Company No: 08044570 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	A. Elgar
	T. Elgar

REGISTERED OFFICE	The Scalpel
	18th Floor
	52 Lime Street
	London
	EC3M 7AF
	United Kingdom

COMPANY NUMBER

08044570 (England and Wales)

ACCOUNTANT	Shaw Gibbs Limited
	264 Banbury Road
	Oxford
	OX2 7DY
	United Kingdom

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	4	1,991,268		1,885,794
Tangible assets	5	21,343		18,830
		2,012,611		1,904,624
Current assets
Stocks		8,016		22,130
Debtors	6	709,401		1,068,673
Cash at bank and in hand	7	283,445		105,611
		1,000,862		1,196,414
Creditors: amounts falling due within one year	8	( 2,920,236)		( 2,350,634)
Net current liabilities		(1,919,374)		(1,154,220)
Total assets less current liabilities		93,237		750,404
Creditors: amounts falling due after more than one year	9	( 8,079,254)		( 8,150,041)
Net liabilities		( 7,986,017)		( 7,399,637)
Capital and reserves
Called-up share capital	10	14,222		12,872
Share premium account		207,094		201,840
Other reserves		1,231		1,231
Profit and loss account		( 8,208,564 )		( 7,615,580 )
Total shareholders' deficit		( 7,986,017)		( 7,399,637)

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Passle Limited (registered number: 08044570) were approved and authorised for issue by the Board of Directors on 27 July 2026. They were signed on its behalf by:

A. Elgar Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Passle Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Taxation

Current tax
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 balance sheet date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

0 - 3 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

0 - 25 % reducing balance

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	30		29

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is three years. If the options remain unexercised after a period of five years from the date of grant the options expire. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	2,552,370	0		2,525,198	0
Granted during the period	75,000	0.1028		52,172	0.0497
Forfeited during the period	( 36,250)	0		( 25,000)	0
Exercised during the period	( 1,349,190)	0.0049		0	0
Outstanding at the end of the period	1,241,930	0		2,552,370	0
Exercisable at the end of the period	1,076,951	0		2,319,984	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The options outstanding at 31 December 2025 had an exercise price ranging from £0.001 to £0.11, and a remaining contractual life of 11 years.

4. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2025	6,141,642		6,141,642
Additions	1,300,000		1,300,000
At 31 December 2025	7,441,642		7,441,642
Accumulated amortisation
At 01 January 2025	4,255,848		4,255,848
Charge for the financial year	1,194,526		1,194,526
At 31 December 2025	5,450,374		5,450,374
Net book value
At 31 December 2025	1,991,268		1,991,268
At 31 December 2024	1,885,794		1,885,794

5. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2025	44,210		44,210
Additions	10,367		10,367
Disposals	( 6,333)		( 6,333)
At 31 December 2025	48,244		48,244
Accumulated depreciation
At 01 January 2025	25,380		25,380
Charge for the financial year	5,718		5,718
Disposals	( 4,197)		( 4,197)
At 31 December 2025	26,901		26,901
Net book value
At 31 December 2025	21,343		21,343
At 31 December 2024	18,830		18,830

6. Debtors

	2025		2024
	£		£
Trade debtors	530,025		880,552
Corporation tax	0		23,716
Other debtors	179,376		164,405
	709,401		1,068,673

7. Cash and cash equivalents

	2025		2024
	£		£
Cash at bank and in hand	283,445		105,611

8. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans (secured)	800,000		0
Trade creditors	44,524		88,477
Amounts owed to directors	132,000		104,500
Other taxation and social security	275,621		460,302
Other creditors	1,668,091		1,697,355
	2,920,236		2,350,634

Santander UK Plc holds a fixed and floating charge over the assets of the company.

The company has a subsidiary company, Passle Inc, incorporated in the USA. The registered office address is 222 Severn Avenue, Suite 50, Building 10-3, Annapolis, MD 21403, USA. The balance owed to this entity is included in other creditors.

9. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans (secured)	1,876,248		2,019,936
Amounts owed to directors	2,502,737		2,734,737
Accruals	3,700,269		3,395,368
	8,079,254		8,150,041

Santander UK Plc holds a fixed and floating charge over the assets of the company.

10. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
14,221,590 Ordinary shares of £ 0.001 each (2024: 12,872,400 shares of £ 0.001 each)	14,222		12,872

11. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	425,663		72,607