Annual Financial Report 2024 (translated)
AUSTRIACARD HOLDINGS AG
ANNUAL FINANCIAL REPORT 2024
Annual Financial Report 2024 (translated)
Table of Contents
Consolidated Financial Statements AUSTRIACARD HOLDINGS AG
Group Management Report
6
Consolidated Financial statements
42
Notes to the Consolidated Financial Statements
48
Auditor’s Report
94
Declaration of the Management Board
101
Single Financial Statements AUSTRIACARD HOLDINGS AG
Financial Statements
102
Notes on the statement of financial position and income statement
108
Management Report
129
Auditor’s Report
154
Declaration of the Management Board
161
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Annual Financial Report 2024 (translated)
CONTENTS
AUSTRIACARD HOLDINGS AG CONSOLIDATED FINANCIAL STATEMENTS 2024..........................................................................5
Α) GROUP MANAGEMENT REPORT ..............................................................................................................................................6
B) CONSOLIDATED FINANCIAL STATEMENTS ...........................................................................................................................42
Consolidated statement of financial position................................................................................................................................................................ 42
Consolidated income statement ................................................................................................................................................................................. 43
Consolidated statement of comprehensive income ....................................................................................................................................................... 44
Consolidated statement of changes in equity............................................................................................................................................................... 45
Consolidated statement of cash flows ......................................................................................................................................................................... 47
C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................48
Basis of preparation ............................................................................................................................................................................................ 48
1.
Reporting Entity..................................................................................................................................................................................48
2.
Basis of accounting .............................................................................................................................................................................48
3.
Use of judgments and estimates...........................................................................................................................................................48
4.
IAS 29 Financial Reporting in hyperinflation economies...........................................................................................................................49
5.
Impact of macroeconomic conditions and climate risk on consolidated financial statements........................................................................49
6.
Cross-border merger and listing............................................................................................................................................................49
Performance of the year...................................................................................................................................................................................... 50
7.
Segment reporting ..............................................................................................................................................................................50
8.
Revenues ...........................................................................................................................................................................................54
9.
Income and expenses..........................................................................................................................................................................55
10.
Net Finance costs................................................................................................................................................................................57
11.
Earnings per share and number of shares..............................................................................................................................................57
Employee Benefits .............................................................................................................................................................................................. 58
12.
Employee benefits...............................................................................................................................................................................58
13.
Employee expenses.............................................................................................................................................................................61
14.
Income taxes......................................................................................................................................................................................62
Assets................................................................................................................................................................................................................ 63
15.
Property, plant and equipment and right of use assets............................................................................................................................63
16.
Intangible assets and goodwill..............................................................................................................................................................66
17.
Equity-accounted investees..................................................................................................................................................................69
18.
Inventory ...........................................................................................................................................................................................69
19.
Trade and other receivables .................................................................................................................................................................70
20.
Cash and cash equivalents ...................................................................................................................................................................70
Equity and Liabilities ........................................................................................................................................................................................... 71
21.
Capital and additional paid in capital .....................................................................................................................................................71
22.
Capital management............................................................................................................................................................................72
23.
Loans and Borrowings .........................................................................................................................................................................73
24.
Trade and other payables ....................................................................................................................................................................75
Financial instruments .......................................................................................................................................................................................... 76
25. Financial instruments – Fair values and risk management........................................................................................................................76
Other disclosures................................................................................................................................................................................................ 81
26.
List of Subsidiaries ..............................................................................................................................................................................81
27.
Acquisition of subsidiaries ....................................................................................................................................................................82
28.
Non-controlling interests (NCI) .............................................................................................................................................................84
29.
Average number of employees .............................................................................................................................................................84
30.
Related parties....................................................................................................................................................................................84
31.
Auditor’s fees......................................................................................................................................................................................85
32.
Subsequent events..............................................................................................................................................................................85
Accounting policies ............................................................................................................................................................................................. 86
33.
Changes in accounting policies .............................................................................................................................................................86
34.
Significant accounting policies ..............................................................................................................................................................86
35.
New Standards and Interpretations that have not been applied yet or have not been adopted by the European Union ..................................92
AUDITOR’S REPORT......................................................................................................................................................................94
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................101
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Annual Financial Report 2024 (translated)
AUSTRIACARD HOLDINGS AG SINGLE FINANCIAL STATEMENTS 2024 ...................................................................................102
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2024 ..............................................................................108
1. GENERAL ...........................................................................................................................................................................108
2. ACCOUNTING PRINCIPLES..................................................................................................................................................108
2.1.
General.......................................................................................................................................................................108
2.2.
Intangible assets.........................................................................................................................................................109
2.3.
Tangible assets...........................................................................................................................................................109
2.4.
Financial assets..........................................................................................................................................................110
2.5.
Receivables and other assets......................................................................................................................................111
2.6.
Current and deferred income tax .................................................................................................................................111
2.7.
Provisions..................................................................................................................................................................111
2.8.
Liabilities....................................................................................................................................................................111
2.9.
Foreign currency translation .......................................................................................................................................111
3. NOTES ON THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT..............................................................112
3.1.
Notes on the statement of financial position ................................................................................................................112
3.1.1.
Financial assets................................................................................................................................................................................... 112
3.1.2.
Receivables and other assets .............................................................................................................................................................. 113
3.1.3.
Deferred tax assets.............................................................................................................................................................................. 113
3.1.4.
Shareholder’s equity............................................................................................................................................................................ 114
3.1.5.
Provisions ........................................................................................................................................................................................... 117
3.1.6.
Liabilities............................................................................................................................................................................................. 117
3.1.7.
Derivative financial instruments........................................................................................................................................................... 118
3.2.
Notes to the income statement ....................................................................................................................................120
3.2.1.
Revenues ............................................................................................................................................................................................ 120
3.2.2.
Personnel expense and employees...................................................................................................................................................... 120
3.2.3.
Other operating expenses.................................................................................................................................................................... 120
3.2.4.
Expenses from financial assets ........................................................................................................................................................... 121
3.2.5.
Income tax........................................................................................................................................................................................... 121
4. OTHER DISCLOSURES ........................................................................................................................................................122
Officers of the Company .............................................................................................................................................122
4.1.
Management Participation Programs ...........................................................................................................................124
4.2.
Consolidated financial statements...............................................................................................................................126
4.3.
Significant events after the reporting date....................................................................................................................126
4.4.
Dividend distribution...................................................................................................................................................126
4.5.
MANAGEMENT REPORT 2024 ...................................................................................................................................................129
1. BUSINESS DEVELOPMENT AND FINANCIAL SITUATION......................................................................................................129
2. RESEARCH & DEVELOPMENT ............................................................................................................................................133
3. FUTURE DEVELOPMENT AND RISKS ..................................................................................................................................134
3.1 RISKS RELATING TO THE (MACRO-) ECONOMIC AND POLITICAL ENVIRONMENT................................................................135
3.2 RISKS RELATING TO THE GROUP’S INDUSTRY AND BUSINESS ..........................................................................................136
3.3 REGULATORY AND LEGAL RISKS.......................................................................................................................................141
3.4 FINANCIAL RISKS ...............................................................................................................................................................142
4. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS....................................................................145
5. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH
SECTION 242 A (1) UGB ............................................................................................................................................................147
6. PERSONNEL .........................................................................................................................................................................149
7. ENVIRONMENTAL MANAGEMENT .........................................................................................................................................150
AUDITOR’S REPORT .................................................................................................................................................................154
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................161
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Annual Financial Report 2024 (translated)
AUSTRIACARD HOLDINGS AG
Consolidated Financial Statements 2024
Annual Financial Report 2024 (translated)
Α) GROUP MANAGEMENT REPORT
1. GROUP PROFILE
ACAG Group at a glance
AUSTRIACARD HOLDINGS Group (also “AUSTRIACARD HOLDINGS” or “the Group”), founded in 1897 and
headquartered in Vienna with its parent company AUSTRIACARD HOLDINGS AG (also “the Company”), is a
technology company that draws upon 130 years of experience and innovation in the fields of authentication of
people, authentication of objects and information management, to provide customer experiences totally imbued in
transparency and security. The Group offers a complementary portfolio of products and services in ‚Identity &
Payment Solutions’ (payments, identification and personalization), ‚Digital Transformation Technologies’ and
‚Document Lifecycle Management’ for the financial, government and the general private sectors, through a
workforce of approximately 2,400 people internationally and is listed on the Athens and Vienna Stock Exchanges
(ACAG). It has presence in 17 countries, commercial activity in more than 50 countries, production facilities in 9
countries, and in 2024 it achieved revenues of € 392.3 million (2023: € 364.6 million).
Our Values
Building on our legacy and commitment to social responsibility, we envision a world where our secure, innovative
technologies meaningfully connect people, safeguard what they value, and empower communities to thrive. Our
mission is to empower our clients with innovative, secure solutions that create enduring value for people, partners,
and communities, guided by our commitment to sustainability.
The principles of AUSTRIACARD HOLDINGS are based on our commitment to a customer centric service. The
passion for innovation and well-served customers have been of outmost importance for the Lykos family being the
majority shareholder of the Company over four generations. The Group’s endurance has been tried and tested
through turbulent and significant times in recent European history. It is the partner of choice for 130 years, valued
for its high-quality products, impeccable services and ethos of integrity. From payments, identification and
document lifecycle management to digital transformation, trust, agility, collaboration and passion have been the
core values by which our customers have known us.
History
The Group's journey started in 1897 as a printing house under the name "Lykos". In 1982 Nikolaos Lykos, currently
Chairman of the Management board and the 4th generation of his family to lead the company, repositioned the
company from its core printing sector to the Information Management sector, renaming it in the process “INFORM
P. Lykos S.A.” Since then, the company has been constantly growing, gradually evolving into a thriving multinational
company with global reach and an international business footprint. A transformational milestone occurred in 2007,
when the Company acquired AUSTRIACARD GmbH, a subsidiary of the Central Bank of Austria which at that time
was supplying Austrian banks with payment cards and their operating system. This strategic move marks the
beginning of the Group's rapid expansion. Strong organic growth, combined with a sequence of recent acquisitions
in Europe and the USA enhanced the Group’s portfolio of service offerings while driving it to leading market positions
in many markets of South East, Central and Western Europe, Scandinavia, Türkiye, Middle East, Africa and USA.
In March 2023 through a cross-border merger between the Group's non-listed parent company, AUSTRIACARD
HOLDINGS AG, and its ATHEX listed Greek subsidiary INFORM P. Lykos S.A., the shares of the entire Group were
listed and are trading in the Vienna and the Athens Stock Exchanges.
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Annual Financial Report 2024 (translated)
2. GROUP SEGMENTS, STRATEGY AND SOLUTIONS
2.1.
Segments
In the past and including FY 2022, the Group had been reporting its business performance under two segments,
Digital Security which encompassed the certified production of smart cards and personalization services, along with
the associated services as well as the provision of our proprietary operating systems for payments and identification,
and Information Management, that encompassed document lifecycle management, security printing, and
increasingly digital transformation solutions using the latest technology (Machine Learning, Artificial Intelligence,
Data Analytics). Given the rapid geographic expansion of the Group, and the strong growth expectations for our
technology related services, during 2023 the Group was reorganized into three geographical clusters, Central,
Eastern Europe & DACH - Western Europe, Nordics & Americas - Türkiye, Middle East & Africa, in order to allow
for a single point of contact for the whole array of Group solutions within each geographic area. An Executive Vice
President reporting to the Group CEO is heading each of these clusters, and we expect that this structure will
enable the faster expansion in new markets, facilitate the cross-selling of the Group’s widening portfolio of products
and solutions, enabling also a holistic approach to customer service.
2.2.
Strategy
Our strategy for growth has two major pillars. The one pillar is geographic and market share expansion and the
other is products and services portfolio enhancement. Under geographic and market share expansion we focus in
geographical areas that have high potential for growth for our Group, such as the France, UK, Middle East and
Africa, while at the same time we are taking actions to enhance cross-selling and upselling in the Group established
markets, and to capitalize on our leadership in specific market segments, such as Challenger and Neo banks.
With respect to the products and services portfolio enhancement pillar, the drivers of growth will be payment and
banking solutions as a service, the provision of innovative Identity & Payment Solutions, such as biometric and
metal cards, and to a larger extent digital transformation technologies. Digital Transformation Technologies is an
area we put increased focus and we have already signed significant public sector digitalization contracts with
various state entities in Greece. These will be funded by EU’s RRF and will involve digitization through scanning
and data extraction using cutting edge technologies such as Machine Learning (ML), Artificial Intelligence (AI) etc.
At the same time we are continuously developing our digitization solutions for non-state entities (DOB, KYC/KYB,
Digital Wallets, Document understanding using AI, e-Archiving and e-Signature). For AUSTRIACARD, innovation
and ongoing development of solutions are key components of its strategy. Based on that, the Group has expanded
its capabilities into building Generative AI solutions and will continue to enhance its portfolio of solutions towards
this direction.
With selective acquisitions we aim to drive our solution offering enhancement and geographical footprint expansion.
We aim to leverage the long-standing relationships we have with financial institutions, utility companies, industrial
companies and public institutions, in order to provide a holistic approach and be an end-to-end applied technology
solutions provider to our clients.
2.3.
Solutions portfolio outline
The Group’s solutions portfolio and associated revenue can be broadly split into two categories, a legacy one that
includes the Document Lifecycle Management, which has a more industrial foundation, and the second category
which is technology related and is the sum of the Identity & Payment Solutions combined with Digital
Transformation Technologies. This split for 2024 was at approximately one third industrial revenues (€ 135 million)
and two thirds technology revenues (€ 250 million), with the technology part being the main driver of growth going
forward.
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Annual Financial Report 2024 (translated)
2.3.1. Document Lifecycle Management
Through the Document Lifecycle Management the Group offers to its clients security documents solutions with data
management functionality that can address: traceability of goods for government Tax revenue authorities, medicine
and prescription management, election services, examination papers for students etc. Additionally in the same
category products and services range from digital printing of statements, e-statements, to electronic document
management and workflows with qualified signature among others.
It should be noted that there are few remaining secure printing operations globally with the Group’s know-how
and reliability. This strengthens our reputation as a trusted partner for complex projects. For example, in 2022, the
Group successfully delivered the highly complex Kenyan election project, which included state-of-the-art security
printing of ballot papers and election catalogues, as well as IoT-based process monitoring. This achievement
demonstrates our position as the preferred partner for high-security election implementations in the Middle East
and Africa. In 2024, an additional public sector contract was awarded and implemented in the African region which
further underscores that we are partner of choice in that area.
This business field is covered by two production facilities located in Greece and in Romania catering to the regional
markets as well as exporting printing products and services internationally. In addition, with its fulfilment services,
either through third parties or owned entities such as Pink Post in Romania, the Group also covers the last mile to
the end-customer, providing vertically integrated end-to-end services to its customers.
In 2024 the business field of Document Lifecycle Management generated for the Group revenues amounting to
€ 135 million (2023: € 112 million).
2.3.2. Identity & Payment Solutions
Within the Identity & Payment Solutions, the Group’s entities and operations focus on providing end-to-end secure
data solutions and personalization services for financial institutions, governments, public sector entities,
transportation as well as industry & retail. Products and services of that category are based on highest security
standards (such as EMV certifications in payment smart cards) and range from dual interface payment cards,
government electronic identification cards, driving licenses, health cards, identity and authentication, to innovative
digital payment solutions, including biometric cards, environmentally friendly cards, metal cards and also special
features cards as the Group supports and embraces inclusiveness. Additional services offered include advisory
during the card design and certification process, flexible solutions for PIN distribution, project management
throughout the product life cycle and the development and customization of embedded smart card operating
systems.
The Group has developed its own proprietary chip operating systems (“ACOS” & “ACOS ID”) for both payment
cards and identity cards, which provide a significant differentiating factor by offering flexible functionalities to our
clients. These proprietary operating systems are continuously developed by our extensive R&D department to both
conform at all times to the highest security standards set by the related certification bodies, as well as offer a high
level of customization potential to better serve the specific needs of our clients.
The payment card’s solution pillar has extensive obligatory certification requirements, which form significant
barriers to new entrants in the market, on top of the requirement for trust, which is only built over long periods of
quality service. AUSTRIACARD HOLDINGS besides others is a certified producer of Visa, Mastercard (CQM) and
Diners Club International brands and operates under permanent supervision of external auditors appointed or
accredited by the PCI Security Standards Council (PCI SSC) and other institutions following strict standards for
digital and physical security.
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Payment cards, which constitute a major part of our Identity & Payment Solutions revenue, contrary to the common
view, are growing across the world. Alternative payment schemes, peer-to-peer payments, mobile payments, digital
wallets (mostly funded with payment cards), and payment cards have all been growing at the expense of cash
usage. Moreover, there is no visible technological invention in the payments area that can substitute the security,
convenience and wide acceptance of the secure chip (smart) payment card. Based on the filings of Visa and
Mastercard, the global leaders of payment card services, cards outstanding globally are growing constantly at a
rate of 4% over the last seven years, and are expected to continue at this rate according to industry reports. In
addition, AUSTRIACARD HOLDINGS is expanding in geographic areas that are still growing at robust rates and
where saturation is still far away, enabling it to record above market growth rates. AUSTRIACARD is the market
leader in Austria, Scandinavia, Central and Eastern Europe as well as South Eastern Europe, while the Group holds
also the market leading position in the provision of payment products to the Challenger/Neo Banks, hence
addressing a growing market segment with significant potential on world-wide scale.
Identity & Payment Solutions are served by our four production facilities located in Andorra, Austria, Romania and
UK and eight personalization centres located in the United Kingdom, Spain, Austria, Poland, Romania, Greece and
Türkiye, as well as in the USA. Sales offices in Norway, Czech Republic, Croatia, Serbia, Jordan, the UAE and a
network of partners and selling agencies around the world complement the Group’s distribution network.
The Identity & Payment Solutions segment generated revenues amounting to € 223 million in 2024 (2023:
€ 223 million) and estimates that it is among the top worldwide EMV-based smart card manufacturers.
2.3.3. Digital Transformation Technologies
Digital Transformation Technologies is the fastest growing segment of the Group, offering both the private and the
public sectors a series of technologically advanced solutions such as: Enterprise Content Management and Content
Understanding through AI, Document Digitization, Electronic Archiving and all types of Electronic Signatures, Big
Data and Advanced Analytics, Digital Onboarding and KYC, Enterprise Process Automation, in order to support
existing and new clients in their own Digital Transformation journey. The public sector Digitalization Projects funded
by EU’s RRF is another important driver of growth, as the company’s expertise in the area has already enabled it
to win several related tenders.
In addition, the Group has expanded its capabilities into building Generative AI solutions for automating labour-
intensive tasks under the strategic pillar “Digital Taskforce”, using its ground-breaking Agentic AI platform GaiaB™.
Based on the strategy of the Group to evolve into a provider of holistic applied technology solutions and serve as
one-stop-shop for the clients, the Card-as-a-Service (CaaS) and in Finance Sector the Banking-as-a-Service (BaaS)
solutions have been developed. These solutions combine the company’s expertise on Payments and Technology
areas and help the clients scale smarter and increase their revenues.
In 2024 the business field of Digital Transformation Technologies generated for the Group revenues amounting to
€ 27 million (2023: € 15 million).
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Annual Financial Report 2024 (translated)
3. GROUP BUSINESS PERFORMANCE
3.1.
Economic, market and industry environment
According to the Global Economic Prospects report issued by the World Bank in January 2025, global growth is
estimated to have stabilized at 2.7% in 2024 (2023: 2.7%). The global economic context has become modestly
more favorable since June 2024, following several years characterized by overlapping negative shocks. Inflation
appears to be moderating without a substantial slowdown in key economies, and monetary policy easing has now
become widespread. According to the same publication, in the Euro Area growth remained feeble in 2024 to an
estimated 0.7% owing to anemic consumption, business investment and industrial activity, with the latter partly
reflecting the dampening effects of high energy prices on export competitiveness and consumption. Over 2025-
2026, the Euro Area growth is projected to pick up to about 1.1% as the cyclical recovery firms. Nevertheless, this
is slightly weaker than previous forecasts, largely owing to sharp rises in policy and domestic political uncertainty,
particularly on some major economies. The Euro Area Outlook remains uncertain and is predicated on an
improvement in investment and trade growth – both of which have been notable areas of weakness in recent
years. After contracting last year, investment is expected to benefit from a further decline in interest rates.
Meanwhile, and assuming no major change in trade relations with the United States, trade growth is anticipated to
firm, as exports pick up alongside improving global manufacturing activity and imports are supported by
strengthening domestic demand. At the sectoral level, the Euro Area growth is expected to be supported by an
expansion in the services sector, underpinned by solid consumer spending as real incomes continue to recover
from the earlier erosion caused by high inflation.
The payment cards market is growing globally at an estimated 4% annually, with mag stripe and EMV cards being
replaced by dual interface contactless cards. While alternative payment schemes, peer-to-peer payments, mobile
payments & digital wallets (mostly funded with payment cards), have grown during the last years, this has
happened through the reduction of cash usage, as payment cards been expanding too in all markets. Going forward
we expect a stronger trend towards high-end products such as metal cards and biometric cards. Challenger Banks,
which are driving innovation in the financial sector are at the forefront of such developments, as they use upscale
payment cards as a marketing tool since it is the only touch point they have with the end users and a growth lever
towards their global expansion. At the same time the growth of payment products based on recycled materials in
order to cope with sustainability targets, create further opportunities.
The digital transformation technologies market is growing fast across the globe, as organizations of both the private
and the public sector seek ways to reduce physical locations of presence, staff costs, and increase the service level
and user experience. The need for solutions enabling for example the remote authentication and servicing of
customers, supporting efficient operations, enabling the organization, processing and analyzing the enormous
quantity of data created from operations, leads to very strong expansion of the sector.
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Annual Financial Report 2024 (translated)
3.2.
Significant events of the financial year
3.2.1.Business development
After year of double-digit growth in 2023, the Group continued in 2024 its strong organic growth path by achieving
growth of 9.7% in adjusted revenues, of 11.4% in adjusted EBITDA and of 16.6% in Profit of the year and thus
improving the adjusted EBITDA margin to 14.3% and the Profit margin to 5.1%. This organic business growth was
mainly driven by the
•
Continued implementation of the EU RRF subsidized public administration digitalization projects in Greece
which contributed to revenue growth of the Digital Transformation Technologies category to 70.6% or
€ +11.3m overall.
•
Implementation of a new holistic security documents solutions contract in the African market which
contributed € 18.7m in revenues resulting to a revenue growth of 20.3% in the Document Lifecycle
Management category.
•
Increased demand for premium metal payment cards, especially with Digital Challenger banks, which more
than tripled revenues in that category by adding € +20.8m in revenues. This helped to offset the effects
of our strategic decision to de-prioritize wholesale chip sales and focus on selling complete smart card
solutions which had a negative effect on revenues of € -19.9m overall. As a result, revenues in the Identity
and Payment category came in on par with 2023.
The Group continued the implementation of its strategy to expand its geographical presence, its products and
solutions portfolio and to further develop its business relationships with Challenger banks and traditional banks in
existing markets which is the backbone of the Group’s business success. Additionally, the Group further invested
in its technology team by adding in the Management team a Group Chief Technology Officer (CTO) role, adding
experienced specialists and reorganizing the R&D team into solution clusters aiming at boosting the degree of
competence in specific focus areas. This measure is aimed at improving the R&D expertise but also at improving
the go-to-market approach and at better supporting the regional sales teams and thus driving business growth. In
addition, the Group also proceeded in acquiring two companies to enhance it’s competence and solutions offering
in the fields of Data analytics & AI and qualified trust service provision to the portfolio of the Group (see section
2.3.3). The Group also strengthened its sales team in the MEA region by adding local sales professionals in order
to be able to address the business development needs with focus to the Identity and Payment as well as Document
Lifecycle categories in the MEA region.
During the COVID period, characterized by an unpredictable chip supply in both timing and quantity, the Group
secured agreements with its chip suppliers to ensure timely fulfilment of customer orders. By 2023, global chip
supply had stabilized, a trend that continued into 2024, leading to a further increase in chip stock and driving
overall inventories up by € 14.6 million (25.2%) in 2024. As a result, working capital as a percentage of revenue
rose from 16.6% in 2023 to 18.5% in 2024. To mitigate these impacts, the Group initiated renegotiations with
suppliers, resulting in the re-phasing and postponement of deliveries and, where possible, contract terminations.
The primary effects of these measures are expected to materialize in 2025 and 2026.
In December 2023 the Group signed a € 186.6 million financing agreement, comprising of a revolving credit facility,
term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led
by UniCredit. This refinancing extended the debt maturity profile, while significantly simplifying its structure,
enabling more flexibility to the Company to pursue its corporate strategy. In 2024, the Group continued its strategy
of centralizing and optimizing group finances by implementing group cash pools for its operations in Austria and
Romania and started the implementation for an additional cash pool for its operations of the WEST segment. This
measure aims at optimizing group-wide liquidity and reducing group interest costs.
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Annual Financial Report 2024 (translated)
3.2.2.Merger and acquisitions
In January 2024 the group acquired 100% of the shares in e-commerce monitoring GmbH (Austria). The acquired
company is a recognized certification and trust service provider in accordance with European and Austrian
regulations. Founded in 2002, e-commerce monitoring GmbH is an Austrian limited company and provides various
services in the IT sector with focus on electronic certificates and digital signatures.
Its two main operating segments include RKSV certificates (cash register safety) in Austria and Non RKSV
certificates, such as qualified signatures (Trust2GO), qualified timestamps and governmental signatures.
End of April 2024 the Group acquired all shares in LSTech Ltd. (UK) and its 100% subsidiary LSTech ESPANA S.L.
(Spain). LSTech is a UK based research and data analytics company with expertise in collecting, processing and
analyzing complex information, transforming it into clear, actionable insights that drive intelligent decision making.
This strategic move bolsters ACAG's commitment to providing cutting-edge solutions for their clients across the
globe. LSTech specializes in crafting innovative applications that empower large public and private organizations
to unlock the true potential of their data. Their expertise lies in collecting, processing, and analyzing complex
information, transforming it into clear, actionable insights that drive intelligent decision-making, and automate
labour intensive tasks. LSTech's focus on data analytics solutions within banking, telecommunications, and utilities
sectors, combined with their proficiency in Data Intelligence & Agentic AI, makes them a perfect fit for ACAG's
growth strategy. LSTech's strong track record extends beyond traditional commercial endeavors. Their active
participation in EU and publicly funded Research & Innovation programs positions them at the forefront of ground-
breaking technologies like generative AI, privacy-preserving data analysis, and large language models. This
forward-thinking approach aligns perfectly with ACAG's vision for the future.
3.3.
Business performance of AUSTRIACARD HOLDINGS Group
Group management monitors business development based on actual comparable performance excluding
accounting and valuation-driven effects resulting – among others – from IAS 29 Hyperinflation, share option plan
accounting, gains and losses from foreign exchange differences and fair value accounting. Following this approach,
•
Section 3.3.1 shows the Management (MGMT) Income Statement and provide relevant commentary
explaining the operating business as well as other non-operating effects (special items) and
•
Section 3.3.2 provides a reconciliation of the IFRS Income statement as presented in section 9 “Segment
reporting” of the notes to the consolidated financial statements with the Management Income Statement
(MGMT).
Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these
individual figures can therefore produce results that differ from the totals shown.
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Annual Financial Report 2024 (translated)
3.3.1.Business performance of AUSTRIACARD HOLDINGS Group as monitored by
Management
The following analysis is based on the business performance as monitored by Group management excluding effects
of IAS 29 Hyperinflation accounting and with a separate presentation of Special Items (e.g. Management
participation programs etc.) below adjusted Profit (Loss) before tax.
Business performance excl. hyperinflation
2024
2023
D '24-'23
D '24-'23 %
in € million
Revenues
385.3
351.3
34.1
9.7%
Costs of material & mailing
(204.2)
(192.5)
(11.6)
6.0%
Gross profit I
181.2
158.8
22.4
14.1%
Gross margin I
47.0%
45.2%
1.8%
Production costs
(87.4)
(72.0)
(15.4)
21.4%
Gross profit II
93.8
86.8
7.0
8.1%
Gross margin II
24.3%
24.7%
-0.4%
Other income
5.0
3.8
1.2
30.0%
Selling and distribution expenses
(23.3)
(23.3)
0.1
-0.3%
Administrative expenses
(27.7)
(25.2)
(2.6)
10.2%
Research and development expenses
(8.4)
(7.4)
(1.1)
14.8%
Other expenses
(2.2)
(1.6)
(0.6)
39.1%
+ Depreciation, amortization and impairment
17.8
16.1
1.6
10.2%
adjusted EBITDA
54.9
49.3
5.6
11.4%
adjusted EBITDA margin
14.2%
14.0%
0.2%
- Depreciation, amortization and impairment
(17.8)
(16.1)
(1.6)
10.2%
adjusted EBIT
37.1
33.2
4.0
12.0%
Financial income
0.6
0.3
0.3
120.6%
Financial expenses
(8.3)
(7.4)
(0.9)
12.6%
Result from associated companies
0.1
0.1
0.1
139.1%
Net finance costs
(7.5)
(7.0)
(0.5)
7.3%
adjusted Profit (Loss) before tax
29.6
26.1
3.5
13.2%
Special items
(3.3)
(4.9)
1.6
-32.8%
Profit (Loss) before tax
26.3
21.2
5.1
23.9%
Income tax expense
(6.5)
(4.2)
(2.3)
53.2%
Profit (Loss)
19.8
17.0
2.8
16.6%
Revenues by solution category
2024
2023
D '24-'23
D '24-'23 %
in € million
Identity Chip & Payment Solutions
222.7
222.8
(0.1)
-0.1%
Document Lifecycle Management
135.3
112.4
22.8
20.3%
Digital Transformation Technologies
27.4
16.1
11.3
70.6%
Total
385.3
351.3
34.1
9.7%
AUSTRIACARD HOLDINGS Group's Revenues reached € 385.3m increasing by € 34.1m or 9.7% compared to 2023.
This growth was largely driven by Digital Transformation Technologies and Document Lifecycle Management.
Digital Transformation Technologies increased by € 11.3m, or 70.6%, compared to the previous year. This is the
result of the Group's focus on this solution category. The main contributors are public sector digitalization projects
in Greece and the continued growth of this solution category in the private sector in both the Greek and Romanian
market which have been the initial focus markets. Document Lifecycle Management also contributed significantly
with an increase of € 22.8m, or 20.3%, mainly as a result of a new security documents solution contract in the
African region.
13
Annual Financial Report 2024 (translated)
Overall, the ‘Identity & Payment Solutions' category contributed revenues amounting to € 222.7m which is on par
with financial year 2023. If we exclude from the comparison period the impact of our strategic decision to de-
prioritise wholesale chip sales and to focus on the sale of complete smart card solutions, with a total effect of
€ -19.9m, the like-for-like organic growth of the Identity & Payment category amounts to € 19.8m or 9.9%. This
growth is supported by sales of payment and transportation cards and especially by sales of high-end premium
metal cards (€ +20.8m), which have a significantly higher price per card and are accompanied by additional
revenues from personalization and fulfilment services.
Revenues by Segments
2024
2023
D '24-'23
D '24-'23 %
in € million
Western Europe, Nordics, Americas
130.9
116.0
14.9
12.8%
Central Eastern Europe & DACH
224.9
224.6
0.3
0.1%
Türkiye / Middle East and Africa
72.1
53.7
18.4
34.4%
Eliminations & Corporate
(42.6)
(43.0)
0.4
-0.9%
Total
385.3
351.3
34.1
9.7%
From geographical segment view, revenue growth was strong in both MEA and WEST contributing respectively by
€ +18.4m and € +14.9m in additional revenues. While revenue growth in the Western Europe, Nordics, Americas
(WEST) segment is mainly related to Identity & Payment solutions category and in particular to the high demand
for premium metal payment cards, personalisation and fulfilment services, the growth in the Middle East and Africa
(MEA) segment was driven by a new security documents solution contract in the Africa region. Revenues in the
Central Eastern Europe & DACH (CEE) segment reached € 224.9m, at similar level with 2023 which was € 224.6m.
CEE generated significant growth of € +11.3m in the Digital Transformation Technologies category but was
negatively affected by lower order intake in the Identity & Payment Solutions category, especially related to
intersegment sales to supply the Turkish market, resulting in a reduction of € -9.9m revenues in 2024 while the
Document Lifecycle category in CEE increased by € 0.9m mainly supported by the printing business.
Gross profit I increased by € 22.4m (+14.1%) to € 181.2m, driven by revenue growth in Digital Transformation
Technologies (€ 11.3m) and Document Lifecycle Management (€ 22.8m). Gross margin I improved from 45.2% to
47.0%, mainly due to a higher share of service revenues without associated material costs as well due to a lower
level of material costs associated with the security document solution contract in MEA.
Gross Profit II grew by € 7.0m or +8.1% as a result of revenue and Gross profit I growth and reached € 93.8m.
Gross Margin II declined slightly by 0.4 percentage points to 24.3% as a result of Production costs increasing by
€ 15.4m or +21.1%. The increase in Production costs was mainly driven by the new security document solution
project in Africa adding approximately € 9,3m costs, the annualization impact related to the acquisition of the postal
courier business “Pink Post” in March 2023 contributing additional cost of € 2.8m versus 2023 as well as higher
costs related to the provision of digitalization services and inflation-related cost increases. Analyzed by category
the increase in Production costs is mainly related to higher personnel costs (€ +6.2m), Third party services
(€ +3.2m), Transportation expenses (€ +3.9m) and Depreciation & amortization expenses (€ +1.1m).
14
Annual Financial Report 2024 (translated)
Operating expenses (OPEX)
2024
2023
D '24-'23
D '24-'23 %
in € million
Production costs
(87.4)
(72.0)
(15.4)
21.4%
Selling and distribution expenses
(23.3)
(23.3)
0.1
-0.3%
Administrative expenses
(27.7)
(25.2)
(2.6)
10.2%
Research and development expenses
(8.4)
(7.4)
(1.1)
14.8%
+ Depreciation, amortization and impairment
17.8
16.1
1.6
10.2%
Total
(129.0)
(111.7)
(17.3)
15.5%
Operating expenses as a percentage of Sales
33.5%
31.8%
1.7%
Operating expenses (OPEX), excluding depreciation, amortization, and impairment, increased by € 17.3m (15.5%)
to € 129.0m, primarily driven by higher production expenses as described above. As a percentage of sales, OPEX
increased by 1.7 percentage points to 33.5% compared to 31.8% in 2023.
Selling and distribution expenses remained stable at € 23.3m. Administrative expenses increased by € 2.6m
(10.2%), primarily due to the expansion of the Group’s management team following its listing and reorganization
in H1 2023, contributing € 1.8m of the increase, and to M&A activity related increases of expenses. Research and
development (R&D) expenses increased by € 1.1m, reaching € 8.4m in 2024. This increase is related to the
investments in AI & Data Analytics by acquiring LS Tech (€ +0.3m), in our Banking-as-a-service offering (€ +1.0m)
and to strengthening of our R&D team overall. This increase in R&D expenses was partially compensated by the
completion of EU-funded research projects and the thus ensuing cost savings.
Other income increased by € 1.2m to € 5.0m in 2024 mainly due to an increase in income from capitalised personnel
cost concerning research and development (€ +0.7m) as well as R&D related subsidies (€ +0.3m). Other expenses
were increased by € 0.6m to € 2.2m in 2024 mainly due to higher impairment charges for trade receivables
(€ +0.3m) and the effect of the new minimum corporate income tax regulation in Romania resulting in additional
income tax charges of € + 0.3m that have to be reported within EBITDA as per IAS 12.
In 2024, adjusted EBITDA increased by € 5.6m or 11.4%, from € 49.3m to € 54.9m due to profitable revenue
growth as a result the adjusted EBITDA margin increased by 0.2 percentage points from 14.0% to 14.2% in 2024.
Adjusted EBIT increased by € 4.0m or 12.0% to € 37.1m as the EBITDA growth was partially compensated by the
€ 1.6m increase in depreciation and amortization related to investments in machinery and equipment supporting
business expansion (€ +1.1m), amortization of acquisition related intangible assets (€ + 0.4m) and impairment
charges for idle machinery (€ +0.2m).
Adjusted Profit before tax increased by € 3.5m or 13.2% reaching € 29.6m as the growth in EBIT was partially
offset by the increase in net finance costs. Net finance costs came in at € 7.5m increasing by € 0.5m mainly due
to the higher average outstanding financial debt resulting in higher interest expense of € +0.7m. In 2024, the
average interest costs for financial debt slightly decreased to 5.6% from 5.7% in 2023 despite the 3-month-Euribor
being on average approximately 25 basis points above its comparative level. These cost increases were partially
offset by higher interest income of € +0.3m being essentially related to our Turkish operations and a higher result
from associates of € 0.1m.
15
Annual Financial Report 2024 (translated)
Special items
included in
2024
2023
D '24-'23
D '24-'23 %
in € million
Management participation programs
EBITDA
(3.7)
(2.9)
(0.8)
26.0%
Foreign exchange gains
Profit before tax
0.2
0.1
0.1
203.1%
Foreign exchange losses
Profit before tax
(0.0)
(1.0)
1.0
-99.6%
Income from financial assets and
liabilities at fair value through profit or
Profit before tax
0.2
0.2
0.0
7.3%
loss
Expense from financial assets and
liabilities at fair value through profit or
Profit before tax
(0.1)
(1.3)
1.2
-95.6%
loss
Total
(3.3)
(4.9)
1.6
-32.8%
Special items costs decreased by € 1.6m or 32.8% mainly due to lower foreign exchange losses (€ -1.0m) and to
lower expenses related to the valuation of financial liabilities (€ -1.2m). These effects were partially compensated
by the normalization of expenses for management participation programs (SOPs) and the thus resulting increase
of € +0.8m. In 2023, SOP expenses had been reduced by € -2.4m as a result of a one-time provision release in
connection with the restructuring of the Group’s SOP.
In 2024, corporate income tax expenses increased by € 2.3m to € 6.6m, leading to a higher effective tax rate based
on adjusted Profit before tax (excluding the non-tax deductible SOP and valuation expenses) of 21.9% compared
to 16.2% in 2023. The main drivers thereof were the increase in taxable result in the UK and in Greece which is
taxed at 25% respectively 22% (€ +2.0m), a one-time update of deferred tax liabilities related to UK-related
intangible assets increasing tax expenses by € 0.4m and in parallel a (proportionate) reduction of taxable result in
Andorra (taxed at 10%) leading to a higher effective tax rate. Excluding the one-off effect from updating deferred
tax liabilities the effective tax rate based on adjusted Profit before tax would have been 20.7%.
Profit increased by € 2.8m or 16.6% from € 17.0m in 2023 to € 19.8m in 2024 as a result of the strong operating
performance and the resulting growth in adjusted Profit before tax. A reduction of the costs included in Special
items by € -1.6m was partially compensated by an increase in Income tax expenses by € +2.3m.
16
Annual Financial Report 2024 (translated)
3.3.2.Effect of IAS 29 Hyperinflation on business performance
As presented in the table below, the application of IAS 29 Hyperinflation with respect to our Türkiye-based
operations, hyperinflation accounting increased Revenues by € 6.9m reaching € 392.3m in 2024 compared to an
increase by € 13.3m reaching € 364.6m in 2023.
Hyperinflation accounting also increased Operating expenses (OPEX) by € 0.7m in 2024 compared to € 1.3m in
2023. Adjusted EBITDA, adjusted EBIT and adjusted Profit before tax in the IFRS Income statement increased
compared to the management Income statement by € 0.6m (2023: € 1.2m) while Profit decreased by € 0.6m
(2023: € 0.2m).
2024
2023
Impact of IAS 29
Hyperinflation
IAS29
IAS29
in € million
IFRS
Effect
MGMT
IFRS
Effect
MGMT
Revenues
392.3
6.9
385.3
364.6
13.3
351.3
Gross Profit I
182.5
1.3
181.2
161.3
2.5
158.8
Gross Profit II
94.6
0.7
93.9
88.3
1.5
86.8
OPEX
(129.7)
(0.7)
(129.0)
(113.0)
(1.3)
(111.7)
adjusted EBITDA
55.5
0.6
54.9
50.4
1.2
49.3
adjusted EBIT
37.7
0.6
37.1
34.3
1.2
33.2
adjusted Profit before tax
30.2
0.6
29.6
27.3
1.1
26.1
Profit before tax
25.9
(0.4)
26.3
21.0
(0.2)
21.2
Profit
19.2
(0.6)
19.8
16.8
(0.2)
17.0
17
Annual Financial Report 2024 (translated)
3.4.
Financial position
Consolidated statement of financial position
31/12/2024
31/12/2023
D '24-'23
D '24-'23 %
in € million
Non-current assets
165.2
156.8
8.5
5.4%
Current assets
166.4
164.9
1.5
0.9%
Total assets
331.6
321.7
9.9
3.1%
Total Equity
124.8
107.2
17.7
16.5%
Non-current liabilities
117.3
115.2
2.1
1.8%
Current Liabilities
89.5
99.3
(9.9)
-9.9%
Total Equity and Liabilities
331.6
321.7
9.9
3.1%
Total assets increased by € 9.9m from 31 December 2023 to € 331.6m on 31 December 2024 mainly as a result of
higher non-current assets (€ +8.5m) and higher Total Equity (€+ 17.7m) being partially compensated by lower
current liabilities (€ -9.9m).
The increase in non-current assets in particular related to € 4.0m additions to intangible assets from M&A activity
and an increase of € 4.3m in tangible assets, including additions of € 2.5m in right-of-use real estate lease assets.
The remaining increase results from deferred tax assets (€ +1.4m) while other long-term receivables which include
essentially hedging related swaps and other securities decreased by € -1.1m.
Non-current liabilities increased by € 2.1m from € 115.2m to € 117.3m in 2024 mostly as a result of higher other
long-term payables (€ +1.6m) related to contingent purchase price liabilities for an acquisition conducted in 2024
and negative fair values of interest rate derivatives for hedging purposes. Deferred tax liabilities increased by
€ +1.8m of which € 0.8m is M&A related. Loans and borrowings were decreased through repayments by € -1.5m
compared to 2023. In 2024 current liabilities decreased by € -9.9m, mainly due to lower prepayments received
from customers, presented as contract liabilities.
Total Equity increased by € 17.7m to € 124.8m mainly as a result of the Profit of the year amounting to € 19.8m,
the share-option expense of € 3.4m recognized in the relevant equity reserve being partially compensated by the
purchase of own shares (€ -2.1m) and dividends to shareholders and non-controlling interests of € -4.1m. The
Equity ratio thus improved from 33.3% on 31 December 2023 to 37.6% on 31 December 2024.
Net Working Capital
31/12/2024
31/12/2023
D '24-'23
D '24-'23 %
in € million
Inventories
72.8
58.2
14.6
25.2%
Contract assets
15.0
20.4
(5.4)
-26.7%
Current income tax assets
0.5
0.8
(0.3)
-33.8%
Trade receivables
45.3
44.7
0.6
1.4%
Other receivables
11.1
17.1
(6.0)
-35.2%
144.6
141.1
3.5
2.5%
Current income tax liabilities
(3.6)
(3.0)
(0.6)
21.8%
Trade payables
(43.8)
(43.6)
(0.2)
0.4%
Other payables
(17.0)
(18.3)
1.3
-7.3%
Contract liabilities
(7.2)
(17.4)
10.3
-58.8%
Deferred income
(1.8)
(0.5)
(1.3)
253.0%
(73.4)
(82.9)
9.5
-11.5%
Net Working Capital
71.3
58.2
13.0
22.4%
Net Working Capital increased by € 13.0m, or 22.4%, from € 58.2m on 31 December 2023, to € 71.3m on
31 December 2024. This increase mainly relates to the increase in inventories by € 14.6m which again is mostly
related to higher stocks of payment chips and to lower Contract liabilities for customer prepayments received
(€ +10.3m). These effects were partially compensated by lower Contract assets (€ -5.4m), mainly related to semi-
finished payment card orders, and lower other receivables (€ -6.0m) related to cash deposits on restricted accounts
in connection with the customer prepayments received by the end financial year 2023.
18
Annual Financial Report 2024 (translated)
As a percentage of revenues (12-months rolling), Net Working Capital increased from 16.6% to 18.5%. This KPI
aligns closely with industry benchmarks.
Statement of cash flows
2024
2023
D '24-'23
D '24-'23 %
in € million
Cash flows from operating activities
34.0
9.1
24.9
273.1%
Cash flows from investing activities
(15.0)
(11.8)
(3.2)
27.1%
Cash flows from financing activities
(21.1)
5.6
(26.7)
-477.0%
Net increase (decrease) in cash
(2.1)
2.9
(5.0)
-172.4%
and cash equivalents
Capital expenditure incl. ROU, excl. M&A (CAPEX)
(19.9)
(18.3)
(1.6)
8.9%
The Group’s Cash flow from operating activities increased by € 24.9m from € 9.1m in 2023 to € 34.0m in 2024 as
a result of the increase in operating results, a substantial reduction in the negative cash effect from net working
capital build-up by € +21.0m from € -35.3m in 2023 to € -14.3m in 2024 and lower corporate income tax payments
(€ + 1.3m).
The Cash flow from investing activities came in at a net outflow of € 15.0m related to M&A activity (€ 1.7m net of
cash received), to further development of our payment chip operating system ACOS, of our Banking-as-a-service
offering and of our digitalization solutions amounting to € 4.8m in total and to investments in tangible assets of
€ 9.5m for upgrading our machinery park and operational sites and especially with respect to our digital security
printing capabilities (€ 2.5m) in order to be able to implement new business opportunities in the African markets.
Cash flow from financing activities had a net outflow of € 21.1m compared to an inflow of € 5.6m in the same
period in 2023. This outflow primarily relates to interest payments of € 7.5m (2023: € 7.7m), € 4.1m (2003:
€ 0.9m dividend payments to shareholders and non-controlling interests, the implementation of the share-buy-
back program (€ 2.1m) and a net balance of loans and lease repayments (cash outflow) of € 7.5m compared to
net cash inflow from the increase in loans & borrowings of € 14.2m in 2023.
Net Debt
31/12/2024
31/12/2023
D '24-'23
D '24-'23 %
in € million
Cash and cash equivalents
(21.7)
(23.8)
2.1
-8.8%
Loans and borrowings
117.4
118.9
(1.5)
-1.3%
Net Debt
95.6
95.0
0.6
0.6%
Net Debt slightly increased by € 0.6m or 0.6% to € 95.6m as of 31 December 2024. Net Debt / Adjusted EBITDA
(rolling 12 months) improved from 1.9x in 2023 to 1.7x in 2024.
19
Annual Financial Report 2024 (translated)
3.5.
Financial performance indicators
Key performance indicators
2024
2023
D '24-'23
D '24-'23 %
in € million
Revenue
385.3
351.3
34.1
9.7%
Gross profit I
181.2
158.8
22.4
14.1%
Gross profit I margin
47.0%
45.2%
1.8%
n/a
Gross profit II
93.8
86.8
7.0
8.1%
Gross profit II margin
24.3%
24.7%
-0.4%
n/a
Total OPEX excluding depreciation
(129.0)
(111.7)
(17.3)
15.5%
Total OPEX excluding depreciation as % on sales
-33.5%
-31.8%
-1.7%
n/a
adjusted EBITDA
54.9
49.3
5.6
11.4%
adjusted EBITDA margin
14.2%
14.0%
0.2%
n/a
adjusted EBIT
37.1
33.2
4.0
12.0%
adjusted EBIT margin
9.6%
9.4%
0.2%
n/a
adjusted Profit before tax
29.6
26.1
3.5
13.2%
adjusted Profit before tax margin
7.7%
7.4%
0.2%
n/a
adjusted Profit after tax
23.1
21.9
1.2
5.5%
adjusted Profit after tax margin
6.0%
6.2%
-0.2%
n/a
Profit after Tax
19.8
17.0
2.8
16.6%
Profit after Tax margin
5.1%
4.8%
0.3%
n/a
Operating Cash Flow
34.0
9.1
24.9
273.1%
Operating Cash Flow as % on sales
8.8%
2.6%
6.2%
n/a
Net Equity / Total Assets
37.6%
33.3%
4.3%
n/a
Net Working Capital
71.3
58.2
13.0
22.4%
Net Working Capital as % on revenues
18.5%
16.6%
1.9%
n/a
Net Debt
95.6
95.0
0.6
0.6%
Net Debt / adjusted EBITDA
1.7
1.9
(0.2)
n/a
3.6.
Non-financial performance indicators
Non-financial performance indicators
2024
2023
D '24-'23
D '24-'23 %
Number of sold cards (in million)
147.8
134.8
13.0
9.6%
Average number of employees in Full-time equivalents
2,301
2,175
125
5.8%
Number of employees in Headcount as of 31 December
2,401
2,739
(338)
-12.3%
20
Annual Financial Report 2024 (translated)
3.7.
Report on segments
The following analysis is based on the business performance as monitored by Group management excluding effects
of IAS 29 Hyperinflation accounting.
3.7.1.Western Europe, Nordics, Americas
Business performance
2024
2023
D '24-'23
D '24-'23 %
in € million
Revenues
130.9
116.0
14.9
12.8%
Costs of material & mailing
(75.4)
(63.6)
(11.8)
18.5%
Gross profit I
55.5
52.3
3.1
5.9%
Gross margin I
42.4%
45.1%
-2.8%
Production costs
(22.5)
(21.6)
(0.9)
4.3%
Gross profit II
33.0
30.8
2.2
7.1%
Gross margin II
25.2%
26.5%
-1.4%
Other income
0.1
0.7
(0.6)
-87.3%
Selling and distribution expenses
(8.5)
(9.7)
1.3
-12.9%
Administrative expenses
(8.5)
(9.0)
0.5
-5.0%
Research and development expenses
(1.6)
(0.5)
(1.0)
200.5%
Other expenses
(0.3)
(0.1)
(0.2)
174.5%
+ Depreciation, amortization & impairment
6.4
5.7
0.6
11.4%
adjusted EBITDA
20.6
17.9
2.7
15.0%
adjusted EBITDA margin
15.7%
15.4%
0.3%
- Depreciation, amortization & impairment
(6.4)
(5.7)
(0.6)
11.4%
adjusted EBIT
14.2
12.2
2.0
16.7%
The segment Western Europe, Nordics and Americas (WEST) reported Revenues of € 130.9m, an increase of
€ 14.9m or 12.8% compared to the previous year. If we exclude from the comparative period the impact of our
strategic decision to de-prioritise wholesale chip sales and to focus on the sale of complete smart card solutions,
with a total effect of € 18.7m in this segment, the organic like-for-like growth of this solution category amounts to
€ 32.8m or 33.7%. This growth was primarily driven especially by the Challenger bank sector and product-wise by
sales of high-end metal cards (€ +21.0m), regular payment cards (€ +4.1m) and associated personalization and
fulfilment (€ +2.0m) as well as postal services (€ +4.5m).
Gross profit I increased with € 3.1m or 5.9% to € 55.5m due to increased revenues while Gross Margin I decreased
by 2.8 percentage points to 42.4%. The reduction in Gross margin I is a result of increased metal cards and postal
services sales with proportionally higher associated costs of material & mailing.
Gross profit II increased by € 2.2m or 7.1% from € 30.8 to € 33.0m due to higher Gross Profit I being only partially
compensated by the increase Production costs of € 0.9m or 4.3%. Gross margin II decreased by 1.4 percentage
points reaching 25.2% as implemented costs saving measures helped to partially compensate the reduced Gross
margin I.
21
Annual Financial Report 2024 (translated)
Operating expenses excl. D, A & I (OPEX)
2024
2023
D '24-'23
D '24-'23 %
in € million
Production costs
(22.5)
(21.6)
(0.9)
4.3%
Selling and distribution expenses
(8.5)
(9.7)
1.3
-12.9%
Administrative expenses
(8.5)
(9.0)
0.5
-5.0%
Research and development expenses
(1.6)
(0.5)
(1.0)
200.5%
+ Depreciation, amortization & impairment
6.4
5.7
0.6
11.4%
Total
(34.7)
(35.1)
0.4
-1.1%
Operating expenses as a percentage of revenues
26.5%
30.2%
-3.7%
OPEX came in at € 34.7m in 2024 decreasing by € 0.4m or 1.1% compared to 2023. Production increased by
€ 0.9m or 4.3% mainly due to an inflation related increase in personnel expenses (€ +0.7m). Sales and distribution
expenses decreased by € 1.3m or 12.9% due to lower transportations costs (€ -1.4m) mainly related to a
reclassification of certain expenses to Costs of Material & Mailing and thus decreasing Gross profit I and II in 2024.
Administrative expenses decreased by € 0.5m mainly as a result of savings in personnel costs (€ -0.5m). The
increase in research and development expenses is related to our development efforts in our digital payments
offering. As a percentage of revenues, OPEX decreased from 30.2% to 26.5% due to the increase in revenues.
Adjusted EBITDA reached € 20.6m in 2024, increasing by € 2.7m or 15.0% compared to 2023, while the adjusted
EBITDA margin reached 15.7%, slightly increasing by 0.3 percentage points as a result of the increased gross
profit with € 2.2m and cost control in the different functions. Adjusted EBIT amounted to € 14.2m, an increase of
€ 2.0m, or 16.7%, as a result of the good operating performance, which compensated the increase of € 0.6m in
depreciation and amortisation.
22
Annual Financial Report 2024 (translated)
3.7.2. Central Eastern Europe & DACH
Business performance
2024
2023
D '24-'23
D '24-'23 %
in € million
Revenues
224.9
224.6
0.3
0.1%
Costs of material & mailing
(123.7)
(127.4)
3.7
-2.9%
Gross profit I
101.2
97.1
4.1
4.2%
Gross margin I
45.0%
43.3%
1.7%
Production costs
(50.6)
(45.9)
(4.7)
10.3%
Gross profit II
50.6
51.2
(0.7)
-1.3%
Gross margin II
22.5%
22.8%
-0.3%
Other income
4.7
3.0
1.7
58.4%
Selling and distribution expenses
(12.4)
(12.2)
(0.2)
1.7%
Administrative expenses
(15.9)
(14.3)
(1.6)
11.1%
Research and development expenses
(6.5)
(6.1)
(0.4)
5.8%
Other expenses
(1.5)
(1.3)
(0.2)
14.2%
+ Depreciation, amortization and impairment
10.6
10.1
0.6
5.8%
adjusted EBITDA
29.6
30.3
(0.7)
-2.3%
adjusted EBITDA margin
13.2%
13.5%
-0.3%
- Depreciation, amortization and impairment
(10.6)
(10.1)
(0.6)
5.8%
adjusted EBIT
19.0
20.2
(1.3)
-6.4%
The Central Eastern Europe & DACH (CEE) segment reported revenues of € 224.9m in 2024, reflecting a slight
increase of € 0.3m or 0.1% compared to 2023. Growth in Digital Transformation Technologies, particularly in
Romania and Greece through public digitalization contracts and private sector increase in solutions provided,
contributed € +11.3m. This was offset by a € -12.0m decline in Identity & Payment Solutions related to by € 2.1m
lower intersegment sales, mainly due to lower chip sales (€ -1.5m). The most significant impact came from contract
assets accounted for based on the percentage-of-completion method: While 2023 revenues were positively affected
by a € 9.3m build-up of contract assets, 2024 revenues were negatively affected by a reduction of € 4.3m in
contract assets, resulting in a year-on-year contract assets related revenue deviation of € -13.6m. Document
Lifecycle Management reached € 97.6m in 2024 growing by € 0.9m compared to last year. While the Printing
category achieved a growth of € 1.2m, postal services slightly decreased by € 0.3m.
Gross profit I increased by € 4.1m, or 4.2%, to € 101.2m. Gross margin I improved by 1.7 percentage points, from
43.3% to 45.0%, driven by revenue growth in Digital Transformation Technologies and a higher proportion of
service-related revenues with no or lower associated material and postage costs.
Gross profit II decreased by € -0.7m, or -1.3%, from € 51.2m to € 50.6m, mainly as a result of the increase in
Production costs by 4.7m or 10.3%. The increase of Production cost is mainly due to the annualization effect of
the Pink Post acquisition in March 2023 with an effect of € +2.8m in 2024, to the implementation of digitalization
projects which led to an increase of € +1.6m with respect to personnel and third party expense as well to higher
depreciation and amortization (€ 1.1m). Gross margin II decreased by -0.3 percentage points and came in at
22.5%.
23
Annual Financial Report 2024 (translated)
Operating expenses excl. D, A & I (OPEX)
2024
2023
D '24-'23
D '24-'23 %
in € million
Production costs
(50.6)
(45.9)
(4.7)
10.3%
Selling and distribution expenses
(12.4)
(12.2)
(0.2)
1.7%
Administrative expenses
(15.9)
(14.3)
(1.6)
11.1%
Research and development expenses
(6.5)
(6.1)
(0.4)
5.8%
+ Depreciation, amortization and impairment
10.6
10.1
0.6
5.8%
Total
(74.8)
(68.5)
(6.3)
9.2%
Operating expenses as a percentage of revenues
33.3%
30.5%
2.8%
OPEX increased by € 6.3m or 9.2% to € 74.8m, mostly as a result of higher Production costs. Administrative
expenses, primarily related to a higher allocation of group management fees, increased by € 1.6m or 11.1%. While
Selling and distribution expenses only increased by € 0.2m or 1.7%, Research and development expenses increased
by € 0.4m or 5.8% mainly as a result of higher personnel and third party expenses (in total € +0.6m) reflecting
our continuous investment in R&D being partially compensated by lower depreciation & amortization charges
(€ -0.2m). As a percentage of revenues, operating expenses increased from 30.5% to 33.3% in 2024.
Other income in the CEE segment increased by € 1.7m or 58.4% compared to the previous year. This increase is
mainly due to higher capitalised personnel costs (€ +0.7m) related to R&D activity for developing our operating
systems and digitization capabilities, an increase in received R&D subsidies of € +0.5m and a release in allowanced
for doubtful receivables of € +0.3m.
Other expenses increased by € 0.2m compared to the previous year, mainly as a result of the effect of the new
minimum corporate income tax regulation in Romania resulting in additional income tax charges of € + 0.3m that
have to be reported within EBITDA as per IFRS.
Adjusted EBITDA came in at € 29.6 decreasing by € -0.7m or -2.3% mainly as a result of higher Administration
and Research & development expenses being partially offset by the increase in other income. The adjusted EBITDA
margin came in at 13.2% decreasing by -0.3 percentage points compared to 2023. Adjusted EBIT decreased by
€ -1.3m or -6.4% from € 20.2m in 2023 to € 19.0m in 2024 because of a lower EBITDA and an increase in
depreciation and amortization by € -0.6m or -5.8%.
24
Annual Financial Report 2024 (translated)
3.7.3.Türkiye / Middle East and Africa
Business performance
2024
2023
D '24-'23
D '24-'23 %
in € million
Revenues
72.1
53.7
18.4
34.4%
Costs of material & mailing
(45.0)
(42.0)
(3.0)
7.2%
Gross profit I
27.1
11.7
15.4
132.1%
Gross margin I
37.5%
21.7%
15.8%
Production costs
(14.2)
(4.6)
(9.6)
208.9%
Gross profit II
12.8
7.1
5.8
81.8%
Gross margin II
17.8%
13.1%
4.6%
Other income
0.1
0.0
0.1
n/a
Selling and distribution expenses
(2.4)
(1.4)
(1.0)
66.8%
Administrative expenses
(2.3)
(0.8)
(1.5)
195.2%
Research and development expenses
(0.3)
0.0
(0.3)
n/a
Other expenses
(0.4)
(0.2)
(0.2)
75.0%
+ Depreciation, amortization and impairment
0.8
0.3
0.4
124.8%
adjusted EBITDA
8.3
4.9
3.4
68.2%
adjusted EBITDA margin
11.5%
9.2%
2.3%
- Depreciation, amortization and impairment
(0.8)
(0.3)
(0.4)
124.8%
adjusted EBIT
7.6
4.6
3.0
64.0%
The Türkiye, Middle East, and Africa (MEA) segment recorded Revenues of € 72.1m, reflecting an increase of
€ 18.4m or 34.4% compared to the previous year 2023. This growth was primarily driven by a new security
documents solution contract in the African market, which contributed an additional € 18.7m in revenues, an
increase of € +0.9m of the African business in Identity & Payment Solutions, while revenues in the Turkish Identity
& Payment Solutions market had a slight decline of € -0.7m.
Gross profit I increased by € 15.4m or 132.1%, while Gross margin I improved by 15.8 percentage points, increasing
from 21.7% to 37.5%. This was driven by the different gross margin profile of security documents solution projects,
which have comparatively lower attributed costs for materials and mailing.
Gross profit II increased by € 5.8m, or 81.8%, from € 7.1m to € 12.8m and Gross margin II improved by 4.6
percentage points to 17.8% as the Gross profit I increase was partially reduced by higher Production costs of
€+9.6m or 208.9%, mainly associated with the implementation of the new security documents solution contract.
Analyzed per cost type Production costs mainly increased due to higher personnel and third party expenses
(€ +4.7m in total) and transportation expenses (€ +4.0m).
Operating expenses excl. D, A & I (OPEX)
2024
2023
D '24-'23
D '24-'23 %
in € million
Production costs
(14.2)
(4.6)
(9.6)
208.9%
Selling and distribution expenses
(2.4)
(1.4)
(1.0)
66.8%
Administrative expenses
(2.3)
(0.8)
(1.5)
195.2%
Research and development expenses
(0.3)
0.0
(0.3)
0.0%
+ Depreciation, amortization and impairment
0.8
0.3
0.4
124.8%
Total
(18.5)
(6.5)
(12.0)
184.7%
Operating expenses as a percentage of revenues
25.7%
12.1%
13.6%
25
Annual Financial Report 2024 (translated)
Operating expenses (OPEX) increased by € 12.0m or 184.7% reaching € 18.5m. This increase was mainly due to
higher Production costs (€ +9.6m) as described above. Selling, administrative and R&D expenses increased overall
by € 2.8m as a result of the business increase as well as in line with our strategic decision to focus on growing the
Group’s business in the MEA region, especially in the security printing and ID sector. As a percentage of revenues,
OPEX increased from 12.1% to 25.7% in 2024.
Adjusted EBITDA increased by € 3.4m or 68.2% to € 8.3m and the adjusted EBITDA margin came in at 11.5%
increasing by 2.3 percentage points both as a result of margin accretive business growth. Adjusted EBIT increased
by € 3.0m or 64.0% to € 7.6m essentially in parallel with adjusted EBITDA reduced by higher depreciation related
to the security printing contract.
26
Annual Financial Report 2024 (translated)
4. FUTURE DEVELOPMENT AND RISKS
4.1.
Future development
The Group’s strategy going forward is to enhance its position as a leading provider for payment solutions, as well
as digital transformation technologies. Based on the high expertise in its field and strong data security and software
development capabilities AUSTRIACARD HOLDINGS will leverage its diversified client base and longstanding
relationships in addressing their business need and be an enabler for their growth. In this context, the Group’s
main strategy pillar is increasing its market share and creating a more balanced product portfolio by implementing
actions such as:
A. Market penetration and market development through:
i. Expanding its geographical presence in markets where it is underrepresented or has not reached
maturity level. The focus markets/regions are UK and Middle East and Africa.
ii. Increasing the contribution of digital services and solutions in the markets of its current operation, by
making the Group’s combined product and solutions portfolio available initially to its existing clientele.
iii. Increasing its client base starting from the banking sector by serving the rapidly growing Challenger
Banks in existing and new markets, exploiting its track record and references on how to serve the needs
of this different client base.
B. Product portfolio development and diversification through:
i. Enhancing the Group’s product portfolio, which is serving the banking sector, focusing on solutions like
payment cards as a service and on end-to-end solutions for digital and neo-banks.
ii. Providing additional formats of payment cards addressing the client’s needs and recent technical trends
(like fingerprint cards, metal cards, eco-friendly cards, wearables).
iii. Continue investing in owned developed software for digitalization solutions using machine learning and
AI technologies. Also advancing in data analytics providing tools for trends understanding and
management decisions.
In the fast-moving market place the Group is operating in, it has decided to grow its presence and offering also by
means of “acquiring” from the market already established solutions that are usually at the early stage of
development and deployment. In this direction, the Group has already had some M&A activity in recent years that
have enabled it to enrich its product offering and geographical footprint.
Additionally, in order for AUSTRIACARD HOLDINGS to maintain and to further increase its competitiveness, it needs
to innovate constantly. Developing the right technology at the right time and having the necessary organizational
structures in place is crucial. We seek to follow and cautiously anticipate market developments through carefully
targeted investments. Maintaining and improving our R&D capabilities is mandatory for our future growth.
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Annual Financial Report 2024 (translated)
4.2.
Outlook
After the strong business growth in 2023 and 2024 and despite the continued weak outlook for the European
economy, we target further business growth for the business year 2025. The rationale behind this growth
expectation can be associated mainly with the following drivers: a) significant increase in the turnover from Digital
Transformation Technologies, especially with the implementation of the public digitalization projects in Greece and
b) growth in the MEA region by acquiring and implementing government and citizen identity solutions. These
growth drivers are expected to have a higher contribution in the second half of 2025.
4.3.
Risk Management, risks and uncertainties
By striving for sustained and profitable growth, AUSTRIACARD HOLDINGS is exposed to risks. We seek to limit our
exposure solely to unavoidable risks and closely monitor the effects of such exposure to limit the overall risk.
Therefore, risk management is a fundamental part of our planning process and the implementation of our strategy.
Risk policies, internal control and risk management were determined by management and are apparent in our
monthly reporting. Monthly results are closely analysed, adequate measures to manage risks are determined and
monitored in management meetings.
The Management Board is responsible for the Group’s risk management, defines the risk policy which is generally
characterized by a conservative approach and sets the framework for Group-wide risk management. The
Management Board has implemented a formalized risk process in order to ensure compliance with the Austrian
Corporate Governance Code. There is a focus on risk prevention and risk reduction which are, as far as economically
justifiable, achieved by appropriate control measures and complemented by the Group’s insurance program. Each
risk area that is considered to be significant is assigned to a risk area officer with relevant expertise who is
responsible for analysing, assessing, controlling, and monitoring the respective risks. Thus, the risk management
process does not take place in an isolated way, but as an integral part of the organization and its procedures. The
identified risks are evaluated in terms of potential damage and probability of occurrence before as well as after
taking safeguarding and steering measures.
For each risk that is identified and considered to be significant for the Group, specific control, steering and
safeguarding measures are determined, taking into account the Group-wide risk policy, in order to manage the
respective risk. These measures are continuously evaluated and developed or amended. They are oriented towards
improving the Group’s risk position, however without restricting possible opportunities.
If any of the risks outlined in the section below materialises, this could have an adverse effect on the business,
financial condition, and result of operations of the Group:
28
Annual Financial Report 2024 (translated)
4.3.1.Risks relating to the (macro-) economic and political environment
Risks related to uncertainty in the current economic context
Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in the current economic
context, mainly due to the heightened geopolitical tensions following Russia’s invasion of Ukraine and the conflict
in Gaza, which have exacerbated inflationary pressures, supply chain bottlenecks and volatility in commodity and
financial markets. While inflation has been reducing over the last 12 months, new uncertainties have emerged
regarding the further economic development as described in section 3.1, especially in the Euro area which is the
Group’s core market. The combined effect thereof may have an adverse effect on business and consumer
confidence and the global economy generally. An economic downturn may impact the Group’s customers, resulting
in their inability to pay amounts owed to the Group and may affect demand for the Group’s goods and services.
Additionally, the sourcing and cost of raw materials may be negatively affected.
Inflationary pressures
The Group’s business and operations may be affected by a renewed inflation surge or constantly higher inflation
in the countries in which we operate compared to the countries to which we export. Inflation is expected to put
upward pressure on the Group’s expenses, particularly wages, operating expenses and material costs which may
not or only partially be passed on to the Group’s customers.
4.3.2.Risks relating to the Group’s industry and business
Evolving market trends and changing technologies
The market for electronic payment systems is characterized among others by: rapid technological advancements,
frequent product introductions and enhancements, local certification requirements and product customizations,
evolving industry and government performance and security standards and regulatory requirements, introductions
of competitive products and alternative payment solutions, such as mobile payments and processing, at the POS
(point of service) and rapidly changing customer and end user preferences or requirements. Because of these
factors, the Group must continually enhance its existing solutions and develop and market new solutions and it
must anticipate and respond timely to these industry, customer and regulatory changes in order to remain
competitive.
Additionally, while the Group expects innovative solutions developed to address the ongoing digital transformation
to comprise an important and increasing component of the Group’s services portfolio going forward, the Group
faces the risk that some industries may not continue to aggressively pursue their “digital reinvention”. The fact that
the Group has a wide industry reach and does not depend on one industry only gives the ability to mitigate any
turbulence or slower digital transformation progress.
Sales and competition
The markets for the Group’s solutions and services are highly competitive and rapidly evolving, and it has been
and expects to continue to be subject to significant competition from existing and new competitors and a variety
of technologies. Traditionally, the Group has competed with other large manufacturers which are considerably
larger, have more resources, are more established and benefit from greater name recognition. In certain areas,
the Group also competes with smaller companies that have been able to develop strong local or regional customer
bases. In addition, some of these competitors may use aggressive pricing policies which may result in the Group
facing significant downward pressures on prices in certain countries and regions.
29
Annual Financial Report 2024 (translated)
The electronic payment industry is facing recent competition emerging from non-traditional competitors, such as
Apple, PayPal and Google, which offer alternative payment methods that generally bypass the traditional card-
based interchange-based payment processing systems on which much of the industry’s current business model is
largely based. Moreover, these non-traditional competitors have considerable financial resources and strong
networks and are highly regarded by consumers. However, EMV cards are the pre-eminent mean of payment and
is a reliable back up to new means of payment such as electronic wallets. On the other hand, there is still a big
migration to happen from cash payment to credit/debit cards which will ensure the growth projected. Additionally,
Challenger Banks where the Group has a big market penetration, as well as traditional banks issue cards as a
marketing tool and to have a physical connection with their customers since the number of physical branches is
reducing.
To mitigate that risk, the Group aims at effectively competing with existing competitors and new market entrants
by developing and offering, in a timely manner, an attractive solutions portfolio with technological features its
customers desire.
Procurement
The Group utilizes, as customary in this industry, a limited number of suppliers and service providers to supply
certain of the key components of the cards, the print products and other components, used in the development
and operation of the Group’s services and products. In particular, the Group collaborates with specific suppliers for
the supply of materials based on long-term partnerships which are mainly governed by framework contracts with
an indefinite duration or a definite duration of up to three years based on which materials and services are ordered
according to operational requirements.
The Group relies upon these suppliers to produce and deliver products and materials on a timely basis and at an
acceptable cost. Business interruptions could affect the ability of these suppliers to produce and deliver the ordered
products and services on time. If these suppliers and service providers were unable to continue providing their
services, the Group could encounter difficulty finding alternative suppliers. Nevertheless, for most of the critical
components used in production we have qualified alternative supplier to mitigate this risk.
Supply chain management
If the Group inaccurately forecasts demand for its products, it could end up with either excess or insufficient
inventory to satisfy demand. This problem is exacerbated because the Group generally receives a volume of
customer orders on short notice which leaves the Group little time to adjust inventory mix to match demand. During
the transition from an existing product to a new replacement product, the Group must accurately predict the
demand for the existing and the new product. Furthermore, introducing new products into the Group’s current
markets or existing products into new markets involves the uncertainty of whether the market shall adopt the
Group’s product in the volumes and time frames that it anticipates or at all. Not properly managed inventory levels
could lead to increased expenses associated with writing off excessive or obsolete inventory, maintaining significant
inventory of components and thus increasing net working capital and indirectly financing costs and decreasing
liquidity, additional shipping costs to meet immediate demand and a corresponding decline in gross margins or lost
sales. As such forward looking rolling forecast is being implemented from the Group in order to manage in the best
possible way the demand coming from its client base.
30
Annual Financial Report 2024 (translated)
Business interruption
The Group depends on the efficient and uninterrupted operation of numerous systems, including its computer
systems, software, servers and data centers. The services the Group delivers are designed to securely and reliably
process very complex and sensitive digital data volumes and to manage and distribute these data at very high
volumes and processing speeds. Any failure to deliver an effective and secure service or performance issues that
result in significant processing or reporting errors or service outages could have an adverse effect on a potentially
large number of users, the Group’s business, and, ultimately, its reputation. Events that could cause system
interruptions include, but are not limited to, fire, natural disasters, telecommunications failure, computer viruses,
unauthorized entry, terrorist acts and war. To mitigate such risks, the Group is developing and implementing plans
for disaster recovery, back-up sites and protective measures against natural disasters and other potential causes
for business interruption.
Information security and Data breach
The Group operates in an industry that makes it a target of cyber and other attacks, including hacking attacks, on
its systems as well as on its payment solutions. The Group’s business involves the collection, transmission, storage
and use of proprietary data or personally-identifying information of its customers, business partners and employees,
as well as, in certain cases, end-users of its products or services, including names and addresses, cardholder data,
and payment history records, among other data and information. The confidentiality and integrity of the client and
consumer information on the Group’s servers and other information systems is critical to the operation of its
business. As a result, the Group is exposed to risks of third-party security breaches, including hacking attacks,
employee error, malfeasance, or other irregularities or compromises of its systems which could result in the loss
or misappropriation of sensitive data, corruption of business data or other disruption to the Group’s operations.
The Group has devoted significant resources to security measures, processes and technologies to protect and
secure its networks and systems, but they cannot provide absolute security, especially in light of rapid advances in
computer capabilities and cryptography. Key measures to mitigate these risks are among others data privacy and
data protection measures, data leakage prevention controls and the implementation of cyber security measures
including vulnerability and penetration testing.
Compliance with industry and government regulations and standards
The Group’s products and services must meet industry standards such as the Payment Card Industry standards
(PCI for Card Production and Provisioning - PCI CP&P) as well as those imposed by payment transactions standards
setting organizations such as EMV and other associations and standard setting organizations (such as ISO). The
Group’s operational sites are certified according to the above mentioned standards.
The Group is a certified producer of Visa, Mastercard (CQM) and Diners Club International brands and operates
under permanent supervision of external auditors appointed or accredited by the PCI Security Standards Council
(PCI SSC) and other institutions following strict standards for digital and physical security. The Company has
effective specific security policies and procedures which are audited on an annual basis with respect to physical
and logical security by PCI Card Production Security Assessors (CPSA), card schemes and relevant ISO Standards’
accreditation bodies. All previous audit procedures have been successfully concluded without any impact on the
relevant certifications.
31
Annual Financial Report 2024 (translated)
4.3.3.Regulatory and legal risks
Privacy and protection of personal data
In conducting its activities, the Group regularly acts as processor of personal data. Therefore, the Group is subject
to data privacy and protection laws and regulations of various jurisdictions that apply to the collection, transmission,
storage and use of proprietary information and personally-identifying information. As data processors, the Group
companies are most often subject to more obligations in terms of data protection than a data controller, in light of
the fact that these obligations are of two categories, respectively those provided by law as mentioned above and
those arising from the contractual relationships concluded with data controllers who have the freedom to send
specific instructions to the processor regarding data protection. The regulatory environment surrounding
information security and data privacy varies from jurisdiction to jurisdiction and is constantly evolving and
increasingly demanding.
The Group’s failure to keep apprised of and comply with privacy, data use and security laws, standards and
regulations could result in the suspension or revocation of licenses or registrations, the limitation, suspension or
termination of services and the imposition of administrative, civil or criminal penalties including fines, or may cause
existing or potential customers to be reluctant to conduct business with the Group, damage to the Group’s
reputation and its brand, any of which could have an adverse effect on the Group’s business, results of operations
and financial condition. To mitigate this risk the Group has implemented relevant data privacy and data protection
measures.
Compliance with laws and regulations
Compliance risks arising from possible non-conformity with standards, laws, ethical codes of conduct, and, where
applicable, voluntary commitments, such as the code of conduct, are managed especially by means of preventive
measures such as regular systematic compliance monitoring, the four-eyes principle as well as Group-wide
guidelines and trainings. The aim is to ensure strict adherence to compliance requirements.
32
Annual Financial Report 2024 (translated)
4.3.4.Financial risks
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases and borrowings are denominated and the respective functional currencies of Group companies. The
functional currencies of Group companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA).
The currencies in which the Group’s transactions are denominated are mainly Euro and RON and to a lesser extent
GBP (British Pound), USD (US Dollar), TRY (Türkiye), PLN (Poland) and others.
Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries
in Romania, Turkey, Poland, UK and USA from functional (local) to presentation currency (Euro) and its
incorporation in the Group’s financial statements.
Management continuously monitors the development of relevant foreign exchange rates for current or upcoming
transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers
and receiving invoices from suppliers in the functional currency of the respective group component. As most costs
of the Group accrue in Euro the Group also aims at fixing Euro sales prices for deliveries invoiced local currency.
Where deemed useful, the Group uses foreign currency derivatives to hedge future transactions, trade receivables
and liabilities.
Interest rate risk
The Group is essentially financed using borrowings and loans with variable interest rates which are mostly linked
to the Euribor. If the Group would not use derivatives for hedging, interest charges would – given the same level
of net debt – increase if the Euribor increases. Management continuously monitors the development of net debt
and interest rates.
In order to reduce the Group’s interest rate risk or long-term loans, interest rate swaps and collars have been
concluded to change the variable interest to a fixed interest rates respectively to reduce the variability of interest
costs in case of interest rate collars.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-
worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are
banks and utility companies with sound credit ratings which reduces the Group’s overall credit risk. In order to
further decrease credit risk, the Group uses non-recourse factoring for certain customers.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation.
The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term
financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and
based on annual forecasts. Net cash requirements are compared to available borrowing limits, to identify surpluses
or deficiencies in liquidity.
33
Annual Financial Report 2024 (translated)
Stock obsolescence
Stock obsolescence risk refers to the potential financial loss arising from inventory becoming outdated, unsellable,
or significantly devalued due to changes in market demand, technological advancements, or product lifecycle
expiration.
In order to mitigate the stock obsolescence risk, the Group is implementing a forward-looking rolling forecast in
order to align in the best possible way the demand coming from its client base with material purchases and existing
stock levels. Further, the Group is monitoring chip expiration dates and their match with expected production needs
emphasising the use of chips with shorter expiration dates, aims at negotiating terms with suppliers allowing for
postponing the delivery of orders and for exchanges of orders to new technology and regularly reviews stock levels
and stock movements to identify articles subject to obsolescence risk.
34
Annual Financial Report 2024 (translated)
5. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS
The Management Board is responsible for establishing and structuring an appropriate internal control and risk
management system with regard to the accounting process, financial reporting and the preparation of the
consolidated financial statements. This ensures the completeness, reliability and traceability of financial
information. In addition, the appropriateness and efficiency of the processes and compliance with legal, contractual
and internal regulations are ensured.
The organizational and operational structure defines clear and unambiguous responsibilities for the individual
companies and the Group. The central functional areas "Group Reporting" and "Group Controlling" are responsible
for drawing up uniform, state-of-the-art Group guidelines and for organizing and monitoring financial reporting
within the Group.
The basis of the processes for Group accounting and reporting is an accounting manual, which is regularly updated
and is based on the International Financial Reporting Standards (IFRS). Group guidelines, work instructions and
process descriptions form another important basis of the internal control system (ICS). Key elements of the ICS
include regular compliance with the principle of dual control, the upright separation of functions and defined control
steps for monitoring and auditing the effectiveness and efficiency of operating activities, the reliability of financial
reporting and compliance with the relevant legal requirements for the company. AUSTRIACARD HOLDINGS acts in
accordance with international standards and best practices.
Business transactions are recorded using different software solutions. The individual companies deliver monthly
reporting packages to Group headquarters containing all relevant accounting data for the statement of
comprehensive income, balance sheet and cash flow statement. This data is entered into the central consolidation
system IDL KONSIS on a monthly basis. The financial information is reviewed at Group level and forms the basis
for ongoing management reporting as well as for the annual financial report and the half-year interim report in
accordance with IAS 34.
Defined consolidated Group reports consisting of the income statement, balance sheet, equity reconciliation and
cash flow statement are prepared on a monthly basis and submitted to the Executive Board and the extended
Group management. These reports include a comparison with the budget and the previous year. The Management
Board informs the Supervisory Board on a quarterly basis about economic developments in the form of
presentations consisting of the consolidated financial statements, segment reporting, earnings performance with
budget and previous year comparisons, forecasts and selected key figures.
Internal Audit has been set up as a staff unit of the Management Board, with the Group CFO being technically
responsible. The annual audit plan is approved by the Audit Committee of the Supervisory Board based on the
proposal of Internal Audit and of the Management Board. Internal Audit reports in writing on the results of the
audits to the Management Board and the Audit Committee of the Supervisory Board on a quarterly basis.
35
Annual Financial Report 2024 (translated)
6. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED
AGREEMENTS IN ACCORDANCE WITH SECTION 243 A (1) UGB
Composition of capital, stock categories
Please refer to note 21.A (Share capital and additional paid in capital).
Restrictions concerning the voting rights and the transfer of shares
There were no restrictions on voting rights or the transfer of shares as at the reporting date.
Direct or indirect participation in capital of at least 10 %
As at December 31, 2024, according to the information disclosed to the company, the following persons held
interests of at least 10 percent in the company's capital:
Mr. Nikolaos Lykos, Chairman of the Company's Management Board
Owners of shares with special control rights and a description of these rights
There are no shares with special control rights.
Type of voting rights control for capital participation by employees, if they do not directly exercise the right to
vote
There is no voting rights control for capital participation by employees.
Provisions for appointment and revocation of members of the Management Board and the Supervisory Board and
regarding alteration of the Articles of Association of the Company that do not arise directly from the Act
There are no provisions of this type.
Authorization of the members of the Management Board that does not arise directly from the Act, in particular
with regard to the option of issuing or repurchasing shares
Please refer to note 21.A (Share capital and additional paid in capital).
All significant agreements to which the Company is a party and that take effect are modified or terminated in the
event of a change of control of the Company as a result of a takeover offer as well as its effects; agreements
which would significantly damage the Company if made public are excepted, unless the Company is obligated to
make such information public as a result of other statutory provisions
There is a standard market "change of control" clause, which may lead to the termination of the agreement
regarding the company's syndicated financing facility totaling € 186.6 million.
Existence and significant content of compensation agreements between the Company and the members of its
Management and Supervisory Boards or employees in the event of a public takeover offer
There are no agreements of this type.
36
Annual Financial Report 2024 (translated)
7. CONSOLIDATED NON-FINANCIAL STATEMENT IN ACCORDANCE WITH SECTION 267 A UGB
The option was chosen to meet the obligations pursuant to section 267a UGB by preparing a separate consolidated
non-financial report.
37
Annual Financial Report 2024 (translated)
8. PERSONNEL
The expertise and dedication of our employees across all segments continue to be a driving force behind the
success of AUSTRIACARD HOLDINGS. Despite ongoing global economic uncertainties and evolving market
challenges, we have achieved solid operational growth thanks to the commitment and resilience of our people.
The past years have reinforced the importance of health and well-being, which remain a top priority for us. As a
Group, we are dedicated to fostering a healthy work environment by implementing initiatives that support both
physical and mental well-being. Our commitment extends beyond the pandemic, ensuring our employees thrive in
a balanced and supportive workplace.
Our employees’ expertise, innovative mindset, and motivation are essential for the continued international growth
and success of AUSTRIACARD HOLDINGS Group. To strengthen team collaboration and professional development,
we continue to invest in initiatives such as the AUSTRIACARD Academy, which focuses on continuous learning and
internal cooperation.
To ensure alignment with the Group’s strategic objectives, a part of the annual remuneration for management
positions remains performance-based. This variable component is linked to the achievement of key Group targets,
including revenue, adjusted EBITDA, and adjusted profit before tax, as well as individual goals tailored to each
role’s responsibilities.
Overall, the Group's headcount decreased from 2,739 at 31 December 2023 to 2,401 at 31 December 2024, mainly
due to the reduction of the Pink Post postal and courier services (-314) as a result of the optimization of the delivery
network in Romania.
Number of employees
31/12/2024
31/12/2023
D '24-'23
D '24-'23 %
Western Europe, UK, Nordics, Americas
516
534
(18)
-3.4%
Central Eastern Europe & DACH
1,778
2,082
(304)
-14.6%
Türkiye / Middle East and Africa
91
102
(11)
-10.8%
Corporate
16
21
(5)
-23.8%
Total
2,401
2,739
(338)
-12.3%
The average number of employees counted as full-time-equivalents was increased by 125 FTE from 2,175 FTE in
2023 to 2,301 FTE in 2024.
38
Annual Financial Report 2024 (translated)
9. ENVIRONMENTAL MANAGEMENT
AUSTRIACARD HOLDINGS (ACAG) has recently updated its Vision and Mission, reinforcing its commitment to
sustainability.
Vision: Building on our legacy and dedication to social responsibility, we envision a world where our secure,
innovative technologies foster meaningful connections, protect what matters, and empower communities to thrive.
Mission: Our mission is to empower clients with innovative, secure solutions that generate lasting value for
individuals, partners, and communities—guided by our unwavering commitment to sustainability.
Sustainability Initiatives
In the past year, ACAG launched a comprehensive sustainability project in collaboration with a specialized
consultancy. Key initiatives include:
•
Double Materiality Analysis – Assessing the company’s impact on the economy, environment, and society
while identifying associated risks and opportunities.
•
Greenhouse Gas Inventory (Scope 1, 2, and 3) – Measuring emissions across the group’s key operational
entities to better understand and manage our carbon footprint.
•
Taxonomy Analysis – Identifying activities that qualify as sustainable economic practices, establishing
assessment methodologies, and ensuring alignment with OECD guidelines and UN principles.
•
CSRD Compliance Preparation – Collecting data to meet the requirements of the Corporate Sustainability
Reporting Directive (CSRD), the new European regulation that replaces Directive 2014/95/EU and
mandates sustainability reporting from 2024.
ACAG is aligning all entities under a unified Environmental, Social, and Governance (ESG) framework. This will
enable the group to establish a clear, consolidated strategy with short-, medium-, and long-term goals aligned with
the Sustainable Development Goals (SDGs) and Agenda 2030.
Environmental Management Commitment
ACAG operates an effective environmental management system, founded on regulatory requirements and best
practices. Our commitments include:
•
Complying with environmental laws and regulations across all operational countries.
•
Conducting regular environmental impact assessments.
•
Systematically identifying and reviewing environmental impact to enhance performance.
•
Holding regular management reviews to evaluate environmental challenges and improvements.
Key Environmental Priorities
•
Investing in climate change mitigation initiatives.
•
Implementing circular economy practices at multiple sites.
•
Utilizing recycled materials.
•
Preventing and controlling pollution (air and water).
•
Committing to continuous improvement.
•
Adopting sustainable energy sources.
•
Enhancing waste management practices.
•
Engaging with communities on sustainability initiatives.
By embedding sustainability into our core strategy, ACAG is paving the way for a more responsible and resilient
future.
Additionally, our operating entities AUSTRIACARD GmbH, TAG Systems SAU, TAG Systems Smart Solutions SLU
and TAG SYSTEMS UK Limited, INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply
with ISO 14001:2015 (Environmental management systems). AUSTRIACARD GmbH also complies with EMAS (Eco
Management and Audit Scheme) and INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS
UK Limited comply with FSC (Forest Stewardship Council). The managers of the respective production and business
premises are responsible for complying with these provisions. Furthermore, there are clear regulations governing
the responsibilities for environmental protection issues in all countries where the Group operates.
39
Annual Financial Report 2024 (translated)
10. RESEARCH AND DEVELOPMENT
AUSTRIACARD has restructured its research and development (R&D) activities to adopt a solution-based approach.
This innovative structure centralizes R&D efforts to focus on delivering complete, integrated solutions tailored to
customer needs. By moving to a solution-based R&D model, the Group ensures a more cohesive development
process, enhanced collaboration across teams, and faster deployment of innovative products, services, and
solutions throughout its entities.
The Group's R&D operations are strategically distributed across key development hubs in Andorra, UAE (Dubai),
Poland, Spain, Austria, Greece, and Romania. These teams work collaboratively to address specific focus areas:
Identity & Payment Solutions:
•
Ongoing development and enhancement of proprietary chip operating systems, ACOS and ACOS ID, with
applets for banking and identification applications.
•
Advancing in-house personalization software, to support internal workflows, customer interfaces,
warehouse management, and comprehensive reporting for clients.
•
Development of biometric payment cards and associated end-to-end services, ensuring increased security
and convenience.
•
Optimizing manufacturing processes, including the use of recycled materials and creating special feature
products.
Digital Transformation Technologies:
•
Creating high-value-added services like customer communication management (CCM) and enterprise
document management.
•
Developing specialized digitalization solutions, including document-onboarding (DoB), OCR/data capture,
process automation using machine learning (ML), robotic process automation (RPA), natural language
understanding (NLU), and cognitive analytics solutions.
With the recent acquisition of LS-Tech, AUSTRIACARD has further enhanced its R&D focus on artificial intelligence
(AI), driving innovation in digital transformation technologies. This strategic shift enables the Group to deliver
cutting-edge solutions, improve operational efficiencies, and create value for customers by addressing their
evolving needs with advanced, integrated technologies.
40
Annual Financial Report 2024 (translated)
Vienna, 12 March 2025
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Vice Chairman & Group CEO
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
41
Annual Financial Report 2024 (translated)
B) CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
in € thousand
Note
31 December 2024
31 December 2023
Assets
Property, plant and equipment and right of use assets
15
Intangible assets and goodwill
16
Equity-accounted investees
17
Other receivables
19
Other long-term assets
8
Deferred tax assets
14
Non-current assets
Inventories
18
Contract assets
8
Current income tax assets
Trade receivables
19
Other receivables
19
Cash and cash equivalents
20
Current assets
Total assets
Equity
Share capital
21
Share premium
21
Own shares
(2,064 )
21
Other reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
28
Total Equity
Liabilities
Loans and borrowings
23
Employee benefits
12
Other payables
24
Deferred tax liabilities
14
Non-current liabilities
Current tax liabilities
Loans and borrowings
23
Trade payables
24
Other payables
24
Contract liabilities
8
Deferred income
Current Liabilities
Total Liabilities
Total Equity and Liabilities
The following explanatory notes constitute an integral part of these consolidated financial statements.
42
Annual Financial Report 2024 (translated)
Consolidated income statement
in € thousand
2024
2023
Note
Revenues
8
Cost of sales
(297,730 )
(276,255 )
Gross profit
Other income
9
9
Selling and distribution expenses
(23,338 )
(23,483 )
Administrative expenses
9
(31,447 )
(28,222 )
Research and development expenses
9
(8,450 )
(7,360 )
Other expenses
9
(2,255 )
(1,675 )
+ Depreciation, amortization and impairment
15, 16
EBITDA
- Depreciation, amortization and impairment
(17,772 )
(16,127 )
15, 16
EBIT
Financial income
10
Financial expenses
(9,442 )
(10,978 )
10
Result from associated companies
17
Net finance costs
(8,177 )
(10,391 )
Profit (Loss) before tax
Income tax expense
(6,626 )
(4,231 )
14
Profit (Loss)
Profit (Loss) attributable to:
Owners of the Company
Non-controlling interests
Profit (Loss)
Earnings (loss) per share1
basic
11
diluted
11
The following explanatory notes constitute an integral part of these consolidated financial statements.
1
Earnings per share for 1-12 2023 were calculated considering retrospectively as per IAS 33.64 the issuance of bonus shares with a ratio
of 1:1 which had been implemented in August 2023.
43
Annual Financial Report 2024 (translated)
Consolidated statement of comprehensive income
in € thousand
2024
2023
Note
Profit (Loss)
Other comprehensive income
Items that will not be reclassified subsequently to profit or
loss
15
Revaluation of property, plant and equipment
Related tax
(123 )
(488 )
Revaluation of defined benefit liability
12
(95 )
(164 )
Related tax
Items that will be reclassified subsequently to profit or loss
(1,195 )
(1,353 )
Cash flow hedges
25
Related tax
Foreign currency translation differences
(145 )
(368 )
Other comprehensive income, net of tax
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
The following explanatory notes constitute an integral part of these consolidated financial statements.
44
Annual Financial Report 2024 (translated)
Consolidated statement of changes in equity
For the year ended 31 December 2024
Attributable to owners of the Company
Cash flow
Reserve for
Non-con-
in € thousand
Note
Share
Share
Own Translation
Revaluation
IAS 19
hedge share-based
Retained
trolling
Total
capital
premium
shares
reserve
reserve
reserve
reserve
payments
earnings
Total
interests
equity
Balance at
(7,860 )
(519 )
1 January 2024
Profit (Loss)
Other comprehensive
(73 )
(920 )
(102 )
income
Total
comprehensive
(73 )
(920 )
income
(2,064 )
Own Shares
21
(2,064 )
(2,064 )
Dividend distribution
(3,627 )
(3,627 )
(429 )
(4,056 )
Management
12
participation program
Transfer of revaluation
reserve for
(166 )
depreciation of building
Effect hyperinflation
IAS 29
Acquisition of non-
controlling interests
(19 )
(19 )
(1 )
without loss of control
Balance at
(2,064 )
(6,983 )
(592 )
31 December 2024
45
Annual Financial Report 2024 (translated)
For the year ended 31 December 2023
Attributable to owners of the Company
Cash flow Reserve
for
Non-con-
in € thousand
Note Share
Share
Translation
Revaluation IAS
19 hedge share-based
Retained
trolling
Total
capital
premium
reserve
reserve reserve
reserve payments
earnings
Total
interests
equity
Balance at
(8,098 )
(392 )
1 January 2023
Profit (Loss)
Other comprehensive
(127 )
(1,042 )
income
Total
comprehensive
(127 )
(1,042 )
income
Cross-border merger
6, 21
(392 )
(6,018 )
(11,321 )
and capital increase
Capital increase from
21
(18,177 )
own funds
Distribution
of
(909 )
(909 )
(909 )
dividends
Effect
hyperinflation
(165 )
(165 )
(165 )
IAS 29
Management
12
(602 )
participation programs
Other movements
(499 )
Balance at
(7,860 )
(519 )
31 December 2023
46
Annual Financial Report 2024 (translated)
Consolidated statement of cash flows
in € thousand
Note
2024
2023
Cash flows from operating activities
Profit (Loss) before tax
Adjustments for:
-Depreciation, amortization and impairment
15, 16
-Net finance cost
10
-Net gain or loss on disposal of non-current assets
(24 )
-Change in associated companies
-Change in provisions
(298 )
(143 )
12
-Other non-cash transactions
Changes in:
-Inventories
(14,631 )
(22,090 )
18
-Contract assets
(9,534 )
8
-Trade and other receivables
(14,221 )
19
-Contract liabilities
(10,253 )
8
-Trade payable and other payables
(233 )
24
-Taxes paid
(5,057 )
(6,383 )
Net cash from (used in) operating activities
Cash flows from investment activities
Interest received
Proceeds from sale of property, plant and equipment
Dividends received from associated companies
Payments for acquisition of subsidiaries and business, net of cash acquired
(1,663 )
(1,140 )
16, 27
Payments for acquisition of property, plant and equipment & intangible assets
(13,731 )
(11,065 )
15, 16
Net cash from (used in) investing activities
(15,034 )
(11,829 )
Cash flows from financing activities
Interest paid
(7,472 )
(7,700 )
Proceeds from loans and borrowings
23
Repayment of loans and borrowings
(12,258 )
(90,807 )
23
Payment of lease liabilities
(4,469 )
(2,895 )
23
Acquisition of own shares
(2,064 )
21
Dividends paid to non-controlling interest
(429 )
Dividends paid to owners of the company
(3,627 )
(909 )
Net cash from (used in) financing activities
(21,087 )
Net increase (decrease) in cash and cash equivalents
(2,088 )
Cash and cash equivalents at 1 January
Effect of movements in exchange rates on cash held
(690 )
Cash at 31 December
The following explanatory notes constitute an integral part of these annual financial statements.
47
C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Basis of preparation
1. Reporting Entity
2. Basis of accounting
The accompanying consolidated financial statements (hereinafter “financial statements”) have been prepared by Management pursuing §245a of the Austrian Commercial Code in accordance with the International Financial Reporting Standards (hereinafter IFRS) as adopted by the European Union (EU). The financial statements have been prepared on historic costs basis, as modified following the adjustment of certain assets and liabilities at fair values. These financial statements are presented in euro, which is the functional currency of the Company.
Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these individual figures can therefore produce results that differ from the totals shown.
Details of the Group’s accounting policies and methods, including changes during the year are included in notes 33 and 34.
In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses and the notes to the financial statements. Actuals may differ from these estimates.
Management tests at least annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on the higher between value-in-use calculations and fair value less costs to sell. The preparation of these calculations requires the use of estimates, as for example planning of future cash flows and derivation of the discount rate.
ii.
Acquisition of subsidiaries: Determination of Fair Values of the identifiable assets and liabilities acquired
When companies were acquired in the past, customer relationships and AI Software Modules were identified as the main identifiable intangible assets. There were determined using the “Multi-Period-Excess-Earnings” method. These calculations require the use of estimates, such as planning future revenues and expenses, as well as deriving the discount rate.
iii.
Valuation of management participation programs
Group companies have adopted management participation programs for Group executives. In this context, on the one hand, it is necessary to assess whether the programs are balanced by equity instruments or cash-settled. On the other hand, in the case of programs settled by equity instruments at the time of introduction and in the case of cash-settled programs, the programs launched must be assessed annually and accounted for accordingly over the course of the programs. These valuations require the use of estimates, such as planning future revenue and expenses, and deriving the discount rate.
iv.
Revaluation of land and building
The revaluation model in accordance with IAS 16 is applied to the Groups own land and real estate. The necessary revaluations are carried out every two years. In addition, a review is carried out at least once a year to determine whether the relevant m² price of the properties has changed significantly. If this is the case, an external revaluation report is prepared on ad hoc basis.
The significant unobservable input is the adjustment for factors specific to land. The extent and direction of this adjustment depends on the number and characteristics of the observable market transactions in similar properties that are used as the starting point for valuation. Although this input is a subjective judgement, management considers that the overall valuation would not be materially affected by reasonably possible alternative assumptions.
Annual Financial Report 2024 (translated)
48
4. IAS 29 Financial Reporting in hyperinflation economies
The financial statements of the Turkish subsidiary – until the end of the 2021 financial year prepared on the basis of the concept of historical acquisition and production costs – were adjusted in accordance with the criteria of IAS 29 as of 31.12.2024 as well as 31.12.2023. The CPI 2003 consumer price index published by the Turkish Statistical Institute, the national institute for statistics, was used as an appropriate price index. The price index as of 31.12.2024 was 2684.55 (31.12.2023: 1859.38). The change in the index in fiscal year 2024 can be found in the following table:
| Date | Index CPI 2003 | Monthly change |
| 31/12/2023 | 1859.38 | |
| 31/01/2024 | 1984.02 | 6.7% |
| 29/02/2024 | 2073.88 | 4.5% |
| 31/03/2024 | 2139.47 | 3.2% |
| 30/04/2024 | 2207.50 | 3.2% |
| 31/05/2024 | 2281.85 | 3.4% |
| 30/06/2024 | 2319.29 | 1.6% |
| 31/07/2024 | 2394.10 | 3.2% |
| 31/08/2024 | 2453.34 | 2.5% |
| 30/09/2024 | 2526.16 | 3.0% |
| 31/10/2024 | 2598.91 | 2.9% |
| 30/11/2024 | 2657.23 | 2.2% |
| 31/12/2024 | 2684.55 | 1.0% |
The effects of IAS 29 on these consolidated financial statements are presented in the individual relevant sections of the financial statements.
5. Impact of macroeconomic conditions and climate risk on consolidated financial statements
From a macroeconomic perspective, the 2024 financial year was characterized by a decrease in interest rates, especially during the second half of the year, and a continuous decline of inflation rates. As a result, the growth in operating and interest expenses slowed, but these expenses continued to rise in absolute terms in 2024. These cost increases were offset in the past financial year by economies of scale and, where possible, sales price adjustments. A similar development, albeit with lower inflation expectations and with stabilizing interest rates and adjusted for the specific situation of the respective CGU, was also assumed for purposes of the medium-term planning and impairment testing.
The Group recognizes environmental protection as a particularly important global need. The industry in which the Group companies operate has no significant negative impact on the environment. To protect the environment, the Group complies with the applicable environmental protection laws and regulations in all countries in which it operates. In addition, suitable practices are used to systematically identify and review the impact of business activities on the environment. At present, the climate crisis does not have any immediate, direct impact on the consolidated financial statements or the Group as a whole that would require a fundamental adjustment to the business models currently used. Group management monitors developments in this area as part of ongoing business activities and risk management and acts with foresight in order to identify any strategic risks and opportunities that may arise in good time and take them into account in its business policy.
6. Cross-border merger and listing
On 30 January 2023, the extraordinary general assemblies of Inform P. Lykos Holdings SA and AUSTRIACARD HOLDINGS AG have resolved on the cross-border merger of Inform P. Lykos Holdings SA as transferring company into AUSTRIACARD HOLDINGS AG as absorbing company. The cross-border merger has become legally effective on 17 March 2023.
The completion of the cross-border merger was a premise for AUSTRIACARD HOLDINGS AG for getting admission for trading on the regulated market of the Vienna Stock Exchange as well as the Athens Stock Exchange. From first trading day on 23 March 2023 the shares of the Company are now traded in the segment prime market of the Vienna Stock Exchange and the segment main market of the Athens Exchange (ATHEX), in each case under the Code “ACAG” (ISIN: AT0000A325L0).
As a result of the cross-border merger the assets of the absorbed company, representing a total value of t€ 17,730 were contributed to the absorbing company as a contribution in kind, and the share capital of the absorbing company was increased by a nominal amount of t€ 1,315 from currently t€ 16,862 to t€ 18,177 by issuing 1,314,867 new bearer shares. t€ 16,415 of the contribution in kind was transferred to the share premium. As a result of the merger former non-controlling interests in related to the former shareholders of Inform P. Lykos Holdings SA amounting to t€ 11,321 were reclassified to equity attributable to the owners of the Company.
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Performance of the year
7. Segment reporting
i.
Basis for segmentation
The identification of reportable segments is based on information that is regularly used by the Group’s chief decision maker to allocate resources and assess performance. The CEO is the Group’s chief decision maker. The Group’s CEO reviews the internal report on a monthly and year to date basis. The financial information that forms the basis for internal reporting is based on the accounting policies of IFRS. In internal reporting, various adjustments are made in order to present non-operating earnings separately, see note 7.v.
Since 2023 internal reporting to the CEO is based on business areas which comprise 3 regional segments. For these segments, there are separate responsibilities for the sale of products and services at the management level.
ii.
Intersegment transactions
Transactions between the segments involve mainly the sale of goods and provision of services and are eliminated in the column “Eliminations“. Intragroup transactions between the segments generally reflect ordinary market conditions.
iii.
Information about reportable segments
Information related to each reportable segment is set out below. Segment adjusted EBITDA is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.
| Reportable segments | Regional responsibility EVP (Executive Vice President) |
| Western Europe, Nordics, | UK, Ireland, Norway, Sweden, Finland, Demark, Netherlands, Belgium, France, Luxembourg, Monaco, |
| Americas = WEST | Liechtenstein, Spain, Portugal, Andorra, Baltics, North & Latin America |
| Central Eastern Europe and | DACH (Germany, Austria, Switzerland), CEE (Italy, Bulgaria, Czech Republic, Hungary, Poland, Romania, |
| DACH = CEE | Slovenia, Slovakia), SEE Region (Italy, Greece, Albania, Bosnia and Herzegovina, Kosovo, Northern |
| Macedonia, Montenegro, Serbia) | |
| Türkiye, Middle East and | Türkiye, MEA Region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates, North and Sub- |
| Africa = MEA | Saharan Africa), Asia |
Income and expenses that are not attributable to one of the operating segments presented above are summarized in column “Corporate”.
Assets and liabilities being used by more than one operating segment are designated to the main segment of the legal entity.
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| Reportable Segments | ||||||||
| MEA | Total | |||||||
| 2024 | excl. | Elimi- | excl. | |||||
| in € thousand | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | Total |
| Revenues | 127,370 | 185,923 | 72,047 | 0 | 0 | 385,340 | 6,946 | 392,285 |
| Intersegment revenues | 3,525 | 38,983 | 56 | 3,555 | (46,119) | 0 | 0 | 0 |
| Segment revenues | 130,894 | 224,906 | 72,103 | 3,555 | (46,119) | 385,340 | 6,946 | 392,285 |
| Costs of material & mailing | (75,439) | (123,698) | (45,030) | 0 | 40,016 | (204,150) | (5,659) | (209,810) |
| Gross profit I | 55,456 | 101,208 | 27,073 | 3,555 | (6,103) | 181,189 | 1,286 | 182,476 |
| Production costs | (22,505) | (50,626) | (14,249) | 0 | 12 | (87,368) | (552) | (87,920) |
| Gross profit II | 32,950 | 50,582 | 12,825 | 3,555 | (6,091) | 93,821 | 734 | 94,555 |
| Other income | 92 | 4,685 | 137 | 72 | 0 | 4,987 | 0 | 4,987 |
| Selling and distribution | (8,453) | (12,411) | (2,410) | 0 | 0 | (23,274) | (65) | (23,338) |
| expenses | ||||||||
| Administrative expenses | (8,532) | (15,946) | (2,304) | (7,018) | 6,091 | (27,708) | (77) | (27,785) |
| Research and development | (1,559) | (6,484) | (305) | (101) | 0 | (8,450) | 0 | (8,450) |
| expenses | ||||||||
| Other expenses | (278) | (1,473) | (384) | (108) | 0 | (2,243) | (9) | (2,252) |
| + Depreciation, amortization | 6,360 | 10,642 | 762 | 9 | 0 | 17,772 | 0 | 17,772 |
| and impairment | ||||||||
| adjusted EBITDA | 20,581 | 29,595 | 8,321 | (3,591) | 0 | 54,905 | 584 | 55,489 |
| - Depreciation, amortization | (6,360) | (10,642) | (762) | (9) | 0 | (17,772) | 0 | (17,772) |
| and impairment | ||||||||
| adjusted EBIT | 14,221 | 18,953 | 7,560 | (3,600) | 0 | 37,133 | 584 | 37,717 |
| Financial income | 613 | 82 | 694 | |||||
| Financial expenses | (8,280) | (24) | (8,304) | |||||
| Result from associated | 129 | 0 | 129 | |||||
| companies | ||||||||
| Net finance costs | (7,538) | 58 | (7,481) | |||||
| adjusted Profit (Loss) | 29,595 | 642 | 30,237 | |||||
| before tax | ||||||||
| Special items | (3,296) | (1,066) | (4,362) | |||||
| Profit (Loss) before tax | 26,299 | (424) | 25,875 | |||||
| Income tax expense | (6,492) | (134) | (6,626) | |||||
| Profit (Loss) | 19,808 | (558) | 19,249 | |||||
In 2024, an impairment loss of t€ 76 was recognised on non-current assets in the WEST segment (previous year: t€ 0). In the CEE segment, the impairment loss on non-current assets amounted to t€ 107 in 2024 (previous year: t€ 0), see note 9.C.
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| Reportable Segments | ||||||||
| MEA | Total | |||||||
| 2023 | excl. | Elimi- | excl. | |||||
| in € thousand | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | Total |
| Revenues | 112,305 | 185,394 | 53,577 | 0 | 0 | 351,276 | 13,287 | 364,563 |
| Intersegment revenues | 3,691 | 39,188 | 79 | 1,371 | (44,328) | 0 | 0 | 0 |
| Segment revenues | 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 351,276 | 13,287 | 364,563 |
| Costs of material & mailing | (63,649) | (127,434) | (41,990) | 0 | 40,562 | (192,511) | (10,786) | (203,296) |
| Gross profit I | 52,347 | 97,148 | 11,665 | 1,371 | (3,766) | 158,765 | 2,502 | 161,266 |
| Production costs | (21,575) | (45,901) | (4,612) | 0 | 109 | (71,979) | (980) | (72,958) |
| Gross profit II | 30,772 | 51,247 | 7,054 | 1,371 | (3,657) | 86,786 | 1,522 | 88,308 |
| Other income | 726 | 2,958 | 0 | 421 | (268) | 3,836 | 0 | 3,836 |
| Selling and distribution | ||||||||
| expenses | (9,708) | (12,199) | (1,445) | 0 | 9 | (23,342) | (141) | (23,483) |
| Administrative expenses | (8,983) | (14,347) | (780) | (4,855) | 3,813 | (25,151) | (165) | (25,316) |
| Research and development | ||||||||
| expenses | (519) | (6,127) | 0 | (713) | 0 | (7,360) | 0 | (7,360) |
| Other expenses | (101) | (1,290) | (219) | (11) | 9 | (1,612) | (61) | (1,673) |
| + Depreciation, amortization | ||||||||
| and impairment | 5,711 | 10,055 | 339 | 23 | 0 | 16,127 | 0 | 16,127 |
| adjusted EBITDA | 17,897 | 30,296 | 4,948 | (3,764) | (94) | 49,284 | 1,155 | 50,439 |
| - Depreciation, amortization | ||||||||
| and impairment | (5,711) | (10,055) | (339) | (23) | 0 | (16,127) | 0 | (16,127) |
| adjusted EBIT | 12,187 | 20,241 | 4,610 | (3,787) | (94) | 33,157 | 1,155 | 34,312 |
| Financial income | 278 | 52 | 329 | |||||
| Financial expenses | (7,354) | (70) | (7,424) | |||||
| Result from associated | ||||||||
| companies | 54 | 0 | 54 | |||||
| Net finance costs | (7,022) | (18) | (7,041) | |||||
| adjusted Profit (Loss) | 26,135 | 1,136 | 27,271 | |||||
| before tax | ||||||||
| Special items | (4,904) | (1,352) | (6,256) | |||||
| Profit (Loss) before tax | 21,231 | (216) | 21,015 | |||||
| Income tax expense | (4,238) | 6 | (4,231) | |||||
| Profit (Loss) | 16,993 | (210) | 16,784 | |||||
In 2023 there has not been impairment on non-current assets.
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iv.
Geographic Information
| Non-current assets by country | 2024 | 2023 |
| in € thousand | ||
| Romania | 35,232 | 35,612 |
| United Kingdom | 31,291 | 28,480 |
| Greece | 31,152 | 27,422 |
| Austria | 28,626 | 29,128 |
| Andorra | 16,520 | 18,089 |
| USA | 7,794 | 7,961 |
| Spain | 4,885 | 2,273 |
| Cyprus | 4,515 | 3,520 |
| Poland | 3,083 | 2,718 |
| Türkiye | 2,073 | 1,498 |
| Albania | 55 | 61 |
| Total | 165,227 | 156,764 |
v.
Special items
| Special items | |||
| in € thousand | included in | 2024 | 2023 |
| Management participation programs | EBITDA | (3,662) | (2,906) |
| Foreign exchange losses | Profit before tax | 0 | (998) |
| Foreign exchange gains | Profit before tax | 219 | 0 |
| Effect Hyperinflation IAS 29 | Profit before tax | (1,082) | (1,217) |
| Income from financial assets and liabilities at fair value through profit or loss | Profit before tax | 219 | 272 |
| Expense from financial assets and liabilities at fair value through profit or loss | Profit before tax | (56) | (1,407) |
| Total | (4,362) | (6,256) |
Special items include effects from accounting of management participation programs, gains and losses from foreign exchange differences as well as gains and losses from fair value and hyperinflation accounting.
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8. Revenues
A. Revenues from contracts with customers
The Group generates revenue primarily through the provision of services and the sale of solutions and products in the areas of Identity & Payment Solutions, Document Lifecycle Management and Digital Transformation Technologies.
| 2024 | |||||||
| Revenues by region | Elimini- | ||||||
| in € thousand | WEST | CEE | MEA | Corporate | nations | IAS 29 | Total |
| Western Europe, UK, Nordics | 67,947 | 9,599 | 2,122 | 169 | (1,550) | 0 | 78,288 |
| Central & Eastern Europe & DACH | 37,651 | 179,299 | 425 | 3,379 | (5,260) | 63 | 215,557 |
| Türkiye, MEA, Asia & others | 3,514 | 35,670 | 69,556 | 7 | (39,095) | 6,883 | 76,535 |
| Americas | 21,782 | 338 | 0 | 0 | (214) | 0 | 21,905 |
| 130,894 | 224,906 | 72,103 | 3,555 | (46,119) | 6,946 | 392,285 | |
| Type of revenue | |||||||
| Revenues from sale of goods | 60,946 | 124,666 | 63,931 | 0 | (39,312) | 6,000 | 216,230 |
| Revenues from services | 21,000 | 28,620 | 6,378 | 3,555 | (6,266) | 846 | 54,133 |
| Revenues from licenses & royalties | 7 | 1,667 | 0 | 0 | 0 | 0 | 1,674 |
| Revenues from sale of merchandise | 28,280 | 15,885 | 1,627 | 0 | (443) | 100 | 45,448 |
| Revenues from transportation services | 20,662 | 54,069 | 168 | 0 | (98) | 0 | 74,801 |
| 130,894 | 224,906 | 72,103 | 3,555 | (46,119) | 6,946 | 392,285 | |
| Timing of revenue recognition | |||||||
| Products and services transferred over time | 102,615 | 209,021 | 70,477 | 3,555 | (45,676) | 6,846 | 346,837 |
| Products transferred at a point of time | 28,280 | 15,885 | 1,627 | 0 | (443) | 100 | 45,448 |
| 130,894 | 224,906 | 72,103 | 3,555 | (46,119) | 6,946 | 392,285 |
| 2023 | |||||||
| Revenues by region | Elimini- | ||||||
| in € thousand | WEST | CEE | MEA | Corporate | nations | IAS 29 | Total |
| Western Europe, UK, Nordics | 77,039 | 6,391 | 1,089 | 0 | (3,029) | 0 | 81,489 |
| Central & Eastern Europe & DACH | 15,539 | 173,611 | 234 | 1,371 | (2,769) | 60 | 188,046 |
| Türkiye, MEA, Asia & others | 3,697 | 44,092 | 52,333 | 0 | (38,227) | 13,227 | 75,122 |
| Americas | 19,721 | 488 | 0 | 0 | (303) | 0 | 19,905 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 | |
| Type of revenue | |||||||
| Revenues from sale of goods | 58,358 | 134,911 | 44,220 | 0 | (40,445) | 11,135 | 208,178 |
| Revenues from services | 17,363 | 22,568 | 8,006 | 1,371 | (3,772) | 1,817 | 47,354 |
| Revenues from licenses & royalties | 5 | 4,951 | 0 | 0 | 0 | 0 | 4,956 |
| Revenues from sale of merchandise | 24,046 | 8,799 | 1,217 | 0 | 0 | 336 | 34,397 |
| Revenues from transportation services | 16,224 | 53,353 | 212 | 0 | (111) | 0 | 69,678 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 | |
| Timing of revenue recognition | |||||||
| Products and services transferred over | 91,950 | 215,783 | 52,439 | 1,371 | (44,328) | 12,951 | 330,166 |
| time | |||||||
| Products transferred at a point of time | 24,046 | 8,799 | 1,217 | 0 | 0 | 336 | 34,397 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 |
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B. Contract assets and receivables
| in € thousand | 2024 | 2023 |
| Trade receivables | 45,297 | 44,677 |
| Contract assets | 14,952 | 20,386 |
| Balance at 31 December | 60,249 | 65,063 |
The contract assets relate to the Group’s rights to consideration for work completed but not billed at the reporting date on made-to-order printing and payment products.
C. Contract liabilities
| in € thousand | 2024 | 2023 |
| Balance at 1 January | 17,442 | 7,073 |
| Prepayments received | 11,406 | 16,230 |
| Recognition as revenue | (20,504) | (5,326) |
| Effect of movements in exchange rates | (955) | (535) |
| Business combinations IFRS 3 | 506 | 0 |
| Other changes | (706) | 0 |
| Balance at 31 December | 7,188 | 17,442 |
Contract liabilities essentially relate to prepayments received for the delivery of customer-specific printing and payment products. In 2024, prepayments of t€ 706 were reclassified to deferred income as these relate to a contract with a customer that is currently insolvent. The prepayments received in 2023 included € 8.1 million in restricted cash resulting from a customer contract that was fulfilled and recognized in revenue in 2024.
D. Costs to fulfill a contract
| in € thousand | 2024 | 2023 |
| Balance at 1 January | 136 | 318 |
| Realized as an expense | (136) | (182) |
| Balance at 31 December | 0 | 136 |
Costs to fulfill a contract were included in other long-term assets in the Statement of financial position.
9. Income and expenses
A. Other Income
| in € thousand | 2024 | 2023 |
| Government grants | 545 | 281 |
| Gain on sale of equipment | 6 | 46 |
| Rental income from property leases | 71 | 85 |
| Reversal of accruals | 525 | 564 |
| Capitalised development expenses | 2,983 | 2,286 |
| Other income | 856 | 575 |
| Total | 4,987 | 3,837 |
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B. Other Expenses
| in € thousand | 2024 | 2023 |
| Contract penalties | 253 | 203 |
| Impairment loss on trade receivables and contract assets | 622 | 304 |
| Losses from write-downs of inventories | 138 | 251 |
| Loss on disposal of non-current assets | 39 | 22 |
| Property and other taxes | 434 | 115 |
| Bank charges | 231 | 203 |
| Re-invoiced expenses | 90 | 73 |
| Impairment of assets not used in production | 184 | 0 |
| Other expenses | 264 | 503 |
| Total | 2,255 | 1,675 |
C. Expenses by nature
The following table presents Costs of sales, Administrative expenses, Selling and distribution expenses and Research and development expenses by nature of expense.
| in € thousand | 2024 | 2023 |
| Employee compensation and expenses | 85,216 | 75,400 |
| Costs of inventories recognized as expense | 151,987 | 148,328 |
| Mailing costs | 57,823 | 54,968 |
| Third party fees | 16,492 | 12,968 |
| Commissions paid | 1,435 | 1,228 |
| Utilities and maintenance expenses | 11,509 | 10,736 |
| Rentals from property and machinery | 941 | 1,097 |
| Tax and duties | 801 | 756 |
| Transportation expenses | 7,345 | 4,749 |
| Inks and similar consumable materials | 4,081 | 3,616 |
| Depreciation, amortization and impairment | 17,588 | 16,127 |
| Other expenses | 5,747 | 5,346 |
| Total | 360,965 | 335,320 |
The position depreciation, amortization and impairment of t€ 17,772 presented in the group income statement results of regular depreciation, amortization and impairment amounting to t€ 17,588 shown in the table above and impairment of assets not used in production amounting to t€ 184 presented in other expenses.
Employee compensation and expenses include management participation program expense amounting to t€ 3,662 (2023: t€ 2,906), see note 12.
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10. Net Finance costs
| in € thousand | 2024 | 2023 |
| Interest income under the effective interest method | 694 | 329 |
| Foreign exchange gains | 223 | 0 |
| Financial assets at fair value through profit or loss – net change in fair value | 219 | 204 |
| Financial income | 1,137 | 534 |
| Interest expense on Financial liabilities measured at amortized cost | (7,094) | (6,138) |
| Commissions of letters of guarantee | (442) | (366) |
| Effect hyperinflation IAS 29 | (1,082) | (1,217) |
| Foreign exchange losses | 0 | (997) |
| Financial assets and liabilities at fair value through profit or loss – net change | (56) | (1,340) |
| in fair value | ||
| Other financial expenses | (768) | (921) |
| Financial expenses | (9,442) | (10,978) |
| Result from associated companies | 129 | 54 |
| Net finance costs | (8,177) | (10,391) |
Interest expenses were calculated using the effective interest method.
11. Earnings per share and number of shares
A. Basic and diluted earnings or (losses)
| Earnings per share (basic) | 2024 | 2023 |
| Profit (loss) attributable to owners of the Company in € thousand | 18,965 | 15,812 |
| Weighted average number of shares per 31. Dezember | 36,262,321 | 35,806,307 |
| Earnings per share (basic) in € | 0.52 | 0.44 |
| Earnings per share (diluted) | 2024 | 2023 |
| Profit (loss) attributable to owners of the Company in € thousand | 18,965 | 15,812 |
| Weighted average number of shares per 31. Dezember | 38,827,916 | 37,399,901 |
| Earnings per share (diluted) in € | 0.49 | 0.42 |
Earnings per share for the financial year 2023 were calculated considering retrospectively as per IAS 33.64 the issuance of bonus shares with a ratio of 1:1 which had been implemented in August 2023. Diluted earnings per share are calculated by adjusting the weighted average number of ordinary outstanding shares to assume conversion of all potential dilutive ordinary shares. The company has share options as potential dilutive ordinary shares amounting to 2,330,777, see note 12.E.i. (maximum 6.08% of shares). Weighted average number of potential dilutive ordinary shares amounts to 2,565,595.
B. Weighted-average number of ordinary shares
| 2024 | 2023 | |
| Issued ordinary shares at 1 January | 36,353,868 | 16,862,067 |
| Adjustment through issuance of bonus shares | 0 | 18,176,934 |
| Effects in the year through buyback of own shares | (362,302) | 0 |
| Effects in the year | 0 | 1,314,867 |
| Total number of ordinary shares at 31st December | 35,991,566 | 36,353,868 |
| Weighted-average number of ordinary shares at 31st December | 36,262,321 | 35,806,307 |
For changes of year 2024 see details in note 21.
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Employee Benefits
12. Employee benefits
•
Greece
Obligations resulting from this program concern compensation of staff retirement arising from the provisions of Law 2112/20, as amended by Law 4093/12. According to Greek legislation, establishing and funding is not provided in the form of contributions, specific fund (reserve) to cover the severance compensation law 2112/20, as amended by Law 4093/12, and for other related benefits. As a result, a special fund is not created, from which the settlement of the liability could be made. It is therefore an unfunded defined benefit plan within the meaning of IAS 19. The benefits to employees from this plan relate exclusively to one-off payments, which are paid out in the event of retirement, redundancy and also in the event of death and voluntary retirement under certain conditions.
•
Austria
Pension plans
The company provides unfunded defined pension plans for one person, who is retired and receives a percentage of his former salary on monthly basis. In case of death, the widow of the employee receives 60% of the benefit.
Severance
Severance benefit obligations for employees hired before 1 January 2003 are covered by defined benefit plans. Upon termination by the Group or retirement, eligible employees receive severance payments equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation.
Contribution-based termination benefits exist for employees whose employment started after 31 December 2002. These obligations for termination benefits are fulfilled by regular contributions to an employee benefit fund. In 2024 t€ 164 were paid to the employee benefit fund (2023: t€ 157). Except for this, there are no further obligations for the Group and hence the recognition of a provision is not necessary.
Jubilee
According to a company agreement dated on 1 December 2013, employees of a subsidiary who have been with the company for 10, 20 or 30 years receive a one-off anniversary payment, staggered according to the amount of these anniversaries.
A. Provisions for employee benefits
| in € thousand | 2024 | 2023 |
| Post employment benefits | 3,832 | 4,020 |
| Other long-term employee benefits | 172 | 187 |
| 4,005 | 4,207 |
The changes in provisions for management participation programs and are explained in more detail in Note 12.E.
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B. Movement in Severance, Pension and Jubilee plans
| Defined benefit obligation | ||
| in € thousand | 2024 | 2023 |
| Balance at 1 January | 4,207 | 4,124 |
| Included in profit or loss | ||
| Current service cost | 259 | 202 |
| Actuarial gains of Jubilee plans | 0 | (9) |
| Settlement/Curtailment/Termination loss/(gain) | 84 | (227) |
| Interest cost (income) | 170 | 150 |
| 514 | 116 | |
| Included in OCI | ||
| Remeasurement loss (gain): | ||
| – Actuarial loss (gain) arising from: | ||
| - demographic assumptions | 10 | 18 |
| - financial assumptions | (42) | (94) |
| - experience adjustment | 127 | 240 |
| 95 | 164 | |
| Sum | 609 | 279 |
| Other | ||
| Benefits paid | (811) | (196) |
| (811) | (196) | |
| Balance at 31 December | 4,005 | 4,207 |
C. Actuarial assumptions
The following were the principal actuarial assumptions at each reporting date (expressed as weighted averages).
-
Post-employment define benefit plans in Greece
| 2024 | 2023 | |
| Discount rate | 3.0% | 3.1% |
| Future salary increase | 3.7% | 3.5% |
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2024 | 2023 | |
| Years | 7.0 | 6.6 |
-
Post-employment define benefit plans in Austria
| 2024 | 2023 | |
| Discount rate | 3.3% | 3.9% |
| Future salary increase | 2.2% | 3.2% |
A fluctuation rate depending on years of service and fluctuation probability is taken into account for the calculation of provisions for jubilee plans (range: 1st year of service 16.4%, 40 years of service maximum 1.0%).
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2024 | 2023 | |
| Years | 6.1 | 6.6 |
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D. Sensitivity analysis
Reasonable possible changes at the reporting (and comparative) date to one of the relevant actuarial assumptions holding other assumptions constant would affect Defined benefit obligation as shown below:
| 31 December 2024 | 31 December 2023 | |||
| in € thousand | Increase | Decrease | Increase | Decrease |
| Discount rate (1 percentage point movement) | (131) | 138 | (142) | 149 |
| Salary increase (1 percentage point movement) | 137 | (131) | 147 | (141) |
E. Management participation programs
i.
AUSTRIACARD HOLDINGS AG management participation program 2022 - 2025
Per 30 June 2023, the management participation programs for members of the Group's senior management which were valid for the period 2022 to 2025 (Digital Security - management participation program = “DS program”, and Information Management – management participation program = “IM program”) and that had previously existed at the level of the subsidiaries INFORM P. LYKOS HOLDINGS S.A. (ILG), in 2023 merged into the parent company, and AUSTRIA CARD Plastikkarten und Ausweissysteme GmbH,
Vienna
(ACV), were merged and consolidated at the level of AUSTRIACARD HOLDINGS AG (ACAG).
As part of this consolidated program, participants will be able to receive up to 8% of the Company's shares in the following year, depending on the consolidated result in the 2025 financial year. In principle, the management participation program must be fulfilled with the transfer of shares in the Company, but it also grants the Company the option to fulfill the program in whole or in part with cash. The Management Board assumes that the program will indeed be filled with shares and that the program was therefore classified as an equity-settled program.
The following terms and conditions form the basis of the promised consolidated management participation program:
The total number of options to be granted depends on the return on invested capital ('ROIC') achieved in the 2025 financial year. The ROIC is determined by comparing the fair value of the Group as at 31 December 2025 with the defined fair value as at 31 December 2020. The fair value is calculated using a defined formula based on the audited consolidated financial statements for the financial year 2025. The formula corresponds to a simplified company valuation based on an EBITDA multiple less net debt of the Group. The 8% Options of the share capital in the table below are based on the assumption that all initial participants do not leave the management participation program prematurely.
| Options in % of share capital | Minimum yearly net ROIC |
| 0.0% | < 8.4% |
| 1.6% | 8.4% |
| 3.2% | 11.8% |
| 4.8% | 14.9% |
| 6.4% | 17.6% |
| 8.0% | 20.1% |
Starting on 1 January 2022, the options will vest at 1/48 part at the end of each month until 31 December 2025, whereby the number of options granted will not be determined until 2026 and may also be 0. If program participants leave the Group as defined 'Bad Leaver' before the end of 2025, they will lose all options. If program participants leave the Group as ‚Good Leaver‘, they will retain the options that have vested, but the remaining options that have not yet vested will be cancelled without consideration.
The fair value of the entire investment program amounted to € 20 million at the time of adoption. The amount is to be recognised in expenses over four years, depending on any fluctuation. The fair value was determined using the Black-Scholes method based on the following parameters:
•
Share price at grant date (before issuance of bonus shares): € 14,3
•
Strike price: € 0
•
Expected volatility, calculated based on the Company’s peer group: 43.80%
•
Risk-free interest rate (based on 6-month-euribor): 3,58%
•
Expected dividends: 1.25%
Between 31 December 2023 and 31 December 2024 three participants of AUSTRIACARD HOLDINGS AG management participation program 2022 – 2025 left the Group’s senior management. All three were classified as “good leaver” according to the program and therefore generally retain their entitlement to the options already earned at the time of their departure. As a result, the total number of Company’s shares that participants of the program will be able to receive declined from 8% per 31 December 2023 to 6.08% per 31 December 2024.
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The participants in the management participation program also include members of the Management Board of AUSTRIACARD HOLDINGS AG, whereof Panagiotis Spyropoulos, previously holding 22.7% of the options, left the Group in March 2024 and is one of those “good leavers”. One participant of the program who left in April 2024 also as “good leaver” waived his entitlements with respect to the program without compensation. As a result, the remuneration entitlement of t€ 1,097 earned up to the date of departure and recognised as personnel expense was reclassified within equity from other reserves to retained earnings. The vesting of future entitlements is no longer possible for persons who have left the program.
The other remaining participants in the consolidated management participation program who have not yet left include members of the Management Board of AUSTRIACARD HOLDINGS AG, with Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr holding 9.4% of the options. The Group assumes that no further participants will leave the management participation program 2022-2025.
ii.
Management participation program subsidiary
As a part of his remuneration package the managing director of a subsidiary is entitled to receive – assuming the budgeted targets for the respective financial year are achieved – one percent of the subsidiary’s shares per anno with a ceiling of 10%. The program ends per 31 December 2025. In addition, both the beneficiary as well as the parent company of the subsidiary dispose of a mutual put- and call-option once the managing director leaves the subsidiary.
The fair value to be disclosed is calculated annually using a defined formula based on the company's audited consolidated reporting package. The formula corresponds to a simplified company valuation based on an EBITDA multiple less financial liabilities and is therefore allocated to level 3 of the fair value hierarchy. The fair value of the liability related to the put-option for the shares in the subsidiary of the beneficiary of € 2.3 million (2023: € 2.2 million) is shown as a financial instrument in other short term financial liability in the balance sheet. The corresponding share option expense of € 0.1 million (2023: € 1.1 million) is included in personnel expenses (€ 0.3 million, (2023: € 0.3 million)) as well as partly in financial income (€ 0.2 million, (2023: financial expense € 0.8 million)). 10% increase/decrease in the EBITDA on which the valuation is based would result in an increase/decrease in the fair value of +/- € 0.2 million.
13. Employee expenses
| in € thousand | 2024 | 2023 |
| Wages and salaries | 67,376 | 60,674 |
| Social security contributions | 9,511 | 8,400 |
| Other expenses for personnel | 3,969 | 3,043 |
| Management participation program expense | 3,662 | 2,906 |
| Expenses related to defined benefit and contribution plans | 697 | 378 |
| Total | 85,216 | 75,400 |
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14. Income taxes
| in € thousand | 2024 | 2023 |
| Current taxes | (6,891) | (4,849) |
| Deferred taxes | 266 | 618 |
| Income tax income (expense) | (6,626) | (4,231) |
A. Income tax reconciliation
| in € thousand | 2024 | 2023 | ||
| Earnings before tax | 25,875 | 21,015 | ||
| Tax using the Company’s domestic tax rate | 23.0% | (5,951) | 24.0% | (5,044) |
| Effect of tax rates in foreign jurisdictions | 1,376 | 2,950 | ||
| Change of tax rates | 0 | 31 | ||
| Result from associated companies | 71 | 32 | ||
| Non-deductible expenses | (1,842) | (2,986) | ||
| Tax-exempt income | 32 | 743 | ||
| Tax incentives | 46 | 142 | ||
| Current-year losses for which no deferred tax asset is recognized | (360) | (143) | ||
| Recognition of previously unrecognised deferred tax asset on | 0 | 327 | ||
| previously tax losses | ||||
| Other effects | 3 | (285) | ||
| Income taxes | (6,626) | (4,231) |
In Austria, a tax reform was adopted on 20 January 2022 by the Parliament. Among other things, it provided for a gradual reduction of the corporate tax rate from 25% to 23% (2023: 24%, 2024: 23%). Final corporate tax rate of 23% was reached in 2024 accordingly.
B. Movement in deferred tax balances
| 31/12/2024 | 31/12/2023 | |||
| Deferred tax | Deferred tax | Deferred tax | Deferred tax | |
| in € thousand | assets | liabilities | assets | liabilities |
| Property, plant and equipment | 221 | 4,475 | 222 | 4,101 |
| Intangible assets | 108 | 4,419 | 52 | 3,494 |
| Receivables | 382 | 188 | 287 | 24 |
| Other assets | 101 | 0 | 109 | 14 |
| Loans and borrowings | 155 | 0 | 0 | 0 |
| Employee benefits | 415 | 0 | 425 | 0 |
| Inventories | 95 | 157 | 73 | 52 |
| Contract assets | 0 | 1,018 | 0 | 1,081 |
| Contract liabilities | 48 | 0 | 118 | 0 |
| Other liabilities | 711 | 1,737 | 723 | 2,109 |
| Tax loss carry-forwards | 2,896 | 0 | 2,487 | 0 |
| Deferred tax assets /liabilities | 5,132 | 11,994 | 4,494 | 10,875 |
| Set-off of tax | (1,658) | (1,658) | (2,378) | (2,378) |
| Net deferred tax assets / liabilities | 3,474 | 10,336 | 2,116 | 8,497 |
Deferred tax assets on tax loss carryforwards have been capitalized up to the extent that they are covered with expected usable tax profits in a given time frame of five years.
No deferred taxes were recognized for loss carryforwards of t€ 9,595 (2023: t€ 7,657), thereof t€ 736 expire within the next 5 years (2023: t€ 958) and t€ 8,859 do not expire (2023: t€ 6,699). Deferred tax assets and liabilities were not recognized for temporary differences in connection with investments in subsidiaries and associates and the related proportional share of net assets held by group companies because the Groups is able to control the timing of the reversal of the temporary difference and these differences are not expected to reverse in the foreseeable future.
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Assets
15. Property, plant and equipment and right of use assets
A. Reconciliation of carrying amount
| Fixtures | |||||
| Land and | Plant and | and | Under | ||
| in € thousand | buildings | equipment | fittings | construction | Total |
| Cost | |||||
| Balance at 1 January 2023 | 98,969 | 115,303 | 23,512 | 1,440 | 239,223 |
| Additions | 1,564 | 5,905 | 3,328 | 3,949 | 14,746 |
| Disposals | (143) | (6,932) | (659) | (1,013) | (8,747) |
| Revaluation | 2,205 | 0 | 0 | 0 | 2,205 |
| Transfers | 686 | 1,514 | 139 | (2,339) | 0 |
| Business combinations IFRS 3 | 9 | 45 | 88 | 0 | 142 |
| Effect IAS 29 reporting period | 349 | 350 | 546 | 0 | 1,245 |
| Effect of movements in exchange rates | (407) | (264) | 6 | 8 | (658) |
| Balance at 31 December 2023 | 103,231 | 115,920 | 26,961 | 2,045 | 248,157 |
| Balance at 1 January 2024 | 103,231 | 115,920 | 26,961 | 2,045 | 248,157 |
| Additions | 3,021 | 7,083 | 2,304 | 2,784 | 15,193 |
| Disposals | (840) | (6,176) | (966) | (3) | (7,985) |
| Revaluation | 646 | 0 | 0 | 0 | 646 |
| Transfers | 1,584 | 2,291 | (1,484) | (3,390) | (999) |
| Business combinations IFRS 3 | 0 | 0 | 55 | 0 | 55 |
| Impairment | (107) | 0 | 0 | 0 | (107) |
| Effect IAS 29 reporting period | 116 | 405 | 385 | 0 | 906 |
| Effect of movements in exchange rates | 394 | 950 | 64 | 8 | 1,417 |
| Balance at 31 December 2024 | 108,046 | 120,473 | 27,319 | 1,445 | 257,283 |
| Accumulated amortization and impairment | |||||
| losses | |||||
| Balance at 1 January 2023 | 44,956 | 85,275 | 18,575 | 0 | 148,805 |
| Depreciation | 2,235 | 5,915 | 1,552 | 0 | 9,701 |
| Disposals | (93) | (6,324) | (640) | 0 | (7,059) |
| Effect IAS 29 reporting period | 142 | 229 | 274 | 0 | 645 |
| Effect of movements in exchange rates | (40) | (115) | (56) | 0 | (210) |
| Balance at 31 December 2023 | 47,199 | 84,980 | 19,703 | 0 | 151,882 |
| Balance at 1 January 2024 | 47,199 | 84,980 | 19,703 | 0 | 151,882 |
| Depreciation | 2,561 | 6,391 | 1,803 | 0 | 10,755 |
| Disposals | (511) | (6,033) | (879) | 0 | (7,423) |
| Effect IAS 29 reporting period | 20 | 294 | 362 | 0 | 676 |
| Transfers | 745 | (255) | (490) | 0 | 0 |
| Business combinations IFRS 3 | 0 | 0 | 5 | 0 | 5 |
| Effect of movements in exchange rates | 160 | 674 | 11 | 0 | 844 |
| Balance at 31 December 2024 | 50,173 | 86,051 | 20,515 | 0 | 156,739 |
| Carrying amounts | |||||
| At 1 January 2023 | 54,013 | 30,028 | 4,940 | 1,440 | 90,418 |
| At 31 December 2023 | 56,031 | 30,940 | 7,257 | 2,045 | 96,275 |
| At 31 December 2024 | 57,873 | 34,423 | 6,804 | 1,445 | 100,545 |
B. Right of use assets
Property, plant and equipment and right-of-use-assets include assets owned by the group as well as assets the group is obliged to use on base of contractual agreements (lease contracts in accordance with IFRS 16) and which are therefore recognised. Right-of-use-assets defined as “Investment property” do not exist in the group.
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The group leases building spaces, company flats, technical equipment, machines and cars. Following right of use assets are recognized in balance per 31/12/2024:
| Land and | Plant and | Fixtures and | ||
| in € thousand | buildings | equipment | fittings | Total |
| Carrying amounts | ||||
| Balance at 01 January 2023 | 6,428 | 7,765 | 101 | 14,294 |
| Adjustments previous year | 0 | 138 | 0 | 138 |
| Additions cost | 1,059 | 5,862 | 506 | 7,427 |
| Disposal cost | (148) | (82) | (94) | (324) |
| Reclassification of costs | 0 | (3,653) | (316) | (3,969) |
| Additions depreciation | (971) | (1,826) | (230) | (3,027) |
| Disposal depreciation | 92 | 82 | 75 | 249 |
| Reclassification of depreciation | 0 | 3,653 | 240 | 3,893 |
| Effect IAS 29 hyperinflation | 95 | 0 | 19 | 115 |
| Balance at 31 December 2023 | 6,556 | 11,939 | 301 | 18,796 |
| Adjustments previous year | (797) | (1,832) | (405) | (3,034) |
| Additions cost | 2,498 | 2,559 | 644 | 5,702 |
| Disposal cost | (840) | (614) | (556) | (2,010) |
| Reclassification of costs | 0 | (2,596) | 2,307 | (289) |
| Additions depreciation | (1,357) | (1,979) | (579) | (3,916) |
| Disposal depreciation | 511 | 496 | 506 | 1,512 |
| Reclassification of depreciation | 0 | 214 | 0 | 214 |
| Effect IAS 29 hyperinflation | 97 | 0 | 22 | 119 |
| Effect of movements in exchange rates | 153 | 187 | (6) | 334 |
| Balance at 31 December 2024 | 6,820 | 8,373 | 2,233 | 17,427 |
Short-term leases, (lease term < 12 months) and leases for which the underlying asset is of low value are not recognized in the group. Lease payments associated with those leases of t€ 909 (31/12/2023: t€ 1,165) were recognized directly as an expense in business year 2024. Right of use for fixed assets that become property of the companies after the end of the leasing contract are reclassified to own assets. As an adjustment carrying amounts of t€ 3,034 were eliminated from the reconciliation in 2024 as there is no existing right of use in the Group for this. Overall carrying amount of Property, plant and equipment is not affected by this adjustment. In 2024, Right-of-use assets in the amount of t€ 2,307, which were previously allocated to the Plant and equipment category, were reclassified to Fixtures and fittings.
C. Measurement of fair values
i. Fair value hierarchy
The fair value of land and buildings is determined regularly (every two years) by external independent appraisers, who have recognized professional qualifications and recent experience in the location and category of property assessed. If the difference of fair value compared to carrying amount is material, a revaluation is recognized. Based on data taken into account in the valuation technique, the measurement of fair value for these properties is at Level 3.
Development of carrying amounts:
| in € thousand | |
| Carrying amounts | |
| Balance at 01 January 2023 | 44,596 |
| Depreciation | (937) |
| Additions cost | 505 |
| Gains from revaluation recognized in OCI per 31 Dezember 2023 | 2,524 |
| Balance at 31 December 2024 | 46,689 |
| Depreciation | (862) |
| Additions cost | 667 |
| Impairment | (107) |
| Effect of movements in exchange rates | 1 |
| Gains from revaluation recognized in OCI per 31 Dezember 2024 | 646 |
| Balance at 31 December 2024 | 47,034 |
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ii. Valuation technique and significant unobservable inputs
The carrying amount of the property using the cost model would have been € 26.8 million as at 31/12/2024 (31/12/2023: € 26.8 million).
Land and buildings used for production in Greece
The fair value of real estate in Greece amounts to € 16.7 million (2023: € 16.1 million). The most recent study conducted by the independent appraiser to estimate the fair value of these property, plant and equipment was carried out with a reference date of 31 December 2024, and resulted in an adjustment of € +0.3 million recognized in other comprehensive income, deferred tax was recognized as well. The valuation was based on market indications of similar properties for the land, while the fair value of buildings and related facilities used for production or administrative purposes was determined using the income approach. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 157 on average and the direct capitalization per square meter which were appraised at € 445/m² on average using an All-Risks Yield 8,75%. If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.7 million.
Land and buildings used for production in Romania
The fair value of real estate in Romania amounts to € 16.5 million (fair value at revaluation 2022: € 16.0 million). The last revaluation was carried out as at December 31, 2024 and resulted in an adjustment of € +0.3 million recognized in other comprehensive income and an adjustment of € -0.1 million, which was recognized in profit or loss. For the valuation of the Group's property in Romania was used the same valuation technique, as that was used and described for the properties in Greece. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 143 for Odaii location and € 38 for Clinceni location; the construction cost per square meter were appraised at € 372 for Odaii location and € 260 for Clinceni location (on average after adjustments for current condition of the real estate and market conditions). If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.7 million.
Land and buildings used for production in Austria
The fair value of real estate in Austria amounts to € 13.8 million (2023: € 14.2 million). The last revaluation was carried out as of 31/12/2024 and did not result in any adjustments in 2024. The valuation was performed by an independent expert using the gross-rental method for building and all related facilities as well as using the comparative value method for the land on which a building is located. The valuation of the building and related facilities is based on the yearly attainable income, including the factors that influence value (e.g. impairment due to age and maintenance condition) whereas the valuation of land is based on recent transactions of similar real estates. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 390 and the yield value per square meter which was appraised at € 7.7/m² on average. In relation to the present rental space of 12,334 m², this means a market value of rounded € 1,115/m² of rental space. An increase or decrease of these parameter by 10% would change the fair value by +/- € 1.4 million.
D. Encumbrances
In the USA there is a contractual obligation of € 0.1 million per 31 December 2024 from the financing of plant and equipment for business operations (31/12/2023: € 0.3 million).
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16. Intangible assets and goodwill
A. Reconciliation of carrying amount
| Software, | |||||
| patents, | Internal | Customer | |||
| in € thousand | Goodwill | licenses | development | contracts | Total |
| Cost | |||||
| Balance at 1 January 2023 | 28,819 | 33,292 | 11,747 | 22,274 | 96,132 |
| Additions | 0 | 1,549 | 1,978 | 0 | 3,527 |
| Disposals | 0 | (1,379) | (122) | 0 | (1,501) |
| Business combinations IFRS 3 | 47 | 998 | 0 | 0 | 1,045 |
| Effect IAS 29 reporting period | 0 | 94 | 0 | 0 | 94 |
| Effect of movements in exchange rates | 497 | (82) | (2) | (229) | 183 |
| Balance at 31 December 2023 | 29,363 | 34,471 | 13,600 | 22,045 | 99,478 |
| Balance at 1 January 2024 | 29,363 | 34,471 | 13,600 | 22,045 | 99,478 |
| Additions | 0 | 1,096 | 3,657 | 0 | 4,753 |
| Disposals | 0 | (112) | (259) | 0 | (371) |
| Transfers | 0 | (926) | 1,925 | 0 | 999 |
| Business combinations IFRS 3 | 480 | 2,898 | 0 | 748 | 4,126 |
| Effect IAS 29 reporting period | 0 | 112 | 0 | 0 | 112 |
| Effect of movements in exchange rates | 752 | (24) | 0 | 201 | 929 |
| Balance at 31 December 2024 | 30,594 | 37,516 | 18,922 | 22,994 | 110,027 |
| Accumulated amortization and | |||||
| impairment losses | |||||
| Balance at 1 January 2023 | 0 | 27,160 | 6,309 | 5,497 | 38,966 |
| Amortization | 0 | 1,754 | 2,173 | 2,500 | 6,426 |
| Disposals | 0 | (1,324) | (122) | 0 | (1,447) |
| Effect IAS 29 reporting period | 0 | 77 | 0 | 0 | 77 |
| Effect of movements in exchange rates | 0 | (65) | (2) | (4) | (71) |
| Balance at 31 December 2023 | 0 | 27,602 | 8,357 | 7,992 | 43,952 |
| Balance at 1 January 2024 | 0 | 27,602 | 8,357 | 7,992 | 43,952 |
| Amortization | 0 | 2,106 | 2,241 | 2,562 | 6,910 |
| Disposals | 0 | (43) | (372) | 0 | (414) |
| Transfers | 0 | (430) | 430 | 0 | 0 |
| Effect IAS 29 reporting period | 0 | 93 | 0 | 0 | 93 |
| Effect of movements in exchange rates | 0 | (17) | 0 | (52) | (69) |
| Balance at 31 December 2024 | 0 | 29,312 | 10,657 | 10,503 | 50,472 |
| Carrying amounts | |||||
| At 1 January 2023 | 28,819 | 6,131 | 5,438 | 16,777 | 57,166 |
| At 31 December 2023 | 29,363 | 6,868 | 5,243 | 14,052 | 55,526 |
| At 31 December 2024 | 30,594 | 8,204 | 8,265 | 12,491 | 59,555 |
The change in intangible assets of t€ 4,126 in 2024 was primarily due to the acquisition of subsidiaries, see note 27.
In 2023, goodwill of t€ 47 was capitalized in the course of acquisition of a business operation from a third party by a newly established company in Romania.
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B. Impairment test
Impairment tests were performed for cash-generating units (CGU) which goodwill was allocated to.
In 2024 new cash-generating unit CEE was defined. CGU CEE includes goodwill reported as CGU ‘Others’ in previous years, as well as the new goodwill of € 0.5 million resulting from business combinations in 2024 (see note 27).
| Cash-generating units and allocated goodwill | 31/12/2024 | 31/12/2023 |
| in € thousand | ||
| TAG SYSTEMS | 26,190 | 25,380 |
| INFORM Romania | 3,104 | 3,142 |
| CEE (formerly “Others”) | 1,300 | 840 |
| Total | 30,594 | 29,363 |
As the structure of the cash-generating units was adjusted in 2024, a comparison with the previous year is not possible for CGU CEE. Due to the redefinition of CGU’s, there have also been slight shifts between CEE and INFORM Romania in the comparative figures for the previous year. For other fixed assets as in previous year no impairments were made in the financial year.
TAG Systems
As at 31 December 2024 the estimated amount of CGU TAG Systems exceeded its carrying amount by € 73.2 million (2023: € 211.0 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets.
| Key assumptions | 2024 | 2023 |
| Discount rate before tax | 9.8% | 8.8% |
| Growth rate residual value | 1.0% | 0.0% |
| Forecast EBITDA growth rate (average 5 years) | 3.7% | 14.9% |
| Change | Change | |
| Sensitivity analysis | 2024 | 2023 |
| 7.5 | 21.8 | |
| (7.9) | (19.2) |
(in percentage points)
Discount rate
Budgeted EBITDA growth rate
INFORM Romania
As at 31 December 2024 the estimated amount in the form of value-in-use of CGU Inform Romania exceeded its carrying amount by € 40.1 million (2023: € 12.0 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets and takes into account past experience and estimates of future developments based on internal and external forecasts.
| Key assumptions | 2024 | 2023 |
| Discount rate before tax | 11.8% | 10.8% |
| Growth rate residual value | 1.0% | 2.0% |
| Forecast EBITDA growth rate (average 5 years) | 6.2% | 5.1% |
| Sensitivity analysis | Change | Change |
| 2024 | 2023 | |
| 10.7 | 3.6 | |
| (10.6) | (4.4) |
(in percentage points)
Discount rate
Budgeted EBITDA growth rate
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CEE
In addition to the goodwill of t€ 1,300 thousand allocated at this level, the impairment test of the CGU CEE also includes the goodwill allocated to CGU INFORM Romania, as this CGU is also part of the higher-level CGU CEE.
As at 31 December 2024 the estimated amount in the form of value-in-use of CGU CEE (incl INFORM Romania) exceeded its carrying amount by € 126.6 million (with no comparative test with same basis in previous year). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets and takes into account past experience and estimates of future developments based on internal and external forecasts.
| Key assumptions | 2024 |
| Discount rate before tax | 10.6% |
| Growth rate residual value | 1.0% |
| Forecast EBITDA growth rate (average 5 years) | 2.2% |
| Sensitivity analysis | Change |
| 2024 | |
| 2.8 | |
| (3.5) |
(in percentage points)
Discount rate
Budgeted EBITDA growth rate
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17. Equity-accounted investees
Financial statements 2024 of Seglan SL, the company accounted for using the equity method, were not yet available in final version as of the balance sheet date, preliminary figures are presented below:
Summarised financial information
| Seglan SL | Seglan SL | |
| in € thousand | 31/12/2024 preliminary | 31/12/2023 |
| Percentage ownership interest | 25.00 % | 25.00 % |
| Non-current assets | 2,476 | 1,755 |
| Current assets | 1,459 | 1,832 |
| Non-current liabilities | 0 | 0 |
| Current liabilities | 560 | 363 |
| Net assets (100%) | 3,375 | 3,224 |
| Group’s share of net assets | 844 | 806 |
| Revenues | 2,961 | 2,561 |
| Total Profit or loss (100 %) | 374 | 516 |
Reconciliation of carrying amount
| Seglan SL | Seglan SL | |
| in € thousand | 31/12/2024 | 31/12/2023 |
| Percentage ownership interest | 25.00% | 25.00% |
| Carrying amount of interest in associate as of 1.1. | 324 | 292 |
| Group's share of profit (loss) registered | 129 | 54 |
| Dividends received | (58) | (22) |
| Carrying amount of interest in associate as of 31.12. | 395 | 324 |
| thereof goodwill from acquisition | 0 | 0 |
18. Inventory
| in € thousand | 31/12/2024 | 31/12/2023 |
| Raw materials and consumables | 54,742 | 45,009 |
| Finished and semi-finished goods | 1,000 | 1,661 |
| Merchandise | 1,680 | 1,172 |
| Goods in transit | 15,374 | 10,322 |
| Total | 72,795 | 58,164 |
In 2024, inventories of amount t€ 107,160 (2023: t€ 115,973) were recognized as cost during the period and included in "Cost of Sales". Amount of write-down of inventories recognised as an expense in the period is t€ 960 (2023: t€ 706). As at 31st December 2024, the carrying amount of inventories, which were depreciated as a result of the measurement at net realizable value is t€ 4,426 (31/12/2023: t€ 3,466).
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19. Trade and other receivables
| in € thousand | 31/12/2024 | 31/12/2023 |
| Trade receivables | 47,434 | 46,602 |
| Minus: Allowance for doubtful accounts | (2,137) | (1,926) |
| 45,297 | 44,677 | |
| Advance payments | 1,389 | 1,059 |
| Personnel prepayments and loans | 54 | 71 |
| VAT and other Tax related receivables | 2,383 | 2,838 |
| Deferred expenses | 2,263 | 2,203 |
| Other non-financial receivables and assets | 1,382 | 1,563 |
| Other receivables - non financial instruments | 7,471 | 7,734 |
| Securities at fair value through profit & loss | 232 | 229 |
| Factoring receivables | 2,213 | 638 |
| Financial instruments at fair value through OCI | 853 | 1,642 |
| Deposits | 186 | 128 |
| Other financial receivables and assets | 1,365 | 9,096 |
| Other receivables - financial instruments | 4,849 | 11,734 |
| Other receivables | 12,320 | 19,468 |
| Total | 57,617 | 64,145 |
| Non-current | 1,259 | 2,386 |
| Current | 56,358 | 61,758 |
| Total | 57,617 | 64,145 |
Other financial receivables and assets include in 2023 € 8.1 million from a customer advance payment in Türkiye, which is not reported as cash and cash equivalents due to a restriction on disposal. This customer contract was fulfilled in 2024 and shown as recognised revenue.
20. Cash and cash equivalents
| in € thousand | 31/12/2024 | 31/12/2023 |
| Cash at hand | 25 | 11 |
| Bank balances | 21,713 | 23,813 |
| Total | 21,737 | 23,825 |
Annual Financial Report 2024 (translated)
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Equity and Liabilities
21. Capital and additional paid in capital
A. Share capital and additional paid in capital
The share capital of t€ 36,354 is divided into 36,353,868 no-par value shares, each of which participates in the share capital to the same extent.
The capital reserves mainly result from the amount realized on the issue of shares in excess of the pro rata amount of the share capital (premium). As in the previous year, the capital reserves as at 31 December 2024 are essentially all attributable to appropriated reserves. These may only be released to offset an accumulated loss, that would otherwise have to be reported in the company's annual financial statements in accordance with company law if free reserves are not available to cover it.
Share buy-back program for own shares
The annual general meeting of AUSTRIACARD HOLDINGS AG held on 30 June 2023 resolved on the authorization to implement a share buy- back program for own shares pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act, which was published on 30 June 2023. The management board shall be authorized for a period of 30 months from the date of the resolution of the annual general meeting in accordance with Sec 65 para 1 no 4 and 8 and para 1a and 1b AktG to acquire own shares of the Company with a statutory limit of up to 10% of the share capital. In accordance with the resolution of the annual general meeting held on 30 June 2023, the consideration to be paid per share when acquiring shares must (i) not be lower than € 1 (i.e., the calculated proportion of the share capital per share), and (ii) not be more than 20% above the volume-weighted average price of the last 20 trading days preceding the respective purchase.
Share buy-back program for own shares I
The share buy-back under the Share Buy-Back Program I started on 22 December 2023 and expired on 21 June 2024. In total under the Share buy-back program I, AUSTRIACARD HOLDINGS AG bought back 84.238 own shares at a weighted average price of € 5.94 per share. This corresponds to 0.2317% of the total share capital and the total price without incidental expenses of the repurchased shares was t€ 496,8.
Share buy-back program for own shares II
The management board of AUSTRIACARD HOLDINGS AG resolved on 28 June 2024 to implement a share buy-back program for own shares (Share Buy-Back Program II) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back Program II by resolution dated 28 June 2024. In total, under the Share Buy-Back Program II, AUSTRIACARD HOLDINGS AG bought back 278.064 own shares at a weighted average price of € 5,64 per share.This corresponds to 0.7649% of the total share capital. The total price without incidental expenses of the repurchased shares was t€ 1.562,8.
Share buy-back program for own shares III
The management board of AUSTRIACARD HOLDINGS AG resolved on 7 January 2025 to implement a share buy-back program for own shares (Share Buy-Back Program III) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back Program III by resolution dated 7 January 2025.
Authorized capital
At the Extraordinary General Meeting on 30 November 2022 the Management Board was authorized to increase the share capital with the approval of the Supervisory Board – also in several tranches – by 30.11.2027 an amount of up to t€ 8,431 by issuing up to 8,431,033 no-par- value bearer shares with voting rights against contribution in cash and/or in kind, whereby the issue price and the issue conditions shall be determined by the Management Board with the approval of the Supervisory Board. Furthermore the Management Board is with approval of the Supervisory Board authorized to fully or partly exclude the subscription rights of the shareholders (exclusion of the subscription rights) (i) if the capital increase is effected against cash contribution and the total portion of the Company’s share capital represented by the shares issued against cash contribution under exclusion of the subscription rights does not exceed 10% (ten percent) of the Company’s share capital at the time the authorization is granted, (ii) if the capital increase is effected against contribution in kind, or (iii) for the settlement of fractional amounts.
Annual Financial Report 2024 (translated)
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B. Other reserves, retained earnings and non-controlling interest
Other reserves include reserves from other comprehensive income, such as the reserve for currency translation differences, the revaluation reserve for land in accordance with IAS 16, revaluations of obligations from post-employment benefits to employees after deduction of deferred taxes in accordance with IAS 19 and the change in the cash flow hedge reserve after deduction of deferred taxes in accordance with IFRS 9. The reserve for share-based payments for management participation programmes ('equity-settled') is also included.
The retained earnings include the accumulated results for the period attributable to the shareholders less distributions made.
Non-controlling interests comprise minority interests in the equity of fully consolidated subsidiaries.
22. Capital management
The Group's policy is to maintain a strong capital base so as to maintain a high level of confidence of shareholders, creditors and the market, as well as to sustain future development of the business. Management monitors the return on capital and aims at a medium-term performance of dividends to shareholders.
The board of directors tries to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital base.
Group management monitors its capital using the following indicators:
•
Equity ratio (Net equity / Total assets): target value > 30%
•
Net debt / adjusted EBITDA: target value <3x
| 2024 | 2023 | |
| Equity ratio (Net Equity / Total Assets) | 37.4% | 33.3% |
| Net debt / adjusted EBITDA | 1.7 | 1.9 |
Annual Financial Report 2024 (translated)
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23. Loans and Borrowings
| in € thousand | 31/12/2024 | 31/12/2023 |
| Non-current financial liabilities | ||
| Secured bank loans | 87,450 | 88,992 |
| Unsecured bank loans | 1,976 | 2,496 |
| Lease liabilities | 11,835 | 10,944 |
| 101,261 | 102,432 | |
| Current financial liabilities | ||
| Secured bank loans | 10,876 | 11,100 |
| Unsecured bank loans | 1,008 | 1,574 |
| Lease liabilities | 4,213 | 3,766 |
| 16,097 | 16,440 | |
| Total | 117,358 | 118,872 |
As per 18 December 2023 AUSTRIACARD HOLDINGS AG has signed a € 186.6 million financing agreement, comprising of a revolving credit facility, term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led by Unicredit. As at the reporting date of 31.12.2024 € 99.2 million (2023: € 101.1 million) of this had been used. Part of the funds raised were used to refinance existing credit facilities at various subsidiaries of the Company, while the rest will be used for general corporate purposes and to finance the Company’s growth. This refinancing extends the debt maturity profile, while significantly simplifying its structure, enabling more flexibility to the Company to pursue its corporate strategy.
AUSTRIACARD HOLDINGS AG used in December 2024 for the revolving credit facility and the guarantee facility the contractually agreed extension option and extended those two facilities with one more year.
A. Terms and maturity
| Interest | ||||||
| rate | Nominal | Carrying | Carrying | |||
| fixed/ | interest rate | Year of | Amount | Amount | ||
| in € thousand | Currency | variable | range | maturity | 31/12/2024 | 31/12/2023 |
| Secured bank loans | EUR | variable | EURIBOR + Marge 1.55% | 2027-2028 | 20,500 | 26,600 |
| EUR | variable | EURIBOR + | 2028 | 78,723 | 74,492 | |
| Marge 1.95 – 2.05% | ||||||
| 99,223 | 101,092 | |||||
| Unsecured bank loans | EUR | variable | EURIBOR + 0.28% - 1.75% | 2026 | 1,000 | 1,500 |
| TRY | fixed | 4.75% | 2024 | 0 | 153 | |
| EUR | fixed | 1.53% | 2025 | 109 | 431 | |
| USD | variable | SOFR 6M + 2.00% | 2026 | 1,476 | 1,388 | |
| RON & EUR | fixed | 3.00% | 2025 | 399 | 599 | |
| 2,984 | 4,071 | |||||
| Total | 102,207 | 105,162 |
Securities have been provided for liabilities to banks in the amount of t€ 99,223 (2023: t€ 101,092). The material securities are pledges on shares in three subsidiaries as well as pledges on Intercompany receivables.
Annual Financial Report 2024 (translated)
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B. Lease liabilities
| Future minimum lease | Present value of minimum | |||||
| payments | Interest | lease payments | ||||
| in € thousand | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Less than one year | 4,944 | 4,353 | 737 | 587 | 4,207 | 3,766 |
| Between one and five years | 12,649 | 10,764 | 1,291 | 1,140 | 11,357 | 9,623 |
| More than five years | 509 | 1,418 | 25 | 98 | 484 | 1,320 |
| 18,102 | 16,535 | 2,054 | 1,825 | 16,048 | 14,710 | |
C. Reconciliation of loans and borrowings
| Secured | Unsecured | ||||
| Loans & | Loans & | ||||
| in € thousand | Borrowings | Borrowings | Bonds | Leasing | Total |
| 1 January 2024 | 100,092 | 4,071 | 0 | 14,710 | 118,872 |
| Proceeds from loans and borrowings | 9,232 | 0 | 0 | 0 | 9,232 |
| Repayment of loans and borrowings | (11,100) | (1,158) | 0 | 0 | (12,258) |
| Repayment of lease liabilities | 0 | 0 | 0 | (4,469) | (4,469) |
| Sum of changes due to cash flows | (1,868) | (1,158) | 0 | (4,469) | (7,495) |
| from financing activities | |||||
| Changes in exchange rate | 0 | 71 | 0 | 272 | 344 |
| Other non-cash changes | 102 | 0 | 0 | 525 | 628 |
| New lease liabilities | 0 | 0 | 0 | 5,814 | 5,814 |
| Interest expenses | 0 | 0 | 0 | (804) | (804) |
| 31 December 2024 | 98,326 | 2,984 | 0 | 16,048 | 117,358 |
| Secured | Unsecured | ||||
| Loans & | Loans & | ||||
| in € thousand | Borrowings | Borrowings | Bonds | Leasing | Total |
| 1 January 2023 | 46,410 | 29,915 | 10,988 | 10,914 | 98,226 |
| Proceeds from loans and borrowings | 100,092 | 7,814 | 0 | 0 | 107,905 |
| Repayment of loans and borrowings | (46,132) | (33,687) | (10,988) | 0 | (90,807) |
| Repayment of lease liabilities | 0 | 0 | 0 | (2,895) | (2,895) |
| Sum of changes due to cash flows | 53,959 | (25,874) | (10,988) | (2,895) | 14,203 |
| from financing activities | |||||
| Changes in exchange rate | (29) | (56) | 0 | (93) | (178) |
| Other non-cash changes | (248) | 86 | 0 | 221 | 59 |
| New lease liabilities | 0 | 0 | 0 | 6,974 | 6,974 |
| Interest expenses | 0 | 0 | 0 | (411) | (411) |
| 31 December 2023 | 100,092 | 4,071 | 0 | 14,710 | 118,872 |
Annual Financial Report 2024 (translated)
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24. Trade and other payables
| in € thousand | 31/12/2024 | 31/12/2023 |
| Trade payables | 43,807 | 43,649 |
| Social security | 2,217 | 1,957 |
| Wages and salaries payable | 854 | 1,109 |
| Accruals – personnel related | 4,407 | 4,187 |
| VAT payable and other taxes | 3,342 | 3,751 |
| Other non-financial payables | 1,312 | 1,641 |
| Other payables - non financial instruments | 12,132 | 12,646 |
| Dividends payable | 3 | 6 |
| Other financial payables | 6,576 | 5,746 |
| Other payables - financial instruments | 6,579 | 5,752 |
| Other payables | 18,711 | 18,398 |
| Total | 62,517 | 62,047 |
| Non-current | 1,726 | 81 |
| Current | 60,792 | 61,966 |
| Total | 62,517 | 62,047 |
Other financial liabilities include € 2.3 million (2023: € 2.2 million) in connection with the put option for the beneficiary's shares from the management participation program in a subsidiary, see also note 12. The increase of the non-current liabilities results primarily from contingent purchase price liabilities related to the acquisition of subsidiaries in 2024, see note 27.
Annual Financial Report 2024 (translated)
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Financial instruments
25. Financial instruments – Fair values and risk management
A. Accounting classifications and fair values
The financial instruments carried at fair value concern an investment in a quoted mixed fund consisting of a mix of securities and equity investments, interest rate swaps and interest collar/floor, contingent purchase price liabilities for acquisitions in financial year 2024 as well as liabilities from put option for the beneficiary's shares from the management participation program in a subsidiary. The fair value of all financial instruments approximates the carrying amount, the quoted mixed fund corresponds to Level 1 fair value, interest rate swaps and interest collar/floor correspond to Level 2 fair value, contingent purchase price liabilities and the put-option correspond to Level 3 fair value according to IFRS 13. For detailed information to put-option see note 12.E.ii., details on contingent purchase price liability can be found in note 27.
| 31 December 2024 | |||||
| At amortized | Non-financial | ||||
| in € thousand | cost | FVTPL | FVTOCI | instruments | Total |
| Assets | |||||
| Trade receivables | 45,297 | 0 | 0 | 0 | 45,297 |
| Other receivables | 3,764 | 232 | 853 | 7,471 | 12,320 |
| Cash and cash equivalents | 21,737 | 0 | 0 | 0 | 21,737 |
| Total | 70,799 | 232 | 853 | 7,471 | 79,355 |
| Liabilities | |||||
| Loans and borrowings | 117,358 | 0 | 0 | 0 | 117,358 |
| Trade payables | 43,807 | 0 | 0 | 0 | 43,807 |
| Other payables | 2,054 | 4,050 | 475 | 12,132 | 18,711 |
| Total | 163,219 | 4,050 | 475 | 12,132 | 179,876 |
Positive fair values of derivative financial instruments are recognised in other receivables at fair value through OCI. Derivative financial instruments with negative fair values are recognized at fair value through OCI in other payables.
| 31 December 2023 | |||||
| At amortized | Non-financial | ||||
| in € thousand | cost | FVTPL | FVTOCI | instruments | Total |
| Assets | |||||
| Trade receivables | 44,677 | 0 | 0 | 0 | 44,677 |
| Other receivables | 9,863 | 229 | 1,642 | 7,734 | 19,468 |
| Cash and cash equivalents | 23,825 | 0 | 0 | 0 | 23,825 |
| Total | 78,235 | 229 | 1,642 | 7,862 | 87,969 |
| Liabilities | |||||
| Loans and borrowings | 118,872 | 0 | 0 | 0 | 118,872 |
| Trade payables | 43,649 | 0 | 0 | 0 | 43,649 |
| Other payables | 3,461 | 2,221 | 69 | 12,646 | 18,398 |
| Total | 165,982 | 2,221 | 69 | 12,646 | 180,919 |
As of 31.12.2023, the positive fair values of the interest rate swaps are recognised in other receivables at fair value through OCI as in previous year. Interest rate swaps with negative fair values are recognized at fair value through OCI in other payables
Annual Financial Report 2024 (translated)
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i.
Derivative financial instruments and hedges
For risk management purposes, the Group holds interest rate swaps as well as interest collar and interest floor for material non-current financial liabilities, which are designated in hedging relationships to hedge cash flows. The variable amounts of these hedging instruments are linked to the Euribor or to ÖKB Refinancing Rate. The Group's derivative instruments are governed by contracts and preferably concluded with those banks with which the underlying financial liability exists.
The fair value of the hedging instruments is determined as the present value of the estimated future cash flows. Estimates of future cash flows from variable interest payments are based on quoted swap rates, future prices and interbank interest rates. The estimated cash flows are discounted using a yield curve constructed from a similar source that reflects the relevant comparative interbank interest rate as used by market participants in the pricing of interest rate swaps.
The hedging relationship may become ineffective if the nominal value of the underlying transactions falls below that of the derivative. If a hedging relationship is no longer effective, rebalancing must restore effectiveness. The Group's derivatives were fully effective as of 31.12.2024 and as of 31.12.2023, there was no rebalancing.
The following table shows the value of the derivative financial instruments held by the Group as of 31 December 2024. The financial instruments, which were recorded as a cash flow hedge, form a valuation unit with the secured loans:
| Nominal value | Fixed | Market value | ||||
| loan | interest | 31/12/2024 | ||||
| Financial institution | Derivative | Beginning | End | in € thousand | rate | in € thousand |
| Unicredit Bank Austria AG | Interest Rate Swap | 30/06/2020 | 31/03/2027 | 6,500 | 0.000% | 173 |
| Unicredit Bank Austria AG | Interest Rate Swap | 27/10/2021 | 30/09/2028 | 14,000 | 0.150% | 542 |
| National Bank of Greece SA | Interest Rate Swap | 30/12/2022 | 29/12/2028 | 2,800 | 0.685% | 103 |
| Raiffeisen Bank International AG | Interest Rate Swap | 29/12/2023 | 18/12/2028 | 20,000 | 2.740% | -235 |
| Raiffeisen Bank International AG | Interest Rate Collar | 16/01/2024 | 15/12/2028 | 25,000 | Floor 1.955% | |
| Cap 3.000% | -182 | |||||
| Raiffeisen Bank International AG | Interest Rate Floor | 16/01/2024 | 15/12/2028 | 25,000 | 0.000% | -58 |
Derivatives with positive market values are reported in the balance sheet as non-current other receivables, while derivatives with negative market values are reported as non-current financial liabilities.
The following table shows the value of the derivative financial instruments as of 31 December 2023, which were recorded as a cash flow hedge:
| Nominal | Fixed | Market value | ||||
| value loan | interest | 31/12/2023 | ||||
| Financial institution | Derivative | Beginning | End | in € thousand | rate | in € thousand |
| Unicredit Bank Austria AG | Interest Rate Swap | 30/06/2020 | 31/03/2027 | 9,100 | 0.000% | 419 |
| Unicredit Bank Austria AG | Interest Rate Swap | 27/10/2021 | 30/09/2028 | 17,500 | 0.150% | 1,001 |
| National Bank of Greece SA | Interest Rate Swap | 30/12/2022 | 29/12/2028 | 3,550 | 0.685% | 187 |
| Raiffeisen Bank International AG | Interest Rate Swap | 29/12/2023 | 18/12/2028 | 25,000 | 2.740% | -69 |
Derivatives with positive market values are reported in the balance sheet as non-current other receivables, while derivatives with negative market values are reported as non-current financial liabilities.
Annual Financial Report 2024 (translated)
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B. Risk Management
Risk management is coordinated at group level by the Board of Directors in close cooperation with Financial Directors of the Group’s segments. It is focused primarily on ensuring short and medium-term cash inflows and solvency. The Group has exposure to various risks arising from financial instruments. The main types of these risks are the following:
▪
Credit risk
▪
Liquidity risk
▪
Market risk
i.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are banks and utility companies with sound credit ratings, which reduces the Group’s overall credit risk. In order to further decrease credit risk the Group uses non-recourse factoring for certain customers. The carrying amount of financial assets and contract assets represents the maximum credit exposure.
Based on the empirical values of bad debts from five previous years, default probabilities are calculated in the Group, which, together with assumptions about future developments, are used to determine 'expected credit loss'.
| 31/12/2024 | 31/12/2023 | |||||
| Credit risk for Trade | ||||||
| receivables and Contract | Weighted | Gross | Impairment | Weighted | Gross | Impairment |
| assets | average loss | amount | loss | average loss | amount | loss |
| in € thousand | rate | 2024 | allowance | rate | 2023 | allowance |
| Current - not past due | 0.30% | 41,686 | (120) | 0.40% | 47,097 | (191) |
| Past due 1 - 29 days | 0.10% | 8,053 | (4) | 0.10% | 7,697 | (10) |
| Past due 30-59 days | 0.20% | 1,938 | (4) | 0.10% | 5,982 | (8) |
| Past due 60-89 days | 0.50% | 4,906 | (23) | 0.80% | 2,233 | (18) |
| Past due more than 90 days | 5,809 | (1,992) | 3,985 | (1,703) | ||
| Total | 62,392 | (2,143) | 66,993 | (1,930) | ||
For trade receivables and contract assets an expected credit loss is calculated if no specific valuation allowances were made.
| Allowance for impairment of Trade receivables and Contract assets | |
| in € thousand | |
| Balance at 1 January 2023 | (2,613) |
| Release of allowance | 641 |
| Disposal of allowance for amounts written off | 41 |
| Balance at 31 December 2023 | (1,930) |
| Additions to allowance | (243) |
| Disposal of allowance for amounts written off | 30 |
| Balance at 31 December 2024 | (2,143) |
Annual Financial Report 2024 (translated)
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ii.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The contractual maturities of long-term bank loans from new consortium loan agreement, which finalised the Group Refinancing on level of AUSTRIACARD HOLDINGS AG in December 2023, are contingent on the Group’s compliance with contractual covenants. The covenant mainly concern financial ratio Net Debt / EBITDA (leverage less than 3.5x), which is verified on a 6-months basis. Group management monitors ratios closely as in case of non-compliance, long-term loans could be called due by the lending financial institutions. Up do date agreed covenants have been complied without exception on all reporting dates.
The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and based on annual forecasts. Net cash requirements are compared to available borrowing limits, to identify surpluses or deficiencies in liquidity.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are undiscounted and include estimated interest payments.
| 31 December 2024 | Carrying | 1 year | More than | |||
| in € thousand | amount | Total | or less | 1–2 years | 2–5 years | 5 years |
| Secured bank loans | 98,326 | 102,590 | 12,932 | 11,928 | 77,730 | 0 |
| Unsecured bank loans | 2,984 | 3,161 | 1,168 | 1,994 | 0 | 0 |
| Lease liabilities | 16,048 | 18,117 | 4,948 | 4,125 | 7,245 | 1,799 |
| Trade payables | 43,807 | 43,807 | 43,807 | 0 | 0 | 0 |
| Other payables – financial instruments | 6,579 | 6,579 | 4,862 | 0 | 1,717 | 0 |
| 167,744 | 174,255 | 67,717 | 18,047 | 86,692 | 1,799 |
| 31 December 2023 | Carrying | 1 year | More than | |||
| in € thousand | amount | Total | or less | 1–2 years | 2–5 years | 5 years |
| Secured bank loans | 100,092 | 106,101 | 13,342 | 12,292 | 80,467 | 0 |
| Unsecured bank loans | 4,071 | 4,249 | 1,678 | 661 | 1,910 | 0 |
| Lease liabilities | 14,710 | 16,343 | 4,272 | 3,650 | 5,909 | 2,512 |
| Trade payables | 43,649 | 43,649 | 43,649 | 0 | 0 | 0 |
| Other payables – financial instruments | 5,752 | 5,752 | 5,683 | 69 | 0 | 0 |
| 168,273 | 176,094 | 68,624 | 16,672 | 88,286 | 2,512 |
iii.
Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Group is using derivative financial instruments to manage market risk.
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA). The currencies in which the Group’s transactions are denominated are mainly Euro and RON and to a lesser extent GBP (UK), USD (USA), TRY (Türkiye), PLN (Poland) and others.
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Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries in Romania, Türkiye, United Kingdom and Poland from functional (local) to presentation currency (Euro) and its incorporation in the Group’s financial statements.
Management continuously monitors the development of relevant foreign exchange rates for current or upcoming transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers and receiving invoices from suppliers as well as borrowing financial debt in the functional currency of the respective group component. As most costs of the Group accrue in Euro, the Group also aims at fixing to Euro sales prices of deliveries invoiced in local currency to the Euro. Where deemed necessary, the Group uses foreign currency derivatives to hedge future transactions, trade receivables and liabilities.
If exchange rates fluctuate within a range of +/- 10%, the profit or loss net of tax and equity net of tax of foreign currency companies would change as follows:
| Profit or loss net of tax | Equity, net of tax | |||
| in € thousand | Strengthening | Weakening | Strengthening | Weakening |
| 31 December 2024 | ||||
| RON (10% movement) | 796 | (651) | 4,270 | (3,493) |
| TRY (10% movement) | 294 | (241) | 408 | (334) |
| GBP (10% movement) | 474 | (387) | 1,248 | (1,021) |
| USD (10% movement) | (126) | 103 | (489) | 400 |
| 31 December 2023 | ||||
| RON (10% movement) | 700 | (573) | 3,672 | (3,004) |
| TRY (10% movement) | 221 | (181) | 145 | (118) |
| GBP (10% movement) | 364 | (298) | 880 | (720) |
| USD (10% movement) | (182) | 149 | (158) | 129 |
Interest rate risk
Financial assets are invested in bank deposits classified as cash and cash equivalents. The Group is essentially financed using borrowings and loans with variable interest rates which are mostly linked to the Euribor. If the Group would not use derivatives for hedging, interest charges would – given the same level of net debt – increase if the Euribor increases. Management continuously monitors the development of net debt and interest rates. The risk with fixed-interest financial instruments is that a negative market value adjustment may occur due to changes in interest rates. In the case of variable-interest financial instruments, the risk is that fluctuations in cash flow can have a negative impact on cash and cash equivalents and the ability to plan cash flows. In order to reduce the Group’s interest rate risk or long-term loans, interest rate swaps and collars have been concluded to change the variable interest to a fixed interest rates respectively to reduce the variability of interest costs in case of interest rate collars.
The interest rate risk sensitivity analysis focuses on the risk of floating-rate financial instruments. It is assumed that the variable-interest liabilities existing on the reporting date are outstanding for a full year. In the sensitivity analysis, a change of plus/minus 100 basis points is simulated in each case. This would have the following effects on the financial result:
| Profit or loss | Equity, net of tax | |||
| in € thousand | 100bp increase | 100bp decrease | 100bp increase | 100bp decrease |
| 31 December 2024 | (341) | 341 | (263) | 263 |
| 31 December 2023 | (523) | 523 | (403) | 403 |
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Other disclosures
26. List of Subsidiaries
| Residence | Participation | Participation | ||||
| Country | main office | percentage | percentage | Consolidation | Consolidation | |
| Company | 31.12.2024 | 31.12.2023 | method 2024 | method 2023 | ||
| AUSTRIACARD HOLDINGS AG | Austria | Vienna | Parent | Parent | Full | Full |
| AUSTRIA CARD-Plastikkarten | ||||||
| und Ausweissysteme | Austria | Vienna | 100.00% | 100.00% | Full | Full |
| Gesellschaft m.b.H. | ||||||
| e-commerce monitoring GmbH | Austria | Vienna | 100.00% | n/a | Full | n/a |
| INFORM LYKOS (HELLAS) S.A. | Greece | Korpia/Attica | 100.00% | 100.00% | Full | Full |
| TERRANE LIMITED | Cyprus | Nicosia | 100.00% | 100.00% | Full | Full |
| Inform Albania Sh.p.k. (in | Albania | Tirana | 75.50% | 75.50% | Full | Full |
| liquidation) | ||||||
| CLOUDFIN LTD | Cyprus | Nicosia | 61.50% | 61.50% | Full | Full |
| AUSTRIA CARD SRL | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| AUSTRIA CARD TURKEY KART | ||||||
| OPERASYONLARI ANONIM | Turkey | Istanbul | 92.00% | 93.00% | Full | Full |
| SIRKETI *) | ||||||
| INFORM LYKOS SA | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Next Docs ECM Expert S.R.L. | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Next Docs Confidential S.R.L. | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Cloudfin Single Member SA | Greece | Athen | 100.00% | 100.00% | Full | Full |
| TAG SYSTEMS SAU | Andorra | Andorra la | 100.00% | 100.00% | Full | Full |
| Vella | ||||||
| TAG SYSTEMS SMART | Torres de la | |||||
| SOLUTIONS S.L.U. | Spain | Alameda | 100.00% | 100.00% | Full | Full |
| (Madrid) | ||||||
| TAG Systems Sp z o.o. | Poland | Warsaw | 100.00% | 100.00% | Full | Full |
| TSG Norway AS | Norway | Nesna | 100.00% | 100.00% | Full | Full |
| United | Eatontown | |||||
| TAG SYSTEMS USA INC | States | (New | 60.00% | 60.00% | Full | Full |
| Jersey) | ||||||
| Tag Nitecrest Ltd (in liquidation) | United | Leyland | 100.00% | 100.00% | Non | Full |
| Kingdom | (Lancashire) | |||||
| TAG SYSTEMS UK LIMITED | United | Leyland | 100.00% | 100.00% | Full | Full |
| Kingdom | (Lancashire) | |||||
| LSTech Ltd | United | Milton | 100.00% | n/a | Full | n/a |
| Kingdom | Keynes | |||||
| LSTECH ESPAÑA S.L. | Spain | Barcelona | 100.00% | n/a | Full | n/a |
| TAG BIOMETRICS S.L. | Spain | Barcelona | 92.50% | 90.00% | Full | Full |
| ILRA POST HOLDING S.R.L. | Romania | Voluntari | 50.10% | 50.10% | Full | Full |
| ILRA PINK POST | Romania | Voluntari | 100.00% | 100.00% | Full | Full |
| OPERATIONS S.R.L. | ||||||
| SEGLAN S.L. | Spain | Madrid | 25.00% | 25.00% | At Equity | At Equity |
*) The company is already consolidated at 100% due to a put option of the non-controlling shareholder, see note 12.E.
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In business year 2024 the group of consolidated companies changed as follows:
| 31/12/2024 | 31/12/2023 | |
| As of beginning of the period – fully consolidated | 22 | 21 |
| Disposal because of liquidation | 0 | (1) |
| Disposal because of merger | 0 | (1) |
| Disposal because of final consolidation | (1) | 0 |
| Addition because of acquisition | 3 | 0 |
| Addition because of start-up | 0 | 2 |
| Addition because of change of consolidation method | 0 | 1 |
| As of end of the period – fully consolidated | 24 | 22 |
| As of beginning of the period – at equity consolidated | 1 | 1 |
| As of end of the period – at equity consolidated | 1 | 1 |
| As of end of the period - total | 25 | 23 |
| Not consolidated | 1 | 0 |
As of 31 May 2024 Tag Nitecrest Ltd, which is already in liquidation, was deconsolidated due to immateriality. The deconsolidation had no material effect on the consolidated financial statements.
100% of the shares in e-commerce monitoring GmbH, Austria, were acquired under a purchase and transfer agreement dated 12.01.2024, as a result of which this company was consolidated for the first time in January 2024.
On 30.04.2024, the Group acquired 100% of the shares in LSTech Ltd (UK), a research and data analysis company based in the UK, and its wholly owned Spanish subsidiary LSTECH ESPANA S.L. These two companies were consolidated for the first time in 2024.
27. Acquisition of subsidiaries
In January 2024 AUSTRIA CARD-Plastikkarten und Ausweissysteme GmbH, a subsidiary of the Company, acquired 100% of the shares in e- commerce monitoring GmbH (‘Global Trust’, Austria) for agreed purchase price of € 0.8m. In addition, there is an agreement on contingent purchase price of € 0.2m, calculated based on level of profit after tax at completion date of the deal. The acquired company is a recognized certification and trust service provider in accordance with European and Austrian regulations.
End of April 2024 the Group acquired all shares in LSTech Ltd. (UK) and its 100% subsidiary LSTech ESPANA S.L. (Spain), for purchase price of € 2.0m. The purchase price will be supplemented by an additional earn-out payment of up to € 3.4m to sellers in 2028, depending on the achievement of the contractually agreed EBITDA targets for the business of the LSTech companies cumulatively for the years 2024-2027. In 2024 closing this is shown as contingent purchase price liability and registered with a fair value as of 31 December 2024 of € 1.2m. The contingent purchase price liability includes the best possible estimate of the expected payment.
The acquisition of both companies is an important step for the Group, since it will expand the Group's product and service portfolio. The products and services of the acquired companies are expected to be sold not only to the customers of the newly acquired companies but also to existing and prospective customers of the Group. The employees of the acquired companies will strengthen the Group's expertise and thus enable the development and commercialization of new products and services in the area of Digital Transformation Technologies.
Initial consolidation in total resulted in recognition of a goodwill of € 0.5m, intangible assets of € 3,6m as well as related deferred tax liability of € 0.9m. In the interim financial report 2024 a preliminary consolidation difference of € 3.4m had been presented as a goodwill. During measurement period provisional amounts recognised at acquisition date were retrospectively adjusted per 31 December 2024 to reflect new information obtained about facts and circumstances that existed as of the acquisition date. This relates in particular to the identified intangible assets with a fair value of €3.6m, which are attributable to acquired software and customer relationships (see also further explanations in note 27.A.).
The Group incurred transaction costs of € 0.2m related to the business combinations implemented in 2024. The transaction costs are included in the Administrative expenses of the consolidated financial statements.
Since initial consolidation, the acquired companies have contributed € 0.9m to revenues and € 0.1m to EBITDA in 2024.
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A. Identifiable acquired assets and liabilities assumed, consideration transferred, goodwill
The acquired assets and liabilities, resulting from business combinations in 2024, were recognized in the consolidated financial statement at the following fair values as part of the initial consolidation:
| Fair values acquired | in € thousand |
| Intangible assets | 3,646 |
| Property, plant and equipment | 51 |
| Other long-term assets | 29 |
| Non-current assets | 3,726 |
| Inventories | 22 |
| Trade receivables | 88 |
| Other receivables | 514 |
| Cash and cash equivalents | 974 |
| Current assets | 1,598 |
| Deferred tax liabilities | (906) |
| Non-current liabilities | (906) |
| Current income tax liabilities | (100) |
| Trade payables | (41) |
| Other payables | (68) |
| Contract liabilities | (577) |
| Current liabilities | (786) |
| Net assets | 3,632 |
| Net assets acquired | 3,632 |
| Consideration transferred | 2,636 |
| Purchase price liability | 335 |
| Contingent purchase price liability | 1,141 |
| Total consideration | 4,112 |
| Goodwill | 480 |
| Net cash outflows related to the acquisition of subsidiaries and business | in € thousand |
| Consideration transferred | 2,636 |
| less cash acquired | (974) |
| Net cash outflows from subsidiaries and business acquired | 1,663 |
In the course of the purchase price allocation for the two business combinations, customer relationships amounting to t€ 748 and AI Software Modules amounting to t€ 2,898 were identified. The AI Software Modules constitute core AI components generated by LSTech companies, developed to enhance the Group’s technological capabilities. These AI Modules are expected to play a pivotal role in the future, generating new business revenues by enabling the creation of innovative solutions and attracting new revenue opportunities.
Intangible assets were measured using the “Multi-Period-Excess-Earnings” Method.
The contingent purchase price liability was measured at fair value at the time of acquisition. The contingent purchase price payment is subsequently measured at fair value with the change in value recognised through profit or loss.
The remaining goodwill corresponds to the expertise of the workforce of the acquired companies and, in the case of e-commerce monitoring GmbH in particular, the company's certified processes.
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28. Non-controlling interests (NCI)
As of 31.12.2024, the Group holds significant non-controlling interests in the subsidiaries CLOUDFIN Ltd. and TAG SYSTEMS USA Inc., presented in the following table:
| CLOUDFIN Ltd. | CLOUDFIN Ltd. | TAG SYSTEMS | TAG SYSTEMS | |
| USA Inc. | USA Inc. | |||
| in € thousand | 31.12.2024 | 31.12.2023 | 31.12.2024 | 31.12.2023 |
| NCI percentage | 38.50% | 38.50% | 40.00% | 40.00% |
| Non-current assets | 1,653 | 650 | 7,794 | 7,961 |
| Current assets | 5,687 | 5,429 | 3,178 | 3,691 |
| Non-current liabilities | (84) | (41) | (7,004) | (4,357) |
| Current liabilities | (2,672) | (2,206) | (8,370) | (10,321) |
| Net assets | 4,585 | 3,831 | (4,402) | (3,025) |
| Carrying amount of Non-controlling interests | 1,753 | 1,462 | (1,833) | (1,137) |
| Revenue | 3,522 | 5,152 | 19,291 | 17,695 |
| Profit (Loss) | 753 | 3,244 | (1,136) | (1,642) |
| Other comprehensive income | 0 | 0 | 0 | 0 |
| Total comprehensive income | 753 | 3,244 | (1,136) | (1,642) |
| Profit allocated to Non-controlling interests | 290 | 1,249 | (455) | (657) |
| Other comprehensive income allocated toNon-controlling | 0 | 0 | 0 | 0 |
| interests | ||||
| Cash flows from operating activities | 1,497 | 342 | (2,001) | 1,503 |
| Cash flows from investment activities | (1,172) | (331) | (60) | (1,290) |
| Cash flows from financing activities | (7) | 0 | 1,757 | (311) |
| Net increase (decrease) in cash and cash | 318 | 11 | (303) | (98) |
| equivalents |
29. Average number of employees
| 2024 | 2023 | |
| Average number of employees based on head-count during the period | 2,615 | 2,359 |
| thereof white collar employees | 779 | 854 |
| thereof blue collar employees | 1,837 | 1,506 |
30. Related parties
For the purpose of this report, related parties are defined as the members of the Supervisory Board and of the Management Board as well as their closely related persons, companies, subsidiaries, joint ventures and associates. Business transactions with related parties are carried out at ordinary arm’s length conditions.
i.
Changes in Management Board
End of March 2024 Mr. Panagiotis Spyropoulos stepped down from his position as Group Chief Executive Officer and Vice-Chairman of the management board of the Company. At the same time previously Deputy Group Chief Executive Officer, Mr. Emmanouil Kontos, was appointed Vice-Chairman of the management board and Group Chief Executive Officer.
Mr. Spyropoulos also was participant in the management participation program of AUSTRIACARD HOLDINGS AG, previously holding 22.7% of the share options in the program. His claims arising from the program up to 30 March 2024 are vested and shown within reserve for share- based payments in Equity.
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ii.
Transactions with members of the Management Board
Directors of the Company control 73.1% of the voting shares of the ultimate Parent Company per 31 December 2024. Nikolaos Lykos holds a majority stake and can exercise control over the Group. Jon Neeras, member of the management board, and his related parties exercise direct control in Norwegian company “Aktiv Vekst AS“. No other members of key management personnel hold positions in other companies that result in them having direct control or significant influence over these companies. No post-employment benefits exist.
With regard to management participation programs, see Note 12.E.
Key management personnel compensation is as following:
| in € thousand | 2024 | 2023 |
| Short-term employee benefits | 3,444 | 2,772 |
| Management participation programs (long-term) | 2,908 | 2,583 |
| 6,352 | 5,355 |
Short-term employee benefits include expenses for severance payments for the former Group CEO Panagiotis Spyropoulos amounting to t€ 280.
With regard to long-term remuneration of the Management Board from management participation programs, please refer to note 12.E.i for Manolis Kontos, Jon Neeraas and Markus Kirchmayr, and refer to note 12.E.ii for management participation program for Burak Bilge.
iii.
Transactions with members of the Supervisory Board
In 2024 Mr. Michael Butz, member of the Supervisory Board, invoiced t€ 88 for consulting services to the Group. In same period of previous year 2023 there have been no transactions with members of the Supervisory Board. In 2024 remunerations of t€ 227 (2023: t€ 27) were granted to the Supervisory Board, no advance payments or loans were granted.
iv.
Transactions with associated companies
As of the balance sheet date 31.12.2024, there was investment in one immaterial associated company. No transactions were carried out with the associate in 2024 as well as in previous year.
31. Auditor’s fees
Expenses for services rendered by the Group auditor (including the international network in terms of section 271b UGB) comprised the following:
| in € thousand | 2024 | 2023 |
| Audit of consolidated and annual financial statements | 499 | 486 |
| Other confirmation and consulting services | 158 | 70 |
| 657 | 556 |
32. Subsequent events
The management board of AUSTRIACARD HOLDINGS AG resolved on 7 January 2025 to implement a further share buy-back program for own shares (Share Buy-Back Program III) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023, see note 21.
There were no other significant subsequent events after the balance sheet date.
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Accounting policies
33. Changes in accounting policies
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union
The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB), adopted by the European Union, and their application is mandatory from or after 01/01/2024.
| Standard | Effective date*) | Material impact | |
| on consolidated financial | |||
| statements | |||
| IAS 1 | Amendments to IAS 1: Classification of Liabilities as | 01/01/2024 | No |
| Current or Non-current, Non-current Liabilities with | |||
| Covenants | |||
| IFRS 16 | Amendments to IFRS 16 Leases: Lease Liability in a | 01/01/2024 | No |
| Sale and Leaseback | |||
| IAS 7 and | Amendments to IAS 7 Statement of Cash Flows and | 01/01/2024 | No |
| IFRS 7 | IFRS 7 Financial Instruments: Disclosures: Supplier | ||
| Finance Arrangements |
*) Applicable to financial years beginning on or after the indicated date
34. Significant accounting policies
The Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements.
A. Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Inter-company transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. At the date of acquisition the Group recognizes separately from goodwill, the recognized assets acquired, the liabilities incurred and any non-controlling participations to the merged subsidiary. The recognized assets and the liabilities incurred should satisfy the definitions of assets and liabilities in the Framework of Preparation and Presentation of Financial Statements at the date of acquisition, in order to fulfil the criteria of recognition by the acquisition method. The Group measures the transferred assets and the liabilities incurred at fair values at the date of acquisition. The consideration transferred in return for the acquisition is measured at fair value, which is calculated as the sum of fair value at the date of assets transferred by the Group, the liabilities incurred if any to the previous owners and participation rights issued by the Group.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
Non-controlling interests are initially measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Puttable or fixed-term equity interests in subsidiaries with put options held by non-controlling interests represent financial liabilities for the Group. Such liabilities are initially recognized at fair value in accordance with IFRS 9. Irrespective of whether the non-controlling shareholders are currently the beneficial owners of the shares or not, the initial consolidation is carried out as an early acquisition, i.e. the shares covered by the put option are allocated to the Group from the beginning as if the right had already been exercised. Subsequently, the liability from the put option is measured at fair value through profit or loss on each reporting date.
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B. Foreign currency
The items of financial statements of the Group companies are measured based on the currency of economic environment, in which each company operates (functional currency). The financial statements are presented in Euro which is the functional currency and the presentation currency of the parent company.
i.
Foreign currency transactions
The Group companies record foreign currency business transactions using the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate in effect on the reporting date. Foreign currency differences are generally recognized in profit or loss.
ii.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro using the average exchange rate in effect at the date of transaction. Gain and losses on foreign currency translation are recognized in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.
C. Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it transfers control over a good or service to a customer. The recognition of major categories of revenues is as follows:
•
Sales of made-to-order / customer-specific goods
The Group has determined that for made-to-order card- and paper products, the customer controls all of the work in progress as the products are being manufactured. This is because under those contracts card- and printed products are made to a customer’s specification and if a contract is terminated by the customer, then the Group is entitled to reimbursement of the costs incurred to date, including a reasonable margin. Invoices are issued according to contractual terms and are usually payable within 30 – 45 days. Uninvoiced amounts are presented as contract assets.
Revenue and associated costs are recognised over time – i.e. before the goods are delivered to the customers’ premises. Progress is determined based on the cost-to-cost method.
•
Sales of merchandise
Customers obtain control of products that are not produced but resold by the Group to the customer only when the goods are delivered to the agreed location. Invoices are generated at that point in time. Invoices are usually payable within 30 to 45 days. Revenue is recognised when the goods are delivered to the location agreed with the customer.
•
Sales of services rendered
Revenue arising from services is recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to be provided.
D. Employee benefits
i.
Pensions or similar obligations
A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to publicly or contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is recognized.
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The liability recognized in the balance sheet in respect of defined benefit plan is the present value of the benefit obligation as at balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions on post-benefit employment plans are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs are recognized immediately in the income statement.
ii.
Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
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iii.
Management participation programs
Share-settled share based payments
The fair value at the grant date of share-based payment arrangements to employees is recognized as an expense with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the relevant service conditions and non-market performance conditions are expected to be satisfied, so that the final amount recognized as an expense is based on the number of awards that satisfy the relevant service conditions and non-market performance conditions at the end of the vesting period. For share-based payment awards with non-vesting conditions, the fair value is determined at the grant date taking into account these conditions; no adjustment is required for differences between expected and actual outcomes.
Cash settled share based payments
The fair value of the amount payable to employees in respect of stock appreciation rights that are settled in cash is recognized as an expense with a corresponding increase in the liability over the period in which the employees become unconditionally entitled to those payments. The liability is remeasured at each reporting date and at the settlement date based on the fair value of the stock appreciation rights to be settled. Any changes in the liability are recognized in profit or loss.
E. Government grants & subsidies
Research premiums are provided by governments to give incentives for companies to perform technical and scientific research. These research premiums are presented in Other income in the income statements as when companies that have qualifying expenses can receive such premiums in the form of a tax credit irrespective of taxes ever paid or ever to be paid. These premiums are included in ‘Trade and other receivables’. The Company records the benefit of this premium only when all qualifying research has been performed and the Group has obtained sufficient evidence from the relevant government authority that the premium will be granted.
At the same time, the research premiums represent government grants for capitalized expenses for internal development. The Group deducts the research premiums from the cost of internal development.
F. Income tax
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
i.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years.
ii.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
•
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
•
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
Deferred tax assets remaining after netting with deferred tax liabilities are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
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G. Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, these inventories are reclassified to contract assets. Cost of inventories does not include any financial expenses.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Appropriate allowance is made for damaged, obsolete and slow moving items. Write-downs to net realizable value and inventory losses are expensed in other expenses in the period in which the write-downs or losses occur.
H. Property, plant and equipment
Land and buildings used for operations and administrative purposes, are presented in the balance sheet at their revaluated values, less their accumulated depreciation and, if any, impairment following the Revaluation method as per IAS 16.
When the carrying amount of land or buildings is increased by a re-adjustment, this increase will be recorded in the statement of comprehensive income and then accumulated to equity as a readjustment surplus. In case the accounting value of buildings or land is reduced in the future following a readjustment, this reduction will be recorded in the statement of comprehensive income up to the amount of the existing credit balance of readjustment surplus. Any excess of impairment loss over this surplus will be recorded in the income statement.
The remaining categories of tangible assets are measured at historical cost less accumulated depreciation and, if any, accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is calculated using the straight-line method over their estimated useful lives. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| Years | |
| Buildings | 20-50 |
| Plant, machinery, other equipment | 3-20 |
I. Intangible assets and goodwill
| Element | Measurement |
| Goodwill | Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated |
| impairment losses. Occurred impairment losses are excluded from reversal. | |
| Customer relations | Customer relationships are part of the assets acquired through business combinations of the |
| Group. The fair value was recognized under the income approach using the multi-period excess | |
| earnings method. | |
| Subsequent to initial recognition, the Group measures the above assets at cost less | |
| accumulated depreciation and any impairment losses. | |
| Research and development expenses | Expenditure on research activities is recognized in profit or loss as incurred. |
| Development expenditure is capitalized only if the expenditure can be measured reliably, the | |
| product or process is technically and commercially feasible, future economic benefits are | |
| probable and the Group intends to and has sufficient resources to complete development and | |
| to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to | |
| initial recognition, development expenditure is measured at cost (less deductible research | |
| premium) less accumulated amortization and any accumulated impairment losses. | |
| Other intangible assets | Other intangible assets, including software licenses that are acquired by the Group and have |
| finite useful lives are measured at cost less accumulated amortization and any accumulated | |
| impairment losses. |
Amortization is calculated using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Goodwill is not amortized but tested (at least) annually for impairment according to IAS 36. An impairment test is also carried out annually for capitalized development costs that have not yet been depreciated.
The estimated useful lives for current and comparative periods are as follows:
| Years | |
| Development costs | 2-5 |
| Software licenses | 5-10 |
| Customer contracts | 7-15 |
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Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an impairment indicator is identified, the fair value of the non-financial asset is appraised – if necessary by an external appraiser – and compared with the carrying amount. If the carrying amount exceeds the fair value, impairment is recognized. If an impairment test for a non-financial asset is not possible at the level of the individual asset, the test is carried out for the CGU to which this asset belongs.
J. Financial instruments
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss and financial assets at amortized cost.
i.
Non-derivative financial assets and financial liabilities – Recognition, measurement and derecognition
The Group initially recognizes receivables and debt securities issued on the date when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the Group is recognized as a separate asset or liability.
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
ii. Non-derivative financial assets – Classification and subsequent measurement
| Element | Measurement |
| Financial assets at fair value through profit | Net gains and losses, including any interest or dividend income, are recognised in profit or loss. |
| or loss | |
| Financial assets at amortized cost | These assets are subsequently measured at amortised cost using the effective interest method. |
| The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains | |
| and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is | |
| recognised in profit or loss. |
iii.
Non-derivative financial liabilities – Measurement
Non-derivative financial liabilities are initially recognized at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.
K. Share capital
(a) Ordinary shares are classified as equity. Share capital represents the value of company’s shares in issue. Any excess of the fair value of the consideration received over the par value of the shares issued is recognized as “share premium” in shareholders’ equity. (b) Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
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L. Impairment
i.
Non-derivative financial assets
The Group recognizes loss allowances for ECLs on financial assets measured at amortised cost and contract assets. The Group measures loss allowances at an amount equal to lifetime ECLs. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information based on the Group’s experience and informed credit assessment.
The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.
ii.
Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss.
They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
M. Leases
At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. Then the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values.
For lease contracts according to IFRS 16 lease term is determined as the non-cancellable period of a lease, together with both, periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
At the commencement date, a right-of-use asset and a lease liability is recognised. Lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the group uses the lessee’s incremental borrowing rate. At the commencement date, the right-of-use asset is measured at cost. The cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, as well as any lease payments made at or before the commencement date (less any lease incentives received), any initial direct costs incurred by the lessee, and an estimate of potential restoration costs. After the commencement date, the-group measures the right-of-use asset applying a cost model. The depreciation requirements of IAS 16 are applied.
According to IFRS 16.5 the group elects not to apply IFRS 16 to short-term leases and leases for which the underlying asset is of low value (< about EUR 5.000,-). Lease payments associated with those leases are recognised directly as an expense.
Subsequent measurement of the lease liability is done by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. Right-of-use assets and lease liabilities shall be reassessed if one of the following cases occurs: 1. change in lease payments, 2. change in lease term, 3. change in the assessment of an option to purchase the underlying asset, or 4. change in the amounts expected to be payable under a residual value guarantee. At the effective date of the modification, the lessee has to remeasure the present value of the lease liability and the carrying amount of the right-of-use asset. Any gain or loss relating to the partial or full termination of the lease should be recognised in profit or loss. The remeasurement has to be done with a revised discount rate only in case of changes in lease term, changes in the assessment of the option to purchase the underlying assets or if the change in lease payments is due to floating interest rates. A lessee shall account for a lease modification as a separate lease if the modification increases the scope of the lease by adding the right to use one or more underlying assets, and if the consideration for the lease increases by an adequate amount.
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N. IAS 29 Financial Reporting in hyperinflation economies
IAS 29 is to be applied when the functional currency of a company is that of a country with pronounced high inflation. Like in previous year, this concerns a subsidiary in Türkiye, as the cumulative three-year inflation rate has led to Turkey's classification as a hyperinflationary country within the meaning of IAS 29. IAS 29 requires the adjustment of affected financial statements by applying a general price index:
- Monetary items of the balance sheet are not adjusted.
- Non-monetary items of the balance sheet that are measured at cost are adjusted to the price changes that occurred in the financial year before translation into Group currency on the basis of an appropriate price index to measure purchasing power.
- All items in the statement of comprehensive income and all components of equity are also adjusted on the basis of suitable price indices.
- Gains or losses from the net position of monetary items are reported in the financial result of the consolidated income statement.
- Prior-year figures have not been adjusted in accordance with IAS 21.42 (b).
35. New Standards and Interpretations that have not been applied yet or have not been adopted by the
European Union
The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB) but have not been applied yet or have not been adopted by the European Union:
| Standard | Effective date*) | Material impact | |
| expected on consolidated | |||
| financial statements | |||
| IAS 21 | Amendments to IAS 21 The Effects of Changes in | 01/01/2025 | No |
| Foreign Exchange Rates: Lack of Exchangeability | |||
| IFRS 9 und | Amendments to IFRS 9 and IFRS 7: Classification and | 01/01/2026 | No |
| IFRS 7 | Measurement of Financial Instruments | ||
| IFRS 9 und | Amendments to IFRS 9 and IFRS 7: Contracts | 01/01/2026 | No |
| IFRS 7 | Referencing Nature-dependent Electricity | ||
| diverse | Annual Improvements Volume 11 | 01/01/2026 | No |
| IFRS 18 | Presentation and Disclosure in Financial Statements | 01/01/2027 | Yes |
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 01/01/2027 | No |
*) Applicable to financial years beginning on or after the indicated date
On April 9, 2024, the International Accounting Standard Board (IASB) published the new accounting standard IFRS 18 - Presentation and Disclosure in Financial Statements. IFRS 18 will replace the previous standard IAS 1 - Presentation of Financial Statements. It is intended to improve the presentation of financial information and make financial statements more transparent and easier to compare. Companies need to apply IFRS 18 for financial years beginning on or after January 1, 2027 - with a corresponding retrospective adjustment of the comparative period.
IFRS 18 introduces a new structure for the income statement with mandatory subtotals. IFRS 18 also requires additional disclosures in the notes, one of which relates to management-defined performance measures (MPMs). These are performance measures communicated publicly by management outside the consolidated financial statements that are not specified by IFRS accounting standards. IFRS 18 therefore brings significant changes for all companies. It is not yet possible to present the potential impact on AUSTRIACARD HOLDINGS AG.
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92
Vienna, 12 March 2025
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Vice Chairman & Group CEO
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
Annual Financial Report 2024 (translated)
93
Annual financial report 2024 (translated)
AUDITOR’S REPORT
Report on the Consolidated Financial Statements
Audit Opinion
We have audited the consolidated financial statements of
AUSTRIACARD HOLDINGS AG, Vienna,
and of its subsidiaries (the Group) comprising the consolidated statement of financial position
as of December 31, 2024, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the fiscal year then ended and the notes to the consolidated financial statements.
Based on our audit the accompanying consolidated financial statements were prepared in
accordance with the legal regulations and present fairly, in all material respects, the assets and
the financial position of the Group as of December 31, 2024 and cashflows and its financial
performance for the year then ended in accordance with the International Financial Reportings
Standards (IFRS) as adopted by EU, and the additional requirements under Section 245a
Austrian Company Code UGB.
Basis for Opinion
We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following "EU
regulation") and in accordance with Austrian Standards on Auditing. Those standards require that
we comply with International Standards on Auditing (ISA). Our responsibilities under those
regulations and standards are further described in the "Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements" section of our report. We are independent of the Group
in accordance with the Austrian General Accepted Accounting Principles and professional
requirements and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained until the date of this auditor’s
report is sufficient and appropriate to provide a basis for our opinion by this date.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the consolidated financial statements of the fiscal year. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We considered the following matter as key audit matter for our audit:
Key Audit Matter
How our audit addressed the key audit
matter
Recoverability of goodwill
We examined management‘s assessment of the
recoverability of goodwill. Our audit procedures
The book value of goodwill amounts to
included, among others, the following:
EUR 30.6 million as of December 31, 2024.
• Assessment of the design and effectiveness
According to IFRS, goodwill is subject to an
of controls in the valuation process;
impairment test at least annually.
• Evaluation of the determination of the cash
The impairment test conducted by management
generating units (CGUs);
indicated that there is no need for impairment
• Reconciliation of the cash flows used in the
for those cash-generating units to which goodwill
valuation model with the budget for 2025
is allocated.
and Mid Term Plan for 2026-2027 approved
by the supervisory board;
The assessment of the recoverability of goodwill
• Involvement of our valuation specialists to
requires judgement, in determining whether
analyze and assess the design of the
there is an impairment need and the amount of
valuation model and the goodwill acquired
such an impairment.
during the fiscal year in connection with the
The main risk relates to management’s estimates
acquisition of subsidiaries, as well as to
of future cash flows and discount rates, which
assess the reasonableness of the planning
are used to assess the recoverability.
assumptions, discount rates and growth
The disclosures related to the goodwill and the
rates used in the valuation model;
• Check the mathematical accuracy of the
related impairment test are included in Notes 3.
Use of judgments and estimates, 16. Intangible
valuation model;
assets and goodwill, 27. Acquisition of
• Assess the adequacy of the disclosures in
subsidiaries and 34. Significant accounting
the financial statements.
policies.
95
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Other Information
Management is responsible for the other information. The other information comprises the
information included in the annual financial report, but does not include the consolidated
financial statements, the Group's management report and the auditor’s report thereon. The
annual financial report is estimated to be provided to us after the date of the auditor's report.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, to consider whether the other information is
materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated.
Responsibilities of Management and of the Audit Committee for
the Consolidated Financial Statements
Management is responsible for the preparation of the consolidated financial statements in
accordance with IFRS as adopted by the EU, and the additional requirements under Section 245a
Austrian Company Code UGB for them to present a true and fair view of the assets, the financial
position and the financial performance of the Group and for such internal controls as management
determines are necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Group’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 management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Group’s financial reporting process.
96
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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s 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 the EU regulation
and in accordance with Austrian Standards on Auditing, which require the application of ISA,
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.
As part of an audit in accordance with the EU regulation and in accordance with Austrian
Standards on Auditing, which require the application of ISA, we exercise professional judgment
and maintain professional scepticism throughout the audit.
We also:
•
identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
•
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
97
Annual financial report 2024 (translated)
•
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continueas a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the consolidated financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• plan and conduct the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Group to express an opinion
on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the audit procedures in respect to the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
98
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Report on Other Legal and Regulatory Requirements
Comments on the Management Report for the Group
Pursuant to Austrian Generally Accepted Accounting Principles, the management report for the
Group is to be audited as to whether it is consistent with the consolidated financial statements
and as to whether the management report for the Group was prepared in accordance with the
applicable legal regulations.
Management is responsible for the preparation of the management report for the Group in
accordance with Austrian Generally Accepted Accounting Principles.
We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the
management report for the Group.
Opinion
In our opinion, the management report for the group was prepared in accordance with the valid
legal requirements, comprising the details in accordance with section 243a UGB (Austrian
Company Code), and is consistent with the consolidated financial statements.
Statement
Based on the findings during the audit of the consolidated financial statements and due to the
thus obtained understanding concerning the Group and its circumstances no material
misstatements in the management report for the Group came to our attention.
Additional information in accordance with article 10 EU regulation
We were elected as auditors by the ordinary general meeting at July 9, 2024. We were
appointed as auditors by the Supervisory Board on the October 23, 2024. We are auditors
without cease since 2023.
We confirm that the audit opinion in the Section "Report on the consolidated financial
statements" is consistent with the additional report to the audit committee referred to in
article 11 of the EU regulation.
We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were
provided by us and that we remained independent of the audited company in conducting the
audit.
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Responsible Austrian Certified Public Accountant
The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.
Vienna, March 12, 2025
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Erich Lehner mp
Mag. Katharina Schrenk mp
Wirtschaftsprüfer / Certified Public Accountant
Wirtschaftsprüferin / Certified Public Accountant
100
Annual financial report 2024 (translated)
Declaration by all legal representatives pursuant to § 124 (1) 3 Stock Exchange
Act (BörseG)
We confirm that to the best of their knowledge, the consolidated financial statements,
prepared in accordance with the applicable financial reporting standards, present a true and
fair view of the assets, financial position and results of operations of the group and that the
group report of the management board presents the the situation of the group in such a
manner so as to present a fair and true view of the assets, financial position and results of
operations and also describes the major risks and uncertainties to which the group are
exposed.
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Deputy Chairman of the Management Board
Member of the Management Board
Group CEO and Regional Executive Vice
Regional Executive Vice President (EVP) W/E,
President (EVP) DACH, CEE/SEE
Nordics, UK and USA
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
Regional Executive Vice President (EVP)
Group CFO
Middle East, Africa (MEA) and Türkiye
101
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG
Single Financial Statements 2024
in accordance with the Austrian Commercial Code (UGB)
102
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/1
Statement of Financial Position as of
31 December 2024
Assets
31/12/2024
31/12/2023
EUR
EUR'000
A. Fixed assets
I. Intangible assets
Software
22,905
1
22,905
1
II. Tangible assets
1. Land and buildings
35,000
35
2. Other equipment
18,391
1
3. Prepayments and plant under construction
33,200
0
86,591
36
III. Financial assets
1. Investments in affiliated companies
112,952,421
110,782
2. Loans to affiliated companies
84,498,668
0
3. Other investments
34,050
34
197,485,139
110,816
197,594,635
110,853
B. Current assets
I. Accounts receivable
1. Accounts receivable from affiliated
companies
1,655,637
92,986
thereof non-current
0
81,988
2. Other receivables
330,130
416
thereof taxes
305,238
239
thereof non-current
0
0
1,985,766
93,402
II. Cash in banks
1,992,159
1,097
3,977,925
94,499
C. Prepaid expenses
236,990
346
D. Deferred tax assets
405,684
369
202,215,234
206,067
103
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/2
Liabilities and Shareholder`s equity
31/12/2024
31/12/2023
EUR
EUR'000
A.
Shareholder's equity
I. Share capital
36,353,868
36,354
Own shares
-362,302
0
Issued share capital
35,991,566
36,354
II. Additional paid-in capital
1. Appropriated
33,033,279
33,033
2. Unappropriated
53 000
53
33,086,279
33,086
III. Reserve for share-based payment
12,316,802
10,004
IV. Taxed reserves
1. Statutory reserve
7,000
7
2. Other reserves
0
0
3. Reserves in connection with own shares
362,302
0
369,302
7
V. Net profit
14,016,262
20,245
thereof profit carried forward
17,715,802
26,665
95,780,210
99,696
B.
Provisions
1. Tax provisions
36,703
152
thereof deferred tax provisions
4,013
57
2. Other provisions
1,932,801
2,065
1,969,504
2,217
C.
Liabilities
1. Bank loans
99,241,711
101,092
thereof current
11,108,665
11,100
thereof non-current
88,133,046
89,992
2. Accounts payable
414,401
278
thereof current
414,401
278
3. Liabilities to affiliated companies
4,005,394
2,295
thereof current
4,005,394
2,295
4. Other liabilities
804,014
489
thereof from taxes
281,293
66
thereof due to social security
112,865
55
thereof current
804,014
489
104,465,520
104,153
thereof current
16,332,474
14,162
thereof non-current
88,133,046
89,992
202,215,234
206,067
104
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2024
2024
2023
EUR
EUR'000
1. Revenues
3,554,969
1,371
2. Other income
a) Other other income
72,338
359
72,338
359
3. Personnel expenses
a) Salaries
-5,722,464
-3,431
b) Expenses for social security
-445,703
-230
thereof contributions to employee provision funds
-40,404
-11
thereof expenses for statutory social security and
payroll related taxes and contributions
-405,298
-219
-6,168,166
-3,661
4. Amortization, depreciation and impairment charges
a) of intangible assets and equipment
-8,694
-23
-8,694
-23
5. Other operating expenses
a) Taxes other than income taxes
-148,057
-95
b) Sundry
-4,178,084
-11,357
-4,326,141
-11,452
6. Subtotal from line 1 to 5 (Operating result)
-6,875,693
-13,406
105
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2024
2024
2023
EUR
EUR'000
6. Subtotal from line 1 to 5 (Operating result)
-6,875,693
-13,406
7. Income from investments
6,865,000
4,351
thereof from affiliated companies
6,865,000
4,351
8. Other interests and similar income
5,815,717
445
thereof from affiliated companies
5,815,590
381
9. Expenses from financial assets
-1,385,185
-3,255
thereof impairment
-1,385,185
-3,255
thereof from affiliated companies
-1,385,185
-3,255
10. Interest and similar expenses
-6,117,905
-1,442
11. Subtotal from line 7 to 10 (Financial result)
5,177,628
99
12. Loss before tax
-1,698,066
-13,306
13. Income taxes
58,220
-66
thereof deferred taxes
90,085
-64
14. Merger result
0
7,722
15. Reorganization-related transfer of a result from
previous periods
0
-769
16. Loss of the year
-1,639,845
-6,419
17. Profit carried forward from prior period
17,715,802
26,665
18. Allocation to taxed reserves
-2,059,695
0
19. Net profit
14,016,262
20,245
106
Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8, 1230 Vienna
107
Annual financial report 2024 (translated)
Notes to the financial statements for the financial year
2024
1.
General
The management of the Company prepared the financial statements in accordance with
the regulations of the Austrian Commercial Code ("Unternehmensgesetzbuch", "UGB").
The Company is a large corporation in accordance with Section 221 UGB and a five-fold
Company in accordance with Section 271a par. 1 UGB.
2. Accounting principles
2.1. General
The financial statements were prepared in accordance with generally accepted
accounting principles in Austria to give a true and fair view of the Company’s assets,
liabilities, financial position and results.
The principle of completeness was adhered to.
The items in the financial statements were valued by applying the going concern
assumption.
Assets and liabilities were valued individually on an item-by-item basis.
The principle of prudence was adhered to by recognizing revenue only if realized at the
end of the reporting period. All identifiable risks and potential losses, which arose in 2024
or in a prior period, were taken into account.
The income statement is presented in the nature of expense method.
There have been no changes to the accounting principles applied in prior years.
108
Annual financial report 2024 (translated)
2.2. Intangible assets
Intangible assets are only recognized when they are purchased and are measured at
cost less amortization and impairment charges, if any. Internally developed intangible
assets and low value items (individual acquisition costs of up to EUR 1,000.00) are
expensed when acquired.
Amortization expense is calculated on a straight-line basis by applying the following
useful life:
Years
Percentage
Software
5
20
An impairment loss is recognized to adjust the carrying amount to its lower fair value
as of the reporting date, if the decrease in value is expected to be permanent. In 2024,
no impairment charge was recognized (prior year: EUR 0k).
2.3. Tangible assets
Tangible assets are measured at acquisition or production costs less scheduled
amortization and impairment charges, if any. Low value items (individual cost below
EUR 1,000.00) are expensed in the year of purchase. In accordance with income tax
regulations, additions in the first half of the year are subject to a full year's depreciation,
and additions in the second half-year, are subject to a half-year's depreciation.
109
Annual financial report 2024 (translated)
Depreciation is calculated straight-line based on the following useful lives:
Years
Percentage
Buildings
10 - 40
2.5 - 10
Plant and equipment
3 - 5
20 - 33
An impairment charge is recognized to adjust the carrying amount of an item of tangible
assets to its lower fair value as of the reporting date, if the decrease in value is expected
to be permanent. No impairment charge was recognized for 2024 (prior year: EUR 0k).
2.4. Financial assets
Financial assets are valued at acquisition costs. An impairment loss is recognized to
adjust the carrying amount to its lower fair value as of the reporting date, if the decrease
in value is expected to be permanent.
As of 31.12.2024 loans, granted to affiliated companies in connection with the group
refinancing from 18 December 2023, amounting to EUR 85,883,853 were allocated to
„Loans to affiliated companies“ in Financial assets. In the previous year, these loans
were recognized as Accounts receivable from affiliated companies. Loans or loan
tranches due within the next twelve months have a carrying amount of EUR 9,400,000
(previous year: EUR 0k)
Loans to affiliated companies are measured at cost. If a decrease in value is significant
and permanent, an impairment charge is recognized. Impairment losses to a lower fair
value as at the reporting date are recognized if the impairment is expected to be
permanent.
As of 31.12.2024, an impairment loss of EUR 1,385,185 was recognized on the loan to
TAG Biometrics SL. Further details are included in the section 3.2.4 "Expenses from
financial assets". In the previous year, the write-downs on financial assets amounted to
EUR 3,255 k.
Reversals of impairment losses on non-current assets are recognized when the reasons
for the impairment loss no longer apply. No write-ups were made in the financial year.
110
Annual financial report 2024 (translated)
2.5. Receivables and other assets
Receivables and other assets are recognized at their nominal values.
Individual impairments are made for identifiable risks. Currency translation takes place
at the time of the transaction using the current exchange rate. As of the balance sheet
date, receivables are valued at the closing rate, given the closing rate is lower than the
rate at the time the receivable incurred
2.6. Current and deferred income tax
Deferred taxes are recognized in accordance with Section 198 par. 9 and par. 10 UGB
by applying the balance sheet liability method and the current income tax rate of 23%
(prior year: 23%). Deferred taxes are not discounted and are not recognized on tax loss
carry-forwards.
2.7. Provisions
Other provisions are recognized taking into account the principle of prudence reflecting
all apparent risks identified up to the date of preparation of the financial statements and
all liabilities contingent with respect to amount or occurrence. The amounts recognized
represent management's best estimate.
2.8. Liabilities
Liabilities are recognized at their repayment amounts.
2.9. Foreign currency translation
The reporting currency is the Euro. Receivables denominated in foreign currencies are
measured at the lower of the transaction rate and buying rate as of the end of the
reporting period. Liabilities denominated in foreign currencies are measured at the higher
of the transaction rate and selling rate as of the end of the reporting period. In the case
of currency forwards, the items are measured at the agreed forward rate. No forward
exchange contracts were concluded in 2024.
111
Annual financial report 2024 (translated)
3. Notes on the statement of financial position
and income statement
3.1. Notes on the statement of financial position
For the development of assets we refer to Appendix 1.
3.1.1. Financial assets
Investments in affiliated companies
The disclosures on equity and the result of the last financial year of the affiliated
companies are the values according to the Group Reporting Package as at
December 31, 2024.
Name
Registered Equity
Share of equity Net Profit/Loss of
office
the most recent
financial year
AUSTRIA
CARD-
Vienna
EUR 84,380,617
100.00%
EUR 12,910,892
Plastikkarten
und
Ausweissysteme
Gesellschaft m.b.H.
(ACV)
INFORM
LYKOS
Koropi
EUR 15,158,184
99.99%
EUR 3,780,535
HELLAS SA (ILG)
(GR)
CLOUDFIN LTD
Nicosia
EUR 4,584,510
61.50%
EUR 753,212
(CY)
TERRANE LTD
Nicosia
EUR 16,663,093
100.00%
EUR 1,446,495
(CY)
INFORM ALBANIA
ALL (3,839,695)
75.50%
ALL (5,496,097)
Tirana (AL)
Sh.pk
LSTech Ltd
Milton
GBP 197,344
100,00%
GBP (20,641)
Keynes
(UK)
112
Annual financial report 2024 (translated)
Other investments
Since 2022, in addition ACAG holds a 3% minority stake in the Greek company
'COMPETENCE CENTER I4byDESIGN PRIVATE COMPANY' in connection with a
research project.
3.1.2. Receivables and other assets
Receivables from affiliated companies amount to EUR 1,655,637 (prior year:
EUR 92,986k). Thereof EUR 361,020 (prior year: EUR 1,384k) relate to current service
charges and EUR 1,294,616 to other receivables. In previous year intercompany loans
amounting to EUR 91,468k were presented under Accounts receivable from affiliated
companies. As of 31.12.2024, these loans are reported under Loans to affiliated
companies under Financial assets.
3.1.3. Deferred tax assets
Deferred tax assets were recognized as at the balance sheet date for temporary
differences between the tax base and the carrying amount under company law for the
items below. For 2024, deferred taxes were calculated using the corporate income tax
rate of 23%, or 22% if these relate to the branch based in Greece.
31.12.2024 31.12.2023
EUR
TEUR
Fixed assets (22%)
811,851
810
Intangible assets (22%)
0
2
Investments (22%)
456,380
301
Borrowing costs (23%)
515,654
538
Vacation Provisions (23%)
13,174
0
Other long-term provisions (22%)
18,405
0
Long-term personnel provisions (22%)
4,515
2
Amount total differences
1,819,979
1,653
Thereof deferred taxes as of 31 Dec
405,684
369
113
Annual financial report 2024 (translated)
Movement of deferred tax assets:
2024
2023
EUR
TEUR
As of 01 Jan
369,006
0
Carrying amount transfer from merger
0
198
Reorganization-related transfer of a result from
previous periods
0
177
Changes affecting net income of the financial year
36,678
-6
As of 31 Dec
405,684
369
The deferred tax expense of EUR 90,085 reported in the income statement includes the
change in deferred tax assets of EUR 36,678 as well as the change in deferred tax
liabilities of EUR 53,407.
3.1.4. Shareholder’s equity
The following table shows the development of the shareholder's equity:
Additional
Reserve for
Share
Taxed
paid-in
share-based
Net Profit
Total
capital
reserves
capital
payment
EUR
EUR
EUR
EUR
EUR
EUR
As of 31 December 2023
36,353,868 33,086,279
10,004,000
7,000 20,245,325 99,696,472
Purchase of own shares
(362,302)
(1,697,393) (2,059,695)
Assignment to taxed
reserves
2,059,695 (2,059,695)
Dividend distribution
(3,626,963) (3,626,963)
Share-based payment
2,312,802
1,097,440 3,410,242
Loss of the year 2024
(1,639,845) (1,639,845)
As of 31 December 2024
35,991,566 33,086,279
12,316,802
369,302 14,016,262 95,780,210
114
Annual financial report 2024 (translated)
Share capital
The share capital of EUR 36,353,868.00 is divided into 36,353,868 no-par value shares,
each of which participates in the share capital to the same extent.
Authorized capital
At the Extraordinary General Meeting on November 30, 2022, the Management Board
was authorized, with the approval of the Supervisory Board, to increase the company's
share capital by up to EUR 8,431,033 until November 30, 2027 - also in several tranches
- by issuing a total of up to 8,431,033 bearer shares with voting rights against cash and/or
non-cash contributions, whereby the issue price and the issue conditions are determined
by the Management Board with the approval of the Supervisory Board. The Management
Board is also authorized, with the approval of the Supervisory Board, to exclude
shareholders' subscription rights in whole or in part (exclusion of subscription rights) (i)
if the capital increase is made against cash contributions and the total calculated
proportion of the company's share capital attributable to the shares issued against cash
contributions excluding subscription rights does not exceed the limit of 10% (ten percent)
of the company's share capital at the time the authorization is granted, (ii) if the capital
increase is made against contributions in kind or (iii) for the settlement of fractional
amounts.
Buyback program for own shares
The annual general meeting of AUSTRIACARD HOLDINGS AG held on 30 June 2023
resolved on the authorization to implement a share buy-back program for own shares
pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act, which was
published on 30 June 2023. The management board shall be authorized for a period of
30 months from the date of the resolution of the annual general meeting in accordance
with Sec 65 para 1 no 4 and 8 and para 1a and 1b AktG to acquire own shares of the
Company with a statutory limit of up to 10% of the share capital. In accordance with the
resolution of the annual general meeting held on 30 June 2023, the consideration to be
paid per share when acquiring shares must (i) not be lower than EUR 1 (i.e., the
calculated proportion of the share capital per share), and (ii) not be more than 20% above
the volume-weighted average price of the last 20 trading days preceding the respective
purchase.
115
Annual financial report 2024 (translated)
Share buy-back program for own shares I
The share buy-back under the Share Buy-Back Program I started on 22 December 2023
and expired on 21 June 2024. In total under the Share buy-back program I,
AUSTRIACARD HOLDINGS AG bought back 84,238 own shares at a weighted average
price of EUR 5.94 per share. This corresponds to 0.2317% of the total share capital and
the total price without incidental expenses of the repurchased shares was EUR thousand
496,8.
Share buy-back program for own shares II
The management board of AUSTRIACARD HOLDINGS AG resolved on 28 June 2024
to implement a share buy-back program for own shares (Share Buy-Back Program II) on
the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian
Stock Corporation Act of the annual general meeting held on 30 June 2023, which was
published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG
approved the implementation of the Share Buy-Back Program II by resolution dated 28
June 2024. In total, under the Share Buy-Back Program II, AUSTRIACARD HOLDINGS
AG bought back 278,064 own shares at a weighted average price of EUR 5.64 per share.
This corresponds to 0.7649% of the total share capital. The total price without incidental
expenses of the repurchased shares was EUR 1.562,8k.
The buy-back own shares is presented within Equity in the positions I Share capital and
IV Taxed reserves. The nominal value and the purchase price of the acquired own shares
are presented separately. To cover an otherwise negative reserve, the amount of
EUR 2,059,695 has been allocated from the profit carried forward to Taxed reserves.
116
Annual financial report 2024 (translated)
3.1.5. Provisions
The tax provisions mainly relate to the corporation tax provision in the amount of
EUR 32,690 (previous year: EUR 59k) as well as deferred tax provisions of EUR 4,013,
recognized in profit or loss in the financial year 2024 at a tax rate of 22 % of the branch
office on the prepaid expenses.
Other provisions mainly relate to personnel provisions amounting to EUR 1,240,364
(previous year: EUR 1.354k) as well as to provisions for outstanding incoming invoices
for auditing and consulting expenses.
3.1.6. Liabilities
On December 18, 2023, AUSTRIACARD HOLDINGS AG signed a financing agreement
for EUR 186.6 million with a consortium of 10 European banks led by Unicredit,
comprising a revolving credit facility, loan tranches and a guarantee facility with terms of
3 to 5 years. Some of the funds raised were used to refinance existing credit facilities of
the company and various subsidiaries, while the remainder will be used for general
corporate purposes and to finance the company's growth. As at December 31, 2024, the
loans drawn down from the total volume amounted to EUR 99,241,711 (previous year:
EUR 101,092k).
Liabilities to banks have a remaining term of three to five years.
Liabilities to affiliated companies amount to EUR 4,005,394 (previous year: EUR 2,295k),
thereof EUR 3,908,775 are related to cash pooling (previous year: EUR 0), EUR 96,620
to ongoing services charges (previous year: EUR 569k) and EUR 0 from other liabilities
(previous year: EUR 1,727k).
Collateral and contingent liabilities
Collateral has been provided for liabilities to banks in the amount of EUR 99,241,711.
The collateral in rem mainly consists of share pledge agreements for the shares in three
subsidiaries and the pledging of intercompany receivables that AUSTRIACARD
HOLDINGS AG has granted to the Group companies from this financing.
In connection with customer projects, the Company holds 2 contingent liabilities
(performance guarantees) for the total amount of EUR 195,288 (previous year: EUR 0k).
117
Annual financial report 2024 (translated)
3.1.7. Derivative financial instruments
Derivative financial instruments are recognized in the following items in the statement of
financial position:
book value
book value
Item in
31.12.2024 31.12.2023
statement of
Fair value
EUR
EUR
Financial instrument
financial position
EUR
Interest rate swap NBG
Off-balance sheet 103,156.45
0.00
0.00
Interest rate swap RBI
Off-balance sheet -235,056.97
0.00
0.00
Interest rate collar RBI
Off-balance sheet -181,584.13
0,00
0,00
Interest rate floor RBI
Off-balance sheet
-58,470.66
0,00
0,00
The interest rate swap is designed as a hedging instrument to hedge against interest
rate risks. It forms a valuation unit with the underlying bank loan with variable interest
rates based on the 6-month Euribor. The hedging period for the interest rate swap NBG
started on December 30, 2022 and ends on December 29, 2028 and relates to the
hedging of the 6-month-Euribor which amounts 0.685% per annum, the interest rate
swap RBI started on December 22, 2023 and ends on December 18, 2028 and relates
to the hedging of the 6-month-Euribor which amounts 2.740% per annum.
In 2024, an Interest rate collar RBI and an Interest rate floor RBI were designated as
further hedging instruments. These also form a valuation unit with the underlying bank
loan with variable interest rates based on the 3-month Euribor. The hedging period for
both instruments starts on January 16, 2024 and ends on December,18 2028. The
interest rate collar secures an interest rate floor of 1.955% and an interest rate cap of
3.000%. With the interest floor, an interest rate of 0.000% is also fixed as the floor rate
in the event that the Euribor falls below zero.
According to AFRAC statement 15 “Accounting of derivatives and hedging instruments
under company law”, no provision for contingent losses is recognized for derivative
financial instruments that have a negative fair value on closing date and that serve to
hedge interest payments in relation to financial liability of the company as long as
opposing cash flows that affect P&L can be expected with a probability close to certainty.
Receivables for contingent gains are not recognized as well. The “Critical Term Match”
is used to determine the effectiveness of the hedging relationship.
118
Annual financial report 2024 (translated)
The interest rate swap NBG designated as hedging instruments had a positive market
value of EUR 103,156 (prior year: EUR 187k) as of the reporting date, the interest rate
swap RBI had a negative market value of EUR 235,057 (prior year: EUR 69k) which
were not recognised in the balance sheet. The hedging instruments newly designated in
2024 have negative market values of EUR 181,584 (Interest rate collar) and EUR 58,471
(Interest rate floor) as of the reporting date, which were also not recognized in the
balance sheet.
119
Annual financial report 2024 (translated)
3.2. Notes to the income statement
3.2.1. Revenues
AUSTRIACARD HOLDINGS AG generated revenue of EUR 3,554,969 (prior year:
EUR 1.371k) from the charging of management fees in the 2024 financial year.
3.2.2. Personnel expense and employees
An amount of EUR 40,404 (prior year: EUR 11k) was paid to the employee provision
funds.
Prior
2024
Number of employees
year
White-collar workers
16
21
3.2.3. Other operating expenses
Other operating expenses include, in particular, the expenses from share-based
payment described in section 4.2 amounting to EUR 1,999,248 (previous year:
EUR 8,520k) for entitled management members employed in subsidiaries, expenses for
third-party services amounting to EUR 1,961,826 (previous year: EUR 1,491k) and
expenses for legal advice amounting to EUR 217,010 (previous year: EUR 465k).
Expenses for the audit of the financial statements for the fiscal year are included in the
notes to the consolidated financial statements.
120
Annual financial report 2024 (translated)
3.2.4. Expenses from financial assets
In the financial year 2024 the business of the affiliated company TAG Biometrics SL has
been transferred to the affiliated company TAG Systems UK Ltd. TAG Biometrics SL will
subsequently be liquidated. As part of this transfer, AUSTRIACARD HOLDINGS AG has
revalued receivables and impaired intercompany loans with TAG Biometrics SL by EUR
1,385,185. The valuation was carried out on the basis of the expected cash inflow at the
parent company level, taking into account the costs of liquidation.
3.2.5. Income tax
On December 01, 2015, the Company established a tax group and signed a tax
allocation agreement. Head of the tax group is AUSTRIACARD HOLDINGS AG and the
only member of the tax group is AUSTRIA CARD-Plastikkarten und Ausweissysteme
Gesellschaft m.b.H. Tax equalization within the Group is achieved through positive and
negative tax allocations amounting to 23 % of the tax result.
AUSTRIACARD HOLDINGS AG has to pay no tax expense for the entire Group for the
2024 assessment year (previous year: EUR 78k).
121
Annual financial report 2024 (translated)
4. Other disclosures
4.1. Officers of the Company
During the financial year, the following persons were members of the Management
Board:
Mr. Nikolaos Lykos
Mr. Panagiotis Spyropoulos (till 20 March 2024)
Mr. Emmanouil Kontos
Mr. Jon Neeraas
Mr. Burak Bilge
Mr. Markus Kirchmayr
The remuneration of the members of the Management Board in the financial year 2024
paid by the Company amounted to:
Short-term payments: EUR 2,101,056 (previous year: EUR 885k)
Long-term payment (Stock Option Plan): EUR 2,626,953 (previous year: EUR 2,305k)
The participants in the management participation program described in section 4.2 also
include members of the Management Board of AUSTRIACARD HOLDINGS AG, with
Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr 9.4% of
the options. The former board member Panagiotis Spyropoulos originally held 22.7% of
options, which were further reduced to 12.7% due to the early departure of Mr.
Spyropoulos from the program.
In 2024, the following persons were members of the Supervisory Board:
Mr. Petros Katsoulas
Chairman
Mr. John Costopoulos
vice-Chairman
Mr. Martin Wagner
member
Mr. Michael Butz
member
Mr. Anastasios Gabrielides member
122
Annual financial report 2024 (translated)
In 2024 Mr. Michael Butz, member of the Supervisory Board, invoiced EUR 88k to the
Group for consulting services. In the same period of the previous year 2023, there were
no transactions with members of the Supervisory Board.
In 2024, the Supervisory Board was granted remuneration of EUR 227k (2023:
EUR 27k); no advances or loans were granted.
123
Annual financial report 2024 (translated)
4.2. Management Participation Programs
Per 30 June 2023, the management participation programs for members of the Group's
senior management which were valid for the period 2022 to 2025 (Digital Security -
management participation program = “DS program”, and Information Management –
management participation program = “IM program”) and that had previously existed at
the level of the subsidiaries INFORM P. LYKOS HOLDINGS S.A. (ILG), in 2023 merged
into the parent company, and AUSTRIA CARD Plastikkarten und Ausweissysteme
GmbH, Vienna (ACV), were merged and consolidated at the level of AUSTRIACARD
HOLDINGS AG (ACAG).
As part of this consolidated program, participants will be able to receive up to 8% of the
Company's shares in the following year, depending on the consolidated result in the 2025
financial year. In principle, the management participation program must be fulfilled with
the transfer of shares in the Company, but it also grants the Company the option to fulfill
the program in whole or in part with cash. The Management Board assumes that the
program will indeed be filled with shares and that the program was therefore classified
as an equity-settled program.
The following terms and conditions form the basis of the promised consolidated
management participation program:
The total number of options to be granted depends on the return on invested capital
('ROIC') achieved in the 2025 financial year. The ROIC is determined by comparing the
fair value of the Group as at 31 December 2025 with the defined fair value as at
31 December 2020. The fair value is calculated using a defined formula based on the
audited consolidated financial statements for the financial year 2025. The formula
corresponds to a simplified company valuation based on an EBITDA multiple less net
debt of the Group. The 8% Options of the share capital in the table below are based on
the assumption that all initial participants do not leave the management participation
program prematurely.
Options in % of share capital
Minimum yearly net ROIC
0.0%
< 8.4%
1.6%
8.4%
3.2%
11.8%
4.8%
14.9%
6.4%
17.6%
8.0%
20.1%
124
Annual financial report 2024 (translated)
Starting on 1 January 2022, the options will vest at 1/48 part at the end of each month
until 31 December 2025, whereby the number of options granted will not be determined
until 2026 and may also be 0. If program participants leave the Group as defined 'Bad
Leaver' before the end of 2025, they will lose all options. If program participants leave
the Group as ‚Good Leaver‘, they will retain the options that have vested, but the
remaining options that have not yet vested will be cancelled without consideration.
Between 31 December 2023 and 31 December 2024 three participants of
AUSTRIACARD HOLDINGS AG management participation program 2022 – 2025 left
the Group’s senior management. All of them were classified as “good leaver” according
to the program and therefore generally retain their entitlement to the options already
earned at the time of their departure. As a result, total number of Company’s shares that
participants of the program will be able to receive declined from 8% per 31 December
2023 to 6.08% per 31 December 2024.
The participants in the management participation program also include members of the
Management Board of AUSTRIACARD HOLDINGS AG, whereof Panagiotis
Spyropoulos, previously holding 22.7% of the options, left the Group in March 2024 and
is one of those “good leavers”. One participant of the program who left in April 2024 also
as “good leaver” waived his entitlements with respect to the program without
compensation. As a result, the remuneration entitlement of TEUR 1,097 earned up to the
date of departure and recognised as personnel expense was reclassified within equity
from other reserves to retained earnings. The vesting of future entitlements is no longer
possible for persons who have left the program.
The other participants in the consolidated management participation program who have
not yet left include members of the Management Board of AUSTRIACARD HOLDINGS
AG, with Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr
holding 9.4% of the options. The Group assumes that no further participants will leave
the management participation program 2022-2025.
125
Annual financial report 2024 (translated)
4.3. Consolidated financial statements
The Company's consolidated financial statements are filed with the company register in
Vienna under reg.no. FN 352889f. These financial statements represent the ultimate
group financial statements.
4.4. Significant events after the reporting date
The management board of AUSTRIACARD HOLDINGS AG resolved on 7 January 2025
to implement a share buy-back program for own shares (Share Buy-Back Program III)
on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian
Stock Corporation Act of the annual general meeting held on 30 June 2023, which was
published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG
approved the implementation of the Share Buy-Back Program III by resolution dated
7 January 2025. There were no other significant events after the balance sheet date.
4.5. Dividend distribution
The Management Board plans to propose to the Annual General Meeting to distribute a
dividend of EUR 0.11 per dividend-bearing share from the balance sheet profit.
126
Annual financial report 2024 (translated)
Vienna, 12 March 2025
Management Board
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Vice Chairman & Group CEO
Board member
Burak Bilge m.p.
Markus Kirchmayr m.p.
Board member
Board member
127
Annual financial report 2024 (translated)
(translated)
AUSTRIACARD HOLDINGS AG, Vienna
Annex 1
to the Notes
Fixed assets schedule for the financial year 01.01.2024 - 31.12.2024
Acquisition or production costs
Accumulated amortization
Net carrying amount
As of
As of
As of
As of
Book value
Book value
1.1.2024
Additions
Disposal
31.12.2024
1.1.2024
Additions
Disposal
31.12.2024
31.12.2024
31.12.2023
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
I. Intangible assets
Software
292,621
25,450
921
317,150
291,699
3,467
921
294,245
22,905
922
292,621
25,450
921
317,150
291,699
3,467
921
294,245
22,905
922
II. Tangible assets
1. Land and buildings
225,196
0
0
225,196
190,196
0
0
190,196
35,000
35,000
2. Other equipment
51,091
22,810
0
73,901
50,283
5,227
0
55,510
18,391
808
3. Prepayments and plant under construction
0
33,200
0
33,200
0
0
0
0
33,200
0
276,287
56,010
0
332,297
240,479
5,227
0
245,706
86,591
35,808
III. Financial assets
1. Investments in affiliated companies
114,283,017
2,170,412
0
116,453,429
3,501,008
0
0
3,501,008
112,952,421
110,782,009
2. Loans to affiliated companies
0
85,883,853
0
85,883,853
0
1,385,185
0
1,385,185
84,498,668
0
3. Other investments
34,050
0
0
34,050
0
0
0
0
34,050
34,050
114,317,067
88,054,265
0
202,371,332
3,501,008
1,385,185
0
4,886,193
197,485,139
110,816,059
114,885,975
88,135,725
921
203,020,779
4,033,186
1,393,879
921
5,426,144
197,594,635
110,852,789
128
Annual financial report 2024 (translated)
Management report 2024
1. Business development and financial situation
AUSTRIACARD HOLDINGS AG was established on September 29, 2010 as a holding
company. The Company is the parent company of the AUSTRIACARD Group since
2014. As such, the Company manages the Group's activities, provides management
services for group companies and supports the further development of the Group's
portfolio of digitalization solutions.
Business development
In March 2023, the corporate restructuring that started in 2022 was completed with the
cross-border merger of the Company with the subsidiary INFORM P. LYKOS
HOLDINGS S.A., Athens/Greece, ("ILG") and with the cross border technical listings at
the stock exchanges in Athens and Vienna. As part of the restructuring, a Group-wide
agreement for the provision of management services was concluded in June 2023. As
management services were invoiced for the full year in the 2024 financial year and
additional staff was hired in the Company for this purpose, the Company's revenue
increased to EUR 3,555k (previous year EUR 1,371k). Personnel expenses amounted
to EUR 6,168k in 2024 (previous year: EUR 3,661k), which corresponds to an increase
of EUR 2,507k. This increase is mainly due to the strengthening and bundling of the
management capabilities of AUSTRIACARD HOLDINGS Group in the Company and
relates to additional non-cash personnel expenses of EUR 530k for the existing
management participation program. On the other hand, research projects that had
started in 2023 were completed, which is why the number of research staff employed for
this purpose was reduced again, thus curbing the increase in personnel expenses.
Other operating expenses decreased by EUR 7,126k from EUR 11,452k to EUR 4,326k
in 2024. This decrease is due in particular to the normalization (reduction of EUR -
6,521k) of non-cash expenses for participants in the existing management participation
program employed by subsidiaries. Savings in purchased services also contributed to
the cost reduction.
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The operating result therefore increased by EUR 6,530k from EUR -13,406k to
EUR -6,876k. The increase in the operating result is mainly due to the lower expenses
for the management participation program (EUR -5,991k) and savings on purchased
services.
Income from investments amounted to EUR 6,865k in 2024 (previous year: EUR 4,351k)
and relates to dividends received from subsidiaries. Other interest and similar income
increased by EUR 5,371k to EUR 5,816k and mainly relates to interest income from
loans granted to subsidiaries in connection with the group refinancing in December 2023.
In the financial year 2024, an impairment loss of EUR 1,385k was recognized on loans
to the subsidiary TAG Biometrics S.L., Spain. In the previous year, expenses from
financial assets amounted to EUR 3,255k. Interest expenses increased from EUR 1,442k
in the financial year 2023 to EUR 6,118k due to the in Euribor and higher average as a
result of the Group refinancing in December 2023. The financial result therefore
increased to EUR 5,178k (previous year: EUR 99k). Due to the higher operating and
financial result, Loss before taxes decreased to a loss of EUR -1,698k compared to a
loss of EUR -13,306k in 2023.
The loss of the year for 2024 amounted to EUR -1,640k after considering income taxes,
while the loss for the 2023 financial year amounted to EUR -6,419k after considering the
merger result.
As a result of the acquisition of 100% of the shares in LSTech Ltd (UK), Investments in
affiliated companies increased from EUR 110,782k to EUR 112,952k as at 31.12.2024.
LSTech specializes in the development of innovative applications that enable large public
and private organizations to unlock the true potential of their data. Their expertise lies in
capturing, processing and analyzing complex information, and transforming it into clear,
actionable insights that enable intelligent decision making. LSTech's focus on data
analytics solutions in the banking, telecommunications and utilities sectors, combined
with expertise in big data and machine learning, makes the company a perfect fit for the
Group’s growth strategy. In addition, loans to affiliates in the amount of EUR 85,884k
were reclassified from Accounts receivable from affiliated companies to Loans to
affiliated companies in financial assets. After taking into account the impairment of the
loans to TAG Biometrics S.L., Spain, Loans to affiliated companies increased to
EUR 84,499k (previous year: EUR 0k).
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Receivables from affiliated companies decrease due to this reclassification from
EUR 92,986k as at December 31, 2023 to EUR 1,656k. Total assets therefore decreased
all in all from EUR 206,067k to EUR 202,215k.
Equity decreased from EUR 99,696k to EUR 95,780k due to the net loss for the year,
the dividend distribution of EUR 3,627k and the acquisition of treasury shares amounting
to EUR 2,060k, since this reduction was only partially offset by the recognition of
expenses from the management participation program amounting to EUR 3,410k in
equity. The equity ratio decreased from 48.4% to 47.4%.
Provisions decreased from EUR 2,217k to EUR 1,970k due to lower tax provisions and
lower personnel provisions. Liabilities increased from EUR 104,153k to EUR 104,466k,
which is primarily due to higher liabilities to affiliated companies (EUR +1,710k) in
connection with the introduction of group cash pooling in the financial year 2024 and
higher other liabilities (EUR +316k). The increase was dampened by the reduction in
liabilities to banks in the amount of EUR -1,850k.
Branches
In the past financial year there was a branch in Thessaloniki, Greece. The branch
conducted research projects mainly in the field of IoT in 2023 which were completed in
2024, and provided services to affiliated entities, particularly in the area of finance. At
the end of the year 2024, the branch had 5 employees (previous year: 14) and revenues
of EUR 770k (previous year: 338k). Otherwise, there were no branches.
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Performance indicators
Euro values in EUR thousands
2024
2023
2022
Financial performance indicators
Operating result
-6,876
-13,406
-1,833
Financial result
5,178
99
245
Equity ratio in %
47.4%
48.4%
87.8%
(Equity / Total capital)
Working Capital
-4,915
-3,811
-3,913
(Current assets minus current liabilities)
132
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2. Research & Development
In the 2023 financial year, the Company's branch carried out two European research
projects in the area of the Internet of Things ("IoT"). One project focused on developing
a Wireless Detection and Decision Support System to maintain the consumption security
of vulnerable products during transportation and storage. It addresses challenges in
supply chains, particularly for perishable goods, utilizing adaptive wireless sensors,
secure APIs, and a decision support platform. The project aims to improve the
consumption security of perishable products with a focus on data integrity. A second
project aimed to establish a remote monitoring system for infrastructure, focusing on
proactive surveillance, cost reduction, workforce optimization, and operational efficiency.
The goal is to enhance maintenance by providing timely fault diagnosis and preventive
surveillance. Both projects were completed at the beginning of 2024.
Research and development expenses amounted to EUR 101k in 2024 (previous year:
EUR 713k).
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3. Future development and risks
Future development
The company is expected to generate similar revenue and operating costs in 2025,
meaning that the negative operating result is also expected to be in a similar range. As
the decline in interest rates will affect both interest expenses and interest income and
since dividends are expected to be similar, the financial result is also expected to be
similar to 2024. Excluding the non-cash expenses from the management participation
program, the Executive Board expects a positive annual result.
Significant risks and uncertainties
As the Group parent company and holding company, the Company is dependent on the
timely repayment of loans, interest and dividend payments and the settlement of trade
receivables by the Group subsidiaries in order to service existing and future obligations.
To ensure this, the Company acts as an active management holding company with the
aim of limiting risks exclusively to unavoidable risks and monitoring the effects of these
risks in order to limit the overall risk. Therefore, risk management is a fundamental part
of our planning process and the implementation of our strategy. Risk policies and internal
control and risk management were determined by management and are apparent in our
monthly reporting. Monthly results are closely analyzed; adequate measures to manage
risks are determined and monitored in management meetings.
The Management Board is responsible for the Group’s risk management, defines the risk
policy which is generally characterized by a conservative approach and sets the
framework for Group-wide risk management. Following the listing of the Group and
based on a history of effectively managing risks and opportunities, the Management
Board has implemented the following formalized risk process in order to ensure
compliance with the Austrian Corporate Governance Code. There is a focus on risk
prevention and risk reduction which are, as far as economically justifiable, achieved by
appropriate control measures and complemented by the Group’s insurance program.
Each risk area that is considered to be significant is assigned to a risk area officer with
relevant expertise who is responsible for analyzing, assessing, controlling, and
monitoring the respective risks. Thus, the risk management process does not take place
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in an isolated way, but as an integral part of the organization and its procedures. The
identified risks are evaluated in terms of potential damage and probability of occurrence
before as well as after taking safeguarding and steering measures.
For each risk that is identified and considered to be significant for the Group, specific
control, steering and safeguarding measures are determined, taking into account the
Group-wide risk policy, in order to manage the respective risk. These measures are
continuously evaluated and developed or amended. They are oriented towards
improving the Group’s risk position, however without restricting possible opportunities.
If any of the risks outlined in the section below materializes, this could have an adverse
effect on the business, financial condition, and result of operations of the Group:
3.1 Risks relating to the (macro-) economic and political environment
Risks related to uncertainty in the current economic context
Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in
the current economic context, mainly due to the heightened geopolitical tensions
following Russia’s invasion of Ukraine and the conflict in Gaza, which have exacerbated
inflationary pressures, supply chain bottlenecks and volatility in commodity and financial
markets. The combined effect thereof may have an adverse effect on business and
consumer confidence and the global economy generally. An economic downturn may
impact the Group’s customers, resulting in their inability to pay amounts owed to the
Group and may affect demand for the Group’s goods and services. Additionally, the
sourcing and cost of raw materials may be negatively affected.
Inflationary pressures
The Group's business and operations could be adversely affected by a renewed surge
in inflation or consistently higher inflation in the countries in which the Group operates
compared to the countries to which we export. Inflation is expected to drive up the
Group's costs, in particular wages, operating costs and material costs, which may not or
only partially be passed on to the Group's customers.
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3.2 Risks relating to the Group’s industry and business
Evolving market trends and changing technologies
The market for electronic payment systems is characterized among others by: rapid
technological advancements, frequent product introductions and enhancements, local
certification requirements and product customizations, evolving industry and government
performance and security standards and regulatory requirements, introductions of
competitive products and alternative payment solutions, such as mobile payments and
processing, at the POS (point of service) and rapidly changing customer and end user
preferences or requirements. Because of these factors, the Group must continually
enhance its existing solutions and develop and market new solutions and it must
anticipate and respond timely to these industry, customer and regulatory changes in
order to remain competitive.
Additionally, while the Group expects innovative solutions developed to address the
ongoing digital transformation to comprise an important and increasing component of the
Group’s services portfolio going forward, the Group faces the risk that some industries
may not continue to aggressively pursue their “digital reinvention”. The fact that the
Group has a wide Industry reach and does not depend on one Industry i.e. Financial
Institutions gives the ability to mitigate any turbulence or slower Digital Transformation
progress.
136
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Sales and competition
The markets for the Group’s solutions and services are highly competitive and rapidly
evolving, and it has been and expects to continue to be subject to significant competition
from existing and new competitors and a variety of technologies. Traditionally, the Group
has competed with other large manufacturers which are considerably larger, have more
resources, are more established and benefit from greater name recognition. In certain
areas, the Group also competes with smaller companies that have been able to develop
strong local or regional customer bases. In addition, some of these competitors may use
aggressive pricing policies which may result in the Group facing significant downward
pressures on prices in certain countries and regions.
The electronic payment industry is facing recent competition emerging from non-
traditional competitors, such as Apple, PayPal and Google, which offer alternative
payment methods that generally bypass the traditional card-based interchange-based
payment processing systems on which much of the industry’s current business model is
largely based. Moreover, these non-traditional competitors have considerable financial
resources and strong networks and are highly regarded by consumers. However, EMV
cards are the pre-eminent mean of payment and is a reliable back up to new means of
payment such as electronic wallets. On the other hand there is still a big migration to
happen from cash payment to credit/debit cards which will ensure the growth projected.
Additionally, Challenger Banks where the Group has a big market penetration, as well
as traditional banks issue cards as a marketing tool and to have a physical connection
with their customers since the number of physical branches is reducing.
The Group expects to continue to experience significant competition. To mitigate that
risk, the Group aims at effectively competing with existing competitors and new market
entrants by developing and offering, in a timely manner, an attractive solutions portfolio
with technological features its customers’ desire.
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Procurement
The Group uses a limited number of suppliers and service providers, as is customary in
this industry, to supply certain key components of the cards, printed products and other
components used in the development and operation of the Group's services and
products. In particular, the Group works with certain suppliers for the supply of materials
on the basis of long-term partnerships, mainly governed by framework agreements with
an indefinite term or a fixed term of up to three years, on the basis of which materials
and services are ordered according to operational requirements.
The Group relies on these suppliers to manufacture and deliver products and materials
on time and at an acceptable cost. Business interruptions could affect the ability of these
suppliers to produce and deliver the ordered products and services on time. If these
suppliers and service providers are no longer able to provide their services, the Group
may have difficulty finding alternative suppliers. Nevertheless, we have qualified
alternative suppliers for some of the critical components used in production in order to
mitigate this risk.
Supply chain management
If the Group inaccurately forecasts demand for its products, it could end up with either
excess or insufficient inventory to satisfy demand. This problem is exacerbated because
the Group generally receives a volume of customer orders on short notice which leaves
the Group little time to adjust inventory mix to match demand. During the transition from
an existing product to a new replacement product, the Group must accurately predict the
demand for the existing and the new product. Furthermore, introducing new products
into the Group’s current markets or existing products into new markets involves the
uncertainty of whether the market shall adopt the Group’s product in the volumes and
time frames that it anticipates or at all. Not properly managed inventory levels could lead
to increased expenses associated with writing off excessive or obsolete inventory,
maintaining significant inventory of components and thus increasing net working capital
and indirectly financing costs and decreasing liquidity, additional shipping costs to meet
immediate demand and a corresponding decline in gross margins or lost sales. As such
forward looking rolling forecast is being implemented from the Group in order to manage
in the best possible way the demand coming from its client base.
138
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Business interruption
The Group depends on the efficient and uninterrupted operation of numerous systems,
including its computer systems, software, servers and data centers. The services the
Group delivers are designed to securely and reliably process very complex and sensitive
digital data volumes and to manage and distribute these data at very high volumes and
processing speeds. Any failure to deliver an effective and secure service or performance
issues that result in significant processing or reporting errors or service outages could
have an adverse effect on a potentially large number of users, the Group’s business,
and, ultimately, its reputation. Events that could cause system interruptions include, but
are not limited to, fire, natural disasters, telecommunications failure, computer viruses,
unauthorized entry, terrorist acts and war. To mitigate such risks, the Group is developing
and implementing plans for disaster recovery, back-up sites and protective measures
against natural disasters and other potential causes for business interruption.
Information security and Data breach
The Group operates in an industry that makes it a target of cyber and other attacks,
including hacking attacks, on its systems as well as on its payment solutions. The
Group’s business involves the collection, transmission, storage and use of proprietary
data or personally-identifying information of its customers, business partners and
employees, as well as, in certain cases, end-users of its products or services, including
names and addresses, cardholder data, and payment history records, among other data
and information. The confidentiality and integrity of the client and consumer information
on the Group’s servers and other information systems is critical to the operation of its
business. As a result, the Group is exposed to risks of third-party security breaches,
including hacking attacks, employee error, malfeasance, or other irregularities or
compromises of its systems which could result in the loss or misappropriation of sensitive
data, corruption of business data or other disruption to the Group’s operations.
139
Annual financial report 2024 (translated)
The Group has devoted significant resources to security measures, processes and
technologies to protect and secure its networks and systems, but they cannot provide
absolute security, especially in light of rapid advances in computer capabilities and
cryptography. Key measures to mitigate these risks are among others data privacy and
data protection measures, data leakage prevention controls and the implementation of
cyber security measures including vulnerability and penetration testing.
Compliance with industry and government regulations and standards
The Group’s products and services must meet industry standards such as the Payment
Card Industry standards (PCI for Card Production and Provisioning - PCI CP&P) as well
as those imposed by payment transactions standards setting organizations such as EMV
and other associations and standard setting organizations (such as ISO). The Group’s
operational sites are certified according to the above-mentioned standards.
The Group is a certified producer of Visa, Mastercard (CQM) and Diners Club
International brands and operates under permanent supervision of external auditors
appointed or accredited by the PCI Security Standards Council (PCI SSC) and other
institutions following strict standards for digital and physical security. The Company has
effective specific security policies and procedures which are audited on an annual basis
with respect to physical and logical security by PCI Card Production Security Assessors
(CPSA), card schemes and relevant ISO Standards’ accreditation bodies. All previous
audit procedures have been successfully concluded without any impact on the relevant
certifications.
140
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3.3 Regulatory and legal risks
Privacy and protection of personal data
In conducting its activities, the Group regularly acts as processor of personal data.
Therefore, the Group is subject to data privacy and protection laws and regulations of
various jurisdictions that apply to the collection, transmission, storage and use of
proprietary information and personally-identifying information. As data processors, the
Group companies are most often subject to more obligations in terms of data protection
than a data controller, in light of the fact that these obligations are of two categories,
respectively those provided by law as mentioned above and those arising from the
contractual relationships concluded with data controllers who have the freedom to send
specific instructions to the processor regarding data protection. The regulatory
environment surrounding information security and data privacy varies from jurisdiction to
jurisdiction and is constantly evolving and increasingly demanding.
The Group’s failure to keep apprised of and comply with privacy, data use and security
laws, standards and regulations could result in the suspension or revocation of licenses
or registrations, the limitation, suspension or termination of services and the imposition
of administrative, civil or criminal penalties including fines, or may cause existing or
potential customers to be reluctant to conduct business with the Group, damage to the
Group’s reputation and its brand, any of which could have an adverse effect on the
Group’s business, results of operations and financial condition. To mitigate this risk the
Group has implemented relevant data privacy and data protection measures.
141
Annual financial report 2024 (translated)
Compliance with laws and regulations
Compliance risks arising from possible non-conformity with standards, laws, ethical
codes of conduct, and, where applicable, voluntary commitments, such as the code of
conduct, are managed especially by means of preventive measures such as regular
systematic compliance monitoring, the four-eyes principle as well as Group-wide
guidelines and trainings. The aim is to ensure strict adherence to compliance
requirements.
3.4 Financial risks
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between
the currencies in which sales, purchases and borrowings are denominated and the
respective functional currencies of Group companies. The functional currencies of Group
companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA).
The currencies in which the Group’s transactions are denominated are mainly Euro and
RON and to a lesser extent GBP (British Pound), USD (US Dollar), TRY (Türkiye), PLN
(Poland) and others. As the group parent company, the Company is indirectly exposed
to exchange rate risk via group subsidiaries.
Management continuously monitors the development of relevant foreign exchange rates
for current or upcoming transactions. In order to limit exposure to foreign exchange
variances the Group aims at invoicing its customers and receiving invoices from
suppliers as well as borrowing financial debt in the functional currency of the respective
group component. As most costs of the Group accrue in Euro the Group also aims at
fixing Euro sales prices for deliveries invoiced local currency. Where deemed useful, the
Group uses foreign currency derivatives to hedge future transactions, trade receivables
and liabilities.
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Annual financial report 2024 (translated)
Interest rate risk
The Group is essentially financed using borrowings and loans with variable interest rates
which are mostly linked to the Euribor. If the Group would not use derivatives for hedging,
interest charges would – given the same level of net debt – increase if the Euribor
increases. Management continuously monitors the development of net debt and interest
rates.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations, and arises principally from
the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines.
If counterparty’s credit-worthiness is questionable, advance payments or Letter of
Credits are requested. The Group’s main customers are banks and utility companies with
sound credit ratings which reduces the Group’s overall credit risk. In order to further
decrease credit risk, the Group uses non-recourse factoring for certain customers.
As the Company only operates as a holding company, there are receivables risks from
Group companies and only indirect credit risks from customers of the Group.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Group’s approach to managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
143
Annual financial report 2024 (translated)
The Group manages its liquidity needs by monitoring the contractual payments for long-
term and short-term financial debt as well as the working capital requirements. Liquidity
needs are monitored on a monthly basis and based on annual forecasts. Net cash
requirements are compared to available borrowing limits, to identify surpluses or
deficiencies in liquidity.
The Company is exposed to a liquidity risk with regard to the scheduled repayment of
liabilities to banks, since the Company is dependent on the payment of dividends or the
provision of liquidity by the subsidiaries in this respect. In accordance with internal
financial planning, the Management Board expects the company to repay its bank
liabilities as scheduled.
144
Annual financial report 2024 (translated)
4. Internal control system with regard to the
accounting process
The Management Board is responsible for establishing and structuring an appropriate
internal control and risk management system with regard to the accounting process,
financial reporting and the preparation of the consolidated financial statements. This
ensures the completeness, reliability and traceability of financial information. In addition,
the appropriateness and efficiency of the processes and compliance with legal,
contractual and internal regulations are ensured.
The organizational and operational structure defines clear and unambiguous
responsibilities for the individual companies and the Group. The central functional areas
"Group Reporting" and "Group Controlling" are responsible for drawing up uniform,
Group guidelines and for organizing and monitoring financial reporting within the Group.
The basis of the processes for Group accounting and reporting is an accounting manual,
which is regularly updated and is based on the International Financial Reporting
Standards (IFRS). Group guidelines, work instructions and process descriptions form
another important basis of the internal control system (ICS). Key elements of the ICS are
regular compliance with the principle of dual control, the upright separation of functions
and defined control steps for monitoring and auditing the effectiveness and efficiency of
operating activities, the reliability of financial reporting and compliance with the relevant
legal requirements for the company. AUSTRICARD HOLDINGS acts in accordance with
international standards and best practices.
Business transactions are recorded using different software solutions. The individual
companies deliver monthly reporting packages to Group headquarters containing all
relevant accounting data for the statement of comprehensive income, balance sheet and
cash flow statement. This data is entered into the central consolidation system IDL
Konsis on a monthly basis. The financial information is reviewed at Group level and forms
the basis for ongoing management reporting as well as for the annual financial report
and the half-year interim report in accordance with IAS 34.
145
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Defined consolidated Group reports consisting of the income statement, balance sheet,
equity reconciliation and cash flow statement are prepared on a monthly basis and
submitted to the Executive Board and the extended Group management. These reports
include a comparison with the budget and the previous year. The Management Board
informs the Supervisory Board on a quarterly basis about economic developments in the
form of presentations consisting of the consolidated financial statements, segment
reporting, earnings performance with budget and previous year comparisons, forecasts
and selected key figures.
Internal Audit has been set up as a staff unit of the Management Board, with the Group
CFO being technically responsible. The annual audit plan is approved by the Audit
Committee of the Supervisory Board based on the proposal of Internal Audit and of the
Management Board. Internal Audit reports in writing on the results of the audits to the
Management Board and the Audit Committee of the Supervisory Board on a quarterly
basis.
146
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5. Information on capital, share, voting and control
rights and related agreements in accordance
with section 242 A (1) UGB
Composition of capital, stock categories
Please refer to Note 3.1.4 (Share capital).
Restrictions concerning the voting rights and the transfer of shares
There were no restrictions on voting rights or the transfer of shares as at the
reporting date.
Direct or indirect participation in capital of at least 10 %
As at December 31, 2024, according to the information disclosed to the company,
the following persons held interests of at least 10 percent in the company's
capital:
Mr. Nikolaos Lykos, Chairman of the Company's Management Board
Owners of shares with special control rights and a description of these rights
There are no shares with special control rights.
Type of voting rights control for capital participation by employees, if they do not
directly exercise the right to vote
There is no such capital participation model for employees.
Provisions for appointment and revocation of members of the Management Board
and the Supervisory Board and regarding alteration of the Articles of Association
of the Company that do not arise directly from the Act
There are no provisions of this type.
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Authorization of the members of the Management Board that does not arise
directly from the Act, in particular with regard to the option of issuing or
repurchasing shares
Please refer to Note 3.1.4 (Authorized capital, buy-back program for treasury
shares).
All significant agreements to which the Company is a party and that take effect are
modified or terminated in the event of a change of control of the Company as a
result of a takeover offer as well as its effects; agreements which would
significantly damage the Company if made public are excepted, unless the
Company is obligated to make such information public as a result of other
statutory provisions
There is a standard market "change of control" clause, which may lead to the
termination of the agreement, with regard to the company's syndicated financing
facility totalling € 186.6 million.
Existence and significant content of compensation agreements between the
Company and the members of its Management and Supervisory Boards or
employees in the event of a public takeover offer
There are no agreements of this type.
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6. Personnel
The expertise and commitment of our employees in all business areas continue to be a
driving force behind the success of the AUSTRIACARD HOLDINGS Group. Despite
ongoing global economic uncertainties and changing market challenges, we have
achieved solid operational growth thanks to the commitment and resilience of our
employees.
The past few years have underlined the importance of health and wellbeing, which
remain a top priority for us. As a Group, we are committed to providing a healthy working
environment by implementing initiatives that promote both physical and mental
wellbeing. Our commitment goes beyond the pandemic and ensures that our employees
thrive in a balanced and supportive work environment.
Our employees’ knowledge, capacity for innovation and high motivation are
preconditions for the further internationalization and success of AUSTRIACARD
HOLDINGS Group. Therefore, the Group aims to promote team spirit and motivation
through initiatives such as the AUSTRIACARD Academy which is aimed at continued
internal education and at improving internal cooperation.
As it is key that all employees understand and are aligned with the Group’s objectives
and work effectively together to reach these goals, a part of the annual remuneration of
employees in management positions consists of variable performance components
which are tied to meeting Group targets (Revenues, adjusted EBITDA and adjusted Profit
before tax targets) and personal goals depending on the field of responsibility which are
agreed on an annual basis.
In total, the number of employees in the Group decreased from 2,739 as at
31 December 2023 to 2,395 as at 31 December 2024, which is mainly due to the
reduction in Pink Post's postal and courier services (-314) as a result of the optimization
of the delivery network in Romania. At AUSTRIACARD HOLDINGS AG, the number of
employees decreased from 21 as at December 31, 2023 to 16 as at December 31, 2024
due to the completion of the European research projects that were started in the 2023
financial year.
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7. Environmental management
AUSTRIACARD HOLDINGS prevents any pollution caused during production as far as
possible by means of an effective environmental management system. This
management system is based on statutory provisions and requirements.
AUSTRIACARD HOLDINGS (ACAG) recently updated its vision and mission, reaffirming
its commitment to sustainability.
Vision: Building on our heritage and commitment to social responsibility, we envision a
world where our secure, innovative technologies foster meaningful connections, protect
what matters most and empower communities to thrive.
Mission: Our mission is to support customers with innovative, secure solutions that
create lasting value for individuals, partners and communities - guided by our unwavering
commitment to sustainability.
Sustainability initiatives
Last year, ACAG launched a comprehensive sustainability project in collaboration with a
specialist management consultancy. The most important initiatives include:
•
Double materiality analysis - assessment of the company's impact on the
economy, environment and society while simultaneously identifying the
associated risks and opportunities.
•
Greenhouse gas inventory (Scope 1, 2 and 3) - measurement of emissions in
the Group's main operating units to better understand and manage our carbon
footprint.
•
Taxonomy analysis - identifying activities that qualify as sustainable business
practices, establishing assessment methodologies and ensuring compliance
with OECD guidelines and UN principles.
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•
CSRD compliance preparation - collecting data to meet the requirements of the
Corporate Sustainability Reporting Directive (CSRD), the new European
regulation that replaces Directive 2014/95/EU and requires sustainability
reporting from 2024.
ACAG is aligning all companies under a single environmental, social and governance
(ESG) framework. This will enable the Group to establish a clear, consolidated strategy
with short, medium and long-term goals that are aligned with the Sustainable
Development Goals (SDGs) and the 2030 Agenda.
Commitment to environmental management
ACAG operates an effective environmental management system based on regulatory
requirements and best practice. Our commitment includes:
•
Compliance with environmental laws and regulations in all operating countries.
•
Carrying out regular environmental impact assessments.
•
Systematically identify and review environmental impacts to improve
performance.
•
Conducting regular management reviews to assess environmental challenges
and improvements.
Key environmental priorities
•
Investing in initiatives to mitigate climate change.
•
Implementation of circular economy practices at several locations.
•
Use of recycled materials.
•
Prevention and control of pollution (air and water).
•
Commitment to continuous improvement.
•
Use of sustainable energy sources.
•
Improving waste management practices.
•
Collaboration with communities on sustainability initiatives.
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By embedding sustainability in our core strategy, ACAG is paving the way for a more
responsible and resilient future.
In addition, our operating companies AUSTRIACARD GmbH, TAG Systems SAU, TAG
Systems Smart Solutions SLU and TAG SYSTEMS UK Limited, INFORM LYKOS
(HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply with ISO
14001:2015 (environmental management systems). AUSTRIACARD GmbH also
adheres to EMAS (Eco Management and Audit Scheme) and INFORM LYKOS
(HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS UK Limited to the FSC
(Forest Stewardship Council). The managers of the respective production and business
premises are responsible for compliance with these regulations. In addition, there are
clear regulations governing responsibility for environmental protection in all countries in
which the Group operates.
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Vienna, 12 March 2025
Management Board
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Vice Chairman & Group CEO
Board member
Burak Bilge mp
Markus Kirchmayr mp
Board member
Board member
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AUDITOR’S REPORT
Report on the Financial
Statements
Audit Opinion
We have audited the financial statements of
AUSTRIACARD HOLDINGS AG, Vienna,
These financial statements comprise the balance sheet as of December 31, 2024, the income
statement for the fiscal year then ended and the notes.
Based on our audit the accompanying financial statements were prepared in accordance with
the legal regulations and present fairly, in all material respects, the assets and the financial
position of the Company as of December 31, 2024 and its financial performance for the year
then ended in accordance with Austrian Generally Accepted Accounting.
Basis for Opinion
We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following
"EU regulation") and in accordance with Austrian Standards on Auditing. Those standards
require that we comply with International Standards on Auditing (ISA). Our responsibilities
under those regulations and standards are further described in the "Auditor’s Responsibilities
for the Audit of the Financial Statements" section of our report. We are independent of the
Company in accordance with the Austrian General Accepted Accounting Principles and
professional requirements and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained until the date of
this auditor’s report is sufficient and appropriate to provide a basis for our opinion by this date.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the fiscal year. These matters 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.
We considered the following matter as key audit matter for our audit:
Key Audit Matter
How our audit addressed the key audit
matter
Recoverability of the investments in affiliated
We critically questioned and examined
companies
management’s assessment of the
recoverability of the book value of the
The book value of the investments in affiliated
investments in affiliated companies. Our audit
companies amounts to
procedures included, among others, the
EUR 113.0 million as of December 31, 2024.
following:
The assessment of the recoverability of
• Review and evaluate management’s
investments in affiliated companies requires
assessment regarding the existence of
judgement in assessing whether there is an
impairment or reversal indicators;
indication that the investment should be
• Involve our internal valuation specialist in
impaired or there is an indication, that an
assessing management’s considerations in
impairment loss recognized in prior periods may
relation to the identification of impairment
no longer exist or may have decreased and in
or reversal indicators;
measuring any such impairment or reversal.
• Check the plausibility of the impairment or
The main risk relates to management’s
reversal indicators with the 2024 annual
assessment of the impairment or reversal
results and the 2025 budgets of the
indicators.
affiliated companies.
The disclosures related to the investments in
affiliated companies are included in the notes
disclosures related to the accounting principles in
Notes 2.4. Financial assets, 3.1.1. Financial assets
and in the Fixed asset schedule.
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Other Information
Management is responsible for the other information. The other information comprises the
information included in the annual financial report but does not include the financial
statements, the management report and the auditor’s report thereon. The annual financial
report is estimated to be provided to us after the date of the auditor's report.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, to 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.
Responsibilities of Management and of the Audit Committee for the Financial Statements
Management is responsible for the preparation of the financial statements in accordance with
Austrian Generally Accepted Accounting Principles, for them to present a true and fair view of
the assets, the financial position and the financial performance of the Company and for such
internal controls as management determines are 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, management is responsible for assessing 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 management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Company's financial reporting process.
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Auditor’s 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
auditor’s 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 the EU regulation and in
accordance with Austrian Standards on Auditing, which require the application of ISA, 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.
As part of an audit in accordance with the EU regulation and in accordance with Austrian
Standards on Auditing, which require the application of ISA, we exercise professional judgment
and maintain professional scepticism throughout the audit.
We also:
•
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
•
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
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•
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
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Report on Other Legal and Regulatory Requirements
Comments on the Management Report
Pursuant to Austrian Generally Accepted Accounting Principles, the management report is to be
audited as to whether it is consistent with the financial statements and as to whether the
management report was prepared in accordance with the applicable legal regulations.
Management is responsible for the preparation of the management report in accordance with
Austrian Generally Accepted Accounting Principles.
We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the
management report.
Opinion
In our opinion, the management report for the Company was prepared in accordance with the
valid legal requirements, comprising accurate disclosures pursuant to section 243a UGB
(Austrian Company Code), and is consistent with the financial statements.
Statement
Based on the findings during the audit of the financial statements and due to the thus obtained
understanding concerning the Company and its circumstances no material misstatements in the
management report came to our attention.
Additional information in accordance with Article 10 EU regulation
We were elected as auditors by the ordinary general meeting on July 9, 2024. We were
appointed as auditors by the Supervisory Board on October 23, 2024. We are auditors without
cease since 2023.
We confirm that the audit opinion in the Section "Report on the financial statements" is
consistent with the additional report to the audit committee referred to in Article 11 of the EU
regulation.
We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were
provided by us and that we remained independent of the audited company in conducting the
audit.
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Responsible Austrian Certified Public Accountant
The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.
Vienna, March 12, 2025
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Katharina Schrenk mp
Mag. Erich Lehner mp
Wirtschaftsprüferin / Certified Public Accountant
Wirtschaftsprüfer/ Certified Public Accountant
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Interim Financial Report 2024
Declaration by all legal representatives pursuant to § 124 (1) 3 Stock Exchange Act
(BörseG)
We confirm that to the best of their knowledge, the annual financial statements, prepared in
accordance with the applicable financial reporting standards, present a true and fair view of the
assets, financial position and results of operations of the company and that the report of the
management board presents the situation of the company in such a manner so as to present a fair
and true view of the assets, financial position and results of operations and also describes the major
risks and uncertainties to which the company are exposed.
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Jon Neeraas mp
Deputy Chairman of the Management Board
Member of the Management Board
Group CEO and Regional Executive Vice
Regional Executive Vice President (EVP) W/E,
President (EVP) DACH, CEE/SEE
Nordics, UK and USA
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
Regional Executive Vice President (EVP) Middle
Group CFO
East, Africa (MEA) and Türkiye
161