REGISTERED NUMBER: 13600183 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Billtrust UK Limited

Previously known as

iController UK Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Ms M Bezzih

Mr S Janssen

Mr P J Ragona

Mr D Zwick

SECRETARY:

MY UK OFFICE LIMITED

REGISTERED OFFICE:

Unit 33, Waterside

Schooner Court

44-48 Wharf Road

London

N1 7UX

REGISTERED NUMBER:

13600183 (England and Wales)

AUDITORS:

Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

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

CHANGE OF NAME

The company passed a special resolution on 8 May 2026 changing its name from iController UK Ltd to Billtrust UK Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a management company.

DIRECTORS

Ms M Bezzih has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

Mr S Janssen - appointed 1 January 2025

Mr R N Purcell - appointed 1 January 2025 - resigned 23 June 2025

Mr P J Ragona - appointed 1 January 2025

Mr D Zwick was appointed as a director after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Try Lunn & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr S Janssen - Director

21 August 2026

Opinion

We have audited the financial statements of Billtrust UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 December 2025 and of its loss 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

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 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused 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 and UK tax legislation. Our tests included agreeing the financial statements disclosures to underlying supporting documentation, enquiries with management. 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that 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 Report of the Auditors.

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

Simon Moss F.C.C.A. (Senior Statutory Auditor)

for and on behalf of Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

11 September 2026

TURNOVER

-

-

Administrative expenses

8,454

70,360

OPERATING LOSS and

LOSS BEFORE TAXATION

(8,454

)

(70,360

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(8,454

)

(70,360

)

LOSS FOR THE YEAR

(8,454

)

(70,360

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,454

)

(70,360

)

FIXED ASSETS

Tangible assets

6

255

451

CURRENT ASSETS

Debtors

7

26,643

25,356

CREDITORS

Amounts falling due within one year

8

429,426

419,881

NET CURRENT LIABILITIES

(402,783

)

(394,525

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(402,528

)

(394,074

)

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

(402,628

)

(394,174

)

SHAREHOLDERS' FUNDS

(402,528

)

(394,074

)

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

Mr S Janssen - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

(323,814

)

(323,714

)

Changes in equity

Total comprehensive income

-

(70,360

)

(70,360

)

Balance at 31 December 2024

100

(394,174

)

(394,074

)

Changes in equity

Total comprehensive income

-

(8,454

)

(8,454

)

Balance at 31 December 2025

100

(402,628

)

(402,528

)

1.	STATUTORY INFORMATION

Billtrust UK 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.

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 company is dependent on the continued financial support of its parent company iController BV and the controlling party, BTRS Holdings Inc. iController BV and BTRS Holdings Inc. have agreed to provide such support to ensure the company will be able to meet its debts as they fall due for the foreseeable future. The accounts are therefore prepared on a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

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 - 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

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.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

-

54,586

Social security costs

-

4,363

Other pension costs

-

751

-

59,700

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

2025

2024

Directors

4

2

Employees

-

1

4

3

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Depreciation - owned assets

196

196

Auditors' remuneration

1,815

2,305

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

6.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

and 31 December 2025

981

DEPRECIATION

At 1 January 2025

530

Charge for year

196

At 31 December 2025

726

NET BOOK VALUE

At 31 December 2025

255

At 31 December 2024

451

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

20,338

20,723

VAT

4,852

3,223

Prepayments

1,453

1,410

26,643

25,356

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

63

291

Amounts owed to group undertakings

425,705

414,655

Accrued expenses

3,658

4,935

429,426

419,881

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2025

(394,174

)

Deficit for the year

(8,454

)

At 31 December 2025

(402,628

)

11.	RELATED PARTY DISCLOSURES

During the year Billtrust Belgium BV, a sister company, paid expenses on behalf of the company totalling £11,050 (2024: £85,523). At the balance sheet date the amount owed to Billtrust Belgium BV was £425,704 (2024: £414,655). This loan is interest free and repayable on demand.

12.	CONTROLLING PARTY

The immediate parent company is BTRS Holdings Europe BV, a company incorporated in Belgium.

The parent undertaking of the smallest and the largest group to which the consolidated financial statements are prepared including the results of this company is BTRS Holdings Inc.(registered office address 11D South Gold Drive, Hamilton Township, NJ 0869, United States of America)

The ultimate parent company is Bullseye Holdings GP LLC, a company incorporated in the United States of America.

The company has no ultimate controlling party.