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JZ Capital Partners Limited

Interim Report Nov 10, 2025

9991_rns_2025-11-10_00055901-a1fe-4055-a80d-9c41be9e6b84.pdf

Interim Report

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Interim Report and Financial Statements For the period from 1 March 2025 to 31 August 2025

Contents

Page
Interim Report
Who We Are 1
Performance and Results Highlights 2
Chairman's Statement 4
Investment Adviser's Report 5
Board of Directors 8
Report of the Directors 9
Investment Portfolio 12
Independent Review Report 15
Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements")
Statement of Comprehensive Income (Unaudited) 17
Statement of Financial Position (Unaudited) 18
Statement of Changes in Equity (Unaudited) 19
Statement of Cash Flows (Unaudited) 20
Notes to the Interim Financial Statements (Unaudited) 21
Company Advisers 35
Useful Information for Shareholders 36

Who We Are

Corporate Objective

JZ Capital Partners Limited ("JZCP" or the "Company") seeks to maximise and realise the value of its investments in its US and European micro-cap companies and US real estate, and to return capital to shareholders.

About Us

JZCP has investments in US and European micro-cap companies, as well as real estate properties in the US.

JZCP's Investment Adviser is Jordan/Zalaznick Advisers, Inc. ("JZAI") which was founded by David Zalaznick and Jay Jordan in 1986. JZAI is supported by teams of investment professionals in New York, Chicago, London and Madrid.

In August 2020, the Company's shareholders approved changes to the Company's investment policy. Under the policy, the Company will make no further investments except in respect of which it has existing obligations and to continue selectively to support the existing portfolio. The intention is to realise the maximum value of the Company's investments and, having repaid all debt (completed December 2023), to return capital to shareholders (the "Company's Investment Policy"). In July 2024, the Company obtained shareholder approval to amend the Company's Articles to permit redemptions of the Ordinary Shares by changing the rights of the Ordinary shares to enable them to be redeemable at the option of the Company.

JZCP is a Guernsey-domiciled closed-ended investment company authorised by the Guernsey Financial Services Commission. JZCP's shares trade on the London Stock Exchange.

Performance and Results Highlights

Realisations

During the period from 1 March 2025 to 31 August 2025, the Company received proceeds of \$2.3 million from realised investments and escrow receipts. During the period, the Company invested \$0.9 million in order to support and maximise the value of the existing portfolio. Since the Company adopted its investment policy in August 2020, the Company has achieved realisations in excess of \$500 million, repaid approximately \$270 million of debt and returned \$70 million of capital to shareholders.

Realisations and refinancings - Post implementation of the Company's Investment Policy in August 2020

Proceeds
\$ million
K2 Towers II & ABTB sold in October 2020 18.6
Greenpoint property sold in October 2020 13.6
Secondary sale of U.S micro-cap companies to JZHL Secondary Fund in December 2020 87.7
George Industries sold in April 2021 9.5
Proceeds from Salter Labs realisation completed in November 2021 45.8
Distributions from JZHL Secondary Fund in 2023 and 2024 165.2
New Vitality sold in July 2022 7.4
Proceeds from realisation of Evriholder a subsidiary of Deflecto Holdings in January 2023 54.3
Proceeds from the partial sale of ISS in December 2022 and subsequent escrow receipts 39.3
Proceeds from realisation of Deflecto Holdings in October 2024 20.7
Distributions and loan repayments from the European micro-cap portfolio 36.0
Other realisations and distributions 19.5
Total 517.6

Net Asset Value ("NAV") per Share

NAV per share at 31 August 2025 was \$4.04 (28 February 2025: \$4.06).

NAV Attribution per Share

The following table presents the Company's year to date NAV performance by sector:

Performance and Results Highlights (continued)

Total NAV Returns

NAV returns below are presented in US Dollar terms and on a dividend reinvested basis and for periods ended 31 August 2025.

6 Months 1 Year 3 Year1 5 Year 7 Year 10 Year
Total NAV return -0.5% -2.7% -9.2% -12.2% -58.9% -60.4%

1 The three-year NAV return performance reflects the restated NAV per share at 31 August 2022 of \$4.45 due to a prior period correction. Based on the reported NAV per share, in November 2022 of \$4.71 the Total NAV return for the three-year period was -14.2%.

Shareholder Returns

JZCP's share price at 31 August 2025 was £1.92 (28 February 2025: £2.20).

Shareholder returns below are presented in Sterling and on the basis returns of capital and dividends are reinvested and are for the periods ended 31 August 2025.

6 Months 1 Year 3 Year 5 Year 7 Year 10 Year
Total Shareholder return -7.7% 3.6% 25.7% 141.5% -51.6% -43.9%

In July 2024, the Company returned \$40 million of capital to shareholders and in March 2025 a further \$30 million via a compulsory redemption of Ordinary shares.

Following the above redemptions, the shareholder returns include the excess of the return of capital at NAV versus the prevailing share price. This calculated return to shareholders has been adjusted to reflect the number of shares redeemed.

NAV to Market Price Discount

The data below shows the theoretical discount of the period end share price and the period end NAV per share and does not factor in the timing delay in announcing the period end NAV to the market.

31.8.2018 31.8.2020 31.8.2022 31.8.2024 31.8.2025
Discount -41.2% -74.1% -55.3% -37.9% -35.9%

Total NAV return, Total Shareholder returns and NAV to Market Price discount are classified as Alternative Performance Measurements under European Securities and Market Authority guidelines and are further explained on page 36 under Useful Information for Shareholders.

Chairman's Statement

The Directors present the results of the Company for the six-month period ended 31 August 2025. The NAV per share has decreased from \$4.06 at 28 February 2025 to \$4.04 at 31 August 2025 (\$4.15 at 31 August 2024).

Investment Policy and Liquidity

The Company's situation remains little changed from that reported alongside the results for the financial year ended 28 February 2025. The Board and Investment Adviser remain committed to the implementation of the Investment Policy to maximise the value of, and to realise, the Company's investment portfolio and to continue to return capital. The Directors are pleased to have been able to implement two returns of capital amounting to approximately \$70 million. However, future returns of capital are dependent on further realisations; as previously reported, and as expected, this has been and continues to be a quiet time for realisations.

The Company has cash and treasuries of approximately \$77 million and an investment portfolio of approximately \$166 million. It continues to be the Company's policy to maintain a significant cash cushion whilst the investment portfolio remains substantial. The Directors feel that this is prudent out of general caution and further justified by the recent volatility related to U.S. trade policy.

In accordance with the Investment Policy, and as previously announced, existing investments will be supported where there are continuing obligations to do so or otherwise for the maximisation of their value. For this purpose, \$20.5 million was reserved for Follow-on Flex Pack, of which \$12.3 million has been invested; \$12.5 million for Esperante, the office tower in West Palm Beach in Florida, of which \$9.0 million has been invested; \$15 million for Spruceview; and \$20 million for capital calls from JZI Fund III, L.P., including an anticipated requirement for further support.

Some modest realisations may be achieved in the short to medium term; however, recent market turmoil caused by U.S. trade policy and difficult market conditions in Europe may lead to delays in realising the Company's investment portfolio. It currently remains the case that the realisation of the majority in value of the investment portfolio is not planned or expected until towards the end of the estimated period to complete the Company's managed wind down. Shareholders are reminded that the investment portfolio includes investments that the Company does not directly control.

US and European Micro-cap Portfolios

Our US and European micro-cap portfolios were down a combined 6 cents for the period. We continue to work towards several realisations in both portfolios.

Real Estate Portfolio

The Company has two remaining properties with equity value: Esperante, an office building in West Palm Beach, Florida, and 247 Bedford Avenue, a retail building with Apple as the primary tenant, in Williamsburg, Brooklyn. The real estate portfolio experienced a net write-down of 1 cent per share.

Outlook

The Company continues to be in a strong financial position following the return to date of approximately \$70 million to shareholders. The Board and the Investment Adviser continue to be focussed on the implementation of the Company's investment policy and the maximisation of the value of the Company's remaining investments, their orderly realisation and the return of capital to shareholders.

David Macfarlane Chairman 5 November 2025

Investment Adviser's Report

Dear Fellow Shareholders,

During the past eighteen months, we returned \$70 million of capital to shareholders, \$40 million in July 2024 and \$30 million in the first calendar quarter of of 2025. As previously reported, we require a significant amount of cash to support and maximize the value of our existing portfolio. We will continue to evaluate the Company's ability to make further distributions of capital to shareholders as we realize assets

During the period from 1 March 2025 to 31 August 2025, the Company received proceeds of \$2.3 million from realized investments and escrow receipts and invested \$0.9 million in order to support and maximize the value of the existing portfolio. Since the Company adopted its investment policy in August 2020, the Company has achieved realizations in excess of \$500 million, repaid approximately \$270 million of debt and returned \$70 million of capital to shareholders.

Net Asset Value ("NAV")

JZCP's NAV per share decreased 2 cents, or approximately 0.5%, during the period.

NAV per Ordinary share as of 28 February 2025 \$4.06
Change in NAV due to capital gains and accrued income
- European micro-cap (0.06)
- Real estate (0.01)
- Other investments (0.01)
+ Income from treasuries 0.02
Other changes in NAV
+ Net foreign exchange effect 0.09
- Expenses and taxation (0.05)
NAV per Ordinary share as of 31 August 2025 \$4.04

The US micro-cap portfolio was flat for the period. Our European portfolio was written down six cents during the period and our real estate portfolio was written down by one cent during the period.

Returns

The chart below summarises cumulative total shareholder returns and total NAV returns for the most recent six-month, one-year, three-year and five-year periods.

31.8.2025 28.2.2025 31.8.2024 31.8.2022 31.8.2020
Share price (in GBP) £1.92 £2.20 £1.96 £1.71 £0.89
NAV per share (in USD) \$4.04 \$4.06 \$4.15 \$4.45 \$4.60
NAV to market price discount 35.9% 31.8% 37.9% 55.3% 74.1%
6 month 1 year 3 year 5 year
return return return return
Total Shareholders' return (GBP)1 -7.7% 3.6% 25.7% 141.5%

1 Following the compulsory redemption of Ordinary shares in July 2024 and March 2025, shareholder returns include the excess of the return of capital at NAV versus the prevailing share price. This calculated return to shareholders has been adjusted to reflect the number of shares redeemed.

Investment Adviser's Report (continued)

Portfolio Summary

Our portfolio is well-diversified by asset type and geography, with 23 US and European micro-cap investments across seven industries. The European portfolio, consisting of eleven companies, itself is well-diversified geographically across Spain, Italy, Portugal, Luxembourg, Denmark and the UK.

Below is a summary of JZCP's assets and liabilities at 31 August 2025 as compared to 28 February 2025. An explanation of the changes in the portfolio follows:

31.8.2025
US\$'000
28.2.2025
US\$'000
US micro-cap portfolio 64,200 64,612
European micro-cap portfolio 44,351 44,400
Real estate portfolio 34,700 34,567
Other investments 23,177 23,614
Total Private Investments 166,428 167,193
Treasuries 51,665 82,017
Cash 26,263 25,074
Total Treasuries and Cash 77,928 107,091
Other assets 55 1,155
Total Assets 244,411 275,439
Other liabilities 673 774
Total Liabilities 673 774
Total Net Assets 243,738 274,665

Investment Adviser's Report (continued)

Portfolio Summary (continued)

US micro-cap portfolio

As you know from previous reports, our US portfolio is grouped into industry 'verticals' and co-investments. As of December 4, 2020, certain of our verticals and co-investments are now grouped under JZHL Secondary Fund, LP ("JZHL" or the "Secondary Fund"). JZCP has a continuing interest in the Secondary Fund through a Special LP Interest, which entitles JZCP to certain distributions from the Secondary Fund.

Our 'verticals' strategy focuses on consolidating businesses under industry executives who can add value via organic growth and cross-company synergies. Our co-investments strategy has allowed for greater diversification of our portfolio by investing in larger companies alongside well-known private equity groups.

The US micro-cap portfolio was flat for the period.

European micro-cap portfolio

Our European portfolio was written down six cents during the period.

JZCP invests in the European micro-cap sector through its approximately 18.8% ownership of JZI Fund III, L.P. As of 31 August 2025, Fund III held 11 investments: five in Spain, two in Italy and one in the UK, Portugal, Denmark and Luxembourg.

Real estate portfolio

The Company's two remaining real estate assets that have equity value are 247 Bedford Avenue in Brooklyn, New York (where Apple is the principal tenant), and the Esperante office building in West Palm Beach, Florida.

The real estate portfolio experienced a write-down of one cent per share during the period.

Other investments

Our asset management business in the US and Latin America, Spruceview Capital Partners, has continued to grow since we last reported to you. During the period, Spruceview had a final closing for its fourth private markets fund and continued to seek commitments to its fifth private markets fund, with additional closings anticipated in the fourth quarter of 2025. Spruceview engaged in a meaningful partnership with a global bank and asset management firm to raise a private equity fund which has been officially launched with an institutional anchor investor and is undergoing a fundraising process.

We expect Spruceview assets under management to continue to grow organically from its existing clients as well as new clients.

As previously reported, Richard Sabo, former Chief Investment Officer of Global Pension and Retirement Plans at JPMorgan and a member of that firm's executive committee, is leading a team of 25 investment, business and product development, legal and operations professionals.

Outlook

We are working on new realizations and further distributions. Thank you for your continued support.

Yours faithfully, Jordan/Zalaznick Advisers, Inc. 5 November 2025

Board of Directors

David Macfarlane (Chairman)1

Mr Macfarlane was appointed to the Board of JZCP in 2008 as Chairman and a non-executive Director. Until 2002, he was a Senior Corporate Partner at Ashurst. He was a non-executive director of the Platinum Investment Trust Plc from 2002 until January 2007.

James Jordan

Mr Jordan is a private investor who was appointed to the Board of JZCP in 2008. He was a director of the First Eagle family of mutual funds until 31 December 2023. Until 30 June 2005, he was the managing director of Arnhold and S. Bleichroeder Advisers, LLC, a privately owned investment bank and asset management firm; and until 25 July 2013, he was a non-executive director of Leucadia National Corporation.

Sharon Parr2,3

Ms Parr was appointed to the Board of JZCP in June 2018. She has over 35 years in the finance industry and spent a significant portion of her professional career with Deloitte and Touche in a number of different countries. After a number of years in the audit department, on relocating to Guernsey in 1999 she transferred into their fiduciary and fund management business and, after completing a management buyout and subsequently selling to Barclays Wealth in 2007, she ultimately retired from her role there as Global Head of Wealth Structuring in 2011. Ms Parr holds a number of Non-Executive Directorships across the financial services sector including in other listed funds. Ms Parr is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Society of Trust and Estate Practitioners, and is a resident of Guernsey.

Ashley Paxton

Mr Paxton was appointed to the Board in August 2020. He has more than 25 years of funds and financial services industry experience, with a demonstrable track record in advising closed-ended London listed boards and their audit committees on IPOs, capital market transactions, audit and other corporate governance matters. He was previously C.I. Head of Advisory for KPMG in the Channel Islands, a position he held from 2008 through to his retirement from the firm in 2019. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a resident of Guernsey.

1 Chairman of the nominations committee of which all Directors are members.

2 Chairman of the audit committee of which all Directors are members.

3 Appointed as Senior Independent Director of the Company on 4 September 2025.

Report of the Directors

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Interim Report and Financial Statements comprising the Halfyearly Interim Report (the "Interim Report") and the Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements") in accordance with applicable law and regulations.

The Directors confirm that to the best of their knowledge:

  • the Interim Financial Statements have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted in the European Union and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
  • the Chairman's Statement and Investment Adviser's Report include a fair review of the information required by:
  • (i) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year and their impact on the Interim Financial Statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
  • (ii) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or the performance of the entity during that period; and any changes in the related party transactions described in the 2025 Annual Report and Financial Statements that could do so.

Senior Independent Director

In order to align with best practice, on 4 September 2025 the Company appointed Ms Sharon Parr as Senior Independent Director of the Company.

The Financial Reporting Council ("FRC") review of the Company's Annual Report and Financial Statements for the year ended 28 February 2025

In October 2025, the FRC have concluded a review of the Company's Annual Report and Financial Statements for the year ended 28 February 2025 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures. Whilst there were no material concerns/queries raised from the review, matters were highlighted where the FRC believed that users of the accounts would benefit from improvements to existing reporting. The Audit Committee of the Company will be considering these points raised as part of the next reporting cycle. Further information on the scope and limitations of the FRC's review process is available on the FRC's website at www.frc.org.uk.

Principal Risks and Uncertainties

The Company's Board believes the principal risks and uncertainties that relate to an investment in JZCP are as follows:

Portfolio Liquidity

The Company invests predominantly in unquoted companies and real estate. Therefore, this potential illiquidity means there can be no assurance investments will be realised at their latest valuation or on the timing of such realisations. The Board considers this illiquidity when planning to meet its future financial obligations. On a quarterly basis, the Board reviews a working capital model produced by the Investment Adviser which highlights the Company's projected liquidity and financial commitments.

Investment Performance and Impact on NAV

The Company is reliant on the Investment Adviser to support the Company's investment portfolio by executing suitable investment decisions. The Investment Adviser provides the Board with an explanation of all investment decisions and also provides quarterly investment reports and valuation proposals of investee companies. The Board reviews investment performance quarterly and investment decisions are checked to ensure they are consistent with the agreed investment strategy.

Operational and Personnel

Although the Company has no direct employees, the Company considers what dependence there is on key individuals within the Investment Adviser and service providers that are key to the Company meeting its operational and control requirements.

Report of the Directors (continued)

Principal Risks and Uncertainties (continued)

Share Price Trading at Discount to NAV

JZCP's share price is subject to market sentiment and will also reflect any periods of illiquidity when it may be difficult for shareholders to realise shares without having a negative impact on share price.

Macroeconomic Risks and Impact on NAV

The Company's performance, and underlying NAV, is influenced by economic factors that affect the demand for products or services supplied by investee companies and the valuation of Real Estate interests held. Economic factors will also influence the Company's ability to invest and realise investments and the level of realised returns. Approximately 20% (28 February 2025: 18%) of the Company's investments are denominated in non-US dollar currencies, primarily the euro and also sterling. Fluctuations to these exchange rates will affect the NAV of the Company.

Uncertainties in today's world that influence economic factors include:

(i) Geopolitical Conflicts Including the War in Ukraine and the heightened tensions in the Middle East

JZCP's investments are predominantly focused in the U.S. and Western Europe, and as such, the portfolio has no direct exposure to the affected regions.

The Board continues to receive reports from the Investment Adviser on the impact of any fluctuations of energy costs on its investment portfolio, the Board notes further escalations could increase volatility in energy cost and financial markets.

(ii) Changes in Trade Policy and International Relationships

The initial decision to impose wide-ranging tariffs by the U.S. government negatively impacted financial markets and strained international relationships. Whilst the subsequent trade agreements the U.S. government has negotiated have lessened the impact, uncertainties still remain. The Board will continue to monitor the situation regarding U.S. trade policy and any likely impact on the valuation of the Company's investments.

(iii) Climate Change

JZCP does not have a sustainability-driven investment strategy, nor is its intention to do so, but the Board believes that considering the principle of being environmentally responsible is important in realising the maximum value of the Company's investments.

JZCP only invests where it has existing obligations or to continue selectively to support the existing portfolio. JZAI, where possible, plans to use its influence as an investor to ensure investee businesses and funds have a cautious and responsible approach to environmental management of their business operations. JZCP invests across a wide range of businesses but has limited exposure to those that create high levels of emissions.

The Board considers the impact of climate change on the firm's business strategy and risk profile and, where appropriate will make timely climate change related disclosures. Regular updates, given by the Investment Adviser on portfolio companies and properties, will include potential risk factors pertaining to climate change and how/if these risks are to be mitigated. The Board receives a report from the Investment Adviser categorising the Company's investments according to their level of exposure to climate-related risks. These climate-related risks can be categorised as either physical (impact of extreme weather, rising sea levels) or transitional (impact of the transition to a lower-carbon economy).

The Board also has regard to the impact of the Company's own operations on the environment and other stakeholders. There are expectations that portfolio companies operate in a manner that contributes to sustainability by considering the social, environmental, and economic impacts of doing business. The Board requests the Investment Adviser Report on any circumstances where expected standards are not met.

The Board has assessed the impact of climate change and has judged that the Company's immediate exposure to the associated risks are low and therefore there is no material impact on the fair value of investments and the financial performance reported in these Interim Financial Statements.

The Board considers the principal risks and uncertainties above are broadly consistent with those reported at the prior year end.

Report of the Directors (continued)

Going Concern

A fundamental principle of the preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") is the judgement that an entity will continue in existence as a going concern for a period of at least 12 months from signing of the Interim Financial Statements, which contemplates continuity of operations and the realisation of assets and settlement of liabilities occurring in the ordinary course of business.

In reaching its conclusion, the Board has considered the risks that could impact the Company's liquidity over the period from 5 November 2025 to 30 November 2026 (the "Going Concern Period"). There were no events or conditions identified beyond this period which may cast significant doubt on the Company's ability to continue as a going concern.

Going Concern Assessment

At 31 August 2025, the Company had no outstanding debt and held liquid assets of approximately \$77.9 million (28 February 2025: \$107.1 million), comprising cash of \$26.3 million (28 February 2025: \$25.1 million) and treasuries of \$51.7 million (28 February 2025: \$82.0 million). During the period ended 31 August 2025, the Company received approximately \$2.0 million from realisations and distributions, \$0.2 million from escrows and \$1.7 million interest from treasury bills and cash. The Company had cash outflows relating to follow-on investments and expenses of approximately \$0.9 million and returned \$30.0 million of capital to shareholders.

As at 5 November 2025, the Company holds cash and treasuries of approximately \$77 million. Potential further returns of capital in the longer term will be subject always to retaining sufficient funds to support certain existing investments to maximise their value and/or to meet its existing obligations such as operational expenses. The Company's financial obligations include \$7.3 million to Follow-on Flex Pack (through JZHL Secondary Fund LP). In addition, the Company anticipates it may require the following amounts to support certain other existing assets: approximately \$3.5 million for Esperante, \$15 million for Spruceview and \$20 million for JZI Fund III. The expected timeframe for these further investments is within a three-year period.

The Board takes account of the levels of funding obligations the Company could be called on through capital calls on existing investments, as well as the accuracy of previous forecasts to assess the predicted accuracy of forecasts presented. The Company continues to work on the realisation of various investments within a timeframe that will enable the Company to maximise the value of its investment portfolio. Due to the Company's strong liquidity, the timeframe to realise investments is not determined by the need to meet financial obligations and the Company is able to mitigate any downturn in the wider economy which might influence the ability to exit investments.

Going Concern Conclusion

After careful consideration and based on the assessment outlined above, the Board is satisfied, as at the date of the signing of the Interim Financial Statements, that it is appropriate to adopt the going concern basis in preparing the financial statements and it has a reasonable expectation that the Company will continue in existence as a going concern for the period ending 30 November 2026.

Approved by the Board of Directors and agreed on behalf of the Board on 5 November 2025.

David Macfarlane Sharon Parr Chairman Director

Investment Portfolio

31 August 2025 Percentage
Cost1
US\$'000
Value
US\$'000
of Portfolio
%
US Micro-cap portfolio
US Micro-cap Fund
JZHL Secondary Fund L.P.2
Invested in four companies in the US micro-cap sector:
(See page 14 for further information)
Total JZHL Secondary Fund L.P. valuation
36,851 37,938 17.4
US Micro-cap (Vertical)
INDUSTRIAL SERVICES SOLUTIONS WC, L.P. ("ISS")3
Provider of aftermarket maintenance, repair, and field services for critical
process equipment throughout the US
Total Industrial Services Solutions WC, L.P. 18,430 22,422 10.3
US Micro-cap (Co-investment)
ORIZON
Manufacturer of high precision machine parts and tools for aerospace and
defence industries
Total Orizon 3,899 3,840 1.8
US Micro-cap (Other)
NATIONWIDE STUDIOS
Processor of digital photos for pre-schoolers
Total Nationwide Studios 26,324 - -
Total US Micro-cap portfolio 85,504 64,200 29.5
European Micro-cap portfolio
EUROMICROCAP FUND 2010, L.P.
Invested in European Micro-cap entities
825 - -
JZI FUND III, L.P.
JZCP's investment in JZI Fund III is further detailed on page 14
56,210 44,351 20.3
Debt Investments (loans to European micro-cap companies)
TORO FINANCE
Provides short term receivables finance to the suppliers of major Spanish
companies 21,619 - -
XACOM4
Supplier of telecom products and technologies
2,055 - -
Total European Micro-cap portfolio 80,709 44,351 20.3

Investment Portfolio (continued)

31 August 2025 Percentage
Cost 1 Value of Portfolio
US\$'000 US\$'000 %
Real Estate portfolio
247 BEDFORD AVENUE
Prime retail asset in northern Brooklyn, NY
18,848 7,152 3.3
ESPERANTE
An iconic building on the downtown, West Palm Beach skyline
23,955 27,548 12.6
Total Real Estate portfolio 42,803 34,700 15.9
Other investments
BSM ENGENHARIA
Brazilian-based provider of supply chain logistics, infrastructure services
and equipment rental
6,115 - -
JZ INTERNATIONAL
Fund of European LBO investments
SPRUCEVIEW CAPITAL PARTNERS, LLC
- 121 0.1
Asset management company focusing primarily on managing
endowments and pension funds
35,455 23,056 10.6
Total Other investments 41,570 23,177 10.7
Listed investments
U.S. Treasury Bills - Maturity 4 September 2025 2,416 2,440 1.1
U.S. Treasury Bills - Maturity 25 September 2025 1,610 1,623 0.7
U.S. Treasury Bills - Maturity 23 October 2025 3,070 3,085 1.4
U.S. Treasury Bills - Maturity 20 November 2025 44,456 44,517 20.4
Total Listed investments 51,552 51,665 23.6
Total - portfolio 302,138 218,093 100.0

1 Original book cost incurred by JZCP adjusted for subsequent transactions. Other than JZHL Secondary Fund (see foot note 2), the book cost represents cash outflows and excludes Payment In Kind ("PIK") investments.

2 Notional cost of the Company's interest in JZHL Secondary Fund is calculated in accordance with IFRS, and represents the fair value of the Company's LP interest on recognition adjusted for subsequent distributions.

3 Co-investment with Fund A, a Related Party (Note 13).

4 Classified as loan at amortised cost.

Investment Portfolio (continued)

Summary of JZCP's investments in JZHL Secondary Fund

JZHL Valuation1
As at
31.8.2025
\$'000s
US Micro-cap investments
ACW FLEX PACK, LLC1
Provider of a variety of custom flexible packaging solutions to converters and end-users
562
PEACEABLE STREET CAPITAL, LLC1
Specialty finance platform focused on commercial real estate
13,703
TIERPOINT, LLC1
Provider of cloud computing and colocation data centre services
6,732
THE ROBINETTE COMPANY2
Provider of flexible packaging
17,694
Total investments 38,691
Hurdle amount due to Secondary Investors (753)
JZCP's interest in JZHL Secondary Fund 37,938

1 JZCP's valuation being 37.5% Special L.P. interest in the underlying investment in JZHL Secondary Fund.

Summary of JZCP's investment in JZI Fund III's investment portfolio at 31 August 2025

Country As at
31.8.2025
JZCP Cost (EURO)1 JZCP Value (EURO)1 JZCP Value (USD)
As at
31.8.2025
As at
31.8.2025
€'000s €'000s \$'000s
ALIANZAS EN ACEROS Spain 5,206 319 373
Steel service center
BLUESITES
Build-up in cell tower land leases Portugal 485 3,188 3,731
CANARY GREEN CORNER
Build-up of petrol stations Spain 3,938 3,534 4,137
COLLINGWOOD
Niche UK motor insurer UK 3,015 3,056 3,577
ERSI Lux 8,569 1,363 1,596
Reinforced steel modules
FACTOR ENERGIA
Electricity supplier Spain 3,650 8,184 9,580
FINCONTINUO
Niche consumer lender Italy 6,520 1,875 2,195
LUXIDA
Build-up in electricity distribution Spain 3,324 4,256 4,982
S.A.C
Vendor loan note to management of exited
operational van leasing company Denmark 1,625 2,872 3,361
TREEE Italy 7,222 885 1,036
E-waste recycling
UFASA
Niche consumer lender Spain 3,728 4,842 5,667
Other net assets 4,116
Total valuation 44,351

1 The Company indirectly holds an 18.75% partnership interest in JZI Fund III. The costs and valuations in above table are JZCP 's approximate share of JZI Fund III's total cost/value.

2 JZCP's valuation being 61.5% Special L.P. interest in the underlying investment in JZHL Secondary Fund.

Independent Review Report to JZ Capital Partners Limited

Conclusion

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2025 which comprises the Statement of Comprehensive Income (Unaudited), Statement of Financial Position (Unaudited), Statement of Changes in Equity (Unaudited), Statement of Cash Flows (Unaudited) and related Notes 1 to 18. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2025 are not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union ("IAS 34"), and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in Note 2, the annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.

Conclusion relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of the Directors

The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, 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.

Independent Review Report to JZ Capital Partners Limited (continued)

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Ernst & Young LLP Guernsey, Channel Islands 5 November 2025

Statement of Comprehensive Income (Unaudited)

For the period from 1 March 2025 to 31 August 2025

Note Six Month
Period Ended
31 August 2025
US\$'000
Six Month
Period Ended
31 August 2024
US\$'000
Income, investment and other gains
Investment income 7 2,318 3,776
Bank and deposit interest 284 434
Net foreign currency exchange gains 23 191
Realisations from investments held in escrow accounts 16 221 658
Net profit on investments at fair value through profit or loss 6 - 3,714
2,846 8,773
Expenses and losses
Net loss on investments at fair value through profit or loss 6 (760) -
Investment Adviser's base fee 8 (1,928) (2,327)
Administrative expenses (939) (1,743)
Directors' remuneration (146) (146)
(3,773) (4,216)
Operating (loss)/profit (927) 4,557
Finance costs - -
(Loss)/profit before taxation (927) 4,557
Taxation 17 - -
(Loss)/profit for the period (927) 4,557
Weighted average number of Ordinary shares in issue during the
period
15 60,799,892 75,452,491
Basic and diluted (loss)/earnings per Ordinary share 15 (1.52)c 6.04c

The (loss)/profit for the period all derive from continuing operations.

Statement of Financial Position (Unaudited)

As at 31 August 2025

Note 31 August
2025
US\$'000
28 February
2025
US\$'000
Assets
Investments at fair value through profit or loss 9 218,093 249,210
Other receivables 55 186
Cash at bank 26,263 25,074
Prepayment of Investment Adviser's base fee 8 - 969
Total assets 244,411 275,439
Liabilities
Other payables 10 613 774
Investment Adviser's base fee 8 60 -
Total liabilities 673 774
Equity
Share capital 157,074 176,334
Distributable reserve 86,664 98,331
Total equity 243,738 274,665
Total liabilities and equity 244,411 275,439
Number of Ordinary shares in issue at period/year end 11 60,320,352 67,673,293
Net asset value per Ordinary share 14 \$4.04 \$4.06

These Interim Financial Statements on pages 17 to 34 were approved by the Board of Directors and authorised for issuance on 5 November 2025. They were signed on its behalf by:

David Macfarlane Sharon Parr Chairman Director

Statement of Changes in Equity (Unaudited)

For the period from 1 March 2025 to 31 August 2025

Note Share
Capital
US\$'000
Distributable
Reserve
US\$'000
Total
US\$'000
Balance as at 1 March 2025 176,334 98,331 274,665
Loss for the period - (927) (927)
Repurchase of Ordinary shares1 11 (19,260) (10,740) (30,000)
Balance at 31 August 2025 157,074 86,664 243,738

Comparative for the period from 1 March 2024 to 31 August 2024

Note Share
Capital
US\$'000
Distributable
Reserve2
US\$'000
Total
US\$'000
Balance as at 1 March 2024 216,650 99,459 316,109
Profit for the period - 4,557 4,557
Repurchase of Ordinary shares 11 (40,000) - (40,000)
Balance at 31 August 2024 176,650 104,016 280,666

1 Following the initial return of capital in July 2024, the Board decided subsequent returns of capital would be allocated against Share Capital and the Distributable Reserve in proportion to their opening balances.

2 At the year ended 28 February 2025, the Board decided to change the presentation of the Company's reserves from prior periods to combine what was previously the Other Reserve and Retained Deficit in the now renamed Distributable Reserve. This change was made to simplify the Company's reserve structure and aid the presentation as the Company makes further returns of capital. There was no quantitative impact on the profit/loss of the Company due to the change in presentation of the reserves. The balances of the Other Reserve and Retained Deficit at 1 March 2024 were \$353,528,000 and (\$254,069,000) respectively and combined to the now named Distributable Reserve of \$99,459,000.

Statement of Cash Flows (Unaudited)

For the period from 1 March 2025 to 31 August 2025

Six Month Six Month
Period Ended Period Ended
31 August 2025 31 August 2024
Note US\$'000 US\$'000
Cash flows from operating activities
Cash inflows
Realisation of investments 9 2,031 14,710
Maturity of treasury bills 9 88,253 271,429
Bank interest received 284 434
Escrow receipts received 16 221 4,662
Cash outflows
Direct investments and capital calls 9 (856) (21,442)
Purchase of treasury bills 9 (56,753) (213,147)
Investment Adviser's base fee paid 8 (899) (2,469)
Other operating expenses paid (1,115) (1,777)
Net cash inflow from operating activities 31,166 52,400
Cash flows from financing activities
Repurchase of Ordinary shares 11 (30,000) (40,000)
Net cash outflow from financing activities (30,000) (40,000)
Increase in cash at bank 1,166 12,400
Reconciliation of net cash flow to movements in cash at bank
US\$'000 US\$'000
Cash at bank at beginning of period 25,074 13,368
Increase in cash at bank 1,166 12,400
Foreign exchange movements on cash at bank 23 191
Cash at bank at period end 26,263 25,959

1. General Information

JZ Capital Partners Limited ("JZCP" or the "Company") is a Guernsey domiciled closed-ended investment company which was incorporated in Guernsey on 14 April 2008 under the Companies (Guernsey) Law, 1994. The Company is now subject to the Companies (Guernsey) Law, 2008. The Company is classified as an authorised fund under the Protection of Investors (Bailiwick of Guernsey) Law 2020. As at 31 August 2025, the Company's capital consisted of Ordinary shares which are traded on the London Stock Exchange.

The Company's investment policy, adopted in August 2020, is for the Company to make no further investments outside of its existing obligations or to the extent that investment may be made to support selected existing portfolio investments. The intention is to realise the maximum value of the Company's investments and, after repayment of all debt (which was completed in December 2023), to return capital to shareholders. The Company made an initial return of capital in July 2024 and a second return in March 2025. The Company still remains committed to its investment strategy of realising the maximum value of its investments. The Company will continue to assess its ability to make further returns of capital to Shareholders and will seek to do so as and when it has sufficient cash reserves that are not otherwise required to support its existing investments to maximise value and/or to meet its existing obligations such as operational expenses.

The Company's previous investment policy was to target predominantly private investments and back management teams to deliver on attractive investment propositions. In executing this strategy, the Company took a long-term view. The Company looked to invest directly in its target investments and was able to invest globally but with a particular focus on opportunities in the United States and Europe.

The Company is currently mainly focused on supporting its investments in the following areas:

  • (a) Micro-cap buyouts in the form of debt and equity and preferred stock in both the US and Europe;
  • (b) Spruceview Capital Partners, the Company's asset management portfolio company based in the US; and (c) US real estate.

The Company has no direct employees. For its services, the Investment Adviser receives a management fee as described in Note 8. The Company has no ownership interest in the Investment Adviser. During the period under review, the Company was administered by Northern Trust International Fund Administration Services (Guernsey) Limited.

2. Basis of Accounting and Material Accounting Policies

Statement of compliance

The Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements") of the Company for the period 1 March 2025 to 31 August 2025 have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted in the European Union, together with applicable legal and regulatory requirements of the Companies (Guernsey) Law, 2008 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Interim Financial Statements do not include all the information and disclosure required in the Annual Audited Financial Statements and should be read in conjunction with the Annual Report and Financial Statements for the year ended 28 February 2025.

Basis of preparation

The material accounting policies adopted in the preparation of these Interim Financial Statements are consistent with the accounting policies stated in Note 2 of the Annual Financial Statements for the year ended 28 February 2025. The preparation of these Interim Financial Statements is in conformity with IAS 34, "Interim Financial Reporting" as adopted in the European Union, and requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenues and expenses during the reporting period.

The Interim Financial Statements are presented to the nearest thousand dollars (US\$'000) except where otherwise indicated.

2. Basis of Accounting and Material Accounting Policies (continued)

New standards, interpretations and amendments adopted by the Company

There has been no early adoption, by the Company, of any other standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2025, but do not have material impact on the Company's interim financial position or on the presentation of the Company's financial statements. The Company has assessed the impact of IFRS 18. Whilst the presentation of the Statement of Comprehensive Income will change when the standard is implemented on 1 March 2027, the valuation and measurement of balances therein will not be impacted.

Changes in accounting policy and disclosure

The accounting policies adopted in the preparation of these Interim Financial Statements have been consistently applied during the period, unless otherwise stated.

Climate change

The Board has assessed the impact of climate change and has judged that the Company's immediate exposure to the associated risks are low and therefore there is no material impact on the fair value of investments and the financial performance reported in these Interim Financial Statements.

3. Estimates and Judgements

The estimates and judgements made by the Board of Directors are consistent with those made in the Audited Financial Statements for the year ended 28 February 2025.

Going concern

A fundamental principle of the preparation of financial statements in accordance with IFRS is the judgement that an entity will continue in existence as a going concern for a period of at least 12 months from signing of the Interim Financial Statements, which contemplates continuity of operations and the realisation of assets and settlement of liabilities occurring in the ordinary course of business.

In reaching its conclusion, the Board has considered the risks that could impact the Company's liquidity over the period from 5 November 2025 to 30 November 2026 (the "Going Concern Period"). There were no events or conditions identified beyond this period which may cast significant doubt on the Company's ability to continue as a going concern.

Going concern assessment

At 31 August 2025, the Company had no outstanding debt and held liquid assets of approximately \$77.9 million (28 February 2025: \$107.1 million), comprising cash of \$26.3 million (28 February 2025: \$25.1 million) and treasuries of \$51.7 million (28 February 2025: \$82.0 million). During the period ended 31 August 2025, the Company received approximately \$2.0 million from realisations and distributions, \$0.2 million from escrows and \$1.7 million interest from treasury bills and cash. The Company had cash outflows relating to follow-on investments and expenses of approximately \$0.9 million and returned \$30.0 million of capital to shareholders.

As at 5 November 2025, the Company holds cash and treasuries of approximately \$77 million. Potential further returns of capital in the longer term will be subject always to retaining sufficient funds to support certain existing investments to maximise their value and/or to meet its existing obligations such as operational expenses. The Company's financial obligations include \$7.3 million to Follow-on Flex Pack (through JZHL Secondary Fund LP). In addition, the Company anticipates it may require the following amounts to support certain other existing assets: approximately \$3.5 million for Esperante, \$15 million for Spruceview and \$20 million for JZI Fund III. The expected timeframe for these further investments is within a three-year period.

The Board takes account of the levels of funding obligations the Company could be called on through capital calls on existing investments, as well as the accuracy of previous forecasts to assess the predicted accuracy of forecasts presented. The Company continues to work on the realisation of various investments within a timeframe that will enable the Company to maximise the value of its investment portfolio. Due to the Company's strong liquidity, the timeframe to realise investments is not determined by the need to meet financial obligations and the Company is able to mitigate any downturn in the wider economy which might influence the ability to exit investments.

Going concern conclusion

After careful consideration and based on the assessment outlined above, the Board is satisfied, as at the date of the signing of the Interim Financial Statements, that it is appropriate to adopt the going concern basis in preparing the financial statements and it has a reasonable expectation that the Company will continue in existence as a going concern for the period ending 30 November 2026.

4. Segment Information

The Investment Manager is responsible for allocating resources available to the Company in accordance with the overall business strategies as set out in the Investment Guidelines of the Company. The Company is organised into the following segments:

  • Portfolio of US Micro-cap investments
  • Portfolio of European Micro-cap investments
  • Portfolio of Real Estate investments
  • Portfolio of Other Investments (not falling into above categories)

Investments in treasury bills are not considered as part of the investment strategy and are therefore excluded from this segmental analysis.

The investment objective of each segment is to maximise the value of the remaining portfolio.

Segmental operating (loss)/profit

For the period from 1 March 2025 to 31 August 2025

US European Real Other
Micro-cap Micro-cap Estate Investments Total
US\$ '000 US\$ '000 US\$ '000 US\$ '000 US\$ '000
Interest revenue 1,170 - - - 1,170
Total segmental interest revenue 1,170 - - - 1,170
Net (loss)/gain on investments at FVTPL (1,602) 1,982 (703) (437) (760)
Realisations from investments held in Escrow 221 - - - 221
Investment Adviser's base fee (488) (350) (262) (179) (1,279)
Total segmental operating (loss)/profit (699) 1,632 (965) (616) (648)

For the period from 1 March 2024 to 31 August 2024

US
Micro-cap
US\$ '000
European
Micro-cap
US\$ '000
Real
US\$ '000
Other
Estate Investments
US\$ '000
Total
US\$ '000
Interest revenue 1,671 - - - 1,671
Total segmental interest revenue 1,671 - - - 1,671
Net gain/(loss) on investments at FVTPL
Realisations from investments held in Escrow
Investment Adviser's base fee
2,611
658
(644)
4,848
-
(442)
(2,148)
-
(256)
(1,597)
-
(183)
3,714
658
(1,525)
Total segmental operating profit/(loss) 4,296 4,406 (2,404) (1,780) 4,518

Certain income and expenditure are not considered part of the performance of an individual segment. This includes net foreign exchange gains, interest on cash, finance costs, management fees, custodian and administration fees, directors' fees and other general expenses. The segmental allocation is consistent with that of the previous year end.

The following table provides a reconciliation between total segmental operating (loss)/profit and operating (loss)/profit:

31.8.2025
US\$ '000
31.8.2024
US\$ '000
Total segmental operating (loss)/profit (648) 4,518
Net foreign exchange gain 23 191
Bank and deposit interest 284 434
Treasury bill interest 1,148 2,105
Expenses not attributable to segments (1,085) (1,889)
Fees payable to investment adviser based on non-segmental assets (649) (802)
(Loss)/profit for the period (927) 4,557

4. Segment Information (continued)

The following table provides a reconciliation between total segmental interest revenue and Company revenue:

31.8.2025 31.8.2024
Total segmental interest revenue US\$ '000
1,170
US\$ '000
1,671
Non-segmental interest revenue
Bank and deposit interest 284 434
Treasury bill interest 1,148 2,105
Total interest revenue 2,602 4,210
Segmental Net Assets
At 31 August 2025
US European Real Other
Micro-cap Micro-cap Estate Investments Total
Segmental assets US\$ '000 US\$ '000 US\$ '000 US\$ '000 US\$ '000
Investments at FVTPL 64,200 44,351 34,700 23,177 166,428
Total segmental assets 64,200 44,351 34,700 23,177 166,428
Segmental liabilities
Payables and accrued expenses (16) (11) (8) (6) (41)
Total segmental liabilities (16) (11) (8) (6) (41)
Total segmental net assets 64,184 44,340 34,692 23,171 166,387
At 28 February 2025
US
Micro-cap
European
Micro-cap
Real Other
Estate Investments
Total
US\$ '000 US\$ '000 US\$ '000 US\$ '000 US\$ '000
Segmental assets
Investments at FVTPL 64,612 44,400 34,567 23,614 167,193
Prepaid expenses 325 182 126 83 716
Total segmental assets 64,937 44,582 34,693 23,697 167,909
Segmental liabilities
Payables and accrued expenses (10) (6) (4) (3) (23)
Total segmental liabilities (10) (6) (4) (3) (23)
Total segmental net assets 64,927 44,576 34,689 23,694 167,886

4. Segment Information (continued)

The following table provides a reconciliation between total segmental assets and total assets and total segmental liabilities and total liabilities:

31.8.2025
US\$ '000
28.2.2025
US\$ '000
Total segmental assets 166,428 167,909
Non segmental assets
Cash at bank 26,263 25,074
Treasury bills 51,665 82,017
Other receivables 55 439
Total assets 244,411 275,439
Total segmental liabilities (41) (23)
Non segmental liabilities
Other payables (632) (751)
Total liabilities (673) (774)
Total net assets 243,738 274,665

Other receivables (other than the Investment Adviser fee prepayment) are not considered to be part of individual segment assets. Certain liabilities are not considered to be part of the net assets of an individual segment. These include custodian and administration fees payable, directors' fees payable and other payables and accrued expenses.

5. Fair Value of Financial Instruments

The Company classifies fair value measurements of its financial instruments at FVTPL using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The financial instruments valued at FVTPL are analysed in a fair value hierarchy based on the following levels:

Level 1

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2

Those involving inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). The Company did not hold any investments which were classified as a Level 2 investment as at 31 August 2025 and 28 February 2025.

Level 3

Those involving inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Investments in JZCP's portfolio valued using unobservable inputs such as multiples, capitalisation rates, discount rates (see page 28) fall within Level 3.

5. Fair Value of Financial Instruments (continued)

The following table shows financial instruments recognised at fair value, analysed by the hierarchy level that the fair value is based on:

Financial assets at 31 August 2025

Level 1
US\$ '000
Level 2
US\$ '000
Level 3
US\$ '000
Total
US\$ '000
US micro-cap - - 64,200 64,200
European micro-cap - - 44,351 44,351
Real estate - - 34,700 34,700
Other investments - - 23,177 23,177
Treasury bills 51,665 - - 51,665
51,665 - 166,428 218,093
Financial assets at 28 February 2025 Level 1
US\$ '000
Level 2
US\$ '000
Level 3
US\$ '000
Total
US\$ '000
US micro-cap -
-
-
-
64,612
44,400
64,612
44,400
European micro-cap
Real estate
- - 34,567 34,567
Other investments - - 23,614 23,614
Treasury bills 82,017 - - 82,017
82,017 - 167,193 249,210

Valuation techniques

In valuing investments in accordance with IFRS, the Board follows the principles as detailed in the International Private Equity and Venture Capital Valuation ("IPEV") guidelines.

When fair values of listed equity and debt securities at the reporting date are based on quoted market prices or binding dealer price quotations (bid prices for long positions), without any deduction for transaction costs, the instruments are included within Level 1 of the hierarchy.

Investments for which there are no active markets are valued according to one of the following methods:

Real estate

JZCP owns its real estate investments through a wholly-owned subsidiary, which in turn owns interests in real estate properties. The net asset value of the subsidiary is used for the measurement of fair value. The underlying fair value of JZCP's Real Estate holdings, however, is represented by the properties themselves. The Company's Investment Adviser and Board review the fair value methods and measurement of the underlying properties on a quarterly basis. Where available, the Company will use third party appraisals on the subject property, to assist the fair value measurement of the underlying property. Third-party appraisals are prepared in accordance with the Appraisal and Valuation Standards (6th edition) issued by the Royal Institution of Chartered Surveyors. Fair value techniques used in the underlying valuations are:

  • Use of comparable market values per square foot of properties in recent transactions in the vicinity in which the property is located, and in similar condition, of the relevant property, multiplied by the property's square footage.
  • Income capitalisation approach using the property's net operating income and a capitalisation rate.

For each of the techniques third-party debt is deducted to arrive at fair value.

5. Fair Value of Financial Instruments (continued)

Valuation techniques (continued)

Real estate (continued)

The valuations obtained in relation to the real estate portfolio are dated 31 December 2024. Subsequent discussions with third-party appraisers indicate there would be no significant change in property values between 31 December 2024 and 31 August 2025. Due to the inherent uncertainties of real estate valuation, the values reflected in the financial statements may differ significantly from the values that would be determined by negotiation between parties in a sales transaction and those differences could be material.

Unquoted preferred shares, unquoted equities and equity-related securities

Unquoted equities and equity-related securities investments are classified in the Statement of Financial Position as Investments at fair value through profit or loss. These investments are typically valued by reference to their enterprise value, which is generally calculated by applying an appropriate multiple to the last twelve months' earnings before interest, tax, depreciation and amortisation ("EBITDA"). In determining the multiple, the Board considers inter alia, where practical, the multiples used in recent transactions in comparable unquoted companies, previous valuation multiples used and where appropriate, multiples of comparable publicly traded companies. In accordance with IPEVCA guidelines, a marketability discount is applied which reflects the discount that in the opinion of the Board, market participants would apply in a transaction in the investment in question. The increase of the fair value of the aggregate investment is reflected through the unquoted equity component of the investment and a decrease in the fair value is reflected across all financial instruments invested in an underlying company.

In respect of unquoted preferred shares, the Company values these investments at fair value by reference to the attributable enterprise value as the exit strategy in respect to these investments would be a one tranche disposal together with the equity component. The fair value of the investment is determined by reference to the attributable enterprise value reduced by senior debt and marketability discount.

Micro-cap loans

Investments in micro-cap debt are valued at fair value by reference to the attributable enterprise value when the Company also holds an equity position in the investee company.

When the Company invests in micro-cap loans and does not hold an equity position in the underlying investee company these loans are valued at amortised cost in accordance with IFRS 9. The carrying value at amortised cost is considered to approximate to fair value.

Other investments

Other investments at the period end comprise mainly of the Company's investment in the asset management business - Spruceview Capital Partners LLC ("Spruceview"). Spruceview is valued using a valuation model which considers a forward-looking revenue approach which the Board considers to be consistent with the valuation methods used by peer companies.

5. Fair Value of Financial Instruments (continued)

Quantitative information of significant unobservable inputs and sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy

The significant unobservable inputs used in fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity as at 31 August 2025 and 28 February 2025 are shown below:

Value
31.8.2025
Valuation Unobservable Range (weighted Sensitivity Effect o
Valu
US\$'000 Technique input average) used US\$'( 000
US micro-cap investments 64,200 EBITDA Multiple Average EBITDA
Multiple of Peers
Discount to
7.0x - 8.8x (8.3x) -0.5x/+0.5x (4,194) 3,248
Average Multiple 5% - 25% (13%) +5% /-5% (4,052) 4,740
European micro-cap investments 44,351 EBITDA Multiple Average EBITDA
Multiple of Peers
Discount to
4.3x - 12.3x (6.5x) -0.5x/+0.5x (2,697) 2,517
Average Multiple 7% - 55% (25%) +5% /-5% (1,983) 1,915
Real estate 1,2 34,700 Cap Rate/ Income
Approach
Capitalisation Rate 6.0%-6.75% (6.60%) +50bps/
-50bps
(5,673) 6,479
Other investments 3 23,056 Forward looking
Revenue
Approach
Revenue
Multiple
\$11.4 million
4.0x
-10%/+10%
-10%/+10%
(2,271)
(2,271)
2,271
2,271
Value 28.2.2025 Valuation Unobservable Range (weighted Sensitivity Effect o
Valu
US\$'000 Technique input average) used US\$' 000
US micro-cap investments 64,612 EBITDA Multiple Average EBITDA
Multiple of Peers
Discount to Average
7.0x - 9.8x (8.9x) -0.5x/+0.5x (3,451) 3,587
Multiple 5% - 25% (14.5%) +5% /-5% (3,769) 3,841
European micro-cap investments 44,400 EBITDA Multiple Average EBITDA
Multiple of Peers
Discount to Average
5.1x - 13.1 (7.6x) -0.5x/+0.5x (3,197) 3,003
Multiple -8% - 54% (34%) +5% /-5% (2,528) 2,432
Real estate 1,2 34,567 Cap Rate/ Income
Approach
Capitalisation Rate 6.0%-8.0% (7.7%) +50bps/
-50bps
(5,673) 6,479
Other investments 3 23,378 Forward looking
Revenue
Approach
Revenue
Multiple
\$11.4 million
4.0x
(2,289)
(2,289)
2,289
2,289

<sup>1The Fair Value of JZCP's investment in financial interests in Real Estate is measured as JZCP's percentage interest in the value of the underlying properties.

<sup>2Sensitivity is applied to the property value and then the debt associated to the property is deducted before the impact to JZCP's equity value is calculated. Due to gearing levels in the property structures, an increase in the sensitivity of measurement metrics at property level will result in a relatively greater impact at JZCP's equity level.

<sup>3JZCP's investment in Spruceview.

5. Fair Value of Financial Instruments (continued)

The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting period/year.

Period ended 31 August 2025 US
Micro-Cap
US\$ '000
European
Micro-Cap
US\$ '000
Real
Estate
US\$ '000
Other
Investments
US\$ '000
Total
US\$ '000
At 1 March 2025 64,612 44,400 34,567 23,614 167,193
Investments including capital calls 20 - 836 - 856
Proceeds from investments realised - (2,031) - - (2,031)
Net (loss)/gain on investments (1,602) 1,982 (703) (437) (760)
Movement in accrued interest 1,170 - - 1,170
At 31 August 2025 64,200 44,351 34,700 23,177 166,428
Year ended 28 February 2025
US European Real Other
Micro-Cap Micro-Cap Estate Investments Total
US\$ '000 US\$ '000 US\$ '000 US\$ '000 US\$ '000
At 1 March 2024 74,948 61,025 28,815 24,670 189,458
Investments including capital calls 12,253 1,379 9,347 900 23,879
Payment in kind ("PIK") 3,048 - (40.0=0) - - 3,048
Proceeds from investments realised (28,077) (16,278) - (00) - (4.0=0) (44,355)
Net gain/(loss) on investments 2,591 (1,726) (3,595) (1,956) (4,686)
Movement in accrued interest (151) (151)
At 28 February 2025 64,612 44,400 34,567 23,614 167,193

6. Net (Loss)/Profit on Investments at Fair Value Through Profit or Loss

Period ended Period ended
31.8.2025 31.8.2024
US\$ '000 US\$ '000
Loss on investments held in investment portfolio at period end
Net movement in period end unrealised positions (836) (6,499)
Unrealised net gain in prior periods now realised - 5,581
Net unrealised loss in the period (836) (918)
Net profit on investments realised in the period
Proceeds from investments realised 2,031 16,089
Cost of investments realised (1,955) (5,876)
Unrealised net gain in prior periods now realised (5,581)
Total net profit in the period on investments realised in the period 76 4,632
Net (loss)/profit on investments in the period (760) 3,714

7. Investment Income

Income for the period ended 31 August 2025

Portfolio Preferred
Interest
US\$ '000
Treasury Bill
Interest
US\$ '000
Total
US\$ '000
US micro-cap 1,170 - 1,170
Treasury bills - 1,148 1,148
1,170 1,148 2,318
Income for the period ended 31 August 2024
Preferred Treasury Bill
Portfolio Interest
US\$ '000
Interest
US\$ '000
Total
US\$ '000
US micro-cap 1,671 - 1,671
Treasury bills - 2,105 2,105
1,671 2,105 3,776

8. Fees Payable to the Investment Adviser

Investment Advisory and Performance fees

The Company entered into the amended and restated investment advisory and management agreement with Jordan/Zalaznick Advisers, Inc. (the "Investment Adviser") on 23 December 2010 (the "Advisory Agreement").

Pursuant to the Advisory Agreement, the Investment Adviser is entitled to a base management fee and to an incentive fee. The base management fee is an amount equal to 1.5 per cent per annum of the average total assets under management of the Company. The base management fee is payable quarterly in arrears; the agreement provides that payments in advance on account of the base management fee will be made.

For the six-month period ended 31 August 2025, total investment advisory and management expenses, based on the average total assets of the Company, were included in the Statement of Comprehensive Income of \$1,928,000 (period ended 31 August 2024: \$2,327,000). Of this amount, \$60,000 was due and payable to the Investment Adviser at the period end (28 February 2025: \$969,000 was prepaid to the Investment Adviser).

Waiving of Incentive Fees due to the Investment Adviser

In December 2019, following significant losses reported in the Company's real estate portfolio, the Investment Adviser agreed to waive fees payable by the Company relating to realised gains in the years ended 28 February 2019 and 29 February 2020. No further incentive fees will be paid to the Investment Adviser until the Company and Investment Adviser have mutually agreed to reinstate such payments.

Termination of the Advisory Agreement

The Advisory Agreement may be terminated by the Company or the Investment Adviser upon not less than two and one-half years' (i.e. 913 days') notice. However, in view of the Company's managed wind down, the Company and Investment Adviser have agreed that when the proposed wind down of the Company is complete or agreed to be deemed to be complete (each a "Wind Down Termination Event"), rather than the Company serving formal protective notice in order to limit its liability under the Advisory Agreement, when notice to terminate the same is given by either party upon or after the occurrence of a Wind Down Termination Event then in that event the Advisory Agreement shall terminate with immediate effect without JZCP having any liability to JZAI in regards to the lack of or inadequate notice under the Advisory Agreement.

9. Investments

Category of financial instruments
Listed
FVTPL
Unlisted
FVTPL
Carrying Value
Total
31.8.2025 31.8.2025 31.8.2025
US\$ '000 US\$ '000 US\$ '000
Book cost at 1 March 2025 81,677 264,398 346,075
Investments in period including capital calls 56,753 856 57,609
Proceeds from investments matured/realised (88,253) (2,031) (90,284)
Interest received on maturity 1,374 - 1,374
Net realised gain - 76 76
Book cost at 31 August 2025 51,551 263,299 314,850
Unrealised net investment loss - (98,416) (98,416)
Accrued interest 114 1,545 1,659
Carrying value at 31 August 2025 51,665 166,428 218,093
Category of financial instruments
Listed Unlisted Carrying Value
FVTPL FVTPL Total
28.2.2025 28.2.2025 28.2.2025
US\$ '000 US\$ '000 US\$ '000
Book cost at 1 March 2024 109,024 271,186 380,210
Investments in year including capital calls 419,736 23,879 443,615
Payment in kind ("PIK")1 - 3,048 3,048
Proceeds from investments matured/realised (451,605) (44,355) (495,960)
Interest received on maturity 4,522 - 4,522
Net realised gain - 10,640 10,640
Book cost at 28 February 2025 81,677 264,398 346,075
Unrealised net investment loss - (97,580) (97,580)
Accrued interest 340 375 715
Carrying value at 28 February 2025 82,017 167,193 249,210

1 The cost of PIK investments is deemed to be interest not received in cash but settled by the issue of further securities when that interest has been recognised in the Statement of Comprehensive Income.

Unlisted Loans

Loans to European micro-cap companies are classified and measured as Loans at amortised cost under IFRS 9 if the loan is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The repayment of the loans will occur when the underlying investee company issuing the debt redeems on ownership change or due date.

The Company has two remaining loans to European micro-cap companies: a loan to the parent company of Xacom has been written off as the company has entered into bankruptcy and a loan to Toro Finance which has been classified and valued at FVTPL. The loan to Toro Finance has been valued at \$nil (28 February 2025: \$nil) due to Toro Finance entering insolvency proceedings.

10. Other Payables

31.8.2025
US\$ '000
28.2.2025
US\$ '000
Legal fee provision 170 175
Fees payable to the Company's auditor 257 192
Other expenses 138 360
Directors' remuneration 48 47
613 774
11. Ordinary shares - Issued Capital
31.8.2025
Number of
shares
28.2.2025
Number of
shares
Balance at 1 March 67,673,293 77,477,214
Compulsory redemption of Ordinary shares (7,352,941) (9,803,921)
Total Ordinary shares in issue 60,320,352 67,673,293

The Company's Ordinary shares are redeemable at the option of the Company in accordance with the Company's Articles. The Ordinary shares are classified as equity in accordance with IAS 32 "Financial Instruments: Presentation".

On 25 July 2024, the Company effected a compulsory partial redemption of 9,803,921 Ordinary Shares, which resulted in the return of capital of an aggregate amount of approximately \$40.0 million. On 13 March 2025, the Company effected a compulsory partial redemption of 7,352,941 Ordinary Shares, which resulted in the return of capital of an aggregate amount of approximately \$30.0 million.

Following the initial return of capital in July 2024, the Board decided subsequent returns would be allocated against Share Capital and the Distributable Reserve in proportion to their opening balances.

The Company's shares trade on the London Stock Exchange.

12. Commitments

At 31 August 2025 and 28 February 2025, JZCP had the following financial commitments outstanding in relation to fund investments:

31.8.2025
US\$ '000
28.2.2025
US\$ '000
JZI Fund III GP, L.P. €5,240,137 (28.2.2025: €5,240,137) 6,134 5,450
Follow-on Flex Pack1 8,172 8,224
14,306 13,674

It is expected the above commitments will be called within the period ending 28 February 2028.

1 On 8 May 2024, the Company obtained shareholder approval to invest approximately \$20.5 million into the Secondary Fund, for an investment into a newly incorporated company that will be incorporated in a parallel structure to, ACW Flex Pack, LLC. Subsequently, the Company contributed approximately \$12.3 million of this \$20.5 million towards the Secondary Fund's Follow-On Flex Pack acquisition of The Robinette Company.

JZCP has the option to increase further commitments to Spruceview Capital Partners, LLC up to approximately \$1.5 million.

13. Related Party Transactions

JZAI is a US-based company founded by David Zalaznick and Jay Jordan, that provides advisory services to the Company in exchange for management fees, paid quarterly. Fees paid by the Company to the Investment Adviser are detailed in Note 8. JZAI and various affiliates provide services to certain JZCP portfolio companies and may receive fees for providing these services pursuant to the Advisory Agreement.

JZCP invests in European micro-cap companies through JZI Fund III, L.P. ("Fund III"). Previously, investments were made via the EuroMicrocap Fund 2010, L.P. ("EMC 2010"). Fund III and EMC 2010 are managed by an affiliate of JZAI. At 31 August 2025, JZCP's investment in Fund III was valued at \$44.4 million (28 February 2025: \$44.4 million). JZCP's investment in EMC 2010 was valued at \$nil (28 February 2025: \$nil).

JZCP has invested in Spruceview Capital Partners, LLC on a 50:50 basis with Jay Jordan and David Zalaznick (or their respective affiliates). The total amount committed and funded by JZCP to this investment at 31 August 2025, was \$36.1 million. As approved by a shareholder vote on 12 August 2020, JZCP has the ability to make up to approximately \$4.1 million in further commitments to Spruceview, above the original \$33.5 million committed. Further commitments made would be on the same 50:50 basis with Jay Jordan and David Zalaznick (or their respective affiliates). Following capital calls of \$2.6 million to date, JZCP has the option to increase further commitments to Spruceview up to approximately \$1.5 million.

JZHL Secondary Fund LP (the "Secondary Fund"), is managed by an affiliate of JZAI. At 31 August 2025, JZCP's investment in the Secondary Fund was valued at \$37.9 million (28 February 2025: \$37.7 million).

On 8 May 2024, the Company received shareholder approval to invest up to \$20.5 million into the Secondary Fund to be used, together with additional amounts invested by other investors into the Secondary Fund, to make an investment into a newly incorporated company ("Follow-on Flex Pack") that is a related company of, and incorporated in a parallel structure to, ACW Flex Pack, LLC. Subsequent to the approval, the Secondary Fund made a Follow-On Flex Pack acquisition being The Robinette Company. JZCP contributed approximately \$12.3 million towards the acquisition. There were no additional contributions made during the period.

JZCP has co-invested with Fund A, Fund A Parallel I, II and III Limited Partnerships in a number of US microcap buyouts. These Limited Partnerships are managed by an affiliate of JZAI. JZCP invested in a ratio of 82%/18% with the Fund A entities. At 31 August 2025, these co-investments, with the Fund A entities, were in the following portfolio companies: Industrial Service Solutions WC, L.P. and BSM Engenharia. Pursuant to a merger agreement, dated December 14, 2022, JZCP and all of the Fund A entities transferred their prior investments in ISS #2, LLC rateably in exchange for cash, a rollover investment (Industrial Service Solutions WC, L.P.) and contingent escrow amounts. JZCP previously co-invested with Fund A in Safety Solutions Holdings and Tierpoint which were included in the transfer to JZHL Secondary Fund LP (mentioned above).

Total Directors' remuneration for the six-month period ended 31 August 2025 was \$145,000 (31 August 2024: \$145,000).

14. Net Asset Value Per Share

The net asset value per Ordinary share of \$4.04 (28 February 2025: \$4.06) is based on the net assets at the period end of \$243,738,000 (28 February 2025: \$274,665,000) and on 60,320,352 (28 February 2025: 67,673,293) Ordinary shares, being the number of Ordinary shares in issue at the period end.

15. Basic and Diluted (Loss)/Earnings per Share

Basic (loss)/earnings per share is calculated by dividing the (loss)/earnings for the period by the weighted average number of Ordinary shares outstanding during the period.

For the period ended 31 August 2025, the weighted average number of Ordinary shares outstanding during the period was 60,799,892 (31 August 2024: 75,452,491).

The diluted (loss)/earnings per share is calculated by considering adjustments required to the earnings/(loss) and weighted average number of shares for the effects of potential dilutive Ordinary shares. There were no dilutive Ordinary shares during the period.

16. Contingent Assets

Amounts held in escrow accounts

When investments have been disposed of by the Company, proceeds may reflect contractual terms requiring that a percentage is held in an escrow account pending resolution of any indemnifiable claims that may arise. At 31 August 2025 and 28 February 2025, the Company has assessed that the likelihood of the recovery of these escrow accounts cannot be determined and has therefore disclosed the escrow accounts as a contingent asset.

As at 31 August 2025 and 28 February 2025, the Company had the following contingent assets held in escrow accounts which had not been recognised as assets of the Company:

Amount in Escrow
31.8.2025
US\$'000
28.2.2025
US\$'000
Deflecto Holdings 1,904 2,125
Industrial Services Solutions 192 192
JZHL Secondary Fund 559 619
2,655 2,936

Realisations from investments held in escrow accounts

During the period ended 31 August 2025, escrow proceeds of \$0.221 million (31 August 2024: \$0.658 million) were realised.

17. Taxation

The Company had been granted Guernsey tax exempt status in accordance with The Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).

18. Subsequent Events

These Interim Financial Statements were approved by the Board on 5 November 2025. Events subsequent to the period ended 31 August 2025 have been evaluated until this date.

In October 2025, Alianzas en Aceros an investment in JZI Fund III''s Investment Portfolio was placed into insolvency. At 31 August 2025 the Company's investment in Alianzas en Aceros was valued at \$373,000 and will subsequently be valued at \$nil pending completion of the insolvency process.

Company Advisers

The Investment Adviser to JZ Capital Partners Limited ("JZCP") is Jordan/Zalaznick Advisers, Inc., ("JZAI") a company beneficially owned by John (Jay) W Jordan II and David W Zalaznick. The company offers investment advice to the Board of JZCP. JZAI has offices in New York and Chicago.

Jordan/Zalaznick Advisers, Inc. UK Solicitor

70 E.55th Street, Ashurst LLP

Registered Office

PO Box 255 US Lawyers St Peter Port Charlotte, NC 28202 Guernsey GY1 3QL

JZ Capital Partners Limited is registered in Guernsey 35 West Wacker Drive Number 48761 Chicago IL 60601-9703

Administrator, Registrar and Secretary Guernsey Lawyer

Northern Trust International Fund Administration Mourant Ozannes (Guernsey) LLP Services (Guernsey) Limited Royal Chambers PO Box 255 St Julian's Avenue Trafalgar Court St Peter Port Les Banques Guernsey GY1 4HP St Peter Port Guernsey GY1 3QL Financial Adviser and Broker

UK Transfer and Paying Agent 25 Bank Street

Equiniti Limited London E14 5JP Aspect House Spencer Road Lancing West Sussex BN99 6DA

US Bankers

HSBC Bank USA NA 452 Fifth Avenue New York NY 10018 (Also provides custodian services to JZ Capital Partners Limited under the terms of a Custody Agreement).

City National Bank 100 SE 2nd Street, 13th Floor Miami, FL 33131

Guernsey Banker

Northern Trust (Guernsey) Limited PO Box 71 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3DA

Investment Adviser Independent Auditor

Ernst & Young LLP PO Box 9 Royal Chambers St Julian's Avenue St Peter Port Guernsey GY1 4AF

15th Floor London Fruit & Wool Exchange New York NY 10022 1 Duval Square London E1 6PW

Trafalgar Court Monge Law Firm, PLLC Les Banques 435 South Tyron Street, Suite 711

Winston & Strawn LLP

J.P. Morgan Securities plc

Useful Information for Shareholders

Listing

JZCP Ordinary shares are listed on the Official List of the Financial Conduct Authority ("FCA"), and are admitted to trading on the London Stock Exchange.

The price of the Ordinary shares is shown in the Financial Times under "Conventional Private Equity" and can also be found at https://markets.ft.com.

ISIN/SEDOL numbers

Ticker Symbol ISIN Code Sedol Number
Ordinary shares JZCP GG00BPNZ7G17 BPNZ7G1

Key Information Document

JZCP produces Key Information Document to assist investors' understanding of the Company's securities and to enable comparison with other investment products. The document is found on the Company's website www.jzcp.com/investor-relations/key-information-documents.

On 19 September 2024, HM Treasury and the FCA published statements on reforms to retail disclosure requirements and related FCA forbearance on investment trust disclosure requirements. The Company will continue to monitor these reforms which are expected to impact the information provided within the Key Information Document.

Alternative Performance Measures

In accordance with European Securities and Markets Authority ("ESMA") Guidelines on Alternative Performance Measures ("APMs"), the Board has considered what APMs are included in the Interim Report and Financial Statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included in the Interim Report and Financial Statements, which are unaudited and outside the scope of IFRS, are deemed to be as follows:

Total NAV Return

The Total NAV Return measures how the net asset value ("NAV") per share has performed over a period of time, taking into account both capital returns and dividends paid to shareholders. JZCP quotes NAV total return as a percentage change from the start of the period (one year) and also three-month, three-year, fiveyear and seven-year periods. It assumes that dividends paid to shareholders are reinvested back into the Company therefore future NAV gains are not diminished by the paying of dividends. JZCP also produces an adjusted Total NAV Return which excludes the effect of the appreciation/dilution per share caused by the buy back/issue of shares at a discount to NAV, the result of the adjusted Total NAV return is to provide a measurement of how the Company's Investment portfolio contributed to NAV growth adjusted for the Company's expenses and finance costs. The Total NAV Return for the six-month period ended 31 August 2025 was -0.5%, which only reflects the change in NAV as no dividends were paid during the period. The Total NAV Return for the year ended 28 February 2025 was -0.5%.

Total Shareholder Return (Ordinary shares)

A measure showing how the share price has performed over a period of time, taking into account both capital returns and dividends paid to shareholders. JZCP quotes shareholder price total return as a percentage change from the start of the period (one year) and also three-month, three-year, five-year and seven-year periods. It assumes that returns of capital and dividends paid to shareholders are reinvested in the shares at the time the shares are quoted ex-dividend. The Shareholder Return for the six-month period ended 31 August 2025, in Sterling terms, was -7.7%, which reflects the change in share price and the return of capital to shareholders at the prevailing NAV per share. The Shareholder Return for the year ended 28 February 2025 was 10.6%.

NAV to market price discount

The NAV per share is the value of all the company's assets, less any liabilities it has, divided by the number of shares. However, because JZCP shares are traded on the London Stock Exchange's Specialist Fund Segment, the share price may be higher or lower than the NAV. The difference is known as a discount or premium. JZCP's discount is calculated by expressing the difference between the period end dollar equivalent share price and the period end NAV per share as a percentage of the NAV per share.

At 31 August 2025, JZCP's Ordinary shares traded at £1.92 (28 February 2025: £2.20) or \$2.59 (28 February 2025: \$2.77) being the dollar equivalent using the period end exchange rate of £1:\$1.35 (28 February 2025 £1: \$1.26). The shares traded at a 35.9% (28 February 2025: 31.8%) discount to the NAV per share of \$4.04 (28 February 2025: \$4.06).

Criminal Facilitation of Tax Evasion

The Board has approved a policy of zero tolerance towards the criminal facilitation of tax evasion, in compliance with the Criminal Finances Act 2017.

Non-Mainstream Pooled Investments

From 1 January 2014, the FCA rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes came into effect. JZCP's Ordinary shares qualify as an 'excluded security' under these rules and will therefore be excluded from the FCA's restrictions which apply to non-mainstream investment products. Therefore, Ordinary shares issued by JZ Capital Partners can continue to be recommended by financial advisers as an investment for UK retail investors.

Internet Address

The Company: www.jzcp.com

Financial Diary

Results for the year ended 28 February 2026 May/June 2026 (date to be confirmed) Annual General Meeting September 2026 (date to be confirmed) Interim report for the six months ended 31 August 2026 November 2026 (date to be confirmed)

Payments and issue of share certificates following a Redemption of Ordinary Shares

In the event of a redemption of Ordinary Shares, payments of redemption monies are expected to be effected either through CREST (in the case of Ordinary Shares held in uncertificated form) or by cheque (in the case of Ordinary Shares held in certificated form). Shareholders who hold their Ordinary Shares in certificated form will be paid their Redemption proceeds in US dollars within 10 Business Days of the relevant redemption Date, or as soon as practicable thereafter. The payment will be sent by cheque to the first-named shareholder on the register of members at their registered address. Each Shareholder who holds Ordinary Shares in uncertificated form (that is, in CREST) should ensure that an active US dollar Cash Memorandum Account is in place in CREST by no later than the redemption record date. In the absence of a US dollar Cash Memorandum Account, the payment of the redemption proceeds will not settle, resulting in a delay and the need for settlement of the redemption proceeds to take place outside of CREST.

In the case of Shareholders who hold their Ordinary Shares in certificated form, redemptions will take effect automatically on each redemption Date and the register of members will be updated to reflect the redemption. Certificated Shareholders do not need to return their share certificates to the Company in order to claim their redemption proceeds. Shareholders' existing share certificates for the Ordinary Shares subject to the Redemption will be cancelled and new certificates will be issued for the balance of their holding of Ordinary Shares after each Redemption Date. New share certificates will be dispatched following the completion of a Redemption by 1st class post.

For Shareholders who hold their Ordinary Shares in uncertificated form, redemptions will take effect automatically on each redemption Date and the compulsorily redeemed Ordinary Shares will be cancelled. All Ordinary Shares in issue will be disabled in CREST on the Redemption Record Date and the existing ISIN applicable to such Ordinary Shares will expire. A new ISIN in respect of the remaining issued Ordinary Shares will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Record Date.

Shareholders who have any queries in relation to their shareholding or the settlement procedures described above should contact Equiniti Limited on 0371 384 2265, if calling from within the United Kingdom, or on +44 371 384 2265, if calling from outside the United Kingdom. Calls to this number from outside the United Kingdom will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Please note that Equiniti Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Share Dealing

Investors wishing to buy or sell shares in the Company may do so through a stockbroker. Most banks also offer this service.

Share Register Enquiries

The Company's UK Transfer and Paying Agent, Equiniti Limited, maintains the share registers. In event of queries regarding your holding, please contact Equiniti Limited on +44 (0)371-384-2265, calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, If calling from outside of the UK, please ensure the country code is used or access their website at www.equiniti.com. Changes of name or address must be notified in writing to the Transfer and Paying Agent.

Foreign Account Tax Compliance Act

The Company is registered (with a Global Intermediary Identification Number CAVBUD.999999.SL.831) under The Foreign Account Tax Compliance Act ("FATCA").

Nominee Share Code

Where notification has been provided in advance, the Company will arrange for copies of shareholder communications to be provided to the operators of nominee accounts. Nominee investors may attend general meetings and speak at meetings when invited to do so by the Chairman.

Documents Available for Inspection

The following documents will be available at the registered office of the Company during usual business hours on any weekday until the date of the Annual General Meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting:

  • (a) the Register of Directors' Interests in the stated capital of the Company;
  • (b) the Articles of Incorporation of the Company; and
  • (c) the terms of appointment of the Directors.

Warning to Shareholders – Boiler Room Scams

In recent years, many companies have become aware that their shareholders have been targeted by unauthorised overseas-based brokers selling what turn out to be non-existent or high risk shares, or expressing a wish to buy their shares. If you are offered, for example, unsolicited investment advice, discounted JZCP shares or a premium price for the JZCP shares you own, you should take these steps before handing over any money:

  • Make sure you get the correct name of the person or organisation
  • Check that they are properly authorised by the FCA before getting involved by visiting http://www.fca.org.uk/firms/systems-reporting/register
  • Report the matter to the FCA by calling 0800 111 6768
  • If the calls persist, hang up
  • More detailed information on this can be found on the Money Advice Service website www.moneyadviceservice.org.uk

US Investors

General

The Company's Articles contain provisions allowing the Directors to decline to register a person as a holder of any class of ordinary shares or other securities of the Company or to require the transfer of those securities (including by way of a disposal effected by the Company itself) if they believe that the person:

  • (a) is a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended) and not a "qualified purchaser" (as defined in the US Investment Company Act of 1940, as amended, and the related rules thereunder);
  • (b) is a "Benefit Plan Investor" (as described under "Prohibition on Benefit Plan Investors and Restrictions on Non-ERISA Plans" below); or
  • (c) is, or is related to, a citizen or resident of the United States, a US partnership, a US corporation or a certain type of estate or trust and that ownership of any class of ordinary shares or any other equity securities of the Company by the person would materially increase the risk that the Company could be or become a "controlled foreign corporation" (as described under "US Tax Matters" on pages 40 and 41).

In addition, the Directors may require any holder of any class of ordinary shares or other securities of the Company to show to their satisfaction whether or not the holder is a person described in paragraphs (a), (b) or (c) above.

US Securities Laws

The Company (a) is not subject to the reporting requirements of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), and does not intend to become subject to such reporting requirements and (b) is not registered as an investment company under the US Investment Company Act of 1940, as amended (the "1940 Act"), and investors in the Company are not entitled to the protections provided by the 1940 Act.

Prohibition on Benefit Plan Investors and Restrictions on Non-ERISA Plans

Investment in the Company by "Benefit Plan Investors" is prohibited so that the assets of the Company will not be deemed to constitute "plan assets" of a "Benefit Plan Investor". The term "Benefit Plan Investor" shall have the meaning contained in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and includes (a) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA; (b) a "plan" described in Section 4975(e)(1) of the US Internal Revenue Code of 1986, as amended (the "Code"), that is subject to Section 4975 of the Code; and (c) an entity whose underlying assets include "plan assets" by reason of an employee benefit plan's or a plan's investment in such entity. For purposes of the foregoing, a "Benefit Plan Investor" does not include a governmental plan (as defined in Section 3(32) of ERISA), a non-US plan (as defined in Section 4(b)(4) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) that has not been elected to be subject to ERISA.

Each purchaser and subsequent transferee of any class of ordinary shares (or any other class of equity interest in the Company) will be required to represent, warrant and covenant, or will be deemed to have represented, warranted and covenanted, that it is not, and is not acting on behalf of or with the assets of, a Benefit Plan Investor to acquire such ordinary shares (or any other class of equity interest in the Company).

Under the Articles, the directors have the power to require the sale or transfer of the Company's securities in order to avoid the assets of the Company being treated as "plan assets" for the purposes of ERISA.

The fiduciary provisions of laws applicable to governmental plans, non-US plans or other employee benefit plans or retirement arrangements that are not subject to ERISA (collectively, "Non-ERISA Plans") may impose limitations on investment in the Company. Fiduciaries of Non-ERISA Plans, in consultation with their advisers, should consider, to the extent applicable, the impact of such fiduciary rules and regulations on an investment in the Company.

Among other considerations, the fiduciary of a Non-ERISA Plan should take into account the composition of the Non-ERISA Plan's portfolio with respect to diversification; the cash flow needs of the Non-ERISA Plan and the effects thereon of the illiquidity of the investment; the economic terms of the Non-ERISA Plan's investment in the Company; the Non-ERISA Plan's funding objectives; the tax effects of the investment and the tax and other risks associated with the investment; the fact that the investors in the Company are expected to consist of a diverse group of investors (including taxable, tax-exempt, domestic and foreign entities) and the fact that the management of the Company will not take the particular objectives of any investors or class of investors into account.

Non-ERISA Plan fiduciaries should also take into account the fact that, while the Company's board of directors and its investment adviser will have certain general fiduciary duties to the Company, the board and the investment adviser will not have any direct fiduciary relationship with or duty to any investor, either with respect to its investment in Shares or with respect to the management and investment of the assets of the Company. Similarly, it is intended that the assets of the Company will not be considered plan assets of any Non-ERISA Plan or be subject to any fiduciary or investment restrictions that may exist under laws specifically applicable to such Non-ERISA Plans. Each Non-ERISA Plan will be required to acknowledge and agree in connection with its investment in any securities to the foregoing status of the Company, the board and the investment adviser that there is no rule, regulation or requirement applicable to such investor that is inconsistent with the foregoing description of the Company, the board and the investment adviser.

Each purchaser or transferee that is a Non-ERISA Plan will be deemed to have represented, warranted and covenanted as follows:

(a) The Non-ERISA Plan is not a Benefit Plan Investor;

Prohibition on Benefit Plan Investors and Restrictions on Non-ERISA Plans (continued)

  • (b) The decision to commit assets of the Non-ERISA Plan for investment in the Company was made by fiduciaries independent of the Company, the Board, the Investment adviser and any of their respective agents, representatives or affiliates, which fiduciaries (i) are duly authorized to make such investment decision and have not relied on any advice or recommendations of the Company, the Board, the Investment adviser or any of their respective agents, representatives or affiliates and (ii) in consultation with their advisers, have carefully considered the impact of any applicable federal, state or local law on an investment in the Company;
  • (c) The Non-ERISA Plan's investment in the Company will not result in a non-exempt violation of any applicable federal, state or local law;
  • (d) None of the Company, the Board, the Investment adviser or any of their respective agents, representatives or affiliates has exercised any discretionary authority or control with respect to the Non-ERISA Plan's investment in the Company, nor has the Company, the Board, the Investment adviser or any of their respective agents, representatives or affiliates rendered individualized investment advice to the Non-ERISA Plan based upon the Non-ERISA Plan's investment policies or strategies, overall portfolio composition or diversification with respect to its commitment to invest in the Company and the investment program thereunder; and
  • (e) It acknowledges and agrees that it is intended that the Company will not hold plan assets of the Non-ERISA Plan and that none of the Company, the Board, the Investment adviser or any of their respective agents, representatives or affiliates will be acting as a fiduciary to the Non-ERISA Plan under any applicable federal, state or local law governing the Non-ERISA Plan, with respect to either (i) the Non-ERISA Plan's purchase or retention of its investment in the Company or (ii) the management or operation of the business or assets of the Company. It also confirms that there is no rule, regulation, or requirement applicable to such purchaser or transferee that is inconsistent with the foregoing description of the Company, the Board and the Investment adviser.

US Tax Matters

This discussion does not constitute tax advice and is not intended to be a substitute for tax advice and planning. Prospective holders of the Company's securities must consult their own tax advisers concerning the US federal, state and local income tax and estate tax consequences in their particular situations of the acquisition, ownership and disposition of any of the Company's securities, as well as any consequences under the laws of any other taxing jurisdiction.

The Board may decline to register a person as, or to require such person to cease to be, a holder of any class of ordinary shares or other equity securities of the Company because of, among other reasons, certain US ownership and transfer restrictions that relate to "controlled foreign corporations" contained in the Articles of the Company. A Shareholder of the Company may be subject to forced sale provisions contained in the Articles in which case such shareholder could be forced to dispose of its securities if the Company's directors believe that such shareholder is, or is related to, a citizen or resident of the United States, a US partnership, a US corporation or a certain type of estate or trust and that ownership of any class of ordinary shares or any other equity securities of the Company by such shareholder would materially increase the risk that the Company could be or become a "controlled foreign corporation" within the meaning of the Code (a "CFC"). Shareholders of the Company may also be restricted by such provisions with respect to the persons to whom they are permitted to transfer their securities.

In general, a foreign corporation is treated as a CFC if, on any date of its taxable year, its "10% US Shareholders" collectively own (directly, indirectly or constructively within the meaning of Section 958 of the Code) more than 50% of the total combined voting power or total value of the corporation's stock. For this purpose, a "10% US Shareholder" means any US person who owns (directly, indirectly or constructively within the meaning of Section 958 of the Code) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation. The Tax Cuts and Jobs Act (the "Tax Act") eliminated the prohibition on "downward attribution" from non-US persons to US persons under Section 958(b)(4) of the Code for purposes of determining constructive stock ownership under the CFC rules. As a result, the Company's US subsidiary will be deemed to own all of the stock of the Company's non-US subsidiaries held by the Company for purposes of determining such foreign subsidiaries' CFC status.

US Tax Matters (continued)

The legislative history under the Tax Act indicates that this change was not intended to cause the Company's non-US subsidiaries to be treated as CFCs with respect to a 10% US Shareholder that is not related to the Company's US subsidiary. However, the IRS has not yet issued any guidance confirming this intent and it is not clear whether the IRS or a court would interpret the change made by the Tax Act in a manner consistent with such indicated intent. The Company's treatment as a CFC as well as its foreign subsidiaries' treatment as CFCs could have adverse tax consequences for 10% US Shareholders.

The Company has been advised that it qualified as a "passive foreign investment company" ("PFIC") for the fiscal year ended 29 February 2024. The Company's treatment as a PFIC is likely to have adverse tax consequences for US taxpayers. An analysis for the financial year ended 28 February 2025 will be undertaken this year. An investment in a PFIC will cause US taxpayers to be subject to special tax rules. In general, an entity formed under the laws of a non-US jurisdiction that is classified as a corporation for US federal income tax purposes will be classified as a PFIC if seventy-five percent (75%) or more of its gross income for the taxable year is from passive sources (generally defined to include interest, dividends, rents, royalties and gains from the disposition of passive assets) or fifty percent (50%) or more of the average value of the entity's assets on the last day of each fiscal quarter during a year consist of assets that generate passive income. There are no minimum stock ownership requirements for application of the PFIC rules. Once a corporation is a PFIC with respect to a shareholder, it is generally always treated as a PFIC unless a purging election is made, irrespective of whether the entity ceases to meet the definitional requirements for PFIC classification. Under the PFIC rules, gain attributable to a disposition of the stock of a PFIC, as well as income attributable to certain "excess distributions" with respect to that PFIC stock, is allocated ratably over the shareholder's holding period for the stock. The portion of such gain and excess distribution allocated under such rules to such prior years are subject to tax as ordinary income at the highest rate applicable to such income during each such year during such holding period, and is subject to an interest-like charge on the tax liability attributable to income that is treated as allocated to prior years as if such liability had actually been due in each such prior year.

An investor in a PFIC may generally elect to treat that entity as a qualified electing fund ("QEF") by filing IRS Form 8621. If a QEF election is made with respect to the Company, U.S. holders would generally be required to take into account currently their pro rata share of certain earnings and net capital gain from the Company, in general, without regard to whether the Company makes an actual cash distribution, but would generally not be subject to the tax regime discussed above. The Company shall make available to each investor the PFIC Annual Information Statement with its other tax reporting information for the taxable year upon request. Such statement shall include sufficient information to enable the shareholder to calculate its pro rata share of the PFIC's ordinary earnings and net capital gain for the tax year.

U.S. investors can obtain the Company's PFIC statement for the year ended 29 February 2024 from the Company's website http://jzcp.com/investor-relations. Investors will need to calculate its pro rata share of the PFIC's ordinary earnings and net capital gain for the tax year. An analysis for the financial year ended 28 February 2025 is being undertaken.

The taxation of a US taxpayer's investment in the Company's securities is highly complex. Prospective holders of the Company's securities must consult their own tax advisers concerning the US federal, state and local income tax and estate tax consequences in their particular situations of the acquisition, ownership and disposition of any of the Company's securities, as well as any consequences under the laws of any other taxing jurisdiction.

Investment Adviser's ADV Form

Shareholders and state securities authorities wishing to view the Investment Adviser's ADV form can do so by following the link below:

https://adviserinfo.sec.gov/firm/summary/160932

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