ACCOUNTS - Final Accounts preparation



	Agave Holdings Limited













	Director's report and financial statements

	For the period ended 31 December 2025

	Registered number: 16082603


Agave Holdings Limited

Company Information

Director	Gilberto Marcheggiano


Registered number	16082603


Registered office	130 Wood Street
	London
	EC2V 6DL


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG


Agave Holdings Limited

Contents

	Page
Director's report	1 - 2
Independent auditors' report	3 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 14


Agave Holdings Limited

Director's report

For the period ended 31 December 2025

The director presents his report and the financial statements of Agave Holdings Limited ("the Company") for the period from incorporation on 15 November 2024 to 31 December 2025.

Directors

The directors who served during the period were:

Guido Valentini (appointed 15 November 2024, resigned 26 March 2026)

Gilberto Marcheggiano (appointed 5 June 2025)

Director's responsibilities statement

The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:

∙so far as is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1


Agave Holdings Limited

Director's report (continued)

For the period ended 31 December 2025

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 27 March 2026 and signed on its behalf.

Gilberto Marcheggiano

Director

Page 2

Independent auditors' report to the members of Agave Holdings Limited

For the period ended 31 December 2025

Opinion

We have audited the financial statements of Agave Holdings Limited ("the Company") for the period ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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 profit for the period 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 United Kingdom, including the Financial Reporting Council'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 financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director 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 Auditors' report thereon. The director is responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Page 3

Independent auditors' report to the members of Agave Holdings Limited (continued)

For the period ended 31 December 2025

Opinion 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 Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Director's 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 Director's report.

We have nothing to report in respect of the following matters in relation to which 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 director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Page 4

Independent auditors' report to the members of Agave Holdings Limited (continued)

For the period ended 31 December 2025

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 an Auditors' 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company, we identified the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and sales tax.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries due to management bias. Audit procedures performed by the engagement team included:

∙inspecting correspondence with the tax authorities;

∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

∙evaluating management's controls designed to prevent and detect irregularities;

∙identifying and testing journals, in particular journal entries recorded at the end of the period with little or no description, journals with suspicious keywords, journals containing round numbers, journals containing related parties and journals processed outside the normal course of business; and

∙challenging assumptions and judgements made by management in their critical accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves Intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' report.

Page 5

Independent auditors' report to the members of Agave Holdings Limited (continued)

For the period ended 31 December 2025

Use of our report

This report is made solely to the Company's directors, 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 directors 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 directors, as a body, for our audit work, for this report, or for the opinions we have formed.

Melanie Pittas (Senior statutory auditor)

for and on behalf of

HaysMac LLP

10 Queen Street Place

London

EC4R 1AG

27 March 2026

Page 6


Agave Holdings Limited

Statement of comprehensive income

For the period ended 31 December 2025

	15 November 2024 to 31 December
	2025
Note	£


Administrative expenses		(18,110)
Other operating income	3	115,778
Operating profit		97,668
Tax on profit	5	(25,347)
Profit for the financial period		72,321

There were no recognised gains and losses for 2025 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025.

The notes on pages 10 to 14 form part of these financial statements.

Page 7


Agave Holdings Limited - Registered number: 16082603

Statement of financial position

As at 31 December 2025

		31 December 2025
Note		£

Fixed assets
Investments	6		2,975,000
Current assets
Debtors: amounts falling due within one year	7	115,918
Cash at bank and in hand	8	28,510
		144,428
Creditors: amounts falling due within one year	9	(47,107)
Net current assets			97,321

Net assets			3,072,321

Capital and reserves
Called up share capital			3,000,000
Profit and loss account			72,321
			3,072,321

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 March 2026.

Gilberto Marcheggiano

Director

The notes on pages 10 to 14 form part of these financial statements.

Page 8


Agave Holdings Limited

Statement of changes in equity

For the period ended 31 December 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Comprehensive income for the period
Profit for the period	-	72,321	72,321
Contributions by and distributions to owners
Shares issued during the period	3,000,000	-	3,000,000
At 31 December 2025	3,000,000	72,321	3,072,321

The notes on pages 10 to 14 form part of these financial statements.

Page 9


Agave Holdings Limited

Notes to the financial statements

For the period ended 31 December 2025

1.	General information

The Company is registered in England and Wales and its registered number is 16082603. The Company is a private Company limited by shares and was incorporated on 15 November 2024. The registered office is 130 Wood Street, London, EC2V 6DL. The Company's principal place of business is City Tower, 40 Basinghall Street, London, EC2V 5DE.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006 and the requirements of the Statement of Recommended Practice 'Accounting by Limited Liabilities Partnerships'. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The directors have assessed the Company's ability to continue to adopt the going concern basis of accounting and consider this an appropriate basis upon which to prepare the financial statements, having considered a period of at least 12 months from the date of signing the accounts.

2.3

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.6

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.7

Creditors

Short-term creditors are measured at the transaction price.

Page 10


Agave Holdings Limited

Notes to the financial statements

For the period ended 31 December 2025

3.	Other operating income
		14 November 2024 to 31 December
		2025
		£

	Other operating income	115,778

Other operating income consists of licence fees received in respect of the Company's intellectual property.

Employees

The average monthly number of employees, including directors, during the period was 2.

5.	Taxation

		14 November 2024 to 31 December
		2025
		£

	Corporation tax
	Current tax on profits for the year	25,347

	Factors affecting tax charge for the period
	The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 25% as set out below:
					14 November 2024 to 31 December
					2025
					£

Profit on ordinary activities before tax

97,668

	Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%	24,417
	Effects of:
	Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	930
	Total tax charge for the period	25,347

Page 11


Agave Holdings Limited

Notes to the financial statements

For the period ended 31 December 2025

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	2,975,000
	At 31 December 2025	2,975,000

Debtors

					2025
					£


	Other debtors	140
	Prepayments and accrued income	115,778
		115,918

8.	Cash and cash equivalents
		2025
		£

	Cash at bank and in hand	28,510

9.	Creditors: amounts falling due within one year
		2025
		£

	Amounts owed to group undertakings	8,760
	Corporation tax	25,347
	Accruals and deferred income	13,000
		47,107

Page 12


Agave Holdings Limited

Notes to the financial statements

For the period ended 31 December 2025

10.	Share capital
		2025
		£

		Allotted, called up and fully paid

		3,000,000 Ordinary Shares shares of £1.00 each	3,000,000

On incorporation on 15 November 2024, 100 Ordinary Shares were allotted at par value of £1 each.

On 25 June 2025, 2,999,900 Ordinary Shares were allotted at par value of £1 each.

11.	Contingent liabilities

On 19 November 2024, the Company entered into an agreement that includes contingent payment terms dependent on future events. The consideration as per the terms of the agreement is $3.68 (£2.74) million and the payment is conditional based on certain conditions included within the agreement being met.

As of the date of approval of these financial statements, management has concluded that it does not have sufficient information to reliably determine whether it is probable that the conditions will be met. Accordingly, no provision has been recognised in these financial statements.

12.

Related party transactions

During the period, the Company entered into the following transactions with its subsidiary company,
Agave Capital Management Limited:

The Company settled expenses totalling £204,504 on behalf of Agave Capital Management Limited. Agave Capital Management Limited also settled expenses totalling £6,024 on behalf of the Company.

During the period, cash totalling £2,771,360 was transferred to Agave Capital Management Limited and cash totalling £3,600 was received from Agave Capital Management Limited. On 25 June 2025, £2,975,000 of the intercompany balance was capitalised in consideration for shares issued.

The Company also receives licence fees from Agave Capital Management Limited in respect of the Company's intellectual property. During the year, licence fees of £115,778 were recognised within other operating income in the statement of comprehensive income.

At 31 December 2025, the net balance payable by the Company was £8,760 and is included within creditors. In addition, £115,778 was accrued in respect of the licence fee and is included within debtors.
All balances are unsecured, interest-free and repayable on demand, or under normal credit terms as applicable.

During the period, the Company entered into the following transactions with a director and shareholder of the Company:

The director settled expenses totalling £23,635 on behalf of the Company and transferred cash totalling £625,000 to the Company. The amounts were credited to the director's loan account and subsequently capitalised in consideration for shares issued.

At 31 December 2025, £Nil remained payable to the director.

No remuneration was paid to key management personnel during the year.

Page 13


Agave Holdings Limited

Notes to the financial statements

For the period ended 31 December 2025

13.	Controlling party

The ultimate controlling party is Gilberto Marcheggiano by virtue of his majority shareholding and voting rights.

Page 14