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Registration number: 13013324

ADG Prefcap GP Limited
Annual Report and Financial Statements
for the Year Ended 31 March 2025

ADG Prefcap GP Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Notes to the Financial Statements | 13 to 15

ADG Prefcap GP Limited

Company Information

Directors | ADG Corporate Ltd A R Mills M Young

Registered office | Part Level 18 5 Aldermanbury Square London EC2V 7HR

Auditors | EVMS Partners LLP Chartered Accountants45 Ludgate Hill London EC4M 7JU

ADG Prefcap GP Limited

Strategic Report for the Year Ended 31 March 2025

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

Principal activity

The principal activity of the company is to act as a general partner to a limited partnership.

Fair review of the business

The company acts as the general partner to the ADG Prefcap I private fund limited partnership ('the Fund'). It is remunerated via a general partner priority profit share, which was £54,841 (2024: £73,852) for the year. The company pays a management fee to its immediate parent undertaking, ADG Prefcap LLP, which is equal and opposite to this priority profit share. Accordingly the company generates neither profit nor loss and does not have significant assets or liabilities. Additionally, the company does not have a bank account, with all receipts and payments relating to its activities flowing through the immediate parent undertaking. The company has no employees other than the directors, who are not remunerated by the company. Accordingly, the company's directors do not believe an analysis of the company's activities by reference to its financial key performance indicators is necessary for an understanding of its business.
Given the nature of its income and costs, the company is not exposed to significant risks or uncertainties.

Approved and authorised by the Board on 6 October 2025 and signed on its behalf by:

......................................... M Young Director

ADG Prefcap GP Limited

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors of the company

The directors who held office during the year were as follows:

ADG Corporate Ltd

A R Mills

M Young

Disclosure of information to the auditors

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 6 October 2025 and signed on its behalf by:

......................................... M Young Director

ADG Prefcap GP Limited

Statement of Directors' Responsibilities

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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

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

• | 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.

ADG Prefcap GP Limited

Independent Auditor's Report to the Members of ADG Prefcap GP Limited

Opinion

We have audited the financial statements of ADG Prefcap GP Limited (the 'company') for the year ended 31 March 2025, which comprise the Profit and Loss Account, Balance Sheet, 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 Financial Reporting Standard 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 March 2025 and of its result 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 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 director's 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

ADG Prefcap GP Limited

Independent Auditor's Report to the Members of ADG Prefcap GP Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.

ADG Prefcap GP Limited

Independent Auditor's Report to the Members of ADG Prefcap GP Limited

Auditor 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.
Based on our understanding of the company and its industry, we considered that non-compliance with the Companies Act 2006 and taxation laws relevant to the company's activities might have a material effect on the financial statements.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

• | Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
• | Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
• | Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
• | Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance. Such risks were mitigated by the extremely low transaction volume in the company.

Our audit procedures in relation to fraud included but were not limited to:

• | Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

• | Gaining an understanding of the internal controls established to mitigate risks related to fraud; and

• | Discussing amongst the engagement team the risks of fraud.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any
audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

ADG Prefcap GP Limited

Independent Auditor's Report to the Members of ADG Prefcap GP Limited

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.

......................................
Alex Macpherson (Senior Statutory Auditor)
For and on behalf of EVMS Partners LLP, Statutory Auditor
45 Ludgate Hill
London
EC4M 7JU

6 October 2025

ADG Prefcap GP Limited

Profit and Loss Account for the Year Ended 31 March 2025

| Note | 2025 £ | 2024 £
Turnover |  | - | -
Administrative expenses |  | (54,841) | (73,852)
Operating loss | 3 | (54,841) | (73,852)
Income from other fixed assets investments | 4 | 54,841 | 73,852
Profit/(loss) before tax |  | - | -
Tax on profit |  | - | -
Profit/(loss) for the financial year |  | - | -

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

ADG Prefcap GP Limited

(Registration number: 13013324)
Balance Sheet as at 31 March 2025

| Note | 2025 £ | 2024 £
Current assets |  |  |
Debtors | 6 | 24,431 | 18,325
Creditors: Amounts falling due within one year | 7 | (24,430) | (18,324)
Net assets |  | 1 | 1
Capital and reserves |  |  |
Called up share capital |  | 1 | 1
Retained earnings |  | - | -
Shareholders' funds |  | 1 | 1

Approved and authorised by the Board on 6 October 2025 and signed on its behalf by:

......................................... M Young Director

ADG Prefcap GP Limited

Statement of Changes in Equity for the Year Ended 31 March 2025

| Share capital £ | Retained earnings £ | Total £
At 1 April 2024 | 1 | - | 1
Total comprehensive income | - | - | -
At 31 March 2025 | 1 | - | 1

| Share capital £ | Retained earnings £ | Total £
At 1 April 2023 | 1 | - | 1
Total comprehensive income | - | - | -
At 31 March 2024 | 1 | - | 1

ADG Prefcap GP Limited

Statement of Cash Flows for the Year Ended 31 March 2025

| 2025 £ | 2024 £
Cash flows from operating activities
Profit/(loss) for the year | - | -
Working capital adjustments |  |
Increase in trade debtors | (6,106) | (151)
Increase in trade creditors | 6,106 | 151
Net cash flow from operating activities | - | -
Net increase/(decrease) in cash and cash equivalents | - | -
Cash and cash equivalents at 1 April | - | -
Cash and cash equivalents at 31 March | - | -

ADG Prefcap GP Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

1 | General information

The company is a private company limited by shares, incorporated in the United Kingdom and registered in England. The address of its registered office is: Part Level 18, 5 Aldermanbury Square, London, EC2V 7HR.

2 | Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

The company does not treat the limited partnership of which it is a member as a subsidiary undertaking as there is a second general partner of that limited partnership, and the company can be removed as the general partner by the limited partners on short notice. Accordingly the company has no subsidiary undertakings, and these financial statements reflect the activities of the company only.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

ADG Prefcap GP Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

3 | Operating loss

The company's audit fee is borne by its immediate parent undertaking, ADG Prefcap LLP. The company incurred management fees of £54,841 (2024: £73,852) to ADG Prefcap LLP during the year.

4 | Other interest receivable and similar income

Income from fixed assets investments arises from a priority profit share from ADG Prefcap I.

5 | Staff costs

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Directors | 3 | 3
| 3 | 3

The directors are not remunerated through the company.

6 | Debtors

Current | 2025 £ | 2024 £
Other debtors | 1 | 1
Accrued income | 24,430 | 18,324
| 24,431 | 18,325

7 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Accruals | 24,430 | 18,324

ADG Prefcap GP Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

8 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £1 each | 1 | 1 | 1 | 1

9 | Parent and ultimate parent undertaking

The company's immediate parent undertaking is ADG Prefcap LLP, a limited liability partnership incorporated in the United Kingdom, and registered in England.
The ultimate parent undertaking, which heads the smallest and largest group that produces consolidated financial statements including the company's position and results, is ADG Corporate Ltd, a private limited company incorporated in the United Kingdom and registered in England. Copies of the ADG Corporate Ltd consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.