| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| SWAPCARD UK LTD |
| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| SWAPCARD UK LTD |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Income Statement | 8 |
| Balance Sheet | 9 |
| Notes to the Financial Statements | 10 |
| SWAPCARD UK LTD |
| Company Information |
| for the year ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Preston Park House |
| South Road |
| Brighton |
| East Sussex |
| BN1 6SB |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Report of the Directors |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of provision of events facilitation software. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| GOING CONCERN |
| The director has a reasonable expectation that the company has adequate resources to continue in existence for the foreseeable future. The company, therefore, continues to adopt the going concern basis in preparing its financial statements. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Report of the Directors |
| for the year ended 31 December 2024 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Swapcard Uk Ltd |
| Opinion |
| We have audited the financial statements of Swapcard Uk Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Swapcard Uk Ltd |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Swapcard Uk Ltd |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which the audit was considered capable of detecting irregularities, including fraud |
| Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. |
| In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. |
| However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team: |
| - obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; |
| - inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; |
| - discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
| As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and tax compliance regulations. We performed audit procedures to detect instances of non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence where relevant authorities, and evaluating advice received from external tax advisors. |
| The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included, but were not limited to, testing manual journal entries, reviewing changes to accounting policies and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Swapcard Uk Ltd |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Preston Park House |
| South Road |
| Brighton |
| East Sussex |
| BN1 6SB |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Income Statement |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| (76,901 | ) | 261,351 |
| Other operating income |
| OPERATING (LOSS)/PROFIT | 4 | ( |
) |
| Interest receivable and similar income |
| (71,864 | ) | 266,789 |
| Interest payable and similar expenses | ( |
) | ( |
) |
| (LOSS)/PROFIT BEFORE TAXATION | ( |
) |
| Tax on (loss)/profit | 5 | ( |
) |
| (LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 6 |
| Investments | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Swapcard Uk Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Turnover |
| Turnover represents the fair value of consideration received or receivable net of VAT and discounts. |
| Fee income represents revenue earned under a wide variety of contracts to provide services over a period of time. Revenue is recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for the provision of these services under these contracts. |
| It is group policy to recognise revenue from certain contracts a month in arrears or until it can be ascertained that it is probable that the economic benefit will flow to the company and the amount of the revenue can be measured with reliability. |
| Revenue is generally recognised over the length of the contract with any amounts relating to future periods being shown in creditors as deferred income. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost, or deemed cost, less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Computer equipment | - | 33% on cost |
| Financial instruments |
| 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 entity after deducting all of its financial 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 financial statement of financial position 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. |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 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. |
| The company operates a defined contribution pension plan for its employees. A defined contribution pension plan is a pension plan under which the company pays contributions into a separate. Once the contributions have been paid, the company has no further obligations. |
| The contributions are recognised as an expense in the income statement when they fall due. Amounts owed but not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds. |
| Impairment |
| At each balance sheet date, the company reviews the carrying amount of its assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
| Significant judgements and estimates |
| Preparation of the financial statements requires management to make significant judgements and estimates and these estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| The item in the financial statements where these judgements and estimates have been made include the recoverability of debtors. |
| Investments |
| Investments are recognised at cost less impairment. |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | OPERATING (LOSS)/PROFIT |
| The operating loss (2023 - operating profit) is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| 5. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) |
| Tax on (loss)/profit | ( |
) |
| 6. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 7. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| Impairments | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Corporation tax |
| Prepayments & accrued income |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 11. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| There are no other related party transactions requiring disclosure. |
| SWAPCARD UK LTD (REGISTERED NUMBER: 12915952) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 12. | ULTIMATE CONTROLLING PARTY |
| The company is a wholly owned subsidiary of Swapcard Corporation SAS, its parent company and the ultimate controlling party, which is registered in France. |
| The consolidated financial statements of Swapcard Corporation SAS will be made up to 31 December 2024 and are available for inspection at 6 Rue De Paradis, 75010, Paris 10. |