Company registration number 00045916 (England and Wales)
NCR Limited
Annual report and financial statements
for the year ended 31 December 2025
NCR Limited
Company information
Directors
R P McKenzie
(Appointed 26 September 2025)
A Gojski
(Appointed 20 January 2026)
J Wise
(Appointed 20 January 2026)
Company number
00045916
Registered office
Capital House
4th Floor
25 Chapel Street
London
England
NW1 5DS
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
NCR Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 8
Directors' responsibilities statement
9
Independent auditor's report
10 - 13
Statement of comprehensive income
14
Balance sheet
15
Statement of changes in equity
16
Notes to the financial statements
17 - 36
NCR Limited
Strategic report
for the year ended 31 December 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
NCR Limited (“the Company”) provides innovative products and services that enable businesses to connect, interact, and transact with their customers and enhance their customer relationships by addressing consumer demand for convenience, value, and individual service.
The separation of NCR into two separately traded companies, subsequently named 'NCR Voyix' and 'NCR Atleos' completed in Q4 2023 and was previously approved by the NCR board on the 15 September 2023. The separation was focused on market segmentation of the global business between a 'Digital Commerce Company' and an 'ATM Company'. As part of this certain subsidiaries held by the Company and the UK operational banking division were sold to Cardtronics UK Ltd. NCR Limited remains the shareholder of NCR Australia PTY Ltd, which also separated its ATM business and sold it to Cardtronics Australia.
Post separation, the Company continues to focus on consumer transaction technologies which help our customers improve customer experience, whilst focusing on operational efficiencies and revenue generation. In addition, the company also offers subscription pricing, managed services, outsourcing, and as-a-service solutions which improve the customer experience by managing their stores and restaurants.
On 6 August 2024, the company agreed to sell its Digital Banking business segment to an affiliate of The Veritas Capital Fund III, L.P.
The performance of the Company during 2025 was in line with expectations, taking into account economic conditions and the changes in the business model noted above.
Results and performance
The results of the Company for the financial year, as set out on page 14, show a profit before taxation of £4,825,000 (2024: £6,631,000). The shareholders' funds of the Company total £134,575,000 (2024: £128,426,000). The change in results has been impacted by the separation of the business and sale of digital banking. During the year, the Company made a profit through its operating activities, in its Retail and Restaurants Business Units.
For further details on the performance of the Company, please refer to Key Performance Indicators ('KPI's) section of the Strategic report.
Principal risks and uncertainties
The following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations, and cause actual results to differ materially from our expectations and projections.
Economic Pressures
Our business may be negatively affected by domestic economic and credit conditions. Our business is sensitive to the strength of domestic economic and credit conditions. The strength of domestic economic and credit conditions depends on a number of factors, including consumer confidence, unemployment levels, and interest rates.
A negative economic climate such as the increase in domestic inflation and interest rates could create financial pressures that impact the ability or willingness of our customers to make capital expenditures, thereby affecting their ability to purchase our products or services, or especially concerning smaller customers, to pay accounts receivable owed to the Company. Additionally, if customers respond to a negative economic climate by consolidation, it could reduce our base of potential customers. In response to these pressures, the business has looked to rationalise the underlying cost base. Senior Management regularly reviews the situation at both a regional and global level and adjusts plans accordingly. In addition, the conflict in Ukraine has had a slight impact on our business.
NCR Limited
Strategic report (continued)
for the year ended 31 December 2025
- 2 -
Development and performance
Competition
If we do not compete effectively within the technology industry, we will not be successful. We operate in the intensely competitive information technology industry. This industry is characterised by rapidly changing technology, evolving industry standards, frequent new product introductions, price and cost reductions, and increasingly greater commoditisation of products, making differentiation difficult. Our competitors include other large companies in the information technology industry, such as: Diebold Nixdorf, IBM, Fujitsu, ACI, Fiserv and others. Our future competitive performance and market position depend on a number of factors, including our ability to:
react to competitive pricing pressures.
exploit opportunities in emerging vertical markets, such as travel, telecommunications, and technology.
cross-sell additional products and services to our existing customer base, including customers gained from our recent acquisitions.
rapidly and continually design, develop market, or otherwise maintain and introduce innovative solutions and related products and services for our customers that are competitive in the marketplace.
react on a timely basis to shifts in market demands.
reduce costs without creating operating inefficiencies or impairing product or service quality.
maintain competitive operating margins.
improve product and service delivery quality and effectively market and sell all of our diverse solutions.
Business model
If we are unsuccessful in transforming our business model, our operating results could be negatively impacted. In recent years, we have begun to shift our business model to focus increasingly on sales of higher margin software and professional, managed and other services. Our ability to successfully grow our software and services businesses depends on a number of different factors, including market acceptance of our software solutions; integrating, developing and supporting software gained through recent acquisitions; enabling our sales force to use a consultative selling model that better incorporates our comprehensive and new solutions.
Key performance indicators
Management monitors the business using the following key indicators:
| | |
| | |
Turnover % change compared with previous year | | |
| | |
Headcount change % compared with previous year | | |
Turnover
Turnover increased by 15.7% in 2025 from 2024. The increase is primarily attributable to the further expansion of business activities with existing customers.
Gross profit margin
Gross profit margin has decreased to 13.4% mainly due to changes in the business model.
Headcount
Headcount has decreased by 15.8% due to the separation of digital banking business and restructuring in 2024.
NCR Limited
Strategic report (continued)
for the year ended 31 December 2025
- 3 -
Other performance indicators
Strategy
We have established a focused and consistent business strategy targeted at turnover growth, gross margin expansion, improved customer loyalty, and employee engagement. This strategy guided our efforts in 2025 and will continue to guide us in 2026. To execute this strategy, we incorporate three key imperatives that align with our financial objectives:
Deliver disruptive innovation;
Focus on migrating our turnover to higher-margin software and recurring services revenue; and
More fully enable our sales force with a consultative selling model that better leverages the innovation we are bringing to the market.
Other information and explanations
Target markets and distribution channels
We provide self-service kiosk and POS solutions to the retail and restaurant sectors. Retail customers include department stores, specialty retailers, mass merchandisers, catalogue stores, supermarkets, hypermarkets, grocery stores, pharmacies, wholesalers, convenience stores, and petroleum outlets. Restaurant customers include restaurants, food service providers, and sports and entertainment venues (including stadiums, arenas and cinemas). Self-service kiosks and POS solutions are sold through a direct sales force and through relationships with value-added resellers, distributors, dealers, and other indirect sales channels. We have focused our investments and resources on self-service technologies and multi-channel solutions.
The Company has both direct and indirect channels to market. We see the opportunity to expand our indirect channels to increase our market coverage, and this will be a focus for the coming years.
We provide service and support for our products and solutions through flexible service contracts with our
customers. We have also established managed service contracts with key customers and continue to pursue additional managed service relationships. Longer-term managed service arrangements can help improve the efficiency and performance of the customer's business and increase the strategic and financial importance of its relationship with the Company.
Promoting the success of the company
Section 172 statement
The following statement describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) when performing their duty under Section 172 of the Companies Act 2006.
NCR Voyix Corporation is the ultimate parent of the Company and as such the Company follows many of the processes and practices of NCR Voyix Corporation, which are further referenced in this statement where relevant. The Directors' obligations with respect to Section 172 requirements are applied through the group's policies and processes.
When making decisions, each Director ensures that they act in a way that they consider, in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:
NCR Limited
Strategic report (continued)
for the year ended 31 December 2025
- 4 -
S171(1) (A) "The likely consequences of any decision in the long term"
The Directors understand the business and the evolving environment in which we operate. The strategy followed by the Board, and decisions taken to implement it, is intended to strengthen our position in the marketplace over the longer term. The Company's strategy is in line with that of its ultimate parent, NCR Voyix Corporation. In addition to the direction provided by NCR Voyix Corporation, the Company is subject to internal processes and management systems that enable the Directors to oversee governance and day-to-day operations through assigned delegations.
S172(1) (B) "The interests of the Company's employees"
The Directors acknowledge that the Company's employees are vital to its success as a software and services led business. They assume responsibility for safeguarding interests of employees and execute initiatives and programmes designed at the group level, to attract and retain employees with different skill sets, experience and attributes. The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Company policy is that all recruitment and subsequent development and promotion is carried out equitably and solely on the basis of aptitude and ability.
S172(1) (C) "The need to foster the Company's business relationships with suppliers, customers and others"
The Directors recognise the importance of clear communication and proactive engagement with stakeholders. Comprehensive engagement enables informed decision making and is integral to the long-term success of the Company. The Directors factor the implications of decisions on stakeholders, where relevant and feasible. The Directors help to ensure that there is fair and ethical selection of suppliers for all products and services by applying NCR Voyix's group-wide procurement processes.
The Company is closely managing and maintaining customer relationships (carefully listening to our customers) via phone calls, meetings, events, frequent customer satisfaction surveys. Furthermore, we are continuously trying to build strong and long standing relationships with our (main) suppliers to foster efficiencies and effectiveness to make it mutually beneficial.
S172(1) (D) "The impact of the Company's operations on the community and the environment"
The Directors are committed to supporting economic, cultural, social and educational well-being of communities by investing in innovative programs that provide solutions and benefit to communities at large. The Company strives to minimize the environmental footprint of its operations and products in line with group strategy, while also delivering innovative technologies and solutions designed to help businesses and consumers reduce their own environmental footprint.
S172(1) (E) "The desirability of the Company maintaining a reputation for high standards of business conduct"
The Directors apply NCR Voyix's Code of Conduct which is designed to provide guidance on the group's standard for upholding the Company's shared values, which form the foundation of business relationships with customers, partners, and suppliers that maintain and guide decisions to achieve the Company's business objectives.
S172(1) (F) "The need to act fairly as between members of the Company"
The Company adheres to the group policies often set by the ultimate parent company, NCR Voyix Corporation.
A Gojski
Director
25 September 2026
NCR Limited
Directors' report
for the year ended 31 December 2025
- 5 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The Company has a long heritage of providing innovative products and services to help businesses build stronger relationships.
The Company manages and reports operations in two reportable segments – Retail and Restaurants (formerly reported as Hospitality).
Retail segment is focused on serving retailers of all sizes, from local businesses to some of the most recognized brands in the world. Software and solutions connect to a modern technology platform that allows retailers to run their stores like they run their digital channels, improving the experience for their customers. These solutions are designed to improve operational efficiency, sales productivity, customer satisfaction and purchasing decisions; provide secure checkout processes and payment systems; and increase service levels.
Restaurants segment is focused on serving restaurants and food service establishments of all sizes, ranging from small and medium-sized businesses to some of the world’s top global food service enterprises. Company’s solution portfolio spans across table-service, quick service and fast casual industries, providing competitive end-to-end solutions to “run-the-restaurant.” The solution portfolio offers cloud-based, platform enabled technology that is designed to improve operational efficiency, increase customer satisfaction, streamline order and transaction processing and reduce operating costs. In addition, we deliver service support, allowing our customers to focus on their core competencies. Our end-to-end services are a strong differentiating factor within the market.
The Company's long-term goals are profitable growth, world-class operations and thought leadership in the industries it serves. The Directors believe that business will continue to trade successfully in the foreseeable future.
Branches
The Company has a branch in Ireland.
Results and dividends
The results for the year are set out on page 14.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Koziol-Grabowska
(Resigned 26 September 2025)
A Radesca
(Resigned 29 September 2025)
R P McKenzie
(Appointed 26 September 2025)
A Gojski
(Appointed 20 January 2026)
J Wise
(Appointed 20 January 2026)
Qualifying third party indemnity provisions
The Directors have the benefit of the indemnity provisions pursuant to the Company's articles of association. The Company has entered into qualifying third party indemnity arrangements for the benefit of all its Directors in a form and scope which comply with the requirements of section 234 of Companies Act 2006 and which were in force throughout the year ended 31 December 2025 and remain in force.
NCR Limited
Directors' report (continued)
for the year ended 31 December 2025
- 6 -
Research and development
The Company remains focused on designing and developing products, services and solutions that anticipate our customers changing technological needs. The expense for research and development was £1,021,000 (2024 - £2,124,000). The Company will continue to develop its range of products and services to maintain and enhance the competitive position.
Employees
As an equal opportunities employer, the Company policy is that all recruitment and subsequent development promotion is carried out equitably and solely on the basis of aptitude and ability.
Disabled employees
The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If members of staff become disabled the Company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
Employee and stakeholder engagement
We recognise the importance of clear communication and proactive engagement with our stakeholders. Comprehensive engagement enables informed decision making and is integral to the long-term success of the Company. In the disclosures below, and in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018) (the "Regulations"), we set out our stakeholder groups, as required by the Regulations and how we engage with them.
Impact of Group-wide Policies and Procedures on Stakeholder Engagement
The Company's ultimate controlling party, NCR Voyix Corporation, shapes the business strategies for the group which has an impact on the long-term development of the Company. In practice, all decisions and policies affecting employees, suppliers and business relationships with stakeholders are implemented by the Directors in line with the business strategies decided at the group level and promote the interests of the ultimate controlling party and the group as a whole. For further information on the strategy and governance of NCR Voyix Corporation please refer to www.ncrvoyix.com.
Employee engagement
The Company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests.
Frequent one on one conversations with employees are encouraged to connect them to the Company's mission and to achieve strategic goals. Some of the initiatives include employee engagement surveys, webcasts and the NCR Voyix group share option scheme, encouraging all employees to contribute ideas that help reshape the Company.
The Company's employment policy is based on equal opportunities and gives full and fair consideration to applications for employment from disabled persons. Appropriate arrangements are made for full training and development, career development and promotions of disabled persons employed by the Company.
NCR Limited
Directors' report (continued)
for the year ended 31 December 2025
- 7 -
Supplier engagement
Engagement with suppliers is maintained on the UK NCR Store. For more information on NCR's Supplier Code of Conduct please refer to https://www.ncrvoyix.com/company/corporate-governance.
Customer engagement
The Directors inquire about customers' satisfaction and potential areas for improvement. The matters raised are further escalated and where appropriate and feasible, changes are implemented to address these matters. This process helps to improve the magnitude of co-operation with key customers.
Future developments
A review of the business and future developments are included in the Strategic Report.
Auditor
In accordance with the company's articles, a resolution proposing that Henderson Loggie LLP be reappointed as auditor of the company will be put at a General Meeting.
Financial risk management
The Company's operations expose it to a variety of financial risks that include price risk, liquidity risk and interest rate risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of internal debt finance and the related finance costs.
Given the size of the Company, the Directors have not delegated the responsibility of monitoring Company financial risk management to a subcommittee of the Board. The policies set by the Board of Directors are implemented by the group's treasury department. The department has a policy and procedures manual that sets out specific guidelines to manage interest and credit risk and circumstances where it would be appropriate to use financial instruments to manage these.
Credit risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counter party is subject to agreed limits, which are reassessed as required by the Directors. The robustness of these procedures provide comfort to the Directors in the current economic environment.
Price risk
The Company's price risk arises from competition in the market. The Company minimises this risk with a defined pricing strategy and structure.
Liquidity risk
The Company ensures availability of funding through appropriate cash management and intercompany loans to ensure the Company has sufficient available funds for operations and planned expansions. The liquidity risk is managed by the group's treasury department.
Interest rate risk
The Company has interest bearing liabilities in the form of amounts owed to other group companies' balances, all of which incur interest at fixed rate or pre-defined range of rates to minimise cash flows fluctuations. These are managed by the group's treasury department.
Exchange rate risk
The Company has foreign currency forward contracts to mitigate the exchange rate risks.
Energy and carbon report
This report is provided to summarise the Company's environmental reporting in accordance with the UK government's policy on Streamlined Energy and Carbon Reporting (SECR).
NCR Limited
Directors' report (continued)
for the year ended 31 December 2025
- 8 -
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Electricity purchased
14,594
205,777
- Fuel consumed for transport
4,915,267
5,127,304
4,929,861
5,333,081
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
675.51
1,148.43
675.51
1,148.43
Scope 2 - indirect emissions
- Electricity purchased
2.58
42.61
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
678.09
1,191.04
Intensity ratio
tCO2e per (£'m) revenue
3.63
7.35
Quantification and reporting methodology
We have calculated the carbon emissions and kWh figures using the UK Government's 2025 Conversion Factors for Company Reporting.
Intensity measurement
The Company's SECR disclosure presents the carbon footprint, together with appropriate intensity metric and total use of electricity, gas and transport fuels.
Measures taken to improve energy efficiency
The company embraces passive or renewable energy as far as possible and continues to improve energy efficiency.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
A Gojski
Director
25 September 2026
NCR Limited
Directors' responsibilities statement
for the year ended 31 December 2025
- 9 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements 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; and
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 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.
NCR Limited
Independent auditor's report
to the members of NCR Limited
- 10 -
Opinion
We have audited the financial statements of NCR Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 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.
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 Auditor's 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 UK, including the FRC’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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.
NCR Limited
Independent auditor's report
to the members of NCR Limited (continued)
- 11 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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, 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.
Auditor's 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 auditor's 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, are detailed below.
NCR Limited
Independent auditor's report
to the members of NCR Limited (continued)
- 12 -
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: GDPR, PCI DSS, FRS 102, Health and Safety; employment law (including the Working Time Directive); and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing legal costs for any irregularities including fraud;
Reviewing minutes of Board meetings;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the recoverability of intercompany balances;
Documenting and verifying all significant related party balances and transactions;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;
Testing key revenue lines, in particular cut-off, for evidence of management bias; and
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the 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. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
NCR Limited
Independent auditor's report
to the members of NCR Limited (continued)
- 13 -
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 auditor's 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.
Gavin Black
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
25 September 2026
Chartered Accountants
Statutory Auditor
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
NCR Limited
Statement of comprehensive income
for the year ended 31 December 2025
- 14 -
2025
2024
Notes
£000
£000
Turnover
3
187,503
162,023
Cost of sales
(162,303)
(133,043)
Gross profit
25,200
28,980
Distribution costs
(13,714)
(13,578)
Administrative expenses
(7,511)
(9,054)
Other operating income
108
Intercompany provisions
(679)
(6,082)
Operating profit
4
3,404
266
Interest receivable and similar income
8
4,939
10,602
Interest payable and similar expenses
9
(3,518)
(7,330)
Amounts written off investments
-
3,093
Profit before taxation
4,825
6,631
Tax on profit
10
315
(849)
Profit for the financial year
5,140
5,782
The profit and loss account has been prepared on the basis that all operations are continuing operations.
NCR Limited
Balance sheet
as at 31 December 2025
- 15 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
11
61
Intangible assets
11
90
Total intangible assets
151
Tangible assets
12
926
1,522
Investments
13
14,997
14,997
15,923
16,670
Current assets
Stocks
15
9,083
11,225
Debtors falling due after more than one year
16
35,050
Debtors falling due within one year
16
127,739
199,330
Cash at bank and in hand
8,996
13,663
180,868
224,218
Creditors: amounts falling due within one year
17
(62,216)
(112,462)
Net current assets
118,652
111,756
Net assets
134,575
128,426
Capital and reserves
Called up share capital
21
8,500
8,500
Share premium account
22
33,997
33,997
Capital redemption reserve
23
423,213
423,213
Profit and loss reserves
24
(331,135)
(337,284)
Total equity
134,575
128,426
The financial statements were approved by the board of directors and authorised for issue on 25 September 2026 and are signed on its behalf by:
A Gojski
Director
Company registration number 00045916 (England and Wales)
NCR Limited
Statement of changes in equity
for the year ended 31 December 2025
- 16 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 January 2024
8,500
33,997
423,213
(345,700)
120,010
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
5,782
5,782
Credit to equity for equity settled share-based payments
20
-
-
-
2,634
2,634
Balance at 31 December 2024
8,500
33,997
423,213
(337,284)
128,426
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
5,140
5,140
Credit to equity for equity settled share-based payments
20
-
-
-
1,009
1,009
Balance at 31 December 2025
8,500
33,997
423,213
(331,135)
134,575
NCR Limited
Notes to the financial statements
for the year ended 31 December 2025
- 17 -
1
Accounting policies
Company information
NCR Limited is a private company limited by shares incorporated in England and Wales. The registered office is Capital House, 4th Floor, 25 Chapel Street, London, England, NW1 5DS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
the company has taken advantage of the exemption under paragraph 35.10(p) of FRS 102 in respect of lease incentives on leases in existence on the date of transition to FRS 102 (1 January 2014) and continues to credit such lease incentives to the profit and loss account over the period to the first review date on which the rent is adjusted to market rates.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.
For the year ended 31 December 2025, NCR Limited was a wholly owned subsidiary of NCR Voyix Corporation, a company incorporated in the USA. The results of NCR Limited are included in the consolidated financial statements of NCR Voyix Corporation which are available publicly from 864 Spring St NW, Atlanta, GA 30308 USA.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 18 -
1.2
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. true
In assessing the appropriateness of the going concern basis of accounting, the Directors have considered the Company's financial position, available liquidity, forecast cash flows, financing arrangements, and the principal risks and uncertainties that could affect the Company's ability to continue in operational existence. This assessment covers a period of at least twelve months from the date of approval of these financial statements.
The Company meets its day-to-day working capital requirements through a combination of operational cash flows, loans and intercompany funding arrangements (Note 18), together with trading balances within the NCR Voyix group headed by NCR Voyix Corporation, the ultimate parent company.
As part of their assessment, the Directors have considered the current economic environment and the potential impact of inflationary pressures, interest rate movements, and broader macroeconomic uncertainties on the Company's operations, profitability, liquidity, and cash flow forecasts. The Directors have also considered a range of reasonably possible downside scenarios and the mitigating actions available to management, including cost management initiatives, operational efficiencies, and continued access to group resources.
The Directors are satisfied that the Company will have adequate resources to meet its liabilities as they fall due for the assessment period. While the Company continues to benefit from financial support from other group entities, the Directors have no reason to believe that such support will not remain available throughout the foreseeable future.
Having considered all relevant information available to them, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and, accordingly, continue to adopt the going concern basis of accounting in preparing these financial statements.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 19 -
1.3
Turnover
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added tax.
The company recognises revenue when:
(a) the significant risks and rewards of ownership have been transferred to the buyer;
(b) the company retains no continuing involvement or control over the goods;
(c) the amount of revenue can be measure reliably;
(d) it is probable that future economic benefits will flow to the entity; and
(e) when the specific criteria relating to each of the company's sales channels have been met, as described below.
Solutions/hardware
For the company's solutions, computer hardware and software, turnover is recognised upon delivery, installation or customer acceptance of the product, as defined in the customer contract. The company's typical solution requires no significant production, modification or customisation of the software or hardware that is essential to the functionality of the products other than installation for its more complex solutions. For those complex solutions, turnover is deferred until the installation is complete.
Services
The company's sales arrangements often include services in addition to hardware and software. These services could include hardware maintenance, upgrade rights, customer support and professional consulting services. For these services, turnover is typically recognised rateably over the period benefitted or when the services are complete. If the services are essential to the functionality of the hardware and software, turnover from the hardware and software components is deferred until the essential services are complete.
Other revenue earned by the company is accounted for as set out below.
Interest income
Interest income is recognised using the effective interest rate method. Interest income is presented as 'Interest receivable and similar income' in the profit and loss account.
Dividend income
Dividend income is recognised when the right to receive payment is established. Dividend income is presented as 'Other income' in the profit and loss account.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 20 -
1.4
Research and development expenditure
Development costs that are directly attributable to the design and testing of identifiable and unique software platforms controlled by the company are recognised as intangible assets when the following criteria are met:
it is technically feasible to complete the software product so that it will be available for use;
management intends to complete the software product and use or sell it;
there is an ability to use or sell the software product;
it can be demonstrated how the software product will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
the expenditure attributable to the software product during its development can be reliably measured.
Other development expenditures that do not meet these criteria together with costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
1.5
Intangible fixed assets - goodwill
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of the equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages, the cost is the consideration at the date of each transaction.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of the contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values of the company's interest in the identifiable assets, liabilities and contingent liabilities.
On acquisition, goodwill is allocated to cash-generating units ("CGU's") that are expected to benefit from the combination.
Goodwill is amortised over its expected useful life. Where the company is unable to make a reliable estimate of useful life, goodwill is amortised over a period not exceeding 10 years. Goodwill is assessed for impairment where there are indicators of impairment and any impairment is charged to the profit and loss account. Reversals of impairments are recognised when the reasons for the impairment no longer apply.
Goodwill is the value of payments made for acquisitions in excess of the underlying value of the assets of the entities acquired. Goodwill arising on acquisitions has been capitalised and is being amortised over a period not exceeding 10 years; that being the period expected to benefit.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 21 -
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Customer relationships
10 years
Developed technology
8 years
Trademarks
9 1/2 years
Development costs
8 years
Where factors such as technological advancement or changes in market conditions indicate that the asset's useful life has changed, the useful life is amended prospectively to reflect the new circumstances.
Intangible assets are reviewed for impairment if there is an indication that the intangible asset may be impaired.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
over the period of the lease
Equipment
3 - 10 years
Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the profit and loss account.
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
Subsequent costs
Subsequent costs, including major inspections, are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits with the item will flow to the company and the cost can be reliably measured.
The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset when they have significantly different patterns of consumption of economic benefits and are depreciated separately over its useful life.
Repairs, maintenance and minor inspection costs are expensed as incurred.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 22 -
1.8
Fixed asset investments
Interests in subsidiaries are initially measured at cost. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Stocks
Stocks are measured at the lower of cost and estimated selling prices less costs to complete and sell. Stocks are recognised as an expense in the financial year in which the related revenue is recognised.
Cost is determined using the weighted average basis. Cost comprises the purchase price, including taxes and duties and transport and handling costs directly attributable to bringing the stock to its present location and condition.
At the end of each financial year, stocks are assessed for impairment. If an item of stock is impaired, the identified stock is measured at its selling price less costs to complete and sell and the resulting impairment loss is recognised in the profit and loss account. Where a reversal of the impairment loss is recognised, the impairment loss is reversed, up to the original impairment loss, and is recognised in the profit and loss account.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 23 -
1.11
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities. Cash and cash equivalents are initially measured at transaction price and subsequently measured at amortised cost.
Bank deposits which have original maturities of more than three months are not cash and cash equivalents and are presented as current asset investments.
1.12
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 24 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Incremental costs directly attributable to new equity shares or options are shown in equity as a deduction, net of tax, from the proceeds.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.15
Employee benefits
Short-term employee benefits, including wages and salaries, paid holiday arrangements and other similar non-monetary benefits, are recognised as an expense in the financial year in which employees render the related service.
The company operates and annual bonus plan for employees. An expense is recognised in the profit and loss account when the company has a present legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 25 -
1.16
Retirement benefits
The company operates a defined contribution plan for certain employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further contributions or to make direct payments to employees if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. The assets of the plan are held separately from the company in independently administered funds. The contributions to the defined contribution plan are recognised an expense when they are due. Amounts not paid are included in accruals in the balance sheet.
1.17
Share-based payments
When the company participates in a share-based payment arrangement established by a group company, the company takes advantage of the alternative treatment allowed under Section 26 of FRS 102. The company recognises the share-based payment expense based on an allocation of its share of the group's total expense, calculated in proportion to the number of participating employees. The corresponding credit is recognised in retained earnings as a component of equity.
Where the company is charged for the cost of share-based payments arrangements, the amounts are treated as a reduction in equity. If the amount charge is in excess of the share-based payment charge, the company treats the excess as a notional distribution and charges this to retained earnings.
1.18
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'Interest receivable and similar income' or 'Interest payable and similar charges' as appropriate. All other foreign exchange gains and losses are presented in the profit and loss account within administrative expenses or income.
1.20
Distribution to equity shareholders
Dividends and other distributions to the company's equity shareholders are recognised as a liability in the financial statements in the financial year in which the dividends and other distributions are approved by the company's shareholders.
1.21
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Bank charges are recognised in the period in which they are incurred.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 26 -
1.22
New or revised Financial Reporting Standards
Amendments to FRS 102 introduced by the Periodic Review 2024
The amendments to FRS 102 are applicable for accounting periods commencing on or after 1 January 2026, with earlier adoption permitted. The directors have opted not to adopt these amendments early, as such, the amendments will be implemented for the accounting year ending 31 December 2026.
The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment with International Financial Reporting Standards, namely IFRS 15 and IFRS 16.
The company is currently planning for the implementation of these changes.
Under the new lease accounting requirements these changes will be applied using the modified retrospective approach which avoids the restatement of comparative figures. The implementation of the changes would see leased assets recognised as Right-of-Use assets on-balance sheet, with a lease liability recognised based on the discounted value of any future commitments, plus payments related to optional extension periods if considered reasonably certain. Exemptions to this approach will be considered for certain short-term leases or low-value assets.
Under the new revenue accounting requirements, management expects these changes to be applied using the modified retrospective approach which avoids the restatement of comparative figures. Management are reviewing the current and expected future revenue transactions to determine the necessary performance obligations, transaction prices, and overall recognition and presentation to ensure compliance with the changes.
As at the date of signing the financial statements, and given the changes relate to future periods, it has been deemed impractical to determine the amounts involved.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Recoverability of intercompany debtor balances
Intercompany debtors are assessed at each reporting date for any indication of impairment. If any such indication exists, the entity determines the recoverable amount of the intercompany debtor. The calculation of recoverable amount involves the use of net assets but, in some cases, it uses projected future cash flows which use estimates and assumptions on various inputs such as turnover, growth rates, margins, earnings multiples, risk-adjusted discount rate, as well as future economic and market conditions.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 27 -
3
Turnover and other revenue
2025
2024
£000
£000
Turnover analysed by class of business
Hardware solutions
65,566
42,441
Software solutions
9,680
1,692
Professional services
20,994
19,314
Customer support services
91,263
98,576
187,503
162,023
2025
2024
£000
£000
Other revenue
Interest income
4,939
7,737
All turnover arose within the United Kingdom.
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£000
£000
Exchange losses/(gains)
2,726
(2,865)
Research and development costs
1,021
2,124
Depreciation of tangible fixed assets
994
374
Amortisation of intangible assets
151
154
Share-based payments
1,009
2,634
Operating lease charges
1,601
2,129
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
75
72
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 28 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Engineering and technical support
364
446
Sales and marketing
52
53
Management and administrative
27
26
Total
443
525
Their aggregate remuneration comprised:
2025
2024
£000
£000
Wages and salaries
30,217
32,363
Social security costs
3,948
4,888
Pension costs
3,075
3,636
Share-based payments
1,009
2,634
38,249
43,521
Redundancy payments made or committed
837
3,593
7
Directors' remuneration
Directors are remunerated by other companies of the group. It is not practical to determine the proportion of their emoluments which relate to their services as directors of this company and hence no recharge is made to the company.
8
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest receivable from group companies
4,939
7,737
Other income from investments
Foreign exchange gain
2,865
Total income
4,939
10,602
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 29 -
9
Interest payable and similar expenses
2025
2024
£000
£000
Interest payable to group undertakings
762
7,330
Foreign exchange loss
2,756
3,518
7,330
10
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
108
377
Adjustments in respect of prior periods
(371)
690
Total UK current tax
(263)
1,067
Foreign current tax on profits for the current period
(29)
52
Total current tax
(292)
1,119
Deferred tax
Origination and reversal of timing differences
(223)
(208)
Adjustment in respect of prior periods
200
(62)
Total deferred tax
(23)
(270)
Total tax (credit)/charge
(315)
849
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
10
Taxation (continued)
- 30 -
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£000
£000
Profit before taxation
4,825
6,631
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
1,206
1,658
Tax effect of expenses that are not deductible in determining taxable profit
28
241
Tax effect of income not taxable in determining taxable profit
(15)
(103)
Tax effect of utilisation of tax losses not previously recognised
(1,245)
(1,627)
Group relief
(62)
Research and development tax credit
(27)
Under/(over) provided in prior years
(371)
690
Deferred tax adjustments in respect of prior years
200
(62)
Foreign taxes
(29)
52
Taxation (credit)/charge for the year
(315)
849
11
Intangible fixed assets
Goodwill
Development costs
Customer relationships
Other
Total
£000
£000
£000
£000
£000
Cost
At 1 January 2025 and 31 December 2025
692
313
510
45
1,560
Amortisation and impairment
At 1 January 2025
631
282
458
38
1,409
Amortisation charged for the year
61
31
52
7
151
At 31 December 2025
692
313
510
45
1,560
Carrying amount
At 31 December 2025
-
At 31 December 2024
61
31
52
7
151
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 31 -
12
Tangible fixed assets
Leasehold land and buildings
Assets under construction
Equipment
Total
£000
£000
£000
£000
Cost
At 1 January 2025
2,259
100
6,287
8,646
Additions
191
38
169
398
Transfers
(100)
100
At 31 December 2025
2,450
38
6,556
9,044
Depreciation and impairment
At 1 January 2025
2,246
4,878
7,124
Depreciation charged in the year
91
903
994
At 31 December 2025
2,337
5,781
8,118
Carrying amount
At 31 December 2025
113
38
775
926
At 31 December 2024
13
100
1,409
1,522
13
Fixed asset investments
2025
2024
Notes
£000
£000
Investments in subsidiaries
14
14,997
14,997
Movements in fixed asset investments
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2025 & 31 December 2025
113,133
Impairment
At 1 January 2025 & 31 December 2025
98,136
Carrying amount
At 31 December 2025
14,997
At 31 December 2024
14,997
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 32 -
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Nature of business
Class of shares held
% Held
Direct
NCR Australia PTY Ltd
Level 9 Tower A, Citadel Towers, 799 Pacific Highway, Chatswood NSW 2067, Australia
Marketing, sales and services business to Australian customers
Ordinary
100
Zynstra Limited
University of Bath Innvovation Centre Carpenter House, Broad Quay, Bath, BA1 1UD, United Kingdom
Business and domestic software development, data processing, hosting and related activities
Ordinary
100
Zynstra Holdings, Inc *
864 Spring Street NW, Atlanta, GA 30308
Holding company
Ordinary
100
Zynstra, Inc *
864 Spring Street NW, Atlanta, GA 30308
Marketing, sales and services within the US
Ordinary
100
*Represents indirect shareholdings.
All of the subsidiary companies trade in their respective countries of incorporation and the principal activities comprise manufacturing, marketing, installation and servicing of business information systems.
15
Stocks
2025
2024
£000
£000
Finished goods and goods for resale
9,083
11,225
In the opinion of the directors, there is no material difference between the carrying value of stock and their replacement cost.
The balance above includes stock provisions of £2,119,000 (2024 - £1,868,000).
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 33 -
16
Debtors
2025
2024
Amounts falling due within one year:
£000
£000
Trade debtors
35,289
50,772
Amounts owed by group undertakings
80,467
140,315
Other debtors
1
10
Prepayments and accrued income
10,644
6,918
126,401
198,015
Deferred tax asset (note 18)
1,338
1,315
127,739
199,330
2025
2024
Amounts falling due after more than one year:
£000
£000
Amounts owed by group undertakings
35,050
Total debtors
162,789
199,330
Amounts owed by group undertakings include an outstanding loan of £27,617,000 (2024: £nil) to NCR Corporation. This is unsecured, is repayable on demand or on the maturity date (11 December 2030) and carries interest at 6.55192% which is payable semi-annually.
Amounts owed by group undertakings include an outstanding loan of £7,433,000 (2024: £nil) to NCR Corporation. This is unsecured, is repayable on demand or on the maturity date (30 December 2030) and carries interest at 6.27141% which is payable semi-annually.
Amounts owed by group undertakings include an outstanding loan of £nil (2024: £80,066,000) to NCR Commerce Cyprus Ltd. This loan was fully repaid in the year.
17
Creditors: amounts falling due within one year
2025
2024
£000
£000
Trade creditors
19,691
17,542
Amounts owed to group undertakings
22,612
71,639
Corporation tax
51
429
Other taxation and social security
3,147
8,331
Other creditors
12
Accruals and deferred income
16,715
14,509
62,216
112,462
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
17
Creditors: amounts falling due within one year (continued)
- 34 -
Amounts owed to group undertakings include an outstanding loan of £nil (2024: £10,800,000) from Zynstra Limited. This loan was fully repaid in the year.
Amounts owed to group undertakings include an outstanding loan of £nil (2024: £35,028,000) from NCR Corporation. This loan was fully repaid in the year.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2025
2024
Balances:
£000
£000
Accelerated capital allowances
34
(113)
Other
-
118
Share based payments
1,148
1,106
Provisions
156
204
1,338
1,315
2025
Movements in the year:
£000
Asset at 1 January 2025
(1,315)
Credit to profit or loss
(23)
Asset at 31 December 2025
(1,338)
Deferred tax is not recognised in respect of capital tax losses of £68,965,000 (2024 - £72,144,000) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
3,075
3,636
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At year end there was £nil (2024: £Nil) included within accruals in relation to defined contribution pension scheme.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 35 -
20
Share-based payment transactions
The company participates in the ultimate holding company's worldwide share compensation program under which the ultimate holding corporation grants options and share rights to eligible employees of its subsidiary companies.
Certain employees of the company along with other group employees have been granted options over the shares in NCR Voyix Corporation. The options are granted with a fixed exercise price, are exercisable three years after the date of grant and expire five years after the date of grant. Employees are required to remain in employment with the group. The group makes annual grants on 30 April each year.
The charge to the profit and loss account and credit in the statement of changes in equity in respect of the share option scheme amounted to £1,009,000 (2024 - £2,634,000).
21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
8,500,001
8,500,001
8,500
8,500
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of debt.
22
Share premium account
The share premium account records the amount above the nominal value received for shares issued, less transaction costs.
23
Capital redemption reserve
The capital contribution reserve relates to the capitalisation of the loans due to an immediate parent company, NCR UK Group Limited in a prior year.
24
Profit and loss reserves
The profit and loss reserves includes all current and prior periods retained profits and losses.
25
Financial commitments, guarantees and contingent liabilities
Bank guarantees of £1,220,000 (2024 - £1,220,000) to third party suppliers were in effect at 31 December 2025.
NCR Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 36 -
26
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£000
£000
Within 1 year
1,313
814
Years 2-5
1,335
922
2,648
1,736
27
Related party transactions
As permitted by FRS102, the company has taken advantage of the disclosure exemption available under that standard in relation to related party transactions with other group companies that are wholly owned within NCR Voyix Corporation group.
28
Ultimate controlling party
The immediate parent undertaking is NCR Voyix Cyprus Limited, a company incorporated in Cyprus and with the address of Lemesou, 80, Strovolos 2014, Lefkosia, Cyprus.
The ultimate parent undertaking and controlling party is NCR Voyix Corporation, a company incorporated in the USA. NCR Voyix Corporation is the smallest and largest group of undertakings to consolidate these financial statements at 31 December 2025. The consolidated financial statements of NCR Voyix Corporation are available publicly from 864 Spring St NW, Atlanta, GA 30308 USA.
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aresiso4217:GBP