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Registered number: 12080977
PROSPECTUS 3.0 LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2025
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PROSPECTUS 3.0 LIMITED
REGISTERED NUMBER: 12080977
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Page 1
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PROSPECTUS 3.0 LIMITED
REGISTERED NUMBER: 12080977
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
Page 2
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Prospectus 3.0 Limited is a private company limited by shares, incorporated in England & Wales (registered number:12080977). The regisetered office address is 20-22 Stukeley Street, London, WC2B 5LR.
The financial statements are presented in Sterling, which is the functional currency of the company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or asumed, and equity instruments issues by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Page 3
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis.
Prospectus 3.0 Ltd is the ultimate parent company of Prospectus Limited. The 2024/25 financial statements of Prospectus Limited continue to reflect commercial challenges, whereby gross revenue fell from the previous year by 18%. We experienced drops in revenues in all business areas impacted by funding challenges in the sector. For example, the higher education sector and universities particularly experienced freezes on recruitment, and we were impacted by pressures on funding for global appointments following the change of administration in the United States.
Charities have been faced with a very challenging and uncertain environment which has resulted in reductions in headcount, which again has impacted hires. We are pleased to report that revenue generated from Executive placements performed well against the budget. The impact on revenues led us to undertake organisational restructures to reduce headcount and therefore costs to address the fall in revenues, which was difficult but necessary. Positively, processes such as debtor collection improvements were made during the year, leading to aged receivable debtor days falling by 14%.
Whilst the marketplace still remains challenging in places, our new structure has improved decision making and how we support our candidates and clients more effectively. This is supported by our investment in our CRM system which will allow us to leverage artificial intelligence to improve productivity and process. Our mix of services, our skills, knowledge, experience and track record position us well to capitalise on shifts in the marketplace and extend our reach across the beyond profit sector.
As we move into the new financial year, we will be taking the opportunity to reduce our office space which will reduce costs further whilst bringing the team closer together to move forward and improve revenues.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 4
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 6 (2024 - 6).
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Page 5
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Investments in subsidiary companies
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The carrying value of investments in subsidiaries consist of historic acquisition costs of £5,201,443 less £1,557,378 relating to accumulated impairment losses against brought forward.
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The following were subsidiary undertakings of the Company:
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Prospectus Management Ltd
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20-22 Stukeley Street, London, WC2B 5LR
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That of a parent company for Prospectus Ltd
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20-22 Stukeley Street, London, WC2B 5LR
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Amounts owed by group undertakings
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Page 6
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Creditors: Amounts falling due after more than one year
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Page 7
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Bank loans are secured by way of both fixed and floating charges over the assets of the company and its subsidiary undertakings.
There is a cross-guarantee in place between Prospectus 3.0 Limited and its subsidiary companies, Prosepctus Management Limited and Prospectus Limited on all borrowings outstanding within the group at the Balance Sheet date.
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Page 8
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
On 17 December 2021, the company established a share option scheme that entitled all eligible employees of Prospectus Ltd, a group company, to purchase shares in the company.
The Company’s intent and aim for the operation of the scheme is to create an option pool not greater
than 16% of the fully diluted share capital of the Company from which various rounds of Options can be granted to identified Eligible Employees from time to time as determined by a number of conditions, such conditions to be determined and approved by the Board from time to time.
The Company shall be entitled to consider and, where determined by the Board, grant multiple rounds
of Options in accordance with the scheme. The Board shall consider, at least every 2 calendar years
from the date that the scheme is established and/or as often as the Board consider reasonable, the
potential number of additional Eligible Employees who meet the criteria within the Allocation
Conditions and shall determine (at the Boards complete discretion) when to initiate a new round of
Options.
In the event that the Board has agreed to initiate a new round of Options to Eligible Employees who
meet the criteria within the Allocation Conditions the Company shall, as soon as reasonably
practicable, instruct the Company’s accountants and/or tax advisors to initiate a valuation of the
Company and HMRC request for valuation in order to determine the applicable and approved
Exercise Price at that time and which would be used for the proposed new round of Options.
The Company (acting through the Board) may grant EMI Options for commercial reasons in order to
recruit or retain an Eligible Employee. The Company may not grant EMI Options as part of any
scheme or arrangement for which the main purpose (or one of its main purposes) is tax avoidance.
The Company granted options, which is a right to acquire the Option Shares at the Exercise
Price, on the terms set out in an agreement and subject to rules.
The earliest date on which the Option may be exercised (subject to the other terms of the agreement
and the Rules) unless an earlier event occurs to cause it to lapse or to become exercisable under the
Rules, shall be the date on which an Exit occurs.
Exit Proceeds means:
If the exit is a share sale
If the exit is an asset sale
If the exit is a listing
Options shall be exercised in accordance with the Rules. As per the agreements in place the Option
shall lapse on tenth anniversary of this Option, assuming it is not exercised before then and no event
occurs to cause it to lapse earlier under the Rules. A set of rules are in place as defined and agreed
by the shareholders of the Company.
Page 9
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PROSPECTUS 3.0 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Share-based payments continued
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Other restriction on rules include the options will lapse should the option holders cease to be an employee of Prospectus Ltd. The options may not be transferred or assigned or have any charge or other security interest created over it.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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As at 31 March 2025, there were 2,870 options outstanding with an exercise price of £0.001, and 1,520 options outstanding with an expercise price of £30.83. The options have a remaining contractual life of 7 years.
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There is no ultimate controlling party.
The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 17 November 2025 by Daniel Walters (Senior Statutory Auditor) on behalf of Harris & Trotter LLP.
Page 10
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