REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
PHOS SERVICES LTD |
REGISTERED NUMBER: |
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: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
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 |
Tangible assets | 6 |
Investments | 7 |
Current assets |
Debtors | 8 |
Cash at bank and in hand |
Creditors |
Amounts falling due within one year | 9 |
Net current assets |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 10 |
Share premium |
Retained earnings | ( |
) | ( |
) |
Shareholders' funds |
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 |
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 |
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 |
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 |
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 |
Additions |
At 31 December 2023 |
Amortisation |
At 1 January 2023 |
Amortisation for year |
At 31 December 2023 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
6. | Tangible fixed assets |
Plant and |
machinery |
£ |
Cost |
At 1 January 2023 |
Additions |
At 31 December 2023 |
Depreciation |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
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 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Delaware |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Sofia |
Nature of business: |
% |
Class of shares: | holding |
8. | Debtors: amounts falling due within one year |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
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 |
Taxation and social security | ( |
) |
Other creditors |
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: | £ | £ |
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. |
for and on behalf of |
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. |