Capzul Ltd

	Page
Statement of Financial Position	1
Notes to the Financial Statements	2—4

1. General Information

Capzul Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 09765769 . The registered office is 66 Cambridge Road, Twickenham, TW1 2HL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements are prepared under the historical cost convention and in accordance with the FRS 102 Section 1A Small Entities - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

Preparation of Consolidated Financial Statements

The financial statements contain information about Capzul Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern, irrespective of the net liability position of £441,370 at the balance sheet date.

On 6 December 2023 the company became a wholly owned subsidiary of Capzul Corp (formerly 15203252 Canada Inc.), a company registered in Canada, as part of a share for share exchange transaction. Capzul Corp has secured funding from third party investors and these funds will continue to be used to support the activities and strategic initiatives of the group.

The directors are of the opinion that the company’s access to financing ensures the company operates as a going concern.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

2.4. 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.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, 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.

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Capzul Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Research and development

Expenditure on research and development is written off in the year in which it is incurred.

2.8. Investments

Investments in subsidiary undertakings are recognised at cost less impairment.

3. Average Number of Employees

Average number of employees, including directors, during the year was: NIL (2023: NIL)

4. Investments

	Unlisted
	£
Cost
As at 1 January 2024	100

As at 31 December 2024	100

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	100

As at 1 January 2024	100

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Capzul Canada Corp

Registered office: 3200 Dufferin street; suite 401 Toronto ON M6A 3B2, Canada

Nature of business: Research & development

Class of shares: Ordinary

Ownership: 100%

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Capzul Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Debtors

	31 December 2024	31 December 2023
	£	£
Due within one year
Other debtors	28,815	624

6. Creditors: Amounts Falling Due Within One Year

	31 December 2024	31 December 2023
	£	£
Trade creditors	2,790	-
Amounts owed to group undertakings	471,265	64,000
Other creditors	4,738	29,142

	478,793	93,142

8. Related Party Transactions

During the period the company was charged £0 (2023: £74,567) for research and development activities by Capzul Canada Corp, a 100% subsidiary company. At 31 December 2024 £394 (2023: £0) was owed by the company to Capzul Canada Corp.

During the period the company was charged £163,200 (2023: £0) for research and development activities and £120,000 (2023: £0) for management fees by Capzul Corp, the companys parent company. At 31 December 2024 £456,471 (2023: £64,000) was owed by the company to Capzul Corp.

During the period the company was charged £14,400 (2023: £0) for research and development activities by Capzul AmericaLatina, a 100% subsidiary of Capzul Corp. At 31 December 2024 £14,400 (2023: £0) was owed by the company to Capzul AmericaLatina.

9. Ultimate Controlling Party

On 6 December 2023 the company became a wholly owned subsidiary of Capzul Corp (formerly 15203252 Canada Inc.), a company registered in Canada.

The largest group of undertakings for which group accounts are prepared is Capzul Corp (company no. 1520325-2).

Capzul Corp does not have any single controlling party.

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		31 December 2024		31 December 2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		100		100

			100		100
CURRENT ASSETS
Debtors	5	28,815		624
Cash at bank and in hand		8,508		13,489

		37,323		14,113
Creditors: Amounts Falling Due Within One Year	6	(478,793 )		(93,142 )

NET CURRENT ASSETS (LIABILITIES)			(441,470 )		(79,029 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(441,370 )		(78,929 )

NET LIABILITIES			(441,370 )		(78,929 )

CAPITAL AND RESERVES
Called up share capital	7		175		175
Share premium account			1,213,809		1,213,809
Income Statement			(1,655,354 )		(1,292,913 )

SHAREHOLDERS' FUNDS			(441,370)		(78,929)