Registered number: 11976726
TRUST PAYMENTS HOLDINGS LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TRUST PAYMENTS HOLDINGS LTD
CONTENTS
TRUST PAYMENTS HOLDINGS LTD
COMPANY INFORMATION
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic Report of the Group for the year ended 31 December 2025.
Principal activities
The Group’s principal activities consist of the provision of online and in-store technology solutions together with fully integrated payment processing services to allow merchants and partners to support commerce across all channels. With this, key services include regulated merchant acquiring services alongside full scope payment services provider.
Business review
Our mission through 2025 and beyond is to deliver innovative solutions to merchants and partners to facilitate online and in-person payments options to help businesses grow sustainably.
Throughout FY25, the Group has continued to focus on delivering a high quality of services to merchants, partners and key stakeholders through our full suite of omnichannel payment services.
Following on from a challenging end of FY24, the business continued to take the difficult decisions required to ensure that our focus on merchants and partner growth and service was at the forefront of the decisions that were made.
Our commitments to our core markets of the UK and Europe remains strong with hiring continuing in continental Europe alongside a new office in one of Malta’s most desired buildings.
We are able to offer our merchants a variety of integrated payment solutions whether that is in-store through ePOS, SoftPOS or traditional terminals through to data led online payment acquiring designed to facilitate increased acceptance rates for our merchants.
Significant effort was made during 2024 and 2025 to ensure that the underlying portfolio of merchants is sustainable for the business and facilitates growth for the Group on a longer-term basis. Whilst this did result in an overall decrease in the revenues and volumes generated, the business took this decision to ensure that the business is on solid ground for substantial growth over the longer term.
To ensure sustainability moving forwards, focus continues to be applied to the development of new products ensuring that these are not only value accretive for our merchants but also continue to differentiate us from others in the market.
Our mission through 2025 and beyond is to deliver innovative solutions to merchants and partners to facilitate online and in-person payments options to help businesses grow sustainably.
Throughout FY25, the Group has continued to focus on delivering a high quality of services to merchants, partners and key stakeholders through our full suite of omnichannel payment services.
Following on from a challenging end of FY24, the business continued to take the difficult decisions required to ensure that our focus on merchants and partner growth and service was at the forefront of the decisions that were made.
Our commitments to our core markets of the UK and Europe remains strong with hiring continuing in continental Europe alongside a new office in one of Malta’s most desired buildings.
We are able to offer our merchants a variety of integrated payment solutions whether that is in-store through ePOS, SoftPOS or traditional terminals through to data led online payment acquiring designed to facilitate increased acceptance rates for our merchants.
Significant effort was made during 2024 and 2025 to ensure that the underlying portfolio of merchants is sustainable for the business and facilitates growth for the Group on a longer-term basis. Whilst this did result in an overall decrease in the revenues and volumes generated, the business took this decision to ensure that the business is on solid ground for substantial growth over the longer term.
To ensure sustainability moving forwards, focus continues to be applied to the development of new products ensuring that these are not only value accretive for our merchants but also continue to differentiate us from others in the market.
The directors consider Net Revenue, Gross Profit and Adjusted EBITDA to be the primary Key Performance Indicators.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Key Performance Indicators (continued)
2025 2024
£m £m
Net Revenue (1) 88.9 93.9
Gross Profit 48.8 53.6
Adjusted EBITDA (2) 1.4 1.2
(1) Net revenue is defined as total revenue less interchange and scheme fees.
(2) Adjusted EBITDA is calculated as Earnings before interest, taxation, depreciation, amortisation, foreign exchange and losses and impairment.
The principal risks and uncertainties facing the business are set out below. These risks are regularly monitored and considered by the Board and Group Risk Committee.
Regulatory, compliance and capital risk
The Trust Group holds licenses in both the UK (regulated by the FCA) and in Malta (regulated by the MFSA) regulated as a PI. Our risk is non-compliance with the relevant regulatory requirements.
We have a strong regulatory and compliance framework and have a number of tools at our disposal both for transaction monitoring (AML, sanction checks, risk mitigation) and also at the enterprise level including but not limited to internal and external audits over our regulatory compliance.
This also encapsulates capital risk given the regulatory requirements in the UK. Minimum capital requirements have been maintained at all times through the financial period. Any material changes to the capital structure would be board approved before notifying the relevant regulator.
Liquidity risk
Liquidity risk is the risk that the business cannot meet its financial obligations when they fall due. It includes funding risk which is the risk that the business does not have sufficient stable sources of funding to meet its financial obligations.
All interest charged on the secured debt is Payment in Kind (PIK) and added to the principal. At least until term/repayment, no liquidity risk arises in this regard.
The Group finances operations through a mixture of primary capital, debt and our day-to-day operations. Our focus continues to be that the overall spend of the business is concomitant with the revenue from our primary products.
Liquidity risk is actively managed with both our regulated entities cash requirements and the Group's requirements reviewed to ensure no gaps exist.
Regulatory, compliance and capital risk
The Trust Group holds licenses in both the UK (regulated by the FCA) and in Malta (regulated by the MFSA) regulated as a PI. Our risk is non-compliance with the relevant regulatory requirements.
We have a strong regulatory and compliance framework and have a number of tools at our disposal both for transaction monitoring (AML, sanction checks, risk mitigation) and also at the enterprise level including but not limited to internal and external audits over our regulatory compliance.
This also encapsulates capital risk given the regulatory requirements in the UK. Minimum capital requirements have been maintained at all times through the financial period. Any material changes to the capital structure would be board approved before notifying the relevant regulator.
Liquidity risk
Liquidity risk is the risk that the business cannot meet its financial obligations when they fall due. It includes funding risk which is the risk that the business does not have sufficient stable sources of funding to meet its financial obligations.
All interest charged on the secured debt is Payment in Kind (PIK) and added to the principal. At least until term/repayment, no liquidity risk arises in this regard.
The Group finances operations through a mixture of primary capital, debt and our day-to-day operations. Our focus continues to be that the overall spend of the business is concomitant with the revenue from our primary products.
Liquidity risk is actively managed with both our regulated entities cash requirements and the Group's requirements reviewed to ensure no gaps exist.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Foreign Currency Risk
Foreign currency risk is the risk that the Group sustains losses through adverse movements in market exchange rates.
The Group’s business is exposed to foreign exchange risk through the processing of merchant funds in non like for like currencies and remitting to merchants in currencies other than their processing currencies.
The Group manages this risk through active treasury management of the resources available ensuring matching currencies to remittances currencies as much as is practical. The Group operates globally and therefore carries reporting risk associated with balances held in currencies other than GBP. This is actively managed by assessing the impact of the transactions ahead of executing the transaction.
Customer Risk
Customer risk is the impact of changes in relationships with its customers and suppliers.
It is a key task for the management in each business to maintain and develop future relationships with customers and suppliers and this will continue to ensure positive commercial relationships for all parties.
Credit Risk
Given the operations of the business, credit risk for the Group amounts to both chargeback/fraud risk and trade receivables recovery risk.
In 2025, the Group continued to adjust its management of merchant insolvency risk via chargebacks and fraud to remove those merchants that were outside of the Group's risk appetite. This included offboarding a number of merchants who no longer sat within the appetite for loss that the business had. The Group Credit Risk committee meet on a monthly basis to review the current exposure and make the relevant changes where appropriate.
Trade receivables are now actively managed through all mechanisms available including insurance and those of offsetting against current processing where a merchant is still trading with the Group.
Cyber risk
Cyber risk encompasses the potential harm or disruption to an organization’s operations, assets or data caused by cyber-attacks, data security breaches, or technological vulnerabilities. This risk includes threats such as malware, phishing attacks, ransomware, and insider threats and it requires robust cybersecurity measures, employee training, and incident response plans to mitigate effectively. Managing cyber risk involves ongoing monitoring, threat intelligence analysis, and continuous improvement of security controls and protocols. The Company manages cyber risk as part of its overall risk management framework. Cyber risks are discussed and reported at the Group Risk Committee.
The Group maintains an information security framework designed to prevent, detect and respond to cybersecurity incidents. This includes technical and organisational controls, monitoring of systems, incident response procedures, and periodic assessments of vulnerabilities, including those arising from third-party service providers. Notwithstanding these measures, no system can be completely secure and the occurrence of a significant cybersecurity incident could materially and adversely affect the Group's operations, financial performance and strategic objectives.
Cyber risk is monitored on an ongoing basis by management and escalated to the Board as appropriate, taking into consideration the evolving threat landscape and applicable regulatory requirements. During the year, the Group was subject to a reportable incident and affected all of the reporting required to the regulators under the applicable legislation.
Given the operations of the business, credit risk for the Group amounts to both chargeback/fraud risk and trade receivables recovery risk.
In 2025, the Group continued to adjust its management of merchant insolvency risk via chargebacks and fraud to remove those merchants that were outside of the Group's risk appetite. This included offboarding a number of merchants who no longer sat within the appetite for loss that the business had. The Group Credit Risk committee meet on a monthly basis to review the current exposure and make the relevant changes where appropriate.
Trade receivables are now actively managed through all mechanisms available including insurance and those of offsetting against current processing where a merchant is still trading with the Group.
Cyber risk
Cyber risk encompasses the potential harm or disruption to an organization’s operations, assets or data caused by cyber-attacks, data security breaches, or technological vulnerabilities. This risk includes threats such as malware, phishing attacks, ransomware, and insider threats and it requires robust cybersecurity measures, employee training, and incident response plans to mitigate effectively. Managing cyber risk involves ongoing monitoring, threat intelligence analysis, and continuous improvement of security controls and protocols. The Company manages cyber risk as part of its overall risk management framework. Cyber risks are discussed and reported at the Group Risk Committee.
The Group maintains an information security framework designed to prevent, detect and respond to cybersecurity incidents. This includes technical and organisational controls, monitoring of systems, incident response procedures, and periodic assessments of vulnerabilities, including those arising from third-party service providers. Notwithstanding these measures, no system can be completely secure and the occurrence of a significant cybersecurity incident could materially and adversely affect the Group's operations, financial performance and strategic objectives.
Cyber risk is monitored on an ongoing basis by management and escalated to the Board as appropriate, taking into consideration the evolving threat landscape and applicable regulatory requirements. During the year, the Group was subject to a reportable incident and affected all of the reporting required to the regulators under the applicable legislation.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Cyber risk (continued)
During the year, the Group was subject to a zero-day vulnerability attack via a third party system. The Group immediately contained the threat to prevent additional data loss and notified both data and financial regulators alongside potentially impacted merchants and appropriate suppliers. This zero-day vulnerability was outside of the payments system and did not impact payment processing. Up to the date of signing of the financial statements, the impact assessment continues to be performed with advice being obtained from both forensic technology experts and appropriate legal counsel. The Group continues to actively engage with data and financial regulators for full transparency.
Trust Payments Holding Ltd and its subsidiaries (together “the Group”) are under the control of Cordet Direct Lending SCSp, managed by CORDET Capital Partners LLP as its investment management (“Cordet”). Cordet has arranged and provided finance to the Group of £238m, at the balance sheet date.
Debt is repayable between December 2027 and April 2028.
As at 31 December 2025, the balance sheet shows that the Group is in a net current liability and net liability position primarily due to the long-term debt and the associated PIK interest which has been accruing on the principal balance.
In considering the appropriateness of the going concern basis of preparation and whether any material uncertainty that would cast doubt over the Group and the Company’s ability to continue as a going concern, the directors have considered the following conditions:
Debt is repayable between December 2027 and April 2028.
As at 31 December 2025, the balance sheet shows that the Group is in a net current liability and net liability position primarily due to the long-term debt and the associated PIK interest which has been accruing on the principal balance.
In considering the appropriateness of the going concern basis of preparation and whether any material uncertainty that would cast doubt over the Group and the Company’s ability to continue as a going concern, the directors have considered the following conditions:
∙The principal risks to the business, which are set out in the strategic report;
∙Cost base with a sustainable portfolio which is primed for growth;
∙Sufficiency of cashflow to fund the day-to-day operations of the business and meet its regulatory requirements; and
∙The Group’s ability to renew, refinance or repay the loans before their respective repayment dates.
In assessing the sufficiency of cashflow the management team have prepared detailed forecasts and cashflow projections to December 2027 (presented to and approved by the board of directors). Although the revenue is smaller than historically, the decision to rebalancing the portfolio has shown results with growth in the underlying portfolio through FY25 and into FY26 despite the reduction in high margin verticals which have ensured that the business has continued to meet its obligations as they fall due. The Group is currently generating cash from its operations and currently there are no concerns over the Group's ability to continue to meet its liabilities as they fall due.
As with any business, the Group could be subject to unknown or unquantified shocks (for example the data incident) which cannot be included in cashflow forecast. To the extent they occur, Cordet, as shareholders and debt holders of the Group, continue to be supportive and as demonstrated through the additional liquidity provided during FY25, will continue to do so. The Group however is now generating cash from its day to day operations and will continue to prudently invest this cash in future products to continue to provide a high quality of service to our merchants.
Having considered the above factors, the directors believe that the Group is able to manage its risk satisfactorily and have a reasonable expectation that the Company and Group have adequate resources to continue in operation for the foreseeable future and at least 12 months from the signing date of these financial statements. As a result, the directors have concluded that no material uncertainty that would cast significant doubt over the Group and the Company’s ability to continue as a going concern exists.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Work has been completed through FY24 and FY25 to ensure that the business has a solid foundation with strong relationships with regulators, card schemes and merchants. This foundational work ensures that the services being provided are scalable as merchants grow and also provide the correct footing to continue to be innovative in our approach.
As a data first business, we’ve embraced AI and will continue to enhance our merchant experience through our onboarding, transaction monitoring and data analytical tools available.
The integration between our payments business and our retail ISV will continue to grow with merchant taking advantage of our full suite of retail technologies also benefiting from our PSP services.
As a data first business, we’ve embraced AI and will continue to enhance our merchant experience through our onboarding, transaction monitoring and data analytical tools available.
The integration between our payments business and our retail ISV will continue to grow with merchant taking advantage of our full suite of retail technologies also benefiting from our PSP services.
Streamlined Energy Carbon Reporting
Under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, Trust Payments Holdings Ltd are mandated to disclose their UK energy use and associated greenhouse gas emissions. Specifically, we are required to report, as a minimum, energy use and associated GHG emissions relating to natural gas, electricity and transport fuel, as well as an intensity ratio and a narrative on energy efficiency action taken over the year.
The reporting scope in the table below includes the following in the organisational boundary, following an operational control approach:
The reporting scope includes the following energy sources (split between mandated figures with a total, and additional voluntary figures):
∙Electricity used for Trust Payments Ltd at occupied buildings (scope 2, see row 1 in table above)
∙Gas used to heat Trust Payments Ltd occupied buildings (scope 1, see row 2 in table above)
∙Transport fuel used for Trust Payments Ltd (scope 3, see row 3 in table above), which includes business mileage in personal vehicles.
∙Transport fuel used for Trust Payments Ltd (scope 3, see row 4 in table above), which includes business mileage in company owned and hire vehicles.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Methodology
There is no prescribed reporting methodology under the legislation, although for effective emissions management and transparency it is important that robust and accepted methods are used. Electricity, Gas Usage and Transport fuel data is collated monthly or as frequently as it becomes available, and used for ongoing analysis. Trust Payments Ltd has assessed greenhouse gas emissions using the ‘GHG Reporting Protocol – A Corporate Accounting and Reporting Standard’ and in accordance with Defra’s ‘Environmental Reporting guidelines: including Streamlined Energy and Carbon Reporting requirements’.
For some data sources, assumptions have been used where energy and carbon use cannot be calculated exactly from primary data. This includes instances where there was not a full 12 month set of primary data available for the reporting period. These are recorded and any changes in source data and methodology in future years will be notified. All carbon emissions factors are taken from ‘UK Government GHG Conversion Factors for Company Reporting’ issued by Defra and BEIS, for the appropriate years.
For some data sources, assumptions have been used where energy and carbon use cannot be calculated exactly from primary data. This includes instances where there was not a full 12 month set of primary data available for the reporting period. These are recorded and any changes in source data and methodology in future years will be notified. All carbon emissions factors are taken from ‘UK Government GHG Conversion Factors for Company Reporting’ issued by Defra and BEIS, for the appropriate years.
The reporting scope covers energy used over the reporting period from 1 January 2025 – 31 December 2025, in line with the financial year. Data from 2024 has also been included as a comparator.
Year-on-year comparison
Overall energy consumption across the UK business decreased in 2025 compared with the previous year. Absolute energy consumption decreased by 34% in 2025, this decrease was seen across electricity, gas and business transport usage.
Across the UK sites year-on-year electricity usage decreased by 19.4% and gas usage was 55% lower than in 2024. Business travel in employee owned vehicle activity was 56% less than in 2024.
These reductions in energy consumption also reduced the associated carbon emissions, in 2025 total emissions reduction compared with 2024 was 42.5%. This carbon emissions saving is mostly attributed to the overall reduction in energy consumption but is also linked to improvements in the carbon intensity of the UK electricity grid.
In 2025 the business implemented several measures driving energy and carbon emission reductions. Individual measures included:
∙Retiring Company Van – In February 2025 the sole company owned vehicle was retired.
∙Office Closure – In May 2025 the Royal Exchange office was exited.
∙Window upgrades – New more energy efficient windows were installed at the Bournemouth office.
∙Hybrid working model – The business continues to promote hybrid working practices, which lower the
energy consumption demand within the offices.
energy consumption demand within the offices.
Along with the above energy efficiency measures the business will continue to target further efficiency improvements to reduce overall energy consumption.
.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the Group for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long-term
The directors believe that they have acted in the way they consider, in good faith, to promote the long-term success of the Group and deliver sustainable growth. Governance of the Group is formalised in regular board meeting for both the Group and at regulated entity level with appropriate input from strategic advisors. Financial plans are prepared allowing for the correct level of involvement and the relevant challenge applied to the decisions that are taken within the plans.
b) The interests of the Group's employees
The directors consider our people to be a key and critical asset to the business, and their interests are considered when strategic decisions are taken. The directors have continued to ensure that appropriate investment is made into the people whether through training or other such initiatives.
c) The need to foster the Group's business relationships with suppliers, customers and others
The directors ensure that the relevant codes of conduct that apply internally are considered appropriately when engaging with all stakeholders including suppliers and customers. Adequate budget and time are given to ensuring the development of social, ethical and environmental responsible policies are in place to foster the correct culture within the business.
d) The impact of the Group's operations on the community and environment
The directors are mindful of the Global nature of the business and the impact that it has in all of its operations. The Group has an environmental committee to best look at how to facilitate policies and procedures that are commensurate with the aims of the business as set out by the directors. Examples of this include carbon offsetting for any emissions generated through our Global business. Community days are offered to all employees and actively encouraged to be taken to support the local communities in which the business is operating.
e) The desirability of maintaining a reputation for high standards of business conduct
The directors consider it of vital importance that the highest standards of professional conduct are maintained through all business processes and transactions. Strong ethical behaviour is one of the key pillars that underpin how the Group wants to operate whether this is through our robust data protection, anti-money laundering or cyber security processes.
f) The need to act fairly between members of the Group
As a Global group, each part, irrespective of global jurisdiction is collectively working to achieve the same goals as set out by the directors and the leadership of the Group.
The framework for employee measurement and goal setting is consistent from the executive team right throughout the business to ensure that we are collectively moving in the same direction.
The executive team, although geographically dispersed, meet on a weekly basis and each sit on different committees and boards for the various entities around the world.
The framework for employee measurement and goal setting is consistent from the executive team right throughout the business to ensure that we are collectively moving in the same direction.
The executive team, although geographically dispersed, meet on a weekly basis and each sit on different committees and boards for the various entities around the world.
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TRUST PAYMENTS HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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TRUST PAYMENTS HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
All our recruitment activity is accessible to all candidates and candidates are asked as part of the screening process whether any reasonable adjustments are needed to enable them to fully participate in our selection process.
All employees complete Equality & Diversity training through TrustLearn, our Learning portal during their onboarding.
We are committed to ensuring our culture is inclusive for all and we are an organisation that supports and actively encourages all employees to be their authentic self and our D&I Committee is fully involved in the business.
Employees
Communication is key for the Group to engage with its employees globally. There are formal ways that the business shares information with employees in addition to line managers directly cascading information throughout the Group, including quarterly 'One Trust' Townhalls. Each department also contributes to the internal quarterly newsletter and the use of our Group intranet, TrustNET is also available. Employees are invited annually to participate in the Best Companies Employee Engagement survey and employee feedback is shared and action plans are implemented that address any opportunities for continuous improvement.
Several Management employees are shareholders in the Group and the broader organisation are either on sales incentive plans or are part of the wider group short term incentive scheme. All these reward programmes ensure that employees understand their involvement and can fully play a part in the overall success of Trust Payments as a business.
All employees are fully briefed on the financial performance of the Group and informed of any financial and economic factors impacting the business in our regular townhalls and where necessary, an exceptional townhall or written communication is shared as appropriate.
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TRUST PAYMENTS HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Employee engagement statement
Directors have an 'open door' policy which employees value having shared this feedback as part of our Employee Engagement survey. Employees feel positive that the Executive Committee are very accessible to them. This level of openness is a key strength within our employee centric culture. This level of interaction is in addition to the formal communications that take place internally.
A People update is shared monthly within the overall Board Report and the Chief People Officer interacts with directors on a regular basis ensuring that they are fully aware of any people related activities and employee interests.
This report was approved by the board and signed on its behalf.
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TRUST PAYMENTS HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Group's strategic report, directors' report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom and the separate Parent Company financial statements under Financial Reporting Standard 101 (FRS 101 Reduced Disclosure Framework).
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the United Kingdom, subject to any material departures disclosed and explained in the financial statements;
∙state whether the separate financial statements have been prepared in accordance with FRS 101 Reduced Disclosure Framework, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
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TRUST PAYMENTS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS HOLDINGS LTD
We have audited the financial statements of Trust Payments Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of financial position, the Company statement of financial position, the consolidated statement of changes in equity, the Company statement of changes in equity, the consolidated statement of cash flows and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
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 Group and the Parent 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.
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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TRUST PAYMENTS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS HOLDINGS LTD (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the directors' report.
Responsibilities of directors
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TRUST PAYMENTS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS HOLDINGS LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team, including significant component auditors, collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Group and Parent Company through discussions with directors and other management, and from our commercial knowledge and experience of the technology sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and Parent Company, including the Companies Act 2006, taxation legislation, employment legislation, Payment Card Industry Data Security Standards, Payment Services Regulations, Financial Conduct Authority (FCA) regulations, Malta Financial Services Authority (MFSA) regulations, anti-money laundering legislation and GDPR;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group and Parent Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias;
∙investigated the rationale behind significant or unusual transactions;
∙performed testing of revenue streams; and
∙reviewed the findings of audit work performed by auditors of significant components.
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TRUST PAYMENTS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS HOLDINGS LTD (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims;
∙reviewing correspondence with HMRC, FCA, and Payment Card Industry Security Standards Council approved assessors; and
∙reviewing the findings of audit work performed by auditors of significant components in relation to reviewing correspondence with the MFSA and work performed to confirm compliance with regulatory requirements.
Our risk assessment findings for both non-compliance with laws and regulations and the susceptibility of the Group’s financial statements to material misstatement arising from fraud were communicated with component auditors so that they could include them within their own risk assessment procedures and include, where appropriate audit procedures in response to such risks in their work.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
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TRUST PAYMENTS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUST PAYMENTS HOLDINGS LTD (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Page 17
TRUST PAYMENTS HOLDINGS LTD
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 18
TRUST PAYMENTS HOLDINGS LTD
STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 29 to 81 form part of these financial statements.
Page 19
TRUST PAYMENTS HOLDINGS LTD
REGISTERED NUMBER: 11976726
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Page 20
TRUST PAYMENTS HOLDINGS LTD
REGISTERED NUMBER: 11976726
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements on pages 18 to 81 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 29 to 81 form part of these financial statements.
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TRUST PAYMENTS HOLDINGS LTD
REGISTERED NUMBER: 11976726
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The Parent Company's loss for the year was £96,303 (2024: £127,859 ).
The financial statements on pages 18 to 81 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 29 to 81 form part of these financial statements.
Page 22
TRUST PAYMENTS HOLDINGS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 23
TRUST PAYMENTS HOLDINGS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 24
TRUST PAYMENTS HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 25
TRUST PAYMENTS HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 26
TRUST PAYMENTS HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 27
TRUST PAYMENTS HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 29 to 81 form part of these financial statements.
Page 28
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Trust Payments Holdings Limited is a private company limited by shares and is incorporated and domiciled in England and Wales. The registered office is 27 Old Gloucester Street, London, England, WC1N 3AX.
The Group’s principal activities consist of the provision of online and in-store technology solutions together with fully integrated payment processing services to allow merchants and partners to support commerce across all channels. With this, key services include regulated merchant acquiring services alongside full scope payment services provider.
The Group’s principal activities consist of the provision of online and in-store technology solutions together with fully integrated payment processing services to allow merchants and partners to support commerce across all channels. With this, key services include regulated merchant acquiring services alongside full scope payment services provider.
The Parent Company's principal activity is that of a holding company.
These general purpose financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), as adopted by the United Kingdom.
The Parent Company's financial statements are presented in Sterling (£), which is also the Group's presentational currency.
The following accounting policies have been applied:
2.Accounting policies
The consolidated financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the UK ("Adopted IFRSs"). The separate parent financial statements of the Company are prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101 (FRS 101).
The Parent Company has taken advantage of the following disclosure exemptions under FRS 101:
The Group and separate Parent Company financial statements have been prepared under the historic cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss.
Page 29
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
New and amended standards adopted by the Group
The Group has applied the following new and amended standards for the first time for its annual reporting period commencing 1 January 2025:
The Group has applied the following new and amended standards for the first time for its annual reporting period commencing 1 January 2025:
∙Lack of Exchangeability – Amendments to IAS 21
The amendments to IAS 21 provide guidance on assessing whether a currency is exchangeable into another currency and how to determine the appropriate exchange rate when exchangeability is lacking.
The adoption of these amendments did not have a material impact on the Group’s consolidated financial statements.
New and amended standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the year ended 31 December 2025 and have not been early adopted by the Group. The Group’s assessment of the impact of these standards and amendments is set out below.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to address issues arising in practice and to introduce new disclosure requirements for both financial institutions and corporate entities.
The Group does not expect these amendments to have a material impact on its operations or financial statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027)
IFRS 19 permits eligible subsidiaries of parent entities reporting under IFRS Accounting Standards to apply reduced disclosure requirements.
The Group does not expect IFRS 19 to have a material impact on its operations or financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)
IFRS 18 replaces IAS 1 Presentation of Financial Statements and introduces new requirements intended
to improve comparability and transparency in financial reporting.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
New and amended standards and interpretations not yet adopted (continued)
While IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive. Management is currently assessing the detailed implications of applying the new standard on the Group’s financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:
While IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive. Management is currently assessing the detailed implications of applying the new standard on the Group’s financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:
∙Although the adoption of IFRS 18 will have no impact on the Group’s net profit, the Group expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the Group has performed, the following items might potentially impact operating profit:
∙Foreign Exchange differences currently aggregated in the line item ‘other income and other gains/(losses) – net’ in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit.
∙The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation.
∙The Company does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:
∙management-defined performance measures;
∙a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and
∙for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.
∙From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the previous financial year will be restated in accordance with IFRS 18.
The directors do not expect that the adoption of the new standard and amendments to the existing standards listed above will have a material impact on the consolidated financial statements of the Group in future periods.
Page 31
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The financial statements consolidate the financial statements of the Parent Company and its subsidiary undertakings drawn up to 31 December 2025.
All undertakings over which the Group exercises control, being the power to govern the financial and operating policies so to obtain benefits from their activities, are consolidated as subsidiary undertakings. Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
On consolidation, assets and liabilities of foreign undertakings are translated into sterling at period end exchange rates. The results of foreign undertakings are translated into sterling at average rates of exchange for the period (unless this average is not a reasonable approximation of the cumulative effects of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign exchange differences arising on the retranslation of foreign undertakings are recognised directly in a separate component of equity, the translation reserve.
All undertakings over which the Group exercises control, being the power to govern the financial and operating policies so to obtain benefits from their activities, are consolidated as subsidiary undertakings. Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
On consolidation, assets and liabilities of foreign undertakings are translated into sterling at period end exchange rates. The results of foreign undertakings are translated into sterling at average rates of exchange for the period (unless this average is not a reasonable approximation of the cumulative effects of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign exchange differences arising on the retranslation of foreign undertakings are recognised directly in a separate component of equity, the translation reserve.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Trust Payments Holdings Ltd, and its subsidiaries (together “the Group") are under the control of Cordet Direct Lending SCSp, managed by CORDET Capital Partners LLP as its investment manager ("Cordet"). Cordet has arranged and provided finance to the Group of £238m, at the balance sheet date.
Debt is repayable between December 2027 and April 2028.
Debt is repayable between December 2027 and April 2028.
As at 31 December 2025, the balance sheet shows that the Group is in a net current liability and net liability position primarily due to the long-term debt and the associated PIK interest which has been accruing on the principal balance.
In considering the appropriateness of the going concern basis of preparation and whether any material uncertainty that would cast doubt over the Group and the Parent Company’s ability to continue as a going concern exists, the directors have considered the following conditions:
∙The principal risks to the business, as set out in the Strategic Report;
∙Cost base with a sustainable portfolio which is primed for growth;
∙Sufficiency of cashflow to fund the day-to-day operations of the business and meet its regulatory requirements; and
∙The Group’s ability to renew, refinance or repay the loans before their respective repayment dates.
In assessing the sufficiency of cashflow the management team have prepared detailed forecasts and cashflow projections to December 2027 (presented to and approved by the board of directors). Although the revenue is smaller than historically, the decision to rebalancing the portfolio has shown results with growth in the underlying portfolio through FY25 and into FY26 despite the reduction in high margin verticals which have ensured that the business has continued to meet its obligations as they fall due. The Group is currently generating cash from its operations and currently there are no concerns over the Group's ability to continue to meet its liabilities as they fall due.
As with any business, the Group could be subject to unknown or unquantified shocks (for example the data incident) which cannot be, and have not, been included in cashflow forecasts. To the extent they occur, Cordet, as shareholders and debt holders of the Group, continue to be supportive and as demonstrated through the additional liquidity provided during FY25, will continue to do so. The Group however is now generating cash from its day to day operations and will continue to prudently invest this cash in future products to continue to provide a high quality of service to our merchants.
Having considered the above factors, the directors believe that the Group is able to manage its risk satisfactorily and have a reasonable expectation that the Parent Company and Group have adequate resources to continue in operation for the foreseeable future and at least 12 months from the signing date of these financial statements. As a result, the directors have concluded that no material uncertainty that would cast significant doubt over the Group and the Parent Company’s ability to continue as a going concern exists.
As with any business, the Group could be subject to unknown or unquantified shocks (for example the data incident) which cannot be, and have not, been included in cashflow forecasts. To the extent they occur, Cordet, as shareholders and debt holders of the Group, continue to be supportive and as demonstrated through the additional liquidity provided during FY25, will continue to do so. The Group however is now generating cash from its day to day operations and will continue to prudently invest this cash in future products to continue to provide a high quality of service to our merchants.
Having considered the above factors, the directors believe that the Group is able to manage its risk satisfactorily and have a reasonable expectation that the Parent Company and Group have adequate resources to continue in operation for the foreseeable future and at least 12 months from the signing date of these financial statements. As a result, the directors have concluded that no material uncertainty that would cast significant doubt over the Group and the Parent Company’s ability to continue as a going concern exists.
Page 33
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
∙Deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively.
∙Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-Based Payments at the acquisition date.
∙Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
Page 34
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.5 Business combinations (continued)
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognised. Under IFRS 15, revenue is recognized when a customer obtains control of the goods or service and is measured on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Determining the timing of the transfer of control – at a point in time or over time – requires judgement.
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 Group's activities. Revenue is shown net of value added tax, returns, rebates and discounts.
The Group’s performance obligations are the carrying out of onboarding procedures, the processing of credit or debit card payments on behalf of merchants and the processing of chargebacks and refunds. The three performance obligations are considered as distinct performance obligations. Revenue for onboarding procedures is recognized at a point in time. The revenue arising out of the second and third performance obligation mentioned above is recognized over-time but the Group applies the invoiced amount practical expedient to measure progress since the Group has the right to invoice its customers in an amount that corresponds directly with its performance to date. Indeed, the service is deemed to have been rendered and completed once a transaction has been authorized and processed and the Group bills its clients and recognizes revenue as soon as this event takes place. Monthly fees are billed prior to month-end. Charges are either netted off from the value of the transactions processed or accumulated and collected following month-end depending on the model chosen by the client. The model is specified on the contract entered with the merchant together with the pricing.
Contract assets
Contract assets primarily relate to the Group's right to consideration for work completed but not billed at the reporting date. The contract assets are transferred to trade receivables when the rights become unconditional.
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 Group's activities. Revenue is shown net of value added tax, returns, rebates and discounts.
The Group’s performance obligations are the carrying out of onboarding procedures, the processing of credit or debit card payments on behalf of merchants and the processing of chargebacks and refunds. The three performance obligations are considered as distinct performance obligations. Revenue for onboarding procedures is recognized at a point in time. The revenue arising out of the second and third performance obligation mentioned above is recognized over-time but the Group applies the invoiced amount practical expedient to measure progress since the Group has the right to invoice its customers in an amount that corresponds directly with its performance to date. Indeed, the service is deemed to have been rendered and completed once a transaction has been authorized and processed and the Group bills its clients and recognizes revenue as soon as this event takes place. Monthly fees are billed prior to month-end. Charges are either netted off from the value of the transactions processed or accumulated and collected following month-end depending on the model chosen by the client. The model is specified on the contract entered with the merchant together with the pricing.
Contract assets
Contract assets primarily relate to the Group's right to consideration for work completed but not billed at the reporting date. The contract assets are transferred to trade receivables when the rights become unconditional.
Page 35
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
The Group's 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.
The Group's 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 profit and loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit and loss within 'finance income or expense'. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss within 'administrative expenses'.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation, all of the exchange differences accumulated in a foreign exchange translation reserve in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
Page 36
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group 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.
Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group 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.
Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
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.
Page 37
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method.
Deferred tax arises from temporary differences that are differences between taxable profits and total comprehensive income as stated 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.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Page 38
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Group 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.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
At each reporting date the Group 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.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use of sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefit;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
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.
Other licences
Expenses incurred in relation to acquiring principal membership status with two card schemes are capitalised and shown at historical cost. The assets are amortised through administrative expenses on a straight-line basis over three years, and are carried at cost less accumulated impairment losses.
The assets' carrying amounts and useful lives are renewed 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.
Customer relationships
Customer relationships acquired through business combinations are recorded at fair value at the date of acquisition less amortisation less impairment. Assumptions are used in estimating the fair value of these relationships and include management's estimates of revenue and profits to be generated by them. The assets are amortised through administrative expenses on a straight-line basis over five years.
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.
Other licences
Expenses incurred in relation to acquiring principal membership status with two card schemes are capitalised and shown at historical cost. The assets are amortised through administrative expenses on a straight-line basis over three years, and are carried at cost less accumulated impairment losses.
The assets' carrying amounts and useful lives are renewed 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.
Customer relationships
Customer relationships acquired through business combinations are recorded at fair value at the date of acquisition less amortisation less impairment. Assumptions are used in estimating the fair value of these relationships and include management's estimates of revenue and profits to be generated by them. The assets are amortised through administrative expenses on a straight-line basis over five years.
Page 39
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.11 Intangible assets (continued)
Acquired technology
Technologies acquired through business combinations are recorded at fair value at the date of acquisition less amortisation less impairment. Assumptions are used in estimating the fair value of these relationships and include management's estimates of revenue and profits to be generated by the acquired technology. The assets are amortised through administrative expenses on a straight-line basis over ten years.
Goodwill
Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually or when a change in circumstances or situation indicates that the goodwill has suffered an impairment loss. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. The need for impairment is tested by comparing the recoverable amount of the cash-generating unit (CGU) to the carrying value. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Any impairment is recognised immediately in the Consolidated Statement of Profit or Loss. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of a business include the amount of goodwill relating to that business.
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 and fittings - 3 years
Office equipment - 3 years
Computer equipment - 2-3 years
Right-of-use assets: Leasehold property - 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.
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 and fittings - 3 years
Office equipment - 3 years
Computer equipment - 2-3 years
Right-of-use assets: Leasehold property - 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.
Page 40
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.12 Property, plant and equipment (continued)
Impairment of property, plant and equipment and intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment 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 to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal 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 and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss.
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 to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.
Page 41
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
The Group accounts for its major classes of financial instruments as set out below.
Investments
Investments and other financial assets, other than investments in group undertakings, are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income include equity investments which the Company intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Investments in subsidiary undertakings are held at cost less impairment.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than:
The Group accounts for its major classes of financial instruments as set out below.
Investments
Investments and other financial assets, other than investments in group undertakings, are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income include equity investments which the Company intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Investments in subsidiary undertakings are held at cost less impairment.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than:
a)those that the Group 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.
Loans and receivables mainly consist of loans and advances to companies' funds receivable from card schemes and funds advanced as collateral. They are initially recognised at fair value - which is the cash consideration to originate or purchase the loan including any transaction costs - and measured subsequently at amortised cost using the effective interest rate method. Amortised cost is the initial measurement amount adjusted for the amortisation of any difference between the initial and maturity amounts using the effective interest method.
Page 42
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial instruments (continued)
The effective interest method is a method of calculating the cost of a financial asset or a financial liability (and groups of financial assets or financial liabilities) and of allocating the 'Net interest income' over the relevant period.
The effective interest method is a method of calculating the cost of a financial asset or a financial liability (and groups of financial assets or financial liabilities) and of allocating the 'Net interest income' over the relevant period.
The Group 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.
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.
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.
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.
Bank balances for which use by the Group is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash.
In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Bank balances for which use by the Group is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash.
In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Page 43
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Trust Payments Holdings Limited ("TPHL") Group has adopted long-term incentive plans whereby share-based awards, over the Company's equity, have been granted to certain employees of the Group and Company.
The fair value of shares with specific share appreciation rights is recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The awards granted do not have any performance-based vesting conditions and vest on the sale, asset sale, IPO or winding up of the Group (‘the exit event’). The equity settled share based payment expense has been recognised over the likely timescale to an exit event.
The fair value of shares with specific share appreciation rights is recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The awards granted do not have any performance-based vesting conditions and vest on the sale, asset sale, IPO or winding up of the Group (‘the exit event’). The equity settled share based payment expense has been recognised over the likely timescale to an exit event.
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 Group is reasonably certain to exercise that option.
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 Group 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 Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. 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 in administrative expenses on a straight line basis over the lease term.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy.
Page 44
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Fair value of acquired intangibles
The Group makes an estimate of the fair value of certain intangibles at the acquisition date of subsidiaries. When assessing the value of these assets the directors are required to identify and assign a value that a market participant would be willing to pay to acquire each of the intangibles being purchased. When assessing the fair value of intangibles, management considers factors including the estimated revenues and profits to be generated by the asset based on current and anticipated market conditions that have been considered and approved by the Board. See Note 14 for the net carrying amount of acquired intangibles.
Impairment testing
The directors consider the recoverable amount of goodwill allocated to its acquired cash generating units to be sensitive to the achievement of forecasts. Budgets comprise forecasts of revenue, staff costs and overheads based on current and anticipated market conditions that have been considered and approved by the Board. Whilst the Group is able to manage costs, revenue projections are inherently uncertain due to the nature of the Group's business and unstable market conditions. Goodwill is allocated across the following cash generating units; Payment Gateway, Acquiring Bank and Commerce Platform. See Note 15 for the net carrying amount of goodwill and related impairment charges.
Fair value of acquired intangibles
The Group makes an estimate of the fair value of certain intangibles at the acquisition date of subsidiaries. When assessing the value of these assets the directors are required to identify and assign a value that a market participant would be willing to pay to acquire each of the intangibles being purchased. When assessing the fair value of intangibles, management considers factors including the estimated revenues and profits to be generated by the asset based on current and anticipated market conditions that have been considered and approved by the Board. See Note 14 for the net carrying amount of acquired intangibles.
Impairment testing
The directors consider the recoverable amount of goodwill allocated to its acquired cash generating units to be sensitive to the achievement of forecasts. Budgets comprise forecasts of revenue, staff costs and overheads based on current and anticipated market conditions that have been considered and approved by the Board. Whilst the Group is able to manage costs, revenue projections are inherently uncertain due to the nature of the Group's business and unstable market conditions. Goodwill is allocated across the following cash generating units; Payment Gateway, Acquiring Bank and Commerce Platform. See Note 15 for the net carrying amount of goodwill and related impairment charges.
Page 45
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Critical accounting estimates and judgements (continued)
Fixed asset investments
Determining whether fixed asset investments are impaired requires an estimate of the fair value, less costs to sell of the investments. The fair value assessment requires the use of the Group's current market presence and its projections. See Note 13 for the net carrying amount of the fixed asset investments.
Recognition of internally generated intangible assets
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
Determining whether fixed asset investments are impaired requires an estimate of the fair value, less costs to sell of the investments. The fair value assessment requires the use of the Group's current market presence and its projections. See Note 13 for the net carrying amount of the fixed asset investments.
Recognition of internally generated intangible assets
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use of sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefit;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
See Note 14 for the net carrying amount of internally generated intangibles recognised in the year. Judgement is required on whether the recognition criteria have been met and estimate as to the percentage of staff salaries spent on eligible development.
Impairment of internally generated intangible assets arising from development
The Group makes an estimate of the recoverable value of internally generated intangible assets. When assessing impairment, management considers factors including the discounted value of future cash flows. Revenue projections, for an early stage product, are inherently uncertain due to the nature of the Company's business and unstable market conditions. See Note 14 for the net carrying amount of internally generated intangibles, and related impairment charges.
Impairment of internally generated intangible assets arising from development
The Group makes an estimate of the recoverable value of internally generated intangible assets. When assessing impairment, management considers factors including the discounted value of future cash flows. Revenue projections, for an early stage product, are inherently uncertain due to the nature of the Company's business and unstable market conditions. See Note 14 for the net carrying amount of internally generated intangibles, and related impairment charges.
Page 46
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 47
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 48
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 49
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 50
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Property, plant and equipment (continued)
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Page 52
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 53
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Subsidiaries (continued)
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Page 54
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
14.Intangible assets (continued)
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Page 55
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
14.Intangible assets (continued)
Page 56
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Acquiring bank and payment gateway
The goodwill recognised represents the expected future opportunities and staff expertise in the marketplace that the Group operates.
The goodwill arising on the purchase of the two CGU and are considered to have an indefinite useful life and are reviewed for impairment at least annually or when a change in circumstances or situation indicates that the goodwill has suffered an impairment loss.
The recoverable amounts of the cash generating units have been projected using value-in-use
The goodwill arising on the purchase of the two CGU and are considered to have an indefinite useful life and are reviewed for impairment at least annually or when a change in circumstances or situation indicates that the goodwill has suffered an impairment loss.
The recoverable amounts of the cash generating units have been projected using value-in-use
Page 57
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
15.Goodwill (continued)
calculations. Cash flows have been forecast a divisional CGU basis using detailed budgets produced at cash generating unit level, based on past experience and known and expected future business levels. The unit forecasts revenue based upon an assessment of industry growth, current trading conditions, group strategy and specific unit circumstances. Costs have been forecast at expected running levels including all major operating costs.
A terminal growth rate of 0.5% (2024: 0.5%) has been applied to forecasts with the value-in-use calculation based on an extrapolation of the budgeted cash flows for future years. The post-tax discount rate applied in discounting projected cash flows to net present value is 20% (2024: 20%).
The review process resulted in no impairment charge of goodwill for the current year.
A terminal growth rate of 0.5% (2024: 0.5%) has been applied to forecasts with the value-in-use calculation based on an extrapolation of the budgeted cash flows for future years. The post-tax discount rate applied in discounting projected cash flows to net present value is 20% (2024: 20%).
The review process resulted in no impairment charge of goodwill for the current year.
Commerce platform
The goodwill recognised represents the expected future opportunities and staff expertise in the marketplace that the Group operates.
The goodwill arising on the purchase of the CGU is considered to have an indefinite useful life and is reviewed for impairment at least annually or when a change in circumstances or situation indicates that the goodwill may be impaired.
For the year ended 31 December 2025 an impairment test was carried out using a Discounted Cash Flow model covering 5 years worth of cashflow projections. The review process resulted in the recognition of an impairment charge of £6.5m in the current year in respect of goodwill allocated to one CGU.
The recoverable amount of the CGU has been determined based on a value-in-use calculation, using cash flow forecasts covering five years of cashflows derived from budgets and plans approved by the Board and management. Cash flows beyond the approved forecast period have been extrapolated using a long-term growth rate of 0.5%. The post-tax discount rate applied in discounting projected cash flows to net present value is c.20% (2024: 20%).
The impairment review identified that the recoverable amount of the CGU was below its carrying amount. This was primarily driven by revised assumptions in respect of future revenue growth and the timing of the rollout in later forecast periods, resulting in a reduction in projected cash flows in comparison to original expectations at the time of acquisition. Accordingly, an impairment of goodwill has been recognised.
Sensitivity analysis has been performed on key assumptions, including revenue growth, EBITDA margins, and discount rate and indicates that reasonably possible changes in assumptions would not result in a further material impairment.
The goodwill arising on the purchase of the CGU is considered to have an indefinite useful life and is reviewed for impairment at least annually or when a change in circumstances or situation indicates that the goodwill may be impaired.
For the year ended 31 December 2025 an impairment test was carried out using a Discounted Cash Flow model covering 5 years worth of cashflow projections. The review process resulted in the recognition of an impairment charge of £6.5m in the current year in respect of goodwill allocated to one CGU.
The recoverable amount of the CGU has been determined based on a value-in-use calculation, using cash flow forecasts covering five years of cashflows derived from budgets and plans approved by the Board and management. Cash flows beyond the approved forecast period have been extrapolated using a long-term growth rate of 0.5%. The post-tax discount rate applied in discounting projected cash flows to net present value is c.20% (2024: 20%).
The impairment review identified that the recoverable amount of the CGU was below its carrying amount. This was primarily driven by revised assumptions in respect of future revenue growth and the timing of the rollout in later forecast periods, resulting in a reduction in projected cash flows in comparison to original expectations at the time of acquisition. Accordingly, an impairment of goodwill has been recognised.
Sensitivity analysis has been performed on key assumptions, including revenue growth, EBITDA margins, and discount rate and indicates that reasonably possible changes in assumptions would not result in a further material impairment.
Page 58
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Tax expense (continued)
Changes in tax rates and factors affecting the future tax charges
At the end of the year the Group had unrecognised tax losses of £109,754,260 (2024: £93,831,716) to carry forward against future profits, these losses are being assessed for utilisation in future periods. No deferred tax asset has been recognised due to uncertainty on the availability and timing of the utilisation of the losses.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Tax expense (continued)
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
17.Trade and other receivables (continued)
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
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Amounts owed to CORDET Lending S.à r.l. and CORDET Lending S.à r.l. II are secured by fixed and floating charges over the Group's assets and charge interest between 14-20%.
Company
As at the year end, the amount owed to the Company from its subsidiary was £814,663 (2024: £1,347,135).
Company
As at the year end, the amount owed to the Company from its subsidiary was £814,663 (2024: £1,347,135).
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 66
TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
Loans are secured by fixed and floating charges over the assets and intellectual property of the Group. The loans bear interest at 14-20% and are repayable in December 2027, March 2028 and April 2028.
The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
See note 23 for further details.
Share premium
Foreign exchange reserve
Retained earnings
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
A Ordinary shares
The shares as a class will have 80% of the voting rights and have an entitlement to dividends once the Preference share dividend has been paid and dividends to B Ordinary shares have been taken into account. The shares participate on a return of capital once all classes of preference share have been redeemed and taking into account the Ordinary B share rights.
A Preference shares
The shares as a class do not have any voting rights. The Company shall accrue in respect of each preference share a fixed cumulative preferential dividend at the annual rate of 8% of the issue price per share. The preference dividend shall be paid on the earlier of: (i) an exit, (ii) a redemption event; or (iii) the date of any earlier redemption of the relevant preference shares. On a return of capital surplus assets will be paid in respect of A preference shares up to an amount equal to (i) 100% of the issue price thereof; and (ii) the aggregate amount of any accrued and/or unpaid amounts of preference dividend.
B Ordinary shares
The shares as a class will have 20% of the voting rights and have an entitlement to dividends once the Preference share dividend has been paid and dividends to A Ordinary shares have been taken into account. The shares participate on a return of capital once all classes of preference share have been redeemed and taking into account the Ordinary A share rights.
B Preference shares
The shares as a class do not have any voting rights. The Company shall accrue in respect of each Preference share a fixed cumulative preferential dividend at the annual rate of 8% of the Issue Price per Share. The Preference Dividend shall be paid on the earlier of: (i) an Exit, (ii) a Redemption Event; or (iii) the date of any earlier redemption of the relevant Preference shares. On a return of capital surplus assets will be paid in respect of B preference shares up to an amount equal to (i) 100% of the Issue Price thereof; and (ii) the aggregate amount of any accrued and/or unpaid amounts of Preference Dividend, once A Preference shares as a class have been redeemed.
Repurchase and cancellation of shares
During the year, the Company repurchased and cancelled 9,238 B Ordinary shares pursuant to shareholder approval and in accordance with the Companies Act 2006. The cost recognised in equity in respect of the repurchase was accounted for as a reduction in the share premium account.
During the year, the Company repurchased and cancelled 9,238 B Ordinary shares pursuant to shareholder approval and in accordance with the Companies Act 2006. The cost recognised in equity in respect of the repurchase was accounted for as a reduction in the share premium account.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Group
Future minimum lease payments are due as follows:
Future minimum lease payments are due as follows:
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The Group has net liabilities denominated in foreign currencies of £189,519,802 as at 31 December 2025 (31 December 2024: £20,446,382). Based on this exposure had sterling weakened by 10% against these foreign currencies with all other variables held constant the Group's comprehensive income for the period would have been £18,951,980 lower (31 December 2024: £2,044,638 lower). The percentage change is the expected overall volatility of the significant currencies, which is based on management's assessment of reasonable possible fluctuations taking into consideration movements over the last 12 months and the spot rate at the reporting date.
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TRUST PAYMENTS HOLDINGS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26. Financial risk management (continued)
(c) Interest rate risk
The majority of the Group loans bear interest at a fixed rate mitigating the Group's exposure to interest rate risk.
The Company has established a long term incentive plan whereby equity settled share-based awards were granted to certain employees, including key management of the Company. Awards granted do not have any performance-based vesting conditions and vest on the sale, asset sale, IPO or winding up of the Group (‘the exit event’). At 31 December 2025 a number of employees of the Company held Ordinary B shares in the Parent Company in respect of this scheme. Employees enter the scheme at market value at the date of the award and exit based on the enterprise value at an exit event using a defined ratchet on proceeds above defined thresholds.
The long term incentive plan is considered as an equity settled share-based award of the Parent Company with an appropriate recognition of the share based payment charge in the Company, and hence is measured at fair value at the end of each reporting period.
The fair value of the employee share-based payments has been measured using the Probability Weighted Expected Returns Method ("PWERM"). The PWERM considered a low case, base case and a high case for growth in EBIDTA to capture a reasonable spread of expectations for the business, whilst striking an appropriate balance in terms of the risks that the business faces and the potential growth opportunities available. For the purposes of developing an expected value evolution profile and gross exit proceeds, the model adopted a probability-weighted distribution of exit EBITDA multiples from 9.5x to 12.5x. The pay-off at each node was based on the distribution waterfall demanded by the Articles of Association and the issue price.
A Capital Asset Pricing Model was employed when considering an appropriate discount rate to apply to the returns expected to accrue to the instruments on exit. The discount rate reflects the differential leverage or equity volatility risk that the specific classes of the management shares are exposed to over the intervening period to exit given the leverage in the structure.
The long term incentive plan is considered as an equity settled share-based award of the Parent Company with an appropriate recognition of the share based payment charge in the Company, and hence is measured at fair value at the end of each reporting period.
The fair value of the employee share-based payments has been measured using the Probability Weighted Expected Returns Method ("PWERM"). The PWERM considered a low case, base case and a high case for growth in EBIDTA to capture a reasonable spread of expectations for the business, whilst striking an appropriate balance in terms of the risks that the business faces and the potential growth opportunities available. For the purposes of developing an expected value evolution profile and gross exit proceeds, the model adopted a probability-weighted distribution of exit EBITDA multiples from 9.5x to 12.5x. The pay-off at each node was based on the distribution waterfall demanded by the Articles of Association and the issue price.
A Capital Asset Pricing Model was employed when considering an appropriate discount rate to apply to the returns expected to accrue to the instruments on exit. The discount rate reflects the differential leverage or equity volatility risk that the specific classes of the management shares are exposed to over the intervening period to exit given the leverage in the structure.
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