REG - Eurowag - Preliminary Results
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RNS Number : 9806X Eurowag 25 March 2026
LEI:
213800HU63CWV5J8YK95
25 March 2026
W.A.G payment solutions plc ("Eurowag" or the "Group")
Preliminary results for the year ended 31 December 2025
Double-digit net revenue growth with strong profitability and reduced leverage
Eurowag Office live, customer migration in progress
W.A.G payment solutions plc ("Eurowag" or the "Group") today announces its
preliminary results for the year ended 31 December 2025.
Martin Vohánka, Founder and CEO, commented:
"As we celebrate 30 years of supporting the commercial road transport
industry, 2025 stands out as a defining year for Eurowag. After years of
disciplined investment and execution, we brought to life our most ambitious
project yet: Eurowag Office, our end-to-end digital platform is now live. This
is a major strategic milestone for the Group that strengthens our position as
the commercial road transport industry's digital operational partner. We have
already 35% of our customers actively using the platform and plan to migrate
the majority of our customers by year-end 2026. Encouragingly, this
large-scale transition has been met with strong customer endorsement, with our
Net Promoter Score increasing to 43.8 in 2025 compared to 40 in FY 2024. This
is clear evidence of the value and simplicity we are delivering to customers.
During 2025 we also delivered strong financial results. We have reported
double-digit net revenue growth together with increased profitability and cash
flow generation, enabling us to reduce leverage whilst investing in the
business and delivering enhanced returns to our shareholders.
Continuing to ensure a smooth customer migration experience is a strategic
priority for this year. Our resilient business model enables us to maintain
sustained growth and profitability during a migration year, supported by
increasing recurring revenues. We remain confident in our ability to deliver
in line with market expectations for 2026, as we transition from build to
scale."
Strategic Highlights
· Eurowag Office Platform launched in 2025. The platform now integrates
the majority of Eurowag's core services, including Fuel, Tax Refund, Fleet
Management Solutions ("FMS"), Work Time Management ("WTM"), Navigation and
Financial Services. Most Toll solutions are already available within Eurowag
Office, including European Electronic Toll Service ("EETS")-which represents
approximately 70% of total transacted toll volumes-while the remaining toll
services are expected to be integrated during the second quarter of 2026. The
final set of services related to Transport Management are scheduled to be
integrated by the end of 2026.
· Customer migration began in 2025. As of today, 35% of our customers
are actively using the platform and we expect the majority of customers to
be migrated to Eurowag Office by the end of 2026.
· Net promoter score ("NPS") improved by +3.8pts to 43.8pts, supported
by ongoing product development and our commitment to delivering increasing
value to customers.
· Total active trucks increased by +6.4% to 321,500, reflecting
continued expansion of our customer base.
· Average number of products per truck increased from 2.7 to 2.8,
reflecting our cross-sell opportunities through Eurowag Office and our ability
to provide integrated solutions that enhance and streamline customer
operations.
· Subscription revenues increased by 1.1% to €79.4 million, which
represented 24.1% of total net revenues (FY 2024: 26.8%), relating to
data-centric products accounted for in our Mobility revenues.
Full Year 2025 Financial Highlights
We are pleased to report another year of strong financial performance, despite
a challenging macroeconomic and geopolitical environment and a focus on the
rollout of our digital platform, in line with our guidance and the result of
disciplined execution.
· Total net revenue(1) increased +12.9% to €330.1 million (FY 2024:
€292.5 million), primarily driven by solid growth in Payment solutions.
· Payment solutions net revenue(1) increased +20.1% to €200.4 million
(FY 2024: €166.9 million), supported by impressive growth from Toll revenues
of +52.3%.
· Mobility solutions net revenue excluding non-CRT(2) Fleet Management
Solutions increased 5.5%, mainly driven by growth in our Transport Management
Solutions, Financial Services and Core CRT Fleet Management Solutions. Total
mobility solutions net revenue, including non-CRT FMS increased +3.3% to
€129.7 million (FY 2024: €125.6 million).
· Adjusted EBITDA(3) increased +8.5% to €132.1 million (FY 2024:
€121.7 million), with Adjusted EBITDA margin of 40.0% (FY 2024: 41.6%),
driven by sound net revenue growth offset by higher operating expenses,
primarily due to higher employee expenses reflecting continued investment in
top talent and performance-aligned remuneration as the Group scales. We expect
this strategic investment to drive growth in future periods.
· Adjusted cash EBITDA(3) increased +10.5% of €98.0 million (FY 2024:
€88.7 million), with Adjusted cash EBITDA margin of 29.7% (FY 2024: 30.3%),
due to higher net revenues and share-based payments, despite higher
capitalised R&D spend, which remained below the guidance cap for the year.
· Statutory profit before tax increased 62.4% to €19.0 million (FY
2024: €11.7 million) as a result of growth in net revenues.
· Adjusted basic EPS(3) increased to 4.83 cents per share (FY 2024:
4.65). Basic EPS decreased to 0.30 cents per share (FY 2024: 0.39) mainly
driven by the impact of windfall tax expense.
· Capital expenditure of €56.5 million (FY 2024: €46.0 million), of
which €41.4 million (FY 2024: €35.0 million) was capitalised R&D(4)
primarily relating to our integrated platform. These investments strengthen
our Eurowag Office and Tech & Data capabilities, positioning the Group to
successfully migrate the majority of customers to Eurowag Office in 2026 and
support scalable growth and monetisation.
· Robust free cash-flow(5) generation continued to strengthen the
balance sheet through a reduction of net debt(6) to €216.2 million (FY 2024:
€275.5 million), with net leverage(6) at 1.9x (FY 2024: 2.3x). During 2025
the Group paid a special dividend of €24.3m.
FY 2025 financials
All values in millions (€m) unless otherwise stated
Key statutory financials FY 2025 FY 2024 YoY growth
Revenue (€m) 2,308.3 2,236.6 3.2%
Net revenue(1) (€m) 330.1 292.5 12.9%
Payment solutions net revenue (€m) 200.4 166.9 20.1%
Mobility solutions net revenue (€m) 129.7 125.6 3.3%
Profit before tax (€m) 19.0 11.7 62.4%
Basic EPS (cents/share) 0.30 0.39 (23.1)%
Alternative performance measures (3) FY 2025 FY 2024 YoY growth
Adjusted EBITDA (€m) 132.1 121.7 8.5%
Adjusted EBITDA margin (%) 40.0% 41.6% (1.6)pp
Adjusted cash EBITDA (€m) 98.0 88.7 10.5%
Adjusted cash EBITDA margin (%) 29.7% 30.3% (0.6)pp
Adjusted basic EPS (cents/share) 4.83 4.65 3.9%
Strategic KPIs FY 2025 FY 2024 YoY growth
Total active trucks (000s)(7) 321.5 302.1 6.4%
Average number of products per truck(7) 2.8 2.7 0.1
Net promoter score (points) 43.8 40.0 3.8pts
Subscription revenue (%) 24.1 26.8 (2.7)pp
Notes:
1. Net revenue is defined as revenue less costs of goods sold.
2. Non-CRT Fleet Management Solutions exclude non-truck revenue such
as LGVs, buses and passenger cars.
3. The Group presents various alternative performance measures
("APMs"). Refer to Note 2 of the accompanying financial statements of this
document. Adjusted EBITDA is defined as EBITDA before Adjusting items.
Adjusted cash EBITDA is defined as Adjusted EBITDA less capitalised R&D
plus share-based payments.
4. Capitalised R&D excludes investments in hardware of onboard
units ("OBUs") and infrastructure.
5. Refer to Free Cash Flow table on page 12 of this document.
6. As per covenant calculation, net leverage is defined as the ratio
of total net debt to adjusted EBITDA. Total net debt includes financial lease
liabilities and derivative liabilities. Please refer to Note 15 of the
accompanying financial statements of this document for the definition of
adjusted EBITDA for covenant calculations.
7. An active truck is defined as a vehicle that has paid for a service
in a given month. Average number of products per truck is defined as the
average number of products used by an active truck in a given month.
Outlook and FY 2026 guidance
As we enter 2026, this will be a pivotal migration year for Eurowag. The
successful transition of customers to Eurowag Office is our primary strategic
priority, as we focus on ensuring a smooth, high-quality migration experience
while further strengthening the foundations of our integrated digital
ecosystem. While execution will remain firmly centred on delivery and customer
adoption, we expect to maintain sustained growth and healthy profitability,
supported by our resilient business model, increasing recurring revenues, and
disciplined financial management. With this in mind, we remain confident in
our ability to deliver in line with market expectations for FY 2026. Our
guidance for 2026 is as follows:
· Low double-digit net revenue growth
· Adjusted EBITDA margin ~40%
· Capitalised R&D below the cap level of €50m
· Adjusted cash EBITDA in the range of €105m to €115m
· Net leverage ratio expected to remain below 2.0x, within our target
range of 1.5x-2.5x
Given our strong cash generation, the Board is recommending a second special
dividend of 1.5p per share, of around €12 million, subject to approval at
the Annual General Meeting ("AGM") in May 2026.
Investor and analyst presentation today
Martin Vohánka (CEO) and Oskar Zahn (CFO) will host a virtual presentation
and a Q&A session for investors and analysts today, 25 March 2026, at
9.00am GMT. The presentation and webcast details are available on the Group's
website at investors.eurowag.com
(https://thedesignportfolio-my.sharepoint.com/Volumes/Simon%20-%20Production/_DP%20WORK/EuroWAG/investors.eurowag.com)
Please register to attend the investor presentation via the following link:
Eurowag 2025 Full-Year Results Announcement - W.A.G Payments Solutions plc |
SparkLive | LSEG
(https://sparklive.lseg.com/WAGPAYMENTSOLUTIONS/events/34150413-e71d-4e93-beff-0b3ba366ac12/eurowag-2025-full-year-results-announcement-w-a-g-payments-solutions-plc)
To view the webcast, you will need to register with SparkLive, which should
only take a moment.
Should you want to ask questions at the end of the presentation, please use
the following link:
Registration | Eurowag 2025 Full-Year Results Announcement
(https://eurowag-2025-full-year-results-wagpayments-solutions-plc-mar-26.open-exchange.net/registration)
If you have any questions please contact issuerservices@lseg.com
ENQUIRIES
Eurowag
Carolina Orozco
VP Investor Relations and Communications
+44 (0) 75 5537 3873
investors@eurowag.com (mailto:investors@eurowag.com)
Sodali & Co
Justin Griffiths, Gilly Lock
IR and international media
+44 (0)20 7250 1446
eurowag@sodali.com (mailto:eurowag@sodali.com)
About Eurowag
Eurowag was founded in 1995 and is a leading technology company and an
important partner to Europe's commercial road transport industry, with a
purpose to make it clean, fair and efficient. Eurowag enables trucking
companies to successfully transition to a low carbon, digital future by
harnessing all mission critical data, insights and payment and financing
transactions into a single ecosystem and connects their operations seamless
before a journey, on the road and post-delivery. Eurowag is listed on the
London Stock Exchange (LSE:EWG) and is a constituent of the FTSE 250.
investors.eurowag.com (https://investors.eurowag.com/)
CEO Statement
Over the past several years, Eurowag has executed a focused strategy to expand
its capabilities and build a comprehensive ecosystem of services for the
Commercial Road Transport (CRT) industry. Through disciplined investment,
targeted acquisitions and the integration of multiple solutions, we have
created a unique combination of assets designed to address the
mission-critical needs of SME customers. This progress has led to the launch
of our end-to-end digital platform, Eurowag Office "EW Office", bringing
together our services into a single integrated ecosystem. In 2025, we
continued to advance the rollout and integration of this platform while
further strengthening our offering through new and enhanced services in EW
Office, ongoing improvements to our operating model, the expansion of our
commercial strategy, and continued progress in our ESG and sustainability
initiatives. The following section highlights some of the key achievements
across these areas.
Driving Progress: 2025 Product Achievements and Updates
Fuel: we continued to expand our product portfolio and network, further
strengthening our position as a pan-European company. Our Energy operations
are now present in 25 countries, following the addition of the UK in June and
Estonia in July 2025. Our Energy network expanded to ~17,000 acceptance
points, alongside further growth in alternative fuel stations to ~2,200,
reinforcing our commitment to supporting customers through the EU's
decarbonisation transition. Our mobile acceptance points increased to 2,600 in
15 countries, enhancing flexibility and accessibility for customers on the
move.
Alternative Fuels: we continued growing our alternative fuels operations, with
volumes doubling compared to the previous year. In March, we expanded our HVO
network to Spain, enabling customers to refuel at Eurowag truck parks, and
launched bioLNG offering at over 30 acceptance stations across Germany,
alongside a significant increase in the number of refuelling locations for
both HVO and bioLNG. We have seen that ~20% of the LNG consumption of our
customers transitioned to bioLNG in 2025. In December, we opened a
multi-energy truck park in Trnava, featuring Slovakia's first 400 kW e-truck
charger, as well as HVO refuelling, secure parking spaces, a truck wash and a
trucker bistro.
With broader geographic reach, an expanded network, enhanced digital
integration and continued advancement in alternative and low-carbon energy
solutions - including electric offerings - we enter 2026 from a position of
strength. Our sustained investment in product development ensures we are well
placed to accelerate growth and support our customers across both conventional
and low-carbon energy ecosystems.
Toll: we continued to strengthen our fully interoperable EETS Toll Solution.
During the year, we added Switzerland and Bulgaria as two newly licensed
countries, bringing the total number of EETS licensed countries to 13 and
expanding our overall Toll Solution coverage to 23 countries. Our EVA onboard
unit, which also includes our Fleet Management Solutions, grew 49.5% in the
year to ~108,000 units. This enables customers to streamline operations
through fewer onboard units and simplified cross-border toll management.
Enabled by the completion of the foundational work on the digital platform, we
have made significant improvements to our product portfolio, which are now an
integral part of EW Office:
Mobility: within the Fleet Management Solutions and Work Time Management in EW
Office:
- Our Route Planner received major upgrades, including AI-based cost
calculations for fuel, tolls, and operational expenses, improved user
experience and performance, CO₂ and fuel consumption metrics, as well as
closer integration with transport orders.
- Fuel Management improvements include probe integration, advanced
analytics, reporting, and stronger validation to prevent errors and fraud.
- Live Map capabilities were expanded, offering full acceptance
network visibility, fuel price insights, clustering, road restrictions,
incidents, street view, and enhanced real-time tracking of vehicles and
trailers.
- Telematics Intelligence and alerts were strengthened, delivering better
visibility of operational events and richer reporting, including multi-day
trips.
- 'Tacho Remote', enabling fleets to download tachograph and driver card
data remotely, reducing administrative effort and supporting compliance, with
multi-company support and growing commercial adoption.
- Work Time Management features now allow monitoring of infringements,
reporting, and live-map planning to ensure driving-time compliance.
Within Financial Services offered as core services in EW Office we broadened
our payment network and capabilities across closed and open-loop systems,
including integration with Visa. We also piloted Flexi Pay, which is an
innovative digital solution that allows customers to have more control and
extend their payment terms. The pilot phase confirmed strong customer interest
and validated the underlying business case. From 2026 we will begin expanding
this solution with our customers.
Multi-channel Sales Strategy:
· Direct Channel: the majority of our growth has been driven through our
direct sales channel. Over the past year, we have further strengthened this
capability by increasing the amount of product specialists into frontline
teams, enhancing our platform sales capacity and ability to accelerate
cross-selling initiatives and value-driven solution bundles to our customer.
Additionally, we have introduced agentic AI models for sales support, and
created a new customer success function to underpin our EWO platform model and
unlock further sales efficiencies.
· Indirect Channel: we have built long-standing relationships with the
leading truck manufacturers ("OEMs") in the industry, including IVECO, Volvo
Group (covering both the Volvo and Renault brands), Daimler Truck, and Isuzu
Motors. Together, these manufacturers represent approximately 51% of the
European truck market. We have made significant progress with all of them, and
we see the period beyond 2027 as critical, as these partnerships are expected
to become increasingly important drivers of the company's future growth.
· Digital Channel: as we evolve our commercial strategy, we are
placing increasing emphasis on expanding our digital sales channel. During
2025, we developed digital onboarding workflows and conducted pilot programs
in selected markets, achieving very promising results that demonstrated the
model's viability and scalability. This new capability allows customers to buy
and complete onboarding entirely online and begin transacting immediately with
a digital card embedded in our navigation mobile app. At the same time, the
solution strengthens scalability across our multi-channel sales model,
enabling more cost efficient customer acquisition.
Strengthening the Foundations for Scalable Growth
2025 was also an important year for Operations, focused on further
strengthening the structural foundations required to scale Eurowag as an
integrated, recurring-revenue platform. Across the business, operational
capabilities continued to evolve alongside growing volumes. Service
reliability remained strong, resolution times accelerated and processes were
further streamlined, reflecting the increasing efficiency of the platform
operating model. These developments were supported by ongoing work to simplify
processes, harmonise systems and reinforce governance. As part of an improved
operating model, the organisation undertook targeted structural adjustments to
ensure the right capabilities and talent were in place. This included both
redundancies and selective hiring, resulting in one-off costs during the year,
but establishing a more efficient and scalable structure expected to support
improved performance over the medium to long term.
Customer Care capabilities also evolved to support the transition toward a
more integrated platform model. The rollout of 24/7 technical support extended
availability across markets, while investment in next-generation case
management, knowledge architecture and AI-enabled workflows established the
foundations to optimise cost-to-serve, enhance first-contact resolution and
support recurring revenue growth as Eurowag Office adoption expands.
Risk management and resilience capabilities were also further developed.
Cybersecurity governance evolved into a unified, threat-based operating model
and a comprehensive Business Resilience framework was established, reinforcing
operational stability, strengthening predictability and supporting investor
confidence in the long-term sustainability of the platform model.
Looking ahead, Operations will continue to focus on efficiency, scalability
and security, enabling faster platform adoption, structural cost efficiencies
and sustained margin protection as the business scales.
Integrating Data, AI, and Operations to Drive Value
What makes Eurowag unique is not a single capability, but the combination of
assets we have built and integrated into one ecosystem over the years. We own
and continuously enrich a vast base of proprietary data generated through our
transaction infrastructure, service solutions, and embedded hardware. With
Eurowag Office positioned to be the operating system of the CRT industry, we
are deeply integrated into our customers' daily workflows and increasing the
quality of our data. This is critical advantage in a sector defined by
regulatory complexity, cross-border compliance and tight margins.
We actively leverage artificial intelligence to enhance this ecosystem. By
combining our proprietary data with advanced AI capabilities, we are
delivering smarter insights, automate administrative tasks, optimise costs,
and strengthen compliance controls - all while improving customer experience.
This combination of a trusted brand, regulatory expertise, proprietary data,
integrated infrastructure, and intelligent automation, positions Eurowag as a
long-term digital partner to the industry, uniquely equipped to evolve
alongside our customers and continue delivering increasing value over time.
Sustainability
This year, we updated our Sustainability strategy, bringing our priorities
together under three interconnected pillars: Transforming transport
sustainably, Investing in our people and communities, and Operating with
integrity. As we grow, we remain committed to combating climate change,
protecting planetary and human health, strengthening our resilience to
climate-related risks, ensuring regulatory compliance, and supporting a more
sustainable future for our customers and industry.
In 2025, we delivered tangible progress. We expanded on-site renewable energy
generation to 13 locations with photovoltaic panels and laid the foundations
for a circular OBU lifecycle, with 75% of units provided to customers
refurbished from returned devices. We continued to build our end-to-end
e-Mobility offering, launching a new closed-loop charging card for electric
trucks and vans, now live in Eurowag Office.
We also continued to invest meaningfully in our people and communities.
Through 'Philanthropy & You', employees supported 265 non-profit
projects across 19 countries, distributing €198,000 to causes they care
about. At the same time, we strengthened our inclusion and diversity efforts,
achieving our target of 40% women in leadership roles. Our ongoing focus on
health and safety is also reflected in this year's survey results to our
customers, with 88% of drivers stating that Eurowag supports safety at its
facilities and 84% recognising our positive contribution to safety while
driving.
As we look ahead, we will continue to build on this progress, embedding
sustainability, inclusion and safety at the heart of our long-term growth.
Board changes
During the year, the Group announced a number of changes to its Board. Steve
Dryden assumed the role of Chair following the AGM on 22 May 2025, bringing
extensive international leadership and financial experience, including prior
roles as CEO of Flint Group and Group Finance Director at DS Smith plc. In
January 2026, Linda Myers was appointed Non-Executive Director and Chair of
the Remuneration Committee, effective 2 February 2026. Linda brings extensive
experience in corporate law, governance, and capital markets, including senior
leadership roles at Kirkland & Ellis and board positions across publicly
listed companies in the U.S. and Europe.
During the period, the Board also saw the departures of Paul Manduca, Sharon
Baylay-Bell and Sophie Krishnan. The Board thanks them for their valuable
contributions during their tenure.
Performance review
(€m) Adjusted Adjusting FY 2025 Adjusted Adjusting FY 2024
items items
Net revenue 330.1 - 330.1 292.5 - 292.5
EBITDA 132.1 (14.8) 117.3 121.7 (14.8) 106.9
EBITDA margin (%) 40.0% - 35.5% 41.6% - 36.5%
Capitalised R&D (41.4) - (41.4) (35.0) - (35.0)
Share-based payments 7.2 - 7.2 2.0 - 2.0
Cash EBITDA 98.0 (14.8) 83.2 88.7 (14.8) 73.9
Cash EBITDA margin (%) 29.7% - 25.2% 30.3% - 25.3%
Depreciation, amortisation and impairments (47.2) (17.6) (64.8) (45.7) (19.8) (65.5)
Share of net loss of associates (2.3) - (2.3) (0.7) - (0.7)
Operating profit 82.6 (32.4) 50.2 75.3 (34.6) 40.7
Finance income 0.8 - 0.8 2.7 - 2.7
Finance costs (31.9) - (31.9) (31.7) - (31.7)
Profit before tax 51.4 (32.4) 19.0 46.3 (34.6) 11.7
Income tax (17.9) 1.1 (16.8) (14.0) 5.2 (8.8)
Profit after tax 33.5 (31.3) 2.2 32.3 (29.4) 2.9
Basic earnings per share (cents) 4.83 0.30 4.65 0.39
As in prior years, adjusted and other performance measures are used in this
announcement to describe the Group's results. Adjustments are items included
within our statutory results that are deemed by the Board to be either: i)
one-off by virtue of their size and/or nature, ii) strategic transformation
programmes or ERP implementation relating to key IT systems, or iii)
significant items outside the ordinary course of business. Our adjusted
measures are calculated by removing such adjustments from our statutory
results. Note 2 of the accompanying financial statements includes
reconciliations.
Revenue
(€m)
FY 2025 FY 2024 YoY YoY
change (%)
Revenue 2,308.3 2,236.6 71.7 3.2%
Payment solutions 2,178.6 2,111.0 67.6 3.2%
Mobility solutions 129.7 125.6 4.1 3.3%
Net revenue 330.1 292.5 37.6 12.9%
Payment solutions 200.4 166.9 33.5 20.1%
Mobility solutions 129.7 125.6 4.1 3.3%
Total revenue increased by 3.2% year-on-year to €2,308.3m (FY 2024:
€2,236.6m), primarily driven by higher volumes in Energy, which were
partially offset by lower fuel prices. Revenue is reported net of Toll volumes
charged to customers on behalf of Toll Operators. Revenue, including Toll
charges and net of customer discounts, increased by 6.6% to €4,000.8m (FY
2024: €3,751.6 m).
The Group delivered double-digit net revenue growth of 12.9% year-on-year,
reaching €330.1 m, supported by strong growth in Payment Solutions net
revenue, which increased by 20.1% compared to the prior year. This growth was
primarily driven by a significant 52.3% increase in Toll net revenues,
supported by the stronger positioning of our toll services within our customer
base, the continued expansion of our EETS toll solution (including the
addition of two newly licensed countries, Switzerland and Bulgaria),
increase in toll prices driven by CO₂ charges, inflation and
infrastructure cost coverage, particularly in Austria, the Czech Republic and
Slovakia, and the overall expansion of our toll network. Importantly, toll
revenues are largely re-occurring in nature, making them a highly predictable
and stable component of our overall revenue base.
Mobility Solutions net revenue, excluding non-core activities, grew 5.5%
year-on-year, driven by growth across our transport management solutions,
financial services, and core fleet management offerings. This growth was
partially offset by non-core fleet management revenues, including LGVs, buses,
and passenger cars, which are not central to our strategy. Including these
non-core revenues, total Mobility Solutions revenue grew 3.3% year-on-year. We
expect non-truck revenues to decline over time as we continue to focus on the
Commercial Road Transport industry.
Corporate expenses
€m Adjusted Adjusting FY 2025 Adjusted Adjusting FY 2024
Items Items
Employee expenses 110.1 5.8 115.9 92.3 3.4 95.7
Impairment losses of financial assets 12.7 - 12.7 13.6 - 13.6
Technology expenses 16.2 7.5 23.7 15.6 5.6 21.2
Other operating expenses 61.5 1.5 63.0 54.1 5.8 59.9
Other operating income (2.4) - (2.4) (4.8) - (4.8)
Corporate expenses before depreciation and amortisation 198.1 14.8 212.9 170.8 14.8 185.6
Depreciation and 47.2 17.6 64.8 45.7 19.8 65.5
amortisation
Total corporate expenses 245.3 32.4 277.7 216.5 34.6 251.1
Notes:
1. Corporate expenses before depreciation and amortisation, consist of
operating expenses, operating income and impairment losses of financial
assets.
Total corporate expenses increased by €26.6m to €277.7m (FY 2024:
€251.1m). There was an increase in total corporate expenses as a result of
increased employee expenses mainly driven by investment in people to support
the scaling of the business, salary inflation and change in senior incentive
programmes due to the introduction of Super LTIP in September 2025. Adjusted
total corporate expenses increased by €28.8m to €245.3m. Of this increase,
€17.8m is related to adjusted employee expenses which rose by 19.3% to
€110.1m.
Impairment losses on financial assets, primary arising from customer
insolvencies, decreased to €12.7m (FY 2024: €13.6m), reflecting stronger
portfolio performance in Poland and Romania, partially offset by
macro-driven pressure in Turkey. The credit loss ratio as a percentage of
energy and toll revenue, improved to 0.3% from 0.4%, reflecting robust credit
risk management and cash collection processes in place.
Adjusted technology expenses increased by 3.8% or €0.6m year-on-year to
€16.2m (FY 2024: €15.6m), consistent with the Group's continued focus on
technology development and cloud transformation. Other operating expenses rose
13.7% to €61.5m (FY 2024: €54.1m), driven by focused marketing initiatives
and newly introduced energy taxes. Other operating income decreased to €2.4m
(FY 2024: €4.8m), as the prior year benefited from a €3.0m legal
settlement related to an acquisition.
Adjusted depreciation and amortisation increased by 3.3% year-on-year to
€47.2m (FY 2024: €45.7m), primarily due to the amortisation of intangible
assets associated with higher capital expenditure in prior years.
Adjusting items in operating expenses, and depreciation and amortisation
(€m) FY 2025 FY 2024
M&A-related expenses 0.2 6.3
Transformation expenses 5.3 -
ERP implementation and integration costs 9.3 6.3
Share-based compensation - 2.2
Adjusting items affecting Adjusted EBITDA 14.8 14.8
Adjusting items in depreciation and amortisation 17.6 19.8
Total adjusting items 32.4 34.6
In FY 2025, the Group incurred €32.4m of costs (FY 2024: €34.6m)
classified as adjusting items, which have been excluded from the calculation
of Adjusted EBITDA and Adjusted profit before tax. These items are summarised
below:
M&A-related expenses are primarily professional fees incurred in exploring
future growth opportunities. During the year we also released a provision
relating to the acquisition of Inelo.
Transformation expenses were €5.3 million (FY 2024: nil) and relate to a new
Group project focused on delivering operational efficiencies across the
business. A further €8 - 10m is expected to be incurred in 2026. ERP
implementation expenses were €9.3m (FY 2024: €6.3m). We continue to
anticipate an additional €8-10m of expenses associated with this
implementation through to the end of 2026.
Share-based compensation awards granted prior to the IPO concluded in FY 2024
and therefore are no longer accounted within Adjusting items.
Amortisation of acquired intangibles decreased to €17.6m in FY 2025 (FY
2024: €19.8m), primarily relating to the acquisition of Inelo. The reduction
reflects the completion of the trademark amortisation in Inelo and CVS, as
well as software in Sygic.
Adjusted cash EBITDA
(€m) FY 2025 FY 2024 YoY growth (%)
Adjusted EBITDA 132.1 121.7 8.5%
Capitalised R&D (41.4) (35.0) 18.3%
Share-based payments 7.2 2.0 260.0%
Adjusted cash EBITDA (€m) 98.0 88.7 10.5%
Adjusted cash EBITDA margin (%) 29.7% 30.3% (0.6)pp
Adjusted cash EBITDA increased by 10.5% to €98.0m, (FY 2025: €88.7m), with
a margin of 29.7% (FY 2024: 30.3%), with capitalised R&D of €41.4m (FY
2024: €35.0m) and share-based payments of €7.2m (FY 2024: €2.0m).
Capitalised R&D totaled €41.4m (FY 2024: €35.0m), primarily relating
to our integrated platform, of which €28.3m was invested in products and the
Eurowag Office, and €13.1m in the development of our technology and data
systems.
Shared-based payments increased to €7.2m (FY 2024: €2.0m), reflecting post
IPO shared-based incentive awards and the new long-term incentive plan, the
(Super LTIP), approved in the Extraordinary General Meeting ("EGM") in
September 2025.
Net finance expense
Net finance expense for FY 2025 amounted to €31.2m (FY 2024: €29.0m).
While lower interest expenses and factoring fees provided some benefit during
the year, these were offset by higher foreign exchange losses. Finance income
decreased compared to the prior year, as FY 2024 included a foreign exchange
gain that did not recur in 2025.
Taxation
Income tax expense increased to €16.8m (FY 2024: €8.8m). The increase was mainly driven by a windfall tax of €5.3m (FY 2024: €nil), representing a one-off tax expense arising from a temporary windfall tax in Czech Republic applicable to selected taxpayers in years 2023-2025, driven by regulatory changes, rather than from the Group's ordinary operating activities. This was a temporary windfall tax applicable to certain large taxpayers operating in the energy, fossil fuel and banking sectors whose taxable profits exceeded specified thresholds. In the Group's case, the higher taxable base was mainly attributable to foreign exchange gains recognised in WAG payment solutions, a.s. in the Czech Republic.
The Group's Adjusted effective tax rate increased to 34.8% (FY 2024: 30.3%)
primarily due to: (i) higher foreign exchange gains subject not only to
windfall tax, but also to corporate income tax (21%) in the Czech Republic
previously mentioned; (ii) additional minimal taxation in Romania (0.5% from
gross fuel sales); and (iii) increasing taxation in Hungary (local business
tax and Robin Hood tax). On the other hand, non‑deductible interest on the
bank loan tranches used to finance M&A activities decreased due to their
accelerated repayment. Effective tax rate in the other material countries
remains stable and close to statutory tax rate. The Group had limited options
to utilise further available tax benefits due to Pillar 2 legislation (global
minimal tax). Statutory Corporate income tax rate in the key tax jurisdictions
for the Group remained unchanged in 2025 compared to prior year - 21% in the
Czech Republic, 25% in the UK, 19% in Poland, 22% in Slovenia, and 24% in
Spain. Further details can be found in Note 12 of the accompanying financial
statements.
Earnings per share (EPS)
Adjusted basic EPS increased by 3.9% to 4.83 cents per share (FY 2024: 4.65
cents per share). Basic EPS for 2025 was 0.30 cents per share, down 23.1%
year-on-year primarily due to the impact of the one-off windfall tax expense.
Cash performance
During the period, the Group reported a net debt inflow of €59.3m (FY 2024:
inflow of €41.3m). The components of this net debt movement are set out
below:
Management free cash flow (€m) FY 2025 FY 2024
Adjusted EBITDA 132.1 121.7
Non-cash items in Adjusted EBITDA 21.8 14.8
Tax (10.3) (11.5)
Net interest (17.9) (23.7)
Working capital 52.2 46.0
Free cash 177.9 147.3
Adjusting items - cash (11.3) (9.1)
Capital expenditure(1) (54.0) (45.7)
Payments related to previous acquisitions (2.0) (37.3)
Repayment of lease obligations (5.3) (5.2)
Dividend payments (24.3) -
FX (11.6) (0.2)
Other(2) (10.1) (8.5)
Movement in Net debt inflow/(outflow) 59.3 41.3
Opening Net debt(3) (275.5) (316.8)
Closing Net debt(3) (216.2) (275.5)
Note:
1. Includes proceeds from sale of assets.
2. Other includes finance costs relating to factoring and bank
guarantees, FX movements, and other non-cash adjusting items.
3. Please refer to Note 2 Alternative Performance Measures ("APMs") of
this document
As at 31 December 2025, the Group's net debt position was €216.2m, compared
with €275.5m as at 31 December 2024.
Non-cash items within Adjusted EBITDA primarily relate to the add-back of
post-IPO shared-based awards and movements in credit loss provisions, totaling
€21.8m (FY 2024: €14.8m).
Tax paid decreased to €10.3m (FY 2024: €11.5m), despite improved
profitability. Cash tax payments decreased primarily due to enhanced tax
monitoring across key jurisdictions, including Czech Republic, Poland and
Slovakia.
Net interest paid decreased to €17.9m (FY 2024: €23.7m), driven by
continued reductions in net debt and lower market interest rates. EURIBOR
rates declined steadily through 2024 and remained subdued during 2025,
reducing the Group's average borrowing cost and contributing to the
year‑on‑year decrease in interest expense.
Net working capital ended the year with an inflow of €52.2m (FY 2024: inflow
of €46.0m). This primarily reflects higher year‑end utilisation of the
Group's recourse factoring programme, recognised within miscellaneous
payables, together with improved collection of tax refund receivables.
Movements in trade receivables and trade payables were broadly offsetting over
the period.
Adjusting items relate to transformation expenses, ERP implementation costs
and M&A-related expenses, as outlined in Note 8 of the accompanying
financial statements. The Group paid €2.0m in contingent consideration
related to the acquisition of Inelo Group.
A special dividend of €24.3m (3.0p per share) was paid in July 2025. Further
details are provided in Note 17 of the financial statements.
Capital expenditure
Capital expenditure in 2025 amounted to €56.5m (FY 2024: €46.0m),
reflecting the continued investment in product development, maintenance, and
the integration of Eurowag Office. Capitalised R&D totalled €41.4m (FY
2024: €35.0m), of which €28.3m was invested in products and the Eurowag
Office, and €13.1m in the development of our technology and data systems,
which form the foundation of our integrated platform and enable us to scale.
These investments strengthen our integrated platform, enabling scalable growth
and monetisation. The remaining capital expenditure included €9.8m invested
in on-board units ("OBUs"), which are a key driver of revenue growth, and
€5.3m in infrastructure, primarily relating to legacy truck parks, buildings
and IT hardware.
Financing facility and covenants
Covenant Calculation Target Actual 31 December
2025
Interest cover the ratio of adjusted EBITDA(1) to finance charges Min. 3.50 4.64
Net leverage The ratio of total net debt(2) to adjusted Max. 3.50 1.93
EBITDA
Adjusted net the ratio of the adjusted total net debt(3) to Max. 6.50 3.63
Leverage adjusted EBITDA
1. Please refer to Note 15 of the accompanying financial
statements of this document for the definition of adjusted EBITDA for covenant
calculations.
2. Total net debt includes financial lease liabilities and
derivative liabilities.
3. Adjusted total net debt includes financial lease liabilities,
derivative liabilities and banking guarantees.
The reduction in net debt to €216.2m (FY 2024: €275.5m) resulted in an
improved net leverage ratio of 1.9x (FY 2024: 2.3x) which is now within the
Board's target range of 1.5x-2.5x. As at 31 December 2025 the Group remained
fully compliant with all financial covenants, as shown in the table above.
The Group manages its working capital needs through the use of uncommitted
factoring facilities, with average financing limits of €147.7m and average
utilisation of 75.9% (FY 2024: €138.7m and 77.1% respectively), together
with the use of uncommitted reverse factoring facilities with average
financing limits of €41.1m and average utilisation of 60.8% (FY 2024:
€35.0m and 22.9%, respectively).
Capital allocation
The Group remains focused on disciplined capital allocation to create
long-term shareholder value. We will continue to invest strategically in the
business, explore bolt-on M&A opportunities where they add value, and
maintain leverage below 2x, within our target range of 1.5-2.5x. Given our
strong cash generation, the Board is recommending a second special dividend of
1.5p per share, or around €12 million, subject to approval at the Annual
General Meeting ("AGM") in May 2026.
Risk management
Risk identification, assessment and management are central to the Group's
internal control environment. A comprehensive risk management framework
enables the Group to identify, evaluate, address, monitor, and report on the
risks it faces, while maintaining an appropriate balance between risk and
opportunity. A detailed description of each of the principal risks, including
trends, exposure, and mitigation measures is provided on the 2025 Group's
Annual Report.
Forward-looking Statements
Certain information contained in this announcement constitutes
"forward-looking statements", which may be identified by the use of terms such
as "may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue," "target" or "believe" (or the negatives thereof) or
other variations thereon or comparable terminology. Due to various risks and
uncertainties, actual events or results or actual performance of the Company
may differ materially from those reflected or contemplated in such
forward-looking statements. As a result, you should not rely on such
forward-looking statements in making your investment decision. No
representation or warranty (express or implied) is made as to the achievement
or reasonableness of and no reliance should be placed on such forward-looking
statements, which speak only as of the date of the presentation. Past
performance should not be taken as an indication or guarantee of future
results, and no representation or warranty, express or implied, is made
regarding future performance. The Company and its Directors, officers,
employees, agents, affiliates and advisers expressly disclaim any obligation
or undertaking to release any updates or revisions to these forward-looking
statements to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any
statement is based after the date of the presentation or to update or to keep
current any other information contained in this document or the related
presentation.
Certain information contained herein is based on the Company's estimates own
internal research. Estimates have been made in good faith and represent the
current beliefs of applicable members of the Company's management. While the
Company believes that such estimates and research are reasonable and reliable,
they, and their underlying methodology and assumptions, have not been verified
by any independent source for accuracy or completeness and are subject to
change without notice, and, by their nature, estimates may not be correct or
complete. Accordingly, no representation or warranty (express or implied) is
given to any recipient of this document that such estimates are correct or
complete.
By reading or accepting a copy of this document, you agree to be bound by the
foregoing limitations.
Consolidated income statement
For the year ended 31 December
2025 2024
Note Adjusted Adjusting Total Adjusted Adjusting Total
€000 items( )* €000 €000 items( )* €000
€000 €000
Revenue 3 2,308,340 - 2,308,340 2,236,573 - 2,236,573
Cost of sales (1,978,238) - (1,978,238) (1,944,035) - (1,944,035)
Net revenue 330,102 - 330,102 292,538 - 292,538
Operating expenses (234,982) (32,375) (267,357) (207,719) (34,588) (242,307)
Other operating income 2,416 - 2,416 4,777 - 4,777
Impairment losses of financial assets (12,667) - (12,667) (13,578) - (13,578)
Share of net loss of associates accounted for using the equity method (2,306) - (2,306) (746) - (746)
Operating profit 82,563 (32,375) 50,188 75,272 (34,588) 40,684
Finance income 5 758 - 758 2,679 - 2,679
Finance costs 6 (31,914) - (31,914) (31,667) - (31,667)
Profit before income tax 51,407 (32,375) 19,032 46,284 (34,588) 11,696
Income tax expense 7 (17,883) 1,057 (16,826) (14,036) 5,196 (8,840)
Profit for the financial year 33,524 (31,318) 2,206 32,248 (29,392) 2,856
Profit attributable to:
Continuing operations
Owners of the parent 33,365 (31,314) 2,051 32,088 (29,392) 2,696
Non-controlling interests 159 (4) 155 160 - 160
33,524 (31,318) 2,206 32,248 (29,392) 2,856
Earnings per share - basic and diluted (Note 8): 2025 2024
cents cents
Basic earnings per share 0.30 0.39
Diluted earnings per share 0.29 0.39
* Adjusting items are disclosed separately in the financial
statements where it is necessary to do so to provide further understanding of
the financial performance. See Note 2.
Consolidated statement of comprehensive income
For the year ended 31 December
Note 2025 2024
€000 €000
Profit for the year 2,206 2,856
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss
Change in fair value of cash flow hedge recognised in equity 1,434 (2,605)
Exchange differences on translation of foreign operations (4,051) (2,059)
Deferred tax related to other comprehensive income - cash flow hedge (301) 351
Total items that may be reclassified to profit or loss (2,918) (4,313)
Total other comprehensive expense (net of tax) (2,918) (4,313)
Total comprehensive expense for the year (712) (1,457)
Total comprehensive (expense)/income attributable to:
Owners of the parent (871) (1,617)
Non-controlling interests 159 160
Total comprehensive expense for the year (712) (1,457)
Consolidated statement of financial position
At 31 December
Note 31 December 2025 31 December 2024
€000 €000
Assets
Non-current assets
Intangible assets 10 510,799 517,507
Property, plant and equipment 11 60,692 56,125
Right-of-use assets 17,069 19,192
Investments in associates 8,667 10,973
Deferred tax assets 13,635 9,165
Other non-current assets 12 7,218 6,479
618,080 619,441
Current assets
Inventories 11,215 15,380
Trade and other receivables 12 372,850 370,967
Income tax receivables 1,667 3,308
Derivative assets 13 273 261
Cash and cash equivalents 116,524 107,430
502,529 497,346
Total assets 1,120,609 1,116,787
Liabilities
Current liabilities
Trade and other payables 14 472,176 406,307
Borrowings 15 99,885 115,380
Lease liabilities 5,395 5,019
Provisions 4,252 2,126
Income tax liabilities 11,602 4,628
Derivative liabilities 13 936 1,183
594,246 534,643
Net current liabilities (91,717) (37,297)
Non-current liabilities
Borrowings 15 232,792 267,547
Lease liabilities 12,647 14,260
Provisions 529 794
Deferred tax liabilities 28,842 26,488
Derivative liabilities 13 333 1,464
Other non-current liabilities 14 7,452 9,275
282,595 319,828
Total liabilities 876,841 854,471
Net assets 243,768 262,316
Equity
Share capital 17 8,148 8,120
Share premium 17 2,958 2,958
Merger reserve 17 (25,963) (25,963)
Other reserves 17 (2,338) 114
Put option reserve 17 (5,392) (4,657)
Retained earnings 265,822 281,370
Equity attributable to equity holders of the Company 243,235 261,942
Non-controlling interests 17 533 374
Total equity 243,768 262,316
Consolidated statement of changes in equity
For the year ended 31 December
Attributable to owners of the parent
Note Share Share Merger Other Put option Retained Total Non-controlling Total
capital premium reserve reserves reserve earnings €000 interests equity
€000 €000 €000 €000 €000 €000 €000 €000
At 1 January 2024 8,113 2,958 (25,963) 4,427 (22,460) 289,380 256,455 6,381 262,836
Profit for the year - - - - - 2,696 2,696 160 2,856
Other comprehensive expense - - - (4,313) - - (4,313) - (4,313)
Total comprehensive (expense)/income - - - (4,313) - 2,696 (1,617) 160 (1,457)
Share options exercised 17 7 - - - - - 7 - 7
Share-based payments - - - - - 4,354 4,354 - 4,354
Transactions with NCI in subsidiaries 17 - - - - 17,803 (15,060) 2,743 (6,167) (3,424)
Total transactions with owners recognised directly in equity 7 - - - 17,803 (10,706) 7,104 (6,167) 937
At 31 December 2024 8,120 2,958 (25,963) 114 (4,657) 281,370 261,942 374 262,316
Profit for the year - - - - - 2,051 2,051 155 2,206
Other comprehensive (expense)/income (2,922) (2,922) 4 (2,918)
- - - - -
Total comprehensive (expense)/income (2,922) - 2,051 (871) 159 (712)
- - -
Share options exercised 17 28 - - - - - 28 - 28
Transfer of reserves - - - 470 - (470) - - -
Dividends paid 19 - - - - - (24,260) (24,260) - (24,260)
Share-based payments 17 - - - - - 7,131 7,131 - 7,131
Transactions with NCI in subsidiaries 17 (735) - (735) (735)
- - - - -
Total transactions with owners recognised directly in equity 28 - - 470 (735) (17,599) (17,836) - (17,836)
At 31 December 2025 8,148 2,958 (25,963) (2,338) (5,392) 265,822 243,235 533 243,768
Consolidated statement of cash flows
For the year ended 31 December
Note 2025 2024
€000 €000
Cash flows from operating activities
Profit before tax for the year 19,032 11,696
Non-cash adjustments:
Depreciation and amortisation 64,816 65,471
Gain on disposal of non-current assets (134) (347)
Interest income 5 (745) (720)
Interest expense 6 20,225 23,963
Movements in provisions 1,861 (933)
Impairment losses of financial assets 12,667 13,578
Movements in allowances inventories 106 203
Foreign currency exchange rate differences (7,264) (1,799)
Fair value revaluation of derivatives and securities 44 (24)
Share-based payments 7,247 4,354
Other non-cash items 3,687 2,748
Operating cash flows before movements in working capital 121,542 118,190
Changes in:
Trade, contract and other receivables 12 (15,289) 10,764
Inventories 4,096 (681)
Trade, contract and other payables 14 63,387 35,941
Cash generated from operations 173,736 164,214
Interest received 745 720
Interest paid (18,652) (24,433)
Income tax paid (10,261) (11,549)
Net cash generated from operating activities 145,568 128,952
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 685 460
Purchase of property, plant and equipment (15,020) (10,033)
Purchase of intangible assets (39,660) (36,140)
Payments for acquisition of subsidiaries, net of cash acquired 9 (2,000) (9,828)
Net cash used in investing activities (55,995) (55,541)
Cash flows from financing activities
Payment of principal elements of lease liabilities (5,250) (5,181)
Proceeds from borrowings 16 25,000 55,000
Repayment of borrowings 16 (76,823) (78,471)
Acquisition of non-controlling interests 17 - (27,495)
Dividend payments 19 (24,260) -
Proceeds from issued share capital (net of expenses) 17 28 7
Net cash used in financing activities (81,305) (56,140)
Effect of exchange rate changes on cash and cash equivalents 828 (185)
Net increase in cash and cash equivalents 8,268 17,271
Net cash and cash equivalents at the beginning of the financial year 107,428 90,342
Net cash and cash equivalents at the end of year 116,524 107,428
Notes to the consolidated financial statements for the year ended 31 December
2025
1. Principal accounting policies
W.A.G payment solutions plc (the "Company" or the "Parent") is a public
limited company incorporated and domiciled in the United Kingdom and
registered under the laws of England and Wales under company number 13544823
with its registered address at Third Floor (East), Albemarle House, 1
Albemarle Street, London W1S 4HA.
Basis of preparation
The Group's financial information has been prepared in accordance with the
recognition and measurement requirements of UK-adopted international
accounting standards. It has been prepared on a basis consistent with that
adopted in the previous year. The financial statements have been prepared
under the historical cost convention except for derivative financial
instruments and unquoted investments which are stated at their fair value.
Whilst the financial information included in this Preliminary Results
Announcement has been prepared in accordance with the recognition and
measurement criteria of IFRS, this announcement does not itself contain
sufficient information to comply with IFRS.
The Preliminary Results Announcement does not constitute the Company's
statutory accounts for the years ended 31 December 2025 and 31 December 2024
within the meaning of Section 435 of the Companies Act 2006 but is derived
from those statutory accounts. The Group's statutory accounts for the year
ended 31 December 2024 have been filed with the Registrar of Companies, and
those for 2025 will be delivered following the Company's Annual General
Meeting.
The Auditor has reported on the statutory accounts for 2025 and 2024. Their
report for 2025 and 2024 was:
(i) unqualified,
(ii) included no matters to which the auditor drew
attention by way of emphasis, and
(iii) did not contain statements under Sections 498 (2) or
498 (3) of the Companies Act 2006 in relation to the financial statements.
Going concern
The financial statements have been prepared on a going concern basis. Having
considered the ability of the Company and the Group to operate within its
existing facilities and meet its debt covenants, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. The adoption
of the going concern basis is based on an expectation that the Company and the
Group will have adequate resources to continue in operational existence at
least until June 2027, which covers a period of not less than 12 months from
the date of approval of these financial statements.
For the purpose of this going concern assessment, the Directors have
considered the Group's financial year 2026 budget together with extended
forecasts to June 2027. The review also included the financial position of the
Group, its cash flows and its adherence to its banking covenants. The Group
has access to a Club Finance facility which comprises two amortising loans and
a revolving credit facility together with additional committed lines, all of
which mature in March 2029. Further details on the covenant assessment as at
31 December 2025 are provided in Note 15.
In arriving at the conclusion on going concern, the Directors have given due
consideration to whether the funding and liquidity resources above are
sufficient to accommodate the principal risks and uncertainties faced by the
Group. The Directors have reviewed the financial forecasts across a range of
scenarios and prepared both a base case and severe but plausible downside
case. The downside case reflects the aggregated impact of adverse movements in
the Group's principal financial and operational risk drivers, including
reduced activity levels, increased credit impairment and pressures on
operating efficiency, working capital and interest rates. These downsides
would be partly offset by the application of mitigating actions to the extent
they are under management's control, including disciplined cost management and
the deferral of discretionary capital and operating expenditure and potential
future dividends.
Under the downside scenario and including the mitigating actions, Adjusted
EBITDA reduces cumulatively by 13% resulting in an Adjusted EBITDA margin of
38.0% compared with 41.2% in the base case. Liquidity headroom decreases from
€152 million in the base case to €80 million, but remains above the
Group's €50 million operational liquidity threshold. These projections do
not show any liquidity shortfall or a breach of covenants in respect of
available funding facilities within the going concern assessment period.
Across all modelled scenarios, the Group retains sufficient liquidity to meet
its liabilities as they fall due to June 2027 and remains compliant with the
financial covenants at 30 June and 31 December throughout the forecast period.
A reverse stress test indicates that a liquidity shortfall below the €50
million threshold would require the simultaneous occurrence of the downside
scenario and an additional material liquidity shock, such as a partial
withdrawal of factoring funding by one of the Group's funding partners, which
the Directors consider remote.
Financial covenants have also been stress tested across all semi-annual test
dates against the base case forecast to determine conditions required for a
breach. This analysis considered both isolated and combined adverse movements
in the key inputs to the covenant, with the tightest headroom position used
for disclosure. Under the combined-shock reverse stress test, the Interest
cover covenant would only be breached in case of simultaneous Adjusted EBITDA
decline by 23% and an increase in finance charges by 23%. The Net leverage and
Adjusted net leverage covenants would be breached only if Adjusted EBITDA fell
by 32% alongside a corresponding 32% increase in net debt or adjusted net
debt, respectively. Such concurrent and extreme movements are materially
beyond the levels modelled in the severe but plausible downside case and
significantly exceed the range of reasonably possible outcomes. The Directors
therefore consider the risk of a covenant breach within the going concern
period to be remote.
As part of the going concern assessment, management also considered the
Group's working capital position. As of 31 December 2025, the Group reported a
net current liability of €91.7m (2024: €37.3m) and the Group's current
ratio was 0.85 (2024: 0.93). Management acknowledges that a current ratio
below 1.00 represents a potential liquidity risk indicator. However, this
position reflects the Group's operating model and working capital structure
and is managed through available liquidity resources, including committed
revolving credit facilities, receivables financing arrangements, supply chain
finance facilities and bank guarantees. These sources of liquidity are
monitored on an ongoing basis as part of the Group's liquidity management
framework.
The Directors have also considered the impact of climate-related matters on
the Group's going concern assessment, and do not expect this to have a
significant impact on the going concern assessment throughout the forecast
period. Since performing their assessment, there have been no subsequent
changes in facts and circumstances relevant to the Directors' assessment of
going concern. Having considered all of the above, the Directors concluded
that no material uncertainty exists that may cast significant doubt on the
Group's ability to continue as a going concern and that the going concern
basis of preparation remains appropriate.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
Summary of significant accounting policies information
The significant accounting policies used in preparing the consolidated
financial statements are set out in the Annual Report and Accounts. These
accounting policies have been consistently applied in all material respects to
all periods presented.
2. Alternative performance measures ("APMs")
Throughout the consolidated financial statements, which are prepared and
presented in accordance with IFRS, the Group presents various alternative
performance measures ("APMs") in addition to those reported under IFRS. The
APMs are reviewed by the Chief Operating Decision Maker ("CODM") together with
the main Board and analysts who follow the performance of the Group in
assessing the performance of the business.
The Group uses APMs to provide additional information to investors and to
enhance their understanding of its results. The APMs should be viewed as
complementary to, rather than a substitute for, the figures determined
according to IFRS. Moreover, these metrics may be defined or calculated
differently by other companies, and, as a result, they may not be comparable
to similar metrics calculated by the Group's peers.
Explanations of how they are calculated and how they are reconciled to an IFRS
statutory measure are set out below:
Revenue and toll volumes
Revenue corresponds to segmental revenue from contracts with customers. In
addition to revenue, the Group monitors a combined operational metric
incorporating toll volumes. Toll volumes represent the value of toll charges
incurred by customers. Although toll volumes are not recognised as revenue or
cost of sales in accordance with IFRS due to the Group's role as an agent,
they constitute a significant indicator of underlying business activity and
have a material impact on working capital. This APM has been introduced to
provide clearer insight into the drivers of working capital movements, as IFRS
revenue does not fully reflect the operational activity that influences cash
flows. Toll volumes have a direct and material impact on cash inflows and
outflows, and incorporating them into this APM enables investors and analysts
to better understand the underlying factors affecting working capital.
2025 2024
€000 €000
Revenue 2,308,340 2,236,573
Toll volumes 1,692,474 1,514,995
Total 4,000,814 3,751,568
EBITDA
EBITDA is defined as operating profit before depreciation and amortisation.
The Group presents EBITDA because it is widely used by analysts, investors and
other interested parties to evaluate the profitability of companies. EBITDA
eliminates potential differences in performance caused by variations in
capital structures (affecting net finance costs), tax positions (such as the
availability of net operating losses, against which to relieve taxable
profits), the cost and age of tangible assets (affecting relative depreciation
expense), the extent to which intangible assets are identifiable (affecting
relative amortisation expense) and share of loss of associates.
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before adjusting items:
Adjusting item Definition Exclusion justification
M&A-related expenses Fees and other costs relating to the Group's acquisition activity M&A-related expenses vary according to non-recurring acquisition activity
of the Group. Exclusion of these costs enhances comparability of the Group's
results over time.
ERP implementation and integration costs Costs related to transformation of key IT systems ERP implementation costs comprise expenditures incurred as part of the Group's
strategic transition to a new SAP‑based enterprise platform. The programme
is designed to significantly enhance core operational capabilities,
standardise processes and strengthen the Group's technology foundation to
support future growth. These costs primarily relate to design, configuration
and implementation activities that do not meet capitalisation criteria and are
therefore presented as an EBITDA adjusting item due to their scale and
infrequent nature of such significant projects. The SAP implementation
programme is expected to complete by the end of 2027.
Integration costs of Inelo
Significant, non-recurring costs relating to transformation and integration of
business combinations have been excluded to enhance comparability of the
Group's results. All costs were incurred by the end of 2024.
Transformation expenses Costs related to transition to a new operating model In 2025, the Group launched a new project targeting operational efficiency
across the Group. The project is accompanied with a significant termination
cost. These costs relate to a significant, one-off restructuring and are not
reflective of ongoing operating performance.
Transformation expenses recognised in 2025 totalled €5,286 thousand; a
further €8,000 - €10,000 thousand is expected to be incurred in 2026.
Share-based compensation Equity-settled and cash-settled compensation provided to the Group's Share options and cash-settled compensation provided to management and certain
management before IPO employees in connection with the IPO have been represented as adjusting costs
because they are non-recurring. Total share-based payment charges to be
excluded in the period from 2021 to 2024 amount to €20,700 thousand,
€19,400 thousand of which is amortised over three years.
Share awards provided post-IPO were not excluded as they represent the
non-cash element of the annual remuneration of executives and others remaining
in the business.
Management believes that Adjusted EBITDA is a useful measure for investors
because it is a measure closely monitored to evaluate the Group's operating
performance and to make financial, strategic and operating decisions. It may
help investors to understand and evaluate, in the same manner as management,
the underlying trends in the Group's operational performance on a comparable
basis, period on period.
Adjusted EBITDA reconciliation
2025 2024
€000 €000
Profit before tax 19,032 11,696
Intangible assets amortisation 49,605 50,013
Tangible assets depreciation 9,461 9,604
Right-of-use depreciation 5,750 5,853
Depreciation and amortisation 64,816 65,470
Net finance cost and share of net loss of associates 33,462 29,734
EBITDA 117,310 106,900
M&A-related expenses 233 6,324
Transformation expenses 5,286 -
ERP implementation and integration costs 9,299 6,297
Share-based compensation - 2,207
Adjusting items 14,818 14,828
Adjusted EBITDA 132,128 121,728
Adjusted EBITDA margin 40.0% 41.6%
Adjusted EBITDA margin
Adjusted EBITDA margin represents Adjusted EBITDA for the period divided by
net revenue.
Adjusted cash EBITDA
Adjusted cash EBITDA is Adjusted EBITDA less capitalised research and
development costs plus share-based payments.
2025 2024
€000 €000
Adjusted EBITDA 132,128 121,728
Capitalised research and development costs (Note 10) (41,391) (34,973)
Share-based payments 7,247 1,975
Adjusted cash EBITDA 97,984 88,730
Adjusted cash EBITDA margin 29.7% 30.3%
Adjusted cash EBITDA margin
Adjusted Cash EBITDA margin represents Adjusted Cash EBITDA for the period
divided by net revenue.
Adjusted earnings (net profit)
Adjusted earnings are defined as profit from the financial year from
continuing operations before adjusting items:
Adjusting item Definition Exclusion justification
Amortisation of acquired intangibles Amortisation of assets recognised at the time of an acquisition (primarily The Group acquired a number of companies in the past and plans further
ADS, Sygic, a.s., Webeye and Inelo) acquisitions in the future. The item is prone to volatility from period to
period depending on the level of M&A.
Adjusting items affecting Adjusted EBITDA Items recognised in the preceding table, which reconciles EBITDA to Adjusted Justifications for each item are listed in the preceding table.
EBITDA
Windfall tax Increase in tax expense related to windfall tax. In 2023-2025, the Czech Within the Group, one subsidiary falls within the scope of the Czech windfall
Republic introduced a temporary windfall tax applicable to certain large tax regime for the 2025 reporting period. The resulting windfall tax charge
taxpayers in the energy, fossil fuel and banking sectors. The tax is represents a significant increase in tax driven by regulatory changes, rather
structured as a 60% surcharge on excess profits, calculated as profits than the Group's ordinary operating activities.
exceeding an adjusted average comparative tax base derived from the years
2018-2021. This windfall tax forms part of corporate income tax legislation
and results in an increased tax charge for entities within scope.
Tax effect Decrease in tax expense as a result of adjusting items Tax effect of above adjustments is excluded to adjust the impact on after tax
profit.
The Group believes this measure is relevant to an understanding of its
financial performance absent the impact of abnormally high levels of
amortisation resulting from acquisitions.
Adjusted earnings reconciliation
2025 2024
€000 €000
Profit for the year from continuing operations 2,206 2,856
Amortisation of acquired intangibles 17,557 19,760
Adjusting items 14,818 14,828
Adjusting items - tax effect (1,057) (5,196)
of which windfall tax 5,293 -
of which tax effect of adjusting items (6,350) (5,196)
Adjusted earnings (net profit) 33,524 32,248
Adjusted basic earnings per share
Adjusted basic earnings per share is calculated by dividing the Adjusted net
profit for the period attributable to equity holders by the weighted average
number of ordinary shares outstanding during the period. See Note 8 for
further information.
Adjusted effective tax rate
Adjusted effective tax rate is calculated by dividing the Adjusted tax expense
by the Adjusted profit before tax, representing the rate of tax that would
have been incurred on profit before adjusting items. See Note 7 for further
information.
Net debt
Net debt represents cash and cash equivalents less interest-bearing loans and
borrowings.
3. Revenue
Net revenue - geographical location
The geographical analysis set out below is derived from the base location of
responsible sales teams, rather than reflecting the geographical location of
the actual transaction.
2025 2024
€000 €000
Czech Republic ("CZ") 45,066 40,826
Poland ("PL") 90,571 81,499
Central Cluster (excluding CZ and PL) 32,952 28,840
Portugal ("PT") 14,151 13,361
Western Cluster (excluding PT) 13,944 12,660
Romania ("RO") 44,052 37,860
Southern Cluster (excluding RO) 75,560 69,036
Other 13,806 8,456
Total 330,102 292,538
Segment revenue from contracts with customers - geographical location
The geographical analysis set out below is derived from the base location of
responsible sales teams, rather than reflecting the geographical location of
the actual transaction.
2025 2024
€000 €000
Czech Republic 419,092 521,469
Poland 435,790 399,506
Central Cluster (excluding CZ and PL) 313,120 270,095
Portugal 224,519 168,575
Western Cluster (excluding PT) 115,553 141,507
Romania 338,405 270,359
Southern Cluster (excluding RO) 445,298 454,471
Other 16,563 10,591
Total 2,308,340 2,236,573
There were no individually significant customers, which would represent 10% or
more of revenue.
4. Financial performance by segment
For the year ended 31 December 2025
Payment Mobility Central* Total
solutions solutions €000 €000
€000 €000
Segment revenue 2,178,593 129,747 - 2,308,340
Net revenue 200,355 129,747 - 330,102
Operating profit/(loss) 170,862 87,483 (208,157) 50,188
Net finance cost - - (31,156) (31,156)
Profit/(loss) before tax 170,862 87,483 (239,313) 19,032
* The "Central" segment represents Group-related expenses.
For the year ended 31 December 2024
Payment Mobility Central* Total
solutions solutions €000 €000
€000 €000
Segment revenue 2,111,002 125,571 - 2,236,573
Net revenue 166,967 125,571 - 292,538
Operating profit/(loss) 136,874 85,563 (181,753) 40,684
Net finance cost - - (28,988) (28,988)
Profit/(loss) before tax 136,874 85,563 (210,741) 11,696
* The "Central" segment represents Group-related expenses.
5. Finance income
Finance income for the respective periods was as follows:
2025 2024
€000 €000
Foreign exchange gain - 1,836
Gain from the revaluation of securities 13 98
Interest income 745 720
Other - 25
Total 758 2,679
6. Finance costs
Finance costs for the respective periods were as follows:
2025 2024
€000 €000
Bank guarantees fee 1,443 1,860
Interest expense 20,225 23,963
Factoring fee 5,066 5,606
Foreign exchange loss 5,180 -
Other - 238
Total 31,914 31,667
7. Income tax expense
Corporate income tax for companies in the Czech Republic and United Kingdom
for the year 2025 was 21% and 25% respectively (2024: 21% and 25%).
The structure of the income tax for the respective periods is as follows:
2025 2024
€000 €000
Current tax expense - UK
Current income tax charge 124 -
Adjustments in respect of current income tax of prior years 229 259
Current tax expense - other countries
Current income tax charge 19,441 11,567
Adjustments in respect of current income tax of prior years (104) (822)
Total current tax 19,690 11,004
Deferred tax credit - UK
Deferred tax (686) (96)
Deferred tax credit - other countries
Deferred tax (2,178) (2,068)
Total deferred tax (2,864) (2,164)
Total 16,826 8,840
Reconciliation of tax expense and the accounting profit multiplied by the
Company's domestic tax rate for the below periods:
2025 2024
€000 €000
Accounting profit before tax 19,032 11,696
At UK's statutory income tax rate of 25% (2024: 25%) 4,758 2,924
Adjustments in respect of current income tax of prior years 125 (563)
Windfall tax (Note 2) 5,293 -
Effect of different tax rates in other countries of the Group (77) (179)
Non-deductible expenses 5,059 8,945
Share-based payments 815 945
Functional currency change impact 2,424 (1,330)
Tax credits (1,559) (2,069)
Effect of accumulated tax loss claimed in the current period (2) (14)
Effect of recognised deferred tax assets relating to tax losses of prior - 181
periods
Effect of unrecognised deferred tax assets relating to tax losses of current (10) -
period
At the effective income tax rate of 88.41% 75.58%
Income tax expense reported in the consolidated income statement 16,826 8,840
The Adjusted effective tax rate is as follows:
2025 2024
€000 €000
Accounting profit before tax 19,032 11,696
Adjusting items affecting Adjusted EBITDA 14,818 14,828
Amortisation of acquired intangibles 17,557 19,760
Adjusted profit before tax (A) 51,407 46,284
Accounting tax expense 16,826 8,840
Windfall tax (5,293) -
Tax effect of above adjustments 6,350 5,196
Adjusted tax expense (B) 17,883 14,036
Adjusted earnings (A-B) 33,524 32,248
Adjusted effective tax rate (B/A) 34.79% 30.33%
In 2024, the Adjusted effective tax rate would have been 35.87% excluding
functional currency change. The increase in Adjusted effective tax rate in
2025 is primarily driven by: (i) higher foreign exchange gains subject not
only to windfall tax (60%) but also to corporate income tax (21%) in the Czech
Republic; (ii) additional minimal taxation in Romania (0.5% from gross fuel
sales); and (iii) increasing taxation in Hungary (local business tax and Robin
Hood tax). On the other hand, non‑deductible interest on the bank loan
tranches used to finance M&A activities decreased due to their accelerated
repayment. The effective tax rate in the other material countries remains
stable and close to statutory tax rate. The Group had limited options to
utilise further available tax benefits due to Pillar 2 legislation (global
minimal tax).
8. Earnings per share
All ordinary shares have the same rights.
Basic EPS is calculated by dividing the net profit/(loss) for the period
attributable to equity holders of the Group by the weighted average number of
ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit/(loss) for the period
attributable to equity holders of the Group by the weighted average number of
ordinary shares outstanding during the period, plus the weighted average
number of shares that would be issued if all dilutive potential ordinary
shares were converted into ordinary shares.
Adjusted basic EPS is calculated by dividing the Adjusted earnings (net
profit) for the period attributable to equity holders by the weighted average
number of ordinary shares outstanding during the period.
Adjusted diluted EPS is calculated by dividing the Adjusted earnings (net
profit) for the period attributable to equity holders of the Group by the
weighted average number of ordinary shares outstanding during the period, plus
the weighted average number of shares that would be issued if all dilutive
potential ordinary shares were converted into ordinary shares.
In periods where a net loss is recognised, the impact of potentially dilutive
outstanding share-based awards is excluded from the calculation of diluted
loss per share as their inclusion would have an antidilutive effect.
The following reflects the income and share data used in calculating EPS:
2025 2024
Net profit attributable to equity holders (€000) 2,051 2,696
Basic weighted average number of shares 691,414,348 689,872,865
Effects of dilution from share options 6,409,082 3,319,685
Total number of shares used in computing dilutive earnings per share 697,823,430 693,192,550
Basic earnings per share (cents/share) 0.30 0.39
Diluted earnings per share (cents/share) 0.29 0.39
Adjusted earnings per share measures:
2025 2024
Net profit attributable to equity holders (€000) 2,051 2,696
Adjusting items affecting Adjusted EBITDA (Note 2) 14,818 14,828
Amortisation of acquired intangibles* 17,551 19,744
Windfall tax 5,293 -
Tax impact of above adjustments* (6,348) (5,193)
Adjusted net profit attributable to equity holders (€000) 33,365 32,075
Basic weighted average number of shares 691,414,348 689,872,865
Adjusted basic earnings per share (cents/share) 4.83 4.65
Effects of dilution from share options 6,409,082 3,319,685
Diluted weighted average number of shares 697,823,430 693,192,550
Adjusted diluted earnings per share (cents/share) 4.78 4.63
* Non-controlling interests' impact was excluded.
Options
Options granted to employees under share-based payments are considered to be
potential ordinary shares. They have been included in the determination of
diluted earnings per share assuming the performance criteria would have been
met based on the Group's performance up to the reporting date, and to the
extent to which they are dilutive. The options have not been included in the
determination of basic earnings per share as their performance conditions have
not been met.
9. Investments in subsidiaries and associates
On 4 July 2024, the Group signed a settlement agreement with former
shareholders of Grupa Inelo S.A. The final contingent consideration was agreed
at €2,000 thousand and paid on 1 July 2025.
The table below summarises cash outflows and their presentation in the
consolidated statement of cash flows.
2025 2024
€000 €000
Deferred consideration paid - 9,828
Contingent consideration paid 2,000 -
Net outflow of cash - investing activities 2,000 9,828
Cash consideration paid to acquire NCI - 27,495
Net outflow of cash - financing activities - 27,495
10. Intangible assets
Cost of intangible assets subject to amortisation:
Goodwill Client Internal Patents External Other intangible Assets Total
€000 relationships software development and rights software assets in progress €000
€000 €000 €000 €000 €000 €000
1 January 2024 322,724 152,254 173,721 5,579 26,861 27 21,885 703,051
Additions - - 16,511 30 256 - 18,176 34,973
Transfer - - 22,120 - (616) - (21,504) -
Disposals - - (1,927) - (183) - (30) (2,140)
Translation differences 1,122 4,935 581 18 (390) - (256) 6,010
31 December 2024 323,846 157,189 211,006 5,627 25,928 27 18,271 741,894
Additions - - 33,942 - 336 21 7,092 41,391
Transfer - - 14,241 - 134 - (15,031) (656)
Disposals - - (54) - (136) - (68) (258)
Translation differences 4,401 1,899 508 (380) (2,240) 7 (764) 3,431
31 December 2025 328,247 159,088 259,643 5,247 24,022 55 9,500 785,802
Accumulated amortisation and impairment of intangible assets:
Goodwill Client Internal Patents External Other intangible Assets Total
€000 relationships software development and rights software assets in progress €000
€000 €000 €000 €000 €000 €000
1 January 2024 (56,663) (25,966) (69,056) (1,766) (17,171) (25) - (170,647)
Amortisation - (11,991) (32,841) (1,699) (3,482) (1) - (50,014)
Disposals - - 1,927 - 114 - - 2,041
Impairment - - (329) - 329 - - -
Translation differences (568) (4,434) 2,328 (13) (3,080) - - (5,767)
31 December 2024 (57,231) (42,391) (97,971) (3,478) (23,290) (26) - (224,387)
Amortisation - (9,556) (37,455) (709) (1,885) - - (49,605)
Disposals - - 54 - 131 - - 185
Translation differences (807) (1,669) (754) 308 1,604 122 - (1,196)
31 December 2025 (58,038) (53,616) (136,126) (3,879) (23,440) 96 - (275,003)
Net book value:
Goodwill Client Internal Patents External Other intangible Assets Total
€000 relationships software development and rights software assets in progress €000
€000 €000 €000 €000 €000 €000
Net book value at 31 December 2024 266,615 114,798 113,035 2,149 2,638 1 18,271 517,507
Net book value at 31 December 2025 270,209 105,472 123,517 1,368 582 151 9,500 510,799
11. Property, plant and equipment
Cost of property, plant and equipment:
Lands and Leasehold Machinery Vehicles, furniture Tangibles On-board units ("OBUs") Total
buildings improvements and equipment and fixtures and in progress €000 €000
€000 €000 €000 other tangibles €000
€000
1 January 2024 33,891 5,516 22,280 5,297 5,015 18,537 90,536
Additions 236 136 647 225 5,488 4,291 11,023
Transfer 1,152 641 124 187 (5,047) 2,943 -
Disposals (11) - (268) (427) - (2,920) (3,626)
Translation differences 1,374 (200) (311) 239 (1,857) (22) (777)
31 December 2024 36,642 6,093 22,472 5,521 3,599 22,829 97,156
Additions 1,239 188 930 165 6,374 6,201 15,097
Transfer 551 22 1,641 (188) (4,435) 3,065 656
Disposals (298) (340) (588) (1,173) (79) (4,003) (6,481)
Translation differences (463) 83 (526) 88 (44) 413 (449)
31 December 2025 37,671 6,046 23,929 4,413 5,415 28,505 105,979
Accumulated depreciation and impairment of property, plant and equipment:
Lands and Leasehold Machinery Vehicles, furniture and fixtures, other tangibles Tangibles On-board units ("OBUs") Total
buildings improvements and equipment €000 in progress €000 €000
€000 €000 €000 €000
1 January 2024 (6,955) (3,939) (14,680) (3,942) - (5,260) (34,776)
Depreciation charge (879) (487) (820) (915) - (6,504) (9,605)
Disposals 11 1 248 357 - 1,774 2,391
Translation differences (212) 186 535 397 - 53 959
31 December 2024 (8,035) (4,239) (14,717) (4,103) - (9,937) (41,031)
Depreciation charge (1,020) (268) (1,023) (477) - (6,673) (9,461)
Disposals 165 326 552 957 - 2,585 4,585
Translation differences 221 (103) 198 144 - 160 620
31 December 2025 (8,669) (4,284) (14,990) (3,479) - (13,865) (45,287)
Net book value of property, plant and equipment:
€000 Lands and Leasehold Machinery Vehicles, furniture and fixtures, other tangibles Tangibles On-board units ("OBUs") Total
buildings improvements and equipment €000 in progress €000 €000
€000 €000 €000 €000
Net book value at 31 December 2024 28,607 1,854 7,755 1,418 3,599 12,892 56,125
Net book value at 31 December 2025 29,002 1,762 8,939 934 5,415 14,640 60,692
12. Trade and other receivables
2025 2024
€000 €000
Trade receivables 289,900 262,514
Receivables from tax authorities 13,359 14,035
Advances granted 9,338 12,584
Unbilled revenue 8,378 7,242
Miscellaneous receivables 1,671 1,596
Tax refund receivables 37,900 61,445
Prepaid expenses and accrued income 7,353 7,124
Contract assets 4,951 4,427
Total 372,850 370,967
Trade receivables are non-interest bearing and are generally payable on terms
below 30 days. Trade and other receivables are non-derivative financial assets
carried at amortised cost.
Tax refund receivables include amounts due from foreign tax authorities as
well as receivables arising from the early disbursement of tax refunds to
customers, pending completion of the refund application process by the
relevant tax authorities.
Advances granted consist mainly of advances related to production of OBUs and
other business-related advances.
Other non-current assets are as follows:
2025 2024
€000 €000
Contract assets 5,460 4,217
Prepaid expenses 1,419 1,999
Long-term advances 336 261
Others 3 2
Total 7,218 6,479
13. Fair value measurement
The following table provides the fair value measurement hierarchy of the
Group's assets and liabilities.
Fair value measurement hierarchy for assets and liabilities as at 31 December
2024:
Fair value measurement using
Note Date of valuation Quoted Significant Significant Total
prices observable unobservable €000
in active inputs inputs
markets (Level 2) (Level 3)
(Level 1) €000 €000
€000
Assets measured at fair value
Derivative financial assets
Foreign currency forwards 31 December 2024 - 261 - 261
Liabilities measured at fair value
Derivative financial liabilities
Foreign currency forwards 31 December 2024 - 97 - 97
Put options 31 December 2024 - - 29 29
Interest rate swaps 31 December 2024 - 2,521 - 2,521
Fair value measurement hierarchy for assets and liabilities as at 31 December
2025:
Fair value measurement using
Note Date of valuation Quoted Significant Significant Total
prices observable unobservable €000
in active inputs inputs
markets (Level 2) (Level 3)
(Level 1) €000 €000
€000
Assets measured at fair value
Derivative financial assets
Foreign currency forwards 31 December 2025 - 273 - 273
Liabilities measured at fair value
Derivative financial liabilities
Foreign currency forwards 31 December 2025 - 4 - 4
Put options 31 December 2025 - - 16 16
Interest rate swaps 31 December 2025 - 1,249 - 1,249
There have been no transfers between Level 1, Level 2 and Level 3 during the
year ended 31 December 2025 and 2024.
Specific valuation techniques used to value financial instruments include:
• For interest rate swaps - the present value of the estimated
future cash flows based on observable yield curves;
• For foreign currency forwards - the present value of future cash
flows based on the forward exchange rates at the balance sheet date;
• For put options - option pricing models (Monte Carlo);
• FVOCI - income approach; and
• for other financial instruments - discounted cash flow analysis.
Management assessed that the fair values of cash and cash equivalents, trade
and other receivables, and trade and other payables approximate their carrying
amounts, largely due to the short-term maturities of these instruments.
Interest-bearing loans and borrowings are at floating rates with margin
corresponding to market margins and credit rating of the Company has not
significantly changed since refinancing in June 2024.
The fair value of the financial assets and liabilities is included in the
amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale.
14. Trade, other payables and other liabilities
2025 2024
€000 €000
Current
Trade payables 344,018 316,412
Employee-related liabilities 26,168 21,524
Advances received 17,818 19,315
Miscellaneous payables 45,587 13,753
Payables to tax authorities 19,710 19,456
Contract liabilities 9,273 9,151
Refund liabilities 4,211 4,696
Put option redemption liability 5,391 -
Deferred acquisition consideration - 2,000
Total Trade and other payables 472,176 406,307
Non-current
Put option redemption liability - 4,657
Contract liabilities 6,992 4,406
Employee related liabilities 261 45
Other liabilities 199 167
Total Other non-current liabilities 7,452 9,275
Trade payables are non-interest bearing and are normally settled on up to 30
day terms. Trade and other payables are non-derivative financial liabilities
carried at amortised cost. The fair value of current trade and other payables
approximates their carrying value due to their short-term maturities.
As at 31 December 2025, trade payables include €32,368 thousand (2024:
€20,659 thousand) of invoices subject to the Group's supplier finance
arrangement. The terms of the underlying liabilities are not modified by the
arrangement and are paid within the original due dates (up to 30 days), and
the Group continues to classify these amounts as trade payables. The
arrangement does not materially affect the Group's liquidity risk profile.
Employee-related liabilities include liabilities from social security and
health insurance, liabilities payable to employees for salaries and accrued
employee vacation to be taken or compensated for in the following accounting
period and cash-settled share-based payments.
Advances received include mainly customer deposits related to OBUs and prepaid
cards.
Miscellaneous payables relate primarily to payables to factoring companies
(for working capital management), representing cash collected from customers
in respect of sold receivables and on behalf of factoring companies.
Put option redemption liability related to non-controlling interests
represents present value of expected future settlement to acquire shares of
non-controlling interest in subsidiaries at a future date.
Contract liabilities predominantly represent revenue deferred in line with
navigation revenue recognition policy. The movements of contract deferred
revenue during the years are as follows:
2025 2024
€000 €000
Opening balance 13,557 10,324
Additions 6,705 8,421
Release (3,997) (5,188)
Closing balance 16,265 13,557
Short-term 9,273 9,151
Long-term 6,992 4,406
Total 16,265 13,557
The total amount of deferred revenue is expected to be released in the
consolidated income statement with the following pattern:
Release to income statement 1 year 2 years 3-5 years Total
€000 €000 €000 €000
31 December 2025 9,273 3,964 3,028 16,265
31 December 2024 9,151 2,455 1,951 13,557
Present value of deferred acquisition consideration relates to the following
acquisitions:
2025 2024
€000 €000
Inelo Group - 2,000
Total - 2,000
15. Borrowings
As at 31 December 2025 the Club Finance facility consists of:
• €150 million committed facility A for the refinancing of all
existing term loan indebtedness;
• €180 million committed facility B for permitted acquisitions and
capital expenditure;
• €50 million Incremental Facility I committed and drawn in May
2023 as a term loan;
• €33.5 million Incremental Facility II committed and drawn in
November 2023 as a term loan;
• €285 million committed auxiliary credit facility, of which
€125 million may be utilised by way of revolving loans or overdraft, and
€160 million may be utilised by way of ancillary facilities in the form of
bank guarantees or letters of credit; and
• €16.5 million remaining uncommitted incremental facility for
permitted acquisitions or capital expenditure.
On 17 May 2023, the Group signed an amendment to the Club Finance facility
which incorporates ESG key performance indicators into margin calculation
("ESG adjustment") since 31 December 2023 with overall impact on margin in the
range of (0.05 p.p.) - 0.05 p.p. If all three sustainability KPI targets are
met, the base margin is reduced by 0.05 percentage points. If none of the KPIs
are met, the base margin is increased by 0.05 p.p. If one KPI is not met, the
base margin is reduced by 0.025 p.p. If two KPIs are not met, the base margin
is increased by 0.025 p.p.
On 14 March 2024, the Group signed an amendment to the Club Finance facility,
which increased the share of revolving loans available within the uncommitted
incremental facility up to €40 million (previously €25 million). The total
amount of the uncommitted incremental facility remained unchanged. The
amendment also removed the interest cover covenant for the six months ended 30
June 2024.
On 6 June 2024, the Group signed another amendment to the Club Finance
facility, which changed maturity date to 31 March 2029 and decreased quarterly
instalments.
On 20 June 2024, the Group utilised €50 million through Incremental Facility
III to increase the total auxiliary credit facility to €285 million
(previously €235 million). The purpose of the newly enabled limit was
financing of the working capital needs by increasing available revolving loans
by €40 million and issuing new bank guarantees of up to additional €10
million.
On 9 December 2024, the Group signed a waiver and consent request letter to
the Club Finance facility which incorporates permanent reduction of the
Interest Cover from not less than 4.00:1 to not less than 3.50:1.
On 16 December 2025, the Group signed a utilisation request for the remaining
Incremental Facility in the amount of €16.5 million. The loan utilisation
date was set to 2 January 2026 and therefore does not impact indebtedness at
year end 2025.
The Group complied with all financial covenants under the Club Finance
facility as of 31 December 2025 and 31 December 2024, and forecasts compliance
for the going concern period based on the revised terms as described above.
Financial covenant terms of the Club Finance facility were as follows:
Covenant Calculation Target Actual
31 December
2025
Interest cover The ratio of adjusted EBITDA to finance charges Min 3.50 4.64
Net leverage The ratio of total net debt (covenants) to adjusted EBITDA Max 3.50 1.93
Adjusted net leverage The ratio of the adjusted total net debt (covenants) to adjusted EBITDA Max 6.50 3.63
For covenants calculations, alternative performance measures are defined
differently by the Club Finance facility to those disclosed in Note 2:
• Adjusted EBITDA represents full year adjusted EBITDA of companies
acquired during the period, with restrictions to the level of adjusting items
for the year as a percentage of Adjusted EBITDA;
• Net debt (covenants) includes lease liabilities and derivative
liabilities; and
• Adjusted net debt (covenants) includes face amount of guarantees,
bonds, standby or documentary letters of credit or any other instrument issued
by a bank or financial institution in respect of any liability of the Group.
For the 31 December 2025 covenant calculations disclosed in the table above, a
more prudent calculation has been presented which is used by management for
the basis of covenant monitoring. Using the Club Finance facility specific
definitions would provide increased headroom.
16. Reconciliation of liabilities arising from financing activities
The table below sets out an analysis of liabilities from financing activities
and the movements in the Group's liabilities from financing activities for
each of the periods presented. The items of these liabilities are those
reported as financing in the statement of cash flows:
Liabilities from financing activities
Borrowings Lease liabilities Total
€000 €000 €000
Liabilities from financing activities at 1 January 2024 407,119 22,326 429,445
Cash inflows 55,000 - 55,000
Cash outflows (78,471) (5,181) (83,652)
New leases - 3,730 3,730
Foreign exchange adjustments 80 (326) (246)
Other movements* (801) (1,270) (2,071)
Liabilities from financing activities at 31 December 2024 382,927 19,279 402,206
Cash inflows 25,000 - 25,000
Cash outflows (76,823) (5,250) (82,073)
New leases - 4,572 4,572
Foreign exchange adjustments - 386 386
Other movements* 1,573 (945) 628
Liabilities from financing activities at 31 December 2025 332,677 18,042 350,719
* "Other movements" in borrowings represents effective interest rate
adjustment from transaction costs. The Group classifies interest paid as cash
flows from operating activities. "Other movements" in lease liabilities
represents cancellation of lease liability in connection with premature
termination of a lease.
17. Equity
Shares authorised, issued and fully paid:
Ordinary shares Class B shares
Number of Share Number of Share Share Merger
shares capital shares capital premium reserve
€000 €000 €000 €000
At 1 January 2024 689,471,537 8,113 - - 2,958 (25,963)
Share options exercised1 590,306 7 - - - -
At 31 December 2024 690,061,843 8,120 - - 2,958 (25,963)
Share options exercised 2 2,366,304 28 - - - -
At 31 December 2025 692,428,147 8,148 - - 2,958 (25,963)
1 During 2024, several allotments of new ordinary shares of the Company
occurred in relation to exercised option plans - 560,204 shares on 17 April
2024, 7,722 shares on 1 November 2024, 11,839 shares on 22 November 2024, and
10,541 shares on 17 December 2024. The nominal value of the shares was GBP
0.01 per share resulting in a €7 thousand share capital increase.
2 During 2025, several allotments of new ordinary shares of the
Company occurred in relation to exercised option plans - 103,419 shares on 18
February 2025, 318,269 shares on 20 February 2025, 1,708,658 shares on 16 June
2025, 56,251 shares on 10 September 2025, 58,884 shares on 7 October and
120,823 shares on 17 October 2025. The nominal value of the shares was GBP
0.01 per share resulting in a €28 thousand share capital increase.
Share-based payments
The Group has a share option scheme under which options to subscribe for the
Group's shares have been granted to management.
Other reserves
Note Financial assets Foreign Reserve funds Cash flow Total
at FVOCI Currency €000 hedge reserve €000
€000 translation €000
reserve
€000
1 January 2024 (15,475) 19,503 54 345 4,427
Change in fair value of cash flow hedge recognised in equity - - - (2,605) (2,605)
Deferred tax - - - 351 351
Exchange differences on translation of foreign operations (excluding NCI) - (2,059) - - (2,059)
Other comprehensive expense and transfers for the period - (2,059) - (2,254) (4,313)
At 31 December 2024 (15,475) 17,444 54 (1,909) 114
Change in fair value of cash flow hedge recognised in equity - - - 1,434 1,434
Deferred tax - - - (301) (301)
Transfer of reserves - - 470 - 470
Exchange differences on translation of foreign operations (excluding NCI) (4,055) (4,055)
- - -
Other comprehensive (expense)/income and transfers for the period (4,055) 470 1,133 (2,452)
-
At 31 December 2025 (15,475) 13,389 524 (776) (2,338)
Minor balances of reserve funds relate to selected subsidiaries, where the
Group is obliged to make annual contributions from local profits.
Put option reserve
The put option reserve reflects corresponding charges related to the present
value of put options redemption amount. Once the put option is exercised and
the liability is settled the equivalent amount is transferred from the put
option reserve to retained earnings. Refer to non-controlling interests
section below for further details.
Non-controlling interests ("NCI")
The following transactions with non-controlling interest parties occurred
during the year:
For the year ended 31 December
2025 2024
FireTMS* Total Total
€000 €000 €000
Acquisition of non-controlling interests(1,2,3) - - (18,964)
Put options held by non-controlling interests(3) 735 735 1,161
Recognised in put option reserve 735 735 (17,803)
Payment for NCI in excess of NCI value recognised(1,2,3,4) - - 15,060
Recognised in retained earnings - - 15,060
Total attributable to equity holders of the parent 735 735 (2,743)
Derecognise NCI on acquisition of non-controlling interests of - - 6,167
subsidiaries(2,3,4)
Recognised as non-controlling interest - - 6,167
Total 735 735 3,424
* The NCI includes companies FIRETMS.COM Sp. z o.o. and FireTMS.com
GmbH.
1 Following the amendment to the original share purchase agreement
with Sygic, a.s. non-controlling shareholders from March 2024, the Group paid
the agreed purchase price of €15,574 thousand for the remaining 30% interest
in Sygic a.s. Following the payment, related put option reserve of €7,946
thousand was released to retained earnings.
2 In 2023, the Group signed an agreement to acquire the NCI of
KomTes in 2024. The final purchase price (CZK 225m ~ €8,876 thousand) was
agreed on 1 October 2024 and paid to non-controlling shareholders on 9 October
2024. Following the agreement, related put option reserve of €8,688 thousand
was released to retained earnings together with the value of NCI as of the
date of the transaction amounting to €4,993 thousand.
3 In 2024, the Group restructured an option to acquire its remaining
shareholding in FireTMS resulting in additional €1,161 thousand recognised
in put option reserve. Subsequently, the Group acquired additional 7.6%
interest in FireTMS for a purchase price amounting to €3,439 thousand.
Following the payment, the value of NCI as of the date of the transaction
amounting to €175 thousand. In 2025, the amount of €735 thousand
represents remeasurement and additional discount recognised on the put option
value as at 31 December 2025.
4 In 2024, the Group acquired the remaining 4.19% interest in CVS
for a consideration of €760 thousand. Following the payment, the value of
NCI as of the date of the transaction amounting to €999 thousand was
transferred to retained earnings.
Remaining subsidiaries that have non-controlling interests are not material to
the Group.
18. Financial risk management
The Group's classes of financial instruments correspond with the line items
presented in the consolidated statement of financial position.
The Group's principal financial liabilities, other than derivatives, comprise
loans and borrowings, leases and trade and other payables. These financial
liabilities relate to the financing of the Group's operations and investments.
The Group's principal financial assets include trade and other receivables,
and cash and cash equivalents that derive directly from its operations. The
Group also enters into derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk.
Management of the Group identifies financial risks that may have an adverse
impact on the business objectives and, through active risk management, reduces
these risks to an acceptable level. Further information is provided in the
Annual Report and Accounts.
19. Related party disclosures
Company
The Company controlling the Group is disclosed in Note 1.
Ultimate controlling party
The Company is the ultimate parent entity of the Group and it is considered
that there is no ultimate controlling party. Decision making is made
collectively by the board of directors or by board sub-committees on behalf of
the board. The board is the first to approve many of the items brought to vote
at the annual general meeting (e.g. directors appointments and resignations,
authority to allot shares, annual financial statements approval, appointment
of auditors). Mr. Vohánka does not control either the board of directors or
its sub-committees.
Paid dividends
The following dividends were declared and paid by the Company:
2025 2024
€000 €000
Extraordinary dividend of 3.00p per ordinary share (24,260) -
Transactions with other related parties
2025 2024
€000 €000
Sale of property to key management personnel - 37
Sale of various goods and services to entities controlled by key management 1 3
personnel
Purchases of various goods and services from key management personnel 154 -
Purchases of various goods and services from entities controlled by key 1,820 1,604
management personnel*
Purchases of various goods and services from associates 112 14
Sale of W.A.G payment solutions plc shares to key management personnel 28 7
* The Group acquired the following goods and services from entities that
are controlled by members of the Group's key management personnel: software
development, marketing research, consultancy, taxi services.
Outstanding balances arising from sales/purchases of goods and services
2025 2024
€000 €000
Trade payables to entities controlled by key management personnel 134 147
Trade payables to associates 45 1
As at 31 December 2025 and 2024, the Group had no outstanding loans, credit,
security or other benefits in either monetary or in-kind form to persons who
are the governing body or to members of governing or other management and
supervisory bodies, including former officers and members of those bodies.
Selected employees benefit from the private use of the Group cars.
Terms and conditions
Transactions relating to dividends were on the same terms and conditions that
applied to other shareholders. Goods were sold during the year based on the
price lists in force and terms that would be available to third parties. All
other transactions were made on normal commercial terms and conditions and at
market rates.
20. Subsequent events
Drawdown under Club Finance facility
On 2 January 2026, the Group received €16,500 thousand under Incremental
Facility IV, following the utilisation request from 16 December 2025.
Transactions with associates - LMS
On 9 February 2026, an amended and restated shareholders' agreement was
concluded, removing the put option arrangement from the contract.
Transactions with associates - Drivitty
On 2 March 2026, the Group entered into a sale and purchase agreement for the
disposal of its shares in Drivitty in exchange for certain intellectual
property rights (software code, software licences and related IP). As the
transaction will be accounted for as a deemed disposal, the Group obtained an
external valuation of the IP rights amounting to €2,300 thousand. The
agreement becomes effective upon completion of the handover process, which is
required to take place within 30 days. Upon completion, the Group will
derecognise its investment in the associate and recognise the acquired
intellectual property rights within intangible assets. As the transaction
occurred after the reporting date, no adjustments have been made to the
financial statements.
Conflict in the Middle East
Subsequent to the reporting date, a military conflict commenced in the Middle
East region. The Group is currently assessing the potential implications of
this development on its operations and financial position. While it is too
early to quantify any financial impact, the conflict may contribute to
increased volatility in global fuel markets, including potential upward
pressure on fuel prices. Management continues to monitor the situation
closely.
Directors' Responsibility Statement Required under the Disclosure and
Transparency Rules
The responsibility statement below has been prepared in connection with the
Company's full Annual Report and Accounts for the year ended 31 December 2025.
Certain parts of that Report are not included within this announcement. We
confirm to the best of our knowledge:
• the Group Financial Statements, which have been prepared in accordance
with UK adopted international accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit of the Group;
• the Company Financial Statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS 101, give
a true and fair view of the assets, liabilities and financial position of the
Company; and
• the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that it
faces.
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