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Registered number:
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TSYS Card Tech Limited
Company Information
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TSYS Card Tech Limited
Contents
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TSYS Card Tech Limited
Strategic Report
For the Year Ended 31 December 2024
The directors present their strategic report and financial statements for the year ended 31 December 2024.
Principal activities The principal activities of TSYS Card Tech Limited (the "Company") are licensing and support of card management systems to the financial services industry, development of software solutions and provision of Software as a Service (SAAS) as well as fees for use of software from other group companies
Revenue increased by 10.7% to £71.7m (2023: £64.8m).
The business operates via a number of geographical regions, with each region responsible for managing and developing existing and prospect client relationships, and all activities that directly or indirectly generate revenue in that region. The Company generated a profit before tax of £20.8m (2023: £10.8m). During the year the significant balance sheet movements were; debtors increased by £1.6m, cash increased by £5.5m over the year, a dividend payment to TSYS International Management Ltd of £10m was paid during December 2024, but only £10.5m paid during December 2023. As part of the Total System Services (TSYS) and Global Payments Group, the Company provides technical solutions to other Group companies to enable them to provide processing services using the Company's Prime technology. Growth in this area has been strong, particularly in Latin America and Europe, and the Company expects to derive access to new markets and additional business opportunities as a result of synergies through the wider Global Payments group. The Company is committed to software development as it keeps pace with the major operational and technical advances in the financial sector. It has the support of its ultimate parent company as it continues to deliver on its strategic plan.
The Company, together with other Total System Services and Global Payments companies, has a framework in place to manage and monitor its risk exposure across its key external risks and uncertainties.
The Company operates in a wide range of countries and as such is subject to some degree of geo-political risk. Company revenues are denominated in US Dollar, Euro and GBP. Company costs are largely incurred in Euro and GBP. The Company's main risks are: Risk of lack of availability of qualified resources for development and/or professional services: There is monthly and quarterly monitoring of revenue and expense with management of budget targets through reforecasting. This enables an accurate view of financial performance and appropriate focusing of business and technology resources. Capacity planning and usage by regions is reviewed monthly. Risk of loss of Licensing clients or lower demand from clients for Professional services and the associated revenues: The business continues to diversify its revenue streams through addition of new recurring revenue, by offering services such as Application Management and Managed Testing services to complement the traditional licensed software business.
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TSYS Card Tech Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
Risk of outdated technology and competitive threats: The continued investment in the product to maintain technological advantage ensures the leveraging of cloud technologies to combat competitive threats from broader market needs and evolution. This includes the rapid deployment of development environments and the investment in testing tools. Russia: The Company had customers domiciled in Russia have undertaken a process to discontinue those relationships during 2024. Risk of slow or non-payment by clients: The Company reduces its exposure to external credit risk through its credit control function including the vetting of all clients before contract agreement and regular reviews of the Debtor position.
The Company's two main Key Performance Indicators are 'Operating Income Margin' (before Taxation) and 'Revenue Growth'. The Operating Income Margin for 2024 was 28.6%, compared with 17.9% in 2023. Revenue grew during 2024 by 10.7% to £71.7m (2023: £64.8m), movements in which are outlined in further detail above.
The members of TSYS Card Tech Ltd 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. 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 geographic 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.
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TSYS Card Tech Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
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. 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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TSYS Card Tech 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 £15,518,000 (2023 - £8,163,000).
A dividend was paid in 2024 of £10m (2023: £10.5m). No further dividends are proposed.
The directors who served during the year were:
As at 31 December 2024 the Company employed 32 people (2023: 29). The Company is committed to carrying out all its activities in a socially responsible manner, including its policy on equal opportunities, employee participation and staff incentives.
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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TSYS Card Tech 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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TSYS Card Tech 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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TSYS Card Tech Limited
Independent Auditors' Report to the Members of TSYS Card Tech Limited
We have audited the financial statements of TSYS Card Tech 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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TSYS Card Tech Limited
Independent Auditors' Report to the Members of TSYS Card Tech 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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TSYS Card Tech Limited
Independent Auditors' Report to the Members of TSYS Card Tech 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 following areas: valuation of intangible assets, timing of revenue recognition and 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: specific tests of detail for any indicators of impairment on intangible assets, specific tests of detail at year end ensuring revenue accounted for in correct period, 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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TSYS Card Tech Limited
Independent Auditors' Report to the Members of TSYS Card Tech 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
Statutory Auditor
Glendinning House
6 Murray Street
Co. Antrim
BT1 6DN
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TSYS Card Tech Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Registered number: 05843091
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 31 form part of these financial statements.
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TSYS Card Tech Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
TSYS Card Tech 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.
The financial statements have been prepared on a going concern basis. Having reviewed the financial projections of the group of Companies, the Directors consider it 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. Considering the above, the Directors of the Company are satisfied that any risk related to the continued ability of the ultimate to provide support to the Company is satisfactorily addressed.
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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 Restricted stock units vest in equal annual instalments over a maximum three-year period and in some cases vest at the end of a three-year service 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. The restricted stock units are not performance related, relate to service and are equity settled.
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Development costs also includes conversion assets - assets which have been built for converting clients onto a TSYS platform or adding new stand alone services to existing platforms. These conversion assets are specific to particular client contracts.
Purchased software is capitalised over the life of the license.
Capitalised development costs are amortised to nil by equal annual instalments over their useful economic lives, generally their respective unexpired periods, of between 1 and 7 years. Amortisation is recognised in Administrative Expenses.
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TSYS Card Tech 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.
Goodwill is amortised over 8.5 years by equal instalments. The amount of profit attributable to the stage of completion of a long-term contract is recognised when the outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at the cost appropriate to their stage of completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen. Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, after deducting foreseeable losses and payments on account not matched with turnover. Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
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.
The Company's bad debt policy is to provide in full for any unpaid invoices when they are 365 days old.
An impairment loss is recognised whenever the carrying amount of an asset or its income-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss account in operaing expenses unless it arises on a previusly revalued fixed asset. Impairment losses recognised in repsect of income-generating units are allocated first to reduce the carrying amount of any goodwill allocated to income-generating units, then to any capitalsied intangible asset and finally to the carrying amount of the tangible assets in the unit on a pro rata or more appropriate basis. An income generating unit is the smallest identifiable group of assets that generates income streams from other assets or groups of assets.
If there is a favourable change in relation to the events surrounding the impairment loss then the
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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 effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Analysis of turnover by country of destination:
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech 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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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS Card Tech Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Share premium account
Profit and loss account
The Company operates a defined contributions pension scheme. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £191k (2023: £185k). Outstanding contributions at the financial year end were £nil (2023: £nil).
The Company is a subsidiary undertaking 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.
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