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Registered number:
For the Year Ended
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Total System Services Processing Europe Limited
Company Information
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Total System Services Processing Europe Limited
Contents
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Total System Services Processing Europe Limited
Strategic Report
For the Year Ended 31 December 2024
The director presents his strategic report and financial statements for the year ended 31 December 2024.
The principal activities of Total System Services Processing Europe Limited (the "Company") are electronic card processing services and customer support in Europe for Total System Services LLC which is known as TSYS LLC (formally Total System Services, Inc. TSYS Inc.)
The company had a successful year of trading, which resulted in generating a profit before tax of £5,746k (2023: £6,511k). The Company continued to drive delivery efficiencies through the introduction of enhanced processes and procedures. The Company met delivery service levels and timelines for TSYS LLC customers. During 2024 net expenses increased by £808k in total. The main expense increases in the year related to wage increases, which have increased in line with the growth in employees in the year.
During the year the significant balance sheet movements were; cash increased by £19m in the year, this is as a result of timing of monies received from debtors due within one year and increases in amounts owed to creditors within one year, along with the income from profits in the year. The amounts owed to creditors within one year increased by £10m, the main increase being for an intercompany loan of £8m which was repaid in early 2025.
The Company's exposure to external risk is largely mitigated by its close ties to Total System Services LLC, its main customer, with which it has a "cost-plus" agreement. Total System Services LLC has substantial levels of capital. The Company also transacts with a number of other companies within the Global Payments group of companies.
The Company's main risk is linked to a failure of Total System Services LLC, as its main customer. In order to mitigate this risk, the Company ensures it maintains a healthy cash balance and gives careful consideration to any dividend payments to its parent. Premises related risks are fully mitigated by the ability of staff to work from home. Other risks include general economic conditions and employee and equipment related risks. Total System Services LLC (TSYS LLC) and the wider Global Payments group has a framework in place to manage and monitor its risk exposure across its key external risks and uncertainties.
In the forthcoming year, the Company is forecasting a margin on ordinary activities before taxation of 8-10%. The Company's growth is dependent upon the success of Total System Services LLC in driving new business opportunities in Europe. The growth is anticipated to be driven by new clients in Europe and selling additional services and products into the existing client base. Further, the Company will continue to provide assistance to TSYS LLC in negotiating successful contract renewals.
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Total System Services Processing Europe Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
The two main KPls that the Company manages were achieved in the year.
1. The Operating profit Margin before interest and taxation target of 7-10% was met. For the year ended 31 December 2024 the operating profit margin was 7% or £6,140k (2023: 8% or £6,511k). 2. The Company manages to the delivery targets set out in the Service Level Agreement between the Company and Total System Services LLC. The delivery targets were met in the year and included the necessary duties in relation to the payment processing and settlement services in respect of TSYS LLC subscribers, and services, functions and responsibilities relating to conversions and de-conversions. The delivery targets are made up of a number of different metrics, predominantly governed by TSYS LLC Subscriber contract obligations.
The members of Total System Services Processing Europe Limited consider, both individually and together, that they have acted in the way they consider in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2024.
The following paragraphs summarise how the members fulfil their duties: Risk Management: The Company provides business-critical services to its clients, often in highly regulated environments. As the businesses continue, the risk environment also becomes more complex. It is therefore vital that the Company effectively identifies, evaluates, manages and mitigates the risks it faces, and that it continues to evolve its approach to risk management. The Company maintains strong liquidity and cash levels. For details of the principal risks and uncertainties, please see page 1 of this report. Our People: The Company is committed to being a responsible business. The business' behaviour is aligned with the expectations of employees, customers, communities and society as a whole. For the business to succeed it needs to manage employees' performance and develop and bring through talent while ensuring it operates as efficiently as possible. The Company ensures it shares common values that guide behaviour so as to achieve the strategic goals in the right way. Business Relationships: The Company's strategic priorities are organic growth, driven by selling to new and existing clients in multiple geographical regions. To do this the business needs to develop and maintain strong end client relationships. The business values all of its suppliers and has multi-year contracts with key suppliers. The impact of the Company's operations on the community and the environment: this aspect is inherent in the Company's strategic ambitions, as such, the members receive information on these topics to both provide relevant information for specific decisions and to provide ongoing overviews at the Global Payments group. The desirability of the Company maintaining a reputation for high standards of business conduct: The Company aims to meet the world's growing need for more payment solutions in ways which are economically, environmentally and socially responsible. The members periodically review and approve clear policies to ensure that its high standards are maintained within both Global Payments businesses and the business relationships it maintains. This, complemented by the ways the members are informed and monitor compliance with relevant governance standards, helps assure optimal decisions are taken that allow the Company to act in ways that promote high standards of business conduct.
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Total System Services Processing Europe Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
The need to act fairly between members of the Company: After weighing up all relevant factors, the members consider which course of action best enables delivery of the business strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, the members act fairly between the Company but are not required to balance the Company's interest with those of other stakeholders, and this can sometimes mean that certain stakeholder interests may not be fully aligned.
This report was approved by the board on 26 September 2025 and signed on its behalf.
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Total System Services Processing Europe Limited
Directors' Report
For the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £3,368 thousand (2023 - £4,562 thousand).
Dividends paid in 2024 were £Nil (2023: £Nil).
The director who served during the year was:
The Directors also considered the position of Global Payments Inc. its ultimate parent. The Directors of Global Payments Inc. have concluded that there are no material uncertainties that may cast significant doubt about the Group's ability to continue as a going concern and that it is appropriate to prepare the financial statements on a going concern basis. The audit report on the financial statements of Global Payments Inc. is not qualified and does not contain an emphasis of matter paragraph in respect of going concern. Considering the above, the Directors of the Company are satisfied that any risk related to the continued ability of the ultimate parent to provide support to the Company is satisfactorily addressed.
We have reported on all sources of GHG (Green House Gas) emissions and energy usage as required under the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended. This report (including the scope 1, 2 and 3 consumption and C02e emissions data) has been developed and calculated using the GHG Protocol - A Corporate Accounting and Reporting Standard (World Resources Institute and World Business Council for Sustainable Development, 2004); Greenhouse Gas Protocol - Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and ISO 14064-2 (ISO, 2018; ISO,2019); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance (HM Government, 2019).
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
During the year Sumer Auditco NI Limited were appointed auditors to the company. They will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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Total System Services Processing Europe Limited
Directors' Responsibilities Statement
For the Year Ended 31 December 2024
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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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Total System Services Processing Europe Limited
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited
We have audited the financial statements of Total System Services Processing Europe Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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Total System Services Processing Europe Limited
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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.
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.
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Total System Services Processing Europe Limited
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited (continued)
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 Auditors' 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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the posting of unusual journals together with complex transactions. We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, sample testing of journals posted during the year and a review of areas of judgement for indicators of management bias to address the risks.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' Report.
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Total System Services Processing Europe Limited
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited (continued)
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 Auditors' 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.
for and on behalf of
Glendinning House
6 Murray Street
Co. Antrim
BT1 6DN
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Total System Services Processing Europe Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Registered number: 05764688
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 30 form part of these financial statements.
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Total System Services Processing Europe Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Total Systems Services Processing Europe Limited is a private company limited by shares, incorporated in England and Wales, the Company's registered office is Fulford Moor House, Fulford Road, York, YO10 4EY.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Global Payments Inc. as at 31 December 2024 and these financial statements may be obtained from their website.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Restricted stock units vest in equal annual instalments over a three-year period and in some cases vest at the end of a three-year seivice period. Restricted shares cannot be sold or transferred until they have vested. The grant date fair value of Restricted stock units, which is based on the quoted market value of Global Payments common stock on the grant date, is recognized as share-based compensation expense on a straight-line basis over the vesting period.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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:
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.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
11.Taxation (continued)
There were no factors that may affect future tax charges.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
13.Tangible fixed assets (continued)
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Share premium account
Capital redemption reserve
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £2,184k (2023 - £1,826k). Contributions totalling £nil (2023 - £nil) were payable to the fund at the balance sheet date and are included in creditors.
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Total System Services Processing Europe Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
The Company is a subsidiary undet1aking of TSYS International Management Ltd, Fulford Moor House, Fulford Road, York. YO10 4EY and ultimately of Global Payments Inc. which is incorporated in the United States of America.
Certain comparative figures have been reclassified for presentational purposes. There has been no change to the profit presented or the net assets of the company.
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