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

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

PASaPAS UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Crossways, London Road, Sunninghill, Berkshire, SL5 0PY.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Break‑up basis of preparationtrue

As set out below, the directors have concluded that the financial statements should be prepared on a break‑up (non‑going‑concern) basis.

Decision to transfer the business

On 28 November 2025, the Talan Group Advisory Board formally approved the decision to transfer the operations of the company into Talan UK & Ireland Ltd as part of a wider consolidation of the Group’s UK legal entities. Following this decision, the company is expected to cease trading once all client, supplier and operational activities have been successfully transferred. Subject to the completion of contract novations, the directors currently expect the company to cease trading during Q2 2026.

A detailed transition plan is in place. All employees transferred to Talan UK & Ireland Ltd under TUPE on 1 January 2026. The novation of client and supplier contracts commenced in February 2026, with the objective of completing all novations by the end of Q2 2026. Once all activities have been transferred, the company is expected to become dormant in Q3 2026, after which an application for strike‑off will be made.

Impact on assets, liabilities and provisions

The directors have assessed the implications of the transfer under FRS 102 and concluded the following:

•     No impairment of assets is expected as a result of the transfer or planned closure.

•     There are no onerous contracts, and all customer and supplier contracts are intended to be novated to Talan UK & Ireland Ltd.

•     No provisions are required for closure costs, contract termination, redundancy or other obligations.

•     All liabilities are expected to be settled by the company prior to the transfer, as confirmed by Group management.

•     No consideration is being paid for the transfer of the business or assets.

Support from the Group

Until the transfer is complete and the company ceases trading, the company will remain active and open solely for the purpose of transferring its affairs to Talan UK & Ireland Ltd. During this period, the company will be financially supported by other Group companies, ensuring that it can meet its obligations, if any, as they fall due. While the Group has indicated its intention to provide support if ever required, no formal support letter has been provided.

Basis of preparation

Given the formal decision to transfer the business and the expected cessation of trade in 2026, the directors consider that the company will not continue in its current form for the foreseeable future. As a result, the financial statements have been prepared on a break‑up (non‑going‑concern) basis. Under this basis, assets and liabilities have been measured in accordance with the requirements of FRS 102 for entities that are not expected to continue as a going concern.

Turnover

Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, net of VAT.

The company generates revenue from the following key service streams:

•     On‑demand services

•     SAP maintenance

•     Hosting and managed services

•     SAP licences

•     SAP subscriptions

General revenue‑recognition principles

Where services are provided over a period of time and it is possible to reliably estimate the costs to complete or determine the proportion of costs of work performed at the reporting date, revenue is recognised based on the stage of completion, to the extent that the costs incurred are expected to be recoverable.

Where a service spans a fixed contractual period and the pattern of service delivery is evenly spread, revenue is recognised on a straight‑line basis over the term of the customer contract.

Occasionally, where services are unlimited in nature, have no defined service period, and where costs to year‑end and costs to complete cannot be reliably determined—making the stage of completion impossible to measure—revenue is recognised as the service is delivered, which is treated as the point at which risks and rewards transfer to the customer.

Turnover amounts relating to future periods are deferred, where relevant to the specific revenue stream.

Revenue by service stream

On‑demand services

Revenue is recognised as the services are delivered. Where the service is provided over a fixed period, revenue is recognised on a straight‑line basis over that period.

SAP maintenance

Revenue is recognised on a straight‑line basis over the term of the maintenance contract, with amounts relating to future periods deferred where appropriate.

Hosting and managed services

Revenue is recognised as the services are delivered. Where the service is provided over a fixed period, revenue is recognised on a straight‑line basis over that period.

SAP licences

Revenue is recognised in full in the period in which the licence is delivered to the customer for licences with no defined service period. Where the licence relates to a fixed service period, revenue is recognised on a straight‑line basis over that period.

SAP subscriptions

Revenue is recognised on a straight‑line basis over the term of the subscription contract.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price, less any impairment.

Financial assets are assessed for indicators of impairment at each reporting end date.

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

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

Basic financial liabilities, including creditors, are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Liabilities payable in over one year, including group loans, are measured at amortised cost using the effective interest rate method.

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

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

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

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

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter

In forming our opinion on the financial statements, which remains unqualified, we have considered the adequacy of the disclosures in note 1.2 relating to the company’s ability to continue as a going concern and the post‑balance‑sheet event.

The directors have stated that the company is expected to close voluntarily during 2026.

Until that time, the company is expected to remain active and open while its affairs are transferred to another group company. The Group has indicated that it would provide financial support if required. However, no formal letter of support is in place. Accordingly, the financial statements have been prepared on a non‑going‑concern basis. Further information is provided in note 1.2.

Our opinion is not modified in respect of this matter.

The company has taken advantage of the exemption available under FRS 102 paragraph 33.1A, which permits qualifying group undertakings not to disclose transactions with other members of the group.

The immediate parent company is PASàPAS-KPF, a company registered in Paris, France under number 494 752 470.

The ultimate parent undertaking and controlling party is Talan Holding, a company registered in Paris, under number 887 633 733.

Talan Holding is the parent undertaking of the smallest and largest group to consolidate these financial statements.

Reclassification of Wages

Wages of £476,864, Employer NI of £42,978, and Employer Pension contributions of £7,595 have been reclassified to correct the prior year’s misclassification from administrative expenses to direct costs in line with their underlying nature.