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Registered number: 02694817









THE CHANGE GROUP CORPORATION LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
COMPANY INFORMATION


Directors
S Zackariya 
I Cea Fornies (resigned 29 November 2024)




Company secretary
C Mason



Registered number
02694817



Registered office
353 Oxford Street

London

W1C 2JG




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH




Solicitors
Mishcon de Reya LLP
Africa House

70 Kingsway

London

WC2B 6AH





 
THE CHANGE GROUP CORPORATION LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Director's Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 29


 
THE CHANGE GROUP CORPORATION LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Directors are pleased to present their Strategic Report for The Change Group Corporation Ltd for the year ended 31st December 2024. The principal activity of the Company is operating and developing retail Bureau de Change business.The company continues to support its own and the operations within the group. The company focuses its operations on its branch at Harrods and expanding its market presence in France by continuing to support its subsidiary The Change Group France SAS which has continued to deliver profit year after year.

Business review
 
The results of the company for the year ended 31 December 2024 show turnover of £ 690,149 (2023: £ 973,910) and an EBITDA loss £6,436 (2023: profit £69,147).

The results of its subsidiary for the year ended 31 December 2024 show turnover of £10,817,044 (2023: £7,567,703) and an EBITDA profit of £1,331,013 (2023: £1,587,948)

Principal risks and uncertainties
 
Operational Risk:
Operational risks include risks arising within the organisation from inadequate and failed internal processes, systems, and unskilled staff. The Company seeks to mitigate this risk by establishing internal operational manuals, regular internal audits, ensuring staff receive ongoing training, backed up by exams and qualifications, rigorous recruitment processes with psychometric testing, as well as investing in efficient IT systems.

Currency Risk:
The Company operates in the foreign exchange arena and is therefore subject to foreign currency exposure.  As foreign currencies are the ‘stock in trade’ of the business, the Company is protected by the margin it applies to the prevailing spot rates when it transacts.

Price, Credit and Cash Flow Risk:
The Company’s principal financial instruments comprise bank balances and loans to and from its subsidiaries. The main purpose of these instruments is to finance the Group’s operations. 

Liquidity risk is managed by maintaining a minimal bank balance in the company.  

Intra-group debtor and creditor balances are managed in order to facilitate the funding of the Company’s subsidiary operating companies.

Financial key performance indicators
 
For the Company, the primary performance indicator is turnover which, for the year ended 31 December 2024, was £690,149 (2023: £973,910), with combined turnover including its subsidiary of £11,504,193 (2023: £8,541,613). Loss after tax amounted to £252,517  (2023: profit £757,778)

Page 1

 
THE CHANGE GROUP CORPORATION LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172 of the Companies Act 2006 requires the directors of a company to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

• The likely consequences of any decisions in the long-term.
• The interests of the Company's employees.
• The need to foster the Company's business relationships with suppliers, customers and others.
• The impact of the Company's operations on the community and environment.
• The desirability of the Company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between shareholders and the Company:

As part of their induction, a director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor.

The Board confirms that, during the year, it has had regard to the matters set out above. Further details as to how the directors have fulfilled their duties, are disclosed within the relevant areas within this Strategic Report, Directors' Report and Financial Statements.


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



................................................
S Zackariya
Director

Date: 22 December 2025

Page 2

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Principal activity

The principal activity of the Company is operating and developing retail Bureau de Change business. 

Results and dividends

The loss for the year, after taxation, amounted to £525,246 (2023 - loss £41,093).

Directors

The directors who served during the year were:

S Zackariya 
I Cea Fornies (resigned 29 November 2024)

Charitable contributions

Charitable donations amounting to £30 (2023: £Nil) were made in the year.

Page 3

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Going Concern

The Change Group International PLC has indicated their intention to continue to make available such funds as are needed by the company for the going concern assessment period being 12 months from the date of approval of the financial statements. The Directors have reviewed the financial position of The Change Group International PLC including cashflow forecasts for at least the going concern assessment period and are satisfied that The Change Group International PLC has the ability and intention of providing such support as and when it is required.

Accordingly, the directors consider it appropriate that the Financial Statements for the year ended 31 December 2024 be prepared on a going concern basis

Qualifying third-party indemnity provisions

During the year, and at the date of this report, the Company has in place qualifying third party indemnity provisions for the benefit of the directors.

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company's auditors are unaware, and

 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's auditors are aware of that information.

Auditors

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

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





................................................
S Zackariya
Director

Date: 22 December 2025

Page 4

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP CORPORATION LIMITED
 

Opinion


We have audited the financial statements of The Change Group Corporation Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its 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 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 5

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


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Page 6

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CHANGE GROUP CORPORATION 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 financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006. 

• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
 
• We challenged assumptions and judgements made by management in its significant accounting estimates. 

We did not identify any key audit matters relating to irregularities, including fraud. 


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


Page 7

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


Use of our report
 

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





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

22 December 2025
Page 8

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
  
690,149
973,910

Gross profit
  
690,149
973,910

Administrative expenses
  
(6,773,938)
(5,011,871)

Other operating income
 4 
5,768,955
3,358,528

Operating loss
  
(314,834)
(679,433)

Income from shares in group undertakings
  
168,240
701,754

Interest payable and similar expenses
 8 
(378,652)
(262,500)

Loss before tax
  
(525,246)
(240,179)

Tax on loss
 9 
-
199,086

Loss for the financial year
  
(525,246)
(41,093)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(525,246)
(41,093)

The notes on pages 12 to 29 form part of these financial statements.

Page 9

 
THE CHANGE GROUP CORPORATION LIMITED
REGISTERED NUMBER: 02694817

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
320,356
72,612

Tangible assets
 11 
512,108
162,821

Investments
 12 
3,607,709
3,607,909

  
4,440,173
3,843,342

Current assets
  

Stocks
  
260
-

Debtors: amounts falling due within one year
 13 
5,515,521
2,872,605

Cash at bank and in hand
 14 
1,213,000
942,842

  
6,728,781
3,815,447

  

Creditors: amounts falling due within one year
 15 
(7,558,155)
(4,294,026)

Net current liabilities
  
 
 
(829,374)
 
 
(478,579)

Total assets less current liabilities
  
3,610,799
3,364,763

Creditors: amounts falling due after more than one year
 16 
(5,771,282)
(5,000,000)

  

Net liabilities
  
(2,160,483)
(1,635,237)


Capital and reserves
  

Called up share capital 
 19 
6,000,000
6,000,000

Profit and loss account
 20 
(8,160,483)
(7,635,237)

  
(2,160,483)
(1,635,237)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.




................................................
S Zackariya
Director

The notes on pages 12 to 29 form part of these financial statements.

Page 10

 
THE CHANGE GROUP CORPORATION LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
6,000,000
(7,594,144)
(1,594,144)


Comprehensive income for the year

Loss for the year
-
(41,093)
(41,093)



At 1 January 2024
6,000,000
(7,635,237)
(1,635,237)


Comprehensive income for the year

Loss for the year
-
(525,246)
(525,246)


At 31 December 2024
6,000,000
(8,160,483)
(2,160,483)


The notes on pages 12 to 29 form part of these financial statements.

Page 11

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The Change Group Corporation Limited is a private company limited by shares & incorporated in England and Wales. Registered number 02694817. Its registered head office is located at 353 Oxford Street, London, W1C 2JG. The Company provides foreign exchange services for international travellers and businesses at exchange bureaus. 

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

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.

 
2.3

Going concern

We have assessed the going concern for a period of 12 months from the approval of these financial statements. 

The acquisition of the Group by Prosegur Cash S.A. on 29th July 2022 resulted in the repayment of the Group overdraft facility and loan from Lloyds Bank. The shareholders agreement between Sacha Zackariya and Prosegur Cash S.A. secures the provision of debt funding by Prosegur, third parties or otherwise by way of additional equity funding.

The Change Group International PLC has indicated their intention to continue to make available such funds as are needed by the company for the going concern assessment period being 12 months from the date of approval of the financial statements. The Directors have reviewed the financial position of The Change Group International PLC including cashflow forecasts for at least the going concern assessment period and are satisfied that The Change Group International PLC has the ability and intention of providing such support as and when it is required.

Accordingly, the directors consider it appropriate that the Financial Statements for the year ended 31 December 2024 be prepared on a going concern basis.

Page 12

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

Page 13

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

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 Company 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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 Company 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 Company 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.

Page 14

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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


 
2.12

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.

Page 15

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

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:

Long-term leasehold property
-
over the length of the lease
Plant and machinery
-
5 years straight-line 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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

Stocks

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

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

 
2.16

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.

Page 16

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

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.

 
2.18

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.

 
2.19

Financial instruments

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

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

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are 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.

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.

Page 17

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

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

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

Page 18

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. 

Estimates and assumptions

There are no critical estimation uncertainties or assumptions in the preparation of these financial statements.


4.


Other operating income

2024
2023
£
£

Management fees
5,768,955
3,323,779

Insurance claims receivable
-
34,749

5,768,955
3,358,528


Management fees are charged to other group entities. 

Page 19

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Auditors' remuneration

2024
2023
£
£

Fees payable to the Company's auditors and its associates for the audit of the Company's annual financial statements
20,000
15,000

20,000
15,000



The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.





6.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
2,585,857
1,905,827

Social security costs
315,243
215,696

Cost of defined contribution scheme
129,724
88,669

3,030,824
2,210,192


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


        2024
        2023
            No.
            No.







Sales, administration & management
39
30


7.


Director's remuneration

The director's aggregate remuneration in respect of qualifying services were £Nil (2023: £Nil). The highest paid director received remuneration of £Nil (2023: £Nil)




Page 20

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
4
-

Loans from group undertakings
378,648
262,500

378,652
262,500


9.


Taxation


2024
2023
£
£

Corporation tax


Group taxation relief
-
(199,086)


-
(199,086)


Total current tax
-
(199,086)

Deferred tax

Total deferred tax
-
-


Tax on loss
-
(199,086)
Page 21

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(525,246)
(240,180)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(131,312)
(60,045)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,131
1,907

Capital allowances for year in excess of depreciation
(83,587)
(11,810)

Net debits from non-trading loan relationships
94,663
65,625

Dividends from UK companies
(42,060)
(175,439)

Other differences leading to an increase (decrease) in the tax charge
-
(19,324)

Group relief surrendered/(claimed)
161,165
179,762

Payment/(receipt) for group relief
-
(179,762)

Total tax charge for the year
-
(199,086)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 22

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Intangible assets




Website development costs

£



Cost


At 1 January 2024
129,593


Additions
277,438



At 31 December 2024

407,031



Amortisation


At 1 January 2024
56,981


Charge for the year on owned assets
29,694



At 31 December 2024

86,675



Net book value



At 31 December 2024
320,356



At 31 December 2023
72,612

Amortisation on intangible assets is charged to admin expenses.



Page 23

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Tangible fixed assets





Long-term leasehold property
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
109,055
534,570
643,625


Additions
-
449,952
449,952



At 31 December 2024

109,055
984,522
1,093,577



Depreciation


At 1 January 2024
107,191
373,612
480,803


Charge for the year on owned assets
1,864
98,802
100,666



At 31 December 2024

109,055
472,414
581,469



Net book value



At 31 December 2024
-
512,108
512,108



At 31 December 2023
1,864
160,957
162,821


12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
3,607,909


Disposals
(200)



At 31 December 2024
3,607,709




Page 24

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

TCG France SAS
Bureau de change in France
Ordinary
100%

On 2 April 2024, the Company disposed of its wholly owned subsidiaries, 353 Oxford Street Ltd and CGX Accessories Ltd. 

Details in respect of overseas subsidiaries can be obtained from the same address.  


13.


Debtors

2024
2023
£
£


Trade debtors
57,000
17,022

Amounts owed by group undertakings
5,016,290
2,196,320

Other debtors
169,837
253,517

Prepayments and accrued income
272,394
405,746

5,515,521
2,872,605



14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,213,000
942,842

Less: bank overdrafts
(411)
-

1,212,589
942,842


Page 25

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts
411
-

Trade creditors
425,309
475,152

Amounts owed to group undertakings
5,915,259
2,444,386

Other loans
238,006
339,555

Corporation tax
44,887
-

Other taxation and social security
77,244
129,732

Other creditors
33,889
136,653

Accruals
824,824
655,036

Deferred income
(1,674)
113,512

7,558,155
4,294,026



16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans
5,771,282
5,000,000

5,771,282
5,000,000


Page 26

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Other loans
238,006
339,555


Amounts falling due 2-5 years

Other loans
5,771,282
5,000,000


5,771,282
5,000,000


6,009,288
5,339,555


Other loans represents loans received from group undertakings. Interest is charged at a rate of 6.75% p.a. (2023: 5.25% p.a.). The repayment date as per agreement is 31 December 2024 which may be extended for successive periods of 1 year, unless any of the parties communicate to the other party its express opposition of such extension at least 15 days in advance to the termination of the contract or any of its extensions. 


18.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
3,607,709
3,607,909

Financial assets measured at amortised cost
6,963,841
3,495,525

10,571,550
7,103,434


Financial liabilities


Other financial liabilities measured at amortised cost
13,396,233
9,489,493


Financial assets measured at fair value through profit or loss comprise of equity instruments held by the entity.

Financial assets measured at amortised costs comprise of cash, intercompany debtors and other debtors. 


Other financial liabilities measured at amortised costs comprise of loans, trade creditors, intercompany creditors, accruals and other creditors. 

Page 27

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



6,000,000 (2023 - 6,000,000) Ordinary shares of £1.00 each
6,000,000
6,000,000


There is a single class of ordinary shares. There are no restrictons on dividends and the repayment of capital. 


20.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. 


21.


Contingent liabilities

The Company has provided cross guarantees in the form of a debenture dated 8 June 1994 and an omnibus guarantee dated 11 January 2012 in respect of its fellow group undertaking's borrowings. The amounts outstanding are disclosed in those Company's financial statements. 


22.


Pension commitments

The Company operates a defined contribution scheme. The pension cost charge for the period represents the contributions payable by the Company to the scheme and amounted to £126,266 (2023: £88,669). Contributions totaling to £33,639 were payable to the scheme at the reporting date and are included in Other creditors.


23.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
384,010
333,296

Later than 1 year and not later than 5 years
634,761
597,066

Later than 5 years
306,250
-

1,325,021
930,362

Page 28

 
THE CHANGE GROUP CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Related party transactions

The Company has taken advantage of the exemption contained in FRS 102 paragraph 33.1A not to disclose transactions entered into between two or more members of the group where subsidiaries party to the transaction is wholly owned by such a member. 


25.


Controlling party

The Company's immediate parent is The Change Group International Plc, registered company address is 353 Oxford Street, London, England, W1C 2JG.

The Company's financial statements are consolidated as part of the group financial statements drawn up by The Change Group International (Holdings) Ltd, the parent company of The Change Group International Plc. 

The consolidated financial statements of The Change Group International (Holdings) Ltd are publicly available at Companies House. 

The ultimate controlling party is Gubel S.L., a company incorporated in Madrid, Spain, and the ultimate parent of The Change Group International (Holdings) Ltd.  

 
Page 29