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.
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.
These consolidated financial statements comprise the Company and its subsidiaries and entities it exercises control over (the \u2018Group\u2019 or \u2018Azerion\u2019).
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-bacc1777034a010e": { "value": "Azerion Group N.V.", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-92f50a9f034a010e": { "value": "listed public company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-d3530d04034a010e": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-731a10fb034a010e": { "value": "Boeing Avenue 30, 1119 PE, Schiphol-Rijk, the Netherlands", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-ea7a0d7c034a010e": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-89740a4c034a010e": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "t-e1e41c2f034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-9aae1219034a010e": { "value": "Management prepared these consolidated financial statements on the going concern basis. Management believes that the application of going concern basis is appropriate as at 16 April 2026.\u00a0
Based on the current financial position and results, the Group expects to meet its covenant ratios for subsequent quarterly measurement dates in 2026. 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 3.95x. As at 31 December 2025, 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.\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-12791ceb034a010e": { "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 9 April 2026.
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.
In applying the requirements of IFRS 2 Share-based Payment, Management exercised significant judgment to classify the instruments issued during the historical De-SPAC transaction. Management concluded that the Conditional Special Shares, the Davey and HTP Call Options, and the Azerion Founder Warrants are equity-settled share-based payments. Further details on the specific terms and valuation inputs are provided in Share-based payments.
Judgment was also required to determine that later changes to these instruments were modifications under IFRS 2, which resulted in no additional expense. Because these instruments are equity-settled, they are not remeasured after their grant date. However, estimating their initial fair value involved significant uncertainty, as Management had to rely on option pricing models and observable market proxies. Since these fair values are now fixed in equity, they do not carry a risk of material adjustment to carrying amounts in future periods.\u00a0
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.\u00a0
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, 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.
At 31 December 2025, the Group holds a loan receivable from its shareholder, Principion Holding B.V., the value of which is determined based nature and amount of the associated future economic benefits. As noted in Subsequent events, the majority of the loan receivable was settled on 25 February 2026. However, Management\u2019s judgement is required to determine the valuation of the remaining non-current portion of the loan receivable based upon the expected timing and amount of future economic benefit.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f56e0d8d034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-91641b29034a010e": { "value": "The consolidated financial statements were authorized for issue by the Supervisory Board on 9 April 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-ff271cc4034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-58951a40034a010e": { "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.
In applying the requirements of IFRS 2 Share-based Payment, Management exercised significant judgment to classify the instruments issued during the historical De-SPAC transaction. Management concluded that the Conditional Special Shares, the Davey and HTP Call Options, and the Azerion Founder Warrants are equity-settled share-based payments. Further details on the specific terms and valuation inputs are provided in Share-based payments.
Judgment was also required to determine that later changes to these instruments were modifications under IFRS 2, which resulted in no additional expense. Because these instruments are equity-settled, they are not remeasured after their grant date. However, estimating their initial fair value involved significant uncertainty, as Management had to rely on option pricing models and observable market proxies. Since these fair values are now fixed in equity, they do not carry a risk of material adjustment to carrying amounts in future periods.\u00a0
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.\u00a0
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, 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.
At 31 December 2025, the Group holds a loan receivable from its shareholder, Principion Holding B.V., the value of which is determined based nature and amount of the associated future economic benefits. As noted in Subsequent events, the majority of the loan receivable was settled on 25 February 2026. However, Management\u2019s judgement is required to determine the valuation of the remaining non-current portion of the loan receivable based upon the expected timing and amount of future economic benefit.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-aa0a1b8d034a010e": { "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 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 2025\u00a0and 31 December 2024, 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 | 5-17 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 2025, 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.
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 |
|---|---|---|
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 |
| AAA Game Distribution 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. |
Operating profit represents the result derived from the Group\u2019s principal revenue-generating activities and other income or expenses inherently linked to its operations. This measure excludes net finance costs and income tax expense.
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.
Non-current assets or disposal groups are classified as held-for-sale if their carrying amounts are expected to be recovered principally through a sale transaction rather than through continuing use, the sale is highly probable and expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets or disposal groups classified as held-for-sale are measured at the lower of their carrying amount or the fair value less costs of disposal; except for assets such as deferred tax assets, assets arising from employee benefits, financial assets that are carried at fair value and inventory which are specifically exempt from this requirement. Depreciation or amortisation of an asset ceases when it is classified as held-for-sale.
A disposal group qualifies as a discontinued operation if it is a component of the Group that has either been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the results of these operations until the date of disposal, are reported separately as discontinued operations in the Consolidated statement of profit or loss and other comprehensive income. Comparatives are re-presented for presentation of discontinued operations in the Consolidated statements of profit or loss and other comprehensive income.
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
Further, following the classification of the Premium Games segment as discontinued operations under IFRS 5, the Group has re-presented the Consolidated Statement of Profit or Loss for the comparative year 2024. These adjustments ensure that the results from continuing operations are clearly distinguished from those of discontinued operations. In accordance with IFRS 5, the Consolidated Statement of Financial Position for the prior period has not been restated.
Consequently, as further detailed in Operating segments , for the year ended 31 December 2025 the Group identifies a single reportable segment under IFRS 8 Operating Segments: Platform. The comparative figures for the prior period have been restated to present the segment information in a manner consistent with the Group's new segmentation and the financial information regularly reviewed by the Chief Operating Decision Maker (CODM). In conjunction with this structural change, the comparative disaggregation of revenue disclosures presented in Revenue have also been re-presented to align with the single reportable segment and reflect solely continuing operations, in accordance with the disclosure requirements of IFRS 15 Revenue from Contracts with Customers.
Historically, the Group presents cash flows arising from interest paid and received in the consolidated statement of cash flows as part of net cash provided by/ (used for) operating activities.
In this 2025 financial statements, the Group changed its accounting policy for the interest paid and received to reflect the Group\u2019s approach to presenting cash flows in a manner that is consistent with the underlying nature of these items. Based on the revised policy, cash flows arising from interest received are now presented as part of net cash provided by (used for) investing activities, and cash flows arising from interest paid are presented as part of the net cash provided (used for) financing activities.
The comparative information has been restated accordingly.
The impact of this change is that:
The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025:
\u2022 Amendments to IAS 21: Lack of Exchangeability
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 2025 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-59bc1a4d034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-bcc62592034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-951121ec034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-39961d98034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f31018a7034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-0c4c202a034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-3f4e19c2034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-8cf824cc034a010e": { "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:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f1f3200a034a010e": { "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.
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 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 2025\u00a0and 31 December 2024, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-33a81d56034a010e": { "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 2025\u00a0and 31 December 2024, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-1dac2396034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-a6d51b5e034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-a9071ed0034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-5e452982034a010e": { "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 2025\u00a0and 31 December 2024, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-0c2e2029034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-26f11992034a010e": { "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 2025\u00a0and 31 December 2024, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f40f18b8034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-744b21aa034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-4e8e1d9c034a010e": { "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 2025\u00a0and 31 December 2024, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-4dfa1d94034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-56681a26034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-b60c2265034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-d66022a4034a010e": { "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 | 5-17 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-4cba2101034a010e": { "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 | 5-17 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-8ff01b2b034a010e": { "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 2025, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c4271322034a010e": { "value": "During the year ended 31 December 2025, and previous years, no borrowing costs have been capitalised resulting in all borrowing costs being recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-282519a2034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-d2bb1f95034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-fcb01ca4034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-70d02174034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c15717c3034a010e": { "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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-099b18f0034a010e": { "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:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-8e2a2185034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c4351bd6034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f30f1889034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-513c212f034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-71d01a91034a010e": { "value": "Share capital represents the nominal (par) value of issued shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-904f1b2b034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-0b3318df034a010e": { "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 |
|---|---|---|
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 |
| AAA Game Distribution 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. |
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-883a11aa034a010e": { "value": "The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f3ab18b1034a010e": { "value": "The Group\u2019s finance income and finance costs include:
Interest income or expense is recognized using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-0a0c18ee034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-dca41c0f034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-34b41d6b034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c23f1bb7034a010e": { "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.
Non-current assets or disposal groups are classified as held-for-sale if their carrying amounts are expected to be recovered principally through a sale transaction rather than through continuing use, the sale is highly probable and expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets or disposal groups classified as held-for-sale are measured at the lower of their carrying amount or the fair value less costs of disposal; except for assets such as deferred tax assets, assets arising from employee benefits, financial assets that are carried at fair value and inventory which are specifically exempt from this requirement. Depreciation or amortisation of an asset ceases when it is classified as held-for-sale.
A disposal group qualifies as a discontinued operation if it is a component of the Group that has either been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the results of these operations until the date of disposal, are reported separately as discontinued operations in the Consolidated statement of profit or loss and other comprehensive income. Comparatives are re-presented for presentation of discontinued operations in the Consolidated statements of profit or loss and other comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-381a2b5b034a010e": { "value": "Non-current assets or disposal groups are classified as held-for-sale if their carrying amounts are expected to be recovered principally through a sale transaction rather than through continuing use, the sale is highly probable and expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets or disposal groups classified as held-for-sale are measured at the lower of their carrying amount or the fair value less costs of disposal; except for assets such as deferred tax assets, assets arising from employee benefits, financial assets that are carried at fair value and inventory which are specifically exempt from this requirement. Depreciation or amortisation of an asset ceases when it is classified as held-for-sale.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-f0df357b034a010e": { "value": "Non-current assets or disposal groups are classified as held-for-sale if their carrying amounts are expected to be recovered principally through a sale transaction rather than through continuing use, the sale is highly probable and expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets or disposal groups classified as held-for-sale are measured at the lower of their carrying amount or the fair value less costs of disposal; except for assets such as deferred tax assets, assets arising from employee benefits, financial assets that are carried at fair value and inventory which are specifically exempt from this requirement. Depreciation or amortisation of an asset ceases when it is classified as held-for-sale.
A disposal group qualifies as a discontinued operation if it is a component of the Group that has either been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the results of these operations until the date of disposal, are reported separately as discontinued operations in the Consolidated statement of profit or loss and other comprehensive income. Comparatives are re-presented for presentation of discontinued operations in the Consolidated statements of profit or loss and other comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleAndDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-767a1e73034a010e": { "value": "A disposal group qualifies as a discontinued operation if it is a component of the Group that has either been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the results of these operations until the date of disposal, are reported separately as discontinued operations in the Consolidated statement of profit or loss and other comprehensive income. Comparatives are re-presented for presentation of discontinued operations in the Consolidated statements of profit or loss and other comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-37fb1d80034a010e": { "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
Further, following the classification of the Premium Games segment as discontinued operations under IFRS 5, the Group has re-presented the Consolidated Statement of Profit or Loss for the comparative year 2024. These adjustments ensure that the results from continuing operations are clearly distinguished from those of discontinued operations. In accordance with IFRS 5, the Consolidated Statement of Financial Position for the prior period has not been restated.
Consequently, as further detailed in Operating segments , for the year ended 31 December 2025 the Group identifies a single reportable segment under IFRS 8 Operating Segments: Platform. The comparative figures for the prior period have been restated to present the segment information in a manner consistent with the Group's new segmentation and the financial information regularly reviewed by the Chief Operating Decision Maker (CODM). In conjunction with this structural change, the comparative disaggregation of revenue disclosures presented in Revenue have also been re-presented to align with the single reportable segment and reflect solely continuing operations, in accordance with the disclosure requirements of IFRS 15 Revenue from Contracts with Customers.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReclassificationsOrChangesInPresentationExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-d4811810034a010e": { "value": "Historically, the Group presents cash flows arising from interest paid and received in the consolidated statement of cash flows as part of net cash provided by/ (used for) operating activities.
In this 2025 financial statements, the Group changed its accounting policy for the interest paid and received to reflect the Group\u2019s approach to presenting cash flows in a manner that is consistent with the underlying nature of these items. Based on the revised policy, cash flows arising from interest received are now presented as part of net cash provided by (used for) investing activities, and cash flows arising from interest paid are presented as part of the net cash provided (used for) financing activities.
The comparative information has been restated accordingly.
The impact of this change is that:
The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025:
\u2022 Amendments to IAS 21: Lack of Exchangeability
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 2025 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.
| \u00a0 | Notes | CMI | Spectrum | The Moneytizer | Total |
|---|---|---|---|---|---|
| Intangible assets | 6 | 3.4 | 0.6 | 1.7 | 5.7 |
| Property, plant and equipment | 7 | 0.5 | - | - | 0.5 |
| Non-current financial assets | 11 | - | - | 0.1 | 0.1 |
| Deferred tax asset | \u00a0 | 0.9 | - | - | 0.9 |
| Trade and other receivables | \u00a0 | - | 0.1 | 2.0 | 2.1 |
| Current tax assets | \u00a0 | - | - | 0.3 | 0.3 |
| Cash and cash equivalents | \u00a0 | - | - | 0.1 | 0.1 |
| Lease liabilities | 10 | (0.5) | - | - | (0.5) |
| Provisions | \u00a0 | (1.9) | - | (0.1) | (2.0) |
| Deferred tax liability | \u00a0 | (0.9) | (0.1) | (0.4) | (1.4) |
| Trade payables, accrued liabilities, and other liabilities | \u00a0 | (0.9) | (1.1) | (3.3) | (5.3) |
| Total identifiable net assets and liabilities at fair value | \u00a0 | 0.6 | (0.5) | 0.4 | 0.5 |
| \u00a0 | |||||
| Consideration paid at closing | \u00a0 | 0.5 | - | 3.0 | 3.5 |
| Cash and cash equivalents at acquired subsidiary | \u00a0 | - | - | (0.1) | (0.1) |
| Outflow of cash and cash equivalents net of cash acquired | \u00a0 | 0.5 | - | 2.9 | 3.4 |
| \u00a0 | |||||
| Consideration paid at closing | \u00a0 | 0.5 | - | 3.0 | 3.5 |
| Deferred consideration | \u00a0 | 2.5 | - | 0.5 | 3.0 |
| Contingent consideration | \u00a0 | - | 0.4 | - | 0.4 |
| Total consideration transferred or to be transferred at closing | \u00a0 | 3.0 | 0.4 | 3.5 | 6.9 |
| Minus: Total identifiable net assets and liabilities at fair value | \u00a0 | (0.6) | 0.5 | (0.4) | (0.5) |
| Goodwill | \u00a0 | 2.4 | 0.9 | 3.1 | 6.4 |
On 6 January 2025, Azerion Tech Holding B.V. (hereinafter, \"Azerion\") and OC & Partners\u00a0entered into a securities transfer agreement in France for the acquisition of 100% of the shares of The Moneytizer and The Moneytizer Corp (together, \"The Moneytizer\"). The Moneytizer's core business involves the purchase, sale, and marketing of advertising space across digital platforms.\u00a0As part of the agreement, the existing workforce was\u00a0integrated into the group to support the growth of the business and operational functions.\u00a0
The fair value of the purchase consideration for the acquisition of The Moneytizer was \u20ac 3.5 million, which comprised of cash payment at closing of \u20ac 3.0 and a deferred consideration of \u20ac 0.5 million, paid 11 months from the acquisition date.\u00a0
As the impact of the time value of money was immaterial due to the short-term nature of the settlement, the consideration has not been discounted and was recognized at its expected settlement amount.
The fair value of acquired assets and liabilities of The Moneytizer has been determined. This resulted in a fair value of \u20ac 0.4 million net assets acquired and \u20ac 3.1 million goodwill recognized. The goodwill of \u20ac 3.1 million mainly relates to assembled workforce and the expectation of future client relationships.
The fair value of financial assets includes receivables with a fair value of \u20ac 2.0 million and a gross contractual value of \u20ac 2.0 million. The best estimate at the acquisition date is that the contractual cash flows are expected to be fully recoverable.
The Moneytizer contributed \u20ac 2.3 million to the group revenue in 2025, and a profit of \u20ac 0.4million to the Group's profit and loss.\u00a0
On 13 March 2025, Azerion US Inc. (\"Azerion\") entered into an asset purchase agreement with Spectrum Media Services LLC (\"Spectrum\") to acquire its New York-based advertising technology and contextual search business, a platform that utilizes proprietary intellectual property to enable cookieless audience targeting through the analysis of large-scale content datasets\u00a0.
The fair value of the purchase consideration for the business of Spectrum was \u20ac 0.4 million. This comprised a contingent consideration with an acquisition-date fair value of \u20ac 0.4 million\u00a0.
The contingent consideration relates to certain pre-determined financial (sales) targets being achieved. \u00a0The fair value of the contingent consideration of \u20ac 0.4 million was estimated by calculating the present \u00a0value of the future expected cash flows. The estimates are based on a discount rate of 12.0% per annum. These payments are scheduled to be settled annually through June 2028. Refer to Other liabilities where the deferred consideration relating to the acquisition of Spectrum as at 31 December 2025 is included.
The provisional fair value of acquired assets and liabilities of Spectrum has been determined. This resulted in a fair value of \u20ac (0.5) million net assets acquired and \u20ac 0.9 million goodwill recognized. The goodwill of \u20ac 0.9 million mainly relates to assembled workforce and the expectation of future client relationships.\u00a0
On 2 May 2025 Azerion Platform FR SAS (hereinafter, \"Azerion\") and CMI Media (hereinafter, \"CMI\") entered into an asset purchase agreement in France, that will onboard the business of CMI\u2019s existing sales operations in France (hereafter \u201cthe business\u201d), including responsibility for existing customers. CMI commercial operations and sales teams in France moved to Azerion as part of the agreement to support the growth of the business with new and existing client relationships and operational functions.
The fair value of the purchase consideration for the business of CMI was \u20ac 3.0 million, which comprised of cash payment at closing of \u20ac 0.5 and a deferred consideration of \u20ac 2.5 million.
The deferred consideration was paid 2 months (\u20ac 0.5 million), 5 months (\u20ac 0.5 million) and 8 months (\u20ac 1 million) respectively after the acquisition date. As the impact of the time value of money was immaterial due to the short-term nature of the settlement, the consideration has not been discounted and was recognized at its expected settlement amount. Refer to Other liabilities where the deferred consideration relating to the acquisition of CMI as at 31 December 2025 is included.
The provisional fair value of acquired assets and liabilities of CMI has been determined. This resulted in a fair value of \u20ac 0.6 million net assets acquired and \u20ac 2.4 million goodwill recognized. The goodwill of \u20ac 2.4 million mainly relates to assembled workforce and the expectation of future client relationships.
On 8 November 2024, Azerion Tech Holding B.V. acquired 100% of the shares in Goldbach Austria GmbH (collectively \u201cGoldbach\u201d). During 2025, and strictly within the 12-month measurement period permitted by IFRS 3, the Group finalized the purchase price allocation for this acquisition. In doing so, the Group obtained new information about facts and circumstances that existed at the acquisition date, resulting in retrospective adjustments to the provisional fair values.
Following completion price adjustments provided for in the share purchase agreement, deferred consideration was increased by \u20ac0.3 million on the 22nd of April 2025. Consequently, the initial deferred consideration of \u20ac0.8 million was retrospectively adjusted to \u20ac1.2 million, discounted at 3.0% per annum. Refer to Other liabilities where the deferred consideration relating to the acquisition of Goldbach as at 31 December 2025 is included.
Concurrently, the Group identified an increase of \u20ac0.3 million in the fair value of acquired intangible assets, adjusted from \u20ac1.8 million to \u20ac2.1 million, and recognized an additional \u20ac2.1 million in accrued liabilities related to the opening working capital position.
As a result of these measurement period adjustments, the fair value of the identifiable net assets acquired decreased from the provisionally reported \u20ac6.0 million to a final amount of \u20ac3.9 million. Correspondingly, provisional goodwill previously reported as \u20ac0.2 million was increased by \u20ac2.1 million to a final amount of \u20ac2.3 million. This final goodwill relates to the assembled workforce and the expectation of future client relationships.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-6a69166a034a010e": { "value": "DoubleDown Interactive, part of South Korea-based DoubleUGames, and Azerion announced that they had entered into a definitive agreement for DoubleDown Interactive to acquire from Azerion its subsidiary WhowGames, on 9 July 2025.\u00a0The sale was completed on 14 July 2025, for an upfront payment of \u20ac 55 million and an earn-out of up to \u20ac 10 million, subject to customary adjustments.\u00a0The disposal was part of a broader strategic decision to exit the Premium Games segment.
As the Premium Games segment represents a separate major line of business, its results have been classified as discontinued operations in accordance with IFRS 5. Consequently, the Group has re-presented the comparative figures in the Consolidated statement of profit or loss to exclude the results of this segment from continuing operations.
Management assessed the fair value less costs to sell of the Premium Games disposal group, which was classified as held for sale as at 30 June 2025. Based on the expected sale consideration and transaction costs, the fair value less costs to sell amount exceeds the carrying amount of the disposal group. In accordance with IFRS 5, no impairment loss has been recognised in respect of these assets.
The gain on the sale of Whow Games, recognised within \"Gain on sale of the subsidiary after income tax\" in the discontinued operations statement of profit or loss below, amounts to \u20ac 22.0 million. This gain is calculated as the total consideration of \u20ac 54.9 million, less the carrying amount of net assets disposed (including allocated goodwill) of \u20ac 31.5 million and transaction related costs of \u20ac 1.4 million.
The carrying amounts of assets and liabilities as at the date of sale (14 July 2025) of Whow Games:
| \u00a0 | 2025 | |
|---|---|---|
| Goodwill | \u00a0 | 10.0 |
| Intangible assets | \u00a0 | 28.3 |
| Property, plant and equipment | \u00a0 | 1.3 |
| Non-current financial assets | \u00a0 | 0.2 |
| Trade and other receivables | \u00a0 | 3.9 |
| Cash and cash equivalents | \u00a0 | 0.6 |
| Total assets | \u00a0 | 44.3 |
| \u00a0 | ||
| Lease liabilities | \u00a0 | 1.1 |
| Deferred tax liability | \u00a0 | 7.9 |
| Trade payables | 1.9 | |
| Current tax liabilities | 1.9 | |
| Total liabilities | 12.8 | |
| \u00a0 | \u00a0 | \u00a0 |
| Net asset value | 31.5 |
The total consideration for the transaction was established starting with a fixed base amount of \u20ac 55.0 million.\u00a0This led to a preliminary purchase price of \u20ac 54.4 million. Following a working capital adjustment of \u20ac 0.5 million, the total cash payment received amounted to \u20ac 54.9 million. \u00a0
The share purchase agreement further includes an additional purchase price arrangement (contingent consideration) with a maximum potential value of \u20ac 10.0 million. This contingent consideration is split into two tranches of \u20ac 5.0 million each, which are payable upon the achievement of specific LTM Content Revenue and LTM EBITDA Margin targets of at least 30% on the first and second anniversaries of the closing. At the date of disposal, the Group assessed the fair value of this contingent consideration as \u20ac 0.0 million. Any potential positive outcome in the future will impact positively the net result of the Group.
The results of the discontinued operations included in the profit or loss for the period are set out below:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Revenue | 29.4 | 53.9 | |
| Expenses | (29.7) | (50.4) | |
| Profit before tax | (0.4) | 3.5 | |
| Income tax expense | 0.1 | (1.0) | |
| Profit / (loss) after tax | (0.3) | 2.5 | |
| Gain on sale of the subsidiary after income tax | 22.0 | - | |
| Income from discontinued operations | 21.7 | 2.5 | |
| Attributable to: | |||
| Owners of the parent | 21.7 | 2.5 | |
| Non-controlling interest | - | - |
Of the total profit/(loss) attributable to the owners of the parent of \u20ac (38.6) million (2024: \u20ac (57.9) million), \u20ac (60.3) million (2024: \u20ac (60.5) million) relates to continuing operations and \u20ac 21.7 million (2024: \u20ac 2.5 million) relates to discontinued operations.
Stranded costs are presented as discontinued operations if there is a legal agreement for the underlying contracts or activities to transfer to the respective buyer(s) after the sale(s). Therefore, the results above exclude corporate overheads (\"stranded costs\") that will remain with the Group post-disposal and do not meet the criteria for discontinued operations under IFRS 5.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Net cash provided by (used for) operating activities | 1.0 | 5.5 | |
| Net cash provided by (used for) investing activities1 | 51.2 | (3.7) | |
| Net cash provided by (used for) financing activities | (0.9) | (1.1) | |
| Net increase / (decrease) in cash and cash equivalents | 51.3 | 0.7 |
As of the reporting date, the Group maintains the intention to sell the remaining components of the Premium Games segment. These assets and liabilities are measured at the lower of their carrying amount and fair value less costs to sell.
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2025:
| \u00a0 | 2025 | |
|---|---|---|
| Goodwill | \u00a0 | 1.5 |
| Intangible assets | \u00a0 | 4.4 |
| Property, plant and equipment | \u00a0 | 4.4 |
| Non-current financial assets | \u00a0 | 1.1 |
| Trade and other receivables | \u00a0 | 1.3 |
| Cash and cash equivalents | \u00a0 | 0.5 |
| Assets classified as held for sale | \u00a0 | 13.2 |
| Lease liabilities | \u00a0 | 4.6 |
| Trade payables | \u00a0 | 0.3 |
| Accrued liabilities | \u00a0 | 0.8 |
| Liabilities directly associated with assets held for sale | \u00a0 | 5.7 |
As of the reporting date, the Group maintains the intention to sell the remaining components of the Premium Games segment. These assets and liabilities are measured at the lower of their carrying amount and fair value less costs to sell.
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2025:
| \u00a0 | 2025 | |
|---|---|---|
| Goodwill | \u00a0 | 1.5 |
| Intangible assets | \u00a0 | 4.4 |
| Property, plant and equipment | \u00a0 | 4.4 |
| Non-current financial assets | \u00a0 | 1.1 |
| Trade and other receivables | \u00a0 | 1.3 |
| Cash and cash equivalents | \u00a0 | 0.5 |
| Assets classified as held for sale | \u00a0 | 13.2 |
| Lease liabilities | \u00a0 | 4.6 |
| Trade payables | \u00a0 | 0.3 |
| Accrued liabilities | \u00a0 | 0.8 |
| Liabilities directly associated with assets held for sale | \u00a0 | 5.7 |
As of the reporting date, the Group maintains the intention to sell the remaining components of the Premium Games segment. These assets and liabilities are measured at the lower of their carrying amount and fair value less costs to sell.
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2025:
| \u00a0 | 2025 | |
|---|---|---|
| Goodwill | \u00a0 | 1.5 |
| Intangible assets | \u00a0 | 4.4 |
| Property, plant and equipment | \u00a0 | 4.4 |
| Non-current financial assets | \u00a0 | 1.1 |
| Trade and other receivables | \u00a0 | 1.3 |
| Cash and cash equivalents | \u00a0 | 0.5 |
| Assets classified as held for sale | \u00a0 | 13.2 |
| Lease liabilities | \u00a0 | 4.6 |
| Trade payables | \u00a0 | 0.3 |
| Accrued liabilities | \u00a0 | 0.8 |
| Liabilities directly associated with assets held for sale | \u00a0 | 5.7 |
| \u00a0 | Right of Use - Buildings | Right of Use - Vehicles | Right of Use - Equipment | Equipment | Renovation | Total | |
|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2024 | |||||||
| Cost | 20.8 | 3.0 | - | 11.7 | 1.2 | 36.7 | |
| Accumulated depreciation and impairment | (8.6) | (1.7) | - | (8.5) | (0.9) | (19.7) | |
| Net book amount | 12.2 | 1.3 | - | 3.2 | 0.3 | 17.0 | |
| Acquisitions through business combinations | 0.5 | 0.2 | 1.0 | 3.5 | 0.1 | 5.3 | |
| Additions | 8.4 | 1.4 | 0.1 | 1.0 | 0.1 | 11.0 | |
| Disposals / Cancellations | (0.6) | - | - | (0.1) | - | (0.7) | |
| Depreciation | (6.4) | (0.9) | - | (1.6) | (0.1) | (9.0) | |
| Exchange rate effect | 1.0 | - | - | - | - | 1.0 | |
| Reclassification & Other | (0.2) | (0.2) | - | 0.2 | (0.1) | (0.3) | |
| Balance as of 31 December 2024 | |||||||
| Cost | 27.2 | 3.1 | 1.1 | 17.0 | 1.0 | 49.4 | |
| Accumulated depreciation and impairment | (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 | |
| Acquisitions through business combinations | 0.3 | 0.2 | - | - | - | 0.5 | |
| Divestments | (1.1) | - | (0.1) | (0.2) | (0.1) | (1.5) | |
| Additions | 1.4 | 1.1 | 0.7 | 1.0 | - | 4.2 | |
| Disposals / Cancellations | (0.5) | (0.3) | - | (0.1) | - | (0.9) | |
| Depreciation | (5.1) | (1.0) | (0.4) | (1.9) | - | (8.4) | |
| Exchange rate effect | (0.1) | - | - | (0.1) | - | (0.2) | |
| Transfer to assets held for sale | \u00a0 | (4.3) | - | - | (0.1) | - | (4.4) |
| Reclassification & Other | (0.9) | - | - | 0.2 | - | (0.7) | |
| Balance as of 31 December 2025 | |||||||
| Cost | 14.4 | 3.4 | 1.7 | 15.9 | 0.5 | 35.9 | |
| Accumulated depreciation and impairment | (9.8) | (1.6) | (0.4) | (10.9) | (0.3) | (23.0) | |
| Net book amount | 4.6 | 1.8 | 1.3 | 5.0 | 0.2 | 12.9 |
| \u00a0 | Right of Use - Buildings | Right of Use - Vehicles | Right of Use - Equipment | Equipment | Renovation | Total | |
|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2024 | |||||||
| Cost | 20.8 | 3.0 | - | 11.7 | 1.2 | 36.7 | |
| Accumulated depreciation and impairment | (8.6) | (1.7) | - | (8.5) | (0.9) | (19.7) | |
| Net book amount | 12.2 | 1.3 | - | 3.2 | 0.3 | 17.0 | |
| Acquisitions through business combinations | 0.5 | 0.2 | 1.0 | 3.5 | 0.1 | 5.3 | |
| Additions | 8.4 | 1.4 | 0.1 | 1.0 | 0.1 | 11.0 | |
| Disposals / Cancellations | (0.6) | - | - | (0.1) | - | (0.7) | |
| Depreciation | (6.4) | (0.9) | - | (1.6) | (0.1) | (9.0) | |
| Exchange rate effect | 1.0 | - | - | - | - | 1.0 | |
| Reclassification & Other | (0.2) | (0.2) | - | 0.2 | (0.1) | (0.3) | |
| Balance as of 31 December 2024 | |||||||
| Cost | 27.2 | 3.1 | 1.1 | 17.0 | 1.0 | 49.4 | |
| Accumulated depreciation and impairment | (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 | |
| Acquisitions through business combinations | 0.3 | 0.2 | - | - | - | 0.5 | |
| Divestments | (1.1) | - | (0.1) | (0.2) | (0.1) | (1.5) | |
| Additions | 1.4 | 1.1 | 0.7 | 1.0 | - | 4.2 | |
| Disposals / Cancellations | (0.5) | (0.3) | - | (0.1) | - | (0.9) | |
| Depreciation | (5.1) | (1.0) | (0.4) | (1.9) | - | (8.4) | |
| Exchange rate effect | (0.1) | - | - | (0.1) | - | (0.2) | |
| Transfer to assets held for sale | \u00a0 | (4.3) | - | - | (0.1) | - | (4.4) |
| Reclassification & Other | (0.9) | - | - | 0.2 | - | (0.7) | |
| Balance as of 31 December 2025 | |||||||
| Cost | 14.4 | 3.4 | 1.7 | 15.9 | 0.5 | 35.9 | |
| Accumulated depreciation and impairment | (9.8) | (1.6) | (0.4) | (10.9) | (0.3) | (23.0) | |
| Net book amount | 4.6 | 1.8 | 1.3 | 5.0 | 0.2 | 12.9 |
| \u00a0 | Games, Software & Websites | Client lists | Trademarks & Patents | Others | Total | |
|---|---|---|---|---|---|---|
| As at 1 January 2024 | ||||||
| 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 | |
| Acquisitions through business combinations | 0.2 | 4 | 0.9 | - | 5.1 | |
| Additions from internal development | 16.2 | - | - | - | 16.2 | |
| Additions from separate acquisitions | \u00a0 | 6.4 | - | - | 1.3 | 7.7 |
| Disposals / Cancellations | (0.1) | - | - | (0.1) | (0.2) | |
| Amortisation | (29.7) | (6.6) | (1.9) | (0.6) | (38.8) | |
| Exchange rate effect | 0.3 | 0.7 | - | - | 1.0 | |
| Reclassification & Other | 1.2 | - | 0.1 | (1.6) | (0.3) | |
| As at 31 December 2024 | ||||||
| Cost | 208 | 78.3 | 14.8 | 7.3 | 308.4 | |
| Accumulated amortisation and impairment | (107.7) | (22) | (9.2) | (2.5) | (141.4) | |
| Net book amount | 100.3 | 56.3 | 5.6 | 4.8 | 167.0 | |
| Acquisitions through business combinations | 1.8 | 1.7 | 0.4 | 2.1 | 6.0 | |
| Divestments | (14.3) | (12.3) | (0.1) | (2.4) | (29.1) | |
| Additions from internal development | 14.7 | - | - | - | 14.7 | |
| Additions from separate acquisitions | \u00a0 | 6.0 | - | - | 0.2 | 6.2 |
| Amortisation | (30.2) | (5.4) | (1.3) | (2.9) | (39.8) | |
| Exchange rate effect | (0.3) | (0.6) | - | - | (0.9) | |
| Transfer to assets held for sale | \u00a0 | (4.4) | - | - | - | (4.4) |
| As at 31 December 2025 | ||||||
| Cost | 189.1 | 56.1 | 14.2 | 6.7 | 266.1 | |
| Accumulated amortisation and impairment | (115.5) | (16.4) | (9.6) | (4.9) | (146.4) | |
| Net book amount | 73.6 | 39.7 | 4.6 | 1.8 | 119.7 |
Intangible assets mainly consist of games, software, websites, client lists and trademarks. As at 31 December 2025, intangible assets amounted to \u20ac 119.7 \u00a0million (2024: \u20ac 167.0 million). The balance decreased by \u20ac 46.6 million, which is mainly due to \u20ac (39.8) million of amortization, \u20ac (29.1) million of divestments, \u20ac (4.4) million of transfer to assets held for sale; offset by \u20ac 6.2 million of additions from separate acquisitions, \u20ac 14.7 million of capitalized development cost, and \u20ac 6.0 million increase related to acquisitions through business combinations.
Additions from internal development, included in Games, Software and Websites, represent payroll and other operating expenses 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 2025 amounted to \u20ac 24.2 million (2024: \u20ac 23.6 million), out of which development costs of \u20ac 14.7 million (2024: \u20ac 16.2 million), were capitalized 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 2025amounted to \u20ac 35.6 million (31 December 2024: \u20ac 42.9 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.
In 2025, management reassessed the remaining useful lives of historically capitalized development costs. This prospective change in accounting estimate resulted in an accelerated amortization charge of \u20ac 1.1 million, recognized within amortization expenses in the consolidated statement of profit or loss.
For the estimated useful lives of intangible assets, please see respective section of Significant accounting policies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-e83d13cd034a010e": { "value": "| \u00a0 | Games, Software & Websites | Client lists | Trademarks & Patents | Others | Total | |
|---|---|---|---|---|---|---|
| As at 1 January 2024 | ||||||
| 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 | |
| Acquisitions through business combinations | 0.2 | 4 | 0.9 | - | 5.1 | |
| Additions from internal development | 16.2 | - | - | - | 16.2 | |
| Additions from separate acquisitions | \u00a0 | 6.4 | - | - | 1.3 | 7.7 |
| Disposals / Cancellations | (0.1) | - | - | (0.1) | (0.2) | |
| Amortisation | (29.7) | (6.6) | (1.9) | (0.6) | (38.8) | |
| Exchange rate effect | 0.3 | 0.7 | - | - | 1.0 | |
| Reclassification & Other | 1.2 | - | 0.1 | (1.6) | (0.3) | |
| As at 31 December 2024 | ||||||
| Cost | 208 | 78.3 | 14.8 | 7.3 | 308.4 | |
| Accumulated amortisation and impairment | (107.7) | (22) | (9.2) | (2.5) | (141.4) | |
| Net book amount | 100.3 | 56.3 | 5.6 | 4.8 | 167.0 | |
| Acquisitions through business combinations | 1.8 | 1.7 | 0.4 | 2.1 | 6.0 | |
| Divestments | (14.3) | (12.3) | (0.1) | (2.4) | (29.1) | |
| Additions from internal development | 14.7 | - | - | - | 14.7 | |
| Additions from separate acquisitions | \u00a0 | 6.0 | - | - | 0.2 | 6.2 |
| Amortisation | (30.2) | (5.4) | (1.3) | (2.9) | (39.8) | |
| Exchange rate effect | (0.3) | (0.6) | - | - | (0.9) | |
| Transfer to assets held for sale | \u00a0 | (4.4) | - | - | - | (4.4) |
| As at 31 December 2025 | ||||||
| Cost | 189.1 | 56.1 | 14.2 | 6.7 | 266.1 | |
| Accumulated amortisation and impairment | (115.5) | (16.4) | (9.6) | (4.9) | (146.4) | |
| Net book amount | 73.6 | 39.7 | 4.6 | 1.8 | 119.7 |
Intangible assets mainly consist of games, software, websites, client lists and trademarks. As at 31 December 2025, intangible assets amounted to \u20ac 119.7 \u00a0million (2024: \u20ac 167.0 million). The balance decreased by \u20ac 46.6 million, which is mainly due to \u20ac (39.8) million of amortization, \u20ac (29.1) million of divestments, \u20ac (4.4) million of transfer to assets held for sale; offset by \u20ac 6.2 million of additions from separate acquisitions, \u20ac 14.7 million of capitalized development cost, and \u20ac 6.0 million increase related to acquisitions through business combinations.
Additions from internal development, included in Games, Software and Websites, represent payroll and other operating expenses 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 2025 amounted to \u20ac 24.2 million (2024: \u20ac 23.6 million), out of which development costs of \u20ac 14.7 million (2024: \u20ac 16.2 million), were capitalized 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 2025amounted to \u20ac 35.6 million (31 December 2024: \u20ac 42.9 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.
In 2025, management reassessed the remaining useful lives of historically capitalized development costs. This prospective change in accounting estimate resulted in an accelerated amortization charge of \u20ac 1.1 million, recognized within amortization expenses in the consolidated statement of profit or loss.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-d7ff1821034a010e": { "value": "Intangible assets mainly consist of games, software, websites, client lists and trademarks. As at 31 December 2025, intangible assets amounted to \u20ac 119.7 \u00a0million (2024: \u20ac 167.0 million). The balance decreased by \u20ac 46.6 million, which is mainly due to \u20ac (39.8) million of amortization, \u20ac (29.1) million of divestments, \u20ac (4.4) million of transfer to assets held for sale; offset by \u20ac 6.2 million of additions from separate acquisitions, \u20ac 14.7 million of capitalized development cost, and \u20ac 6.0 million increase related to acquisitions through business combinations.
Additions from internal development, included in Games, Software and Websites, represent payroll and other operating expenses 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 2025 amounted to \u20ac 24.2 million (2024: \u20ac 23.6 million), out of which development costs of \u20ac 14.7 million (2024: \u20ac 16.2 million), were capitalized 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 2025amounted to \u20ac 35.6 million (31 December 2024: \u20ac 42.9 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.
In 2025, management reassessed the remaining useful lives of historically capitalized development costs. This prospective change in accounting estimate resulted in an accelerated amortization charge of \u20ac 1.1 million, recognized within amortization expenses in the consolidated statement of profit or loss.
For the estimated useful lives of intangible assets, please see respective section of Significant accounting policies.
The carrying amount of goodwill as at 31 December 2025 was \u20ac 189.4 million (31 December 2024: \u20ac 192.6 million), representing a net decrease of \u20ac 3.2 million. This decrease was primarily driven by the derecognition of \u20ac (10.2) million in goodwill associated with the disposal of subsidiaries. This was partially offset by an increase of \u20ac 8.5 million, comprising goodwill recognized from new business combinations in 2025 and measurement period adjustments to provisional amounts for 2024 acquisitions (refer to 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.
Historically, the Group identified two operating segments, Platform and Premium Games, as its groups of CGUs to which goodwill was allocated. Following the classification of the Premium Games segment as a disposal group held for sale during 2025, the Group now identifies a single operating segment, Platform, as the sole group of CGUs to which goodwill is allocated for the purpose of the annual impairment test of continuing operations.\u00a0
For the continuing operations, the impairment test is based on cash flow projections for a five-year period. After the five-year plan period, a terminal growth rate is applied. The Group of CGUs is tested for impairment by comparing its carrying amount to its recoverable amount.
The recoverable amount of the 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:
The pre-tax discount rate was 15.6% per annum (2024: 13.2% per annum). Discount rates applied are based on a weighted cost of capital (WACC), which is adjusted for specific risks. The WACC represents the post-tax cost of equity and cost of debt, and is based on market inputs that reflect changes in the time value of money, such as the risk free rate, market risk premium and beta factor. A country risk premium is used to address the risks specific to the geographic footprint. Value in use is calculated using post-tax cash flows and a post-tax discount rate; the pre-tax discount rate is derived iteratively for disclosure purposes.
Forecast sales growth rates are based on past experience adjusted for a continued strong growth rate as historically seen. Based on industry reports over the forecasted period, the digital advertising market is expected to grow at a rates of 7% to 10% (2024: 5% to 10%). Alongside the projected global market growth rate, Azerion used historical data to apply an average annual growth rate of 9% (2024: 10%) over the forecast period.
Operating profits are forecast based on historical operating margins and future expectations. EBITDA margin is expected to grow and be in the range of 10.7% to 14.8% for 2026 to 2030 (2024: 10.7% to 16.6% for 2025 to 2029). The improvement in 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% (2024: 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 to which goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions (2.0% increase in WACC, 20.0% decrease in EBITDA or 75.0% decrease in the sales growth rate) on which the recoverable amount is based would not cause the carrying amount to exceed the recoverable amount.
Based on the impairment analysis no impairment was recognized as at 31 December 2025\u00a0or 31 December 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-086a18f8034a010e": { "value": "Additions from internal development, included in Games, Software and Websites, represent payroll and other operating expenses 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 2025 amounted to \u20ac 24.2 million (2024: \u20ac 23.6 million), out of which development costs of \u20ac 14.7 million (2024: \u20ac 16.2 million), were capitalized 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 2025amounted to \u20ac 35.6 million (31 December 2024: \u20ac 42.9 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-578c109e034a010e": { "value": "| \u00a0 | \u00a0 | |
|---|---|---|
| As at 1 January 2024 | ||
| Cost | 187.1 | |
| Accumulated impairment | - | |
| Net book amount | 187.1 | |
| Recognised on acquisition of a subsidiary | 5.8 | |
| Derecognised on disposal of a subsidiary | (0.1) | |
| Exchange rate effect | (0.2) | |
| As at 31 December 2024 | ||
| Cost | 192.6 | |
| Accumulated impairment | - | |
| Net book amount | 192.6 | |
| Recognised on acquisition of a subsidiary | 8.5 | |
| Derecognised on disposal of a subsidiary | (10.2) | |
| Transfer to assets held for sale | \u00a0 | (1.5) |
| As at 31 December 2025 | ||
| Cost | 189.4 | |
| Accumulated impairment | - | |
| Net book amount | 189.4 |
The carrying amount of goodwill as at 31 December 2025 was \u20ac 189.4 million (31 December 2024: \u20ac 192.6 million), representing a net decrease of \u20ac 3.2 million. This decrease was primarily driven by the derecognition of \u20ac (10.2) million in goodwill associated with the disposal of subsidiaries. This was partially offset by an increase of \u20ac 8.5 million, comprising goodwill recognized from new business combinations in 2025 and measurement period adjustments to provisional amounts for 2024 acquisitions (refer to 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.
Historically, the Group identified two operating segments, Platform and Premium Games, as its groups of CGUs to which goodwill was allocated. Following the classification of the Premium Games segment as a disposal group held for sale during 2025, the Group now identifies a single operating segment, Platform, as the sole group of CGUs to which goodwill is allocated for the purpose of the annual impairment test of continuing operations.\u00a0
For the continuing operations, the impairment test is based on cash flow projections for a five-year period. After the five-year plan period, a terminal growth rate is applied. The Group of CGUs is tested for impairment by comparing its carrying amount to its recoverable amount.
The recoverable amount of the 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:
The pre-tax discount rate was 15.6% per annum (2024: 13.2% per annum). Discount rates applied are based on a weighted cost of capital (WACC), which is adjusted for specific risks. The WACC represents the post-tax cost of equity and cost of debt, and is based on market inputs that reflect changes in the time value of money, such as the risk free rate, market risk premium and beta factor. A country risk premium is used to address the risks specific to the geographic footprint. Value in use is calculated using post-tax cash flows and a post-tax discount rate; the pre-tax discount rate is derived iteratively for disclosure purposes.
Forecast sales growth rates are based on past experience adjusted for a continued strong growth rate as historically seen. Based on industry reports over the forecasted period, the digital advertising market is expected to grow at a rates of 7% to 10% (2024: 5% to 10%). Alongside the projected global market growth rate, Azerion used historical data to apply an average annual growth rate of 9% (2024: 10%) over the forecast period.
Operating profits are forecast based on historical operating margins and future expectations. EBITDA margin is expected to grow and be in the range of 10.7% to 14.8% for 2026 to 2030 (2024: 10.7% to 16.6% for 2025 to 2029). The improvement in 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% (2024: 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 to which goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions (2.0% increase in WACC, 20.0% decrease in EBITDA or 75.0% decrease in the sales growth rate) on which the recoverable amount is based would not cause the carrying amount to exceed the recoverable amount.
Based on the impairment analysis no impairment was recognized as at 31 December 2025\u00a0or 31 December 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-3ed01da2034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Eniro Group AB | 13.8 | 12.7 | |
| Other | 0.1 | 0.1 | |
| Total investments in joint venture and associates | 13.9 | 12.8 |
On 15 May 2024, the Group acquired a 26.1% interest in Eniro Group AB ('Eniro'), a digital marketing company listed on the Stockholm Stock Exchange and headquartered in Sweden. Because the Group exercises significant influence over Eniro, the investment is classified as an associate and accounted for using the equity method in accordance with IAS 28.
The initial fair value of the purchase consideration in 2024 was \u20ac 13.0 million. The movements in the carrying amount of the investment since acquisition are as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Balance as of 31 December 2024 | 12.7 | - | |
| Acquisitions | - | 13.0 | |
| Received dividend | - | (0.5) | |
| Share in profit of Eniro | 0.3 | 0.9 | |
| Elimination of downstream transaction | 0.3 | (0.6) | |
| Exchange rate effect | 0.5 | (0.1) | |
| Balance as of 31 December 2025 | 13.8 | 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 \u20ac0.3 million was booked in 2025 against the carrying amount of Azerion's investment in Eniro.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Non-current assets | 39.7 | 40.8 | |
| Current assets | 32.0 | 28.0 | |
| Non-current liabilities | 27.0 | 27.2 | |
| Current liabilities | 31.9 | 30.9 | |
| Net assets | 12.8 | 10.7 | |
| Revenue | 86.3 | 82.9 | |
| Profit / (loss) from continuing operations | 1.1 | 5.3 | |
| Other comprehensive income | 1.1 | (2.2) | |
| Total comprehensive income | 2.2 | 3.1 | |
| Group's share in % | 26.1% | 26.1% | |
| Group's share of Eniro's net assets1 | 3.3 | 2.8 | |
| Goodwill | 10.5 | 9.9 | |
| Carrying amount | 13.8 | 12.7 |
The market value as per 31 December 2025 of the 26.1% share in Eniro amounts to \u20ac 6.9 million (2024: \u20ac 7.4 million). Azerion holds 190 million shares at a market value per share at 31 December 2025 of SEK 0.390 (2024: SEK 0.447)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-92461b32034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Eniro Group AB | 13.8 | 12.7 | |
| Other | 0.1 | 0.1 | |
| Total investments in joint venture and associates | 13.9 | 12.8 |
On 15 May 2024, the Group acquired a 26.1% interest in Eniro Group AB ('Eniro'), a digital marketing company listed on the Stockholm Stock Exchange and headquartered in Sweden. Because the Group exercises significant influence over Eniro, the investment is classified as an associate and accounted for using the equity method in accordance with IAS 28.
The initial fair value of the purchase consideration in 2024 was \u20ac 13.0 million. The movements in the carrying amount of the investment since acquisition are as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Balance as of 31 December 2024 | 12.7 | - | |
| Acquisitions | - | 13.0 | |
| Received dividend | - | (0.5) | |
| Share in profit of Eniro | 0.3 | 0.9 | |
| Elimination of downstream transaction | 0.3 | (0.6) | |
| Exchange rate effect | 0.5 | (0.1) | |
| Balance as of 31 December 2025 | 13.8 | 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 \u20ac0.3 million was booked in 2025 against the carrying amount of Azerion's investment in Eniro.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Non-current assets | 39.7 | 40.8 | |
| Current assets | 32.0 | 28.0 | |
| Non-current liabilities | 27.0 | 27.2 | |
| Current liabilities | 31.9 | 30.9 | |
| Net assets | 12.8 | 10.7 | |
| Revenue | 86.3 | 82.9 | |
| Profit / (loss) from continuing operations | 1.1 | 5.3 | |
| Other comprehensive income | 1.1 | (2.2) | |
| Total comprehensive income | 2.2 | 3.1 | |
| Group's share in % | 26.1% | 26.1% | |
| Group's share of Eniro's net assets1 | 3.3 | 2.8 | |
| Goodwill | 10.5 | 9.9 | |
| Carrying amount | 13.8 | 12.7 |
The market value as per 31 December 2025 of the 26.1% share in Eniro amounts to \u20ac 6.9 million (2024: \u20ac 7.4 million). Azerion holds 190 million shares at a market value per share at 31 December 2025 of SEK 0.390 (2024: SEK 0.447)
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-35e50fba034a010e": { "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 in2025 to lease liabilities was 8.8% (2024: 8.1%).
The carrying amount of lease liabilities and the related movements during the period are as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| As at 1 January | 19.4 | 14.3 | |
| Acquisitions through business combinations | 0.5 | 1.7 | |
| Divestments | (1.2) | - | |
| Additions | 3.2 | 9.3 | |
| Repayment of the principal amount | (7.2) | (7.7) | |
| Accrued interest | 1.1 | 1.7 | |
| Interest paid | (1.1) | (1.7) | |
| Cancellation | (0.8) | (0.6) | |
| Exchange rate effect | (0.1) | 0.1 | |
| Transfer to assets held for sale | \u00a0 | (4.6) | - |
| Other | (1.0) | 2.3 | |
| As at 31 December | 8.2 | 19.4 | |
| Non current liabilities | 4.5 | 12.7 | |
| Current liabilities | 3.7 | 6.7 |
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be paid after the reporting date:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Less than 1 year | 4.3 | 7.9 | |
| 1 to 2 years | 2.5 | 5.0 | |
| 2 to 3 years | 1.3 | 3.7 | |
| 3 to 4 years | 0.7 | 2.4 | |
| 4 to 5 years | 0.2 | 1.7 | |
| More than 5 years | 0.2 | 1.4 | |
| Total undiscounted lease liability | 9.2 | 22.1 | |
| Unpaid finance expense | (1.0) | (2.7) | |
| Total lease liability | 8.2 | 19.4 |
The Group holds the following financial assets:
| \u00a0 | Deposits and other | Loans to related parties | Call option | Total | |
|---|---|---|---|---|---|
| As at 1 January 2024 | 5.5 | 18.5 | 6.8 | 30.8 | |
| Acquisitions through business combinations | 0.4 | - | - | 0.4 | |
| Additions | 1.2 | - | - | 1.2 | |
| Decrease | (0.9) | - | - | (0.9) | |
| Fair value changes | (1.3) | - | (2.1) | (3.4) | |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) | |
| Other | (0.1) | 0.2 | - | 0.1 | |
| As at 31 December 2024 | 4.8 | - | - | 4.8 | |
| Acquisitions through business combinations | 0.1 | - | - | 0.1 | |
| Divestments | (0.2) | - | - | (0.2) | |
| Additions | 2.1 | - | - | 2.1 | |
| Decrease | (0.6) | - | - | (0.6) | |
| Transfer to assets held for sale | \u00a0 | (1.1) | - | - | (1.1) |
| Reclassification from Trade and other receivables | - | 8.2 | - | 8.2 | |
| As at 31 December 2025 | 5.1 | 8.2 | - | 13.3 |
In December 2023, the Group entered into a settlement agreement with its shareholder, Principion Holding B.V., resulting in the recognition of a loan receivable and a call option over approximately 10.5 million ordinary shares of the Group (the 'Security Shares') owned by Principion.
The call option grants the Group the right to call the Security Shares at the lower of the current share price and an exercise price of \u20ac 1.85 per share. Any amounts payable upon exercise will be set off against the outstanding balance of the loan receivable. The call option is classified and measured at fair value through profit or loss in accordance with IFRS 9.
In 2024, the loan receivable and call option were reclassified from Non-current financial assets to current assets (Trade and other receivables) as the original mandatory exercise date was 31 March 2025. During 2025, the parties agreed to prolong the maturity to 31 March 2026. However, as at 31 December 2025, based on the Group's expectation and intent to restructure the facility and extend the realisation of a portion of the outstanding balance beyond twelve months, \u20ac 8.2 million has been transferred from current assets and is presented as a non-current financial asset in the Consolidated Statement of Financial Position.
Please also refer to Subsequent events and Trade and other receivables for more details.
The balance of rent deposits and other receivables as at 31 December 2025\u00a0in the amount of \u20ac 5.1 million (2024: \u20ac 4.8 million), is mainly comprised of:
The Group holds the following financial assets:
| \u00a0 | Deposits and other | Loans to related parties | Call option | Total | |
|---|---|---|---|---|---|
| As at 1 January 2024 | 5.5 | 18.5 | 6.8 | 30.8 | |
| Acquisitions through business combinations | 0.4 | - | - | 0.4 | |
| Additions | 1.2 | - | - | 1.2 | |
| Decrease | (0.9) | - | - | (0.9) | |
| Fair value changes | (1.3) | - | (2.1) | (3.4) | |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) | |
| Other | (0.1) | 0.2 | - | 0.1 | |
| As at 31 December 2024 | 4.8 | - | - | 4.8 | |
| Acquisitions through business combinations | 0.1 | - | - | 0.1 | |
| Divestments | (0.2) | - | - | (0.2) | |
| Additions | 2.1 | - | - | 2.1 | |
| Decrease | (0.6) | - | - | (0.6) | |
| Transfer to assets held for sale | \u00a0 | (1.1) | - | - | (1.1) |
| Reclassification from Trade and other receivables | - | 8.2 | - | 8.2 | |
| As at 31 December 2025 | 5.1 | 8.2 | - | 13.3 |
In December 2023, the Group entered into a settlement agreement with its shareholder, Principion Holding B.V., resulting in the recognition of a loan receivable and a call option over approximately 10.5 million ordinary shares of the Group (the 'Security Shares') owned by Principion.
The call option grants the Group the right to call the Security Shares at the lower of the current share price and an exercise price of \u20ac 1.85 per share. Any amounts payable upon exercise will be set off against the outstanding balance of the loan receivable. The call option is classified and measured at fair value through profit or loss in accordance with IFRS 9.
In 2024, the loan receivable and call option were reclassified from Non-current financial assets to current assets (Trade and other receivables) as the original mandatory exercise date was 31 March 2025. During 2025, the parties agreed to prolong the maturity to 31 March 2026. However, as at 31 December 2025, based on the Group's expectation and intent to restructure the facility and extend the realisation of a portion of the outstanding balance beyond twelve months, \u20ac 8.2 million has been transferred from current assets and is presented as a non-current financial asset in the Consolidated Statement of Financial Position.
Please also refer to Subsequent events and Trade and other receivables for more details.
For the year ended 31 December 2025, total interest accrued on the Group's senior secured bonds amounted to \u20ac 24.3 million, while cash interest paid totaled \u20ac (34.1) million, which includes the transaction costs paid \u20ac (3.8) million and bond voluntary redemption premium paid \u20ac (5.3) million.
| Issue Currency | Principal amount entered | Date entered1 | Non-current | Current | Effective interest rate | Year of maturity | ||
|---|---|---|---|---|---|---|---|---|
| \u00a0 | In millions of issue currency | In millions of EUR | ||||||
| Senior Secured Callable Bonds\u00a0 | EUR | 225.0 | October 31, 2025 | 216.9 | 4.2 | 7.5% | 2029 | |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 | |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | - | 0.1 | 0.3% | 2027 | |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | - | 0.1 | 1.4% | 2026 | |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | - | 0.1 | 2.3% | 2027 | |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | 0.1 | 2.0% | 2029 | |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | - | 0.1 | 0.3% | 2026 | |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | - | 0.1 | 0.7% | 2026 | |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | - | 0.1 | 3.2% | 2026 | |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | - | 0.1 | 0.8% | 2026 | |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | - | 0.1 | 0.6% | 2026 | |
| Lidion Bank | \u00a0 | EUR | - | - | - | 52.8 | \u00a0 | - |
| Total | 217.1 | 57.9 |
Azerion uses a non-recourse factoring solution. Within this solution, Azerion remains responsible for the collection of the factored invoices in its bank accounts. Payments are forwarded to the factoring bank after collection. Therefore, Azerion has Money in Transit, which may fluctuate based on seasonality, held for short periods of time which we consider to be short term borrowings. This is disclosed in the category 'debt to credit institutions\" above. Refer to Related parties for further details.
As at 31 December 2025, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-71292179034a010e": { "value": "The Group holds the following financial assets:
| \u00a0 | Deposits and other | Loans to related parties | Call option | Total | |
|---|---|---|---|---|---|
| As at 1 January 2024 | 5.5 | 18.5 | 6.8 | 30.8 | |
| Acquisitions through business combinations | 0.4 | - | - | 0.4 | |
| Additions | 1.2 | - | - | 1.2 | |
| Decrease | (0.9) | - | - | (0.9) | |
| Fair value changes | (1.3) | - | (2.1) | (3.4) | |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) | |
| Other | (0.1) | 0.2 | - | 0.1 | |
| As at 31 December 2024 | 4.8 | - | - | 4.8 | |
| Acquisitions through business combinations | 0.1 | - | - | 0.1 | |
| Divestments | (0.2) | - | - | (0.2) | |
| Additions | 2.1 | - | - | 2.1 | |
| Decrease | (0.6) | - | - | (0.6) | |
| Transfer to assets held for sale | \u00a0 | (1.1) | - | - | (1.1) |
| Reclassification from Trade and other receivables | - | 8.2 | - | 8.2 | |
| As at 31 December 2025 | 5.1 | 8.2 | - | 13.3 |
Please also refer to Subsequent events and Trade and other receivables for more details.
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 and 2025. As a result, as per 31 December 2025 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 2024 and 31 December 2025 (25,700 options in amount of \u20ac 0.2 million). There has been no movement on HTP Call Option in 2025.
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 2024 or 2025.
| \u00a0 | Share-based payment reserve | |
|---|---|---|
| Balance as of 31 December 2024 | 12.6 | |
| Vesting of share based payment | (0.1) | |
| Balance as of 31 December 2025 | 12.5 |
As at 31 December 2025 balance of share-based payments reserve amounts to \u20ac 12.5\u00a0million (2024: \u20ac 12.6\u00a0million). The movements in the share-based payments reserve are as follows:
| Share-based payments | Trade and other receivables | Other liabilities | ||||||
|---|---|---|---|---|---|---|---|---|
| Employee Awards | Conditional Special Shares | Davey Call Options | HTP Call Options | Azerion Founder Warrants | Total | Acquisition SARs | Acquisition SARs | |
| Balance as of 1 January 2024 | 0.2 | 2.2 | 0.2 | 0.2 | 9.9 | 12.7 | (0.8) | 0.8 |
| Amounts through P&L | 0.3 | - | - | - | - | 0.3 | - | - |
| Other movements | - | - | - | - | - | - | - | - |
| Exercised through: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| - Share capital | - | - | - | - | - | - | - | - |
| - Share premium | (0.4) | - | - | - | - | (0.4) | - | - |
| - Cash | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | 0.8 | (0.8) |
| Balance as of 31 December 2024 | 0.1 | 2.2 | 0.2 | 0.2 | 9.9 | 12.6 | - | - |
| Amounts through P&L | - | - | - | - | - | - | - | - |
| Other movements | - | - | - | - | - | - | - | - |
| Exercised through: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| - Share capital | - | - | - | - | - | - | - | - |
| - Share premium | (0.1) | - | - | - | - | (0.1) | - | - |
| - Cash | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | - |
| Balance as of 31 December 2025 | - | 2.2 | 0.2 | 0.2 | 9.9 | 12.5 | - | - |
| Number of instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | \u00a0 | 1,152,886 | 110,996 | 25,700 | 17,992,773 | - | - | - |
| Balance as of 31 December 2025 | \u00a0 | 1,152,886 | 110,996 | 25,700 | 17,992,773 | - | - | - |
| Prices of the instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | \u00a0 | 1.95 | 1.94 | 6.42 | 0.55 | |||
| Balance as of 31 December 2025 | \u00a0 | 1.95 | 1.94 | 6.42 | 0.55 |
The Group holds the following financial assets:
| \u00a0 | Deposits and other | Loans to related parties | Call option | Total | |
|---|---|---|---|---|---|
| As at 1 January 2024 | 5.5 | 18.5 | 6.8 | 30.8 | |
| Acquisitions through business combinations | 0.4 | - | - | 0.4 | |
| Additions | 1.2 | - | - | 1.2 | |
| Decrease | (0.9) | - | - | (0.9) | |
| Fair value changes | (1.3) | - | (2.1) | (3.4) | |
| Reclassification to Trade and other receivables | - | (18.7) | (4.7) | (23.4) | |
| Other | (0.1) | 0.2 | - | 0.1 | |
| As at 31 December 2024 | 4.8 | - | - | 4.8 | |
| Acquisitions through business combinations | 0.1 | - | - | 0.1 | |
| Divestments | (0.2) | - | - | (0.2) | |
| Additions | 2.1 | - | - | 2.1 | |
| Decrease | (0.6) | - | - | (0.6) | |
| Transfer to assets held for sale | \u00a0 | (1.1) | - | - | (1.1) |
| Reclassification from Trade and other receivables | - | 8.2 | - | 8.2 | |
| As at 31 December 2025 | 5.1 | 8.2 | - | 13.3 |
Please also refer to Subsequent events and Trade and other receivables for more details.
The Group holds a loan receivable from its shareholder, Principion Holding B.V., which is secured by a right of pledge over ordinary shares of the Group held by Principion. Alongside the loan, Principion previously granted the Group a call option to acquire up to 10,548,229 of these pledged shares. During 2025, the Group and Principion agreed to extend the maturity date of the loan receivable and the corresponding exercise period of the call option from 31 March 2025 to 31 March 2026.
The terms and year-end carrying amounts of these financial instruments are detailed in Trade and other receivables and Fair value measurement. Interest of \u20ac 0.8 million was accrued on the loan to Principion Holding B.V. in 2025, recorded Net finance costs\u00a0(2024: \u20ac 0.8 million).
The agreements described above were approved by Azerion's management board and supervisory board.
The call option was exercised during 2026, please refer to Subsequent events for more details.
Subsequent to this partial settlement, the Group and Principion renegotiated the terms of the remaining \u20ac 8.2 million loan balance, extending its maturity date beyond 31 December 2026 on the same terms as the original agreement. Consequently, this remaining balance is presented as a non-current financial asset as at 31 December 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-8ce416c7034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Trade receivables | 121.9 | 108.4 | |
| Loss allowance | (3.4) | (4.8) | |
| Receivables from related parties | 12.0 | 19.3 | |
| Prepaid expenses | 4.6 | 7.0 | |
| Governmental receivables | 6.4 | 27.0 | |
| Funds in escrow | 0.2 | 12.1 | |
| Other receivables | 14.3 | 15.6 | |
| Trade and other receivables | 156.0 | 184.6 |
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.
Included within Trade and other receivables is a financial arrangement with the Group's shareholder, Principion Holding B.V., comprising a loan receivable and a call option over approximately 10.5 million of the Group's ordinary shares.\u00a0
As at 31 December 2025, the carrying amount of the loan receivable is \u20ac 20.2 million\u00a0 (2024: \u20ac 19.3 million), out of which \u20ac 12.0 million is presented within Trade and other receivables, while \u20ac 8.2 million is presented within\u00a0non-current financial asset, measured at amortized cost. The fair value of the call option recognized as a current asset\u00a0decreased 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).\u00a0
For further details regarding the valuation techniques and assumptions applied to the call option, please refer to Fair value measurement. As this transaction is with a shareholder, further details are also provided in Related parties. Please refer to Subsequent events for more details.
As at 31 December 2024, funds in escrow amounted to \u20ac 12.1 million, of which \u20ac 11.9 million related to additional bonds placed under the Group's previous Senior Secured Callable Floating Rate Bond framework. These funds were subject to release upon the fulfilment of specific financial covenants. In October 2025, the Group successfully refinanced its debt, fully redeeming the outstanding bonds under the previous framework. Consequently, the associated financial covenants were extinguished, and the \u20ac 11.9 million held in escrow was fully released during the year. As at 31 December 2025, the balance of funds in escrow is \u20ac 0.2 million.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| As at 1 January | (4.8) | (4.8) | |
| Divestments | 0.5 | - | |
| Provision for loss allowance | (0.7) | (1.1) | |
| Write-off | 0.8 | 0.7 | |
| Exchange rate effect | 0.1 | 0.1 | |
| Other | 0.7 | 0.3 | |
| As at 31 December | (3.4) | (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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-90cd16ee034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| As at 1 January | (4.8) | (4.8) | |
| Divestments | 0.5 | - | |
| Provision for loss allowance | (0.7) | (1.1) | |
| Write-off | 0.8 | 0.7 | |
| Exchange rate effect | 0.1 | 0.1 | |
| Other | 0.7 | 0.3 | |
| As at 31 December | (3.4) | (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 | 2025 | 2024 | |
|---|---|---|---|
| Trade and other receivables | 156.0 | 184.6 | |
| Cash and cash equivalents | 58.0 | 90.6 | |
| Exposure | 214.0 | 275.2 |
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. There have been no significant changes in the estimation techniques or significant assumptions made during the reporting period
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Not due | 63.5 | 68.3 | |
| < 30 days | 12.6 | 7.7 | |
| 30 < 60 days | 8.7 | 7.7 | |
| 60 < 90 days | 2.5 | 4.3 | |
| 90 < 120 days | 5.1 | 8.2 | |
| 120 < 180 days | 8.3 | 1.5 | |
| > 180 days | 21.2 | 10.7 | |
| Gross receivables | 121.9 | 108.4 | |
| Loss allowance | (3.4) | (4.8) | |
| Net receivables | 118.5 | 103.6 |
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Cash at bank and in hand | 58.0 | 89.0 | |
| Cash equivalents | - | 1.6 | |
| Cash and cash equivalents | 58.0 | 90.6 |
The Group had no restricted cash as of 31 December 2025 and 31 December 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-6e801e41034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Share capital | 1.2 | 1.2 | |
| Share premium | 143.7 | 143.6 | |
| Legal reserves | 36.2 | 33.2 | |
| Share Based Payment Reserve | 12.5 | 12.6 | |
| Currency translation differences | (1.6) | (1.0) | |
| FV through OCI | (0.9) | (0.8) | |
| Retained earnings | (180.3) | (138.4) | |
| Non-controlling interest | 8.9 | 6.8 | |
| Total equity | 19.7 | 57.2 |
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 2025, the authorized share capital of Azerion Group N.V. comprised 122,870,787 ordinary shares (31 December 2024: 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 2025, 122,294,730 were placed and paid-up amounting to a total of \u20ac 1.2 million share capital (31 December 2024: \u20ac 1.2 million).
| \u00a0 | Ordinary shares | Preferences shares | Total | ||||
|---|---|---|---|---|---|---|---|
| \u00a0 | 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 2025 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 | |
| 31 December 2024 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
The following movements took place in the Treasury shares in 2025:
As a result, the number of Treasury shares decreased to 576,057 shares (2024: 676,689 shares).
2024 Movements:
\u2022 1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;
\u2022 113,656 shares were transferred in relation to the Executive Annual Incentive Plan.
As at 31 December 2025, Share premium amounted \u20ac 143.7 million (2024: \u20ac 143.6 million). The increase in the share premium is a result of:
2024 Movements:
As of 31 December 2025, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity. These limitations relate to legal reserves required by Dutch law of \u20ac 36.2 million (2024: \u20ac 33.2 million).
The legal reserve movement in 2025 comprises of \u20ac\u00a03.0 million (2024: \u20ac 5.5\u00a0million) 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 2025 the currency translation reserve amounted to \u20ac (1.6) million (2024: \u20ac (1.0) 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 2025\u00a0the reserve for fair value changes through OCI amounted to \u20ac (0.9) million (2024: \u20ac (0.8) million). The movement in 2025 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 2025, there were no balances or movements in Other equity Instruments.
As at 31 December 2025 the retained earnings amounted to \u20ac (180.3) million (2024: \u20ac (138.4) million).\u00a0
\u20ac (38.6) million movement in 2025 relates to the total comprehensive income for the year;\u20ac (3.0) million movement directly in Retained earnings relates to a reclassification from the Legal reserve and \u20ac (0.3)\u00a0million of other movements;For movement relating to the non-controlling interest transaction see related section below.\u00a02024 Movements:
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 2025 amounted to \u20ac 8.9 million (2024: \u20ac 6.8 million).\u00a0
\u20ac 2.0\u00a0million relates to the total comprehensive income for the year 2025 attributable to the non-controlling interest;\u20ac 0.1 million was related to other movements in the non-controlling interest.2024 Movements:
\u20ac 1.9 million relates to the total comprehensive income for the year 2024 attributable to the non-controlling interest;\u20ac (0.2) million dividend was declared and paid to minority shareholders of Admeen B.V. in 2024;\u20ac (0.2) million was related to other movements in the non-controlling interest.As of 31 December 2025, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity. These limitations relate to legal reserves required by Dutch law of \u20ac 36.2 million (2024: \u20ac 33.2 million).
The legal reserve movement in 2025 comprises of \u20ac\u00a03.0 million (2024: \u20ac 5.5\u00a0million) relating to capitalized development costs for the Group\u2019s developed technology and is not freely distributable to shareholders.\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-27071990034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Share capital | 1.2 | 1.2 | |
| Share premium | 143.7 | 143.6 | |
| Legal reserves | 36.2 | 33.2 | |
| Share Based Payment Reserve | 12.5 | 12.6 | |
| Currency translation differences | (1.6) | (1.0) | |
| FV through OCI | (0.9) | (0.8) | |
| Retained earnings | (180.3) | (138.4) | |
| Non-controlling interest | 8.9 | 6.8 | |
| Total equity | 19.7 | 57.2 |
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 2025, the authorized share capital of Azerion Group N.V. comprised 122,870,787 ordinary shares (31 December 2024: 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 2025, 122,294,730 were placed and paid-up amounting to a total of \u20ac 1.2 million share capital (31 December 2024: \u20ac 1.2 million).
| \u00a0 | Ordinary shares | Preferences shares | Total | ||||
|---|---|---|---|---|---|---|---|
| \u00a0 | 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 2025 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 | |
| 31 December 2024 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
As a result, the number of Treasury shares decreased to 576,057 shares (2024: 676,689 shares).
2024 Movements:\u2022 1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;
\u2022 113,656 shares were transferred in relation to the Executive Annual Incentive Plan.
As at 31 December 2025, Share premium amounted \u20ac 143.7 million (2024: \u20ac 143.6 million). The increase in the share premium is a result of:
As of 31 December 2025, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity. These limitations relate to legal reserves required by Dutch law of \u20ac 36.2 million (2024: \u20ac 33.2 million).
The legal reserve movement in 2025 comprises of \u20ac\u00a03.0 million (2024: \u20ac 5.5\u00a0million) 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 2025 the currency translation reserve amounted to \u20ac (1.6) million (2024: \u20ac (1.0) 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 2025\u00a0the reserve for fair value changes through OCI amounted to \u20ac (0.9) million (2024: \u20ac (0.8) million). The movement in 2025 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 2025, there were no balances or movements in Other equity Instruments.
As at 31 December 2025 the retained earnings amounted to \u20ac (180.3) million (2024: \u20ac (138.4) million).\u00a0
\u20ac (38.6) million movement in 2025 relates to the total comprehensive income for the year;\u20ac (3.0) million movement directly in Retained earnings relates to a reclassification from the Legal reserve and \u20ac (0.3)\u00a0million of other movements;For movement relating to the non-controlling interest transaction see related section below.\u00a02024 Movements:
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 2025 amounted to \u20ac 8.9 million (2024: \u20ac 6.8 million).\u00a0
As of 31 December 2025, pursuant to Dutch law, certain limitations exist relating to the distribution of shareholders\u2019 equity. These limitations relate to legal reserves required by Dutch law of \u20ac 36.2 million (2024: \u20ac 33.2 million).
The legal reserve movement in 2025 comprises of \u20ac\u00a03.0 million (2024: \u20ac 5.5\u00a0million) relating to capitalized development costs for the Group\u2019s developed technology and is not freely distributable to shareholders.\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-ae101288034a010e": { "value": "As at 31 December 2025, the authorized share capital of Azerion Group N.V. comprised 122,870,787 ordinary shares (31 December 2024: 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 2025, 122,294,730 were placed and paid-up amounting to a total of \u20ac 1.2 million share capital (31 December 2024: \u20ac 1.2 million).
| \u00a0 | Ordinary shares | Preferences shares | Total | ||||
|---|---|---|---|---|---|---|---|
| \u00a0 | 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 2025 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 | |
| 31 December 2024 | 122,870,787 | 1.2 | - | - | 122,870,787 | 1.2 |
The following movements took place in the Treasury shares in 2025:
100,632 shares were transferred in relation to the Executive Annual Incentive Plan.As a result, the number of Treasury shares decreased to 576,057 shares (2024: 676,689 shares).
2024 Movements:\u2022 1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;
\u2022 113,656 shares were transferred in relation to the Executive Annual Incentive Plan.
The following movements took place in the Treasury shares in 2025:
100,632 shares were transferred in relation to the Executive Annual Incentive Plan.As a result, the number of Treasury shares decreased to 576,057 shares (2024: 676,689 shares).
2024 Movements:\u2022 1,799,017 shares were transferred from Treasury in relation to considerations for acquisition of Eniro;
\u2022 113,656 shares were transferred in relation to the Executive Annual Incentive Plan.
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 2025 amounted to \u20ac 8.9 million (2024: \u20ac 6.8 million).\u00a0
\u20ac 2.0\u00a0million relates to the total comprehensive income for the year 2025 attributable to the non-controlling interest;\u20ac 0.1 million was related to other movements in the non-controlling interest.2024 Movements:
\u20ac 1.9 million relates to the total comprehensive income for the year 2024 attributable to the non-controlling interest;\u20ac (0.2) million dividend was declared and paid to minority shareholders of Admeen B.V. in 2024;\u20ac (0.2) million was related to other movements in the non-controlling interest.", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-0b5b1914034a010e": { "value": "In 2025 and 2024, the Group had the following share-based payment plans:
As at 31 December 2024 and 31 December 2025, 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 2024 or 2025.
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 2024 and 31 December 2025 (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 2024 and 31 December 2025 (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 De-SPAC Transaction. The current member of the Management Board, Mr. Umut Akpinar does not participate in the LTIP and no share awards were granted during 2024 or 2025 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, nor 2025 under the Executive Annual Incentive Scheme.
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 2024 and 2025. As a result, as per 31 December 2025 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 and 2025. As a result, as per 31 December 2025 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 2024 and 31 December 2025 (25,700 options in amount of \u20ac 0.2 million). There has been no movement on HTP Call Option in 2025.
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 2024 or 2025.
| \u00a0 | Share-based payment reserve | |
|---|---|---|
| Balance as of 31 December 2024 | 12.6 | |
| Vesting of share based payment | (0.1) | |
| Balance as of 31 December 2025 | 12.5 |
As at 31 December 2025 balance of share-based payments reserve amounts to \u20ac 12.5\u00a0million (2024: \u20ac 12.6\u00a0million). The movements in the share-based payments reserve are as follows:
| Share-based payments | Trade and other receivables | Other liabilities | ||||||
|---|---|---|---|---|---|---|---|---|
| Employee Awards | Conditional Special Shares | Davey Call Options | HTP Call Options | Azerion Founder Warrants | Total | Acquisition SARs | Acquisition SARs | |
| Balance as of 1 January 2024 | 0.2 | 2.2 | 0.2 | 0.2 | 9.9 | 12.7 | (0.8) | 0.8 |
| Amounts through P&L | 0.3 | - | - | - | - | 0.3 | - | - |
| Other movements | - | - | - | - | - | - | - | - |
| Exercised through: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| - Share capital | - | - | - | - | - | - | - | - |
| - Share premium | (0.4) | - | - | - | - | (0.4) | - | - |
| - Cash | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | 0.8 | (0.8) |
| Balance as of 31 December 2024 | 0.1 | 2.2 | 0.2 | 0.2 | 9.9 | 12.6 | - | - |
| Amounts through P&L | - | - | - | - | - | - | - | - |
| Other movements | - | - | - | - | - | - | - | - |
| Exercised through: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| - Share capital | - | - | - | - | - | - | - | - |
| - Share premium | (0.1) | - | - | - | - | (0.1) | - | - |
| - Cash | - | - | - | - | - | - | - | - |
| - Non- Cash | - | - | - | - | - | - | - | - |
| Balance as of 31 December 2025 | - | 2.2 | 0.2 | 0.2 | 9.9 | 12.5 | - | - |
| Number of instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | \u00a0 | 1,152,886 | 110,996 | 25,700 | 17,992,773 | - | - | - |
| Balance as of 31 December 2025 | \u00a0 | 1,152,886 | 110,996 | 25,700 | 17,992,773 | - | - | - |
| Prices of the instruments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Balance as of 31 December 2024 | \u00a0 | 1.95 | 1.94 | 6.42 | 0.55 | |||
| Balance as of 31 December 2025 | \u00a0 | 1.95 | 1.94 | 6.42 | 0.55 |
| \u00a0 | Commercial litigation | Restructuring | Employee benefit obligations | Other | Total | |
|---|---|---|---|---|---|---|
| As at 1 January 2024 | 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) | |
| Releases | - | (0.1) | - | (1.2) | (1.3) | |
| Exchange rate effect | 0.1 | - | - | - | 0.1 | |
| Reclassification & Other | 0.6 | - | - | - | 0.6 | |
| As at 31 December 2024 | 1.8 | - | 1.1 | 0.9 | 3.8 | |
| Acquisitions through business combinations | - | - | 2.0 | - | 2.0 | |
| Utilizations | (1.2) | - | (1.0) | (0.3) | (2.5) | |
| Releases | (0.3) | - | - | (0.1) | (0.4) | |
| Exchange rate effect | (0.1) | - | - | - | (0.1) | |
| As at 31 December 2025 | 0.2 | - | 2.1 | 0.5 | 2.8 | |
| As 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 2025 | 0.2 | - | 2.1 | 0.5 | 2.8 | |
| Non-current | 0.2 | - | 2.1 | 0.3 | 2.6 | |
| Current | - | - | - | 0.2 | 0.2 |
As at 31 December 2025, provisions (current and non-current) amounted to \u20ac 2.8 million (2024: \u20ac 3.8 million). The balance decreased by \u20ac (1.0) million and is mainly explained by the following:
As of 31 December 2025, commercial litigation provisions amounted to \u20ac 0.2 million (2024: \u20ac 1.8 million). The decrease in 2025\u00a0in the amount of \u20ac (1.2) million is related to the settlement of legal cases related to acquisitions in 2022 and 2023.
As of 31 December 2024, the restructuring provision was fully utilised.\u00a0
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 2025, other provisions amounted to \u20ac 0.5 million (2024: \u20ac 0.9 million). The balance decreased by \u20ac (0.4) million in the period mainly explained by utilisation of \u20ac (0.3) million on a provision which has been settled and release of excess provisions of (0.1) million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-2ac923be034a010e": { "value": "As of 31 December 2025, other provisions amounted to \u20ac 0.5 million (2024: \u20ac 0.9 million). The balance decreased by \u20ac (0.4) million in the period mainly explained by utilisation of \u20ac (0.3) million on a provision which has been settled and release of excess provisions of (0.1) million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-e7ee13ca034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Contingent consideration | 6.5 | 8.3 | |
| Deferred consideration | 9.0 | 13.1 | |
| Postponed Government payments | 2.8 | 4.6 | |
| Other liabilities | 0.0 | (0.2) | |
| Other liability | 18.3 | 25.8 | |
| Non-current | 1.8 | 15.2 | |
| Current | 16.5 | 10.6 |
As at 31 December 2025, other liabilities (current and non-current) amounted to \u20ac 18.3 million (2024: \u20ac 25.8 million) and mainly consisted of deferred consideration, contingent consideration, postponed wage taxes and other liabilities.\u00a0
The contingent consideration decrease by \u20ac 1.8 million, primarily reflecting a settlement payment of \u20ac 1.3 million made to Llama Group.
The deferred consideration decrease is mainly related to payments made in 2025 of \u20ac 10.8 million (2024: \u20ac 6.3 million), deferred consideration release \u20ac 1.5 million; offset by additions of \u20ac 7.1 million and unwinding of \u20ac 1.0 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
Azerion committed to several minimum purchase obligations, with a total remaining amount of around \u20ac 32.0 million at 31 December 2025, until 2027.
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.
The continuing involvement, represented by the potential maximum exposure to loss (\u20ac 6.4 million) (2024: (\u20ac5.3 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c61817f8034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Contingent consideration | 6.5 | 8.3 | |
| Deferred consideration | 9.0 | 13.1 | |
| Postponed Government payments | 2.8 | 4.6 | |
| Other liabilities | 0.0 | (0.2) | |
| Other liability | 18.3 | 25.8 | |
| Non-current | 1.8 | 15.2 | |
| Current | 16.5 | 10.6 |
As at 31 December 2025, other liabilities (current and non-current) amounted to \u20ac 18.3 million (2024: \u20ac 25.8 million) and mainly consisted of deferred consideration, contingent consideration, postponed wage taxes and other liabilities.\u00a0
The contingent consideration decrease by \u20ac 1.8 million, primarily reflecting a settlement payment of \u20ac 1.3 million made to Llama Group.
The deferred consideration decrease is mainly related to payments made in 2025 of \u20ac 10.8 million (2024: \u20ac 6.3 million), deferred consideration release \u20ac 1.5 million; offset by additions of \u20ac 7.1 million and unwinding of \u20ac 1.0 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
Azerion committed to several minimum purchase obligations, with a total remaining amount of around \u20ac 32.0 million at 31 December 2025, until 2027.
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.
The continuing involvement, represented by the potential maximum exposure to loss (\u20ac 6.4 million) (2024: (\u20ac5.3 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-51de15e1034a010e": { "value": "The contingent consideration decrease by \u20ac 1.8 million, primarily reflecting a settlement payment of \u20ac 1.3 million made to Llama Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-4a861593034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Trade payables | 157.8 | 137 | |
| Accruals | 47.2 | 52.6 | |
| Personnel costs | 9.3 | 12.5 | |
| Sales related taxes | 9.0 | 30.6 | |
| Other | 3.2 | 1.8 | |
| Accrued liabilities | 68.7 | 97.5 |
The carrying values of trade payables are a reasonable approximation of fair value due to their short-term nature.
The accruals balance of \u20ac 47.2 million (2024: \u20ac 52.6 million) mainly represents accrued publisher fees of \u20ac 22.5 million (2024: \u20ac 27.3 million), commission & provider fees of \u20ac 12.9 million (2024: \u20ac 15.4 million) and professional fees of \u20ac 1.2 million (2024: \u20ac 1.8 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-87a41adf034a010e": { "value": "The accruals balance of \u20ac 47.2 million (2024: \u20ac 52.6 million) mainly represents accrued publisher fees of \u20ac 22.5 million (2024: \u20ac 27.3 million), commission & provider fees of \u20ac 12.9 million (2024: \u20ac 15.4 million) and professional fees of \u20ac 1.2 million (2024: \u20ac 1.8 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-7b4c1189034a010e": { "value": "| \u00a0 | Senior secured bonds | Debt to credit institutions | Total | |
|---|---|---|---|---|
| As at 1 January 2024 | 163.8 | 37.3 | 201.1 | |
| Additions | 96.6 | 10.9 | 107.5 | |
| Principal repayments / disposals | - | (3.4) | (3.4) | |
| Capitalised transaction cost | - | - | - | |
| Interest accrued | 21.2 | 7.0 | 28.2 | |
| Interest paid | (20.3) | (6.9) | (27.2) | |
| As at 31 December 2024 | 261.3 | 44.9 | 306.2 | |
| Divestments | - | (0.1) | (0.1) | |
| Issuance | 220.5 | 20.7 | 241.2 | |
| Redemption | (261.4) | (11.5) | (272.9) | |
| Interest accrued | 24.3 | 8.8 | 33.1 | |
| Interest paid | (34.1) | (8.2) | (42.3) | |
| Capitalised transaction cost | (0.4) | - | (0.4) | |
| Loss on derecognition | 10.8 | - | 10.8 | |
| Reclassification & Other | 0.1 | (0.4) | (0.3) | |
| As at 31 December 2025 | 221.1 | 53.9 | 275.0 | |
| As at 31 December 2024 | 261.3 | 44.9 | 306.2 | |
| Non-current | 254.7 | 1.3 | 256.0 | |
| Current | 6.6 | 43.6 | 50.2 | |
| As at 31 December 2025 | 221.1 | 53.9 | 275.0 | |
| Non-current | 216.9 | 0.2 | 217.1 | |
| Current | 4.2 | 53.7 | 57.9 |
In October 2025, the Group successfully completed a comprehensive refinancing of its debt. The Group placed \u20ac 225.0 million in nominal value of new senior secured callable floating rate bonds (the \"2025 Bonds\") under a new \u20ac 350.0 million framework. The 2025 Bonds have a 4-year tenor, carry a floating interest rate of 3-month EURIBOR plus 5.5 per cent per annum, and were issued at 98.0 per cent of par. The 2025 Bonds are issued under ISIN NO0013660357.\u00a0\u00a0
At initial recognition, the 2025 Bonds were measured at fair value minus directly attributable transaction costs, resulting in an initial carrying amount of \u20ac 216.3 million (representing the \u20ac 220.5 million issue price less \u20ac (4.2) million in transaction costs).\u00a0
The proceeds from the 2025 Bonds, combined with cash at hand, were used to voluntarily redeem the entirety of the Group's previously outstanding senior secured bonds (ISIN NO0013017657), which had an aggregate principal amount of \u20ac 265.0 million. In connection with this early redemption and derecognition of the previous liabilities, a loss on derecognition of \u20ac 10.8 million was recognized in the consolidated statement of profit or loss. Refer to Net finance costs
The Issuance and redemption from the refinancing and extinguishment of the old bonds were settled on a net basis, resulting in a cash outflow of \u20ac (40.9) million. Refer to Financing activities for further details on the cash movements.\u00a0
For the year ended 31 December 2025, total interest accrued on the Group's senior secured bonds amounted to \u20ac 24.3 million, while cash interest paid totaled \u20ac (34.1) million, which includes the transaction costs paid \u20ac (3.8) million and bond voluntary redemption premium paid \u20ac (5.3) million.
The security for the 2025 Bonds includes a share pledge in respect of all shares in the group company Azerion Tech Holding B.V., and a pledge over material intra-group loans as defined in the Terms and Conditions of the bonds.
In 2024, the Group entered into a \u20ac 15.0 million Super Senior Working Capital Facility Agreement with Citibank, which was permitted under the framework of the former \u20ac 300.0 million senior secured floating rate bonds. The revolving credit facility was measured at amortized cost under IFRS 9 and bore interest at a base rate of 3-month EURIBOR plus a margin of 6.75% per annum, with available funds designated for general corporate purposes, including working capital and acquisitions. The \u20ac 9.5 million drawn balance outstanding as at 31 December 2024 was fully settled in April 2025.\u00a0
Azerion acquired entities that had governmental aided loans. The total amount for the 9 governmental aided loans ending 2025 was \u20ac 1.0 million (2024: \u20ac 2.9 million). The interest rates range from 0.3% to 3.2% and the maturity dates are between 2026 and 2029. The total amount for other commercial loans ending 2025 was \u20ac 0.1 million (2024: \u20ac 0.1 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 | ||
|---|---|---|---|---|---|---|---|---|
| \u00a0 | In millions of issue currency | In millions of EUR | ||||||
| Senior Secured Callable Bonds\u00a0 | EUR | 225.0 | October 31, 2025 | 216.9 | 4.2 | 7.5% | 2029 | |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 | |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | - | 0.1 | 0.3% | 2027 | |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | - | 0.1 | 1.4% | 2026 | |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | - | 0.1 | 2.3% | 2027 | |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | 0.1 | 2.0% | 2029 | |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | - | 0.1 | 0.3% | 2026 | |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | - | 0.1 | 0.7% | 2026 | |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | - | 0.1 | 3.2% | 2026 | |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | - | 0.1 | 0.8% | 2026 | |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | - | 0.1 | 0.6% | 2026 | |
| Lidion Bank | \u00a0 | EUR | - | - | - | 52.8 | \u00a0 | - |
| Total | 217.1 | 57.9 |
Azerion uses a non-recourse factoring solution. Within this solution, Azerion remains responsible for the collection of the factored invoices in its bank accounts. Payments are forwarded to the factoring bank after collection. Therefore, Azerion has Money in Transit, which may fluctuate based on seasonality, held for short periods of time which we consider to be short term borrowings. This is disclosed in the category 'debt to credit institutions\" above. Refer to Related parties for further details.
As at 31 December 2025, the Group is in compliance with all the relevant covenants in relation to its borrowings.
| \u00a0 | Senior secured bonds | Debt to credit institutions | Total Borrowings | Lease liabilities | Total | |
|---|---|---|---|---|---|---|
| As at 1 January 2024 | 163.8 | 37.3 | 201.1 | 14.3 | 215.4 | |
| Cash movements: | ||||||
| Proceeds | 84.5 | 10.9 | 95.4 | - | 95.4 | |
| Repayments | - | (3.4) | (3.4) | (7.7) | (11.1) | |
| Interest paid | (20.3) | (6.9) | (27.2) | (1.7) | (28.9) | |
| Capitalised transaction cost | - | - | - | - | - | |
| Non-Cash movements: | ||||||
| Acquisitions through business combinations | - | - | - | 1.7 | 1.7 | |
| Bond procceds held in escrow | \u00a0 | 12.1 | - | 12.1 | - | 12.1 |
| Interest accrued | 21.2 | 7.0 | 28.2 | 1.7 | 29.9 | |
| New lease liabilities recognized | - | - | - | 9.3 | 9.3 | |
| Exchange rate effect | - | - | - | 0.1 | 0.1 | |
| Reclassification & Other | - | - | - | 1.7 | 1.7 | |
| As at 31 December 2024 | 261.3 | 44.9 | 306.2 | 19.4 | 325.6 | |
| Cash movements: | ||||||
| Proceeds | 11.9 | 20.7 | 32.6 | - | 32.6 | |
| Repayments | (40.9) | (11.5) | (52.4) | (7.2) | (59.6) | |
| Interest paid | (34.1) | (8.2) | (42.3) | (1.2) | (43.5) | |
| Non-Cash movements: | ||||||
| Capitalised transaction cost | \u00a0 | (0.4) | - | (0.4) | - | (0.4) |
| Acquisitions through business combinations | - | - | - | 0.5 | 0.5 | |
| Bond procceds held in escrow | \u00a0 | (11.9) | - | (11.9) | - | (11.9) |
| Divestments | - | (0.1) | (0.1) | (1.2) | (1.3) | |
| Interest accrued | 24.3 | 8.8 | 33.1 | 1.1 | 34.2 | |
| New lease liabilities recognized | - | - | - | 3.2 | 3.2 | |
| Loss on derecognition | 10.8 | - | 10.8 | - | 10.8 | |
| Exchange rate effect | - | (0.3) | (0.3) | (0.1) | (0.4) | |
| Cancellation | - | - | - | (0.8) | (0.8) | |
| Reclassification & Other | 0.1 | (0.4) | (0.3) | (5.5) | (5.8) | |
| As at 31 December 2025 | 221.1 | 53.9 | 275.0 | 8.2 | 283.2 |
For the year ended 31 December 2025, total interest accrued on the Group's senior secured bonds amounted to \u20ac 24.3 million, while cash interest paid totaled \u20ac (34.1) million, which includes the transaction costs paid \u20ac (3.8) million and bond voluntary redemption premium paid \u20ac (5.3) million.
| Issue Currency | Principal amount entered | Date entered1 | Non-current | Current | Effective interest rate | Year of maturity | ||
|---|---|---|---|---|---|---|---|---|
| \u00a0 | In millions of issue currency | In millions of EUR | ||||||
| Senior Secured Callable Bonds\u00a0 | EUR | 225.0 | October 31, 2025 | 216.9 | 4.2 | 7.5% | 2029 | |
| Commerzbank | EUR | 0.2 | March 31, 2017 | 0.1 | - | 3.4% | 2032 | |
| HSBC Continental Europe (Government aided) | EUR | 0.5 | April 5, 2022 | - | 0.1 | 0.3% | 2027 | |
| BPI France (Government aided) | EUR | 0.5 | March 31, 2022 | - | 0.1 | 1.4% | 2026 | |
| Banque Postale (Government aided) | EUR | 0.4 | March 12, 2021 | - | 0.1 | 2.3% | 2027 | |
| CDTI (Government aided) | EUR | 0.3 | December 31, 2020 | 0.1 | 0.1 | 2.0% | 2029 | |
| HSBC (Government aided) | EUR | 0.8 | July 3, 2021 | - | 0.1 | 0.3% | 2026 | |
| CAISSE D\u00c9 PARGNE (Government aided) | EUR | 0.8 | June 6, 2020 | - | 0.1 | 0.7% | 2026 | |
| BPI France (Government aided) | EUR | 1.0 | December 31, 2018 | - | 0.1 | 3.2% | 2026 | |
| BNP Paribas (Government aided) | EUR | 1.0 | June 5, 2021 | - | 0.1 | 0.8% | 2026 | |
| Societe Generale (Government aided) | EUR | 1.0 | May 18, 2021 | - | 0.1 | 0.6% | 2026 | |
| Lidion Bank | \u00a0 | EUR | - | - | - | 52.8 | \u00a0 | - |
| Total | 217.1 | 57.9 |
Azerion uses a non-recourse factoring solution. Within this solution, Azerion remains responsible for the collection of the factored invoices in its bank accounts. Payments are forwarded to the factoring bank after collection. Therefore, Azerion has Money in Transit, which may fluctuate based on seasonality, held for short periods of time which we consider to be short term borrowings. This is disclosed in the category 'debt to credit institutions\" above. Refer to Related parties for further details.
As at 31 December 2025, 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.
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:
In December 2023, the Group and Principion Holding B.V. restructured their borrowing arrangements, resulting in Principion granting the Group a call option to acquire up to 10,548,229 of the Group's ordinary shares held by Principion. The exercise price per share is the lower of \u20ac 1.85 or the current share price at the time of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). Upon exercise, the total exercise price is set off against the outstanding loan receivable owed by Principion.
During 2025, the mandatory exercise date of the call option was extended to 31 March 2026.
The call option is measured at fair value through profit or loss. The Group determines the fair value of the call option using an option-pricing model (Black-Scholes). Because the significant inputs used in this model are directly or indirectly observable in active markets, the fair value measurement is classified as Level 2. The key observable inputs utilized in the valuation as at 31 December 2025 included the closing share price of Azerion Group N.V., the annualized historical volatility of the share price commensurate with the remaining tenor of the option, and the applicable risk-free interest rate.
As at 31 December 2025, the fair value of the call option was assessed to be \u20ac 0.0 million, with the corresponding fair value loss fully recognized in profit or loss within net finance costs.
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 bonds | Debt to credit institutions | Total Borrowings | Lease liabilities | Total | |
|---|---|---|---|---|---|---|
| As at 1 January 2024 | 163.8 | 37.3 | 201.1 | 14.3 | 215.4 | |
| Cash movements: | ||||||
| Proceeds | 84.5 | 10.9 | 95.4 | - | 95.4 | |
| Repayments | - | (3.4) | (3.4) | (7.7) | (11.1) | |
| Interest paid | (20.3) | (6.9) | (27.2) | (1.7) | (28.9) | |
| Capitalised transaction cost | - | - | - | - | - | |
| Non-Cash movements: | ||||||
| Acquisitions through business combinations | - | - | - | 1.7 | 1.7 | |
| Bond procceds held in escrow | \u00a0 | 12.1 | - | 12.1 | - | 12.1 |
| Interest accrued | 21.2 | 7.0 | 28.2 | 1.7 | 29.9 | |
| New lease liabilities recognized | - | - | - | 9.3 | 9.3 | |
| Exchange rate effect | - | - | - | 0.1 | 0.1 | |
| Reclassification & Other | - | - | - | 1.7 | 1.7 | |
| As at 31 December 2024 | 261.3 | 44.9 | 306.2 | 19.4 | 325.6 | |
| Cash movements: | ||||||
| Proceeds | 11.9 | 20.7 | 32.6 | - | 32.6 | |
| Repayments | (40.9) | (11.5) | (52.4) | (7.2) | (59.6) | |
| Interest paid | (34.1) | (8.2) | (42.3) | (1.2) | (43.5) | |
| Non-Cash movements: | ||||||
| Capitalised transaction cost | \u00a0 | (0.4) | - | (0.4) | - | (0.4) |
| Acquisitions through business combinations | - | - | - | 0.5 | 0.5 | |
| Bond procceds held in escrow | \u00a0 | (11.9) | - | (11.9) | - | (11.9) |
| Divestments | - | (0.1) | (0.1) | (1.2) | (1.3) | |
| Interest accrued | 24.3 | 8.8 | 33.1 | 1.1 | 34.2 | |
| New lease liabilities recognized | - | - | - | 3.2 | 3.2 | |
| Loss on derecognition | 10.8 | - | 10.8 | - | 10.8 | |
| Exchange rate effect | - | (0.3) | (0.3) | (0.1) | (0.4) | |
| Cancellation | - | - | - | (0.8) | (0.8) | |
| Reclassification & Other | 0.1 | (0.4) | (0.3) | (5.5) | (5.8) | |
| As at 31 December 2025 | 221.1 | 53.9 | 275.0 | 8.2 | 283.2 |
The Group generates revenue from the following major streams:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Direct Sales | 276.2 | 287.2 | |
| Automated Auction Sales | 155.9 | 125.1 | |
| AAA Game Distribution | 108.5 | 85.0 | |
| Total revenue | 540.6 | 497.3 |
The Group does not have any significant amount of revenue recognised over time, for details see the revenue section in Significant accounting policies. \u00a0Revenues of approximately \u20ac 75.0 million (2024: \u20ac 65.7 million) are derived from a single external customer, Google Ireland Ltd.\u00a0
In the following table, revenue is disaggregated by country of origin:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Belgium | 13.9 | 12.2 | |
| France | 97.6 | 89.1 | |
| Germany | 55.2 | 68.1 | |
| Ireland | 75.7 | 64.9 | |
| Italy | 9.3 | 17.3 | |
| Nordic Countries | 42.6 | 37.5 | |
| Spain | 6.7 | 10.2 | |
| The Netherlands | 19.3 | 22.2 | |
| United Arab Emirates | 70.9 | 35.1 | |
| United Kingdom | 44.0 | 40.8 | |
| United States | 62.9 | 65.3 | |
| Other European Countries | 29.4 | 18.8 | |
| Other Non-European Countries | 13.1 | 15.8 | |
| Total revenue | 540.6 | 497.3 |
The Group generates revenue from the following major streams:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Direct Sales | 276.2 | 287.2 | |
| Automated Auction Sales | 155.9 | 125.1 | |
| AAA Game Distribution | 108.5 | 85.0 | |
| Total revenue | 540.6 | 497.3 |
The Group does not have any significant amount of revenue recognised over time, for details see the revenue section in Significant accounting policies. \u00a0Revenues of approximately \u20ac 75.0 million (2024: \u20ac 65.7 million) are derived from a single external customer, Google Ireland Ltd.\u00a0
In the following table, revenue is disaggregated by country of origin:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Belgium | 13.9 | 12.2 | |
| France | 97.6 | 89.1 | |
| Germany | 55.2 | 68.1 | |
| Ireland | 75.7 | 64.9 | |
| Italy | 9.3 | 17.3 | |
| Nordic Countries | 42.6 | 37.5 | |
| Spain | 6.7 | 10.2 | |
| The Netherlands | 19.3 | 22.2 | |
| United Arab Emirates | 70.9 | 35.1 | |
| United Kingdom | 44.0 | 40.8 | |
| United States | 62.9 | 65.3 | |
| Other European Countries | 29.4 | 18.8 | |
| Other Non-European Countries | 13.1 | 15.8 | |
| Total revenue | 540.6 | 497.3 |
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Wages and salaries | (55.3) | (56.9) | |
| Social charges | (12.9) | (11.7) | |
| Pension costs | (0.6) | (1.4) | |
| Share-based payment expense | - | (0.4) | |
| Incentive compensation expenses | (6.9) | (5.3) | |
| Other | (14.0) | (14.9) | |
| Less: Capitalized development costs | 14.5 | 13.3 | |
| Total personnel costs | (75.2) | (77.3) |
Other costs consist of other staff expenses, contractor fees and restructuring expense. The main reason for decrease in 2025 is the lower restructuring expense of \u20ac 0.5 million compared to \u20ac 1.3 million in 2024.
Share-based payment expenses amounted to \u20ac 0.0 million in 2025 (2024: \u20ac (0.4) 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 2025 amounted to \u20ac (0.6) million (2024: \u20ac (1.4) 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.
To better reflect utilized personnel capacity and align with Dutch Civil Code (Part 9, Book 2) best practices, the Group changed its workforce disclosure from average headcount to average full-time equivalents (FTEs). This excludes contractors, third-party service providers, interns, and trainees. Comparative 2024 figures have been retrospectively adjusted to ensure comparability.
The following table presents the average full-time equivalents, categorized by department:
| 2025 | 2024 | ||
|---|---|---|---|
| Engineering & Product | 408 | 454 | |
| Commercial | 313 | 269 | |
| Corporate | 191 | 212 | |
| Total | 912 | 935 |
An average total of 158 FTEs are based in the Netherlands (2024: 176 employees).
As at 31 December 2025, KMP consists of 1 member of the Management Board (31 December 2024: 2) and 6 members of the Executive Committee (31 December 2024: 7) that form the leadership team and 4\u00a0members of the Supervisory Board (31 December 2024: 4).\u00a0
No loans, advance payments or guarantees have been granted to or on behalf of the KMP members by the Company, its subsidiaries or other companies of which it consolidates financial information.
The total remuneration of key management personnel was as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Short-term employee benefits | 4.5 | 3.2 | |
| Post-employment benefits | 0.1 | - | |
| Share-based payment benefits | - | 0.1 | |
| Remuneration of\u00a0 key management personnel | 4.6 | 3.3 |
Other costs consist of other staff expenses, contractor fees and restructuring expense. The main reason for decrease in 2025 is the lower restructuring expense of \u20ac 0.5 million compared to \u20ac 1.3 million in 2024.
Share-based payment expenses amounted to \u20ac 0.0 million in 2025 (2024: \u20ac (0.4) 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 2025 amounted to \u20ac (0.6) million (2024: \u20ac (1.4) 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.
To better reflect utilized personnel capacity and align with Dutch Civil Code (Part 9, Book 2) best practices, the Group changed its workforce disclosure from average headcount to average full-time equivalents (FTEs). This excludes contractors, third-party service providers, interns, and trainees. Comparative 2024 figures have been retrospectively adjusted to ensure comparability.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-adf41791034a010e": { "value": "The following table presents the average full-time equivalents, categorized by department:
| 2025 | 2024 | ||
|---|---|---|---|
| Engineering & Product | 408 | 454 | |
| Commercial | 313 | 269 | |
| Corporate | 191 | 212 | |
| Total | 912 | 935 |
An average total of 158 FTEs are based in the Netherlands (2024: 176 employees).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-e90d13d2034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Website expenses | (108.0) | (86.5) | |
| Publisher fees | (261.6) | (240.5) | |
| Advertising and email routing | (3.7) | (3.0) | |
| Hosting fees | (21.7) | (16.8) | |
| Gains / (losses) on foreign currency | 6.6 | (0.7) | |
| Other direct costs | (6.2) | (2.6) | |
| Total | (394.6) | (350.1) |
Other direct costs include mainly advertising technology costs, software license fees, campaign research cost and rental of IT equipment.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Accommodation costs | (2.6) | (2.4) | |
| Travel & representation costs | (4.1) | (3.9) | |
| Selling expenses | (7.9) | (10.3) | |
| Professional services | (11.6) | (10.6) | |
| Operating costs | (6.0) | (5.5) | |
| Other costs | (2.1) | (5.7) | |
| Total | (34.3) | (38.4) |
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 decrease 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 2025 and 31 December 2024. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| \u00a0 | Pricewaterhouse Coopers Accountants N.V. | Pricewaterhouse Coopers member firms | Other accounting firms | Total | |
|---|---|---|---|---|---|
| 2025 | |||||
| Audit of the financial statements | 1.4 | 0.6 | 0.4 | 2.4 | |
| Other non-audit services | - | - | - | - | |
| Other audit procedures | - | - | - | - | |
| Tax services | - | - | - | - | |
| Total | 1.4 | 0.6 | 0.4 | 2.4 | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| 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 | 2025 | 2024 | |
|---|---|---|---|
| Website expenses | (108.0) | (86.5) | |
| Publisher fees | (261.6) | (240.5) | |
| Advertising and email routing | (3.7) | (3.0) | |
| Hosting fees | (21.7) | (16.8) | |
| Gains / (losses) on foreign currency | 6.6 | (0.7) | |
| Other direct costs | (6.2) | (2.6) | |
| Total | (394.6) | (350.1) |
Other direct costs include mainly advertising technology costs, software license fees, campaign research cost and rental of IT equipment.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Accommodation costs | (2.6) | (2.4) | |
| Travel & representation costs | (4.1) | (3.9) | |
| Selling expenses | (7.9) | (10.3) | |
| Professional services | (11.6) | (10.6) | |
| Operating costs | (6.0) | (5.5) | |
| Other costs | (2.1) | (5.7) | |
| Total | (34.3) | (38.4) |
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 decrease 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 2025 and 31 December 2024. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| \u00a0 | Pricewaterhouse Coopers Accountants N.V. | Pricewaterhouse Coopers member firms | Other accounting firms | Total | |
|---|---|---|---|---|---|
| 2025 | |||||
| Audit of the financial statements | 1.4 | 0.6 | 0.4 | 2.4 | |
| Other non-audit services | - | - | - | - | |
| Other audit procedures | - | - | - | - | |
| Tax services | - | - | - | - | |
| Total | 1.4 | 0.6 | 0.4 | 2.4 | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| 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 |
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 decrease 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-3a7419ca034a010e": { "value": "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 decrease 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-3f1b15a1034a010e": { "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 2025 and 31 December 2024. The following table presents the aggregate fees rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms.
| \u00a0 | Pricewaterhouse Coopers Accountants N.V. | Pricewaterhouse Coopers member firms | Other accounting firms | Total | |
|---|---|---|---|---|---|
| 2025 | |||||
| Audit of the financial statements | 1.4 | 0.6 | 0.4 | 2.4 | |
| Other non-audit services | - | - | - | - | |
| Other audit procedures | - | - | - | - | |
| Tax services | - | - | - | - | |
| Total | 1.4 | 0.6 | 0.4 | 2.4 | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| 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 | 2025 | 2024 | |
|---|---|---|---|
| Gain/(loss) on sale of property, plant and equipment | - | (0.1) | |
| Gain/(loss) on sale of intangible assets | - | (0.1) | |
| Gain/(loss) on sale of subsidiaries | (0.5) | (22.6) | |
| Total | (0.5) | (22.8) |
Total other gains and losses for the year ended 31 December 2025 amounted to a net loss of \u20ac (0.5) million (2024: \u20ac (22.8) million). The significant year-over-year variance is primarily attributable to the non-recurrence of a \u20ac 22.6 million loss recognized in 2024. This prior-year loss was driven by a non-recurring fair value adjustment to the contingent earn-out receivable associated with the 2023 divestment of the social card games portfolio.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-36fb1544034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-51fe15de034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-abc5126c034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-c2921306034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-d71d1383034a010e": { "value": "| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Finance income | 7.6 | 6.9 | |
| Interest expense on third party balances | (33.1) | (28.2) | |
| Interest expense on leases (IFRS16) | (1.1) | (1.3) | |
| Other finance costs | (20.9) | (16.6) | |
| Finance costs | (55.1) | (46.1) | |
| Net finance costs | (47.5) | (39.2) |
Net finance costs for the year ended 31 December 2025 increased to \u20ac (47.5) million (2024: \u20ac (39.2) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, and the fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
Please refer to Financing activities for further details of the related borrowings to the above interest expense.\u00a0
Net finance costs for the year ended 31 December 2025 increased to \u20ac (38.2) million (2024: \u20ac (30.7) million). This increase was primarily driven by:
\u20ac 10.8 million in costs associated with the refinancing of the Group's senior secured bonds (2024: \u20ac 1.0 million), representing the write-off of unamortized capitalized transaction costs and the settlement of early redemption premiums upon the extinguishment of the previous bonds (also referred to as loss on derecognition of borrowings);
\u20ac 3.3 million of additional interest expense on the senior secured bonds, reflecting the higher outstanding principal following the 2025 issuances;
These increases were partially offset by lower other finance costs incurred in 2025. The costs incurred in prior year appeared to be higher mainly due to a fair value loss recognized on the Principion call option (measured at fair value through profit or loss) of \u20ac 6.8 million.
The category other finance cost mainly consist of the loss on derecognition (\u20ac 10.8 million) in 2025, as well as as fair value loss on the Principion call option \u20ac (6.8)million in 2024, as detailed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-667010e5034a010e": { "value": "Major components of income tax expense are as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Current year | (4.3) | (3.4) | |
| Changes in estimates related to prior year | (1.1) | 3.1 | |
| Total current tax expenses | (5.4) | (0.3) | |
| Origination and reversal of temporary differences and tax losses | 2.2 | 7.1 | |
| (Derecognition)/recognition of deferred tax assets | 0.1 | 2.0 | |
| Changes in estimates related to prior year | 0.2 | (0.6) | |
| Other | (1.5) | - | |
| Total deferred tax expenses | 1.0 | 8.5 | |
| Income tax expense | (4.4) | 8.2 |
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Profit / (loss) before tax | (53.9) | (66.8) | |
| Tax using the company's tax rate | 13.9 | 17.2 | |
| Effect of tax rates in other countries | - | 0.3 | |
| Non-taxable income | 1.5 | 4.0 | |
| Non-deductible expenses | (10.8) | (8.1) | |
| (Derecognition)/Recognition of deferred tax assets | (6.3) | (8.6) | |
| Prior year adjustments | (0.9) | 2.4 | |
| Other | (1.8) | 1.0 | |
| Income tax expense at effective tax rate | (4.4) | 8.2 | |
| Effective tax rate | 8.2% | (12.3)% |
The effective tax rate in 2025 was 8.2% (2024: (12.3)%). The higher effective tax rate in 2025 is mainly due to non-recognition of deferred tax assets and non-deductible expenses.
| \u00a0 | Balance as of 31 December 2024 | Recognized in profit or loss1 | Recognized directly in equity | Acquisitions through business combinations | Divestments | Exchange rate effect | Others | Balance as of 31 December 2025 | |
|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | 0.2 | (0.1) | - | - | - | (0.1) | - | - | |
| Intangible assets | 1.7 | - | - | - | - | - | (0.3) | 1.4 | |
| Pensions | 0.1 | - | - | 0.5 | - | - | - | 0.6 | |
| Tax loss carry forwards | 15.1 | (0.2) | - | - | - | - | (0.2) | 14.7 | |
| Other | 0.3 | 0.8 | - | 0.4 | - | - | (1.0) | 0.5 | |
| Netting DTA/DTL | (15.9) | - | - | - | - | - | 0.5 | (15.4) | |
| Total deferred tax asset | 1.5 | 0.5 | - | 0.9 | - | (0.1) | (1.0) | 1.8 | |
| Property, plant and equipment | - | - | - | - | - | - | - | - | |
| Intangible assets | (34.8) | 3.2 | - | (1.4) | 7.9 | - | 1.2 | (23.9) | |
| Pensions | - | - | - | - | - | - | - | - | |
| Borrowings | - | - | - | - | - | - | - | - | |
| Other | (1.5) | (1.8) | - | - | - | - | 0.3 | (3.0) | |
| Netting DTA/DTL | 15.9 | - | - | - | - | - | (0.5) | 15.4 | |
| Total deferred tax liabilities | (20.4) | 1.4 | - | (1.4) | 7.9 | - | 1.0 | (11.5) | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (18.9) | 1.9 | - | (0.5) | 7.9 | (0.1) | - | (9.7) |
| \u00a0 | Balance as of 1 January 2024 | Recognized in profit or loss1 | Recognized directly in equity | Acquisitions through business combinations | Divestments | Exchange rate effect | Others | 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 | |
| Property, plant and equipment | - | - | - | - | - | - | - | - | |
| Intangible assets | (37.2) | 3.7 | - | (1.2) | - | - | - | (34.8) | |
| Pensions | - | - | - | - | - | - | - | - | |
| Borrowings | - | - | - | - | - | - | - | - | |
| Other | (5.6) | 5.1 | - | - | - | - | (1.0) | (1.5) | |
| Netting DTA/DTL | 12.9 | - | - | - | - | - | 3.0 | 15.9 | |
| Total deferred tax liabilities | (30) | 8.8 | - | (1.2) | - | - | 2.0 | (20.4) | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (27.6) | 10.2 | - | (0.4) | - | - | (1.0) | (18.9) |
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 8.3 million of the Deferred tax liability (2024: \u20ac 15.8 million) 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 | 2025 | 2024 | |
|---|---|---|---|
| Tax losses | 332.0 | 266.9 | |
| Unrecognized losses | 272.6 | 207.7 | |
| Expire | 0.2 | 0.3 | |
| Never expire | 331.9 | 207.4 |
In addition to the unrecognized losses above, deferred tax assets of \u20ac 27.9 million (2024: \u20ac 21.6 million) have not been recognized in relation to other temporary differences.
| \u00a0 | 2025 | 2026 | 2027 | 2028 | 2029 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Unrecognized losses | - | - | - | - | - | - | 272.6 | 272.6 | |
| Recognized losses | - | - | - | - | - | - | 59.4 | 59.4 | |
| Tax losses | - | - | - | - | - | - | 332.0 | 332.0 |
| \u00a0 | 2024 | 2025 | 2026 | 2027 | 2028 | Later | Unlimited | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Unrecognized losses | - | - | - | - | - | - | 207.7 | 207.7 | |
| Recognized losses | - | - | - | - | - | - | 59.2 | 59.2 | |
| Tax losses | - | - | - | - | - | - | 266.9 | 266.9 |
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.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-ad151283034a010e": { "value": "| \u00a0 | Balance as of 1 January 2024 | Recognized in profit or loss1 | Recognized directly in equity | Acquisitions through business combinations | Divestments | Exchange rate effect | Others | 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 | |
| Property, plant and equipment | - | - | - | - | - | - | - | - | |
| Intangible assets | (37.2) | 3.7 | - | (1.2) | - | - | - | (34.8) | |
| Pensions | - | - | - | - | - | - | - | - | |
| Borrowings | - | - | - | - | - | - | - | - | |
| Other | (5.6) | 5.1 | - | - | - | - | (1.0) | (1.5) | |
| Netting DTA/DTL | 12.9 | - | - | - | - | - | 3.0 | 15.9 | |
| Total deferred tax liabilities | (30) | 8.8 | - | (1.2) | - | - | 2.0 | (20.4) | |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net deferred tax asset / (liabilities) | (27.6) | 10.2 | - | (0.4) | - | - | (1.0) | (18.9) |
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 8.3 million of the Deferred tax liability (2024: \u20ac 15.8 million) 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 | 2025 | 2024 | |
|---|---|---|---|
| Tax losses | 332.0 | 266.9 | |
| Unrecognized losses | 272.6 | 207.7 | |
| Expire | 0.2 | 0.3 | |
| Never expire | 331.9 | 207.4 |
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.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-9c00122e034a010e": { "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 2025, KMP consists of 1 member of the Management Board (31 December 2024: 2) and 6 members of the Executive Committee (31 December 2024: 7) that form the leadership team and 4\u00a0members of the Supervisory Board (31 December 2024: 4).\u00a0
No loans, advance payments or guarantees have been granted to or on behalf of the KMP members by the Company, its subsidiaries or other companies of which it consolidates financial information.
The total remuneration of key management personnel was as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Short-term employee benefits | 4.5 | 3.2 | |
| Post-employment benefits | 0.1 | - | |
| Share-based payment benefits | - | 0.1 | |
| Remuneration of\u00a0 key management personnel | 4.6 | 3.3 |
The Group holds a loan receivable from its shareholder, Principion Holding B.V., which is secured by a right of pledge over ordinary shares of the Group held by Principion. Alongside the loan, Principion previously granted the Group a call option to acquire up to 10,548,229 of these pledged shares. During 2025, the Group and Principion agreed to extend the maturity date of the loan receivable and the corresponding exercise period of the call option from 31 March 2025 to 31 March 2026.
The terms and year-end carrying amounts of these financial instruments are detailed in Trade and other receivables and Fair value measurement. Interest of \u20ac 0.8 million was accrued on the loan to Principion Holding B.V. in 2025, recorded Net finance costs\u00a0(2024: \u20ac 0.8 million).
The agreements described above were approved by Azerion's management board and supervisory board.
The call option was exercised during 2026, please refer to Subsequent events for more details.
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 2025 to lease liabilities was 8.8% (2024: 8.1%). 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 51 thousand for the year 2025 (2024: \u20ac 43 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 2025 is amounting to \u20ac 96.5 million (2024: \u20ac 79.7 million) and interest expense recognized in profit and loss is amounting to \u20ac 8.2 million (2024: \u20ac 6.5 million). Based on the non-notification nature of the factoring agreement, Azerion collects the receivables on behalf of Lidion Bank Plc. As a result a total liability of \u20ac 52.8 million is recognised as of 31 December 2025 (2024: \u20ac 32.0 million). The average interest rate in relation to the non-recourse factoring agreement varies between 5% and 10%.\u00a0
Azerion considers Lidion Bank plc a related party, since the CEO and former co-CEO own, through their personal holding companies, an indirect 72.74% shareholding in Lidion Bank plc.
Effective 1 August 2025, Atilla Aytekin stepped down from his position. Following this departure, he transitioned into the position of advisor to the Executive Committee and the strategy team. For the period from September to December 2025, total fees recognised for these advisory services amounted to \u20ac 0.2 million. Atilla Aytekin remains a related party to the Group subsequent to his stepdown due to his significant indirect shareholding in the Company via Principion Holding B.V.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-75952194034a010e": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-fed01cba034a010e": { "value": "As at 31 December 2025, KMP consists of 1 member of the Management Board (31 December 2024: 2) and 6 members of the Executive Committee (31 December 2024: 7) that form the leadership team and 4\u00a0members of the Supervisory Board (31 December 2024: 4).\u00a0
No loans, advance payments or guarantees have been granted to or on behalf of the KMP members by the Company, its subsidiaries or other companies of which it consolidates financial information.
The total remuneration of key management personnel was as follows:
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Short-term employee benefits | 4.5 | 3.2 | |
| Post-employment benefits | 0.1 | - | |
| Share-based payment benefits | - | 0.1 | |
| Remuneration of\u00a0 key management personnel | 4.6 | 3.3 |
The Group\u2019s principal subsidiaries at 31 December 2025 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.
| \u00a0 | Registered office | 2025 | 2024 |
|---|---|---|---|
| Admeen B.V | Hattemerbroek (NL) | 51 | 51 |
| AdUX Benelux SPRL | Oudergem (BE) | 55 | 55 |
| AdUX SA | Paris (FR) | 55 | 55 |
| Artificial Intelligence for Performance SLU | Madrid (ES) | - | 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 |
| Azerion France SARL | Paris (FR) | 55 | 55 |
| Azerion Italy Srl | Milan (IT) | 100 | 100 |
| Azerion Nederland BV | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Norway AS | Oslo (NO) | - | 100 |
| Azerion Platform FR SAS (former Madvertise Media SAS) | Paris (FR) | 100 | 100 |
| Azerion Portugal Lda | Lisbon (PT) | 75 | 75 |
| Azerion Productions Services BV | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Spain S.L. | Madrid (ES) | 100 | 100 |
| Azerion Sports BV | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Sverige AB (former Strossle International AB) | Stockholm (SE) | 100 | 100 |
| Azerion Tech Holding BV | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion Technology BV (former Improve Digital Ltd) | Schiphol-Rijk (NL) | 100 | 100 |
| Azerion UK Ltd | London (GB) | 100 | 100 |
| Azerion US Inc. | New Castle (US) | 100 | 100 |
| Delta Projects AS | Oslo (NO) | 100 | 100 |
| Delta Projects Deutschland GMBH | D\u00fcsseldorf (DE) | 100 | 100 |
| Funtomic Ltd | Ramat Gan (IL) | 100 | 100 |
| Genba Digital Ltd | London (GB) | 100 | 100 |
| Goldbach Audience Austria GmbH | Vienna (AT) | 100 | 100 |
| Goldbach Austria GmbH | Vienna (AT) | 100 | 100 |
| Goldbach Media Austria GmbH | Vienna (AT) | 100 | 100 |
| Hawk France SAS | Paris (FR) | 100 | 100 |
| Hawk GmbH | Frankfurt (DE) | - | 100 |
| Hawk Platform Ltd (Tabmo) | London (GB) | 100 | 100 |
| Hybrid Theory Global Ltd | Loughton (GB) | - | 100 |
| Hybrid Theory Pte Ltd | Singapore (SG) | - | 100 |
| Improve Digital Ltd | London (GB) | - | 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 |
| Keygames Network BV | Schiphol-Rijk (NL) | 100 | 100 |
| Local Media SARL | Tunis (TN) | 55 | 55 |
| Mforma Europe Ltd | London (GB) | - | 100 |
| Monolith Partners SAS | Paris (FR) | - | 100 |
| PDPH SA | Oudergem (BE) | - | 100 |
| Playcade Interactive GmbH | Hamburg (DE) | - | 100 |
| Plinga GmbH | Berlin (DE) | 100 | 100 |
| Produpress SA | Oudergem (BE) | 100 | 100 |
| Quantum Advertising GmbH | Neuss (DE) | 55 | 55 |
| Quantum Advertising Nederland BV | Rotterdam (NL) | 77 | 77 |
| Quantum Native Solutions Italia SRL | Milan (IT) | 55 | 55 |
| Quantum Publicidad S.L. | Madrid (ES) | 55 | 55 |
| Quantum SAS | Paris (FR) | 55 | 55 |
| Radionomy Group BV | Schiphol-Rijk (NL) | 100 | 100 |
| Radionomy SA | Oudergem (BE) | 100 | 100 |
| Right Audience SA de CV | Mexico City (MX) | 100 | 100 |
| Rocabee Ltd | London (GB) | 100 | 100 |
| sMeet Communications GmbH | Berlin (DE) | 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 |
| Sublime Skinz Asia Private Limited | Singapore (SG) | 100 | 100 |
| Sublime Skinz GmbH | Hamburg (DE) | 100 | 100 |
| Sublime Skinz Labs SAS | Paris (FR) | - | 100 |
| Sulake OY | Helsinki (FI) | 100 | 100 |
| Sulake Spain SLU | Madrid (ES) | 100 | 100 |
| TargetSpot Belgium SRL | Oudergem (BE) | 100 | 100 |
| TargetSpot Deutschland GmbH | Cologne (DE) | - | 100 |
| TargetSpot Espana SL | Madrid (ES) | 100 | 100 |
| TargetSpot UK Ltd | London (GB) | 100 | 100 |
| The Moneytizer SAS | Paris (FR) | 100 | - |
| Titan Gate EAD (Pubgalaxy) | Varna (BG) | 100 | 100 |
| Triodor Arge TR | Istanbul (TR) | 100 | 100 |
| Triodor Holding BV | Schiphol-Rijk (NL) | 100 | 100 |
| Vlyby Digital GmbH | Munich (DE) | 100 | 100 |
| Voidu BV | Schiphol-Rijk (NL) | 100 | 100 |
| WHOW Games GmbH | Hamburg (DE) | - | 100 |
| Whow Marketing GmbH | Hamburg (DE) | - | 100 |
| Widespace Bangladesh Ltd | Dhaka (BD) | 100 | 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 Mexico CV de SA | Mexico (MX) | - | 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 \u00a0\u00a0
\nSummary financial performance| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Sales | 24.6 | 24.6 | |
| Charges invoiced by the media | (14.6) | (14.2) | |
| Purchases | (2.8) | (3.1) | |
| Personnel costs | (3) | (3) | |
| Depreciation and amortization | (1.6) | (1.2) | |
| Operating profit / (loss) | 2.6 | 3.1 | |
| Cost of indebtedness | (0.5) | (0.3) | |
| Other financial income and charges | 0.1 | - | |
| Share in profit/(loss) of joint venture and associate | - | - | |
| Profit / (loss) before tax | 2.2 | 2.8 | |
| Income tax expense | (0.1) | 0.9 | |
| Profit / (loss) for the period | 2.1 | 3.7 | |
| Attributable to: | |||
| Owners of the company | 2.1 | 3.7 | |
| Non-controlling interest | - | - |
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Net Goodwill | 2.5 | 2.5 | |
| Net intangible fixed assets | 1.0 | 0.6 | |
| Right of use assets related to leases | 0.3 | 0.9 | |
| Deferred tax credits | 1.0 | 1.0 | |
| Other financial assets | 0.2 | 0.2 | |
| Non-current assets | 5.0 | 5.2 | |
| Customers and other debtors | 22.9 | 26.9 | |
| Other current assets | 8.7 | 7.2 | |
| Current financial assets | 0.1 | - | |
| Cash and cash equivalents | 2.4 | 2.0 | |
| Current assets | 34.1 | 36.1 | |
| Total assets | 39.1 | 41.3 | |
| Shareholders\u2019 equity | 4.6 | 2.4 | |
| Long-term lease liabilities | 0.1 | 0.2 | |
| Non-current Provisions | 0.5 | 0.2 | |
| Non-current liabilities | 0.6 | 0.4 | |
| Short-term financial liabilities and bank overdrafts | 7.2 | 4.5 | |
| Short-term lease liabilities | 0.2 | 0.7 | |
| Current provisions | - | 0.3 | |
| Suppliers and other creditors | 19.0 | 26.1 | |
| Other current debts and liabilities | 7.5 | 6.9 | |
| Current liabilities | 33.9 | 38.5 | |
| Total equity and liabilities | 39.1 | 41.3 |
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Net cash provided by (used for) operating activities | 2.2 | 1.3 | |
| Net cash provided by (used for) investing activities | (0.7) | (0.4) | |
| Net cash provided by (used for) financing activities | (1.1) | (0.8) | |
| Net increase / (decrease) in cash and cash equivalents | 0.4 | 0.1 | |
| Cash and cash equivalents on 1 January | 2.0 | 1.9 | |
| Cash and cash equivalents at the end of the period | 2.4 | 2.0 |
The Group\u2019s principal subsidiaries at 31 December 2025 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-38b51562034a010e": { "value": "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.
There were no transfers between fair value hierarchy levels in 2025 and 2024.
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.
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:
In December 2023, the Group and Principion Holding B.V. restructured their borrowing arrangements, resulting in Principion granting the Group a call option to acquire up to 10,548,229 of the Group's ordinary shares held by Principion. The exercise price per share is the lower of \u20ac 1.85 or the current share price at the time of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). Upon exercise, the total exercise price is set off against the outstanding loan receivable owed by Principion.
During 2025, the mandatory exercise date of the call option was extended to 31 March 2026.
The call option is measured at fair value through profit or loss. The Group determines the fair value of the call option using an option-pricing model (Black-Scholes). Because the significant inputs used in this model are directly or indirectly observable in active markets, the fair value measurement is classified as Level 2. The key observable inputs utilized in the valuation as at 31 December 2025 included the closing share price of Azerion Group N.V., the annualized historical volatility of the share price commensurate with the remaining tenor of the option, and the applicable risk-free interest rate.
As at 31 December 2025, the fair value of the call option was assessed to be \u20ac 0.0 million, with the corresponding fair value loss fully recognized in profit or loss within net finance costs.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-37de19c2034a010e": { "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.
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:
In December 2023, the Group and Principion Holding B.V. restructured their borrowing arrangements, resulting in Principion granting the Group a call option to acquire up to 10,548,229 of the Group's ordinary shares held by Principion. The exercise price per share is the lower of \u20ac 1.85 or the current share price at the time of exercise (defined as the average of the highest quoted price for each ordinary share on the five consecutive trading days immediately preceding exercise). Upon exercise, the total exercise price is set off against the outstanding loan receivable owed by Principion.
During 2025, the mandatory exercise date of the call option was extended to 31 March 2026.
The call option is measured at fair value through profit or loss. The Group determines the fair value of the call option using an option-pricing model (Black-Scholes). Because the significant inputs used in this model are directly or indirectly observable in active markets, the fair value measurement is classified as Level 2. The key observable inputs utilized in the valuation as at 31 December 2025 included the closing share price of Azerion Group N.V., the annualized historical volatility of the share price commensurate with the remaining tenor of the option, and the applicable risk-free interest rate.
As at 31 December 2025, the fair value of the call option was assessed to be \u20ac 0.0 million, with the corresponding fair value loss fully recognized in profit or loss within net finance costs.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-78b61678034a010e": { "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 2025 | |||||
| Trade and other receivables | 18.8 | 4.8 | 1.2 | 3.8 | |
| Cash and cash equivalents | 7.9 | 0.9 | 1.9 | 2.0 | |
| Trade payable, accruals and other liabilities | (35.1) | (5.1) | (2.7) | (3.0) | |
| Exposure | (8.4) | 0.6 | 0.4 | 2.8 | |
| 31 December 2024 | |||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 | |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 | |
| Trade payable, accruals and other liabilities | (46.1) | (15) | (0.7) | (0.9) | |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
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 2025 | |||||
| Currency strengthening by 10% | (0.8) | 0.1 | - | 0.3 | |
| Currency weakening by 10% | 0.8 | (0.1) | - | (0.3) | |
| 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) |
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 2025, 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 | 2025 | 2024 | |
|---|---|---|---|
| Trade and other receivables | 156.0 | 184.6 | |
| Cash and cash equivalents | 58.0 | 90.6 | |
| Exposure | 214.0 | 275.2 |
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. There have been no significant changes in the estimation techniques or significant assumptions made during the reporting period
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Not due | 63.5 | 68.3 | |
| < 30 days | 12.6 | 7.7 | |
| 30 < 60 days | 8.7 | 7.7 | |
| 60 < 90 days | 2.5 | 4.3 | |
| 90 < 120 days | 5.1 | 8.2 | |
| 120 < 180 days | 8.3 | 1.5 | |
| > 180 days | 21.2 | 10.7 | |
| Gross receivables | 121.9 | 108.4 | |
| Loss allowance | (3.4) | (4.8) | |
| Net receivables | 118.5 | 103.6 |
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 | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| \u00a0 | < 12 months | 1 < 5 years | > 5 years | < 12 months | 1 < 5 years | > 5 years | |
| Trade payables | 157.8 | - | - | 137.0 | - | - | |
| Accrued liabilities | 68.7 | - | - | 97.5 | - | - | |
| Borrowings | 75.1 | 276.6 | - | 71.2 | 289.7 | - | |
| Lease liabilities | 4.3 | 4.7 | 0.2 | 7.9 | 12.8 | 1.4 | |
| Other liability | 16.5 | 1.8 | - | 10.6 | 15.2 | - | |
| Exposure | 322.4 | 283.1 | 0.2 | 292.2 | 317.7 | 1.4 |
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 2025 is 11.4 (see below):
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Debt | 283.2 | 325.6 | |
| Cash and cash equivalents | (58.0) | (90.6) | |
| Net Debt | 225.3 | 235.0 | |
| Equity | 19.7 | 57.2 | |
| Net Debt to equity ratio | 11.4 | 4.1 |
Revenues of approximately \u20ac 75.0 million (2024: \u20ac 65.7 million) representing 13.9% of the Group's total revenues (2024: 13.2%) 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-7860115a034a010e": { "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 2025 | |||||
| Trade and other receivables | 18.8 | 4.8 | 1.2 | 3.8 | |
| Cash and cash equivalents | 7.9 | 0.9 | 1.9 | 2.0 | |
| Trade payable, accruals and other liabilities | (35.1) | (5.1) | (2.7) | (3.0) | |
| Exposure | (8.4) | 0.6 | 0.4 | 2.8 | |
| 31 December 2024 | |||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 | |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 | |
| Trade payable, accruals and other liabilities | (46.1) | (15) | (0.7) | (0.9) | |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
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 2025 | |||||
| Currency strengthening by 10% | (0.8) | 0.1 | - | 0.3 | |
| Currency weakening by 10% | 0.8 | (0.1) | - | (0.3) | |
| 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) |
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 2025, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-ce641bbb034a010e": { "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 2025 | |||||
| Trade and other receivables | 18.8 | 4.8 | 1.2 | 3.8 | |
| Cash and cash equivalents | 7.9 | 0.9 | 1.9 | 2.0 | |
| Trade payable, accruals and other liabilities | (35.1) | (5.1) | (2.7) | (3.0) | |
| Exposure | (8.4) | 0.6 | 0.4 | 2.8 | |
| 31 December 2024 | |||||
| Trade and other receivables | 10.4 | 3.9 | (0.3) | 1.0 | |
| Cash and cash equivalents | 4.5 | 4.4 | 0.2 | 0.4 | |
| Trade payable, accruals and other liabilities | (46.1) | (15) | (0.7) | (0.9) | |
| Exposure | (31.2) | (6.7) | (0.8) | 0.5 |
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 2025 | |||||
| Currency strengthening by 10% | (0.8) | 0.1 | - | 0.3 | |
| Currency weakening by 10% | 0.8 | (0.1) | - | (0.3) | |
| 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) |
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 | 2025 | 2024 | |
|---|---|---|---|
| Trade and other receivables | 156.0 | 184.6 | |
| Cash and cash equivalents | 58.0 | 90.6 | |
| Exposure | 214.0 | 275.2 |
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. There have been no significant changes in the estimation techniques or significant assumptions made during the reporting period
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Not due | 63.5 | 68.3 | |
| < 30 days | 12.6 | 7.7 | |
| 30 < 60 days | 8.7 | 7.7 | |
| 60 < 90 days | 2.5 | 4.3 | |
| 90 < 120 days | 5.1 | 8.2 | |
| 120 < 180 days | 8.3 | 1.5 | |
| > 180 days | 21.2 | 10.7 | |
| Gross receivables | 121.9 | 108.4 | |
| Loss allowance | (3.4) | (4.8) | |
| Net receivables | 118.5 | 103.6 |
For details please refer to List of subsidiaries.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-b10012b4034a010e": { "value": "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 | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| \u00a0 | < 12 months | 1 < 5 years | > 5 years | < 12 months | 1 < 5 years | > 5 years | |
| Trade payables | 157.8 | - | - | 137.0 | - | - | |
| Accrued liabilities | 68.7 | - | - | 97.5 | - | - | |
| Borrowings | 75.1 | 276.6 | - | 71.2 | 289.7 | - | |
| Lease liabilities | 4.3 | 4.7 | 0.2 | 7.9 | 12.8 | 1.4 | |
| Other liability | 16.5 | 1.8 | - | 10.6 | 15.2 | - | |
| Exposure | 322.4 | 283.1 | 0.2 | 292.2 | 317.7 | 1.4 |
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 2025 is 11.4 (see below):
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Debt | 283.2 | 325.6 | |
| Cash and cash equivalents | (58.0) | (90.6) | |
| Net Debt | 225.3 | 235.0 | |
| Equity | 19.7 | 57.2 | |
| Net Debt to equity ratio | 11.4 | 4.1 |
Information reported to the Group\u2019s Chief Executive Officer (Chief Operating Decision Maker) for the purposes of resource allocation and assessment of performance is focused on the business activities that generate specific classes of revenue and incur certain classes of expenses.
Historically, the Group\u2019s principal business activities generated revenue through two segments: Platform and Premium Games. Following the classification of the Premium Games segment as a disposal group held for sale and a discontinued operation during 2025, the Group\u2019s continuing operations generate revenue exclusively through the Platform segment.
Management presents the performance measure Adjusted EBITDA because the Chief Operating Decision Maker monitors this metric as it is relevant for assessing performance and making resource allocation decisions.
Consequently, for the year ended 31 December 2025, the Group identifies a single reportable segment under IFRS 8: Platform. The comparative figures for the prior period have been restated to present the information in a manner consistent with the Group's new segmentation, reflecting the classification of discontinued operations.
An analysis of the Group\u2019s revenue by reportable segment in 2025 and 2024 is detailed under Revenue.
For the purposes of monitoring performance, the Chief Operating Decision Maker monitors the tangible, intangible, and financial assets attributable to the segment. As the Group now operates a single reportable segment for its continuing operations, all core operating assets are attributable to the Platform segment. Goodwill has been allocated entirely to this segment as described in Goodwill. Assets associated with the Premium Games segment have been transferred to assets held for sale. Corporate items that were previously presented as unallocated assets (current tax assets, deferred tax assets, and non-current financial assets) are now inherently included within the single segment. Due to this structural shift in 2025, a separate \"unallocated\" category is no longer utilized.\u00a0
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Continued operations (Platform) | 565.5 | 593.5 | |
| Assets classified as held for sale (Premium Games)1 | 13.2 | 78.4 | |
| Total segment assets | 578.7 | 671.9 | |
| Unallocated | - | 7.2 | |
| Total assets | 578.7 | 679.1 |
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 | 2025 | 2024 | |
|---|---|---|---|
| The Netherlands | 106.1 | 92.1 | |
| Germany | 14.3 | 75.3 | |
| Great Britain | 43.1 | 49.2 | |
| France | 76.6 | 71.7 | |
| Nordic countries1 | 25.8 | 36.4 | |
| Other European countries | 52.5 | 56.1 | |
| Other Non-European countries | 3.6 | 3.1 | |
| Total segment assets | 322.0 | 383.9 |
The accounting policies of the reportable segments are the same as the Group\u2019s accounting policies described in Significant accounting policies.
| \u00a0 | 2025 | 2024 | |
|---|---|---|---|
| Profit / (loss) for the period | (36.6) | (56.0) | |
| Income from discontinued operations | \u00a0 | (21.7) | (2.6) |
| Income Tax expense | \u00a0 | 4.4 | (8.2) |
| Profit / (loss) before tax | \u00a0 | (53.9) | (66.8) |
| Net finance costs | \u00a0 | 47.5 | 39.2 |
| Share in profit/(loss) of associates | \u00a0 | (0.3) | (0.5) |
| Operating profit / (loss) | \u00a0 | (6.7) | (28.1) |
| Depreciation & Amortization | \u00a0 | 42.8 | 36.8 |
| Share in profit/(loss) of associates | \u00a0 | 0.3 | 0.4 |
| Acquisition/integration expenses | \u00a0 | 21.8 | 22.2 |
| Restructuring | \u00a0 | 0.5 | 1.3 |
| Other | \u00a0 | 8.4 | 26.5 |
| Adjusted EBITDA | \u00a0 | 67.1 | 59.1 |
Information reported to the Group\u2019s Chief Executive Officer (Chief Operating Decision Maker) for the purposes of resource allocation and assessment of performance is focused on the business activities that generate specific classes of revenue and incur certain classes of expenses.
Historically, the Group\u2019s principal business activities generated revenue through two segments: Platform and Premium Games. Following the classification of the Premium Games segment as a disposal group held for sale and a discontinued operation during 2025, the Group\u2019s continuing operations generate revenue exclusively through the Platform segment.
Management presents the performance measure Adjusted EBITDA because the Chief Operating Decision Maker monitors this metric as it is relevant for assessing performance and making resource allocation decisions.
Consequently, for the year ended 31 December 2025, the Group identifies a single reportable segment under IFRS 8: Platform. The comparative figures for the prior period have been restated to present the information in a manner consistent with the Group's new segmentation, reflecting the classification of discontinued operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "b-e66413ae034a010e": { "value": "| 2025 | 2024 | ||
|---|---|---|---|
| From continuing operations attributable to the ordinary equity holders of the company | (0.49) | (0.50) | |
| From discontinued operations attributable to the ordinary equity holders of the company | \u00a0 | 0.18 | 0.02 |
| Total basic profit/(loss) per share attributable to the ordinary equity holders of the company | (0.32) | (0.48) |
| 2025 | 2024 | ||
|---|---|---|---|
| Profit/(loss) for the year | (36.6) | (56) | |
| Less: Profits from continuing operations attributable to non-controlling interests | (2.0) | (1.9) | |
| Profit /(loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share | (38.6) | (57.9) | |
| From continuing operations attributable to the ordinary equity holders of the company | \u00a0 | (60.3) | (60.5) |
| From discontinued operations attributable to the ordinary equity holders of the company | \u00a0 | 21.7 | 2.5 |
| 2025 | 2024 | ||
|---|---|---|---|
| Weighted average number of ordinary shares used as the denominator in calculating basic loss per share | 122,261,831 | 121,393,416 |
| 2025 | 2024 | ||
|---|---|---|---|
| From continuing operations attributable to the ordinary equity holders of the company | (0.49) | (0.50) | |
| From discontinued operations attributable to the ordinary equity holders of the company | \u00a0 | 0.18 | 0.02 |
| Total diluted profit/(loss) per share attributable to the ordinary equity holders of the company | (0.32) | (0.48) |
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.
| 2025 | 2024 | ||
|---|---|---|---|
| Weighted average number of diluted shares | 122,261,831 | 121,664,621 |
Difference between weighted average number of diluted shares and weighted average number of ordinary shares results from the following potentially dilutive shares:
| \u00a0 | 2025 | ||
|---|---|---|---|
| Number of Potentially Dilutive Shares | Weighted Average Number of Shares | ||
| Conditional special shares1 | 1,152,886 | - | |
| HTP call options1 | 25,700 | - | |
| Davey call options1 | 110,996 | - | |
| Public warrants1 | 12,736,605 | - | |
| Founder warrants1 | 5,256,167 | - | |
| Azerion founder warrants1 | 17,992,773 | - | |
| Total | 37,275,127 | - |
| \u00a0 | 2024 | ||
|---|---|---|---|
| \u00a0 | Number of Potentially Dilutive Shares | Weighted Average Number of Shares | |
| Conditional special shares1 | 1,152,886 | - | |
| HTP call options1 | 25,700 | - | |
| Davey call options1 | 110,996 | - | |
| Public warrants1 | 12,736,605 | - | |
| Founder warrants1 | 5,256,167 | - | |
| Azerion founder warrants1 | 17,992,773 | - | |
| Employee LTIP - Unvested1 | 214,774 | 214,774 | |
| Employee LTIP - Vested I1 | 112,835 | 55,954 | |
| Employee LTIP - Vested II1 | 821 | 477 | |
| Total | 37,603,557 | 271,205 |
On 25 February 2026, the Group irrevocably exercised its call option to acquire 10,548,229 of its own ordinary shares from its shareholder, Principion Holding B.V..
In accordance with the terms of the loan settlement, amendment, share pledge and call option agreement, the exercise price was determined to be \u20ac 1.1418 per share, resulting in a total transaction value of \u20ac 12.0 million. This total consideration was settled entirely on a non-cash basis by setting it off against the outstanding loan receivable owed by Principion.
The acquisition of these shares constituted a share buyback under Dutch law. The acquired shares were recognised as treasury shares and deducted directly from equity. This transaction is treated as a non-adjusting event for the 2025 consolidated financial statements.
Prior to the exercise, the outstanding loan balance (including accrued interest) amounted to \u20ac 20.2 million. \u00a0Following the set-off of the called shares, the remaining loan balance owed by Principion to the Group amounted to \u20ac 8.2 million.\u00a0
Subsequent to this partial settlement, the Group and Principion renegotiated the terms of the remaining \u20ac 8.2 million loan balance, extending its maturity date beyond 31 December 2026 on the same terms as the original agreement. Consequently, this remaining balance is presented as a non-current financial asset as at 31 December 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:7245007RB3M5PMWY6N86", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "note-723064e2": { "value": "Operating profit/(loss) used as the starting point for the reconciliation of cash generated from operations includes the results of discontinued operations for all periods presented. For details from the discontinued operations, refer to note 5 - Discontinued operations", "dimensions": { "concept": "xbrl:note", "noteId": "note-723064e2", "language": "en" } } } }