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REGISTERED NUMBER: 06838462 (England and Wales)









STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

FOR

NEGENTROPY CAPITAL PARTNERS LIMITED

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 March 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Profit and Loss Account 7

Other Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Cash Flow Statement 11

Notes to the Cash Flow Statement 12

Notes to the Financial Statements 13


NEGENTROPY CAPITAL PARTNERS LIMITED

COMPANY INFORMATION
for the Year Ended 31 March 2023







DIRECTORS: F Ferrara
A de Dietrich
G Galimberti
P di Filippo


REGISTERED OFFICE: St Georges House
15 Hanover Square
London
W1S 1HS


REGISTERED NUMBER: 06838462 (England and Wales)


SENIOR STATUTORY AUDITOR: John Tiltman


AUDITORS: DTL Auditors Ltd
5th Floor
North Side
7-10 Chandos Street
London
W1G 9DQ


ACCOUNTANTS: Kingscott Dix (Cheltenham) Ltd
Malvern View Business Park
Stella Way
Bishops Cleeve
Cheltenham
Gloucestershire
GL52 7DQ

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

STRATEGIC REPORT
for the Year Ended 31 March 2023

The directors present their strategic report for the year ended 31 March 2023.

REVIEW OF BUSINESS
2022 was an awful year for the financial markets, with many stock markets seeing their worst annual performance in decades and the global bonds falling into bear market for the first time in 70 years. The biggest drivers of this were a stronger than expected inflation , leading central banks to embark in a very aggressive tightening cycle, and geopolitical turmoil induced by Russia's invasion of Ukraine and the ensuing massive spike in energy and food prices. The markets were more resilient in Q4 2022 and then Q1 2023, when the inflation pressure started to ease and investors started discounting a less aggressive attitude of the central banks.

The company's activity throughout the year reflected such trend, with a very slow first half of the year as the macro scenario's uncertainty discouraged investment activity, but a busy Q3 2022 and Q1 2023 where the investment financing activity grew stronger and the company, which finally took advantage of the investments executed in the past years and had the opportunity to execute some new financing trades thanks to the liquidity accumulated during the slowdown induced by the Covid period, with a positive impact on the bottom line. The company also managed to streamline the group cost structure, with additional positive impact on the bottom line which will reverberate in the incoming year.

PRINCIPAL RISKS AND UNCERTAINTIES
As a result of the situation in Russia the Company performed the necessary checks and made the necessary declarations to confirm no link to Russian entities.

Brexit resulted in some changes to regulatory compliance which continues to be rolled out.

The aforementioned situations have not had a significant impact on the financial statements for the year ended 31 March 2023. The company continues to trade and is well placed to respond to opportunities as they appear.

KEY PERFORMANCE INDICATORS
Key performance indicators that are focused on by management include Assets under Management Stability, Rates of Return on the individual investments and on the funds in general, Fixed costs controls to ensure business sustainability and profitability. Each of these are reviewed regularly by management against the budget and prior periods. The directors are pleased with the performance of the company during the year with regard to these indicators

ON BEHALF OF THE BOARD:





F Ferrara - Director


23 October 2023

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

REPORT OF THE DIRECTORS
for the Year Ended 31 March 2023

The directors present their report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of portfolio management and investment advice.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

F Ferrara
A de Dietrich
G Galimberti
P di Filippo

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, DTL Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





F Ferrara - Director


23 October 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NEGENTROPY CAPITAL PARTNERS LIMITED

Opinion
We have audited the financial statements of Negentropy Capital Partners Limited (the 'company') for the year ended 31 March 2023 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes to the financial statements, 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, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:
o give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its profit for the year then ended;
o have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
o 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 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 company's ability to continue as a going concern for a period of at least twelve 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.

Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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 or apparent material misstatements, 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:
o the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
o the strategic report and the directors' report has 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 strategic report or the directors' report.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NEGENTROPY CAPITAL PARTNERS LIMITED

o adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
o the financial statements are not in agreement with the accounting records and the returns; or
o certain disclosures of directors' remuneration specified by law are not made; or
o we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As in all our audits, we also addressed the risk of management override of internal controls by testing journal entries and evaluating whether there was evidence of management bias which represented a risk of material misstatement due to fraud.

A further description of our 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.

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 we are required to state to them in an auditors 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.




John Tiltman (Senior Statutory Auditor)
for and on behalf of DTL Auditors Ltd

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NEGENTROPY CAPITAL PARTNERS LIMITED

5th Floor
North Side
7-10 Chandos Street
London
W1G 9DQ

23 October 2023

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

PROFIT AND LOSS ACCOUNT
for the Year Ended 31 March 2023

2023 2022
Notes £    £   

TURNOVER 1,727,019 938,756

Administrative expenses (561,716 ) (889,409 )
OPERATING PROFIT 4 1,165,303 49,347


Interest payable and similar expenses 5 (72,041 ) (73,604 )
PROFIT/(LOSS) BEFORE TAXATION 1,093,262 (24,257 )

Tax on profit/(loss) 6 (161 ) (441 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

1,093,101

(24,698

)

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

OTHER COMPREHENSIVE INCOME
for the Year Ended 31 March 2023

2023 2022
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 1,093,101 (24,698 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,093,101

(24,698

)

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

BALANCE SHEET
31 March 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 7 2,409 2,322
Investments 8 383,394 483,394
385,803 485,716

CURRENT ASSETS
Debtors 9 183,460 358,365
Cash at bank 1,123,433 68,155
1,306,893 426,520
CREDITORS
Amounts falling due within one year 10 (91,252 ) (386,062 )
NET CURRENT ASSETS 1,215,641 40,458
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,601,444

526,174

CREDITORS
Amounts falling due after more than one
year

11

(1,339,983

)

(1,357,975

)

PROVISIONS FOR LIABILITIES 14 (602 ) (441 )
NET ASSETS/(LIABILITIES) 260,859 (832,242 )

CAPITAL AND RESERVES
Called up share capital 15 517,858 517,858
Share premium 16 35,162 35,162
Retained earnings 16 (292,161 ) (1,385,262 )
SHAREHOLDERS' FUNDS 260,859 (832,242 )

The financial statements were approved by the Board of Directors and authorised for issue on 23 October 2023 and were signed on its behalf by:





F Ferrara - Director


NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 March 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Balance at 1 April 2021 517,858 (1,360,564 ) 35,162 (807,544 )

Changes in equity
Total comprehensive income - (24,698 ) - (24,698 )
Balance at 31 March 2022 517,858 (1,385,262 ) 35,162 (832,242 )

Changes in equity
Total comprehensive income - 1,093,101 - 1,093,101
Balance at 31 March 2023 517,858 (292,161 ) 35,162 260,859

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

CASH FLOW STATEMENT
for the Year Ended 31 March 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,263,641 60,353
Interest paid (72,041 ) (73,604 )
Foreign Exchange Gain/Loss (10,073 ) (12,908 )
Net cash from operating activities 1,181,527 (26,159 )

Cash flows from investing activities
Purchase of tangible fixed assets (979 ) (2,596 )
Purchase of fixed asset investments - (10,277 )
Net cash from investing activities (979 ) (12,873 )

Cash flows from financing activities
New loans in year - 125,270
Loan repayments in year (125,270 ) (30,301 )
Net cash from financing activities (125,270 ) 94,969

Increase in cash and cash equivalents 1,055,278 55,937
Cash and cash equivalents at beginning of
year

2

68,155

12,218

Cash and cash equivalents at end of year 2 1,123,433 68,155

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE CASH FLOW STATEMENT
for the Year Ended 31 March 2023

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit/(loss) before taxation 1,093,262 (24,257 )
Depreciation charges 892 274
Foreign Exchange Gain/Loss 10,073 12,908
Finance costs 72,041 73,604
1,176,268 62,529
Decrease in trade and other debtors 274,905 2,870
Decrease in trade and other creditors (187,532 ) (5,046 )
Cash generated from operations 1,263,641 60,353

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 1,123,433 68,155
Year ended 31 March 2022
31.3.22 1.4.21
£    £   
Cash and cash equivalents 68,155 12,218


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.22 Cash flow At 31.3.23
£    £    £   
Net cash
Cash at bank 68,155 1,055,278 1,123,433
68,155 1,055,278 1,123,433
Debt
Debts falling due within 1 year (232,279 ) 232,279 -
Debts falling due after 1 year (1,357,975 ) 17,992 (1,339,983 )
(1,590,254 ) 250,271 (1,339,983 )
Total (1,522,099 ) 1,305,549 (216,550 )

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 March 2023

1. STATUTORY INFORMATION

Negentropy Capital Partners Limited 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared using the going concern basis of accounting.

Significant judgements and estimates
No significant judgements or estimations have been used in preparing the financial statements.

Turnover
Turnover is measured at the fair value of the consideration received, excluding value added tax. Revenue is recognised, and a sales invoice raised, when services are completed.

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

Investments in subsidiaries
Investment in subsidiary undertakings are recognised at costs less accumulated impairment.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

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.

Financial instruments
The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 311,291 436,701
Other pension costs 2,963 4,595
314,254 441,296

The average number of employees during the year was as follows:
2023 2022

Directors 4 4
Administrative 2 4
6 8

2023 2022
£    £   
Directors' remuneration - -

4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Other operating leases 57,030 43,600
Depreciation - owned assets 892 274
Auditing of accounts 4,500 7,000
Foreign exchange differences 10,073 12,908

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank and loan interest 72,041 73,604

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Deferred tax 161 441
Tax on profit/(loss) 161 441

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit/(loss) before tax 1,093,262 (24,257 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
19% (2022 - 19%)

207,720

(4,609

)

Effects of:
Expenses not deductible for tax purposes 277 19,357
Capital allowances in excess of depreciation (72 ) (589 )
Utilisation of tax losses (207,925 ) (14,159 )

Deferred Tax 161 441
Total tax charge 161 441

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 March 2023 nor for the year ended 31 March 2022.

Factors affecting future tax charges
From 1 April 2023, the main rate of corporation tax in the UK is due to increase to 25% for company profits over £250,000. A small profits rate of 19% will apply to company profits under £50,000, and profits in between will be taxed at a marginal rate. The company continues to carry forward tax losses which will be utilised against subsequent profits.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

7. TANGIBLE FIXED ASSETS
Computer
equipment
£   
COST
At 1 April 2022 2,596
Additions 979
At 31 March 2023 3,575
DEPRECIATION
At 1 April 2022 274
Charge for year 892
At 31 March 2023 1,166
NET BOOK VALUE
At 31 March 2023 2,409
At 31 March 2022 2,322

8. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2022 483,394
Disposals (100,000 )
At 31 March 2023 383,394
NET BOOK VALUE
At 31 March 2023 383,394
At 31 March 2022 483,394

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

8. FIXED ASSET INVESTMENTS - continued

The above net book value of the company's investments at the Balance Sheet date in the share capital of companies consisted of the following:

Negentropy Capital Partners Italia Srl
Registered office: Corso Di Porta Nuova 16, 20121, Milano (MI), Italy
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

SHL Marengo Sarl
Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

Syntropy Holdings Luxembourg Sarl
Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00


The company also had investments at the balance sheet date in the share capital of the following companies. These are stated at nil value:

Vera Negentropy Group Ltd
Registered office: 15 Hanover Square, London, W1S 1HS
Nature of business: Property management
%
Class of shares: holding
Ordinary 40.00

The company's investments at the Balance Sheet date in the share capital of companies include the following:


Syntropy Holdings Luxembourg Sarl
Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

SHL Capsium Sarl
Registered office: 51, boulevard Grande Duchesse Charlotte L-1331 Luxembourg
Nature of business: Acting as a General Partner
%
Class of shares: holding
Ordinary 100.00

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

8. FIXED ASSET INVESTMENTS - continued

Negentropy Capital Partners Italia Srl
Registered office: Corso Di Porta Nuova 16, 20121, Milano (MI), Italy
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

SHL Marengo Sarl
Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

Vera Negentropy Group Ltd
Registered office: 15 Hanover Square, London, W1S 1HS
Nature of business: Property management
%
Class of shares: holding
Ordinary 40.00

Negentropy Agency Italia Srl
Registered office: Corso Di Porta Nuova 16, 20121, Milano (MI), Italy
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

Capsicum SCA
Registered office: 51, Boulevard Grande Duchesse Charlotte, L-1331, Luxembourg
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

Fenice Holding SpA
Registered office: Via Venti Settembre 98/G, 00187, Roma (RM), Italia
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 93.22

UNA SpA
Registered office: Via Venti Settembre 98/G, 00187, Roma (RM), Italia
Nature of business: Investment holding company
%
Class of shares: holding
Ordinary 100.00

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 102,901 207,234
Other debtors 8,329 74,755
VAT 9,884 4,046
Prepayments and accrued income 62,346 72,330
183,460 358,365

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Other loans (see note 12) - 232,279
Trade creditors 17,605 15,550
Social security and other taxes - 49,024
Accruals and deferred income 73,647 89,209
91,252 386,062

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Other loans (see note 12) 1,339,983 1,357,975

12. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Other loans - 232,279

Amounts falling due between two and five years:
Other loans between 2-5 years 1,339,983 1,357,975

13. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 44,460 71,200
Between one and five years 7,410 86,000
51,870 157,200

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

14. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 602 441

Deferred
tax
£   
Balance at 1 April 2022 441
Provided during year 161
Balance at 31 March 2023 602

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
517,858 Ordinary £1 517,858 517,858

16. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 April 2022 (1,385,262 ) 35,162 (1,350,100 )
Profit for the year 1,093,101 - 1,093,101
At 31 March 2023 (292,161 ) 35,162 (256,999 )

The retained earnings reserve is comprised of accumulated total comprehensive income, less dividends.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2023

17. RELATED PARTY DISCLOSURES

During the year a subsidiary LLP allocated profits of £5,727 (2022 - allocated profits of £15,574) to the company. At the year end £nil was due to the company (2022 - £153,165). All amounts are interest free and the outstanding loan balance was settled in full in September 2022. The company also paid fees to the subsidiary of £5,338 in the year (2022 - £nil).

At the year end £nil was payable by the company to the parent company (2022 - £232,278) and was charged interest of £1,366 (2022 - £10,127). Interest is charged at 6% and the outstanding loan balance was settled in full in May 2022.

During the year the company received funding from another group undertaking, Negentropy Agency Italia Srl, of £nil (2022 - £124,399) and was charged interest of £2,066 (2022 - £871). At the year end £nil was payable by the company (2022 - £125,270). Interest is charged at 3.5% and the outstanding loan balance was settled in full in September 2022.

During the year the company received funding from a director, Alexis de Dietrich, of £nil (2022 - £nil) and was paid interest of £65,457 (2022 - £60,600). At the year end £1,339,983 was payable by the company (2022 - £1,232,706). Interest is charged at 5% and repayable June 2026.

During the year the company received funding from another group undertaking, Vera Negentropy Group, of £16,035 (2022 - received £11,782). No interest was charged (2022 - £nil). At the year end £1,747 was due to the company (2022 - £17,782). The company also paid fees to Vera Group Ltd of £48,756 in the year. (2022 - £29,992). The balance is interest free and repayable on demand.

During the year the company provided management services to another group undertaking, Negentropy RAIF, of £349,608 (2022 - £231,756). At the year end £nil was due to the company (2022 - £nil). The balance is interest free and repayable on demand.

During the year the company received arrangement fees from the directors, Alexis de Dietrich, of £145,435 (2022 - £140,197) and Ferruccio Ferrara, of £58,174 (2022 - £56,078).

18. ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company is Negentropy Group Holding S.à.r.l, a company incorporated in
Luxembourg. This company is controlled by Ferruccio Ferrara.