GFI Europe Operations Ltd

	Page
Company Information	1
Directors' Report	2
Independent Auditor's Report	3—4
Profit and Loss Account	5
Balance Sheet	6
Notes to the Financial Statements	7—10

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Company No. 14712324

Directors' Report For The Year Ended 31 March 2025

Directors' Report

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors

The directors who held office during the year were as follows:

Green Finance Institute Ltd

Dr Rhian-Mari Thomas

Mr Andrew Jackson

Statement of Directors' Responsibilities

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
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 keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr Andrew Jackson

Director

29 September 2025

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Independent Auditor's Report

to the Members of

GFI Europe Operations Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of GFI Europe Operations Ltd for the year ended 31 March 2025 which comprise the Profit and Loss Account, Balance Sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 - Section 1A for Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to smaller entities; and
have been 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 Auditor's responsibilities 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 UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note 11 to the financial statements, and 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 the 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 entity's ability to continue as a going concern for a period of at least 12 months from 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.

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 have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit, or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are 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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

GFI Europe Operations Ltd

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives 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 our 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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management and those charged with governance around actual and potential litigation and claims;

• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

• Reviewing minutes of meetings of those charged with governance;

• Substantive testing to ensure accuracy for key financial statement areas;

• Analytical procedures to highlight any unexpected discrepancies;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use Of Our Report

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 that 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.

Carina Ralfs MSci (Hons) PhD FCA (Senior Statutory Auditor)

for and on behalf of MHA , Statutory Auditor

29 September 2025

MHA

Building 4, Foundation Park

Roxborough Way

Maidenhead

Berkshire

SL6 3UD

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GFI Europe Operations Ltd

Profit and Loss Account

For The Year Ended 31 March 2025

Profit and Loss Account

		31 March 2025	31 March 2024
	Notes	€	€
TURNOVER		639,135	642,206

GROSS PROFIT		639,135	642,206

Administrative expenses		(639,376 )	(640,283 )

OPERATING (LOSS)/PROFIT		(241 )	1,923
Interest payable and similar charges		378	(1,923 )

PROFIT BEFORE TAXATION		137	-
Tax on Profit		(137 )	-

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		-	-

The notes on pages 7 to 10 form part of these financial statements.

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GFI Europe Operations Ltd

Balance Sheet

As At 31 March 2025

Balance Sheet

		31 March 2025		31 March 2024
	Notes	€	€	€	€
FIXED ASSETS
Tangible Assets	5		1,234		847

			1,234		847
CURRENT ASSETS
Debtors	6	86,690		48,233
Cash at bank and in hand		899,161		182,862

		985,851		231,095
Creditors: Amounts Falling Due Within One Year	7	(987,084 )		(231,941 )

NET CURRENT ASSETS (LIABILITIES)			(1,233 )		(846 )

TOTAL ASSETS LESS CURRENT LIABILITIES			1		1

NET ASSETS			1		1

CAPITAL AND RESERVES
Called up share capital	8		1		1

SHAREHOLDERS' FUNDS			1		1

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board

Mr Andrew Jackson

Director

29 September 2025

The notes on pages 7 to 10 form part of these financial statements.

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GFI Europe Operations Ltd

Notes to the Financial Statements

For The Year Ended 31 March 2025

Notes to the Financial Statements

1. General Information

GFI Europe Operations Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 14712324 . The registered office is 6 St. Andrew Street, Ground Floor, Farringdon, London, EC4A 3AE.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The financial statements are prepared in Euros which is the functional currency of the company.

2.2. Going Concern Disclosure

Whilst there are net current liabilities of £1,233 (2024: £846) the accounts are prepared on a going concern basis as the current liabilities includes deferred grants. The company is entirely funded by grants for specific expenditure and grant income is deferred to match expenditure. The deferral of grants creates an accounting liability relating to future expenditure of the grant. The company has good positive cash flow both in the current year and forecast for future years.

Based on this assessment and having regard to the resources available to the company, the Directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

25% straight line basis

2.5. Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.

2.6. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into euros at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into euros at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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GFI Europe Operations Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.7. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.8. Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.9. Government Grant

Government grants are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.

Grants for immediate financial support or to cover costs already incurred are recognised immediately in the profit and loss account. Grants towards general activities of the entity over a specific period are recognised in the profit and loss account over that period.

Grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the profit and loss account over the useful life of the asset concerned.

All grants in the profit and loss account are recognised when all conditions for receipt have been complied with.

2.10. Assets and liabilities

Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy. The financial statements are presented in sterling which is the functional currency of the Company.

2.11. Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.12. Donated services

Donated services are included at the fair value to the Company where this can be quantified and a third party is bearing the cost.

2.12 Critical accounting estimates and areas of judgment

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

2.13 Critical areas of judgment

The judgments that have had a significant effect on amounts recognised in the financial statements are those concerning the choice of depreciation policies and asset lives, and donated services

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GFI Europe Operations Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

3. Average Number of Employees

Average number of employees, including directors, during the year was: 8 (2024: 9)

4. Directors' remuneration

	31 March 2025	31 March 2024
	€	€
Emoluments	31,543	26,490
Company contributions to money purchase pension schemes	2,953	2,526

	34,496	29,016

5. Tangible Assets

	Computer Equipment
	€
Cost
As at 1 April 2024	1,129
Additions	845

As at 31 March 2025	1,974

Depreciation
As at 1 April 2024	282
Provided during the period	458

As at 31 March 2025	740

Net Book Value
As at 31 March 2025	1,234

As at 1 April 2024	847

6. Debtors

	31 March 2025	31 March 2024
	€	€
Due within one year
Deposits	25,332	25,332
Accrued income	15,275	22,901
Other debtor - GFI Espana	45,640	-
Prepayments	443	-

	86,690	48,233

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GFI Europe Operations Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

7. Creditors: Amounts Falling Due Within One Year

	31 March 2025	31 March 2024
	€	€
Trade creditors	10,348	2,939
Accrual - Other	1,264	-
Accrual - Holiday	22,320	-
Accrual - Audit fees	14,593	10,000
Accrual - Accountancy fees	2,400	2,000
Government grants deferred to match expenditure	819,714	159,416
Amounts owed to parent undertaking	116,445	57,586

	987,084	231,941

8. Share Capital

	31 March 2025	31 March 2024
	€	€
Allotted, Called up and fully paid	1	1

9. Pension Commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to €14,743 (2024: €21,253).

Contributions totalling €nil (2024: €nil) were payable to the fund at the balance sheet date and are included in creditors.

10. Related Party Transactions

Green Finance Institute Ltd

Company number: 11963728

Registered office: 6 St. Andrew Street, Ground Floor, Farringdon, London, EC4A 3AE

GFI Europe Operations Ltd's parent company, Green Finance Institute Ltd, is the parent company of the following wholly owned subsidiaries:

GFI PMO Ltd - Company number: 13559729 - 1 ordinary share of £1 each

GFI Solutions Limited - Company number: 13561294 - 1 ordinary share of £1 each

GFI Europe Operations Limited - Company number: 14712324 - 1 ordinary share of £1 each

11. FRC's Ethical Standard - Provision Available for Small Entities

The auditors do not prepare and submit returns to the tax authorities or assist with the preparation of the financial statements.

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