Transforming
our customers’
operations
through one
digital journey
Annual Report and Accounts 2025
20061995
Acquisitions
W.A.G Group
was established
as a petroleum
product trader.
2000
Launch of
Eurowag
payment services.
Introduction of an
electronic solution
for toll payment.
2017 2018 2018 2019 2022
1
2019 2021 2022 20232014
2007
International
expansion of
Eurowagʼs fuel
acceptance
network in Europe.
2013
Opening of
Eurowag truck
parks in Poland,
followed by truck
parks in Hungary.
2020
Obtained
electronic money
institution licence.
2021
Introduced energy
payments via
mobile app.
2018
Obtained
Payment Institution
Licence regulated
by Czech
National Bank.
2008
Opened first
office in Slovakia,
followed by
offices in Poland,
Hungary,
and Romania.
2016
Launched
open-loop CRT
card and fleet
management.
2021
W.A.G payment
solutions plc listed
on the London
Stock Exchange.
2024
Launched
Eurowag Office at
IAA Transportation
in Hanover.
2019
Introduced
eMobility and
alternative fuels.
2017
Obtained the
licence of European
Electronic Toll
Service provider
("EETS").
2025
EW Office rollout,
first customers
migrated onto the
platform and
special dividend
paid to shareholders.
2020
Introduced EVA
integrated
on-board unit.
1. In 2022, Eurowag acquired the remaining stake in Sygic.
Contents
Strategic report
2 Chair’s statement
3 Eurowag at a glance
4 Chief Executive Officer's review
6 Our operations
7 Investment case
8 Strategic key performance indicators
and financial highlights
10 Driving progress
12 Commercial road transport industry
challenges
13 Eurowag's opportunity
14 Our integrated platform
15 Customer case studies
16 Business model
18 Section 172
22 Our people
26 Chief Financial Officer's review
32 Risk management
40 Viability statement and going concern
43 Sustainability
58 TCFD
68 Non-financial and sustainability
information statement
Financial statements
118 Independent auditors’ report to the
members of W.A.G payment solutions plc
124 Consolidated income statement
125 Consolidated statement of
comprehensive income
126 Consolidated statement of financial position
127 Consolidated statement of changes
in equity
128 Consolidated statement of cash flows
129 Notes to the consolidated financial
statements
180 Company statement of financial position
181 Company statement of changes in equity
182 Notes to the Company financial statements
Other Information
187 Glossary
187 Company information
188 Notes
Corporate governance
70 Chair’s introduction to governance
72 Board of Directors
74 Corporate governance report
82 Nomination and Governance
Committee report
85 Audit and Risk Committee report
93 Remuneration report
113 Directors’ report
Innovating to address
challenges in the market
Throughout 2025, we advanced our
product and service portfolio with
innovative solutions designed to create
value for our customers, improve
efficiency, and strengthen our position
as a leader in the CRT industry.
Y
Read more on page 10
Customers at the heart
of everything we do
Our customers shape every decision
we make. By listening to their needs,
we design digital solutions that simplify
operations, boost efficiency, and create
real value. Their success drives our
innovation and defines our purpose.
Y
Read more on page 15
1
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Steve Dryden
Chair
Continued delivery for our stakeholders
Chair’s statement
Eurowag delivered
another year of strong
revenue and earnings
growth, with significant
cash generation.”
Dear fellow
shareholders,
Having taken on the role of Chair following the
2025 Annual General Meeting, I am pleased to
present my first annual statement on the
Company’s progress.
Against a continuing volatile international
background there was increasing evidence
of a recovery in the Commercial Road Transport
("CRT") industry, although with the current
crisis in the Middle East this remains fragile.
The Company has dealt with similar situations
in the past and is confident in its management
of supply chain disruption. Overall demand
and pricing were showing positive signs,
with new truck sales remaining sluggish.
In this environment, the cumulative years of
investment in Eurowag Office and our ongoing
disciplined execution of our strategy are delivering
encouraging results. Eurowag Office is now
live, offering an end-to-end digital platform for
the CRT industry, giving a seamless experience
supporting our customers with our services
to help make them more successful in the
competitive environment they operate in.
Customer migration began in 2025, and has
been met with a strong and positive response.
We delivered another year of strong and resilient
financial results in 2025, with net revenue growing
organically by 13% with a robust Adjusted EBITDA
margin of 40% and leverage reducing to 1.9x
– all demonstrating the growing, highly profitable
and cash-generative nature of the business.
The Company paid a special dividend in
July 2025 - totalling €24.3 million based on
the cash generation outperformance of 2024
and our continued confidence in the significant
cash-generative nature of our business model.
Environmental, social
and governance (“ESG”)
commitments
Our Board remains committed to Eurowag’s
purpose of helping the CRT industry become
cleaner, fairer and more efficient. During
2025 we refreshed our sustainability strategy,
sharpening our focus around three pillars:
transforming transport sustainably, investing
in our people and communities, and operating
with integrity. We made solid progress throughout
the year, expanding access to alternative fuels,
launching the first CRT-focused eMobility
Service Provider, advancing our integrated
digital ecosystem to support customer efficiency,
strengthening employee inclusion and diversity
initiatives - achieving our target of 40% women
in leadership - and embedding robust compliance,
data protection and responsible procurement
practices across the Group. These efforts were
underpinned by updated ESG governance and
policies, ensuring sustainability is increasingly
integrated into our decision making and operating
model. I encourage shareholders to read more
in our Engaging with stakeholders section on
page 18, the Sustainability section which includes
our TCFD disclosures on page 43, and our
separate Sustainability report available on
our website.
Board changes
During 2025 we saw changes to the
Board as noted in the Nomination and
Governance report.
I would like to personally thank Sharon, Paul
and Sophie for their support and significant
contributions to the Company and, on behalf
of the Board, I thank them for their dedication
and professionalism. Linda Myers joined the
Board in February 2026 and has taken on the
role of Chair of the Remuneration Committee.
Eurowag team
2025 was a year of significant change and
transformation and we could not have done
it without the efforts of our dedicated teams.
The Board is grateful to them for all they have
achieved. 2026 will be a year of transition with
Eurowag Office set to be the market leader in
supporting the CRT industry.
Steve Dryden
Chair
25 March 2026
2
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
The CRT industry’s digital future
Eurowag at a glance
Mission-critical services integrated into one platform
Back office
services
VAT and excise duty
refund Net Invoicing
Energy services
Fuel cards, Eurowag truck
parks and acceptance network.
Decarbonisation as a Service
Fleet
Management
Solutions
Navigation
Transport Management and
Work Time Management
Road services
i.e. parking and washing
Toll services
EETS and national
toll provider
Financial
services and
insurance
i.e. eWallet, Balance
management and
Anti-Fraud System
The first digital platform solving end-to-end
mission-critical services for the CRT industry.
At a glance:
At Eurowag, we built the first end-to-end digital platform designed to
tackle the key pain points of SME customers in the CRT industry, acting
as a strategic partner to make this industry clean, fair and efficient.
Our fully integrated ecosystem simplifies complex workflows our
customers manage daily, helping them with strong administrative
burdens, multiple disconnected and analogue systems, as well as
cash flow pressures, and increasing regulatory compliance.
By consolidating critical processes into a single platform, we enable
customers to reduce daily administrative tasks by 50%, lower operating
costs by 10%, avoid compliance fines, and unlock significant value
per truck, driving efficiency, profitability, and sustainability across
their operations.
Eurowag Office has become the industry’s operating system, powered
by proprietary data, integrated infrastructure, and regulatory expertise.
By combining this unique ecosystem with advanced AI capabilities, we
transform real operational data into automation, smarter insights and
cost efficiencies, strengthening our position as a long-term digital
partner in a rapidly evolving, technology-driven market.
Who we are
Scan the QR code to learn more about Eurowag
3
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Chief Executive Officer’s review
Building the future of the CRT industry
Martin Vohánka
Chief Executive Officer
Eurowag Office is live and
scaling, with the majority
of our core products and
services already available."
Dear stakeholders,
This year marks a significant milestone for
Eurowag as we celebrate 30 years of supporting
the Commercial Road Transport (“CRT”) industry.
It also represents a defining moment in our
evolution, as we transition into a new phase
of growth increasingly driven by digitalisation,
data, and platform scalability.
After several years of disciplined investment
and focused execution, we have launched
our most ambitious project to date: Eurowag
Office, the first truly end-to-end digital platform
designed specifically for the CRT industry.
What began as a vision to simplify a fragmented
and complex ecosystem is now a live, scalable
reality, already transforming how our customers
manage their businesses.
Customer migration is progressing well.
By the end of March 2026, 35% of our customers
are actively using the Eurowag Office, and we
remain on track for the majority to be onboarded
by year-end. Importantly, this transition is not
only advancing at pace, but is also being positively
received. Our Net Promoter Score ("NPS")
increased from 40 in 2024 to 43.8 in 2025,
reflecting the tangible value, simplicity, and
improved customer experience delivered by
the platform.
Eurowag Office directly addresses the structural
challenges of the CRT industry, a €10 billion
market opportunity characterised by high
fragmentation, with around 90% of operators
being SMEs. These businesses operate in a
demanding environment of tight margins, regulatory
complexity, and limited administrative capacity,
where even small inefficiencies can materially
impact profitability. By integrating solutions to
the pain points of our customers into a single
ecosystem, Eurowag Office reduces administrative
workload by up to 50%, lowers operating costs
by up to 10%, improves working capital and
cash flow visibility, and supports better
decision-making.
The strength of Eurowag Office lies not
only in its services, but in its underlying
architecture and data foundation. Built as
a scalable, cloud-based and increasingly
AI-enabled platform, it supports continuous
expansion of value as adoption grows. This
is underpinned by three elements: our deep
industry expertise, allowing us to build intuitive,
mission-critical solutions; a modular technology
platform with open Application Programming
Interfaces ("APIs") that support innovation,
integration and secure scaling; and proprietary
data generated from millions of transactions
across more than 20 European markets, enabling
increasingly advanced insights and capabilities.
As adoption grows, so does the strength of
our platform, with richer data driving smarter
insights and faster innovation. The progress
we are seeing reinforces our conviction that
Eurowag is becoming the operating system
for the trucking industry, entering a new phase
defined by deeper customer partnerships,
a scalable digital foundation, and a clear path
toward sustainable, long-term value creation.
Financial highlights
We are pleased to deliver another year of strong
financial performance, marked by resilient
growth, robust profitability, and disciplined
capital allocation, despite a challenging
macroeconomic and geopolitical environment.
During 2025, we increased our customer
base by 6% ending the year with 321,500
active trucks approximately, while increasing
product penetration to 2.8 products per truck.
As Eurowag Office becomes embedded
into our customers daily workflows, we will
increasingly unlock significant cross-sell
opportunities across the platform.
Adjusted net revenue increased 12.9% to
€330.1 million, marked by exceptional 52.3%
year-on-year growth in Toll solutions. Meanwhile,
our digital expansion is reshaping our revenue
mix towards higher subscription revenues,
which represent 24% of total net revenue.
Profitability remained strong, with Adjusted
EBITDA up 8.5% to €132.1 million and margin
of 40.0%. Adjusted cash EBITDA grew 10.5%
to €98.0 million. Solid cash generation allowed
us to pay a special dividend of €24.3 million,
while reducing our leverage to 1.9x from 2.3x.
Overall, we are proud to report robust 2025
results, with double-digit net revenue growth,
strong profitability, and deeper customer
engagement, all supported by financial
discipline and long-term value creation.
4
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Strengthening the foundations
for scalable growth
2025 was an important year for Operations,
focused on strengthening the foundations
required to scale Eurowag as an integrated,
recurring-revenue platform. Operational
capabilities continued to evolve alongside
growing volumes, with strong service reliability,
faster resolution times and further process
streamlining, reflecting increasing efficiency
of the platform model.
These improvements were supported by ongoing
efforts to simplify processes, harmonise systems
and strengthen governance, enabling the
organisation to scale without proportional
cost increases.
Customer Care capabilities also advanced
to support a more integrated platform. The
rollout of 24/7 technical support expanded
availability across markets, while investment
in next-generation case management, knowledge
architecture and AI-enabled workflows laid the
groundwork to optimise cost-to-serve, improve
first-contact resolution and support recurring
revenue growth as Eurowag Office
adoption expands.
Risk management and resilience capabilities
were further enhanced. Cyber security governance
evolved into a unified, threat-based model,
and a comprehensive Business Resilience
framework was established, reinforcing
operational stability, predictability and
long-term platform sustainability.
Looking ahead, Operations will remain
focused on efficiency, scalability and security
to support growth and margin protection.
Integrating data, AI and
operations to drive value
What truly 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, a critical
advantage in a sector defined by regulatory
complexity, cross-border compliance and
tight margins.
After years of investment, integration, and
refinement, we now offer a highly evolved
ecosystem that supports customers to manage
very complex transport processes efficiently.
At the same time, we actively leverage artificial
intelligence to enhance this ecosystem. By
combining our proprietary data with advanced
AI capabilities, we deliver smarter insights,
automate administrative tasks, optimise costs,
and strengthen compliance controls, all while
improving the customer experience.
Because our systems sit at the heart of our
customers’ daily operations and are connected
to real transaction flows, AI becomes a practical
driver of value and operating leverage. This
combination – 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, uniting our priorities under three 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 resilience to
climate-related risks, ensuring regulatory
compliance, and supporting a more sustainable
future for our customers and the industry.
In 2025, we delivered tangible progress.
Alternative fuel volumes doubled year-on-year,
and we further developed our end-to-end
eMobility offering, launching a closed-loop
charging card for electric trucks and vans,
now live in Eurowag Office. On-site renewable
energy expanded to 13 locations with photovoltaic
panels, and we laid the foundations for a circular
OBU life cycle, taking back used devices from
customers for refurbishment and achieving a
94% refurbished and returned ratio in year one.
We also invested 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. Inclusion and diversity
efforts achieved 40% women in leadership,
while health and safety remain central: 88%
of drivers reported Eurowag supports safety
at facilities, and 84% recognised our positive
contribution to safety while driving.
Looking ahead, we will continue building
on this progress, embedding sustainability,
inclusion, and safety at the heart of our
long-term growth.
Looking ahead
With our digital platform Eurowag Office
now live, we are entering the next phase of
our journey: migration and scalability. In 2026,
our priority is clear – to successfully transition
the majority of our customers to the platform,
ensuring a smooth, high-quality experience
while continuously refining the product based
on customer feedback.
As adoption increases, we are well positioned
to expand cross-sell and upsell opportunities,
further increase our customers base, and drive
scalable, profitable growth. Our competitive
moat, built on proprietary data, embedded
infrastructure and AI-enabled capabilities,
will continue to strengthen as the platform
becomes more deeply integrated into our
customers’ daily operations, increasing
stickiness and lifetime value. Supported by
a resilient business model and disciplined
execution, we expect to sustain strong growth
and profitability throughout this transition.
I want to express my sincere gratitude to all
our employees for their dedication, hard work,
and resilience over the past year. Your efforts
are central to bringing our vision to life and
delivering meaningful impact for our customers.
Together, we remain committed to improving
the lives of those in the commercial road
transport industry, making the sector cleaner,
fairer, and more efficient.
Martin Vohánka
Chief Executive Officer
25 March 2026
5
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Countries in which we operate
19 commercial offices
25 countries of operation
32
countries offering tax refund
~17,000
fuel stations
1995
founded
~2,000
employees
25
countries of operation
23
countries offering toll
2021
LSE listed
321,500
active trucks
~2,200
alternative fuel stations
13
EETS licensed countries
Our operations
6
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Investment case
Mission driven, resilient growth
and strong cash flow through
innovation and scale
Our purpose
To make the CRT industry clean,
fair and efficient
A
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G
Y
Our roadmap to success
Our Strategic Roadmap defines our long-term vision and the key priorities guiding our
journey toward sustainable growth. It serves as a blueprint for decision-making across
the business.
Avg no. of products per truck
2.8
Net Promoter Score
1
43.8pts
Subscription revenues
24.1%
contribution to total net revenues
Total active trucks
321,500
1. NPS based on a H2 basis.
In a complex and fragmented industry, Eurowagʼs
robust business model provides a significant
opportunity for growth.
Year 2025
Significant market opportunity
~€10 billion addressable market today
Strong competitive position
EW Office as the operating system for the CRT industry
Rule of 50
1
– growing and profitable
12.9% net revenue growth
40.0% Adjusted EBITDA margin
Financial discipline
1.9x leverage ratio
High customer satisfaction and loyalty
43.8 NPS
Proprietary data moat
Years of proprietary data, embedded infrastructure, AI embracing
1. Rule of 50 is calculated as net revenue growth plus the Adjusted EBITDA margin.
7
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Measuring our performance
Strategic key performance indicators and financial highlights
Strategic KPIs
Increased
Decreased
No change
Progress
@
2025: 6.4% growth
@
Last 3 years: 25% growth
@
Reflecting continued expansion of our
customer base
Focus in 2026
@
Multi-channel sales strategy: continue
strengthening our direct sales channel
and enhance our digital and indirect
commercial strategies
Progress
@
2025: from 2.7 to 2.8 products
@
Last 2 years: from 2.5 to 2.8 products
@
Reflecting product penetration
Focus in 2026
@
Successful platform migration in 2026 to
support scalable cross-sell and upsell
opportunities in the coming year
Progress
@
2025: +3.8pts
@
Last 3 years: +3.1 pts
@
Reflecting customer engagement
and satisfaction
Focus in 2026
@
Strengthened our customer experience
through seamless platform migration,
support and continuous improvement
Progress
@
2025: 1.1% growth in subscription revenues
to €79.4 million
@
Last 3 years: 227% growth in subscription
revenues from €24.3 million to €79.4 million
@
Reflecting increasing revenues from our
mobility services
Focus in 2026
@
Continue focusing on recurring and
re-occurring revenues including
subscriptions models
Total number of active trucks
321,500
+6.4%
Group customer NPS
43.8
+3.8pts
Products per truck
1
2.8
+0.1
Percentage of subscription revenue
24.1%
-2.7%
Attract
be in every truck
Monetise
grow core services
Engage
drive customer centricity
Retain
expand platform capability
256,778
274,715
302,076
321,500
2.5
2.7
2.8
41
39.0
40.0
43.8
12.7%
24.8%
26.8%
24.1%
2025 20252025 2025
2024 20242024 2024
2023 20232023
2022
2023
2022 2022
Notes:
1. Avg. number of products per
truck not tracked by the group
prior to FY 2023.
Key
8
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Financial highlights
Net revenue
1
€330.1m
+12.9%
Basic earnings per share (cents/share)
0.30
-23.1%
Adjusted basic earnings
per share (cents/share)
6
4.83
+3.9%
Adjusted cash EBITDA
3,4
€98.0m
+10.5% Margin
Adjusted EBITDA
2
€132.1m
+8.5% Margin
Profit/(loss) before tax
5
€19.0m
+62.4%
Sustainability targets
50% reduction
7
of carbon emissions from
own operations by 2030, from 2023
2,905
tCO
2
e
Female representation in “all
people leaders” group
40%
+3pp
20% reduction
8
of customers’ carbon
emissions intensity by 2035, from baseline
78.9
gCO
2
e/tkm
Alternatively fuelled trucks
using Eurowag solutions
9
2,591
Notes:
1. Net revenue is defined as revenue less costs of goods sold.
2. Adjusted EBITDA is defined as EBITDA before Adjusting items.
3. Adjusted cash EBITDA is Adjusted EBITDA less capitalised research
and development costs plus share-based payments.
4. Adjusted cash EBITDA margin in FY 2024 excludes the commercial settlement of
€2.2 million. Including the commercial settlement, Adjusted cash EBITDA margin
in FY 2024 was 30.3%.
5. In 2023, the Group recognised a non-cash goodwill impairment
of €56.7 million related to the Inelo acquisition.
6. 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.
7. Baseline year: 2023
8. Baseline: July 2023 - June 2024
9. On an expanded scope basis, we reached 2,591 alternatively fuelled active
trucks in 2025, reflecting both KPI scope expansion and continued customer
adoption. Please refer to the Sustainability section for a full explanation.
€153.1m
€190.9m
€256.5m
€292.5m
€330.1m
€17.7m
€28.0m
€(39.3)m
€11.7m
€19.0m
€69.7m
€81.6m
€108.7m
€121.7m
€132.1m
4,353
3,632
2,905
80.3
79.5
78.9
€41.5m
€47.2m
€72.0m
€88.7m
€98.0m
28%
31%
35%
37%
40%
5.8
5.8
6.5
4.7
4.8
1.5
2.4
(6.6)
0.4
0.3
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
2025
2024
July 2023 baseline –June 2024
2025
2024
2023 baseline
2025
2024
2023
2022
2021
2025
2024
2023
2022
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
40.0%
41.6%
42.4%
42.8%
45.5%
29.7%
29.6%
28.1%
24.7%
27.1%
353
780
1,537
2,591
9
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
2025 Eurowag Office product achievements
Driving progress
Throughout 2025, we advanced our product and service portfolio with innovative solutions designed to
create value for our customers, improve efficiency, and strengthen our position as a leader in the CRT sector.
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 and Estonia during the year. 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 EUʼs
decarbonisation transition. Our mobile
acceptance points increased to ~2,600
stations, enhancing flexibility
and
accessibility for customers on the move.
Toll
We continued to strengthen our fully
interoperable EETS Toll Solution. During
the year, we added Switzerland and
Bulgaria as newly licensed countries,
bringing the total number of EETS
licensed countries to 13 and expanding
overall Toll Solution coverage to 23
countries. This enables customers to
streamline operations through fewer
onboard units and simplified
cross-border toll management.
Mobility solutions
In 2025, we advanced our Fleet
Management Solutions ("FMS") in
Eurowag Office with enhancements
designed to improve efficiency,
compliance, and customer value.
@
Our Route Planner received major
upgrades,
including AI-based cost
calculations for fuel, tolls, and
operational expenses,
improved User
Experience,
CO₂ and fuel consumption
metrics, and tighter 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 ("WTM")
features allow monitoring of infringements,
reporting, and live-map planning to
ensure driving-time compliance
@
In Financial Services we broadened our
payment network and capabilities across
closed and open-loop systems, including
integration with Visa. We also piloted
FlexiPay, which is an innovative digital
solution that allows customers to have more
control and extend their payment terms
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.
10
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Corporate governance• • Financial statementsStrategic report
Decarbonisation
as a Service
In 2025, we saw strong growth in
alternative fuels, 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 at over
30 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 Slovakiaʼs
first 400 kW e-truck charger, as well as
HVO refuelling, secure parking spaces, a
truck wash and a trucker bistro.
Additionally, we continued to advance our
end-to-end eMobility offering, including
the launch of a new closed-loop charging
card for electric trucks and vans, now
fully integrated into Eurowag Office.
Digital
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
modelʼs 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.
Indirect
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 companyʼs future growth.
Direct
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 Eurowag Office platform model
and unlock further sales efficiencies.
Multi-channel sales
11
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Where industry complexity creates opportunity
Commercial road transport industry challenges
>90%
of operators are small and medium enterprises
1
Fragmentation
Lack
of access to technology
and data insights
Digital lag
~10
systems that customers
have to operate in at the
same time
2
30+
administrative tasks
for every journey
Complexity
1. Source: Eurostat.
2. Source: Internal company data and estimate.
3. Source: Eurostat. Share of vehicle-kilometers driven by empty vehicles.
4. Source: Freight Perspectives, IRU and internal Company data and estimate.
~20%
of trucks drive empty, which contributes to carbon
emissions and decreases operators’ profitability
3
Inefficiency
Limited
access to finance restricts
earnings potential
Constrained
3–5%
margins drive efficiency
and cost-effective solutions
4
Low profitability
Rising European regulations, such as CO₂-based tolls and the EU Mobility Package,
are increasing compliance costs, adding operational complexity, and placing a growing
burden on trucking companies.
Regulation
Tightening CO₂ regulation and growing shipper demand for lower-carbon logistics
are reshaping fleet investment decisions. Operators are transitioning toward electric
vehicles and renewable fuels such as bioLNG and HVO to reduce life cycle emissions,
manage compliance exposure, and remain competitive in a decarbonising commercial
transport market.
Decarbonisation
CRT industry challenges
12
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Eurowag’s opportunity
CRT is essential, large and
structurally important
1. Source: IHS Markit Vehicle Parc, 01/2021. 2. Source: Eurostat. 3. Source: Eurostat/internal Company estimate.
Trucking is an essential pillar of the economy
~9m
trucks in Europe
1
78%
of EU inland freight (tonne-km)
is transported by road
2
~20%
CRT-related jobs in Europe
3
~5%
contribution to European GDP
2
Offering at IPO (2021)
Data-centric
management
systems
Financing
services
Total addressable market today: €10bn
€6.5bn +€1.8bn +€1.7bn
Total addressable market today...
€10bn
with current service offers
... Future market
€25bn
with expanded service offers
Energy
Toll
Tax
Payment services
Fleet Management
Solutions
Transport
Management System
Work Time
Management
Financial services
Major regional transport routes in Europe:
13
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Our integrated platform
An industry-first digital platform
that provides end-to-end services for
transport companies, enabling them to
optimise business operations in one place.
At the centre of our strategy is Eurowag Office, a unified digital
platform designed specifically around the pain-points of fleet
operators. The platform integrates a broad set of services into
one ecosystem, including financial services, fuel and toll
payments, fleet management, navigation, compliance and
working capital solutions. Instead of managing multiple suppliers
and systems, fleet operators can run their entire business through
a single platform.
Quantifiable value for customers
Eurowag Office unlocks significant value per truck
Drivers stay safer, better
supported, and far less
burdened by paperwork.
@
Truck-specific navigation
@
Communication with dispatcher
@
Tailored routing based on truck
weight/height restrictions
@
Optimal fuel or charging stops
@
Parking and rest-area guidance
Driver
Owners have complete
operational and financial
view across the fleet.
@
Lower back-office costs
@
Better decision making
@
Improved productivity
@
Enhanced competitiveness
@
Supports regulatory compliance
Fleet owner
Improved fleet utilisation,
route planning and
operational efficiencies.
@
Manage entire fleets in real time
@
Optimise routes dynamically
@
Track and control fuel usage
@
Reduce manual workload
and errors
Dispatcher
Up to 10% reduction in cost base annually
Improved working capital and cash flow
0.5 tCO
2
e avoided customer emissions per active truck
per year
Up to 50% reduction in daily administrative tasks
14
EUROWAG Annual Report and Accounts 2025
Corporate governance• • Financial statementsStrategic report
Our commitment to delivering an outstanding user
experience is reflected in the strong performance of
our mobile apps ratings.
4.5
+11% YoY
Eurowag Navigation
app rating
4.7
+2.8% YoY
Eurowag Office
app rating
Feedback is key to our success
Our customers continue to push boundaries, operating under demanding conditions while embracing
innovation to deliver services more efficiently and sustainably. At Eurowag, we are committed to
supporting their journey. Our integrated solutions empower transport companies to overcome these
challenges, modernise their operations, and remain competitive in a rapidly evolving landscape.
We innovate by understanding
our customers’ needs
Customer case studies
" Along all our processes, but especially in our
decarbonisation endeavour, we see Eurowag as a
strategic partner in overcoming any difficulty. Our
collaboration includes support with carbon footprint
monitoring, route optimisation and to enhance fleet
visibility and operational efficiency. These systems
allow for precise fuel consumption tracking, driver
behaviour monitoring, and automated ESG
reporting. Thanks to these tools, our company has
reduced idle time, lowered fuel costs, and improved
the overall sustainability of its operations. Driver
performance is continuously evaluated using
telematics data, with monthly bonuses awarded
for safe and efficient driving."
" The partnership with Eurowag came when we
needed to streamline several parallel processes.
Moving to digital systems brought major
simplification and saved time for both dispatchers
and company leadership. With the EVA unit,
we handle tolls across 13 European countries
through a single device, which really streamlines
the paperwork."
"This "everything under one roof" approach
simplifies administration and significantly
improves operational efficiency. The greatest
advantage for us has been the quality of data
delivery. We receive accurate, real-time information,
and we can view fuel prices and vehicle positions
on a single interface. This is an enormous help in
decision making."
Usage of Eurowag products by type:
Company name:
Altec Logistics S.R.L
Country:
Romania
Usage of Eurowag products by type:
Company name:
DIPLO Transport & Logistics, a. s
Country:
Czechia
Usage of Eurowag products by type:
Company name:
Domino Trans, Ltd.
Country:
Hungary
Market report
Scan or click the QR code to read
our 2025 Market report
ʼTransforming transportationʼ
Telematics and fleet monitoring
Toll
Digital platforms for analysis
and reporting
EVA
Fuel cards
Carbon footprint assistance
GPS monitoring
VAT refund
Navigation
15
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
How we generate
revenue
Eurowag generates revenue through re-occurring toll
revenue, transactional fuel revenue, recurring subscription
revenue and other fee-based mobility services.
Today, with an integrated digital platform we are growing our recurring and re-occurring
based revenue streams. In FY 2025, 24% of our net revenue is subscription driven,
23% is re-occurring toll revenue, 38% is transactional fuel revenue and 15% is other
fee based Mobility. Our ambition is to exceed 60% in subscription revenue in the
coming years.
Business model
Transaction-based revenue streams
Energy payments
Number of transactions x average unit
per transaction x fee per unit
Toll payments
Processed volume x% take rate
Re-occurring transactions
Payment solutions
24%
mobility subscription
15%
mobility
38%
energy
23%
toll
Net revenue contribution
Mobility solutions
Recurring subscription and other fee-based revenue streams
Transport
management
Subscription based
Fleet management
Subscription based
Work time
management
Subscription based
Tax refund
Processed volume x% take rate
Smart routing
Subscription based and
lifetime licence fees
Other adjacent
services
Various
FY 2025
16
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Strategic report Corporate governance• • Financial statements
What makes us unique Value created for stakeholders
Strong track-record
and presence
@
30 years of experience building trustable
relationships with stakeholders
@
Pan-European presence with operations
in 25 countries
@
Continuous expansion of our
energy network:
@
Fuel network: ~17,000 acceptance
points, which include ~2,200
alternative fuel stations
@
Toll network: 13 EETS licensed
countries and overall Toll solutions
covering 23 countries
Strong competitive position
@
Unique Integrated Digital Platform
@
Addressing our customers pain points
and complex workflows with integrated,
user friendly solutions
@
Growing NPS and customer
satisfaction scores
@
Significant cross-sell
and upsell opportunities
Strong data moat and
AI-embracing
@
Data centric, insight-driven
product platform
@
Unparalleled access to data,
years of proprietary data
@
Deeply embedded
mission-critical infrastructure
@
Embracing AI: AI-powered efficiencies
and client solutions
Growing and profitable business
@
Resilient growing business
@
Rule of 50: low double-digit net revenue
growth + ~40% Adjusted EBITDA margins
@
Balanced capital allocation: organic
growth, de-leveraging, strategic bolt-on
opportunities and shareholder returns
Large market opportunity
and strong partners
@
€10 billion addressable market today
@
Expanding our commercial outreach
through new digital and indirect
sales channels
@
Strong partnerships with OEMs
Sustainability
@
Building the infrastructure for
the industry’s greener future
@
Supporting our customers in
their decarbonisation journey
@
Expanding access to alternative fuels
@
First CRT-focused eMobility
Service Provider
Y
Read more about Eurowag’s interactions with stakeholders on page 18
Customers
By simplifying their complex workflows we help our customers operate
in a more efficient, cost-effective and sustainable way.
Suppliers
We foster transparent long-term partnerships that drive mutual growth
and support efficient, scalable operations across Europe.
Employees
We provide a supportive, inclusive workplace that enables personal
growth and rewards performance.
Investors
We create value for our investors by driving profitable growth in a
disciplined and sustainable way, supported by strong governance
and financial transparency.
Society and the environment
We enable a more efficient and sustainable transport ecosystem, while
operating responsibly and contributing to long-term decarbonisation.
Policy makers and regulators
We operate transparently, complying with regulatory requirements, and
constructively supporting the development of efficient and compliant
transport systems.
17
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Section 172
Engaging with
our stakeholders
In accordance with the factors listed in
Section 172 of the Companies Act 2006,
the Directors provide the following
statement that describes how they
promote the success of the Group for
the benefit of its members, by engaging
with key stakeholders to better inform
their decision making.
Eurowag puts stakeholder considerations and sustainable
business practices at the heart of its purpose: making the
CRT industry clean, fair and efficient. The Board delegates
certain engagement responsibilities to individual Non‑Executive
Directors and to the Senior Leadership Team, who provide
the Board with updates on stakeholder developments and
interests. This helps inform the Board in its decision making,
including the development of business strategy. The Board
recognises that proactive and two‑way dialogue with
stakeholders is critical to the Group’s long-term success.
The content that follows highlights Eurowag’s engagement
with its key stakeholders during 2025.
Relationship description
Our business success depends on
our ability to retain existing and win
new customers.
Responsible person
Chief Commercial Officer
Key topics of interest for
stakeholders and Board’s focus
@
Fuel price fluctuations
@
Cash flow and bankruptcy issues due
to macroeconomic environment
@
Digitalisation and decarbonisation trends
@
Competition
@
Workforce availability, including drivers
@
Regulatory burden and business costs
in home markets and cross‑border
@
Health and safety on the road
How we engaged in 2025
@
Customer insight panels: updated the
research panel with approx. 150 new
contacts. The most relevant insights
are published monthly on Viva Engage,
our internal communication platform
@
Launched Customer Connect: quarterly
video summarising insights into how
customers across our footprint use our
products and services. We realised more
than 25 qualitative online interviews in
Czech, Slovak, Polish, Spanish and
Romanian. Customer Connect will
continue into 2026
@
Customer Satisfaction: we surveyed
our entire client base to measure
Eurowag’s NPS and introduced a
closed feedback loop process where
all detractors from the survey are called
to better understand their root causes
for dissatisfaction. Additionally, we
launched a cross‑functional Customer
Satisfaction Program to address causes
of dissatisfaction, as well as client
issues flagged by customer support
@
Customer Success: created a new team
to deliver an enhanced client experience
during onboarding, and more proactive
and programmatic client value
management post‑sale. In the second
part of 2025, this function has also actively
supported our successful initial migration
program to Eurowag Office.
@
New Product Development: gathered
structured insights on how our customers
interact with our products and services
through User Experience (“UX”) research,
and implementation on real‑time usage
analytics on Eurowag Office.
@
Customer value proposition: we tested
the attractiveness of Eurowag Office
value proposition and subscription
model through qualitative and
quantitative interviews, engaging
hundreds of customers and prospects
in several markets
@
New channels: strengthened Original
Equipment Manufacturers (“OEMs”) and
partner relationships through the indirect
channel and successfully piloted a new
end‑to‑end digital channel
Considerations and outcomes
in 2025
@
Enhanced client and market
insights with a variety of modalities
– client‑panels, UX research, usage
analytics and structured large‑scale
market research
@
Further embedded customer‑centricity
in the organisation through regular
communication of client insights –
Customer Connect and Viva Engage
@
Used the NPS closed feedback loop
qualitative outputs to prioritise main
customer pain‑points to address
@
Enabled stronger cross‑functional
awareness and alignment on client
value creation
Customers
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Strategic report Corporate governance• • Financial statements
Relationship description
Our business success relies on a resilient supply
chain and our supplier relationships.
Responsible person
Senior VP for Energy
Key topics of interest for
stakeholders and Board’s focus
@
Energy (fuels) remaining essential for the CRT
industry customers, who continue to be highly
price‑sensitive
@
The European energy market staying
fragmented and exceptionally competitive
@
Geopolitical tensions ‑ including sanctions,
tariffs, and armed conflicts ‑ creating ongoing
commodity price volatility
@
Government interventions such as taxes, price
caps, and bilateral agreements significantly
influencing customer behaviour
@
New energy infrastructure (production
facilities, terminals, ports) reshaping
supply‑demand dynamics
@
Increasing engagement with the CRT industry
from new entrants from both traditional and
emerging sectors
@
Digital transformation in logistics opening
new opportunities
@
Regulatory pressure intensifying,
with decarbonisation at its core
How we engaged in 2025
@
Maintained frequent and active engagement
with our energy vendors
@
Strengthened strategic collaborations with
key corporate suppliers
@
Contributed to industry direction through
active participation in leading associations, key
industry conferences and professional forums
@
Conducted targeted, on‑the‑ground business
development to identify emerging opportunities
and market hotspots
Considerations and outcomes in 2025
@
Expanded our acceptance network by
onboarding new vendors across both traditional
and alternative fuels
@
Grew Eurowag’s Truck Park network and
enhanced our alternative fuel offering
@
Identified niche opportunities, including
insetting‑related business cases and entered
new geographic markets
@
Addressed and resolved capacity constraints
across selected parts of the network
@
Continued the expansion and development
of our CRT‑focused eMobility offering
@
Ensured full compliance with international
sanctions; some acceptance partners were
temporarily suspended in accordance with
US and UK sanctions on Russia.
Relationship description
The skills, experience and commitment of our
employees are key to the success of the business.
Responsible person
Chief Human Resources Officer
Key topics of interest for
stakeholders and Board’s focus
@
Post‑merger integration
@
Flexible working arrangements
@
Business change
@
Diversity, equity and inclusion (“DEI”)
in the workplace
@
Cultural alignment
@
Two‑way communication
@
Leadership visibility and employee engagement
How we engaged in 2025
@
Ask Martin programme expanded to provide
more frequent opportunities for employees to
connect with the CEO
@
Ask ExCo Q&A sessions during leadership travel
to different locations
@
Group News sessions focused on different
areas of the business
@
Employee mentoring scheme supporting
career development
@
All Hands meetings for each functional area
led by the Senior Leadership Team
@
Individual feedback sessions across functions
and countries
@
Town Halls focused on financial results
@
Women’s Network meet ups promoting
gender diversity
@
Employee‑led corporate social responsibility
(“CSR”) initiatives (read more about our
community impact in the Sustainability
section on page 53)
@
Promoted an inclusive workplace by supporting
employees with disabilities, enhancing our
Prague headquarters to improve accessibility
@
Launch of Viva Engage as our internal
communication platform, creating vibrant
networks across functions, countries and
special interests
Considerations and outcomes in 2025
@
Engagement survey participation remained
exceptionally high, with a positive upward trend
in engagement scores compared to last year
@
Continued focus on cultural change, purpose,
strategy cascade and values
@
Strengthened two‑way communication
through digital platforms and leadership
visibility programmes
@
Diversity, equity and inclusion (“DEI”)
KPI targets measured and tracked
@
Culture Champions Awards recognising
colleagues for living our values
Suppliers
Employees
19
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Section 172 continued
Relationship description
We are committed to maintaining an open, transparent,
and constructive relationship with our investors.
Through regular and consistent engagement, we seek
to provide clear insight into our strategy, performance,
governance, and long‑term priorities. We value
ongoing dialogue with the investment community
and consider investor feedback an important input
in supporting disciplined execution.
Responsible person
VP of Investor Relations and Communications
Key topics of interest for
stakeholders and Board’s focus
@
Progress on EW Office rollout: product
and customer migration
@
Progress on strategic KPIs
@
Financial performance and guidance
@
Cash flow and leverage improvement
@
Management of working capital
@
Capital allocation priorities
@
Commercial strategy: multi‑channel
approach and customer acquisition
@
Development of relationships with OEMs
@
Customers’ feedback
@
Valuation and share price liquidity
How we engaged in 2025
@
Hosted conference calls with Executive
Management following financial results engaging
in live Q&A with investors and analysts
@
Participated in leading bank‑sponsored investor
conferences across the UK and Europe, meeting
with existing and prospective investors
@
Organised non‑deal roadshows in key financial
centres across the UK, Europe, and North
America to broaden investor outreach and
strengthen shareholder relationships
@
Maintained active dialogue with investors
and sell‑side analysts through regular virtual
and in‑person meetings
@
Welcomed investors to our Bratislava headquarters
for an Investor Visit, offering deeper insight into
our strategy and platform capabilities
@
The Chair and Remuneration Chair held
meetings with our shareholders
Considerations and outcomes in 2025
@
Maintained a disciplined Investor Relations
strategy focused on long‑term value creation,
ensuring consistent alignment between
strategic execution and financial performance
@
Enhanced market communications, supporting
a deeper understanding of our business and
long‑term growth drivers
@
Strengthened engagement with existing and
prospective investors, expanding market outreach
@
Reinforced proactive dialogue with the
investment community, enabling constructive
feedback and long‑term shareholder relationships
@
Provided regular summaries of investor feedback
to Executive Management and the Board
Relationship description
We rely on the environment, communities and society
where we operate, and our ambition is to help make
CRT clean, fair and efficient. In fulfilling their Section
172 duties, the Directors consider the long‑term
environmental and societal impacts of their decisions,
the expectations of stakeholders, and the integration
of sustainability into the Group’s strategy.
Responsible person
VP of Sustainability and CSR
Key topics of interest for
stakeholders and Board’s focus
@
Changing stakeholder expectations and
regulatory requirements, including CSRD and
climate‑related disclosures
@
Delivery of the updated sustainability strategy
and its supporting action plan and KPIs
@
Management of climate‑related risks and
opportunities across the business
@
Results of the Double Materiality Assessment
and their impact on risk management and
corporate planning
@
Development and monitoring of sustainability KPIs
@
Human rights, labour standards and responsible
procurement across the supply chain
@
Expectations relating to human rights, labour
standards, ethics, anti‑corruption, data privacy
and responsible use of technology
@
Community engagement, charitable giving and
driver support programmes across Eurowag markets
How we engaged in 2025
@
Engaged internal teams to refresh the
sustainability strategy, including KPIs
@
Coordinated with industry associations and
sustainability partners on decarbonisation
pathways and CRT energy transition topics
@
Developed charity partnerships to deliver
community programmes supporting road safety,
driver health and wellbeing
Considerations and outcomes in 2025
@
Board consideration of material
environmental, social and governance
impacts, risks and opportunities
@
Board review of the sustainability strategy
refresh, cyber risk, health and safety, CRT
decarbonisation and energy risk
@
Continued implementation of the Code of
Conduct, Anti‑Bribery and Anti‑Corruption
policies and whistleblowing channels;
responsible procurement tools; and employee
training covering responsible business conduct,
human rights, anti bribery and corruption, data
privacy and cyber security. (Refer to page 56 for
‘Compliance and ethical business practices’ and
page 57 for ‘Responsible procurement’)
@
Funding of social impact programme supporting
employee philanthropy and volunteering
@
Ongoing delivery of decarbonisation initiatives
across operational Scope 1 and 2 emissions as
well as customer solutions including alternative
fuels and efficiency services
Investors Society and the environment
20
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Policy makers, regulators and government
Relationship description
Engaging with policy makers, regulators and
governments is vital for protecting our reputation
and ensuring we can operate in our chosen
markets. We also use our influence to inform
policy makers about our industry and promote
changes that support our customers and the
markets we serve.
Responsible persons
General Counsel, VP of Legal and Compliance
and VP of CRT Decarbonisation
Key topics of interest for
stakeholders and Board’s focus
@
Implementation and revision of Emission
Trading System (“ETS2”)
@
Legislative proposals for the new Payment
Services Directive and Payment Services
Regulation (“PSD3” and “PSR”)
@
Treatment of fuel cards business model under
fuel distribution legislation in Lithuania, Estonia
and Portugal
@
Introduction of Minimum Turnover Tax
in Romania
@
Revision of European Electronic Toll System
(“EETS”) Directive
@
Change of remuneration of EETS providers
in Germany and Czechia
@
Implementation of VAT Committee’s guidelines
on VAT treatment of fuel cards (European Court
of Justice ruling in the Vega International case)
How we engaged in 2025
@
We interact with policy makers, regulators,
and government entities either directly, through
our membership in various associations, or via
reputable public affairs agencies. We ensure
that all representations on our behalf are
conducted by individuals who are duly
registered in accordance with applicable
transparency regulations
@
We are active members of various international
and local trade associations, and in some
cases, we also participate as part of their
executive bodies
@
AETIS (European) – Association of Electronic
Toll and Interoperable Service
@
ČAPPO (Czech) – Czech Petroleum Association
@
Česmad (Czech) – Association of Road
Transport Operators
@
EFP (European) – EETS Facilitation Platform
– Toll management association
@
FCE (European) – European Fleet Card Providers
@
IRU (global) – International Road Transport
@
IVA (global) – International VAT Association
@
POPhIN (Polish) – Polish fuel and
industry association
@
UPEI (European) – European independent
fuel and energy suppliers
@
Stakeholders with whom we engaged and
the rationale for our engagement include:
@
EU legislative bodies, including
representatives from the European
Commission, Council and Parliament
(lobbying activities)
@
EU‑level representatives from various
member states (lobbying initiatives)
@
Government and ministerial officials at the
local level (compliance and lobbying efforts)
@
Financial Conduct Authority (“FCA”)
(as a publicly listed company on the
London Stock Exchange)
@
Czech National Bank (“CNB”) (as the holder
of an Electronic Money Institution licence)
Considerations and outcomes in 2025
@
Informed policy makers and helped shaping the
legislative environment to support the adoption
of high‑quality regulations
@
Participated in discussions with representatives
from various EU and government bodies to
clarify issues and share perspectives
@
Contributed to position papers on a range of
topics through the trade associations of which
we are members
21
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Building success through our
people and Eurowag’s values
Our people
Key highlights
46%
of our workforce are women
67%
employee engagement score
~2,000
employees
As a winner of a 2024 Culture
Champion award, I’m proud
to be recognised for living our
values every day. These values
aren’t just words — they create
trust, connection, and
collaboration, which drive
Eurowag’s success.”
Claudia Soares
Inside Sales Manager, Portugal
Y
For further insights into DEI, as well as our goals, please refer to the Sustainability section on page 52
22
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Key initiatives
Communication, culture
and values
Our People and Culture Ambassadors Network
continued to thrive in 2025 with a new cohort,
building on its successful first year. Fifteen
colleagues joined our ten Culture Champion
award winners, ensuring representation from
across the organisation. This year’s focus was
on improving our meeting culture, leading to
the creation of the Getting the Most Out of
Our Meetings guide. Packed with practical
tips and a fun quiz, it helps employees discover
their meeting style and receive tailored
recommendations to perform at their best.
In September, the group came together in
our Bratislava office for a workshop to start
shaping ideas for Eurowag’s 30th anniversary
celebrations in 2026. Drawing on employee
feedback, the aim is to design an inclusive
celebration that sparks excitement and pride
across all cultures.
For our ambassadors, the experience offered
unique access to senior leaders, opportunities
to develop new skills, and the chance to build
meaningful connections with colleagues across
Eurowag – reinforcing the power of collaboration
and shared values in driving our success.
The 2024 winners have also helped with
the shortlisting of our 2025 winners, ensuring
a fair and equitable process.
Culture Champions
Our prestigious Culture Champions awards are in celebration of those who truly embody the
spirit of Eurowag and have made a significant impact on our culture. The awards recognise
colleagues and leaders who are true role models, demonstrating living our values in
everything they do.
Each of our Culture Champions is selected for their excellence in a particular area,
which represents one of our values:
Hrista Slavova
Juanjo Blanquera
Excellence Champion – ‘Deliver your best’
Someone who continuously showcases
outstanding performance and accountability
across various areas like customer excellence,
operational excellence, or product development.
Venuše Dargóvá
Csaba Benkovics
Growth Champion – ‘Embrace change’
Colleagues who drive business growth by
consistently seeking ways to innovate,
change and improve, leading digitalisation,
and pushing forward automation initiatives.
Oskar Kowalczyk
Mónika Fülöp
Teamwork Champion – ‘Be a true colleague’
A standout collaborator and contributor who
is reliable, trustworthy and connects people
and teams for greater outcomes.
Jiří Rousek
Edita Soukupová
Community Champion – ‘Be a good person’
Someone who actively participates in internal
and external community activities, promotes
social and environmental responsibility, supports
D&I initiatives, and gives back to the community.
Additionally, Raquel Pinheiro was awarded Leader of the Year. She was a true role model
of great leadership, energising teams, and consistently exemplifying Eurowag leadership
behaviours, as recognised by their team, peers, and management. Plus, Viktória Včelková,
a truly exceptional candidate, received our Founderʼs Award, chosen by our CEO.
Our Culture Champions automatically become part of our People & Culture Ambassador network.
Diversity, equity and inclusion
Our commitment to diversity, equity, and
inclusion (“DEI”) is rooted in the belief that
representation at every level – including
leadership – is essential for creating an
inclusive workplace. Diversity fuels fresh
perspectives, sparks innovation, and drives
sustainable success.
In 2025, we continued to strengthen our approach
by embedding DEI principles into recruitment,
development, and leadership programmes.
Today, 46% of our total workforce, 14% of our
senior managers and 40% of all people leaders
with at least one direct report are women.
We remain focused on maintaining 40%
women in leadership and increasing
representation in senior management roles.
We also prioritise creating an environment
where every voice is heard and valued, ensuring
that collaboration and creativity thrive across
all teams. By embracing different perspectives
and experiences, we not only enhance
decision making but also build a culture
where everyone feels they belong.
Accessible and inclusive
We prohibit discrimination of people with
disabilities and outline guidance for managers
as well as employees who may have a
disability. In 2025 we adapted our Prague
headquarters to improve accessibility for
wheelchair users and partnered with local
employment workshop suppliers whose
workforce is more than 50% with disabilities.
23
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Highlights
5%
increase on employee engagement
survey from previous year
2
Town Hall sessions focused on
financial
results (avg.
participation of 800)
18
All Hands throughout the year spread
across all functions
7
Group-wide events (avg. participation
of 400 colleagues per event)
16
pairs of colleagues joined the women’s
mentoring scheme
459
colleagues nominated for the 2025
Culture Champions Awards
6
DEI events during 2025 (average
participation of 220 colleagues per event)
8
women’s meet up events
35
sessions on engagement survey
manager training and action planning
Culture is built through actions, not
words. It’s the way we collaborate,
support each other, and live our values
that defines who we are — and drives
the success we achieve together.”
Sercan Cicekler
People & Culture Ambassador, Turkey
Our people continued
Diversity, equity and inclusion
continued
Women’s engagement
and community
In 2025, we strengthened our commitment to
supporting women across Eurowag by hosting
successful meet‑up events throughout the
organisation. These gatherings created a safe
space where women could share experiences
openly, feel heard, and connect without judgement.
They provided an opportunity to discuss
challenges, celebrate achievements, and build
confidence in an inclusive environment.
In 2025 we ran women’s meet-up events in
Bratislava, Warsaw, Budapest, Bielsko‑Biala
in Poland, Vittoria and Barcelona in Spain and
Trofa in Portugal.
Alongside local meet‑ups, we continued to run
online events, including a special session for
International Women’s Day, bringing colleagues
together virtually to exchange ideas and inspiration.
These initiatives not only fostered community
but also helped us better understand the
needs of women across different regions,
ensuring their voices shape our inclusive
policies and programmes.
Our events have covered International
Women’s Day, International Day Against
Homophobia & Transphobia, World Day for
Cultural Diversity and Women’s Equality Day.
In 2025 we also started to focus more on
events for our male colleagues, with events
for Men’s Health Week & Father’s Day and
International Men’s Day, including a focus
on men’s heath.
By creating spaces for dialogue and connection,
we empower both male and female colleagues
to thrive and contribute fully to Eurowag’s success
– reinforcing our belief that diversity and inclusion
are essential for innovation and growth.
24
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
By investing in programmes like this, we
demonstrate that career development is not
just encouraged – it’s actively supported.
Applications for the next cohort will open
on International Women’s Day 2026, as we
continue to make mentoring a cornerstone
of growth at Eurowag.
Connecting our people
through Viva Engage
In 2025, we successfully introduced Viva
Engage as our primary internal communication
platform, transforming how we connect and
collaborate across the Eurowag Group. This
initiative replaced traditional email‑based
updates with a dynamic, community‑driven
space that fosters transparency, engagement,
and knowledge sharing.
Key highlights:
@
Group-wide adoption: Viva Engage is now
the default channel for internal communication,
supported by training, onboarding resources,
and moderation guidelines.
@
Thriving communities: Employees actively
participate in functional, country‑specific,
and special‑interest networks, creating
vibrant spaces for collaboration and dialogue.
@
Measurable impact: Engagement metrics
show significant growth, with thousands of
interactions each month and positive feedback
on improved visibility of key messages.
@
Culture and connection: Viva Engage has
become a cornerstone of our communication
strategy, helping us build a stronger sense
of community and align with our long‑term
cultural transformation goals.
Listening and leading:
engagement and
executive visibility
At Eurowag, employee feedback is central
to shaping our culture and driving continuous
improvement. Our annual engagement
survey gives every team member a voice,
helping us understand what matters most and
identify opportunities to enhance the employee
experience. Participation remains exceptionally
high across the Group, reflecting the strong
commitment of our people to shaping the
future of our workplace.
This year, we were pleased to see a positive
upward trend in engagement compared to
last year’s results, confirmed by the mid-year
pulse survey. These improvements highlight
the impact of our ongoing efforts to create
an environment where employees feel valued
and heard.
Executive visibility initiatives
In 2025, we strengthened our commitment
to transparent leadership through
several initiatives:
@
Ask ExCo Q&A sessions: When members of
our Executive Committee travel to different
locations, individually or collectively they
host open forums where employees can ask
questions, share ideas, and engage directly
with leadership
@
Ask Martin programme: Expanded to
provide more frequent opportunities for
employees to connect with our CEO,
fostering dialogue and reinforcing trust
Together, these programmes and our engagement
survey reflect our dedication to openness,
accountability, and collaboration across
the Group.
Inclusive recruitment
We strengthened our commitment to inclusive
hiring by introducing measurable actions.
In 2025, we worked closely with external
recruitment agencies and hiring managers to
ensure gender balance in candidate pipelines,
implementing interview quotas to bring more
women into the process. These efforts build
on our previous initiatives, such as gender‑neutral
job postings and diverse interview panels, and
mark a significant step toward embedding
formal inclusive policies across the organisation.
Additionally, Eurowag once again partnered
with Aj Ty v IT, a Slovak organisation supporting
women in IT, to further enhance our commitment
to gender diversity in tech. Together, we organised
special workshop for high school girls and
supported campaigns encouraging more
young women to pursue studies in technology.
Career development
and mentoring
Following the success of our 2024 pilot,
we ran our internal mentoring programme
for a second year in 2025, reaffirming our
commitment to creating meaningful growth
opportunities for women at Eurowag. This
initiative pairs mentees with more experienced
leaders and specialists ‑ both male and female
– to work on tailored development areas aligned
to personal aspirations and career goals.
The programme is more than a learning
experience; it reflects our Employee Value
Proposition by providing access to knowledge,
guidance, and networks that empower women
to thrive. Feedback continues to highlight its
role in building confidence, enhancing
self‑awareness, and fostering a sense
of belonging and inclusion.
25
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Chief Financial Officer’s review
Double-digit net revenue growth with
strong profitability and reduced leverage
Oskar Zahn
Chief Financial Officer
Eurowag Office live, customer
migration in progress
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 €24.3 million.
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)%
FY 2025 Investor
presentation
Scan or click the QR code to read our
FY 2025 Investor presentation
26
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
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 financial statements.
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 30.
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 27 of the financial statements 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.
Performance review
(€m) Adjusted
Adjusting
items FY 2025 Adjusted
Adjusting
items FY 2024
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 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 3 7.6 12.9%
Payment solutions 200.4 166.9 33.5 20.1%
Mobility solutions 129.7 125.6 4.1 3.3%
27
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Revenue continued
Total revenue increased by 3.2% year-on-year to €2,308.3 million (FY 2024: €2,236.6 million),
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 €4,000.8 million
(FY 2024: €3,751.6 million).
The Group delivered double‑digit net revenue growth of 12.9% year‑on‑year, reaching
€330.1 million, 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
Items FY 2025 Adjusted
Adjusting
Items FY 2024
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
1
198.1 14.8 212.9 170.8 14.8 185.6
Depreciation and
amortisation 47.2 1 7.6 64.8 45.7 19.8 65.5
Total corporate expenses 245.3 32.4 27 7.7 216.5 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 €26.6 million to €277.7 million (FY 2024: €251.1 million).
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 €28.8 million to €245.3 million. Of this increase,
€17.8 million is related to adjusted employee expenses which rose by 19.3% to €110.1 million.
Impairment losses on financial assets, primary arising from customer insolvencies, decreased
to €12.7 million (FY 2024: €13.6 million), 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 €0.6 million year‑on‑year to €16.2 million
(FY 2024: €15.6 million), consistent with the Group’s continued focus on technology development
and cloud transformation. Other operating expenses rose 13.7% to €61.5 million (FY 2024: €54.1 million),
driven by focused marketing initiatives and newly introduced energy taxes. Other operating income
decreased to €2.4 million (FY 2024: €4.8 million), as the prior year benefited from a €3.0 million
legal settlement related to an acquisition.
Adjusted depreciation and amortisation increased by 3.3% year‑on‑year to €47.2 million
(FY 2024: €45.7 million), 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 €32.4 million of costs (FY 2024: €34.6 million) 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.
Chief Financial Officer’s review continued
28
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
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 €8‑10 million is expected to
be incurred in 2026. ERP implementation expenses were €9.3 million (FY 2024: €6.3 million).
We continue to anticipate an additional €8‑10 million 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 €17.6 million in FY 2025 (FY 2024: €19.8 million),
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 €98.0 million, (FY 2025: €88.7 million), with a
margin of 29.7% (FY 2024: 30.3%), with capitalised R&D of €41.4 million (FY 2024: €35.0 million)
and share-based payments of €7.2 million (FY 2024: €2.0 million). Capitalised R&D totalled
€41.4 million (FY 2024: €35.0 million), primarily relating to our integrated platform, of which
€28.3 million was invested in products and the Eurowag Office, and €13.1 million in the
development of our technology and data systems.
Shared-based payments increased to €7.2 million (FY 2024: €2.0 million), 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 €31.2 million (FY 2024: €29.0 million).
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 €16.8 million (FY 2024: €8.8 million). The increase was mainly
driven by a windfall tax of €5.3 million (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.
29
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Cash performance
During the period, the Group reported a net debt inflow of €59.3 million (FY 2024: inflow
of €41.3 million). 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 the financial statements
As at 31 December 2025, the Group’s net debt position was €216.2 million, compared with
€275.5 million 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, totalling €21.8 million (FY 2024: €14.8 million).
Tax paid decreased to €10.3 million (FY 2024: €11.5 million), 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 €17.9 million (FY 2024: €23.7 million), 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 €52.2 million (FY 2024: inflow of €46.0 million).
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
€2.0 million in contingent consideration related to the acquisition of Inelo Group.
A special dividend of €24.3 million (3.0p per share) was paid in July 2025. Further details are
provided in Note 32 of the financial statements.
Capital expenditure
Capital expenditure in 2025 amounted to €56.5 million (FY 2024: €46.0 million), reflecting the
continued investment in product development, maintenance, and the integration of Eurowag
Office. Capitalised R&D totalled €41.4 million (FY 2024: €35.0 million), of which €28.3 million 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 €9.8 million invested in on-board units (“OBUs”),
which are a key driver of revenue growth, and €5.3 million 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 EBITDA Max. 3.50 1.93
Adjusted net
Leverage
the ratio of the adjusted total net debt
3
to
adjusted EBITDA Max. 6.50 3.63
Please refer to Note 27 of the financial statements for the definition of adjusted EBITDA for covenant calculations.
1. Please refer to Note 27 of the accompanying financial statements 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 €216.2 million (FY 2024: €275.5 million) 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.
Chief Financial Officer’s review continued
30
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
The Group manages its working capital needs through the use of uncommitted factoring
facilities, with average financing limits of €147.7 million and average utilisation of 75.9%
(FY 2024: €138.7 million 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: €35.0 million 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,
of 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 pages 32 to 39 of the
2025 Group’s Annual Report.
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 €50 million
@
Adjusted cash EBITDA in the range of €105 million to €115 million
@
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.
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.
31
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Strategic report Corporate governance• • Financial statements
Identifying and
managing our risks
Risk management
Risk identification, assessment and management are central
to our internal control environment and risk management is
recognised as an integral part of ensuring that we make informed
decisions and achieve optimal efficiency in our operations.
Three lines of defence
Audit and Risk Committee
First line of
defence
Second line of
defence
Third line of
defence
Operations
Management
Internal controls
Control functions Internal audit
Risk ownership Risk control Risk assurance
Overview
Risk management is an ongoing process.
As with all businesses, our risks evolve constantly,
along with the environment in which we operate.
To pursue our strategic objectives, we have
established a risk management framework
that enables us to identify, evaluate, address,
monitor and report effectively the risks we face
and helps us achieve a balance between risks
and opportunities.
Risk management framework
Our risk management framework is designed
on the accepted system of three lines of
defence and in accordance with the Financial
Reporting Council’s (“FRC”) guidance on risk
management, internal control, and related
financial and business reporting. Within the
three lines of defence, the first line manages
and “owns” the risk; the second defines a
uniform management framework for each risk
category; and the third provides independent
confirmation of the effectiveness of the risk
management process. The Group’s internal
audit function is partially outsourced to KPMG
concerning the audit’s delivery. The Board
has overall responsibility for managing risks.
This includes identifying and monitoring the
principal risks that might prevent the Group
from achieving its strategic objectives and
determining the extent and severity of risks
we are willing to undertake – our risk appetite.
The Audit and Risk Committee acts on behalf
of the Board and is responsible for supervising
the design of the risk management framework
and its activities. In addition, we have established
a Business Assurance Committee comprised
of members of the second line of defence,
representatives of the business, and selected
members of the Executive Committee. This
Committee is responsible for more hands‑on,
systematic risk management activities, including
reviewing governance, approving risk assessments,
monitoring risk exposure and managing
incidents. It escalates matters of importance
to the Board’s Audit and Risk Committee.
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Principal risks heat map
The heat map below shows the outcome of the processes for the principal risks assessment.
This shows the relative likelihood and impact of the principal risks identified. Risks rated as
high and critical are devoted a significant focus on their further mitigation and monitoring.
1
Product demand decline risk
2 Fuel supplies risk
3 EETS service-level agreement (“SLA”)
compliance risk
4
External parties’ dependency risk
5 Technology security and resilience risk
6 Personnel dependency risk
7 Climate change risk
8 Geopolitical risk
9 Regulatory and licensing risk
10 Clients’ default risk
11 Processes execution risk
12 Liquidity risk
8
Risk appetite
The goal of risk management is to ensure that
the Group is exposed only to certain types and
severity of risk. This is defined as risk appetite.
Risk appetite determines those risks that the
Group is willing to take and how to reduce
and avoid risk in pursuing its strategic and
operational objectives. The Group recognises
the following categories of risk appetite:
Low appetite – we are not willing to be
exposed to the respective risks and thus all
the risks need to be mitigated to the highest
possible extent. This appetite corresponds
to the low risk rating.
Medium appetite – we are willing to be
exposed to some of the risks falling into the
category, to a limited extent. The full mitigation
of these risks needs to be considered in the
cost and business perspectives. This appetite
corresponds to the medium risk rating.
High appetite – we are willing to be
exposed to the respective risks. The risks
are monitored, however, and their mitigation
is done opportunistically. This appetite
corresponds to the high risk rating.
The Board has ultimate responsibility for defining
risk appetite, but the initial proposal comes
from the Executive Committee. The Board
ultimately reviews and approves this risk appetite
and evaluates whether the mitigation measures
assigned to principal risks are adequate. The
Board also reviews whether the internal controls
are adequate and effective. Risk appetite reviews
take place at least annually, taking into account
changes in our business environment, economic
situation, geopolitical situation, internal initiatives
and developments in our exposure to
principal risks.
Emerging risks
The Group continues to monitor and assess
emerging risks (emerging risks are those
which may develop but have a greater
uncertainty attached to them). This is done
through both bottom‑up and top‑down
discussions held across the businesses and
with select subject matter experts with an aim
to identify new principal risks and changes in
the existing ones. The most significant emerging
risk, based on their potential financial and
reputational impacts, is the crisis in the Middle
East. In particular, we keep under review the
impact of this emerging risk on fossil fuel
prices and fuel supplies.
Principal risks
The principal risks are the Group‑wide
key risks that pose the highest threat to our
business and strategic objectives. They are
proposed by the Executive Committee and
selected subject matter experts, with the
Board ultimately responsible for defining and
approving them. The process is as follows:
@
Identify the Group’s key principal risks
@
Identify the current mitigation measures
@
Evaluate the identified risks – estimating
their impacts and probability of happening
@
Determine the current trends in risk
evaluation criteria
@
Identify forward‑looking measures
The Audit and Risk Committee discusses
and reviews the principal risks quarterly.
IMPACT
LIKELIHOOD
CatastrophicInsignificant
Almost
certainRare
4
6
7 9
11
5
3
New risk
12
1
10
2
Evaluation change
Increased
Decreased
At appetite level
Yes
No
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EUROWAG Annual Report and Accounts 2025
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Principal risks register
The list below provides further details on our identified principal risks, the trends of their
exposure and the mitigation measures implemented.
Our operating results are dependent on the
conditions in the European economy and its
cycles. The volume of customer payment
transactions and customer demand for the
products and services provided by the Group
correlate with current and prospective economic
conditions across Europe. Economic downturns
are generally characterised by reduced commercial
activity and trade, resulting in reduced demand
and use of our products and services by customers.
The economy today remains highly volatile,
with ongoing supply chain disruptions intensified
by the crisis in the Middle East. Elevated inflation,
higher nominal interest rates, fluctuating
currencies, the war in Ukraine, the crisis in the
Middle East and declining customer demand
continue to create significant challenges. On top
of that, the situation regarding effects of US
tariffs on EU goods and services represent
additional negative impact, which can further
prolong recession in the German economy,
and in particular the slowdown in the German
automotive industry could have a significant
impact on the CRT industry in the upcoming
time period. Eventual decline in demand would
adversely affect the Group’s current and
prospective business and financial condition.
Risk trend Increasing
@
Stagnation in the German economy, and
in particular the slowdown in the German
automotive industry. Impacts of US tariffs
on EU industries. Ongoing war in Ukraine
and crisis in the Middle East
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
Reducing dependency on a single economy
@
Reducing dependency on non‑EUR currency
@
Diversification of products and services
offering also through implementation
of the subscription‑based revenues and
implementation of the platform business
@
Geographical expansions – EU and
non‑EU countries
@
Strategy positioning flexibility – thanks
to wider portfolio of products, capability
to adjust the offer for customers to meet
their needs
The Group recognises a risk of insufficient
fuel at its energy payments network, payments
reducing across its network and increased
prices of fuel (impact on clients) as a
consequence of imposed sanctions due
to the Russian invasion of Ukraine and the
crisis in the Middle East.
The sixth sanctions package, imposed by
the European Commission, has introduced
prohibitions related to crude oil and petroleum
products, mainly in terms of their purchase,
import and transfer. Due to this package, the
Group is continuously exposed to the risk of
balancing product disruption in Central
Europe. On top of that, additional sanctions
and restrictions were imposed on some of our
acceptance partners in Romania and Bulgaria.
These sanctions will likely have an impact on
the net revenue generated from these regions,
in case the Group won’t be able to find
adequate partnerships replacements.
Additionally, the initiated military operations
of USA and Israel against Iran have already
disrupted shipping through key routes such
as the Strait of Hormuz, which has affected
global oil and LNG supplies and pushed prices
sharply higher. This has already driven up the
oil and gas markets, with European fuel and
wholesale energy costs rising as uncertainty
grows. As Europe relies on imports for much
of its energy, any sustained disruption could
lead to tighter supplies and increased inflation.
These risks can have an adverse impact on
the Group’s financial position, ability to secure
sufficient fuel supplies at own truck parks,
operations and business.
Risk trend Increasing
@
Tense and unpredictable geopolitical situation
– escalation of Russian aggression and Middle
East crisis
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
Centralised procurement team for energy
supplies and logistics
@
Continuous monitoring and reporting on
fuel supplies
@
Diversification of different types of energies
(eMobility, LNG)
@
Fuel procurement, Pricing and Sales working
in crisis mode to ensure sufficient supplies
on the Group’s truck parks and a support to
our customers
@
Fuel procurement strategy is fully compliant
with EU legislations and sanctions: we have
been focusing on local fuel procurement
versus cross‑border deliveries. We are
confident that we can provide high‑quality,
EU‑origin, competitive diesel, LNG and
AdBlue to our customers
1
Product demand decline risk
2
Fuel supplies risk
Risk management continued
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
34
EUROWAG Annual Report and Accounts 2025
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The Group’s business is dependent on several
key strategic relationships with third parties,
the loss of which could adversely affect our
results. Key partners mainly fall into the
following categories – fuel suppliers, acceptance
network, toll chargers and technology service
providers. Failure or termination of relationships
with key external partners could have a negative
financial, business and operational impact.
On top of that, the ongoing crisis in the Middle
East has placed significant stress on securing
sufficient fuel supplies, driven by a sharp spike
in crude oil prices and limitations on crude
transport routes. These disruptions have created
volatility in the market and increased pressure
across the entire supply chain. As a result,
maintaining stable relationships with our fuel
suppliers has become more challenging yet
more important than ever. In this environment,
having a wide and diversified portfolio of
suppliers helps mitigate risk and ensures
continuity of supply. Strong contracts and
effective negotiation skills are therefore
imperative to protect our operational
stability and cost efficiency.
The Group is a licensed EETS provider with
certification in a number of countries/domains
– Germany, Belgium, Hungary, Austria, Poland,
Sweden, Denmark, Czech Republic, Spain,
Portugal, Bulgaria, Switzerland and Slovakia.
Each domain has its own strict SLAs for services.
The strictest SLAs are currently in the Czech
republic, Hungary and Slovakia.
Compliance with the SLAs is monitored and
evaluated on a monthly basis. If the Group is not
able to meet the SLAs, we will be penalised with
contractually agreed financial penalties and, in
the worst case, our EETS domain certification
could be withdrawn. The magnitude of the
number of operational incidents that can result
in non‑compliance with SLAs and subsequent
penalties is decreasing, due to improvements
made on the Group’s operating systems. However,
the risk increases with each new domain.
Risk trend Decreasing
@
Due to the continuous system performance
and resilience improvements
@
Due to secured sufficient and expert 24/7
technical support
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
The Group has ensured 24/7 L1 support
provided by Webeye and 24/7 technical
support provided by an external partner
@
Performance monitoring is in place and
connected to Webeye’s ticketing system.
In case of disruption an incident process
is triggered
@
Automated regular monitoring of adherence
to contractually set SLAs is in place
@
Incidents management process in place
@
Increased performance and capacities
of the EETS systems
@
Continuous creation of recovery procedures
in case of components failure
3
EETS SLA compliance risk
4
Externalparties’dependencyrisk
Risk trend Increasing
@
Tense and unpredictable situation within
the fuel supply chain, caused by the crisis
in the Middle East
@
The current managed risk rating is at the
level of the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
IT vendors management policy – setting
the standards for vendor selection, contract
reviews and signature and vendor monitoring
@
Centralised vendor management
@
Centralised procurement team for energy
supplies and logistics
@
Centralised development and maintenance
for acceptance network
@
Contract management rules and
attestation rules
@
Centralised legal counsel – aids contract
elaboration and reviews
@
Automated orders and invoice management
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
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EUROWAG Annual Report and Accounts 2025
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Risk trend Stable
@
Increasing number and sophistication
of cyber threats. Escalation of threats
from the Russian Federation
@
Significant improvements in cyber security
in 2025 and a dedicated project on further
improvements in 2026
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
The Group protects itself against cyber
attacks through continuous implementation
and improvement of the cyber security
standards, with an endeavour to follow
ISO 27001, NIS2 and DORA legislations
@
The Group has established three lines
of defence with clear responsibilities
regarding cyber security
@
Under COO leadership the Group has
opened a process on elevation of IT resilience
through initiatives targeting improvement of
IT security and business continuity
@
The Group conducts ongoing audits of the
security of its IT systems and its internal
controls. Any findings are logged, remediation
activities are planned, due dates are set and
regular reports are made to the Executive
Committee and the Audit and Risk Committee
The Group’s success depends, in part, on
its Executive Committee members and other
key
personnel, and our ability to secure the
capabilities
to achieve our strategic objectives.
Lack of capability and the loss of key personnel
could adversely affect our business. Moreover,
the current economic environment and competition
in the job market are also representing the
risk of retaining key personnel and acquiring
new talents
.
Risk trend Stable
@
The current managed risk rating is at the
level of the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
Establishing and nurturing a talent pool
to maintain the required skills level within
the Group
@
Annual salary review process in place to
reflect inflation, market salary levels and
performance ratings
@
Long‑term retention plans for the talent pool
@
Elaboration of the succession plans, providing
adequate training for chosen successors
@
Eurowag Group commitment to greater
diversity, equity and inclusion
6
Personnel
dependency risk
7
Climate change risk
Climate change and the transition to a net zero
future represent both a risk and an opportunity
for the Group. Our reputation, resilience, operating
and compliance costs, and diversification of
revenue will all be influenced by our pace of
action, the pace of the energy transition in the
CRT sector, and our stakeholders including
customers, investors and regulators – across
the short, medium and long term. Our business
generates a significant proportion of revenue
from fees for selling energy to the CRT sector,
currently predominantly diesel fuel, so as the
CRT sector moves away from fossil energies,
there is a risk of stranded assets. We are aware
that changes in road transport policy and
regulations, the cost of carbon, carbon taxation,
changes in market demand for alternative fuel
and clean mobility solutions, and pace of adoption
of low‑carbon or carbon neutral fuels/energies
by our customers will all influence the level of
risk and opportunity for the business. We face
transitional risk from the potentially higher
investment needs coming from new policies,
laws and other regulations designed to address
climate change, as well as from changes in
technologies and customer expectations.
Liability risks could then arise from a failure
to mitigate, adapt to, disclose or comply with
changing regulatory expectations. We also
recognise that climate‑related extreme weather
events could pose a physical risk to business
continuity for our physical assets, as well as
the health, safety, and wellbeing of our workforce
and customers. The Group already recognises
the impact of climate changes on delays and
the decrease in transactions linked to seasonal
transport in some regions.
Risk management continued
Principal risks register continued
5
Technology security and resilience risk
The Group’s business relies on technology
and data confidentiality, integrity and availability.
As with other businesses, we are subject to the
risk of external security and privacy breaches,
such as cyber attacks. These attacks are steadily
increasing in both volume and sophistication,
particularly those originating from Russia.
Failure to adequately protect our information
systems, including customer data, could
expose the Company to significant liability
and reputational damage. Additionally, if the
technology we use to operate the business
and interact with customers fails, does not
operate to expectations or is not available,
then this could adversely affect our business
and results.
Yet, the acquired companies do not have IT
security standards at the same level as the
Group; with that the enlarged Group exposes
itself to an increased risk until the gap
is remediated.
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
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Strategic report Corporate governance• • Financial statements
7
Climate change risk
@
Formalisation of the Group’s sustainability
strategy and net‑zero plan, including carbon
reduction targets for our operations. Initiatives
to increase avoided customer emissions
through our products and services, and a
long‑term transition away from fossil fuels
toward achieving net‑zero status by 2050
@
Commitment to halve GHG emissions from
our own operations by 2030 vs 2013 baseline
and become a zero emissions operation
by 2040
@
Inclusion of the adaptation to the potential
impacts of extreme weather events, driven
by climate change, and the impact on both
people and physical assets, into our
business continuity plans and asset
management planning
@
Increased transparent reporting of carbon
emissions and related actions to reduce
emissions, based on well‑established
emissions disclosure frameworks including
the UK government’s Environmental Reporting
guidelines (DEFRA) and internationally
recognised guidelines such as the WRI/WBCSD
Greenhouse Gas Protocol (GHG Protocol)
@
Inclusion of financial risk stemming from
climate change in our financial modelling
and financing approaches, including formal,
structured scenario analysis to assess the
physical, transitional and liability risks for
Eurowag and its assets, using the outputs
to inform ongoing risk assessment and
mitigation measures, as well as reporting
in‑line with TCFD
8
Geopolitical risk
The Group operates truck parks and offices
across several countries, exposing it to security
threats that may arise from geopolitical instability,
insufficient protection measures, or natural
disasters. The ongoing war in Ukraine and the
risk of its further escalation, including into
NATO territories, have significantly increased
these risks, particularly given the Group’s
presence, employees and assets in Poland,
the Baltic countries and Romania. Recent
provocations by the Russian Federation heighten
the likelihood of direct and indirect threats to
the safety of Group employees and customers,
disruption of business operations, and damage
to or loss of Group assets. In addition, the
crisis in the Middle East represents a further
physical security, operational, business, and
financial risk to the Group, particularly given
the Group’s presence in Turkey. The situation
has contributed to extreme volatility in energy
markets and increases the likelihood of fuel
supply disruptions. Such disruptions could
significantly affect supply continuity and
may ultimately lead to truck park fuel shortages
or dry‑outs. In the event of further escalation
and an inadequate or delayed response by
the Group, the severity of these impacts
could materially increase.
Risk trend New risk
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
The Group is strengthening its
preparedness and resilience by
enhancing its crisis management
and operational continuity capabilities
@
In response to the war in Ukraine, the
Group has developed a dedicated war‑crisis
scenario framework that defines escalation
triggers, corresponding response actions,
and clearly assigned responsibilities. The
execution of all related tasks and actions
is monitored through the Group’s internal
control system, with regular reporting to
the Board of Directors. In relation to the Iran
and Gulf States conflict, the Group’s crisis
committee is monitoring regularly the situation
@
Operational mitigation measures include
the implementation of health and safety
plans at the Group’s truck parks to prevent
security threats. The Group maintains
emergency response plans and ensures
that staff are trained to act effectively in
emergency situations. Physical security
rules and preventive systems are in place
at petrol stations and are subject to regular
controls, testing and revisions
@
Business continuity plans are maintained
across operations and are regularly tested
and updated to ensure ongoing effectiveness
Furthermore, we recognise that we are responsible
for reducing our own carbon footprint, as well
as developing solutions to help customers
reduce their footprints and make the transition
to a low‑carbon future, accelerating the
transformation of the CRT industry.
For more information on climate‑related risks,
see our Climate risk and TCFD statement on
pages 58 to 67.
Risk trend Stable
@
The current managed risk rating is above
the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
@
Investment and business development in
a “Decarbonisation as a Service” portfolio
of alternative fuels and advisory services
– including electrification, renewable or
synthetic fuels and book‑and‑claim biofuel
swap – to accelerate the transition to a
low‑carbon future in the CRT sector, avoid
stranded assets in our own portfolio mix and
increase avoided customer emissions and
the proportion of revenue Eurowag generates
from EU Taxonomy‑classified activities
@
Investment in digitalisation and technologies,
including route optimisation, driver behaviour
and increased telematics installations, to help
our customers improve efficiency and
reduce energy intensity per kilometre
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Risk trend Stable
@
The current managed risk rating is above
the Group’s approved risk appetite
@
The Group focuses on delivering the technology
roadmap and is focusing on improvement of
its internal controls’ effectiveness, to address
the gap between risk appetite and risk rating
Link to strategic priorities
Mitigation measures
@
Dedicated legal and compliance business
partners assigned to all business units,
including ongoing regulatory monitoring.
@
Continuous improvement of the
risk management control framework,
specifically in terms of regulatory
and licensing risk mitigation
@
Involving legal and compliance counsels
in new markets entry process
@
Implementing Group‑wide AML policy,
partner screening directive and detailed
AML directive
@
Regular AML re‑screening of customers
which use regulated financial services
@
Annual AML audit with appropriate results
@
Group‑wide personal data protection
policy and detailed GDPR directive
@
Continuous technical and personal
improvements of the EETS
ecosystem operations
The Group faces credit risks associated
with our clientele, notably those within the
small to mid‑sized CRT business sector.
Our exposure is particularly pronounced
within our payment solutions segment,
where we extend financing to customers
based on deferred payments for energy
consumption and toll balances. An inadequate
assessment and monitoring of the creditworthiness
of these counterparties could potentially lead
to elevated credit losses, impacting our financial
health and operational stability.
Risk trend Increasing
@
The risk trend is increasing due to uncertain
and highly volatile situation on the energy
markets, which is introducing high pressure
on our customers
@
The current managed risk rating is above
the Group’s approved risk appetite. The
risk is closely monitored and reported
and improvements to model calibration
are being implemented
Link to strategic priorities
10
Clients’defaultrisk
Mitigation measures
@
Initial credit evaluation: when a customer
joins, the Group conducts a detailed credit
assessment, including a financial review
and business analysis, backed by reputable
database information
@
Continuous credit monitoring: our
dedicated credit risk department diligently
oversees credit exposures. This involves
periodic revisions of credit limits based on
their utilisation and the realignment of
collaterals as the situation necessitates
@
Receivables ageing analysis: management
routinely reviews the ageing of receivables.
This process utilises expected loss
calculations that consider parameters like
the probability of default, exposure at the
point of default, and potential loss ensuing
from default
@
Credit insurance: the Group uses credit
insurance to protect against customer
defaults, with first‑loss policies on both
individual and aggregate levels
@
Collateral measures: to secure our credit
exposure, the Group obtains cash deposits,
advance payments, and other securities like
pledges on assets and promissory notes
@
Factoring facilities: in certain cases, the
Group uses uncommitted factoring facilities
to transfer credit risk to factors, usually for
lower risk clients
@
VAT refunds: the Group manages VAT
refund collection from local tax authorities,
to reduce clients‘ exposure to working capital
Risk management continued
Principal risks register continued
9
Regulatory and licensing risk
The Group relies on numerous licences for
the provision of its on‑road mobility products.
These include wholesale and retail permits
required for the provision of fuel products,
as well as fuel station operating licences for
its truck parks, an EETS licence and EETS
certifications in a number of countries, an
electronic money institution licence required
for the provision of financial services, and an
insurance distribution licence. As a consequence
of holding these licences and certifications,
the Group is subject to strict regulatory
requirements (governance, products, IT
security and operational) of regulatory bodies
in respective jurisdictions. Non‑compliance
with these can result in fines, suspension
of business or loss of licences.
Other key regulatory requirements are
undertaken by governance and compliance
with UK listing rules, anti‑money laundering
(“AML”) and sanction laws, personal data
protection laws, Czech National Bank regulation,
fuel‑reselling legislation and EETS regulation.
In addition, changes in laws, regulations and
enforcement activities are accompanied by the
cost of implementation and may well adversely
affect our products, services and markets.
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
38
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
11
Processes execution risk
The Group operates in a very complex and
diversified environment. The Group’s entities
are in different stages of processes, IT systems
and governance maturity. Lower maturity of
processes results in uncoordinated actions
and unintended mistakes, as a consequence
of manual controls. The outcomes of these
mistakes could materialise in a breach of
contractual obligations towards third parties
(e.g. change management notification obligations
towards EETS providers), late payments to the
third parties (fines received), mistakes in report
creation, and lower quality of service provided
to our clients.
The Group has also been very active in M&A.
Every completed M&A initiative is accompanied
by an increase in the overall complexity of the
Group’s processes and demands on systems,
data and people. Where there is an inadequate
post‑merger integration process and insufficient
predispositions for a successful integration (IT
systems maturity, data management maturity
and processes and their governance maturity),
the Group exposes itself to additional processes
risk and a risk of unrecognised M&A benefits.
In addition, the Group started the implementation
of SAP on 1 January 2024 and whilst the system
will ultimately bring significantly enhanced
controls, the speed in which the system can
be implemented means many of these controls
will not be fully functional until the full
implementation is delivered.
Risk trend Decreasing
@
Due to the continuous implementation of the
new ERP system and continuous improvement
in the internal controls effectiveness
The Group’s overall net debt to adjusted
EBITDA ratio is within the targeted level of
its medium‑term guidance. A higher level of
debt would likely impact the Group’s ability to
secure additional funds on favourable terms.
Two main challenges increase the Group’s
liquidity risk: firstly, working capital pressures
driven by increases in energy prices due to the
Middle East Crisis toll prices and, secondly,
changes in toll prices. Whilst some price
increases can be transferred to clients, this
presents a risk of a heightened commitment
of liquidity, requiring increased guarantees
and prepayments. The Group mostly faces
risks of accessing additional liquidity at higher
costs, non‑delivery of its commitments due to
insufficient working capital and, lastly, in the
case of liquidity issues, reputational damages
and business/operational constraints.
12
Liquidity risk
@
Due to ongoing post‑merger integration
activities – unification and centralisation
of processes and systems
@
The current managed risk rating is above
the Group’s approved risk appetite
@
The Group expects to mitigate this risk in
the coming periods through the integration
of our acquisitions and completion of the
implementation of a new ERP system
Link to strategic priorities
Mitigation measures
@
The Group has established post‑merger
integration processes with clear governance
and senior leadership
@
The Group has designed its processes
model that is being continuously maintained
and updated. Moreover, the Group has
a processes design department, which in
its activities focuses on improvement of the
processes’ maturity
@
The Group has established an internal
controls risk management framework.
Regular reporting and testing of the internal
controls ensure continuous improvement of
the effectiveness of operational controls
@
Operational model transformation introduces
new focus and disciplines in the product and
technology capabilities
@
The SAP project is highest priority project and
significant resources are being allocated to
address all issues and progress development
Risk trend Increasing
@
Due to the increasing energy prices
as a result of the Middle East Crisis
@
The current managed risk rating is above the
Group’s approved risk appetite. The Group
has put in place mitigation actions to close
the gap and continues to evaluate further
mitigation opportunities
Link to strategic priorities
Mitigation measures
@
The Group has secured sufficient available
headroom to finance its activities
@
Focus on continuously implementing
reverse factoring programmes in Spain.
Tighten working capital management across
all countries
Increasing Stable
Decreasing
Attract (be in every truck) Engage (drive customer-centricity)
Monetise (grow core services) Retain (expand platform capability)
New risk
39
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Viability statement overview
In accordance with provision 31 of the UK
Corporate Governance Code 2024 (the “Code”),
the Board has assessed the Company and
Group’s prospects and viability, considering the
business model, the Group’s current financial
position and the principal risks over a period
longer than the 12 months required by the going
concern statement.
Viability timeframe
The Board has determined that a three‑year
period to 31 December 2028 is the appropriate
timeframe to assess viability.
The choice of this timeframe is based on the
following rationale:
@
This period is reviewed by the Board in the
long‑term planning and detailed annual
budgeting process and allows financial
modelling to be supported by the budget
and growth factors in the business plan
approved by the Board, extended for 2028
using a roll‑forward of the approved
2025–2027 plan
@
This time horizon is captured as the
relevant period for evaluation and stress
testing of principal risks (primarily those
of an operational nature), which typically
occur within this timeframe
Assessment of budget
and financial forecast
The Company’s and Group’s financial forecast
is assessed primarily through the financial
planning process (annual operating budget)
and the strategic planning (long‑term strategic
plan). This process is managed by the Chief
Executive Officer, Chief Strategy Officer and
Chief Financial Officer, in co‑operation with
other ExCo members alongside divisional and
functional management teams. The Board
participates fully in the annual process to
review, challenge and approve the annual
operating budget for the next financial year.
The Group also has a long‑term strategy in
place in the form of a long‑term strategic plan.
The strategy is reviewed and updated on
a periodic basis and is based on detailed
financial forecasts. The latest annual operating
budget for the year ending 31 December 2026
was reviewed and approved by the Board in
December 2025, and this budget is based on
the Company and Group’s current financial
position, and its prospects over the forthcoming
year and in-line with the Group’s stated strategy.
Viability statement and going concern
Viability statement and going concern
@
The innovative nature of the Group and
the disruptive nature of the market make it
difficult to predict with sufficient confidence
how competition and other risks will impact
the business beyond a three‑year timeframe
@
Considering the continuous changes of the
macroeconomic and political environment
over a period of longer than a three‑year
timeframe would bring greater uncertainty
to forecasting assumptions.
@
The Group’s committed financing facilities
mature in March 2029, which falls outside
the viability period. The Board considered
this maturity profile when determining
the timeframe and concluded that, as the
refinancing event occurs after the period
under review, it does not represent a
constraint on the viability assessment and
no reliance on future refinancing is placed.
Furthermore, the Board has no reason to
believe that refinancing at maturity would
present a significant challenge.
While the Board has no reason to believe that
the Company and Group will not be viable over
a longer period, they consider three financial
years to be an appropriate planning time
horizon to assess viability and to determine
the probability and impact of principal risks.
Assumptions used
in financial forecast
The main assumptions in the budget and
long‑term financial forecast are based on
the approach to build a strong foundation for
future sustainable growth, plan the correct
balance of capital expenditure and M&A as
well as sufficient investment in working capital,
and maintain sufficient liquidity headroom.
Commercial objectives prioritise selling integrated
digital solutions that improve customers’ operational
efficiency and enable growth, while scaling
indirect and digital channels to create cross‑sell
opportunities and reduce acquisition costs.
Operational objectives focus on developing
the new operating model, with streamlined
processes, standardised systems, and integrated
support functions intended to gradually improve
efficiency and customer experience. Capital
expenditure is expected to remain at existing
levels as the Group continues developing its
existing products, while migrating them onto
the new platform and building the technology
and data platform to enable future data‑driven
insights. The forecast assumes no new loans
or M&A transactions, only committed
payments related to past transactions.
40
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Assessment of viability
The financial forecasts were stress tested with reference to risks set out in the Risk Management section on pages 32 to 39 of this Annual Report and Accounts.
Quantitative testing focused on those risks assessed as having the most direct and material potential to threaten solvency and liquidity over the three‑year period. Other principal risks – Personnel
dependency, Regulatory and licensing, and Process execution, were not selected for enhanced modelling as their financial impacts are either indirect and already captured within core scenarios,
or are more appropriately assessed qualitatively through existing controls.
In 2025, the Board considered the application of the following risks:
Risk applied Assumptions Mitigants
Downside case
Product demand and
decline risk, including
client default risk
The application of product demand and decline risk presupposes a deteriorated GDP within the EU, leading
to decreased demand and, subsequently, a reduction in the number of trucks. Additionally, an anticipated
increase in bad debt is applied, reflecting the assumption of financial instability among trucking companies.
Across all downside scenarios, management
would focus on preserving profitability,
liquidity and covenant headroom.
Available mitigating actions include
disciplined cost management, such as
limiting discretionary operating expenditure,
moderating headcount growth and
reducing external consultancy spend.
Capital expenditure would be actively
reprioritised, with non‑essential or deferrable
investments postponed or cancelled.
Liquidity would be managed through cash
flow monitoring and, where appropriate,
utilisation of committed financing facilities.
These actions are within management’s
control and have been successfully
implemented in prior periods.
Fuel supply risk The application of fuel supply risk has a detrimental effect on our margin, which is anticipated to decrease
due to adverse market conditions, including potential supply chain disruptions in the Middle East, particularly
involving Iran.
EETS SLA
compliance risk
EETS SLA compliance risk assumes non‑compliance with EETS rules, resulting in penalties that negatively
impact opex.
External parties’
dependency risk
External parties’ dependency risk in this analysis expects potential issues with SAP implementation,
resulting in increased consultancy costs.
Technology security
and resilience risk
Technology security and resilience risk involves a potential cyber attack causing temporary unavailability
of the card acceptance network, resulting in net revenue loss during the outage period.
Climate change risk Climate change risk assumes potential flooding of the fuel station in Hungary, which could result in temporary
closure and reduced fuel revenues. Any repair costs are expected to be covered by existing insurance policies.
Geopolitical risk Geopolitical risk assumes further escalation of the war in Ukraine causing disruptions of the Group’s
operations in Baltic countries.
Interest rate risk Interest rate risk, while not considered a principal risk, arising from the volatility of the base rate, has been
assessed on the Group’s borrowings.
Reverse test
Please see above,
including liquidity risk
Assumptions applied above with more severe impact, incorporating a risk of partial withdrawal of factoring
funding, have been used to test for breaches of covenants and reductions in liquidity headroom below the
Group’s operational minimum.
Mitigants with the same nature as
mentioned above with sizeable impact.
The applied risks and their effects were stress tested using a severe but plausible downside scenario. This scenario incorporates the adverse movements described in the risk table and assumes
that management implements only actions within its direct control, primarily cost discipline and the deferral of non‑essential capital expenditure. Under this scenario, the Group maintains positive
liquidity position throughout the three-year viability period, with the minimum projected liquidity level remaining above the Group’s €50 million operational threshold. Liquidity represents the primary
constraint in the downside case, whereas financial covenants remain comfortably compliant across all test points in the period.
In order to assess the resilience of the Group, the Board has performed a reverse stress test to determine the potential combination of adverse events that would eliminate liquidity headroom ahead
of any covenant breach. This analysis 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. The Board views this set of circumstances as remote.
41
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Assessment of viability
continued
The Board also considered the Group’s
solvency profile under both base and
downside projections, including forecast
balance sheet strength, and concluded that
the Group is expected to retain a robust net
asset position over the assessment period.
Viability statement
Based on the above described assessment
of the principal risks facing the Company and
Group, the Board has a reasonable expectation
that the Company and Group will be able to
continue in operation and retain sufficient
available cash to meet its liabilities as they fall
due over the period to 31 December 2028.
In doing so, it is recognised that such future
assessments are subject to a level of uncertainty
that increases with time and, therefore, future
outcomes cannot be guaranteed or predicted
with certainty. Based on all matters considered,
the Board is confident that the Company and
Group will remain solvent in the viability period,
taking into consideration the technological,
social and environmental changes expected
to happen in the medium to long‑term period.
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
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 27.
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 €91.7 million
(FY24: €37.3 million) and the Group’s current
ratio was 0.85 (FY24: 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.
Viability statement and going concern continued
42
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Sustainability
We are committed to helping
the CRT industry become
clean, fair and efficient.
2025 has been marked by a continued
escalation of the climate and nature crises,
alongside growing uncertainty in the global
political and economic landscape. Extreme
weather events, ecosystem degradation and
biodiversity loss are increasingly material
realities for societies and businesses alike,
disrupting infrastructure and supply chains.
At the same time, geopolitical tensions and
energy security concerns have reinforced the
fragility of global systems and the trade-offs
inherent in the energy transition.
Against this backdrop, corporate sustainability
efforts are being tested: expectations for action
remain high, yet the regulatory environment is
evolving unevenly across regions, creating
complexity for companies operating across
multiple markets.
For the CRT sector, these dynamics are
particularly pronounced. Around 9% of the
total GHG emissions in Europe come from the
CRT industry
1
and road transport remains
essential to Europe’s economic resilience,
even as it faces mounting pressure to reduce
emissions, limit environmental impacts and
improve social outcomes.
Digitalisation is continuing to improve
efficiency, compliance and transparency,
while decarbonisation continues to be shaped
by practical constraints on the ground including
energy capacity, infrastructure readiness and
cost. Shippers, regulators and financial stakeholders
Building resilience and driving positive impact
Against a backdrop of
accelerating climate and
nature risks, energy insecurity
and regulatory change, we
remained focused on building
resilience –
helping commercial
road transport
operators with
practical solutions while delivering
on our purpose to make CRT
clean, fair and efficient.”
Jenny Pidgeon
VP of Sustainability and CSR
are placing greater emphasis on credible data
and demonstrable progress, intensifying the
need for solutions that help transport operators
navigate environmental responsibility alongside
competitiveness and operational resilience.
To ensure that we are focused on the material
impacts, risks and opportunities in this dynamic
environment, we refreshed our sustainability
strategy in 2025. Through Eurowag’s integrated
platform and growing digital ecosystem, we
are focused on helping customers stay competitive
by reducing inefficiencies, accelerating the
transition to lower carbon commercial transport,
and making people’s work simpler and more
rewarding. We are expanding practical
decarbonisation options, growing our alternative
fuel network – with a focus on renewable biofuels,
to enable immediate emissions reductions
without major fleet replacement. In parallel,
we continue to build the infrastructure and
partnerships that support a cleaner future for
CRT, including multi-energy truck parks that
offer both alternative fuels and charging,
in addition to secure parking with facilities
and services for drivers.
We recognise that a successful transition
depends on people – from drivers on the road,
to the teams which build and deliver our services.
We continue to strengthen employee engagement,
diversity and inclusion, and to run our extensive
CSR programme for positive community impact.
In 2025 we expanded our social impact initiatives,
including preventive health campaigns with
Czech partner Loono and Polish partner EZB,
helping to raise awareness and encourage
early detection and prevention amongst both
drivers and employees. We also supported
driver health and safety through campaigns
designed to improve first aid readiness and
on-the-road health and wellbeing for
professional drivers.
The strength of our governance, culture and
ethics underpins all our activities. We remain
focused on responsible business conduct,
robust compliance, data protection and responsible
supply-chain practices. Our strategy refresh
builds on the insights from our materiality work
and supports continued progress in embedding
sustainability into decision-making and
governance across the Group.
In a rapidly changing environment – technologically,
economically and geopolitically – maintaining
trust with customers, employees, partners and
communities remains essential. Our commitment
to making CRT clean, fair and efficient is
steadfast, and this report sets out how we
are delivering that commitment in practice.
Data note:
1. Source: EU Transport in Figures - Statistical Pocketbook
2025 https://op.europa.eu/en/publication-detail/-/
publication/52c07e98-a3f4-11f0-97c8-01aa75ed71a1
43
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Investing in our people & communities
@
Promoting diversity and inclusion, employee health
and engagement
@
Creating positive impact in our local communities
@
Improving driver wellbeing and safety
@
Giving SMEs fair access to technology and finance
Y
Read more on pages 52–55
Transforming transport sustainably
@
Addressing our greenhouse gas emissions
@
Managing our impacts on nature and biodiversity
@
Accelerating the energy transition
@
Helping customers reduce GHG emissions intensity
Y
Read more on pages 47–51
Operating with integrity
@
Responsible business practices
Y
Read more on pages 56 and 57
Our sustainability
strategy
To achieve Eurowag’s strategic priorities to be in
every truck, drive customer centricity, grow core
services and expand platform capability, we have
four enablers, one of which is embedding sustainability
into all our business activities. We do this through our
sustainability strategy and annual action plan.
In 2025 we reviewed and updated our sustainability strategy, to ensure that it
addresses the most important ESG impacts, risks and opportunities identified
through our double materiality assessment, completed in accordance with
guidance set out within the Corporate Sustainability Reporting Directive (CSRD).
We simplified the structure to focus on three interconnected pillars – Transforming
transport sustainably, Investing in our people and communities, and Operating
with integrity – with objectives and targets set for each focus area.
We also added a set of enablers to our strategy, to emphasise the importance
of purpose-led leadership and governance, sustainability integration in decision
making, employee engagement, transparent measurement and reporting,
impact-driven partnerships and collaboration, and robust compliance in the
successful delivery of our strategy, ensuring sustainability is embedded into
our governance, operating model, decision making and culture.
We operationalise our strategy through an annual sustainability action plan.
I
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clean, fair and efficient
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R
E
T
A
I
N
P
E
O
P
L
E
P
R
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Sustainability continued
44
EUROWAG Annual Report and Accounts 2025
Corporate governance• • Financial statementsStrategic report
Governance and accountability
Eurowag has a governance framework that
oversees and monitors the implementation
of sustainability into our business.
The Board is ultimately responsible for sustainability, and delegates
accountability to the ESG Executive Committee and Audit and Risk
Committee, which both meet quarterly.
The ESG Executive Committee sets the strategic direction and
tracks and addresses barriers to the progress of the Sustainability
Action Plan, related policies and reporting, as well as assessing
and managing sustainability- and climate-related risks and
opportunities. The Audit and Risk Committee considers climate-related
risks as part of its principal risks governance. The Board did not
take any decisions influenced by climate in 2025.
In 2025 we updated our Sustainability and ESG Policy, which
codifies and sets out our governance and approach for integrating
sustainability into our business, monitoring and reporting on progress.
We also developed a new CSR Policy, in recognition of the scale
and importance of that programme of work for the company.
We have a Sustainability function to help ensure sustainability
is embedded into every part of our decision-making processes
across the Group, through close working with representatives
across the business, who are responsible for the day-to-day
delivery of the sustainability strategy.
The Sustainability department steers the Group sustainability
direction; enables and engages the business to drive implementation
across business functions and to ensure integration of sustainability
into core processes and operations; monitors and reports performance;
manages external ESG engagement; and maintains
sustainability-related policies.
Business units are responsible for identifying and delivering
relevant actions and initiatives to fulfil the strategic targets,
integrating these into core operations and reporting on progress.
Sustainability governance framework
Approves sustainability strategy and targets and monitors progress
Oversees climate-related risks and opportunities
Challenges Executives on the integration of sustainability, time horizons used and stakeholder considerations
BOARD OF DIRECTORS
Accountable for implementation and delivery of sustainability
priorities and targets
Approves sustainability reporting
Defines sustainability strategy and targets, related policies, and reporting
Tracks sustainability progress
Monitors ESG risks and opportunities
ESG EXECUTIVE COMMITTEE
Approves ESG reward and
performance management
REMUNERATION COMMITTEE
Monitors and reviews Group-wide key risks including climate-related risk
Approves the Sustainability section in the Annual Report and Accounts
AUDIT AND RISK COMMITTEE
Verifies
sustainability
compliance and
validity of
reported data
INTERNAL AUDIT
Approves sustainability risk
appetite changes
BUSINESS ASSURANCE COMMITTEE
Responsible for Sustainability Action Plan implementation,
integration into business operations, and reporting
on progress
BUSINESS UNITS/COUNTRY OPERATION/FUNCTIONAL LEADERS
45
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Sustainability action plan highlights
You can read more about our objectives
and targets for each focus area in our
separate Sustainability Report,
available on our website
28%
reduction in direct emissions (Scope 1
and 2, on a market basis) compared to
baseline year 2023
2,591
active alternatively fuelled trucks using
our products and services
180%
increase in HVO volume
10%
increase in the total number of locations
in our alternative refuelling network
>200
dedicated CRT charging locations
accessible via our new hybrid fleet card,
and 900,00+ charging points
40%
women in leadership roles achieved on
target by 2025
67%
employee engagement survey score
265
local good causes supported across
19 countries by employee-led donations
via Philanthropy & You initiative
1%
pre-tax profit donated, through
employee-led donations, volunteering
and corporate charity partnerships
86%
of drivers surveyed agreed Eurowag
supports their safety and 76% their wellbeing
100%
of new suppliers >€20k assessed with
our ESG risk tool from H2 2025
100%
of data privacy incidents detected
and classified, with full mitigation
plans implemented
86%
of suppliers paid on time
#1
company in the Czech Republic for
sustainability reporting and carbon
reduction (CZECH TOP 100 and Climate
& Sustainable Leaders)
Giving Tuesday award for best corporate
charity project in the Czech Republic
(Association of Social Responsibility CZ)
ESG Excellence award for strategic ESG
integration, carbon management and
transparent reporting (University of
Economics and Business, Prague VŠE)
ESG Transparency Excellence
benchmark (EUPD)
Transforming transport
sustainably
Investing in our people
and communities
Operating
with integrity
Celebrating
recognition
we received
during the year
Sustainability continued
46
EUROWAG Annual Report and Accounts 2025
Corporate governance• • Financial statementsStrategic report
Material topics and priorities
@
ESRS E1 Climate change: Reducing our
company GHG emissions Scopes 1, 2 and 3
1
@
Switching to renewable electricity for
our operations
@
Optimising our car fleet to low and zero
emissions vehicles and fuels, including
biofuel insetting
@
Investing in on-site renewable energy
generation technologies and community
energy-sharing projects
@
Optimising office spaces through
post-merger integration processes
and identifying opportunities for
energy management efficiencies
50% reduction in Scope 1 and 2
emissions by 2030
(tCO
2
e, market based, baseline
year 2023)
Net zero operational GHG
emissions by 2040
(Scope 1 and 2 market based)
GHG emissions from Group operations,
Scope 1 and 2 market based (tCO
2
e),
with biofuel insetting
(tCO
2
e, market based, with biofuel insetting)
2,905
Targets and progress Achievements
Switching to and retaining
renewable electricity
In 2025, Eurowag expanded on-site energy
generation capacity by one location in Spain,
with an additional six in the pipeline expected
to be operational in early 2026, bringing the
total production potential to 680 kWp once
all locations are running.
We also launched a renewable energy sharing
partnership with a leading retailer in the Czech
Republic, becoming one of the first companies
on the Czech market to use this peer-to-peer
renewable energy sharing mechanism. The
initiative directly stimulates local scale-up
of renewable production and the electricity
is supplied at a fixed price below standard
(non-renewable) market rates, delivering
both cost stability and climate impact. The
partnership delivered ~17% of the electricity
needs at our Prague head office, with a total
CO
2
e reduction of approximately 93 tonnes
(market based) overall.
Addressing our greenhouse gas emissions
Mitigating our fleet emissions
In 2025, we continued our HVO insetting initiative
aimed at reducing emissions from our corporate
fleet. Through the same “biofuel swap” mechanism
introduced last year, we procured a dedicated
volume of HVO, with verified sustainability
parameters, enabling us to indirectly reduce
a portion of our fleet’s carbon footprint.
We developed an update to our fleet directive,
with the objective of reducing the size and
promoting the electrification of the Group
fleet. We also updated our travel and expense
directive to emphasise that employees should
always consider travelling in an environmentally
sustainable way, using public transport and
car pooling to reduce congestion, greenhouse
gas and noise emissions wherever possible.
Focusing on reduction
We continuously optimise office space, wherever
possible, to reduce operational energy consumption,
especially in connection with integrating acquired
companies. In 2025, we closed or merged a
further two offices across our operations.
We also installed an Air-to-Water Heat Pump at
our truck park in Arraia, Spain, to significantly
improve the efficiency of water heating for showers.
The Eurowag Group has maintained double-digit growth in recent years, with a corresponding increase in
employees, revenues and geographic presence. As we grow, we remain committed to combating climate change
to protect planetary and human health, strengthening our resilience to climate-related risks, ensuring regulatory
compliance, and contributing to a more sustainable future for our customers, communities and industry.
Sustainability: Transforming transport sustainably
4,353
3,632
2,905
2025
2024
2023
1. We report performance on a Group-wide basis. Our reporting
boundaries are defined by financial control and GHG
emissions are calculated in accordance with the Greenhouse
Gas Protocol, using recognised emission factors derived
from primary and secondary sources, as applicable.
Intensity ratios are expressed as emissions per refuelling
point (truck parks) and per thousand metres (offices’.
You can find more information on the principles and
methodologies used in our GHG emissions reporting,
including organisational and operational boundaries,
in the latest ESG data and methodology statement on
our website investors.eurowag.com/sustainability.
2. Net zero definition: we aim for 90% reduction Scope 1
and 2 by 2040 and 90% reduction for Scope 3 by 2050
(from baseline year 2023 and 2019 respectively), aligning
with net zero definition of c.90% reduction in absolute
emissions from our value chain and only c.10% offsets.
Data note: The movement in Scope 3 emissions from
purchased goods and services and use of sold products,
as shown in the table on the next page, is due to a 5%
increase YoY in volume of sold fuels. Scope 1 and 2
emissions decreased year-on-year, driven by ongoing
efficiency measures and biofuel insetting for our fleet.
47
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Scope 1 and 2 and intensity metrics 2023 2024 2025
Total energy consumption (kWh) 14,608,725 14,185,514 13,026,143
Scope 1 emissions (tCO
2
e) – market based 2,655 2,304 2,008
Scope 1 emissions (tCO
2
e) – location based 2,655 2,552 2,256
Scope 2 emissions (tCO
2
e) – market based 1,698 1,328 897
Scope 2 emissions (tCO
2
e) – location based 2,038 1,755 1,646
Scope 1 and 2 GHG emissions (tCO
2
e) – market based with biofuel insetting 4,353 3,632 2,905
Total Scope 1 and 2 GHG emissions (tCO
2
e) – market based 4,353 3,880 3,105
Total Scope 1 and 2 GHG emissions (tCO
2
e) – location based 4,693 4,308 3,902
GHG intensity: truck parks (tCO
2
e/refuelling point) – market based 6 5 5
GHG intensity: offices (tCO
2
e/thousand sqm) – market based 56 55 47
GHG intensity: truck parks (tCO
2
e/refuelling point) – location based 5 5 5
GHG intensity: offices (tCO
2
e/thousand sqm) – location based 70 70 71
Scope 3 emissions (tonnes CO
2
e) 2023 2024 2025
Purchased goods and services 1,321,594 1,458,815 1,528,430
Capital goods 882 234 437
Fuel and energy-related activities 1,152 1,096 1,070
Upstream transportation 1,746 2,335 3,098
Waste generated in operations 63 63 172
Business travel 1,227 1,683 1,906
Employee commuting 666 703 617
Downstream transportation 188 226 317
Use of sold products 3,797,008 4,301,478 4,512,889
Total Scope 3 emissions 5,124,526 5,766,632 6,048,937
Operations in the UK (and UK offshore) 2023 2024 2025
Total energy consumption (kWh) 8,392 8,392 7,610
Scope 1 emissions (tCO
2
e) 6 6 6
Scope 2 emissions (tCO
2
e) – market based 3 3 3
Scope 2 emissions (tCO
2
e) – location based 2 2 1
Total Scope 1 and 2 GHG emissions (tCO
2
e) – market based 9 9 9
Total Scope 1 and 2 GHG emissions (tCO
2
e) – location based 8 8 7
Achievements continued
Decarbonising fuel deliveries
We continued to engage with our fuel delivery
partner in the Czech Republic, BenzTransit,
which, in addition to using two LNG trucks,
started to transition part of its fuel consumption
from diesel to HVO. As a result, 23,890 litres of
diesel were replaced, avoiding 79 tonnes of CO
2
e.
OBU re-design
In 2025, we completed a full cradle-to-grave
product carbon footprint assessment of our
on-board units. We identified “materials
acquisition” and “pre-processing” as the main
emission drivers and used these insights to
guide lower-carbon design choices for the
next-generation EVA2, shifting to a more
energy-efficient single-moulding process and
introducing recycled paper packaging. These
improvements extend device lifetime and cut
energy use in manufacturing, contributing to
a lower overall life cycle footprint.
Addressing Scope 3
While reducing our Scope 1 and 2 emissions
and optimising our operational efficiency
remains important, we recognise that the
majority of Eurowag’s GHG emissions arise
from Scope 3, primarily linked to our conventional
fuels business. Accordingly, we place strategic
emphasis on helping customers improve
efficiency, reduce emissions intensity and
transition to lower-carbon energy solutions.
See pages 50 and 51 for further details.
Sustainability: Transforming transport sustainably continued
48
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
We seek to minimise the potential negative impacts of our operations on nature and biodiversity,
and to support the protection of ecosystems through responsible business practices.
Achievements
Refurbishing our on-board units
In 2025, we established the foundations to
introduce a circular approach to our OBU life
cycle, focusing on returning, refurbishing and
redeploying equipment to reduce electronic
waste, extend product lifetimes and minimise
the need for additional production with
virgin materials.
Through new processes, quality standards
and reporting developed with our refurbishment
partner, we strengthened material recovery,
ensured safe handling of residual components
and aligned internal policies across the supply
chain, operations and sustainability teams.
Although some units could not be reused due
to technical or physical damage, we achieved
a 94% refurbishment and return ratio, significantly
higher than the 75% we targeted, with 82%
refurbished units already redeployed to
customers by year end.
We also re-designed our new EVA2 OBU to
support circularity, redesigning the plastic
enclosure to improve durability, impact and
scratch resistance, and refurbishability,
thereby reducing replacement needs
and simplify refurbishment.
100%
biofuels sold at Eurowag’s own
truck parks purchased with
sustainability certification from
ISCC or equivalent certified sources
2025 100%
94%
refurbished and returned ratio*
* Proportion of on-board units that are refurbished and
reintroduced to customers from returned units, annually.
Performance against target
Targets and progress
Managing our impacts
on nature and biodiversity
Material topics and priorities
@
ESRS E2 Mitigating the risk of water or soil
pollution at our truck parks
@
ESRS E4 Managing potential impacts
connected to biofuels and their impact on
direct or indirect land use change
@
ESRS E5 Resource flows related to products
and services
@
Assessing our physical assets for
opportunities to mitigate risks connected
to nature and to identify opportunities to
protect and enhance biodiversity
This work marks our efforts to shift towards
a circular system that conserves resources,
reduces environmental impact, and generates
a considerable cost saving.
Collaboration and peer-learning
We participated in the UN Global Compact UK
Network’s Nature Working Group throughout
2025, strengthening our understanding of
nature-related risks, biodiversity strategy
development, LEAP assessments under
the TNFD framework and the integration
of nature considerations into wider climate
and transition planning.
We also began to engage with the local Nature
and Landscape Protection Agency in the Pilsen
region, where our truck parks Rozvadov I and II
are located, close to a special area of conservation
– as identified in the biodiversity mapping exercise
we carried out the previous year, to explore
opportunities for Eurowag to contribute to
protecting and enhancing the local ecosystem.
Environmental compliance
and risk management
We implemented a new Truck Park Portal and
Handbook to standardise truck park operations
including health, safety and environmental (“HSE”)
aspects. A new environmental control procedure
was implemented at Arraia and Salamanca in
Spain to improve pollution control. We completed
HSE audits in 5 markets and enforced strict
fuel unloading protocols. 8 environmental
spills were recorded, all fully contained and
not causing any water or soil pollution.
2025 94%
49
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
With our deep understanding of the CRT industry, we are creating the technology and incentives to help customers make the
transition to a lower-carbon future. We want to accelerate the energy transition and help customers to easily switch from diesel to
non-fossil fuel energies and vehicles by driving innovation, new products and services through meaningful partnerships in our sectors.
80,000
active alternatively fuelled
trucks using Eurowag products
and services by 2030
No longer offer fossil fuel
energy products by 2050
Active alternatively fuelled trucks
3
2,591
Material topics and priorities
@
ESRS E1 Climate change: helping customers
to decarbonise
@
ESRS E1 Climate change: fossil energy
product use
@
Enabling access to alternative fuels
1
and
clean mobility, and introducing a wider
alternative offering to customers, e.g.
bioLNG
2
, electricity and HVO
@
Collaborating and advocating for clean mobility
infrastructure and a fair deal for SMEs
@
Developing advisory tools and services
to support customers’ energy transition
Targets and progress
Accelerating the energy transition
Achievements
Expanding our alternative
fuels network
We saw strong growth in alternative fuels
in 2025, with volumes 50% up on the year
before. HVO has grown even more strongly,
up 180%. We continued to expand access at
our own truck parks and newly introduced
HVO in Spain, as well as obtaining the license
to sell HVO in Poland, besides our existing
locations in Slovakia, Czech Republic and
Austria. Our HVO acceptance network now
has >740 locations.
We launched bioLNG at over 30 stations
across Germany in June, and are now offering
biomethane at >40% of all LNG stations across
Europe within our 500+ strong acceptance
network. Customers switching to bioLNG can
reduce their emissions by more than 100%,
as bioLNG produced from waste materials
can deliver ‘carbon-negative’ results by
preventing methane emissions that would
otherwise be released into the atmosphere
during natural decomposition.
We also developed a new product, Biofuel
Swap, which will be launching in 2026 to
enable customers to access certified emissions
reductions from HVO anywhere across our
>16,000 locations. The customer will simply
continue to refuel diesel at the pump, whilst
we ensure that the same volume of HVO is
added to the European network through our
certified partner.
eMobility
In 2025 we continued to build our end-to-end
eMobility offering, after launching Eurowag’s
CRT-focused eMobility Service Provider service
in 2024. We launched our new closed-loop
hybrid card for charging electric trucks and
vans, with integrated RFID chip, now live in
Eurowag Office. We launched an eMobility
advisory service in Poland, developed Charge
Point Operator as a service, and built a project
pipeline of depot chargers with our first successful
tests in Austria and Hungary, with more to
come in 2026. In August we successfully
completed our first long-distance charging
test with an electric truck.
Sustainability certification
Demand for biofuel sustainability certificates
rose sharply during the year, supporting
traceability
of feedstock and emissions
savings for customers.
Collaboration and advocacy
In April we sponsored the Polish Biofuels
Market event, supporting industry dialogue
on the role of HVO and alternative fuels in CRT
decarbonisation, and in May we sponsored an
eMobility conference in Austria, where we
realised our first depot charging project.
1. Fuels or power sources which serve, at least partly,
as a substitute for fossil oil sources and which have the
potential to contribute to decarbonising and enhancing
the environmental performance of the transport sector,
including electricity, hydrogen, renewable fuels (biogas,
biofuels, synthetic fuels produced from renewable energy)
and non-renewable transitional fuels (CNG, LNG, LPG,
synthetic fuels produced from non-renewable energy).
Source: Alternative Fuels Infrastructure Regulation.
2. BioLNG, or liquefied biomethane, is a biofuel made
by processing organic waste flows, such as organic
household and industrial waste, manure, and sewage
sludge. BioLNG is a practically carbon neutral biofuel,
as it utilises carbon that is already in the system from
renewable sources.
353
780
1,537
2,591
2025
2024
2023
2022
Sustainability: Transforming transport sustainably continued
3. From 2025, we expanded the scope of this KPI to include
alternatively fuelled trucks using three additional EW
Group TLM products and developed a unique-trucks-only
filter to avoid double counting between product groups.
As a result, the 2025 figure of 2,591 is not directly
comparable to prior years.
50
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
We help our customers indirectly to reduce their emissions intensity by offering solutions that
increase the efficiency of driving and journeys, and analyse and report emissions.
Helping customers reduce GHG emissions intensity
Material topics and priorities
@
ESRS E1 Climate change: Helping customers
to decarbonise
@
Supporting more efficient driving by
monitoring and promoting eco-driving
behaviour through analysis, advice and
incentives – to save fuel and reduce emissions
@
Improving efficient logistics and reducing
empty journeys with planning tools
@
Delivering smart navigation products
and route optimisation services to minimise
fuel consumption
@
Carbon reporting per customer journey
and refuelling
20%
carbon intensity reduction
per tkm by 2035
(gCO
2
e/tkm, baseline year July 2023 –
June 2024)
Avoided customer emissions
(tCO
2
e/active truck p.a.)
0.5
In 2025 we developed a new KPI calculating the
GHG emissions avoided through customers’ use of
our decarbonisation and efficiency products, including
alternative fuels, pro driver’s style monitoring, navigation
and fleet management system services. We will disclose
performance against this KPI in our annual reporting
going forwards.
Targets and progress
In 2025 we enhanced Perfect Drive with a
new analytics report, “Unknown Driver Idling”,
designed to help fleets identify avoidable fuel
consumption when a vehicle is running without
a driver card inserted in the tachograph.
By making this previously hidden behaviour
visible, the report supports targeted follow-up
in cases of significant deviations and helps
customers reinforce driver discipline, reduce
waste and improve overall fuel efficiency.
CO
2
emissions tools for our customers
We continued to provide tools that help customers
understand emissions by vehicle and journey.
In 2025, we updated our CO₂ calculation
methodology, applying market-standard
emission factors aligned with widely
accepted industry and regulatory practices.
This enhancement ensures that journey-level
CO₂ calculations better reflect current fuel
characteristics and market conditions, improving
consistency and comparability of customers’
emissions data.
Journey planning
We enhanced our planning features with an
AI-supported fuel and cost estimation model
that uses historical driving behaviour, vehicle
characteristics, and route parameters to calculate
expected fuel consumption and costs for a
planned journey. Dispatchers can test different
route options during planning and select the
most fuel-efficient and cost-effective route
before execution, helping to reduce unnecessary
fuel use and emissions.
Eurowag Navigation supports routes planned
online by dispatchers, allowing drivers to follow
the intended plan during execution. This alignment
between planning and driving reduces route
deviations, avoids unnecessary mileage,
and helps ensure that fuel-efficient planning
decisions are realised in real operations.
We also deepened the integration of EW Navigation
with Eurowag Office, linking route plans directly
to transport orders, enabling dispatchers to
transfer planned transports to the in-cab
environment and allowing drivers to execute
routes based on operational data such as
delivery context and vehicle constraints. This
tighter planning-to-execution loop reduces
manual re-entry and miscommunication, improves
route adherence and planning accuracy, and
helps limit unnecessary mileage, supporting
more efficient fleet operations while maintaining
a strong focus on compliance.
Reducing empty mileage
Within FireTMS, we continued the development
of fireXgo freight exchange platform based on
direct customer feedback from the pilot, refining
the platform to better support real-world
workflows and stronger collaboration between
forwarders, shippers and carriers. We also
introduced AI-powered capabilities that enable
the automatic import of transport orders, helping
customers streamline operations and move
closer to reducing empty mileage on the road.
Achievements
Improving driving behaviour
Our driving behaviour tools and telematics
data enable our customers to become safer
and more efficient drivers, saving an average
of 4-6% on fuel consumption. These products
focus on giving customers and drivers
feedback, insights and tips to improve fuel
efficiency and reduce vehicle wear and tear.
Customers’ GHG emissions intensity
(gCO
2
e/tkm)
78.9
-1.7%*
* Percentage change baseline–2025.
80.3
79.5
78.9
2025
2024
Jul23–Jun24
51
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Material topics and priorities
@
ESRS S1 Diversity, gender equality, gender
pay gap, equal pay for equal work
@
ESRS S1 Work-life balance
@
ESRS S1 Health and safety, protecting
workers from risk of violence or harassment
@
Making Eurowag a great place to work with
inclusive recruitment, high quality professional
development opportunities, open and inclusive
communication, learning and career
development, networks and community
Sustainability: Investing in our people and communities
Promoting diversity and inclusion,
employee health and engagement
Guided by our values, we place diversity and inclusion, employee health and safety, and active
engagement at the centre of our culture. We recognise that diverse teams strengthen our
business, and we remain committed to continually enhancing the employee experience.
40%
women in leadership roles
1
by 2025
We are proud to have achieved our original 2025 target
and now commit to extend the target to maintain 40%
women in leadership through to 2030.
Women in leadership (%)
40%
+3pp*
* Percentage change 2024–2025.
Targets and progress
DEI and engagement
You can read about our diversity and inclusion,
employee engagement, inclusive recruitment
and career development on pages 22-25.
Achievements
Health and safety of our employees
We take the health, safety and wellbeing of our
employees seriously. In 2025, we strengthened
our Group-wide approach by establishing a
Corporate Health and Safety function and
enhancing a Health, Safety & Environmental
(“HSE”) management system. We introduced a
new legislation audit tool and issued a Truck
Park Handbook to ensure a consistent operational
and HSE framework across all sites.
In 2025, two
customer lives were saved in our
Hungarian truck
parks thanks to swift action
by Eurowag staff.
Competency and training
We expanded role-specific training covering
emergency response, fire safety, security, first
aid and rescue procedures. A new reporting
system encourages employees to report incidents,
near misses and good practices to drive continuous
improvement. In 2025, we recorded no fatalities
or high-consequence injuries. Three work-related
accidents resulted in 37 absence days, giving
a TRIFR of 0.73, and no work-related illness
was reported. Following two incidents involving
work at height, we introduced new “Golden
Rules of Safety” for installations and delivered
targeted training.
Protecting workers from violence
and harassment
Preventing violence and harassment
remains a priority, especially in operational and
customer-facing roles. In 2025, we strengthened
reporting and escalation through a centralised
incident tool and integrated HSE into notifications
to support structured investigations, including
aggression-related cases. We reinforced our
behavioural directive and delivered face-to-face
training in the Czech Republic.
All stations remain monitored by CCTV, and
cash-handling sites have emergency panic
buttons. We also piloted portable alert devices
for lone or night workers. In 2025, no incidents
of threats or violence were recorded at truck
parks under our operational control.
31%
35%
37%
40%
2025
2024
2023
2022
Hazard prevention and controls
We prioritised engineering controls and
safe-design standards to reduce risks at
source. Accountability was clarified through
designated HSE owners, and all truck parks
were equipped with comprehensive CCTV
and multi-sensor detection systems linked to
emergency services. We improved site layouts
to enhance turning circles, visibility and
equipment durability and introduced regular
inspections and testing for critical systems.
A new incident portal enabled proactive
identification and escalation of emerging risks.
Regulatory compliance
All sites maintained full compliance with fire
safety, dangerous goods and environmental
regulations. Fire safety adherence was verified,
dangerous goods requirements fully met,
and firefighting equipment regularly tested.
Spill-prevention systems and environmental
protection procedures also complied with
relevant standards.
Emergency preparedness
and response
We maintain life-saving equipment, protective
gear and multi-layer detection systems across
our premises. Automated external defibrillators
(“AEDs”) were installed at key locations with
trained personnel available to use them.
1. Defined as people leaders with at least 1 direct report.
You can find more DEI disclosure in our ESG Data and
Methodology statement at investors.eurowag.com/sustainability.
52
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
We are committed to making a measurable, positive social impact in the communities where we
operate, through employee-led philanthropy and volunteering, as well as corporate charity
donations and partnerships.
Material topics and priorities
@
Ambition to allocate at least 1% of pre-tax
profit each year to our CSR programme
@
Employee-led philanthropy
@
“Be Better” volunteering days – enabling
employees to support good causes
@
Corporate donations and partnerships
connected to our industry and our purpose
@
ESRS S3 Avoiding noise and light pollution
from truck park operations
Achievements
Eurowag colleagues giving back
In our flagship CSR initiative, Philanthropy
& You, all employees are invited to pick a
non-profit
of their choosing to support. In 2025,
each participating employee was allocated
€150, resulting in a total of €198,000 distributed
among 265 projects in 19 countries. Despite our
highest ever participation since the initiative
was launched, with 1,320 colleagues taking
part, the overall participation rate fell by 3pp
in 2025. We are exploring the reasons for this,
with the objective of raising awareness and
participation in the scheme across all teams
and offices in Eurowag Group.
We continued to encourage employees to
volunteer their time and skills for non-profit
organisations. In 2025, 90 colleagues took
Eligible employees participating in
Philanthropy & You
63%
-3pp*
* Percentage change 2024-2025.
Progress
Creating positive impact in our local communities
Philanthropy & You annual project 2023 2024 2025
Employee participation
(no. employees/% total employees) 1,047/79% 1,295/66% 1,320/63%
Number of good causes supported 275 275 265
Total donation allocated (€000) 246 259 198
Number of countries 14 17 19
disaster events close to our operating communities
in 2025. However, as the war in Ukraine continues
into its fourth year, Eurowag remains committed
to supporting those affected. In 2025, we
donated €20,000 to five organisations via our
charity partner Nadace Via, supporting a range
of initiatives focused on community integration,
humanitarian aid and education.
We also launched an initiative to support Eurowag
employees in times of unexpected personal
crisis or hardship. An employee assistance
fund has been established to provide financial
support to employees in such situations,
reflecting our values and commitment to
employee welfare, by offering compassionate
assistance to employees in extraordinary need.
part in various volunteering activities – 150%
growth on last year – including environmental
clean-up efforts, landscaping projects, helping
at animal shelters and stables, and social work.
Corporate partnerships and
initiatives for social impact
In 2025, we continued our successful partnerships
with TruckHELP Foundation (CZ), Keep Hope
Alive (RO) and Loono (CZ), and established
new partnerships with EBM (SL) and EZB (PL)
focused on reducing litter around truck parks
and offering roadside health checks to truck
drivers, respectively.
Standing together in times of crisis
Eurowag dedicates a portion of the CSR
programme to helping those affected by
crises. Thankfully, there were no natural
Avoid noise and light pollution
from truck park operations
We recognise the potential noise and light
impacts of operating truck parks near residential
areas and take proactive measures to minimise
disturbance. We ensure full compliance with
local regulations, including conducting required
noise assessments – such as the detailed
study completed for our Kozomín site in the
Czech Republic. To reduce light pollution, our
construction standards mandate LED technology
with controlled power output, and we review
design elements to prevent unnecessary glare,
including reconsidering high-visibility structures
like traditional price pylons. We remain attentive
to community concerns, and in 2025 we did
not receive any complaints related to noise or
light pollution.
79%
66%
63%
2025
2024
2023
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Improving driver wellbeing and safety
The shortage of truck drivers across Europe remains a challenge and the attractiveness
of the profession to young people and to women continues to be perceived as low.
An ageing workforce and regulatory changes put strain on capacity whilst drivers continue to encounter difficulties on the road, including long working hours, limited access to
quality rest facilities and concerns about physical and mental wellbeing. Eurowag is committed to supporting the overall health, wellbeing, safety and job satisfaction of truck
drivers. Through our diverse range of products and services, we strive to foster a stronger sense of community, improve working conditions and support driver welfare.
Material topics and priorities
@
ESRS S2 Improving wellbeing of drivers
@
Building drivers’ social network through
our digital platforms
@
Improving the quality and security of
facilities for customers at truck parks
@
Introducing tech services to improve
driver behaviour and safety
Progress
2025 marked the first full year of our operating
a quarterly survey, sent directly to drivers, to
give us insight into their opinions and experience
of what Eurowag does to support their safety
whilst driving and at our truck park facilities,
and improve their wellbeing through our products,
services and tools. We gained useful input for
our service development and were able to
compare our progress from the baselines
established the previous year:
Eurowag supports wellbeing for drivers
76%
2025 76%
2024 77%
Eurowag supports safety in facilities
88%
2025 88%
2024 77%
Eurowag supports safety while driving
84%
2025 84%
2024 76%
Achievements
Facilities for drivers
In 2025 we finished the redevelopment of
customer washrooms in Rozvadov, specifically
designed to maximise driver comfort and welfare.
Incident reporting
Users of Eurowag Navigation are able to
report incidents such as traffic, road closures,
adverse weather conditions, car crashes,
vehicles blocking roads etc. via our app and
this data is shared with the whole community.
Compared to last year, when this feature was
launched, we saw 84% annual increase in
incidents reported and shared to the community.
Medical support on our truck parks
Truck drivers often operate under significant
time pressure, long hours and demanding
working conditions, which can increase
stress and elevate the risk of sudden health
incidents. That is why we work to ensure our
employees at truck parks and operational sites
are trained and prepared to respond quickly
and effectively if an unexpected medical
emergency occurs.
Typically, our truck park colleagues receive
first aid training including defibrillator launch,
fire safety, self-defence and ADR training. We
are also equipping our locations with essential
first aid resources, including defibrillators and
other critical tools, so our teams can provide
immediate support until professional medical
help arrives. In 2025 our employees helped
drivers in need a total of seven times,
providing immediate medical response, first
aid and critical care, scene management and
safety resolution as a result of their training.
Pop-up health checks & first aid training
Professional drivers face elevated health risks,
with many experiencing undiagnosed conditions
due to long hours and limited access to care.
To address this, we launched a new initiative
in Poland with our CSR partner Fundacja EZB,
offering free, on-the-spot health checks and
first aid training at motorway rest areas. Early
events confirmed the high need for prevention,
with most participants showing elevated blood
pressure and one driver identifying dangerously
high blood sugar. The programme also equips
drivers – often first at road incidents – with
essential first aid skills and we plan to expand
it further in 2026.
Inclusiveness in CRT
We sponsored the 3rd National Congress of
Women in Transport in Spain, where we took
the opportunity – together with our sadly
missed influencer and brand ambassador
Oti Cabadas (“Cocotruckergirl”) – to address
issues such as equality, inclusiveness, safety
and female representation in our sector.
Sustainability: Investing in our people and communities continued
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Giving SMEs fair access to technology and finance
Small and medium-sized transport companies form the backbone of the commercial road transport (“CRT”)
sector, yet many continue to face barriers in accessing modern digital tools and affordable financial
services. We are committed to giving SMEs the same opportunities as larger players – helping them
improve operational efficiency, strengthen financial resilience and grow competitively.
Material topics and priorities
@
Giving SMEs fair access to technology
@
Giving SMEs affordable access to
convenient financial services
Achievements
Empowering SMEs with modern
digital tools
EW Office is our digital platform designed
to help SME transport operators run their
businesses more efficiently in one place.
In 2025, we launched its financial module
and began migrating customers from legacy
systems, marking a key step in digitalising the
CRT segment.
At the core of this architecture is the eWallet,
which provides near real-time visibility of
spending, payments and balances, centralising
financial flows and improving usability, control
and operational efficiency.
We also launched Easy Access, a new digital
onboarding tool that enables IVECO dealers
to register customers, finalise contracts and
activate service cards instantly – making the
path from sign-up to first use seamless and
reducing administrative burden for small operators.
Extending affordable and
convenient financial services
To further support SME liquidity and financial
stability, we expanded our service portfolio
with Roadside Services, fully integrated into
the eWallet within EW Office. This allows
customers to manage secure parking, vehicle
washing and roadside assistance transactions
alongside fuel purchases, creating a single,
clear and efficient digital experience.
We also
introduced a new credit flow across six
countries,
using external data sources and
automated credit-limit calculations to deliver
faster, simpler access to working capital.
Within five months, almost 500 cases were
processed,
€4.5 million in limits was approved
and automation
reached 49% – with some
countries significantly higher.
Alongside this, we piloted FlexiPay in Romania,
enabling SMEs to extend payment terms by up
to 30 days for a fee. This service proved
especially valuable for the smallest operators,
where cash flow pressures are most acute.
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EUROWAG Annual Report and Accounts 2025
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We are committed to embedding a strong culture of responsibility and compliance to
uphold trust, safeguard people and data, and ensure we operate ethically and sustainably
across all aspects of our business.
65%
participation in mandatory
compliance training incl.
whistleblowing, anti-bribery
and corruption and anti-money
laundering
100%
new suppliers >€20k assessed
using ESG risk tool from H2 2025
86%
suppliers paid on time
100%
(3 incidents)
data privacy incidents
detected and classified with
full mitigation and learning plans
Responsible business practices
Material topics and priorities
@
ESRS S1 Employee data privacy
@
ESRS S2 Child labour and forced labour
in the supply chain
@
ESRS S4 Customer data privacy
@
ESRS G1 Payment practices
@
ESRS G1 Protection of whistleblowers,
anti-bribery and corruption
@
Promoting sustainable supply chain
practices and responsible procurement
Sustainability: Operating with integrity
Achievements
Compliance and ethical
business practices
In 2025, we strengthened our compliance
framework with a particular focus on fraud risk
management, fair competition and personal
data protection. We also introduced advanced
technologies in our anti-money laundering
(“AML”) systems to keep pace with evolving
regulatory expectations. Our compliance
framework is aligned with globally recognised
standards and international sanctions regimes,
supported by a suite of Group-wide policies
covering anti-harassment and bullying, modern
slavery, personal data protection, anti-bribery
and corruption, AML and counter-terrorism
financing, whistleblower protection, conflicts
of interest and fair competition.
We maintain a robust quality assurance function,
which oversees our quality management system
for products, services and processes. All truck
parks under our operational control in the Czech
Republic and Poland hold ISO 14001:2015
certification, and work is ongoing to extend
certification to other countries.
Progress
Anti-bribery, anti-corruption
and conflicts of interest
Our end-to-end anti-bribery, anti-corruption
and conflicts-of-interest system is built on
Group-wide policies, operational guidelines
and preventative controls. Employees receive
regular training, and concerns can be raised
confidentially through our internal whistleblowing
channels. Any suspected breach triggers a
structured investigation, followed by appropriate
disciplinary action where misconduct is confirmed.
In 2025, we recorded no confirmed incidents
of bribery or corruption, and received no fines,
convictions or legal actions related to
anti-corruption laws.
Speak Up (whistleblowing)
We refined our Speak Up procedure and
promoted wider use of the Eurowag Integrity
Line, which is open to employees, former
employees, third parties and suppliers.
Concerns can be raised confidentially via
multiple channels, including directly to the
Chair of the Audit and Risk Committee for
cases involving potential conflicts of interest.
In 2025, 14 issues were reported (compared to
four in 2024), all related to internal employment
matters. All cases were investigated, resolved
by HR or Compliance, and no human rights
violations were identified.
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Employees who
completed training
AML and partner
screening policy
Anti-competitive
practices
Anti-bribery and
corruption Insider trading
Anti-money
laundering
Data privacy
awareness
Information and
cyber security
Speak-up and
non-retaliation
2023 1,842 (90%) 1,742 (87%) 1,822 (89%) 1,629 (80%) 191 (74%) 1,191 (88%) 901 (77%) 1,885 (91%)
2024 1,712 (82%) 1,741 (84%) 1,808 (86%) 1,618 (77%) 244 (71%) 1,290 (83%) 1,223 (79%) 1,767 (84%)
2025 1,192 (57%) 1,211 (58%) 1,296 (62%) 1,812 (87%) 536 (78%) 1,705 (82%) 1,249 (60%) 1,042 (50%)
Employees who completed training
Human
rights
Fire protection
for managers
Fire protection
for employees
Occupational
safety for
managers
Occupational
safety for
employees
2023 — 50 (88%) 487 (91%) 47 (81%) 479 (91%)
2024 (84%) 59 (87%) 492 (86%) 45 (83%) 522 (92%)
2025 1,074 (82%) 76 (87%) 595 (85%) 76 (88%) 595 (87%)
Compliance training
and ambassadors
Our compliance training modules are regularly
updated, and mandatory topics include
whistleblowing, anti-bribery and corruption,
and anti-money laundering. We target at least
95% participation across the Group, so our
Compliance and HR teams are working together
to address the low completion rates from 2025,
which can be attributed to the ongoing integration
of our acquired companies and the shift to a
new training platform during the year.
We maintained our Compliance Ambassador
network in 2025 and supported the ambassadors
with deep-dive compliance workshops and training
including on data privacy, conflicts of interest,
anti-fraud, whistleblowing and partner screening.
Responsible procurement
In 2025, we strengthened our responsible
procurement approach by fully integrating ESG
risk management into sourcing and supplier
onboarding. From H2 2025, 100% of new suppliers
with an estimated annual spend above €20,000
were assessed using our ESG risk tool, which
evaluates governance, environmental practices,
human rights, and health and safety risks. High-risk
suppliers can be further reviewed, through a
detailed questionnaire, to ensure appropriate
mitigation measures are in place. We reinforced
ethical conduct across the procurement cycle
by embedding our Supplier Code of Conduct
into tendering and contracting, maintaining
strict “No Purchase Order, No Pay” controls,
and ensuring suppliers have full access to our
whistleblowing channels. We piloted the formal
incorporation of ESG considerations into
competitive tenders, with sustainability criteria
weighted alongside cost, quality and risk, helping
us build more transparent, ethical and sustainable
supply chain practices.
Payment practices
Timely payment to suppliers is a core element
of responsible business conduct, and we have
set a target to achieve 90% of invoices paid on
time by 2026. In 2025, our on-time payment
performance reached 86%. Throughout the year
we focused on strengthening our procure-to-pay
processes, reducing end-to-end invoice
processing time from nine to five days,
increasing PO spend compliance from 69%
to 93%, rolling out Coupa across acquired
entities, and automating monthly Accounts
Payable reporting for better monitoring and
escalation. Performance varied by invoice
type, with fuel invoices at 93% on time and
overhead invoices at 75%, influenced mainly
by short payment terms, late invoice receipt,
year-end cash flow timing and delayed
approvals. We had no legal proceedings
related to late payments and remain committed
to continuous improvement to support supplier
financial stability and resilient value chains.
Data protection and
information security
Data protection and information security
remain central to maintaining the trust of our
customers, employees and partners, and in
2025 we continued strengthening our security
posture through robust policies, enhanced
controls and ongoing training. We progressed
toward our target of ensuring 100% of data
privacy incidents are detected, classified and
mitigated, achieving full mitigation plans for all
incidents identified during the year – three in
total, all limited in scope. Our cyber security
and data protection programme, overseen
by the Audit and Risk Committee, embeds
privacy-by-design, continuous risk assessments
and strong employee cyber-hygiene practices.
In 2025 we enhanced monitoring, access
controls and governance, deploying Microsoft
Purview for data classification and loss prevention,
expanding dark-market and threat-intelligence
monitoring, and implementing two-factor
authentication for customer logins. We also
conducted control maturity and regulatory
assessments, including alignment with NIS2,
and introduced new frameworks for data
breach management and responsible use of
AI. These measures support a transparent,
well-governed approach to safeguarding
sensitive data across our operations.
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58
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Climate change and energy transition represent
both a risk and an opportunity for the Group.
Our reputation, operating and compliance costs,
and diversification of revenue may be influenced
by our pace of action, the pace of the energy
transition in the CRT sector, and our customers’
preferences, across the short, medium and
long term. We currently derive a significant
portion of our revenue from fossil fuels payment
transactions. We note that changes in road
transport policy and regulations, the cost of
carbon, carbon taxation, changes in market
demand for alternative fuel and clean mobility
solutions, and the pace of adoption of low-carbon
powertrains by our customers can all influence
the level of risk and opportunity for the business.
We also recognise that extreme weather events
could pose some risk to business continuity.
In addition, we have made a commitment to
reduce our own carbon footprint, as well as
to offer solutions to help customers make
the transition to a more efficient and lower
carbon future.
The following disclosure is aligned with the
TCFD recommended disclosures and reflects
the preparations we are making towards IFRS
S2, in anticipation of future UK Sustainability
Reporting Standards (UK SRS) requirements.
Both frameworks allow the Company to report
consistently on the impact of the climate-related
risks and opportunities identified, under different
climate scenarios, on all aspects of its business.
It also allows Eurowag to assess its resilience
to those risks and opportunities, as well as
how these might impact strategy and
financial performance.
TCFD index table
TCFD recommendation Recommended disclosure
Location
of disclosure
Governance
Disclose the organisation’s
governance around
climate-related issues
and opportunities.
Describe the Board’s oversight of climate-related
risks and opportunities.
page 59
Strategy
Disclose the actual
and potential impacts
of climate-related risks
and opportunities on the
organisation’s business,
strategy and financial
planning where such
information is material.
Describe the climate-related risks and opportunities
the organisation has identified over the short,
medium and long term.
page 59
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
page 60
Risk management
Disclose how the
organisation identifies,
assesses and manages
climate-related risks.
Describe the organisation’s processes for identifying
and assessing climate-related risks.
page 61
Describe the organisation’s processes for managing
climate-related risks.
page 61
Describe how processes for identifying, assessing
and managing climate-related risks are integrated
into the organisation’s overall risk management.
page 61
Metrics and targets
Disclose the metrics and
targets used to assess
and manage relevant
climate related risks and
opportunities where such
information is material.
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in-line
with its strategy and risk management process.
page 62
Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 GHG emissions, and the related risks.
page 62
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
page 62
This section sets out Eurowag’s climate-related
financial disclosure, current approach and
future plans, consistent with all of the TCFD
recommended disclosures, in compliance with
the FCA Listing Rule 9.8.6R(8) and Companies
Act Climate-related Financial Disclosure
requirements (“CFD”). In preparation of this
TCFD statement, we also considered the
supplemental guidance for the Transportation
Group, given our connection with the trucking
service industry. Eurowag has focused on the
potential impacts flagged by the guidance
through our assessments of risks:
@
The Group assessed both physical and
transition risks, including (i) a potential decline
in revenue from fossil fuels due to legislative
and market changes; (ii) impacts arising from
reduced lending activity and lower payment
collections from our customers; (iii) the potential
for more frequent climate-driven economic
crises and recessions affecting our revenues;
and (iv) reputational risks related to branding
and talent acquisition
@
On opportunities, we focused on our
commitment to support the CRT sector’s
transition to a low-carbon industry by
offering new solutions and technologies
to our customers
@
The Group’s targets are aligned with the
transition towards a lower carbon future,
where alternative fuels represent a higher
proportion of the energy delivered to our
customers (see page 50, the Accelerating
the energy transition section)
Our approach in this area is evolving in line
with developing best practice.
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Governance
Board oversight of climate-related
risks and opportunities
The Board oversees climate-related risks and
opportunities as part of its overall consideration
of our sustainability strategy. It oversees climate
risks specifically through the Audit and Risk
Committee, which reviews all principal risks,
including climate change. Sustainability is also
covered at Board meetings through updates
from the VP of Sustainability and CSR.
In February 2025 the Board reviewed the
outcomes of our Double Materiality Assessment,
including impacts, risks and opportunities
connected to climate change, as well as the
business’ sustainability action plan for the
year, including actions to reduce our Scope 1
and 2 emissions and to help customers to
reduce emissions. The Board reviewed the
sustainability KPIs and approved a revision to
the baseline and target date for our ambition to
help reduce customer emissions intensity by
20%, as presented in our Annual Report 2024.
In July 2025 the Board reviewed and approved
our refreshed sustainability strategy, focusing
on the Company’s material impacts, risks and
opportunities including climate-related risks,
impacts and opportunities.
In December the Board approved the updated
ESG and Sustainability Policy.
With continuously growing expectations and
pace of action on climate-related risks, the full
Board will continue to receive comprehensive
updates as needed.
Eurowag will continue to review and, if
necessary, adapt the Group’s governance
process to ensure alignment with evolving
good practice.
The role of management in
assessing and managing climate
related risks and opportunities
At a management level, the ESG Executive
Committee is responsible for identifying,
assessing and managing climate risks and
opportunities, and delegating to the Group
risk function to ensure climate risks follow
the risk management framework. In 2025,
the ESG Executive Committee reviewed and
approved our refreshed sustainability strategy,
including the Company’s net zero roadmap
and climate-related targets. Currently, transition
risks are part of the control framework for the
Group. Climate-related regulatory, compliance
and policy risks are captured as part of the
risk process.
In 2025, 20% of the Executive Committee
members’ bonuses were tied to individual
performance metrics. For our then Chief
Product and Strategy Officer, Chief Operating
Officer and Senior Vice President Energy,
that included climate metrics (operational
emissions reduction and customer emissions
intensity reduction).
The VP of Sustainability and CSR holds overall
responsibility for the execution of the Group’s
climate strategy. This includes driving the
identification, management and integration
of climate-related risks and opportunities
into the Group’s strategic approach.
Specifically, the VP of Sustainability and CSR
defines and leads the climate-related strategy,
while Executive Committee members and their
functional leadership teams execute the strategy
within their respective functions. The ESG
Executive Committee oversees and evaluates
the Group’s progress towards achieving its
GHG emissions reduction targets, ensuring
alignment with the identified climate risks
and opportunities.
In 2025, the Group updated its Sustainability
and ESG policy to set out our commitments
and governance approach to embedding
sustainability into our business operations and
managing environmental, social and governance
risks and opportunities, which is integral to the
realisation of Eurowag’s purpose. This policy
underpins our ability to monitor, report and
manage progress on climate-related goals.
Our sustainability function plays a critical role
in embedding climate considerations within
the Group’s decision making processes.
Through close collaboration with business
representatives, this function supports the
day-to-day delivery of our climate strategy,
ensuring actions are aligned with the
broader climate-related risks and
opportunities framework.
Y
Eurowag’sgovernancestructurefor
climate‑related risks and opportunities
is summarised in the graphic on page 45
Our approach in this area is evolving in line
with developing best practice.
Going forward, we will continue to review the
climate risks associated with any M&A activity,
as well as country level activities that could
create climate-related risks or opportunities
for the Group.
Strategy
The climate-related risks and
opportunities the organisation
has identified over the short,
medium and long term
The heart of our strategy is helping our
customers thrive in a digital, low-carbon future.
We have made commitments to reducing our
carbon footprint in our operations and supply
chain and to reach net zero by 2050.
In 2025, we reviewed the short to long-term
climate-related physical and transitional risks
and opportunities first identified through a
series of workshops with business units and
functional leaders in 2022. We assessed the
resilience of our strategy in three plausible
future climate scenarios through four lenses:
assets and employees; business model; supply
chain; and customers. The climate-related
risks and opportunities identified are presented
in the table starting on page 64.
Eurowag continues to monitor external tools
and the latest climate science to assess the
physical and transition risks associated with
climate change, and will report on how this has
guided our strategy in through our annual reports.
In 2025 we updated our sustainability strategy,
including our net zero roadmap.
In 2026 we plan to align our climate-related
disclosures with IFRS S2 (“ISSB”), which
builds on and supersedes TCFD, in
anticipation of future UK Sustainability
Reporting Standards requirements.
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Strategic report Corporate governance• • Financial statements
Strategy continued
The impact of climate-related
risks and opportunities on the
organisation’s businesses,
strategy and financial planning
Eurowag quantified the impacts of the
identified climate-related risks and opportunities
where possible and enhanced its climate risk
quantification methodology using the latest
scenario analysis and financial data. Risks and
opportunities have been assessed for their
financial impact. A gross risk rating has been
given to each risk identified. The results are
presented in the table starting on page 64.
Climate was considered as part of the preparation
of the Viability statement (see the Viability
statement on page 40) as well as the financial
statements for 2025. The assessment and
review of climate-related risks and opportunities
are integrated with the assessment and review
of all other risks (see the Risk management
section on page 32). As part of this assessment,
climate change has been designated as a
principal risk (see the Principal risks register
section on page 34). The impact has been
classified as per the table on page 41.
We reviewed the physical risks for our assets
and updated the assessment for our acquired
assets. We modelled the financial impact using
public data from trusted sources (e.g. EU Joint
Research Centre, European Environment Agency,
World Bank and WRI), historical flood maps,
WWF Risk filters. In addition, we evaluated
key material transition risks related to policy,
technology, market, and reputational factors.
The Group’s reputation, operating and compliance
costs, and diversification of revenue may be
influenced by our pace of action, as well as the
pace of the energy transition within the broader
CRT-enabling ecosystem and by customers’
preferences across the short, medium and
long term. The energy transition poses challenges
for our small and medium-sized customers,
including the availability of sufficient charging
and alternative fuel networks, rapidly evolving
and yet unstable regulation raising business
risk significantly, an uneven approach on taxation
and subsidy programmes across Europe, and
limited availability of viable battery and alternative
fuels trucks for CRT in the near term, all of
which affect transition risks and the total cost
of ownership as key barriers for mass adoption
of sustainable alternatives.
We recognise that extreme weather events
could pose some risk to business continuity
and that it is imperative to take responsibility
to reduce its own carbon footprint (see our
target to reduce Scope 1 and 2 emissions by
2030 on page 47), and contribute to solutions
to help our customers make the transition to
a low-carbon future.
To address these risks and the opportunities,
we are:
@
Expanding our acceptance network to
support uptake of alternative fuels including
HVO and bioLNG and HVO
@
Investing in CRT electrification through our
CRT-focused eMobility Service Provider
(eMSP) platform – being developed to
deliver Charging-as-a-Service, EV network
access and fleet charging solutions across
Europe, including links to all major Charge
Point Operators
@
Investing in digitisation and technologies to
improve efficiency within the CRT ecosystem
and thus decrease energy intensity per
tonne kilometre of transported goods
@
Exploring how carbon reduction for our
operations, as well as investment in products
and services to support customers with
efficiency and emissions reductions, will
be a factor in capex investment decisions
The risk, finance, strategy and sustainability
functions will continue to work together to
ensure regular reviews are in place to assess
the impact of our climate-related risks and
related mitigation measures.
The resilience of the organisation’s
strategy, taking into consideration
different climate-related scenarios,
including a 2°C or lower scenario
In 2025 the Company has updated the three
climate scenarios used to identify physical and
transitional climate risks and opportunities and
to test the resilience of the Group’s strategy in
each scenario. The first is a 1.8°C scenario,
where action taken around the world has achieved
the aims set out in the 2015 Paris Agreement
and global temperature growth has been limited
below 2°C, compared with pre-industrial levels.
But that does not mean everything is the same
as today. There have been some physical
changes and achieving this goal has required
a substantial shift in policy and behaviour.
The second scenario is a 2.7°C world
(the current trajectory), where change ebbs
and flows in the consciousness of leaders and
the general public alike. Some action has been
taken, but in other areas it’s business as usual
and global temperatures continue to climb,
albeit slowly. And the impact of global
warming is clear to see.
The third is a 4.4°C scenario where economies
around the world have continued to be powered
by fossil fuels and promises made by global
leaders have been largely ignored. Life has
continued much the same. As a result, the
planet is in crisis and well past the point of no
return by 2030. Global warming has accelerated.
This is not doomsday, but the changes in climate
are everywhere, tangible, and in some
cases catastrophic.
In 2025, Eurowag updated its sustainability
strategy including reviewing our roadmap to
reach net zero by 2050. By implementing this
roadmap, we aim to support our customers’
transition to a low-carbon world and thus
reduce the Company’s exposure to potential
climate-related risks and strengthen our ability
to capture opportunities (see our net zero
roadmap in the Sustainability report).
Please see page 40 for the Company’s
Viability statement and more detail on the
resilience of Eurowag’s business strategy.
Eurowag will continue to ensure that our
business strategy and management approach
are resilient when considering these different
plausible futures.
The risk and sustainability functions will
continue to review the business continuity
plans for assets in order to ensure that
considerations from the climate scenarios
are taken into account in the plans. In line
with best practice, Eurowag will also review
the scenario analysis in 2026.
TCFD continued
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Risk management
The organisation’s processes
for identifying and assessing
climate-related risks
The Board is accountable for overseeing
climate-related risks and opportunities, with
escalation through the Group risk management
framework to the Audit and Risk Committee.
Climate risk is designated as a principal risk
(see the Principal risks register section on
page 34).
Our climate risk identification and assessment
process was established in 2022 through
scenario-based workshops with business units
and functions, and has since been strengthened
through financial quantification led by Finance
from 2023. The impact of transitional and physical
risks is assessed over a short to long-term
timeframes, defined on page 64. The identified
risks are assessed at different levels of the
business focusing on both financial and
strategic impacts.
In 2024, we undertook a Double Materiality
Assessment including analysing climate-related
impacts, risks and opportunities and in 2025
the Finance and Sustainability teams have
worked together to enhance our climate risk
quantification methodology by integrating a
more granular scenario analysis, underpinned
by updated financial datasets.
The organisation’s processes for
managing climate-related risks
Eurowag’s process for managing climate-related
risks and opportunities was established in
2021 through its initial materiality analysis and
2022 scenario analysis. On review in 2024, the
scenario analysis was found to be sufficient
and no modifications were made. Following
the identification of climate-related risk and
opportunities, Eurowag outlined a number of
initiatives to reduce its operational and supply
chain emissions, as well as developing products
and services to help its CRT customers reduce
their emissions. This process included the
review and development of opportunities
with individual business units.
In 2025, we continued to embed these
key initiatives and priorities into the Group’s
governance, strategy cascade, and initiative
planning, as highlighted in our annual
Sustainability Report. Also in preparation
for aligning our climate-related disclosures
with IFRS S2 (“ISSB”), we introduced several
methodological changes compared with prior
periods, which are explored in the following
pages. These updates reflect the expected
maturation of climate risk reporting.
The VP of Sustainability and CSR is
responsible for coordinating the management
of climate-related risks and controls across
Eurowag. This includes setting the Company’s
climate strategy, which includes its GHG
reduction targets; collecting and analysing
environmental data to identify hotspots;
defining and agreeing reduction plans;
and engaging functional leadership teams.
The energy and carbon intensive nature of our
fuel business, reflected in our Scope 3 GHG
emissions data, is the main driver for most of
the risks presented in our climate-related risks
and opportunities table (see page 64). As part
of our process to manage these risks, in 2025,
Eurowag continued to closely monitor and review
its emissions data across Scope 1, 2 and 3, and
focused on the following reduction activities:
@
We have reduced our Scope 1 and 2
market-based emissions in 2025, compared
to our 2023 baseline (see page 47). This
has been achieved through measures that
included increasing on-site renewable energy
generation by installing PV panels at our
truck parks and establishing a renewable
energy sharing partnership in the
Czech Republic
@
With Scope 3 being the largest share of our
GHG emissions, we continued to focus on
helping to reduce our customers’ energy
intensity through improved efficiency and
access to alternative fuels.
Y
To find out more, please see our accelerating
the energy transition and helping customers
reduce GHG emissions intensity sections
on pages 50 and 51 and our Sustainability
report available on our website
Integration of the processes for
identifying, assessing and managing
climate-related risks into the
organisation’s overall risk management
Climate change risk is a principal risk and
is assessed alongside the Company’s other
principal risks as part of the overall risk
management framework (see the Principal
risks register section on page 34). The process
for identifying, assessing and managing
climate-related risks as part of the overall
risk management is as follows:
@
Climate change risks are evaluated in line
with the risk management framework and
following the accepted system of three lines
of defence
@
As part of the overall risk process, climate
risks are escalated to the risk function, which
then prepares the risk update for the Audit
and Risk Committee. This Committee reviews
the climate-related risks and opportunities and
designates climate change as a principal risk
@
Climate risk is treated like other risks
(e.g. people, technology, etc.)
Eurowag will continue to monitor external tools
and the latest climate science to assess the
physical and transition risks associated with
climate change, and will report on how this
has guided its strategy in future reports.
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Metrics and targets
The metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy
and risk management process
Eurowag started to quantify the financial
impact of climate-related risks in 2022,
focusing on physical risks initially. In 2024,
we strengthened our methodology for
quantification and expanded the scope to
cover both physical and transitional risks.
Eurowag has disclosed annually its Scope 1
and 2 (both location and market based) as well
as its Scope 3 emissions in the Annual Report
and Accounts. The Company also publishes
intensity indicators of carbon emissions from
Scope 1 and 2 (see the Sustainability section
on page 48). Eurowag will continue to monitor
and disclose climate-related metrics on an
annual basis.
We report performance on a Group-wide
basis. Our reporting boundaries are defined
by financial control as explained by the
Greenhouse Gas (“GHG”) Protocol.
GHG emissions and their related risks
Eurowag has disclosed its Scope 1 and 2 (both
location and market based) as well as its Scope
3 GHG emissions for the last five years in the
Company’s Annual Report and Accounts and its
CDP 2025 submission. These calculations can
be found on page 48. We will continue to refine
our approach to quantification of climate risk as
new external tools and information are being
released, keeping a close eye on any
new development.
Targets
We have set a target to reduce our absolute
Scope 1 and 2 (market-based) emissions by
50% by 2030, from a 2023 baseline, as well as
a set of targets to drive the decarbonisation of
our value chain, including a net zero target
by 2050.
The full set of targets can be found on page
47, and more information can be found in our
Sustainability report available on our website,
regarding targets, progress and activities.
These targets include a range of actions that
will help us become net zero by 2050, while
acknowledging business growth in the short,
medium and long term. This includes the
following operational targets:
@
80,000 active alternatively fuelled trucks
using Eurowag products and services by 2030.
This target is dependent on the penetration
of alternative vehicles in the market. The risk
of us not meeting this target is therefore directly
correlated to the success of the penetration
of alternative vehicles in the market. The
potential financial impact of that risk is
expected to be minimal for us. Our digital
ecosystem, product and service offering is
suitable for alternative trucks as well as for
the more traditional segment of ICE vehicles,
therefore not meeting the target would not
pose a direct impact to our revenues
@
No diesel-related products in Eurowag’s
portfolio by 2050
@
20% carbon intensity reduction per tkm by
2035 (gCO
2
e/tkm) of Eurowag telematics
customers, compared to Jul’23-Jun’24 baseline
The ESG Executive Committee reviews
progress towards these targets and we report
performance annually through the Annual
Report and Accounts.
The following changes have
been made, compared to 2024
Risk quantification
In preparation for aligning our climate-related
disclosures with IFRS S2 (“ISSB”), we introduced
several methodological changes. These updates
reflect the maturation of climate risk reporting:
@
We included in the quantitative analysis only
those impacts that are financially material,
quantifiable with a reasonable level of
confidence, and relevant within the Group’s
strategic planning horizons
@
We extended the time horizons to better
model scenario impacts in 2035 and 2050
@
We enhanced precision by using primary
finance and insurance data
@
We improved granularity through bottom-up,
asset-level modelling
@
We updated climate scenarios to align with
the latest science and the recommendations
of IFRS S2 and ESRS E1
@
We modelled financial impacts separately
for each climate scenario and risk
@
We updated growth and inflation
input parameters
TCFD continued
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EUROWAG Annual Report and Accounts 2025
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Scenario analysis
Introduction
To comply with the TCFD recommended
disclosure on strategy, Eurowag has carried
out a climate scenario analysis. Through this
analysis, the Group aims to identify the resilience
of its strategy under three possible climate
futures; to identify physical and transition risks
and opportunities; and to identify actions to
mitigate risks and capture opportunities.
The three scenarios were updated in 2025
(1 from 1.5˚C to 1.8˚C, 2 from 2˚C to 2.7˚C and
3 from 3˚C to 4.4˚C) to reflect the evolution
in pathway likelihood since the exercise
was first carried out. The scenarios are built
based on publicly available scenarios from
the Intergovernmental Panel on Climate Change
(“IPCC”) Representative Concentration Pathways
(“RCPs”) and Shared Socioeconomic Pathways
(“SSPs”), International Energy Agency (“IEA”),
and Principles for Responsible Investment
Inevitable Policy Response (“PRI IPR”).
The three scenarios are summarised in the
section below. Our scenarios
describe the pathway
towards different temperature outcomes by 2100.
Because scenarios are models, rather than
precise predictions of the future, they describe
changes on a decadal level. They use a mix of
qualitative and quantitative information and
were applied through four lenses: assets and
employees; business model; supply chain;
and customers.
We used a number of sources, which contribute
insights on different elements of climate change.
The IPCC RCP scenarios are about physical
changes, the SSPs are focused on wider societal
changes and the IEA scenarios provide specific
insights on electrification of transport. To that
end, the different scenarios help inform
different parts of our analysis.
Scenario 1
A better low-carbon world
(1.8˚C)
Scenario 2
Uncertain, volatile world
(current trajectory) (2.7˚C)
Scenario 3
Breach of planetary
boundaries (4.4˚C)
IPCC scenarios
RCP2.6/SSP1 RCP4.5/SSP2 RCP6.0/SSP5
Summary
Action taken worldwide has
successfully achieved the aims
set out in the 2015 Paris Agreement:
global temperature increases have
been limited to 2°C above pre-industrial
levels. This scenario envisions a
world prioritising sustainability, with
a strong focus on achieving global
sustainable development goals, reducing
inequality, and transitioning to a
low-carbon economy. Economic
growth is inclusive, and environmental
awareness drives policies and innovation.
This scenario represents the current
trajectory implied by existing government
commitments, if all pledges are fulfilled.
The world follows a path in which
social, economic and technological
trends do not shift markedly from
historical patterns. Some action has
been taken, but it’s very much business
as usual. It’s a bit better but global
temperatures continue to climb. And
the impacts are clear to see for many.
Progress on sustainability is uneven
and global development goals are
achieved only partially. Socioeconomic
development proceeds at a moderate
pace, with no extreme changes in
policies or societal behaviour.
Economies around the world have
continued to be powered by fossil
fuels and promises made by global
leaders have been largely ignored.
There is significant technological
innovation, but environmental
concerns are secondary to rapid
economic expansion. As a result,
the planet is in crisis and well the
past point of no return by 2030.
Planetary boundaries have been
breached and global warming has
accelerated significantly. This is not
doomsday, but the changes in climate
are all around, tangible and in some
cases catastrophic.
IEA scenarios
Global EV Outlook: Sustainable
Development Scenario (“SDS”)
Global EV Outlook: Stated & Expected
Policies Scenario (“STEPS”) and SDS
N/A
Other data
sources
Climate Analytics, Climate Impact Explorer; Climate Central, Surging Seas: Sea Level Rise Analysis; Climate Interactive,
EN-ROADS Climate Change Solutions Simulator
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EUROWAG Annual Report and Accounts 2025
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Scenario analysis continued
Risks and opportunities
The risks and opportunities that were identified as part of the
climate scenario analysis are summarised in the below table.
We defined likelihood and timeframe as follows:
Risk Category Description
Potential impact assessment (€m)
Management actions
Climate
scenario
Short-term
financial impact
(Per annum)
Medium-term
financial impact
(Per annum)
Long-term
financial impact
(Per annum)
Climate-related physical risks
Floods Acute Flooding from extreme weather can
disrupt our operations by limiting
access to sites and routes. It may
prevent employees from reaching
workplaces, damage buildings and
increase repair costs, and in acute
cases force temporary closures.
A better low carbon
world (1.8˚C)
€0.1m €0.1m €0.2m
Conduct regular assessment of climate risks
associated with our current physical portfolio
to ensure we monitor the physical
climate-related risks.
Periodically review business continuity plans
to ensure risks are factored into planning in
the short and medium term.
Eurowag has an established hybrid working
from home policy that was successfully
tested during the COVID-19 pandemic.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€0.1m €0.1m €0.5m
Breach of planetary
boundaries (4.4˚C)
€0.1m €0.1m €0.7m
TCFD continued
Timeframe # of years
Short 1–3 years
Medium 3–10 years
Long 10+ years
Eurowag evaluates the gross risk based on the likelihood that a risk or opportunity materialises and its potential impact on cash flow. The management approach column in our risks and opportunities
table shows our approach to mitigate those risks. At present, we feel that our approach is robust enough to mitigate those inherent risks.
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Risk Category Description
Potential impact assessment (€m)
Management actions
Climate
scenario
Short-term
financial impact
(Per annum)
Medium-term
financial impact
(Per annum)
Long-term
financial impact
(Per annum)
Climate-related transition risks
Decline in revenue
from fossil fuels
Market/Policy
& legal
Accelerated fossil-fuel phase-outs
driven by legislation and market shifts
could reduce demand and revenue
sales of fuels. The risk is heightened
if our transition plan would not clearly
replace the current fossil-fuel
revenue base with scalable,
profitable alternatives.
A better low carbon
world (1.8˚C)
€0.0m €2.7m €6.8m
Our current payments and mobility solutions
business model, and our commitment to
play a role in the transition to low-carbon
economies will allow us to ensure a shift
in our products and services offering. Our
approach is energy agnostic, and we are able
to provide access and process transactions
for fossil fuels, alternative fuels and electricity.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€0.0m €1.8m €4.5m
Breach of planetary
boundaries (4.4˚C)
€0.0m €0.0m €0.2m
Client default risk Market/Policy
& legal
Market and regulatory shifts toward
decarbonisation could weaken the
financial viability of some small and
mid-sized CRT customers, and
increasing our expenses and
credit risk.
A better low carbon
world (1.8˚C)
€15.9m €17.8m €16.9m
We provide support, including tools and
technology, to our customers, facilitating
their transition to low-carbon economies.
We do this by focusing on improving
efficiency with technology and giving
customers access to alternative fuels.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€15.9m €29.5m €28.1m
Breach of planetary
boundaries (4.4˚C)
€15.9m €15.9m €49.0m
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EUROWAG Annual Report and Accounts 2025
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TCFD continued
Risk Category Description
Potential impact assessment (€m)
Management actions
Climate
scenario
Short-term
financial impact
(Per annum)
Medium-term
financial impact
(Per annum)
Long-term
financial impact
(Per annum)
Climate-related transition risks continued
Recessions Market Economic recession driven by climate
and societal disruption could lower
freight volumes and impact our
customers. At the same time, higher
fuel costs could increase operating
expenses across the trucking value
chain, further weakening sector
profitability and customer demand.
A better low carbon
world (1.8˚C)
€1.8m €10.5m €16.3m
We expand credit and lending options,
and offer other financial solutions to
help customers manage cash-flow
through downturns.
We also diversify revenues and grow
non-fuel and subscription-based services
(tolls, fleet services, digital solutions) to
reduce sensitivity to freight cycles.
Our priority is helping customers lower
operating costs: tools and services that
improve fuel efficiency, route planning,
and spend control to keep fleets viable
when volumes/rates fall.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€1.8m €7.4m €10.5m
Breach of planetary
boundaries (4.4˚C)
€1.8m €14.8m €21m
Challenges with
talent retention
and attraction
Reputation Rising climate awareness may
increase branding stigma around our
fossil fuel-linked revenues, making it
harder to attract and retain talent and
purpose-driven employees. This
could drive higher turnover, costs and
require higher salaries to offset
perceived reputational risk.
A better low carbon
world (1.8˚C)
€0.1m €32.7m €96.2m
We continue to clearly communicate our
employee value proposition and sustainability
strategy, demonstrating measurable progress
on decarbonisation and reinforcing our
position as a sustainability leader.
We set clear targets, publish transparent
reporting, and highlight transition offerings
(e-mobility, alternative fuels, advisory) to
support our sustainability leadership.
We reduce reliance on “green wage premiums”
by communicating total rewards perspective
improving non-pay factors (career paths,
flexibility, culture) and addressing turnover
drivers early.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€0.1m €16.3m €39.7m
Breach of planetary
boundaries (4.4˚C)
€0.1m €32.7m €163.1m
Scenario analysis continued
Risks and opportunities continued
67
EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Risk Category Description
Potential impact assessment (€m)
Management actions
Climate
scenario
Short-term
financial impact
(Per annum)
Medium-term
financial impact
(Per annum)
Long-term
financial impact
(Per annum)
Climate-related transition opportunity
Increased revenue Market Supporting CRT customers to
decarbonise is a growth opportunity:
by embedding the energy transition
into our business model and offering
new tools, technologies and services,
we can lead the shift to low-carbon
transport, strengthen differentiation
versus peers, and create new
revenue streams.
A better low carbon
world (1.8˚C)
€1.8m €10.4m €38.5m
We are continuing to grow our ambition and
working to support the transition to cleaner
mobility in the CRT sector.
We deeply embedded decarbonisation into
our strategy & product roadmaps, integrated
energy transition objectives into core
planning, KPIs and investment decisions.
We scale Decarbonisation-as-a-Service
offers, expanding alternative-fuel solutions,
e-mobility services, carbon data/analytics
and advisory products for CRT customers.
We develop partnerships & ecosystem and
collaborate with vehicle OEMs, charging/fuelling
providers and infrastructure partners to broaden
solutions and improve customer access.
Uncertain, volatile
world (current
trajectory) (2.7˚C)
€0.8m €1.6m €2.1m
Breach of planetary
boundaries (4.4˚C)
€0.8m €1.2m €1.7m
Non‑financial and sustainability information statement
The table below constitutes the Eurowag Non-Financial and Sustainability Statement, produced in compliance with the non-financial reporting requirements set out in Sections
414CA and 414CB of the Companies Act 2006. Information relating to each section of the non-financial reporting requirements has been incorporated via cross-reference.
Reporting
requirement Policies and standards
Additional information related to our policies
and standards
Climate-related
financial
disclosures
@
TCFD disclosures Climate risk and TCFD statement, page 58
ESG governance framework, page 45
Environmental
matters
@
ESG strategy
@
ESG policy
Sustainability strategy, page 44
ESG governance framework, page 45
TCFD statement, page 58
Main activities undertaken during the
financial year, page 75
Employees
@
Eurowag values
@
Code of conduct
@
Speak Up (Whistleblowing) policy
@
Health and safety policy
@
Grievance policy
@
Anti-harassment and
anti-bullying policy
S172 statement, page 18
Main activities undertaken during the
financial year, page 75
Engagement with the workforce, page 19
Developing our culture, page 22
DEI, page 23
Social matters
@
Modern slavery and human
trafficking policy
Sustainability, page 43
DEI, page 23
Human rights
@
Modern slavery and human
trafficking policy
@
Anti-bullying and
anti-harassment policy
@
Personal data protection policy
@
Personal data directive
Responsible business practices, page 56
Reporting
requirement Policies and standards
Additional information related to our policies
and standards
Anti-corruption
and anti-bribery
matters
@
Anti-bribery and corruption policy
@
AML policy
@
System of internal principles
Partner screening directive
@
Conflicts of interest policy
@
Market Abuse Regulation
procedures manual
@
Related Parties Transactions policy
@
Significant Transactions policy
Responsible business practices, page
56
Principal risks
relating to
requirements
@
n/a Risk management, page 32
Business model
@
n/a Business model, page 16
Non-financial
KPIs
@
n/a
Key performance indicators, page 8
This Strategic report was approved by and signed by order of the Board by:
Victoria Penrice FCG
25 March 2026
Non-financial and sustainability
information statement
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70 Chair’s introduction to governance
72 Board of Directors
74 Corporate governance report
82 Nomination and Governance Committee report
85 Audit and Risk Committee report
93 Remuneration report
113 Directors’ report
Corporate
governance
69
EUROWAG Annual Report and Accounts 2025
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Our responsibilities to our
stakeholders are central
to our approach to
decision making.”
Letter from the Board Chair
Chair’s introduction to governance
We thank Paul, Sharon and Sophie for
their contributions to Eurowag during
their respective tenures on the Board.
The Board will continue to challenge its
composition during its annual reviews to
ensure it has sufficient capabilities to meet
our responsibilities to deliver value to
our stakeholders.
Commitment to diversity
Our Diversity and Inclusion Policy is aspirational;
we commit to no fewer than 50% of women on
the Board and at least one Director from an
ethnic minority as a medium‑term objective.
Currently the percentage of women on the
Board is 29%, which is below our aspirations.
We nevertheless remain committed to
our aspiration.
We also consider diversity of ethnicity, culture,
and cognitive and personal strengths. The
Board believes that we should be representative
of our stakeholders, including our people, our
shareholders, and the markets in which we operate.
Further information on our Board’s
composition and diversity can be found on
page 78 in the Corporate governance report
and pages 82 to 84 of the Nomination and
Governance Committee report.
Dear fellow
shareholders,
I am pleased to present our 2025 Corporate
governance report setting out how the Board
has approached the governance of the
Company during the year. As you are aware,
there have been significant changes to the
Board’s composition during the year resulting
in cost savings and operational efficiencies
with a smaller team.
Good governance supports quality decision
making and we recognise the importance of
robust corporate governance practices and
our responsibilities under the 2024 UK Corporate
Governance Code (the “Code”)and the
responsibilities we owe to our stakeholders
more generally. These are kept central in our
approach to decision making. For more details
on how the Board has implemented the Code,
please see page 74.
Our Board continues to consider the views of
our key stakeholders throughout its decision
making. Further details can be found in our
“Engaging with our stakeholders” section on
pages 18 to 21, including the considerations
the Board gave as part of its decision‑making
process during the year.
Changes to our Board
As announced in January 2025, Paul Manduca,
who joined the Board in September 2021,
stepped down from the Board following the
Annual General Meeting (“AGM”) on 22 May 2025.
I then took on the position of Chair of the Board.
Also in January 2025, we announced that
Sharon Baylay‑Bell, who chaired the Remuneration
Committee, would leave the Board in February
2025, and Sophie Krishnan became Chair of
the Remuneration Committee at that point.
On becoming Chair of the Board on 22 May 2025
I stood down as Chair of the Audit and Risk
Committee and took on the position of Chair
of the Nomination and Governance Committee.
Mirjana Blume took on the role of Chair of the
Audit and Risk Committee. On the same day,
Kevin Li Ying and Sophie Krishnan joined the
Nomination and Governance Committee.
On 11 December 2025, we announced that
Sophie Krishnan would step down from the Board
on 28 February 2026 and on 22 January 2026,
we announced the appointment of Linda Myers
as a Non‑Executive Director with effect from
2 February 2026. Linda took on the role of
Chair of the Remuneration Committee on
28 February 2026.
Steve Dryden
Chair
70
EUROWAG Annual Report and Accounts 2025
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Board effectiveness
In line with the Code, the Company performed a
comprehensive evaluation during the year, which
included an evaluation of the Board committees.
The evaluation was facilitated externally by
Lintstock Limited, and independent advisory
firm, and supplemented by discussions between
the individual directors and the Senior
Non‑Executive Director, Mirjana Blume.
Further details on our 2025 evaluation can
be found on page 84 in the Nomination and
Governance Committee report.
Engagement with our workforce
Sophie Krishnan was the Board’s representative
for the workforce during the year. Sophie and
Kevin Li Ying met on a regular basis with our
employees to better understand the development
of Eurowag Office, to share best practice and
offer constructive challenge.
During the year both Sophie and Kevin met
with employees at our Bratislava office and
attended meetings with employees in Prague.
Additionally, I held a “townhall” meeting with
employees in Bratislava, including a question
and answer session. On becoming Chair of
the Audit and Risk Committee, Mirjana Blume
spent a day with the finance team in Prague
to understand its issues and concerns.
Our Board introduced its Speak Up (Whistleblowing)
Policy in September 2023, which allows
employees a simple and effective channel to
raise concerns and grievances. Further details
about our Speak Up (Whistleblowing) Policy
and procedures can be found on page 92.
The Board and the Executive Directors actively
promote this policy across the Company.
Engagement with
our shareholders
The support of our shareholders has been
integral to the Company’s achievements
during 2025. I would like to thank our
shareholders again for the continued
support they gave to the Company.
I met with certain major shareholders shortly
after becoming Chair of the Board to gain a
better understanding of their priorities, issues
and concerns. Before the Extraordinary
General Meeting held in September, Sophie
Krishnan and I again met with shareholders
to discuss our approach to remuneration. Our
Executive Directors, supported by our brokers,
undertook investor meetings in Europe and
North America and met with existing and
prospective shareholders. Our Board will
continue our engagement activities with our
shareholders, and I look forward to meeting
with our shareholders again at our next AGM
which is scheduled to be held at our registered
office at Third Floor (East), Albemarle House,
1 Albemarle Street, London W1S 4HA, on
27 May 2026 at 12.30 pm British Summer Time.
Commitment to climate
Our Board remains committed to the Company’s
purpose, to help the CRT industry to become
clean, fair and efficient. That purpose is supported
by the Company’s ambitions towards becoming
a net zero business. During the year, our Board
discussed the Company’s climate-related key
performance indicators and discussed the
Company’s net zero transition plans. We will
continue to challenge the Senior Leadership
Team to go further in its endeavours to create
a cleaner industry.
Conclusion
I would like to thank my colleagues on the
Board for their commitment and constructive
challenge throughout the year. I remain
confident in the outlook for the Group.
Steve Dryden
Chair
25 March 2026
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Our Board
of Directors
Board of Directors
The Directors of the
Company who were in office
during the year and up to the
date of signing the financial
statements were:
Martin Vohánka
Chief Executive Officer
Appointed
3 August 2021
Nationality
Czech
Other commitments
@
Co-founder of the Nadační fond nezávislé
žurnalistiky (Independent Journalism Foundation)
@
Co-founder of the Nadace BLÍŽKSOBĚ (Closer
Together Foundation)
@
Director of Couverina Business s.r.o
Skills and experience
Martin founded Eurowag Group in 1995, shortly after
graduating from high school. Over the years, Martin
has successfully developed and scaled the business
from an energy payments solution to an integrated
payments and mobility platform for the CRT industry,
which includes toll payments, on‑board telematics,
route optimisation and much more. Martin is devoted
to providing every CRT company with the benefits
of digitalisation at scale. He has grown up with
these businesses, spending time in their vehicles
and with the families that own and operate them,
to understand what they need in order to improve
efficiencies. His vision is to build a seamless integrated
digital ecosystem to revolutionise what is known as
the middle mile, to benefit customers, partners and
the environment. Martin holds an MBA from the
University of Pittsburgh and lectures at the
University of Economics, Prague.
Key
R
Remuneration Committee
Committee Chair
A
Audit and Risk Committee
N
Nomination and Governance Committee
Steve Dryden
R
N
Independent Non-Executive Chair
Appointed
1 June 2023
Nationality
British
Other commitments
N/A
Skills and experience
Steve is a highly regarded and experienced business
leader who brings significant financial and audit
leadership experience and business acumen to the
Board. Most recently, Steve served as Chief Executive
Officer of Flint Group Holdings SARL, retiring in
October 2024 to pursue a part time non‑executive
and advisory career. Previously, he held the positions
of CFO of Flint Group, Group Finance Director of DS
Smith plc and Group Finance Director of Filtrona plc.
Steve achieved his professional accountancy
qualification with PricewaterhouseCoopers and
holds a degree in Chemical Engineering from the
University of Leeds.
Oskar Zahn
Chief Financial Officer
Appointed
12 May 2023
Nationality
British/South African
Other commitments
N/A
Skills and experience
Oskar joined Eurowag and the Executive team as
Chief Financial Officer in April 2023, succeeding
Magdalena Bartoś. Oskar brings with him over
30 years’ experience of working within large
complex international businesses with continuous
improvement and growth‑focused cultures. Most
recently, he was CFO at XP Power Limited, one of
the world’s leading providers of power converter
solutions. Prior to XP Power, Oskar was CFO of
Scapa Group plc, a leading global manufacturer
to the healthcare and industrial markets, from 2018
until its acquisition by SWM International, Inc., in
early 2021. Previously, Oskar was CFO at Spearhead
International, a leading vertically integrated food and
agriculture business operating in CEE and the UK.
Oskar has held other senior roles in Teleflex, British
Airways, Georgia-Pacific and KPMG. He has an honours
degree in Finance from the University of South Africa
and is a fellow of the Institute of Chartered Accountants
in England and Wales and of the Institute of Chartered
Accountants of South Africa.
Other Directors of the Company who were
in office during the year were:
Paul Manduca, who chaired the Board until
22 May 2025; Sharon Baylay‑Bell, who served
as an Independent Non‑Executive Director
until 21 February 2025; and Sophie Krishnan,
who served as a Non‑Executive Director until
28 February 2026.
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Mirjana Blume
A
R
N
Senior Independent Non-Executive Director
Appointed
7 September 2021
Nationality
Swiss/Croatian
Other commitments
@
SML Solutions Ltd, Founder and
Managing Director
@
Member of the Board of Directors of Orell Fuessli
Ltd, a SIX Swiss Exchange‑listed company
@
Member of the Board of Directors of Sensirion Ltd
@
Chair of the Board of Directors of EWE, Energie
und Wasser Erlenbach Ltd
@
Member of the Board of Directors of WAZ,
Werke am Zürichsee Ltd
Skills and experience
Mirjana is an international finance director and
corporate non‑executive director with diverse
experience of both public and private companies.
She has more than 25 years’ experience in the areas
of corporate finance, structuring of companies and
management of complex corporate transactions.
She was appointed to the Eurowag Supervisory
Board in December 2020 to provide vision and
expertise to guide Eurowag on its mission to become
the leading on‑road mobility platform. Mirjana held
positions as chief executive and financial officer
of various companies in the energy/renewables,
technology and healthcare/pharmaceutical sectors.
Morgan Seigler
Non-Executive Director
Appointed
7 September 2021
Nationality
American
Other commitments
@
Managing Director at TA Associates and Co-Head
of its European Technology Group
@
Member of the following boards as a
representative of TA Associates: The Access
Group, Flashtalking, ITRS, and Unit4
Skills and experience
Morgan has almost 20 years of private equity
experience and has led investments in software,
financial technology, online and e‑commerce, and
semiconductor companies. He is deeply involved in
creating both organic growth and complementary
acquisitions for all his portfolio companies. Prior to
joining TA Associates in 2002, Morgan worked for
Morgan Stanley and Raymond James. Morgan holds
an MBA from the Stanford Graduate School of
Business and a bachelor’s degree in economics
from Yale University.
Kevin Li Ying
A
R
N
Independent Non-Executive Director
Appointed
1 March 2024
Nationality
British/Mauritian
Other commitments
@
CEO of Future plc
@
Executive Director and Board Member of
GoCompare.com Ltd
Skills and experience
Kevin has over 20 years of experience in technology
and over 10 years of executive leadership experience.
Kevin brings deep expertise in building scalable
technology platforms. Kevin was appointed as CEO
of Future plc in April 2025, having previously served
as Chief Technology & Product Officer where he helped
transform the business from a traditional print publisher
to a global online leading media platform. Over his
career, Kevin has developed a strong understanding
of the commercial levers, technology architecture
and product services that drive value for both business
and customers. Kevin also serves as Executive Director
and Board Member of Future plc’s subsidiary company,
GoCompare.com Ltd, the price comparison website
for financial and non‑financial products.
Linda Myers
A
R
N
Independent Non-Executive Director
Appointed
2 February 2026
Nationality
American
Other commitments
@
Gibraltar Industries
@
LCI
@
Marex Group plc
Skills and experience
Linda is a nationally recognised corporate attorney
with over 30 years of experience representing
private equity groups, major public and private
companies, and commercial lending institutions.
Until her retirement in 2022, Linda was a Share
Partner at the international law firm Kirkland & Ellis,
LLP where she served on the Firm’s Global Executive
Management Committee for over 10 years.
Linda currently serves as an Independent Director
for various boards: Gibraltar Industries, LCI, and
Marex Group plc. Most recently, Linda became Chair
of the Board and Chair of the Executive Committee of
the National Philanthropic Trust. Linda holds advisory
roles at Kinzie Capital Partners and Chelsea Lighting
and directorship roles at the Chicago Shakespeare
Theater, the Lyric Opera of Chicago, and the National
Association of Corporate Directors.
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Corporate governance report
Governance overview
Board agenda and major decisions during 2025:
Statement of compliance
with the 2024 UK Corporate
Governance Code
W.A.G payment solutions plc
(the “Company”) has adopted the 2024
UK Corporate Governance Code (the
“Code”). Throughout the year ended
31 December 2025, the Company has
been fully compliant with the provisions
of the Code.
Y
Further information on the
Company’s application of
the Code can be found in
the Corporate Governance
Report on page 75
February
December
@
Board performance review
@
Product operating model
@
Health & safety
@
Sustainability KPIs
@
Compliance Policy
@
Business resilience strategy
@
Cyber security
@
Tax strategy
@
ESG and CSR policies
@
Conflicts of interest
May
July
@
Modern slavery policy review
@
Factoring
@
Parent company guarantees
@
Investor relations
@
Update on investments
and integration
@
Strategy day
@
Review of strategic plan
@
Board evaluation process
@
Health & Safety
@
Sustainability strategy update
@
Remuneration Policy and EGM
March
September
@
Potential special dividend
@
Parent company guarantees
@
Annual Report and Accounts
and RNS announcement
@
Sustainability report
@
ESG KPIs
@
Non-Executive Directors’ fees
@
AGM and Rule 9 waiver
@
Fuel strategy
@
Health & safety
@
Succession planning
@
Investor relations
@
Review of Defence Advisor role
@
D&O insurance
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Strategic report Corporate governance• • Financial statements
Board activities during 2025
Strategy and
management
Stakeholder
engagement
Risk management
and internal controls
Financial reporting
and controls
ESG Board composition
and effectiveness
Key activities
and discussions
@
Product operating model
@
Development of EW Office
@
Review of M&A funding
structure and performance
against action plans
@
Continued investment
in organic and inorganic
growth opportunities
@
Fuel strategy
@
Business resilience strategy
@
Further technological
transformation in our
product offerings
@
Board strategy day
held in July 2025
Key achievements
@
Further investment into
future product offerings
@
Signed additional facilities
agreements to refinance
and expand the Group’s
existing credit facilities
Key priorities for 2026
@
Delivery of organic
and inorganic growth
@
Embedding of
operating model
Key activities
and discussions
@
Discussion on stakeholder
engagement strategies
@
Development of new Directors’
Remuneration Policy
@
Investor relations and
corporate governance
meetings
Key achievements
@
New Chair met with
investors
@
Remuneration Committee
Chair met with investors
@
Board visit to Sygic office
in Bratislava
Key priorities for 2026
@
Implementation of Directors’
Remuneration Policy
@
Board meetings at
operational sites
Key activities
and discussions
@
Health & safety review
@
Cyber security review
@
Review of the Company’s
principal risks and
uncertainties
@
Reviewing and setting
the Group risk appetite
@
Reviewing the effectiveness
of the Group risk management
framework and internal
control system
@
Review of the Company’s
risk register
@
Reviewing the Group
compliance action plan
@
Review and approval of
the internal audit plan
Key achievements
@
Cyber security strategy
@
Audit and Risk Committee
received updates from
Business Assurance
Committee
Key priorities for 2026
@
Monitor the effectiveness
of
the Group’s risk management
framework and internal
control environment and
support its continuous
enhancement
Key activities
and discussions
@
Review of the external
audit workplan
@
Finalising the Company’s
commitment, targets and
implementation of KPIs
@
Review of the performance
of External Auditors
Key achievements
@
Re‑appointment of the
External Auditors
@
Review of the interim
consolidated financial
statements for the
six months ended
30 June 2025
@
Review of the full‑year
consolidated financial
statements
@
Reviewed the effectiveness
of internal controls relating
to financial reporting
@
Updated UK tax strategy
Key priorities for 2026
@
Monitor the implementation
of an enterprise resource
planning system to support
financial reporting
@
Support enhancements to
the financial reporting
capabilities and controls
over financial reporting
Key activities
and discussions
@
Discussion of the
Company’s purpose,
values and culture
@
Review of sustainability
strategy update and
sustainability action plan
@
Discussion of ESG targets
Key achievements
@
Reaffirmed commitment
to the ESG strategy and
commitments
Key priorities for 2026
@
Monitor the implementation
and outcomes of the ESG
strategy
@
Promote the Company’s
purpose, values and culture
through the Group and its
value chain
Key activities
and discussions
@
Review of the
Board’s composition
@
Review of Board
succession planning
and time commitments
@
Discussion on Board diversity
Key achievements
@
Appointments of new Chair
@
Appointment of
new Independent
Non‑Executive Director
@
Appointment of chairs to
Remuneration, Audit and
Risk and Nomination and
Governance Committees
@
External Board performance
review undertaken
Key priorities for 2026
@
Monitor the implementation
of recommendations from
the externally facilitated
Board evaluation
@
Continue to strengthen the
Board and its operations
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Corporate governance report continued
Developing our people and culture
Defining our purpose,
values and culture
Our success as a leading pan‑European
integrated payments and mobility platform
continues to be driven by the Company’s
purpose, values and culture, as established by
the Board of Directors. The Board has ultimate
responsibility for establishing the Group’s
purpose, values and culture. The Board, with
support from the Senior Leadership Team,
is committed to its purpose to help the CRT
industry to become clean, fair and efficient,
and supports Eurowag operating under the
following four values, which encourage its
employees to act as good corporate citizens:
Furthermore, the Board has committed to the
journey to a greener future, as Eurowag is
striving to reach net zero emissions by 2050
through a combination of short and longer‑term
decarbonisation targets covering operations
within the Group and in our value chain.
Aligning purpose, values,
strategy, and culture
We ensure that our purpose, values and culture
are aligned with our long‑term strategy, as we
recognise that strong performance is driven by
shared understanding. Our four core values
provide a foundation that motivates and guides
our people, and these principles are embedded
in every action we take as an organisation in
order to reach our shared purpose. Our values
inspire us to achieve success and happiness
in our work and private lives.
Our strategy is the roadmap to achieving our
shared goals and underlying purpose, which is
to promote fairness, increase efficiency and act
as climate conscious leaders within the CRT
industry. We have embedded our shared purpose
and values as part of our shared organisational
culture through the creation of policies to create
clear standards that align our people.
Our people are our greatest asset, and therefore
we ensure our people exemplify what we stand
for. To this end, we are completing a project on
our Employee Value Proposition by the end of
2026 which will give greater clarity on expectations
of the employee experience offering. Alignment
with our values is a criterion considered in
recruitment and promotion and when establishing
rewards. This is how we promote and safeguard
the culture we have nurtured, which has allowed
Eurowag to continue to perform and successfully
execute its strategy each financial year.
Engagement with our employees
The Board has, in conjunction with the Senior
Leadership Team, built an entrepreneurial
environment that promotes collaboration and
development of its employees. The Group
shows it recognises the value of its workforce
through creating channels for collaboration
and continual feedback, which can be
evidenced by the Group’s high levels
of employee engagement.
Sharon Baylay-Bell was the Board’s appointed
workforce engagement representative until she
stepped down from the Board on 21 February 2025.
Sophie Krishnan then took on that role. Following
Sophie’s departure on 28 February 2026, this
role has been taken on by Linda Myers.
During the year, the Board directly engaged
with the employees at all levels of the organisation,
receiving presentations at Board and Committee
meetings, in order to satisfy itself that Board‑level
reporting was consistent with operational delivery.
This activity created an effective feedback
loop between the Board and the wider workforce,
and further contributed to the creation of positive
working relationships across the Group. In
addition, Sophie Krishnan and Kevin Li Ying
have had frequent engagement with employees
through the Technology and Product Advisory
Committee. The Board and Committees held a
series of meetings in Bratislava and used that
opportunity to meet with employees to better
understand their concerns and learn more
about their work.
The Board regularly reviews the action it has
taken to engage with the wider workforce to
ensure that policies and processes are operating
effectively, including the Speak Up (Whistleblowing)
Policy. The Board undertook training sessions
on Directors’ duties under the Listing Rules, on
the Economic Crime and Corporate Transparency
Act and on whistleblowing under UK legislation
and EU directives and, via the Audit and Risk
Committee, receives regular reports on the
Speak Up programme.
The Board receives regular reports from the
Senior Leadership Team on specific areas
of Group employee engagement activities to
ensure the Board has a thorough understanding
of the business and its employees.
Y
Further information on workforce
engagement can be found on page 71
Steve Dryden
Chair
25 March 2026
Deliver your best
Embrace change
Be a true colleague
Be a good person
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Division of responsibilities
Decisions and matters
reserved for the Board
The formal schedule of matters reserved for
the Board and the Terms of Reference for
each of the Board Committees are reviewed
annually to ensure their accuracy in line with
governance best practice. The Board also
maintains a delegated authority matrix,
which provides the division of responsibilities
regarding decision making. The formal schedule
of matters reserved for the Board can be found
on the Company’s website and provides
guidance on the following areas:
Strategy and management
The Board has ultimate responsibility for the
management, oversight and success of Group
operations. Responsibilities of the Board include:
@
Ensuring competent, prudent and
effective management
@
Forward planning to meet the Company’s
short‑term and long‑term strategic goals
@
Implementing and monitoring the internal
control framework on an ongoing basis
@
Overseeing the maintenance of accurate
accounting records and other records
@
Ensuring compliance with statutory
and regulatory obligations
The Group’s strategic goals and wider
business plan are regularly discussed and
reviewed by the Board to ensure these are
aligned with actual performance. The Board
further establishes the Company’s purpose
and values to drive long‑term objectives and
commercial strategy. The Board is responsible
for considering and approving any new ventures
with external businesses or in different geographic
areas, for deciding to discontinue operations in
any area of the Group’s business, and for the
restructuring or reorganisation of the Group.
Board composition and
effectiveness
In line with the requirements of the Code, the
Board is committed to undertaking an annual
evaluation of its own performance, as well as
the performance of its Committees and
individual Directors. During 2025, the annual
Board evaluation was facilitated by an external
provider, Lintstock Limited, consistent with the
Code and corporate governance best practice
and followed by discussions between each
Director and Senior Independent Director.
Throughout the evaluation, Board diversity,
independence, time commitment, and the
suitability of the mix of skills, experience
and knowledge across the Directors were
examined. Details of the Board evaluation
undertaken for the year ended 31 December 2025
can be found in the Nomination and Governance
Committee report on page 84.
The composition of the Board and succession
planning are regularly considered by the
Nomination and Governance Committee, and
Eurowag is committed to ensuring a diverse
pipeline for executive management and Board
roles. Going beyond the requirements of the
FCA Listing Rules, the Board’s Diversity and
Inclusion Policy established aspirational
objectives to promote diversity in the Board
and Senior Leadership Team.
Female Independent Non-Executive Directors (2)
Male Independent Non-Executive Directors (1)
Male Non-Executive Directors (not independent) (1)
Male Chair (independent on appointment) (1)
Male Executive Directors (2)
As at 31 December 2025, the Board comprised
two female Independent Non‑Executive Directors,
three male Non‑Executive Directors, of whom
two were considered independent by the Board,
and two male Executive Directors. The Chair
of the Board, who is male, was considered
independent on appointment. Four of the
Directors have served on the Board for less
than four years and two of the Directors have
served on the Board for less than two years.
40-49 years (3)
50-59 years (3)
60-69 years (1)
Gender Age
Diversity of the Board as at 31 December 2025
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Corporate governance report continued
Board composition and effectiveness continued
As at 31 December 2025, the Company was not fully compliant with the diversity requirement of
the FCA Listing Rules (“UKLR”). At that date, the Board comprised 29% female members, having
been 33% at 31 December 2024. The reduction was a result of the retirement of Sharon Baylay‑Bell
from the Board. The Senior Independent Director, being a senior Board position, is held by
Mirjana Blume. There was one Board member from a minority ethnic background as defined by
the Office of National Statistics. The Company’s primary operations are in Central and Eastern
Europe and the Board aims to be representative of the communities in which it operates. The
Board has committed to meeting the requirements of the FCA Listing Rules and its aspirations
in its Diversity and Inclusion Policy on female representation as a medium‑term objective. The
Board’s Diversity and Inclusion Policy refers to the Board and, by extension, its Committees,
which have not adopted separate policies and rely on the policy approved by the Board.
In accordance with UKLR 6.6.6R(10), below is the numerical diversity data in the format set out
in UKLR 6 Annex 1 as at 31 December 2025. The information presented in the below tables was
collected on a self‑reporting basis by the Directors and by the Senior Leadership Team, who
were asked to confirm which of the categories specified in the prescribed tables were most
applicable to them.
Gender identity
Number
of Board
members % of the Board
Number of
senior positions
on the Board
(Chair, SID,
CEO and CFO)
Number in
executive
management
(Senior
Leadership
Team)
Percentage of
executive
management
(Executive
Committee
members)
Men 5 71% 3 7 87.5%
Women 2 29% 1 1 12.5%
Non‑binary 0 0% 0 0 0%
Prefer not to say 0 0% 0 0 0%
Ethnic background
Number
of Board
members % of the Board
Number of
senior positions
on the Board
(Chairman, SID,
CEO and CFO)
Number in
executive
management
(Senior
Leadership
Team)
Percentage of
executive
management
(Executive
Committee
members)
White British or other White
(including minority White groups)
6 86% 4 8 100%
Mixed/multiple ethnic groups 1 14% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/
Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Prefer not to say 0 0% 0 0 0%
Y
Further details of the Board diversity can be found of the Nomination and Governance
Committee Report on page 84
Y
The gender split of senior management and all employees is shown on page 52
Remuneration
The Board has delegated responsibility to the Remuneration Committee for determining the
respective policies for the remuneration for Executive Directors and the Senior Leadership Team.
The Board maintains oversight over the actions of the Remuneration Committee and is responsible
for reviewing and approving the policies proposed by the Remuneration Committee. The Board
is responsible for considering and approving the Remuneration Policy for the Board and Senior
Leadership Team and determines the remuneration of the Non‑Executive Directors within the
limits set in the Articles of Association.
Y
For further details of the Company’s approach to remuneration, see pages 96 to 105
Financial and annual reporting
The Board is responsible for approving the Group’s Annual Report and Accounts, the Interim
Accounts and Half Yearly Report, and the preliminary announcement of the final results,
following recommendation from the Audit and Risk Committee.
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Capital expenditure
and financing
The Board is responsible for the approval and
oversight of investments and capital projects
in the following circumstances:
@
Any proposed investments and capital
projects exceeding £6 million in value
@
Any unbudgeted investments and capital
projects exceeding £2 million
@
Any time the Group seeks to borrow
in excess of £5 million
@
Any time the Group seeks to enter into any
mortgage, charge (fixed or floating), pledge,
hypothecation or other encumbrance of a
similar nature over all or any part of the
undertaking, property and assets (both
present and future) and uncalled capital
of the Company
@
Any member of the Group seeks to issue any
debt instruments for amounts in excess of
£5 million, including bond issues, debenture
issues and loan stock instruments (but
excluding intra-group debt instruments)
@
The Company seeks to enter into any
indemnities or guarantees where the
maximum amounts payable could exceed
£5 million, other than indemnities and
guarantees given in respect of the Group’s
products, services or any banking facilities
(including any in substitution for or renewal
of existing arrangements)
Engagement with
shareholders and wider
stakeholder groups
The Board, together with the Senior Leadership
Team, regularly reviews and promotes engagement
with our shareholders and wider stakeholder
groups. The Board regularly reviews engagement
mechanisms and processes to ensure these
are operating effectively, and receives reports
from the Senior Leadership Team capturing
feedback from shareholders. In particular, the
Board receives reports from the SVP Energy
on suppliers and from VP Investor Relations
capturing feedback from shareholders. The
Board uses shareholder feedback to contribute
to the engagement strategy, as developed by
the Board, to approach issues that are most
important to the long‑term success of the Group.
The Chair engages with our shareholder base
to gain insight around their views on the current
governance framework and Group performance
against our strategy.
Environmental,
social and governance
The Board ensures that the Group’s environmental,
social and governance impacts, risks and
opportunities are reviewed on a regular basis.
This has been achieved by the delegation of
accountability to the ESG Executive Committee,
the membership of which comprises of the
VP of Sustainability and Corporate Social
Responsibility, the Chief Executive Officer,
Martin Vohánka, and several members of the
Executive Committee, along with members
from the Senior Leadership Team, including
representatives from the legal, human
resources, communications, commercial
and investor relations departments.
Shareholders
Executive Committee
Chief
Financial
Officer
Chief Product
and Strategy
Officer
Chief
Operating
Officer
Chief
Commercial
Officer
Chief HR
Officer
Chief
Technology
Officer
Senior Vice
President
Energy
Board Committees
Independent Non‑Executive
Directors
Non‑Executive Director
Audit and Risk
Committee
Nomination
and Governance
Committee
Remuneration
Committee
Chief Executive Officer
Chairman Senior Independent Director Chief Financial Officer
Board
Board governance framework 2025
Technology and Product Advisory Committee
79
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Strategic report Corporate governance• • Financial statements
Corporate governance report continued
Environmental, social and
governance continued
The ESG Executive Committee meets every
quarter to set strategic direction and monitor
the progress of the ESG strategy, related policies
and reporting. These discussions allow for
recommendations to be made regarding the
evolution and refinement of our ESG strategy,
with consideration for ESG risks and opportunities.
We have set tangible targets to monitor our
progress in‑line with these discussions, and
we are aiming to achieve net zero emissions
by 2050. The Board received regular updates
on ESG matters from the Senior Leadership
Team during the year and received training
on climate and its impact on the Group. For
further details of the Company’s approach
to sustainability, see pages 47 and 48 and
the Company’s Sustainability report.
Risk management
and internal controls
The Board has ultimate responsibility for risk
management and the internal controls in place,
including the oversight and strengthening of
the environment to ensure a comprehensive
system to identify, assess and mitigate risk is
in place. The Board is responsible for setting
the Group’s risk appetite and risk management
framework. The Board’s oversight is supported
by the Audit and Risk Committee and the
Senior Leadership Team.
The Group`s risk management is based on
three lines of defence and the Board receives
regular updates from the second and third lines
of defence. The Group’s partially outsourced
internal audit function provides independent
assurance to the Senior Leadership Team, the
Audit and Risk Committee, and the Board, with
respect to the effectiveness of the Group’s
internal control environment. Further information
on the Company’s internal controls framework
can be found on page 90.
Board independence
The Board of Directors is expected to exercise
independent judgement, free from external
interference, in order to fulfil its duty to promote
the success of the Company for the benefit of
its members as a whole.
The Independent Non‑Executive Directors act
as a sounding board for the Executive team,
providing constructive challenge and further
guidance given their varied expertise and
skillsets. The Board collaborates well to achieve
its shared purpose, and all Directors are given
the opportunity to raise questions and probe
issues further during meetings. This cohesive
environment improves the quality of discussion
and, as a result, allows for more effective
decision making. The varied experience on
the Board adds value to these discussions,
and the Executive team welcomes suggestions
and advice based on the experience of the
Independent Non‑Executive Directors.
The Board also has a Non‑Independent
Non‑Executive Director, Morgan Seigler,
who is nominated to the Board by its major
shareholder, Bock Capital EU Luxembourg
WAG S.à.r.l. Morgan is subject to the same
duties and responsibilities as fellow Board
members to exercise independent judgement
and avoid conflicts of interest.
The Group has taken steps to avoid undue
influences impacting Board decision making.
The Directors promptly inform the Company
Secretary where there has been a change
to their external interests or relationships in
order to ensure the Company has an accurate
register of this information, to ensure conflicts
of interest are avoided. Further steps taken
include the implementation of shareholding
agreements, relationship agreements, and
other relevant processes and procedures.
Our Board composition is designed to ensure
that no one or group of individuals dominate
decision making, and to minimise the risk of
issues such as groupthink. The independence
of the relevant Non‑Executive Directors is
revisited at each Board meeting, and all the
Directors are requested to confirm whether
they have any conflicts of interests pertaining
to the content tabled for discussion. These
processes ensure that external influences do
not compromise the independent judgement
of the Directors.
Upon appointment and on an ongoing basis,
Directors are required to provide requisite
information to allow the Board, aided by the
Nomination and Governance Committee, to
ensure their independence. Following the
provision of this information, the Board is
satisfied that there are no matters that give
rise to conflicts of interest which could
compromise the independence of the
Independent Non‑Executive Directors.
Time commitment
Our Chair, Independent Non‑Executive Directors
and Non‑Independent Non‑Executive Director
are not employed in an executive capacity by
the Company. These Board members have
received letters of appointment, which provide
the main terms of their respective appointments
to the Board and cover an initial term of three
years. Following the provisions of the Code,
all Directors are put forward for initial election
and thereafter annual re‑election by shareholders
at the Company’s AGM.
The appointment letters further provide time
commitment expectations of each Director in
their role. Independent Non‑Executive Directors
can expect a typical time commitment of 26
days a year on average, while Non‑Independent
Non‑Executive Directors are expected to
commit, on average, 16 days per year.
Our Chair is expected to commit circa one
day per week given the intricacies of the role.
These time frames are intended to serve as
a guide, as the time commitment required of
Directors can fluctuate. All Board members
are expected to devote sufficient time to
effectively discharge their duties.
The Board reviews the role profiles of
each Director and the level of commitment
required to meet those requirements to act in
the best interest of stakeholders. The external
commitments of the Directors are reviewed by
the Nomination and Governance Committee on
an ongoing basis to ensure that they can fulfil
the time commitment to successfully discharge
their role. This process is managed by the
Company Secretary and the Chair, and the
complexity of each external interest is examined,
such as whether other sectors in which an
individual operates are highly regulated. Any
changes to Directors’ external appointments
are further reviewed by the Nomination and
Governance Committee. The Board has
concluded that, notwithstanding Directors’
other appointments, each is able to dedicate
sufficient time to fulfil their duties and
obligation to the Company.
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Directors’ attendance at Board and Committee
meetings for the year ended 31 December 2025
Members
Board of
Directors
Audit and Risk
Committee
Nomination and
Governance
Committee
Remuneration
Committee
Paul Manduca*¹ 3/3 N/A 1/1 N/A
Martin Vohánka 6/6 N/A N/A N/A
Oskar Zahn 6/6 N/A N/A N/A
Sharon
Baylay‑Bell*² 0/1 0/1 0/1 0/1
Mirjana Blume*³ 5/6 4/5 4/4 4/4
Steve Dryden* 6/6 3/3 4/4 4/4
Sophie Krishnan*
4
6/6 5/5 3/3 4/4
Kevin Li Ying* 6/6 5/5 3/3 4/4
Morgan Seigler 6/6 N/A N/A N/A
* Denotes Independent Director.
Notes:
1. Paul Manduca stepped down from the Board on 22 May 2025.
2. Sharon Baylay‑Bell stepped down from the Board on 21 February 2025.
3. Mirjana Blume missed two meetings due to a time zone difference.
4. Sophie Krishnan stepped down from the Board on 28 February 2026.
5.
Kevin Li Ying and Sophie Krishnan were appointed to the Nomination & Governance Committee in May 2025.
Individuals such as the Chair, the Chief Executive Officer, the Chief Financial
Officer, among other members of management and external advisors, may be
invited to attend all or part of any meeting as and when deemed appropriate
and necessary with the agreement of the respective Chair.
Board roles and their responsibilities
Chair
Chief Executive
Officer
Chief Financial
Officer
@
Ensure all Non‑Executive Directors
have the opportunity to effectively
contribute, through engagement in
open and honest discussions
@
Oversee the effectiveness and
suitability of the Company’s
governance processes, with
support from the Company Secretariat
@
Ensure the Board receives accurate
and timely papers to accommodate
the fulfilment of its duties
@
Continually monitor the long‑term
development of the Group and
ensure that effective strategic
planning is undertaken
@
Devise the strategy and
long‑term objectives of the
Group in line with established
risk appetite
@
Maintain oversight over
operational performance and
report accurately to the Board
and its Committees
@
Ensure the Board’s strategies,
objectives and decisions are
implemented in a timely and
effective manner
@
Oversee the day‑to‑day financial
management of the Group
@
Provide strategic financial
leadership, creating the necessary
policies and procedures to ensure
sound financial management
@
Ensure the accuracy, integrity and
timeliness of financial reporting
and compliance with any relevant
reporting and accounting standards
Senior Independent
Non-Executive Director
Company Secretary
Non-Executive
Directors
@
Provide a sounding board
for the Chair
@
Serve as an intermediary
for other Directors
@
Be available to shareholders where
other channels of communication
are inappropriate
@
Lead the annual evaluation of
the performance of the Chair
@
Act as the trusted advisor to
the Board and its committees
on all corporate governance
matters
@
Provide constructive challenge
to the Executive Directors and
other members of the Senior
Leadership Team
@
Contribute to the development of
strategy and provide oversight to
ensure its execution
@
Apply independent and impartial
experience and expertise
@
Oversee the effectiveness and
integrity of the Company’s financial
reporting and risk management systems
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Nomination and Governance Committee report
Nomination and Governance Committee report
Dear fellow
shareholders,
In this Nomination and Governance Committee
report for the year ended 31 December 2025,
I am pleased to describe our considerations,
discussions and outcomes from the year.
The Nomination and Governance Committee
during the year comprised Paul Manduca
who served as Chair of the Committee until
22 May 2025 when he stepped down from
the Board, and the following Independent
Non‑Executive Directors: Mirjana Blume,
Sharon Baylay‑Bell (until she stepped down
from the Board on 21 February 2025), Kevin
Li Ying (from 22 May 2025), Sophie Krishnan
(from 22 May 2025) and me, Steve Dryden.
I assumed the role of Chair of the Committee
from the AGM on 22 May 2025. The biographies
of each member of the Committee are set out
on pages 72 and 73.
The Committee held four scheduled meetings
during 2025. At these meetings, we reviewed
the composition of the Board and its Committees
considering the relevant and necessary knowledge,
skills, expertise and diversity of each Director.
We also reviewed the succession plans for
both the Board of Directors and Senior
Leadership Team and had oversight of the
externally facilitated evaluation of the Board.
The Committee noted the resignations
of Paul Manduca, Sharon Baylay‑Bell
and Sophie Krishnan and considered the
appointments of their successors. Mirjana
Blume, as the Senior Independent Director,
chaired the Committee for its discussion on
appointment of a successor as Chair of the
Board and neither Paul nor I took part in that
discussion. In January 2026, the Committee
recommended to the Board the appointment
of Linda Myers as an Independent Non‑Executive
Director. Linda joined the Board on 2 February 2026.
The Committee also considered the composition
of the Committees during the year and
recommended to the Board that Sophie Krishnan
be appointed to chair the Remuneration Committee
as the successor to Sharon, having served on
that Committee for a year. It also recommended
to the Board that Mirjana Blume, who has recent
and relevant financial experience, take on the
role of Audit and Risk Committee Chair as I
ceased to be eligible to serve on that Committee
on taking up the role of Chair of the Board. No
Director participated in discussion on his or
her future role.
The Committee also recommended to the
Board that Sophie Krishnan take on the role of
designated Director for employee engagement
following Sharon Baylay-Bell’s departure and
that Sophie Krishnan and Kevin Li Ying join the
Nomination and Governance Committee
following the 2025 AGM.
Director nomination processes
When a requirement to appoint a new
Non‑Executive Director arises, the Company
appoints a third‑party search agent to carry
out a comprehensive review of possible candidates,
with a regard to the skills and experience
required by the Company and recognising
the benefits of having a diverse Board.
For the appointment of Linda Myers, the
Company engaged an independent search
agency, Korn Ferry, to source appropriate
candidates. On appointment, Linda took
advantage of an induction programme that
enabled her to meet with directors and key
senior employees of the Company, understand
their fiduciary responsibilities and learn about
the Company’s products and services.
During 2026, the Committee will lead any
nomination process for new Directors, as
required by vacancies and ongoing succession
planning. The formal nomination process, as
agreed by the Directors and in line with governance
best practice, will continue to be followed.
The Board has ultimate responsibility for any
consideration of nominations based on merit
against objective criteria, with regard to diversity
factors, as identified by the Nomination and
Governance Committee.
Steve Dryden
Chair of the Nomination and
Governance Committee
We keep the composition
of the Board and its
committees under review.”
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Committee overview
@
The Committee is composed of the
Chair of the Board and three Independent
Non‑Executive Directors
@
All members have relevant expertise
to support the Committee
@
Meetings are attended by the Executive
Directors, and other relevant attendees,
by invitation of the Chair, where attendance
would support the Committee in fulfilling
its responsibilities
Key responsibilities
@
Monitor the governance framework,
including the structure, size and composition
of the Board and its Committees, to ensure
a balance of skills, knowledge, experience
and diversity
@
Lead a rigorous and transparent process
for identifying and selecting candidates
to serve as Directors on the Board and its
Committees and make recommendations
to the Board for their appointment
@
Develop and implement effective
succession plans for the Board, its
Committees and the Senior Leadership
Team, having regard to the skills and
expertise needed to ensure the long‑term
sustainable success of the Company
@
Oversee the development of a diverse
talent pipeline and monitor the Company’s
diversity policies and initiatives, including
their effectiveness
@
Review the external directorships and
commitments of the Non‑Executive Directors
@
Assist the Chairman in ensuring there
is a rigorous annual evaluation of the
performance of the Board, its Committees,
the Chairman and individual Directors
@
Ensure that appropriate procedures are in
place for training and developing Directors
@
The Committee’s Terms of Reference,
which are reviewed and approved annually,
are available on the Company’s website at
investors.eurowag.com
Highlights during 2025
@
Oversight of the Company’s Board
evaluation process and the
implementation of its recommendations
@
Reviewed the composition of the Board,
including diversity, and recommended
Steve Dryden as Chair following the
departure of Paul Manduca
@
Reviewed Committee composition to address
the departures of Sharon Baylay‑Bell and
Paul Manduca and made recommendations
to the Board for the Chair of the Audit
and Risk Committee and of the
Remuneration Committee
@
Reviewed the position of designated
Director for employee engagement and
made a recommendation to the Board
@
Consideration, and recommendation
to the Board, of the re‑election of each
continuing Director ahead of their
re‑election by shareholders at the
Company’s 2025 AGM
@
Review of the external appointments
and the time commitments of the
Non‑Executive Directors
@
Reviewed the skills and the composition of
the Board of Directors, and its Committees
@
Reviewed and recommended to the Board
the extension of the terms of office of four
Non‑Executive Directors at the end of
their initial terms of office
@
Reviewed the Terms of Reference for the
Nomination and Governance Committee
Focus areas for 2026
The Committee will continue to review
succession plans for the Board of Directors
and Senior Leadership Team and will continue
to review the Board of Directors and its
governance processes. It will keep under
review diversity in all aspects within the
Group, including the requirements of the
Parker Review, the FTSE Women Leaders
Review, and the targets set out under the
FCA Listing Rules.
Succession planning
The Committee regularly reviews and updates
the succession plans for the Board and Senior
Leadership Team. In the course of its reviews,
the Committee considered the appointment
profile of each Director, including relevant
expertise and diversity, to capture plans for
contingency, in the medium term and in the
longer term, to ensure the long‑term success
of our Company.
Our approach to succession planning allowed
us to identify me as successor to Paul Manduca
as Chair of the Board, Sophie Krishnan to succeed
Sharon Baylay‑Bell as Chair of the Remuneration
Committee and as designated Director for
employee engagement, and Mirjana Blume
to succeed me as Chair of the Audit and Risk
Committee. It also allowed us to identify
Linda Myers as an appropriate chair for
the Remuneration Committee when
Sophie Krishnan left the Board.
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Board
As part of its review of Board succession plans
during 2025, the Committee reviewed the
skills, expertise and time commitment of the
Independent Non‑Executive Directors, which
supported succession planning discussions.
The Committee also considered other matters
such as external appointments and the benefits
of diversity including gender, social, ethnic
and cognitive. The resulting composition of the
Board and its committees is shown on pages
77 to 81.
The Committee is committed to promoting
diversity of thought, and for the Board and
Senior Leadership Team to be representative
of the communities in which the Company
operates, including industry and geographic
presence. The Committee values the diverse
skills, experiences and backgrounds that
comprise the Board, which are strategically
aligned to the Company’s purpose and values.
Senior Leadership Team
The Committee maintains oversight over the
succession plans and ongoing development
of the Company’s Senior Leadership Team.
It recognises the barriers to creating gender
balance in the geographies in which the Company
operates. Nevertheless, it understands the
importance of taking opportunities to improve
gender balance in the recruitment of senior
leaders and will keep this under review.
Diversity and Inclusion policy
The Board has established a policy on diversity
and inclusion. The purpose of the policy is to
ensure the Board and its Committees have a
diverse and inclusive membership which will
enhance decision making and promote the
best success of our Company. The Committee
values the benefits of diversity of thought,
alongside diversity of skills, experiences and
backgrounds, in its considerations of appointments
to Board and Senior Leadership Team positions.
The Company requires that appointments
consider diversity, while ensuring roles are
offered on merit against objective criteria to
the best available candidate. The policy set
by the Board aspires to commit to no less than
50% of women on the Board and at least one
Director from a minority ethnic background
as a medium‑term objective. The Committee
regularly reviews the composition of the
Board and its Committees and is committed
to meeting the targets as set in the FTSE
Women Leaders Review, the Parker Review
on Diversity and the FCA Listing Rules.
Training and
ongoing development
The Company has a programme to induct
and onboard Directors, which enhances the
integration of newly appointed Board members.
This programme helps Directors further their
understanding of the Company, with a focus
on its people and culture. This includes ongoing
activities to engage with its people, further
details of which can be found on page 76.
During the year, the Board engaged in training
on health and safety, Directors’ fiduciary duty,
whistleblowing, business resilience and cyber
security, ESG strategy, the Economic Crime
and Corporate Transparency Act and energy
strategy. At its strategy day in May 2025, the
Board received updates on industry trends
and competition.
Board and Committee evaluation
On an annual basis, the Board evaluates its
own performance and that of its Committees,
as well as the individual performance of the
Chairman and each Director.
The Company undertook an externally
facilitated Board and committee evaluation
during 2025 with Lintstock Limited and
followed by individual discussions with the
Senior Independent Director, Mirjana Blume.
From this, Mirjana developed an action plan of
areas to focus on in 2026, including formalising
the reviews of succession planning, simplifying
board reporting and providing focused deep
dives on strategic areas. The results of the
evaluation and the action plan were discussed
and supported by the Board in early 2026 and
will be kept under review during the year.
Annual re-election of Directors
In accordance with the Code, all continuing
Directors will stand for election or re‑election
by shareholders at the 2026 AGM. Both the
Committee and the Board are satisfied that all
Directors continue to be effective in, and
demonstrate commitment to, their respective
roles on the Board. The Committee believes
each Director makes a valuable contribution
to the leadership of the Company. The Board,
therefore, recommends that shareholders
approve the resolutions to be proposed at
the 2026 AGM relating to the election and
re‑election of the Directors.
Steve Dryden
Chair of the Nomination
and Governance Committee
25 March 2026
Nomination and Governance Committee report continued
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Audit and Risk Committee report
Audit and Risk Committee report
Dear shareholders,
As the Chair of the Audit and Risk Committee
(the “Committee”), I am pleased to present the
Committee’s report summarising our activities
during the financial year ended 31 December 2025.
During the year, the Committee focused on
monitoring the progress of the ERP implementation
and the timely introduction of robust financial
reporting procedures, risk controls and system
transformation initiatives. The Committee also
assessed the effectiveness of the risks control
environment, compliance processes (inclusive
of plans to ensure compliance with the new
offence of failure to prevent fraud) and the
Speak Up (Whistleblowing) Policy, alongside
reviewing financial performance, controls
reporting, internal audit reports and the risk
management framework.
The Financial Reporting Council (“FRC”) published
the 2024 UK Corporate Governance Code which
included recommendations under Provision 29
in respect of the effectiveness of material
controls. The business is making progress to
prepare for compliance with Provision 29, and
its preparations are reviewed by the Committee.
The Committee is composed entirely of
Independent Non‑Executive Directors,
whose detailed biographies can be found
on pages 72 and 73. The expertise of the
Committee covers accounting, corporate
finance, M&A, internal and external auditing,
technology and technological change and
each member of the Committee has the
necessary business experience to fulfil their
duties as Committee members. Committee
meetings are routinely attended by the Chairman
of the Board, the Chief Financial Officer, the
Group’s External Auditors (“PwC”), Business
Assurance team members including the Internal
Auditors (partially outsourced to KPMG) and
other members of the management team. Both
PwC and KPMG have consistently participated
in all Committee meetings throughout the year
ended 31 December 2025 and will continue to
do so in future meetings.
The Committee has reviewed and evaluated
the contents of the Annual Report and Accounts
and believes that it provides the essential
information needed to assess the Group’s
performance, business model and strategy.
Taken as a whole, the report is deemed fair,
balanced and understandable. This Committee
report should be read in conjunction with the
Financial review on pages 26 to 31, the Risk
management section on pages 32 to 39, the
External Auditors’ report on pages 118 to 123,
and the Group financial statements on pages
124 to 186.
I will be available at the AGM to address any
enquiries from shareholders regarding the
Committee’s activities this year. I would like
to take this opportunity to thank the dedicated
members of the Finance and Business Assurance
teams, as well as our external assurance
providers, for their hard work throughout
this financial year.
Mirjana Blume
Chair of the Audit and Risk Committee
25 March 2026
Mirjana Blume
Chair of the Audit and Risk Committee
We remain focused on
strengthening financial
reporting and risk controls.”
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Audit and Risk Committee report continued
Committee overview
@
During the year, the Committee comprised
three Independent Non‑Executive Directors
(Mirjana Blume (Chair), Sophie Krishnan
and Kevin Li Ying). Sharon Baylay-Bell was
a member of the Committee until she stepped
down from the Board on 21 February 2025.
Steve Dryden was a member of the Committee
until he assumed the role of Board Chair
on 22 May 2025. Sophie Krishnan was
a member of the Committee until she
stepped down from the Board on
28 February 2026. Linda Myers joined
the Committee on 2 February 2026
@
Mirjana Blume is considered by the Board
to have recent and relevant accounting
experience. All members have relevant
commercial and operating experience
@
Five scheduled meetings were held during
the year ended 31 December 2025
@
Meetings are attended by the Chairman of
the Board, the Chief Financial Officer, other
members of management, the Internal
Auditors, and the External Auditors,
by invitation of the Chair
Focus areas for 2026
@
Continue to monitor the implementation
of a new finance ERP system
@
Review and scrutinise the preparation of
the Annual Report and Accounts for the
year ended 31 December 2025, including
significant financial reporting issues
and judgements
@
Consider the effectiveness of material
controls in anticipation of new reporting
requirements from 31 December 2026
@
Review any actions taken to improve
material controls
@
Monitor the implementation of controls
around the financial position
@
Assist the Board in its review of
the effectiveness of the Group’s
systems of internal control and
risk management methodology
@
Review the performance of the External
Auditors and the Internal Auditors
@
Undertake a review of the Committee’s
performance, composition and Terms
of Reference
Key responsibilities
The Committee’s main responsibilities,
as outlined in its Terms of Reference, are:
@
Recommending the half and full‑year
financial results to the Board
@
Maintaining the integrity of all financial and
non‑financial reporting, including review
of significant judgements and estimates
@
Monitoring the Group’s internal financial
controls and risk management systems
@
Overseeing the relationship with the
External Auditors and reporting the
findings and recommendations of the
Auditors to the Board
Y
The Committee’s Terms of Reference,
which are reviewed and approved
annually, are available on the Company’s
website at www.investors.eurowag.com
Activities of the Committee
The Committee has focused on the audit,
assurance, and risk and compliance processes
within the business. The Committee’s role is to
ensure that management’s disclosures reflect
the supporting detail provided to the Committee
throughout the year, challenging where necessary
and, in some cases, requesting items to be
re‑presented, in order for the Committee to
further understand certain matters. The
Committee reports its findings and makes
recommendations to the Board in the form
of Committee reports at each Board meeting.
Individual items of business considered by
the Committee, including as part of the
Annual Report and Accounts process,
are set out opposite:
86
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Actions Outcomes Cross‑reference
Annual reporting
External audit planning and key accounting
matters
The Committee received and approved the external audit plan and audit fee proposal for PwC for 2025. Page 92
Review of significant financial reporting issues
and key judgements
The Committee received and approved management’s accounting paper and PwC’s audit findings in March 2025 in
respect of the 2024 Annual Report and Accounts. The Committee received and approved management’s accounting
paper and PwC’s audit findings in March 2026 in respect of the 2025 Annual Report and Accounts.
Page 88
Review of Going Concern and Viability statements The Committee received and approved management’s paper on going concern and viability in March 2025 in respect
of the 2024 Annual Report and Accounts, and in March 2026 in respect of the 2025 Annual Report and Accounts.
Page 89
Review of Annual Report The Committee recommended the 2024 Annual Report and Accounts to the Board in March 2025, and recommended
the 2025 Annual Report and Accounts to the Board in March 2026.
n/a
Risk management and internal control
Risk management framework and risk registers The Committee reviewed the effectiveness of the 2025 risk management framework. Page 32
Review of principal and emerging risks The Committee and the Board completed a robust assessment of the Company’s emerging and principal risks, along
with the relevant appetite limits. Details of the risks approved by the Board can be found in the Risk section of this report.
Page 33
Review of internal controls The Committee reviewed the internal control reporting for 2025 and reviewed the design and effectiveness of the
internal controls in December 2025.
Page 80
Cyber security The Committee received a presentation on IT and cyber security within the business and discussed the Group’s strategy
and preparedness for cyber attacks.
Page 36
Approved internal audit plan The Committee approved the internal audit plan for 2026 in December 2025. Page 92
Governance
Mergers & Acquisitions The Committee received reports on the status of M&A integration in September 2025. n/a
Review of External Audit During the year the Committee reviewed the effectiveness of the external audit process, lessons learnt and areas
for improvement.
Page 90
Committee Terms of Reference The Committee reviewed and agreed the Terms of Reference for the Committee. investors.eurowag.com
IT general controls The Committee received regular reports on the IT general controls and, in particular, controls to mitigate cyber attacks. Page 90
Control environment The Committee continued to review and challenge the Company’s control environment. Page 90
Finance internal controls The Committee received updates on internal controls specifically around acquired businesses. Page 90
ERP implementation The Committee received regular updates on the implementation of a new finance system along with the steps taken
to minimise the risks to reporting during the implementation process.
n/a
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Audit and Risk Committee report continued
Key accounting issues
In the preparation of the Group’s 2025 financial statements, the Committee assessed the accounting principles and policies adopted, and whether management had made appropriate estimates
and judgements. In doing so, the Committee discussed management reports and enquired into judgements made and discussed key matters with the External Auditors.
The significant issues considered by the Committee in relation to the financial statements include:
Key accounting issues Summary
Adjusting items In determining whether costs should be presented as Adjusting items in
the consolidated income statement, the following criteria should be met:
@
Significant one‑off items that may straddle more than one accounting
period, typically including reorganisation costs directly incurred as a result
of acquisitions, capital restructuring , strategic transformation programmes,
or ERP implementation relating to key IT systems
@
Significant items outside the ordinary course of business, for example the
Czech windfall tax applicable in 2025.
Significant costs that meet one or more of the criteria are considered by the
Board, through the Audit and Risk Committee, which exercise judgement as to
whether such costs should be classified as Adjusting items in the consolidated
income statement. Adjusting items are disclosed on the face of the consolidated
income statement and further information is provided in Note 8.
Cash Generating Unit (“CGU”) A CGU is the smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other assets or groups
of assets. The Group has identified five CGUs in FY 2025: Energy, Fleet
management services (“FMS”), Navigation, Toll and Tax refund.
Significant judgement is applied in the allocation of goodwill to CGUs, or a
group of CGUs, as a change in the allocation of goodwill could impact the
result of the impairment review. As set out in Note 16(i), for the purpose of
impairment testing, goodwill acquired in a business combination is allocated
to each of the CGUs, or groups of CGUs, that is expected to benefit from that
business combination, at the lowest level at which goodwill is monitored for
internal management purposes.
Goodwill is allocated at the operating segment level, and if goodwill were
allocated at a lower level, the results of the impairment testing may be different.
The FMS and Energy CGUs comprise several businesses which have been
grouped for impairment testing purposes as they are expected to benefit from
the synergies of combinations with the ADS, Webeye and Inelo acquisitions to
support integration and ownership of key IT and software systems by W.A.G
payment solutions, a.s. The Group is not forecasting or reporting these acquisitions
separately in its management reporting because the cash inflows from ADS,
Webeye and Inelo acquisitions are not considered to be largely independent
of the other cash inflows.
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Key accounting issues Summary
Going concern and viability Assessing whether the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future and thus prepare
the accounts on a going concern basis requires estimates and judgements
to be made about the likely performance of the Group. It is necessary to
considered the principal risks and uncertainties, likely to affect the Group’s
future performance and position. The financial forecasts require particular
attention to be paid to the different scenarios tested (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.
These estimates are made on prevailing market conditions.
It is also necessary to assess the Group’s current financial position and
principal risks over a period longer than the 12 months (as required by the
Going concern statement) to conclude the Group’s financial viability. Similarly,
particular judgement and estimation is required around the principal risks
facing the Group together with the ability to preserve liquidity and ensure
compliance with the Group’s financial covenants.
Having considered management’s assessment, the Committee approved the
Going concern statement set out on page 42 and the Viability statement set
out on page 42.
Impairment of
non‑financial assets
Impairment exists when the carrying value of an asset or CGU exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal
and its value in use. The fair value less costs of disposal calculation is based
on available data from binding sales transactions, conducted at arm’s length,
for similar assets or observable market prices less incremental costs for
disposing of the asset. The value in use calculation is based on a discounted
cash flow (“DCF”) model.
The cash flows are derived from the budget and forecasts for the next five years.
The recoverable amount of the FMS CGU is sensitive to the discount rate used
in the DCF model as well as the expected future cash inflows and the growth
rate used for extrapolation purposes. These estimates are most relevant to
the carrying value of goodwill. The key assumptions used to determine the
recoverable amount of the CGUs are disclosed and further explained in
Note 16. The Committee considered the implications of the level of investment
in FMS and its effect on future cash flows.
Our disclosures against the Code are reviewed by the internal audit team and reported to the Committee.
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Audit and Risk Committee report continued
Fair, balanced and
understandable
The Committee carried out a thorough review
of the Group’s Annual Report and Accounts.
The Committee gave particular consideration
to whether the Annual Report and Accounts,
taken as a whole, was fair, balanced and
understandable, concluding it was.
To make this assessment, the Committee
received copies of the Annual Report and
financial statements to review during the
drafting process to ensure that the key
messages being followed aligned with the
Company’s position, performance and strategy
being pursued and that the narrative sections
of the Annual Report were consistent with the
financial statements. After consideration of all
of this information, the Committee is satisfied
that, when taken as a whole, the 2025 Annual
Report and Accounts is fair, balanced and
understandable, and provides the information
necessary for shareholders to assess the
Group’s performance, business model
and strategy.
Risk and internal controls
The key elements of the Group’s internal
control framework and procedures are set
out on page 32. The principal risks the Group
faces are set out on pages 34 to 39. The
Committee devoted part of each meeting to
discussions concerning risk and its management.
The Executive Committee has established
a sub‑committee, the Business Assurance
Committee. The sub‑committee reports to the
Executive Committee and also has a separate
reporting line directly to the Audit and Risk
Committee where the Chair of the Business
Assurance Committee presents updates.
The executive sub‑committee co‑ordinates
the governance, risk and controls at the Group
level before reporting to the Committee and
the Board. During the year, the Committee
reviewed risk registers and the principal risks,
and challenged management in respect of
the Company’s risk management framework
and risk appetite statements ahead of Board
discussions to approve the Group’s final
risk management framework and risk
appetite statements.
The material internal controls are reviewed
by the Business Assurance Committee and
the Audit and Risk Committee. The relevant
material internal controls have been defined
and mitigate the highest inherent risks of the
Group and are linked to the principal risks.
The work to assure the effectiveness of the
material internal controls is ongoing. Overall,
progress has been made across the Group
and we have observed a stronger control
environment. Partially effective and non‑effective
controls are discussed at the Audit and Risk
Committee. As a follow‑up, due dates for
remediation of the partially effective and
non‑effective controls are obtained from the
control owners. Progress will be monitored
and reported to the Audit and Risk Committee.
The Audit and Risk Committee, with support
from the Business Assurance Committee, will
continue to oversee the remediation and action
plans to ensure the effectiveness of all
material internal controls.
In addition to the general internal controls
and risk management processes described on
pages 32 and 33, the Group also has specific
systems and controls to govern the financial
reporting process and preparation of the
Annual Report and Accounts. These systems
include clear policies and the procedures for
ensuring that the Group’s financial reporting
processes and
the preparation of its financial
statements comply
with all relevant reporting
requirements. Group accounting policies are
comprehensively detailed in the Group
accounting policy manual, which all businesses
are required to comply with in the preparation
of their results.
Compliance
The Committee, with support from reports from
the Chair of the Business Assurance Committee,
reviewed its assurance arrangements covering
legal, financial, tax, risk, IT and cyber security.
It identified areas where additional assurance
on Group compliance with these policies and
procedures was required and agreed actions
with management to obtain the desired level
of assurance.
FRC minimum standards
for audit committees
The Committee considers that the
requirements set out in FRC Audit Committees
and the External Audit: Minimum Standard
published in May 2023 have been applied
and the Committee is compliant with those
requirements. During the year, the Committee
reviewed its own Terms of Reference, with no
changes adopted, as the Committee’s operations
either meet or exceed the requirements of the
minimum standard.
Effectiveness of external audit
The Committee, on behalf of the Board,
is responsible for the relationship with the
Auditors, and in carrying out its oversight
evaluates the effectiveness of the Auditors
and statutory audit process. The quality of the
statutory audit is a principal requirement of the
annual audit process and is regarded by the
Committee as such. The effectiveness of the
external audit process depends on appropriate
risk identification. In December 2025, the
Committee discussed the Auditors’ plan for
the 2025 audit. This included a summary of
the proposed audit scope and a summary of
what the Auditors considered to be the most
significant financial reporting risks facing the
Group, together with the Auditors’ proposed
audit approach to these significant risks. In
March 2026 the Auditors reported against its
audit scope, providing an opportunity for the
Committee to monitor progress and raise
questions, and challenge both the Auditors
and management. The Auditors are invited
to attend meetings of the Audit and Risk
Committee, as well as meeting with management
at regular intervals during the annual audit
process. The Committee formally reviewed the
effectiveness of the 2024 external audit during
2025. The Committee will formally review the
effectiveness of the 2025 external audit during
the first half of 2026.
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Board of Directors
Executive Committee
Audit
and Risk
Committee
Business Assurance Functions
Auditor independence
The Committee keeps under review the cost
effectiveness, independence and objectivity
of the External Auditors. The Committee has
put in place a policy on the engagement of the
External Auditors to supply non‑audit services
and a review of the effectiveness of the
External Auditors.
In assessing the independence of the Auditors
from the Group, the Committee takes into
account the information and assurances
provided by the Auditors, confirming that all
their partners and staff involved with the audit
are independent of any links to the Group.
PwC confirmed that all its partners and staff
complied with its ethics and independence
policies and procedures, which are fully
consistent with the FRC Ethical Standard,
including that none of its employees working
on the audit hold any shares in W.A.G payment
solutions plc.
PwC UK has audited the Company and Group
since 2021. PwC CZ audited the predecessor
group in 2019 and 2020. The lead audit partner
rotates every five years to assure independence.
Mr Mark Skedgel became lead partner in late
2021, responsible for the Group’s statutory
audit for the 2021 year end onwards. Mr Skedgel
will step down from the account following
completion of the 2025 audit and will be
replaced by Mr Richard Kay.
Business
Assurance
Committee
Reports made by
General Counsel
General Counsel
Internal
Audit
Compliance Legal Risk
The Committee is satisfied that the Company
has complied with the provisions of the Statutory
Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Processes and Audit Committee Responsibilities)
Order 2014, published by the Competition
and Markets Authority on 26 September 2014.
In recognition of underlying auditor rotation
requirements, the Committee currently intends
that a tender process will be undertaken for
the financial year ending 31 December 2029
onwards. The Committee will continue to review
the Auditors’ appointment each year to ensure
that the Company is receiving an optimal level
of service.
The Committee is satisfied that PwC
continues to be independent, and free
from any conflicting interest with the Group.
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Non-audit services policy
The External Auditors are primarily engaged to carry out statutory audit work. There may be
other services where the External Auditors are considered to be the most suitable supplier
by reference to their skills and experience. A policy is in place for the provision of non‑audit
services by the External Auditors, to ensure that the provision of these services does not impair
the External Auditors’ independence or objectivity, in accordance with the FRC Ethical Standard.
Service Policy
Audit‑related services
May include the provision of services subject
to approval by the Audit and Risk Committee,
including capital markets services, review of
interim financial statements, compliance
certificates and reports to regulators.
All permitted non‑audit services require approval
in advance. For amounts below £100,000, this
approval may be given by the Chief Financial
Officer. Otherwise approval may be given by
the Audit and Risk Committee, subject to the
cap of 70% of the fees paid for the audit in
the last three consecutive financial years.
Permissible services
Permissible services are detailed in the FRC’s
whitelist of Permitted Audit‑Related and
Non‑Audit Services. Any non‑audit service
which is not on the list cannot be provided by
the External Auditors.
Permissible in accordance with the FRC
Ethical Standard.
Non-audit services
The only fees incurred by PwC for non-audit work during the year were for: (i) an agreed upon
procedures engagement for CVS over a report on related parties which was required by law, for
which a fee of €5,000 was paid and (ii) a service to allow access to PwC’s generic accounting
manual, for which a fee of €1,600 was agreed and paid in 2025.
Internal audit
Since October 2021, the Internal Audit function
has operated under a co‑sourcing arrangement
with KPMG. This financial year, the Committee
reviewed various internal audit reports for
2025, and approved the internal audit plan
for 2026 in December. The Committee has
assessed the effectiveness of the Internal
Audit function and has satisfied itself that
the quality, experience and expertise of the
function continue to be appropriate for the
business. The Committee will review the
effectiveness of the Internal Audit function
again during 2026.
Audit fees for 2025
The External Audit fees for 2025 were
€1.905 million (FY24: €1.888 million) of
which €6,000 was for non‑audit and other
assurance services. The audit to non‑audit
fee ratio was 1:0.003.
The Committee reviewed the relatively
high audit fee and was satisfied that it was
appropriate, given the amount of substantive
testing undertaken given the fragmented
nature of the Company`s ERP systems and
the early stage of new ERP implementation.
Whistleblowing
The Committee approved the Group’s Speak
Up (Whistleblowing) campaign and implemented
a range of employee awareness campaigns
around whistleblowing. Part of the Speak Up
(Whistleblowing) campaign involved making
employees aware of the Committee Chair’s
email address, which is published on the
Group’s intranet, for the purpose of whistleblowing.
No items have been notified to the Committee
Chair prior to this report.
Terms of Reference
The Committee has reviewed and approved
the Terms of Reference, which are available
on the Company’s website, and were last
reviewed and approved in December 2025.
The Committee will, at least annually, review
its Terms of Reference to ensure they remain
appropriate and robust.
Committee effectiveness review
The Board undertook a review of its own
effectiveness which included the effectiveness
of the Committee. The Board and Committee will
implement actions from the review during 2026.
Continuing education
and training
During the year, the Board has received
training on health and safety, the FCA’s UK
Listing Rules, Whistleblowing, business
resilience and cyber security, and the
Economic Crime and Corporate Transparency
Act and regularly receives information and
regulatory updates that could affect the work
of the Committee.
Audit and Risk Committee report continued
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Remuneration report
Remuneration report
Annual statement
I am pleased to present Eurowag’s Directors’
Remuneration Report for 2025 which
comprises the following sections:
@
This Annual Statement, where I summarise
the work of the Remuneration Committee
during 2025 and our approach to
Directors’ remuneration
@
The Directors’ Remuneration Policy
(“Policy”), which was approved by
shareholders at an extraordinary
general meeting in September 2025
@
The Annual Report on Remuneration, which
explains in more detail what the Directors
have been paid in 2025 and how we intend
to implement the Policy in 2026
As reported last year, Sharon Baylay-Bell stepped
down from the board and from her role as Chair
of the Remuneration Committee in February
2025 and Sophie Krishnan took on the role
until leaving the board on 28 February 2026,
at which point I assumed the role of Chair.
On behalf of the Board, I would like to thank
Sophie for her commitment to good corporate
governance and understanding of shareholder
issues in running the Remuneration Committee.
2025 business performance
Eurowag delivered strong financial performance
during 2025, notwithstanding the challenging
external environment.
Net revenue grew by 12.9% to €330.1 million
with strong profitability delivering adjusted
EBITDA of €132.1 million, a margin of 40%.
Adjusted cash EBITDA also grew strongly, by
10.5%, to €98.0 million and we were able to
deliver a special dividend to shareholders of
€24.3 million in July 2025. This was delivered
alongside an improvement in our net leverage
which reduced from 2.3x in FY 2024 to 1.9x
at the end of 2025.
Eurowag office is now a live platform, with
over 30% of all customers using the platform
by the end of Q1 2026. Migration onto the
platform will be a key objective for 2026.
You can find more information on Eurowag’s
activities and performance in 2025 in the
Chief Executive Officer’s review on pages
4 and 5 and the Board Chair’s statement
on page 2.
Remuneration outcomes
for 2025
The annual bonus for 2025 was based 60%
on financial performance, comprising adjusted
EBITDA (30%) and net revenue (30%), 20%
on strategic objectives and 20% on
individual performance.
Financial (60%)
@
Adjusted EBITDA (30%) – the Group
achieved an adjusted EBITDA of €132.1 million
in 2025, which was above the threshold of
€121.6 million
@
Net revenue (30%) – the net revenue was
€330.1 million in 2025, above the threshold
of €292.8 million
Strategic (20%)
@
Active trucks (10%) – the number of active
trucks at the year end was 321,500, above
the threshold of 310,000 trucks
@
Customer Net Promoter Score (10%) –
the Net Promoter Score for 2025 was 43.8,
above the threshold of 41
Individual performance (20%)
@
Individual KPIs and objectives (20%) –
This includes annual objectives based on our
strategic initiatives, priorities and commitments
Linda Myers
Remuneration Committee Chair
The Committee is grateful
for the support received
from shareholders during
2025 to ensure executive
remuneration supports our
medium-term ambitions.”
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Remuneration report continued
Remuneration outcomes
for 2025 continued
The overall annual bonus outcome for 2025
was 72% of maximum opportunity for the
Chief Executive Officer and 78% for the Chief
Financial Officer. Two thirds of the bonus will
be paid in cash, and one third will be deferred as
per the Directors’ Remuneration Policy.
Performance Share Plan (“PSP”) awards
granted to selected individuals in 2023 will be
eligible to vest in 2026 based on performance
measures for the period ending 31 December 2025.
The Chief Financial Officer was granted an
award in 2023 under the PSP which will vest
in 2026 subject to performance conditions:
namely 60% on adjusted basic EPS and 40%
on relative TSR. The EPS outcome was below
the threshold. As per the Policy, the Remuneration
Committee considered the appropriateness of
the outcome and concluded that the vesting
outcome was not consistent with the strong
performance of the Group over the last
three-year period, the exceptional personal
contributions of the senior management team,
and the strategic progress achieved. As a
result, the Remuneration Committee believes
it is appropriate to exercise discretion and vest
the EPS element at two-thirds of maximum.
Directors’ Remuneration
Policy approval
The Committee was pleased with the strong
support received by shareholders for the
Directors’ Remuneration Policy at the Extraordinary
General Meeting held on 3 September 2025. In
accordance with the Policy, the Chief Financial
Officer was granted an option over shares under
the Long-Term Incentive Plan (“LTIP”) which
will vest on the third anniversary of grant
subject to a performance condition based
on cumulative adjusted cash EBITDA. Vested
awards will have a two-year holding period.
The Chief Executive Officer did not participate
in the long-term incentive arrangements.
Our people
In 2025, Eurowag conducted its standard
annual salary review for all employees,
resulting in an average salary increase of
5.4%, effective from 1 April 2025. This review
ensures that we remain competitive in the
market and continue to attract and retain top
talent while balancing Company affordability.
All our non-sales employees participate in the
2025 annual bonus scheme, scheduled to be
paid in April 2026. This scheme is part of our
broader commitment to rewarding performance
and fostering a culture of excellence. To ensure
fairness, we have aligned the financial measures
of this annual bonus scheme with those of the
Executive Directors’ annual bonus plan, ensuring
that performance is rewarded equally across
the workforce.
Our people and culture are the foundation of
Eurowag’s success. We have implemented
various initiatives to support our employees’
engagement, wellbeing and professional growth.
Our People and Culture Ambassadors Network,
which includes 40 colleagues from across the
organisation focuses on key areas such as
culture, diversity, inclusion, tech innovations,
and sharing Company purpose and strategy.
In 2025, our annual engagement survey
achieved a 93% participation rate, and the
overall engagement score increased from 62%
to 67%. We remain focused on fostering open
and inclusive communication, as well as
improving honest two-way communication
and aligning systems and processes.
We also continued to build on our diversity,
equity and inclusion strategy, with a focus
on gender diversity to further increase the
representation of women in leadership roles
and promote inclusive recruitment practices.
Our efforts included gender-neutral job postings,
diverse interview panels and partnerships with
organisations that support women in IT. We are
delighted to announce that the number of
women in senior management roles, below
ExCom, is now 40%.
Our commitment to learning and development
is reflected in initiatives like the Leadership
Design Journey and the internal mentoring
programme, which support our colleagues’
personal and professional growth. We also
offer access to digital training libraries,
e-learning courses, workshops and
certification opportunities.
By investing in our employees and creating
a supportive and engaging workplace, we
aim to drive success and innovation across
the organisation.
Operation of the Policy in 2026
The Committee intends to operate the Policy
as follows in the current financial year.
@
Fixed pay – the Remuneration Committee
considered several factors when reviewing
the base salaries of the Chief Executive
Officer and the Chief Financial Officer.
These factors included: the wider workforce
experience (with an average salary increase
budget of 6.6% across the company), market
data against market data, and overall business
performance. Balancing these considerations,
the Remuneration Committee approved, with
effect from 1 April 2026, a 6.8% increase for
the Chief Executive Officer and a 10% increase
for the Chief Financial Officer The Committee
recognises that the Chief Financial Officer’s
increase is above that of the general workforce,
but believes that this is important to recognise
his performance, level of responsibilities and
internal relativities.
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@
Annual bonus – the Chief Executive Officer
and Chief Financial Officer will participate in
the 2026 annual bonus plan, which aligns
them with the financial and corporate goals
set by the Remuneration Committee which
cascade down the organisation. In accordance
with the Policy, the Chief Executive Officer’s
and Chief Financial Officer’s maximum bonus
opportunity will be set at 150% of their salary.
For 2026, the proposed performance measures
aim to balance focus on strategic objectives.
We will place equal emphasis on Net Revenue
(30%) and Number of Active Trucks (30%),
to focus on delivering growth. Additionally,
30% of the measures will be based on Customer
Migrations to EW Office and the final 10%
individual objectives. The measures and
weightings ensure there is greater focus on
the key strategic goals that will help drive
cash EBITDA and shareholder value. The
targets remain commercially sensitive and
will be disclosed retrospectively in next
year’s Remuneration Report.
@
Long-term incentives – The Long-Term
Incentive Plan, as approved by shareholders
in 2025, is based on single performance
measure of adjusted Cash EBITDA, which
is our primary financial measure. The LTIP
comprised a single award, made in October
2025, which will vest subject to performance
conditions in 2028. There will be no long-term
incentives granted to the Chief Executive
Officer or Chief Financial Officer in 2026.
Concluding remarks
The Committee is very grateful for the support
received from shareholders at the 2025 AGM
and September 2025 EGM to ensure that our
executive remuneration supports our medium
term ambitions, and we are appreciative of
their constructive feedback. We will keep the
Policy under review to ensure that it is fit for
purpose and the executive remuneration
supports the Group’s strategic aims by retaining
and motivating the existing management team
whilst ensuring we remain focused on the
interests of shareholders.
Linda Myers
Chair of the Remuneration Committee
25 March 2026
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Directors’ Remuneration Policy
Remuneration Policy for Executive Directors
The Directors’ Remuneration Policy (the “Policy”) was approved by shareholders at the September 2025 EGM and applies for a three-year period. The following table summarises each element of
the Policy for the Executive Directors, explaining how each element operates and links to the corporate strategy.
Base salary
Link to strategy Operation Maximum potential value Performance metrics
@
To provide a base level
of pay that helps us
recruit, retain and
engage high-calibre
Executive Directors
@
Recognises the
knowledge, skills
and experience of the
individual and reflects
the scope and size
of the role
@
Salaries are normally reviewed, but not necessarily
increased, annually with any changes usually effective
from either 1 January or 1 April. An out of cycle review
may be conducted if the Committee determines it
is appropriate
@
When setting base salaries, the Committee considers
a number of factors, including (but not limited to) the
skills and experience of the individual, the size and
scope of the role, the geography in which the role
competes, salary increases across the Group, and
business performance as well as salary levels for
comparable roles in other similarly sized UK and
comparable companies
@
There is no maximum salary level
@
However, salary increases are normally
considered in relation to the wider salary
increases across the Group
@
Above workforce increases may be necessary
in certain circumstances, for example when there
has been a change in role or responsibility or
where an Executive Director has been appointed
to the Board on an initial salary which is lower
than the desired market positioning
@
Individual performance, as well as the performance
of the Group, is taken into consideration as part of
the annual review process
Pension
Link to strategy Operation Maximum potential value Performance metrics
@
To provide
cost-effective
retirement benefits
@
The Executive Directors may receive a pension
contribution to a Company pension scheme or
in the form of a cash allowance in lieu of pension
@
Pension contributions or allowances are normally
paid monthly and are not bonusable
@
Pension provision is no more generous than any
applicable local arrangements implemented for
other employees
@
Where provided, pension contributions for Executive
Directors are capped at that of the wider local
workforce (which, for UK employees, is 8% of salary)
@
Not applicable
Remuneration report continued
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Benefits
Link to strategy Operation Maximum potential value Performance metrics
@
To provide
competitive,
cost-effective
benefits, which help
to recruit and retain
Executive Directors
@
Benefits may include insurances such as life and
accident insurance, private medical and dental cover,
a mobile telephone, use of a company car or a car
allowance, a fuel card, travel allowances and other
market standard benefits provided across the Group
from time to time
@
Other benefits, such as residency allowances, air travel
where located away from home, tax return preparation
costs, relocation expenses, tax equalisation, expatriate
arrangements or support in meeting specific related
costs incurred may be provided as necessary
@
Reasonable business-related expenses (including any
tax thereon if determined to be a taxable benefit) will
be reimbursed
@
There is no specific maximum, although it is
not expected to exceed a normal market level
@
The value of benefits will vary based on the
cost to the Company of providing the benefits
@
Not applicable
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Annual bonus
Link to strategy Operation Maximum potential value Performance metrics
@
To incentivise and
reward for the delivery
of annual corporate
targets aligned to the
business strategy
@
To align with
shareholders’ and
wider stakeholders’
interests
@
The annual bonus is subject to performance measures
and objectives set by the Committee for the financial
year and continued service
@
At the end of the performance period, the Committee
assesses the extent to which the performance targets
have been achieved and approves the final outcome
@
One-third of any bonus earned will be deferred in shares,
normally for three years under the Deferred Bonus Share
Plan (“DBSP”), in respect of which dividend equivalents
may apply to the extent such deferred awards vest
@
Malus and clawback provisions apply as set out on page 103
@
Bonus awards are payable at the Committee’s discretion
@
The annual bonus policy maximum is 150%
of base salary
@
The target annual bonus opportunity is normally
set at 50% of the maximum
@
The amount payable for achieving threshold
performance is up to 25% of the maximum
@
If the threshold level is not achieved, no payment
will arise for the portion of bonus against that metric
@
The Committee will determine the relevant
measures and targets each year taking into
account the key strategic objectives at that time
@
Performance measures may include financial,
strategic, operational, ESG and/or personal objectives
@
The majority of the performance measures
will be based on financial performance
@
The Committee sets targets that are challenging, yet
realistic in the context of the business environment at
the time and by reference to internal business plans
and external consensus. Targets are set to ensure
that there is an appropriate level associated with
achieving the top end of the range but without
encouraging inappropriate risk taking
@
The Remuneration Committee has the discretion
to adjust formulaic outcomes if the Committee
believes that such outcome is not a fair reflection
of business and/or individual performance,
including consideration of shareholder and
broader stakeholder views
Remuneration report continued
Directors’ Remuneration Policy continued
Remuneration Policy for Executive Directors continued
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Long-term incentive (Hybrid LTIP)
Link to strategy Operation Maximum potential value Performance metrics
@
To incentivise and
reward for the
delivery of long-term
performance and
sustainable shareholder
value creation
@
To align with
shareholders’
interests and to
foster a long-term
ownership mindset
@
Under the LTIP, hybrid awards may be granted. Hybrid
awards comprise a mix of performance shares and
restricted shares in the form of nil/nominal cost options
or conditional awards
@
Performance shares vest after no less than three years
subject to the satisfaction of performance criteria and
continued service
@
Restricted shares vest after no less than three years subject
to the satisfaction of an underpin and continued service
@
Vested performance share and restricted share awards
are subject to a further holding period applying at least
until the fifth anniversary of grant, during which they
may not ordinarily be sold (other than to pay relevant
tax liabilities due)
@
Dividend equivalents may accrue over the period from
grant until the later of vesting and the expiry of any
holding period
@
Malus and clawback provisions apply as set out on page 103
@
The maximum annual award is 75% of salary
for performance shares and 75% of salary for
restricted shares
@
The proportion of performance shares which may
vest for threshold performance will be no more
than 25% of the maximum award. If the threshold
level is not achieved, no vesting will arise against
that metric
Performance shares:
@
Performance conditions, weightings and target
ranges will be determined prior to grant each year
to align with the Company’s longer-term strategic
priorities at that time
@
The measures which may be considered include
financial and shareholder value metrics, as well as
strategic, non-financial measures. The majority of
the measures will be based on financial and/or
shareholder value metrics. In normal circumstances,
financial or shareholder value measures will make
up the majority of the long-term incentive
Restricted shares:
@
Restricted share awards will be subject to the
satisfaction of a performance underpin which
considers the overall performance of the business
over the three-year performance period. If the
underpin is not achieved, vesting will be reduced,
including potentially down to nil, at the discretion
of the Committee
@
The Remuneration Committee has discretion under
the LTIP, in-line with the Code, to adjust the level of
vesting that would otherwise result (for example,
that would otherwise result by reference to formulaic
outcomes alone). This discretion would only be
used in exceptional circumstances and may take
into account corporate and personal performance
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Long-term incentive (Super LTIP)
Link to strategy Operation Maximum potential value Performance metrics
@
To incentivise and
reward for the delivery
of adjusted cash
EBITDA over the
period 2025-2027
@
To align with the
successful delivery
of the roadmap and
associated financial
benefits, namely
generation of
adjusted cash EBITDA
@
A Super LTIP grant may be made to Executive Directors
(excluding the current CEO) after approval of the Policy
in 2025 or, for new joiners during the three-year Policy,
shortly after joining the Board
@
The Super LTIP will be in the form of performance shares
structured as nil/nominal cost options or conditional awards
which vest after no less than three years from the grant
of the first Super LTIP awards in 2025 subject to the
satisfaction of performance criteria and continued service
@
Vested Super LTIP awards are subject to a further post
vesting holding period applying at least until the fifth
anniversary of the grant of the first Super LTIP awards
in 2025, during which they may not ordinarily be sold
(other than to pay relevant tax liabilities due)
@
Dividend equivalents may accrue over the period from
grant until the later of vesting and the expiry of any
holding period
@
Malus and clawback provisions apply as set out on page 103
@
The maximum award value is an award over
shares worth 675% (or in exceptional circumstances,
750%) of salary as at the time of the grant of
the award
@
The proportion of performance shares which may
vest for threshold performance will be no more
than 25% of the maximum award. If the threshold
level is not achieved, no vesting will arise against
that metric
@
Vesting of Super LTIP awards will be based on
the achievement of cumulative adjusted cash
EBITDA targets
@
For awards granted in 2025, no award will vest if
cumulative Cash EBITDA over the period 2025-2027
is less than €267 million; achieving €267 million will
result in 0% vesting and vesting will increase on a
straight line basis until there is full vesting for
delivering cash EBITDA of €355 million or higher
@
For awards granted to new joiners in 2026 or 2027,
it is anticipated that the same cash EBITDA targets
will apply although the Committee retains discretion
to apply different measures or targets to take into
account performance at the point of joining
@
The Remuneration Committee has discretion,
in-line with the Code, to adjust the level of vesting
that would otherwise result (for example, that
would otherwise result by reference to formulaic
outcomes alone). This discretion would only be
used in exceptional circumstances and may take
into account corporate and personal performance
Remuneration report continued
Directors’ Remuneration Policy continued
Remuneration Policy for Executive Directors continued
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Strategic report Corporate governance• • Financial statements
All employee share plans
Link to strategy Operation Maximum potential value Performance metrics
@
To encourage wider
share ownership
across all employees,
including the
Executive Directors
@
To align with
shareholders’
interests and to foster
a long-term mindset
@
Executive Directors may participate in all employee
schemes on the same basis as other eligible employees
@
While no scheme is currently in place, the Policy permits
participation in a Share Incentive Plan, a Save As You
Earn (“SAYE”) scheme or any other all-employee share
scheme if introduced during the life of this Policy
@
Limits are in-line with those set by HMRC
@
Not applicable
Shareholding requirements
Link to strategy Operation Maximum potential value Performance metrics
@
To align with
shareholders’ interests
and to foster a
long-term mindset
@
Executive Directors will normally be expected to retain
vested shares, net of sales to settle tax, until they have
met the required shareholding
@
Progress towards the guideline will be reviewed
by the Committee on an annual basis
@
The shareholding requirement will continue to apply for
a period of two years after termination of employment,
with the obligation being to retain the lower of the shareholding
requirement or those shares held towards the shareholding
requirement at the date of termination. The shareholding
requirement will halve upon the commencement of the
second year following termination
@
The shareholding requirement for Executive
Directors is 200% of base salary
@
The equivalent net value of unvested ordinary
shares subject to any awards held by an
Executive Director to which only time-based
vesting or a holding period applies will count
towards the shareholding requirement
@
Not applicable
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Strategic report Corporate governance• • Financial statements
Directors’ Remuneration Policy continued
Fees policy for Chair and Non-Executive Directors
The following table summarises the fees policy for the Chair and the Non-Executive Directors.
Fees
Link to strategy Operation Maximum potential value Performance metrics
@
To align with
shareholders’
interests and to foster
a long-term mindset
@
Fees for the other Non-Executive Directors are set
by the Board, excluding the Non-Executive Directors
@
Fee levels are determined based on an estimate of
the expected time commitments of each role and
by reference to comparable fee levels in other
companies of a similar size and complexity
@
Additional fees are payable to the Senior Independent
Director and Chairs of the Audit and Risk and
Remuneration Committees (or any other Committee
operated by the Board), to reflect their additional
responsibilities and a fee is payable for acting as
a member of one or more of such Committees
@
Additional fees may be payable for additional
responsibilities such as ESG-related responsibilities
or for being the Non-Executive Director designated
for engagement with the workforce for the purposes
of the Code
@
Higher fees may be paid to a Non-Executive Director
should they be required to assume executive duties
on a temporary basis
@
The Non-Executive Directors and the Chair are not
eligible to receive benefits and do not participate in
pension or incentive plans
@
Business expenses incurred in respect of their duties
including international travel and accommodation for
meetings (including any tax thereon) are reimbursed
@
Fees are reviewed, but
not necessarily increased,
annually. Fee increases
are normally effective from
either 1 January or 1 April
@
There is no maximum fee level
@
Not applicable
Notes to the policy table
Differences between Directors’ remuneration and employees’ pay
The key difference between senior executives’ pay and that of the workforce is participation in variable pay schemes. Senior executive remuneration arrangements are more aligned to Company
performance due to the level of their business influence, with high focus on business performance and shareholder alignment. For our employees, a significant factor in determining remuneration
is the individual’s performance with appropriate retention initiatives focusing on high performers and key talent. Over half of our employees participate in an annual bonus arrangement. Participation
in the Super LTIP awards, the LTIP and the existing below Board Employee Share Plan (“ESP”) is limited to the most senior people and those with greater influence on Group performance outcomes
and the share price. The value of each element of the package that an employee may receive will vary according to the employee’s seniority and level of responsibility.
Selection of performance measures and targets
The Remuneration Committee determines the performance measures applying to the annual bonus and performance shares (under the LTIP) based on the strategic priorities of the Group at the
time. The measures and their weightings may change from year to year to reflect the needs of the business. Measures used may include financial (such as cash EBITDA, net revenue, adjusted
EBITDA and adjusted EPS), operational, strategic, ESG or sustainability goals, total shareholder return, and personal or individual objectives. The use of such measures is intended to ensure performance is
assessed on a rounded basis and is appropriately aligned to the Group’s KPIs. The targets for both the annual bonus and LTIP performance shares are set after considering internal business plans,
economic forecasts and, to the extent it exists, external analyst consensus. The target range is calibrated so that it is realistic yet requires stretching outperformance to achieve the top end.
Restricted shares granted under the LTIP are subject to an underpin assessment.
Remuneration report continued
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Malus and clawback
The incentive pay awards made by the Company are subject to provisions that allow it to recover
any value delivered (or which would otherwise be delivered) in connection with any variable
award including annual bonus, DBSP and PSP awards in exceptional circumstances, and where
it believes that the value of those variable pay awards is no longer appropriate.
The malus and clawback provisions can be used in the following circumstances:
@
A material misstatement
@
An error of calculation (including on account of inaccurate or misleading information)
@
An action or conduct that amounts to serious misconduct
@
An instance of corporate failure (e.g. administration or liquidation)
@
A significantly adverse impact on the Group’s reputation
Malus and clawback may be effected prior to the third anniversary of the vesting of an LTIP
award or prior to the third anniversary of the payment of a bonus or grant of deferred bonus
share award, as relevant.
Discretions retained by the Committee in operating the
incentive plans
The Committee operates the Group’s incentive plans according to their respective rules and in
accordance with HMRC and listing rules where relevant. To ensure the efficient operation and
administration of these plans, the Committee may apply certain discretions. These include (but
are not limited to) the following:
@
Determining the participants in the plans
@
Determining the timing of grants and/or payments
@
Determining the size of grants and/or payments (within the limits set out in the Policy table)
@
Determining the appropriate choice of measures, weightings and targets for the incentive
plans from year to year including any use of discretion to amend the outcome, as appropriate
@
Determining good leaver status and the extent of vesting and or payment under the incentive plans
@
Determining the extent of vesting of awards under share-based plans in the event of a change
of control
@
Making any appropriate adjustments required in certain circumstances (e.g. rights issues,
corporate restructuring events, variation of capital and special dividends)
While performance conditions will generally remain unchanged once set, the Remuneration
Committee may vary the performance conditions applying to any award after it is granted if an
event occurs which causes the Remuneration Committee to consider that it would be appropriate
to amend the performance conditions, provided the Remuneration Committee acts fairly and
reasonably in making the alteration and, in the case of awards to the Company’s Executive
Directors, the amended performance conditions are not materially more or less challenging
than the original conditions would have been but for the event in question.
Legacy arrangements
As set out in the Prospectus, the Company had various legacy share and cash arrangements
which may vest on their original terms post-IPO. This Policy gives authority to the Company
to honour any commitments entered with current Directors prior to the approval of this Policy
and prior to the Company’s admission or with internally promoted future Directors prior to their
appointment. Details of any payments under the legacy arrangements will be set out in future
Directors’ Remuneration Reports as they arise.
Statement of consideration of shareholder views
In considering the operation of the Policy, the Committee takes into account the published
remuneration guidelines and specific views of shareholders and proxy voting agencies.
The Committee will consider shareholder feedback received in relation to the AGM each
year and the reports from shareholder representative bodies more generally. The Committee
consulted with the Company’s largest shareholders when seeking changes to the Policy for
approval in 2025. Furthermore, the Committee will consider specific concerns or matters
raised at any time by shareholders on remuneration.
Statement of consideration of employment conditions
elsewhere in the Group
In considering rewards for Executive Directors and senior executives, the Committee has been
provided with an update of pay and employment conditions throughout the Group. This includes
details of base salary increases, bonus award levels and share scheme participation across the
Group workforce, as well as more information on salaries and proposed increases for the Executive
Committee and Senior Leadership Team. The Committee has reviewed and agreed all grants of
share awards. The 2024 Employee Engagement scores, which included workforce feedback on
executive and employee remuneration, were shared and reviewed with the designated Non-Executive
Director for employee engagement.
103
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Directors’ Remuneration Policy continued
Recruitment of Executive Directors – approach to remuneration
The ongoing remuneration package for any new Executive Director will be set in accordance with
the terms of the Policy in place at the time of appointment. The principles, which will be applied,
are set out below:
@
Base salary – will be set at an appropriate level taking into account the skills and experience
of the individual, the criticality and nature of the role and the geography in which the role competes
or is recruited from. If the base salary is set below market on appointment to reflect experience,
there will be an expectation that subsequent increases may be above those of the wider workforce
to bring this into line with the desired level as the individual develops in the role. In some cases,
it may be necessary to set a new recruit’s salary above his or her predecessor’s salary. The
Committee is mindful that the Company should avoid paying more than is necessary to recruit
the desired candidate
@
Benefits – will be in-line with those offered to other employees in the same location and take
account of any local market norms. In addition, the Committee recognises that it may need to
meet certain relocation expenses, expatriate benefits and temporary accommodation and
travel expenses, as appropriate
@
Pension – will be in-line with that offered to local or wider workforce norms
@
Annual bonus – will be operated in-line with the terms set out in the Policy table (including
the maximum opportunity disclosed) and will be pro-rated in the year of joining to reflect the
period of service rendered during the financial year. Depending on the timing of the appointment,
it may be necessary for the Committee to use alternative performance measures for the
remainder of the initial performance period
@
LTIP – will be operated in-line with the terms set out in the Policy table, including the maximum
opportunities disclosed. An award may be made shortly after appointment (assuming not in a
closed period). A Super LTIP award (all performance shares) or normal LTIP award (comprising
performance shares and restricted shares) may be made upon joining. If a Super LTIP award is
granted, there will no normal LTIP awards granted to the new joiner until 2028
@
Buy-out awards – the Committee may consider offering additional cash and/or share-based
elements to replace remuneration forfeited by an individual on leaving their previous employment
when it considers these are necessary to facilitate the appointment and in the best interests of
the Company and its shareholders. Any buy-out arrangements will be made under the existing
incentive plans or the relevant provision of the UKLA Listing Rules and would, as far as possible,
be delivered on a like-for-like basis taking account of the nature, time horizons and any
performance requirements attached to the awards forfeited
For an internal appointment, any variable pay element or benefit awarded in respect of the prior
role may be allowed to continue on its original terms. For the avoidance of doubt, this includes
any remuneration arrangements in place prior to the Company’s admission. On appointment of
a new Chair of the Board or Non-Executive Director, the fees will be set taking into account the
experience and calibre of the individual and the prevailing rates of other Non-Executive Directors
in similarly sized companies at the time.
Executive Directors’ service contracts
The service contracts for the Chief Executive Officer and Chief Financial Officer are terminable
by either party, with six months’ notice for the Chief Executive Officer and 12 months’ notice for
the Chief Financial Officer. Additionally, any contracts for newly appointed Executive Directors
will include equal notice in the future, capped at a maximum of 12 months. The specific date of
each service contract is recorded in the table below:
Date of service contract
Chief Executive Officer
1
- Martin Vohánka 7 September 2021
Chief Financial Officer
2
– Oskar Zahn 12 May 2023
Notes:
The Chief Executive Officer was appointed as Director of W.A.G. payment solutions plc on 3 August 2021.
The Chief Financial Officer was appointed as Director of W.A.G. payment solutions plc on 12 May 2023.
Executive Directors’ service agreements are kept available for inspection at the Company’s
single alternative inspection location.
Executive Directors’ external appointments
Executive Directors may accept external appointments as Non-Executive Directors of other
companies with the specific approval of the Board in each case. Any fees payable will be
retained by the Executive Directors.
Non-Executive Directors’ terms of appointment
The Non-Executive Directors do not have service contracts with the Company but instead have
letters of appointment. The appointments of each of the Independent Non-Executive Directors
are for an initial term of three years from the date of appointment, unless terminated earlier, until
the conclusion of the Company’s AGM occurring approximately three years from that date. The
appointment of each Independent Non-Executive Director is also subject to annual re-election
at the Company AGM. The date of appointment for each Non-Executive Director is shown in
the table below:
Date of appointment
Morgan Seigler 7 September 2021
Mirjana Blume 7 September 2021
Steve Dryden 1 June 2023
Kevin Li Ying 1 March 2024
Linda Myers 2 February 2026
Remuneration report continued
104
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Strategic report Corporate governance• • Financial statements
€3,134
19%
38%
25%
19%
€2,545
46%
31%
23%
€1,988
51%
20%
29%
€903
56%
44%
€650
39%
61%
€397
100%
€903
56%
44%
€581
100%
The Chair’s appointment can be terminated with six months’ notice or, at the Company’s
discretion, immediately in exchange for a payment in lieu of notice. Additionally, the Company
reserves the right to terminate the Chair’s appointment without compensation. Similarly, a
Non-Executive Director’s appointment requires one month’s notice for termination, but the
Company also has the authority to terminate it immediately without compensation.
Policy on payment for departure from office
On termination of an Executive Director’s service contract, the Committee will take into account
the departing Director’s duty to mitigate their loss when determining the amount of compensation.
The Committee’s policy is described below and will be implemented, taking into account the
contractual entitlements, the specific circumstances for the departure and the interests of shareholders:
@
Base salary, benefits and pension – if notice is served by either party, the Executive Director
can continue to receive base salary, benefits and pension for the duration of their notice period.
The Executive Director may be asked to perform their normal duties during their notice period,
or they may be put on garden leave. The Company may, at its sole discretion, terminate the
contract immediately, at any time after notice is served, by making a payment in lieu of notice
equivalent to base salary only, with any such payments being paid in monthly instalments over
the remaining notice period. The Executive Director will normally have a duty to seek alternative
employment and any outstanding payments will be subject to offset against earnings from any
new role
@
Annual bonus – if an Executive Director ceases to be employed or is under notice of termination
for any reason prior to the date that a bonus is due to be paid, no bonus shall be payable. In
certain good leaver circumstances (death, injury or disability, redundancy, retirement, their
office or employment being in a company which ceases to be a Group member or for any other
reason if the Committee so decides), the Committee may determine that a bonus shall continue
to be paid at the normal time and the bonus will typically be subject to a time pro-rata reduction.
Any DBSP awards will lapse upon cessation, except in good leaver situations as set out above.
In such cases, awards will normally vest on their normal vesting dates but the Committee may
decide to vest awards upon cessation of employment. The Committee may apply a pro-rata
reduction if it decides it is appropriate to do so
@
PSP/LTIP awards – unvested performance share awards will lapse upon cessation. In certain
good leaver situations, performance shares will normally be retained by the individual for the
remainder of the vesting period and remain subject to the relevant performance conditions
and ordinarily subject to a pro-rata reduction for time. The Committee will retain discretion
to assess performance/underpins and allow awards to vest at an earlier date if considered
appropriate. Any outstanding SIP and/or SAYE awards will be treated in-line with HMRC
regulations. Disbursements, such as legal costs and outplacement fees, may be payable
as appropriate. The Committee retains the authority to settle any legal claims against the
Company, if considered to be in the best interests of shareholders
Illustration of the policy
The chart below sets out the potential values of the remuneration package of the Executive
Directors for 2026, under various performance scenarios.
Share price growth Long-term incentive Annual bonus Fixed
Minimum
CEO CFO
MinimumOn-target On-targetMaximum MaximumMax with
growth
Max with
growth
3,500
3,250
3,000
2,750
2,500
2,250
2,000
2,750
1,500
1,250
1,000
750
500
250
0
€’000
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Strategic report Corporate governance• • Financial statements
Annual report on remuneration
At the 2024 AGM shareholders approved our Directors’ Remuneration Policy (the “Policy”) and on 3 September 2025, shareholders approved
a new Policy. This section of the report provides detail on how we have implemented the policies which, together with the Annual Statement,
will be subject to a single advisory shareholder vote at our 2026 AGM.
Remuneration Committee
roles and responsibilities
The Remuneration Committee assists the
Board in determining its responsibilities in
relation to remuneration, including making
recommendations to the Board on the
Company’s policy on executive remuneration,
setting the overarching principles, parameters
and governance framework of the Company’s
Remuneration Policy and determining the
individual remuneration and benefits package
of each of the Company’s Executive Directors,
Executive Committee and Company Secretary.
Remuneration Committee
members and meetings
The Committee comprised the following
independent Non-Executive Directors during
the year:
@
Sophie Krishnan (until 28 February 2026)
@
Sharon Baylay-Bell (until 21 February 2025)
@
Mirjana Blume
@
Steve Dryden
@
Kevin Li Ying
Sophie Krishnan was a member of the
Remuneration Committee throughout 2025
and became Chair of the Committee on 11
February 2025 until she stepped down from
the Board on 28 February 2026. Linda Myers
joined the Board and Remuneration
Committee on 2 February 2026 and became
the Chair of the Committee on 1 March 2026.
The Chief Executive Officer, the Chief
Financial Officer and the Chief Human
Resources Officer and other members of
the management team attend meetings by
invitation to provide valuable input. However,
no Director or employee plays any part in
determining their own remuneration.
The Remuneration Committee is required to
meet at least three times a year. The Terms of
Reference of the Remuneration Committee
cover such issues as membership and the
frequency of meetings, as mentioned above,
together with requirements for the quorum
for and the right to attend meetings, reporting
responsibilities and the authority of the
Remuneration Committee to carry out its
duties. Further details on the roles and
responsibilities of the Committee are
disclosed in the Terms of Reference, which
were reviewed during the year and can be
found on the Company’s corporate website
(www.investors.eurowag.com/).
Key activities during the year
The Remuneration Committee held four
scheduled meetings during 2025. Sharon
Baylay-Bell was unable to attend one meeting,
otherwise all members of the Remuneration
Committee were present at each meeting.
The Remuneration Committee undertook
the following activities in this period:
@
Agreed the 2025 base salaries for
Executive Directors and selected Senior
Leadership Team members under the
Remuneration Committee’s remit
@
Undertook a comprehensive review of the
Directors’ Remuneration Policy including
consultation with shareholders and shareholder
approval for a new Policy at an EGM on
3 September 2025
@
Implemented the Directors’ Remuneration
Policy in accordance with the relevant Policies
approved at the 2024 AGM and the 2025
EGM, including the grant of the Super LTIP
@
Determined the participants in the 2025
annual bonus and long-term incentive
schemes and the related measures and
targets, ensuring incentives were aligned
with Company performance and culture
@
Approved the disclosures contained within
the 2024 Directors’ Remuneration Report
@
Received updates from the Committee’s
independent advisor on market practice
and governance developments, including
an overview of the 2025 AGM season and
updates to shareholder and proxy voting
agency guidelines
@
Approved the outcomes of the 2024 annual
bonus plan and 2022 PSP awards and
received updates on the 2025 bonus plan
and other inflight PSP awards
@
Undertook an initial consideration of
performance measures to apply to the
2026 annual bonus scheme
@
Reviewed the Remuneration Committee’s
Terms of Reference
Independent advisor
The Company received advice from FIT
Remuneration Consultants LLP (“FIT”).
During the year, FIT assisted the Remuneration
Committee on a range of subjects including
the design of the 2025 Policy, incentive
arrangements for 2025, an overview of pay
trends and governance and remuneration
report drafting. FIT is a signatory to the
Remuneration Consultants’ Code of Conduct
and has confirmed to the Committee that it
adheres in all respects to the terms of the
Code. The fees for the advice provided to
the Remuneration Committee for the year to
31 December 2025 were £75,318 plus VAT
(on a time and materials basis). FIT separately
provided share plan technical and related
services to the Company during the year but
provides no other services to the Company
and the Committee is satisfied that it receives
independent and objective advice.
Remuneration report continued
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Strategic report Corporate governance• • Financial statements
Single total figure of remuneration (audited)
The single figure of total remuneration disclosures covers the 2025 financial year and the prior financial year.
EUR ’000 Salary/fees Benefits
7
Pension
8
Total fixed
remuneration
Annual
bonus
9
LTIP
10
Total
variable
remuneration
Total
remuneration
Executive Directors
Martin Vohánka
2025 341 28 — 369 363 — 363 732
2024 321 60 — 381 313 — 313 694
Oskar Zahn
1
2025 521 61 42 624 602 382 984 1,608
2024 508 46 41 595 571 — 571 1,166
Non-Executive Directors
1
Steve Dryden
2
2025 224 — — 224 — — — 224
2024 118 — — 118 — — — 118
Sophie Krishnan
3
2025 123 — — 123 — — — 123
2024 74 — — 74 — — — 74
Kevin Li Ying
4
2025 109 — — 109 — — — 109
2024 74 — — 74 — — — 74
Mirjana Blume 2025 120 — — 120 — — — 120
2024 107 — —
107 — — — 107
Morgan Seigler
5
2025 — — — — — — — —
2024 — — — — — — — —
Paul Manduca
6
2025 201 — — 201 — — — 201
2024 350 — — 350 — — — 350
Susan Hooper
6
2025 — — — — — — — —
2024 42 — — 42 — — — 42
Sharon Baylay-Bell
6
2025 16 — — 16 — — — 16
2024 112 — — 112 — — — 112
Notes:
1. Oskar Zahn and the non-executive directors are paid in GBP and their 2025
remuneration has been converted to Euros at a rate of €1:£0.857.
2. Steve Dryden joined as a Non-Executive Director on 1 June 2023 and became
Chair of the Board at the 2025 AGM on 22 May 2025.
3. Sophie Krishnan was appointed to the Board on appointed on 1 March 2024.
Her remuneration reflects the period served on the Board since appointment.
Sophie was appointed as chair of the Remuneration Committee on 11 February 2025
and as a member of the Nomination & Governance Committee on 22 May 2025.
4. Kevin Li Ying was appointed to the Board on 1 March 2024 and became a
member of the Nomination & Governance Committee on 22 May 2025.
5. Morgan Seigler was appointed to the Board by TA Associates. He does not
receive a fee for his services.
6. Susan Hooper stepped down as a Non-Executive Director on 16 May 2024.
Paul Manduca stepped down from the Board at the 2025 AGM. Sharon Baylay-Bell
stepped down from the Board on 21 February 2025. Their remuneration reflects
the periods served on the Board.
7. Benefits for Executive Directors included life insurance, private medical and
dental insurance, residency allowance, air travel, reimbursement of tax return
preparation costs, use of company car, fuel card and travel allowances. The
”Benefits“ figure for Martin Vohánka in 2024 and 2025 reflects also the value
of the vacation pay according to the local legislation in the Czech Republic.
8. Martin Vohánka did not participate in a private pension arrangement in 2025.
Oskar Zahn received a pension contribution as a cash allowance to the value
of 8% of base salary in lieu.
9. The bonus outcome for the year was 72% of maximum for Martin Vohánka and
78% for Oskar Zahn. Two-thirds of the bonus earned will be paid in cash, while
one-third will be deferred for three years. For Martin Vohánka, the deferred
portion will be in cash, and for Oskar Zahn, it will be in shares, contingent upon
continuous service.
10. The 2025 LTIP figure relates to the LTIP awards that were granted to Oskar Zahn
in April 2023. These awards were subject to EPS and relative TSR performance
criteria and will vest at 50.79% of maximum. As the vesting date for these awards
is after the date of signing off this report, the LTIP awards have been valued using
the average three month share price to 31 December 2025 (94.39 pence) and
converted at a rate of €1:£0.857.
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Annual report on remuneration continued
2025 annual bonus outcome (audited)
The 2025 annual bonus was based on the achievement of financial and non-financial measures
as set out below:
Targets and performance
Performance measure
Threshold
(10% payable)
Max
(100%
payable) Actual
Bonus outcome
(% of maximum
for each
element)
Bonus earned
(% of overall
maximum)
Adjusted EBITDA (€m) (30%) 121.6 145.8 132.1 72 22
Net revenue (€m) (30%) 292.8 350.4 330.1 69 22
Number of active trucks (10%) 310 350 321.5 36 4
Customer NPS (10%) 41 43 43.8 100 10
Individual KPIs (20%) 70% CEO
100% CFO
14% CEO
20% CFO
Total bonus 72% CEO
78% CFO
The Remuneration Committee considered the formulaic outcome against the Annual Bonus
performance measures and considered whether the results properly reflected the performance
of the Group over the year. It exercised its discretion to make a minor amendment to the outcome
to adequately reflect management performance and provided an appropriate baseline for future
performance conditions.
Both the Chief Executive Officer and the Chief Financial Officer had individual objectives,
including those relating to business continuity and sustainability, including succession planning
and upskilling teams, and improving operational efficiency and working capital management.
The Chair of the Board considered the outcome as part of the annual performance review
process and the results were reviewed by the Remuneration Committee.
The Committee considered the outcome in the context of broader company and individual
performance and agreed that the results were warranted.
The bonus opportunity for Martin Vohánka and Oskar Zahn for 2025 was 150% of base salary.
Total bonus
€000
Cash (2/3)
€000
Deferred (1/3)
€000
Martin Vohánka 363 242 121
Oskar Zahn
1
602 401 201
Note:
1. Oskar Zahn is paid in GBP and his remuneration has been converted to Euros at a rate of €1:£0.857.
One-third of the bonus is deferred for three years – Martin Vohánka’s bonus will be deferred in cash
to reflect his high shareholding in the business and Oskar Zahn’s bonus will be deferred in shares.
Long-term incentive awards vesting (audited)
The Chief Financial Officer was granted a performance share award on 20 April 2023. This award
was subject to adjusted basic EPS and relative TSR measures for the financial year ended 31
December 2025, as set out below.
Vesting (% of awards) 0% vesting 25% vesting 100% vesting
Actual
performance Vesting (%)
Adjusted basic EPS for the
year ended 31 December
2025 (60%)
<11.5
cents
11.5
cents
≥14.24
cents
4.83
cents
66.67%
vesting
Relative TSR for the year
ended 31 December 2025
(40%)
Below
median
Median Upper
quartile
Between
median and
upper quartile
26.98%
vesting
The relative TSR condition was measured against the TSR of the constituents of the FTSE 250
excluding investment trusts.
The Remuneration Committee has exercised its discretion to award a higher outcome as it
believes this is a fairer assessment of the strong Group performance and personal contribution
over the three-year period and of the strategic progress made.
Number of
awards granted Vesting
Number of
awards vesting
Value of
vested awards
€
Oskar Zahn 682,395 50.79% 346,588 381,732
The value of the vested awards has been estimated based on the average three month share
price to 31 December 2025 (94.39p) and converted at a rate of €1:£0.857.
Super LTIP award granted in 2025 (audited)
The new Directors’ Remuneration Policy was approved by shareholders at the Extraordinary
General Meeting held on 3 September 2025. Under the Policy, Oskar Zahn was granted a one-off
Super LTIP award over 3,131,551 shares. Given the larger grant and the Committee’s desire to
focus performance on the three years covering 2025-2027, Oskar will not receive a long-term
incentive award in 2026 or 2027. The awards are capable of vesting three years after grant and
a further two-year holding period will apply.
Details of the award granted to Oskar Zahn are set out below:
Date of
grant
Type of
award
No. of
awards
Face value
of award
Award as a
% of salary
Vesting
date
Expiry of
holding period
Oskar Zahn 1 October
2025
Nominal
1p option 3,131,551 £3,047,625
675%
(225% p.a.)
1 October
2028
1 October
2030
The awards was priced using the five day average share price prior to the date of grant (97.32p)
Remuneration report continued
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
The awards vest based on the following cumulative cash EBITDA targets:
Cumulative adjusted cash EBITDA
1
(2025-2027) Vesting
Less than €267m 0%
€267m 0%
€355m or higher 100%
Between €267m and €355m Pro rata vesting between 0% and 100%
1. Adjusted cash EBITDA is defined as adjusted EBITDA less capitalised R&D plus non-cash share-based payments as set out
in note 2 to the Financial Statements.
The above targets are deemed to be appropriately stretching and require compound annual growth
in adjusted cash EBITDA of more than 15% per annum for full vesting.
Deferred bonus share awards granted in 2025 (audited)
On 15 April 2025, deferred bonus share awards relating to the bonus outcome for 2024 were
granted to executive directors. The Chief Executive Officer’s award is over notional shares while
the Chief Financial Officer’s award is in the form of nominal cost options.
Date of
grant
Type of
award
No. of
awards
Basis of
award
Vesting
date
Martin Vohánka 15 April
2025
Notional
shares
142,084 1/3rd of
2024 bonus
15 April
2028
Oskar Zahn 15 April
2025
Nominal
1p option
255,304 1/3rd of
2024 bonus
15 April
2028
These awards will vest after 3 years subject to continued service.
Payments for loss of office and to former Directors (audited)
There were no payments for loss of office, nor payments to former Directors.
Share interests and incentives (audited)
The table below sets out the share awards held by Executive Directors. The CEO does not hold any share awards.
Oskar Zahn
Date of
award
Number of
awards at
1 January 2025
Awards
granted
Awards
vested
Awards
lapsed
Awards
exercised
Number of
awards at
31 December
2025
Earliest
vesting date
Lapse
date
Buyout Award I 20 April 2023 37,689 — — — — 37,689 10 May 2026 20 April 2033
Buyout Award II 20 April 2023 45,240 — — — — 45,240 8 March 2027 20 April 2033
Buyout Award III 20 April 2023 79,233 — 79,233 — — 79,233 8 March 2024 20 April 2033
Buyout Award IV 20 April 2023 251,391 — 251,391 — — 251,391 10 May 2024 20 April 2033
2023 PSP 20 April 2023 682,395 — — — — 682,395 20 April 2026 20 April 2033
2024 LTIP (performance shares) 16 May 2024 452,949 — — — — 452,949 16 May 2027 16 May 2034
2024 LTIP (restricted shares) 16 May 2024 452,949 — — — — 452,949 16 May 2027 16 May 2034
2024 LTIP (restricted shares) (one off) 16 May 2024 603,933 — — — — 603,933 16 May 2027 16 May 2034
Super LTIP 1 October 2025 — 3,131,551 — — — 3,131,551
1 October 2028
1 October 2038
Deferred bonus 22 April 2024 81,931 — — — — 81,931 22 April 2027 22 April 2034
Deferred bonus 15 April 2025 — 255,304 — — — 255,304 15 April 2027 15 April 2035
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Annual report on remuneration continued
Share interests and incentives (audited) continued
The table below sets out the total shareholdings and share interests for each Board Director.
Audited
Shares owned
outright as at
31 December
2025
Vested but
unexercised
options
Options
unvested and
subject to
performance
conditions
Options
unvested and
not subject to
performance
conditions
Shareholding
as a
percentage
of salary
Shareholding
requirement
met
(200% salary)
Executive Directors
Martin Vohánka
1
329,195,021
— — — 118,279% YES
Oskar Zahn
2
— 330,624 5,323,776 420,164 94% NO
Non-Executive Directors
Morgan Seigler — — — — — n/a
Mirjana Blume 13,913 — — — — n/a
Steve Dryden 59,699 — — — — n/a
Linda Myers — — — — — n/a
Kevin Li Ying — — — — — n/a
Sharon Baylay-Bell 35,000 — — — — —
Sophie Krishnan — — — — — —
Paul Manduca 150,000 — — — — —
Notes:
1. Comprises 135,775,918 shares held by Martin Vohánka and 193,419,103 shares held by Couverina Business s.r.o, a business
wholly owned by Martin Vohánka.
2. Oskar Zahn’s shareholding for the purpose of the shareholding guideline comprises the value of shares owned outright,
the net of tax value of vested but unexercised options and unvested share awards which are not subject to any
performance requirements.
The shareholding as a percentage of salary is based on shares owned outright and the net of tax
number of other awards which are not subject to ongoing performance conditions. The middle
market share price at the close of business on 31 December 2025 was £1.05 and the range of the
middle market price from 1 January 2025 until 31 December 2025 was £0.588 to £1.15. Since the
year end to the date of signing off this report there have been no changes in the shareholdings
shown in the table above.
Performance graph against FTSE 250
The chart below shows the value of £100 invested in the Company on IPO compared with the
value of £100 invested in the FTSE 250 Index at the same date and the movement in value until
31 December 2025. We have chosen the FTSE 250 Index as Eurowag is a constituent of the
index and it provides the most appropriate and widely recognised index for benchmarking
the Company’s corporate performance since IPO.
W.A.G payment solutions FTSE 250 Index
Source: Datastream (a LSEG product).
7 Oct
2021
31 Dec
2021
31 Dec
2022
31 Dec
2024
31 Dec
2025
31 Dec
2023
120
100
80
60
40
20
0
Total Shareholder Return
(value of 100 unit investment made at admission)
Chief Executive Officer single figure history
Chief Executive Officer single figure history 2021 2022 2023 2024 2025
Total remuneration (EUR ’000) 134 321 518 654 732
Annual bonus as % of max n/a n/a 36% 65% 72%
PSP shares vesting as % of max n/a n/a n/a n/a n/a
The Chief Executive Officer did not participate in the annual bonus in 2021 or 2022 and has not
received any long-term incentive awards. He has participated in the annual bonus plan since
2023. The Chief Executive Officer’s total remuneration for 2025 is as set out in the single figure
of total remuneration table. The Chief Executive Officer’s total remuneration for 2021 is based
on the period between incorporation and 31 December 2021.
Chief Executive Officer pay ratio
The Company has fewer than 250 UK employees and, therefore, has no statutory requirement
to publish a Chief Executive Officer pay ratio. The Committee will continue to review the
appropriateness of publishing pay ratios in the future.
Remuneration report continued
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EUROWAG Annual Report and Accounts 2025
Strategic report Corporate governance• • Financial statements
Relative importance of spend on pay
The following table shows the Company’s expenditure on remuneration for all employees globally as well as distributions to shareholders and adjusted cash EBITDA delivered, which the Committee
believes is a useful additional disclosure. The table below shows the year-on-year change between 2024 and 2025.
2025 2024 % change
Overall expenditure on pay €115.9m €113.0m 2.57%
Adjusted cash EBITDA €98.0m €88.7m 10.5%
Special dividends €24.3m n/a n/a
Percentage change in Directors’ remuneration and employee pay
The following table shows the percentage change in each Executive and Non-Executive Director’s remuneration compared with the average change for all employees of the Company for the year
ended 31 December 2025. In calculating the percentage change, remuneration figures have been annualised to provide a better and more meaningful comparison.
2025 2024 2023
Salary/fee
Taxable
benefits
Annual
bonus Salary/fee
Taxable
benefits
Annual
bonus Salary/fee
Taxable
benefits
Annual
bonus
Martin Vohánka 6.2% (53.3)% 16.0% — 31.1% 80.6% 7% 219.4% n/a
Oskar Zahn
1
2.6% 32.6% 5.4% — (1.6)% 108.3% n/a n/a n/a
Morgan Seigler n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mirjana Blume 12.2% n/a n/a 12.1% n/a n/a 6.6% n/a n/a
Steve Dryden
2
89.8% n/a n/a 7.5% n/a n/a n/a n/a n/a
Sophie Krishnan
3
66.2% n/a n/a n/a n/a n/a n/a n/a n/a
Kevin Li Ying
3
47.3% n/a n/a n/a n/a n/a n/a n/a n/a
All employees 11.0% 89.4% 27.5% (1.5)% (35.6)% (25.8)% (2.1)% 9.2% (4.3)%
Notes:
1. Oskar Zahn joined the Board on 12 May 2023.
2. Steve Dryden joined the Board on 1 June 2023.
3. Sophie Krishnan and Kevin Li Ying joined the Board on 1 March 2024.
Changes in remuneration are based on the currency in which Directors are paid, to remove the impact of currency movements.
Statement of shareholding voting
At the AGM held on 22 May 2025, there was an advisory vote on the Directors’ Remuneration Report and at the EGM on 3 September 2025 there was a binding vote on the Directors’ Remuneration Policy.
The voting outcomes are set out in the table below:
Votes for %
Votes
against %
Votes
withheld
Approval of the Directors’ Remuneration Policy (EGM 2025) 513,949,528 97.33% 14,118,152 2.67% 44,786,754
Approval of the Directors’ Remuneration Report (AGM 2025) 570,575,389 99.47% 3,051,180 1.25% 7,967
The Remuneration Committee was pleased with the high level of support received.
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Annual report on remuneration continued
Implementation of Policy in FY 2026
Component of pay Implementation for 2025
Base
salaries
The Chief Executive Officer’s and Chief Financial Officer’s base salaries were
reviewed and will increase from 1 April 2025 by 6.8 % for the Chief Executive
Officer broadly in line with increases provided for the wider workforce and
10% for the Chief Financial Officer.
@
Chief Executive Officer: 6.8% salary increase to €360,000
@
Chief Financial Officer: 10% salary increase to £496,650
Benefits
and pension
The Chief Executive Officer does not receive any pension contributions
or allowance in lieu.
The Chief Financial Officer’s pension contribution rate is set at 8% of salary,
which is in-line with the UK pension contribution rate.
There are no material changes to benefit provision.
Annual bonus The Chief Executive Officer and Chief Financial Officer will participate in
the 2026 annual bonus scheme. The maximum opportunity will be 150%
of base salary.
One-third of any bonus earned will be deferred for a period of three years
in the form of cash for the Chief Executive Officer and in shares for the
Chief Financial Officer.
The 2026 bonus will be subject to the following performance conditions:
@
Net revenue (30%)
@
Number of active trucks (30%)
@
Customers migrated to the Platform (30%)
@
Individual KPIs and objectives (10%)
These performance conditions aim to balance financial and strategic
objectives, supporting our top-line growth, achieving operational efficiency
and realising our long-term strategic vision.
The target ranges are not disclosed prospectively as they are commercially
sensitive, but will be reported in next year’s Remuneration Report.
Component of pay Implementation for 2025
Long Term
Incentives
No long-term incentives will be granted to Executive Directors in 2026,
reflecting the grant of the Super LTIP on 1 October 2025
NED fees The Board Chair fee and NED fees for 2026 are as follows:
@
Board Chair fee: £250,000for Steve Dryden from his appointment
as Board Chair
@
Non-Executive Director base fee: £64,800
@
Senior Independent Director fee: £11,000
@
Audit and Risk Committee Chair fee: £25,000
@
Remuneration Committee Chair fee: £20,000
@
Designated ESG Director additional fee: £10,000
@
Member of Audit, Nomination and Governance or Remuneration
Committees: £5,000
On behalf of the Board
Linda Myers
Chair of the Remuneration Committee
25 March 2026
Remuneration report continued
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Directors’ report
Directors’ report
The Directors present the Annual Report,
together with the audited consolidated financial
statements for the year ended 31 December 2025.
The Directors’ Report, together with the Strategic
Report on pages 1 to 68, represents the
management repo1t for the purposes of
compliance with the Disclosure Guidance
and Transparency Rules 4.1.R.
Corporate governance statement
The information that fulfils the requirements
of the corporate governance statement for the
purposes of the FCA’s Disclosure Guidance
and Transparency Rules can be found in the
corporate governance information on pages 70
to 116 (all of which forms part of the Directors’
Report), the wider Corporate Governance
Report and this Directors’ Report.
Articles of Association and
powers of the Directors
The Company’s Articles contain the rules
relating to the powers of the Company’s
Directors and their appointment and
replacement mechanisms. The Articles may
only be amended by special resolution at a
general meeting of the shareholders. The
Articles provide that the business of the
Company shall be managed by the Board,
which may exercise all the powers of the
Company, subject to the Statutes, these
Articles and any special resolutions of
the Company. The Articles can be found at:
www.investors.eurowag.com/investors/
shareholder-information/ipo-information/.
Directors
As at the date of signing of this report, the
Board is comprised of two Executive Directors,
three Independent Non-Executive Directors, a
Non-Executive Chairman who was independent
on appointment and one Non-Independent
Non-Executive Director (the Nominee Director
- further information is provided on page 115
of this report).
During the year there were changes to the
composition of the Board. On 21 January 2025,
it was announced that Paul Manduca would leave
the Board following the AGM on 22 May 2025,
and the position of Chair would be taken by
Steve Dryden. It was also announced on
21 January 2025 that Sharon Baylay-Bell
would be leaving the Board. She stepped
down on 21 February 2025, having served her
one-month period of notice. On 11 December 2025,
it was announced that Sophie Krishnan would
be leaving the Board on 28 February 2026 and
on 22 January 2026 we announced the appointment
of Linda Myers as a Non-Executive Director
with effect from 2 February 2026.
Further details on each of the Directors appointed
can be found on pages 72 and 73 of this report.
Further details on the Directors’ skills and the
Company’s succession planning can be found
on pages 83 and 84 of the Nomination and
Governance Committee Report.
During the year, an assessment of the
independence of the Chairman of the Board
and each of the Independent Non-Executive
Directors was carried out, following the
relevant independence parameters provided
for within the Code. The Company considers
all Independent Non-Executive Directors to be
independent, and the Chairman, Steve Dryden,
to be independent on appointment. The Board
considers each of these Directors to be free
from any business or other relationship that
could materially interfere with the exercise of
their independent judgement. The independence
of the Directors will continue to be assessed
annually during the Board evaluation process.
In accordance with the Code, Mirjana Blume
is the Senior Independent Director and acts
as a sounding board for the Chairman and
an intermediary for the other Non-Executive
Directors, and leads the evaluation of the Chairman.
SECR disclosures
The information relevant to climate disclosures,
including the Company’s TCFD statement,
2030 climate target and emissions data, is
outlined on pages 58 to 67. This includes
information about the Company’s total energy
consumption in its operations, Scope 1 and
Scope 2 emissions and GHG intensity figures
covering 2022-2025. The Company has also
disclosed its 2025 Scope 3 emissions as well
as information on the material categories for
Scope 3 emissions based on 2025 data.
Information on climate risks is included in
both the Principal risks section as well as
the TCFD disclosures.
Disclosure of information
to Auditors
The Directors confirm that, so far as they
are each aware, there is no relevant audit
information of which the Company’s External
Auditors are unaware. Each Director has taken
all the steps that they ought to have taken as
a Director to make themselves aware of any
relevant audit information and to establish
that the Company’s External Auditors are
aware of that information.
Directors’ indemnities
In pursuing their duties, the Directors have
the benefit of indemnity provisions contained
within the Company’s Articles. The Company
has additionally purchased and maintained
Directors’ and Officers’ liability insurance to
provide further protections for the Directors.
The Directors are able to obtain legal or other
relevant advice at the expense of the Company
in their capacity as Directors. The Company
provided a qualifying third-party indemnity to
each Director as permitted by Section 234 of
the Companies Act 2006 and by the Articles
for the full financial year and which remain
in force at the date of this report.
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Conflicts of interest
The Directors have declared any conflict or potential conflict of interest to the Board, which
has the authority to approve such situations. A conflicts of interest register is maintained on an
ongoing basis and reviewed annually. The Directors advise the Board as soon as they become
aware of any conflict of interest. When a Director has a relevant conflict of interest, they are
recused from discussions or decisions on the matter on which they are conflicted.
Political and charity donations
The Company’s policy is that it does not, directly or through any subsidiary, make what are
commonly regarded as donations to any political party. However, the Companies Act 2006
(the “Act”) defines political donations very broadly and so it is possible that normal business
activities, such as sponsorship, subscriptions, payment of expenses, paid leave for employees
fulfilling certain public duties, and support for bodies representing the business community
in policy review or reform, which might not be thought of as political expenditure in the usual
sense, could be captured. Activities of this nature would not be thought of as political
donations in the ordinary sense of those words.
The resolution to be proposed at the 2026 AGM, authorising political donations and expenditure,
is to ensure that the Group does not commit any technical breach of the Act. At the AGM of the
Company held on 22 May 2025, shareholders voted to allow the Company to incur political
expenditure up to a maximum aggregate amount of £100,000 in-line with market practice.
That authority is due to expire at the AGM due to be held on 27 May 2026 and, therefore,
the Company will seek to renew the authority in-line with the above considerations.
Major interests in shares
As at 31 December 2025, and in accordance with Rule 5 of the FCA’s Disclosure and
Transparency Rules, the following table sets out the major shareholdings notified to the
Company by holders of notifiable interests.
As at 31 December 2025
Name of shareholder
Number of
ordinary shares
Percentage of
issued ordinary
shares
Couverina Business s.r.o
1
193,419,103 27.93%
Bock Capital Investors
2
118,505,764 17.11%
Martin Vohánka
3
135,775,918 19.61%
Pale Fire Capital 42,133,024 6.08%
Alantra Asset Management 36,576,096 5.28%
Notes:
1. A vehicle wholly owned by Martin Vohánka.
2. A vehicle affiliated with Bock Capital EU Luxembourg WAG S.à.r.l., a vehicle associated with TA Associates.
3. Martin Vohánka’s total interest was 329,195,021 ordinary shares representing 47.54% of the issued ordinary shares,
as at 31 December 2025.
Since 31 December 2025 to the date of this
report, the Company has not been informed of
any notifiable changes in the above shareholdings.
Share capital structure
As at 31 December 2025, the issued share
capital of the Company comprised 692,428,147
ordinary shares of £0.01 each admitted to the
London Stock Exchange. The ordinary shares
have attached to them full voting, dividend and
capital distribution (including winding up) rights.
Authority to purchase
own shares
At the Company’s AGM held on 22 May 2025,
shareholders passed a resolution allowing the
Company to make market purchases of
ordinary shares of £0.01 each in the capital
of the Company up to a maximum aggregate
amount of 10% of the Company’s issued share
capital. No shares have been purchased under
this authority as at the date of this report. This
authority is due to expire at the AGM to be held
on 27 May 2026. The Board will seek to renew
the authority to make market purchases of the
Company’s ordinary shares at this year’s AGM.
Principal shareholder and
relationship agreement
In connection with, and effective from, admission,
relationship agreements were entered into with
Martin Vohánka, Couverina Business, s.r.o
(“Couverina”) and TA Associates to ensure that,
following admission, the Company was able to
operate independently of the aforementioned
parties for the purposes of the Listing Rules.
Relationship agreement with
Martin Vohánka and Couverina
Under the relationship agreement, Martin Vohánka
and Couverina have made undertakings to: (i)
conduct all transactions and arrangements
with any member of the Company and the Group
at arm’s length and on normal commercial
terms; (ii) not take any action which would
have the effect of preventing the Company
from complying with its obligations under the
Listing Rules; and (iii) not propose or procure
the proposal of any shareholder resolution
which is intended or appears to be intended
to circumvent the proper application of the
Listing Rules. Subject to below, Martin Vohánka
and Couverina have the right: (i) to nominate
for appointment up to two Non-Executive Directors
to the Board, while together with their associates’
shareholding in the Company are greater than
or equal to 25% of the votes available to be
cast at General Meetings of the Company; and
(ii) to nominate for appointment one Non-Executive
Director to the Board, while together with their
associates’ shareholding in the Company are
greater than or equal to 10%. Martin Vohánka
and Couverina opted not to appoint any Nominee
Directors at admission and currently have
expressed that they do not intend to exercise
these rights while Martin Vohánka is Chief
Executive Officer. Martin Vohánka shall not be
considered as a Nominee Director for so long
as he is an Executive Director of the Company,
but that for so long as he is an Executive Director
of the Company, the right of Martin Vohánka
and Couverina to appoint Nominee Directors
shall be reduced by one, to reflect Martin Vohánka’s
appointment as a Director of the Company.
The relationship agreement additionally governs
information flow between the Company and
Martin Vohánka and Couverina.
Directors’ report continued
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Strategic report Corporate governance• • Financial statements
For so long as Martin Vohánka (or his concert parties (as defined in the City Code on Takeovers
and Mergers (the “City Code”)) holds in aggregate an interest in 30% or more of the aggregate
voting rights in the Company and subject, where necessary, to the prior consent of the Panel,
the Company has undertaken to procure that at the first AGM of the Company, and thereafter
once in every calendar year, to propose to its independent shareholders a resolution to waive,
in accordance with Appendix 1 to the City Code, all obligations of the relevant shareholder (or its
concert parties) to make a general offer for the ordinary shares of the Company in accordance
with Rule 9 of the City Code that may otherwise arise as result of the Company purchasing or
effecting any other transactions in relation to the ordinary shares or related securities.
Relationship agreement with TA Associates
The TA relationship agreement contains substantially the same terms as the relationship
agreement with Martin Vohánka and Couverina as described above, other than the appointment
rights, which provide Bock Capital EU Luxembourg W.A.G S.à.r.l. (“Bock”) with the right to appoint
one Non-Executive Director to the Board, while together with its associates’ shareholding in the
Company are greater than or equal to 10% of the votes available to be cast at General Meetings
of the Company. Morgan Seigler was appointed to the Board, as Nominee Director, at admission.
Morgan Seigler additionally has the ability to share confidential information with Bock in accordance
with the terms of the relationship agreement, subject to prior clearance from the rest of the Board.
Disclosures in the Strategic Report
In accordance with Section 414C(11) of the Act and the Companies (Miscellaneous Report)
Regulations 2018, the Board has decided to include certain disclosures within the Strategic
Report, including:
Subject matter Page
Employee and stakeholder involvement Our engagement with stakeholders on page 19
and Sustainability on page 54
The employment of disabled people Our people on page 23
The future development, performance, and
position of the Group
Strategic Report on pages 1 to 68
Branches outside the UK Group Information on page 176
Research and development activities Notes to the financial statements on page 156
Going Concern and Viability statement Viability Statement on page 43
Climate-related financial disclosures,
greenhouse gas consumption, energy
consumption and energy efficiency action
Sustainability on page 59
Additional disclosures
The following information can be found elsewhere in this document, as indicated in the table
below and is incorporated into this report by reference.
Disclosure Page
Directors of the Company Board of Directors on page 72 and 73
Dividends Consolidated statement of changes in
shareholders’ equity on page 181
Financial instruments Notes to the financial statements on page 139
Important post-balance sheet events since the
financial year end
Notes to the financial statements on page 179
Statement of Directors’ responsibilities Directors’ report on pages 115 and 116
Information required to be included in the Annual Report and Accounts by LR 9.8.4 can be found
in this document as indicated in the table below:
Disclosure Page
Long-Term Incentive Plans Directors’ remuneration report on page 108
Confirmations regarding entering into a
relationship agreement with a controlling
shareholder and compliance with
independence provisions
Principal shareholder and relationship agreement
section on page 114
Agreements with a controlling shareholder Principal shareholder and relationship agreement
section on page 114
Statement of Directors’ responsibilities in respect
of the financial statements
The Directors are responsible for preparing the Annual Report and Accounts in accordance
with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have prepared the Group financial statements in accordance
with UK-adopted international accounting standards and the Company financial statements
in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101, ‘Reduced disclosure framework’, and applicable law).
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Statement of Directors’
responsibilities in respect of
the financial statements
continued
Under company law, Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and Company
and of the profit or loss of the Group for that
period. In preparing the financial statements,
the Directors are required to:
@
Select suitable accounting policies and
then apply them consistently
@
State whether applicable UK-adopted
international accounting standards have
been followed for the Group financial
statements and United Kingdom Accounting
Standards, comprising FRS 101, have been
followed for the Company financial statements,
subject to any material departures disclosed
and explained in the financial statements
@
Make judgements and accounting estimates
that are reasonable and prudent
@
Prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the Group and Company will
continue in business
The Directors are responsible for safeguarding
the assets of the Group and Company and hence
for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group’s and Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Group and Company and enable them
to ensure that the financial statements and the
Directors’ Remuneration Report comply with
the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report
and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the
Group’s and Company’s position and performance,
business model and strategy. Each of the Directors,
whose names and roles are detailed in the
Board of Directors section on pages 72 and 73,
confirms that, to the best of their knowledge:
@
The Group financial statements, which
have been prepared in accordance with
UK-adopted international accounting
standards, give a true and fair view the
assets, liabilities, financial position and
profits or loss of the Group
@
The Company’s financial statements, which
have been prepared in accordance with the
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
In the case of each Director in office at
the date the Directors’ Report is approved:
@
So far as the Director is aware, there is no
relevant audit information of which the Group’s
and Company’s Auditors are unaware
@
They have taken all the steps that they ought
to have taken as a Director in order to make
themselves aware of any relevant audit
information and to establish that the
Group’s and Company’s Auditors are
aware of that information
Going concern
In accordance with Provision 30 of the Code,
the Directors consider it appropriate to continue
to adopt the going concern basis of accounting
in preparing the financial statements. The Directors,
having made appropriate enquiries, are satisfied
that the Company and Group as a whole has
adequate resources to continue operations for
a period of at least 12 months from the date of
this report. A comprehensive Going concern
statement is presented on page 42.
Viability statement
In accordance with Provision 31 of the Code,
the Directors are required to provide a Viability
statement that states whether the Company
and Group will be able to continue in operation
and meet its liabilities, taking into account its
current position and the principal risks it faces.
The Directors must also specify the period
covered by, and the appropriateness of, this
statement. The Directors’ evaluation of the
Company’s viability is detailed on page 40.
Fair, balanced
and understandable
The Directors consider the Annual Report and
Accounts, taken as a whole, is fair, balanced
and understandable, and gives shareholders
the information needed to assess the Group’s
position and performance, business model
and strategy. This responsibility statement
was approved by the Board of Directors
and is signed by order of the Board by:
Victoria Penrice FCG
Company Secretary
25 March 2026
Directors’ report continued
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118 Independent auditors’ report to the members of W.A.G
Payment Solutions plc
124 Consolidated income statement
125 Consolidated statement of comprehensive income
126 Consolidated statement of financial position
127 Consolidated statement of changes in equity
128 Consolidated statement of cash flows
129 Notes to the consolidated financial statements
180 Company statement of financial position
181 Company statement of changes in equity
182 Notes to the Company financial statements
Other Information
187 Glossary
187 Company information
188 Notes
Financial
statements
EUROWAG Annual Report and Accounts 2025
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Independent auditors’ report to the members of W.A.G Payment Solutions plc
Report on the audit of the financial statements
Opinion
In our opinion:
@
W.A.G payment solutions plc’s group financial statements and company financial statements
(the “financial statements”) give a true and fair view of the state of the group’s and of the
company’s affairs as at 31 December 2025 and of the group’s profit and the group’s cash
flows for the year then ended;
@
the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with the provisions of the
Companies Act 2006;
@
the company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
@
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2025
(the “Annual Report”), which comprise:
@
the Consolidated statement of financial position as at 31 December 2025;
@
the Company statement of financial position as at 31 December 2025;
@
the Consolidated income statement for the year then ended;
@
the Consolidated statement of comprehensive income for the year then ended;
@
the Consolidated statement of changes in equity for the year then ended;
@
the Company statement of changes in equity for the year then ended;
@
the Consolidated statement of cash flows for the year then ended; and
@
the notes to the financial statements, comprising material accounting policy information
and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 11 to the consolidated financial statements, we have provided
no non-audit services to the company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
@
Component audit teams were engaged to perform two full scope audits in the Czech Republic
and one full scope audit in Poland. The Czech Republic component team were also requested
to perform procedures over certain balances and transactions in other components. The
Group audit team carried out audit procedures over centralised balances, the consolidation
and the company.
Key audit matters
@
Recoverability of goodwill (group)
@
Carrying value of investment in subsidiaries (parent)
Materiality
@
Overall group materiality: €9,900,000 (2024: €8,776,000) based on 3% of net revenue.
@
Overall company materiality: €2,560,000 (2024: €2,771,000) based on 1% of total assets.
@
Performance materiality: €7,400,000 (2024: €6,582,000) (group) and €1,920,000
(2024: €2,078,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
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Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Recoverability of goodwill and intangible assets (group)
In accordance with IAS 36 (Impairment of assets), goodwill must be tested for
impairment on at least an annual basis. We focused on the risk of recoverability
as the determination of recoverable amount, being the higher of value-in-use
and fair value less costs of disposal, requires estimation by the directors to value
the relevant CGU. Refer to Notes 1 and 16 to the consolidated financial statements
and the Key accounting issues, significant judgements and significant estimates
section of the Audit and Risk Committee report.
As part of our audit of the directors’ impairment assessment and underlying discounted cash flow model:
@
We obtained and audited the impairment models which calculate the value-in-use based on five-year forecast
cash flows;
@
We identified the key assumptions within the cash flow forecast for the next five years and focused our work
on these. We assessed these cash flows against underlying support, including Board approved budgets and
third-party market forecast data. We challenged the basis of the forecasts to assess whether the key
assumptions were supportable and that the cash flows reflected the current strategic plan;
@
We also challenged the potential impact of climate change to the cash flow forecast, ensuring this was
consistent with the assessment performed within the TCFD disclosures;
@
We used our internal valuation experts to determine whether the discount and growth rates were within
an acceptable range through reference to suitable third-party comparator information; and
@
We evaluated the disclosures included in the financial statements, including the sensitivity analysis, to assess
whether these were in compliance with IAS 36.
Carrying value of investment in subsidiaries (parent)
Investment in subsidiaries are accounted for in the Company balance sheet at
cost less any impairment loss. Investments are tested for impairment if indicators
exist. If such indicators exist, the recoverable amounts of the investments in
subsidiaries are estimated in order to determine the extent of the impairment
loss, if any. Any such impairment loss is recognised in the income statement.
A review for indicators of impairment was performed by the directors, including
considering the latest available forecasts and developments in the Group during
the year. The assessment identified no impairment indicator in respect of the
investment in subsidiaries.
We evaluated the directors’ determination of whether there were any other indicators of impairment. Our
procedures included:
@
Comparing the carrying value of investment with the market capitalisation of the Group at 31 December 2025; and
@
Comparing the carrying value of investment with the carrying amount of the Group’s net assets.
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Report on the audit of the financial statements
continued
Our audit approach continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give
an opinion on the financial statements as a whole, taking into account the structure of the group
and the company, the accounting processes and controls, and the industry in which they operate.
The group financial statements are a consolidation of multiple reporting units across Europe,
comprising the group’s operating businesses and centralised functions. These reporting units
maintain their own accounting records and controls and report to the head office finance team in
the Czech Republic for consolidation purposes. In establishing the overall approach to the Group
audit, we identified three reporting units which, in our view, required an audit of their complete
financial information whether due to their size or risk characteristics: W.A.G Payment Solutions a.s;
W.A.G Issuing Services a.s (both incorporated in the Czech Republic); and Inelo Polska Sp. z o.o.
(incorporated in Poland). W.A.G Payment Solutions a.s, and W.A.G Issuing Services a.s were
audited by the component team in the Czech Republic and Inelo Polska Sp. z o.o. was audited by
the component team in Poland, with sufficient oversight and involvement from the group team
based in the UK.
We also added four components to our scope to perform audit of financial statement line items
to ensure sufficient coverage of certain line items within the group consolidation. Where work
was performed by component auditors, we determined the appropriate level of involvement that
we needed to have in that audit work to ensure that we could conclude that sufficient appropriate
audit evidence had been obtained for the financial statements as a whole. In addition to
instructing and reviewing the reporting from our component audit teams, we conducted file
reviews and participated in key meetings with local management. Most of these meetings took
place remotely but the UK group team visited the Czech Republic twice in person to meet with
local management as well as the local component auditors. We also had regular dialogue with
component teams throughout the audit. The Group consolidation and financial statement
disclosures were audited by the Group audit team.
The company is comprised of one reporting unit which was subject to a full scope audit by the
group engagement team for the purposes of the company financial statements.
The impact of climate risk on our audit
In planning our audit, we considered the potential impact of climate change on the Group’s financial
statements. We made enquiries of the directors to understand the process for assessing climate-related
risks and opportunities, the extent of the potential impact of climate change risk on the Group’s
financial statements and the Group’s preparedness for this. The TCFD statement describes and
explains how climate change could have an impact on the group’s business. Using our knowledge
of the business we considered whether the climate-related disclosures are consistent with our
knowledge of the business. We have assessed how the group has considered the impact of climate
change risk on the financial statements, in particular on the impairment assessment over
goodwill (see Key Audit Matter above).
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Financial statements – group Financial statements – company
Overall materiality €9,900,000 (2024: €8,776,000). €2,560,000 (2024: €2,771,000).
How we determined it 3% of net revenue 1% of total assets
Rationale for
benchmark applied
Net revenue is a key metric used
by the directors and external
stakeholders to assess the
performance of the group and it
removes any impact of significant
volatility in gross revenue and cost
of sales due to oil price fluctuations.
Based on the nature of the
company, trading is not the entity’s
main function. The company has
transactions that are there to
support the group in its trading and
so total assets is considered
appropriate and is a generally
accepted auditing benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than
our overall group materiality. The range of materiality allocated across components was
€5,260,000 to €8,365,000. Certain components were audited to a local statutory audit
materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit and the nature and extent
of our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting
to €7,400,000 (2024: €6,582,000) for the group financial statements and €1,920,000 (2024: €2,078,000)
for the company financial statements.
Independent auditors’ report to the members of W.A.G Payment Solutions plc continued
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Report on the audit of the financial statements
continued
Our audit approach continued
Materiality continued
In determining the performance materiality, we considered a number of factors – the history
of misstatements, risk assessment and aggregation risk and the effectiveness of controls –
and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements
identified during our audit above €495,000 (group audit) (2024: €438,000) and €128,000
(company audit) (2024: €138,550) as well as misstatements below those amounts that, in
our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue
to adopt the going concern basis of accounting included:
@
Obtaining and agreeing the directors’ going concern assessment to the Group’s Board
approved plan and ensuring that the base case scenario, representing the trading performance
to June 2027, indicates that the Group generates sufficient cash flows to meets its obligations
while complying with covenant arrangements;
@
Assessing growth forecasts against internal and external data;
@
Obtaining and reviewing the Group’s latest Club Finance agreement;
@
Assessing the historical accuracy of the directors’ forecasting;
@
Analysing the cash flows in the forecast models to identify unexpected trends and
relationships and ensuring the mathematical accuracy of management’s models;
@
Evaluating management’s severe but plausible downside scenario and assessing whether
the mitigating actions proposed by the directors are within their control and achievable;
@
Assessing whether climate change is expected to have a significant impact during the period
of the going concern assessment; and
@
Reviewing the related disclosures in the Annual Report and Accounts.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the group’s
and the company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is
not a guarantee as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly
stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of
the financial statements or a material misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires
us also to report certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in
the Strategic report and Directors’ report for the year ended 31 December 2025 is consistent with
the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
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Report on the audit of the financial statements
continued
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement, included within the Strategic Report and Corporate
Governance section of the Annual Report and Accounts is materially consistent with the financial
statements and our knowledge obtained during the audit, and we have nothing material to add or
draw attention to in relation to:
@
The directors’ confirmation that they have carried out a robust assessment of the emerging
and principal risks;
@
The disclosures in the Annual Report that describe those principal risks, what procedures are
in place to identify emerging risks and an explanation of how these are being managed or mitigated;
@
The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s and company’s ability to continue to
do so over a period of at least twelve months from the date of approval of the financial statements;
@
The directors’ explanation as to their assessment of the group’s and company’s prospects,
the period this assessment covers and why the period is appropriate; and
@
The directors’ statement as to whether they have a reasonable expectation that the company
will be able to continue in operation and meet its liabilities as they fall due over the period of
its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment
with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of
the group and company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of
the following elements of the corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
@
The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members
to assess the group’s and company’s position, performance, business model and strategy;
@
The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
@
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the company’s compliance with the Code does not properly disclose a departure from
a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial
statements, the directors are responsible for the preparation of the financial statements in accordance
with the applicable framework and for being satisfied that they give a true and fair view. The directors
are also responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to the FCA Listing Rules, and we considered
the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the financial statements
such as taxation and the Companies Act 2006. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of
Independent auditors’ report to the members of W.A.G Payment Solutions plc continued
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override of controls), and determined that the principal risks were related to posting inappropriate
journal entries that improve financial performance and bias in accounting estimates. The group
engagement team shared this risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component auditors included:
@
Discussions among the engagement personnel covering the potential for material
misstatements due to error or fraud, the risks associated with related parties and emphasis on
the need to maintain professional scepticism throughout the engagement;
@
Inquiries of the directors and others within the entity, including those outside of finance, as to
their knowledge, awareness and concerns regarding fraud, claims or breaches in laws and regulations;
@
Identification and testing of journal entries that met our risk criteria, in particular any journal
entries posted with unusual account combinations that hit our risk criteria and incorporating an
element of unpredictability in the nature, timing or extent of audit procedures performed;
@
Reviewing the minutes of the Board meetings to identify any inconsistencies with other
information provided by management;
@
Reviewing component teams’ key working papers for all full-scope components;
@
Reviewing internal audit reports insofar as they related to the financial statements;
@
Reviewing legal expense accounts to identify items which may indicate the existence
of material legal claims; and
@
Testing significant accounting estimates made by the directors.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which the sample is selected.
Report on the audit of the financial statements
continued
Responsibilities for the financial statements and the audit continued
Auditors’ responsibilities for the audit of the financial statements continued
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members
as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
@
we have not obtained all the information and explanations we require for our audit; or
@
adequate accounting records have not been kept by the company, or returns adequate
for our audit have not been received from branches not visited by us; or
@
certain disclosures of directors’ remuneration specified by law are not made; or
@
the company financial statements and the part of the Remuneration Report to be audited
are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31 December 2021.
Our uninterrupted engagement covers five financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the
structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has been prepared in accordance
with those requirements.
Mark Skedgel (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
25 March 2026
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Consolidated income statement
For the year ended 31 December
2025 | 2024 | ||||||
| Adjusting | Adjusting | ||||||
| Adjusted | items * | Total | Adjusted | items * | Total | ||
| Note | €000 | €000 | €000 | €000 | €000 | €000 | |
Revenue | 3 | ||||||
Cost of sales | ( | ( | ( | ( | |||
Net revenue | |||||||
Operating expenses | 4 | ( | ( | ( | ( | ( | ( |
Other operating income | 6 | ||||||
Impairment losses of financial assets | 21 | ( | ( | ( | ( | ||
Share of net loss of associates accounted for using the equity method | 19 | ( | ( | ( | ( | ||
Operating profit | ( | ( | |||||
Finance income | 9 | ||||||
Finance costs | 10 | ( | ( | ( | ( | ||
Profit before income tax | ( | ( | |||||
Income tax expense | 12 | ( | ( | ( | ( | ||
Profit for the financial year | ( | ( | |||||
| Profit attributable to: | |||||||
| Continuing operations | |||||||
Owners of the parent | ( | ( | |||||
Non-controlling interests | ( | ||||||
( | ( | ||||||
| 2025 | 2024 | ||||||
| Earnings per share – basic and diluted (Note 13): | cents | cents | |||||
Basic earnings per share | |||||||
Diluted earnings per share |
* 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 Notes 2 and 8.
The notes on pages 129 to 179 form an integral part of these consolidated financial statements.
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Consolidated statement of comprehensive income
For the year ended 31 December
| 2025 | 2024 | ||
| Note | €000 | €000 | |
Profit for the year | |||
| Other comprehensive income/(expense) | |||
| Items that may be reclassified to profit or loss | |||
Change in fair value of cash flow hedge recognised in equity | 23 | ( | |
Exchange differences on translation of foreign operations | ( | ( | |
Deferred tax related to other comprehensive income – cash flow hedge | 12 | ( | |
Total items that may be reclassified to profit or loss | ( | ( | |
Total other comprehensive expense (net of tax) | ( | ( | |
Total comprehensive expense for the year | ( | ( | |
| Total comprehensive (expense)/income attributable to: | |||
Owners of the parent | ( | ( | |
Non-controlling interests | |||
Total comprehensive expense for the year | ( | ( |
The notes on pages 129 to 179 form an integral part of these consolidated financial statements.
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Consolidated statement of financial position
At 31 December
| 31 December 2025 | 31 December 2024 | ||
| Note | €000 | €000 | |
| Assets | |||
| Non-current assets | |||
Intangible assets | 16 | ||
Property, plant and equipment | 17 | ||
Right-of-use assets | 18 | ||
Investments in associates | 19 | ||
Deferred tax assets | 12 | ||
Other non-current assets | 21 | ||
| Current assets | |||
Inventories | 20 | ||
Trade and other receivables | 21 | ||
Income tax receivables | |||
Derivative assets | 22, 23 | ||
Cash and cash equivalents | 24 | ||
Total assets | |||
| Liabilities | |||
| Current liabilities | |||
Trade and other payables | 25 | ||
Borrowings | 27 | ||
Lease liabilities | 18 | ||
Provisions | 26 | ||
Income tax liabilities | |||
Derivative liabilities | 22, 23 | ||
Net current liabilities | ( | ( |
| 31 December 2025 | 31 December 2024 | ||
| Note | €000 | €000 | |
| Non-current liabilities | |||
Borrowings | 27 | ||
Lease liabilities | 18 | ||
Provisions | 26 | ||
Deferred tax liabilities | 12 | ||
Derivative liabilities | 22, 23 | ||
Other non-current liabilities | 25 | ||
Total liabilities | |||
Net assets | |||
| Equity | |||
Share capital | 29 | ||
Share premium | 29 | ||
Merger reserve | 29 | ( | ( |
Other reserves | 29 | ( | |
Put option reserve | 29 | ( | ( |
Retained earnings | |||
| Equity attributable to equity holders | |||
of the Company | |||
Non-controlling interests | 29 | ||
Total equity |
The notes on pages 129 to 179 form an integral part of these consolidated financial statements.
Company No. 13544823
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Consolidated statement of changes in equity
For the year ended 31 December
| Attributable to owners of the parent | ||||||||||
| Share | Share | Merger | Other | Put option | Retained | Non-controlling | Total | |||
| capital | premium | reserve | reserves | reserve | earnings | Total | interests | equity | ||
| Note | €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | |
At 1 January 2024 | ( | ( | ||||||||
Profit for the year | ||||||||||
Other comprehensive expense | 29 | ( | ( | ( | ||||||
Total comprehensive (expense)/income | ( | ( | ( | |||||||
Share options exercised | 29 | |||||||||
Dividends paid | ||||||||||
Share-based payments | 14 | |||||||||
Transactions with NCI in subsidiaries | 29 | ( | ( | ( | ||||||
| Total transactions with owners recognised | ||||||||||
| directly in equity | ( | ( | ||||||||
At 31 December 2024 | ( | ( | ||||||||
Profit for the year | ||||||||||
Other comprehensive (expense)/income | 29 | ( | ( | ( | ||||||
Total comprehensive (expense)/income | ( | ( | ( | |||||||
Share options exercised | 29 | |||||||||
Transfer of reserves | ( | |||||||||
Dividends paid | 32 | ( | ( | ( | ||||||
Share-based payments | 14 | |||||||||
Transactions with NCI in subsidiaries | 29 | ( | ( | ( | ||||||
| Total transactions with owners recognised | ||||||||||
directly in equity | ( | ( | ( | ( | ||||||
At 31 December 2025 | ( | ( | ( |
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Consolidated statement of cash flows
For the year ended 31 December
| 2025 | 2024 | ||
| Note | €000 | €000 | |
| Cash flows from operating activities | |||
Profit before tax for the year | |||
| Non-cash adjustments: | |||
Depreciation and amortisation | 4 | ||
Gain on disposal of non-current assets | ( | ( | |
Interest income | 9 | ( | ( |
Interest expense | 10 | ||
Movements in provisions | 26 | ( | |
Impairment losses of financial assets | 21 | ||
Movements in allowances inventories | 20 | ||
Foreign currency exchange rate differences | ( | ( | |
Fair value revaluation of derivatives and securities | ( | ||
Share-based payments | 14 | ||
Other non-cash items | |||
Operating cash flows before movements in working capital | |||
| Changes in: | |||
Trade, contract and other receivables | ( | ||
Inventories | ( | ||
Trade, contract and other payables | |||
Cash generated from operations | |||
Interest received | |||
Interest paid | ( | ( | |
Income tax paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Proceeds from sale of property, plant and equipment | |||
Purchase of property, plant and equipment | ( | ( | |
Purchase of intangible assets | ( | ( | |
Payments for acquisition of subsidiaries, net of cash acquired | 15 | ( | ( |
Net cash used in investing activities | ( | ( |
| 2025 | 2024 | ||
| Note | €000 | €000 | |
| Cash flows from financing activities | |||
Payment of principal elements of lease liabilities | ( | ( | |
Proceeds from borrowings | 28 | ||
Repayment of borrowings | 28 | ( | ( |
Acquisition of non-controlling interests | 29 | ( | |
Dividend payments | 32 | ( | |
Proceeds from issued share capital (net of expenses) | 29 | ||
Net cash used in financing activities | ( | ( | |
Effect of exchange rate changes on cash and cash equivalents | ( | ||
Net increase in cash and cash equivalents | |||
Net cash and cash equivalents at the beginning of the financial year | |||
Net cash and cash equivalents at the end of year |
The notes on pages 129 to 179 form an integral part of these consolidated financial statements.
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Notes to the consolidated financial statements for the year ended 31 December 2025
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
(a) Basis of preparation continued
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1. Principal accounting policies continued
(c) Management judgements and key accounting estimates continued
Key accounting judgements continued
Principal versus agent consideration – Note 3 continued
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
(c) Management judgements and key accounting estimates continued
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1. Principal accounting policies continued
(d) Revenue from contracts with customers – Note 3 continued
Determining the transaction price continued
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
(d) Revenue from contracts with customers – Note 3 continued
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1. Principal accounting policies continued
(e) Impairment of non-financial assets continued
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
(h) Share-based payments – Note 14 continued
Equity-settled transactions continued
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1. Principal accounting policies continued
(j) Foreign currency transactions continued
| Years | |
Clients’ relationships | 7–15 |
Internal software developments | 2–10 |
Patents and rights | 2–20 |
External software | 2–8 |
Other intangible assets | 2–3 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
| Years | |
Buildings | 10–40 |
Leasehold improvements | 4–30 |
Machinery and equipment | 2–20 |
Vehicles | 2–5 |
Fixtures and fittings | 5–10 |
OBU | 3–5 |
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1. Principal accounting policies continued
(n) Leases – Note 18 continued
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
(p) Financial instruments continued
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1. Principal accounting policies continued
(p) Financial instruments continued
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
1. Principal accounting policies continued
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1. Principal accounting policies continued
| Effective date | Endorsed | ||
Issued IFRS | Impact on the Group | (period commencing) | by UK |
| Lack of Exchangeability – Amendments to IAS 21 | n/a | 1 January 2025 | Yes |
@ How an entity should assess whether a currency is exchangeable | |||
@ How it should determine a spot exchange | |||
| rate when exchangeability is lacking | |||
@ Disclosure of information that enables users | |||
of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows |
| Effective date | Endorsed | ||
Issued IFRS | Impact on the Group | (period commencing) | by UK |
| IFRS 18 Presentation and Disclosure in | Significant as | 1 January 2027 | Yes |
| Financial Statements | system and process | ||
@ Structure of the statement of profit or loss | changes may be | ||
| @ | required | ||
| Required disclosure in the financial | |||
| statements for certain profit or loss | |||
performance measures defined by management that are reported to external | |||
| parties in documents other than the entity’s | |||
| financial statements | |||
@ Enhanced principals on aggregation and disaggregation which apply to the primary | |||
| financial statements and notes in general | |||
Amendments to the Classification and Measurement of Financial Instruments – | Limited | 1 January 2026 | Yes |
| Amendments to IFRS 9 and IFRS 7 | |||
@ Clarifications on what constitute | |||
“non-recourse features” and what are the characteristics of contractually | |||
| linked instruments | |||
@ The introduction of disclosures for financial | |||
instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (“OCI”) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
| Effective date | Endorsed | ||
Issued IFRS | Impact on the Group | (period commencing) | by UK |
| Annual Improvements to IFRS Accounting | Limited | 1 January 2026 | Yes |
Standards – Volume 11 | |||
@ Clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 | |||
| First-time Adoption of International Financial | |||
| Reporting Standards | |||
@ IFRS 7 Financial Instruments: Disclosure and its accompanying guidance on implementing | |||
| IFRS 7 | |||
@ IFRS 9 Financial Instruments | |||
@ IFRS 10 Consolidated Financial Statements | |||
@ IAS 7 Statements of Cash Flows | |||
| Contracts Referencing Nature-dependent | Limited | 1 January 2026 | Yes |
| Electricity – Amendments to IFRS 9 and IFRS 7 | |||
@ Clarify the application of the “own-use” | |||
| requirements for in-scope contracts | |||
@ Amend the designation requirements for a hedged item in a cash flow hedging | |||
| relationship for in-scope contracts | |||
@ Add new disclosure requirements to enable | |||
investors to understand the effect of these contracts on a company’s financial | |||
| performance and cash flows |
| 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 |
1. Principal accounting policies continued
(w) Recent accounting developments continued
Issued standards, amendments and interpretations not yet effective continued
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2. Alternative performance measures (“APMs”) continued
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before adjusting items (see Note 8 for a detailed
description of adjusting items):
Adjusting item | Definition | Exclusion justification | ||
| M&A-related | Fees and other | M&A-related expenses vary according to non-recurring acquisition | ||
| expenses | costs relating to | activity of the Group. Exclusion of these costs enhances | ||
| the Group’s | comparability of the Group’s results over time. | |||
| acquisition | ||||
| activity | ||||
| ERP | Costs related to | ERP implementation costs comprise expenditures incurred as part | ||
| implementation | transformation | of the Group’s strategic transition to a new SAP-based enterprise | ||
| and integration | of key IT | platform. The programme is designed to significantly enhance core | ||
| costs | systems | 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 | Costs related to | In | 20 | 25, the Group launched a new project targeting operational |
| expenses | transition to a | efficiency across the Group. The project is accompanied with a | ||
| new operating | significant termination cost. These costs relate to a significant, one-off | |||
| model | 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 | Equity-settled | Share options and cash-settled compensation provided to | ||
| compensation | and cash-settled | management and certain employees in connection with the IPO have | ||
| compensation | been represented as adjusting costs because they are non-recurring. | |||
| provided to the | Total share-based payment charges to be excluded in the period from | |||
| Group’s | 2021 to 2024 amount to €20,700 thousand, €19,400 thousand of | |||
| management | which is amortised over three years. | |||
| before IPO | 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. (See Note 14 for further information.) |
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 (Note 8) | 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 16) | (41,391) | (34,973) |
Share-based payments (Note 14) | 7,247 | 1,975 |
Adjusted cash EBITDA | 97,984 | 88,730 |
Adjusted cash EBITDA margin | 29.7% | 30.3% |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
2. Alternative performance measures (“APMs”) continued
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 | Amortisation of assets recognised | The Group acquired a number of |
| acquired | at the time of an acquisition | companies in the past and plans |
| intangibles | (primarily ADS, Sygic, a.s., | further acquisitions in the future. The |
| Webeye and Inelo) | item is prone to volatility from period | |
| to period depending on the level of | ||
| M&A. | ||
| Adjusting items | Items recognised in the preceding | Justifications for each item are listed |
| affecting | table, which reconciles EBITDA to | in the preceding table. |
| Adjusted EBITDA | Adjusted EBITDA | |
Windfall tax | Increase in tax expense related to | Within the Group, one subsidiary falls |
| windfall tax. In 2023–2025, the | within the scope of the Czech windfall | |
| Czech Republic introduced a | tax regime for the 2025 reporting | |
| temporary windfall tax applicable to | period. The resulting windfall tax | |
| certain large taxpayers in the | charge represents a significant | |
| energy, fossil fuel and banking | increase in tax driven by regulatory | |
| sectors. The tax is structured as a | changes, rather than the Group’s | |
| 60% surcharge on excess profits, | ordinary operating activities. | |
| calculated as profits 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 | Tax effect of above adjustments is |
| result of adjusting items | 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 13 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 12 for further information.
Net debt
Net debt represents cash and cash equivalents less interest-bearing loans and borrowings
(see Note 31 for further detail).
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 |
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3. Revenue continued
| 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 |
| 2025 | 2024 | |
| €000 | €000 | |
| Payment solutions | ||
Goods and services transferred at a point in time | 2,099,721 | 2,054,536 |
Services transferred over time | 78,872 | 56,466 |
2,178,593 | 2,111,002 | |
| Mobility solutions | ||
Goods and services transferred at a point in time | 23,961 | 25,432 |
Services transferred over time | 105,786 | 100,139 |
129,747 | 125,571 | |
Total segment revenue | 2,308,340 | 2,236,573 |
4. Operating expenses
Accounting policy – Note 1(l, m)
Operating expenses for the year ended 31 December contain the following material items:
| 2025 | 2024 | |
| €000 | €000 | |
Amortisation of intangible assets (Note 16) | 49,605 | 50,014 |
Depreciation of property, plant and equipment (Notes 17 and 18) | 15,211 | 15,457 |
Owned assets | 9,461 | 9,604 |
Leased assets | 5,750 | 5,853 |
M&A-related expenses | 233 | 6,324 |
Expensed research and development costs | 4,558 | 3,226 |
Adjusting items in operating profit amounted to €32,375 thousand in 2025 (2024: €34,588 thousand),
consisting mainly of amortisation of acquired intangibles. For further detail including the tax
impact of adjusting items, see Note 2 above.
| Payment | Mobility | |||
| solutions | solutions | Central * | Total | |
| €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 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
5. Financial performance by segment continued
For the year ended 31 December 2024
| Payment | Mobility | |||
| solutions | solutions | Central * | Total | |
| €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.
The following table presents the Group’s non-current assets, net of accumulated depreciation
and amortisation, by country. Non-current assets for this purpose consist of property and equipment,
right-of-use assets, intangible assets, investments in associates and other non-current assets
(excluding deferred tax assets and derivative assets).
The Group’s non-current assets are not internally reported to the CODM at a segment level.
Non-current assets
| 2025 | 2024 | |
| €000 | €000 | |
Czech Republic | 175,086 | 180,460 |
Spain | 53,384 | 48,138 |
Poland | 257,084 | 228,345 |
Other | 118,891 | 153,333 |
Total | 604,445 | 610,276 |
| 2025 | 2024 | |
| €000 | €000 | |
Other income | 2,416 | 4,777 |
Total | 2,416 | 4,777 |
7. Employee expenses
Employee expenses for the respective periods consist of the following:
| 2025 | 2024 | |||
| €000 | €000 | |||
| Of which key | Of which key | |||
| Total personnel | management * | Total personnel | management * | |
Wages and salaries | 105,462 | 7,252 | 89,185 | 6,927 |
Social security costs | 22,672 | 906 | 19,583 | 1,062 |
Option plans (Note 14) | 7,247 | 5,907 | 4,182 | 3,762 |
| Total employee expense | ||||
before capitalisation | 135,381 | 14,065 | 112,950 | 11,751 |
Own work capitalised | (19,515) | — | (17,251) | — |
Total employee expense | 115,866 | 14,065 | 95,699 | 11,751 |
* Includes the members of the Board and Executive Committee of W.A.G payment solutions plc.
Termination benefits provided to key management within wages and salaries amounted
to €420 thousand in 2025 (2024: €nil). Adjusting items in employee expenses amounted
to €5,792 thousand in 2025 (2024: €3,416 thousand).
Information regarding the highest paid Director is included in the Directors’ Remuneration Report
on pages 93 to 112.
The monthly average number of employees by category during the period was as follows:
| 2025 | 2024 | |
| Number of | Number of | |
| employees | employees | |
Sales and marketing | 397 | 399 |
General and administrative | 324 | 322 |
Technology, product and operative* | 1,268 | 1,195 |
Total average number of employees | 1,989 | 1,916 |
* Technology, product and operative category represents employees directly and indirectly related to product business units.
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8. Adjusting items
Accounting policy – Note 1(f)
The Group incurred costs of €32,375 thousand (2024: €34,588 thousand), which were considered
to be adjusting items and have therefore been excluded when calculating Adjusted EBITDA and
Adjusted profit before tax.
These are summarised below:
| 2025 | 2024 | |
| €000 | €000 | |
M&A-related expenses | 233 | 6,324 |
Amortisation of acquired intangibles | 17,557 | 19,760 |
Transformation expenses | 5,286 | — |
ERP implementation and integration costs | 9,299 | 6,297 |
Share-based compensation (Note 14) | — | 2,207 |
Adjusting items | 32,375 | 34,588 |
The Group has incurred acquisition-related costs which are primarily professional fees
of €233 thousand (2024: €6,324 thousand) in relation to M&A activities.
Transformation expenses were €5,286 thousand in 2025 (2024: €nil), relating to a project to
implement a new target operating model aimed at increasing accountability and efficiency
across the Group. The Group expects a further approximately €8,000 – €10,000 thousand
of transformation expenses to be recognised in 2026.
ERP implementation and integration costs of €9,299 thousand (2024: €6,297 thousand) are related
to the implementation of our ERP system, which went live in January 2024, with €8,000 thousand
to €10,000 thousand anticipated cost to be incurred in the year ended 31 December 2026.
The SAP implementation programme is expected to complete by the end of 2027.
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
and will vest during this 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.
Amortisation charges of €17,557 thousand relate to the amortisation of acquired intangibles
in 2025 (2024: €19,760 thousand) comprised mainly of the acquisition of Inelo.
One Group subsidiary falls within the scope of the Czech windfall tax regime for the 2025
reporting period, resulting in a significant increase in tax driven by regulatory changes,
rather than the Group’s ordinary operating activities.
| 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 |
| 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 |
11. Auditor remuneration
Information on Independent Auditors
The below fees represent amounts paid to PricewaterhouseCoopers LLP.
| 2025 | 2024 | |
| €000 | €000 | |
| The statutory audit of consolidated and Company’s financial | ||
statements | 1,134 | 1,157 |
Audit of the financial statements of the Company’s subsidiaries | 765 | 726 |
Total audit fees | 1,899 | 1,883 |
Other assurance services | 6 | 5 |
Total non-audit fees | 6 | 5 |
Total | 1,905 | 1,888 |
Other assurance services in both years related to a subscription fee for an online accounting
manual and agreed upon procedures for local related-party report in Slovenia.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
12. Income tax expense
Accounting policy – Note 1(g)
Corporate income tax
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%).
W.A.G. mobility solutions Iberia SL and W.A.G. payment solutions Spain, S.L., together with all
the Alava tax resident companies of ADS sub-group (Arraia-Oil, S.L.and Liserteco 24 Horas, SL),
formed a consolidation tax group for CIT purposes beginning on 1 April 2019. Spanish corporate
income tax is 24% (2024: 24%).
Polish corporate income tax rate is 19% (2024: 19%).
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 (loss)/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 periods | — | 181 |
| Effect of unrecognised deferred tax assets relating to tax losses | ||
of current period | (10) | — |
At the effective income tax rate of | 88.41% | 75.58% |
Income tax expense reported in the consolidated income statement | 16,826 | 8,840 |
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12. Income tax expense continued
Corporate income tax continued
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).
Unused tax losses, for which no deferred tax asset has been recognised, were as follows:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €000 | €000 | |
| Unused tax losses expiring by the end of: | ||
2024 | — | — |
2025 | 1 | — |
2026 | — | — |
2027 | — | — |
2028 and after | 23 | 499 |
No expiry date | 47 | — |
Total unrecognised tax losses | 71 | 499 |
Potential tax benefit | 18 | 125 |
The unused tax losses have arisen in dormant subsidiaries that are not likely to generate taxable
income in the foreseeable future.
| Charged/ | ||||||
| 1 January | Business | (credited) to | Credited | Translation | 31 December | |
| 2024 | combinations | profit or loss | to OCI | differences | 2024 | |
| €000 | €000 | €000 | €000 | €000 | €000 | |
| Difference between net book | ||||||
value of fixed assets for accounting and tax purposes | (31,325) | — | 2,162 | — | (232) | (29,395) |
Allowances to receivables | 4,023 | — | 1,683 | — | (192) | 5,514 |
| Provisions for liabilities and charges | 2,390 | — | 147 | — | (81) | 2,456 |
Tax losses | — | — | 342 | — | (2) | 340 |
| Tax benefit from pre-acquisition | ||||||
reserves | 4,743 | — | (960) | — | — | 3,783 |
Other | 855 | — | (1,210) | 351 | (18) | (21) |
Net deferred tax (liability)/asset | (19,314) | — | 2,164 | 351 | (525) | (17,323) |
Recognised deferred tax asset | 9,564 | — | 65 | 351 | (816) | 9,165 |
Recognised deferred tax liability | (28,878) | — | 2,099 | — | 291 | (26,488) |
| Charged/ | ||||||
| 1 January | Business | (credited) to | Credited | Translation | 31 December | |
| 2025 | combinations | profit or loss | to OCI | differences | 2025 | |
| €000 | €000 | €000 | €000 | €000 | €000 | |
| Difference between net book | ||||||
value of fixed assets for accounting and tax purposes | (29,395) | — | 510 | — | (538) | (29,423) |
Allowances to receivables | 5,514 | — | 790 | — | 155 | 6,459 |
Provisions for liabilities and charges | 2,456 | — | 597 | — | (333) | 2,720 |
Tax losses | 340 | — | (169) | — | (15) | 156 |
| Tax benefit from pre-acquisition | ||||||
reserves | 3,783 | — | (192) | — | — | 3,591 |
Other | (21) | — | 1,328 | (301) | 284 | 1,290 |
Net deferred tax (liability)/asset | (17,323) | — | 2,864 | (301) | (447) | (15,207) |
Recognised deferred tax asset | 9,165 | — | 3,569 | — | 901 | 13,635 |
Recognised deferred tax liability (26,488) | — | (705) | (301) | (1,348) | (28,842) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
12. Income tax expense continued
Deferred tax continued
13. 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. Details relating to the options are set out in Note 14.
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14. Share-based payments
Accounting policy – Note 1(h)
The Company currently operates the following share option plans:
Equity-settled share option plans
Pre-IPO option plans
In 2021 before Admission, the Group granted share options of W.A.G. payment solutions, a.s. to
management, which must remain in service for a period of three years from the date of grant. Share
options outstanding on Admission were converted into the performance share plan based on the
same vesting value and vesting conditions following approval from the Remuneration Committee.
Performance share plan (post-IPO)
To provide discretionary share-based incentive awards to employees, the Company operates a
performance share plan (“PSP”). The operation of the plan is supervised by the Remuneration
Committee. Any employee (including an Executive Director) of the Group is eligible to participate
in the PSP at the discretion of the Remuneration Committee. The PSP awards granted in years
2022 – 2024 are subject to Adjusted basic earnings per share targets (60% weighting) and
relative total shareholder value vs FTSE 250 index targets (40% weighting). The standard vesting
period is three years and employees must remain in service during this period.
A new share-based incentive plan was introduced in 2025. The plan awards are subject to
conditions based on the financial performance of the Group over the years 2025 – 2027, being
Cumulative Adjusted Cash EBITDA. Cumulative Adjusted Cash EBITDA means the aggregate
of adjusted EBITDA less capitalised R&D costs but including share-based payments in respect
of the financial years of the Company ending 31 December 2025, 31 December 2026 and
31 December 2027 respectively as reported in the associated Report and Accounts of the
Company. The vesting period varies from October 2028 to October 2030.
Set out below are summaries of options granted under pre-IPO option plans and PSP:
| For the year ended | For the year ended | |||
| 31 December 2025 | 31 December 2024 | |||
| Average exercise | Number | Average exercise | Number | |
| price per share | of share | price per share | of share | |
| option (€) | options | option (€) | options | |
Opening | 0.01 | 7,792,878 | 0.01 | 8,495,350 |
Granted during the period | 0.01 | 24,371,190 | 0.01 | 8,562,178 |
Exercised during the period | 0.01 | (2,366,304) | 0.01 | (590,306) |
Forfeited during the period | 0.01 | (625,019) | 0.01 | (8,674,344) |
Closing | 0.01 | 29,172,745 | 0.01 | 7,792,878 |
| Vested and exercisable at the end | ||||
of the period | 0.01 | 1,326,178 | 0.01 | 330,624 |
Share options outstanding at the end of the period have the following expiry dates and exercise prices:
31 December 2025 | 31 December 2024 | |||
| Weighted | Weighted | |||
| Numbers of | average | Numbers of | average | |
| shares | remaining life | shares | remaining life | |
| Exercise price (€) | outstanding | (years) | outstanding | (years) |
0.01 | 29,172,745 | 1.81 | 7,792,878 | 1.36 |
Total | 29,172,745 | 7,792,878 |
The fair value of the options are determined using following inputs – share price at grant date,
exercise price, the term of the option and management’s estimate of the expected achievement
of the vesting conditions. For awards with market-based vesting conditions (such as TSR) the
expected share price volatility and risk-free interest rate for the term of the option was included
as an input to the valuation model.
The model inputs for options included:
31 December 2025 | 31 December 2024 | |||||
| 1 October | 15 April | 22 January | 16 May | 1 May | April | |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| grant | grant | grant | grant | grant | grant | |
Share price at grant date | 0.973 | 0.635 | 0.690 | 0.721 | 0.652 | 0.660 |
| GBP | GBP | GBP | GBP | GBP | GBP | |
Exercise price | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 |
| Expected price volatility | ||||||
of Company’s shares | n/a | n/a | n/a | 39.75% | 39.75% | 39.75% |
Risk-free interest rate | n/a | n/a | n/a | 4.37% | 4.49% | 4.38% |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
14. Share-based payments continued
Equity-settled share option plans continued
Performance share plan (post-IPO) continued
In 2021, a shadow share plan was introduced to provide long-term incentives for certain
managers to deliver long-term shareholder returns. Shadow shares were granted for no
consideration and carry no voting rights. Participants in the plan are entitled to equivalent
dividends in case dividends are approved by shareholders of the Company. The fair value of
shadow share options granted was estimated at the date of grant on the basis of estimated
EBITDA growth in the next three years and remeasured at each reporting date.
Expenses arising from share-based payment transactions
| 2025 | 2024 | |
| €000 | €000 | |
Equity-settled plans (pre-IPO option plans) | — | 2,379 |
| Paid social security and health insurance on equity-settled plans | ||
(pre-IPO) | — | 33 |
Cash-settled plans (pre-IPO) | — | (205) |
Total pre-IPO expenses | — | 2,207 |
Paid social security and health insurance on equity-settled plans (PSP) | 116 | — |
Equity-settled plans (PSP) | 7,131 | 1,975 |
Total | 7,247 | 4,182 |
For the year ended 31 December 2025, expenses related to equity-settled plans recognised in
equity amount to €7,131 thousand (2024: €4,354 thousand). Cash-settled amounts are recognised
directly in the consolidated income statement.
15. Business combinations
Accounting policy – Note 1(i)
There were no new acquisitions in 2025.
| 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 |
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| Internal | ||||||||
| Client | software | Patents | External | Other intangible Assets | ||||
| Goodwill | relationships | development | and rights | software | assets | in progress | Total | |
| €000 | €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 |
| Internal | ||||||||
| Client | software | Patents | External | Other intangible Assets | ||||
| Goodwill | relationships | development | and rights | software | assets | in progress | Total | |
| €000 | €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) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
16. Intangible assets continued
| Internal | ||||||||
| Client | software | Patents | External | Other intangible Assets | ||||
| Goodwill | relationships | development | and rights | software | assets | in progress | Total | |
| €000 | €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 |
2025 | 2024 | |||
| Net book | Remaining | Net book | Remaining | |
| value | useful life | value | useful life | |
| Individual asset description | (in €000) | (in months) | (in €000) | (in months) |
Customer relationships – Webeye | 11,292 | 77 | 15,740 | 89 |
Customer relationships – Inelo | 77,056 | 147 | 83,368 | 159 |
Internal software – EETS toll platform | 21,377 | 50 | 15,491 | 62 |
Internal software – EW Office | 20,934 | 81 | 8,740 | 93 |
Internal software – Payment Management System | 5,336 | 44 | 3,980 | 56 |
Internal software – CRM | 5,971 | 28 | 5,309 | 40 |
Internal software – Data Platform | 6,897 | 69 | 3,789 | 81 |
Internal software – E-Wallet | 6,695 | 84 | — | — |
Internal software – SAP billing | 4,068 | 47 | 5,632 | 59 |
Internal software – Webeye platform | 3,105 | 19 | 5,032 | 31 |
| 2025 | 2024 | |
| €000 | €000 | |
Expensed research and development costs | 4,558 | 3,226 |
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16. Intangible assets continued
| 2025 | 2024 | |
| €000 | €000 | |
Energy | 95,860 | 95,157 |
Navigation | 33,577 | 33,592 |
Fleet management solutions | 140,772 | 137,866 |
Total | 270,209 | 266,615 |
2025 | 2024 | |
| Energy CGU | ||
Pre-tax discount rate | 8.1% | 8.2% |
Net revenue growth rate* | 4.9% | 5.3% |
Long-term growth rate | 2.0% | 2.0% |
| Navigation CGU | ||
Pre-tax discount rate | 10.2% | 11.0% |
Revenue growth rate* | 2.7% | 8.9% |
Long-term growth rate | 2.0% | 2.0% |
| Fleet management solutions CGU | ||
Pre-tax discount rate | 9.5% | 9.9% |
Revenue growth rate* | 8.4% | 9.0% |
Long-term growth rate | 2.5% | 2.5% |
| Fleet | |||
| management | |||
Energy CGU | Navigation CGU | solutions CGU | |
| 2025 | 2025 | 2025 | |
| €000 | €000 | €000 | |
Excess of recoverable amount over carrying amount | 598,432 | 40,044 | 115,966 |
| Fleet | |||
| management | |||
Energy CGU | Navigation CGU | solutions CGU | |
| 2024 | 2024 | 2024 | |
| €000 | €000 | €000 | |
Excess of recoverable amount over carrying amount | 572,671 | 45,845 | 92,201 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
16. Intangible assets continued
Key assumptions used for impairment testing continued
| Fleet management | |||
Energy CGU | Navigation CGU | solutions CGU | |
2025 | 2025 | 2025 | |
Discount rate | 50.8% | 17.1% | 12.0% |
Net revenue/revenue average growth rate over five-year period | (6.3)% | (0.1)% | 6.1% |
Long-term growth rate | — | (41.1)% | (1.9)% |
| Fleet management | |||
Energy CGU | Navigation CGU | solutions CGU | |
2024 | 2024 | 2024 | |
Discount rate | 34.3% | 19.1% | 12.0% |
Net revenue/revenue average growth rate over five-year period | (2.9)% | 5.9% | 7.3 % |
Long-term growth rate | — | (41.9)% | (1.9)% |
17. Property, plant and equipment
Accounting policy – Note 1(m)
Cost of property, plant and equipment:
| Vehicles, | |||||||
| furniture | |||||||
| Lands and | Leasehold | Machinery | and fixtures and | Tangibles | On-board units | ||
| buildings | improvements | and equipment | other tangibles | in progress | (“OBUs”) | Total | |
| €000 | €000 | €000 | €000 | €000 | €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 |
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17. Property, plant and equipment continued
Accumulated depreciation and impairment of property, plant and equipment:
| Vehicles, | |||||||
| furniture and | |||||||
| Lands and | Leasehold | Machinery | fixtures, other | Tangibles | On-board units | ||
| buildings | improvements | and equipment | tangibles | in progress | (“OBUs”) | Total | |
| €000 | €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:
| Vehicles, | |||||||
| furniture and | |||||||
| Lands and | Leasehold | Machinery | fixtures, other | Tangibles | On-board units | ||
| buildings | improvements | and equipment | tangibles | in progress | (“OBUs”) | Total | |
| €000 | €000 | €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 |
Land, buildings, machinery and equipment are subject to pledge in respect of bank loans:
| 2025 | 2024 | |
| €000 | €000 | |
Pledged property, plant and equipment | 60,606 | 55,955 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
18. Right-of-use assets, lease liabilities and lease receivables
Accounting policy – Note 1(n)
The Group leases assets including buildings, land and motor vehicles. The average lease
term is four years. Leases comprise a larger number of various diversified lease contracts
in different locations.
Extension and termination options are included in a number of property and equipment leases
across the Group. These are used to maximise operational flexibility in terms of managing the
assets used in the Group’s operations. The majority of extension and termination options held
are exercisable only by the Group and not by the respective lessor.
| 2025 | 2024 | |
| €000 | €000 | |
Buildings | 14,757 | 16,621 |
Lands | 336 | 379 |
Vehicles and machinery | 1,976 | 2,192 |
Total | 17,069 | 19,192 |
| 2025 | 2024 | |
| €000 | €000 | |
Additions to the right-of-use assets | 4,572 | 14,385 |
| 2025 | 2024 | |
| €000 | €000 | |
Buildings | (4,081) | (4,514) |
Lands | (37) | (37) |
Vehicles and machinery | (1,632) | (1,302) |
Total | (5,750) | (5,853) |
Lease liabilities
| 2025 | 2024 | |
| €000 | €000 | |
Long-term lease liabilities | 12,647 | 14,260 |
Short-term lease liabilities | 5,395 | 5,019 |
Total lease liabilities | 18,042 | 19,279 |
| 2025 | 2024 | |
| Maturity of lease liabilities | €000 | €000 |
Within one year | 5,395 | 5,019 |
After one year but not more than five years | 9,813 | 12,219 |
More than five years | 2,834 | 2,041 |
Total lease liabilities | 18,042 | 19,279 |
The discount rates used for new leases to calculate the liabilities (Company’s incremental borrowing
rate (“IBR”)) were in the range of 3.82%–4.54% (2024: 5.05%–5.62%). The Company determines
its IBR as a variable rate based on three-month EURIBOR plus a fixed margin of 1.8%, reflecting
its current market borrowing conditions and credit risk profile at the lease commencement date.
Leases in the consolidated income statement
Leases are shown as follows in the consolidated income statement:
| 2025 | 2024 | |
| €000 | €000 | |
| Other operating income | ||
Terminated rent | 1 | 74 |
| Other operating expense | ||
Short-term lease expenses | 1,583 | 1,470 |
Low-value lease expenses | 136 | 128 |
Other lease expenses (additional costs) | 714 | 234 |
| Depreciation and impairment losses | ||
Depreciation of right-of-use assets | 5,750 | 5,853 |
| Net finance costs/(income) | ||
Interest expense on lease liabilities | 846 | 887 |
Currency translation losses/(gains) on lease liabilities | 386 | (326) |
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| Effective economic interest | ||||
| Name | Measurement method | Registered office | 2025 | 2024 |
Threeforce B.V. (Last Mile Solutions) | Equity method | The Netherlands | 27.75% | 27.75% |
| UAB "Tankita" (Drivitty) | Equity method | Lithuania | 20% | 20% |
| 2025 | 2024 | |
| €000 | €000 | |
Opening balance at 1 January | 10,973 | 11,719 |
Share of net loss | (2,306) | (746) |
Closing balance at 31 December | 8,667 | 10,973 |
| Threeforce B.V. | ||
| (Last Mile Solutions) | ||
| 2025 | 2024 | |
| €000 | €000 | |
Current assets | 99,704 | 84,573 |
Current liabilities | (120,394) | (90,804) |
Current net liabilities | (20,690) | (6,231) |
Non-current assets | 20,095 | 11,878 |
Non-current liabilities | (134) | (226) |
Non-current net assets | 19,961 | 11,652 |
Net assets | (729) | 5,421 |
| Reconciliation to carrying amounts: | ||
Opening net assets | 5,421 | 7,510 |
Loss for the period | (8,026) | (2,417) |
Capital payments | 1,893 | 326 |
Translation | (17) | 2 |
Closing net assets | (729) | 5,421 |
Group’s share in % | 27.75% | 27.75% |
Group’s share in €000 | (202) | 1,504 |
Goodwill | 7,442 | 7,442 |
Carrying amount | 7,240 | 8,946 |
| Threeforce B.V. | ||
| (Last Mile Solutions) | ||
| 2025 | 2024 | |
| €000 | €000 | |
Revenue | 476,604 | 337,063 |
Loss for the period | (8,026) | (2,417) |
Other comprehensive income | (17) | — |
Total comprehensive expense | (8,043) | (2,417) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
20. Inventories
Accounting policy – Note 1(q)
| 2025 | 2024 | |
| €000 | €000 | |
Raw materials* | 1,761 | 2,750 |
Goods (excluding on-board units) | 5,712 | 9,016 |
On-board units | 3,517 | 3,334 |
Finished products | 225 | 280 |
Total | 11,215 | 15,380 |
* Represents primarily material for OBUs.
Write-downs of inventories to net realisable value were as follows:
| 2025 | 2024 | |
| €000 | €000 | |
Write-downs of inventories to net realisable value | 1,381 | 135 |
Write-downs of inventories were recognised as an expense and were included in operating
expense in the consolidated income statement.
Raw materials consumed were as follows:
| 2025 | 2024 | |
| €000 | €000 | |
Raw materials consumed (in operating expense) | 488 | 125 |
21. Trade and other receivables
Trade and other receivables mainly consist of amounts owed to the Group by customers
and amounts that the Group pays to supplies in advance. The note also includes tax refund
receivables owed to us by tax authorities in jurisdictions where we claim tax charged at point
of sale on behalf of our customers.
Critical judgements – Impairment of financial assets – Note 1(c)
Trade and other receivables accounting policy – Note 1(r)
Fair value measurement – Note 1(s)
| 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 | 7,1 24 |
Contract assets | 4,951 | 4,427 |
Total | 372,850 | 370,967 |
| 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 |
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21. Trade and other receivables continued
| 2025 | 2024 | |
| €000 | €000 | |
Pledged receivables | 371,481 | 369,530 |
Total | 371,481 | 369,530 |
| Past due | Past due more | |||
| Current | 1–90 days | than 90 days | Total | |
| €000 | €000 | €000 | €000 | |
Gross value of receivables* | 265,360 | 71,687 | 50,620 | 387,667 |
Expected credit loss | 2,180 | 2,532 | 45,108 | 49,820 |
| Past due | Past due more | |||
| Current | 1–90 days | than 90 days | Total | |
| €000 | €000 | €000 | €000 | |
Gross value of receivables* | 268,349 | 65,436 | 37,454 | 371,239 |
Expected credit loss | 2,393 | 2,311 | 33,737 | 38,441 |
| Amount | |
| €000 | |
Allowances as at 1 January 2024 | 26,459 |
Charged | 13,578 |
Utilised | (1,392) |
FX differences | (204) |
Allowances as at 31 December 2024 | 38,441 |
Charged | 12,667 |
Utilised | (1,225) |
FX differences | (63) |
Allowances as at 31 December 2025 | 49,820 |
| Fair value measurement using | ||||||
| Quoted | ||||||
| prices | Significant | Significant | ||||
| in active | observable | unobservable | ||||
| markets | inputs | inputs | ||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||
Note | Date of valuation | €000 | €000 | €000 | €000 | |
| Assets measured | ||||||
| at fair value | ||||||
Derivative financial assets | 23 | |||||
Foreign currency forwards | 31 December 2024 | — | 261 | — | 261 | |
| Liabilities measured | ||||||
| at fair value | ||||||
Derivative financial liabilities | 23 | |||||
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 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
22. Fair value measurement continued
| Fair value measurement using | ||||||
| Quoted | ||||||
| prices | Significant | Significant | ||||
| in active | observable | unobservable | ||||
| markets | inputs | inputs | ||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||
Note | Date of valuation | €000 | €000 | €000 | €000 | |
| Assets measured | ||||||
| at fair value | ||||||
Derivative financial assets | 23 | |||||
Foreign currency forwards | 31 December 2025 | — | 273 | — | 273 | |
| Liabilities measured | ||||||
| at fair value | ||||||
Derivative financial liabilities | 23 | |||||
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 |
| 2025 | 2024 | |
| €000 | €000 | |
| Derivative assets | ||
Foreign currency forwards – cash flow hedges | 273 | 261 |
Interest rate swaps – cash flow hedges | — | — |
Total derivative assets at fair value | 273 | 261 |
Current | 273 | 261 |
Non-current | — | — |
| Derivative liabilities | ||
Foreign currency forwards – cash flow hedges | 4 | 97 |
Put options related to associates | 16 | 29 |
Interest rate swaps – cash flow hedges | 1,249 | 2,521 |
Total derivative liabilities at fair value | 1,269 | 2,647 |
Current | 936 | 1,183 |
Non-current | 333 | 1,464 |
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23. Derivatives continued
Cash flow hedges continued
Foreign currency risk continued
| Hedging of future cash flows: | |||
| Within 1 year | 1–5 years | Total | |
| Balance as at 31 December 2025 | €000 | €000 | €000 |
| Currency risk exposure | |||
Hedging of future cash flows – future receivables | 273 | — | 273 |
Hedging of future cash flows – future liabilities | (4) | — | (4) |
Total | 269 | — | 269 |
| Within 1 year | 1–5 years | Total | |
| Balance as at 31 December 2024 | €000 | €000 | €000 |
| Currency risk exposure | |||
Hedging of future cash flows – future receivables | 261 | — | 261 |
Hedging of future cash flows – future liabilities | (97) | — | (97) |
Total | 164 | — | 164 |
| 2025 | 2024 | |
| €000 | €000 | |
Carrying amount (current and non-current asset) | — | — |
Carrying amount (current and non-current liabilities) | 1,249 | 2,521 |
Nominal amount | 136,562 | 227,333 |
Maturity date | 2026 and 2027 | 2026 and 2027 |
| Change in fair value of outstanding hedging instruments | ||
since 1 January | 1,272 | (2,745) |
| Change in value of hedged item used to determine | ||
hedge effectiveness | (1,272) | 2,745 |
Average fixed rate of IRS | 3.02% | 3.05% |
| 2025 | 2024 | |
| €000 | €000 | |
Revaluation interest rate swaps (existing) | 1,272 | 129 |
Revaluation interest rate swaps (terminated) | — | (2,874) |
Revaluation foreign exchange forwards | 76 | 152 |
Reclassification to profit or loss interest rate swaps | — | — |
Translation | 86 | (12) |
1,434 | (2,605) | |
Deferred tax | (301) | 351 |
Other comprehensive income/(expense) | 1,133 | (2,254) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
24. Cash and cash equivalents
Accounting policy – Note 1(t)
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
| 2025 | 2024 | |
| €000 | €000 | |
Cash at banks | 116,499 | 107,397 |
Cash on hand | 25 | 33 |
| Cash and cash equivalents presented in the statement | ||
of financial position | 116,524 | 107,430 |
Bank overdrafts | — | (2) |
Cash and cash equivalents presented in the statement of cash flows | 116,524 | 107,428 |
Pledged cash at bank subject to security of bank loans:
| 2025 | 2024 | |
| €000 | €000 | |
Cash at banks pledged | 116,170 | 107,102 |
The fair value of cash and cash equivalents approximates their carrying value due to their
short-term maturities.
Credit quality of cash at banks and short-term deposits:
| 2025 | 2024 | |
| External rating scale | €000 | €000 |
A | 17,820 | 19,199 |
Baa | 94,036 | 80,687 |
Ba | 2,348 | 6,863 |
B | 1,975 | 397 |
Unrated | 320 | 251 |
Total | 116,499 | 107,397 |
| 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 |
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25. Trade, other payables and other liabilities continued
| 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 |
| 1 year | 2 years | 3–5 years | Total | |
| Release to income statement | €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 |
| 2025 | 2024 | |
| €000 | €000 | |
Inelo Group | — | 2,000 |
Total | — | 2,000 |
26. Provisions
Accounting policy – Note 1(v)
| Other provisions | |
| €000 | |
1 January 2024 | 3,853 |
Unused amounts reversed | (933) |
31 December 2024 | 2,920 |
Additions | 2,126 |
Unused amounts reversed | (265) |
31 December 2025 | 4,781 |
| Other provisions | |
| €000 | |
Current at 1 January 2024 | 2,529 |
Non-current at 1 January 2024 | 1,324 |
Current at 31 December 2024 | 2,126 |
Non-current at 31 December 2024 | 794 |
Current at 31 December 2025 | 4,252 |
Non-current at 31 December 2025 | 529 |
The provisions primarily relate to expected credit losses on the Group’s exposure arising from
unutilised customer credit limits, as disclosed in Note 34. These amounts reflect the credit risk
associated with the Group’s present contractual obligation to extend credit under those limits.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
31 December 2025 | 31 December 2024 | ||||||||
| Total limit | Amount in | Total limit | Amount in | ||||||
| in currency | original currency | Total | in currency | original currency | Total | ||||
Currency | Maturity | Interest rate | €000 | €000 | €000 | €000 | €000 | €000 | |
| Bank loans | |||||||||
| Multicurrency term and revolving facilities agreement | |||||||||
| (Club Finance facility) | EUR | 2029/03 | 3M EURIBOR + margin | 45,000 | 28,750 | 28,750 | 45,000 | 32,537 | 32,537 |
EUR | 2029/03 | 3M EURIBOR + margin | 68,000 | 32,366 | 32,366 | 68,000 | 40,904 | 40,904 | |
EUR | 2029/03 | 3M EURIBOR + margin | 37,000 | 33,211 | 33,211 | 37,000 | 33,194 | 33,194 | |
EUR | 2029/03 | 3M EURIBOR + margin | 120,000 | 74,946 | 74,946 | 120,000 | 84,683 | 84,683 | |
EUR | 2029/03 | 3M EURIBOR + margin | 60,000 | 37,473 | 37,473 | 60,000 | 42,341 | 42,341 | |
EUR | 2029/03 | 3M EURIBOR + margin | 50,000 | 33,603 | 33,603 | 50,000 | 37,969 | 37,969 | |
EUR | 2029/03 | 3M EURIBOR + margin | 33,500 | 27,290 | 27,290 | 33,500 | 30,836 | 30,836 | |
Other loans | EUR | Fixed rate | — | — | — | 5 | 5 | 5 | |
| Financial liabilities to telecoms | 36 months from the | Fixed rate – | |||||||
| PLN | REPO transaction | 6,29–16,86% | 1,939 | 142 | 35 | 1,939 | 1,939 | 454 | |
Other non-bank loans | PLN | 3M WIBOR + 2% | 725 | 14 | 3 | 725 | 14 | 3 | |
| Revolving facilities and overdrafts | |||||||||
(Club Finance facility) | — | — | — | 125,000 | 65,000 | 65,000 | 125,000 | 80,001 | 80,001 |
Total | EUR | — | — | 332,677 | — | — | 382,927 | ||
Current | EUR | — | — | 99,885 | — | — | 115,380 | ||
Non-current | EUR | — | — | 232,792 | — | — | 267,547 |
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27. Borrowings continued
Net leverage | Interest rate |
> 3.25 | 2.30% p.a. |
≤ 3.25 ≥ 2.50 | 2.10% p.a. |
< 2.50 | 1.90% p.a. |
| Actual | |||
| 31 December | |||
Covenant | Calculation | Target | 2025 |
Interest cover | The ratio of adjusted EBITDA | Min 3.50 | 4.64 |
| to finance charges | |||
Net leverage | The ratio of total net debt | Max 3.50 | 1.93 |
| (covenants) to adjusted EBITDA | |||
Adjusted net leverage | The ratio of the adjusted total | Max 6.50 | 3.63 |
| net debt (covenants) to adjusted | |||
| EBITDA |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
28. 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.
29. Equity
Ordinary shares | Class B shares | |||||
| Share | Share | Share | Merger | |||
| Number of | capital | Number of | capital | premium | reserve | |
| shares | €000 | shares | €000 | €000 | €000 | |
At 1 January 2024 | 689,471,537 | 8,113 | — | — | 2,958 | (25,963) |
Share options exercised 1 | 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) |
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29. Equity continued
| Foreign | ||||||
| currency | ||||||
| Financial assets | translation | Cash flow | ||||
| at FVOCI | reserve | Reserve funds | hedge reserve | Total | ||
| Note | €000 | €000 | €000 | €000 | €000 | |
1 January 2024 | (15,475) | 19,503 | 54 | 345 | 4,427 | |
Change in fair value of cash flow hedge recognised in equity | 23 | — | — | — | (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 | 23 | — | — | — | 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) |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
29. Equity continued
| 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 subsidiaries (2,3,4) | — | — | 6,167 |
Recognised as non-controlling interest | — | — | 6,167 |
Total | 735 | 735 | 3,424 |
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| 2025 | 2024 | |
| €000 | €000 | |
Increase by 50 basis points | (683) | (413) |
Decrease by 50 basis points | 683 | 413 |
| 2025 | 2024 | ||
| % change in rate | €000 | €000 | |
EUR | +/- 10% | +/- 12,959 | +/- 14,996 |
PLN | +/- 10% | +/- 287 | +/- 296 |
CZK | +/- 10% | +/- 3,275 | +/- 5,993 |
Others | +/- 10% | +/- 1,501 | +/- 4,926 |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
30. Financial risk management continued
Market risk continued
Foreign currency risk continued
2025 | 2024 | |
Current ratio | 0.85 | 0.93 |
| Less than | 3 to 12 | More than | ||||
31 December 2025 | On demand | 3 months | months | 1 to 5 years | 5 years | Total |
| Non-derivatives | ||||||
| Interest-bearing loans | ||||||
and borrowings | — | 7 7,074 | 35,762 | 254,154 | — | 366,990 |
Lease liabilities | — | 1,478 | 4,048 | 10,321 | 3,933 | 19,780 |
Trade and other payables* | — | 418,738 | 6,827 | 270 | — | 425,835 |
Total non-derivatives | — | 497,290 | 46,637 | 264,745 | 3,933 | 812,605 |
| Less than | 3 to 12 | More than | ||||
31 December 2024 | On demand | 3 months | months | 1 to 5 years | 5 years | Total |
| Non-derivatives | ||||||
| Interest-bearing loans | ||||||
and borrowings | — | 93,798 | 39,715 | 300,382 | — | 433,895 |
Lease liabilities | — | 1,514 | 4,383 | 12,482 | 3,654 | 22,033 |
Trade and other payables* | — | 351,403 | 5,003 | 6,848 | — | 363,254 |
Total non-derivatives | — | 446,715 | 49,101 | 319,712 | 3,654 | 819,182 |
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31. Capital management continued
| 2025 | 2024 | |
| €000 | €000 | |
Interest-bearing loans | 332,677 | 382,927 |
Cash and cash equivalents | (116,524) | (107,430) |
Net debt | 216,153 | 275,497 |
Total equity attributable to Company | 243,235 | 261,942 |
Gearing ratio | 88.87% | 105.17% |
32. Related party disclosures
Company
The Company controlling the Group is disclosed in Note 1.
Subsidiaries
Interests in subsidiaries are set out in Note 33.
Key management personnel compensation
Key management personnel compensation is disclosed in Note 7.
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) | — |
| 2025 | 2024 | |
| €000 | €000 | |
Sale of property to key management personnel | — | 37 |
| Sale of various goods and services to entities controlled | ||
by key management personnel | 1 | 3 |
| Purchases of various goods and services from key | ||
management personnel | 154 | — |
| Purchases of various goods and services from entities controlled | ||
by key management personnel* | 1,820 | 1,604 |
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 |
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.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
| Country of | Effective economic interest | |||||
Name | Principal activities | incorporation | Registered address | 2025 | 2024 | |
W.A.G payment solutions plc ∞ | Holding company | United Kingdom | Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA, | Company | Company | |
| United Kingdom | ||||||
W.A.G. payment solutions AT GmbH | Payment solutions | Austria | Prinz-Eugen-Straße 58/10, 1040 Wien, Austria | 100% | 100% | |
W.A.G. payment solutions BE BV | Payment solutions | Belgium | Saint-Gillis, Brussels, Belgium | 100% | 100% | |
W.A.G payment solutions BA d.o.o. | Mobility solutions | Bosnia and | 203. brigade 34, Matuzići, Doboj Jug, Bosnia-Herzegovina | 100% | 100% | |
| Herzegovina | ||||||
EUROWAG Bulgaria EOOD | Payment solutions | Bulgaria | 18 Todor Aleksandrov blvd. 1000 Sofia, Bulgaria | 100% | 100% | |
WEBEYE BULGARIA LTD | Mobility solutions | Bulgaria | Iskar district, 41 “Nedelcho Bonchev” Str., floor 3, apt. 16.,1528 Sofia, Bulgaria | 100% | 100% | |
W.A.G. payment solutions – Branch Bulgaria | Payment solutions | Bulgaria | 18 Todor Aleksandrov blvd. 1000 Sofia, Bulgaria | 100% | 100% | |
W.A.G. payment solutions HR d.o.o. | Payment solutions | Croatia | Grand Centar, Hektorovićeva ulica 2, 10000 Zagreb, Croatia | 100% | 100% | |
| WEBEYE Hrvatska d.o.o. (merged with CVS Mobile | Mobility solutions | Croatia | Buzinski prilaz 10, Zagreb, Croatia | — | 100% | |
| d.o.o.) | ||||||
CVS Mobile d.o.o. | Mobility solutions | Croatia | Jankomir 25, 10090 | Zagreb, Croatia | 100% | 100% |
W.A.G. payment solutions, a.s.* | Payment solutions and | Czech Republic | Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic | 100% | 100% | |
| mobility solutions | ||||||
W.A.G. Issuing Services, a.s. | Payment solutions | Czech Republic | Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic | 100% | 100% | |
W.A.G. payment solutions CZ, s.r.o. | Payment solutions | Czech Republic | Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic | 100% | 100% | |
Reamon Tax, a.s. | Mobility solutions | Czech Republic | Göthova 149, Dačice I, 38001 Dačice, Czech Republic | 100% | 100% | |
Princip a.s. | Mobility solutions | Czech Republic | Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic | 100% | 100% | |
W.A.G. payment solutions DK ApS | Payment solutions | Denmark | Frederiksborggade 15, 2nd and 3rd floor, 1360 Copenhagen, Denmark | 100% | 100% | |
W.A.G. payment solutions EE OÜ | Payment solutions | Estonia | Akadeemia tee 21/4-301, 12618 Tallinn Harjumaa, Estonia | 100% | 100% | |
W.A.G. payment solutions FI Oy | Payment solutions | Finland | Keilaranta 1, 02150 Espoo, Uusimaa, Finland | 100% | 100% | |
W.A.G. payment solutions FR SARL | Payment solutions | France | Montpellier Optimum, 450 Rue Baden Powell, 34000 Montpellier. France | 100% | 100% | |
W.A.G. payment solutions DE GmbH | Payment solutions | Germany | Dr.-Gessler-Straße 20, 93051 Regensburg, Germany | 100% | 100% |
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| Country of | Effective economic interest | |||||
Name | Principal activities | incorporation | Registered address | 2025 | 2024 | |
| WebEye Deutschland GmbH (merged with CVS | Mobility solutions | Germany | Schatzbogen 33, 81829 München, Germany | — | 100% | |
| Mobile GmbH) | ||||||
JITPay GmbH | Payment solutions | Germany | Willy-Brandt-Platz 19, 38102 Braunschweig, Germany | 9.99% | 9.99% | |
FireTMS.com GmbH | Mobility solutions | Germany | Stresemannstraße 123, 10963 Berlin, Germany | 89% | 89% | |
CVS Mobile GmbH | Mobility solutions | Germany | Dr.-Gessler-Str. 20, 93051 Regensburg, Germany | 100% | 100% | |
W.A.G. payment solutions EL SP LTD | Payment solutions | Greece | 12A Eleftheriou Venizelou Str., GR – 151 27 Melissia, Athens, Greece | 100% | 100% | |
W.A.G. payment solutions HU, Kft. | Payment solutions | Hungary | 1138 | Budapest, Népfürdő utca 22. B. ép. 13. em., Hungary | 100% | 100% |
E-Toll Services Hungary, Kft. | Mobility solutions | Hungary | 2151 | Fót, Akácos, East Gate Business Park 0221/12 D2, Hungary | 100% | 100% |
| WebEye Magyarország Kereskedelmi és | Mobility solutions | Hungary | 2151 | Fót, Akácos, East Gate Business park 0221/12 hrsz. D2. ép, Hungary | 100% | 100% |
| Szolgáltató, Kft. | ||||||
CONSORZIO EUROWAG S.C. A R.L | Payment solutions | Italy | Via Giolitti 55, 10123 Torino, Italy | 100% | 100% | |
W.A.G. payment solutions IT S.R.L. | Payment solutions | Italy | Largo Europa 20, 35137 Padova, Italy | 100% | 100% | |
CVS Mobile s.r.l. | Mobility solutions | Italy | Via Battisti 2, 34125 Trieste, Italy | 100% | 100% | |
SIA W.A.G. payment solutions LV | Payment solutions | Latvia | Bauskas street 58A, Riga, LV-1004, Latvia | 100% | 100% | |
W.A.G. payment solutions LT, UAB | Payment solutions | Lithuania | Lvivo g. 2509320 | Vilnius, Lithuania | 100% | 100% |
UAB “Tankita” | Payment solutions | Lithuania | Oršos g. 4-103, Vilnius, LT-09300, Lithuania | 20% | 20% | |
W.A.G. payment solutions LU S.à r.l. | Payment solutions | Luxembourg | 19, rue de Bitbourg, L-1273 Luxembourg | 100% | 100% | |
W.A.G. PAYMENT SOLUTIONS MK DOOEL Skopje | Mobility solutions | North Macedonia | 16-ta Makedonska brigada 13b, 1000 Skopje, North Macedonia | 100% | 100% | |
W.A.G. payment solutions NO AS | Payment solutions | Norway | C.J. Hambros Plass 2 C, 0164, Oslo, Norway | 100% | 100% | |
W.A.G. payment solutions PL, Sp. Zoo | Payment solutions | Poland | Ul. Aleja Jana Pawła II, Nr 22, Lok., 00-133 Warsaw, Poland | 100% | 100% | |
| W.A.G. payment solutions, a.s. SPÓŁKA AKCYJNA | Payment solutions | Poland | Ul. Aleja Jana Pawła II, Nr 22, Lok., 00-133 Warsaw, Poland | 100% | 100% | |
| ODDZIAŁ W POLSCE | ||||||
| Webeye Polska sp. z.o.o. (merged with INELO | Mobility solutions | Poland | 30-663 Kraków (Poland), 250 Wielicka Str., Poland | — | 100% | |
| Polska Sp.z o.o.) | ||||||
INELO Polska Sp. z o.o. | Mobility solutions | Poland | 43-300 Bielsko-Biała, ul. Kaprapcka 24/U2b, Poland | 100% | 100% | |
| Marcos Bis Sp. z o.o. (merged with INELO Polska | Mobility solutions | Poland | ul. Powstańców 19, 40 – 039 Katowice, Poland | — | 100% | |
| Sp.z o.o.) | ||||||
FIRETMS.COM Sp. z o.o. | Mobility solutions | Poland | 44-200 Rybnik, ul. 3 Maja 30, Poland | 89% | 89% | |
W.A.G. Transport Solutions PT, LDA | Mobility solutions | Portugal | Rua das Industrias, n˚ 236, 1˚, Sala 104, Trofa, 4785 – 625, Portugal | 100% | 100% | |
W.A.G. payment solutions PT Unnipessoal, LDA | Payment solutions | Portugal | Rua das Industrias, n˚ 236, 1˚, Sala 104, Trofa, 4785 – 625, Portugal | 100% | 100% | |
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
33. Related undertakings of the Group continued
| Country of | Effective economic interest | ||||||
Name | Principal activities | incorporation | Registered address | 2025 | 2024 | ||
MYWEBEYE IBÉRIA, LDA | Mobility solutions | Portugal | Rua Horta dos Bacelos, Lote 5, 2690-390 Loures, Lisbon, Portugal | 100% | 100% | ||
W.A.G. payment solutions RO, s.r.l. | Payment solutions | Romania | Calea Serban Voda, no 206-218, U-Center 2, 2nd floor, postal code 040215, | 100% | 100% | ||
| Sector 4, Bucharest, Romania | |||||||
WebEye International s.r.l. | Mobility solutions | Romania | Oradea, str. Nufărului nr. 28E, Județul Bihor, Romania | 100% | 100% | ||
Eurowag d.o.o. Pančevo | Payment solutions | Serbia | Maksima Gorkog No 8, 1st floor, 26000 Pančevo, Serbia | 100% | 100% | ||
CVS Mobile d.o.o. | Mobility solutions | Serbia | Ulica Španskih boraca 24V, 11070 Novi Beograd, Serbia | 100% | 100% | ||
W.A.G. payment solutions SK, s.r.o. | Payment solutions | Slovakia | Twin City C, Mlynské Nivy 16, 821 09 Bratislava – Mestská Časť Ružinov, Slovakia | 100% | 100% | ||
W.A.G. payment solutions, a.s., – organizačná zložka Payment solutions | Slovakia | Tolstého 9, 81106 | Bratislava, Slovakia | 100% | 100% | ||
Sygic, a.s. | Mobility solutions | Slovakia | Twin City C, Mlynské Nivy 16, 82109 Bratislava – mestská časť Ružinov, Slovakia | 100% | 100% | ||
W.A.G., plačilne rešitve SI, d.o.o. | Payment solutions | Slovenia | Trg. Republike 3, 1000 Ljubljana, Slovenia | 100% | 100% | ||
| CVS Mobile d.o.o. (previously Napredna | Mobility solutions | Slovenia | Ulica Gradnikove brigade 11, 1000 Ljubljana, Slovenia | 100% | 100% | ||
| telematika d.o.o.) | |||||||
| CVS Mobile d.d. (merged with Napredna | Mobility solutions | Slovenia | Ulica Gradnikove brigade 11, 1000 Ljubljana, Slovenia | — | 100% | ||
| telematika d.o.o.) | |||||||
Infotrans d.o.o. | Mobility solutions | Slovenia | Ljubljanska cesta 24C, 4000 Kranj, Slovenia | 51% | 51% | ||
W.A.G. payment solutions Spain, S.L. | Payment solutions | Spain | Bulevar de Salburua 8, 14th Floor, 01002 Vitoria, Álava, Spain | 100% | 100% | ||
W.A.G. mobility solutions Iberia SL | Payment solutions | Spain | Bulevar de Salburua 8, 14th Floor, 01002 Vitoria, Álava, Spain | 100% | 100% | ||
Arraia-Oil, S.L. | Payment solutions | Spain | Bulevar de Salburua 8, 14th Floor, 01002 Vitoria, Álava, Spain | 100% | 100% | ||
Liserteco 24 Horas, SL | Mobility solutions | Spain | Bulevar de Salburua 8, 14th Floor, 01002 Vitoria, Álava, Spain | 100% | 100% | ||
TaxRefund Consulting SL | Mobility solutions | Spain | Marqués de Lema 11, Planta -1, 28003 Madrid, Spain | 100% | 100% | ||
W.A.G. payment solutions Sweden AB | Payment solutions | Sweden | Östermalmstorg 1, 114 42 Stockholm, Sweden | 100% | 100% | ||
W.A.G. payment solutions CH AG | Payment solutions | Switzerland | Flurstrasse 55, 8048 Zürich, Switzerland | 100% | 100% | ||
W.A.G. payment solutions NL B.V. | Payment solutions | The Netherlands | De Cuserstraat 93, 1081 CN Amsterdam, The Netherlands | 100% | 100% | ||
Threeforce B.V. | Mobility solutions | The Netherlands | Zeemansstraat 11, 3016 CN in Rotterdam, The Netherlands | 27.75% | 27.75% | ||
| WAG Transport Solutions Turkey Ulaşım Çözümleri | Payment solutions | Turkey | FSM Mah. Poligon Cad. No: 8B Buyaka2 Sitesi, Kule 2 Kat 6, Daire: 25, 34771 | 100% | 100% | ||
| Limited Şirketi | Tepeüstü- Ümraniye- İstanbul, Turkey | ||||||
| W.A.G. payment solutions, a.s. Merkezi CEK | Payment solutions | Turkey | FSM Mah. Poligon Cad. No: 8B Buyaka2 Sitesi, Kule 2 Kat 6, Daire: 25, 34771 | 100% | 100% | ||
| Cumhuriyeti Istanbul Merkez Sube Si | Tepeüstü- Ümraniye- İstanbul, Turkey | ||||||
W.A.G. payment solutions UK LIMITED ∞ | Payment solutions | United Kingdom | Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA, | 100% | 100% | ||
| United Kingdom | |||||||
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33. Related undertakings of the Group continued
| 2025 | 2024 | |
| €000 | €000 | |
Unutilised customer credit limits | 558,597 | 461,270 |
Bank guarantees | 194,888 | 173,470 |
Name of obligor | Transaction security |
W.A.G payment solutions plc | Agreement on pledge over the following assets: |
@ 100% shares in W.A.G. payment solutions, a.s. | |
@ Enterprise | |
@ Trademarks | |
@ 100% shares in W.A.G Issuing Services, a.s. | |
@ 100% shares in Princip a.s. | |
@ 100% shares in W.A.G. Payment Solutions Spain S.L.U. | |
@ 100% shares in W.AG. Payment Solutions Iberia S.L.U. | |
W.A.G. Issuing Services, a.s. | Agreement on pledge over enterprise and bank account |
| receivables | |
W.A.G. Mobility Solutions Iberia, S.L. | Agreement on pledge over 100% shares in ARRAIA OIL S.L.U. |
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Note
31 December
2025
€000
31 December
2024
€000
ASSETS
Non-current assets
Property, plant and equipment 86 171
Right-of-use assets 187 372
Investments in subsidiaries 4 172,245 192,704
Financial assets at amortised costs 5 — 75,696
Deferred tax assets 782 96
Other non-current assets 79 272
173,379 269,311
Current assets
Cash and cash equivalents 6 354 328
Financial assets at amortised costs 5 79,049 —
Trade and other receivables 7 3,455 7,470
82,858 7,798
Total assets 256,237 277,109
LIABILITIES
Current liabilities
Trade and other payables 8 3,136 5,461
Lease liabilities 193 193
Income tax liabilities 124 10
3,453 5,654
Non-current liabilities
Lease liabilities 129 182
129 182
Total liabilities 3,582 5,836
Net assets 252,655 271,273
SHAREHOLDERS’ EQUITY AND LIABILITIES
Share capital 9 8,148 8,120
Share premium 9 2,958 2,958
Merger reserve 9 42,035 42,035
Retained earnings 199,514 218,160
Total equity 252,655 271,273
As permitted by Section 408 of Companies Act 2006, a separate statement of comprehensive
income for W.A.G payment solutions plc has not been included in these financial statements.
Total comprehensive loss for the year amounted to €1,496 thousand (financial year ended
31 December 2024: €1,972 thousand).
The notes on pages 182 to 186 are an integral part of these financial statements.
The financial statements on pages 180 and 181 were approved by the Board of Directors
on 25 March 2026 and signed on its behalf by:
Oskar Zahn
Chief Financial Officer
Company No. 13544823
Company statement of financial position
As at 31 December
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Company statement of changes in equity
For the year ended 31 December 2025
Note
Share
capital
€000
Share
premium
€000
Merger
reserves
€000
Retained
earnings
€000
Total
equity
€000
At 1 January 2024 8,113 2,958 42,035 218,160 271,266
Loss for the period — — — (1,972) (1,972)
Total comprehensive expense — — — (1,972) (1,972)
Transactions with owners in their capacity as owners:
Share options exercised 3 7 — — — 7
Share-based payments — — — 1,972 1,972
At 31 December 2024 8,120 2,958 42,035 218,160 271,273
Loss for the period — — — (1,496) (1,496)
Total comprehensive expense — — — (1,496) (1,496)
Transactions with owners in their capacity as owners:
Share options exercised 3 28 — — — 28
Dividends paid — — — (24,260) (24,260)
Share-based payments — — — 7,110 7,110
At 31 December 2025 8,148 2,958 42,035 199,514 252,655
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Notes to the Company financial statements
1. Summary of significant accounting policies
The accounting policies used in preparing the Company financial statements are set out below. These
accounting policies have been consistently applied in all material respects to all periods presented.
(a) Investment in subsidiaries
Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.
The cost related to the subsidiaries’ employees service is treated as investment value in subsidiaries.
The awards represent capital contribution to the subsidiaries as no payment is expected for the
equity-settled share-based payment awarded to their employees.
Investments are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows that are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Investments that suffered an impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.
(b) Basis of preparation
The financial statements of the Company have been prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). The financial statements
have been prepared under the historical cost convention and in accordance with the Companies
Act 2006. The financial statements are presented in € and all values are rounded to the nearest
thousand (€000), except where otherwise indicated.
The Company’s fiscal year begins on 1 January and ends on 31 December.
The preparation of financial statements in conformity with FRS 101 requires the use of certain
critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Company’s accounting policies.
The following exemptions from the requirements of IFRS have been applied in the preparation
of these financial statements, in accordance with FRS 101:
@
Paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment (details of the number
and weighted average exercise prices of share options, and how the fair value of goods
or services received was determined);
@
IFRS 7 Financial Instruments: Disclosures;
@
Paragraphs 91 to 99 of IFRS 13 Fair Value Measurement (disclosure of valuation techniques
and inputs used for fair value measurement of assets and liabilities);
@
The following paragraphs of IAS 1 Presentation of Financial Statements:
@
10(d) (statement of cash flows);
@
16 (statement of compliance with all IFRS);
@
38A (requirement for minimum of two primary statements, including cash flow statements);
@
38B-D (additional comparative information);
@
111 (statement of cash flows information); and
@
134-136 (capital management disclosures);
@
IAS 7 Statement of Cash Flows;
@
Paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors (requirement for the disclosure of information when an entity has not applied a new
IFRS that has been issued but is not yet effective);
@
Paragraph 17 of IAS 24 Related Party Disclosures (key management compensation); and
@
The requirements in IAS 24 Related Party Disclosures, to disclose related party transactions
entered into between two or more members of a group.
Going concern
The financial statements have been prepared on a going concern basis. Detailed disclosure
on going concern is provided in Note 1(a) of the consolidated financial statements.
In assessing the Company’s ability to continue as a going concern, the Directors have
considered the Group’s going concern disclosures, noting that the Parent Company has the
ability to access the assets of its subsidiaries and to request distributions or other payments
as necessary to support the Company’s liquidity and operational needs.
(c) Share-based payments
The Company operates an equity-settled share-based compensation plan (“PSP”), under which
subsidiaries receive services from employees as consideration for equity instruments (options)
of the Company. The cost related to the subsidiaries’ employees service is treated as investment
value in subsidiaries. The awards represent capital contribution to the subsidiaries as no payment
(except nominal value of ordinary shares) is expected for the equity-settled share-based
payment awarded to their employees.
(d) Foreign currency transactions
The functional currency of the Company is €.
Transactions in foreign currencies are initially recorded by the Company at its functional currency
rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional currency spot rate of exchange valid at the
reporting date.
Differences arising on settlement or translation of monetary items are recognised in the profit or
loss account as finance income and expenses. Non-monetary items that are measured in terms
of historical cost in a foreign currency are translated using the exchange rates at the dates of
the initial transactions. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value is determined.
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1. Summary of significant accounting policies continued
(e) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity
and a financial liability or equity instrument of another entity.
(f) Trade and other receivables
Trade and other receivables are carried at original invoice amount less an allowance
for impairment of these receivables.
For intercompany loans repayable on demand, expected credit losses are based on the assumption
that repayment of the loan is demanded at the reporting date. The borrower situation is assessed
on whether it has sufficient accessible highly liquid assets in order to repay the loan if demanded
at the reporting date or, if the borrower could not repay the loan if demanded at the reporting
date, the Company considers expected manner of recovery to measure expected credit losses.
(g) Trade and other payables
Trade payables are recognised at their nominal value, which is deemed to be materially the same
as the fair value.
(h) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks.
(i) Dividends
Dividends are recognised as distributions to equity holders in the period in which
they are approved and the Company becomes obliged to make the payment.
In accordance with IAS 10 Events after the Reporting Period and the Companies Act 2006,
the Company recognises:
@
Final dividends as a liability when approved by shareholders at the Annual General Meeting
(“AGM”); and
@
Interim dividends as a liability when declared by the Board of Directors, as this is the point
at which the distribution becomes non-discretionary.
Dividends proposed or declared after the reporting date, but before the financial statements are
authorised for issue, are not recognised as a liability at the reporting date. Such dividends are
disclosed as subsequent events.
Dividend income from subsidiary undertakings is recognised in the Company’s statement
of profit or loss when the right to receive payment is established.
(j) Recent accounting developments
Application of new IFRS – standards and interpretations effective in the
reporting period
The Group has applied the following standards and amendments for the first time for their annual
reporting period commencing 1 January 2025:
Issued IFRS
Impact on
the Company
Effective date
(period
commencing)
Endorsed
by UK
Lack of Exchangeability – Amendments to IAS 21 n/a 1 January 2025 Yes
For further details, please refer to Note 1(w) of the consolidated financial statements of the Group.
These amendments did not have a significant impact on the Group’s financial statements.
Issued standards, amendments and interpretations not yet effective
Certain new accounting standards, amendments to accounting standards and interpretations
have been published that are not mandatory for 31 December 2025 reporting periods and have
not been early adopted by the Company. These standards, amendments or interpretations are
not expected to have a material impact on the entity in the current or future reporting periods
and on foreseeable future transactions.
Issued IFRS
Impact on
the Company
Effective date
(period commencing)
Endorsed
by UK
Amendments to the Classification and Measurement of
Financial Instruments (Amendments to IFRS 9 and IFRS 7)
Limited 1 January 2026 Yes
IFRS 18 Presentation and Disclosure in Financial
Statements
Limited 1 January 2027 Yes
Annual Improvements to IFRS Accounting Standards –
Volume 11
Limited 1 January 2026 Yes
Contracts Referencing Nature-dependent Electricity
– Amendments to IFRS 9 and IFRS 7
Limited 1 January 2026 Yes
For further details, please refer to Note 1(w) of the consolidated financial statements of the Group.
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Notes to the Company financial statements continued
2. Employee expenses
Employee expenses of the Company consist of the following:
2025
€000
2024
€000
Wages and salaries 5,002 5,007
Social security and health insurance 1,016 784
Share-based payments 2,705 539
Total employee expense 8,723 6,330
Information regarding directors is included in the Directors Remuneration Report on pages 93
to 112.
The monthly average number of employees by category, including directors during the period
was as follows:
2025 2024
General and administrative 11 10
Total average number of employees 11 10
3. Share-based payments
Certain Group employees have been granted options over the shares in the Company. Refer to
the accounting of the investment for details on the awards granted and the related accounting
(Note 1).
Share options outstanding at the end of the year are the same as per the consolidated financial
statements. Therefore, we refer to Note 14 to the consolidated financial statements.
4. Investments in subsidiaries
2025
€000
2024
€000
Opening value 192,704 191,270
Distribution of other equity funds (25,000) —
Share-based payments 4,541 1,434
As at 31 December 172,245 192,704
On 17 June 2025, the Group decided on a distribution of other equity funds originating from the
shareholder’s prior capital contribution to the subsidiary in the amount of €25,000 thousand to
the shareholder company.
The capital contribution relating to share-based payments relates to share-based payments
issued to employees of subsidiary undertakings in the Group. For full details of the Group’s
share-based payments, refer to Note 14 to the consolidated financial statements.
5. Financial assets at amortised costs
2025
€000
2024
€000
Intercompany loans 79,049 75,696
Total 79,049 75,696
As of 28 June 2023, the Company signed an amended intercompany loan agreement with an
interest rate of 5.23% p.a. and the borrower shall repay all or any part of the loan together with
accrued interest on a date to be determined by mutual agreement of both contractual parties,
but no later than 30 November 2026. The balance of the loan is therefore classified as a current
asset. The loan is unsecured.
6. Cash and cash equivalents
2025
€000
2024
€000
Cash at banks 354 328
Cash and cash equivalents 354 328
The fair value of cash and cash equivalents approximates their carrying value due to their
short-term maturities.
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7. Trade and other receivables
2025
€000
2024
€000
Intercompany receivables 2,086 6,033
Receivables from tax authorities 498 642
Advances granted 350 403
Prepaid expenses 521 392
Total 3,455 7,470
8. Trade and other payables
2025
€000
2024
€000
Trade payables 403 630
Accruals and deferred income 765 1,837
Employee related liabilities 1,563 1,488
Payables to tax authorities — 32
Other payables 199 —
Intercompany payables 206 1,474
Total 3,136 5,461
Trade payables are non-interest bearing and are normally settled on 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.
9. Equity
Shares authorised, issued and fully paid:
Ordinary shares
Number of shares
Share capital
€000
Share premium
€000
Merger reserve
€000
As at 1 January 2024 689,471,537 8,113 2,958 42,035
Share options exercised
1
590,306 7 — —
At 31 December 2024 690,061,843 8,120 2,958 42,035
Share options exercised
2
2,366,304 28 — —
At 31 December 2025 692,428,147 8,148 2,958 42,035
1 During 2024, several allotments of new ordinary shares of the Company occurred in relation to exercised option plans
– 560,240 shares on 17 April 2024, 7,722 shares on 1 November 2024, 11,839 shares on 1 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 increase
in share capital.
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, 58,884
shares on 7 September 2025, 56,251 shares on 7 October 2025 and 120,823 shares on 3 November 2025. The nominal
value of the shares was GBP 0.01 per share resulting in a €28 thousand share capital increase.
Merger reserve
The merger reserve includes a reserve arising from share-for-share exchange transaction
that qualified for merger relief under Section 612 of the Companies Act 2006. The difference
between investment in W.A.G. payment solutions, a.s. and share capital issued during Group
reorganisation was recognised as a merger reserve. The merger reserve is non-distributable.
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Notes to the Company financial statements continued
10. Contingent liabilities
Further information on contingent liabilities affecting the Company has been disclosed
in Note 34 of the consolidated financial statements of the Group.
11. Information included in the notes to consolidated financial
statements
The following notes to the consolidated financial statements contain information relevant to the
financial statements of the Company.
@
Note 7 – Key management personnel
@
Note 11 – Auditors’ remuneration
@
Note 14 – Share-based payments
@
Note 32 – Related parties
@
Note 33 – Subsidiaries
@
Note 35 – Subsequent events
12. Corporate information
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, on 3 August 2021. The ordinary shares
of the Company were admitted to the premium listing segment of the Official List of the UK
Financial Conduct Authority and have traded on the London Stock Exchange plc’s main market
for listed securities since 13 October 2021.
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Glossary
AGM – Annual General Meeting
CDP – Carbon Disclosure Project
CEE – Central and Eastern Europe
CFD – Climate-related Financial Disclosure
requirements
CGU – Cash Generating Unit
CNG – compressed natural gas
CRT – Commercial Road Transport
CSR – Corporate Social Responsibility
CSRD – Corporate Sustainability Reporting Directive
DCF – Discounted Cash Flow
DSO – Days Sales Outstanding
EBITDA – Earnings Before Interest, Taxes,
Depreciation, and Amortisation
EETS – European Electronic Toll Service
eNPS – Employee Net Promoter Score
EPS – Earnings Per Share
ERP – Enterprise Resource Planning
ESG – Environmental, Social and Governance
EVA – Enhanced Vehicle Assistant
EW – Eurowag
FCA – Financial Conduct Authority
FRC – Financial Reporting Council
GDP – Gross Domestic Product
GHG – Greenhouse Gas Emissions
HVO – hydrotreated vegetable oil
LNG – liquefied natural gas
NCI – Non-Controlling Interest
NPS – Net Promoter Score
OBU – On-Board Unit
OEM – Original Equipment Manufacturer
SLA – Service-Level Agreement
SME – Small and Medium-sized Enterprise
TCFD – Task Force on Climate-related
Financial Disclosures
Company information
Registered office
W.A.G payment solutions plc
Third Floor (East),
Albemarle House,
1 Albemarle Street,
London, W1S 4HA,
United Kingdom
Registered in England and Wales
No. 13544823
Registrar
Computershare Investor Services
plc
The Pavilions Bridgwater Road,
Bristol,
Avon,
BS13 8AE,
United Kingdom
Company secretary
Victoria Penrice FCG
investors.eurowag.com/contact
Internal auditor
KPMG Česká republika, s.r.o.
Pobřežní 648/1a,
186 00,
Praha 8 Česká republika
External auditor
PricewaterhouseCoopers LLP
One Chamberlain Square,
Birmingham,
B3 3AX,
United Kingdom
Joint corporate brokers
Peel Hunt LLP
100 Liverpool Street,
London,
EC2M 2AT,
United Kingdom
Investec Bank plc
30 Gresham Street,
London,
EC2V 7QP,
United Kingdom
Investor relations
investors@eurowag.com
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Notes
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EUROWAG Annual Report and Accounts 2025
W.A.G payment solution plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed on Arena Extra
White Smooth, an FSC
®
certified material. This document was printed
by L&S using its environmental print technology, which minimises the
impact of printing on the environment, with 99% of dry waste diverted
from landfill. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
Produced by Design Portfolio
www.design-portfolio.co.uk
CBP035399
W.A.G payment solutions plc
Third Floor (East),
Albemarle House,
1 Albemarle Street,
London, W1S 4HA
United Kingdom
Registered in England and Wales No. 13544823