Thank you for standing by. Welcome to the Worldline Full Year 2025 Results Conference Call. Our speakers for today include Pierre-Antoine Vacheron, CEO, and Srikanth Seshadri, CFO. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Pierre-Antoine Vacheron. Please go ahead.
Thank you. Thanks a lot, and good evening, everyone, and thank you for joining us for this for this call. I'm here with Srikanth Seshadri, our Group CFO, and I'm happy to share with you our results for the full year, and especially the very mix of Q4, as well as our perspectives for 2026. We distributed a deck on top of the press release. Since we had a lot to share with you, but a limited amount of time, you will find a lot in appendix of the deck, and this is on purpose. It's been just one year for me as a CEO of the company. When I joined Worldline, I came with a strong conviction that this company had the position and the assets to be the main European operator of critical infrastructure in Europe.
I must say that after one year, I'm even more convinced. Obviously, we met a lot of headwinds during this first year, but I'm proud to say that we are today where I wanted us to be, with a stabilized company, a significant progress in our business turnaround, and a transformation in full motion. With the fifth disposal announced this morning with Worldline India, we enter 2026 operationally much stronger than a year ago and focused on our mission, payments and only payments, and this in Europe. As I said, it has been, for me, a year of stabilization and turnaround. Yes, I'm trying to follow where we are. Looking at the numbers, first, I'm happy to share and to state that we did what we said we would do.
In terms of revenue, we closed the year at EUR 4.5 billion pre-IFRS 5, we'll come back to that, which is -2.4% organically, in line with our low- single-digit decline guidance, Q4 was at -1.5% organic. In terms of adjusted EBITDA, we closed at EUR 841 million, representing 18.7% margin on external revenue, in the range EUR 830 million-EUR 855 million that we committed to. In terms of free cash flow, we closed the year at - EUR 9 million, including - EUR 49 million of free cash flow for the H2, at the top of the range that we gave a few months ago.
Beyond financial delivery, on which Srikanth will give a lot of details, we have built foundations for 2026 during this period. Our renewed executive team is in full motion, and I must say that I'm extremely proud of the team that has joined me. Our transaction platform delivered record volumes with our AXIS acceptance solution, serving more than 10 billion transactions last year. Our online acceptance target solution, GoPay, delivering 3.4 billion transactions last year. The customer satisfaction held steady with an average NPS at 40, despite our challenging times, and thanks to the dedications of the teams. In terms of commercial turnaround, the churn improved in all SMB geographies, and several regions, Nordics, Germany, Switzerland, returned to growth, joining Eastern and Central Europe, Italy and Greece.
Enterprise is still declining. Saw a strong momentum in the kiosk and self-service vertical, driven notably by the trends that we've seen on EV charging. We are very satisfied of the specific position that we have on this vertical of self-service. Financial services, we had one target that was to increase the pipeline and to regenerate the order intake, which we did. We have, at the end of this year, a pipeline that is double of the level it had at the end of H1. Finally, in terms of transformation, we laid the foundation for the new Worldline. We reshaped the scope of the company. We have a much simpler scope. I will come back to that. We have a simplified operating model since a few months now. We have fully operationalized and put in execution the overall plan.
Before moving to this transformation, let me insist and highlight some two wins, which are quite illustrative of what we've been doing over the last month. The first one is Kempinski. Kempinski, as you know, is a large hotel chain in the luxury segment, and we won back Kempinski from the competition, leveraging on our solution, integrated omnichannel, DCC, so dynamic currency conversion in-house, advanced reconciliation, which is so important in this vertical, and finally, multi-local support, which is also a differentiating element for this type of decentralized company. PSA is another example of the rebound of Worldline. We renewed their long-term partnership with Worldline on behalf of the whole Australian banks community. PSA committed to migrate to our target issuing platform, on which already transact more than half of our volumes in issuing.
They committed also to operate on our sovereign private cloud solution, and to expand our services to additional features that we offered them, the Strong Customer Authentication, TCS, but also we hope that we will operate for the Australian banks. As we said in the introduction, the pruning program that we decided when I joined is nearing its end. When I joined the company, we said, "Okay, let's select the assets that we want to keep as part of our strategy to where we can have a differentiating right to win." This program is now close to completion. North America, Cetrel, PaymentIQ, are expected to close in Q1 2026. MeTS is on track for Q2 2026.
We announced this morning the signing of our merchant services business in India. We are actively working on the finalization of the discussions on the remaining assets, which are not part of our focus. All those transactions will help us to focus on what we want to achieve, the core European footprint. We will be less distracted by non-core or non-strategic assets. We will get the net proceeds, which are expected between EUR 550 million and EUR 600 million. We dramatically simplified the group with a reduction of FTE of 30%, moving from 19,000 FTEs to 13,000. Obviously, with this new scope, more compact, more robust, we can build now our transformation and our European payment leadership.
North Star, as I said, is fully operationalized. More than that, we already delivered in 2025, some key results, and some key outcomes for the coming years. As a reminder, we have four levels: simplify, converge, integrate, grow, that will generate altogether EUR 210 million of recurring EBITDA by 2030. In 2025, we closed and liquidated seven legal entities. We delayed the organization, simplifying with the elimination of the merchant services layer. Finally, we deployed the enterprise performance system that will help us in 2026, 2027, to automate our finance function.
On the converge stream, and I will come back to that, we decommissioned four platforms, and we made significant progress in the migration of our Ogone legacy portfolio in SMB to GoPay, our target platforms, and also to get the commitment of major enterprise customers which were on the French platform, Sips, onto GoPay, SNCF, the French SNCF being one of the examples. In integrate, we have now put in pilot our AML automation tool, which is so important to industrialize our KYC processes and the risk merchant operations. We made significant progress in the ramp-up of our global competence center, our offshore in India, Romania, and Poland. More importantly, we started to generate the gains coming from adoption of GenAI in our Indian developers community.
As regards to the grow layer, lever, we made significant progress in what we called value-based pricing, with positive input of EUR 15 million only in Q4 2025. We launched some very attractive product in terms of additional value for the company, Merchant Loan, and Wero. Finally, we made available in the recent weeks, our agentic commerce capabilities that will help us to capture this emerging channel for the merchants. As you can see, North Star is no longer a plan, it is clearly in execution mode. Now, we are heading to the capital increase that we consider as a strategic accelerator. As you know, our EUR 500 million capital increase that will take place if the market conditions are met in the coming weeks, will reinforce the balance sheet, which is important for our financial institution customers, but also the large enterprise.
More importantly, the fact that we will have three financial institutions like BNPP, Crédit Agricole, Bpifrance, as anchor shareholders, serves our strategy of positioning Worldline as the main operator of major payment infrastructure in Europe. Having said that, I leave the floor to Srikanth, who will comment our 2025 results and 2026 outlook.
Thank Pierre-Antoine. a warm welcome to you all. I'm pleased to tell you for 2025, we committed, we executed, we delivered as promised. We have fully met our 2025 guidance on a comparable basis. Revenue, we achieved a point landing at EUR 4.5 billion, representing a low- single- digit organic decline of 2.4%. Adjusted EBITDA, we landed at EUR 841 million, placing us in the mid-range of EUR 830 million-EUR 855 million guidance that we provided. Free cash flow, we landed at -EUR 9 million, positioning us at the upper end of the guidance and above market consensus. While our reporting net income was impacted by significant non-cash items on goodwill and other impairment, our operational performance was delivered. Moving on to the next slide. A technical point before we proceed.
As Pierre-Antoine mentioned, we are in the year of perimeter change due to the pruning program. We are governed by IFRS 5, which is the International Financial Reporting Standard, governing discontinued operation and assets held for sale. It has two components. It has discontinued operations, which in our case, is the Mobility & e-Transactional Services, as it's a separate division, a cash generating unit. We restate the P&L, the cash flow, and the balance sheet. For the rest of the committed divestments, signed or not, they are treated as assets held for sale. We carve out only the balance sheet for assets and liabilities in this case. As you see, we had two sections-- No, back in the same slide, please, the previous one.
You see that we mentioned during the CMD that we had signed Mobility Transaction Services, Worldline North America, as well as Cetrel. Since the CMD, we have now divested PaymentIQ, and this morning, India. As Pierre-Antoine said, we have a few more assets to be signed, all of this is held as assets held for sale. If you go to the next one now, please. You've got here the 2025 guidance, the first two slides that we have already discussed, and on the right-hand side, you see the published scope, which is IFRS 5 restated, which simply means for the P&L, it's without MeTS.
EUR 4.03 billion of sales revenues, EUR 737 million of adjusted EBITDA, and free cash flow at -EUR 26 million, and the net debt at EUR 2.2 billion rather than EUR 2.1 billion, showing that the cash in the divested entities are outside the perimeter of continuing operations. If you go to the next slide, please. Here we look at for the published scope, i.e., without MeTS, what is merchant services and financial services? For the full year, we see that merchant services declined 1.4%, and financial services declined 7.7%.
We said during the CMD that we've been impacted by an unfavorable mix effect on merchant services, and you see that in the table below on adjusted EBITDA, merchant services ending up with a margin of 19.3%, and financial services, where we continue to have an overhang of client termination from the past, with a margin at 21.7%, down 5.5% year-on-year. If we move to the next slide, please. We see that the Q4 revenues year-on-year declined 2.2% vis-à-vis the full- year basis at 2.7%. Again, for the second quarter in a row after Q3, showing that our revenues are stabilizing year-on-year, and we continue that momentum into 2026. If you move to the next slide now, going into a bit of detail on income statement.
At the bottom part, you see the normalized net income at EUR 175 million, which means normalized diluted EPS at EUR 0.63 per share. Going back to the top of the slide, we see that there is a EUR 100 million cost increase year-on-year. This has got two parts to it. The inflation at EUR 80 million year-on-year has been fully offset by our structural cost savings. The second aspect of the EUR 100 million is, again, broken into two parts, 50% due to higher scheme fees, due to the cross-border nature of our airlines business and other businesses. Another EUR 50 million due to one-off transition costs.
We've cleaned up the balance sheet, some product and compliance costs that we have incurred during 2025, and we've continued to invest costs on compliance in 2026. The second aspect below adjusted EBITDA, you see the impact of Power 24. We have halved the level of integration and rationalization costs as compared to 2024 to 2025, and we'll continue to reduce that into 2026. The big one there is the goodwill impairment. You know that we impaired at H1, EUR 4.1 billion of goodwill. We've added another EUR 600 million of impairment due to the portfolio pruning and reassessment of the pruned scope.
In terms of the bottom part, you see EUR 290 million, which is being impaired for our interest in Ingenico, where we had a remaining preferred shares interest, which has now been completely impaired due to the new business plan that we received from them. If you now move to the free cash flow on the next slide, you see at the bottom, year-on-year, we have reduced our level of free cash flow by EUR 150 million. This is driven by the adjusted EBITDA reduction by EUR 230 million year-on-year. On the other hand, we have stabilized working capital. We have halved the level of inventory. You will see that in the next slide.
We've been able to afford a higher level of interest cost within this perimeter, and the level of Power 24 cost, cash out, has of course, reduced year-on-year. We'll continue, and next year will be the end of spend on Power24, and then we start with the North Star. If you were to move to the next slide on the net debt evolution, please. We see that the year-on-year evolution is EUR 200 million. One part is due to the acquisition of Accredere portfolio in Italy, where we've got new merchant, new merchants for us to grow our business in Italy. The second one is you see the impact of the discontinued business, where we have a EUR 186 million of cash on the assets held for sale, that is not anymore reflected as part of our continuing operations.
If we go to the next slide, in terms of the balance sheet, again, when we look at 2024, this is not restated for IFRS. That's the old scope. At December 2025, this is restated with the assets held for sale. You see the size of the goodwill has dramatically reduced from EUR 9 billion to EUR 3.8 billion, a EUR 5.2 billion reduction. EUR 4.6 billion is what has been impaired, and EUR 600 million additionally has been reclassified into the assets held for sale. We've talked already about the Ingenico preferred shares. The third one is the level of terminals inventory that you see, we have halved from EUR 70 million to EUR 33 million. Cash and cash equivalent, we did say that we would be at EUR 1.1 billion by the end of the year, and we did.
We have EUR 900 million in continuing operations and another EUR 200 million-ish on the divested scope that we will see further when we discuss the liquidity slide. Moving on to the planned capital increase, heading to the capital increase of EUR 500 million, enhancing our strategic flexibility for the new Worldline. We are on course. Very simply put, we are on track. We have the commitment for the first half, as we already mentioned during the extraordinary general meeting and during the Capital Markets Day. Since then, in January 8th, we had an overwhelming support from our shareholders to pass the resolutions. Now, after our publication of our annual results today, we head in March to execute the transaction. It's a dual construct, as you know.
We have the reserve capital increase first, which we'll execute early March, and the right issue is planned for mid-March, subject to market conditions. Moving on. On the cash pooling, that was another thing that we did address at Q3. Specifically, there were some concerns on the level of the cash overdraft that we had on the pooling of EUR 1.6 billion. We did tell you that we will look at some measures, including loans, intercompany loans and deposits. We've executed that. We've done EUR 1.1 billion of intercompany loans and deposits. The size of this overdraft is now down from EUR 1.6 billion to EUR 500 million. We've shown that this cash is physically repatriable from subsidiaries to parent. Now, going into 2026, we will review hybrid cash pooling options.
Continuing the notional cash pool, we did say that it's been in practice for the last 10 years without a glitch. It continues to be a smooth, functioning, notional cash pool that we have with the subsidiary of ING. The second one is the intragroup loans and deposits that we have instituted in 2025, and we'll continue to work on our dividend cash upstreaming in 2026, as well as potential physical sweeps wherever it makes sense. Now, moving on to the last slide before we go into the outlook, is look at our liquidity. That picture should be exactly the same in terms of what we presented on the liquidity. We said we landed EUR 1.1 billion of cash on hand. We did.
There's a potential equity of EUR 500 million and the undrawn RCF at EUR 1.125 billion in order to face the upcoming maturities. Of course, we have retired the CP of 2025 now, and the next one to retire will be the convertible of EUR 414 million in 2026. Below, on the M&A cash in and cash out, we have, as Pierre-Antoine mentioned in his speech, EUR 540 million-EUR 590 million for the five deals we have signed so far, and additional cash to be received for future assets that we have earmarked for sale, but not yet signed. In terms of the cash out, we talked about specifically two puts that we mentioned during the CMD. One, which is in terms of Greece and another one for Italy.
We are in advanced negotiations with both our partners. They are both progressing well, we'll be looking at extending these puts to give us even more leverage in terms of liquidity headroom. The proceeds coming from those M&A divestments will be invested in the Worldline transformation, the balance sheet strengthening, and deleveraging. If we now move on to the outlook, please. The next slide. Again, here we mention the two scopes that we've already talked about. During the CMD, we said we have signed those three deals, MeTS, North America, and Cetrel. We also gave you the orders of magnitude that the have an impact of EUR 500 million, adjusted EBITDA at EUR 110 million, and free cash flow at EUR 55 million. That hasn't changed.
On the right-hand side, you see the additional divestments after the CMD. In terms of revenue, that means another EUR 400 million, adjusted EBITDA at EUR 900 million, and the free cash flow is neutral. Some are cash generating, some are a cash drain, and that's the right time for us to now exit some of those portfolios. In the main, we talk about EUR 900 million of revenue, EUR 200 million of adjusted EBITDA, and EUR 55 million of cash, which is what goes away from the perimeter that we had for 2025, before in 2025, essentially. If you go to the next slide, please. This slide shows, on the right-hand side, what we guided at CMD.
With the three divestments that we had on hand, we said that we'll be at a low- single digit, EUR 720 million of adjusted EBITDA, EUR 85 million of free cash, and less than 2x of reported leverage. We indicated those will be the, at the lower end of what was then the 2025 scope. If you look at now the left-hand side, 2025, what we call as post-pruned scope. We go to EUR 3.57 billion of sales, EUR 631 million of adjusted EBITDA, EUR 72 million of free cash, and a reported leverage at 2.5x. You'll recall that we said we would end up at 2.6x on a previous scope, we are still consistent on leverage.
When you look at the 2026 fully pruned, it's exactly in line with what we said at the CMD. Still with the low single-digit organic growth, we are at the 2025. In fact, we are even showing a range that's higher. Free cash flow between -EUR 80 million and -EUR 70 million, knowing that our H2 2025 had a cash out of EUR 49 million, and the reported leverage targeted at less than 2x. This brings us now into the 2030. If we were to project it to the same scope to 2030, you see that during CMD, we said 4% CAGR between 2027 to 2030, EUR 1 billion of adjusted EBITDA by 2030, with EUR 300 million-EUR 350 million of cash conversion, which is 30%-35% on adjusted EBITDA.
The fully pruned, we are growing at 4% + CAGR, with the EUR 900 million + in terms of adjusted EBITDA with the same free cash flow. We increase the cash generation, cash conversion on a smaller scope, driving better operational cash conversion. With that, I conclude my part of the presentation, hand you back to Pierre-Antoine for the next section, and to conclude.
Thank you, Srikanth, and thank you for bringing so much clarity in such a complex situation from an accounting standpoint. I think it was necessary to go through that. As you've seen, 2025 has been a year of execution, discipline, and tangible proof point for our turnaround and our transformation. 2026 will be a question of execution, discipline, and tangible proof point. Obviously, what is the most important for all of you is the progress that we are making in North Star. As I said in introduction, we've gone through a very detailed and analytic process with the enlarged teams on the priority of the actions, the initiatives that they wanted to develop, to execute, and to deliver those four streams that we have identified at the CMD.
It's been extremely rich. We are now in the phase of giving the priority in 2026 for the actions that will generate short-term, the highest ROI, enabling us to evolve significantly our cost structure in 2027. I just put here some highlights, just to give you a sense of what we are looking after. Obviously, in simplified, there will be many initiatives, including the continuation of the reduction of legal entities. What will matter the most for 2027 is what we will do in terms of functions, automations, and the tools that we are expanding to enable typically, finance function automation, which is needed in the size of the perimeter.
In terms of convergence, and I will give more detail, the two markers that we foresee for 2026, is the migration of the Italian acquiring portfolio to our target acquiring platform, which is well on track, and that we plan to have finalized by the end of 2026, beginning of 2027. To sunset the Ogone legacy platform by having migrated all the portfolio of Ogone to GoPay target platform. In terms of revenue management, in terms of growth, the priority is given on revenue management. You've seen already what we delivered in Q4 2025. It is all about making sure that we invoice what we are supposed to invoice.
It's all about selling to the merchants, additional services like DCC. It is also a lot about product innovation, especially the deployment of our One Commerce integrated product, geography by geography. Finally, in terms of integrate, it is a lot about digitization of our processes, starting with the merchant customer journey, with the Launchpad that we already presented at the CMD. That will be deployed in the first geography at the beginning of the second half of this year. Maybe to put a focus on converge because this is, as you remember, the lever on which we on which we account for half of the savings coming from North Star.
As you can see, and you will find again what I described about the migration of portfolios from Ogone to GoPay and the termination, the sunset of Ogone. We will also have the migration of the SMB portfolio from the French e-com platform, inherited from our line, Sips, onto GoPay, and that will be also done at the end of 2026. We will be progressing in the migration of the enterprise portfolio of Sips onto GoPay, that will be finalized, hopefully, at the end of 2027. In 2025, we will also finalize the convergence of all the platforms that are supposed to migrate to Global Collect. This is WOPA, our Argentinian platform. We still have one customer that will migrate in this coming weeks. Hopefully at the end of Q1.
We will also sunset, and that's the third platform, c Credit, which is a platform dedicated to hospitality that we have decided to decommission. Finally, on acquiring, we have this migration of the Italian portfolio. This is obviously one of the most accretive migration that we have enhanced, because it is a significant portfolio, and it is internalization of flows from a third-party platform. It's pure savings for the company without any restructuring to fund those savings. In parallel to that, we have a massive project of migrating the legacy Swiss front office, on which we have many merchants running. The front office is the authorization part of the acquiring, and that we are migrating onto the target acquiring front office that we call one line pay front office, which is also used for the issuing business.
All this makes a program on Convert, which is well secured, which is well prioritized, and that will deliver significant value as early as 2027 for the company. Beyond that, as we committed already, we are conscious that we need to provide visibility and transparency on the milestones that we will reach in 2026, so that you don't wait for the improvement of the financials to recommend the investment into Worldline. We will drive around three axes. One, which is operational performance, we will share information about the evolution of the SME portfolio, churn, and also the other entries on financial institutions, and Enterprise, and Global Commerce, because this is where we know that we need to put the focus in order to deliver accelerated growth as of 2027.
The second axis will be around North Star, and obviously, we will give you updates under the decommissioning of the platforms in 2026, and the savings that it will generate. We will give you update on the migration of the various SME portfolio on to GoPay, and we will give you updates, because it is easy, on the entities that we will have closed in 2026 as part of our simplification program. Finally, we will give insights on our innovation capacity, as it is so important for the investors, but also for our clients, for employees, to show that we are investing and that we are able to innovate even during transformation time. A lot is at stake in 2026. Some are not here on this slide, typically, the deployment of Wero in Belgium, Luxembourg, and France.
We have the rollout of Launchpad that I already mentioned, to digitize the journey of the small merchants. As you've seen, we are quite advanced in Agentic Commerce, and we expect to be able to give you, to provide you, information on the pilots that we will start with some brands, to position ourselves as the front runners in agentic payments, in Agentic Commerce in Europe, which is a bit specific as compared to the U.S. Finally, we will share insight on the deployment of GenAI and the acceleration of GenAI at Worldline. We have a lot in the making, a lot in deployment. We are accelerating now. You may have seen that we hired a head of data and GenAI, who is starting the 1st of March.
Who will help us to scale all the initiatives that we are taking. We will give you insights on what we've been doing on GenAI when we present the H1 result at the end of July. To come to the conclusion of this presentation, I think when you consider Worldline today, you should consider Worldline as a stabilized company, repositioned as the key European operator of payment critical infrastructure. You should consider Worldline as in track on its commercial turnaround and transformation journey. You should consider Worldline as a company with a robust balance sheet, reinforced by the capital increase that will reduce the leverage of the company. Thanks a lot for this for having listened to this long presentation, and happy to take your questions now.
Thank you. We will now begin the question- and- answer session. If you wish to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. We will take our first question. Your first question comes from the line of Justin Forsythe from UBS. Please go ahead. Your line is open.
Hey, good evening, Pierre-Antoine. Thank you so much for having me here. I wanted to ask a little bit about the revenue progression, and there's a couple of points there. There was an acceleration for sure, but I think a little light of expectations. You noted that there was still churn causing the Benelux book to be below positive, or negative growth, alongside there were some positives with the Nordics, Germany, and Switzerland returning to growth. If I then take that point, like, okay, let's unpack the puts and takes between maybe what didn't go as planned, that puts you to the bottom end of the range for 4Q. Then separately, it looks like NNR growth of 3.6% accelerated slightly, but still a delta there.
Maybe just a little bit of context around the NNR side as well on top of that. Maybe you could talk a little bit about the businesses which were pruned as well. The business you sold today in India, maybe you could just give us a little bit on the growth profile there. Were on average, these businesses growing faster than the rest of Worldline at the time that they were sold? Specifically on India, just curious, why you didn't-- It seems like you're maintaining an ongoing presence there. Was there a reason why you didn't wanna just, you know... you quite strongly reiterated your presence in India. Was there any reason why you didn't just pull out of that business entirely to focus on your core region within Europe? Thank you very much.
A lot of questions. I will try to memorize them. On your first question, we are exactly where we wanted to be, especially on the SMB on the SMB front. What's striking in the last quarter is that, and it's also the case in the beginning of this year, is that month after month, we improve the churn in all the geographies. It is true, as you said, that Benelux is still lagging behind. We are in a bit specific ecosystem, you know, in Belgium, with this local payment scheme, local protocol.
We've been a bit late as compared to the other geographies because we have to integrate this very specific setup in the various integrators and distributors. I'm quite positive that things will also turn around in the Benelux in the coming months. It takes more time than the other geographies. On your second question, which is the NNR versus the external revenue. Here, the discrepancy that we see is linked to the various dynamics between our segments.
Obviously, when we are more growing in cross-border e-commerce, like travel, airlines, when we are more growing in geographies where international schemes are stronger, then we have more scheme fees that we are struggling from time to time to replicate, I mean, to transfer to the merchants. That does explain why you never have a good, I would say, synchronization between external revenue and NNR. I think what matters for us is step by step, with the automation of our finance tool, to be able to communicate also our trajectory in NNR as the industry does it. Today, we are able to give you what it is at the end of the period, but not to give you the outlook.
On the third question, which is about India. You're right, we have two presence in India. We had this merchant business, and we have our GCCs, which are the offshore, to make it simple, development teams that we use for Western Europe. The Indian market has changed quite a lot over the last month. More regulation, especially on some verticals on which we were exposed, especially around digital goods and gambling, and also shift from card to local wallets. As a consequence, the cost profile of our Indian business has massively deteriorated over the last month. It was so specific with solitary synergy with Europe, that we decided that it was better to exit. This is what we did, and obviously, we keep our presence in terms of offshoring capabilities in India, because this is feeding our competitiveness in Europe. I hope I answered all your questions.
Yeah. No, that's great. I'm thinking because there was another event, it might be a little bit light on questions, so I'll just ask a clarifier on the first one, which is just of those components within merchant services, maybe you could just comment on what helps deliver the low single digit, the expectation for 2026. Is it, you know, Benelux returning to growth is part of that? Is it enterprise returning to growth is part of that? Maybe you could just walk through the components of merchant services growth that deliver us to the guidance.
Yeah, yeah. Sorry. I did put focus on SMB, which is 50% of our total revenue, as you know, because it's because Belgium is most massively a question of SMB. You're right. On enterprise, which is One Commerce, here we will be a bit impacted by churn of merchants that have decided in 2024 and still in 2025, when the company was in trouble, to move to some other providers. Okay? That's one important. Also when we migrate enterprise merchants to our new e-commerce solution, some are choosing to migrate to GoPay, which has been the case of SNCF, also Betclic or Cdiscount.
Some decide to migrate to some other providers, we did factorize some churn linked to this migration, by the way, at the same time, on SMB and on enterprise. Regarding global commerce, here we are in a different situation. There has been also some churn in the recent years. We've been also more selective in what we want to do, especially in the travel and airline segments, where we have the risk, the portfolio, and we clearly need to reboost our sales in the digital goods, where we have been a bit lagging behind in terms of sales performance. Those are the components that explain this low- single- digit growth that we forecast for 2026.
Amazing. Thank you very much. Appreciate it.
Thank you. We will take our next question. Your next question comes from the line of Hannes Leitner from Jefferies. Please go ahead. Your line is open.
Yes, thanks. Also a couple of questions. Maybe just, like, it seems like a small range, but when I'm looking at your Q4 still being down 2% on organic basis, maybe you can talk a little bit about the low end of the guidance range and then the high end. Then maybe just squaring that, how you see OpEx evolving. It looks like you look for low- single-digit OpEx growth and low- single-digit top line growth, so more or less in line with that. Then you talked about headcount reduction and divestments. Then the second question is just like the base of your guidance. You gave very welcome pro forma, including the pre-CMD announced and then the post-CMD announced divestment. Should we take those? Because clearly some of them, they still contribute for 2026.
S hould we take the pro forma excluding any of the currently announced targets as the base for the guidance? Or is it the mix because of the closing, depending on the closing? Thank you.
I think Srikanth will take, the two questions. You hear that?
Yeah. Thank you. I'll start with the second one then. We debated that point a lot, obviously, because of some of the closings happening during the year. We felt that providing the clarity to all of you as to what will be the future perimeter in no unclear terms, was very important. During the year, unless we will, of course, provide what is the incremental contribution coming from the two which are not yet, which have been signed recently and not yet closed. For the other assets which still need to be signed, we'll be providing a clear, distinguished perimeter. Of course, that's gonna be accretive to what baseline we are providing today, for sure.
Most of those will be closed by H1, so it's gonna be accretive to the basis we are providing today. You can see that it's EUR 900 million of sales, EUR 200 million of adjusted EBITDA, and EUR 55 million of cash. If it's end of a quarter, you can probably linearize them to have a view as to what will be the potential upside to those numbers.
If I made EUR 400 million of revenue because the EUR 500 million of MeTS is already out.
Correct. That's right.
Yeah.
Excluding MeTS, we are talking about EUR 400 million.
Yeah. Okay, on the guidance, revenue and cost?
On the OpEx, as we said, we actually said 2 things during the CMD, and it still stays. We said we'll have a adverse business mix in terms of revenues and margins. Secondly, we also said we're gonna invest in remediation measures in 2026. While you saw that there were some one-off costs in 2025, as I was alluding to the EUR 50 million, we will end up spending something like EUR 30, 40 million on remediation costs in 2026 to address the backlog of ongoing due diligence. The rest will still have an adverse mix effect in 2026, at least for the airlines business, as we mentioned. The FS overhang will continue as well.
We don't expect the OpEx to be too different from what we had in 2025, hence both the single, low- single- digit revenue increase as well as similar level of adjusted EBITDA.
Yeah. Maybe on your, on your first question, which is the Q4, if you go to the Slide 33, you will see that in terms of transactions, in terms of merchants, volumes, in EUR, we grew in Q4 by 3%. We then have some insight on the beginning of this year. It's more on the hardware side of things, that we did less in Q4 than Q4 the previous year. That's the explanation of the gap probably between last year and this year.
Just a small comment on this. I mean, MSV, you rebased basically for the Girocard acquiring volumes. Is that right? That would be one element to see that.
You mean is the Girocard changing? No, because I think it's a pro forma. I think the whole year is including the Girocard.
Okay. Thank you.
Thank you. We will take our next question. The question comes from Frederic Boulan from Bank of America. Please go ahead. Your line is open.
Hey, thank you. Good evening, Pierre-Antoine and Srikanth. Two questions, please, and maybe follow up. If I can come back on your 2026 EBITDA guidance. On Slide 25, we've got, you know, some flat EUR 20 million EBITDA growth on a kind of fully rebased pro forma perimeter. If we look at 2025, we saw about 5 percentage points margin compression, and the kind of mix was a factor.
If you can come back a little bit on the assumptions you've taken here, the impact of that adverse mix, maybe from a country perspective, on the business, the kind of different dynamics between assets that are growing faster with lower margins, et cetera. Yeah, so we need to understand, you know, why we're gonna see a much more stable performance from a margin standpoint this year. Second, on the comment you made around customer churn, on the back of prior contract termination you had in 2024, 2025 that are yet to materialize and some churn driven by platform migration, can you explain a little bit, you know, how are things going right now in terms of...
discussion with customers? I mean, you mentioned, you know, good NPS, et cetera. I mean, do you, how do you know, how do you measure the kind of commercial traction you're having right now, versus competition? Is it stabilized, or you still sort of have some of those tough discussion and losses? You know, interesting to hear a bit more about that kind of churn, driven by platform migration. I mean, is it significant? Is it more detailed? Would be, would get some more detail on that. Thank you.
Sure. In terms of, in fact, we are consistent. First point, that we are absolutely consistent with what we said at the CMD, okay? All what we see today is consistent, sometimes a bit better, but it's overall consistent with what we said. If you recall the CMD, what we said that in 2026, we would foresee still some pressure on the contribution margin. The rest of the plan, we are a bit conservative since we consider stabilization of the contribution margin, which is the highest level of the margin, during the rest of the plan, on the backs of the evolution of the mix and the pricing initiative. We are. Why is that?
The first reason, obviously, is that the dip that we've been experiencing in financial services, termination of contract, impacting us in 2025 and still 2026, if you remember correctly. Lack of new orders obviously is there, and that has a negative impact on the margins, because the contract that we have lost were very highly margined, because they were quite old contracts. When we start to refill the backlog of financial institution, then it's mostly setup, and the setups are a bit lower margin than the run. What we anticipate for financial services is that the restoration of margins will take some time, and we were more speaking about 2027, 2028, than 2026.
On the merchant side of things, what we said is that, we were a bit cautious on enterprise and global commerce. Most of the swing will come from SMB. On SMB, you're right, it a bit depends on the geographies. In the restart, I would say, of SMB, we started with Sweden, which is a market, which is significantly exposed to Interchange. The margins are lower and especially lower than the markets where we have very strong position, like Switzerland, Belgium, Germany. That's one point.
In the countries where we've been attacked and then when we are now growing again, like Switzerland, obviously there is some pressure on the margins that does explain this evolution. The good news, because there are good news here, is that we have very good results of our growth initiative in terms of evolving the pricing and the products that we sell. You know, that we are investing also a lot on value-added services, so DCC is one of them. Merchant cash advance is another one. Merchant cash advance is now deployed in six geographies.
Obviously there is a ramp-up to make sure that we take the good risk, which are not on our balance sheet, but on the balance sheet of our partners, that we have the proper digital experience. Step by step, those initiatives will help to preserve, if not increase, the margins that we are making on SMB. On the question on commercial traction and churn. Again, it depends a bit on the segments. If I think about enterprise and financial services, we have clearly an improved commercial traction as compared to the situation we were in in the first half of this year. First, because on the merchant services side, we have now the terminals, which are available with a good performance.
I mean, we are not winning every time. Obviously, there is very fierce competition, but we managed to turn around now the situation on FS and on MS enterprise. Finally, regarding the churn of your question. Where the churn is the most, I mean, I would say, predictable or the most significant, it's not on the acquiring, the convergence on acquiring, because we are not really touching the merchant. We are more bringing additional functionalities to the merchants. And we migrate the portfolio when we have all the features which are requested. It's more on the acceptance.
More on the acceptance on e-commerce, because obviously, acceptance e-commerce is an area where the merchants are well integrated into their software systems, and so it's easy for them to benchmark what they can have. So this is where we are the most exposed, especially on the SMB, to churn. Okay, we did factorize that obviously, in the 2026 figures.
Okay. Thank you. If I can ask two quick follow-ups. Firstly, on the guidance, your CMD guidance performer was slightly lower, adjusted EBITDA in 2026 and 2025. Now it's for kind of flat to up. Is it because you are disposing of weaker businesses, or there is an improvement on the line? Second question, or second follow-up, when you look at the leverage, your target of less than 2x for the end of this year, beyond the free cash flow, the CapEx increase, the disposal and the puts you mentioned, any other item that we should bear in mind in terms of bridge to 2026 debt?
I'll take the second one. I think you hit all the points that impact the leverage, no? I think that's it. We are consistent again with the less than 2x when we simulate the M&A cash proceeds, the level of EBITDA, the puts, and so on. I mean, that's really where it is. The first question was?
Just on the EBITDA, I mean, yeah.
The EBITDA, as compared to the initial guidance, yeah.
Yeah. We did say during the CMD that, for 2026, we'll be at the lower end. If you recall, we did say at that time, because we had the EUR 830 million-EUR 855 million, and on the CMD scope was EUR 720 million-EUR 745 million, and we said we would be at the lower end of 2025, and therefore, that's why the EUR 720. Because we had the unfavorable business mix, as well as the investment in the remediation and the North Star transformation program does not bring results until 2027. Those were the three key drivers, and we are still in the same area. In terms of the upside of adjusted EBITDA, between EUR 630 million- EUR 650 million, so that's a range.
We did not have that range during CMD, we just said lower end. We feel that we've got some pockets to improve on our execution, that's why we've given that range. We are still consistent with the lower end of 2025 as our bottom end.
Perfect. Thank you very much.
You're welcome.
Thank you. We will take our next question, the question comes from Emmanuel Matot, from ODDO BHF. Please go ahead, your line is open.
Pierre-Antoine Vacheron. hello, Srikanth. Three questions for me, please. First, can we expect revenue to stabilize in the first quarter, or we have to remain patient? Second, why have you decided to do further impairments on goodwill in H2 in merchant services? Third, why is your 2030 guidance unchanged for free cash flows at EUR 350 million , despite changes in scope that result in lower EBITDA? Thank you very much.
Maybe I can take the third one, because it's easier. It's easiest. No, I mean, the more, the more we get mature on our trajectory, the more we see potential to improve EBITDA to cash conversion. I think that's the most important point. We consider that the assets that we are disposing are where, in fact, cash dilutive in their trajectory as compared to the trajectory of the core European business. That's the first question. On the impairment, I can't answer, but I will let Srikanth answer. On the first question, you are a bit. I recognize you. I think we what we do, see as a outlook is that we should be stabilized in H1, generally speaking, and we'll see what Q1 gives. On the additional impairments, Srikanth?
Hello, Emmanuel. On the impairment, I mean, again, to be extremely clear, when we did the H1 impairment of the EUR 4 billion, and then we did the CMD presentation and the new business plan, there was no need to do any impairment, okay? Then when we talked about the revised scope, the way we did that was, again, coming back to the point that Pierre was saying, when we look at the pruned scope and its growth prospects vis-à-vis the sale value we were getting, we had impairment on the pruned scope. When we say MS, this is not on the continuing business, it was really on the future outlook and the current sales value about this.
It was not growing as fast, this pruned scope, so we had to impair this part alone. All of the impairment that you see for H2 i s-- everything related to the pruning scope and not to the underlying business? I don't know if that answered your question, Emmanuel.
Unfortunately, it looks like Emmanuel now has disconnected from the call.
Okay, I guess his question was answered then.
We will proceed with the next question comes from the line of Craig McDowell from JP Morgan. Please go ahead. Your line is open.
Hi, good evening, gents. Thanks for taking my question. The first one's for Srikanth. I'm just wondering if you could give us a better sense of the bridge from EBITDA to free cashflow. It certainly seems a bit better than the consensus expecting and maybe better than the CMD suggested. The cash bridge would be helpful. Just to follow up on pricing, just whether you could talk about your ability to reprice for those higher international scheme fees that you talked about. Is that being reflected in new contracts that you're signing? Thirdly, if you could give any update on sort of the regulatory investigations in Belgium and Sweden, that would be helpful. Thank you.
You want me to take the cash cost, and you take the other two?
Yeah. Thank you.
Hello, Craig . On the cash cost, we did say that more or less the cash cost was built into five blocks. That's what we said during the CMD. CapEx, we had the rationalization and integration costs. We did talk about taxes, interest, and the leases. I would say most of them are unchanged. We do have higher interest costs in 2026 compared to 2025. We, especially with some of the bond refinancing we did in the summer of 2025. We have indeed, we did say during the CMD, we have a higher level of tax costs. We now expect this to be flatter.
Then in terms of CapEx as well, we expect to remain flat on the post-pruned scope. Then the rationalization integration cost, which is where we said that we'll move from a kind of EUR 240 billion of spend in 2025, to a spend between EUR 170 million-EUR 180 million in 2026. That's where I would say the reduction in the cash cost comes from, with the offset in interest costs. Those are the two key factors that are at play, and we expect that to continue on through 2026. Then 2027, we expect the rationalization integration cost to go down even further.
Thank you. On your question regarding—
Repricing?
Yes. renew, management or repricing. Basically, you know, you have three types of actions to make it super simple. We realized that considering where we are standing in terms of process and tools, we were not always invoicing all what we were supposed to invoice, okay? It was just correction of the way we do invoice that had to be implemented. This one is easy, if I may say so. The second topic, obviously, is to push as much as we can the scheme fees to the merchants.
The more we are able to invoice on what we call interchange plus plus, the better it is because then we are not exposed ourselves to the evolution of the scheme fees. This is something that we do depending on the platforms. Clearly, we are pushing our systems to be able to do that on all our platforms. The third topic is to sell additional products to the merchants and to increase the ARPU. On the last question, which is regulator investigator, regulator investigation. As you know, we've been doing all the audits to be sure about where we were standing in terms of portfolio, in terms of quality of the portfolio. We disclosed that in October, this is something which is behind us.
There has been some, obviously some, audits from the regulators, in the various geographies. We don't have all the conclusions. Obviously, there are things to improve, especially what we call ongoing due diligence remediation, that we are not industrialized enough at Worldline, and that's one of the key topics on which we are working. Among the expenses that we have in 2026, there is a significant part which is linked to the consumption of the backlog of ongoing due diligence. This is where we stand. We have a very strong engagement with all the regulators, in all our geographies, and we manage all of that as professionally as we can.
Thank you both very much.
This concludes today's question- and- answer session. I'll now hand the call back for closing remarks.
Thanks, thanks a lot, and thanks all for, I mean, staying so late, on this, on this call. As you see, we've made significant progress over the last, over the last quarter. We are fully stabilized. We are fully repositioned, as a key payment infrastructure, pay. We are absolutely on track and We are where we want to be in terms of commercial turnaround, so there is still to do. That's the good news. But in terms of commercial turnaround, we are making the progress that we want to make, and that's the case also for transformation. Obviously, the capital increase that is ahead of us is an important milestone, to be fully focused, on the business drive and the achievement of the North Star objective.
Thanks again, and looking forward to have a new catch-up in the coming quarter. Have a good day.
Thank you, everyone.
Good night.
Yeah, thank you.
This concludes today's conference call. Thank you for participating. You may now disconnect.