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CMSPI Topco Limited
Consolidated Statement of Cash Flows
For the Year Ended 30 April 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Gain on disposal of loan notes
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Payment of deferred amounts to shareholders
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Net cash from investing activities
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Cash flows from financing activities
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Ordinary shares repurchased
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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CMSPI Topco Limited
Consolidated Analysis of Net Debt
For the Year Ended 30 April 2025
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Interest accrued (non-cash)
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Foreign exchange differences (non-cash)
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The notes on pages 19 to 44 form part of these financial statements.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company has not presented it's own Statement of Cash flows as these are included within the Consolidated Statement of Cash flows, as permitted under the provisions of FRS 102.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 19 February 2021.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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.
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Foreign currency translation
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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)
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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.
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Operating leases: the Group as lessee
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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.
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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.
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Current and deferred taxation
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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.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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:
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:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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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.
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.
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.
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Provisions for liabilities
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:
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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
The whole of the turnover is attributable to its principal activity as described in note 1.
Analysis of turnover by country of destination:
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Gain on disposal of loan notes
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The operating profit is stated after charging:
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Other operating lease rentals
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Loss on disposal of fixed assets
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors for the audit of subsidiary entities
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Fees payable to the Company's auditors for taxation services
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Fees payable to the Company's auditors for all other services
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Directors' emoluments including fees
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of $750,241 (2024 - $791,366).
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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).
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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.
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Other interest receivable
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Interest payable and similar expenses
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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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:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Effect of transfer pricing on deductibility of interest costs
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Adjustments to tax charge in respect of prior periods
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Difference arising due to taxes imposed on overseas subsidiaries, not in UK
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Movement in unrelieved tax losses carried forward - deferred tax asset not recognised
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Impact of removal of foreign exchange differences from subsidiary profits - no impact on tax
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Other differences leading to an increase (decrease) in the tax charge
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Payable to original shareholders of group re: EMI tax credit
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect tax charges.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Costs in relation to share transactions
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Other exceptional legal and professional costs
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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.
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Foreign exchange movement
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Charge for the year on owned assets
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Foreign exchange movement
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
14.Intangible assets (continued)
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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.
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Charge for the year on owned assets
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Investments in subsidiary companies
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Direct subsidiary undertaking
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The following was a direct subsidiary undertaking of the Company:
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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CMS Payments Intelligence Limited
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CMS Payments Intelligence Inc
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55 Allen Plaza, 55 Ivan Allen Jr Blvd, Atlanta, GA 30308, United States of America
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CMS Payments Intelligence Pte Limited
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21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore 039190
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CMS Payments Intelligence Pty Limited
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477 Pitt St, Haymarket Sydney, NSW 2000, Australia
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CMS Payments Intelligence GmbH
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Brette Str. 27, 40213 Dusseldorf, Germany
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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
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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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.
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The following liabilities were secured:
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Details of security provided:
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Security on the above is provided by means of fixed and floating charges over the assets of the group.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Creditors: Amounts falling due after more than one year
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The following liabilities were secured:
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Details of security provided:
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Security on the above is provided by means of fixed and floating charges over the assets of the group.
Please see note 21 for further information on loans.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
21.Loans (continued)
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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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Credited / (Charged) to profit or loss
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Foreign exchange differences
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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5,991,388 (2024 - 5,991,388) Ordinary A shares of $0.0139 each
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2,855,331 (2024 - 2,863,473) Ordinary B shares of $0.0139 each
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772,903 (2024 - 804,816) Ordinary C shares of $0.0139 each
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
23.Share capital (continued)
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Shares rank pari-passu in all respects.
Shares in the company are denominated in Pound Sterling (£) and are all issued at £0.01 per share. The shares are translated to United States Dollars ($) 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.
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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.
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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.
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).
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.
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Commitments under operating leases
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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:
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Later than 1 year and not later than 5 years
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CMSPI Topco Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Related party transactions
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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).
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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.
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