Registered number:
For the Year Ended
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CMSPI Topco Limited
Company Information
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CMSPI Topco Limited
Contents
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CMSPI Topco Limited
Group Strategic Report
For the Year Ended 30 April 2024
The Directors present their Strategic Report for the year ended 30 April 2024.
The Group provides data analytics and advisory services to its clients in order to optimise their payments supply chains. The Groups clients are generally large scale, tier one merchants.
The results shown for the comparative period are for the period 1st May 2022 to 30th April 2023. Revenue The Group recorded revenue of $59.191m (2023: $47.812m). The US business contributed 81% of revenue ($48.2m), with the European business contributing 15% ($8.9m), with the remainder coming from Asia and the Pacific (APAC). Growth across the APAC and US was driven by the continued need by tier one merchants to utilise the Group's offering to optimise their payments supply chains. Earnings before interest, tax, depreciation and amortisation Earnings before interest, tax, depreciation and amortisation (“EBITDA”) were $30.613m (2023: $24.477m). EBITDA is calculated by taking operating profit before goodwill amortisation of $30.4m and adding back depreciation of $275k, further amortisation costs of $403k, gains on loan note disposals of $306k and FX gain of $203k. Adjusted Operating EBITDA in the statutory accounts, which excludes exceptional items of $1,647k, is $33.221m. Management also adjusts further costs to get to an Adjusted Operating EBITDA used to manage the business. Adjusted Operating EBITDA was $33.221m and is adjusted for $305k of shareholder costs and non-operating costs of $656k that are low recurring in nature. EBITDA has increased due to strong growth in the group's trading activities across the world. Net losses before tax Net losses before tax were $19.338m (2023: $22.149m). The losses before tax arose due to goodwill amortisation of $21.447m (2023: $21.447m) and interest charges of $28.684m (2023: $25.252m). The group has net current assets of $0.647m (2023: $3.711m), and net liabilities of $70.249m (2023: $47.580m) at 30 April 2024. The group had positive cash balances of $17.459m at the year end (2023: $17.488m) and net debt of $228.312m (2023: $226.342m) at the same date. Financing The Group continued to monitor its financial obligations throughout the year. Post year end, the Group utilized excess cash to make a payment of $6.949m to loan note holders.
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CMSPI Topco Limited
Group Strategic Report (continued)
For the Year Ended 30 April 2024
The principal risk faced by the business is adverse economic conditions leading to a potential decline in volumes for our clients. Clients and prospective clients are always looking to optimise costs across the supply chain, which result in further requirements for the Groups services. Given the Group’s focus on large scale, tier one merchants the Groups client base is more resilient to economic downturn.
The business also faces the risk of changes in laws and regulations that would change existing payments market dynamics. The Group is currently expecting any changes in laws or regulations to provide additional opportunities. The business relies upon high-quality employees to deliver the services it provides. A lack of available quality employees would provide a risk to the business. The Group is confident that it would remain an attractive option for any potential high quality employee due to its reputation in the market and the opportunities offered. Management of debt finance is a risk associated with the liquidity and cashflow relating to the Groups third party debt financing. The Group is highly cash generative and has substantial headroom to prevent this causing an issue. 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 appropriately to ensure debt service levels are maintained.
Revenue, EBITDA and net profit before tax are the principal key performance indicators monitored by the directors and are included in the fair review of the business above.
The Group also considers the ratio of 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.
Management consider that there are no non-financial key performance indicators to report.
This report was approved by the board and signed on its behalf.
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CMSPI Topco 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.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to $24,911,851 (2023 - loss $26,210,081).
No dividends have been paid during the period. The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
The Group is actively looking at new ways to develop its data and products to make payments more productive.
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CMSPI Topco Limited
Directors' Report (continued)
For the Year Ended 30 April 2024
The Group has relatively limited exposure to foreign exchange on an entity by entity basis, as the majority of business conducted within each subsidiary is in the functional currency of that subsidiary. Foreign exchange movements are incurred when funds are transferred from one business to another, and management monitor exchange rates regularly to ensure that any losses are minimised. Foreign currency exchange contracts are used from time to time, albeit none were executed in the year.
The Group has low working capital requirements and monitors debtors closely to ensure strong cashflow. Cash at the year end was $17.5m (2023: $17.5m), and the business had sufficient cash to meet its operational and capital requirements for the current financial year. The Group’s financial projections includes sensitivity analysis that shows the Group should be able to operate within its banking covenants for the foreseeable future, including the 12 months from the date of approval of these financial statements.
During the year the group undertook some activity to enhance the services offered to customers. Some of this qualified as research and development and has been accounted for accordingly.
The Group 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 Group’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.
The Group 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.
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CMSPI Topco Limited
Directors' Report (continued)
For the Year Ended 30 April 2024
At the year end, the group had net current assets of $646,541 (2023: $3,710,552) and net liabilities of $70,249,066 (2023: $47,579,854). At the same date, the company had net assets of $2,671,030 (2023: $3,082,294).
In making their assessment of the ability of the group and the company to continue as a going concern, the directors have considered the potential impact of current economic challenges on the Group and have prepared forecasts for at least 12 months from the date these financial statements. The forecasts include consideration of the timing and quantum of significant cash outflows required by the group to meet payment of liabilities as they fall due. Having performed their assessment, the directors are satisfied that the group and company will continue to trade positively and meet their liabilities as they fall due for payment for a minimum of 12 months from the date of approval of these financial statements. The financial statements have therefore been prepared on a going concern basis. The Group made a post- year end payment to loan note holders in relation to accrued interest on the loan notes totalling $6.949m. On 24 September 2024, the parent company undertook a capital reduction which resulted in the share premium account being reduced by £1.112m, with this being credited in full to distributable reserves. All relevant filings have been made at Companies House.
The auditors, Hurst Accountants Limited, 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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CMSPI Topco Limited
Independent Auditors' Report to the Members of CMSPI Topco Limited
We have audited the financial statements of CMSPI Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group 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 Group's or the parent 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.
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.
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CMSPI Topco Limited
Independent Auditors' Report to the Members of CMSPI Topco Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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CMSPI Topco Limited
Independent Auditors' Report to the Members of CMSPI Topco 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 Group 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 and testing 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. 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.
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CMSPI Topco Limited
Independent Auditors' Report to the Members of CMSPI Topco Limited (continued)
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.
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 Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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CMSPI Topco Limited
Consolidated Statement of Comprehensive Income
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Registered number: 13213053
Consolidated Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 45 form part of these financial statements.
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CMSPI Topco Limited
Registered number: 13213053
Company Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 45 form part of these financial statements.
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Consolidated Statement of Changes in Equity
For the Year Ended 30 April 2024
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Consolidated Statement of Changes in Equity
For the Year Ended 30 April 2023
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Company Statement of Changes in Equity
For the Year Ended 30 April 2024
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Company Statement of Changes in Equity
For the Year Ended 30 April 2023
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CMSPI Topco Limited
Consolidated Statement of Cash Flows
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Consolidated Analysis of Net Debt
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
CMSPI Topco Limited is a private company limited by members capital, incorporated in the United Kingdom. Its registered office and principal place of business is Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, M1 6EQ.
The principal activity of the group is that of payments consultancy.
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company has not presented it's own Statement of Cash flows as these are included within the Consolidated Statement of Cash flows, as permitted under the provisions of FRS 102.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 19 February 2021.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
At the year end, the group had net current assets of $646,541 (2023: $3,710,552) and net liabilities of $70,249,066 (2023: $47,579,854). At the same date, the company had net assets of $2,671,030 (2023: $3,082,294).
In making their assessment of the ability of the group and the company to continue as a going concern, the directors have considered the potential impact of current economic challenges on the Group and have prepared forecasts for at least 12 months from the date these financial statements. The forecasts include consideration of the timing and quantum of significant cash outflows required by the group to meet payment of liabilities as they fall due. Having performed their assessment, the directors are satisfied that the group and company will continue to trade positively and meet their liabilities as they fall due for payment for a minimum of 12 months from the date of approval of these financial statements. The financial statements have therefore been prepared on a going concern basis.
Functional and presentation currency
Transactions and balances
The closing exchange rate used to translate the non-USD subsidiaries in USD are as follows: - GBP - 1.250 (2023: 1.260) - EUR - 1.068 (2023: 0.90) - SGP - 0.735 (2023: 0.75) - AUD - 0.651 (2023: 0.66)
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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.
The estimated useful lives range as follows:
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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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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 Group 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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
the Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained.
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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. Recognition, carrying value and amortisation period of goodwill Goodwill of $147 million (2023: £168 million) is recognised in the financial statements. Under the provisions of FRS 102, the business is required to separately identify items that arise from contractual and other legal rights and disclose these as intangible assets separate from goodwill. Following a review of the purchase documents, management did not identified any such items, and therefore no other intangible assets were recognised. Management have considered whether the value of goodwill is impaired, by making reference to the value of the cash generating units to which it relates. There were no indications that goodwill was impaired at the balance sheet date. Goodwill is written off in line with the provisions of FRS 102. Management have not been able to determine a period over which goodwill should be written off as it is not possible to determine a life cycle for the business, and have therefore decided to use the maximum permitted of 10 years. Amortisation of $21.4 million (2023: $21.4 million) was charged to the Statement of comprehensive income in the period. Recoverability of debtors Management regularly review the ageing and recoverability of debtors and make appropriate provisions where it is considered that recovery of balances is doubtful. At the balance sheet date, the group was carrying provisions of $1.5m (2023: $346k). Deferred Tax As a result of the exercise of share options, following the acquisition of CMS Payments Intelligence Limited in March 2021, a significant corporation tax credit has arisen. This has been utilised in part to relieve corporation tax liabilities in current year and in prior years for subsidiary companies acquired during the period. The remainder is being carried forward to be utilised against future profits. A deferred tax asset has not been recognised in respect of these losses carried forward as the nature and timing of their use is uncertain. Contingent Liability Under the share purchase agreement, certain benefits receivable by the group as a result of the transaction described in note 23 are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of $Nil (2023: $1.959m) is owing at the balance sheet date which reflects payments made to original shareholders during the year of $1.959m. Details of this transaction are further disclosed in note 25. 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 liability that may be due to the original shareholders is approximately $11.1 million in total.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
The whole of the turnover is attributable to its principal activity as described in note 1.
Analysis of turnover by country of destination:
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
12.Taxation (continued)
There were no factors that may affect tax charges.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
14.Intangible assets (continued)
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
Security on the above is provided by means of fixed and floating charges over the assets of the group.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
Security on the above is provided by means of fixed and floating charges over the assets of the group.
Please see note 21 for further information on loans.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
21.Loans (continued)
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
23.Share capital (continued)
Shares rank pari-passu in all respects.
Shares in the company are denominated in Pound Sterling (£) and are all issued at £0.01 per share. The shares are translated to United States Dollars ($) due to this being the functional currency of the group and company. These are all held on the consolidated and company balance sheet at $0.0139 per share. During the period, the following transactions occured: - In July 2023, the company repurchased 33,558 B shares for total consideration of £3. The nominal value of the shares, totalling £336, has been credited to the capital redemption reserve. - In July 2023, the company issued 46,592 C shares for total consideration of £249,329, creating a share premium of £246,296. - In October 2023, the company issued 49,913 C shares for total consideration of £270,261, creating a share premium of £269,792. - In February 2024, there was a transaction whereby the A shareholders purchased shares from the B shareholders. As part of this transaction, 1,476,510 B shares were re-designated as A shares to reflect the change of ownership. No additional share premium arose as a result of this transaction. The company incurred costs of $1,380,539 in respect of this transaction, disclosed as exceptional items in the financial statements (see note 13).
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
Under the share purchase agreement, certain benefits receivable by the group as a result of the purchase of CMS Payments Intelligence Limited in 2021 are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of $2.899m (2023: $1.959m) is owing at the balance sheet date which reflects payments made to original shareholders during the year of $1.959m and new amounts becoming due of $2.899m. Details of this transaction are further disclosed in note 28. 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 liability that may be due to the original shareholders is approximately $11.1 million in total.
Certain companies within the group are party to a cross guarantee for loans owed to an external financier by a fellow group member. The total loan outstanding as at 30 April 2024 is $77,568,551 (2023: $77,568,551).
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $369,866 (2023: $369,866). Contributions totaling $73,543 (2023: $64,661) were payable to the fund at the balance sheet date.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
On 24 September 2024, the parent company undertook a capital reduction which resulted in the share premium account being reduced by £1.112m, with this being credited in full to distributable reserves. All relevant filings have been made at Companies House.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2024
As noted in note 23, the A shareholders purchased 1,476,510 shares from the B shareholders during the year.
The controlling party at the balance sheet date was therefore As the ultimate parent does not consolidate the group into its financial statements, the largest group within which the results are consolidated is that headed by
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