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Registered number: 02848069









THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Sacha Alexander Zackariya 
Ignacio Cea Fornies (resigned 29 November 2024)
Javier Lopez Huerta 
José Antonio Lasanta 
Paul William Crombie 
Bette Zackariya (resigned 29 July 2022)
Diego Lariz Landin (appointed 11 February 2025)




Company secretary
Patrick Joseph Greene



Registered number
02848069



Registered office
353 Oxford Street

London

W1C 2JG




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditor

101 New Cavendish Street

1st Floor South

London

United Kingdom

W1W 6XH




Solicitors
Mishcon de Reya LLP
Africa House

70 Kingsway

London

United Kingdom

WC2B 6AH





 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 5
Directors' Report
6 - 8
Independent Auditors' Report
9 - 12
Consolidated Statement of Comprehensive Income
13
Consolidated Statement of Financial Position
14 - 15
Company Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
19 - 20
Notes to the Financial Statements
21 - 52


 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction

The Directors are pleased to present their Strategic Report for The Change Group International (Holdings) Ltd and its subsidiaries for the year ended 31st December 2023.
The principal activity of The Change Group International (Holdings) Ltd is that of a holding company. The trading subsidiaries operate ultra-prime currency exchange branches, tax refund services for international shoppers, international money transfers and a network of multi-currency ATMs.
Since its foundation in 1992, ChangeGroup has grown to become one of the world's largest international Bureau de Change groups, with strong fundamentals and a decades long track record.  It has enjoyed double digit top line and EBITDA growth prior to the pandemic and previously successfully managed other disasters that have hit the travel industry over the last 30 years, such as the 9-11 terror attacks and SARS.
ChangeGroup has won multiple awards, including the Queen's Award for Enterprise from Her Majesty Queen Elizabeth II and the EU's top 500 Job Creating Companies award, presented by the former German Chancellor, Gerhard Schroeder.  Group subsidiaries have also been recognised for outstanding performance, notably ChangeGroup France, which has received the highest G3++ financial strength rating from the Banque de France in 2019.
Change Group has grown to serve over 4 million customers each year.  Tens of thousands of retailers and hospitality businesses around the world depend on customers that ChangeGroup attracts and serves.
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 with an option to purchase the remaining shares over the next 5 years.  This transaction strengthens the Change Group's financial capacity and ability to grow the business to be one of the top foreign exchange providers in the world.

Page 1

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
At the start of 2023, the Group comprised of 99 branches and 210 ATMs. At the date of this report, this had increased to 204 branches and 273 ATMs.
In recent years, the retail foreign exchange market, including gateways and key retail environments, has shifted to the provision of "one-stop-shop" solutions, with a range of financial services offered to travellers and shoppers.  ChangeGroup's ability to provide ATMs, international transfers and tax refunds, alongside traditional retail foreign exchange, has become an essential part of its service provision, marking it out as one of the few global operators able to do so.  The Group has achieved an international reputation for running professional airport, gateway and ultra prime location currency exchange branches.  The Group regularly tenders for major airport and gateway contracts, as one of the few global leaders in this sector that can meet the exacting needs of these high-volume airports.  During 2023, the Group opened 36 new branches in the UK and Europe including foreign exchange concessions at Stansted, East Midland and Newcastle airports and the Eurostar station at King’s Cross, St Pancras in London.
In June 2024, an application was made to His Majesty’s Revenue & Customs (“HMRC”) to update the Partial Exemption Special Method (“PESM”) in use by the UK operating companies.  Prosegur Change UK Ltd, which operates the foreign exchange concession at Gatwick airport has not recovered any VAT in the period from first registration in February 2022 to date, writing off all input VAT to the profit and loss account.  The company was added to the VAT group in December 2023 and is included in the PESM.  It is expected that the proposed PESM, similar to that already operated by the other UK companies, will be approved by HMRC in the near future.  This will result in a substantial VAT rebate to the company.
The UK business has been somewhat impacted by the UK ceasing to provide tax refunds to non-resident shoppers, which was a good source of revenue pre-Brexit, though it has expanded in other countries where British shoppers and other nationalities are travelling.  The Group also has an important relationship with Western Union for money transfers and has its own PSD2 license for bill payments in the EU.  
During 2024, we opened the Paris gateway for Eurostar at Gare du Nord.  In addition, we opened FX airport operations at Larnaca and Paphos in Cyprus, Keflavik in Iceland, Wellington, New Zealand, Las Vegas, USA and Brisbane, Australia.  We also added branches at shopping malls in Australia and downtown branches in France, Spain, Sweden, and the UK.  This has occurred against a backdrop of significant increases in staff salaries due to inflationary pressures, increased compliance & regulatory costs, together with increased rents at airports and downtown locations.  The Group is investing in its online services where it can provide highly price competitive travel money for in branch pickup as well as (in some territories) postal delivery.  There are also plans to launch a prepaid travel money card in 2025.

Page 2

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Details of the Group's financial risk management objectives and policies are as follows:
Operational Risk:
Operational risks include risks arising within the organisation from inadequate and failed internal processes, systems and unskilled staff. The Group seeks to mitigate this risk by establishing internal operational manuals, regular internal audits, ensuring staff receive ongoing training, backed up by exams and qualifications, rigorous recruitment processes with psychometric testing, as well as investing in efficient IT systems.
Currency Risk:
The Group operates in 19 countries, and as a result of this it is subject to foreign currency exposure on translation of results to sterling. Due to its geographic diversification, the wider Group business broadly has a natural hedge from currency devaluations in its countries. In short, where the business loses out in one country due to a currency devaluation, the Group's trading in another country typically benefits from such a devaluation. Furthermore, at a country level, the operations also benefit from changes in % based commissions charged to retail customers. The Group has a theoretical currency risk when a currency devalues in a country where ChangeGroup does not have any operations, and in the unlikely event that it would carry large stocks of such currency. Globally over 95% of the Group's transactions are conducted in either USO, GBP or EUR so this risk is limited.
Liquidity Risk:
Liquidity risk covers the requirement of the Group holding sufficient funds to meet its obligations and working capital funding. The Group manages this with regular cash flow forecasts and having ongoing support from financial institutions in the UK, Europe and USA
Physical Risk:
Physical risk arises from the Group's exposure to theft, fire and natural disasters. The Group mitigates this risk by high security branch and ATM design, maintaining appropriate and effective security processes and systems, extensive staff training and insurance policies. The Group also benefits from its large, diversified portfolio of branches and ATMs across a wide geographical area, which spreads the risk of an isolated physical event having a detrimental effect at Group-level.
Compliance and AML Risk:
Compliance and AML Risk relates mainly to the Group's possible failure to meet the relevant rules and regulations that apply to its business. The Group manages this risk by using the financial sector's best practice compliance procedures with "3 Lines of Defence": Rigorous front office systems and training, regular internal audits, as well as independent External Control Functions. All retail staff are required to pass AML exams every 6 months and the front office IT platforms access government databases and sanctions lists for rigorous KYC checks. The Group's platforms also have strict automated controls and detailed reporting and analytical capabilities. The actual transaction-level risk is considered to be comparatively small, since the Group's average transaction size is less than £350 and it primarily serves tourist shoppers.
The Group also employs compliance and AML officers in each country in which it operates, who report directly to the Group’s AML Committee which comprises members of the board and the group AML officer.  All major AML decisions are taken by this committee.  The officers have independent responsibilities to monitor and implement regulations as required by the relevant authorities. The Group benefits from the scale and capability to provide the highest levels of risk management and regulatory compliance across its operations and holds strong positive relationships with the relevant regulatory bodies in each of its jurisdictions. As a leading figure within the industry, the Group is often consulted on best practice.
 
Page 3

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Price, Credit and Cash Flow Risk:
The Group's principal financial instruments comprise bank balances, trade debtors, trade creditors, loans to the business and finance lease agreements. The main purpose of these instruments is to finance the Group's operations. The Group has very few trade debtors as almost all of its customers are private retail customers who pay for their purchases prior to a transaction taking place. Currency pricing in branches, online and in the Group's ATMs, is updated and is arranged with margins typically in excess of 10%. This would absorb most market fluctuations. More than 95% of the Group's transactions involve either Sterling, Euros or US Dollars which have excellent liquidity in the marketplace.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility, through the use of overdrafts at floating rates of interest. All of the Group's cash balances are held in a way that achieves a competitive rate of interest. The business makes use of money market facilities where funds are available.
Trade debtors are managed in respect of credit and cash flow risk by credit level policies and by regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of any allowances for doubtful debts.
Trade creditors' liquidity risk {principally rent payments) is managed by ensuring sufficient funds are available to meet amounts due. Loans payable on the balance sheet comprise loans from financial institutions. The interest rates and monthly repayments are fixed. The Group manages the liquidity risk by ensuring that there are sufficient funds to meet the scheduled repayments.

Financial key performance indicators
 
                                                         2023           2022
                                                                     £000           £000
Turnover                                                      75,493         46,919
Profit/ (loss) before tax                                 8,516         10,166 
Average transaction value (ATV)                   256           268
Turnover:  
Group net turnover in 2023 increased by 61% due to the expansion of the Group into new territories and opening additional high street branches in several countries.
Profit before tax:
Profit before tax is lower than 2022 due to the set up costs incurred in the expansion of the group during 2023.
Average transaction value:
The decrease in ATV is a reflection of the expected change in the mix of gateways and high street branches and therefore the mix of selling and buying branches within the Group.

Page 4

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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



Sacha Alexander Zackariya
Director

Date: 15 May 2025

Page 5

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.
As a leading provider of foreign currency and financial services around the world, ChangeGroup has been serving international travellers and business customers since 1992.  Throughout its three decades of service, ChangeGroup's focus on currency exchange and payments services in 127 locations, in 37 cities across the world has driven its growth, with continued plans for expansion. Innovative and with a constant eye on the future, ChangeGroup has also developed state of the art ATM systems and payment technologies, deploying these platforms across Europe, USA and Australia. As a result of its large retail network, hundreds of millions of people see its brand every year.
ChangeGroup is proud to employ over 80 nationalities and the Group is honoured to have been recognised by so many outstanding institutions for its services. Most notably, ChangeGroup was awarded the prestigious Queen's Award for Enterprise in 2006 by HM Queen Elizabeth II.  ChangeGroup has also been selected by the EU as one of the "Top 500 Job Creating Companies" in the Union, as well as being placed on the respected list of Sunday Times Top Track 250 companies, which records some of the biggest private mid-market growth companies in the UK.

Directors' responsibilities statement

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.
 
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 the Group and of the profit or loss of the Group for that period.

 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 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 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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £5,995 thousand (2022 - £8,289 thousand).



Page 6

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Directors

The directors who served during the year were:

Sacha Alexander Zackariya 
Ignacio Cea Fornies (resigned 29 November 2024)
Javier Lopez Huerta 
José Antonio Lasanta 
Paul William Crombie 

Future developments

The Group plans to continue its growth path with emphasis on the countries in which we already operate but with expansion into new territories where new sites and tender opportunities present themselves.  It is also launching new online services and a prepaid travel money card.

Engagement with employees

The Group is proud of its open, friendly, results-driven culture. A great deal of effort is made to train and empower multi-disciplinary teams around the world to create a strong, dynamic business focused on success. The Group's policy is to use '·Fair Process Decision Making" to consult and discuss with employees, through staff councils and at meetings of employee groups, any major matters likely to affect employees' interests. Information on matters of concern to employees is given through employee involvement teams, Company meetings, information bulletins, CEO update videos and reports, which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance. The Group believes this openness is a key factor in improved decision making, career development and team cohesiveness.

Engagement with suppliers, customers and others

We value all our suppliers and have multi-year contracts with our key suppliers whom we work with closely to develop both our strengths and capabilities, as well as theirs. We see our suppliers as an extension of the Group and do our best to nurture them and likewise our suppliers have been very accommodating to the Group in prioritising us for important projects and deliveries. The Group's policy is to pay its creditors within its negotiated suppliers' terms. The amount owed to trade creditors on 31 December 2023 as a ratio of total purchases during the year is 110 days (2022: 123 days).

Disabled employees

The Group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities. This can also include providing them with additional equipment and technical support as needed.

Greenhouse gas emissions, energy consumption and energy efficiency action

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.





Page 7

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Matters covered in the Group Strategic Report

The business review covering branch and ATM operations around the globe is shown in the Strategic Report.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

February 2024                                                Commenced operation of foreign exchange concessions at
                                                                       Larnaca and Paphos airports, Cyprus.
April 2024                                                       Commenced operation of foreign exchange concessions at
                                                                       Keflavik airport, Iceland.
July 2024                                                        Commenced operation of foreign exchange concessions at
                                                                       Changi airport, Singapore.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Sacha Alexander Zackariya
Director

Date: 15 May 2025

Page 8

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of The Change Group International Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


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 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.


Page 9

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the 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.


Matters on which we are required to report by exception
 

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.


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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Page 10

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


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 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:
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 noncompliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102, Anti Money Laundering regulations and the Companies Act 2006.
• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.


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


Page 11

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Stephen Haffner (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants & Statutory Auditor
  
101 New Cavendish Street
1st Floor South
London
United Kingdom
W1W 6XH

15 May 2025
Page 12

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022
Note
£000
£000

  

Turnover
 4 
75,493
46,919

Cost of sales
  
(2,994)
(2,044)

Gross profit
  
72,499
44,875

Administrative expenses
  
(63,661)
(38,678)

Exceptional item
 13 
-
3,175

Other operating income
 5 
993
1,163

Operating profit
 6 
9,831
10,535

Share of (loss)/profit of joint venture
  
(203)
538

Total operating profit
  
9,628
11,073

Interest receivable and similar income
 10 
98
1

Interest payable and similar expenses
 11 
(1,210)
(908)

Profit before taxation
  
8,516
10,166

Tax on profit
 12 
(2,521)
(1,877)

Profit for the financial year
  
5,995
8,289

  

Foreign exchange adjustments
  
(1,061)
(55)

Other comprehensive income for the year
  
(1,061)
(55)

Total comprehensive income for the year
  
4,934
8,234

Profit for the year attributable to:
  

Owners of the parent Company
  
5,995
8,289

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
4,934
8,234

The notes on pages 21 to 52 form part of these financial statements.

Page 13

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 15 
69
211

Tangible assets
 16 
12,772
4,964

Investments
 17 
184
399

  
13,025
5,574

Current assets
  

Stocks
 18 
9
3

Debtors: amounts falling due after more than one year
 19 
-
16

Debtors: amounts falling due within one year
 19 
7,476
7,126

Cash at bank and in hand
 20 
36,904
25,689

  
44,389
32,834

Creditors: amounts falling due within one year
 21 
(23,987)
(13,424)

Net current assets
  
 
 
20,402
 
 
19,410

Total assets less current liabilities
  
33,427
24,984

Creditors: amounts falling due after more than one year
 22 
(19,789)
(16,355)

Provisions for liabilities
  

Deferred taxation
 25 
(265)
(192)

  
 
 
(265)
 
 
(192)

Net assets
  
13,373
8,437


Capital and reserves
  

Called up share capital 
 26 
70
70

Share premium account
 27 
45
45

Foreign exchange reserve
 27 
(437)
622

Other reserves
 27 
430
430

Profit and loss account
 27 
13,265
7,270

  
13,373
8,437


Page 14

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

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




Sacha Alexander Zackariya
Director

Date: 15 May 2025

The notes on pages 21 to 52 form part of these financial statements.

Page 15

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 02848069

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 17 
1,221
580

  
1,221
580

Current assets
  

Debtors: amounts falling due within one year
 19 
438
439

  
438
439

Creditors: amounts falling due within one year
 21 
(640)
-

Net current (liabilities)/assets
  
 
 
(202)
 
 
439

Total assets less current liabilities
  
1,019
1,019

  

  

Net assets
  
1,019
1,019


Capital and reserves
  

Called up share capital 
 26 
70
70

Share premium account
 27 
45
45

Other reserves
 27 
430
430

Profit and loss account
 27 
474
474

  
1,019
1,019


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


Sacha Alexander Zackariya
Director

Date: 15 May 2025

The notes on pages 21 to 52 form part of these financial statements.

Page 16
 

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£000
£000
£000
£000
£000
£000
£000



At 1 January 2022
70
45
677
430
(1,019)
203
203



Comprehensive income for the year


Profit for the year
-
-
-
-
8,289
8,289
8,289


Foreign exchange movements
-
-
(55)
-
-
(55)
(55)

Total comprehensive income for the year
-
-
(55)
-
8,289
8,234
8,234





At 1 January 2023
70
45
622
430
7,270
8,437
8,437



Comprehensive income for the year


Profit for the year
-
-
-
-
5,995
5,995
5,995


Foreign exchange movements
-
-
(1,059)
-
-
(1,059)
(1,059)

Total comprehensive income for the year
-
-
(1,059)
-
5,995
4,936
4,936



At 31 December 2023
70
45
(437)
430
13,265
13,373
13,373



The notes on pages 21 to 52 form part of these financial statements.

Page 17

 

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity


£000
£000
£000
£000
£000



At 1 January 2022
70
45
430
474
1,019





At 1 January 2023
70
45
430
474
1,019



At 31 December 2023
70
45
430
474
1,019



The notes on pages 21 to 52 form part of these financial statements.

Page 18
 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£000
£000

Cash flows from operating activities

Profit for the financial year
5,995
8,289

Adjustments for:

Amortisation of intangible assets
99
55

Depreciation of tangible assets
1,754
897

Loss on disposal of tangible assets
263
9

Interest paid
1,210
908

Interest received
(98)
(1)

Taxation charge
2,187
1,877

(Increase)/decrease in stocks
(5)
4

(Increase) in debtors
(344)
(4,058)

Increase in creditors
8,201
3,629

Movement in deferred taxes
334
16

Share of operating profit/(loss) in joint ventures
215
(538)

Corporation tax (paid)
(458)
(114)

Foreign exchange
(876)
(398)

Net cash generated from operating activities

18,477
10,575


Cash flows from investing activities

Purchase of intangible fixed assets
(271)
(121)

Purchase of tangible fixed assets
(9,461)
(2,748)

Interest received
98
1

Removal of negative goodwill movement
501
-

Deduct intangibles acquired on acquisition
(94)
-

Deduct tangible assets acquired on acquisition
(639)
-

Add corporation tax liability assumed on acquisition
640
-

Deduct deferred tax asset assumed on acquisition
(260)
-

Net cash from investing activities

(9,486)
(2,868)

Cash flows from financing activities

Repayment of loans
(540)
(6,890)

Other new loans
3,847
14,782

Interest paid
(1,210)
(556)

Net cash used in financing activities
2,097
7,336

Net increase in cash and cash equivalents
11,088
15,043

Cash and cash equivalents at beginning of year
25,616
10,573
Page 19

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£000
£000


Cash and cash equivalents at the end of year
36,704
25,616


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
36,904
25,689

Bank overdrafts
(200)
(73)

36,704
25,616


The notes on pages 21 to 52 form part of these financial statements.

Page 20

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Change Group International (Holdings) Limited is a private limited company incorporated in England and Wales. Its registered office is 353 Oxford Street, London, W1C 2JG. The Group provides a variety of financial services to inbound and outbound international travellers & businesses. Services include Currency Exchange, Western Union Money Transfers and Tax Refunds for tourist shoppers.

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 Group management to exercise judgment 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 following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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 Statement of Financial Position, 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 31 December 2014.

  
2.3

Parent company disclosure exemptions

In preparing the separate financial statements of the parent, advantage has been of the following disclosure exemptions available in FRS 102:
• No Statement of Cash Flows has been presented for the parent; and
• No disclosures have been for the aggregate remuneration of the key management personnel of parent as their remuneration is included in the totals for the Company as a whole.

Page 21

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

After reviewing the Group'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 Group have adequate resources to continue in operational existence for the foreseeable future. We consider that the current cash resources and cash 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 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 Group great opportunities for growth. 
The Group therefore continues to adopt the going concern basis in preparing the consolidated financial statements.

Page 22

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional currency is GBP. The functional currency of each subsidiary company is the national currency in place in that country.

Transactions and balances

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

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

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

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

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Revenue

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

Bureau de Change turnover is the difference between the cost and selling price of currency (margin), together with commissions on the sale and purchase of currencies at the bureau  de change, and is recognised once the transaction is executed.
Tax refund turnover is the margin and commission income on the facilitation of the refund and is recognised as earned when the transaction is executed.
International payment turnover is the margin and commission income on international money transferred and is recognised as earned when the transaction is executed.
ATM turnover represents service fees, margins earned on foreign currency transactions and fees payable by card and scheme providers at the time of the execution of transactions.
Souvenir, Gifts and Accessories turnover is derived from the sale of goods and is recognised at the point of sale.
All turnover is recognised exclusive of VAT.

 
2.7

Operating leases: the Group as lessee

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

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

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2022 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
2.8

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 24

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Research and development

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

  
2.10

Government grants

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

 
2.11

Interest income

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

 
2.12

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.

 
2.13

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.14

Pensions

Defined contribution pension plan

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

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

Page 25

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Current and deferred taxation

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

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

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

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


 
2.16

Exceptional items

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

Page 26

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Intangible assets

Goodwill

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

Other intangible assets

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

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Development expenditure
-
15 years
Goodwill
-
5 to 10 years

Development costs represent costs relating to the setting up of new branches.

 
2.18

Tangible fixed assets

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

Page 27

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
over the length of the lease
Plant and machinery
-
5 years
Fixtures and fittings
-
5 to 10 years

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

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

 
2.19

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.20

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.21

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 28

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.22

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.

 
2.23

Cash and cash equivalents

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

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

 
2.24

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.

 
2.25

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.26

Financial instruments

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

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

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are
Page 29

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.26
Financial instruments (continued)

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 Group's cash and cash equivalents, trade and most other debtors 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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary
Page 30

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.26
Financial instruments (continued)

course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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 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.

Derecognition of financial liabilities

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

Page 31

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
Impairment of investments and Goodwill:
In order to assess whether any impairment exists management have identified the individual cash generating units (CGUs) within the Group and compared the carrying value of identifiable assets to the estimated discounted present value of future cash flows over a period of 3-7 years plus a terminal value. 
In this process management makes assumptions about future cash flows and the weighted average cost of capital (WACC) to form a present value of future cash flows. While this is estimated using historic trends and third-party information where available it is an estimate made by management which could lead to changes in subsequent periods.
For the impairment of the investment in subsidiaries, the lowest CGU has been determined as the country level cashflows, whereas the asset impairment has been reviewed at an individual branch level. Sensitivity analysis highlights that a 1% increase in the discount rate applied would lead to no change in the amount needed to be impaired (2022: Nil), therefore, management believe that the WACC rate chosen for the impairment review is appropriate.
Operating and finance leases:
The Group enters into leasing arrangements in respect of property and plant & machinery. Some judgement is exercised in respect of the classification of leases entered into for the Group's Automated Teller Machines (ATMs). The directors critically evaluate the terms of the leases, including consumption of economic value and risks & rewards of ownership, in order to determine the appropriate lease accounting.
Taxation:
The future taxable income in which deferred tax assets can be utilised is based on the Group's latest budgets and forecast. The tax rules in the numerous jurisdictions in which Group operates are also taken into consideration.
Deferred taxation:
Deferred tax assets are recognised to the extent that they can be offset against future taxable income.  The actual results may vary and cause significant adjustment to the Group's assets within the next financial year.
Danish Tax:
As of 31 December 2023, there was an ongoing investigation by the Danish Tax Authority (DTA) into the tax affairs of The Change Group Denmark ApS (TCG Denmark). The DTA contended that all currency sales should be reported in financial statements gross and currency purchases treated as cost of sales. In addition, the DTA claimed that TCG Denmark did not collect the necessary documentation in respect of 'buy' transactions.
During its subsequent investigations, the DTA conceded that the accounts of TCG Denmark have in fact been prepared in accordance with the relevant accounting standards and that TCG Denmark has not breached AML regulations.
However, in March 2022, the DTA issued assessments based on the cost of 'buy' currency transactions with retail customers not being allowed as a deduction from profits.
The Change Group Denmark ApS does not accept the basis for these assessments. After discussions with the DTA, the opinion of the Company's professional advisers is that these assessments are based on a factually incorrect approach, with no basis in law and should be cancelled following a decision of a tax Tribunal or appeal Court.
 
Page 32

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.Judgments in applying accounting policies (continued)


TCG Denmark has appealed against the assessments and a hearing of the tax Tribunal is pending. In December 2023 the scheduled hearing was postponed as TCG Denmark and their legal representatives have made an application to the District Court to request a formal evaluation of their bookkeeping practices by an independent expert, the findings of which they wish to submit to be considered in the case. This is currently pending a decision by the District Court.
Should the decision of the Tribunal be in favour of the DTA, the Company would pursue the case to the District Court and further to the High Court. TCG Denmark would challenge the treatment adopted by the DTA on the basis that it is incompatible with EU law which regards foreign exchange businesses as providers of a service.
However, should the assessments be upheld, the additional liability to Danish tax is estimated by the tax authorities in Denmark to be DKK 98m (GBP 11 m) in respect of the three years ended 31 December 2018. There could be additional tax assessed for the two years ended 31 December 2020. In subsequent years, to mitigate exposure to such assessments, TCG Denmark collected identification of the customers involved in all 'buy' transactions.
We have also been advised by our legal advisors that in the scenario where the tax authorities' position is upheld and TCG Denmark is unable to pay the tax, then in light of the limited liability status of the company, the fact that it is taxed as an Ordinary Corporation and that there is no joint taxation, either Danish or international, the DTA would have no recourse to the wider Group. It is therefore the view of Group management that the exposure to the Group would be limited to the amounts currently recorded in the Danish subsidiary's parent company balance sheet as its cost of investment. Consequently, that investment has been fully written off in the financial statements.
Rental increase provisions:
The rental increase provisions may include estimates as these numbers are subject to final negotiations with landlords and surveyors.
Contractual incentives:
Where an incentive is received on a contract, judgement is made upon its point of initial recognition considering the certainty and timing of any associated cashflows.

Page 33

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

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


2023
2022
£000
£000

Bureaux de Change
62,710
39,583

ATM
10,758
5,513

International payments, tax refunds & other
2,025
1,823

75,493
46,919


Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
35,572
23,386

Rest of Europe
29,008
22,843

Rest of the world
10,913
690

75,493
46,919



5.


Other operating income

2023
2022
£000
£000

Other operating income
772
1,062

Net rents receivable
221
101

993
1,163



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Exchange differences
(153)
295

Other operating lease rentals
25,278
12,576

Page 34

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

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


2023
2022
£000
£000

Fees payable to the Group's auditors and their associates for the audit of the Group's financial statements
360
273

Fees payable to the Group's auditors and their associates in respect of:

Taxation compliance and Other services
42
15


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£000
£000


Wages and salaries
18,045
10,347

Social security costs
2,961
2,006

Cost of defined contribution scheme
851
500

21,857
12,853


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administrative and operations staff
739
459
5
5


9.


Directors' remuneration

2023
2022
£000
£000



Directors' emoluments
448
1,069

The highest paid director received remuneration of £426,400 (2022 - £426,400).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).

Page 35

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest receivable

2023
2022
£000
£000


Other interest receivable
98
1

98
1


11.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
388
556

Other loan interest payable
90
-

Interest on loans from group undertakings
711
352

Other interest payable
21
-

1,210
908

Page 36

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
1,353
618

Share of Corporation tax of joint venture
12
138

Adjustments in respect of previous periods
180
-


1,545
756

Foreign tax


Foreign tax on income for the year
642
459

642
459

Total current tax
2,187
1,215

Deferred tax


Origination and reversal of timing differences
334
662

Total deferred tax
334
662


Tax on profit
2,521
1,877
Page 37

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities before tax
8,516
10,166


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
2,129
1,932

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
217
21

Capital allowances for year in excess of depreciation
(322)
(151)

Utilisation of tax losses
43
-

Other differences leading to an increase in taxation
264
739

Non-taxable income
(92)
(20)

Capitalised costs ineligible for capital allowances but allowable as revenue items
-
(10)

Other tax charges/(credits)
16
(403)

Differences on overseas tax rates
607
215

Dividends from UK companies
-
(250)

Utilisation of deferred tax
-
515

Non-trading loan relationship deficits carried forward
-
67

Trading loss b/f utilised
(341)
(778)

Total tax charge for the year
2,521
1,877


Factors that may affect future tax charges

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

Page 38

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Exceptional item

2023
2022
£000
£000


Sale of Champs Elysee
-
(3,175)

-
(3,175)


14.


Parent company profit for the year

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 profit after tax of the parent Company for the year was £NIL (2022 - £NIL).


15.


Intangible assets

Group and Company





Development expenditure
Goodwill
Total

£000
£000
£000



Cost


At 1 January 2023
624
2,073
2,697


Additions
268
(498)
(230)


On acquisition of subsidiaries
94
-
94


Foreign exchange movement
(4)
77
73



At 31 December 2023

982
1,652
2,634



Amortisation


At 1 January 2023
412
2,073
2,485


Charge for the year on owned assets
100
(2)
98


Foreign exchange movement
(10)
(8)
(18)



At 31 December 2023

502
2,063
2,565



Net book value



At 31 December 2023
480
(411)
69



At 31 December 2022
211
-
211

Page 39

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           15.Intangible assets (continued)

Goodwill relates to the acquisitons of a Bureau de Change trade in Finland in May 1997, ChangeGroup Estonia OU in June 2022, Global Change SAS in France, 17 branches in Australia and 16 branches in Sweden in 2018.




16.


Tangible fixed assets

Group






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

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
6,667
5,246
3,801
15,714


Additions
4,603
2,611
2,182
9,396


Acquisition of subsidiary
-
-
701
701


Disposals
(40)
(319)
(461)
(820)


Exchange adjustments
32
48
46
126



At 31 December 2023

11,262
7,586
6,269
25,117



Depreciation


At 1 January 2023
4,657
2,810
3,283
10,750


Charge for the year on owned assets
618
695
440
1,753


Acquisition of subsidiary
-
-
59
59


Disposals
(5)
(93)
(459)
(557)


Exchange adjustments
127
107
106
340



At 31 December 2023

5,397
3,519
3,429
12,345



Net book value



At 31 December 2023
5,865
4,067
2,840
12,772



At 31 December 2022
2,010
2,436
518
4,964

Page 40

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           16.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023
2022
£000
£000

Long leasehold
5,865
2,010

5,865
2,010


Page 41

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           16.Tangible fixed assets (continued)


Company






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

£000
£000
£000
£000

Cost or valuation


At 1 January 2023
64
21
83
168


Exchange adjustments
522
(907)
125
(260)



At 31 December 2023

586
(886)
208
(92)



Depreciation


At 1 January 2023
64
20
83
167


Exchange adjustments
522
(906)
125
(259)



At 31 December 2023

586
(886)
208
(92)



Net book value



At 31 December 2023
-
-
-
-



At 31 December 2022
-
1
(1)
-





The net book value of land and buildings may be further analysed as follows:




Page 42

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Group





Investment in joint ventures

£000



Cost or valuation


At 1 January 2023
399


Share of profit/(loss)
(215)



At 31 December 2023
184




Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
580


Additions
641



At 31 December 2023
1,221




Page 43

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

The Change Group International Plc
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
The Change Group Corporation Limited
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
The Change Group London Limited
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
CGX Accessories Limited***
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
The Change Group Denmark ApS
Denmark
Ordinary
100%
The Change Group Helsinki OY
Finland
Ordinary
100%
The Change Group Wechselstuben GmbH
Austria
Ordinary
100%
The Change Group California Inc
USA
Ordinary
100%
The Change Group New York Inc
USA
Ordinary
100%
The Change Group Australia PTY Ltd
Australia
Ordinary
100%
The Change Group France SAS
France
Ordinary
100%
The Change Group Sweden AB
Sweden
Ordinary
100%
ChangeGroup Estonia OU*
Estonia
Ordinary
100%
353 Oxford Street Limited***
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
ChangeGroup ATMs Limited
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
ChangeGroup ATMs Inc
USA
Ordinary
100%
ChangeGroup Spain SA
Spain
Ordinary
100%
ChangeGroup Hospitality Limited**
353 Oxford Street, London, England, W1C 2JG
Ordinary
100%
The Change Group PFE Australia
Australia
Ordinary
100%
The Change Group International (Cyprus) Ltd
Cyprus
Ordinary
100%
The ChangeGroup Italy S.r.l
Italy
Ordinary
100%
TCG Czech Republic S.r.o
Czech Republic
Ordinary
100%
Prosegur Change Singapore Pte Ltd
Singapore
Ordinary
100%
Prosegur Change Iceland Ehf
Iceland
Ordinary
100%

* Liquidated in April 2023
** Dissolved in September 2022
*** Dissolved in April 2024

Page 44

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Associate


The following was an associate of the Company:


Name

Registered office

Class of shares

Holding

Prosegur Change UK Limited
353 Oxford Street, London, England, W1C 2JG
Ordinary
49%

The Company wholly owns The Change Group International Plc, which in turn owns the other Group companies except as listed below:
CGX Accessories Ltd, 353 Oxford Street Ltd, The Change Group France SAS are subsidiaries of The Change Group Corporation Limited. 
The Change Group California Inc is a subsidiary of The Change Group Denmark ApS.
The Change Group ATMs Inc is a subsidiary of The Change Group New York Inc. 


18.


Stocks

Group
Group
2023
2022
£000
£000

Finished goods and goods for resale
9
3

9
3


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 45

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due within one year

Trade debtors
433
251
-
-

Amounts owed by group undertakings
-
-
438
439

Other debtors
4,979
5,101
-
-

Prepayments and accrued income
1,834
1,538
-
-

Tax recoverable
230
236
-
-

7,476
7,126
438
439



20.


Cash and cash equivalents

Group
Group
2023
2022
£000
£000

Cash at bank and in hand
36,904
25,689

Less: bank overdrafts
(200)
(73)

36,704
25,616



21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank overdrafts
200
73
-
-

Bank loans
880
1,008
-
-

Trade creditors
5,793
3,368
-
-

Amounts owed to group undertakings
-
-
640
-

Corporation tax
3,550
1,187
-
-

Other taxation and social security
1,388
934
-
-

Other creditors
4,588
2,914
-
-

Accruals and deferred income
7,588
3,940
-
-

23,987
13,424
640
-


Page 46

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£000
£000

Bank loans
701
2,112

Other loans
19,088
14,243

19,789
16,355


Bank loans and overdrafts are secured by fixed and floating charges over the assets of the Company to which they relate. Cross guarantees exist between United Kingdom companies only. Interest is charged at LIBOR plus 3%.
Other loans are secured by fixed and floating charges over the assets of the Company to which they relate.

Page 47

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£000
£000

Amounts falling due within one year

Bank loans
880
1,008


880
1,008

Amounts falling due 1-2 years

Bank loans
-
1,490

Other loans
6,253
-


6,253
1,490

Amounts falling due 2-5 years

Bank loans
701
621

Other loans
12,835
14,243


13,536
14,864


20,669
17,362


Bank loans are secured by fixed and floating charges over the assets of the Company to which they relate to. Cross guarantees exist between United Kingdom companies only.
Other loans are secured by fixed and floating charges over the assets of the Company to which they relate. A guarantee exists between The Change Group International Plc and The Change Group Sweden AB.

Page 48

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Financial assets

Financial assets measured at amortised cost
41,502
31,038
439,308
439,308

41,502
31,038
439,308
439,308



Financial liabilities

Financial liabilities measured at amortised cost
17,534,217
11,303,413
641,433
-


Financial assets measured at amortised cost comprise of cash, amounts owed to group undertakings, trade and other debtors.


Financial liabilities measured at amortised cost consists of bank loans and overdrafts, amounts owed to group undertakings, hire purchase, accruals, trade and other creditors.

Page 49

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Deferred taxation


Group



2023


£000






At beginning of year
(191)


Charged to profit or loss
(334)


Arising on business combinations
260



At end of year
(265)

Company


2023






At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£000
£000

Accelerated capital allowances
(264)
(136)

Tax losses carried forward
-
(55)

(264)
(191)


26.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



70,000 (2022 - 70,000) Ordinary shares of £1.00 each
70
70


Page 50

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Reserves

Share premium account

Includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

Amounts are transferred following the redemption or purchase of a company's own shares.

Foreign exchange reserve

Comprises transaction differences arising from the translation of financial statements of the Group's foreign entities into sterling.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


28.


Contingent liabilities

There were no contingent liabilities as at 31 December 2023 and 31 December 2022. 


29.


Pension commitments

The Group operates a defined contribution scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £851,000 (2022: £500,000).


30.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£000
£000

Not later than 1 year
19,954
7,997

Later than 1 year and not later than 5 years
58,657
20,009

Later than 5 years
11,167
4,832

89,778
32,838

Page 51

 
THE CHANGE GROUP INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.


Related party transactions

Related party transactions included within creditors is a loan owed to Prosegur Compañía de Seguridad, the new ultimate controlling party of £18,711,484 (2022:£14,242,652). In 2022, 65% of The Change Group International (Holdings) Limited was acquired by Prosegur Cash S.A. (a company incorporated in Spain). The remaining 35% shareholding is with Mr S Zackariya.


32.


Controlling party

The ultimate controlling party is Gubel S.L., a company incorporated in Madrid, Spain and the ultimate parent of the company.

Page 52