Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
COMPANY INFORMATION
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THE CHANGE GROUP LONDON LIMITED
CONTENTS
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THE CHANGE GROUP LONDON LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
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).
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.
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THE CHANGE GROUP LONDON LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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).
Section 172 of the Companies Act 2006 requires the directors of a company to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long-term. • The interests of the Company's employees. • The need to foster the Company's business relationships with suppliers, customers and others. • The impact of the Company's operations on the community and environment. • The desirability of the Company maintaining a reputation for high standards of business conduct; and • The need to act fairly as between shareholders and the Company: As part of their induction, a director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor. The Board confirms that, during the year, it has had regard to the matters set out above. Further details as to how the directors have fulfilled their duties, are disclosed within the relevant areas within this Strategic Report, Directors' Report and Financial Statements.
This report was approved by the board and signed on its behalf.
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THE CHANGE GROUP 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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £2,261,716 (2021 - loss £820,917).
No dividends were declared or paid in the period.
The directors who served during the year were:
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.
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THE CHANGE GROUP LONDON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
There have been no significant events affecting the Company since the year end.
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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THE CHANGE GROUP LONDON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON LIMITED
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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THE CHANGE GROUP LONDON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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THE CHANGE GROUP LONDON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, our procedures included the following: • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006. • We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. • We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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.
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THE CHANGE GROUP LONDON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP LONDON LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditor
101 New Cavendish Street
1st Floor South
W1W 6XH
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THE CHANGE GROUP LONDON LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
REGISTERED NUMBER: 07990435
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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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:
The notes on pages 13 to 29 form part of these financial statements.
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THE CHANGE GROUP LONDON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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
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:
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.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
ATM turnover represents margins earned on foreign currency transactions, service fees and fees payable by card and scheme providers at the time of the execution of transactions. All turnover is recognised exclusive of VAT.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Goodwill
Other intangible assets
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.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (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.
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.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
During the year, the directors received £Nil (2021: £Nil) emoluments or benefits for services provided to the company.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
11.Taxation (continued)
The corporation tax main rate will increase from 19% to 25% from April 2023.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
Profit and loss account
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.
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.
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THE CHANGE GROUP LONDON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
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