Company Registration No. 01024277 (England and Wales)
TOTAL SYSTEMS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2025
Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
TOTAL SYSTEMS PLC
COMPANY INFORMATION
- 1 -
Directors
Mr A. Weber BSc (Hons)
Mr P. Delaney CTA
Mr J. Bourne BSc (Hons) MBA
Mr R. Collins MBA
Secretary
Mr P. Jamieson B Com ACA
Company number
01024277
Registered office
394 City Road
London
United Kingdom
EC1V 2QA
Auditor
TC Group London Limited
Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
TOTAL SYSTEMS PLC
CONTENTS
Page
Company information
1
Strategic report
2 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 11
Income statement
12
Statement of financial position
13
Statement of changes in equity
14
Statement of cash flows
15
Notes to the financial statements
16 - 29
TOTAL SYSTEMS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
The directors present the strategic report for the year ended 31 March 2025.
Review of the business
The principal activities during the year were the writing and supply of computer software with related consultancy and support services to insurers, warranty providers, managing general agents and brokers.
Development and performance of the business
Turnover increased by 31% compared to the previous year reflecting a significant upturn in enhancement projects from October 2024 resulting in a net profit before tax of £295,167 (2024: loss £268,681).
Future prospects
So far the upturn since October 2024 has continued but as current assignments are completed activity is expected to reduce during the second half of this financial year. The Company is currently profitable and financially strong with significantly increased cash reserves so the Board remains optimistic.
Key performance indicators (KPI’s)
The Company uses a variety of KPI’s in order to monitor business performance. The level of chargeable hours as a percentage of the total available gives an indication of efficiency being achieved on a weekly basis. Product development effort is also monitored and in addition monthly management accounts are produced with an updated forecast. Given the nature of the business the Board believes that these KPI’s are sufficient to ensure that appropriate action can be taken as necessary.
Environmental and social
The Company is based at a single office in central London and every care is taken to ensure that it operates in an environmentally friendly way within the limitations imposed by our location and the nature of our operations. In regard to its employees and the local community the Company allows employees time to take part in their own social responsibilities as necessary.
TOTAL SYSTEMS PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Principal risks and uncertainties
Financial risk management
The Company’s operations expose it to a number of financial risks including liquidity risk, interest rate risk, credit risk and capital management risk. There is no exposure to foreign currency risk. Exposures to risks are monitored by the Directors and where appropriate are discussed at the monthly board meetings. These risks are:
a) Liquidity risk
Due to the Company’s strong cash position there are no credit facilities. The cash position is reviewed monthly in comparison to outstanding commitments to determine the amount of cash to be invested on call and those amounts that may be invested for various terms on the money market.
b) Interest rate profile
The Company has no financial assets other than sterling cash accounts. At 31 March 2025 £250,000 (2024: £1,250,000) of bank balances were held in fixed interest deposits at current money market rates. The remainder of the bank balances was held in accounts which were subject to floating rates of interest.
c) Maturity of financial assets and liabilities
The maturity profile of the Company’s financial assets and liabilities as at 31 March 2025 is given in note 14.
The main financial assets are cash and trade receivables. An analysis of cash is shown in (b) above. Credit terms are contract specific and customer credit terms usually do not exceed 30 days from the invoice date.
The Company would normally expect that sufficient cash is generated in the operating cycle to meet business requirements. The Board is confident that the more than adequate cash resources combined with present trading conditions will finance future trading.
d) Borrowing facilities
The Company had no borrowing facilities in place at 31 March 2025 or 31 March 2024.
e) Credit risk exposure
Credit risk arises from cash and cash equivalents, deposits with the Group’s bank, as well as credit exposures to customers, including outstanding receivables. Credit risk is highly concentrated as the Group holds cash with one financial institution.
There were trade receivables of £101,939 (2024: £128,293) past their due dates but no provisions are required. Although external credit ratings are not obtained, Company policy is to assess the credit quality of each customer internally prior to any contract being signed or work being undertaken. Internal checks are performed taking into account their financial position as well as their reputation within the industry and past experience. All potential customers’ financial statements are reviewed and high risk customers are either rejected or mitigating measures implemented. Invoices are aged monthly and customers with any overdue invoices are contacted to arrange for payment.
The Company’s maximum exposure to credit risk relating to its financial assets is equivalent to their carrying value as disclosed in note 14. All financial assets have a fair value which is equal to their carrying value.
TOTAL SYSTEMS PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Capital Management
The Company’s objectives when managing capital are:
a) To safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
b) To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may buy back shares, adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to increase cash balances.
Other principal risks to the business
The Board considers the other principal risks to the business are as follows:
a) Market conditions
Close working relationships are maintained with both the Company’s suppliers and customers in order to monitor market and technology changes. The Directors continually monitor other markets and products that are complementary to the Company’s business model and that can be added to the Company’s portfolio of products. Economic and interest rate changes are also monitored in relation to the impact they will have on the market conditions for the Company.
b) Product risk
If we do not anticipate and respond to customer demands as a result of technological advances we may lose market share and our competitiveness may reduce. In order to mitigate against the risk of technological obsolescence the Company continues to innovate with releases of new products and the frequent updating of existing products. We also endeavour to work closely with customers in our product development efforts, to help ensure their relevance and acceptability in our target markets.
c) Intellectual property
The Company always takes prompt action where any breach of its Intellectual Property Rights is suspected and where appropriate takes immediate legal action to protect its position.
d) Destruction of sole office
A detailed Disaster Recovery Plan is in force and reviewed annually during rehearsals for such an event occurring. All members of staff are able to work from their home base on a continuous basis. Appropriate insurance cover is maintained. A business continuity plan is in force and business interruption insurance cover is held.
e) Destruction of computer systems
We have a disaster recovery contract to provide back up for such an eventuality.
TOTAL SYSTEMS PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Directors' statement of compliance with duty to promote the success of the company
This statement by the Board of Directors describes how they have approached their responsibilities under S172 of the Companies Act 2006 in the financial period ending 31 March 2025.
The Directors promote the success of the company for the benefit of the shareholders whilst taking into account the following matters.
The likely consequences of any decision in the long term
The Directors understand the business, the industry in which it operates and the nature of the influences affecting change in the industry. On an ongoing basis the Directors monitor the strategic objectives against growth plans and goals and decisions are taken that best support the long term ambitions of the Company. The Company’s performance and progress are also reviewed at monthly Board meetings.
The interests of the company’s employees
The Company’s Directors recognise the importance of the employees and the fact that they are fundamental to our success. We realise that our success is proportional to our employee’s engagement and well-being and as a result we are committed to motivating and retaining our staff.
The Directors strive to ensure that the Company is a responsible employer with necessary focus and policies on work/life balance, remuneration and benefits. We also support ongoing training and staff betterment and hold periodic staff social events.
The business relationships with suppliers, customers and others
The Directors understand the importance of mutually beneficial relationships with all stakeholders in the Company’s business ecosystem – be they customers, suppliers, partners or consultants. The Directors strive to work ethically and with principles with all stakeholders to ensure the Company’s goals are met through honest and open dialogue.
The impact of the company’s operations on the community and the environment
The Directors aim for growth that is in harmony with the environment and beneficial to local communities where possible as set out in the Company’s policies. We seek to ensure that our business operations and growth are sustainable and not conducted at the expense of environmental or local community impact.
Indeed during the period ending 31 March 2025 the company continued to have a positive impact on its carbon footprint through continuing the work from home policy for staff.
Maintaining a reputation for high standards of business conduct
The company continues to invest in its technology to create leading edge solutions for the industry. Staff who join the Company are accepted after a rigorous recruitment process in order to ensure we attract the best talent possible. We expect our staff to reflect the values and high standards of the company and they are asked to comply with company policies that set out the principles and standards that all employees acting on behalf of the company must adhere to.
Mr P. Delaney CTA
Director
5 September 2025
TOTAL SYSTEMS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
The directors present their annual report and financial statements for the year ended 31 March 2025. The registered number of the company is 01024277.
Principal activities
The principal activity of the company continued to be that of business and domestic software development.
Results and dividends
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr A. Weber BSc (Hons)
Mr P. Delaney CTA
Mr J. Bourne BSc (Hons) MBA
Mr R. Collins MBA
Supplier payment policy
The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade creditors of the company at the year end were equivalent to 35 day's purchases, based on the average daily amount invoiced by suppliers during the year.
Auditor
In accordance with the company’s Articles of Association a resolution to reappoint TC Group will be proposed at the forthcoming Annual General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Strategic report
In accordance with Section 414C (11) of the Companies Act 2005 (Strategic Report and Directors' Report) Regulations 2013, the Directors have set out in the Company's Strategic Report on page 2, such information as required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
TOTAL SYSTEMS PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr P. Delaney CTA
Director
5 September 2025
TOTAL SYSTEMS PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SYSTEMS PLC
- 8 -
Opinion
We have audited the financial statements of Total Systems PLC (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
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 report. 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. 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.
TOTAL SYSTEMS PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SYSTEMS PLC (CONTINUED)
- 9 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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, 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.
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.
TOTAL SYSTEMS PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SYSTEMS PLC (CONTINUED)
- 10 -
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (IFRS and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.
TOTAL SYSTEMS PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SYSTEMS PLC (CONTINUED)
- 11 -
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.
Philip Clark FCCA (Senior Statutory Auditor)
For and on behalf of TC Group London Limited, Statutory Auditor
Chartered Accountants
Kings House
9-10 Haymarket
London
SW1Y 4BP
United Kingdom
5 September 2025
TOTAL SYSTEMS PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
2025
2024
Notes
£
£
Revenue
3
3,144,343
2,391,650
Cost of sales
(2,114,622)
(1,901,618)
Gross profit
1,029,721
490,032
Other operating income
25,296
25,296
Administrative expenses
(843,920)
(847,891)
Operating profit/(loss)
4
211,097
(332,563)
Investment revenues
7
84,070
63,882
Profit/(loss) before taxation
295,167
(268,681)
Corporation tax (expense)/income
8
(151,750)
150,743
Profit/(loss) and total comprehensive income for the year
143,417
(117,938)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
TOTAL SYSTEMS PLC
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 13 -
2025
2024
Notes
£
£
Non-current assets
Property, plant and equipment
9
398,032
411,676
Investments
10
1,205
1,205
399,237
412,881
Current assets
Trade and other receivables
12
894,983
696,206
Current tax recoverable
372,537
Cash and cash equivalents
3,105,945
2,381,994
4,000,928
3,450,737
Current liabilities
Trade and other payables
13
393,605
309,460
Deferred revenue
945,324
636,339
1,338,929
945,799
Net current assets
2,661,999
2,504,938
Net assets
3,061,236
2,917,819
Equity
Called up share capital
17
453,605
453,605
Share premium account
83,047
83,047
Capital redemption reserve
72,373
72,373
Retained earnings
2,452,211
2,308,794
Total equity
3,061,236
2,917,819
The financial statements were approved by the board of directors and authorised for issue on 5 September 2025 and are signed on its behalf by:
Mr P. Delaney CTA
Director
Company registration number 01024277 (England and Wales)
TOTAL SYSTEMS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 April 2023
453,605
83,047
72,373
2,423,268
3,032,293
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
-
(117,938)
(117,938)
Dividends unclaimed and written back
-
-
-
3,464
3,464
Balance at 31 March 2024
453,605
83,047
72,373
2,308,794
2,917,819
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
-
143,417
143,417
Balance at 31 March 2025
453,605
83,047
72,373
2,452,211
3,061,236
TOTAL SYSTEMS PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
19
428,986
(269,215)
Tax refunded
220,787
16,225
Net cash inflow/(outflow) from operating activities
649,773
(252,990)
Investing activities
Purchase of property, plant and equipment
(9,892)
Interest received
84,070
63,882
Net cash generated from investing activities
74,178
63,882
Financing activities
Dividends unclaimed and written back
3,464
Net cash (used in)/generated from financing activities
3,464
Net increase/(decrease) in cash and cash equivalents
723,951
(185,644)
Cash and cash equivalents at beginning of year
2,381,994
2,567,638
Cash and cash equivalents at end of year
3,105,945
2,381,994
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
1
Accounting policies
Company information
Total Systems PLC (01024277) is a public company limited by shares incorporated in England and Wales. The registered office is 394 City Road, London, United Kingdom, EC1V 2QA.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).
These financial statements are prepared for the single entity of Total Systems PLC. Consolidated financial statements have not been prepared due to the subsidiaries of the company all being dormant and are considered wholly immaterial in the context of consolidated financial statements, so have been excluded in line with s.402 and s.405(2) of the Companies Act. Note 11 has further detail of the dormant subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.3
Revenue
The company records revenue in accordance with the five - step recognition model outlined in IFRS 15.
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts and VAT. Provision is made for all foreseeable future losses.
The Company's main sources of income are recognised as follows.
Time and Materials
The revenue and profit of time and materials contracts for the supply of professional services at predetermined rates is recognised as and when the work is performed, irrespective of the duration of the contract. This policy applies to installation, consultancy, support and training which is chargeable on a time and materials basis and paid monthly in arrears by customers.
Own software licences and maintenance
The Company recognises revenue and profit from the sale of perpetual software licences when all the following conditions have been satisfied:
The Company has transferred to the buyer the significant risks and rewards of ownership of the licence.
The Company retains neither continuing managerial involvement to the degree associated with ownership nor effective control over the licences sold.
The amount of revenue can be measured reliably.
It is probable that the economic benefits associated with the transaction will flow.
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
The revenue and profit for periodic software licences is recognised on a straight-line basis over the term of the contracted period.
The revenue and profit for transaction based software licences is recognised in the period during which the transaction took place.
Software licences are paid in advance by customers.
With regard to Software Maintenance Agreements relating to the Company's own software product revenue is recognised on a straight-line basis over the term of the maintenance agreement. Revenue not recognised in the Statement of Comprehensive Income under this policy is classified as deferred revenue in Note 14. Deferred revenue is included under the heading "Trade and other payables" in the Statement of Financial Position.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
Third party software licences and maintenance
Third party software licence revenue and profit is recognised on the same basis as own software licences. Maintenance Agreements, relating to third party software products revenue and profit are taken to the Income Statement when invoiced, providing that the start date of the contract falls within the financial year and the Maintenance Agreement is only for a maximum period of a year. Where such Maintenance Agreements are for periods in excess of a year revenue is recognised on a straight-line basis over the term of the maintenance agreement. Revenue not recognised in the Income Statement under this policy is classified as deferred revenue in the balance sheet with any associated cost classified as a prepayment.
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land
Nil
Freehold property
2% per annum
Plant and equipment
10% to 33% per annum
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
1.6
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through profit and loss, which are measured at fair value.
Impairment of financial assets
Financial assets, other than those at fair value through profit and loss (FVTPL), are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.7
Financial liabilities
Financial liabilities are classified at fair value through profit or loss.
Basic financial liabilities
Basic financial liabilities, including trade and other payables are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
Current tax
The taxation credit for current tax is based on the results of the year, as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted by the balance sheet date.
Deferred tax
Deferred tax assets are recognised using the liability method, in respect of all temporary timing differences between the tax base cost of the Company's assets and liabilities, and their carrying amounts in the financial statements that have originated but have not been reversed by the balance sheet date. The deferred tax is calculated using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset as they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Research and development expenditure is expensed in the Statement of Comprehensive Income as incurred.
1.13
Dividends distributed to the company's shareholders are recognised as a liability in the financial statements in the period in which an interim dividend is declared and approved by the board and the final declared dividend is approved by the company's shareholders.
Unclaimed dividends are written back to the Profit & Loss account after 12 years.
1.14
Key estimates and assumptions
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the year end and the reported amounts of revenue and expenses during the financial year. Actual results could differ from the original estimates and assumptions.
Where appropriate a bad debt provision is made against trade receivables.
The Directors consider that there are no estimates and assumptions that could have a significant impact on the carrying value of assets and liabilities of the Company within the next financial year.
2
Adoption of new and revised standards and changes in accounting policies
The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2023:
• Definition of Accounting Estimates – amendments to IAS 8
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – amendments to IAS 12
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
New standards and interpretations not yet adopted
Certain amendments to accounting standards have been published that are not mandatory for 31 March 2025 reporting periods and have not been early adopted by the group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
3
Revenue
An analysis of the company's revenue is as follows:
2025
2024
£
£
Turnover
Rendering of services
3,144,343
2,391,650
Total Revenue is earned from the Company’s principal activities as defined in the Strategic Report and the Accounting policies.
All turnover derives from sales made within the UK
4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Fees payable to the company's auditor for the audit of the company's financial statements
12,615
12,115
Non-audit fees payable to the company's auditor
1,135
1,135
Depreciation of property, plant and equipment
23,275
24,693
Loss on disposal of property, plant and equipment
261
-
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Administration
1
1
Technical
27
29
Sales
1
1
29
31
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
5
Employees
(Continued)
- 22 -
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
1,894,539
1,885,652
Social security costs
218,154
218,083
Other pension costs
61,736
62,630
2,174,429
2,166,365
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
226,270
213,785
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
171,271
161,105
Company pension contributions to defined contribution schemes
12,892
12,551
7
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
84,070
63,882
Income above relates to assets held at amortised cost, unless stated otherwise.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
8
Corporation tax
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(151,750)
Adjustments in respect of prior periods
151,750
1,007
Total UK current tax
151,750
(150,743)
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2025
2024
£
£
Profit/(loss) before taxation
295,167
(268,681)
Expected tax charge/(credit) based on a corporation tax rate of 25.00%
73,792
(67,170)
Effect of expenses not deductible in determining taxable profit
955
(194)
Utilisation of tax losses not previously recognised
(77,179)
Adjustment in respect of prior years
1,007
Permanent capital allowances in excess of depreciation
2,432
5,129
Other permanent differences
125,899
Additional deduction for expenditure on R&D (SME)
151,750
(128,220)
RDEC tax credit payable
(87,194)
Taxation charge/(credit) for the year
151,750
(150,743)
The recovery of the taxation credits are dependent upon HMRC acceptance of the Company's claim in this regard. There are circa £1.3m of tax losses carried forward for offset against future taxable profits, which have not been recognised as a deferred tax asset.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
9
Property, plant and equipment
Freehold property
Plant and equipment
Total
£
£
£
Cost
At 1 April 2023
742,271
782,249
1,524,520
Disposals
(36,207)
(36,207)
At 31 March 2024
742,271
746,042
1,488,313
Additions
9,892
9,892
Disposals
(44,934)
(44,934)
At 31 March 2025
742,271
711,000
1,453,271
Accumulated depreciation and impairment
At 1 April 2023
360,000
728,151
1,088,151
Charge for the year
10,000
14,693
24,693
Eliminated on disposal
(36,207)
(36,207)
At 31 March 2024
370,000
706,637
1,076,637
Charge for the year
10,000
13,275
23,275
Eliminated on disposal
(44,673)
(44,673)
At 31 March 2025
380,000
675,239
1,055,239
Carrying amount
At 31 March 2025
362,271
35,761
398,032
At 31 March 2024
372,271
39,405
411,676
Freehold land with a cost of £242,000 (2024 - £242,000) is included in freehold property of the company.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
10
Investments
2025
2024
£
£
Investments in subsidiaries
1,205
1,205
1,205
1,205
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
11
Subsidiaries
Details of the company's subsidiaries at 31 March 2025 are as follows:
Name of undertaking
Country of incorporation
Ownership interest (%)
Nature of business
Total Systems (Western) Ltd
England and Wales
100.00
Dormant
Total Computing Ltd
England and Wales
100.00
Dormant
Total Selection Ltd
England and Wales
100.00
Dormant
Total Software Ltd
England and Wales
100.00
Dormant
Bluescape Software Limited
England and Wales
100.00
Dormant
At 31 March 2025, an amount of £1,205 was owed by the company to these subsidiaries. This amount is included within amounts due to subsidiary undertakings in note 13. The aggregate capital and reserves of these dormant subsidiaries at 31 March 2025 and 31 March 2024 was £1,205. The directors consider the dormant subsidiaries to be immaterial for the purposes of preparing consolidated financial statements.
12
Trade and other receivables
2025
2024
£
£
Trade receivables
447,794
384,610
Prepayments
447,189
311,596
894,983
696,206
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
13
Trade and other payables
2025
2024
£
£
Amounts due to subsidiary undertakings
1,205
1,205
Accruals and other creditors
203,388
189,634
Social security and other taxation
189,012
118,621
Deferred revenue
945,324
636,339
1,338,929
945,799
14
Financial instruments
Fair value of trade receivables
Carrying amount of financial assets
Carrying value
Fair value
2025
2024
2025
2024
£
£
£
£
Debt instruments measured at amortised cost
447,794
384,610
447,794
384,610
Carrying amount of financial liabilities
Carrying value
Fair value
2025
2024
2025
2024
£
£
£
£
Debt instruments measured at amortised cost
190,217
119,826
190,217
119,826
Risk management
The Board is charged with managing the various risk exposures, including those which arise through holding financial instruments.
Liquidity risk
The Company's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably. The Company has significant cash resources which are available to meet requirements on a day to day basis.
Credit risk
This is covered in the Strategic Report on page 3 under the heading "Financial risk management" clause "e".
Interest rate risk
At the year end, the Company had no finance lease obligations, overdrafts, mortgages, notes or loans. The Company has cash balances at the year end categorised as loans and receivables, and interest rate risk is limited to the returns achieved on these balances.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
14
Financial instruments
(Continued)
- 27 -
Interest rate sensitivity analysis
The sensitivity analysis has been carried out based on the Company's exposure to variable interest rates as at the balance sheet dates. A 1% interest rate increase and decrease has been used in the sensitivity analysis as the Directors consider that this is a reasonable assessment for the possibility of changes in interest rates.
As the assets are subject to variable interest rates, the analysis has been prepared assuming that the assets outstanding at the balance sheet dates had been outstanding for the whole year.
Fair values
The Directors consider that the carrying amount of the Company's financial assets and liabilities is equal to their fair value.
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
61,736
62,630
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
16
Share-based payments
On 29 September 2021, an option was granted to R Collins under the company's Enterprise Management Incentive Scheme to purchase up to 453,000 5p Ordinary Shares at a price of 75p. The option can be exercised at any time between 3 to 10 years from the date the option was granted. No options were exercised in the period and all remained outstanding at 31 March 2025.
International Financial Reporting Standards require the company to measure the fair value of the services received from the option holder by reference to the fair value of the share options at the grant date.
The option holder is required to complete a particular period of service before becoming unconditionally entitled to the options so the company must presume that the services to be rendered are the consideration for the share options. On this basis, the company recognises the expense over the vesting period.
The Black-Scholes option pricing model has been used with a fair share value of 25p at the grant date reflecting the non-marketability, a volatility assumption of 18.5% comparable to publicly quoted companies, no dividend growth and a risk free interest rate of 1%. The result produced was so insignificant that no amount has been expensed in the accounts.
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
17
Share capital
2025
2024
£
£
Ordinary share capital
Authorised
100,000,000 Ordinary shares of 5p each
5,000,000
5,000,000
Issued and fully paid
9,072,091 Ordinary shares of 5p each
453,605
453,605
18
Related party transactions
No guarantees have been given or received.
P J Delaney Limited, of which Mr P. J. Delaney is the sole director, charged the company £45,450 (2024 - £42,615). At the end of the period, P. J. Delaney Limited was owed £5,355 (2024 - £4,101).
19
Cash generated from operations
2025
2024
£
£
Profit/(loss) for the year after tax
143,417
(117,938)
Adjustments for:
Taxation charged/(credited)
151,750
(150,743)
Investment income
(84,070)
(63,882)
Loss on disposal of property, plant and equipment
261
-
Depreciation and impairment of property, plant and equipment
23,275
24,693
Movements in working capital:
Increase in trade and other receivables
(198,777)
(139,141)
Increase in trade and other payables
84,145
58,172
Increase in deferred revenue
308,985
119,624
Cash generated from/(absorbed by) operations
428,986
(269,215)
TOTAL SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
20
Analysis of changes in net funds
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
2,381,994
723,951
3,105,945
1 April 2023
Cash flows
31 March 2024
Prior year:
£
£
£
Cash at bank and in hand
2,567,638
(185,644)
2,381,994
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