Caseware UK (AP4) 2025.0.111 2025.0.111 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.Interest income is recognised in profit or loss using the effective interest method. Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right shortterm loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.2025-01-03 No description of principal activity false 11 true 10 true true false NI607293 2025-01-03 2025-12-31 NI607293 2024-01-01 2025-01-02 NI607293 2025-12-31 NI607293 2025-01-02 NI607293 2024-01-01 NI607293 1 2025-01-03 2025-12-31 NI607293 d:Director1 2025-01-03 2025-12-31 NI607293 d:Director2 2025-01-03 2025-12-31 NI607293 d:RegisteredOffice 2025-01-03 2025-12-31 NI607293 d:Agent1 2025-01-03 2025-12-31 NI607293 c:FurnitureFittings 2025-01-03 2025-12-31 NI607293 c:FurnitureFittings 2025-12-31 NI607293 c:FurnitureFittings 2025-01-02 NI607293 c:FurnitureFittings c:OwnedOrFreeholdAssets 2025-01-03 2025-12-31 NI607293 c:CurrentFinancialInstruments 2025-12-31 NI607293 c:CurrentFinancialInstruments 2025-01-02 NI607293 c:CurrentFinancialInstruments 2 2025-12-31 NI607293 c:CurrentFinancialInstruments 2 2025-01-02 NI607293 c:ShareCapital 2025-12-31 NI607293 c:ShareCapital 2024-01-01 2025-01-02 NI607293 c:ShareCapital 2025-01-02 NI607293 c:ShareCapital 2024-01-01 NI607293 c:SharePremium 2025-01-03 2025-12-31 NI607293 c:SharePremium 2025-12-31 NI607293 c:SharePremium 2024-01-01 2025-01-02 NI607293 c:SharePremium 2025-01-02 NI607293 c:SharePremium 2024-01-01 NI607293 c:RetainedEarningsAccumulatedLosses 2025-01-03 2025-12-31 NI607293 c:RetainedEarningsAccumulatedLosses 2025-12-31 NI607293 c:RetainedEarningsAccumulatedLosses 2024-01-01 2025-01-02 NI607293 c:RetainedEarningsAccumulatedLosses 2025-01-02 NI607293 c:RetainedEarningsAccumulatedLosses 2024-01-01 NI607293 d:OrdinaryShareClass1 2025-01-03 2025-12-31 NI607293 d:OrdinaryShareClass1 2024-01-01 2025-01-02 NI607293 d:OrdinaryShareClass1 2025-12-31 NI607293 d:OrdinaryShareClass1 2025-01-02 NI607293 d:PreferenceShareClass1 2025-01-03 2025-12-31 NI607293 d:PreferenceShareClass1 2024-01-01 2025-01-02 NI607293 d:PreferenceShareClass1 2025-12-31 NI607293 d:PreferenceShareClass1 2025-01-02 NI607293 d:FRS102 2025-01-03 2025-12-31 NI607293 d:Audited 2025-01-03 2025-12-31 NI607293 d:FullAccounts 2025-01-03 2025-12-31 NI607293 d:PrivateLimitedCompanyLtd 2025-01-03 2025-12-31 NI607293 c:EntityControlledByKeyManagementPersonnel1 2025-01-03 2025-12-31 NI607293 c:EntityControlledByKeyManagementPersonnel2 2025-01-03 2025-12-31 NI607293 c:WithinOneYear 2025-12-31 NI607293 c:WithinOneYear 2025-01-02 NI607293 c:BetweenOneFiveYears 2025-12-31 NI607293 c:BetweenOneFiveYears 2025-01-02 NI607293 c:MoreThanFiveYears 2025-12-31 NI607293 c:MoreThanFiveYears 2025-01-02 NI607293 d:SmallCompaniesRegimeForAccounts 2025-01-03 2025-12-31 NI607293 c:AcceleratedTaxDepreciationDeferredTax 2025-12-31 NI607293 c:TaxLossesCarry-forwardsDeferredTax 2025-12-31 NI607293 f:PoundSterling 2025-01-03 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Financial Statements Upstream Working Capital Ltd For the period ended 31 December 2025 Registered number: NI607293
Upstream Working Capital Ltd
Company Information
Directors | Judith Totten
| William Hichens
Registered number | NI607293
Registered office | Suite B, Ground Floor
| 40 Linenhall Street
| Belfast
| Antrim
| BT2 8BA
Independent auditors | Deloitte (NI) Limited
| Chartered Accountants & Statutory Auditors
| The Ewart
| 3 Bedford Square
| Belfast
| BT2 7EP
Solicitors | Tughans
| The Ewart
| 3 Bedford St
| Belfast
| BT2 7EP
Credit facility provider | Pollen Street Capital Limited
| 11-12 Hanover Square
| London
| W1S 1JJ
Upstream Working Capital Ltd
Contents
| Page
Balance sheet | 1 - 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 16
Upstream Working Capital Ltd Registered number:NI607293
Balance sheet As at 31 December 2025
|  | 31 December |  | Unaudited 2 January
|  | 2025 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 48,402 |  | 49,508
|  |  | 48,402 |  | 49,508
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 15,989,565 |  | 9,018,197 |
Cash at bank and in hand | 8 | 119,454 |  | 49,580 |
|  | 16,109,019 |  | 9,067,777 |
Creditors: amounts falling due within one year | 9 | (8,094,918) |  | (1,434,302) |
Net current assets |  |  | 8,014,101 |  | 7,633,475
Total assets less current liabilities |  |  | 8,062,503 |  | 7,682,983
Provisions for liabilities |  |  |  |  |
Deferred tax liability | 10 | (9,501) |  | - |
|  |  | (9,501) |  | -
Net assets |  |  | 8,053,002 |  | 7,682,983
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 8,253,411 |  | 8,253,411
Share premium account | 12 |  | 71,507 |  | 71,507
Profit and loss account | 12 |  | (271,916) |  | (641,935)
|  |  | 8,053,002 |  | 7,682,983
Page 1
Upstream Working Capital Ltd Registered number:NI607293
Balance sheet (continued) As at 31 December 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.
Judith Totten
Director
The notes on pages 4 to 16 form part of these financial statements. Page 2
Upstream Working Capital Ltd
Statement of changes in equity For the period ended 31 December 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 3 January 2025 | 8,253,411 | 71,507 | (641,935) | 7,682,983
Profit for the period | - | - | 370,019 | 370,019
At 31 December 2025 | 8,253,411 | 71,507 | (271,916) | 8,053,002
| The notes on pages 4 to 16 form part of these financial statements.
Statement of changes in equity For the period ended 2 January 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 63,493 | 71,507 | (1,055,584) | (920,584)
Profit for the period | - | - | 413,649 | 413,649
Shares issued during the period | 8,189,918 | - | - | 8,189,918
At 2 January 2025 | 8,253,411 | 71,507 | (641,935) | 7,682,983
| The notes on pages 4 to 16 form part of these financial statements.
Page 3
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
1. | General information
Upstream Working Capital Ltd is a private company limited by shares and is incorporated in Northern Ireland. The registered office is Suite B, Ground Floor, 40 Linenhall Street, Belfast, BT2 8BA. The principal activity of the company is that of providing debt factoring and invoice discounting facilities. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The financial statements are presented in Sterling (£). The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have assessed that there are adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. For this reason the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business. Page 4
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Turnover
In January 2021, the company entered a securitised receivables purchase program with Cubitt Trade Capital LLC (the "Purchaser") and other parties, under which the company will sell its receivables to the Purchaser who will immediately resell to the issuer on the same terms and conditions. Pursuant to the receivables purchase agreement, the company sells, conveys, and assigns to the purchaser all its rights, title, and interest in these receivables. The company earned a management fee from the purchaser for its services, which was recognised as turnover within the financial statements. On 2nd January 2025, the company terminated the securitised receivables purchase program with Cubitt Trade Capital LLC and entered a new senior secured credit facility with Pollen Street Capital Limited, which is supplied through Upstream 2024 Limited (the “Borrower”), a subsidiary within the wider group structure. Pursuant to the senior facility agreement, and the associated receivables sale agreement, the company sells, transfers, and assigns all its receivables and related ancillary rights to the Borrower. The company earns a management fee and a service fee from the Borrower, and these fees are recognised as turnover within these financial statements.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 5
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 6
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 7
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Fixtures, fittings, and office equipment | - | 15% | reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 8
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.16 | Financial instruments
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right shortterm loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. Page 9
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: a) Recoverability of debtors Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the aging profile of debtors are considered. b) Useful economic lives of tangible assets The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.
4. | Employees
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Period ended 31 December | Unaudited Period ended 2 January
|  |  | 2025 | 2025
|  |  | No. | No.
|  | Directors | 2 | 2
|  | Other Staff | 9 | 8
|  |  | 11 | 10
Page 10
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
5. | Tangible fixed assets
|  | Fixtures, fittings, and office equipment
|  | £
| Cost or valuation |
| At 3 January 2025 | 146,141
| Additions | 7,050
| At 31 December 2025 | 153,191
| Depreciation |
| At 3 January 2025 | 96,633
| Charge for the period | 8,156
| At 31 December 2025 | 104,789
| Net book value |
| At 31 December 2025 | 48,402
| At 2 January 2025 | 49,508
6. | Fixed asset investments
The Company holds 100% of the Ordinary share capital of Upstream 2024 Ltd, a company incorporated in Northern Ireland. The principal activity of Upstream 2024 Ltd is that of a debt special purpose vehicle. Its registered office is 40 Linenhall Street, Belfast, Northern Ireland, BT2 8BA. The investment above has a cost and net book value of £0.01. Page 11
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
7. | Debtors
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 15,937,465 | 8,999,228
| Other debtors | 12,816 | -
| Prepayments | 39,284 | 18,969
|  | 15,989,565 | 9,018,197
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
8. | Cash and cash equivalents
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 119,454 | 49,580
|  | 119,454 | 49,580
Page 12
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Investor loans | 92,000 | 92,000
| Trade creditors | 21,481 | 864
| Amounts owed to group companies | 6,738,983 | 69,701
| Other taxation and social security | 100,861 | 32,541
| Other creditors | 260,157 | 225,077
| Accruals and deferred income | 241,436 | 374,119
| Redeemable preference shares | 640,000 | 640,000
|  | 8,094,918 | 1,434,302
| Investor loans are secured by a fixed and floating charge over all the assets. The interest rate on the loans is 8% per annum. Trade and other creditors are payable at various dates over the coming months in accordance with the suppliers’ usual and customary credit terms. Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions. The cumulative preference dividend on the preference shares amounts to a fixed rate of 6% of the issue price per preference share. The preference shares do not entitle the holders to receive notice of, to attend, to speak at or to vote at any general meeting of the Company. The preference shares may be redeemed in full at any time on or after the 19 June 2020 by either the shareholder or the company. On the redemption date, the Company shall pay: - The issue price on each of the preference shares being redeemed; - An additional dividend of 3% of the issue price per preference share; and - Any arrears or accruals of the preferred dividend due and unpaid on any preference shares, calculated down to and including the redemption date.
Page 13
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
10. | Deferred tax liability
|  | 31 December 2025
|  | £
| At beginning of year | -
| Charged to profit or loss | 9,501
| At end of year | 9,501
| The deferred taxation balance is made up as follows:
|  |  |  |  | 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Fixed asset timing differences | 11,534
| Short term timing differences | (2,033)
|  | 9,501
11. | Share capital
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Shares classified as equity
|  | Authorised, allotted, called up and fully paid |  |
|  | 8,253,411 (2 January 2025 - 8,253,411) Ordinary shares of £1.00 each | 8,253,411 | 8,253,411
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Shares classified as debt
|  | Authorised, allotted, called up and fully paid |  |
|  | 800,000 (2 January 2025 - 800,000) Preference shares of £0.80 each | 640,000 | 640,000
Page 14
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
12. | Reserves
Share premium account The share premium represents the premium received on shares issued by the company. Profit and loss account This includes all current and prior period retained profits and losses.
13. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 31 December | Unaudited 2 January
|  |  |  |  | 2025 | 2025
|  |  |  |  | £ | £
| Not later than 1 year | 135,117 | 105,339
| Later than 1 year and not later than 5 years | 349,379 | 52,247
| Later than 5 years | 335,412 | -
|  | 819,908 | 157,586
Page 15
Upstream Working Capital Ltd
Notes to the financial statements For the period ended 31 December 2025
14. | Related party transactions
| The company has availed of the exemption under FRS102 section 33 which does not require disclosure of transactions entered into between any subsidiary undertaking which is wholly owned by a member of that group. Emirobel Ltd is a related party by virtue of common control. No transactions were undertaken with the related party during the current financial period. In the previous financial period, the Company paid commissions of £42,440 to the related party. No amounts were due to or from the related party at the reporting date in either financial period. Norlon Consultancy is a related party by virtue of common control. During the current financial period, the Company incurred commission costs of £198,536 (period ended 2 January 2025: £51,464) from the related party. Amounts accrued and outstanding at the reporting date totalled £125,000 (2 January 2025: £51,464). The Company also incurred consultancy fees totalling £32,500 from Norlon Consultancy during the current financial period, which were recharged to another group company. No amounts were outstanding at the reporting date. In the previous financial period, the Company incurred consultancy fees totalling £250,000, which were also recharged to another group company. This amount was accrued at the end of the previous financial period. Total compensation of key management personnel, excluding directors' remuneration, amounted to £118,006 during the period (period ended 2 January 2025: £60,500). The compensation comprised consultancy fees and payroll costs. No amounts were due to or from key management personnel at the reporting date in either financial period. There were no other related party transactions requiring disclosure in accordance with FRS 102.
15. | Post balance sheet events
There have been no significant events affecting the Company since period year end.
16. | Controlling party
The ultimate controlling party is Judith Totten by virtue of majority shareholding in the ultimate parent company Crucible (No.1) Ltd, a company incorporated in Northern Ireland. The immediate parent company is Crucible (No.2) Ltd, a company incorporated in Northern Ireland. The largest and smallest group in which the group is consolidated is Crucible (No.1) Ltd. These financial statements are available to the public from Companies House.
17. | Auditor's information
The auditor's report on the financial statements was unqualified and was signed by Grace Cartin (Senior Statutory Auditor) for and on behalf of Deloitte (NI) Limited, Belfast, Northern Ireland (Chartered Accountant and Statutory Auditor) on 30 June 2026.
Page 16