REG - Eurowag - 2025 Interim Results
04/09/2025 07:00
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RNS Number : 9331X Eurowag 04 September 2025
LEI:
213800HU63CWV5J8YK95
4 September 2025
W.A.G payment solutions plc ("Eurowag" or the "Group")
Interim results for the six months ended 30 June 2025
Strong double-digit growth, continued strong cash generation and reduction in
net leverage
W.A.G payment solutions plc ("Eurowag" or the "Group") today announces its
interim results for the six-month period ended 30 June 2025.
H1 financial and operational highlights
· Total net revenue(1) +15.0% to €162.2m (H1 2024: €141.0m).
o Payment solutions net revenue(1) +22.7% to €97.9m, supported by strong
growth from toll revenues +50.3% and energy revenues +11.4% driven by higher
volumes.
o Mobility solutions net revenue +4.9% to €64.3m, as a result of growth
across our tax refund and transport management solutions. Excluding non-truck
revenue in FMS and navigation relating to LGVs, buses, passenger cars etc,
mobility revenue grew 7.8%.
· Adjusted EBITDA(1) +7.7% to €63.9m (H1 2024: €59.4m), +11.7%
excluding income relating to the previously noted commercial settlement in H1
24. Adjusted cash EBITDA(2) +14.1% to €49.2m, (H1 2024: €43.2m) with a
margin of 30.4% (H1 2024: 30.6%).
· Adjusted profit before tax(2) increased to €27.8m (H1 2024:
€21.6m) which resulted in a 16.3% increase in adjusted basic EPS to 2.92
cents per share (H1 2024: 2.51 cents). Statutory profit before tax increased
to €15.7m (H1 2024: €4.2m) with basic EPS increasing to 1.53 cents per
share (H1 2024: 0.35 cents).
· Strong cash generation reduced net debt(3) to €244.6m (FY 2024:
€275.5m) with net leverage(3) at
2.0x down from 2.6x in H1 2024 (FY 2024: 2.3x).
Good progress made on phased rollout of Eurowag Office with migration of products and customers
· Capital expenditure of €24.7m (H1 2024: €20.5m), of which
€17.9m(4) (H1 2024: 17.0m) was capitalised R&D investment in the
development and integration of our products and technology, including Eurowag
Office.
· Progress on track with digital onboarding for energy customers
commenced with an initial pilot, and e-wallet and AI tools now available to
customers within Eurowag office, such as a load cost calculator and document
processing tools.
Martin Vohánka, Founder and CEO, commented:
"Eurowag has delivered an impressive performance for the first half with
double-digit net revenue growth and strong cash generation, despite the
sustained macroeconomic challenges. This continued market outperformance is a
testament to our robust business model and the critical role we play in
helping our customers on the road. We have made good progress in the phased
roll out of our new integrated platform, Eurowag Office, progressively
migrating solutions and customers, as we continue Eurowag's transformation
into a data-centric and AI driven company. Looking forward, whilst we expect
macro headwinds to persist in the second half, we remain confident in
delivering our full year guidance."
H1 2025 financials
Key statutory financials H1 2025 H1 2024 YoY growth
Revenue (€m) 1,162.2 1,149.7 1.1%
Profit before tax (€m) 15.7 4.2 273.8%
Basic EPS (cents/share) 1.53 0.35 337.1%
Net revenue(1) (€m) 162.2 141.0 15.0%
Payment solutions net revenue (€m) 97.9 79.8 22.7%
Mobility solutions net revenue (€m) 64.3 61.3 4.9%
Alternative performance measures (2) H1 2025 H1 2024 YoY growth
Adjusted EBITDA (€m) 63.9 59.4 7.7%
Adjusted EBITDA margin (%) 39.4% 42.1% (2.7)pp
Adjusted cash EBITDA (€m) 49.2 43.2 14.1%
Adjusted cash EBITDA margin (%) 30.4% 30.6% (0.2)pp
Adjusted basic EPS (cents/share) 2.92 2.51 16.3%
Operational KPIs
H1 2025 H1 2024 YoY growth
Total active trucks (000s)(5) 313 297 5.3%
Average number of products per truck(5) 2.8 2.6 0.2x
Net promoter score (points) 43 41 2pts
Subscription revenue (%) 24.3% 27.7% (3.4)pp
Outlook and FY 2025 guidance reiterated before any adjustments relating to new
long term incentive plan
Eurowag has a proven track record of delivering double-digit organic growth,
despite the economic pressures seen across the CRT industry over the last few
years. Whilst the industry outlook remains flat with limited GDP growth in
Europe, Eurowag's robust business model and momentum in the first half of the
year, underpins the Group's confidence in delivering its FY 2025 guidance and
continued strong cash generation.
In-line with guidance communicated at the start of 2025, we expect:
· Low-teen net revenue growth;
· Adjusted EBITDA margins to be in-line with FY 2024 before any
non-cash adjustments relating to the new long-term incentive plan ("LTIP")
approved by shareholders at the EGM. Including these non-cash adjustments,
margins will be around 40%;
· Capitalised R&D will remain below the cap level of €50m(4);
· Adjusted cash EBITDA to be in the middle of the guidance range of
€90m to €100m communicated at FY 2024; and
· Net leverage(3) ratio to remain around 2.0x at the end of the year,
including the payment of the special dividend of €24.3m made in July,
remaining well within our target range of 1.5x-2.5x
The implementation of the new LTIP reiterates our focus on growth in Adjusted
cash EBITDA as the key performance metric. We are targeting a low-teen CAGR
for adjusted cash EBITDA over the medium term.
Notes:
1. The Group used "Net revenue", defined as revenue less costs of
goods sold in the 2024 Annual Report and in other information supplied to
markets, a subtotal similar to gross profit.
2. Refer to the Performance review section and see Note 2 Alternative
Performance Measures ("APMs") of the condensed interim financial statements.
The Group used "Net revenue", defined as revenue less costs of goods sold in
the Annual Report and in other information supplied to markets, a subtotal
similar to gross profit.
3. Net leverage covenant calculation, as per our bank definition, uses
Adjusted EBITDA for the last twelve months divided by net debt which includes
lease liabilities and derivative liabilities (Note 15).
4. Capitalised R&D excludes investments in hardware of onboard
units and infrastructure.
5. 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.
Change of ticker symbol to 'EWG'
As announced separately today, the Company's London Stock Exchange ('LSE') Tradable Instrument Display Mnemonic ('TIDM') will change from WPS.L to EWG.L with effect from 8.00am on Monday, 8 September 2025, to align with the Company's brand. Eurowag's shares will continue to be traded on the Main Market of the London Stock Exchange. The Company's ISIN and SEDOL codes remain unchanged, and shareholders do not need to take any action as a result of this announcement.
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, 4 September 2025, at
9.00am GMT. The presentation and webcast details are available on the Group's
website at https://investors.eurowag.com (https://investors.eurowag.com/)
Please register to attend the investor presentation via the following link:
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Investor Presentation via Investor Meet Company on Monday 8 September 2025
Carla Bloom, Vice President of Investor Relations and Communications, will
provide a live presentation via Investor Meet Company platform on Monday, 8
September 2025, 10:00 BST. The presentation is open to all existing and
potential shareholders, with a particular focus on engaging with retail
investors. Investors can sign up to Investor Meet Company free of charge. Use
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ENQUIRIES
Eurowag
Carla Bloom
VP Investor Relations and Communications
+44 (0) 789 109 4542
investors@eurowag.com (mailto:investors@eurowag.com)
Sodali & Co
Justin Griffiths, Gilly Lock
IR and international media
+44 (0)20 7100 6451
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 CRT 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. investors.eurowag.com (https://investors.eurowag.com/)
Chief Executive Officer's review
We are in the key stages of transforming our business from what was a fuel
card company only a few years ago to fulfill our ambition of being a
data-centric and AI driven company, changing Europe's CRT industry for good
and supporting it to become clean, fair and efficient. We have remained
focused on our strategic priorities, with significant progress made in each
area in the first half of the year:
Attract: Total active trucks +5% to around 313,000, connected to one or more
of our products.
Engage: Net promoter score +2pts to 43pts, continuing to develop our products
to ensure we keep adding value to our customers.
Monetise: Average number of products per truck +0.2 to 2.8, highlighting our
ability to cross sell the multiple solutions we can offer our customers to
improve and streamline their operations.
Retain: Subscription revenues +1.0% to 24.3% of total net revenues, relating
to data-centric products accounted for in our mobility revenues. As we start
to reassess our revenues, and move towards more of a recurring revenue metric,
Energy and Toll revenue will naturally form part of this as they are
predictable and highly recurring in nature.
Progress on our industry-first integrated platform, Eurowag Office
As part of our continued commitment to customers, we conducted a customer
survey at the start of the year to ensure we are prioritising the integration
of solutions into the Eurowag Office correctly. This survey reiterated that
the most important services to customers remain as follows;
1. Real-time cost estimation for loads and fuel management are key for
managing the truck company's cash flow;
2. Driver's worktime management is key to keeping up with regulatory
changes and avoiding heavy fines; and
3. Digital transport orders that can be integrated into the planning and
delivery of the loads until the final invoice is created, helping to make
their operational processes seamless and more efficient.
In response to this customer feedback, we prioritised the integration of our
energy payment solution within the Eurowag Office application in the first
half of the year, alongside the introduction of our e-wallet product, which
allows customers to view their energy transactions and credit limit within the
application. The next step in further developing the platform is the
introduction of digital onboarding for new energy customers. This will
streamline and accelerate customer onboarding, including the issuance of a
digital or physical fuel card within days rather than weeks, as well as
enabling the scaling of both the direct and indirect channels, which has
historically been reliant on salespeople and manual processes. As part of the
digital onboarding launch within our direct channels, we have also piloted
digital fuel card sales within OEM dealerships in Spain and Italy, with the
ambition that once this sales process has been tested, we can further expand
our indirect reach through more dealerships across Europe. We have started to
pilot the Toll solution through the Eurowag office application, and will start
the migration of both energy and toll solution customers to the platform by
the end of the year, allowing us to commence the cross-selling of solutions
within the Eurowag Office.
Eurowag Office would not be possible without our current suite of products,
where we are constantly investing into both the technologies and hardware to
support our customer offering. During the first half of the year we extended
our EETS Toll Solution to two new licensed countries, Switzerland and
Bulgaria, taking our total EETS licensed countries to 13. We now cover 24
countries with our Toll Solution, allowing our customers to benefit from fewer
onboard units and technologies with the efficiencies that brings to them when
crossing Europe. Our EVA onboard unit, which also includes our FMS solution,
grew 141% in the year to around 32,300 units, with active toll domains growing
146% to around 62,000. Within our energy business we also expanded our fuel
card acceptance points to over 15,500 (H1 2024: 13,900) in 24 countries, of
which mobile acceptance points increased to around 2,450 stations (H1 2024:
1,500).
Operational excellence journey
Across the organisation, transformation is taking place, which also includes
streamlining our operating model. Each of our acquisitions has brought new
internal processes, systems and customer experiences. We are driving
standardisation and optimisation across the whole organisation, which will
bring efficiencies and more importantly drive value creation. With the
integration of people, processes, technology and product hardware, we have
already seen some benefits across our opex, capex and working capital base.
Some examples include rebranding our acquired businesses to Eurowag,
integration of HR systems and centralising the procurement of hardware for our
onboard units. Alongside the changes made to centralise our procurement
processes across the Group, we are standardising the onboard unit across all
our data solutions (FMS, WTM and Toll) with all the relevant components
already pre-installed within the unit to enable easier digital cross-selling
once the onboard unit is fitted in the truck. Other areas of focus have been
about improving our customer experience through centralisation of our tech and
support team as well as the standardisation of processes and systems, allowing
for future implementation of AI and chatbots. We have also enabled 24/7
customer support across most of our markets, which has significantly improved
our customer experience. As we cross-sell our solutions to customers, it's
important that our customer care teams can help them with all their needs, not
just one single product. These improvements across our back office are not
only necessary for short-term value creation but will enable us to scale at
pace once the Eurowag Office is fully integrated with all our solutions.
Sustainability
We continue to focus on our sustainability action plan with a focus on climate
action, customer success and wellbeing, community impact and responsible
business.
In June, Eurowag was ranked as the leading company in the Czech Republic by
CZECH TOP 100 and Climate & Sustainable Leaders. The recognition follows
an assessment of the 150 largest Czech companies, focusing on year-on-year
reductions in core Scope 1 & 2 greenhouse gas emissions, the quality of
sustainability data reporting, and the strength of broader ESG strategies.
We continue to reduce emissions not only within our operations but also for
our customers, and our decarbonisation-as-a-service offering is gaining
increasing recognition. Alternative fuels such as hydrogeneration of vegetable
oil ("HVO") have played a key role, with sales increasing 3.5x compared to H1
2024. Our acceptance network for HVO has grown to over 500 locations, with
more than 50% of volumes sold at our Truck Parks in the Czech Republic. We
have also seen a substantial increase in HVO sales in Spain, further expanding
our impact across key European corridors.
Similarly, liquefied natural gas ("LNG") and bioLNG sales continue to
contribute to emissions reduction, with overall gas volumes remaining
consistent with H1 2024 levels. Notably, bioLNG now accounts for 15% of the
total gas volume sold. Eurowag's gas acceptance network remains stable at
approximately 450 locations, with over 30% offering bioLNG - signaling a
significant shift away from fossil LNG and underscoring our commitment to
cleaner fuel alternatives.
Eurowag is making strong progress in eMobility as well. One of the key
milestones in the first half of the year was the announcement of our
partnership with Milence, the leading provider of electric truck charging
infrastructure.
Board changes
As previously announced and as part of our secession planning, on 21 February
2025, Sharon Baylay-Bell stepped down from the Board and has been succeeded by
Sophie Krishnan, as Chair of the Remuneration Committee. On 22 May 2025, Paul
Manduca stepped down as Chairman at the AGM, and has been succeeded by Steve
Dryden, who previously served as the Chair of our Audit and Risk Committee
since joining the Board in June 2023.
Financial review
Another strong financial performance from the Group driven by increased net
revenue and focus on improving Adjusted cash EBITDA through cost efficiencies.
Net revenue performance was supported by payment solutions growth of 22.7% and
mobility solutions growth of 4.9%. Our Adjusted EBITDA increased by 7.7% to
€63.9m (H1 2024: €59.4m) and the Adjusted EBITDA margin decreased to
39.4% (H1 2024: 42.1%), driven by higher employee expenses. Adjusted cash
EBITDA increased by 14.1% to €49.2m (H1 2024: €43.2m) despite higher
capitalised R&D spend.
On a statutory basis, the Group reported a profit before tax of €15.7m (H1
2024: €4.2m), an increase of 273.8% year-on-year. Basic EPS increased by
337.1% to 1.53 cents per share (H1 2024: 0.35 cents per share). Adjusted basic
EPS increased 16.3% year-on-year to 2.92 cents per share (H1 2024: 2.51 cents)
driven by higher Adjusted net profit attributable to equity holders.
The above trading performance contributed to a positive Net debt reduction to
€244.6m (FY 2024:
€275.5m) and an improved Net leverage ratio of 2.0x (FY 2024: 2.3x).
Performance review
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 one-off by
virtue of their size and/or nature. Our adjusted measures are calculated by
removing such adjustments from our statutory results. Note 2 of the
accompanying financial statements includes reconciliations.
(€m) Adjusted Adjusting H1 2025 Adjusted Adjusting H1 2024
items items
Net revenue 162.2 - 162.2 141.0 - 141.0
EBITDA 63.9 2.7 61.2 59.4 7.4 52.0
EBITDA margin (%) 39.4% 1.7% 37.7% 42.1% 5.2% 36.9%
Depreciation, amortisation and impairments (25.4) 9.3 (34.7) (22.7) 10.0 (32.7)
Share of net loss of associates (0.8) - (0.8) (0.3) - (0.3)
Operating profit 37.7 (12.0) 25.7 36.4 17.4 19.0
Finance income 3.8 - 3.8 1.9 - 1.9
Finance costs (13.8) - (13.8) (16.7) - (16.7)
Profit before tax 27.7 12.0 15.7 21.6 17.4 4.2
Income tax (7.5) (2.4) (5.1) (4.2) (2.5) (1.7)
Profit after tax 20.2 9.6 10.6 17.4 14.9 2.5
Basic earnings per share (cents) 2.92 1.38 1.53 2.51 2.16 0.35
Revenue (€m)
H1 2025 H1 2024 YoY YoY
change (%)
Revenue 1,162.2 1,149.7 12.5 1.1%
Payment solutions 1,097.9 1,088.4 9.5 0.9%
Mobility solutions 64.3 61.3 3.0 4.9%
Net revenue 162.2 141.0 21.2 15.0%
Payment solutions 97.9 79.8 18.1 22.7%
Mobility solutions 64.3 61.3 2.9 4.9%
The Group's revenue increased by 1.1% year-on-year to €1,162.2m (H1 2024:
€1,149.7m), driven mainly by higher volumes partially offset by lower fuel
prices (a corresponding increase was reported for costs of energy sold).
Revenue is reported net of Toll volumes charged to customers on behalf of Toll
Operators. Revenue, including Toll charges and net of customer discounts, was
€1,994.2m (H1 2024: 1,894.5m) and grew by 5.3%, as a result of further
expansion of our EETS Toll solution.
The Group delivered double-digit net revenue growth of 15.0% to €162.2m,
supported by strong growth in Payment solutions net revenue which grew 22.7%
year-on-year. As mentioned above, this increase reflects strong growth in toll
net revenues of 50.3%, primarily as a result of CO2 charges in Germany and
Austria, as well as strong EVA sales due to geographical expansion of our EETS
solution. Mobility solutions net revenue grew by 4.9% year-on-year, as a
result of growth across our tax refund and scaling transport management
solutions. That growth was partially offset by a slow-down in fleet management
solutions growth and navigation, as a result of our strategic focus on large
vehicle contracts rather than smaller light vehicles. If we exclude non-truck
related revenue, which includes LGVs, buses, passenger cars and not core to
our strategy, mobility revenue grew 7.8%. We anticipate these non-truck
revenues to decline overtime as we focus on the CRT industry and heavy
vehicles and fleets.
Corporate expenses
Statutory operating expenses increased by €14.0m to €135.7m (H1 2024:
€121.7m). There was an increase in statutory operating expenses as a result
of increased employee expenses driven by investment in people to support the
business, salary inflation and change in senior incentive programmes. Further
details are provided below.
€m Adjusted Adjusting H1 2025 Adjusted Adjusting H1 2024
Items Items
Employee expenses 54.4 0.2 54.6 44.0 2.4 46.4
Impairment losses of financial assets 7.2 - 7.2 7.8 - 7.8
Technology expenses 8.4 2.4 10.8 7.3 2.6 9.9
Other operating expenses 29.3 0.1 29.4 25.6 2.4 28.0
Other operating income (1.0) - (1.0) (3.1) - (3.1)
Total operating expenses 98.3 2.7 101.0 81.6 7.4 89.0
Depreciation and 25.4 9.3 34.7 22.7 10.0 32.7
amortisation
Total 123.7 12.0 135.7 104.3 17.4 121.7
Adjusted total operating expenses increased by €19.4m to €123.7m, of which
€10.4m of the increase related to adjusted employee expenses which grew
23.6% to €54.4m. This increase was driven by inflationary salary increases
of 5.4%, hiring the right people to support the business through the next
phase of our transformation, and changes to incentive programmes for senior
colleagues. Impairment losses of financial assets, which are mainly as a
result of insolvency of our customer's businesses, decreased to €7.2m (H1
2024: €7.8m). Company insolvencies were higher than expected in H1,
particularly in markets such as Poland, Romania and Austria. The credit loss
ratio as a percent of gross energy and toll revenues, remained stable at 0.4%,
with robust credit risk management and cash collection processes in place.
Adjusted technology expenses increased by 15.1% or €1.1m year-on-year to
€8.4m (H1 2024: €7.3m) reflecting the Group's continued focus around
technology and cloud transformation. Other operating expenses grew 14.5% to
€29.3m (H1 2024: €25.6m) and relate mainly to professional services,
travel, marketing, facilities etc. Other operating income decreased to €1.0m
(H1 2024: €3.1m); with last year's income benefiting from a €3.0m legal
settlement relating to an acquisition. Adjusted depreciation and amortisation
grew by 11.9% to €25.4m (H1 2024: €22.7m), primarily due to the
amortisation of intangible assets relating to the increased capex spend in the
prior years.
Adjusting items
In H1 2025, the Group incurred costs of €12.0m (H1 2024: €17.4m), which
were considered Adjusting items and have been excluded when calculating
Adjusted EBITDA and Adjusted profit before tax. These are summarised below:
(€m) H1 2025 H1 2024
M&A-related expenses (0.2) 2.2
ERP implementation and integration expenses 2.9 3.0
Share-based compensation - 2.2
Adjusting items in operating expenses 2.7 7.4
Adjusting Items in depreciation and amortisation 9.3 10.0
Total Adjusting items 12.0 17.4
M&A-related expenses are primarily professional fees in relation to
exploring opportunities for future growth. This year we released a provision
relating to the acquisition of Inelo. ERP implementation expenses were €2.9m
(H1 2024: €2.8m). We still anticipate a further €13m of expenses relating
to this implementation until the end of 2026. There were no integration
expenses accounted for in H1 2025 (H1 2024: €0.2m). Share-based compensation
awarded prior to the IPO concluded in FY 2024 and therefore no longer
accounted for in Adjusting items. Amortisation of acquired intangibles was
lower at €9.3m in H1 2025 (H1 2024: €10.0m); and mainly relates to the
acquisition of Inelo. The lower amount is due to the trademarks of Inelo and
CVS being fully amortised.
Adjusted cash EBITDA
Adjusted cash EBITDA increased 14.1% to €49.2m, (H1 2024: €43.2m) with a
margin of 30.4% (H1 2024: 30.6%)
(€m) H1 2025 H1 2024 YoY growth (%)
Adjusted EBITDA 63.9 59.4 7.7%
Capitalised R&D (17.9) (17.0) 4.9%
Share based payments 3.2 0.8 288.3%
Adjusted cash EBITDA (€m) 49.2 43.2 14.19%
Adjusted cash EBITDA margin (%) 30.4% 30.6% (0.2)pp
Net finance expense
Net finance expense in H1 2025 amounted to €10.0m (H1 2024: €14.8m).
Finance costs decreased mainly as a result of lower interest rates compared to
prior year together with lower factoring fees. Finance income increased due to
higher foreign exchange gains.
Taxation
The Group's Adjusted effective tax rate increased to 27.1% (H1 2024: 19.6%)
primarily due to higher statutory profitability and lower Adjusting items
affecting profit before tax. 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 8 of the accompanying
financial statements.
EPS
Adjusted basic EPS increased by 16.3% to 2.92 cents per share (H1 2024: 2.51
cents per share) as a result of increased Adjusted profit before tax offset by
increased number of shares (due to exercised option plan schemes). Basic EPS
for the first half of 2025 was 1.53 cents per share, up 337.1% year-on-year.
Pay-out of deferred consideration and acquisition of non-controlling interests
There were no acquisition related payments made in H1 2025. On 1 July 2025,
the Group paid contingent acquisition consideration of €2.0m related to
acquisition of Inelo Group. Refer to Note 18 of the financial statements.
Cash performance
During the period, the Group reported a net debt inflow of €30.9m (H1 2024:
inflow of €13.3m). The basis of deriving this net debt movement is set out
below:
Management free cash flow (€m) H1 2025 FY 2024 H1 2024
Adjusted EBITDA 63.9 121.7 59.4
Non-cash items in Adjusted EBITDA 10.8 14.8 8.9
Tax (6.3) (11.5) (6.8)
Net interest (9.2) (23.7) (11.4)
Working capital 0.9 46.0 (0.1)
Free cash 60.1 147.3 50.0
Adjusting items - cash (3.1) (9.1) (3.2)
Capital expenditure(1) (20.9) (45.7) (19.5)
Payments related to previous acquisitions - (37.3) (8.2)
Repayment of lease obligations (2.8) (5.2) (2.5)
Other(2) (2.4) (8.7) (2.3)
Movement in net debt inflow/(outflow) 30.9 41.3 14.4
Opening Net debt/cash(3) (275.5) (316.8) (316.8)
Closing Net debt/cash(3) (244.6) (275.5) (302.4)
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 (APM's) of
the accompanying financial statements.
As at 30 June 2025, the Group's net debt position stood at €244.6m, compared
with €302.4m as at 30 June 2024.
Tax paid amounted to €6.3m in H1 2025, representing a decrease compared to
the same period last year (H1 2024: €6.8m) despite improved profitability.
This reduction primarily reflects the impact of timing differences (Czech
Republic) and enhanced monitoring across key jurisdictions (Poland, Slovakia,
Hungary).
Interest paid decreased to €9.2m (H1 2024: €11.4m), as expected with a
reduction of the Group's net debt position.
Non-cash items in Adjusted EBITDA predominantly relate to adding back the
share awards issued post-
IPO and provision movements relating to credit losses of €7.2m (H1 2024:
€7.8m).
Net working capital ended the half year almost neutral with an inflow of
€0.9m (H1 2024: outflow of €0.1m). The Group has worked hard to implement
numerous cash flow and liquidity initiatives which are reflected in a strong
collection of receivables, improved collections of tax refund due to increase
in factoring lines and improved payment terms with suppliers.
Adjusting items relates to ERP implementation expenses together with
M&A-related expenses as outlined in Note 2 of the accompanying financial
statements.
Capital expenditure
Capital expenditure in the first half of FY 2025 amounted to €24.7m (H1
2024: €20.5m), with continued investment in developing and maintaining our
products as well as the development and integration of Eurowag Office.
Capitalised R&D spend was €17.9m (H1 2024: €17.0m), of which €12.8m
was spent on products and the Eurowag Office and €5.1m on development of our
technology and data systems which are the foundation of the integrated
platform and will enable us to scale. The remaining capital expenditure
included €5.4m on OBUs which are a large driver of revenue growth and
€1.4m on infrastructure which mainly relates to our legacy truck parks,
buildings and IT hardware.
Capital allocation
The Group's capital allocation priorities, in order of importance, are to
focus on investment in the business to deliver strong organic growth and
operational efficiencies, as well as deleveraging. The Group has guided
capitalised R&D below the cap level of €50m per year going forward, and
this will be invested in delivery of the platform, which includes maintenance
and development of the various products, as well as streamlining technologies
and systems across the various acquired businesses. With large acquisitions
behind us, the Group will consider bolt-on opportunities that add new products
to the platform or accelerate the number of trucks added to the platform.
Our target for net leverage will remain at 1.5x-2.5x. Net leverage is expected
to be around 2.0x at the end of FY 2025, after the payment of the special
dividend of €24.3m on 3 July 2025. The Board will continue to focus on and
evaluate the cash generation of the business and ensure flexibility of
investment in the business is maintained, before considering the return of any
further cash to shareholders.
Financing facility and covenants
The Group reduced its net debt position to €244.6m (FY 2024: €275.5m)
delivering an improved net leverage ratio of 2.0x (H1 2024: 2.6x) which is now
within the Board's target range of 1.5x-2.5x. As at 30 June 2025 the Group was
compliant with all its financial covenants as shown in the table below.
Covenant Calculation Target Actual 30 June
2025
Interest cover The ratio of Adjusted EBITDA to finance charges Min. 3.50(1) 4.70
Net leverage The ratio of total net debt to Adjusted Max. 3.50(2) 2.00
EBITDA
Adjusted net The ratio of the Adjusted total net debt to Max. 6.50 3.40
leverage Adjusted EBITDA
1. The Group agreed a lower interest cover from 4.0 to 3.5x in
December 2024.
2. The covenant shall not exceed 3.75 prior to 1 January 2025.
The Group also manages its working capital needs through the use of
uncommitted factoring facilities, with average financing limits of €150m and
average utilisation of 78% (H1 2024: €138.7m and 74.0% respectively),
together with the use of uncommitted reverse factoring facilities in Spain
with year-end financing limits of €45.0m and year end utilisation of
€34.2m. The Group has a proactive approach to maintaining a strong financial
position and has demonstrated its ability to optimise working capital.
Risk management
Risk identification, assessment and management are central to the Group's
internal control environment. A risk management framework enables the Group to
identify, evaluate, address, monitor, and report effectively the risks faced
and achieve a balance between risks and opportunities. A detailed description
of each of the principal risks, together with details on trends, exposure and
the mitigation measures implemented is disclosed on pages 35 to 40 of the 2024
Annual Report.
Consolidated income statement
For the period ended 30 June
2025 2024*
Adjusted Adjusting Total Adjusted Adjusting Total
items** items**
Note €000 €000 €000 €000 €000 €000
Revenue 3 1,162,183 - 1,162,183 1,149,705 - 1,149,705
Cost of sales (999,997) - (999,997) (1,008,674) - (1,008,674)
Net Revenue 162,186 - 162,186 141,031 - 141,031
Operating expenses (117,466) (12,046) (129,512) (99,639) (17,376) (117,015)
Other operating income 5 986 - 986 3,117 - 3,117
Impairment losses of financial assets (7,178) - (7,178) (7,793) - (7,793)
Share of net loss of associates (759) - (759) (284) - (284)
accounted for using the equity method
Operating profit/(loss) 37,769 (12,046) 25,723 36,431 (17,376) 19,056
Finance income 6 3,812 - 3,812 1,887 - 1,887
Finance costs 7 (13,811) - (13,811) (16,694) - (16,694)
Profit/(loss) before income tax 27,770 (12,046) 15,724 21,625 (17,376) 4,249
Income tax (expense)/credit 8 (7,525) 2,401 (5,124) (4,241) 2,509 (1,733)
Profit/(loss) from continuing 20,245 (9,645) 10,600 17,383 (14,867) 2,516
operations
Loss after tax for the year from - - - - -
-
discontinued operations
Profit/(loss) for the financial year 20,245 (9,645) 10,600 17,383 (14,867) 2,516
Profit/(loss) attributable to:
Owners of the parent 20,181 (9,645) 10,536 17,281 (14,857) 2,425
Non-controlling interests 64 - 64 102 (10) 92
20,245 (9,645) 10,600 17,383 (14,867) 2,516
Earnings per share - basic and diluted (Note 9): 2025 2024
cents cents
Basic earnings/(loss) per share 1.53 0.35
Diluted earnings/(loss) per share 1.52 0.35
*Prior year has been re-presented. See Note 1 for further information.
**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 period ended 30 June
2025 2024
Note €000 €000
Profit/(loss) for the year 10,600 2,516
Other comprehensive (expense)/income
Items that may be reclassified to profit or loss
Change in fair value of cash flow hedge recognised in equity 634 (148)
Exchange differences on translation of foreign operations 1,174 (361)
Deferred tax related to other comprehensive income - cash flow hedge (133) (166)
Total items that may be reclassified to profit or loss 1,675 (675)
Items that will not be reclassified to profit or loss
Changes in fair value of equity investments at fair value through other - -
comprehensive income
- -
Total items that will not be subsequently reclassified to profit or loss
Total other comprehensive expense (net of tax) 1,675 (675)
Total comprehensive expense for the year 12,275 1,841
Total comprehensive (expense)/income attributable to:
Owners of the parent 12,209 1,749
Non-controlling interests 66 93
Total comprehensive expense for the year 12,275 1,841
Consolidated statement of financial position
Note 30 June 2025 31 December 2024
(unaudited) €000
€000
Assets
Non-current assets
Intangible assets 12 511,453 517,507
Property, plant and equipment 12 56,651 56,125
Right-of-use assets 18,485 19,192
Investments in associates 11 10,215 10,973
Deferred tax assets 13,009 9,165
Other non-current assets 13 7,620 6,479
617,433 619,441
Current assets
Inventories 12,303 15,380
Trade and other receivables 13 437,573 370,967
Income tax receivables 2,167 3,308
Derivative assets 10 816 261
Cash and cash equivalents 130,822 107,430
583,681 497,346
Total assets 1,201,114 1,116,787
Liabilities
Current liabilities
Trade and other payables 14 479,360 406,307
Borrowings 15 125,032 115,380
Lease liabilities 5,144 5,019
Provisions 2,521 2,126
Income tax liabilities 3,565 4,628
Derivative liabilities 10 1,489 1,183
617,111 534,643
Net current liabilities (33,430) (37,297)
Non-current liabilities
Borrowings 15 250,426 267,547
Lease liabilities 13,916 14,260
Provisions 662 794
Deferred tax liabilities 29,261 26,488
Derivative liabilities 10 1,139 1,464
Other non-current liabilities 14 11,255 9,275
306,659 319,828
Total liabilities 923,770 854,471
Net assets 277,344 262,316
Equity
Share capital 8,148 8,120
Share premium 2,958 2,958
Merger reserve (25,963) (25,963)
Other reserves 1,789 114
Put option reserve (5,086) (4,657)
Retained earnings 295,058 281,370
Equity attributable to equity holders of the Company 276,904 261,942
Non-controlling interests 440 374
Total equity 277,344 262,316
Consolidated statement of changes in equity
For the period ended 30 June
Attributable to owners of the parent
Put option reserve Non- controlling interests
Note Share capital Share premium Merger reserve Other reserves Retained earnings Total Total equity
€000 €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 period
- - - - - 2,425 2,425 92 2,516
Other comprehensive
(expense)/income - - - (676) - - (676) 1 (675)
Total comprehensive
income - - - (676) - 2,425 1,749 93 1,841
Share options exercised 7 - - - - - 7 - 7
Share-based payments - - - - - 3,198 3,198 - 3,198
Transactions with NCI - - - - (316) (1,465) (1,781) (1,015) (2,796)
in subsidiaries
Total transactions with owners recognised
directly in equity 7 - - - (316) 1,733 (1,424) (1,015) 409
At 30 June 2024 8,120 2,958 (25,963) 3,751 (22,776) 293,538 259,628 5,459 265,087
At 1 January 2025 8,120 2,958 (25,963) 114 (4,657) 281,370 261,942 374 262,316
Profit for the period - - - - - 10,536 10,536 64 10,600
Other comprehensive - - - 1,673 - - 1,673 2 1,675
(expense)/income
Total comprehensive - - - 1,673 - 10,536 12,209 66 12,275
(expense)/income
Share options exercised 28 - - - - - 28 - 28
Transfer of reserves - - - 2 - (2) - - -
Share-based payments - - - - - 3,154 3,154 - 3,154
Transactions with NCI - - - - (429) - (429) - (429)
in subsidiaries
Total transactions with 28 - - 2 (429) 3,152 2,753 - 2,753
owners recognised directly in equity
At 30 June 2025 8,148 2,958 (25,963) 1,789 (5,086) 295,058 276,904 440 277,344
Consolidated statement of cash flows
For the period ended 30 June
Unaudited
2025 2024
Note €000 €000
Cash flows from operating activities
Profit/(Loss) before tax for the year 15,724 4,249
Non-cash adjustments:
Depreciation and amortisation 34,687 32,667
Gain on disposal of non-current assets (280) (144)
Interest income 6 (362) (279)
Interest expense 7 10,549 12,982
Movements in provisions 263 264
Impairment losses of financial assets 7,178 7,793
Movements in allowances inventories 61 -
Foreign currency exchange rate differences (1,789) (366)
Fair value revaluation of derivatives and securities 60 (26)
Share-based payments 3,192 3,198
Other non-cash items 762 2,284
Operating cash flows before movements in working capital 70,045 62,623
Changes in:
Trade, contract and other receivables 13 (74,925) (71,830)
Inventories 3,962 88
Trade, contract and other payables 14 71,887 71,673
Cash generated from operations 70,969 62,554
Interest received 362 279
Interest paid (9,553) (11,649)
Income tax paid (6,276) (6,801)
Net cash generated from operating activities 55,502 44,382
Consolidated statement of cash flows (continued)
For the period ended 30 June
Unaudited
2025 2024
Note €000 €000
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 322 377
Purchase of property, plant and equipment (6,118) (3,262)
Purchase of intangible assets (15,128) (16,612)
Payments for acquisition of subsidiaries, net of cash acquired - (5,700)
Net cash used in investing activities (20,924) (25,197)
Cash flows from financing activities
Payment of principal elements of lease liabilities (2,756) (2,460)
Proceeds from borrowings 25,000 35,000
Repayment of borrowings (33,456) (46,811)
Acquisition of non-controlling interests - (2,471)
Proceeds from issued share capital (net of expenses) 28 7
Net cash (used in)/generated from financing activities (11,184) (16,735)
Effect of exchange rate changes on cash and cash equivalents - -
Net increase/(decrease) in cash and cash equivalents 23,394 2,450
Net cash and cash equivalents at beginning of the period 107,428 90,342
Net cash and cash equivalents at the end of the period 130,822 92,792
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 & 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 condensed interim financial statements for the six-months ended 30 June
2025 have been prepared in accordance with UK-adopted IAS 34 Interim Financial
Reporting and the Disclosure and Transparency Rules of the Financial Conduct
Authority. It has been prepared on a basis consistent with that adopted in the
previous year. The condensed interim financial statements should be read in
conjunction with the Annual Report and Consolidated financial statements for
the year ended 31 December 2024, which have been prepared in accordance with
UK-adopted International Accounting Standards (UK-adopted IFRS).
The condensed interim 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. The interim
condensed financial statements are presented in EUR and all values are rounded
to the nearest thousand (€000), except where otherwise indicated.
These condensed interim financial statements do not comprise statutory
accounts within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2024 were approved by the
Board of directors on 24 March 2025 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
These condensed interim financial statements for the half year period (from 1
January 2025 to 30 June 2025) were approved for issue on 4 September 2025 and
have been neither reviewed nor audited by the auditors. There is no
significant seasonality of Group's operations.
In the prior year, the Group has amended its presentation of the Consolidated
income statement as follows:
The consolidated income statement subtotal "Net energy and services sales" has
been replaced with "Net revenue"
The 'function of expense' or 'Cost of sales' method in IAS 1 classifies
expenses according to their function as part of Cost of sales or operating
activities. At a minimum, the Group is required to disclose its Cost of sales
under this method separately from other expenses and management believes that
this method provides more relevant information to users.
The Group used "Net revenue", defined as revenue less costs of goods sold in
the Annual Report and in other information supplied to markets, a subtotal
similar to gross profit.
The Group has combined Other operating expenses with Employee expenses and
Technology expenses
The Group discloses detailed costs in notes and other information contained in
the annual report and does not consider it necessary to disclose such costs in
the Consolidated income statement.
The Group has introduced a "middle column" to disclose Adjusting items
In the prior year, the Consolidated income statement included Adjusting items
and Adjusted EBITDA, and non-IFRS performance measure, as separate line items
in the Consolidated income statement. The Group has introduced a middle column
for the disclosure of Adjusting items to show the impact of these items on
IFRS compliant performance measures. To aid the user's understanding of
Adjusted EBITDA which is an APM, the Group has moved this disclosure to Note 2
"Alternative Performance Measures".
The Group has moved the Share of net loss of associates accounted for using
the equity method to operating profit
In the prior year, the Group disclosed the share of net loss of associates
together with finance income and finance costs after operating profit before
depreciation and amortisation. In the current year the Group has moved this
item to include it within operating profit or loss as the investment in
associates is related to operating activities rather than financing
activities.
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
Group will have adequate resources to continue in operational existence to
continue in operational existence at least until December 2026.
The Directors considered the Group's business activities, together with the
principal risks and uncertainties, likely to affect its future performance and
position. For the purpose of this going concern assessment, the Directors have
considered the Group's forecasts and strategic plan for the period to December
2026. The review also included the financial position of the Group, its cash
flows and adherence to its banking covenants. The Group has access to a Club
Finance Facility which comprises of two amortizing loans, a revolving credit
facility ("RCF") together with additional incremental lines all of which
mature in March 2029. See Note 15 for the covenant assessment as at 30 June
2025.
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 severe downside case assumes a deterioration in trading performance
relating to a decline in product demand, as well as supply chain risks. These
downsides would be partly offset by the application of mitigating actions to
the extent they are under management's control, including deferrals of capital
and other discretionary expenditure.
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.
On consideration of the above, the Directors believe that the Group has
adequate resources to continue in operation existence for the forecast period
to December 2026 and the Directors therefore consider it appropriate to
continue to adopt the going concern basis in preparing the 2025 interim
financial statements.
Since performing their assessment, there have been no subsequent changes in
facts and circumstances relevant to
the Directors' assessment of going concern.
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:
Gross revenue and toll volumes
Gross revenue corresponds to segmental revenue from contracts with customers.
In addition to gross 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.
Unaudited
30 June 2025 30 June 2024
€000 €000
Gross revenue 1,162,183 1,149,705
Toll volumes 832,059 744,819
Total 1,994,242 1,894,524
EBITDA
EBITDA is defined as operating profit before depreciation and amortisation.
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before Adjusting items.
Adjusting item Definition Exclusion justification
Fees and other costs relating to M&A-related expenses vary according to non-recurring acquisition activity
of the Group. Exclusion of these costs enhances comparability of the Group's
M&A-related expenses the Group's acquisition activity results over time.
Transformational expenditure represents investments intended to create a new
product or service, or significantly enhance an existing one, in order to
increase the Group's revenue potential, including systems and process
improvements relating to customer services. Transformational expenses, which
cannot be capitalised as they mainly relate to research, were excluded as the
Group is executing its strategic transformation programme and these costs
represent a significant investment in technology. The SAP implementation
programme is expected to complete by the end of 2026.
Integration costs of Inelo
ERP implementation and integration costs Costs related to transformation of key IT systems and the cost of integration
of business 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 and they are not
expected to occur from 2025 onwards.
Share options and cash-settled compensation provided to management and certain
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 period from 2021 to 2024 amount to €20.7 million, €19.4
million of which is amortised over three years.
Equity-settled and cash-settled compensation provided to the Group's Share awards provided post-IPO were not excluded as they represent the
management before IPO non-cash element of the annual remuneration of executive remaining in the
Share-based compensation business.
Adjusted EBITDA reconciliation
Unaudited
H1 2025 H1 2024
€000 €000
Profit before tax 15,724 4,249
Intangible assets amortisation 26,446 24,604
Tangible assets depreciation 4,996 5,248
Right of use depreciation 3,245 2,816
Depreciation and amortisation 34,687 32,667
Net finance cost and share of net loss of associates 10,758 15,090
EBITDA 61,169 52,007
M&A-related expenses (178) 2,184
ERP implementation and integration costs 2,922 2,961
Share-based compensations - 2,214
Adjusting items 2,744 7,358
Adjusted EBITDA 63,913 59,365
The Group has incurred acquisition related costs which are primarily
professional fees in relation to M&A activities, consisting of various
activities to explore further opportunities for growth. The prior year
expenses relate to the acquisition of Inelo (€2 million settlement agreement
with the shareholders) and the current year expenses are offset by a
provisional release relating to the Inelo acquisition.
ERP implementation and integration costs of €2.9 million (2024: €3.0
million) mainly relate to the implementation of our ERP system, which went
live in January 2024, with approximately €13.0 million anticipated cost to
be incurred up to the year ended 31 December 2026.
Share-based compensation primarily relates to compensation provided to
previous management, prior to the IPO. These legacy incentives comprise a
combination of cash and share-based payments that vested in the prior year. No
further share-based compensation adjusting expenses are expected in the future
and post-IPO share-based payment charges are not treated as Adjusting items.
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 payment.
Unaudited
H1 2025 H1 2024
€000 €000
Adjusted EBITDA 63,913 59,365
Capitalised research and development costs (Note 12) (17,861) (17,030)
Share based payments 3,192 822
Adjusted cash EBITDA 49,244 43,157
Adjusted earnings (net profit)
Adjusted earnings are defined as profit after tax from continuing operations
before Adjusting items.
Adjusted earnings reconciliation
Unaudited
H1 2025 H1 2024
€000 €000
10,600 2,516
Profit/(loss) for the year from continuing operations
Amortisation of acquired intangibles 9,302 10,018
Adjusting items affecting Adjusted EBITDA 2,744 7,358
Tax effect (2,401) (2,509)
Adjusted earnings (net profit) 20,245 17,383
Amortisation charges of €9.3 million relate to the amortisation of acquired
intangibles in 2025 (2024: €10.0 million) comprised mainly of the
acquisition of Inelo. The year on year reduction mainly relates to the full
amortisation of Inelo and CVS trademarks.
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.
Adjusted earnings per share measures:
Unaudited
H1 2025 H1 2024
Net profit/(loss) attributable to equity holders (€000) 10,537 2,425
Adjusting items affecting Adjusted EBITDA 2,744 7,358
Amortisation of acquired intangibles 9,299 10,005
Tax impact of above adjustments (2,401) (2,506)
Adjusted net profit attributable to equity holders (€000) 20,179 17,281
Basic weighted average number of shares 690,509,787 689,705,468
Adjusted basic earnings per share (cents/share) 2.92 2.51
Effects of dilution from share options 3,819,814 2,807,668
Diluted weighted average number of shares 694,329,601 692,513,136
Adjusted diluted earnings per share (cents/share) 2.91 2.50
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.
Adjusted effective tax rate is as follows:
Unaudited
H1 2025 H1 2024
€000 €000
Accounting profit/(loss) before tax 15,724 4,249
Adjusting items affecting Adjusted EBITDA 2,744 7,358
Amortisation of acquired intangibles 9,302 10,018
Adjusted profit before tax (A) 27,770 21,625
Accounting tax expense 5,124 1,733
Tax effect of above adjustments 2,401 2,509
Adjusted tax expense (B) 7,525 4,241
Adjusted earnings (A-B) 20,245 17,384
Adjusted effective tax rate (B/A) 27.10% 19.61%
The increase of Adjusted effective tax rate is primarily driven by higher
statutory profitability and lower Adjusting items affecting profit before tax.
Net debt/cash
Net debt/cash represents cash and cash equivalents less interest-bearing loans
and borrowings.
Transformational capital expenditure
Transformational capital expenditure represents investments intended to create
a new product or service, or significantly enhance an existing one, to
increase the Group's revenue potential and includes system and process
improvements to enhance services provided to customers.
3. REVENUE
Net revenue - geographical location
The geographical analysis is derived from the base location of responsible
sales teams, rather than reflecting the geographical location of the actual
transaction.
Unaudited
H1 2025 H1 2024
€000 €000
Czech Republic 21,837 19,812
Poland 43,825 39,400
Central Cluster (excluding CZ and PL) 19,481 15,148
Portugal 7,346 6,195
Western Cluster (excluding PT) 6,936 5,863
Romania 21,978 17,980
Southern Cluster (excluding RO) 37,813 32,501
Other 2,971 4,132
Total 162,186 141,031
Segment revenue from contracts with customers - geographical location
Unaudited
H1 2025 H1 2024
€000 €000
Czech Republic ("CZ") 197,494 282,361
Poland ("PL") 232,717 202,223
Central Cluster (excluding CZ and PL) 170,295 138,472
Portugal ("PT") 57,882 92,842
Western Cluster (excluding PT) 45,887 64,283
Romania ("RO") 184,043 136,056
Southern Cluster (excluding RO) 269,841 228,182
Other 4,024 5,286
Total 1,162,183 1,149,705
4. FINANCIAL PERFORMANCE BY SEGMENT
Six months ended 30 June 2025 (unaudited) Payment solutions Mobility solutions Central Total
€000 €000 €000 €000
Segment revenue 1,097,896 64,287 - 1,162,183
Net revenue 97,899 64,287 - 162,186
Operating profit/loss 82,489 43,301 (100,067) 25,723
Net finance cost - - (9,999) (9,999)
Profit/(loss) before tax 82,489 43,301 (110,066) 15,724
Six months ended 30 June 2024 (unaudited) Payment solutions Mobility solutions Central Total
€000 €000 €000 €000
Segment revenue 1,088,449 61,256 - 1,149,705
Net revenue 79,775 61,256 - 141,031
Operating profit/loss 65,140 41,984 (87,785) 19,339
Net finance cost - - (15,090) (15,090)
Profit/(loss) before tax 65,140 41,984 (102,875) 4,249
5. OTHER OPERATING INCOME
Other operating income for the respective periods was as follows:
Unaudited
H1 2025 H1 2024
€000 €000
Other income 986 3,117
Total 986 3,117
In 2024, the balance primarily relates to a legal settlement of a dispute
following an acquisition (€3.0 million).
6. FINANCE INCOME
Finance income for the respective periods was as follows:
Unaudited
H1 2025 H1 2024
€000 €000
Foreign exchange gain 3,450 1,587
Interest income 362 279
Other - 21
Total 3,812 1,887
Higher foreign exchange gain in H1 2025 is primarily caused by appreciation of
Czech Koruna.
7. FINANCE COSTS
Finance costs for the respective periods were as follows:
Unaudited
H1 2025 H1 2024
€000 €000
Bank guarantees fee 750 845
Interest expense 10,549 12,982
Factoring fee 2,512 2,668
Other - 199
Total 13,811 16,694
8. INCOME TAX
The taxation charge for the interim period has been calculated based on
estimated effective tax rate for the half year of 32.6% (six months ended 30
June 2024: 40.8%). The rate decreased as a result of higher statutory
profitability while majority of non-deductible costs remained at a similar
level to prior year (interest expense related to acquisition loans and
share-based payments). 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.
Adjusted effective tax rate increased from 19.6% to 27.1%. Further details are
provided in Note 2 of the accompanying condensed interim financial statements.
Based on 2024 CbCR report and preliminary calculations of OECD Pillar 2
impacts, the Group should benefit from De minimis and/or Simplified Effective
Tax Rate safe harbours in most countries. For the most significant countries
with substantial profitability (Czech Republic, Poland, Slovenia, Slovakia and
Spain), the simplified effective tax rate exceeded the required threshold of
15%. Additional taxation is anticipated only in Bulgaria due to its low
statutory tax rate (10%); however, the impact on the Group is expected to be
immaterial. Management will further monitor the OECD Pillar 2 tax position of
the Group and implement all necessary steps for proper reporting in individual
countries. The Group applies the exemption to recognising and disclosing
information about deferred tax assets and liabilities related to Pillar Two
income taxes, as provided in the amendments to IAS 12 issued in May 2023.
9. 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:
Unaudited
H1 2025 H1 2024
Net profit/(loss) attributable to equity holders (€000) 10,536 2,425
Basic weighted average number of shares 690,509,787 689,705,468
Effects of dilution from share options 3,819,814 2,807,668
Total number of shares used in computing dilutive earnings per share 694,329,601 692,513,136
Basic earnings/(loss) per share (cents/share) 1.53 0.35
Diluted earnings/(loss) per share (cents/share) 1.52 0.35
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.
10. 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 30 June 2025
(unaudited):
Date of valuation Fair value measurement using Total
€000
Note Quoted prices in active markets (Level 1) Significant observable inputs Significant unobservable inputs
(Level 2)
(Level 3)
€000
€000 €000
Assets measured at fair value
Derivative financial assets
Foreign currency forwards 30 June 2025 - 816 - 816
Liabilities measured at fair value
Derivative financial liabilities
Put options 30 June 2025 - - 29 29
Interest rate swaps 30 June 2025 - 2,599 - 2,599
There have been no transfers between Level 1, Level 2 and Level 3 during the
six months ended 30 June 2025.
Fair value measurement hierarchy for assets and liabilities as at 31 December
2024:
Date of valuation Fair value measurement using Total
€000
Note Quoted prices in active markets (Level 1) Significant observable inputs Significant unobservable inputs
(Level 2)
(Level 3)
€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
There have been no transfers between Level 1, Level 2 and Level 3 during the
year ended 31 December 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); 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 approximates 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 the 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 at the
amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale.
11. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES
There were no new acquisitions in 2025.
Inelo contingent consideration
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 €2.0 million and was paid on 1 July 2025. Contingent acquisition
consideration estimate was revised as at 30 June 2024, the charge was
recognised within other operating expenses and considered as an Adjusting item
(M&A-related expenses).
Table below summarises cash outflows and their presentation in consolidated
statement of cash flows.
Unaudited
H1 2025 H1 2024
€000 €000
Deferred cash consideration paid - 5,700
Net outflow of cash - investing activities - 5,700
Cash consideration paid to acquire NCI - 2,741
Net outflow of cash - financing activities - 2,741
12. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
2025 2024
€000 Intangible assets Property, plant and equipment Intangible assets Property, plant and equipment
Cost
Opening balance as at 1 January 741,894 97,156 703,051 90,536
Additions 17,861 6,799 34,973 11,023
Disposals (2,462) (3,755) (2,140) (3,626)
Translation differences 3,579 (128) 6,010 (777)
Closing balance at 30 June (unaudited) / 31 December 760,872 100,072 741,894 97,156
Accumulated amortisation / depreciation
Opening balance as at 1 January (224,387) (41,031) (170,647) (34,776)
Amortisation / depreciation (26,446) (4,996) (50,014) (9,605)
Disposals 2,140 2,818 2,041 2,391
Translation differences (726) (212) (5,767) 959
Closing balance at 30 June (unaudited) / 31 December (249,419) (43,421) (224,387) (41,031)
Net book value
As at 1 January 2025 / 2024 517,507 56,125 532,404 55,760
As at 30 June 2025 (unaudited) / 511,453 56,651 517,507 56,125
31 December 2024
Impairment testing
At 31 December 2024 the Group tested intangible assets with an indefinite
useful life for impairment and no impairment was recognised. As at 30 June
2025, the Group did not identify any indicators of impairment.
The key assumptions used to determine the recoverable amount for the different
CGUs are disclosed and further explained in the annual consolidated financial
statements for the year ended on 31 December 2024.
13. TRADE, OTHER RECEIVABLES AND OTHER NON-CURRENT ASSETS
30 June 2025 (unaudited) 31 December 2024
€000 €000
Current
Trade receivables 340,393 262,514
Receivables from tax authorities 15,050 14,035
Advances granted 10,049 12,584
Unbilled revenue 12,016 7,242
Miscellaneous receivables 1,134 1,596
Tax refund receivables 48,805 61,445
Prepaid expenses and accrued income 5,065 7,124
Contract assets 5,061 4,427
Total Trade and other receivables 437,573 370,967
Non-current
Advances granted 336 261
Prepaid expenses and accrued income 1,592 1,999
Contract assets 5,685 4,217
Other receivables 7 2
Total Other non-current assets 7,620 6,479
14. TRADE, OTHER PAYABLES AND OTHER LIABILITIES
30 June 2025 (unaudited) 31 December 2024
€000 €000
Current
Trade payables 396,244 316,412
Employee related liabilities 19,173 21,524
Advances received 15,150 19,315
Miscellaneous payables 12,266 13,753
Payables to tax authorities 21,270 19,456
Contract liabilities 9,879 9,151
Refund liabilities 3,378 4,696
Deferred acquisition consideration 2,000 2,000
Total Trade and other payables 479,360 406,307
Non-current
Put option redemption liability 5,084 4,657
Contract liabilities 5,762 4,406
Employee related liabilities 244 45
Other liabilities 165 167
Total Other non-current liabilities 11,255 9,275
Present value of deferred acquisition consideration relates to the following
acquisitions:
30 June 2025 (Unaudited) 31 December 2024
€000 €000
Inelo Group 2,000 2,000
Total 2,000 2,000
15. INTEREST-BEARING LOANS AND BORROWINGS
On 31 January 2025, the Group concluded new interest rate swaps to cover its
interest rate risk and to be compliant with the Club Finance facility
agreement.
The Group complied with all financial covenants under the Club Finance
facility as of 30 June 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:
30 June 2025 31
December
Covenant Calculation Target 2024
Interest cover the ratio of adjusted EBITDA to finance charges Min 3.50 4.70 4.24
Net leverage the ratio of total net debt to adjusted EBITDA Max 3.50* 2.00 2.34
Adjusted net leverage the ratio of the adjusted total net debt to adjusted EBITDA Max 6.50 3.40 3.77
*the covenant was limited to 3.75 prior to 1 January 2025
For covenants calculation, APMs are defined differently by the Club Finance
facility:
· adjusted EBITDA represents full year adjusted EBITDA of companies
acquired during the period;
· net debt includes lease liabilities and derivative liabilities,
and
· adjusted total net debt includes face amount of guarantees,
bonds, standby or documentary letter of credit or any other instrument issued
by a bank or financial institution in respect of any liability of the Group.
16. FINANCIAL RISK MANAGEMENT
The Group is exposed to a variety of financial risks including foreign
currency risk, fair value interest rate risk, credit risk and liquidity risk.
The condensed interim financial statements do not include all financial risk
management information and disclosures required in the annual financial
statements; they should be read in conjunction with the Group's annual
financial statements as at 31 December 2024 (Note 30, Financial risk
management). There have been no changes in any risk management policies since
the year end.
17. RELATED PARTY DISCLOSURES
Company
The Company controlling the Group is disclosed in Note 1.
Subsidiaries
As at 30 June 2025, there were the following changes in the Group's
subsidiaries:
Name Principal activities Country of incorporation Registered address
Effective economic interest
2025 2024
Marcos Bis Sp. z o.o. (merged with Inelo Polska in 2025) Mobility solutions Poland ul. Powstańców 19, 40 - 039 Katowice, Poland - 100.00%
Key management personnel compensation
Unaudited
H1 2025 H1 2024
€000 €000
Key management* Key management*
Wages and salaries 3,934 3,168
Social security and health insurance 588 529
Option plans 2.509 3,383
Total employee expense 7,031 7,080
Key management personnel compensation is disclosed in the table below.
*Includes the members of the Board and Executive Committee of W.A.G payment
solutions PLC.
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 accounts approval, appointment of auditors). Mr Vohánka does not control either the Board of Directors or its sub-committees.
Paid dividends
Paid dividends are disclosed in the Consolidated Statement of Changes in
Shareholders' Equity and subsequent events (Note 18).
Transactions with other related parties
Unaudited
H1 2025 H1 2024
€000 €000
Sale of fixed assets (vehicles) to key management personnel - 37
Sale of various goods and services to entities controlled by key management 1 -
personnel
Purchases of various goods and services from entities controlled by key 954 538
management personnel*
Purchases of various goods and services from associates 40 12
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, consultancy.
30 June 2025 (unaudited) 31 December 2024
€000 €000
Trade payables to entities controlled by key management personnel 3 1
18. SUBSEQUENT EVENTS
Pay-out of contingent consideration
On 1 July 2025, the Group paid contingent acquisition consideration of €2.0
million related to the acquisition of Inelo Group.
Paid dividends
On 3 July 2025, the Group paid out to its shareholders extraordinary dividend
in the amount of €24.3 million.
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