REGISTERED NUMBER: 07118962 (England and Wales)

CONCOURSE COMMUNICATIONS UK LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

6

Statement of Income and Retained Earnings

7

Statement of Financial Position

8

Notes to the Financial Statements

9

to

14

DIRECTORS:

Mr M Finley

Mr P Hovenier

REGISTERED OFFICE:

5 New Street Square

LONDON

EC4A 3TW

REGISTERED NUMBER:

07118962 (England and Wales)

AUDITORS:

Morris Owen

Statutory Auditors

43-45 Devizes Road

SWINDON

Wiltshire

SN1 4BG

BANKERS:

J.P.Morgan Chase

1 Chaseside

BOURNEMOUTH

Dorset

BH7 7DA

The directors present their strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

We primarily build and operate wireless networks in airports and transportation hubs. Revenue may fluctuate based on volume of passenger travel and frequency of passenger connections to our networks.

The turnover for the year was $3,121,465, which was up 1.8% compared to the previous year. The increase in turnover was primarily driven by an increase in private service revenues from our United Arab Emirates operations offset by a decrease in Wi-Fi carrier offload revenues from our United Kingdom operations.

Profit decreased in 2024 mainly due to an increase in tax expense and fluctuations in foreign currencies.

As in previous years, we continue to aim to deliver the best solutions and highest quality services to our venue partners and customers coupled with a highly skilled and knowledgeable team of staff providing the ability to continue to grow our business and lead in our sector.

PRINCIPAL RISKS AND UNCERTAINTIES

Our venue partner contracts are scheduled to terminate in accordance with the terms of the agreement in 2025. We believe we will be able to successfully obtain extension of our United Kingdom contracts; however, we do not expect to renew our venue agreement with Dubai Airport in 2026 which accounts for essentially all our sales of our United Arab Emirates operations.

POSITION AT THE END OF THE YEAR

We concluded the year in a strong cash position with the majority of our amounts due to creditors related to parent undertakings.

KEY PERFORMANCE INDICATORS

We have not identified any key performance indicators other than the financial measures previously discussed above.

FUTURE DEVELOPMENTS

We continue to look for opportunities to grow and build a greater network of wireless networks throughout the United Kingdom and United Arab Emirates. With ongoing investment, our aim is to continue offering industry leading service to our venue partners and customers.

ON BEHALF OF THE BOARD:

Mr P Hovenier - Director

26th September 2025

The directors present their report with the financial statements of the company for the year ended 31st December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

Mr M Finley

Mr P Hovenier

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.

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:

Mr P Hovenier - Director

26th September 2025

Opinion

We have audited the financial statements of Concourse Communications UK Limited (the 'company') for the year ended 31st December 2024 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position 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 31st 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 Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or 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 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 three, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations through the audit planning process;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's industry;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act, taxation legislation, employment legislation and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed this susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HM Revenue & Customs (HMRC) and any legal correspondence.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Robert Andrew Beale (Senior Statutory Auditor)

for and on behalf of Morris Owen

Statutory Auditors

43-45 Devizes Road

SWINDON

Wiltshire

SN1 4BG

30th September 2025

TURNOVER

3

3,121,465

3,067,615

Cost of sales

114,427

114,623

GROSS PROFIT

3,007,038

2,952,992

Administrative expenses

2,683,965

2,483,403

OPERATING PROFIT and

PROFIT BEFORE TAXATION

323,073

469,589

Tax on profit

6

83,075

(125,000

)

PROFIT FOR THE FINANCIAL YEAR

239,998

594,589

Retained earnings at beginning of year as previously reported

(9,367,977

)

(10,383,450

)

Prior year adjustment

-

420,884

RETAINED EARNINGS AT END OF YEAR

(9,127,979

)

(9,367,977

)

CURRENT ASSETS

Debtors

7

1,655,773

823,899

Cash at bank

477,943

1,576,393

2,133,716

2,400,292

CREDITORS

Amounts falling due within one year

8

11,260,142

11,766,716

NET CURRENT LIABILITIES

(9,126,426

)

(9,366,424

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(9,126,426

)

(9,366,424

)

CAPITAL AND RESERVES

Called up share capital

10

1,553

1,553

Retained earnings

11

(9,127,979

)

(9,367,977

)

SHAREHOLDERS' FUNDS

(9,126,426

)

(9,366,424

)

The financial statements were approved by the Board of Directors and authorised for issue on 26th September 2025 and were signed on its behalf by:

Mr P Hovenier - Director

1.	GENERAL INFORMATION

Concourse Communications UK Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 07118962

Registered office: 5 New Street Square, London, EC4A 3TW

The company's functional and presentational currency is USD ($) rounded to the nearest dollar.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26 to 12.29;;

•

the requirement of paragraph 33.7.

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 subsidiaries within the group.

Significant judgements and estimates

In preparing these financial statements, the directors have made the following judgements:

- Determine whether leases entered into by the company as a lessee are operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

- Determine the period of useful economic life and any residual value of all tangible fixed assets order to write off the value of each asset over that period.

- Determine an appropriate provision for bad and doubtful debts by assessing the recoverability of all balances on a balance by balance basis.

Turnover

Turnover is generated from the provision of internet services, which includes several sources: (i) venue partners and their tenants who pay us to provide a Wi-Fi infrastructure that we install, manage, and operate on their behalf, (ii) retail customers under subscription plans for month-to-month network access that automatically renew, and retail single-use access from sales of hourly, daily or other single-use access plans, and (iii) display advertisements and sponsorships on our walled garden sign-in pages.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- The amount of turnover can be measured reliably;

- It is probable that the Company will receive the consideration due under the contract;

- The stage of the completion of the contract at the end of the reporting period can be measured reliably; and

- The costs incurred and the costs to complete the contract can be measured reliably.

Turnover for our Wi-Fi managed services contracts are recognised monthly on a straight-line basis, where applicable, over the contract term once services have launched. Subscription fees for our retail customers is recognised ratably over the subscription period. Turnover for our retail single-use access is recognised when provided. Turnover for advertising is recognised ratably over the service period based on actual units delivered subject to the maximums provided for in the insertion order.

Financial instruments

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest 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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities, and are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of the share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 currency transactions

Assets and liabilities in foreign currencies are translated into USD ($) at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into USD ($) 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.

Going concern

As a result of the ongoing support provided by the parent company, the directors are satisfied that the company continues to be a going concern. There is no expectation that Concourse Communications UK Ltd will cease to exist in the foreseeable future, which is taken to be a period of at least twelve months from the date of signature of these financial statements.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

$

$

Internet services

3,121,465

3,067,615

3,121,465

3,067,615

An analysis of turnover by geographical market is given below:

2024

2023

$

$

United Kingdom

406,306

480,242

United Arab Emirates

2,715,159

2,587,373

3,121,465

3,067,615

4.	EMPLOYEES AND DIRECTORS

2024

2023

$

$

Wages and salaries

534,335

532,802

Social security costs

16,609

16,046

Other pension costs

17,514

16,587

568,458

565,435

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

2024

2023

Staff

4

4

2024

2023

$

$

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

$

$

Auditors remuneration

15,501

5,774

Foreign exchange differences

72,236

(42,132

)

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

2024

2023

$

$

Current tax:

Dubai corporation tax charge

38,075

-

Deferred tax

45,000

(125,000

)

Tax on profit

83,075

(125,000

)

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

$

$

Profit before tax

323,073

469,589

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

80,768

117,397

Effects of:

Expenses not deductible for tax purposes

120

100

Capital allowances in excess of depreciation

(4,970

)

(6,061

)

Utilisation of tax losses

(75,918

)

(111,436

)

Deferred tax

45,000

(125,000

)

Dubai corporation tax

38,075

-

Total tax charge/(credit)

83,075

(125,000

)

The main UK corporation tax rate was increased to 25% from 1 April 2023, as enacted on 24 May 2021.

The Dubai profits in excess of 375,000 AED are subject to corporation tax at 9%.

As at 31 December 2024 the company has unprovided tax losses of $8,896,364 (2023 $9,020,040).

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Trade debtors

1,525,231

637,686

Deferred tax asset

80,000

125,000

Prepayments and accrued income

50,542

61,213

1,655,773

823,899

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Amounts owed to group undertakings

10,695,406

11,365,003

Corporation tax

38,075

-

VAT

32,490

53,809

Accruals and deferred income

494,171

347,904

11,260,142

11,766,716

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Pension commitments of $845 (2023: $738) are included in accruals.

9.	LEASING AGREEMENTS

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

2024

2023

$

$

Within one year

20,647

20,647

This relates to the annual lease of an office in Dubai.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

$

$

1,000

Ordinary shares

1.553

1,553

1,553

The ordinary shares have full voting, dividends, and capital distribution rights (including on wind-up). The ordinary shares do not confer any rights for redemption.

11.

RESERVES

Retained

earnings

$

At 1st January 2024

(9,367,977

)

Profit for the year

239,998

At 31st December 2024

(9,127,979

)

12.	POST BALANCE SHEET EVENTS

The company does not expect to renew the venue agreement with Dubai Airport in 2026. Despite this, the directors believe the company continues to be a going concern.

13.	CONTROLLING PARTY

The immediate parent undertaking is Concourse Communications Group LLC.

The ultimate parent undertaking and controlling party of the Boingo Wireless Group is White Sands Parent Inc., a company incorporated in the United States of America .White Sands Parent Inc. is part of a wider global group with the ultimate holding company being DigitalBridge Group Inc.