ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 13682878

PROSEGUR CHANGE UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PROSEGUR CHANGE UK LIMITED

COMPANY INFORMATION

Directors	Mr I Cea Fornies (resigned 29 November 2024)
	Mr P Crombie
	Mr J Lopez-Huerta Martin


Company secretary	Mr P Greene


Registered number	13682878


Registered office	353 Oxford Street
	London
	W1C 2JG


Independent auditors	Harris & Trotter LLP
	Chartered Accountants & Statutory Auditor
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH


Solicitors	Mishcon de Reya LLP
	Africa House
	70 Kingsway
	London
	WC2B 6AH

PROSEGUR CHANGE UK LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Statement of Financial Position	10 - 11
Statement of Changes in Equity	12
Statement of Cash Flows	13
Notes to the Financial Statements	14 - 29

PROSEGUR CHANGE UK LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors are pleased to present their Strategic Report for the company for the year ended 31 December 2024. The company is a joint venture between Prosegur Cash S.A. and The Change Group International (Holdings) Ltd and was incorporated on 15th October 2021 with the principal activity of operating foreign exchange and ATMs services.

Business review

During 2024, the company continued to operate at Gatwick airport. The business returned a loss after tax in the year 31 December 2024 of £3,347,906 (2023: loss £439,345).

Principal risks and uncertainties

Details of the Group's financial risk management objectives and policies are as follows:

Operational Risk:

Operational risks include risks arising within the organisation from inadequate and failed internal processes, systems and unskilled staff. The Group seeks to mitigate this risk by establishing internal operational manuals,
regular internal audits, ensuring staff receive ongoing training, backed up by exams and qualifications, rigorous recruitment processes with psychometric testing, as well as investing in efficient IT systems.

Liquidity Risk:

Liquidity risk covers the requirement of the company holding sufficient funds to meet its obligations and working capital funding. The company manages this with regular cash flow forecasts and having ongoing support from the wider Change Group and Prosegur Group.

Physical Risk:

Physical risk arises from exposure to theft, fire and natural disasters. The company mitigates this risk by high security branch and ATM design, maintaining appropriate and effective security processes and systems, extensive staff training and insurance policies.

Compliance and AML Risk:

Compliance and AML Risk relate mainly to possible failure to meet 1he relevant rules and regulations that apply to its business. The company manages this risk by using the financial sector's best practice compliance procedures with "3 Lines of Defence··: Rigorous front office systems and training, regular internal audits, as well as independent External Control Functions. All retail staff are required to pass AML exams every 6 months. The front office has access via IT platforms to government databases and sanctions lists for rigorous KYC checks. The company's platforms also have strict automated controls and detailed reporting and analytical capabilities. The actual transaction-level risk is considered to be comparatively low since the company's average transaction size is less than £350 and it primarily serves tourist shoppers.

The Group also appoints compliance and AML officers. The officers have independent responsibilities to monitor and implement regulations as required by the relevant authorities. The Group benefits from the scale and capability to provide the highest levels of risk management and regulatory compliance across its operations and holds strong positive relationships with the relevant regulatory bodies in each of its jurisdictions.

Financial key performance indicators

Turnover in the period was £25,083,445 and the loss after tax was £3,347,906 (loss £439,345).

Page 1

PROSEGUR CHANGE UK LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.

................................................

Mr P Crombie

Director

Date: 22 December 2025

Page 2

PROSEGUR CHANGE UK LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 to 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.

Principal activity

The principal activity of the Company is the operation of retail Bureaux de Change.

Results and dividends

The loss for the year, after taxation, amounted to £3,347,906 (2023 - loss £439,345).

No dividends declared or paid in the period.

Directors

The directors who served during the year were:

Mr I Cea Fornies (resigned 29 November 2024)

Mr P Crombie

Mr J Lopez-Huerta Martin

Page 3

PROSEGUR CHANGE UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

Mr P Crombie

Director

Date: 22 December 2025

Page 4

PROSEGUR CHANGE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK LIMITED

Opinion

We have audited the financial statements of Prosegur Change UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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 United Kingdom, including the Financial Reporting Council'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.

Page 5

PROSEGUR CHANGE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 3, 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 is 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.

Page 6

PROSEGUR CHANGE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK LIMITED (CONTINUED)

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 an Auditors' Report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.

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 Auditors' Report.

Page 7

PROSEGUR CHANGE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK LIMITED (CONTINUED)

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 an Auditors' Report 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.

Stephen Haffner (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants & Statutory Auditor

101 New Cavendish Street

1st Floor South

London

W1W 6XH

22 December 2025

Page 8

PROSEGUR CHANGE UK LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	25,083,445	26,239,141
Cost of sales		(1,555,955)	(2,101,843)
Gross profit		23,527,490	24,137,298
Administrative expenses		(26,526,487)	(24,353,928)
Operating loss	5	(2,998,997)	(216,630)
Interest payable and similar expenses	9	(390,992)	(198,402)
Loss before tax		(3,389,989)	(415,032)
Tax on loss	10	42,083	(24,313)
Loss for the financial year		(3,347,906)	(439,345)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 29 form part of these financial statements.

Page 9

PROSEGUR CHANGE UK LIMITED

REGISTERED NUMBER: 13682878

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	11		1,336,322		1,383,631
			1,336,322		1,383,631
Current assets
Stocks	12	7,003		9,737
Debtors: amounts falling due within one year	13	1,500,796		49,129
Cash at bank and in hand	14	4,940,061		7,753,539
		6,447,860		7,812,405

Creditors: amounts falling due within one year	15	(3,177,857)		(3,590,715)
Net current assets			3,270,003		4,221,690
Total assets less current liabilities			4,606,325		5,605,321
Creditors: amounts falling due after more than one year	16		(7,376,315)		(4,985,322)
Provisions for liabilities
Deferred tax	18	(151,287)		(193,370)
			(151,287)		(193,370)
Net (liabilities)/assets			(2,921,277)		426,629

Capital and reserves
Called up share capital	19	100	100
Profit and loss account	20	(2,921,377)	426,529
		(2,921,277)	426,629

Page 10

PROSEGUR CHANGE UK LIMITED

REGISTERED NUMBER: 13682878

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr P Crombie

Director

Date: 22 December 2025

The notes on pages 14 to 29 form part of these financial statements.

Page 11

PROSEGUR CHANGE UK LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	100	865,874	865,974
Comprehensive income for the year
Loss for the year	-	(439,345)	(439,345)
Total comprehensive income for the year	-	(439,345)	(439,345)
Total transactions with owners	-	-	-

At 1 January 2024	100	426,529	426,629
Comprehensive income for the year
Loss for the year	-	(3,347,906)	(3,347,906)
Total transactions with shareholders	-	-	-
At 31 December 2024	100	(2,921,377)	(2,921,277)

The notes on pages 14 to 29 form part of these financial statements.

Page 12

PROSEGUR CHANGE UK LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(3,347,906)	(439,345)
Adjustments for:
Depreciation of tangible assets	534,256	252,312
Interest paid	390,992	198,402
Taxation charge	(42,083)	24,313
Decrease/(increase) in stocks	2,734	(9,737)
Decrease/(increase) in debtors	67,963	(3,689)
(Increase)/decrease in amounts owed by groups	(1,519,630)	83,378
(Decrease)/increase in creditors	(1,092,202)	1,288,520
Increase in amounts owed to groups	2,810,035	173,475
Corporation tax (paid)/received	(130,690)	-
Foreign exchange	1,911	13,075
Net cash generated from operating activities	(2,324,620)	1,580,704

Cash flows from investing activities
Purchase of tangible fixed assets	(620,500)	(942,686)
Sale of tangible fixed assets	133,553	-
Net cash from investing activities	(486,947)	(942,686)

Net (decrease)/increase in cash and cash equivalents	(2,811,567)	638,018
Cash and cash equivalents at beginning of year	7,753,539	7,128,596
Foreign exchange gains and losses	(1,911)	(13,075)
Cash and cash equivalents at the end of year	4,940,061	7,753,539

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,940,061	7,753,539
	4,940,061	7,753,539

The notes on pages 14 to 29 form part of these financial statements.

Page 13

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Prosegur Change UK Limited is a private company limited by shares and incorporated in England & Wales, registration number 13682878. The registered office is 353 Oxford Street, London, W1C 2JG. The principal activity of the company is operating retail Bureau de Change and ATM business at Gatwick Airport.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the forseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Bureau de Change turnover is the difference between the cost and selling price of currency (the margin), together with commissions on the sale and purchase of currencies at the bureau de change, and is recognised once the transaction is executed.

ATM turnover represents margins earned on foreign currency transactions, service fees and fees payable by card and scheme providers at the time of the execution of transactions.

All turnover is recognised exclusive of VAT.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts 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.

Page 15

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	Over the length of the contract
Plant and machinery	-	5 years straight line
Fixtures and fittings	-	5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 16

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.12

Debtors

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.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 18

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are

Page 19

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Financial instruments (continued)

initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

There are no critical estimation uncertainties or assumptions in the preparation of these financial statements.

Bureau de Change	19,021,253	19,592,634
ATM	5,988,820	6,543,295
Other income	73,372	103,212
	25,083,445	26,239,141

All turnover arose within the United Kingdom.

Page 20

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Rent and concession fees	16,449,160	15,235,668
Staff costs	3,773,251	3,781,965
Management charges	1,374,678	867,512

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements

58,000

50,000

Wages and salaries	3,363,260	3,345,432
Social security costs	317,046	329,921
Staff private health insurance	24,413	26,162
Cost of defined contribution scheme	68,532	80,450
	3,773,251	3,781,965

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Administrative and operations staff	125	125

8.	Directors' remuneration

During the period, the directors received £Nil emoluments or benefits for services provided to the company.

Page 21

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest payable and similar expenses
		2024	2023
		£	£

	Intercompany loan interest	390,992	198,402
		390,992	198,402



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(42,083)	24,313
Total deferred tax	(42,083)	24,313


	Tax on loss	(42,083)	24,313

Page 22

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(3,389,989)

(415,032)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(847,497)	(103,758)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	33,726	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	489	102
Capital allowances for year in excess of depreciation	131,017	8,100
Capitalised costs ineligible for capital allowances but allowable as revenue items	-	(27,602)
Deferred taxation	(42,083)	24,313
Accrued interest on intercompany borrowings	97,748	49,601
Unrelieved tax losses carried forward	584,517	73,557
Total tax charge for the year	(42,083)	24,313

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	721,657	1,039,651	2,479	1,763,787
Additions	570,297	43,880	6,323	620,500
Disposals	(201,110)	(4,007)	-	(205,117)
At 31 December 2024	1,090,844	1,079,524	8,802	2,179,170
Depreciation
At 1 January 2024	111,507	267,740	909	380,156
Charge for the year on owned assets	318,729	214,205	1,322	534,256
Disposals	(70,568)	(996)	-	(71,564)
At 31 December 2024	359,668	480,949	2,231	842,848
Net book value
At 31 December 2024	731,176	598,575	6,571	1,336,322
At 31 December 2023	610,150	771,911	1,570	1,383,631

Page 24

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Stocks
		2024	2023
		£	£

Finished goods and goods for resale	7,003	9,737
	7,003	9,737

13.

Debtors

					2024	2023
					£	£


Trade debtors	12,351	9,314
Amounts owed by group undertakings	1,435,667	286
Other debtors	16,634	8,356
Prepayments	36,144	31,173
	1,500,796	49,129

14.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	4,940,061	7,753,539
	4,940,061	7,753,539

15.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	65,380	1,033,446
Amounts owed to group undertakings	1,309,371	499,337
Corporation tax	-	130,690
Other taxation and social security	97,866	198,339
Other creditors	23,657	25,143
Accruals	1,681,583	1,703,760
	3,177,857	3,590,715

Page 25

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Amounts owed to group undertakings	7,376,315	4,985,322
	7,376,315	4,985,322

The amount owed to group undertakings includes borrowings from its parent company, Prosegur Cash, S.A. (Spain). In the FY22, the Company entered into a borrowing arrangement with Prosegur Cash, S.A. (Spain), with an interest rate set at 3.50%.

On 23 May 2024, Juncadella Prosegur International SL made a payment for the current principal of the loan to Prosegur Cash, S.A., becoming the new Lender of the loan.

During 2024, the Company executed a revised borrowing agreement, establishing a fixed interest rate of 6.75% (2023: 5.25%) per annum. Consequently, the management has applied an interest charge of 3.50% for FY22, 5.25% for FY23 and 6.75% for FY24 in accordance with the respective agreements.

17.	Financial instruments
		2024	2023
		£	£

	Financial assets
	Financial assets measured at amortised cost	6,683,632	7,771,495

	Financial liabilities
	Financial liabilities measured at amortised cost	11,012,105	7,827,500

	Financial assets measured at amortised cost comprise cash and cash equivalents, trade debtors and loans receivable.
	Financial liabilities measured at amortised cost comprise trade creditors, other creditors, loans payable and accruals.

Page 26

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Deferred taxation

		2024
		£

	At beginning of year	(193,370)
	Charged to profit or loss	42,083
	At end of year	(151,287)

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

	Accelerated capital allowances	(151,287)	(193,370)
		(151,287)	(193,370)

Note on deferred tax:

During the financial year 2024, the company has incurred financial losses. In line with a conservative approach, management has decided not to recognise deferred tax assets related to the carryforward of these losses and the interest accrued on intercompany borrowings. Management will continue to assess the recoverability of deferred tax assets in subsequent periods based on the company's financial performance and future profitability projections.

19.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

20.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

Page 27

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Analysis of net debt

		At 1 January 2024	Cash flows	Other non-cash changes	At 31 December 2024
		£	£	£	£

Cash at bank and in hand	7,753,539	(2,811,567)	(1,911)	4,940,061
Debt due within 1 year	(15,412)	15,500	-	88
	7,738,127	(2,796,067)	(1,911)	4,940,149

22.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the scheme and amounted to £91,101. Contributions totalling £88 were repayable by the scheme at the reporting date and are included in Other creditors.

Not later than 1 year	16,414,362	15,212,473
Later than 1 year and not later than 5 years	8,200,926	7,598,958
	24,615,288	22,811,431

Page 28

PROSEGUR CHANGE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.

Related party transactions

Key management personnel are remunerated through the parent and other group entities therefore remuneration of key management personnel amounted to £Nil.

During the period the company received loans of £1,250,000 (2023: £Nil) from its parent company and £750,000 from Juncadella Prosegur Internacional SL. The interest accrued was £390,992 (2023: £198,402). At the period end the company owed £7,376,314 (2023: £4,985,322) in respect of the loans from Juncadella Prosegur Internacional SL. This balance is included in amounts owed to group undertakings within creditors falling due in over 1 year.

During the period the company was charged a management fee totalling £1,374,678 (2023: 867,512) by two group entities under common control. At the period end the company was owed £1,519,916 (2023: £286) by group entities under common control, included in amounts owed by group undertakings within debtors. The company also owed £1,725,219 (2023: £499,337) to group entities under common control, included in amounts owed to group undertakings within creditors falling due in less 1 year.

On 17 December 2021, Prosegur Cash S.A., the parent company of Prosegur Change UK Limited, provided a deed of guarantee in relation to a concession agreement entered into with Gatwick Airport Limited. The guarantee, orginally amounting to £4,000,000, was increased to £6,000,000 on 12 May 2025 and will remain in force until 31 May 2030.

25.	Controlling party

The immediate parent company is Prosegur Cash S.A., a company incorporated in Spain, whose registered office address is Calle Santa Sabina, 8, 28007 Madrid, Spain. Prosegur Cash S.A. produces consolidated financial statements which are publicly available online at https://www.prosegurcash .com/en/investors -shareholders/financial -information/annual -reports.

The ultimate controlling party is Gubel S.L., a company incorporated in Madrid, Spain, and the ultimate parent of the Prosegur Group.

Page 29