Registered number: 08825228
For the Year Ended 31 December 2024
TSYS International Management Limited
Company Information
TSYS International Management Limited
Contents
TSYS International Management Limited
Strategic Report
For the Year Ended 31 December 2024
The director presents his Strategic report and financial statements for the year ended 31 December 2024.
The principal activity of the Company during the year was to hold investments in companies within the Total System Services (TSYS) group of companies, which form part of the wider Global Payments group of companies since the merger of Global Payments Inc and Total System Services, Inc. in September 2019.
The Company had a successful year, generating a profit before taxation of £826,713k (2023: £16,618k) driven by increases in the amount of dividends received from subsidiaries in 2024 of £826,721k (2023: £16,637k).
During the year the main balance sheet movements were: reduction in debtors falling due after one year of £5.9m due to foreign exchange movements on the intercompany loan with Brazil, reduction in cash at bank and in hand of £2m upon the repayment of balances due to intercompany creditors which also reduced the creditors falling due after more than one year by £2m.
The Company’s key performance indicator is profit before taxation, movements in which have been explained above. Key events to reflect the business year was the cancellation of £1.8bn of share premium following a group restructuring exercise undertaken in the year.
During the year the main balance sheet movements were: reduction in debtors falling due after one year of £5.9m due to foreign exchange movements on the intercompany loan with Brazil, reduction in cash at bank and in hand of £2m upon the repayment of balances due to intercompany creditors which also reduced the creditors falling due after more than one year by £2m.
The Company’s key performance indicator is profit before taxation, movements in which have been explained above. Key events to reflect the business year was the cancellation of £1.8bn of share premium following a group restructuring exercise undertaken in the year.
The Company’s principal risk, as a holding company, is related to the recoverability of the investments it holds. The Company’s exposure to such risk is largely mitigated by its close ties to Total System Services LLC, which has a framework in place to manage and monitor the business risks faced by its subsidiaries, in particular those relating to changes in general economic conditions, competitor actions, the effect of legislation, credit risk, interest rate risk, technology changes, the impact of the application of and/or changes in accounting principles, financial services consolidation, foreign exchange risk, changes in regulatory requirements and business continuity.
In the forthcoming year, the Company is forecasting to be profitable. The Company will continue to monitor investment opportunities for the TSYS Group of companies.
The members of TSYS International Management 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 2023.
The following paragraphs summarise how the members fulfil their duties:
Risk Management: The Company acts as a holding company of a range of businesses. The Company identifies, evaluates, manages and mitigates the risks it faces, and it continues to evolve its approach to risk management.
The Company maintains strong liquidity and cash levels. For details of the principal risks and uncertainties, please see page 3 of this report.
The following paragraphs summarise how the members fulfil their duties:
Risk Management: The Company acts as a holding company of a range of businesses. The Company identifies, evaluates, manages and mitigates the risks it faces, and it continues to evolve its approach to risk management.
The Company maintains strong liquidity and cash levels. For details of the principal risks and uncertainties, please see page 3 of this report.
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TSYS International Management Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
Our People: The Company has no employees.
Business Relationships: The Company’s strategic priorities are to support the group in its investments. The business values all its 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 support Group companies in meeting the world’s growing need for more payment solutions in ways which are economically, environmentally, and socially responsible. The members are informed and monitor compliance with relevant governance standards which 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.
Business Relationships: The Company’s strategic priorities are to support the group in its investments. The business values all its 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 support Group companies in meeting the world’s growing need for more payment solutions in ways which are economically, environmentally, and socially responsible. The members are informed and monitor compliance with relevant governance standards which 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 International Management 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 £826,715,000 (2023 - £16,513,000).
Dividends of £827m were paid in 2024 (2023 - £13.4m). No further dividends are proposed.
The director who served during the year was:
The director has monitored changes in the Company's business environment up to the date of this report and have not identified any material subsequent events that are expected to have a material impact on its financial performance or position.
During the year, Sumer Auditco Limited were appointed auditors to the Comany. 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.
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TSYS International Management 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 International Management Limited
Independent Auditors' Report to the Members of TSYS International Management Limited
We have audited the financial statements of TSYS International Management 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 International Management Limited
Independent Auditors' Report to the Members of TSYS International Management 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 International Management Limited
Independent Auditors' Report to the Members of TSYS International Management Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the posting of unusual journals together with complex transactions.
We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, sample testing of journals posted during the year and a review of areas of judgement for indicators of management bias to address the risks.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TSYS International Management Limited
Independent Auditors' Report to the Members of TSYS International Management 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 Auditors
Glendinning House
6 Murray Street
BT1 6DN
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TSYS International Management Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2024
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TSYS International Management Limited
Registered number: 08825228
Balance Sheet
As at 31 December 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025 .
The notes on pages 12 to 24 form part of these financial statements.
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TSYS International Management Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
TSYS International Management 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.
The principal activity of the Company during the year was to hold investments in companies within the Total System Services (TSYS) group of companies, which form part of the wider Global Payments group of companies since the merger of Global Payments Inc and Total System Services, Inc. in September 2019.
The principal activity of the Company during the year was to hold investments in companies within the Total System Services (TSYS) group of companies, which form part of the wider Global Payments group of companies since the merger of Global Payments Inc and Total System Services, Inc. in September 2019.
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 29 Income tax paragraphs 29.28(b) and 29.29. This is an exemption from certain disclosures in relation to Pillar Two model rules where an entity is, or expects to be, within the scope of the Pillar Two legislation. The exemption is dependent on equivalent disclosures being made in the consolidated financial statements. It is not an exemption from all Pillar Two model rules and disclosures. Qualifying entities are still required to provide disclosures in accordance with paragraph 29.26 (g) and 29.28(a) if Pillar two model rules are applicable;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Global Payments LLC as at 31 December 2024 and these financial statements may be obtained from their website.
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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.
The financial statements have been prepared on a going concern basis. Having reviewed the financial projections of the group of companies, the Director considers 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 Director also considered the positions of Total Systems Services LLC (‘TSYS LLC’), and Global Payments Inc., as its ultimate parent. The Directors of Global Payments Inc. have concluded that there are no material uncertainties that may cast significant doubt about the Group’s ability to continue as a going concern and that it is appropriate to prepare the financial statements on a going concern basis. The audit report on the financial statements of Global Payments Inc. is not qualified and does not contain an emphasis of matter paragraph in respect of going concern.
Considering the above, the Director of the Company is satisfied that any risk related to the continued ability of the ultimate parent to provide support to the Company is satisfactorily addressed.
The Director also considered the positions of Total Systems Services LLC (‘TSYS LLC’), and Global Payments Inc., as its ultimate parent. The Directors of Global Payments Inc. have concluded that there are no material uncertainties that may cast significant doubt about the Group’s ability to continue as a going concern and that it is appropriate to prepare the financial statements on a going concern basis. The audit report on the financial statements of Global Payments Inc. is not qualified and does not contain an emphasis of matter paragraph in respect of going concern.
Considering the above, the Director of the Company is satisfied that any risk related to the continued ability of the ultimate parent to provide support to the Company is satisfactorily addressed.
Functional and presentation currency
Transactions and balances
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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TSYS International Management 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.
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.
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
There were no factors that may affect future tax charges.
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Share premium account
Foreign exchange reserve
Profit and loss account
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TSYS International Management Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
The ultimate controlling party continues to be Global Payment Systems LLC, a company incorporated in the United States of America. The registered office is PO Box 30328, 10 Glenlake Pkwy., North Tower, Atlanta, Ga, United States. Consolidated financial statements are available to view on the company website.
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