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Registered number: 05947723










TSYS Managed Services EMEA Limited










Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
TSYS Managed Services EMEA Limited
 

Company Information


Directors
Rene Kruse 
David Chew 
Kelvin Dodd 




Registered number
05947723



Registered office
Burystead Court
120 Caldecotte Lake Drive

Caldecotte

Milton Keynes

MK7 8LE




Independent auditors
Sumer Auditco NI Limited

Glendinning House

6 Murray Street

Belfast

Co. Antrim

BT1 6DN





 
TSYS Managed Services EMEA Limited
 

Contents



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 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


 
TSYS Managed Services EMEA Limited
 

Strategic Report
For the Year Ended 31 December 2024

Introduction
The directors present their Strategic report and financial statements for the year ended 31 December 2024.

Principal activities
 
The principal activities of the Company are contact centre services and customer support in Europe for Total System Services LLC (formerly Total System Services, Inc).

Business review
 
The Company made a profit after tax of £2,550k in the year ended 31 December 2024 (Loss for the year ended 31 December 2023: £593k).
The Company saw a return to a profit making position during 2024 after experiencing a loss in 2023. One key contributory factor was the return of turnover to its pre-Covid levels, increasing by £5m in the year.  This was primarily driven by the increase in revenue activities with two of TSYS Inc.'s key contracted customers.
During the year the significant balance sheet movements were: reduction in fixed assets of £1.1m, cash reduced by £1.3m and total debtors increased by £1.2m.  These movements represent normal trading patterns and timing matters.

Future Outlook
 
In the forthcoming year, the Company will take steps to drive margin improvements on ordinary activities before taxation and improve profitability. The Company's growth is dependent on the success of Total System Services, LLC. in driving new business opportunities in Europe. The growth is anticipated to be driven by increased volumes in Europe and selling additional services and products to existing and new clients.

Financial key performance indicators
 
The Company's Key Financial Performance Indicator is margin on ordinary activities before taxation, as it aims to deliver services to its clients in as an efficient and effective manner as possible. Profit before tax was £3,520k (at 5.83% of revenue) for 2024 and loss before tax of £779k (at 1.43% of revenue) for 2023.
The Company's main Non-financial Key Performance Indicator is provision of services under the Service Level Agreements with its clients to ensure maintenance of standards of quality, efficiency and effectiveness. The Service Levels are tracked and measured monthly.

Principal risks and uncertainties
 
The key risks that the Company continues to face are general economic conditions, competitor actions, the effect of legislation, and business continuity. However, the Company's exposure to external risk is largely mitigated by its close ties to Total System Services LLC, its primary customer. Total System Services LLC has a framework in place to manage and monitor its risk exposure to these areas. Total System Services LLC has substantial levels of capital.
Even though reduced, the continuing cost of living crisis still poses a risk due to potential attrition with employees exiting and moving to more competitively paid external roles. This is an ongoing risk that is regularly reviewed by the Directors in terms of looking at attraction and team member retention including increased salaries and more hybrid working opportunities. Increased attrition leads to increased cost to attract and recruit backfill employees as well the cost associated with training so it is an area that is reviewed to assess what actions can be taken to avoid it.

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Page 1

 
TSYS Managed Services EMEA Limited
 

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

Directors' statement of compliance with duty to promote the success of the Company
 
The members of TSYS Managed Services EMEA 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: TSYS Managed Services EMEA 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 supporting new and existing clients of Total System Services LLC. 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 lo 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.



Rene Kruse
Director

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Page 2

 
TSYS Managed Services EMEA 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.

Directors' responsibilities statement

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.

Results and dividends

The profit for the year, after taxation, amounted to £2,550,000 (2023 - loss £593,000).

A dividend of £5m was paid in 2024 (2023: £5m). No further dividends are proposed.

Directors

The directors who served during the year were:

Rene Kruse 
David Chew 
Kelvin Dodd 

Employees

As at 31 December 2024 the Company employed 1,413 people (2023: 1,419). 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.

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TSYS Managed Services EMEA Limited
 

 
Directors' Report (continued)
For the Year Ended 31 December 2024


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).


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)
94.88
81.30
Emissions from electricity purchased for own use, including for the purposes of transport (Scope 2 - tonnes of CO2e)
369.27
519.00
Emissions from business travel in rental cars or employee owned vehicles where company is responsible for purchasing the fuel (Scope 3 - tonnes of CO2e)
17.41
27.10
Total Gross CO2e based on above
481.57
627.40
Total carbon intensity metric (tonnes of CO2e per £m revenue)
7.97
11.51


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)
518,754
444,458
Comsumption and emission relating to indirect emissions of the consumption of purchased electricity in day-to-day business operations (Scope 2)
1,783,499
2,506,329
Consumption and emissions relating to emissions from sources not directly owned by us, this is business travel undertaken in employee owned vehicles (Scope 3)
77,425
119,660
2,379,677
3,070,447

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.

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TSYS Managed Services EMEA Limited
 

 
Directors' Report (continued)
For the Year Ended 31 December 2024

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

 
TSYS Managed Services EMEA 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

 
TSYS Managed Services EMEA Limited
 

 
Independent Auditors' Report to the Members of TSYS Managed Services EMEA Limited
 

Opinion


We have audited the financial statements of TSYS Managed Services EMEA 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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TSYS Managed Services EMEA Limited
 

 
Independent Auditors' Report to the Members of TSYS Managed Services EMEA 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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TSYS Managed Services EMEA Limited
 

 
Independent Auditors' Report to the Members of TSYS Managed Services EMEA 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 following areas: 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 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 Managed Services EMEA Limited
 

 
Independent Auditors' Report to the Members of TSYS Managed Services EMEA 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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TSYS Managed Services EMEA Limited
 

Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
60,393
54,500

Cost of sales
  
(47,415)
(47,570)

Gross profit
  
12,978
6,930

Administrative expenses
  
(9,631)
(8,268)

Other operating charges
  
(15)
(14)

Operating profit/(loss)
 5 
3,332
(1,352)

Income from fixed assets investments
  
-
431

Interest receivable and similar income
 9 
188
142

Profit/(loss) before tax
  
3,520
(779)

Tax on profit/(loss)
 10 
(970)
186

Profit/(loss) for the financial year
  
2,550
(593)

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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TSYS Managed Services EMEA Limited
Registered number: 05947723

Balance Sheet
As at 31 December 2024

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

Fixed assets
  

Intangible assets
  
1,915
2,469

Tangible assets
  
1,946
2,478

Investments
  
879
879

  
4,740
5,826

Current assets
  

Debtors: amounts falling due after more than one year
 14 
362
601

Debtors: amounts falling due within one year
 14 
9,903
8,490

Cash at bank and in hand
 15 
4,830
6,099

  
15,095
15,190

Creditors: amounts falling due within one year
 16 
(7,672)
(6,649)

Net current assets
  
 
 
7,423
 
 
8,541

Total assets less current liabilities
  
12,163
14,367

  

Net assets
  
12,163
14,367


Capital and reserves
  

Called up share capital 
 18 
100
100

Share premium account
 19 
2,020
2,020

Profit and loss account
 19 
10,043
12,247

  
12,163
14,367


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

 
TSYS Managed Services EMEA Limited
 

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


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

£000
£000
£000
£000


At 1 January 2023
100
2,020
17,613
19,733



Loss for the year
-
-
(593)
(593)

Dividends: Equity capital
-
-
(5,000)
(5,000)

Share-based payments
-
-
227
227



At 1 January 2024
100
2,020
12,247
14,367



Profit for the year
-
-
2,550
2,550

Dividends: Equity capital
-
-
(5,000)
(5,000)

Share-based payments
-
-
246
246


At 31 December 2024
100
2,020
10,043
12,163


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

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Page 13

 
TSYS Managed Services EMEA Limited
 

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

1.


General information

TSYS Managed Services EMEA Ltd (the "Company") is a private company limited by shares and incorporated and domiciled in England and Wales, the Company's registered office is Burystead Court, 120 Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE.

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 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 its website.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

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Page 14

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)

 
2.4

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 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 positions of Total Systems Services LLC ('TSYS LLC'), and Global Payments Inc., as its ultimate parent. This is because the Company's primary source of revenue is from TSYS LLC.
Furthermore, 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.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

Revenue

Revenue represents invoiced provision of managed services in line with contractual rates and terms, excluding value added tax. Revenue earned relates to select contact centre services delivered across a range of clients including Customer Service, Disputes & Chargebacks and Collections. It is accounted for at the point the service is delivered. 

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Page 15

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

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

 
2.10

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.

 
2.11

Share-based payments

The Company's ultimate parent (Global Payments Inc.) grants restricted stock units to key employees, officers and directors under long term incentive plans.
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 recognised as shared based compensation expense on a straight line basis over the vesting period.

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Page 16

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)

 
2.12

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.


 
2.13

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.

Intangible assets under construction are costs incurred on development and are recognised as an intangible asset when all of the criteria under FRS 102 Section 18.4 are met. Intangible assets still in development are classified as such and seperately from those that are complete and in use. 
Once the software is complete and available for use, the asset is transferred from "Work In Progress" to "software" and amortised on a systematic basis over its estimated useful economic life, which is typically between 3 to 5 years, unless another period is more appropriate.
At each reporting date, software under development is reviewed for indications of impairment in accordance with FRS 102 Section 27 – Impairment of Assets. If such indications exist, an impairment review is performed, and the carrying amount is reduced to the recoverable amount, with any loss recognised in profit or loss.

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Page 17

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)

 
2.14

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.

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.

The estimated useful lives are as follows:

Leasehold Improvements
-
Term of the lease
Fixtures and fittings
-
4-7 years
Computer equipment
-
3-5 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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

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.

 
2.17

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.

 
2.18

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.

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Page 18

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

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. 

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.

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Page 19

 
TSYS Managed Services EMEA Limited
 

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

2.Accounting policies (continued)


2.20
Financial instruments (continued)

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 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.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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Page 20

 
TSYS Managed Services EMEA Limited
 

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

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

Intercompany processing revenue
60,393
54,500

60,393
54,500


All turnover arose within the United States of America.


5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2024
2023
£000
£000

Amortisation / Depreciation on intangible and tangible fixed assets
1,851
2,179

Exchange differences
15
14

Other operating lease rentals
1,017
1,597

Operating lease rentals - other
15
25

Share-based payment
246
227


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
21
32

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

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Page 21

 
TSYS Managed Services EMEA Limited
 

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

7.


Employees

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


2024
2023
£000
£000

Wages and salaries
39,674
36,475

Social security costs
3,688
3,811

Share based payment
246
227

Cost of defined contribution scheme
729
727

44,337
41,240


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


        2024
        2023
            No.
            No.







Contact Centre Staff
1,304
1,237



Administration
166
171

1,470
1,408


8.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
192
209

Company contributions to defined contribution pension schemes
13
13

205
222


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

The highest paid director received remuneration of £192,000 (2023 - £209,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,000 (2023 - £13,000).

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Page 22

 
TSYS Managed Services EMEA Limited
 

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

9.


Interest receivable

2024
2023
£000
£000


Other interest receivable
188
142

188
142


10.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
1,093
(11)

Adjustments in respect of previous periods
1
-


Total current tax

1,094
(11)

Deferred tax


Origination and reversal of timing differences
(123)
(165)

Changes to tax rates
-
(10)

Adjustment in respect of prior years
(1)
-

Total deferred tax
(124)
(175)


970
(186)
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Page 23

 
TSYS Managed Services EMEA Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024
 
10.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 - 23.52%). The differences are explained below:

2024
2023
£000
£000


Profit/(loss) on ordinary activities before tax
3,520
(779)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
880
(183)

Effects of:


Expenses not deductible for tax purposes
54
76

Changes in provisions leading to an increase (decrease) in the tax charge
-
(10)

Dividends from UK companies
-
(101)

Impact of share options
36
32

Total tax charge for the year
970
(186)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

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Page 24

 
TSYS Managed Services EMEA Limited
 

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

11.


Intangible assets




Purchased software WIP
Purchased software
Total

£000
£000
£000



Cost


At 1 January 2024
303
8,374
8,677


Additions
71
586
657


Disposals
-
(1,676)
(1,676)



At 31 December 2024

374
7,284
7,658



Amortisation


At 1 January 2024
-
6,209
6,209


Charge for the year
-
1,210
1,210


On disposals
-
(1,676)
(1,676)



At 31 December 2024

-
5,743
5,743



Net book value



At 31 December 2024
374
1,541
1,915



At 31 December 2023
303
2,166
2,469



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Page 25

 
TSYS Managed Services EMEA Limited
 

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

12.


Tangible fixed assets





Leasehold Improvts
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2024
1,879
1,266
2,605
5,750


Additions
15
37
66
118


Disposals
-
(5)
(291)
(296)



At 31 December 2024

1,894
1,298
2,380
5,572



Depreciation


At 1 January 2024
697
623
1,953
3,273


Charge for the year
218
162
261
641


Disposals
-
(3)
(285)
(288)



At 31 December 2024

915
782
1,929
3,626



Net book value



At 31 December 2024
979
516
451
1,946



At 31 December 2023
1,182
643
653
2,478




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


2024
2023
£000
£000

Short leasehold
979
1,182

979
1,182


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Page 26

 
TSYS Managed Services EMEA Limited
 

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

13.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2024
879



At 31 December 2024
879





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

TSYS Managed Services Netherlands BV
91-93 Thorbeckelaan, 3771 ED Bameveld, The Netherlands.
Ordinary
100%
TSYS Managed Services BV
91-93 Thorbeckelaan, 3771 ED Bameveld, The Netherlands.
Ordinary
100%

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Page 27

 
TSYS Managed Services EMEA Limited
 

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

14.


Debtors

2024
2023
£000
£000

Due after more than one year

Prepayments and accrued income
362
601

362
601


2024
2023
£000
£000

Due within one year

Amounts owed by group undertakings
6,092
3,122

Other debtors
361
1,017

Prepayments and accrued income
2,254
2,408

Amounts recoverable on long-term contracts
230
1,101

Deferred taxation
966
842

9,903
8,490



15.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
4,830
6,099

4,830
6,099



16.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
759
533

Amounts owed to group undertakings
1,654
543

Other taxation and social security
1,058
1,030

Accruals and deferred income
4,201
4,543

7,672
6,649


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Page 28

 
TSYS Managed Services EMEA Limited
 

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

17.


Deferred taxation




2024
2023


£000

£000






At beginning of year
842
667


Charged to profit or loss
124
175



At end of year
966
842

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Accelerated capital allowances
953
831

Other timing differences
13
11

966
842


18.


Share capital

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



100,000 (2023 - 100,000) 100,000 ordinary shares of £1 each shares of £1.00 each
100
100



19.


Reserves

Share premium account

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

Profit and loss account

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

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Page 29

 
TSYS Managed Services EMEA Limited
 

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

20.


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 £729k (2023: £727k).
Contributions totaling £104k (2023: £104k) were payable to the fund at the balance sheet date and are included in creditors.


21.


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
1,032
1,017

Later than 1 year and not later than 5 years
3,544
4,048

Later than 5 years
-
507

4,576
5,572


22.


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.


23.


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.


24.


Controlling party

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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Page 30