ACCOUNTS - Final Accounts

Registered number: 11188269

SOUTH PASS UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

SOUTH PASS UK LIMITED

CONTENTS

	Page
Balance Sheet	1
Notes to the Financial Statements	2 - 6

SOUTH PASS UK LIMITED

REGISTERED NUMBER: 11188269

BALANCE SHEET

AS AT 30 SEPTEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	4		160,268		160,268
			160,268		160,268
Current assets
Debtors: amounts falling due within one year	5	2,260,225		2,176,764
		2,260,225		2,176,764
Creditors: amounts falling due within one year	6	(6,804,023)		(6,721,785)
Net current liabilities			(4,543,798)		(4,545,021)

Net liabilities			(4,383,530)		(4,384,753)

Capital and reserves
Called up share capital	25,100	25,100
Profit and loss account	(4,408,630)	(4,409,853)
	(4,383,530)	(4,384,753)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2026.

D Farshchi-Heidari

Director

The notes on pages 2 to 6 form part of these financial statements.

Page 1

SOUTH PASS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

1.	General information

The company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The directors have prepared the accounts on a going concern basis. The directors note the net liability position of the company and have reviewed likely future developments. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of the approval of these accounts. This basis is considered appropriate as the ultimate parent company has confirmed that it will provide the support to enable the company to meet their forecast liabilities as they fall due.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 2

SOUTH PASS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 3

SOUTH PASS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Employees

The average monthly number of employees, including directors, during the year was 5 (2024 - 5).

Page 4

SOUTH PASS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 October 2024	160,268
	At 30 September 2025	160,268

Page 5

SOUTH PASS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	2,260,225	2,069,118
Corporation tax receivable	-	107,646
	2,260,225	2,176,764

An impairment against amounts owed by group undertakings of £3,865,660 was made in the prior year. No impairment was recognised in the current year.

6.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Other creditors	6,799,967	6,718,207
Accruals and deferred income	4,056	3,578
	6,804,023	6,721,785

7.	Controlling party

The smallest group for which consolidated financial statements are prepared which include the results of this company is that governed by Terradace Holdings Limited, and its registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW.

8.	Auditors' information

The auditors' report on the financial statements for the year ended 30 September 2025 was unqualified.

The audit report was signed on 22 May 2026 by Matthew Jeffery BSc ACA (Senior Statutory Auditor) on behalf of Old Mill Audit Limited.

Page 6