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REGISTERED NUMBER: 11683975 (England and Wales)















Financial Statements

for the Year Ended 31 December 2023

for

PHOS SERVICES LTD

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Contents of the Financial Statements
for the year ended 31 December 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


PHOS SERVICES LTD

Company Information
for the year ended 31 December 2023







Directors: B J Hyett
S Gurel
E Vlugt





Secretary: D Z Taushanova





Registered office: Northside House
69 Tweedy Road
Bromley
Kent
BR1 3WA





Registered number: 11683975 (England and Wales)





Auditors: KPMG Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin D02 DE03

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Balance Sheet
31 December 2023

2023 2022
Notes £ £ £ £
Fixed assets
Intangible assets 5 2,013,810 1,646,773
Tangible assets 6 16,543 13,279
Investments 7 121 121
2,030,474 1,660,173

Current assets
Debtors 8 1,836,817 1,722,751
Cash at bank and in hand 3,201,751 216,106
5,038,568 1,938,857
Creditors
Amounts falling due within one year 9 915,021 1,319,554
Net current assets 4,123,547 619,303
Total assets less current liabilities 6,154,021 2,279,476

Capital and reserves
Called up share capital 10 6,690,468 2,557
Share premium 4,154,735 4,154,735
Retained earnings (4,691,182 ) (1,877,816 )
Shareholders' funds 6,154,021 2,279,476

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 28 June 2024 and were signed on its behalf by:





B J Hyett - Director


PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements
for the year ended 31 December 2023


1. Statutory information

PHOS Services LTD 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


The Company is exempt by virtue of the small companies regime of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.

The Company’s ultimate parent undertaking Banks and Acquirers International Holdings S.A.S, includes the Company in its consolidated financial statements. The consolidated financial statements of Banks and Acquirers International Holdings S.A.S are prepared in accordance with International Financial Reporting Standards as adopted by the UK and are available to the public and may be obtained from 13 Rue Pages, 92150 Suresnes, France. In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:
- Cash Flow Statement and related notes; and
- Key Management Personnel compensation.

As the consolidated financial statements of ultimate parent undertaking include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of the following disclosures:
- Certain disclosures required by FRS 102.26 Share-based Payments; and,
- Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial
Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these financial statements.
Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The director considers that there is a reasonable expectation that the Company will continue in operational existence for the future. The financial statements do not include the adjustments that would result the Company was unable to continue as a going concern and will continue its operations, meet its liabilities and commitments as they may fall due.

The accounts of PHOS Services Ltd have adopted the following disclosure exemptions:
- the requirement to present a statement of cash flows and related notes
- financial instrument disclosures, including:
- categories of financial instruments,
- items of income, expenses, gains or losses relating to financial instruments, and
exposure to and management of financial risks.

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

Key source of estimation, uncertainty and judgement
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 depreciation and amortisation. Whilst every attempt is made to ensure that the policies are as accurate as possible, there remains a risk that the policies do not match the useful life of the assets. The assessment of intangibles' value in use and any need for potential impairment are subject to judgements and estimates.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised in a number of ways. For initial one off set up costs this is recognised at the contract signature date or when the integration of the client is complete, for monthly support and variable costs these are accrued on the life of the contract with a further charge recognised on a per active user basis.

Intangible assets
Costs related to development of projects that the Directors assess to create future revenues are capitalised. Costs that are deemed to be purely in the research phase are expenses as incurred.

It is anticipated once the project is completed the intangible will be amortised over a 5 year period which is the Director's assessment of the useful life of the income generating assets.

Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated:
- The technical feasibility of completing the software so that it will be available for use or sale.
- The intention to complete the software and use or sell it.
- The ability to use the software or to sell it.
- How the software will generate probable future economic benefits.
- The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.
- The ability to measure reliably the expenditure attributable to the software during its development.

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The intangible assets are amortised over the following useful economic lives:
- Software development costs 5 years
- Goodwill 10 years

If there is an indication that there has been a significant change in amortisation rate or residual value of an asset, the amortisation of that asset is revised prospectively to reflect the new expectations.

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of profit and loss.

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

Plant and machinery - 25% on reducing balance.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Financial instruments
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.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued
Deferred tax
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 and 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 or other future taxable profits.

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
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. Employees and directors

The average number of employees during the year was 6 (2022 - 5 ) .

4. Auditors' remuneration

Fees payable to the company's auditors for the audit of the company's financial statements for 2023 is £15,000 (2022: £12,500).

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


5. Intangible fixed assets
Development
costs
£
Cost
At 1 January 2023 1,945,662
Additions 821,184
At 31 December 2023 2,766,846
Amortisation
At 1 January 2023 298,889
Amortisation for year 454,147
At 31 December 2023 753,036
Net book value
At 31 December 2023 2,013,810
At 31 December 2022 1,646,773

6. Tangible fixed assets
Plant and
machinery
£
Cost
At 1 January 2023 18,962
Additions 9,012
At 31 December 2023 27,974
Depreciation
At 1 January 2023 5,683
Charge for year 5,748
At 31 December 2023 11,431
Net book value
At 31 December 2023 16,543
At 31 December 2022 13,279

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


7. Fixed asset investments
Shares in
group
undertakings
£
Cost
At 1 January 2023
and 31 December 2023 121
Net book value
At 31 December 2023 121
At 31 December 2022 121

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Phos Services Inc
Registered office: Delaware
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00

PHOS Bulgaria EOOD
Registered office: Sofia
Nature of business: Transaction and payment services
%
Class of shares: holding
Ordinary 100.00

8. Debtors: amounts falling due within one year
2023 2022
£ £
Trade debtors 121,022 57,006
Amounts owed by group undertakings 1,637,189 1,211,270
Other debtors 78,606 454,475
1,836,817 1,722,751

Included within other debtors is prepayments of £70,246 (2022: £72,260).

Amounts owed by group undertakings are unsecured, interest free and payable on demand.

9. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 285,617 68,309
Taxation and social security 48,431 (4 )
Other creditors 580,973 1,251,249
915,021 1,319,554

PHOS SERVICES LTD (REGISTERED NUMBER: 11683975)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


10. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
69,573,448 Euro Ordinary £0.096 6,690,468 1,557

Allotted and issued:
Number: Class: Nominal 2023 2022
value: £ £
NIL Called up share capital - 1,000

During the year the company has issued a further 69,546,908 Euro ordinary shares. It also reclassified 10,000 ordinary share to Euro shares.
The shares are entitled to full voting, dividend and capital distribution (including on winding up) rights. They confer no rights to redemption.

11. Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Maurice McCann (Senior Statutory Auditor)
for and on behalf of KPMG Chartered Accountants

12. 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.

13. Ultimate controlling party

The Company is a subsidiary undertaking of Ingenico (UK) Limited. The ultimate owner of the Company is Apollo Global Management.
The largest group in which the Company are consolidated is that headed by Poseidon Holdco (Lux) SCA, 2 Avenue Charles de Gaulle, 1653 Luxembourg. The smallest group in which they are consolidated is that headed by Banks and Acquirers International Holdings S.A.S, 13 Rue Pages, 92150 Suresnes, France. The consolidated financial statements of Poseidon Holdco (Lux) SCA are publicly available and may be obtained from 2 Avenue Charles de Gaulle, 1653 Luxembourg.