Annual Financial Report 2025 (translated)
AUSTRIACARD HOLDINGS AG
ANNUAL FINANCIAL REPORT 2025
Annual Financial Report 2025 (translated)
Table of Contents
Consolidated Financial Statements AUSTRIACARD HOLDINGS AG
Group Management Report
6
Consolidated Financial Statements
49
Notes to the Consolidated Financial Statements
55
Auditor’s Report
104
Declaration of the Management Board
111
Single Financial Statements AUSTRIACARD HOLDINGS AG
Financial Statements
112
Notes to the financial statements
118
Management Report
140
Auditor’s Report
164
Declaration of the Management Board
171
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Annual Financial Report 2025 (translated)
CONTENTS
AUSTRIACARD HOLDINGS AG CONSOLIDATED FINANCIAL STATEMENTS 2025...............................................................................5
A) GROUP MANAGEMENT REPORT..............................................................................................................................................................6
1. GROUP PROFILE.................................................................................................................................................................................................6
2. GROUP SEGMENTS AND SOLUTIONS....................................................................................................................................................................8
3. GROUP BUSINESS PERFORMANCE......................................................................................................................................................................11
4. STRATEGY, OUTLOOK AND RISKS......................................................................................................................................................................30
5. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS ......................................................................................................40
6. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH SECTION 243 A (1) UGB .41
7. CONSOLIDATED NON-FINANCIAL STATEMENT IN ACCORDANCE WITH SECTION 267 A UGB ..................................................................................42
8. PERSONNEL .....................................................................................................................................................................................................43
9. ENVIRONMENTAL MANAGEMENT .......................................................................................................................................................................44
10. RESEARCH AND DEVELOPMENT.........................................................................................................................................................................46
B) CONSOLIDATED FINANCIAL STATEMENTS.........................................................................................................................................49
Consolidated statement of financial position................................................................................................................................................................ 49
Consolidated income statement ................................................................................................................................................................................. 50
Consolidated statement of comprehensive income ....................................................................................................................................................... 51
Consolidated statement of changes in equity............................................................................................................................................................... 52
Consolidated statement of cash flows......................................................................................................................................................................... 54
Notes to the consolidated financial statements ............................................................................................................................................................ 55
Basis of preparation ............................................................................................................................................................................................ 55
1.
Reporting Entity..................................................................................................................................................................................55
2.
Basis of accounting .............................................................................................................................................................................55
3.
Use of judgments and estimates...........................................................................................................................................................55
4.
IAS 29 Financial Reporting in hyperinflation economies...........................................................................................................................56
5.
Impact of macroeconomic conditions and climate risk on consolidated financial statements........................................................................56
Performance of the year...................................................................................................................................................................................... 57
6.
Segment reporting ..............................................................................................................................................................................57
7.
Revenues ...........................................................................................................................................................................................61
8.
Income and expenses..........................................................................................................................................................................62
9.
Net Finance costs................................................................................................................................................................................64
10.
Earnings per share and number of shares..............................................................................................................................................64
Employee Benefits .............................................................................................................................................................................................. 65
11.
Employee benefits...............................................................................................................................................................................65
12.
Employee expenses.............................................................................................................................................................................70
13.
Income taxes......................................................................................................................................................................................71
Assets................................................................................................................................................................................................................ 72
14.
Property, plant and equipment and right of use assets............................................................................................................................72
15.
Intangible assets and goodwill..............................................................................................................................................................75
16.
Equity-accounted investees..................................................................................................................................................................78
17.
Inventory ...........................................................................................................................................................................................78
18.
Trade and other receivables .................................................................................................................................................................79
19.
Cash and cash equivalents ...................................................................................................................................................................79
Equity and Liabilities ........................................................................................................................................................................................... 80
20.
Capital and additional paid in capital .....................................................................................................................................................80
21.
Capital management............................................................................................................................................................................81
22.
Loans and Borrowings .........................................................................................................................................................................82
23.
Trade and other payables ....................................................................................................................................................................84
Financial instruments .......................................................................................................................................................................................... 85
24. Financial instruments – Fair values and risk management........................................................................................................................85
Other disclosures................................................................................................................................................................................................ 90
25.
List of Subsidiaries ..............................................................................................................................................................................90
26.
Non-controlling interests (NCI) .............................................................................................................................................................92
27.
Average number of employees .............................................................................................................................................................92
28.
Related parties....................................................................................................................................................................................92
29.
Auditor’s fees......................................................................................................................................................................................93
30.
Subsequent events..............................................................................................................................................................................93
Accounting policies ............................................................................................................................................................................................. 94
31.
Changes in accounting policies .............................................................................................................................................................94
32.
Significant accounting policies ..............................................................................................................................................................94
33.
New Standards and Interpretations that have not been applied yet or have not been adopted by the European Union................................102
AUDITOR’S REPORT *)..............................................................................................................................................................................104
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG) ....................111
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Annual Financial Report 2025 (translated)
AUSTRIACARD HOLDINGS AG SINGLE FINANCIAL STATEMENTS 2025..........................................................................................112
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2025.....................................................................................118
1. GENERAL...................................................................................................................................................................................................118
2. ACCOUNTING PRINCIPLES ...........................................................................................................................................................................118
2.1. General ...................................................................................................................................................................................................... 118
2.2. Intangible assets......................................................................................................................................................................................... 119
2.3. Tangible assets ........................................................................................................................................................................................... 119
2.4. Financial assets........................................................................................................................................................................................... 120
2.5. Receivables and other assets........................................................................................................................................................................ 120
2.6. Current and deferred income tax .................................................................................................................................................................. 120
2.7. Provisions................................................................................................................................................................................................... 120
2.8. Liabilities.................................................................................................................................................................................................... 121
2.9. Foreign currency translation ......................................................................................................................................................................... 121
3. NOTES ON THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT.......................................................................122
3.1. Notes on the statement of financial position................................................................................................................................................... 122
3.1.1. Financial assets ..................................................................................................................................................................................... 122
3.1.2. Receivables and other assets .................................................................................................................................................................. 123
3.1.3. Deferred tax assets................................................................................................................................................................................ 124
3.1.4. Shareholder’s equity............................................................................................................................................................................... 125
3.1.5. Provisions ............................................................................................................................................................................................. 128
3.1.6. Liabilities............................................................................................................................................................................................... 128
3.1.7. Derivative financial instruments............................................................................................................................................................... 129
3.2. Notes to the income statement..................................................................................................................................................................... 131
3.2.1. Revenues.............................................................................................................................................................................................. 131
3.2.2. Personnel expense and employees .......................................................................................................................................................... 131
3.2.3. Other operating expenses....................................................................................................................................................................... 131
3.2.4. Expenses from financial assets................................................................................................................................................................ 131
3.2.5. Income tax ........................................................................................................................................................................................... 132
4. OTHER DISCLOSURES ............................................................................................................................................................................................133
4.1. Officers of the Company .............................................................................................................................................................................. 133
4.2. Management Participation Programs ............................................................................................................................................................. 135
4.3. Consolidated financial statements ................................................................................................................................................................. 137
4.4. Significant events after the reporting date ..................................................................................................................................................... 137
4.5. Dividend distribution.................................................................................................................................................................................... 137
MANAGEMENT REPORT 2025...................................................................................................................................................................140
1. BUSINESS DEVELOPMENT AND FINANCIAL SITUATION............................................................................................................................................140
2. RESEARCH & DEVELOPMENT .................................................................................................................................................................................143
3. FUTURE DEVELOPMENT AND RISKS .......................................................................................................................................................................145
3.1
RISKS RELATING TO THE (MACRO-) ECONOMIC AND POLITICAL ENVIRONMENT .............................................................................................146
3.2
RISKS RELATING TO THE GROUP’S INDUSTRY AND BUSINESS........................................................................................................................146
3.3
REGULATORY AND LEGAL RISKS ..................................................................................................................................................................151
3.4
FINANCIAL RISKS........................................................................................................................................................................................152
4. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS...........................................................................................................155
5. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH SECTION 242 A (1) UGB......157
6. PERSONNEL..........................................................................................................................................................................................................159
7. ENVIRONMENTAL MANAGEMENT............................................................................................................................................................................161
AUDITOR’S REPORT *)..............................................................................................................................................................................164
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG) ....................171
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Annual Financial Report 2025 (translated)
AUSTRIACARD HOLDINGS AG
Consolidated Financial Statements 2025
Annual Financial Report 2025 (translated)
A) GROUP MANAGEMENT REPORT
1. GROUP PROFILE
Group at a glance
AUSTRIACARD HOLDINGS Group (referred to as “AUSTRIACARD HOLDINGS” or “the Group”), headquartered in
Vienna with its parent company AUSTRIACARD HOLDINGS AG (also known as “the Company”), has evolved the
past 130 years from an international identity and payments solutions company to a holistic applied technology
company powered by artificial intelligence (AI). The Group’s portfolio includes a wide range of solutions that
demonstrate significant synergies across product lines. These include Identity & Payment Solutions (covering
payments, identification and personalization), Digital Technologies (featuring AI-powered solutions, digital
onboarding, and process and content management intelligence) and Document Lifecycle Management (which
encompasses security documents, traceability, personalised digital printing, and document and output management
services). These solutions are offered to financial institutions, public and private sectors.
AUSTRIACARD HOLDINGS is present in 17 countries, has facilities in 9 countries, and maintains 16 sale offices.
The Group engages in commercial activities in more than 50 countries and has a global network of partners and
sales agents. The Group's operating facilities are located in Andorra, Austria, Greece, Romania, Poland, the UK,
Spain, Türkiye and the USA, employing a total workforce of almost 2,360 people.
For the financial year 2025, Group Revenues amounted to € 360.2 million (2024: € 392.3 million). AUSTRIACARD
HOLDINGS is listed, since March 2023, on both the Athens (ATHEX) and Vienna (VSE) Stock Exchanges (dual listing
under the trading symbol “ACAG”).
Our Values
We build on our legacy and commitment to social responsibility by envisioning a world where our secure and
innovative technologies connect people, protect their values, and empower communities to thrive. Our mission is
to provide our clients with innovative, secure solutions that create enduring value for individuals, partners and
communities, all guided by our commitment to sustainability.
AUSTRIACARD HOLDINGS is founded on a commitment to a customer centric service. For 130 years, AUSTRIACARD
has been the partner of choice for its customers, recognized for its high-quality products, exceptional service, and
strong ethical standards. Today, we are the partner of choice, valued for our quality, trusted for our integrity, and
driven by the same core values of trust, agility, collaboration and passion that have always defined us.
Agility: we have a continuous improvement mindset, constantly challenging the status quo and adapting as
needed. We are fast, flexible, responsive and resourceful, and continuously build on our expertise to address
customer needs, in a dynamic environment.
Creating value as one team: we work together as one team to create value for our customers, employees and
society. We foster a culture of openness, respect, collaboration and entrepreneurial spirit, that enable us to have
a positive impact on all our stakeholders.
Customer focus: we put our customers at the centre of our thinking and build long-term partnerships. With a
deep understanding of their needs, we act proactively to provide solutions and create business value.
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Passion: we are passionate about our work, always going the extra mile to make a difference. Our sense of
purpose, commitment, enthusiasm, and drive to excellence enable us to overcome challenges and achieve
meaningful results.
Innovation: we develop new, innovative end-to-end solutions by embracing technology and thinking outside the
box. We stay ahead of the curve and deliver long-term value. With a focus on simplicity and excellence, we simplify
people’s lives.
Trust: we care about our customers, employees, partners and society, and build trust by delivering on our
promises. We operate with transparency and integrity, providing flawless services on time, with great attention to
detail.
History
For over 130 years, the company has consistently adapted to evolving client needs, building a legacy of innovation
and trust from its 19th-century founding to its position today as a global applied technology provider.
Building Foundations (1897-2007)
Founded in 1897 by P. Lykos as a printshop, the company evolved steadily through the 20th century. Key milestones
included the ATHEX listing of INFORM P. LYKOS HOLDINGS S.A.in 1994 and the establishment of INFORM LYKOS
ROMANIA in 2000, marking its first international expansion.
Scaling into a Multinational End-to-End Provider (2007-2019)
Strategic acquisitions transformed the company into a comprehensive multinational provider. It acquired Austria
Card GmbH (2007), opened a smart card personalization center in Poland (2012), acquired Türkiye's largest
personalization center (2012), and acquired TAG SYSTEMS (2019), establishing significant operations across
Europe.
Accelerating Technology-Led Transformation (2019-Present)
Recent years have seen accelerated growth through strategic technology acquisitions: NEXT DOCS (2019), Cloudfin
and NITECREST UK (2021), and the company's dual listing on ATHEX and VSE in March 2023. It completed a cross-
border merger with INFORM P. LYKOS HOLDINGS S.A. and acquired Pink Post (2023), followed by LSTech and
Global Trust (2024). These moves position the company at the forefront of secure, intelligent technology solutions.
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2. GROUP SEGMENTS AND SOLUTIONS
2.1.
Segments
Since 2023, the Group has expanded rapidly in terms of both its geographic reach and its service offerings. The
Group is now organized into three geographic segments: Central, Eastern Europe and DACH (CEE); Western
Europe, Nordics and Americas (WEST); and Türkiye, Middle East and Africa (MEA). Each segment is led by an
Executive Vice President who reports directly to the Group CEO. This regional, cluster-based structure allows for a
single point of contact for the full range of the Group’s services and solutions within each geographic segment,
enhances cross-selling and upselling opportunities as well as facilitates the Group’s transition from a product
supplier to a holistic, end-to-end solutions provider.
2.2.
Solutions portfolio outline
The Group’s services and solutions portfolio consists of the following three (3) main solutions categories:
• Identity & Payment Solutions,
• Document Lifecycle Management and
• Digital Technologies.
In 2025, Identity & Payment generated the majority of the Group’s revenues (€186.0m or 51.6% of Group total,
FY2024: €229.6m or 58.5%), followed by Document Lifecycle Management (€140.0m or 38.9% of Group total,
FY 2024: €135.3m or 34.5%) and Digital Technologies (€34.1m or 9.5% of Group total, FY2024: €27.4m or 7.0%).
2.2.1. Identity & Payment Solutions
Within the Identity & Payment Solutions, the Group focuses on delivering holistic secure data solutions for financial
institutions, governments, public sector entities, transportation and the retail industry. The products and services
in this category adhere to the 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 for payment cards and ACOS ID for
identity cards. These systems deliver flexible, highly customizable functionalities for our clients. Our extensive R&D
department continuously improves these operating systems to meet the highest security certification standards
while providing tailored solutions to meet specific client needs.
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The payment cards solution category has extensive obligatory certification requirements, that serve as 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 among others is a certified producer of Visa, Mastercard (CQM) and
Diners Club International brands and operates under permanent oversight of external auditors designated or
accredited by the PCI Security Standards Council (PCI SSC) and other institutions following strict standards for
digital and physical security.
Contrary to popular belief, payment smart cards, which are a major component of our Identity & Payment Solutions
revenue, are experiencing growth worldwide. Alternative payment schemes, peer-to-peer payments, mobile
payments, digital wallets (mostly funded with payment cards) and payment cards have all been growing while cash
usage is declining. Moreover, there is no current technological advancements in the payments sector that can
match the security, convenience and wide acceptance of the secure chip (smart) payment card. According to the
filings of Visa and Mastercard, the global leaders of payment card services, the number of cards in circulation
globally has grown at a rate by more than 4% over the past seven years and is expected to continue at this pace,
based on industry reports. AUSTRIACARD is the market leader in Austria, Scandinavia, Central and Eastern Europe
as well as Southeast Europe, while the Group also holds a market leading position in the provision of payment
products to the Challenger/Neobanks, hence addressing a growing market segment with significant potential on
world-wide scale.
Identity & Payment Solutions are supported by four (4) production facilities located in Andorra, Austria, Romania
and UK and eight (8) 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 and a
network of partners and sales agencies worldwide, enhance our distribution network.
2.2.2. Document Lifecycle Management
The Group offers Document Lifecycle Management solutions and services that provide security document solutions
with secure data management capabilities. These solutions address various needs, including: 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.
The Group is one of the few secure printing providers globally with the expertise to handle complex, high stakes
projects. For example, in 2022, the Group successfully delivered the highly complex elections project in Kenya,
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 a partner of choice in that area.
This business sector is supported by two production facilities located in Greece and Romania catering to the regional
markets needs as well as export printing products and services internationally. In addition to our fulfilment services
- whether provided by third parties or our own entities, such as Pink Post in Romania - we cover the last mile to
the end-customer, providing vertically integrated end-to-end services.
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2.2.3. Digital Technologies
Digital Technologies is the Group’s fastest growing segment, providing a wide range of technological solutions for
both the private and public sector such as: Enterprise Content Management and Content Understanding through
AI, Document Digitization, Electronic Archiving and all types of Electronic Signatures, Advanced Analytics, Digital
Onboarding and KYC/KYB, Enterprise Process Automation, in order to support existing and new clients in their own
Digital Transformation journey. The digitization projects in the public sector, funded by the EU's Recovery and
Resilience Facility (RRF), are another significant driver of growth. The Group's expertise in this area has already
allowed us to win several related tenders.
The Group has expanded its capabilities into building Generative AI solutions for automating labour-intensive tasks
under the strategic pillar “Digital Taskforce”, using its proprietary Agentic AI platform GaiaB™. In November 2025,
the Group began collaborating with Dell Technologies to develop and market the GaiaB™ Appliance. This advanced
Generative AI solution automates business processes and operations while running entirely in an on-premise or
private cloud environment. It is prepared for immediate deployment and is pre-integrated into Dell PowerEdge
servers.
As part of the Group's evolution into a holistic applied technology provider, we developed our Card-as-a-Service
(CaaS) solution for the financial services sector — combining our expertise in payments and technology to deliver
an integrated, end-to-end offering.
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3. GROUP BUSINESS PERFORMANCE
3.1. Economic, market and industry environment
According to the Global Economic Prospects report published by the World Bank in January 2026, global economic
growth is expected to moderate to 2.6% in 2026, following an estimated growth of 2.7% in 2025. For 2027, global
economic growth is expected to modestly rise to 2.7%. This economic growth outlook reflects a modest
deceleration compared with recent years but remains overall broadly stable. The resilience of the global economy
through 2025 and into 2026 has been supported by several factors including front-loaded trade activity,
adjustments in global supply chains, improved global financing conditions, and stronger-than-expected expansion
in major economies, particularly in the United States. Overall, the report suggests that the world economy is
resilient, it is also sluggish, characterised by slow growth, narrowing income convergence, and persistent risks.
These risks include trade conflicts and policy uncertainty (weighing on global activity and investment), debt burdens
(adding vulnerability to shocks and limiting fiscal space) and structural constraints, such as labour market and
demographic challenges which threaten job creation and inclusive growth. Additionally, climate-related shocks and
geopolitical conflicts pose further challenges.
From a regional perspective, the growth rate outlook for the Euro area has been moderately revised upwards for
2026-2027 compared to previous projections. The growth rates are expected to be 0.9% in 2026 and 1.2% in
2027, driven by increased public investments, including defence spending and infrastructure capital expenditures
in some large euro area economies. In the United States, the estimated economic growth for 2026 is 2.2%,
supported by tax breaks and other measures implemented in the mid-2025 budget. However, the outlook for 2027
is slightly decelerating, projected at 1.9%. This slowdown is attributed to policy uncertainty, the impact of tariffs
on consumption and investment, along with diminishing support from previous monetary easing and budget
measures.
Smart & Payment Cards
The global smart and payment card ecosystem is set for sustained growth through 2030, supported by continued
migration to EMV cards, expanding national digital identity programs (including also healthcare programs), as well
as by rising demand for secure, multi-application credentials.
Industry reports1 project the smart card market to grow at 6-7% CAGR through 2030, with contactless now
mainstream in retail payments (57% of 2024 volumes). Dual interface cards are expected to grow 6-7% CAGR
through 2031, as issuers seek compatibility with legacy contact-only terminals, without compromising tap-to-pay
functionality. Hybrid cards with value-added capabilities (e.g biometric match-on-card) along with secure elements
supporting converged physical–digital identity, are expected to contribute to grow and create new opportunities in
cybersecurity and authentication services.
1 Mordor Intelligence Smart Card Market 2025-2030; ResesarchandMarkets Smart Card Market Report; ResearchandMarkets
Contactless Smart Cards
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Smart cards issued for payment and banking applications accounted for 42% of the smart card market in 2024.
Projections indicate for high-single digit growth through 2030, driven by issuer investment in premium formats
such as metal cards (estimated 12% CAGR through 20322) and biometric cards (projected over 60% CAGR through
20303).
Despite the rise of real-time and wallet payments, payment cards continue to be the largest underlying payment
method. Card networks are accelerating innovation — e.g. EMVCo Click to Pay, Visa Flexible Credential, Paze, and
Mastercard’s 2030 tokenization mandate — to remain competitive as digital wallets and real-time payments grow.
Overall, industry reports suggest that payment cards are expected to remain structurally strong, adaptable and
well positioned to transform into a diverse digital payment method for the future.
Moreover, the combined share of identification/eID, telecom and SIM markets grew in 2024 anchored by national
eID deployments, prepaid SIM demand and IoT connectivity. Expanding national digital identity programs (e.g. EU
and GCC National eID) coupled with national social security and healthcare programs are expected to drive low-
single digit CAGR through 2030 in eID cards.
Card-as-a-Service (CaaS)
According to industry reports4, the global CaaS market is expected to deliver sustained growth (estimated 16%
CAGR between 2025–2033), driven by the ongoing digital transformation in financial services (especially the
significant growth in neobanks and fintechs), evolving customer expectations (increasing demand for digital-first,
customizable card solutions), the rise of embedded finance as well as regulatory changes (e.g. open banking).
North America currently commands the largest share (40%) of the global market, capitalizing on its mature fintech
ecosystem, high penetration of digital banking services and a supportive regulatory backdrop. Europe closely
follows North America, with growth driven by the implementation of open banking regulations, which lower barriers
to entry for new card issuers. Europe is expected to grow at approximately 16% CAGR through 2033. The Asia
Pacific region is expected to witness the fastest growth (over 18% CAGR), on account of an expanding middle
class, smartphone penetration and government initiatives to promote financial inclusion.
Digital Transformation
According to industry reports5, the global digital transformation market is expected to grow by around 29% CAGR
until 2030, driven by cloud migration and platform modernization, AI/ML adoption, data & analytics (corporates
investing to unlock actionable insights across operations), 5G/edge computing and IoT, cybersecurity and
regulatory/compliance demands, government stimulus/public sector modernization (national digital agendas and
EU funding programs).
From a regional perspective, key drivers in North America include early AI/cloud adopters as well as strong demand
for digital modernization and vertical cloud. In Europe, significant drivers are public sector digital transformation
programs, a focus on digital sovereignty and regulation (namely GDPR and the AI Act), and public funding aligned
with EU Digital Decade targets and priorities. In the Middle East and Africa, major drivers consist of smart city
projects, public sector modernization (particularly in the Gulf Cooperation Council (GCC) countries) and
advancements in cloud and fintech initiatives.
2 ResearchandMarkets Metal Payment Card Market
3 ResearchandMarkets Biometric Payment Market
4 Growth Market Reports: Card-as-a-Service Market Outlook
5 Grand View Research: Digital Transformation Market (2025 - 2030); MarketsandMarkets Digital Transformation Market;
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3.2.
Significant events of the financial year
After 4 years of consecutive growth (2021 to 2024), during which the Group achieved a revenue compound annual
growth rate (CAGR) of 30%, an adjusted EBITDA CAGR of 37%, and a Net Profit CAGR of 24%, the Group's
performance in 2025 faced significant challenges due to two main factors:
The normalization of the Turkish payment card market negatively impacted group revenues by €22.2m,
due to ongoing macroeconomic volatility and uncertainty, as well as cyclicality and normalization of paid
customer stock levels, following several years of substantial growth (5-year CAGR of 52.0%), and
the reduction in 2025 in metal card sales contributing to the Fintech sector in Europe, following a strong
performance in 2024. This was primarily due to the timing of metal card campaign launches from the
Group’s Fintech clients in Europe, leading to a total revenue impact of €26.0m for the Group in 2025.
These factors adversely impacted Group Revenues (8.2% decline vs. 2024), adjusted EBITDA (6.7% reduction vs.
2024) and ultimately Net Profit (15.6% decline vs. 2024). After excluding the above mentioned adverse negative
effects, FY2025 Group Revenues increased by 4.1% vs. FY2024 (or by €16.0m).
It is worth noting that in the second half of 2025 (H2 2025) the Group successfully reversed the profitability trends
witnessed in the first half of the year. After an EBITDA shortfall of approximately €9.5m (or 33.6%) in H1, the
Group outperformed in H2, reducing the EBITDA gap compared to FY 2024 to only 6.7%. The primary growth
drivers in H2 2025 included:
Digitization projects in the Greek public sector,
Security printing orders from African markets (national examinations and election materials),
Payment solutions in the US market and planned card renewals in the CEE region and
ID solutions in the MEA region.
By mid-2025 the Group successfully completed the renegotiation of its contractual obligation with chip suppliers,
resulting in reduced purchase obligations and improved purchase prices for the future. As a result Group Cash
flows from operating activities improved substantially in the second half of 2025, increasing by 16.7% compared
to FY2024 reaching €39.7m. This improvement was supported by a slower pace of the working capital build-up.
The Group’s Free Cash Flow (FCF) (Operating Cash Flow minus Capital Expenditures (CAPEX), increased by 55.9%
(or €8.4m) compared to FY2024 to €22.5m, driven by higher Operating Cash Flow generation. CAPEX as percentage
of revenues slightly decreased to 4.8% vs. 5.1% in FY2024.
The improved generation of operating cash flow was utilized to reduce the Group’s debt position (Loans &
borrowings) by €10.6m to €106.8m. Group Net Debt of €81.6m, decreased by €14.0m compared to 31 December
2024, and Group Leverage (measured by the ratio Net Debt / adjusted EBITDA) maintained at healthy levels, while
improving to 1.6x compared to 1.7x in FY2024.
Research & Development (R&D) strategy focused on accelerating innovation across secure identification, payments
and digital solutions, which are all considered essential to the Group’s technology-driven growth model. In 2025,
the Group launched the GaiaB™ platform (the Group’s proprietary, AI-driven ecosystem designed to optimize secure
document and transaction management) marking another important milestone to the Group’s strategic
transformation into a large-scale applied technology provider.
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GaiaB™ Appliance is a comprehensive solution that combines infrastructure and software in a secure, scalable
device, enabling businesses of all sizes - from SMEs to large multinational organizations across public and private
sectors - to use cutting-edge AI technologies, while maintaining high levels of performance, flexibility and data
protection. The modular design of the solution allows for gradual and cost-effective infrastructure upgrades, either
through multiple System On-a-Chip (SOC) server units, or by adding more powerful server units, tailored to each
business's needs. Meanwhile, the solution’s ability to operate in isolated networks (air-gapped environments),
without internet connectivity ensures that sensitive data remains within the organization (on-premises) under full
local control.
In October 2025, the Group also announced a collaboration with Dell Technologies to develop and market GaiaB™
Appliance. This solution can operate entirely on-premises or in private cloud environments and is ready to use, as
it comes pre-integrated with Dell PowerEdge servers. This initiative demonstrates the Group’s commitment to
leveraging artificial intelligence to drive automation, predictive analytics, and smarter personalization processes
across its product lines.
In 2025, the Group continued to enhance its organisational structure, by focusing on its functional groups to
implement its strategy for the future. In this context, along with other hirings, a Chief Human Resources Officer
(CHRO) and a Chief Operating Officer (COO), Group IT Director and Group Enterprise Applications Director were
hired. These new hires aimed at creating a more agile organisation, enabling fast and responsive go-to-market
execution by optimising the Group’s regional footprint and creating synergies within the Group’s solutions and
services portfolio.
14
Annual Financial Report 2025 (translated)
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 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).
Starting from 2025 the Management’s view also includes effects from Hyperinflation Accounting (IAS 29) for the
Türkiye based entity in all positions, therefore previous year’s figures were adapted accordingly under Section
3.3.1.
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.
15
Annual Financial Report 2025 (translated)
3.3.1. Business performance of AUSTRIACARD HOLDINGS Group as monitored by
Management
Group P&L (Management Reporting)
2025
2024
€m chg
% chg
in € million
Revenues
360.2
392.3
(32.1)
-8.2%
Costs of material & mailing
(181.7)
(209.8)
28.1
-13.4%
Gross profit I
178.4
182.5
(4.0)
-2.2%
Gross profit I margin
49.5%
46.5%
+3.0%
Production costs
(91.7)
(87.9)
(3.8)
+4.3%
Gross profit II
86.8
94.6
(7.8)
-8.2%
Gross profit II margin
24.1%
24.1%
0.0%
Other income
6.2
5.0
1.2
+25.0%
Selling and distribution expenses
(22.5)
(23.3)
0.9
-3.8%
Administrative expenses
(26.3)
(27.8)
1.4
-5.2%
Research and development expenses
(9.9)
(8.4)
(1.4)
+16.9%
Other expenses
(1.7)
(2.3)
0.6
-25.5%
+ Depreciation, amortization and impairment
19.1
17.8
1.4
+7.6%
adjusted EBITDA
51.8
55.5
(3.7)
-6.7%
adjusted EBITDA margin
14.4%
14.1%
0.2%
- Depreciation, amortization and impairment
(19.1)
(17.8)
(1.4)
+7.6%
adjusted EBIT
32.6
37.7
(5.1)
-13.4%
adjusted EBIT margin
9.1%
9.6%
-0.6%
Financial income
0.4
0.7
(0.3)
-41.3%
Financial expenses
(7.4)
(8.3)
0.9
-10.9%
Result from associated companies
0.1
0.1
(0.1)
-45.6%
adjusted Net finance costs
(6.9)
(7.5)
0.6
-7.5%
adjusted Profit (Loss) before tax
25.7
30.2
(4.5)
-14.9%
Special items
(4.1)
(4.4)
0.3
-6.2%
Profit (Loss) before tax
21.6
25.9
(4.2)
-16.4%
Income tax expense
(5.4)
(6.6)
1.2
-18.7%
Profit (Loss)
16.2
19.2
(3.0)
-15.6%
Group Revenues of €360.2m, an 8.2% decline vs. FY2024 on account of the following key items:
the normalization of the Turkish payment card market (€22.2m total impact to Group FY2025 Revenues),
primarily driven by cyclicality and a challenging macro backdrop, following several years of exceptional growth
(5-year CAGR of 52.0%).
a reduction in 2025 following a significant contribution of metal card sales to Fintech in Europe in 2024 (€26.0m
total impact to Group FY2025 Revenues).
After excluding the adverse negative effect of both the Turkish payment card market and the metal cards sales to
Fintech in Europe, FY2025 Group Revenues increased by 4.1% vs. FY2024 (or by €16.0m).
16
Annual Financial Report 2025 (translated)
Revenues by Segments
FY2025
FY2024
€m chg
% chg
in € million
Central Eastern Europe & DACH (CEE)
203.0
224.9
(21.9)
-9.7%
Western Europe, Nordics, Americas (WEST)
122.8
130.9
(8.1)
-6.2%
Türkiye, Middle East and Africa (MEA)
61.6
79.0
(17.5)
-22.1%
Eliminations & Corporate
(27.2)
(42.6)
15.4
-36.1%
Total
360.2
392.3
(32.1)
-8.2%
Central Eastern Europe & DACH (CEE)
Revenues in the segment declined by €21.9m or 9.7% vs. FY2024 to €203.0m, largely due to the decline in the
inter-segment revenues with the MEA segment by €20.0m, due to a significant reduction in card volumes on
account of the aforesaid headwinds in the Turkish payment card market, as well as to lower Document Lifecycle
Management revenues in the areas of printing (-€3.7m) and distribution services (-€3.2m), especially in Romania
and Greece. This was partially compensated by strong revenue growth in the Digital Technologies category
(+€6.2m or +22.5% vs. FY2024), anchored by the public sector digitization projects in Greece (+€7.2m or +64.6%
vs. FY2024).
Document Lifecycle Management remained the segment’s key revenue contributor (€89.8m revenues or 44.2% of
CEE segment total), followed by Identity & Payment solutions (€79.7m revenues or 39.2% of CEE segment total).
Digital Technologies (€33.6m revenues or 16.5% of CEE segment total) was the single largest revenue growth
driver in the CEE region.
Western Europe, Nordics, Americas (WEST)
Revenues in the segment declined by €8.1m or 6.2% vs. FY2024 to €122.8m, largely due to the aforesaid
reduction in metal card sales to a large Fintech customer in Europe (negative impact of €26.0m). During the course
of 2024 one of our Fintech clients in Europe had launched metal cards campaigns, resulting in sizeable metal cards
orders, which were not been repeated in 2025.
This shortfall was largely compensated by strong business performance with US and UK based customers
(predominantly Fintech) contributing €6.0m and €7.2m respectively in revenue growth, supported by growth in
metal cards, personalization services and distribution (fulfilment) services.
Identity & Payment solutions remained the segment’s key revenue contributor generating €93.2m (2024: €110.4m)
revenues or 75.9% of WEST segment total), followed by Document Lifecycle Management (€29.2m revenues or
23.8% of WEST segment total), which reported strong growth of 42.9% vs. FY 2024 (€ 8.8m revenue contribution).
Türkiye, Middle East and Africa (MEA)
Revenues in the segment declined by €17.5m or 22.1% vs. FY2024 to €61.6m, adversely impacted by the
normalization of the Turkish payment card market (negative impact of €23.3m on segment revenues), due to the
persistent macroeconomic volatility and uncertainty, together with cyclicality and normalization of customer stock
levels, following high levels of paid stock after several years of substantial growth. This revenue shortfall was
partially compensated by growth of €3.6m in the ID sector, related to the delivery of ID cards in different
jurisdictions in the MEA region as well as by growth in the Document Lifecycle Management category of €2.8m,
supported by the production and delivery of elections materials for a country in East Africa in Q4 2025.
Identity & Payment solutions accounted for €39.2m or 63.8% of MEA segment revenues, compared to €59.9m in
2024, whereas Document Lifecycle Management generated €22.0m or 35.8% of MEA segment total.
17
Annual Financial Report 2025 (translated)
Revenues by solution category
FY2025
FY2024
€m chg
% chg
in € million
Identity & Payment Solutions
186.0
229.6
(43.6)
-19.0%
Document Lifecycle Management
140.0
135.3
4.7
+3.5%
Digital Technologies
34.1
27.4
6.7
+24.6%
Total
360.2
392.3
(32.1)
-8.2%
Identity & Payment Solutions
Revenues of the Identity & Payment Solutions category declined by €43.6m or 19.0% vs. FY 2024 to €186.0m,
adversely impacted by the normalization of the Turkish payment card market and the resulting reduction in card
deliveries (-29.5m cards or –20.0%) as well as by the aforesaid developments in the metal cards sales to Fintech
in Europe (following a significant contribution in FY 2024). The combined negative impact of these two factors
amounted to €48.1m and has been partially compensated by growth in the US market (+€3.4m or 24.6%) and in
the ID sector (+€6.8m or 67.0%), driven by cyclical renewal of the Austrian e-health card and by the
aforementioned successful business development in the MEA region.
Document Lifecycle Management
Revenues registered a solid 3.5% or €4.7m increase vs. FY2024 to €140.0m, largely driven by distribution services
growing 7.2% vs. FY2024, with WEST being the key driver (+41.9% vs. FY2024), anchored by the distribution of
Fintech-related personalized cards (fulfilment services). Document output (printing and security printing) revenues
remained virtually unchanged vs. FY2024, as growth in the MEA region of € 2.8m or +14.7% vs. FY2024 was offset
by a decline in the CEE region.
Digital Technologies
Revenues reported a robust 24.6% or €6.7m increase vs. FY2024 to €34.1, largely on account of the 64.6% or
€7.2m increase vs. FY2024 in revenues related to contracted, large-scale, public sector digitization projects in
Greece.
Group Gross Profit
FY2025
FY2024
€m chg
% chg
in € million
Gross profit I
178.4
182.5
(4.0)
-2.2%
Gross profit I margin
49.5%
46.5%
3.0%
Gross profit II
86.8
94.6
(7.8)
-8.2%
Gross profit II margin
24.1%
24.1%
0.0%
Gross profit I decreased by €4.0m or 2.2% vs. FY 2024 to €178.4m due to the reported revenue shortfall. Gross
profit I margin widened by more than 3 percentage points to 49.5%, supported by all geographic segments, on
the back of a more favourable revenue mix towards higher-margin services and solutions, which are not burdened
by the associated material costs, as well as by a relatively lower contribution from metal card sales.
Gross profit II decreased by €7.8m or 8.2% vs. FY2024 as a result of the Gross Profit I reduction and higher
Production costs related to the growth in security printing and ID projects in the MEA segment as well as in our
main service centers in the WEST region.
Gross profit II margin remained unchanged vs. FY2024 at 24.1%, as the more favourable revenue mix towards
higher-margin services and solutions has compensated for the Gross Profit I reduction and higher production costs.
18
Annual Financial Report 2025 (translated)
Group Operating Expenses (OPEX)
FY2025
FY2024
€m chg
% chg
in € million
Production costs
(91.7)
(87.9)
(3.8)
+4.3%
Selling and distribution expenses
(22.5)
(23.3)
0.9
-3.8%
Administrative expenses
(26.3)
(27.8)
1.4
-5.2%
R&D expenses
(9.9)
(8.4)
(1.4)
+16.9%
+ Depreciation, amortization & impairment
19.1
17.8
1.4
+7.6%
Total
(131.2)
(129.7)
(1.5)
+1.2%
as % of Revenues
36.4%
33.1%
Group OPEX (excluding depreciation, amortization & impairment) marginally increased (+1.2% or by €1.5m) vs.
FY2024, as our disciplined focus on operational efficiency improvements delivered a 4.5% reduction vs. FY2024 to
Group SG&A expenses (SG&A includes both the Selling and distribution, and Administrative expenses). The increase
in R&D expenses by €1.4m or 16.9% reflects our continued investment in R&D capabilities to support future
business growth especially in Digital Technologies.
Group Operating Profitability
FY2025
FY2024
€m chg
% chg
in € million
adjusted EBITDA
51.8
55.5
(3.7)
-6.7%
adjusted EBITDA margin
14.4%
14.1%
+0.2%
adjusted EBIT
32.6
37.7
(5.1)
-13.4%
adjusted EBIT margin
9.1%
9.6%
-0.6%
Group adjusted EBITDA declined by €3.7m or 6.7% vs. FY 2024 to €51.8m, largely on account of the revenue
shortfall (€32.1m decline), which more than offset our cost savings in both cost of sales (€24.3m reduction) and
SG&A (€2.3m reduction) as well as the R&D capitalization and subsidy related increase in Other income (€1.2m).
Adjusted EBITDA margin widened by 0.2 percentage points to 14.4%, supported largely by our continued cost
rationalisation efforts.
Group adjusted EBIT declined by €5.1m or 13.4% vs. FY 2024 to €32.6m, following the adjusted EBITDA
reduction while also further burdened by higher depreciation & amortization expenses associated to the Group’s
CAPEX and M&A activity in 2024. Adjusted EBIT margin contracted by 0.6 percentage points to 9.1% due to the
increase in depreciation & amortization expenses.
Special items
included in
FY2025
FY2024
€m chg
% chg
in € million
Management participation programs
EBITDA
(2.9)
(3.7)
0.7
-19.7%
Foreign exchange losses
Profit before tax
(1.5)
0.0
(1.5)
n/m
Foreign exchange gains
Profit before tax
0.0
0.2
(0.2)
n/m
Effect Hyperinflation IAS 29
Profit before tax
(0.5)
(1.1)
0.6
-54.3%
Income from financial assets and liabilities at
Profit before tax
1.1
0.2
0.9
+416.8%
fair value through profit or loss
Expense from financial assets and liabilities
Profit before tax
(0.2)
(0.1)
(0.1)
+230.0%
at fair value through profit or loss
Total
(4.1)
(4.4)
0.3
-6.2%
The total net expense related to Special items amounted to €4.1m, decreasing by €0.3m vs. FY2024, as lower
costs related to (a) the Management participation programs (SOP) (attributed to the lower number of eligible
participants) and (b) hyperinflation (IAS 29) were partially offset by higher FX losses, particularly related to the
devaluation of the Romanian RON and the US Dollar vs. the Euro.
19
Annual Financial Report 2025 (translated)
Group Net Results
FY2025
FY2024
€m chg
% chg
in € million
Profit/(Loss) before tax
21.6
25.9
(4.2)
-16.4%
Profit/(Loss) attributable to Company Owners
14.7
19.0
(4.3)
-22.7%
Profit/(Loss)
16.2
19.2
(3.0)
-15.6%
EPS (basic) (€)
0.41
0.52
-22.0%
Group Net Profit reached €16.2m, a €3.0m or € 15.6% decline vs. FY 2024, as lower net finance costs (-€0.6m
or -7.5% vs. FY2024, excluding financial expenses accounted for as Special Items), driven by lower base interest
rates as well as by a reduction of the average outstanding debt, only marginally compensated for the aforesaid
reduction to Group EBIT. The Group average (blended) interest cost for financial debt declined to 5.6% vs. 6.1%
in FY2024, reflecting the 1.4 percentage points reduction in the average 3-month-Euribor rate in 2025 vs. 2024
being partially offset by the Group’s interest rate hedges. The Group effective tax rate in FY2025, based on adjusted
Profit before tax (excluding non-tax deductible Management SOP and valuation effects), decreased to 20.9% vs.
21.9% in FY2024, mainly on account of an increase in taxable profit in jurisdictions with a lower corporate tax rate.
20
Annual Financial Report 2025 (translated)
3.4.
Financial position
Statement of financial position
31/12/2025
31/12/2024
€m chg
% chg
in € million
Non-current assets
159.0
165.2
(6.2)
-3.8%
Current assets
168.7
166.4
2.4
+1.4%
Total assets
327.8
331.6
(3.8)
-1.2%
Total Equity
135.9
124.8
11.1
+8.9%
Non-current liabilities
106.8
117.3
(10.5)
-9.0%
Current Liabilities
85.0
89.5
(4.4)
-5.0%
Total Equity and Liabilities
327.8
331.6
(3.8)
-1.2%
Total Assets as of 31/12/2025 reached €327.8m, a €3.8m or 1.2% reduction vs. 31/12/2024.
Non-current assets decreased by €6.2m to €159.0m, largely due to the regular depreciation and amortization of
both tangible (PP&E) and intangible assets.
Current assets increased by €2.4m to €168.7m, largely on account of higher Contract assets which increased by
€13.9m due to the ongoing implementation of contracted public sector digitization projects in Greece, which are
invoiced upon project completion. This increase was partially compensated by a reduction in both inventories
(€5.7m) and trade receivables (€7.4m).
Net Working Capital
31/12/2025
31/12/2024
€m chg
% chg
in € million
Inventories
67.1
72.8
(5.7)
-7.8%
Contract assets
28.8
15.0
13.9
+92.8%
Current income tax assets
0.8
0.5
0.2
+47.3%
Trade receivables
37.9
45.3
(7.4)
-16.3%
Other receivables
9.0
11.1
(2.1)
-19.0%
143.6
144.6
(1.0)
-0.7%
Current income tax liabilities
(3.0)
(3.6)
0.6
-16.7%
Trade payables
(41.1)
(43.8)
2.7
-6.1%
Other payables
(17.8)
(17.0)
(0.8)
+4.6%
Contract liabilities
(6.3)
(7.2)
0.9
-13.0%
Deferred income
(1.2)
(1.8)
0.5
-30.8%
(69.4)
(73.4)
4.0
-5.4%
Net Working Capital
74.2
71.3
3.0
+4.2%
% of Revenues (12 months rolling)
20.6%
18.2%
Net Working Capital increased by €3.0m or +4.2% vs. 31/12/2024 to €74.2m, largely attributed to the increase
in Contract assets (€13.9m) which was partially compensated by the reduction in receivables and inventories. The
latter is also related to a successful re-negotiation of purchasing obligations with the Group’s main chip suppliers
during 2025.
Total Liabilities as of 31/12/2025 reached €191.8m, a €15.0m reduction vs. 31/12/2024, largely driven by the
€10.6m reduction in Loans & borrowings. Non-current liabilities declined by €10.5m to €106.8m due to lower Loans
& borrowings. Current liabilities decreased by €4.4m to €85.0m mainly due to a reduction of Trade payables related
to lower chip purchases close to financial year-end.
21
Annual Financial Report 2025 (translated)
Net Debt
31/12/2025
31/12/2024
€m chg
% chg
in € million
Cash and cash equivalents (A)
25.1
21.7
3.4
+15.7%
Loans and borrowings (B)
106.8
117.4
(10.6)
-9.0%
Net Debt (B) – (A)
81.6
95.6
(14.0)
-14.6%
Financial Position | Key Metrics
31/12/2025
31/12/2024
Total Equity / Total Assets (Equity Ratio)
41.5%
37.6%
Net Debt / adjusted EBITDA (12 months rolling) (x)
1.6
1.7
Group Net Debt decreased by €14.0m vs. 31/12/2024 to €81.6m, on the back of improved operating cash flow
generation, which has been used to reduce loans and borrowings.
Group Leverage (Net Debt / adjusted EBITDA) maintained at healthy levels (1.6x) and slightly improved vs.
FY2024 (1.7x) as a result of the 14.6% reduction in Group Net Debt.
Total Equity as of 31/12/2025 reached €135.9m, representing a €11.1m or 8.9% increase vs. 31/12/2024, related
to the Group Profit (€ 16.2m) and the positive equity effect of the management participation plan (€2.9m) being
partially compensated by dividend payments to shareholders and non-controlling interests (in total €4.2m) and by
negative effects from FX translation. Equity Ratio as of 31/12/2025 increased to 41.5% from 37.6% on
31/12/2024, reflecting a material improvement in the Group’s capital structure and balance sheet resilience.
Non-controlling interests increased by €3.1m to €3.7m mainly on account of profit generation in the period and
the elimination of negative non-controlling interest as a result of the acquisition of the remaining 40% stake in TAG
SYSTEMS USA INC. in January 2025.
Statement of cash flows
FY2025
FY2024
€m chg
% chg
in € million
Cash flows from operating activities
39.7
34.0
5.7
+16.7%
Cash flows from investing activities
(12.1)
(15.0)
2.9
-19.6%
Cash flows from financing activities
(23.3)
(21.1)
(2.2)
+10.4%
Net increase (decrease) in cash and cash
4.4
(2.1)
6.4
n/m
equivalents
Capital expenditure (CAPEX) incl. ROU, excl. M&A
(17.2)
(19.9)
2.7
-13.8%
Cash flows from operating activities resulted in €39.7m net inflow increasing by € 5.7m or +16.7% vs. FY2024,
largely on account of the reduced working capital build-up which was reduced from €-14.3m in 2024 to
€-3.0m in 2025.
22
Annual Financial Report 2025 (translated)
Cash flows from investing activities resulted in €12.1m net outflow decreasing by € 2.9m due to M&A activity
in 2024 and the sale of two non-operational properties on the back of our ongoing initiatives to streamline
operations, generating a cash inflow of €1.8m in 2025. Cashflow for acquiring tangible (PPE) and intangible assets
amounted to € 14.8m, largely in line with FY2024, and included
€4.8m for investments in inhouse software development, aimed at enhancing our Digital Solutions and
operating systems, as well as
investments in additional machinery for delivering large-scale security printing projects in MEA and
regular investments in plant and equipment
Cash flows from financing activities resulted in €23.3m net outflow compared to a net outflow of €21.1m in
2025, consisting mainly of payments for
Interest expenses of €6.1m, substantially reduced compared to €7.5m in FY 2024,
dividends to shareholders (€0.11 per share, payment effected on July 4, 2025) and non-controlling interests
(aggregate total of €4.2m),
acquisition of own shares (€0.5m) and
repayments for loans and borrowings.
3.5.
Non-financial performance indicators
Non-financial performance indicators
FY2025
FY2024
chg
% chg
Number of sold cards (in million)
117.9
147.8
(29.8)
-20.2%
Average number of employees in Full-time equivalents
2,117
2,301
(184)
-8.0%
Number of employees in Headcount as of 31 December
2,360
2,401
(41)
-1.7%
23
Annual Financial Report 2025 (translated)
3.6.
Report on segments
3.6.1. Central Eastern Europe & DACH (CEE)
Segment performance
FY2025
FY2024
€m chg
% chg
in € million
Revenues
203.0
224.9
(21.9)
-9.7%
Costs of material & mailing
(110.9)
(123.7)
12.8
-10.3%
Gross profit I
92.1
101.2
(9.1)
-9.0%
Gross profit I margin
45.4%
45.0%
+0.4%
Production costs
(49.6)
(50.6)
1.1
-2.1%
Gross profit II
42.6
50.6
(8.0)
-15.9%
Gross profit II margin
21.0%
22.5%
-1.5%
Other income
5.5
4.7
0.8
+16.5%
Selling and distribution expenses
(11.4)
(12.4)
1.0
-7.8%
Administrative expenses
(13.9)
(15.9)
2.0
-12.6%
Research and development expenses
(7.9)
(6.5)
(1.4)
+21.8%
Other expenses
(1.4)
(1.5)
0.1
-6.9%
+ Depreciation, amortization and impairment
11.1
10.6
0.5
+4.7%
adjusted EBITDA
24.5
29.6
(5.1)
-17.2%
adjusted EBITDA margin
12.1%
13.2%
-1.1%
- Depreciation, amortization and impairment
(11.1)
(10.6)
(0.5)
+4.7%
adjusted EBIT
13.4
19.0
(5.6)
-29.5%
adjusted EBIT margin
6.6%
8.4%
-1.8%
Revenues in the segment declined by €21.9m or 9.7% vs. FY2024 to €203.0m, largely due to the reduction by
€20.0m in the inter-segment revenues with the MEA segment, driven by a significant drop in card volumes on
account of the aforesaid headwinds in the Turkish payment card market, as well as to the reduction of Document
Lifecycle Management revenues in printing (-€3.7m) and distribution services (-€3.2m), especially in Romania and
Greece. This revenue shortfall was partially compensated by strong revenue growth in the Digital Technologies
category of €6.2m or +22.5% vs. FY 2024, anchored by the public sector digitization projects in Greece (+€7.2m
or +64.6% vs. FY 2024).
Document Lifecycle Management remained the segment’s key revenue contributor (€89.8m revenues or 44.2% of
CEE segment total), followed by Identity & Payment solutions (€79.7m revenues or 39.2% of CEE segment total).
Digital Technologies (€33.6m revenues or 16.5% of CEE segment total) was the single largest revenue growth
driver in the CEE region.
Gross Profit I declined by €9.1m or 9.0% vs. FY2024 to €92.1m due to the reduction in revenues. Gross Profit
I margin marginally expanded to 45.4%, on the back of a more favourable revenue mix towards higher-margin
Digital Technologies solutions, which are not burdened by the associated material costs.
Gross Profit II declined by €8.0m or 15.9% vs. FY2024 to €42.6m, largely on account of the aforesaid revenue
shortfall which more than offset the reduction in production costs. Gross Profit II margin contracted by more
than 1 percentage point to 21.0%.
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Annual Financial Report 2025 (translated)
Operating expenses (OPEX)
excl. depreciation, amortisation & impairment
FY2025
FY2024
€m chg
% chg
in € million
Production costs
(49.6)
(50.6)
1.1
-2.1%
Selling and distribution expenses
(11.4)
(12.4)
1.0
-7.8%
Administrative expenses
(13.9)
(15.9)
2.0
-12.6%
Research and development expenses
(7.9)
(6.5)
(1.4)
+21.8%
+ Depreciation, amortization and impairment
11.1
10.6
0.5
+4.7%
Total
(71.7)
(74.8)
3.1
-4.2%
as % of Revenues
35.3%
33.3%
Operating Expenses (OPEX) (excluding depreciation, amortization & impairment) decreased by €3.1m or 4.2%
vs. FY2024 to €71.7m, driven by a decline in production costs together with our continued cost rationalisation
efforts in SG&A expenses (10.5% decline vs. FY2024). The increase in R&D expenses reflects our continued
investment in R&D capabilities to support future business growth, especially in the Digital Technologies category.
Adjusted EBITDA of €24.5m, declined by €5.1m or 17.2% vs. FY2024, on account of the aforesaid revenue
shortfall being only partially compensated by cost savings and higher Other income (related to R&D subsidy and
capitalization). Adjusted EBITDA margin contracted by approx. 1 percentage point to 12.1%.
Adjusted EBIT declined by 29.5% vs. FY2024 to €13.4m, reflecting the adjusted EBITDA reduction, with the
relevant margin contracting by almost 2 percentage points to 6.6%.
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Annual Financial Report 2025 (translated)
3.6.2. Western Europe, Nordics, Americas (WEST)
Segment performance
FY2025
FY2024
€m chg
% chg
in € million
Revenues
122.8
130.9
(8.1)
-6.2%
Costs of material & mailing
(65.4)
(75.4)
10.0
-13.3%
Gross profit I
57.3
55.5
1.9
+3.4%
Gross profit I margin
46.7%
42.4%
+4.3%
Production costs
(24.8)
(22.5)
(2.3)
+10.3%
Gross profit II
32.5
33.0
(0.4)
-1.3%
Gross profit II margin
26.5%
25.2%
+1.3%
Other income
0.3
0.1
0.2
+238.9%
Selling and distribution expenses
(8.5)
(8.5)
(0.1)
+0.9%
Administrative expenses
(8.4)
(8.5)
0.1
-1.2%
Research and development expenses
(0.8)
(1.6)
0.8
-50.1%
Other expenses
(0.3)
(0.3)
0.0
+9.4%
+ Depreciation, amortization and impairment
6.6
6.4
0.2
+3.2%
adjusted EBITDA
21.4
20.6
0.8
+3.7%
adjusted EBITDA margin
17.4%
15.7%
+1.7%
- Depreciation, amortization and impairment
(6.6)
(6.4)
(0.2)
+3.2%
adjusted EBIT
14.8
14.2
0.6
+4.0%
adjusted EBIT margin
12.0%
10.9%
+1.2%
Revenues in the segment declined by 6.2% or €8.1m vs. FY2024 to €122.8m, largely due to the aforesaid
reduction of metal card sales to a large Fintech customer in Europe (negative impact of €26.0m on segment
Revenues). During the course of 2024 one of our Fintech clients in Europe had launched metal cards campaigns,
resulting in sizeable metal cards orders, which have not been repeated during 2025. This shortfall was largely
compensated by strong growth from the Group’s US (€6.0 contribution) and UK (€7.2m contribution) based
customers (predominantly Fintech), anchored by metal cards, personalization services and distribution (fulfilment)
services.
Identity & Payment solutions remained the segment’s key revenue contributor generating €93.2m revenues (2024:
€110.4m) or 75.9% of WEST segment total, followed by Document Lifecycle Management (€29.2m revenues or
23.84% of WEST segment total), which reported strong growth of 42.9% vs. FY 2024 (+€ 8.8m).
Gross Profit I increased by €1.9m or 3.4% vs. FY2024 to €57.3m despite the incurred revenue reduction. Gross
Profit I margin expanded by more than 4 percentage points to 46.7%, supported by a more favourable revenue
mix towards higher-margin services and solutions (higher contribution from personalization and fulfilment services)
and relatively lower contribution from metal cards sales which carry relatively higher material costs.
Gross Profit II declined by €0.4m or 1.3% vs. FY 2024 to €32.5m, as higher Production costs more than offset
the Gross Profit I increase. Gross Profit II margin expanded by more than 1 percentage point to 26.5%,
supported by a more favourable revenue mix.
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Annual Financial Report 2025 (translated)
Operating expenses (OPEX)
excl. depreciation, amortisation & impairment
FY2025
FY2024
€m chg
% chg
in € million
Production costs
(24.8)
(22.5)
(2.3)
+10.3%
Selling and distribution expenses
(8.5)
(8.5)
(0.1)
+0.9%
Administrative expenses
(8.4)
(8.5)
0.1
-1.2%
Research and development expenses
(0.8)
(1.6)
0.8
-50.1%
+ Depreciation, amortization & impairment
6.6
6.4
0.2
+3.2%
Total
(36.0)
(34.7)
(1.3)
+3.8%
as % of Revenues
29.3%
26.5%
Operating Expenses (OPEX) (excluding depreciation, amortization & impairment) increased by 3.8% vs. FY2024
to €36.0m, driven by higher production costs supporting growth in our personalization hubs in the US, UK and
Poland. SG&A expenses (includes both Selling and distribution, and Administrative expenses) remained virtually
unchanged vs. FY2024, despite the continued business expansion, particularly in the US and UK. The reduction in
R&D expenses reflects a normalization in our development efforts, particularly in Card-as-a-service solutions,
following prior years’ relatively large investments.
Adjusted EBITDA increased by €0.8m or 3.7% vs. FY2024 to €21.4m, with the relevant margin expanding by
almost 2 percentage points to 17.4%, reflecting the benefits of a more favourable revenue mix towards higher-
margin services as well as by operational efficiency improvements.
Adjusted EBIT increased by €0.6m or 4.0% vs. FY2024 to €14.8m, supported by practically flat depreciation and
amortization expenses, with the relevant margin expanding by 1 percentage point to 12.0%.
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Annual Financial Report 2025 (translated)
3.6.3. Türkiye, Middle East and Africa (MEA)
Segment performance
FY2025
FY2024
€m chg
% chg
in € million
Revenues
61.6
79.0
(17.5)
-22.1%
Costs of material & mailing
(30.8)
(50.7)
19.9
-39.2%
Gross profit I
30.8
28.4
2.4
+8.5%
Gross profit I margin
50.0%
35.9%
+14.1%
Production costs
(17.3)
(14.8)
(2.5)
+16.8%
Gross profit II
13.5
13.6
(0.1)
-0.6%
Gross profit II margin
21.9%
17.2%
+4.7%
Other income
0.0
0.1
(0.1)
n/m
Selling and distribution expenses
(2.5)
(2.5)
(0.0)
0.3%
Administrative expenses
(2.4)
(2.4)
0.0
-1.0%
Research and development expenses
(0.7)
(0.3)
(0.4)
+125.3%
Other expenses
(0.0)
(0.4)
0.4
n/m
+ Depreciation, amortization and impairment
1.4
0.8
0.6
+81.9%
adjusted EBITDA
9.3
8.9
0.4
+4.4%
adjusted EBITDA margin
15.1%
11.3%
+3.8%
- Depreciation, amortization and impairment
(1.4)
(0.8)
(0.6)
+81.9%
adjusted EBIT
7.9
8.1
(0.2)
-2.8%
adjusted EBIT margin
12.9%
10.3%
+2.6%
Revenues in the segment declined by €17.5m or 22.1% to €61.6m, adversely impacted by the normalization of
the Turkish payment card market with a negative impact of €23.3m on segment revenues due to the persistent
macroeconomic volatility and uncertainty, together with cyclicality and normalization of customer stock levels,
following high levels of paid stock after several years of substantial growth. This reduction was partially
compensated by growth of €3.6m in the ID sector related to the delivery of ID cards in different jurisdictions in the
MEA region as well as by growth in the Document Lifecycle Management category of €2.8m, especially related to
the production and delivery of elections materials for a country in East Africa in Q4 2025.
Identity & Payment solutions contributed €39.2m or 63.8% of MEA segment revenues, compared to €59.9m in
2024, whereas Document Lifecycle Management generated €22.0m revenues or 35.8% of MEA segment total.
Gross Profit I increased – despite the significant reduction in revenues – by €2.4m or 8.5% vs. FY2024 to €30.8m,
anchored by a more favourable revenue mix towards higher-margin security document printing and ID solution
projects which carry relatively lower material costs. Gross Profit I margin thus widened by more than 14
percentage points to 50.0%.
Gross Profit II remained practically unchanged vs. FY2024 at €13.5m as the increase in Production costs related
to the aforementioned security printing and ID projects offset the increase in Gross Profit I. Gross Profit II
margin improved by almost 5 percentage points to 21.9%, reflecting the revenue mix towards higher-margin
security document printing and ID solution projects.
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Annual Financial Report 2025 (translated)
Operating expenses (OPEX)
excl. depreciation, amortisation & impairment
FY2025
FY2024
€m chg
% chg
in € million
Production costs
(17.3)
(14.8)
(2.5)
+16.8%
Selling and distribution expenses
(2.5)
(2.5)
(0.0)
+0.3%
Administrative expenses
(2.4)
(2.4)
0.0
-1.0%
Research and development expenses
(0.7)
(0.3)
(0.4)
+125.3%
+ Depreciation, amortization and impairment
1.4
0.8
0.6
+81.9%
Total
(21.4)
(19.2)
(2.2)
+11.6%
as % of Revenues
34.8%
24.3%
Operating Expenses (OPEX) (excluding depreciation, amortization & impairment) increased €2.2m or 11.6%
vs. FY2024 to €21.4m, on account of the aforementioned increase in production costs associated to security printing
projects, reflecting our expanding business in Africa and Middle East.
Adjusted EBITDA increased by €0.4m or 4.4% vs. FY2024 to €9.3m, supported by our continued focus on cost
optimization and lower other expenses, with the relevant margin expanding by almost 4 percentage points to
15.1%.
Adjusted EBIT declined by €0.2m or 2.8% vs. FY2024 to €7.9m, adversely impacted by higher depreciation and
amortization expenses, while the relevant margin expanded by over 2 percentage points to 12.9%, reflecting the
adjusted EBITDA margin expansion.
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Annual Financial Report 2025 (translated)
4. STRATEGY, OUTLOOK AND RISKS
4.1. Strategy and Future development
The Group’s strategy focuses on strengthening its position as a leading provider of payment and identity solutions.
The Group aims to transition into a full-service solutions provider and become a trusted, long-term partner. Applied
technology is the cornerstone of the Group’s strategic architecture, driving innovation and operational scalability.
The growth strategy is built around four pillars: geographic expansion, market share expansion, enhancement of
products and services portfolio, and value-accretive Mergers and Acquisitions.
Geographic expansion: The Group is actively expanding its footprint in markets where it is currently
underrepresented or has not reached maturity. Key focus areas for developing cutting-edge products and
comprehensive solutions include the UK (leverage on the market-leading positioning with Fintech to roll-out the
Card-as-a-Service platform as well as expand the client universe into Tier 2 Banks), the US (target Fintech and Tier
2 Banks), the Middle East and Africa (MEA) region (target Tier 1-2 regional Banks, delivering holistic Citizen Identity
services as well as engage with regional payment schemes SAMA, Afrigo, Verve).
Market share expansion: Building on its market-leading position in core Central and Eastern European markets
and in fast-growing market segments (Fintech and Neobanks) together with its longstanding business relationships,
the Group is transitioning from a product supplier to an end-to-end applied technology services and solutions
provider. Through a regional cluster-based organizational structure, the Group aims to accelerate market entry and
enhance cross-selling opportunities. Additionally recent acquisitions intend to broaden capabilities and market
reach, allowing for further market share expansion as well as a wider geographic presence.
Products and services portfolio enhancement: The enhancement of our products and services portfolio
focuses on several key areas: payment and banking card solutions as a service, technology transformation of the
public sector, holistic citizen identity and authentication solutions, as well as the integration of advanced digital
technologies, such as AI, generative AI, machine learning, and data analytics. Additionally, we focus on product
innovation, including biometric, metal, and eco-friendly cards.
These elements are essential for achieving the Group’s strategic objectives, which include: (a) transitioning to
solution-led, recurring revenue models, (b) strengthening client relationships through platform integration and
lifecycle services, and (c) expanding digital services to capture growth that enhances profit margins.
Value-accretive M&A: Disciplined, criteria-driven acquisitions aimed at expanding our technological capabilities,
broadening our geographic footprint and increasing our market share. The Group plans to leverage its proven track
record of value-accretive, synergistic acquisitions to date, to further scale its platform as well as to enhance cross-
selling and upselling opportunities. Our primary focus regions are Western Europe and the United States, while our
key areas of interest in terms of solutions and services include citizen biometrics, payment processing, and AI
capabilities.
Sustainability and ESG principles are increasingly integrated into our strategy, with initiatives focused on eco-
friendly materials, closed-loop recycling, and compliance with CSRD and EU Taxonomy requirements. In 2025, we
prioritized establishing a transparent data foundation to measure our impact and progress, laying the groundwork
for ambitious, collaborative ESG targets. We are committed to innovation and responsible resource management,
driving measurable environmental improvements and lasting value for all stakeholders. Looking ahead, we are
developing a robust ESG strategy framework, including a climate transition plan and greater circularity in our
products, positioning us for sustainable growth.
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Annual Financial Report 2025 (translated)
4.2.
Outlook
Management anticipates a return to growth momentum in 2026, despite ongoing challenges related to the
macroeconomic and geopolitical environment. This optimism is based on prior years’ strategic initiatives that
focused on shifting the revenue mix towards higher-margin services and solutions, improving efficiency and
implementing disciplined cost management and capital allocation.
Management is confident that the progress achieved in the second half of 2025 along with the growing pipeline in
2026 will drive sustained revenue growth.
For Full Year 2026, Management targets Group Revenues to register high-single digit growth compared to Full Year
2025, driven by the following key factors:
Digital Technologies: The focus will be on capitalising on the implementation of the remaining contracted,
large-scale public sector digitisation projects in Greece. Additionally, there will be an increasing contribution
from the roll-out of the Card-as-a-Service (CaaS) and the Group’s proprietary GaiaB™ Appliance.
Identity & Payment Solutions: On the back of continued solid growth in Fintech/Neobanks (particularly in
the US and Western Europe) along with advancements in citizen identity solutions in MEA (supported by a
robust pipeline of awarded projects).
As the revenue mix continues to shift towards higher-margin services and solutions, Management expects additional
efficiency improvements and further cost optimization. Consequently, the Group's Full Year 2026 EBITDA margin
is expected to improve compared to the Full Year 2025.
Moreover, following the successful renegotiation of purchasing agreements with the Group’s main chip suppliers in
2025 along with the ongoing normalization of working capital requirements, Management anticipates further
improvements in operating cash flow generation in 2026.
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Annual Financial Report 2025 (translated)
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:
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 hovered above 2% over the last 12 months, new uncertainties have emerged
regarding the further economic development such as the implementation of new tariffs by the USA. 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.
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Annual Financial Report 2025 (translated)
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.
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 remain the primary method of payment and
provide 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.
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Annual Financial Report 2025 (translated)
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.
Dependence and loss of customers
The Group’s business model is characterized by long-standing relationships with a number of major customers
whose order volumes and project cycles have a significant influence on revenue stability and operational planning.
This concentration entails the risk that changes in purchasing behaviour, strategic redirection, or delays in project
execution by these customers may directly affect the Group’s performance. At the same time, the Group also faces
the risk of customer loss, particularly in cases where service quality, product conformity, or delivery reliability do
not meet expectations in highly competitive markets.
Customer dependence and the potential loss of customers are closely linked exposures: reliance on a limited
number of key accounts increases the sensitivity to operational shortcomings, while any deterioration in service
levels can amplify the risk of churn among strategically important customers. To safeguard against these risks, the
Group invests in maintaining strong and broad customer relationships through structured engagement, regular
communication with key decision-makers, and continuous monitoring of contract performance and service-level
compliance. Operational excellence is reinforced through enhanced quality controls, improved data and production
processes, systematic tracking of performance indicators, and targeted workforce development. These efforts are
complemented by measures aimed at reducing customer concentration, including geographic and sectoral
diversification, the expansion of the product and service portfolio, and proactive business development with new
and existing clients.
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.
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Annual Financial Report 2025 (translated)
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.
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.
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.
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Annual Financial Report 2025 (translated)
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.
36
Annual Financial Report 2025 (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.
37
Annual Financial Report 2025 (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, Türkiye, 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.
38
Annual Financial Report 2025 (translated)
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.
39
Annual Financial Report 2025 (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 IFRS Accounting 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.
40
Annual Financial Report 2025 (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 20.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, 2025, 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 (until 24.06.2025), Member of the Company’s
Supervisory Board (as of 24.06.2025).
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 20.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.
41
Annual Financial Report 2025 (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.
42
Annual Financial Report 2025 (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. In 2025, we strengthened our focus on building a culture of trust and
empowerment, recognizing that our people's commitment and adaptability are essential to navigating an
increasingly complex global business environment.
As technology and artificial intelligence continue to reshape the workplace, we have proactively invested in
upskilling and reskilling initiatives to ensure the Group’s workforce remains agile and competitive. Through the
AUSTRIACARD Academy and targeted training programs, we equip our employees with the skills needed to
embrace digital transformation while fostering continuous professional development and cross-functional
collaboration.
Employee well-being remains central to our people strategy. We have expanded our focus beyond physical health
to include mental and emotional well-being, implementing programs that support work-life balance, stress
management, and a supportive workplace culture. By cultivating an inclusive environment where employees feel
valued and heard, we strengthen engagement and enable our teams to perform at their best.
Talent retention and development are critical priorities as we compete for skilled professionals in a dynamic labour
market. We have enhanced our approach to identifying and nurturing high-potential talent, ensuring leadership
continuity and building internal capabilities that support our long-term strategic goals.
The Group’s commitment to ESG principles is reflected in our human resources practices. The HR team plays a
pivotal role in advancing diversity, equity, and inclusion across the organization, promoting sustainable employment
practices, and ensuring that our workforce contributes meaningfully to the Group's environmental and social
objectives.
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 2,401 on 31 December 2024 to 2,360 on 31 December 2025 (41
less employees), mainly due to the optimization of the Pink Post postal and courier services in Romania.
Number of employees
31/12/2025
31/12/2024
chg
% chg
Central Eastern Europe & DACH (CEE)
1,705
1,778
(73)
-4.1%
Western Europe, UK, Nordics, Americas (WEST)
539
516
23
4.5%
Türkiye / Middle East and Africa (MEA)
93
91
2
2.2%
Corporate
23
16
7
43.8%
Total
2,360
2,401
(41)
-1.7%
The average number of employees counted as full-time-equivalents (FTE) decreased by 184 from 2,301 FTE in
2024 to 2,117 FTE in 2025.
43
Annual Financial Report 2025 (translated)
9. ENVIRONMENTAL MANAGEMENT
In 2025, AUSTRIACARD HOLDINGS AG (also “ACAG” or “the Group”) further strengthened its environmental
management and sustainability practices. Through continued alignment with the ESRS framework and the
publication of a dedicated sustainability report, the Group enhanced transparency while improving data quality,
internal controls, and reporting consistency. Environmental management remains anchored in regulatory
compliance, continuous improvement, and internationally recognized standards across all production sites and
service operations.
ESG Strategy Development
During the year, ACAG advanced the development of a comprehensive ESG strategy. The focus was on establishing
a reliable and transparent data foundation across all entities to better understand environmental impacts and
enable the setting of Group wide climate and circularity targets in the coming years. This groundwork will support
coordinated implementation and progress tracking across the Group. This strategic direction ensures that
environmental priorities can be addressed consistently and effectively across the Group in the coming years.
Reporting Infrastructure & Process Improvements
To support a more consistent and streamlined approach to ESG reporting, ACAG implemented a unified Group-
wide reporting tool and strengthened related processes. Key enhancements included:
A single platform for Group- and entity-level data capture, review, and consolidation across environmental,
social, and governance topics.
Introduction of a new Group ESG Manager, along with clearer roles and responsibilities for local ESG
coordinators.
Strengthened review and validation procedures.
Improved coverage and accuracy across Scope 1, 2, and key Scope 3 greenhouse gas emission categories,
aligning estimations with ESRS principles and the GHG Protocol.
These improvements enhance audit readiness and support reliable decision making.
Climate Action
ACAG continued to advance climate related measures across its entities. Efforts focused on:
Enhanced Scope 1, 2, and 3 GHG inventory across major entities, improving both data quality and emission
factor selection, and laying the foundation for a climate strategy based on robust data.
A variety of measures at entity level, including energy efficiency initiatives, expanding the use and
production of renewable electricity, and increasing the electrification of the vehicle fleet.
Preparatory work for the 2026 climate transition plan.
These activities support long term emission reduction efforts across operations and the supply chain.
Circular Economy & Resource Use
The Group strengthened initiatives to reduce resource consumption and environmental impact, with a focus on:
Broadening environmentally certified and lower impact materials.
Increasing the use of recycled and bio-based materials in card production.
Continuing pilot programs for card take back and recycling.
Applying life cycle assessments to guide material and design related decisions.
These measures support the transition toward more circular products and processes.
44
Annual Financial Report 2025 (translated)
Strengthened Governance Framework
To reinforce environmental and ethical standards across the Group, ACAG introduced several new policies covering
human rights, labour practices, environmental responsibility, and anti-corruption. These policies provide clearer
expectations for employees and business partners and contribute to a more consistent governance framework.
UN Global Compact Membership
ACAG joined the United Nations Global Compact in 2025, reaffirming its commitment to aligning corporate conduct
with internationally recognized principles on human rights, labour, environment, and anti-corruption.
45
Annual Financial Report 2025 (translated)
10.
RESEARCH AND DEVELOPMENT
AUSTRIACARD has structured its research and development (R&D) activities by a solution-based approach. This
innovative structure centralizes R&D efforts focusing on delivering complete, integrated solutions tailored to
customer needs. The Group's R&D operations are strategically based in key development hubs in Austria, Greece,
and Romania, supported by R&D teams in Andorra, UAE (Dubai), Poland and Spain. These teams work
collaboratively to address specific focus areas.
During this reporting period, the Group’s R&D strategy focused on accelerating innovation across secure
identification, payments, and digital solutions all of which are essential to the Group’s technology-driven growth
model. Significant R&D investments were directed towards next-generation platforms and materials that scale the
Group’s products, solutions, and services portfolio. In 2025, the Group advanced its strategy to create proprietary
IP across end-to-end systems, delivering integrated solutions for secure ID, payments, and digital ecosystems to
fuel geographical expansion, particularly into Africa, and broader digital applications. Key highlights included the
development of next-generation enrolment software for automated personalization of passports and credentials,
and enhanced ACOS (Austriacard Operating System) with superior cryptography and VISA/Mastercard compliance,
extending to biometric fingerprint cards for payments and access.
The GaiaB™ platform marked another milestone with the introduction of a proprietary, AI-driven ecosystem
designed to optimize secure document and transaction management. This initiative demonstrates the Group’s
commitment to leveraging artificial intelligence to drive automation, predictive analytics, and smarter
personalization processes across its product lines.
In the identification systems domain, key developments included the launch of new enrolment and management
software supporting fully automated, end-to-end personalization and issuance of passports, driving licenses, and
other secure credentials. These advancements position the Group at the forefront of government identity systems,
strengthening its reputation as a trusted provider of integrated ID solutions.
In digital payment technologies, substantial progress was achieved through enhancements to the Austriacard
Operating System (ACOS). The latest version introduced improved cryptographic performance, higher resilience
against emerging security threats, and compliance with the newest VISA and Mastercard specifications. These
improvements extend ACOS’ lifespan and adaptability across payment, authentication, and trusted identity
applications.
A notable innovation breakthrough was the industrialization of the biometric fingerprint payment card, embedding
a fingerprint sensor directly into the chip module. This system-on-card solution enhances user convenience and
security by enabling direct biometric authentication. Beyond traditional payment use, the Group is extending this
technology to high-security access and digital identity environments through ongoing proof-of-concept projects.
In addition to technological innovation, there has been a strong focus on sustainability and material innovation.
The completion of certification for PLA-based payment cards provides an eco-friendly alternative that significantly
reduces CO₂ emissions in production, reinforcing the Group’s commitment to environmental responsibility while
meeting growing customer demand for sustainable products.
46
Annual Financial Report 2025 (translated)
These developments collectively represent an advancement in the Group’s long-term innovation roadmap. Focused
investments in advanced R&D, platform-driven technologies, and intelligent manufacturing are expected to deliver
sustainable growth, enhanced margins, and continued leadership in secure digital ecosystems.
47
Annual Financial Report 2025 (translated)
Vienna, 11 March 2026
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
48
Annual Financial Report 2025 (translated)
B) CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
in € thousand
31 December 2025
31 December 2024
Note
Assets
Property, plant and equipment and right of use assets
14
Intangible assets and goodwill
15
Equity-accounted investees
16
Other receivables
18
Deferred tax assets
13
Non-current assets
Inventories
17
Contract assets
7
Current income tax assets
Trade receivables
18
Other receivables
18
Cash and cash equivalents
19
Current assets
Total assets
Equity
Share capital
20
Share premium
20
Own shares
(2,584 )
(2,064 )
20
Other reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
26
Total Equity
Liabilities
Loans and borrowings
22
Employee benefits
11
Other payables
23
Deferred tax liabilities
13
Non-current liabilities
Current tax liabilities
Loans and borrowings
22
Trade payables
23
Other payables
23
Contract liabilities
7
Deferred income
Current Liabilities
Total Liabilities
Total Equity and Liabilities
The following explanatory notes constitute an integral part of these consolidated financial statements.
50
Annual Financial Report 2025 (translated)
Consolidated income statement
in € thousand
Note
2025
2024
Revenues
7
Cost of sales
(273,410 )
(297,730 )
Gross profit
Other income
8
8
Selling and distribution expenses
(22,452 )
(23,338 )
8
Administrative expenses
(29,278 )
(31,447 )
Research and development expenses
8
(9,879 )
(8,450 )
Other expenses
8
(1,682 )
(2,255 )
+ Depreciation, amortization and impairment
14, 15
EBITDA
- Depreciation, amortization and impairment
(19,127 )
(17,772 )
14, 15
EBIT
Financial income
9
Financial expenses
(9,588 )
(9,442 )
9
Result from associated companies
16
Net finance costs
(8,068 )
(8,177 )
Profit (Loss) before tax
Income tax expense
(5,387 )
(6,626 )
13
Profit (Loss)
Profit (Loss) attributable to:
Owners of the Company
Non-controlling interests
Profit (Loss)
Earnings (loss) per share
basic
10
diluted
10
The following explanatory notes constitute an integral part of these consolidated financial statements.
51
Annual Financial Report 2025 (translated)
Consolidated statement of comprehensive income
in € thousand
Note
2025
2024
Profit (Loss)
Other comprehensive income
Items that will not be reclassified subsequently to profit or
loss
14
Revaluation of property, plant and equipment
Related tax
(123 )
Revaluation of defined benefit liability
11
(166 )
(95 )
Related tax
(128 )
Items that will be reclassified subsequently to profit or loss
(114 )
(1,195 )
Cash flow hedges
24
Related tax
Foreign currency translation differences
(3,670 )
(3,758 )
(145 )
(3,886 )
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.
52
Annual Financial Report 2025 (translated)
Consolidated statement of changes in equity
For the year ended 31 December 2025
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
(2,064 )
(6,983 )
(592 )
1
January 2025
Profit (Loss)
Other comprehensive
(3,670 )
(128 )
(88 )
(3,886 )
(0 )
(3,886 )
income
Total
comprehensive
(3,670 )
(128 )
(88 )
income
(520 )
Own
Shares
20
(520 )
(520 )
Dividend distribution
(3,950 )
(3,950 )
(284 )
(4,233 )
Management
11
participation program
Transfer of revaluation
(681 )
reserve
Effect hyperinflation
IAS
29
Final consolidation
(49 )
Acquisition of non-
controlling interests
(1,901 )
(1,849 )
(156 )
without loss of control
Balance at
(2,584 )
(10,650 )
(720 )
31
December 2025
53
Annual Financial Report 2025 (translated)
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
20
(2,064 )
(2,064 )
Dividend distribution
(3,627 )
(3,627 )
(429 )
(4,056 )
Management
11
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
55
Annual Financial Report 2025 (translated)
Consolidated statement of cash flows
in € thousand
Note
2025
2024
Cash flows from operating activities
Profit (Loss) before tax
Adjustments for:
-Depreciation, amortization and impairment
14, 15
-Net finance cost
9
-Net gain or loss on disposal of non-current assets
(276 )
-Change in associated companies
-Change in provisions
(393 )
(298 )
11
-Other non-cash transactions
Changes in:
-Inventories
(14,631 )
17
-Contract assets
(13,872 )
7
-Trade and other receivables
18
-Contract liabilities
(934 )
(10,253 )
7
-Trade payable and other payables
(2,596 )
(233 )
23
Taxes paid
(6,395 )
(5,057 )
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 )
Payments for acquisition of property, plant and equipment & intangible assets
(14,333 )
(13,731 )
14, 15
Net cash from (used in) investing activities
(12,088 )
(15,034 )
Cash flows from financing activities
Interest paid
(6,055 )
(7,472 )
Proceeds from loans and borrowings
22
Repayment of loans and borrowings
(13,403 )
(12,258 )
22
Payment of lease liabilities
(4,193 )
(4,469 )
22
Acquisition of own shares
(520 )
(2,064 )
20
Acquisition of non-controlling interest
(156 )
Dividends paid to non-controlling interest
(284 )
(429 )
Dividends paid to owners of the company
(3,950 )
(3,627 )
Net cash from (used in) financing activities
(23,283 )
(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
(949 )
Cash at 31 December
The following explanatory notes constitute an integral part of these annual financial statements.
56
55
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 IFRS Accounting 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 31 and 32.
Testing for impairment of goodwill
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.
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4. IAS 29 Financial Reporting in hyperinflation economies
IAS 29 is applied for a subsidiary in Türkiye, as the cumulative three-year inflation rate has led to Türkiye's classification as a hyperinflationary country within the meaning of IAS 29. 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 also as of 31.12.2025. 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 31.12.2025 was 3,513.87. The change in the index in fiscal year 2025 and 2024 can be found in the following table:
| Date | Index CPI 2003 2025 | Monthly change 2025 | Index CPI 2003 2024 | Monthly change 2024 |
| 31/12 | 2,684.55 | 1,859.38 | ||
| 31/01 | 2,819.65 | 5.0% | 1,984.02 | 6.7% |
| 28/02 | 2,883.75 | 2.3% | 2,073.88 | 4.5% |
| 31/03 | 2,954.69 | 2.5% | 2,139.47 | 3.2% |
| 30/04 | 3,043.23 | 3.0% | 2,207.50 | 3.2% |
| 31/05 | 3,089.74 | 1.5% | 2,281.85 | 3.4% |
| 30/06 | 3,132.17 | 1.4% | 2,319.29 | 1.6% |
| 31/07 | 3,196.66 | 2.1% | 2,394.10 | 3.2% |
| 31/08 | 3,261.72 | 2.0% | 2,453.34 | 2.5% |
| 30/09 | 3,367.22 | 3.2% | 2,526.16 | 3.0% |
| 31/10 | 3,453.09 | 2.6% | 2,598.91 | 2.9% |
| 30/11 | 3,482.96 | 0.9% | 2,657.23 | 2.2% |
| 31/12 | 3,513.87 | 0.9% | 2,684.55 | 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 2025 financial year was characterized by a continued normalization of the economic environment. Inflation rates further declined over the course of the year and stabilized at a significantly lower level compared to the prior year. Interest rates largely stabilized following the adjustments observed in previous periods. In this environment, the increase in operating expenses slowed further; nevertheless, these costs continued to rise moderately in absolute terms in the 2025 financial year. Cost increases were mitigated by ongoing optimization efforts. Interest expenses were reduced due to lower base interest rates and a reduction in average outstanding debt. For the purposes of medium-term planning and impairment testing, a comparable macroeconomic environment was assumed, taking into account stabilizing interest rates, lower inflation expectations, and the specific circumstances of the respective cash-generating units (CGUs).
International trade policy and potential changes in customs and trade regimes are continuously monitored by management. Based on the current structure of the value chains and the predominantly regional provision of services within the US market, the Group currently does not expect any material direct impacts from trade policy measures or customs restrictions on its financial position, financial performance or results of operations. Any indirect effects, for example through general cost developments or customer investment decisions, are assessed as limited.
In the financial year 2025, a new agreement was concluded with a key chip supplier. This agreement is intended to secure long-term availability and stabilize procurement conditions. The Group currently does not identify any material supply chain risks, in particular due to existing contractual arrangements, alternative sourcing options and continuous monitoring of the supplier structure. Nevertheless, global supply shortages or geopolitically driven disruptions to supply chains cannot be entirely ruled out in principle.
The Group recognizes environmental protection as a particularly important global need. The industry in which the Group companies operate has not a 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.
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Performance of the year
6. 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 and charges separately. These adjustments include i.a. effects from Management participation programs, foreign exchange and other valuation related effects, as reflected in the details on Special items, see note 6.v.
The 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) |
| Central Eastern Europe and | DACH (Germany, Austria, Switzerland), CEE (Italy, Bulgaria, Czech Republic, Hungary, Poland, Romania, |
| DACH = CEE | Slovenia, Slovakia), SEE Region (Greece, Albania, Bosnia and Herzegovina, Kosovo, Northern Macedonia, |
| Montenegro, Serbia) | |
| Western Europe, Nordics, | UK, Ireland, Norway, Sweden, Finland, Demark, Netherlands, Belgium, France, Luxembourg, Monaco, |
| Americas = WEST | Liechtenstein, Spain, Portugal, Andorra, Baltics, North & Latin America |
| Türkiye, Middle East and | Türkiye, MEA Region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates, North and Sub- |
| Africa = MEA | Saharan Africa), Asia |
Starting from 2025 segment reporting also includes effects from Hyperinflation Accounting (IAS 29) for the Türkiye based entity in all positions,
these effects are now included in segment MEA. The effects of IAS 29 are not reported separately anymore to Group management. Previous year’s figures were adapted accordingly.
Income and expenses that are not attributable to one of the operating segments presented above are summarized in column “Corporate”.
Gross profit II as presented in the segment reporting corresponds to the gross profit reported in the consolidated income statement. Accordingly,
the Costs of material & shipping presented in the table below, together with the Production costs shown, correspond to the Cost of sales reported in the consolidated income statement.
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 | ||||||
| 1-12 2025 | ||||||
| in € thousand | CEE | WEST | MEA | Corporate | Eliminations | Total |
| Revenues | 183,792 | 114,980 | 61,399 | 0 | 0 | 360,171 |
| Intersegment revenues | 19,225 | 7,796 | 183 | 3,026 | (30,230) | 0 |
| Segment revenues | 203,017 | 122,776 | 61,582 | 3,026 | (30,230) | 360,171 |
| Costs of material & mailing | (110,913) | (65,430) | (30,811) | 0 | 25,418 | (181,736) |
| Gross profit I | 92,105 | 57,346 | 30,771 | 3,026 | (4,812) | 178,436 |
| Production costs | (49,554) | (24,834) | (17,291) | 0 | 5 | (91,674) |
| Gross profit II | 42,551 | 32,512 | 13,479 | 3,026 | (4,807) | 86,762 |
| Other income | 5,458 | 312 | 0 | 108 | 352 | 6,231 |
| Selling and distribution | (11,447) | (8,526) | (2,481) | 0 | 2 | (22,452) |
| expenses | ||||||
| Administrative expenses | (13,935) | (8,429) | (2,356) | (5,843) | 4,224 | (26,338) |
| Research and development | (7,900) | (778) | (688) | (576) | 64 | (9,879) |
| expenses | ||||||
| Other expenses | (1,371) | (304) | (39) | (18) | 56 | (1,677) |
| + Depreciation, amortization | 11,139 | 6,564 | 1,386 | 38 | 0 | 19,127 |
| and impairment | ||||||
| adjusted EBITDA | 24,493 | 21,351 | 9,301 | (3,264) | (109) | 51,773 |
| - Depreciation, amortization | (11,139) | (6,564) | (1,386) | (38) | 0 | (19,127) |
| and impairment | ||||||
| adjusted EBIT | 13,355 | 14,788 | 7,915 | (3,302) | (109) | 32,647 |
| Financial income | 408 | |||||
| Financial expenses | (7,400) | |||||
| Result from associated | 70 | |||||
| companies | ||||||
| Net finance costs | (6,922) | |||||
| adjusted Profit (Loss) before tax | 25,724 | |||||
| Special items | (4,090) | |||||
| Profit (Loss) before tax | 21,634 | |||||
| Income tax expense | (5,387) | |||||
| Profit (Loss) | 16,247 | |||||
In 2025, an impairment loss of t€ 37 was recognized on non-current assets in the WEST segment. In the CEE segment, the impairment loss on
non-current assets amounted to t€ 172 in 2025, see note 8.C.
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| Reportable Segments | ||||||
| 1-12 2024 | ||||||
| in € thousand | CEE | WEST | MEA | Corporate | Eliminations | Total |
| Revenues | 185,923 | 127,370 | 78,993 | 0 | 0 | 392,285 |
| Intersegment revenues | 38,983 | 3,525 | 56 | 3,555 | (46,119) | 0 |
| Segment revenues | 224,906 | 130,894 | 79,049 | 3,555 | (46,119) | 392,285 |
| Costs of material & mailing | (123,698) | (75,439) | (50,689) | 0 | 40,016 | (209,810) |
| Gross profit I | 101,208 | 55,456 | 28,360 | 3,555 | (6,103) | 182,476 |
| Production costs | (50,626) | (22,505) | (14,801) | 0 | 12 | (87,920) |
| Gross profit II | 50,582 | 32,950 | 13,559 | 3,555 | (6,091) | 94,555 |
| Other income | 4,685 | 92 | 137 | 72 | 0 | 4,987 |
| Selling and distribution | (12,411) | (8,453) | (2,475) | 0 | 0 | (23,338) |
| expenses | ||||||
| Administrative expenses | (15,946) | (8,532) | (2,380) | (7,018) | 6,091 | (27,785) |
| Research and development | (6,484) | (1,559) | (305) | (101) | 0 | (8,450) |
| expenses | ||||||
| Other expenses | (1,473) | (278) | (392) | (108) | 0 | (2,252) |
| + Depreciation, amortization | 10,642 | 6,360 | 762 | 9 | 0 | 17,772 |
| and impairment | ||||||
| adjusted EBITDA | 29,595 | 20,581 | 8,906 | (3,591) | 0 | 55,489 |
| - Depreciation, amortization | (10,642) | (6,360) | (762) | (9) | 0 | (17,772) |
| and impairment | ||||||
| adjusted EBIT | 18,953 | 14,221 | 8,144 | (3,600) | 0 | 37,717 |
| Financial income | 694 | |||||
| Financial expenses | (8,304) | |||||
| Result from associated | 129 | |||||
| companies | ||||||
| Net finance costs | (7,481) | |||||
| adjusted Profit (Loss) before tax | 30,237 | |||||
| Special items | (4,362) | |||||
| Profit (Loss) before tax | 25,875 | |||||
| Income tax expense | (6,626) | |||||
| Profit (Loss) | 19,249 | |||||
In 2024, an impairment loss of t€ 76 was recognized on non-current assets in the WEST segment. In the CEE segment, the impairment loss on
non-current assets amounted to t€ 107 in 2024, see note 8.C.
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iv.
Geographic Information
| Non-current assets by country* | 2025 | 2024 |
| in € thousand | ||
| Romania | 32,381 | 35,183 |
| Greece | 31,203 | 30,746 |
| United Kingdom | 28,985 | 31,291 |
| Austria | 25,663 | 26,159 |
| Andorra | 15,599 | 16,498 |
| USA | 5,836 | 4,485 |
| Cyprus | 5,722 | 6,188 |
| Spain | 3,817 | 4,848 |
| Poland | 2,746 | 2,969 |
| Türkiye | 2,102 | 2,073 |
| Albania | 0 | 55 |
| Total | 154,054 | 160,494 |
* excluding financial instruments and deferred tax assets
The geographic information for the breakdown of revenue is disclosed in note 7.A.
v.
Special items
| Special items | |||
| in € thousand | included in | 2025 | 2024 |
| Management participationprograms | EBITDA | (2,940) | (3,662) |
| Foreign exchange losses | Profit before tax | (1,514) | 0 |
| Foreign exchange gains | Profit before tax | 0 | 219 |
| Effect Hyperinflation IAS 29 | Profit before tax | (494) | (1,082) |
| Income from financial assets and liabilities at fair value through profit or loss | Profit before tax | 1,132 | 219 |
| Expense from financial assets and liabilities at fair value through profit or loss | Profit before tax | (274) | (56) |
| Total | (4,090) | (4,362) |
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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7. 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 Technologies.
| 2025 | ||||||
| Revenues by region | Elimini- | |||||
| in € thousand | CEE | WEST | MEA | Corporate | nations | Total |
| Western Europe, UK, Nordics | 4,448 | 77,287 | 1,865 | 72 | (2,490) | 81,181 |
| Central & Eastern Europe & DACH | 181,445 | 11,508 | 436 | 2,954 | (6,451) | 189,891 |
| Türkiye, MEA, Asia & others | 16,702 | 5,563 | 59,281 | 0 | (20,988) | 60,558 |
| Americas | 423 | 28,418 | 0 | 0 | (301) | 28,541 |
| 203,017 | 122,776 | 61,582 | 3,026 | (30,230) | 360,171 | |
| Type of revenue | ||||||
| Revenues from sale of goods | 99,674 | 60,853 | 48,404 | 0 | (22,204) | 186,727 |
| Revenues from services | 43,956 | 21,922 | 9,989 | 3,026 | (5,046) | 73,846 |
| Revenues from licenses & royalties | 565 | 0 | 89 | 0 | 0 | 654 |
| Revenues from sale of merchandise | 7,687 | 11,032 | 2,737 | 0 | (2,765) | 18,690 |
| Revenues from transportation services | 51,136 | 28,970 | 363 | 0 | (215) | 80,254 |
| 203,017 | 122,776 | 61,582 | 3,026 | (30,230) | 360,171 | |
| Timing of revenue recognition | ||||||
| Products and services transferred over time | 195,331 | 111,744 | 58,845 | 3,026 | (27,465) | 341,481 |
| Products transferred at a point of time | 7,687 | 11,032 | 2,737 | 0 | (2,765) | 18,690 |
| 203,017 | 122,776 | 61,582 | 3,026 | (30,230) | 360,171 |
| 2024 | ||||||
| Revenues by region | Elimini- | |||||
| in € thousand | CEE | WEST | MEA | Corporate | nations | Total |
| Western Europe, UK, Nordics | 9,599 | 67,947 | 2,122 | 169 | (1,550) | 78,288 |
| Central & Eastern Europe & DACH | 179,299 | 37,651 | 488 | 3,379 | (5,260) | 215,557 |
| Türkiye, MEA, Asia & others | 35,670 | 3,514 | 76,439 | 7 | (39,095) | 76,535 |
| Americas | 338 | 21,782 | 0 | 0 | (214) | 21,905 |
| 224,906 | 130,894 | 79,049 | 3,555 | (46,119) | 392,285 | |
| Type of revenue | ||||||
| Revenues from sale of goods | 124,666 | 60,946 | 69,931 | 0 | (39,312) | 216,230 |
| Revenues from services | 28,620 | 21,000 | 7,224 | 3,555 | (6,266) | 54,133 |
| Revenues from licenses & royalties | 1,667 | 7 | 0 | 0 | 0 | 1,674 |
| Revenues from sale of merchandise | 15,885 | 28,280 | 1,726 | 0 | (443) | 45,448 |
| Revenues from transportation services | 54,069 | 20,662 | 168 | 0 | (98) | 74,801 |
| 224,906 | 130,894 | 79,049 | 3,555 | (46,119) | 392,285 | |
| Timing of revenue recognition | ||||||
| Products and services transferred over time | 209,021 | 102,615 | 77,323 | 3,555 | (45,676) | 346,837 |
| Products transferred at a point of time | 15,885 | 28,280 | 1,726 | 0 | (443) | 45,448 |
| 224,906 | 130,894 | 79,049 | 3,555 | (46,119) | 392,285 |
For Austria, as the Group’s country of domicile, as well as for countries whose share of Group revenue exceeds 10% of total Group revenue in
financial years 2024 or 2025, revenues amount to:
| in € thousand | 2025 | 2024 |
| Austria | 24,414 | 20,110 |
| Romania | 83,072 | 92,354 |
| United Kingdom | 61,997 | 60,078 |
| Greece | 42,577 | 43,488 |
| Türkiye | 30,177 | 52,349 |
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B. Contract assets and receivables
| in € thousand | 2025 | 2024 |
| Trade receivables | 37,930 | 45,297 |
| Contract assets | 28,824 | 14,952 |
| Balance at 31 December | 66,754 | 60,249 |
C. Contract liabilities
| in € thousand | 2025 | 2024 |
| Balance at 1 January | 7,188 | 17,442 |
| Prepayments received | 33,715 | 11,406 |
| Recognition as revenue | (32,974) | (20,504) |
| Effect of movements in exchange rates | (431) | (955) |
| Business combinations IFRS 3 | 0 | 506 |
| Other changes | (1,244) | (706) |
| Balance at 31 December | 6,254 | 7,188 |
Contract liabilities essentially relate to prepayments received for the delivery of customer-specific printing and payment products. The increase
in position “Other changes” from 2024 to 2025 results, among other things, from an increased netting of contract assets and contract liabilities (customer prepayments) if these belong to the same customer contract. In previous year, prepayments of t€ 706 were reclassified to deferred income as these related to a contract with a customer that was insolvent.
8. Income and expenses
A. Other Income
| in € thousand | 2025 | 2024 |
| Capitalised developmentexpenses | 4,432 | 2,983 |
| Government grants | 856 | 545 |
| Gain on sale of equipment | 317 | 6 |
| Reversal of accruals | 106 | 525 |
| Rental income from property leases | 75 | 71 |
| Other income | 447 | 856 |
| Total | 6,231 | 4,987 |
In financial year 2025 capitalized development expenses increased by t€ 1,449 to t€ 4,432, mainly on result of higher needs of digital public
sector projects running in the current year, as well as new projects on the development of an Identity Personalization Software Platform and GaiaB™ platform.
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B. Other Expenses
| in € thousand | 2025 | 2024 |
| Impairment loss on trade receivables and contract assets | 466 | 622 |
| Property and other taxes | 443 | 434 |
| Impairment of non-current assets not used in production | 209 | 184 |
| Bank charges | 167 | 231 |
| Re-invoiced expenses | 88 | 90 |
| Contract penalties | 82 | 253 |
| Loss on disposal of non-current assets | 42 | 39 |
| Losses from write-downs of inventories | 25 | 138 |
| Other expenses | 161 | 264 |
| Total | 1,682 | 2,255 |
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 | 2025 | 2024 |
| Costs of inventories recognized as expense | 116,171 | 151,987 |
| Employee compensation and expenses | 82,345 | 85,216 |
| Mailing costs | 65,564 | 57,823 |
| Third party fees | 18,997 | 16,492 |
| Depreciation, amortization and impairment | 18,918 | 17,588 |
| Utilities and maintenance expenses | 11,503 | 11,509 |
| Transportation expenses | 6,562 | 7,345 |
| Inks and similar consumable materials | 4,005 | 4,081 |
| Tax and duties | 2,930 | 801 |
| Commissions paid | 1,581 | 1,435 |
| Rentals from property and machinery | 781 | 941 |
| Other expenses | 5,661 | 5,747 |
| Total | 335,019 | 360,965 |
The position depreciation, amortization and impairment of t€ 19,127 (2024: t€ 17,772) presented in the group income statement results of
regular depreciation, amortization and impairment amounting to t€ 18,918 (2024: t€ 17,588) shown in the table above and impairment of assets not used in production amounting to t€ 209 (2024: t€ 184) presented in other expenses.
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9. Net Finance costs
| in € thousand | 2025 | 2024 |
| Interest income under the effective interest method | 408 | 694 |
| Foreign exchange gains | 0 | 223 |
| Financial assets and liabilities at fair value through profit or loss – income from | 1,043 | 219 |
| change in fair value | ||
| Financial income | 1,451 | 1,137 |
| Interest expense on Financial liabilities measured at amortized cost | (6,013) | (7,094) |
| Commissions of letters of guarantee | (486) | (442) |
| Effect hyperinflation IAS 29 | (494) | (1,082) |
| Foreign exchange losses | (1,509) | 0 |
| Financial assets and liabilities at fair value through profit or loss – expense | (185) | (56) |
| from change in fair value | ||
| Other financial expenses | (901) | (768) |
| Financial expenses | (9,588) | (9,442) |
| Result from associated companies | 70 | 129 |
| Net finance costs | (8,068) | (8,177) |
Interest expenses were calculated using the effective interest method.
10. Earnings per share and number of shares
A. Basic and diluted earnings or (losses)
| Earnings per share (basic) | 2025 | 2024 |
| Profit (loss) attributable to owners of the Company in € thousand | 14,657 | 18,965 |
| Weighted average number of shares per 31. Dezember | 35,912,584 | 36,262,321 |
| Earnings per share (basic) in € | 0.41 | 0.52 |
| Earnings per share (diluted) | 2025 | 2024 |
| Profit (loss) attributable to owners of the Company in € thousand | 14,657 | 18,965 |
| Weighted average number of shares per 31. Dezember | 38,123,637 | 38,827,916 |
| Earnings per share (diluted) in € | 0.38 | 0.49 |
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 2,211,054, see note 11.E.i. (maximum 6.082% of shares). Weighted average number of potential dilutive ordinary shares amounts to 2,211,054.
B. Weighted-average number of ordinary shares
| 2025 | 2024 | |
| Issued ordinary shares at 1 January | 36,353,868 | 36,353,868 |
| Impact of share buybacks in prior periods | (362,302) | 0 |
| Impact of share buybacks during reporting period | (86,497) | (362,302) |
| Total number of ordinary shares at 31st December | 35,905,069 | 35,991,566 |
| Weighted-average number of ordinary shares at 31st December | 35,912,584 | 36,262,321 |
For changes in treasury shares in 2025 see details in note 20.
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Employee Benefits
11. 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.
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 2025 t€ 168 were paid to the employee benefit fund (2024: t€ 164). 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 | 2025 | 2024 |
| Post employment benefits | 3,453 | 3,832 |
| Other long-term employee benefits | 159 | 172 |
| 3,612 | 4,005 |
The changes in provisions for management participation programs and are explained in more detail in Note 11.E.
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B. Movement in Severance, Pension and Jubilee plans
| Defined benefit obligation | ||
| in € thousand | 2025 | 2024 |
| Balance at 1 January | 4,005 | 4,207 |
| Included in profit or loss | ||
| Current service cost | 91 | 259 |
| Actuarial gains of Jubilee plans | 2 | 0 |
| Settlement/Curtailment/Termination | (755) | 84 |
| Interest cost (income) | 125 | 170 |
| (538) | 514 | |
| Included in OCI | ||
| Remeasurement loss (gain): | ||
| – Actuarial loss (gain) arising from: | ||
| - demographic assumptions | (9) | 10 |
| - financial assumptions | (70) | (42) |
| - experience adjustment | 245 | 127 |
| 166 | 95 | |
| Sum | (372) | 609 |
| Other | ||
| Benefits paid | (21) | (811) |
| (21) | (811) | |
| Balance at 31 December | 3,612 | 4,005 |
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
| 2025 | 2024 | |
| Discount rate | 3.5% | 3.0% |
| Future salary increase | 3.8% | 3.7% |
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2025 | 2024 | |
| Years | 6.3 | 7.0 |
-
Post-employment define benefit plans in Austria
| 2025 | 2024 | |
| Discount rate | 3.6% | 3.3% |
| Future salary increase | 2.3% | 2.2% |
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 16.2%, 30 years of service maximum 1.8%).
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2025 | 2024 | |
| Years | 6.7 | 6.1 |
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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 2025 | 31 December 2024 | |||
| in € thousand | Increase | Decrease | Increase | Decrease |
| Discount rate (1 percentage point movement) | (128) | 135 | (131) | 138 |
| Salary increase (1 percentage point movement) | 134 | (128) | 137 | (131) |
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 the program, 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 recognized 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%
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The participants in the management participation program also include former 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 recognized as personnel expense was reclassified in 2024 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 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. No further participants have left the management participation program 2022-2025 by the end of 2025.
The management participation program 2022-2025 has a contractual end date of 31 December 2025. Since ROIC reached more than 20.1%, the total number of the options to be granted to the beneficiaries amounts to 2.211.054 which correspond to 6.082% of the total number of issued shares of the Group as of 31 December 2025. Each beneficiary will receive by 31 May 2026 a statement setting forth the calculation of the equity value, the total number and the maximum number of options granted to each beneficiary, the number of beneficiary’s exercisable options as of 31 December 2025 and the fair market value of the exercisable options.
The fair market value of the exercisable options is the lower of equity value and the average share price of the Company’s shares during the last six months preceding the date, which is ten days prior to the date of issuance of the Option Statement, whereas such share price was determined on the basis of the average stock market price of the Company’s shares listed on both Stock Exchanges weighted by trading volumes and multiplied with the number of the exercisable options. The simplified fair market value of the exercisable options calculated with the share price as of 31 December 2025 amounted to € 11.9 million.
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 € 1.1 million (2024: € 2.3 million) is shown as a financial instrument in other short term financial liability in the balance sheet. Since for the year 2025 the budgeted targets were not achieved, no personnel expense was recognized, a valuation effect of € 1,1 million was included in financial income (see note 9). In the financial year 2024 the corresponding share option expense of € 0.1 million was included in personnel expenses (€ 0.3 million) as well as partly in financial income (€ 0.2 million). A 10% increase or decrease in the TRY exchange rate, would result in a corresponding decrease or increase in the fair value of the liability by approximately € 0.1 million.
iii.
Long-term incentive (LTI)
Starting from the fiscal year 2025 the Supervisory Board of AUSTRIACARD HOLDINGS AG implemented a new remuneration system for the members of the Management Board that consider the Company’s status as a publicly listed company, by aligning the remuneration with the Austrian Corporate Governance Code (ÖCGK). The LTI is intended to encourage Management Board members to act in alignment with the interest of the sustainable and long-term development of AUSTRIACARD HOLDINGS AG. Linking the performance of the AUSTRIACARD’s share price to the incentive contributes to a stronger link between shareholder interests and a promotion of AUSTRIACARD’s long-term growth.
The LTI is designed as a virtual Performance Share Plan (vPSP) with a three-year performance period (on a revolving basis), i.e. plan participants are conditionally granted an amount of performance share units. To determine the number of conditionally granted performance share units, the target value for each participating member of the Management Board is divided by the weighted average closing share price over the 60 trading days prior to the grant date. The final number of the performance share units is calculated by multiplying the number of performance share units at the start of the program with the degree of target achievement within financial and non-financial performance criteria, which can range from 0% to 200%. The payout amount is calculated by multiplying the final number of performance share units with the average closing share price of the 60 trading days prior to the end of the LTI plus the dividends paid per share during the performance period. The payout amount of the LTI is limited to 200% of the target value and is paid in the year following the end of the program.
The LTI incorporates two financial performance criteria with a total weighting of 70%, while the weighting of the non-financial criteria is 30%. The total LTI target achievement and the amount paid out are determined by the Supervisory Board after the end of the performance period based on the target achievement regarding the financial and non-financial performance criteria and the respective weighting, as well as the share price and dividends paid during the performance period.
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If program participants leave the Group as defined 'Bad Leaver' before the end of the program, all performance share units of all outstanding
LTI tranches granted to the beneficiary will forfeit automatically and immediately without replacement. If program participants leave the Group as ‚Good Leaver‘, the number of the performance share units granted to this beneficiary will be reduced pro-rated on monthly basis. If a beneficiary leaves the company before the Start date of the performance period, then the respective beneficiary is not entitled to any benefits from the relevant LTI.
In accordance with IFRS 2, share-based payments are measured at fair value at the grant date and at every balance sheet date. The expense
is recognized over the vesting period. Due to the Supervisory Board’s decision to settle virtual performance shares granted in the course of the long-term incentive program in cash, the program was classified as cash-settled and, accordingly, the share-based payments are recorded as a liability.
Long-term incentive plan 2025 (LTI 2025)
Given that the legacy Management participation program 2022-2025 matured end of financial year 2025, a LTI 2025, which was approved by
the Supervisory Board in December 2024, was implemented with a reduced and delayed performance period of two years starting on 1 January 2026 until 31 December 2027.
The following table summarizes the significant terms and conditions for the LTI 2025:
| LTI 2025 | |
| Grant date | 1 January 2025 |
| Start of vesting period | 1 January 2026 |
| End of vesting period | 31 December 2027 |
| aTSR, adjusted EBT, two non-financial targets: | |
| Performance targets | % of revenues in “new countries (segment MEA) in total revenues |
| % of revenues in “new markets” (segment WEST) in total revenues | |
| Total virtual performance share units at grant date | 135.450 |
| Fair value liability as of 31. December 2025 in € thousand | 0 |
| Fair value of the total program in € thousand | 565 |
The LTI 2025 incorporates two financial performance criteria with a total weighting of 70%, while the weighting of the non-financial criteria is
30%. The relevant financial performance targets for the LTI 2025 are the absolute total shareholder return (aTSR) and adjusted EBT. The weighting of the aTSR is set at 15%, while the weighting of the adjusted EBT is set at 55%. The assessment of aTSR performance is based on the Compound Annual Growth Rate (CAGR) of the aTSR over the respective performance period. For determining aTSR performance, the following inputs are used:
•
aTSR start value: the company’s share price at the beginning of the performance period;
•
aTSR end value: the company’s share price at the end of the performance period plus the sum of gross dividends paid per common
share of the company during the performance period.
Adjusted EBT is defined as profit before income taxes, excluding special items. The assessment of adjusted EBT performance is based on the
level of adjusted EBT achieved in the last year of the performance period.
Long-term incentive plan 2026 (LTI 2026)
In December 2025, the Supervisory Board approved a long-term incentive (LTI 2026) in 2026 for the Management Board Members with a
performance period of three years starting on 1 January 2026 (Start Date of the Performance Period) until 31 December 2028 (Expiry Date). The respective LTI 2026 agreements were signed with each beneficiary at the beginning of the financial year 2026.
The following table summarizes the significant terms and conditions for the LTI 2026:
| LTI 2026 | |
| Grant date | 1 January 2026 |
| Start of vesting period | 1 January 2026 |
| End of vesting period | 31 December 2028 |
| Group Revenue, adjusted EBT, two non-financial targets: | |
| Performance targets | % of revenues in “new countries (segment MEA) in total revenues |
| % of revenues in “new markets” (segment WEST) in total revenues | |
| Total virtual performance share units at grant date | 222.717 |
| Fair value liability as of 31 December 2025 in € thousand | 0 |
| Fair value of the program in € thousand | 1.325 |
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The LTI 2026 incorporates two financial performance criteria with a total weighting of 70%, while the weighting of the non-financial criteria is
30%. The relevant financial performance targets for the LTI 2026 are the group revenue and adjusted EBT. The weighting of the group revenue is set at 20%, while the weighting of the adjusted EBT is set at 50%. Adjusted EBT is defined as profit before income taxes, excluding special items. The assessment of adjusted EBT performance is based on the level of adjusted EBT achieved in the last year of the performance period.
12. Employee expenses
| in € thousand | 2025 | 2024 |
| Wages and salaries | 65,281 | 67,376 |
| Social security contributions | 10,058 | 9,511 |
| Other expenses for personnel | 3,768 | 3,969 |
| Management participation program expense | 2,940 | 3,662 |
| Expenses related to defined benefit and contribution plans | 298 | 697 |
| Total | 82,345 | 85,216 |
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13. Income taxes
| in € thousand | 2025 | 2024 |
| Current taxes | (5,514) | (6,891) |
| Deferred taxes | 127 | 266 |
| Income tax income (expense) | (5,387) | (6,626) |
A. Income tax reconciliation
| in € thousand | 2025 | 2024 | ||
| Earnings before tax | 21,634 | 25,875 | ||
| Tax using the Company’s domestic tax rate | 23.0% | (4,976) | 23.0% | (5,951) |
| Effect of tax rates in foreign jurisdictions | 1,708 | 1,376 | ||
| Result from associated companies | 70 | 71 | ||
| Non-deductible expenses | (1,393) | (1,842) | ||
| Tax-exempt income | 4 | 32 | ||
| Tax incentives | 10 | 46 | ||
| Current-year losses for which no deferred tax asset is recognized | (1,461) | (360) | ||
| Other effects | 652 | 3 | ||
| Income taxes | (5,387) | (6,626) |
B. Movement in deferred tax balances
| 31/12/2025 | 31/12/2024 | |||
| Deferred tax | Deferred tax | Deferred tax | Deferred tax | |
| in € thousand | assets | liabilities | assets | liabilities |
| Property, plant and equipment | 328 | 4,365 | 221 | 4,475 |
| Intangible assets | 55 | 3,821 | 108 | 4,419 |
| Receivables | 361 | 101 | 382 | 188 |
| Other assets | 75 | 0 | 101 | 0 |
| Loans and borrowings | 113 | 40 | 155 | 0 |
| Employee benefits | 394 | (3) | 415 | 0 |
| Inventories | 24 | 179 | 95 | 157 |
| Contract assets | 20 | 2,028 | 0 | 1,018 |
| Contract liabilities | 61 | 0 | 48 | 0 |
| Other liabilities | 815 | 1,685 | 711 | 1,737 |
| Tax loss carry-forwards | 3,331 | 0 | 2,896 | 0 |
| Deferred tax assets /liabilities | 5,575 | 12,215 | 5,132 | 11,994 |
| Set-off of tax | (1,710) | (1,710) | (1,658) | (1,658) |
| Net deferred tax assets / liabilities | 3,865 | 10,505 | 3,474 | 10,336 |
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€ 15,519 (2024: t€ 9,595), thereof t€ 759 expire within the next 5 years (2024:
t€ 736) and t€ 14,760 do not expire (2024: t€ 8,859). 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
14. 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 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 |
| Balance at 1 January 2025 | 108,046 | 120,473 | 27,319 | 1,445 | 257,283 |
| Additions | 1,680 | 5,511 | 1,797 | 1,862 | 10,851 |
| Reclassification from inventory | 0 | 0 | 692 | 0 | 692 |
| Disposals | (3,355) | (2,776) | (433) | (443) | (7,007) |
| Transfers | 31 | 805 | 742 | (2,075) | (497) |
| Effect IAS 29 reporting period | 82 | 409 | 324 | 0 | 816 |
| Effect of movements in exchange rates | (1,468) | (2,583) | (494) | (4) | (4,550) |
| Balance at 31 December 2025 | 105,016 | 121,839 | 29,949 | 784 | 257,588 |
| Accumulated amortization and impairment | |||||
| losses | |||||
| 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 |
| Balance at 1 January 2025 | 50,173 | 86,051 | 20,515 | 0 | 156,739 |
| Depreciation | 3,136 | 6,348 | 2,068 | 0 | 11,552 |
| Disposals | (1,806) | (2,717) | (363) | 0 | (4,886) |
| Effect IAS 29 reporting period | 15 | 254 | 316 | 0 | 585 |
| Effect of movements in exchange rates | (433) | (1,655) | (336) | 0 | (2,424) |
| Balance at 31 December 2025 | 51,085 | 88,280 | 22,201 | 0 | 161,566 |
| Carrying amounts | |||||
| At 1 January 2024 | 56,031 | 30,940 | 7,257 | 2,045 | 96,275 |
| At 31 December 2024 | 57,873 | 34,423 | 6,804 | 1,445 | 100,545 |
| At 31 December 2025 | 53,931 | 33,559 | 7,747 | 784 | 96,022 |
In 2025 an impairment of assets not used in production amounting to t€ 209 (2024: t€ 184) was recognized in other expenses, see note 8.C.
Position”Reclassification from inventory” includes plates used in the production of cards that have been transferred to fixed assets and are depreciated over the useful life.
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 recognized. Right-of-use-assets defined as “Investment property” do not exist in the group.
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The group leases building spaces, technical equipment, machines and cars. Following right of use assets are recognized in balance per
31.12.2025:
| Land and | Plant and | Fixtures and | ||
| in € thousand | buildings | equipment | fittings | Total |
| Carrying amounts | ||||
| Balance at 01 January 2024 | 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 |
| Additions cost | 1,075 | 1,109 | 264 | 2,447 |
| Disposal cost | (226) | (603) | (94) | (924) |
| Reclassification of costs | 0 | (184) | (256) | (440) |
| Additions depreciation | (1,620) | (1,831) | (600) | (4,051) |
| Disposal depreciation | 135 | 580 | 85 | 800 |
| Reclassification of depreciation | 0 | 105 | 162 | 267 |
| Effect IAS 29 hyperinflation | 67 | 0 | (7) | 61 |
| Effect of movements in exchange rates | (480) | (137) | (0) | (617) |
| Balance at 31 December 2025 | 5,771 | 7,412 | 1,786 | 14,970 |
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€ 781 (31.12.2024: t€ 909) were recognized directly as an expense in busi
ness year 2025. Right ofuse 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, had been 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 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 |
| Depreciation | (1,077) |
| Additions cost | 384 |
| Disposals | (1,458) |
| Effect of movements in exchange rates | (395) |
| Balance at 31 December 2025 | 44,487 |
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ii. Valuation technique and significant unobservable inputs
The carrying amount of the property using the cost model would have been t€ 25,475 as at 31/12/2025 (31/12/2024: t€ 26,817).
Land and buildings used for production in Greece
The carrying amount of real estate in Greece amounts to t€ 15,501. The most recent revaluation was performed as of 31 December 2024, at this date the carrying amount of then t€ 16,747 corresponded to the fair value due to new revaluation. During the current year, a plant with a carrying amount of t€ 1,165 million was disposed of. The most recent valuation 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 t€ +262 in 2024 (excluding the disposed plant t€ +393) 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 € 484/m² on average using an All-Risks Yield 8,75%. As of 31 December 2025, no significant deviations in the input factors were identified; accordingly, no revaluation was performed. The above-mentioned figures have been adjusted by excluding the disposed plant. An increase/decrease of these parameters by 10% would result in an increase/decrease of the carrying amount by t€ 1,550.
Land and buildings used for production in Romania
The carrying amount of real estate in Romania amounts to t€ 15,542 million. The most recent revaluation was performed as of 31 December 2024, at this date the carrying amount of then t€ 16,537 corresponded to the fair value due to new revaluation. 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 as of 31 December 2024 and confirmed by an independent valuator also as of 31 December 2025, as well as construction cost per square meter, which was appraised at € 372 (on average after adjustments for current condition of the real estate and market conditions). As of 31 December 2025, no significant deviations in the input factors were identified; accordingly, no revaluation was performed. An increase/decrease of these parameters by 10% would result in an increase/decrease of the carrying amount by t€ 1,554.
Land and buildings used for production in Austria
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A. Reconciliation of carrying amount
| Software, | |||||
| patents, | Internal | Customer | |||
| in € thousand | Goodwill | licenses | development | contracts | Total |
| Cost | |||||
| 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 |
| Balance at 1 January 2025 | 30,594 | 37,516 | 18,922 | 22,994 | 110,027 |
| Additions | 0 | 1,555 | 4,793 | 0 | 6,348 |
| Disposals | 0 | (151) | 0 | 0 | (151) |
| Transfers | 0 | 497 | 0 | 0 | 497 |
| Effect IAS 29 reporting period | 0 | 96 | 0 | 0 | 96 |
| Effect of movements in exchange rates | (895) | (231) | (96) | (540) | (1,763) |
| Balance at 31 December 2025 | 29,699 | 39,282 | 23,619 | 22,454 | 115,054 |
| Accumulated amortization and | |||||
| impairment losses | |||||
| 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 |
| Balance at 1 January 2025 | 0 | 29,312 | 10,657 | 10,503 | 50,472 |
| Amortization | 0 | 2,226 | 2,779 | 2,569 | 7,574 |
| Disposals | 0 | (151) | 0 | 0 | (151) |
| Effect IAS 29 reporting period | 0 | 80 | (117) | 0 | (37) |
| Effect of movements in exchange rates | 0 | (169) | (24) | (221) | (415) |
| Balance at 31 December 2025 | 0 | 31,298 | 13,295 | 12,851 | 57,444 |
| Carrying amounts | |||||
| At 1 January 2024 | 29,363 | 6,868 | 5,243 | 14,052 | 55,526 |
| At 31 December 2024 | 30,594 | 8,204 | 8,265 | 12,491 | 59,555 |
| At 31 December 2025 | 29,699 | 7,983 | 10,324 | 9,603 | 57,609 |
The change in intangible assets of t€ 4,126 in 2024 was primarily due to the acquisition of subsidiaries.
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B. Impairment test
Impairment tests were performed for cash-generating units (CGU) which goodwill was allocated to.
| Cash-generating units and allocated goodwill | 31/12/2025 | 31/12/2024 |
| in € thousand | ||
| TAG SYSTEMS | 25,329 | 26,190 |
| INFORM Romania | 3,078 | 3,104 |
| CEE | 1,292 | 1,300 |
| Total | 29,699 | 30,594 |
As there have been no triggering events for impairment in financial year 2025 (same as in previous year) no impairment tests have been
performed for other fixed assets.
The impairment tests are based on multi-year plans approved by the Supervisory Board, which reflect the expected future business development
of the cash-generating units. Key assumptions relate in particular to revenue development, EBITDA margins, as well as capital expenditure and working capital requirements. Although the current economic environment is characterized by increased uncertainty, geopolitical tensions and inflation-driven cost developments, management assumes that these factors will only have a limited impact on medium-term business performance. This is mainly attributable to the high relevance of the solutions offered, long-term customer relationships, and a high proportion of project- and contract-based revenues.
To reflect uncertainty, conservative assumptions were applied in the planning process with regard to cost developments, project durations and
market penetration. In addition, the key value drivers were assessed by means of sensitivity analyses, in particular with respect to deviations in EBITDA margins and growth rates. The planning assumptions applied are consistent with external market assessments and macroeconomic forecasts.
TAG Systems
As at 31 December 2025 the estimated amount of CGU TAG Systems exceeded its carrying amount by € 136.7 million (2024: € 73.2 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 | 2025 | 2024 |
| Discount rate before tax | 9.7% | 9.8% |
| Growth rate residual value | 1.0% | 1.0% |
| Forecast EBITDA growth rate (average 5 years) | 9.1% | 3.7% |
| Change | Change | |
| Sensitivity analysis | 2025 | 2024 |
| (in percentage points) | ||
| Discount rate | 13.8 | 7.5 |
| Budgeted EBITDA growth rate | (12.9) | (7.9) |
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INFORM Romania
As at 31 December 2025 the estimated amount in the form of value-in-use of CGU Inform Romania exceeded its carrying amount by
€ 25.0 million (2024: € 40.1 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 | 2025 | 2024 |
| Discount rate before tax | 11.8% | 11.8% |
| Growth rate residual value | 1.0% | 1.0% |
| Forecast EBITDA growth rate (average 5 years) | 4.8% | 6.2% |
| Sensitivity analysis | Change | Change |
| 2025 | 2024 | |
| (in percentage points) | ||
| Discount rate | 7.3 | 10.7 |
| Budgeted EBITDA growth rate | (7.1) | (10.6) |
CEE
In addition to the goodwill of t€ 1,292 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 2025 the estimated amount in the form of value-in-use of CGU CEE (incl INFORM Romania) exceeded its carrying amount
by € 20.4 million (2024: € 126.6 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 | 2025 | 2024 |
| Discount rate before tax | 10.7% | 10.6% |
| Growth rate residual value | 1.0% | 1.0% |
| Forecast EBITDA growth rate (average 5 years) | -2.7% | 2.2% |
| Sensitivity analysis | Change | Change |
| 2025 | 2024 | |
| (in percentage points) | ||
| Discount rate | 1.6 | 2.8 |
| Budgeted EBITDA growth rate | (1.9) | (3.5) |
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16. Equity-accounted investees
Financial statements 2025 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 | 31/12/2025 preliminary | 31/12/2024 |
| Percentage ownership interest | 25.00 % | 25.00 % |
| Non-current assets | 1,830 | 1,855 |
| Current assets | 2,462 | 2,044 |
| Non-current liabilities | 0 | 0 |
| Current liabilities | 386 | 626 |
| Net assets (100%) | 3,906 | 3,273 |
| Group’s share of net assets | 977 | 818 |
| Revenues | 3,765 | 2,961 |
| Total Profit or loss (100 %) | 802 | 281 |
Reconciliation of carrying amount
| Seglan SL | Seglan SL | |
| in € thousand | 31/12/2025 | 31/12/2024 |
| Percentage ownership interest | 25.00% | 25.00% |
| Carrying amount of interest in associate as of 1.1. | 395 | 324 |
| Group's share of profit (loss) registered | 70 | 129 |
| Dividends received | (42) | (58) |
| Carrying amount of interest in associate as of 31.12. | 423 | 395 |
| thereof goodwill from acquisition | 0 | 0 |
17. Inventory
| in € thousand | 31/12/2025 | 31/12/2024 |
| Raw materials and consumables | 64,696 | 54,742 |
| Finished and semi-finished goods | 1,070 | 1,000 |
| Merchandise | 420 | 1,680 |
| Goods in transit | 938 | 15,374 |
| Total | 67,124 | 72,795 |
In 2025, inventories of amount t€ 87,665 (2024: t€ 107,160) were recognized as cost during the period and included in "Cost of Sales". In the reporting period, the amount of utilisation of allowance exceeded the amount of recognition of new allowance by t€ 444. Net write-down of inventories recognized as an expense in the previous period amounted to t€ 960. As at 31 December 2025, the carrying amount of inventories, which were depreciated as a result of the measurement at net realizable value is t€ 3,982 (31/12/2024: t€ 4,426).
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18. Trade and other receivables
| in € thousand | 31/12/2025 | 31/12/2024 |
| Trade receivables gross | 40,095 | 47,434 |
| Minus: Allowance for doubtful accounts | (2,165) | (2,137) |
| 37,930 | 45,297 | |
| Advance payments | 1,160 | 1,389 |
| Personnel prepayments and loans | 53 | 54 |
| VAT and other Tax related receivables | 3,395 | 2,383 |
| Deferred expenses | 2,140 | 2,263 |
| Other non-financial receivables and assets | 1,074 | 1,382 |
| Other receivables - non financial instruments | 7,823 | 7,471 |
| Securities at fair value through profit & loss | 233 | 232 |
| Factoring receivables | 799 | 2,213 |
| Financial instruments at fair value through OCI | 470 | 853 |
| Deposits | 95 | 186 |
| Other financial receivables and assets | 637 | 1,365 |
| Other receivables - financial instruments | 2,234 | 4,849 |
| Other receivables | 10,057 | 12,320 |
| Total | 47,987 | 57,617 |
| Non-current | 1,098 | 1,259 |
| Current | 46,889 | 56,358 |
| Total | 47,987 | 57,617 |
As at the reporting date, trade receivables amounting to t€ 1,757 (2024: t€ 3,631) had been factored, of which t€ 959 (2024: t€ 1,418) had
been derecognized. T€ 799 (2024: t€ 2,213) remain recognized under other receivables.
19. Cash and cash equivalents
| in € thousand | 31/12/2025 | 31/12/2024 |
| Cash at hand | 14 | 25 |
| Bank balances | 25,126 | 21,713 |
| Total | 25,139 | 21,737 |
As at 31 December 2025, the Group had available t€ 36,000 (2024: t€ 41,277) of undrawn committed loan facilities.
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Equity and Liabilities
20. 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 2025 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.
After the transactions of the Share buy-back programs I-III, on the basis of the authorization granted by the annual general meeting on 30 June 2023, the Company in total owns 448,799 own shares, which represent 1.2345% of the total shares based on the authorization. The share buy-back program III ended on 24 June 2025.
The annual general meeting of AUSTRIACARD HOLDINGS AG held on 24 June 2025 resolved (i) to revoke the authorization granted on 30 June 2023 and (ii) 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 24 June 2025. 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 24 June 2025, 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.
Authorized capital
The Management Board is further authorized, with the approval of the Supervisory Board, to exclude the subscription rights of shareholders in whole or in part (exclusion of subscription rights), (i) if the capital increase is carried out against cash contributions and the proportion of the share capital attributable to the shares issued against cash contributions under exclusion of subscription rights does not exceed 10% (ten percent) of the company’s share capital at the time the authorization was granted, (ii) if the capital increase is carried out against contributions in kind (in particular for the purpose of acquiring companies, businesses, parts of businesses or interests in one or more companies), (iii) for issuance to employees, senior executives, and members of the Management Board of the company or a group company within the framework of an employee participation program or stock option program, or (iv) to compensate for fractional amounts.
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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.
C. Proposed dividends per ordinary share
Proposed dividend per ordinary share amounts to € 0.10 and is subject to approval at the Annual General Meeting. No dividend liability was recognized as at 31 December 2025.
21. 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
Net debt is calculated as the difference between balance sheet positions “Loans and borrowings” (short-term and long-term) and “Cash and cash equivalents”. Adjusted EBITDA means EBITDA minus special effects like reported under note 6.
| 2025 | 2024 | |
| Equity ratio (Net Equity / Total Assets) | 41.5% | 37.6% |
| Net debt / adjusted EBITDA | 1.6 | 1.7 |
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22. Loans and Borrowings
| in € thousand | 31/12/2025 | 31/12/2024 |
| Non-current financial liabilities | ||
| Secured bank loans | 81,572 | 87,450 |
| Unsecured bank loans | 0 | 1,976 |
| Lease liabilities | 9,545 | 11,835 |
| 91,117 | 101,261 | |
| Current financial liabilities | ||
| Secured bank loans | 11,100 | 10,876 |
| Unsecured bank loans | 500 | 1,008 |
| Lease liabilities | 4,044 | 4,213 |
| 15,644 | 16,097 | |
| Total | 106,761 | 117,358 |
As per 18 December 2023 AUSTRIACARD HOLDINGS AG has signed a € 186.6 million financing agreement, comprising of a revolving credit
facility, four term loan tranches (including two OEKB facilities) and a guarantee facility, with a consortium of 10 European banks led by Unicredit. The financing agreement was signed with a maturity of 3 respectively 5 years per December 2026 with two agreed extension options for year 4 (until December 2027) and 5 (until December 2028). Both contractually agreed extension options for year 4 and 5 have already been successfully exercised until December 2025.
A. Terms and maturity
| Interest | ||||||
| rate | Nominal | Carrying | Carrying | |||
| fixed/ | interest rate | Year of | Amount | Amount | ||
| in € thousand | Currency | variable | range | maturity | 31/12/2025 | 31/12/2024 |
| Secured bank loans | EUR | variable | EURIBOR + Marge 1.55% | 2026-2028 | 14,400 | 20,500 |
| EUR | variable | EURIBOR + | 2028 | 79,000 | 78,723 | |
| Marge 1.95 – 2.25% | ||||||
| 93,400 | 99,223 | |||||
| Unsecured bank loans | EUR | variable | EURIBOR + 0.28% - 1.75% | 2026 | 500 | 1,000 |
| EUR | fixed | 1.53% | 2025 | 0 | 109 | |
| USD | variable | SOFR 6M + 2.00% | 2026 | 0 | 1,476 | |
| RON & EUR | fixed | 3.00% | 2025 | 0 | 399 | |
| 500 | 2,984 | |||||
| Total | 93,900 | 102,207 |
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B. Lease liabilities
| Future minimum lease | Present value of minimum | |||||
| payments | Interest | lease payments | ||||
| in € thousand | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Less than one year | 4,602 | 4,944 | 559 | 737 | 4,044 | 4,207 |
| Between one and five years | 9,171 | 12,649 | 840 | 1,291 | 8,331 | 11,357 |
| More than five years | 1,234 | 509 | 20 | 25 | 1,214 | 484 |
| 15,007 | 18,102 | 1,418 | 2,054 | 13,589 | 16,048 | |
C. Reconciliation of loans and borrowings
| Unsecured | ||||
| Secured | Loans & | |||
| in € thousand | Loans & Borrowings | Borrowings | Leasing | Total |
| 1 January 2025 | 98,326 | 2,984 | 16,048 | 117,358 |
| Proceeds from loans and borrowings | 5,277 | 0 | 0 | 5,277 |
| Repayment of loans and borrowings | (11,100) | (2,303) | 0 | (13,403) |
| Repayment of lease liabilities | 0 | 0 | (4,193) | (4,193) |
| Sum of changes due to cash flows from | (5,823) | (2,303) | (4,193) | (12,320) |
| financing activities | ||||
| Changes in exchange rate | 0 | (181) | (619) | (800) |
| Other non-cash changes | 169 | 0 | 774 | 943 |
| New lease liabilities | 0 | 0 | 2,372 | 2,372 |
| Interest expenses Leasing | 0 | 0 | (794) | (794) |
| 31 December 2025 | 92,672 | 500 | 13,589 | 106,761 |
| Unsecured | ||||
| Secured | Loans & | |||
| in € thousand | Loans & Borrowings | Borrowings | Leasing | Total |
| 1 January 2024 | 100,092 | 4,071 | 14,710 | 118,872 |
| Proceeds from loans and borrowings | 9,232 | 0 | 0 | 9,232 |
| Repayment of loans and borrowings | (11,100) | (1,158) | 0 | (12,258) |
| Repayment of lease liabilities | 0 | 0 | (4,469) | (4,469) |
| Sum of changes due to cash flows from | (1,868) | (1,158) | (4,469) | (7,495) |
| financing activities | ||||
| Changes in exchange rate | 0 | 71 | 272 | 344 |
| Other non-cash changes | 102 | 0 | 525 | 628 |
| New lease liabilities | 0 | 0 | 5,814 | 5,814 |
| Interest expenses Leasing | 0 | 0 | (804) | (804) |
| 31 December 2024 | 98,326 | 2,984 | 16,048 | 117,358 |
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23. Trade and other payables
| in € thousand | 31/12/2025 | 31/12/2024 |
| Trade payables | 41,124 | 43,807 |
| Social security | 2,355 | 2,217 |
| Wages and salaries payable | 798 | 854 |
| Accruals – personnel related | 2,823 | 4,407 |
| VAT payable and other taxes | 3,680 | 3,342 |
| Other non-financial payables | 503 | 1,312 |
| Other payables - non financial instruments | 10,158 | 12,132 |
| Dividends payable | 3 | 3 |
| Other financial payables | 9,177 | 6,576 |
| Other payables - financial instruments | 9,180 | 6,579 |
| Other payables | 19,338 | 18,711 |
| Total | 60,462 | 62,517 |
| Non-current | 1,573 | 1,726 |
| Current | 58,889 | 60,792 |
| Total | 60,462 | 62,517 |
Other financial payables include t€ 1,130 (2024: t€ 2,263 million) in connection with the put option for the beneficiary's shares from the
management participation program in a subsidiary, see also note 11.
The non-current other payables recognized in the balance sheet mainly relate to contingent purchase price liabilities arising from the acquisition of subsidiaries in 2024, amounting to t€ 1,364 (2024: t€ 1,242). The contingent purchase price liability amounting to t€ 1,314 (2024: t€ 1,192) depends on the achievement of the contractually agreed EBITDA targets for LSTech’s AI business cumulatively for the years 2024-2027 and reflects the best estimate of the expected payment. Contingent purchase price liabilities are measured at fair value at the acquisition date. Subsequent measurement of these financial liabilities is carried out at fair value, with changes in fair value recognized in profit or loss. In 2025, the subsequent measurement of the contingent consideration liability resulted in other financial expenses of t€ 122 (2024: t€ 51), which were recognized in
profit or loss. The inputs used in the fair value measurement of the LSTech contingent purchase price liability are the forecastEBITDA for the years 2024-2027 and the discount rate (WACC). If the forecast EBITDA for the years 2024-2027 were to decrease by 10%, the fair value of the contingent purchase price liability would amount to t€ 0. If the forecast EBITDA for the years 2024-2027 were to double, which represents the maximum achievable level, the fair value would increase by t€ 1,314.
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Financial instruments
24. Financial instruments – Fair values and risk management
A. Accounting classifications and fair values
| 31 December 2025 | At amortized | Non-financial | |||
| cost | FVTPL | FVTOCI | instruments | Total | |
| in € thousand | |||||
| Assets | |||||
| Trade receivables | 37,930 | 0 | 0 | 0 | 37,930 |
| Other receivables | 1,436 | 233 | 470 | 7,918 | 10,057 |
| Cash and cash equivalents | 25,139 | 0 | 0 | 0 | 25,139 |
| Total | 64,505 | 233 | 470 | 7,918 | 73,126 |
| Liabilities | |||||
| Loans and borrowings | 106,761 | 0 | 0 | 0 | 106,761 |
| Trade payables | 41,124 | 0 | 0 | 0 | 41,124 |
| Other payables | 5,955 | 3,018 | 206 | 10,158 | 19,338 |
| Total | 153,840 | 3,018 | 206 | 10,158 | 167,223 |
Positive fair values of derivative financial instruments are recognized 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 2024 | |||||
| At amortized | FVTPL | FVTOCI | Non-financial | Total | |
| in € thousand | cost | instruments | |||
| 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 |
As of 31.12.2024, the positive fair values of the interest rate swaps are recognized 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
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i.
Derivative financial instruments and hedges
For risk management purposes, the Group holds interest rate swaps as well as interest collars and interest floors 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 31.12.2025 and as of 31.12.2024, there was no rebalancing.
The following table shows the value of the derivative financial instruments held by the Group as of 31 December 2025. 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 | 31/12/2025 | ||||
| Financial institution | Derivative | Beginning | End | in € thousand | rate | in € thousand |
| Unicredit Bank Austria AG | Interest Rate Swap | 30/06/2020 | 31/03/2027 | 3,900 | 0.000% | 60 |
| Unicredit Bank Austria AG | Interest Rate Swap | 27/10/2021 | 30/09/2028 | 10,500 | 0.150% | 309 |
| National Bank of Greece SA | Interest Rate Swap | 30/12/2022 | 29/12/2028 | 2,200 | 0.685% | 67 |
| Raiffeisen Bank International AG | Interest Rate Swap | 29/12/2023 | 18/12/2028 | 15,000 | 2.740% | (126) |
| Raiffeisen Bank International AG | Interest Rate Collar | 16/01/2024 | 15/12/2028 | 25,000 | Floor 1.955% | (17) |
| Cap 3.000% | ||||||
| Raiffeisen Bank International AG | Interest Rate Floor | 16/01/2024 | 15/12/2028 | 25,000 | 0.000% | (63) |
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 other payables.
The following table shows the value of the derivative financial instruments as of 31 December 2024, which were recorded as a cash flow hedge:
| 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 other payables.
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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'.
| 31/12/2025 | 31/12/2024 | |||||
| Credit risk for Trade | Weighted | Gross | Impairment | Weighted | Gross | Impairment |
| receivables and Contract | average loss | amount | loss | average loss | amount | loss |
| assets | rate | 2025 | allowance | rate | 2024 | allowance |
| in € thousand | ||||||
| Current - not past due | 0.40% | 54,807 | (208) | 0.30% | 41,686 | (120) |
| Past due 1 - 29 days | 0.10% | 5,918 | (4) | 0.10% | 8,053 | (4) |
| Past due 30-59 days | 0.20% | 1,889 | (4) | 0.20% | 1,938 | (4) |
| Past due 60-89 days | 0.90% | 618 | (6) | 0.50% | 4,906 | (23) |
| Past due more than 90 days | 5,800 | (2,057) | 5,809 | (1,992) | ||
| Total | 69,032 | (2,278) | 62,392 | (2,143) |
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 2024 | (1,930) |
| Additions of allowance | (447) |
| Reversal of allowance | 284 |
| Amounts written off | (14) |
| Balance at 31 December 2024 | (2,143) |
| Additions of allowance | (417) |
| Reversal of allowance | 19 |
| Amounts written off | 263 |
| Balance at 31 December 2025 | (2,278) |
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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 to date agreed covenants have been complied without exception on all reporting dates. Per 31 December 2025 the leverage was 1.6x.
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 2025 | Carrying | 1 year | More than | |||
| in € thousand | amount | Total | or less | 1–2 years | 2–5 years | 5 years |
| Secured bank loans | 92,672 | 95,963 | 12,677 | 10,469 | 72,817 | 0 |
| Unsecured bank loans | 500 | 515 | 515 | 0 | 0 | 0 |
| Lease liabilities | 13,589 | 15,007 | 4,602 | 3,512 | 5,658 | 1,234 |
| Trade payables | 41,124 | 41,124 | 41,124 | 0 | 0 | 0 |
| Other payables – financial instruments | 9,180 | 9,180 | 7,609 | 50 | 1,520 | 0 |
| 157,065 | 161,789 | 66,528 | 14,031 | 79,996 | 1,234 |
| 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 |
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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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 2025 | ||||
| RON (10% movement) | 765 | (626) | 5,505 | (4,504) |
| TRY (10% movement) | 146 | (120) | 548 | (448) |
| GBP (10% movement) | 379 | (310) | 1,140 | (933) |
| USD (10% movement) | 89 | (73) | 459 | (376) |
| 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 |
Interest rate risk
In addition to trade receivables, financial assets mainly consist of bank balances, which are 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 before Tax | Equity, net of tax | |||
| in € thousand | 100bp increase | 100bp decrease | 100bp increase | 100bp decrease |
| 31 December 2025 | (384) | 384 | (296) | 296 |
| 31 December 2024 | (341) | 341 | (263) | 263 |
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Other disclosures
25. List of Subsidiaries
| Residence | Participation | Participation | ||||
| Country | main office | percentage | percentage | Consolidation | Consolidation | |
| Company | 31.12.2025 | 31.12.2024 | method 2025 | method 2024 | ||
| 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% | 100.00% | Full | Full |
| 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. | Albania | Tirana | liquidated | 75.50% | Non | Full |
| 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 | Türkiye | Istanbul | 91.03% | 92.00% | 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 | 100.00% | 60.00% | Full | Full |
| Jersey) | ||||||
| Tag Nitecrest Ltd | United | Leyland | liquidated | 100.00% | Non | Non |
| Kingdom | (Lancashire) | |||||
| TAG SYSTEMS UK LIMITED | United | Leyland | 100.00% | 100.00% | Full | Full |
| Kingdom | (Lancashire) | |||||
| LSTech Ltd | United | Milton | 100.00% | 100.00% | Full | Full |
| Kingdom | Keynes | |||||
| LSTECH ESPAÑA S.L. | Spain | Barcelona | 100.00% | 100.00% | Full | Full |
| TAG BIOMETRICS S.L. | Spain | Barcelona | liquidated | 92.50% | Non | 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 11.E.
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In business year 2025 the group of consolidated companies changed as follows:
| 31/12/2025 | 31/12/2024 | |
| As of beginning of the period – fully consolidated | 24 | 22 |
| Disposal because of liquidation | (2) | 0 |
| Disposal because of final consolidation | 0 | (1) |
| Addition because of acquisition | 0 | 3 |
| As of end of the period – fully consolidated | 22 | 24 |
| 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 | 23 | 25 |
| Not consolidated | 0 | 1 |
In January 2025 the Group acquired the remaining 40% of Non-controlling interest in its fully consolidated subsidiary TAG SYSTEMS USA INC
and therefore now owns 100% of this entity. The related effects are reflected in the Group’s Equity reconciliation and Cashflow per 31 December 2025.
Two group companies, Inform Albania Sh.p.k and TAG BIOMETRICS S.L., were deconsolidated in 2025. The deconsolidation had no material
effect on the consolidated financial statements. Liquidation of both companies was completed in 2025.
Since May 2024 Tag Nitecrest Ltd, which was in liquidation per 31.12.2024, is not consolidated anymore due to immateriality. Within 2025
liquidation of this company was finalised.
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26. Non-controlling interests (NCI)
As of 31.12.2025, after acquisition of the remaining 40% non-controlling interest in TAG SYSTEMS USA Inc. in January 2025, in the Group there
is significant direct non-controlling interest in subsidiary CLOUDFIN Ltd. In addition, there is significant indirect non-controlling interest in ILRA PINK POST OPERATIONS SRL. The significant direct and indirect non-controlling interests are presented in the table below:
| ILRA PINK POST | ILRA PINK POST | |||
| CLOUDFIN Ltd. | CLOUDFIN Ltd. | OPERATIONS | OPERATIONS | |
| SRL. | SRL. | |||
| in € thousand | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 |
| NCI percentage | 38.50% | 38.50% | 49.90% | 49.90% |
| Non-current assets | 3,045 | 1,653 | 1,543 | 2,183 |
| Current assets | 11,121 | 5,687 | 3,710 | 5,054 |
| Non-current liabilities | -197 | (84) | (366) | (679) |
| Current liabilities | -6,963 | (2,672) | (3,646) | (5,437) |
| Net assets | 7,006 | 4,585 | 1,241 | 1,120 |
| Carrying amount of Non-controlling interests | 2,684 | 1,753 | 1,576 | 986 |
| Revenue | 12,437 | 3,522 | 27,667 | 28,862 |
| Profit (Loss) | 2,421 | 753 | 1,224 | 1,034 |
| Other comprehensive income | 0 | 0 | 0 | 0 |
| Total comprehensive income | 2,421 | 753 | 1,224 | 1,034 |
| Profit allocated to Non-controlling interests | 932 | 290 | 611 | 516 |
| Other comprehensive income allocated to Non- | 0 | 0 | 0 | 0 |
| controlling interests | ||||
| Cash flows from operating activities | 2,051 | 1,497 | 1,672 | 1,161 |
| Cash flows from investment activities | (1,853) | (1,172) | (107) | (176) |
| Cash flows from financing activities | (8) | (7) | (1,514) | (1,118) |
| Net increase (decrease) in cash and cash | 190 | 318 | 51 | (132) |
| equivalents |
27. Average number of employees
| 2025 | 2024 | |
| Average number of employees based on head-count during the period | 2,377 | 2,615 |
| thereof white collar employees | 761 | 779 |
| thereof blue collar employees | 1,616 | 1,837 |
28. 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 Supervisory Board and Management Board
In the Annual General Meeting held on 24 June 2025 Mr. Nikolaos Lykos and Prof. Stefano Brusoni were elected as new members of the
Supervisory Board. Mr. Nikolaos Lykos therefore stepped down from his previous position as Chairman of the Management Board of AUSTRIACARD HOLDINGS AG. Mr. Petros Katsoulas (Chairman of the Supervisory Board), Mr. Michael Butz and Mr. Anastasios Gabrielides resigned from their position within the Supervisory Board at the same time.
On 2 July 2025 the Supervisory Board elected Mr. John Costopoulos (former Deputy Chairman of the Supervisory Board) as new Chairman of
the Supervisory Board and Mr. Martin Wagner (former Member of the Supervisory Board) as new Deputy Chairman of the Supervisory Board.
Further, Mr. Emmanouil Kontos, previously Deputy Chairman of the Management Board, was appointed as new Chairman of the Management
Board by the Supervisory Board on 3 July 2025. With effectiveness per 15 July 2025 Mr. Mohamed Chemloul has been appointed as new member and Vice Chairman of the Management Board.
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ii.
Transactions with members of the Management Board
Directors of the Company control 74.94% of the voting shares of the ultimate Parent Company per 31 December 2025, whereas Nikolaos Lykos
(Supervisory Board member) holds a majority stake of 74.58% and can exercise control over the Group. Jon Neeraas, member of the management board, and his related parties exercise direct control in Norwegian company “Aktiv Vekst AS“ which holds 0.36%. 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 11.E.
Key management personnel compensation is as following:
| in € thousand | 2025 | 2024 |
| Short-term employee benefits | 2,078 | 3,444 |
| Management participation programs (long-term) | 2,352 | 2,908 |
| 4,430 | 6,352 |
Short-term employee benefits include expenses for severance payments for Mr. Nikolaos Lykos amounting to t€ 141.
With regard to long-term remuneration of the Management Board from management participation programs, please refer to note 11.E.i for
Manolis Kontos, Jon Neeraas and Markus Kirchmayr, and refer to note 11.E.ii for management participation program for Burak Bilge.
iii.
Transactions with members of the Supervisory Board
In 2025 remunerations of t€ 231 (2024: t€ 221) were granted to the Supervisory Board, no advance payments or loans were granted.
Three children of Mr. Nikolaos Lykos, until 24 June 2025 Chairman of the Management Board, since then Member of the Supervisory Board of
AUSTRIACARD HOLDINGS AG, do have employment contracts for non-leadership positions or serve non-executive management functions within the Group. Compensation for employment contracts amounted to a total of t€ 79 in 2025 (2024: t€ 56) and is given at market conditions, the non-executive management function is served without compensation.
iv.
Transactions with associated companies
As of the balance sheet date 31.12.2025, there was investment in one immaterial associated company. No transactions were carried out with
the associate in 2025 as well as in previous year.
29. 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 | 2025 | 2024 |
| Audit of consolidated and annual financial statements | 489 | 499 |
| Other confirmation and consulting services | 119 | 158 |
| 607 | 657 |
30. Subsequent events
There were no significant subsequent events after the balance sheet date.
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Accounting policies
31. 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 01/01/2025.
| Standard | Effective date*) | Material impact | |
| 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 | |||
*) Applicable to financial years beginning on or after the indicated date
32. 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.
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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.
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 recognized 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 recognized 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.
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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.
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; exception: the accounting for lease arrangements under IFRS 16
•
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;
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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.
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 subject to systematic depreciation.
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 |
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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 |
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.
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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.
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 recognized 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 recognized in profit or loss. Any gain or loss on derecognition is | |
| recognized 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 recognized. 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 recognized 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 recognized 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 Türkiye'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).
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33. 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:
| Material impact expected on | ||||
| Standard | Effective date*) | consolidated financial statements | ||
| IFRS 18 | Presentation and Disclosure in Financial Statements | 01/01/2027 | Yes | |
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 01/01/2027 | No | |
| IFRS 19 | Amendments to IFRS 19 Subsidiaries without Public | 01/01/2027 | No | |
| Accountability: Disclosures | ||||
| IAS 21 | Amendments to IAS 21 The Effects of Changes in | 01/01/2027 | No | |
| Foreign Exchange Rates : Translation to a | ||||
| Hyperinflationary Presentation Currency | ||||
| IFRS 7/ | Amendments to the Classification and Measurement of | 01/01/2026 | No | |
| IFRS 9 | Financial Instruments (Amendments to IFRS 9 and IFRS | |||
| 7) | ||||
| IFRS 7/ | Contracts Referencing Nature-dependent Electricity | 01/01/2026 | No | |
| IFRS 9 | (Amendments to IFRS 9 and IFRS 7) | |||
| diverse | Annual Improvements Volume 11 (Cycle 2021-2023) | 01/01/2026 | 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 2026.
IFRS 18 introduces a new structure for the income statement with mandatory subtotals, adjustments to the statement of cashflows and minor
changes in balance sheet. 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.
AUSTRIACARD Group is already working on the implementation project of IFRS 18 and will start reporting according to the new standard with
effective date 01.01.2027. In 2025 overall requirements of IFRS 18 were analysed internally, with main focus on income statement as the required adjustments in balance sheet and cashflow statement are of minor complexity for AUSTRIACARD Group.
Income statement:
The assessment of the Group’s main business activities has shown that non of the Group’s economic activities represents a specified main
business activity according to IFRS 18.49. Therefore the Group will classify it’s income statement under the general rules of IFRS 18 without assigning any specific main business activity from investing and financing category to operating category. AUSTRIACARD has already identified the positions of income statement that require analysis in further detail, this analysis is currently ongoing and includes, among other things, a review of the classification of results from associated companies, interest income as well as foreign exchange effects
Cashflow statement:
IFRS 18 also affects the statement of cashflows, particularly in terms of presentation and categorization (IFRS 18.3). Operating result will be
the new starting point for indirect method of calculation of cashflow. This will be the only relevant effect for AUSTRIACARD group, as for presentation of interest received/paid and dividends received/paid the current cashflow statement already follows the rules of IFRS 18 concerning presentation within cashflow from investing and financing activities.
Statement of financial position:
Within the statement of financial position the only change of presentation concerns goodwill. Based on materiality it will be decided if this
position will be listed as a separate line within non-current assets.
Management-defined performance measures (MPMs):
Currently AUSTRIACARD uses management-defined performance measures (MPMs) in its external communication. MPMs are voluntary subtotals
of income and expense like adjusted EBITDA, adjusted EBIT and adjusted profit before tax. It will be decided if these subtotals will be kept. In that case the reconciliation of these MPM’s to the mandatory subtotals presented in the income statement will be disclosed.
After finalization of analysis of required adjustments in financial statements the results will be presented to responsible Group management in
first half of 2026. After alignment with Group auditor the preparation of comparative data 2026 will start.
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Vienna, 11 March 2026
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
Annual Financial Report 2025 (translated)
Annual financial report 2025 (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, 2025, 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 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,
2025 and its financial performance and cash flows for the year then ended in accordance with the IFRS
Accounting Standards issued by the International Accounting Standards Board (ISAB) as adopted by EU, and the
additional requirements under section 245a UGB (Austrian Company Code).
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 (ISAs). 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 29.7 million as of December 31, 2025.
Assessment of the design and effectiveness of
According to IFRS, goodwill is subject to an impairment
controls in the valuation process;
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 for those
Reconciliation of the cash flows used in the
cash-generating units to which goodwill is allocated.
valuation model with the budget for 2026 and
Mid Term Plan for 2027-2028 approved by the
The assessment of the recoverability of goodwill requires
supervisory board;
judgement, in determining whether there is an
Involvement of our valuation specialists to
impairment need and the amount of such an impairment.
analyze and assess the design of the valuation
The main risk relates to management’s estimates of
model, as well as to assess the reasonableness of
future cash flows and discount rates, which are used to
the planning assumptions, discount rates and
assess the recoverability.
growth rates used in the valuation model;
The disclosures related to the goodwill and the related
Check the mathematical accuracy of the
impairment test are included in Notes
valuation model;
3. Use of judgments and estimates, 15. Intangible assets
Assess the adequacy of the disclosures in
and goodwill and 32. Significant
the financial statements.
accounting policies.
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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 expected to be made
available to us after the date of this 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, as soon as it is available, and, in doing so, consider whether - based on our knowledge obtained in
the audit - the other information is materially inconsistent with the consolidated financial statements or
otherwise appears to be materially mis-stated.
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
Accounting Standards as adopted by the EU, and the additional requirements under section 245a UGB (Austrian
Company Code) 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.
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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 ISAs, will 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 Austrian Standards on Auditing, which require the
application of ISAs, 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.
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 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 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.
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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 controls 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 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 on June 24, 2025. We were appointed as auditors
by the Supervisory Board on October 16, 2025. 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 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 11, 2026
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Erich Lehner mp
Mag. Katharina Schrenk mp
Wirtschaftsprüfer / Certified Public Accountant
Wirtschaftsprüferin / Certified Public Accountant
_________
*) This report is a translation of the original report in German, which is solely valid.
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Declaration by all legal representatives pursuant to § 124 (1) 3 Stock
Exchange Act (BörseG)
We confirm, to the best of our knowledge, that the consolidated financial statements
prepared in accordance with the applicable accounting standards give a true and fair view of
the assets, financial position and results of operations of the Group, and that the consolidated
management report presents the business performance, the results of operations and the
position of the Group in such a way as to give a true and fair view of the assets, financial
position and results of operations, and describes the principal risks and uncertainties to which
the Group is exposed.
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
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AUSTRIACARD HOLDINGS AG
Single Financial Statements 2025
in accordance with the Austrian Commercial Code (UGB)
112
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AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/1
Statement of Financial Position as of
31 December 2025
Assets
31/12/2025
31/12/2024
EUR
EUR'000
A. Fixed assets
I. Intangible assets
1. Concessions, industrial property rights and
assets and licences derived therefrom
139,587
23
139,587
23
II. Tangible assets
1. Land, similar rights and buildings, including
buildings on leasehold land
35,000
35
2. Other equipment, furniture and equipment
41,982
18
3. Prepayments and plant under construction
0
33
76,982
87
III. Financial assets
1. Investments in affiliated companies
110,849,612
112,952
2. Loans to affiliated companies
77,090,000
84,499
3. Other investments
34,050
34
187,973,662
197,485
188,190,230
197,595
B. Current assets
I. Accounts receivable and other assets
1. Accounts receivable from affiliated
companies
3,525,771
1,656
thereof non-current
0
0
2. Other receivables
270,553
330
thereof taxes
267,278
305
thereof non-current
0
0
3,796,325
1,986
II. Cash on hand, bank balances, checks
9,377,540
1,992
13,173,864
3,978
C. Prepaid expenses and deferred charges
124,008
237
D. Deferred tax assets
336,568
406
201,824,671
202,215
113
Annual financial report 2025 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/2
Liabilities and Shareholder`s equity
31/12/2025
31/12/2024
EUR
EUR'000
A.
Shareholder's equity
I. Statutory, called and paid-in nominal capital
36,353,868
36,354
Own shares
-448,799
-362
Issued share capital
35,905,069
35,992
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
15,256,373
12,317
IV. Taxed reserves
1. Statutory reserve
7,000
7
2. Reserves in connection with own shares
448,799
362
455,799
369
V. Accumulated profit / loss
8,854,357
14,016
thereof profit/loss carried forward
10,066,704
17,716
93,557,876
95,780
B.
Provisions
1. Tax provisions
9,013
37
thereof deferred tax provisions
9,013
4
2. Other provisions
1,081,985
1,933
1,090,998
1,970
C.
Liabilities
1. Bank loans
93,441,839
99,242
thereof current
11,115,143
11,109
thereof non-current
82,326,696
88,133
2. Accounts payable
361,467
414
thereof current
361,467
414
3. Liabilities to affiliated companies
12,862,525
4,005
thereof current
12,862,525
4,005
4. Other liabilities
509,965
804
thereof from taxes
0
281
thereof due to social security
129,885
113
thereof current
509,965
804
107,175,796
104,466
thereof current
24,849,100
16,332
thereof non-current
82,326,696
88,133
201,824,671
202,215
114
Annual financial report 2025 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2025
2025
2024
EUR
EUR'000
1. Revenues
3,025,875
3,555
2. Other income
a) Other other income
125,461
72
125,461
72
3. Personnel expenses
a) Salaries
-4,578,981
-5,722
b) Expenses for social security
-588,361
-446
thereof for pensions
0
0
thereof contributions to employee provision funds
-48,161
-40
thereof expenses for statutory social security and
payroll related taxes and contributions
-540,200
-405
-5,167,342
-6,168
4. Amortization, depreciation and impairment charges
a) of intangible assets and equipment
-42,412
-9
-42,412
-9
5. Other operating expenses
a) Taxes other than income taxes
-197,082
-148
b) Sundry
-3,936,076
-4,178
-4,133,158
-4,326
6. Subtotal from line 1 to 5 (Operating result)
-6,191,576
-6,876
115
Annual financial report 2025 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2025
2025
2024
EUR
EUR'000
6. Subtotal from line 1 to 5 (Operating result)
-6,191,576
-6,876
7. Income from investments
8,618,051
6,865
thereof from affiliated companies
8,618,051
6,865
8. Other interests and similar income
3,852,151
5,816
thereof from affiliated companies
3,851,040
5,816
9. Expenses from financial assets and from securities
due to current assets
-2,159,700
-1,385
thereof impairment
-2,098,817
-1,385
thereof from affiliated companies
-2,159,700
-1,385
10. Interest and similar expenses
-4,710,490
-6,118
11. Subtotal from line 7 to 10 (Financial result)
5,600,012
5,178
12. Loss before tax (Subtotal from line 6 and line 11)
-591,564
-1,698
13. Income taxes
-101,371
58
thereof deferred taxes
-74,662
90
14. Net income / Net loss of the year
-692,935
-1,640
15. Profit/Loss carried forward from prior period
10,066,704
17,716
16. Allocation to taxed reserves
-519,412
-2,060
17. Total profit / loss
8,854,357
14,016
116
Annual financial report 2025 (translated)
AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8, 1230 Vienna
117
Annual financial report 2025 (translated)
Notes to the financial statements for the financial year
2025
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 2025
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.
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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 2025,
no impairment charge was recognized (prior year: EUR 0).
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.
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).
119
Annual financial report 2025 (translated)
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.
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.
In fiscal year 2025, an impairment loss on the investment amounting to EUR 2,098,817
was recognized (prior year: EUR 1,385k). This relates to the investment in LSTech Ltd.
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.
2.5. Receivables and other assets
Receivables and other assets are recognized at their nominal values. Individual value
adjustments for identifiable risks are recorded. Foreign currency translation is performed
at the exchange rate applicable on the date of the transaction. As of the balance sheet
date, receivables are measured using the closing rate, provided that the closing rate is
lower than the historical rate.
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.
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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 2025.
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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, 2025.
Name
Registered Equity
Share of equity Net Profit/Loss of
office
the most recent
financial year
AUSTRIA CARD-
Vienna
EUR 86,977,453
100.00%
EUR 7,970,945
Plastikkarten und
Ausweissysteme
Gesellschaft
m.b.H. (ACV)
INFORM LYKOS
Koropi
EUR 21,313,167
99.99%
EUR 6,164,740
(HELLAS) SA (ILG)
(GR)
CLOUDFIN LTD
Nicosia
EUR 7,026,969
61.50%
EUR 2,442,459
(CY)
Terrane L.T.D.
Nicosia
EUR 17,135,686
100.00%
EUR 3,667,593
(CY)
LSTech Ltd
Milton
GBP 72,945
100.00%
GBP 243,462
Keynes
(UK)
122
Annual financial report 2025 (translated)
Loans to affiliated companies
Loans to affiliated companies amounted as of 31 December 2025 to EUR 77,090,000
(prior year: EUR 84,499k). Of this amount, EUR 53,030,000 related to AUSTRIA
CARD-Plastikkarten und Ausweissysteme Gesellschaft m.b.H. (prior year:
EUR 51,420k), EUR 14,800,000 to INFORM LYKOS (HELLAS) S.A. (prior year:
EUR 15,400k), and EUR 9,260,000 - to INFORM LYKOS S.A. (prior year: EUR 12,680k).
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 3,525,771 (prior year:
EUR 1,656k).
Thereof EUR 1,485,518 (prior year: EUR 361k) relate to current service charges,
EUR 1,824,992 - to intra‑group cash pooling (prior year: EUR 1,189k), and EUR 215,261
to other receivables (prior year: EUR 106k).
123
Annual financial report 2025 (translated)
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 2025, deferred taxes were calculated using the corporate income tax
rate of 23%, or 22% if these relate to the branch based in Greece.
31.12.2025 31.12.2024
EUR
TEUR
807,882
812
Fixed assets (22%)
55,656
456
Investments (22%)
331,745
516
Borrowing costs (23%)
20,731
13
Vacation Provisions (23%)
41,722
18
Other long-term provisions (22%)
250,000
0
Tax loss carryforward (22%)
6,096
5
Long-term personnel provisions (22%)
1,513,832
1,820
Amount total differences
336,568
406
Thereof deferred taxes as of 31 Dec
Movement of deferred tax assets:
2025
2024
EUR
TEUR
As of 01 Jan
405,684
369
Changes affecting net income of the financial year
-69,116
37
As of 31 Dec
336,568
406
The deferred tax expense of EUR 74,662 reported in the income statement includes the
change in deferred tax assets of EUR 69,116 as well as the change in deferred tax
liabilities of EUR 5,546.
124
Annual financial report 2025 (translated)
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 2024
35,991,566 33,086,279
12,316,802
369,302 14,016,262 95,780,210
Purchase of own shares
(86,497)
(432,915)
(519,412)
Assignment to taxed
519,412
(519,412)
reserves
Dividend distribution
(3,949,558) (3,949,558)
Share-based payment
2,939,571
2,939,571
Loss of the year 2025
(692,935)
(692,935)
As of 31 December 2025
35,905,069 33,086,279
15,256,373
455,799
8,854,357 93,557,876
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.
125
Annual financial report 2025 (translated)
At the annual general meeting on 24 June 2025, the Management Board was
authorized, with the approval of the Supervisory Board, to increase the share capital
within five years after registration of the amendment to the Articles of Association – also
in several tranches – by up to EUR 9,088,467 (nine million eighty-eight thousand four
hundred sixty-seven euros) through the issuance of up to 9,088,467 (nine million
eighty-eight thousand four hundred sixty-seven) no-par value bearer shares with voting
rights against cash and/or contributions in kind, whereby the issue price and the issue
conditions shall be determined by the Management Board with the approval of the
Supervisory Board. The Management Board is authorized, subject to the exclusion of
subscription rights, to offer the new shares to shareholders for subscription, if applicable,
by way of indirect subscription rights pursuant to § 153 (6) of the Austrian Stock
Corporation Act (AktG).
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.
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 496.8k.
126
Annual financial report 2025 (translated)
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.
Share buy-back program for own shares III
In addition to previous Share Buy-Back Programms I and II, 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. The supervisory board of
AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back
Program III by resolution dated 7 January 2025. In total, under the Share Buy-Back
Program III, AUSTRIACARD HOLDINGS AG bought back 86,497 own shares at a
weighted average price of EUR 6.01 per share. This corresponds to 0.2379% of the total
share capital. The total price without incidental expenses of the repurchased shares was
EUR 519.4k.
After the transactions of the Share Buy-Back Programs I-III, on the basis of the
authorization granted by the annual general meeting on 30 June 2023, the Company in
total owns 448,799 own shares, which represent 1.2345% of the total shares based on
the authorization. The share buy-back program III ended on 24 June 2025.
127
Annual financial report 2025 (translated)
The annual general meeting of AUSTRIACARD HOLDINGS AG held on 24 June 2025
resolved (i) to revoke the authorization granted on 30 June 2023 and (ii) 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 24 June
2025. 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 24 June 2025, the consideration to be paid per share
when acquiring shares must (i) not be lower than EUR 1.00 (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.
3.1.5. Provisions
The tax provisions relate to the deferred tax provision in the amount of EUR 9,013
(previous year: EUR 4k), recognized in profit or loss in the financial year 2025 at a tax
rate of 22 % of the branch office on the prepaid expenses.
No corporate income tax provision was recognized in the financial year 2025 (prior year:
EUR 33k).
Other provisions mainly relate to personnel provisions amounting to EUR 431,763
(previous year: EUR 1,240k) 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, 2025, the
loans drawn down from the total volume amounted to EUR 93,441,839 (previous year:
EUR 99,242k).
Liabilities to banks have a remaining term of three years.
Liabilities to affiliated companies amount to EUR 12,862,525 (previous year:
EUR 4,005k), thereof EUR 12,821,483 are related to cash pooling (previous year:
EUR 3,909), EUR 41,042 to ongoing services charges (previous year: EUR 97k).
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Annual financial report 2025 (translated)
Collateral and liabilities
Collateral has been provided for liabilities to banks in the amount of EUR 93,441,839.
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 has 4 performance guarantees with
a total amount of EUR 670,927 (prior year: 195k).
3.1.7. Derivative financial instruments
Derivative financial instruments are recognized in the following items in the statement of
financial position:
Item in
book value book value
statement of
Fair value 31.12.2025 31.12.2024
Financial instrument
financial position
EUR
EUR
EUR
67,112.00
Interest rate swap NBG
Off-balance sheet
0.00
0.00
(126,002.22)
Interest rate swap RBI
Off-balance sheet
0.00
0.00
(17,368.77)
Interest rate collar RBI
Off-balance sheet
0,00
0,00
Interest rate floor RBI
Off-balance sheet (62,932.33)
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 December18, 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.
129
Annual financial report 2025 (translated)
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.
The interest rate swap NBG designated as hedging instruments had a positive market
value of EUR 67,112 (prior year: EUR 103k) as of the reporting date, the interest rate
swap RBI had a negative market value of EUR 126,002 (prior year: EUR 235k) which
were not recognised in the balance sheet. The hedging instruments designated in 2024
have negative market values of EUR 17,369 (Interest rate collar) and EUR 62,932
(Interest rate floor) as of the reporting date, which were also not recognized in the
balance sheet.
130
Annual financial report 2025 (translated)
3.2. Notes to the income statement
3.2.1. Revenues
AUSTRIACARD HOLDINGS AG generated revenue of EUR 3,025,875 (prior year:
EUR 3,555k) from the charging of management fees in the 2025 financial year.
3.2.2. Personnel expense and employees
An amount of EUR 48,161 (prior year: EUR 40k) was paid to the employee provision
funds.
Prior
2025
Number of employees at the end of the fiscal year
year
White-collar workers
23
16
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 1,528,577 (previous year:
EUR 1,999k) for entitled management members employed in subsidiaries, expenses for
third-party services amounting to EUR 2,262,667 (previous year: EUR 1,962k) and
expenses for legal advice amounting to EUR 144,832 (previous year: EUR 217k).
Expenses for the audit of the financial statements for the fiscal year are included in the
notes to the consolidated financial statements.
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 has
been subsequently liquidated in the financial year 2025.
131
Annual financial report 2025 (translated)
3.2.5. Income tax
On December 01, 2015, the Company established a tax group and signed a tax
allocation agreement. On March 27, 2025, another group company, e-commerce
monitoring GmbH, acceded to the agreement.
Head of the tax group is AUSTRIACARD HOLDINGS AG and the members of the tax
group are AUSTRIA CARD-Plastikkarten und Ausweissysteme Gesellschaft m.b.H. and
e-commerce monitoring GmbH.
Tax equalization within the Group is achieved through tax allocations amounting to 23 %
of the tax result.
AUSTRIACARD HOLDINGS AG has to pay no tax expense for the entire Group for the
2025 assessment year (previous year: EUR 0k).
132
Annual financial report 2025 (translated)
4. Other disclosures
4.1. Officers of the Company
In the Annual General Meeting held on 24 June 2025 Mr. Nikolaos Lykos and Prof.
Stefano Brusoni were elected as new members of the Supervisory Board. Mr. Nikolaos
Lykos therefore stepped down from his previous position as Chairman of the
Management Board of AUSTRIACARD HOLDINGS AG. Mr. Petros Katsoulas
(Chairman of the Supervisory Board), Mr. Michael Butz and Mr. Anastasios Gabrielides
resigned from their position within the Supervisory Board at the same time.
Further, Mr. Emmanouil Kontos, previously Deputy Chairman of the Management Board,
was appointed as new Chairman of the Management Board by the Supervisory Board
on 3 July 2025. With effectiveness per 15 July 2025 Mr. Mohamed Chemloul has been
appointed as new member and Vice Chairman of the Management Board.
On 2 July 2025 the Supervisory Board elected Mr. John Costopoulos (former Deputy
Chairman of the Supervisory Board) as new Chairman of the Supervisory Board and Mr.
Martin Wagner (former Member of the Supervisory Board) as new Deputy Chairman of
the Supervisory Board.
During the financial year 2025, the following persons were members of the Management
Board:
Mr. Nikolaos Lykos (until June 24, 2025)
Mr. Emmanouil Kontos
Mr. Dr. Mohamed Chemloul (starting July 15, 2025)
Mr. Jon Neeraas
Mr. Burak Bilge, MBA
Mr. Mag. Markus Kirchmayr
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Annual financial report 2025 (translated)
In 2025, the following persons were members of the Supervisory Board:
Mr. Petros Katsoulas
Chairman
Mr. John Costopoulos
Chairman starting July 02, 2025
Mr. Martin Wagner
vice-Chairman starting July 02, 2025
Mr. Nikolaos Lykos
member starting June 24, 2025
Mr. Anastasios Gabrielides
member
Mr. Prof. Stefano Brusoni
member June 24, 2025
Mr. Michael Butz M.Sc., MSc MBA member until June 24, 2025
The remuneration of the members of the Management Board of AUSTRIACARD
HOLDINGS AG in the financial year 2025 paid by the Company amounted to:
Short-term payments: EUR 1,494,544 (previous year: EUR 2,101k) thereof severance
payments for former members of the Management Board – EUR 141,000
Long-term payment (Stock Option Plan): EUR 2,351,657 (previous year: EUR 2,627k)
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 2025, the Supervisory Board was granted remuneration of EUR 231k (2024:
EUR 221k); no advances or loans were granted.
134
Annual financial report 2025 (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%
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Annual financial report 2025 (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 2025 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 2025.
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. Till the end of 2025 no further participants have left the
management participation program 2022-2025.
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Annual financial report 2025 (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
No material events have occurred after the balance sheet date that would have resulted
in a changed presentation of the financial position, cash flows, or results of operations.
4.5. Dividend distribution
The Management Board plans to propose to the Annual General Meeting to distribute a
dividend of EUR 0.10 per dividend-bearing share from the balance sheet profit.
137
Annual financial report 2025 (translated)
Vienna, 11 March 2026
Management Board
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
138
Annual financial report 2025 (translated)
Fixed assets schedule for the financial year 01.01.2025 - 31.12.2025
Acquisition or production costs
Accumulated amortization
Net carrying amount
As of
As of
As of
As of
Book value
Book value
1.1.2025
Additions
Disposal
31.12.2025
1.1.2025
Additions
Disposal
31.12.2025
31.12.2025
31.12.2024
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
I. Intangible assets
1. Concessions, industrial property rights and and assets
and licenses derived therefrom
317,150
148,878
0
466,027
294,245
32,196
0
326,441
139,587
22,905
317,150
148,878
0
466,027
294,245
32,196
0
326,441
139,587
22,905
II. Sachanlagen:
1. Land, similar rights and buildings,
including bulidings on leasehold land
225,196
0
0
225,196
190,196
0
0
190,196
35,000
35,000
2. Other equipment, furniture and equipment
73,901
33,807
0
107,708
55,510
10,216
0
65,726
41,982
18,391
3. Prepayments and plant under construction
33,200
0
33,200
0
0
0
0
0
0
33,200
332,297
33,807
33,200
332,904
245,706
10,216
0
255,922
76,982
86,591
III. Financial assets
1. Investments in affiliated companies
116,453,429
12,000
15,992
116,449,437
3,501,008
2,098,817
0
5,599,825
110,849,612
112,952,421
2. Loans to affiliated companies
85,883,853 9,490,000 18,283,853
77,090,000
1,385,185
0
1,385,185
0
77,090,000
84,498,668
3. Other investments
34,050
0
0
34,050
0
0
0
0
34,050
34,050
202,371,332 9,502,000 18,299,845
193,573,487 0
4,886,193
2,098,817
1,385,185
5,599,825
187,973,662
197,485,139
203,020,779 9,684,684 18,333,045
194,372,418
5,426,144
2,141,229
1,385,185
6,182,188
188,190,230
197,594,635
139
Annual financial report 2025 (translated)
Management report 2025
1. Business development and financial situation
AUSTRIACARD HOLDINGS AG was established on September 29, 2010 as a holding
company. Since 2014, the Company is the parent company of the AUSTRIACARD
Group. As such, the Company oversees 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
Following the completion of the corporate restructuring in 2023, which resulted in the
cross-border merger of the Company with its subsidiary INFORM P. LYKOS HOLDINGS
S.A., Athens, Greece (“ILG”), as well as the finalization of the associated cross-border
technical listings on the Athens and Vienna stock exchanges, the Group implemented a
Group-wide management services agreement in June 2023. This agreement
was established to formalize, harmonize, and centrally govern the provision of
management services across the Group. Over the past years, additional employees and
managers were hired at the Company to strengthen the organization and support the
Group’s development. In 2025, the number of employees of the Company increased by
7 from 16 to 23 as of 31 December 2025.
In 2025, management service revenues amounted to EUR 3,026k, a decrease of
EUR 529k compared to financial year 2024 reflecting the reduction in personnel
expenses. Despite the additional hirings, personnel expenses decreased by
EUR -1,001k from EUR 6,168k to EUR 5,167k in 2025 due to the reduction in variable
compensation for management on account of the weaker financial performance of the
Group. Other operating expenses decreased by EUR -193k from EUR 4,326k to
EUR 4,133k in 2025. This reduction was mainly attributed to a decrease in non-cash
expenses related to the existing management participation program for employees at
subsidiaries, although it was partially offset by increased expenses for marketing and
public relations. As a result, the operating loss decreased by EUR 684k, from
EUR -6,876k to EUR -6,192k in 2025.
140
Annual financial report 2025 (translated)
Income from investments amounted to EUR 8,618k in 2025 (previous year: EUR 6,865k)
and relates to dividends received from subsidiaries. Other interest and similar income
decreased by EUR 1,964k to EUR 3,852k and mainly relates to interest income from
loans granted to subsidiaries. In the financial year 2025, interest expenses decreased
by EUR 1,407k to EUR 4,710k reflecting the reduced amount of outstanding financial
debt as well as the reduction in Euribor. Expenses from financial assets amounting to
EUR 2,160k (previous year: EUR 1,385k) primary due to write downs of investments in
subsidiaries. The financial result increased as a result of higher income from investments
to EUR 5,600k (previous year: EUR 5,178k).
The loss of the year for 2025 amounted to EUR -693k and this was reduced by
EUR 947k compared to previous year.
Financial Position
Financial assets decreased from EUR 197,485 to EUR 187,974k as of 31 December
2025 due to repayment of loans to affiliated companies and due to a write down of an
investment in a subsidiary. Current assets increased from EUR 3,978k to EUR 13,174k
mainly due to the increase in Cash in Banks from EUR 1,922k to EUR 9,378k. Total
assets increased essentially remained stable at EUR 201,825k.
Equity decreased from EUR 95,780k to EUR 93,558k due to the net loss for the year,
the dividend distribution of EUR 3,950k and the acquisition of treasury shares amounting
to EUR 519k, being partially offset by the recognition of expenses from the management
participation programs amounting to EUR 2,940k in equity. Equity ratio remained at a
healthy level of 46.4%.
Provisions decreased from EUR 1,970k to EUR 1,091k due to lower provisions for
variable management compensation. Liabilities increased from EUR 104,466k to
EUR 107,176k, which is primarily due to higher liabilities to affiliated companies
(EUR +8,857k) related to the group cash pool whereas liabilities to banks were reduced
by EUR 5,800k to EUR 93,442k.
141
Annual financial report 2025 (translated)
Branches
In the past financial year there was a branch in Thessaloniki, Greece. The branch
provided management services to affiliated entities and contributed substantially to the
development of our AI and Digital Analytics portfolio. At the end of the year 2025, the
branch employed 10 employees (previous year: 5) and had revenues of EUR 972k
(previous year: 770k). Otherwise, there were no branches.
Performance indicators
Euro values in EUR thousands
2025
2024
2023
Financial performance indicators
Operating result
-6,192
-6,876
-13,406
Financial result
5,600
5,178
99
Equity ratio in %
46.4%
47.4%
48.4%
(Equity / Total capital)
Working Capital
-3,366
-4,915
-3,811
(Current assets minus current liabilities)
142
Annual financial report 2025 (translated)
2. Research & Development
AUSTRIACARD has structured its research and development (R&D) activities by a
solution-based approach. This innovative structure centralizes R&D efforts focusing on
delivering complete, integrated solutions tailored to customer needs. The Group's R&D
operations are strategically based in key development hubs in Austria, Greece, and
Romania, supported by R&D teams in Andorra, UAE (Dubai), Poland and Spain. These
teams work collaboratively to address specific focus areas.
During this reporting period, the Group’s R&D strategy focused on accelerating
innovation across secure identification, payments, and digital solutions all of which are
essential to the Group’s technology-driven growth model. Significant R&D investments
were directed towards next-generation platforms and materials that scale the Group’s
products, solutions, and services portfolio. In 2025, the Group advanced its strategy to
create proprietary IP across end-to-end systems, delivering integrated solutions for
secure ID, payments, and digital ecosystems to fuel geographical expansion, particularly
into Africa, and broader digital applications. Key highlights included the development of
next-generation enrolment software for automated personalization of passports and
credentials, and enhanced ACOS (Austriacard Operating System) with superior
cryptography and VISA/Mastercard compliance, extending to biometric fingerprint cards
for payments and access.
The GaiaB™ platform marked another milestone with the introduction of a proprietary,
AI-driven ecosystem designed to optimize secure document and transaction
management. This initiative demonstrates the Group’s commitment to leveraging
artificial intelligence to drive automation, predictive analytics, and smarter
personalization processes across its product lines.
In the identification systems domain, key developments included the launch of new
enrolment and management software supporting fully automated, end-to-end
personalization and issuance of passports, driving licenses, and other secure
credentials. These advancements position the Group at the forefront of government
identity systems, strengthening its reputation as a trusted provider of integrated ID
solutions.
In digital payment technologies, substantial progress was achieved through
enhancements to the Austriacard Operating System (ACOS). The latest version
introduced improved cryptographic performance, higher resilience against emerging
security threats, and compliance with the newest VISA and Mastercard specifications.
These improvements extend ACOS’ lifespan and adaptability across payment,
authentication, and trusted identity applications.
143
Annual financial report 2025 (translated)
A notable innovation breakthrough was the industrialization of the biometric fingerprint
payment card, embedding a fingerprint sensor directly into the chip module. This system-
on-card solution enhances user convenience and security by enabling direct biometric
authentication. Beyond traditional payment use, the Group is extending this technology
to high-security access and digital identity environments through ongoing proof-of-
concept projects.
In addition to technological innovation, there has been a strong focus on sustainability
and material innovation. The completion of certification for PLA-based payment cards
provides an eco-friendly alternative that significantly reduces CO₂ emissions in
production, reinforcing the Group’s commitment to environmental responsibility while
meeting growing customer demand for sustainable products.
These developments collectively represent an advancement in the Group’s long-term
innovation roadmap. Focused investments in advanced R&D, platform-driven
technologies, and intelligent manufacturing are expected to deliver sustainable growth,
enhanced margins, and continued leadership in secure digital ecosystems.
In 2025, research and development expenses for AUSTRIACARD HOLDINGS AG
amounted to EUR 278k, up from EUR 101k in the previous year. These expenses
primarily focused on AI / GaiaB™ development and participation in European research
programs.
144
Annual financial report 2025 (translated)
3. Future development and risks
Future development
In 2026, the Company is expected to generate higher revenues and operating costs while
the operating result overall is expected to improve compared to 2025, especially due to
the reduction in costs related to the management long term incentive programs. Income
from investments and the balance of interest income and expenses is expected to remain
stable and thus the financial result is also expected to be similar to 2025. Due to the
reduction in expenses for long-term management incentive plans, the annual result of
the Company is expected to be positive.
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 achieve 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. 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.
145
Annual financial report 2025 (translated)
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:
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 hovered above 2% over the last 12 months, new
uncertainties have emerged regarding the further economic development such as the
implementation of new tariffs by the USA. 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.
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
146
Annual financial report 2025 (translated)
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.
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 remain the primary method of payment and provide 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.
147
Annual financial report 2025 (translated)
Dependence and loss of customers
The Group’s business model is characterized by long-standing relationships with a
number of major customers whose order volumes and project cycles have a significant
influence on revenue stability and operational planning. This concentration entails the
risk that changes in purchasing behaviour, strategic redirection, or delays in project
execution by these customers may directly affect the Group’s performance. At the same
time, the Group also faces the risk of customer loss, particularly in cases where service
quality, product conformity, or delivery reliability do not meet expectations in highly
competitive markets.
Customer dependence and the potential loss of customers are closely linked exposures:
reliance on a limited number of key accounts increases the sensitivity to operational
shortcomings, while any deterioration in service levels can amplify the risk of churn
among strategically important customers. To safeguard against these risks, the Group
invests in maintaining strong and broad customer relationships through structured
engagement, regular communication with key decision-makers, and continuous
monitoring of contract performance and service-level compliance. Operational
excellence is reinforced through enhanced quality controls, improved data and
production processes, systematic tracking of performance indicators, and targeted
workforce development. These efforts are complemented by measures aimed at
reducing customer concentration, including geographic and sectoral diversification, the
expansion of the product and service portfolio, and proactive business development with
new and existing clients.
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.
148
Annual financial report 2025 (translated)
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.
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.
149
Annual financial report 2025 (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.
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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.
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.
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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.
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.
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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.
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.
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.
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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.
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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 AG 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.
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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.
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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, 2025, 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 (until 24.06.2025),
Member of the Company’s Supervisory Board (as of 24.06.2025).
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.
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).
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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 dedication of our employees across all segments continue to be a
driving force behind the success of AUSTRIACARD HOLDINGS AG. In 2025, we
strengthened our focus on building a culture of trust and empowerment, recognizing that
our people's commitment and adaptability are essential to navigating an increasingly
complex global business environment.
As technology and artificial intelligence continue to reshape the workplace, we have
proactively invested in upskilling and reskilling initiatives to ensure the Group’s workforce
remains agile and competitive. Through the AUSTRIACARD Academy and targeted
training programs, we equip our employees with the skills needed to embrace digital
transformation while fostering continuous professional development and cross-functional
collaboration.
Employee well-being remains central to our people strategy. We have expanded our
focus beyond physical health to include mental and emotional well-being, implementing
programs that support work-life balance, stress management, and a supportive
workplace culture. By cultivating an inclusive environment where employees feel valued
and heard, we strengthen engagement and enable our teams to perform at their best.
Talent retention and development are critical priorities as we compete for skilled
professionals in a dynamic labour market. We have enhanced our approach to identifying
and nurturing high-potential talent, ensuring leadership continuity and building internal
capabilities that support our long-term strategic goals.
The Group’s commitment to ESG principles is reflected in our human resources
practices. The HR team plays a pivotal role in advancing diversity, equity, and inclusion
across the organization, promoting sustainable employment practices, and ensuring that
our workforce contributes meaningfully to the Group's environmental and social
objectives.
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.
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Overall, the Group's headcount decreased from 2,401 on 31 December 2024 to
2,360 on 31 December 2025 (41 less employees), mainly due to the optimization of the
Pink Post postal and courier services in Romania.
Number of employees
31/12/2025
31/12/2024
€m chg
% chg
Central Eastern Europe & DACH (CEE)
1,705
1,778
(73)
-4.1%
Western Europe, UK, Nordics, Americas (WEST)
539
516
23
4.5%
Türkiye / Middle East and Africa (MEA)
93
91
2
2.2%
Corporate
23
16
7
43.8%
Total
2,360
2,401
(41)
-1.7%
The average number of employees counted as full-time-equivalents (FTE) decreased by
184 from 2,301 FTE in 2024 to 2,117 FTE in 2025.
At AUSTRIACARD HOLDINGS AG, the number of employees increase.ed from 16 as at
December 31, 2024 to 23 as at December 31, 2025 as continued effort to strengthen
group management in the area of operations, human resources, investor relations, IT
and Research & Development.
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7. Environmental management
In 2025, AUSTRIACARD HOLDINGS AG (also “ACAG” or “the Group”) further
strengthened its environmental management and sustainability practices. Through
continued alignment with the ESRS framework and the publication of a dedicated
sustainability report, the Group enhanced transparency while improving data quality,
internal controls, and reporting consistency. Environmental management remains
anchored in regulatory compliance, continuous improvement, and internationally
recognized standards across all production sites and service operations.
ESG Strategy Development
During the year, ACAG advanced the development of a comprehensive ESG strategy.
The focus was on establishing a reliable and transparent data foundation across all
entities to better understand environmental impacts and enable the setting of Group wide
climate and circularity targets in the coming years. This groundwork will support
coordinated implementation and progress tracking across the Group. This strategic
direction ensures that environmental priorities can be addressed consistently and
effectively across the Group in the coming years.
Reporting Infrastructure & Process Improvements
To support a more consistent and streamlined approach to ESG reporting, ACAG
implemented a unified Group-wide reporting tool and strengthened related processes.
Key enhancements included:
A single platform for Group- and entity-level data capture, review, and
consolidation across nvironmental, social, and governance topics.
Introduction of a new Group ESG Manager, along with clearer roles and
responsibilities for local ESG coordinators.
Strengthened review and validation procedures.
Improved coverage and accuracy across Scope 1, 2, and key Scope 3
greenhouse gas emission categories, aligning estimations with ESRS principles
and the GHG Protocol.
These improvements enhance audit readiness and support reliable decision making.
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Climate Action
ACAG continued to advance climate related measures across its entities. Efforts focused
on:
Enhanced Scope 1, 2, and 3 GHG inventory across major entities, improving both
data quality and emission factor selection, and laying the foundation for a climate
strategy based on robust data.
A variety of measures at entity level, including energy efficiency initiatives,
expanding the use and production of renewable electricity, and increasing the
electrification of the vehicle fleet.
Preparatory work for the 2026 climate transition plan.
These activities support long term emission reduction efforts across operations and the
supply chain.
Circular Economy & Resource Use
The Group strengthened initiatives to reduce resource consumption and environmental
impact, with a focus on:
Broadening environmentally certified and lower impact materials.
Increasing the use of recycled and bio-based materials in card production.
Continuing pilot programs for card take back and recycling.
Applying life cycle assessments to guide material and design related decisions.
These measures support the transition toward more circular products and processes.
Strengthened Governance Framework
To reinforce environmental and ethical standards across the Group, ACAG introduced
several new policies covering human rights, labour practices, environmental
responsibility, and anti-corruption. These policies provide clearer expectations for
employees and business partners and contribute to a more consistent governance
framework.
UN Global Compact Membership
ACAG joined the United Nations Global Compact in 2025, reaffirming its commitment to
aligning corporate conduct with internationally recognized principles on human rights,
labour, environment, and anti-corruption.
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Vienna, March 11, 2026
Management Board
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Manangement Board
Member of the Management Board
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Auditor’s report *)
Report on the Financial Statements
Audit Opinion
We have audited the accompanying financial statements of
AUSTRIACARD HOLDINGS AG, Vienna,
These financial statements comprise the balance sheet as of December 31, 2025, the income statement
for the fiscal year then ended and the notes.
Based on our audit the 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, 2025 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 (ISAs). 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 and loans in
We questioned and examined management’s
affiliated companies
assessment of the recoverability of the book value
of the investments in affiliated companies and
As of December 31, 2025 the book value of the
loans to affiliated companies. Our audit procedures
investments in affiliated companies amounts to EUR
included, among others, the following:
110.8 million and loans to affiliated companies
amount to 77.1 million.
Review and evaluate management’s
assessment regarding the existence of
The assessment of the recoverability of investments
impairment or reversal indicators;
and loans in affiliated companies requires judgement
Involve our internal valuation specialist in
in assessing whether there is an indication that the
assessing management’s considerations in
investment should be impaired or there is an
relation to the identification of impairment or
indication, that an impairment loss recognized in prior
reversal indicators;
periods may no longer exist or may have decreased
Check the plausibility of the impairment or
and in measuring any such impairment or reversal.
reversal indicators with the 2025 annual results
The main risk relates to management’s assessment of
and the 2026 budgets of the affiliated
the impairment or reversal indicators, as well as to
companies.
the determination of the fair value.
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 expected to be made available 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, as soon as it is available, and, in doing so, consider whether - based on our knowledge
obtained in the audit - the other information is materially inconsistent with the financial statements 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 Austrian Standards on Auditing, which require
the application of ISAs, will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the EU regulation and Austrian Standards on Auditing, which
require the application of ISAs, 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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Annual financial report 2025 (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 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 controls
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 June 24, 2025. We were appointed as
auditors by the Supervisory Board on October 16, 2025. 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 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 11, 2026
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Erich Lehner mp
Mag. Katharina Schrenk mp
Wirtschaftsprüfer / Certified Public Accountant
Wirtschaftsprüferin / Certified Public Accountant
_________
*) This report is a translation of the original report in German, which is solely valid.
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Interim Financial Report 2025
Declaration by all legal representatives pursuant to § 124 (1) 3 Stock Exchange
Act (BörseG)
We confirm, to the best of our knowledge, that the annual financial statements prepared in
accordance with the applicable accounting standards give a true and fair view of the assets, financial
position and results of operations of the Company, and that the management report presents the
business performance, the results of operations and the position of the Company in such a way as
to give a true and fair view of the assets, financial position and results of operations, and describes
the principal risks and uncertainties to which the Company is exposed.
Emmanouil Kontos mp
Chairman of the Management Board
Mohamed Chemloul mp
Jon Neeraas mp
Vice Chairman of the Management Board
Member of the Management Board
Burak Bilge mp
Markus Kirchmayr mp
Member of the Management Board
Member of the Management Board
171