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Registered number: 07990435









THE CHANGE GROUP LONDON LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
THE CHANGE GROUP LONDON LIMITED
 
 
COMPANY INFORMATION


Directors
Mr S Zackariya 
Mrs B Zackariya (resigned 29 July 2022)
Mr I Cea Fornies (appointed 29 July 2022)




Company secretary
Mr C Mason



Registered number
07990435



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





 
THE CHANGE GROUP LONDON 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
Notes to the Financial Statements
13 - 29

 
THE CHANGE GROUP LONDON LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The Directors are pleased to present their Strategic Report for The Change Group London Limited for the year ended 31st December 2022.
The principal activity of the Company is the provision of bureau de change services.  These services are delivered at high street, railway and airport locations across the UK.
During 2022, the Company made great progress in terms of recovery from the impact of Covid-19 on its business.  We are taking advantage of the opportunities presented by the availability of good retail locations, opening in Glasgow in April 2022.  We commenced operations at the King’s Cross / St Pancras Eurostar terminal in January 2022. We have also been successful in our tender activities, winning the FX concession at Luton airport, commencing operations in April 2022.
Since the year end, we have been successful in tendering for the FX concessions at Stansted, East Midlands, and Newcastle airports, commencing operations at all three in April 2023. We have also opened high street bureau at Queensway, London, three shops on Oxford Street in London and one at Derbion shopping centre, Derby.
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, the Company's ultimate parent at the time of acquisition, with an option to purchase the remaining shares over the next 5 years. This transaction strengthens the ChangeGroup's financial capacity and ability to grow the business to be one of the top foreign exchange providers in the world.

Business review
 
The results of the company for the year ended 31 December 2022 show turnover of £15,627,430 (2021: £1,218,860 and an EBITDA of £3,294,510 (2021: loss £597,963).

Principal risks and uncertainties
 
Operational Risk:
Operational risks include risks arising within the organisation from inadequate and failed internal processes, systems, and unskilled staff. The Company 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 Company has investments in companies which operate in 9 countries, and as a result of this it is subject to foreign currency exposure. However, this risk is mitigated by the geographic spread of the company’s investments.
Price, Credit and Cash Flow Risk:
The Company’s principal financial instruments comprise bank balances and loans to and from its subsidiaries. The main purpose of these instruments is to finance the Group’s operations. 
Liquidity risk is managed by maintaining a minimal bank balance in the company.  
Intra-group debtor and creditor balances are managed in order to facilitate the funding of the Company’s subsidiary operating companies.

Page 1

 
THE CHANGE GROUP LONDON LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Financial key performance indicators
 
For the Company, the primary performance indicator is profit after tax which, for the year ended 31 December 2022, was £2,261,716 (2021: loss £820,917).

Directors' statement of compliance with duty to promote the success of the Company
 
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.



................................................
Mr I Cea Fornies
Director

Date: 2 April 2024
Page 2

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

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;

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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,261,716 (2021 - loss £820,917).

No dividends were declared or paid in the period. 

Directors

The directors who served during the year were:

Mr S Zackariya 
Mrs B Zackariya (resigned 29 July 2022)
Mr I Cea Fornies (appointed 29 July 2022)

Future developments

The rebound of international tourism and structural changes in the retail international Foreign Exchange sector, with competitors exiting the market, has presented multiple growth opportunities to the Company. During 2023 we opened 8 branches and in the first half of 2024, we expect to open 1 new branch. These are in prime locations, mostly in London, but including Bath and Derby.
Having delivered a profit of £2,261,716 for the year ended 31 December 2022 (2021: loss £820,917), the directors look forward to the future with great optimism.

Page 3

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Qualifying third party indemnity provisions

During the year, and at the date of this report, the Company has in place qualifying third part indemnity provisions for the benefit of the directors. 

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 auditorsHarris & Trotter LLPwill 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 I Cea Fornies
Director

Date: 2 April 2024
Page 4

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON LIMITED
 

Opinion


We have audited the financial statements of The Change Group London Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 2022 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON 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 ReportOur 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

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON 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.


Other matters 
 

The financial statements of The Change Group London Limited for the year ended 31 December 2021, were audited by another auditor who expressed an unmodified opinion on those statements on 30 June 2023.
Page 7

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON 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 2006Our 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

2 April 2024
Page 8

 
THE CHANGE GROUP LONDON LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
15,627,430
1,218,861

Cost of sales
  
(303,415)
(42)

Gross profit
  
15,324,015
1,218,819

Administrative expenses
  
(12,396,250)
(2,459,597)

Other operating income
 5 
69,333
311,569

Operating profit/(loss)
 6 
2,997,098
(929,209)

Interest payable and similar expenses
 10 
(96,754)
(4,489)

Profit/(loss) before tax
  
2,900,344
(933,698)

Tax on profit/(loss)
 11 
(638,628)
112,781

Profit/(loss) for the financial year
  
2,261,716
(820,917)

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 13 to 29 form part of these financial statements.
Page 9

 
THE CHANGE GROUP LONDON LIMITED
REGISTERED NUMBER: 07990435

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 12 
3,625
184,292

Tangible assets
 13 
809,648
89,173

  
813,273
273,465

Current assets
  

Stocks
 14 
209
706

Debtors: amounts falling due within one year
 15 
1,919,081
575,793

Cash at bank and in hand
 16 
6,222,221
806,346

  
8,141,511
1,382,845

Current liabilities
  

Creditors: amounts falling due within one year
 17 
(2,735,984)
(1,615,614)

Net current assets/(liabilities)
  
 
 
5,405,527
 
 
(232,769)

  

Total assets less current liabilities
  
6,218,800
40,696

Creditors: amounts falling due after more than one year
 18 
(3,791,602)
-

Provisions for liabilities
  

Deferred tax
 19 
(124,786)
-

  
 
 
(124,786)
 
 
-

Net assets
  
2,302,412
40,696


Capital and reserves
  

Called up share capital 
 20 
500,000
500,000

Profit and loss account
 21 
1,802,412
(459,304)

  
2,302,412
40,696

Page 10

 
THE CHANGE GROUP LONDON LIMITED
REGISTERED NUMBER: 07990435
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022

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




................................................
Mr I Cea Fornies
Director

Date: 2 April 2024

The notes on pages 13 to 29 form part of these financial statements.
Page 11

 
THE CHANGE GROUP LONDON LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2021
500,000
361,613
861,613


Comprehensive income for the year

Loss for the year
-
(820,917)
(820,917)



At 1 January 2022
500,000
(459,304)
40,696


Comprehensive income for the year

Profit for the year
-
2,261,716
2,261,716


At 31 December 2022
500,000
1,802,412
2,302,412


The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

The Change Group London Limited is a private company limited by shares and incorporated in England & Wales, registration number 07990435. The registered office is 353 Oxford Street, London, W1C 2JG. The principal activity of the company is operating and developing retail Bureau de Change and ATM business.

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

After reviewing the Company's forecasts and projections, which cover the 12-month period from the date of signing of the financial statements, the directors have a reasonable expectation that the Company have adequate resources to continue in operational existence for the foreseeable future. We consider that the current cash resources and those generated from the day-to-day operations of the business are sufficient to meet the existing needs of the business. 
The acquisition of the Group by Prosegur Cash S.A. on 29th July 2022 resulted in the repayment of the Group overdraft facility and loan from Lloyds Bank. The shareholders agreement between Sacha Zackariya and Prosegur Cash S.A. secures the provision of debt funding by Prosegur, third parties or otherwise by way of additional equity funding. Our forecasts do not anticipate the utilisation of this additional available funding. 
Since the acquisition of The Change Group by Prosegur Cash S.A., the Group has been successful in winning several airport and railway station concessions and is taking advantage of the opportunities available in the sector. This offers the Company great opportunities for growth. 
The Company therefore continues to adopt the going concern basis in preparing the consolidated financial statements.

Page 13

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
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'.

 
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. The following criteria must also be met before revenue is recognised:

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.

Page 14

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

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

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

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.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

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.

Page 16

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.13
Tangible fixed assets (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:

Long-term leasehold property
-
over the length of the lease or contract
Fixtures and fittings
-
5 years straight line
Office equipment
-
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.

 
2.14

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 first in, first out basis. 

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.

 
2.15

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.

 
2.16

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.

 
2.17

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

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.18

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.

 
2.19

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.

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 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.

Page 18

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


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.
The critical judgements that have been made in arriving at the amounts recognised in the Company's financial statements and the key sources of estimation and uncertainty that have a significant risk of causing material adjustment to the carrying values of assets and liabilities within the next financial year are as follows:
Deferred Taxation
The future taxable income in which deferred tax assets can be utilised is based on the Groups latest budgets and forecast. Deferred tax liabilities are recognised in full. 

Page 19

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

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


2022
2021
£
£

Bureau de Change
14,762,766
1,195,853

ATM
819,256
-

Other Income
45,408
23,008

15,627,430
1,218,861


All turnover arose within the United Kingdom.


5.


Other operating income

2022
2021
£
£

Net rents receivable
69,333
18,000

Government grants receivable
-
129,771

Sundry income
-
163,798

69,333
311,569



6.


Operating profit/(loss)

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

2022
2021
£
£

Rent and concession fees
7,329,735
783,384

Staff costs
1,873,169
391,567

Rates
501,525
337,366

Management fees
388,035
332,608

Depreciation
297,411
331,246

Page 20

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2022
2021
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
34,104
20,973

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs were as follows:


2022
2021
£
£

Wages and salaries
1,690,680
355,371

Social security costs
156,623
29,285

Cost of defined contribution scheme
25,867
6,911

1,873,170
391,567


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


        2022
        2021
            No.
            No.







Administrative and operations staff
67
17


9.


Directors' remuneration

During the year, the directors received £Nil (2021: £Nil) emoluments or benefits for services provided to the company.


10.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
5,067
4,489

Intercompany loan interest
91,687
-

96,754
4,489

Page 21

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Taxation


2022
2021
£
£

Corporation tax


Group relief payable
504,875
-

Adjustments in respect of previous periods
-
(116,107)


504,875
(116,107)


Total current tax
504,875
(116,107)

Deferred tax


Origination and reversal of timing differences
133,753
2,530

Changes to tax rates
-
(2,759)

Adjustments in respect of prior periods
-
3,555

Total deferred tax
133,753
3,326


Tax on profit/(loss)
638,628
(112,781)
Page 22

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Profit/(loss) on ordinary activities before tax
2,900,344
(933,699)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
551,065
(177,403)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
15,031
94,851

Capital allowances for year in excess of depreciation
(78,641)
-

Other permanent differences
-
(6,875)

Adjustments to tax charge in respect of prior periods
-
(116,107)

Unrelieved tax losses carried forward
-
91,957

Non-trading loan relationship deficits carried forward
17,420
-

Deferred tax movement
133,753
-

Adjust closing deferred tax to average rate
-
(2,759)

Adjust opening deferred tax to average rate
-
3,555

Group relief
(504,875)
-

Group relief payable
504,875
-

Total tax charge for the year
638,628
(112,781)


Factors that may affect future tax charges

The corporation tax main rate will increase from 19% to 25% from April 2023. 

Page 23

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Intangible assets




Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2022
7,500
2,550,000
2,557,500



At 31 December 2022

7,500
2,550,000
2,557,500



Amortisation


At 1 January 2022
2,375
2,370,833
2,373,208


Charge for the year on owned assets
1,500
179,167
180,667



At 31 December 2022

3,875
2,550,000
2,553,875



Net book value



At 31 December 2022
3,625
-
3,625



At 31 December 2021
5,125
179,167
184,292



Page 24

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Tangible fixed assets





Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2022
761,838
216,617
36,420
1,014,875


Additions
271,192
558,649
6,462
836,303


Transfers intra group*
49,571
-
26,830
76,401



At 31 December 2022

1,082,601
775,266
69,712
1,927,579



Depreciation


At 1 January 2022
706,782
211,245
7,675
925,702


Charge for the year on owned assets
47,396
66,680
2,669
116,745


Transfers intra group*
48,838
-
26,646
75,484



At 31 December 2022

803,016
277,925
36,990
1,117,931



Net book value



At 31 December 2022
279,585
497,341
32,722
809,648



At 31 December 2021
55,056
5,373
28,744
89,173

* Represents assets transferred from The Change Group Corporation Limited pertaining to the operations of 353 Oxford Street branch. These assets were taken over at book value.

Page 25

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Stocks

2022
2021
£
£

Finished goods and goods for resale
209
706

209
706



15.


Debtors

2022
2021
£
£


Amounts owed by group undertakings
1,001,887
73,456

Other debtors
71,913
62,041

Prepayments and accrued income
845,281
251,039

Tax recoverable
-
180,290

Deferred taxation
-
8,967

1,919,081
575,793



16.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
6,222,221
806,346

Less: bank overdrafts
-
(64,964)

6,222,221
741,382


Page 26

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Creditors: Amounts falling due within one year

2022
2021
£
£

Bank overdrafts
-
64,964

Trade creditors
1,474,757
1,108,875

Amounts owed to group undertakings
416,316
305,323

Other taxation and social security
117,306
12,145

Other creditors
50,686
7,043

Accruals
676,919
117,264

2,735,984
1,615,614



18.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Amounts owed to group undertakings
3,791,602
-

3,791,602
-



19.


Deferred taxation




2022


£






At beginning of year
8,967


Charged to profit or loss
(133,753)



At end of year
(124,786)

The deferred taxation balance is made up as follows:

2022
2021
£
£


Accelerated capital allowances
(124,786)
8,967

(124,786)
8,967

Page 27

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

20.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



500,000 (2021 - 500,000) Ordinary shares of £1.00 each
500,000
500,000


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


21.


Reserves

Profit and loss account

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


22.


Contingent liabilities

The company has provided cross guarantees in the form of a debenture dated 12 July 2012 and an omnibus guarantee and a set-off agreement dated 11 January 2012 in respect of its fellow group undertaking's borrowings. The amounts outstanding are disclosed in those Company's financial statements. 


23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately 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 £25,867 (2021: £6,911). There were no contributions payable to the scheme at the reporting date. 


24.


Commitments under operating leases

At 31 December 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
£
£


Not later than 1 year
3,898,297
417,671

Later than 1 year and not later than 5 years
12,530,963
1,016,384

Later than 5 years
1,763,750
147,068

18,193,010
1,581,123

Page 28

 
THE CHANGE GROUP LONDON LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

25.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 paragraph 33.1a not to disclose transactions entered into between two or more members of a group where subsidiaries party to the transactions are wholly owned by such a member. 
Key management personnel are remunerated through other group entities therefore remuneration of key management personnel amounted to £Nil (2021: £Nil). 
During the year the company received loans of £3,699,914 from Prosegur Cash S.A, a company under common control. The interest accrued was £91,687. At the year end the company owed £3,791,601 in respect of the loans from Prosegur Cash S.A. This balance is included in amounts owed to group undertakings within creditors falling due in over 1 year.  
The company also owed £83,616 to a group entity under common control, included in amounts owed to group undertakings within creditors falling due in less than 1 year. 
Included in Other creditors is a balance of £9,362 (2021: £942) due to Alpha Centurion Services Ltd, a company owned by close family of a director. 


26.


Controlling party

The immediate parent company is The Change Group International Plc, a company registered in England and Wales with registered office address of 353 Oxford Street, London, W1C 2JG. 
The Company's financial statements are consolidated as part of the group financial statements drawn up by The Change Group International (Holdings) Ltd, the parent company of The Change Group International Plc. 
The consolidated financial statements of The Change Group International (Holdings) Ltd are publicly available at Companies House. 
The ultimate controlling party is Gubel S.L., a company incorporated in Madrid, Spain, and the ultimate parent of The Change Group International (Holdings) Ltd. 
 
Page 29