Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
COMPANY INFORMATION
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PROSEGUR CHANGE UK LIMITED
CONTENTS
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PROSEGUR CHANGE UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors are pleased to present their Strategic Report for the company for the period from incorporation to 31 December 2022.
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.
On 27 March 2022, the company started operating the foreign exchange concession at Gatwick airport. The timing coincided with the re-opening of the North terminal with the South terminal opening a month later. We now operate 15 foreign exchange bureaux and 68 ATMs at the airport.
With travel restrictions lifted, passenger numbers have grown over the course of the year and the company has enjoyed a profitable first period of operation. We look forward to continuing growth in passenger numbers and a profitable second year of operation.
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 the 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
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PROSEGUR CHANGE UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
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.
Turnover in the period was £15.75m and EBITDA generated was £1.65m. The average transaction value (ATV) was £153.
This report was approved by the board and signed on its behalf.
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PROSEGUR CHANGE UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the period ended 31 December 2022.
The directors who served during the period were:
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;
∙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.
The profit for the period, after taxation, amounted to £865,874.
No dividends declared or paid in the period.
The Company is seeking to consolidate its' first year of operation, continuing to deliver a first-class service to passengers, retailers and staff of Gatwick Airport. The rebound of international tourism is expected to continue and increasing passenger numbers lead the directors to have a positive outlook for the year ahead.
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PROSEGUR CHANGE UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
There have been no significant events affecting the Company since the year end.
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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PROSEGUR CHANGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK LIMITED
We have audited the financial statements of Prosegur Change UK Limited (the 'Company') for the period ended 31 December 2022, 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).
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.
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.
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PROSEGUR CHANGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK 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 Strategic Report and the Directors' Report for the financial period 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.
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.
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PROSEGUR CHANGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK 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 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.
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PROSEGUR CHANGE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROSEGUR CHANGE UK 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
W1W 6XH
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PROSEGUR CHANGE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
REGISTERED NUMBER: 13682878
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 25 form part of these financial statements.
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PROSEGUR CHANGE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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
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:
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.
Functional and presentation currency
Transactions and balances
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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:
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.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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 receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
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.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Estimates and assumptions There are no critical estimation uncertainties or assumptions in the preparation of these financial statements.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
During the period, the directors received £Nil emoluments or benefits for services provided to the company.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The corporation tax main rate will increase from 19% to 25% from April 2023.
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
There were two share allotments during the period: On incorporation on 15 October 2021 1 Ordinary Share was allotted and issued at a nominal value of £1.00. On 15 February 2022 99 Ordinary Shares were allotted and issued at a nominal value of £1.00 each.
Profit and loss account
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PROSEGUR CHANGE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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 £37,168. Contributions totalling £12,102 were payable to the scheme at the reporting date and are included in Other creditors.
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.
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