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Registered number: 13213053 CMSPI Topco Limited Annual Report and Financial Statements For the Year Ended 30 April 2025
CMSPI Topco Limited Company Information
Directors | B Doyle
| E Frost
| R Kyne
| K Tallar
| A Lawson (resigned 20 February 2025)
| C Wright
| J Kerr
Registered number | 13213053
Registered office | Suite 4fo4 Oxford Place
| 61 Oxford Street
| Manchester
| M1 6EQ
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| Cheshire
| SK1 3GG
CMSPI Topco Limited Contents
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditors' Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Balance Sheet | 11
Company Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13 - 14
Company Statement of Changes in Equity | 15 - 16
Consolidated Statement of Cash Flows | 17
Consolidated Analysis of Net Debt | 18
Notes to the Financial Statements | 19 - 44
CMSPI Topco Limited Group Strategic Report For the Year Ended 30 April 2025
Introduction
The Directors present their Strategic Report for the year ended 30 April 2025.
Business review
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 2023 to 30th April 2024. Revenue The Group recorded revenue of $69.464m (2024: $59.191m). The US business contributed 86% of revenue ($59.5m), with the European business contributing 11% ($7.8m), 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 $39.615m (2024: $30.613m). EBITDA is calculated by taking operating profit before goodwill amortisation of $38.391m and adding back depreciation of $312k and further amortisation costs of $802k and exchange differences of $110k. Adjusted Operating EBITDA in the statutory accounts, which excludes exceptional items of $874k, is $41.147m. Management also adjusts further costs to get to an Adjusted Operating EBITDA used to manage the business. Adjusted Operating EBITDA was $41.147m and is adjusted for $332k of shareholder costs and non-operating costs of $360k 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 $11.260m (2024: $19.338m). The losses before tax arose due to goodwill amortisation of $21.447m (2024: $21.447m) and interest charges of $28.704m (2024: $28.684m). The group has net current assets of $28.024m (2024: $0.647m), and net liabilities of $99.142m (2024: $70.249m) at 30 April 2025. The group had positive cash balances of $18.758m at the year end (2024: $17.459m) and net debt of $236.313m (2024: $228.312m) at the same date. Financing The Group continued to monitor its financial obligations throughout the year. Page 1
CMSPI Topco Limited Group Strategic Report (continued) For the Year Ended 30 April 2025
Principal risks and uncertainties
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 Group's services. Given the Group’s focus on large scale, tier one merchants the Group's 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 Group's 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.
Financial key performance indicators
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 3.28 (2024: 1.88), which was compliant with its debt covenants.
Other key performance indicators
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.
K Tallar Director
Date: 25 October 2025
Page 2
CMSPI Topco Limited Directors' Report For the Year Ended 30 April 2025 The directors present their report and the financial statements for the year ended 30 April 2025.
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 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.
Results and dividends
The loss for the year, after taxation, amounted to $18,662,156 (2024 - loss $24,911,851). No dividends have been paid during the period. The directors do not recommend the payment of a final dividend.
Directors
The directors who served during the year were:
B Doyle
E Frost
R Kyne
K Tallar
A Lawson (resigned 20 February 2025)
C Wright
J Kerr
Future developments
The Group is actively looking at new ways to develop its data and products to make payments more productive. Page 3
CMSPI Topco Limited Directors' Report (continued) For the Year Ended 30 April 2025
Financial instruments
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 $18.8m (2024: $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.
Research and development activities
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.
Engagement with suppliers, customers and others (Section 172 statement)
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.
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.
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 and going concern
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 4
CMSPI Topco Limited Directors' Report (continued) For the Year Ended 30 April 2025 This report was approved by the board and signed on its behalf.
................................................ K Tallar Director
Date: 25 October 2025
Page 5
CMSPI Topco Limited Independent Auditors' Report to the Members of CMSPI Topco Limited
Opinion
We have audited the financial statements of CMSPI Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, 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). 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 30 April 2025 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
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 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. Page 6
CMSPI Topco Limited Independent Auditors' Report to the Members of CMSPI Topco Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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. Page 7
CMSPI Topco Limited Independent Auditors' Report to the Members of CMSPI Topco Limited (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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. Page 8
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.
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 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. Jo Gibson (Senior Statutory Auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants Statutory Auditors 3 Stockport Exchange Stockport Cheshire SK1 3GG 28 October 2025 Page 9
CMSPI Topco Limited Consolidated Statement of Comprehensive Income For the Year Ended 30 April 2025
| 2025 | 2024
Note | $ | $
Turnover | 4 | 69,463,775 | 59,190,727
Cost of sales |  | (384,340) | (265,806)
Gross profit |  | 69,079,435 | 58,924,921
Administrative expenses |  | (29,814,283) | (27,138,597)
Exceptional administrative expenses | 13 | (873,790) | (1,647,474)
Other operating income | 5 | - | 305,776
Operating profit | 6 | 38,391,362 | 30,444,626
Goodwill amortisation | 14 | (21,446,535) | (21,446,535)
Total operating profit |  | 16,944,827 | 8,998,091
Interest receivable and similar income | 10 | 499,232 | 348,494
Interest payable and similar expenses | 11 | (28,704,429) | (28,683,838)
Loss before taxation |  | (11,260,370) | (19,337,253)
Tax on loss | 12 | (7,401,786) | (5,574,598)
Loss for the financial year |  | (18,662,156) | (24,911,851)
Other comprehensive income for the year |  |  |
Currency translation differences |  | (10,578,028) | 1,381,017
Total comprehensive income for the year |  | (29,240,184) | (23,530,834)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (18,662,156) | (24,911,851)
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent Company |  | (29,240,184) | (23,530,834)
The notes on pages 19 to 44 form part of these financial statements.
Page 10
CMSPI Topco Limited Registered number: 13213053 Consolidated Balance Sheet As at 30 April 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 126,356,212 |  | 147,820,934
Tangible assets | 15 |  | 429,337 |  | 445,796
|  |  | 126,785,549 |  | 148,266,730
Current assets |  |  |  |  |
Debtors | 17 | 23,897,269 |  | 21,679,282 |
Cash at bank and in hand | 18 | 18,758,371 |  | 17,459,296 |
|  | 42,655,640 |  | 39,138,578 |
Creditors: amounts falling due within one year | 19 | (14,912,405) |  | (38,492,037) |
Net current assets |  |  | 27,743,235 |  | 646,541
Total assets less current liabilities |  |  | 154,528,784 |  | 148,913,271
Creditors: amounts falling due after more than one year | 20 |  | (253,952,044) |  | (219,162,337)
Provisions for liabilities |  |  |  |  |
Net liabilities |  |  | (99,423,260) |  | (70,249,066)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 133,712 |  | 134,269
Share premium account | 24 |  | 2,680,791 |  | 3,785,342
Capital redemption reserve | 24 |  | 1,242 |  | 707
Foreign exchange reserve | 24 |  | 2,847,696 |  | 13,425,724
Profit and loss account | 24 |  | (105,086,701) |  | (87,595,108)
|  |  | (99,423,260) |  | (70,249,066)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K Tallar
Director
Date: 25 October 2025
The notes on pages 19 to 44 form part of these financial statements. Page 11
CMSPI Topco Limited Registered number: 13213053 Company Balance Sheet As at 30 April 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Investments | 16 |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors | 17 | 3,005,387 |  | 3,799,606 |
Creditors: amounts falling due within one year |  | - |  | (1,128,577) |
Net current assets |  |  | 3,005,387 |  | 2,671,029
Total assets less current liabilities |  |  | 3,005,388 |  | 2,671,030
Net assets |  |  | 3,005,388 |  | 2,671,030
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 133,712 |  | 134,269
Share premium account | 24 |  | 2,680,791 |  | 3,785,342
Capital redemption reserve | 24 |  | 1,242 |  | 707
Foreign exchange reserve | 24 |  | (215,879) |  | (405,849)
Profit and loss account brought forward |  | (843,439) |  | 323,357 |
(Loss)/profit for the year |  | 78,398 |  | (1,166,792) |
Other changes in the profit and loss account |  | 1,170,563 |  | (4) |
Profit and loss account carried forward |  |  | 405,522 |  | (843,439)
|  |  | 3,005,388 |  | 2,671,030
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K Tallar
Director
Date: 25 October 2025
The notes on pages 19 to 44 form part of these financial statements. Page 12

|  | CMSPI Topco Limited |
Consolidated Statement of Changes in Equity For the Year Ended 30 April 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account | Total equity
|  | $ | $ | $ | $ | $ | $
| At 1 May 2024 | 134,269 | 3,785,342 | 707 | 13,425,724 | (87,595,108) | (70,249,066)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (18,662,156) | (18,662,156)
| Currency translation differences | - | - | - | (10,578,028) | - | (10,578,028)
| Total comprehensive loss for the year | - | - | - | (10,578,028) | (18,662,156) | (29,240,184)
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 535 | - | (375,590) | (375,055)
| Shares issued during the year | - | 441,602 | - | - | - | 441,602
| Shares redeemed during the year | (557) | - | - | - | - | (557)
| Capital reduction | - | (1,546,153) | - | - | 1,546,153 | -
| Total transactions with owners | (557) | (1,104,551) | 535 | - | 1,170,563 | 65,990
| At 30 April 2025 | 133,712 | 2,680,791 | 1,242 | 2,847,696 | (105,086,701) | (99,423,260)
Page 13

|  | CMSPI Topco Limited |
Consolidated Statement of Changes in Equity For the Year Ended 30 April 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account | Total equity
|  | $ | $ | $ | $ | $ | $
| At 1 May 2023 | 133,117 | 2,925,334 | 241 | 12,044,707 | (62,683,253) | (47,579,854)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (24,911,851) | (24,911,851)
| Currency translation differences | - | - | - | 1,381,017 | - | 1,381,017
| Total comprehensive income/(loss) for the year | - | - | - | 1,381,017 | (24,911,851) | (23,530,834)
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 466 | - | (4) | 462
| Shares issued during the year | 1,618 | 860,008 | - | - | - | 861,626
| Shares redeemed during the year | (466) | - | - | - | - | (466)
| Total transactions with owners | 1,152 | 860,008 | 466 | - | (4) | 861,622
| At 30 April 2024 | 134,269 | 3,785,342 | 707 | 13,425,724 | (87,595,108) | (70,249,066)
| The notes on pages 19 to 44 form part of these financial statements.
Page 14

|  | CMSPI Topco Limited |
Company Statement of Changes in Equity For the Year Ended 30 April 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account | Total equity
|  | $ | $ | $ | $ | $ | $
| At 1 May 2024 | 134,269 | 3,785,342 | 707 | (405,849) | (843,439) | 2,671,030
| Comprehensive income for the year |  |  |  |  |  |
| Profit for the year | - | - | - | - | 78,398 | 78,398
| Currency translation differences | - | - | - | 189,970 | - | 189,970
| Total comprehensive income for the year | - | - | - | 189,970 | 78,398 | 268,368
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 535 | - | (375,590) | (375,055)
| Shares issued during the year | - | 441,602 | - | - | - | 441,602
| Shares redeemed during the year | (557) | - | - | - | - | (557)
| Capital reduction | - | (1,546,153) | - | - | 1,546,153 | -
| Total transactions with owners | (557) | (1,104,551) | 535 | - | 1,170,563 | 65,990
| At 30 April 2025 | 133,712 | 2,680,791 | 1,242 | (215,879) | 405,522 | 3,005,388
Page 15

|  | CMSPI Topco Limited |
Company Statement of Changes in Equity For the Year Ended 30 April 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account | Total equity
|  | $ | $ | $ | $ | $ | $
| At 1 May 2023 | 133,117 | 2,925,334 | 241 | (299,755) | 323,357 | 3,082,294
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (1,166,792) | (1,166,792)
| Currency translation differences | - | - | - | (106,094) | - | (106,094)
| Total comprehensive income for the year | - | - | - | (106,094) | (1,166,792) | (1,272,886)
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 466 | - | (4) | 462
| Shares issued during the year | 1,618 | 860,008 | - | - | - | 861,626
| Shares redeemed during the year | (466) | - | - | - | - | (466)
| Total transactions with owners | 1,152 | 860,008 | 466 | - | (4) | 861,622
| At 30 April 2024 | 134,269 | 3,785,342 | 707 | (405,849) | (843,439) | 2,671,030
| The notes on pages 19 to 44 form part of these financial statements.
Page 16

CMSPI Topco Limited Consolidated Statement of Cash Flows For the Year Ended 30 April 2025
|  |  | 2025 | 2024
|  |  | $ | $
Cash flows from operating activities |  |
Loss for the financial year | (18,662,156) | (24,911,851)
Adjustments for: |  |
Amortisation of intangible assets | 21,751,419 | 21,556,947
Depreciation of tangible assets | 311,896 | 273,799
Loss on disposal of tangible assets | - | 92,809
Gain on disposal of loan notes | - | (305,776)
Interest payable | 28,704,429 | 28,683,838
Interest received | (499,232) | (348,494)
Taxation charge | 7,401,786 | 5,574,598
(Increase) in debtors | (1,957,006) | (3,437,941)
(Decrease)/increase in creditors | (3,368,124) | 3,218,523
Corporation tax (paid) | (4,292,900) | (2,912,415)
Net cash generated from operating activities | 29,390,112 | 27,484,037
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (195,284) | (630,653)
Purchase of tangible fixed assets | (250,345) | (304,651)
Interest received | 499,232 | 348,494
Payment of deferred amounts to shareholders | - | (1,959,490)
Net cash from investing activities | 53,603 | (2,546,300)
Cash flows from financing activities |  |
Issue of ordinary shares | 397,934 | 361,550
Ordinary shares repurchased | (375,612) | (4)
New secured loans | 76,234,794 | -
Repayment of other loans | (49,700,649) | -
Interest paid | (55,130,034) | (25,268,444)
Net cash used in financing activities | (28,573,567) | (24,906,898)
Net increase in cash and cash equivalents | 870,148 | 30,839
Cash and cash equivalents at beginning of year | 17,459,296 | 17,488,457
Foreign exchange gains and losses | 428,927 | (60,000)
Cash and cash equivalents at the end of year | 18,758,371 | 17,459,296
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 18,758,371 | 17,459,296
Page 17
CMSPI Topco Limited Consolidated Analysis of Net Debt For the Year Ended 30 April 2025
|  | At 1 May 2024 | Cash flows | Interest accrued (non-cash) | Foreign exchange differences (non-cash) | At 30 April 2025
|  | $ | $ | $ | $ | $
Cash at bank and in hand | 17,459,296 | 870,148 | - | 428,927 | 18,758,371
Debt due after 1 year | (219,162,337) | (26,534,145) | - | (8,255,562) | (253,952,044)
Debt due within 1 year | (26,609,335) | 55,129,634 | (28,704,027) | (935,744) | (1,119,472)
| (228,312,376) | 29,465,637 | (28,704,027) | (8,762,379) | (236,313,145)
The notes on pages 19 to 44 form part of these financial statements.
Page 18
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
1. | General information
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
| 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 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:
| 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 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. Page 19
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.3 | Going concern
At the year end, the group had net current assets of $28,024,272 (2024: $646,541) and net liabilities of $99,142,223 (2024: $70,249,066). At the same date, the company had net assets of $3,005,388 (2024: $2,671,030). 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.
| 2.4 | Foreign currency translation
Functional and presentation currency The Group and Company's functional and presentational currency is USD. 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. On consolidation, the results of operations denominated in currencies other than Dollars are translated into Dollars 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. The closing exchange rate used to translate the non-USD subsidiaries in USD are as follows: - GBP 1.340 (2024: 1.250) - EUR 1.140 (2024: 1.068) - SGP 0.770 (2024: 0.735) - AUD 0.640 (2024: 0.651) Page 20
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.5 | 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. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | 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.
| 2.7 | 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.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | 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.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 21
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.11 | 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.12 | 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 balance sheet 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 balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.13 | 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 22
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.14 | 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. 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 | - | 5 | years
|  |  |  | Goodwill | - | 10 | years
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 3 years straight line
|  |  |  | Computer equipment | - | 2 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 23
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.17 | 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.
| 2.18 | 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.
| 2.19 | 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.
| 2.20 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
| 2.21 | 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. Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation. Increases in provisions are generally charged as an expense to profit or loss.
| 2.22 | 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. 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. Page 24
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.22 | Financial instruments (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 Page 25
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.22 | Financial instruments (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.
| 2.23 | Financial liabilities
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: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. 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. Derecognition of financial liabilities A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. 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. Page 26
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's and Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Recognition, carrying value and amortisation period of goodwill Goodwill of $125 million (2024: $147 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 (2024: $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 $927k (2024: $1.5m). 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 25 are directly payable to the original shareholders of CMS Payments Intelligence Limited. An amount of $4.26m (2024: $2.90m) is owing at the balance sheet date which reflects payments made to original shareholders during the year of $Nil, new amounts falling due of $1.15m, and exchange rate movements of $0.21m. 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. Page 27
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
4. | Turnover
The whole of the turnover is attributable to its principal activity as described in note 1. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| United Kingdom | 2,638,434 | 5,161,508
| Rest of Europe | 4,993,636 | 3,663,613
| Rest of the world | 61,831,705 | 50,365,606
|  | 69,463,775 | 59,190,727
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Gain on disposal of loan notes | - | 305,776
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Exchange differences | 109,902 | (202,777)
| Other operating lease rentals | 664,942 | 649,337
| Loss on disposal of fixed assets | - | 92,809
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 19,825 | 9,160
| Fees payable to the Company's auditors for the audit of subsidiary entities | 84,983 | 45,425
| Fees payable to the Company's auditors for taxation services | 33,634 | 30,000
| Fees payable to the Company's auditors for all other services | - | 14,560
Page 28
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Wages and salaries | 18,109,537 | 15,545,929 | - | -
| Social security costs | 1,296,309 | 1,325,764 | - | -
| Cost of defined contribution scheme | 539,038 | 505,799 | - | -
|  | 19,944,884 | 17,377,492 | - | -
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | United Kingdom | 43 | 42
|  | United States of America | 58 | 52
|  | Europe | 4 | 4
|  | Australia | 4 | 3
|  |  | 109 | 101
| The Company has no employees other than the directors, who did not receive any remuneration.
Page 29
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Directors' emoluments including fees | 2,307,062 | 2,327,773
| Group contributions to defined contribution pension schemes | 121,917 | 126,445
|  | 2,428,979 | 2,454,218
| During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of $750,241 (2024 - $791,366).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $48,125 (2024 - $66,085).
| Included above are fees paid to third parties for Directors services of $331,602 (2024: $274,375). Other transactions with directors Directors sold a total of Nil (2024: 1,417,825) shares during the year.
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Other interest receivable | 499,232 | 348,494
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Bank interest payable | 12,959,074 | 9,726,848
| Other interest payable | 15,745,355 | 18,956,990
|  | 28,704,429 | 28,683,838
Page 30
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Corporation tax |  |
| Current tax on profits for the year | 5,185,245 | 4,293,304
| Adjustments in respect of previous periods | - | (113,646)
|  | 5,185,245 | 4,179,658
| Foreign tax |  |
| Foreign tax on income for the year | 2,182,266 | 1,784,175
| Total current tax | 7,367,511 | 5,963,833
| Deferred tax |  |
| Origination and reversal of timing differences | 34,275 | (389,235)
| Total deferred tax | 34,275 | (389,235)
| Taxation on profit on ordinary activities | 7,401,786 | 5,574,598
Page 31
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Loss on ordinary activities before tax | (11,260,370) | (19,337,253)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (2,815,093) | (4,834,313)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 5,361,634 | 5,350,000
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 181,783 | 1,846,751
| Effect of transfer pricing on deductibility of interest costs | 3,155,022 | 3,448,108
| Fixed asset differences | - | 24,148
| Adjustments to tax charge in respect of prior periods | - | (131,304)
| Difference arising due to taxes imposed on overseas subsidiaries, not in UK | 62,782 | 711,210
| Witholding taxes | 262,905 | -
| Movement in unrelieved tax losses carried forward - deferred tax asset not recognised | (1,427,590) | (3,590,582)
| Impact of removal of foreign exchange differences from subsidiary profits - no impact on tax | 1,594,938 | -
| Other differences leading to an increase (decrease) in the tax charge | (128,356) | (148,418)
| Payable to original shareholders of group re: EMI tax credit | 1,153,761 | 2,898,998
| Total tax charge for the year | 7,401,786 | 5,574,598
| Factors that may affect future tax charges
There were no factors that may affect tax charges. Page 32
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
13. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Costs in relation to share transactions | - | 1,380,539
| Restructuring costs | 705,902 | 233,431
| Other exceptional legal and professional costs | 167,888 | 33,504
|  | 873,790 | 1,647,474
| The group incurred staff costs of $706k that were classed as exceptional. Legal fees of $168k were also incurred during the year which were deemed as exceptional in nature.
14. | Intangible assets
| Group and Company
|  | Development expenditure | Goodwill | Total
|  | $ | $ | $
| Cost |  |  |
| At 1 May 2024 | 1,380,024 | 214,465,350 | 215,845,374
| External additions | 151,973 | - | 151,973
| Internal additions | 43,311 | - | 43,311
| Foreign exchange movement | 99,363 | - | 99,363
| At 30 April 2025 | 1,674,671 | 214,465,350 | 216,140,021
| Amortisation |  |  |
| At 1 May 2024 | 110,412 | 67,914,028 | 68,024,440
| Charge for the year on owned assets | 304,884 | 21,446,535 | 21,751,419
| Foreign exchange movement | 7,950 | - | 7,950
| At 30 April 2025 | 423,246 | 89,360,563 | 89,783,809
| Net book value |  |  |
| At 30 April 2025 | 1,251,425 | 125,104,787 | 126,356,212
| At 30 April 2024 | 1,269,612 | 146,551,322 | 147,820,934
Page 33
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 14.Intangible assets (continued)
| Development Expenditure During the year, the company spent $195,284 on development projects that met the recognition criteria. This was a combination of external consultancy and development services and internal staff time. During the period the projects were completed and amortisation therefore commenced. The expected useful life of development expenditure is five years. Goodwill Goodwill arose upon the acquisition of CMS Payments Intelligence Limited, and is to be written off over ten years, the maximum permitted by the provisions of FRS 102. Eight years remain to be amortised at the balance sheet date. Due to its size and nature, management have deemed it appropriate to display goodwill amortisation on the face of the profit and loss account to more fairly represent the results of the group before and after amortisation is applied.
15. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Computer equipment | Total
|  | $ | $ | $
| Cost or valuation |  |  |
| At 1 May 2024 | 148,262 | 623,102 | 771,364
| Additions | 23,626 | 226,719 | 250,345
| Disposals | 30,461 | (150,868) | (120,407)
| Exchange adjustments | 14,609 | 34,139 | 48,748
| At 30 April 2025 | 216,958 | 733,092 | 950,050
| Depreciation |  |  |
| At 1 May 2024 | 42,993 | 282,575 | 325,568
| Charge for the year on owned assets | 56,918 | 254,978 | 311,896
| Disposals | - | (148,874) | (148,874)
| Exchange adjustments | 9,291 | 22,832 | 32,123
| At 30 April 2025 | 109,202 | 411,511 | 520,713
| Net book value |  |  |
| At 30 April 2025 | 107,756 | 321,581 | 429,337
| At 30 April 2024 | 105,269 | 340,527 | 445,796
Page 34
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | $
| Cost or valuation |
| At 1 May 2024 | 1
| At 30 April 2025 | 1
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| CMSPI Midco 1 Limited | As the company | Ordinary | 100%
Page 35
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| CMSPI Midco 2 Limited | As the company | Ordinary | 100%
| CMSPI Bidco Limited | As the company | Ordinary | 100%
| CMS Payments Intelligence Limited | As the company | Ordinary | 100%
| CMS Payments Intelligence Inc | 55 Allen Plaza, 55 Ivan Allen Jr Blvd, Atlanta, GA 30308, United States of America | Ordinary | 100%
| CMS Payments Intelligence Pte Limited | 21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore 039190 | Ordinary | 100%
| CMS Payments Intelligence Pty Limited | 477 Pitt St, Haymarket Sydney, NSW 2000, Australia | Ordinary | 100%
| CMS Payments Intelligence GmbH | Brette Str. 27, 40213 Dusseldorf, Germany | Ordinary | 100%
| All subsidiaries are included in the Consolidated financial statements. All UK companies have been subject to audit. The following entities have no local requirements for audit, but have been audited to the extent that they are material to the Consolidated financial statements: - CMS Payments Intelligence Inc - CMS Payments Intelligence Pty Limited - CMS Payments Intelligence GMBH
Page 36
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Due after more than one year |  |  |  |
| Amounts owed by group undertakings | - | - | 1,966,672 | 1,050,365
| Other debtors | - | 617,147 | - | -
| Prepayments and accrued income | 2,033,842 | 868,241 | - | -
|  | 2,033,842 | 1,485,388 | 1,966,672 | 1,050,365
| Due within one year |  |  |  |
| Trade debtors | 11,933,922 | 11,214,815 | - | -
| Amounts owed by group undertakings | - | - | 1,038,715 | 2,749,241
| Other debtors | 447,567 | 408,589 | - | -
| Prepayments and accrued income | 8,986,343 | 8,037,723 | - | -
| Deferred taxation | 495,595 | 532,767 | - | -
|  | 23,897,269 | 21,679,282 | 3,005,387 | 3,799,606
18. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Cash at bank and in hand | 18,758,371 | 17,459,296
Page 37
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Bank loans | - | 2,400,783 | - | -
| Other loans | 1,119,472 | 24,208,550 | - | -
| Trade creditors | 739,707 | 1,387,397 | - | 32,711
| Corporation tax | 3,467,626 | 1,442,888 | - | -
| Other taxation and social security | 226,336 | 476,863 | - | -
| Other creditors | 5,609,545 | 3,376,588 | - | -
| Accruals and deferred income | 3,749,719 | 5,198,968 | - | 1,095,866
|  | 14,912,405 | 38,492,037 | - | 1,128,577
| Other loans due within one year relates to interest payable on the group's loan notes, which are due for repayment in 2028. Interest is due for payment upon the presentation of a request signed by the majority of loan note holders, although the actual payment must be ratified by both the "Investor" entity and the individual defined as the "Founder." Both hold loan notes in the business. As a result of the above, payments are made only when deemed appropriate by both sets of loan note holders mentioned above. Please see note 21 for further information.
| The following liabilities were secured:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Bank loans | - | 2,400,783
| Details of security provided:
Security on the above is provided by means of fixed and floating charges over the assets of the group. Page 38
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Bank loans | 153,803,345 | 77,568,551
| Other loans | 100,148,699 | 141,593,786
|  | 253,952,044 | 219,162,337
| The following liabilities were secured:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Bank loans | 153,803,345 | 77,568,551
| Details of security provided:
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.
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Amounts falling due within one year |  |
| Bank loans | - | 2,400,783
| Other loans | 1,119,472 | 24,208,550
|  | 1,119,472 | 26,609,333
| Amounts falling due 2-5 years |  |
| Bank loans | 153,803,345 | 77,568,551
| Other loans | 100,148,699 | 141,593,786
|  | 253,952,044 | 219,162,337
|  | 255,071,516 | 245,771,670
Page 39
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 21.Loans (continued)
| Further information is provided below regarding the loans in place within the group: Bank loans The group has a loan of $153,803,345 due from an external financier. During the year, a new drawdown of $76,234,794 was agreed with the financier. Interest is charged on this loan at a variable rate, based on a set margin above SONIA. Interest is due to be paid every six months, and therefore unpaid interest on the loan is shown as due within one year. The loan capital is due in March 2028, seven years from the date of granting the loan, and therefore this is shown as being due in two to five years. Initial loan arrangement fees of $2,133,136 were incurred in respect of this loan which were prepaid in full. Additional loan arrangement fees of $1,986,773 were incurred in respect of the drawdown mentioned above, and have also been prepaid in full. During the year, an amount of $510,877 (2024: $291,138) was expensed to the Statement of comprehensive income. Interest of $12,932,671 (2024: $9,726,848) was charged on the bank loans during the year. Amounts of $15,333,455 (2024: $9,551,485) were paid during the year, which included accrued interest as at 1 May 2024. Bank loans are secured by means of fixed and floating charges over the assets of the group. Other loans - Loan notes The group has loan notes which are due to shareholders of the group. Interest is charged at a fixed rate and compounds quarterly if not paid. In respect of interest payable on the group's loan notes, this is due for payment upon the presentation of a request signed by the majority of loan note holders, although the actual payment must be ratified by both the "Investor" entity and the individual defined as the "Founder." Both hold loan notes in the business. As a result of the above, payments are made only when deemed appropriate by both sets of loan note holders mentioned above. During the year, interest of $15,745,355 (2024: $18,956,990) was charged on the loan notes. Amounts of $88,896,651 (2024: $15,716,959) were paid during the year. This included loan note capital and interest, some of which was held as a liability at 1 May 2024. The loan notes themselves are redeemable at par at the earlier of: - Seven years from the date of issue; - A subsequent sale of the group headed by the ultimate parent; - The group being listed on a stock exchange. Currently, there is no sale or listing imminent, therefore the loan notes are shown as being due within two to five years. All loan notes are unsecured.
Page 40
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
22. | Deferred taxation
| Group
|  | 2025 | 2024
|  | $ | $
| At beginning of year | 532,767 | 143,196
| Credited / (Charged) to profit or loss | (34,275) | 389,235
| Foreign exchange differences | (2,897) | 336
| At end of year | 495,595 | 532,767
| Company
|  | 2025 | 2024
| At end of year | - | -
| The deferred tax asset is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Accelerated capital allowances | (118,538) | (40,247)
| Other timing differences | 614,133 | 573,014
|  | 495,595 | 532,767
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 5,991,388 (2024 - 5,991,388) Ordinary A shares of $0.0139 each | 83,280 | 83,280
|  | 2,855,331 (2024 - 2,863,473) Ordinary B shares of $0.0139 each | 39,689 | 39,802
|  | 772,903 (2024 - 804,816) Ordinary C shares of $0.0139 each | 10,743 | 11,187
|  |  | 133,712 | 134,269
Page 41
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025 23.Share capital (continued)
| Shares rank pari-passu in all respects. Shares in the company are denominated in Pound Sterling (£) and are all issued at £0.01 per share. The shares are translated to United States Dollars ($) 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: - The company repurchased 8,142 B shares and 49,913 C shares from exiting employees. The company paid £270,210 for these shares, translated to $375,590 in these financial statements. - Of these, 18,000 were immediately re-issued as C shares to current employees at £17.65 per share. No capital redemption reserve was created for these shares, and the premium created of £317,700 was credited in full to share premium, translated to $441,602 in these financial statements. - The remaining 40,055 shares were cancelled, and thus a capital redemption reserve of £401 was created, translated to $557 in these financial statements.
24. | Reserves
Share premium account The share premium account represents the premium paid over the nominal value of share capital. During the period, the directors passed the necessary resolutions to execute a capital reduction, which reduced share premium by £1,112,340, translated to $1,546,153 in these financial statements. Capital redemption reserve The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares. Foreign exchange reserve The foreign exchange reserve represents the foreign exchange movements arising on translation of overseas subsidiaries of the group. Profit and loss account The profit and loss account represents accumulated profits and losses since incorporation, net of dividends paid. As noted above, a capital reduction was executed during the period, which increased the profit and loss reserve by £1,112,340, translated to $1,546,153 in these financial statements. Page 42
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
25. | Contingent assets
The Group has provided services to customers participating in legal actions against card schemes in relation to multilateral interchange fees. The Group’s consideration includes a variable fee calculated as a percentage of customer recoveries, which may be determined on either a gross or net basis and may include interest elements. At 30 April 2025, and the date of signing the financial statements, while legal outcomes to date have been favourable to merchants, allocation processes and settlement distributions remain ongoing. In accordance with FRS 102 Section 21, no asset has been recognised because inflows are not yet virtually certain. The matter is disclosed as a contingent asset as an inflow is probable. At the date of approval of these financial statements, management does not have sufficient information to measure reliably the amount or timing of any such inflows; accordingly, it is not practicable to provide a meaningful quantitative estimate of the potential financial effect.
26. | Contingent liabilities
Benefits due to original shareholders of CMS Payments Intelligence Limited 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 $4.261m (2024: $2,899m) is owing at the balance sheet date which reflects payments made to original shareholders during the year of $Nil and new amounts becoming due of $1.154m. Details of this transaction are further disclosed in note 29. 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. Cross party guarantee 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 2025 is $153,803,345 (2024: $77,568,551).
27. | Pension commitments
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 $539,038 (2024: $369,866). Contributions totaling $102,248 (2024: $73,543) were payable to the fund at the balance sheet date.
28. | Commitments under operating leases
| At 30 April 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Not later than 1 year | 392,206 | 390,182
| Later than 1 year and not later than 5 years | 324,157 | 810,707
|  | 716,363 | 1,200,889
Page 43
CMSPI Topco Limited Notes to the Financial Statements For the Year Ended 30 April 2025
29. | Related party transactions
| Loan note instruments The shareholders of the group hold loan note instruments issued by a subsidiary of the company. During the year, interest of $15,745,355 (2024: $18,956,990) was charged on the loan notes. Amounts of $88,896,651 (2024: $15,716,959) were paid during the year, which includes both capital and interest balances. No individuals whom held loan notes left the group during the year, and as a result loan notes and unpaid interest with a total value of $Nil (2024: $306k) were extinguished. The gain made by the company of $Nil (2024: $306k) has been credited to the statement of comprehensive income. As these loan notes are held in GBP, there were also movements in the liabilities arising from the movement of foreign exchange rates between the beginning and end of the year. As a result, an amount of $8,616,471 (2024: $1,168,781 credit) has been charged to the statement of comprehensive income. At the year end, the group owed the shareholders $101,268,171 (2024: $165,802,336) in respect of these loans. The interest is payable within one year, and the loan notes themselves are redeemable in March 2028. Benefits arising as a result of the purchase of CMS Payments Intelligence Limited and its subsidiaries 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 $4.261m (2024: $2,899m) is owing at the balance sheet date which reflects payments made to original shareholders during the year of $Nil, and new amounts becoming due of $1,154m. Other transactions with shareholders During the year, the group incurred management charges and other fees from its shareholders amounting to $332k (2024: $1,426k). At the year end, amounts of $105k (2024: $1k) were owing to shareholders in respect of these transactions. Other related party transactions The group made sales of $271k (2024: $171k) to companies that were under common control of the ultimate parent entity. $4k (2024: $17k) was owing from these companies at the year end. The group also incurred costs of $10k (2024: $Nil) from companies that were under common control of the ultimate parent entity. $Nil (2024: $Nil) was owing to these companies at the year end. Key management compensation Key management compensation for the period, including salaries, commissions, fees and pension contributions, totalled $3,469,676 (2024: $3,426,537).
30. | Controlling party
The controlling party at the balance sheet date was Inflexion Partnership Capital II Investments LP, a limited partnership incorporated in Guernsey, by virtue of its ownership of the A share capital, which constituted 62.3% of the company's voting share capital at that date. 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 CMSPI Topco Limited (ie the company), incoroporated in the United Kingdom, which has a registered address of Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, Greater Manchester, M1 6EQ.
Page 44