Registered No. OC419521 (England and Wales)
Circular3 Llp
Unaudited accounts
for the year ended 31 October 2025
Circular3 Llp
LLP Information
for the year ended 31 October 2025
Designated members
Mr Patrick Ogunmuyiwa
Registered Number
OC419521 (England and Wales)
Registered Office
16 Upper Woburn Place
London
London
WC1H 0AF
United Kingdom
Circular3 Llp
Statement of financial position
as at 31 October 2025
Cash at bank and in hand
-
529
Creditors: amounts falling due within one year
-
(7,270)
Net current assets
18,060
25,718
Total assets less current liabilities
18,060
25,718
Provisions for liabilities
-
(13,895)
Net assets attributable to members
18,060
11,823
Loans and other debts due to members
39,257
21,424
Members' capital classified as equity
100
100
Other reserves
(21,297)
(9,701)
Loans and other debts due to members
39,257
21,424
Members' other interests
(21,197)
(9,601)
For the year ending 31 October 2025 the LLP was entitled to exemption under section 477 of the Companies Act 2006 (as applied to LLPs) relating to small LLPs.
The members acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 (as applied to LLPs) with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime. The profit and loss account has not been delivered to the Registrar of Companies.
Approved by the members on 20 July 2026.
Mr Patrick Ogunmuyiwa
Designated member
Limited Liability Partnership Registration No. OC419521
Circular3 Llp
Notes to the Accounts
for the year ended 31 October 2025
These financial statements have been prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, applying the presentation and disclosure requirements of Section 1A Small Entities, the Statement of Recommended Practice Accounting by Limited Liability Partnerships (2024 edition, effective for periods commencing on or after 1 July 2024), and the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.
On 30 September 2025 the whole of the trade of the LLP, together with its assets and liabilities, was transferred to Sustained Consulting Ltd, the Circular3 LLP's parent undertaking and a member of the LLP, as part of a group reconstruction under common control. The transfer was made at the carrying amount of the net assets concerned, and no gain or loss arose. The tangible fixed assets transferred are set out in the Fixed Assets note, and the transaction is described further in the Related Party Transactions note. Following the transfer the LLP ceased to trade.
A disputed unpaid receivable was not transferred and was retained by the LLP. It has been written down to its estimated settlement value and is the LLP's only remaining asset at 31 October 2025. This amount is equal to the LLP's net assets and to total members' interests, and is due to the parent undertaking both as member and under the terms of the transfer agreement (Related Party Transaction note).
As explained in the Going Concern note, the LLP is not a going concern and the financial statements have not been prepared on a going concern basis. Assets are stated at the amount expected to be realised. No other basis-of-preparation adjustments were required, the LLP's trade, assets and liabilities having been transferred to the parent at their carrying amounts on 30 September 2025 and no gain or loss having arisen. The comparative figures for the year ended 31 October 2024 were prepared on a going concern basis.
The accounts are presented in £ sterling.
On 30 September 2025 the LLP transferred the whole of its trade, assets and liabilities to its parent undertaking, Sustained Consulting Ltd, at their carrying amounts as part of a group reconstruction under common control (notes 1 and 8), and ceased to trade. The members have resolved to wind up the LLP.
Having assessed the LLP's position, and taking account of the cessation of trade and the members' decision to wind up the LLP, the members have concluded that the LLP is not a going concern and that it is not appropriate to prepare the financial statements on a going concern basis.
At 31 October 2025 the LLP has no liabilities and its net assets comprise a single amount recoverable in respect of of one unpaid, carried at its estimated settlement value . This amount is attributable, and contractually due, to the parent undertaking. The winding up of the LLP is expected to be concluded once this amount has been recovered and settled with the parent, which is subject to resolution of the dispute. The basis on which the financial statements have been prepared is set out in note 1.
Circular3 Llp
Notes to the Accounts
for the year ended 31 October 2025
Turnover is measured at the fair value of the consideration received or receivable. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
• the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company;
and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed.
Members' remuneration
Where a member provides services to the LLP under a contract of service, the amounts payable to that member in respect of those services are treated as members' remuneration charged as an expense in arriving at the profit or loss for the financial year, and are included within "Members' remuneration charged as an expense". Amounts unpaid at the year end are included within "Loans and other debts due to members".
Members' capital and other contributions
Amounts contributed by members as capital are repayable to the members on demand. As the LLP does not have an unconditional right to avoid repayment, such amounts are classified as financial liabilities and presented within "Loans and other debts due to members", rather than as equity. Interest and other returns arising on amounts classified as liabilities are recognised as an expense.
Drawings
Drawings represent amounts paid to members during the year on account of remuneration or of profits subsequently divided. Amounts drawn in excess of amounts due to members are recognised as amounts owed by members and included within debtors.
Members' capital is classified as debt and not equity if there is a contractual obligation for the LLP to repay the capital, even if that obligation is conditional.
Division of profits
Under the members' agreement, the distribution of the LLP's profits is at the discretion of the LLP, exercised by its members, as to whether and when profits are distributed. On the winding up of the LLP, profits are distributable to the members according to their equity shares, of which Sustained Consulting holds 100%. As the LLP has an unconditional right to avoid distributing its profits until that time, undivided profits are included within "Members' other interests" (equity). On the winding up of the LLP, the amounts concerned will be transferred to "Loans and other debts due to members" and become a liability due to the parent. As the LLP had not been wound up at 31 October 2025, no such transfer has been recognised and these amounts remain within members' other interests.
The LLP operates a defined contribution scheme for the benefit of its employees and members. Contributions are charged to the profit and loss account for the year in which they are payable to the scheme. Differences between contributions payable and contributions actually paid in the year are shown as either accruals or prepayments at the year end.
Circular3 Llp
Notes to the Accounts
for the year ended 31 October 2025
Circular3 Llp is a limited liability partnership, incorporated in England and Wales, registration number OC419521. Its registered office is 16 Upper Woburn Place, London, London, WC1H 0AF, United Kingdom.
3
Tangible fixed assets
Fixtures & fittings
Computer equipment
Total
Cost or valuation
At cost
At cost
Disposals
(592)
(458)
(1,050)
4
Creditors: amounts falling due within one year
2025
2024
Taxes and social security costs
-
(199)
5
Provisions for liabilities
2025
2024
At start of year
13,895
16,117
A provision has been made within liabilities in respect of amounts considered unlikely to be recovered from outstanding receivables.
This provision is based on management’s professional judgement and best estimates, taking into account the age of debts, the payment history of individual debtors, and current information regarding their financial position. The provision reflects the anticipated loss at the reporting date and is recognised as part of bad debt expense in the profit and loss account.
The level of provision is reviewed regularly and adjusted where necessary to reflect updated assessments of recoverability.
Circular3 Llp
Notes to the Accounts
for the year ended 31 October 2025
6
Loans and other debts due to members
2025
2024
Members' capital classified as a liability
39,257
8,034
Amounts due to members in respect of profits
-
13,390
Amounts falling due within one year
39,257
21,424
Loans and other debts due to members rank equally with debts due to other unsecured creditors in the event of a winding up.
7
Transactions with related parties
The LLP has taken advantage of the exemption available under FRS 102 Section 1A from disclosing transactions with other members of the group headed by Sustained Consulting Ltd.
On 30 September 2025 the whole of the trade of the LLP, together with its assets and liabilities, was transferred to Sustained Consulting Ltd, the LLP's parent undertaking and a member of the LLP, as part of a group reconstruction under common control. The transfer was made at the carrying amount of the net assets concerned, and accordingly no gain or loss arose on the transfer. The transaction was not made on normal commercial terms.
At 31 October 2025 the amount recoverable in respect of an unpaid receivable, is due to Sustained Consulting Ltd both as member and under the terms of the transfer agreement. This amount is equal to the LLP's net assets and to total members' interests.
Sustained Consulting Ltd is the LLP's parent undertaking. Its registered office is 16 Upper Woburn Place, London WCIH 0AF, and it is incorporated in England and Wales. Copies of the group's financial statements are not prepared, the group qualifying as small.
9
Average number of employees
During the year the average number of employees was 0 (2024: 0).