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DRIVING TECHNOLOGY FORWARD
ANNUAL REPORT 2023
1
Introduction
Our heart beats
for the digital
automotive industry.
WE ARE MOTORK
“At MotorK, we are committed to excellence and
relentless pursuit of innovation.
We call ourselves SparKers because within each of
us a spark ignites, guiding the digital revolution in the
mobility industry. In this Annual Report, we showcase
the milestones that have marked our journey and
inspired a future where MotorK continues to be the
driving force behind positive change in the automotive
landscape. It’s said that technology progresses slowly
and then all of a sudden. The feeling is that we are at
the ‘s’ of sudden.”
Marco Marlia
Chief Executive Officer
We want to design the industry’s
digital future and provide our
customers – manufacturers and
dealerships – with the best possible
technology and support.
MotorK Annual Report 2023
COMPANY
OVERVIEW
STRATEGIC
REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
2
Highlights
HIGHLIGHTS
Revenues
€42.9m
2022: €38.5m
Adjusted EBITDA
2
-€1.4m
2022: €0.2m
PDF/PRINTED VERSION
This document is the PDF/printed version of MotorK’s 2023
Annual Report and has been prepared for ease of use.
The 2023 Annual Report in European Single Electronic
Format (ESEF) is the official version. The ESEF reporting
package is available on the Company’s website. In case of
any discrepancies between this PDF version and the ESEF
reporting package, the latter prevails.
Acquisitions completed in 2023
1
2022: 3
Committed annual recurring revenues (CARR)
3
€38.6m
2022: €29.8m
ABOUT THIS REPORT
This report is intended to inform stakeholder groups that
have an impact on, or are impacted by, our business. This
includes customers, investors and shareholders, regulators
and supervisors, employees, government authorities and non-
governmental organisations. It aims to give our stakeholders
a balanced overview of our activities and MotorK’s ability to
create and sustain value. We welcome reactions and views,
which can be emailed to investors@motork.io. Additional
disclosures are available on investors@motork.io.
Net cash
1
€3.5m
2022: €19.2m
Customers
4
5,200
2022: 3,200
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements
with respect to the operations, performance and financial
condition of the Group. Such forward-looking statements
speak only as of the date of this Annual Report and are
expressly qualified in their entirety by the cautionary
statements included in this Annual Report. Without prejudice
to its obligations under Dutch law and English law in relation to
disclosure and ongoing information, the Company undertakes
no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise. Nothing in this Annual Report should be
construed as a profit forecast.
1 It is equivalent to the caption Cash and cash equivalents reported in the Consolidated Statement of Financial Position on page 94 of this Annual Report.
2 This is a non-GAAP measure considered relevant by management and it is considered a Group Alternative Performance Measure (“APM”). Reconciliation with the accounts is provided on page 154 of this Annual Report.
3 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 152 of this Annual Report.
4 Including customers of the companies acquired in FY2023.
COMPANY OVERVIEW
Highlights 02
At a Glance 03
Our Strategic Framework 04
Our Foundations 05
Our Investment Case 08
STRATEGIC REPORT
Chairman’s Statement 10
CEO’s Statement 13
Market Overview 15
Our Business Model 18
Our Strategy 19
Our ESG Vision 25
Stakeholder Engagement and S172 Statement 35
Financial and Operating Review 37
Financial and Non-Financial KPIs 43
Principal Risks and Uncertainties 44
CORPORATE GOVERNANCE
Corporate Governance Report 51
Governance Overview 52
Non-Executive Directors’ Report 57
Board of Directors 60
Executive Management Team 62
Directors’ Report 64
Remuneration Committee Report 69
FINANCIAL STATEMENTS
Independent Auditor’s Report 84
Consolidated Statement of Profit and Loss and Other
Comprehensive Income 93
Consolidated Statement of Financial Position 94
Consolidated Statement of Cash Flows 96
Consolidated Statement of Changes in Equity 97
Notes Forming Part of the Consolidated Financial Statements 99
MotorK Plc Statement of Financial Position 138
MotorK Plc Statement of Changes in Equity 139
Notes Forming Part of the MotorK Plc Financial Statements 141
Group Alternative Performance Measure 152
Company Information 156
MotorK Annual Report 2023
COMPANY
OVERVIEW
STRATEGIC
REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
3
At a Glance
A TRUSTED PARTNER
Enterprise customers
38
2022: 20
Retail customer base
5,200
2022: 3,200
Innovation is at the heart of our DNA
READ MORE ABOUT OUR
BUSINESS MODEL:
PAGE 18
BROAD
GEOGRAPHICAL
FOOTPRINT
We operate through
12 offices in 8 countries,
employing 449 people
1
.
REVENUE
Revenue mix
SaaS platform 76% (2022: 73%)*
Digital marketing 18% (2022: 19%)
Other revenues 6% (2022: 8%)
1 This is the number of employees
at the end of the reporting
period (please refer to the
Financial and Non-Financial
KPIs section on page 43).
W E A R E
MOTORK
Tech mindset,
automotive focus
SIMPLIFYING THE DIGITAL LANDSCAPE
We are a leading and fast-growing software as a
service (SaaS) provider for the automotive retail
industry in the Europe, Middle East and Africa
(EMEA) region.
We empower car dealers and original equipment
manufacturers (OEMs) to improve their customer
experience through a broad suite of fully
integrated digital products and services.
OUR PLATFORM
Our open and scalable automotive retail platform,
SparK, enables dealers and OEMs to move in step
with changing consumer behaviour by integrating
sales, marketing and operations activities into a
single, cost-effective outsourced solution.
Integrations
200+
automotive-specific features
*It includes Contract start-up revenue. Please refer to the Financial and Operating review Section on page 38 for further details.
4
MotorK Annual Report 2023
COMPANY
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CORPORATE
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FINANCIAL
STATEMENTS
Our Strategic Framework
2
0
0
+
I
N
T
E
G
R
A
T
I
O
N
S
OUR
MISSION
Our values, foundations
and business model
Our strategic elements:
Innovate, Land and Expand, Consolidate
DRIVING INNOVATION
AND GROWTH
Everything we do is aligned to achieve our vision.
TECHNOLOGY
We are a natively digital company:
innovation is deeply rooted in our DNA.
MOBILITY
We speak the language of mobility:
we understand the industry and its
challenges.
PEOPLE
We design technology to create value
for mobility players and customers.
CUSTOMER
OBSESSED
FORWARD
THINKING
RESULT
DRIVEN
ALWAYS
AMBITIOUS
EMPOWERING
INCLUSION
OUR VALUES
OUR FOUNDATIONS
OUR BUSINESS MODEL
Providing innovative digital solutions
to meet the specific needs of OEMs and
dealers, including managing the entire
vehicle sales process, customer loyalty
and after-sales relationships, with
significant investment in research and
development (R&D).
OUR STRATEGIC ELEMENTS
Based on MotorK’s core values,
our Innovate, Land and Expand
and Consolidate pillars positions
us well to achieve our vision
and mission.
READ MORE: PAGES 19–24 READ MORE: PAGE 18
READ MORE: PAGE 19
READ MORE: PAGE 6 READ MORE: PAGE 5 READ MORE: PAGE 7
OUR VISION
To be the most trusted
technology partner for
mobility distribution.
OUR MISSION
We shape the future of mobility.
MotorK Annual Report 2023
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555
Our Foundations
WE ARE A NATIVELY DIGITAL
COMPANY: INNOVATION IS
DEEPLY ROOTED IN OUR DNA.
TECHNOLOGY
Leveraging our extensive R&D expertise, we provide
our clients with state-of-the-art digital solutions
to support their business, integrated into a single
platform. This year, we accelerated our artificial
intelligence (AI) research and launched Tech
LABS to confirm our position as a leading industry
innovator. This programme supports our aim to
design and implement new technologies to improve
the automotive customer experience, making
this increasingly seamless and customised and to
optimise business operations, reducing costs while
facilitating the daily activities of dealers.
READ MORE: PAGES 20–21
WE ARE A
NATIVELY DIGITAL
COMPANY
“ With continuous innovation guiding
all aspects of our business, we
recognised the cross-cutting
potential of artificial intelligence
and made it a cornerstone of our
strategy, anticipating its disruptive
influence across all industries,
automotive being no exception.”
MotorK Annual Report 2023
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66
Our Foundations continued
6
WE UNDERSTAND
THE INDUSTRY AND
ITS CHALLENGES
“ Our vision to be the most trusted
technology partner for mobility
distribution can only be achieved
if we maintain a customer-centric
approach in everything we do.”
READ MORE: PAGE 20
WE SPEAK THE LANGUAGE OF
MOBILITY: WE UNDERSTAND THE
INDUSTRY AND ITS CHALLENGES.
MOBILITY
We recognise the importance of standing
in our customers’ shoes: that’s why all of us
have a deep knowledge and passion for the
automotive industry. From senior managers
to operational roles, we work with a common
goal in mind: embrace the challenges within
the industry and identify future-proof
solutions to change the mobility world for
the better. This year we kept improving the
platform, also through AI integration. In
parallel, we focused on data security and
consolidating the reliability of our services
by starting the implementation of ISO
27001:2022 and by introducing two-factor
authentication into our core solutions.
We believe this a step forward in delivering
the Group’s vision and providing dealers and
car manufacturers with reliable tools, which
can ensure the safety and confidentiality of
client information.
MotorK Annual Report 2023
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OVERVIEW
STRATEGIC
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
Our Foundations continued
7
“ We are people working
for people, putting our
technology at the service
of our partners and their
end customers.”
WE DESIGN TECHNOLOGY TO
CREATE VALUE FOR MOBILITY
PLAYERS AND CUSTOMERS.
PEOPLE
Our colleagues, known as “SparKers“, have a strong
desire and commitment to make a positive impact with
what we do and to create value. Working together,
we truly believe we can shape the future of mobility,
putting our technology at the service of our partners
and their end customers. This year we appointed Daria
Grazzi as our Chief Human Resources Officer (CHRO),
confirming the centrality of people in the Group’s
strategy and reinforcing our commitment to Equity,
Diversity and Inclusion (ED&I).
READ MORE: PAGES 26–31
WE SUPPORT
OUR PEOPLE TO
CREATE VALUE
MotorK Annual Report 2023
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OVERVIEW
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
88
Our Investment Case
DIFFERENTIATED
SOLUTIONS
■ First at-scale, one-stop-
shop SaaS platform for
automotive retail
■ Attractive features support
customers throughout
vehicle lifecycle
■ Extensive app and solutions
partner ecosystem
■ Open, scalable and
integrated technology
■ Ongoing investment
in innovation and
product launches
READ MORE:
PAGE 18
R&D investments as a % of Group
totalrevenues
34%
2022: 37%
API integrations
3
200+
2022: 200+
SOLID FINANCIAL
PERFORMANCE
■ Strong growth, both organic
and via acquisition
■ Recurring revenues from
SaaS model
■ Exceptional unit economics
driving organic growth
■ Track record of successfully
integrating acquisitions
■ Growth and long-term-oriented
investments slightly impacting
EBITDA in the reporting period
READ MORE:
PAGES 83–155
Committed annual recurring
revenues (CARR)
1
€38.6m
2022: €29.8m
Adjusted EBITDA
4
-€1.4m
2022: €0.2m
FAVOURABLE MARKET
DYNAMICS
■ Sizeable addressable market,
still largely underserved
■ Well-positioned in terms
of scale, product suite and
regional exposure in EMEA
to leverage consolidation
opportunities in a highly
fragmented market
READ MORE:
PAGES 15–17
Addressable market
2
€6.2bn
2022: €5.4bn (EU10 and UK)
Market share
5
1.1%
2022: 0.8%
CLEAR STRATEGY FOR
GROWTH
■ Innovate: ongoing investment
in innovation to extend product
categories and embrace
industry trends
■ Land and Expand: upselling
and cross-selling to loyal and
growing customer base
■ Consolidate: selected
acquisitions to enter new
markets and expanding
presence in existing markets
to consolidate market share
and strengthen position as
European leader
READ MORE:
PAGES 19–24
Acquisitions
9
since 2016
D R I V I N G
INNOVATION
AND GROWTH
Committed to continuous
innovation, MotorK has rapidly
grown into a high-performing
company leading the
European SaaS scene for
automotive distribution.
1 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 152 of this Annual Report.
2 Addressable market including EU10 and UK.
3 Application Programming Interface is defined as a set of rules, protocols and tools that allows different software applications to communicate and interact with each other.
4 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 154 of this Annual Report.
5 It is calculated as a percentage of total Group revenues over addressable market where the Group operates (EU5, €4bn).
MotorK Annual Report 2023
COMPANY
OVERVIEW
STRATEGIC
REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
9
STRATEGIC REPORT
Chairman’s Statement 10
CEO’s Statement 13
Market Overview 15
Our Business Model 18
Our Strategy 19
Our ESG Vision 25
Stakeholder Engagement and S172 Statement 35
Financial and Operating Review 37
Financial and Non-Financial KPIs 43
Principal Risks and Uncertainties 44
Strategic
Report
10
MotorK Annual Report 2023
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
Chairman’s Statement
CHAIRMAN’S
STATEMENT
“ This past year has been a
testament to our adaptability
and persistence; our strength
lies in our team – the driving
force behind our success.”
CONSOLIDATING THE PAST, PREPARING
FOR THE FUTURE
Last year was again an exceptional year for us. I take
pride in highlighting the main areas of achievement
that underscore the Team’s commitment to be the
most trusted partner for technology distribution.
The past 12 months can be considered as a
transition period for MotorK. We continued to grow
while focusing on synergies activation and preparing
the company for scale, following a dynamic 2022
characterised by the completion of five strategic
acquisitions, the steady organic development of
the company and the near doubling of Full Time
Equivalents (FTEs). As a consequence, the run rate of
such investments done in the second part of FY2022
impacted the full FY2023, resulting in a slight
deterioration of the Group’s Adjusted EBITDA.
The Board remains confident that MotorK’s
strong strategic mix of culture, people, products
and customer base will enable it to withstand the
challenges in the market. Our confidence is further
underpinned by the Company’s Recurring billings
in 2023, which are 50% higher than the previous
year. This improved performance is endorsed by our
effectiveness at reaching new customers, as well as
our ability to do more with our existing customers
through an ever-increasing offer. With SparK
platform, dealers and OEMs can keep pace with the
surging complexity of the end-customer journey and
OUR STRATEGY
The mobility sector is undergoing significant
changes that require high adaptability and fast
response times. At MotorK we never slow down,
consistently delivering successful results, even in
challenging times, thanks to our commitment to
people, technology and mobility.
We keep heavily investing in the biggest R&D
team of the European digital automotive industry,
encompassing 121 members, to foster the
innovation spark of our talented people. Our passion
for mobility guides everything we do, helping us
the need to adopt digital solutions to manage the
various interactions to create a smooth and, above
all, omnichannel buying experience.
I take pride in the expansion of our customer base.
Acquired both organically and through Mergers and
Acquisitions (M&A) in eight countries across Europe,
it not only represents a strategic ground for future
migrations and cross-selling; it is the foundation
of our commitment to continued excellence and
leadership in the automotive SaaS industry. With
each new customer we bring on board, we gain
valuable insights that fuel our innovation and propel
us forward. This synergistic relationship and our
relentless commitment to excellence are the driving
forces behind our remarkable achievements.
From an operational standpoint, in 2023 we worked
on the integration and alignment of recently
acquired companies and employees within the
Group. As a result of these efforts, most of the costs
required to obtain synergies are now behind us and
I am pleased to announce that we have reached the
critical infrastructure size to seize the vast market
opportunities. Moreover, we are now ready to pursue
both fast growth and profitability, benefiting from
substantial operating leverage going forward.
This achievement marks a crucial milestone for the
Company and leads us to confirm the commitment
to generate positive cash EBITDA in 2024.
11
MotorK Annual Report 2023
COMPANY
OVERVIEW
STRATEGIC
REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
Chairman’s Statement continued
understand and anticipate the trends. One of the
main reasons for our success is the continuous
improvements of our Spark platform. Providing
dealers and OEMs with a one-stop solution that
caters to the needs of end customers, its innovative,
modular and customisable tools can adapt to
diverse contexts and strategic implementations.
This approach promotes on the one hand continuous
product development, working day by day together
with our customers, while on the other hand ensures
a seamless and satisfying user experience.
As innovation has always been part of our DNA,
we implement new product features daily based
on the feedback we receive and our vision of the
automotive industry of the future. We have been
focusing on AI integration at the basis of our SparK
platform, recognising its cross-cutting potential
early on and staying ahead of the curve. As a result,
I am proud to announce that in 2023 we launched
Tech LABS, an innovation hub dedicated to research
and development, with a specific focus on AI, and
we continued to improve our platform AI tools and
integrations, first launched in 2022. PredictSpark,
our AI-powered feature, analyses user behaviour
patterns and predicts customer needs, enabling
dealers to anticipate and address customer queries
proactively. This predictive capability empowers
dealerships to provide personalised and tailored
experiences, enhancing customer satisfaction and
driving sales.
While increasing and maintaining the former
strategic mass is vital for the growth of a company,
the latter encapsulates a high potential for
migration, cross and upselling. As demonstrated by
our results and the Dapda case study in Spain, the
process of onboarding new customers onto the full
MotorK journey confirmed the efficacy of our up
and cross-selling strategy. The near-term objective
is to emulate this procedural success in Germany,
capitalising on the current momentum within the
market. (Learn more about this on page 23.)
Enterprise customers (large OEM companies)
proved to be a pivotal emphasis in 2023. This
deliberate focus accentuates the significance of
the Spark platform as a fundamental driver in
shaping the trajectory and future of our Company,
and reflects our pledge to deliver tailored and
impactful solutions.
Consolidating our base is the last key step of our
strategy. In May, we acquired GestionaleAuto.com,
one of the main automotive SaaS in Italy, becoming
the undisputed leader in the region. We joined
forces to create an even more comprehensive and
innovative offering for dealerships and automotive
retailers. Moreover, through the engagement of
the acquired independent dealers we increased
our cross-selling potential while creating a blueprint
to apply the process in other countries.
Committed annual recurring
revenues (CARR)
1
€38.6m
2022: €29.8m
1 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided
onpage152 of this Annual Report.
2 Number of employees as at the end of the reporting period. Please refer to page 43 of this Annual Report.
SparKers
2
449
2022: 453
R&D team
121
2022: 121
12
MotorK Annual Report 2023
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FINANCIAL
STATEMENTS
Chairman’s Statement continued
EXECUTIVE MANAGEMENT TEAM UPDATE
This year, we formalised our dedication to our
SparKers with the appointment of Daria Grazzi, new
CHRO. She brings with her over 20 years’ experience
with scale-ups and integration processes, together
with her sensibility and experience with ED&I themes.
Under her guide, most of our initiatives revolved
around the optimisation and facilitation of the
interdepartmental interactions, the integration
of the new employees coming from the acquired
companies, in addition to the continued work on
the grading system and training. I am proud to say
that our SparKers come from more than 30 nations
and that MotorK encourages a culture of inclusion
and engagement, reflected in strong participation
in employee surveys and close collaboration with
external stakeholders, including investors,
customers and suppliers.
READ MORE: PAGE 26
Our commitment to deliver the best solutions to
our customers was endorsed by the appointment
of Philippe Shulz, our new Chief Customer Officer
(CCO). He has over 30years of experience in
digital companies and is now the head of the
operational departments, from supporting
training to professional services, to ensuring the
implementation and optimisation of the Company’s
offering. In April 2024 we are glad to welcome
on board BoazZilberman as a Chief Operating
Officer, who will play akey role in boosting the
Companygrowth.
IN CONCLUSION
I take pride in the achievements of the MotorK
family this year, navigating challenges with resilience
and determination. Our adherence to the growth
strategy has again yielded strong results. I am
particularly pleased with the strategic decision to
prepare the Company for profitability and scaling
opportunities. As we reflect on the achievements of
the year, I extend sincere thanks to our shareholders.
On behalf of the Board of Directors and the MotorK
Senior Executive Team, your unwavering support
is greatly appreciated. The following pages of this
report demonstrate our essential role in shaping the
industry, confirm the soundness of our business and
reaffirm the clarity of our strategic direction.
We are committed to expanding our global reach,
strengthening our partnerships and investing in
cutting-edge technologies. Together with our valued
customers, we will continue to shape the future of
automotive technology, enabling businesses to thrive
in an ever-changing landscape. Thank you for being
part of our journey.
Amir Rosentuler
Executive Chairman
“ Our adherence to the growth
strategy has again yielded
strong results. I am particularly
pleased with the strategic
decision to prepare the
company for profitability
and scaling opportunities.”
13
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CEO’s statement
Q&A WITH
MARCO MARLIA
“ In 2023, the Group maintained
a robust growth trajectory and
accelerated the integration of
recently acquired companies,
positioning itself for sustained
growth and efficiency synergies
in the coming years.”
Q: Can you detail the achieved growth trajectory
and results for this year?
A: This year we kept working hard to develop
exceptional digital sales and marketing solutions
for our customers, solidifying our position as the
undisputed European leader in the sector.
Our Committed Annual Recurring Revenue
(CARR) reached an impressive €38.6 million,
reflecting a remarkable 39% year-on-year
increase in underlying ARR. Recurring billings
surged by an outstanding 50%, underscoring the
Group’s successful transition towards
a predominantly recurring business model.
Our Retail segment continues to be a significant
contributor to our success, achieving an
impressive 27% growth and reaching €26.7
million ARR. We are proud to report that our
customer base has increased by 20% to 891
by the end of FY2023, which is a testament to
our strong commercial momentum. MotorK
demonstrates its ability to maintain and improve
relationships with existing clients through strong
organic indicators, including a Net Revenue
Retention (NRR) of 113.1% and a low churn
rate, all of which have translated into a healthy
increase in Retail average Annual Contract Value
(ACV), up to a new high of €19.5 thousand this
year. Furthermore, our SparK platform, which
was launched just over a year ago, has proven to
be a commercial success, constituting over 10%
of the Retail ARR in FY2023.
Our product’s one-stop-shop nature perfectly
embodies our Land and Expand strategy. Our
Retail segment has significant untapped growth
potential, particularly from customers acquired
through M&A with below-organic average ACV,
providing opportunities for sustainable growth.
In FY2023, the Enterprise segment experienced
significant growth, increasing from €3.5million
ARR to €7.5 million, with an additional
€1.6million of CARR for the year to come. The
success of our strategic initiatives implemented
in the latter part of FY2022 is highlighted by
the substantial increase in sales. The creation
of a dedicated Enterprise team, consisting
of specialised sales and customer success
managers, has been crucial in achieving this.
The Enterprise team transitioned from a tactical
approach to a strategic pillar, effectively
addressing growing market opportunities
throughout Europe.
In FY2023, the Enterprise segment experienced
a significant 90% increase in clients, from 20 in
FY2022 to 38, demonstrating its potential for
growth. Additionally, the segment maintained
and strengthened relationships with existing
clients, achieving an NRR of 129%, which is
above the retail average. The Enterprise
segment is crucial to our continued growth,
highlighting its strategic importance within
our overall trajectory.
Our commercial momentum is supported by
a substantial pipeline in both the Retail and
Enterprise segments, worth €13 million as of
31 December, providing strong revenue visibility
for the upcoming year.
We are pleased to share these significant
outcomes and express our appreciation to
all SparKers, partners and investors for their
invaluable contributions in reshaping the
mobility sector. Together, we have delivered
an exceptionally successful year for MotorK.
Q: Can you elaborate on your commitment to
achieving positive cash EBITDA?
A: In 2022, MotorK achieved significant growth
through strategic investments, team and
infrastructure expansion and consolidation of
five recently acquired businesses. These efforts
resulted in an increased cost base, which was
clearly reflected in the near doubling of our
FTE headcount to 453. This way, the Group
strategically achieved critical mass, paving the
way for scalable growth across Europe and
improved R&D capabilities. With 121 employees,
the Group built the largest R&D team in the
digital automotive sector.
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CEO’s statement continued
In FY2023, we focused on assimilating FY2022
investments, with increased costs reflecting both
the run-rate impact and additional expenses
for activating synergies in newly acquired
companies. The year was characterised by
consolidation, streamlining operations and
eliminating redundancies. As a result, adjusted
EBITDA for this year registered a loss of €1.4
million, compared to positive €0.2 million in 2022.
It is important to note that the stability in FTEs
for FY2023 indicates that no major investments
are required for scalable growth. Thus, looking
ahead to FY2024, the Group is committed to
achieve full operating leverage by maintaining a
steady cost base, which will enhance profitability
in the form of a positive cash EBITDA position.
Q: Could you comment on the external growth
strategy overall this year?
A: Although 2023 was more a year of integration
of the five recently acquired companies, we
believe that external growth is pivotal in
such a fragmented market. In the first half
of the year, we pursued the acquisition of
GestionaleAuto.com, leading provider of digital
solutions in the automotive sector in Italy. This
operation granted us access to independent
dealerships, a strong base for future growth
in the region. We are pleased to welcome the
GestionaleAuto.com team to the MotorK family.
Their strong reputation and excellent customer
relationships provide us with further development
opportunities in one of our key markets,
accelerating our growth path and strengthening
our leadership in Europe.
Together, we will continue to transform the
automotive distribution industry by offering our
innovative digital solutions to an ever-expanding
network of customers, now counting more than
5,200 dealers.
Q: What were the main initiatives regarding
Environmental, Social and Governance (ESG)?
A: This year we focused on people – the fuel
for innovation and our most valuable asset.
We now share our offices with 449 employees
coming from 31 different countries. After such
a successful transformation, we felt the need
to focus even more on creating an engaging
and inclusive environment, starting from talent
acquisition across the talent development
initiatives. In parallel, we extended our
commitment to make the automotive industry
an attractive sector for women through
our Business Development Centre (BDC)
manager and Automotive Digital Manager
(ADM) certifications.
On the environmental front, we aim to protect
the locations in which we operate as a business
and to minimise our impact through our new
travel and car policies and the use of renewable
energy for most of the offices. We also worked on
implementing best practice in our governance,
ensuring transparency and the highest ethical
standards within the business through a clear
structure. (See more on how we integrate our
ESG activities into our day-to-day operations on
pages 25–34.)
Q: What is the role of AI in the future of the
automotive industry?
A: AI is going to be a disruptive element in all
industries and automotive distribution will be
no exception. As pioneers in this field, we have
embraced AI’s cross-cutting potential ahead of
the curve and integrated digital solutions that
have revolutionised automotive retail such as
PredictSparK, a platform integrated tool. By
leveraging AI potential, it helps our customers
optimise operations with predictive maintenance
and after-sales service. In the pilot phase alone,
it sent almost three million communications
to more than one million end users of our
customers base.
In 2023, we also took a bold step forward in
our AI commitment by investing further in
research capabilities to develop automotive-first
AI-based tools through Tech LABS ambitious
initiative. Tech LABS is our technology research
and development hub, leading innovation in
the European automotive industry. Aligned
with our R&D plan, which invested 34% of our
revenues in 2023 (37% in 2022), Tech LABS plays
a pivotal role in designing and implementing
new technologies with a special focus on AI
potential. Our innovations aim to improve the
automotive customer experience, optimise
business operations, reduce costs and facilitate
the daily activities of our dealers. This initiative
not only leverages technology but also attracts
and nurtures top-tier talent, bringing together
a team of experts and AI enthusiasts.
Q: What can we expect from MotorK in 2024?
A: As we move into 2024, we have a growing
commercial pipeline valued at €8.4 million in
Retail and €6.2 million in the Enterprise segment.
Additionally, we will benefit from the conversion
of the committed component of CARR of
€4.5million. On this basis, we are confident
in ourgrowth trajectory and aim to achieve
a minimum CARR of €50 million by the end of
2024. As we pursue sustained growth, we are
committed to full operating leverage achieving
cash EBITDA positivity on the full-year basis,
marking a significant milestone for the Group.
The development of our SparK platform is
crucial as we enhance its capabilities through
AI integration, providing more value to our
customers and equipping them with solutions
to navigate the forces that shape our industry.
While promoting innovation, the effective
migration of acquired customers will play a
critical role in increasing our up- and cross-selling
potential, along with organic expansion.
Marco Marlia
Chief Executive Officer
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Market Overview
MARKET
OVERVIEW
“ By anticipating trends, we can
leverage the AI potential to develop
and deliver solutions providing
added value for our clients, once
again accompanying them along
the transformation of the
mobility ecosystem.”
Marco Marlia
CEO
TRENDS FOR 2023 AND BEYOND
The mobility sector is undergoing a transformative
journey driven by three key trends: sustainability,
technology and regulatory changes. These forces
are shaping the future of the industry, demanding
innovative solutions and strategic adaptations
from the players.
THE FUTURE OF AUTOMOTIVE RETAIL
As the mobility sector embraces these new trends,
technological advancements will be at the heart of
this transformation. OEMs are investing heavily in
research and development to bring these innovations
to market, with a focus on faster launch times and
high precision. The rise of e-commerce is also shaping
the retail landscape, with new contractual forms
in Europe allowing for selective distribution and a
departure from exclusive dealer agreements. Despite
the new trends of the market, MotorK products are
designed and ready to embrace such challenges
without impacting significantly our proposition.
The future of mobility is deeply interconnected with
data, as it will be used to optimise transportation
systems, personalise user experiences and drive
innovation. Automotive companies are collecting
vast amounts of data from vehicles, drivers and
the environment, creating a rich repository of
insights that can be used to enhance safety,
efficiency and convenience.
Dealerships must adapt to this evolving landscape by
adopting strategies that seamlessly integrate online
and offline experiences. Digital showrooms, virtual
sales consultations and online financing options are
becoming increasingly prevalent, offering customers
greater convenience and accessibility. Investments
in digital tools, data analytics platforms and AI-
powered solutions are crucial for enhancing customer
service, optimising operations and personalising
experiences. Building strong customer relationships
through personalised communication, targeted
marketing and exceptional service experiences is
paramount for fostering loyalty.
OUR MARKET POSITION
MotorK’s market position is distinguished by
its unparalleled strengths in the automotive
digital industry. With the largest Research
and development team in Europe, we leverage
cutting-edge technology to surpass local players
and stand out as one of the few vendors operating
at scale in a fragmented market. Our native
SaaS multi-tenant platform not only competes
effectively against legacy on-premises Dealer
Management System players but also ensures
operational efficiency across a broad geographical
footprint. Our strategic foresight is evident in
our early adoption of a multi-country strategy,
anticipating the needs of OEMs and providing a
distinctive edge. In addition, our infrastructure is fully
integrated into the automotive ecosystem through
over 200 APIs, creating significant barriers to entry.
As a multi-national company operating in eight
countries, MotorK’s commitment to innovation and
technological leadership is evident, not only in our
market share, which stands at 1.1%, but also in our
position as a trailblazer in the evolving landscape
of automotive digital solutions.
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Market Overview continued
01.
TREND I: SUSTAINABILITY
Sustainability is paramount in the mobility sector, with
consumers and governments seeking environmentally
responsible transportation options. Electrification is
at the forefront of this movement, with the transition
to electric vehicles (EVs) gaining momentum.
Governments worldwide are setting ambitious targets
for EV adoption and automakers are responding
with expanding EV lineups. The European climate
law mandates the achievement of the EU’s climate
goal of reducing emissions by at least 55% by 2030.
EU member states are currently developing new
legislation to attain this objective and make the
EUclimate-neutral by 2050.
The shift to EVs includes more than powertrain
technology; it requires a holistic transformation of the
transportation landscape. This includes developing
extensive charging infrastructure, innovating battery
technologies and shifting consumer behaviour towards
shared mobility solutions, such as car sharing and
ride-hailing. These new forms of mobility are gaining
traction, offering a more sustainable and convenient
alternative to private vehicle ownership. These services
reduce congestion and emissions in urban areas,
aligning with consumer preferences and environmental
goals. Dealerships and OEMs can capitalise on this
trend by developing partnerships with shared mobility
providers, expanding their reach and customer base.
02.
TREND II: TECHNOLOGY
The mobility sector is embracing technology at an
unprecedented pace, revolutionising transportation
systems and user experiences. The integration of
the Internet of Things in vehicles enhances vehicle
connectivity, enabling real-time data exchange
and advanced features like remote diagnostics
andOver-the-Air updates.
Autonomous driving technology is advancing
rapidly, with companies developing sophisticated
systems that enable vehicles to navigate roads
and traffic without human intervention. While fully
autonomous vehicles remain in the testing phase,
Advanced Driver-Assistance Systems are becoming
increasingly prevalent, providing drivers with
enhanced safety and convenience.
AI is transforming the automotive industry, powering
predictive maintenance, personalised customer
experiences and intelligent navigation systems.
It is also being used to optimise manufacturing
processes, reducing costs and improving efficiency.
Data is emerging as the key currency for unlocking
new opportunities and optimising business strategies
across the mobility landscape. Therefore, data-driven
sales and marketing have become indispensable tools
for mobility companies seeking to enhance customer
engagement, improve sales conversion rates and
drive business growth. By leveraging data insights,
companies can identify target market segments,
personalise customer interactions and deliver tailored
marketing campaigns that resonate with individual
preferences. In the automotive industry, data-driven
sales strategies are enabling dealerships to streamline
customer interactions, anticipate vehicle needs and
provide personalised recommendations. OEMs are
using data analytics to optimise product development,
improve supply chain management and enhance
customer service.
For shared mobility providers, data is crucial for
managing fleets effectively, optimising route
planning and understanding customer behaviour
patterns. By analysing rider data, companies can
improve ride matching algorithms, personalise
pricing models and enhance customer satisfaction.
03.
TREND III: REGULATORY CHANGES
The introduction of agency agreements is
accompanied by regulatory changes. Upcoming
reforms, such as changes in European block
exemption regulations, will affect how
OEMs operate wholesale and agency models.
The agency model in the automotive industry
represents a transformative shift in sales and
distribution dynamics. In this innovative approach,
OEMs sell cars directly to consumers, bypassing the
traditional dealership model to become retailers.
This model establishes a clear division of roles and
responsibilities between OEMs and dealers, with
the aim of enhancing efficiency and transparency
in the car-buying process. In a pure agency model,
the OEM assumes crucial tasks such as pricing,
customer relationship management and inventory
and administration responsibilities. This strategic
shift enables OEMs to collect valuable customer
data, optimise pricing and improve profitability and
customer satisfaction. Dealers, acting as agents,
focus on providing support and services to customers.
Variations within this model, such as the Service
Provider Agreement, offer flexibility while maintaining
control primarily in the hands of the manufacturer.
Manufacturers are increasingly adopting the agency
model in response to changing consumer preferences
and the demand for a streamlined and transparent
car-buying experience. The move towards digitalisation
and e-commerce is in line with consumer expectations
for a seamless, omnichannel experience that
emphasises clear pricing and minimal negotiation.
The agency model responds to customer demand
for a simplified and streamlined car-buying process,
focusing on customer service, support and fixed
pricing for consistency.
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Market Overview continued
OUR MARKET
ADDRESSABLE MARKET
Based on the current market pricing, the management team estimates that the core market in the top five European countries is worth €4 billion,
including both franchised dealerships and OEMs. Expanding the scope to include the entire European market, including all franchised dealerships,
OEMs and Small and Medium-sized Businesses (SMBs), increases the total addressable market to €6.2 billion
1
.
Italy has performed well, demonstrating
a growth trajectory that aligns with its
solid track records. This mature core
country continues to drive the Group’s
overall success. The acquisition of
GestionaleAuto.com, leading digital
automotive retail solutions provider in
Italy, not only strengthens our position
as undisputed leader of the region but
also presents an opportunity to leverage
synergies and expand offerings to a
broader customer base in this core
market, through a new network of over
2,000 independent dealers. The Italian
legal entities have recorded 63% of
total Group revenues in FY2023 (67% of
total revenues in FY2022).
The pipeline signals promising growth,
driven by successful SparK platform
implementation after an initial slower
start. The migration and integration of
Dapda clients is playing a pivotal role in
the substantial increase in newly won ACV,
while new leadership and a restructured
sales organisation create a strong
commercial momentum going forward.
With an average ACV at acquisition of
€6k, compared to the Group average of
€19.5k and the platform offerings at €30k,
the growth potential of this new 1,000
customer base is evident. The Spanish legal
entity has recorded 10% of total Group
revenues in FY2023 (12% of total revenues
in FY2022).
The performance in France demonstrates
strength, reaffirming its status as one
of our core markets and driving Group
performance. The acquisitions of Fidcar
and FranceProNet have strengthened our
presence in the region and the outlook for
future growth looks promising. This is due
to cross-selling and up-selling initiatives
and to platform migration. After the
completion of the Fidcar migration
process, FranceProNet customer base
is steadily progressing with MotorK’s
products adoption. The French legal
entity has recorded 14% of total Group
revenues in FY2023 (14% of total
revenues in FY2022).
Performance in the region started to
increase the pace, after a slow start at
the beginning of the year. As the team
strengthens its capabilities, we are now
strategically positioned with a robust
qualified pipeline. In addition, the acquired
client base of 725 clients, together with
the potential of the SparK platform,
offer promising growth opportunities
in line with a migration approach that
mirrors our successful strategy in Spain.
These strategic advances provide a solid
foundation to seamlessly fill gaps and drive
sustainable growth in the German market
as we move forward. The German legal
entities have recorded 7% of total Group
revenues in FY2023 (3% of total revenues
in FY2022).
In Benelux, MotorK delivered solid
overall results in line with expectations.
The migration of FusionIT (Carflow)
customers to the MotorK platform has
been delayed due to the prioritisation
of the integration efforts in Spain
but is now live with tangible cross-sell
opportunities going forward. With an
acquired robust customer base of 530
clients, MotorK reinforced the footprint
in the region and sees a high potential for
cross-sell and future platform migration,
following the Land and Expand strategy.
In the Benelux area, the legal entity has
recorded 6% of total Group revenues in
FY2023 (4% of total revenues in FY2022).
ITA LY SPAIN FRANCE GERMANY BENELUX
1 Source: ICDP European Car Distribution Handbook, CLIMMAR, GIPA Declarations enseigne, AECDR, Cecra, Statista, Managements assumptions on potencial ACV.
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Business Model
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C R E AT I N G VA L U E
FOR STAKEHOLDERS
OUR HOLISTIC PLATFORM
The Group empowers B2B automotive players across
EMEA with SparK, a unique holistic SaaS platform.
SparK acts as a tailored ‘agent’ for dealerships and
OEMs, managing online presence, stock visibility, lead
generation, sales and even after-sales relationships,
all while providing a seamless omnichannel experience
for end customers. This customer-centric approach,
coupled with our commitment to R&D and innovative
solutions, fuels a subscription-based business model
and ensures both dealer success and a positive brand
experience for the future of automotive.
We have incredibly talented teams who are focused
on providing our customers with cutting-edge
innovative solutions on a daily basis. Inspired by our
Innovate, Land and Expand and Consolidate strategy
together with our set of core values, our experienced
executive team have established a clear strategic
path for sustainable growth. The Group has achieved
increased geographic diversification of its revenue
both through acquisitions and organic growth.
This contributed to making it the leading SaaS
Company for the automotive industry in Europe
and one of the fastest-growing digital companies.
SaaS recurring revenue as % of total revenue
1
75%
2022: 70%
Customers
5,200
2022: 3,200
A GROWING BASE OF RECURRING REVENUES
MotorK’s SaaS platform products are usually provided
to dealerships through subscription agreements
lasting between 12 and 36 months (some agreements
may be longer). These contracts generate recurring
revenues that are recognised upon platform delivery
and produce visible cash flows for the company,
supporting the ongoing development of the platform
to deliver additional value-added functionality,
creating further customer loyalty. The average
annual contract value for this customer group
was €19.5k in FY2023 (compared to €17.8k in
FY2022), with relatively short sales cycles of around
one to two months.
OEM customers sign much larger SaaS contracts,
with contract values starting at €100,000 and
potentially rising to several million euros. Due to
the scale and complexity of these deals, sales cycles
typically last nine to 12 months and contracts are
usually signed for two years, whether they are new
or renewed.
OUR STAKEHOLDERS
In our journey as a SaaS platform, we are deeply
committed to striking a delicate equilibrium that
caters to the varied interests of our key stakeholders.
This commitment extends beyond short-term gains,
emphasising our dedication to fostering sustainable
growth and creating enduring value over the
medium and long term.
CUSTOMERS
SparK is not just a platform; it’s a transformative force
for automotive retailers, revolutionising their approach
to digital sales. We work day by day together with our
dealers and OEMs to provide a seamlessly integrated
digital buying experience for their customers. It
goes beyond a transaction; it’s a digital journey that
reshapes the automotive retail landscape.
EMPLOYEES
At MotorK, our strength lies in the passion and
expertise of our SparKers. We entrust our team with the
responsibility of delivering excellence in every project
and to every customer. By championing a culture of
trust and support, we enable our SparKers to thrive,
ensuring that their dedication remains the driving force
behind our success as a SaaS platform.
INVESTORS
MotorK is a high-growth, mission-critical technology
company, employing a financial model that generates
high levels of recurring revenues and cash flow. These
features should generate attractive investment returns
for shareholders. As the Company complements
organic growth with acquisitions, it intends to
create step-changes in its growth profile over time,
accelerating investment returns.
B2B SaaS
Platform
1 Please refer to the Financial and Operating Review section on page 38.
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Our Strategy
Since the Company was established in 2010, the
automotive industry has been radically transformed
by the digital revolution, a process accelerated by the
Covid-19 pandemic and the related restrictions. The
traditional business model no longer meets the needs
of customers, creating an experience gap between
supply and demand.
With our technology, we are playing a leading role in
the digital disruption of automotive distribution.
Our vision and mission are closely tied to our
foundations (see more about Technology, Mobility and
People on pages 5–7) and our core values that guide
our decision making and behaviours.
OUR VALUES
Customer obsessed
Our customers are at
the centre of what we
do. We deliver the best
customer experience
to build trust and help
them excel.
Forward thinking
We dare to be different,
always thinking of the
next big thing. Fighting
the status quo is our
essence, excellence is
our measure.
Results driven
We never stand still;
we get things done.
In everything we do
we want to make
an impact.
Always ambitious
There is a spark in
each of us. We are
bold, we are fast. We
are creative, we are
adventurous. We are
a contagious force
of nature.
Empowering
inclusion
We are guided by
integrity and fairness
and prioritise work-life
balance. We are
stronger because of our
differences, making us
a better company.
Our core values also underpin our three strategic pillars:
WE ARE PLAYING A KEY ROLE IN THE DIGITALISATION
OF THE AUTOMOTIVE RETAIL INDUSTRY.
SHAPING
THE FUTURE
OF MOBILITY
INNOVATE LAND AND EXPAND CONSOLIDATE
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Innovate
At MotorK, we were the first to introduce digital
solutions to revolutionise automotive retail. Last
year, we launched the SparK platform, a single,
natively integrated, multifunctional environment
that provides dealers and car manufacturers
with innovative solutions for their digital activities,
from lead management to after-sale services.
In 2023, we continued to strengthen our
commitment to working closely with our customers
to deliver new and useful features on a daily basis.
This will enhance the overall performance of our
tools and help our customers excel in all their tasks.
In addition, we have focused our efforts on two
core dimensions of SparK: AI and cybersecurity.
The programme at the heart of our AI project
is Tech LABS, a research and development hub
for technology in the European automotive
industry. Tech LABS is aligned with the Company’s
R&D plan, which invested 34% of revenues in
2023. Its purpose is to design and implement
new technologies that enhance the automotive
customer experience, making it more seamless
and tailor-made. Additionally, it optimises business
operations, reduces costs, and facilitates the daily
activities of dealers. With Tech LABS, MotorK aims
to explore innovation and provide cross-country
training with the help of company experts and AI
specialists recruited specifically for this project.
This is a significant step towards establishing
MotorK as a technology leader, with R&D serving
our mission to shape the future of mobility and
the automotive retail industry. Furthermore, this
initiative enhanced the Company’s visibility for
attracting and nurturing talent, which is another
crucial aspect for a rapidly expanding Group.
(For more information on the impact of Tech LABS
on our talent attraction, refer to page 28.)
As data becomes an increasingly valuable asset
and cyber threats continue to rise in frequency
and impact across all industries, we focused on
implementing the highest standards of security
in our solutions to safeguard the information of
dealers, OEMs, and end-customers. This includes
undergoing the ISO 27001:2022 certification
process and focusing on two-factor authentication
in our tools. For more information on cybersecurity
and ISO 27001:2022, please refer to page 34.
INNOVATE
“ With the kick-off of Tech
LABS, we dare to experiment
and be bold to take our
technology offer to the
next level.”
Marco Marlia
Chief Executive Officer
R&D investments as a % of Group total
revenues
34%
2022: 37%
Number of staff in R&D
121
2022: 121
F U T U R E
PRIORITIES
■ Extend product categories
■ Maintain healthy R&D investment levels
■ Embrace future industry trends
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Innovate continued
WEB
■ Digital showroom
■ Automotive-specific content
STOCK
■ Advanced stock management
360-degree photo app
E-REPUTATION
■ Management of online reviews
■ E-reputation analytics
RESERVE AND PAY
■ Vehicle reservation and online checkout
LEAD/CRM
■ Advanced lead acquisition and
management
LIVE ASSISTANCE
■ Live chat and chat bots
■ Co-browsing
AI
■ Predictive marketing
■ Smart data
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Land and Expand
PROGRESS DURING THE YEAR
As a result of this effective go-to-market approach,
we have continued to grow the ratio between CARR
and number of customers.
Real value is best communicated when customers
share first-hand accounts of how the platform
has enhanced their operations, streamlined
processes and delivered tangible benefits, providing
prospective users with authentic insights into its
practical applications and positive impact on their
business. The following examples demonstrate the
value of our SparK platform.
53%
Increase in leads vs 2022
13%
Increase in click-through rate compared to 2022
OUR PLATFORM IN ACTION: TIRLONI & C. SRL
In a time when the automotive industry is undergoing a digital revolution, dealerships need to adapt
to stay competitive. Tirloni & C. SRL, a dealership in southern Milan, has embraced this challenge
with the support of MotorK.
Founded in 1969, the company offers a
complete service from sales to aftersales
and boasts a loyal customer base. Andrea
Nardelli, Digital Manager, acknowledges the
fundamental role of MotorK’s Automotive
Digital Manager training in making key aspects
of his role more effective (read more about
MotorK certifications and training on page
31.) The company’s push towards digitalisation
began with an analysis of the main areas
of intervention (technology, organisation,
processes and marketing) to develop a
customer-centric process. At the time, Tirloni
& C. SRL did not have specific digital tools for
lead management, with leads coming mostly
from the manufacturer’s website via email, while
the stock was managed by another multi-
publisher programme.
The adoption of WebSparK, providing a
functional website for attracting traffic and
meeting user needs, helped the dealership
to record a 53% increase in leads in 2023
compared to 2022 and a 13.8% increase in
overall click-through rate. The introduction
of LeadSparK led to a surge in the volume of
customer touchpoints, thus increasing sales
opportunities in crucial stages of the customer
journey and StockSpark provided a centralised
system for inventory management and multi-
publishing. The team gradually incorporated
the tools provided by MotorK, achieving
significant improvements in data management,
processes and customer relationships. The
use of LeadSparK has encouraged the
development of a digital culture within the
dealership, with plans for new tools to improve
the quality and implementation of data
collection and organisation and the launch
of marketing activities enabled by proper
customer data management.
Tirloni & C. SRL is an example of successful
digital transformation, demonstrating that
adopting integrated solutions specifically
designed for the automotive sector can
lead to tangible results and more efficient
management of the entire sales process.
The partnership with MotorK has opened
new opportunities, enabling the dealership to
continue meeting the needs of customers in an
increasingly digital world. Read more about
our customers’ success stories on our website.
LAND AND EXPAND
Our expertise in understanding
customer needs and developing
the technical tools and solutions
they require to succeed are
the foundations of our strong
relationships across the
mobility market.
Through our SaaS model, we offer
dealerships and OEMs a simple way to
engage with our software. Customers may
choose only to access a single module and
typically begin with a basic subscription that
allows only a limited number of users. As they
become more confident in deploying the
platform in their business, we are able to add
value by offering more functionality to suit
their needs.
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Land and Expand continued
While the integration of Dapda in Spain
took slightly longer than anticipated to
fully align with the MotorK ecosystem, the
migration is now live and yielding results.
This demonstrates the significant growth
potential within the Company’s existing
customer base, as migrating acquired
customers to the full MotorK journey
generates substantial value.
Analysis of the performance of a group of
customers in Spain exemplifies how MotorK
enables car manufacturers and dealers to
enhance their customer experience through
a range of fully integrated digital products
and services. At the time of acquisition, the
average ACV of Dapda customers was €6.1k.
The dealers were in the early stages of their
digital integration process and during their
initial migration to MotorK products, they
chose our CRM (Customer Relationship
Management), stock management and
reputation services to complement their initial
website offer. This resulted in a substantial
average ACV increase to €11.9k, effectively
doubling the initial value.
Over time, customers sought an integrated
and future-proof solution in SparK,
subscribing to more modules. This cross-
selling resulted in an average increase in
ACV of €17k, representing an almost fivefold
increase over the initial value and a final ACV
of €28.9k. Compared to the Group’s average
of €19.5k, the growth potential is evident.
UNTAPPED POTENTIAL FROM ACQUISITIONS: DAPDA
MotorK’s M&A strategy has proven to be a driving force behind the company’s growth. Recent
performance in Spain has validated the Group’s approach, centred around unlocking untapped
potential within the customer base through up-selling and cross-selling opportunities.
F U T U R E
PRIORITIES
■ Unlock value from our base
■ Increase multi-product adoption with SparK
■ Strengthen focus on enterprise customers
■ Leverage Spain migration blueprint for
Webmobil24 customers
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Consolidate
PROGRESS DURING THE YEAR
Last year was a year of stabilisation, during which we
focused on the integration and streamlining of the
five acquisitions completed in 2021 and 2022.
Nonetheless, consistent with the successful approach
we have employed since 2010, we continued to
evaluate prospective acquisitions that:
■ offer potential for us to add market share or to
enhance our attractive recurring revenue model;
■ offer potential for expanding our customer base
or providing cross-sell opportunities for our
existing products; and/or
■ provide access to innovative products that are
complementary to our existing products.
During the year, we completed the acquisition
of GestionaleAuto.com, a leading automotive
retail solutions provider in Italy. This deal not only
strengthened MotorK’s market position but was
an opportunity to enter the independent dealers’,
segment, leverage complementary strengths and
expand offerings to a larger customer base in a
core market.
Established in 2004, GestionaleAuto.com is a
leading player in the Italian digital automotive
retail market, specialising in SaaS. The company
provides car dealers with a comprehensive suite of
digital solutions, including multi-publishing stock
management, omnichannel digital showroom
capabilities and lead generation and follow-up.
In 2022, GestionaleAuto.com reported revenues of
around €2.0 million, achieving significant double-
digit year-on-year growth. The acquisition of
GestionaleAuto.com aligns with MotorK’s M&A
strategy, which aims to consolidate the market and
fortify its leadership position within Europe’s digital
automotive retail market.
CONSOLIDATE
MotorK aims to consolidate
its leadership of the European
digital automotive retail
sector through acquisition
and strategically entering
new markets.
Acquisitions since 2016
9
Completed transactions in 2023
1
F U T U R E
PRIORITIES
■ Acquire market share
■ Enter new markets
■ Consolidate European leadership
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Our ESG Vision
RESPONSIBLE BUSINESS
Our passion is the digital automotive industry
and we are determined to be the technology
partner of choice for mobility solutions.
Achieving our vision involves more than just
technological innovation; it requires us to be a
supportive employer, a responsible corporate
citizen and a positive force in our local
communities. Since we were founded in 2010,
the mobility sector has undergone significant
change, with a strong focus on sustainability.
As stakeholders increasingly prioritise
responsible business practices, MotorK
cultivates values that define us as an employer
that is deeply invested in our colleagues,
communities and the environment.
We support the UN Sustainable Development Goals (SDGs), a set of 17 global goals developed to define
global priorities and address major societal and environmental concerns. We have identified six priority
SDGs
1
and specific targets that sit beneath those, to which we are making a positive contribution.
Relevant UN SDGs and targets How we contribute
SDG 3
Good health and wellbeing
Ensure healthy lives and promote
wellbeing for all at all ages
We work to promote the wellbeing of all our colleagues by providing
support when needed as well as incentivising self-care activities. We
are working to develop an online platform to allow on-demand access
to resources and have a hybrid work policy. We acknowledge the right
to safe and healthy working conditions, as outlined in the International
Covenant on Economic and Social Rights, particularly in Part III,
Article 7(b).
SDG 4
Quality education – ensure inclusive and
equitable quality education and promote
lifelong learning opportunities for all.
Relevant targets: 4.3, 4.4, 4.5, 4.7
Our investment in training and development supports all our
colleagues, ensuring their skills remain relevant to the evolving
needs of MotorK and to wider society. We are working to encourage
greater diversity at all levels of our organisation.
SDG 5
Achieve gender equality and empower
all women and girls.
Relevant targets: 5.1, 5.5
Beyond our ‘business as usual’ approach to recruitment and promotion
based on equal opportunities and fair remuneration, we are actively
working to increase the attractiveness of the historically male-
dominated automotive sector to women, with the aim of increasing
female representation at both management and Board level. We
encourage the participation of women in the mobility sector by offering
certification programmes and training.
SDG 8
Promote sustained, inclusive and sustainable
economic growth, full and productive
employment and decent work for all.
Relevant targets: 8.2, 8.5, 8.6, 8.8
Our solutions enhance our customers’ productivity and sales
opportunities, contributing to economic growth and MotorK’s own
growth creates rewarding and fulfilling employment for people in
the communities in which we operate. Growth of our business also
promotes job creation, both for people at the beginning of their careers
and for experienced hires who bring new skills into the business.
SDG 9
Build resilient infrastructure, promote
inclusive and sustainable industrialisation
and foster innovation.
Relevant targets: 9.5
Our commitment to innovation is at the heart of MotorK’s vision,
mission and values and is demonstrated by our tech team of 121
people and our significant investment of revenue in R&D.
SDG 12
Ensure sustainable consumption and
production patterns.
Relevant targets: 12.5, 12.6
We are looking to increase the adoption of sustainable practices
throughout MotorK and are working to improve measurement and
reporting of our impact and initiatives.
1 SDGs – Sustainable Development Goals, United Nations, 2030 Agenda for Sustainable Development.
While we are proud of our achievements,
we recognise there is more to do on our ESG
journey. For this reason, even if the Group
is not required to comply with the TCFD
requirements, in 2023 we decided to develop
our ESG targets on what matters most in
a SaaS company: our people. This year we
have made significant progress in our people
initiatives, particularly in talent attraction and
development. We are committed to creating
a workplace where employees and customers
feel valued and engaged and we believe
these initiatives will help us achieve our
goals in this area.
Our commitment to sustainability is outlined under three key pillars:
PEOPLE
■ Our approach to
managing relationships
with our employees helps
us to foster an inclusive
culture and a positive
work environment.
PLANET
■ Planet: we seek to minimise
our environmental impact
and support the transition
to a low-carbon business.
GOVERNANCE
■ We provide insight into
how we run our business,
covering aspects such as
executive remuneration,
auditing, internal controls
and shareholder rights.
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Our ESG Vision – People
As CHRO, Grazzi has endorsed our
commitment to ED&I and is working
to ensure that our workplace fosters
a culture of belonging and respect for
all employees.
Q: What are your primary strategic priorities,
both in the short and long term?
A: MotorK, the leading SaaS scale-up in the
automotive industry in Europe, is growing and
restructuring, while consolidating its unique
identity. Flexibility and ethical behaviours are
both critical drivers in fostering an engaging
environment for our employees and also addressing
the complex challenges related to rapid growth.
Thus, the focus during my first nine months at
MotorK has been on process optimisation and
management culture. Our short-term goals include
ensuring the organisation has the right skills
and optimising interactions between functions
to enhance the efficiency and effectiveness of
processes. Our long-term focus is on fostering a
culture that encourages continuous growth and
development within MotorK. The ultimate objective
is to establish the most efficient and productive
organisation to achieve our business goals and
consolidate our Company’s identity.
Q: What were the main initiatives implemented
during the past year?
A: All of our initiatives relate in some way to our
grading and performance management system.
We worked on creating a transparent mapping of
roles and responsibilities across teams to identify
training and development needs at organisation
level, while providing a valuable tool for individuals
to see how their roles fit within the Company and
to identify opportunities for progression.
This work has enhanced training and resources
for middle managers, providing structured
development pathways for themselves and
their teams. The grading system also plays a
significant role in promoting a meritocratic-based
environment, encouraging diversity and inclusion
and fostering our initiatives related to succession
planning for managers. We are working to identify
high-potential individuals within the company
and determining a timeline for their development.
This allows employees to identify and position
themselves in the market and determine the
market value of their role. Enhancing transparency
and awareness promotes equity and consistency
among roles and across different countries.
In 2023, we refined our performance reviews,
which now include 360-degree structured
evaluations from team members to managers
as well as from peers.
We are implementing processes in talent
acquisition to promote diversity and inclusion
and we are pleased to see a diverse range of
candidates. We frequently open positions in
multiple countries to ensure we find the best
candidate. We currently operate in eight countries
and our colleagues span 30 nationalities, with
potential for further expansion, given our rapidly
evolving organisation.
Q: What outcomes did MotorK achieve?
A: As I mentioned, the progress made towards
our new grading system is a fundamental
accomplishment. I am pleased to announce that
during the year we welcomed more than 100
new colleagues from diverse backgrounds. A
contributor to our talent acquisition was our new
Talent Hub, focused on internships and Tech LABS,
focused on fostering an innovation-driven culture.
We have developed extensive training and
HR resources for all the processes we are
implementing, providing more than 1,400 hours
of training in 2023 alone.
The ability to drive performance is not determined
by genetics but can be taught, learned and
developed with practice and the right tools. This
year, we refined the training for managers and
supervisors such that they can develop their teams
and give feedback constructively.
Daria Grazzi
CHRO
PEOPLE
UNLOCKING OUR
SPARKERS POTENTIAL
SparKers are MotorK’s most important
asset, so we are dedicated to creating the
best possible work environment. To bring
our talent management and diversity and
inclusion commitment to a higher level, in
April we welcomed our new CHRO, Daria
Grazzi. She brings with her over 20 years’
experience in human resources, spanning
both traditional and digital businesses. In
addition, her expertise in M&A integration
processes, start-ups and scale-ups is
particularly valuable to seamlessly migrate
and integrate employees following our
recent acquisitions.
“ I accepted this challenge
because I believed it would
provide me with a broader
perspective. I must say,
I have found it.”
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Our ESG Vision – People continued
ENGAGING WITH
OUR SPARKERS
MotorK’s culture of
engagement is evident
throughout the employee
journey, from the interview
and onboarding process to
regular employee surveys
and exit interviews.
We actively seek and respond to employee
feedback to continually improve our
processes and create a more fulfilling
working environment.
Employee satisfaction score
3.7/5
B E F O R E
After each stage of the
application process, we
contact candidates to
gather their feedback and
ensure a smooth experience.
This feedback is invaluable
in refining our hiring
practices and improving
the candidate journey.
Onboarding is a key
touchpoint for employee
engagement. We get to
know the new SparKers
better and know their
opinion at the end of the
process to identify areas for
improvement and ensure
a positive and productive
transition into the company.
A F T E R
Exit interviews provide
valuable insight into
employees’ experiences and
reasons for leaving. We use
this information to understand
our departing employees’
perspectives, address any
underlying issues and make
improvements to retain
toptalent.
Priorities
■ MotorK is committed
to addressing the
areas identified for
improvement and
fostering an even more
engaging and satisfying
work environment.
D U R I N G
Employee surveys provide valuable insights into satisfaction and engagement.
We carefully analyse feedback to identify trends and areas for improvement.
MotorK’s most recent engagement survey achieved an 84% (89% in 2022)
participation rate. The results showed an overall employee satisfaction
score of 3.7/5 (2022: 3.8/5), indicating a positive and committed workforce.
Strengths identified included:
■ Employee engagement,
3.9/5: Employees expressed
high levels of satisfaction
with the company’s culture of
collaboration and team spirit.
■ Teamwork, 3.9/5: The survey
highlighted the strong sense
of camaraderie and support
among colleagues.
■ Relationship with line manager,
4/5: Employees reported
positive relationships with their
direct managers, who provided
strong leadership and support.
The recognised areas for
improvement included:
■ Internal communication,
3.5/5: Employees expressed
a desire for more timely and
transparent communication
from management.
■ Recognition and rewards,
3.5/5: Employees felt that
recognition and rewards for their
contributions could be improved.
■ Development and promotion
opportunities, 3.5/5: Employees
wanted more opportunities for
professional development and
career advancement.
Acting on insights from the survey, the Board and senior leadership team
have incorporated key themes into the decision-making process for shaping
initiatives and metrics for 2024.
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Our ESG Vision – People continued
TA L E N T
ATTRACTION
“ This initiative represents an
additional step forward in our
journey to establish MotorK as
a technology leader, with R&D
serving our mission to shape
the future of mobility and the
automotive retail of tomorrow.”
Marco Marlia
Chief Executive Officer
The company is committed to
attracting and developing talent
that is not only qualified for the
role but is also a good fit with the
company’s culture and values, for
that SparKer to develop within
the Company.
MotorK’s approach to talent acquisition has been
enriched by two new pillars this year: Talent Hub
and Tech LABS. In September, we launched the
Talent Hub, a six-month internship programme
for students and recent graduates to experience
valuable employment opportunities in a dynamic
and innovative company, while injecting fresh
ideas and skills into the organisation. Selected
candidates were placed in various departments
critical to MotorK’s customer-centric vision,
including engineering, sales, operations, corporate
development and finance. Each intern was assigned
a mentor to provide individual guidance. Interns are
also actively involved in their respective teams, giving
them first-hand exposure to MotorK’s culture and
values. MotorK’s Talent Hub represents a significant
advancement in our talent acquisition approach.
The Company aspires to create a work environment
where everyone feels respected, supported and
empowered to make significant contributions to the
Group’s growth. The cyclical nature of the Talent
Hub programme ensures continuous improvement,
allowing MotorK to refine the selection and
placement process to better meet the needs of
the Company and the candidates.
Designed to become a cutting-edge technology
research and development hub for the European
automotive scene, MotorK’s Tech LABS programme
is leading the development of advanced
technologies while cultivating top talent in the
automotive industry. Launched in July, Tech LABS
brings together MotorK’s seasoned experts and
a cohort of AI developers. Participants can learn
about AI, machine learning, natural language
processing and data science from industry leaders,
enhancing their skills and enabling them to make
a tangible impact in shaping the future of the
automotiveindustry.
The Company’s onboarding programme was
previously conducted online, but it has recently
been changed to in-person sessions. This shift was
made to provide a more personal and immersive
experience for new hires. New employees receive
a welcome kit and then attend a series of sessions
covering the Company’s history and culture.
Additionally, managers assign a buddy to each new
hire, so they have someone to go to for guidance
other than their manager.
Priorities
■ Continue to foster a committed workplace
aligned with the Company’s values.
■ Attract talents and provide them with a
sounding board for their innovative ideas.
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Our ESG Vision – People continued
TRAINING AND DEVELOPMENT
We believe that continuous learning is crucial for
success and are dedicated to equipping our employees
with the resources they require to enhance their skill
sets and progress in their careers. MotorK offers a
comprehensive training programme, enhanced by our
investment in the Udemy platform. We also provide
financial support for employees seeking to improve their
skills through external qualifications, contributing up to
50% or €1,000 per year per employee.
Our three-month management training programme
helps to develop our next generation of leaders
and managers by empowering them to think
strategically, engage with their teams effectively
and instil an inclusive, trusting and inspiring work
environment. The training includes internal and
external elements. The latter are designed to
complement the internal training, which develops
managerial skills for employees who have been
promoted from within the company and who may
not have received previous formal management
training. Colleagues are also given the ‘management
toolkit’, a guide to understanding the Company from
a manager’s perspective.
We encourage movement within the organisation
and support colleagues looking to broaden their
experience. We take a particularly proactive
approach to this when integrating acquisitions, to
ensure we retain and develop talent. During the
year, 17 of our people were promoted internally or
given the opportunity to be seconded to a different
department (11 in 2022), in recognition of their
achievements and supporting their professional
development and career progression.
This year, a focus has been on developing and
implementing a grading system designed to ensure
fairness, transparency and consistency across all
development paths. Started back in 2022 with the
engineering team, the grading system now maps
the majority of roles, the skills and knowledge
required and the fair compensation for that role
in the market and specific country. The system is
based on clear and objective criteria that assess
the value and complexity of different roles, ensuring
fair compensation for employees’ skills, experience
and contributions. Additionally, it identifies critical
roles that are essential to the Company’s success.
These roles receive extra training and development
support to retain the best talent.
We are also creating a transparent career path
framework that complements the grading system.
This framework will provide employees with clear
and concise information about the steps they need
to take to advance their careers. Employees will be
able to see which skills and experiences they need to
develop to move from one grading level to another.
This will help them take ownership of their career
development and make informed decisions about
their professional growth.
This mapping also allows the Company to adjust
salaries based on the specific salary range for the
same job description across different areas of the
same country and different countries, considering
differences in the cost of living to promote equity
and fairness.
Our SparKers participated in our six-monthly
performance evaluations, 360-degree assessments
including reviews of operational excellence,
corporate citizenship and problem-solving skills. The
survey includes peer, manager and team members’
evaluations and the results contribute to the
calculation of the short-term incentive programme,
together with Company results.
We have also implemented a calibration exercise
for our performance evaluation process, as part of
which a multi-departmental team reviews those
who have exceeded and those who have not met
expectations to ensure consistency and fairness in
how they are assessed.
Priorities
■ Finalise the competency matrix.
■ Deliver a professional training programme to
mid-level colleagues.
Internal moves
17
2022: 11
without acquisitions
Training hours
1,494
2022: 900
“ The ability to drive performance
is not determined by genetics
but can be taught, learned and
developed with practice and the
right tools.”
Daria Grazzi
CHRO
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Our ESG Vision – People continued
EVENTS
“ The first edition of our Hackathon
reflects MotorK’s constant focus on
the future and is a demonstration
of how the Company can count on
a cohesive group of professionals
ready to get involved and build
together the best solutions that
will then be implemented for
our customers.”
Marco Marlia
CEO
EVENTS
In July, we launched the first edition of AI Hackathon,
a two-day event that saw over 50 professionals
compete to develop cutting-edge solutions based
on AI to optimise the automotive retail customer
journey. In addition to stimulating creativity and
accelerating innovation, the hackathon was
an important opportunity for the Company’s
tech teams from all over Europe to collaborate.
Participants had the opportunity to network,
exchange ideas and acquire new skills by working
together in a context outside of the typical
working environment.
Our sales kickoff, held in January in Milan, brought
together our sales team from across Europe.
We reviewed our end-of-year results, discussed
trends and developed a strategy. We also shared the
latest product features and priorities for the R&D
department. The event was a valuable opportunity
for the whole team to come together and prepare
for the year ahead.
HEALTH, SAFETY AND WELLBEING
We take the health, safety and wellbeing of
colleagues extremely seriously. During the reporting
period we formalised our approach to hybrid
working by consulting with each colleague to
formulate individual agreements and defined core
working hours to equilibrate flexibility and work-life
balance with the needs of the business. We believe
there is a role for physical offices to facilitate the
development and exchange of creative ideas, as well
as for training, development and social interaction.
Priorities
■ Create a welfare platform.
EQUITY, DIVERSITY AND INCLUSION
We are committed to promoting a dynamic and
inclusive culture and welcome a range of viewpoints
and individuals from diverse backgrounds and levels
of experience.
We take pride in the fact that our colleagues
represent 31 nationalities. English is our primary
working language and we offer English lessons led
by three teachers, some of these taking place during
working hours to maximise inclusion.
Our grading system (mentioned earlier) plays
an important role in how we attract and retain
talent, providing transparency on roles and career
progression based on merit and we advertise roles
internationally to find the best talent.
To promote ED&I, we also strive to integrate
expertise in this area within our recruitment team.
Our aim is to ensure that the entire recruitment
process is accessible to individuals with varying
abilities and impairments.
Women make up 35% of our total workforce and we
are actively working towards achieving a one-third
female presence on the Board of Directors. This
aligns with our commitment to creating a more
inclusive and diverse leadership team.
Priorities
■ Continue work to enhance diversity in senior roles
and throughout MotorK.
■ Develop partnerships with schools and networks
of candidates.
“ We are guided by integrity
and fairness. We are stronger
because of our differences,
making us a better company.”
Male (65%)
Female (35%)
Non-binary/non-disclosed (0%)
Gender balance
Nationalities
31
2022: 28
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Our ESG Vision – People continued
AUTOMOTIVE
RETAIL
COMMUNITY
During the year, 72% of the candidates for our BDC
manager certifications were female. This training
enables participants to develop skills in planning,
implementing, measuring and controlling the lead
management process. This ensures continuity of
the customer relationship over time and provides
a significant competitive advantage to a dealership.
MotorK’s initiatives emphasise its presence in
the industry as a catalyst for digital culture and
gender equality.
THE DIGITAL EVENT WHERE MOBILITY
MEETS: AUTOMOTIVE I/O
Our motto is that what seems futuristic today will
be a tool or application available to everyone in
a few months’ time. We are particularly proud of
the success of ‘Automotive I/O: Bridging Minds’,
a virtual meeting place we organised to discuss
the new frontiers of online mobility distribution with
OEMs and dealers, which attracted more than 5,000
attendees and over 180 speakers. Smart mobility,
the agency model, digital distribution channels, new
players, customer journey, artificial intelligence and
electrification were just some of the many topics
discussed. The launch of this first edition of Europe’s
largest virtual event dedicated to tech innovation,
in automotive (and more), underlines our key role in
shaping the automotive retail industry.
“ Our commitment to shaping the future
of mobility goes beyond our business
goals. We aim to empower women and
the wider community to participate in
this revolution.”
EMPOWERING WOMEN IN
THE AUTOMOTIVE INDUSTRY:
OUR CERTIFICATIONS
MotorK has created digital training programmes
tailored to various roles within dealerships and
OEMs. The comprehensive catalogue of courses,
available in a hybrid format through a Learning
Management System, provides continuously
updated training to enhance the performance
of professionals in marketing, lead generation
and management, CRM, customer care, sales, rental
and after-sales activities.
MotorK’s training programme offers women the
chance to explore digital sector positions, from Business
Development Centre (BDC) roles to digital manager
roles, promoting entry and advancement in an industry
typically dominated by men. 40% of the candidates
who have successfully completed the Automotive
Digital Manager certification are women. The topics
covered in this programme begin with redefining the
dealership ecosystem and understanding the need for
mobility, as well as the new behaviours of automotive
customers. The programme then delves into customer
journey-related themes, such as digital marketing, SEO,
CRM strategies, web analytics, local marketing, social
media and multimedia communication.
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Our ESG Vision – Planet
CAR POLICY
Our updated company car policy promotes the
use of fuel-efficient and electric vehicles within our
fleet. By adopting strict emission standards and
encouraging employees to choose eco-friendly
commuting options, we not only contribute to
mitigating climate change but also foster a
culture of responsibility among our workforce.
Additionally, our car policy ensures that our
vehicles are equipped with the latest safety
features, thus safeguarding both our employees
and the communities in which we operate.
TRAVEL POLICY
When business travel is necessary, we
encourage colleagues to use public transport
wheneverpossible.
MotorK’s updated travel and expense policy aims
to reduce the Company’s environmental impact by
promoting sustainable travel practices. The policy
encourages employees to book travel in advance
to take advantage of more efficient flight
schedules and discourages last-minute changes
that can lead to increased emissions. The policy
also encourages employees to choose eco-friendly
hotels or those located within walking or cycling
distance from meetings.
The policy specifies that car rental is allowed when
no other public transportation is available or when
this is significantly more expensive.
The formalisation of our hybrid working
arrangements has reduced employee commutes
and the associated emissions. Although we
prioritise virtual meetings over in-person
gatherings for internal meetings, we recognise the
value of face-to-face interactions, so strive to find
a balance.
RENEWABLE ENERGY
Some of our offices already utilise 100%
renewable energy. Additionally, we use energy-
efficient LED lighting to further reduce our
consumption. Regarding electronic waste, we
donate usable items and recycle or dispose of
others in compliance with the Waste Electrical
and Electronic Equipment Directive.
Priorities
■ Continue work to move to 100% renewable
energy throughout all sites.
■ Investigate suitable carbon offset initiatives.
PLANET
AS A SAAS COMPANY,
WE ACKNOWLEDGE
THAT OUR GREENHOUSE
GAS EMISSIONS (GHG)
EMISSIONS RELATE
PRINCIPALLY TO
BUSINESS TRAVEL AND
OFFICE ENERGY.
We reaffirmed our commitment to
addressing our most material impacts,
updating our car and business travel
policy as well as implementing employees’
recommendations on waste management.
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Our ESG Vision – Governance
OUR STRUCTURE
Board of Directors
The Board of Directors has a crucial role in
establishing MotorK’s ESG strategy. It is responsible
for setting clear ESG goals, aligning them with the
Company’s overall business objectives and ensuring
that ESG considerations are integrated into all
strategic decision-making processes. The Board
is also the ultimate overseer of ESG performance,
monitoring the Company’s progress against its ESG
targets and holding management accountable for
its ESG commitments.
CEO/Executive Leadership
The CEO and other members of the executive
leadership team, including the CHRO and the
Chief Financial Officer (CFO), are responsible
for implementing ESG initiatives throughout
the organisation. They set the tone at the
top, demonstrating a strong commitment to
ESG principles and fostering a culture of ESG
awareness among employees.
Investor relations
As ESG considerations become more important
to investors, MotorK’s investor relations team is
committed to communicating the Company’s
ESG strategy, performance and achievements to
investors, promoting transparency and trust.
Human resources
The HR department plays a vital role in managing
the social aspects of ESG, ensuring that MotorK
is committed to diversity and inclusion, employee
wellbeing and talent development.
Risk Management and Compliance
The Risk Management and Compliance Team
within the Finance Department plays a crucial role
in managing ESG risks and ensuring compliance
with ESG regulations.
GOVERNANCE
WE BELIEVE STRONG
GOVERNANCE IS CORE
TO MAKING PROGRESS
ACROSS ALL AREAS OF
OUR SUSTAINABILITY
FRAMEWORK.
We recognise that, as we grow, we have
a responsibility to be more transparent
about our impact on society to ensure
we are balancing the needs of our
different stakeholders.
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Our ESG Vision – Governance continued
INFORMATION AND CYBERSECURITY
In 2023, we started implementing the ISO/IEC
27001:2022 standard to enhance information
security and expect to complete the integration
in early 2024. ISO 27001 is an international
standard that outlines requirements for
establishing, implementing, maintaining and
continually improving an Information Security
Management System (ISMS). This systematic
approach allows MotorK to identify, assess and
mitigate information security risks effectively,
ensuring robust protection of sensitive data and
uninterrupted operational continuity.
The process involved several phases, starting
with defining the boundaries of the ISMS and
conducting risk analysis. MotorK mapped its
processes meticulously, identified critical areas and
assessed potential impacts of information security
threats. Subsequently, the entire organisation
collaborated to implement appropriate security
measures to ensure compliance and security
awareness. The implementation of ISO 27001
has substantial benefits for MotorK’s investors
and stakeholders. This certification ensures
strengthened information security, safeguarding
the wide array of data managed by the Company,
from sensitive customer details to strategic business
information. Compliance with this international
standard solidifies MotorK’s reputation as a reliable
and responsible partner, assuring investors that
the Company adopts industry best practices in
information security.
In addition to enhancing data security, implementing
ISO 27001 has significantly improved MotorK’s
operational efficiency. Proactively identifying
and managing risks has enabled the Company
to anticipate potential threats and implement
preventive measures, reducing the risk of unwanted
disruptions. This directly impacts operational
continuity, enhancing the Company’s resilience
in the face of increasingly sophisticated and evolving
threat scenarios.
The escalating risk of cybercrime is a significant
concern. According to the World Economic Forum,
cybercrime is now the third-largest economy
globally, costing $8 trillion in 2023 alone. This trend
highlights the need to prioritise cybersecurity,
especially for digital companies and organisations
involved in online transactions. According to a 2023
report by Verizon, 74% of all cyberbreaches result
from human error. The main avenues of attack
include stolen credentials, phishing and exploiting
vulnerabilities. Therefore, it is essential to upgrade
security protocols to safeguard customer data.
While enhancing security at the infrastructure level is
crucial, it is equally important to cultivate awareness
and foster responsible behaviour across the
organisation. As a committed player in the European
automotive retail tech sector, MotorK provides
reliable tools to protect customer information and
recently introduced two-factor authentication in our
core solutions to help protect customer data from
cyberattacks and breaches. By acknowledging and
mitigating risks through straightforward measures,
dealerships and car manufacturers can significantly
improve their operations and enhance customer
service levels. We work alongside our customers to
help them choose the best solutions to protect their
confidential data.
“ The stakes have been raised
in terms of avoiding IT-related
business disruptions, financial
losses and reputational damage
caused by inadequate data
security practices. As a leader in
the automotive retail technology
scene in EMEA, we want to continue
to offer the highest standards,
not only in terms of technical
performance but also in data
integrity and security to protect
our customers and end consumers.”
Marco Marlia
CEO
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Stakeholder Engagement
The Board is mindful of its responsibilities to
all stakeholders when considering the likely
consequences of the implementation of its business
strategy and long-term decisions. When taking
decisions of strategic importance, the Board
endeavours to balance the interests of all its
stakeholders in a way that is compatible with the
Group’s long-term growth. The Board considers its
key stakeholders to be its employees, customers,
suppliers and investors, given that these groups
interact significantly with the business model and are
impacted most in the course of business operations.
It is through regular engagement with these
stakeholders that the Board is able to understand
the issues that are most important to each group
and make informed judgements when implementing
the Group’s strategy and long-term decision making.
Throughout the course of the year, the Board has
acted in the way it considered, in good faith, would
be most likely to promote the success of the Group
for the benefit of its members as a whole. This
section comprises our Section 172 statement, setting
out how the Board has, in performing its duty over
the course of the year, had regard to the matters set
out in Section 172(1)(a) to (f) of the Companies Act
2006, which are as follows:
a) the likely consequence of any decision in the
long-term;
b) the interests of the Company’s employees;
c) the need to foster the Company’s business
relationship with suppliers, customers and others;
d) the impact of the Company’s operations on the
community and the environment;
e) the desirability of the Company maintaining
a reputation for high standards of business
conduct; and
f) the need to act fairly as between members of
the Company.
STAKEHOLDER ENGAGEMENT AND S172 STATEMENT
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Stakeholder Engagement continued
HOW THE GROUP ENGAGES WITH ITS KEY STAKEHOLDERS
Stakeholders Why it is important to engage Areas of impact addressed Actions taken by management and/or the Directors in FY2023
Employees ■ Our services are delivered almost
entirely by our internal workforce,
with limited outsourcing.
■ Employees represent our biggest asset and
their associated costs have the greatest
impact on our profit and loss statement
compared to other factors.
■ We have a legal and ethical responsibility for
their wellbeing.
■ Training and development.
■ Wellbeing.
■ Internal communication
and participation.
■ Group culture and engagement.
■ Regular employee satisfaction surveys.
■ Regular townhalls open to all employees.
■ Access to training both for personal development and work-related topics.
■ Share options plan extended to all employees.
■ Comprehensive objectives and key results system put in place to align Company and personal goals.
■ Senior Executive Managers ‘on tour’ in all MotorK’s offices in order to promote the Company’s culture.
■ Launch of the first edition of AI Hackathon, a two-day event aimed at stimulating creativity and accelerating innovation in the
Company’s tech teams from all over Europe.
■ Launch of the MotorK Tech LABS, a programme entirely dedicated to the development of solutions based on the use of
artificial intelligence to serve Company’s customers.
Customers and
suppliers
■ Their performance directly impacts
our financial, operational and
responsible performance.
■ We are commercially responsible to
customers and suppliers.
■ Customer satisfaction.
■ Support to customers with
temporary difficulties.
■ Innovative strategic partnerships.
■ Careful selection of trustworthy
suppliers.
■ Active participation in the main automotive industry events to make aware our customers and our suppliers on the
technological changes affecting the market in the next years and how they need to be prepared for future challenges.
■ During 2023, hosting of a new annual event called Automotive I/O, nurturing our thought leadership in the industry to keep
informed our customers on the technological progress of the market where they operate.
Investors ■ Our strategic and operational decision
making is influenced by our investors’ views.
■ We are dependent on access to funding.
■ We are accountable to our shareholders.
■ Updates with potential investors.
■ Communication with investors.
■ Maintenance and development of the investors’ section on our website.
■ Analyst coverage.
■ Met with several potential investors, both one-to-one and in group meetings.
■ Quarterly KPIs (Key Performance Indicators) communication to ensure full visibility of Group performance.
■ Buy-back programme in place during the first months of FY2023 aiming at sustaining our share long-term incentive plan and
having the effect to sustain the share price and the value of the investments of our shareholders including the employees;
■ shares issuance related to the exercise of stock-option assigned to the employees;
■ shares issuance related to the reserved capital increase of €3 million with Lucerne Capital Management (“Lucerne”);
■ Management to further bolster the Group’s external growth strategy;
■ share issuance related to the earn-out assigned to the former shareholders of Dapda and Dapda Media.
Regarding how the Group engages with local communities and environment, please make reference to the disclosure reported in the ESG section on pages 31–32.
KEY DECISIONS TAKEN IN THE YEAR AND IMPACT TO THE RELEVANT STAKEHOLDERS
The list of the main resolutions made by the Board of
Directors of the Company are listed in the paragraph
‘Meetings of the Board of Directors’ in the Non-
Executive Directors’ Report. Key decisions and relevant
impact to the relevant stakeholders are reported below:
■ Approval of Company’s results of 2022 and
H1 2023 statements ensure awareness and
transparency of the Company information for
key stakeholders with the effect of enhancing
relationship, trust and comply with relevant
regulations and regulators requests.
■ Approval of the acquisition of the Italian company
named GestionaleAuto.com S.r.l. with the scope
to deliver value for the shareholders and for the
employees of the Group and to better serve our
customers consistently with our growth strategy.
■ Approval of the Reserved Capital Increase
of €3 million executed by Lucerne Capital
Management (“Lucerne”), an existing shareholder
of the Company to ensure fresh liquidity to boost
the growth that creates value for the stakeholders.
■ Approval of a financing agreement with Atempo
Growth (acting through the Luxembourg-law
vehicle A 01 Securitisation S.à.r.l.), pursuant
to which a financing for an aggregate amount
equal to €5 million has been granted to the
Company to provide value for the investors
and boost the growth.
■ Keep continuing the buy-back programme for
the first months of the year aimed at sustaining
our share long-term incentive plan and having
the effect to sustain the share price and the value
of the investments of our shareholders, including
the employees.
■ Granting of new options to the employees in the
context of the long-term share incentive plan in line
with the Remuneration Policy, with the main goal
of aligning the workforce towards long-term value
creation objectives of the Group.
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Financial and Operating Review
GROUP PERFORMANCE OVERVIEW
MotorK Group ended 31 December 2023 on a
robust note, confirming the excellent track record of
growth of the previous years. Revenue increased by
11% to €42.9 million compared with €38.5 million in
FY2022. The performance was led principally by the
growth of SaaS platform revenue, which increased
by 15% compared with FY2022.
During the year, we also remained true to the other
pillar of our strategy, investment in innovation,
with total R&D expensed reaching 34% of our total
revenue in line with FY2022. In terms of profitability,
Adjusted EBITDA closed negative at €1.4 million
having done substantial investments in people and
infrastructure. The Group is now well-positioned to
benefit from full operating leverage in FY2024.
In order to fund our growing business and the
required investments, the liquidity at year end has
been topped up with a reserved capital increase of
€12.3 million announced on 5 February 2024 and
with a new €5 million loan tranche from Atempo
Growth, building on the initial €5 million loan
facility agreement secured in October FY2023.
Such €17.3 million of new acquired liquidity provides
operational flexibility, smoothing the path to
profitability forecasted for FY2024.
Further details of Group performance are provided
in the paragraphs on the next page.
FINANCIAL AND OPERATING REVIEW
Revenue
€42.9m
2022: €38.5m
Revenue growth
11%
2022: 40%
Adjusted EBITDA
-€1.4m
2022: €0.2m
“ The Group’s continued growth
was complemented by a focus
on operational excellence
and preparing the Company
to benefit from full operating
leverage going forward.”
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Financial and Operating Review continued
RESULTS FOR THE YEAR
€’000 2023 2022
Revenues 42,940 38,547
Cost for customers’ media services (7,515) (7,028)
Personnel costs (30,659) (25,916)
R&D capitalisation 9,342 8,707
Other costs (15,547) (14,076)
Adjusted EBITDA (1,439) 234
Exceptional costs (3,140) (3,545)
Stock option plan cost (1,202) (1,543)
EBITDA (5,781) (4,854)
Depreciation and amortisation (8,741) (8,013)
EBIT (14,522) (12,867)
Finance costs (net of finance income) (1,040) (1,004)
Loss before tax (15,562) (13,871)
Corporate income tax 2,315 (140)
Loss – continued operations (13,247) (14,011)
Profit – discontinued operations – 6,734
Loss for the period (13,247) (7,277)
REVENUE
The 2023 Group revenue amounted to €42.9 million compared with €38.5 million in FY2022, an increase of
11% year-on-year.
Revenue by product and service line
€’000 2023 2022
Year-on-year
change
SaaS platform revenue 32,493 28,158 15%
Digital marketing revenue 7,547 7,210 5%
Other revenue 2,900 3,179 (9%)
Total 42,940 38,547 11%
The increase compared with the previous period was led by the performance of SaaS platform revenue
amounting to €32.5 million, an increase of 15% compared with the previous period.
As a result of the SaaS platform performance, recurring revenue reached 75% of total revenue (with an
increase of 5 p.p. compared to the previous period). Management believes this is an important indicator of
the resilience of our growth.
€’000 2023 2022
Year-on-year
change
Recurring revenue
1
32,350 27,084 19%
Contract start-up revenue 143 1,074 (87%)
SaaS platform revenue
2
32,493 28,158 15%
SaaS Recurring revenue as % of total revenue 75% 70% 5%
SaaS platform revenue as % of total revenue 76% 73% 3%
1 It includes revenue from SaaS platform contracts split into two different performance obligations as provided by IFRS 15: revenue related to the
delivery of the access to the platform recognised point in time and revenue related to post-contract support activities recognised over the time.
2 It includes revenue from SaaS platform. Please refer to the Note 5 page 107 for the revenue recognition criteria applied. Due to the revenue
recognition policy applied, revenues are different from Annual recurring revenues (ARR), considered a Group APM. Details of how ARR is calculated
is provided at page 152 of thisAnnual Report.
The Italian legal entities has recorded 63% of Group revenues in FY2023 (67% of Group revenues in FY2022).
The proportion of revenues from Italy reduced by five p.p. compared with the previous year, due to growth of
the other markets driven by the acquisitions done.
€’000 2023 % on total 2022 % on total
Year-on-year
change
Italy 27,188 63% 26,014 67% 5%
Spain 4,313 10% 4,428 12% (3%)
France 5,859 14% 5,267 14% 11%
Germany 3,078 7% 1,282 3% 140%
Benelux 2,502 6% 1,556 4% 61%
Total 42,940 100% 38,547 100% 11%
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Financial and Operating Review continued
Opex
Costs, net of development costs capitalised, amounted to €44.4 million in 2023, an increase of 16%
compared with the previous period and in line with the accelerated growth strategy pursued by the
Group. The increase compared with FY2022 is due mainly to the increase of personnel costs and other
operating costs.
The increase of personnel costs to €30.7 million from €25.9 million in FY2022 is function of the run-rate
of personnel costs impact on Q4 2022, whose costs is entirely book in the profit and loss of the Group for
FY2023 and the increase of bonus accrued compared to the previous year for roughly €1 million.
€’000 2023 2022
Salaries and other personnel costs 23,554 19,973
Social security costs 7,105 5,943
Total personnel costs* 30,659 25,916
* The difference between the caption “Total personnel costs” and the caption “Personnel costs” presented in the Consolidated Statement of Profit
and Loss and Other Comprehensive Income at page 93 amounts to €3.5 million (€3.9 million in FY2022) and it is related to severance indemnity
for €0.3 million (€0.5 million in FY2022), earn-out payments costs for €2 million (€1.9 million in FY2022) and stock option plan cost for €1.2 million
(€1.5million in FY2022) classified as exceptional costs in the table “Results for the year” at page 38. For further details, please refer to Note 10 page 114.
The increase in other operating costs to €15.5 million in FY2023 (compared with €14.1 million in FY2022)
is mainly related to change of the consolidation area of the Group compared to the previous period
(FusionITNV and ICO International Gmbh fully consolidated in the profit and loss of FY2023 and
GestionaleAuto.com S.r.l. consolidated from June 2023).
R&D investments represent a significant item for the Group amounting to €14.5 million in FY2023 compared
with €14.3 million in FY2022.
€’000 2023 2022
Year-on-year
change
Total R&D expenses 14,513 14,293 2%
– of which capitalised 9,342 8,707 7%
– of which expensed in the income statement 5,171 5,586 (7%)
Total R&D expenses as a percentage of Group total revenue 34% 37% (3%)
Adjusted EBITDA
Adjusted EBITDA for the year was negative for €1.4 million compared with positive €0.2 million in the previous
period. The slight deterioration in reported profitability is essentially a function of the run-rate impact of the
growth-oriented investments implemented throughout FY2022, together with necessary additional costs to
activate future synergies, especially within the recently acquired companies. Adjusted EBITDA is a non-IFRS
financial measure used by management to monitor the operating profit of the Group and is calculated as
EBITDA net of exceptional costs and stock option expenses, which are not strictly inherent to the underlying
business performance. Exceptional costs amounting to €3.1 million (compared with €3.5 million in FY2022)
include exceptional costs incurred for M&A and exceptional projects completed during the year of €0.8
million (€1.1 million during FY2022), severance payment indemnities and related costs for employees who
left the Group and have not been replaced of €0.3 million (€0.5 million during the FY2022), and €2 million
(€1.9million in FY2022) for contingent considerations related to the acquisitions made during 2021 and 2022
that are automatically forfeited if key employees terminate and are considered under IFRS 3 as remuneration
for post-combination services and consequently recorded in the profit and loss of the Group.
Stock option plan costs amounted to €1.2 million (€1.5 million in FY2022). Full reconciliation of the calculation
of Adjusted EBITDA with the Consolidated Statement of Profit and Loss and Other Comprehensive Income is
provided on page 154 of this Annual Report. Please refer to the paragraph ‘Critical accounting estimates and
judgements’ on 108–109 of this Annual Report for the explanation of the criteria used to identify such items
as exceptional/non-recurring costs.
Net finance costs
Finance costs net of finance income for the period were €1 million (€1 million in FY2022) and include mainly
the interests paid during the year.
Taxation
Corporate income tax was a positive figure of €2.3 million (a negative €0.1 million in FY2022) and includes
mainly the tax provision of €0.5 million in France, Germany and Spain offset by a €0.5 million R&D grant
obtained in Italy in 2023, and the partial release of the provision accrued in FY2021 and FY2022 for income
tax in Israel for €2 million and the effect of deferred income taxes for €0.2 million. Deferred tax assets on tax
losses to carry forward for an amount of roughly €13.5 million have been cumulated as at 31 December 2023
and they have not been recognised due to the uncertainty in the timing in which such loss will be utilised.
Loss for the year
Loss for the year was €13.2 million compared with a loss of €7.3 million for the previous period. The increase
compared to the previous period is mainly related to the positive effect of the profit from discontinued
operations recorded in FY2022.
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GROUP CAPITAL STRUCTURE AND FINANCIAL POSITION
€’000 2023 2022
Tangible assets 4,557 5,000
Intangible assets 46,477 36,757
Investments in associated companies 3,538 3,538
Fixed assets 54,572 45,295
Contract assets 24,848 20,734
Net working capital (2,248) (2,805)
Deferred tax liabilities (1,791) (1,471)
Employees’ benefit liabilities (2,309) (1,895)
Provisions* (177) (295)
Total invested capital 72,895 59,563
Cash and cash equivalents 3,509 19,223
Financial assets 234 194
Financial liabilities* (25,009) (17,174)
Net (borrowing)/cash position* (21,266) 2,243
Net equity 51,629 61,806
Fixed assets
Fixed assets were €54.6 million as at 31 December 2023, compared with €45.3 million as at 31 December
2022. The increase of intangible assets amounting to €9.7 million was related mainly to goodwill and other
intangible assets arising from the allocation of the consideration for the acquisition of GestionaleAuto.com
for €7.7 million, the increase of €2.9 million of development costs capitalised net of depreciation and the
decrease related to deprecation of other intangible assets for €0.7 million.
Contract assets
Contract assets were €24.8 million as at 31 December 2023, compared with €20.7 million as at 31 December
2022. Contract assets represent the right to bill (net of invoices already issued) related to the SaaS platform
multi-year contracts, whose revenues have been already recognised at a point in time upon the delivery of
access to the platform, according to IFRS 15. The increase compared with the previous period is related to
the increase of SaaS platform revenues as reported above.
Net (borrowing)/cash position
Net borrowing position was €21.3 million as at 31 December 2023 compared with a net cash position of
€2.2 million as at 31 December 2022. Cash and cash equivalents amounted to €3.5 million compared with
€19.2 million as of 31 December 2022. Changes compared with the previous years are explained below in
the Group cash movements for the year table. Financial liabilities amounted to €25 million compared with
€17.2million as of 31 December 2022. The increase is mainly due to the new financial loan of €4.6million
(netof costs incurred for the transaction) entered into 2023, the deferred consideration related to the
acquisition of GestionaleAuto.com S.r.l. for €3.2 million to be paid by June 2024 and the net increase of the
contingent consideration for €0.3 million offsetted by changes in lease liabilities related to IFRS 16 for an
amount of €0.2million.
Net equity
Net equity was €51.6 million as at 31 December 2023, compared with €61.8 million of the previous period.
Change compared with the previous year is mainly due to the net result of the year.
*Restated. Please refer to page 106 for further details.
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GROUP CASH MOVEMENTS FOR THE YEAR
€’000 2023 2022
Cash and cash equivalents at the beginning of the period 19,223 43,257
Adjusted EBITDA from continuing operations (1,439) 234
Decrease in working capital 1,077 618
Increase in contract assets (4,114) (7,154)
Operating free cash flow
*
(4,476) (6,302)
Taxes paid (712) (150)
Cash flow from investing activities – tangible assets (92) (315)
Cash flow from investing activities – R&D (9,358) (8,760)
Free cash flow
*
(14,638) (15,527)
Exceptional items (1,127) (1,773)
Free cash flow from discontinued operations – 3,051
Cash flow from investing activities – M&A (3,881) (8,467)
Cash flow from financing activities 3,013 (647)
Cash flow from equity movements 847 (694)
Others 72 23
Net (decrease) in cash and cash equivalents (15,714) (24,034)
Cash and equivalents at the end of the period 3,509 19,223
* This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on
page 153 of this Annual Report.
Operating free cash flow
Operating free cash flow was negative €4.5 million in FY2023, compared with a negative €6.3 million in
FY2022. The negative operating free cash flow is the results of Adjusted EBITDA negative for €1.4 million and
the increase of contract assets, which drew cash for €4.1 million during FY2023.
Free cash flow
Free cash flow was negative €14.6 million in FY2023, compared with negative €15.5 million in FY2022. Cash
burn was materially in line with the previous period.
Cash flow from investing activities – M&A
Cash flow from investing activities amounted to negative €3.9 million and includes the consideration paid for
the acquisition of GestionaleAuto.com S.r.l. for €3.1 million net of cash acquired and the earn-out paid during
the year related to the previous acquisitions for €0.8 million.
Cash flow from financing activities and equity movements
The cash flow from financing activities is positive for €3 million and is mainly related to fresh liquidity obtain
during the year for €4.6 million (net of costs incurred) of financial loan entered into with Atempo Growth net
of interest paid and lease repayment for €1.6 million.
Cash flow from equity movements is positive for €0.8 million due to the capital increase of €3 million
subscribed in June 2023 by Lucerne, for €0.1 million related to the payment of the strike price of the stock
option exercised by the employees during the year net of buy-back programme put in place by the Group
during the first month of FY2023 for €2.3 million.
DIVIDEND
MotorK Group management intends to retain any future distributable profits to expand the growth and
development of the business and, therefore, does not anticipate paying dividends to its shareholders in
the foreseeable future.
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Financial and Operating Review continued
EVENTS AFFECTING THE COMPANY (AND ITS SUBSIDIARIES) WHICH HAVE OCCURRED
SINCE THE END OF THE FINANCIAL YEAR
On 5 February 2024, the Group successfully executed a reserved capital increase of €12.3 million. The
participants in this strategic round included 83North, Lucerne, PROCAR Automobile, and Anfield Ltd.
Suchreserve resulted in the issue of 4,088,388 new ordinary shares. In addition, these newly issued shares
will be subject to a 6-month lock-up period, underlining the investors’ long-term vision and dedication to the
Group’s success.
On 4 March 2024 the above mentioned capital injection has been strengthened with a top up of €5 million
loan tranche from Atempo Growth, building on the initial €5 million loan facility agreement secured in
October FY2023.
As such the combined €17.3 million of new acquired liquidity provides operational flexibility, smoothing the
path to profitability forecasted for FY2024.
This strategic step underscores the collective confidence of both existing and new investors in MotorK’s
potential, solidifying their collaborative commitment to the Group’s sustained growth and ongoing success.
Following the negative Adjusted EBITDA reported for the year ended as at 31 December 2023 and, in the
context of the €5 million top up obtained from Atempo Growth, MotorK has obtained from Illimity Banks the
waiver of testing the financial covenants in place as at 31 December 2023. The first testing date will be then
31 December 2024.
On 8 January 2024 the shelf company DriveK Italia S.r.l, created as a potential vehicle for the selling of the
business DriveK and then not used due to the different structuring followed in the operation has winded up.
The value of the assets of such company amount to roughly €3 thousand and therefore the wind-up has not
affected the assets of the consolidated financial statements as at 31 December 2023.
OUTLOOK
MotorK Group commences FY2024 with sustained growth momentum, projecting CARR to reach €50million.
The guidance is supported by substantial visibility, including a strong commercial pipeline totalling
€14.6million, segmented into €8.2 million in Retail and €6.4 million in Enterprise. These opportunities
highlight significant growth potential across all business segments, backed by a historical win/loss ratio
ofapproximately 45%.
In parallel, with the CARR target, MotorK anticipates achieving Cash EBITDA positivity on a full-year basis.
This milestone is a testament to the strategic approach, leveraging full operating potential without the need
for major investments to sustain scalable growth. The completion of the integration of M&A companies
will further contribute to synergies, fortifying MotorK’s position for a year of substantial anticipated
advancement in both growth and profitability.
From a geopolitical perspective, the conflicts in Ukraine, Israel and the recent escalation in the Red Sea
related to the Houthi movements appears still far from solutions. Even though the Group does not operate
directly in such geographical area, the persistence of such conflict may cause long-term issues in terms of
supply-chain constraints for the economy in general with possible impact on MotorK customers. It is worth
mentioning that MotorK Israel Ltd is a service company for the benefit of the Group, hiring some executives
who are providing their services without significant issues and it is not operating commercially. The Group
will keep monitoring the impact of the current political environment on its customers, its business and the
industry as a whole and provide updates as necessary.
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Financial and Operating Review continued
Reasons for choice How we calculate Outlook
Committed annual recurring revenues
(CARR)
1
€38.6m
vs €29.8m last year
ARR is the main indicator for SaaS businesses like ours as it shows
our ability to attract and retain customers, generating recurring
revenues. CARR includes ARR together with additional signed and
committed contracts yet to be delivered and billed.
This represents the yearly subscription contract value of the Group’s
customer base at the end of the reporting period (ARR) adding
the annual recurring revenues that will be generated by additional
contracts already signed and committed yet to be delivered and billed.
The Group expects CARR for FY2024 to be
€50 million.
Revenue growth
11%
vs 40% last year
Our strategy is centred on delivering significant top-line growth
in the next few years. Hence, this is a fundamental KPI to track
our strategic performance.
Calculated as increase in revenue percentage year-on-year. The Group expects revenue to increase in
FY2024 in order to meet the target of CARR
mentioned above.
SaaS recurring revenue
as % of total revenue
75%
vs 70% last year
This measures the ability of the Group to focus on the recurring
component of Group revenue that is the most scalable and
value-adding.
Calculated as recurring SaaS revenues as a percentage total Group
revenue. Recurring revenue includes revenues from SaaS contracts
(including both revenue from the delivery of the access to the platform
and revenue related to post-contract support activities).
Target of 75% of FY2023 has been reached by
the Group. Further growth is expected in 2024
to meet the target of CARR mentioned above.
Cash EBITDA
2
-€14.9m
vs -€15.6 m last year
This is a consistent measure of trading performance, aligned
with the interests of our shareholders and a good proxy of cash
generated during the year.
Calculated as Adjusted EBITDA less Change in Contract Assets and
R&D capitalisation.
Cash EBITDA positivity on a full-year basis.
Adjusted EBITDA
3
-€1.4m
vs €0.2m last year
This is a consistent measure of trading performance, aligned with
the interests of our shareholders.
Adjustments are related to expenses that are not strictly inherent
to the underlying business performance.
Calculated as operating profit before interests, taxes, amortisation
and depreciation net of exceptional costs. Disclosure of the
calculation is provided in Note 7 of the Notes Forming Part of
the Consolidated Financial Statements on pages 108–109 of this
Annual Report.
The Group targets for FY2024 a Cash EBITDA
positivity on a full-year basis. Cash EBITDA is
calculated as adjusted EBITDA less change of
contract assets and R&D capitalisation.
Adjusted EBITDA margin
-€3.4%
vs 1% last year
This is a consistent measure of performance needed to
ensure costs of the Group are in line with the level of business
being generated.
Calculated as Adjusted EBITDA as a percentage of total
Group revenue.
The Group expects EBITDA margin to increase
in FY2024 in order to meet the target of CARR
and Cash EBITDA mentioned above.
Number of employees as at the end of
the reporting period (non financial KPI)
449
vs 453 last year (as at the end of
the reporting period)
This is a indicator helpful to measure the growth of the Group. Number of employees at the end of the year. The Group expects to have an adequate
numbers of employees to ensure our growth
targets reported above.
Data shown are related to FY2023 (compared with the previous year period where needed).
1 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 152 of this Annual Report.
2 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 155 of this Annual Report.
3 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 154 of this Annual Report.
FINANCIAL AND NON-FINANCIAL KPIS
We monitor the key financial and non financial performance of the Group against a number of different benchmarks and these are set in agreement with the Board.
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Principal Risks and Uncertainties
RISK MANAGEMENT AND INTERNAL
CONTROL
In order to pursue our growth strategy, we recognise
the importance of balancing entrepreneurial spirit
and a conscious approach to risk-taking. As a
listed company, we are working to improve our risk
awareness and to emphasise the importance of risk
management and internal controls. We strongly
believe that controlled risks will result in long-term
value for our stakeholders. We continuously assess
the likelihood of risks materialising, their magnitude
and how the individual risks change.
The preparation of financial statements in
compliance with adopted IFRS Accounting
Standards requires the use of certain critical
accounting estimates. It also requires Group
management to exercise judgment in applying
the Group’s accounting policies. The areas where
significant judgments and estimates have been
made in preparing the financial statements and
their effect are disclosed in note 7.
RISK GOVERNANCE
Our risk governance model is based on the presence
of three different levels of risk management: the
Board of Directors, the Audit Committee and
Senior Executive Management, who actively take
accountability for managing risks and controls.
Board of Directors
The Board of Directors has overall responsibility
for the Group risk management and internal
control system, being responsible for determining
the strategy, setting the objectives, defining the
risk appetite and influencing the culture of risk
management. These goals are pursued through
maintaining internal controls systems that ensure
the accomplishment of our mission and not taking
any substantial risks without them first being
reduced to an acceptable level.
Audit Committee
The Audit Committee monitors and reviews the
scope and the effectiveness of the Company’s
systems of risk and internal control. The Committee’s
responsibilities also include the oversight of
matters relating to relations with auditors, funding,
information technology and cybersecurity and tax.
Management
Group management is responsible for enacting
guidelines, projects and activities under the Board
of Directors’ and the Audit Committee’s review,
monitoring risk in line with the strategic objectives
of the Group, as well as managing day-to-day risks.
RISK MODEL
Our risk model has been structured to identify and
manage risks that could endanger the achievement
of strategic objectives in the short and long term.
To facilitate the risk identification process, we have
defined four risk categories:
a) operational risks;
b) strategic risks;
c) external risks; and
d) compliance risks.
Evaluation of our risks identified the four top risks
that exceed the Group’s risk appetite
1
and require
priority mitigation actions. The top risks are set out
below, together with a description of the causes and
consequences of each risk and of the actions taken
to mitigate such risks.
Management has also assessed climate risk and
possible related impacts, concluding that this is not
significant due to the business of the Group, its main
suppliers and the current stage of its organisation.
For further details, please refer to the disclosure
reported in the ESG section.
PRINCIPAL RISKS AND UNCERTAINTIES
Our risk governance model is based on three different levels: the Board of Directors, the Audit Committee and the Senior Executive Management.
1 The risk appetite is the maximum acceptable level of risk, as established by MotorK.
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Principal Risks and Uncertainties continued
OPERATIONAL RISKS
Risk Causes of risk Consequences of risk Mitigation
Delivery of products
and services not in
line with customers
expectations
Inefficiencies in delivery with impacts on product
release (e.g., due to misallocation of resources and/or
incorrect scheduling).
■ Absent/ineffective client relationship and
communication process.
■ Occurrence of errors/technical issues during delivery
closeout phase.
■ Economic damage in terms of extra costs
(operational inefficiency).
■ Reputational damage.
■ The process and operating practices of delivery are
implemented in our CRM, with controls operated cross-
departmentally and with the customers, supervised
by dedicated staff. Recently, we have implemented a
significant improvement action through:
■ Implementation, effective from Q1 2024, of a new,
formalised, delivery process, with the adoption of a
specific workflow management tool, involving also
the relationship with customers.
■ Identification of specific cross-departmental KPIs
to monitor the adherence to quality standards and
delivery schedules. The KPIs monitoring has been
effective since Q4 2023.
Failure to successfully
finalise the integration
of the acquired
companies
■ Absent/ineffective strategy and structured plan to manage
the integration with impact on business as usual of the
acquired company.
■ Absent/ineffective structured plan to integrate support
functions (e.g., Human Resources, Finance).
■ Absent/ineffective strategy to realise synergy with
employees of the acquired company.
■ Absent post-merger integration KPI monitoring.
■ Economic damage in terms of extra costs and less revenues.
■ Reputational damage.
■ After an acquisition, a gap analysis is carried out to identify
the needs of integration and migration of the new company.
■ The Post Merger Integration function designs and manages
the Integration Plan involving the specialist functions (e.g.,
HR, Product, Finance, etc.). The budget for the integration
costs and the expected outcome of the acquisition in terms
of additional revenues is defined.
■ Post-merger integration KPIs (including, but not limited to
financial KPIs, timeline, qualitative KPIs to measure the level
of achievement with the implemented plan, are adopted
and monitored.
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Principal Risks and Uncertainties continued
STRATEGIC RISKS
Risk Causes of risk Consequences of risk Mitigation
Crisis event ■ Absent/ineffective Crisis Management Plan.
■ Absent/ineffective Business Continuity Plan and
disaster recovery.
■ Lack of employee training about what to do in case
of a crisis or disruptive event.
■ No tests and simulations of plans.
■ Lack of a formalised process for the continuous
improvement of plans.
■ Failure to identify and train the spokesperson in charge
of all communications in case of crisis.
■ Reputational damage.
■ Economic damage (in terms of lower revenues).
■ Interruption of MotorK products and services.
■ Legal consequences.
■ Delay/interruption of business processes.
■ Decrease in share value.
A Disaster Recovery Plan is in place. The Plan defines:
i) the criteria to activate it;
ii) roles and responsibilities for deciding which aspects of the
plan should be implemented; and
iii) the process to quickly and efficiently notify key disaster
recovery resources, staff, customers, vendors and third
parties in the event of a disaster.
Spokespeople have been defined:
i) Chief Executive Officer;
ii) Executive Chairman; and
iii) Chief Strategy Officer.
Failure to
meet strategic
growth targets
■ Failure to meet our targets of organic growth.
■ Failure to achieve synergies connected with the
integration of the acquired business.
■ Economic damage (in terms of lower revenues and of lower
cash generation/higher cash consumption).
■ Decrease in share value.
■ Reputational damage.
■ Ongoing monthly or more frequent monitoring of
operational and financial KPIs to address timely deviations
between results and budgets.
■ MotorK Group has established a dedicated team focused
on post-merger integration activities to ensure synergies
are met.
■ Ongoing monitoring of post-merger integration KPIs.
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Principal Risks and Uncertainties continued
EXTERNAL RISKS
Risk Causes of risk Consequences of risk Mitigation
Interruption of
MotorK IT systems
and products due
to a cyberattack
■ Lack of/ineffective security measures.
■ Lack of/ineffective staff training in terms of cybersecurity.
■ Unauthorised/incorrect use of devices by employees.
■ Unavailability of products and services.
■ Operational business interruption.
■ Economic damage in terms of extra costs for incident
response, forensic activities, data and system recovery costs
and/or cyberextortion.
■ Economic damage in terms of lower revenues due
to business interruption.
■ Reputational damage.
Cyberinsurance is in place.
■ When a new company is acquired, its product infrastructure
is totally separate from MotorK’s, so a vulnerability
in its infrastructure cannot affect the continuity of
MotorK products.
Denial of service attack ■ Lack of/ineffective security measures.
■ Lack of/ineffective staff training in terms of cybersecurity
(e.g. due to phishing attack).
■ Unauthorised/incorrect use of devices by employees.
■ Unavailability of products and services.
■ Economic damage in terms of extra costs for incident
response, forensic activities and data and system
recovery costs.
■ Economic damage in terms of lower revenues due to business
interruption.
■ Reputational damage.
Cyberinsurance is in place.
■ MotorK’s templates provide protective contractual
conditions with customers for any interruption of products
and services due to events not attributable to the wilful
misconduct or gross negligence of MotorK.
Data breach ■ Cyberattack.
■ Lack of/ineffective security measures.
■ Lack of/ineffective staff training in terms of cybersecurity.
■ Misbehaviour of employees.
■ Unauthorised/incorrect use of devices by employees.
■ Economic damage in terms of extra costs for litigations,
incident response, forensic activities and data and system
recovery costs.
■ Reputational damage.
Cyberinsurance is in place.
■ Presence of disaster recovery procedures where roles and
responsibilities to manage an incident are identified and
a Data Protection Officer has been appointed.
■ Definition and implementation of a training plan for
Data Processors.
■ Definition and implementation of a Data Breach procedure
and breach notification management.
■ Implementation of security measures to prevent violations
(antivirus, firewalls, backups, penetration tests).
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Principal Risks and Uncertainties continued
COMPLIANCE RISKS
Risk Causes of risk Consequences of risk Mitigation
Unlawful acts by
internal staff resulting
in criminal liability of
the Company, under
the Italian Legislative
Decree 231/2001
■ Lack of/ineffectiveness of Organisation and Management
Model ex 231/2001.
■ Ineffective/incomplete monitoring and control.
■ Lack of/incorrect communication to the Organismo di
Vigilanza
2
of any changes/updates in the role of
senior resources.
■ Failure to update the 231– risk matrix in relation to changes
in the Company and/or in the products/services provided.
■ Lack of/ineffective staff training.
■ Pecuniary and inhibitory penalties.
■ Reputational damage.
■ Economic damage in terms of extra costs and lower revenues.
■ The Company recently adopted a new Whistleblowing Policy
in line with the recent applicable Italian Legislative Decree
n. 24/2023.
■ The Company is finalising, with the support of an external
law firm, the process needed to adopt the ‘Organisation and
Management Model ex 231/2001’ (with the appointment
of the Organismo di Vigilanza) with the goal of having it in
place within H1 of FY2024.
■ The Company constantly carries out an assessment of
corrective and preventive mitigation controls already in
place (e.g. Code of Ethics, Whistleblowing policy, group
organisational chart, formalised power of attorney,
formalised transfer pricing policy).
2 The ‘Organismo di Vigilanza’ is the Supervisory Board pursuant to the Legislative Decree 231/2001.
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Principal Risks and Uncertainties continued
INTERNAL CONTROL SYSTEM
GOVERNANCE
The Internal Control System (ICS) is designed to
manage the risk of failure to achieve our business
objectives and can provide reasonable assurance
against material misstatement or loss.
Our ICS Governance Model is based on the presence
of three lines of defence: Management (first line),
the Risk and Compliance function (second line) and
the CFO (third line), who actively take accountability,
monitor risk, and control management.
Management (first line of defence)
Group management is responsible for enacting
guidelines and implementing adequate, effective
and efficient control measures to support the
organisation in the achievement of its goals and
to preserve value.
Risk management and compliance (second line
of defence)
Our Risk Management and Compliance function
provides expertise, support and challenge on risk
and internal controls-related matters.
CFO (third line of defence)
Based on the principles of the Dutch Corporate
Governance Code
3
, the set-up of an internal audit
function is not a mandatory requirement. Therefore,
MotorK has empowered the CFO to perform
assurance and monitoring activities over the ICS and
advise on risk and control matters. As also foreseen
by the Code and in case of absence of an internal
audit function, the Supervisory Board assesses
annually whether adequate alternative measures
have been taken to preside over the third line
of defence.
INTERNAL CONTROL SYSTEM MODEL
MotorK is committed to ensuring compliance with
the following general principles of control:
■ Segregation of Duties: separation of
responsibilities between those who perform,
control and authorise a specific business activity.
■ Policies and Procedures: existence of guidelines,
principles of conduct and formalised operating
procedures.
■ Power of Attorney: formal definition within the
Company of authorisation and signatory powers
consistent with assigned organisational and
management responsibilities.
■ Traceability: documenting and archiving of
documentation by the competent corporate
functions to ensure an adequate level of
traceability of the activities and controls
carried out.
■ Conflict of Interest: guarantee that there are
no situations of privileged relations and conflict
of interest, current or even potential, between
a third party and Group companies during the
execution of Company operations.
■ Information Systems: CRM, Enterprise Resource
Planning and Reporting Systems ensure proper
automated controls to guarantee completeness
and accuracy of transactions and data.
■ Integration: defined integration plans for
information systems and control procedures
of acquired entities to guarantee integrity of
consolidated financial data.
MOTORK INITIATIVES FOR RISK
MANAGEMENT AND INTERNAL CONTROL
We are working on the enhancement and continuous
improvement of our risk management and internal
control system in order to ensure we work to the
highest standards. During 2023, the following main
initiatives were carried out:
■ Enterprise Risk Assessment aimed at:
– defining the entire spectrum of risks to which
the Company is exposed;
– defining the associated risk appetite;
– identifying measures to mitigate risks;
– prioritising risks; and
– identifying possible areas for improvement
and defining related action plans.
■ For MotorK Italia S.r.l, Risk Assessment with the
support of an external law firm aimed at:
– identifying relevant offences under the Italian
Legislative Decree 231/01;
– identifying and prioritising risk areas;
– identifying and analysing the related
internal controls;
– identifying possible areas for improvement
and defining related action plans;
– finalising the documentation and the process
needed to adopt the Organisation and
Management Model ex 231/2001 within the
H1 of FY2024; and
– adopting a new Whistleblowing Policy in line
with the recent applicable laws.
■ Formalisation of policies and procedures for
most relevant processes.
■ Formalisation of Risk and Control Matrices
for most relevant processes, summarising risks,
controls and related attributes (frequency,
nature of control, control objectives).
In the year 2024, the management will be working
to strengthen the internal control system through
the adoption of new tools and procedures in
consideration of the Organisation and Management
Model ex 231/2001 to be adopted during the H1
of FY2024.
Impacts of risks on the performance of the year
Management does not believe that the
aforementioned risks have had a measurable
impacton our performance during the year.
BOARD APPROVAL
The Strategic Report was approved by the Board
of Directors on 15 April 2024 and signed on 16 April
2024 on its behalf by:
Marco Marlia
16 April 2024
3 The ‘Dutch Corporate Governance Code’ defines principles and best
practices regarding the implementation of a robust and clear system
of good governance for Dutch-listed companies. It regulates for
the internal audit function at: ‘Principle 1.3 internal audit function’,
paragraph ‘1.3.6 Absence of an Internal Audit Department’.
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CORPORATE GOVERNANCE
Corporate Governance Report 51
Governance Overview 52
Non-Executive Directors’ Report 57
Board of Directors 60
Executive Management Team 62
Directors’ Report 64
Remuneration Committee Report 69
Corporate
Governance
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Corporate Governance
CORPORATE
GOVERNANCE
REPORT
We strongly believe that good
corporate governance plays an
important role in the Group’s
ability to achieve its medium- and
long-term strategic objectives,
and therefore MotorK’s focus
on business is accompanied by
careful management of corporate
governance compliance with
applicable laws.
THE BOARD RECOGNISES THE IMPORTANCE
OF SOUND CORPORATE GOVERNANCE
Dear Shareholders
As Chairman of the Board of Directors of MotorK
Plc, I am pleased to introduce the Group’s Corporate
Governance Report for the period ended 31 December
2023. The Corporate Governance Statement provides
an overview of how the Board of Directors has
operated during the past financial year and the key
issues considered.
Since my appointment in June 2021, I have been
impressed with the governance processes in place
relative to the Group’s size and with the Company’s
commitment to fostering an innovative and inclusive
culture. The Board of Directors is committed to
sound corporate governance. The Company is
voluntarily applying the Dutch Corporate Governance
Code (the Dutch Governance Code). A copy of the
Dutch Governance Code can be found on
2022 Corporate Governance Code.
The Company fully endorses the underlying principles
of the Dutch Governance Code and applies the Dutch
Governance Code as the guiding principles to its
corporate governance policy. The Company complies
with relevant best practice provisions of the Dutch
Governance Code in a manner consistent with and
proportionate to the size, risks and complexity of the
Group’s operations. The Board of Directors believes
that good governance plays a key part in the Group’s
ability to achieve its medium- and long-term strategic
aims, and supports the creation of value for all our
stakeholders. As such, good corporate governance
and social responsibility plays a key part in the
Company’s strategy and long-term value creation
for its shareholders.
The Board of Directors will provide annual updates
on our compliance with the Dutch Governance Code.
Please refer to pages 54–56 for more details.
During the financial year ended 31 December 2023,
the Company decided to primarily focus on growing
its business in order to implement its presence and
position in the relevant market, increase the revenues
and attract new investors. MotorK also carried out the
integration process of all the companies acquired in
the last years, with the goal to gradually unify the new
entities and their assets, people, tasks and resources in
a manner that creates the most value for the future of
the Company, by realising efficiencies, synergies and
new business. In light of the decisions and the approach
above described, during the fiscal year ended
31 December 2023, there were no significant changes
in corporate governance other than those that may be
required by the applicable regulations.
The main Group-wide governance documents are our
Code of Conduct and the Board Rules, which set out
our responsibilities to the Company, to each other,
and what our stakeholders may expect from us.
Together with our policies, these documents guide
us in making smart, sound decisions in our day-to-day
work and professional relationships with our customers
and suppliers.
The Board of Directors has ultimate responsibility
for the Group’s system of internal control and for
reviewing its effectiveness. My ambitions for the
composition of the Board of Directors are to maintain
its Directors, each of which has a deep understanding
of the Company and the industry in which the
Company operates and, where applicable, broaden
the range of experience, expertise and diversity in line
with the Board profile (a copy of which is published on
the Company’s Governance documents page.
In the following section, we outline the Group’s
approach to corporate governance and compliance
with the principles of the Dutch Governance Code.
Amir Rosentuler
Chairman
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Corporate Governance continued
MotorK Plc is a public limited company incorporated
and registered in England and Wales. It acts as a
holding company for its subsidiaries, details of which
are set out on pages 100–101. MotorK’s shares are
listed on the Euronext Amsterdam.
MotorK has a two-tier governance structure
comprising the Board of Directors and the Executive
Management Team. There is also a third governing
body: the Company’s shareholders. In the following
sections, we provide information on these governing
bodies and their responsibilities and duties.
THE BOARD OF DIRECTORS AND
EXECUTIVE MANAGEMENT TEAM
The Board of Directors is comprised of two Executive
and three Non-Executive Directors. The Board
of Directors considers that Måns Hultman and
Mauro Pretolani are independent in character and
judgement, and that there are no relationships
or circumstances which are likely to affect their
independent judgement.
The Board of Directors is responsible for the
Company’s strategic leadership, determining the
fundamental management policies of the Company
and overseeing the performance of the Company’s
business. The Board of Directors is the principal
decision-making body for all matters that are
significant to the Company, whether in terms of their
strategic, financial or reputational implications. The
Board of Directors has final authority to decide on all
issues save for those that are specifically reserved to
the General Meeting of shareholders by law or by the
Company’s Articles of Association.
During the year, all serving Directors attended
(in the main by video conference) the scheduled
Board meetings that were held. In addition to the
scheduled Board meetings, a number of ad hoc
Board meetings were held. Directors are provided
with appropriate and timely information by the
Group’s management and the Directors are free
to seek any further information they consider
necessary. Details of the number of Board meetings
attended by each Director can be found on page 58.
Members of the Board of Directors are appointed by
the shareholders for four-year terms. The Executive
Director may serve any number of consecutive terms.
Non-Executive Directors may be reappointed once for
an additional four-year term and thereafter, the Non-
Executive Directors may again be reappointed but for
not more than two consecutive terms of not more than
two years each.
Day-to-day operating decisions are made by
an Executive Management Team (the Executive
Management Team). The current Executive
Management Team consists of 10 members,
including the Chairman and the CEO, each of whom
oversees a specific aspect of the business. Details of
the Executive Management Team can be found on
pages 62–63.
The regulations regarding the appointment and
dismissal of directors and supervisory directors
and amendments to the Articles of Association
are included in the section containing governance
documents on the Company website.
OVERVIEW OF BOARD COMMITTEES
The Board of Directors is supported by the Audit,
Remuneration and Selection and Nomination
Committees, details of which are set out below.
Each Committee has written terms of reference
setting out its duties, authority and reporting
responsibilities, copies of which are published on
the Company’s Governance documents page. A
summary of the activities during the year ended
31 December 2023 of each of the below-mentioned
committees can be found on pages 58–59.
Audit Committee
The Audit Committee’s role is to assist the Board of
Directors with the discharge of its responsibilities in
relation to financial reporting, including reviewing
the Group’s annual financial statements and
accounting policies, external audits and controls,
reviewing and monitoring the scope of the annual
audit and the extent of the non-audit work
undertaken by external auditors. It also includes
advising on the nomination for appointment of
external auditors and completing the preparatory
work for the Non-Executive Directors’ decision-
making regarding the supervision of the integrity
and quality of the Company’s financial reporting
and the effectiveness of the Company’s internal risk
management and control systems.
GOVERNANCE OVERVIEW
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The Audit Committee consists of two Non-Executive
Directors: Mauro Pretolani, as Chair of the Audit
Committee and Laurel Charmaine Bowden. All
members, including the Chairman of the Audit
Committee, meet the requirements of members of
the Committee pursuant to the terms of reference.
In addition, Mauro Pretolani has competence in
accounting and auditing.
The Company appointed an external adviser that
supported the Audit Committee activities.
Remuneration Committee
The Remuneration Committee advises the Board of
Directors in relation to its responsibilities regarding
the determination of the remuneration of Board
members. The Remuneration Committee is tasked
with submitting a clear and understandable
proposal to the Board of Directors concerning
the remuneration policy to be pursued.
The Remuneration Committee is chaired by
Måns Hultman and Amir Rosentuler is a member.
All members, including the Chairman of the
Remuneration Committee, meet the requirements
of members of the Committee pursuant to the terms
of reference.
Selection and Nomination Committee
The Selection and Nomination Committee assists
the Board of Directors in reviewing the size and
composition of the Board of Directors, and proposes
appointments and reappointments. It periodically
assesses the functioning of individual Directors
and is also responsible for drawing up plans for
the succession of Directors.
The Selection and Nomination Committee is
chaired by Amir Rosentuler and Mauro Pretolani
is a member. All members, including the Chairman
of the Selection and Nomination Committee, meet
the requirements of members of the Committee
pursuant to the terms of reference.
SHAREHOLDERS
A General Meeting is held yearly, within six months
of the end of every financial year. The general
purpose is to receive and adopt the accounts and
the reports of the Directors (including the Directors’
Remuneration Report) and auditors.
Other General Meetings, other than an Annual
General Meeting (AGM), may be called with no
less than 14 clear days’ notice, according to a
special resolution passed at the 2022 Annual
General Meeting.
A General Meeting is called by notice sent by the
Directors. Shareholders representing at least 5% of
the total voting rights of all the members who have
a right to vote have the ability to (i) request that
the Directors call a General Meeting and (ii) require
a resolution to be put before a General Meeting
that they have so convened. Every shareholder may
attend, speak and vote at a General Meeting.
Unless the Companies Act 2006 or the Articles of
Association require a larger majority, resolutions
tabled at the General Meeting are adopted by a
simple majority of votes cast.
MotorK recognises the importance of engaging with
its shareholders. For further details, please see the
Stakeholder Engagement section on pages 35-36.
INTERNAL CONTROLS AND RISK
MANAGEMENT
The Board of Directors has overall responsibility for
the Group’s system of internal controls. The system
is designed to manage, rather than eliminate, the
risk of failure to achieve business objectives and can
only provide reasonable assurance against material
misstatement or loss.
The Directors believe that the Group has internal
control systems in place appropriate to the size and
nature of the business. The key elements are:
■ Group Board Meetings, at a minimum of four
times per year, with reports from and discussions
with the Executive Management Team on
performance and, at least two times per year,
on key risk areas in the business;
■ monthly financial reporting, for the Group and
for each subsidiary, of actual performance
compared to budget and the prior year;
■ annual budget setting; and
■ a defined organisational structure with
appropriate attribution of responsibility.
The Board of Directors meets as required with the
external auditor on matters identified in the course
of the statutory audit.
Furthermore, the Company was supported in
its development of the internal control and risk
management systems during the 2023 financial
year by an external adviser.
CONFLICTS OF INTEREST
The Board of Directors ensures that there are
effective procedures in place to avoid conflicts of
interest by Board members. Each of the Directors
has a statutory duty to avoid conflicts of interest
with the Company and to disclose the nature and
extent of any such interest to the Board of Directors.
If a situation arises in which a Director has, or can
have, a direct or indirect interest that conflicts,
or may possibly conflict, with the interests of the
Company, the Director in question must declare the
nature and extent of his or her interest to the other
Directors and provide all relevant information to the
Board of Directors, so that the Board of Directors
(excluding the Director concerned) can decide
whether a declared (potential) conflict of interest of
a Director qualifies as a conflict of interest within the
meaning of the relevant laws.
The Board of Directors, in such a scenario, may
(subject to the Company’s Articles of Association)
resolve to authorise the conflict and such
authorisation may include whether the Director can
take part in the decision-taking process of the Board
of Directors in respect of any situation in which he or
she has a conflict of interest.
Similarly, the Dutch Governance Code requires
the Directors to avoid any form of conflict of
interest with the Company and the Directors, and
to immediately report any (potential) conflict of
interest to the Chairman under provision of all
relevant information.
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In the past financial year, there were no transactions
made in which there was a conflict of interest.
Further information as to how the Board of Directors
deals with (potential) conflicts of interest may be
found in the Board Rules (a copy of which is available
on the Company’s Governance documents page).
ADVISERS
The Board of Directors is in regular contact with its
advisers to ensure that the Group is, at all times,
compliant with applicable rules and regulations.
The Company has engaged several experts
providing (i) support to the Board of Directors in
relation to the development of the internal control
and risk management systems; and (ii) regular
advice to the Audit Committee in relation to the
activities within its competencies.
In addition, the Company has engaged primary
law firms as advisers to the Company as to UK
and Dutch law.
AN OVERVIEW OF COMPLIANCE WITH THE
DUTCH CORPORATE GOVERNANCE CODE
The Board of Directors is responsible for the
corporate governance of the Company and for
compliance with the Dutch Governance Code,
which was voluntarily adopted as from listing of the
Company on Euronext Amsterdam. The Company
acknowledges the importance of good corporate
governance. The Company regards the Dutch
Governance Code and its underlying principles as
the guiding principles for the corporate governance
of the Company.
The Company in principle complies with the
relevant principles and best practice provisions
of the Dutch Governance Code addressed to the
Board of Directors. The deviations from the Dutch
Governance Code are noted on the next page.
Compliance with the Dutch Governance Code is
based on the ‘comply or explain’ principle. In this
table, we provide an overview of the best practice
provisions the Company does not comply with and
explain why this is the case.
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Best practice provision Deviation Explanation
Provision 1.3: internal audit function. The Company does not have an internal audit function in place. The Board of Directors believes, in consultation with the Audit Committee, that
the Company has not existed as a listed company long enough to install its own
dedicated internal audit function. The Company will consider each year whether
an internal audit function is necessary.
Best practice provision 3.1.2, which provides that, inter alia, the following aspects
should be taken into consideration when formulating the remuneration policy:
(a) if shares are being awarded, the terms and conditions governing this. Shares
shall be held for at least five years after they are awarded; and
(b) if share options are being awarded, the terms and conditions governing
this and the terms and conditions subject to which the share options can
beexercised.
A number of the options granted under the Enterprise, Management Incentives
(EMI) Plan will vest and be exercisable also within the first three years following
the IPO. Also, the lock-up commitments agreed upon in connection with the
shares resulting from the exercise of the options granted under the EMI Plan
will expire prior to five years following the award of such shares.
The Company deviated from the best practice provision 3.1.2 in order to retain
its Directors, each of which has a deep understanding of the Company and the
industry in which the Company operates. Starting from the approval of the new
Long-Term Incentive Stock Option Share-Based Plan, the Group has not granted
new option under the EMI Plan.
Best practice provision 5.1.4, which provides that all the members of the
Remuneration Committee are non-executive.
Not all the members of the Remuneration Committee are non-executive, since
the Chairman has been appointed as an Executive Chairman in June 2022.
The Board weighted on one side the level of experience and contribution that the
Chairman is taking to the benefit of the Remuneration Committee and, on the
other side, the potential risk of having an Executive Director as a member of the
committee and decided that the latter were negligible in the case while the former
were tangible. The Board will reconsider this decision in case of future significant
changes of the Board composition. During FY2023, the compensation model
related to BoD members remained stable and there was no need to proceed with
any update and/or changes.
In consideration of this, also in light of the fact that there is no evidence of any risk,
it is considered appropriate to go in continuity with the current arrangement by
carrying out only the necessary maintenance activities.
Best practice provision 4.3.2 states that the Company should give shareholders
and other persons entitled to vote the possibility of issuing voting proxies or
voting instructions, respectively, to an independent third party prior to the
General Meeting.
The Company does not provide the option of an independent third party. The Company’s shareholders’ structure is composed of stable shareholders and
some stable investors, and as far as the Board of Directors is aware, no retail
investors currently hold shares in the Company in a significant way; therefore the
Board of Directors is satisfied that it is not necessary to appoint an independent
third party at this time. The Board of Directors will continually review this decision
ahead of future General Meetings of the shareholders.
Annually, the Non-Executive Directors are expected to meet in order to
discuss their own functioning, the functioning of the Board of Directors and its
Committees, and the functioning of the Executive Directors pursuant to best
practice provisions 2.2.6 and 2.2.7 of the Dutch Corporate Governance Code.
Relevant activities are scheduled in the first half of 2024. Due to the extreme workload they were not able to perform such activities. Kick-
off of such activities has been discussed in the board of directors held on March
2024 and it is therefore planned to be concluded in the first half of 2024 (only one
per year is required).
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IN-CONTROL STATEMENT
In accordance with best practice provision 1.4.3 of
the Dutch Governance Code, the Board of Directors
states that:
■ the report provides sufficient insights into any
failings in the effectiveness of the internal risk
management and control systems;
■ the aforementioned systems provide reasonable
assurance that the financial reporting does not
contain any material inaccuracies;
■ based on the current state of affairs, it is justified
that the financial reporting is prepared on a
going concern basis; and
■ the report provides information on those material
risks and uncertainties that are relevant to the
expectation of the Company’s ability to continue
as a going concern for a period of 12 months
after the preparation of this report.
With reference to article 5:25c, section 2 sub c of
the Dutch Financial Supervision Act and based on
the audit of the financial statements by the external
auditor, Marco Marlia (CEO) and Andrea Servo (CFO)
state that, to the best of their knowledge:
■ the financial statements as included in this
report provide a true representation of the
assets, liabilities and the financial position as
at 31 December 2023, as well as the profit for
the financial year 2023 of the Company and the
companies included in the consolidation; and
■ the Annual Report provides a true representation
of the situation on 31 December 2023 and
the course of business at the Company and at
companies included in the consolidation for
the financial year 2023 and the Annual Report
includes a description of the material risks the
Company faces.
LONG-TERM VALUE CREATION
A detailed explanation of the Board of Directors’
view on long-term value creation and the strategy
for its realisation, also describing which contributions
were made to long-term value creation in the
past financial year, as well as both the short-term
and long-term developments are included in the
Strategic Report on pages 10–14.
DIVERSITY POLICY
In consideration of the adoption of a diversity policy
for the Board of Directors (held last year), which is
posted on the Company’s website, the Company
believes that diversity in the composition of the
Board of Directors in terms of age, gender, expertise,
professional background and nationality is an
important means of promoting debate, balanced
decision-making and independent actions of the
Board of Directors.
The Company furthermore recognises that diversity
should not be limited to the Board of Directors,
but should in principle extend to all areas of the
Company’s business, including but not limited to
other key leadership positions.
The following specific diversity target has been
identified to improve the diversity within the Board
of Directors: maintaining the gender diversity within
the Board of Directors such that at least 20% of the
Board of Directors will consist of women.
VALUES AND CODE OF CONDUCT
Last year, the Company adopted a Code of
Conduct, which applies to all of our employees,
including the Directors. The Code of Conduct
is posted on the Company’s Governance
documents page.
The Company closely monitors the effectiveness
of and compliance with the Code of Conduct.
Violations of the Code of Conduct are usually
prevented through, among other things: periodic
training activities to employees, reports received in
accordance with the whistleblowing management
procedures and checks forming part of the standard
operating procedures of the Group. For all Code
of Conduct violations, the disciplinary measures
taken are commensurate with the seriousness of the
case and comply with local legislation. The relevant
corporate departments are notified of violations, if
any, irrespective of whether criminal action is taken
by the authorities.
ANTI-TAKEOVER MEASURES
The Company currently has no anti-takeover
measures in place.
NON-
EXECUTIVE
DIRECTORS’
REPORT
This report is referred to in
best practice provision 2.3.11
of the Dutch Governance Code.
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INTRODUCTION
This is the report of the Non-Executive Directors
of the Company over the financial year 2023, as
referred to in best practice provision 2.3.11 of the
Dutch Governance Code.
With a view to maintaining supervision of the
Company, the Non-Executive Directors
regularly discuss the Company’s long-term
business plans, the implementation of such plans
and the risks associated with such plans with the
Executive Directors.
Details of the current composition of the Board of
Directors, including the Non-Executive Directors,
are set out in the section ‘Board of Directors’ on
pages 60–61.
SUPERVISION BY THE NON-EXECUTIVE
DIRECTORS
Pursuant to the Dutch Governance Code, it is the
responsibility of the Non-Executive Directors to
supervise the policies carried out by the Executive
Directors and the general affairs of the Company
and its affiliated enterprise, including the
implementation of the strategy of the Company
regarding long-term value creation. In doing so,
the Non-Executive Directors have also focused on
the effectiveness of the Company’s internal risk
management and control systems, the integrity and
quality of the financial reporting and Company’s
long-term business plans, the implementation of
such plans and the risks associated.
The Non-Executive Directors supervised the
adoption and implementation of the strategies and
policies by the Company. In this respect, the Group
strategy has been adopted in view and ahead of the
IPO in 2021 and has not been substantially changed
since. The Non-Executive Directors have therefore
focused on overseeing that the yearly budget and
the main transactions and strategic decision be in
line with the above-stated strategy. This has been
achieved through regular updates with the Executive
Directors and the executive team, occurred
mostly in the occasion of the Board meetings or in
dedicated sessions. The Non-Executive Directors
have also reviewed this Annual Report, including
the Remuneration Report and the Group’s financial
results, received updates on legal and compliance
matters and have been regularly involved in the
review and approval of transactions entered into
with related parties. The Non-Executive Directors
have also reviewed the report of the Board of
Directors and its Committees.
The Board of Directors may allocate certain specific
responsibilities to one or more individual Directors
or to a Committee comprised of eligible Directors of
the Company. In this respect, the Board of Directors
has allocated certain specific responsibilities to the
Audit Committee, the Remuneration Committee and
the Selection and Nomination Committee.
MEETINGS OF THE BOARD OF DIRECTORS
Directors are expected to prepare themselves for
and to attend all Board of Directors meetings, the
Annual General Meeting of shareholders and the
meetings of the Committees on which they serve,
with the understanding that, on occasion, a Director
may be unable to attend a meeting.
There were five meetings of the Board of Directors
during the year 2023. An overview of the attendance
of the individual Directors per meeting of the Board
of Directors and its Committees is set out on the
table on the next page.
Moreover, certain items were submitted and resolved
by the Board of Directors through specific written
resolutions, as provided by the Company’s by-laws.
During those meetings and/or in the written
resolutions, the key topics were related to:
■ approval of the 2022 Company’s accounts
and reports;
■ approval of the Reserved Capital Increase of
€3 million executed by Lucerne, an existing
shareholder of the Company;
■ approval of the acquisition of the Italian
company named GestionaleAuto.com S.r.l.;
■ approval of a financing agreement with Atempo
Growth, pursuant to which a financing for an
aggregate amount equal to €5 million has been
granted to the Company,
■ re-appointment of Laurel Charmaine Bowden as
director of Company;
■ approval of the re-appointment of BDO LLP
as the auditors of the Company;
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■ approval of (i) the impairment test of the Group
as of 31 December 2022 and the financial
projections underlying the test and (ii) the
Annual Report and Accounts of the Group for
the financial year ended 31 December 2022
(incorporating the strategic report, the non-
executive and directors’ report, the directors’
remuneration report and the auditable part
of the directors’ remuneration report, the
directors’ report and the auditor’s report on
those accounts);
■ acknowledgement of the results of
a risk assessment;
■ approval of the Long-Term Incentive Plan (LTIP)
of the Company and the relevant subplans; and
■ budget.
INDEPENDENCE OF THE NON-EXECUTIVE
DIRECTORS
The independence requirements relating to
Non-Executive Directors are set out in best practice
provisions 2.1.7, 2.1.8 and 2.1.9 of the Dutch
Governance Code. The most important requirement
is that a majority of the Non-Executive Directors be
independent in the sense of best practice provision
2.1.8. In the opinion of the Non-Executive Directors,
two out of three Non-Executive Directors are
considered to be independent in this sense currently.
Laurel Charmaine Bowden is not independent within
the meaning of best practice provision 2.1.8, since
she is a partner at 83 North III Limited Partnership
(83 North) and 83 North holds approximately 20%
of the shares in the Company. As the number of
shares held by Zobito AB’s vehicles is not considered
to be significant, Måns Hultman is considered
to be independent.
In accordance with best practice provision 2.1.10,
the Board of Directors is of the opinion that the
independence requirements for Non-Executive
Directors as referred to the Dutch Governance Code
are met by the Company.
EVALUATION OF THE BOARD OF DIRECTORS
AND ITS COMMITTEES
Annually, the Non-Executive Directors are expected
to meet in order to discuss their own functioning,
the functioning of the Board of Directors and its
Committees and the functioning of the Executive
Directors, pursuant to best practice provisions 2.2.6
and 2.2.7 of the Dutch Corporate Governance Code.
Due to the extreme workload, the Non-Executive
Directors were not able to perform the aforementioned
evaluation during 2023. The Board Evaluation required
by the Dutch Governance Code has been already
scheduled in the first half of 2024.
COMMITTEES
Audit Committee
A description of the Audit Committee’s role,
responsibilities and composition is set out on pages
52–53. During the year ended 31 December 2023, the
Audit Committee has selected and recommend to the
Board of Directors advisers who have supported the
Company development path of the internal control
and risk management system in 2023; furthermore, the
Audit Committee has been supported by an external
adviser on a permanent basis during the execution of
its duties. In particular, the Audit Committee supported
and recommended to the Board of Directors the
approval of the Company’s Annual Report and financial
statements for the financial year ended 31 December
2022 and H1 2023 Report. The Audit Committee also
took note of the external auditors’ activities for 2021
and the results of the impairment test.
During the year ended 31 December 2023, the
Audit Committee focused also on the results of
the activities performed for the formalisation
of the Risk and Control Matrices (RCMs) for most
relevant processes, summarising risks, controls and
related attributes (frequency, nature of control,
control objectives). The Audit Committee took note
of the results and monitored the follow-up activities
during the year 2024.
Furthermore, during the year ended 31 December
2023, the Audit Committee, together with the
support of the external advisers, has analysed and
approved the Company’s results on a quarterly basis
and also acknowledged and approved the identified
improvements to the Company’s risk management
and internal control system, also in relation to the
post-merger controls over the integration process.
Remuneration Committee
A description of the Remuneration Committee’s role,
responsibilities and composition is set out on page
53. The Remuneration Committee worked on an LTIP
and Short-Term Incentive Plan (STIP) together with
external advisers, and recommended the Board of
Directors to adopt the same, together with French
and Israeli subplans.
During the year ended 31 December 2023, the
Remuneration Committee has approved both the
engagement of an external law firm for finalising
the Director’s Service Agreement and the Israeli and
France subplans to MotorK Plc LTI Plan (Subplans).
Furthermore, the Remuneration Committee also
proceeded with the appointment of a committee
for the management of the Group LTI Plan
(LTI Committee).
Director
Board of
Directors
Audit
Committee
Remuneration
Committee
Selection and
Nomination
Committee
Amir Rosentuler 5/5 – 2/2 2/2
Marco Marlia 5/5 – – –
Måns Hultman 5/5 – 2/2 –
Laurel
CharmaineBowden 5/5 4/4 – –
Mauro Pretolani 5/5 4/4 – 2/2
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Selection and Nomination Committee
A description of the Selection and Nomination
Committee’s role, responsibilities and composition is
set out on page 53. During 2023, the Selection and
Nomination Committee discussed, amongst others,
the reappointment of Laurel Charlaine Bowden as a
Non-Executive Director of the Company for a term
of four years. During the course of the financial year
that will end on 31 December 2024, the Selection
and Nomination Committee will focus on the
drafting of a succession plan and a retirement plan
for the Executive and Non-Executive Directors of
the Company. The plans will be aimed at retaining
the balance in the requisite expertise, experience
and diversity.
Furthermore, the Selection and Nomination
Committee has highlighted the importance to
finalise the Board Evaluation Questionnaire required
under the relevant applicable and regulatory law
(Board Evaluation Questionnaire).
INTERNAL AUDIT FUNCTION
The Non-Executive Directors believe that the
Company has not existed as a listed company
long enough for it to be necessary to install its
own dedicated internal audit function. Senior
staff members in the finance department of the
Company are partially dedicated to risk and control
management. The CFO oversees risk management
tasks. An update on risk management activities,
findings, conclusions and actions is provided to
the Audit Committee, where priorities are set and
guidance is provided to follow up on identified areas
of concern and to further enhance risk and control
management. The Audit Committee is further
supported by relevant subject matter experts
throughout the Company.
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Amir Rosentuler
Executive Chairman (appointed 11 June 2021)
Mr. Rosentuler, 57, Israeli, joined the Group in 2020. He has
25 years of executive management and entrepreneurial
experience in leading technology companies, including more
than 15 years of experience in NASDAQ- and NYSE-listed
companies. Mr. Rosentuler is currently the Chairman and
Board Member of several companies. Previously, he was
the co-Chief Executive Officer of Deutsche Telekom HBS
Inc, a subsidiary of Deutsche Telekom AG, based in Silicon
Valley, California. Mr. Rosentuler completed the Executive
Leadership, Business Administration, Management and
Operations Programme at Babson College.
Marco Marlia
CEO and Co-founder (appointed 10 October 2014)
Mr. Marlia, 45, Italian, co-founded the Group in 2010.
He is a serial entrepreneur experienced in running digital
companies, having co-founded several other companies
(Nextre Engineering, Biquadra and Nomesia), a web
design agency and a search engine optimisation agency.
Mr. Marlia holds a Bachelor’s and Master’s degree in
Economics from Bocconi University in Italy and he is author
of books including ‘Il Metodo DealerK and Wikis: Tools for
Information Work and Collaboration’. Mr. Marlia also earned
a Bachelor’s degree in Institutions and Financial Markets
from Bocconi University.
B OA R D O F
DIRECTORS
WHO WE ARE
The members of the MotorK Board of Directors
focus on long-term value creation for the
company and the Group’s businesses, taking
into account how Group-wide strategies and
policies contribute to the interests of each
subsidiary and the Group as a whole in the
longterm.
Members
5
Attendance
100%
61
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Måns Hultman
Non-Executive Director/Independent Director
(appointed 22 August 2016)
Mr. Hultman, 57, Swedish, has over 30 years of experience in
the technology industry. He was CEO of Qlik and a member
of the Board of Directors of Hybris (since acquired by SAP).
Since 2012, he has been a partner at Zobito, which is a
shareholder of the Company. In addition to serving as a
Director of the Company, Mr. Hultman currently serves as
a Director for Ikano Group, Musikborsen AB, Zobito 1 and
2, Zobito 3 AB and Crossbow AB and an owner of Tassaka
AB. Previously, Mr. Hultman served in various leadership
positions for other companies.
Laurel Charmaine Bowden
Non-Executive Director
(appointed 11 May 2023)
Ms. Bowden, 59, British, is a partner at 83 North. She has over
15 years of investment experience and has led investments in
and been on the boards of many leading European technology
companies, including iZettle (acquired by PayPal), Just
Eat (LSE: JE), Ebury (50% acquired by Santander), Hybris
(acquired by SAP) and Qliktech (NASDAQ: QLIK). Some
of Ms. Bowden’s current company boards and investments
include BlueVine, Critizr, Celonis, Exotec, Form3, Holidu,
HungryPanda, Lendbuzz, Mirakl, Paddle, SellerX, Wolt and
Workable. Ms. Bowden was previously on the Boards of
Investec Plc and Ltd, and at JVP and GE Capital in London.
Further, Ms. Bowden earned a BSc in Electrical and Electronic
Engineering from the University of Cape Town and an MBA
from INSEAD.
Mauro Pretolani
Non-Executive Director/Independent Director
(appointed 22 August 2016)
Mr. Pretolani, 58, Italian, is Senior Partner at Fondo
Italiano d’Investimento SGR, a venture capital fund active
mainly in the Italian market, a position he has held since
2017. In addition, Mr. Pretolani currently serves as a
director for Termo, Healthware Group, Everli (formerly
Supermercato24) and BeMyEye. Mr. Pretolani earned
a Bachelor’s degree in Business and Economics from
Sapienza Università di Roma and an MBA from Harvard
Business School.
BOARD OF DIRECTORS
CO N T I N U E D
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EXECUTIVE MANAGEMENT TEAM
In addition to the CEO, the following individuals comprise the Executive Management Team:
Andrea Servo
Global Chief Financial Officer
Prior to joining the Group in 2021, Mr. Servo served as
CFO of DentalPro, Italy’s leading dental services provider
and a portfolio company of BC Partners, where he led
the company through various transactions. Between
2013 and 2016, Mr. Servo was Chief Financial Officer of
publicly traded SEAT Pagine Gialle, a company engaged
in digital advertising. He joined SEAT Pagine Gialle in 2000
as Group Tax Manager before serving as the company’s
Chief Accounting Officer from 2008 to 2013. Mr. Servo
earned a Bachelor’s degree in Economics and Business
from the University of Turin and is a chartered auditor and
accountant in Italy.
Boaz Zilberman
Chief Operating Officer
In April 2024, Mr. Zilberman was appointed to lead MotorK’s
Operations, Corporate Development, Investor Relations,
Post Merger Integration, and cross-functional management
practices. He prioritises cultivating a culture of excellence,
innovation, transparency, accountability, and disciplined
execution. With over 20 years of experience in software growth
companies, Mr. Zilberman has held various roles in Operations,
Product Development, Innovation, Corporate Development,
and Legal. Notably, he was previously Head of Business
Development at AccessFintech, where he oversaw ecosystem
partnerships and channel sales. Before that, he served as Head
of New Ventures at IHS-Markit, leading post-trade processing
innovation. Previously, Mr. Zilberman held the positions of
Head of Strategic Initiatives and Head of Legal and Corporate
Development at Markit. During his tenure, he played a key
role in the company’s achievement of its first $1billion in
revenues, facilitated 25 acquisitions, and orchestrated over
100partnerships. Mr. Zilberman holds an MBA from Bayes
Business School (previously Cass), City University of London,
and a Bachelor of Law (LL.B.) from Tel Aviv University.
Joe Sanchez
Chief Revenue Officer
Mr. Sanchez joined the Group in April 2022. Mr. Sanchez
has 30 years of experience in sales functions across both
enterprise and mid-market companies. Joe has participated
in high-growth organisations, where he built and led sales,
customer success, inside sales, e-commerce and marketing
organisations. He has led teams acquiring and managing
billions of dollars in revenue through various channels. Most
recently, he spent three years at a private equity backed
SaaS company providing software platforms to mid-market
businesses where he served as the Chief Sales Officer.
Mr. Sanchez was educated in the USA, where he earned a
BSFS Degree in International Economics from Georgetown
University School of Foreign Service in Washington, DC.
Yair Pinyan
Senior Vice President, Head of R&D at MotorK
Mr. Pinyan is Senior Vice President, Head of R&D at MotorK.
As leader of the Engineering, IT Operations and Quality
Assurance teams, he’s a business enabler in charge of the
Company’s technology development, making sure MotorK’s
R&D efforts are geared towards steady innovation. He boasts
extensive knowledge of advanced technologies to solve
complex problems and has worked in R&D organisations for
over 20 years. He most recently held the role of Vice President
of Research and Development at Britannica Knowledge
Systems, where he successfully transferred an on-prem
product into a SaaS solution, while managing a remote team
of 70 engineers. Previous experience includes leadership roles
at Orbotech Ltd, Correlor Technologies Ltd, Microsoft and
Gteko Technologies Ltd. Mr. Pinyan holds a Bachelor’s degree
in Economics and Computer Science from Bar Ilan University
in Israel, as well as an Executive MBA from Quantic School of
Business and Technology in Washington, DC.
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Jean Pierre Diernaz
Chief Strategy Officer and Country Manager, France
Mr. Diernaz joined the Group in 2019. With over 25 years of
experience in automotive digital marketing, Mr. Diernaz has
a wide knowledge of the industry and of its opportunities
and challenges of digital transformation. After more
than 10 years at Ford, where he was Advertising and
Marketing Services Manager, he joined Nissan in 2005 and
was responsible for general marketing communications
for Europe. In May 2010, he was appointed Marketing
Director EMEA of Infiniti, Nissan Group’s premium brand.
In 2014, he became Managing Director of the electric cars
business unit for Europe. Mr. Diernaz then became Vice
President of Marketing and Digital in Europe, responsible
for product launches, pricing strategy, communications and
digitalisation. Mr. Diernaz earned an MBA from ISG (Paris)
and completed the Executive Leadership Programme at
IESE (Spain).
Daria Grazzi
Chief Human Resources Officer
Ms. Grazzi is a long-running professional in the area of
people management, with a rich and varied experience
in all aspects of human resources. She has over 20 years
of professional experience in several industries such as
retail and FMCG and industries. In the past five years, she
transitioned to the technology industry with a focus on
digital companies, in particular, start-ups and scale-ups.
Her main focus and expertise lie in: change management,
M&A processes and start-ups, as well as expertise in labour
legislation and litigation. Ms. Grazzi holds a Bachelor’s in
Law and a Master’s degree in General Management.
Phillippe Schulz
Chief Customer Officer
Mr. Schulz is the Chief Customer Officer, responsible for all
entities having interactions with MotorK’s customers, in the
context of implementing MotorK solutions and keeping those
optimised; as such, he leads all operational departments, from
support to education and professional services. Having spent
all his career in the software industry for the past 30 years, to
include 20 years in focusing around management of services
departments, Mr. Schulz has deep expertise of best practices
in this industry. In his immediate previous position, he was Vice
President of Professional Services for a software company
specialised around CX management, where he was managing
its services divisions across USA, EMEA and APAC. Prior to
that position, Mr. Schulz has occupied several management
positions while always focusing on the optimisation of the
interactions with customers. He holds a Master’s in Economics
and Social Administration and graduated from the Institute of
Business Administration at the University of Sophia Antipolis.
Kevin Owens
Chief Product Officer
Prior to MotorK, Mr. Owens was the Chief Product Officer at
Doodle, where he focused on building out the Enterprise SaaS
capabilities, while also continuing leadership in the Doodle
Groups products. Prior to Doodle, he was the VP of Product at
Reveleer, where he was part of the Executive team that lead
the transformation from a tech-enabled services company
into an industry leader in the healthcare SaaS platform.
Before Reveleer, Mr. Owens was the Chief Product Officer at
Fuel Cycle for five years, where he led the transformation of
the SaaS platform into a market leading community platform
that has been recognised by Forrester. This has included the
complete rebuild of all the platforms, while also introducing
game-changing new features to continue to surprise and
delight clients. Prior to Fuel Cycle, he worked for several SaaS
platforms and consulting companies, where he focused on
building the best products and solutions for clients domestically
and globally. He has worked with teams around the world and
continues to look for innovative ways to engage users online and
on mobile. While at University of Southern California, Mr. Owens
focused his MBA in the areas of Strategy, Scenario Planning and
Innovation. This has helped him as he has transitioned into the
executive ranks to think through all potential strategic options
and identify where the market is going in the future.
EXECUTIVE MANAGEMENT TEAM
CONTINUED
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RESULTS AND DIVIDEND
The Consolidated Statement of Profit and Loss and
Other Comprehensive Income for the year ended
31 December 2023 is set out from page 93 and
shows the loss for the year.
No interim dividend was declared during the year
and the Directors have not recommended a final
dividend for the year ended 31 December 2023.
DIRECTORS AND CHANGES TO THE
BOARD OF DIRECTORS AND EXECUTIVE
MANAGEMENT TEAM
The Directors of the Company during the year
ended 31 December 2023 were Amir Rosentuler
(appointed June 2021), Marco Marlia, Måns Hultman,
Laurel Charmaine Bowden and Mauro Pretolani.
Details of the members of the Board of Directors
at 31 December 2023 are set out on pages 60–61.
In addition to the CEO, the members of the Executive
Management Team of the Company during the
year ended 31 December 2023 were Andrea Servo,
Etienne Jacquet, Jean Pierre Diernaz, Joe Sanchez,
Yair Pinyan, Daria Grazzi, Philippe Schulz, Kevin
Owens, and Asaf Polturak. In March 2024 Etienne
Jacquet terminated his office as a VP of Corporate
Development & IR and Asaf Polturak terminated his
office as a Chief of Staff. Starting from beginning of
April 2024 Boaz Zilberman joined the Company with
the role of ChiefOperatingOfficer.
DIRECTORS’ INDEMNITIES
The Company maintains Directors’ and officers’
liability insurance, which gives appropriate cover
for legal action brought against its Directors,
subject to the conditions set out in the Companies
Act 2006. The policy was in force throughout the
period and at the date of the approval of these
financial statements.
DIRECTORS’
REPORT
The Directors present the
Annual Report together with the
audited consolidated financial
statements and the audited
financial statements.
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DIRECTORS AND THEIR BENEFICIAL INTERESTS
The Directors of the Company and their beneficial interest in the ordinary shares of the Company as at
31 December 2023 were as follows:
Director Position Appointed Ordinary shares
Amir Rosentuler Executive Chairman 11 June 2021 120,000 (0.3%)
Marco Marlia Chief Executive Officer 10 October 2014 5,481,580 (13.5%)
Laurel Charmaine Bowden Non-Executive Director 11 May 2023 –
Måns Hultman
Non-Executive Director/
Independent Director
1
22 August 2016 –
Mauro Pretolani
Non-Executive Director/
Independent Director 22 August 2016 138,400 (0.3%)
1 As the number of shares held by Zobito AB’s vehicles is not considered to be significant, Måns Hultman is considered to be independent.
SIGNIFICANT SHAREHOLDINGS
So far as the Company is aware (further to normal notification) and based on public data available, the
following shareholders held legal or beneficial interests in ordinary shares of the Company exceeding 3%
as at 31 December 2023:
Name Shares %
83 North III Limited Partnership 7,864,655 19.3%
Lucerne Capital Management GP 6,121,478 15.0%
Marco Marlia 5,481,580 13.5%
Fabio Gurgone 5,285,080 13.0%
Marco De Michele 5,285,080 13.0%
Zobito AB
1
2,965,400 7.3%
1 Aggregated Zobito ownership through various vehicles.
As detailed in the Note 27 Post Balance Sheet Events of such Annual Report, during February 2024 a
reserved capital increase has been subscribed for a total amount of shares of 4,088,388.
Following such capital increase, Lucerne owns, through various vehicles, 7,043,200 shares (roughly 16%) and
83 North III Limited Partnership owns 9,531,322 shares (roughly 21.2%).
POLITICAL DONATIONS
The Group did not make any political donations in the financial period. There are no restrictions as to voting rights.
CHARITABLE DONATIONS
The Group did not make any charitable donations in the financial period.
FUTURE DEVELOPMENTS
Particulars of any important events affecting the Company that have occurred since the end of the financial
year and an indication of likely future developments in the business of the Company are described on page
42 of the Financial and Operating Review section and are incorporated into this report by reference.
DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are
unaware and each Director has taken all the steps that he or she ought to have taken as a Director in order to
make himself or herself aware of any relevant audit information and to establish that the Company’s auditors
are aware of that information.
SUBSIDIARIES OUTSIDE OF THE UK
Details of the Company’s subsidiaries are set out on pages 100 – 101.
CAPITAL STRUCTURE
MotorK confirms that no shares in the Company were either:
■ purchased or acquired by the Company under section 659 CA 2006;
■ acquired by the Company’s nominee, or by another with Company financial assistance, the Company
having a beneficial interest under section 662(1) CA 2006; or
■ made subject to a lien or other charge taken (whether expressly or otherwise) by the Company and
permitted by section 670(2) or CA 2006 (exceptions from general rule against a company having a lien or
charge on its own shares).
The Company also confirms that there are no ordinary shares without voting rights or that confer no or a
limited right to share in the profits or reserves of the Company.
Details of the issued share capital, together with details of the movements during the year, are shown in Note
23 to the consolidated financial statements. The Company has one class of ordinary share and each ordinary
share carries the right to one vote at General Meetings of the Company.
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An eventual significant change of the capital structure
might trigger the change of control clause included
in our financial arrangement with Illimity Bank to the
effect that in case of change of control of MotorK
Plc as defined in the financial arrangement, the total
outstanding financial liability becomes immediately
due and payable.
FINANCIAL RISK MANAGEMENT AND
FINANCIAL INSTRUMENTS
The Group implements a careful approach to
financial risk management. During 2022, the Group
entered into transactions involving derivative
instruments only related to put option (and
reciprocal call option for the counterpart) on the sale
of 20% equity investments in AutoXY S.p.A. related
to the business combination of the DriveK business
unit sale. Details of what the Board of Directors
considers to be the main financial risks facing the
Company are set out within the ‘Principal Risks
and Uncertainties’ section on page 44. For details
regarding the financial risks please refer to Note 8
of the Consolidated Financial Statements – financial
instruments – risk management.
Risk appetite
MotorK recognises that the management of risk
requires a level of commerciality to enable the business
to meet its joint strategic objectives of protecting
stakeholder interests whilst creating stakeholder
value. The Board therefore takes responsibility for
determining the nature and extent of the principal risks
it is willing to take in achieving its strategic objectives.
Risk relating to the seasonality of the Group’s
operating results
The Group’s results of operations may be slightly
affected by seasonal and cyclical factors in the
automotive market. Such fluctuations in dealership
sales may lead to lower sales volumes for the Group
in specific months during summer and winter, and
a sales peak in the last quarter of the year. From a
cash perspective, the seasonality risk is naturally
mitigated by our business model, based on a SaaS
products offering, which improves the stability of our
cash inflow. From a revenue and EBITDA perspective,
due to the significant increase of the weighting of
the portion of SaaS platform revenue recognised at
a point in time, commercial peaks in the automotive
market may have a slight impact on the seasonality
of the Group’s operating results.
Risk relating to interest rate changes
The Group is exposed to risks associated with
changes in variable interest rates, as certain of its
credit facilities may bear interest at a floating rate.
An increase or decrease in interest rates would
affect the Group’s current interest expenses and
the Group’s refinancing costs; however, this is not
considered to be material. Interest rate risk may be
mitigated against, in part, by the Group entering
into hedging transactions in the form of derivative
financial instruments, although such transactions
are not risk-free. During FY2023 no hedging
derivatives have been entered by the Group.
Risks of possible non-compliance with laws
and regulations
The Company is exposed to risk of non-compliance
with laws and regulations in a number of areas
including taxes, financial supervision rules and
competition rules.
As relates to taxes, the Group is generally making
net operating income tax losses, which mitigates
the risk of incurring fines and penalties due to
non-compliance. More in general, the Group is
assisted by tax professional firms to ensure tax
compliance in all the countries where the
Group operates.
As a listed company, we are subject to financial
supervision by the Dutch authority (AFM).
Our legal department overseas the compliance
with the regulatory framework, assisted by law
firms and using appropriate tools to manage
specific processes like the whistleblowing and
internal dealing.
The market where we operate is highly fragmented
and management believes that the infringement
of competition rules is inherently low. In case of
extraordinary situations like M&A, management
runs appropriate assessment during the due
diligence phase.
GREENHOUSE GAS (GHG) EMISSIONS
Due to the nature of MotorK’s business, direct
ecological impact in terms of GHG emissions,
energy consumption and energy efficiency from our
operations are mainly related to the consumption of
electricity in the Group premises. Indirect ecological
impacts are related mainly to the cloud services
provided by our external suppliers and by the
business travel of MotorK employees. During 2023,
MotorK continued to offer employees the option of
working remotely. Due to this, GHG emissions, energy
consumption and energy efficiency data relating to
the Group’s operations, our offices and staff travel
are not significant for the year ended 31 December
2023 and not reported in the Annual Report. The
Company has also updated the internal Travel and
Car policy with the aim to reduce the GHG emissions.
The Board of Directors recognise that the Group has
a corporate and social responsibility to minimise the
ecological impact from our operations and looks
forward to establishing a more formalised approach
to sustainability in the future.
ENGAGEMENT WITH SUPPLIERS,
CUSTOMERS AND OTHERS
For a detailed analysis of the Group’s engagement
with its various stakeholder groups, please refer to
the ‘Stakeholder Engagement and S172 Statement’
section on pages 35–36.
EMPLOYEES NON-DISCRIMINATION
ANDHARASSMENT
The Company seeks to foster a diverse, inclusive
work environment where all ideas, perspectives and
backgrounds are considered. Employees are hired
on the basis of objective criteria (such as knowledge,
expertise, proven qualities, performance and
behaviour). No employee should face discrimination
on the basis of race, colour, sex, sexual orientation,
marital status, religion, political affiliation, nationality,
ethnic background, social origin, age, disability, works
council membership or any other way.
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RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the
Annual Report and Financial Statements.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have prepared the Group and
Company financial statements in accordance with
International Financial Reporting Standards (IFRS)
as adopted by the European Union (EU) and also in
accordance with UK-adopted IAS.
Under company law, the Directors must not approve
the financial statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Company and the Group, and of the
profit or loss of the Group for that period.
In preparing these financial statements, the
Directors are required to:
■ select suitable accounting policies and apply
them consistently;
■ make judgements and estimates that are
reasonable and prudent;
■ state whether IFRS have been followed, subject
to any material departures disclosed and
explained in the Group and Company financial
statements respectively; and
■ prepare the financial statements on a going
concern basis, unless it is inappropriate to
presume that the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show
and explain the Group’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and the Group, and to
enable them to ensure that the financial statements
and the Directors’ Remuneration Report complies
with the Companies Act 2006.
They are also responsible for safeguarding the
assets of the Company and the Group, and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
They are further responsible for ensuring that the
Strategic Report and the Directors’ Report, and
other information included in the Annual Report and
Financial Statements, are prepared in accordance
with applicable law in the United Kingdom and
the Netherlands.
As at the date of this report, the Directors, whose
names and functions are listed in the Board of
Directors Report on pages 60–61, confirm that:
■ so far as the Directors are aware, there is
no relevant audit information of which the
Company’s auditors are unaware; and
■ the Directors have taken all the steps that he or
she ought to have taken as a Director in order to
make himself/herself aware of any relevant audit
information and to establish that the Company’s
auditors are aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act 2006.
GOING CONCERN
In preparing the financial statements, management
has applied the going concern principle based on
its assessment of the Company’s ability to continue
as a going concern. In making such an assessment,
management has considered the cash injection
achieved in the first month of FY2024 due to the
capital rise of €12.3 million and the new tranche of
the ATEMPO loan for €5 million, the expectation of
the Company’s future performance and the excellent
results in terms of growth during 2023.
Management has prepared a three-year Business
Plan covering the period between 2024 and 2026
(that includes inflation assumptions on salaries)
showing that the Company has the resources to
cover its financial need for the foreseeable future. As
per the Business Plan, during FY2024 it is forecasted
to burn a certain amount of cash so that cash and
cash equivalents at year end 31 December 2024
will land in a positive territory with last quarter of
FY2024 and FY2025 showing a stabilisation towards
cash flow breakeven. Management is also currently
under discussion to obtain further flexibility on cash
needs with the use of some instruments to finance
working capital. Such instruments will ensure that
even a worst case scenario of a 10% reduction in
recurring billings during the year, as shown in the
sensitivity analysis, will have limited impact on the
Group’s cash position to 12 months from approval
date of the accounts, with no substantial effect on
going concern assessment.
Doing the going concern assessment management
has also considered the potential impacts of the
conflict between Russia and Ukraine, the conflict in
Israel, the inflation rate, the increase of commodities
prices and of cost of living in the markets where the
Group operates. Such elements have been taken
into account and reflected in the aforementioned
Business Plan. Due to the nature of MotorK and
key digital supplier of our customers, management
concluded that such elements do not have a
significant impact on going concern assessment.
AUDITORS
BDO LLP has signified its willingness to continue as
independent auditors to the Company.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual
Report and Financial Statements are made available
on a website. Financial statements are published on
the Group’s websites, in accordance with legislation
in the United Kingdom governing the preparation
and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The
maintenance and integrity of the Group’s websites
is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity
of the financial statements contained therein.
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POST BALANCE SHEET EVENTS
On 5 February 2024, the Group successfully
executed a reserved capital increase of €12.3 million.
The participants in this strategic round included
83North, Lucerne, PROCAR Automobile and Anfield
Ltd. Such reserve resulted in the issue of 4,088,388
new ordinary shares. In addition, these newly issued
shares will be subject to a 6-month lock-up period,
underlining the investors’ long-term vision and
dedication to the Group’s success.
On 4 March 2024 the above-mentioned capital
injection has been strengthened with a top-up of €5
million loan tranche from Atempo Growth, building
on the initial €5 million loan facility agreement
secured in October FY2023.
As such, the combined €17.3 million of new acquired
liquidity provides operational flexibility, smoothing
the path to profitability forecasted for FY2024.
This strategic step underscores the collective
confidence of both existing and new investors in
MotorK’s potential, solidifying their collaborative
commitment to the Group’s sustained growth and
ongoing success.
Following the negative Adjusted EBITDA reported
for the year ended as at 31 December 2023 and, in
the context of the €5 million top-up obtained from
Atempo Growth, MotorK has obtained from Illimity
Banks the waiver of testing the financial covenants in
place as at 31 December 2023. The first testing date
will be then 31 December 2024.
On 8 January 2024, the shelf company DriveK Italia
S.r.l., created as a potential vehicle for the selling
of the business DriveK and then not used due to
the different structuring followed in the operation,
has wound up. The value of the assets of such
Company amount to roughly €3 thousand and
therefore the wind-up has not affected the assets
of the consolidated financial statements as at
31 December 2023.
RESEARCH AND DEVELOPMENT
During the year ended 31 December 2023, the Group
has incurred R&D expenses for an amount of €14.5
million (€14.3 million in 2022), of which €9.3 million
capitalised (€8.7 million in 2022).
APPROVAL BY THE BOARD OF DIRECTORS
The report of the Directors was approved by the
Board of Directors on 15 April 2024 and signed
on 16 April 2024 on its behalf by:
Marco Marlia
Chief Executive Officer
16 April 2024
and
Andrea Servo
Chief Financial Officer
16 April 2024
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REMUNERATION
C O M M I T T E E
REPORT
In 2023, we worked to ensure that
the remuneration model for Board
members remains competitive,
incentivised and proportionate.
SECTION ONE: STRUCTURE OF THE
REMUNERATION COMMITTEE REPORT
In line with the requirements of the UK reporting
regulations and the applicable provisions of the
Dutch Governance Code, this report is divided into
three sections:
1. This Annual Statement: summarising the work of
the Remuneration Committee (the Committee)
and our approach to Directors’ remuneration.
2. The Directors’ Remuneration Policy (the Policy):
summarising the framework under which
Directors’ pay is set and how it links to strategy.
The Policy has been approved further to a
shareholder vote (by way of ordinary resolution)
at the 2022 AGM.
3. The Annual Report on Remuneration
(the Report), which sets out the remuneration
outcomes for 2023 and how, subject to
shareholder approval, the Committee applied
the Policy in 2023. This section will be subject to
an advisory shareholder vote at the AGM.
The Committee is chaired by Måns Hultman (an
Independent Non-Executive Director) and its other
member is Amir Rosentuler.
I am pleased to present the Directors’
Remuneration Report on behalf of the Board
During 2023, the Committee worked to apply
the Policy in line with the relevant corporate
governance requirements with the aim of
ensuring competitiveness, alignment,
incentivisation and proportionality.
The Policy has been designed to provide a
remuneration framework that will:
■ deliver fair, responsible and transparent
remuneration, contributing to creating long-term
value by the Company for its stakeholders;
■ attract, motivate and retain highly qualified
individuals and reward them with a market
competitive remuneration package that
focuses on achieving sustainable financial results,
aligned with the long-term business strategy of
the Company;
■ align the interests of the Directors with
the Company’s shareholders and other
stakeholders; and
■ adhere to principles of good corporate
governance and appropriate risk management,
whilst ensuring compliance with competitive
market trends and statutory requirements,
in respect of the societal context around
remuneration and the interests of the Company’s
shareholders and other stakeholders.
After implementing in the prior year the Policy
for its Executive Directors and Non-Executive
Directors consistently with overarching regulatory
requirements and statements set out in the
Company’s 2021 IPO Prospectus, in 2023 the
Committee worked at fine tuning the application of
the policy and adapt to the evolution of the business
demands and of the strategy, details of which are
further set out in the Policy.
MotorK has delivered another successful year
of growth. As a Committee, we have sought to
make decisions that effectively drive and support
growth, whilst continuing to align with best practice
remuneration and governance expectations
pursuant to the requirements of the UK reporting
regulations and the Dutch Governance Code.
I hope that this report is clear and informative.
Måns Hultman
Chair of the Remuneration Committee
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Corporate Governance continued
SECTION TWO: DIRECTORS’ REMUNERATION POLICY
(a) Introduction
The Committee determines the Company’s policy on the structure of the remuneration
of Executive Directors and the Executive Management Team, and is responsible for
governing the remuneration policy for the broader employee population.
Procedure
The following summarises the Policy, which codifies our existing principles as previously
communicated to potential investors pre-listing. This Policy was approved by the
Company’s shareholders at the AGM on 28 April 2022. The Policy applies to payments
made after that date and is available on the Company’s website.
It is intended that the Policy will apply for three years starting from its approval at the
2022 AGM. In light of the Committee’s efforts to review the Policy to ensure it allows the
Committee to offer an appropriate and balanced remuneration package that reflects the
size and complexity of the Group, the Executives’ experience, skills and responsibility in the
Group as well as market practice, the Committee may seek approval for a new policy at
an earlier point if considered appropriate.
When reviewing the Policy, the Committee uses scenario analyses to recognise the
different outcomes of the Policy, by taking into account elements such as internal pay
differentials and maximum pay-out of annual bonuses and long-term incentives.
Compliance
The Policy is compliant with the relevant requirements of UK company law, as well
as in principle with the rules of the Dutch Governance Code, which the Company
applies voluntarily.
Principles
The objectives of the Policy are to:
■ reward Executive Directors and senior management and support a performance-driven culture;
■ provide a level of remuneration to attract, motivate and retain high-calibre employees and reward them
with a market competitive remuneration package;
■ encourage long-term value creation and support the execution of the Company’s strategic and
operational objectives;
■ motivate individuals and align interests of the Executive Directors with the Company’s shareholders and
other stakeholders; and
■ adhere to principles of good corporate governance and appropriate risk management.
The Board of Directors and the Committee believe the aforementioned objectives are best achieved by a
remuneration structure whereby:
1. basic pay is set at a level such as to support the recruitment and retention of Executive Directors of the
calibre required to implement the Group’s business strategy and is reflective of the individual’s skills,
experience, performance and role within the Group;
2. STIP are set at a level such as to incentivise year-on-year delivery of short-term financial, strategic and
operational objectives in furtherance of the Group’s business strategy and creation of shareholder value;
3. LTIP are put in place to align the interests of the Directors and shareholders of the Company concerning
long-term value creation, providing an avenue through which the Company’s executives can earn
significant rewards subject to shareholders likewise having obtained a good return; and
4. benefits are provided to executives on a cost-effective basis to aid attraction and retention of
Executive Directors.
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Illustration of the application of the remuneration policy
Based on the Policy terms described in the next sections, the following charts illustrate the application of the Policy in different scenarios ranging from no to target achievement of the STIP and LTIP targets and conditions,
in combination with LTIP shares appreciation over the relevant period ranging from zero to fair value at grant date to 50% increase. The charts are based on the remuneration and on the share value at the time the Policy
was adopted.
Salary levels (and consequently the other elements of the remuneration package which are calculated as a percentage of salary) are based on those intended to apply in 2023.
The LTIP grant level is shown as 68% of the base salary for the CEO and 33% for the Executive Chairman, in line with the actual grant for the year 2023.
Illustration of the application of the policy – CEO Illustration of the application of the policy – Executive Chairman
0
200
400
600
800
1,000
1,200
Thousands
Minimum Target
(without share
price increase)
Maximum
(without share
price increase)
Target, including
LTI fair value
at grant date
Maximum,
including 50% share
price increase
Fixed pay STI LTI
Illustration of the application of the policy – CEO
€231
€381
€519
€831
€1,049
0
200
400
600
800
1,000
1,200
Thousands
Minimum Target
(without share
price increase)
Maximum
(without share
price increase)
Target, including
LTI fair value
at grant date
Maximum,
including 50% share
price increase
Fixed pay LTI
Illustration of the application of the policy – Executive Chairman
€395
€395
€506
€395
€570
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(b) Remuneration components for Executive Directors and Executive Management Team (Executives)
In line with the above principles and objectives, various remuneration components are combined to ensure an appropriate and balanced remuneration package comprising the following elements:
■ Fixed remuneration (base salary, benefits and pension).
■ Short-term incentive (performance-based cash bonus).
■ Long-term incentive (conditional equity-based award that vests based on performance).
Base salary Purpose and link to strategy To support the recruitment and retention of talented Executives to deliver the Group’s strategy by offering a package that is reflective of the individual’s skills,
experience and responsibility in the Group, whilst remaining competitive in relevant talent markets.
Operation
Base salaries are set by the Committee and reviewed on an annual basis. Base salaries are paid in cash on a monthly basis. Base salary levels are targeted at
market rates and benchmarked periodically against an appropriate peer group of other companies of a similar financial size and complexity to MotorK.
Opportunity Any changes for Executives take into account the individual’s skills, experience and performance, significant changes in responsibilities, together with market
practice and MotorK’s performance and pay practices.
The maximum level of basic salary will not be greater than the current salary as increased, typically in line with the market. If an individual is appointed at a lower
salary, for example, to reflect inexperience as a listed company director, larger increases may be awarded over future years as they prove their capability.
Performance measures N/A
Pension and benefits
Purpose and link to strategy Provides an appropriate structure of benefits on a cost-effective basis to aid attraction and retention of Executives.
Operation Benefits include provision of death, disability and medical insurance cover, Directors’ liability insurance, pension contributions, company car and IT equipment.
Opportunity Dependent on individual circumstances and the cost to the Company of providing the benefit.
The Company provides access to pension schemes based on local legal requirements or where provision is customary in a particular local market.
Employer pension contributions to Executives under the defined contribution arrangement and cash allowances in lieu of pension are made at the minimum level
required by law or best practice in the relevant jurisdiction.
Performance measures N/A
STIP Purpose and link to strategy To provide Executives with a reward for delivery of short-term financial, strategic and operational objectives.
Operation Executives may be eligible to participate in a discretionary short-term incentive scheme (every six months or annually).
The Committee oversees the setting of suitable short-term targets and performance measures.
Opportunity The maximum STIP opportunity under this Policy is 300% of base salary.
Performance below the threshold for each financial target results in zero payment in respect of that element. Payment rises from 0% to 100% of the maximum
opportunity for levels of performance between threshold and maximum with 75% of base salary normally payable for on-target performance.
Performance measures Subject to the achievement of certain targets relating to financial (including, but not limited to, revenues or adjusted EBITDA achievements) or operational
(including, but not limited to, customer satisfaction, geographical expansion, M&A execution) KPIs, depending on the role.
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LTIP Purpose and link to strategy To align the interests of Executives and shareholders in growing the value of the Group over the long term.
Operation LTIP grants are intended to be made annually and consist of Performance Stock Options (although Conditional Share Awards may also be used). These
Performance Stock Options will vest over three years in three equal tranches, to the extent the performance conditions are satisfied.
The exercise price of the Options will be equal to the market value of a share in the Company as at the date the Options are granted (potentially averaged over a
short period pre-grant). Once exercisable, Options may be exercised until the 10th anniversary of the date of grant. Shares acquired pursuant to the exercise of
Options will be subject to a holding period which expires on the fifth anniversary of the date the Option was granted, during which they may not be disposed of
(save to cover any tax or social security liabilities which arise on the acquisition of the shares).
The Committee retains flexibility, consistent with the rules of the LTIP, to grant Performance Share Awards. Any Performance Share Awards will vest over three
years in three equal tranches, but shares will only become eligible to be acquired by participants to the extent the performance conditions are satisfied. The same
holding period would apply as applies to Performance Stock Options.
Malus and clawback provisions apply (see details below).
Opportunity The number of Performance Stock Options to be granted and the recipients and quantum will be determined by the Board or Remuneration Committee. The
maximum value of Performance Stock Options which may be granted to an Executive Director in any particular financial year is equivalent to 720% of their base
salary as at the date of grant.
Should the Committee decide to grant Performance Share Awards, the maximum value of Performance Share Awards which may be granted to an Executive
Director in any particular financial year is equivalent to 300% of their base salary as at the date of grant.
If a combination of Performance Share Awards and Performance Stock Options is granted, the maximum value would be between 300% and 720% of base salary
as at the date of grant, adjusted in proportion to the type of award granted.
The Committee has the discretion to adjust the formulaic outcome to ensure it reflects the underlying performance of MotorK.
A payment equivalent to the dividends accrued on vested shares may be paid at the point of vesting (or in the case of options, exercise) in shares or cash.
Performance measures Vesting of LTIP awards is subject to the achievement of performance conditions as outlined below. Each of the performance conditions separately determines
part of the vesting of the LTIP award. The relative weighting of the performance conditions may be varied by the Committee to ensure the LTIP best supports
MotorK’s strategy.
The Committee will have discretion to set measures and weightings for awards to best support the strategy of the business at that time, provided that the vesting
of at least 80% of the LTIP award will be subject to financial-based performance conditions.
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Selection of performance targets
The performance-related elements of remuneration will take into account the Group’s risk policies and
systems and will be designed to align the Senior Executives’ interests with those of shareholders. The
Committee reviews the metrics used and targets set for all of the Group’s senior executives (not just the
Executive Directors) every year, in order to ensure that they are aligned with the Group’s strategy and to
ensure an appropriate level of consistency of arrangements amongst the Senior Executive Team.
All financial targets will (where appropriate) be set on a sliding scale. Non-financial targets are set based
on individual and management team responsibilities. The annual bonus plan performance metrics include
a mix of financial targets and non-financial objectives, reflecting the key annual priorities of the Group.
The financial metrics include Total Shareholder Return (TSR), which was chosen as it provides an external
assessment of the Company’s performance against a peer group. TSR also aligns the rewards received by
Executives with the returns received by shareholders.
The non-financial objectives will be measurable and based on individual and/or team performance and will
be consistent with the achievement of the Group’s strategy.
The Committee retains discretion to set targets for future awards, providing that, in the opinion of the
Committee, the new targets are no less challenging in light of the prevailing circumstances than those
set previously.
Loans
The Company does not provide any loans or guarantees to Executive Directors and the Executive
Management Team.
(c) Service agreements and policy on payments for loss of office
Executive Directors are appointed at the AGM for the duration of four years. The terms of service may be
terminated by the Executive Director with a notice period of six months and by the Company with a notice
period of six months or with the applicable statutory notice period. In case the Company terminates the
service agreement of an Executive Director (other than in cases of summary dismissal), the Executive Director
may be entitled in exceptional circumstances to a severance payment of up to one year’s base salary.
Leaver arrangements
The Company takes into account the terms of service including the variable remuneration plan rules,
market practice and the conduct of the individual when determining leaver arrangements. In addition to the
severance payment mentioned above, a leaving Executive Director may be eligible to retain or receive value
under their variable remuneration awards, in accordance with the plan rules.
Under the LTIP and the STIP, an Executive Director will be treated as a ‘good leaver’ if he or she leaves due to
death, injury, disability, retirement with the agreement of the Board, redundancy, a transfer of the business
unit in which he or she is employed to a third party, circumstances in which the Group company by which he
or she is employed ceases to be controlled by the Company, or such other reason as the Committee may in its
discretion decide.
STIP If the executive qualifies as a ‘good leaver’, the individual may remain eligible for
an STIP pay-out with respect to the year of termination on a pro-rated basis and
is payable after the end of the financial year.
LTIP Unvested LTIP awards normally lapse on termination of the service agreement,
however if the executive qualifies as a ‘good leaver’:
■ Vesting of the LTIP is subject to the application of the performance measures
at the end of the normal vesting period and will be on a pro-rated basis.
■ Vested awards will remain subject to a two-year holding period.
Change of control
In the event of a change of control of the Company:
■ Payments under the Annual Bonus plan are calculated on a pro-rated basis and are subject to the
application of the performance measures.
■ Vesting of the LTIP is subject to the application of the performance measures at the date of the event and
will normally be on a pro-rated basis.
Upon a change of control of the Company, the plans will automatically terminate and no further awards will
be made.
Outplacement services and legal fees and reimbursement of legal costs may be provided where appropriate.
Any statutory entitlements or sums to settle or compromise claims in connection with a termination would be
paid as necessary.
The term of appointment for Non-Executive Directors is four years and their appointments are subject to
termination on four months’ notice other than in cases of summary dismissal. If their position is terminated,
they are entitled to reimbursement of any outstanding fees and expenses.
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(d) Malus and Clawback Policy
LTIP awards may be recovered or reduced in cases of fraud, dishonesty or deceit, gross misconduct, conduct
which resulted in significant losses to a Group company, a material failure of risk management or other
corporate failure, a serious health and safety event or a material financial misstatement in the audited
financial results of the Group. The Committee may apply malus (revise incentive awards prior to vesting) and
clawback (reclaim incentive awards post vesting) to reduce an award or determine that it will not vest or only
vest in part.
Clawback may operate during the period of two years from the date an LTIP award pays out.
(e) Use of discretion
The Committee may apply its discretion in the execution of the remuneration policy or related incentive plans
when agreeing remuneration outcomes to help ensure that the implementation of our remuneration policy is
consistent with underlying Company performance and is equitable to all stakeholders.
If an event occurs which results in the annual bonus plan or LTIP performance conditions and/or targets being
deemed no longer appropriate by the Committee (e.g. a material acquisition or divestment), the Committee
will have the ability to adjust appropriately the measures and/or targets and alter weightings, provided that
the revised conditions or targets are not materially less difficult to satisfy (taking account of the relevant
circumstances).
Ultimately, the payment of any bonus is entirely at the discretion of the Committee. Equally, the operation
of share incentive schemes is at the discretion of the Committee.
(f) Approach to recruitment remuneration
Executive Directors’ base salary is set at a level appropriate to recruit a suitable candidate, taking into
account external market competitiveness and internal equity. The level of base salary may initially be
positioned below the mid-market of the relevant benchmark, with the intention of increasing it to around
the mid-market of the relevant benchmark after an initial period of satisfactory service.
Individuals will be able to receive a contribution to a pension plan in line with the policy.
The Committee will offer benefits in line with the policy for existing Executive Directors (but may consider
other benefits from time to time, including relocation expenses).
The Company’s policy is to give notice periods according to the applicable statutory notice period and in any
case no longer than six months.
(g) Non-Executive Directors’ Remuneration Policy
The purpose and strategy of the Company’s Non-Executive Directors’ Remuneration Policy is to provide
a competitive fee, which will attract and retain high-calibre individuals and reflects their relevant skills
and experience.
Fee levels for each role are determined after considering the responsibility of the role, the skills and knowledge
required and the expected time commitments are reviewed periodically considering the salary increase for
the general workforce and the level of fees paid by companies of a similar size and complexity.
Additional fees may be paid in relation to extra responsibilities undertaken and in exceptional circumstances,
if there is a temporary yet material increase in the time commitments for Non-Executive Directors.
The Company pays any reasonable expenses that a Non-Executive Director incurs in carrying out their
duties as a Director, including travel, Directors’ and Officers’ Liability Insurance, hospitality related and other
modest benefits, any tax liabilities thereon and the provision of advice relating to any such tax liabilities,
ifappropriate.
(h) Consultation and existing commitments
The Company and the Group may honour all obligations and commitments that were entered into prior
to this Directors’ Remuneration Policy taking effect. The terms of those pre-existing obligations and
commitments may differ from the terms of this Remuneration Policy and may include (without limitation)
obligations and commitments under service contracts, long-term incentive schemes (including previous
plans), pension and benefit plans.
Although employees are not consulted directly on Executive Directors’ Remuneration Policy, the Committee
takes into account the pay and employment conditions of other employees in the Group when setting the
remuneration of the Executive Directors.
The remuneration approach is applied consistently at levels below the Executive Directors. At senior levels,
remuneration is increasingly long term and ‘at risk’ with an increased emphasis on performance-related pay
and share-based remuneration.
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Chairman’s and Non-Executive Directors’ Letters of Appointment
The following table provides details of the terms of appointment for the Chairman and the current Non-Executive Directors:
Director Date of appointment Expected expiry date of current term
Amir Rosentuler (Chairman) 11 June 2021 End of the AGM to be held in 2025
Måns Hultman (Non-Executive) 22 August 2016 End of the AGM to be held in 2024
Laurel Charmaine Bowden (Non-Executive) 11 May 2023 End of the AGM to be held in 2027
Mauro Pretolani (Non-Executive) 22 August 2016 End of the AGM to be held in 2024
SECTION THREE: DIRECTORS’ REMUNERATION REPORT
Directors’ emoluments and compensation
Set out below are the Directors’ emoluments for the year ended 31 December 2023 and the year ended 31 December 2022: including the fees related to their roles and responsibilities within the Audit Committee,
Remuneration Committee and Selection and Nomination Committee. Directors’ emoluments reported below may not be totally paid as of 31 December 2023.
Name of Director
Salary and fees
(Euro)
Taxable benefits
(Euro)
Pension-related
benefits
(Euro)
Total fixed
remuneration
Annual bonus
(Euro)
Stock Options
Granted
(Euro)
Total variable
remuneration
Total 2023
(Euro)
Amir Rosentuler 334,108
1
– 60,430
2
394,538 – 192,183
3
192,183 586,721
Marco Marlia 200,000 4,280 26,596 230,876 75,000 103,819
4
178,819 409,695
Laurel Charmaine Bowden – – – – – – – –
Måns Hultman 37,500 – – 37,500 – – – 37,500
Mauro Pretolani 42,500 – – 42,500 – – – 42,500
1 It includes the remuneration of ILS 1,283,216 translated with the average exchange rate 2023 3.99 Euro/ILS paid by MotorK Israel and the fees related to its roles and responsibilities within Remuneration Committee and Selection and Nomination Committee for €12,500.
2 ILS 241,116 translated with the average exchange rate 2023 3.99 Euro/ILS.
3 140,955 option evaluated with FV determined on the basis of Black-Scholes method of €0.77 and 74,025 option was evaluated with FV determined on the basis of Black-Scholes method of €1.13. 74,025 is the total option granted net of 24,675 lapsed option as one out of the two performance conditions set
for such grant was not met.
4 91,875 shares evaluated with FV determined on the basis of Black-Scholes method of €1.13. 91,875 is the total option granted net of 30,625 lapsed option as one out of the two performance conditions set for such grant was not met.
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Name of Director
Salary and fees
(Euro)
Taxable benefits
(Euro)
Pension-related
benefits
(Euro)
Total fixed
remuneration
Annual bonus
(Euro)
Stock Options
Granted
(Euro)
Total variable
remuneration
Total 2022
(Euro)
Amir Rosentuler 356,423
1
– 57,110
2
413,533 – – – 413,533
Marco Marlia 200,000 4,369 24,526 228,895 75,000 133,994
3
208,994 437,889
Laurel Charmaine Bowden 2,500
4
– – 2,500 – – – 2,500
Måns Hultman 37,500 – – 37,500 – – – 37,500
Mauro Pretolani 42,500 – – 42,500 – – – 42,500
1 It includes the remuneration of ILS 1,205,222 translated with the average exchange rate 2022 3.53 Euro/ILS paid by MotorK Israel and the fees related to its roles and responsibilities within Audit Committee, Remuneration Committee and Selection and Nomination Committee for €15,000.
2 ILS 201,600 translated with the average exchange rate 2022 3.53 Euro/ILS.
3 174,018 shares evaluated with FV determined on the basis of Black-Scholes method of €0.77.
4 In April 2024, the director Laurel Charmaine Bowden waived the emoluments matured in FY2022 as a member of the Audit Committee.
Annual bonus
The objective of the annual bonus remuneration component is to ensure that the Executive Directors focus on realising their short-term operational objectives, leading to longer-term value creation.
Following the admission of the Company’s shares to Euronext Amsterdam, between the Directors of the Company, only the Chief Executive Officer participated in the annual bonus scheme and was eligible to earn an award
of up to 75% of salary, subject to the attainment of specific performance targets to be defined by the Board of Directors upon a proposal of the Committee. The table below summarises the bonus earned for theyear:
Name of Executive Director Bonus for 2023 Bonus for 2022
Marco Marlia 75,000 75,000
Scenario analyses of the possible outcomes of the variable remuneration element of the annual bonus described above and its effect on the remuneration of the CEO were conducted at the point of award. No other scenario
analyses have been undertaken by the Committee during the year ended 31 December 2023.
Pension
During the year ended 31 December 2023, Marco Marlia received pension contributions of €26,596 and Amir Rosentuler received pension contributions of €60,430.
Payments to past Directors
No payments were made to past Directors during the year ended 31 December 2023.
Payments for loss of office
No payments for loss of office were made during the year ended 31 December 2023.
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Long-term incentives
EMI Share Option Plan the “Original Share Option Plan”
In October 2021, with a number of years having elapsed since the original scheme was put in place, the
“Original Share Option Plan”, an amended version of the Group share option scheme (the EMI Share Option
Plan), was designed and implemented by the Company in anticipation of the listing of the Company’s shares.
The EMI Share Option Plan allows for options to be issued over ordinary shares, up to a maximum market
value of €3 million at the time of grant.
The option exercise price will usually be at fair market value of the shares at the time of grant. Total
options were awarded under the EMI Share Option Plan on admission of the Company’s shares to Euronext
Amsterdam equal to approximately 0.5% of the number of ordinary shares in issue at the time, with an
exercise price of €0.337 per share. The initial option awards have no performance conditions and vest over
a four-year period starting from the day of listing.
Following these grants, the Company has a total of 285,201 unvested options in issue pursuant to the
Original Share Option Plan and the EMI Share Option Plan, equating to approximately 0.7% of the issued
share capital as at 31 December 2023.
Omnibus Long Term Incentive Plan the “Omnibus LTIP” or “LTIP”
In October 2022, a new share-based Long Term Incentive Plan, the “Omnibus LTIP”, was adopted by the
Board of Directors further to the approval by the shareholders of the Remuneration Policy. The Omnibus
LTIP envisages various types of share-based incentives that can be granted to employees (including
Executive Directors) of the Company and its subsidiaries. The terms of the Omnibus LTIP are in line with
the remuneration policy.
Further to adoption of the Omnibus LTIP, between December 2022 and January 2023, the Board of Directors
awarded performance stock options to Executive Directors, executive management and to all other eligible
employees. The exercise price was set at the share market value at grant, ranging between €1.21 and €1.895.
The options will vest over a three-year period and the shares awarded further to exercise of the options will
be subject to a five-year holding period starting from the grant date.
Between February 2023 and December 2023, the Board of Directors awarded another tranche of
performance stock options to Executive Directors, executive management and to all other eligible employees.
The exercise price was set at the share market value at grant, ranging between €2.37 and €2.79.
Within the frame of the grants to Executive Directors and Executive Management, the Board of Directors
has made use of some discretion within the limits allowed by the Remuneration Policy. The most notable
concerned aspects were the exercise schedule, that is set in three equal instalments over the three-year
vesting period instead of in full at the end of it and the performance conditions. Stock options granted
between December 2022 and January 2023 are 100% linked to ARR growth of at least 25% in 2023. Stock
options granted between February 2023 and December 2023 are 75% linked to ARR growth of at least 30%
over the estimated 2022 EOY ARR to be achieved by 30 June 2024 and 25% lined to Reported cash EBITDA
for FY2023 to be equal or higher than -€10 million. Such second performance condition has not been met and
therefore 25% of options related to such grant have been lapsed. The value of the grants to the Executive
Directors, based on the market values at the grant date, were below the salary limits set in the remuneration
policy in respect of long-term incentives. Such performance condition has been met during FY2023.
Following these grants, the Company has a total of 1,194,729 unvested options in issue pursuant to the
Omnibus LTIP, equating to approximately 2.9% of the issued share capital as at 31 December 2023.
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Directors’ interest in shares
The interests of each person who was a Director of the Company (together with interest held by his or her connected parties) were:
Name of Director
Number of shares
at 31 December
2023
Number of shares
at 31 December
2022
Unvested share
options at
31 December
2023
Vested,
unexercised
share options
at 31 December
2023
Options
exercised in
the period
2023
Amir Rosentuler 120,000 120,000 167,995 1,310,964 –
Marco Marlia 5,481,580 5,481,580 207,887 58,006 –
Laurel Charmaine Bowden – – – – –
Måns Hultman – – – – –
Mauro Pretolani 138,400 138,400 – – –
The option awards held by each Director during the financial year ended 31 December 2023 and 2022 are as follows:
Name of Director
Number at
1 January
2023
Granted in
the period
2023
Exercised in
the period
2023
Number at
31 December
2023
Exercise price
(€)
Vesting
period/date
Marco Marlia 174,018 – – 174,018 1.64
Three years starting
from November 2022
Marco Marlia – 91,875
1
– 91,875 2.37
Three years starting
from June 2023
Amir Rosentuler 1,263,979 – – 1,263,979 0.01 November 2021
2
Amir Rosentuler – 140,955 – 140,955 1.21
Three years starting
from January 2023
Amir Rosentuler – 74,025
3
– 74,025 2.37
Three years starting
from June 2023
1 91,875 is the total option granted net of 30,625 lapsed option as one out of the two performance conditions set for such grant was not met.
2 Mr. Rosentuler was awarded 1,383,979 options pursuant to the EMI Share Option Plan all of which vested immediately prior to the Company’s initial public offering. On 5 November 2021, Mr. Rosentuler exercised 120,000 of his vested options and subscribed for 120,000 ordinary shares of €0.01 each in the
Company. From 31 December 2021, Mr. Rosentuler held 1,263,979 vested but unexercised stock options.
3 74,025 is the total option granted net of 24,675 lapsed option as one out of the two performance conditions set for such grant was not met.
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Corporate Governance continued
Name of Director
Number at
1 January
2022
Granted in
the period
2022
Exercised in
the period
2022
Number at
31 December
2022
Exercise price
(€)
Vesting
period/date
Marco Marlia – 174,018 – 174,018 1.64
Three years starting from
November 2022
Total Shareholder Return performance
The Committee has considered the requirement for a performance graph comparing the Company’s TSR with that of a comparable indicator. The Committee does not currently consider that including the graph will be
meaningful because the Company only listed in November 2021 and has not declared a dividend for the years ended 31 December 2022 and 2023. In addition, the remuneration of the Executives is not currently linked
to TSR.
Annual percentage change in remuneration of Directors and employees and internal pay ratio
The table below shows the percentage change in salary, taxable benefits and annual bonus set out in the figures of remuneration tables paid to each Director in respect of the 2022 and 2023 financial years compared to
that of the average pay of all employees of the Group:
Director
Salary/fees
% change
Benefits
% change
Annual bonus
% change
Amir Rosentuler (6%) – –
Marco Marlia – (2%) –
Laurel Charmaine Bowden (100%) – –
Måns Hultman – – –
Mauro Pretolani – – –
Average all employees (26%) 198% (41%)
The internal pay ratio is calculated based on the average 2023 remuneration of all Group employees vis-à-vis the 2023 remuneration of the CEO. The internal pay ratio for the year 2023 was 5.70 (4.24 in 2022) for the Chief
Executive Officer, Marco Marlia.
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Corporate Governance continued
Relative importance of spend on pay
The chart below shows the difference in actual expenditure between 2022 and 2023 on personnel costs
adjusted for all employees, in comparison to investments for future growth in R&D and M&A chosen as
a significant benchmark for this analysis due to its relevance for the strategic plans of the Group.
To date, no dividend has been paid by MotorK and there is no intention to pay a dividend at this stage as
all monies are being retained in the business for future investment.
Investments for future growth
1
Personnel costs
€0.6 million +€4.3 million
(+7%) +14.4%
2023: €9.4 million 2023: €34.2 million
(2022: €8.8 million) (2022: €29.9 million)
1 It is calculated as the amount of cash flow from investing activities – R&D reported in the Group cash movements for the year included in the
Financial and Operating Review section.
As the Directors have not recommended a dividend for 2023 or 2022, the Directors do not consider it
helpful to the interpretation of the relative importance of spend on pay data to include dividend data
in the above chart.
Statement of implementation of remuneration policy in the following financial year
Salary
The Committee will keep the level of salaries paid to its employees and Executive Directors under close
review and will set it at such a level in order to help achieve the overall objectives of the Policy and generate
long-term value for the Company and its shareholders through increased performance. Increases to salaries,
if deemed appropriate by either the Committee or employees discharging managerial duties within the
Group, will be determined and communicated to employees on an individual basis.
Annual bonus
The CEO will be eligible to earn an annual bonus of up to 75% of base salary in line with the previous year in
case the targets assigned are 100% achieved.
LTIP
The Committee will make awards to the Executives within the MotorK Plc Omnibus LTIP adopted by the
Board on 18 October 2022. Currently, with reference to grants awarded between December 2022 and
January 2023 the Committee decided to utilise one performance conditions – ARR growth of at least 25%
in 2023. With reference to grants awarded between February 2023 and December 2023 two performance
conditions have been set up: the first for 75% of the grant will be based on a Committed ARR achievement
and the second for the remaining 25% of the grant will be based on Cash EBITDA. The Committee reserves
the right to change such performance conditions as long as the revised conditions meet the requirements
of the Omnibus LTIP.
Non-Executive Directors’ remuneration
The Board has reviewed the Non-Executive Directors’ fee structure and has agreed a specific rate card
based on the roles and responsibilities of the Directors (see table below – annualised amounts, to be paid
out proportionately to the actual length of tenure in the year) to take effect from the listing of the Company
on 5 November 2021. Please refer to the table below for Directors’ emoluments in FY2023 (and comparative
data as at 31 December 2022:
Role – FY2023
Laurel Charmaine
Bowden
(Euro unit)
Måns Hultman
(Euro unit)
Mauro Pretolani
(Euro unit)
Chairman – – –
Non-Executive Director basic fee – 30,000 30,000
Additional fees – 7,500 12,500
Chairman of the Audit Committee – – 7,500
Chairman of the Remuneration Committee – 7,500 –
Chairman of the Selection and
Nomination Committee – – –
Member of the Audit Committee – – –
Member of the Remuneration Committee – – –
Member of the Selection and
Nomination Committee – – 5,000
Total – 37,500 42,500
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Corporate Governance continued
Role – FY2022
Laurel Charmaine
Bowden
(Euro unit)
Måns Hultman
(Euro unit)
Mauro Pretolani
(Euro unit)
Chairman – – –
Non-Executive Director basic fee – 30,000 30,000
Additional fees 2,500 7,500 12,500
Chairman of the Audit Committee – – 7,500
Chairman of the Remuneration Committee – 7,500 –
Chairman of the Selection and Nomination
Committee – – –
Member of the Audit Committee 2,500
1
– –
Member of the Remuneration Committee – – –
Member of the Selection and Nomination
Committee – – 5,000
Total 2,500 37, 500 42,500
1 In April 2024, the director Laurel Charmaine Bowden waived the emoluments matured in FY2022 as a member of the Audit Committee.
The remuneration report was approved by the Board on 15 April 2024 and signed on 16 April 2024 on its behalf by:
Måns Hultman
Chair of the Remuneration Committee and Director
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FINANCIAL STATEMENTS
Independent Auditor’s Report 84
Consolidated Statement of Profit and Loss and Other Comprehensive Income 93
Consolidated Statement of Financial Position 94
Consolidated Statement of Cash Flows 96
Consolidated Statement of Changes in Equity 97
Notes Forming Part of the Consolidated Financial Statements 99
MotorK Plc Statement of Financial Position 138
MotorK Plc Statement of Changes in Equity 139
Notes Forming Part of the MotorK Plc Financial Statements 141
Group Alternative Performance Measure 152
Company Information 156
Financial
Statements
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Financial Statements
INDEPENDENT AUDITOR’S REPORT
OPINION ON THE FINANCIAL STATEMENTS
In our opinion:
■ the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2023 and of the Group’s loss for the year then ended;
■ the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
■ the Parent Company financial statements have been properly prepared in accordance with UK Kingdom Generally accounting standards; and
■ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of MotorK Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit and Loss and
Other Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement Changes in Equity, and notes to the
financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
SEPARATE OPINION IN RELATION TO IFRSS AS ADOPTED BY THE EUROPEAN UNION
As explained in note 2 to the Group financial statements, the Group in addition to complying with its legal obligation to apply UK adopted international accounting standards, has also applied IFRSs as adopted by the
European Union.
In our opinion the Group financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2023 and of its consolidated financial performance and its consolidated cash
flows for the year then ended in accordance with IFRSs as adopted by the European Union.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting included:
■ A review of the Director’s assessment of going concern including the potential impact of the reduction of liquidity and its impact on year end cash.
■ An assessment of the appropriateness and accuracy of cash flow forecasts by comparison of historical performance versus budget.
■ A comparison of the historic and forecast cash usage relative to the existing and forecast funds available.
■ Consideration of the Director’s sensitivity analysis along with performing further sensitivities on the revenue, personnel costs trajectory, capitalisation of costs and their affect on the forecast covenant measurements.
■ A review of whether the disclosures are appropriate for the circumstances of the entity and provide sufficient information about the Group and its subsidiaries and the Directors’ consideration of their ability to continue
as a going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
Coverage 94% (2022: 99%) of Group profit before tax
98% (2022: 99%) of Group revenue
94% (2022: 99%) of Group total assets
Key audit matters Revenue recognition 2023 2022
Materiality Group financial statements as a whole
€870,000 (2022: €770,000 ) based on 2% (2022: 2%) of Revenue
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AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
Of the group’s 12 (2022: 19) reporting components, 2 (2022: 2) were identified as significant and material with full scope audit procedures being performed for group purposes and 6 (2022: 13) were identified as non-
significant but material where specific balances and risks were identified as being in scope for audit purposes. We conducted reviews of financial information (including enquiry) at a further 4 (2022: 4) not-significant or
immaterial components.
Members of the group audit team completed all audits except for 1 full scope audit which was audited by a local overseas BDO network member firm. The group audit team performed audit procedures on the group
consolidation process.
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on
the Group financial statements as a whole. Our involvement with component auditors included the following:
The group audit team controlled and directed the work of the component audit team. This included providing detailed audit instructions and setting of component materiality. The group audit team visited the component
team and management’s offices and reviewed the working papers of the component auditors. The group audit team also held video calls in order to attend component planning and completion calls together with open
dialogue maintained throughout the audit.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
■ Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks
within the annual report;
■ Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and
■ Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk assessment as to how the impact of the Group’s commitment as set out in the annual
report may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in the Directors’ going concern
assessment and in management’s judgements and estimates.
We also assessed the consistency of managements disclosures included as Other Information on page 89 with the financial statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks and related commitments.
INDEPENDENT AUDITOR’S REPORT CONTINUED
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition
Refer to the Accounting Policies of the Group in Note 5 for further
detail on the policies impacting revenue recognition together with
Note 7 detailing the estimation uncertainty over valuation of customer
contracts and Note 9 for the financial disclosure of revenue.
The amounts reported in relation to revenue represent
information of significant interest to many users of the financial
statements. This puts revenue at a greater risk of manipulation,
bias and misstatement.
As a software company the Annual Rateable Revenue (ARR) is a
Key Performance Indicator (KPI) of interest to investors; hence
there could be an incentive to manipulate this figure.
This ARR KPI is derived from December 2023 monthly
annualised live contracts. There is a risk that either this
calculation is manipulated or else contract commencing in 2024
are recognised earlier than they should be in the worn financial
year. We therefore considered this to be a key audit matter.
■ We obtained a sample of contracts to check that the revenue
recognition was in line with the contractual terms specifically
considering when control was passed to a customer for both licence
and maintenance revenues and the performance obligations had
been fulfilled;
■ Tested the percentage of revenue identified as maintenance revenue
back to support and benchmarked against market expectations;
■ A sample of new contracts signed around year end were selected and
the evidence obtained to test when their go-live SaaS performance
obligation had been met and hence when their revenue should have
been recognised;
■ Samples of recurring contracts were also selected to check they matched
the brought-forward invoicing pattern where still within the prior year
contract or else was been supported by a new executed contract;
■ We selected and obtained support for non-standard journals
to revenue;
■ Challenges were raised to management over the point when the
licence revenue “performance obligation” had been delivered;
■ We agreed a sample of accrued, deferred income and credit notes
to supporting documentation to check recorded in the correct period; and
■ We tested the ARR disclosure to check it was sufficiently well
explained, defined and reconciled. We tested the computational
accuracy of the ARR.
Key observations
We did not identify any indicators to suggest that the revenue
recognition was inappropriate.
INDEPENDENT AUDITOR’S REPORT CONTINUED
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OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions,
could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements Parent Company financial statements
2023 2022 2023 2022
Materiality €860,000 €770,000 €860,000 €420,000
Basis for determining
materiality
2% of Group revenue 2% of Group revenue Based on Group
allocated materiality
Based on Group
allocated materiality
Rationale for the
benchmark applied
We considered revenue to a key performance measure for users to evaluate the financial
performance of this business in its growth phase.
Calculated based on Parent materiality given the assessment of aggregation
risk for the Parent, which capped to the group materiality level.
Performance materiality €600,000 €501,000 €600,000 €273,000
Basis for determining
performance materiality
Performance materiality was set at 70% (2022: 65%) of materiality,
taking into account various factors including the expected total value
of known and likely misstatements, brought forward misstatements,
the number of material estimates, the spread of results within the group
and the expected use of sample testing.
Performance materiality for the Parent Company was set at 70%
(2022: 65%) of materiality taking into account various factors including
the expected total value of known and likely misstatements, brought forward
misstatements, and the number of material estimates.
Rationale for the percentage
applied for performance
materiality
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the Parent Company whose materiality is set out above, based on a percentage of 63% (2022: 90%) of
Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality for this component was €540k (2022: €732k). In the audit of each component, we
further applied performance materiality levels of 70% (2022: 65%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
INDEPENDENT AUDITOR’S REPORT CONTINUED
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Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of €34,000 (2022: €31,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
OTHER COMPANIES ACT 2006 REPORTING
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
■ the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
■ the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the Directors’ report.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
■ adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
■ the Parent Company financial statements are not in agreement with the accounting records and returns; or
■ certain disclosures of Directors’ remuneration specified by law are not made; or
■ we have not received all the information and explanations we require for our audit.
INDEPENDENT AUDITOR’S REPORT CONTINUED
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EUROPEAN SINGLE ELECTRONIC FORMAT (ESEF)
Motork Plc has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the marked-up consolidated financial statements as included in the reporting package by Motork Plc, complies in all material respects with the RTS on
ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby management combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF.
Our procedures included:
■ obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting package;
■ identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a
basis for our opinion including:
■ obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in
accordance with the technical specifications as included in the RTS on ESEF;
■ examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS
on ESEF.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
■ our understanding of the Group and the industry in which it operates;
■ discussion with management and those charged with governance including Audit Committee; and
■ obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be accounting standards, Euronext, Companies Act 2006, the Dutch listing Rules, Companies Act in the countries where the group operates and certain requirements
from tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines
or litigations. We identified such laws and regulations to Companies Act 2006, the Dutch listing Rules, Companies Act in the countries where the group operates and tax legislation.
Our procedures in respect of the above included:
■ review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
■ review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
■ review of financial statement disclosures and agreeing to supporting documentation; and
■ review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
■ enquiry with management and those charged with governance including Audit Committee regarding any known or suspected instances of fraud;
■ obtaining an understanding of the Group’s policies and procedures relating to:
■ detecting and responding to the risks of fraud; and
■ internal controls established to mitigate risks related to fraud.
■ review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
■ discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
■ performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
■ considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue and management override.
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STATEMENTS
Our procedures in respect of the above included:
■ assessing significant estimates made by management for bias ( see key audit matters);
■ testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
■ assessing significant estimates made by management for discount rate used as part of business acquisition; and
■ we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the Directors in estimates or judgements that represented a risk of
material misstatement due to fraud. To address the risk of fraud due to revenue recognition through our journals testing we obtained a list of journal entries to revenue and reviewed manual postings with values greater
than predetermined thresholds as set out in the key audit matters section of our report.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component engagement teams who were all deemed to have appropriate competence
and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component engagement teams, we also reviewed the result of their work performed in
this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent
Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Owen Pettifor (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Gatwick, UK
16 April 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
INDEPENDENT AUDITOR’S REPORT CONTINUED
OPINION ON THE FINANCIAL STATEMENTS
93
Financial Statements continued
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
€’000 Note
For theFor the
year endedyear ended
31 December31 December
20232022
Revenue
9
42 ,9 4 0
38,547
Cost for customers’ media services
10
7, 515
7, 0 2 8
Personnel costs
10
34, 201
2 9, 8 6 4
R&D capitalisation
10
(9 ,342)
(8 ,707)
Other operating costs
10
1 6,347
15 , 2 16
Amortisation and depreciation
10
8 , 741
8 ,0 13
Total costs
10
5 7, 4 62
5 1, 4 14
Operating loss
(14 , 5 2 2)
(12 , 8 6 7)
Finance expense
11
(1,0 97)
(1, 2 3 5)
Finance income
11
57
231
Loss before tax
(15 , 5 6 2)
(1 3 , 8 7 1)
Corporate income tax
12
2 , 315
(14 0)
Loss from continuing operations
(13 , 2 4 7)
(1 4 , 0 11)
Profit after income tax of discontinued operation
24
–
6,7 3 4
Loss for the period
(13 , 2 4 7)
(7, 2 7 7)
Attributable to:
Owners of the parent
(13 , 2 4 7)
(7, 27 7)
Other comprehensive loss
Actuarial (losses)/gain arising from remeasurement of liabilities for employee benefits that will not be subsequently remeasured to the income statement
20
(4 9)
679
Gains on exchange differences from translation of financial statements of foreign entities that will be reclassified subsequently to the income statement
28
77
12 6
Total comprehensive loss
(13, 219)
(6 , 47 2)
Attributable to:
Owners of the parent
(13 , 2 19)
(6 , 47 2)
Total comprehensive loss for the period attributable to owners of the parent arises from:
Continuing operations
(13 , 2 19)
(13 , 2 0 6)
Discontinued operations
24
–
6 ,73 4
Basic and diluted EPS
Loss for the period
26
(0 .33)
(0 .18)
Loss from continuing operations
26
(0 .33)
(0 . 35)
Profit from discontinued operations
26
–
0 .17
94
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
€’000 Note
Restated
As atAs at
31 December31 December
20232022
Intangible assets
13
4 6 , 47 7
36,757
Property, plant and equipment
14
4 ,5 57
5, 000
Investments in associates
15
3 , 53 8
3, 53 8
Non-current assets – security deposits
15
234
19 4
Non-current contract assets
16
5,65 4
7, 2 9 4
Non-current assets
60,460
52 ,78 3
Trade and other receivables
16
13 , 4 0 5
1 3,058
Contract assets
16
19,194
13 , 4 4 0
Cash and cash equivalents
17
3,50 9
19 ,223
Current assets
3 6 ,10 8
45 ,721
Total assets
96, 5 6 8
98,50 4
Trade and other payables
18
13 , 0 8 0
12 , 0 2 1
Tax payable
18
2, 573
3 , 8 42
Current financial liabilities*
19
10 , 6 55
1 , 0 74
Current lease liabilities
19
1 ,17 0
972
Provisions*
22
12 0
153
Current liabilities
2 7, 5 9 8
18 ,0 62
Employees’ benefit liability
20
2,3 09
1, 8 9 5
Deferred tax liabilities
21
1,7 9 1
1, 471
Non-current financial liabilities*
19
9,9 9 4
11, 4 6 3
Non-current lease liabilities
19
3 ,19 0
3,665
Provisions*
22
57
142
Non-current liabilities
17, 3 41
18 , 6 36
Total liabilities
4 4 ,9 3 9
36 , 698
* Restated. Please refer to page 106 for further details.
95
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€’000 Note
Restated
As atAs at
31 December31 December
20232022
Share capital
23
4 07
4 03
Share premium
23
6 9, 4 4 6
68,7 54
Merger reserve
23
3, 627
3, 627
Earn-out reserve
23
1, 5 87
798
Accumulated losses
23
(2 3 ,43 8)
(11 , 7 76)
Total equity
51, 6 29
61 , 8 0 6
Total liabilities and equity
96, 5 6 8
98,50 4
The notes on pages 99 to 137 form part of the Consolidated Financial Statements. The Consolidated Financial Statements on pages 93–98 were approved and authorised for issue by the Board of Directors on 15 April 2024
and were signed on 16 April 2024 on its behalf by:
Marco Marlia
Chief Executive Officer
16 April 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONTINUED
96
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CONSOLIDATED STATEMENT OF CASH FLOWS
€’000
For theFor the
year endedyear ended
31 December 31 December
20232022
Loss for the period from continuing operations
(13 , 2 4 7)
(1 4 , 0 11)
Profit for the period from discontinued operations
–
6 ,73 4
Adjustments for:
Depreciation of property, plant and equipment
1 ,4 23
1, 2 0 0
Amortisation of intangible fixed assets
7, 3 1 8
6 ,8 13
Gain from discontinued operations
–
(7, 76 7)
Finance income
(57)
(2 3 1)
Finance expense
1, 0 9 7
1, 2 35
Income tax (credit)/expense
(2 , 315)
14 0
Share-based payment expense
1,2 0 2
1, 5 43
Earn-out accrual
2,0 48
1,879
Other non-monetary movements
(111)
12 6
Cash outflow (used in) operating activities before changes
in net working capital
(2 , 6 42)
(2 , 3 39)
(Increase) in trade and other receivables and contract assets
(3 ,9 5 4)
(9,12 7)
Increase in trade and other payables
1, 2 10
1, 8 6 5
(Decrease)/increase in provisions and employee benefits
(13 7)
58 8
Cash outflow (used in) operations
(5, 5 23)
(9, 0 13)
Income taxes paid
(7 12)
(15 0)
Net cash flows (used in) operating activities
(6 , 2 3 5)
(9 ,1 6 3)
€’000
For theFor the
year endedyear ended
31 December 31 December
20232022
Investing activities
Cash outflow on acquisition of subsidiaries (net of cash acquired)
(3 , 8 81)
(8 , 4 67)
Purchase of intangible assets*
(9, 3 5 8)
(8 , 76 0)
Purchases of property, plant and equipment
(92)
(315)
Non-current assets – security deposits
(4 0)
(74)
Proceeds from disposal of assets available for sale
–
4 , 0 11
Net cash (used in) investing activities
(1 3 , 3 7 1)
(13 , 6 0 5)
Financing activities
Proceeds for issue of shares
3 ,15 3
–
Buy-back programme
(2 , 3 0 6)
(69 4)
Bank loans repaid
(47)
(5 2 1)
New bank and loan with other financial institutions
4, 8 31
2 ,1 5 0
Capital element of lease liabilities repaid
(1 ,12 6)
(927)
Interest paid on bank and other loans
(40 2)
(1 ,1 3 0)
Interest paid on lease liabilities
(2 11)
(14 4)
Net cash from/(used in) financing activities
3,8 92
(1 , 2 6 6)
Net decrease in cash and cash equivalents
(15 ,7 14)
(24 , 0 3 4)
Cash and cash equivalents at beginning of period
19, 2 2 3
4 3, 257
Cash and cash equivalents at end of period
3, 50 9
1 9, 2 2 3
* In FY2023 it includes €9.3 million of internally generated assets additions (€8.7 million in FY2022) and €15 thousand of direct purchase additions (€53 thousand in FY2022).
97
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
€’000
Total
attributable to
Share Share Merger Earn-out Accumulated equity holders
capitalpremiumreservereservelossesof parent
1 January 2022
403
72 ,75 4
1, 39 7
–
(1 0 ,1 5 7)
64,39 7
Loss for the period
–
–
–
–
(7, 27 7)
(7, 27 7)
Other comprehensive loss
Translation reserve
–
–
–
–
12 6
12 6
Defined benefit pension scheme
–
–
–
–
679
679
Total comprehensive loss for the year
–
–
–
–
(6 , 47 2)
(6 , 47 2)
Contributions by and distributions to owners
Issue of shares
4
–
2,230
–
–
2,2 34
Share-based payment
–
–
–
–
1, 5 43
1, 5 4 3
Shares to be issued
–
–
–
79 8
–
798
Buy-back programme
1
(4)
–
–
–
(69 0)
(694)
Capital reduction
–
(4, 000)
–
–
4, 000
–
Total contributions by and distributions to owners
–
(4, 000)
2, 23 0
7 98
4, 853
3,8 81
31 December 2022
4 03
6 8,75 4
3 , 627
7 98
(11 , 7 7 6)
61 , 8 0 6
1 MotorK bought its own shares and cancelled them.
98
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€’000
Total
attributable to
Share Share Merger Earn-out Accumulated equity holders
capitalpremiumreservereservelossesof parent
Loss for the period
–
–
–
–
(13 , 2 4 7)
(13 , 24 7)
Other comprehensive loss
Translation reserve
–
–
–
–
77
77
Defined benefit pension scheme
–
–
–
–
(49)
(49)
Total comprehensive loss for the year
–
–
–
–
(13, 219)
(13 , 219)
Contributions by and distributions to owners
Issue of shares
1
18
4 , 692
–
(2 0 4)
–
4,5 06
Share-based payment
–
–
–
–
1, 20 2
1, 2 0 2
Share-based payment exercised
–
–
–
–
(1, 3 53)
(1, 3 53)
Shares to be issued
–
–
–
9 93
–
9 93
Buy-back programme
2
(14)
–
–
–
(2, 292)
(2 , 3 0 6)
Capital reduction
–
(4, 000)
–
–
4, 000
–
Total contributions by and distributions to owners
4
692
-
78 9
1, 5 57
3, 0 42
31 December 2023
4 07
69,4 4 6
3,627
1, 5 87
(23, 4 3 8)
51, 62 9
1 Please refer to Note 23 for further details.
2 MotorK bought its own shares and cancelled them.
Share capital represents the nominal value of the share capital subscribed for.
Share premium represents amounts subscribed for share capital in excess of nominal value less related costs of share issues.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED
99
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
MotorK Plc (the Company or the Parent Company) is a Company incorporated in the UK. The registered office is on
the 5th Floor, One New Change, London, England, EC4M 9AF, listed from November 2021 on Euronext Amsterdam.
The Company and its subsidiaries (the Group or MotorK Group) is a leading SaaS provider for the
automotive retail industry in the EMEA region.
The Group offers a cloud-based holistic SaaS platform (named SparK) to support the full vehicle lifecycle and
the entire customer journey. SparK can be used to manage the digital presence of a small single showroom
dealer as well as support the sales and marketing functions of a regional network of franchise dealerships for
an automotive OEM across EMEA.
As of 31 December 2023, the main shareholders of the Parent Company are 83 North, who directly holds
approximately 19.3% of the share capital, Lucerne, who holds approximately 15% of the share capital and
the original founders Marco Marlia (CEO of the Group), Marco De Michele, and Fabio Gurgone own roughly
13% each of the share capital.
These consolidated financial statements as of and for the year ended 31 December 2023, together with the
notes thereto, have been prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with adopted IFRS Accounting Standards requires
the use of certain critical accounting estimates. It also requires Group management to exercise judgment in
applying the Group’s accounting policies. The areas where significant judgments and estimates have been
made in preparing the financial statements and their effect are disclosed in note 7.
On 31 December 2020, the EU-adopted IFRS was brought into UK law and became UK-adopted international
accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with UK-adopted international accounting
standards and with International Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRSs) as adopted by the European Union (Adopted IFRSs) and with those parts
of the Companies Act 2006 applicable to companies preparing their financial statements under IFRSs.
2.1 Form and content of the consolidated financial statements
The format of the consolidated financial statement and related classification criteria adopted by the Group
(among the options available under IAS 1 – Presentation of financial statement) are as follows:
■ the consolidated statement of financial position shows current and non-current assets separately, and
current and non-current liabilities in the same way;
■ the consolidated statement of profit and loss and other comprehensive income shows a classification of
costs by nature; and
■ the consolidated statement of cash flow was prepared using the indirect method.
The Group has chosen to prepare a comprehensive income statement that includes, in addition to the
result for the period, other amounts that, in accordance with the international accounting standards, are
recognised directly in other comprehensive income separately from those relating to operations with the
Group’s shareholders.
The templates used, as specified above, are those that best represent the Group’s economic, equity and
financial situation. The consolidated financial statements are prepared in Euro (which is also the presentation
currency), rounded to the nearest thousand. They are prepared on the historical cost basis with the
exception of certain items, which are measured at fair value as disclosed in the accounting policies below.
The preparation of the financial statements requires management to make judgements, estimates, and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income,
and expenses. Actual results may differ from these estimates.
100
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2. BASIS OF PREPARATION CONTINUED
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects current and future periods.
2.2 Subsidiaries of MotorK Plc included in the consolidated financial statements
The consolidated financial statements include the financial statements of the Parent Company, MotorK Plc,
and its subsidiaries. Where necessary, specific adjustments were made at the consolidated level to standardise
the Group’s financial statements to the UK-adopted International Accounting Standards.
Below, we report the list of companies included in consolidated financial statements prepared by the Parent
Company, MotorK Plc, as at 31 December 2023, indicating the share capital held by the Group. MotorK Italia
S.r.l. is directly controlled by MotorK Plc. All the other subsidiaries are indirectly controlled.
Country of Proportion of ownership
incorporation interest at
and principal
place of
Name business
2023
2022
2021
MotorK Italia S.r.l.
Italy
100%
100%
100%
MotorK Spain Gestiones Comerciales SL
Spain
100%
100%
100%
MotorK Deutschland GmbH
Germany
100%
100%
100%
MotorK France Sarl
France
100%
100%
100%
For Business S.r.l.
Italy
100%
100%
100%
MotorK Israel Ltd
Israel
100%
100%
100%
DealerK Technology Solutions, Unipessoal Lda
Portugal
100%
100%
100%
DriveK Italia S.r.l.
Italy
100%
100%
100%
FusionIT NV
Belgium
100%
100%
–
FranceProNet SaS
4
France
–
100%
–
SFD SaS
4
France
–
100%
–
ICO International GmbH
Germany
100%
100%
–
AutoXY SpA
Italy
20%
20%
–
3W Net Sarl
1
France
–
–
–
Country of Proportion of ownership
incorporation interest at
and principal
place of
Name business
2023
2022
2021
Fidcar SAS
2
France
–
–
100%
Liotey Sarl
2
France
–
–
100%
PDA DAPDA SL
3
Spain
–
–
100%
DAPDA Media SL
3
Spain
–
–
100%
DriveK France SAS
5
France
–
–
100%
DriveK Solution SL
5
Spain
–
–
100%
GestionaleAuto.com S.r.l.
Italy
100%
–
–
1 Merged into MotorK France starting from 1 June 2021.
2 Merged into MotorK France starting from 1 January 2022.
3 Merged into MotorK Spain starting from 1 January 2022.
4 Merged into MotorK France starting from 1 January 2023.
5 Transferred to Auto XY S.p.A. in the context of the selling of the DriveK business unit completed in December 2022. For further details, please refer to
the Annual Report 2022.
During the financial year 2023, the consolidation area changed as a result of the following operations:
■ On 16 June 2023, MotorK Group completed the acquisition of GestionaleAuto.com S.r.l. Founded in 2004,
GestionaleAuto.com is a prominent SaaS player in the Italian digital automotive retail market. The company
provides car dealers with a comprehensive suite of digital solutions focused on multi-publishing stock
management, omnichannel digital showroom capability, and lead generation and follow-up. The acquisition
of GestionaleAuto.com aligns with Group M&A strategy to consolidate the market and strengthen its
leadership position in Europe’s digital automotive retail market.
■ Merger of FranceProNet SaS and SFD SaS into MotorK France with accounting and tax effects effective
from January 2022 aiming at simply the legal entities structure and organisations in France.
All the companies mentioned above are included in the consolidated financial statements from the date on
which control is transferred to the Group or from the date in which they have been incorporated.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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2. BASIS OF PREPARATION CONTINUED
The registered offices of the companies disclosed above is as follows:
MotorK Italia S.r.l.
Via Ludovico D’Aragona, 9 – 20132 Milan, Italy
MotorK Spain Gestiones Calle Muntaner 305 Planta PR Puerta 2 – 08021 – Barcelona, Spain
Comerciales SL
MotorK Deutschland GmbH
Destouchesstr. 68 – 80796 – München, Germany
MotorK France Sarl
168, Avenue Charles De Gaulle 9220 Neuilly-sur-Seine – Paris, France
For Business S.r.l.
Via Ludovico D’Aragona, 9 – 20132 Milan, Italy
MotorK Israel Ltd
3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions,
Unipessoal Lda
Avenida de República n50, 10 – 1069 – 211 Lisbon, Portugal
DriveK Italia S.r.l.
Via Ludovico D’Aragona, 9 – 20132 Milan, Italy
FusionIT NV
Mechelsesteenweg 203 box 2, 2018 Antwerp, Belgium
ICO International GmbH
Berner Straße 107 – 60437 Frankfurt am Main, Germany
AutoXY SpA
Via Maremonti n. 41– Lecce, Italy
GestionaleAuto.com Srl
Viale Asiago n. 113 – Bassano del Grappa, Italy
2.3 Basis for consolidation
The criteria used by the Group to define the consolidation area and the relative consolidation principles are
shown below. The financial statements of foreign companies are translated into Euro using the functional
currency concept, under which asset and liability items are translated at the closing rate. With the exception
of income and expenses recognised directly in equity, equity is translated at historical rates. The resulting
foreign exchange differences are recognised in other comprehensive income until disposal of the subsidiary
concerned, and are presented as a separate item in equity.
Subsidiaries
The subsidiary companies are those companies that the Group controls. The Group controls a company
when it is exposed to the variability of the company’s results and has the power to influence these results
through its power over the company. Generally, it is assumed that control exists when the Company directly
or indirectly holds more than half of the voting rights, taking into account the potential exercised or
converted voting rights.
Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on
which control is transferred to the Group. On the other hand, they are excluded from consolidation starting
from the date on which this control is terminated.
Associates companies
Associates are companies over which the Group has significant influence, which is presumed to exist when
the investment represents 20% to 50% of the voting rights.
Under the equity method, the investments are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the profit/(loss) and other comprehensive income/(loss) of the investee.
The Group’s share of the investee’s profit/(loss) is recognised in the consolidated income statement.
Distributions received from an investee reduce the carrying amount of the investment. Post-acquisition
movements in other comprehensive income/(loss) are recognised in other comprehensive income/(loss)
with a corresponding adjustment to the carrying amount of the investment.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of
the Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
When the Group’s share of the losses of an associate exceeds the Group’s interest in that associate, the
Group discontinues recognising its share of further losses. Additional losses are provided for, and a liability
is 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 the investment ceases to be an associate or when it is classified as available-for-sale.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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2. BASIS OF PREPARATION CONTINUED
Assets held for disposal
Non-current assets or disposal groups whose book value will be recovered mainly through sale rather than
through their continuous use are classified as held for sale and are shown separately from other assets and
liabilities in the Consolidated Statement of Financial Position.
Non-current assets or disposal groups classified as held for sale are first recognised in accordance with the
specific reference IFRS applicable to each asset and liability, and subsequently recognised at the lower of the
carrying amount and the related fair value, net of sale costs. Any subsequent losses in value are recognised
directly as an adjustment to current assets or disposal groups classified as held for sale with a balancing
entry in the income statement. On the other hand, a reversal is recorded for each subsequent increase in the
fair value of an asset less sales costs, but only up to the amount of the impairment loss previously recognised.
In accordance with the provisions of IFRS 5 (Non-current assets held for sale and discontinued operations),
non-current assets classified as held for sale or part of a group held for sale are not amortised. Financial
charges and other expenses attributable to the liabilities of a disposal group classified as held for sale must
continue to be recognised.
Business combinations
Business combinations are recorded according to the acquisition method.
According to this method:
■ the amount transferred in a business combination is measured at fair value, calculated as the sum of the
fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and
of the equity instruments issued in exchange for control of the acquired company. The charges ancillary to
the transaction are recorded on the income statement at the time in which they are incurred;
■ the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an
exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or
equity instruments relating to share-based payments of the acquired company or payments based on
shares relating to the Group issued to replace contracts for the company acquired, and assets (or groups
of assets and liabilities) held for sale, which are instead valued according to their relevant principle;
■ goodwill is calculated as the excess between the sum of the considerations transferred in the business
combination, the value of the net equity pertaining to non-controlling interests and the fair value of any
equity investment previously held in the company acquired compared to the fair value of the net assets
acquired and liabilities assumed at the acquisition date. If the value of the net assets and liabilities
acquired at the acquisition date exceeds the sum determined above, the excess is immediately recognised
in the income statement as income deriving from the transaction; and
■ any considerations subject to conditions provided for by the business combination contract are valued
at fair value on the acquisition date and included in the value of the amounts transferred in the business
combination for the purpose of calculating the goodwill.
3. GOING CONCERN
In preparing the financial statements, management has the applied going concern principle based on
its assessment of the Company’s ability to continue as a going concern. In making such an assessment,
management has considered the cash injection achieved in the first month of FY2024 due to the capital rise
of €12.3 million and the new tranche of the ATEMPO loan for €5 million, the expectation of the Company’s
future performance and the excellent results in terms of growth during 2023.
Management has prepared a three-year Business Plan covering the period 2024–2026 (that includes
inflation assumptions on salaries) showing that the Company has the resources to cover its financial need
for the foreseeable future. As per the Business Plan, during FY2024 it is forecasted to burn a certain amount
of cash so that cash and cash equivalents at year end 31 December 2024 will land in a positive territory with
last quarter of FY2024 and FY2025 showing a stabilisation towards cash flow breakeven. Management is also
currently under discussion to obtain further flexibility on cash needs with the use of some instruments to finance
working capital. Such instruments will ensure that even a worst case scenario of a 10% reduction in recurring
billings during the year, as shown in the sensitivity analysis, will have limited impact on the Group’s cash position
to 12 months from approval date of the accounts with no substantial effect on going concern assessment.
Doing the going concern assessment, Management has also considered the potential impacts of the conflict
between Russia and Ukraine, the conflict in Israel, the inflation rate, the increase of commodities prices and of cost
of living in the markets where the Group operates. Such elements have been taken into account and reflected in the
aforementioned Business Plan. Due to the nature of MotorK, key digital supplier of our customers, management
concluded that such elements do not have a significant impact on going concern assessment.
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4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2023 AND INTERPRETATIONS
APPLICABLE AT A FUTURE DATE
4.1 New standards and amendments effective from 1 January 2023
The following new standards and amendments effective from 1 January 2023 were adopted by the Group for
the preparation of these Consolidated Financial Statements.
■ In February 2021, the IASB issued amendments to IAS 1 –
Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting Policies,
which require companies to disclose their material
accounting policy information rather than their significant accounting policies and provide guidance on
how to apply the concept of materiality to accounting policy disclosures. These amendments are effective
on or after 1 January 2023. The Group has revisited the disclosure of accounting policies and only disclose
the ones considered material for management.
■ In February 2021, the IASB issued amendments to IAS 8 –
Accounting Policies, Changes in Accounting
Estimates and Errors: Definition of Accounting Estimates,
which clarify how companies should distinguish
changes in accounting policies from changes in accounting estimates. These amendments are effective
on or after 1 January 2023. The Group has revisited the disclosure of accounting policies and only disclose
the ones considered material for management.
■ In May 2021, the IASB issued amendments to IAS 12 –
Income Taxes: Deferred Tax Related to Assets
and Liabilities Arising From a Single Transaction
that clarify how companies account for deferred tax on
transactions such as leases and decommissioning obligations. These amendments are effective on or
after 1 January 2023. There was no significant effect from the adoption of these amendments.
■ In December 2021, the IASB issued amendments to IFRS 17 –
Insurance Contracts: Initial Application of
IFRS 17 and IFRS 9 – Comparative Information
, which provides a transition option relating to comparative
information about financial assets presented on initial application of IFRS 17. The amendment is aimed
at helping entities to avoid temporary accounting mismatches between financial assets and insurance
contract liabilities, and therefore improve the usefulness of comparative information for users of financial
statements. The amendment is effective on or after 1 January 2023. There was no significant effect from
the adoption of these amendments.
■ In May 2023, the IASB issued amendments to IAS 12 –
Income taxes: International Tax Reform – Pillar
Two Model Rules
to clarify the application of IAS 12 –
Income taxes
to income taxes arising from tax
law enacted or substantively enacted to implement the Organisation for Economic Co-operation and
Development/G20 Inclusive Framework on Base Erosion and Profit Shifting Pillar Two model rules (Pillar
Two income taxes). The amendments introduce: (i) a mandatory temporary exception to the accounting
for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules, which was
effective immediately upon issuance of the amendment; and (ii) disclosure requirements for affected
entities to help users of the financial statements better understand an entity’s exposure to Pillar Two
income taxes arising from that legislation, particularly before the effective date of the Pillar Two model
rules, which apply for annual reporting periods beginning on or after 1 January 2023. There was no
significant effect from the adoption of these amendments.
4.2 New standards, amendments and interpretations not yet effective
The standards, amendments and interpretations issued by the IASB that will have mandatory application in
2024 or subsequent years are listed below:
■ In January 2020, the IASB issued amendments to IAS 1 –
Presentation of Financial Statements:
Classification of Liabilities as Current or Non-Current
to clarify how to classify debt and other liabilities
as current or non-current, and in particular how to classify liabilities with an uncertain settlement
date and liabilities that may be settled by converting to equity. These amendments are effective
on or after 1 January 2024. The Group does not expect any material impact from the adoption of
these amendments.
■ In September 2022, the IASB issued amendments to IFRS 16 –
Leases
:
Liability in a Sale and Leaseback
to improve the requirements for sale and leaseback transactions, which specify the measurement of the
liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any
amount of the gain or loss that relates to the right of use it retains. These amendments are effective
on or after 1 January 2024. The Group does not expect any material impact from the adoption of
these amendments.
■ In October 2022, the IASB issued amendments to IAS 1 –
Presentation of Financial Statements:
Non-current Liabilities with Covenants
, which clarify how conditions with which an entity must comply
within 12 months after the reporting period affect the classification of a liability. These amendments are
effective on or after 1 January 2024. The Group does not expect any material impact from the adoption
of these amendments.
■ In May 2023, the IASB issued amendments to IAS 7 –
Statement of Cash Flows
and IFRS 7 –
Financial
Instruments: Disclosures: Supplier Finance Arrangements
, which introduce new disclosure requirements to
enhance the transparency and usefulness of the information provided by entities about supplier finance
arrangements and are intended to assist users of financial statements in understanding the effects of
supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The
amendments are effective on or after 1 January 2024. The Group is evaluating the potential impact from
the adoption of these amendments.
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APPLICABLE AT A FUTURE DATE CONTINUED
4.2 New standards, amendments and interpretations not yet effective continued
■ In August 2023, the IASB issued amendments to IAS 21 –
The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability
to clarify how an entity has to apply a consistent approach to assessing
whether a currency is exchangeable into another currency and, when it is not, to determine the exchange
rate to use and the disclosures to provide. These amendments are effective on or after 1 January 2025.
The Group does not expect any material impact from the adoption of these amendments.
■ In June 2023 the International Sustainability Standards Board (ISSB) issued its first two IFRS
®
Sustainability Disclosure Standards, IFRS S1 General Requirements for Disclosure of Sustainability-
related Financial Information and IFRS S2 Climate-related Disclosures. The objective of IFRS S1 is to
require an entity to disclose information about its sustainability-related risks and opportunities that is
useful to users of general purpose financial reports in making decisions relating to providing resources to
the entity. The objective of IFRS S2 is to require an entity to disclose information about its climate-related
risks and opportunities that is useful to users of general purpose financial reports in making decisions
relating to providing resources to the entity. The Group is evaluating the potential impact from the
adoption of these amendments.
5. MATERIAL ACCOUNTING POLICIES
Internally generated intangible assets (development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
1. it is technically feasible to develop the product for it to be sold;
2. adequate resources are available to complete the development;
3. there is an intention to complete and sell the product;
4. the Group is able to sell the product;
5. sale of the product will generate future economic benefits; and
6. expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the
products developed (three years).
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal
projects are recognised in the Consolidated Statement of Comprehensive Income as incurred. Development costs
incurred on an existing assets are capitalised only in case such costs increment the functionality of the asset .
Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value
of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount
of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair
value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition
date fair value and, in the case of contingent consideration classified as a financial liability, remeasured
subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the
Consolidated Statement of Comprehensive Income. Where the fair value of identifiable assets, liabilities
and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the
Consolidated Statement of Comprehensive Income on the acquisition date.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low
value assets; and leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on
commencement of the lease is used. Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
Impairment of non-financial assets with indefinite useful economic lives
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken
annually at the financial year end. Other non-financial assets are subject to impairment tests whenever
events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the
carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less
costs to sell), the asset is written down accordingly .
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5. MATERIAL ACCOUNTING POLICIES CONTINUED
Impairment of non-financial assets with indefinite useful economic lives continued
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is
carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash
flows; its CGUs. Goodwill is allocated on initial recognition to each of the Group’s CGU (Cash-generating
Unit) that are expected to benefit from a business combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously
recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.
Foreign currency
The Group’s consolidated financial statements are presented in Euros, which is also the Parent Company’s
functional currency. For each entity, the Group determines the functional currency and items included in the
financial statements of each entity are measured using that functional currency. The Group uses the direct
method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or
loss reflects the amount that arises from using this method.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency
spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss with
the exception of monetary items that are designated as part of the hedge of the Group’s net investment
in a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time,
the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange
differences on those monetary items are also recognised in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or
loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part
of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration,
the date of the transaction is the date on which the Group initially recognises the nonmonetary asset or
non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in
advance, the Group determines the transaction date for each payment or receipt of advance consideration.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into Euros at the rate of
exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange
rates prevailing at the dates of the transactions. The exchange differences arising on translation for
consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to
that particular foreign operation is reclassified to profit or loss. Any goodwill arising on the acquisition of a
foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on
the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of
exchange at the reporting date.
Financial assets
The Group’s financial assets are classified on the basis of the business model adopted to manage them and
the characteristics of the related cash flows.
a) Financial assets valued at amortised cost
Financial assets that have been verified to meet the following requirements are classified in this category:
(i) the asset is held within a business model whose objective is possession of the asset to collect contractual
financial flows; and
(ii) the contractual terms of the asset include cash flows represented solely by payments of principal and
interest on the principal amount to be repaid.
These are receivables from customers, loans other receivables and cash and cash equivalent.
The investments in associated companies are accounted for using the equity method.
Trade receivables that do not contain a significant financial component are recognised at the price defined
for the related transaction (determined in accordance with the provisions of IFRS 15 –
Revenues from
Customer Contracts
).
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5. MATERIAL ACCOUNTING POLICIES CONTINUED
Financial assets continued
a) Financial assets valued at amortised cost continued
Other receivables and loans are initially recognised in the financial statements at their fair value increased by
any directly attributable accessory costs to the transactions that generated them. At the time of subsequent
measurement, financial assets are shown at amortised cost, with the exception of loans that do not contain
a significant financial component, using the effective interest rate. The effects of this measurement are
recognised as a financial income component.
The Group values receivables by adopting an expected loss impairment model.
For trade receivables the Group adopts a simplified approach, which does not require periodic changes to the credit
risk to be reported, but rather an expected credit loss (ECL) calculated on the entire ECL lifetime to be recorded.
In particular, the policy implemented by the Group involves the stratification of receivables, which are broken
down by homogeneous risk categories. Different write-down percentages are applied to these categories,
which reflect the likelihood of them being recovered. These are based on historical percentages and on
any forward-looking data, which may impact the reasonable likelihood of them being recovered. Trade
receivables are written down in full if they are not reasonably likely to be recovered (e.g. overdue past a
certain point, bankruptcy and/or start of legal action).
Write-downs carried out in accordance with IFRS 9 are recognised in the consolidated income statement net
of any positive effects related to releases or restorations of value and are represented under operating costs.
Financial liabilities
Financial liabilities include financial payables, payables for leases, trade payables, provisions, bank loans,
other loans and other payables.
Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable
transaction costs and are subsequently measured at amortised cost using the effective interest rate method.
If there is a change in the expected cash flows, the value of the liabilities is recalculated to reflect this change
based on the current value of the new expected cash flows and the initially determined internal rate of return.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on
commencement of the lease is used. Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course
of business. Trade payables are classified as current liabilities if they are paid within one year of the balance
sheet date. Otherwise, these payables are classified as non-current liabilities.
Trade and other payables are initially recognised at fair value and subsequently measured using the
amortised cost method. Contingent consideration classified as financial liabilities are measured at fair value
through profit and loss (“FVTPL”). Ancillary costs incurred on recognition of the liability are immediately
recognised in the consolidated income statement. On subsequent measurement, FVTPL financial liabilities
are measured at fair value.
Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is
extinguished, cancelled or fulfilled.
With reference to the derecognition of a financial liability, new records must be created for its extinction
and the recognition of a new liability if the contractual terms are substantially different. The terms are
considerably different if the actualised value of the financial flow under the new terms, including any fee
paid net of the fee received and actualised using the original interest rate, are at least 10% different from
the actualised value of the remaining financial flows of the original financial liability. If the exchange of debt
instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded
as income or losses associated with the extinction. If the exchange or modification are not recognised as
extinction, any costs or fees sustained will adjust the accounting value of the liability and will be amortised
over the remaining term of the liability in question.
Prior year restatement
The prior year statement had presented €551 thousand within Provisions (Current liabilities) of which
€398 thousand should have been within Current financial liabilities and €3,987 thousand within Provision
(Non-current liabilities) of which €3,845 thousand should have been within Non-current financial liabilities.
This has been restated in the current year presentation of the comparative statement of financial position. The
classification has been revised to present such contingent consideration measured at fair-value through profit or
loss rather than amortised cost. The restatement does not impact total net assets and profit for the relevant year.
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5. MATERIAL ACCOUNTING POLICIES CONTINUED
Share-based payments
The Group provides share-based payment arrangements to certain employees.
Where equity-settled share options are awarded to employees, the fair value of the options at the date
of grant is charged to the Consolidated Statement of Comprehensive Income over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments
expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest.
Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted.
As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market
vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market
vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of
the options, measured immediately before and after the modification, is also charged to the Consolidated
Statement of Comprehensive Income over the remaining vesting period.
Revenue from contract with customers
The Group is a software as a service (SaaS) provider for the automotive retail industry empowering car
dealers and Original Equipment Manufacturers (OEMs) to improve their customer experience through a
broad suite of fully integrated digital products and services.
Revenue from contracts with customers is recognised when control of the goods or services are transferred
to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods or services.
Revenues from cloud-based SaaS platforms
Cloud-based SaaS platforms contracts are long-term contracts providing a fixed recurring fee invoiced
periodically depending on the payment cadence agreed in the contract (monthly, quarterly, annually). Following
the assessment made by top management, two separate performance obligations were identified in the contracts:
■ The selling of the ‘right-to-use IP’ to the client for which the performance obligation is satisfied point in
time (when access to the product is granted to the customers).
■ The post-contract customer support related to costs incurred to maintain the platform live for which the
revenues are recorded overtime on the duration of the contracts.
The majority of such revenue are related to the selling of the “right to use IP” as the post-contract customer
support performance obligations is only related to the portion of costs incurred to maintain the platform live
that are not significant compared to total revenue.
In assessing the revenue recognition policy to be applied management has considered the Group standard
terms and conditions applied to customers and the non significant costs incurred to maintain the platform live
during the life of the agreement concluding that the most significant part of the revenue are recognised point
in time when access to the products are granted to the customers. As further explained at page 152 of this
Annual Report this revenue recognition policy may differ from revenue recognition policy applied by other SaaS
companies that is the reason why management present the Annual Recurring Revenue (ARR) as a Group APM.
In determining the transaction price, the Group considers the effects of variable consideration, discounts,
existence of a significant financing component, non-cash consideration and consideration payable to the
customer (if any). None of these elements have a significant impact on the transaction price.
Digital marketing revenue is recognised point in time in the month where the marketing campaign has been
provided to the customer and therefore the service is rendered. The identification of such performance
obligation is not a key judgement.
Other revenue mainly refers to training activities, which is recognised when the training has been delivered
and recognised point in time. Other revenue related to other services not previously identified are recognised
when the services are rendered to the customers.
Contract balance
a) Contract assets
A contract asset is initially recognised when the right-to-use IP is transferred to the customers point in time.
After initial recognition on a monthly, quarterly or annual basis (depending on the contracts conditions) the
amount recognised as contract assets is reclassified to trade receivables when the invoice is issued. Contract
assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets.
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Contract balance continued
b) Contract liabilities
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer
before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the
Group performs under the contract (i.e. transfers control of the related goods or services to the customer) .
6. OPERATING SEGMENTS
Following the selling of the DriveK business completed in December 2022 (and classified as a discontinued
operation in the previous years), the Group has determined that it has one operating and reportable segment
based on the information reviewed by its Board of Directors in making decisions regarding allocation of
resources and to assess performance.
Non-current assets, which consist of property, plant and equipment and intangible assets, excluding
goodwill, are substantially located in Italy.
7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group’s consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods. Estimates and judgements are continually evaluated based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
which have the most significant effect on the amounts recognised in the consolidated financial statements.
Calculation of Adjusted EBITDA
Due to its nature not strictly inherent to the business performance of the Group, management has identified
as exceptional costs for the definition of Adjusted EBITDA the following elements:
■ external costs related to M&A as exceptional transactions and, as a consequence, costs not strictly
inherent to the performance of the business;
■ external costs incurred for exceptional projects that will not be repeated in the future;
■ severance indemnity costs paid to employees who left the company and that the Group will not incur in
the future (exceptional costs);
■ contingent considerations related to the acquisition made that are automatically forfeited if key
employees terminate as exceptional transaction related to M&A acquisition;
■ stock option plan costs as non-cash transactions and therefore not considered as relevant for the
calculation of such measure.
Adjusted EBITDA is considered a Group APM. Evaluating business performance with such APM may imply
some limitations such as the fact that the measure may not be comparable across companies and the fact
that such measure is focusing on recurring component and excluding some other components that are not
strictly inherent to business performance of the Group but that still have an impact on the economic and
financial results of the year.
Development costs
The Group capitalises costs for product development projects. Initial capitalisation of costs is based on
management’s 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 capitalised, management makes assumptions regarding the
expected future cash generation of the project, discount rates to be applied and the expected period of
benefits. Further disclosure is provided in Note 13.
In making judgement and assumptions, we have considered climate-related matters and concluded
that such matters have no material impact on our business and the assumptions impact on the financial
statements. Management has evaluated the impact of office buildings and employees travel by air and car
and has concluded that such aspects do not have a significant impact on climate-related matters and on
Group financial performance.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Group based its assumptions and estimates on
parameters available when the consolidated financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur .
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Estimates and assumptions continued
Revenue recognition of SaaS platform contracts continued
Revenues related to the SaaS platform contracts value are split into two separate performance obligations:
i) revenue recognised point in time in the moment in which the access to the platform is granted to the
customer and ii) revenue related to post-contract support activities. The amount of revenue related to
post-contract support is based on management judgement, considering historical related costs incurred
and future expectations, and is therefore considered a critical accounting estimate.
The most significant portion of the consideration is allocated to the performance obligation related to the
access to the platform (€31.9 million out of €32.5 million of SaaS platform revenue in FY2023 and €27.6 million
out of €28.1 million of SaaS platform revenue in FY2022. For more details please refer to Note 9 – Revenue
– of this Annual Report). Revenue related to post-contract support activities are estimated on the basis of
historical trends of basic maintenance, bug-fixing and hosting costs. A different estimation of the allocation
of the customer consideration on the two performance obligations may have an impact in terms of higher
or lower revenue to be deferred into the next years and consequently on the revenue booked during the year
2023. An increase of 10% of the incidence of costs related to post-contract support activities may lead to an
increase of revenues to be deferred in the next years and therefore to a reduction of revenue for FY2023 of
roughly €2.7 million (€2.2 million in FY2022).
8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the
Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used to measure them from previous periods.
Capital risk management
The Group defines capital as the total equity of the Group. The Group’s capital is made up of share capital,
share premium and retained earnings totalling €51.6 million (€61.8 million as at 31 December 2022).
The Group funds its expenditures on commitments from existing cash and cash equivalent balances, primarily
received from operating cash flow and issuance of shareholders’ equity and borrowings. Financial covenants
on the loan with Illimity Bank are in place. Due to the negative EBITDA reported in FY2023, MotorK Group
management and Illimity Bank have agreed a waiver for testing financial covenants in place as at 31 December
2023 providing that the first testing period of such financial parameters will be 31 December 2024.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to
reduce debt. The Group ensures that the distributions to shareholders do not exceed working capital requirements.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits with banks and financial
institutions, foreign exchange transactions and other financial instruments. The Group is mainly exposed to
credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers
before entering contracts. Such credit ratings are taken into account by local business practices.
With regard to trade receivables, contract assets, cash and cash equivalent and other receivables the
insolvency risk is monitored centrally by the Group’s finance department, which constantly monitors the
Group’s credit exposure, the collections of trade receivables and the adequacy of bad debt provisions on
a monthly basis. Bad debt provision is calculated in accordance with IFRS 9 on the basis of the ECL that
moves from the historical credit loss for each cluster of customers. The historical credit loss calculated by
management is then applied to each cluster to define the bad debt provision accrual.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates are based on days past due for groupings of various customer segments
with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money
and reasonable and supportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off
if past due for more than one year and are not subject to enforcement activity. The Group did not provide
detailed information on how the forecast economic conditions have been incorporated in the determination
of ECL because the impact is not significant. In determining the ECL, MotorK has identified the clusters
based on shared credit risk characteristics and days passed due and then an expected loss rates, considered
reasonable by management, has been applied to determine the bad debt provision.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Credit risk continued
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department. Counterparty banks are assessed prior to opening bank accounts and on an ongoing basis to ensure exposure
to credit risk is at an acceptable level.
Investments of surplus funds are made only with counterparties with a high level of standing with the aim of minimising the concentration of risks and therefore mitigate potential financial loss. Cash and cash equivalents are
deposited into ordinary banks accounts with top rated banks.
The carrying amount of financial assets recorded in the financial statements, net of bad debt provision, represents the Group’s maximum exposure to credit risk and is similar to the carrying value.
The ageing analysis of trade receivables is shown in the following table:
€’000
Not Overdue by less Overdue by Overdue by more
overdue than 1 month 1–2 months
than 2 months
Total
Gross trade receivables as at 31 December 2022
7,556
1,985
514
1,825
11,880
Allowance for doubtful receivables
–
–
–
(533)
(533)
Trade receivables as at 31 December 2022
7,556
1,985
514
1,292
11,347
Gross trade receivables as at 31 December 2023
6,452
2,169
280
3,615
12,516
Allowance for doubtful receivables
–
–
–
(1,131)
(1,131)
Trade receivables as at 31 December 2023
6,452
2,169
280
2,484
11,385
The increase of trade receivables overdue but not impaired by more than 2 months amounting to €1.2 million is mainly related to the increase of the business with OEM customers with higher Days Sales Outstanding (DSO)
compared to the retail market.
Foreign exchange risk
Exchange rate fluctuation risk is not considered significant. Although the Parent Company is based in UK, the most significant transactions of the Group are made in Euro, the currency used for the preparation of the
consolidated financial statements. The only subsidiary based outside Europe is MotorK Israel Ltd, whose transactions are not material for Group purposes (mainly intercompany recharges).
Liquidity risk
Liquidity risk typically arises when an entity is having trouble finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans and/or lines of credit may request repayment.
Prudent management of liquidity risk implies the maintenance of an adequate level of liquidity, short-term securities and the availability of funds obtainable through an adequate amount of credit lines.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED
Liquidity risk continued
Toward this end, MotorK Group implemented a series of measures and actions, which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. The finance
department periodically monitors Group financial position, cash flow and cash forecast to optimise resources and manage any temporary liquidity surpluses. The Board of Directors receive cash flow projections and cash
flow analysis on a regular basis. For further details, please refer to Note 27 ‘Post Balance Sheets Events’.
It is worth mentioning that part of the capital received by the Group following the listing on Euronext Amsterdam was used to reimburse the financial liabilities in place at the date of the IPO. During 2021, the Group
reimbursed loans for a total amount of €18.2 million. During January 2022, the Group completed the reorganisation of its financial structure, repaying the loan in place with Creval for €0.5 million and refinancing the loan
with Illimity Banks by obtaining fresh liquidity for €1.8 million with a longer maturity date, reducing borrowing costs, and obtaining a new loan from SACE SIMEST for €0.3 million. During 2023, the Group entered into a loan
with ATEMPO Growth, a venture capital company specialised in financing tech Group obtaining net €4.6 million of fresh liquidity to fuel the growth of the last quarter of the year and for FY2024.
Following such operations and the cash burn recorded during the year, as of 31 December 2023, the borrowing position is €21.3 million compared to a net cash short- and long-term position of €2.2 million as of 31 December 2022.
The following table provides an analysis of cash disbursements by the due date related to financial liabilities, based on contractual repayment obligations, as at 31 December 2023 and 2022:
€’000
As at
31 December
2023 2–5
within 1 year
years
Over 5 years
Contract value
Carrying amount
Financial liabilities
11,798
11,504
–
23,302
20,649
Lease liabilities
1,426
2,753
735
4,914
4,360
Trade and other payables
10,042
–
–
10,042
10,042
€’000
Restated As at
31 December
2022 Restated Restated Restated Restated
within 1 year 2-5 years Over 5 years Contract value Carrying amount
Financial liabilities*
1,509
12,390
–
13,899
12,537
Lease liabilities
1,245
3,194
1,035
5,474
4,637
Trade and other payables
8,391
–
–
8,391
8,391
Interest rate risk
As at 31 December 2023, the exposure to interest rate risk is mainly related to the costs of the interest to be paid in relation to the loans in place with Illimity Bank for €7.5 million and with Atempo Growth for €5 million. An increase
of Euribor of 1% has a negative impact on the profit and loss of the Group of roughly €81 thousand, not significant for Group purposes. As at 31 December 2022 an increase of Euribor of 1% has an impact on the profit and loss of
the Group of roughly €75 thousand, not significant for Group purposes.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
* Restated. Please refer to page 106 for further details.
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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
■ Trade and other receivables;
■ Cash and cash equivalents;
■ Trade and other payables;
■ Current and non-current financial liabilities; and
■ Current and non-current lease liabilities.
Financial assets
The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2023 and 2022:
€’000 2023
2022
Financial assets at amortised cost
Non-current assets – security deposit
234
194
Trade receivables
11,385
11,347
Other receivables
154
59
Cash and cash equivalents
3,509
19,223
Total
15,282
30,823
The carrying value of financial assets approximates fair value as there are no significant volatility of such
assets and they are expected to be cashed in in a short-time period. There are no financial assets measured
at FVTPL.
There are no material differences between the carrying value and the fair value of non-current assets –
security deposit.
Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue
trade receivables.
Financial liabilities
The following table show financial liabilities by category, as defined by IFRS 9, as at 31 December 2023
and 2022:
€’000
2023
Restated 2022
Financial liabilities
Trade and other payables
10,042
8,391
Current financial liabilities*
10,655
1,074
Current lease liabilities
1,170
972
Non-current financial liabilities*
9,994
11,463
Non-current lease liabilities
3,190
3,665
Total
35,051
25,565
Current financial liabilities include contingent consideration for an amount of €5,1 million in FY2023
(€0,4 million classified in Current financial liabilities and €4,2 million classified within Non-current financial
liabilities in FY2022) that are measured at FVTPL (please refer to the paragraph below).
The remaining part of Current and Non-current financial liabilities, current and Non-current lease liabilities
are measured at amortised cost using the effective interest rate method.
Trade and other payables carrying value approximates fair value.
Fair value measurement hierarchy
The financial instruments measured at fair value are presented on the basis of the fair value hierarchy,
described below:
Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can
access at the measurement date.
Level 2 – inputs other than quoted market prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 – valuation techniques for which the inputs are unobservable for the asset or liability.
Contingent considerations, classified within current financial liabilities, amount to €5.1 million in FY2023
(€0.4 million classified in Current financial liabilities and €4.2 million classified within Non-current financial
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
* Restated. Please refer to page 106 for further details.
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Fair value measurement hierarchy continued
liabilities in FY2022). Contingent considerations are recorded at fair value based on actuals or estimates of discounted
future cash flows associated. To the extent that the valuation of these liabilities is based on inputs that are less
observable or not observable in the market (data for measuring fair value of such instruments are not readily available,
regularly distributed or updated, reliable and verifiable and provided by independent sources that are actively involved
in the relevant market), the determination of fair value requires more judgment. Accordingly, the fair value of contingent
consideration is classified within Level 3 of the fair value hierarchy. There were no transfers between fair value hierarchy
levels for the periods presented. The change in fair value is re-measured at each reporting period with the change in
fair value being recognized in profit and loss. The fair value remeasurement for contingent consideration for FY2023
was €1.3 million recognised within Personnel costs line item (refer to Note 10 for further details) in Consolidated
Statement Profit and Loss and within Earn-out accrual line item (included within adjustments for non-cash items)
in the Operating activities of the Consolidated Statement of Cash Flow (FY2022: The amount was immaterial) .
9. REVENUE
Group revenue for the year ended 31 December 2023 amounted to €42.9 million, up 11% year-on-year
(€38.5 million as at 31 December 2022).
Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and
Operating Review section for further revenue disaggregation helpful to understand the performance of the Group.
€’000
For the year ended 31 December 2023
SaaS Digital Other
platform marketing
revenues
Total
Revenues by country*
Italy
17,874
6,975
2,339
27,18
8
Spain
3,484
572
257
4,313
France
5,555
–
304
5,859
Germany
3,078
–
–
3,078
Benelux
2,502
–
–
2,502
Total
32,493
7,547
2,900
42,940
€’000
For the year ended 31 December 2022
SaaS Digital Other
platform marketing
revenues
Total
Revenues by country*
Italy
16,930
6,673
2,409
26,012
Spain
3,732
537
160
4,429
France
4,674
–
594
5,268
Germany
1,281
–
1
1,282
Benelux
1,541
–
15
1,556
Total
28,158
7,210
3,179
38,547
Revenues related to SaaS platform contracts amounts to €32.5 million as at 31 December 2023, compared
with €28.1 million as at 31 December 2022. Such revenues are mainly related of the following three products:
■ WebSparK, the web module with high technical and design standards and 138 functionalities specifically
developed for the automotive sector.
■ StockSparK, a stock management module created to manage and import stock (i.e. a set of information
data, images) from multiple sources and export it online to maximise visibility for prospective purchasers
through the integration of external channels and the CRM module.
■ LeadSparK, a customisable lead management, CRM and marketing automation system module,
specifically developed to help dealerships and car manufacturers.
SaaS platform revenues are recognised on the basis of two different performance obligations implied in
the agreements:
■ point in time (€31.9 million in FY2023 and €27.6 million FY2022) at the date of the delivery of the access
to the platform for which the costs necessary for the development, use and basic operation of the product
have already been incurred; and
■ over the time (€0.6 million in FY2023 and €0.5 million FY2022) of the agreement in relation to the post-
contract support activities.
Digital marketing revenues amounting to €7.5 million as at 31 December 2023, compared with €7.2 million as
at 31 December 2022, are related to services for the dealer in order to acquire enhanced online traffic .
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
* It represents revenues broken down by the countries in which the legal entities are established, independently of the geographical location of the customers .
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9. REVENUE CONTINUED
Disaggregation of revenue continued
Other revenues amounting to €2.9 million as at 31 December 2023, compared with €3.2 million as at
31 December 2022, mainly include €1.2 million related to some services provided to OEM customers not
identifiable with the previous categories.
10. GROUP OPERATING LOSS
Group operating loss is stated after charging/(crediting) the following:
€’000 2023
2022
Cost for customers’ media services
7,515
7,028
Personnel costs
34,201
29,864
R&D capitalisation
(9,342)
(8,707)
Other operating costs
16,347
15,216
Amortisation and depreciation
8,741
8,013
Total costs
57,462
51,414
Personnel costs, excluding Directors’ remuneration, are shown in the following table:
€’000 2023
2022
Wages and salaries
22,951
19,215
Social security costs
7,105
5,943
Employee benefit pension cost
603
758
Severance indemnity
292
526
Earn-out payments costs
2,048
1,879
Stock option plan cost
1,202
1,543
Total
34,201
29,864
The increase of the caption wages and salaries compared with last year is function of the run-rate of
personnel costs impact on Q4 2022 whose costs is entirely booked in the profit and loss of the Group for
FY2023 and the increase of bonus accrued compared to the previous year for roughly €1 million. Wages and
salaries include the directors’ emoluments paid in 2023 (full details are given in the Directors’ Remuneration
Report on pages 76–82). For the disclosure related to the highest paid Director, please refer to the Directors’
Remuneration Report. The average number of employees (directly employed by the subsidiaries of the
Group) for the FY2023 is 451 (422 in FY2022).
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details
are provided in note 23. Severance indemnity, earn-out payments and stock option plan cost are considered
exceptionals for the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance
of the Group (please refer to the disclosure provided in the paragraph Adjusted EBITDA of the Financial and
Operating Review section page 39).
Earn-out payment costs are related to expenses accrued on a straight-line basis on the basis of the earn-out
mechanism in place with the previous shareholders of the Company acquired in December 2021 and in the
year 2022. In particular, IFRS 3 provides that contingent considerations that are automatically forfeited
if key employees terminate is not considered as part of the consideration paid but as remuneration for
post-combination services.
Other operating expenses financial statement line includes mainly:
■ consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately
€5.5 million (€6 million for the year ended 31 December 2022);
■ software costs for €3.7 million (€2.3 million for the year ended 31 December 2022);
■ server costs for €1.8 million (€1.3 million for the year ended 31 December 2022);
■ travel costs for €1 million (€0.7 million for the year ended 31 December 2022);
■ events for €0.3 million (€0.4 million for the year ended 31 December 2022);
■ insurance costs for €0.3 million (€0.4 million for the year ended 31 December 2022);
■ exceptional costs for €0.8 million (€1.1 million for the year ended 31 December 2022); and
■ other costs not included in the above categories for €2.9 million (€3 million for the year ended
31 December 2022).
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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10. GROUP OPERATING LOSS CONTINUED
Exceptional costs are related to costs incurred for M&A and exceptional projects completed during the year
and as a consequence not strictly inherent to business performance of the Group.
Adjusted EBITDA is then calculated as follows: operating loss plus amortisation, depreciation, exceptional
costs, severance indemnity, stock option plan cost and earn-out payments costs (as disclosed above).
The increase compared with last year is mainly related to change of the consolidation area of the Group
compared to the previous period (FusionIT NV and ICO International Gmbh fully consolidated in the profit
and loss of FY2023 and GestionaleAuto.com S.r.l. consolidated from June 2023).
The fees of the Group’s auditor for services provided are analysed below:
€’000 2023
2022
Audit of the Group’s financial statements
230
183
Amortisation and depreciation expenses includes:
■ amortisation of intangible assets of approximately €7.3 million for the year ended 31 December 2023
(€6.8 million for the year ended 31 December 2022) mainly related to development costs capitalised; and
■ depreciation of tangible assets for approximately €1.4 million for the year ended 31 December 2023
(€1.2 million for the year ended 31 December 2022).
11. FINANCE INCOME AND EXPENSE
Finance income and expense are shown in the following tables:
€’000
2023
2022
Interest received on bank deposits
30
8
Gain on foreign exchange
27
223
Total finance income
57
231
€’000 2023
2022
Bank loans
784
481
Loss on foreign exchange
48
228
Other loans
151
14
Net interest expense on defined benefit pension scheme
71
25
Other finance expense
43
487
Total finance expense
1,097
1,235
The net gain from foreign exchange is related to the fluctuation of the exchange rate euro/Israelian shekel
in relation to some intercompany transactions denominated in ILS completed during the year.
Bank loans include the interest paid during the year for the loans in place. The increase compared to the
previous period is related to the increase of the Euribor applied as the basis for the financial loan in place
with Illimity bank. Other loans mainly include the interests paid for the new loan with ATEMPO Growth for
€0.1 million.
Other finance expense includes mainly the interests related to the application of IFRS 16.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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12. CORPORATE INCOME TAX
Corporate income taxes are shown in the following table:
€’000 2023
2022
Current tax on profits for the period
–
–
R&D tax grants
547
306
Foreign subsidiaries’ income taxes
(487)
(621)
Movements in tax provisions
2,023
2
Total current tax
2,083
(313)
Origination and reversal of temporary differences
232
173
Total deferred tax
232
173
Corporate income tax
2,315
(140)
The caption R&D tax grants is related to tax grants recognised by Italian tax authorities in relation to R&D
expenses incurred during the year.
Foreign subsidiaries, income taxes include the accrual for corporate income taxes to be paid mainly in France,
Portugal, Germany and Spain.
Movements in tax provisions amounts to €2 million and includes the partial release of the provision accrued
in FY2021 and FY2022 for the payment of corporate income tax in Israel. An assessment performed by
management of the Group’s transfer pricing model to be applied within the Group’s subsidiaries (among
the other potential possible options that were considered to be less in line with the Group structure and
organisation), with the assistance of tax experts in this matter, results in a final calculation that has
determined a lower amount of tax to be paid and consequently the provision has been partially released to
the income statement.
The Group has estimated trading losses carried forward in the UK for an amount of approximately
€20 million and in Italy for an amount of approximately €30 million. Punctual computation will be prepared
by management in light of the presentation of the income tax return in each country. Deferred tax assets of
approximately €13.5 million have not been recognised due to the uncertainty in the timing in which such loss
will be utilised.
The income taxes for the year are reconciled with the theoretical tax burden in the following table:
€’000
2023
2022
Profit/(loss) before tax (discontinued and continuing operations)
(15,562)
(7,137)
Tax using the Company’s domestic tax rate of 25.0% (19.0% in FY2022)
(3,891)
(1,356)
R&D expenditure credit
(547)
(306)
Foreign subsidiaries income taxes
487
621
Movements in tax provisions¹
893
(2)
Unrecognised deferred tax assets
1,251
3,115
Capital gain DriveK business combination
2
–
(1,872)
Utilised tax losses carried forward
(745)
–
Other permanent differences
3
350
–
Other movements
(113)
(60)
Total tax (credit)
(2,315)
140
1
It is related to €2.9 million to higher taxable income resulting from applying the tax rules of the relevant jurisdiction to the transfer pricing model
in place, net of €2 million related to movements in tax provisions described above.
2 Contribution in-kind made by MotorK Italia S.r.l. to AutoXY S.p.A. in the context of the business combination related to the selling of the DriveK
business unit is neutral from a fiscal perspective in accordance with Italian tax legislation. As a consequence, loss before tax from a fiscal perspective
is higher of roughly €1.8 million compared to the loss booked in the consolidated financial statements and profit and loss statements.
3 Other permanent differences are related to the fact that the taxable income in some jurisdictions where the Group operates (and related
application of the updated transfer pricing model), is higher than the loss recognised in the accounts due to the application of the relevant tax
legislation (and therefore no timing differences are arisen).
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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13. INTANGIBLE ASSETS
Details of intangible assets increase and decrease for the years ended 31 December 2023 and 2022 are provided in the following table:
€’000
Development
Customer costs and
relationships
Trademark
software
Goodwill
Total
Cost
As at 1 January 2022
3,123
70
14,556
7,880
25,629
Additions – internally generated
–
–
8,707
–
8,707
Additions
–
–
53
–
53
Acquired through business combinations
2,774
994
879
10,285
14,932
Assets classified as held for sale
–
–
3,422
–
3,422
As at 31 December 2022
5,897
1,064
27,617
18,165
52,743
Additions – internally generated
–
–
9,342
–
9,342
Additions
–
–
15
–
15
Acquired through business combinations
1,160
398
516
5,607
7,681
As at 31 December 2023
7,057
1,462
37,490
23,772
69,781
Accumulated amortisation and impairment
As at 1 January 2022
476
1
7,199
–
7,676
Charge for the year
466
115
6,232
–
6,813
Assets classified as held for sale
–
1,497
–
1,497
As at 31 December 2022
942
116
14,928
–
15,986
Charge for the year
631
208
6,479
–
7,318
As at 31 December 2023
1,573
324
21,407
–
23,304
Net book value
As at 1 January 2022
2,647
69
7,357
7,880
17,953
As at 31 December 2022
4,955
948
12,689
18,165
36,757
As at 31 December 2023
5,484
1,138
16,083
23,772
46,477
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
118
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STATEMENTS
13. INTANGIBLE ASSETS CONTINUED
Customer relationship
The customer relationship amounts to €5.5 million as at 31 December 2023 (€4.9 million as at 31 December
2022). The increase is related to the fair value of customer relationship arising from the allocation of the
consideration paid for the acquisition made during FY2023 of GestionaleAuto.com for €1.2 million net of the
amortisation of the year. Management has assessed that there are no impairment indicators and therefore it
is not necessary to prepare an impairment test, the reasons being the good performance in terms of revenues
and EBITDA of the Group.
Trademark
Trademark costs amounted to €1.1 million as at 31 December 2023 (€0.9 million as at 31 December 2022) and
this is related to the fair value allocated using the Relief-from-Royalty method to part of the consideration paid
for the acquisition of GestionaleAuto.com for €0.4 million net of the amortisation of the year.
Development costs
Development costs amounting to €16.1 million as at 31 December 2023 (€12.7 million as at 31 December
2022) are due to the Group developing most of its technology and applications in-house. Such costs are
related to continued development of new product offerings, applications, features and enhancements to
existing digital services and solutions in the two dedicated hubs in Italy and Portugal. The main projects
where the R&D team was involved during the year are the following:
■ Leadspark and Leadspark 2 development: improvements of the new version of the CRM with new
features and with an improvement in terms of user experience;
■ Webspark Sales and Webspark (R)evolution: improvements of Webspark Sales website performance
and its adaptability to the Platform.
Due to the results of the year, development costs were subject to an impairment test, taking into account
past economic and financial performance and future expectations inferable from the business plan 2024–
2026. The results of the impairment test did not reveal any impairment loss.
Goodwill
Goodwill booked in the consolidated financial statements as at 31 December 2023 amounts to €23.8 million
(€18.2 million as at 31 December 2022). The increase compared with last year is related to the fair value
allocated to residual goodwill generated by the acquisition of GestionaleAuto.com made during the FY2023
for €5.6 million.
In accordance with IAS 36, goodwill is not amortised and is tested for impairment annually or more frequently
if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by
comparing the carrying amount and the recoverable amount of the CGU. The recoverable amount of
the CGU is the higher of its fair value less costs to sell and its value in use. To this end, for the purpose of
verifying the recoverability of goodwill recorded under intangible assets, a single CGU has been identified,
consisting of all the operating activities of the Group as a whole (the DriveK business unit was classified as a
discontinued operation and sold during FY2022).
The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for
the value-in-use calculations are those regarding the discount rates, growth rates and expected changes in
margins. Management estimates discount rates using pre-tax rates that reflect current market assessments
of the time value of money and the risks specific to the CGU. Changes in selling prices and direct costs are
based on past practices and expectations of future changes in the market.
As at 31 December 2023, goodwill was subjected to an impairment test taking into account past economic
and financial performance and future expectations inferable from the business plan 2024–2026. Beyond that
period, operating cash flows are assumed to grow at 1.9% annually. The risk adjusted pre-tax rate (WACC)
used to discount the CGU cash flow forecasts is 12.34%. For the purposes of estimating the value in use of the
CGU to which the goodwill is allocated, both internal and external sources of information were used.
The results of the impairment test on goodwill as at 31 December 2023 did not reveal any impairment loss.
In assessing the value in use of the CGU, management has considered the potential impact of possible
changes in the main assumptions used. A sensitivity analysis was carried out by determining the break-even
point WACC, which, keeping the other parameters constant, would render the difference between the
recoverable amount and the carrying amount of the CGU as nil. In these circumstances, the break-even
point WACC is 16.07%. Further sensitivity analysis were prepared by management on break-even EBITDA
margin in terminal value and long term growth rate, keeping the other parameters constant. Break-even
EBITDA margin in terminal value is 30.64%. A reduction of 0.2% of long term growth rate results in a decrease
of headroom of €1.5 million with no effect on the results of impairment test.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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STATEMENTS
14. PROPERTY, PLANT AND EQUIPMENT
€’000
Leasehold land Fixtures Motor Computer Right-of-use
and buildings and fittings vehicles equipment
assets
Total
Cost
As at 1 January 2022
349
123
1
376
5,440
6,289
Additions
60
30
–
225
2,437
2,752
Acquired through business combinations
40
26
16
433
515
Disposals
(9)
(341)
(350)
As at 31 December 2022
409
193
27
608
7,969
9,206
Additions
–
22
7
94
1,017
1,140
Acquired through business combinations
–
11
–
27
57
95
Disposals
–
(17)
–
(14)
(488)
(519)
As at 31 December 2023
409
209
34
715
8,555
9,922
Accumulated depreciation
As at 1 January 2022
285
75
1
198
2,654
3,213
Charge for the year
42
13
5
102
1,038
1,200
Depreciation on disposals
–
–
–
(7)
(200)
(207)
As at 31 December 2022
327
88
6
293
3,492
4,206
Charge for the year
16
20
12
121
1,254
1,423
Acquired through business combinations
–
–
–
–
34
34
Depreciation on disposals
–
–
–
–
(298)
(298)
As at 31 December 2023
343
108
18
414
4,482
5,365
Net book value
As at 1 January 2022
64
48
–
178
2,786
3,076
As at 31 December 2022
82
105
21
315
4,477
5,000
As at 31 December 2023
66
101
16
301
4,073
4,557
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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14. PROPERTY, PLANT AND EQUIPMENT CONTINUED
Right-of-use assets amounting to €4.1 million as at 31 December 2023 (€4.5 million as at 31 December 2022)
are related to the application of IFRS 16 to the lease of the offices of the Group subsidiaries and the lease of
cars assigned to the employees. The overall decrease of €0.4 million is due to the following offsetting reasons:
€0.6 million is mainly related to new car leases and the renewal of some offices of the Group net of €1 million
of depreciation booked during the year.
Right-of-use by underlying asset mainly refers to (i) automobiles for €0.9 million as of 31 December 2023
(€0.6 million as of 31 December 2022) and to (ii) office rental for €3.2 million as of 31 December 2023
(€3.9 million as of 31 December 2022). Total depreciation of the year amount to €1.3 million (FY2022
€1 million) of which €0.8 million (FY2022 €0.6 million) related to office rental and €0.5 million ((FY2022
€0.4 million) related to automobiles. In 2023, the expense relating to low value assets leases (mainly laptops)
and short term lease amounted to €0.1 million (€0.1 million in 2022).
15. INVESTMENTS IN ASSOCIATES AND NON-CURRENT ASSETS – SECURITY DEPOSIT
Investments in associated companies amounts to €3.5 million and it represents the investment in the 20% of
AutoXY S.p.A. arisen from the business combination related to the sale of the DriveK Business Unit. Details
are provided below in note 24.
Due to the positive EBITDA of AutoXY S.p.A. during FY2023, the business growth and the future positive
expectaction of the management, no impairment test has been prepared as no impairment indicators were
identified in the current period.
Non-current assets – security deposit amounts to €0.2 million as at 31 December 2023 (€0.1 million as at
31 December 2022) and includes deposits made by the Group mainly for the rental of the offices of
the subsidiaries.
16. CONTRACT ASSETS AND TRADE AND OTHER RECEIVABLES
Contract assets and trade and other receivables are shown in the following table:
€’000
2023
2022
Non-current contract assets
5,654
7,294
Contract assets – current portion
19,194
13,440
Total contract assets
24,848
20,734
Trade receivables
11,385
11,347
Prepayments
1,103
889
Other receivables
160
86
Tax receivables
757
736
Total trade and other receivables
13,405
13,058
Contract assets
As already mentioned in note 9, the financial statement line item contract assets is related to the application
of IFRS 15 on SaaS platform revenue agreements and represents accrued income as at the reference date.
Revenues related to the SaaS platform are related to multi-year contracts (12, 24 or 36 months) are
recognised in the moment in which the access to the platform are granted to the customers and therefore a
related contract asset arises. Contract assets are subsequently billed on a monthly or quarterly basis for the
duration of the agreement with the customer.
The split between current and non-current portions depends on the duration of the agreement.
The increase compared to the previous year is related to the increase of SaaS platform revenue.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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16. CONTRACT ASSETS AND TRADE AND OTHER RECEIVABLES CONTINUED
Contract assets continued
Movements in the contract assets during FY2023 are as follows:
■ Contract assets as at 31 December 2022: €20.7 million.
■ SaaS recurring revenue (please refer to the Financial and Operating Review section for further details)
recognised during FY2023: €32.3 million.
■ Contract assets billed during the FY2023: €28.2 million.
■ Contract assets as at 31 December 2023: € 24.8 million.
Movements in the contract assets during FY2022 are as follows:
■ Contract assets as at 31 December 2021: €13.6 million.
■ SaaS revenue (please refer to the Financial and Operating Review section for further details) recognised
during FY2022: €27.1 million.
■ Contract assets billed during the FY2022: €19.9 million.
■ Contract assets as at 31 December 2022: € 20.7 million.
Trade and other receivables
Trade receivables as at 31 December 2023 amounted to €11.4 million compared to €11.3 million as at
31 December 2022.
As at 31 December 2023, trade receivables of €4.9 million (€3.8 million as at 31 December 2022) were
overdue but not impaired (of which €2.4 million by less than two months and €2.5 million by more than two
months as reported at Note 8). Such not impaired receivables are related to the customers with no default
history. The increase of overdue receivables not impaired amount to €1.2 million. As above mentioned such
increase is mainly related to the increase of business with OEM with an average higher DSO compared to the
retail market.
The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad
debt provision.
Movements in the impairment allowance for trade receivables are as follows:
€’000
2023
2022
As at 1 January
533
247
Increase during the year
236
180
Receivables written off during the year as uncollectable
–
(31)
Increase related to business combinations
362
18
Impairment allowance for trade receivables classified previously as
held for sale
–
119
As at 31 December
1,131
533
Prepayments include mainly invoices received related to costs of FY2024.
Tax receivables include mainly the R&D tax grants recognised by Italian tax authorities in relation to R&D
expenses for €0.5 million.
17. CASH AND CASH EQUIVALENTS
The caption cash and cash equivalents amounting to €3.5 million (€19.2 million as at 31 December 2022) is
related to cash available in bank accounts of the Group subsidiaries. The amount includes €0.1 million of cash
deposited onto prepaid cards used by employees as petty cash as at 31 December 2023 (€0.3 million as at
31 December 2022).
For details of changes during the analysed periods, please refer to the Consolidated Statement of Cash Flow.
Cash and cash equivalents are deposited with top-rated banks.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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18. TRADE AND OTHER PAYABLES AND TAX PAYABLE
Trade and other payables include:
€’000 2023
2022
Trade payables
2,250
2,694
Accruals
1,437
2,465
Total trade payables
3,687
5,159
Other payables including tax and social security payments (including
bonus accruals)
9,393
6,862
Total current trade and other payables
13,080
12,021
The carrying value of trade and other payables measured at amortised cost approximates fair value.
Trade payables amount to €2.2 million as at 31 December 2023, compared with €2.7 million as at
31 December 2022.
Accruals include invoices to be received for service rendered in 2023. The decrease compared to the previous
period is mainly related to the fact that as at 31 December 2022, the Group has accrued certain costs
entirely recharged to AutoXY S.p.A., in the context of the selling of the business unit DriveK. Such accruals
were related to contract with suppliers still headed to MotorK Group in December 2022 (the month in which
the business has been disposed) that has been reassigned by AutoXY S.p.A. early in 2023.
Other payables amounting to €9.4 million as at 31 December 2023 (€6.9 million as at 31 December 2022) includes:
■ contract liabilities of €3 million (€2 million last year). This is mainly related to the transaction price
allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at
31 December related to the post-contract support activities. Changes during FY2023 are the following:
increase for €2.1 million and release to profit and loss for €1.5 million. Changes during FY2022 are the
following: increase for €1.5 million and release to profit and loss for €1 million;
■ liabilities towards employees for bonuses to be paid in 2023 for €1 million (€0.5 million last year);
■ emoluments to be paid to the directors for €0.1 million (€0.1 million last year);
■ other liabilities towards employees and related social security charges of approximately €4.9 million
(€3.9 million last year). Increase of the year is mainly related to the increase of average of FTE within the
Group; and
■ other minor liabilities for €0.4 million (€0.4 million last year).
€’000
2023
2022
Corporate tax liabilities
37
3,041
VAT liabilities
2,536
801
Total tax payable
2,573
3,842
The decrease of corporate tax liabilities refers to the release of the provision booked in FY2021 and FY2022
for income tax in Israel for €2 million and for the net between payments done during FY2023 and the tax
provisions accrued at the end of the year.
VAT liabilities is mostly composed by VAT debt position of the subsidiaries in Italy, Germany, Spain and France.
The increase is mainly related to VAT liabilities of the last months of FY2023 that will be paid in FY2024.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
Current and non-current financial liabilities include:
Restated
€’000 2023 2022
Bank loan
1,860
65
Loan with other financial institutions
341
–
Other financial liabilities*
8,454
1,009
Total current financial liabilities*
10,655
1,074
Current lease liabilities
1,170
972
Bank loan
5,707
7,534
Loan with other financial institutions
4,287
–
Other financial liabilities*
–
3,929
Total non-current financial liabilities*
9,994
11,463
Non-current lease liabilities
3,190
3,665
Bank loan and Loan with other financial institutions
The following table sets forth the breakdown of bank loans by counterparty for the years ended
31 December 2023 and 2022:
€’000
2023
2022
Current
Non-current
Current
Non-current
Illimity Bank
1,813
5,405
–
7,202
Atempo Growth
341
4,287
–
–
Sace
–
300
–
300
Belfius
29
–
47
26
ING Direct
18
–
18
–
CIC Sud Ouest
–
2
–
6
Total
2,201
9,994
65
7,534
Main changes of the year are reported below:
■ Entered into a financial loan with Atempo Growth for €4.6 million (net of costs incurred) in October
2023 to fuel the growth of the business for the third quarter of the year and for FY2024 with a four-year
duration and a variable interest rate equal to Euribor 3m plus the spread. No financial covenants in place.
Standard pledged are ensured to ATEMPO Growth in the context of the agreement entered into by
the parties.
The financial loan in place with Illimity Banks amounts to €7.2 million, with a five-year duration
and a 0.290 bps margin on Euribor, provides the following financial covenants to be tested annually,
starting from December 2022:
■ leverage ratio (net financial position/EBITDA); and
■ gearing ratio (net financial position/net equity).
Following the negative Adjusted EBITDA reported for the year ended as at 31 December 2023 and, in the
context of the €5 million top up obtained from Atempo Growth (please refer to Note 27 Post Balance Sheet
Events on page 136 for further details), MotorK has obtained from Illimity Banks the waiver of testing the
financial covenants in place as at 31 December 2023. The first testing date will be then 31 December 2024.
The loan provides with a quarterly instalments repayment plan starting from March 2024. and it is
guaranteed by SACE SIMEST for 90% of the value. The loan in place with SACE-Simest for €0.3 million was
entered into in September 2022 to sustain the digitalisation process of the Group with a six-year duration
and a 0.081% interest rate. No financial covenants in place.
Other Bank loan and Loan with other financial institutions with Belfius, ING Direct and CIC Sud Ouest are
related to minor financing in place in the Company acquired during the year 2022 and will be closed during
the first half of FY2024.
Other financial liabilities
Other current financial liabilities include €3.2 million related to the deferred consideration to be paid for the
acquisition of GestionaleAuto.com (refer to note 25 for further details) (€0.5 million in FY 2022 of deferred
consideration related to the acquisition of Ico International Gmbh), €5.1 million of contingent consideration
related to the acquisition done in the previous years (€4.2 million in FY2022) and €0.1 million related to credit
cards repaid in the first month of FY2024 (€0.2 million in FY2022).
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
* Restated. Please refer to page 106 for further details.
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19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED
Other financial liabilities continued
The changes in financial liabilities, excluding lease liabilities, are shown below:
€’000 Total
Financial liabilities at 1 January 2022
7,162
Drawdowns of new loan and CEN
(594)
New bank loan
2,101
New bank loan obtained through business combinations
98
Change in other financial liabilities
700
Cash changes
2,305
Other non cash movements
3,070
Financial liabilities at 31 December 2022*
12,537
Repayment of existing loans
(47)
New loan with other financial institutions
4,831
Change in other financial liabilities**
(801)
Cash changes
3,983
Other non cash movements***
4,129
Financial liabilities at 31 December 2023
20,649
* Restated. Please refer to page 106 for further details.
**
It includes the payment of the considerations related to the acquisition of ICO International Gmbh and FusionIT NV.
***
It includes €3.2 million for the increase of financial liabilities due to the deferred consideration related to the acquisition of Gestionale Auto.com S.r.l.
(please refer to Note 25 for further details), and €1.2 million for the increase of contingent consideration during FY2023 net of €0.3 million of other
non material non cash movements.
Changes compared with last year are already discussed above.
Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16
application, starting from 1 January 2019, on lease agreements in place for offices of the Group subsidiaries
and for cars assigned to employees.
The leases within the scope of IFRS 16 relate to properties and motor vehicles. In 2023, the expense
relating to low-value assets leases (mainly laptops) and short term lease amounted to €0.1 million
(€0.1 million in 2022).
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the Group’s incremental external borrowing
rate for the particular asset and level of security. After the initial measurement lease liabilities are increased
as a result of interest charged and reduced for lease payments made.
The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases
motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There
is no other variability in respect of payments and there is not considered to be any significant judgement in
relation to the lease terms .
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED
Other financial liabilities continued
The following table provides details of lease liabilities:
€’000
Land and Motor
buildings
vehicles
Total
Lease liabilities
As at 1 January 2022
2,493
343
2,836
Cash items:
Lease payments
(763)
(308)
(1,071)
Non-cash items:
New leases in the year
1,921
516
2,437
New leases through business combinations
388
45
433
Reduction for disposal of lease
(130)
(11)
(141)
Interest expense
119
24
143
As at 31 December 2022
4,028
609
4,637
Cash items:
Lease payments
(864)
(473)
(1,337)
Non-cash items:
New leases in the year
336
681
1,017
New leases through business combinations
23
–
23
Reduction for disposal of lease
(191)
–
(191)
Interest expense
171
40
211
As at 31 December 2023
3,503
857
4,360
The following table provides details of the Group’s lease liabilities:
€’000
As at 31 December
2023
2022
Repayables as follows:
Under or equal to 1 year
1,170
972
> 1–5 years
2,502
2,718
Greater than 5 years
688
947
Total
4,360
4,637
20. EMPLOYEE BENEFITS LIABILITIES
Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code, is a deferred
compensation and is based on the years of service of the employee and on the compensation received during
the period of service. No other significant pension provisions other than staff severance indemnity booked in
the Italian subsidiaries of the Group are included within such caption.
According to the national law, the deferred compensation to be paid when an employee leaves the entity
is based on the number of years of service of the employee and on the taxable remuneration earned by the
employee during the service period, i.e. the capital accumulated when the employment ends. The provisions
are due in the event of retirement, death, invalidity or resignation. During the periods analysed there were no
special events, such as restructuring plans, reductions or regulations.
Employee benefit plan costs slightly decreased by €0.1 million as at 31 December 2023 compared with
31 December 2022. According to IAS 19, the liability was determined by an actuarial calculation. The effect
of the actuarial loss, amounting to €0.01 million for the year ended 31 December 2023 (profit of €0.7 million
for the year ended 31 December 2022), has been recognised in other comprehensive income (OCI).
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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20. EMPLOYEE BENEFITS LIABILITIES CONTINUED
The following table sets forth the maturity profile of the Defined Benefit Obligation:
Maturity profile of Defined Benefit Obligation
€’000
Years
Expected benefit payments during the fiscal year ending 31 December 2024
148
Expected benefit payments during the fiscal year ending 31 December 2025
111
Expected benefit payments during the fiscal year ending 31 December 2026
130
Expected benefit payments during the fiscal year ending 31 December 2027
148
Expected benefit payments during the fiscal year ending 31 December 2028
167
Expected benefit payments during the fiscal year ending 31 December 2029
through 31 December 2033
1,605
The amounts recognised in the Statement of Financial Position are as follows:
€’000 2023
2022
Present value of obligation
(2,309)
(1,895)
Fair value of scheme assets
–
–
Employee benefit liability
(2,309)
(1,895)
The amounts included within the Statement of Comprehensive Income are as follows:
€’000 2023
2022
Current service costs
603
758
Amount included in personnel costs
603
758
Interest on pension liabilities
71
25
Amount included in finance cost
71
25
Analysis of the amount recognised in Statement of Total Comprehensive Income:
€’000 2023
2022
Experience (loss)/gain on liabilities
(49)
679
Net (loss)/gain
(49)
679
Changes in the present value of the employee benefit obligation are as follows:
€’000 2023
2022
Opening employee benefit obligation
1,895
2,069
Service cost – continuing operations
603
758
Interest cost
71
25
Actuarial gain/(loss)
49
(679)
Benefit paid
(402)
(314)
Other movements
93
36
Closing employee benefit obligation
2,309
1,895
Expected payments for the year ended 31 December 2024 for the Group amount to €0.1 million.
One of the main assumptions is the discount rate, which should be based on the returns available on high-
quality corporate bonds at the accounting date with a term corresponding to that of liabilities. The other
assumptions should be chosen to reflect a better estimate of future long-term experience. IAS 19 does not
define ‘high quality’, but generally means a security rating of AA.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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20. EMPLOYEE BENEFITS LIABILITIES CONTINUED
The financial assumptions used for this report at the end of the fiscal year are:
■ Discount rate: corporate bonds of appropriate duration and quality should be considered in order to
determine a discount rate appropriate for IAS purposes. The discount rates used for assessing current and
previous assessments were chosen based on the Willis Towers Watson (scheme actuaries) rate;
■ Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price
set by the European Central Bank over the medium term with a country-specific adjustment; and
■ Increase in remuneration: the hypothesis was selected in agreement with the Company.
Principal assumptions at the Statement of Financial Position date (expressed as weighted averages) are
as follows:
2023
2022
Discount rate
3.20%
3.70%
Rate of retail price inflation
2.25%
2.25%
Rate of increase in salaries
3.25%
3.25%
The amount for the current and previous periods are as follows:
€’000 2023
2022
Employee benefits obligation
(2,309)
(1,895)
Scheme assets
–
–
(Deficit) (2,309)
(1,895)
Experience adjustments on scheme liabilities
(49)
679
Sensitivity analysis of the value of employee benefits liabilities is shown below:
€’000 2023
2022
Base case
2,305
1,895
Discount rate +0.5%
163
138
Discount rate -0.5%
(145)
(122)
€’000 2023
2022
Base case
2,305
1,895
Salary rate +0.5%
39
47
Salary rate -0.5%
(38)
(88)
€’000 2023
2022
Base case
2,305
1,895
Price inflation +0.5%
56
47
Price inflation -0.5%
(60)
(88)
21. DEFERRED TAX LIABILITIES
Deferred tax liabilities are calculated in full-on temporary differences under the liability method using the tax
rate of the country in which such differences have arisen.
The movement of deferred tax liabilities is shown below:
€’000 2023
2022
As at 1 January
1,471
659
Business combination
554
986
Recognised in profit and loss
(234)
(174)
As at 31 December
1,791
1,471
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
128
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
21. DEFERRED TAX LIABILITIES CONTINUED
Details of deferred tax liabilities are shown below:
€’000 2023
2022
Other
426
274
Customer relationship
1,365
1,197
Total
1,791
1,471
The increase compared with last year is mainly related to the deferred tax liabilities arising from the fair value
of the intangible assets arising from the purchase price allocation exercise in relation to the consideration
paid for the acquisition of GestionaleAuto.com.
22. PROVISIONS
Other non-current liabilities and provisions include:
Restated
€’000 2023 2022
Current provisions*
120
153
Non-current provisions*
57
142
Total
177
295
Provisions classified within liabilities amounts to €0.2 million (€0.3 million as at 31 December 2022) and includes
the provision for certain risk mainly related to litigations in place with some employees who left MotorK and
whose level of risk is assessed as probable by management. The amount is in line with last year.
Restated
€’000 2023 2022
Current provisions as at 1 January
153
366
Release of the period
(262)
(336)
Business combination
89
–
Provision for the period
115
123
Reclassification from non-current provision
25
–
Current provisions as at 31 December
120
153
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Restated
€’000 2023 2022
Non-current provisions as at 1 January
142
–
Reclassification to current provision
(25)
–
Business combination
–
120
Provision/(release) for the period
(60)
22
Non-current provisions as at 31 December
57
142
* Restated. Please refer to page 106 for further details.
129
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CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
23. SHAREHOLDERS’ EQUITY
Share capital
The share capital is composed as follows:
2023
2022
Value per Value per
Value share Value share
(€’000)
Number
(€)
(€’000)
Number
(€)
Ordinary shares
407
40,702,185
0.01
403
40,310,252
0.01
Total
407
40,702,185
0.01
403
40,310,252
0.01
During the financial year 2023 share capital changed due to the following items:
■ issue of 1,310,043 shares related to the reserved capital increase of €3 million (of which €13 thousand
as share capital and €3 million as share premium) with Lucerne to further bolster the Group’s external
growth strategy;
■ issue of 447,769 shares related to the exercise of stock-option assigned to the employees resulting in
€1.5 million of which €4 thousand as share capital and €1.5 million as share premium;
■ issue of 31,370 shares related to the earn-out assigned to the former shareholders of Dapda and Dapda
Media resulting in €0.2 million of which €0.3 thousand as share capital and €0.2 million as share premium;
■ cancellation of 1,397,249 shares (resulting in €2.3 million of which €14 thousand as share capital and
€2.3 million as share premium) related to the buy-back programme in place during the year 2023.
On 18 July 2022, the AGM of MotorK Plc authorised to buy back its own ordinary shares by way of
off-market purchases on Euronext Amsterdam and via block trades up to a maximum aggregate value
of €3 million. This authorisation is limited to the maximum of 4,032,895 ordinary shares, representing
approximately 10 per cent of the Company’s issued ordinary share capital as at the date of the last AGM
of the Company. Such provision has been renewed by the AGM held on 11 May 2023. Following the law
provisions, the Group cannot hold treasury shares and therefore shares bought back are then cancelled.
Pricing rules of such buy-back are public as the relevant agreement with the broker was approved by
the AGM.
On 11 May 2023, AGM approved a capital reduction by way of the cancellation of an amount equal to
€4 million standing to the credit of the Group’s share premium account, to create additional distributable
reserves, included in respect of the Programme. Such capital reduction implied a reduction of Share Premium
and an increase of Retained Earnings without effect on the number of shares of the Company. On 18 July
2022, AGM approved a capital reduction by way of the cancellation of an amount equal to €4 million
standing to the credit of the Group’s share premium account, to create additional distributable reserves,
included in respect of the Programme. Such capital reduction implied a reduction of Share Premium and a
increase of Retained earnings without effect on the number of shares of the Company .
Share-based payments
The Group operates an equity-settled share-based remuneration scheme for employees, which comprises the
Group Employee Share Option Plan.
During the year ended 31 December 2023, 1,044,646 (1,358,371 in 2022) options were granted to employees
in the context of the Omnibus LTIP issued in 2022, providing a straight-line basis vesting over three or four
years and subject to performance conditions, defined on the basis of Group performance decided year
over year (for more details regarding performance conditions please refer to the disclosure done in the
Remuneration Committee report of this Annual Report). As per the rules of the Plan, the FY2022 grant
provide with different exercise price on the basis of the date of the grant:
■ 261,613 options granted in January 2023 with an exercise price of €1.21 with a life of ten years;
■ 653,333 options granted in June 2023 with an exercise price of €2.37 with a life of ten years;
■ 25,000 options granted in 9 November 2023 with an exercise price of €2.73 with a life of ten years; and
■ 104,700 options granted in 22 November 2023 with an exercise price of €2.79 with a life of ten years.
The Company has in place also the Original Share Option Plan issued before FY2022 providing a straight-
line basis vesting over four years, with an exercise price of €0.34 and with a life of 10 years. More information
related to the share option plans mentioned above are reported in the Remuneration Committee Report of
this Annual Report .
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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23. SHAREHOLDERS’ EQUITY CONTINUED
Share-based payments continued
Original Share Option Plan
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€ cents)
Number
(€ cents)
Number
Outstanding at 1 January
34
3,224,385
34
3,201,583
Subdivision of shares
Granted during the year
–
–
34
345,353
Lapsed during the year
1
34
(197,953)
34
(322,551)
Exercised during the year
34
(567,769)
Outstanding at 31 December
34
2,458,663
34
3,224,385
Of which
Vested
2,173,462
2,337,087
Unvested
285,201
887,298
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
Omnibus LTIP
a) Grant related to FY2022
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€)
Number
(€)
Number
Outstanding at 1 January
1.645/1.895
1,013,018
1.645
–
Subdivision of shares
Granted during the year
–
–
1.645
1,013,018
Lapsed during the year
1
1.645/1.895
(350,000)
1.645
–
Outstanding at 31 December
1.645/1.895
663,018
1.645
1,013,018
Of which
Vested
190,673
–
Unvested
472,345
1,013,018
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met .
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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23. SHAREHOLDERS’ EQUITY CONTINUED
Share-based payments continued
b) Grant related to January 2023
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€)
Number
(€)
Number
Outstanding at 1 January
–
–
–
–
Subdivision of shares
Granted during the year
1.21
261,613
–
–
Lapsed during the year
1
–
–
–
–
Outstanding at 31 December
1.21
261,613
–
–
Of which
Vested
87,20
4
–
Unvested
174,409
–
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
c) Grant related to June 2023
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€)
Number
(€)
Number
Outstanding at 1 January
–
–
–
–
Subdivision of shares
Granted during the year
2.37
653,333
–
–
Lapsed during the year
1
2.37
(202,633)
–
–
Outstanding at 31 December
2.37
450,700
–
–
Of which
Vested
–
–
Unvested
450,700
–
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met .
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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23. SHAREHOLDERS’ EQUITY CONTINUED
Share-based payments continued
d) Grant related to 9 November 2023
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€)
Number
(€)
Number
Outstanding at 1 January
–
–
–
–
Subdivision of shares
Granted during the year
2.73
25,000
–
–
Lapsed during the year
1
2.73
(6,250)
–
–
Outstanding at 31 December
2.73
18,750
–
–
Of which
Vested
–
–
Unvested
18,750 –
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
e) Grant related to 22 November 2023
2023
2022
Weighted Weighted
average average
exercise exercise
price price
(€)
Number
(€)
Number
Outstanding at 1 January
–
–
–
–
Subdivision of shares
Granted during the year
2.79
104,700
–
–
Lapsed during the year
1
2.79
(26,175)
–
–
Outstanding at 31 December
2.79
78,525
–
–
Of which
Vested
–
–
Unvested
78,525
–
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share-based remuneration scheme operated by the Group:
2023 2023 2023 2023 2022
(Omnibus LTIP (Omnibus LTIP (Omnibus LTIP (Omnibus LTIP 2022 Original Share
Jan 2023) Jun 2023) 9 Nov 2023) 22 Nov 2023) Omnibus LTIP Option Plan
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average share price at grant date (€)
0.7655
1.1306
1.2680
1.2680
0.7650
4.7800
Exercise price (€)
1.21
2.37
2.73
2.79
1.645/1.895
0.337
Weighted average contractual life (years)
10
10
10
10
10
10
Volatility
31.20%
31.59%
31.40%
31.40%
31.20%
31.20%
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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23. SHAREHOLDERS’ EQUITY CONTINUED
Share-based payments continued
The expected price volatility is based on the historic volatility (based on the remaining life of the options),
adjusted for any expected changes to future volatility due to publicly available information. Historic volatility
is estimated looking at the five-year, 50-day median volatility of a sample of comparable companies
operating in the software industry listed on the European stock market (Euronext).
The share-based remuneration expense comprises:
€’000 2023
2022
Equity-settled scheme
1,202
1,543
The issuance of 447,769 shares related to the exercise of stock-option assigned to the employees generates
a reduction of Retained Earning of €1.3 million and result in an increase of share capital and share premium.
Earn-out reserve
Earn-out reserve represents contingent consideration to be paid-in shares to be issued on the basis of the
earn-out mechanism in place with the former shareholders of the companies acquired in December 2021
(Dapda and Fidcar).
The increase of the earn-out reserve for €0.8 million compared to the previous year is related to the following
offsetting events:
■ €1 million related to the accrual of the earn-out provisions to be paid through issuance of shares net of;
■ negative €0.2 million related to the issuance of shares related to the earn-out assigned to the former
shareholders of Dapda and Dapda Media (reclassified into share capital and share premium).
The last outstanding shares will be issued before 31 December 2024.
24. DISCONTINUED OPERATIONS
During FY2022, the Group has completed the sale of the DriveK business unit classified as held for sale in the
consolidated financial statements ended 31 December 2021.
The transaction completed on 15 December 2022 involved the contribution in kind of the DriveK business
into Auto XY S.p.A, company fully owned by Gedi Gruppo Editoriale S.p.A. After that, 31.94% of the new
combined entity was sold by MotorK Italia S.r.l. to Gedi Gruppo Editorial S.p.A. so that, after the transaction,
MotorK Italia S.r.l. owned 20% of the combined entity. The transaction has generated a gain on sale of
€7.8 million and a cash inflow of €4 million. The transactions described was entirely concluded in FY2022.
For further disclosure please refer to the MotorK Group Annual Report FY2022.
On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. has been granted a reciprocal put
and call to be exercised no later than 30 June 2026 calculated on certain EBITDA and Net Financial Positions
targets of the Combined Entity.
The results of the DriveK business unit is presented below only for comparative purposes as the transactions
was completed in FY2022.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
134
MotorK
Financial Statements continued
Annual Report 2023
24. DISCONTINUED OPERATIONS CONTINUEDFor the For the
year ended year ended
31 December 31 December
€’000 2023 2022
Revenue from customers
–
5,506
Capital gain
–
7,767
Costs for marketing and call centre services
–
3,561
Personnel costs
–
1,863
R&D
Other
capitalisati
operating
on
costs
– –
–
1,115
COMPANY
Amortisation and depreciation
–
–
Total costs
–
6,539
Operating profit
–
6,734
Finance expense
–
–
STRA
REPORT
Profit before tax
–
6,734
TEGIC
Corporate income tax
–
–
Profit after income tax of discontinued operation
–
6,734
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
OVERVIEW
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
€’000
As at As at
31 December 31 December
2023 2022
Intangible assets
–
–
Trade and other receivables
–
–
Total assets classified as held for sale
–
–
Trade and other payables
–
–
Employees benefits
–
–
Total liabilities classified as held for sale
–
–
Net assets classified as held for sale
–
–
The net cash flows incurred by the DriveK business unit is presented only for comparative purposes.
€’000
For the For the
year ended year ended
31 December 31 December
2023 2022
Net cash flows from/(used in) operating activities
–
(960)
Net cash from investing activities
–
4,011
Net cash from financing activities
–
–
Net increase in cash generated by the business
–
3,051
135
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25. BUSINESS COMBINATIONS
The acquisitions completed during the year 2023 were made in the context of the Group’s growth strategy to
expand its customer base in Italy and its suite of products. Please see below for more details.
GestionaleAuto.com S.r.l.
The initial consideration paid for the acquisition of 100% of the voting equity interests of GestionaleAuto.
com S.r.l. in 16 June 2023 amounts to €3.2 million paid in cash. In addition to the initial consideration paid,
the sale and purchase agreement regulating the transfer of shares to MotorK Italia S.r.l. provides with a
deferred payment of €3 million to be paid in cash by June 2024. Management has performed the purchase
price allocation during the year 2023 and the excess of the purchase price over the fair value of the estimated
net assets acquired for an amount of €7 million has been allocated for €1.2 million to customer relationship,
€0.4 million to trademark, €0.5 million to software, for €0.6 million to deferred tax liabilities, for €0.1 million
to unfavourable contract and for €5.6 million to goodwill.
GestionaleAuto.com was founded in 2004 and it is a prominent software as a service player in the Italian
digital automotive retail market. The company provides car dealers with a comprehensive suite of digital
solutions focused on multi-publishing stock management, omnichannel digital showroom capability, and
lead generation and follow-up. The acquisition of GestionaleAuto.com aligns with MotorK’s M&A strategy to
consolidate market share and strengthen its leadership position in Europe’s digital automotive retail market.
By acquiring GestionaleAuto.com, MotorK will be able to leverage its complementary strengths and expand
its offerings to a larger customer base, unlocking new growth opportunities in one of its core markets.
Since the acquisition date, GestionaleAuto.com S.r.l. contributed for €0.1 million to the Group consolidated
result for the year and €1.2 million to Group revenue in the consolidated financial statements closed as at
31 December 2023.
If the acquisition of GestionaleAuto.com S.r.l. had occurred on 1 January 2023, Group revenue would have
increased by an estimated €0.8 million and Group profit before tax would have increased by an estimated €0.05
million. In determining these amounts, management has assumed that the fair value adjustments that arose on
the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2023.
The Group has incurred €0.1 million of costs in relation to the acquisition of GestionaleAuto.com S.r.l. in the
period. These costs have been included in the Group’s consolidated statement of profit and loss and other
comprehensive income caption other operating costs.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill
are as follows:
Book value at
GestionaleAuto.com S.r.l. acquisition Restated
(€’000)
date
Adjustment
fair value
Customer relationship
–
1,160
1,160
Trademark
–
398
398
Software
–
516
516
Property, plant and equipment
61
–
61
Receivables
419
–
419
Cash at bank and in hand
169
–
169
Payables
(1,457)
–
(1,457)
Unfavourable contract
–
(89)
(89)
Deferred tax
–
(554)
(554)
Total net assets (A)
(808)
1,431
623
Fair value of consideration
Cash
3,250
Deferred consideration
2,980
Total consideration (B)
6,230
Goodwill (B)-(A)
5,607
Total book of the net assets of GestionaleAuto.com at acquisition date is negative for € 0.8 million. As per
Italian law, the Company has been recapitalised during FY2023.
Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible
for tax purposes. It mostly represents potential synergies, such as cross-selling and up-selling opportunities
between GestionaleAuto.com and the Group.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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26. EARNINGS PER SHARE
The following table shows earnings per share, calculated by dividing the result for the year by the weighted
average number of ordinary shares outstanding during the year.
For the year ended
31 December
2023
2022
Loss for the period (in thousands)
(13,247)
(7,277)
Loss from continuing operations (in thousands)
(13,247)
(14,011)
Profit from discontinued operations (in thousands)
–
6,734
Weighted average number of shares
40,082,754
40,506,379
Earnings per share
(0.33)
(0.18)
Earnings per share from continuing operations
(0.33)
(0.35)
Earnings per share from discontinued operations
–
0.17
It should be noted that share-based payments are instruments that could potentially dilute basic earnings per
share in the future (for more information on these instruments reference is made to Note 23 – Shareholders’
equity). However, considering that in periods analysed a loss from continuing operations was registered,
potential ordinary shares were not dilutive as the potential conversion would decrease the loss per share,
in accordance with IAS 33.
The reduction of the weighted average number of shares is due to the cancellation of shares performed during
FY2023 in connection with the buy-back programme already disclosed above.
27. POST BALANCE SHEET EVENTS
On 5 February 2024, the Group successfully executed a reserved capital increase of €12.3 million. The
participants in this strategic round included 83North, Lucerne, PROCAR Automobile and Anfield Ltd. Such
reserve resulted in the issue of 4,088,388 new ordinary shares. In addition, these newly issued shares will
be subject to a six-month lock-up period, underlining the investors’ long-term vision and dedication to the
Group’s success.
On 4 March 2024 the above-mentioned capital injection has been strengthened with a top-up of €5 million
loan tranche from Atempo Growth, building on the initial €5 million loan facility agreement secured in
October FY2023.
As such, the combined €17.3 million of new acquired liquidity provides operational flexibility, smoothing the
path to profitability forecasted for FY2024.
This strategic step underscores the collective confidence of both existing and new investors in MotorK’s
potential, solidifying their collaborative commitment to the Group’s sustained growth and ongoing success.
Following the negative Adjusted EBITDA reported for the year ended as at 31 December 2023 and, in the
context of the €5 million top-up obtained from Atempo Growth, MotorK has obtained from Illimity Banks the
waiver of testing the financial covenants in place as at 31 December 2023. The first testing date will be then
31 December 2024.
On 8 January 2024, the shelf company DriveK Italia S.r.l., created as a potential vehicle for the selling of the
business DriveK and then not used due to the different structuring followed in the operation, has wound up.
The value of the assets of such Company amount to roughly €3 thousand and therefore the wind-up has not
affected the assets of the consolidated financial statements as at 31 December 2023.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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28. TRANSLATION OF FOREIGN COMPANIES’ FINANCIAL STATEMENTS
The exchange rates used to translate non-Euro-zone Company’s financial statements are as follows:
2023 31 Dec 2023
Average year-end
exchange exchange
rate rate
Israeli Shekel
3.9875
3.9993
2022 31 Dec 2022
Average year-end
exchange exchange
rate rate
Israeli Shekel
3.5360
3.7554
The effect of the translation of MotorK Israel Ltd reporting package amount to €77 thousand (€0.1 million in
FY2022) as reported in the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
29. RELATED PARTY TRANSACTIONS
Compensation of key management personnel of the Group
Full details of the compensation and of number of shares of MotorK Plc of key management personnel are
given in the Directors’ remuneration report on pages 76–82. Key management personnel are the members of
the Board of Directors of MotorK Plc. Please also refer to the Directors’ remuneration report for information
regarding Directors’ shareholding in the Group.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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MOTORK PLC STATEMENT OF FINANCIAL POSITION
€’000 Note
As at
31 December
2023
Restated
As at
31 December
2023
Investments 4 62,359 58,483
Non-current assets – security deposits 4 4
Financial assets 5 26,518 20,478
Non-current assets 88,881 78,965
Trade and other receivables 6 806 600
Financial assets 5 407 –
Cash and cash equivalents 7 420 976
Current assets 1,633 1,576
Total assets 90,514 80,541
Trade and other payables 8 2,488 2,110
Current financial liabilities* 9 2,828 398
Current liabilities 5,316 2,508
Non-current financial liabilities* 9 4,286 1,618
Non-current liabilities 4,286 1,618
Total liabilities 9,602 4,126
Share capital 10 407 403
Share premium 10 69,446 68,754
Merger reserve 10 3,627 3,627
Earn-out reserve 10 1,587 798
Retained earnings 10 5,845 2,833
Total equity 80,912 76,415
Total liabilities and equity 90,514 80,541
The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006
and has not prepared its own statement of comprehensive income in these financial statements. The profit
after tax of the Parent Company for the year was €1.4 million (2022: loss of €4.4 million).
The notes on pages 141 to 151 form part of the Parent Financial Statements. The Parent Financial
Statements on pages 138 to 140 were approved and authorised for issue by the Board of Directors on
15 April 2024 and were signed on 16 April 2024 on its behalf by:
Marco Marlia
Chief Executive Officer
16 April 2024
* Restated. Please refer to page 143 for further details.
139
Financial Statements continued
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REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
MOTORK PLC STATEMENT OF CHANGES IN EQUITY
€’000
Share
capital
Share
premium
Merger
reserve
Earn-out
reserve
Retained
earnings
Total
attributable to
equity holders
of parent
1 January 2022 403 72,754 1,397 – 2,363 76,917
Loss for period – – – – (4,383) (4,383)
Total comprehensive loss for the period – – – – (4,383) (4,383)
Contributions by and distributions to owners
Issue of shares 4 – 2,230 – – 2,234
Share-based payment – – – – 1,543 1,543
Earn-out reserve – – – 798 – 798
Buy-back programme
1
(4) – – – (690) (694)
Capital reduction – (4,000) – – 4,000 –
Total contributions by and distributions to owners – (4,000) 2,230 798 4,853 3,881
31 December 2022 403 68,754 3,627 798 2,833 76,415
1 MotorK bought its own shares and cancelled them.
140
Financial Statements continued
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FINANCIAL
STATEMENTS
€’000
Share
capital
Share
premium
Merger
reserve
Earn-out
reserve
Retained
earnings
Total
attributable to
equity holders
of parent
Comprehensive income for the period
Income for period – – – – 1,455 1,455
Total comprehensive income for the period – – – – 1,455 1,455
Contributions by and distributions to owners
Issue of shares
1
18 4,692 – (204) – 4,506
Share-based payment – – – – 1,202 1,202
Share-based payment exercised – – – – (1,353) (1,353)
Shares to be issued – – – 993 – 993
Buy-back programme
2
(14) – – – (2,292) (2,306)
Capital reduction – (4,000) – – 4,000 –
31 December 2023 407 69,446 3,627 1,587 5,845 80,912
1 Please refer to Note 23 for further details.
2 MotorK bought its own shares and cancelled them.
Share capital represents the nominal value of share capital subscribed for.
Share premium represents amounts subscribed for share capital in excess of nominal value less related costs of share issues.
MOTORK PLC STATEMENT OF CHANGES IN EQUITY CONTINUED
141
Financial Statements continued
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GOVERNANCE
FINANCIAL
STATEMENTS
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS
1. GENERAL INFORMATION
MotorK Plc (the Company or the Parent Company) is a company incorporated in the UK. The registered office
is on the 5th Floor, One New Change, London, England, EC4M 9AF listed from November 2021 on Euronext
Amsterdam.
The Parent Company is the holding of a Group that offers a cloud-based holistic SaaS platform (named
SparK) to support the full vehicle lifecycle and the entire customer journey. SparK can be used to manage the
digital presence of a small single showroom dealer as well as support the sales and marketing functions of a
regional network of franchise dealerships for an automotive OEM across EMEA.
As of 31 December 2023, the main shareholders of the Parent Company are 83 North, who directly holds
approximately 19.3% of the share capital, Lucerne, who holds approximately 15% of the share capital and
the original founders Marco Marlia (CEO of the Group), Marco De Michele, and Fabio Gurgone own roughly
13% each of the share capital.
2. ACCOUNTING POLICIES
Basis of preparation of financial statements
The Parent Company financial statements of MotorK Plc (the Company) have been prepared in accordance with
Financial Reporting Standard 100 Application of Financial Reporting Requirements and Financial Reporting
Standard 101 Reduced Disclosure Framework, and as required by the Companies Act 2006.
The financial statements are prepared under the historical cost convention as modified for financial
instruments that are measured at fair value.
Disclosure exemptions adopted
In preparing these financial statements, the Company has taken advantage of all disclosure exemptions
conferred by FRS 101. Therefore, these financial statements do not include:
■ certain comparative information as otherwise required by UK-adopted international accounting standards;
■ certain disclosures regarding the Company’s capital;
■ a statement of cash flows;
■ the effect of future accounting standards not yet adopted;
■ the disclosure of the remuneration of key management personnel; and
■ disclosure of related party transactions with other wholly owned members of the Group headed by
MotorK Plc.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted as equivalent
disclosures are included in the consolidated financial statements of MotorK Plc. These financial statements
do not include certain disclosures in respect of:
■ business combinations;
■ financial instruments (other than certain disclosures required as a result of recording financial instruments
at fair value);
■ fair value measurement (other than certain disclosures required as a result of recording financial
instruments at fair value); and
■ impairment of assets.
142
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2. ACCOUNTING POLICIES CONTINUED
Investments
Equity investments in subsidiaries are entered at the consideration paid to acquire the company or at
the value subscribed for the incorporation. Management periodically review the value of the investments
to detect any possible impairment indicators. Should such indicators arise, an impairment test is carried
out to evaluate if book value is higher than the greater between fair value and value in use. Value in use is
determined with a discounted cash flow method analysis.
Financial assets
The Company’s financial assets are classified on the basis of the business model adopted to manage them
and the characteristics of the related cash flows.
a) Financial assets valued at amortised cost
Financial assets that have been verified to meet the following requirements are classified in this category:
(i) the asset is held within a business model whose objective is possession of the asset to collect contractual
financial flows; and
(ii) the contractual terms of the asset include cash flows represented solely by payments of principal and
interest on the principal amount to be repaid.
These are financial loans, other receivables and cash and cash equivalent.
Other receivables and loans are initially recognised in the financial statements at their fair value increased by
any directly attributable accessory costs to the transactions that generated them. At the time of subsequent
measurement, financial assets were shown at amortised cost, with the exception of loans that do not contain
a significant financial component, using the effective interest rate. The effects of this measurement are
recognised as a financial income component.
The Company values receivables by adopting an expected loss impairment model.
Financial liabilities
Financial liabilities include financial payables, trade payables and other payables.
Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable
transaction costs and are subsequently measured at amortised cost using the effective interest rate method. If
there is a change in the expected cash flows, the value of the liabilities is recalculated to reflect this change based
on the current value of the new expected cash flows and the initially determined internal rate of return.
Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course
of business. Trade payables are classified as current liabilities if they are paid within one year of the balance
sheet date. Otherwise, these payables are classified as non-current liabilities.
Trade and other payables are initially recognised at fair value and subsequently measured using the
amortised cost method.
Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is
extinguished, cancelled or fulfilled. Contingent considerations classified as financial liabilities are measured
at fair value through profit and loss (“FVTPL”). Ancillary costs incurred on recognition of the liability are
immediately recognised in the Consolidated income statement. On subsequent measurement, FVTPL
financial liabilities are measured at fair value.
With reference to the derecognition of a financial liability, new records must be created for its extinction
and the recognition of a new liability if the contractual terms are substantially different. The terms are
considerably different if the actualised value of the financial flow under the new terms, including any fee
paid net of the fee received and actualised using the original interest rate, are at least 10% different from
the actualised value of the remaining financial flows of the original financial liability. If the exchange of debt
instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded
as income or losses associated with the extinction. If the exchange or modification are not recognised as
extinction, any costs or fees sustained will adjust the accounting value of the liability and will be amortised
over the remaining term of the liability in question.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
143
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2. ACCOUNTING POLICIES CONTINUED
Prior year restatement
The prior year statement had presented €2,016 thousand within Provisions (Non-current liabilities) of
which €398 thousand should have been within Current financial liabilities and €1,618 thousand should have
been within Non-current financial liabilities. This has been restated in the current year presentation of the
comparative statement of financial position. The classification has been revised to present such contingent
consideration measured at fair-value through profit or loss rather than amortised cost. The restatement does
not impact total net assets and profit for the relevant year.
Share-based payments
The Company provides share-based payment arrangements to certain employees.
Where equity-settled share options are awarded to employees, the fair value of the options at the date of
grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market
vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at
each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on
the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored
into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of
the options, measured immediately before and after the modification, is also charged to the Consolidated
Statement of Comprehensive Income over the remaining vesting period. Costs incurred for share-based
payments are charged to the subsidiaries of the Group on the basis of certain intercompany agreements
stipulated between the Parent Company and the subsidiaries.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Company’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods. Estimates and judgements are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances.
Estimates and assumptions
Impairment of investments
Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation
is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or
observable market prices less incremental costs of disposing of the asset. The value in use calculation is based
on a DCF model. The cash flows are derived from the business plan for the next three years and do not include
restructuring activities that the Group is not yet committed to or significant future investments that will
enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the expected future cash inflows and the growth rate used for
extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite
useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the
different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 4.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
144
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4. INVESTMENTS
€’000 2023 2022
Cost
At 1 January 58,483 53,600
Additions 3,876 4,883
Contribution in kind of subsidiaries into MotorK Italia S.r.l. FY2022 – (13,212)
Increase of equity investments due to contribution in kind FY2022 – 13,212
At 31 December 62,359 58,483
Impairment provisions
At 1 January – –
Movement in year – –
At 31 December – –
Net book value 62,359 58,483
The value of the investments amounting to €62,359 is entirely related to the equity investments in the 100%
of the shares of MotorK Italia S.r.l. The increase of the year is related to waiver of a trade receivable of €3.9
million granted by MotorK Plc to MotorK Italia S.r.l. following the needs of recapitalisation of its subsidiary
MotorK Israel Ltd.
As at 31 December 2023, the equity investments owned in MotorK Italia S.r.l. was subjected to an impairment test
taking into account past economic and financial performance, and future expectations inferable from the business
plan 2024 – 2026. Beyond that period, operating cash flows are assumed to grow at 1.9% annually. The risk
adjusted pre-tax rate (WACC) used to discount the cash flow forecasts is 12.34%. For the purposes of estimating
the value in use of the investment, both internal and external sources of information were used. The results of the
impairment test on equity investment as at 31 December 2023 did not reveal any impairment loss. In assessing
the value in use of the investment, management has considered the potential impact of possible changes in the
main assumptions used. A sensitivity analysis was carried out by determining the break-even point WACC, which,
keeping the other parameters constant, would render the difference between the recoverable amount and the
carrying amount of the investment as nil. In these circumstances, the break-even point WACC is 16.07%.
5. CURRENT AND NON-CURRENT FINANCIAL ASSETS
Current and non-current financial assets are related to the following financial receivables towards MotorK
Italia S.r.l.:
■ €22.4 million related to revolving facilities agreements stipulated during FY2022 and FY2023. Main terms
of such intercompany agreements are interest rate calculated as Euribor 3M plus the spread determined
of the basis of appropriate benchmarking analysis (0.64%) and repayment in one instalment on 1 June
2026; and
■ €4.5 million related to the shareholder loan stipulated in October 2023 (mirroring the financial loan
entered into with Atempo Growth in October 2023). Main terms of such intercompany loan are interest
rate calculated as Euribor 3M plus the spread equal to 9.25% with a four-year duration and the monthly
tranches repayment starting from October 2024. The current portion classified as current financial assets
amounts to €0.4 million.
6. TRADE AND OTHER RECEIVABLE
€’000 2023 2022
Amounts owed from Group undertakings 465 399
Prepayments 238 185
Other receivables 103 16
Total trade and other receivables 806 600
Amounts owed from Group undertakings amounting to €0.5 million are in line with the previous period. For
further details, please refer to note 12 on Related Parties Transactions.
7. CASH AND CASH EQUIVALENT
The caption cash and cash equivalent amounting to €0.4 million (2022: €1 million) is related to cash available
in bank accounts of MotorK Plc.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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8. TRADE AND OTHER PAYABLES
€’000
Current 2023 2022
Trade payables 312 11
Amounts owed to Group undertakings 1,919 1,790
Other payables 141 213
Accruals 116 96
Total current liabilities 2,488 2,110
For details of the payables towards Group companies, please refer to Note 12 Related Parties Transactions.
9. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
€’000
Current 2023
Restated
2022
Loan with other financial institutions 341 –
Other financial liabilities* 2,487 398
Total current financial liabilities 2,828 398
€’000
Non-current 2023
Restated
2022
Loan with other financial institutions 4,286 –
Other financial liabilities* – 1,618
Total non-current financial liabilities 4,286 1,618
€’000 2023
Restated
2022
Non-current financial liabilities are repayable as follows:
> 1 year or 2 years 3,071 1,618
2 to 5 years 1,215 –
Total non-current financial liabilities 4,286 1,618
During 2023, MotorK Plc has entered into a financial loan with Atempo Growth for €4.6 million (net of costs
incurred) in October 2023 to fuel the growth of the business for the third quarter of the year and for FY2024
with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. No financial
covenants in place. Standard pledged are ensured to Atempo Growth in the context of the agreement
entered into by the parties. Other financial liabilities (classified within current financial liabilities) amount
to€2.5 million (€2 million as at 31 December 2022, splitted for €1.6 million as non-current financial liabilities
and €0.4 million as current financial liabilities) and include the contingent consideration to be paid for the
acquisitions made in the previous years.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
* Restated. Please refer to page 143 for further details.
146
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10. SHAREHOLDERS EQUITY
Share capital
The share capital is composed as follows:
2023 2022
Value
(€’000) Number
Value per
share
(€)
Value
(€’000) Number
Value per
share
(€)
Ordinary shares 407 40,702,185 0.01 403 40,310,252 0.01
Total 407 40,702,185 0.01 403 40,310,252 0.01
During the financial year 2023 share capital changed due to the following items:
■ issue of 1,310,043 shares related to the reserved capital increase of €3 million (of which €13 thousand
as share capital and €3 million as share premium) with Lucerne to further bolster the Group’s external
growth strategy;
■ issue of 447,769 shares related to the exercise of stock-option assigned to the employees resulting in
€1.5million of which €4 thousand as share capital and €1.5 million as share premium;
■ issue of 31,370 shares related to the earn-out assigned to the former shareholders of Dapda and Dapda
Media resulting in €0.2 million of which €0.3 thousand as share capital and €0.2 million as share premium;
■ cancellation of 1,397,249 shares (resulting in €2.3 million of which €14 thousand as share capital and
€2.3 million as share premium) related to the buy-back programme in place during the year 2023.
On18 July 2022, the AGM of MotorK Plc has authorised to buy back its own ordinary shares by way of
off-market purchases on Euronext Amsterdam and via block trades up to a maximum aggregate value
of €3 million. This authorisation is limited to the maximum of 4,032,895 ordinary shares, representing
approximately 10per cent of the Company’s issued ordinary share capital as at the date of the last AGM
of the Company. Such provision has been renewed by the AGM held on 11 May 2023. Following the law
provisions the Group cannot hold treasury shares and therefore shares bought back are then cancelled.
Pricing rules of such buy-back are public as the relevant agreement with the broker was approved by
theAGM.
On 11 May 2023, AGM approved a capital reduction by way of the cancellation of an amount equal to
€4 million standing to the credit of the Group’s share premium account, to create additional distributable
reserves, included in respect of the Programme. Such capital reduction implies a reduction of Share Premium
and an increase of Retained earnings without effect on the number of shares of the Company.
On 18 July 2022, the AGM approved a capital reduction by way of the cancellation of an amount equal to
€4 million standing to the credit of the Group’s share premium account, to create additional distributable
reserves, included in respect of the Programme. Such capital reduction implied a reduction of Share Premium
and an increase of Retained earnings without effect on the number of shares of the Company.
Share-based payments
The Group operates an equity-settled share-based remuneration scheme for employees, which comprises the
Original Share Option Plan and the Omnibus LTIP.
During the year ended 31 December 2023, 1,044,646 (1,358,371 in 2022) options were granted to employees
in the context of the Omnibus LTIP issued in 2022, providing a straight-line basis vesting over three or four
years and subject to performance conditions defined on the basis of Group performance decided year
over year (for more details regarding performance conditions, please refer to the disclosure done in the
Remuneration Committee Report of this Annual Report). As per the rules of the Plan, the FY2022 grant
provide with different exercise price on the basis of the date of the grant:
■ 261,613 options granted in January 2023, with an exercise price of €1.21 with a life of ten years;
■ 653,333 options granted in June 2023, with an exercise price of €2.37 with a life of ten years;
■ 25,000 options granted in 9 November 2023, with an exercise price of €2.73 with a life of ten years; and
■ 104,700 options granted in 22 November 2023, with an exercise price of €2.79 with a life of ten years.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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10. SHAREHOLDERS EQUITY CONTINUED
Share-based payments continued
The Company also has in place the Original Share Option Plan issued before FY2022 providing a straight-line
basis vesting over four years, with an exercise price of €0.34 and with a life of 10 years.
Original Share Option Plan
2023 2022
Weighted
average
exercise
price
(€ cents) Number
Weighted
average
exercise
price
(€ cents) Number
Outstanding at 1 January 34 3,224,385 34 3,201,583
Subdivision of shares
Granted during the year – – 34 345,353
Lapsed during the year
1
34 (197,953) 34 (322,551)
Exercised during the year 34 (567,769)
Outstanding at 31 December 34 2,458,663 34 3,224,385
Of which
Vested 2,173,462 2,337,087
Unvested 285,201 887,298
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
Omnibus LTIP
a) Grant related to FY2022
2023 2022
Weighted
average
exercise
price
(€) Number
Weighted
average
exercise
price
(€) Number
Outstanding at 1 January 1.645/1.895 1,013,018 1.645 –
Subdivision of shares
Granted during the year – – 1.645 1,013,018
Lapsed during the year
1
1.645/1.895 (350,000) – –
Outstanding at 31 December 1.645/1.895 663,018 1.645 1,013,018
Of which
Vested 190,673 –
Unvested 472,345 1,013,018
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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10. SHAREHOLDERS EQUITY CONTINUED
Share-based payments continued
b) Grant related to January 2023
2023 2022
Weighted
average
exercise
price
(€) Number
Weighted
average
exercise
price
(€) Number
Outstanding at 1 January – – – –
Subdivision of shares
Granted during the year 1.21 261,613 – –
Lapsed during the year
1
– – – –
Outstanding at 31 December 1.21 261,613 – –
Of which
Vested 87,20 4 –
Unvested 174,409 –
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
c) Grant related to June 2023
2023 2022
Weighted
average
exercise
price
(€) Number
Weighted
average
exercise
price
(€) Number
Outstanding at 1 January – – – –
Subdivision of shares
Granted during the year 2.37 653,333 – –
Lapsed during the year
1
2.37 (202,633) – –
Outstanding at 31 December 2.37 450,700 – –
Of which
Vested – –
Unvested 450,700 –
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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10. SHAREHOLDERS EQUITY CONTINUED
Share-based payments continued
d) Grant related to 9 November 2023
2023 2022
Weighted
average
exercise
price
(€) Number
Weighted
average
exercise
price
(€) Number
Outstanding at 1 January – – – –
Subdivision of shares
Granted during the year 2.73 25,000 – –
Lapsed during the year
1
2.73 (6,250) – –
Outstanding at 31 December 2.73 18,750 – –
Of which
Vested – –
Unvested 18,750 –
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
e) Grant related to 22 November 2023
2023 2022
Weighted
average
exercise
price
(€) Number
Weighted
average
exercise
price
(€) Number
Outstanding at 1 January – – – –
Subdivision of shares
Granted during the year 2.79 104,700 – –
Lapsed during the year
1
2.79 (26,175) – –
Outstanding at 31 December 2.79 78,525 – –
Of which
Vested – –
Unvested 78,525 –
1 The options lapsed when the beneficiary left the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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10. SHAREHOLDERS EQUITY CONTINUED
Share-based payments continued
The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share-based remuneration scheme operated by the Group:
2023
(Omnibus LTIP
Jan 2023)
2023
(Omnibus LTIP
Jun 2023)
2023
(Omnibus LTIP
9Nov 2023)
2023
(Omnibus LTIP
22Nov 2023)
2022
Omnibus LTIP
2022
Original Share
Option Plan
Option pricing model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes
Weighted average share price at grant date (€) 0.7655 1.1306 1.2680 1.2680 0.7650 4.7800
Exercise price (€) 1.21 2.37 2.73 2.79 1.645/1.895 0.337
Weighted average contractual life (years) 10 10 10 10 10 10
Volatility 31.20% 31.59% 31.40% 31.40% 31.20% 31.20%
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. Historic volatility is
estimated looking at the five-year, 50-day median volatility of a sample of comparable companies operating in the software industry listed on the European stock market (Euronext).
The share-based remuneration expense comprises:
€’000 2023 2022
Equity-settled scheme 1,202 1,543
The issuance of 447,769 shares related to the exercise of stock-option assigned to the employees generates a reduction of Retained Earning of €1.3 million and result in an increase of share capital and share premium.
Earn-out reserve
Earn-out reserve represents contingent consideration to be paid-in shares to be issued on the basis of the earn-out mechanism in place with the former shareholders of the companies acquired in December 2021 (Dapda
and Fidcar). The increase of the earn-out reserve for €0.8 million compared to the previous year is related to the following offsetting events:
■ €1 million related to the accrual of the earn-out provisions to be paid through issuance of shares net of;
■ negative €0.2 million related to the issuance of shares related to the earn-out assigned to the former shareholders of Dapda and Dapda Media (reclassified into share capital and share premium).
The last outstanding shares will be issued before 31 December 2024.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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11. DEFERRED TAX
The Company has estimated trading losses totalling approximately €20 million (2022: €25 million). A deferred tax asset of approximately €5 million has not been recognised due to the uncertainty as to when the loss will be
utilised.
12. RELATED PARTY TRANSACTIONS
Compensation of key management personnel of the Group. Full details of the compensation of key management personnel are given in the Directors’ remuneration report on pages76–82.
Transactions with related parties are related to receivables and payables booked towards companies of the Group, namely:
€’000
2023 2022
Trade and other
receivables
Trade and other
payables
Financial
assets
Trade and other
receivables
Trade and other
payables
Financial
assets
MotorK Italia S.r.l. 270 1,894 26,925 354 1,790 20,478
MotorK Israel Ltd 195 25 – 45 – –
Total 465 1,919 26,925 399 1,790 20,478
The financial assets towards MotorK Italia S.r.l. is related to the loan agreements in place which details are provided below:
■ loan agreements for an amount of €22.4 million entered into between June 2022 and May 2023 to be repaid in one instalment on 1 June 2026. Main terms of such agreements are already disclosed above (refer to Note5
Current and Non-current Financial Assets); and
■ €4.5 million related to the shareholder loan stipulated in October 2023 (mirroring the financial loan entered into with Atempo Growth in October 2023) to be repaid with monthly tranches starting from October 2024.
Main terms of such intercompany loan are already disclosed above (refer to Note 5 Current and Non-current Financial Assets).
The intercompany agreement provides with term and conditions of the loan including the interest rate calculated on the basis of a benchmark analysis prepared by management with the support of an external consultant
with relevant expertise. The financial assets amounting to €26.9 million includes interests accrued in FY2022 and FY2023 for €1.1 million.
Trade and other receivables and trade and other payables are regulated by intercompany agreements providing relevant terms and conditions on the basis of the transfer pricing policy in place (recharges of the year at cost
as pass-through (OECD Guidelines)). Payments are due during FY2024.
NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED
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GROUP ALTERNATIVE PERFORMANCE MEASURE (APM)
Please find below the list of Group APM indicating its definition, explanation why they are considered relevant
and reconciliation with the accounts.
ANNUAL RECURRING REVENUE (ARR)
ARR is considered an alternative performance measure (APM) and it represents the yearly subscription
contract value of the Group’s customer base at the end of the reporting period (December). Due to the
accounting policies applied by MotorK Group, the ARR differs from the revenue caption of the Consolidated
Statement of Profit and Loss and Other Comprehensive Income. As per the revenue recognition applied, the
most significant part of the revenues of the SaaS multi-year contracts are recognised point in time in the
moment in which access to the products is granted to the customers.
ARR represents the value of the December monthly subscription fee of the Group’s customer base multiplied
by 12. This is the main KPI used by the markets to measure company operating in a SaaS business.
COMMITTED ANNUAL RECURRING REVENUE (CARR)
CARR is considered an alternative performance measure (APM) and it represents the value of ARR plus the
annual recurring revenue that will be generated by additional contracts already signed and committed yet
to be delivered and billed. Due to the nature of MotorK Group standard terms and conditions, the contracts
signed are binding for the customers. It is therefore only a matter of time before the committed component
ofthe CARR is converted into ARR.
Reconciliation with accounts:
December 2023 monthly recurring billing* €2.84m
Number of months 12
Total Annual recurring revenue (ARR) (A) €34.1m
December 2023 monthly committed recurring billing €0.38m
Number of months 12
Total committed component (B) €4.5m
Committed annual recurring revenue (CARR) (A+B) €38.6m
* It represents the amount of fees related to SaaS platform recurring revenue contracts billed or where the right to bill exists in December 2023 to
customers. This amount cannot be traced back to note 9 of the consolidated financial statements as revenue is booked on the basis of two different
performance obligations implied in the agreements. December 2023 monthly recurring billing represents the amount billed or where the right to bill
exists in December 2023.
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Financial Statements continued
GROUP ALTERNATIVE PERFORMANCE MEASURE (APM) CONTINUED
OPERATING FREE CASH FLOW AND FREE CASH FLOW
Operating cash flow measures cash generated by MotorK Group business operations. Free cash flow is the cash that MotorK Group generates from its business operations after subtracting capital expenditures. These
indicators are considered non-GAAP measures and Group APMs. The following table shows the reconciliation with the accounts.
Reconciliation:
€’000 2023 2022
(Increase) in trade and other receivables and contract assets (3,954) (9,127) A Consolidated Statement of Cash Flows page 96
Increase in trade and other payables 1,210 1,865 B Consolidated Statement of Cash Flows page 96
Adjusted EBITDA (1,439) 234 C Please refer to the reconciliation reported in the page below
Other minor movements (293) (234) D Other minor movements are included in different lines of the
Consolidated Statement of Cash Flows page 96
Net cash flows from/(used in) operating activities from discontinued operations – (960) E Note 24 on pages 133–134
Operating free cash flow (4,476) (6,302) F = A+B+C+D-E
Income taxes paid (712) (150) G Consolidated Statement of Cash Flows page 96
Purchase of intangible assets (9,358) (8,760) H Consolidated Statement of Cash Flows page 96
Note 13 on pages 117–118
Purchases of property, plant and equipment (92) (315) I
Consolidated Statement of Cash Flows page 96
Note 14 on pages 119-120
Free cash flow (14,638) (15,527) L = F+G+H+I
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GROUP ALTERNATIVE PERFORMANCE MEASURE (APM) CONTINUED
ADJUSTED EBITDA
This represents the operating profit that the Group is able to generate excluding exceptional components. It is considered a Group APM as it measures the ability of the Group to focus on recurring component excluding
expenses that are not strictly inherent to the underlying business performance.
Reconciliation:
€’000 2023 2022
Loss before tax (15,562) (13,871) A Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93
Finance costs 1,097 1,235 B Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93
Note 11 on page 115
Finance income (57) (231) C Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93
Note 11 on page 115
EBIT (14,522) (12,867) D=A+B+C
Depreciation
and amortisation
8,741 8,013 E Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93
Note 10 on pages 114–115
EBITDA (5,781) (4,854) F=D+E
Exceptional costs 3,140 3,545 G Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93 note 10 on pages 114–115
Financial and Operating Review page 38
Stock option plan cost 1,202 1,543 H Consolidated Statement of Profit and Loss and Other
Comprehensive Income page 93
Note 10 on pages 114–115
Adjusted EBITDA (1,439) 234 I=F+G+H
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GROUP ALTERNATIVE PERFORMANCE MEASURE (APM) CONTINUED
CASH EBITDA
Cash EBITDA is a consistent measure of trading performance, aligned with the interests of our shareholders and a good proxy of cash generated during the year. This is considered a Group APM by management.
Reconciliation:
€’000 2023 2022
Adjusted EBITDA (1,439) 234 A Please refer to the reconciliation reported on page 154
Increase in contract assets (4,114) (7,154) B Group cash movements for the year page 41
R&D capitalisation (9,342) (8,707) C Consolidated Statement of Profit and Loss and Other Comprehensive
Income page 93
Cash EBITDA (14,895) (15,627) D = A+B+C
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Company Information
COMPANY INFORMATION
Directors Amir Rosentuler (Chairman)
Marco Marlia (Chief Executive Officer)
Laurel Charmaine Bowden (Non-Executive Director)
Måns Hultman (Non-Executive Director/Independent Director)
Mauro Pretolani (Non-Executive Director/Independent Director)
Company Secretary Gravitas Company Secretarial Services Limited
Registered office 5th Floor, One New Change, London, EC4M 9AF United Kingdom
Company number 09259000
Independent auditors BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors K&L Gates LLP
One New Change
London
EC4M 9AF
United Kingdom
Company website www.motork.io
MOTORK INVESTOR RELATIONS
Boaz Zilberman
Email: investors@motork.io
WEBSITE: MOTORK.IO