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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORLDLINE MERCHANT SERVICES UK LTD
COMPANY INFORMATION
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WORLDLINE MERCHANT SERVICES UK LTD
CONTENTS
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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.
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.
The directors who served during the year were:
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.
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WORLDLINE MERCHANT SERVICES UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Constantin, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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
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WORLDLINE MERCHANT SERVICES UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD
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.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international accounting standards.
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.
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.
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WORLDLINE MERCHANT SERVICES UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD (CONTINUED)
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.
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.
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WORLDLINE MERCHANT SERVICES UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WORLDLINE MERCHANT SERVICES UK LTD (CONTINUED)
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.
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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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of Constantin Chartered Accountants and Statutory Auditor
25 Hosier Lane
EC1A 9LQ
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WORLDLINE MERCHANT SERVICES UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORLDLINE MERCHANT SERVICES UK LTD
REGISTERED NUMBER: 14162517
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 23 form part of these financial statements.
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WORLDLINE MERCHANT SERVICES UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The 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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Functional and presentation currency
Transactions and balances
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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.
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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (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
Impairment of financial assets
Financial liabilities
Fair value through profit or loss
At amortised cost
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year 3,000,000 ordinary shares having a nominal value of £1 was allotted for a consideration of £3,000,000.
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.
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WORLDLINE MERCHANT SERVICES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
There were no contingent liabilities at 31 December 2024 (2023: £nil).
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).
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.
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