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

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

Bizcap Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0DB. The principal place of business is 6th Floor, 16 New Burlington Place, London, W1S 2HX.

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 amounts 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.

At the time of approving the financial statements, the directors are confident, following a review of the company's projections over the next twelve months that the company has sufficient resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Turnover comprises commission income and other ancillary income recognised by the company during the year, exclusive of Value Added Tax.

Commission income is recognised at a point in time when the risks and rewards have been transferred, being when loan funds are transferred to the merchant.

Other ancillary income, comprising fees charged to merchants, is recognised at the point at which the risks and rewards have been transferred, being the receipt of the relevant fees.

Loans to SMEs

The company facilitates merchant loan facilities, funded by participants, to small and medium-sized enterprises (SMEs) and earns commission income and administrative fees. These are recognised as income over the term of the relevant loans.

Agency Arrangements

The company acts as an agent in administering merchant loans funded by participants, who bear the full economic risk and the participants receive all interest income. The interest which is collected from merchants and passed to the participants is not reflected in the profit and loss account.

Although the company does not retain interest income and accept credit risk, it controls the deployment and collection of loans to small and medium-sized enterprises. Accordingly, the loans to small and medium-sized enterprises and amount due to participants are presented on a gross basis in the balance sheet to reflect the custodial nature of the arrangement.

The company’s policy is to capitalise expenditure on fixed assets where the individual cost of the item exceeds £5,000 and the asset has an expected useful life of more than one year.

Expenditure on fixed assets below this threshold is considered immaterial and is therefore charged directly to the profit and loss account in the year of acquisition.

This policy is applied consistently across all classes of tangible fixed assets and is reviewed annually to ensure that the capitalisation threshold remains appropriate in the context of the company’s size and operations.

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:

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

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.

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, 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

Write-Off

Loans to SMEs are written off when they are deemed non-collectable. Subsequent recoveries from legal enforcement relating to an amount previously written-off are set off against the impairment and amount due to participants in the Balance sheet. As mentioned in note 1.3 the company does not bear the risk of default so such write offs reduce loans to SMEs and amount due to participants.

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.

Financial liabilities that meet the definition of basic financial instruments under FRS 102 are initially recognised at the transaction price, including any transaction costs that are directly attributable to the issue of the financial liability.

Subsequently, basic financial liabilities are measured at amortised cost using the effective interest rate (EIR) method. Under this method, interest expense is recognised in profit or loss over the life of the liability by applying the effective interest rate to the carrying amount of the liability. This approach allocates interest expense and any directly attributable transaction costs over the expected term of the liability, resulting in a consistent yield.

Original Issue Discount funds (participant funds)

Original Issue Discount funds received by the company, from participants, are classified as basic financial liabilities under FRS 102. These funds are initially recognised at the amount received, net of any transaction costs, and subsequently measured at amortised cost using the effective interest rate method.

The effective interest rate incorporates any fees, premiums, or discounts that are an integral part of the funding arrangement and spreads them over the expected term of the fund.

The carrying value of the Participant funds are reviewed at each reporting date to ensure it reflects the amortised cost.

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. Amounts 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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.

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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.

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

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 leased asset are consumed.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. There are no critical accounting judgements, estimates and assumptions that are likely to affect the current or future financial years.

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

Loans to small and medium-sized enterprises are classified as basic financial instruments and are measured at amortised cost using the effective interest rate method. All loans have contractual terms of less than 12 months, with typical durations of an average of 6 months. The portfolio comprises a mixture of secured and unsecured loans. Interest rates are fixed at the point of origination and remain unchanged for the duration of each loan. The amounts represent balances outstanding at the reporting date.

Loans are recognised at amortised cost using the effective interest rate method. The credit risk transfer arrangement is considered in the company’s assessment of financial instrument classification and impairment under FRS 102 Section 11.

The OID fund providers (“participants”) assume full economic responsibility for borrower defaults. Consequently, the company does not recognise credit loss provisions for these loans.

Included within cash at bank and in hand are monies held by the company on behalf of participants under the agency arrangements described in note 1.3. These amounts are not the company's own funds, and their use is restricted to settlement of the company's obligations to the relevant participants.

At the reporting date, the company held £5,650,148 (2024: £9,787,972) of such restricted monies within its bank accounts. A corresponding liability is recognised within amounts due to participants (note 7) to reflect the company's obligation to remit these funds.

Amounts due to participants represent the principal funding received, together with interest earned on loans advanced to SMEs, net of associated costs and fees, under participants Original Issue Discount (OID) loan facilities. These liabilities are classified as basic financial instruments and are measured at amortised cost using the effective interest rate method, in accordance with Section 11 of FRS 102

The total amount due to participants is £65,653,253 (2024: £35,072,599), net of loans due from small and medium-sized enterprises of £60,003,105 (2024: £25,284,727) resulting in a net payable to participants of £5,650,148 (2024: £9,787,972).

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 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.

Since the year end, the Company submitted amended VAT returns relating to the year ended 31 December 2025. These amendments may result in a VAT refund of approximately £61,800. At the report date, the recovery of this amount had not been agreed by HM Revenue & Customs and was not considered virtually certain. Accordingly, no asset has been recognised in these financial statements. The potential refund is therefore disclosed as a contingent asset in accordance with FRS 102 Section 1A.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

During the year the company entered into the following transactions with related parties:

Related Party Balances at Year End

All related party transactions and balances have been conducted on an arm's length basis and on normal commercial terms.