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Registered number:
For the Year Ended
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CMSPI Midco 1 Limited
Company Information
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CMSPI Midco 1 Limited
Contents
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CMSPI Midco 1 Limited
Strategic Report
For the Year Ended 30 April 2025
The directors present the Strategic Report for the year ended 30 April 2025.
The company is an intermediate holding company. The company's performance is measured by reference to the trading subsidiaries, CMS Payments Intelligence Limited and its subsidiaries, CMS Payments Intelligence Inc (incoroporated in the United States of America), CMS Payments Intelligence Pte Limited (incorporated in Singapore), CMSPI Pty Limited (incorporated in Australia) and CMSPI Gmbh (incorporated in Germany).
The company holds intercompany balances both due to and from fellow group members. Interest is charged on those balances in line with agreements held with those parties. During the year, the company received interest income of £2.4m (2024: £5.6m) and was charged interest of £117k (2024: £113k) on intercompany balances. The company also holds loan notes due to shareholders of the ultimate parent company. Interest is charged on these loan notes at a fixed rate and they are serviced in line with the loan note agreements. During the year, the company was charged interest of £12.3m (2024: £15.1m) on shareholder loan notes. A gain of £nil (2024: £245k) was recognised in operating profit in respect of gains arising on the acquisition of loan notes from exiting loan note holders. The company has net current assets of £40m (2024: £87.1m), and net liabilities of £36.2m (2024: £26.1m) at 30 April 2025. The main balance sheet movements in the year relate to changes in intercompany loans payable and receivable and movements in the associated interest debtors and accruals balances.
The principal risk for the company is that the performance of the trading companies within the group of which it is a member do not make sufficient profits to service the external debts that the group owes.
Other principal risks include the impact of increasing interest rates due to the level of interest bearing borrowing. These risks are mitigated by close financial management of the company's finances and cash flows and by only entering into fixed rate borrowing instruments which mitigates against the risk of rising interest rates.
As an intermediary holding company, the only KPI's considered by management is in relation to debt service cover which is managed at the consolidated group level.
The Group considers the ratio of consoidated EBITDA to External Debt as a KPI, as this is key to compliance with its debt servicing covenants. At the year end, the directors calculated this ratio to be 3.28 (2024: 1.88), which was compliant with its debt covenants.
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CMSPI Midco 1 Limited
Strategic Report (continued)
For the Year Ended 30 April 2025
This report was approved by the board and signed on its behalf.
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CMSPI Midco 1 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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £9,825,151 (2024 - loss £9,319,693).
No dividends were paid during the period. The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
The company is expected to continue as a holding company and will service its loans as required.
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CMSPI Midco 1 Limited
Directors' Report (continued)
For the Year Ended 30 April 2025
The Company, and Group that it heads, fosters fair and transparent payment terms to maintain strong supplier relationships across a diverse supply chain. Suppliers, whether small businesses or large multinationals, share the Company’s values and commitment to fair treatment.
To maintain robust client relationships, each client is assigned a dedicated account manager with expertise in the payments industry. Clients benefit from regular updates on industry changes and webinars that address emerging challenges. Our employees are integral to our growth, incentivised through equity plans and valuation-driven bonuses. Employee feedback is crucial and collected quarterly through anonymous surveys, ensuring leadership stays informed of their concerns.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
At the year end, the company had net current assets of £40m (2024: £87m), and net liabilities of £36m (2024: £26m). The directors have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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CMSPI Midco 1 Limited
Independent Auditors' Report to the Members of CMSPI Midco 1 Limited
We have audited the financial statements of CMSPI Midco 1 Limited (the 'Company') for the year ended 30 April 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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CMSPI Midco 1 Limited
Independent Auditors' Report to the Members of CMSPI Midco 1 Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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CMSPI Midco 1 Limited
Independent Auditors' Report to the Members of CMSPI Midco 1 Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. • The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. • Supporting documentation relating to the Company's policies and procedures for: - Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud • The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. • The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. • The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: • Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. • Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. • Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. • Enquiring of management about any actual and potential litigation and claims. • Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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CMSPI Midco 1 Limited
Independent Auditors' Report to the Members of CMSPI Midco 1 Limited (continued)
We have also considered the risk of fraud through management override of controls by: • Testing the appropriateness of journal entries and other adjustments; • Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and • Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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CMSPI Midco 1 Limited
Statement of Comprehensive Income
For the Year Ended 30 April 2025
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CMSPI Midco 1 Limited
Registered number: 13219309
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 24 form part of these financial statements.
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CMSPI Midco 1 Limited
Statement of Changes in Equity
For the Year Ended 30 April 2025
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
CMSPI Midco 1 Limited is a private company limited by members capital and is incorporated in the United Kingdom, with its registered office being Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, Greater Manchester, M1 6EQ.
The nature of the company's operations and its principal activity was that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of CMSPI Topco Limited as at 30 April 2025 and these financial statements may be obtained from Companies House.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
At the year end, the company had net current assets of £40m (2024: £87m) and net liabilities of £36m (2024: £26m). The directors have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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 and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
There were no factors that may affect tax charges.
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
Page 19
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
Page 21
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
Page 22
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
18.Deferred taxation (continued)
Profit and loss account
The company is 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 £114,778,616 (2024: £63,975,468).
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CMSPI Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
CMSPI Topco Limited (Company Number: 13213053), a company incorporated in the United Kingdom, is the immediate and ultimate parent undertaking and is the parent of the largest and smallest group for which consolidated financial statements are drawn up of which the company is a member. CMSPI Topco Limited's registered office is Suite 4fo4 Oxford Place, 61 Oxford Street, Manchester, Greater Manchester, M1 6EQ.
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