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

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

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

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

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.

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

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.

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.

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

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

(LOSS)/PROFIT FOR THE YEAR

(49,182

)

11,410

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(49,182

)

11,410

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

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

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

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

)

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.

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.

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

)

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 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