ACCOUNTS - Final Accounts

Registered number: 07762628 (England and Wales)

MARKET FORCE ACQUISITION SUB LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


MARKET FORCE ACQUISITION SUB LIMITED

COMPANY INFORMATION

Director	M A Marlowe


Registered number	07762628


Registered office	Birchin Court
	5th Floor
	19-25 Birchin Lane
	London
	United Kingdom
	EC3V 9DU


Independent auditor	ZEDRA Corporate Reporting Services (UK) Limited


MARKET FORCE ACQUISITION SUB LIMITED

CONTENTS

	Page
Balance Sheet	1
Statement of Changes in Equity	2
Notes to the Financial Statements	3 - 6


MARKET FORCE ACQUISITION SUB LIMITED REGISTERED NUMBER:07762628

BALANCE SHEET

AS AT 31 DECEMBER 2024

	2024	2023
Note	£000	£000

Fixed assets
Investments	6	1,129	1,129
		1,129	1,129

Net current liabilities		-	-
Total assets less current liabilities		1,129	1,129

Net assets		1,129	1,129

Capital and reserves
Called up share capital	7	-	-
Capital contribution reserve	8	17,856	17,856
Profit and loss account		(16,727)	(16,727)
		1,129	1,129

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M A Marlowe

Director

Date: 22 December 2025

The notes on pages 3 to 6 form part of these financial statements.

Page 1


MARKET FORCE ACQUISITION SUB LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Capital contribution reserve	Profit and loss account	Total equity
	£000	£000	£000
At 1 January 2023	17,856	(11,900)	5,956

Loss for the year	-	(4,827)	(4,827)

At 1 January 2024	17,856	(16,727)	1,129
At 31 December 2024	17,856	(16,727)	1,129

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MARKET FORCE ACQUISITION SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Market Force Acquisition Sub Limited is a private company limited by shares incorporated in the United Kingom and registered in England and Wales. The registered office is Birchin Court, 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.
The principal activity of the Company is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK 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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The director is reviewing the need for a holding company of this nature within the wider group as two of the three subsidiaries, France and Spain, are expected to be closed, this has created a material uncertainty in relation to the Company's ability to continue as a going concern.

Until a decision is reached in relation to the Company's future, the Company has received written confirmation from its parent company that its operations will continue to be supported for a period of at least 12 months from the approval of these financial statements. As a result, these financial statements are prepared on the going concern basis.

2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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MARKET FORCE ACQUISITION SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Impairment

Non-current assets are reviewed annually for indicators of impairment. An impairment loss is recorded in profit or loss where the recoverable amount of an asset is less than its carrying amount. The recoverable amount is measured as being either the fair value of the asset less costs to sell or the asset's value in use. Any significant judgement in determining the recoverable amount is disclosed in these financial statements.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the measurement of assets and liabilities.

Carrying value of investments in subsidiaries

In the prior year, the director rationalised the intercompany loan position of the Company with respect to its wider group. This resulted in an additional capital contribution for the Company which it then used to waive its debt receivable from the subsidiary company, adding this to the cost of the investment.
The investment has historically been impaired as a result of the continued loss position of a subsidiary company. Despite cost savings being applied group wide and the expectation in the short term of a break even position for a subsidiary at the year end, the director determined that there was no evidence the new investment would be recovered. The result is that the addition was fully impaired in the prior year and the substance of the transaction was to write off the intercompany receivable.
The remaining investment value continues to be the value recorded at 31 December 2021 which the director believes to be an appropriate estimate of the recoverable amount of the investment in subsidiary based on the future forecast position of that company.
The director has considered the results of the subsidiary company for the year ended 31 December 2024, which presented a profitable position, together with the future forecasts which continue to show profitability. The net asset position of the subsidiary continues to be higher than the cost of the investment. As such no impairment has been recorded in the current year.

4.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified, the auditor drew attention to note 2.3 to these financial statements which indicates that a material uncertainty exists in relation to the Company's ability to continue as a going concern.

The audit report was signed on 23 December 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.

Employees

The Company has no employees other than the directors, who were remunerated through other group entities (2023 - £NIL).

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MARKET FORCE ACQUISITION SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Fixed asset investments

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2024	12,125
	At 31 December 2024	12,125
	Impairment
	At 1 January 2024	10,996
	At 31 December 2024	10,996
	Net book value
	At 31 December 2024	1,129
	At 31 December 2023	1,129

7.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary shares share of £1.00	1	1

Reserves

Capital contribution reserve

In the prior year, the directors finalised the rationalisation of the intercompany loan position effective as at the acquisition date of the Market Force Group by Marlowe National, LC. The result of this is that the intercompany loan due from Market Force Acquisition Sub Limited to Market Force Information LLC has been reflected as a capital contribution which is not repayable.

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MARKET FORCE ACQUISITION SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Controlling party

The parent of the smallest group for which consolidated financial statements are prepared, including the Company and its subsidiaries, is Market Force Information LLC a company incorporated in the USA. The registered office of the controlling party is 6626 The Corners Parkway, 3rd Floor, Peachtree Corners, GA, 30092.
The ultimate parent company and controlling party is Marlowe National, LC, a company incorporated in the USA.

10.	Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

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