REGISTERED NUMBER: OC431107 (England and Wales)

Report of the Members and

Financial Statements for the Year Ended 31 March 2025

for

Acasta Partners UK LLP

Page

General Information

1

Report of the Members

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Reconciliation of Members' Interests

11

Cash Flow Statement

13

Notes to the Financial Statements

14

DESIGNATED MEMBERS:

M Humphries

Acasta Partners Holdings Limited

REGISTERED OFFICE:

4 Sloane Terrace

London

SW1X 9DQ

REGISTERED NUMBER:

OC431107 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael Marcus FCA FCCA

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

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

CHANGE OF NAME

The LLP passed a special resolution on 29 November 2024 changing its name from Acasta Partners Europe LLP to Acasta Partners UK LLP.

PRINCIPAL ACTIVITY

The principal activity of the LLP in the year under review was that of providing investment management services.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DESIGNATED MEMBERS

The designated members during the year under review were:

M Humphries

Acasta Partners GP LLC

RESULTS FOR THE YEAR AND ALLOCATION TO MEMBERS

The profit for the year before members' remuneration and profit shares was $27,818,355 (2024 - $13,270,566 profit).

MEMBERS' INTERESTS

Policies for Members drawings, subscriptions and repayment of Members' capital are governed by the Members' updated agreement dated 6 December 2023.

Each Member shall be entitled to draw an amount equal to his annual fixed share on such dates as the Corporate Member may from time to time determine.

MEMBERS' PROFIT ALLOCATION

Any profits are shared among the Members as decided by the Executive Committee and governed by the Members' updated agreement dated 6 December 2023.

MEMBERS' RESPONSIBILITIES STATEMENT

The members are responsible for preparing the Report of the Members and the financial statements in accordance with applicable law and regulations.

Legislation applicable to limited liability partnerships requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under legislation applicable to limited liability partnerships the members 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 LLP and of the profit or loss of the LLP for that period. In preparing these financial statements, the members 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 LLP will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP 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 members are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the LLP's auditors are unaware, and each member has taken all the steps that he ought to have taken as a member in order to make himself aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE MEMBERS:

M Humphries - Designated member

23 December 2025

Opinion

We have audited the financial statements of Acasta Partners UK LLP (the 'LLP') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Reconciliation of Members' Interests, Cash Flow Statement 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 LLP's affairs as at 31 March 2025 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 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the LLP 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 members' 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 LLP'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 members with respect to going concern are described in the relevant sections of this report.

Other information

The members are responsible for the other information. The other information comprises the information in the Report of the Members, but does not include the financial statements and our Report of the Auditors 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 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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 as applied to LLPs 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

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

Responsibilities of members

As explained more fully in the Members' Responsibilities Statement set out on page two, the members 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 members determine 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 members are responsible for assessing the LLP'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 members either intend to liquidate the LLP or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

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. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

Use of our report

This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the LLP and the LLP's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Marcus FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

23 December 2025

TURNOVER

3

27,816,269

13,271,797

Other (expense)/income

2,086

(1,231

)

OPERATING PROFIT and

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES

27,818,355

13,270,566

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES

27,818,355

13,270,566

Members' remuneration charged as an expense

5

(1,147,230

)

(1,064,095

)

PROFIT FOR THE FINANCIAL YEAR AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

26,671,125

12,206,471

PROFIT FOR THE FINANCIAL YEAR AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

26,671,125

12,206,471

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

26,671,125

12,206,471

CURRENT ASSETS

Debtors

6

4,474,920

1,925,337

Cash at bank

758,750

556,418

5,233,670

2,481,755

CREDITORS

Amounts falling due within one year

7

(68,107

)

(56,844

)

NET CURRENT ASSETS

5,165,563

2,424,911

TOTAL ASSETS LESS CURRENT LIABILITIES

and

NET ASSETS ATTRIBUTABLE TO MEMBERS

5,165,563

2,424,911

LOANS AND OTHER DEBTS DUE TO MEMBERS

8

5,165,563

2,424,911

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

8

5,165,563

2,424,911

The financial statements were approved by the members of the LLP and authorised for issue on 23 December 2025 and were signed by:

M Humphries - Designated member

EQUITY

DEBT

TOTAL

Members'

Loans and other debts due to

MEMBERS'

other

members less any amounts due

INTERESTS

interests

from members in debtors

Members'

capital

Other

(classified

Other

reserves

as debt)

amounts

Total

Total

$

$

$

$

$

Amount due to members

6,001

2,418,910

2,424,911

Amount due from members

-

-

-

Balance at 1 April 2024

-

6,001

2,418,910

2,424,911

2,424,911

Members' remuneration charged as an expense, including employment and retirement benefit costs

-

-

1,147,230

1,147,230

1,147,230

Profit for the financial year available for discretionary division among members

26,671,125

-

-

-

26,671,125

Members' interests after profit for the year

26,671,125

6,001

3,566,140

3,572,141

30,243,266

Other divisions of profit

(26,671,125

)

-

26,671,125

26,671,125

-

Drawings on account and distributions of profit

-

-

(25,077,703

)

(25,077,703

)

(25,077,703

)

Amount due to members

6,001

5,159,562

5,165,563

Amount due from members

-

-

-

Balance at 31 March 2025

-

6,001

5,159,562

5,165,563

5,165,563

EQUITY

DEBT

TOTAL

Members'

Loans and other debts due to

MEMBERS'

other

members less any amounts due

INTERESTS

interests

from members in debtors

Members'

capital

Other

(classified

Other

reserves

as debt)

amounts

Total

Total

$

$

$

$

$

Amount due to members

4,001

2,251,016

2,255,017

Amount due from members

-

-

-

Balance at 1 January 2023

-

4,001

2,251,016

2,255,017

2,255,017

Members' remuneration charged as an expense, including employment and retirement benefit costs

-

-

1,064,095

1,064,095

1,064,095

Profit for the financial year available for discretionary division among members

12,206,471

-

-

-

12,206,471

Members' interests after profit for the year

12,206,471

4,001

3,315,111

3,319,112

15,525,583

Other divisions of profit

(12,206,471

)

-

12,206,471

12,206,471

-

Introduced by members

-

2,000

-

2,000

2,000

Drawings on account and distributions of profit

-

-

(13,102,672

)

(13,102,672

)

(13,102,672

)

Amount due to members

6,001

2,418,910

2,424,911

Amount due from members

-

-

-

Balance at 31 March 2024

-

6,001

2,418,910

2,424,911

2,424,911

Cash flows from operating activities

Cash generated from operations

11

25,280,035

13,656,950

Net cash from operating activities

25,280,035

13,656,950

Cash flows from financing activities

Transactions with members and former

members

Payments to members

(25,077,703

)

(13,102,672

)

Contributions by members

-

2,000

Net cash from financing activities

(25,077,703

)

(13,100,672

)

Increase in cash and cash equivalents

202,332

556,278

Cash and cash equivalents at beginning of year

12

556,418

140

Cash and cash equivalents at end of year

12

758,750

556,418

1.	STATUTORY INFORMATION

Acasta Partners UK LLP is registered in England and Wales. The LLP's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the US Dollar ($).

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 requirements of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

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

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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Classification of share of profits in the cash flow statement

Share of profits are included in cash generated from operations.

Financial instruments

The LLP 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 LLP's statement of financial position when the LLP 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

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.

Derecognition of financial assets

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies andpreference shares that are classified as debt, are initially recognised at transaction price unless thearrangement 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.

Derecognition of financial liabilities

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

3.

TURNOVER

Management fees, which are stated net of value added tax, are attributable to the supply of investment management services to TFG Asset Management UK LLP in respect of Acasta Global Fund LP. Fees are recognised in income on receipt.

4.	EMPLOYEE INFORMATION

Members profit share classified as remuneration: US $1,147,230 (2024: $1,064,095).

5.	INFORMATION IN RELATION TO MEMBERS

Members profit share classified as remuneration: $1,147,230 (2024: $1,064,095)

The amount of profit for the period ended 31 March 2025 attributable to the member with the largest entitlement was: $191,205 (2024: $237,779).

The average number of members during the period was 6 (2024: 5).

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

$

$

Trade debtors

4,474,919

1,925,336

Other debtors

1

1

4,474,920

1,925,337

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

$

$

VAT

68,107

56,844

8.

LOANS AND OTHER DEBTS DUE TO MEMBERS

31.3.25

31.3.24

$

$

Amounts owed to members in respect of profits

5,159,562

2,418,910

Capital account

6,001

6,001

5,165,563

2,424,911

Falling due within one year

5,165,563

2,424,911

9.	POST BALANCE SHEET EVENTS

On 12th August 2025, Acasta Partners UK LLP were approved and registered with the Financial Conduct Authority ("FCA"). On 17th July 2025, capital of $2,500,998 was introduced into the LLP to meet the FCA's capital requirements.

10.	ULTIMATE CONTROLLING PARTY

The controlling party is M Humphries.

11.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS TO CASH GENERATED FROM OPERATIONS

Period

1.1.23

Year Ended

to

31.3.25

31.3.24

$

$

Profit for the financial year available for discretionary division among members

26,671,125

12,206,471

Members' remuneration charged as an expense

1,147,230

1,064,095

27,818,355

13,270,566

(Increase)/decrease in trade and other debtors

(2,549,583

)

816,710

Increase/(decrease) in trade and other creditors

11,263

(430,326

)

Cash generated from operations

25,280,035

13,656,950

12.	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

758,750

556,418

Period ended 31 March 2024

31.3.24

1.1.23

$

$

Cash and cash equivalents

556,418

140

13.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.4.24

Cash flow

changes

At 31.3.25

$

$

$

$

Net cash

Cash at bank

556,418

202,332

758,750

556,418

202,332

758,750

Net funds (before

members' debt)

556,418

202,332

-

758,750

Loans and other debts

due to members

Members' capital

(6,001

)

-

-

(6,001

)

Other amounts

due to members

(2,418,910

)

23,930,473

(26,671,125

)

(5,159,562

)

Net debt

(1,868,493

)

24,132,805

(26,671,125

)

(4,406,813

)