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Registered number: 13682878









PROSEGUR CHANGE UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

 
PROSEGUR CHANGE UK LIMITED
 
 
COMPANY INFORMATION


Directors
Mr I Cea Fornies (appointed 15 October 2021)
Mr P Crombie (appointed 15 February 2022)
Mr J Lopez-Huerta Martin (appointed 15 February 2022)




Company secretary
Mr P Greene



Registered number
13682878



Registered office
353 Oxford Street

London

W1C 2JG




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditor

101 New Cavendish Street

1st Floor South

London

W1W 6XH




Solicitors
Mishcon de Reya LLP
Africa House

70 Kingsway

London

WC2B 6AH





 
PROSEGUR CHANGE UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 25

 
PROSEGUR CHANGE UK LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

Introduction
 
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. 

Business review
 
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.

Principal risks and uncertainties
 
Details of the Group's financial risk management objectives and policies are as follows:                                                  
Operational Risk:                                                                                                                                                                
Operational risks include risks arising within the organisation from inadequate and failed internal processes, systems and unskilled staff. The Group seeks to mitigate this risk by establishing internal operational manuals,
regular internal audits, ensuring staff receive ongoing training, backed up by exams and qualifications, rigorous recruitment processes with psychometric testing, as well as investing in efficient IT systems.
Liquidity Risk:
                                                                                                                                                          
Liquidity risk covers the requirement of the company holding sufficient funds to meet its obligations and working capital funding. The company manages this with regular cash flow forecasts and having ongoing support from the wider Change Group and Prosegur Group.
Physical Risk:                                                                                                                                                             
Physical risk arises from exposure to theft, fire and natural disasters. The company mitigates this risk by high security branch and ATM design, maintaining appropriate and effective security processes and systems, extensive staff training and insurance policies. 
Compliance and AML Risk:    
                                                                                                                                 
Compliance and AML Risk relate mainly to possible failure to meet 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
Page 1

 
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. 

Financial key performance indicators
 
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.



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

Date: 2 April 2024
Page 2

 
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.

Directors

The directors who served during the period were:

Mr I Cea Fornies (appointed 15 October 2021)
Mr P Crombie (appointed 15 February 2022)
Mr J Lopez-Huerta Martin (appointed 15 February 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.

Principal activity

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

Results and dividends

The profit for the period, after taxation, amounted to £865,874.

No dividends declared or paid in the period. 

Future outlook

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.

Page 3

 
PROSEGUR CHANGE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

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

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

Opinion


We have audited the financial statements of Prosegur Change UK Limited (the 'Company') for the 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 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 period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

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


Other information


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

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


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Page 7

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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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

 
PROSEGUR CHANGE UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
Note
£

  

Turnover
 4 
15,748,183

Cost of sales
  
(1,555,995)

Gross profit
  
14,192,188

Administrative expenses
  
(12,668,647)

Operating profit
 5 
1,523,541

Interest payable and similar expenses
 9 
(357,920)

Profit before tax
  
1,165,621

Tax on profit
 10 
(299,747)

Profit for the financial period
  
865,874

There were no recognised gains and losses during the period other than those included in the statement of comprehensive income.

There was no other comprehensive income during the period to 31 December 2022. 

The notes on pages 14 to 25 form part of these financial statements.
Page 9

 
PROSEGUR CHANGE UK LIMITED
REGISTERED NUMBER: 13682878

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Tangible assets
 11 
693,256

  
693,256

Current assets
  

Debtors: amounts falling due within one year
 12 
128,819

Cash at bank and in hand
 13 
7,128,596

  
7,257,415

Current liabilities
  

Creditors: amounts falling due within one year
 14 
(1,813,682)

Net current assets
  
 
 
5,443,733

Total assets less current liabilities
  
6,136,989

Creditors: amounts falling due after more than one year
 15 
(5,101,958)

Provisions for liabilities
  

Deferred tax
 17 
(169,057)

  
 
 
(169,057)

Net assets
  
865,974


Capital and reserves
  

Called up share capital 
 18 
100

Profit and loss account
 19 
865,874

  
865,974


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 14 to 25 form part of these financial statements.
Page 10

 
PROSEGUR CHANGE UK LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
865,874
865,874


Contributions by and distributions to shareholders

Shares issued during the period
100
-
100


Total transactions with shareholders
100
-
100


At 31 December 2022
100
865,874
865,974

The notes on pages 14 to 25 form part of these financial statements.

Page 11

 
PROSEGUR CHANGE UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
£

Cash flows from operating activities

Profit for the financial period
865,874

Adjustments for:

Depreciation of tangible assets
127,844

Interest paid
357,920

Taxation charge
299,747

(Increase)/decrease in debtors
(45,155)

(Increase)/decrease in amounts owed by groups
(83,665)

Increase in creditors
1,672,170

Increase in amounts owed to groups
10,823

Net cash generated from operating activities

3,205,558


Cash flows from investing activities

Purchase of tangible fixed assets
(821,100)

Net cash from investing activities

(821,100)

Cash flows from financing activities

Issue of ordinary shares
100

New loans from group companies
5,101,958

Interest paid
(357,920)

Net cash used in financing activities
4,744,138

Net increase in cash and cash equivalents
7,128,596

Cash and cash equivalents at the end of period
7,128,596


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
7,128,596

7,128,596


The notes on pages 14 to 25 form part of these financial statements.

Page 12

 
PROSEGUR CHANGE UK LIMITED
 

ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022



Cash flows
At 31 December 2022
£

£

Cash at bank and in hand

7,128,596

7,128,596

Debt due after 1 year

(5,101,958)

(5,101,958)

Debt due within 1 year

-

-


2,026,638
2,026,638

The notes on pages 14 to 25 form part of these financial statements.
Page 13

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Going concern

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

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

Page 14

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Revenue

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

Bureau de Change turnover is the difference between the cost and selling price of currency (the margin), together with commissions on the sale and purchase of currencies at the bureau de change, and is recognised once the transaction is executed. 
ATM turnover represents margins earned on foreign currency transactions, service fees and fees payable by card and scheme providers at the time of the execution of transactions. 
All turnover is recognised exclusive of VAT. 

 
2.5

Operating leases: the Company as lessee

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

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

 
2.6

Finance costs

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

 
2.7

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

 
2.9

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

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

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

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

Page 16

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.10

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.

 
2.11

Cash and cash equivalents

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

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

 
2.12

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.

 
2.13

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.

 
2.14

Financial instruments

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

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

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other 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
Page 17

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.14
Financial instruments (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.

Page 18

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. 
Estimates and assumptions
There are no critical estimation uncertainties or assumptions in the preparation of these financial statements. 


4.


Turnover

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


2022
£

Bureau de Change
10,194,345

ATM
5,532,822

Other income
21,016

15,748,183


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2022
£

Rent and concession fees
8,812,680

Staff costs
2,118,436

Management charges
735,386


6.


Auditors' remuneration

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


2022
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
22,000

Page 19

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

7.


Employees

Staff costs were as follows:


2022
£

Wages and salaries
1,879,009

Social security costs
184,441

Staff private health insurance
17,818

Cost of defined contribution scheme
37,168

2,118,436


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


        2022
            No.






Administrative and operations staff
53


8.


Directors' remuneration

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


9.


Interest payable and similar expenses

2022
£


Intercompany loan interest
357,920

357,920

Page 20

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

10.


Taxation


2022
£

Corporation tax


Current tax on profits for the year
130,690


130,690


Total current tax
130,690

Deferred tax


Origination and reversal of timing differences
169,057

Total deferred tax
169,057


Taxation on profit on ordinary activities
299,747

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2022
£


Profit on ordinary activities before tax
1,165,621


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
221,468

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
203

Capital allowances for period in excess of depreciation
(138,704)

Capitalised costs ineligible for capital allowances but allowable as revenue items
(20,282)

Deferred taxation
169,057

Accrued and notional interest not deductible for tax purposes
68,005

Total tax charge for the period
299,747


Factors that may affect future tax charges

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

Page 21

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

11.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


Additions
19,976
798,645
2,479
821,100



At 31 December 2022

19,976
798,645
2,479
821,100



Depreciation


Charge for the period on owned assets
2,947
124,484
413
127,844



At 31 December 2022

2,947
124,484
413
127,844



Net book value



At 31 December 2022
17,029
674,161
2,066
693,256


12.


Debtors

2022
£


Trade debtors
8,134

Amounts owed by group undertakings
83,665

Other debtors
8,356

Prepayments
28,664

128,819



13.


Cash and cash equivalents

2022
£

Cash at bank and in hand
7,128,596

7,128,596


Page 22

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

14.


Creditors: Amounts falling due within one year

2022
£

Trade creditors
197,828

Amounts owed to group undertakings
10,823

Corporation tax
130,690

Other taxation and social security
77,486

Other creditors
24,512

Accruals
1,372,343

1,813,682



15.


Creditors: Amounts falling due after more than one year

2022
£

Amounts owed to group undertakings
5,101,958

5,101,958



16.


Financial instruments

2022
£

Financial assets


Financial assets measured at amortised cost
7,228,751


Financial liabilities


Financial liabilities measured at amortised cost
6,707,463


Financial assets measured at amortised cost comprise cash and cash equivalents, trade debtors and loans receivable.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors, loans payable and accruals.

Page 23

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

17.


Deferred taxation



2022


£






Charged to profit or loss
(169,057)



At end of year
(169,057)

The deferred taxation balance is made up as follows:

2022
£


Accelerated capital allowances
(169,057)

(169,057)


18.


Share capital

2022
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100


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. 


19.


Reserves

Profit and loss account

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

Page 24

 
PROSEGUR CHANGE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

20.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the scheme and amounted to £37,168. Contributions totalling £12,102 were payable to the scheme at the reporting date and are included in Other creditors.


21.


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
£


Not later than 1 year
14,235,736

Later than 1 year and not later than 5 years
7,102,883

21,338,619


22.


Related party transactions

Key management personnel are remunerated through the parent and other group entities therefore remuneration of key management personnel amounted to £Nil.
During the period the company received loans of £10,244,039 from its' parent company and made a capital repayment of £5,500,000 against these loans. The interest accrued was £357,920. At the period end the company owed £5,101,958 in respect of the loans from the parent. This balance is included in amounts owed to group undertakings within creditors falling due in over 1 year.  
During the period the company was charged a management fee of £735,386 by a group entity under common control. At the period end the company was owed £83,665 by group entities under common control, included in amounts owed by group undertakings within debtors. The company also owed £10,823 to a group entity under common control, included in amounts owed to group undertakings within creditors falling due in less 1 year. 


23.


Controlling party

The immediate parent company is Prosegur Cash S.A., a company incorporated in Spain, whose registered office address is Calle Santa Sabina, 8, 28007 Madrid, Spain. Prosegur Cash S.A. produces consolidated financial statements which are publicly available online at https://www.prosegurcash .com/en/investors -shareholders/financial -information/annual -reports. 
The ultimate controlling party is Gubel S.L., a company incorporated in Madrid, Spain, and the ultimate parent of the Prosegur Group. 
 
Page 25