IRIS Accounts Production v25.2.0.378 06838462 Board of Directors 1.4.24 31.3.25 31.3.25 true true false true true false false true false Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 06838462 2024-03-31 06838462 2025-03-31 06838462 2024-04-01 2025-03-31 06838462 2023-03-31 06838462 2023-04-01 2024-03-31 06838462 2024-03-31 06838462 ns15:EnglandWales 2024-04-01 2025-03-31 06838462 ns14:PoundSterling 2024-04-01 2025-03-31 06838462 ns10:Director1 2024-04-01 2025-03-31 06838462 ns10:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 06838462 ns10:FRS102 2024-04-01 2025-03-31 06838462 ns10:Audited 2024-04-01 2025-03-31 06838462 ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport 2024-04-01 2025-03-31 06838462 ns10:LargeMedium-sizedCompaniesRegimeForAccounts 2024-04-01 2025-03-31 06838462 ns10:FullAccounts 2024-04-01 2025-03-31 06838462 ns10:OrdinaryShareClass1 2024-04-01 2025-03-31 06838462 ns10:Director3 2024-04-01 2025-03-31 06838462 ns10:Director4 2024-04-01 2025-03-31 06838462 ns10:Director5 2024-04-01 2025-03-31 06838462 ns10:RegisteredOffice 2024-04-01 2025-03-31 06838462 ns10:Director2 2024-04-01 2025-03-31 06838462 ns5:CurrentFinancialInstruments 2025-03-31 06838462 ns5:CurrentFinancialInstruments 2024-03-31 06838462 ns5:Non-currentFinancialInstruments 2025-03-31 06838462 ns5:Non-currentFinancialInstruments 2024-03-31 06838462 ns5:ShareCapital 2025-03-31 06838462 ns5:ShareCapital 2024-03-31 06838462 ns5:SharePremium 2025-03-31 06838462 ns5:SharePremium 2024-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2025-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2024-03-31 06838462 ns5:ShareCapital 2023-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2023-03-31 06838462 ns5:SharePremium 2023-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 06838462 1 2024-04-01 2025-03-31 06838462 1 2023-04-01 2024-03-31 06838462 ns5:ComputerEquipment 2024-04-01 2025-03-31 06838462 ns5:OwnedAssets 2024-04-01 2025-03-31 06838462 ns5:OwnedAssets 2023-04-01 2024-03-31 06838462 ns5:ComputerEquipment 2024-03-31 06838462 ns5:ComputerEquipment 2025-03-31 06838462 ns5:ComputerEquipment 2024-03-31 06838462 ns5:CostValuation 2024-03-31 06838462 ns5:ProvidedReleasedInPeriodProvisionsForImpairmentInvestments 2025-03-31 06838462 ns5:CostValuation 2025-03-31 06838462 ns5:Subsidiary2 2024-04-01 2025-03-31 06838462 3 ns5:Subsidiary2 2024-04-01 2025-03-31 06838462 ns5:Subsidiary4 2024-04-01 2025-03-31 06838462 7 ns5:Subsidiary4 2024-04-01 2025-03-31 06838462 ns5:Subsidiary5 2024-04-01 2025-03-31 06838462 9 ns5:Subsidiary5 2024-04-01 2025-03-31 06838462 ns5:Subsidiary6 2024-04-01 2025-03-31 06838462 ns5:Subsidiary6 11 2024-04-01 2025-03-31 06838462 ns5:Subsidiary6 12 2024-04-01 2025-03-31 06838462 ns5:Subsidiary7 2024-04-01 2025-03-31 06838462 ns5:Subsidiary7 13 2024-04-01 2025-03-31 06838462 ns5:Subsidiary8 2024-04-01 2025-03-31 06838462 15 ns5:Subsidiary8 2024-04-01 2025-03-31 06838462 ns5:Subsidiary8 16 2024-04-01 2025-03-31 06838462 ns5:Subsidiary9 2024-04-01 2025-03-31 06838462 17 ns5:Subsidiary9 2024-04-01 2025-03-31 06838462 ns5:Subsidiary10 2024-04-01 2025-03-31 06838462 ns5:Subsidiary10 19 2024-04-01 2025-03-31 06838462 ns5:CurrentFinancialInstruments ns5:WithinOneYear 2025-03-31 06838462 ns5:CurrentFinancialInstruments ns5:WithinOneYear 2024-03-31 06838462 ns5:Non-currentFinancialInstruments ns5:BetweenTwoFiveYears 2025-03-31 06838462 ns5:Non-currentFinancialInstruments ns5:BetweenTwoFiveYears 2024-03-31 06838462 ns5:WithinOneYear 2025-03-31 06838462 ns5:WithinOneYear 2024-03-31 06838462 ns5:DeferredTaxation 2024-03-31 06838462 ns5:DeferredTaxation 2024-04-01 2025-03-31 06838462 ns5:DeferredTaxation 2025-03-31 06838462 ns10:OrdinaryShareClass1 2025-03-31 06838462 ns5:RetainedEarningsAccumulatedLosses 2024-03-31 06838462 ns5:SharePremium 2024-03-31

REGISTERED NUMBER: 06838462 (England and Wales)

| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |

| AUDITED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 MARCH 2025 |

| FOR |

| NEGENTROPY CAPITAL PARTNERS LIMITED |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

CONTENTS OF THE FINANCIAL STATEMENTS

for the Year Ended 31 March 2025

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 3 |

| Report of the Independent Auditors | 5 |

| Profit and Loss Account | 8 |

| Other Comprehensive Income | 9 |

| Balance Sheet | 10 |

| Statement of Changes in Equity | 11 |

| Cash Flow Statement | 12 |

| Notes to the Cash Flow Statement | 13 |

| Notes to the Financial Statements | 14 |

| NEGENTROPY CAPITAL PARTNERS LIMITED |

COMPANY INFORMATION

for the Year Ended 31 March 2025

| DIRECTORS: | F Ferrara

| P di Filippo

| A Caramella

| D Pascucci

| REGISTERED OFFICE: | 60 Grosvenor Street

| London

| W1K 3HZ

| 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

| 7 Rockfield Business Park

| Old Station Drive

| Leckhampton

| Cheltenham

| GL53 0AN

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

STRATEGIC REPORT

for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company's activity throughout the year reflected a trend dominated by an uncertain macro environment. External shocks such as Russia's invasion of Ukraine and the conflicts in Israel have contributed to the global volatility.

In this uncertain environment, Private Debt and in particular asset backed lending, has become a very attractive private investment asset class. The inflow in the sector has been significant with the major players dominating the asset gathering.

Negentropy successfully agreed investment terms with two major global asset managers, giving the Company access to significant pool of money, albeit in the form of a non-discretionary mandate. Asset gathering for new discretionary funds remains therefore the main objective for Negentropy since discretionary mandates allow the Company to be more effective in the investment market and hence offer investors more investment opportunities.

Market conditions remained favourable to the asset class with a strong Q4 2024 and Q1 2025. The NPL market remained attractive. Through Guber Banca's support, Negentropy is strongly positioned in the market.

The Special Situations Fund was liquidated in Q1 2025, having reached the end of its useful life. The Debt Select Fund continues to provide strong returns to investors but has now reached the end of its investment period, making the raising of a follow-on fund even more important in 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The macro-economic environment remains very uncertain with the Russian-Ukraine and Isreal-Palestinian wars continuing, and with the US tariffs creating a new element of uncertainty into the investors' scenarios. Interest rate uncertainty combined with economic growth challenges both pose risks for the private debt asset class.

Despite the above challenges, the Company's investment strategies remain resilient and de-coupled from liquid markets.

The Company remains well positioned to seek and invest in attractive opportunities created by the higher interest rate environment and the global uncertainties. We believe that the newly experienced volatility and uncertainty will have a heavier impact on the public and private equity markets, while private debt will continue benefit from lower risk and better predictability of cash flows.

KEY PERFORMANCE INDICATORS

Key performance indicators on which management continues to focus remain Assets Under Management stability, Rates of Return on investments and on the funds in general. Fixed costs control is also monitored with care to ensure business sustainability and profitability. Each of these are reviewed regularly by management against the budget and prior periods.

The Company Directors are pleased with the performance of the Company during the year in regard to these indicators.

ON BEHALF OF THE BOARD:

F Ferrara - Director

18 September 2025

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

REPORT OF THE DIRECTORS

for the Year Ended 31 March 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

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 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

F Ferrara

P di Filippo

A Caramella

Other changes in directors holding office are as follows:

G Galimberti - resigned 28 June 2024

D Pascucci - appointed 28 June 2024

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.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

REPORT OF THE DIRECTORS

for the Year Ended 31 March 2025

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

18 September 2025

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 2025 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 (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 2025 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEGENTROPY CAPITAL PARTNERS LIMITED

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:

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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEGENTROPY CAPITAL PARTNERS LIMITED

John Tiltman (Senior Statutory Auditor)

for and on behalf of DTL Auditors Ltd

5th Floor

North Side

7-10 Chandos Street

London

W1G 9DQ

18 September 2025

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

PROFIT AND LOSS ACCOUNT

for the Year Ended 31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 712,126 |  | 691,989 |  |

Administrative expenses | (730,687 | ) | (676,091 | ) |

OPERATING (LOSS)/PROFIT | 5 | (18,561 | ) | 15,898 |  |

Interest payable and similar expenses | 6 | (9,605 | ) | (4,786 | ) |

(LOSS)/PROFIT BEFORE TAXATION | (28,166 | ) | 11,112 |  |

Tax on (loss)/profit | 7 | (21,016 | ) | 298 |  |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (49,182 | ) | 11,410 |  |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

OTHER COMPREHENSIVE INCOME

for the Year Ended 31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

(LOSS)/PROFIT FOR THE YEAR | (49,182 | ) | 11,410 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (49,182 | ) | 11,410 |  |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

BALANCE SHEET

31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 5,807 |  | 1,217 |  |

Investments | 9 | 115,018 |  | 383,394 |  |

120,825 |  | 384,611 |  |

CURRENT ASSETS

Debtors | 10 | 403,746 |  | 230,680 |  |

Cash at bank | 290,593 |  | 324,228 |  |

694,339 |  | 554,908 |  |

CREDITORS

Amounts falling due within one year | 11 | (254,371 | ) | (292,148 | ) |

NET CURRENT ASSETS | 439,968 |  | 262,760 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 560,793 |  | 647,371 |  |

CREDITORS

Amounts falling due after more than one year | 12 | (336,255 | ) | (374,798 | ) |

PROVISIONS FOR LIABILITIES | 15 | (1,451 | ) | (304 | ) |

NET ASSETS | 223,087 |  | 272,269 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 517,858 |  | 517,858 |  |

Share premium | 17 | 35,162 |  | 35,162 |  |

Retained earnings | 17 | (329,933 | ) | (280,751 | ) |

SHAREHOLDERS' FUNDS | 223,087 |  | 272,269 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 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 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 April 2023 | 517,858 |  | (292,161 | ) | 35,162 |  | 260,859 |  |

Changes in equity

Total comprehensive income | - |  | 11,410 |  | - |  | 11,410 |  |

Balance at 31 March 2024 | 517,858 |  | (280,751 | ) | 35,162 |  | 272,269 |  |

Changes in equity

Total comprehensive income | - |  | (49,182 | ) | - |  | (49,182 | ) |

Balance at 31 March 2025 | 517,858 |  | (329,933 | ) | 35,162 |  | 223,087 |  |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

CASH FLOW STATEMENT

for the Year Ended 31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 34,516 |  | 161,827 |  |

Interest paid | (9,605 | ) | (4,786 | ) |

Foreign Exchange Gain/Loss | (12,392 | ) | (7,247 | ) |

Net cash from operating activities | 12,519 |  | 149,794 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (7,611 | ) | - |  |

Net cash from investing activities | (7,611 | ) | - |  |

Cash flows from financing activities

Amount introduced by directors | 336,255 |  | - |  |

Amount repaid to directors | (374,798 | ) | (948,999 | ) |

Net cash from financing activities | (38,543 | ) | (948,999 | ) |

Decrease in cash and cash equivalents | (33,635 | ) | (799,205 | ) |

Cash and cash equivalents at beginning of year | 2 | 324,228 |  | 1,123,433 |  |

Cash and cash equivalents at end of year | 2 | 290,593 |  | 324,228 |  |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE CASH FLOW STATEMENT

for the Year Ended 31 March 2025

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before taxation | (28,166 | ) | 11,112 |  |

| Depreciation charges | 3,021 |  | 1,192 |  |

| Foreign Exchange Gain/Loss | 12,392 |  | 7,247 |  |

| Impairment of fixed assets | 268,376 |  | - |  |

| Finance costs | 9,605 |  | 4,786 |  |

265,228 |  | 24,337 |  |

| Increase in trade and other debtors | (173,066 | ) | (47,220 | ) |

| (Decrease)/increase in trade and other creditors | (57,646 | ) | 184,710 |  |

| Cash generated from operations | 34,516 |  | 161,827 |  |

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 2025

| 31.3.25 |  | 1.4.24

£ | £ |

| Cash and cash equivalents | 290,593 |  | 324,228 |  |

| Year ended 31 March 2024

| 31.3.24 |  | 1.4.23

£ | £ |

| Cash and cash equivalents | 324,228 |  | 1,123,433 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.4.24 | Cash flow | At 31.3.25

£ | £ | £ |

| Net cash |

| Cash at bank | 324,228 |  | (33,635 | ) | 290,593 |  |

324,228 |  | (33,635 | ) | 290,593 |  |

| Debt

| Debts falling due after 1 year | (374,798 | ) | 38,543 |  | (336,255 | ) |

(374,798 | ) | 38,543 |  | (336,255 | ) |

| Total | (50,570 | ) | 4,908 |  | (45,662 | ) |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS

for the Year Ended 31 March 2025

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 routinely used in preparing the financial statements

| During the year the impairment of fixed asset investments were estimated.

| 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.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| 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

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 234,516 |  | 413,651 |  |

| Social security costs | 13,234 |  | 10,475 |  |

| Other pension costs | 2,642 |  | 2,311 |  |

250,392 |  | 426,437 |  |

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

| 2025 |  | 2024

| Directors | 4 |  | 4 |  |

| Administrative | 2 |  | 2 |  |

6 |  | 6 |  |

4. | DIRECTORS' EMOLUMENTS

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Directors' remuneration |  | 105,000 |  | 86,850 |  |

| The remuneration for A Caramella relates to his role as COO and not director. This figure is also included in the total wages and salaries figure above.

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 March 2025

5. | OPERATING (LOSS)/PROFIT

| The operating loss (2024 - operating profit) is stated after charging:

| 2025 |  | 2024

£ | £ |

| Other operating leases | 44,852 |  | 49,673 |  |

| Depreciation - owned assets | 3,021 |  | 1,192 |  |

| Auditing of accounts | 4,500 |  | 4,600 |  |

| Foreign exchange differences | 12,392 |  | 7,247 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank and loan interest | 9,605 |  | 4,786 |  |

7. | TAXATION

| Analysis of the tax charge/(credit)

| The tax charge/(credit) on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 19,869 |  | - |  |

| Deferred tax | 1,147 |  | (298 | ) |

| Tax on (loss)/profit | 21,016 |  | (298 | ) |

| UK corporation tax has been charged at 25% .

| Reconciliation of total tax charge/(credit) included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before tax | (28,166 | ) | 11,112 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | (7,042 | ) | 2,778 |  |

| Effects of:

| Expenses not deductible for tax purposes | 72,785 |  | 360 |  |

| Capital allowances in excess of depreciation | (1,903 | ) | - |  |

| Utilisation of tax losses | (43,971 | ) | (3,138 | ) |

| Deferred Tax | 1,147 |  | (298 | ) |

| Total tax charge/(credit) | 21,016 |  | (298 | ) |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 March 2025

8. | TANGIBLE FIXED ASSETS

| Computer

| equipment

£ |

| COST

| At 1 April 2024 | 3,575 |  |

| Additions | 7,611 |  |

| At 31 March 2025 | 11,186 |  |

| DEPRECIATION

| At 1 April 2024 | 2,358 |  |

| Charge for year | 3,021 |  |

| At 31 March 2025 | 5,379 |  |

| NET BOOK VALUE

| At 31 March 2025 | 5,807 |  |

| At 31 March 2024 | 1,217 |  |

9. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertaking

£ |

| COST

| At 1 April 2024 | 383,394 |  |

| Impairments | (268,376 | ) |

| At 31 March 2025 | 115,018 |  |

| NET BOOK VALUE

| At 31 March 2025 | 115,018 |  |

| At 31 March 2024 | 383,394 |  |

| 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 |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 March 2025

9. | 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 |

| 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 |

| Liqudated 28/03/2025 |

| 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 |

| SHL Capsicum S.A.R.L

| Registered office: 51, Boulevard Grande Duchesse Charlotte, L-1331, Luxembourg

| Nature of business: Investment holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Liqudated 03/04/2025 |

| 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 2025

10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade debtors | 192,640 |  | - |  |

| Amounts owed by group undertakings | 109,364 |  | 109,570 |  |

| Other debtors | 8,717 |  | 4,085 |  |

| VAT | 7,572 |  | 11,020 |  |

| Prepayments and accrued income | 85,453 |  | 106,005 |  |

403,746 |  | 230,680 |  |

11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade creditors | 19,756 |  | 42,570 |  |

| Tax | 19,869 |  | - |  |

| Social security and other taxes | - |  | 514 |  |

| Accruals and deferred income | 214,746 |  | 249,064 |  |

254,371 |  | 292,148 |  |

12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Other loans (see note 13) | 336,255 |  | 374,798 |  |

13. | LOANS

| An analysis of the maturity of loans is given below:

2025 | 2024 |

£ | £ |

| Amounts falling due between two and five years:

| Other loans between 2-5 years | 336,255 |  | 374,798 |  |

14. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2025 | 2024 |

£ | £ |

| Within one year | 38,400 |  | 7,670 |  |

15. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

£ | £ |

| Deferred tax | 1,451 |  | 304 |  |

NEGENTROPY CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06838462) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 March 2025

15. | PROVISIONS FOR LIABILITIES - continued

| Deferred |

| tax |

£ |

| Balance at 1 April 2024 | 304 |  |

| Provided during year | 1,147 |  |

| Balance at 31 March 2025 | 1,451 |  |

16. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 517,858 | Ordinary | £1 | 517,858 |  | 517,858 |  |

17. | RESERVES

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 April 2024 | (280,751 | ) | 35,162 |  | (245,589 | ) |

| Deficit for the year | (49,182 | ) | - |  | (49,182 | ) |

| At 31 March 2025 | (329,933 | ) | 35,162 |  | (294,771 | ) |

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

18. | RELATED PARTY DISCLOSURES

| During the year the company received loan funding from a director, F Ferrara of £323,115 (2024 - £nil) and interest was charged in the year of £9,605 (2024 - £nil). At the year end £336,255 was payable by the company (2024 - £nil). Interest is charged on the loan at 5% per year. There is no fixed terms for repayment..

| During the year the company provided management services to another group undertaking, Negentropy RAIF, of £107,171 (2024 - £163,540). At the year end £nil was due to the company (2024 - £nil). The balance is interest free and repayable on demand.

| During the year the company received arrangement fees from the directors F Ferrara, £5,703 (2024 - £nil).

19. | 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 F Ferrara.