CP Plus (Trading) Limited - Limited company accounts 20.1

CP PLUS (TRADING) LIMITED

Group Strategic Report,

Directors' Report and

Consolidated Financial Statements

for the Year Ended 30 June 2021

Page

Company Information

1

Group Strategic Report

2

Directors' Report

7

Independent Auditors' Report

9

Consolidated Income Statement

12

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

20

Directors:

I S Langdon

E A Green

Registered office:

10 Flask Walk

London

NW3 1HE

Registered number:

09035056 (England and Wales)

Auditors:

Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

The directors present their report for the period ended 30 June 2021

We aim to present a balanced and comprehensive review of the development and performance of our business during the period and its position at the year-end.

Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.

Review of the business

The group's main objective is to provide quality car parking and facilities management solutions to land owners and to provide an outstanding quality of service. To achieve this objective the group strategy has been to adapt our service provision to the ever-changing needs of our clients. We believe the car parking experience is an integral part of a customer's journey and we are committed to helping our clients understand their customer behaviour so they can respond to their customers' needs efficiently and effectively.

The GroupNexus brand is now in its sixth year and continues to build on the integration process that started when CP Plus Ltd acquired Ranger Services Ltd and Highview Parking Ltd in 2015. CP Plus Ltd trading as GroupNexus offers our clients and their customers an end-to-end solution for parking, utilising technology that enables a smoother parking experience and expertise that will maximise our client's potential for both revenue growth and user engagement.

Our strength remains using our technological expertise together with the many years' experience of the client service team to create a seamless, efficient and personalised service provision across all the needs of a car park management project.

The directors note the following key performance indicators which are used by management to actively and effectively run the business with the joint aims of maximising stakeholder value and profitability.

Turnover

Turnover for the year ended 30 June 2021 decreased by £6.4m, a 23% drop (2021: £21,893,453, 2020: £28,307,064). This is due to the Covid-19 pandemic which impacted the business for the whole year.

Gross profit

Gross profit is down by £3.9m or 38% (2021: £6,456,299, 2020: £10,380,132) with our gross profit percentage dropping to 29% (from 37% in 2020) which we hope will recover as activity increases after Covid restrictions are lifted.

Operating profit

The year to June 2021 showed net operating profit before tax and before goodwill impairment of £1,294,368 which equates to 6% of turnover (2020 operating profit:£4,230,917 or 15%) a decrease of £2.9m. This year the operating profit has dropped significantly but this is obviously due to the drop in turnover and gross profit. Whilst administrative expenses also dropped the drop was not in line with the drop in turnover due to the element of fixed costs and an increase in development spend within the administrative expenses which the directors believe is a necessary spend to put us on an even better footing for our future.

We believe the group is very fortunate to have built up sufficient cash reserves to be able to survive the current downturn and still be well placed to take advantage of new opportunities that will emerge. Recently we have acquired new clients and we see the return of pre-pandemic trade with our existing contracts.

Amortisation adjustment

In 2015 goodwill was recognised on the acquisition by CP Plus group of the Ranger Services group. This has historically been amortised at £2,006,008 per annum with 4 years remaining as at the start of the financial year June 2021. Now that the integration of the businesses under the GroupNexus brand is complete the directors consider it appropriate to write off the remaining goodwill as fully impaired rather than to carry forward any balance. This adjustment is shown as an exceptional item in the Consolidated Income Statement.

Principal risks and uncertainties

The principal risk to the business is the maturing nature of the industry, which means that new opportunities are harder to identify. However, due to the cross section of clients and the group's success at winning new tenders - together with the high barriers to entry to new providers - we feel that CP Plus's position is secure. CP Plus continues to provide a full and bespoke service offering to its clients rather than focusing on one aspect of the parking solution. This approach appears to suit our clients and enables us to stand out amongst our competitors. We continue to actively research new services and developments that we can introduce to our clients and we believe that this will lead to the group's continuing success over the long term.

The group's principal financial instruments comprise bank balances, trade debtors and trade creditors. The main purpose of these instruments is to raise funds and finance the group's operations.

Due to the nature of these financial instruments used by the group there was no exposure to price risk. The approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance of continuity funds. The group makes use of money market facilities when funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Whilst there is some risk attached to the trade flows following Brexit we feel that CP Plus has a low level of exposure, so far our supply chain has reduced these risks as far as practicable.

Covid-19

Covid-19 has had and will continue to have an effect on our business. Since the outbreak of the pandemic in the UK we have taken measures within the business to protect the health and safety of all our employees and where possible personnel are working from home. Of course this could not apply to a majority of our staff who work on sites, of which many are NHS hospitals. Some of our staff are supporting the valiant efforts of the NHS in coping with this crises, in particular by assisting in the vaccination roll out by managing the flow of members of the public who attend vaccination centres.

The group has a mixture of contractual relationships and income streams, which include hospital sites and motorway clients from which we saw our revenue deteriorate significantly for the duration of the Covid-19 crisis. These revenue streams accounted historically for some 60% of total revenue with the other 40% of revenue being from clients across a number of different sectors who pay us a fee for the services we provide. The latter income stream has continued and our clients, all of whom are the NHS or large organisations, should continue to meet our invoices in full and on time.

As our income reduced so have our costs but not to the extent that we have been able to retain our previously high gross profit level. In the cases where contracts were suspended or in some way downsized we were able to take advantage of the Government scheme to "furlough" staff to ensure we could safeguard nearly a 100 positions during the year. As this support is withdrawn we will need to assess the impact over the course of the 2022 year.

As at the date of signing this Report, the group has access to liquid cash reserves that would last in excess of 12 months, despite the unavoidable cash reduction during the height of the pandemic. We are now operating at a monthly profit and are hopeful that this will continue. Although we have secured lending from our bankers we have not needed to draw on this.

Operational risks and developments

Due to the high level of staffing involved in providing the services to a number of our clients we actively conduct training reviews and ensure that all new employees have an adequate induction period followed by ongoing training. We are in the process of improving our systems to record the skills and development needs of our site based staff.

We have the highest international Quality Standards Awards available, ISO 9001:2015 which encompasses all our procedures and operations.

General Data Protection Regulation (GDPR) was applicable from 25 May 2018. To ensure we are compliant we conduct internal training sessions and invest in systems to ensure that we meet our obligations.

Employee involvement

The Company's policy is to consult and discuss with employees through staff councils and at regular weekly meetings matters likely to affect employee's interests. We undertake a programme of continual staff training and we always aim to meet the highest levels of skill required to deliver the service.

Disabled employees

The Company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Human Rights

The business recognises each individual's Human Rights. Following the Human Right Act and the Equality Act 2010 we ensure that we treat everyone equally and without discrimination. The business does not tolerate discrimination against employees, directly or indirectly, on the grounds of their gender, age, religion, marital status, race, social background, disability, pregnancy, ethnic and national origin, nationality, membership of worker organisations (including trade unions), political affiliation, sexual orientation, or any other personal characteristic.

Anti-corruption and bribery

The company has made all its employees aware of the Bribery Act and it is the company's policy that individuals are forbidden to give, offer, receive or solicit a bribe. We have established a zero-tolerance regime and conduct risk assessments on both the Company and its Employees during each person's annual performance review.

Section 172(1) statement

The Directors of the company, as those of all UK companies, must act in accordance with a set of general duties whilst having regard to our stakeholder interests. These duties are detailed in section 172 of the UK Companies Act 2006 which states:

A Director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so have regard (amongst other matters) to:

- The likely consequences of any decision 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 the environment

- The desirability of the company maintaining a reputation for high standards of business conduct, and

- The need to act fairly as between members of the company.

The Directors fulfil these broad duties by conducting themselves in ways which take a long term view, have consideration for our stakeholders benefit and which will continue to maintain the company's reputation for high standards and integrity. This impacts on our stakeholders as:

Employees

We know that the company is only as good as its employees and we are proud of the team that has been built up over the many years of our operation. We have a very high staff retention which demonstrates the respect we give to our team and how we try to consider their reasonable wishes when making decisions. We actively conduct rolling training for our operational staff to make sure that they are up to date with latest standards and provide other staff training on a regular basis. We engage with our team by:

- Conducting annual performance and pay reviews and consider any training needs at all staff levels

- Set pay rates at market values

- Ensure staff engagement with monthly magazine letting people know of their colleagues achievements

- Setting up a management team with individuals from each department to ensure inclusion is demonstrated

- Regular weekly meetings

GroupNexus is committed to providing a positive environment and support for our employees to maintain strong physical and mental health and have joined an Employee Assistance Programme (EAP) to provide a confidential employee benefit designed to help staff deal with personal and professional problems that could affect home or work life, health, and general wellbeing.

Customers and suppliers

We strive to provide excellent value for money services to our clients with a more hands on management style than many of our competitors. Our clients appreciate the high level of interaction and expertise that we uniquely offer. We like to provide a wide range of solutions and we are very actively investing in all our systems and products so that we remain at the forefront of market innovation in terms of the services that we roll out to our clients.

We aim to treat all our suppliers with respect and our intention is to pay before or within their payment terms. As our business has grown we have had to introduce new systems to ensure we meet this target as the number and complexity of supplier arrangements has increased. We are continuing to improve in this area.

Our community and the environment

We have grown from a small business and are still very rooted in our local community in North London. We support local charities that we feel an affinity towards. In terms of environmental care we are encouraging our clients to install electric charge points in car parks whenever possible to actively promote a greater green energy evolution and we are committed to reducing carbon emissions where possible. We try to select products in our Facilities Management department that are as environmentally friendly as possible.

With the advent of home working we support our staff to positively embrace this way of working for the benefit of their community and the reduced travel effect on our environment.

High standards

As a group we pride ourselves on continually achieving the very highest professional standards that apply to our industry sector. We have the highest international Quality & Environmental Standard Awards available, ISO 9001:2015 & ISO 1400:2015, which encompasses all our procedures, operations and objectives.

This also means that we are fully compliant with BS 10800:2020 Provision of security services, BS 7499:2020 Provision of static guarding security services, BS 7858:2019 Screening of individuals working in a secure environment, BS7958: 2015 Closed Circuit Television (CCTV), Management and Operation.

As well as being members of the BPA (British Parking Association), CP Plus is a founder member of the BPA's Approved Operator Scheme (AOS) and were instrumental in formulating the Code of Practise that bona fide car park management companies operate under and ensures that all drivers are treated fairly. CP Plus is also an SIA Approved Contractor for the delivery of Security Guarding & CCTV Services throughout the UK.

On behalf of the board:

E A Green - Director

25 March 2022

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2021.

Dividends

No dividends will be distributed for the year ended 30 June 2021.

Directors

The directors shown below have held office during the whole of the period from 1 July 2020 to the date of this report.

I S Langdon

E A Green

Political donations and expenditure

Charitable donations during the year totalled £59,646 (2020: £86,880). No donations were made to political parties.

Streamlined energy and carbon reporting

The period covered by SECR is 1 July 2020 to 30 June 2021 and calculations have been made for the following scopes:

- Building related energy - natural gas (scope 1) and electricity (scope 2)

- Transport related energy - company vehicles (scope 1)

- Transport related energy - employee vehicles (scope 3)

Calculation methodology:

In order to calculate emissions ‘2020 UK Government GHG Conversion Factors for Company Reporting’ have been used. Calculated GHG emissions have been rounded to 1 decimal place.

Data Source - Consumption Data:

Gas (scope 1) and electricity (scope 2) data used for the reporting period was gathered from billing data. Transport data (scope 1) over the reporting period was collated the form of monthly diesel and petrol consumption, in litres. Transport data (scope 3) has been calculated based on the total expenses claimed and average diesel price over the reporting period.

GHG Emissions & Energy Use Data:

Current year 01/07/20
to 30/06/21

Comparative year
01/07/19 to 30/06/20

Gas (kWh)

28,175

15,697

Electricity (kWh)

69,979

155,286

Transportation (kWh)

743,711

949,741

Emissions from combustion of gas, tCO2e (Scope 1)

5.2

2.9

Emissions from combustion of fuel for transport purposes,
tCO2e (Scope 1)

184.8

233.8

Emissions from business travel in rental cars or
employee-owned vehicles where company is responsible for
purchasing the fuel, tCO2e(Scope 3)

0.3

5.8

Emissions from purchased electricity, tCO2e (Scope 2,
location-based)

16.3

36.2

Total gross CO2e based on above, tCO2e

206.6

278.7

Intensity ratio: tCO2e/Employee (304 employees)

0.7

1.1

Methodology

UK Government GHG
Conversion Factors for
Company Reporting

UK Government GHG
Conversion Factors
for Company
Reporting

Over the accounting year, the group consumed 841,865 kWh (comprised of: gas - 28,175 kWh; electric - 69,979 kWh; and transport - 743,711 kWh). This equated to GHG emissions of 206.6 tonnes of CO2 equivalent. Scope 1 emissions accounted for 91.9% of total emissions, while scope 2 emissions made up 7.9% and scope 3 emission were responsible for 0.2%.

Gas and electricity based emissions followed seasonal weather trends, with gas emissions being greatest in December 2019 and electricity emissions peaking in February 2020.

An intensity ratio of 0.7 t CO2e per employee has been calculated. This is based on staff numbers of 310.

Energy Efficiency Action Undertaken Between 01/07/20 to 30/06/21:

During the current SECR compliance period, the group have replaced the boiler at their office with a more energy efficient model, installed PIR sensors and installed a new more efficient heating system.

Electric vehicles are also being trialled and diesel based transportation is being phased out as a matter of policy.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

The auditors, Haines Watts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

E A Green - Director

25 March 2022

Opinion

We have audited the financial statements of CP Plus (Trading) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2021 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

However, not all future events or conditions can be predicted. The COVID-19 viral pandemic is one of the most significant economic events for the UK with unprecedented levels of uncertainty of outcomes. It is therefore difficult to evaluate all of the potential implications on the group's trade, customers, suppliers and wider economy. The Directors' view on the impact of COVID-19 is disclosed in note 2 to the financial statements.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding

compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, British Parking Association, Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Jonathan Moughton (Senior Statutory Auditor)

for and on behalf of Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

28 March 2022

Turnover

3

21,893,453

28,307,064

Cost of sales

(15,437,154

)

(17,926,932

)

Gross profit

6,456,299

10,380,132

Administrative expenses

(5,575,392

)

(6,484,204

)

880,907

3,895,928

Other operating income

413,461

334,989

Operating profit

1,294,368

4,230,917

Goodwill impairment

6

(8,285,763

)

(2,006,008

)

(6,991,395

)

2,224,909

Income from other participating interests

-

4,048

Interest receivable and similar income

795,390

647,761

(6,196,005

)

2,876,718

Interest payable and similar expenses

7

(739,209

)

(296,094

)

(Loss)/profit before taxation

8

(6,935,214

)

2,580,624

Tax on (loss)/profit

9

(77,352

)

(45,549

)

(Loss)/profit for the financial year

(7,012,566

)

2,535,075

(Loss)/profit attributable to:

Owners of the parent

(7,079,098

)

2,476,938

Non-controlling interests

66,532

58,137

(7,012,566

)

2,535,075

(Loss)/profit for the year

(7,012,566

)

2,535,075

Other comprehensive income

-

Total comprehensive income for the year

(7,012,566

)

2,535,075

Total comprehensive income attributable to:

Owners of the parent

(7,079,098

)

2,476,938

Non-controlling interests

66,532

58,137

(7,012,566

)

2,535,075

Fixed assets

Intangible assets

11

1,236,037

9,160,620

Tangible assets

12

2,453,136

3,022,876

Investments

13

-

3,689,173

12,183,496

Current assets

Stocks

14

5,515,980

5,388,641

Debtors

15

29,771,204

21,505,217

Cash at bank and in hand

8,624,179

7,222,778

43,911,363

34,116,636

Creditors

Amounts falling due within one year

16

(15,657,984

)

(9,636,682

)

Net current assets

28,253,379

24,479,954

Total assets less current liabilities

31,942,552

36,663,450

Creditors

Amounts falling due after more than one
year

17

(2,291,667

)

-

Net assets

29,650,885

36,663,450

Capital and reserves

Called up share capital

21

50,675

Share premium

22

24,949,296

Retained earnings

22

4,037,499

11,197,333

Shareholders' funds

29,037,470

36,197,304

Non-controlling interests

23

613,415

466,146

Total equity

29,650,885

36,663,450

The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2022 and were signed on its behalf by:

E A Green - Director

Fixed assets

Intangible assets

11

-

Tangible assets

12

-

Investments

13

37,001,349

37,000,816

37,001,349

37,000,816

Current assets

Stocks

14

5,021,682

4,947,614

Debtors

15

24,907,861

18,101,605

Cash at bank

3,765,439

515,768

33,694,982

23,564,987

Creditors

Amounts falling due within one year

16

(12,021,674

)

(4,119,012

)

Net current assets

21,673,308

19,445,975

Total assets less current liabilities

58,674,657

56,446,791

Creditors

Amounts falling due after more than one
year

17

(2,291,667

)

-

Net assets

56,382,990

56,446,791

Capital and reserves

Called up share capital

21

50,675

Share premium

22

24,949,296

Retained earnings

22

31,383,019

31,446,820

Shareholders' funds

56,382,990

56,446,791

Company's (loss)/profit for the financial year

(63,801

)

326,748

The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2022 and were signed on its behalf by:

E A Green - Director

Called up

share

Retained

Share

capital

earnings

premium

£

Balance at 1 July 2019

50,675

8,396,906

24,949,296

Changes in equity

Profit for the year

-

2,476,938

-

Total comprehensive income

-

2,476,938

-

Change in ownership interests

in subsidiaries that do not

result in loss of control

-

323,489

-

Total transactions with owners,
recognised directly in equity

-

323,489

-

Balance at 30 June 2020

50,675

11,197,333

24,949,296

Changes in equity

Deficit for the year

-

(7,079,098

)

-

Total comprehensive income

-

(7,079,098

)

-

Change in ownership interests

in subsidiaries that do not

result in loss of control

-

(80,736

)

-

Total transactions with owners,
recognised directly in equity

-

(80,736

)

-

Balance at 30 June 2021

50,675

4,037,499

24,949,296

Non-controlling

Total

interests

equity

£

Balance at 1 July 2019

33,396,877

888,998

34,285,875

Changes in equity

Profit for the year

2,476,938

58,137

2,535,075

Total comprehensive income

2,476,938

58,137

2,535,075

Change in ownership interests

in subsidiaries that do not

result in loss of control

323,489

(480,989

)

(157,500

)

Total transactions with owners,
recognised directly in equity

323,489

(480,989

)

(157,500

)

Balance at 30 June 2020

36,197,304

466,146

36,663,450

Changes in equity

Deficit for the year

(7,079,098

)

66,532

(7,012,566

)

Total comprehensive income

(7,079,098

)

66,532

(7,012,566

)

Change in ownership interests

in subsidiaries that do not

result in loss of control

(80,736

)

80,736

-

Total transactions with owners,
recognised directly in equity

(80,736

)

80,736

-

Balance at 30 June 2021

29,037,470

613,414

29,650,884

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 July 2019

50,675

31,120,072

24,949,296

56,120,043

Changes in equity

Total comprehensive income

-

326,748

-

326,748

Balance at 30 June 2020

50,675

31,446,820

24,949,296

56,446,791

Changes in equity

Total comprehensive income

-

(63,801

)

-

(63,801

)

Balance at 30 June 2021

50,675

31,383,019

24,949,296

56,382,990

Cash flows from operating activities

Cash generated from operations

26

(9,025,637

)

2,875,966

Interest paid

(739,209

)

(295,090

)

Interest element of hire purchase or finance
lease rental payments paid

-

(1,004

)

Tax paid

(218,718

)

(778,599

)

Net cash from operating activities

(9,983,564

)

1,801,273

Cash flows from investing activities

Purchase of intangible fixed assets

(1,276,914

)

(1,120,996

)

Purchase of tangible fixed assets

(112,153

)

(60,571

)

Sale of tangible fixed assets

-

3,041

Interest received

795,390

647,761

Dividends received

-

4,048

Net cash from investing activities

(593,677

)

(526,717

)

Cash flows from financing activities

New loans in year

2,500,000

-

Capital repayments in year

-

(4,211

)

Amount introduced by directors

10,532,879

-

Amount withdrawn by directors

(1,200,000

)

-

Net cash from financing activities

11,832,879

(4,211

)

Increase in cash and cash equivalents

1,255,638

1,270,345

Cash and cash equivalents at beginning
of year

27

7,222,778

5,997,414

Effect of foreign exchange rate changes

145,763

(44,981

)

Cash and cash equivalents at end of year

27

8,624,179

7,222,778

1.	Statutory information

CP Plus (Trading) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

In common with other business, the group is affected by the Covid-19 virus and the unprecedented impact it is having on economic activity. The group has a mixture of contractual relationships and income streams, including hospital and motorway sites from which it derives 60% of its revenue. The directors expect this revenue to be significantly affected for the duration of the Covid-19 crisis. The other 40% of revenue streams are from clients across a number of different sectors who pay a fee for services which should continue largely unaffected. Where customer contracts were suspended, the directors took and will continue to take advantage of the Government scheme to furlough staff.

Having modelled income and costs taking Covid-19 into account, the directors are satisfied the group has liquid cash reserves that would last in excess of 12 months.

Based on their assessment of these various factors, the directors consider it appropriate to adopt the going concern basis in preparing these financial statements.

Basis of consolidation

The financial statements consolidate the accounts of CP Plus (Trading) Limited and its subsidiary undertakings; CP Plus Limited, CP Plus Parking España SL, CP Plus (International) Limited, Ranger Plus Limited, Ranger (Holdings) Limited, Ranger Services Limited and Highview Parking Limited.

Turnover

Turnover is recognised on delivery of the car park management service and recorded in the period to which it relates. Turnover is also generated by the group in respect of revenue-sharing arrangements and is recognised when that revenue is certain. All revenue is recognised exclusive of Value Added Tax.

Goodwill

Goodwill relating to the acquisition of businesses in 2015 is being amortised evenly over its estimated useful life of ten years but is reviewed annually for impairment where indicators exist.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

in accordance with the property

Plant and machinery

-

25% on cost and at varying rates on cost

Fixtures and fittings

-

50% on cost and 33% on cost

Motor vehicles

-

15% on cost

Government grants

Government grants are recognised in accordance with the accruals model. The group received £413,461 of government grants in relation to the Coronavirus Job Retention Scheme relating to the year.

Stocks

Stock comprises of equipment held by the group for installation and is valued at the lower of cost and the net realisable value.

Taxation

Taxation for year comprises current and deferred tax. Tax is recognised in the income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable or receivable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The group is a beneficiary of Research & Development (R&D) tax relief from the UK Government in the form of reductions in its annual tax liability, as well as repayable tax credits. Current tax assets or reductions in current tax liabilities for R&D claims are only recognised when the amount can be reliably determined and the probability of HM Revenue & Customs accepting the claim is considered high.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities and other future taxable profits.

Research and development

Development costs are capitalised as incurred in relation to software development expenditure. These costs are amortised over a period of three years on a straight line basis.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their useful lives. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other employee benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Short term employee benefits including holiday pay and annual bonuses are accrued as services are rendered.

Investments

Investments held as fixed assets are shown at cost less provision for impairment.

Financial instruments policy

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the company's cash management.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Key sources of estimation uncertainty and judgements

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provision do not match the level of debts which ultimately prove to be uncollectable.

There is also estimation uncertainty in calculating stock provisions. Slow moving and obsolete stocks are monitored during the year. Whilst every attempt is made to ensure that the stock provisions are as accurate as possible, there remain a risk that the provisions do not match the ultimate unrealised value of stock held.

There is estimation uncertainty in calculating development cost amortisation. The company's intangible assets are depreciated on a straight line basis over their useful economic lives. Management reviews the appropriateness of assets' useful economic lives at least annually and any changes could affect prospective amortisation rates and asset carrying values.

3.

Turnover

The turnover and loss (2020 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2021

2020

£

United Kingdom

19,736,223

25,690,525

Europe

2,157,230

2,616,539

21,893,453

28,307,064

4.	Employees and directors

2021

2020

£

Wages and salaries

8,317,113

8,024,371

Social security costs

663,982

734,293

Other pension costs

155,291

163,758

9,136,386

8,922,422

The average number of employees during the year was as follows:

2021

2020

Car park attendants

248

314

Administration

34

40

Sales and operations

51

20

IT and technical

10

24

343

398

5.	Directors' emoluments

2021

2020

£

Directors' remuneration

20,000

6.	Exceptional items

2021

2020

£

Goodwill impairment

(8,285,763

)

(2,006,008

)

The directors consider the goodwill arising from the acquisition by CP Plus (Trading) Limited of the trading group headed by CP Plus Limited, including the Ranger Services and Highview Parking brands, in 2015 has been fully impaired following the re-branding of these activities under the trading name of GroupNexus which was completed during the year. The prior year amount relates to annual amortisation of goodwill.

7.

Interest payable and similar expenses

2021

2020

£

Interest payable

739,209

295,090

Hire purchase

-

1,004

739,209

296,094

8.	(Loss)/profit before taxation

The loss (2020 - profit) is stated after charging/(crediting):

2021

2020

£

Depreciation - owned assets

536,133

556,515

Depreciation - assets on hire purchase contracts or finance leases

-

13,632

Goodwill amortisation

-

2,006,008

Development costs amortisation

915,734

491,748

Auditors' remuneration

25,205

21,825

Foreign exchange differences

(171,751

)

(33,387

)

Goodwill impairment

8,285,763

-

9.

Taxation

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2021

2020

£

Current tax:

UK corporation tax

959

489,227

Under/(Over) provision

in prior year

80,470

(429,048

)

Total current tax

81,429

60,179

Deferred tax

(4,077

)

(14,630

)

Tax on (loss)/profit

77,352

45,549

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2021

2020

£

(Loss)/profit before tax

(6,935,214

)

2,580,624

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19 % (2020 - 19 %)

(1,317,691

)

490,319

Effects of:

Expenses not deductible for tax purposes

1,671,481

527,686

Income not taxable for tax purposes

(4,328

)

(5,960

)

Utilisation of tax losses

(76,692

)

41,982

Adjustments to tax charge in respect of previous periods

47,409

(269,054

)

Other adjustments to tax charge

90,007

16,226

Research & Development enhanced deduction

(332,834

)

(536,027

)

Tax refunds

-

(159,994

)

Group relief

-

(59,629

)

Total tax charge

77,352

45,549

10.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11.	Intangible fixed assets

Group

Development

Goodwill

costs

Totals

£

Cost

At 1 July 2020

20,060,084

1,477,504

21,537,588

Additions

-

1,276,914

At 30 June 2021

20,060,084

2,754,418

22,814,502

Amortisation

At 1 July 2020

11,774,321

602,647

12,376,968

Amortisation for year

-

915,734

Impairments

8,285,763

-

8,285,763

At 30 June 2021

20,060,084

1,518,381

21,578,465

Net book value

At 30 June 2021

-

1,236,037

At 30 June 2020

8,285,763

874,857

9,160,620

12.	Tangible fixed assets

Group

Fixtures

Short

Plant and

and

Motor

leasehold

machinery

fittings

vehicles

Totals

£

Cost

At 1 July 2020

434,841

5,820,640

93,304

10,374

6,359,159

Additions

-

24,034

88,119

-

112,153

Exchange differences

-

(277,558

)

-

(277,558

)

At 30 June 2021

434,841

5,567,116

181,423

10,374

6,193,754

Depreciation

At 1 July 2020

264,256

2,973,536

93,304

5,187

3,336,283

Charge for year

21,266

509,302

5,565

-

536,133

Exchange differences

-

(131,798

)

-

(131,798

)

At 30 June 2021

285,522

3,351,040

98,869

5,187

3,740,618

Net book value

At 30 June 2021

149,319

2,216,076

82,554

5,187

2,453,136

At 30 June 2020

170,585

2,847,104

-

5,187

3,022,876

13.	Fixed asset investments

Company

Shares in

group

undertakings

£

Cost

At 1 July 2020

37,000,816

Additions

533

At 30 June 2021

37,001,349

Net book value

At 30 June 2021

37,001,349

At 30 June 2020

37,000,816

Subsidiary

Country of
incorporation

Effective % holding

CP Plus Limited

UK

97.71

CP Plus (International) Limited

UK

75

Ranger Plus Limited

UK

97.71 (indirect)

Ranger Services Limited

UK

92.82 (indirect)

Ranger (Holdings) Limited

UK

92.82 (indirect)

Highview Parking Limited

UK

92.82 (indirect)

CP Plus Parking Espana S.L.

Spain

61.67 (indirect)

Fairer Parking Scheme Limited

UK

97.71 (indirect)

Flow Analytics Limited

UK

100

GroupNexus Limited

UK

100

The principal activities of the above named subsidiaries continued to be the provision of car park and security management, except for Ranger Plus Limited and Ranger (Holdings) Limited which continued to act as holding entities for other subsidiaries within the group.

14.

Stocks

Group

Company

2021

2020

2021

2020

£

Equipment for installation

494,298

441,027

-

Property for sale

5,021,682

4,947,614

5,021,682

4,947,614

5,515,980

5,388,641

5,021,682

4,947,614

15.

Debtors: amounts falling due within one year

Group

Company

2021

2020

2021

2020

£

Trade debtors

3,188,533

3,892,258

-

Amounts owed by group undertakings

-

19,948,655

11,040,616

Other debtors

25,047,661

16,428,715

4,958,996

7,055,981

Tax

208,421

57,658

-

VAT

-

210

5,008

Deferred tax asset

17,745

13,668

-

Prepayments and accrued income

1,308,844

1,112,918

-

29,771,204

21,505,217

24,907,861

18,101,605

Deferred tax asset

Group

Company

2021

2020

2021

2020

£

Accelerated capital allowances

17,745

13,668

-

16.

Creditors: amounts falling due within one year

Group

Company

2021

2020

2021

2020

£

Bank loans and overdrafts (see note 18)

208,333

-

208,333

-

Trade creditors

2,091,176

2,074,718

10,666

18,933

Amounts owed to group undertakings

-

2,619,955

100

Tax

13,474

-

121,258

Social security and other taxes

347,348

297,627

-

VAT

322,586

589,662

-

Other creditors

2,632,566

4,536,248

322,065

2,750,000

Directors' current accounts

6,999,752

-

6,999,752

-

Accruals and deferred income

3,042,749

2,138,427

1,860,903

1,228,721

15,657,984

9,636,682

12,021,674

4,119,012

17.

Creditors: amounts falling due after more than one year

Group

Company

2021

2020

2021

2020

£

Bank loans (see note 18)

2,291,667

-

2,291,667

-

18.

Loans

An analysis of the maturity of loans is given below:

Group

Company

2021

2020

2021

2020

£

Amounts falling due within one year or on

demand:

Bank loans

208,333

-

208,333

-

Amounts falling due between two and five

years:

Bank loans - 2-5 years

2,000,000

-

2,000,000

-

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

291,667

-

291,667

-

19.	Leasing agreements

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2021

2020

£

Within one year

120,000

Between one and five years

311,250

401,250

In more than five years

225,000

375,000

656,250

896,250

20.	Deferred tax

Group

£

Balance at 1 July 2020

(13,668

)

Credit to Income Statement during year

(4,077

)

Balance at 30 June 2021

(17,745

)

21.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

506,750

Ordinary

0.1

50,675

22.

Reserves

Group

Retained

Share

earnings

premium

Totals

£

At 1 July 2020

11,197,333

24,949,296

36,146,629

Deficit for the year

(7,079,098

)

(7,079,098

)

Change in ownership interests

in subsidiaries that do not

result in loss of control

(80,736

)

-

(80,736

)

At 30 June 2021

4,037,499

24,949,296

28,986,795

Company

Retained

Share

earnings

premium

Totals

£

At 1 July 2020

31,446,820

24,949,296

56,396,116

Deficit for the year

(63,801

)

(63,801

)

At 30 June 2021

31,383,019

24,949,296

56,332,315

23.	Non-controlling interests

Minority interest relates to the proportion of the investments in CP Plus Limited, CP Plus (International) Limited, Ranger Plus Limited, and Ranger Holdings Limited which are owned by investors outside of the group.

24.	Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Included in investments and other debtors at the year end is £5,243,777 (2020: £4,994,028) and included in other creditors at the year end is £146,131 (2020: £139,171) relating to entities connected by common control.

During the year interest payable of £6,959 (2020: £6,627) was charged by companies connected by common control, and interest amounting to £249,704 (2020: £260,770) was received from these companies.

At the year end £7,321,817 (2020: £416,873) was owed to directors and members of their families.

25.	Ultimate controlling party

The ultimate controlling party is the parent company Trade Topco Limited, a company controlled by E A Green, I S Langdon and related parties acting in concert.

26.	Reconciliation of (loss)/profit before taxation to cash generated from operations

2021

2020

£

(Loss)/profit before taxation

(6,935,214

)

2,580,624

Depreciation charges

9,737,630

3,067,902

Finance costs

739,209

296,094

Finance income

(795,390

)

(651,809

)

2,746,235

5,292,811

(Increase)/decrease in stocks

(127,339

)

73,168

(Increase)/decrease in trade and other debtors

(8,693,528

)

572,205

Decrease in trade and other creditors

(2,951,005

)

(3,062,218

)

Cash generated from operations

(9,025,637

)

2,875,966

27.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2021

30/6/21

1/7/20

£

Cash and cash equivalents

8,624,179

7,222,778

Year ended 30 June 2020

30/6/20

1/7/19

£

Cash and cash equivalents

7,222,778

5,997,414

28.	Analysis of changes in net funds

At 1/7/20

Cash flow

At 30/6/21

£

Net cash

Cash at bank and in hand

7,222,778

1,401,401

8,624,179

7,222,778

1,401,401

8,624,179

Debt

Debts falling due within 1 year

-

(208,333

)

(208,333

)

Debts falling due after 1 year

-

(2,291,667

)

(2,291,667

)

-

(2,500,000

)

(2,500,000

)

Total

7,222,778

(1,098,599

)

6,124,179