DRIVING TECHNOLOGY FORWARD

ANNUAL REPORT 2024

Introduction

We fuel digital

innovation for the

automotive industry.

WE ARE MOTORK

“At MotorK, we are committed to excellence and

relentless pursuit of innovation.

Innovation isn’t just part of our strategy—it’s in our DNA.

As pioneers in AI-driven automotive retail, we push

boundaries and deliver intelligent, scalable solutions.

We call ourselves SparKers because we ignite change,

leading the digital revolution in mobility. Technology

evolves gradually—until it transforms everything at

once. We believe we are at that turning point, and

MotorK is at the forefront, driving the industry forward.”

Marco Marlia

Chief Executive Officer

We shape the industry’s digital

future by equipping manufacturers

and dealerships with AI-powered

technology that enhances

efficiency and growth.

MotorK Annual Report 2024

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Highlights

HIGHLIGHTS

Revenues

€40.3m

Restated 2023: €38.5m

Adjusted EBITDA

-€0.5m

Restated 2023: -€5.2m

PDF/PRINTED VERSION

This document is the PDF/printed version of MotorK’s

2024 Annual Report and has been prepared for ease of

use. The 2024 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.

Committed annual recurring revenues (CARR)

€38.4m

Restated 2023: €35.9m

Cash EBITDA⁴

-€8.8m

Restated 2023: -€15.2m

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

€3.4m

2023: €3.5m

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 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 152 of this Annual Report.

2 It is equivalent to the caption Cash on hand and cash at banks reported in the Consolidated Statement of Financial Position on page 94 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.

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 152 of this Annual Report.

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 2024

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STATEMENTS

At a Glance

A TRUSTED PARTNER

Enterprise customers

2023: XXX

Retail customer base

6,000

2023: 5,200

Innovation is at the heart of our DNA

READ MORE ABOUT OUR

BUSINESS MODEL:

PAGE 18

BROAD

GEOGRAPHICAL

FOOTPRINT

We operate through

11 offices in 8 countries,

employing 385 people

REVENUE

Revenue mix

SaaS platform 75% (2023: 73%)*

Digital marketing 22% (2023: 20%)

Other revenues 3% (2023: 7%)

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

300+

automotive-specific features

*It includes Contract start-up revenue. Please refer to the Financial and Operating review Section on page 38 for further details.

MotorK Annual Report 2024

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Our Strategic Framework

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 20

WE SPEAK THE LANGUAGE OF

MOBILITY: OVERCOMING COMPLEXITY

TO GENERATE COMPETITIVE

ADVANTAGE.

MOBILITY

MotorK is at the forefront of the AI

revolution in automotive retail. We don’t just

react to industry shifts—we anticipate them.

By embedding AI across our platform, we

provide dealers and OEMs with data-driven

insights, automated lead qualification, and

predictive marketing solutions that enhance

decision-making and improve profitability.

In 2024, we reinforced our security

framework and continued investing in

scalable, AI-powered solutions to help our

partners navigate an increasingly complex

landscape. These strategic initiatives drive

our vision: equipping mobility players with

state-of-art technology to transform

challenges into opportunities.

TBD

MotorK Annual Report 2024

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Our Foundations continued

“ 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

At MotorK, our people—known as “SparKers”—are

the driving force behind our innovation. Their expertise

fuels our AI-first approach, ensuring we continue to

deliver transformative solutions to our partners. In

2024, the appointment of Boaz Zilberman and Johnny

Quach reaffirmed our commitment to fostering a

customer-centric and innovating culture. With a

strong focus on long-term growth and profitability,

we continue to invest in talent and leadership,

empowering our teams to shape the future of mobility.

READ MORE: PAGES 26–31

WE SUPPORT

OUR PEOPLE TO

CREATE VALUE

TBD

MotorK Annual Report 2024

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Our Investment Case

DIFFERENTIATED

SOLUTIONS

■ First at-scale, AI-powered SaaS

platform for automotive retail

■ Advances features to optimise

the entire vehicle lifecycle, from

distribution to aftersales

■ Expanding ecosystem of

integrated apps and strategic

partnerships

■ Scalable, modular, and future-

proof technology infrastructure

■ Strong commitment to

continuous AI innovation and

product development

PAGE 18

R&D investments as a % of Group

total revenues

32%

Restated 2023: 38%

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

PAGES 83–155

CARR

€38.4m

Restated 2023: €35.9m

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

PAGES 15–17

API integrations

300+

2023: 200+

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 a loyal and

growing customer base

■ Consolidate: selected

acquisitions to enter new

markets and expanding

presence in existing markets to

consolidate market share and

strengthen our position as the

European leader

PAGES 19–24

Adjusted EBITDA

-€0.5m

Restated 2023: -€5.2m

D R I V I N G

INNOVATION

AND GROWTH

Through continuous innovation and

a data-driven approach, MotorK

has established itself as a leading

European SaaS provider, empowering

dealers and OEMs with intelligent,

scalable solutions that drive efficiency

and profitability.

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 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.

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.

MotorK Annual Report 2024

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STRATEGIC REPORT

Chairman’s Letter 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

MotorK Annual Report 2024

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Chairman’s Statement

CHAIRMAN’S

LETTER

“2024 tested us, but it also

reinforced our conviction: by

focusing on our core strengths,

embracing AI, and building

resilient customer relationships,

we are not just surviving

change—we are shaping the

future of automotive retail.”

Dear Shareholders,

First and foremost, I would like to express my

heartfelt gratitude for your ongoing trust and

support. Your confidence in MotorK has been

instrumental as we navigated a year of significant

transformation in the automotive industry. While

2024 presented a series of challenges, it was also a

year marked by resilience, adaptability, and strategic

progress for our Company.

NAVIGATING A SHIFTING INDUSTRY

LANDSCAPE

In 2024, the European automotive industry has

been shaped by several transformative trends that

have significantly impacted OEMs and dealerships.

Economic uncertainties, an evolving competitive

landscape, and regulatory pressures have forced

industry players to reassess their strategies,

ultimately affecting their digital investment decisions.

The global economic climate has remained volatile,

with persistent inflation, fluctuating interest rates,

and geopolitical instability creating an environment

of caution. The transition to electrification has

further intensified financial pressures, as supply-

chain disruptions and soaring raw material costs

have influenced investment priorities. While there has

been some stability—illustrated by a modest 0.8%

increase in new car registrations in the European

Union—many OEMs and dealerships have adopted a

conservative approach to spending.

At the same time, the competitive dynamics within

the industry have evolved rapidly. The rise of Chinese

remains clear, and MotorK is well-positioned to meet

these evolving demands.

STRENGTHENING MOTORK’S

FOUNDATIONS FOR GROWTH

In response to these challenges, we focused on what

we could control: fortifying our internal foundations

and strengthening customer relationships to ensure

long-term growth. To support this vision, we made

two key leadership additions.

In April, Boaz Zilberman joined as Chief Operating

Officer. With his extensive experience scaling

technology businesses, Boaz has been instrumental

electric vehicle (EV) manufacturers in Europe,

alongside increasing supply chain disruptions and

the push for localised production, has heightened

pressure on traditional players. Consumers are also

driving change, demanding more affordable EV

options, flexible ownership models, and software-

driven experiences. This shift has forced automakers

and dealerships to rethink their business models,

increasing the urgency for digital transformation

while also requiring careful resource allocation.

Regulatory changes have played an equally crucial

role in reshaping the industry. Stricter emissions

standards and sustainability requirements are

accelerating the push towards electrification,

prompting significant investments in charging

infrastructure and next-generation mobility

solutions. Policies promoting a circular economy

and sustainable practices further necessitate

adaptation, pushing OEMs and dealerships to align

with evolving regulatory demands.

These dynamics have also influenced the approach

to digitalisation investments. Several customers in

our OEM and dealership networks delayed major

digital transformation projects, which impacted our

CARR for the year. However, these delays reflect

necessary adjustments to an unpredictable market

rather than a decline in demand.

I am confident that the digital transformation of

the automotive industry is an irreversible trend. Our

record-breaking € 24 million pipeline at the close of

the year is a testament to the enduring shift towards

digitalisation. While short-term fluctuations may

arise, the long-term trajectory toward digitalisation

MotorK Annual Report 2024

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Chairman’s Statement continued

in driving operational efficiency and fostering

a culture of continuous improvement across

departments. Under his leadership, we implemented

targeted cost optimisation initiatives that

accelerated our path to profitability and scalability.

This culture spread across the Company and all

departments, and by leveraging cutting-edge

technology and best practices, we streamlined

operations, renegotiated vendor agreements, and

sharpened our focus on high-impact investments.

These efforts led to a 42% improvement in our

Cash EBITDA¹ year-over-year. Although the

delays in digitalisation projects impacted our

topline, preventing us from reaching Cash EBITDA

profitability, this performance demonstrates our

ability to deliver impactful results while staying on

course for our 2025 goals.

Customer-centricity remained the second pillar of

our strategy. We understand that true competitive

advantage comes from relentless innovation; AI

has become the cornerstone of our transformation,

enhancing every MotorK solution. Through AI-

driven capabilities, we provide intelligent insights,

hyper-personalisation, and automation that drive

efficiency and revenue growth for our customers.

This is more than a technological upgrade—it

represents a fundamental shift in how we create

value in an increasingly data-driven market.

In 2024, we reaffirmed our commitment to our

research and development investments, allocating

32% of our revenue. Customer feedback has been

central in shaping our roadmap, ensuring that our

solutions deliver measurable impact. Our focus on

AI-powered machine learning models, predictive

analytics, and automation tools has driven

strong interest from clients. These advancements

are helping dealerships optimise inventory

management, improve customer targeting, and

streamline sales and service operations.

To further consolidate our path in this direction,

in November, Johnny Quach joined as Chief

Product and Marketing Officer. His expertise in

AI-driven solutions and customer-focused product

development is refining our product strategy and

ensuring that our platform remains aligned with

market demands. More about his vision can be

found on page XX.

COMMITMENT TO ESG AND CORPORATE

RESPONSIBILITY

At MotorK, we believe that long-term success goes

beyond financial performance. As a responsible

corporate citizen, we are committed to driving

positive environmental, social, and governance

(ESG) impact. Our sustainability initiatives focus

on reducing our carbon footprint through energy-

efficient operations while supporting customers

in their transition toward greener automotive

practices. We also prioritise diversity and inclusion

within our workforce, cultivating an environment

that values different perspectives and based on

merit. Our robust governance practices ensure

transparency and accountability in all our decision-

making processes, building trust with stakeholders.

Looking ahead, we are committed to produce a

Sustainability Report in 2026 and to explore ways

to further integrate ESG principles into our business

CARR

€38.4m

2023: €35.9m

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

385

2023: 449

R&D Investment

32%

2023: 38%

MotorK Annual Report 2024

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Chairman’s Statement continued

strategy. By aligning our objectives with global

sustainability goals, we aim to create long-term

value not only for shareholders but also for society

as a whole.

LOOKING AHEAD

As we enter 2025, the global economic landscape

presents new challenges, particularly with the

recent introduction of tariffs in both America and

Europe. These developments are likely to have

a significant impact on the automotive sector in

Europe, potentially influencing costs and market

dynamics. Despite these challenges, our strategic

priorities remain clear. We aim to achieve a growth

rate between 10% and 13% this year, with a focused

path toward becoming Cash EBITDA - positive by

year end. The automotive industry is undergoing a

profound digital shift, and MotorK is at the forefront

of this transformation. By continuing to invest in AI,

nurturing customer relationships, and expanding

our market reach, we are well-positioned to seize

significant opportunities.

We are not passive participants in this evolution;

we are actively shaping the future. Our investments

in AI and digitalisation are helping OEMs and

dealerships rethink their business models, optimise

operations, and unlock new revenue streams. The

shift toward a more intelligent, data-driven industry

is accelerating, and MotorK is committed to leading

this change - not just as a technology provider but as

a strategic partner to our customers.

On behalf of the Board of Directors and the entire

MotorK team, I want to thank you once again

for your continued support and confidence. We

are resolute in our vision and excited about the

opportunities ahead. Together, we will continue

driving the digital transformation of automotive

retail and shaping the future of the industry.

Sincerely

Amir Rosentuler

Executive Chairman

Amir Rosentuler

Executive Chairman

MotorK Annual Report 2024

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CEO’s statement

Q&A WITH

MARCO MARLIA

“In 2024, we grew ARR by 10.7% to

€34.2 million and secured a record

€24 million order pipeline. In 2025,

our priority is converting this into

growth and profitability while

driving AI-powered innovation in

automotive retail.”

Q: Marco, in summary, what were the most

significant financial results of 2024, and how do

they position MotorK for 2025?

A: 2024 was a year of significant challenges, with

an unstable economic landscape that led some

of our clients, particularly OEMs and large

dealerships, to postpone significant investment

decisions. Nevertheless, we closed the year with

a CARR of €38.4 million, marking a 7% increase

compared to the previous year.

The ARR grew by 10.7%, reaching €34.2 million,

a solid result considering the circumstances. It

is important to highlight that our order pipeline

reached a record level, exceeding €24 million,

demonstrating the persistent demand for our

solutions.

This makes us confident for 2025, where we

plan to convert this into actual sales effectively.

Recurring revenues, at €32.1 million, with a 7%

increase, now represent 80% of total revenues,

confirming the strength of our SaaS business

model, increasingly focused on predictability

and stability. A testament to our ability to

generate value with existing customers, Net

Revenue Retention resulted in a solid 109% and

the Average Contract Value (ACV) of the retail

segment, exceeded the €20,000 threshold for the

first time, reaching €20,700.

These figures reflect the validity of our platform

development strategy and our ability to build solid

and lasting relationships with customers, essential

for overcoming market turbulence.

Finally, the Cash EBITDA recorded a substantial

improvement, with a reduction in losses from €15.2

million to €8.8 million.

This result was achieved through rigorous financial

discipline and the implementation of effective cost

optimisation measures. However, the inability to

convert some contracts, which remained in the

pipeline due to customer decision delays, into

ARR prevented us from achieving Cash EBITDA

profitability, a primary goal for 2025.

Q: MotorK has implemented a revision of revenue

recognition according to IFRS 15.

Can you explain in simple terms what this change

means, why it was necessary, and how it will

affect investors’ understanding of the financial

results?

A: We’ve conducted a reassessment of how we

recognise revenue for our SaaS products, moving

from a ‘point in time’ recognition to an ‘over time’

recognition, in accordance with IFRS 15. Previously,

we recognised the entire contract revenue when

the customer gained access to the software.

Now, we recognise revenue gradually, as we

provide our services over the contract period. This

change was necessary because we realised that,

in light of the latest practices at the Company,

we provide our customers with a right to access

intellectual property that is continuously updated

and enhanced.

Factors like regular enhancements, ongoing

customer benefit, hosting and maintenance

of services, and alignment with industry best

practices led us to conclude that ‘over time’

revenue recognition better reflects the nature

of our services. In simple terms, it’s like moving

from recognising a full year’s subscription

payment upfront to recognising that revenue

gradually throughout the year as the service is

used. This approach provides a more accurate

representation of the value we deliver to

our customers over time and improves the

transparency of our financial results.

In this Annual Report, we’ve also applied this

change retrospectively to our 2023 results to

ensure consistent comparability. This change

signals our commitment to transparent and high-

quality financial reporting, providing investors

with a more precise view of our long-term revenue

generation model and business performance.

MotorK Annual Report 2024

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CEO’s statement continued

Q: Artificial intelligence plays a key role in your

strategy. How are you integrating AI into your

solutions, and what concrete benefits do you

see for your customers?

A: 2024 marked a pivotal year for AI in automotive,

with MotorK leading the way in redefining

automotive retail.

We identified five key trends shaping the

industry: hyper-personalisation, tailoring sales

experiences to individual preferences; real-time

engagement through virtual assistants and

chatbots ‘stock intelligence’, revolutionising

inventory management; predictive campaigns

anticipating customer needs; and AI-driven

efficiency transforming operations into ‘revenue

machines.’ AI-powered CRMs now provide

deep customer insights, enabling personalised

interactions and data-driven decision-making.

This year, our strategy centred on delivering AI-

powered solutions that address critical challenges

in automotive retail. Building on our AI integration

since 2019, we deepened its role across both

external offerings and internal operations.

The ability to harness data for precise

marketing, predictive analytics, and customer

engagement has strengthened our clients’

competitive edge, enhancing every touchpoint

in the customer journey. Our Tech Labs

initiative expanded AI capabilities, optimising

business operations, improving customer

experiences, and tackling industry challenges

such as predictive maintenance. With a focus on

internal efficiency we appointed Boaz as Chief

Operating Officer. Internally, AI has streamlined

processes and enhanced cross-department

collaboration, driving productivity and agility.

On the other hand, Johnny’s appointment as

Chief Product and Marketing Officer reinforced

our commitment to customer centricity and AI-

driven innovation.

Q: Can you share some details about MotorK’s

external growth initiatives in 2024?

A: Due to a focus on short-term profitability, we

decided to pause new acquisitions for the year

and prioritise optimising existing ones. 2024

was focused on integrating the customers of

our acquired companies into our platform. A

key milestone was an acceleration in migrating

acquired customers in Spain and France, which

allowed us to strengthen our position and focus

also on integration of Benelux, and Germany.

This approach helped solidify our presence in

these markets, where we’ve seen increasing

traction. Once these integrations are fully

realised, we plan to explore further expansion

opportunities to fuel MotorK’s growth in new

markets, along with our role as a consolidator.

Q: What initiatives has MotorK undertaken in

2024 regarding ESG (Environmental, Social,

and Governance) factors?

A: In 2024, MotorK took substantial steps to

integrate ESG considerations into our business

strategy. We began our journey to align with the

Corporate Sustainability Reporting Directive

(CSRD) by 2026. This is a significant milestone

in our commitment to sustainability and

transparency.

We have established an internal team and

processes to monitor our data, enabling us to

produce a Sustainability Report in 2026 that will

provide insights into our environmental and social

impacts. Additionally, we focused on governance

by prioritising information security, achieving ISO

27001 certification. This certification underscores

our commitment to the highest standards of data

protection and security, which are essential for

both our customers and our business operations.

Q: What is your outlook for MotorK in 2025?

A: Our primary goal for 2025 is to convert our

record order pipeline into tangible revenue,

aiming for a CARR increase between 10% and

13%. This milestone, combined with the growth

of recurring revenue, is fundamental to building

a sustainable growth trajectory. Concurrently,

we are committed to achieving Cash EBITDA

profitability by the end of 2025, a critical step for

the Company’s financial soundness. To achieve

these objectives, we will continue to leverage

artificial intelligence-based solutions, expand our

platform offerings, and strengthen relationships

with OEMs and dealerships, supporting them

in the digital transformation of the automotive

sector. Our strategy focuses on balancing

short-term profitability with long-term growth,

maintaining a stable cost base while scaling our

recurring revenue model. Converting our large

order pipeline and enhancing the functionalities

of the SparK platform will be decisive for our

success in 2025.

Marco Marlia

Chief Executive Officer

MotorK Annual Report 2024

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Market Overview

MARKET

OVERVIEW

“In a dynamic year of challenges

and opportunities, our adaptability

and market foresight have been

crucial. Leveraging deep automotive

expertise and technological strength,

we empower clients to navigate

transformation and achieve

sustainable growth.”

Marco Marlia

CEO

The automotive sector in 2024 navigated a complex

landscape marked by fluctuating economic

conditions and evolving consumer preferences. While

the year began with signs of economic recovery,

leading to a modest increase in new car sales across

key European Union (EU) markets, rising consumer

costs significantly impacted purchasing decisions.

Furthermore, the European automotive industry

faced increasing pressure from global competition,

particularly from Chinese manufacturers, prompting

the European Commission to initiate anti-subsidy

investigations into BEV imports. This action reflects

the industry’s struggle to maintain its competitive

edge amid rising production costs and technological

challenges. In addition, there was a great deal of

pressure put onto the EU commission by the ACEA

concerning the 2025 CO

emissions rules. This is

due to the current market not fully accepting the

EV transition at the rate that was expected. These

factors, combined with ongoing supply chain

disruptions and geopolitical uncertainties, have

created a dynamic and challenging environment

for European automotive manufacturers, requiring

strategic agility and adaptability.

THE TRENDS IN THE INDUSTRY

The automotive landscape is undergoing a

significant transformation, driven by several

converging trends. Firstly, the shift towards

electrification continues, though at a modulated

pace, with hybrid vehicles gaining significant

traction. Secondly, the rise of Chinese automotive

manufacturers presents a formidable competitive

challenge, prompting automakers to reassess their

strategies. Thirdly, digitalisation and connectivity

are reshaping the in-car experience, with increasing

emphasis on software-defined vehicles and

advanced driver-assistance systems. This trend

necessitates substantial investments in research

and development, as well as strategic partnerships

with technology companies. Fourthly, there is a

growing focus on sustainability and circular economy

principles. Notably, the EASCY model highlights the

interconnectedness of Electrification, Autonomous

driving, Shared mobility, Connected cars, and Yearly

updates, underscoring the rapid pace of innovation.

This is profoundly impacting the automotive sales

model. OEM direct sales and agency models are

becoming more prevalent, requiring robust software

solutions that facilitate seamless omnichannel

experiences. The COVID-19 pandemic accelerated

the digitalisation of car sales, and this trend

continues, with online platforms and personalised

digital experiences becoming critical. AI and machine

learning are playing a significant role in enhancing

customer experiences through personalised services

and predictive maintenance. In essence, the

automotive value chain now extends beyond the

factory floor, encompassing the entire lifecycle of

the vehicle, demanding software solutions that cater

to both direct buyers and users in shared mobility

models. These trends are creating a dynamic and

competitive environment, requiring automotive

retail software providers to offer comprehensive,

integrated solutions that enable manufacturers and

dealers to thrive in this evolving market.

MotorK Annual Report 2024

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Market Overview continued

OEMS

Building upon the complex landscape of 2024,

European OEMs experienced a year of significant

pressure. The fluctuating economic climate, coupled

with high interest rates and persistent economic

uncertainty, led to a noticeable slowdown in

consumer demand. This was further exacerbated

by the elevated prices of new vehicles, driven by

substantial R&D investments in the sustainable

transition, particularly electrification.

Simultaneously, the aggressive market entry of

Chinese competitors, offering competitive pricing and

increasingly sophisticated technology, eroded the

market share of established OEMs. The strategic shift

towards direct OEM sales, while intended to enhance

competitiveness and customer control, presented

its own set of operational challenges. Consequently,

OEMs found themselves compelled to prioritise short-

term profitability, resulting in a slight adjustment to

the timeline of planned digitalisation investments.

While the commitment to digital transformation

remains, the immediate need to address financial

pressures has led to a strategic recalibration, with

some initiatives being deferred or phased. This

measured approach acknowledges the criticality of

robust digital infrastructure for long-term success,

particularly in managing direct sales and enhancing

customer relationships. OEMs recognise that

leveraging data analytics, providing seamless online

experiences, and effectively managing customer

interactions through digital channels are essential

for navigating the evolving automotive landscape.

Therefore, while short-term profitability has

necessitated a temporary adjustment, the industry’s

focus on digitalisation remains a key strategic priority,

poised to accelerate as economic conditions stabilise.

DEALERS

The confluence of 2024’s events and trends

profoundly reshaped the European dealership

landscape. The implementation of the agency model,

while underway, is far from completed, creating a

period of transition and uncertainty for dealerships.

This ongoing shift, coupled with the persistent

economic pressures and the rise of digital sales

channels, has accelerated market consolidation, with

larger dealership groups actively acquiring smaller

entities to achieve economies of scale and expand

their market reach. Amidst these changes, the need

for strategic digitalisation has become paramount.

Dealers recognise that to remain competitive, they

must invest in digital tools that enhance efficiency and

expand customer touchpoints across the omnichannel

journey, encompassing both sales and after-sales

services. This includes implementing advanced CRM

systems, developing user-friendly online platforms,

and leveraging data analytics to improve lead

conversion rates, maximise Return on investment

(ROI), and cultivate lasting customer loyalty.

However, despite the clear commitment to digital

transformation, many dealers have been hesitant

to make significant investments, hoping for less

uncertainty in the market. Digitalisation is not

merely about online sales; it is about creating a

seamless, personalised experience that fosters

customer engagement and strengthens brand

relationships. While the economic pressures of 2024

necessitate careful prioritisation, dealers understand

that these digital investments are crucial for

navigating the evolving market and ensuring long-

term sustainability in an increasingly competitive

environment, particularly as they adapt to the

ongoing, phased transition to the agency model.

MOTORK POSITIONING

Within this dynamic landscape, MotorK stands

uniquely positioned to empower both OEMs and

dealerships, enabling them to turn challenges into

opportunities. For OEMs, MotorK’s comprehensive

suite of solutions addresses the critical needs of this

evolving market. As a multi-country provider with

deep vertical expertise in the automotive sector,

MotorK offers a one-stop-shop platform that covers

the entire customer journey, from initial engagement

to after-sales service.

Our ability to manage large and complex projects

simultaneously in multiple countries, coupled

with 15 years of experience working closely with

dealerships, provides OEMs with the confidence

and support needed to navigate the transition to

direct sales models. By leveraging MotorK’s cutting-

edge technology, OEMs can enhance operational

efficiency, optimise customer interactions, and

strengthen brand loyalty, effectively creating a

higher barrier to entry for emerging competitors.

For dealerships, MotorK’s solutions are crucial for

success in an increasingly digital and competitive

market. Smaller dealerships can leverage our

platform to enhance efficiency and effectiveness,

optimising their operations to compete with larger

groups. Larger dealerships can harness the power

of MotorK’s data analytics capabilities to gain

deeper insights into customer behaviour, personalise

interactions, and build stronger relationships with

their customer cohort. In essence, MotorK provides

the tools and expertise necessary for dealerships

of all sizes to thrive in the digital age, ensuring they

remain competitive, agile, and customer-centric.

MotorK Annual Report 2024

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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

Italy remains the core market for

the Group, once again achieving its

performance targets and accounting

for 65% of total revenue in 2024,

the same percentage as in 2023. As

the undisputed market leader in the

region, the focus is now shifting from

new business acquisition to customer

retention, ensuring long-term value and

strengthening existing relationships.

With a mature market and a well-

established presence, Italy continues to

be a pillar of stability and a key driver of

the Group’s overall success.

Spain has made notable progress in

team consolidation and key account

management, establishing a strong

foundation for sustained growth.

With strengthened leadership and

a restructured sales organisation,

commercial execution has improved,

enhancing alignment and efficiency.

The strong pipeline growth in H2 is

yielding positive results, reinforcing brand

awareness and solidifying client trust—key

milestones in our ongoing expansion.

The integration of Fidcar and France Pro

Net is nearing completion, reinforcing

France’s position as a key market and a

growth engine for the Group. With Olivier

David as the new Country Manager,

leadership has been further strengthened

to drive expansion. Recently introduced

AI-powered solutions are opening new

opportunities with OEMs and large

dealer groups, setting the stage for

accelerated growth in 2025. As a crucial

contributor, with a 24% increase year-

on-year and representing 14% of total

Group revenues in FY 2024 (versus 12%

in 2023), France is poised for sustained

success with a solid foundation and a

clear strategic direction.

Germany faced some challenges in

2024, with a degree of churn impacting

performance, leading to a decrease in its

contribution to total revenue, accounting

for 5.5% in 2024 compared to 6.2% in 2023.

However, the market remains a key focus

for the Group, and efforts are underway

to address these issues and strengthen

customer relationships. The team is actively

refining strategies to improve retention and

drive growth, with a clear commitment to

turning these challenges into opportunities

for future success.

Although not yet showing its full potential,

Benelux is making progress, with the

migration from FusionIT (Carflow) now

advancing smoothly and on track after

initial delays. Under the leadership of new

Country Manager Frank ter Braak, the

region is ready for further development.

The groundwork has been laid for deeper

market penetration and increased traction.

Benelux contributed 6% of total revenue in

2024, compared to 6.8% in 2023, but the

region is well-positioned with a clear growth

strategy to strengthen its contribution to

the Group in the coming years.

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.

MotorK Annual Report 2024

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Our Business Model

C R E AT I N G VA L U E

FOR STAKEHOLDERS

MotorK is the leading and fast-growing European

automotive sales and marketing tech Company.

We are the only provider offering a comprehensive

suite of SaaS solutions designed to support the full

digitalisation of the car sales process. Leveraging

our deep vertical expertise across multiple

jurisdictions, we have created a transformative

platform that connects the entire customer

lifecycle, helping both OEMs and dealerships drive

sales, enhance profitability, and foster long-term

customer relationships.

SPARK: A HOLISTIC PLATFORM FOR

AUTOMOTIVE RETAIL

At the core of MotorK’s business is SparK, a

cutting-edge SaaS platform that seamlessly

integrates all key stages of the automotive sales

journey. SparK empowers automotive retailers to

attract, engage, convert, and retain customers

in a unified and coherent manner. By providing

a holistic, omnichannel experience, SparK helps

dealerships enhance their digital presence, optimise

lead generation, improve sales conversions, and

build lasting customer loyalty.

SaaS recurring revenue as % of total revenue

75%

2023: 73%

TWO KEY CUSTOMER SEGMENTS: DEALERS

AND OEMS

MotorK serves two primary customer segments,

each with unique needs and challenges:

■ Dealers: Our platform enables dealerships to

maximise their digital sales potential by offering

optimised solutions for online visibility, lead

generation, and customer engagement. Through

SparK, dealerships gain a comprehensive,

scalable platform that supports their entire

customer lifecycle- from attracting prospective

buyers to managing after-sales relationships.

■ OEMs: For OEMs, MotorK delivers large-scale,

tailored solutions that integrate seamlessly with

their global strategies. SparK enables OEMs to

manage complex digital operations across

multiple jurisdictions, ensuring consistent brand

experiences and efficient sales processes across

their networks of dealerships. These partnerships

are typically characterised by larger contracts

and longer sales cycles.

REVENUE MODEL:

SCALABLE AND RECURRING

MotorK operates with a subscription-based

business model, where long-term agreements with

both dealerships and OEMs drive predictable,

recurring revenues. Our SaaS solutions are delivered

through contracts typically ranging from 12 to 36

months for dealerships, while OEM contracts often

involve larger-scale deals with longer durations. In

FY2024, 75% of our total revenue was derived from

SaaS subscriptions, underscoring the strength and

scalability of our recurring revenue model.

The Group’s consistent growth trajectory is evident

in the expansion of the customer base—from 5,200

customers in 2023 to 6,000 in 2024—as well as the

increase in our average annual contract value from

€19.5 thousand to €20.7 thousand. This provides a

solid foundation for reinvestment in innovation and

continued value creation.

STRATEGIC GROWTH AND VALUE

CREATION

MotorK’s growth strategy is driven by our Innovate,

Land and Expand, and Consolidate approach, which

combines organic growth with strategic acquisitions.

As we expand our geographic footprint and evolve our

platform’s capabilities, we continue to strengthen our

position as a leading SaaS provider in the automotive

industry. Through this strategy, we are able to meet the

evolving needs of both dealerships and OEMs, ensuring

long-term customer satisfaction and sustainable

growth. Our commitment to innovation, operational

excellence, and customer-centricity has allowed us to

deliver strong revenue growth, high retention rates,

and increased lifetime value for our clients. These

factors position MotorK for continued success, creating

significant value for all stakeholder.

B2B SaaS

Platform

1 Please refer to the Financial and Operating Review section on page 38.

MotorK Annual Report 2024

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Our Strategy

OUR VALUES

Customer obsessed

Our customers are at

the heart of everything

we do. We are

dedicated to delivering

exceptional experiences

that foster trust, loyalty,

and success.

Forward thinking

We are always looking

ahead, challenging

the status quo and

innovating with

boldness and creativity

to drive excellence.

Results driven

We never stand still.

Our focus is on impact,

ensuring we achieve

measurable outcomes

that matter to our

customers, employees,

and stakeholders.

Always ambitious

We are driven by a

contagious energy,

pushing boundaries,

moving fast, and

embracing challenges

with passion and

ingenuity.

Empowering

inclusion

We are stronger

because of our diversity.

By prioritising integrity,

fairness, and work-life

balance, we cultivate an

inclusive environment

that fuels our collective

success.

These values serve as the foundation for our three strategic pillars:

OUR STRATEGY

SHAPING

THE FUTURE

OF MOBILITY

INNOVATE LAND AND EXPAND CONSOLIDATE

At MotorK, we are leading the digital transformation

of the automotive retail industry. Since our founding

in 2010, we have witnessed the sector undergo

a dramatic shift, driven by the rise of digital

technologies. The Covid-19 pandemic accelerated

this change, making traditional business models

increasingly inadequate to meet the evolving needs of

customers. There is a clear experience gap between

supply and demand—one that our innovative, AI-

powered solutions are uniquely positioned to bridge.

Our mission is unwavering: to lead the digital

revolution in automotive distribution, empowering

dealers, OEMs, and consumers with intelligent,

scalable technologies that drive efficiency,

growth, and long-term value. As SparKers, we are

igniting change, shaping the future of mobility

where technology, connectivity, and sustainability

converge to create a smarter, more customer-centric

automotive ecosystem. MotorK is not just part of the

transformation—we are at the forefront, fuelling the

next wave of innovation in the industry.

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Innovate

We understand that success in this rapidly evolving

industry requires not just innovation, but a deep

understanding of our customers’ needs and the

challenges they face. This customer-centric approach

drives our platform’s development, ensuring we

provide tools that genuinely improve operational

efficiency and create seamless, engaging experiences

for both dealerships and OEMs.

A key differentiator for MotorK is our commitment

to leveraging AI across our platform. AI enables

us to provide data-driven insights that help our

customers optimise marketing, predict customer

behaviour, and enhance operational performance.

This technology empowers dealerships to make

smarter decisions, automate key processes, and

ultimately deliver a better experience to their

customers, increasing their competitive edge in the

marketplace.

The value of our platform is reinforced by its

integration capabilities. By centralising essential

functionalities—such as lead management,

inventory optimisation, and customer

engagement—into one unified platform, we are

able to simplify operations and provide a more

streamlined user experience. This integrated

approach creates significant efficiencies for our

customers, driving both growth and profitability.

As we look to the future, we remain focused on

advancing our platform and continuing to innovate

with new features, particularly those powered by

AI. Our goal is to deepen our partnerships with

both OEMs and large dealerships, equipping

them with the tools they need to navigate and

thrive in a digital-first automotive market. The

work we are doing today is not just about solving

today’s challenges—it’s about preparing for the

future of automotive retail and ensuring that

MotorK remains at the forefront of this digital

transformation.

INNOVATE

“ At MotorK, our strategy is

centred around delivering

impactful solutions that

address the core pain points

of the automotive retail

sector.”

Johnny Quach

CPMO

R&D investments as a % of Group total

revenues

32%

2023: 38%

Integrations

300+

F UT U R E

PRIORITIES

■ Extend product categories

■ Maintain healthy R&D investment levels

■ Embrace future industry trends

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Land and Expand

The Spark platform is designed to perfectly align

with our Company’s ‘Land and Expand’ strategy,

enabling dealers and OEMs to start with targeted

solutions and scale seamlessly across the entire

ecosystem. By offering modular, high-impact

tools that integrate effortlessly, SparK ensures

rapid adoption and long-term expansion, driving

sustained value for every customer. At MotorK,

our Land and Expand strategy is designed to

cultivate deep, long-term relationships with our

customers. We start by providing valuable, fully

integrated tools within our SparK platform that

help customers solve specific challenges. Once they

experience the immediate impact of our solutions,

they recognise the platform’s full potential and

choose to adopt more modules, further increasing

the value we deliver. This approach is powered by our

SaaS model, which offers flexibility and scalability.

Starting with a basic subscription, dealerships and

OEMs gradually expand their use of our platform,

incorporating additional features as their needs

grow. This allows us to serve a wide range of

customer segments - whether small independent

dealerships or large OEMs—offering tailored

solutions that grow alongside their businesses.

€136

Revenue per Lead

Platform Customer Expansion:

€2 - 30K

in ACV

SPARK PLATFORM AS A VALUE UNLOCKER

In today’s rapidly evolving automotive landscape, dealers and OEMs face critical challenges in

delivering an omnichannel, data-driven, and seamless customer experience. Focusing on three of

our solutions, will help understand how our platform applies to the whole end customer journey.

Key components of the Spark platform,

WebSparK, FidSpark, and PredictSpark,

are specifically designed to bridge the gap

between rising customer expectations and the

fragmented, outdated digital infrastructure of

traditional automotive retail.

WebSparK directly addresses the

inefficiencies in lead generation and customer

engagement by providing a fully optimised,

AI-powered web platform. In an era where

90% of car buyers begin their journey online,

having a dynamic, intuitive, and conversion-

focused digital presence is essential. With

a 30% increase in leads and a staggering

26x ROI, WebSparK ensures dealers not

only attract but also convert high-intent

buyers, seamlessly integrating with stock

management and CRM systems to reduce

friction in the purchase journey.

FidSpark tackles the growing importance of

e-reputation. Today’s consumers rely heavily

on online reviews and social proof before

engaging with a dealership. Negative or

unmanaged feedback can erode trust and

cost businesses substantial revenue. FidSpark

provides a proactive, AI-driven solution to

monitor, respond to, and leverage online

reviews, ultimately driving higher engagement

and customer satisfaction. With an ROI of

5x, FidSpark pays for itself within just three

months, making it a non-negotiable asset for

modern dealerships.

PredictSpark revolutionises after-sales revenue

and retention through AI-powered predictive

marketing. By analysing customer behaviours

and lifecycle patterns, it enables dealerships to

deliver hyper-personalised service offers, driving

higher retention and increased profitability.

PredictSpark’s ability to lift conversion rates

to 8% ensures that dealers maximise every

touchpoint beyond the initial sale.

Together, these solutions eliminate data

silos, centralise operations, and enhance

the customer experience—transforming

inefficiencies into profitable opportunities. With

the Spark platform, dealers and OEMs not

only stay competitive, but lead the industry in

innovation and customer-centricity.

LAND AND EXPAND

“ MotorK is committed to

continuous innovation. As our

customers’ needs evolve, we

remain a trusted partner in

their digital transformation

journey, driving efficiency,

profitability, and growth.”

Johnny Quach

CPMO

WebSparK ROI

26x

WebSparK Leads

+30%

Increase compared to third-party providers

MotorK Annual Report 2024

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Consolidate

A HIGHLY FRAGMENTED MARKET

The European digital automotive retail market

remains highly fragmented, with over 1,000 vendors

competing across various regions, most of whom

have small revenues and limited market share. This

fragmentation creates a significant opportunity for

MotorK to continue its role as a market consolidator.

As part of our strategy to strengthen our leadership

position, we are committed to expanding our

customer base, increasing market share, and

extending our geographical footprint through a

targeted acquisition strategy.

Since 2016, MotorK has successfully completed

nine strategic acquisitions, with six of these

occurring post-COVID. These acquisitions have

significantly enhanced our capabilities, enabling us

to integrate complementary technologies, diversify

our product offerings, and deepen our relationships

with customers across Europe. Notable successes

include the acquisition of GestionaleAuto.com in

Italy and the integration of Dapda in Spain, both of

which have provided strong synergies and market

expansion opportunities. Dapda, in particular,

demonstrated a remarkable 3x to 5x increase in

average ACV for migrated customers, highlighting

the value created by cross-selling and upselling

within our existing customer base.

Our acquisition strategy has proven effective

in consolidating fragmented market segments,

positioning MotorK as a dominant player in the

European digital automotive retail space. By

acquiring businesses with established customer

bases and proven technologies, we also enhance

our value proposition and ensure that our platform

continues to meet the evolving needs of dealerships

and OEMs. The continued focus on strategic

acquisitions allows MotorK to expand both

geographically and through product innovation,

offering a comprehensive suite of solutions for the

automotive retail industry. Our goal is to remain at

the forefront of this digital transformation, driving

sustained growth, enhancing our competitive edge,

and delivering long-term value to our shareholders.

CONSOLIDATE

“2024 was focused on

integrating the customers of

our acquired companies into

our platform. A key milestone

was an acceleration in

migrating acquired customers

in Spain and France, which

allowed us to strengthen our

position and focus also on

integration of Benelux, and

Germany.”

Marco Marlia

CEO

F UT U R E

PRIORITIES

■ Targeted geographical expansion

■ Customer base growth

■ Innovation and integration

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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

SDGs¹ 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, in 2024 we

made significant strides in integrating

ESG considerations into our strategy,

aiming to align it with the CSRD by 2026.

We also established an internal team

to monitor data and plan to publish a

Sustainability Report in 2026, highlighting

our environmental and social impacts.

Additionally, we prioritised governance

by achieving ISO 27001 certification,

reinforcing our commitment to the highest

standards of data protection and security.

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

■ 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.

MotorK Annual Report 2024

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Our ESG Vision – People

Our success is built on the talent,

innovation, and dedication of our

people. We are committed to fostering

an inclusive workplace, enhancing

employee wellbeing, and ensuring

equal opportunities for all.

01.

DIVERSITY & INCLUSION:

■ 30 nationalities represented in our workforce,

reflecting our international culture.

■ Gender Balance: women represent 35% of our

total workforce; we have reached one-third

female representation on our Board.

■ Inclusive Hiring Practices: we are integrating

ED&I best practices into our recruitment to

ensure accessibility for diverse candidates.

■ Pay Equity & Transparency: in 2025, we will

conduct a pay gap analysis to identify and

address disparities.

02.

EMPLOYEE WELLBEING:

■ Hybrid Work & Core Hours: we have a formalised

flexible work policy to balance business needs

with work-life integration.

■ Welfare Platform: a new employee benefits and

wellbeing platform is in development.

■ Upskilling & Development: we offer English

language training and are expanding

professional growth opportunities with

leadership training.

03.

KEY ACTIONS FOR 2025:

■ Report gender diversity at all levels.

■ Conduct a pay equity audit and address any

gaps.

■ Expand mental health and employee wellbeing

programme.

PEOPLE

DIVERSITY, EQUITY &

INCLUSION (DEI) AND

EMPLOYEE WELLBEING

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Our ESG Vision – People continued

ENGAGING WITH

OUR SPARKERS

At MotorK, we recognise that

our people are at the core

of our success. Maintaining

high levels of engagement is a

priority, as it fosters innovation,

productivity, and a strong

Company culture.

Each year, we conduct an Engagement

Survey to assess employee sentiment,

identify strengths, and pinpoint areas for

improvement.

Employee satisfaction score

3.6/5

20 2 4

ENGAGEMENT

SURVEY

R ES U LT S

This year, 88% of employees

participated in the

survey, demonstrating

strong involvement and

a willingness to share

feedback. The overall

engagement score stands

at 3.60 out of 5, providing

a valuable benchmark for

continuous improvement.

Key strengths identified:

■ Fair and respectful

management (4.50)

■ Recognition from direct

managers (4.36)

■ Team collaboration and

support (4.31)

Areas for improvement:

■ Satisfaction with welfare

activities (2.88)

■ Perceived fairness of

remuneration (2.90)

■ Recognition and rewards

for great performance

(2.98)

NEW HIRE

EXPERIENCE

Onboarding is a critical

driver of engagement and

retention. In 2024, our New

Hire Survey recorded a 4.4/5

satisfaction rate from 38

respondents, reflecting a

strong initial experience for

new employees.

2025 EMPLOYEE ENGAGEMENT

STRATEGY

Building on the 2024 insights, we are committed to strengthening our people

strategy in the following areas:

■ Enhancing employee welfare

programme by aligning benefits

and initiatives with employee

needs and expectations.

■ Reviewing and improving

the compensation structure

to ensure fairness and

competitiveness in the market.

■ Expanding reward and

recognition programme

to better acknowledge

contributions and achievements.

■ Strengthening leadership

development through

structured training and

mentoring to empower

managers as engagement

drivers.

A key initiative supporting this strategy is our Growth Project, a six-month

programme involving eight people managers across different levels.

Through biweekly HR-led meetings, the programme helps managers

develop leadership skills and drive engagement, preparing them to be

catalysts for positive change within their teams.

By continuously listening to employee feedback and implementing targeted

actions, we aim to foster an inclusive, motivating, and high-performing

work environment in 2025 and beyond.

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Our ESG Vision – People continued

TRAINING AND

DEVELOPMENT

“At MotorK, we believe that

continuous learning is a cornerstone

of professional success. We are

committed to providing our

employees with the resources,

training, and opportunities they

need to develop their skills, grow

in their careers, and contribute

meaningfully to the Company’s

success.”

Marco Marlia

CEO

STRENGTHENING LEADERSHIP &

PROFESSIONAL GROWTH

This year, we launched the Growth Project, a

structured six-month leadership development

programme designed to enhance managerial

capabilities across the Company. The initiative

is currently in a pilot phase with eight cross-

departmental managers, who receive biweekly

training sessions focused on people management,

leadership, and driving change within their teams.

This programme is a significant step toward

equipping our managers with the tools to create a

high-performance, engaged workforce.

Additionally, we introduced HR Business Partners,

dedicated professionals who support managers

and employees in navigating career development,

engagement, and people management challenges.

EXPANDING DIGITAL LEARNING

To ensure employees stay ahead of industry

advancements, we have expanded our Udemy-

based learning programme. Employees can now

access customised courses tailored to the specific

needs of their departments, with a final certification

to validate their skills. This initiative keeps our

workforce aligned with the latest technological and

business developments.

Furthermore, we reaffirmed our commitment to

supporting self-directed learning by maintaining

our 50% training contribution policy—covering up

to euros 1,000 per year per employee for external

certifications. This ensures employees have the

flexibility to pursue specialised skills that align with

both personal and business growth objectives.

RECOGNISING & REWARDING TALENT

Employee engagement is directly linked to

recognition, which is why we introduced:

■ SparKer Awards – Celebrating employees who

have demonstrated exceptional performance,

innovation, and a commitment to MotorK’s

values.

■ Employee of the Semester – A biannual

recognition programme highlighting individuals

who have significantly contributed to team

success, fostering a culture of appreciation and

motivation.

ENCOURAGING CAREER GROWTH &

INTERNAL MOBILITY

We continue to emphasise internal career

progression, allowing employees to explore

new roles within the organisation. In 2024, 13

employees successfully transitioned to new roles or

departments, benefiting from our internal mobility

policy. These moves not only support personal

development but also enable the Company to retain

and leverage existing talent more effectively.

Additionally, our remote work flexibility policy

allowed 32 employees to work from 20 different

countries, reinforcing our commitment to a modern,

adaptable work environment.

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EVENTS &

C U S T O M E R

TRAINING

INITIATIVES

“MotorK is deeply engaged in

industry events, knowledge-sharing,

and customer education. Our

training initiatives extend beyond

internal development to include

comprehensive client education

programmes aimed at enhancing our

customers’ ability to leverage digital

tools effectively.”

Marco Marlia

CEO

CUSTOMER TRAINING INITIATIVES

We have expanded and enhanced our customer

training programme, offering a variety of formats to

meet different learning needs:

■ Seminars and 1:1 coaching tailored to dealership

professionals.

■ One-to-many workshops, enabling broader

knowledge-sharing across customer networks.

■ Targeted video tutorials, designed to facilitate a

seamless transition to digitalisation.

■ A new Learning Management System (LMS),

providing clients with a structured and

continuously updated training platform.

These initiatives empower our customers to optimise

their operations, increase digital engagement, and

fully leverage MotorK solutions.

INDUSTRY EVENTS & THOUGHT

LEADERSHIP

In 2024, we strengthened our presence at premium

industry events, creating opportunities for

networking, brand positioning, and business growth.

Key highlights include:

■ SparKClub Premium Events – Exclusive

gatherings with VIP customers and large

dealerships, aimed at fostering cross-selling

opportunities and deepening strategic

partnerships.

■ Hands-on live events – Hosted in Milan, Spain

(2), and France (1), providing an interactive

learning experience for customers. Targeted

video tutorials, designed to facilitate a seamless

transition to digitalisation.

■ Sales & marketing targeted campaigns –

Designed to boost customer loyalty and enhance

digital transformation strategies

Additionally, MotorK actively participated in major

industry conferences, including:

■ Faconauto (Spain)

■ Automotive Dealer Day (Italy)

■ Connect Distribution (France)

■ Nationaal Automotive Congress (the Netherlands)

These events focused on omnichannel customer

engagement strategies, equipping dealerships with

insights on optimising touchpoints across the digital

journey.

EXPANDING DIGITAL & WEBINARS

PRESENCE

To complement live events, we expanded our

webinar offerings, hosting sessions in Spain and Italy

to educate clients on state-of-the-art technology,

digital best practices, and MotorK product

applications. These sessions have been instrumental

in helping dealerships improve efficiency and

customer experience.

Furthermore, our participation in dealership

association events in France and Spain has

strengthened our brand visibility and industry

credibility, reinforcing our position as a leader in

digital transformation for automotive retail.

“ We are driven by integrity

and fairness. Our diversity

makes us stronger, helping us

become a better Company.”

Male (65%)

Female (35%)

Non-binary/non-disclosed (0%)

Gender balance

Nationalities

2023: 31

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Our ESG Vision – Planet

While our direct environmental footprint

is lower than that of traditional industries,

we remain committed to responsible and

sustainable business practices. This year, we

focused on laying the foundation for long-term

sustainability by establishing a dedicated

team to ensure compliance with the CSRD.

With our first Sustainability Report planned

for 2026, this team will guide us through key

steps, including materiality assessment, data

collection frameworks, impact measurement, and

transparent reporting.

CAR AND BUSINESS TRAVEL POLICY

We reaffirmed our commitment to reducing our

most material impacts by continuing to refine

our car and business travel policies. Our car

policy encourages the adoption of fuel-efficient

and electric vehicles within our fleet, reinforcing

our dedication to reducing emissions while

maintaining employee safety and efficiency.

Additionally, we promote sustainable travel

choices by prioritising public transport and

discouraging unnecessary flights. When business

travel is unavoidable, we encourage employees

to select eco-friendly accommodations and

minimise last-minute changes that could increase

emissions.

ENERGY CONSUMPTION AND SERVER

INFRASTRUCTURE

As the tech industry evolves, most software

companies are increasingly recognizing the

significant environmental impact of the energy

consumed to power their servers, a crucial

component of their overall greenhouse gas (GHG)

emissions. In alignment with industry trends,

we are taking steps to assess and mitigate the

energy usage associated with our data centers

and server operations. We are actively exploring

ways to optimize our server infrastructure,

transition to greener energy sources, and improve

the efficiency of our technology systems. This will

help us reduce our indirect environmental impact

and further support our long-term sustainability

goals.

OFFICE ENERGY AND WASTE

MANAGEMENT

We continue to improve office sustainability by

integrating employee recommendations on waste

management and increasing energy efficiency.

Some of our offices already operate on 100%

renewable energy, and we are assessing ways to

extend this initiative across all locations.

We also maintain a commitment to responsible

electronic waste disposal, in line with the Waste

Electrical and Electronic Equipment Directive.

Priorities

■ Advance our CSRD compliance strategy to

ensure robust sustainability reporting by 2026.

■ Expand the use of renewable energy across all

office locations.

■ Investigate suitable carbon offset initiatives to

further mitigate our footprint.

By proactively addressing these priorities, we aim

to integrate sustainability into our operational

strategy while maintaining our focus on efficiency

and innovation.

PLANET

AS A SAAS COMPANY,

WE ACKNOWLEDGE

THAT OUR GREENHOUSE

GAS (GHG) EMISSIONS

PRIMARILY STEM FROM

BUSINESS TRAVEL,

SERVER AND OFFICE

ENERGY CONSUMPTION.

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Our ESG Vision – Governance

PREPARING FOR ESG

GOVERNANCE

Board of Directors

The Board of Directors is responsible for

establishing the foundation of MotorK’s ESG

strategy. While we are still in the early stages of

ESG reporting, the Board is working to define

clear sustainability goals and align them with the

Company’s long-term business strategy. As part of

this preparation, the Board is assessing how ESG

factors will be embedded into decision-making and

risk management processes, ensuring readiness for

full regulatory compliance by 2026.

Executive leadership

The CEO and Executive Leadership Team,

including the CHRO and CFO, are leading the

development of our ESG governance structure.

They are working to set the strategic direction,

define ESG priorities, and prepare internal

teams for the implementation of sustainability

initiatives. A key focus is ensuring that our

organisation is equipped with the necessary

expertise and resources to manage ESG

requirements effectively in the coming years.

Investor relations

As investor expectations around ESG disclosure

grow, our investor relations team is actively

exploring best practices for transparent

communication of our sustainability progress.

We are developing a structured approach to ESG

reporting that will align with industry standards

and regulatory requirements, ensuring that

stakeholders remain informed and engaged.

Human Resources

HR is preparing to strengthen the social

dimension of our ESG strategy by assessing

current policies on DE&I, employee wellbeing,

and ethical workplace practices. Over the next

year, we will focus on defining key social impact

metrics and integrating them into our broader

sustainability strategy.

Risk management and compliance

Our Risk Management and Compliance team is

laying the groundwork for ESG risk identification

and mitigation. As we prepare for CSRD

compliance, we are evaluating data collection

processes, impact assessment methodologies, and

governance structures to ensure smooth integration

into our enterprise risk management framework.

2026 READINESS PLAN

■ Establish a structured ESG governance

framework to support long-term sustainability

integration.

■ Strengthen Board oversight of ESG through

dedicated training and strategic planning.

■ Develop internal ESG reporting capabilities in

preparation for CSRD compliance.

■ Define and implement key social and

environmental policies to support future

disclosures.

■ Enhance investor engagement on

sustainability matters through transparent

communication.

By proactively preparing for ESG governance

and reporting, we are ensuring that MotorK

is well-positioned to manage sustainability

effectively and meet future regulatory

requirements with confidence.

GOVERNANCE

WE BELIEVE STRONG

GOVERNANCE IS CORE

TO MAKING PROGRESS

ACROSS ALL AREAS OF

OUR SUSTAINABILITY

FRAMEWORK.

As we prepare for the evolving ESG

landscape, we recognise our responsibility

to enhance transparency and ensure we

can effectively manage our impact on

society while balancing the needs of our

stakeholders. In anticipation of future

regulatory requirements, including CSRD

compliance, we are actively structuring our

governance framework to integrate ESG

considerations into our business operations.

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Our ESG Vision – Cybersecurity

& Data Protection

WHAT IS ISO 27001

CERTIFICATION?

ISO/IEC 27001:2022 is an international standard

that sets out the requirements for establishing,

implementing, maintaining, and continually

improving an Information Security Management

System (ISMS).

The standard helps organisations systematically

manage sensitive information, ensuring it remains

secure by addressing people, processes, and

technology. For SaaS companies like ours, this

certification demonstrates our commitment to

protecting data and ensuring that all security risks,

from cyber threats to unauthorised access, are

managed proactively. ISO 27001 helps identify

and mitigate potential security risks while ensuring

compliance with data protection regulations, such

as GDPR.

Why is iso 27001 critical for a SaaS business?

As a SaaS provider, we manage large volumes

of customer data, often containing sensitive

and confidential information. This makes us a

potential target for cybercriminals, and even

the smallest breach can lead to significant

financial losses, regulatory fines, and reputational

damage. By achieving ISO 27001 certification, we

ensure that our Company implements the most

rigorous security practices.

This includes:

■ Risk Management: Continuously identifying,

assessing, and mitigating potential threats to

data integrity, availability, and confidentiality.

■ Systematic Security Framework: Using a risk-

based approach to determine the appropriate

level of protection, including physical,

technical, and procedural measures.

■ Employee Training & Awareness: Ensuring

that all employees are trained to understand

and mitigate cybersecurity risks.

In addition, ISO 27001 provides our customers

with the confidence that we are committed to

safeguarding their data with the highest level

of security. For our automotive clients, where

CYBERSECURITY

& DATA

PROTECTION

STRENGTHENING OUR

DIGITAL RESILIENCE

In today’s digital-first world, safeguarding data

and protecting against cyber threats is a top

priority. At MotorK, we have made significant

strides to ensure that the sensitive data we handle

is protected by the highest security standards.

As part of our commitment to protecting

customer and Company data, we achieved ISO/

IEC 27001:2022 certification in 2024, a globally

recognised standard for information security

management.

data privacy and security are paramount, this

certification offers assurance that we adhere to the

highest standards in protecting their customer and

business data.

WHY IS ISO 27001 CRUCIAL IN THE

AUTOMOTIVE INDUSTRY?

The automotive industry is undergoing a digital

transformation, with increasing reliance on connected

vehicles, big data analytics, and AI-driven systems.

As car manufacturers and dealerships collect

and manage massive amounts of data—ranging

from vehicle performance metrics to customer

preferences—data security becomes critical. The

industry’s reliance on big data for personalised

customer experiences, predictive maintenance, and

fleet management creates an urgent need for robust

cybersecurity protocols. Automotive companies

are more vulnerable than ever to cyberattacks,

especially as the shift toward digital retail platforms

and connected vehicles increases the volume of

sensitive data being shared and stored. MotorK’s

ISO 27001 certification ensures that as we support

the automotive sector’s digital journey, we are taking

proactive steps to protect this valuable data from

cyber threats, ensuring that our customers’ and

partners’ information remains secure throughout the

entire ecosystem.

Key Cybersecurity Enhancements:

■ Two-Factor Authentication: To further protect

sensitive customer and business data, we’ve

integrated two-factor authentication (2FA)

across our core solutions, ensuring an additional

layer of security against unauthorised access.

■ Employee Security Training: Regular

cybersecurity training and awareness

programme are in place to help employees

recognise and prevent potential cyber threats,

such as phishing and credential theft, which

account for a large portion of cyber incidents.

■ Vendor Risk Management: We strengthen our

third-party security measures by conducting

thorough due diligence and audits of all our

partners and suppliers, reducing the risk of data

breaches from external sources.

Key Actions for 2025:

■ Publish cybersecurity performance metrics and

incident response protocols in the next ESG

report.

■ Expand third-party cybersecurity audits to

ensure our partners comply with the same high

security standards.

■ Continue enhancing employee training to reduce

human error and mitigate emerging threats.

LOOKING AHEAD: ESG IN 2025 AND BEYOND

As we prepare for full CSRD compliance in 2026, we

are committed to enhancing transparency, setting

measurable targets, and embedding ESG into our

business strategy.

2025 Priorities:

■ Conduct a double materiality assessment to

align ESG focus areas with business strategy.

■ Establish ESG-linked executive compensation to

drive accountability.

■ Disclose Scope 1, 2, and 3 emissions and set

carbon reduction targets.

■ Expand cybersecurity governance and risk

management.

■ Enhance DE&I reporting and initiatives.

We believe ESG is a continuous journey, and we are

committed to making meaningful progress each

year to create a sustainable and responsible future

for our stakeholders.

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Our ESG Vision – Cybersecurity & Data Protection continued

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Stakeholder Engagement and S172 Statement

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 and S172 Statement 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 FY2024

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.

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 our customers and our suppliers aware of the

technological changes affecting the market in the next years and how they need to be prepared for future challenges.

■ Regular reviews of supplier contracts and robust supplier evaluation process.

■ Prioritisation of customer satisfaction levels to ensure alignment with business goals.

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.

■ Shares issuance related to the exercise of stock-option assigned to the employees.

■ Shares issuance related to the two reserved capital increase for a total aggregate amount of €14 million.

■ Management to further bolster the Group’s external growth strategy.

■ Share issuance related to the earn-out assigned to the former shareholders of FusionIT and Fidcar.

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 2023 and

H1 2024 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 Reserved Capital Increase of

€12.3 million executed on February 2024 by 83

North III Limited Partnership and Lucerne Capital

Management both existing shareholder of the

Company together with Anfield Ltd, Mr. Assaf

Topaz, Mr. Roy Toren and Mrs. Tamar Sharon

strengthens the Group’s financial position,

providing additional capital for growth, and boosts

confidence among existing and new investors.

■ Approval of the Reserved Capital Increase of €1.7

million executed on April 2024 by four family office

investors further solidifying the Group’s financial

foundation and fuelling growth potential.

■ Approval of the second and third loans of the

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

€10 million has been granted to the Company

to provide value for the investors and boost the

growth and the investment in R&D activities.

■ Granting of new options to the employees in

the context of the long-term share incentive

plan in line with the Remuneration Policy aligns

employee interests with long-term company goals,

motivating staff for improved performance and

benefiting shareholders by boosting company

value.

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Financial and Operating Review

GROUP PERFORMANCE OVERVIEW

MotorK Group closed the year on 31 December

2024 with strong results, further solidifying the

exceptional growth trajectory seen in previous

years. Revenue rose by 5%, reaching €40.3 million,

up from €38.5 million in FY2023. This performance

was primarily driven by a 15% increase in digital

marketing revenue and by an 7% improvement in

SaaS platform stream.

Throughout the year, we remained committed to

the other key element of our strategy, investing in

innovation, with total R&D expenses accounting

for 32% of our overall revenue, slightly decreased

compared to FY2023 due to the reduction in

personnel costs. Regarding profitability, Adjusted

EBITDA ended at a negative €0.5 million, yet

improved compared to the previous year, driven

by the positive effects of the personnel efficiency

plan and cost synergies. However, the Group is

now strategically positioned to fully leverage its

operations in FY2025.

To support our expanding business and necessary

investments, the year-end liquidity has been

bolstered through a reserved capital increase of

€5.3 million, announced on March 2025,along

with sale of the remaining 20% stake in Auto XY

SpA to GEDI Digital Srl for a total consideration

of €3.5 million. This newly acquired liquidity offers

operational flexibility, paving the way for the

profitability anticipated in FY2025.

Further details of Group performance are provided

in the paragraphs on the next page.

FINANCIAL AND OPERATING REVIEW

Revenue

€40.3m

Restated 2023: €38.5m

Revenue growth

Restated 2023: 23%

Adjusted EBITDA

-€0.5m

Restated 2023: -€5.8m

“ The Group’s ongoing expansion

was accompanied by a strong

emphasis on operational efficiency,

positioning the Company to fully

capitalise on operating leverage

in the future and enhancing

profitability moving forward”.

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Financial and Operating Review continued

RESULTS FOR THE YEAR

€’000 2024

Restated

2023

Revenues 40,333 38,522

Cost for customers’ media services (8,14 4) (7,515)

Personnel costs (26,228) (30,659)

R&D capitalisation 8,278 9,342

Other costs (14,744) (15,547)

Total costs (40,838) (44,379)

Adjusted EBITDA (505) (5,857)

Exceptional costs (729) (3,140)

Stock option plan cost (638) (1,202)

EBITDA (1 , 8 7 2 ) (10,199)

Amortisation and depreciation (9,990) (8,741)

EBIT (11 , 8 6 2 ) (18,940)

Finance costs (net of finance income) (2 ,0 9 1) (710)

Other gains/(losses) 890 (330)

Loss before tax (13 , 06 3) (19,980)

Corporate income tax 5 2,315

Loss for the year (13,058) (17,665)

REVENUE

The 2024 Group revenue amounted to €40.3 million compared with €38.5 million in FY2023, with an increase

of 5% year-on-year.

Revenue by product and service line

€’000 2024

Restated

2023

Year-on-year

change

SaaS platform revenue 30 ,154 28,075 7%

Digital marketing revenue 8,694 7,547 15%

Other revenue 1,485 2,900 (49%)

Total 40,333 38,522 5%

The growth compared to the previous period was mainly attributed to the strong performance of

Digital marketing and SaaS platform revenue, which reached respectively €8.7 million and €30.1 million,

correspondingly a 15% and a 7% increase from the prior period.

As a result of the SaaS platform performance, recurring revenue reached 74% of total revenue (with an

increase of 1 p.p. compared to the previous period). Management views this as a key indicator of the

robustness of our growth.

€’000 2024

Restated

2023

Year-on-year

change

Recurring revenue 30,044 27,932 8%

Contract start-up revenue 110 143 (23%)

SaaS platform revenue

30,15 4 28,075 7%

SaaS Recurring revenue as % of total revenue 74% 73% 1%

SaaS platform revenue as % of total revenue 75% 73% 2%

1 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 on page XX of this Annual Report.

The revenue distribution by geography has remained consistent, confirming our presence throughout the

entire EMEA territory.

€’000 2024 % on total

Restated

2023 % on total

Year-on-year

change

Italy 26,347 65% 25,169 65% 5%

Spain 3,679 9% 3,673 10% 0.2%

France 5,639 14% 4,546 12% 24%

Germany 2,230 6% 2,624 7% (15%)

Benelux 2,438 6% 2,510 6% (3%)

Total 40,333 100% 38,522 100% 5%

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Financial and Operating Review continued

Total costs

In FY2024, costs, after capitalising development expenses, totalled €40.8 million, representing an 8%

decrease compared to the previous period and aligning with the Group’s accelerated growth strategy. The

reduction compared to FY2023 was primarily driven by lower personnel and other operating costs.

The decrease of personnel costs to €26.2 million from €30.7 million in FY2023 was mainly driven by the focus

on eliminating inefficiencies and the decision not to replace employees who voluntarily left the Company. The

average number of employees (directly employed by the subsidiaries of the Group) for FY2024 is 401 (451 in

FY2023).

€’000 2024 2023

Salaries and other personnel costs 20 ,19 8 23,554

Social security costs 6,030 7,105

Total personnel costs* 26,228 30,659

* * 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 XX amounts to €0.4 million (€3.5 million in FY2023) and it is related to severance indemnity for

€1.4 million (€0.3 million in FY2023), earn-out payments costs for negative €1.6 million (€2 million in FY2023) and stock option plan cost for €0.6

million (€1.2 million in FY2023) classified as exceptional costs in the table “Results for the year” on page XX. For further details, please refer to Note

10 page XX.

The decrease in other operating costs to €14.7 million in FY2024 (from €15.5 million in FY2023) is mainly

attributed to the benefits realised from synergies following the full integration of the companies acquired in

previous years.

R&D investments represent a significant item for the Group amounting to €13.1 million in FY2024 compared

with €14.5 million in FY2023.

€’000 2024 2023

Year-on-year

change

Total R&D expenses 13,090 14,513 (10%)

– of which capitalised 8,278 9,342 (11%)

– of which expensed in the income statement 4,812 5,171 (7%)

Total R&D expenses as a percentage of Group total revenue 32% 38% (6%)

Adjusted EBITDA

Adjusted EBITDA for the year was negative for €0.5 million compared with negative €5.8 million in the

previous period. The improvement for the year was primarily achieved through the reduction of personnel

costs and other operating costs, leveraging the synergies generated by the integration of acquired

companies, and bringing the Company’s structure to an adequate and optimal level to reach profitability.

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 €0.7 million

(compared with €3.1 million in FY2023) include exceptional costs incurred for exceptional projects completed

during the year of €0.9 million (€0.8 million during FY2023), severance payment indemnities and related

costs for employees who left the Group and have not been replaced of €1.4 million (€0.3 million during the

FY2023), and negative €1.6 million (positive €2 million in FY2023) for post-combination services 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 offset by the release of the remuneration not more due for target not met.

Stock option plan costs amounted to €0.6 million (€1.2 million in FY2023).

Full reconciliation of the calculation of Adjusted EBITDA with the Consolidated Statement of Profit and

Loss and Other Comprehensive Income is provided on page XX of this Annual Report. Please refer to the

paragraph ‘Critical accounting estimates and judgements’ on page XX–XX of this Annual Report for the

explanation of the criteria used to identify such items as exceptional/non-recurring costs.

Finance costs net of finance income and other gains/(losses)

Finance costs net of finance income for the period were €2.1 million (€0.7 million in FY2023) and include

mainly the interests paid during the year. The increase is mainly due to the payments of interests on Atempo

additional loans compared to FY 2023. Other gains/(losses) included the re-measurement in profit and loss

of the contingent consideration classified as financial liabilities at fair value through profit and loss (FVTPL).

This re-measurement arose because the target for the contingent consideration payment was not achieved,

and the consideration was no longer due.

Taxation

Corporate income tax was a positive figure of €0.005 million (positive €2.3 million in FY2023) and included

mainly the tax provision of €0.6 million in France, Germany and Spain offset by a €0.6 million R&D grant

obtained in Italy in 2024. Deferred tax assets on tax losses to carry forward for an amount of roughly

€20 million have been cumulated as at 31 December 2024 and they have not been recognised due to the

uncertainty in the timing in which such loss will be utilised.

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Loss for the year

Loss for the year was €13 million compared with €17.7 million for the previous period. The increase compared

to the previous period is mainly due to the positive effect of the increase in revenue and the reduction in

personnel and other operating costs mentioned above.

GROUP CAPITAL STRUCTURE AND FINANCIAL POSITION

€’000 2024

Restated

2023

Tangible assets 3,379 4,557

Intangible assets 46,335 46,477

Investments in associated companies 3,538 3,538

Fixed assets 53,252 54,572

Net working capital (1,113) (3 , 821)

Deferred tax liabilities (1,533) (1,791)

Employees’ benefit liabilities (2,310) (2,309)

Provisions (121) (177)

Total invested capital 4 8,175 46,474

Cash on hand and cash at banks 3,362 3,509

Financial assets 242 234

Financial liabilities (2 3,76 4) (23,251)

Net (borrowing)/cash position (2 0 ,1 6 0 ) (19,508)

Net equity 28,015 26,966

Fixed assets

Fixed assets were €53.2 million as at 31 December 2024, compared with €54.6 million as at 31 December

2023. The decrease of tangible assets amounting to €1.2 million was related mainly to the rise of €0.2 million

of right of use assets net of depreciation for €1.4 million.

Net (borrowing)/cash position

Net borrowing position was €20.2 million as at 31 December 2024 compared with €19.5 million as at

31 December 2023. Cash on hand and cash at banks amounted to €3.4 million compared with €3.5 million

as of 31 December 2023. Changes compared with the previous years are explained below in the Group cash

movements for the year table. Financial liabilities amounted to €23.8 million compared with €23.2 million

as of 31 December 2023. The increase is mainly due to the new financial loan of €9.3 million (net of costs

incurred for the transaction) entered into 2024, offset by the deferred consideration payment for an amount

of €5.1 million, FVTPL remeasurement for an amount of €0.9 million, Illimity instalments payment for an

amount of €1.8 million and changes in lease liabilities related to IFRS 16 for an amount of €1 million.

Net equity

Net equity was €28 million as at 31 December 2024, compared with €27 million of the previous period.

Change compared with the previous year are described in Note 23 – Shareholders’ Equity in Notes Forming

Part of the Consolidated Financial Statements.

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GROUP CASH MOVEMENTS FOR THE YEAR

€’000 2024

Restated

2023

Cash on hand and cash at banks at the beginning of the period 3,509 19,223

Adjusted EBITDA (505) (5,857)

Decrease/(increase) in working capital (1,078) 1,381

Operating free cash flow

(1 , 5 8 3) (4,476)

Taxes collected (paid) 47 (712)

Cash flow from investing activities – tangible assets (27) (92)

Cash flow from investing activities – R&D (8,383) (9,358)

Free cash flow

(9, 9 4 6 ) (14,638)

Exceptional items (2,104) (1,127)

Cash flow from investing activities – M&A (6,189) (3,881)

Cash flow from financing activities 3,676 3,013

Cash flow from equity movements 14,156 847

Others 260 72

Net (decrease) in cash on hand and cash at banks (147) (15,714)

Cash on hand and cash at banks at the end of the period 3,362 3,509

* 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 XX of this Annual Report..

Operating free cash flow

Operating free cash flow amounted to a negative €1.6 million in FY2024, an improvement compared to a

negative €4.5 million in FY2023. The reduction in negative Operating free cash flow was primarily driven by a

€5.4 million increase in Adjusted EBITDA, partially offset by a €2.5 million decrease in working capital.

Free cash flow

Free cash flow for FY2024 was negative €10 million, an improvement compared to negative €14.6 million in

FY2023. The reduction in negative free cash flow was driven by a €2.9 million decrease in negative operating

free cash flow, a €1 million reduction in R&D investments, and a €0.8 million decrease in taxes paid.

Cash flow from investing activities – M&A

Cash flow from investing activities amounted to negative €6.2 million and included the deferred

consideration paid for the acquisition of GestionaleAuto.com S.r.l. for €3.1 million and the contingent

consideration paid during the year related to the previous acquisitions for €3.1 million (mainly connected to

FusionIT NV for €3 million).

Cash flow from financing activities and equity movements

The cash flow from financing activities is positive for €3.7 million and is mainly correlated to fresh liquidity

obtain during the year for €9.3 million (net of costs incurred) of financial loan entered into with Atempo

Growth net of Illimity payment instalments for €1.8 million, interest paid and lease repayment for €4.1

million.

Cash flow from equity movements is positive for €14.2 million due to the capital increase of €14 million

subscribed in February 2024 and in April 2024, for €0.2 million related to the payment of the strike price of

the stock option exercised by the employees during the year.

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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EVENTS AFFECTING THE COMPANY (AND ITS SUBSIDIARIES) WHICH HAVE OCCURRED

SINCE THE END OF THE FINANCIAL YEAR

On 14 March 2025 and on 25 March 2025, the Group successfully executed a reserved capital increase

respectively of €4.8 million and €0.5 million. Major strategic investors, including 83 North, Lucerne Capital

Management, and Zobito, participated in this round, reaffirming their commitment to the Group’s strategy

and long-term vision. This capital injection is aimed at strengthening the Group’s financial position,

supporting MotorK’s commitment to reach a Cash EBITDA positive position by the end of FY2025.

On 26 March 2025, the Group completed the sale of its remaining 20% stake in Auto XY SpA to GEDI Digital

Srl for a total consideration of €3.5 million. This transaction marks the final step in the divestment of the

DriveK business unit, initiated in December 2022. With its completion, MotorK has successfully finalised its

strategic repositioning, further consolidating its focus on the B2B market, and reinforcing its balance sheet.

The proceeds will be allocated to support the Group’s growth initiatives and drive further innovation in its

SaaS solutions for the automotive retail industry. 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 2024 MotorK has

obtained from Illimity Banks the waiver of testing the financial covenants in place as at 31 December 2024.

The first testing date will be then 31 December 2025. As the waiver was received after 31 December 2024,

the Group has classified the entire loan amount as a current financial liability.

OUTLOOK

Looking ahead, MotorK’s priority is clear: convert its record pipeline into revenue to a projected CARR

increase of 10 to 13% year-on-year and achieve Cash EBITDA profitability by the end of 2025. The Company

will continue to focus on strengthening its platform, expanding its footprint in both Retail and Enterprise,

and further leveraging AI-driven solutions to drive growth.

Commenting on the results, Marco Marlia, CEO of MotorK, said: “2024 was a year of disciplined execution.

While the industry’s cautious stance on digitalisation affected short-term revenue acceleration, our Retail

business remained strong, and we made substantial progress toward Cash EBITDA profitability. With a

record sales pipeline and growing adoption of our AI-driven solutions, we are well-positioned to accelerate

our momentum in 2025. Our focus will be on converting pipeline into revenue, scaling our platform, and

delivering profitable growth.”

With a solid financial foundation, and a clear commitment to innovation, MotorK has entered 2025 ready to

drive the next phase of its growth journey and solidify its position as a leader in automotive digitalisation.

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. Besides, the global economic landscape presents new challenges, particularly

with the recent introduction of tariffs in both America and Europe. These developments are likely to have a

significant impact on the automotive sector in Europe, potentially influencing costs and market dynamics.

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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Reasons for choice How we calculate Outlook

Committed annual recurring revenues

(CARR)

€38.4m

vs €35.9m 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 increase of 10 to13%

year-on-year for FY2025.

Revenue growth

vs 23% 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

FY2025 in order to meet the target of CARR

mentioned above.

SaaS recurring revenue

as % of total revenue

74%

vs 73% 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 of 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 FY2024 has been reached by

the Group. Further growth is expected in 2025

to meet the target of CARR mentioned above.

Cash EBITDA

-€8.8m

vs -€15.2 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 profitability by the end of 2025.

Adjusted EBITDA

-€0.5m

vs -€5.8m 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 FY2025 a Cash EBITDA

profitability by the end of 2025. Cash EBITDA

is calculated as Adjusted EBITDA less change

of contract assets and R&D capitalisation.

Adjusted EBITDA margin

-€1.3%

vs -15.2% 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 FY2025 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)

385

vs 449 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

number of employees to ensure our growth

targets reported above.

Data shown are related to FY2024 (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 XX 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 XX 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 XX 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 judgement in applying

the Group’s accounting policies. The areas where

significant judgements 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

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

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Delivery of products

and services not in

line with customers’

expectations

Possible Moderate Stable ■ 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.

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STRATEGIC RISKS

Risk

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Crisis event Unlikely Major Stable ■ 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 and

ii) Executive Chairman.

Failure to

meet strategic

growth targets

Possible Moderate Decreased ■ 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 and enhanced

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

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Interruption of

MotorK IT systems

and products due

to a cyberattack

Possible Major Stable ■ 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 Possible Major Stable ■ 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 Possible Major Stable ■ 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

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

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

Unlikely Major Stable ■ Ineffectiveness of Organisation and

Management Model ex 231/2001.

■ Ineffective/incomplete monitoring and

control.

■ Incorrect communication to the

Organismo di Vigilanza

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, with the support of an external

law firm, has adopted the ‘Organisation and

Management Model ex 231/2001’ and also

appointed the Organismo di Vigilanza.

■ 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).

1 The ‘Organismo di Vigilanza’ is the Supervisory Board pursuant to the Legislative Decree 231/2001.

MotorK Annual Report 2024

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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

, 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 2024, 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 2025, 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 adopted during 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 2025 and signed on 16 April

2025 on its behalf by:

Marco Marlia

16 April 2025

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’.

MotorK Annual Report 2024

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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

MotorK Annual Report 2024

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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

2024. 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 2024,

the Company decided to primarily focus on growing

its business in order to implement its presence and

position in the relevant market, with the aim to increase

the revenues and attract new investors. MotorK also

carried out and strengthened 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

2024, the following changes were made to the Group’s

key corporate governance arrangements and the

following policies were applied:

■ Mr. Mauro Pretolani resigned as member of the

Board of Director, as well as member of the Audit

Committee.

■ Mrs Helen Protopapas was appointed as

member of the Board of Directors, as well as

Chair of the Audit Committee and member of

the Selection and Nomination Committee.

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 controls 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

MotorK Annual Report 2024

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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

Helen Protopapas 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 re-appointed once

for an additional four-year term and thereafter, the

Non-Executive Directors may again be re-appointed

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 ten 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 2024 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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Corporate Governance continued

The Audit Committee consists of two Non-Executive

Directors: Helen Protopapas, who replaced Mauro

Pretolani as member last April 2024, as Chair of the

Audit Committee and Laurel Charmaine Bowden.

All members, including the Chair of the Audit

Committee, meet the requirements of members of

the Committee pursuant to the terms of reference.

In addition, Helen Protopapas 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 re-appointments. 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 Helen Protopapas 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 AGM.

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.

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 Chair under provision of all relevant

information.

MotorK Annual Report 2024

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Corporate Governance continued

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.

MotorK Annual Report 2024

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Corporate Governance continued

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 FY2024, the compensation

model related to Board of Directors members remained stable and there was no

need to proceed with any update and/or changes.

The granting of such options deviates from the Remuneration Policy of the

Company and the Dutch Corporate Governance Code, the Directors and the

Remuneration Committee have considered that it will not materially impact on the

independence of Mrs. Protopapas as a Non-Executive Director and will support

the cash performance of the Company (in the best interests of the Company itself).

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 2025. 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 in March

2024 and it is therefore planned to be concluded in the first half of 2025 (only one

per year is required).

MotorK Annual Report 2024

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Corporate Governance continued

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 Zoltan Gelencsér

(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 2024, as well as the profit for

the financial year 2024 of the Company and the

companies included in the consolidation; and

■ the Annual Report provides a true representation

of the situation on 31 December 2024 and

the course of business at the Company and at

companies included in the consolidation for

the financial year 2024 and the Annual Report

includes a description of the material risks

the Company and companies included in the

consolidation area face.

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

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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Corporate Governance continued

INTRODUCTION

This is the report of the Non-Executive Directors

of the Company over the financial year 2024, 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 three meetings of the Board of Directors

during the year 2024. An overview of the attendance

of the individual Directors per meeting of the Board

of Directors and its Committees is set out in 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 2023 Company’s accounts

and reports.

■ approval of the Reserved Capital Increase of

€ 12.3 million executed on February 2024 by 83

North III Limited Partnership and Lucerne, Capital

Management both existing shareholder of the

Company, together with Anfield Ltd, Mr. Assaf

Topaz, Mr. Roy Toren and Mrs. Tamar Sharon.

■ approval of the Reserved Capital Increase of

€1.7 million executed on April 2024 by four family

office investors.

■ approval of the second loan of the financing

agreement with Atempo Growth, pursuant to

which a financing for an aggregate amount

equal to €5 million has been granted to the

Company.

MotorK Annual Report 2024

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Corporate Governance continued

■ approval of the third loan of the financing

agreement with Atempo Growth, pursuant to

which a financing for an aggregate amount

equal to €5 million has been granted to the

Company.

■ appointment of Helen Protopapas as Director of

the Company.

■ re-appointment of Måns Hultman as director of

the Company

■ approval of the re-appointment of BDO LLP

as the auditors of the Company.

■ approval of (i) the impairment test of the Group

as of 31 December 2023 and the financial

projections underlying the test and (ii) the

Annual Report and Accounts of the Group for

the financial year ended 31 December 2024

(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 2024. Kick-off

of such activities has been discussed in the Board

of Directors held in March 2024 and it is therefore

planned to be concluded in the first half of 2025 (only

one per year is required).

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 2024, 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 2024; 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

2023 and H1 2024 Report.

During the year ended 31 December 2024, the Audit

Committee also focused 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 2025.

Furthermore, during the year ended 31 December

2024, 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 2024, the Remuneration Committee

inter alia, proceeded with:

■ Definition of the CEO and Executive

Management STIP;

■ Amendments to the LTIP Rules.

■ LTIP 2024 grant;

■ Validation of the LTIP 2023 performance

conditions; and

■ Definition of Mrs. Helen Protopoasa’s

compensation as a member of the Board of

Directors.

Director

Board of

Directors

Audit

Committee

Remuneration

Committee

Selection and

Nomination

Committee

Amir Rosentuler 3/3 – 4/4 1/1

Marco Marlia 3/3 – – –

Måns Hultman 3/3 – 4/4 –

Laurel Charmaine Bowden 3/3 3/3 – –

Mauro Pretolani 2/3 2/3 – 1/1

Helen Protopapas 1/3

MotorK Annual Report 2024

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Corporate Governance continued

Selection and Nomination Committee

A description of the Selection and Nomination

Committee’s role, responsibilities and composition

is set out on page 53. During 2024, the Selection

and Nomination Committee discussed, amongst

others, the re-appointment of Måns Hultman as a

Non-Executive Director of the Company for a term

of four years, as well as the appointment Mrs. Helen

Protopapas as member of the Board of Directors,

Audit Committee, and Selection and Nomination

Committee. During the course of the financial year

that will end on 31 December 2025, 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 of

finalising 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.

MotorK Annual Report 2024

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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

Attendance

100%

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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.

BOARD OF DIRECTORS

CO N T IN U E D

Helen Protopapas

Non-Executive Director/Independent Director

(appointed 22 April 2024)

Mrs. Helen Protopapas, 56, English, is the Vice President

of Finance at Vast Data, based in Zurich, Switzerland.

With a distinguished career as a Commercial CFO, she

brings extensive experience in private equity and venture

capital, particularly within the internet technology sector.

Mrs. Protopapas is recognised for her expertise in M&A

and fundraising, as well as her proficiency in cash flow

management and operational improvements. She has

a proven ability to implement accounting and financial

reporting processes, including transfer pricing strategies.

Her international career spans multiple countries, including

the UK, Germany, Switzerland, the US, the Nordics,

Romania, Vietnam, and Africa. This global experience has

given her a unique perspective on diverse markets and the

ability to drive financial success across various regions and

industries.

MotorK Annual Report 2024

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EXECUTIVE MANAGEMENT TEAM

In addition to the CEO, the following individuals comprise the Executive Management Team:

Zoltan Gelencsér

Global Chief Financial Officer (from January 1 2025)

Mr. Gelencsér joined MotorK as Chief Financial Officer

in early 2025, overseeing financial operations, aligning

strategic planning with long-term business objectives,

and driving scalable revenue growth while ensuring cost

efficiency. With extensive leadership experience in strategic

business management, digital transformation, change

management, and operations, he brings a data-driven

approach, a strong commitment to quality, and a culture

of accountability. His global finance executive roles at

Vodafone, eBay, and General Electric have shaped his

expertise. Before joining MotorK, he served as Senior

Vice President of Group Financial Planning & Analysis at

Sportradar. Mr.Gelencsér holds a BA/BS from Oxford

Brookes University and an MBA from London Business

School.

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.

MotorK Annual Report 2024

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EXECUTIVE MANAGEMENT TEAM

CONTINUED

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.

Johnny Quach

Chief Product and Marketing Officer (from November 2024)

Mr. Quach was appointed Chief Product and Marketing

Officer in late 2024 to drive MotorK’s growth and innovation

by integrating product development with marketing.

Leading product strategy, he focuses on customer-centric

innovation to solidify the Company’s position as an AI-

first SaaS provider for automotive retail. As the owner of

the marketing strategy, he enhances brand visibility and

customer engagement through growth-focused campaigns.

With a proven track record of driving top-line growth,

profitability, and organisational transformation, he has held

leadership roles in digital companies such as TrueCar (USA).

Thomas Andrew Becker

Chief Human Resources Officer

Mr. Becker serves as Chief Human Resources Officer

with over 30 years of technology sector experience. He

brings exceptional expertise in human capital strategy,

organisational development, and business transformation

across global markets including the UK, US, and continental

Europe. As a trusted executive advisor, Mr. Becker

consistently aligns HR functions with corporate objectives

while optimising workforce performance and driving cultural

transformation. His leadership in M&A integration and

talent management has delivered measurable business

impact throughout his career. Mr. Becker holds a Bachelor’s

degree in Management from Hiram College and FCIPD

certification. He concurrently serves as Managing Director of

the International Talent Academy, advancing professional HR

development initiatives.

MotorK Annual Report 2024

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Corporate Governance continued

RESULTS AND DIVIDEND

The Consolidated Statement of Profit and Loss and

Other Comprehensive Income for the year ended

31 December 2024 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 2024.

DIRECTORS AND CHANGES TO THE

BOARD OF DIRECTORS AND EXECUTIVE

MANAGEMENT TEAM

The Directors of the Company during the year ended

31 December 2024 were Amir Rosentuler (appointed

June 2021), Marco Marlia, Måns Hultman, Laurel

Charmaine Bowden and Helen Protopapas.

Details of the members of the Board of Directors

at 31 December 2024 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 2024 were

Andrea Servo, Etienne Jacquet, Boaz Zilberman,

Jean Pierre Diernaz, Joe Sanchez, Yair Pinyan,

Daria Grazzi, Philippe Schulz, Kevin Owens, Johnny

Quach, 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.

Furthermore, last April 2024 Jean Pierre Diernaz

terminated his office as Chief Strategy Officer

and France Country Manager; on May 2024

Philippe Schulz terminated his office as Chief

Customer Officer, and on August 2024 Kevin Owens

terminated his office as Chief Product Officer.

Starting from the beginning of April 2024, Boaz

Zilberman joined the Company with the role of Chief

Operating Officer; starting January 1 2025, Zoltan

Gelencsér joined the Company with the role of

Global Chief Financial Officer; and from November

2024 Johnny Quach joined the Company as Chief

Product and Marketing Officerdividend for the year

ended 31 December 2024.

DIRECTORS’

REPORT

The Directors present the

Annual Report together with the

audited Consolidated Financial

Statements and the audited

financial statements.

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.

MotorK Annual Report 2024

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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 2024 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

22 August 2016 –

Helen Protopapas

Non-Executive Director/

Independent Director 22 April 2024 –

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 2024:

Name Shares %

83 North III Limited Partnership 9,531,322 17.2%

Lucerne Capital Management GP 9,316,666 13.4%

Marco Marlia 5,481,580 12.0%

Fabio Gurgone 5,135,080 11.5%

Marco De Michele 5,094,032 11.5%

Zobito AB

2,965,440 6.5%

1 Aggregated Zobito ownership through various vehicles.

As detailed in the Note 25 Post Balance Sheet Events of such Annual Report, during March 2025 a reserved

capital increase has been subscribed for a total amount of shares of 1,777,835.

POLITICAL DONATIONS

The Group did not make any political donations in the financial period.

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.

MotorK Annual Report 2024

COMPANY

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Corporate Governance continued

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. The Group does not

use financial instruments and risk management

focuses on internal strategies such as diversifying

operations, maintaining liquidity reserves, and

implementing strict credit controls. Effective risk

management can still be achieved through careful

operational and financial planning. 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,

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 FY2024, 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 oversees 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 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 2024,

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

2024 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 is committed to fostering a diverse

and inclusive work environment where all ideas,

perspectives, and backgrounds are valued.

Employees are recruited based on objective criteria,

such as knowledge, expertise, proven abilities,

performance, and behavior. We ensure that no

employee faces discrimination based on race, color,

sex, sexual orientation, marital status, religion,

political affiliation, nationality, ethnic background,

social origin, age, disability, works council

membership, or any other characteristic.

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We are dedicated to providing fair and equal

consideration to employment applications from

individuals with disabilities. Our inclusive recruitment

practices ensure that necessary adjustments are

made during the selection process. For employees

who become disabled during their employment, we

offer reasonable accommodations to their roles and

work environment. Additionally, we provide tailored

training to support their continued success and

effectiveness in the workplace.

We are also committed to offering equal career

development opportunities for disabled employees.

Through access to training programs and merit-

based promotions, we ensure that they have the

opportunity to advance and grow professionally. This

approach underscores our commitment to diversity

and inclusion, ensuring that disabled individuals have

equal opportunities for employment, growth, and

career progression.

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 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 FY2025 due to the capital

rise of €5.3 million and the sale of the remaining 20%

stake in Auto XY SpA to GEDI Digital Srl for €3.5 million,

the expectation of the Company’s future performance

and the results in terms of growth during 2024.

Management has prepared a three-year Business

Plan covering the period between 2025 and 2027 (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 FY2025 it is forecast

to burn a certain amount of cash so that cash and

cash equivalents at year end 31 December 2025 will

land in a positive territory starting to generate positive

operating cash flow from the second half of FY2025.

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

2025, as shown in the sensitivity analysis, will have

limited impact on the Group’s cash position to 12

months from the approval date of the accounts, with no

substantial effect on going concern assessment.

In conducting the going concern assessment,

management has taken into consideration the

potential impacts of various factors, including the

ongoing conflict between Russia and Ukraine, the

situation in Israel, inflation rates, rising commodity

prices, and the increased cost of living in the markets

where the Group operates. These factors have

been carefully evaluated and incorporated into

the Business Plan. Given the nature of MotorK as a

key digital supplier for its customers, management

has concluded that these elements do not have a

material effect on the going concern assessment.

AUDITORS

BDO LLP has signified its willingness to continue as

independent auditors to the Company.

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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.

POST BALANCE SHEET EVENTS

On 14 March 2025 and on 25 March 2025, the Group

successfully executed a reserved capital increase

respectively of €4.8 million and €0.5 million. Major

strategic investors, including 83 North, Lucerne Capital

Management and Zobito, participated in this round,

reaffirming their commitment to the Group’s strategy

and long-term vision. This capital injection is aimed at

strengthening the Group’s financial position, supporting

MotorK’s commitment to reach a Cash EBITDA positive

position by the end of FY2025.

On 26 March 2025, the Group completed the sale of its

remaining 20% stake in Auto XY SpA to GEDI Digital Srl

for a total consideration of €3.5 million.

This transaction marks the final step in the divestment

of the DriveK business unit, initiated in December 2022.

With its completion, MotorK has successfully finalised

its strategic repositioning, further consolidating its focus

on the B2B market, and reinforcing its balance sheet.

The proceeds will be allocated to support the Group’s

growth initiatives and drive further innovation in its

SaaS solutions for the automotive retail industry.

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 2024, MotorK has

obtained from Illimity Banks the waiver of testing the

financial covenants in place as at 31 December 2024.

The first testing date will be then 31 December 2025. As

the waiver was received after 31 December 2024, the

Group has classified the entire loan amount as a current

financial liability.

RESEARCH AND DEVELOPMENT

During the year ended 31 December 2024, the Group

has incurred R&D expenses for an amount of €13.1

million (€14.5 million in 2023), of which 8.3million

capitalised (€9.3 million in 2023).

APPROVAL BY THE BOARD OF DIRECTORS

The report of the Directors was approved by the

Board of Directors on 15 April 2025 and signed

on 16 April 2025 on its behalf by:

Marco Marlia

Chief Executive Officer

16 April 2025

and

Zoltan Gelencsér

Chief Financial Officer

16 April 2025

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REMUNERATION

C O M M I T T E E

REPORT

In 2024, we refined the Board’s

remuneration model to stay

competitive, incentivise

performance, align with Company

goals, and ensure fairness.

SECTION ONE: ANNUAL STATEMENT 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 2024 and how, subject to

shareholder approval, the Committee applied

the Policy in 2024. 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 2024, 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 2024 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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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 was applied for three years starting from its approval at the

2022 AGM and it will be reapproved during the 2025 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 2024.

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 2024.

Illustration of the application of the policy – CEO Illustration of the application of the policy – Executive Chairman

200

400

600

800

1000

1200

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

200

400

600

800

1000

1200

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

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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 or the Executive

Management Team.

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

a 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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Corporate Governance continued

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 2028

Laurel Charmaine Bowden (Non-Executive) 11 May 2023 End of the AGM to be held in 2027

Helen Protopapas (Non-Executive) 22 April 2024 End of the AGM to be held in 2028

SECTION THREE: DIRECTORS’ REMUNERATION REPORT

Directors’ emoluments and compensation

Set out below are the Directors’ emoluments for the year ended 31 December 2024 and the year ended 31 December 2023: 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 2024.

Name of Director

Salary and fees

(€)

Taxable benefits

(€)

Pension-related

benefits

(€)

Total fixed

remuneration

(€)

Stock Options

Granted

(€)

Total variable

remuneration

(€)

Total 2024

(€)

Amir Rosentuler 284,542

– 60,191

344,733 – – 344,733

Marco Marlia 200,000 3,376 27,942 231,318 – – 231,318

Laurel Charmaine Bowden³ – – – – – – –

Måns Hultman 37,50 0 – – 37,50 0 – – 37,50 0

Mauro Pretolani 13,340

– – 13,340 – – 13,340

Helen Protopapas⁵ – – – – – – –

1 It includes the remuneration of ILS 1,094,695 translated with the average exchange rate 2024 4.024 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 242,208 translated with the average exchange rate 2024 4.024 Euro/ILS.

3 In April 2024, Director Laurel Charmaine Bowden voluntarily waived the emoluments earned for the fiscal year 2022, as well as any future emoluments to be earned in her capacity as a member of the Audit Committee.

4 Pro-rata remuneration from 1 January 2024 to 23 April 2024 based on the annual emoluments amounting to €42,500 for his roles and responsibilities within Boad of Directors, Audit Committee, and Selection and Nomination Committee.

5 Director Helen Protopapas voluntarily waived her emolument for FY2024 in her roles as Chair of the Audit Committee and as a member of the Selection and Nomination Committee.

MotorK Annual Report 2024

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Name of Director

Salary and fees

(€)

Taxable benefits

(€)

Pension-related

benefits

(€)

Total fixed

remuneration

(€)

Annual bonus

(€)

Stock Options

Granted

(€)

Total variable

remuneration

(€)

Total 2023

(€)

Amir Rosentuler 334,108

– 60,430

394,538 – 192,183

192,183 586,721

Marco Marlia 200,000 4,280 26,596 230,876 75,000 103,819

178,819 409,695

Laurel Charmaine Bowden – – – – – – – –

Måns Hultman 37,50 0 – – 37,50 0 – – – 37,50 0

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.

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 2024 Bonus for 2023

Marco Marlia – 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 2024.

Pension

During the year ended 31 December 2024, Marco Marlia received pension contributions of €27,942 and Amir Rosentuler received pension contributions of €60,191.

Payments to past Directors

No payments were made to past Directors during the year ended 31 December 2024.

MotorK Annual Report 2024

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Payments for loss of office

No payments for loss of office were made during the year ended 31 December 2024.

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 64,668 unvested options in issue pursuant to the Original

Share Option Plan and the EMI Share Option Plan, equating to approximately 0.1% of the issued share

capital as at 31 December 2024.

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.

In May 2024, 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, with an exercise price of €5.94 per share.

Within the framework of the grants to Executive Directors and Executive Management, the Board of

Directors has exercised discretion within the boundaries set by the Remuneration Policy. The most significant

adjustments involved the exercise schedule and performance conditions. Specifically, the exercise schedule

was structured in three equal installments over the three-year vesting period, rather than in full at the end of

the period.

For stock options granted between December 2022 and January 2023, 100% of the options are contingent

on achieving an ARR growth of at least 25% in 2023. For stock options granted between February 2023 and

December 2023, 75% are linked to achieving a 30% ARR growth over the estimated 2022 year-end ARR by

June 30, 2024, and 25% are linked to the achievement of a Reported Cash EBITDA for FY2023 equal to or

greater than negative €10 million. As this second performance condition was not met, 25% of the options

related to this grant have lapsed. Finally, for the stock options granted in May 2024, 75% are linked to

achieving at least 25% ARR growth over the estimated 2023 year-end ARR, and 25% are contingent on a

positive full-year Reported Cash EBITDA for FY2024. As these performance conditions were not met, 100%

of the options related to this grant have lapsed. The value of the grants to the Executive Directors, based on

the market value at the grant date, was below the long-term incentive salary limits set by the Remuneration

Policy.

Following these grants, the Company has a total of 570,667 unvested options in issue pursuant to the

Omnibus LTIP, equating to approximately 1.2% of the issued share capital as at 31 December 2024.

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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

2024

Number of shares

at 31 December

2023

Unvested share

options at

31 December

2024

Vested,

unexercised

share options

at 31 December

2024

Options

exercised in

the period

2024

Amir Rosentuler 120,000 120,000 96,335 1,382,624 –

Marco Marlia 5,481,580 5,481,580 119,256 146,637 –

Laurel Charmaine Bowden – – – – –

Måns Hultman – – – – –

Mauro Pretolani 138,400 138,400 – – –

Helen Protopapas – – – – –

The option awards held by each Director during the financial year ended 31 December 2024 and 2023 are as follows:

Name of Director

Number at

1 January

2024

Granted in

the period

2024

Exercised in

the period

2024

Number at

31 December

2024

Exercise price

(€)

Vesting

period/date

Marco Marlia 174,018 – – 174,018 1.64

Three years starting

from November 2022

Marco Marlia 91,875

– – 91,875 2.37

Three years starting

from June 2023

Marco Marlia – –

– – 5.94

Three years starting

from May 2024

Amir Rosentuler 1,263,979

– – 1,263,979 0.01 November 2021

Amir Rosentuler 140,955 – – 140,955 1.21

Three years starting

from January 2023

Amir Rosentuler 74,025

– – 74,025 2.37

Three years starting

from June 2023

Amir Rosentuler – –

– – 5.94

Three years starting

from May 2024

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 Grant in May 2024 was fully lapsed due to the performance conditions not met.

3 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.

4 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.

5 Grant in May 2024 was fully lapsed due to the performance conditions not met.

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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

– 91,875 2.37

Three years starting

from June 2023

Amir Rosentuler 1,263,979 – – 1,263,979 0.01 November 2021

Amir Rosentuler – 140,955 – 140,955 1.21

Three years starting

from January 2023

Amir Rosentuler – 74,0255

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.

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 2023 and 2024. 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 2024 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 (15%) – –

Marco Marlia – (21%) (100%)

Laurel Charmaine Bowden – – –

Måns Hultman – – –

Mauro Pretolani (69%) – –

Average all employees 5% 1% 10%

The internal pay ratio is calculated based on the average 2024 remuneration of all Group employees vis-à-vis the 2024 remuneration of the CEO. The internal pay ratio for the year 2024 was 5.42 (5.70 in 2023) 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 2023 and 2024 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

Personnel costs

-€1 million -€7.5 million

(-10%) (-22%)

2024: €8.4 million 2024: €26.7 million

(2023: €9.4 million) (2023: €34.2 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 2024 or 2023, 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 May 2024 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 FY2024 (and comparative

data as at 31 December 2023:

Role – FY2024

Laurel

Charmaine

Bowden

(€)

Måns

Hultman

(€)

Mauro

Pretolani

(€)

Helen

Protopapas

(€)²

Chairman – – – –

Non-Executive Director basic fee – 30,000 9,417 –

Additional fees – 7,50 0 3,923 –

Chair of the Audit Committee – – 2,354 –

Chair of the Remuneration Committee – 7,50 0 – –

Chair of the Selection and

Nomination Committee – – – –

Member of the Audit Committee – – – –

Member of the Remuneration

Committee – – – –

Member of the Selection and

Nomination Committee

– – 1,569 –

Total – 37,50 0 13,340

–

1 Pro-rata remuneration from 1 Jan 2024 to 23 April 2024 based on the annual emoluments amounting to €42,500 for his roles and responsibilities

within the Board of Directors, Audit Committee, and Selection and Nomination Committee

2 Director Helen Protopapas voluntarily waived her emolument for FY2024 in her roles as Chair of the Audit Committee and as a member of the

Selection and Nomination Committee.

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Role – FY2023

Laurel

Charmaine

Bowden

(€)

Måns Hultman

(€)

Mauro Pretolani

(€)

Chairman – – –

Non-Executive Director basic fee – 30,000 30,000

Additional fees – 7,50 0 12,500

Chair of the Audit Committee – – 7,50 0

Chair of the Remuneration Committee – 7,50 0 –

Chair 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

The Remuneration Report was approved by the Board on 15 April 2025 and signed on 16 April 2025 on its behalf by:

Måns Hultman

Chair of the Remuneration Committee and Director

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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.

Financial Statements continued

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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 effect 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 2024 2023

Materiality Group financial statements as a whole

€870,000 (2022: €770,000 ) based on 2% (2022: 2%) of Revenue

INDEPENDENT AUDITOR’S REPORT CONTINUED

OPINION ON THE FINANCIAL STATEMENTS

Financial Statements continued

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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

OPINION ON THE FINANCIAL STATEMENTS

Financial Statements 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.

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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.

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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.

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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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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).

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

			Restated
		For the	For the
		year ended	year ended
		31 December	31 December
€’000	Note	2024	2023*
Revenue	9	4 0, 333	38 , 522
Cost for customers’ media services	10	8 ,1 4 4	7, 5 1 5
Personnel costs	10	26 , 69 0	34, 201
R&D capitalisation	10	(8 ,27 8)	(9, 3 42)
Other operating costs	10	14 , 2 9 0	1 6 ,111
Provision for bad debts	10	1, 359	236
Amortisation and depreciation	10	9, 9 9 0	8 , 741
Total costs	10	5 2 ,1 9 5	5 7, 4 6 2
Operating loss		(11, 8 6 2)	(1 8 , 9 4 0)
Finance expense	11	(2 , 313)	(767)
Finance income	11	222	57
Other gains/(losses)		890	(330)
Loss before tax		(13 , 0 6 3)	(19,9 8 0)
Corporate income tax	12	5	2 , 3 15
Loss for the period		(13 , 0 5 8)	(1 7, 6 6 5)
Attributable to:
Owners of the parent		(13 , 0 5 8)	(1 7, 6 6 5)
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	92	(49)
Gains on exchange differences from translation of financial statements of foreign entities that will be reclassified subsequently to the income statement	26	19	77
Total comprehensive loss		(12 ,9 47)	(1 7, 6 3 7)
Attributable to:
Owners of the parent		(12 ,9 4 7)	(1 7, 6 3 7)
Basic and diluted EPS
Loss for the period	24	(0 . 2 9)	(0 . 4 4)

*Consolidated Statement of Profit and Loss and Other Comprehensive Income for the year ended 31 December 2023 has been restated.

Please refer to the Note 5 – Material Accounting Policies – Prior year restatements.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

			Restated	Restated
		As at	as at	as at
		31 December	31 December	1 January
€’000	Note	2024	2023*	2023*
Intangible assets	13	4 6 ,335	4 6 , 477	3 6 ,757
Property, plant and equipment	14	3, 379	4, 557	5, 000
Investments in associates	15	3 ,53 8	3, 53 8	3 , 538
Non-current assets – security deposits	15	242	23 4	19 4
Non-current assets		53,494	54,806	45,4 89
Trade and other receivables	16	13 ,9 7 3	13 , 4 0 5	13 , 0 5 8
Cash on hand and cash at banks	17	3, 362	3, 50 9	19, 2 2 3
Current assets		17, 3 3 5	16 ,9 14	32 , 2 81
Total assets		70, 82 9	7 1,7 2 0	77 ,770
Trade and other payables	18	11, 2 9 3	14 , 6 5 3	12 , 2 5 0
Tax payable	18	3 ,7 93	2, 573	3 , 8 42
Current financial liabilities	19	9, 5 9 9	8,89 7	356
Current lease liabilities	19	1 ,1 4 1	1 ,17 0	972
Provisions	22	12 1	12 0	153
Current liabilities		25 ,9 47	2 7, 4 13	17, 5 7 3
Employees’ benefit liability	20	2, 310	2,3 09	1, 8 9 5
Deferred tax liabilities	21	1, 5 3 3	1,7 9 1	1, 4 71
Non-current financial liabilities	19	10 , 8 28	9,9 9 4	11 , 4 6 3
Non-current lease liabilities	19	2 ,19 6	3 ,1 9 0	3,6 65
Provisions	22	–	57	14 2
Non-current liabilities		16 , 8 6 7	1 7, 3 4 1	18 , 6 36
Total liabilities		4 2 , 8 14	44 ,75 4	36,209
Share capital	23	459	4 07	4 03
Share premium	23	85 ,72 9	6 9, 4 4 6	6 8 ,75 4
Merger reserve	23	3, 627	3, 627	3, 627

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			Restated	Restated
		As at	As at	as at
		31 December	31 December	1 January
€’000	Note	2024	2023*	2023*
Accumulated losses	23	(61, 8 0 0)	(46,5 1 4)	(31, 2 2 3)
Total equity		2 8 , 0 15	26 ,9 6 6	4 1, 5 61
Total liabilities and equity		70, 82 9	7 1,7 2 0	77 ,770

*Consolidated Statement of Financial Position as of 31 December 2022 and 2023 have been restated. Please refer to the Note 5 – Material Accounting Policies – Prior year restatements.

The notes on pages XX to XX form part of the Consolidated Financial Statements. The Consolidated Financial Statements on pages XX–XX were approved and authorised for issue by the Board of Directors on 15 April

2025 and were signed on 16 April 2025 on its behalf by:

Marco Marlia

Chief Executive Officer

16 April 2025

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CONSOLIDATED STATEMENT OF CASH FLOWS

		Restated
	For the	For the
	year ended	year ended
	31 December	31 December
€’000	2024	2023*
Loss for the period	(13 , 0 5 8)	(1 7, 6 6 5)
Adjustments for:
Depreciation of property, plant and equipment	1, 4 6 5	1, 42 3
Amortisation of intangible assets	8 , 52 5	7, 3 1 8
Finance income	(222)	(57)
Finance expense	2 , 3 13	1, 0 3 5
Other (gains)/losses	(89 0)	62
Income tax expense	(5)	(2 , 3 15)
Share-based payment expense	638	1, 2 0 2
Earn-out accrual	(1,55 0)	2,0 4 8
Other non-monetary movements	6 51	(111)
Cash outflow (used in) operating activities before changes
in net working capital	(2 ,1 3 3)	(7, 0 6 0)
(Increase) in trade and other receivables	(5 63)	16 0
(Decrease)/Increase in trade and other payables	(74 0)	1, 514
(Decrease)/increase in provisions and employee benefits	8	(13 7)
Cash outflow (used in) operations	(3, 4 28)	(5 , 52 3)
Income tax received/(paid)	47	(7 12)
Net cash flows (used in) operating activities	(3 , 3 8 1)	(6 , 2 3 5)

		Restated
	For the	For the
	year ended	year ended
	31 December	31 December
€’000	2024	2023*
Investing activities
Cash outflow on acquisition of subsidiaries (net of cash acquired)**	(6 ,1 8 9)	(3 , 8 8 1)
Purchase of intangible assets***	(8, 3 83)	(9 ,358)
Purchases of property, plant and equipment	(27)	(9 2)
Non-current assets – security deposits	(8)	(4 0)
Net cash (used in) investing activities	(14 , 6 0 7)	(1 3,371)
Financing activities
Proceeds for issue of shares	1 4, 1 56	3 ,15 3
Buy-back Programme	-	(2 , 3 0 6)
Bank loans repaid	(1 , 8 61)	(47)
New bank and loan with other financial institutions	9, 6 8 8	4 , 8 31
Capital element of lease liabilities repaid	(1, 2 9 4)	(1 ,12 6)
Interest paid on bank and other loans	(2,6 58)	(4 0 1)
Interest paid on lease liabilities	(19 2)	(2 11)
Net cash from financing activities	17, 8 3 8	3, 893
Translation exchange differences	3	(1)
Net decrease in Cash on hand and cash at banks	(147)	(15 ,7 14)
Cash on hand and cash at banks at beginning of period	3, 5 0 9	1 9, 2 2 3
Cash on hand and cash at banks at end of period	3, 36 2	3, 5 0 9

* Consolidated Statement of Cash Flows as of 31 December 2023 has been restated. Please refer to the Note 5 – Material Accounting Policies – Prior year restatements.

** FY 2024 cash-out refers for €5.1 million to deferred consideration classified in Current financial liabilities under IFRS 3 and for €1.1 million to post-combinations services payment classified in Trade and other payables under IAS 19.

FY 2023 cash-out refers for €0.8 million to deferred consideration classified in Current financial liabilities under IFRS 3 and for €3.1 million to the consideration for the acquisition of GestionaleAuto.com S.r.l.

*** In FY2024, it includes €8.3 million of internally generated assets additions (€9.3 million in FY2023) and €0.1 million of direct purchase additions (€15 thousand in FY2023).

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

					Total
				Restated	attributable to
	Share	Share	Merger	Accumulated	equity holders
€’000	capital	premium	reserve	losses³	of parent
1 January 2023	4 03	6 8 ,75 4	3 ,6 27	(1 0 ,9 7 8)	61, 8 0 6
Restatement of revenue recognition under IFRS 15 (net of tax)	–	–	–	(20 , 245)	(2 0 , 24 5)
Restated total equity at the beginning of the financial year	403	68 ,75 4	3, 627	(31, 2 2 3)	41 , 5 61
Loss for the period¹	–	–	–	(17, 6 6 5)	(1 7, 6 6 5)
Other comprehensive loss
Translation reserve	–	–	–	77	77
Defined benefit pension scheme	–	–	–	(49)	(49)
Total comprehensive loss for the year	–	–	–	(1 7, 6 3 7)	(1 7, 6 3 7)
Contributions by and distributions to owners
Issue of shares	18	4, 69 2	–	(20 4)	4, 506
Share-based payment	–	–	–	1, 2 0 2	1, 2 0 2
Share-based payment exercised	–	–	–	(1,3 5 3)	(1, 35 3)
Shares to be issued	–	–	–	9 93	9 93
Buy-back programme 2	(14)	–	–	(2, 2 92)	(2 , 3 0 6)
Capital reduction	–	(4, 000)	–	(4000)	(2 , 3 0 6)
Total contributions by and distributions to owners	4	692	-	2 ,346	3, 042
31 December 2023	4 07	69 ,446	3, 627	(4 6 , 514)	26 ,9 6 6

1 The line item “Loss of the period” for FY2023 is restated. Please refer to the Note 5 – Material accounting policies – Prior year restatements.

2 MotorK bought its own shares and cancelled them.

3 The Earn-out reserve column has been incorporated in the column Accumulated losses.

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					Total
				Restated	attributable to
	Share	Share	Merger	Accumulated	equity holders
€’000	capital	premium	reserve	losses³	of parent
Loss for the period	–	–	–	(13 , 0 5 8)	(13 , 0 5 8)
Other comprehensive loss
Translation reserve	–	–	–	19	19
Defined benefit pension scheme	–	–	–	92	92
Total comprehensive loss for the year	–	–	–	(12 ,9 47)	(12, 9 47)
Contributions by and distributions to owners		–	–	–	–
Issue of shares 4	52	16 , 2 8 3	–	(6 0 0)	15, 7 3 5
Share-based payment	–	–	–	63 8	638
Share-based payment exercised	–	–	–	(1, 42 0)	(1, 42 0)
Shares to be issued	–	–	–	(957)	(9 57)
Total contributions by and distributions to owners	52	16 , 2 8 3	-	(2 , 33 9)	13 , 9 9 6
31 December 2024	4 59	8 5,72 9	3, 627	(61 , 8 0 0)	28 , 015

4 Please refer to Note 23 for further details.

Share capital represents the nominal value of the share capital subscribed for.

Share Premium represents amounts subscribed for share capital in excess of the nominal value, less related costs of share issues. During FY2023, the Group completed a capital reduction, which resulted in a reduction of the

share premium account. As part of this process, a portion of the share premium amounting to €4 million was transferred to the Accumulated losses in accordance with applicable legal requirements and accounting standards.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED

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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 2024, the main shareholders of the Parent Company are 83 North, who directly holds

approximately 19% of the share capital, Lucerne, who holds approximately 18.6% of the share capital and the

original founders Marco Marlia (CEO of the Group), Marco De Michele, and Fabio Gurgone own roughly 11% each

of the share capital.

These Consolidated Financial Statements as of and for the year ended 31 December 2024, 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 judgement in applying the

Group’s accounting policies. The areas where significant judgements and estimates have been made in preparing

the financial statements and their effect are disclosed in Note 7.

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 statements 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.

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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 2024, 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	2024	2023	2022
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. 1	Italy	–	100%	100%
FusionIT NV	Belgium	100%	100%	100%
FranceProNet SaS 2	France	–	–	100%
SFD SaS 2	France	–	–	100%
ICO International GmbH	Germany	100%	100%	100%
GestionaleAuto.com S.r.l.	Italy	100%	100%	–

1 The Company wound up on 8 January 2024.

2 Merged into MotorK France Sarl starting from 1 January 2023.

During the financial year 2023, the consolidation area changed as a result of the following operations:

■ 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.

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.

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
GestionaleAuto.com Srl	Viale Asiago n. 113 – Bassano del Grappa, Italy

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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2. BASIS OF PREPARATION CONTINUED

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.

Investment in associates

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.

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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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3. 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 FY2025 due to the capital rise

of €5.3 million and the sale of the remaining 20% stake in Auto XY SpA to GEDI Digital Srl for €3.5 million,

the expectation of the Company’s future performance and the results in terms of growth during 2024.

Management has prepared a three-year Business Plan covering the period between 2025 and 2027 (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 FY2025 it is forecasted to burn a certain

amount of cash so that cash and cash equivalents at year end 31 December 2025 will land in a positive

territory starting to generate positive operating cash flow from the second half of FY2025. 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 2025, as shown in the sensitivity analysis, will have limited impact on the

Group’s cash position to 12 months from the approval date of the accounts, with no substantial effect on

going concern assessment.

In conducting the going concern assessment, management has taken into consideration the potential

impacts of various factors, including the ongoing conflict between Russia and Ukraine, the situation in Israel,

inflation rates, rising commodity prices, and the increased cost of living in the markets where the Group

operates. These factors have been carefully evaluated and incorporated into the Business Plan. Given the

nature of MotorK as a key digital supplier for its customers, management has concluded that these elements

do not have a material effect on the going concern assessment.

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 2024

The following new standards and amendments effective from 1 January 2024 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.

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4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2023 AND INTERPRETATIONS

APPLICABLE AT A FUTURE DATE CONTINUED

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.

■ 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, 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.

■ In April 2024, IASB issued IFRS 18 — Presentation and Disclosure in Financial Statements, which

introduces new concepts relating to: (i) the structure of the statement of profit or loss, (ii) required

disclosures in the financial statements for certain profit or loss performance measures that are reported

outside an entity’s financial statements, and (iii) enhanced principles on aggregation and disaggregation

which apply to the primary financial statements and notes in general. The standard is effective on or

after 1 January 2027. The Group is evaluating the potential impact from the adoption of this standard.

■ In May 2024, IASB issued amendments to the Classification and Measurement of Financial Instruments

which amended IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures, with the

aim of addressing diversity in practice by making the requirements more understandable and consistent.

The amendments: (a) clarify the date of recognition and derecognition of certain financial assets and

liabilities, with a new exception for certain financial liabilities settled through an electronic cash transfer

system to be derecognised before the settlement date if certain criteria are met; (b) clarify and add

further guidance for assessing whether a financial asset meets the solely payments of principal and

interest (SPPI) criterion; (c) add new disclosures for certain instruments with contractual terms that can

change cash flows (such as certain instruments with features linked to the achievement of environment,

social and governance (ESG) targets); and (d) update the disclosures for equity instruments designated

at fair value through other comprehensive income (FVOCI). The amendments are effective on or after

1 January 2026 and earlier application is permitted. The Group is evaluating the potential impact from

the adoption of these amendments.

■ In July 2024, IASB issued Annual Improvements to IFRS Accounting Standards — Volume 11 which

contains amendments to five standards as result of IASB’s annual improvements project. IASB uses the

annual improvements process to make necessary, but non-urgent, amendments to IFRS Accounting

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Standards that will not be included as part of another major project. The amended standards are: IFRS

1 — First-time Adoption of International Financial Reporting Standards, IFRS 7 —Financial Instruments:

Disclosures and its accompanying guidance on implementing IFRS 7; IFRS 9 — Financial Instruments;

IFRS 10 — Consolidated Financial Statements; and IAS 7 — Statement of Cash Flows. The amendments

are effective on or after 1 January 2026 and earlier application is permitted. The Group is evaluating the

potential impact from the adoption of these amendments.

■ In December 2024, IASB issued amendments for nature-dependent electricity contracts which amended

IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures to help companies better

report the financial effects of nature-dependent electricity contracts, which are often structured as

power purchase agreements (PPAs), in the light of the increased use of these contracts. The amendments

are effective on or after 1 January 2026 and earlier application is permitted. 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 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. 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 (Cash-generating Units).

Goodwill is allocated on initial recognition to each of the Group’s CGUs 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.

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5. MATERIAL ACCOUNTING POLICIES CONTINUED

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 Other Comprehensive Income (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 non-monetary 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 on hand and cash at banks.

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).

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, 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.

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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).

Assessments are made regularly as to whether there is any objective evidence that a financial asset or group

of financial assets may be impaired. If any such evidence exists, an impairment loss is recognised within

selling, general and administrative costs for trade receivables and within cost of sales for receivables from

financing activities. 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, 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 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.

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 SaaS provider for the automotive retail industry empowering car dealers and 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

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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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.

Prior year restatement

a) Revenue recognition – Change in revenue recognition under IFRS 15

The Group has conducted a comprehensive reassessment of its revenue recognition policy for its SaaS

products in accordance with IFRS 15. Historically, the Group recognised revenue at a point in time upon

granting customers access to its software. However, following a detailed review of our contractual

obligations, our evolving SaaS business model and the constructive obligation this has created, and industry

best practices, we have determined that revenue should instead be recognised over time to more accurately

reflect the nature of our services.

The reassessment was driven by the recognition that the Group provides customers with a right to access

intellectual property that is continuously maintained, updated, and enhanced throughout the contract

duration. Key factors supporting this conclusion include ongoing update and improvements, ongoing

benefits to customers and the hosting and maintenance of the services that result in changes in the timing of

revenue recognition. These changes are consistent with industry practice in providing similar types of services

and improving the accuracy of financial reporting.

This change underscores the Group’s commitment to transparent and high-quality financial reporting,

ensuring that investors and stakeholders have a more precise view of the Group’s long-term revenue

generation model and business performance. Changes to provide frequent functional upgrades have

occurred over the period and, in management’s judgement, while not contractually obliged to deliver

upgrades, an implicit promise gives rise to a performance obligation under IFRS 15 with the Group’s

customers from the last day of FY2022 that this business practice will continue. As such, the opening balance

as at 1 January 2023 and FY2023 revenue have also been restated to be recognised over time.

The above adjustments have been corrected by restating each of the affected financial statement line items

for the prior periods as shown in the table below.

b) Post combination remuneration - settled in cash

In the context of a business combination, IFRS 3 refers to any continuing services provided after a business

combination, such as employee services or services provided by vendors and are not considered part of the

total consideration for the business combination but are treated as remuneration costs. This consideration

links to ongoing employment of the individuals and achieving of certain performance targets post the

business combination and settled in cash. The amount related to this consideration should have been

recognised as a liability under IAS 19 Employee Benefits and presented within Trade and other payable

line item instead of Financial liabilities line item as currently presented in the Consolidated Statement of

Financial Position.

The above adjustments have been corrected by restating each of the affected financial statement line items for the

prior periods as shown in the table below without any impact in the Consolidated Statement of Profit and Loss.

c) Equity-settled post combination remuneration – change in an accounting policy under IFRS 2

IFRS 2 requires that, regardless of the type of plan, the contingent consideration expense related to a

business combination should be recognised in the financial statements and spread over the vesting period

(the period during which the recipient must fulfil certain conditions, such as remaining employed by the

Group for a specified number of years). If this compensation is equity-settled (i.e., the employees will be

paid through issuance of shares), the cost of equity-settled transactions is determined by the fair value at

the date when the grant is made using an appropriate valuation model. That cost is recognised in employee

benefits expense, together with a corresponding increase in equity (Accumulated losses), over the period in

which the service and, where applicable, the performance conditions are fulfilled (the vesting period). This is

consistent with the Group’s accounting policy to recognise any compensation expenses related to equity-

settled share-based payment issued by the Group within the Accumulated losses line item. Therefore, the

amount related to this compensation in equity should have been combined into Accumulated losses line

item instead of disclosed them separately within Earn-out reserve line item as currently presented in the

Consolidated Statement of Financial Position.

The above change in the presentation of line item for the compensation expenses has been reflected through

a reclassification of the related amount from Earn-out reserve line item to Accumulated losses line item for

the prior periods as shown in the table below without any impact in the Consolidated Statement of Profit and

Loss.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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The table below summarises the impact of prior year restatements mentioned above:

Consolidated Statement of Financial Position (extract)

				Equity-					Equity-
	As at		Post combination	settled post	Restated			Post combination	settled post	Restated
		Revenue	remuneration-	combination	as at	As at	Revenue	remuneration-	combination	as at
	31 December	recognition	settled in cash	remuneration	31 December	31 December	recognition	settled in cash	remuneration	31 December
€’000	2023	restatement	restatement	restatement	2023	2022	restatement	restatement	restatement	2022
Non-current contract assets	5,654	(5,654)	-	-	-	7,294	(7,294)	-	-	-
Non-current assets	60,460	(5,654)	-	-	54,806	52,783	(7,294)	-	-	45,489
Current contract assets	19,194	(19,194)	-	-	-	13,440	(13,440)	-	-	-
Current assets	36,108	(19,194)	-	-	16,914	45,721	(13,440)	-	-	32,281
Total assets	96,568	(24,848)	-	-	71,720	98,504	(20,734)	-	-	77,770
Trade and other payables	13,080	(185)	1,758	-	14,653	12,021	(489)	718	-	12,250
Current financial liabilities	10,655	-	(1,758)	-	8,897	1,074	-	(718)	-	356
Current liabilities	27,598	(185)	-	-	27,413	18,062	(489)	-	-	17,573
Total liabilities	44,939	(185)	-	-	44,754	36,698	(489)	-	-	36,209
Earn-out reserve	1,587	-	-	(1,587)	-	798	-	-	(798)	-
Accumulated losses	(23,438)	(24,663)	-	1,587	(46,514)	(11,776)	(20,245)	-	798	(31,223)
Total equity	51,629	(24,663)	-	-	26,966	61,806	(20,245)	-	-	41,561
Total liabilities and equity	96,568	(24,848)	-	-	71,720	98,504	(20,734)	-	-	77,770

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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			Restated
	As at	Revenue	as at
	31 December	recognition	31 December
€’000	2023	restatement	2023
Revenue	42,940	(4,418)	38,522
Operating loss	(14,522)	(4,418)	(18,940)
Loss before tax	(15,562)	(4,418)	(19,980)
Loss for the period	(13,247)	(4,418)	(17,665)
Other comprehensive loss
Attributable to:
Owners of the parent	(13,219)	(4,418)	(17,637)

Basic and diluted earnings per share for the prior year have also been restated. The amount of the correctio n

for basic and diluted earnings per share decreased by €0.11 cents per share from €0.33 cents loss per shares

to €0.44 loss per shares.

Consolidated statement of profit and loss and other comprehensive income (extract)

			Restated
	As at	Revenue	as at
	31 December	recognition	31 December
€’000	2023	restatement	2023
Loss for the period	(13,247)	(4,418)	(17,665)
Cash outflow (used in) operating activities before changes in net working capital	(2,642)	(4,418)	(7,060)
(Increase)/decrease in trade and other receivables
and contract assets	(3,954)	4,114	160
Increase in trade and other payables	1,210	304	1,514

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) to be

paid since signing of the agreement/delivery of the products. The total contract value is therefore calculated

as the recurring fee multiplied the number of months of duration of the contract. Following the assessment

made by top management, a single performance obligation was identified in the contracts that is the selling

of the ‘right-to-access IP’ to the client satisfied over time (when access to the product is granted to the

customers). The Group offers to the customer a cloud-based software to support the full vehicle life cycle and

the entire customer journey. The access to the software is provided at signing date/delivery of the products.

The product will be subsequently slightly customised with the support of the customer during the life of

the contract. As the software is entirely cloud-based, the hosting costs are incurred by MotorK to keep the

software live and cannot be sold separately from the software itself.

Hosting space is bought by MotorK on the basis of slots of cloud availability on the basis of MotorK sales

projections. Some cloud space bought may stay potentially unused therefore, according to IFRS 15 B35 the

entity is a principal as acquire the controls of such hosting space before that such service is transferred to a

customer. The activities related to maintenance and bug fixing are strictly related to ensure that products

are keep operating during the life of the agreement. Such activities are performed only on MotorK products

and cannot be sold separately therefore it is not possible to identify as a separate performance obligation.

On the basis of the above, a single performance obligation is identified that is the right to access to the

Intellectual Properties. As further explained on page XXX 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. Pricing is

defined at contract level consisting of recurring fee from subscription multiplied by the number of months.

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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

5. MATERIAL ACCOUNTING POLICIES CONTINUED

Consolidated statement of profit and loss and other comprehensive income (extract)

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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 and

■ 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 have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities

within the next financial year. 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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Impairment test

The Group tests for impairment of its assets on an annual basis, or more frequently if there are indicators of

potential impairment. In determining whether an impairment loss is required, management applies significant

judgment, particularly in the assessment of the recoverable amount of assets within each CGU. The recoverable

amount is based on the higher of fair value less cost to sell and value in use.

For the single CGU assessed for impairment, management has made several key assumptions, including:

■ discount Rates: the discount rate used in the impairment calculations reflects current market assessments

of the time value of money and the risks specific to the CGU;

■ cash Flow Projections: cash flow projections are based on the Company’s internal forecasts, which include

assumptions about future revenue growth, operating costs, and capital expenditures. These assumptions are

influenced by historical performance and expected market conditions;

■ terminal growth rate: a terminal growth rate is used to calculate the value in use beyond the forecast period.

This rate is based on long-term expectations for the industry and macroeconomic factors.

Management believes that these assumptions are reasonable based on current available information; however,

changes in market conditions, unforeseen events, or shifts in strategy could significantly affect the outcome of

impairment testing.

The sensitivity of the impairment test to changes in these assumptions is disclosed in the this Annual Report.

Revenue recognition of SaaS platform contracts

Revenues related to the SaaS platform contracts value refer to a single performance obligation identified in the

contracts that is the selling of the ‘right-to-access IP’ to the client satisfied over time (when access to the product

is granted to the customers). The full amount of consideration is allocated to the performance obligation above

mentioned (€30.1 million of SaaS platform revenue in FY2024 and €28.1 million of SaaS platform revenue in

FY2023. For more details please refer to Note 9 – Revenue – of this Annual Report).

Management assessed two different judgments regarding revenue recognition:

■ change in revenue recognition from point in time to over time: with the shift in market standards toward

a model where customers expect continuous updates and new features, management has reconsidered

the accounting policies. Evidence of this shift includes the adoption of recurring newsletters informing

customers about new releases. While the transactions themselves are similar to previous years, recognizing

the right to access IP provides more relevant information. Given the shift in the business model, revenue

recognition over time better reflects the transaction’s substance, aligning MotorK’s policies with industry

practices;

■ the date of the change from point in time to over time revenue recognition: The change from point-in-time

to over-time revenue recognition occurred from the last day of FY2022, as management determined that,

despite no contractual obligation, an implicit promise to deliver frequent upgrades created a performance

obligation under IFRS 15. Some examples of this commitment to ongoing upgrades are described below: i)

at the end of 2022, we launched LeadSpark Revolution and began migrating customers, offering continuous

enhancements under their existing licenses; ii) after acquiring Fidcar, we developed FSK (FidSpark),

which provided similar product improvements; iii) in 2023, the Webspark Revolution team delivered 40+

enhancements in data tracking, security, integrations, widgets, and visuals, all included in customers’

existing licenses.

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 €28.3 million (€27 million as at 31 December 2023).

The Group funds its expenditures on commitments from existing cash on hand and cash at banks 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 FY2024, MotorK

Group management and Illimity Bank have agreed a waiver for testing financial covenants in place as at

31 December 2024, providing that the first testing period of such financial parameters will be 31 December

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2025. As the waiver was received after 31 December 2024, the Group has classified the entire loan amount

as a current financial liability.

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 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, cash on hand and cash

at banks 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.

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. The Group considers its credit risk with

respect to its cash on hand and cash at banks to be low considering that they are held with primary

financial institutions and the maximum exposure with any one counterparty is limited. Cash flow

forecasting is performed by the Group on a recurring basis. The Group monitors a rolling forecast of its

liquidity requirements to ensure an adequate cash balance to meet operational needs and maintain

adequate headroom.

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

on hand and cash at banks 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.

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Credit risk continued

The ageing analysis of trade receivables is shown in the following table:

	Not	Overdue by less	Overdue by	Overdue by more
€’000	overdue	than 1 month	1–2 months	than 2 months	Total
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
Gross trade receivables as at 31 December 2024	5,091	2,211	1,065	5,293	13,660
Allowance for doubtful receivables	–	–	–	(2,490)	(2,490)
Trade receivables as at 31 December 2024	5,091	2,211	1,065	2,803	11,170

The increase of trade receivables overdue but not impaired by more than two months amounting to €0.3 million is mainly related to the increase of the business with OEM customers with higher Days Sales Outstanding

(DSO) compared to the retail market. The above trend had an impact on the assessment of ECL, that resulted in an increase of bad debt provision of €1.4 million compared to FY2023 balance.

Foreign exchange risk

The Group is not significantly exposed to foreign exchange risk as its operations are primarily conducted in its functional currency. The majority of revenues and expenses are denominated in the same currency, and the

Group does not engage in significant transactions in foreign currencies. As a result, fluctuations in exchange rates are not expected to have a material impact on the Group’s financial performance or cash flows. 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.

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 details of how events since the 31 December 2024 have impacted our liquidity risk, please refer to Note 25. ‘Post-Balance Sheets Events’.

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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED

Liquidity risk continued

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. In FY2024, the above-mentioned financing injection has been strengthened with

two new loans for a total amount of €10 million from Atempo Growth, building on the initial €5 million loan facility agreement secured in October FY2023. Terms of such loans are disclosed in Note 19 – Current and Non-Current Financial

Liabilities. Following such operations and the cash burn recorded during the year, as of 31 December 2024, the borrowing position is €20.2 million compared to €21.3 million as of 31 December 2023.

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 2024 and 2023:

	As at
	31 December
	2024	2–5
€’000	within 1 year	years	Over 5 years	Contract value	Carrying amount
Financial liabilities	11,521	12,966	–	24,487	20,427
Lease liabilities	1,277	2,236	191	3,704	3,337
Trade and other payables	8,803	–	–	8,803	8,803

			Restated
	As at
	31 December
	2023	2–5
€’000	within 1 year	years	Over 5 years	Contract value	Carrying amount
Financial liabilities*	10,040	11,504	–	21,544	18,891
Lease liabilities	1,426	2,753	735	4,914	4,360
Trade and other payables*	11,800	–	–	11,800	11,800

* Financial lialibities and Trade and other payables line items has been restated. Please refer to Note 5 - Material accounting policies - Prior year restatements - b) Post combination remuneration - settled in cash.

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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED

Interest rate risk

As at 31 December 2024, 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 €15 million.

An increase of Euribor of 1% has a negative impact on the profit and loss of the Group of roughly €0.2 million,

not significant for Group purposes. As at 31 December 2023, an increase of Euribor of 1% has an impact on the

profit and loss of the Group of roughly €0.1 million, not significant for Group purposes.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

■ Trade and other receivables;

■ 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 2024 and 2023:

€’000	2024	2023
Financial assets at amortised cost
Non-current assets – security deposit	242	234
Trade receivables	11,170	11,385
Other receivables	303	160
Cash on hand and cash at banks	3,362	3,509
Total	15,077	15,288

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 2024 and

2023:

		Restated
€’000	2024	2023
Financial liabilities
Trade and other payables	8,803	11,800
Current financial liabilities	9,599	8,897
Current lease liabilities	1,141	1,170
Non-current financial liabilities	10,828	9,994
Non-current lease liabilities	2,196	3,190
Total	32,567	35,051

Current financial liabilities include contingent consideration for an amount of €0.3 million in FY2024 (€6.5

million in FY2023) 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. The carrying value of trade

payables, other payables and accruals 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.

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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 €0.3 million in FY2024

(€6.5 million in FY2023). 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 judgement. 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

recognised in profit and loss. The fair value remeasurement for contingent consideration for FY2024 was €0.9

million recognised within Other gains/(losses) line item (refer to Note 11 for further details) in Consolidated

Statement of Profit and Loss and Other Comprehensive Income and within Other gains/(losses) line item

(included within adjustments for non-cash items) in the Operating activities of the Consolidated Statement

of Cash Flows (€ negative 0.1 million in FY2023).

9. REVENUE

Group revenue for the year ended 31 December 2024 amounted to €40.3 million, up 5% year-on-year (€38.5

million as at 31 December 2023).

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.

			For the year ended 31 December 2024
	SaaS	Digital	Other
€’000	platform	marketing	revenues	Total
Revenues by country*
Italy	18,056	7,443	848	26,347
Spain	3,036	339	304	3,679
France	5,315	-	324	5,639
Germany	2,228	-	2	2,230
Benelux	1,519	912	7	2,438
Total	30,154	8,694	1,485	40,333

			Restated For the year ended 31 December 2023
	SaaS	Digital	Other
€’000	platform	marketing	revenues	Total
Revenues by country*
Italy	15,855	6,975	2,339	25,169
Spain	2,844	572	257	3,673
France	4,242	-	304	4,546
Germany	2,624	-	-	2,624
Benelux	2,510	-	-	2,510
Total	28,075	7,547	2,900	38,522

Revenues related to SaaS platform contracts amounts to €30.1 million as at 31 December 2024, compared

with €28.1 million as at 31 December 2023. Such revenues are mainly related of the following three products:

■ WebSparK, the web module with high technical and design standards and more than 140 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.

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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SaaS platform revenues are recognised on the basis of a single performance obligations satisfied over time.

Digital marketing revenues amounting to €8.7 million as at 31 December 2024, compared with €7.5 million

as at 31 December 2023, are related to services for the dealer in order to acquire enhanced online traffic.

Other revenues amounting to €1.5 million as at 31 December 2024, compared with €2.9 million as at

31 December 2023, mainly include €0.6 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	2024	2023
Cost for customers’ media services	8,144	7,515
Personnel costs	26,690	34,201
R&D capitalisation	(8,278)	(9,342)
Other operating costs	14,290	16,111
Provision for bad debts	1,359	236
Amortisation and depreciation	9,990	8,741
Total costs	52,195	57,462

Personnel costs, excluding Directors’ remuneration, are shown in the following table:

€’000	2024	2023
Wages and salaries	19,729	22,951
Social security costs	6,030	7,105
Employee benefit pension cost	469	603
Severance indemnity	1,374	292
Earn-out payments costs	(1,550)	2,048
Stock option plan cost	638	1,202
Total	26,690	34,201

Wages and salaries decreased as a result of a reduction in the average number of employees during the

year, leading to lower overall personnel costs, primarily due to management decision not to replace leavers in

order to leverage synergies and improve operational efficiency. The average number of employees (directly

employed by the subsidiaries of the Group) for the FY2024 is 401 (451 in FY2023). The average number of

employees categorised by department are shown in the following table:

€’000	2024	2023
CEO Office	2	3
Finance	20	23
HR	13	16
Office Management	5	4
Operations	134	162
Sales	86	95
Product & Marketing	44	50
Technology	97	98
Total	401	451

Wages and salaries include the Directors’ emoluments paid in 2024 (full details are given in the Directors’

Remuneration Report on pages XX–XX). The emolument of the highest paid Director was €0.3 million (€0.6

million in FY 2023). Directors’ compensations are shown in the following table:

€’000	2024	2023
Salary and fees	535	614
Taxable benefits	3	4
Pension-related benefits	88	87
Annual bonus	-	75
Stock Options Granted	-	296
Total	626	1,076

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

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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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 on page XX).

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

€3.7 million (€5.5 million for the year ended 31 December 2023);

■ software costs for €3.3 million (€3.7 million for the year ended 31 December 2023);

■ server costs for €2 million (€1.8 million for the year ended 31 December 2023);

■ travel costs for €0.8 million (€1 million for the year ended 31 December 2023);

■ events for €0.3 million (€0.3 million for the year ended 31 December 2023);

■ insurance costs for €0.3 million (€0.3 million for the year ended 31 December 2023);

■ exceptional costs for €0.9 million (€0.8 million for the year ended 31 December 2023); and

■ other costs not included in the above categories for €4.3 million (€2.7 million for the year ended

31 December 2023).

Exceptional costs are related to costs incurred for 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 fees of the Group’s auditor for services provided are analysed below:

€’000	2024	2023
Audit of the Group’s financial statements	241	230

Amortisation and depreciation expenses includes:

■ amortisation of intangible assets of approximately €8.5 million for the year ended 31 December 2024

(€7.3 million for the year ended 31 December 2023) mainly related to development costs capitalised; and

■ depreciation of tangible assets for approximately €1.5 million for the year ended 31 December 2024

(€1.4 million for the year ended 31 December 2023)

11. FINANCE INCOME AND EXPENSE

Finance income and expense are shown in the following tables:

€’000	2024	2023
Other financial income	110	-
Interest received on bank deposits	85	30
Gain on foreign exchange	27	27
Total finance income	222	57

€’000	2024	2023
Remeasurement of financial liabilities at FVTPL	890	(330)
Total other gains/(losses)	890	(330)

Other gains/(losses) includes the remeasurement of the contingent consideration at FVTPL for €0.9 million

consequently the fact that the target for the payments of the considerations was not achieved.

€’000	2024	2023
Bank loans	551	454
Loss on foreign exchange	90	48
Other loans	1,322	151
Net interest expense on defined benefit pension scheme	69	71
Other finance expense	281	43
Total finance expense	2,313	767

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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Bank loans include the interest paid during the year for the loans in place. The decrease compared with

the previous period is due to the reduction in the Illimity principal, on which interest is calculated after the

scheduled repayments, and to the fall in the Euribor used as a basis for the financial loan in place with Illimity

Bank.

Other loans mainly include the interest paid on the loan with Atempo Growth for €1.2 million (€0.1 million in

FY2023). The increase relates to the additional tranches in FY2024 added to the original loan.

Other finance expense includes mainly the interests related to the application of IFRS 16.

12. CORPORATE INCOME TAX

Corporate income taxes are shown in the following table:

€’000	2024	2023
Current tax on profits for the period	–	–
R&D tax grants	658	547
Foreign subsidiaries’ income taxes	(912)	(487)
Movements in tax provisions	–	2,023
Total current tax	(254)	2,083
Origination and reversal of temporary differences	259	232
Total deferred tax	259	232
Corporate income tax	5	2,315

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.

FY2023 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 €17

million and in Italy for an amount of approximately €58 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 €20 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:

		Restated
€’000	2024	2023
Profit/(loss) before tax (discontinued and continuing operations)	(13,063)	(19,980)
Tax using the Company’s domestic tax rate of 25.0% (25.0% in 2023)	(3,266)	(4,995)
R&D expenditure credit	(658)	(547)
Foreign subsidiaries income taxes	912	487
Movements in tax provisions¹	-	893
Unrecognised deferred tax assets	6,454	2,478
Utilised tax losses carried forward	(101)	(745)
Other permanent differences 2	(2,960)	350
Other movements	(386)	(236)
Total tax (credit)	(5)	(2,315)

1 In FY2023, it was 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 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 2024 and 2023 are provided in the following table:

			Development
	Customer		costs and
€’000	relationships	Trademark	software	Goodwill	Total
Cost
As at 1 January 2023	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	7,6 81
As at 31 December 2023	7,057	1,462	37,490	23,772	69,781
Additions – internally generated	–	–	8,278	–	8,278
Additions	–	–	105	–	105
As at 31 December 2024	7,057	1,462	45,873	23,772	78,164
Accumulated amortisation and impairment
As at 1 January 2023	942	166	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
Charge for the year	702	237	7,586	–	8,525
As at 31 December 2024	2,275	561	28,993	–	31,829
Net book value
As at 1 January 2023	4,955	948	12,689	18,165	36,757
As at 31 December 2023	5,484	1,138	16,083	23,772	46,477
As at 31 December 2024	4,782	901	16,880	23,772	46,335

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Customer relationship

The customer relationship amounts to €4.8 million as at 31 December 2024 (€5.5 million as at 31 December

2023). The decrease is related to the amortisation of the year for €0.7 million. 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 €0.9 million as at 31 December 2024 (€1.1 million as at 31 December 2023) 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. The decrease is related to the amortisation of the year for €0.2 million.

Development costs

Development costs amounting to €16.9 million as at 31 December 2024 (€16.1 million as at 31 December

2023) 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 2025–

2027. The results of the impairment test did not reveal any impairment loss.

Goodwill

Goodwill booked in the Consolidated Financial Statements as at 31 December 2024 amounts to €23.8

million (€23.8 million as at 31 December 2023).

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 2024, goodwill was subjected to an impairment test taking into account past economic

and financial performance and future expectations inferable from the Business Plan 2025–2027. Beyond

that period, operating cash flows are assumed to grow at 2% annually. The risk adjusted pre-tax rate

(WACC) used to discount the CGU cash flow forecasts is 12.1%. 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 2024 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 22.2%. 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 21.7%. A reduction of 0.2% of long-term growth rate results in a decrease of

headroom of €1.8 million with no effect on the results of impairment test

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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14. PROPERTY, PLANT AND EQUIPMENT

	Leasehold land	Fixtures	Motor	Computer	Right-of-use
€’000	and buildings	and fittings	vehicles	equipment	assets	Total
Cost
As at 1 January 2023	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
Additions	–	15	–	12	278	305
Disposals	–	–	–	–	(96)	(96)
As at 31 December 2024	409	224	34	727	8,737	10,131
Accumulated depreciation
As at 1 January 2023	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
Charge for the year	10	23	12	109	1,311	1,465
Depreciation on disposals	–	–	–	–	(78)	(78)
As at 31 December 2024	353	131	30	523	5,715	6,752
Net book value
As at 1 January 2023	82	105	21	315	4,477	5,000
As at 31 December 2023	66	101	16	301	4,073	4,557
As at 31 December 2024	56	93	4	204	3,022	3,379

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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Right-of-use assets amounting to €3 million as at 31 December 2024 (€4.1 million as at 31 December 2023)

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 €1 million is due to the following offsetting reasons:

€0.3 million is mainly related to new car leases net of €1.3 million of depreciation booked during the year.

Right-of-use by underlying asset mainly refers to (i) automobiles for €0.6 million as of 31 December 2024

(€0.9 million as of 31 December 2023) and to (ii) office rental for €2.4 million as of 31 December 2024 (€3.2

million as of 31 December 2023). Total depreciation of the year amount to €1.3 million (FY2023 €1.3 million)

of which €0.8 million (FY2023 €0.8 million) related to office rental and €0.5 million (FY2023 €0.5 million)

related to automobiles. In 2024, the expense relating to low-value assets leases (mainly laptops) and short-

term lease amounted to €0.2 million (€0.1 million in FY2023).

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 FY2024, the business growth and the future positive

expectation 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 2024 (€0.2 million as at

31 December 2023) and includes deposits made by the Group mainly for the rental of the offices of the

subsidiaries.

16. TRADE AND OTHER RECEIVABLES

Contract assets and trade and other receivables are shown in the following table:

		restated
€’000	2024	2023*
Trade receivables	11,170	11,385
Prepayments	995	1,103
Other receivables	303	160
Tax receivables	1,505	757
Total trade and other receivables	13,973	13,405

* Non-current contract assets and Contract assets – current portion line items have been removed from the table above. Please refer to Note 5 -

Material accounting policies - Prior year restatements - a) Revenue recognition – Change in revenue recognition under IFRS 15

Trade and other receivables

Trade receivables as at 31 December 2024 amounted to €11.2 million compared to €11.4 million as at

31 December 2023.

As at 31 December 2024, trade receivables of €6.1 million (€4.9 million as at 31 December 2023) were

overdue but not impaired (of which €3.3 million by less than two months and €2.8 million by more than two

months as reported in Note 8). Such not impaired receivables are related to the customers with no default

history. The increase of overdue receivables not impaired amount to €1.1 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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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16. TRADE AND OTHER RECEIVABLES CONTINUED

Movements in the impairment allowance for trade receivables are as follows:

€’000	2024	2023
As at 1 January	1,131	533
Increase during the year	1,359	236
Increase related to business combinations	-	362
As at 31 December	2,490	1,131

Prepayments include mainly invoices for software and hosting received in FY 2024 related to costs of

FY2025.

Tax receivables include mainly the R&D tax grants recognised by Italian tax authorities in relation to R&D

expenses for €0.7 million (€0.5 million as at 31 December 2023).

17. CASH ON HAND AND CASH AT BANKS

The caption Cash on hand and cash at banks amounting to €3.4 million (€3.5 million as at 31 December

2023) is related to cash available in bank accounts of the Group subsidiaries. The amount includes €0.2

million of cash deposited onto prepaid cards used by employees as petty cash as at 31 December 2024 (€0.1

million as at 31 December 2023).

For details of changes during the analysed periods, please refer to the Consolidated Statement of Cash Flow.

Cash on hand and cash at banks are deposited with top-rated banks.

18. TRADE AND OTHER PAYABLES AND TAX PAYABLE

Trade and other payables include:

		Restated
€’000	2024	2023
Trade payables	1,675	2,250
Accruals	1,660	1,437
Total trade payables	3,335	3,687
Other payables including tax and social security payments (including
bonus accruals)	7,958	10,966
Total current trade and other payables	11,293	14,653

Trade payables amount to €1.7 million as at 31 December 2024, compared with €2.2 million as at

31 December 2023.

Accruals include invoices to be received for service rendered in 2024. The amount is in line with the balance as

at 31 December 2023.

Other payables amounting to €7.9 million as at 31 December 2024 (€11 million as at 31 December 2023) includes:

■ contract liabilities for €2.5 million (€2.8 million as at 31 December 2023). Changes during FY2024 are the

following: increase for €2.5 million and release to profit and loss for €2.9 million. Changes during FY2023

are the following: increase for €2.9 million and release to profit and loss for €1.5 million;

■ liabilities towards employees for bonuses to be paid in 2024 for €0.2 million (€1 million as at 31 December

2023);

■ emoluments to be paid to the Directors for €0.1 million (€0.1 million as at 31 December 2023);

■ post-combination services under IAS 19 for €0.1 million (€1.8 million as at 31 December 2023);

■ other liabilities towards employees and related social security charges of approximately €4.7 million (€4.9

million as at 31 December 2023). Decrease of the year is mainly related to the reduction of average of

FTE within the Group; and

■ other minor liabilities for €0.4 million (€0.4 million as at 31 December 2023).

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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18. TRADE AND OTHER PAYABLES AND TAX PAYABLE CONTINUED

€’000	2024	2023
Corporate tax liabilities	873	37
VAT liabilities	2,919	2,536
Total tax payable	3,792	2,573

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 FY2024 that will be paid in FY2025.

19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Current and non-current financial liabilities include:

		Restated
€’000	2024	2023
Bank loan	5,824	1,860
Loan with other financial institutions	3,266	341
Other financial liabilities	507	6,696
Total current financial liabilities	9,599	8,897
Current lease liabilities	1,141	1,170
Bank loan	257	5,707
Loan with other financial institutions	10,571	4,287
Total non-current financial liabilities	10,828	9,994
Non-current lease liabilities	2,196	3,190

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 2024 and 2023:

		2024		2023
€’000	Current	Non-current	Current	Non-current
Illimity Bank	5,419	-	1,813	5,405
Atempo Growth	3,266	10,571	341	4,287
Viceversa	363	-	-	-
Sace	43	257	–	300
Belfius	-	-	29	–
ING Direct	-	-	18	–
CIC Sud Ouest	-	-	–	2
Total	9,092	10,828	2,201	9,994

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED

Bank loan and Loan with other financial institutions continued

Main changes of the year are reported below:

■ Additional financial loans with Atempo Growth for a total amount of €9.3 million (net of costs incurred)

in March 2024 and in November 2024 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 €5.4 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 2024, MotorK has

obtained from Illimity Banks the waiver of testing the financial covenants in place as at 31 December 2024.

The first testing date will be then 31 December 2025. As the waiver was received after 31 December 2024,

the Group has classified the entire loan amount as a current financial liability.

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 Viceversa for €0.4 million was entered into in February 2024 to sustain the working

capital fluctuations of the Group with a 5% interest rate. No financial covenants in place.

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

related to minor financing in place in the Company acquired during the year 2022 were closed during the first

half of FY2024.

Other financial liabilities

Other current financial liabilities include the remaining portion of the earn-out to be paid in FY2025 for the

acquisition of FusionIT NV for €0.3 million (€6.5 million as of 31 December 2023) and the amount of credit

cards repaid in the first month of FY2025 for €0.1 million (€0.2 million as of 31 December 2023).

The changes in financial liabilities, excluding lease liabilities, are shown below:

€’000	Total
Financial liabilities at 1 January 2023	11,819
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**	3,089
Financial liabilities at 31 December 2023	18,891
Repayment of existing loans	(1,862)
New loan with other financial institutions	9,688
Change in other financial liabilities***	(5,083)
Cash changes	2,743
Other non-cash movements****	(1,207)
Financial liabilities at 31 December 2024	20,427

* 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.

net of €0.1 million of other non material non cash movements.

*** It includes the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l.

**** It includes the remeasurement of the deferred consideration under IFRS 3 at FVTPL for €0.9 million due to targets not achieved andand €0.3 million

of other non material non cash movements .

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

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 2024, the expense relating

to low-value assets leases (mainly laptops) and short-term lease amounted to €0.2 million (€0.1 million in

2023).

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.

The following table provides details of lease liabilities:

	Land and	Motor
€’000	buildings	vehicles	Total
Lease liabilities
As at 1 January 2023	4,028	473	4,637
Cash items:
Lease payments	(864)	(308)	(1,071)
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
Cash items:
Lease payments	(941)	(545)	(1,486)
Non-cash items:
New leases in the year	-	291	645
Reduction for disposal of lease	(20)	–	(20)
Interest expense	150	42	192
As at 31 December 2024	2,692	645	3,337

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19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED

Other financial liabilities continued

The following table provides details of the Group’s lease liabilities:

	As at 31 December
€’000	2024	2023
Repayables as follows:
Under or equal to 1 year	1,141	1,170
> 1–5 years	2,009	2,502
Greater than 5 years	187	688
Total	3,337	4,360

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.

The Italian legislation regarding this scheme was amended by Law 296 of 27 December 2006 and

subsequent decrees and regulations issued in the first part of 2007. Under these amendments, companies

with at least 50 employees are obliged to transfer the employee benefit liabilities to the “Treasury fund”

managed by the Italian state-owned social security body (INPS) or to supplementary pension funds. Prior

to the amendments, accruing employee benefits liabilities for employees of all Italian companies could

be managed by the Company itself. Consequently, the Italian companies’ obligation to INPS and the

contributions to supplementary pension funds take the form, under IAS 19 revised, of “Defined contribution

plans” whereas the amounts recorded in the provision for employee severance pay retain the nature of

“Defined benefit plans”. Accordingly, the provision for employee severance indemnity in Italy consists of the

residual obligation for employee benefits liabilities until December 31, 2006. This is an unfunded defined

benefit plan as the benefits have already been almost entirely earned, with the sole exception of future

revaluations. Since 2007, the scheme has been classified as a defined contribution plan, and the Group

recognises the associated cost, being the required contributions to the pension funds, over the period in

which the employee renders service. Employee benefit plan costs slightly decreased by €0.1 million as at

31 December 2024 compared with 31 December 2023. According to IAS 19, the liability was determined

by an actuarial calculation. The effect of the actuarial profit, amounting to €0.01 million for the year ended

31 December 2024 (loss of €0.01 million for the year ended 31 December 2023), has been recognised in OCI.

The expected future benefit payments for the defined benefit plan as at 31 December 2024 are as follows:

Maturity profile of Defined Benefit Obligation	€’000
Years
Expected benefit payments during the fiscal year ending 31 December 2025	188
Expected benefit payments during the fiscal year ending 31 December 2026	113
Expected benefit payments during the fiscal year ending 31 December 2027	129
Expected benefit payments during the fiscal year ending 31 December 2028	147
Expected benefit payments during the fiscal year ending 31 December 2029	225
Expected benefit payments during the fiscal year ending 31 December 2030 through 31 December 2034	1,508

The amounts recognised in the Statement of Financial Position are as follows:

€’000	2024	2023
Present value of obligation	(2,310)	(2,309)
Fair value of scheme assets	–	–
Employee benefit liability	(2,310)	(2,309)

The amounts included within the Statement of Comprehensive Income are as follows:

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20. EMPLOYEE BENEFITS LIABILITIES CONTINUED

€’000	2024	2023
Current service costs	469	603
Amount included in personnel costs	469	603
Interest on pension liabilities	69	71
Amount included in finance cost	69	71

Maturity profile of Defined Benefit Obligation continued

Analysis of the amount recognised in Statement of Total Comprehensive Income:

€’000	2024	2023
Experience (loss)/gain on liabilities	92	(49)
Net (loss)/gain	92	(49)

Changes in the present value of the employee benefit obligation are as follows:

€’000	2024	2023
Opening employee benefit obligation	2,309	1,895
Service cost – continuing operations	469	603
Interest cost	69	71
Actuarial gain/(loss)	(92)	49
Benefit paid	(326)	(402)
Other movements	(119)	93
Closing employee benefit obligation	2,310	2,309

Expected payments for the year ended 31 December 2025 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.

The defined benefit plan are exposed to a numerous risks, including:

■ Investment risks: movement of discount rate used (high quality corporate bonds denominated in the

same currency as the post-employment benefit obligations) against the return from plan assets;

■ Interest rate risk: decrease/increase in the discount rate used (high quality corporate bonds) will

decrease/increase the defined benifit obligation;

■ Longevity risk: changes in the estimation of mortality rates of current and former employees;

■ Salary risk: increases in future salaries increase the gross defined benifit obligation.

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.

The average duration of the employee benefit obligation is approximately six years as at 31 December 2024

(six years as at 31 December 2023).

Principal assumptions at the Statement of Financial Position date (expressed as weighted averages) are

as follows:

	2024	2023
Discount rate	3.40%	3.20%
Rate of retail price inflation	2.00%	2.25%
Rate of increase in salaries	3.00%	3.25%

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The amount for the current and previous periods are as follows:

€’000	2024	2023
Employee benefits obligation	(2,310)	(2,309)
Scheme assets	–	–
(Deficit)	(2,310)	(2,309)
Experience adjustments on scheme liabilities	92	(49)

20. EMPLOYEE BENEFITS LIABILITIES CONTINUED

Maturity profile of Defined Benefit Obligation continued

Sensitivity analysis of the value of employee benefits liabilities is shown below:

€’000	2024	2023
Base case	2,310	2,305
Discount rate +0.5%	153	163
Discount rate -0.5%	(137)	(145)

€’000	2024	2023
Base case	2,310	2,305
Salary rate +0.5%	49	39
Salary rate -0.5%	(37)	(38)

€’000	2024	2023
Base case	2,310	2,305
Price inflation +0.5%	65	56
Price inflation -0.5%	(57)	(60)

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	2024	2023
As at 1 January	1,791	1,471
Business combination	-	554
Recognised in profit and loss	(258)	(234)
As at 31 December	1,533	1,791

Details of deferred tax liabilities are shown below:

€’000	2024	2023
Other	344	426
Customer relationship	1,189	1,365
Total	1,533	1,791

22. PROVISIONS

Other non-current liabilities and provisions include:

€’000	2024	2023
Current provisions	121	120
Non-current provisions	-	57
Total	121	177

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22. PROVISIONS CONTINUED

Provisions classified within liabilities amounts to €0.1 million (€0.2 million as at 31 December 2023) 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.

€’000	2024	2023
Current provisions as at 1 January	120	153
Release of the period	(85)	(262)
Business combination	-	89
Provision for the period	29	115
Reclassification from non-current provision	57	25
Current provisions as at 31 December	121	120

€’000	2024	2023
Non-current provisions as at 1 January	57	142
Reclassification to current provision	(57)	(25)
Provision/(release) for the period	-	(60)
Non-current provisions as at 31 December	-	57

23. SHAREHOLDERS’ EQUITY

Share capital

The share capital is composed as follows:

		2024			2023
			Value per			Value per
	Value		share	Value		share
	(€’000)	Number	(€)	(€’000)	Number	(€)
Ordinary shares	459	45,851,891	0.01	407	40,702,185	0.01
Total	459	45,851,891	0.01	407	40,702,185	0.01

During the financial year 2024, share capital changed due to the following items:

■ issue of 4,513,388 shares related to the reserved capital increase of both €12.3 million in February 2024

and €1.7 million in April 2024 (of which €45 thousand as share capital and €14 million as share premium)

to further bolster the Group’s external growth strategy. The main participants in this strategic round

included 83 North, Lucerne, PROCAR Automobile, and Anfield Ltd;

■ issue of 504,234 shares related to the exercise of stock-option assigned to the employees resulting in €1.6

million of which €5 thousand as share capital and €1.6 million as share premium;

■ issue of 92,308 shares related to the earn-out assigned to the former shareholders of Fidcar resulting in

€0.6 million of which €1 thousand as share capital and €0.6 million as share premium; and

■ issue of 39,776 shares related to the earn-out assigned to the former shareholders of FusionIT resulting in

€0.2 million of which €0.4 thousand as share capital and €0.2 million as share premium.

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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.

Share-based payments

The Group operates an equity-settled share-based remuneration scheme for employees, which comprises

the Group Employee Share Option Plan.

In May 2024, 923,840 options (1,044,646 in 2023) 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 grant provide with an exercise price of €5.94

and €5.70 for the November 2024’s one with a life of ten years. The performance conditions of the above

mentioned grant were not met so the full amount of n. 923,840 options lapsed.

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 ten years. More information

related to the share option plans mentioned above are reported in the Remuneration Committee Report of

this Annual Report.

23. SHAREHOLDERS’ EQUITY CONTINUED

Original Share Option Plan

	2024		2023
	Weighted		Weighted
	average		average
	exercise		exercise
	price		price
	(€ cents)	Number	(€ cents)	Number
Outstanding at 1 January	34	2,418,945	34	3,224,385
Subdivision of shares
Lapsed during the year 1	34	(3,839)	34	(197,953)
Exercised during the year	34	(467,476)	34	(607,487)
Outstanding at 31 December	34	1,947,630	34	2,418,945
Of which Vested		1,882,962		2,173,462
Unvested		64,668		285,201

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 .

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23. SHAREHOLDERS’ EQUITY CONTINUED

Omnibus LTIP

a) Grant related to FY2022

	2024			2023
	Weighted
	average		Weighted
	exercise		average
	price		exercise price
	(€)	Number	(€)	Number
Outstanding at 1 January			1.645/1.895	1,013,018
Subdivision of shares
Lapsed during the year 1	1.645/1.895	(107,749)	1.645/1.895	(350,000)
Exercised during the year	1.645/1.895	(27,460)	–	–
Outstanding at 31 December	1.645/1.895	527,809	1.645/1.895	663,018
Of which Vested		305,137		190,673
Unvested		222,672		472,345

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 continued

b) Grant related to January 2023

	2024		2023
	Weighted		Weighted
	average		average
	exercise		exercise
	price		price
	(€)	Number	(€)	Number
Outstanding at 1 January	1.21	261,613	–	–
Subdivision of shares
Granted during the year	–	–	1.21	261,613
Lapsed during the year 1	1.21	(13,333)	–	–
Exercised during the year	1.21	(6,667)	–	–
Outstanding at 31 December	1.21	241,613	1.21	261,613
Of which Vested		161,076		87,204
Unvested		80,537		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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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c) Grant related to June 2023

	2024		2023
	Weighted		Weighted
	average		average
	exercise		exercise
	price		price
	(€)	Number	(€)	Number
Outstanding at 1 January	2.37	450,700	–	–
Subdivision of shares
Granted during the year	–	–	2.37	653,333
Lapsed during the year 1	2.37	(99,331)	–	–
Exercised during the year	2.37	(2,631)	–	–
Outstanding at 31 December	2.37	348,738	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.

23. SHAREHOLDERS’ EQUITY CONTINUED

Omnibus LTIP continued

d) Grant related to 9 November 2023

	2024		2023
	Weighted		Weighted
	average		average
	exercise		exercise
	price		price
	(€)	Number	(€)	Number
Outstanding at 1 January	2.73	18,750	–	–
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	2.73	18,750
Of which Vested		4,688		–
Unvested		14,062		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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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23. SHAREHOLDERS’ EQUITY CONTINUED

Omnibus LTIP continued

e) Grant related to 22 November 2023

	2024		2023
	Weighted		Weighted
	average		average
	exercise		exercise
	price		price
	(€)	Number	(€)	Number
Outstanding at 1 January	2.79	78,525	–	–
Subdivision of shares
Granted during the year	–	–	2.79	104,700
Lapsed during the year 1	2.79	(56,050)	2.79	(26,175)
Outstanding at 31 December	2.79	22,475	2.79	78,525
Of which Vested		6,870		–
Unvested		15,605		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.

f) Grant related to 23 May 2024

	2024		2023
	Weighted		Weighted
	average		average
	exercise price		exercise price
	(€)	Number	(€)	Number
Outstanding at 1 January	-	-	-	–
Subdivision of shares
Granted during the year	5.94	923,840	–	–
Lapsed during the year 1	5.94	(923,840)	–	–
Outstanding at 31 December	-	-	-	-
Of which Vested		–		–
Unvested		–		–

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

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:

	2024	2023	2023	2023	2023		2022
	(Omnibus LTIP	(Omnibus LTIP	(Omnibus LTIP	(Omnibus LTIP	(Omnibus LTIP	2022	Original Share
	May 2024)	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	Black-Scholes
Weighted average share price at grant date (€)	1.7227	0.7655	1.1306	1.2680	1.2680	0.7650	4.7800
Exercise price (€)	5.94	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	10
Volatility	31.40%	31.20%	31.59%	31.40%	31.40%	31.20%	31.20%

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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	2024	2023
Equity-settled scheme	638	1,202

The decrease of Accumulated losses for €15.3 million compared to the previous year is related to the

following events:

■ €0.9 million related to the release of the accrual of the contingent consideration provisions to be

paid through issuance of shares not more due;

■ €0.6 million related to the issuance of shares for the contingent consideration assigned to the

former shareholders of Fidcar (reclassified into share capital and share premium);

■ €13 million related to the loss of the period;

■ €1.4 million related to the issuance of 504,234 shares linked to the exercise of stock option

assigned to the employees ; net of

■ €0.6 million related to the share-based remuneration expense.

The last outstanding shares will be issued before 31 December 2025.

24. 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
		Restated
	2024	2023
Loss for the period (in thousands)	(13,058)	(17,665)
Weighted average number of shares	44,892,098	40,082,754
Earnings per share	(0.29)	(0.44)

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 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.

25. POST BALANCE SHEET EVENTS

On 14 March 2025 and on 25 March 2025, the Group successfully executed a reserved capital increase

respectively of €4.8 million and €0.5 million. Major strategic investors, including 83 North, Lucerne Capital

Management and Zobito, participated in this round, reaffirming their commitment to the Group’s strategy

and long-term vision. This capital injection is aimed at strengthening the Group’s financial position,

supporting MotorK’s commitment to reach a Cash EBITDA positive position by the end of FY2025.

On 26 March 2025, the Group completed the sale of its remaining 20% stake in Auto XY SpA to GEDI Digital

Srl for a total consideration of €3.5 million.

This transaction marks the final step in the divestment of the DriveK business unit, initiated in December

2022. With its completion, MotorK has successfully finalised its strategic repositioning, further consolidating

its focus on the B2B market, and reinforcing its balance sheet. The proceeds will be allocated to support the

Group’s growth initiatives and drive further innovation in its SaaS solutions for the automotive retail industry.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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Following the negative Adjusted EBITDA reported for the year ended as at 31 December 2024, MotorK has

obtained from Illimity Banks the waiver of testing the financial covenants in place as at 31 December 2024.

The first testing date will be then 31 December 2025. As the waiver was received after 31 December 2024,

the Group has classified the entire loan amount as a current financial liability.

26. TRANSLATION OF FOREIGN COMPANIES’ FINANCIAL STATEMENTS

The exchange rates used to translate non-Euro-zone Company’s financial statements are as follows:

	2024	31 Dec 2024
	average	year-end
	exchange	exchange
	rate	rate
Israeli Shekel	4.0044	3.8120

	2023	31 Dec 2023
	average	year-end
	exchange	exchange
	rate	rate
Israeli Shekel	3.9875	3.9993

The effect of the translation of MotorK Israel Ltd reporting package amount to €19 thousand (€77 thousand in

FY2023) as reported in the Consolidated Statement of Profit and Loss and Other Comprehensive Income.

27. 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 XX–XX. 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. Directors’ compensations are shown in the

table on page XX under Note 10 - Group Operating loss.

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MOTORK PLC STATEMENT OF FINANCIAL POSITION

€’000 Note

As at

31 December

2024

Restated

as at

31 December

2023*

Investments 4 10 0,124 62,359

Non-current assets – security deposits 4 4

Financial assets 5 10,577 26,518

Non-current assets 110,705 88,881

Trade and other receivables 6 6,443 7,007

Financial assets 5 3,470 407

Cash at banks 7 387 420

Current assets 10,300 7,834

Total assets 121,005 96,715

Trade and other payables 8 3,026 3,246

Current financial liabilities 9 4,342 2,070

Current liabilities 7,368 5,316

Non-current financial liabilities 9 10,571 4,286

Non-current liabilities 7,368 5,316

Total liabilities 10,571 4,286

Share capital 10 459 407

Share premium 10 85,729 69,446

Merger reserve 10 3,627 3,627

Retained Earnings 10 13,251 13,633

Total equity 103,066 87,113

Total liabilities and equity 121,005 96,715

* The Statement of Financial Position as of 31 December 2023 is restated. Please refer to the Note 2 –

Accounting Policies – Prior year restatements.

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 €2 million (Restated 2023: profit of €3.5 million).

The notes on pages XX to XX form part of the Parent Financial Statements. The Parent Financial Statements

on pages XX to XX were approved and authorised for issue by the Board of Directors on 15 April 2025 and

were signed on 16 April 2025 on its behalf by:

Marco Marlia

Chief Executive Officer

16 April 2025

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MOTORK PLC STATEMENT OF CHANGES IN EQUITY

€’000

capital

premium

Merger

reserve

Restated

Retained

Earnings

Total

attributable to

equity holders

of parent

1 January 2023 403 68,754 3,627 3,631 76,415

Correction of error (net of tax) – – – 4,156 4,156

Restated total equity at the beginning of the financial year 403 68,754 3,627 7,787 80,571

Comprehensive income for the period

Income for period

– – – 3,500 3,500

Total comprehensive loss for the period – – – 3,500 3,500

Contributions by and distributions to owners

Issue of shares 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

(14) – – (2,292) (2,306)

Capital reduction – (4,000) – 4,000 –

Total contributions by and distributions to owners 4 692 – 2,346 3,042

31 December 2023 407 69,446 3,627 13,633 87,113

1 The line item “Income for period” for FY2023 is restated. Please refer to the Note 2 – Accounting Policies – Prior year restatements.

2 MotorK bought its own shares and cancelled them.

3 The Earn-out reserve column has been incorporated in the column Retained Earnings.

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€’000

capital

premium

Merger

reserve

Restated

Retained

Earnings

Total

attributable to

equity holders

of parent

Comprehensive income for the period

Income for period – – – 1,955 1,955

Total comprehensive income for the period – – – 1,955 1,955

Contributions by and distributions to owners

Issue of shares

52 16,283 – (600) 15,735

Share-based payment – – – 640 640

Share-based payment exercised – – – (1,420) (1,420)

Shares to be issued – – – (957) (957)

Total contributions by and distributions to owners 52 16,283 – (2,337) 13,998

31 December 2024 459 85,729 3,627 13,251 103,066

4 Please refer to Note 10 for further details.

Share capital represents the nominal value of share capital subscribed for. Share Premium represents amounts subscribed for share capital in excess of the nominal value, less related costs of share issues. During FY2023,

the Group completed a capital reduction, which resulted in a reduction of the share premium account. As part of this process, a portion of the share premium amounting to €4 million was transferred to the Retained

earnings in accordance with applicable legal requirements and accounting standards.

MOTORK PLC STATEMENT OF CHANGES IN EQUITY CONTINUED

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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 2024, the main shareholders of the Parent Company are 83 North, who directly holds

approximately 19% of the share capital, Lucerne, who holds approximately 18.6% of the share capital and

the original founders Marco Marlia (CEO of the Group), Marco De Michele, and Fabio Gurgone own roughly

11% 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.

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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 less cost of disposal 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 cash on hand and cash at banks.

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, 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 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

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2. ACCOUNTING POLICIES CONTINUED

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.

Prior year restatements

a) Post combination remuneration - settled in cash

In the context of a business combination, IFRS 3 refers to any continuing services provided after a business

combination, such as employee services or services provided by vendors and are not considered part of the

total consideration for the business combination but are treated as remuneration costs. This consideration

links to ongoing employment of the individuals and achieving of certain performance targets post the

business combination and settled in cash. The amount related to this consideration should have been

recognised as a liability under IAS 19 Employee Benefits and presented within Trade and other payable line

item instead of Financial liabilities line item as currently presented in the Statement of Financial Position.

The above adjustments have been corrected by restating each of the affected financial statement line items

for the prior periods as shown in the table on the next page without any impact on the profit of the period.

b) Equity-settled post combination remuneration – change in an accounting policy under IFRS 2

IFRS 2 requires that, regardless of the type of plan, the contingent consideration expense related to a

business combination should be recognised in the financial statements and spread over the vesting period

(the period during which the recipient must fulfil certain conditions, such as remaining employed by the

Company for a specified number of years). If this compensation is equity-settled (i.e., the employees will be

paid through issuance of shares), the cost of equity-settled transactions is determined by the fair value at

the date when the grant is made using an appropriate valuation model. That cost is recognised in employee

benefits expense, together with a corresponding increase in equity (Retained earnings), over the period in

which the service and, where applicable, the performance conditions are fulfilled (the vesting period). This is

consistent with the Company’s accounting policy to recognise any compensation expenses related to equity-

settled share-based payment issued by the Company within the Retained earnings line item. Therefore,

the amount related to this compensation in equity should have been combined into Retained earnings line

item instead of disclosed them separately within Earn-out reserve line item as currently presented in the

Statement of Financial Position.

The above change in the presentation of line item for the compensation expenses has been reflected through

a reclassification of the related amount from Earn-out reserve line item to Retained Earnings line item for the

prior periods as shown in the table on the next page without any impact on the profit of the period.

c) Equity-settled share-based payment - accounting by the Parent Company

IFRS 2 requires that, regardless of the type of plan, the compensation expense should be recognised in the

financial statements and spread over the vesting period (the period during which the recipient must fulfil

certain conditions, such as remaining employed by the Company for a specified number of years). If the

share-based payment is equity-settled (i.e. the employees of the subsidiary are granted options or shares in

the Parent Company), the subsidiary must recognise the expense related to the share-based payment based

on the fair value of the options or shares. The Parent Company must also recognise the transaction, typically

through an interCompany charge, and reflect the corresponding equity in its own financial statements.

The total impact of the prior year restatement mentioned above on the Retained Earning is €6.2 million, of

which €4.2 million related to the opening balance as at 1 January 2023 and €2 million related to the reduction

of FY2023 profit, therefore FY 2023 profit previously stated of €1.5 million has increased to €3.5 million.

NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED

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The below table summarises the impact of both prior year restatement mentioned above:

Statement of financial position (extract)

€’000

As at

31 December

2023

Post combination

remuneration -

settled in cash

restatement

Equity-

settled post

combination

remuneration

restatement

Equity-settled

share-based

payment

restatement

Restated

as at

31 December

2023

Trade and other

receivables

806 - - 6,201 7,0 07

Current assets 1,633 - - 6,201 7,834

Total assets 90,514 - - 6,201 96,715

Trade and other

payables

2,488 758 - - 3,246

Current financial

liabilities

2,828 (758) - - 2,070

Current liabilities 5,316 - - - 5,316

Total liabilities 9,602 - - - 9,602

Earn-out reserve 1,587 - (1,587) - -

Retained Earnings 5,845 - 1,587 6,201 13,633

Total equity 80,912 - - 6,201 87,113

Total liabilities

and equity

90,514 - - 6,201 6,201

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 investment 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 Discounted Cash Flow (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 investment

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 investment, including a sensitivity

analysis, are disclosed and further explained in Note 4.

NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED

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4. INVESTMENTS

€’000 2024 2023

Cost

At 1 January 62,359 58,483

Additions 37,765 3,876

At 31 December 100,124 62,359

Impairment provisions

At 1 January – –

Movement in year – –

At 31 December – –

Net book value 100,124 62,359

The value of the investments amounting to €100.1 million 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 a contribution in kind of €12.3

million following the capital injection dated 5 February 2024 on Motork Plc and the waiver of the financial

receivables towards MotorK Italia S.r.l. converted in contribution in kind for an amount of €25.5 million

with the aim of the recapitalisation of the owned Company. For further information, regarding the capital

injection, please refer to Note 10 – Shareholders equity.

As at 31 December 2024, 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 2025 – 2027. 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 2024 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 receivable receivables towards MotorK

Italia S.r.l.:

■ €14 million related to the shareholder loan stipulated in October 2023, March 2024 and November

2024 (mirroring the financial loan entered into with Atempo Growth in October 2023, March 2024 and

November 2024). 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

respectively from October 2024, March 2025 and November 2025. The current portion classified as

current financial assets amounts to €3.5 million.

6. TRADE AND OTHER RECEIVABLE

€’000 2024

Restated

2023

Amounts owed from Group undertakings 6,099 6,666

Prepayments 134 238

Other receivables 210 103

Total trade and other receivables 6,443 7,0 07

Amounts owed from Group undertakings amounting to €6.1 million (€6.7 million as at 31 December 2023)

are mainly related to the recharge of stock options accrual to the subsidiaries and are in line with the

previous period. For further details, please refer to Note 12 on Related Parties Transactions.

7. CASH AT BANKS

The caption cash at banks amounting to €0.4 million (2022: €0.4 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

Restated

2023

Trade payables 106 312

Amounts owed to Group undertakings 2,607 1,919

Other payables 282 899

Accruals 31 116

Total current liabilities 3,026 3,246

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 2024

Restated

2023

Loan with other financial institutions 4,342 341

Other financial liabilities - 1,729

Total current financial liabilities 4,342 2,070

€’000

Non-current 2024 2023

Loan with other financial institutions 10,571 4,286

Total non-current financial liabilities 10,571 4,286

€’000 2024 2023

Non-current financial liabilities are repayable as follows:

> 1 year or 2 years 9,407 3,071

2 to 5 years 1,164 1,215

Total non-current financial liabilities 10,571 4,286

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. During 2024, MotorK Plc has obtained new loans with Atempo Growth for a total

amount of €9.3 million (net of costs incurred) in March 2024 and in November 2024 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.

NOTES FORMING PART OF THE MOTORK PLC FINANCIAL STATEMENTS CONTINUED

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9. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED

Other financial liabilities (classified within current financial liabilities) are nil as at 31 December 2024 (€1.7

million as at 31 December 2023). The decrease of the period for €1.7 million is attributable to the re-

measurement in profit and loss of the deferred consideration under IFRS 3 classified as financial liabilities at

FVTPL due to targets not achieved for €1.7 million.

10. SHAREHOLDERS EQUITY

Share capital

The share capital is composed as follows:

2023 2023

Value

(€’000) Number

Value per

(€)

Value

(€’000) Number

Value per

(€)

Ordinary shares 459 45,851,891 0.01 407 40,702,185 0.01

Total 459 45,851,891 0.01 407 40,702,185 0.01

During the financial year 2024 share capital changed due to the following items: