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Company Information
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Contents
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Strategic report
For the period ended 31 December 2025
The directors present their report and the financial statements of Agave Capital Management Limited ("the Company") for the period from incorporation on 15 November 2024 to 31 December 2025.
Incorporation The business was incorporated as a private limted company on 15 November 2024. Principal activity The principal activity of the Company is to provide fund management services to Agave Global Macro Master Fund. The Company is regulated by the Financial Conduct Authority and became authorised as a CPMI Firm on 1 July 2025.
The profit for the period, after taxation, amounted to £9,721,581.
During the period, the directors did not recomend any dividends.
The Company has an established risk monitoring process to manage the Company’s risk appetite. The principal risks and uncertainties facing the Company have been considered and the Directors have assessed the key risk to be foreign currency risk. Other risks are not considered to have an impact on the Company as a result of its operations.
Foreign currency risk Foreign currency risk is the risk that the fair value of the future cash flows will fluctuate because of changes in foreign exchange rates. The Company has exposure to to foreign currency risk arising from operations and transactions that are denominated in currencies other than its functional currency. The Company manages this exposure through the use of forward foreign exchange contracts.
The directors monitor the performance of the Company using a range of financial key performance indicators (KPIs). The principal KPIs used are revenue and profit before tax. These measures enable the directors to assess the Company's financial performance and position.
The Company generated revenues of £21,005,651 and profit before tax of £13,007,983 during the period ended 31 December 2025.
The directors intend to continue the Company's current principal activities and, at the date of this report, are not planning any changes to the nature or scale of the business model in the coming period.
The Company will continue to focus on maintaining its existing business and operating in a consistent and controlled manner. The directors will continue to monitor market conditions and the financial performance of the Company and will respond to any changes as appropriate.
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Strategic report (continued)
For the period ended 31 December 2025
The directors have acted in accordance with their duties under section 172 of the Companies Act 2006, promoting the long term success of the Company for the benefit of its members. In doing so, they have considered the interests of clients, employees, shareholders, and key service providers, alongside the Company’s regulatory obligations and reputation. The board remained focused on responsible conduct, effective risk management, and fair treatment of all members throughout the year.
This report was approved by the board on 27 March 2026 and signed on its behalf.
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Directors' report
For the period ended 31 December 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The directors who served during the period were:
The directors are responsible for preparing the Strategic report, the Directors' 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 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 directors are 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The profit for the period, after taxation, amounted to £9,721,581.
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Directors' report (continued)
For the period ended 31 December 2025
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report
information required by Schedule 7 of the Large and Medium-sized Companies (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments.
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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Independent auditors' report to the members of Agave Capital Management Limited
For the period ended 31 December 2025
We have audited the financial statements of Agave Capital Management 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, the Statement of cash flows 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are 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.
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Independent auditors' report to the members of Agave Capital Management Limited (continued)
For the period ended 31 December 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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Independent auditors' report to the members of Agave Capital Management Limited (continued)
For the period ended 31 December 2025
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 that the principal risks of non-compliance with laws and regulations related to regulatory requirements relating to the investment management industry, 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, payroll tax 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 to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with the FCA and 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.
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Independent auditors' report to the members of Agave Capital Management Limited (continued)
For the period ended 31 December 2025
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.
for and on behalf of
10 Queen Street Place
EC4R 1AG
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Statement of comprehensive income
For the period ended 31 December 2025
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 27 form part of these financial statements.
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Statement of changes in equity
For the period ended 31 December 2025
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Statement of cash flows
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
The Company is registered in England and Wales and its registered number is 16083024. 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
The following principal accounting policies have been applied:
The Company's business activities, together with the factors likely to affect its future development and
financial position, are set out in the Strategic Report. In assessing the going concern basis of accounting, the directors have considered the impact of severe market shocks on Company forecasts, focusing specifically on: • the current level of regulatory capital; • the level of liquid resources, including cash and cash equivalents; • the potential impact of potential downside scenarios on revenue, assets flows and costs, including potential management actions; • the effectiveness of the Company's operational resilience processes including the ability of key outsourcers to continue to provide services; and • consideration of the strategic review of the private equity investment management business. Based on a review of the above factors the directors are satisfied that the Company remains well capitalized and has sufficient liquidity to withstand potential severe market shocks. The directors have therefore concluded that the Company has the appropriate resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of financial statements. The directors believe it is therefore appropriate to prepare the financial statements on a going concern basis.
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Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding rebates, value added tax and other sales taxes.
Management fees are recognised on a monthly basis when services are provided, in accordance with the relevant agreements. Performance fees are recognised only when they crystallise and become contractually due, at which point the amount can be measured reliably.
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Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as
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Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the assets original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to
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Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Notes to the financial statements
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
11.Taxation (continued)
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Notes to the financial statements
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
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Notes to the financial statements
For the period ended 31 December 2025
18.Deferred taxation (continued)
On incorporation on 15 November 2024, the Company allotted 100 ordinary shares with a value of £1 each.
On 25 June 2025, 2,974,900 Ordinary Shares were allotted with a nominal value of £1 each. On 16 December 2025, 100 A Ordinary Shares were allotted with a nominal value of £1 each. The consideration for the Ordinary Shares was satisfied by way of capitalisation of an intercompany balance.
Share premium account
An analysis of changes in net debt has not been presented as all of the Company's cash flows relate to movements in cash, and the Company has no items to include in such an analysis.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £87,314. Contributions totalling £Nil were payable at the balance sheet date.
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Notes to the financial statements
For the period ended 31 December 2025
As the lease agreement was signed and commenced after the reporting date of 31 December 2025 and does not provide evidence of conditions existing at that date, it is treated as a non-adjusting event in accordance with FRS 102 Section 32 Events After the End of the Reporting Period. Accordingly, no adjustments have been made to the 2025 financial statements.
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Notes to the financial statements
For the period ended 31 December 2025
The immediate parent undertaking is Agave Holdings Limited, a company incorporated in England and Wales at the registered address 130 Wood Street, London, EC2V 6DL.
The controlling party is
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