Company Registration No. 13928840 (England and Wales)
Total Processing (Holdings) Limited
Annual report and financial statements
for the year ended 31 December 2025
Total Processing (Holdings) Limited
Company information
Directors
R A Pailin
A Leigh
K O'Shea
C K M Lee
Company number
13928840
Registered office
111 Piccadilly
Manchester
England
M1 2HY
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Total Processing (Holdings) Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 16
Total Processing (Holdings) 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

The Company continued to act as a holding company for its trading subsidiaries.

A share issue took place during the year, increasing the Company's share capital by £42,274 to £842,372 held at the year end. A total of £4,185,079 in share premium was recognised on the issue of shares at £0.99 per share.

This corresponded with a share issue in the Company's UAE trading sub, Total Processing Payment Services Provider L.L.C. The Company's investment in the subsidiary, recognised at cost, increased by £4,284,279. The Company recognised a small profit in the year of £95,549 due to foreign exchange gains on the transaction.

The Company also disposed of its Irish subsidiary during the year, derecognising £88 of investment shown at cost.

The Company's net asset position increased to £5,123,000 at 31 December 2025 from £800,098 in the previous financial year.

Future developments

The directors are confident in the future prospects of the Company. The Company remains well placed to capitalise on opportunities in its core markets.

The financial statements have been prepared on a going concern basis. The directors have reviewed cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.

The Company is relying on a letter of support from the parent company which states it will settle the Company's obligations as they fall due, until such time as the trading subsidiaries are able to generate sufficient profits to be in a position to distribute dividends up to the Company.

Principal risks and uncertainties

Being a non-trading company, the directors have recognised that there are limited risks. An assessment of the risks affecting the whole group is shown in the consolidated accounts of the ultimate parent company, Nomu Pay Limited, which are publicly available.

Key performance indicators

There are no key performance indicators for the Company as a non-trading holding company. The directors use several measures to monitor and target the performance of the group as a whole and these can be found in the consolidated accounts of the ultimate parent company, Nomu Pay Limited, which are publicly available.

On behalf of the board

R A Pailin
Director
10 March 2026
Total Processing (Holdings) Limited
Directors' report
For the year ended 31 December 2025
2

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

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:

R A Pailin
A Leigh
K O'Shea
C K M Lee
Auditor

Saffery LLP have expressed their willingness to continue in office.

Statement of directors' responsibilities

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;

- 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.

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.

Total Processing (Holdings) Limited
Directors' report (continued)
For the year ended 31 December 2025
3
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
R A Pailin
Director
10 March 2026
Total Processing (Holdings) Limited
Independent auditor's report
To the members of Total Processing (Holdings) Limited
4
Opinion

We have audited the financial statements of Total Processing (Holdings) Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, 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.

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 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.

Other information

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.

Total Processing (Holdings) Limited
Independent auditor's report
To the members of Total Processing (Holdings) Limited (continued)
5

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' r eport 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 identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Total Processing (Holdings) Limited
Independent auditor's report
To the members of Total Processing (Holdings) Limited (continued)
6

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

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 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.

Simon Kite (Senior Statutory Auditor)
For and on behalf of Saffery LLP
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
10 March 2026
Total Processing (Holdings) Limited
Statement of comprehensive income
For the year ended 31 December 2025
7
2025
2024
Notes
£
£
Administrative expenses
95,549
-
0
Profit before taxation
95,549
-
0
Tax on profit
5
-
0
-
0
Profit for the financial year
95,549
-
0

The income statement has been prepared on the basis that all operations are continuing operations.

Total Processing (Holdings) Limited
Statement of financial position
As at 31 December 2025
8
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
6
5,084,377
800,186
Current assets
Debtors
8
4,227,353
-
0
Creditors: amounts falling due within one year
9
(4,188,730)
(88)
Net current assets/(liabilities)
38,623
(88)
Net assets
5,123,000
800,098
Capital and reserves
Called up share capital
10
842,372
800,098
Share premium account
11
4,185,079
-
0
Profit and loss reserves
11
95,549
-
0
Total equity
5,123,000
800,098
The financial statements were approved by the board of directors and authorised for issue on 10 March 2026 and are signed on its behalf by:
R A Pailin
Director
Company Registration No. 13928840
Total Processing (Holdings) Limited
Statement of changes in equity
For the year ended 31 December 2025
9
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
800,098
-
0
-
0
800,098
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
0
-
0
Balance at 31 December 2024
800,098
-
0
-
0
800,098
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
95,549
95,549
Issue of share capital
10
42,274
4,185,079
-
4,227,353
Balance at 31 December 2025
842,372
4,185,079
95,549
5,123,000
Total Processing (Holdings) Limited
Notes to the financial statements
For the year ended 31 December 2025
10
1
Accounting policies
Company information

Total Processing (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 111 Piccadilly, Manchester, England, M1 2HY.

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 a mounts in these financial statements are rounded to the nearest £.

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. T he company has therefore taken advantage of e xemptions 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Nomu Pay Limited, a company incorporated in the Republic of Ireland. These consolidated financial statements are available from its registered office, 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, Dublin, D04 C5Y6, Ireland.

The company has therefore taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The company did not take such exemptions in the prior year and prepared consolidated accounts for the year ending 31 December 2024.

1.2
Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.true

The Company is relying on a letter of support from the parent company which states it will settle the Company's obligations as they fall due, until such time as the trading subsidiaries are able to generate sufficient profits to be in a position to distribute dividends up to the Company.

Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
11
1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

1.4
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 statement of financial position 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, 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.

Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
12
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group compan ies, 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 paymen ts 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.

A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.6
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.

2
Critical accounting 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investment impairment

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

The assessment for investment impairment requires judgements to be made on each subsidiary's value, which include future cashflow reviews and budgeted performances.

Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
13
3
Operating profit
2025
2024
Operating profit for the year is stated after (crediting):
£
£
Exchange gains
(95,549)
-
0
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0

The cost of the audit fee for the company is borne by the company's operating subsidiary, Total Processing Ltd.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
0
0
5
Taxation

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
95,549
-
0
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
23,887
-
0
Tax effect of income not taxable in determining taxable profit
(23,887)
-
0
Taxation charge for the year
-
-
Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
14
6
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
7
5,084,377
800,186
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
800,186
Additions
4,284,279
Disposals
(88)
At 31 December 2025
5,084,377
Carrying amount
At 31 December 2025
5,084,377
At 31 December 2024
800,186
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Total Processing Limited
1
Ordinary
100
-
Total Processing Payment Services Provider L.L.C
2
Ordinary
100
-

Registered office addresses:

1
111 Piccadilly, Manchester, England, M1 2HY
2
United Arab Emirates

The company disposed of Total Processing Payment Services (Europe) Limited during the year, a company registered in Ireland. The previously held subsidiary was dissolved during the year.

8
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,227,353
-
0
Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
15
9
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
4,188,730
-
0
Other creditors
-
0
88
4,188,730
88
10
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
0
76,005,213
-
0
760,052
B Ordinary shares of 1p each
0
4,004,577
-
0
40,046
Ordinary shares of 1p each
84,237,143
0
842,372
-
0
84,237,143
80,009,790
842,372
800,098
Reconciliation of movements during the year:
Ordinary A
Ordinary B
Ordinary
Number
Number
Number
At 1 January 2025
76,005,213
4,004,577
-
Issue of fully paid shares
-
-
4,227,353
Redesignation of shares
(76,005,213)
(4,004,577)
80,009,790
At 31 December 2025
-
-
84,237,143

During the year, the company redesignated its Ordinary A and B shares to Ordinary Shares.

During the year, 4,227,353 Ordinary shares were issued. The company received £1 per share in consideration from its parent company Nomu Pay Limited, with a total share premium of £4,185,079 arising on the issue (£0.99 per share).

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.

11
Reserves
Share premium

The share premium account represents the excess in consideration received for the issue of the company's shares over their nominal value.

Profit and loss reserves

Profit and loss reserves represents the cumulative profits and losses net of distributions.

Total Processing (Holdings) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
16
12
Ultimate controlling party

The ultimate parent company is Nomu Pay Limited by way of its majority shareholding in the company.

The financial statements of the company are consolidated in the financial statements of Nomu Pay Limited, a company incorporated in the Republic of Ireland. These consolidated financial statements are available from its registered office, 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, Dublin, D04 C5Y6, Ireland.

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