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Registered number: 05764688










Total System Services Processing Europe Limited










Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
Total System Services Processing Europe Limited
 

Company Information


Directors
David Lawrence Green 
Rene Kruse (appointed 13 March 2025)




Registered number
05764688



Registered office
Fulford Moor House
Fulford Road

York

YO10 4EY




Independent auditors
Sumer Auditco NI Limited

Glendinning House

6 Murray Street

Belfast

Co. Antrim

BT1 6DN





 
Total System Services Processing Europe Limited
 

Contents



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Directors' Responsibilities Statement
6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Balance Sheet
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 30

 
Total System Services Processing Europe Limited
 

Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The director presents his strategic report and financial statements for the year ended 31 December 2024.

Principal activities

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.) 

Business review
 
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. 

Principal risks and uncertainties
 
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.

Future outlook

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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Page 1

 
Total System Services Processing Europe Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Financial key performance indicators
 
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.

Directors' statement of compliance with duty to promote the success of the Company
 
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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Page 2

 
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.



Rene Kruse
Director
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Page 3

 
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.

Results and dividends

The profit for the year, after taxation, amounted to £3,368 thousand (2023 - £4,562 thousand).

Dividends paid in 2024 were £Nil (2023: £Nil).

Director

The director who served during the year was:

David Lawrence Green 

Political and charitable contributions

The Company did not make any charitable donations during the year (2023: £477).  The Company made no political donations during the year (2023: £Nil).

Going concern

The financial statements have been prepared on a going concern basis. Having reviewed the financial projections of the group of Companies, the Directors consider the Company can continue to trade and has sufficient cash resources to meet its financial obligations for a period of at least 12 months from the date of approval of these financial statements.
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.

Energy and carbon reporting

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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Page 4

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024
GHG emissions and energy usage data for period 01.01.2024 to 31.12.2024
2024
2023
£000
£000
Emissions from combustion of gas (Scope 1 - tonnes of CO2e)
76.64
80.25
Emissions from electricity purchased for own use, including for the purposes of transport (Scope 2 - tonnes of CO2e)
1,733.17
1,526.67
Emissions from business travel in rental cars or employee owned vehicles where company is responsible for purchasing the fuel (Scope 3 - tonnes of CO2e)
12.18
13.40
Total Gross CO2e based on above
1,821.99
1,620.32
Total carbon intensity metric (tonnes of CO2e per £m revenue)
20.45
18.25


Total consumption (kWh) for reportable energy supplies:
2024
2023
£000
£000
Consumption and emissions relating to direct combustion of natural gas, and fuels utilised for transportation (Scope 1)
419,044
438,672
Comsumption and emission relating to indirect emissions of the consumption of purchased electricity in day-to-day business operations (Scope 2)
8,370,776
7,372,568
Consumption and emissions relating to emissions from sources not directly owned by us, this is business travel undertaken in employee owned vehicles (Scope 3)
53,254
58,908
8,843,073
7,870,148

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

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 26 September 2025 and signed on its behalf.
 





Rene Kruse
Director

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Page 5

 
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 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.

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Page 6

 
Total System Services Processing Europe Limited
 

 
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited
 

Opinion


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 policiesThe 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 our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit 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 Auditors' 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.


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Page 7

 
Total System Services Processing Europe Limited
 

 
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited (continued)


Other information


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 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 6, 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.


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Total System Services Processing Europe Limited
 

 
Independent Auditors' Report to the Members of Total System Services Processing Europe Limited (continued)


Auditors' 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 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)


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 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.





Adrian Patton (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco NI Limited
 
Glendinning House
6 Murray Street
Belfast
Co. Antrim
BT1 6DN

26 September 2025
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Page 10

 
Total System Services Processing Europe Limited
 

Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
89,106
88,780

Cost of sales
  
(50,339)
(47,448)

Gross profit
  
38,767
41,332

Administrative expenses
  
(32,627)
(34,710)

Operating profit
 5 
6,140
6,622

Interest receivable and similar income
 9 
209
96

Interest payable and similar expenses
 10 
(603)
(207)

Profit before tax
  
5,746
6,511

Tax on profit
 11 
(2,378)
(1,949)

Profit for the financial year
  
3,368
4,562

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 30 form part of these financial statements.

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Total System Services Processing Europe Limited
Registered number: 05764688

Balance Sheet
As at 31 December 2024

2024
2024
2023
2023
Note
£000
£000
£000
£000

Fixed assets
  

Intangible Assets
 12 
23,619
18,446

Tangible Fixed Assets
 13 
37,895
47,954

  
61,514
66,400

Current assets
  

Debtors: amounts falling due after more than one year
 14 
9,293
5,994

Debtors: amounts falling due within one year
 14 
25,772
26,576

Cash at bank and in hand
 15 
26,054
6,832

  
61,119
39,402

Creditors: amounts falling due within one year
 16 
(22,157)
(11,709)

Net current assets
  
 
 
38,962
 
 
27,693

Total assets less current liabilities
  
100,476
94,093

Creditors: amounts falling due after more than one year
 17 
(12,272)
(12,025)

  

Net assets
  
88,204
82,068


Capital and reserves
  

Called up share capital 
 22 
9
9

Share premium account
 23 
41,927
41,927

Other reserves
 23 
2,691
2,691

Profit and loss account
 23 
43,577
37,441

  
88,204
82,068


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.




Rene Kruse
Director

The notes on pages 14 to 30 form part of these financial statements.

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Page 12

 
Total System Services Processing Europe Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2024


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

£000
£000
£000
£000
£000


At 1 January 2023
9
41,927
2,691
30,429
75,056



Profit for the year
-
-
-
4,562
4,562

Share based payment expense
-
-
-
2,450
2,450



At 1 January 2024
9
41,927
2,691
37,441
82,068



Profit for the year
-
-
-
3,368
3,368

Share based payment expense
-
-
-
2,768
2,768


At 31 December 2024
9
41,927
2,691
43,577
88,204


The notes on pages 14 to 30 form part of these financial statements.

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Page 13

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

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

 
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 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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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.

 
2.3

Revenue

Revenue represents the costs incurred in providing data processing services plus a mark up to cover overheads and other non variable costs.  Turnover is recognised as the service is provided and invoiced one month in arrears.

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Page 14

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

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.

 
2.9

Share-based payments

The Company's ultimate parent (Global Payments Inc.) grants restricted stock units to key employees, officers and directros under long term incentive plans.
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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Page 15

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

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.

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.

 
2.12

Tangible fixed assets

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

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Page 16

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (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:

Freehold land
-
not subject to depreciation
Freehold buildings
-
15 to 40 years
Motor vehicles
-
6 years
Furniture and equipment
-
4 to 7 years
Computer and data processing equipment
-
3 to 5 years

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.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

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.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

Financial instruments

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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Page 17

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.16
Financial instruments (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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Page 18

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.16
Financial instruments (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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

There were no critical estimates or judgments made in the preparation of these financial statements.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£000
£000

Intergroup recharges
89,106
88,780

89,106
88,780


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2024
2023
£000
£000

Depreciation of tangible and intangible assets
15,076
11,183

Other operating lease rentals
473
4,417

Share-based payment
2,768
2,450

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Page 19

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
17
27


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£000
£000

Wages and salaries
29,336
25,330

Social security costs
3,461
3,695

Cost of defined contribution scheme
2,184
1,391

34,981
30,416


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


        2024
        2023
            No.
            No.







Client Services
292
308



Administration
129
130

421
438


8.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
-
189

Company contributions to defined contribution pension schemes
-
1

-
190


During the year retirement benefits were accruing to 0 directors (2023 - 1) in respect of defined contribution pension schemes.

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Page 20

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

9.


Interest receivable

2024
2023
£000
£000


Other interest receivable
209
96

209
96


10.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
603
207

603
207


11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
5,445
3,370

Foreign tax


Foreign tax on income for the year
32
45

Total current tax

5,477
3,415

Deferred tax


Origination and reversal of timing differences
(3,429)
(1,339)

Changes to tax rates
-
(40)

Impact of changes to corporation tax rate
-
(87)

Adjustments in respect of prior years
330
-

Total deferred tax
(3,099)
(1,466)


2,378
1,949
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Page 21

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
£000
£000


Profit on ordinary activities before tax
5,746
6,511


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
1,437
1,531

Effects of:


Expenses not deductible for tax purposes
225
227

Super-deduction on fixed assets
-
(80)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
-
(86)

Adjustments in respect of prior years
330
(40)

Impact of share options
386
383

Effects of overseas taxation on which full UK relief not available
-
14

Total tax charge for the year
2,378
1,949


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

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Page 22

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

12.


Intangible assets




Computer software

£000



Cost


At 1 January 2024
52,511


Additions
2,660


Intra-group transfers
8,187


Disposals
(796)



At 31 December 2024

62,562



Amortisation


At 1 January 2024
34,064


Charge for the year 
5,675


On disposals
(796)



At 31 December 2024

38,943



Net book value



At 31 December 2024
23,619



At 31 December 2023
18,446

The net book value of assets held under finance leases or hire purchase contracts, included above was £7,785, 2023: £nil.



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Page 23

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

13.


Tangible fixed assets





Land
Freehold builidngs
Furniture & equipment
Computer & data processing equipment
Total

£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2024
2,689
28,821
3,733
68,736
103,979


Additions
-
101
-
8,146
8,247


Disposals
-
(394)
(263)
(6,788)
(7,445)


Transfers between classes
-
-
-
(8,187)
(8,187)



At 31 December 2024

2,689
28,528
3,470
61,907
96,594



Depreciation


At 1 January 2024
-
12,131
3,565
40,328
56,024


Charge for the year 
-
807
80
8,514
9,401


Disposals
-
(311)
(263)
(6,152)
(6,726)



At 31 December 2024

-
12,627
3,382
42,690
58,699



Net book value



At 31 December 2024
2,689
15,901
88
19,217
37,895



At 31 December 2023
2,689
16,690
168
28,407
47,954

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Page 24

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

           13.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2024
2023
£000
£000

Freehold land
2,689
2,689

Freehold buildings
15,900
16,690

18,589
19,379


The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£000
£000



Computer & data processing equipment
2,514
3,189

2,514
3,189


14.


Debtors

2024
2023
£000
£000

Due after more than one year

Prepayments and accrued income
9,293
5,994

9,293
5,994


2024
2023
£000
£000

Due within one year

Amounts owed by group undertakings
13,405
17,577

Other debtors
1,146
2,823

Prepayments and accrued income
6,991
5,045

Deferred taxation
4,230
1,131

25,772
26,576


Intercompany receivable balances are all trade related and as such are due for immediate settlement.

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Page 25

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

15.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
26,054
6,832

26,054
6,832



16.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Other loans
4,529
4,292

Trade creditors
2,893
1,737

Amounts owed to group undertakings
8,098
294

Other taxation and social security
759
845

Obligations under finance lease and hire purchase contracts
1,716
853

Accruals and deferred income
4,162
3,688

22,157
11,709


Intercompany payable balances include a short term loan to a fellow subsidiary entity in the amount of £8,000,000 the remaining balances are trade related and as such are due for immediate settlement.
The other loan payable is to IBM for z16 mainframe technology refreshes. The remaining loan term is one year to 31 December 2025.


17.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Other loans
-
4,529

Net obligations under finance leases and hire purchase contracts
2,105
2,826

Amounts owed to group undertakings
10,115
4,670

Other creditors
52
-

12,272
12,025


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Page 26

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

18.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£000
£000

Amounts falling due within one year

Other loans
4,529
4,292

Amounts falling due 1-2 years

Other loans
-
4,529



4,529
8,821



19.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£000
£000


Within one year
733
541

Between 1-5 years
2,105
2,826

2,838
3,367


20.


Financial instruments

2024
2023
£000
£000

Financial assets


Financial assets measured at fair value through profit or loss
26,054
6,832




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.

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Page 27

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

21.


Deferred taxation




2024
2023


£000

£000






At beginning of year
1,131
(335)


Charged to profit or loss
3,099
1,466



At end of year
4,230
1,131

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Decelerated capital allowances
4,193
1,131

Other timing differences
37
-

4,230
1,131


The directors are satisfied that it is probable that the company will have suffiicent taxable profits in future periods to utilise the short term timing differences and fixed asset timing differences which exist at year end.


22.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



9,000 (2023 - 9,000) Ordinary shares of £1.00 each
9
9


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Page 28

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

23.


Reserves

Share premium account

The share premium account represents the premium arising on the issue of shares net of issue costs.

Capital redemption reserve

Capital contribution reserve represents past contributions from the parent which were not classified as share capital.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


24.


Pension commitments

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.


25.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£000
£000


Not later than 1 year
416
554

Later than 1 year and not later than 5 years
-
416

416
970


26.


Related party transactions

The company has taken advantage of the exemptions under paragraph 33.1 A from the provisions of
FRS 102, on the grounds that all of the voting rights of the company are controlled within the group.


27.


Post balance sheet events

On 17 April 2025 an announcement was made that Global Payments would divest its Issuer Solutions business to FIS, this transaction is due to close during the first half of 2026.

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Page 29

 
Total System Services Processing Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

28.


Controlling party

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.

29.


Comparative figures

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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Page 30