REGISTERED NUMBER: 06838462 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

NEGENTROPY CAPITAL PARTNERS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

F Ferrara

P di Filippo

A Caramella

REGISTERED OFFICE:

60 Grosvenor Street

London

W1K 3HZ

REGISTERED NUMBER:

06838462 (England and Wales)

SENIOR STATUTORY AUDITOR:

John Tiltman

AUDITORS:

DTL Auditors Ltd

5th Floor

North Side

7-10 Chandos Street

London

W1G 9DQ

ACCOUNTANTS:

Kingscott Dix (Cheltenham) Ltd

7 Rockfield Business Park

Old Station Drive

Leckhampton

Cheltenham

GL53 0AN

The directors present their strategic report for the year ended 31 March 2026.

REVIEW OF BUSINESS

After a few challenging years in which we saw the world dealing with external shocks such as Covid 19 and Russia's invasion of Ukraine, we expected to see some renewed challenges in 2025. Whilst the war in Ukraine continued to produce negative economic effects for Europe, the conflict in Israel and Palestine produced new unwelcome effects. The expansion of the war to other countries produced even further negative effects. Finally, Trump's trade wars contributed towards creating even more complex economic and financial situations.

Europe's economy in 2025 was experiencing a fragile recovery, with real GDP growth projected to rise modestly by around 1.3%-1.4% in the euro area, supported by easing inflation and improving consumer spending. But the persistent structural challenges, high geopolitical uncertainty, and trade tensions with the US kept growth below pre-COVID levels. The Euro area headline inflation settled near the 2% target, averaging 2.1%, allowing he European Central Bank to continue a gradual easing of restrictive monetary policy.

High policy uncertainty from US trade policies, ongoing conflicts, and slow productivity growth threaten the fragile upturn, making the outlook vulnerable to downside shocks. There is a renewed focus on strengthening competitiveness, with increased investment in defense and infrastructure, particularly in Germany, aimed at long-term resilience.

Asset-backed lending (ABL) in Italy experienced strong growth in 2025, driven by private credit expansion, with alternative lending expected to rise 14.3% annually to EUR 2.5 billion. Key 2025 trends include increased use of securitization for SME credit, non-possessory pledges for inventory/receivables, and partnerships between private debt funds and traditional banks to de-risk balance sheets.

Therefore, despite the exogenous market shocks, the slow growth and the continued uncertainty, the Company's activity remained solid. After a relatively slower start of the year, the fund continued to actively manage the remaining assets in the Debt Select Fund. The Fund took advantage of several opportunities to effectively manage its liquidity.

Distributions in the Special Situations Fund (under advisory) reduced the available cash to a minimum amount. The residual will be distributed in Q2 2026.

In 2026, we expect to extend the life of the Debt Select Fund, open the fund to new investors and re-open the investment period.

We also expect to launch a new Private Credit Opportunistic Fund in Q3 2026 with an initial contribution in kind.

PRINCIPAL RISKS AND UNCERTAINTIES

As a result of the sanctions on Russia related to the war in Ukraine, the Company continued to perform all the necessary declarations and checks to confirm no links to Russian entities.

The continued market uncertainty related to the war in Ukraine and other geopolitical shifts pose a continued risk for the Company.

Despite the afore mentioned geopolitical risks, the Company investment strategies remain resilient and de-coupled from liquid markets.

The Company remains well positioned to seek and invest in attractive opportunities created by the higher interest rate environment and the global uncertainties.

KEY PERFORMANCE INDICATORS

Key performance indicators on which management continues to focus remain Assets Under Management Stability, Rates of Return on investments and on the funds in general. Fixed costs control is also monitored with care to ensure business sustainability and profitability. Each of these are reviewed regularly by management against the budget and prior periods. The Company Directors are pleased with the performance of the Company during the year in regard to these indicators.

ON BEHALF OF THE BOARD:

F Ferrara - Director

19 October 2026

The directors present their 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 portfolio management and investment advice.

DIVIDENDS

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

DIRECTORS

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

F Ferrara

P di Filippo

A Caramella

Other changes in directors holding office are as follows:

D Pascucci ceased to be a director after 31 March 2026 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, DTL Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

F Ferrara - Director

19 October 2026

Opinion

We have audited the financial statements of Negentropy Capital Partners Limited (the 'company') for the year ended 31 March 2026 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK (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 March 2026 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.

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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' 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 strategic report or the directors' report.

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 the returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, FRS 102 The Financial Reporting Standard applicable in the UK and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As in all our audits, we also addressed the risk of management override of internal controls by testing journal entries and evaluating whether there was evidence of management bias which represented a risk of material misstatement due to fraud.

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 auditor's report.

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

John Tiltman (Senior Statutory Auditor)

for and on behalf of DTL Auditors Ltd

5th Floor

North Side

7-10 Chandos Street

London

W1G 9DQ

21 October 2026

TURNOVER

818,650

712,126

Administrative expenses

(277,850

)

(730,687

)

OPERATING PROFIT/(LOSS)

5

540,800

(18,561

)

Interest receivable and similar income

831

-

541,631

(18,561

)

Interest payable and similar expenses

6

(15,146

)

(9,605

)

PROFIT/(LOSS) BEFORE TAXATION

526,485

(28,166

)

Tax on profit/(loss)

7

(138,209

)

(21,016

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

388,276

(49,182

)

PROFIT/(LOSS) FOR THE YEAR

388,276

(49,182

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

388,276

(49,182

)

FIXED ASSETS

Tangible assets

8

2,971

5,807

Investments

9

6,170

115,018

9,141

120,825

CURRENT ASSETS

Debtors

10

659,722

403,746

Cash at bank

109,382

290,593

769,104

694,339

CREDITORS

Amounts falling due within one year

11

(166,140

)

(254,371

)

NET CURRENT ASSETS

602,964

439,968

TOTAL ASSETS LESS CURRENT LIABILITIES

612,105

560,793

CREDITORS

Amounts falling due after more than one year

12

-

(336,255

)

PROVISIONS FOR LIABILITIES

15

(742

)

(1,451

)

NET ASSETS

611,363

223,087

CAPITAL AND RESERVES

Called up share capital

16

517,858

517,858

Share premium

17

35,162

35,162

Retained earnings

17

58,343

(329,933

)

SHAREHOLDERS' FUNDS

611,363

223,087

The financial statements were approved by the Board of Directors and authorised for issue on 19 October 2026 and were signed on its behalf by:

F Ferrara - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2024

517,858

(280,751

)

35,162

272,269

Changes in equity

Total comprehensive income

-

(49,182

)

-

(49,182

)

Balance at 31 March 2025

517,858

(329,933

)

35,162

223,087

Changes in equity

Total comprehensive income

-

388,276

-

388,276

Balance at 31 March 2026

517,858

58,343

35,162

611,363

Cash flows from operating activities

Cash generated from operations

1

238,034

34,516

Interest paid

(15,146

)

(9,605

)

Foreign exchange gain/loss

(8,827

)

(12,392

)

Tax paid

(19,710

)

-

Net cash from operating activities

194,351

12,519

Cash flows from investing activities

Purchase of tangible fixed assets

-

(7,611

)

Loans advanced to other companies

(40,138

)

-

Interest received

831

-

Net cash from investing activities

(39,307

)

(7,611

)

Cash flows from financing activities

Amount introduced by directors

-

336,255

Amount repaid to directors

(336,255

)

(374,798

)

Net cash from financing activities

(336,255

)

(38,543

)

Decrease in cash and cash equivalents

(181,211

)

(33,635

)

Cash and cash equivalents at beginning of year

2

290,593

324,228

Cash and cash equivalents at end of year

2

109,382

290,593

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

2026

2025

£

£

Profit/(loss) before taxation

526,485

(28,166

)

Depreciation charges

2,836

3,021

Foreign exchange gain/loss

8,827

12,392

Impairment of fixed assets

-

268,376

Finance costs

15,146

9,605

Finance income

(831

)

-

552,463

265,228

Increase in trade and other debtors

(106,990

)

(173,066

)

Decrease in trade and other creditors

(207,439

)

(57,646

)

Cash generated from operations

238,034

34,516

2.	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 March 2026

31.3.26

1.4.25

£

£

Cash and cash equivalents

109,382

290,593

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

290,593

324,228

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.4.25

Cash flow

At 31.3.26

£

£

£

Net cash

Cash at bank

290,593

(181,211

)

109,382

290,593

(181,211

)

109,382

Debt

Debts falling due after 1 year

(336,255

)

336,255

-

(336,255

)

336,255

-

Total

(45,662

)

155,044

109,382

1.	STATUTORY INFORMATION

Negentropy Capital Partners Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared using the going concern basis of accounting.

Significant judgements and estimates

No significant judgements or estimations have been routinely used in preparing the financial statements

In the prior year, an estimate was made in relation to the impairment of fixed asset investments.

Turnover

Turnover is measured at the fair value of the consideration received, excluding value added tax. Revenue is recognised, and a sales invoice raised, when services are completed.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Investments in subsidiaries

Investment in subsidiary undertakings are recognised at costs less accumulated impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3.	EMPLOYEES AND DIRECTORS

2026

2025

£

£

Wages and salaries

254,148

234,516

Social security costs

15,750

13,234

Other pension costs

2,642

2,642

272,540

250,392

Reversal of bonus accrual (see note 4)

(200,000

)

-

72,540

250,392

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

2026

2025

Directors

4

4

Administrative

1

1

5

5

4.	DIRECTORS' EMOLUMENTS

2026

2025

£

£

Directors' remuneration

110,000

105,000

Directors pension contributions

1,321

1,321

The remuneration for A Caramella relates to his role as Chief Operating Officer and not as a director. This figure is also included in the total wages and salaries figure above.

The directors have decided to reverse the annual bonus accrual for the current financial year, to offer a more complete picture of the accounts and the firm's results. Future bonus payments will be made at the directors’ discretion, and no bonus accrual is currently considered necessary.

5.	OPERATING PROFIT/(LOSS)

The operating profit (2025 - operating loss) is stated after charging:

2026

2025

£

£

Other operating leases

32,000

44,852

Depreciation - owned assets

2,836

3,021

Auditing of accounts

4,600

4,500

Foreign exchange differences

8,827

12,392

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2026

2025

£

£

Bank and loan interest

15,146

9,605

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2026

2025

£

£

Current tax:

UK corporation tax

138,918

19,869

Deferred tax

(709

)

1,147

Tax on profit/(loss)

138,209

21,016

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2026

2025

£

£

Profit/(loss) before tax

526,485

(28,166

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2025 - 25%)

131,621

(7,042

)

Effects of:

Expenses not deductible for tax purposes

6,588

72,785

Capital allowances in excess of depreciation

-

(1,903

)

Depreciation in excess of capital allowances

709

-

Utilisation of tax losses

-

(43,971

)

Deferred tax

(709

)

1,147

Total tax charge

138,209

21,016

8.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 April 2025

and 31 March 2026

11,186

DEPRECIATION

At 1 April 2025

5,379

Charge for year

2,836

At 31 March 2026

8,215

NET BOOK VALUE

At 31 March 2026

2,971

At 31 March 2025

5,807

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2025

115,018

Disposals

(108,848

)

At 31 March 2026

6,170

NET BOOK VALUE

At 31 March 2026

6,170

At 31 March 2025

115,018

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Syntropy Holdings Luxembourg Sarl

Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

100.00

SHL Opera S.A.R.L

Registered office: 2, Avenue Gaston Diderich, L-1420, Luxembourg

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

100.00