Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-05-102024-12-312024-01-01falseNo description of principal activity165true 14162517 2024-01-01 2024-12-31 14162517 2023-07-01 2023-12-31 14162517 2024-12-31 14162517 2023-12-31 14162517 2023-07-01 14162517 2 2024-01-01 2024-12-31 14162517 1 2024-01-01 2024-12-31 14162517 e:Director2 2024-01-01 2024-12-31 14162517 e:Director3 2024-01-01 2024-12-31 14162517 e:Director5 2024-01-01 2024-12-31 14162517 e:Director6 2024-01-01 2024-12-31 14162517 e:Director6 2024-12-31 14162517 e:Director7 2024-01-01 2024-12-31 14162517 e:Director8 2024-01-01 2024-12-31 14162517 e:RegisteredOffice 2024-01-01 2024-12-31 14162517 d:CurrentFinancialInstruments 2024-12-31 14162517 d:CurrentFinancialInstruments 2023-12-31 14162517 d:Non-currentFinancialInstruments 2024-12-31 14162517 d:Non-currentFinancialInstruments 2023-12-31 14162517 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 14162517 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 14162517 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 14162517 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 14162517 d:ShareCapital 2024-01-01 2024-12-31 14162517 d:ShareCapital 2024-12-31 14162517 d:ShareCapital 2023-07-01 2023-12-31 14162517 d:ShareCapital 2023-12-31 14162517 d:ShareCapital 2023-07-01 14162517 d:OtherMiscellaneousReserve 2024-12-31 14162517 d:OtherMiscellaneousReserve 2 2024-01-01 2024-12-31 14162517 d:OtherMiscellaneousReserve 2023-12-31 14162517 d:OtherMiscellaneousReserve 2023-07-01 14162517 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 14162517 d:RetainedEarningsAccumulatedLosses 2024-12-31 14162517 d:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 14162517 d:RetainedEarningsAccumulatedLosses 2023-07-01 2023-12-31 14162517 d:RetainedEarningsAccumulatedLosses 2023-12-31 14162517 d:RetainedEarningsAccumulatedLosses 2023-07-01 14162517 e:OrdinaryShareClass1 2024-01-01 2024-12-31 14162517 e:OrdinaryShareClass1 2024-12-31 14162517 e:OrdinaryShareClass1 2023-12-31 14162517 e:FRS101 2024-01-01 2024-12-31 14162517 e:Audited 2024-01-01 2024-12-31 14162517 e:FullAccounts 2024-01-01 2024-12-31 14162517 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 14162517 d:FinancialInstrumentsFairValueThroughProfitOrLoss 2024-01-01 2024-12-31 14162517 d:FinancialLiabilitiesAmortisedCost 2024-01-01 2024-12-31 14162517 d:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2024-01-01 2024-12-31 14162517 2 2024-01-01 2024-12-31 14162517 d:CurrentFinancialInstruments 9 2024-12-31 14162517 d:CurrentFinancialInstruments 9 2023-12-31 14162517 d:ShareCapital 1 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14162517









WORLDLINE MERCHANT SERVICES UK LTD









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
COMPANY INFORMATION


Directors
J S Bain 
H L Coleman 
L G Jones 
S P Stone 
J S Robins 




Registered number
14162517



Registered office
1 Technology Drive

Beeston

Nottingham

NG9 1LA




Independent auditors
Constantin

25 Hosier Lane

London

EC1A 9LQ





 
WORLDLINE MERCHANT SERVICES UK LTD
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Comprehensive Income
7
Balance Sheet
8
Statement of Changes in Equity
9
Notes to the Financial Statements
10 - 23


 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

Worldline Merchant Services UK Limited, (Companies House Number 14162517), is a company authorised by the Financial Conduct Authority ("FCA") to carry out regulated payment services in the UK (Reference number: 978429). Worldline Merchant Services UK Limited purpose is to design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. The Company makes them environmentally friendly, widely accessible and supports social transformation it’s services include instore and online commercial acquiring, highly secure payment transaction processing and numerous digital services.

Directors

The directors who served during the year were:

J S Bain 
H L Coleman 
L G Jones 
N P Santschi (resigned 10 May 2024)
S P Stone 
J S Robins 

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Page 1

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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

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

Auditors

The auditorsConstantinwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 4 June 2025 and signed on its behalf.
 





................................................
L G Jones
Director

Page 2

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD
 

Opinion


In our opinion the financial statements of Worldline Merchant Services UK Ltd:
 
give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’;
have been prepared in accordance with the requirements of the Companies Act 2006.


We have audited the financial statements which comprise:


the statement of comprehensive income;
the balance sheet;
the statement of changes in equity; and
the related note 1 to 20 which include the statement of accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United
Kingdom adopted international accounting standards.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 3

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.
 

 

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statement and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statement that are free from material misstatement, whether due to fraud or error.


In preparing the financial statement, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


A further description of our responsibilities for the audit of the financial statement is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 4

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD (CONTINUED)


Extent to which the audit was considered capable of detecting irregularities, including fraud
 

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
 
had a direct effect on the determination of material amounts and disclosures in the financial statements.
These included the UK Companies Act, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the
company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations,
pensions, IT, forensic and industry specialists regarding the opportunities and incentives that may exist within the
organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to
the risk of management override. In addressing the risk of fraud through management override of controls, we
tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in
making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any
significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
 
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
      of material misstatement due to fraud;
enquiring of management concerning actual and potential litigation and claims,
and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified any material misstatements in the Directors' report.
 





 
Page 5

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD (CONTINUED)


Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the financial statements are not in agreement with the accounting records and returns;

We have nothing to report in respect of these matters.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Thierry de Gennes ACA (Senior statutory auditor)
for and on behalf of Constantin Chartered Accountants and Statutory Auditor
25 Hosier Lane
London
EC1A 9LQ

4 June 2025
Page 6

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

12 months ending
31 December
6 months ending
31 December
2024
2023
Note
£
£

  

Turnover
  
30,803
-

Cost of sales
  
(612,346)
-

Gross (loss)/profit
  
(581,543)
-

Administrative expenses
  
(2,471,694)
(253,934)

Operating loss
 3 
(3,053,237)
(253,934)

Interest receivable and similar income
 7 
87,089
-

Interest payable and similar expenses
 8 
(1,067)
-

Tax on loss
 9 
-
-

Loss for the financial year
  
(2,967,215)
(253,934)

There was no other comprehensive income for 2024 (June 2023£nil).

The notes on pages 10 to 23 form part of these financial statements.

Page 7

 
WORLDLINE MERCHANT SERVICES UK LTD
REGISTERED NUMBER: 14162517

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 10 
420,424
33,013

Cash at bank and in hand
 11 
3,267,164
3,147,867

  
3,687,588
3,180,880

Creditors: amounts falling due within one year
 12 
(691,625)
(141,514)

Net current assets
  
2,995,963
3,039,366

Creditors: amounts falling due after more than one year
 13 
-
(200,000)

  

Net assets
  
2,995,963
2,839,366


Capital and reserves
  

Called up share capital 
 14 
6,120,000
3,120,000

Share based payment reserve
  
123,812
-

Profit and loss account
 15 
(3,247,849)
(280,634)

  
2,995,963
2,839,366


The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 June 2025.




................................................
L G Jones
Director

The notes on pages 10 to 23 form part of these financial statements.

Page 8

 
WORLDLINE MERCHANT SERVICES UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share-based
payment
reserve
Profit and loss account
Total equity

£
£
£
£


At 1 July 2023
1
-
(26,700)
(26,699)


Comprehensive income for the period

Loss for the period
-
-
(253,934)
(253,934)

Shares issued during the period
3,119,999
-
-
3,119,999



At 1 January 2024
3,120,000
-
(280,634)
2,839,366


Comprehensive income for the year

Loss for the year
-
-
(2,967,215)
(2,967,215)

Shares issued during the year
3,000,000
-
-
3,000,000

Share based payment
-
123,812
-
123,812


At 31 December 2024
6,120,000
123,812
(3,247,849)
2,995,963


The notes on pages 10 to 23 form part of these financial statements.

Page 9

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Worldline Merchant Services UK Limited is incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is disclosed in the introduction to the financial statements. The principal activities of the Company are described in the Directors' Report.

The principal accounting policies adopted by the Company are set out below:

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

  
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) as issued by the Financial Reporting Council. Accordingly these financial statements are prepared under the historical cost convention, and in accordance with the Companies Act 2006 and FRS 101. The Company’s financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£) except when otherwise indicated. 

The accounting policies which follow set out those policies which apply in preparing the financial
statements for the period ended 31 December 2024. The Company has taken advantage of the
following disclosure exemptions under FRS 101:

a)the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based Payment, because:
i.the share-based payment arrangement concerns the instruments of another group entity
b)the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
c)the requirements of IFRS 7 Financial Instruments: Disclosures;
d)the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
e)the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:
i.paragraph 79(a)(iv) of IAS 1;
ii.paragraph 73(e) of IAS 16 Property, Plant and Equipment;
iii.paragraph 118(e) of IAS 38 Intangible Assets;
f)the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
g)the requirements of paragraphs 52 and 58, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;
h)the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A-D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;
i)the requirement to prepare a Statement of Cash Flows and related notes;
j)the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
k)the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and
l)the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of assets;
m)the requirements in IAS 8.30 and IAS 8.31 to disclose new standards and interpretations.


Page 10

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that Worldline Merchant Services UK Ltd will continue in operational existence for the foreseeable future. The Directors have assessed the company’s ability to continue as a going concern and, based on current and projected financial performance, believe that there are no material uncertainties that may cast significant doubt on the company’s ability to meet its obligations as they fall due.
Accordingly, the financial statements do not include any adjustments that would be required if the company were unable to continue as a going concern.
In making this assessment, the Directors have considered the company’s financial position, liquidity, cash flows, and cash pooling financing. Based on this review, they conclude that the company has adequate resources to continue its operations for at least the next 12 months from the date of approval of these financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 11

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction prices of these contracts for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss 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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 12

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Share-based payments

The company operates an equity settled, share based compensation plan, under which services are received from employees in exchange for equity instruments (options) for the company. The fair value of the options at the grant date is recognised as an expense in profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
The credit entry for the share-based payments charge is recognised within the share-based payments reserve within equity.
In addition to the Share-based payments charge calculated in accordance with the fair value requirements of IFRS 2 and accounted for as above, Worldline SA also recharges to the Company the cost of the shares purchased to fulfil the number of shares which vest to the employees of the Company in the year. The cost of the shares charged to the Company is calculated by Worldline SA using the weighted average cost of the shares actually purchased during the year to fulfil the vesting requirements. The Company additionally charges this cost to the profit and loss account and settles this amount through cash upon the receipt of the invoice from Worldline SA.

Page 13

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.11

Provisions

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the statement of financial position.

Page 14

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Taxation

Income tax expense represents the sum of the corporation tax and deferred tax charges. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised 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 balance sheet liability method.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the reporting date.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to the profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
In October 2021, over 130 countries agreed to implement a minimum tax regime on profits for large multinational companies, known as "Pillar 2". In December 2021, the OECD published a model set of rules ("Global Anti-Base Erosion Rules" or "GloBE"), essentially taken up in a directive adopted in December 2022 by the European Union. The companies concerned will have to calculate an effective tax rate (ETR) in accordance with the GloBE rules in each of the jurisdictions in which they operate, and will be liable for an additional tax ("top-up tax") if this rate is lower than minimum rate of 15%.
The amendment to IAS 12, to be applied retrospectively from January 1, 2023, stipulates that an entity is not required to recognize or disclose deferred tax assets and liabilities associated with income taxes arising under Pillar 2 rules. This amendment was approved by the European Union on November 8, 2023. Pillar 2 legislation has been in place since 1 January 2024, and the Group has applied the "safeharbor simplification measures. The impact  of income taxes arising from Pillar 2 rules is not material neither in terms of consolidated income statement nor effective tax rate.

Page 15

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

  
2.14

Settlement receivables, card network

Settlement receivables, card network Funds to be received from card network/schemes as a part of the acquiring flow. The receivable balance reflects the portion of funds that the entity expects to receive from the networks or schemes as part of the settlement process. Upon receipt, the funds are reimbursed to the respective merchants in accordance with the terms of the acquiring agreements. The reimbursement to merchants is recognized as a reduction in the receivable balance once payment is made. These receivables are classified as current assets due to their short-term nature.

  
2.15

Funds collected on behalf of customers

Funds collected on behalf of customers  from networks as part of the acquisition flow, where payment to customers has been deferred under various contracts. As use of these funds is subject to restrictions and they do not belong to Worldline Merchant Services, they are not recognised as part of cash and cash equivalents. Corresponding obligations to points of sale are recognised under Current liabilities, Liabilities to points of sale.

 
2.16

Cash and cash equivalents

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

 
2.17

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.18

Financial instruments


The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.
Recognition
Financial assets and liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Non-derivative financial instruments comprise trade debtors, cash, loans and borrowings and trade creditors.
 
Page 16

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)


Trade debtors and other debtors that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are recognised at fair value at initial recognition and subsequently measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Cash includes cash in hand and with banks
Trade creditors are stated at amortised cost. Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

IFRS 9 applies an "expected credit loss" model for assessing asset impairment. For trade receivables including contract assets, the Company applies the IFRS 9 simplified approach. The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the
Page 17

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.


3.


Operating loss

The operating loss is stated after charging:

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£

Exchange differences
3,941
-

Share based payments
123,812
-

Defined contribution pension cost
113,230
7,492


4.


Audit fees

During the year, the Company obtained the following services from the Company's auditors and its associates:


12 months ending
31 December
6 months ending
31 December
2024
2023
£
£

Audit and assurance fees payable
35,000
9,000

Page 18

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Employees

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£

Wages and salaries
1,701,935
126,132

Social security costs
200,714
14,754

Cost of defined contribution scheme
113,230
7,492

2,015,879
148,378


The average monthly number of employees, including directors, during the year was 16 (2023 - 5).


6.


Directors' remuneration

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£

Directors' emoluments
363,111
18,004

Company contributions to defined contribution pension schemes
27,150
1,000

390,261
19,004


During the year retirement benefits were accruing to 2 directors (2023 - 1) in respect of defined contribution pension schemes.
There were no directors accruing benefits under a defined benefit pension scheme (2023 - nil).
There were no pension contributions outstanding at year-end (2023 - nil).

Page 19

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Interest receivable

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£


Bank interest
6,357
-

Other interest
80,732
-

87,089
-


8.


Interest payable and similar expenses

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£


Interest payable
1,067
-

1,067
-


9.


Taxation

No corporation tax or deferred tax movement during the year. 



Page 20

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

12 months ending
31 December
6 months ending
31 December
2024
2023
£
£


Loss on ordinary activities before tax
(2,967,215)
(253,934)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(741,804)
(63,484)

Effects of:


Movement in deferred tax not recognised
741,804
63,484

Total tax charge for the year/period
-
-


10.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
223,016
-

Funds collected on behalf of customers
95,553
-

Settlement receivables - card network
75,720
-

Prepayments and accrued income
26,135
33,013

420,424
33,013


According to group policy, there is no interest charge for the intercompany balances and they are due immediately.


11.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,267,164
3,147,867


Page 21

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
378,401
-

Amounts owed to group undertakings
1,424
2,901

Other taxation and social security
96,845
23,526

Other creditors
377
339

Accruals and deferred income
63,367
114,748

Liabilities point of sale
151,211
-

691,625
141,514


According to group policy, there is no interest charge for the intercompany balances and they are due immediately.


13.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans
-
200,000

-
200,000



14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



6,120,000 (2023 - 3,120,000) Ordinary shares of £1.00 each
6,120,000
3,120,000


During the year 3,000,000 ordinary shares having a nominal value of £1 was allotted for a consideration of £3,000,000.


15.


Reserves

Called up share capital – represents the nominal value of shares that have been issued.
Share-based payment reserve – represents capital contributions from the ultimate parent company in
relation to share based payment awards issues to employees.
Profit and loss account – includes all current and prior period retained profits and losses.

Page 22

 
WORLDLINE MERCHANT SERVICES UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Share based payments

Worldline SA, the immediate parent of the Company made awards of instruments over its ordinary shares to the Company's employees, under ten long term incentive plans.
Shares were issued under options with a fixed exercise price and their vesting is contingent on fulfillment of performance conditions attached to them. Options expire if they remain unexercised after a period of ten years from the date of grant. Options forfeited if the employee leaves the Company before the options vest.
During 2024, performance free shares were issued with a three year vesting period.
The company recognised a total expense of £123,812 (2023: Nil) in respect of equity-settled schemes during the year.


17.


Contingent liabilities

There were no contingent liabilities at 31 December 2024 (2023: £nil).


18.


Pension commitments

The Company contributes into a defined contributions personal pension plan. The pension cost charge represents contributions payable by the Company to the fund and amounted to £113,230 (2023: £7,492).


19.


Related party transactions

During the year the company entered into transactions in the ordinary course of business with other related parties. The company has taken advantage of the exemption under parapraph 8(k) of FRS101 not to disclose transactions wholly owned subsidiaries.


20.


Post balance sheet events

No specific events to report.


21.


Controlling party

As at 31 December 2024 the ultimate parent and controlling company was Worldline SA, a company incorporated in France by virtue of its controlling interest in Worldline Luxembourg SA, the Company's immediate parent company at that date. The largest and smallest group of undertakings for which group accounts are drawn up as at 31 December 2024 are those headed by Worldline SA (the immediate parent of Worldline Luxembourg SA). Copies of these accounts are available to the public and may be obtained from Worldline SA, River Quest, 80 Quai Voltaire, F - 95877 Bezons, Cedex.

Page 23