Financial statements of
Themis Solutions Software (UK) Limited
For the financial period from January 27, 2023 to December 31, 2023
Director's report
3 - 4
Director's responsibilities statement
5
Independent auditor's report
6 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 18
Themis Solutions Software (UK) Limited
Director's report
December 31, 2023
The Director presents the annual report and the audited Financial Statements of the Company for the financial period ended 31 December 2023.
Principal activities
The Company's principal business activities are the facilitation of payment processing through the merchant payment application of a third-party company.
Business review
The directors are satisfied with the results of the company for the year under review.
Results and dividends
The loss for the financial period ended 2023, after taxation, amounted to £4,891.
The director declared payment of dividend of £nil.
Director
Jack Barless Newton (appointed 27 January 2023)
Going concern
The Director considers that it is appropriate to prepare the Financial Statements on the going concern basis, which assumes that the Company will continue in operational existence for a period of at least 12 months from the date of approval of Financial Statements, on the basis of continued financial support from the ultimate parent company, Themis Solutions Inc. In forming this view, the Director has considered the future cash requirements of the Company's business in the context of the economic environment, risks and uncertainties facing the Company and the medium term strategy of the Company. The Company is also covered by a letter of support from its ultimate parent, Themis Solutions Inc. The Director is satisfied that this financial support will be available due to the current financial position of the parent company. See further details within note 1.
Disclosure of information to auditors
In the case of each of the persons who are Directors at the time the Director's Report and Financial Statements are approved:
a)
So far as the Director is aware, there is no relevant audit information of which the Company's statutory auditors are unaware; and,
b)
Each Director has taken all steps that ought to have been taken by the Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 485 of the Companies Act 2006.
Post balance sheet events
There have been no significant events affecting the Company since the financial year-end.
Auditors
The auditor, Grant Thornton, will continue in office in accordance with section 485 of the Companies Act 2006.
Page 3
Themis Solutions Software (UK) Limited
Director's report
December 31, 2023
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the Board and signed on its behalf.
____________________
Jack Barless Newton
Director
____________________
Date
24 September 2024
2024-09-24
Page 4
Themis Solutions Software (UK) Limited
Director's responsibilities statement
December 31, 2023
The Director is responsible for preparing the Director's report and the Financial Statements in accordance with the applicable laws 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 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 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
  • *
select suitable accounting policies for the Company's financial statements and then apply them consistently;
  • *
make judgments and accounting estimates that are reasonable and prudent;
  • *
state whether the financial statements have been prepared in accordance with applicable accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards; and
  • *
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
On behalf of the board:
____________________
Jack Barless Newton
Director
____________________
24 September 2024
Date
Page 5
Independent auditor's report to the members of Themis Solutions Software (UK) Limited
Opinion
We have audited the financial statements of Themis Solutions Software (UK) Limited (“Company”), which comprise the statement of comprehensive income, statement of financial position, and statement of changes in equity for the financial period ended 31 December 2023, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and accounting standards issued by the Financial Reporting Council including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, Themis Solutions Software (UK) Limited's financial statements:
  • *
give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2023 and of its financial performance for the year then ended; and
  • *
have been properly 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 ‘Responsibilities of the auditor 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 FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. 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 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 the date 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 6
Independent auditor's report to the members of Themis Solutions Software (UK) Limited
Other information
Other information comprises information included in the annual report, other than the financial statements and our auditor's report thereon, including the Director's Report. The director is responsible for the other information. 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Director's Report has 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 any material misstatements in the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
  • *
the financial statements and the part of the director's remuneration report to be audited 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; or
  • *
the director's was not entitled to take advantage of the small companies' exemptions from the requirement to prepare a Strategic Report or in preparing the Director's Report.
Page 7
Independent auditor's report to the members of Themis Solutions Software (UK) Limited
Responsibilities of management and those charged with governance for the financial statements
As explained more fully in the Director's responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102, and for such internal control as director determines necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management 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 management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 auditor's report that includes their 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.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Data Privacy law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation]. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional skepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
Page 8
Independent auditor's report to the members of Themis Solutions Software (UK) Limited
In response to these principal risks, our audit procedures included but were not limited to:
enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
  • *
inspection of the Company's regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
  • *
gaining an understanding of the entity's current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
  • *
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
  • *
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls
  • *
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
  • *
challenging assumptions and judgements made by management in their significant accounting estimates, including revenue recognition
  • *
  • *
review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
Page 9
Independent auditor's report to the members of Themis Solutions Software (UK) Limited
The purpose of our audit work and to whom we owe our responsibilities
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 auditor's 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.
Michael Shelley (Senior Statutory Auditor)
For and on behalf of
Grant Thornton
Chartered Accountants & Statutory Auditors
13-18 City Quay
Dublin 2
Ireland
24 September 2024
2024-09-24
Page 10
Themis Solutions Software (UK) Limited
Statement of comprehensive income
Financial period ended December 31, 2023
(expressed in Great Britain Pounds)
2023
Notes
£
Revenue
3
785
Cost of Sales
Gross profit
785
Operating expenses
Administrative expenses
7,212
Total operating expenses
7,212
Loss before tax
(6,427)
Income tax recovery
5
1,536
Loss for the financial period
(4,891)
There was no other comprehensive income for 2023.
The notes on pages 14 to 18 form part of these financial statements.
Page 11
Themis Solutions Software (UK) Limited
Statement of financial position
December 31, 2023
2023-12-31
(expressed in Great Britain Pounds)
2023
Notes
£
Assets
Current Assets
Cash and cash equivalents
59,277
Trade and other receivables
6
18,903
Total current assets
78,180
Total assets
78,180
Liabilities
Current liabilities
Trade and other payables
7
83,069
Total current liabilities
83,069
Total liabilities
83,069
Net assets
(4,889)
Equity
Share Capital
8
2
Profit and loss account
(4,891)
Total equity
(4,889)
The financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS102 Section 1A – Small Entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
____________________
Jack Barless Newton, Director
Company Number: 14620143
____________________
Date
24 September 2024
The notes on pages 14 to 18 form part of these financial statements.
Page 12
Themis Solutions Software (UK) Limited
Statement of changes in equity
Financial period ended December 31, 2023
(expressed in Great Britain Pounds)
Share Capital
Profit and loss account
Total Equity
Notes
£
£
£
Balance, January 27, 2023
Issuance of shares
8
2
2
Loss for the financial period
(4,891)
(4,891)
Balance, December 31, 2023
2
(4,891)
(4,889)
The notes on pages 14 to 18 form part of these financial statements.
Page 13
Themis Solutions Software (UK) Limited
Notes to the financial statements
For the financial period ended December 31, 2023
1.
General information
The Statement of Comprehensive Income, the Statement of Financial Position, Statement of Changes in Equity and the related notes constitute the financial statements of Themis Solutions Software (UK) Limited for the financial period ended December 31, 2023.
Themis Solutions Software (UK) Limited is incorporated and registered in the United Kingdom (Registered number: 14620143). The registered office is at Gowling WLG (UK) LLP 4 More London Riverside, London, United Kingdom. The nature of the company's operations and its principal activities are disclosed in the Director's report.
2.
Accounting policies
(a)
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 (“FRS 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.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
  • *
The requirements of Section 3 Financial Statement Presentation paragraph 3.17 (d);
  • *
The requirements of Section 33 Related Party Disclosures paragraph 33.7.
The following principal accounting policies have been applied:
(b)
Going concern
In preparing these financial statements, the Director considers it appropriate to continue to use the going concern assumption, which assumes that the Company will continue in operational existence and will have sufficient resources to enable it to meet its debts as and when they fall due for a minimum period of twelve months from the signing of the financial statements.
This assessment is based on the actual cash subsequent to year-end and budgets prepared and reviewed by the director of the Company. The actual cash subsequent to year-end outlines that the Company will have sufficient cash resources to continue in operational existence for the foreseeable future by considering assumptions on future trading performance and continued support from the parent, Themis Solutions Inc. The Company has also received confirmation from its parent company that it will continue to provide financial support to ensure that the Company can meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
The director has considered the future projection of the Company's performance and believes that it is appropriate for the financial statements to be prepared on a going concern basis. The Financial Statements do not include any adjustments that would arise if the Company was unable to continue as a going concern.
Page 14
Themis Solutions Software (UK) Limited
Notes to the financial statements
For the financial period ended December 31, 2023
2.
Accounting policies (continued)
(c)
Foreign currency translation
Functional and presentation currency
The company's functional and presentation currency is the British pound sterling (“GBP”).
(d)
Revenue recognition
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.
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.
(e)
Taxation
Taxable loss differs from loss as reported in the income statement because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.
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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
  • *
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
  • *
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Page 15
Themis Solutions Software (UK) Limited
Notes to the financial statements
For the financial period ended December 31, 2023
2.
Accounting policies (continued)
(f)
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.
(g)
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.
(h)
Creditors
Short-term trade 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.
3.
Revenue
Turnover represents the fair value of services provided to customers during the financial year excluding value added tax. Turnover is derived from its principal activities wholly undertaken in the UK.
4.
Employees
The Company has no employees other than the director, who did not receive any remuneration.
5.
Income taxes
2023
£
Loss before income taxes
(6,427)
Income tax recovery calculated at 23.9%
(1,536)
Income tax recovery
(1,536)
Page 16
Themis Solutions Software (UK) Limited
Notes to the financial statements
For the financial period ended December 31, 2023
6.
Trade and other receivables
The Company's trade and other receivables are comprised of the following:
2023
£
Trade receivables
17,367
Income taxes recoverable
1,536
18,903
7.
Trade and other payables
The Company's trade and other payables are comprised of the following:
2023
£
Amounts due to related parties
75,782
Accruals and other payables
7,287
83,069
The Director considers that the carrying amount of trade and other payables approximates their fair value.
Amounts due to related parties, forming part of creditors falling due within one financial year, represent amounts which are repayable on demand, unsecured and interest free.
The Company has financial risk management policies in place to ensure all payables are paid within the credit timeframe.
Equity
8.
Share capital represents the nominal value of shares that have been issued.
2023
£
Authorised, allotted and fully paid:
2
2 ordinary shares of £1 each
2
The profit and loss account includes all current and prior period retained profits and losses.
Related party transactions
9.
As the undertaking is a subsidiary, that is wholly owned by a member within the group, it has taken advantage of the exemption in section 33 “Related Party Disclosures” paragraph 1(a), Financial Reporting Standard 102, not to disclose the transactions within group companies.
10.
Future commitments
There are no significant capital commitments or other contingent liabilities as at December 31, 2023.
Page 17
Themis Solutions Software (UK) Limited
Notes to the financial statements
For the financial period ended December 31, 2023
11.
Post balance sheet events
The Company evaluated subsequent events through 24 September 2024, the date these statements were issued. There were no other subsequent events which required recognition or disclosure.
12.
Controlling parties
The immediate and ultimate parent undertaking is Themis Solutions Inc., a company incorporated in Canada.
Themis Solutions Inc. is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 31 December 2023. Copies of its consolidated financial statements are not publicly available.
13.
Approval of the financial statements
These Financial Statements were approved by the shareholders and authorised for issue on 24 September 2024.
Page 18
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