GP_Fund_Solutions_U.K._Li

GP Fund Solutions U.K. Limited

Directors' report

For the financial year ended 31 December 2025

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

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 financial year ended 31 December 2025 and the Statement of financial position as at 31 December 2025 are set out on pages 7 and 8, respectively. The gain for the financial year before taxation amounted to £208,188 (2024: £4,806). There were no taxation charges during the financial year (2024: Nil).

The directors did not declare any dividends during the financial year (2024: 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.

GP Fund Solutions U.K. Limited

Directors' report (continued)

For the financial year ended 31 December 2025

Directors

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

Glen Shields Jay Godbole Ravi Neville

Corporate secretary

The secretary who held office during the financial 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 (2024: 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

20th July 2026

GP Fund Solutions U.K. Limited

Directors' responsibilities statement

For the financial year ended 31 December 2025

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

20th July 2026

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 comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of cash flows for the year ended 31 December 2025, 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 2025 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.

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.

Independent auditor's report to the members of GP Fund

Solutions UK Limited

Other information (continued)

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.

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.

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

Independent auditor's report to the members of GP Fund

Solutions UK Limited

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 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

20 July 2026

GP Fund Solutions U.K. Limited

Statement of comprehensive income

For the financial year ended 31 December 2025

Note

2024 (£)

2025 (£)

1,578,396

2,727,990

Turnover

(768,759)

(1,572,312)

Cost of sales

Gross income

809,637

1,155,678

Administrative expenses

(946,425)

(803,776)

(1,065)

(1,055)

Foreign exchange loss

Gain before taxation

208,188

4,806

Tax on ordinary activities

Gain for the financial year after taxation

208,188

4,806

Other comprehensive income for the financial year

Total comprehensive income for the financial year

208,188

4,806

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

GP Fund Solutions U.K. Limited

Statement of financial position

As at 31 December 2025

Note

2024 (£)

2025 (£)

Fixed assets

181

Tangible assets

Current assets

275,680

316,880

Debtors: amounts falling due within one year

12,568

Prepayments

21,055

78,821

Cash and cash equivalents

316,670

367,069

654,605

Creditors: amounts falling due within one year

(186,897)

(197,886)

Net current assets

169,183

467,708

Total assets less current liabilities

169,364

467,708

Creditors: amounts falling due after more than one year

(121,628)

(536,472)

Net assets/(liabilities)

346,080

(367,108)

Capital and reserves

1,526,997

1,021,997

Share capital

(1,389,105)

Retained earnings

(1,180,917)

(367,108)

Total equity

346,080

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

20th July 2026

and were signed on its behalf by:

Jay Godbole

Ravi Neville

Director

Company Registration No. 13372073

GP Fund Solutions U.K. Limited

Statement of changes in equity

For the financial year ended 31 December 2025

Total equity (£)

Profit and loss

Share capital (£)

account (£)

1,021,997

(367,108)

As at beginning of year

(1,389,105)

505,000

Issue of shares

Dividends paid

208,188

Total comprehensive income

1,526,997

(1,180,917)

346,080

As at 31 December 2025

For the financial year ended 31 December 2024

Total equity

Profit and loss

(£)

Share capital (£)

account (£)

(371,914)

As at beginning of year

1,021,997

(1,393,911)

Issue of shares

Dividends paid

4,806

Total comprehensive income

(1,389,105)

(367,108)

As at 31 December 2024

1,021,997

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

GP Fund Solutions U.K. Limited

Statement of cash flows

For the financial year ended 31 December 2025

2025 (£)

2024 (£)

Cash flows from operating activities

208,188

4,806

Income for the financial year

Adjustments for:

(Increase) / Decrease in debtors: amounts falling due within one year

(41,200)

1,252

(8,487)

(1,666)

(Increase) in prepayments

181

1,832

Decrease in tangible fixed assets

(Decrease) in creditors: amounts falling due within one

(10,989)

(69,216)

year

(Decrease) in creditors: amounts falling due after more

(414,844)

(5,421)

than one year

(267,151)

(68,413)

Net cash generated (used in) operating activities

Cash flows from financing activities

505,000

Issue of called up share capital

505,000

Net cash generated from financing activities

Net increase / (decrease) in cash and cash equivalents

237,849

(68,413)

78,821

147,234

Cash and cash equivalents at the beginning of the financial year

316,670

78,821

Cash and cash equivalents at the end of the financial year

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

GP Fund Solutions U.K. Limited

Notes to the financial statements

For the financial year ended 31 December 2025

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 financial year, it also earned revenue by providing services to external clients. These are recognised on accrual basis. The Company has recognised turnover of £2,727,990 (2024: £1,578,396).

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:

3 years

Computer hardware

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.

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

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 £316,670 (2024: £78,821) 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 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.

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

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.

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

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 lease 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.

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.

Turnover

During the financial year, the Company has recognised turnover of £2,727,990 (2024: 1,578,396).

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

Administrative expenses

2025 (£)

2024 (£)

453,531

465,055

Staff expenses

123,897

55,648

Travel

99,943

56,367

Other expenses

97,825

98,687

Rent

66,085

61,098

Technology

62,324

20,023

Recruiting fees

18,000

27,933

Audit

14,930

3,788

Insurance

7,756

475

Legal fees

1,953

6,359

Professional fees

181

1,832

Depreciation expense

6,511

Consulting fees

946,425

803,776

Foreign exchange loss

Foreign exchange loss represents realised and unrealised differences arising on settlement and retranslation of monetary assets and liabilities. The total recognized loss during the financial year was £1,065 (2024: £1,055).

Taxation

During the financial year, the Company has Nil (2024: Nil) tax losses available to set against future taxable profits. The tax charge on the profit before taxation was as follows:

2025 (£)

2024 (£)

Current tax on income / (loss) for the financial

year

Total current tax

Reconciliation of effective tax rate

208,188

4,806

Income / (Loss) before taxation

52,047

1,202

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

Tax effects of:

5,790

3,430

Expenses not decutible for tax purposes

(5,090)

Hybrid and other mismatches adjustment

(57,837)

(334,021)

Movement in deferred tax not recognized

(334,479)

Total tax benefit for the financial year

No charge to tax arises due to prior financial year tax losses incurred. As at 31 December 2025, there is an unrecognised deferred tax asset amounting to Nil (2024: Nil).

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

Tangible fixed assets

For the financial year ended 31 December 2025

Computer Hardware (£)

Total (£)

Cost

6,410

At beginning of the financial year

6,410

Additions

6,410

At 31 December 2025

Depreciation and impairment

(6,229)

At beginning of the financial year

(181)

Depreciation charged in the financial year

(6,410)

At 31 December 2025

Carrying amount

At 31 December 2025

For the financial year ended 31 December 2024

Computer Hardware (£)

Total (£)

Cost

6,410

At beginning of the financial year

6,410

Additions

6,410

At 31 December 2024

Depreciation and impairment

(4,397)

At beginning of the financial year

(1,832)

Depreciation charged in the financial year

(6,229)

At 31 December 2024

Carrying amount

181

At 31 December 2024

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

Employees

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

2025

2024

Employees

Employee costs

2025 (£)

2024 (£)

569,849

292,980

Direct salary expense

98,306

56,582

Income taxes and other employee benefits

668,155

349,562

Debtors: amounts falling due within one year

2025 (£)

2024 (£)

289,677

244,802

Accounts receivable

18,818

12,768

Lease deposit

8,385

17,942

VAT receivable

168

Other receivables

316,880

275,680

10.

Cash and cash equivalents

2025 (£)

2024 (£)

316,670

78,821

Cash at bank and in hand

316,670

78,821

11.

Creditors: amounts falling due within one year

2025 (£)

2024 (£)

108,538

75,656

VAT payable

43,107

19,281

Accrued expenses

35,252

64,501

Trade creditors

28,500

Deferred revenue

9,948

Loan payable

186,897

197,886

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

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

12.

Creditors: amounts falling due after more than one year

2024 (£)

2025 (£)

121,628

536,472

Amounts owed to parent company

121,628

536,472

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 financial year ended 31 December 2025

2025 (£)

2025 Number

Allotted, called up and fully paid

1,526,997

Ordinary share of £1 each

1,526,997

For the financial year ended 31 December 2024

2024 Number

2024 (£)

Allotted, called up and fully paid

1,021,997

Ordinary share of £1 each

1,021,997

14.

Financial instruments

2025 (£)

2024 (£)

Financial assets

654,605

367,069

Financial assets measured at amortised cost

654,605

367,069

Financial liabilities

(308,525)

(734,358)

Financial liabilities at amortised cost

(308,525)

(734,358)

Financial assets at amotised cost comprise of cash and cash equivalents, prepayments and debtors. Financial liabilities measured at amortised cost comprise of creditors.

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

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 2025 was A and AA-, respectively, as published by FitchRatings. The Company regularly monitors the credit ratings of the Banks.

During the financial 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.

GP Fund Solutions U.K. Limited

Notes to the financial statements (continued)

For the financial year ended 31 December 2025

15.

Financial risk management (continued)

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

Within 1 year Between 1 and Between 2 and

31 December 2025

(£)

2 years (£)

5 years (£)

Total (£)

108,538

VAT payable

35,252

Trade creditors

Deferred revenue

43,107

Accrued expenses

Loan payable

121,628

Amounts owed to parent company

186,897

121,628

308,525

Within 1 year

Between 1 and

Between 2 and

31 December 2024

(£)

2 years (£)

5 years (£)

Total (£)

75,656

VAT payable

64,501

Trade creditors

28,500

Deferred revenue

19,281

Accrued expenses

9,948

Loan payable

536,472

Amounts owed to parent company

197,886

536,472

734,358

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

Glen Shields, Jay Godbole and Ravi Neville 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 financial year was nil (2024: Nil).

The Company has an inter-company payable with GPFS Holdings International, LLC amounting to

£121,628 (2024: £536,472). 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.

17.

Related party transactions (continued)

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 financial 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 20th July 2026.