ACCOUNTS - Final Accounts


Caseware UK (AP4) 2019.0.227 2019.0.227 2019-12-312019-12-31truetruetruetruetruetruetruetrueNo description of principal activitytrue2019-01-01false 04591066 2018-12-31 04591066 2019-01-01 2019-12-31 04591066 2018-01-01 2019-06-30 04591066 2019-12-31 04591066 2019-06-30 04591066 2018-01-01 04591066 1 2019-01-01 2019-12-31 04591066 1 2018-01-01 2019-06-30 04591066 d:CompanySecretary1 2019-01-01 2019-12-31 04591066 d:Director1 2019-01-01 2019-12-31 04591066 d:Director2 2019-01-01 2019-12-31 04591066 d:Director2 2019-12-31 04591066 d:RegisteredOffice 2019-01-01 2019-12-31 04591066 e:FurnitureFittings 2019-01-01 2019-12-31 04591066 e:FurnitureFittings 2019-12-31 04591066 e:FurnitureFittings 2019-06-30 04591066 e:FurnitureFittings e:OwnedOrFreeholdAssets 2019-01-01 2019-12-31 04591066 e:ComputerEquipment 2019-01-01 2019-12-31 04591066 e:ComputerEquipment 2019-12-31 04591066 e:ComputerEquipment 2019-06-30 04591066 e:ComputerEquipment e:OwnedOrFreeholdAssets 2019-01-01 2019-12-31 04591066 e:OtherPropertyPlantEquipment 2019-01-01 2019-12-31 04591066 e:OtherPropertyPlantEquipment 2019-12-31 04591066 e:OtherPropertyPlantEquipment 2019-06-30 04591066 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2019-01-01 2019-12-31 04591066 e:OwnedOrFreeholdAssets 2019-01-01 2019-12-31 04591066 e:ComputerSoftware 2019-01-01 2019-12-31 04591066 e:ComputerSoftware 2019-12-31 04591066 e:ComputerSoftware 2019-06-30 04591066 e:IntangibleAssetsOtherThanGoodwill 2019-12-31 04591066 e:IntangibleAssetsOtherThanGoodwill 2019-06-30 04591066 e:CurrentFinancialInstruments 2019-12-31 04591066 e:CurrentFinancialInstruments 2019-06-30 04591066 e:Non-currentFinancialInstruments 2019-12-31 04591066 e:Non-currentFinancialInstruments 2019-06-30 04591066 e:Non-currentFinancialInstruments 3 2019-12-31 04591066 e:Non-currentFinancialInstruments 3 2019-06-30 04591066 e:CurrentFinancialInstruments e:WithinOneYear 2019-12-31 04591066 e:CurrentFinancialInstruments e:WithinOneYear 2019-06-30 04591066 e:Non-currentFinancialInstruments e:AfterOneYear 2019-12-31 04591066 e:Non-currentFinancialInstruments e:AfterOneYear 2019-06-30 04591066 e:ReportableOperatingSegment1 2019-01-01 2019-12-31 04591066 e:ReportableOperatingSegment1 2018-01-01 2019-06-30 04591066 e:ReportableOperatingSegment2 2019-01-01 2019-12-31 04591066 e:ReportableOperatingSegment2 2018-01-01 2019-06-30 04591066 e:UKTax 2019-01-01 2019-12-31 04591066 e:UKTax 2018-01-01 2019-06-30 04591066 e:ShareCapital 2019-01-01 2019-12-31 04591066 e:ShareCapital 2019-12-31 04591066 e:ShareCapital 2018-01-01 2019-06-30 04591066 e:ShareCapital 2019-06-30 04591066 e:ShareCapital 2018-01-01 04591066 e:SharePremium 2019-01-01 2019-12-31 04591066 e:SharePremium 2019-12-31 04591066 e:SharePremium 2018-01-01 2019-06-30 04591066 e:SharePremium 2019-06-30 04591066 e:SharePremium 2018-01-01 04591066 e:RetainedEarningsAccumulatedLosses 2019-01-01 2019-12-31 04591066 e:RetainedEarningsAccumulatedLosses 2019-12-31 04591066 e:RetainedEarningsAccumulatedLosses 2018-01-01 2019-06-30 04591066 e:RetainedEarningsAccumulatedLosses 2019-06-30 04591066 e:RetainedEarningsAccumulatedLosses 2018-01-01 04591066 d:OrdinaryShareClass1 2019-01-01 2019-12-31 04591066 d:OrdinaryShareClass1 2019-12-31 04591066 d:FRS101 2019-01-01 2019-12-31 04591066 d:Audited 2019-01-01 2019-12-31 04591066 d:FullAccounts 2019-01-01 2019-12-31 04591066 d:PrivateLimitedCompanyLtd 2019-01-01 2019-12-31 04591066 e:ComputerSoftware e:ExternallyAcquiredIntangibleAssets 2019-01-01 2019-12-31 04591066 4 2019-01-01 2019-12-31 04591066 e:CurrentFinancialInstruments 7 2019-12-31 04591066 e:CurrentFinancialInstruments 7 2019-06-30 04591066 e:TaxLossesCarry-forwardsDeferredTax 2019-12-31 04591066 e:TaxLossesCarry-forwardsDeferredTax 2019-06-30 iso4217:GBP xbrli:shares xbrli:pure


Registered number: 04591066












TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019



TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

CONTENTS



Page
Company information
 
1
Directors' report
 
2 - 3
Independent auditor's report
 
4 - 6
Income statement
 
7
Statement of financial position
 
8 - 9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 29
 




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)
 
COMPANY INFORMATION


Directors
D I Holden 
G T Velikov (appointed 1 June 2020)




Company secretary
D I Holden



Registered number
04591066



Registered office
1 Royal Exchange

London

England

EC3V 3DG




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH





- 1 -



 
TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

DIRECTORS' REPORT
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the 6 month period ended 31 December 2019.

Director

The director who served during the 6 month period was:

D I Holden 

Results and dividends

The loss for the 6 month period, after taxation, amounted to £380,562 (30 June 2019 - profit £1,697,448).

The director has not declared a dividend for the 6 month period.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Small companies note
 
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act.

- 2 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

DIRECTORS' REPORT (CONTINUED)
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019


Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report was approved by the board and signed on its behalf.
 





D I Holden
Director

Date: 26 June 2020


- 3 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS, AS A BODY, OF TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

Opinion


We have audited the financial statements of Trust Payments (UK) Limited (formerly Securetrading Limited) (the 'company') for the period ended 31 December 2019, which comprise the income statement, the statement of financial position, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its loss for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.




- 4 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS, AS A BODY, OF TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED) (CONTINUED)
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

Other information


The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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.


In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial period 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; or
the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.



- 5 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS, AS A BODY, OF TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED) (CONTINUED)
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement on page 3, 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.


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 auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.





David Hough (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

26 June 2020

- 6 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)
 
INCOME STATEMENT
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

6 month period ended
18 month period ended
31 December 2019
30 June 2019
Note
£
£

  

Revenue
 4 
2,891,550
10,722,688

Cost of sales
  
(372,083)
(1,164,292)

Gross profit
  
2,519,467
9,558,396

Administrative expenses
  
(2,957,815)
(4,577,499)

Other operating income
  
250,016
-

Operating profit before exceptional items
 5 
(188,332)
4,980,897

Exceptional other operating charges
 9 
-
(3,445,488)

Operating profit
  
(188,332)
1,535,409

Interest payable and similar expenses
 7 
(22,230)
(95,744)

(Loss)/profit before taxation
  
(210,562)
1,439,665

Taxation on profit
 8 
(170,000)
257,783

(Loss)/profit for the financial period
  
(380,562)
1,697,448

The profit and loss account has been prepared on the basis that all activities are continuing operations.
There are no items of other comprehensive income for the current period or prior period other than the profit or loss for the period. Accordingly, no statement of other comprehensive income has been presented.


- 7 -



REGISTERED NUMBER:04591066
TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019

31 December 2019
30 June 2019
Note
£
£

  

Fixed assets
  

Intangible assets
 10 
699,077
296,478

Property, plant and equipment
 11 
203,770
258,167

  
902,847
554,645

Current assets
  

Debtors: amounts falling due after more than one year
 12 
-
170,000

Trade and other receivables
 12 
1,896,673
1,832,412

Cash at bank and in hand
  
202,289
491,496

  
2,098,962
2,493,908

Creditors: amounts falling due within one year
 13 
(1,318,940)
(975,203)

Net current assets
  
 
 
780,022
 
 
1,518,705

Total assets less current liabilities
  
1,682,869
2,073,350

Creditors: amounts falling due after more than one year
 14 
(151,549)
(161,468)

Net assets
  
1,531,320
1,911,882


- 8 -



REGISTERED NUMBER:04591066
TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2019

31 December
2019
30 June
2019
Note
£
£

Capital and reserves
  

Called up share capital 
 17 
8,600
8,600

Share premium account
 18 
227,928
227,928

Retained earnings
 18 
1,294,792
1,675,354

Total equity
  
1,531,320
1,911,882


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



D I Holden
Director

Date: 26 June 2020

The notes on pages 11 to 29 form part of these financial statements.


- 9 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019


Called up share capital
Share premium account
Retained earnings
Total equity

£
£
£
£


At 1 January 2018
8,600
227,928
(22,094)
214,434


Comprehensive income for the 18 month period

Profit for the period
-
-
1,697,448
1,697,448
Total comprehensive income for the 18 month period
-
-
1,697,448
1,697,448



At 30 June 2019 and 1 July 2019
8,600
227,928
1,675,354
1,911,882


Comprehensive income for the 6 month period

Loss for the 6 month period
-
-
(380,562)
(380,562)
Total comprehensive income for the 6 month period
-
-
(380,562)
(380,562)


At 31 December 31 December 2019
8,600
227,928
1,294,792
1,531,320



- 10 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

1.


General information

Trust Payments (UK) Limited (formerly SecureTrading Limited) is a private company limited by shares and is incorporated and domiciled in England and Wales. The registered office is 1 Royal Exchange, London, England, EC3V 3DG.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with the Companies Act 2006.
The financial statements have been prepared for a 6 month period from 1 July 2019 to 31 December 2019 in order to align the year end with that of its parent company. Therefore, the comparative figures are not entirely comparable.
The company's financial statements are presented in Sterling (£), which is also the company's functional currency.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member


- 11 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)


2.2
Financial reporting standard 101 - reduced disclosure exemptions (continued)

The company is included in the consolidated financial statements of Trust Payments Limited for the period ended 31 December 2019 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The principal accounting policies applied in the presentation of the financial statements are set out below. These policies have been consistently applied for all the years presented, unless otherwise stated.

 
2.3

Going concern

Trust Payments (UK) Limited (formerly SecureTrading Limited) is a subsidiary of Trust Payments Limited and a member off the "TRUST Group".
The TRUST Group is under the control of Cordet Lending S.a.r.l ("Cordet"). Cordet, along with a minority shareholder Ture Invest AB ("Ture"), together "the Lenders", have provided finance to the wider group of approximately £58.1m at the balance sheet date. The loans are due for repayment between 30 June 2021 and 31 December 2021.
The TRUST Group led by the CEO, together with a new management team have re-aligned the product suite in the payments market and embarked on a new growth trajectory. Detailed forecasts and cashflow projections have been prepared to December 2022 substantiating the growth trajectory, and these forecasts show that the group can continue to meet their working capital requirements and settle these liabilities as they fall due during that period. The forecasts do not allow for the repayment of the facilities with the Lenders but the directors are confident that a satisfactory resolution will be achieved so that these facilities are settled in advance of the repayment dates either through re-financing or deleveraging.
On 11 March 2020 the World Health Organisation declared that the outbreak of Covid-19 represents a pandemic. Consequently the group has revisited its original assessment above in order to consider the impact of the current situation. The group's client base is diversified and is not significantly exposed to the performance of individual sectors. The share of revenue derived from our customers in travel, hospitality and retail has declined since the social distancing measures were put in place in the countries in which we operate.
Consequently, whilst the overall growth in 2020 will not be delivered in the same way or in the same industries as originally planned, the business is robust and has re-focused its sales and marketing efforts in other ways, including contactless and non-physical methods of payment.
The directors have implemented a number of risk management strategies to minimise the risk of exposure to the cash flow movements of merchants in distressed sectors and have remodelled the cash flow forecasts above to allow for the projected impact of the pandemic on the cash flows of the group for that period. These revised projections show that the entity can continue to settle its liabilities as they fall due within existing facilities and the directors have further identified discretionary capital expenditure which can be deferred in order to generate further headroom if it were to prove necessary.
As the group has determined that sufficient cash flows exist for a period of at least twelve months from the date of signing these accounts the directors continue to adopt the going concern basis in the preparation of the financial statements.


- 12 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

  
2.4

Revenue

Revenue, which consists principally of commissions priced as a percentage of transaction value and specified fees per transaction generated from processing of electronic payment services transactions, comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the company’s activities. Revenue is shown net of value added tax, returns, rebates and discounts.
Transaction fees
The company provides a secure value-added payment gateway facility. The company recognises revenue when performance obligations have been satisfied and for the company this is once a transaction has been authorised and processed. The company bills its clients at the end of each month for any transactions that have been authorised and processed during that period. 
Management fees
The company provides payment gateway management services for fellow group companies for a fixed monthly fee. The company recognises revenue on a straight-line basis over a period of time as the performance obligations are satisfied.
Billing of customers
The company bills its customers at the end of each month for the transactions that have been authorised and processed during that period.
Contract assets
Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. 


- 13 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'administrative expenses'. All other foreign exchange gains and losses are presented in the income statement within 'other operating income'.

 
2.6

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the income statement when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.8

Finance costs

Finance costs are charged to the income statement 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.


- 14 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from temporary differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all temporary differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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


- 15 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.


Computer software
Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised through administrative expenses on a straight-line basis over their estimated useful lives of three years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
The assets' carrying amounts and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

 
2.11

Property, plant and equipment

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures, fittings and equipment
-
3 years
Computer systems
-
2-3 years
Right-of-use assets
-
Length of the lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.


- 16 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

  
2.13

Assets held at amortised cost

Assets held at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than:
 
(a) those that the company intends to sell immediately or in the short term, which are classified as held-for trading, and those that the entity upon initial recognition designates as at fair value through profit or loss; or
 
(b) those for which the holder may not recover substantially all of their initial investment, other than because of credit deterioration.

Assets held at amortised cost mainly consist of trade and other receivables. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest model. Where payments are not due for more than one year, they are shown in the financial statements at their net present value to reflect the economic cost of delayed payment. The company provides goods and services to substantially all of its customers on credit terms. 

Directly attributable transaction costs are included in the initial measurement of financial assets and liabilities only with respect to those assets and liabilities that are not subsequently measured at fair value through profit and loss. At each balance sheet date, the company assesses whether there is any objective evidence that any financial asset is impaired.
The company applies the IFRS 9 simplified approach to measuring expected credit losses which use a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.


  
2.14

Trade and other payables

Trade payables comprise obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables include settlement processing obligations representing transactions that have been processed but not yet funded together with funds withheld from merchants that serve as collateral to minimise contingent liabilities associated with any losses that may occur under the merchant agreement (“merchant rolling reserve”).
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.


- 17 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

  
2.15

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. 

  
2.16

Leases

At inception of a contract, the group assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, lass any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the company is reasonably certain to exercise that option. 
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Generally, the group uses its incremental borrowing rate as the discount rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising in rate, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognised as an expense on a straight line basis over the lease term.


- 18 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

3.


Key estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment of trade receivables
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. See note 12 for the net carrying amount of the receivables and associated impairment provision.
Incremental borrowing rate
The company makes an estimate of the incremental borrowing rate which is used to calculate the present value of lease obligations on agreements entered that do not contain an implicit rate of interest. When assessing the incremental borrowing rate management consider current interest rates on group loans and interest rates available in the market place. See note 15 for the future minimum lease payments and the present value of minimum lease payments.


- 19 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

4.


Revenue

Revenue represents amounts receivable for services provided in the normal course of business. Revenue is recognised in line with accrual accounting based on fees received for services provided during the financial year.
The total revenue of the company for the year has been derived from contracts with customers.
The total revenue of the company for the year has been derived from its principal activity, wholly undertaken in the United Kingdom.


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


6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£

Point in time
2,695,886
7,520,287

Over time
195,664
3,202,401

2,891,550
10,722,688



5.


Operating (loss)/profit

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

6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£

Impairment of trade receivables
52,570
87,477

Impairment of other debtors
-
35,973

Depreciation of property, plant and equipment
58,837
374,869

Amortisation of intangible assets
99,759
30,005

Exchange differences
101,309
25,464

Defined contribution pension cost
48,564
115,572

Rent expense on short-term leases
10,983
48,306



- 20 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

6.


Employees

Staff costs, including director's remuneration, were as follows:


6 month period ended 31 December 2019
18 month period ended 30 June 2019
£
£

Wages and salaries
859,664
1,981,043

Social security costs
84,416
209,255

Defined contribution pension cost
48,564
115,572

992,644
2,305,870


The average monthly number of employees, including the directors, during the 6 month period was as follows:


6 month period ended
     31 December
18 month period ended
         30 June
        2019
        2019
            No.
            No.







Sales and administration
4
3



IT
38
34



Management
1
1

43
38


- 21 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

7.


Interest payable and similar expenses

6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£


Finance leases and hire purchase contracts
21,999
91,519

Other interest payable
231
4,225

22,230
95,744


8.


Taxation


6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£

Corporation tax


Adjustments in respect of previous periods
-
(87,783)




Origination and reversal of timing differences
170,000
(170,000)


Taxation on profit/(loss) on ordinary activities
170,000
(257,783)

- 22 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019
 
8.Taxation (continued)


Factors affecting tax charge for the 6 month period/period

The tax assessed for the 6 month period is higher than (2018 - lower than) the standard rate of corporation tax in the UK of 19% (Period ended 30 June 2019 - 19%). The differences are explained below:

6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£


(Loss)/profit on ordinary activities before tax
(210,562)
1,439,665


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
(40,007)
273,536

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
861
657,097

Depreciation in excess of capital allowances for the period/year
600
25,450

Provisions
2,341
-

Adjustments to tax charge in respect of prior periods
-
(87,783)

Unrelieved tax losses carried forward
206,205
-

Recognition of deferred tax in respect of previously unrecognised losses
-
(170,000)

Group relief
-
(956,083)

Total tax charge for the 6 month period/period
170,000
(257,783)


Factors that may affect future tax charges


- 23 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019
 
8.Taxation (continued)

A reduction to the UK corporation tax rate to 17%, effective from 1 April 2020, was substantively enacted as part of the Finance (No. 2) Act 2016 on 6 September 2016. Deferred taxes at the balance sheet date have been measured using the enacted tax rates based on when the timing difference is expected to reverse and reflected in these financial statements.
In the Spring Budget 2020 on, the Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on 17 March 2020.
As the proposal to keep the rate at 19% had not been substantively enacted at the balance sheet date, its effects are not included in these financial statements.
At the end of the period the company had unrecognised tax losses to carry forward against future profits of £5.2m (30 June 2019: £5.3m) but no deferred tax asset (30 June 2019: £170,000) has been recognised due to uncertainty on the timing  of the utilisation of the losses.


9.


Exceptional items

6 month period ended
18 month period ended
31 December 2019
30 June 2019
£
£


Write off of intercompany loans
-
4,275,672

Waiver of intercompany loans
-
(830,184)

-
3,445,488


- 24 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

10.


Intangible assets




Computer software

£



Cost


At 1 January 2019
326,483


Additions
502,358



At 31 December 31 December 2019

828,841



Amortisation


At 1 January 2019
30,005


Charge for the 6 month period 
99,759



At 31 December 31 December 2019

129,764



Net book value



At 31 December 31 December 2019
699,077



At 31 December 30 June 2019
296,478



- 25 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

11.


Property, plant and equipment





Fixtures and fittings
Computer equipment
Right of use assets  Leasehold property
Total

£
£
£
£



Cost or valuation


At 1 January 2019
46,324
1,008,210
258,969
1,313,503


Additions
-
24,019
-
24,019


Disposals
-
(19,579)
-
(19,579)



At 31 December 31 December 2019

46,324
1,012,650
258,969
1,317,943



Depreciation


At 1 January 2019
45,788
959,193
50,355
1,055,336


Charge for the 6 month period
494
36,762
21,581
58,837



At 31 December 31 December 2019

46,282
995,955
71,936
1,114,173



Net book value



At 31 December 31 December 2019
42
16,695
187,033
203,770



At 31 December 30 June 2019
536
49,017
208,614
258,167


- 26 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

12.


Trade and other receivables

31 December 2019
30 June 2019
£
£

Due after more than one year

Deferred tax asset
-
170,000


31 December 2019
30 June 2019
£
£

Due within one year

Trade receivables
605,264
761,507

Amounts owed by group undertakings
1,216,909
979,687

Other receivables
10,898
5,823

Prepayments and accrued income
63,602
85,395

1,896,673
1,832,412


Trade receivables are stated after provisions for impairment of £54,603 (30 June 2019: £64,354), relating to receivables arising from contracts with customers.
Included in prepayments and accrued income are contract assets of £23,000 (30 June 2019: £27,061).


13.


Current liabilities

31 December 2019
30 June 2019
£
£

Trade payables
670,980
471,841

Other taxation and social security
313,468
194,138

Lease obligations
59,521
99,482

Other payables
13,661
1,071

Accruals and deferred income
261,310
208,671

1,318,940
975,203



- 27 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

14.


Non-current liabilities

31 December 2019
30 June 2019
£
£

Lease obligations
151,549
161,468



15.

Leases

The company has future minimum lease payments of:


31 December 2019
30 June 2019
£
£



Within one year
64,899
104,472

Between 1-5 years
246,410
282,470

311,309
386,942

The present value of  minimum lease payments is analysed as follows:









16.


Deferred taxation




31 December 2019


£






At beginning of year
170,000


Credited to profit or loss
(170,000)



At end of year
-

The deferred tax asset is made up as follows:

31 December 2019
30 June 2019
£
£


Tax losses carried forward
-
170,000


- 28 -




TRUST PAYMENTS (UK) LIMITED (FORMERLY SECURETRADING LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2019

17.


Share capital

31 December 2019
30 June 2019
£
£
Allotted, called up and fully paid



86,000,000 Allotted, called up and fully paid shares of £0.0001 each
8,600
8,600

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



18.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


19.


Contingent liabilities

The company has given security over its assets in respect of its immediate parent company's loan facilities of up to an amount of £58.1m (30 June 2019: £45.6m).


20.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £48,564 (Period ended 30 June 2019 - £115,572). Contributions totalling £12,320 (30 June 2019: £nil) were payable to the fund at the reporting date and are included in creditors.


21.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is Trust Payments Limited which is the parent undertaking of the smallest group of undertakings for which group financial statements, whose registered office is at 1 Royal Exchange, London, England, EC3V 3DG. Copies of the group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.
There is no one controlling party. The ultimate parent company is CORDET Direct Lending SCSp, an entity incorporated in Luxembourg.

 

- 29 -