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Registered number: 13229357









CMSPI Bidco Limited









Annual Report and Financial Statements

For the Year Ended 30 April 2024

 
CMSPI Bidco Limited
 
 
Company Information


Directors
B Doyle 
K Tallar 
C Wright 




Registered number
13229357



Registered office
Suite 4fo4 Oxford Place
61 Oxford Street

Manchester

M1 6EQ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
CMSPI Bidco Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 24


 
CMSPI Bidco Limited
 
 
Strategic Report
For the Year Ended 30 April 2024

Introduction
 
The directors present the Strategic Report for the year ended 30 April 2024.

Business review
 
The company is an intermediate holding company. The company's performance is measured by reference to the trading subsidiaries, CMS Payments Intelligence Limited and its subsidiaries, CMS Payments Intelligence Inc (incorporated in the United States of America), CMS PI Pte Limited (incorporated in Singapore), CMS PI Pty Limited (incorporated in Australia) and CMS PI Gmbh (incorporated in Germany).
The company holds intercompany balances both due to and from fellow group members. Interest is charged on those balances in line with agreements held with those parties. During the year, the company incurred interest of £5.7m (
2023: £6.8m) on intercompany balances.
The company also holds a loan due to an external financier. Interest is charged on this loan at a variable rate, based on a margin over SONIA. The interest on the loan is serviced in line with the loan agreement. During the year, the company incurred interest of £7.7m (
2023: £6.6m) on external loan balances.
The loss incurred by the company in the year is primiarily attributable to interest costs incurred on its loans which are discussed above.
The company has net current liabilities of £79.5m 
(2023: £59.1m), and net liabilities of £46.1m (2023: £32.0m) at 30 April 2024. The main balance sheet movements in the year relate to changes in intercompany and external borrowing and movements in the associated interest debtors and accruals balances.

Principal risks and uncertainties
 
The principal risk for the company is that the performance of the trading companies within the group of which it is a member do not make sufficient profits to service the external debts that the group owes. 
Other principal risks include the impact of increasing interest rates due to the level of interest bearing borrowing.
These risks are mitigated by entering into fixed rate borrowing instruments where possible which mitigates against the risk of rising interest rates. Where fixed rate arrangements are not feasible, such as with external financiers, the directors closely monitor interest rates and manage the company's finances and cash flows apropriately to ensure debt service levels are maintained.

Financial key performance indicators
 
As an intermediary holding company, the only KPI's considered by management is in relation to debt service cover which is managed at the consolidated group level.
The Group considers the ratio of consoidated EBITDA to External Debt as a KPI, as this is key to compliance with its debt
servicing covenants. At the year end, the directors calculated this ratio to be 1.88 (
2023: 2.47), which was compliant with its debt covenants.

Page 1

 
CMSPI Bidco Limited
 

Strategic Report (continued)
For the Year Ended 30 April 2024


This report was approved by the board and signed on its behalf.



................................................
K Tallar
Director

Date: 29 January 2025

Page 2

 
CMSPI Bidco Limited
 
 
 
Directors' Report
For the Year Ended 30 April 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 loss for the year, after taxation, amounted to £14,115,622 (2023 -  loss £13,318,699).

No dividends were paid during the year. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

B Doyle 
K Tallar 
C Wright 

Future developments

The company will continue to act as an intermediate holding company, and service its debts as they fall due.

Page 3

 
CMSPI Bidco Limited
 
 
 
Directors' Report (continued)
For the Year Ended 30 April 2024

Engagement with suppliers, customers and others

The Company, and Group that it heads, fosters fair and transparent payment terms to maintain strong supplier relationships across a diverse supply chain. Suppliers, whether small businesses or large multinationals, share the Comapany’s values and commitment to fair treatment.
To maintain robust client relationships, each client is assigned a dedicated account manager with expertise in the payments industry. Clients benefit from regular updates on industry changes and webinars that address emerging challenges.
Our employees are integral to our growth, incentivised through equity plans and valuation-driven bonuses. Employee feedback is crucial and collected quarterly through anonymous surveys, ensuring leadership stays informed of their concerns.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

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 and going concern

At the year end, the company had net current liabilities of £79.5m (2023: £59.1m), and net liabilities of £46.1m (2023: £32m). The directors have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.
On 29 October 2024, the company drew down further amounts on its bank loan facility. The total amount drawn down was $76,234,794, which translated to £58,021,763 in the financial statements.

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
CMSPI Bidco Limited
 
 
 
Directors' Report (continued)
For the Year Ended 30 April 2024

This report was approved by the board and signed on its behalf.
 





................................................
K Tallar
Director

Date: 29 January 2025

Page 5

 
CMSPI Bidco Limited
 
 
 
Independent Auditors' Report to the Members of CMSPI Bidco Limited
 

Opinion


We have audited the financial statements of CMSPI Bidco Limited (the 'Company') for the year ended 30 April 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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 30 April 2024 and of its loss 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.


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.


Page 6

 
CMSPI Bidco Limited
 
 
 
Independent Auditors' Report to the Members of CMSPI Bidco Limited (continued)


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 7

 
CMSPI Bidco Limited
 
 
 
Independent Auditors' Report to the Members of CMSPI Bidco 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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of local management and parent company management, including whether management    was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge   of any actual, suspected, or alleged fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with    laws and regulations and fraud.
• Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
 
Page 8

 
CMSPI Bidco Limited
 
 
 
Independent Auditors' Report to the Members of CMSPI Bidco Limited (continued)



We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments;
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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.


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.





Jo Gibson (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

29 January 2025
Page 9

 
CMSPI Bidco Limited
 
 
Statement of Comprehensive Income
For the Year Ended 30 April 2024

2024
2023
Note
£
£

  

Administrative expenses
  
(988,258)
(145,967)

Exceptional administrative expenses
 11 
-
(16,212)

Other operating income
 4 
278,904
252,425

Operating (loss)/profit
 5 
(709,354)
90,246

Interest receivable and similar income
 8 
25,540
-

Interest payable and similar expenses
 9 
(13,431,808)
(13,408,945)

Loss before tax
  
(14,115,622)
(13,318,699)

Loss for the financial year
  
(14,115,622)
(13,318,699)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 13 to 24 form part of these financial statements.

Page 10

 
CMSPI Bidco Limited
Registered number: 13229357

Balance Sheet
As at 30 April 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 12 
161,049,929
161,049,929

Current assets
  

Debtors: amounts falling due after more than one year
 13 
694,592
926,114

Debtors: amounts falling due within one year
 13 
275,921
277,219

Cash at bank and in hand
 14 
314,499
3,885,957

Creditors: amounts falling due within one year
 15 
(80,786,015)
(64,145,024)

Net current liabilities
  
 
 
(79,501,003)
 
 
(59,055,734)

Total assets less current liabilities
  
81,548,926
101,994,195

Creditors: amounts falling due after more than one year
 16 
(127,631,066)
(133,960,713)

  

Net liabilities
  
(46,082,140)
(31,966,518)


Capital and reserves
  

Called up share capital 
 18 
1
1

Profit and loss account
 19 
(46,082,141)
(31,966,519)

  
(46,082,140)
(31,966,518)


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




................................................
K Tallar
Director

Date: 29 January 2025

The notes on pages 13 to 24 form part of these financial statements.

Page 11

 
CMSPI Bidco Limited
 

Statement of Changes in Equity
For the Year Ended 30 April 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 May 2022
1
(18,647,820)
(18,647,819)


Comprehensive income for the year

Loss for the year
-
(13,318,699)
(13,318,699)



At 1 May 2023
1
(31,966,519)
(31,966,518)


Comprehensive income for the year

Loss for the year
-
(14,115,622)
(14,115,622)


At 30 April 2024
1
(46,082,141)
(46,082,140)


The notes on pages 13 to 24 form part of these financial statements.

Page 12

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

1.


General information

CMSPI Bidco Limited is a private company limited by members capital and is incorporated in the United Kingdom, with its registered office being Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, Greater Manchester, M1 6EQ.
The nature of the company's operations and its principal activity is that of an intermediate holding company.

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of CMSPI Topco Limited as at 30 April 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Going concern

At the year end, the company had net current liabilities of £79.5m (2023: £59.1m), and net liabilities of £46.1m (2023: £32.0m). The directors have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis. 

Page 13

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
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.

Page 14

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

2.Accounting policies (continued)

 
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

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.

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.
 
Page 15

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)


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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both current and future periods.
Valuation of investment in subsidiary
The directors review the carrying value of the investment in the subsidiary company and consider whether it is recoverable based on the performance and position of the subsidiary and by reference to potential future sale value and future cash flow generation. Managment have concluded that the investment does not require impairment at the balance sheet date.
Contingent Liability
Under the share purchase agreement, certain benefits receivable by the group which is controlled by the ultimate parent are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of £2,319,198 (2023: £1,555,151) is owing at the balance sheet date. Details of this are further disclosed in note 20. 
Further amounts may be due to the shareholders in the future, but the timing and quantum of cash outflows is currently uncertain. Therefore no amounts have been recognised in these financial statements in respect of potential future cash outflows. The maximum potential liability that may be due to the original shareholders is approximately £8.1 million in total.

Page 16

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

4.


Other operating income

2024
2023
£
£

Management recharges
278,904
252,425



5.


Operating (loss)/profit

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

2024
2023
£
£

Exchange differences
432,731
(308,692)


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
4,622
3,140

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.


7.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).


8.


Interest receivable

2024
2023
£
£


Other interest receivable
25,540
-

Page 17

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
7,733,191
6,581,896

Interest payable on loans from group undertakings
5,698,617
6,827,049

13,431,808
13,408,945


10.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19.49%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(14,115,622)
(13,318,699)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19.49%)
(3,528,906)
(2,595,814)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
931,668
829,457

Capital allowances for year in excess of depreciation
-
176,382

Adjustments in respect of tax rate changes - deferred tax
-
48,698

Movement in deferred tax not recognised
-
(225,500)

Other differences leading to an increase (decrease) in the tax charge
(39,388)
-

Group relief
2,636,626
1,766,777

Total tax charge for the year
-
-

Page 18

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect tax charges.


11.


Exceptional items

2024
2023
£
£


Costs in relation to financing arrangements
-
8,196

Costs in relation to restructuring
-
8,016

-
16,212


12.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 May 2023
161,049,929



At 30 April 2024
161,049,929




Page 19

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

CMS Payments Intelligence Limited
As the company
Ordinary
100%
CMS Payments Intelligence Inc*
55 Allen Plaza, 55 Ivan Allen Jr Blvd, Atlanta, GA 30308, United States of America
Ordinary
100%
CMS Payments Intelligence Pte Limited*
21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore 039190
Ordinary
100%
CMS Payments Intelligence Pty Limited*
477 Pitt St, Haymarket Sydney, NSW 2000, Australia
Ordinary
100%
CMS Payments Intelligence GmbH*
Brette Str. 27, 40213 Dusseldorf, Germany
Ordinary
100%

* Owned by CMS Payments Intelligence Limited

Page 20

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

13.


Debtors

2024
2023
£
£

Due after more than one year

Prepayments and accrued income
694,592
926,114


2024
2023
£
£

Due within one year

Other debtors
3,190
9,393

Prepayments and accrued income
272,731
267,826

275,921
277,219


Included within prepayments are amounts of £926,085 (2023: £1,157,607) that relate to prepaid loan arrangement fees. Please see note 17 for further information.


14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
314,499
3,885,957


Page 21

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
1,920,627
1,766,206

Trade creditors
64,620
68,196

Amounts owed to group undertakings
76,481,570
60,755,471

Other creditors
2,319,198
1,555,151

80,786,015
64,145,024


The following liabilities were secured:

2024
2023
£
£



Bank loans
1,920,627
1,766,206

Details of security provided:

Security is granted by means of fixed and floating charges over the assets of the company and wider group.
Amounts due to group undertakings within one year are unsecured, interest free and repayable on demand.


16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
62,054,841
61,562,342

Amounts owed to group undertakings
65,576,225
72,398,371

127,631,066
133,960,713


The following liabilities were secured:

2024
2023
£
£



Bank loans
62,054,841
61,562,342

Details of security provided:

Security is granted by means of fixed and floating charges over the assets of the company and wider group.
Amounts owed to group undertakings due in more than one year attract interest at a fixed rate and are unsecured. The loan is due in one instalment (including all accumulated interest) in less than five years. Repayments can be made from time to time at the loanees' bequest. 

Page 22

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

17.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
1,920,627
1,766,206


Amounts falling due 2-5 years

Bank loans
62,054,841
61,562,342


63,975,468
63,328,548


During 2021, following an acquistion made by the company, a loan of $50,395,551 was taken out with an external financier. This was retranslated in the financial statements at year end to £40,136,629. An arrangement fee of £1,003,750 was incurred in respect of this loan which was prepaid in full, and will be expensed to the Statement of comprehensive income over the period of the loan. During the year, arrangement fees of £212,229 (2023: £212,229) were amortised through the Statement of Comprehensive Income. 
In February 2022, additional facilities of $27,173,000 were granted. This was translated in the financial statements to £21,641,446. An arrangement fee of £542,951 was incurred in respect of this loan which was prepaid in full. During the year, arrangement fees of £19,293 (
2023: £19,293) were amortised through the Statement of Comprehensive Income, and foreign exchange losses of £169,412 (2023: gain £338,164) were recognised.
Interest is charged on this loan at a variable rate, based on a set margin over SONIA. Interest is repayable at least every six months, and therefore unpaid interest on this loan is classified as amounts due within one year. The loan capital is due seven years from the date of granting the loan, and therefore this is classified as due between two to five years. 


18.


Share capital

2024
2023
£
£
Authorised, allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



19.


Reserves

Profit and loss account

The profit & loss account represents accumulated profits and losses since incorporation, net of dividends paid.

Page 23

 
CMSPI Bidco Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 April 2024

20.


Contingent liabilities

Under the share purchase agreement, certain benefits receivable by the group which is controlled by the ultimate parent are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of £2,319,198 (2023: £1,555,151) is owing at the balance sheet date which reflects payments made to original shareholders during the year of £1,555,151, and new amounts becoming due of £2,319,198. Details of this are further disclosed in note 21. 
Further amounts may be due to the shareholders in the future, but the timing and quantum of cash outflows is currently uncertain. Therefore no amounts have been recognised in these financial statements in respect of potential future cash outflows. The maximum potential liability that may be due to the original shareholders is approximately £8.1 million in total.


21.


Related party transactions

The company has taken advantage of the exemption available in Section 33 of FRS 102 to not disclose transactions between companies within the group it operates, where that company is wholly owned by other group members. 
During the year, the company incurred management charges from its shareholders amounting to £242,525 (
2023: £219,500) and recharged expenses of £Nil (2023: £Nil). At year end amounts totalling £61,858 were owed to shareholders (2023: £Nil)
Under the share purchase agreement, certain benefits receivable by the group which is controlled by the ultimate parent are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of £2,319,198 (
2023: £1,555,151) is owing at the balance sheet date which reflects payments made to original shareholders during the year of £1,555,151, and new amounts becoming due of £2,319,198. Details of this are further disclosed in note 20.


22.


Controlling party

The immediate parent company is CMSPI Midco 2 Limited (company number 13224508).
CMSPI Topco Limited (Company Number: 13213053), a company incorporated in the United Kingdom, is the ultimate parent undertaking and is the parent of the largest and smallest group for which consolidated financial statements are drawn up of which the company is a member. CMS Topco Limited's registered office is Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, Greater Manchester, M1 6EQ.

 
Page 24