REGISTERED NUMBER: 05744019 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

SMARTE CARTE UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

T Osteboe

S MacGregor

D Niemeyer

SECRETARY:

M Fulton

REGISTERED OFFICE:

6 Ryder Court

Saxon Way East

Corby

Northamptonshire

NN18 9NX

REGISTERED NUMBER:

05744019 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

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 baggage and lost property services at airports.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

T Osteboe

S MacGregor

D Niemeyer

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, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S MacGregor - Director

24 September 2025

Opinion

We have audited the financial statements of Smarte Carte UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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.

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.

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.

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.

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 our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- reference to past history and experience of the Entity,

- enquiry of management, including obtaining and reviewing supporting documentation concerning

the Entity's procedures relating to:

- identifying and complying with laws and regulations and whether they were aware of any instances

of non-compliance;

- detection and response to risk of fraud and whether they were aware of any actual or suspected

instances of fraud.

- assessment of the controls and processes that the Entity has in place to mitigate risk

Our assessments included the identification of the following potential areas for fraud:

- Management override of control;

- Revenue recognition

We design audit procedures by tailored and directed testing to aid and support the level of determined level of risk. In response to the assessed risk we plan audit tests and procedures that target specific areas where misstatement may occur. These procedures and the extent to which they are capable of detecting

irregularities, including fraud, are detailed below:

- We critically assessed the appropriateness and tested the application of the revenue and cost

recognition policies

- We tested the appropriateness of accounting journals and other adjustments made in the

preparation of the financial statements

- We reviewed the Entity's accounting policies for non-compliance with relevant standards.

- We made enquiries of management and reviewed correspondence with the relevant authorities to

identify any irregularities or instances of non-compliance with laws and regulations

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain

professional scepticism throughout the audit process.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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.

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.

Mark Spafford FCCA ACA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

24 September 2025

TURNOVER

8,501,337

2,093,819

Cost of sales

6,461,340

1,550,044

GROSS PROFIT

2,039,997

543,775

Administrative expenses

1,696,231

512,203

343,766

31,572

Other operating income

-

15,261

OPERATING PROFIT

4

343,766

46,833

Interest payable and similar expenses

5

16,425

-

PROFIT BEFORE TAXATION

327,341

46,833

Tax on profit

6

81,835

11,185

PROFIT FOR THE FINANCIAL YEAR

245,506

35,648

PROFIT FOR THE YEAR

245,506

35,648

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

245,506

35,648

FIXED ASSETS

Tangible assets

7

14,968

28,183

CURRENT ASSETS

Debtors

8

1,367,925

704,950

Cash at bank and in hand

1,250,333

270,056

2,618,258

975,006

CREDITORS

Amounts falling due within one year

9

1,773,605

385,770

NET CURRENT ASSETS

844,653

589,236

TOTAL ASSETS LESS CURRENT LIABILITIES

859,621

617,419

PROVISIONS FOR LIABILITIES

11

3,742

7,046

NET ASSETS

855,879

610,373

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Retained earnings

13

854,879

609,373

SHAREHOLDERS' FUNDS

855,879

610,373

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

S MacGregor - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

573,725

574,725

Changes in equity

Total comprehensive income

-

35,648

35,648

Balance at 31 December 2023

1,000

609,373

610,373

Changes in equity

Total comprehensive income

-

245,506

245,506

Balance at 31 December 2024

1,000

854,879

855,879

Cash flows from operating activities

Cash generated from operations

1

1,005,021

8,127

Interest paid

(16,425

)

-

Tax paid

(8,319

)

-

Net cash from operating activities

980,277

8,127

Cash flows from investing activities

Purchase of tangible fixed assets

-

(11,500

)

Net cash from investing activities

-

(11,500

)

Increase/(decrease) in cash and cash equivalents

980,277

(3,373

)

Cash and cash equivalents at beginning of year

2

270,056

273,429

Cash and cash equivalents at end of year

2

1,250,333

270,056

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

327,341

46,833

Depreciation charges

5,703

9,700

Loss on disposal of fixed assets

7,512

-

Finance costs

16,425

-

356,981

56,533

Increase in trade and other debtors

(662,975

)

(210,421

)

Increase in trade and other creditors

1,311,015

162,015

Cash generated from operations

1,005,021

8,127

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,250,333

270,056

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

270,056

273,429

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

270,056

980,277

1,250,333

270,056

980,277

1,250,333

Total

270,056

980,277

1,250,333

1.	STATUTORY INFORMATION

Smarte Carte UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The company's place of business are the airports at which the company operates its services.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of 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 entities within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

33% on cost

In addition fixed assets acquired for use on specific contracts are depreciated over the term of the contract.

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.

Financial assets and liabilities

All of the company's financial assets and liabilities are measured at amortised cost.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,515,496

1,058,475

Social security costs

560,072

100,793

Other pension costs

218,340

41,825

6,293,908

1,201,093

The average number of employees during the year was as follows:

2024

2023

Administrative

6

4

Other

144

39

150

43

2024

2023

£

£

Directors' remuneration

137,353

116,369

Directors' pension contributions to money purchase schemes

13,316

3,016

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

4.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Depreciation - owned assets

5,703

9,700

Loss on disposal of fixed assets

7,512

-

Auditors' remuneration

13,650

6,500

Foreign exchange differences

38,997

59,008

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

HMRC interest

16,425

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

85,139

8,319

Deferred tax

(3,304

)

2,866

Tax on profit

81,835

11,185

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2024

2023

£

£

Profit before tax

327,341

46,833

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

81,835

11,708

Effects of:

allowances

Change in rate of taxation

-

(523

)

Total tax charge

81,835

11,185

At the year end the company has unutilised tax losses of approximately £Nil (2023 - £Nil).

7.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

133,517

52,095

42,075

39,594

267,281

Disposals

(111,033

)

(51,575

)

(27,935

)

(36,000

)

(226,543

)

At 31 December 2024

22,484

520

14,140

3,594

40,738

DEPRECIATION

At 1 January 2024

123,215

52,095

24,194

39,594

239,098

Charge for year

2,875

-

2,828

-

5,703

Eliminated on disposal

(111,033

)

(51,575

)

(20,423

)

(36,000

)

(219,031

)

At 31 December 2024

15,057

520

6,599

3,594

25,770

NET BOOK VALUE

At 31 December 2024

7,427

-

7,541

-

14,968

At 31 December 2023

10,302

-

17,881

-

28,183

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,163,363

73,256

Amounts owed by group undertakings

109,418

555,515

Other debtors

1,500

1,500

Prepayments

93,644

74,679

1,367,925

704,950

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

39,345

39,477

Amounts owed to group undertakings

557,280

-

Tax

85,139

8,319

Social security and other taxes

824,292

188,146

Other creditors

4,089

13,824

Accrued expenses

263,460

136,004

1,773,605

385,770

10.	LEASING AGREEMENTS

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

2024

2023

£

£

Within one year

2,175

8,700

Between one and five years

-

2,175

2,175

10,875

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

Accelerated capital allowances

3,742

7,046

Deferred

tax

£

Balance at 1 January 2024

7,046

Credit to Income Statement during year

(3,304

)

Movement in year

Balance at 31 December 2024

3,742

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£1

1,000

1,000

13.

RESERVES

Retained

earnings

£

At 1 January 2024

609,373

Profit for the year

245,506

At 31 December 2024

854,879

14.	PENSION COMMITMENTS

Included in accruals is £Nil (2023 - £Nil) of outstanding pension contributions.

15.	IMMEDIATE PARENT COMPANY

Smarte Carte Inc (incorporated in United States of America) is regarded by the directors as being the company's immediate parent company.

Copies of the group accounts can be obtained from the parent company's address of 4455 White Bear Parkway, Saint Paul, MN 55110, United States.

16.	ULTIMATE CONTROLLING PARTY

3i Group Plc (incorporated in United Kingdom) is regarded by the directors as being the company's ultimate parent company at 16 Palace Street, London, SW1E 5JD.