REGISTERED NUMBER: 05876382 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GAPFORCE (LONDON) LTD.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr L Andrews

Mr J Catterall

Ms C La Monica-Lunn

REGISTERED OFFICE:

80 Cheapside

London

EC2V 6EE

REGISTERED NUMBER:

05876382 (England and Wales)

AUDITORS:

Cube Partners Limited

Chartered Accountants and Registered Auditors

5 Giffard Court

Millbrook Close

Northampton

Northamptonshire

NN5 5JF

FIXED ASSETS

Tangible assets

4

789

1,289

CURRENT ASSETS

Debtors

5

199,090

182,105

Cash at bank

136,897

163,198

335,987

345,303

CREDITORS

Amounts falling due within one year

6

1,309,310

1,061,983

NET CURRENT LIABILITIES

(973,323

)

(716,680

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(972,534

)

(715,391

)

CREDITORS

Amounts falling due after more than one year

7

10,769

21,146

NET LIABILITIES

(983,303

)

(736,537

)

CAPITAL AND RESERVES

Called up share capital

410,100

410,100

Retained earnings

(1,393,403

)

(1,146,637

)

(983,303

)

(736,537

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1 June 2026 and were signed on its behalf by:

Mr J Catterall - Director

1.	STATUTORY INFORMATION

Gapforce (London) Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Significant judgements and estimates

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover

Turnover is measured at the fair value of consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that the service is provided but no billing made, the amount is recognised as revenue and recorded as accrued income. Sales made in advance of services being provided are recognised as deferred income.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Tangible fixed assets are stated at historical cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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 balance sheet 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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The Directors have prepared these financial statements on a going concern basis. They have considered all information available to them concerning the foreseeable future and concluded that the financial statements should be prepared on a going concern basis but have identified that a material uncertainty exists because of the continued losses reported by the company, and the net liability position of the balance sheet at the reporting date.

The company is reliant on the continued support from the ultimate parent company, InterExchange Inc. At the balance sheet date, the company has net liabilities of £983,303 (2024: £736,537), which includes £1,008,876 (2024: £750,624) due to the parent company, Interests Abroad Holdings Inc.

The directors have received reassurances from InterExchange Inc, that financial support will continue for the foreseeable future. Consequently, the directors have a reasonable expectation that the company will have sufficient funds to continue to meet its liabilities as they fall due for the foreseeable future and therefore have prepared the financial statements on a going concern basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

and 31 December 2025

2,305

DEPRECIATION

At 1 January 2025

1,016

Charge for year

500

At 31 December 2025

1,516

NET BOOK VALUE

At 31 December 2025

789

At 31 December 2024

1,289

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

184,599

163,723

Amounts owed by group undertakings

1,260

2,760

Other debtors

13,231

15,622

199,090

182,105

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

10,248

9,990

Trade creditors

7,735

18,435

Amounts owed to group undertakings

1,008,876

750,624

Taxation and social security

6,170

5,953

Other creditors

276,281

276,981

1,309,310

1,061,983

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

10,769

21,146

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Jones (Senior Statutory Auditor)

for and on behalf of Cube Partners Limited

9.	RELATED PARTY DISCLOSURES

Included within debtors is £1,260 (2024: £2,760) due from the ultimate parent company, InterExchange Inc.

Included within creditors is £1,008,876 (2024: £750,624) due to the parent company, Interests Abroad Holdings Inc. Interests Abroad Holdings Inc has confirmed in a letter of support that they will not call upon the balance for a period of at least twelve months from when the financial statements are authorised for issue.

10.	ULTIMATE CONTROLLING PARTY

The parent company of Gapforce (London) Ltd. is Interests Abroad Holdings Inc, a company incorporated in the United States of America with registered address 100 Wall Street, Suite 301, New York, NY 10005, United States of America.

The largest group in which the results of the company are consolidated is that headed by the ultimate parent company, InterExchange Inc, a company incorporated in the United States of America with registered address 100 Wall Street, Suite 301, New York, NY 10005, United States of America.