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Registered number: 04591066












TRUST PAYMENTS (UK) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

TRUST PAYMENTS (UK) LTD

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 5
Directors' report
 
6
Directors' responsibilities statement
 
7
Independent auditor's report
 
8 - 11
Profit and loss account
 
12
Balance sheet
 
13
Statement of changes in equity
 
14
Notes to the financial statements
 
15 - 36


 

TRUST PAYMENTS (UK) LTD
 
COMPANY INFORMATION


Directors
L Booth 
D I Holden 
G T Velikov 




Registered number
04591066



Registered office
1 Royal Exchange
Royal Exchange Avenue

London

England

EC3V 3DG




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

TRUST PAYMENTS (UK) LTD
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2023.

Business review and key performance indicators
 
The directors are satisfied with the performance of company for the year, which built on the investment made in prior years.
The directors consider Gross Revenue, Gross Profit, merchant retention and Adjusted EBITDA to be the primary Key Performance Indicators. 

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(1) Adjusted EBITDA is calculated as Loss before interest, taxation, depreciation, amortisation, foreign exchange gains and losses and impairment. 
In 2023 the company has seen gross revenue grow by 5.3%, in line with the overall growth strategy of the group. The gross profit margin has remained stable. Adjusted EBITDA has increase by 21.7% due to effective cost management and the additional volume being accommodated by the existing operational structure. 

Net merchant volume retention was over 100% (2022: over 100%).

Principal risks and uncertainties and financial risk management
 
The principal risks and uncertainties facing the business are set out below. These risks are regularly monitored and consider by the Board and the Group Audit Committee.

Product risk

The turnover of the company consists of income from the provision of payment services, including merchant services and associated services, as well as data. 

Sales are dependent on the wider group being able to continually offer its customers cost effective, versatile and reliable products while complying with ever changing demands of the environment in which it operates, including changes in global government and regulatory policies, and consumer behaviours. The group, as it adapts to global changes in its markets, needs to ensure that it can maintain strong internal controls and procedures.

Customer risk

The company is also exposed to the impact of changes in relationships with its customers and suppliers. It is a key task for the operational management in each business to maintain and develop relationships with customers and suppliers during the initial transition period and further into the future.
Page 2

 

TRUST PAYMENTS (UK) LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Liquidity risk

Liquidity risk is the risk that the business cannot meet its financial obligations when they fall due. It includes funding risk which is the risk that the business does not have sufficient stable sources of funding to meet its financial obligations when they fall due or can do so only at excessive cost.

The group finances its operations through a mixture of share capital, income from sales and secured debt. 

Liquidity risk is monitored at group level using a liquidity gap model which calculates the net cash flows of the group or of individual companies over time in order to detect any critical points in the expected liquidity. The total liquidity requirement is calculated as the sum of the negative gaps (outflows greater than inflows) recorded for each individual time period. Any positive gaps found in a time period are used to reduce negative gaps in subsequent periods.

Credit risk

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

New contracts are imposing standard direct debit mandates to ensure that the company’s trade receivables are collected in a monthly direct debit automated process and reduces the company’s overall debit merchant balances. 

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

Foreign currency risk

Foreign currency risk is not substantial at company level given that the majority of all operational and processing of transactions are conducted in GBP.  

Foreign exchange differences in the year are driven by movements on intercompany balances.
 
Going concern
 
The company is a subsidiary of Trust Payments Holdings Limited. Trust Payments Holdings Limited, and its subsidiaries (together “the Group") are under the control of Cordet Direct Lending SCSp, managed by CORDET Capital Partners LLP as its’ investment manager ("Cordet"). Cordet have arranged and provided finance to the group of approximately £148m at the balance sheet date.
 
In December 2023 the existing borrowing facilities were extended with the same terms and interest rates as the original contractual obligations. Facility A of approximately £58m is now repayable on 31 March 2025 and Facility C of approximately £90m is now repayable on 30 April 2025. As such the borrowings are shown as long-term liabilities.
Page 3

 

TRUST PAYMENTS (UK) LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The Group has prepared detailed forecasts and cashflow projections to December 2025. These forecasts show that the Group can continue to meet its working capital requirements and settle its operational liabilities as they fall due for at least 12 months from the date of approval of the accounts.

The forecasts do not allow for the repayment of the debt facilities. The directors are confident that a satisfactory resolution will be achieved through a deleveraging or refinancing event. The investors and lenders have demonstrated their continued willingness to support the growth trajectory of the business through loan extensions and additional facilities where they have been required historically. Cordet has provided written confirmation to the Board of Trust Payments Limited that they have the ability and are willing to support the Group.

As the Group has determined that sufficient cash flows exist for a period of at least twelve months from the date of signing these accounts and that the debt facilities can be extended if not refinanced prior to their due date, the directors continue to adopt the going concern basis in the preparation of the financial statements.

Future developments
The company continues to execute its growth plans in traditional low risk retail verticals. 

Statement by the directors on performance of their statutory duties in accordance with S172 (1) Companies Act 2006

Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the matters set out below. The company considers these matters are part of the wider group strategy, objectives and plans. 

a) The likely consequences of any decision in the long-term

The directors believe that they have acted in the way they consider, in good faith, to promote the long term success of the company. Governance of the business is formalised in regular board meetings, with input from appropriate strategic advisors. Financial budgets and longer term financial planning and forecasts have been prepared allowing local and group management to assess the long term impact of operational and strategic decisions.

b) The interests of the company's employees

The directors consider our people to be a key and critical asset to the business and their interests are considered when decisions are being taken. The directors take care over the wellbeing and competency of staff via regular on the job training and consultations with employees. Significant investment in people and HR systems to promote good management, assessment and career development of people continues to be made by the group.

During 2023 Trust Payments has joined the 30% Club and the directors are delighted to be able to contribute to this vital agenda, which aims to brings us much closer to reflecting the reality of our society and ensuring that women of all backgrounds are fully represented across our industry.

c) The need to foster the company's business relationships with suppliers, customers and others

The directors aim to work in partnership with customers and suppliers who also share similar values and behaviours to the company. Significant resources are focused on good customer service, as well as strategic partnership roles for managing the relationships with key stakeholders and suppliers at group level. These resources include the development of group social, ethical and environmental responsibility policies to ensure improved long term position of the business and foster a leading culture.
Page 4

 

TRUST PAYMENTS (UK) LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

d) The impact of the company's operations on the community and environment

The directors are mindful of the communities in which the business operates. The group has developed social and environmental policies which are designed to reduce the impact of the group's activities on the environment. A standing committee looks at these issues regularly and puts best practice recommendations forward as appropriate. 

For example during the year the group has supported sponsorship of Greener and Cleaner in Bromley, where the group’s office is located, and supports a range of volunteering schemes available to all staff.

e) The desirability of maintaining a reputation for high standards of business conduct

As part of the financial services community, it is of vital importance that high standards of professional business conduct are maintained. Strong ethical and business rigour is embedded via onboarding training for new employees, and continued professional development programmes, delivered online, for existing employees. All employees are required to pass appropriate courses, such as anti money laundering and data protection. The directors' intentions are to behave responsibly and ensure that management operate the business in a responsible manner, whilst adhering to the high standards of business conduct and good governance expected.

f) The need to act fairly between members of the group

The group has a number of subsidiary entities. As such, communication between the geographic locations, and the interplay between services or functions offered by different locations is vital.

Part of the business strategy is to support a group wide deployment of our services seamlessly to the end customer, regardless of which entity or geography they are deployed from. This is also of huge benefit to global enterprises or customers wishing to expand overseas.

Each member of the group is regularly updated about the performance of the group and provided with equivalent financial and strategic reports and updates. Quarterly townhalls and regular monthly department meetings with the executive teams ensures that our people and well informed and kept up to date with the direction and overall objectives of the organisation. An executive management team, representing different areas of the business operates at a group level and meet regularly to ensure the strategic path and long term objectives are executed.

In addition to this the group has appointed members to each subsidiary board to ensure that their interests are fairly reflected at this level and decisions made by the group are in line with the strategic aim of all members.


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


G T Velikov
Director

Date: 18 October 2024

Page 5

 

TRUST PAYMENTS (UK) LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

D I Holden 
G T Velikov 

On 03 October 2024, L Booth was appointed as a director.

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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





G T Velikov
Director

Date: 18 October 2024

Page 6

 

TRUST PAYMENTS (UK) LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; 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 2006They 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.

Page 7

 

TRUST PAYMENTS (UK) LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS (UK) LTD
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Trust Payments (UK) Ltd (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the 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 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.


Page 8

 

TRUST PAYMENTS (UK) LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS (UK) LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 directors' responsibilities statement set out on page 7, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 9

 

TRUST PAYMENTS (UK) LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS (UK) LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the technology sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, anti money laundering legislation, Payment Card Industry Data Security Standards (PCI DSS), taxation legislation, GDPR and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
Page 10

 

TRUST PAYMENTS (UK) LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS (UK) LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 auditor's 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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.




Jacqueline Oakes (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
18 October 2024
Page 11

 

TRUST PAYMENTS (UK) LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
(As restated)
2022
Note
£
£

  

Revenue
 4 
12,024,891
11,360,341

Cost of sales
  
(3,625,182)
(3,457,765)

Gross profit
  
8,399,709
7,902,576

Administrative expenses
 5 
(11,211,900)
(11,239,055)

Other operating income
 6 
170,466
-

Operating loss
  
(2,641,725)
(3,336,479)

Interest payable and similar expenses
 9 
(171,992)
(124,919)

Loss before taxation
  
(2,813,717)
(3,461,398)

Tax on loss
 10 
-
-

Loss for the financial year
  
(2,813,717)
(3,461,398)

There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. Accordingly, no statement of other comprehensive income has been presented

Page 12


 
REGISTERED NUMBER:04591066
TRUST PAYMENTS (UK) LTD

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
(As restated)
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 11 
10,844,524
10,536,145

Tangible fixed assets
 12 
1,641,357
2,103,193

  
12,485,881
12,639,338

Current assets
  

Debtors: amounts falling due within one year
 13 
2,086,132
1,918,607

Cash at bank and in hand
  
159,245
234,872

  
2,245,377
2,153,479

Creditors: amounts falling due within one year
 14 
(16,913,980)
(14,087,273)

Net current liabilities
  
 
 
(14,668,603)
 
 
(11,933,794)

Total assets less current liabilities
  
(2,182,722)
705,544

  

Creditors: amounts falling due after more than one year
 15 
(1,353,549)
(1,428,098)

  
(3,536,271)
(722,554)

  

  

Net liabilities
  
(3,536,271)
(722,554)


Capital and reserves
  

Called up share capital 
 17 
8,601
8,601

Share premium account
 18 
227,928
227,928

Profit and loss account
 18 
(3,772,800)
(959,083)

Total equity
  
(3,536,271)
(722,554)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G T Velikov
Director

Date: 18 October 2024

The notes on pages 15 to 36 form part of these financial statements.

Page 13

 

TRUST PAYMENTS (UK) LTD

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
8,601
227,928
2,502,315
2,738,844


Comprehensive income for the year

Loss for the year
-
-
(3,461,398)
(3,461,398)



At 31 December and 1 January 2023
8,601
227,928
(959,083)
(722,554)


Comprehensive income for the year

Loss for the year
-
-
(2,813,717)
(2,813,717)


At 31 December 2023
8,601
227,928
(3,772,800)
(3,536,271)


Page 14

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Trust Payments (UK) Limited is a private company limited by shares and is incorporated in England and Wales. The registered office is 1 Royal Exchange, London, England, EC3V 3DG.
The company's principal activity consist of the provision of integrated payment processing and merchant acquiring services and data management.
The company's financial statements are presented in Sterling (£), which is also the company's functional currency.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

IAS 24 requires the disclosure of key management personnel compensation and amounts incurred by the entity for key management personnel services that are provided by a separate management entity.
The company has taken exemption under FRS 101 paragraph 8(j) not to disclose this information.
 
Page 15

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.2
Financial Reporting Standard 101 - reduced disclosure exemptions (continued)

The company is included in the consolidated financial statements of Trust Payments Limited for the year ended 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The principal accounting policies applied in the presentation of the financial statements are set out below. These policies have been consistently applied for all the years presented, unless otherwise stated.

 
2.3

Going concern

The company is a subsidiary of Trust Payments Holdings Limited. Trust Payments Holdings Limited, and its subsidiaries (together “the Group") are under the control of Cordet Direct Lending SCSp, managed by CORDET Capital Partners LLP as its’ investment manager ("Cordet"). Cordet have arranged and provided finance to the group of approximately £148m at the balance sheet date. 

In December 2023 the existing borrowing facilities were extended with the same terms and interest rates as the original contractual obligations. Facility A of approximately £58m is now repayable on 31 March 2025 and Facility C of approximately £90m is now repayable on 30 April 2025. As such the borrowings are shown as long-term liabilities.

The Group has prepared detailed forecasts and cashflow projections to December 2025. These forecasts show that the Group can continue to meet its working capital requirements and settle its operational liabilities as they fall due for at least 12 months from the date of approval of the accounts. 
The forecasts do not allow for the repayment of the debt facilities. The directors are confident that a satisfactory resolution will be achieved through a deleveraging or refinancing event. The investors and lenders have demonstrated their continued willingness to support the growth trajectory of the business through loan extensions and additional facilities where they have been required historically. Cordet has provided written confirmation to the Board of Trust Payments Limited that they have the ability and are willing to support the Group.

As the Group has determined that sufficient cash flows exist for a period of at least twelve months from the date of signing these accounts and that the debt facilities can be extended if not refinanced prior to their due date, the directors continue to adopt the going concern basis in the preparation of the financial statements.

Page 16

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.4

Revenue

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognised. Under IFRS 15, revenue is recognized when a customer obtains control of the goods or service and is measured on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Determining the timing of the transfer of control – at a point in time or over time – requires judgement.
Revenue, which consists principally of commissions priced as a percentage of transaction value and specified fees per transaction generated from processing of electronic payment services transactions, comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the company’s activities. Revenue is shown net of value added tax, returns, rebates and discounts.
Transaction fees
The company provides a secure value-added payment gateway facility. The company recognises revenue when performance obligations have been satisfied and for the company this is once a transaction has been authorised and processed. The company bills its clients at the end of each month for any transactions that have been authorised and processed during that period. 
POS terminal fees
Revenue on distribution of POS terminals is recognised when the terminal is provided to the customer.

Management fees
The company provides payment gateway management services for fellow group companies for a fixed monthly fee. The company recognises revenue on a straight-line basis over a period of time as the performance obligations are satisfied.
Billing of customers
The company bills its customers at the end of each month for the transactions that have been authorised and processed during that period.
Contract assets
Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. 

  
2.5

Capital management

The company adopts a capital management policy that aims to ensure that the company’s capital balance is sufficient at all times to support its business operations.

Page 17

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.7

Pensions

Defined contribution pension plan

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

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

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 18

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from temporary differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These temporary differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all temporary differences that have originated but not reversed by the balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

Computer software
Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised through administrative expenses on a straight-line basis over their estimated useful lives of three years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
The assets' carrying amounts and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Development expenditure
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
 
the technical feasibility of completing the intangible asset so that it will be available for use of sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefit;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its
development.

These costs are amortised through administrative expenses on a straight-line basis over the estimated project development cycle of three years.
The assets' carrying amounts and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Page 20

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Property, plant and equipment

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
3 years
Computer equipment
-
2-3 years
Other fixed assets
-
Length of the lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

  
2.12

Impairment of property, plant and equipment and intangible assets excluding goodwill

At each reporting date, the group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. 
Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired. 

 
2.13

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.

Page 21

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.14

Financial instruments

Initial recognition
Financial assets and financial liabilities are recognised in the company’s statement of financial position when the company becomes a party to the contractual provisions of the instrument. 
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. 
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. 

Classification of financial assets
The company only has financial assets classified at amortised cost. 
The company classifies its financial assets at amortised cost only if both of the following criteria are met:
 
the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding 

Subsequent measurement of financial assets  
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. 
Amortised cost and effective interest method 
The amortised cost of a financial asset is defined as the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and adjusted for any loss allowance.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. 
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition. 
 
Page 22

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

Financial instruments (continued)

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. 
Interest income is recognised in profit or loss and is included in the "finance income - interest income" line item. 
Foreign exchange gains and losses
 
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically, for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the ‘Other gains and losses’ line item.
Impairment of financial assets 
The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. 
The company always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the company historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. 
Derecognition of financial assets 
The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
 
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
 
Financial liabilities and equity
Classification as debt or equity 
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. 
 
Page 23

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

Financial instruments (continued)
Equity instruments
 
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received, net of direct issue costs. 
Financial liabilities
 
The company only has financial liabilities measured subsequently at amortised cost using the effective interest method. 
The amortised cost of a financial liability is defined as the amount at which the financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. 
Foreign exchange gains and losses
 
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the ‘Other gains and losses’ line item in profit or loss for financial liabilities that are not part of a designated hedging relationship. 
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. 
Derecognition of financial liabilities
 
The company derecognises financial liabilities when, and only when, the company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

  
2.15

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. 

Page 24

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.16

Leases

At inception of a contract, the group assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the company is reasonably certain to exercise that option. 
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Generally, the company uses its incremental borrowing rate as the discount rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising in rate, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognised as an expense on a straight line basis over the lease term.

  
2.17

Share based payments

The Trust Payments Holdings Limited ("TPHL") group, to which this company belongs, has adopted long term incentive plans whereby share based awards, over TPHL's equity, have been granted to certain employees of the group and company. 
The fair value of shares with specific share appreciation rights is recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The awards granted do not have any performance based vesting conditions and vest on the sale, asset sale, IPO or winding up of the group (‘the exit event’). 
The equity settled share based payment expense has been recognised over the likely timescale to an exit event.

Page 25

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. 

Recognition of internally generated intangible assets
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use of sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefit;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

See note 11 for the net carrying amount of internally generated intangibles recognised in the year. Judgement is required on whether the recognition criteria have been met and estimate as to the percentage of staff salaries spent of eligible development.
 
Impairment of internally generated intangible assets arising from development

The company makes an estimate of the recoverable value of internally generated intangible assets. When assessing impairment, management considers factors including the discounted value of future cash flows. Revenue projections, for an early stage product, are inherently uncertain due to the nature of the company's business and unstable market conditions. See note 11 for the net carrying amount of internally generated intangibles, there has been no impairment recognised in the year.

Page 26

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

Revenue represents amounts receivable for services provided in the normal course of business. Revenue is recognised in line with accrual accounting based on fees received for services provided during the financial year.
The total revenue of the company for the year has been derived from contracts with customers.
The total revenue of the company for the year has been derived from its principal activity, wholly undertaken in the United Kingdom.
 
An analysis of turnover by class of business is as follows:


2023
2022
£
£

Goods and services transferred at a point in time
10,426,234
10,710,993

Goods and services transferred over time
1,598,657
649,348

12,024,891
11,360,341


Page 27

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Administrative expenses

2023
(As restated)
2022
£
£



Staff costs
3,066,052
3,489,722

Staff training and welfare
(2,790)
38,677

Entertainment and travel
137,317
98,618

Stationery, post, telephone, computer, office
976,687
857,316

Advertising and promotion
552
(200)

Subs and donations
134,098
34,208

Professional fees
97,393
165,527

Finance charges
9,836
9,783

Bad debts
364,874
3,876

Difference on foreign exchange
(663,310)
901,806

Rates and water
95,776
84,954

Light and heat
46,535
57,201

Insurances
4,054
1,274

Repairs and maintenance
34,978
31,315

Amortisation
5,799,275
4,341,327

Depreciation
564,442
419,642

Management fees
529,606
642,229

Property security costs
16,525
61,780

11,211,900
11,239,055




6.


Other operating income

2023
2022
£
£

R&D tax credit
170,466
-


Page 28

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditor's remuneration

During the year, the company obtained the following services from the company's auditor:


2023
2022
£
£

Fees payable to the company's auditor for the audit of the company's financial statements
40,388
52,275

Fees payable to the company's auditor for other services
5,000
4,750

Tax compliance services
9,246
6,275


8.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
2,486,969
2,903,792

Social security costs
432,275
455,563

Defined contribution pension cost
146,808
130,367

3,066,052
3,489,722


Payroll costs amounting to £1,191,941 (2022: £805,497), not included in the above, have been capitalised in the year as computer software and development expenditure relating to time spent by employees on capital projects.

The average monthly number of employees, excluding directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales and administration
19
18



IT
47
50



Management
1
1

67
69

Directors' emoluments are paid and borne by other group companies as part of group arrangements.

Page 29

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
171,587
124,919

Other interest payable
405
-

171,992
124,919


10.


Taxation


2023
2022
£
£



Current tax on loss
-
-


Total current tax
-
-


Origination and reversal of temporary differences
-
-

Total deferred tax
-
-


Tax on loss
-
-
Page 30

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss before taxation
(2,813,717)
(3,461,398)


Loss multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(661,786)
(657,666)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
250
86

Movement in deferred tax not recognised
852,205
396,220

Remeasurement of deferred tax for changes in rates
(53,859)
(85,642)

Fixed asset differences
(96,716)
-

R&D expenditure credits
(40,094)
-

Group relief
-
347,002

Total tax charge for the year
-
-

Page 31

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

At the end of the year the company had net unrecognised tax losses to carry forward against future profits of £11,179,360 (2022: £5,809,472) but no deferred tax asset (2022: £Nil) has been recognised due to uncertainty on the timing of the utilisation of the losses.


11.


Intangible assets




Computer software

£



Cost


At 1 January 2023
16,866,481


Additions - external
5,234,813


Additions - internal
1,191,941


Disposals
(3,878,104)



At 31 December 2023

19,415,131



Amortisation


At 1 January 2023
6,330,336


Charge for the year
5,799,275


On disposals
(3,559,004)



At 31 December 2023

8,570,607



Net book value



At 31 December 2023
10,844,524



At 31 December 2022
10,536,145

Computer software and development costs includes capitalised development costs being an internally generated intangible asset.




Page 32

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Property, plant and equipment





Fixtures and fittings
Computer equipment
Right of use assets Leasehold property
Total

£
£
£
£



Cost


At 1 January 2023 (As restated)
227,439
1,839,258
1,814,252
3,880,949


Additions
34,458
68,148
-
102,606


Disposals
(46,324)
(753,516)
-
(799,840)



At 31 December 2023

215,573
1,153,890
1,814,252
3,183,715



Depreciation


At 1 January 2023 (As restated)
99,259
1,361,896
316,601
1,777,756


Charge for the year
70,653
286,737
207,052
564,442


Disposals
(46,324)
(753,516)
-
(799,840)



At 31 December 2023

123,588
895,117
523,653
1,542,358



Net book value



At 31 December 2023
91,985
258,773
1,290,599
1,641,357



At 31 December 2022 (As restated)
128,180
477,362
1,497,651
2,103,193


13.


Debtors

2023
2022
£
£


Trade debtors
1,526,559
1,486,792

Amounts owed by group undertakings
216
9,953

Other debtors
202,011
34,616

Prepayments and contract assets
186,880
387,246

Tax recoverable
170,466
-

2,086,132
1,918,607


Trade receivables are stated after provisions for impairment of £382,473 (2022: £16,541), relating to receivables arising from contracts with customers.
Included in prepayments and contract assets are contract assets of £309,389 (2022: £234,851).

Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Page 33

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
2,658,592
1,843,240

Amounts owed to group undertakings
13,200,256
11,035,565

Corporation tax
38,554
-

Other taxation and social security
104,211
98,123

Lease liabilities
71,028
149,192

Other payables
26,907
24,441

Accruals
814,432
936,712

16,913,980
14,087,273


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.


15.


Creditors: amounts falling due after more than one year

2023
2022
£
£

Lease liabilities
1,353,549
1,428,098



16.

Leases



Lease liabilities are due as follows:

2023
2022
£
£

Not later than one year
71,028
149,192

Between one year and five years
1,353,549
1,428,098

1,424,577
1,577,290

Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default.

Page 34

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



86,009,999 Allotted, called up and fully paid shares of £0.0001 each
8,601
8,601

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



18.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


19.


Contingent liabilities

The company has given security over its assets in respect of its immediate parent company's loan facilities of up to an amount of £148.4m (2022: £126.1m).
This contains fixed and floating charges that cover all of the property and undertakinings of the company.


20.


Prior year adjustment

The company has historically capitalised licence fees relating to the hire of POS terminals as part of tangible fixed assets. Upon review of the underlying contracts, it was agreed that these licence fees should have been expensed in the profit and loss account instead.
The comparative information presented in the financial statements for the year ended 31 December 2022 has been restated to correct this error, with each affected financial statement line item for the prior period restated as follows:
The restatement decreased the net book value of tangible fixed assets by £410,729.
The restatement increased cost of sales by £609,581.
The restatement decreased administrative expenses by £198,852.
The combination of the above resulted in a increase in the loss before taxation from of £410,729.
The impact on opening reserves as at 1 January 2022 was £nil.

Page 35

 

TRUST PAYMENTS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is Trust Payments Limited which is the parent undertaking of the smallest group of undertakings for which group financial statements, whose registered office is at 1 Royal Exchange, London, England, EC3V 3DG. Copies of the group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.
There is no one controlling party. The ultimate parent company is CORDET Direct Lending SCSp, an entity incorporated in Luxembourg.

 
Page 36