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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
COMPANY INFORMATION
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
CONTENTS
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors are pleased to present their Strategic Report for The Change Group International (Holdings) Ltd and its subsidiaries for the year ended 31st December 2025.
The principal activity of The Change Group International (Holdings) Ltd is that of a holding company. The trading subsidiaries operate ultra-prime currency exchange branches, tax refund services for international shoppers, international money transfers and a network of multi-currency ATMs. Since its foundation in 1992, ChangeGroup has grown to become one of the world's largest international Bureau de Change groups, with strong fundamentals and a decades long track record. It has enjoyed double digit top line and EBITDA growth prior to the pandemic and previously successfully managed other disasters that have hit the travel industry over the last 30 years, such as the 9-11 terror attacks and SARS. ChangeGroup has won multiple awards, including the Queen's Award for Enterprise from Her Majesty Queen Elizabeth II and the EU's top 500 Job Creating Companies award, presented by the former German Chancellor, Gerhard Schroeder. Group subsidiaries have also been recognised for outstanding performance, notably ChangeGroup France, which has received the highest G3++ financial strength rating from the Banque de France in 2019. Change Group has grown to serve over 4 million customers through our Branch location and around 3 million customers through our ATMs each year. Tens of thousands of retailers and hospitality businesses around the world depend on customers that ChangeGroup attracts and serves. In July 2022, Prosegur Cash S.A., a public company listed on the Bilbao, Barcelona, Madrid and Valencia Stock Exchanges purchased 65% of the issued share capital of The Change Group International (Holdings) Ltd with an option to purchase the remaining shares over the next 5 years. This transaction strengthens the Change Group's financial capacity and ability to grow the business to be one of the top foreign exchange providers in the world.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
At the start of 2025, the Group comprised of 204 branches and 273 ATMs. At the date of this report, the group had 200 branches and 243 ATMs.
In recent years, the retail foreign exchange market, including gateways and key retail environments, has shifted to the provision of "one-stop-shop" solutions, with a range of financial services offered to travellers and shoppers. ChangeGroup's ability to provide ATMs, international transfers and tax refunds, alongside traditional retail foreign exchange, has become an essential part of its service provision, marking it out as one of the few global operators able to do so. The Group has achieved an international reputation for running professional airport, gateway and ultra prime location currency exchange branches. The Group regularly tenders for major airport and gateway contracts, as one of the few global leaders in this sector that can meet the exacting needs of these high-volume airports. In June 2024, an application was made to His Majesty’s Revenue & Customs (“HMRC”) to update the Partial Exemption Special Method (“PESM”) in use by the UK operating companies. Prosegur Change UK Ltd, which operates the foreign exchange concession at Gatwick airport has not recovered any VAT in the period from first registration in February 2022 to date, writing off all input VAT to the profit and loss account. The company was added to the VAT group in December 2023 and is included in the PESM. The company received the approval to use the PESM from HMRC during 2025. The UK business has been somewhat impacted by the UK ceasing to provide tax refunds to non-resident shoppers, which was a good source of revenue pre-Brexit, though it has expanded in other countries where British shoppers and other nationalities are travelling. The Group also has an important relationship with Western Union for money transfers and has its own PSD2 license for bill payments in the EU. In July 2024, The Change Group International plc, an intermediary holding company within the Group, sold its trademarks and brand names to Prosegur Cash S.A. for £5.6m. Following this sale, group operating companies will be charged a royalty for the use of the use of the trademarks and brand names. In the summer of 2025, the Group completed the refurbishment and opening of its 12 new branches at 3 key terminals at Changi Airport in Singapore, which is one of the busiest and most award winning airports in the world. The Prosegur Group has assisted in the smooth operation of this by leveraging the local team it already has in Singapore, and this model of entering in existing territories of the Prosegur Group is one we aim to build on in the coming years. The Foreign Exchange cash business at airports has seen a steady decline over the years as a combination of the decline in usage of Cash and a global shift to digital and Card. The Company saw this decline continue through 2025, with all Global Airports seeing a decline in volumes. In 2025, the Company renegotiated the operational contracts at multiple UK and International Airports to reflect this decline seen in volumes with the aim to reduce any onerous obligations and improve the profitability of the business. The Business also undertook significant restructuring and cost take-out operation in 2025, to re-align the business to the declining trends. While focusing on optimising profitability, the Company has also continued on its growth plan, with investment in new business operations at Frankfurt Airport in Germany and The John F Kennedy Airport in the United States of America. The Company also continued to grow its Digital footprint with focus on Travel Money Online and has tested the Digital Card with plan for a full launch in 2026.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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. Currency Risk: The Group operates in 16 countries, and as a result of this it is subject to foreign currency exposure on translation of results to sterling. Due to its geographic diversification, the wider Group business broadly has a natural hedge from currency devaluations in its countries. In short, where the business loses out in one country due to a currency devaluation, the Group's trading in another country typically benefits from such a devaluation. Furthermore, at a country level, the operations also benefit from changes in % based commissions charged to retail customers. The Group has a theoretical currency risk when a currency devalues in a country where ChangeGroup does not have any operations, and in the unlikely event that it would carry large stocks of such currency. Globally over 95% of the Group's transactions are conducted in either USD, GBP or EUR so this risk is limited. Liquidity Risk: Liquidity risk covers the requirement of the Group holding sufficient funds to meet its obligations and working capital funding. The Group manages this with regular cash flow forecasts and having ongoing support from financial institutions in the UK, Europe and USA. Physical Risk: Physical risk arises from the Group's exposure to theft, fire and natural disasters. The Group mitigates this risk by high security branch and ATM design, maintaining appropriate and effective security processes and systems, extensive staff training, and insurance policies. The Group also benefits from its large, diversified portfolio of branches and ATMs across a wide geographical area, which spreads the risk of an isolated physical event having a detrimental effect at Group-level. Compliance and AML Risk: Compliance and AML Risk relates mainly to the Group's possible failure to meet the relevant rules and regulations that apply to its business. The Group 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, and the front office IT platforms access government databases and sanctions lists for rigorous KYC checks. The Group's platforms also have strict automated controls and detailed reporting and analytical capabilities. The actual transaction-level risk is considered to be comparatively small, since the Group's average transaction size is less than £350 and it primarily serves tourist shoppers. The Group also employs compliance and AML officers in each country in which it operates, who report directly to the Group’s AML Committee which comprises members of the board and the group AML officer. All major AML decisions are taken by this committee. 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. As a leading figure within the industry, the Group is often consulted on best practice.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Price, Credit and Cash Flow Risk:
The Group's principal financial instruments comprise bank balances, trade debtors, trade creditors, loans to the business and finance lease agreements. The main purpose of these instruments is to finance the Group's operations. The Group has very few trade debtors as almost all of its customers are private retail customers who pay for their purchases prior to a transaction taking place. Currency pricing in branches, online and in the Group's ATMs, is updated and is arranged with margins typically in excess of 10%. This would absorb most market fluctuations. More than 95% of the Group's transactions involve either Sterling, Euros or US Dollars which have excellent liquidity in the marketplace. In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility, through the use of overdrafts at floating rates of interest. All of the Group's cash balances are held in a way that achieves a competitive rate of interest. The business makes use of money market facilities where funds are available. Trade debtors are managed in respect of credit and cash flow risk by credit level policies and by regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of any allowances for doubtful debts. Trade creditors' liquidity risk (principally rent payments) is managed by ensuring sufficient funds are available to meet amounts due. Loans payable on the balance sheet comprises loans from financial institutions. The interest rates and monthly repayments are fixed. The Group manages the liquidity risk by ensuring that there are sufficient funds to meet the scheduled repayments.
Turnover:
Group net turnover in 2025 increased by 11% due to the expansion of the Group into new territories and opening additional high street branches in several countries. Profit before tax: Profit before tax is higher than 2024 due to the steps taken to close lossmaking operations and renegotiate contracts with landlords. Average transaction value: The decrease in ATV is a reflection of the expected change in the mix of gateways and high street branches and therefore the mix of selling and buying branches within the Group.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
Section 172 of the Companies Act 2006 requires the Directors of a company to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: • The likely consequences of any decisions in the long-term. • The interests of the Company's employees. • The need to foster the Company's business relationships with suppliers, customers and others. • The impact of the Company's operations on the community and environment. • The desirability of the Company maintaining a reputation for high standards of business conduct; and • The need to act fairly as between shareholders and the Company. As part of their induction, a Director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor. The Board confirms that, during the year, it has had regard to the matters set out above. Further details as to how the Directors have fulfilled their duties, are disclosed within the relevant areas within this Strategic Report, Directors' Report and Financial Statements.
This report was approved by the board and signed on its behalf.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
As a leading provider of foreign currency and financial services around the world, ChangeGroup has been serving international travellers and business customers since 1992. Throughout its three decades of service, ChangeGroup's focus on currency exchange and payments services in 127 locations, in 37 cities across the world has driven its growth, with continued plans for expansion. Innovative and with a constant eye on the future, ChangeGroup has also developed state of the art ATM systems and payment technologies, deploying these platforms across Europe, USA and Australia. As a result of its large retail network, hundreds of millions of people see its brand every year. ChangeGroup is proud to employ over 80 nationalities and the Group is honoured to have been recognised by so many outstanding institutions for its services. Most notably, ChangeGroup was awarded the prestigious Queen's Award for Enterprise in 2006 by HM Queen Elizabeth II. ChangeGroup has also been selected by the EU as one of the "Top 500 Job Creating Companies" in the Union, as well as being placed on the respected list of Sunday Times Top Track 250 companies, which records some of the biggest private mid-market growth companies in the UK.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £186 thousand (2024 - loss £554 thousand).
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors who served during the year were:
The Group plans to continue its growth path with emphasis on the countries in which we already operate but with expansion into new territories where new sites and tender opportunities present themselves. It is also launching new online services and a prepaid travel money card.
The Group is proud of its open, friendly, results-driven culture. A great deal of effort is made to train and empower multi-disciplinary teams around the world to create a strong, dynamic business focused on success. The Group's policy is to use '·Fair Process Decision Making" to consult and discuss with employees, through staff councils and at meetings of employee groups, any major matters likely to affect employees' interests. Information on matters of concern to employees is given through employee involvement teams, Company meetings, information bulletins, CEO update videos and reports, which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance. The Group believes this openness is a key factor in improved decision making, career development and team cohesiveness.
We value all our suppliers and have multi-year contracts with our key suppliers whom we work with closely to develop both our strengths and capabilities, as well as theirs. We see our suppliers as an extension of the Group and do our best to nurture them and likewise our suppliers have been very accommodating to the Group in prioritising us for important projects and deliveries. The Group's policy is to pay its creditors within its negotiated suppliers' terms. The amount owed to trade creditors on 31 December 2025 as a ratio of total purchases during the year is 125 days (2024: 133 days).
The Group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities. This can also include providing them with additional equipment and technical support as needed.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The methodology used in obtaining these figures was via utility consumption data for gas, oil, electricity, mileage
data for cars and refrigerant loss. Subsequently, the government conversion calculator was used to obtain the Tco2E. The intensity ratio chosen for 2025 is [ENTER]t CO2e (2024: [ENTER]t CO2e) per equivalent full time employee.
The business review covering branch and ATM operations around the globe is shown in the Strategic Report.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There have been no events occurring after the balance sheet date that require disclosure in these financial statements.
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.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
We have audited the financial statements of The Change Group International Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 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 Group's or the parent 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.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)
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 Group 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 noncompliance with laws and regulations, our procedures included the following: • We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102, Anti Money Laundering regulations and the Companies Act 2006. • We obtained an understanding of how the Group 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.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants & Statutory Auditor
101 New Cavendish Street
1st Floor South
United Kingdom
W1W 6XH
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 22 to 52 form part of these financial statements.
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THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 22 to 52 form part of these financial statements.
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