Azerion Group N.V. (the \u2018Company\u2019) is a listed public company incorporated in the Netherlands under Dutch law on 25 January 2021 and registered at Boeing Avenue 30, 1119 PE, Schiphol-Rijk, the Netherlands. The Company\u2019s number in the Trade Register at the Chamber of Commerce is 81697244. The Company is a holding company with its main operations situated in the Netherlands and the domicile of the Company is in the Netherlands. The Company is listed on the Euronext stock exchange in Amsterdam.
The Company was originally known as European FinTech IPO Company 1 B.V. (EFIC1 B.V.), a Special Purpose Acquisition Company (\u2018SPAC\u2019). During the extraordinary general meeting of shareholders on 31 January 2022 the shareholders of EFIC1 approved (amongst other things) the proposed De-SPAC transaction (\u2018Transaction\u2019) with Azerion Holding B.V. This Transaction was completed on 1 February 2022 and EFIC1 B.V. changed in legal form into a limited company (naamloze vennootschap) on 2 February 2022 and renamed from EFIC1 to Azerion Group N.V.
These consolidated financial statements comprise the Company and its subsidiaries and entities it exercises control over (the \u2018Group\u2019 or \u2018Azerion\u2019).
Azerion operates a high-growth digital entertainment and media platform. It is a content-driven technology and data company, serving consumers, advertisers, digital publishers, and game creators globally.
Azerion operates a proprietary digital advertising platform focusing on both gaming and general (non-gaming) content. In recent years Azerion Group has expanded along the user engagement value chain to become a full stack provider of online digital advertising services, connecting advertisers with audiences through digital content (owned and third party) providers globally. The Group is involved in the provision of content-driven technology and data, serving consumers, advertisers, digital publishers, and game creators globally. Our mission is to be the go-to-partner for advertisers for an easy to-use, competitively priced, brand-safe digital environment.\u00a0
Positioned initially as a digital social and casual gaming company, in recent years Azerion has expanded further along the user engagement value chain into integrated advertising technology. Azerion is engaged in a number of interrelated operating activities including providing technology solutions to automate the purchase and sale of digital advertising inventory for advertisers, publishers and game creators as well as developing, publishing, distributing and operating online social and casual games and digital content.
As audiences continue to transition to digital forms of entertainment, gaming has established itself as one of the most engaging forms of content, attracting advertisers into the ecosystem. Azerion's owned and operated content reaches millions of highly engaged users globally, captures advertising spend across its platform and generates revenues through in-game purchases in its premium games. By leveraging the platform, Azerion also receives a share of revenue generated through the placing of advertisements on the inventory of its digital publisher partners and a share of the advertisement revenue generated by the content of its game creator partners.
During 2024, Azerion worked with more than 400,000 advertisers globally and over 300,000 contracted publisher websites using solutions across all advertising formats, devices and platforms. Through its platform and taking into account all its products, as at December 2024 Azerion\u2019s reach extended to an audience of over 550 million unique monthly active users on average. Throughout 2024, Azerion sold on average close to 14 billion digital advertisements per month, published close to 150 new casual games per month and worked with around 1,500 game creators. As at December 2024, Azerion\u2019s platform had a portfolio of more than 20,000 game titles and more than 10,000 exclusive publisher websites.
Azerion is a highly diversified business generating revenue from a broad range of jurisdictions and verticals across its two segments, Platform and Premium Games.
The two segments have their own management structures which report into the company management board.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-bacc17770349010d": { "value": "Azerion Group N.V.", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-92f50a9f0349010d": { "value": "listed public company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-d3530d040349010d": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-731a10fb0349010d": { "value": "Boeing Avenue 30, 1119 PE, Schiphol-Rijk, the Netherlands", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-ea7a0d7c0349010d": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-89740a4c0349010d": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "t-e1e41c2f0349010d": { "value": "Azerion operates a high-growth digital entertainment and media platform. It is a content-driven technology and data company, serving consumers, advertisers, digital publishers, and game creators globally.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-9aae12190349010d": { "value": "Management prepared these consolidated financial statements on the going concern basis.
For the year ended 31 December 2024, the Group delivered a comprehensive loss of \u20ac (55.8) million (2023: \u20ac 24.5 million profit) of which \u20ac 1.9 million profit is attributable to the non-controlling interest (2023: \u20ac 1.4 million profit). As of 31 December 2024, the Group had net assets of \u20ac 57.2 million (2023: \u20ac 109.6 million). Management believes that the application of going concern basis is appropriate as at 24 April 2025.\u00a0
Overall, the revenue for full year 2024 was \u20ac 551.2 million, an increase of 7.0% as compared with the full year 2023 revenue of \u20ac 515.0 million. Platform revenue increased by \u20ac 59.9 million to \u20ac 497.3 million (2023: \u20ac 437.4 million), mainly as a result of higher advertising spend across the Platform Segment, particularly in Direct Sales and the integration of past acquisitions, whereas Premium Games revenue decreased by \u20ac (23.7) million to \u20ac 53.9 \u00a0million (2023: \u20ac 77.6 million), mainly due to sale of the social card games portfolio in August 2023.
Based on the current financial position and results, the Group expects to meet its covenant ratios for subsequent quarterly measurement dates in 2025. The main financial covenant is called the maintenance ratio which represents the ratio of the net interest-bearing debt to EBITDA (as defined under the terms and conditions of the relevant bonds) which should be less than 4.50x. As at 31 December 2024, the Group is in compliance with the maintenance ratio and all other relevant covenants.
The net primary cash proceeds, together with expected future operational cash flows and available debt facilities of the Company have been assessed by the Management Board and are considered to provide sufficient liquidity to the Company for the following 12 months. The liquidity position of the Company is further strengthened by not proposing to pay any dividends for the next 12 months.
On 14 September 2023, Azerion announced that it had successfully placed \u20ac 165 million of senior secured floating rate bonds, within a total framework amount of \u20ac 300 million to qualified institutional investors internationally (ISIN: NO0013017657). The newly issued bonds have a 3-year tenor, carry a floating rate coupon of 3 months EURIBOR plus 6.75% per annum and were issued at 98.5% of par. The net proceeds of this bond issue in 2023, in combination with cash from Azerion, have been used to fully redeem the bonds issued on 8 April 2021 (ISIN: SE0015837794).\u00a0
In 2024 Azerion made two additional placements for a total nominal amount of \u20ac 100 million under the same \u20ac 300 million framework (ISIN: NO0013017657). The Tap Issue in July 2024 of \u20ac 50 million was issued at 100.75% of par and the Tap Issue in December 2024 of \u20ac 50 million was issued at 100.00% of par (with \u20ac 3.6 million acquired by Azerion itself).
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-12791ceb0349010d": { "value": "These consolidated financial statements were prepared in accordance with IFRS Accounting Standards as adopted by the EU and in accordance with Title 9, Book 2 of the Dutch Civil Code (\u201cDCC\u201d) and the consolidated financial statements have been prepared on the historical cost basis unless otherwise indicated.
The consolidated financial statements were authorized for issue by the Supervisory Board on 22 April 2025.
These consolidated financial statements also include the financial information of the Company, Azerion Group N.V..
These consolidated financial statements are presented in millions of euros (\u20ac), which is the Company\u2019s functional currency and rounded to the nearest hundred thousand unless stated otherwise.
The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions, which affect the reported amounts in these consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. The Group evaluates its estimates on an ongoing basis. These estimates are inherently subject to judgement and actual results could differ from those estimates. Revisions to accounting estimates are recognized prospectively.
Information about significant judgements and estimates used are included in the relevant notes to the financial statements.
The areas involving significant estimates and judgements are:
The useful lives have to be determined for intangible assets. The useful lives are estimated based upon best practice within the group. The group reviews the remaining useful lives of its non-current assets annually.
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.
The recoverable amount of the cash-generating units is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period and a pre-tax discount rate calculated by the weighted average cost of capital method. Refer to Goodwill for the key assumptions used by management in setting the financial forecast.
The grant-date fair value of equity-settled share-based payment awards granted to employees are recognized as an expense with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. The fair value is based on the share price of the ordinary share of Azerion Group N.V.
Related to the Transaction the Conditional Special Shares, Davey Call Option, the HTP Call Option and the Azerion Founder Warrants are treated as share based payments. The estimates and judgements are as follows.
In March 2021 EFIC1 issued Special Shares to its Sponsors. The Special Shares were convertible into Ordinary Shares during the De-SPAC transaction. Management has exercised judgement in determining whether these instruments should be treated as financial instruments or as share-based payments and concluded that the instruments are to be qualified as equity-settled share based payments. At grant date a valuation model was applied to calculate the value of these instruments.
The (originally issued) Special Shares fully vested on 31 January 2022, based on the considerations made in 2021 and given the expectation at the end of 2021 that the Transaction would take place. In the Transaction the Special Shares were partly cancelled, partly converted in Ordinary Shares and partly converted into Conditional Special Shares. Management considered that the Conditional Special Shares are to be treated as a modification of the previous instruments and therefore as share based payments. Based on fair value calculations before and after the modification, no amounts were recognized as additional expenses.
In March 2021 EFIC1 issued Call Options to Mr. B. Davey. These Call Options are considered a share-based payment for the services provided as a member of EFIC1\u2019s leadership team. As the Davey Call Option entitled only rights to Special Shares, which would automatically and mandatorily convert into Ordinary Shares upon the De-SPAC transaction, the share-based payment is equity-settled. In 2021 the Davey Call Option was economically considered as 1,012,560 individual options with an exercise price of\u00a0 \u20ac 0.01 to a Special Share as underlying. Although the Davey Call Option has an American feature, a Black-Scholes-Merton option pricing model was used to calculate the value at grant date.
The (originally issued) Davey Call Options fully vested on 31 January 2022, based on the considerations made in 2021. In the Transaction, 270,590 Davey Call Options were cancelled and the remaining 739,790 were split into 628,974 unconditional Call Options (convertible into Ordinary Shares, exercised in 2023) and 110,996 remaining Call Options per 31 December 2024 which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC transaction. Management considered that the reduction of the Davey Call Options should be treated as a modification of the previous instruments. Based on fair value calculations before and after the modification, no amounts were recognised as additional expenses.
As a result of the Transaction, and on exactly the same terms as the Davey Call Option, the HTP Sponsor received 145,634 unconditional call options (exercised in 2023) and 25,700 remaining conditional call options per 31 December 2024, which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. Management considered that these call options are to be treated as newly issued, fully vested equity-settled share based payments. For the valuation of these unconditional call options the share price on the stock exchange as at 1 February 2022 was used. For the valuation of the conditional call options the share price was amended with a discount reflecting the marketability limitations at the date of issue.
On completion of the De-SPAC Transaction, Azerion Group N.V. issued 17,992,773 Azerion Founder Warrants to the founders of Azerion Holding B.V. For the assessment of the grant date fair value of the Azerion Founder Warrant, as equity-settled Share-Based payments under IFRS 2, Management considered that, after the closing of the Transaction, the terms and conditions of the Azerion Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants without any amendment (a Level 2 valuation methodology).
As part of acquisitions up to 2021 the Company issued share appreciation rights as part of the consideration to the sellers. The considerations are settled by the Company delivering a fixed number of its own equity instruments in exchange for the financial asset, the share appreciation rights are classified as equity. Refer to where the terms and conditions of the share appreciation rights are disclosed.
The Public Warrants do not qualify as equity as a cashless settlement option exists. As a result, they classify as financial liability instruments. The Public Warrants are valued using the listed price of the Public Warrants (a Level 1 valuation methodology).
The Founder Warrants are derivatives and, because of their specific redemption features they classify as financial liability instruments. The holders of the Founder Warrants waived their right to retain the warrants in case of a call by the issuer (now Azerion Group N.V.) against a redemption price of \u20ac0.01 per Founder Warrant in the event that the last trading price of the Ordinary Shares equals or exceeds \u20ac18.00 per Ordinary Share for any 20 trading days within a 30 consecutive trading day period. Management considered that after the closing of the Transaction, the terms and conditions of the Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants without any amendment (a Level 2 valuation methodology).
While the Group employs experts to determine the acquisition date fair value of acquired intangibles, the fair values of assets acquired and liabilities assumed are based on significant management assumptions and estimates, which are inherently uncertain and highly subjective and as a result, actual results may differ from estimates. If different assumptions were to be used, it could materially impact the purchase price allocation.
For certain entities which were acquired in 2023 and 2024 an earn-out has been included in the purchase consideration. When determining the fair value of the earn-out, several assumptions and judgments were made regarding the estimated future revenue and cash flows of these acquisitions and therefore the future cash-out for the earn-out.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Management\u2019s assessment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f56e0d8d0349010d": { "value": "These consolidated financial statements were prepared in accordance with IFRS Accounting Standards as adopted by the EU and in accordance with Title 9, Book 2 of the Dutch Civil Code (\u201cDCC\u201d) and the consolidated financial statements have been prepared on the historical cost basis unless otherwise indicated.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-91641b290349010d": { "value": "The consolidated financial statements were authorized for issue by the Supervisory Board on 22 April 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-ff271cc40349010d": { "value": "These consolidated financial statements are presented in millions of euros (\u20ac), which is the Company\u2019s functional currency and rounded to the nearest hundred thousand unless stated otherwise.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-58951a400349010d": { "value": "The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions, which affect the reported amounts in these consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. The Group evaluates its estimates on an ongoing basis. These estimates are inherently subject to judgement and actual results could differ from those estimates. Revisions to accounting estimates are recognized prospectively.
Information about significant judgements and estimates used are included in the relevant notes to the financial statements.
The areas involving significant estimates and judgements are:
The useful lives have to be determined for intangible assets. The useful lives are estimated based upon best practice within the group. The group reviews the remaining useful lives of its non-current assets annually.
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.
The recoverable amount of the cash-generating units is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period and a pre-tax discount rate calculated by the weighted average cost of capital method. Refer to Goodwill for the key assumptions used by management in setting the financial forecast.
The grant-date fair value of equity-settled share-based payment awards granted to employees are recognized as an expense with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. The fair value is based on the share price of the ordinary share of Azerion Group N.V.
Related to the Transaction the Conditional Special Shares, Davey Call Option, the HTP Call Option and the Azerion Founder Warrants are treated as share based payments. The estimates and judgements are as follows.
In March 2021 EFIC1 issued Special Shares to its Sponsors. The Special Shares were convertible into Ordinary Shares during the De-SPAC transaction. Management has exercised judgement in determining whether these instruments should be treated as financial instruments or as share-based payments and concluded that the instruments are to be qualified as equity-settled share based payments. At grant date a valuation model was applied to calculate the value of these instruments.
The (originally issued) Special Shares fully vested on 31 January 2022, based on the considerations made in 2021 and given the expectation at the end of 2021 that the Transaction would take place. In the Transaction the Special Shares were partly cancelled, partly converted in Ordinary Shares and partly converted into Conditional Special Shares. Management considered that the Conditional Special Shares are to be treated as a modification of the previous instruments and therefore as share based payments. Based on fair value calculations before and after the modification, no amounts were recognized as additional expenses.
In March 2021 EFIC1 issued Call Options to Mr. B. Davey. These Call Options are considered a share-based payment for the services provided as a member of EFIC1\u2019s leadership team. As the Davey Call Option entitled only rights to Special Shares, which would automatically and mandatorily convert into Ordinary Shares upon the De-SPAC transaction, the share-based payment is equity-settled. In 2021 the Davey Call Option was economically considered as 1,012,560 individual options with an exercise price of\u00a0 \u20ac 0.01 to a Special Share as underlying. Although the Davey Call Option has an American feature, a Black-Scholes-Merton option pricing model was used to calculate the value at grant date.
The (originally issued) Davey Call Options fully vested on 31 January 2022, based on the considerations made in 2021. In the Transaction, 270,590 Davey Call Options were cancelled and the remaining 739,790 were split into 628,974 unconditional Call Options (convertible into Ordinary Shares, exercised in 2023) and 110,996 remaining Call Options per 31 December 2024 which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC transaction. Management considered that the reduction of the Davey Call Options should be treated as a modification of the previous instruments. Based on fair value calculations before and after the modification, no amounts were recognised as additional expenses.
As a result of the Transaction, and on exactly the same terms as the Davey Call Option, the HTP Sponsor received 145,634 unconditional call options (exercised in 2023) and 25,700 remaining conditional call options per 31 December 2024, which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. Management considered that these call options are to be treated as newly issued, fully vested equity-settled share based payments. For the valuation of these unconditional call options the share price on the stock exchange as at 1 February 2022 was used. For the valuation of the conditional call options the share price was amended with a discount reflecting the marketability limitations at the date of issue.
On completion of the De-SPAC Transaction, Azerion Group N.V. issued 17,992,773 Azerion Founder Warrants to the founders of Azerion Holding B.V. For the assessment of the grant date fair value of the Azerion Founder Warrant, as equity-settled Share-Based payments under IFRS 2, Management considered that, after the closing of the Transaction, the terms and conditions of the Azerion Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants without any amendment (a Level 2 valuation methodology).
As part of acquisitions up to 2021 the Company issued share appreciation rights as part of the consideration to the sellers. The considerations are settled by the Company delivering a fixed number of its own equity instruments in exchange for the financial asset, the share appreciation rights are classified as equity. Refer to where the terms and conditions of the share appreciation rights are disclosed.
The Public Warrants do not qualify as equity as a cashless settlement option exists. As a result, they classify as financial liability instruments. The Public Warrants are valued using the listed price of the Public Warrants (a Level 1 valuation methodology).
The Founder Warrants are derivatives and, because of their specific redemption features they classify as financial liability instruments. The holders of the Founder Warrants waived their right to retain the warrants in case of a call by the issuer (now Azerion Group N.V.) against a redemption price of \u20ac0.01 per Founder Warrant in the event that the last trading price of the Ordinary Shares equals or exceeds \u20ac18.00 per Ordinary Share for any 20 trading days within a 30 consecutive trading day period. Management considered that after the closing of the Transaction, the terms and conditions of the Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants without any amendment (a Level 2 valuation methodology).
While the Group employs experts to determine the acquisition date fair value of acquired intangibles, the fair values of assets acquired and liabilities assumed are based on significant management assumptions and estimates, which are inherently uncertain and highly subjective and as a result, actual results may differ from estimates. If different assumptions were to be used, it could materially impact the purchase price allocation.
For certain entities which were acquired in 2023 and 2024 an earn-out has been included in the purchase consideration. When determining the fair value of the earn-out, several assumptions and judgments were made regarding the estimated future revenue and cash flows of these acquisitions and therefore the future cash-out for the earn-out.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Management\u2019s assessment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-aa0a1b8d0349010d": { "value": "The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:
Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated as soon as control ceases.
All intercompany balances, transactions, income and expenses and profits and losses resulting from transactions between Group companies are eliminated. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
Non-controlling shareholders are equity participants of the group and transactions with non-controlling shareholders are therefore accounted for in equity and included in the statement of changes in equity, where the transaction does not result in the loss of control of a subsidiary. In transactions with non-controlling shareholders, the excess of the cost/proceeds of the transaction over the group\u2019s proportionate share of the net asset value acquired/disposed is allocated to the \u2018retained earnings\u2019 in equity.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred if the costs do not relate to the issuance of debt or equity instruments.
At the acquisition date, the identifiable assets acquired, the liabilities and contingent liabilities assumed are recognized at their fair value at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer\u2019s previously held equity interest in the acquiree (if any) and the amount of any non\u2011controlling interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
When a business combination is achieved in stages, the Group\u2019s previously held interests (including joint operations) in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
An\u00a0associate\u00a0is an entity over which the investor has significant influence.\u00a0If an entity holds, directly or indirectly (eg through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (eg through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence.
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate as well as any dividend received. When the Group\u2019s share of losses of an associate exceeds the Group\u2019s interest in that associate (which includes any long-term interests that, in substance, form part of the Group\u2019s net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate by accounting for its investment in accordance with IFRS 3 Business Combinations and IFRS 10 if the investment becomes a subsidiary.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the closing rate at the reporting date. Non-monetary items measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss and presented within other gain and losses.\u00a0
The assets and liabilities of foreign operations are translated to Euros at closing rates at the reporting date. The income and expenses of foreign operations are translated into Euros at the year-to-date average exchange rates. Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in the foreign currency translation reserve in equity. When a foreign operation is disposed of in its entirety or partially, the cumulative amount in the foreign currency translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset with substantially all the risks and rewards is transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Except for the trade receivables that are measured at the transaction price, all financial assets are initially measured at fair value adjusted for transaction costs where applicable. Financial assets are classified as either:
The classification of debt instruments is determined by considering both:
All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs and finance income, except for impairment of trade receivables which is presented within Other expenses (Cost of services and materials and other expenses).
Fair value adjustments to financial assets in transactions with owners of the Group are recorded directly in equity.
After initial recognition, the assets are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss.
Assets in this category are measured at fair value with gains or losses, including any interest and dividend income, recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Assets in this category are measured at fair value with gains or losses recognized in other comprehensive income, while respective dividend income is recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
The Group uses the simplified approach in accounting for its financial assets (trade and lease receivables, loans to shareholders (non-current financial assets) and deposits) and records the loss allowance as lifetime expected credit losses (\u2018ECL\u2019). The ECL are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group makes use of the practical expedient by which they can use a provision matrix as the basis to determine the expected loss for its trade accounts receivable. The expected credit loss is based on the historical observed default rates per trade accounts receivable ageing category over the expected life of the trade account receivables, updated for forward-looking adjustments.
The Group recognizes within other expenses in the statement of profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. When a financial asset is uncollectable (in severe financial difficulty and there is no realistic prospect of recovery), it is written off against the allowance account.
Other equity instruments are recognised as equity instruments if, and only if, the instrument includes no contractual obligation to deliver cash or another financial asset, and, for a non-derivative instrument, no contractual obligation to deliver a variable number of its own equity instruments; or for a derivative instrument, it will be settled by the Group through a fixed amount of cash for a fixed number of its own equity instruments.
The subordinated loans were originally classified as equity as they were to be settled through a fixed number of shares. The measurement was at amortised cost value on reclassification. As a result of the simplification and settlement transactions completed on 11 December 2023 and described further in Non-current financial assets,\u00a0 the subordinated loans were settled in full.\u00a0
The share appreciation rights and shares to be issued will be settled through a fixed number of shares. The valuation of the shares is derived from the date of the transaction.
The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Research and development cost | Expenditure on research activities is recognized in profit or loss within other expenses and personnel costs 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. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually. |
Other intangible assets | Other intangible assets, including Games and Software, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. The cost of a separately acquired intangible asset comprises: (a) its purchase price, including import duties and non\u2011refundable purchase taxes, after deducting trade discounts and rebates; and (b) any directly attributable cost of preparing the asset for its intended use. |
Capitalized development cost is based on management\u2019s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.
The estimated useful lives for current and comparative periods are as follows:
Assets | Years |
|---|---|
Games and software | 3-10 years |
Client lists | 5-20 years |
Trademark, Patents and Brands | 5-10 years |
Websites | 7-10 years |
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The internally generated Intangible assets useful lives are in line with those noted above.
General and specific borrowing costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.
During the year ended 31 December 2024, and previous years, no borrowing costs have been capitalised resulting in all borrowing costs being recognised in profit or loss.
The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.\u00a0
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss within other gains and losses. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be reliably measured.
Depreciation is calculated using the straight-line method over the estimated useful lives of property, plant and equipment.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
Assets | Years |
|---|---|
Right-of-Use Buildings | \u00a01 \u2013 5 years |
Right-of-Use Vehicles | \u00a01 \u2013 5 years |
Right-of-Use Equipment | 1 - 5 years |
Equipment\u00a0 | 1 \u2013 10 years |
| Renovations | 1 \u2013 5 years |
Other leased assets\u00a0are depreciated over the shorter of the asset useful life or the lease term.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Where an impairment indicator has been identified on an individual asset level, the impairment is assessed for that individual asset. Goodwill is reviewed for possible impairment at the end of each reporting period. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
The lease portfolio of the Group consists of real estate, vehicles and leases of office equipment. The Group recognizes a right-of-use asset and a lease liability at the commencement date. The right-of-use assets are presented as part of property, plant and equipment (refer to Leases). The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted at the incremental borrowing rate (\u2018IBR\u2019), being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. The Group applies a single IBR to a portfolio of leases with reasonably similar characteristics. The total lease payments include fixed payments, rent-free periods as well as variable lease payments that depend on an index or rate as at the commencement date. The Group determined the lease term of each lease as the non-cancellable period of a lease, together with periods covered by an option to extend and terminate the lease if the lessee is reasonably certain to exercise those options.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements).
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.
The Group accounts for lease modifications 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 the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For modifications that are not accounted for as a separate lease, the Group remeasures the lease liability by discounting the revised lease payments using a revised discount rate. The remeasurement is recognised as an adjustment to the right-of-use asset.
The Group has not elected to account for the lease and non-lease components as a single lease component.
The Group has also elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets (\u20ac 5 thousand individually) and short-term leases (with term less than 12 months). The lease payments associated with these leases are recognized as an expense within other expenses on a straight-line basis over the lease term.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for a major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interest in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.
When the Group enters into the operating sublease, it retains the lease liability and the right-of-use asset relating to the head lease in its statement of financial position. During the term of the operating sublease the Group:
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.
When the Group enters into a finance sublease, it:
The Group uses the discount rate for the head lease (adjusted for any initial direct costs associated with the sublease) to measure the net investment in the lease if the interest rate implicit in the lease cannot be readily determined.
During the periods presented, the Group did not have any finance leases or finance subleases, and therefore accounts for all subleases as operating subleases.
Prepayments are carried at cost. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down and the corresponding impairment loss is recognized in profit or loss within other expenses.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash at bank and on hand and deposits held at call with financial institutions.
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.
A defined-contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined-contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
A defined-benefit plan is a post-employment benefit plan other than a defined contribution plan. Plans for which the company has no legal or constructive obligation to pay further amounts, but to which it does pay non-fixed contributions, are also treated as a defined-benefit plan. The net pension asset or liability recognized in the Consolidated statement of financial position in respect of defined benefit post-employment plans is the fair value of plan assets less the present value of the projected defined-benefit obligation at the balance sheet date. The defined-benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. Recognized assets are limited to the present value of any reductions in future contributions or any future refunds. The net pension liability is presented as a long-term provision; no distinction is made for the short-term portion.
Pension costs in respect of defined-benefit post-employment plans primarily represent the increase of the actuarial present value of the obligation for post-employment benefits based on employee service during the year and the interest on the net recognized asset or liability in respect of employee service in previous years.
Remeasurements of the net defined-benefit asset or liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (excluding interest). The company recognizes all remeasurements in other comprehensive income.
Group\u2019s net bonds liabilities pursuant to defined benefit plans are assessed separately for each plan in assessing the amount of future benefits acquired by personnel in exchange for services rendered during the current and previous periods. The benefit is discounted in order to determine the present value of the defined benefit obligation and the current service cost. The fair value of plan assets is then deducted. Calculations are made every year by a qualified actuary, using the projected unit credit method. The Group recognises immediately in other comprehensive income all actuarial gains and losses under defined benefit plans.
Past service cost is recognised in profit or loss when the plan amendment or curtailment occurs, or when the Group recognises related restructuring costs or termination benefits, if earlier. Gains or losses on settlement of a defined benefit plan are recognised when the settlement occurs. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset. Defined benefit costs are split into three categories:
The Group recognises remeasurements and service costs within other comprehensive income. Net interest expense or income is recognised within finance costs (see Net finance costs).
The retirement benefit obligation recognised in the consolidated statement of financial position represents the deficit or surplus in the Group\u2019s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.
The grant-date fair value of equity-settled share-based payment awards granted to employees and the holders of the Azerion Founder Warrants are recognized within personnel cost with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. This continues until the vesting period has expired. Upon expiration, the Group\u2019s best estimate of the number of equity instruments that will ultimately vest is reflected.
Share capital represents the nominal (par) value of issued shares.
Own shares which have been repurchased and are held in Treasury for the purpose of (i) acquisition transactions (ii) delivery upon exercise of share options, restricted and performance shares, and (iii) capital reduction, are accounted for as a reduction of shareholders\u2019 equity. Treasury shares are recorded at cost, representing the market price at the acquisition date.
When issued from treasury, the accounting value of the shares are accounted for in equity on a first-in, first-out (FIFO) basis. That means that the cost price value of the oldest shares (first in) is first applied when new shares are issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Legal reserve is used to recognize the value of the capitalised development costs. These reserves are non-distributable in accordance with Dutch Law.
Share-Based payment reserve is used to recognise the value of equity-settled Share-Based payments provided to employees as part of their remuneration. It also includes grant date fair value of the Azerion Founder Warrants, that were assessed by Management as equity-settled Share-Based Payment transactions.
Currency translation reserve comprises foreign currency translation differences arising from the translation of financial statements of the Group\u2019s foreign operations.
Relates to loans converted into equity and equity instruments (share appreciation rights) issued as purchase consideration as part of acquisitions. The share appreciation rights issued are deemed equity in accordance with IAS 32 since Azerion Group N.V. intends to settle these SARs through the issuance of a fixed number of equity instruments and the holders of the SARs can\u2019t elect how the SARs should be settled.
Retained earnings includes all current and prior period retained profits.
The group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets. This decision is made on an acquisition-by-acquisition basis.
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 the customer.
The following table provides information about the nature, timing and satisfaction of performance obligations in contracts with customers for the Group's material revenue streams:
Type of product/service | Nature of performance obligations and significant payment terms | Timing of satisfaction of performance obligations and revenue recognition policies |
|---|---|---|
Platform: Advertising Revenue The Group's advertising revenue is made up of: i) direct sales, which involves a direct engagement between Azerion\u2019s commercial teams and advertisers (or their agencies) in the placement of digital advertisements, and ii) automated auction sales (open RTB) in which advertising inventory is purchased through real-time auctions, executed in milliseconds in the open market. | The Platform segment mainly generates revenue by displaying digital advertisements in both game (through its game distribution channel) and non-game content. Automated auction sales involve the sale of ad inventory, while direct sales are mostly comprised of advertising deals for ad impressions, clicks or actions. Sale of ad inventory: Each unit of ad inventory sold, and related ad impression provided, represents a separate performance obligation.\u00a0 Advertising deal \u2013 bundle of similar ad impressions, clicks or actions: Each ad impression, click or action included in the bundle is a distinct service that the Group promises to transfer to the customer and represents a separate performance obligation. Payment Terms: Payment terms for advertising revenue (both direct sales and automated auction sales) is generally 30 to 60 days. In certain cases the consideration promised in a contract includes a variable amount. In these cases, accumulated experience is used to estimate the variable component, using the expected value method. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. | Sale of ad inventory: The revenue is recognised at a point in time, at the point when each ad impression is served at an amount equal to the transaction price. Advertising deal \u2013 bundle of similar ad impressions, clicks or actions: The revenue is recognised at a point in time, at the point when each ad impression, click or action is served. The transaction price of the bundle is allocated to each ad impression, click or action on a relative stand-alone selling price basis.\u00a0 |
| Platform: AAA Game Distribution (formerly E-Commerce) Azerion\u2019s AAA Game Distribution platforms, Voidu and Genba Digital, enable digital content owners to distribute their games to users and retailers. | Genba: The service provided by Genba is the distribution of launch keys, representing access licenses for PC downloadable games, through its B2B platform. Genba does not have a primary obligation for delivery of launch keys. As a result, Genba represents an agent in these arrangements and revenue is recognized on a net basis. Delivery of each individual launch key represents a separate performance obligation. Voidu: The service provided by Voidu is the sale and delivery of launch keys, representing access licenses for games, directly to customers. Unlike Genba, Voidu is primarily responsible for fulfilling the promise to provide the game licenses. Voidu also has an element of discretion over the prices which they set. Finally, Voidu carries inventory risk for game licenses that were delivered if the orders are cancelled by end customers. Therefore, Voidu represents a principal in these arrangements and revenue is recognized on a gross basis. In the case of Voidu, there are two types of performance obligations: - Delivery of ordinary launch keys (for existing games) - Delivery of pre-order keys (for upcoming games and software). Payment Terms: Payment terms for both Voidu and Genba is generally 30 to 60 days. | Genba: Revenue is recognized at a point in time when control is passed to the customer, i.e. at the moment of delivery of launch keys. Voidu: Revenue is recognized at a point in time when control is passed to the customer, i.e. at the moment of delivery of launch keys. |
Premium Games Up until 28 August 2023, the Premium Games segment comprised social card games, social casino games and metaverse. The sale of the social card games portfolio was completed on 28 August 2023. The segment generates revenue mainly by offering users the ability to make in-game purchases for extra features and virtual goods to enhance their gameplay experience. | There are two main types of in-game purchases that the consumers make in the virtual world of gaming and sale of each represents a separate performance obligation: - Sale of durables (for example, virtual furniture, clothing, etc. in metaverse) - Sale of consumables (for example, chips, tokens, etc. in social card and social casino games) | Durables: Even though durables give consumers benefits over a period of time, in practice the consumption period of durables is relatively short. As a result, the revenue is recognized at a point in time (upon delivery of the durables to the consumers) based on the nature of the games and the core principles underlying these games, given the abandonment and fast obsolescence of the purchased durables. Consumables: Revenue from the sale of consumables is recognised at a point in time, at the moment of purchase by and delivery to the customer. |
Operating profit is the result generated from the continuing principal revenue-producing activities of the Group as well as other income and expenses related to operating activities. Operating profit excludes net finance costs, income taxes and the share of profit/results of joint ventures.
The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
The Company takes income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management\u2019s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company\u2019s financial position, statements of operations or cash flows.
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. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met.
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 assets 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 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. Deferred tax assets and liabilities are offset only if certain criteria are met.
Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
\u2018Fair value\u2019 is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as \u2018active\u2019 if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.
The Group presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit attributable to owners of the company (excluding any costs of servicing equity other than ordinary shares) by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.
The Group\u2019s consolidated financial statements have been prepared consistently with the previous period in order to give accurate trend analysis regarding the financial position and performance. Where necessary, comparative figures have been reclassified to agree to the presentation of the current period consolidated financial statements and significant changes are explained.\u00a0
During 2024 the Group's fair value gain / (loss) on contingent consideration was reclassified from Other expenses to Other gains and losses to better reflect the reporting by nature. Comparative figures were not updated to reflect this change due to immateriality of mentioned reclassification in 2023. For amounts of fair value gain / (loss) on contingent consideration for years 2024 and 2023 please refer to Other gains and losses.
The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024:
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
The new and amended standards that are issued but are not yet effective for 31 December 2024 are listed below:
The Group will adopt the amended standards when they become effective. The amended standards are not expected to have a material impact on the Group\u2019s financial statements, except for the following which are being assessed by management:
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the group\u2019s consolidated financial statements.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:
Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated as soon as control ceases.
All intercompany balances, transactions, income and expenses and profits and losses resulting from transactions between Group companies are eliminated. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
Non-controlling shareholders are equity participants of the group and transactions with non-controlling shareholders are therefore accounted for in equity and included in the statement of changes in equity, where the transaction does not result in the loss of control of a subsidiary. In transactions with non-controlling shareholders, the excess of the cost/proceeds of the transaction over the group\u2019s proportionate share of the net asset value acquired/disposed is allocated to the \u2018retained earnings\u2019 in equity.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-59bc1a4d0349010d": { "value": "The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:
Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated as soon as control ceases.
All intercompany balances, transactions, income and expenses and profits and losses resulting from transactions between Group companies are eliminated. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-bcc625920349010d": { "value": "Non-controlling shareholders are equity participants of the group and transactions with non-controlling shareholders are therefore accounted for in equity and included in the statement of changes in equity, where the transaction does not result in the loss of control of a subsidiary. In transactions with non-controlling shareholders, the excess of the cost/proceeds of the transaction over the group\u2019s proportionate share of the net asset value acquired/disposed is allocated to the \u2018retained earnings\u2019 in equity.
The group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets. This decision is made on an acquisition-by-acquisition basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-951121ec0349010d": { "value": "Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred if the costs do not relate to the issuance of debt or equity instruments.
At the acquisition date, the identifiable assets acquired, the liabilities and contingent liabilities assumed are recognized at their fair value at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer\u2019s previously held equity interest in the acquiree (if any) and the amount of any non\u2011controlling interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
When a business combination is achieved in stages, the Group\u2019s previously held interests (including joint operations) in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-39961d980349010d": { "value": "Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred if the costs do not relate to the issuance of debt or equity instruments.
At the acquisition date, the identifiable assets acquired, the liabilities and contingent liabilities assumed are recognized at their fair value at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer\u2019s previously held equity interest in the acquiree (if any) and the amount of any non\u2011controlling interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
When a business combination is achieved in stages, the Group\u2019s previously held interests (including joint operations) in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f31018a70349010d": { "value": "Goodwill is initially recognized and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-0c4c202a0349010d": { "value": "Goodwill is initially recognized and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3f4e19c20349010d": { "value": "An\u00a0associate\u00a0is an entity over which the investor has significant influence.\u00a0If an entity holds, directly or indirectly (eg through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (eg through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence.
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate as well as any dividend received. When the Group\u2019s share of losses of an associate exceeds the Group\u2019s interest in that associate (which includes any long-term interests that, in substance, form part of the Group\u2019s net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate by accounting for its investment in accordance with IFRS 3 Business Combinations and IFRS 10 if the investment becomes a subsidiary.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f1f3200a0349010d": { "value": "Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the closing rate at the reporting date. Non-monetary items measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss and presented within other gain and losses.\u00a0
The assets and liabilities of foreign operations are translated to Euros at closing rates at the reporting date. The income and expenses of foreign operations are translated into Euros at the year-to-date average exchange rates. Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in the foreign currency translation reserve in equity. When a foreign operation is disposed of in its entirety or partially, the cumulative amount in the foreign currency translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
Currency translation reserve comprises foreign currency translation differences arising from the translation of financial statements of the Group\u2019s foreign operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-38301d970349010d": { "value": "Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset with substantially all the risks and rewards is transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Except for the trade receivables that are measured at the transaction price, all financial assets are initially measured at fair value adjusted for transaction costs where applicable. Financial assets are classified as either:
The classification of debt instruments is determined by considering both:
All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs and finance income, except for impairment of trade receivables which is presented within Other expenses (Cost of services and materials and other expenses).
Fair value adjustments to financial assets in transactions with owners of the Group are recorded directly in equity.
After initial recognition, the assets are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss.
Assets in this category are measured at fair value with gains or losses, including any interest and dividend income, recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Assets in this category are measured at fair value with gains or losses recognized in other comprehensive income, while respective dividend income is recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
The Group uses the simplified approach in accounting for its financial assets (trade and lease receivables, loans to shareholders (non-current financial assets) and deposits) and records the loss allowance as lifetime expected credit losses (\u2018ECL\u2019). The ECL are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group makes use of the practical expedient by which they can use a provision matrix as the basis to determine the expected loss for its trade accounts receivable. The expected credit loss is based on the historical observed default rates per trade accounts receivable ageing category over the expected life of the trade account receivables, updated for forward-looking adjustments.
The Group recognizes within other expenses in the statement of profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. When a financial asset is uncollectable (in severe financial difficulty and there is no realistic prospect of recovery), it is written off against the allowance account.
Other equity instruments are recognised as equity instruments if, and only if, the instrument includes no contractual obligation to deliver cash or another financial asset, and, for a non-derivative instrument, no contractual obligation to deliver a variable number of its own equity instruments; or for a derivative instrument, it will be settled by the Group through a fixed amount of cash for a fixed number of its own equity instruments.
The subordinated loans were originally classified as equity as they were to be settled through a fixed number of shares. The measurement was at amortised cost value on reclassification. As a result of the simplification and settlement transactions completed on 11 December 2023 and described further in Non-current financial assets,\u00a0 the subordinated loans were settled in full.\u00a0
The share appreciation rights and shares to be issued will be settled through a fixed number of shares. The valuation of the shares is derived from the date of the transaction.
The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-33a81d560349010d": { "value": "Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset with substantially all the risks and rewards is transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-1dac23960349010d": { "value": "Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset with substantially all the risks and rewards is transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-a6d51b5e0349010d": { "value": "Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset with substantially all the risks and rewards is transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Except for the trade receivables that are measured at the transaction price, all financial assets are initially measured at fair value adjusted for transaction costs where applicable. Financial assets are classified as either:
The classification of debt instruments is determined by considering both:
All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs and finance income, except for impairment of trade receivables which is presented within Other expenses (Cost of services and materials and other expenses).
Fair value adjustments to financial assets in transactions with owners of the Group are recorded directly in equity.
After initial recognition, the assets are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss.
Assets in this category are measured at fair value with gains or losses, including any interest and dividend income, recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Assets in this category are measured at fair value with gains or losses recognized in other comprehensive income, while respective dividend income is recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
The Group uses the simplified approach in accounting for its financial assets (trade and lease receivables, loans to shareholders (non-current financial assets) and deposits) and records the loss allowance as lifetime expected credit losses (\u2018ECL\u2019). The ECL are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group makes use of the practical expedient by which they can use a provision matrix as the basis to determine the expected loss for its trade accounts receivable. The expected credit loss is based on the historical observed default rates per trade accounts receivable ageing category over the expected life of the trade account receivables, updated for forward-looking adjustments.
The Group recognizes within other expenses in the statement of profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. When a financial asset is uncollectable (in severe financial difficulty and there is no realistic prospect of recovery), it is written off against the allowance account.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-a9071ed00349010d": { "value": "Except for the trade receivables that are measured at the transaction price, all financial assets are initially measured at fair value adjusted for transaction costs where applicable. Financial assets are classified as either:
The classification of debt instruments is determined by considering both:
All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs and finance income, except for impairment of trade receivables which is presented within Other expenses (Cost of services and materials and other expenses).
Fair value adjustments to financial assets in transactions with owners of the Group are recorded directly in equity.
After initial recognition, the assets are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss.
Assets in this category are measured at fair value with gains or losses, including any interest and dividend income, recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Assets in this category are measured at fair value with gains or losses recognized in other comprehensive income, while respective dividend income is recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
The Group uses the simplified approach in accounting for its financial assets (trade and lease receivables, loans to shareholders (non-current financial assets) and deposits) and records the loss allowance as lifetime expected credit losses (\u2018ECL\u2019). The ECL are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group makes use of the practical expedient by which they can use a provision matrix as the basis to determine the expected loss for its trade accounts receivable. The expected credit loss is based on the historical observed default rates per trade accounts receivable ageing category over the expected life of the trade account receivables, updated for forward-looking adjustments.
The Group recognizes within other expenses in the statement of profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. When a financial asset is uncollectable (in severe financial difficulty and there is no realistic prospect of recovery), it is written off against the allowance account.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-5e4529820349010d": { "value": "Assets in this category are measured at fair value with gains or losses, including any interest and dividend income, recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Assets in this category are measured at fair value with gains or losses recognized in other comprehensive income, while respective dividend income is recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-0c2e20290349010d": { "value": "The Group uses the simplified approach in accounting for its financial assets (trade and lease receivables, loans to shareholders (non-current financial assets) and deposits) and records the loss allowance as lifetime expected credit losses (\u2018ECL\u2019). The ECL are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group makes use of the practical expedient by which they can use a provision matrix as the basis to determine the expected loss for its trade accounts receivable. The expected credit loss is based on the historical observed default rates per trade accounts receivable ageing category over the expected life of the trade account receivables, updated for forward-looking adjustments.
The Group recognizes within other expenses in the statement of profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. When a financial asset is uncollectable (in severe financial difficulty and there is no realistic prospect of recovery), it is written off against the allowance account.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-26f119920349010d": { "value": "The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f40f18b80349010d": { "value": "The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForWarrantsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-744b21aa0349010d": { "value": "The Warrants consist of the Public Warrants and the Founder Warrants. The Warrants are derivatives and because of their specific redemption features, a variable number of shares will be issued on exercise, they classify as financial liability instruments, at fair value through profit or loss. Subsequent changes in the fair value of the Warrants are recognised directly in the consolidated statement of profit and loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-4e8e1d9c0349010d": { "value": "The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of profit and loss. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
As at 31 December 2024 and 31 December 2023, the Group did not have any other financial liabilities designated at fair value through profit or loss (in accordance with IFRS9 paragraphs 4.2.2. or 6.7.1).
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-4dfa1d940349010d": { "value": "The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-56681a260349010d": { "value": "The Group\u2019s financial liabilities include debt to related parties and third parties, SARs granted to investors as part of acquisitions up to 2021 as well as accounts payable to suppliers and trade creditors, lease liabilities and contingent consideration and earn-out in business acquisitions. Except for liabilities to SAR holders, financial liabilities are initially measured at fair value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities are measured at amortised cost using the effective interest rate method. All interest-related charges are recognized within finance costs in the statement of comprehensive income. In the statement of financial position\u00a0the liabilities related to SARs holders were classified as \u2018at fair value through profit and loss\u2019 and subsequently measured at fair value.\u00a0
The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-b60c22650349010d": { "value": "Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-d66022a40349010d": { "value": "Research and development cost | Expenditure on research activities is recognized in profit or loss within other expenses and personnel costs 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. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually. |
Other intangible assets | Other intangible assets, including Games and Software, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. The cost of a separately acquired intangible asset comprises: (a) its purchase price, including import duties and non\u2011refundable purchase taxes, after deducting trade discounts and rebates; and (b) any directly attributable cost of preparing the asset for its intended use. |
Capitalized development cost is based on management\u2019s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.
The estimated useful lives for current and comparative periods are as follows:
Assets | Years |
|---|---|
Games and software | 3-10 years |
Client lists | 5-20 years |
Trademark, Patents and Brands | 5-10 years |
Websites | 7-10 years |
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The internally generated Intangible assets useful lives are in line with those noted above.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-4cba21010349010d": { "value": "Research and development cost | Expenditure on research activities is recognized in profit or loss within other expenses and personnel costs 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. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually. |
Other intangible assets | Other intangible assets, including Games and Software, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. The cost of a separately acquired intangible asset comprises: (a) its purchase price, including import duties and non\u2011refundable purchase taxes, after deducting trade discounts and rebates; and (b) any directly attributable cost of preparing the asset for its intended use. |
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.
The estimated useful lives for current and comparative periods are as follows:
Assets | Years |
|---|---|
Games and software | 3-10 years |
Client lists | 5-20 years |
Trademark, Patents and Brands | 5-10 years |
Websites | 7-10 years |
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The internally generated Intangible assets useful lives are in line with those noted above.
Depreciation is calculated using the straight-line method over the estimated useful lives of property, plant and equipment.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
Assets | Years |
|---|---|
Right-of-Use Buildings | \u00a01 \u2013 5 years |
Right-of-Use Vehicles | \u00a01 \u2013 5 years |
Right-of-Use Equipment | 1 - 5 years |
Equipment\u00a0 | 1 \u2013 10 years |
| Renovations | 1 \u2013 5 years |
Other leased assets\u00a0are depreciated over the shorter of the asset useful life or the lease term.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-8ff01b2b0349010d": { "value": "General and specific borrowing costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.
During the year ended 31 December 2024, and previous years, no borrowing costs have been capitalised resulting in all borrowing costs being recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-282519a20349010d": { "value": "The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-d2bb1f950349010d": { "value": "Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss within other gains and losses. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be reliably measured.
Depreciation is calculated using the straight-line method over the estimated useful lives of property, plant and equipment.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
Assets | Years |
|---|---|
Right-of-Use Buildings | \u00a01 \u2013 5 years |
Right-of-Use Vehicles | \u00a01 \u2013 5 years |
Right-of-Use Equipment | 1 - 5 years |
Equipment\u00a0 | 1 \u2013 10 years |
| Renovations | 1 \u2013 5 years |
Other leased assets\u00a0are depreciated over the shorter of the asset useful life or the lease term.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-fcb01ca40349010d": { "value": "Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Where an impairment indicator has been identified on an individual asset level, the impairment is assessed for that individual asset. Goodwill is reviewed for possible impairment at the end of each reporting period. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-70d021740349010d": { "value": "Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Where an impairment indicator has been identified on an individual asset level, the impairment is assessed for that individual asset. Goodwill is reviewed for possible impairment at the end of each reporting period. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c15717c30349010d": { "value": "The lease portfolio of the Group consists of real estate, vehicles and leases of office equipment. The Group recognizes a right-of-use asset and a lease liability at the commencement date. The right-of-use assets are presented as part of property, plant and equipment (refer to Leases). The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted at the incremental borrowing rate (\u2018IBR\u2019), being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. The Group applies a single IBR to a portfolio of leases with reasonably similar characteristics. The total lease payments include fixed payments, rent-free periods as well as variable lease payments that depend on an index or rate as at the commencement date. The Group determined the lease term of each lease as the non-cancellable period of a lease, together with periods covered by an option to extend and terminate the lease if the lessee is reasonably certain to exercise those options.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements).
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.
The Group accounts for lease modifications 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 the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For modifications that are not accounted for as a separate lease, the Group remeasures the lease liability by discounting the revised lease payments using a revised discount rate. The remeasurement is recognised as an adjustment to the right-of-use asset.
The Group has not elected to account for the lease and non-lease components as a single lease component.
The Group has also elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets (\u20ac 5 thousand individually) and short-term leases (with term less than 12 months). The lease payments associated with these leases are recognized as an expense within other expenses on a straight-line basis over the lease term.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for a major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interest in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.
When the Group enters into the operating sublease, it retains the lease liability and the right-of-use asset relating to the head lease in its statement of financial position. During the term of the operating sublease the Group:
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.
When the Group enters into a finance sublease, it:
The Group uses the discount rate for the head lease (adjusted for any initial direct costs associated with the sublease) to measure the net investment in the lease if the interest rate implicit in the lease cannot be readily determined.
During the periods presented, the Group did not have any finance leases or finance subleases, and therefore accounts for all subleases as operating subleases.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-6661242e0349010d": { "value": "Prepayments are carried at cost. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down and the corresponding impairment loss is recognized in profit or loss within other expenses.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Legal reserve is used to recognize the value of the capitalised development costs. These reserves are non-distributable in accordance with Dutch Law.
Share-Based payment reserve is used to recognise the value of equity-settled Share-Based payments provided to employees as part of their remuneration. It also includes grant date fair value of the Azerion Founder Warrants, that were assessed by Management as equity-settled Share-Based Payment transactions.
Currency translation reserve comprises foreign currency translation differences arising from the translation of financial statements of the Group\u2019s foreign operations.
Relates to loans converted into equity and equity instruments (share appreciation rights) issued as purchase consideration as part of acquisitions. The share appreciation rights issued are deemed equity in accordance with IAS 32 since Azerion Group N.V. intends to settle these SARs through the issuance of a fixed number of equity instruments and the holders of the SARs can\u2019t elect how the SARs should be settled.
Retained earnings includes all current and prior period retained profits.
The group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets. This decision is made on an acquisition-by-acquisition basis.
Operating profit is the result generated from the continuing principal revenue-producing activities of the Group as well as other income and expenses related to operating activities. Operating profit excludes net finance costs, income taxes and the share of profit/results of joint ventures.
The new and amended standards that are issued but are not yet effective for 31 December 2024 are listed below:
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the group\u2019s consolidated financial statements.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash at bank and on hand and deposits held at call with financial institutions.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-8e2a21850349010d": { "value": "For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash at bank and on hand and deposits held at call with financial institutions.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c4351bd60349010d": { "value": "Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.
A defined-contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined-contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
A defined-benefit plan is a post-employment benefit plan other than a defined contribution plan. Plans for which the company has no legal or constructive obligation to pay further amounts, but to which it does pay non-fixed contributions, are also treated as a defined-benefit plan. The net pension asset or liability recognized in the Consolidated statement of financial position in respect of defined benefit post-employment plans is the fair value of plan assets less the present value of the projected defined-benefit obligation at the balance sheet date. The defined-benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. Recognized assets are limited to the present value of any reductions in future contributions or any future refunds. The net pension liability is presented as a long-term provision; no distinction is made for the short-term portion.
Pension costs in respect of defined-benefit post-employment plans primarily represent the increase of the actuarial present value of the obligation for post-employment benefits based on employee service during the year and the interest on the net recognized asset or liability in respect of employee service in previous years.
Remeasurements of the net defined-benefit asset or liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (excluding interest). The company recognizes all remeasurements in other comprehensive income.
Group\u2019s net bonds liabilities pursuant to defined benefit plans are assessed separately for each plan in assessing the amount of future benefits acquired by personnel in exchange for services rendered during the current and previous periods. The benefit is discounted in order to determine the present value of the defined benefit obligation and the current service cost. The fair value of plan assets is then deducted. Calculations are made every year by a qualified actuary, using the projected unit credit method. The Group recognises immediately in other comprehensive income all actuarial gains and losses under defined benefit plans.
Past service cost is recognised in profit or loss when the plan amendment or curtailment occurs, or when the Group recognises related restructuring costs or termination benefits, if earlier. Gains or losses on settlement of a defined benefit plan are recognised when the settlement occurs. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset. Defined benefit costs are split into three categories:
The Group recognises remeasurements and service costs within other comprehensive income. Net interest expense or income is recognised within finance costs (see Net finance costs).
The retirement benefit obligation recognised in the consolidated statement of financial position represents the deficit or surplus in the Group\u2019s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.
The grant-date fair value of equity-settled share-based payment awards granted to employees and the holders of the Azerion Founder Warrants are recognized within personnel cost with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. This continues until the vesting period has expired. Upon expiration, the Group\u2019s best estimate of the number of equity instruments that will ultimately vest is reflected.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f3ab18b10349010d": { "value": "Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.
A defined-contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined-contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
A defined-benefit plan is a post-employment benefit plan other than a defined contribution plan. Plans for which the company has no legal or constructive obligation to pay further amounts, but to which it does pay non-fixed contributions, are also treated as a defined-benefit plan. The net pension asset or liability recognized in the Consolidated statement of financial position in respect of defined benefit post-employment plans is the fair value of plan assets less the present value of the projected defined-benefit obligation at the balance sheet date. The defined-benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. Recognized assets are limited to the present value of any reductions in future contributions or any future refunds. The net pension liability is presented as a long-term provision; no distinction is made for the short-term portion.
Pension costs in respect of defined-benefit post-employment plans primarily represent the increase of the actuarial present value of the obligation for post-employment benefits based on employee service during the year and the interest on the net recognized asset or liability in respect of employee service in previous years.
Remeasurements of the net defined-benefit asset or liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (excluding interest). The company recognizes all remeasurements in other comprehensive income.
Group\u2019s net bonds liabilities pursuant to defined benefit plans are assessed separately for each plan in assessing the amount of future benefits acquired by personnel in exchange for services rendered during the current and previous periods. The benefit is discounted in order to determine the present value of the defined benefit obligation and the current service cost. The fair value of plan assets is then deducted. Calculations are made every year by a qualified actuary, using the projected unit credit method. The Group recognises immediately in other comprehensive income all actuarial gains and losses under defined benefit plans.
Past service cost is recognised in profit or loss when the plan amendment or curtailment occurs, or when the Group recognises related restructuring costs or termination benefits, if earlier. Gains or losses on settlement of a defined benefit plan are recognised when the settlement occurs. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset. Defined benefit costs are split into three categories:
The Group recognises remeasurements and service costs within other comprehensive income. Net interest expense or income is recognised within finance costs (see Net finance costs).
The retirement benefit obligation recognised in the consolidated statement of financial position represents the deficit or surplus in the Group\u2019s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.
The grant-date fair value of equity-settled share-based payment awards granted to employees and the holders of the Azerion Founder Warrants are recognized within personnel cost with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. This continues until the vesting period has expired. Upon expiration, the Group\u2019s best estimate of the number of equity instruments that will ultimately vest is reflected.
The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
The Company takes income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management\u2019s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company\u2019s financial position, statements of operations or cash flows.
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. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-f30f18890349010d": { "value": "The provision for restructuring mainly relates to the estimated costs of initiated restructurings. When such restructurings require discontinuance and/or re-organization of activities, the anticipated costs are included in restructuring provisions. A liability is recognized for those costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the restructuring.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTerminationBenefits", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-513c212f0349010d": { "value": "The grant-date fair value of equity-settled share-based payment awards granted to employees and the holders of the Azerion Founder Warrants are recognized within personnel cost with a corresponding increase in equity in share-based payment reserve over the vesting period of the awards. This continues until the vesting period has expired. Upon expiration, the Group\u2019s best estimate of the number of equity instruments that will ultimately vest is reflected.
Share-Based payment reserve is used to recognise the value of equity-settled Share-Based payments provided to employees as part of their remuneration. It also includes grant date fair value of the Azerion Founder Warrants, that were assessed by Management as equity-settled Share-Based Payment transactions.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-71d01a910349010d": { "value": "Share capital represents the nominal (par) value of issued shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-904f1b2b0349010d": { "value": "Own shares which have been repurchased and are held in Treasury for the purpose of (i) acquisition transactions (ii) delivery upon exercise of share options, restricted and performance shares, and (iii) capital reduction, are accounted for as a reduction of shareholders\u2019 equity. Treasury shares are recorded at cost, representing the market price at the acquisition date.
When issued from treasury, the accounting value of the shares are accounted for in equity on a first-in, first-out (FIFO) basis. That means that the cost price value of the oldest shares (first in) is first applied when new shares are issued.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-0b3318df0349010d": { "value": "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 the customer.
The following table provides information about the nature, timing and satisfaction of performance obligations in contracts with customers for the Group's material revenue streams:
Type of product/service | Nature of performance obligations and significant payment terms | Timing of satisfaction of performance obligations and revenue recognition policies |
|---|---|---|
Platform: Advertising Revenue The Group's advertising revenue is made up of: i) direct sales, which involves a direct engagement between Azerion\u2019s commercial teams and advertisers (or their agencies) in the placement of digital advertisements, and ii) automated auction sales (open RTB) in which advertising inventory is purchased through real-time auctions, executed in milliseconds in the open market. | The Platform segment mainly generates revenue by displaying digital advertisements in both game (through its game distribution channel) and non-game content. Automated auction sales involve the sale of ad inventory, while direct sales are mostly comprised of advertising deals for ad impressions, clicks or actions. Sale of ad inventory: Each unit of ad inventory sold, and related ad impression provided, represents a separate performance obligation.\u00a0 Advertising deal \u2013 bundle of similar ad impressions, clicks or actions: Each ad impression, click or action included in the bundle is a distinct service that the Group promises to transfer to the customer and represents a separate performance obligation. Payment Terms: Payment terms for advertising revenue (both direct sales and automated auction sales) is generally 30 to 60 days. In certain cases the consideration promised in a contract includes a variable amount. In these cases, accumulated experience is used to estimate the variable component, using the expected value method. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. | Sale of ad inventory: The revenue is recognised at a point in time, at the point when each ad impression is served at an amount equal to the transaction price. Advertising deal \u2013 bundle of similar ad impressions, clicks or actions: The revenue is recognised at a point in time, at the point when each ad impression, click or action is served. The transaction price of the bundle is allocated to each ad impression, click or action on a relative stand-alone selling price basis.\u00a0 |
| Platform: AAA Game Distribution (formerly E-Commerce) Azerion\u2019s AAA Game Distribution platforms, Voidu and Genba Digital, enable digital content owners to distribute their games to users and retailers. | Genba: The service provided by Genba is the distribution of launch keys, representing access licenses for PC downloadable games, through its B2B platform. Genba does not have a primary obligation for delivery of launch keys. As a result, Genba represents an agent in these arrangements and revenue is recognized on a net basis. Delivery of each individual launch key represents a separate performance obligation. Voidu: The service provided by Voidu is the sale and delivery of launch keys, representing access licenses for games, directly to customers. Unlike Genba, Voidu is primarily responsible for fulfilling the promise to provide the game licenses. Voidu also has an element of discretion over the prices which they set. Finally, Voidu carries inventory risk for game licenses that were delivered if the orders are cancelled by end customers. Therefore, Voidu represents a principal in these arrangements and revenue is recognized on a gross basis. In the case of Voidu, there are two types of performance obligations: - Delivery of ordinary launch keys (for existing games) - Delivery of pre-order keys (for upcoming games and software). Payment Terms: Payment terms for both Voidu and Genba is generally 30 to 60 days. | Genba: Revenue is recognized at a point in time when control is passed to the customer, i.e. at the moment of delivery of launch keys. Voidu: Revenue is recognized at a point in time when control is passed to the customer, i.e. at the moment of delivery of launch keys. |
Premium Games Up until 28 August 2023, the Premium Games segment comprised social card games, social casino games and metaverse. The sale of the social card games portfolio was completed on 28 August 2023. The segment generates revenue mainly by offering users the ability to make in-game purchases for extra features and virtual goods to enhance their gameplay experience. | There are two main types of in-game purchases that the consumers make in the virtual world of gaming and sale of each represents a separate performance obligation: - Sale of durables (for example, virtual furniture, clothing, etc. in metaverse) - Sale of consumables (for example, chips, tokens, etc. in social card and social casino games) | Durables: Even though durables give consumers benefits over a period of time, in practice the consumption period of durables is relatively short. As a result, the revenue is recognized at a point in time (upon delivery of the durables to the consumers) based on the nature of the games and the core principles underlying these games, given the abandonment and fast obsolescence of the purchased durables. Consumables: Revenue from the sale of consumables is recognised at a point in time, at the moment of purchase by and delivery to the customer. |
The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-883a11aa0349010d": { "value": "The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
The fair value of the warrants decreased from \u20ac 0.25 at 31 December 2022 to \u20ac 0.005 at 31 December 2023 and then further to nil at 31 December 2024, resulting in the Fair value gain on warrants of \u20ac 4.4 million in 2023 and \u20ac 0.1 million in 2024.
Other finance income includes \u20ac 2.4 million (2023: \u20ac 0.9 million) related to the unwinding of contingent consideration and escrow amount from the 2023 sale of social card games portfolio.
Higher Interest expenses on third party balances in 2024 is explained by: a) higher interest rate in 2024 and increased amount of the bonds (see Borrowings); b) increased factoring activity; and c) interest expense on the newly acquired revolving credit facility (see Borrowings).\u00a0
Lower Other finance costs in 2024 is mainly due to\u00a0modification loss related to the transaction with Principion Holding B.V. in 2023 of \u20ac 4.3 million. See Non-current financial assets for more details.
For details on the fair value loss on the call option of \u20ac 6.8 million (2023: \u20ac 1.0 million) please refer to\u00a0Non-current financial assets and Trade and other receivables.
Included in interest expense on third party balances is interest accrued on contingent consideration of \u20ac 0.9 million (2023: \u20ac 0.9 million) and interest accrued on deferred consideration of \u20ac 0.5 million (2023: \u20ac 0.2 million).
Other than fair value gain on warrants and fair value loss on the the call option, interest income and expense is fully related to financial instruments measured at amortized cost.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-0a0c18ee0349010d": { "value": "Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
The Company takes income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management\u2019s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company\u2019s financial position, statements of operations or cash flows.
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. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-dca41c0f0349010d": { "value": "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 assets 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 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. Deferred tax assets and liabilities are offset only if certain criteria are met.
Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-34b41d6b0349010d": { "value": "\u2018Fair value\u2019 is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as \u2018active\u2019 if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c23f1bb70349010d": { "value": "The Group presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit attributable to owners of the company (excluding any costs of servicing equity other than ordinary shares) by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-37fb1d800349010d": { "value": "The Group\u2019s consolidated financial statements have been prepared consistently with the previous period in order to give accurate trend analysis regarding the financial position and performance. Where necessary, comparative figures have been reclassified to agree to the presentation of the current period consolidated financial statements and significant changes are explained.\u00a0
During 2024 the Group's fair value gain / (loss) on contingent consideration was reclassified from Other expenses to Other gains and losses to better reflect the reporting by nature. Comparative figures were not updated to reflect this change due to immateriality of mentioned reclassification in 2023. For amounts of fair value gain / (loss) on contingent consideration for years 2024 and 2023 please refer to Other gains and losses.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReclassificationsOrChangesInPresentationExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3d97158f0349010d": { "value": "| \u00a0 | Notes | Captify | Goldbach | Produpress | Total |
|---|---|---|---|---|---|
| Property, plant and equipment (including right-to-use assets) | 6 | - | 5.3 | - | 5.3 |
| Intangible assets | 7 | 0.7 | 1.8 | 2.6 | 5.1 |
| Deferred tax assets | \u00a0 | - | 0.4 | 0.4 | 0.8 |
| Non-current financial assets | 11 | - | 0.4 | - | 0.4 |
| Trade and other receivables | \u00a0 | 0.8 | 6.8 | 1.3 | 8.9 |
| Cash and cash equivalents | \u00a0 | - | 0.3 | - | 0.3 |
| Deferred tax liabilities | \u00a0 | (0.2) | (0.4) | (0.6) | (1.2) |
| Lease liablities | 10 | - | (1.7) | - | (1.7) |
| Trade, other payables and accrued liabilities | \u00a0 | (0.3) | (6.9) | (2.3) | (9.5) |
| Total identifiable net assets and liabilities at fair value | \u00a0 | 1.0 | 6.0 | 1.4 | 8.4 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Consideration paid at closing | \u00a0 | - | 5.0 | 2.8 | 7.8 |
| Cash and cash equivalents and bank overdrafts at acquired subsidiary | \u00a0 | - | (0.3) | - | (0.3) |
| Outflow of cash and cash equivalents net of cash acquired | \u00a0 | - | 4.7 | 2.8 | 7.5 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Consideration paid at closing | \u00a0 | - | 5.0 | 2.8 | 7.8 |
| Deferred consideration | \u00a0 | 2.4 | 0.8 | - | 3.2 |
| Contingent consideration | \u00a0 | - | 0.4 | 1.2 | 1.6 |
| Total consideration transferred or to be transferred at closing | \u00a0 | 2.4 | 6.2 | 4.0 | 12.6 |
| Minus: Total identifiable net assets and liabilities at fair value | \u00a0 | (1.0) | (6.0) | (1.4) | (8.4) |
| Goodwill | \u00a0 | 1.4 | 0.2 | 2.6 | 4.2 |
On 3 July 2024 Azerion Platform FR SAS and Azerion Italy SRL (hereinafter, ''Azerion'') entered into an asset purchase agreement with Captify Technologies SARL and Captify Technologies SRL (hereinafter, ''Captify''), respectively, leading providers of real-time audiences and search-powered, cookieless solutions. The agreement onboarded the business of Captify\u2019s existing operations in France and Italy, including the responsibility for existing customers, to Azerion. Captify's commercial operations and sales teams (employees) in France and Italy moved to Azerion as part of the agreement to support the growth of the business with new and existing client relationships and operational functions.\u00a0
The fair value of the purchase consideration for the business of Captify was \u20ac 2.4 million, which comprised of a deferred consideration of \u20ac 2.4 million.
The deferred consideration is to be paid within 4 months (\u20ac 0.8 million), 7 months (\u20ac 0.7 million) and after 19 months (\u20ac 0.9 million) respectively after the acquisition date. The fair value of the deferred consideration of \u20ac 2.4\u00a0million was estimated by calculating the present value of the future expected cash flows. The estimate is based on a discount rate of 4.2% per annum. Refer to\u00a0Other liabilities\u00a0where the deferred consideration relating to the acquisition of Captify as at 31 December 2024 is included.
The provisional fair value of acquired assets and liabilities of Captify has been determined. This resulted in a provisional fair value of \u20ac 1.0 million net assets acquired and \u20ac\u00a01.4 million goodwill recognized. The goodwill of \u20ac 1.4 million mainly relates to assembled workforce and the expectation of future client relationships.\u00a0
The fair value of financial assets includes receivables with a fair value of \u20ac 0.8 million and the same contractual value. At the acquisition date no receivables are expected to be unrecoverable.
On 8 November 2024 Azerion Tech Holding B.V. (hereinafter, ''Azerion'') signed an agreement to purchase 100% of the shares in Goldbach Austria GmbH, who owns 100% of Goldbach Media Austria GmbH and Goldbach Audience Austria GmbH, companies incorporated and existing under the laws of Austria (hereinafter, ''Goldbach''). On 11 December 2024 the acquisition was approved by the merger-control authority of Austria and the deal closed as the completion actions were satisfied on the 13 December 2024. Goldbach is specialized in the marketing of media and services across TV, Advanced TV, Online, Mobile, and Digital Out-of-Home. Goldbach\u2019s core competencies lie in providing consulting and execution expertise with a clear focus on multi-screen networking and efficient target audience engagement.\u00a0
The fair value of the purchase consideration for 100% of the shares capital of Goldbach was \u20ac 6.2 million, which comprised of a cash payment at closing of \u20ac 5.0 million, a deferred consideration of \u20ac 0.8 million and a contingent consideration of \u20ac 0.4 million.
The deferred consideration is to be paid within 12 months (\u20ac 0.9 million) after the acquisition date. The fair value of the deferred consideration of \u20ac 0.8 million was estimated by calculating the present value of the future expected cash flows. The estimate is based on a discount rate of 3.0% per annum. Refer to Other liabilities where the deferred consideration relating to the acquisition of Goldbach as at 31 December 2024 is included.
In the event that certain pre-determined events take place additional contingent consideration may be payable in cash. A contingent consideration with the fair value of \u20ac 0.2 million is related to tax benefits that the acquired companies can or would be able to realize by utilizing tax losses carried forward in years 2024, 2025 and 2026. In the event that this does take place the pre-agreed percentage of tax benefits are expected to be payable during the years 2026, 2027 and 2028 respectively. The fair value was estimated by calculating the present value of the future expected cash flows at a discount rate of 10.5% per annum. The remaining \u20ac 0.2 million relates to an amount payable in case a certain loan receivable is collected. The loan was collected at the end of 2024 and the contingent consideration paid in early 2025. Refer to Other liabilities where the contingent consideration relating to the acquisition of Goldbach as at 31 December 2024 is included.
The provisional fair value of acquired assets and liabilities of Goldbach has been determined. This resulted in a provisional fair value of \u20ac 6.0 million net assets and \u20ac 0.2 million goodwill recognized. The goodwill of \u20ac 0.2 million mainly relates to the assembled workforce and the expectation of future clients relationships.
The fair value of financial assets includes receivables with a fair value of \u20ac 6.8 million and a gross contractual value of \u20ac 6.9 million. The best estimate at the acquisition date of the contractual cash flows not to be collected is \u20ac 0.1 million.\u00a0
Goldbach contributed \u20ac 2.8 million to the group revenue in 2024. If the acquisition had been completed on the first day of the financial year, Group revenue would have been \u20ac 20.0 million higher in total.
Goldbach contributed a profit of \u20ac 0.5 million to the Group's profit and loss. If the acquisition had been completed on the first day of the financial year, net profit for the year would have been \u20ac (0.4) million lower.
On 10 December 2024 Azerion Belgium SRL (hereinafter, ''Azerion'') acquired 100% of the shares in PDPH SA, a company incorporated and existing under the laws of Luxemburg, who owns 100% of Produpress SA, a company incorporated and existing under the laws of Belgium (hereinafter, \"'Produpress''). Produpress is a publisher and media platform specializing in automotive-focused websites and magazines and operates mainly in Belgium.
The fair value of the purchase consideration for 100% of the share capital of Produpress was \u20ac 4.0 million, which comprised of a cash payment at closing of \u20ac 2.8 million and a contingent consideration of \u20ac 1.2 million.
In the event that certain pre-determined, financial and non-financial targets are achieved additional contingent consideration of up to \u20ac 1.3 million may be payable in cash. The first part of the contingent consideration was expected to be payable on 15 March 2025 and the second - between 30 April 2025 and 31 July 2026. The fair value of the contingent consideration of \u20ac 1.2 million was estimated by calculating the present value of the future expected cash flows. The estimates are based on a discount rate of 10.5% per annum.\u00a0Refer to\u00a0Other liabilities where the contingent consideration relating to the acquisition of Produpress as at 31 December 2024 is included.
The provisional fair value of acquired assets and liabilities of Produpress has been determined. This resulted in a \u20ac\u00a01.4 million provisional net fair value of the acquired assets and liabilities and \u20ac\u00a02.6 million recognized goodwill. The goodwill of \u20ac 2.6 million mainly relates to the assembled workforce and the expectation of future client relationships.
The fair value of financial assets includes receivables with a fair value of \u20ac 1.3 million with a contractual value of \u20ac 1.4 million. The best estimate at the acquisition date of the contractual cash flows not to be collected is \u20ac 0.1 million.\u00a0
Produpress contributed \u20ac 1.6 million to the group revenue in 2024. If the acquisition had been completed on the first day of the financial year, Group revenue would have been \u20ac 4.4 million higher in total.
Produpress contributed a profit of \u20ac 1.0 million to the Group's profit and loss. If the acquisition had been completed on the first day of the financial year, net profit for the year would have been \u20ac 0.6 million higher.
For details on acquisition of Eniro please refer to\u00a0Investment in Associates.
On 13 October 2023, Azerion Holding B.V. (\"Azerion\") acquired 100% of the share capital of Hawk SAS (\"Hawk\"). Founded in 2013, Hawk has operated as an independent Demand Side Platform (DSP) with a managed and a self-service offering. Hawk has omni-channel and multi-platform capabilities across mobile, desktop, audio, DOOH, CTV, in-game, and metaverse. Hawk is based in France where it is one of the main independent players, and it has operations in Germany and UK, employing around 92 people worldwide.\u00a0
The fair value of the purchase consideration for 100% of the share capital of Hawk was \u20ac 13.6 million, which comprised of a cash payment at closing of \u20ac 7.3 million and contingent consideration of \u20ac 6.3 million.
In the event that certain pre-determined, financial (sales and profitability) and non-financial targets are achieved additional contingent consideration of up to \u20ac 18.3 million may be payable in cash. Contingent consideration is payable at the end of each of the three Earn-Out Periods (30 July 2024, 30 July 2025 and 30 July 2026). The fair value of the contingent consideration of \u20ac 6.3 million was estimated by calculating the present value of the future expected cash flows. The estimates are based on a discount rate of 15.5% per annum.
The provisional fair value of acquired assets and liabilities of Hawk has been determined. This resulted in a \u20ac (4.5) million provisional net fair value of the acquired assets and liabilities and \u20ac 18.1 million recognised goodwill. The goodwill of \u20ac 18.1 million mainly relates to the assembled workforce and other intangibles such as Azerion specific future synergies.
The fair value of financial assets includes receivables with a fair value of \u20ac 15.8 million and a gross contractual value of \u20ac 17.5 million. The best estimate at the acquisition date of the contractual cash flows not to be collected is \u20ac 1.7 million.
Hawk contributed \u20ac 24.4 million to the group revenue in 2023. If the acquisition had been completed on the first day of the financial year, Group revenue would have been \u20ac 42.2 million higher in total.
Hawk contributed a profit of \u20ac 6.6 million to the group's net profit and loss. If the acquisition had been completed on the first day of the financial year, net profit for the year would be \u20ac (9.5) million lower.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-ae8f178c0349010d": { "value": "| \u00a0 | Right-of-Use Buildings | Right-of-Use Vehicles | Right-of-Use Office Equipment | Equipment | Renovations | Total |
|---|---|---|---|---|---|---|
| As at 1 January 2023 | ||||||
| Costs | 21.1 | 3.2 | 0.8 | 10.5 | 1.3 | 36.9 |
| Accumulated depreciation | (6.3) | (1.7) | (0.4) | (7.1) | (0.9) | (16.4) |
| Net book amount | 14.8 | 1.5 | 0.4 | 3.4 | 0.4 | 20.5 |
| Movements for the year ended 31 December 2023 | ||||||
| Acquisitions of subsidiaries and businesses | - | - | - | 0.1 | - | 0.1 |
| Capital expenditures / additions | 4.8 | 0.8 | - | 1.7 | - | 7.3 |
| Cancellations / disposals | (1.8) | (0.1) | (0.2) | (0.1) | - | (2.2) |
| Depreciation | (5.1) | (0.9) | (0.2) | (1.8) | (0.1) | (8.1) |
| Exchange rate differences | (0.3) | - | - | (0.1) | - | (0.4) |
| Reclassifications | (0.2) | - | - | - | - | (0.2) |
| As at 31 December 2023 | ||||||
| Costs | 20.8 | 3.0 | - | 11.7 | 1.2 | 36.7 |
| Accumulated depreciation | (8.6) | (1.7) | - | (8.5) | (0.9) | (19.7) |
| Net book amount | 12.2 | 1.3 | - | 3.2 | 0.3 | 17.0 |
| Movements for the year ended 31 December 2024 | ||||||
| Acquisitions of subsidiaries and businesses | 0.5 | 0.2 | 1.0 | 3.5 | 0.1 | 5.3 |
| Capital expenditures / additions | 8.4 | 1.4 | 0.1 | 1.0 | 0.1 | 11.0 |
| Cancellation / disposals | (0.6) | - | - | (0.1) | - | (0.7) |
| Depreciation | (6.4) | (0.9) | - | (1.6) | (0.1) | (9.0) |
| Exchange rate differences | 1.0 | - | - | - | - | 1.0 |
| Reclassifications and other | (0.2) | (0.2) | - | 0.2 | (0.1) | (0.3) |
| Balance as of 31 December 2024 | ||||||
| Costs | 27.2 | 3.1 | 1.1 | 17.0 | 1.0 | 49.4 |
| Accumulated depreciation | (12.3) | (1.3) | - | (10.8) | (0.7) | (25.1) |
| Net book amount | 14.9 | 1.8 | 1.1 | 6.2 | 0.3 | 24.3 |
| \u00a0 | Games, Software and Websites | Client Lists | Trademark, patents and brands | Other | Total |
|---|---|---|---|---|---|
| As at 1 January 2023 | |||||
| Cost | 177.7 | 68.9 | 13.4 | 7.3 | 267.3 |
| Accumulated amortisation and impairment | (68.0) | (7.4) | (4.6) | (1.1) | (81.1) |
| Net book amount | 109.7 | 61.5 | 8.8 | 6.2 | 186.2 |
| Movements for the year ended 31 December 2023 | |||||
| Capitalised internal development | 17.5 | - | - | - | 17.5 |
| Additions | 7.6 | - | - | 1.1 | 8.7 |
| Acquisitions of subsidiaries and businesses | 7.7 | 3.7 | 0.3 | - | 11.7 |
| Disposals | (8.5) | - | - | - | (8.5) |
| Amortisation | (28.8) | (6.5) | (2.4) | (0.6) | (38.3) |
| Exchange differences | (0.2) | (0.5) | (0.2) | - | (0.9) |
| Reclassification and other | 0.8 | - | - | (0.9) | (0.1) |
| As at 31 December 2023 | |||||
| Cost | 192.3 | 73.6 | 13.8 | 7.4 | 287.1 |
| Accumulated amortisation and impairment | (86.5) | (15.4) | (7.3) | (1.6) | (110.8) |
| Net book amount | 105.8 | 58.2 | 6.5 | 5.8 | 176.3 |
| Movements for the year ended 31 December 2024 | |||||
| Capitalised internal development | 16.2 | - | - | - | 16.2 |
| Additions | 6.4 | - | - | 1.3 | 7.7 |
| Acquisitions of subsidiaries and businesses | 0.2 | 4.0 | 0.9 | - | 5.1 |
| Disposals | (0.1) | - | - | (0.1) | (0.2) |
| Amortisation | (29.7) | (6.6) | (1.9) | (0.6) | (38.8) |
| Exchange differences | 0.3 | 0.7 | - | - | 1.0 |
| Reclassification and other | 1.2 | - | 0.1 | (1.6) | (0.3) |
| As at 31 December 2024 | |||||
| Cost | 208.0 | 78.3 | 14.8 | 7.3 | 308.4 |
| Accumulated amortisation and impairment | (107.7) | (22.0) | (9.2) | (2.5) | (141.4) |
| Net book amount | 100.3 | 56.3 | 5.6 | 4.8 | 167.0 |
Intangible assets mainly consist of games, software, websites, client lists and trademarks. As at 31 December 2024, intangible assets amounted to \u20ac 167.0 million (31 December 2023: \u20ac 176.3 million). The balance decreased by \u20ac 9.3 million, which is mainly due to \u20ac (38.8) million of amortisation\u00a0offset by \u20ac 7.7 million of additions, \u20ac 16.2 million of capitalized development cost and \u20ac 5.1 million increase related to acquisitions.
Capitalised development costs included in Games, Software and Websites represent payroll and other OPEX related internal development costs incurred. Any costs associated with research are expensed as they arise and only identifiable development costs are capitalised. The Group's total research and development costs in 2024 amounted to \u20ac 31.0 million (2023: \u20ac 34.8 million), out of which development costs of \u20ac 16.2 million (2023: \u20ac 17.5 million), were capitalised in intangible assets, while the rest was included in the statement of profit or loss and other comprehensive income. Net book value of internally generated intangible assets as at 31 December 2024 amounted to \u20ac 42.9 million (31 December 2023: \u20ac 42.0 million).
Other intangible asset mainly include products in development, licenses and IP rights, and revenue share agreement. The intangible assets included in the Other intangible assets class have finite useful lives.
For the estimated useful lives of intangible assets, please see respective section of Significant accounting policies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-d7ff18210349010d": { "value": "| \u00a0 | Games, Software and Websites | Client Lists | Trademark, patents and brands | Other | Total |
|---|---|---|---|---|---|
| As at 1 January 2023 | |||||
| Cost | 177.7 | 68.9 | 13.4 | 7.3 | 267.3 |
| Accumulated amortisation and impairment | (68.0) | (7.4) | (4.6) | (1.1) | (81.1) |
| Net book amount | 109.7 | 61.5 | 8.8 | 6.2 | 186.2 |
| Movements for the year ended 31 December 2023 | |||||
| Capitalised internal development | 17.5 | - | - | - | 17.5 |
| Additions | 7.6 | - | - | 1.1 | 8.7 |
| Acquisitions of subsidiaries and businesses | 7.7 | 3.7 | 0.3 | - | 11.7 |
| Disposals | (8.5) | - | - | - | (8.5) |
| Amortisation | (28.8) | (6.5) | (2.4) | (0.6) | (38.3) |
| Exchange differences | (0.2) | (0.5) | (0.2) | - | (0.9) |
| Reclassification and other | 0.8 | - | - | (0.9) | (0.1) |
| As at 31 December 2023 | |||||
| Cost | 192.3 | 73.6 | 13.8 | 7.4 | 287.1 |
| Accumulated amortisation and impairment | (86.5) | (15.4) | (7.3) | (1.6) | (110.8) |
| Net book amount | 105.8 | 58.2 | 6.5 | 5.8 | 176.3 |
| Movements for the year ended 31 December 2024 | |||||
| Capitalised internal development | 16.2 | - | - | - | 16.2 |
| Additions | 6.4 | - | - | 1.3 | 7.7 |
| Acquisitions of subsidiaries and businesses | 0.2 | 4.0 | 0.9 | - | 5.1 |
| Disposals | (0.1) | - | - | (0.1) | (0.2) |
| Amortisation | (29.7) | (6.6) | (1.9) | (0.6) | (38.8) |
| Exchange differences | 0.3 | 0.7 | - | - | 1.0 |
| Reclassification and other | 1.2 | - | 0.1 | (1.6) | (0.3) |
| As at 31 December 2024 | |||||
| Cost | 208.0 | 78.3 | 14.8 | 7.3 | 308.4 |
| Accumulated amortisation and impairment | (107.7) | (22.0) | (9.2) | (2.5) | (141.4) |
| Net book amount | 100.3 | 56.3 | 5.6 | 4.8 | 167.0 |
Intangible assets mainly consist of games, software, websites, client lists and trademarks. As at 31 December 2024, intangible assets amounted to \u20ac 167.0 million (31 December 2023: \u20ac 176.3 million). The balance decreased by \u20ac 9.3 million, which is mainly due to \u20ac (38.8) million of amortisation\u00a0offset by \u20ac 7.7 million of additions, \u20ac 16.2 million of capitalized development cost and \u20ac 5.1 million increase related to acquisitions.
Capitalised development costs included in Games, Software and Websites represent payroll and other OPEX related internal development costs incurred. Any costs associated with research are expensed as they arise and only identifiable development costs are capitalised. The Group's total research and development costs in 2024 amounted to \u20ac 31.0 million (2023: \u20ac 34.8 million), out of which development costs of \u20ac 16.2 million (2023: \u20ac 17.5 million), were capitalised in intangible assets, while the rest was included in the statement of profit or loss and other comprehensive income. Net book value of internally generated intangible assets as at 31 December 2024 amounted to \u20ac 42.9 million (31 December 2023: \u20ac 42.0 million).
Other intangible asset mainly include products in development, licenses and IP rights, and revenue share agreement. The intangible assets included in the Other intangible assets class have finite useful lives.
For the estimated useful lives of intangible assets, please see respective section of Significant accounting policies.
| \u00a0 | Goodwill |
|---|---|
| As at 1 January 2023 | |
| Cost | 184.2 |
| Movements for the year ended 31 December 2023 | |
| Acquisitions of subsidiaries and businesses | 19.0 |
| Disposals | (16.0) |
| Reclassification and other | (0.1) |
| As at 31 December 2023 | |
| Cost | 187.1 |
| Movements for the year ended 31 December 2024 | |
| Acquisitions of subsidiaries and businesses | 5.8 |
| Disposals | (0.1) |
| Exchange differences | (0.2) |
| As at 31 December 2024 | |
| Cost | 192.6 |
Goodwill as at 31 December 2024 amounted to \u20ac 192.6 million (2023: \u20ac 187.1 million), an increase of \u20ac 5.5 million compared to 31 December 2023. This was mainly due to new acquisitions in 2024 and update of provisional acquisition date balances for acquisitions of 2023, both in the Platform segment, with total amount of \u20ac 5.8 million (see Acquisitions).
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquisition are assigned to those CGUs or groups of CGUs. Goodwill is tested for impairment, annually or more frequently if there are indications that goodwill might be impaired.
The Group identifies two operating segments as its groups of CGUs to which goodwill has been allocated, Platform and Premium Games.
Our Platform segment includes digital advertising (together with casual game distribution) and AAA Game Distribution (formerly E-Commerce) which are fully integrated through our technology. It generates revenue mainly by displaying digital advertisements in both game and non-game content, as well as selling and distributing AAA games through our AAA Game Distribution channels. The Platform segment is also integrated with our Premium Games segment, leveraging inter-segment synergies. Our Premium Games segment includes social games and metaverse. The segment generates revenue mainly by offering users the ability to make in-game purchases for extra features and virtual goods to enhance their gameplay experience. The aim of this segment is to stimulate social interaction among players and build communities.
Within the Premium Games segment the social card games portfolio was disposed in 2023. Goodwill is required to be included in the carrying amount of the disposed operation when determining the gain and loss on disposal thereof. Goodwill associated with the social card games portfolio was measured on the basis of the relative fair values of the portfolio and the portion of the CGU retained as at the date of disposal.\u00a0 \u00a0
Goodwill at the end of the reporting period is allocated to the respective groups of CGUs as indicated below:
| \u00a0 | Platform | Premium Games | Total |
|---|---|---|---|
| Carrying value as at 31 December 2024 | 181.0 | 11.6 | 192.6 |
| Carrying value as at 31 December 2023 | 175.4 | 11.7 | 187.1 |
The impairment test is based on cash flow projections for five years. After the five-year plan period the terminal growth rate is applied.\u00a0Groups of CGUs are tested for impairment by comparing the carrying amount of each group of CGUs to its recoverable amount.
The recoverable amount of the Premium Games segment as a group of CGUs is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period. The key assumptions used by management in setting the financial forecasts for the initial five-year period were as follows:
A pre-tax discount rate used was 12.0% per annum (2023: 12.3% per annum) calculated by the weighted average cost of capital method as derived through the Capital Asset Pricing Model.
Revenue for the year was \u20ac 53.9 million, a decrease of (30.5)% compared to 2023, mainly due to sale of social card game portfolio. In the forecast, based upon experience, research, and industry reports, Azerion applied revenue growth rates of in the range from 4.2% to 5.3%.
Operating profits are forecast based on historical operating margins and future expectations. Azerion applied, based upon past experience, Adjusted EBITDA margins in the range between 23.7% and 26.4%.
Management forecasts cash flows based on historical experience and expected significant capital expenditures for the next five years. Cash flows beyond that five-year period have been extrapolated using a steady 2.0% (2023: 2.0%) per annum growth rate. This growth rate does not exceed the long-term average growth rate for the market.
The recoverable amount of the Platform segment as a group of CGUs is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period. The key assumptions used by management in setting the financial forecasts for the initial five-year period were as follows:
A pre-tax discount rate used was 13.2% per annum (2023: 15.6% per annum) calculated by the weighted average cost of capital method as derived through the Capital Asset Pricing Model.
Forecast sales growth rates are based on past experience adjusted for a continued strong growth rate as historically seen. Based on industry reports, for the years 2025-2029 the global market for digital advertising and marketing is expected to grow at a CAGR of 5.0% to 10.0%. Next to the indicated global market growth rate Azerion has applied, based upon past experience, a growth rate at the upper end of this range. Azerion\u2019s strategy is to further penetrate local markets and acquire more local direct advertiser spend.
Operating profits are forecast based on historical operating margins and future expectations. Adjusted EBITDA margin is expected to grow and be in the range of 12.6% to 16.6%. The improvement in Adjusted EBITDA margin is expected to be primarily driven by gross profit margin optimisation, cost efficiencies and overall benefits of scale as the Azerion platform grows.
Management forecasts cash flows based on historical experience and expected significant capital expenditures for the next five years. Cash flows beyond that five-year period have been extrapolated using a steady 2.0% (2023: 2.0%) per annum growth rate. This growth rate does not exceed the long-term average growth rate for the market.
The Group conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions (1.0% increase in WACC, 10.0% decrease in Adjusted EBITDA or 30.0% decrease in the sales growth rate) on which the recoverable amount of \u201cPremium Games\u201d and \u201cPlatform\u201d is based would not cause the carrying amount of each group of CGUs to exceed respective recoverable amounts.
Based on the impairment analysis no impairment was recognized as at 31 December 2024 or 31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-086a18f80349010d": { "value": "Capitalised development costs included in Games, Software and Websites represent payroll and other OPEX related internal development costs incurred. Any costs associated with research are expensed as they arise and only identifiable development costs are capitalised. The Group's total research and development costs in 2024 amounted to \u20ac 31.0 million (2023: \u20ac 34.8 million), out of which development costs of \u20ac 16.2 million (2023: \u20ac 17.5 million), were capitalised in intangible assets, while the rest was included in the statement of profit or loss and other comprehensive income. Net book value of internally generated intangible assets as at 31 December 2024 amounted to \u20ac 42.9 million (31 December 2023: \u20ac 42.0 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-578c109e0349010d": { "value": "| \u00a0 | Goodwill |
|---|---|
| As at 1 January 2023 | |
| Cost | 184.2 |
| Movements for the year ended 31 December 2023 | |
| Acquisitions of subsidiaries and businesses | 19.0 |
| Disposals | (16.0) |
| Reclassification and other | (0.1) |
| As at 31 December 2023 | |
| Cost | 187.1 |
| Movements for the year ended 31 December 2024 | |
| Acquisitions of subsidiaries and businesses | 5.8 |
| Disposals | (0.1) |
| Exchange differences | (0.2) |
| As at 31 December 2024 | |
| Cost | 192.6 |
Goodwill as at 31 December 2024 amounted to \u20ac 192.6 million (2023: \u20ac 187.1 million), an increase of \u20ac 5.5 million compared to 31 December 2023. This was mainly due to new acquisitions in 2024 and update of provisional acquisition date balances for acquisitions of 2023, both in the Platform segment, with total amount of \u20ac 5.8 million (see Acquisitions).
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquisition are assigned to those CGUs or groups of CGUs. Goodwill is tested for impairment, annually or more frequently if there are indications that goodwill might be impaired.
The Group identifies two operating segments as its groups of CGUs to which goodwill has been allocated, Platform and Premium Games.
Our Platform segment includes digital advertising (together with casual game distribution) and AAA Game Distribution (formerly E-Commerce) which are fully integrated through our technology. It generates revenue mainly by displaying digital advertisements in both game and non-game content, as well as selling and distributing AAA games through our AAA Game Distribution channels. The Platform segment is also integrated with our Premium Games segment, leveraging inter-segment synergies. Our Premium Games segment includes social games and metaverse. The segment generates revenue mainly by offering users the ability to make in-game purchases for extra features and virtual goods to enhance their gameplay experience. The aim of this segment is to stimulate social interaction among players and build communities.
Within the Premium Games segment the social card games portfolio was disposed in 2023. Goodwill is required to be included in the carrying amount of the disposed operation when determining the gain and loss on disposal thereof. Goodwill associated with the social card games portfolio was measured on the basis of the relative fair values of the portfolio and the portion of the CGU retained as at the date of disposal.\u00a0 \u00a0
Goodwill at the end of the reporting period is allocated to the respective groups of CGUs as indicated below:
| \u00a0 | Platform | Premium Games | Total |
|---|---|---|---|
| Carrying value as at 31 December 2024 | 181.0 | 11.6 | 192.6 |
| Carrying value as at 31 December 2023 | 175.4 | 11.7 | 187.1 |
The impairment test is based on cash flow projections for five years. After the five-year plan period the terminal growth rate is applied.\u00a0Groups of CGUs are tested for impairment by comparing the carrying amount of each group of CGUs to its recoverable amount.
The recoverable amount of the Premium Games segment as a group of CGUs is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period. The key assumptions used by management in setting the financial forecasts for the initial five-year period were as follows:
A pre-tax discount rate used was 12.0% per annum (2023: 12.3% per annum) calculated by the weighted average cost of capital method as derived through the Capital Asset Pricing Model.
Revenue for the year was \u20ac 53.9 million, a decrease of (30.5)% compared to 2023, mainly due to sale of social card game portfolio. In the forecast, based upon experience, research, and industry reports, Azerion applied revenue growth rates of in the range from 4.2% to 5.3%.
Operating profits are forecast based on historical operating margins and future expectations. Azerion applied, based upon past experience, Adjusted EBITDA margins in the range between 23.7% and 26.4%.
Management forecasts cash flows based on historical experience and expected significant capital expenditures for the next five years. Cash flows beyond that five-year period have been extrapolated using a steady 2.0% (2023: 2.0%) per annum growth rate. This growth rate does not exceed the long-term average growth rate for the market.
The recoverable amount of the Platform segment as a group of CGUs is determined based on a value in use calculation which uses cash flow projections based on financial forecasts approved by the directors covering a five-year period. The key assumptions used by management in setting the financial forecasts for the initial five-year period were as follows:
A pre-tax discount rate used was 13.2% per annum (2023: 15.6% per annum) calculated by the weighted average cost of capital method as derived through the Capital Asset Pricing Model.
Forecast sales growth rates are based on past experience adjusted for a continued strong growth rate as historically seen. Based on industry reports, for the years 2025-2029 the global market for digital advertising and marketing is expected to grow at a CAGR of 5.0% to 10.0%. Next to the indicated global market growth rate Azerion has applied, based upon past experience, a growth rate at the upper end of this range. Azerion\u2019s strategy is to further penetrate local markets and acquire more local direct advertiser spend.
Operating profits are forecast based on historical operating margins and future expectations. Adjusted EBITDA margin is expected to grow and be in the range of 12.6% to 16.6%. The improvement in Adjusted EBITDA margin is expected to be primarily driven by gross profit margin optimisation, cost efficiencies and overall benefits of scale as the Azerion platform grows.
Management forecasts cash flows based on historical experience and expected significant capital expenditures for the next five years. Cash flows beyond that five-year period have been extrapolated using a steady 2.0% (2023: 2.0%) per annum growth rate. This growth rate does not exceed the long-term average growth rate for the market.
The Group conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions (1.0% increase in WACC, 10.0% decrease in Adjusted EBITDA or 30.0% decrease in the sales growth rate) on which the recoverable amount of \u201cPremium Games\u201d and \u201cPlatform\u201d is based would not cause the carrying amount of each group of CGUs to exceed respective recoverable amounts.
Based on the impairment analysis no impairment was recognized as at 31 December 2024 or 31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3ed01da20349010d": { "value": "| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Eniro Group AB | 12.7 | - |
| Other | 0.1 | 0.1 |
| Total investments in associates | 12.8 | 0.1 |
On 26 April 2024, Azerion announced acquisition of 26.1% of the share capital of Eniro Group AB (''Eniro''). The transaction closing date was 15 May 2024, which was assessed to be the acquisition date. Founded in 2000, Eniro operates as a marketing-as-a-service company providing essential digital marketing services tailored to micro, small, and medium-sized businesses across Sweden, Norway, Denmark, and Finland. The company is listed on the Stockholm Stock Exchange (STO: ENRO) and has their headquarters in Solna, Sweden.
The strategic investment is another important step in executing Azerion\u2019s strategy to build one of Europe\u2019s largest digital advertising platforms, integrating networks of digital audiences, publishing and advertising technology. This partnership, that includes cloud services and technology outsourcing as well as display advertising and monetization, aims to further accelerate Eniro's ongoing digital transformation, improve profitability, and ensure future growth. The initiatives are expected to result in mutually beneficial economies of scale.
The fair value of the purchase consideration for 26.1% of the share capital of Eniro was \u20ac 13.0 million, which comprised of a cash payment at closing of \u20ac 6.5 million (SEK 73.5 million), equity of \u20ac 3.0 million issued and classified in share premium and deferred consideration of \u20ac 3.5 million (SEK 40.0 million). The deferred consideration was fully paid in Q4 2024.
Based on the share purchase agreement, Azerion provided 1,799,017 shares at the share price of \u20ac 1.67 with a fair value of \u20ac 3.0 million. The issued shares are classified in equity, as increase of share capital and share premium, as of 31 December 2024.
Investment in Eniro is treated as investment in associate under IAS 28 Investment in associates and joint ventures and is accounted for using the equity method. There were the following movements on the investment in 2024 since the acquisition:
| 2024 | |
|---|---|
| Investment as per 15 May 2024 | 13.0 |
| Received dividend | (0.5) |
| Share in profit of Eniro | 0.9 |
| Elimination of downstream transaction | (0.6) |
| Exchange differences | (0.1) |
| Carrying amount | 12.7 |
After the acquisition, in May 2024, Azerion and Eniro entered into an agreement for the implementation of a cloud solution with total amount of \u20ac 3.0 million that was included as revenue in Azerion's profit or loss, while Eniro capitalized the amount in their books as intangible asset which is being amortized over 36 months. Elimination of this downstream transaction with amount of \u20ac (0.6) was booked in 2024 against the carrying amount of Azerion's investment in Eniro.
| 31 December 20241 | |
|---|---|
| Total current assets | 28.0 |
| Total non-current assets | 40.8 |
| Total current liabilities | 30.9 |
| Total non-current liabilities | 27.2 |
| Net assets | 10.7 |
| Revenue | 82.9 |
| Profit or loss from continuing operations | 5.3 |
| Other comprehensive loss | (2.2) |
| Total comprehensive income | 3.1 |
| Group's share in % | 26.1% |
| Group's share of Eniro's net assets | 2.8 |
| Goodwill | 9.9 |
| Carrying amount | 12.7 |
The market value as per 31 December 2024 of the 26.1% share in Eniro amounts to \u20ac 7.4 million. Azerion holds 190 million shares at a market value per share at 31 December 2024 of SEK 0.447.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-92461b320349010d": { "value": "| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Eniro Group AB | 12.7 | - |
| Other | 0.1 | 0.1 |
| Total investments in associates | 12.8 | 0.1 |
On 26 April 2024, Azerion announced acquisition of 26.1% of the share capital of Eniro Group AB (''Eniro''). The transaction closing date was 15 May 2024, which was assessed to be the acquisition date. Founded in 2000, Eniro operates as a marketing-as-a-service company providing essential digital marketing services tailored to micro, small, and medium-sized businesses across Sweden, Norway, Denmark, and Finland. The company is listed on the Stockholm Stock Exchange (STO: ENRO) and has their headquarters in Solna, Sweden.
The strategic investment is another important step in executing Azerion\u2019s strategy to build one of Europe\u2019s largest digital advertising platforms, integrating networks of digital audiences, publishing and advertising technology. This partnership, that includes cloud services and technology outsourcing as well as display advertising and monetization, aims to further accelerate Eniro's ongoing digital transformation, improve profitability, and ensure future growth. The initiatives are expected to result in mutually beneficial economies of scale.
The fair value of the purchase consideration for 26.1% of the share capital of Eniro was \u20ac 13.0 million, which comprised of a cash payment at closing of \u20ac 6.5 million (SEK 73.5 million), equity of \u20ac 3.0 million issued and classified in share premium and deferred consideration of \u20ac 3.5 million (SEK 40.0 million). The deferred consideration was fully paid in Q4 2024.
Based on the share purchase agreement, Azerion provided 1,799,017 shares at the share price of \u20ac 1.67 with a fair value of \u20ac 3.0 million. The issued shares are classified in equity, as increase of share capital and share premium, as of 31 December 2024.
Investment in Eniro is treated as investment in associate under IAS 28 Investment in associates and joint ventures and is accounted for using the equity method. There were the following movements on the investment in 2024 since the acquisition:
| 2024 | |
|---|---|
| Investment as per 15 May 2024 | 13.0 |
| Received dividend | (0.5) |
| Share in profit of Eniro | 0.9 |
| Elimination of downstream transaction | (0.6) |
| Exchange differences | (0.1) |
| Carrying amount | 12.7 |
After the acquisition, in May 2024, Azerion and Eniro entered into an agreement for the implementation of a cloud solution with total amount of \u20ac 3.0 million that was included as revenue in Azerion's profit or loss, while Eniro capitalized the amount in their books as intangible asset which is being amortized over 36 months. Elimination of this downstream transaction with amount of \u20ac (0.6) was booked in 2024 against the carrying amount of Azerion's investment in Eniro.
| 31 December 20241 | |
|---|---|
| Total current assets | 28.0 |
| Total non-current assets | 40.8 |
| Total current liabilities | 30.9 |
| Total non-current liabilities | 27.2 |
| Net assets | 10.7 |
| Revenue | 82.9 |
| Profit or loss from continuing operations | 5.3 |
| Other comprehensive loss | (2.2) |
| Total comprehensive income | 3.1 |
| Group's share in % | 26.1% |
| Group's share of Eniro's net assets | 2.8 |
| Goodwill | 9.9 |
| Carrying amount | 12.7 |
The market value as per 31 December 2024 of the 26.1% share in Eniro amounts to \u20ac 7.4 million. Azerion holds 190 million shares at a market value per share at 31 December 2024 of SEK 0.447.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-35e50fba0349010d": { "value": "The carrying amount of right-of-use assets related to leased buildings, leased vehicles and leased equipment are included in property, plant and equipment (see Property, plant and equipment).
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (\u201cIBR\u201d) to measure the present value of future lease payments. The IBR is determined as the sum of a reference rate, credit risk premium and country risk premium. The calculation of IBR considers the currency of the lease contract, the lease term, the region of the lessee and the credit rating of the lessee. A single IBR is applied to a portfolio of leases, which are similar in nature and in lease term within a region. The weighted average IBR applied in 2024 to lease liabilities was 8.1% (2023: 8.4%).
The carrying amount of lease liabilities and the related movements during the period are as follows:
| 2024 | 2023 | |
|---|---|---|
| As at 1 January | 14.3 | 19.2 |
| Acquisition of subsidiaries and businesses | 1.7 | - |
| Additions | 9.3 | 5.4 |
| Repayments of the principal amount | (7.7) | (6.8) |
| Accrued interest | 1.7 | 1.4 |
| Interest paid | (1.7) | (1.4) |
| Cancellation | (0.6) | (1.6) |
| Settlement related to early cancellation | - | (1.5) |
| Gain on early cancellation (non-cash) | - | (0.3) |
| Exchange differences | 0.1 | (0.3) |
| Reassessments and modifications | 2.3 | 0.2 |
| As at 31 December\u00a0 | 19.4 | 14.3 |
| Non current liabilities | 12.7 | 10.1 |
| Current liabilities | 6.7 | 4.2 |
The Lease Liabilities on 31 December 2024 amount to \u20ac 19.4 million (2023: \u20ac 14.3 million). The balance increased by \u20ac 5.1 million, mainly due to \u20ac 9.3 million of additions offset by \u20ac (7.7) million of principal repayments and \u20ac (0.6) of cancellations.
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be paid after the reporting date:
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Less than 1 year | 7.9 | 5.3 |
| 1 to 2 years | 5.0 | 4.3 |
| 2 to 3 years | 3.7 | 2.6 |
| 3 to 4 years | 2.4 | 1.8 |
| 4 to 5 years | 1.7 | 1.3 |
| More than 5 years | 1.4 | 2.7 |
| Total undiscounted lease liability | 22.1 | 18.0 |
| Unpaid finance expense | (2.7) | (3.7) |
| Total lease liability | 19.4 | 14.3 |
The Group holds the following financial assets:
| Rent deposits and other receivables | Loans to related parties | Call Option | Total | |
|---|---|---|---|---|
| As at 1 January 2023 | 2.1 | 34.7 | - | 36.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 3.3 | - | - | 3.3 |
| Reclassification of deposits to cash and cash equivalents | (0.2) | - | - | (0.2) |
| Accrued interests | - | 1.3 | - | 1.3 |
| Modification of the loan to Principion | - | (4.3) | - | (4.3) |
| Recognition of the call option | - | (7.8) | 7.8 | - |
| Fair value adjustment on Call Option | - | - | (1.0) | (1.0) |
| Set-offs | - | (5.3) | - | (5.3) |
| Others | (0.1) | (0.1) | - | (0.2) |
| As at 31 December 2023 | 5.5 | 18.5 | 6.8 | 30.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 1.2 | - | - | 1.2 |
| Decrease | (0.9) | - | - | (0.9) |
| Fair value changes | (1.3) | - | (2.1) | (3.4) |
| Accrued interests | - | 0.2 | - | 0.2 |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) |
| Others | (0.1) | - | - | (0.1) |
| As at 31 December 2024 | 4.8 | - | - | 4.8 |
On 17 March 2020, the Group entered into a loan agreement with its shareholder Principion Holding B.V., lending the shareholder a total principal amount of \u20ac 24.6 million at 1.0% interest rate, which subsequently increased to 4.0%.\u00a0 The loan was classified as subsequently measured at amortized cost.
At the same time, the Group had subordinated loans payable to Principion Holding B.V. classified as equity instruments in the Group's statement of financial position as at 31 December 2022. The loans included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of Azerion Group N.V. The decision to redeem the loans in equity or cash was with Azerion Group N.V.\u00a0 The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023.
On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which:
In 2024 the total balance of the Loan to shareholder and the Call option was reclassified from Non-current financial assets to Other receivables as the maturity date was 31 March 2025 (see Trade and other receivables). However, the parties since then agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
Loss of \u20ac 6.8 million\u00a0on remeasurement of the Call option fair value in 2024 was recorded in Net finance costs (2023: \u20ac 1.0 million). \u20ac 2.1 million out of the total amount was recorded as part of the Non-current financial assets movement and the rest in Trade and other receivables. For assumptions used in the measurement of the fair value of the Call option please refer to\u00a0Fair value measurement. \u00a0
The balance of rent deposits and other receivables as at 31 December 2024 in the amount of \u20ac 4.8 million (2023: \u20ac 5.5 million), is mainly comprised of:
The Group holds the following financial assets:
| Rent deposits and other receivables | Loans to related parties | Call Option | Total | |
|---|---|---|---|---|
| As at 1 January 2023 | 2.1 | 34.7 | - | 36.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 3.3 | - | - | 3.3 |
| Reclassification of deposits to cash and cash equivalents | (0.2) | - | - | (0.2) |
| Accrued interests | - | 1.3 | - | 1.3 |
| Modification of the loan to Principion | - | (4.3) | - | (4.3) |
| Recognition of the call option | - | (7.8) | 7.8 | - |
| Fair value adjustment on Call Option | - | - | (1.0) | (1.0) |
| Set-offs | - | (5.3) | - | (5.3) |
| Others | (0.1) | (0.1) | - | (0.2) |
| As at 31 December 2023 | 5.5 | 18.5 | 6.8 | 30.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 1.2 | - | - | 1.2 |
| Decrease | (0.9) | - | - | (0.9) |
| Fair value changes | (1.3) | - | (2.1) | (3.4) |
| Accrued interests | - | 0.2 | - | 0.2 |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) |
| Others | (0.1) | - | - | (0.1) |
| As at 31 December 2024 | 4.8 | - | - | 4.8 |
On 17 March 2020, the Group entered into a loan agreement with its shareholder Principion Holding B.V., lending the shareholder a total principal amount of \u20ac 24.6 million at 1.0% interest rate, which subsequently increased to 4.0%.\u00a0 The loan was classified as subsequently measured at amortized cost.
At the same time, the Group had subordinated loans payable to Principion Holding B.V. classified as equity instruments in the Group's statement of financial position as at 31 December 2022. The loans included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of Azerion Group N.V. The decision to redeem the loans in equity or cash was with Azerion Group N.V.\u00a0 The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023.
On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which:
In 2024 the total balance of the Loan to shareholder and the Call option was reclassified from Non-current financial assets to Other receivables as the maturity date was 31 March 2025 (see Trade and other receivables). However, the parties since then agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
| Senior secured bonds | Debt to credit institutions | Other | Total | |
|---|---|---|---|---|
| Balance as of 1 January 2023 | 199.8 | 9.5 | 0.1 | 209.4 |
| Acquisitions of subsidiaries and businesses | - | 1.8 | - | 1.8 |
| Additions | 162.5 | - | 0.3 | 162.8 |
| Principal repayments / disposals | (200.0) | (4.4) | (0.1) | (204.5) |
| Loss on derecognition | 1.1 | - | - | 1.1 |
| Capitalized transaction cost | (3.5) | - | - | (3.5) |
| Interest accrued | 17.9 | - | - | 17.9 |
| Interest paid | (14.1) | - | (0.1) | (14.2) |
| Exchange differences | - | - | - | - |
| Other movements | 0.1 | (0.4) | (0.2) | (0.5) |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Additions | 96.6 | 9.7 | - | 106.3 |
| Principal repayments / disposals | - | (3.4) | - | (3.4) |
| Loss on derecognition | - | - | - | - |
| Capitalised transaction cost | (2.2) | - | - | (2.2) |
| Interest accrued | 21.2 | 0.5 | - | 21.7 |
| Interest paid | (18.1) | (0.4) | - | (18.5) |
| Exchange differences | - | - | - | - |
| Other | - | - | - | - |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| of which (duration) | ||||
| < 1 year | 4.5 | 3.9 | - | 8.4 |
| \u2265 1 year \u2264 5 years | 159.3 | 2.6 | - | 161.9 |
| > 5 years | - | - | - | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| of which (duration) | ||||
| < 1 year | 6.6 | 11.6 | - | 18.2 |
| \u2265 1 year \u2264 5 years | 254.7 | 1.3 | - | 256.0 |
| > 5 years | - | - | - | - |
On 8 April 2021, the Group issued senior secured callable fixed rate bonds with ISIN SE0015837794 for a total of \u20ac 200.0 million (the \u201cOld Bonds\u201d), within a total framework amount of \u20ac 300.0 million. The maturity date of the Old Bonds was 28 April 2024.
On 31 October 2023, the Group successfully completed the refinancing of above-mentioned bonds. Following a book-building process, the Group successfully placed \u20ac 165.0 million of senior secured callable floating rate bonds under a framework of \u20ac 300.0 million to qualified institutional investors internationally (the \u201cNew Bonds\u201d). The New Bonds have a 3-year tenor, carry a floating rate coupon of 3 months EURIBOR plus 6.75 per cent per annum and were issued at 98.5 per cent of par. The Group applied for listing of the New Bonds with ISIN NO0013017657 on the Corporate Bond List of Nasdaq Stockholm, with the Bonds being admitted to trading on 13 December 2023.\u00a0
Since the New Bonds were issued at terms that are sufficiently different to that of the Old Bonds, the transaction was treated as an extinguishment of the original financial liability and the recognition of a new financial liability. There was a \u20ac 1.1 million loss on derecognition related to remaining unamortized portion of transaction costs on the Old Bonds, included in Finance costs (see Net finance costs).
At initial recognition, the New Bonds were measured at fair value minus directly attributable transaction costs of\u00a0\u20ac\u00a0(3.5)\u00a0million. Subsequently, the New Bonds are measured at amortised cost using the effective interest method, no separation required for embedded derivatives as they are closely related to the host contract.\u00a0The embedded call option grants the Group the right to redeem all, but not only some, of the outstanding New Bonds in full in accordance with specific terms disclosed in the terms and conditions of the New Bonds.
In 2024, the Group placed additional bonds under the same senior secured callable floating rate bonds framework. In July 2024 an additional \u20ac 50 million was issued at 100.75% of par and in December 2024 \u20ac 50 million was issued at 100% of par. \u20ac 3.6 million from the latter issue was acquired by Azerion itself, for purpose of re-selling them on the market, and is not included as a liability on the Group's statement of financial position. At initial recognition, these additional issues were measured at fair value minus directly attributable transaction costs of \u20ac (2.2) million. Subsequently, the New Bonds are measured at amortized cost using the effective interest method.
The security for the bonds is a share pledge in respect of all shares in the group company Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and a pledge over material intra-group loans, as defined in the Terms and Conditions for the New Bonds.
In addition, the following group companies have entered into the Guarantee Agreement to guarantee the performance of obligations of the Issuer: Azerion Technology B.V., a limited liability company incorporated in the Netherlands, Whow Games GmbH, a limited liability company incorporated in Germany, Genba Digital Limited, a limited liability company incorporated in England and Wales, Keygames Network B.V., a limited liability company incorporated in the Netherlands, Voidu B.V., a limited liability company incorporated in the Netherlands, Delta Projects AS, a limited liability company incorporated in Norway, Azerion AG, a limited liability company incorporated in Germany, Azerion UK Limited, a limited liability company incorporated in England and Wales, Azerion Nederland B.V., a limited liability company incorporated in the Netherlands, Azerion US Inc., a limited liability company incorporated in the United States, Azerion Sverige AB, a limited liability company incorporated in Sweden, Azerion Platform FR SAS, a limited liability company incorporated in France, Sublime Skinz Labs SAS, a limited liability company incorporated in France, Vlyby Digital GmbH, a limited liability company incorporated in Germany, Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and Hawk France SAS, a limited liability company incorporated in France.
Included in this balance as of 31 December 2024 are a super senior revolving credit facility with Citibank of \u20ac 9.6 million (2023: nil), recourse factoring agreements amounting to \u20ac 0.3 million (2023: \u20ac 1.1 million) and other debt to credit institutions amounting to \u20ac 3.0 million (2023: \u20ac 5.4 million).\u00a0
In 2024 Azerion entered into a a Super Senior Working Capital Facility Agreement with Citibank, under which the Group was granted a \u20ac 15 million super senior revolving credit facility. This facility is contemplated by and permitted under the terms and conditions of the of \u20ac 300 million senior secured floating rate bonds framework. The facility is carried at amortized cost and has a base rate of 3 months EURIBOR plus a margin of 6.75% per annum. Funds drawn under the Super Senior Working Capital Facility may be used by the Group for general corporate purposes including working capital and acquisitions. The commercial conditions of the Super Senior Working Capital Facility are in line with market practice.
The trade receivables used as security by third parties as part of recourse factoring are maintained within the Group\u2019s assets as the risks and benefits associated with them are not transferred to such third parties. The factoring companies in particular do not accept the credit risks. The credit risk is the risk of non-recovery of trade receivables. Under contracts signed with the Group\u2019s entities, the credit risk remains within the Group.
Next to the recourse factoring agreements, Azerion acquired entities that had governmental aided loans. The total amount for the 13 governmental aided loans ending 2024 was \u20ac 2.9 million (2023: \u20ac 5.1 million). The interest rates range from 0.3% to 4.7% and the maturity dates are between 2025 and 2029. The total amount for other commercial loans ending 2024 was \u20ac 0.1 million (2023: \u20ac 0.3 million). Refer to the table below for further details.
| Issue Currency | Principal Amount entered | Date entered1 | Non-current | Current | Effective interest rate | Year of Maturity | |
|---|---|---|---|---|---|---|---|
| In millions of issued currency | In millions of \u20ac | ||||||
| Senior Secured Callable Bonds (Initial Issue) | EUR | 165.0 | October 31, 2023 | 160.2 | 4.1 | 11.4% | 2026 |
| Senior Secured Callable Bonds (Tap I) | EUR | 50.0 | July 05, 2024 | 49.2 | 1.1 | 10.6% | 2026 |
| Senior Secured Callable Bonds (Tap II) | EUR | 46.4 | December 16, 2024 | 45.5 | 1.2 | 11.9% | 2026 |
| BNP Paribas (Government aided) | EUR | 0.4 | June 19, 2020 | - | 0.1 | 0.7% | 2025 |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | 0.2 | 0.1 | 0.3% | 2027 |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | 0.1 | 0.1 | 1.4% | 2026 |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | 0.1 | 0.1 | 2.3% | 2027 |
| Bankinter (Government aided) | EUR | 0.4 | April 3, 2020 | - | 0.1 | 3.8% | 2025 |
| Caixa (Government aided) | EUR | 0.5 | February 6, 2022 | - | 0.1 | 4.7% | 2025 |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | - | 2.0% | 2029 |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | 0.1 | 0.2 | 0.3% | 2026 |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | 0.1 | 0.2 | 0.7% | 2026 |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | 0.1 | 0.2 | 3.2% | 2026 |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | 0.1 | 0.3 | 0.8% | 2026 |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | 0.1 | 0.3 | 0.6% | 2026 |
| Credit du Nord (Government aided) | EUR | 0.3 | July 9, 2021 | - | 0.1 | 1.4% | 2026 |
| Citi RFC | EUR | 9.5 | April 9, 2024 | - | 9.6 | 7.6% | 2025 |
| Factoring Contracts | EUR | - | - | 0.3 | |||
| Total | 256.0 | 18.2 |
As at 31 December 2024, the Group is in compliance with all the relevant covenants in relation to its borrowings.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDebtSecuritiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-712921790349010d": { "value": "The Group holds the following financial assets:
| Rent deposits and other receivables | Loans to related parties | Call Option | Total | |
|---|---|---|---|---|
| As at 1 January 2023 | 2.1 | 34.7 | - | 36.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 3.3 | - | - | 3.3 |
| Reclassification of deposits to cash and cash equivalents | (0.2) | - | - | (0.2) |
| Accrued interests | - | 1.3 | - | 1.3 |
| Modification of the loan to Principion | - | (4.3) | - | (4.3) |
| Recognition of the call option | - | (7.8) | 7.8 | - |
| Fair value adjustment on Call Option | - | - | (1.0) | (1.0) |
| Set-offs | - | (5.3) | - | (5.3) |
| Others | (0.1) | (0.1) | - | (0.2) |
| As at 31 December 2023 | 5.5 | 18.5 | 6.8 | 30.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 1.2 | - | - | 1.2 |
| Decrease | (0.9) | - | - | (0.9) |
| Fair value changes | (1.3) | - | (2.1) | (3.4) |
| Accrued interests | - | 0.2 | - | 0.2 |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) |
| Others | (0.1) | - | - | (0.1) |
| As at 31 December 2024 | 4.8 | - | - | 4.8 |
On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which:
In 2024 the total balance of the Loan to shareholder and the Call option was reclassified from Non-current financial assets to Other receivables as the maturity date was 31 March 2025 (see Trade and other receivables). However, the parties since then agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
Loss of \u20ac 6.8 million\u00a0on remeasurement of the Call option fair value in 2024 was recorded in Net finance costs (2023: \u20ac 1.0 million). \u20ac 2.1 million out of the total amount was recorded as part of the Non-current financial assets movement and the rest in Trade and other receivables. For assumptions used in the measurement of the fair value of the Call option please refer to\u00a0Fair value measurement. \u00a0
As at 1 January 2023, Azerion had 628,974 unconditional Call Options (convertible into Ordinary Shares) and 110,996 Call Options which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. The instruments are measured at their grant date fair value of \u20ac 1.94, which represents the fair value of the original Options to acquire Special Shares, determined using a valuation technique that factors in effect of market conditions (specifically Black Scholes option pricing model), since no market price was readily available.
On 26 January 2023 and 31 August 2023, 628,974 unconditional Davey Call Options were exercised fully. The fair value at grant date equaled \u20ac 1.94.
No options were exercised during the year 2024. As a result, as per 31 December 2024 the number of remaining Davey Call Options amounts to 110,996.\u00a0
As a result of the De-SPAC Transaction, and on exactly the same terms as the Davey Call Option, the HTP Sponsor received 145,634 unconditional call options and 25,700 conditional call options which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. The unconditional and conditional call options were measured at their grant date fair values of \u20ac 9.54 and \u20ac 6.42 respectively. After the exercise of the unconditional part in the first half of 2022, only the conditional Call Options remain as at 31 December 2023 and 31 December 2024 (25,700 options in amount of \u20ac 0.2 million). There has been no movement on HTP Call Option in 2024.
On completion of the De-SPAC Transaction, Azerion Group N.V. issued 17,992,773 Azerion Founder Warrants to the founders of Azerion. Management considered the characteristics of the award of these instruments and concluded that the instruments are in the scope of IFRS 2 as equity-settled share-based payments. The Azerion Founder Warrants can be exercised during the exercise period, which ends at the close of trading on Euronext Amsterdam on the first Business Day after the fifth anniversary of the Completion Date. During the exercise period each Azerion Founder Warrant entitles the holder to subscribe for one Ordinary Share for the exercise price of \u20ac11.50. The Azerion Founder Warrants can only be exercised on a cashless basis. For the assessment of the grant date fair value of the Azerion Founder Warrants Management considered that, after the closing of the De-SPAC Transaction, the terms and conditions of the Azerion Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants of \u20ac 0.55 without any amendment (a Level 2 valuation methodology). There has been no movement on the Azerion Founder Warrants in 2023 or 2024.
| \u00a0 | Share-based payment reserve |
|---|---|
| Balance as of 1 January 2023 | 13.7 |
| Share based payments expense - Executive Annual Incentive Plan | 0.5 |
| Share based payments expense - Other | 0.2 |
| Exercise of Executive Annual Incentive Plan | (0.3) |
| Exercise of Davey Call Option | (1.2) |
| Other movements | (0.2) |
| Balance as of 31 December 2023 | 12.7 |
| Share based payments expense | 0.3 |
| Vesting of share based payment | (0.4) |
| Balance as of 31 December 2024 | 12.6 |
As at 31 December 2024 balance of share-based payments reserve amounts to \u20ac 12.6 million (2023: \u20ac 12.7 million). The movements in the share-based payments reserve are as follows:
| Share based payments | Other equity instruments | Trade and other receivables | Other liabilities | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Employee Awards | Conditional Special Shares | Davey Call Options | HTP Call Options | Azerion Founder Warrants | Total | Investor SARs / shares | Acquisition SARs | Acquisition SARs | |
| Balance as of 1 January 2023 | - | 2.2 | 1.4 | 0.2 | 9.9 | 13.7 | 8.3 | (0.9) | 2.2 |
| Amounts through P&L | |||||||||
| Amounts through P&L | 0.7 | - | - | - | - | 0.7 | - | (0.7) | 0.7 |
| Exercised through: | |||||||||
| - Share capital | - | - | - | - | - | - | - | - | - |
| - Share premium | (0.5) | - | (1.2) | - | - | (1.7) | (8.3) | - | - |
| - Cash | - | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | 0.8 | (2.1) |
| Total | (0.5) | - | (1.2) | - | - | (1.7) | (8.3) | 0.8 | (2.1) |
| Balance as of 31 December 2023 | 0.2 | 2.2 | 0.2 | 0.2 | 9.9 | 12.7 | - | (0.8) | 0.8 |
| Amounts through P&L\u00a0 | |||||||||
| Amounts through P&L | 0.3 | - | - | - | - | 0.3 | - | - | - |
| Exercised through: | |||||||||
| - Share capital | - | - | - | - | - | - | - | - | - |
| - Share premium | (0.4) | - | - | - | - | (0.4) | - | - | - |
| - Cash | - | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | 0.8 | (0.8) |
| Total | (0.4) | - | - | - | - | (0.4) | - | 0.8 | (0.8) |
| Balance as of 31 December 2024 | 0.1 | 2.2 | 0.2 | 0.2 | 9.9 | 12.6 | - | - | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Number of instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as per 1 January 2023 | - | 1,152,886 | 739,970 | 25,700 | 17,992,773 | ||||
| Exercise Davey call options | - | - | (628,974) | - | - | ||||
| Balance as of 31 December 2023 | - | 1,152,886 | 110,996 | 25,700 | 17,992,773 | ||||
| Other movements | - | - | - | - | - | ||||
| Balance as of 31 December 2024 | - | 1,152,886 | 110,996 | 25,700 | 17,992,773 | ||||
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Prices of the instruments | - | ||||||||
| Balance as of 1 January 2023 | 1.95 | 1.94 | 6.42 | 0.55 | |||||
| Exercise Davey Call option | - | 1.94 | - | - | |||||
| Balance as of 31 December 2023 | 1.95 | 1.94 | 6.42 | 0.55 | |||||
| Other movements | - | - | - | - | |||||
| Balance as of 31 December 2024 | 1.95 | 1.94 | 6.42 | 0.55 |
The Group holds the following financial assets:
| Rent deposits and other receivables | Loans to related parties | Call Option | Total | |
|---|---|---|---|---|
| As at 1 January 2023 | 2.1 | 34.7 | - | 36.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 3.3 | - | - | 3.3 |
| Reclassification of deposits to cash and cash equivalents | (0.2) | - | - | (0.2) |
| Accrued interests | - | 1.3 | - | 1.3 |
| Modification of the loan to Principion | - | (4.3) | - | (4.3) |
| Recognition of the call option | - | (7.8) | 7.8 | - |
| Fair value adjustment on Call Option | - | - | (1.0) | (1.0) |
| Set-offs | - | (5.3) | - | (5.3) |
| Others | (0.1) | (0.1) | - | (0.2) |
| As at 31 December 2023 | 5.5 | 18.5 | 6.8 | 30.8 |
| Acquisitions of subsidiaries and businesses | 0.4 | - | - | 0.4 |
| Additions | 1.2 | - | - | 1.2 |
| Decrease | (0.9) | - | - | (0.9) |
| Fair value changes | (1.3) | - | (2.1) | (3.4) |
| Accrued interests | - | 0.2 | - | 0.2 |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) |
| Others | (0.1) | - | - | (0.1) |
| As at 31 December 2024 | 4.8 | - | - | 4.8 |
On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which:
In 2024 the total balance of the Loan to shareholder and the Call option was reclassified from Non-current financial assets to Other receivables as the maturity date was 31 March 2025 (see Trade and other receivables). However, the parties since then agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
Loss of \u20ac 6.8 million\u00a0on remeasurement of the Call option fair value in 2024 was recorded in Net finance costs (2023: \u20ac 1.0 million). \u20ac 2.1 million out of the total amount was recorded as part of the Non-current financial assets movement and the rest in Trade and other receivables. For assumptions used in the measurement of the fair value of the Call option please refer to\u00a0Fair value measurement. \u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-8ce416c70349010d": { "value": "| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade receivables | 108.4 | 123.9 |
| Loss allowance | (4.8) | (4.8) |
| Receivables from related parties | - | 0.7 |
| Prepayments | 7.0 | 5.8 |
| Value added taxation | 27.0 | 21.6 |
| Receivable for sale of social card games portfolio | - | 31.5 |
| Funds in escrow | 12.1 | - |
| Loan receivable from Principion Group B.V. | 19.3 | - |
| Other receivables | 15.6 | 18.0 |
| Total | 184.6 | 196.7 |
The net carrying value of trade and other receivables is considered a reasonable approximation of fair value due to its short-term nature with a maturity of less than 12 months. Trade receivables are non-interest bearing and in principle payable on demand.
In 2024, loan receivable from shareholder, Principion Holding B.V., of \u20ac 18.7 million and related call option of \u20ac 4.7 million were reclassified from non-current financial assets to trade and other receivables as the maturity date was 31 March 2025. Subsequent to reclassification, interest income of \u20ac 0.6 million was accrued on the loan receivable, while the fair value of the call option decreased to nil as at 31 December 2024. The loss on remeasurement of the call option was recognised in profit or loss (please refer to Net finance costs). In March 2025, the parties agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
Funds in escrow of \u20ac 12.1 million is mostly related to the additional bonds placed under the existing Senior Secured Callable Floating Rate Bond framework (\u20ac 11.9 million) and is subject to release after fulfilment of financial covenants under the bond agreement.
Receivable for sale of social card game portfolio decreased to nil (2023: \u20ac 31.5 million) due to receipt of funds in escrow of \u20ac 12.0 million and fair value loss of \u20ac 21.9 million on the related contingent consideration, offset by accrued interest income of \u20ac 2.4 million. For details of the fair value loss on contingent consideration please refer to Sale of social card games portfolio.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| As at 1 January | (4.8) | (4.9) |
| Provision for loss allowance | (1.1) | (0.8) |
| Write-off | 0.7 | 2.7 |
| Exchange rate effect | 0.1 | (0.1) |
| Other | 0.3 | (1.7) |
| As at 31 December | (4.8) | (4.8) |
Trade receivables are shown net of an allowance for doubtful accounts determined based on insolvency risk and historical experience, adjusted for forward-looking factors specific to the receivables and economic environment performed on an individual receivable basis. Information about the loss allowance and the group\u2019s exposure to credit risk can be found in Financial risk management.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-90cd16ee0349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| As at 1 January | (4.8) | (4.9) |
| Provision for loss allowance | (1.1) | (0.8) |
| Write-off | 0.7 | 2.7 |
| Exchange rate effect | 0.1 | (0.1) |
| Other | 0.3 | (1.7) |
| As at 31 December | (4.8) | (4.8) |
Trade receivables are shown net of an allowance for doubtful accounts determined based on insolvency risk and historical experience, adjusted for forward-looking factors specific to the receivables and economic environment performed on an individual receivable basis. Information about the loss allowance and the group\u2019s exposure to credit risk can be found in Financial risk management.
The objective of credit risk management is to minimize the risk of counterparties defaulting on their repayments that could adversely impact the cash flows and lead to losses.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank and deposits are held with high credit quality financial institutions with a credit rating of A or higher.
With respect to trade and other receivables, the Group mitigates the credit risk through a number of different methodologies, including where appropriate the use of credit limits, specified payments periods or other specific contract terms. These receivables are relatively short term in nature. The credit quality of the customer, considering its financial performance, liquidity ratios, past experience and other factors (e.g., funding rounds) is used to assess the credit risk relating to the customer. The compliance with credit limits is monitored regularly by management.\u00a0
The Group relies on a number of third parties to provide payment processing services (\u2018payment service providers\u2019) to collect amounts due from end-users. Payment service providers are financial institutions or credit card companies that the Group believes are of high credit quality.
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade and other receivables | 184.6 | 196.7 |
| Cash at bank | 90.6 | 40.3 |
| Exposure | 275.2 | 237.0 |
The Group's definition of default and write-off policy is based on market practice and the country of operation. The expected credit loss is determined using a combination of approaches, consisting of individual assessment, netting and provision matrix application. Azerion first assesses trade receivables to determine whether individual receivables have facts and circumstances that may cause it to be impaired. These facts (not exhaustive) include historical collectability issues as well as expected future collectability issues due to the nature of the trade receivables or economic conditions experienced. Prior to application of the provision matrix, the non-impaired trade receivables are adjusted for specific trade receivables where a payable position also exists. For these accounts Azerion settles based on the net position thereof (whether receivable or payable). The provision matrix is then applied to non-impaired trade receivables as at the balance sheet date.
When estimating the expected credit losses on AR balances a probability-based provision matrix is typically used based on the Group\u2019s historical credit loss experience, adjusted for factors that are specific to the debtor\u2019s general economic conditions and an assessment of both the current and the forecast direction of conditions at the reporting date. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions was used.
Azerion\u2019s current process in calculating a loss allowance on their trade receivables, which includes an assessment of the probability of default, is facilitated through robustly applying the following metrics per 3rd party debtor to identify debtors for which a doubtful debt allowance may have to be raised:
Changes in the loss allowances balance are recognized in profit or loss as an impairment gain or loss. The allowance is netted with the outstanding gross amount of the trade receivables as at the balance sheet date.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Not due | 68.3 | 67.6 |
| < 30 days | 7.7 | 25.6 |
| 30 < 60 days | 7.7 | 10.6 |
| 60 < 90 days | 4.3 | 2.3 |
| 90 < 120 days | 8.2 | 3.1 |
| 120 < 180 | 1.5 | 4.7 |
| > 180 days. | 10.7 | 10.0 |
| Gross receivables | 108.4 | 123.9 |
| Loss allowance | (4.8) | (4.8) |
| Net receivables | 103.6 | 119.1 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Cash at bank and in hand | 89.0 | 39.8 |
| Cash equivalents | 1.6 | 0.5 |
| Total cash and cash equivalents | 90.6 | 40.3 |
The group had no restricted cash as of 31 December 2024 and 31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-6e801e410349010d": { "value": "| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Share capital | 1.2 | 1.2 |
| Share premium | 143.6 | 140.2 |
| Legal reserve | 33.2 | 27.7 |
| Share based payment reserve | 12.6 | 12.7 |
| Currency translation reserve | (1.0) | (1.9) |
| Fair value through OCI | (0.8) | - |
| Retained earnings | (138.4) | (75.6) |
| Non-controlling interest | 6.8 | 5.3 |
| Total equity | 57.2 | 109.6 |
The movements of the respective components of equity, as stated in the Consolidated statement of changes in equity, are disclosed as follows.
As at 31 December 2024, the authorized share capital of Azerion Group N.V. comprised 122,870,787 ordinary shares (31 December 2023: 122,870,787 ordinary shares) with a par value of \u20ac 0.01 per share and zero preference shares with no par value. As of 31 December 2024, 122,194,098 were placed and paid-up amounting to a total of \u20ac 1.2 million share capital (31 December 2023: \u20ac 1.2 million).
| Ordinary shares | Preference shares | Total | ||||
|---|---|---|---|---|---|---|
| Total Shares | Total amount in millions of \u20ac | Total Shares | Total amount in millions of \u20ac | Total Shares | Total amount in millions of \u20ac | |
| 31 December 2024 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
| 31 December 2023 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
The following movements took place in the Treasury shares in 2024:\u00a0
As a result, the number of Treasury shares decreased to 676,689 shares (2023: 2,589,362 shares).
2023 Movements:
As a result, the number of Treasury shares decreased to 2,589,362 shares (2022: 63,242,201 shares).
As at 31 December 2024, Share premium amounted \u20ac 143.6 million (2023: \u20ac 140.2 million). The increase in the share premium is a result of:
2023 Movements:
The Share premium increased during the year 2023 with \u20ac 9.4 million to \u20ac 140.2 million (2022: \u20ac 130.8 million)
The increase was offset in part by\u00a0\u20ac (0.8) million shares received for sale of a minority interest. In February 2023, 49% of the shares in Admeen B.V. (owned at 100% as at 31 December 2022) were sold. Purchase consideration was 220,794 shares in Azerion Group N.V. with a fair value of \u20ac (0.8) million at transaction date.
As of 31 December 2024, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity of \u20ac 50.4 million (2023: \u20ac 104.3 million). These limitations relate to legal reserves required by Dutch law of \u20ac 33.2 million (2023: \u20ac 27.7 million).
The legal reserve movement in 2024 comprises of \u20ac 5.5 million (2023: \u20ac 2.5 million) relating to capitalized development costs for the Group\u2019s developed technology and is not freely distributable to shareholders.\u00a0
For details of refer to Share-based payments.
As at 31 December 2024 the currency translation reserve amounted to \u20ac (1.0) million (2023: \u20ac (1.9) million). The translation reserve comprises foreign currency differences arising from the translation of the assets and liabilities of foreign operations of Azerion Group N.V. (excluding amounts attributable to non-controlling interests).
As at 31 December 2024 the reserve for fair value changes through OCI amounted to \u20ac (0.8) million (2023: \u20ac 0.0 million). The movement in 2024 represents the fair value loss on equity investments held by the Group. These investments are not held for trading and are carried at fair value through other comprehensive income, based on an irrevocable election made at initial recognition.
During 2024, there were no balances or movements in Other equity Instruments.\u00a0
2023 Movements:
Shareholder loans
As at 31 December 2022, the Group had \u20ac 14.9 million loans from related parties that were subordinated. \u20ac 14.0 million was related to loans from Principion Holding B.V., and the remaining \u20ac 0.9 million represented loans from Stichting Administratiekantoor Azerion Holding B.V.
Loans payable to Principion Holding B.V.
Subordinated loans payable to Principion Holding B.V. included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022. The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which the balance of loan receivable from Principion Holding B.V. in the amount of \u20ac 36.0 million was netted off against the subordinated loans payable to Principion Holding B.V.. This resulted in \u20ac 8.7 million reclassification from Other equity instruments to Retained earnings (representing the value of the Group's equity redemption option at the transaction date) and the remaining \u20ac 5.3 million being netted off against the loan receivable from Principion Holding B.V. (see note 11: Non-current financial assets).
Loans payable to Stichting Administratiekantoor Azerion Holding B.V.
The Group had subordinated loans from Stichting Administratiekantoor Azerion Holding B.V. (the \"STAK\"), a foundation. Certificate holders of STAK include the Group's employees, among others. The loans contained an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and wereredeemable by issuing 161,304 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022.
The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. The Group signed memorandums with the different certificate holders, according to which the redemption of outstanding loan balance will be made in cash. This resulted in the following:
\u20ac 0.6 million was reclassified from Other equity instruments to Retained earnings (representing the value of the Group's equity redemption option at the transaction date);remaining balance \u20ac 0.3 million was reclassified from Other equity instruments to financial liabilities;\u20ac 0.9 modification loss was recognised on the afore-mentioned financial liabilities in the statement of profit or loss and other comprehensive income;The parties agreed that the resulting financial liability would be settled in the last quarter of 2023 (\u20ac 0.5 million) and in the first half year of 2024 (\u20ac 0.7 million). The outstanding balance as at 31 December 2023 is included in Other liabilities.
Share considerations for new acquisitions decreased by \u20ac 14.1 million in 2023:
As at 31 December 2024 the retained earnings amounted to \u20ac (138.4) million (2023: \u20ac (75.6) million).\u00a0
\u20ac (57.9) million movement in 2024 relates to the total comprehensive income for the year. For movement relating to the non-controlling interest transaction see related section below.\u00a0
\u20ac (5.5) million movement directly in Retained earnings relates to a reclassification from the Legal reserve and \u20ac 0.6 million of other movements.
2023 Movements:
\u20ac 23.7 million movement in 2023 relates to the total comprehensive income for the year. For movement relating to the non-controlling interest transaction see related section below.
\u20ac 9.3 million movement directly in Retained earnings relates to a reclassification from Other equity instruments related to the Loans payable to Principion Holding B.V. and Stichting Administratiekantoor Azerion Holding B.V.
The non-controlling interest (NCI) relates to minority stakes held by third parties in Azerion Group N.V.'s consolidated subsidiaries. The total NCI as at 31 December 2024 amounted to \u20ac 6.8 million (2023: \u20ac 5.3 million).\u00a0
\u20ac 1.9 million relates to the total comprehensive income for the year 2024 attributable to the non-controlling interest. In addition, \u20ac (0.2) million dividend was declared and paid to minority shareholders of Admeen B.V. in 2024 and \u20ac (0.2) million was related to other movements in the non-controlling interest.
2023 Movements:
In February 2023, 49% of the shares in Admeen B.V. (owned 100% as at 31 December 2022) were sold. The purchase consideration was 220,794 shares of Azerion Group N.V. with a fair value of \u20ac (0.8) million at transaction date. The fair value of the minority interest at the moment of the transaction amounted to \u20ac 2.0 million (recognized in non-controlling interest) with the resulting loss of \u20ac (1.2) million recorded in retained earnings.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-ae1012880349010d": { "value": "As at 31 December 2024, the authorized share capital of Azerion Group N.V. comprised 122,870,787 ordinary shares (31 December 2023: 122,870,787 ordinary shares) with a par value of \u20ac 0.01 per share and zero preference shares with no par value. As of 31 December 2024, 122,194,098 were placed and paid-up amounting to a total of \u20ac 1.2 million share capital (31 December 2023: \u20ac 1.2 million).
| Ordinary shares | Preference shares | Total | ||||
|---|---|---|---|---|---|---|
| Total Shares | Total amount in millions of \u20ac | Total Shares | Total amount in millions of \u20ac | Total Shares | Total amount in millions of \u20ac | |
| 31 December 2024 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
| 31 December 2023 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
The following movements took place in the Treasury shares in 2024:\u00a0
1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;\u00a0113,656 shares were transferred in relation to the Executive Annual Incentive Plan;As a result, the number of Treasury shares decreased to 676,689 shares (2023: 2,589,362 shares).
2023 Movements:As a result, the number of Treasury shares decreased to 2,589,362 shares (2022: 63,242,201 shares).
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c48613220349010d": { "value": "The following movements took place in the Treasury shares in 2024:\u00a0
1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;\u00a0113,656 shares were transferred in relation to the Executive Annual Incentive Plan;As a result, the number of Treasury shares decreased to 676,689 shares (2023: 2,589,362 shares).
2023 Movements:As a result, the number of Treasury shares decreased to 2,589,362 shares (2022: 63,242,201 shares).
", "dimensions": { "concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-270719900349010d": { "value": "As of 31 December 2024, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity of \u20ac 50.4 million (2023: \u20ac 104.3 million). These limitations relate to legal reserves required by Dutch law of \u20ac 33.2 million (2023: \u20ac 27.7 million).
The legal reserve movement in 2024 comprises of \u20ac 5.5 million (2023: \u20ac 2.5 million) relating to capitalized development costs for the Group\u2019s developed technology and is not freely distributable to shareholders.\u00a0
For details of refer to Share-based payments.
As at 31 December 2024 the currency translation reserve amounted to \u20ac (1.0) million (2023: \u20ac (1.9) million). The translation reserve comprises foreign currency differences arising from the translation of the assets and liabilities of foreign operations of Azerion Group N.V. (excluding amounts attributable to non-controlling interests).
As at 31 December 2024 the reserve for fair value changes through OCI amounted to \u20ac (0.8) million (2023: \u20ac 0.0 million). The movement in 2024 represents the fair value loss on equity investments held by the Group. These investments are not held for trading and are carried at fair value through other comprehensive income, based on an irrevocable election made at initial recognition.
During 2024, there were no balances or movements in Other equity Instruments.\u00a0
2023 Movements:
Shareholder loans
As at 31 December 2022, the Group had \u20ac 14.9 million loans from related parties that were subordinated. \u20ac 14.0 million was related to loans from Principion Holding B.V., and the remaining \u20ac 0.9 million represented loans from Stichting Administratiekantoor Azerion Holding B.V.
Loans payable to Principion Holding B.V.
Subordinated loans payable to Principion Holding B.V. included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022. The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which the balance of loan receivable from Principion Holding B.V. in the amount of \u20ac 36.0 million was netted off against the subordinated loans payable to Principion Holding B.V.. This resulted in \u20ac 8.7 million reclassification from Other equity instruments to Retained earnings (representing the value of the Group's equity redemption option at the transaction date) and the remaining \u20ac 5.3 million being netted off against the loan receivable from Principion Holding B.V. (see note 11: Non-current financial assets).
Loans payable to Stichting Administratiekantoor Azerion Holding B.V.
The Group had subordinated loans from Stichting Administratiekantoor Azerion Holding B.V. (the \"STAK\"), a foundation. Certificate holders of STAK include the Group's employees, among others. The loans contained an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and wereredeemable by issuing 161,304 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022.
The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. The Group signed memorandums with the different certificate holders, according to which the redemption of outstanding loan balance will be made in cash. This resulted in the following:
\u20ac 0.6 million was reclassified from Other equity instruments to Retained earnings (representing the value of the Group's equity redemption option at the transaction date);remaining balance \u20ac 0.3 million was reclassified from Other equity instruments to financial liabilities;\u20ac 0.9 modification loss was recognised on the afore-mentioned financial liabilities in the statement of profit or loss and other comprehensive income;The parties agreed that the resulting financial liability would be settled in the last quarter of 2023 (\u20ac 0.5 million) and in the first half year of 2024 (\u20ac 0.7 million). The outstanding balance as at 31 December 2023 is included in Other liabilities.
Share considerations for new acquisitions decreased by \u20ac 14.1 million in 2023:
\u20ac\u00a0(8.3)\u00a0million of\u00a0share considerations for acquisitions of 2022 were exercised fully in 2023 with resulting decrease in other equity instruments and increase by the same amount in share premium (see above).\u20ac 5.8 million reclassification relating to the acquisition of the remaining 49% in Sulake during 2020. The Group had the option to settle either in cash or shares, with the Group's intention as of last year being to settle in shares. As a result, the consideration was included in other equity instruments\u00a0as at 31 December 2022. In 2023, the Group decided to settle the liability in cash, resulting in reclassification from equity to other liabilities.As at 31 December 2024 the retained earnings amounted to \u20ac (138.4) million (2023: \u20ac (75.6) million).\u00a0
\u20ac (57.9) million movement in 2024 relates to the total comprehensive income for the year. For movement relating to the non-controlling interest transaction see related section below.\u00a0
\u20ac (5.5) million movement directly in Retained earnings relates to a reclassification from the Legal reserve and \u20ac 0.6 million of other movements.
2023 Movements:
\u20ac 23.7 million movement in 2023 relates to the total comprehensive income for the year. For movement relating to the non-controlling interest transaction see related section below.
\u20ac 9.3 million movement directly in Retained earnings relates to a reclassification from Other equity instruments related to the Loans payable to Principion Holding B.V. and Stichting Administratiekantoor Azerion Holding B.V.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-7ea016ac0349010d": { "value": "Shareholder loans
As at 31 December 2022, the Group had \u20ac 14.9 million loans from related parties that were subordinated. \u20ac 14.0 million was related to loans from Principion Holding B.V., and the remaining \u20ac 0.9 million represented loans from Stichting Administratiekantoor Azerion Holding B.V.
Loans payable to Principion Holding B.V.
Subordinated loans payable to Principion Holding B.V. included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022. The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which the balance of loan receivable from Principion Holding B.V. in the amount of \u20ac 36.0 million was netted off against the subordinated loans payable to Principion Holding B.V.. This resulted in \u20ac 8.7 million reclassification from Other equity instruments to Retained earnings (representing the value of the Group's equity redemption option at the transaction date) and the remaining \u20ac 5.3 million being netted off against the loan receivable from Principion Holding B.V. (see note 11: Non-current financial assets).
Loans payable to Stichting Administratiekantoor Azerion Holding B.V.
The Group had subordinated loans from Stichting Administratiekantoor Azerion Holding B.V. (the \"STAK\"), a foundation. Certificate holders of STAK include the Group's employees, among others. The loans contained an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and wereredeemable by issuing 161,304 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022.
The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. The Group signed memorandums with the different certificate holders, according to which the redemption of outstanding loan balance will be made in cash. This resulted in the following:
The parties agreed that the resulting financial liability would be settled in the last quarter of 2023 (\u20ac 0.5 million) and in the first half year of 2024 (\u20ac 0.7 million). The outstanding balance as at 31 December 2023 is included in Other liabilities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSubordinatedLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-fe381cc60349010d": { "value": "Loans payable to Stichting Administratiekantoor Azerion Holding B.V.
The Group had subordinated loans from Stichting Administratiekantoor Azerion Holding B.V. (the \"STAK\"), a foundation. Certificate holders of STAK include the Group's employees, among others. The loans contained an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and wereredeemable by issuing 161,304 shares in the issued share capital of the Group. The discretion to redeem the loans in equity or cash was with the Group. As a result, the loans were classified as equity instruments in the Group's statement of financial position as at 31 December 2022.
The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023. The Group signed memorandums with the different certificate holders, according to which the redemption of outstanding loan balance will be made in cash. This resulted in the following:
The parties agreed that the resulting financial liability would be settled in the last quarter of 2023 (\u20ac 0.5 million) and in the first half year of 2024 (\u20ac 0.7 million). The outstanding balance as at 31 December 2023 is included in Other liabilities.
The non-controlling interest (NCI) relates to minority stakes held by third parties in Azerion Group N.V.'s consolidated subsidiaries. The total NCI as at 31 December 2024 amounted to \u20ac 6.8 million (2023: \u20ac 5.3 million).\u00a0
\u20ac 1.9 million relates to the total comprehensive income for the year 2024 attributable to the non-controlling interest. In addition, \u20ac (0.2) million dividend was declared and paid to minority shareholders of Admeen B.V. in 2024 and \u20ac (0.2) million was related to other movements in the non-controlling interest.
2023 Movements:
In February 2023, 49% of the shares in Admeen B.V. (owned 100% as at 31 December 2022) were sold. The purchase consideration was 220,794 shares of Azerion Group N.V. with a fair value of \u20ac (0.8) million at transaction date. The fair value of the minority interest at the moment of the transaction amounted to \u20ac 2.0 million (recognized in non-controlling interest) with the resulting loss of \u20ac (1.2) million recorded in retained earnings.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-676410f70349010d": { "value": "\u20ac 1.9 million relates to the total comprehensive income for the year 2024 attributable to the non-controlling interest. In addition, \u20ac (0.2) million dividend was declared and paid to minority shareholders of Admeen B.V. in 2024 and \u20ac (0.2) million was related to other movements in the non-controlling interest.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-0b5b19140349010d": { "value": "In 2023, the Group had the following share-based payment plans:
All of these plans were carried forward to 2024. No new plans were created in 2024.
As at 31 December 2023 and 31 December 2024, Azerion had the following four categories of instruments under the mentioned plan:
For all instruments management evaluated that these instruments are equity settled Share Based Payments in scope of IFRS 2.
EFIC1 issued Special Shares to its Sponsors in 2021, which were convertible into Ordinary Shares in a De-SPAC transaction. In the De-SPAC Transaction the Special Shares were partly cancelled, partly converted in Ordinary Shares and partly converted into Conditional Special Shares. No modification gain or loss was identified. No Conditional Special Shares were converted into ordinary shares in 2023 or 2024.
The Options to Acquire Special Shares were originally issued to Mr. B. Davey for the services provided as a member of EFIC1\u2019s leadership team and were subsequently partly cancelled and partly converted to Conditional and Unconditional Options to acquire ordinary shares during the De-SPAC transaction. No modification gain or loss was identified. Unconditional part was fully exercised in 2023, while conditional part is still outstanding as at 31 December 2023 and 31 December 2024 (see below).
In addition a re-allocation took place on 1 February 2022 which, in effect, resulted in a number of Conditional and Unconditional Call Options issued to HTP, one of the sponsors of EFIC1. Unconditional part is fully exercised, while conditional part was still outstanding as at 31 December 2023 and 31 December 2024 (see below).
In the De-SPAC Transaction, Azerion Founder Warrants were issued to balance out potential dilutive effects from possible future exercise of the Public Warrants and the Founder Warrants. Management evaluated that the Azerion Founder Warrants are equity settled Share-Based payments in the scope of IFRS 2.
The members of the Management Board are in principle eligible for long-term incentive awards as further described in the Remuneration Policy and as approved by the shareholders as part of the Transaction. The current members of the Management Board, Mr. Atilla Aytekin and Mr. Umut Akpinar do not participate in the LTIP and no share awards were granted during 2023 or 2024 under the LTIP.
The Management Board, in consultation with the Supervisory Board, developed an Executive Annual Incentive Plan for its senior leadership team under which, subject to certain performance targets, and at the discretion of the Management Board, members of the senior leadership team may be awarded shares in Azerion.
On 11 April 2023, 512,886 share appreciation rights were granted under afore-mentioned plan, with one third vesting immediately and remaining to be vested equally in one year and two years after grant date. The settlement of the share based award plan occurs in actual shares with no cash option available to employees as alternative. The fair value at grant date, determined in reference to the Group's market share price, equaled \u20ac 1.67.
No shares were granted in 2024 under the Executive Annual Incentive Scheme.
On 3 April 2023, the CFO of the Group was granted 132,736 share appreciation rights which vested immediately. The grant was made outside any of the existing award plans. The settlement of the share based award plan occurred in actual shares, no cash option was available as alternative. The fair value at grant date, determined in reference to the Group's market share price, equaled \u20ac 1.84.\u00a0
As at 1 January 2023, Azerion had\u00a01,152,886 Conditional Special Shares which are convertible into Ordinary Shares in accordance with the provisions of the Articles of Association and subject to the condition that the closing share price of the Ordinary Shares on Euronext Amsterdam equals or exceeds \u20ac12.00 for any 20 trading days within any consecutive 30-trading day period within a period of five years as of the Transaction date, 1 February 2022. Should this condition not been met after five years, these (or such number remaining at that time) Conditional Special Shares will be cancelled as per such date.
The instruments are measured at their grant date fair value of \u20ac 1.95, which represents the grant date fair value of the original Special Shares issued by EFIC1 in 2021 determined using the valuation technique to estimate the price on the measurement date in an arm\u2019s length transaction between knowledgeable parties, since no market price was readily available.
There has been no movement on Conditional Special Shares in 2023 and 2024. As a result, as per 31 December 2024 the number of remaining Conditional Special Shares amounts to 1,152,886.
As at 1 January 2023, Azerion had 628,974 unconditional Call Options (convertible into Ordinary Shares) and 110,996 Call Options which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. The instruments are measured at their grant date fair value of \u20ac 1.94, which represents the fair value of the original Options to acquire Special Shares, determined using a valuation technique that factors in effect of market conditions (specifically Black Scholes option pricing model), since no market price was readily available.
On 26 January 2023 and 31 August 2023, 628,974 unconditional Davey Call Options were exercised fully. The fair value at grant date equaled \u20ac 1.94.
No options were exercised during the year 2024. As a result, as per 31 December 2024 the number of remaining Davey Call Options amounts to 110,996.\u00a0
As a result of the De-SPAC Transaction, and on exactly the same terms as the Davey Call Option, the HTP Sponsor received 145,634 unconditional call options and 25,700 conditional call options which will solely become exercisable if the share price of Ordinary Shares equals or exceeds \u20ac 12.00 per share for any 20 trading days within any 30 trading-day period within a period of five years after the De-SPAC Transaction. The unconditional and conditional call options were measured at their grant date fair values of \u20ac 9.54 and \u20ac 6.42 respectively. After the exercise of the unconditional part in the first half of 2022, only the conditional Call Options remain as at 31 December 2023 and 31 December 2024 (25,700 options in amount of \u20ac 0.2 million). There has been no movement on HTP Call Option in 2024.
On completion of the De-SPAC Transaction, Azerion Group N.V. issued 17,992,773 Azerion Founder Warrants to the founders of Azerion. Management considered the characteristics of the award of these instruments and concluded that the instruments are in the scope of IFRS 2 as equity-settled share-based payments. The Azerion Founder Warrants can be exercised during the exercise period, which ends at the close of trading on Euronext Amsterdam on the first Business Day after the fifth anniversary of the Completion Date. During the exercise period each Azerion Founder Warrant entitles the holder to subscribe for one Ordinary Share for the exercise price of \u20ac11.50. The Azerion Founder Warrants can only be exercised on a cashless basis. For the assessment of the grant date fair value of the Azerion Founder Warrants Management considered that, after the closing of the De-SPAC Transaction, the terms and conditions of the Azerion Founder Warrants are closely comparable to the Public Warrants and concluded therefore that they should be valued using the listed price of the Public Warrants of \u20ac 0.55 without any amendment (a Level 2 valuation methodology). There has been no movement on the Azerion Founder Warrants in 2023 or 2024.
| \u00a0 | Share-based payment reserve |
|---|---|
| Balance as of 1 January 2023 | 13.7 |
| Share based payments expense - Executive Annual Incentive Plan | 0.5 |
| Share based payments expense - Other | 0.2 |
| Exercise of Executive Annual Incentive Plan | (0.3) |
| Exercise of Davey Call Option | (1.2) |
| Other movements | (0.2) |
| Balance as of 31 December 2023 | 12.7 |
| Share based payments expense | 0.3 |
| Vesting of share based payment | (0.4) |
| Balance as of 31 December 2024 | 12.6 |
As at 31 December 2024 balance of share-based payments reserve amounts to \u20ac 12.6 million (2023: \u20ac 12.7 million). The movements in the share-based payments reserve are as follows:
| Share based payments | Other equity instruments | Trade and other receivables | Other liabilities | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Employee Awards | Conditional Special Shares | Davey Call Options | HTP Call Options | Azerion Founder Warrants | Total | Investor SARs / shares | Acquisition SARs | Acquisition SARs | |
| Balance as of 1 January 2023 | - | 2.2 | 1.4 | 0.2 | 9.9 | 13.7 | 8.3 | (0.9) | 2.2 |
| Amounts through P&L | |||||||||
| Amounts through P&L | 0.7 | - | - | - | - | 0.7 | - | (0.7) | 0.7 |
| Exercised through: | |||||||||
| - Share capital | - | - | - | - | - | - | - | - | - |
| - Share premium | (0.5) | - | (1.2) | - | - | (1.7) | (8.3) | - | - |
| - Cash | - | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | 0.8 | (2.1) |
| Total | (0.5) | - | (1.2) | - | - | (1.7) | (8.3) | 0.8 | (2.1) |
| Balance as of 31 December 2023 | 0.2 | 2.2 | 0.2 | 0.2 | 9.9 | 12.7 | - | (0.8) | 0.8 |
| Amounts through P&L\u00a0 | |||||||||
| Amounts through P&L | 0.3 | - | - | - | - | 0.3 | - | - | - |
| Exercised through: | |||||||||
| - Share capital | - | - | - | - | - | - | - | - | - |
| - Share premium | (0.4) | - | - | - | - | (0.4) | - | - | - |
| - Cash | - | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | 0.8 | (0.8) |
| Total | (0.4) | - | - | - | - | (0.4) | - | 0.8 | (0.8) |
| Balance as of 31 December 2024 | 0.1 | 2.2 | 0.2 | 0.2 | 9.9 | 12.6 | - | - | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Number of instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as per 1 January 2023 | - | 1,152,886 | 739,970 | 25,700 | 17,992,773 | ||||
| Exercise Davey call options | - | - | (628,974) | - | - | ||||
| Balance as of 31 December 2023 | - | 1,152,886 | 110,996 | 25,700 | 17,992,773 | ||||
| Other movements | - | - | - | - | - | ||||
| Balance as of 31 December 2024 | - | 1,152,886 | 110,996 | 25,700 | 17,992,773 | ||||
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Prices of the instruments | - | ||||||||
| Balance as of 1 January 2023 | 1.95 | 1.94 | 6.42 | 0.55 | |||||
| Exercise Davey Call option | - | 1.94 | - | - | |||||
| Balance as of 31 December 2023 | 1.95 | 1.94 | 6.42 | 0.55 | |||||
| Other movements | - | - | - | - | |||||
| Balance as of 31 December 2024 | 1.95 | 1.94 | 6.42 | 0.55 |
| \u00a0 | Commercial litigation | Restructuring | Employee benefit obligations | Other | Total |
|---|---|---|---|---|---|
| Balance at 1 January 2023 | 0.5 | 0.3 | 1.0 | 0.7 | 2.5 |
| Acquisitions of subsidiaries and businesses | 1.0 | - | - | 1.8 | 2.8 |
| Additions | 2.4 | 8.9 | 0.1 | 1.3 | 12.7 |
| Utilizations | (2.3) | (7.4) | (0.3) | - | (10.0) |
| Releases | (0.8) | (1.2) | - | (0.6) | (2.6) |
| Reclassifications | (0.1) | (0.1) | 0.0 | - | (0.2) |
| Balance at 31 December 2023 | 0.7 | 0.5 | 0.8 | 3.2 | 5.2 |
| Additions | 0.4 | 1.3 | 0.3 | 0.2 | 2.2 |
| Utilizations | - | (1.7) | - | (1.3) | (3.0) |
| Releases | - | (0.1) | - | (1.2) | (1.3) |
| Exchange differences | 0.1 | - | - | - | 0.1 |
| Reclassifications | 0.6 | - | - | - | 0.6 |
| Balance at 31 December 2024 | 1.8 | - | 1.1 | 0.9 | 3.8 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance at 31 December 2023 | 0.7 | 0.5 | 0.8 | 3.2 | 5.2 |
| Non-current | - | - | 0.8 | 0.8 | 1.6 |
| Current | 0.7 | 0.5 | - | 2.4 | 3.6 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance at 31 December 2024 | 1.8 | - | 1.1 | 0.9 | 3.8 |
| Non-current | - | - | 1.1 | 0.5 | 1.6 |
| Current | 1.8 | - | - | 0.4 | 2.2 |
As at 31 December 2024, provisions (current and non-current) amounted to \u20ac 3.8 million (2023: \u20ac 5.2 million). The balance decreased by \u20ac (1.4) million and is mainly explained by the following:
As of 31 December 2024, commercial litigation provisions amounted to \u20ac 1.8 million (2023: \u20ac 0.7 million). The additions in 2024 in the amount of \u20ac 0.4 million are related to employee legal cases related to acquisitions in 2022 and 2023. Further, a balance sheet reclassification of \u20ac 0.6 million was made in the first half of 2024, from Trade and other payables to Provisions which is related to a legal claim on a company acquired in 2022.\u00a0
All commercial litigation provisions are expected to be paid within one year.
As of 31 December 2024, the restructuring provision was fully utilised (2023: \u20ac 0.5 million). In 2022, Azerion has initiated a restructuring plan designed to continue the integration of acquired businesses, improving efficiency and focusing on key strategic opportunities. As a result, a restructuring provision in the amount of \u20ac 1.3 million was recorded in 2024 (2023: \u20ac 8.9 million) consisting primarily of employee contract termination costs. There was a release of excess provision in the amount of \u20ac (0.1) million (2023: \u20ac (1.2) million). Finally, total provision utilization in 2024 amounted to \u20ac (1.7) million (2023: \u20ac (7.4) million).
Employee benefit obligations represent defined benefit pension plans which are in place in Italy, Belgium and France. Furthermore, by Belgian law, the employer is liable for a minimum guaranteed return. The Belgium pension plans are administrated by Baloise Insurance. In France employees are entitled to a lump sum payment at retirement which is administrated by the company.
As of 31 December 2024, other provisions amounted to \u20ac 0.9 million (2023: \u20ac 3.2\u00a0million). The balance decreased by \u20ac (2.3) million in the period mainly explained by utilisation of \u20ac (1.3) million in January 2024 on a provision related to the establishment of a new commercial relationship and the required technology to facilitate that commercial relationship. The balance further decreased following the release of excess provisions in the amount of \u20ac (1.2) million, due to the change in underlying economic conditions, partially offset by additions of \u20ac 0.2 million. These movements are booked in the consolidated statement of profit or loss and other comprehensive income in 2024.\u00a0
\u20ac 0.4 million from total other provisions is expected to be paid within one year and the rest afterwards.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-2ac923be0349010d": { "value": "As of 31 December 2024, other provisions amounted to \u20ac 0.9 million (2023: \u20ac 3.2\u00a0million). The balance decreased by \u20ac (2.3) million in the period mainly explained by utilisation of \u20ac (1.3) million in January 2024 on a provision related to the establishment of a new commercial relationship and the required technology to facilitate that commercial relationship. The balance further decreased following the release of excess provisions in the amount of \u20ac (1.2) million, due to the change in underlying economic conditions, partially offset by additions of \u20ac 0.2 million. These movements are booked in the consolidated statement of profit or loss and other comprehensive income in 2024.\u00a0
\u20ac 0.4 million from total other provisions is expected to be paid within one year and the rest afterwards.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-e7ee13ca0349010d": { "value": "| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Contingent consideration | 8.3 | 14.8 |
| Deferred consideration | 13.1 | 3.3 |
| Postponed Government payments | 4.6 | 4.6 |
| Warrants | - | 0.1 |
| Acquisition related share appreciation rights | - | 0.8 |
| Other liabilities | 31.8 | 30.9 |
| Total | 57.8 | 54.5 |
| Current | 42.6 | 38.0 |
| Non-current | 15.2 | 16.5 |
As at 31 December 2024, other liabilities (current and non-current) amounted to \u20ac 57.8 million (2023: \u20ac 54.5 million) and mainly consisted of deferred consideration, contingent consideration, postponed wage taxes and other liabilities. The latter mainly includes non-recourse factoring liability.
In 2023 the Group entered into new non-recourse factoring agreements, as well as amended terms of previous agreements, which had financial impact as of the beginning of the year. The Group concluded that the terms resulted in the recognition of a continuing involvement asset and a continuing involvement liability. The continuing involvement asset is included in Other receivables, as part of Trade and other receivables, while the continuing involvement liability is included in the Other liabilities line above.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Carrying amount | ||
| Continuing involvement \u2013 asset | 5.3 | 4.7 |
| Continuing involvement \u2013 liability | 5.3 | 4.7 |
| Fair value | ||
| Continuing involvement \u2013 asset | 1.6 | 1.5 |
| Continuing involvement \u2013 liability | 1.6 | 1.5 |
The continuing involvement, represented by the potential maximum exposure to loss (\u20ac5.3 million) (2023: (\u20ac4.7 million)), is determined using the Group\u2019s best estimate of payment risks. This estimate is based on empirical data and taken into consideration that the late payment period is limited to approximately two thirds of a calendar year.
The Group has no obligation to repurchase factored trade receivables that are overdue or in case of insolvency of the customer.
The contingent consideration decrease is mainly related to: a) renegotiation of the contingent consideration terms for the Hawk acquisition, fixing consideration payments to pre-agreed amounts. Since the payments are no longer contingent on achievement of financial and non-financial targets, \u20ac 5.9 million was reclassified to deferred consideration, b) payments made in 2024 of \u20ac 2.9 million (2023: \u20ac 16.1 million), partly offset by c) unwinding of interest in amount of \u20ac 0.9 million (2023: \u20ac 0.9 million), and d) new acquisitions during the year of \u20ac 1.6 million.
The deferred consideration increase is mainly related to: a) the reclassification of \u20ac 5.9 million from contingent consideration (see above), b) loss on renegotiation of Hawk consideration (see above) amounting to \u20ac 2.8 million, c) acquisition of subsidiaries during the year of \u20ac 3.2 million; d) acquisition of associate of \u20ac 3.5 million, e) unwinding of \u20ac 0.5 million (2023: \u20ac 0.2 million), partly offset by f) payments made in 2024 of \u20ac 6.3 million (2023: \u20ac 23.5 million)
The postponed government payments consist of an arrangement with the Dutch Tax Authority to postpone the payment of these taxes due to COVID-19. The start date of the payment arrangement is 1 October 2022. The payment arrangement will be spread over 5 years. The arrangement consists of a maximum of 60 equal monthly payments with the last payment in September 2027. This payment arrangement includes all outstanding tax debts for which deferral of payment has been granted. To stimulate the repayment of the outstanding debts, the collection interest will be increased step by step.\u00a0\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-4a8615930349010d": { "value": "| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade payables | 137.0 | 142.0 |
| Total | 137.0 | 142.0 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Accruals | 52.6 | 71.6 |
| Accrued holiday entitlement | 1.5 | 2.9 |
| Personnel costs | 11.0 | 10.7 |
| Sales related taxes | 30.6 | 25.0 |
| Other | 1.8 | 2.5 |
| Total | 97.5 | 112.7 |
The carrying values of trade payables are a reasonable approximation of fair value due to their short-term nature.
The accruals balance of \u20ac 52.6 million (2023: \u20ac 71.6 million) mainly represents accrued publisher fees of \u20ac 27.3 million (2023: \u20ac 44.1 million), commission & provider fees of \u20ac 15.4 million (2023: \u20ac 17.7 million) and professionals fees of \u20ac 1.8 million (2023: \u20ac 2.8 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-87a41adf0349010d": { "value": "| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Accruals | 52.6 | 71.6 |
| Accrued holiday entitlement | 1.5 | 2.9 |
| Personnel costs | 11.0 | 10.7 |
| Sales related taxes | 30.6 | 25.0 |
| Other | 1.8 | 2.5 |
| Total | 97.5 | 112.7 |
The accruals balance of \u20ac 52.6 million (2023: \u20ac 71.6 million) mainly represents accrued publisher fees of \u20ac 27.3 million (2023: \u20ac 44.1 million), commission & provider fees of \u20ac 15.4 million (2023: \u20ac 17.7 million) and professionals fees of \u20ac 1.8 million (2023: \u20ac 2.8 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-7b4c11890349010d": { "value": "| Senior secured bonds | Debt to credit institutions | Other | Total | |
|---|---|---|---|---|
| Balance as of 1 January 2023 | 199.8 | 9.5 | 0.1 | 209.4 |
| Acquisitions of subsidiaries and businesses | - | 1.8 | - | 1.8 |
| Additions | 162.5 | - | 0.3 | 162.8 |
| Principal repayments / disposals | (200.0) | (4.4) | (0.1) | (204.5) |
| Loss on derecognition | 1.1 | - | - | 1.1 |
| Capitalized transaction cost | (3.5) | - | - | (3.5) |
| Interest accrued | 17.9 | - | - | 17.9 |
| Interest paid | (14.1) | - | (0.1) | (14.2) |
| Exchange differences | - | - | - | - |
| Other movements | 0.1 | (0.4) | (0.2) | (0.5) |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Additions | 96.6 | 9.7 | - | 106.3 |
| Principal repayments / disposals | - | (3.4) | - | (3.4) |
| Loss on derecognition | - | - | - | - |
| Capitalised transaction cost | (2.2) | - | - | (2.2) |
| Interest accrued | 21.2 | 0.5 | - | 21.7 |
| Interest paid | (18.1) | (0.4) | - | (18.5) |
| Exchange differences | - | - | - | - |
| Other | - | - | - | - |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| of which (duration) | ||||
| < 1 year | 4.5 | 3.9 | - | 8.4 |
| \u2265 1 year \u2264 5 years | 159.3 | 2.6 | - | 161.9 |
| > 5 years | - | - | - | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| of which (duration) | ||||
| < 1 year | 6.6 | 11.6 | - | 18.2 |
| \u2265 1 year \u2264 5 years | 254.7 | 1.3 | - | 256.0 |
| > 5 years | - | - | - | - |
On 8 April 2021, the Group issued senior secured callable fixed rate bonds with ISIN SE0015837794 for a total of \u20ac 200.0 million (the \u201cOld Bonds\u201d), within a total framework amount of \u20ac 300.0 million. The maturity date of the Old Bonds was 28 April 2024.
On 31 October 2023, the Group successfully completed the refinancing of above-mentioned bonds. Following a book-building process, the Group successfully placed \u20ac 165.0 million of senior secured callable floating rate bonds under a framework of \u20ac 300.0 million to qualified institutional investors internationally (the \u201cNew Bonds\u201d). The New Bonds have a 3-year tenor, carry a floating rate coupon of 3 months EURIBOR plus 6.75 per cent per annum and were issued at 98.5 per cent of par. The Group applied for listing of the New Bonds with ISIN NO0013017657 on the Corporate Bond List of Nasdaq Stockholm, with the Bonds being admitted to trading on 13 December 2023.\u00a0
Since the New Bonds were issued at terms that are sufficiently different to that of the Old Bonds, the transaction was treated as an extinguishment of the original financial liability and the recognition of a new financial liability. There was a \u20ac 1.1 million loss on derecognition related to remaining unamortized portion of transaction costs on the Old Bonds, included in Finance costs (see Net finance costs).
At initial recognition, the New Bonds were measured at fair value minus directly attributable transaction costs of\u00a0\u20ac\u00a0(3.5)\u00a0million. Subsequently, the New Bonds are measured at amortised cost using the effective interest method, no separation required for embedded derivatives as they are closely related to the host contract.\u00a0The embedded call option grants the Group the right to redeem all, but not only some, of the outstanding New Bonds in full in accordance with specific terms disclosed in the terms and conditions of the New Bonds.
In 2024, the Group placed additional bonds under the same senior secured callable floating rate bonds framework. In July 2024 an additional \u20ac 50 million was issued at 100.75% of par and in December 2024 \u20ac 50 million was issued at 100% of par. \u20ac 3.6 million from the latter issue was acquired by Azerion itself, for purpose of re-selling them on the market, and is not included as a liability on the Group's statement of financial position. At initial recognition, these additional issues were measured at fair value minus directly attributable transaction costs of \u20ac (2.2) million. Subsequently, the New Bonds are measured at amortized cost using the effective interest method.
The security for the bonds is a share pledge in respect of all shares in the group company Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and a pledge over material intra-group loans, as defined in the Terms and Conditions for the New Bonds.
In addition, the following group companies have entered into the Guarantee Agreement to guarantee the performance of obligations of the Issuer: Azerion Technology B.V., a limited liability company incorporated in the Netherlands, Whow Games GmbH, a limited liability company incorporated in Germany, Genba Digital Limited, a limited liability company incorporated in England and Wales, Keygames Network B.V., a limited liability company incorporated in the Netherlands, Voidu B.V., a limited liability company incorporated in the Netherlands, Delta Projects AS, a limited liability company incorporated in Norway, Azerion AG, a limited liability company incorporated in Germany, Azerion UK Limited, a limited liability company incorporated in England and Wales, Azerion Nederland B.V., a limited liability company incorporated in the Netherlands, Azerion US Inc., a limited liability company incorporated in the United States, Azerion Sverige AB, a limited liability company incorporated in Sweden, Azerion Platform FR SAS, a limited liability company incorporated in France, Sublime Skinz Labs SAS, a limited liability company incorporated in France, Vlyby Digital GmbH, a limited liability company incorporated in Germany, Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and Hawk France SAS, a limited liability company incorporated in France.
Included in this balance as of 31 December 2024 are a super senior revolving credit facility with Citibank of \u20ac 9.6 million (2023: nil), recourse factoring agreements amounting to \u20ac 0.3 million (2023: \u20ac 1.1 million) and other debt to credit institutions amounting to \u20ac 3.0 million (2023: \u20ac 5.4 million).\u00a0
In 2024 Azerion entered into a a Super Senior Working Capital Facility Agreement with Citibank, under which the Group was granted a \u20ac 15 million super senior revolving credit facility. This facility is contemplated by and permitted under the terms and conditions of the of \u20ac 300 million senior secured floating rate bonds framework. The facility is carried at amortized cost and has a base rate of 3 months EURIBOR plus a margin of 6.75% per annum. Funds drawn under the Super Senior Working Capital Facility may be used by the Group for general corporate purposes including working capital and acquisitions. The commercial conditions of the Super Senior Working Capital Facility are in line with market practice.
The trade receivables used as security by third parties as part of recourse factoring are maintained within the Group\u2019s assets as the risks and benefits associated with them are not transferred to such third parties. The factoring companies in particular do not accept the credit risks. The credit risk is the risk of non-recovery of trade receivables. Under contracts signed with the Group\u2019s entities, the credit risk remains within the Group.
Next to the recourse factoring agreements, Azerion acquired entities that had governmental aided loans. The total amount for the 13 governmental aided loans ending 2024 was \u20ac 2.9 million (2023: \u20ac 5.1 million). The interest rates range from 0.3% to 4.7% and the maturity dates are between 2025 and 2029. The total amount for other commercial loans ending 2024 was \u20ac 0.1 million (2023: \u20ac 0.3 million). Refer to the table below for further details.
| Issue Currency | Principal Amount entered | Date entered1 | Non-current | Current | Effective interest rate | Year of Maturity | |
|---|---|---|---|---|---|---|---|
| In millions of issued currency | In millions of \u20ac | ||||||
| Senior Secured Callable Bonds (Initial Issue) | EUR | 165.0 | October 31, 2023 | 160.2 | 4.1 | 11.4% | 2026 |
| Senior Secured Callable Bonds (Tap I) | EUR | 50.0 | July 05, 2024 | 49.2 | 1.1 | 10.6% | 2026 |
| Senior Secured Callable Bonds (Tap II) | EUR | 46.4 | December 16, 2024 | 45.5 | 1.2 | 11.9% | 2026 |
| BNP Paribas (Government aided) | EUR | 0.4 | June 19, 2020 | - | 0.1 | 0.7% | 2025 |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | 0.2 | 0.1 | 0.3% | 2027 |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | 0.1 | 0.1 | 1.4% | 2026 |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | 0.1 | 0.1 | 2.3% | 2027 |
| Bankinter (Government aided) | EUR | 0.4 | April 3, 2020 | - | 0.1 | 3.8% | 2025 |
| Caixa (Government aided) | EUR | 0.5 | February 6, 2022 | - | 0.1 | 4.7% | 2025 |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | - | 2.0% | 2029 |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | 0.1 | 0.2 | 0.3% | 2026 |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | 0.1 | 0.2 | 0.7% | 2026 |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | 0.1 | 0.2 | 3.2% | 2026 |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | 0.1 | 0.3 | 0.8% | 2026 |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | 0.1 | 0.3 | 0.6% | 2026 |
| Credit du Nord (Government aided) | EUR | 0.3 | July 9, 2021 | - | 0.1 | 1.4% | 2026 |
| Citi RFC | EUR | 9.5 | April 9, 2024 | - | 9.6 | 7.6% | 2025 |
| Factoring Contracts | EUR | - | - | 0.3 | |||
| Total | 256.0 | 18.2 |
As at 31 December 2024, the Group is in compliance with all the relevant covenants in relation to its borrowings.
| \u00a0 | Senior secured floating rate bonds | Debt to credit institutions | Other | Borrowings sub-total | Lease liabilities | Total |
|---|---|---|---|---|---|---|
| As at 1 January 2023 | 199.8 | 9.5 | 0.1 | 209.4 | 19.2 | 228.6 |
| Cash movements: | \u00a0 | \u00a0 | \u00a0 | |||
| New loans | 162.5 | - | 0.3 | 162.8 | - | 162.8 |
| Repayments | (200.0) | (4.4) | (0.1) | (204.5) | (6.8) | (211.3) |
| Interest paid | (14.1) | - | (0.1) | (14.2) | (1.4) | (15.6) |
| Capitalised transaction cost | (3.5) | - | - | (3.5) | - | (3.5) |
| Settlement related to early cancellation | - | - | - | - | (1.5) | (1.5) |
| Non-cash movements: | \u00a0 | \u00a0 | \u00a0 | |||
| Additions due to acquisitions | - | 1.8 | - | 1.8 | - | 1.8 |
| New lease liabilities recognized | - | - | - | - | 5.4 | 5.4 |
| Loss on derecognition | 1.1 | - | - | 1.1 | - | 1.1 |
| Interest accrued | 17.9 | - | - | 17.9 | 1.4 | 19.3 |
| Gain on early cancellation (non-cash) | - | - | - | - | (0.3) | (0.3) |
| Exchange differences | - | - | - | - | (0.3) | (0.3) |
| Cancellation | - | - | - | - | (1.6) | (1.6) |
| Other movements | 0.1 | (0.4) | (0.2) | (0.5) | 0.2 | (0.3) |
| As at 31 December 2023 | 163.8 | 6.5 | - | 170.3 | 14.3 | 184.6 |
| Cash movements: | ||||||
| New loans | 96.6 | 9.7 | - | 106.3 | - | 106.3 |
| Repayments | - | (3.4) | - | (3.4) | (7.7) | (11.1) |
| Interest paid | (18.1) | (0.4) | - | (18.5) | (1.7) | (20.2) |
| Capitalised transaction cost | (2.2) | - | - | (2.2) | - | (2.2) |
| Non-cash movements: | ||||||
| Additions due to acquisitions | - | - | - | - | 1.7 | 1.7 |
| New lease liabilities recognized | - | - | - | - | 9.3 | 9.3 |
| Interest accrued | 21.2 | 0.5 | - | 21.7 | 1.7 | 23.4 |
| Exchange differences | - | - | - | - | 0.1 | 0.1 |
| Cancellation | - | - | - | - | (0.6) | (0.6) |
| Reassessments and other | - | - | - | - | 2.3 | 2.3 |
| As at 31 December 2024 | 261.3 | 12.9 | - | 274.2 | 19.4 | 293.6 |
Refer to Leases and\u00a0Borrowings where the nature of the movements within the period is disclosed.
Refer to\u00a0Borrowings for details on the recourse factoring agreement.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3c31158e0349010d": { "value": "| Senior secured bonds | Debt to credit institutions | Other | Total | |
|---|---|---|---|---|
| Balance as of 1 January 2023 | 199.8 | 9.5 | 0.1 | 209.4 |
| Acquisitions of subsidiaries and businesses | - | 1.8 | - | 1.8 |
| Additions | 162.5 | - | 0.3 | 162.8 |
| Principal repayments / disposals | (200.0) | (4.4) | (0.1) | (204.5) |
| Loss on derecognition | 1.1 | - | - | 1.1 |
| Capitalized transaction cost | (3.5) | - | - | (3.5) |
| Interest accrued | 17.9 | - | - | 17.9 |
| Interest paid | (14.1) | - | (0.1) | (14.2) |
| Exchange differences | - | - | - | - |
| Other movements | 0.1 | (0.4) | (0.2) | (0.5) |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Additions | 96.6 | 9.7 | - | 106.3 |
| Principal repayments / disposals | - | (3.4) | - | (3.4) |
| Loss on derecognition | - | - | - | - |
| Capitalised transaction cost | (2.2) | - | - | (2.2) |
| Interest accrued | 21.2 | 0.5 | - | 21.7 |
| Interest paid | (18.1) | (0.4) | - | (18.5) |
| Exchange differences | - | - | - | - |
| Other | - | - | - | - |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2023 | 163.8 | 6.5 | - | 170.3 |
| of which (duration) | ||||
| < 1 year | 4.5 | 3.9 | - | 8.4 |
| \u2265 1 year \u2264 5 years | 159.3 | 2.6 | - | 161.9 |
| > 5 years | - | - | - | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | 261.3 | 12.9 | - | 274.2 |
| of which (duration) | ||||
| < 1 year | 6.6 | 11.6 | - | 18.2 |
| \u2265 1 year \u2264 5 years | 254.7 | 1.3 | - | 256.0 |
| > 5 years | - | - | - | - |
On 8 April 2021, the Group issued senior secured callable fixed rate bonds with ISIN SE0015837794 for a total of \u20ac 200.0 million (the \u201cOld Bonds\u201d), within a total framework amount of \u20ac 300.0 million. The maturity date of the Old Bonds was 28 April 2024.
On 31 October 2023, the Group successfully completed the refinancing of above-mentioned bonds. Following a book-building process, the Group successfully placed \u20ac 165.0 million of senior secured callable floating rate bonds under a framework of \u20ac 300.0 million to qualified institutional investors internationally (the \u201cNew Bonds\u201d). The New Bonds have a 3-year tenor, carry a floating rate coupon of 3 months EURIBOR plus 6.75 per cent per annum and were issued at 98.5 per cent of par. The Group applied for listing of the New Bonds with ISIN NO0013017657 on the Corporate Bond List of Nasdaq Stockholm, with the Bonds being admitted to trading on 13 December 2023.\u00a0
Since the New Bonds were issued at terms that are sufficiently different to that of the Old Bonds, the transaction was treated as an extinguishment of the original financial liability and the recognition of a new financial liability. There was a \u20ac 1.1 million loss on derecognition related to remaining unamortized portion of transaction costs on the Old Bonds, included in Finance costs (see Net finance costs).
At initial recognition, the New Bonds were measured at fair value minus directly attributable transaction costs of\u00a0\u20ac\u00a0(3.5)\u00a0million. Subsequently, the New Bonds are measured at amortised cost using the effective interest method, no separation required for embedded derivatives as they are closely related to the host contract.\u00a0The embedded call option grants the Group the right to redeem all, but not only some, of the outstanding New Bonds in full in accordance with specific terms disclosed in the terms and conditions of the New Bonds.
In 2024, the Group placed additional bonds under the same senior secured callable floating rate bonds framework. In July 2024 an additional \u20ac 50 million was issued at 100.75% of par and in December 2024 \u20ac 50 million was issued at 100% of par. \u20ac 3.6 million from the latter issue was acquired by Azerion itself, for purpose of re-selling them on the market, and is not included as a liability on the Group's statement of financial position. At initial recognition, these additional issues were measured at fair value minus directly attributable transaction costs of \u20ac (2.2) million. Subsequently, the New Bonds are measured at amortized cost using the effective interest method.
The security for the bonds is a share pledge in respect of all shares in the group company Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and a pledge over material intra-group loans, as defined in the Terms and Conditions for the New Bonds.
In addition, the following group companies have entered into the Guarantee Agreement to guarantee the performance of obligations of the Issuer: Azerion Technology B.V., a limited liability company incorporated in the Netherlands, Whow Games GmbH, a limited liability company incorporated in Germany, Genba Digital Limited, a limited liability company incorporated in England and Wales, Keygames Network B.V., a limited liability company incorporated in the Netherlands, Voidu B.V., a limited liability company incorporated in the Netherlands, Delta Projects AS, a limited liability company incorporated in Norway, Azerion AG, a limited liability company incorporated in Germany, Azerion UK Limited, a limited liability company incorporated in England and Wales, Azerion Nederland B.V., a limited liability company incorporated in the Netherlands, Azerion US Inc., a limited liability company incorporated in the United States, Azerion Sverige AB, a limited liability company incorporated in Sweden, Azerion Platform FR SAS, a limited liability company incorporated in France, Sublime Skinz Labs SAS, a limited liability company incorporated in France, Vlyby Digital GmbH, a limited liability company incorporated in Germany, Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and Hawk France SAS, a limited liability company incorporated in France.
Included in this balance as of 31 December 2024 are a super senior revolving credit facility with Citibank of \u20ac 9.6 million (2023: nil), recourse factoring agreements amounting to \u20ac 0.3 million (2023: \u20ac 1.1 million) and other debt to credit institutions amounting to \u20ac 3.0 million (2023: \u20ac 5.4 million).\u00a0
In 2024 Azerion entered into a a Super Senior Working Capital Facility Agreement with Citibank, under which the Group was granted a \u20ac 15 million super senior revolving credit facility. This facility is contemplated by and permitted under the terms and conditions of the of \u20ac 300 million senior secured floating rate bonds framework. The facility is carried at amortized cost and has a base rate of 3 months EURIBOR plus a margin of 6.75% per annum. Funds drawn under the Super Senior Working Capital Facility may be used by the Group for general corporate purposes including working capital and acquisitions. The commercial conditions of the Super Senior Working Capital Facility are in line with market practice.
The trade receivables used as security by third parties as part of recourse factoring are maintained within the Group\u2019s assets as the risks and benefits associated with them are not transferred to such third parties. The factoring companies in particular do not accept the credit risks. The credit risk is the risk of non-recovery of trade receivables. Under contracts signed with the Group\u2019s entities, the credit risk remains within the Group.
Next to the recourse factoring agreements, Azerion acquired entities that had governmental aided loans. The total amount for the 13 governmental aided loans ending 2024 was \u20ac 2.9 million (2023: \u20ac 5.1 million). The interest rates range from 0.3% to 4.7% and the maturity dates are between 2025 and 2029. The total amount for other commercial loans ending 2024 was \u20ac 0.1 million (2023: \u20ac 0.3 million). Refer to the table below for further details.
| Issue Currency | Principal Amount entered | Date entered1 | Non-current | Current | Effective interest rate | Year of Maturity | |
|---|---|---|---|---|---|---|---|
| In millions of issued currency | In millions of \u20ac | ||||||
| Senior Secured Callable Bonds (Initial Issue) | EUR | 165.0 | October 31, 2023 | 160.2 | 4.1 | 11.4% | 2026 |
| Senior Secured Callable Bonds (Tap I) | EUR | 50.0 | July 05, 2024 | 49.2 | 1.1 | 10.6% | 2026 |
| Senior Secured Callable Bonds (Tap II) | EUR | 46.4 | December 16, 2024 | 45.5 | 1.2 | 11.9% | 2026 |
| BNP Paribas (Government aided) | EUR | 0.4 | June 19, 2020 | - | 0.1 | 0.7% | 2025 |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | 0.2 | 0.1 | 0.3% | 2027 |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | 0.1 | 0.1 | 1.4% | 2026 |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | 0.1 | 0.1 | 2.3% | 2027 |
| Bankinter (Government aided) | EUR | 0.4 | April 3, 2020 | - | 0.1 | 3.8% | 2025 |
| Caixa (Government aided) | EUR | 0.5 | February 6, 2022 | - | 0.1 | 4.7% | 2025 |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | - | 2.0% | 2029 |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | 0.1 | 0.2 | 0.3% | 2026 |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | 0.1 | 0.2 | 0.7% | 2026 |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | 0.1 | 0.2 | 3.2% | 2026 |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | 0.1 | 0.3 | 0.8% | 2026 |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | 0.1 | 0.3 | 0.6% | 2026 |
| Credit du Nord (Government aided) | EUR | 0.3 | July 9, 2021 | - | 0.1 | 1.4% | 2026 |
| Citi RFC | EUR | 9.5 | April 9, 2024 | - | 9.6 | 7.6% | 2025 |
| Factoring Contracts | EUR | - | - | 0.3 | |||
| Total | 256.0 | 18.2 |
As at 31 December 2024, the Group is in compliance with all the relevant covenants in relation to its borrowings.
The majority of the Group financial assets and liabilities are carried at amortised cost using the effective interest method. The fair values of these instruments are not materially different from their carrying values since the instruments are either short-term in nature or the interest rates are on market terms.
There were no transfers between fair value hierarchy levels in 2024 and 2023.
All equity-settled Share-Based Payments are measured at fair value upon the grant date.
For the fair value measurement of the Conditional Special shares and Davey Call Options, recognised as Share-Based Payments a level 3 valuation method was applied at grant date.\u00a0
The HTP Call Options are measured applying the stock market closing price of the shares of Azerion Group N.V. at the transaction date, for the Conditional HTP Call Options a discount was taken into account. This is a level 2 valuation; no other inputs were applied.
For the Azerion Founder Warrants, as the terms and conditions are closely comparable to those of the Public Warrants, the market price of the listed Public Warrants at grant date was applied. This is a Level 2 valuation technique. Aside from the market price of the Public Warrants no other inputs are used.
Share appreciation rights are measured based on the price of the listed shares of Azerion Group N.V. at the Amsterdam Stock Exchange. No other inputs were used.
The liabilities on warrants include Public Warrants and Founder Warrants. The fair value measurement of these instruments is as follows:
With an objective of simplifying the Groups capital structure, the Group and Principion Holding B.V. restructured their borrowing arrangements on 11 December 2023. Principion granted the Group a right to acquire a maximum of 10,548,229 of Azerion's Shares held by Principion, against a price per share which will be the lower of EUR 1.85 or the current share price at the moment of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). The exercise price will, upon each exercise, be set off against the corresponding amount outstanding under the remaining amount owed by Principion.\u00a0
With the introduction of this call option, the receivable is required to be measured at fair value, with gains and losses on remeasurement recognized in profit and loss. For the calculation of the fair value of the call option the Black-Scholes model is used, which is an income approach for valuation purposes. The following assumptions are used in the calculation:
Based on the fact that the inputs for the assumptions are directly or indirectly observable, the Group concludes that the valuation method used was based on Level 2 inputs. There were no changes between the input levels in 2024.
This call option had a fair value of nil as per 31 December 2024 and the fair value loss was fully recognized in profit and loss.\u00a0The observable inputs used for the calculation as at 31 December 2024 were:
| Element | Range or Period |
|---|---|
| Closing price of the listed shares of Azerion Group N.V. | \u20ac 1.16 |
| Annualised volatility of the price of the Azerion Group N.V. shares | 40% |
| Risk free interest rate\u00a0 | 2.49% |
| Remaining exercise period | 1 January 2025 - 31 March 2025 |
| Dividend yield | 0% |
For movement in relation to the receivable refer to Non-current financial assets and\u00a0Trade and other receivables.
The fair value of the continuing involvement asset and liability is calculated by applying a model in which the best estimate of the period of financing, the amount financed and the interest rate charged are the key factors.
| \u00a0 | Senior secured floating rate bonds | Debt to credit institutions | Other | Borrowings sub-total | Lease liabilities | Total |
|---|---|---|---|---|---|---|
| As at 1 January 2023 | 199.8 | 9.5 | 0.1 | 209.4 | 19.2 | 228.6 |
| Cash movements: | \u00a0 | \u00a0 | \u00a0 | |||
| New loans | 162.5 | - | 0.3 | 162.8 | - | 162.8 |
| Repayments | (200.0) | (4.4) | (0.1) | (204.5) | (6.8) | (211.3) |
| Interest paid | (14.1) | - | (0.1) | (14.2) | (1.4) | (15.6) |
| Capitalised transaction cost | (3.5) | - | - | (3.5) | - | (3.5) |
| Settlement related to early cancellation | - | - | - | - | (1.5) | (1.5) |
| Non-cash movements: | \u00a0 | \u00a0 | \u00a0 | |||
| Additions due to acquisitions | - | 1.8 | - | 1.8 | - | 1.8 |
| New lease liabilities recognized | - | - | - | - | 5.4 | 5.4 |
| Loss on derecognition | 1.1 | - | - | 1.1 | - | 1.1 |
| Interest accrued | 17.9 | - | - | 17.9 | 1.4 | 19.3 |
| Gain on early cancellation (non-cash) | - | - | - | - | (0.3) | (0.3) |
| Exchange differences | - | - | - | - | (0.3) | (0.3) |
| Cancellation | - | - | - | - | (1.6) | (1.6) |
| Other movements | 0.1 | (0.4) | (0.2) | (0.5) | 0.2 | (0.3) |
| As at 31 December 2023 | 163.8 | 6.5 | - | 170.3 | 14.3 | 184.6 |
| Cash movements: | ||||||
| New loans | 96.6 | 9.7 | - | 106.3 | - | 106.3 |
| Repayments | - | (3.4) | - | (3.4) | (7.7) | (11.1) |
| Interest paid | (18.1) | (0.4) | - | (18.5) | (1.7) | (20.2) |
| Capitalised transaction cost | (2.2) | - | - | (2.2) | - | (2.2) |
| Non-cash movements: | ||||||
| Additions due to acquisitions | - | - | - | - | 1.7 | 1.7 |
| New lease liabilities recognized | - | - | - | - | 9.3 | 9.3 |
| Interest accrued | 21.2 | 0.5 | - | 21.7 | 1.7 | 23.4 |
| Exchange differences | - | - | - | - | 0.1 | 0.1 |
| Cancellation | - | - | - | - | (0.6) | (0.6) |
| Reassessments and other | - | - | - | - | 2.3 | 2.3 |
| As at 31 December 2024 | 261.3 | 12.9 | - | 274.2 | 19.4 | 293.6 |
Refer to Leases and\u00a0Borrowings where the nature of the movements within the period is disclosed.
Refer to\u00a0Borrowings for details on the recourse factoring agreement.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-78bf11600349010d": { "value": "The security for the bonds is a share pledge in respect of all shares in the group company Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and a pledge over material intra-group loans, as defined in the Terms and Conditions for the New Bonds.
In addition, the following group companies have entered into the Guarantee Agreement to guarantee the performance of obligations of the Issuer: Azerion Technology B.V., a limited liability company incorporated in the Netherlands, Whow Games GmbH, a limited liability company incorporated in Germany, Genba Digital Limited, a limited liability company incorporated in England and Wales, Keygames Network B.V., a limited liability company incorporated in the Netherlands, Voidu B.V., a limited liability company incorporated in the Netherlands, Delta Projects AS, a limited liability company incorporated in Norway, Azerion AG, a limited liability company incorporated in Germany, Azerion UK Limited, a limited liability company incorporated in England and Wales, Azerion Nederland B.V., a limited liability company incorporated in the Netherlands, Azerion US Inc., a limited liability company incorporated in the United States, Azerion Sverige AB, a limited liability company incorporated in Sweden, Azerion Platform FR SAS, a limited liability company incorporated in France, Sublime Skinz Labs SAS, a limited liability company incorporated in France, Vlyby Digital GmbH, a limited liability company incorporated in Germany, Azerion Tech Holding B.V., a limited liability company incorporated in the Netherlands, and Hawk France SAS, a limited liability company incorporated in France.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCollateralExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-474610370349010d": { "value": "The Group generates revenue from the following major streams:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Platform | Premium Games | Platform | Premium Games | |
| Direct Sales | 287.2 | - | 236.8 | - |
| Automated Auction Sales | 125.1 | - | 111.8 | - |
| AAA Game Distribution (formerly E-Commerce) | 85.0 | - | 88.8 | - |
| In-Game Purchases | - | 53.9 | - | 77.6 |
| Total revenue | 497.3 | 53.9 | 437.4 | 77.6 |
The Group does not have any significant amount of revenue recognised over time, for details see the revenue section in Significant accounting policies. \u00a0
Revenues of approximately \u20ac 65.7 million (2023: \u20ac 75.6 million) are derived from a single external customer, Google Ireland Ltd. These revenues are attributed to both Platform and Premium Games segments.
| \u00a0 | Premium Games 2024 | Platform 2024 | Consolidated 2024 |
|---|---|---|---|
| External revenue | 53.4 | 497.8 | 551.2 |
| Inter segment revenue | 0.5 | (0.5) | - |
| Total revenue | 53.9 | 497.3 | 551.2 |
| Premium Games 2023 | Platform 2023 | Consolidated 2023 | |
|---|---|---|---|
| External revenue | 77.2 | 437.8 | 515.0 |
| Inter segment revenue | 0.4 | (0.4) | - |
| Total revenue | 77.6 | 437.4 | 515.0 |
In the following table, revenue is disaggregated by country of origin:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Platform | Premium Games | Total | Platform | Premium Games | Total | |
| Germany | 68.1 | 32.0 | 100.1 | 50.5 | 28.5 | 79.0 |
| France | 89.1 | 1.3 | 90.4 | 52.0 | 1.7 | 53.7 |
| Ireland | 64.9 | 1.5 | 66.4 | 63.3 | 23.6 | 86.9 |
| United Kingdom | 40.8 | 0.6 | 41.4 | 27.2 | 1.5 | 28.7 |
| The Netherlands | 22.2 | 6.7 | 28.9 | 22.8 | 5.2 | 28.0 |
| Italy | 17.3 | 0.3 | 17.6 | 18.0 | 0.3 | 18.3 |
| Belgium | 12.2 | 0.1 | 12.3 | 9.8 | 0.1 | 9.9 |
| Spain | 10.2 | 0.6 | 10.8 | 7.8 | 1.2 | 9.0 |
| Nordic Countries1 | 37.5 | 0.3 | 37.8 | 36.7 | 0.3 | 37.0 |
| Other European Countries | 18.8 | 8.0 | 26.8 | 15.7 | 7.1 | 22.8 |
| United States | 65.3 | 1.2 | 66.5 | 72.7 | 6.3 | 79.0 |
| United Arab Emirates | 35.1 | - | 35.1 | 45.6 | - | 45.6 |
| Other Countries | 16.3 | 0.8 | 17.1 | 15.7 | 1.4 | 17.1 |
| Total revenue | 497.8 | 53.4 | 551.2 | 437.8 | 77.2 | 515.0 |
The Group generates revenue from the following major streams:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Platform | Premium Games | Platform | Premium Games | |
| Direct Sales | 287.2 | - | 236.8 | - |
| Automated Auction Sales | 125.1 | - | 111.8 | - |
| AAA Game Distribution (formerly E-Commerce) | 85.0 | - | 88.8 | - |
| In-Game Purchases | - | 53.9 | - | 77.6 |
| Total revenue | 497.3 | 53.9 | 437.4 | 77.6 |
The Group does not have any significant amount of revenue recognised over time, for details see the revenue section in Significant accounting policies. \u00a0
Revenues of approximately \u20ac 65.7 million (2023: \u20ac 75.6 million) are derived from a single external customer, Google Ireland Ltd. These revenues are attributed to both Platform and Premium Games segments.
| \u00a0 | Premium Games 2024 | Platform 2024 | Consolidated 2024 |
|---|---|---|---|
| External revenue | 53.4 | 497.8 | 551.2 |
| Inter segment revenue | 0.5 | (0.5) | - |
| Total revenue | 53.9 | 497.3 | 551.2 |
| Premium Games 2023 | Platform 2023 | Consolidated 2023 | |
|---|---|---|---|
| External revenue | 77.2 | 437.8 | 515.0 |
| Inter segment revenue | 0.4 | (0.4) | - |
| Total revenue | 77.6 | 437.4 | 515.0 |
In the following table, revenue is disaggregated by country of origin:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Platform | Premium Games | Total | Platform | Premium Games | Total | |
| Germany | 68.1 | 32.0 | 100.1 | 50.5 | 28.5 | 79.0 |
| France | 89.1 | 1.3 | 90.4 | 52.0 | 1.7 | 53.7 |
| Ireland | 64.9 | 1.5 | 66.4 | 63.3 | 23.6 | 86.9 |
| United Kingdom | 40.8 | 0.6 | 41.4 | 27.2 | 1.5 | 28.7 |
| The Netherlands | 22.2 | 6.7 | 28.9 | 22.8 | 5.2 | 28.0 |
| Italy | 17.3 | 0.3 | 17.6 | 18.0 | 0.3 | 18.3 |
| Belgium | 12.2 | 0.1 | 12.3 | 9.8 | 0.1 | 9.9 |
| Spain | 10.2 | 0.6 | 10.8 | 7.8 | 1.2 | 9.0 |
| Nordic Countries1 | 37.5 | 0.3 | 37.8 | 36.7 | 0.3 | 37.0 |
| Other European Countries | 18.8 | 8.0 | 26.8 | 15.7 | 7.1 | 22.8 |
| United States | 65.3 | 1.2 | 66.5 | 72.7 | 6.3 | 79.0 |
| United Arab Emirates | 35.1 | - | 35.1 | 45.6 | - | 45.6 |
| Other Countries | 16.3 | 0.8 | 17.1 | 15.7 | 1.4 | 17.1 |
| Total revenue | 497.8 | 53.4 | 551.2 | 437.8 | 77.2 | 515.0 |
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Wages and salaries | (64.7) | (72.8) |
| Social charges | (12.7) | (13.9) |
| Pension costs | (2.0) | (2.1) |
| Share-based payment expense | (0.3) | (0.7) |
| Incentive compensation expenses | (5.2) | (4.8) |
| Other costs | (16.7) | (21.7) |
| Less: Capitalized development cost | 15.4 | 17.5 |
| Total | (86.2) | (98.5) |
Other costs consist of other staff expenses, contractor fees and restructuring expense. The main reason for decrease in 2024 is the lower restructuring expense of \u20ac 1.3 million compared to \u20ac 7.7 million in 2023.
Share-based payment expenses amounted to \u20ac (0.3) million in 2024 (2023: \u20ac (0.7) million). For details about share-based payments can be found in Share-based payments.
Defined contribution pension plans are in place in the Netherlands, Finland and Germany. In the Netherlands each subsidiary has its own pension plan. The pension plans apply to specific employee groups due to mergers and/or acquisitions in the past. The total expense for defined contribution pension plans in 2024 amounted to \u20ac (2.0) million (2023: \u20ac (2.1) million) and represents the contributions to these plans by the Group at rates specified in the rules of the plans. For description of the Group's defined benefit plans please refer to Provisions.
The average headcount, representing number of employees per department is presented below:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Engineering & Product | 494 | 639 |
| Commercial | 305 | 362 |
| Corporate | 237 | 296 |
| Total | 1,036 | 1,297 |
An average total of 213 employees are based in the Netherlands (2023: 279 employees).
As at 31 December 2024, KMP consists of 2 members of the Management Board (31 December 2023: 2) and 7 members of the Executive Committee (31 December 2023: 3) that form the leadership team and 4 members of the Supervisory Board (31 December 2023: 5).
The total remuneration of key management personnel was as follows:
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Short-term employee benefits | 3.2 | 2.8 |
| Share-based payment benefits | 0.1 | 0.3 |
| Remuneration of key management personnel | 3.3 | 3.1 |
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Wages and salaries | (64.7) | (72.8) |
| Social charges | (12.7) | (13.9) |
| Pension costs | (2.0) | (2.1) |
| Share-based payment expense | (0.3) | (0.7) |
| Incentive compensation expenses | (5.2) | (4.8) |
| Other costs | (16.7) | (21.7) |
| Less: Capitalized development cost | 15.4 | 17.5 |
| Total | (86.2) | (98.5) |
Other costs consist of other staff expenses, contractor fees and restructuring expense. The main reason for decrease in 2024 is the lower restructuring expense of \u20ac 1.3 million compared to \u20ac 7.7 million in 2023.
Share-based payment expenses amounted to \u20ac (0.3) million in 2024 (2023: \u20ac (0.7) million). For details about share-based payments can be found in Share-based payments.
Defined contribution pension plans are in place in the Netherlands, Finland and Germany. In the Netherlands each subsidiary has its own pension plan. The pension plans apply to specific employee groups due to mergers and/or acquisitions in the past. The total expense for defined contribution pension plans in 2024 amounted to \u20ac (2.0) million (2023: \u20ac (2.1) million) and represents the contributions to these plans by the Group at rates specified in the rules of the plans. For description of the Group's defined benefit plans please refer to Provisions.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Website expenses | (104.4) | (120.6) |
| Publisher fees | (246.0) | (190.2) |
| Advertising and email routing | (3.0) | (4.3) |
| Hosting fees | (17.0) | (13.0) |
| Other direct costs | (6.2) | (4.1) |
| Gains / (losses) on foreign currency | (0.8) | (0.1) |
| Total | (377.4) | (332.3) |
Other direct costs include mainly advertising technology costs, software license fees, campaign research cost and rental of IT equipment.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Accommodation costs | (2.8) | (2.6) |
| Travel and representation costs | (3.9) | (4.3) |
| Accounts receivable loss allowance | (0.8) | (0.5) |
| Selling expenses | (10.6) | (9.7) |
| Professional services | (11.3) | (12.3) |
| Insurance costs | (1.1) | (1.3) |
| Operating costs | (6.1) | (5.6) |
| Other costs | (5.0) | (1.0) |
| Capitalized other expenses | 0.8 | - |
| Total | (40.8) | (37.3) |
Professional services include legal, accounting, audit, and other consultancies.
Other costs include bank charges, indirect taxes, and other general and administrative expenses, including business enhancements and subscriptions, software development and data warehouse costs, car rentals, and office maintenance costs. The increase in other costs is mainly due to \u20ac 3.0 million one-off settlement of a commercial dispute in 2024.
Other expenses include, among others, independent auditor\u2019s fees. PricewaterhouseCoopers Accountants N.V. served as the independent public accountants for the fiscal years ended 31 December 2024 and 31 December 2023. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2024 | |
|---|---|---|---|---|
| Audit of the financial statements | 1.3 | 0.4 | 0.4 | 2.1 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | 0.1 | - | 0.1 | 0.2 |
| Tax services | - | - | - | - |
| Total | 1.4 | 0.4 | 0.5 | 2.3 |
| \u00a0 | PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2023 |
|---|---|---|---|---|
| Audit of the financial statements | 1.6 | 0.3 | 0.3 | 2.2 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | - | - | - | - |
| Tax services | - | - | - | - |
| Total | 1.6 | 0.3 | 0.3 | 2.2 |
The average headcount, representing number of employees per department is presented below:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Engineering & Product | 494 | 639 |
| Commercial | 305 | 362 |
| Corporate | 237 | 296 |
| Total | 1,036 | 1,297 |
An average total of 213 employees are based in the Netherlands (2023: 279 employees).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-e90d13d20349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Website expenses | (104.4) | (120.6) |
| Publisher fees | (246.0) | (190.2) |
| Advertising and email routing | (3.0) | (4.3) |
| Hosting fees | (17.0) | (13.0) |
| Other direct costs | (6.2) | (4.1) |
| Gains / (losses) on foreign currency | (0.8) | (0.1) |
| Total | (377.4) | (332.3) |
Decrease in website expenses is due to: a) the sale of social card games portfolio in August 2023, and b) slight decrease in revenue from AAA game distribution together with increased focus on higher margin revenues in the same business line.\u00a0
The acquisition of the digital advertising technology platform Hawk in October 2023 resulted in an increase in publisher fees in 2024.\u00a0
Other direct costs include mainly advertising technology costs, software license fees, campaign research cost and rental of IT equipment.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Accommodation costs | (2.8) | (2.6) |
| Travel and representation costs | (3.9) | (4.3) |
| Accounts receivable loss allowance | (0.8) | (0.5) |
| Selling expenses | (10.6) | (9.7) |
| Professional services | (11.3) | (12.3) |
| Insurance costs | (1.1) | (1.3) |
| Operating costs | (6.1) | (5.6) |
| Other costs | (5.0) | (1.0) |
| Capitalized other expenses | 0.8 | - |
| Total | (40.8) | (37.3) |
Professional services include legal, accounting, audit, and other consultancies.
Other costs include bank charges, indirect taxes, and other general and administrative expenses, including business enhancements and subscriptions, software development and data warehouse costs, car rentals, and office maintenance costs. The increase in other costs is mainly due to \u20ac 3.0 million one-off settlement of a commercial dispute in 2024.
Other expenses include, among others, independent auditor\u2019s fees. PricewaterhouseCoopers Accountants N.V. served as the independent public accountants for the fiscal years ended 31 December 2024 and 31 December 2023. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2024 | |
|---|---|---|---|---|
| Audit of the financial statements | 1.3 | 0.4 | 0.4 | 2.1 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | 0.1 | - | 0.1 | 0.2 |
| Tax services | - | - | - | - |
| Total | 1.4 | 0.4 | 0.5 | 2.3 |
| \u00a0 | PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2023 |
|---|---|---|---|---|
| Audit of the financial statements | 1.6 | 0.3 | 0.3 | 2.2 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | - | - | - | - |
| Tax services | - | - | - | - |
| Total | 1.6 | 0.3 | 0.3 | 2.2 |
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Accommodation costs | (2.8) | (2.6) |
| Travel and representation costs | (3.9) | (4.3) |
| Accounts receivable loss allowance | (0.8) | (0.5) |
| Selling expenses | (10.6) | (9.7) |
| Professional services | (11.3) | (12.3) |
| Insurance costs | (1.1) | (1.3) |
| Operating costs | (6.1) | (5.6) |
| Other costs | (5.0) | (1.0) |
| Capitalized other expenses | 0.8 | - |
| Total | (40.8) | (37.3) |
Professional services include legal, accounting, audit, and other consultancies.
Other costs include bank charges, indirect taxes, and other general and administrative expenses, including business enhancements and subscriptions, software development and data warehouse costs, car rentals, and office maintenance costs. The increase in other costs is mainly due to \u20ac 3.0 million one-off settlement of a commercial dispute in 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3a7419ca0349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Accommodation costs | (2.8) | (2.6) |
| Travel and representation costs | (3.9) | (4.3) |
| Accounts receivable loss allowance | (0.8) | (0.5) |
| Selling expenses | (10.6) | (9.7) |
| Professional services | (11.3) | (12.3) |
| Insurance costs | (1.1) | (1.3) |
| Operating costs | (6.1) | (5.6) |
| Other costs | (5.0) | (1.0) |
| Capitalized other expenses | 0.8 | - |
| Total | (40.8) | (37.3) |
Professional services include legal, accounting, audit, and other consultancies.
Other costs include bank charges, indirect taxes, and other general and administrative expenses, including business enhancements and subscriptions, software development and data warehouse costs, car rentals, and office maintenance costs. The increase in other costs is mainly due to \u20ac 3.0 million one-off settlement of a commercial dispute in 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-3f1b15a10349010d": { "value": "Other expenses include, among others, independent auditor\u2019s fees. PricewaterhouseCoopers Accountants N.V. served as the independent public accountants for the fiscal years ended 31 December 2024 and 31 December 2023. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2024 | |
|---|---|---|---|---|
| Audit of the financial statements | 1.3 | 0.4 | 0.4 | 2.1 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | 0.1 | - | 0.1 | 0.2 |
| Tax services | - | - | - | - |
| Total | 1.4 | 0.4 | 0.5 | 2.3 |
| \u00a0 | PricewaterhouseCoopers Accountants N.V. | PricewaterhouseCoopers member firms | Other accounting firms | Total 2023 |
|---|---|---|---|---|
| Audit of the financial statements | 1.6 | 0.3 | 0.3 | 2.2 |
| Other non-audit services | - | - | - | - |
| Other audit procedures | - | - | - | - |
| Tax services | - | - | - | - |
| Total | 1.6 | 0.3 | 0.3 | 2.2 |
| 2024 | 2023 | |
|---|---|---|
| Profit/(Loss) on the sale of property, plant and equipment | (0.1) | (0.1) |
| Profit/(Loss) on the disposal of intangible assets | (0.1) | - |
| (Loss)/Profit from sale of social card games portfolio | (21.9) | 72.6 |
| Fair value gain /(loss) on contingent consideration | (1.2) | - |
| Other losses | - | (0.2) |
| Total | (23.3) | 72.3 |
For details of Profit/(Loss) from the sale of social card games portfolio see Sale of social card games portfolio.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-36fb15440349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
The fair value of the warrants decreased from \u20ac 0.25 at 31 December 2022 to \u20ac 0.005 at 31 December 2023 and then further to nil at 31 December 2024, resulting in the Fair value gain on warrants of \u20ac 4.4 million in 2023 and \u20ac 0.1 million in 2024.
Other finance income includes \u20ac 2.4 million (2023: \u20ac 0.9 million) related to the unwinding of contingent consideration and escrow amount from the 2023 sale of social card games portfolio.
Higher Interest expenses on third party balances in 2024 is explained by: a) higher interest rate in 2024 and increased amount of the bonds (see Borrowings); b) increased factoring activity; and c) interest expense on the newly acquired revolving credit facility (see Borrowings).\u00a0
Lower Other finance costs in 2024 is mainly due to\u00a0modification loss related to the transaction with Principion Holding B.V. in 2023 of \u20ac 4.3 million. See Non-current financial assets for more details.
For details on the fair value loss on the call option of \u20ac 6.8 million (2023: \u20ac 1.0 million) please refer to\u00a0Non-current financial assets and Trade and other receivables.
Included in interest expense on third party balances is interest accrued on contingent consideration of \u20ac 0.9 million (2023: \u20ac 0.9 million) and interest accrued on deferred consideration of \u20ac 0.5 million (2023: \u20ac 0.2 million).
Other than fair value gain on warrants and fair value loss on the the call option, interest income and expense is fully related to financial instruments measured at amortized cost.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-51fe15de0349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
The fair value of the warrants decreased from \u20ac 0.25 at 31 December 2022 to \u20ac 0.005 at 31 December 2023 and then further to nil at 31 December 2024, resulting in the Fair value gain on warrants of \u20ac 4.4 million in 2023 and \u20ac 0.1 million in 2024.
Other finance income includes \u20ac 2.4 million (2023: \u20ac 0.9 million) related to the unwinding of contingent consideration and escrow amount from the 2023 sale of social card games portfolio.
Higher Interest expenses on third party balances in 2024 is explained by: a) higher interest rate in 2024 and increased amount of the bonds (see Borrowings); b) increased factoring activity; and c) interest expense on the newly acquired revolving credit facility (see Borrowings).\u00a0
Lower Other finance costs in 2024 is mainly due to\u00a0modification loss related to the transaction with Principion Holding B.V. in 2023 of \u20ac 4.3 million. See Non-current financial assets for more details.
For details on the fair value loss on the call option of \u20ac 6.8 million (2023: \u20ac 1.0 million) please refer to\u00a0Non-current financial assets and Trade and other receivables.
Included in interest expense on third party balances is interest accrued on contingent consideration of \u20ac 0.9 million (2023: \u20ac 0.9 million) and interest accrued on deferred consideration of \u20ac 0.5 million (2023: \u20ac 0.2 million).
Other than fair value gain on warrants and fair value loss on the the call option, interest income and expense is fully related to financial instruments measured at amortized cost.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-abc5126c0349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
The fair value of the warrants decreased from \u20ac 0.25 at 31 December 2022 to \u20ac 0.005 at 31 December 2023 and then further to nil at 31 December 2024, resulting in the Fair value gain on warrants of \u20ac 4.4 million in 2023 and \u20ac 0.1 million in 2024.
Other finance income includes \u20ac 2.4 million (2023: \u20ac 0.9 million) related to the unwinding of contingent consideration and escrow amount from the 2023 sale of social card games portfolio.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c29213060349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
Other finance income includes \u20ac 2.4 million (2023: \u20ac 0.9 million) related to the unwinding of contingent consideration and escrow amount from the 2023 sale of social card games portfolio.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-d71d13830349010d": { "value": "| \u00a0 | 2024 | 2023 |
|---|---|---|
| Other finance income | 6.9 | 4.1 |
| Finance income | 7.0 | 8.5 |
| Interest expenses on third party balances | (31.6) | (26.3) |
| Interest on leases (IFRS16) | (1.7) | (1.4) |
| Other finance costs | (6.4) | (8.5) |
| Fair value loss on the call option | (6.8) | (1.0) |
| Finance costs | (46.5) | (37.2) |
| Net Finance costs | (39.5) | (28.7) |
Higher Interest expenses on third party balances in 2024 is explained by: a) higher interest rate in 2024 and increased amount of the bonds (see Borrowings); b) increased factoring activity; and c) interest expense on the newly acquired revolving credit facility (see Borrowings).\u00a0
Lower Other finance costs in 2024 is mainly due to\u00a0modification loss related to the transaction with Principion Holding B.V. in 2023 of \u20ac 4.3 million. See Non-current financial assets for more details.
For details on the fair value loss on the call option of \u20ac 6.8 million (2023: \u20ac 1.0 million) please refer to\u00a0Non-current financial assets and Trade and other receivables.
Included in interest expense on third party balances is interest accrued on contingent consideration of \u20ac 0.9 million (2023: \u20ac 0.9 million) and interest accrued on deferred consideration of \u20ac 0.5 million (2023: \u20ac 0.2 million).
Other than fair value gain on warrants and fair value loss on the the call option, interest income and expense is fully related to financial instruments measured at amortized cost.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c42713220349010d": { "value": "Included in interest expense on third party balances is interest accrued on contingent consideration of \u20ac 0.9 million (2023: \u20ac 0.9 million) and interest accrued on deferred consideration of \u20ac 0.5 million (2023: \u20ac 0.2 million).", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-667010e50349010d": { "value": "Major components of income tax expense are as follows:
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Current tax expense | ||
| Current year | (6.0) | (12.9) |
| Changes in estimates related to prior year | 3.1 | 1.6 |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | 9.0 | - |
| Changes in estimates related to prior year | (0.6) | (2.7) |
| Recognition of previously unrecognised tax losses | 2.4 | 3.5 |
| De-recognition of recognized losses | - | (1.8) |
| Recognition of current year losses | - | 1.4 |
| Use of recognized tax losses | (0.5) | (8.1) |
| Income tax expense reported in the consolidated statement of profit or loss and other comprehensive income | 7.3 | (19.0) |
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Profit / (Loss) before tax | (63.3) | 44.1 |
| Tax using the company's tax rate of 25.8% | 16.3 | (11.4) |
| Effect of different income tax rates other countries | 0.2 | (0.3) |
| Prior year adjustments | 2.4 | (1.3) |
| Non-taxable amounts | 4.1 | 1.1 |
| Non-deductible other amounts | (7.6) | (4.8) |
| Recognition of non-recognized losses | 4.3 | 3.5 |
| De-recognition of recognized losses | (0.1) | (1.8) |
| Tax losses not recognized | (6.5) | (5.1) |
| Utilisation of previously non-recognised losses | 4.1 | 0.9 |
| Other non-recognized tax attributes | (10.8) | 0.6 |
| Other | 0.9 | (0.4) |
| Income tax expense at effective tax rate | 7.3 | (19.0) |
| Effective tax rate | 11.5% | 43.1% |
The effective tax rate in 2024 was 11.5% (2023: 43.1%). The lower effective tax rate in 2024 is mainly due to: a) non-deductible acquisition expenses; b) non-recognition of deferred tax assets; and c) non-deductible costs of the Goodwill derecognition in relation to the sale of the social card games portfolio in 2023.
| Balance as of 1 January 2024 | Recognized in profit or loss | Recognized directly in equity | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2024 | |
|---|---|---|---|---|---|---|---|
| Property, plant and equipment | 0.1 | 0.1 | - | - | - | - | 0.2 |
| Intangible assets | 1.7 | - | - | - | - | - | 1.7 |
| Pensions | 0.1 | - | - | - | - | - | 0.1 |
| Tax loss carry forwards | 12.4 | 1.9 | - | 0.8 | - | - | 15.1 |
| Other | 0.9 | (0.6) | - | - | - | - | 0.3 |
| Netting DTA/DTL | (12.9) | - | - | - | - | (3.0) | (15.9) |
| Total deferred tax asset | 2.3 | 1.4 | - | 0.8 | - | (3.0) | 1.5 |
| \u00a0 | Balance as of 1 January 2024 | Recognized in profit or loss | Recognized directly in equity | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2024 |
|---|---|---|---|---|---|---|---|
| Intangible assets | (37.2) | 3.7 | (0.1) | (1.2) | - | - | (34.8) |
| Borrowings | - | - | - | - | - | - | - |
| Other | (5.6) | 5.1 | - | - | - | (1.0) | (1.5) |
| Netting DTA/DTL | 12.9 | - | - | - | - | 3.0 | 15.9 |
| Total deferred tax liability | (30.0) | 8.8 | (0.1) | (1.2) | - | 2.1 | (20.4) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (27.7) | 10.2 | (0.1) | (0.4) | - | (0.9) | (18.9) |
| Balance as of 1 January 2023 | Recognized in profit or loss | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2023 | |
|---|---|---|---|---|---|---|
| Property, plant and equipment | 0.6 | (0.5) | - | - | - | 0.1 |
| Intangible assets | 2.1 | (0.4) | - | - | - | 1.7 |
| Pensions | 0.1 | - | - | - | - | 0.1 |
| Tax loss carry forwards | 11.6 | (5.3) | 6.1 | - | - | 12.4 |
| Other | 0.4 | 0.4 | - | 0.1 | - | 0.9 |
| Netting DTA/DTL | (13.3) | - | - | - | 0.4 | (12.9) |
| Total deferred tax asset | 1.5 | (5.8) | 6.1 | 0.1 | 0.4 | 2.3 |
| \u00a0 | Balance as of 1 January 2023 | Recognized in profit or loss | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2023 |
|---|---|---|---|---|---|---|
| Intangible assets | (38.2) | 3.5 | (2.5) | - | - | (37.2) |
| Borrowings | - | - | - | - | - | - |
| Other | (0.4) | (5.3) | - | - | 0.1 | (5.6) |
| Netting DTA/DTL | 13.3 | - | - | - | (0.5) | 12.8 |
| Total deferred tax liability | (25.3) | (1.8) | (2.5) | - | (0.4) | (30.0) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (23.8) | (7.6) | 3.6 | 0.1 | - | (27.7) |
A deferred tax asset is recognized to the extent that it is probable that sufficient and suitable future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. It is considered whether sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity are available which will result in taxable amounts against which the unused tax losses or unused tax credits can be utilised before they expire. Relevant tax law is considered to determine the availability of the losses to offset against the taxable profits in the future. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the entities for which the deferred tax asset has been recognized and is therefore inherently uncertain.
At this stage it is only for the French tax group headed by AdUX SA and for Azerion UK Ltd considered probable that taxable profits will be available against which certain unused tax losses can be utilized. For all other Azerion group entities, the Company only recognizes deferred tax assets on tax losses to the extent that taxable temporary differences will reverse, against which these losses can be utilized. The remaining tax losses are not recognised and are disclosed below.
The majority of the Deferred tax asset and approximately \u20ac 15.8 million of the Deferred tax liability is expected to reverse after more than 12 months.
The Company has assessed differences between the Company's tax basis in any of its investments and the book basis in its investment (outside basis). Based on this assessment no outside basis differences have been identified that give rise to the recognition of a deferred tax liability.
Deferred tax assets have not been recognized in respect of the following items, as it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Tax losses | 276.9 | 270.2 |
| Unrecognized losses | 216.2 | 220.3 |
| Expire | 8.8 | 23.6 |
| Never expire | 207.4 | 196.7 |
In addition to the unrecognized losses above, deferred tax assets of \u20ac 21.6 million have not been recognized in relation to other temporary differences.\u00a0
| 2025 | 2026 | 2027 | 2028 | 2029 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|
| Total loss carried forward | - | - | - | - | - | 10.2 | 266.7 | 276.9 |
| Loss carried forward not recognized in deferred tax assets | - | - | - | - | - | 8.8 | 207.4 | 216.2 |
| Total recognized | - | - | - | - | - | 1.4 | 59.3 | 60.7 |
As of 1 January 2022 the Dutch net operating losses can be used for an unlimited time. Note that this applies to net operating losses as of 2013.
| 2024 | 2025 | 2026 | 2027 | 2028 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|
| Total loss carried forward | - | - | - | - | - | 25.1 | 245.1 | 270.2 |
| Loss carried forward not recognized in deferred tax assets | - | - | - | - | - | 23.6 | 196.7 | 220.3 |
| Total recognized | - | - | - | - | - | 1.5 | 48.4 | 49.9 |
Azerion takes income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management\u2019s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company\u2019s financial position, statements of operations or cash flows.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-ad1512830349010d": { "value": "| Balance as of 1 January 2024 | Recognized in profit or loss | Recognized directly in equity | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2024 | |
|---|---|---|---|---|---|---|---|
| Property, plant and equipment | 0.1 | 0.1 | - | - | - | - | 0.2 |
| Intangible assets | 1.7 | - | - | - | - | - | 1.7 |
| Pensions | 0.1 | - | - | - | - | - | 0.1 |
| Tax loss carry forwards | 12.4 | 1.9 | - | 0.8 | - | - | 15.1 |
| Other | 0.9 | (0.6) | - | - | - | - | 0.3 |
| Netting DTA/DTL | (12.9) | - | - | - | - | (3.0) | (15.9) |
| Total deferred tax asset | 2.3 | 1.4 | - | 0.8 | - | (3.0) | 1.5 |
| \u00a0 | Balance as of 1 January 2024 | Recognized in profit or loss | Recognized directly in equity | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2024 |
|---|---|---|---|---|---|---|---|
| Intangible assets | (37.2) | 3.7 | (0.1) | (1.2) | - | - | (34.8) |
| Borrowings | - | - | - | - | - | - | - |
| Other | (5.6) | 5.1 | - | - | - | (1.0) | (1.5) |
| Netting DTA/DTL | 12.9 | - | - | - | - | 3.0 | 15.9 |
| Total deferred tax liability | (30.0) | 8.8 | (0.1) | (1.2) | - | 2.1 | (20.4) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (27.7) | 10.2 | (0.1) | (0.4) | - | (0.9) | (18.9) |
| Balance as of 1 January 2023 | Recognized in profit or loss | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2023 | |
|---|---|---|---|---|---|---|
| Property, plant and equipment | 0.6 | (0.5) | - | - | - | 0.1 |
| Intangible assets | 2.1 | (0.4) | - | - | - | 1.7 |
| Pensions | 0.1 | - | - | - | - | 0.1 |
| Tax loss carry forwards | 11.6 | (5.3) | 6.1 | - | - | 12.4 |
| Other | 0.4 | 0.4 | - | 0.1 | - | 0.9 |
| Netting DTA/DTL | (13.3) | - | - | - | 0.4 | (12.9) |
| Total deferred tax asset | 1.5 | (5.8) | 6.1 | 0.1 | 0.4 | 2.3 |
| \u00a0 | Balance as of 1 January 2023 | Recognized in profit or loss | Acquired in business combinations | Exchange rate effect | Other | Balance as of 31 December 2023 |
|---|---|---|---|---|---|---|
| Intangible assets | (38.2) | 3.5 | (2.5) | - | - | (37.2) |
| Borrowings | - | - | - | - | - | - |
| Other | (0.4) | (5.3) | - | - | 0.1 | (5.6) |
| Netting DTA/DTL | 13.3 | - | - | - | (0.5) | 12.8 |
| Total deferred tax liability | (25.3) | (1.8) | (2.5) | - | (0.4) | (30.0) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (23.8) | (7.6) | 3.6 | 0.1 | - | (27.7) |
A deferred tax asset is recognized to the extent that it is probable that sufficient and suitable future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. It is considered whether sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity are available which will result in taxable amounts against which the unused tax losses or unused tax credits can be utilised before they expire. Relevant tax law is considered to determine the availability of the losses to offset against the taxable profits in the future. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the entities for which the deferred tax asset has been recognized and is therefore inherently uncertain.
At this stage it is only for the French tax group headed by AdUX SA and for Azerion UK Ltd considered probable that taxable profits will be available against which certain unused tax losses can be utilized. For all other Azerion group entities, the Company only recognizes deferred tax assets on tax losses to the extent that taxable temporary differences will reverse, against which these losses can be utilized. The remaining tax losses are not recognised and are disclosed below.
The majority of the Deferred tax asset and approximately \u20ac 15.8 million of the Deferred tax liability is expected to reverse after more than 12 months.
The Company has assessed differences between the Company's tax basis in any of its investments and the book basis in its investment (outside basis). Based on this assessment no outside basis differences have been identified that give rise to the recognition of a deferred tax liability.
Deferred tax assets have not been recognized in respect of the following items, as it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Tax losses | 276.9 | 270.2 |
| Unrecognized losses | 216.2 | 220.3 |
| Expire | 8.8 | 23.6 |
| Never expire | 207.4 | 196.7 |
In addition to the unrecognized losses above, deferred tax assets of \u20ac 21.6 million have not been recognized in relation to other temporary differences.\u00a0
| 2025 | 2026 | 2027 | 2028 | 2029 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|
| Total loss carried forward | - | - | - | - | - | 10.2 | 266.7 | 276.9 |
| Loss carried forward not recognized in deferred tax assets | - | - | - | - | - | 8.8 | 207.4 | 216.2 |
| Total recognized | - | - | - | - | - | 1.4 | 59.3 | 60.7 |
As of 1 January 2022 the Dutch net operating losses can be used for an unlimited time. Note that this applies to net operating losses as of 2013.
| 2024 | 2025 | 2026 | 2027 | 2028 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|
| Total loss carried forward | - | - | - | - | - | 25.1 | 245.1 | 270.2 |
| Loss carried forward not recognized in deferred tax assets | - | - | - | - | - | 23.6 | 196.7 | 220.3 |
| Total recognized | - | - | - | - | - | 1.5 | 48.4 | 49.9 |
Azerion takes income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include the interpretation of income tax laws applied to complex transactions. The Company periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management\u2019s best judgment given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information, the Company believes that the ultimate resolution of such matters will not have a material effect on the Company\u2019s financial position, statements of operations or cash flows.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-9c00122e0349010d": { "value": "The related parties of the Company are entities and individuals capable of exercising control, joint control or significant influence over the Company and companies belonging to Azerion Group N.V. In addition, members of the Management Board, executives with strategic responsibilities and their close family members are also considered related parties. The Company carries out transactions with its related parties on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved.
As at 31 December 2024, KMP consists of 2 members of the Management Board (31 December 2023: 2) and 7 members of the Executive Committee (31 December 2023: 3) that form the leadership team and 4 members of the Supervisory Board (31 December 2023: 5).
The total remuneration of key management personnel was as follows:
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Short-term employee benefits | 3.2 | 2.8 |
| Share-based payment benefits | 0.1 | 0.3 |
| Remuneration of key management personnel | 3.3 | 3.1 |
On 17 March 2020, the Group entered into a loan agreement with its shareholder Principion Holding B.V., lending the shareholder a total principal amount of \u20ac 24.6 million at 1.0% interest rate, which subsequently increased to 4.0%. The loan was classified as subsequently measured at amortised cost. Further amounts were advanced on the same terms after the initial agreement and after repayments and interest accrual the balance as at 31 December 2022 amounted to \u20ac 34.7 million (See Non-current financial assets ).
At the same time, the Group had subordinated loans payable to Principion Holding B.V. classified as equity instruments in the Group's statement of financial position as at 31 December 2022 (see Equity). The loans included an equity redemption option of outstanding loan balances, in addition to a cash redemption option, and were redeemable by issuing 2,621,147 shares in the issued share capital of Azerion Group N.V. The decision to redeem the loans in equity or cash was with Azerion Group N.V.\u00a0 The loans had a duration until the earlier of (i) the redemption of the Group's senior secured bonds with ISIN SE0015837794 and (ii) 28th April 2024. As a result of the bonds being refinanced, the subordinated loans became payable as from 31 October 2023.
On 11 December 2023, the Group entered into the Loan Settlement, Amendment, Share Pledge and Call Option Agreement with Principion Holding B.V, according to which:
In 2024 the total balance of the Loan to shareholder and the Call option was reclassified from Non-current financial assets to Other receivables as the maturity date was\u00a031 March 2025 (see Trade and other receivables). However, the parties since then agreed on prolongation of the Loan Receivable and the Call Option. Please refer to Subsequent events for more details.
Interest of \u20ac 0.8 million was accrued on the loan to Principion Holding B.V. in 2024, recorded Net finance costs\u00a0(2023: \u20ac\u00a01.3\u00a0million).
Loss of \u20ac 6.8 million on remeasurement of the Call option fair value in 2024 was recorded in\u00a0Net finance costs\u00a0(2023: \u20ac\u00a01.0\u00a0million). \u20ac 2.1 million out of the total amount was recorded as part of the Non-current financial assets movement and the rest in Trade and other receivables. For assumptions used in the measurement of the fair value of the Call option please refer to Fair value measurement.
The agreements described above were approved by Azerion's management board and supervisory board. For further details see Non-current financial assets and Trade and other receivables.
In the SPA\u2019s entered into by Azerion with Genba, Strossle and Admeen a guaranteed value of the shares had been agreed. If the share price dropped, Azerion needed to give the sellers extra shares to make up for the difference which, under an agreement between Azerion Group N.V. and Principion Holding B.V. entered into at the time of the De-SPAC transaction, Principion Holding B.V. agreed to cover. The settlement with the sellers of Strossle and Admeen has been finalized with Principion Holding B.V. during the financial year 2023. Principion Holding B.V. has given 177,727 shares to the sellers of Admeen and 314,365 shares to the sellers of Strossle to cover the drop in the share price.\u00a0
The settlement with the sellers of Genba has been finalized with Principion Holding B.V. during the financial year 2024. Principion Holding B.V. has given 599,192 shares to the sellers of Genba to cover the drop in the share price. Consequently, as of 31 December 2024 Azerion Group N.V. has no remaining receivable from Principion Holding B.V. to cover the drop in the share price relating to the guaranteed value remaining (2023: \u20ac 0.8 million).
Azerion Holding B.V. (Azerion Holding) had a lease agreement with Cornellia SR1 B.V., for the property located at 182 Beech Avenue, Schiphol-Rijk, The Netherlands. This lease agreement was terminated as at 1st of August 2023 via a settlement agreement. As a result of the lease termination a settlement fee was paid in 2023 of \u20ac 1.5 million and an additional gain (non-cash) on the early cancellation was realized of \u20ac 0.3 million.
In 2020 Azerion Holding B.V. entered into a lease agreement which came into effect from 1 May 2021 with Cornellia SR2 B.V. for the property located at Boeing Avenue 30 and it will terminate on 30 April 2026. The lease agreement resulted in the following being recognised:
Cornellia SR1 B.V. and Cornellia SR2 B.V. are companies owned and controlled by shareholders of Principion Holding B.V. therefore Azerion qualified the lease agreements with Cornellia SR1 B.V. and Cornellia SR2 B.V. as related party transactions.
In 2021 Triodor Arastirma Gelistirme Yazlim Ve Bilisim Ticaret Ltd Sti, a wholly owned subsidiary of Azerion Group N.V. entered into lease agreements with Brick Realestate Gayrimenkul Yatirim Ltd. Sti. The lease agreement is due to terminate on 31 December 2025.\u00a0Azerion considers Brick Real Estate a related party, as it is controlled by Principion Holding B.V.\u00a0
The lease agreements resulted in the following being recognized:
The weighted average IBR applied in 2024 to lease liabilities was 8.1% (2023: 8.4%). For further details see Leases.
The group has rental agreements for two apartments in the Netherlands to use as a temporary accommodation for new Azerion employees who are relocating to the Netherlands. Total amount of rent expense for both apartments was \u20ac 43 thousand for the year 2024 (2023: \u20ac 41 thousand). One of the landlords of the apartments for which a rental agreement has been signed is a key management member in the group and the other landlord is a family member of a key management member and are therefore considered as related parties.
Certain subsidiaries of Azerion have entered into a non-recourse factoring agreement with Lidion Bank plc. As a result of such factoring agreement, the total amount of receivables factored and derecognized as at 31 December 2024 is amounting to \u20ac 79.7 million (2023: \u20ac 70.0 million) and interest expense recognized in profit and loss is amounting to \u20ac 8.0 million (2023: \u20ac 4.5 million). The total amount of liabilities due to non-recourse factoring is amounting to \u20ac 32.0 million as of 31 December 2024 (2023: \u20ac 25.6 million).\u00a0
Azerion considers Lidion Bank plc a related party, since the co-CEOs own, through their personal holding companies, an indirect 72.74% shareholding in Lidion Bank plc.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-759521940349010d": { "value": "The related parties of the Company are entities and individuals capable of exercising control, joint control or significant influence over the Company and companies belonging to Azerion Group N.V. In addition, members of the Management Board, executives with strategic responsibilities and their close family members are also considered related parties. The Company carries out transactions with its related parties on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithRelatedPartiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-fed01cba0349010d": { "value": "As at 31 December 2024, KMP consists of 2 members of the Management Board (31 December 2023: 2) and 7 members of the Executive Committee (31 December 2023: 3) that form the leadership team and 4 members of the Supervisory Board (31 December 2023: 5).
The total remuneration of key management personnel was as follows:
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Short-term employee benefits | 3.2 | 2.8 |
| Share-based payment benefits | 0.1 | 0.3 |
| Remuneration of key management personnel | 3.3 | 3.1 |
The Group\u2019s principal subsidiaries at 31 December 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The registered office is also their principal place of business.
List of subsidiaries
| Registered office | 31 December 2024 | 31 December 2023 | |
|---|---|---|---|
| Adexpert SPRL1 | Oudergem (BE) | - | 100 |
| Admeen B.V. | Hattemerbroek (NL) | 51 | 51 |
| AdUX Benelux SPRL | Oudergem (BE) | 100 | 100 |
| AdUX SA | Paris (FR) | 54.95 | 54.95 |
| Artificial Intelligence for Performance SLU | Madrid (ES) | 100 | 100 |
| Azerion AG | D\u00fcsseldorf (DE) | 100 | 100 |
| Azerion Belgium SRL | Oudergem (BE) | 100 | 100 |
| Azerion Danmark ApS (former Strossle Denmark ApS) | Copenhagen (DK) | 100 | 100 |
| Azerion Finland OY | Helsinki (FI) | 100 | 100 |
| Azerion France SARL | Paris (FR) | 100 | 100 |
| Azerion Games en Content Holding B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Gaming B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion IP B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Italy Srl | Milan (IT) | 100 | 100 |
| Azerion JGH B.V. (former Youda Games Holding B.V.)12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Metaverse B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Nederland B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Norway AS | Oslo (NO) | 100 | 100 |
| Azerion Platform FR SAS (former Madvertise Media SAS) | Paris (FR) | 100 | 100 |
| Azerion Portugal Lda | Lisbon (PT) | 75 | 75 |
| Azerion Productions Casual B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions E-Business B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions GD B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions PG B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions Services B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Services B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Spain S.L. | Madrid (ES) | 100 | 100 |
| Azerion Sports B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Sverige AB (former Strossle International AB) | Stockholm (SE) | 100 | 100 |
| Azerion Sweden AB1 | Stockholm (SE) | - | 100 |
| Azerion Sweden SB AB1 | Stockholm (SE) | - | 100 |
| Azerion Tech Engineering B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Tech Holding B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Tech Productions B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Technology B.V. (former Improve Digital Ltd)2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion UK Ltd | London (GB) | 100 | 100 |
| Azerion US Inc. | New Castle, DE (US) | 100 | 100 |
| Collective Europe Ltd3 | London (GB) | - | 100 |
| Delta Projects AB1 | Stockholm (SE) | - | 100 |
| Delta Projects AS | Oslo (NO) | 100 | 100 |
| Delta Projects Denmark ApS1 | Copenhagen (DK) | - | 100 |
| Delta Projects Deutschland GmbH | D\u00fcsseldorf (DE) | 100 | 100 |
| Delta Projects Netherlands B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Funtomic Ltd | Ramat Gan (IL) | 100 | 100 |
| Genba Digital Ltd | London (GB) | 100 | 100 |
| Goldbach Audience Austria GmbH | Vienna (AT) | 100 | - |
| Goldbach Austria GmbH | Vienna (AT) | 100 | - |
| Goldbach Media Austria GmbH | Vienna (AT) | 100 | - |
| Hawk Belgium SRL1 | Uccle (BE) | - | 100 |
| Hawk France SAS | Paris (FR) | 100 | 100 |
| Hawk GmbH | Frankfurt (DE) | 100 | 100 |
| Hawk Platform Ltd (Tabmo) | London (GB) | 100 | 100 |
| Hawk SAS1 | Paris (FR) | - | 100 |
| Hi-Media Nederland B.V.23 | Hilversum (NL) | - | 100 |
| Hybrid Theory BCN SL3 | Barcelona (ES) | - | 100 |
| Hybrid Theory Global Ltd | Loughton (GB) | 100 | 100 |
| Hybrid Theory Limited3 | Hong Kong (HK) | - | 100 |
| Hybrid Theory Pte Ltd | Singapore (SG) | 100 | 100 |
| Infinia Brazil Publicidade Digital Ltda | S\u00e3o Paulo (BR) | 100 | 100 |
| Infinia Mobile Chile SPA | Santiago (CL) | 100 | 100 |
| Infinia Mobile Colombia SAS | Bogota (CO) | 100 | 100 |
| Infinia Mobile Peru SRL | Lima (PE) | 100 | 100 |
| Infinia Mobile S.L. | Madrid (ES) | 100 | 100 |
| InSkin Media Asia Limited | Hong Kong (HK) | 100 | 100 |
| InSkin Media Australia Pty Ltd | Epping (AU) | 100 | 100 |
| InSkin Media GmbH | Hamburg (DE) | 100 | 100 |
| InSkin Media Singapore PTE Ltd | Singapore (SG) | 100 | 100 |
| Keygames Network B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| KMobile AB1 | Stockholm (SE) | - | 100 |
| Latinia US Corp1 | Miami (US) | - | 100 |
| Local Media SARL | Paris (FR) | 99.99 | 99.99 |
| Mforma Europe Ltd | London (GB) | 100 | 100 |
| Mmedia B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Monolith Partners SAS | Paris (FR) | 100 | 100 |
| PDPH SA | Oudergem (BE) | 100 | - |
| Playcade Interactive GmbH | Hamburg (DE) | 100 | 100 |
| Plinga GmbH | Berlin (DE) | 100 | 100 |
| Produpress SA | Oudergem (BE) | 100 | - |
| Quantum Advertising GmbH | Neuss (DE) | 100 | 100 |
| Quantum Advertising Nederland B.V.2 | Rotterdam (NL) | 100 | 100 |
| Quantum Belgium SPRL1 | Oudergem (BE) | - | 100 |
| Quantum Native Solutions Italia SRL | Milan (IT) | 100 | 100 |
| Quantum Publicidad S.L. | Madrid (ES) | 100 | 100 |
| Quantum SAS | Paris (FR) | 100 | 100 |
| Radionomy Group B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Radionomy Inc.1 | Dover, DE (US) | - | 100 |
| Radionomy SA | Oudergem (BE) | 100 | 100 |
| Right Audience SA de CV | Mexico City (MX) | 100 | 100 |
| Rocabee Ltd | London (GB) | 100 | 100 |
| Shoutcast SRL1 | Oudergem (BE) | - | 100 |
| sMeet Communications GmbH | Berlin (DE) | 100 | 100 |
| SPIL GAMES Group B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Strossle Czech Republic s.r.o.4 | Prague (CZ) | - | 100 |
| Strossle Denmark ApS | Copenhagen (DK) | 100 | 100 |
| Strossle Finland OY | Helsinki (FI) | 100 | 100 |
| Strossle Hungary KFT. | Budapest (HU) | 100 | 100 |
| Strossle Italia Srl | Milan (IT) | 100 | 100 |
| Strossle Norge AS | Oslo (NO) | 100 | 100 |
| Sublime Skinz Asia Private Limited | Singapore (SG) | 100 | 100 |
| Sublime Skinz GmbH3 | Hamburg (DE) | 100 | 100 |
| Sublime Skinz Labs SAS | Paris (FR) | 100 | 100 |
| Sublime Skinz Limited3 | London (GB) | - | 100 |
| Sublime Skinz SASU1 | Paris (FR) | - | 100 |
| Sulake OY | Helsinki (FI) | 100 | 100 |
| Sulake Spain SLU | Madrid (ES) | 100 | 100 |
| Sulake UK Ltd3 | Berkshire (GB) | - | 100 |
| TabMo Inc1 | New Castle, DE (US) | - | 100 |
| TargetSpot Belgium SRL | Oudergem (BE) | 100 | 100 |
| TargetSpot Deutschland GmbH | Cologne (DE) | 100 | 100 |
| TargetSpot Espana SL | Madrid (ES) | 100 | 100 |
| TargetSpot Inc.1 | New Castle, DE (US) | - | 100 |
| TargetSpot UK Ltd | London (GB) | 100 | 100 |
| Titan Gate EAD (Pubgalaxy) | Varna (BG) | 100 | 100 |
| Triodor Arge TR | Istanbul (TR) | 100 | 100 |
| Triodor Holding B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Veedly S.r.l1 | Milan (IT) | - | 100 |
| View&Buy International S.L3 | Madrid (ES) | - | 100 |
| Vlyby Digital GmbH | Munich (DE) | 100 | 100 |
| Voidu B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| WHOW Games GmbH | Hamburg (DE) | 100 | 100 |
| Whow Marketing GmbH | Hamburg (DE) | 100 | 100 |
| Widespace Bangladesh Ltd. | Dhaka (BD) | 100 | 100 |
| Widespace B.V. (former Azerion Media Sales)12 | Schiphol-Rijk (NL) | - | 100 |
| WoozWorld Inc4 | Toronto (CA) | - | 100 |
| Zoom.in Beijing Co., Ltd. | Beijing (CHN) | 100 | 100 |
| Zoom.in Brasil Ltda. | S\u00e3o Paulo (BR) | 100 | 100 |
| Zoom.in Deutschland GmbH | Berlin (DE) | 100 | 100 |
| Zoom.in Group B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Zoom.in Italia Sarl3 | Milan (IT) | - | 100 |
| Zoom.in Mexico CV de SA | Mexico (MX) | 100 | 100 |
The AdUX group represents a subsidiary with a material non-controlling interest which has a material impact on the results of the group. The AdUX group includes all the subsidiaries of the Group with non-controlling interest, except Admeen B.V. (which is immaterial). Summary financial information relating to the activities of the AdUX group are presented below.
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Sales | 24.6 | 22.1 |
| Cost of sales | (14.1) | (11.7) |
| Gross profit | 10.5 | 10.4 |
| Purchases | (3.1) | (3.1) |
| Payroll costs | (3.0) | (3.6) |
| Depreciation and amortisation | (1.2) | (1.2) |
| Other income and charges | (0.1) | (0.1) |
| Operating profit | 3.1 | 2.4 |
| Cost of indebtedness | (0.3) | (0.2) |
| Other financial income and charges | - | 0.1 |
| Earnings before tax | 2.8 | 2.3 |
| Income Tax | 0.9 | (0.1) |
| Net income | 3.7 | 2.2 |
| Including Group share | 3.7 | 2.2 |
| \u00a0 | 2024 | 2023 |
|---|---|---|
| Assets | ||
| Net Goodwill | 2.5 | 2.5 |
| Net intangible fixed assets | 0.6 | 0.5 |
| Net tangible fixed assets | - | 0.1 |
| Right-of-use assets related to leases | 0.9 | 0.2 |
| Deferred tax assets | 1.0 | - |
| Non-current financial assets | 0.2 | 0.2 |
| Non-current assets | 5.2 | 3.5 |
| Customers and other debtors | 26.9 | 25.9 |
| Other current assets | 7.2 | 9.0 |
| Cash and cash equivalents | 2.0 | 1.9 |
| Current assets | 36.1 | 36.8 |
| Total assets | 41.3 | 40.3 |
| Equity and liabilities | \u00a0 | \u00a0 |
| Shareholders\u2019 equity | 2.4 | (1.4) |
| Long-term borrowings and financial liabilities | - | 0.1 |
| Long-term lease liabilities | 0.2 | 0.1 |
| Non-current Provisions | 0.2 | 0.3 |
| Non-current liabilities | 0.4 | 0.5 |
| Short-term financial liabilities and bank overdrafts | 4.5 | 3.5 |
| Short-term lease liabilities | 0.7 | 0.2 |
| Current provisions | 0.3 | 0.1 |
| Suppliers and other creditors | 26.1 | 28.2 |
| Other current debts and liabilities | 6.9 | 9.2 |
| Current liabilities | 38.5 | 41.2 |
| Total equity and liabilities | 41.3 | 40.3 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Net cashflow from operating activities | 1.3 | (0.8) |
| Net cashflow from investing activities | (0.4) | (0.4) |
| Net cash flow from financing activities | (0.8) | 1.1 |
| Net cash flow for the period | 0.1 | (0.1) |
| Cash and cash equivalents on 1 January | 1.9 | 2.0 |
| Cash and cash equivalents at the end of the period | 2.0 | 1.9 |
The Group\u2019s principal subsidiaries at 31 December 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The registered office is also their principal place of business.
List of subsidiaries
| Registered office | 31 December 2024 | 31 December 2023 | |
|---|---|---|---|
| Adexpert SPRL1 | Oudergem (BE) | - | 100 |
| Admeen B.V. | Hattemerbroek (NL) | 51 | 51 |
| AdUX Benelux SPRL | Oudergem (BE) | 100 | 100 |
| AdUX SA | Paris (FR) | 54.95 | 54.95 |
| Artificial Intelligence for Performance SLU | Madrid (ES) | 100 | 100 |
| Azerion AG | D\u00fcsseldorf (DE) | 100 | 100 |
| Azerion Belgium SRL | Oudergem (BE) | 100 | 100 |
| Azerion Danmark ApS (former Strossle Denmark ApS) | Copenhagen (DK) | 100 | 100 |
| Azerion Finland OY | Helsinki (FI) | 100 | 100 |
| Azerion France SARL | Paris (FR) | 100 | 100 |
| Azerion Games en Content Holding B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Gaming B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion IP B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Italy Srl | Milan (IT) | 100 | 100 |
| Azerion JGH B.V. (former Youda Games Holding B.V.)12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Metaverse B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Nederland B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Norway AS | Oslo (NO) | 100 | 100 |
| Azerion Platform FR SAS (former Madvertise Media SAS) | Paris (FR) | 100 | 100 |
| Azerion Portugal Lda | Lisbon (PT) | 75 | 75 |
| Azerion Productions Casual B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions E-Business B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions GD B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions PG B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Productions Services B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Services B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Spain S.L. | Madrid (ES) | 100 | 100 |
| Azerion Sports B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Sverige AB (former Strossle International AB) | Stockholm (SE) | 100 | 100 |
| Azerion Sweden AB1 | Stockholm (SE) | - | 100 |
| Azerion Sweden SB AB1 | Stockholm (SE) | - | 100 |
| Azerion Tech Engineering B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Tech Holding B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Tech Productions B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Azerion Technology B.V. (former Improve Digital Ltd)2 | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion UK Ltd | London (GB) | 100 | 100 |
| Azerion US Inc. | New Castle, DE (US) | 100 | 100 |
| Collective Europe Ltd3 | London (GB) | - | 100 |
| Delta Projects AB1 | Stockholm (SE) | - | 100 |
| Delta Projects AS | Oslo (NO) | 100 | 100 |
| Delta Projects Denmark ApS1 | Copenhagen (DK) | - | 100 |
| Delta Projects Deutschland GmbH | D\u00fcsseldorf (DE) | 100 | 100 |
| Delta Projects Netherlands B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Funtomic Ltd | Ramat Gan (IL) | 100 | 100 |
| Genba Digital Ltd | London (GB) | 100 | 100 |
| Goldbach Audience Austria GmbH | Vienna (AT) | 100 | - |
| Goldbach Austria GmbH | Vienna (AT) | 100 | - |
| Goldbach Media Austria GmbH | Vienna (AT) | 100 | - |
| Hawk Belgium SRL1 | Uccle (BE) | - | 100 |
| Hawk France SAS | Paris (FR) | 100 | 100 |
| Hawk GmbH | Frankfurt (DE) | 100 | 100 |
| Hawk Platform Ltd (Tabmo) | London (GB) | 100 | 100 |
| Hawk SAS1 | Paris (FR) | - | 100 |
| Hi-Media Nederland B.V.23 | Hilversum (NL) | - | 100 |
| Hybrid Theory BCN SL3 | Barcelona (ES) | - | 100 |
| Hybrid Theory Global Ltd | Loughton (GB) | 100 | 100 |
| Hybrid Theory Limited3 | Hong Kong (HK) | - | 100 |
| Hybrid Theory Pte Ltd | Singapore (SG) | 100 | 100 |
| Infinia Brazil Publicidade Digital Ltda | S\u00e3o Paulo (BR) | 100 | 100 |
| Infinia Mobile Chile SPA | Santiago (CL) | 100 | 100 |
| Infinia Mobile Colombia SAS | Bogota (CO) | 100 | 100 |
| Infinia Mobile Peru SRL | Lima (PE) | 100 | 100 |
| Infinia Mobile S.L. | Madrid (ES) | 100 | 100 |
| InSkin Media Asia Limited | Hong Kong (HK) | 100 | 100 |
| InSkin Media Australia Pty Ltd | Epping (AU) | 100 | 100 |
| InSkin Media GmbH | Hamburg (DE) | 100 | 100 |
| InSkin Media Singapore PTE Ltd | Singapore (SG) | 100 | 100 |
| Keygames Network B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| KMobile AB1 | Stockholm (SE) | - | 100 |
| Latinia US Corp1 | Miami (US) | - | 100 |
| Local Media SARL | Paris (FR) | 99.99 | 99.99 |
| Mforma Europe Ltd | London (GB) | 100 | 100 |
| Mmedia B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Monolith Partners SAS | Paris (FR) | 100 | 100 |
| PDPH SA | Oudergem (BE) | 100 | - |
| Playcade Interactive GmbH | Hamburg (DE) | 100 | 100 |
| Plinga GmbH | Berlin (DE) | 100 | 100 |
| Produpress SA | Oudergem (BE) | 100 | - |
| Quantum Advertising GmbH | Neuss (DE) | 100 | 100 |
| Quantum Advertising Nederland B.V.2 | Rotterdam (NL) | 100 | 100 |
| Quantum Belgium SPRL1 | Oudergem (BE) | - | 100 |
| Quantum Native Solutions Italia SRL | Milan (IT) | 100 | 100 |
| Quantum Publicidad S.L. | Madrid (ES) | 100 | 100 |
| Quantum SAS | Paris (FR) | 100 | 100 |
| Radionomy Group B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Radionomy Inc.1 | Dover, DE (US) | - | 100 |
| Radionomy SA | Oudergem (BE) | 100 | 100 |
| Right Audience SA de CV | Mexico City (MX) | 100 | 100 |
| Rocabee Ltd | London (GB) | 100 | 100 |
| Shoutcast SRL1 | Oudergem (BE) | - | 100 |
| sMeet Communications GmbH | Berlin (DE) | 100 | 100 |
| SPIL GAMES Group B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Strossle Czech Republic s.r.o.4 | Prague (CZ) | - | 100 |
| Strossle Denmark ApS | Copenhagen (DK) | 100 | 100 |
| Strossle Finland OY | Helsinki (FI) | 100 | 100 |
| Strossle Hungary KFT. | Budapest (HU) | 100 | 100 |
| Strossle Italia Srl | Milan (IT) | 100 | 100 |
| Strossle Norge AS | Oslo (NO) | 100 | 100 |
| Sublime Skinz Asia Private Limited | Singapore (SG) | 100 | 100 |
| Sublime Skinz GmbH3 | Hamburg (DE) | 100 | 100 |
| Sublime Skinz Labs SAS | Paris (FR) | 100 | 100 |
| Sublime Skinz Limited3 | London (GB) | - | 100 |
| Sublime Skinz SASU1 | Paris (FR) | - | 100 |
| Sulake OY | Helsinki (FI) | 100 | 100 |
| Sulake Spain SLU | Madrid (ES) | 100 | 100 |
| Sulake UK Ltd3 | Berkshire (GB) | - | 100 |
| TabMo Inc1 | New Castle, DE (US) | - | 100 |
| TargetSpot Belgium SRL | Oudergem (BE) | 100 | 100 |
| TargetSpot Deutschland GmbH | Cologne (DE) | 100 | 100 |
| TargetSpot Espana SL | Madrid (ES) | 100 | 100 |
| TargetSpot Inc.1 | New Castle, DE (US) | - | 100 |
| TargetSpot UK Ltd | London (GB) | 100 | 100 |
| Titan Gate EAD (Pubgalaxy) | Varna (BG) | 100 | 100 |
| Triodor Arge TR | Istanbul (TR) | 100 | 100 |
| Triodor Holding B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| Veedly S.r.l1 | Milan (IT) | - | 100 |
| View&Buy International S.L3 | Madrid (ES) | - | 100 |
| Vlyby Digital GmbH | Munich (DE) | 100 | 100 |
| Voidu B.V.2 | Schiphol-Rijk (NL) | 100 | 100 |
| WHOW Games GmbH | Hamburg (DE) | 100 | 100 |
| Whow Marketing GmbH | Hamburg (DE) | 100 | 100 |
| Widespace Bangladesh Ltd. | Dhaka (BD) | 100 | 100 |
| Widespace B.V. (former Azerion Media Sales)12 | Schiphol-Rijk (NL) | - | 100 |
| WoozWorld Inc4 | Toronto (CA) | - | 100 |
| Zoom.in Beijing Co., Ltd. | Beijing (CHN) | 100 | 100 |
| Zoom.in Brasil Ltda. | S\u00e3o Paulo (BR) | 100 | 100 |
| Zoom.in Deutschland GmbH | Berlin (DE) | 100 | 100 |
| Zoom.in Group B.V.12 | Schiphol-Rijk (NL) | - | 100 |
| Zoom.in Italia Sarl3 | Milan (IT) | - | 100 |
| Zoom.in Mexico CV de SA | Mexico (MX) | 100 | 100 |
IFRS 13 establishes a hierarchy that categorizes into three levels the inputs used to measure fair value by giving the highest priority to quoted prices (unadjusted) in active markets for identical assets and liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases, the inputs used to measure the fair value of an asset or a liability might be categorized within different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy at the lowest level input that is significant to the entire measurement. Levels used in the hierarchy are as follows:
Level 1: fair values are based on quoted prices in active markets.
Level 2: fair values are determined based on valuation techniques which use inputs that are based on observable market data.
Level 3: fair values that are determined based on valuation techniques which use inputs that are not based on observable market data.
The majority of the Group financial assets and liabilities are carried at amortised cost using the effective interest method. The fair values of these instruments are not materially different from their carrying values since the instruments are either short-term in nature or the interest rates are on market terms.
There were no transfers between fair value hierarchy levels in 2024 and 2023.
All equity-settled Share-Based Payments are measured at fair value upon the grant date.
For the fair value measurement of the Conditional Special shares and Davey Call Options, recognised as Share-Based Payments a level 3 valuation method was applied at grant date.\u00a0
The HTP Call Options are measured applying the stock market closing price of the shares of Azerion Group N.V. at the transaction date, for the Conditional HTP Call Options a discount was taken into account. This is a level 2 valuation; no other inputs were applied.
For the Azerion Founder Warrants, as the terms and conditions are closely comparable to those of the Public Warrants, the market price of the listed Public Warrants at grant date was applied. This is a Level 2 valuation technique. Aside from the market price of the Public Warrants no other inputs are used.
Share appreciation rights are measured based on the price of the listed shares of Azerion Group N.V. at the Amsterdam Stock Exchange. No other inputs were used.
The liabilities on warrants include Public Warrants and Founder Warrants. The fair value measurement of these instruments is as follows:
With an objective of simplifying the Groups capital structure, the Group and Principion Holding B.V. restructured their borrowing arrangements on 11 December 2023. Principion granted the Group a right to acquire a maximum of 10,548,229 of Azerion's Shares held by Principion, against a price per share which will be the lower of EUR 1.85 or the current share price at the moment of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). The exercise price will, upon each exercise, be set off against the corresponding amount outstanding under the remaining amount owed by Principion.\u00a0
With the introduction of this call option, the receivable is required to be measured at fair value, with gains and losses on remeasurement recognized in profit and loss. For the calculation of the fair value of the call option the Black-Scholes model is used, which is an income approach for valuation purposes. The following assumptions are used in the calculation:
Based on the fact that the inputs for the assumptions are directly or indirectly observable, the Group concludes that the valuation method used was based on Level 2 inputs. There were no changes between the input levels in 2024.
This call option had a fair value of nil as per 31 December 2024 and the fair value loss was fully recognized in profit and loss.\u00a0The observable inputs used for the calculation as at 31 December 2024 were:
| Element | Range or Period |
|---|---|
| Closing price of the listed shares of Azerion Group N.V. | \u20ac 1.16 |
| Annualised volatility of the price of the Azerion Group N.V. shares | 40% |
| Risk free interest rate\u00a0 | 2.49% |
| Remaining exercise period | 1 January 2025 - 31 March 2025 |
| Dividend yield | 0% |
For movement in relation to the receivable refer to Non-current financial assets and\u00a0Trade and other receivables.
The fair value of the continuing involvement asset and liability is calculated by applying a model in which the best estimate of the period of financing, the amount financed and the interest rate charged are the key factors.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-37de19c20349010d": { "value": "The majority of the Group financial assets and liabilities are carried at amortised cost using the effective interest method. The fair values of these instruments are not materially different from their carrying values since the instruments are either short-term in nature or the interest rates are on market terms.
There were no transfers between fair value hierarchy levels in 2024 and 2023.
All equity-settled Share-Based Payments are measured at fair value upon the grant date.
For the fair value measurement of the Conditional Special shares and Davey Call Options, recognised as Share-Based Payments a level 3 valuation method was applied at grant date.\u00a0
The HTP Call Options are measured applying the stock market closing price of the shares of Azerion Group N.V. at the transaction date, for the Conditional HTP Call Options a discount was taken into account. This is a level 2 valuation; no other inputs were applied.
For the Azerion Founder Warrants, as the terms and conditions are closely comparable to those of the Public Warrants, the market price of the listed Public Warrants at grant date was applied. This is a Level 2 valuation technique. Aside from the market price of the Public Warrants no other inputs are used.
Share appreciation rights are measured based on the price of the listed shares of Azerion Group N.V. at the Amsterdam Stock Exchange. No other inputs were used.
The liabilities on warrants include Public Warrants and Founder Warrants. The fair value measurement of these instruments is as follows:
With an objective of simplifying the Groups capital structure, the Group and Principion Holding B.V. restructured their borrowing arrangements on 11 December 2023. Principion granted the Group a right to acquire a maximum of 10,548,229 of Azerion's Shares held by Principion, against a price per share which will be the lower of EUR 1.85 or the current share price at the moment of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). The exercise price will, upon each exercise, be set off against the corresponding amount outstanding under the remaining amount owed by Principion.\u00a0
With the introduction of this call option, the receivable is required to be measured at fair value, with gains and losses on remeasurement recognized in profit and loss. For the calculation of the fair value of the call option the Black-Scholes model is used, which is an income approach for valuation purposes. The following assumptions are used in the calculation:
Based on the fact that the inputs for the assumptions are directly or indirectly observable, the Group concludes that the valuation method used was based on Level 2 inputs. There were no changes between the input levels in 2024.
This call option had a fair value of nil as per 31 December 2024 and the fair value loss was fully recognized in profit and loss.\u00a0The observable inputs used for the calculation as at 31 December 2024 were:
| Element | Range or Period |
|---|---|
| Closing price of the listed shares of Azerion Group N.V. | \u20ac 1.16 |
| Annualised volatility of the price of the Azerion Group N.V. shares | 40% |
| Risk free interest rate\u00a0 | 2.49% |
| Remaining exercise period | 1 January 2025 - 31 March 2025 |
| Dividend yield | 0% |
For movement in relation to the receivable refer to Non-current financial assets and\u00a0Trade and other receivables.
The fair value of the continuing involvement asset and liability is calculated by applying a model in which the best estimate of the period of financing, the amount financed and the interest rate charged are the key factors.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-78b616780349010d": { "value": "This note explains the Group\u2019s exposure to financial risks and how these risks could affect the Group\u2019s future financial performance.
Risk | Exposure arising from | Measurement | Management |
|---|---|---|---|
Market risk \u2013 foreign currency exchange | Future commercial transactions Recognised financial assets and liabilities not denominated in Euros (\u20ac) | Sensitivity analysis | Part of the daily business management |
Credit risk | Cash and cash equivalents, trade and other receivables | Credit ratings | Diversification of bank accounts. Part of the daily business management |
Liquidity risk | Lease liabilities, employee benefit obligations, trade payables, accruals and other liabilities | Maturity analysis | Availability of committed credit lines and borrowing facilities |
Capital risk | Equity and external debts | Ratio analysis | Part of the daily business management |
Susceptibility of the Group to financial risks is monitored as a part of its daily management of the business.
The functional currency of the Group is the Euro. The Group faces currency risks related to the transactions carried out in the currencies other than the functional currency. The objective of the foreign currency risk management is to limit foreign currency exposure, as far as possible, by matching liabilities and cash outflows in foreign currency with respective assets and inflows in foreign currency. Conversion risk remains relatively low and Azerion's business, finance and treasury teams work together to manage evolving foreign exchange risks.\u00a0
The Group\u2019s exposure to foreign currency risk at the end of the reporting period, expressed in Euro currency units, was as follows:
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (46.1) | (15.0) | (0.7) | (0.9) |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Trade and other receivables | 7.6 | 6.8 | 0.4 | 1.2 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 3.8 | 4.1 | 0.2 | 0.2 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (44.7) | (11.5) | (1.0) | (1.1) |
| Exposure | (33.3) | (0.6) | (0.4) | 0.3 |
A possible strengthening (weakening) of the foreign currencies by +/- 10.0% against the local currency of the entities in the group at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Currency strengthening by 10% | (3.1) | (0.7) | (0.1) | 0.1 |
| Currency weakening by 10% | 3.1 | 0.7 | 0.1 | (0.1) |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Currency strengthening by 10% | (3.3) | (0.1) | - | - |
| Currency weakening by 10% | 3.3 | 0.1 | - | - |
Market risk is the risk that changes in market prices \u2013 e.g., interest rates and equity prices \u2013 will affect the Group\u2019s 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 optimising the return.
The Group is mainly subject to changes in the market price of the Public Warrants and Founder Warrants as movements in the fair value of these instruments are directly recognised in profit and loss. As these instruments are directly related to the listed ordinary shares of the Group, movements in the value of the ordinary shares will have an impact on the value of these instruments.\u00a0
However, given the quite immaterial balance of the Public Warrants and Founder Warrants as at 31 December 2024, a reasonably expected change in market prices (10%) will also have a negligible effect on the financial statements of Azerion.
The objective of credit risk management is to minimize the risk of counterparties defaulting on their repayments that could adversely impact the cash flows and lead to losses.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank and deposits are held with high credit quality financial institutions with a credit rating of A or higher.
With respect to trade and other receivables, the Group mitigates the credit risk through a number of different methodologies, including where appropriate the use of credit limits, specified payments periods or other specific contract terms. These receivables are relatively short term in nature. The credit quality of the customer, considering its financial performance, liquidity ratios, past experience and other factors (e.g., funding rounds) is used to assess the credit risk relating to the customer. The compliance with credit limits is monitored regularly by management.\u00a0
The Group relies on a number of third parties to provide payment processing services (\u2018payment service providers\u2019) to collect amounts due from end-users. Payment service providers are financial institutions or credit card companies that the Group believes are of high credit quality.
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade and other receivables | 184.6 | 196.7 |
| Cash at bank | 90.6 | 40.3 |
| Exposure | 275.2 | 237.0 |
The Group's definition of default and write-off policy is based on market practice and the country of operation. The expected credit loss is determined using a combination of approaches, consisting of individual assessment, netting and provision matrix application. Azerion first assesses trade receivables to determine whether individual receivables have facts and circumstances that may cause it to be impaired. These facts (not exhaustive) include historical collectability issues as well as expected future collectability issues due to the nature of the trade receivables or economic conditions experienced. Prior to application of the provision matrix, the non-impaired trade receivables are adjusted for specific trade receivables where a payable position also exists. For these accounts Azerion settles based on the net position thereof (whether receivable or payable). The provision matrix is then applied to non-impaired trade receivables as at the balance sheet date.
When estimating the expected credit losses on AR balances a probability-based provision matrix is typically used based on the Group\u2019s historical credit loss experience, adjusted for factors that are specific to the debtor\u2019s general economic conditions and an assessment of both the current and the forecast direction of conditions at the reporting date. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions was used.
Azerion\u2019s current process in calculating a loss allowance on their trade receivables, which includes an assessment of the probability of default, is facilitated through robustly applying the following metrics per 3rd party debtor to identify debtors for which a doubtful debt allowance may have to be raised:
Changes in the loss allowances balance are recognized in profit or loss as an impairment gain or loss. The allowance is netted with the outstanding gross amount of the trade receivables as at the balance sheet date.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Not due | 68.3 | 67.6 |
| < 30 days | 7.7 | 25.6 |
| 30 < 60 days | 7.7 | 10.6 |
| 60 < 90 days | 4.3 | 2.3 |
| 90 < 120 days | 8.2 | 3.1 |
| 120 < 180 | 1.5 | 4.7 |
| > 180 days. | 10.7 | 10.0 |
| Gross receivables | 108.4 | 123.9 |
| Loss allowance | (4.8) | (4.8) |
| Net receivables | 103.6 | 119.1 |
For details please refer to List of subsidiaries.
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\u2019s approach to managing liquidity is to ensure, as far as possible, that it will meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The liquidity risk management implies maintaining sufficient cash and committed credit facilities by regularly monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.
The table below analyses the Group\u2019s financial liabilities by their remaining period to maturity based on the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows (these amounts may not reconcile to the amounts disclosed on the statement of financial position).
The Group assesses the liquidity risk related to the warrants as limited, also evident by the low current market value of the instruments. In addition, on exercising their warrants, the holders of the Public Warrants have to pay the exercise price to the Group. The holders of the Founder Warrants have a cashless exercise option, and the Azerion Founder Warrants can be exercised cashlessly.
| \u00a0 | within the next 12 months | Between 1 and 5 years | Beyond 5 years |
|---|---|---|---|
| 31 December 2024 | |||
| Trade payables | 137.0 | - | - |
| Accrued liabilities | 97.5 | - | - |
| Lease liabilities | 7.9 | 12.8 | 1.4 |
| Borrowings | 39.2 | 289.7 | - |
| Other liabilities | 42.6 | 15.2 | - |
| Exposure | 324.2 | 317.7 | 1.4 |
| \u00a0 | within the next 12 months | Between 1 and 5 years | Beyond 5 years |
|---|---|---|---|
| 31 December 2023 | |||
| Trade payables | 142.0 | - | - |
| Accrued liabilities | 112.7 | - | - |
| Lease liabilities | 5.3 | 10.0 | 2.7 |
| Borrowings | 21.7 | 202.6 | - |
| Other liabilities | 38.0 | 16.5 | - |
| Exposure | 319.7 | 229.1 | 2.7 |
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings disclosed in Leases, Borrowings and Related parties after deducting cash and bank balances) and equity of the Group (comprising issued capital, reserves, retained earnings and noncontrolling interests as disclosed in Equity and the statement of changes in Equity).
The Group\u2019s Supervisory Board regularly reviews the capital structure of the Company. As part of this review, the Supervisory Board considers the cost of capital and the risks associated with each class of capital. The net debt to equity ratio at 31 December 2024 is 3.5 (see below):
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Debt | (293.6) | (184.6) |
| Cash and cash equivalents | 90.6 | 40.3 |
| Net debt | (203.0) | (144.3) |
| Equity | (57.2) | (109.6) |
| Net debt to equity ratio | 3.5 | 1.3 |
Revenues of approximately \u20ac 65.7 million (2023: \u20ac 75.6 million) representing 11.9% of the Group's total revenues (2023: 14.7%) are derived from a single external customer, Google Ireland Ltd. However, the risk is largely mitigated by: a) Existence of varied customer base for the majority of the Group's revenues;\u00a0 b) The fact that revenues generated from Google Ireland Ltd represent a proxy for diverse revenue streams and underlying bases of many multiple customers spread across the Group's consumer and advertising businesses; and c) the fact that the advertisers and consumers ultimately direct their own spending, and only use Google Ireland Ltd as a method of accessing our content.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-7860115a0349010d": { "value": "The functional currency of the Group is the Euro. The Group faces currency risks related to the transactions carried out in the currencies other than the functional currency. The objective of the foreign currency risk management is to limit foreign currency exposure, as far as possible, by matching liabilities and cash outflows in foreign currency with respective assets and inflows in foreign currency. Conversion risk remains relatively low and Azerion's business, finance and treasury teams work together to manage evolving foreign exchange risks.\u00a0
The Group\u2019s exposure to foreign currency risk at the end of the reporting period, expressed in Euro currency units, was as follows:
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (46.1) | (15.0) | (0.7) | (0.9) |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Trade and other receivables | 7.6 | 6.8 | 0.4 | 1.2 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 3.8 | 4.1 | 0.2 | 0.2 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (44.7) | (11.5) | (1.0) | (1.1) |
| Exposure | (33.3) | (0.6) | (0.4) | 0.3 |
A possible strengthening (weakening) of the foreign currencies by +/- 10.0% against the local currency of the entities in the group at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Currency strengthening by 10% | (3.1) | (0.7) | (0.1) | 0.1 |
| Currency weakening by 10% | 3.1 | 0.7 | 0.1 | (0.1) |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Currency strengthening by 10% | (3.3) | (0.1) | - | - |
| Currency weakening by 10% | 3.3 | 0.1 | - | - |
Market risk is the risk that changes in market prices \u2013 e.g., interest rates and equity prices \u2013 will affect the Group\u2019s 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 optimising the return.
The Group is mainly subject to changes in the market price of the Public Warrants and Founder Warrants as movements in the fair value of these instruments are directly recognised in profit and loss. As these instruments are directly related to the listed ordinary shares of the Group, movements in the value of the ordinary shares will have an impact on the value of these instruments.\u00a0
However, given the quite immaterial balance of the Public Warrants and Founder Warrants as at 31 December 2024, a reasonably expected change in market prices (10%) will also have a negligible effect on the financial statements of Azerion.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-ce641bbb0349010d": { "value": "The functional currency of the Group is the Euro. The Group faces currency risks related to the transactions carried out in the currencies other than the functional currency. The objective of the foreign currency risk management is to limit foreign currency exposure, as far as possible, by matching liabilities and cash outflows in foreign currency with respective assets and inflows in foreign currency. Conversion risk remains relatively low and Azerion's business, finance and treasury teams work together to manage evolving foreign exchange risks.\u00a0
The Group\u2019s exposure to foreign currency risk at the end of the reporting period, expressed in Euro currency units, was as follows:
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (46.1) | (15.0) | (0.7) | (0.9) |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Trade and other receivables | 7.6 | 6.8 | 0.4 | 1.2 |
| Other non-current assets | - | - | - | - |
| Cash and cash equivalents | 3.8 | 4.1 | 0.2 | 0.2 |
| External borrowings | - | - | - | - |
| Trade payables, accruals and other liabilities | (44.7) | (11.5) | (1.0) | (1.1) |
| Exposure | (33.3) | (0.6) | (0.4) | 0.3 |
A possible strengthening (weakening) of the foreign currencies by +/- 10.0% against the local currency of the entities in the group at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2024 | ||||
| Currency strengthening by 10% | (3.1) | (0.7) | (0.1) | 0.1 |
| Currency weakening by 10% | 3.1 | 0.7 | 0.1 | (0.1) |
| \u00a0 | American Dollar | British Pound | Swedish Krona | Other |
|---|---|---|---|---|
| 31 December 2023 | ||||
| Currency strengthening by 10% | (3.3) | (0.1) | - | - |
| Currency weakening by 10% | 3.3 | 0.1 | - | - |
The objective of credit risk management is to minimize the risk of counterparties defaulting on their repayments that could adversely impact the cash flows and lead to losses.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank and deposits are held with high credit quality financial institutions with a credit rating of A or higher.
With respect to trade and other receivables, the Group mitigates the credit risk through a number of different methodologies, including where appropriate the use of credit limits, specified payments periods or other specific contract terms. These receivables are relatively short term in nature. The credit quality of the customer, considering its financial performance, liquidity ratios, past experience and other factors (e.g., funding rounds) is used to assess the credit risk relating to the customer. The compliance with credit limits is monitored regularly by management.\u00a0
The Group relies on a number of third parties to provide payment processing services (\u2018payment service providers\u2019) to collect amounts due from end-users. Payment service providers are financial institutions or credit card companies that the Group believes are of high credit quality.
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade and other receivables | 184.6 | 196.7 |
| Cash at bank | 90.6 | 40.3 |
| Exposure | 275.2 | 237.0 |
The Group's definition of default and write-off policy is based on market practice and the country of operation. The expected credit loss is determined using a combination of approaches, consisting of individual assessment, netting and provision matrix application. Azerion first assesses trade receivables to determine whether individual receivables have facts and circumstances that may cause it to be impaired. These facts (not exhaustive) include historical collectability issues as well as expected future collectability issues due to the nature of the trade receivables or economic conditions experienced. Prior to application of the provision matrix, the non-impaired trade receivables are adjusted for specific trade receivables where a payable position also exists. For these accounts Azerion settles based on the net position thereof (whether receivable or payable). The provision matrix is then applied to non-impaired trade receivables as at the balance sheet date.
When estimating the expected credit losses on AR balances a probability-based provision matrix is typically used based on the Group\u2019s historical credit loss experience, adjusted for factors that are specific to the debtor\u2019s general economic conditions and an assessment of both the current and the forecast direction of conditions at the reporting date. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions was used.
Azerion\u2019s current process in calculating a loss allowance on their trade receivables, which includes an assessment of the probability of default, is facilitated through robustly applying the following metrics per 3rd party debtor to identify debtors for which a doubtful debt allowance may have to be raised:
Changes in the loss allowances balance are recognized in profit or loss as an impairment gain or loss. The allowance is netted with the outstanding gross amount of the trade receivables as at the balance sheet date.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Not due | 68.3 | 67.6 |
| < 30 days | 7.7 | 25.6 |
| 30 < 60 days | 7.7 | 10.6 |
| 60 < 90 days | 4.3 | 2.3 |
| 90 < 120 days | 8.2 | 3.1 |
| 120 < 180 | 1.5 | 4.7 |
| > 180 days. | 10.7 | 10.0 |
| Gross receivables | 108.4 | 123.9 |
| Loss allowance | (4.8) | (4.8) |
| Net receivables | 103.6 | 119.1 |
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\u2019s approach to managing liquidity is to ensure, as far as possible, that it will meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The liquidity risk management implies maintaining sufficient cash and committed credit facilities by regularly monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.
The table below analyses the Group\u2019s financial liabilities by their remaining period to maturity based on the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows (these amounts may not reconcile to the amounts disclosed on the statement of financial position).
The Group assesses the liquidity risk related to the warrants as limited, also evident by the low current market value of the instruments. In addition, on exercising their warrants, the holders of the Public Warrants have to pay the exercise price to the Group. The holders of the Founder Warrants have a cashless exercise option, and the Azerion Founder Warrants can be exercised cashlessly.
| \u00a0 | within the next 12 months | Between 1 and 5 years | Beyond 5 years |
|---|---|---|---|
| 31 December 2024 | |||
| Trade payables | 137.0 | - | - |
| Accrued liabilities | 97.5 | - | - |
| Lease liabilities | 7.9 | 12.8 | 1.4 |
| Borrowings | 39.2 | 289.7 | - |
| Other liabilities | 42.6 | 15.2 | - |
| Exposure | 324.2 | 317.7 | 1.4 |
| \u00a0 | within the next 12 months | Between 1 and 5 years | Beyond 5 years |
|---|---|---|---|
| 31 December 2023 | |||
| Trade payables | 142.0 | - | - |
| Accrued liabilities | 112.7 | - | - |
| Lease liabilities | 5.3 | 10.0 | 2.7 |
| Borrowings | 21.7 | 202.6 | - |
| Other liabilities | 38.0 | 16.5 | - |
| Exposure | 319.7 | 229.1 | 2.7 |
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings disclosed in Leases, Borrowings and Related parties after deducting cash and bank balances) and equity of the Group (comprising issued capital, reserves, retained earnings and noncontrolling interests as disclosed in Equity and the statement of changes in Equity).
The Group\u2019s Supervisory Board regularly reviews the capital structure of the Company. As part of this review, the Supervisory Board considers the cost of capital and the risks associated with each class of capital. The net debt to equity ratio at 31 December 2024 is 3.5 (see below):
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Debt | (293.6) | (184.6) |
| Cash and cash equivalents | 90.6 | 40.3 |
| Net debt | (203.0) | (144.3) |
| Equity | (57.2) | (109.6) |
| Net debt to equity ratio | 3.5 | 1.3 |
Information reported to the Group\u2019s Chief Executive Officers (Chief Operating Decision Makers) for the purposes of resource allocation and assessment of segment performance is focused on the business activities which generates certain classes of revenue and incurs certain classes of expenses. The principal business activities generate revenue through Platform and Premium Games segments.
Management has presented the performance measure Adjusted EBITDA because the Group\u2019s Chief Executive Officers monitors this performance measure as it is relevant for the purpose of resource allocation and assessment of segment performance.
The Group\u2019s reportable segments in 2024 under IFRS 8 are therefore as follows:
An analysis of the Group\u2019s revenue by reportable segment in 2024 and 2023 is detailed under Revenue
For the purposes of monitoring segment performance and allocating resources between segments the Group\u2019s Chief Executive Officers monitor the tangible, intangible and financial assets attributable to each segment. Goodwill has been allocated to reportable segments as described in Goodwill. Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments. The unallocated assets relate to current tax assets, deferred tax asset and non-current financial assets.
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Platform | 593.5 | 509.8 |
| Premium Games | 78.4 | 107.7 |
| Total segment assets | 671.9 | 617.5 |
| Unallocated assets | 7.2 | 34.5 |
| Total assets | 679.1 | 652.0 |
The Group\u2019s revenue from external customers by geographical location is detailed under Revenue
Information about its non-current tangible and intangible assets by geographical location are detailed below:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| The Netherlands | 92.1 | 90.0 |
| Germany | 75.3 | 80.0 |
| Great Britain | 49.2 | 49.9 |
| France | 71.7 | 72.0 |
| Nordic countries1 | 36.4 | 39.4 |
| Other European countries | 56.1 | 45.4 |
| Non-European countries | 3.1 | 3.8 |
| Total non-current assets | 383.9 | 380.5 |
The accounting policies of the reportable segments are the same as the Group\u2019s accounting policies described in Significant accounting policies.
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Azerion Group | Premium Games | Platform | Other | Azerion Group | Premium Games | Platform | Other | |
| Profit / (loss) for the period | (56.0) | 25.1 | ||||||
| Income Tax expense | (7.3) | 19.0 | ||||||
| Profit / (loss) before tax | (63.3) | 44.1 | ||||||
| Net finance costs | 39.5 | 28.7 | ||||||
| Share in profit/(loss) of associates | (0.5) | - | ||||||
| Operating profit / (loss) | (24.3) | (22.6) | (1.7) | - | 72.8 | 74.8 | (2.0) | - |
| Depreciation & Amortisation | 47.8 | 11.5 | 36.3 | - | 46.4 | 12.9 | 33.5 | - |
| Share in profit/(loss) of associates | 0.5 | - | 0.5 | - | - | - | - | - |
| Social card games portfolio | 21.9 | 21.9 | - | - | (72.6) | (72.6) | - | - |
| Other | 5.7 | 1.5 | 4.2 | - | 3.2 | 0.7 | 2.5 | - |
| Acquisition expenses2 | 22.2 | - | 22.2 | - | 14.4 | 1.1 | 13.3 | - |
| Restructuring | 1.3 | 0.4 | 0.9 | - | 7.7 | 1.8 | 5.9 | - |
| Adjusted EBITDA | 75.1 | 12.7 | 62.4 | - | 71.9 | 18.7 | 53.2 | - |
Additional notes:
Acquisition expenses include \u20ac 7.7 million relating to:
The net finance costs and income tax expense are managed on a consolidated level and therefore are not split on segmental level.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "b-c6311bf30349010d": { "value": "Information reported to the Group\u2019s Chief Executive Officers (Chief Operating Decision Makers) for the purposes of resource allocation and assessment of segment performance is focused on the business activities which generates certain classes of revenue and incurs certain classes of expenses. The principal business activities generate revenue through Platform and Premium Games segments.
Management has presented the performance measure Adjusted EBITDA because the Group\u2019s Chief Executive Officers monitors this performance measure as it is relevant for the purpose of resource allocation and assessment of segment performance.
The Group\u2019s reportable segments in 2024 under IFRS 8 are therefore as follows:
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| From continuing operations attributable to the ordinary equity holders of the company | (0.5) | 0.2 |
| Total basic profit/(loss) per share attributable to the ordinary equity holders of the company | (0.5) | 0.2 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Profit/(loss) for the year | (56.0) | 25.1 |
| Less: Profits from continuing operations attributable to non-controlling interests | (1.9) | (1.4) |
| Profit /(loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share: | (57.9) | 23.7 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Weighted average number of ordinary shares used as the denominator in calculating basic loss per share | 121,393,416 | 119,777,999 |
| \u00a0 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| From continuing operations attributable to the ordinary equity holders of the company | (0.5) | 0.2 |
| Total diluted profit/(loss) per share attributable to the ordinary equity holders of the company | (0.5) | 0.2 |
The dilutive potential common shares are not taken into account in the periods for which there is a loss, as the effect would be antidilutive.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Weighted average number of diluted shares | 121,664,621 | 123,686,860 |
Difference between weighted average number of diluted shares and weighted average number of ordinary shares results from the following potentially dilutive shares:
| Number of Potentially Dilutive Shares | Theoretical Start Date | Theoretical End Date | Weighted Average Number of Shares | |
|---|---|---|---|---|
| Conditional special shares1 | 1,152,886 | 1-Jan-24 | 31-Dec-24 | - |
| HTP call options1 | 25,700 | 1-Jan-24 | 31-Dec-24 | - |
| Davey call options1 | 110,996 | 1-Jan-24 | 31-Dec-24 | - |
| Public warrants1 | 12,736,605 | 1-Jan-24 | 31-Dec-24 | - |
| Founder warrants1 | 5,256,167 | 1-Jan-24 | 31-Dec-24 | - |
| Azerion founder warrants1 | 17,992,773 | 1-Jan-24 | 31-Dec-24 | - |
| Employee LTIP - Unvested | 214,774 | 1-Jan-24 | 31-Dec-24 | 214,774 |
| Employee LTIP - Vested I | 112,835 | 1-Jan-24 | 30-Jun-24 | 55,954 |
| Employee LTIP - Vested II | 821 | 1-Jan-24 | 30-Jul-24 | 477 |
| Total | 37,603,557 | 271,205 |
| Number of Potentially Dilutive Shares | Theoretical Issue Date | Theoretical End Date | Weighted Average Number of Shares | |
|---|---|---|---|---|
| Subordinated loans - Principion | 2,621,147 | 1-Jan-23 | 11-Dec-23 | 2,472,212 |
| Subordinated loans - STAK I | 96,299 | 1-Jan-23 | 31-Dec-23 | 96,299 |
| Subordinated loans - STAK II | 11,572 | 1-Jan-23 | 31-Jul-23 | 6,708 |
| Subordinated loans - STAK III | 53,433 | 1-Jan-23 | 9-Nov-23 | 45,800 |
| Conditional special shares1 | 1,152,886 | 1-Jan-23 | 31-Dec-23 | - |
| HTP call options1 | 25,700 | 1-Jan-23 | 31-Dec-23 | - |
| Davey call options - Conditional1 | 110,996 | 1-Jan-23 | 31-Dec-23 | - |
| Davey call options - Unconditional I | 314,974 | 1-Jan-23 | 13-Feb-23 | 37,208 |
| Davey call options - Unconditional II | 314,000 | 1-Jan-23 | 14-Sep-23 | 220,835 |
| Public warrants1 | 12,736,605 | 1-Jan-23 | 31-Dec-23 | - |
| Founder warrants1 | 5,256,167 | 1-Jan-23 | 31-Dec-23 | - |
| Azerion founder warrants1 | 17,992,773 | 1-Jan-23 | 31-Dec-23 | - |
| Acquisition SARs - Hybrid Theory I | 18,551 | 1-Jan-23 | 8-Feb-23 | 1,937 |
| Acquisition SARs - Hybrid Theory II | 1,171,236 | 1-Jan-23 | 15-Feb-23 | 144,796 |
| Acquisition SARs - Hybrid Theory III | 33 | 1-Jan-23 | 23-Jun-23 | 16 |
| Acquisition SARs - Hybrid Theory IV | 9,433 | 1-Jan-23 | 26-Jun-23 | 4,561 |
| Acquisition SARs - Target Spot | 38,298 | 1-Jan-23 | 27-Jan-23 | 2,736 |
| Acquisition SARs - Sulake | 792,207 | 1-Jan-23 | 20-Sep-23 | 570,215 |
| Employee Share Awards - Unvested | 328,430 | 11-Apr-23 | 31-Dec-23 | 238,202 |
| Employee Share Awards - Vested I | 132,736 | 3-Apr-23 | 28-Jun-23 | 31,361 |
| Employee Share Awards - Vested II | 167,887 | 11-Apr-23 | 21-Jun-23 | 32,747 |
| Employee Share Awards - Vested III | 7,343 | 11-Apr-23 | 18-Sep-23 | 3,228 |
| Total | 43,352,706 | 3,908,861 |
On 6 January 2025, the Group announced a new partnership with Moneytizer in France. The Moneytizer is a global advertising platform for publishers.\u00a0The partnership involves a \u20ac 3.5 million investment and the goal is to enrich the unique content and audiences that the Group makes available for brands and agencies.
On 14 March 2025, it was announced that the Dutch Authority for the Financial Markets, the Autoriteit Financi\u00eble Markten (AFM), has concluded the investigation into irregularities in trading of Azerion shares. The investigation did not lead to any punitive measures against Azerion or its major shareholders.
Azerion Group N.V. and Principion Holding B.V. agreed to extend the term of the Loan and the Call Option (refer to Non-current financial assets) existing between the parties to 31 March 2026. The Call Option can be exercised with 12 months from 31 March 2025, hence until 31 March 2026, and the Loan is also repayable on 31 March 2026, under the condition that the other terms of the Agreement remain unchanged. This extension is in the interest of both parties thus is concluded to be at arm\u2019s length.
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