REGISTERED NUMBER: 13972024 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 March 2026

for

Agentis Capital Advisors Uk Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Profit or Loss

8

Statement of Profit or Loss and Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTOR:

H R Van Belle

REGISTERED OFFICE:

First Floor East Wing, Sandfield House

Kings Court, Water Lane

Wilmslow

Cheshire

SK9 5AR

REGISTERED NUMBER:

13972024 (England and Wales)

AUDITORS:

Ascendis Audit Limited

First Floor East Wing, Sandfield House

Kings Court

Water Lane

Wilmslow

Cheshire

SK9 5AR

The director presents his report with the financial statements of the company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of independent financial advisors.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2026.

DIRECTOR

H R Van Belle held office during the whole of the period from 1 April 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director 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 director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the director must not approve the financial statements unless he is 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 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is 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 he 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, Ascendis Audit Limited, will be proposed for re-appointment under s485 of Companies Act 2006.

ON BEHALF OF THE BOARD:

H R Van Belle - Director

14 September 2026

Opinion

We have audited the financial statements of Agentis Capital Advisors Uk Limited (the 'company') for the year ended 31 March 2026 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 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 director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, 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 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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition, payroll costs, and the presentation of non-underlying items within the financial statements. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included Companies Act 2006 and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in our audit procedures described above. The more removed the 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 inquiry 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.

Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)

for and on behalf of Ascendis Audit Limited

First Floor East Wing, Sandfield House

Kings Court

Water Lane

Wilmslow

Cheshire

SK9 5AR

15 September 2026

CONTINUING OPERATIONS

Revenue

1,700,037

527,631

Distribution costs

(1,365

)

-

Administrative expenses

(149,847

)

(579,017

)

OPERATING PROFIT/(LOSS)

1,548,825

(51,386

)

PROFIT/(LOSS) BEFORE INCOME TAX

4

1,548,825

(51,386

)

Income tax

5

-

-

PROFIT/(LOSS) FOR THE YEAR

1,548,825

(51,386

)

PROFIT/(LOSS) FOR THE YEAR

1,548,825

(51,386

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,548,825

(51,386

)

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

6

-

4,909

CURRENT ASSETS

Trade and other receivables

7

1,702,749

29,701

Cash and cash equivalents

8

17,981

560,271

1,720,730

589,972

TOTAL ASSETS

1,720,730

594,881

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

9

1

1

Retained earnings

10

(724,053

)

(2,272,878

)

TOTAL EQUITY

(724,052

)

(2,272,877

)

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

11

2,444,782

2,867,758

TOTAL LIABILITIES

2,444,782

2,867,758

TOTAL EQUITY AND LIABILITIES

1,720,730

594,881

The financial statements were approved by the director and authorised for issue on 14 September 2026 and were signed by:

H R Van Belle - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2024

1

(2,221,492

)

(2,221,491

)

Changes in equity

Total comprehensive income

-

(51,386

)

(51,386

)

Balance at 31 March 2025

1

(2,272,878

)

(2,272,877

)

Changes in equity

Total comprehensive income

-

1,548,825

1,548,825

Balance at 31 March 2026

1

(724,053

)

(724,052

)

Cash flows from operating activities

Cash generated from operations

1

(542,519

)

536,580

Net cash from operating activities

(542,519

)

536,580

Cash flows from investing activities

Sale of tangible fixed assets

229

-

Net cash from investing activities

229

-

(Decrease)/increase in cash and cash equivalents

(542,290

)

536,580

Cash and cash equivalents at beginning of year

2

560,271

23,691

Cash and cash equivalents at end of year

2

17,981

560,271

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

31.3.26

31.3.25

£

£

Profit/(loss) before income tax

1,548,825

(51,386

)

Depreciation charges

1,365

3,294

Loss on disposal of fixed assets

3,314

-

1,553,504

(48,092

)

(Increase)/decrease in trade and other receivables

(1,673,047

)

51,619

(Decrease)/increase in trade and other payables

(422,976

)

533,053

Cash generated from operations

(542,519

)

536,580

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£

£

Cash and cash equivalents

17,981

560,271

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

560,271

23,691

1.	STATUTORY INFORMATION

Agentis Capital Advisors UK Limited is a private company limited by share capital, incorporated in England and Wales, registration number 13972024. The address of the registered office is First Floor East Wing, Sandfield House, Kings Court, Water Lane, Wilmslow, Cheshire, SK9 5AR.

There is no longer a principal place of business in the UK.

The functional and presentational currency of the group is Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern

The company has been funded by a fellow group undertaking, Agentis Capital Advisors, during the period. Agentis Capital Advisors have confirmed in writing that they will not seek repayment of their intercompany loan in the twelve month period after the date of sign off of these financial statements. The director has therefore drawn up these financial statements on a going concern basis based on this ongoing financial support.

Critical accounting judgements and key sources of estimation uncertainty

In the opinion of the directors, there are no critical accounting judgements or estimates in these financial statements.

Revenue recognition

Revenue relates to contract income which is recognised on a receivable basis excluding VAT.

Cash and cash equivalents

Cash represents a current account held with a financial institution. There are no cash equivalents.

Property, plant and equipment

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets are charged to the profit and loss so as to write off their value, over its estimated useful lives, using the following methods:

Computer equipment - 25% on cost

At each reporting date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised as an expense immediately.

Financial instruments

The company only had basic financial instruments at the period end date which are stated at amortised cost.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Employee benefit costs

The company operated a defined contribution pension scheme. Contributions payable to the company's pension scheme were charged to the profit and loss account in the period to which they related.

3.	EMPLOYEES AND DIRECTORS

31.3.26

31.3.25

£

£

Wages and salaries

25,653

253,603

Social security costs

10,725

33,109

Other pension costs

-

4,905

36,378

291,617

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

31.3.26

31.3.25

Management

1

1

Office

-

1

1

2

31.3.26

31.3.25

£

£

Director's remuneration

-

-

4.	PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2025 - loss before income tax) is stated after charging/(crediting):

31.3.26

31.3.25

£

£

Depreciation - owned assets

1,362

3,294

Loss on disposal of fixed assets

3,314

-

Auditors' remuneration

5,000

6,500

Auditors' remuneration for non audit work

3,000

4,780

Foreign exchange differences

54,224

(178,837

)

5.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 March 2026 nor for the year ended 31 March 2025.

6.	PROPERTY, PLANT AND EQUIPMENT

Computer

equipment

£

COST

At 1 April 2025

13,175

Disposals

(13,175

)

At 31 March 2026

-

DEPRECIATION

At 1 April 2025

8,266

Charge for year

1,362

Eliminated on disposal

(9,628

)

At 31 March 2026

-

NET BOOK VALUE

At 31 March 2026

-

At 31 March 2025

4,909

7.	TRADE AND OTHER RECEIVABLES

31.3.26

31.3.25

£

£

Current:

Trade debtors

1,702,749

-

Amounts owed by group undertakings

-

10,065

Prepayments

-

19,636

1,702,749

29,701

8.	CASH AND CASH EQUIVALENTS

31.3.26

31.3.25

£

£

Bank accounts

17,981

560,271

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.26

31.3.25

value:

£

£

1

Ordinary

£1

1

1

10.

RESERVES

Retained

earnings

£

At 1 April 2025

(2,272,878

)

Profit for the year

1,548,825

At 31 March 2026

(724,053

)

11.	TRADE AND OTHER PAYABLES

31.3.26

31.3.25

£

£

Current:

Trade creditors

-

130

Amounts owed to group undertakings

2,435,182

2,856,348

Accruals

9,600

11,280

2,444,782

2,867,758

12.	OFF-BALANCE SHEET ARRANGEMENTS

The company had a short term property lease which ended in November 2024. The lease charge for the year ended 31 March 2025 was £63,920. The annual lease commitment was £95,880.

13.	RELATED PARTY DISCLOSURES

In the year ended 31 March 2025 Agentis Capital Advisors, an intermediate parent company registered in Canada, novated a loan balance of £218,149 owed by its fellow UK subsidiary, Agentis Capital Advisors UK Limited, to the company. Of this balance, £208,084 was then written off to profit and loss in that year as irrecoverable, leaving £10,065 as a debtor.

Balances with fellow group companies are disclosed in notes 7 and 11.