Company No: OC420569 (England and Wales)

Contents

• Limited Liability Partnership Information
• Statement of Financial Position
• Reconciliation of Members' Interests
• Notes to the Financial Statements

DESIGNATED MEMBERS	JSR People Tech Ltd
	SAPHR Consulting Limited
	Veritas Prime LLC (Resigned 11 September 2025)
	VPNL Holding B.V.

REGISTERED OFFICE	30 Churchill Place Ex3 Llp
	Wework
	London
	E14 5RE
	United Kingdom

REGISTERED NUMBER

OC420569 (England and Wales)

ACCOUNTANT	Gravita Business Services II Limited
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	31.12.2025		31.12.2024
		£		£
Fixed assets
Tangible assets	3	67,357		30,213
		67,357		30,213
Current assets
Debtors
- due within one year	4	2,106,797		1,558,429
- due after more than one year	4	1,797,600		0
Cash at bank and in hand		1,852,875		1,240,128
		5,757,272		2,798,557
Creditors: amounts falling due within one year	5	( 3,667,827)		( 2,716,848)
Net current assets		2,089,445		81,709
Total assets less current liabilities		2,156,802		111,922
Creditors: amounts falling due after more than one year	6	( 1,797,600)		( 12,500)
Provision for liabilities		0		( 1)
Net assets attributable to members		359,202		99,421
Represented by
Loans and other debts due to members within one year
Other amounts	11	350,802		91,021
		350,802		91,021
Members' other interests
Members' capital classified as equity	10	8,400		8,400
		8,400		8,400
		359,202		99,421
Total members' interests
Amounts due from members (included in debtors)		(1,797,600)		0
Loans and other debts due to members		350,802		91,021
Members' other interests		8,400		8,400
		(1,438,398)		99,421

For the financial year ending 31 December 2025 the LLP was entitled to exemption from audit under section 477 of the Companies Act 2006, as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

Members' responsibilities:

• The members acknowledge their responsibilities for complying with the requirements of the Companies Act 2006, as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of EX3 Partner LLP (registered number: OC420569) were approved and authorised for issue by the members on 18 August 2026. They were signed on its behalf by:

SAPHR Consulting Limited Designated member		VPNL Holding B.V. Designated member
JSR People Tech Ltd Designated member

	EQUITY Members' other interests	DEBT Loans and other debts due to members less any amounts due from members in debtors	Total members' interests
	Members' capital (classified as equity)	Other amounts	Total
	£	£	£
Amounts due to members		29,281
Balance at 01 February 2024	8,400	29,281	37,681
Members' remuneration charged as an expense, including employment and retirement benefit costs	0	750,240	750,240
Members' interest after result for the financial year/period	8,400	779,521	787,921
Drawings	0	(688,500)	(688,500)
Amounts due to members		91,021
Balance at 31 December 2024	8,400	91,021	99,421
Members' remuneration charged as an expense, including employment and retirement benefit costs	0	1,309,781	1,309,781
Members' interest after result for the financial year/period	8,400	1,400,802	1,409,202
Drawings	0	(1,050,000)	(1,050,000)
Other loans	0	(1,797,600)	(1,797,600)
Amounts due to members		350,802
Amounts due from members		(1,797,600)
Balance at 31 December 2025	8,400	(1,446,798)	(1,438,398)

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

EX3 Partner LLP is a limited liability partnership, incorporated in the United Kingdom under the Limited Liability Partnerships Act 2000 and is registered in England and Wales. The address of the LLP's registered office is 30 Churchill Place Ex3 Llp, Wework, London, E14 5RE, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Limited Liability Partnerships Act 2000 as applicable to companies subject to the small companies regime and the requirements of the Statement of Recommended Practice Accounting by Limited Liability Partnerships issued in December 2021 (SORP 2022).

The financial statements are presented in pounds sterling which is the functional currency of the LLP and rounded to the nearest £.

Going concern

The LLP's trading performance post year end has been below plan, reflecting delays in converting major new client wins and in scaling the sales team, together with a larger cost base associated with the LLP's investment in future growth. In response, the LLP has taken a series of actions to lower its cost base, including: a substantial headcount reduction, a reduction in leadership salaries, and the suspension of all partner drawings from May 2026. In parallel, the LLP is pursuing additional funding, including potential further capital contributions from the partners, which would require the agreement of all members.

The members have prepared detailed cash flow forecasts reflecting these actions and the LLP's sales pipeline. These forecasts remain dependent on the successful conversion of the sales pipeline and the availability of the additional funding described above, neither of which is fully within the LLP's control. These conditions indicate the existence of a material uncertainty that may cast doubt on the LLP's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Nevertheless, having considered the actions already taken, the LLP's current financial position, and the funding options being actively pursued, the members have a reasonable expectation that the LLP will have adequate resources to continue in operational existence and to meet its liabilities as they fall due for at least 12 months from the date of signing. Accordingly, the members continue to adopt the going concern basis in preparing these financial statements.

Reporting period length

The current reporting year length is for 12 months, from 1 January 2025 to 31 December 2025. The comparative accounting period was for 11 months, from 1 February 2024 to 31 December 2024. Therefore, the comparative figures are not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Revenue for services is recognised to the extent that the LLP obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales tax or duty. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. Where revenue is earned but has not yet been invoiced or received by the reporting date the amounts are recorded as accrued income and included as part of debtors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the LLP and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the LLP is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The LLP operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so 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.

Taxation

The taxation payable on the partnership's profits is the personal liability of the members, although payment of such liabilities is administered by the partnership on behalf of its members. Consequently, neither partnership taxation nor related deferred taxation is accounted for in these financial statements.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life, as follows:

Office equipment

3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The LLP as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the LLP reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the LLP estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial instruments

Financial assets and financial liabilities are recognised when the LLP becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the LLP after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the LLP intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the LLP transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the LLP, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank and other loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the LLP’s contractual obligations expire or are discharged or cancelled.

Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with FRS 25 (IAS 32) Financial Instruments: Disclosure and Presentation and UITF abstract 39 Members' shares in co-operative entities and similar instruments. A members' participation right results in a liability unless the right to any payment is discretionary on the part of the LLP.

Amounts subscribed or otherwise contributed by members, for example members' capital, are classed as equity if the LLP has an unconditional right to refuse payments to members. If the LLP does not have such an unconditional right, such amounts are classified as liabilities.

Where profits are automatically divided as they arise, so the LLP does not have an unconditional right to refuse payment, the amounts arising that are due to members are in the nature of liabilities. They are therefore treated as an expense in the Profit and Loss Account in the relevant year. To the extent that they remain unpaid at the year end, they are shown as liabilities in the Statement of Financial Position.

Conversely, where profits are divided only after a decision by the LLP or its representative, so that the LLP has an unconditional right to refuse payment, such profits are classed as an appropriation of equity rather than as an expense. They are therefore shown as a residual amount available for discretionary division among members in the Profit and Loss Account and are equity appropriations in the Statement of Financial Position.

All amounts due to members that are classified as liabilities are presented in the Statement of Financial Position within 'Loans and other debts due to members' and are charged to the Profit and Loss Account within 'Members' remuneration charged as an expense'. Amounts due to members that are classified as equity are shown in the Statement of Financial Position within 'Members' other interests'.

Provisions

Provisions are recognised when the LLP has a present obligation (legal or constructive) as a result of a past event, it is probable that the LLP will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	Year ended 31.12.2025		Period from 01.02.2024 to 31.12.2024
	Number		Number
Monthly average number of persons employed by the LLP during the year	64		50

Members' remuneration paid under the terms of the LLP agreement for the current year was £1,309,781 (period ended 31.12.2024: £750,240).

3. Tangible assets

	Office equipment		Total
	£		£
Cost
At 01 January 2025	69,992		69,992
Additions	66,546		66,546
Disposals	( 26,676)		( 26,676)
At 31 December 2025	109,862		109,862
Accumulated depreciation
At 01 January 2025	39,779		39,779
Charge for the financial year	29,402		29,402
Disposals	( 26,676)		( 26,676)
At 31 December 2025	42,505		42,505
Net book value
At 31 December 2025	67,357		67,357
At 31 December 2024	30,213		30,213

4. Debtors

	31.12.2025		31.12.2024
	£		£
Debtors: amounts falling due within one year
Trade debtors	1,334,954		980,900
Accrued income	672,310		546,220
Other debtors	99,533		31,309
	2,106,797		1,558,429
Debtors: amounts falling due after more than one year
Amounts owed by members	1,797,600		0

Amounts owed by members relate to a transaction during the year in which the LLP funded consideration payable to a departing member, Veritas Prime LLC, on behalf of the continuing members. The balances are unsecured and no interest is charged on them. The terms governing repayment of these balances are being documented by way of a members' resolution.

5. Creditors: amounts falling due within one year

	31.12.2025		31.12.2024
	£		£
Bank loans	0		30,000
Trade creditors	477,687		409,845
Other taxation and social security	357,498		317,685
Other creditors	2,832,642		1,959,318
	3,667,827		2,716,848

6. Creditors: amounts falling due after more than one year

	31.12.2025		31.12.2024
	£		£
Bank loans	0		12,500
Other creditors	1,797,600		0
	1,797,600		12,500

The LLP's bank and Veritas Prime LLC have a fixed and floating charge over the assets of the LLP.

Other creditors relate to a promissory note issued to a former member in consideration for their departure. The promissory note bears interest at the rate of 8.5% per annum, paid monthly. The principal balance of the promissory note is payable 11 September 2028. The LLP is the primary obligor under the promissory note, with payment obligations guaranteed by the directors of the corporate designated members in their personal capacities and not by the corporate designated members through which they hold their interests.

7. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	31.12.2025		31.12.2024
	£		£
Within one year	70,518		50,286
Between one and five years	0		100,572
	70,518		150,858

Pensions

The LLP operates a defined contribution pension scheme for the members and employees. The assets of the scheme are held separately from those of the LLP in an independently administered fund.

	31.12.2025		31.12.2024
	£		£
Unpaid contributions due to the fund (inc. in other creditors)	49,111		31,698

8. Related party transactions

Included in other creditors is a royalty fee of £31,129 (period ended 31.12.2024: £364,315) payable to Veritas Prime LLC, a former designated member of the LLP that exited during the year.

Included in debtors more than one year is an amount owed by the members of £1,797,600 (period ended 31.12.2024: £Nil) in respect of the LLP funded consideration which is payable to a departing member, Veritas Prime LLC, on behalf of the continuing members.

Also included in creditors is the amount of £1,797,600 (period ended 31.12.2024: £Nil) in respect of the promissory note the LLP owes to that departing member. Interest is charged at 8.5%.

The LLP is the primary obligor under the promissory note, with payment obligations guaranteed by the directors of the corporate designated members in their personal capacities and not by the corporate designated members through which they hold their interests.

9. Events after the Balance Sheet date

During 2025, the LLP commenced work in preparation for converting its business to a limited company structure. This work is ongoing and the LLP expects to implement the principal steps in this conversion during 2026.

10. Members' capital classed as equity

	31.12.2025		31.12.2024
	£		£
SAPHR Consulting Limited	2,800		2,800
JSR PeopleTech Ltd	2,800		2,800
VPNL Holding B.V.	2,800		2,800
	8,400		8,400

Ownership and profit share

In accordance with the LLP agreement, the group structure is now as follows:

• 33.33% each for SAPHR Consulting Limited, JSR People Tech Ltd and VPNL Holding B.V.

For the profit share, the split is 1/3 (33.33%) for each designated member.

During the year, Veritas Prime LLC exited the LLP and its 16% interest in the LLP was sold.

11. Loans and other debts due to members

Saphr Consulting Limited

	31.12.2025
	£
Opening balance at 1 January 2025	30,340
Profit for the period	436,594
Drawings in the year	(350,000)
Amount owed by members	(599,200)
	(482,266)

JSR PeopleTech Ltd

	31.12.2025
	£
Opening balance at 1 January 2025	30,340
Profit for the year	436,594
Drawings in the year	(350,000)
Amount owed by members	(599,200)
	(482,266)

VPNL Holding B.V.

	31.12.2025
	£
Opening balance at 1 January 2025	30,341
Profit for the year	436,593
Drawings in the year	(350,000)
Amount owed by members	(599,200)
	(482,266)

The total profit share in the current year was £1,309,781 (period ended 31.12.2024: £750,234). The total members' drawings in the current year were £1,050,000 (period ended 31.12.2024: £688,500), an amount owed by members of £1,797,600 (period ended 31.12.2024: £Nil) is included in debtors, resulting in amounts owed by members at year end of £1,446,798 (period ended 31.12.2024: amounts owed to members £91,021).

12. Ultimate controlling party

In the opinion of the members, there is no one ultimate controlling party.