REGISTERED NUMBER: 10261635 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

PASSAGEWAYS (UK) LTD

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

to

5

DIRECTORS:

Mr T R Taylor

Mr J Brownlee

REGISTERED OFFICE:

First Floor North

40 Oxford Road

High Wycombe

Buckinghamshire

HP11 2EE

REGISTERED NUMBER:

10261635 (England and Wales)

AUDITORS:

Seymour Taylor Limited, Statutory Auditor

First Floor North

40 Oxford Road

High Wycombe

Buckinghamshire

HP11 2EE

FIXED ASSETS

Investments

4

1

1

CURRENT ASSETS

Debtors

5

877,504

1,126,100

Cash at bank

951,327

372,509

1,828,831

1,498,609

CREDITORS

Amounts falling due within one year

6

2,631,385

2,292,617

NET CURRENT LIABILITIES

(802,554

)

(794,008

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(802,553

)

(794,007

)

CAPITAL AND RESERVES

Called up share capital

7

1

1

Retained earnings

(802,554

)

(794,008

)

SHAREHOLDERS' FUNDS

(802,553

)

(794,007

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 June 2026 and were signed on its behalf by:

Mr J Brownlee - Director

1.	STATUTORY INFORMATION

Passageways (UK) Limited is a private company limited by shares and incorporated in England and Wales. The address of the company's registered office is First Floor North, 40 Oxford Road, High Wycombe, Buckinghamshire, HP11 2EE. The registered number is 10261635.

The presentation currency of these financial statements is Sterling (£), being the currency of the primary economic market in which the entity operates (its functional currency). All amounts in these financial statements have been rounded to the nearest pound unless stated otherwise.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

Although at the statement of financial position date the company had net current liabilities amounting to £802,554 (2024: £794,008) and net liabilities of £802,553 (2024: £794,007), the company is able to rely on the support of its ultimate parent company in relation to ongoing financing. In addition, the company's income levels have consistently increased since the statement of financial position date and profitability has increased.

Based on information available at the date of approval, including the agreed funding support by the ultimate parent company which it has confirmed is ongoing, the Director believes that the company continues to be a going concern and the financial statements are prepared on this basis.

Preparation of consolidated financial statements

The financial statements contain information about Passageways (UK) Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any subsequent impairments.

Financial instruments

The company has applied the provisions of Section 11 "Basic Financial Instruments" and Section 12 "Other Financial Instrument Issues" of FRS 102 to its financial statements.

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the statement of financial position. Finance costs and gains or losses relating to financial liabilities are included in the income statement. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2024 - 13 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

1

NET BOOK VALUE

At 31 December 2025

1

At 31 December 2024

1

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

338,857

588,622

Amounts owed by group undertakings

257,833

257,833

Other debtors

280,814

279,645

877,504

1,126,100

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

38,231

51,684

Amounts owed to group undertakings

1,178,065

901,073

Taxation and social security

700

21,056

Other creditors

1,414,389

1,318,804

2,631,385

2,292,617

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary shares

£1

1

1

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Joanne Kingsnorth (Senior Statutory Auditor)

for and on behalf of Seymour Taylor Limited, Statutory Auditor

9.	ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company and controlling party is Passageways Inc., a company incorporated in the United States of America. Group accounts that include Passageways (UK) Limited can be obtained from 333 N Alabama St, Suite 300, Indianapolis, IN 46204.