REGISTERED NUMBER: 02169105 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Textainer Equipment Management (U.K.)

Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

A L Caldon

Ms P Gaggioli

O P Ghesquiere

SECRETARY:

A L Caldon

REGISTERED OFFICE:

Apex Tower

7 High Street

Floor 7

New Malden

Surrey

KT3 4DQ

REGISTERED NUMBER:

02169105 (England and Wales)

AUDITORS:

DUX Advisory Limited

Chartered Accountants and

Statutory Auditors

Kennel Club House

Gatehouse Way

Aylesbury

Buckinghamshire

HP19 8DB

FIXED ASSETS

Tangible assets

4

955,803

17,028

CURRENT ASSETS

Debtors

5

1,177,719

1,468,011

Cash at bank and in hand

134,813

271,140

1,312,532

1,739,151

CREDITORS

Amounts falling due within one year

6

380,265

527,456

NET CURRENT ASSETS

932,267

1,211,695

TOTAL ASSETS LESS CURRENT LIABILITIES

1,888,070

1,228,723

CREDITORS

Amounts falling due after more than one year

7

768,436

-

NET ASSETS

1,119,634

1,228,723

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Retained earnings

1,118,634

1,227,723

SHAREHOLDERS' FUNDS

1,119,634

1,228,723

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 29 July 2026 and were signed on its behalf by:

A L Caldon - Director

1.	STATUTORY INFORMATION

Textainer Equipment Management (U.K.) Limited (the "Company") is a private company limited by shares incorporated in the United Kingdom, domiciled and registered in England and Wales. The registered number is 02169105 and the registered address is Apex Tower 7 High Street, Floor 7, New Malden, Surrey, United Kingdom, KT3 4DQ.

The presentation currency of these financial statements is sterling.

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.

The Company has early adopted the amendments to FRS 102 issued by the Financial Reporting Council as part of the Periodic Review 2024. These amendments are effective for accounting periods beginning on or after 1 January 2026, with early application permitted. The Company has applied these amendments from 1 January 2025.

Going concern

The directors have prepared the financial statements on the going concern basis which the directors consider to be appropriate for the following reasons.

The Company manages equipment leases in the United Kingdom for its parent company Textainer Equipment Management Limited (TEML). The ability of the company to continue as a going concern depends on the group's, led by Textainer Group Holdings Limited (TGH), ongoing viability and adherence to transfer pricing policies. Accordingly the parent company have issued a letter of support confirming it will support TEML for at least twelve months from the date of signing these financial statements. As of December 31, 2025, Textainer Equipment Management (U.K.) Limited held £134,813 in cash and had net current assets of £932,267

The container shipping market, driven by global and income growth, has experienced volatility due to political uncertainty following the election of a new US president. Despite lower container demand due to geopolitical tensions, inflation, and market volatility, utilization stayed above 99.5% throughout 2024 and held steady at 99.4% in 2025.

While global macroeconomic concerns persist, the outlook is improving. TGH and TEML will continue to support the Company financially and operationally over the next 12 months and beyond. TGH's management, having prepared forecasts through to December 31, 2030 did not identify any other events that would disrupt UK operations. Therefore, the directors are confident that the group and company can meet their obligations and have prepared the financial statements on a going concern basis.

Significant judgements and estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. The recognition of deferred tax assets involves estimating future taxable profits and is therefore subject to uncertainty.

The measurement of right-of-use assets and lease liabilities also requires judgement, including the determination of lease terms and the incremental borrowing rate used to discount lease payments.

Other areas of estimation uncertainty include impairment assessments and provisions, which involve assumptions about future cash flows and potential outflows.

Fixed assets and depreciation

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of tangible fixed assets have different useful lives. They are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings.

Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Until 31 December 2024 all other leases were classified as operating leases. Following the adoption of the revised FRS102, all leases other than those for a term of less than 12 months or of low value are treated as Right of Use assets. Assets held under operating leases at 31 December 2024 have been introduced at 1 January 2025 at the net present value of the remaining lease payments due under the lease. Right of Use assets are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease.

The company assesses at each reporting date whether tangible fixed assets (including those held under leases) are impaired.

Depreciation is provided by the company to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives or the term of the lease as follows:

Fixtures and fittings

15% - 20% per annum straight line

Motor vehicles

25% per annum straight line

Computer hardware

33.33% per annum straight line

Leasehold improvements

20% per annum straight line

Taxation

Tax on the profit or loss for the year comprises current tax and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the amount of income tax payable or recoverable in respect of the taxable profit or loss for the year, using tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is recognised in respect of all timing differences at the balance sheet date. Deferred tax is measured using the tax rates that are expected to apply when the timing differences reverse, based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. 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.

Foreign currencies

Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the income statement.

Leases

Until 31 December 2024 operating lease rentals were charged to the income statement on a straight-line basis over the period of the lease. This treatment is consistent with the prior year and has been applied consistently in accordance with FRS 102. With effect from 1 January 2025, when the revised FRS102 has been adopted, all leased assets other than those for a lease term of less than 12 months or of low value are treated as Right of Use assets and have been accounted for as set out in the accounting policy for 'Fixed assets and depreciation'.

Lease liabilities are recognised at the present value of unpaid lease payments, discounted using the interest rate implicit in the lease. They are subsequently measured at amortised cost, with interest recognised and payments reducing the liability.

Pension costs

Company contributes to defined contribution pension schemes. Contributions are recognised as an expense in the period to which they relate. The assets of the schemes are held separately from the Company in independently administered funds.

Subsequent events

The Company evaluated the subsequent events up to the date the financial statements were signed and determined that there are no material reportable subsequent events.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2024 - 10 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

Right of

to

and

Computer

Use Asset

property

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

-

182,678

84,167

31,540

298,385

Additions

882,162

163,837

-

-

1,045,999

Disposals

-

(171,028

)

(84,167

)

(10,866

)

(266,061

)

At 31 December 2025

882,162

175,487

-

20,674

1,078,323

DEPRECIATION

At 1 January 2025

-

171,610

82,962

26,785

281,357

Charge for year

85,583

16,359

353

4,077

106,372

Eliminated on disposal

-

(171,028

)

(83,315

)

(10,866

)

(265,209

)

At 31 December 2025

85,583

16,941

-

19,996

122,520

NET BOOK VALUE

At 31 December 2025

796,579

158,546

-

678

955,803

At 31 December 2024

-

11,068

1,205

4,755

17,028

The Right of use asset was introduced at 1.1.25 following early adoption of the revised FRS102.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

1,104,534

1,176,169

Deferred Tax Asset

17,941

191,184

Prepayments

55,244

100,658

1,177,719

1,468,011

Under the previous version of FRS102, as applied to the financial statements for the year ended 31 December 2024, debtors at 31 December 2024 included an amount of £373 as the net amount in respect of the leased assets now treated as Right of Use (ROU) assets following the early adoption of the revised version of FRS102. The ROU assets and liabilities have now been reclassified and presented within tangible fixed assets and liabilities respectively, in accordance with revised FRS 102 requirements.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

57,991

69,327

ROU Liabilities

56,201

-

Accrued expenses

266,073

458,129

380,265

527,456

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

ROU Liabilities

768,436

-

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

-

70,578

Between one and five years

-

451,696

In more than five years

-

550,505

-

1,072,779

The current year is £nil because under the revised FRS 102, the lease agreement is recognised on the balance sheet as a Right of use asset with a corresponding lease liability.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1,000

Ordinary

1

1,000

1,000

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

The Report of the Auditors was unqualified.

Bianca Permal FCA (Senior Statutory Auditor)

for and on behalf of DUX Advisory Limited

11.	RELATED PARTY DISCLOSURES

During the year, the company did not enter into any transactions with Textainer Group Holdings Limited (TGH) Bermuda, an entity under common control. At the year-end, £43,240 (2024: £43,240) was outstanding as a creditor.

During the year, the company recharged expenses of £1,477,594 (2024: £1,680,165) to Textainer Equipment Management Limited (TEM) Bermuda, parent entity. At the year-end, £2,096,360 (2024: £2,151,308) was outstanding and included within debtors.

During the year, the company purchased goods amounting to £11,251 (2024: £nil) from Textainer Limited (TL), Bermuda, an entity under common control. At the year end, £522 (2024: £780) was outstanding as a debtor.

During the year, the company did not enter into any transactions with Textainer Equipment Management (S) Pte Ltd. Singapore, an entity under common control. At the year-end, £61 (2024: £61) was outstanding as a creditor.

During the year, Textainer Equipment Management (U.S.) Limited, an entity under common control, paid expenses of $43,734 on behalf of the company. At the year-end, £949,047 (2024: £912,779) was outstanding as a creditor.

12.	ULTIMATE CONTROLLING PARTY

At 31 December 2025, the only group in which the results of the company was consolidated is that headed by Textainer Group Holdings Limited, incorporated in Bermuda and considered by the directors to be the ultimate parent undertaking. The registered address of Textainer Group Holdings Limited is 16 Par-la-Ville Road, Hamilton HM08, Bermuda. Up to 14 March 2024, Textainer Group Holdings Limited was the ultimate holding company with no individual controlling party.

On 14 March 2024, the ultimate parent company entered into the Merger Agreement with Typewriter Parent Ltd., an exempted company incorporated under the Companies Act (2023 Revision) (as amended) of the Cayman Islands and Typewriter Merger Sub Ltd, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Typewriter Parent Ltd. Typewriter Parent Ltd and Typewriter Merger Sub Ltd are entities affiliated with Stonepeak, an investment firm specializing in infrastructure and real assets.

13.	SUBSEQUENT EVENTS

The Company evaluated the subsequent events up to the date the financial statements were signed and determined that there are no material reportable subsequent events.