Company registration number 15123809 (England and Wales)
AYAN CAPITAL LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
AYAN CAPITAL LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
AYAN CAPITAL LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
300,895
6,212
Tangible assets
5
25,921
12,479
Investments
6
1
-
0
326,817
18,691
Current assets
Debtors falling due after more than one year
8
-
0
3,532,597
Debtors falling due within one year
8
5,865,158
2,697,558
Cash at bank and in hand
106,699
834,235
5,971,857
7,064,390
Creditors: amounts falling due within one year
9
(1,513,984)
(637,261)
Net current assets
4,457,873
6,427,129
Total assets less current liabilities
4,784,690
6,445,820
Creditors: amounts falling due after more than one year
10
(2,436,070)
(3,758,723)
Net assets
2,348,620
2,687,097
Capital and reserves
Called up share capital
11
117,054
112,214
Share premium account
3,968,807
3,075,352
Other reserves
11,701
-
0
Profit and loss reserves
(1,748,942)
(500,469)
Total equity
2,348,620
2,687,097
AYAN CAPITAL LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 4 June 2026
Mr A Kurbanov
Director
Company registration number 15123809 (England and Wales)
AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Ayan Capital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 20-22 Wenlock Road, London, N1 7GU.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as IWI profit income.

Revenue from the sale of leased vehicles is recognised when the significant risks and rewards of ownership of the vehicle have passed to the customer, typically at the point the vehicle is transferred to the customer at the start of the lease agreement. Revenue is recognised when the significant risks and rewards of ownership of the vehicle have transferred to the customer, usually upon receipt of OVB and the transfer of title. The amount of revenue can be measured reliably, which includes any upfront lease payments, final transfer payment, or residual value payment. It is probable that the economic benefits associated with the transaction will flow to the company, such as the customer fulfilling their obligation to purchase the vehicle or paying the agreed residual value. The costs incurred or to be incurred in respect of the transaction can be measured reliably, including any costs related to the transfer of the vehicle to the customer and any related administrative or maintenance costs.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
20% Straight Line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% Straight line
Computers
20% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
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 balance sheet 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

Ayan works with principles of Islamic finance, and thus does not charge or pay interest. Any references to "interest" in the text below describes the accounting treatment for conventional accounting practice as per UK GAAP requirements.

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.

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, 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 paymen ts 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. A m ounts 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.

AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.14
IWI agreements

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
8
4
4
Intangible fixed assets
Other
£
Cost
At 1 January 2025
6,317
Additions
326,787
At 31 December 2025
333,104
Amortisation and impairment
At 1 January 2025
105
Amortisation charged for the year
32,104
At 31 December 2025
32,209
Carrying amount
At 31 December 2025
300,895
At 31 December 2024
6,212
5
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
778
12,674
13,452
Additions
88
18,193
18,281
Disposals
-
0
(489)
(489)
At 31 December 2025
866
30,378
31,244
Depreciation and impairment
At 1 January 2025
54
919
973
Depreciation charged in the year
172
4,349
4,521
Eliminated in respect of disposals
-
0
(171)
(171)
At 31 December 2025
226
5,097
5,323
AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
(Continued)
- 8 -
Carrying amount
At 31 December 2025
640
25,281
25,921
At 31 December 2024
724
11,755
12,479
6
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1
-
0
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
-
Additions
1
At 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
-
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Ayan Capital 1 Limited
3rd floor, 44 Peter Street, Manchester, M2 5GP
Ordinary
100.00
Ayan Capital 2 Limited
3rd floor, 44 Peter Street, Manchester, M2 5GP
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Subsidiaries
(Continued)
- 9 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Ayan Capital 1 Limited
416,301
416,300
Ayan Capital 2 Limited
1
-
0
8
Debtors
2025
2024
Amounts falling due within one year:
£
£
AyanPay receivables
117,614
1,603,763
Amounts owed by group undertakings
4,833,229
-
0
Other debtors
34,810
5,466
Prepayments and accrued income
879,505
1,088,329
5,865,158
2,697,558
2025
2024
Amounts falling due after more than one year:
£
£
AyanPay receivables
-
0
3,532,597
Total debtors
5,865,158
6,230,155
9
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
1,138,891
238,891
Trade creditors
29,020
17,740
Taxation and social security
16,847
16,044
Deferred income
-
0
357,876
Other creditors
306,918
2,768
Accruals and deferred income
22,308
3,942
1,513,984
637,261
AYAN CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
10
Creditors: amounts falling due after more than one year
2025
2024
£
£
IWI finance from financial institutions
2,436,070
2,674,961
Deferred income
-
0
1,083,762
2,436,070
3,758,723
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 2.0286519p each
3,789,474
3,789,474
76,875
76,875
Ordinary A shares of 1.980472p each
2,028,774
1,782,924
40,179
35,339
5,818,248
5,572,398
117,054
112,214
12
Related party transactions

As at 31 December 2025, the company owed £152,250 to AK Capital Holdings Limited, a company related through common directorship.

As at 31 December 2025, the company owed £151,710 to ZM & MS Holdings Limited, a company related through common directorship.

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