REGISTERED NUMBER: 03970775 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Period

1 January 2025 to 18 December 2025

for

SITA IPS UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Dr G Oschmann

Mr M Midon Nieves

SECRETARY:

Ms T Popovic

REGISTERED OFFICE:

Boston House

Henley-on-Thames

RG9 1DY

REGISTERED NUMBER:

03970775 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Nicholas Smith BFP, ACA, CTA

AUDITORS:

Villars Hayward LLP

Chartered Accountants,

Chartered Tax Advisers and Statutory Auditors

Boston House

Henley-on-Thames

RG9 1DY

The directors present their strategic report for the period 1 January 2025 to 18 December 2025.

REVIEW OF BUSINESS

The company traded during the period from 1 January 2025 to 18 December 2025 generating a turnover of £5,958 with an overall loss for the financial period of £6,546. This is in line with the directors' expectations for the period following the decision to wind up the company.

The company ceased trading on 18 December 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have focused on the UK aviation market where there is opportunity for business development and growth. The software market is increasingly developing with growing opportunities to deliver and support Airport Passenger Self Service Solutions, specifically Self Baggage Drop solutions.

BALANCED AND COMPREHENSIVE ANALYSIS OF DEVELOPMENT AND PERFORMANCE

The company is a wholly owned subsidiary and its emphasis is the sales of SITA products and services. The financial statements report the results for the year.

KEY PERFORMANCE INDICATORS

Turnover £'000

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

£624.6

£611.5

£701.1

£604.9

£478.6

£403.4

£512.9

£459.0

£328.0

£6.0

Gross margin

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

80.82%

85.27%

87.70%

86.00%

81.54%

77.79%

78.40%

97.69%

98.27%

134.2%

ON BEHALF OF THE BOARD:

Dr G Oschmann - Director

5 January 2026

The directors present their report with the financial statements of the company for the period 1 January 2025 to 18 December 2025.

CESSATION OF TRADING

The company ceased trading on 18 December 2025.

PRINCIPAL ACTIVITIES

In keeping with the company's core competency, its principal activities during the year continue to be aviation systems with some residual activity in mobile telecommunications. However as covered in previous years, aviation revenues now considerably exceed mobile revenues and will continue to take a larger percentage of the revenues each year.

The company's principal focus was in the area of sales, marketing and technical support supplementing in-house resources with external specialists as appropriate throughout the year.

Sales activity will continue to develop business in airline passenger self-service management with the parent companies range of Intelligent Passenger Systems (IPS) products for check-in, self-service baggage drop and other passenger processing solutions.

Revenue growth is envisaged for the upcoming year.

DIVIDENDS

No dividends will be distributed for the year ended 18 December 2025.

DIRECTORS

Dr G Oschmann has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

Mr D J Austin - resigned 15 January 2025

Mr M Midon Nieves - appointed 15 January 2025

GOING CONCERN

The directors agreed to cease the trade of the company on 18 December 2025. As a result, the entity has not been trading since that date and the financial statements have been prepared on a basis other than that of a going concern. This does not have any impact on recorded asset and liability values at 18 December 2025 which are presented at fair value in these financial statements.

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). 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;

-	state whether applicable 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 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.

ON BEHALF OF THE BOARD:

Dr G Oschmann - Director

5 January 2026

Opinion

We have audited the financial statements of SITA IPS UK Limited (the 'company') for the period ended 18 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 18 December 2025 and of its loss for the period 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.

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.

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:

Based on our understanding and accumulated knowledge of the Company and the sector in which it operates we considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements.

These included but were not limited to those that relate to the form and content of the financial statements, such as the accounting policies, United Kingdom Generally Accepted Accounting Practice, the UK Companies Act 2006 and those that relate to the payment of employees. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition around the year end. Our audit procedures included, but were not limited to:

- Agreement of the financial statement disclosures to underlying supporting documentation;

- Challenging assumptions and judgements made by management in their significant accounting estimates;

- Testing a sample of revenue items recognised around the period end;

- Identifying and testing a sample of journal entries, in particular any journal entries posted with specific keywords and certain selected characteristics;

- We performed a detailed review of the Company's period end adjusting entries and investigated any that appeared unusual as to the nature or amount and agreed to supporting documentation;

- We understood how the Company is complying with those legal and regulatory frameworks by making enquiries of management, and those responsible for legal and compliance procedures. We corroborated enquiries through our review of board minutes and other supporting documentation;

- We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

- We held discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and

- Obtaining an understanding of the control environment in monitoring compliance with laws and regulations.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Mr Nicholas Smith BFP, ACA, CTA (Senior Statutory Auditor)

for and on behalf of Villars Hayward LLP

Chartered Accountants,

Chartered Tax Advisers and Statutory Auditors

Boston House

Henley-on-Thames

RG9 1DY

6 January 2026

TURNOVER

5,958

328,045

Cost of sales

(2,039

)

5,647

GROSS PROFIT

7,997

322,398

Administrative expenses

14,510

312,862

OPERATING (LOSS)/PROFIT

5

(6,513

)

9,536

Interest payable and similar expenses

6

33

-

(LOSS)/PROFIT BEFORE TAXATION

(6,546

)

9,536

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(6,546

)

9,536

(LOSS)/PROFIT FOR THE PERIOD

(6,546

)

9,536

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(6,546

)

9,536

CURRENT ASSETS

Debtors

8

27,108

40,829

Cash at bank

447,007

454,353

474,115

495,182

CREDITORS

Amounts falling due within one year

9

36,135

50,656

NET CURRENT ASSETS

437,980

444,526

TOTAL ASSETS LESS CURRENT LIABILITIES

437,980

444,526

CAPITAL AND RESERVES

Called up share capital

10

1

1,600,000

Retained earnings

11

437,979

(1,155,474

)

SHAREHOLDERS' FUNDS

437,980

444,526

The financial statements were approved by the Board of Directors and authorised for issue on 5 January 2026 and were signed on its behalf by:

Dr G Oschmann - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1,600,000

(1,165,010

)

434,990

Changes in equity

Total comprehensive income

-

9,536

9,536

Balance at 31 December 2024

1,600,000

(1,155,474

)

444,526

Changes in equity

Issue of share capital

(1,599,999

)

-

(1,599,999

)

Total comprehensive income

-

1,593,453

1,593,453

Balance at 18 December 2025

1

437,979

437,980

1.	STATUTORY INFORMATION

SITA IPS UK Plc. is a public company, limited by shares incorporated in England and Wales and has its registered office and principal place of business at Boston House, Boston Road, Henley-on-Thames, RG9 1DY.

The principal activity of the company was that of the provision of mobile solutions and aviation systems.

The financial statements are presented in Sterling (£), which is also the functional currency of the company.

The company is a wholly owned subsidiary undertaking of SITA IPS Gmbh, a company registered in Germany.

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.

The financial statements have been prepared in accordance with applicable accounting standards.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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.

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.

Turnover

Revenue (described as Turnover) is the amount receivable for services rendered, net of returns, discounts and value added tax. Revenue is measured at the fair value of consideration received or receivable and is recognised at the point the service is delivered.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. The assets of the scheme are held separately from those of the company in an independent administered fund.

Financial assets and liabilities

Trade and other debtors are initially recognised at transaction price and are subsequently remeasured to amortised cost using the effective interest method, less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within current liabilities.

Trade and other creditors are initially recognised at transaction price and are subsequently remeasured to amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Going concern

The directors are required to consider the company's ability to continue as a going concern.

The directors agreed to cease the trade of the company on 18 December 2025. As a result, the entity has not been trading since that date and the financial statements have been prepared on a basis other than that of a going concern. This does not have any impact on recorded asset and liability values at 18 December 2025 which are presented at fair value in these financial statements.

3.	EMPLOYEES AND DIRECTORS

Period

1.1.25

to

Year Ended

18.12.25

31.12.24

£

£

Wages and salaries

(31,416

)

235,025

Social security costs

-

12,005

Other pension costs

-

6,204

(31,416

)

253,234

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

Period

1.1.25

to

Year Ended

18.12.25

31.12.24

Sales

-

3

4.	DIRECTORS' EMOLUMENTS

Period

1.1.25

to

Year Ended

18.12.25

31.12.24

£

£

Directors' remuneration

(6,639

)

53,882

5.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

Period

1.1.25

to

Year Ended

18.12.25

31.12.24

£

£

Auditors' remuneration

8,000

7,200

Foreign exchange differences

-

42

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.1.25

to

Year Ended

18.12.25

31.12.24

£

£

Interest on tax paid late

33

-

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 18 December 2025 nor for the year ended 31 December 2024.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

18.12.25

31.12.24

£

£

Trade debtors

1,776

12,263

Amounts owed by group undertakings

35,871

21,775

VAT

739

-

Prepayments & accrued income

(11,278

)

6,791

27,108

40,829

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

18.12.25

31.12.24

£

£

Trade creditors

3,703

3,585

Amounts owed to group undertakings

25,264

-

Social security and other taxes

-

3,889

VAT

-

641

Accruals & deferred income

7,168

42,541

36,135

50,656

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

18.12.25

31.12.24

value:

£

£

1

Ordinary

£1

1

1,600,000

(31.12.24 - 1,600,000 )

On 6 November 2025 the share capital was reduced from 1,600,000 £1 Ordinary shares to 1 £1 Ordinary share.

11.

RESERVES

Retained

earnings

£

At 1 January 2025

(1,155,474

)

Deficit for the period

(6,546

)

Reduction in share capital

1,599,999

At 18 December 2025

437,979

12.	ULTIMATE PARENT COMPANY

The ultimate holding company is SITA IPS Gmbh which is incorporated in Germany. SITA IPS Gmbh is situated at Vosskuhle 37, 44141 Dortmund, Germany. Copies of the financial statements of SITA IPS UK Limited may be obtained from this address.

13.	GOING CONCERN

The directors agreed to cease the trade of the company on 18 December 2025. As a result, the entity has not been trading since that date and the financial statements have been prepared on a basis other than that of a going concern. This does not have any impact on recorded asset and liability values at 18 December 2025 which are presented at fair value in these financial statements.

14.	SUBSEQUENT EVENTS

Since the cessation of trade the company is now a dormant entity. The directors intend to liquidate the company and distribute the remaining net assets to the company's shareholder.