The directors present the strategic report for the year ended 31 December 2024.

The results for the period and the financial position at the end of the year were considered good by the directors.

The product range is considered very well positioned in the current environment of market volatility, and its stable client base gives the firm stable recurring revenues and long term visibility, particularly in the context of the cost cutting measures taken in the last couple of years. With good fund performance expected in 2025, and a low and manageable cost base, directors expect profitability to remain good for the foreseeable future.

The company’s key performance indicators are not quantified. The directors focus on:

- Maintaining capital adequacy

- Achieving sufficient turnover to maintain capital adequacy

- Compliance with the FCA

The directors use the Internal Capital Adequacy and Risk Assessment (ICARA) to test the potential impact of a loss in revenue from the management fees which are required to cover the fixed overheads.

The company's key financial indicators during the year were as follows:

Business risk

Business Risk is any risk to a firm arising from changes in its business including the risk that the firm may not be able to carry out its business plan and its desired strategy.

DELFF Management monitors risk using an ICARA to determine the adequacy of the capital it holds against the business risks it faces, and the possible effects of deteriorating market and trading circumstances. The ICARA examines the effect of a market downturn, and any other occurrence that may lead to a significant loss of funds under management. Different timings and severity of client loss are considered.

The company prepares periodic reviews of their accounts which are distributed to the main shareholders and bi-annual submissions to the FCA. Through these methods, DELFF Management is able to confirm the achievement of its business plan, or take action if necessary.

Operational Risk

The ICARA also considers various operational risks including the adequacy and availability of premises, systems and staffing, as well as operational errors, changes to the costs incurred by DELFF Management, and the effect each has on the firm’s ability to meet its Capital Adequacy requirements.

DELFF Management is risk averse and maintains robust controls to mitigate the effect of recognised risks. It believes that it has sufficient human resources to carry on the business and sufficient back up facilities to deal with system or process failures.

Capital adequacy

Whereas we are currently in a new inflationary environment, the directors consider the company's exposure to higher inflation very limited, as the vast majority of the company's contractual obligations are long term and not inflation-linked.

For the purposes of the Capital Requirements Directive, DELFF Management is taking advantage of the transition arrangements whereby its Permanent Minimum Requirement (“PMR”) will be £65k in 2025 rising by £5k each year until it reaches £75k in 2027. Under such arrangements the capital requirement will be the higher of the PMR or the Fixed Overhead requirement ("FOR"), which is normally 25% of the previous year’s audited accounts administration costs with a few adjustments. The FOR is also subject to reduced rates under the transition period. For 2025 it is 45% of the normal calculation rising to 70% in 2026, and 100% in 2027.

The company ensures to always have enough capital to support the higher of the two requirements.

Section 414CZA(1) of the Companies Act 2006 requires the directors to explain how they considered the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172 (1)’) when performing their duty to promote the success of the company. When making decisions, each director ensures that they act in the way that would most likely promote the company’s success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following matters:

(a) The likely consequences of any decision in the long term

The company continues to operate in the asset management business, principally in the leverage finance asset class. The investment team has extensive experience in the European debt markets through fund management, credit research and trading.

(b) The interests of the company’s employees

The directors recognise that the shared ethics and complementary expertise of the DELFF team are fundamental to our company success. Over time, we have built a strong team of international and highly qualified specialists that work with one ultimate goal, the benefit of our investors. Our portfolio managers have established track records and have up to 30 years of investment experience.

(c) The need to foster the company's business relationships with suppliers, customers and others

The directors seek to promote strong mutually beneficial relationships with suppliers, customers, the regulators, and authorities. Such general principles are critical in the delivery of the company’s strategy. Our strong and strategic partnership in the industry provides our clients with the dedicated service a boutique asset manager can offer, while giving them the security of large financial institutions for functions such as depositaries and Manco.

(d) The impact of the company’s operations on the community and the environment

The company is committed to understanding the interests of these stakeholder groups. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions.

(e) The desirability of the company maintaining a reputation for high standards of business conduct

The directors strongly believe in consistency, transparency and integrity. The relationship with our clients is pristine and based on mutual understanding of investment standards and high-quality services. We provide our customers with the highest degree of openness and transparency at any level of the investment process from trade to report analysis.

(f) The need to act fairly as between members of the company

We are an independent asset manager majority owned by its founders. The directors aim to act fairly between the company’s members when delivering the company’s strategy and consults its minority members as appropriate.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of financial investment advisors.

The results for the year are set out on page 8.

Final dividends of £500,000 relating to the year ended 31 December 2023 were proposed and declared on 16 July 2024.

The directors do not recommend a dividend for the year ended 31 December 2024.

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

The company manages its cash and borrowing requirements centrally. It limits its external creditors and maintains a strong cash position.

The company has extensive trade overseas so is susceptible to changes in foreign exchange rates. The company reduces this risk through use of bank accounts held in foreign currencies, specifically Euros.

The directors regularly review the risks relating to competition and the wider economy and their potential impact on the company. The company aims to maintain a strong cash position and limit the debtor and creditor balances outstanding at year end.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors acknowledge their responsibilities for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

We have audited the financial statements of Delff Management Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and 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 contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:

• 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

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 and 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:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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.

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:

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.  The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, employment law and compliance with the regulations of the Financial Conduct Authority.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Obtaining third-party confirmation of material bank balances.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Delff Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Knightsbridge Green, 5th Floor, Office 5.33, London, SW1X 7QA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is 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 company has taken advantage of Section 402 of the Companies Act 2006 not to prepare consolidated accounts on the basis its subsidiaries can be excluded from the consolidation in accordance with Section 405(2) of the Act as their inclusion would not be material for the purpose of giving a true and fair view.

Over the last couple of years, our Funds have shown a strong resilience to the major challenges they have faced, including the rapid change in environment related to the conflict in Ukraine, the return of inflation, and the rapid increase in interest rates. The Funds have limited to no exposure to any of these factors, and have quickly recovered from the related market volatility. true

For 2023 and 2024, management’s expectations were that the company would benefit from the expected recovery of fund performance, the full positive impact of the 2022 / 2023 cost cutting measures, and further measures to be implemented at the start of 2024, and this is what happened.

Recently the markets have suffered from another bout of high market volatility, mostly related to geopolitical concerns and uncertainties related to the macro economy following the new tariffs war started by the United States. We have no evidence that the Funds should suffer any more than during the previous market shocks.

Therefore, for 2025, management expects the dynamics of 2024 to continue, with good fund performance and product development leading to sustained core revenues. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover arising from the provision of investment management services is recognised in the period in which the services are provided. Performance fees are recognised in the period in which they crystallise.

Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

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 profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company . Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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).

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, 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.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 profit and loss account, 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.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company conducts certain business activities through its subsidiaries based in France, Luxembourg and Spain for regulatory purposes. These subsidiaries operate as cost centres of Delff Management Limited and their expenses are wholly met by this company and recognised in these financial statements.  In the opinion of the directors, consolidating the results and activities of those subsidiaries would not materially affect the financial statements of the company.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Called up share capital represents the nominal value of Ordinary £1 shares that have been issued. Share premium reserve includes any premiums received on issue of share capital. The capital redemption reserve records the nominal value of share repurchased by the company. Profit and loss account includes all current and prior period retained profits and losses.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

Summary of transactions with other related parties

Included in accruals at 31 December 2024 is £108,333 (2023: £65,000) relating to advisory fees owed to a company with common directors and shareholders. In the year, the company has expenses of £195,000 (2023: £260,000) relating to these advisory fees.

In the year, the company has incurred expenditure of £116,218 (2023: £107,472), that relate to payments to wholly owned subsidiaries of the company.

At the year-end date, other debtors included an amount of £17,215 (2023: £nil) relating to loan to a company which shares a common director. Interest on the loan is payable at 6% per annum.

At the year-end date, other debtors included an amount of £555,055 (2023: £nil) relating to loan to a company which shares a common director. Interest on the loan is payable at 6% per annum.

The loan of £206,692 to a company which shares a common director, included within other debtors as at the previous year-end of FY23, was wholly repaid during the year. Interest on the loan was received at 6% per annum.

Dividends totalling £343,750 (2023 - £0) were declared in the year in respect of shares held by the company's directors. These remain unpaid as at 31 December 2024.