REGISTERED NUMBER: 09110476 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

MARKOVTECH CAPITAL LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

D Crapanzano

S W Guetter

A Savva

REGISTERED OFFICE:

1 Knightsbridge Green

London

SW1X 7QA

REGISTERED NUMBER:

09110476 (England and Wales)

AUDITORS:

Belluzzo Audit Limited

Chartered Accountants and Statutory Auditors

38 Craven Street

London

WC2N 5NG

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

Principal Activities

Gardena Capital was incorporated on 1st July 2014, and was renamed into Markovtech Capital Ltd during the financial year 2025.

The company continues to be authorised and regulated by the Financial Conduct Authority (FCA) since the 23rd of November 2015 for the following activities:

- Advising on investments (except on Pension Transfers and Pension Opt Outs);

- Agreeing to carry out a regulated activity;

- Arranging (bringing about) deals in investments;

- Dealing in investments as agent;

- Making arrangements with a view to transactions in investments;

- Managing investments;

- Advising on P2P agreements

Markovtech Capital can provide its services only to "professional clients" and "qualified Counterparties" and it cannot hold client money.

In December 2024 Gardena has been appointed to act as investment sub-adviser for a significant managed account bond investment mandate by a global multi-billion investment management group with a Cayman Island based exempted fund company and a significant London operation.

Furthermore, Markovtech Capital has taken on the management of two SICAV's with sub-funds in Malta. The company terminated the investment management of one umbrella ICAV in Ireland with two sub-funds and is overseeing the redemption and orderly liquidation of another ICAV in Ireland.

REVIEW OF BUSINESS

Markovtech Capital's focus is on the management of alternative investment products and private managed accounts for institutional and professional clients. Additionally, the Company is developing technology-led fixed income and quantitative bond market investment strategies to strengthen its ability to generate superior and stable returns for its clients. Markovtech Capital is operating a very focused business, currently largely relying on the global investment management group and its special managed account as its key mandate.

After the transition year 2024 the focus turned to establishing the new and more sizable investment mandate for the larger and more sophisticated professional investor and widening the scope and capabilities in quantitative bond market investing. The company operates on a very lean cost base with a view to steadily growing its operations with self-generated cash flow. 2025 has mainly been used to further develop the trading platform and broaden the company's access and flow integration in the target markets.This strategy continues to be executed to build further foundations for sustainable growth and profitability in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

The primary risks for the company are posed by economic uncertainties mostly arising from unfavourable market conditions affecting its activities. The board of Directors considers the development of cutting edge quantitative and technology-led investment and risk management strategies and securing sophisticated investment mandates as the appropriate strategic focus to minimise these uncertainties and to deliver sustainable growth of the company. Moreover, Markovtech deals with specific risks according to its activities which are considered to be mainly operative risks and legal risks.

Key Performance Indicators

The repositioning of investment strategies and mandates and a significant reduction of cost in line with a sustainable strategy has positioned Markovtech Capital for scalable future growth and profitability. While Markovtech has not yet managed to break even in 2025, the acquisition of a new, sizable investment mandate of USD 150,000,000 has positioned the business for sustainable and profitable growth going forward. The key performance indicators used by management for understanding the development and performance of the company include management accounts, expense and cost reports, regular run-rate and cost budget projections, regulatory capital reports and cash flow projections, performance fees, assets under management and net profits.

.

2025

2024

2023

2022

Performance Fees

2,808

144,143

884,875

428,772

Fund Management Fees

-

750,302

1,698,347

1,794,565

Profit / (loss) before tax

(132,129)

(586,495)

99,333

32,420

SECTION 172(1) STATEMENT OF THE COMPANIES ACT

Markovtech Capital's main priority is its clients. Over the medium to long term, clients look to the company to preserve their capital and to generate stable and superior financial returns on their portfolios; to provide a sophisticated, technology-led and consistent investment approach and to have values appropriate to the company's fiduciary obligation. If the company is looking after its client investments appropriately, then will mutually benefit its clients, staff and shareholders. The company's treats its stakeholders fairly and equally to balance the benefit from the delivery of the company's business plan. Its directors continuously look for the best ways to generate value for their clients and the wider community through the highest standards of integrity, professionalism, regulatory compliance and transparency. The board of directors meets regularly during the year to discuss various issues relating to corporate strategy and risk management at an investment portfolio as well as at a company level.

Key Management

Key management represent the directors only and their remuneration is disclosed in Note 3.

This report was approved by the board of directors on 23 April 2026 and signed :

ON BEHALF OF THE BOARD:

S W Guetter - Director

24 April 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

D Crapanzano

S W Guetter

Other changes in directors holding office are as follows:

A Savva - appointed 27 February 2025

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, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S W Guetter - Director

24 April 2026

Opinion

We have audited the financial statements of Markovtech Capital Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 31 December 2025 and of its loss 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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.

Opinions on other matters 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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Report of the Directors.

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 four, 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 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.

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.

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 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation and data protection.

-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and inspecting board minutes

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-performed analytical procedures to identify any unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-agreeing financial statement disclosures to underlying supporting documentation;

-reading the minutes of meetings of those charged with governance; and

-enquiring of management as to actual and potential litigation and claims;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required , to identify non-compliance with laws and regulations, to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or

collusion.

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 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Tony Castagnetti (Senior Statutory Auditor)

for and on behalf of Belluzzo Audit Limited

Chartered Accountants and Statutory Auditors

38 Craven Street

London

WC2N 5NG

27 July 2026

TURNOVER

2,808

911,031

Cost of sales

-

(71,655

)

GROSS PROFIT

2,808

839,376

Administrative expenses

(135,702

)

(1,425,871

)

OPERATING LOSS

4

(132,894

)

(586,495

)

Interest payable and similar expenses

5

765

-

LOSS BEFORE TAXATION

(132,129

)

(586,495

)

Tax on loss

6

-

60,929

LOSS FOR THE FINANCIAL YEAR

(132,129

)

(525,566

)

LOSS FOR THE YEAR

(132,129

)

(525,566

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(132,129

)

(525,566

)

FIXED ASSETS

Intangible assets

7

-

2,257

CURRENT ASSETS

Debtors

8

693,248

466,314

Cash at bank

899,869

639,190

1,593,117

1,105,504

CREDITORS

Amounts falling due within one year

9

(1,442,812

)

(825,327

)

NET CURRENT ASSETS

150,305

280,177

TOTAL ASSETS LESS CURRENT LIABILITIES

150,305

282,434

CAPITAL AND RESERVES

Called up share capital

10

515,034

515,034

Retained earnings

11

(364,729

)

(232,600

)

SHAREHOLDERS' FUNDS

150,305

282,434

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

S W Guetter - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

515,034

292,966

808,000

Changes in equity

Total comprehensive income

-

(525,566

)

(525,566

)

Balance at 31 December 2024

515,034

(232,600

)

282,434

Changes in equity

Total comprehensive income

-

(132,129

)

(132,129

)

Balance at 31 December 2025

515,034

(364,729

)

150,305

Cash flows from operating activities

Cash generated from operations

12

(180,612

)

(559,979

)

Interest paid

765

-

Net cash from operating activities

(179,847

)

(559,979

)

Cash flows from investing activities

Sale of intangible fixed assets

2,257

40,683

Sale of tangible fixed assets

(2,257

)

44,696

Net cash from investing activities

-

85,379

Cash flows from financing activities

New loans in year

472,334

-

Net cash from financing activities

472,334

-

Increase/(decrease) in cash and cash equivalents

292,487

(474,600

)

Cash and cash equivalents at beginning of year

13

639,190

1,132,186

Effect of foreign exchange rate changes

(31,808

)

(18,396

)

Cash and cash equivalents at end of year

13

899,869

639,190

1.	STATUTORY INFORMATION

Markovtech Capital 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.

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.

Turnover

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

Intangible assets

Intangible assets are initially recorded at cost and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts are recorded at fair value at the date of revaluation as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected economic benefits are probable and the cost or value can be measured reliably.

Amortisation is calculated so as to write off cost of an asset, less its estimated residual value over the useful life of that asset as follows:

Intangible asset - comprise of software and is amortised over a period of 3-4 years.

Tangible fixed assets

Tangible assets are initially recorded at cost and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Tangible Asset class Depreciation method and rate

Leasehold improvements Straight line over the term of the lease

Furniture, fittings and equipment Straight line between 3-10 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

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.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

-

573,267

Social security costs

2,215

91,068

Other pension costs

-

5,237

2,215

669,572

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

2025

2024

Directors

-

2

Investment Managers

-

5

-

7

2025

2024

£

£

Directors' remuneration

-

44,852

4.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Other operating leases

-

41,886

Loss on disposal of fixed assets

2,257

57

Auditors' remuneration

15,500

10,370

Foreign exchange differences

31,808

18,396

Regulatory Fees

41,544

84,422

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

(765

)

-

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2025

2024

£

£

Current tax:

Corporation Tax

-

(48,077

)

Deferred tax

-

(12,852

)

Tax on loss

-

(60,929

)

7.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 January 2025

2,257

Disposals

(2,257

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

2,257

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

667,067

430,154

Amounts owed by participating interests

17,267

4,601

Other debtors

-

11,665

VAT

1,091

12,076

Prepayments and accrued income

7,823

7,818

693,248

466,314

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

659,265

518,657

Amounts owed to participating interests

735,000

250,000

Other creditors

30,904

30,291

Pension Control Account

-

242

Accruals and deferred income

17,643

26,137

1,442,812

825,327

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

700,000

Ordinary

_1

515,034

515,034

11.

RESERVES

Retained

earnings

£

At 1 January 2025

(232,600

)

Deficit for the year

(132,129

)

At 31 December 2025

(364,729

)

12.	RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss for the financial year

(132,129

)

(525,566

)

Depreciation charges

-

1,125

Loss on disposal of fixed assets

2,257

57

Unrealised foreign currency gains

31,808

18,396

Finance costs

(765

)

-

Taxation

-

(60,929

)

(98,829

)

(566,917

)

(Increase)/decrease in trade and other debtors

(214,268

)

97,057

Increase/(decrease) in trade and other creditors

132,485

(90,119

)

Cash generated from operations

(180,612

)

(559,979

)

13.	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 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

899,869

639,190

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

639,190

1,132,186

14.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

639,190

260,679

899,869

639,190

260,679

899,869

Total

639,190

260,679

899,869