GP_Fund_Solutions_U.K._Li

GP Fund Solutions U.K. Limited

Company information

Directors

Jay Godbole

Sean Robert Elliot (resigned 30 April 2024) Ravi Neville

Glen Shields

Registered number

13372073

Registered office

Mocatta Trafalgar Place

Brighton

United Kingdom BN1 4DU

Secretary

Tudor Trust Limited

33 Sir John Rogerson's Quay Dublin 2

Ireland D02 XK09

Independent auditor

Grant Thornton

Chartered Accountants & Statutory Auditors 13-18 City Quay

Dublin 2 Ireland D02 ED70

Corporate service provider

CEFO Advisors

125 High Rock Ave

Suite 103, Saratoga Springs New York

NY 12866 (Resigned in 2024)

Banker

RBS International

Level 3

440 Stand London WC2R OQS

Solicitor

Hewitson's

Elgin House Billing Road Northampton NN1 5AU

GP Fund Solutions U.K. Limited

Contents

Page

Directors' report

1 - 2

Directors' responsibilities statement

3

Independent auditor's report

4 - 6

Statement of comprehensive income

7

Statement of financial position

8

Statement of changes in equity

9

Statement of cash flows

10

Notes to the financial statements

11 - 21

GP Fund Solutions U.K. Limited

Directors' report

For the year ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activities and business risks

The principal activities of GP Fund Solutions U.K. Limited (or the “Company”) are the provision of fund administration and related services to other group entities until such time as the Company will provide fund administration and related services to third parties on a professional basis.

Results and dividends

The Statement of comprehensive income for the year ended 31 December 2024 and the Statement of financial position as at 31 December 2024 are set out on pages 8 and 9, respectively. The gain / (loss) for the financial year before taxation amounted to £4,906 (2023: (£492,386)). There were no taxation charges during the year (2023: Nil).

The directors did not declare any dividends during the financial year (2023: Nil).

Risk management, principal risks and uncertainties

The Company is exposed to a number of risks including but not limited to interest rate risk, credit risk, operational risk and liquidity risk.

The Company has appointed a Head of Risk and Compliance who reports to the Board of Directors and who has oversight over all aspects of compliance and risk in the business including the Company's business continuity and disaster recovery plan.

The situation in Ukraine as well as Gaza continues to evolve and whilst it has not had a direct impact on the Company to date, as it has no direct exposure to Russian or Ukraine clients, its impact on the global economy may have an indirect impact on the performance of the Company.

Future developments

The Company will market its services seeking to win new business from new customers. The Company continually monitors its services and its technological capabilities to ensure that it remains competitive in its marketplace. The directors are confident that the Company will continue to grow in the medium term.

Going concern

The financial statements have been prepared on the going concern basis. At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on existing facilities and support from its parent company, GPFS Holdings International, LLC. The directors have made this assessment for a period of at least 12 months from the approval date of the financial statements.

1

GP Fund Solutions U.K. Limited

Directors' report (continued)

For the year ended 31 December 2024

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Jay Godbole

Ravi Neville

Glen Shields

Corporate secretary

The secretary who held office during the year and up to the date of signature of the financial statements is Tudor Trust Limited.

Accounting records

All reporting is prepared by the CFO and reviewed by the Global Head of Operations.

Political donations

During the financial year, the Company made no donations to disclose in accordance with the Electoral Act 1997, to political parties (2023: Nil).

Statement of relevant audit information

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

*

so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

*

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Independent auditors

The auditors, Grant Thornton Ireland, Chartered Accountants and Statutory Audit Firm were appointed during the period and will hold office in accordance with Section 383(2) or the Companies Act 2006.

Approved by the board of directors and signed on its behalf by:

Jay Godbole

Ravi Neville

Director

30th September 2025

2

GP Fund Solutions U.K. Limited

Directors' responsibilities statement

For the year ended 31 December 2024

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with the UK-adopted International Accounting Standards (IAS), including FRS 102 (Financial Reporting Standard 102), the Financial Reporting Applicable in the UK and Republic of Ireland. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Company as at the financial year and of the profit or loss of the Company for the financial year and otherwise comply with Companies Act 2006.

In preparing these financial statements, the directors are required to:

*

select suitable accounting policies for the Company's financial statements and then apply them consistently;

*

make judgments and accounting estimates that are reasonable and prudent;

*

state whether the financial statements have been prepared in accordance with the applicable accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards; and

*

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for ensuring that the Company keeps or causes to be kept adequate accounting records which correctly explain and record the transactions of the Company, enable at any time the assets, liabilities, financial position and profit of loss of the Company to be determined with reasonable accuracy, enable them to ensure that the financial statements and Directors' report comply with the Companies Act 2006 and enable the financial statements to be audited. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Approved by the board of directors and signed on its behalf by:

Jay Godbole

Ravi Neville

Director

30th September 2025

3

Independent auditor's report to the members of GP Fund Solutions UK Limited

Opinion

We have audited the financial statements of GP Fund Solutions UK Limited (“Company”), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of cash flows for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, GP Fund Solutions UK Limited 's financial statements:

*

give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance and cash flows for the year then ended; and

*

have been properly prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the ‘Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

4

Independent auditor's report to the members of GP Fund Solutions UK Limited

Other information

Other information comprises information included in the annual report, other than the financial statements and our auditor's report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

*

the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

*

the Directors' report has been prepared in accordance with applicable legal requirements.

Responsibilities of management and those charged with governance for the financial statements

As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with FRS 102, and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the

5

Independent auditor's report to the members of GP Fund Solutions UK Limited

financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with company law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Sarah Bradley (Senior Statutory Auditor)

For and on behalf of

Grant Thornton

Chartered Accountants & Statutory Auditors

Dublin

Ireland

30 September 2025

6

GP Fund Solutions U.K. Limited

Statement of comprehensive income

For the year ended 31 December 2024

(£)

2024

Note

2023

(£)

429,407

Turnover

3

1,578,396

Cost of sales

(768,759)

(392,109)

Gross income

809,637

37,298

Administrative expenses

4

(803,776)

(529,684)

Foreign exchange (loss)

5

-

(1,055)

Gain / (Loss) before taxation

4,806

(492,386)

-

Tax on ordinary activities

6

-

Gain / (Loss) for the financial year after taxation

4,806

(492,386)

Other comprehensive income for the year

-

Total comprehensive income / (loss) for the year

4,806

(492,386)

All activities of the Company during the year were in respect of continuing operations. The notes on pages 11 to 21 form part of these financial statements.

7

GP Fund Solutions U.K. Limited

Statement of financial position

As at 31 December 2024

£

2024 (

Note

)

2023 (

)

Fixed assets

Tangible assets

7

2,013

181

Current assets

Debtors: amounts falling due within one year

9

275,680

276,932

Prepayments

12,568

10,902

Cash and cash equivalents

10

78,821

147,234

367,069

435,068

Creditors: amounts falling due within one year

11

(197,886)

(267,102)

Net current assets

169,183

167,966

Total assets less current liabilities

169,364

169,979

Creditors: amounts falling due after more than

(536,472)

one year

12

(541,893)

Net liabilities

(367,108)

(371,914)

Capital and reserves

Share capital

13

1,021,997

Retained earnings

(1,389,105)

(1,393,911)

Total equity

(367,108)

(371,914)

The notes on pages 11 to 21 form part of these financial statements.

The financial statements were approved and authorised for issue by the board of directors on

30th September 2025

and were signed on its behalf by:

Jay Godbole

Ravi Neville

Director

Company Registration No. 13372073

8

GP Fund Solutions U.K. Limited

Statement of changes in equity

For the year ended 31 December 2024

Profit and loss

£

Share capital (

)

account (

)

Total equity (

)

As at beginning of year

1,021,997

(1,393,911)

(371,914)

Issue of shares

-

Dividends paid

-

Total comprehensive income

-

4,806

As at 31 December 2024

1,021,997

(1,389,105)

(367,108)

For the financial year ended 31 December 2023

Profit and loss

£

Share capital (

)

account (

)

Total equity (

)

As at beginning of year

300,001

(901,525)

(601,524)

Issue of shares

721,996

-

721,996

Dividends paid

-

Total comprehensive income

-

(492,386)

As at 31 December 2023

1,021,997

(1,393,911)

(371,914)

The notes on pages 11 to 21 form part of these financial statements.

9

GP Fund Solutions U.K. Limited

Statement of cash flows

For the year ended 31 December 2024

2024 (£)

2023 (£)

Cash flows from operating activities

Income / (loss) for the financial year

4,806

(492,386)

Adjustments for:

Decrease in / (Increase) in debtors: amounts falling due

within one year

1,252

(249,387)

(Increase) in prepayments

(1,666)

(8,626)

Decrease in tangible ﬁxed assets

1,832

1,851

(Decrease) in / Increase in creditors: amounts falling due

within one year

(69,216)

246,698

(Decrease) in creditors: amounts falling due

after more than one year

(5,421)

(169,003)

Net cash generated from operating activities

(68,413)

(670,853)

Cash flows from financing activities

Issue of called up share capital

-

721,996

Net cash generated from financing activities

-

721,996

Net (decrease) / increase in cash and cash equivalents

(68,413)

51,143

Cash and cash equivalents at the beginning of the year

147,234

96,091

Cash and cash equivalents at the end of the year

78,821

147,234

The notes on pages 11 to 21 form part of these financial statements.

10

GP Fund Solutions U.K. Limited

Notes to the financial statements

For the year ended 31 December 2024

1.

Accounting policies

Company information

GP Fund Solutions U.K. Limited is a private company limited by shares incorporated in U.K. The registered address of the Company is Mocatta House Trafalgar Place, Brighton, United Kingdom, BN1 4DU.

1.1

Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the U.K. and the Republic of Ireland” and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The financial statements have been presented in GBP (£) which is also the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2

Going concern

The financial statements have been prepared on the going concern basis. At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on existing facilities and support from the parent company, GPFS Holdings International, LLC. The directors have made this assessment for a period of 12 months from the approval date of the financial statements.

1.3

Turnover

Turnover represents fund administration fees earned by the Company from the provision of fund administration and related services to other group entities. During the year, it also earned revenue by providing services to external clients. These are recognised on accrual basis. The Company has recognised turnover of £1,578,396 (2023: £429,407).

1.4

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is charged on a straight-line basis from the date of purchase. Depreciation of fixed assets is calculated to write off cost over their expected useful lives as follows:

Computer hardware

3 years

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 the Statement of comprehensive income.

11

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

1.

Accounting policies (continued)

1.5

Impairment of fixed assets

At each reporting period end date, the Company reviews the carrying amounts of its tangible 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).

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the Statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks. Short term liquid investments with original maturities of three months or less qualify as a cash equivalent and to which the Company held £78,821 (2023: £147,234) of any such investments during the financial year.

1.7

Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention 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, prepayments 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.

12

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

1.

Accounting policies (continued)

1.7

Financial instruments (continued)

Classification of financial liabilities

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 Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and amounts owed to parent company, 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.

1.8

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9

Expenses

Expenses are accounted for on an accruals basis. Expenditure incurred in the provision of services to clients is recorded on a gross basis in accordance with the contractual arrangements in place.

1.10

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11

Dividends

Dividend to the Company's members are recognised in the financial statements when they are approved by the Company's directors and paid. The directors did not declare any dividends during the financial year.

13

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

1.

Accounting policies (continued)

1.12

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13

Debtors

Short term debtors are measured at transaction price, less any impairment.

1.14

Creditors

Short term creditors are measured at transaction price, less any impairment.

1.15

Share capital

Share capital is classified as equity attributable to equity holders.

2.

Judgements and key sources of estimation uncertainty

The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of debtors

Debtors have been valued at amortised cost and are reviewed for effective evidence of impairment. Debtors include VAT receivable and amount due from serviced accommodation providers for rent deposits.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on existing facilities and support from the parent company, GPFS Holdings International, LLC.

3.

Turnover

During the financial year, the Company has recognised turnover of £1,578,396 (2023: 429,407).

14

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

4.

Administrative expenses

2024 (£)

2023 (£)

Staff expenses

465,055

280,255

Rent

98,687

64,532

Technology

61,098

33,764

Other expenses

56,367

21,152

Travel

55,648

35,215

Audit

27,933

11,767

Recruiting fees

20,023

7,631

Consulting fees

6,511

46,768

Professional fees

6,359

19,823

Insurance

3,788

243

Depreciation

1,832

1,851

Legal fees

475

6,683

803,776

529,684

5.

Foreign exchange gain / (loss)

Foreign exchange gain / (loss) represents realised and unrealised differences arising on settlement and retranslation of monetary assets and liabilities. The total recognized loss during the year was £1,055 (2023: Nil).

6.

Taxation

During the year, the Company has Nil (2023: £492,386) tax losses available to set against future taxable profits. The tax charge on the profit before taxation was as follows:

2024 (£)

2023 (£)

Current tax:

Current tax on income / (loss) for the year

-

Total current tax

-

Reconciliation of effective tax rate

Income / (Loss) before taxation

4,806

(492,386)

Corporation tax at standard CT rate of 25.00% (PY: 23.52%)

1,202

(115,809)

Tax effects of:

Expenses not decutible for tax purposes

3,430

-

Hybrid and other mismatches adjustment

(5,090)

115,377

Movement in deferred tax not recognized

(334,021)

435

Total tax benefit for the year

(334,479)

-

No charge to tax arises due to prior year tax losses incurred. As at 31 December 2024, there is an unrecognised deferred tax asset amounting to Nil (2023: £341,611).

15

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

7.

Tangible fixed assets

For the financial year ended 31 December 2024

Computer

£

Hardware (£)

Total (

)

Cost

At beginning of the financial year

6,410

Additions

-

At 31 December 2024

6,410

Depreciation and impairment

At beginning of the financial year

(4,397)

Depreciation charged in the financial year

(1,832)

At 31 December 2024

(6,229)

Carrying Amount

At 31 December 2024

181

For the financial year ended 31 December 2023

Cost

At beginning of the financial year

6,410

Additions

-

At 31 December 2023

6,410

Depreciation and impairment

At beginning of the financial year

(2,546)

Depreciation charged in the financial year

(1,851)

At 31 December 2023

(4,397)

Carrying Amount

At 31 December 2023

2,013

16

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

8.

Employees

The number of persons (including directors) employed by the Company during the year was:

2024

2023

Total number of employees

8

6

2024 (£)

2023 (£)

Employee costs

Direct salary expense

292,980

170,426

Income taxes and other employee benefits

56,582

74,276

349,562

244,702

9.

Debtors: amounts falling due within one year

2024 (£)

2023 (£)

Accounts receivable

244,802

264,520

VAT receivable

17,942

-

Lease deposit

12,768

12,412

Other receivables

168

-

275,680

276,932

10.

Cash and cash equivalents

2024 (£)

2023 (£)

Cash at bank and in hand

78,821

147,234

78,821

147,234

11.

Creditors: amounts falling due within one year

2024 (£)

2023 (£)

VAT payable

75,656

51,911

Trade creditors

64,501

86,747

Deferred revenue

28,500

127,500

Accrued expenses

19,281

943

Loan payable

9,948

-

197,886

267,102

Loan payable is an amount due to an affiliate, GPFS Luxembourg S.àr.l.

17

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

12.

Creditors: amounts falling due after more than one year

2024 (£)

2023 (£)

Amounts owed to parent company

536,472

541,893

536,472

541,893

The amounts owed to parent company represents the transactions paid for by the parent company, GPFS Holdings International, LLC. Amounts owed to parent company are non-interest bearing, unsecured and all balances are intended to be settled in the future as the Company's operations continue to ramp up.

13.

Share capital

For the year ended 31 December 2024

2024

Number

2024 (£)

Alloted, called up and fully paid

Ordinary share of €1 each

1,021,997

For the year ended 31 December 2023

2023

Number

2023 (£)

Alloted, called up and fully paid

Ordinary share of €1 each

1,021,997

On 13 September 2024, GPFS Holdings International, LLC exercised a right to purchase 400 Class B Units for an aggregate purchase price of £240,000 from an individual shareholder. GPFS Holdings International, LLC retains the right to purchase and redeem up to one hundred additional Class B Units from the shareholder.

14.

Financial instruments

2024 (£)

2023 (£)

Financial assets

Financial assets measured at amortised cost

367,069

435,068

367,069

435,068

Financial liabilities

Financial liabilities at amortised cost

(734,358)

(808,995)

(734,358)

(808,995)

Financial assets at amotised cost comprise of cash and cash equivalents, prepayments and debtors.

Financial liabilities measured at amortised cost comprise of creditors.

18

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

15.

Financial risk management

The most significant risks facing the Company are interest rate risk, credit risk, operational risk and liquidity risk. The directors have overall responsibility for the establishment and oversight of the Company's risk management framework. The nature and extent of the risk management policies of the Company are outlined below.

Interest rate risk

The Company holds cash on short term deposit. The interest on these balances is receivable on floating rates and payable on fixed rates.

Credit risk

Credit risk arises from cash deposits with banks and financial institutions, as well as credit exposures to clients, including outstanding receivables and committed transactions.

The Company's main credit risk concentration is with the bank where the Company's cash deposits are held. The credit ratings for Citigroup, Inc. and RBS International as of 31 December 2024 was A as published by FitchRatings. The Company regularly monitors the credit ratings of the Banks.

During the year, there have been no material losses due to non-payment of receivables and the Company does not expect any losses from the credit counterparties as held at the Statement of financial position date.

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel and infrastructure, and from external factors other than credit, markets and liquidity issues such as those arising from legal, regulatory and conduct requirements and generally accepted standards to corporate behaviour. Operational risk arises due to the Company operations.

The directors have established processes to manage operational risks, these processes include appropriate segregation of responsibilities and specific control activities.

Liquidity risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due or can do so only at an unacceptably high cost. In the management of liquidity risk, the Company, monitors and maintains a level of cash at bank and in hand deemed adequate by the directors to finance the Company's operations and mitigate the effects of fluctuations in cash flows.

19

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

15.

Financial risk management (continued)

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

Between 1 and

Between 2 and

£

31 December 2024

Within 1 year (

)

2 years (

)

5 years (

)

Total (

)

VAT payable

75,656

-

75,656

Trade creditors

64,501

-

64,501

Deferred revenue

28,500

-

28,500

Accrued expenses

19,281

-

19,281

Loan payable

9,948

-

9,948

Amounts owed to parent company

-

536,472

-

536,472

197,886

536,472

-

734,358

Between 1 and

Between 2 and

£

31 December 2023

Within 1 year (

)

2 years (

)

5 years (

)

Total (

)

VAT payable

51,911

-

51,911

Trade creditors

86,747

-

86,747

Deferred revenue

127,500

-

127,500

Accrued expenses

944

-

944

Loan payable

-

Amounts owed to parent company

-

541,893

-

541,893

267,102

541,893

-

808,995

16.

Commitments and contingent liabilities

The directors were not aware of any commitments or contingent liabilities. The Company has no long-term contracts other than those with their service providers.

17.

Related party transactions

Jay Godbole, Ravi Neville, and Glen Shields are directors of the Company during the financial year and in that capacity had interest in transactions conducted with the Company. Directors' remuneration for the year was nil (2023: Nil).

The Company has an inter-company payable with GPFS Holdings International, LLC amounting to £305,388 (2023: £440,337), GPFS Fund Solutions, LLC amounting to £25,539 (2023: £35,487) and GP Fund Solutions Ireland, LLC amounting to £224,143 (2023: £66,069). The Company has an inter-company receivable with GP Fund Solutions Guernsey Limited amounting to £224,143 (2023: £66,069). Amounts owed to parent company are non- interest bearing, unsecured and all balances are intended to be settled in the future when the Company becomes profitable. Additional transactions with related parties were mentioned in Note 11.

20

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the year ended 31 December 2024

17.

Related party transactions (continued)

On 13 September 2024, GPFS Holdings International, LLC exercised a right to purchase 400 Class B Units for an aggregate purchase price of £240,000 from an individual shareholder. GPFS Holdings International, LLC retains the right to purchase and redeem up to one hundred additional Class B Units from the shareholder.

Other information

The parent company is GPFS Holdings International, LLC and its registered office is 12 Cornell Rd, 2nd Floor, Latham, NY 12110, United States.

The ultimate parent company is GP Fund Solutions, LLC, a company incorporated in the United States.

18.

Key management personnel compensation

There are no key management personnel other than directors in note 17 that need to be disclosed under FRS 102.

19.

Significant events during the year

There have been no significant events affecting the Company during the financial year.

20.

Subsequent events

There have been no significant events affecting the Company since the financial year end that would require adjustment or disclosure in the financial statements.

21.

Approval of financial statements

The Board of Directors approved the financial statements on 30th September 2025.

21