REGISTERED NUMBER: OC341170 (England and Wales)

Report of the Members and

Audited Financial Statements for the Year Ended 31 December 2025

for

RGPD LLP

Page

General Information

1

Report of the Members

2

Statement of Members' Responsibilities

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Reconciliation of Members' Interests

11

Cash Flow Statement

13

Notes to the Financial Statements

14

DESIGNATED MEMBERS:

P Dear

R Griffith

REGISTERED OFFICE:

4 Sloane Terrace

London

SW1X 9DQ

REGISTERED NUMBER:

OC341170 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jonathan Bregman BSc FCA FCCA

INDEPENDENT AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

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

PRINCIPAL ACTIVITY

The principal activity of the Partnership is to provide management services to Tetragon Financial Management LP.

EVENTS SINCE THE END OF THE YEAR

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

DESIGNATED MEMBERS

The designated members during the year under review were:

P Dear

R Griffith

RESULTS FOR THE YEAR AND ALLOCATION TO MEMBERS

The profit for the year before members' remuneration and profit shares was $83,812,577 (2024 - $25,613,686 profit).

MEMBERS' INTERESTS

Policies for Members’ drawings, subscriptions and repayment of Members’ capital are governed by the

Limited Liability Partnership Deed, dated 31 December 2012.

The Designated Members have the discretion to determine and vary the level of each member’s drawings.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the members are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the LLP's auditors are unaware, and each member has taken all the steps that he ought to have taken as a member in order to make himself aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.

The Members who held office at the date of approval of this Members' report confirm that, so far as they are each aware, there is no relevant audit information of which the Partnership's auditor is unaware; and each Member has taken all the steps that he ought to have taken as a Member to make himself aware of any relevant audit information and to establish that the Partnership's auditor is aware of that information.

AUDITORS

Pursuant to section 487 (2) of the Companies Act 2006 an elective resolution has been passed to dispense with the need to appoint auditor annually, accordingly TC Group are deemed to be reappointed.

ON BEHALF OF THE MEMBERS:

P Dear - Designated member

25 September 2026

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

Legislation applicable to limited liability partnerships requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under legislation applicable to limited liability partnerships the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and of the profit or loss of the LLP for that period. In preparing these financial statements, the members are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of RGPD LLP (the 'LLP') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Reconciliation of Members' Interests, Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the LLP's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the members' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the LLP's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 as applied to LLPs requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

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

Responsibilities of members

As explained more fully in the Statement of Members' Responsibilities set out on page three, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the members are responsible for assessing the LLP's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the LLP or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. We designed procedures capable of detecting non-compliance with laws and regulations and irregularities, including fraud, through:

- Obtaining an understanding of the Company and its industry through discussions with management, and the application of our cumulative audit knowledge and experience of the industry to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements including tax, employment, health and safety, and anti-bribery legislation, 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.

- Identifying possible risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether there was potential for management bias in the reporting of events and transactions in the financial statements relating to principal accounting estimates and uncertainties.

Our audit procedures were designed to respond to the identified risks relating to non-compliance with laws and regulations and irregularities including fraud that are material to the financial statements.

Our audit procedures in relation to non-compliance with laws and regulations included, but were not limited to:

- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations and reviewing correspondence with regulators and with solicitors; and

- Communicating identified laws and regulations with the audit team and remaining alert to any indications of non-compliance throughout the audit; and

- Considering the risk of non-compliance with laws and regulations; and

- Considering whether the financial statement disclosures fairly represent the underlying transactions.

Our audit procedures in relation to irregularities and fraud included, but were not limited to:

- Making enquiries of directors and management as to where they considered there was susceptibility to fraud, and whether they had knowledge of actual, suspected or alleged fraud; and

- Gaining an understanding of the internal controls established to mitigate risks relating fraud; and

- Discussing the risk of fraud and management bias with the audit team and remaining alert to any indications of fraud and management bias throughout the audit; and

- Addressing the risk of management override of controls by testing journal entries, considering the rationale behind significant or unusual transactions, and reviewing accounting estimates.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management.

Because of these inherent limitations, 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. This 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 Report of the Auditors.

Use of our report

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

Jonathan Bregman BSc FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

25 September 2026

TURNOVER

3

83,813

25,670

Administrative expenses

(1

)

(2

)

83,812

25,668

Other operating income

4

-

(53

)

OPERATING PROFIT and

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

83,812

25,615

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

83,812

25,615

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

83,812

25,615

CURRENT ASSETS

Debtors

7

4

4

Cash at bank

1,180

991

TOTAL ASSETS LESS CURRENT LIABILITIES

and

NET ASSETS ATTRIBUTABLE TO MEMBERS

1,184

995

LOANS AND OTHER DEBTS DUE TO MEMBERS

8

1,184

995

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

8

1,184

995

The financial statements were approved by the members of the LLP and authorised for issue on 25 September 2026 and were signed by:

P Dear - Designated member

EQUITY

DEBT

TOTAL

Members'

Loans and other debts due to

MEMBERS'

other

members less any amounts due

INTERESTS

interests

from members in debtors

Other

Other

reserves

amounts

Total

$'000

$'000

$'000

Amount due to members

995

Amount due from members

-

Balance at 1 January 2025

-

995

995

Profit for the financial year available for discretionary division among members

83,812

-

83,812

Members' interests after profit for the year

83,812

995

84,807

Other divisions of profit

(83,812

)

83,812

-

Drawings on account and distributions of profit

-

(83,623

)

(83,623

)

Amount due to members

1,184

Amount due from members

-

Balance at 31 December 2025

-

1,184

1,184

EQUITY

DEBT

TOTAL

Members'

Loans and other debts due to

MEMBERS'

other

members less any amounts due

INTERESTS

interests

from members in debtors

Other

Other

reserves

amounts

Total

$'000

$'000

$'000

Amount due to members

3,640

Amount due from members

-

Balance at 1 January 2024

-

3,640

3,640

Profit for the financial year available for discretionary division among members

25,615

-

25,615

Members' interests after profit for the year

25,615

3,640

29,255

Other divisions of profit

(25,615

)

25,615

-

Drawings on account and distributions of profit

-

(28,260

)

(28,260

)

Amount due to members

995

Amount due from members

-

Balance at 31 December 2024

-

995

995

Cash flows from operating activities

Cash generated from operations

13

83,812

25,714

Net cash from operating activities

83,812

25,714

Cash flows from investing activities

Purchase of fixed asset investments

-

(47

)

Sale of fixed asset investments

-

2,592

Net cash from investing activities

-

2,545

Cash flows from financing activities

Transactions with members and former

members

Payments to members

(83,623

)

(28,260

)

Net cash from financing activities

(83,623

)

(28,260

)

Increase/(decrease) in cash and cash equivalents

189

(1

)

Cash and cash equivalents at beginning of year

14

991

992

Cash and cash equivalents at end of year

14

1,180

991

1.	STATUTORY INFORMATION

RGPD LLP is registered in England and Wales. The LLP's registered number and registered office address can be found on the General 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 requirements of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention.

Going concern

These financial statements have been prepared on a going concern basis. The partners have made an assessment of the partnership's ability to continue as a going concern and have no reason to believe that the business will not be a going concern for twelve months from the date these financial statements were available to be issued, given the forecast future expenses and its considerable liquid assets available to fund those future expenses for many years.

The members have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides the partnership will have sufficient funds to meet its liabilities as they fall due for that period.

Whilst there are significant wider market uncertainties, the members do not believe this will significantly impact the profitability or liquidity of the partnership over the next 12 months.

Consequently, the members are confident that the partnership will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset , with the net amounts presented in the financial statements , when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at

transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and

preference shares that are classified as debt, are initially recognised at transaction price unless the

arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Classification of share of profits in the cash flow statement

Share of profits are included in cash generated from operations.

Taxation

No provision has been made for taxation in the accounts. Each partner is exclusively liable for any tax liabilities arising out of their interest in the Partnership, which will be assessed on the individual partners and not the Partnership.

3.

TURNOVER

Turnover represents management fees, which are stated net of value added tax, are attributable to the supply of investment management services to the Tetragon Financial Management LP. Fees are recognised once receivable.

4.	OTHER OPERATING INCOME

Other operating income includes profits/losses on the fair value of investments.

5.	EMPLOYEE INFORMATION

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

6.	INFORMATION IN RELATION TO MEMBERS

31.12.25

31.12.24

The average number of members during the year was

2

2

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

$'000

$'000

Tetragon Financial Management LP

4

4

4

4

8.

LOANS AND OTHER DEBTS DUE TO MEMBERS

31.12.25

31.12.24

$'000

$'000

Amounts owed to members in respect of profits

1,184

995

Falling due within one year

1,184

995

9.	OTHER FINANCIAL COMMITMENTS

There are no other financial commitments and contingencies.

10.	RELATED PARTY DISCLOSURES

The designated members of the Partnership are also directors of Tetragon Partners UK 1 Limited a company incorporated in England and Wales.

The designated members of the Partnership have an interest in Tetragon Financial Management LP, a US based investment management entity. During the year the Partnership recognised management fees of $83,813,000 (2024: $25,669,000) from Tetragon Financial Management LP.

At the year end Tetragon Financial Management LP owed the Partnership $4,000 (2024: $4,000).

11.	POST BALANCE SHEET EVENTS

In preparing these financial statements, the Partners have evaluated and disclosed all material subsequent events up to 24 September 2026, which is the date that the financial statements were issued.

12.	ULTIMATE CONTROLLING PARTY

Reade Griffith is the ultimate controlling party.

13.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

$'000

$'000

Profit for the financial year before members' remuneration and profit shares available for discretionary division among members

83,812

25,615

Loss on revaluation of fixed assets

-

99

Cash generated from operations

83,812

25,714

14.	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

$'000

$'000

Cash and cash equivalents

1,180

991

Year ended 31 December 2024

31.12.24

1.1.24

$'000

$'000

Cash and cash equivalents

991

992

15.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

$'000

$'000

$'000

$'000

Net cash

Cash at bank

991

189

1,180

991

189

1,180

Net funds (before

members' debt)

991

189

-

1,180

Loans and other debts

due to members

Other amounts

due to members

(995

)

83,623

(83,812

)

(1,184

)

Net debt

(4

)

83,812

(83,812

)

(4

)