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1.\u2002GENERAL INFORMATION
MotorK Plc (the Company or the Parent Company) is a Company incorporated in the UK, with the Company
Registration number 09259000. 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 2025, the main shareholders of the Parent Company are 83 North, who directly holds
approximately 21% of the share capital, Lucerne, who holds approximately 25% of the share capital and the original
founders Marco Marlia (President 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 2025, 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 UK-adopted IFRS Accounting Standards requires
the use of certain critical accounting estimates. It also requires Group management to exercise judgement in
applying the Group\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-2": { "value": "MotorK Plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-285": { "value": "MotorK Plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-5": { "value": "UK", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-3": { "value": "5th Floor, One New Change, London, England, EC4M 9AF", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-4": { "value": "The Company and its subsidiaries (the Group or MotorK Group) is a leading SaaS provider for the automotive retail industry in the EMEA region. ", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-290": { "value": "
2.\u2002BASIS OF PREPARATION
The financial statements have been prepared in accordance with UK-adopted international accounting
standards comprising 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 \u2013 Presentation of Financial Statements) are as follows:
\u25a0 the Consolidated Statement of Financial Position shows current and non-current assets separately, and
current and non-current liabilities in the same way;
\u25a0 the Consolidated Statement of Profit and Loss and Other Comprehensive Income shows a classification of
costs by nature;
\u25a0 the Consolidated Statement of Cash Flow was prepared using the indirect method; and
\u25a0 the Consolidated Statement of Changes in Equity presents movements in equity for the period, including
profit or loss for the year, other comprehensive income and transactions with owners of the Company.
The templates used, as specified above, are those that best represent the Group\u2019s economic, equity and
financial situation. The Consolidated Financial Statements are prepared in Euro (which is the presentation
currency of the Group), rounded to the nearest thousand. They are prepared on a 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.
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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-326": { "value": "The financial statements have been prepared in accordance with UK-adopted international accounting standards comprising 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. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-292": { "value": "
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\u2019s 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 2025, 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
2025
2024
2023
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
\u2013
\u2013
100%
FusionIT NV
Belgium
100%
100%
100%
ICO International GmbH
Germany
100%
100%
100%
GestionaleAuto.com S.r.l.
Italy
100%
100%
100%
1 The Company was wound up on 8 January 2024.
During the financial year 2025, the consolidation area has not changed.
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\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Spain Gestiones Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain
Comerciales SL
MotorK Deutschland GmbH
Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany
MotorK France Sarl
168, Avenue Charles De Gaulle 92200 Neuilly-sur-Seine \u2013 Paris,
France
For Business S.r.l.
Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Israel Ltd
3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions,
Unipessoal Lda
Rua Mouzinho da Silveira, N\u00ba 27, 5\u00ba C 1250-166 Lisboa
FusionIT NV
Emiel Banningstraat 41-47, 2000 Antwerpen
ICO International GmbH
Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany
GestionaleAuto.com S.r.l.
Viale Asiago n. 113 \u2013 Bassano del Grappa, Italy
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-373": { "value": "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\u2019s 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 2025, 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
2025
2024
2023
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
\u2013
\u2013
100%
FusionIT NV
Belgium
100%
100%
100%
ICO International GmbH
Germany
100%
100%
100%
GestionaleAuto.com S.r.l.
Italy
100%
100%
100%
1 The Company was wound up on 8 January 2024. During the financial year 2025, the consolidation area has not changed. 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\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Spain Gestiones Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain
Comerciales SL
MotorK Deutschland GmbH
Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany
MotorK France Sarl
168, Avenue Charles De Gaulle 92200 Neuilly-sur-Seine \u2013 Paris,
France
For Business S.r.l.
Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Israel Ltd
3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions,
Unipessoal Lda
Rua Mouzinho da Silveira, N\u00ba 27, 5\u00ba C 1250-166 Lisboa
FusionIT NV
Emiel Banningstraat 41-47, 2000 Antwerpen
ICO International GmbH
Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany
GestionaleAuto.com S.r.l.
Viale Asiago n. 113 \u2013 Bassano del Grappa, Italy
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\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-357": { "value": "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\u2019s 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 2025, 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
2025
2024
2023
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
\u2013
\u2013
100%
FusionIT NV
Belgium
100%
100%
100%
ICO International GmbH
Germany
100%
100%
100%
GestionaleAuto.com S.r.l.
Italy
100%
100%
100%
1 The Company was wound up on 8 January 2024. During the financial year 2025, the consolidation area has not changed. 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\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Spain Gestiones Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain
Comerciales SL
MotorK Deutschland GmbH
Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany
MotorK France Sarl
168, Avenue Charles De Gaulle 92200 Neuilly-sur-Seine \u2013 Paris,
France
For Business S.r.l.
Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Israel Ltd
3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions,
Unipessoal Lda
Rua Mouzinho da Silveira, N\u00ba 27, 5\u00ba C 1250-166 Lisboa
FusionIT NV
Emiel Banningstraat 41-47, 2000 Antwerpen
ICO International GmbH
Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany
GestionaleAuto.com S.r.l.
Viale Asiago n. 113 \u2013 Bassano del Grappa, Italy
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-380": { "value": "
Country of Proportion of ownership
incorporation interest at
and principal
place of
Name business
2025
2024
2023
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
\u2013
\u2013
100%
FusionIT NV
Belgium
100%
100%
100%
ICO International GmbH
Germany
100%
100%
100%
GestionaleAuto.com S.r.l.
Italy
100%
100%
100%
1 The Company was wound up on 8 January 2024. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCompositionOfGroupExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-291": { "value": "
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, 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\u2019s 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\u2019s share of the profit/(loss) and other comprehensive income/(loss) of the investee. The Group\u2019s share of the investee\u2019s 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\u2019s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group\u2019s share of the losses of an associate exceeds the Group\u2019s 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: \u25a0 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; \u25a0 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; \u25a0 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 \u25a0 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.", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-327": { "value": "
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\u2019s share of the profit/(loss) and other comprehensive income/(loss) of the investee.
The Group\u2019s share of the investee\u2019s 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\u2019s interest in the associate. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
When the Group\u2019s share of the losses of an associate exceeds the Group\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-358": { "value": "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\u2019s share of the profit/(loss) and other comprehensive income/(loss) of the investee. The Group\u2019s share of the investee\u2019s 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\u2019s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group\u2019s share of the losses of an associate exceeds the Group\u2019s 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-328": { "value": "
Business combinations
Business combinations are recorded according to the acquisition method.
According to this method:
\u25a0 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;
\u25a0 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;
\u25a0 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
\u25a0 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-359": { "value": "Business combinations Business combinations are recorded according to the acquisition method. According to this method: \u25a0 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; \u25a0 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; \u25a0 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 \u25a0 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.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-293": { "value": "
3.\u2002GOING CONCERN
The parent company going concern assessment has been performed together with the group\u2019s going concern
assessment. The Group and the parent company (\u201cGroup\u201d) financial statements have been prepared on a going
concern basis, which the Directors consider to be appropriate. This basis assumes that the Group will be able to
realise its assets and discharge its liabilities in the normal course of business for at least twelve months from the
date of approval of these financial statements.
As at 31 December 2025, the Group incurred a net loss of \u20ac12 million (2024: \u20ac13 million) and reported current
liabilities of \u20ac24.4 million.
The Board of Directors has performed a detailed assessment of the Group\u2019s ability to continue as a going
concern, covering a period of at least 12 months from the date of approval of these financial statements. Risks
to the Group\u2019s going concern status include the need for the operations to generate sufficient cash flows to meet
working capital and liquidity requirements. Current cash flow forecasts indicate a deficit during the going concern
assessment period, meaning that the Group will need to secure additional funding to manage working capital
and liquidity requirements. Forecast cash flow includes expected fundings to be obtained to fund the working
capital and liquidity requirements, however, no such funding has been committed or guaranteed as of the date of
approval of these financial statements.
As a result of these matters, this indicates the existence of a material uncertainty which may cast significant doubt
on the Group\u2019s ability to continue as a going concern and, therefore, it may be unable to realise its assets and
discharge its liabilities in the ordinary course of business at the amounts recorded in these financial statements.
The Directors have considered the following key factors in forming their assessment:
\u25a0 Proven access to capital: The Group has a strong historical track record of raising capital from existing
shareholders and lenders to support strategic objectives and meet financial obligations. The Board
continues to evaluate strategic options regarding potential funding through non-dilutive instruments
or equity-linked opportunities. While the Directors remain confident that the required funding will be
secured, no binding agreement was in place at the date of approval of these financial statements.
\u25a0 Improving cash efficiency: Recent financial performance, alongside a notable year-on-year decrease in
required capital increases or financial loan, demonstrate a continued reduction in the cash needed to
support operations.
\u25a0 Improving operational performance: The Group maintained its growth trajectory in Committed Annual
Recurring Revenue (CARR) while exercising disciplined cost management across its SaaS operations. This
strategic focus has significantly reduced near-term cash burn, leading to a strengthened path toward
sustainable self-funding and long-term profitability.
\u25a0 Cost reduction mitigations: The Group moderate discretionary capital expenditure and R&D roadmap to
preserve liquidity if required.
\u25a0 Covenant compliance: Lenders have previously granted covenant waivers, demonstrating continued
support to the group. As covenant compliance over the going concern assessment period is dependent
on delivering the forecast cash flows and obtaining additional funding, the Directors are confident that a
waiver could be obtained during the period, if needed.
Notwithstanding the material uncertainty described above, the Directors remain confident that the Group will be
able to obtain the necessary funding. Accordingly, the financial statements continue to be prepared on a going
concern basis. The financial statements do not include any adjustments that would be necessary if the Group
were unable to continue as a going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-294": { "value": "4.\u2002ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2025 AND INTERPRETATIONS APPLICABLE AT A FUTURE DATE 4.1 New standards and amendments effective from 1 January 2025 The following new standards and amendments effective from 1 January 2025 were adopted by the Group for the preparation of these Consolidated Financial Statements: \u25a0 In August 2023, the IASB issued amendments to IAS 21 \u2013 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability. These amendments are effective on or after 1 January 2025. There was no significant effect from the adoption of these amendments. In accordance with the 2025 amendments to IAS 21, the Group assessed whether, at 31 December 2025, the Euro (EUR), being the Group\u2019s presentation currency, and the Israeli Shekel (ILS), being the functional currency of the subsidiary MotorK Israel Ltd., were exchangeable in both directions of conversion. The Group concluded that: \u25a0 the euro and the Israeli shekel are freely exchangeable; \u25a0 observable and active markets exist for conversions between EUR and ILS, and these markets create legally enforceable rights and obligations between buyers and sellers in accordance with paragraph A5 of IAS 21; \u25a0 no exchange restrictions or capital controls apply; and \u25a0 there are no conditions indicating a lack of exchangeability under the amended standard. Consequently, no estimated spot exchange rate was required, and the Group applied official exchange rates published by the European Central Bank (ECB).
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
2026 or subsequent years are listed below:
\u25a0 In April 2024, IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements. The standard
is effective on or after 1 January 2027. The Group is currently assessing the potential impact from
the adoption of this standard. Even though IFRS 18 will not have any effect on the recognition and
measurement of items in the consolidated financial statements, it is expected to have a significant effect
on the presentation and disclosure of certain items. These changes include categorisation and sub-
totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and
disclosure of management-defined performance measures.
\u25a0 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. The
amendments are effective on or after 1 January 2026 and earlier application is permitted. The Group
performed a preliminary assessment of these amendments and based on the analysis performed, the
Group does not expect the adoption of these amendments to have a material impact on its consolidated
financial statements.
\u25a0 In May 2024, IASB published the new standard IFRS 19 \u2013 Subsidiaries without Public Accountability:
Disclosures. The standard will be effective for reporting periods beginning on or after 1 January 2027 and
earlier application is permitted. The Group is evaluating the potential impact from the adoption of these
amendments.
\u25a0 In July 2024, IASB issued Annual Improvements to IFRS Accounting Standards - Volume 11. 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
performed a preliminary assessment of these amendments and based on the analysis performed, the
Group does not expect the adoption of these amendments to have a material impact on its consolidated
financial statements.
\u25a0 In December 2024, IASB issued amendments for nature-dependent electricity contracts which amended
IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures. The amendments are
effective on or after 1 January 2026 and earlier application is permitted. The Group performed a
preliminary assessment of these amendments and based on the analysis performed, the Group does
not expect the adoption of these amendments to have a material impact on its consolidated financial
statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-329": { "value": "
4.1 New standards and amendments effective from 1 January 2025
The following new standards and amendments effective from 1 January 2025 were adopted by the Group for
the preparation of these Consolidated Financial Statements:
\u25a0 In August 2023, the IASB issued amendments to IAS 21 \u2013 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability. These amendments are effective on or after 1 January 2025. There was
no significant effect from the adoption of these amendments.
In accordance with the 2025 amendments to IAS 21, the Group assessed whether, at 31 December 2025, the
Euro (EUR), being the Group\u2019s presentation currency, and the Israeli Shekel (ILS), being the functional currency of
the subsidiary MotorK Israel Ltd., were exchangeable in both directions of conversion. The Group concluded that:
\u25a0 the euro and the Israeli shekel are freely exchangeable;
\u25a0 observable and active markets exist for conversions between EUR and ILS, and these markets create legally
enforceable rights and obligations between buyers and sellers in accordance with paragraph A5 of IAS 21;
\u25a0 no exchange restrictions or capital controls apply; and
\u25a0 there are no conditions indicating a lack of exchangeability under the amended standard.
Consequently, no estimated spot exchange rate was required, and the Group applied official exchange rates
published by the European Central Bank (ECB).
", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-331": { "value": "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 2026 or subsequent years are listed below: \u25a0 In April 2024, IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements. The standard is effective on or after 1 January 2027. The Group is currently assessing the potential impact from the adoption of this standard. Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub- totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. \u25a0 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. The amendments are effective on or after 1 January 2026 and earlier application is permitted. The Group performed a preliminary assessment of these amendments and based on the analysis performed, the Group does not expect the adoption of these amendments to have a material impact on its consolidated financial statements. \u25a0 In May 2024, IASB published the new standard IFRS 19 \u2013 Subsidiaries without Public Accountability: Disclosures. The standard will be effective for reporting periods beginning on or after 1 January 2027 and earlier application is permitted. The Group is evaluating the potential impact from the adoption of these amendments. \u25a0 In July 2024, IASB issued Annual Improvements to IFRS Accounting Standards - Volume 11. 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 performed a preliminary assessment of these amendments and based on the analysis performed, the Group does not expect the adoption of these amendments to have a material impact on its consolidated financial statements. \u25a0 In December 2024, IASB issued amendments for nature-dependent electricity contracts which amended IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures. The amendments are effective on or after 1 January 2026 and earlier application is permitted. The Group performed a preliminary assessment of these amendments and based on the analysis performed, the Group does not expect the adoption of these amendments to have a material impact on its consolidated financial statements.", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-288": { "value": "5.\u2002MATERIAL ACCOUNTING POLICIES Intangible assets other than goodwill (development costs, trademarks and customer relationships) Expenditure on internally developed products is capitalised if it can be demonstrated that: \u25a0 it is technically feasible to develop the product for it to be sold; \u25a0 adequate resources are available to complete the development; \u25a0 there is an intention to complete and sell the product; \u25a0 the Group is able to sell the product; \u25a0 sale of the product will generate future economic benefits; and \u25a0 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 Profit and Loss and Other Comprehensive Income as incurred. Development costs incurred on existing assets are capitalised only in case such costs increment the functionality of the asset. Trademarks and customer relationships, primarily recognised through purchase price allocation (PPA) in business combinations, are amortised on a straight-line basis over their estimated useful economic lives (typically ranging from 5 to 15 years), reflecting the pattern in which the related economic benefits are expected to be consumed by the Group. 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 Profit and Loss and Other 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 Profit and Loss and Other 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\u2019s 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\u2019s 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 (OCI). An impairment loss recognised for goodwill is not reversed. Foreign currency The Group\u2019s Consolidated Financial Statements are presented in Euros, which is also the Parent Company\u2019s 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\u2019s 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\u2019s net investment in a foreign operation. These are recognised in 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\u2019s 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 These are receivables from customers, other receivables, security deposits and cash on hand and cash at banks. 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 \u2013 Revenue from Contracts with Customers). Other receivables 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. 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).
At each reporting date, the Group assesses expected credit losses (ECLs) for financial assets measured at
amortised cost, in accordance with IFRS 9. Impairment is estimated based on historical collection patterns
applied to different aging categories of receivables. Forward-looking adjustments and management
judgement are applied where appropriate to reflect changes in expected credit risk. An impairment loss is
recognized in profit or loss for the amount of the ECL, reflecting the credit risk associated with the asset.
For trade receivables, ECLs are recognised within provision for bad debts in the consolidated statement of
profit and loss and other comprehensive income. Impairment losses recognised in accordance with IFRS 9 are
presented net of any subsequent recoveries or reversals of impairment. These amounts are recognised in the
consolidated income statement within operating costs, consistent with the nature of the underlying assets.
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\u2019s 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. In the context of a business combination under IFRS 3 \u2013 Business
Combinations, any continuing services provided after the acquisition, such as those by employees or vendors,
settled in cash are not part of the initial consideration transferred but are treated as post-combination
remuneration costs linked to continued employment and post-combination performance targets. This consideration is classified as a liability under IAS 19 \u2013 Employee Benefits and presented within Trade and other payables. Contingent consideration classified as financial liabilities are measured at fair value through profit and loss (FVTPL). Ancillary costs incurred on recognition of the liability are immediately recognised in the consolidated income statement. On subsequent measurement, FVTPL financial liabilities are measured at fair value. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinguished 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 payment The Group provides share-based payment arrangements to certain employees, including earn-out arrangements settled in shares to employees of acquired businesses. 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 Profit and Loss and Other 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 on the date of the modification, is also charged to the Consolidated Statement of Profit and Loss and Other Comprehensive Income over the remaining vesting period.
Revenues from cloud-based SaaS platforms
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 is transferred
to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods or services.
Cloud-based SaaS platform contracts are typically long-term arrangements providing customers with
access to the Group\u2019s software for a fixed recurring fee. Fees are invoiced periodically depending on the
payment cadence agreed in the contract (monthly, quarterly or annually). The total contract value is
determined as the recurring subscription fee multiplied by the contractual duration expressed in months.
Management has assessed the nature of the promise in these contracts in accordance with IFRS 15, and
concluded that the Group provides a single performance obligation, consisting of right to access the Group\u2019s
intellectual property over the contract term.
The Group\u2019s SaaS platforms are cloud-based solutions that support the full vehicle lifecycle and the
entire customer journey. Customers receive access to the software environment at contract inception.
Throughout the contract period, the Group continuously develops, maintains and enhances the platform,
including the deployment of new functionalities, product improvements, performance updates and security
enhancements. These ongoing activities significantly affect the underlying intellectual property to which
customers have access.
As a result, the customer simultaneously receives and consumes the benefits of access to software that
evolves during the contract term. The licence therefore provides a right to access the Group\u2019s intellectual
property as it exists throughout the licence period, rather than a right to use intellectual property as it exists
at a single point in time.
Accordingly, revenue from SaaS subscriptions is recognised over time, on a straight-line basis over the
contractual service perio
The Group\u2019s platforms are entirely cloud-based. Hosting services are required to operate the software and
are not sold separately from the SaaS subscription. Hosting capacity is purchased by the Group based on
expected demand and sales projections. In certain circumstances, hosting capacity acquired may remain
unused. The Group is considered a principal in providing hosting services because it controls the hosting
capacity before it is transferred to customers. Activities related to maintenance, platform reliability, security updates and bug fixing are integral to ensuring that the software continues to operate as intended throughout the contract period. These activities are performed exclusively on the Group\u2019s proprietary software and cannot be sold separately; therefore, they do not represent distinct performance obligations. Based on the above assessment, the Group identifies one combined performance obligation, consisting of providing continuous access to its SaaS platform and the underlying intellectual property. As further explained on page 153 of this Annual Report, the Group\u2019s revenue recognition policy may differ from that applied by some other SaaS companies. For this reason, management presents Annual recurring revenue (ARR) as an APM to provide additional information on the recurring nature of the Group\u2019s revenue base. In determining the transaction price, the Group considers the effects of variable consideration, discounts, the existence of a significant financing component, non-cash consideration and consideration payable to the customer, where applicable. None of these elements have a significant impact on the transaction price. Pricing is generally defined at contract level and consists of the recurring subscription fee multiplied by the number of months included in the contractual term. Revenue from digital marketing services is recognised at a point in time in the period in which the marketing campaign is delivered and the related services are provided to the customer. The identification of this performance obligation does not require significant judgement. Other revenue mainly relates to training services provided to customers and is recognised at a point in time when the training is delivered. Revenue from other services not previously identified is recognised when the relevant services are rendered to the customer. 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).
Prior period restatement - Income and deferred taxation disclosures
During the current financial year, the Group identified certain presentation-related errors and omissions in
the comparative income tax and deferred tax disclosures for the year ended 31 December 2024. These relate
solely to the presentation of tax losses and unrecognised deferred tax assets within Note 21 of the consolidated
financial statements and Note 11 of the parent company financial statements, as well as to the income tax rate
reconciliation within Note 12 of the consolidated financial statements.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the comparative
disclosures have been restated. There is no impact on the Group\u2019s or the parent company\u2019s primary financial
statements, including net assets or loss for the year, for any period presented.
The following disclosures within the notes to the consolidated and parent company financial statements have
been restated, as detailed below.
a) UK Share-Based Payment Tax Treatment and Assessed Losses
During the current year, the Group identified an error in the prior-year UK parent company tax computations,
which impacted the Group\u2019s consolidated financial statements. Specifically, the parent company had claimed
tax deductions totalling \u20ac6.2 million in respect of equity-settled share-based payment charges recharged
through intercompany arrangements over the vesting period, as described in Note 2 \u2013 Accounting Policies to
the parent company financial statements. Under UK tax legislation, a corporation tax deduction for equity-
settled share-based payments is generally available only upon exercise of the share options by employees.
In addition, \u20ac1.8 million of true-up adjustments to corporate income tax arose on the submission of final tax
computations, compared to the amounts presented in the prior-year audited financial statements, of which
\u20ac0.2 million relates to adjustments at the parent company level.
As a result of the above, tax losses of \u20ac4.4 million previously recognised as available for carry forward and
disclosed in Note 21, together with the associated unrecognised deferred tax assets in the comparative
period, should have been reduced by the same amount.
Accordingly, the correction resulted in a reduction in unrecognised assessed losses in the comparative period
as follows:
\u25a0 At the Group level, unrecognised assessed losses were reduced from \u20ac75.5 million (with associated
unrecognised deferred tax assets of \u20ac20.6 million) to \u20ac71.1 million (with associated unrecognised deferred
tax assets of \u20ac19.5 million), as disclosed in Note 21.
\u25a0 At the parent company level, unrecognised assessed losses were reduced from \u20ac16.9 million (with
associated unrecognised deferred tax assets of \u20ac4.2 million) to \u20ac10.9 million (with associated
unrecognised deferred tax assets of \u20ac2.7 million), as disclosed in Note 11.
In addition, following a detailed review of the Group\u2019s tax position in its Belgian subsidiaries, management
identified previously unrecognised tax losses that had not been identified or disclosed in the consolidated
financial statements. Consequently, additional unrecognised assessed losses amounting to \u20ac3.2 million
(with associated unrecognised deferred tax assets of \u20ac0.8 million) have been included in the disclosures
for unrecognised deferred tax assets within Note 21 at the Group level. The comparative disclosures have
therefore been restated to more accurately reflect the availability and historical utilisation of assessed losses
carried forward in that jurisdiction.
b) Income Tax Reconciliation
During the current year, management undertook a review of the income tax reconciliation disclosure in the
consolidated financial statements (Note 12) to enhance the accuracy and clarity of the presentation. As a
result of this review, certain reconciling items have been re-presented to reflect their nature more appropriately,
including adjustments to the classification between permanent and timing differences. The prior year
comparative income tax reconciliation has therefore been restated to provide a clearer and more accurate
reconciliation between the statutory tax rate and the effective tax rate.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-330": { "value": "
Intangible assets other than goodwill (development costs, trademarks and customer relationships)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
\u25a0 it is technically feasible to develop the product for it to be sold;
\u25a0 adequate resources are available to complete the development;
\u25a0 there is an intention to complete and sell the product;
\u25a0 the Group is able to sell the product;
\u25a0 sale of the product will generate future economic benefits; and
\u25a0 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
Profit and Loss and Other Comprehensive Income as incurred. Development costs incurred on existing assets
are capitalised only in case such costs increment the functionality of the asset. Trademarks and customer
relationships, primarily recognised through purchase price allocation (PPA) in business combinations, are
amortised on a straight-line basis over their estimated useful economic lives (typically ranging from 5 to 15
years), reflecting the pattern in which the related economic benefits are expected to be consumed by the
Group.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-295": { "value": "Intangible assets other than goodwill (development costs, trademarks and customer relationships) Expenditure on internally developed products is capitalised if it can be demonstrated that: \u25a0 it is technically feasible to develop the product for it to be sold; \u25a0 adequate resources are available to complete the development; \u25a0 there is an intention to complete and sell the product; \u25a0 the Group is able to sell the product; \u25a0 sale of the product will generate future economic benefits; and \u25a0 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 Profit and Loss and Other Comprehensive Income as incurred. Development costs incurred on existing assets are capitalised only in case such costs increment the functionality of the asset. Trademarks and customer relationships, primarily recognised through purchase price allocation (PPA) in business combinations, are amortised on a straight-line basis over their estimated useful economic lives (typically ranging from 5 to 15 years), reflecting the pattern in which the related economic benefits are expected to be consumed by the Group. 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 Profit and Loss and Other 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 Profit and Loss and Other Comprehensive Income on the
acquisition date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-332": { "value": "
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 Profit and Loss and Other 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 Profit and Loss and Other Comprehensive Income on the acquisition date. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-296": { "value": "
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\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-297": { "value": "
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\u2019s 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 (OCI). An impairment loss
recognised for goodwill is not reversed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-334": { "value": "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\u2019s 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 (OCI). An impairment loss recognised for goodwill is not reversed. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-298": { "value": "Foreign currency The Group\u2019s Consolidated Financial Statements are presented in Euros, which is also the Parent Company\u2019s 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\u2019s 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\u2019s net investment in a foreign operation. These are recognised in 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-333": { "value": "
The Group\u2019s Consolidated Financial Statements are presented in Euros, which is also the Parent Company\u2019s
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-300": { "value": "
Financial assets
The Group\u2019s 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
These are receivables from customers, other receivables, security deposits and cash on hand and cash at
banks.
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 \u2013 Revenue from
Contracts with Customers).
Other receivables 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.
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). At each reporting date, the Group assesses expected credit losses (ECLs) for financial assets measured at amortised cost, in accordance with IFRS 9. Impairment is estimated based on historical collection patterns applied to different aging categories of receivables. Forward-looking adjustments and management judgement are applied where appropriate to reflect changes in expected credit risk. An impairment loss is recognized in profit or loss for the amount of the ECL, reflecting the credit risk associated with the asset. For trade receivables, ECLs are recognised within provision for bad debts in the consolidated statement of profit and loss and other comprehensive income. Impairment losses recognised in accordance with IFRS 9 are presented net of any subsequent recoveries or reversals of impairment. These amounts are recognised in the consolidated income statement within operating costs, consistent with the nature of the underlying assets.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-374": { "value": "Financial assets The Group\u2019s 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 These are receivables from customers, other receivables, security deposits and cash on hand and cash at banks. 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 \u2013 Revenue from Contracts with Customers). Other receivables 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. 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). At each reporting date, the Group assesses expected credit losses (ECLs) for financial assets measured at amortised cost, in accordance with IFRS 9. Impairment is estimated based on historical collection patterns applied to different aging categories of receivables. Forward-looking adjustments and management judgement are applied where appropriate to reflect changes in expected credit risk. An impairment loss is recognized in profit or loss for the amount of the ECL, reflecting the credit risk associated with the asset. For trade receivables, ECLs are recognised within provision for bad debts in the consolidated statement of profit and loss and other comprehensive income. Impairment losses recognised in accordance with IFRS 9 are presented net of any subsequent recoveries or reversals of impairment. These amounts are recognised in the consolidated income statement within operating costs, consistent with the nature of the underlying assets. 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\u2019s 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. In the context of a business combination under IFRS 3 \u2013 Business Combinations, any continuing services provided after the acquisition, such as those by employees or vendors, settled in cash are not part of the initial consideration transferred but are treated as post-combination remuneration costs linked to continued employment and post-combination performance targets. This consideration is classified as a liability under IAS 19 \u2013 Employee Benefits and presented within Trade and other payables. Contingent consideration classified as financial liabilities are measured at fair value through profit and loss (FVTPL). Ancillary costs incurred on recognition of the liability are immediately recognised in the consolidated income statement. On subsequent measurement, FVTPL financial liabilities are measured at fair value. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinguished 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-335": { "value": "a) Financial assets valued at amortised cost These are receivables from customers, other receivables, security deposits and cash on hand and cash at banks. 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 \u2013 Revenue from Contracts with Customers). Other receivables 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. 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). At each reporting date, the Group assesses expected credit losses (ECLs) for financial assets measured at amortised cost, in accordance with IFRS 9. Impairment is estimated based on historical collection patterns applied to different aging categories of receivables. Forward-looking adjustments and management judgement are applied where appropriate to reflect changes in expected credit risk. An impairment loss is recognized in profit or loss for the amount of the ECL, reflecting the credit risk associated with the asset. For trade receivables, ECLs are recognised within provision for bad debts in the consolidated statement of profit and loss and other comprehensive income. Impairment losses recognised in accordance with IFRS 9 are presented net of any subsequent recoveries or reversals of impairment. These amounts are recognised in the consolidated income statement within operating costs, consistent with the nature of the underlying assets.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-299": { "value": "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\u2019s 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. In the context of a business combination under IFRS 3 \u2013 Business Combinations, any continuing services provided after the acquisition, such as those by employees or vendors, settled in cash are not part of the initial consideration transferred but are treated as post-combination remuneration costs linked to continued employment and post-combination performance targets. This consideration is classified as a liability under IAS 19 \u2013 Employee Benefits and presented within Trade and other payables. Contingent consideration classified as financial liabilities are measured at fair value through profit and loss (FVTPL). Ancillary costs incurred on recognition of the liability are immediately recognised in the consolidated income statement. On subsequent measurement, FVTPL financial liabilities are measured at fair value. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinguished 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-336": { "value": "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\u2019s 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. In the context of a business combination under IFRS 3 \u2013 Business Combinations, any continuing services provided after the acquisition, such as those by employees or vendors, settled in cash are not part of the initial consideration transferred but are treated as post-combination remuneration costs linked to continued employment and post-combination performance targets. This consideration is classified as a liability under IAS 19 \u2013 Employee Benefits and presented within Trade and other payables. Contingent consideration classified as financial liabilities are measured at fair value through profit and loss (FVTPL). Ancillary costs incurred on recognition of the liability are immediately recognised in the consolidated income statement. On subsequent measurement, FVTPL financial liabilities are measured at fair value. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinguished 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-381": { "value": "Trade and other payables are initially recognised at fair value and subsequently measured using the amortised cost method. In the context of a business combination under IFRS 3 \u2013 Business Combinations, any continuing services provided after the acquisition, such as those by employees or vendors, settled in cash are not part of the initial consideration transferred but are treated as post-combination
remuneration costs linked to continued employment and post-combination performance targets. This
consideration is classified as a liability under IAS 19 \u2013 Employee Benefits and presented within Trade and
other payables. Contingent consideration classified as financial liabilities are measured at fair value through
profit and loss (FVTPL). Ancillary costs incurred on recognition of the liability are immediately recognised in
the consolidated income statement. On subsequent measurement, FVTPL financial liabilities are measured
at fair value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-382": { "value": "With reference to the derecognition of a financial liability, new records must be created for its extinguished 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-302": { "value": "
Share-based payment
The Group provides share-based payment arrangements to certain employees, including earn-out
arrangements settled in shares to employees of acquired businesses. 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 Profit and Loss and Other 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 on the date of the modification, is also charged to the Consolidated
Statement of Profit and Loss and Other Comprehensive Income over the remaining vesting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-301": { "value": "Revenues from cloud-based SaaS platforms 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 is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Cloud-based SaaS platform contracts are typically long-term arrangements providing customers with access to the Group\u2019s software for a fixed recurring fee. Fees are invoiced periodically depending on the payment cadence agreed in the contract (monthly, quarterly or annually). The total contract value is determined as the recurring subscription fee multiplied by the contractual duration expressed in months. Management has assessed the nature of the promise in these contracts in accordance with IFRS 15, and concluded that the Group provides a single performance obligation, consisting of right to access the Group\u2019s intellectual property over the contract term. The Group\u2019s SaaS platforms are cloud-based solutions that support the full vehicle lifecycle and the entire customer journey. Customers receive access to the software environment at contract inception. Throughout the contract period, the Group continuously develops, maintains and enhances the platform, including the deployment of new functionalities, product improvements, performance updates and security enhancements. These ongoing activities significantly affect the underlying intellectual property to which customers have access. As a result, the customer simultaneously receives and consumes the benefits of access to software that evolves during the contract term. The licence therefore provides a right to access the Group\u2019s intellectual
property as it exists throughout the licence period, rather than a right to use intellectual property as it exists
at a single point in time.
Accordingly, revenue from SaaS subscriptions is recognised over time, on a straight-line basis over the
contractual service perio
The Group\u2019s platforms are entirely cloud-based. Hosting services are required to operate the software and are not sold separately from the SaaS subscription. Hosting capacity is purchased by the Group based on expected demand and sales projections. In certain circumstances, hosting capacity acquired may remain unused. The Group is considered a principal in providing hosting services because it controls the hosting
capacity before it is transferred to customers.
Activities related to maintenance, platform reliability, security updates and bug fixing are integral to ensuring
that the software continues to operate as intended throughout the contract period. These activities are
performed exclusively on the Group\u2019s proprietary software and cannot be sold separately; therefore, they do
not represent distinct performance obligations.
Based on the above assessment, the Group identifies one combined performance obligation, consisting of
providing continuous access to its SaaS platform and the underlying intellectual property.
As further explained on page 153 of this Annual Report, the Group\u2019s revenue recognition policy may differ
from that applied by some other SaaS companies. For this reason, management presents Annual recurring
revenue (ARR) as an APM to provide additional information on the recurring nature of the Group\u2019s revenue
base.
In determining the transaction price, the Group considers the effects of variable consideration, discounts, the
existence of a significant financing component, non-cash consideration and consideration payable to the
customer, where applicable. None of these elements have a significant impact on the transaction price.
Pricing is generally defined at contract level and consists of the recurring subscription fee multiplied by the
number of months included in the contractual term.
Revenue from digital marketing services is recognised at a point in time in the period in which the marketing
campaign is delivered and the related services are provided to the customer. The identification of this
performance obligation does not require significant judgement.
Other revenue mainly relates to training services provided to customers and is recognised at a point in time
when the training is delivered. Revenue from other services not previously identified is recognised when the
relevant services are rendered to the customer.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-303": { "value": "
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).
", "dimensions": { "concept": "motorkplc:DescriptionOfAccountingPolicyForContractLiabilities", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-304": { "value": "Prior period restatement - Income and deferred taxation disclosures During the current financial year, the Group identified certain presentation-related errors and omissions in the comparative income tax and deferred tax disclosures for the year ended 31 December 2024. These relate solely to the presentation of tax losses and unrecognised deferred tax assets within Note 21 of the consolidated financial statements and Note 11 of the parent company financial statements, as well as to the income tax rate reconciliation within Note 12 of the consolidated financial statements. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the comparative disclosures have been restated. There is no impact on the Group\u2019s or the parent company\u2019s primary financial statements, including net assets or loss for the year, for any period presented. The following disclosures within the notes to the consolidated and parent company financial statements have been restated, as detailed below. a) UK Share-Based Payment Tax Treatment and Assessed Losses During the current year, the Group identified an error in the prior-year UK parent company tax computations, which impacted the Group\u2019s consolidated financial statements. Specifically, the parent company had claimed tax deductions totalling \u20ac6.2 million in respect of equity-settled share-based payment charges recharged through intercompany arrangements over the vesting period, as described in Note 2 \u2013 Accounting Policies to the parent company financial statements. Under UK tax legislation, a corporation tax deduction for equity- settled share-based payments is generally available only upon exercise of the share options by employees. In addition, \u20ac1.8 million of true-up adjustments to corporate income tax arose on the submission of final tax computations, compared to the amounts presented in the prior-year audited financial statements, of which \u20ac0.2 million relates to adjustments at the parent company level. As a result of the above, tax losses of \u20ac4.4 million previously recognised as available for carry forward and disclosed in Note 21, together with the associated unrecognised deferred tax assets in the comparative period, should have been reduced by the same amount. Accordingly, the correction resulted in a reduction in unrecognised assessed losses in the comparative period as follows: \u25a0 At the Group level, unrecognised assessed losses were reduced from \u20ac75.5 million (with associated unrecognised deferred tax assets of \u20ac20.6 million) to \u20ac71.1 million (with associated unrecognised deferred tax assets of \u20ac19.5 million), as disclosed in Note 21. \u25a0 At the parent company level, unrecognised assessed losses were reduced from \u20ac16.9 million (with associated unrecognised deferred tax assets of \u20ac4.2 million) to \u20ac10.9 million (with associated unrecognised deferred tax assets of \u20ac2.7 million), as disclosed in Note 11. In addition, following a detailed review of the Group\u2019s tax position in its Belgian subsidiaries, management identified previously unrecognised tax losses that had not been identified or disclosed in the consolidated financial statements. Consequently, additional unrecognised assessed losses amounting to \u20ac3.2 million (with associated unrecognised deferred tax assets of \u20ac0.8 million) have been included in the disclosures for unrecognised deferred tax assets within Note 21 at the Group level. The comparative disclosures have therefore been restated to more accurately reflect the availability and historical utilisation of assessed losses carried forward in that jurisdiction. b) Income Tax Reconciliation During the current year, management undertook a review of the income tax reconciliation disclosure in the consolidated financial statements (Note 12) to enhance the accuracy and clarity of the presentation. As a result of this review, certain reconciling items have been re-presented to reflect their nature more appropriately, including adjustments to the classification between permanent and timing differences. The prior year comparative income tax reconciliation has therefore been restated to provide a clearer and more accurate reconciliation between the statutory tax rate and the effective tax rate.", "dimensions": { "concept": "ifrs-full:DisclosureOfReclassificationsOrChangesInPresentationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-337": { "value": "
6.\u2002OPERATING 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-306": { "value": "6.\u2002OPERATING 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-305": { "value": "
7.\u2002CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group\u2019s 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\u2019s 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:
\u25a0 external costs related to M&A as one-off transactions and, as a consequence, costs not strictly inherent to
the performance of the business;
\u25a0 external costs incurred for one-off projects that will not be repeated in the future;
\u25a0 remeasurement of contingent consideration at FVTPL;
\u25a0 severance indemnity costs paid to employees who left the Company and that the Group will not incur in
the future (non-recurring costs); and
\u25a0 post-combination remuneration made as one-off transactions related to M&A that are automatically
forfeited if key employees terminate.
Adjusted EBITDA is considered a Group APM. Evaluating business performance with such an 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 components and excluding some other components that are not
strictly inherent to the 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\u2019s judgement that technological and economic feasibility is confirmed, usually when a product
development project has reached a defined milestone according to an established project management
model. In determining the amounts to be 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-383": { "value": "8.\u2002FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the Group\u2019s 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\u2019s 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\u2019s capital is made up of share capital, share premium and Retained Earnings totalling \u20ac23.6 million (\u20ac28 million as at 31 December 2024). 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\u2019 equity and borrowings. Financial and non-financial covenants on the loan with Illimity Bank and Atempo Growth are in place. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be then 31 December 2026. The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s 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), 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\u2019s finance department, which constantly monitors the Group\u2019s 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 ECL. 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\u2019s 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. 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\u2019s maximum exposure to credit risk and is similar to the carrying value. The ageing analysis of trade receivables is shown in the following table:
Not Overdue by less Overdue by Overdue by more
\u20ac\u2019000 overdue than 1 month 1\u20132 months
than 2 months
Total
Gross trade receivables as at 31 December 2024
5,091
2,211
1,065
5,293
13,660
Allowance for doubtful receivables
(42)
(33)
(44)
(2,371)
(2,490)
% of allowance for doubtful receivables on gross trade receivables
1%
1%
4%
45%
18%
Trade receivables as at 31 December 2024
5,049
2,178
1,021
2,922
11,170
Gross trade receivables as at 31 December 2025
3,251
2,093
697
6,208
12,249
Allowance for doubtful receivables
(49)
(22)
(22)
(3,059)
(3,152)
% of allowance for doubtful receivables on gross trade receivables
2%
1%
3%
49%
26%
Trade receivables as at 31 December 2025
3,202
2,071
675
3,149
9,097
The increase of trade receivables overdue but not impaired by more than two months amounting to \u20ac0.3 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 \u20ac0.7 million compared to FY2024 balance. Other receivables include amounts due from employees or other counterparties. The Group assesses the credit risk of these balances at the reporting date and, where relevant, applies expected credit loss provisions in accordance with IFRS 9. Given the nature and low value of these receivables, management considers the credit risk to be low, and no material adjustments have been required in the current period. 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\u2019s 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 analyses on a regular basis. For details of how events since the 31 December 2025 have impacted our liquidity risk, please refer to Note 25\u2013 Post-Balance Sheet Events. During 2023, the Group entered into a loan with Atempo Growth, a venture capital company specialised in financing tech groups, obtaining net \u20ac4.6 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 was strengthened with two new loans for a total amount of \u20ac10 million from Atempo Growth, building on the initial \u20ac5 million loan facility agreement secured in October 2023. Terms of such loans are disclosed in Note 19 \u2013 Current and Non-Current Financial Liabilities. In December 2025, the Group secured a new \u20ac3 million loan with Atempo Growth, which was injected in January 2026. Regarding the collateral pledged in connection with the Atempo loan facility (as further detailed in Note 19), the Group has assessed the impact on its financial risk management framework. Specifically, the pledges over cash and other assets do not impose restrictive covenants that limit the Group\u2019s ability to utilize these bank balances or assets for its day-to-day operational requirements. Consequently, the Group considers that these pledges do not significantly restrict asset availability or adversely impact the Group\u2019s liquidity risk profile. Following such operations and the cash burn recorded during the year, as of 31 December 2025, the total amount of financial liabilities is \u20ac15.5 million compared to \u20ac19.9 million as of 31 December 2024. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. The following table provides an analysis of financial liabilities by due date, based on contractual repayment obligations, as at 31 December 2025 and 2024:
As at 31 December 2025 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
7,8 41
9,792
-
17,633
15,653
Lease liabilities
1,101
1,772
-
2,873
2,624
Trade and other payables
8,868
-
-
8,868
8,868
Total
17,810
11,564
-
29,374
27,145
As at 31 December 2024 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
24,230
257
\u2013
24,487
20,427
Lease liabilities
1,277
2,236
191
3,704
3,337
Trade and other payables
8,803
\u2013
\u2013
8,803
8,803
Total
34,310
2,493
191
36,994
32,567
Interest rate risk As at 31 December 2025, 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 \u20ac3.6 million and with Atempo Growth for \u20ac11.6 million. An increase of Euribor of 1% has a negative impact on the profit and loss of the Group of roughly \u20ac0.2 million, not significant for Group purposes. As at 31 December 2024, an increase of Euribor of 1% has an impact on the profit and loss of the Group of roughly \u20ac0.2 million, which is not significant for Group purposes. Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial assets at amortised cost
Non-current assets \u2013 security deposit
257
242
Trade receivables
9,097
11,170
Other receivables
315
308
Cash on hand and cash at banks
3,656
3,362
Total
13,325
15,082
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. For non-current security deposits, although these instruments are not short-term in nature, the difference between carrying amount and fair value is not material, as the impact of discounting future cash flows at current market rates is insignificant. There are no material differences between the carrying value and the fair value of non-current assets \u2013 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 2025 and
2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were
measured at FVTPL (please refer to the paragraph on the next page).
The remaining part of Current and Non-current financial liabilities and current and Non-current lease
liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of
Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair
values, this is because they bear interest at rates that are broadly consistent with current market rates for
similar instruments, and therefore no significant difference arises between carrying amount and fair value.
Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts
approximate their fair values.
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 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can
access at the measurement date.
Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability.
Contingent considerations, classified within current financial liabilities, is nil in FY2025 (\u20ac0.4 million in
FY2024). 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 remeasured at each reporting period with the change in fair value being recognised in profit
and loss. The fair value remeasurement for contingent consideration for FY2025 was \u20ac0.2 million recognised
within the remeasurement of the contingent consideration at FVTPL line item (refer to Note 10 for further
details) in Consolidated Statement of Profit and Loss and Other Comprehensive Income and within the
Remeasurement of the contingent consideration at FVTPL line item within the Operating activities of the
Consolidated Statement of Cash Flows (\u20ac0.9 million in FY2024).
19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290 bps margin on Euribor and provides the following financial covenants to be tested annually, starting from December 2022: \u25a0 leverage ratio (net financial position/EBITDA); and \u25a0 gearing ratio (net financial position/net equity). 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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements, amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025. No financial covenants were attached to the facility. The loan in place with SACE-Simest for \u20ac0.3 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. In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with Atempo Growth for a total amount of \u20ac9.3 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. A cross- default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth are split according to their contractual maturities. Other financial liabilities Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for \u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million. The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l. ** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of other non-material non-cash movements. *** Comprises the payment of the considerations related to the acquisition of FusionIT NV . 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 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 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). 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\u2019s 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
\u20ac\u2019000 buildings
vehicles
Total
Lease liabilities
As at 1 January 2024
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)
\u2013
(20)
Interest expense
150
42
192
As at 31 December 2024
2,692
645
3,337
Cash items:
Lease payments
(903)
(494)
(1,397)
Non-cash items:
New leases in the year
202
471
673
Reduction for disposal of lease
(59)
(64)
(123)
Interest expense
106
28
134
As at 31 December 2025
2,038
586
2,624
The following table provides details of the Group\u2019s lease liabilities:
As at 31 December
\u20ac\u2019000
2025
2024
Repayables as follows:
Under or equal to 1 year
1,005
1,141
> 1\u20135 years
1,619
2,009
Greater than 5 years
-
187
Total
2,624
3,337
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-307": { "value": "8.\u2002FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the Group\u2019s 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\u2019s 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\u2019s capital is made up of share capital, share premium and Retained Earnings totalling \u20ac23.6 million (\u20ac28 million as at 31 December 2024). 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\u2019 equity and borrowings. Financial and non-financial covenants on the loan with Illimity Bank and Atempo Growth are in place. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be then 31 December 2026. The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s 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), 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\u2019s finance department, which constantly monitors the Group\u2019s 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 ECL. 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\u2019s 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. 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\u2019s maximum exposure to credit risk and is similar to the carrying value. The ageing analysis of trade receivables is shown in the following table:
Not Overdue by less Overdue by Overdue by more
\u20ac\u2019000 overdue than 1 month 1\u20132 months
than 2 months
Total
Gross trade receivables as at 31 December 2024
5,091
2,211
1,065
5,293
13,660
Allowance for doubtful receivables
(42)
(33)
(44)
(2,371)
(2,490)
% of allowance for doubtful receivables on gross trade receivables
1%
1%
4%
45%
18%
Trade receivables as at 31 December 2024
5,049
2,178
1,021
2,922
11,170
Gross trade receivables as at 31 December 2025
3,251
2,093
697
6,208
12,249
Allowance for doubtful receivables
(49)
(22)
(22)
(3,059)
(3,152)
% of allowance for doubtful receivables on gross trade receivables
2%
1%
3%
49%
26%
Trade receivables as at 31 December 2025
3,202
2,071
675
3,149
9,097
The increase of trade receivables overdue but not impaired by more than two months amounting to \u20ac0.3 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 \u20ac0.7 million compared to FY2024 balance. Other receivables include amounts due from employees or other counterparties. The Group assesses the credit risk of these balances at the reporting date and, where relevant, applies expected credit loss provisions in accordance with IFRS 9. Given the nature and low value of these receivables, management considers the credit risk to be low, and no material adjustments have been required in the current period. 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\u2019s 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 analyses on a regular basis. For details of how events since the 31 December 2025 have impacted our liquidity risk, please refer to Note 25\u2013 Post-Balance Sheet Events. During 2023, the Group entered into a loan with Atempo Growth, a venture capital company specialised in financing tech groups, obtaining net \u20ac4.6 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 was strengthened with two new loans for a total amount of \u20ac10 million from Atempo Growth, building on the initial \u20ac5 million loan facility agreement secured in October 2023. Terms of such loans are disclosed in Note 19 \u2013 Current and Non-Current Financial Liabilities. In December 2025, the Group secured a new \u20ac3 million loan with Atempo Growth, which was injected in January 2026. Regarding the collateral pledged in connection with the Atempo loan facility (as further detailed in Note 19), the Group has assessed the impact on its financial risk management framework. Specifically, the pledges over cash and other assets do not impose restrictive covenants that limit the Group\u2019s ability to utilize these bank balances or assets for its day-to-day operational requirements. Consequently, the Group considers that these pledges do not significantly restrict asset availability or adversely impact the Group\u2019s liquidity risk profile. Following such operations and the cash burn recorded during the year, as of 31 December 2025, the total amount of financial liabilities is \u20ac15.5 million compared to \u20ac19.9 million as of 31 December 2024. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. The following table provides an analysis of financial liabilities by due date, based on contractual repayment obligations, as at 31 December 2025 and 2024:
As at 31 December 2025 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
7,8 41
9,792
-
17,633
15,653
Lease liabilities
1,101
1,772
-
2,873
2,624
Trade and other payables
8,868
-
-
8,868
8,868
Total
17,810
11,564
-
29,374
27,145
As at 31 December 2024 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
24,230
257
\u2013
24,487
20,427
Lease liabilities
1,277
2,236
191
3,704
3,337
Trade and other payables
8,803
\u2013
\u2013
8,803
8,803
Total
34,310
2,493
191
36,994
32,567
Interest rate risk
As at 31 December 2025, 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 \u20ac3.6 million and with Atempo Growth for \u20ac11.6 million.
An increase of Euribor of 1% has a negative impact on the profit and loss of the Group of roughly \u20ac0.2 million,
not significant for Group purposes. As at 31 December 2024, an increase of Euribor of 1% has an impact on the
profit and loss of the Group of roughly \u20ac0.2 million, which is not significant for Group purposes.
Financial assets
The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial assets at amortised cost
Non-current assets \u2013 security deposit
257
242
Trade receivables
9,097
11,170
Other receivables
315
308
Cash on hand and cash at banks
3,656
3,362
Total
13,325
15,082
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. For non-current security deposits, although these instruments are not short-term in nature, the
difference between carrying amount and fair value is not material, as the impact of discounting future cash
flows at current market rates is insignificant.
There are no material differences between the carrying value and the fair value of non-current assets \u2013
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 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were measured at FVTPL (please refer to the paragraph on the next page). The remaining part of Current and Non-current financial liabilities and current and Non-current lease liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair values, this is because they bear interest at rates that are broadly consistent with current market rates for similar instruments, and therefore no significant difference arises between carrying amount and fair value. Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts approximate their fair values. 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 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability. Contingent considerations, classified within current financial liabilities, is nil in FY2025 (\u20ac0.4 million in FY2024). 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 remeasured at each reporting period with the change in fair value being recognised in profit and loss. The fair value remeasurement for contingent consideration for FY2025 was \u20ac0.2 million recognised within the remeasurement of the contingent consideration at FVTPL line item (refer to Note 10 for further details) in Consolidated Statement of Profit and Loss and Other Comprehensive Income and within the Remeasurement of the contingent consideration at FVTPL line item within the Operating activities of the Consolidated Statement of Cash Flows (\u20ac0.9 million in FY2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-338": { "value": "
Capital risk management
The Group defines capital as the total equity of the Group. The Group\u2019s capital is made up of share capital, share premium and Retained Earnings totalling \u20ac23.6 million (\u20ac28 million as at 31 December 2024).
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\u2019 equity and borrowings. Financial and
non-financial covenants on the loan with Illimity Bank and Atempo Growth are in place. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of
the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be then 31 December 2026.
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-339": { "value": "
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), 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\u2019s finance department, which constantly monitors the Group\u2019s 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 ECL. 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\u2019s 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.
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\u2019s maximum exposure to credit risk and is similar to the carrying value. The ageing analysis of trade receivables is shown in the following table:
Not Overdue by less Overdue by Overdue by more
\u20ac\u2019000 overdue than 1 month 1\u20132 months
than 2 months
Total
Gross trade receivables as at 31 December 2024
5,091
2,211
1,065
5,293
13,660
Allowance for doubtful receivables
(42)
(33)
(44)
(2,371)
(2,490)
% of allowance for doubtful receivables on gross trade receivables
1%
1%
4%
45%
18%
Trade receivables as at 31 December 2024
5,049
2,178
1,021
2,922
11,170
Gross trade receivables as at 31 December 2025
3,251
2,093
697
6,208
12,249
Allowance for doubtful receivables
(49)
(22)
(22)
(3,059)
(3,152)
% of allowance for doubtful receivables on gross trade receivables
2%
1%
3%
49%
26%
Trade receivables as at 31 December 2025
3,202
2,071
675
3,149
9,097
The increase of trade receivables overdue but not impaired by more than two months amounting to \u20ac0.3 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 \u20ac0.7 million compared to FY2024 balance. Other receivables include amounts due from employees or other counterparties. The Group assesses the credit risk of these balances at the reporting date and, where relevant, applies expected credit loss provisions in accordance with IFRS 9. Given the nature and low value of these receivables, management considers the credit risk to be low, and no material adjustments have been required in the current period. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-340": { "value": "
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\u2019s 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).
Interest rate risk As at 31 December 2025, 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 \u20ac3.6 million and with Atempo Growth for \u20ac11.6 million. An increase of Euribor of 1% has a negative impact on the profit and loss of the Group of roughly \u20ac0.2 million, not significant for Group purposes. As at 31 December 2024, an increase of Euribor of 1% has an impact on the profit and loss of the Group of roughly \u20ac0.2 million, which is not significant for Group purposes. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-341": { "value": "
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 analyses on a regular basis. For details of how events since the 31 December 2025 have impacted our liquidity risk, please refer to Note 25\u2013 Post-Balance Sheet Events.
During 2023, the Group entered into a loan with Atempo Growth, a venture capital company specialised in financing tech groups, obtaining net \u20ac4.6 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 was strengthened with two new loans for a total amount of \u20ac10 million from Atempo Growth, building on the initial \u20ac5 million loan facility agreement secured in October 2023. Terms of
such loans are disclosed in Note 19 \u2013 Current and Non-Current Financial Liabilities. In December 2025, the Group secured a new \u20ac3 million loan with Atempo Growth, which was injected in January 2026. Regarding the collateral pledged
in connection with the Atempo loan facility (as further detailed in Note 19), the Group has assessed the impact on its financial risk management framework. Specifically, the pledges over cash and other assets do not impose restrictive
covenants that limit the Group\u2019s ability to utilize these bank balances or assets for its day-to-day operational requirements. Consequently, the Group considers that these pledges do not significantly restrict asset availability or adversely
impact the Group\u2019s liquidity risk profile.
Following such operations and the cash burn recorded during the year, as of 31 December 2025, the total amount of financial liabilities is \u20ac15.5 million compared to \u20ac19.9 million as of 31 December 2024. In December 2025, MotorK
obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the
year-end. The next testing date will be 31 December 2026.
The following table provides an analysis of financial liabilities by due date, based on contractual repayment obligations, as at 31 December 2025 and 2024:
As at 31 December 2025 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
7,8 41
9,792
-
17,633
15,653
Lease liabilities
1,101
1,772
-
2,873
2,624
Trade and other payables
8,868
-
-
8,868
8,868
Total
17,810
11,564
-
29,374
27,145
As at 31 December 2024 2\u20135 Carrying
\u20ac\u2019000 within 1 year
years
Over 5 years
Contract value
amount
Financial liabilities
24,230
257
\u2013
24,487
20,427
Lease liabilities
1,277
2,236
191
3,704
3,337
Trade and other payables
8,803
\u2013
\u2013
8,803
8,803
Total
34,310
2,493
191
36,994
32,567
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-375": { "value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial assets at amortised cost
Non-current assets \u2013 security deposit
257
242
Trade receivables
9,097
11,170
Other receivables
315
308
Cash on hand and cash at banks
3,656
3,362
Total
13,325
15,082
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. For non-current security deposits, although these instruments are not short-term in nature, the difference between carrying amount and fair value is not material, as the impact of discounting future cash flows at current market rates is insignificant. There are no material differences between the carrying value and the fair value of non-current assets \u2013 security deposit. Trade receivables are stated net of provision for impairment. See Note 16 for disclosure in respect of overdue trade receivables.
17.\u2002CASH ON HAND AND CASH AT BANKS
The caption Cash on hand and cash at banks amounting to \u20ac3.7 million (\u20ac3.4 million as at 31 December
2024) is related to cash available in bank accounts of the Group subsidiaries. The amount includes \u20ac0.2
million of cash deposited onto prepaid cards used by employees as petty cash as at 31 December 2025 (\u20ac0.2
million as at 31 December 2024).
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.
Atempo financial loan has been secured against MotorK Italia S.r.l.\u2019s main bank accounts.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-360": { "value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial assets at amortised cost
Non-current assets \u2013 security deposit
257
242
Trade receivables
9,097
11,170
Other receivables
315
308
Cash on hand and cash at banks
3,656
3,362
Total
13,325
15,082
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. For non-current security deposits, although these instruments are not short-term in nature, the difference between carrying amount and fair value is not material, as the impact of discounting future cash flows at current market rates is insignificant. There are no material differences between the carrying value and the fair value of non-current assets \u2013 security deposit. Trade receivables are stated net of provision for impairment. See Note 16 for disclosure in respect of overdue trade receivables.
16.\u2002TRADE AND OTHER RECEIVABLES
Trade and other receivables are shown in the following table:
\u20ac\u2019000
2025
2024
Trade receivables
9,097
11,170
Prepayments
552
995
Other receivables
315
308
VAT receivables
1,067
645
Corporate Tax receivables
716
860
Total trade and other receivables
11,747
13,978
Trade and other receivables
Trade receivables as at 31 December 2025 amounted to \u20ac9.1 million compared to \u20ac11.2 million as at
31 December 2024.
As at 31 December 2025, trade receivables of \u20ac6 million (\u20ac6.1 million as at 31 December 2024) were overdue
but not impaired (of which \u20ac2.7 million by less than two months and \u20ac3.2 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
decrease of overdue receivables not impaired amount to \u20ac0.2 million. As above mentioned, such increase
is mainly related to the increase of business with OEM with an average higher DSO compared to the retail
market.
The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad
debt provision.
Movements in the impairment allowance for trade receivables are as follows:
\u20ac\u2019000
2025
2024
As at 1 January
2,490
1,131
Increase during the year
662
1,359
As at 31 December
3,152
2,490
Prepayments include mainly invoices for software and hosting received in FY2025 related to costs of FY2026. Tax receivables mainly include the R&D tax grants recognised by Italian tax authorities in relation to R&D expenses for \u20ac0.5 million (\u20ac0.7 million as at 31 December 2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-342": { "value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial assets at amortised cost
Non-current assets \u2013 security deposit
257
242
Trade receivables
9,097
11,170
Other receivables
315
308
Cash on hand and cash at banks
3,656
3,362
Total
13,325
15,082
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. For non-current security deposits, although these instruments are not short-term in nature, the difference between carrying amount and fair value is not material, as the impact of discounting future cash flows at current market rates is insignificant. There are no material differences between the carrying value and the fair value of non-current assets \u2013 security deposit. Trade receivables are stated net of provision for impairment. See Note 16 for disclosure in respect of overdue trade receivables. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-389": { "value": "Financial liabilities The following table show financial liabilities by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were measured at FVTPL (please refer to the paragraph on the next page). The remaining part of Current and Non-current financial liabilities and current and Non-current lease liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair values, this is because they bear interest at rates that are broadly consistent with current market rates for similar instruments, and therefore no significant difference arises between carrying amount and fair value. Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts approximate their fair values. 18.\u2002TRADE AND OTHER PAYABLES AND TAX PAYABLE Trade and other payables include:
\u20ac\u2019000
2025
2024
Trade payables
1,800
1,675
Accruals
1,963
1,660
Total trade payables
3,763
3,335
Other payables including tax and social security payments
7,768
7,957
Total current trade and other payables
11,531
11,292
Trade payables amount to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.7 million as at 31 December 2024. Accruals include invoices to be received for service rendered in 2025 and liabilities towards employees for bonuses to be paid. The amount is in line with the balance as at 31 December 2024. Other payables amounting to \u20ac7.8 million as at 31 December 2025 (\u20ac7.9 million as at 31 December 2024) includes: \u25a0 contract liabilities of \u20ac2.7 million (\u20ac2.5 million as at 31 December 2024). During FY2025, contract liabilities increased by \u20ac2.7 million, while \u20ac2.5 million included in the opening balance was recognised as revenue during the year. During FY2024, contract liabilities increased by \u20ac2.5 million, while \u20ac2.8 million included in the opening balance was recognised as revenue during the year; \u25a0 emoluments to be paid to the Directors of \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024); \u25a0 other liabilities towards employees and related social security charges of approximately \u20ac4.5 million (\u20ac4.7 million as at 31 December 2024). Decrease of the year is mainly related to the reduction of average of FTE within the Group; and \u25a0 other minor liabilities of \u20ac0.4 million (\u20ac0.4 million as at 31 December 2024).
\u20ac\u2019000
2025
2024
Corporate tax liabilities
718
875
VAT liabilities
4,338
2,919
Total tax payable
5,056
3,794
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 FY2025 that will be paid in FY2026. 19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290 bps margin on Euribor and provides the following financial covenants to be tested annually, starting from December 2022: \u25a0 leverage ratio (net financial position/EBITDA); and \u25a0 gearing ratio (net financial position/net equity). 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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements, amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025. No financial covenants were attached to the facility. The loan in place with SACE-Simest for \u20ac0.3 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. In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with Atempo Growth for a total amount of \u20ac9.3 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. A cross- default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth are split according to their contractual maturities. Other financial liabilities Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for \u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million. The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l. ** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of other non-material non-cash movements. *** Comprises the payment of the considerations related to the acquisition of FusionIT NV .
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 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 2025, the expense relating
to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in
FY2024).
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\u2019s 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
\u20ac\u2019000 buildings
vehicles
Total
Lease liabilities
As at 1 January 2024
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)
\u2013
(20)
Interest expense
150
42
192
As at 31 December 2024
2,692
645
3,337
Cash items:
Lease payments
(903)
(494)
(1,397)
Non-cash items:
New leases in the year
202
471
673
Reduction for disposal of lease
(59)
(64)
(123)
Interest expense
106
28
134
As at 31 December 2025
2,038
586
2,624
The following table provides details of the Group\u2019s lease liabilities:
As at 31 December
\u20ac\u2019000
2025
2024
Repayables as follows:
Under or equal to 1 year
1,005
1,141
> 1\u20135 years
1,619
2,009
Greater than 5 years
-
187
Total
2,624
3,337
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-386": { "value": "Financial liabilities The following table show financial liabilities by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were measured at FVTPL (please refer to the paragraph on the next page). The remaining part of Current and Non-current financial liabilities and current and Non-current lease liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair values, this is because they bear interest at rates that are broadly consistent with current market rates for similar instruments, and therefore no significant difference arises between carrying amount and fair value. Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts approximate their fair values. 19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290 bps margin on Euribor and provides the following financial covenants to be tested annually, starting from December 2022: \u25a0 leverage ratio (net financial position/EBITDA); and \u25a0 gearing ratio (net financial position/net equity). 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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements, amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025. No financial covenants were attached to the facility. The loan in place with SACE-Simest for \u20ac0.3 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. In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with Atempo Growth for a total amount of \u20ac9.3 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. A cross- default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth are split according to their contractual maturities. Other financial liabilities Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for \u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million. The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l. ** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of other non-material non-cash movements. *** Comprises the payment of the considerations related to the acquisition of FusionIT NV . 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 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 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). 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\u2019s 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
\u20ac\u2019000 buildings
vehicles
Total
Lease liabilities
As at 1 January 2024
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)
\u2013
(20)
Interest expense
150
42
192
As at 31 December 2024
2,692
645
3,337
Cash items:
Lease payments
(903)
(494)
(1,397)
Non-cash items:
New leases in the year
202
471
673
Reduction for disposal of lease
(59)
(64)
(123)
Interest expense
106
28
134
As at 31 December 2025
2,038
586
2,624
The following table provides details of the Group\u2019s lease liabilities:
As at 31 December
\u20ac\u2019000
2025
2024
Repayables as follows:
Under or equal to 1 year
1,005
1,141
> 1\u20135 years
1,619
2,009
Greater than 5 years
-
187
Total
2,624
3,337
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-376": { "value": "Financial liabilities The following table show financial liabilities by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were measured at FVTPL (please refer to the paragraph on the next page). The remaining part of Current and Non-current financial liabilities and current and Non-current lease liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair values, this is because they bear interest at rates that are broadly consistent with current market rates for similar instruments, and therefore no significant difference arises between carrying amount and fair value. Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts approximate their fair values. 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 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 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). 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\u2019s 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
\u20ac\u2019000 buildings
vehicles
Total
Lease liabilities
As at 1 January 2024
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)
\u2013
(20)
Interest expense
150
42
192
As at 31 December 2024
2,692
645
3,337
Cash items:
Lease payments
(903)
(494)
(1,397)
Non-cash items:
New leases in the year
202
471
673
Reduction for disposal of lease
(59)
(64)
(123)
Interest expense
106
28
134
As at 31 December 2025
2,038
586
2,624
The following table provides details of the Group\u2019s lease liabilities:
As at 31 December
\u20ac\u2019000
2025
2024
Repayables as follows:
Under or equal to 1 year
1,005
1,141
> 1\u20135 years
1,619
2,009
Greater than 5 years
-
187
Total
2,624
3,337
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-361": { "value": "Financial liabilities The following table show financial liabilities by category, as defined by IFRS 9, as at 31 December 2025 and 2024:
\u20ac\u2019000
2025
2024
Financial liabilities
Trade and other payables
8,868
8,803
Current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
Total
27,145
32,567
FY2024 Current financial liabilities include contingent consideration for an amount of \u20ac0.4 million that were measured at FVTPL (please refer to the paragraph on the next page). The remaining part of Current and Non-current financial liabilities and current and Non-current lease liabilities are measured at amortised cost using the effective interest rate method. The carrying amounts of Current and Non-current financial liabilities, current and Non-current lease liabilities approximate their fair values, this is because they bear interest at rates that are broadly consistent with current market rates for similar instruments, and therefore no significant difference arises between carrying amount and fair value. Trade payables, other payables and accruals are short-term in nature; accordingly, their carrying amounts approximate their fair values. 18.\u2002TRADE AND OTHER PAYABLES AND TAX PAYABLE Trade and other payables include:
\u20ac\u2019000
2025
2024
Trade payables
1,800
1,675
Accruals
1,963
1,660
Total trade payables
3,763
3,335
Other payables including tax and social security payments
7,768
7,957
Total current trade and other payables
11,531
11,292
Trade payables amount to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.7 million as at 31 December 2024. Accruals include invoices to be received for service rendered in 2025 and liabilities towards employees for bonuses to be paid. The amount is in line with the balance as at 31 December 2024. Other payables amounting to \u20ac7.8 million as at 31 December 2025 (\u20ac7.9 million as at 31 December 2024) includes: \u25a0 contract liabilities of \u20ac2.7 million (\u20ac2.5 million as at 31 December 2024). During FY2025, contract liabilities increased by \u20ac2.7 million, while \u20ac2.5 million included in the opening balance was recognised as revenue during the year. During FY2024, contract liabilities increased by \u20ac2.5 million, while \u20ac2.8 million included in the opening balance was recognised as revenue during the year; \u25a0 emoluments to be paid to the Directors of \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024); \u25a0 other liabilities towards employees and related social security charges of approximately \u20ac4.5 million (\u20ac4.7 million as at 31 December 2024). Decrease of the year is mainly related to the reduction of average of FTE within the Group; and \u25a0 other minor liabilities of \u20ac0.4 million (\u20ac0.4 million as at 31 December 2024).
\u20ac\u2019000
2025
2024
Corporate tax liabilities
718
875
VAT liabilities
4,338
2,919
Total tax payable
5,056
3,794
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 FY2025 that will be paid in FY2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-343": { "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 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability. Contingent considerations, classified within current financial liabilities, is nil in FY2025 (\u20ac0.4 million in FY2024). 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 remeasured at each reporting period with the change in fair value being recognised in profit and loss. The fair value remeasurement for contingent consideration for FY2025 was \u20ac0.2 million recognised within the remeasurement of the contingent consideration at FVTPL line item (refer to Note 10 for further details) in Consolidated Statement of Profit and Loss and Other Comprehensive Income and within the Remeasurement of the contingent consideration at FVTPL line item within the Operating activities of the Consolidated Statement of Cash Flows (\u20ac0.9 million in FY2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-308": { "value": "
9.\u2002REVENUE
Group revenue for the year ended 31 December 2025 amounted to \u20ac40.9 million, up 2% year-on-year (\u20ac40.3
million as at 31 December 2024).
Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and
Operating Review for further revenue disaggregation which is helpful in understanding the performance of the Group.
For the year ended 31 December 2025
SaaS Digital Other
\u20ac\u2019000 platform marketing
revenues
Total
Revenues by country
Italy
19,384
6,799
1,411
27,594
Spain
3,004
292
301
3,597
France
4,937
-
117
5,054
Germany
2,111
-
8
2,119
Benelux
1,587
972
19
2,578
Total
31,023
8,063
1,856
40,942
For the year ended 31 December 2024
SaaS Digital Other
\u20ac\u2019000 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
Revenues related to SaaS platform contracts amounts to \u20ac31 million as at 31 December 2025, compared
with \u20ac30.1 million as at 31 December 2024. Such revenues are mainly related of the following three products:
\u25a0 WebSparK, the web module with high technical and design standards and more than 140 functionalities
specifically developed for the automotive sector.
\u25a0 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.
\u25a0 LeadSparK, a customisable lead management, CRM and marketing automation system module,
specifically developed to help dealerships and car manufacturers.
SaaS platform revenues are recognised on the basis of a single performance obligation satisfied over time.
Digital marketing revenues amounting to \u20ac8.1 million as at 31 December 2025, compared with \u20ac8.7 million as
at 31 December 2024, are related to services for the dealer in order to acquire enhanced online traffic.
Other revenues amounting to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.5 million as at
31 December 2024, mainly include \u20ac0.6 million (\u20ac0.6 million in FY2024) related to some services provided to
OEM customers not identifiable with the previous categories.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-362": { "value": "9.\u2002REVENUE Group revenue for the year ended 31 December 2025 amounted to \u20ac40.9 million, up 2% year-on-year (\u20ac40.3 million as at 31 December 2024). Disaggregation of revenue The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and Operating Review for further revenue disaggregation which is helpful in understanding the performance of the Group.
For the year ended 31 December 2025
SaaS Digital Other
\u20ac\u2019000 platform marketing
revenues
Total
Revenues by country
Italy
19,384
6,799
1,411
27,594
Spain
3,004
292
301
3,597
France
4,937
-
117
5,054
Germany
2,111
-
8
2,119
Benelux
1,587
972
19
2,578
Total
31,023
8,063
1,856
40,942
For the year ended 31 December 2024
SaaS Digital Other
\u20ac\u2019000 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
Revenues related to SaaS platform contracts amounts to \u20ac31 million as at 31 December 2025, compared with \u20ac30.1 million as at 31 December 2024. Such revenues are mainly related of the following three products: \u25a0 WebSparK, the web module with high technical and design standards and more than 140 functionalities specifically developed for the automotive sector. \u25a0 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. \u25a0 LeadSparK, a customisable lead management, CRM and marketing automation system module, specifically developed to help dealerships and car manufacturers. SaaS platform revenues are recognised on the basis of a single performance obligation satisfied over time. Digital marketing revenues amounting to \u20ac8.1 million as at 31 December 2025, compared with \u20ac8.7 million as at 31 December 2024, are related to services for the dealer in order to acquire enhanced online traffic. Other revenues amounting to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.5 million as at 31 December 2024, mainly include \u20ac0.6 million (\u20ac0.6 million in FY2024) related to some services provided to OEM customers not identifiable with the previous categories.", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-377": { "value": "Disaggregation of revenue The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and Operating Review for further revenue disaggregation which is helpful in understanding the performance of the Group.
For the year ended 31 December 2025
SaaS Digital Other
\u20ac\u2019000 platform marketing
revenues
Total
Revenues by country
Italy
19,384
6,799
1,411
27,594
Spain
3,004
292
301
3,597
France
4,937
-
117
5,054
Germany
2,111
-
8
2,119
Benelux
1,587
972
19
2,578
Total
31,023
8,063
1,856
40,942
For the year ended 31 December 2024
SaaS Digital Other
\u20ac\u2019000 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
Revenues related to SaaS platform contracts amounts to \u20ac31 million as at 31 December 2025, compared with \u20ac30.1 million as at 31 December 2024. Such revenues are mainly related of the following three products: \u25a0 WebSparK, the web module with high technical and design standards and more than 140 functionalities specifically developed for the automotive sector. \u25a0 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. \u25a0 LeadSparK, a customisable lead management, CRM and marketing automation system module, specifically developed to help dealerships and car manufacturers. SaaS platform revenues are recognised on the basis of a single performance obligation satisfied over time. Digital marketing revenues amounting to \u20ac8.1 million as at 31 December 2025, compared with \u20ac8.7 million as at 31 December 2024, are related to services for the dealer in order to acquire enhanced online traffic. Other revenues amounting to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.5 million as at 31 December 2024, mainly include \u20ac0.6 million (\u20ac0.6 million in FY2024) related to some services provided to OEM customers not identifiable with the previous categories.", "dimensions": { "concept": "ifrs-full:DisclosureOfDisaggregationOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-344": { "value": "Disaggregation of revenue The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and Operating Review for further revenue disaggregation which is helpful in understanding the performance of the Group.
For the year ended 31 December 2025
SaaS Digital Other
\u20ac\u2019000 platform marketing
revenues
Total
Revenues by country
Italy
19,384
6,799
1,411
27,594
Spain
3,004
292
301
3,597
France
4,937
-
117
5,054
Germany
2,111
-
8
2,119
Benelux
1,587
972
19
2,578
Total
31,023
8,063
1,856
40,942
For the year ended 31 December 2024
SaaS Digital Other
\u20ac\u2019000 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
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeographicalAreasExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-309": { "value": "
10.\u2002GROUP OPERATING LOSS
Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in
order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas.
The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401
in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019
Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3
million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million
in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019
compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based
Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option
plan cost are considered non-recurring costs 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 on page 35).
FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on
a straight-line basis as required by the mechanism in place with the previous shareholders of the companies
acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees
leave the Group. This is not considered as part of consideration paid but as remuneration for
post-combination services. Please refer to Note 5 for further information.
Other operating expenses financial statement line includes mainly:
\u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately
\u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024);
\u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024);
\u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024);
\u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024);
\u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024);
\u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024);
\u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not
strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended
31 December 2024); and
\u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended
31 December 2024).
Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended
31 December 2024) is consequently due to the fact that the target for the payments of the considerations
was not achieved.
Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring
costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent
consideration at FVTPL (as disclosed above).
The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand).
Amortisation and depreciation expenses includes:
\u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025
(\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and
\u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5
million for the year ended 31 December 2024)
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-387": { "value": "10.\u2002GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas. The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401 in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019 Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3 million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019 compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option plan cost are considered non-recurring costs 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 on page 35). FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on a straight-line basis as required by the mechanism in place with the previous shareholders of the companies acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees leave the Group. This is not considered as part of consideration paid but as remuneration for post-combination services. Please refer to Note 5 for further information. Other operating expenses financial statement line includes mainly: \u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024); \u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024); \u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024); \u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024); \u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended 31 December 2024); and \u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended 31 December 2024). Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended 31 December 2024) is consequently due to the fact that the target for the payments of the considerations was not achieved. Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent consideration at FVTPL (as disclosed above). The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-384": { "value": "10.\u2002GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas. The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401 in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019 Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3 million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019 compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option plan cost are considered non-recurring costs 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 on page 35). FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on a straight-line basis as required by the mechanism in place with the previous shareholders of the companies acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees leave the Group. This is not considered as part of consideration paid but as remuneration for post-combination services. Please refer to Note 5 for further information. Other operating expenses financial statement line includes mainly: \u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024); \u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024); \u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024); \u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024); \u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended 31 December 2024); and \u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended 31 December 2024). Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended 31 December 2024) is consequently due to the fact that the target for the payments of the considerations was not achieved. Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent consideration at FVTPL (as disclosed above). The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) Development costs Development costs amounting to \u20ac15.2 million as at 31 December 2025 (\u20ac16.9 million as at 31 December 2024) 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: \u25a0 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; and \u25a0 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 2026\u2013 2030. The results of the impairment test did not reveal any impairment loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-378": { "value": "10.\u2002GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas. The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401 in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019 Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3 million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019 compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option plan cost are considered non-recurring costs 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 on page 35). FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on a straight-line basis as required by the mechanism in place with the previous shareholders of the companies acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees leave the Group. This is not considered as part of consideration paid but as remuneration for post-combination services. Please refer to Note 5 for further information. Other operating expenses financial statement line includes mainly: \u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024); \u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024); \u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024); \u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024); \u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended 31 December 2024); and \u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended 31 December 2024). Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended 31 December 2024) is consequently due to the fact that the target for the payments of the considerations was not achieved. Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent consideration at FVTPL (as disclosed above). The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-363": { "value": "10.\u2002GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas. The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401 in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019 Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3 million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019 compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option plan cost are considered non-recurring costs 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 on page 35). FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on a straight-line basis as required by the mechanism in place with the previous shareholders of the companies acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees leave the Group. This is not considered as part of consideration paid but as remuneration for post-combination services. Please refer to Note 5 for further information. Other operating expenses financial statement line includes mainly: \u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024); \u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024); \u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024); \u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024); \u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended 31 December 2024); and \u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended 31 December 2024). Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended 31 December 2024) is consequently due to the fact that the target for the payments of the considerations was not achieved. Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent consideration at FVTPL (as disclosed above). The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-390": { "value": "Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000
2025
2024
Cost for customers\u2019 media services
7,858
8,144
Personnel costs
26,108
26,690
R&D capitalisation
(6,563)
(8,278)
Other operating costs
11,907
14,284
Remeasurement of the contingent consideration at FVTPL
(187)
(890)
Provision for bad debts
662
1,359
Amortisation and depreciation
10,669
9,990
Total costs
50,454
51,299
Development costs Development costs amounting to \u20ac15.2 million as at 31 December 2025 (\u20ac16.9 million as at 31 December 2024) 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: \u25a0 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; and \u25a0 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 2026\u2013 2030. The results of the impairment test did not reveal any impairment loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-345": { "value": "Personnel costs, including Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000
2025
2024
Wages and salaries
17,587
19,729
Social security costs
5,723
6,030
Employee benefit pension cost
412
469
Severance indemnity
862
1,374
Earn-out costs
-
(1,550)
Stock option plan cost
1,524
638
Total
26,108
26,690
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\u2019s decision not to replace leavers in order to leverage synergies and improve operational efficiency, and targeted redundancies in certain areas. The average number of employees (directly employed by the subsidiaries of the Group) in FY2025 is 342 (401 in FY2024). The average number of employees categorised by department are shown in the following table:
2025
2024
General Management
9
8
Finance
22
19
HR
10
12
Office Management
4
5
Operations
103
132
Sales
64
85
Product & Marketing
31
44
Technology
99
96
Total
342
401
Wages and salaries include the Directors\u2019 emoluments paid in 2025 (full details are given in the Directors\u2019 Remuneration Report on pages 61-74). The emolument of the highest paid Director was \u20ac0.8 million (\u20ac0.3 million in FY2024), split by \u20ac0.3 million (\u20ac0.2 million in FY2024) of salary and fees, \u20ac0.1 million (\u20ac0.1 million in FY2024) of pension-related benefits, and \u20ac0.4 million of stock options granted (null in FY2024). Directors\u2019 compensations are shown in the following table:
\u20ac\u2019000
2025
2024
Salary and fees
549
535
Taxable benefits
3
3
Pension-related benefits
91
88
Annual bonus
-
-
Stock options granted
997
-
Total
1,640
626
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 \u2013 Share-based Payment. Further details are provided in Note 23. Severance indemnity, earn-out payments and stock option plan cost are considered non-recurring costs 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 on page 35). FY2024 earn-out costs are related to post-combination remuneration settled in cash which are accrued on a straight-line basis as required by the mechanism in place with the previous shareholders of the companies acquired in 2021 and 2022. These are automatically terminated, and the costs reversed, if key employees leave the Group. This is not considered as part of consideration paid but as remuneration for post-combination services. Please refer to Note 5 for further information. Other operating expenses financial statement line includes mainly: \u25a0 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac2.7 million (\u20ac3.7 million for the year ended 31 December 2024); \u25a0 software costs of \u20ac1.5 million (\u20ac3.3 million for the year ended 31 December 2024); \u25a0 server costs of\u20ac1.9 million (\u20ac2 million for the year ended 31 December 2024); \u25a0 travel costs of \u20ac0.5 million (\u20ac0.8 million for the year ended 31 December 2024); \u25a0 event costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 insurance costs of \u20ac0.2 million (\u20ac0.3 million for the year ended 31 December 2024); \u25a0 one-off costs incurred for one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group of \u20ac0.8 million (\u20ac0.9 million for the year ended 31 December 2024); and \u25a0 other costs not included in the above categories of \u20ac4.1 million (\u20ac4.3 million for the year ended 31 December 2024). Remeasurement of the contingent consideration at FVTPL of \u20ac0.2 million (\u20ac0.9 million for the year ended 31 December 2024) is consequently due to the fact that the target for the payments of the considerations was not achieved. Adjusted EBITDA is calculated as follows: operating loss plus amortisation, depreciation, non-recurring costs, severance indemnity, stock option plan cost, earn-out costs and remeasurement of the contingent consideration at FVTPL (as disclosed above). ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-346": { "value": "The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000
2025
2024
Audit of the Group\u2019s financial statements\u00b9
247
241
1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) ", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-391": { "value": "1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF \u2013 \u20ac4 thousand (2024 : \u20ac4 thousand). Amortisation and depreciation expenses includes: \u25a0 amortisation of intangible assets of approximately \u20ac9.3 million for the year ended 31 December 2025 (\u20ac8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and \u25a0 depreciation of tangible assets for approximately \u20ac1.4 million for the year ended 31 December 2025 (\u20ac1.5 million for the year ended 31 December 2024) 14.\u2002PROPERTY, PLANT AND EQUIPMENT
Leasehold land Fixtures Motor Computer Right-of-use
\u20ac\u2019000 and buildings and fittings vehicles equipment
assets
Total
Cost
As at 1 January 2024
409
209
34
715
8,555
9,922
Additions
\u2013
15
\u2013
12
278
305
Disposals
\u2013
\u2013
\u2013
\u2013
(96)
(96)
As at 31 December 2024
409
224
34
727
8,737
10,131
Additions
\u2013
\u2013
\u2013
14
673
687
Disposals
\u2013
\u2013
\u2013
\u2013
(264)
(264)
As at 31 December 2025
409
224
34
741
9,146
10,554
Accumulated depreciation
As at 1 January 2024
343
108
18
414
4,482
5,365
Charge for the year
10
23
12
109
1,311
1,465
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(78)
(78)
As at 31 December 2024
353
131
30
523
5,715
6,752
Charge for the year
10
21
3
97
1,242
1,373
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(151)
(151)
As at 31 December 2025
363
152
33
620
6,806
7,974
Net book value
As at 1 January 2024
66
101
16
301
4,073
4,557
As at 31 December 2024
56
93
4
204
3,022
3,379
As at 31 December 2025
46
72
1
121
2,340
2,58 0
Right-of-use assets amounting to \u20ac2.3 million as at 31 December 2025 (\u20ac3 million as at 31 December 2024) 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 \u20ac0.7 million is due to the following offsetting reasons: \u20ac0.5 million is mainly related to new car leases net of \u20ac1.2 million of depreciation booked during the year. Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2025 (\u20ac0.6 million as of 31 December 2024) and to (ii) office rental for \u20ac1.7 million as of 31 December 2025 (\u20ac2.4 million as of 31 December 2024). Total depreciation of the year amount to \u20ac1.2 million (\u20ac1.3 million in FY2024) of which \u20ac0.7 million (\u20ac0.8 million in FY2024) related to office rental and \u20ac0.5 million (\u20ac0.5 million in FY2024) related to automobiles. In 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-310": { "value": "
11.\u2002FINANCE INCOME AND EXPENSE
Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in
FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing
arrangements that commenced during the course of 2024.
Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-388": { "value": "11.\u2002FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing arrangements that commenced during the course of 2024. Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-385": { "value": "11.\u2002FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing arrangements that commenced during the course of 2024. Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-379": { "value": "11.\u2002FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing arrangements that commenced during the course of 2024. Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-364": { "value": "11.\u2002FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing arrangements that commenced during the course of 2024. Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-347": { "value": "11.\u2002FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables:
\u20ac\u2019000
2025
2024
Other financial income
6
110
Interest received on bank deposits
-
85
Gain on foreign exchange
-
27
Total finance income
6
222
\u20ac\u2019000
2025
2024
Bank loans
282
551
Loss on foreign exchange
205
90
Other loans
1,587
1,322
Net interest expense on defined benefit pension scheme
73
69
Other finance expense
208
281
Total finance expense
2,355
2,313
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 \u20ac1.5 million (\u20ac1.2 million in FY2024). The year-on-year increase in interest expense reflects the full-year accrual of interest on financing arrangements that commenced during the course of 2024. Other finance expense includes mainly the interests related to the application of IFRS 16 \u2013 Leases.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-311": { "value": "
12.\u2002CORPORATE INCOME TAX
Corporate income taxes are shown in the following table:
\u20ac\u2019000
2025
2024
Current tax for the year\u00b9
756
913
R&D tax grants
(329)
(658)
Total current tax
427
255
Origination and reversal of temporary differences
(267)
(259)
Total deferred tax
(267)
(259)
Corporate income tax
160
(4)
1 Previously, \u2018Foreign subsidiaries\u2019 income taxes\u2019 was reported as a separate line item. For the current year, this line has been combined with \u2018Current
tax for the year\u2019 to present all current tax charges in a single line.
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.
Current tax for the year include the accrual for corporate income taxes to be paid mainly in France, Portugal,
Germany and Spain.
The Group has estimated trading losses carried forward in the UK for an amount of approximately \u20ac12
million (\u20ac10.9 million in FY2024), in Italy for an amount of approximately \u20ac70.5 million (\u20ac59.4 million in
FY2024), in Belgium for an amount of approximately \u20ac3 million (\u20ac3.3 million in FY2024), and in Israel for an
amount of approximately \u20ac0.5 million (\u20ac0.6 million in FY2024). 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 \u20ac25.6 million, \u20ac23.6 million of which arising from unrecognised trading losses (\u20ac21.9 million
in FY2024, \u20ac20.3 million of which arising from unrecognised tax losses) have not been recognised due to
the uncertainty in the timing in which such loss will be utilised. For further detail, please refer to Note 21 -
Deferred tax liabilities.
The income taxes for the year are reconciled with the theoretical tax burden in the following table:
Restated
\u20ac\u2019000
2025
2024*
Loss before tax
(11,859)
(13,057)
Tax using the Company\u2019s domestic tax rate of 25.0% (25.0% in 2024)
(2,965)
(3,264)
R&D expenditure credit
(329)
(658)
Effect of overseas tax rates
79
47
Movement in unrecognised deferred tax assets
3,450
3,696
Unrecognised tax losses utilised
(87)
(68)
Non-deductible expenses/non-taxable income
(104)
244
Adjustments in respect of prior periods
116
(1)
Total tax charge/(credit)
160
(4)
* FY2024 column has been restated. Please refer to Note 5 - Prior period restatement - Income and deferred taxation disclosures.
21.\u2002DEFERRED TAX LIABILITIES
Deferred tax 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 FY2025 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,242
1,242
272
Employee benefits liabilities
-
24
24
(5)
Leases
(396)
396
-
-
Total
(396)
1,662
1,266
267
The movement of FY2024 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,514
1,514
272
Employee benefits liabilities
-
19
19
(13)
Leases
(515)
515
-
-
Total
(515)
2,048
1,533
259
A deferred tax asset has not been recognised for the following table. The unused tax losses must be utilised by 31 December 2031. The deductible temporary differences can be carried forward indefinitely.
2025
Restated 2024*
Tax losses Unrecognised Tax losses Unrecognised
and Other deferred and Other deferred
\u20ac\u2019000 tax credits tax assets tax credits tax assets
Assessed losses in UK, Italy, FusionIT and
Israel
86,070
23,612
74,273
20,280
Interest restricted (Corporate Interest
Restriction rules) carried forward
7,108
1,990
5,455
1,527
Temporary differences on lease liabilities
-
52
-
54
Total
93,178
25,654
79,728
21,861
* FY2024 amounts have been restated. Please refer to Note 5 - Prior period restatement - Income and deferred taxation disclosures.", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-312": { "value": "
13.\u2002INTANGIBLE ASSETS
Details of intangible assets increase and decrease for the years ended 31 December 2025 and 2024 are provided in the following table:
Development
Customer costs and
\u20ac\u2019000
relationships
Trademark
software
Goodwill
Total
Cost
As at 1 January 2024
7,057
1,462
37,490
23,772
69,781
Additions \u2013 internally generated
\u2013
\u2013
8,278
\u2013
8,278
Additions
\u2013
\u2013
105
\u2013
105
As at 31 December 2024
7,057
1,462
45,873
23,772
78,164
Additions \u2013 internally generated
\u2013
\u2013
6,563
\u2013
6,563
Additions
\u2013
\u2013
158
\u2013
158
As at 31 December 2025
7,057
1,462
52,594
23,772
84,885
Accumulated amortisation and impairment
As at 1 January 2024
1,573
324
21,407
\u2013
23,304
Charge for the year
702
237
7, 586
\u2013
8,525
As at 31 December 2024
2,275
561
28,993
\u2013
31,829
Charge for the year
702
236
8,358
\u2013
9,296
As at 31 December 2025
2,977
797
37,351
\u2013
41,125
Net book value
As at 1 January 2024
5,484
1,138
16,083
23,772
46,477
As at 31 December 2024
4,782
901
16,880
23,772
46,335
As at 31 December 2025
4,080
665
15,243
23,772
43,760
Customer relationships
Customer relationships amounted to \u20ac4.1 million as at 31 December 2025 (\u20ac4.8 million as at 31 December
2024). The decrease is related to amortisation in the year of \u20ac0.7 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 \u20ac0.7 million as at 31 December 2025 (\u20ac0.9 million as at 31 December 2024) and
related to the fair value allocated using the Relief-from-Royalty method for part of the consideration paid for
the acquisition of GestionaleAuto.com S.r.l.. The decrease is related to amortisation in the year of \u20ac0.2 million.
Atempo financial loan has been secured against MotorK Italia S.r.l.\u2019s trademarks.
Development costs
Development costs amounting to \u20ac15.2 million as at 31 December 2025 (\u20ac16.9 million as at 31 December
2024) 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:
\u25a0 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; and
\u25a0 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 2026\u2013
2030. The results of the impairment test did not reveal any impairment loss.
Goodwill
Carrying value of the Goodwill in the Consolidated Financial Statements as at 31 December 2025 amounts
to \u20ac23.8 million (\u20ac23.8 million as at 31 December 2024).
In accordance with IAS 36 \u2013 Impairment of Assets, 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 of disposal (FVLCD) and its value
in use. For the purposes of assessing the recoverability of goodwill recognised within intangible assets,
the Group has identified a single cash-generating unit (\u201cCGU\u201d) encompassing all of the Group\u2019s operating
activities. This approach is consistent with the Group\u2019s operating segments and reflects the lowest level at
which goodwill is monitored for internal management purposes.
The recoverable amount of the CGU is determined using FVLCD calculation, being higher than the value in
use.
Management assessed the FVLCD using a market-based valuation approach based on an EV/Revenue
multiple derived from a selection of comparable listed companies operating in the same industry and
benchmarked these with group\u2019s market capitalisation. Inputs used in valuation is level 2 \u2013 observable inputs
- revenue multiple of similar listed business. Key assumption considered in the FVLCD are:
\u25a0 EV/Revenue multiple of 2.9x. The selected multiple reflects current market conditions at the reporting
date and considers factors such as growth prospects, profitability, size, and risk profile of the CGU
compared to the peer group. Management has selected the median revenue multiple of comparable
publicly listed companies instead of EBITDA multiple as the most appropriate primary valuation anchor
for the following reasons:
\u25a0 SaaS-Specific Focus: As a SaaS provider, MotorK\u2019s value is driven by its Committed Annual Recurring
Revenue (CARR) and the scalability of its Spark platform. Revenue multiples better capture the long-
term lifetime value (LTV) of the customer base.
\u25a0 Industry Benchmarking: Comparable AutoTech peers in a similar growth phase are typically valued on
top-line multiples until they reach a steady-state maturity (where margins exceed 20-25%).
\u25a0 Applying a market-derived revenue multiple of 2.9x to FY25 reported revenue of \u20ac40.9 million results in an
implied fair value of \u20ac119 million. This is compared to the CGU carrying value of \u20ac43 million, resulting in
headroom of \u20ac73 million once estimated costs of disposal are allowed for.
Based on the results of the Group\u2019s CGU impairment testing, management has concluded that no reasonably
possible change in the key assumptions used in the assessment would result in an impairment of the CGU,
given the level of headroom available. This conclusion is supported by sensitivity analysis carried out, which
indicates that a \u00b10.5x change in the revenue multiple would not result in a material change in the recoverable
amount of the Group\u2019s CGU and would not give rise to an impairment charge.
Management believes that the assumptions used are reasonable and consistent with external sources of
information where available. However, severe downside changes in market conditions or in the underlying
assumptions could lead to different valuations and, consequently, reduce the headroom but not result in
material impairment.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-365": { "value": "13.\u2002INTANGIBLE ASSETS Details of intangible assets increase and decrease for the years ended 31 December 2025 and 2024 are provided in the following table:
Development
Customer costs and
\u20ac\u2019000
relationships
Trademark
software
Goodwill
Total
Cost
As at 1 January 2024
7,057
1,462
37,490
23,772
69,781
Additions \u2013 internally generated
\u2013
\u2013
8,278
\u2013
8,278
Additions
\u2013
\u2013
105
\u2013
105
As at 31 December 2024
7,057
1,462
45,873
23,772
78,164
Additions \u2013 internally generated
\u2013
\u2013
6,563
\u2013
6,563
Additions
\u2013
\u2013
158
\u2013
158
As at 31 December 2025
7,057
1,462
52,594
23,772
84,885
Accumulated amortisation and impairment
As at 1 January 2024
1,573
324
21,407
\u2013
23,304
Charge for the year
702
237
7, 586
\u2013
8,525
As at 31 December 2024
2,275
561
28,993
\u2013
31,829
Charge for the year
702
236
8,358
\u2013
9,296
As at 31 December 2025
2,977
797
37,351
\u2013
41,125
Net book value
As at 1 January 2024
5,484
1,138
16,083
23,772
46,477
As at 31 December 2024
4,782
901
16,880
23,772
46,335
As at 31 December 2025
4,080
665
15,243
23,772
43,760
Customer relationships Customer relationships amounted to \u20ac4.1 million as at 31 December 2025 (\u20ac4.8 million as at 31 December 2024). The decrease is related to amortisation in the year of \u20ac0.7 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 \u20ac0.7 million as at 31 December 2025 (\u20ac0.9 million as at 31 December 2024) and related to the fair value allocated using the Relief-from-Royalty method for part of the consideration paid for the acquisition of GestionaleAuto.com S.r.l.. The decrease is related to amortisation in the year of \u20ac0.2 million. Atempo financial loan has been secured against MotorK Italia S.r.l.\u2019s trademarks. Development costs Development costs amounting to \u20ac15.2 million as at 31 December 2025 (\u20ac16.9 million as at 31 December 2024) 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: \u25a0 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; and \u25a0 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 2026\u2013 2030. The results of the impairment test did not reveal any impairment loss. Goodwill Carrying value of the Goodwill in the Consolidated Financial Statements as at 31 December 2025 amounts to \u20ac23.8 million (\u20ac23.8 million as at 31 December 2024). In accordance with IAS 36 \u2013 Impairment of Assets, 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 of disposal (FVLCD) and its value in use. For the purposes of assessing the recoverability of goodwill recognised within intangible assets, the Group has identified a single cash-generating unit (\u201cCGU\u201d) encompassing all of the Group\u2019s operating activities. This approach is consistent with the Group\u2019s operating segments and reflects the lowest level at which goodwill is monitored for internal management purposes. The recoverable amount of the CGU is determined using FVLCD calculation, being higher than the value in use. Management assessed the FVLCD using a market-based valuation approach based on an EV/Revenue multiple derived from a selection of comparable listed companies operating in the same industry and benchmarked these with group\u2019s market capitalisation. Inputs used in valuation is level 2 \u2013 observable inputs - revenue multiple of similar listed business. Key assumption considered in the FVLCD are: \u25a0 EV/Revenue multiple of 2.9x. The selected multiple reflects current market conditions at the reporting date and considers factors such as growth prospects, profitability, size, and risk profile of the CGU compared to the peer group. Management has selected the median revenue multiple of comparable publicly listed companies instead of EBITDA multiple as the most appropriate primary valuation anchor for the following reasons: \u25a0 SaaS-Specific Focus: As a SaaS provider, MotorK\u2019s value is driven by its Committed Annual Recurring Revenue (CARR) and the scalability of its Spark platform. Revenue multiples better capture the long- term lifetime value (LTV) of the customer base. \u25a0 Industry Benchmarking: Comparable AutoTech peers in a similar growth phase are typically valued on top-line multiples until they reach a steady-state maturity (where margins exceed 20-25%). \u25a0 Applying a market-derived revenue multiple of 2.9x to FY25 reported revenue of \u20ac40.9 million results in an implied fair value of \u20ac119 million. This is compared to the CGU carrying value of \u20ac43 million, resulting in headroom of \u20ac73 million once estimated costs of disposal are allowed for. Based on the results of the Group\u2019s CGU impairment testing, management has concluded that no reasonably possible change in the key assumptions used in the assessment would result in an impairment of the CGU, given the level of headroom available. This conclusion is supported by sensitivity analysis carried out, which indicates that a \u00b10.5x change in the revenue multiple would not result in a material change in the recoverable amount of the Group\u2019s CGU and would not give rise to an impairment charge. Management believes that the assumptions used are reasonable and consistent with external sources of information where available. However, severe downside changes in market conditions or in the underlying assumptions could lead to different valuations and, consequently, reduce the headroom but not result in material impairment.", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-348": { "value": "13.\u2002INTANGIBLE ASSETS Details of intangible assets increase and decrease for the years ended 31 December 2025 and 2024 are provided in the following table:
Development
Customer costs and
\u20ac\u2019000
relationships
Trademark
software
Goodwill
Total
Cost
As at 1 January 2024
7,057
1,462
37,490
23,772
69,781
Additions \u2013 internally generated
\u2013
\u2013
8,278
\u2013
8,278
Additions
\u2013
\u2013
105
\u2013
105
As at 31 December 2024
7,057
1,462
45,873
23,772
78,164
Additions \u2013 internally generated
\u2013
\u2013
6,563
\u2013
6,563
Additions
\u2013
\u2013
158
\u2013
158
As at 31 December 2025
7,057
1,462
52,594
23,772
84,885
Accumulated amortisation and impairment
As at 1 January 2024
1,573
324
21,407
\u2013
23,304
Charge for the year
702
237
7, 586
\u2013
8,525
As at 31 December 2024
2,275
561
28,993
\u2013
31,829
Charge for the year
702
236
8,358
\u2013
9,296
As at 31 December 2025
2,977
797
37,351
\u2013
41,125
Net book value
As at 1 January 2024
5,484
1,138
16,083
23,772
46,477
As at 31 December 2024
4,782
901
16,880
23,772
46,335
As at 31 December 2025
4,080
665
15,243
23,772
43,760
Customer relationships Customer relationships amounted to \u20ac4.1 million as at 31 December 2025 (\u20ac4.8 million as at 31 December 2024). The decrease is related to amortisation in the year of \u20ac0.7 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 \u20ac0.7 million as at 31 December 2025 (\u20ac0.9 million as at 31 December 2024) and related to the fair value allocated using the Relief-from-Royalty method for part of the consideration paid for the acquisition of GestionaleAuto.com S.r.l.. The decrease is related to amortisation in the year of \u20ac0.2 million. Atempo financial loan has been secured against MotorK Italia S.r.l.\u2019s trademarks. Development costs Development costs amounting to \u20ac15.2 million as at 31 December 2025 (\u20ac16.9 million as at 31 December 2024) 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: \u25a0 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; and \u25a0 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 2026\u2013 2030. The results of the impairment test did not reveal any impairment loss. Goodwill Carrying value of the Goodwill in the Consolidated Financial Statements as at 31 December 2025 amounts to \u20ac23.8 million (\u20ac23.8 million as at 31 December 2024). In accordance with IAS 36 \u2013 Impairment of Assets, 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 of disposal (FVLCD) and its value in use. For the purposes of assessing the recoverability of goodwill recognised within intangible assets, the Group has identified a single cash-generating unit (\u201cCGU\u201d) encompassing all of the Group\u2019s operating activities. This approach is consistent with the Group\u2019s operating segments and reflects the lowest level at which goodwill is monitored for internal management purposes. The recoverable amount of the CGU is determined using FVLCD calculation, being higher than the value in use. Management assessed the FVLCD using a market-based valuation approach based on an EV/Revenue multiple derived from a selection of comparable listed companies operating in the same industry and benchmarked these with group\u2019s market capitalisation. Inputs used in valuation is level 2 \u2013 observable inputs - revenue multiple of similar listed business. Key assumption considered in the FVLCD are: \u25a0 EV/Revenue multiple of 2.9x. The selected multiple reflects current market conditions at the reporting date and considers factors such as growth prospects, profitability, size, and risk profile of the CGU compared to the peer group. Management has selected the median revenue multiple of comparable publicly listed companies instead of EBITDA multiple as the most appropriate primary valuation anchor for the following reasons: \u25a0 SaaS-Specific Focus: As a SaaS provider, MotorK\u2019s value is driven by its Committed Annual Recurring Revenue (CARR) and the scalability of its Spark platform. Revenue multiples better capture the long- term lifetime value (LTV) of the customer base. \u25a0 Industry Benchmarking: Comparable AutoTech peers in a similar growth phase are typically valued on top-line multiples until they reach a steady-state maturity (where margins exceed 20-25%). \u25a0 Applying a market-derived revenue multiple of 2.9x to FY25 reported revenue of \u20ac40.9 million results in an implied fair value of \u20ac119 million. This is compared to the CGU carrying value of \u20ac43 million, resulting in headroom of \u20ac73 million once estimated costs of disposal are allowed for. Based on the results of the Group\u2019s CGU impairment testing, management has concluded that no reasonably possible change in the key assumptions used in the assessment would result in an impairment of the CGU, given the level of headroom available. This conclusion is supported by sensitivity analysis carried out, which indicates that a \u00b10.5x change in the revenue multiple would not result in a material change in the recoverable amount of the Group\u2019s CGU and would not give rise to an impairment charge. Management believes that the assumptions used are reasonable and consistent with external sources of information where available. However, severe downside changes in market conditions or in the underlying assumptions could lead to different valuations and, consequently, reduce the headroom but not result in material impairment.", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-349": { "value": "
14.\u2002PROPERTY, PLANT AND EQUIPMENT
Leasehold land Fixtures Motor Computer Right-of-use
\u20ac\u2019000 and buildings and fittings vehicles equipment
assets
Total
Cost
As at 1 January 2024
409
209
34
715
8,555
9,922
Additions
\u2013
15
\u2013
12
278
305
Disposals
\u2013
\u2013
\u2013
\u2013
(96)
(96)
As at 31 December 2024
409
224
34
727
8,737
10,131
Additions
\u2013
\u2013
\u2013
14
673
687
Disposals
\u2013
\u2013
\u2013
\u2013
(264)
(264)
As at 31 December 2025
409
224
34
741
9,146
10,554
Accumulated depreciation
As at 1 January 2024
343
108
18
414
4,482
5,365
Charge for the year
10
23
12
109
1,311
1,465
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(78)
(78)
As at 31 December 2024
353
131
30
523
5,715
6,752
Charge for the year
10
21
3
97
1,242
1,373
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(151)
(151)
As at 31 December 2025
363
152
33
620
6,806
7,974
Net book value
As at 1 January 2024
66
101
16
301
4,073
4,557
As at 31 December 2024
56
93
4
204
3,022
3,379
As at 31 December 2025
46
72
1
121
2,340
2,58 0
Right-of-use assets amounting to \u20ac2.3 million as at 31 December 2025 (\u20ac3 million as at 31 December 2024) 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 \u20ac0.7 million is due to the following offsetting reasons: \u20ac0.5 million is mainly related to new car leases net of \u20ac1.2 million of depreciation booked during the year. Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2025 (\u20ac0.6 million as of 31 December 2024) and to (ii) office rental for \u20ac1.7 million as of 31 December 2025 (\u20ac2.4 million as of 31 December 2024). Total depreciation of the year amount to \u20ac1.2 million (\u20ac1.3 million in FY2024) of which \u20ac0.7 million (\u20ac0.8 million in FY2024) related to office rental and \u20ac0.5 million (\u20ac0.5 million in FY2024) related to automobiles. In 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfQuantitativeInformationAboutRightofuseAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-366": { "value": "14.\u2002PROPERTY, PLANT AND EQUIPMENT
Leasehold land Fixtures Motor Computer Right-of-use
\u20ac\u2019000 and buildings and fittings vehicles equipment
assets
Total
Cost
As at 1 January 2024
409
209
34
715
8,555
9,922
Additions
\u2013
15
\u2013
12
278
305
Disposals
\u2013
\u2013
\u2013
\u2013
(96)
(96)
As at 31 December 2024
409
224
34
727
8,737
10,131
Additions
\u2013
\u2013
\u2013
14
673
687
Disposals
\u2013
\u2013
\u2013
\u2013
(264)
(264)
As at 31 December 2025
409
224
34
741
9,146
10,554
Accumulated depreciation
As at 1 January 2024
343
108
18
414
4,482
5,365
Charge for the year
10
23
12
109
1,311
1,465
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(78)
(78)
As at 31 December 2024
353
131
30
523
5,715
6,752
Charge for the year
10
21
3
97
1,242
1,373
Depreciation on disposals
\u2013
\u2013
\u2013
\u2013
(151)
(151)
As at 31 December 2025
363
152
33
620
6,806
7,974
Net book value
As at 1 January 2024
66
101
16
301
4,073
4,557
As at 31 December 2024
56
93
4
204
3,022
3,379
As at 31 December 2025
46
72
1
121
2,340
2,58 0
Right-of-use assets amounting to \u20ac2.3 million as at 31 December 2025 (\u20ac3 million as at 31 December 2024) 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 \u20ac0.7 million is due to the following offsetting reasons: \u20ac0.5 million is mainly related to new car leases net of \u20ac1.2 million of depreciation booked during the year. Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2025 (\u20ac0.6 million as of 31 December 2024) and to (ii) office rental for \u20ac1.7 million as of 31 December 2025 (\u20ac2.4 million as of 31 December 2024). Total depreciation of the year amount to \u20ac1.2 million (\u20ac1.3 million in FY2024) of which \u20ac0.7 million (\u20ac0.8 million in FY2024) related to office rental and \u20ac0.5 million (\u20ac0.5 million in FY2024) related to automobiles. In 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024).", "dimensions": { "concept": "ifrs-full:DisclosureOfReconciliationOfChangesInPropertyPlantAndEquipmentIncludingRightofuseAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-313": { "value": "14.\u2002PROPERTY, PLANT AND EQUIPMENT Leasehold land Fixtures Motor Computer Right-of-use \u20ac\u2019000 and buildings and fittings vehicles equipment assets Total Cost As at 1 January 2024 409 209 34 715 8,555 9,922 Additions \u2013 15 \u2013 12 278 305 Disposals \u2013 \u2013 \u2013 \u2013 (96) (96) As at 31 December 2024 409 224 34 727 8,737 10,131 Additions \u2013 \u2013 \u2013 14 673 687 Disposals \u2013 \u2013 \u2013 \u2013 (264) (264) As at 31 December 2025 409 224 34 741 9,146 10,554 Accumulated depreciation As at 1 January 2024 343 108 18 414 4,482 5,365 Charge for the year 10 23 12 109 1,311 1,465 Depreciation on disposals \u2013 \u2013 \u2013 \u2013 (78) (78) As at 31 December 2024 353 131 30 523 5,715 6,752 Charge for the year 10 21 3 97 1,242 1,373 Depreciation on disposals \u2013 \u2013 \u2013 \u2013 (151) (151) As at 31 December 2025 363 152 33 620 6,806 7,974 Net book value As at 1 January 2024 66 101 16 301 4,073 4,557 As at 31 December 2024 56 93 4 204 3,022 3,379 As at 31 December 2025 46 72 1 121 2,340 2,58
Right-of-use assets amounting to \u20ac2.3 million as at 31 December 2025 (\u20ac3 million as at 31 December 2024)
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 \u20ac0.7 million is due to the following offsetting reasons:
\u20ac0.5 million is mainly related to new car leases net of \u20ac1.2 million of depreciation booked during the year.
Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2025
(\u20ac0.6 million as of 31 December 2024) and to (ii) office rental for \u20ac1.7 million as of 31 December 2025
(\u20ac2.4 million as of 31 December 2024). Total depreciation of the year amount to \u20ac1.2 million (\u20ac1.3 million in
FY2024) of which \u20ac0.7 million (\u20ac0.8 million in FY2024) related to office rental and \u20ac0.5 million (\u20ac0.5 million
in FY2024) related to automobiles. In 2025, the expense relating to low-value assets leases (mainly laptops)
and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024).
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-315": { "value": "
15.\u2002INVESTMENTS IN ASSOCIATES AND NON-CURRENT ASSETS \u2013 SECURITY DEPOSIT
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 \u20ac3.5 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\u2019s 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\u2019s potential, solidifying their collaborative commitment
to the Group\u2019s sustained growth and ongoing success.
Non-current assets \u2013 security deposit amounts to \u20ac0.2 million as at 31 December 2025 (\u20ac0.2 million as at
31 December 2024) and includes deposits made by the Group mainly for the rental of the offices of the
subsidiaries.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-350": { "value": "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 \u20ac3.5 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\u2019s 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\u2019s potential, solidifying their collaborative commitment to the Group\u2019s sustained growth and ongoing success. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-392": { "value": "16.\u2002TRADE AND OTHER RECEIVABLES Trade and other receivables are shown in the following table:
\u20ac\u2019000
2025
2024
Trade receivables
9,097
11,170
Prepayments
552
995
Other receivables
315
308
VAT receivables
1,067
645
Corporate Tax receivables
716
860
Total trade and other receivables
11,747
13,978
Trade and other receivables Trade receivables as at 31 December 2025 amounted to \u20ac9.1 million compared to \u20ac11.2 million as at 31 December 2024. As at 31 December 2025, trade receivables of \u20ac6 million (\u20ac6.1 million as at 31 December 2024) were overdue but not impaired (of which \u20ac2.7 million by less than two months and \u20ac3.2 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 decrease of overdue receivables not impaired amount to \u20ac0.2 million. As above mentioned, such increase is mainly related to the increase of business with OEM with an average higher DSO compared to the retail market. The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad debt provision. Movements in the impairment allowance for trade receivables are as follows:
\u20ac\u2019000
2025
2024
As at 1 January
2,490
1,131
Increase during the year
662
1,359
As at 31 December
3,152
2,490
Prepayments include mainly invoices for software and hosting received in FY2025 related to costs of FY2026. Tax receivables mainly include the R&D tax grants recognised by Italian tax authorities in relation to R&D expenses for \u20ac0.5 million (\u20ac0.7 million as at 31 December 2024). ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-314": { "value": "16.\u2002TRADE AND OTHER RECEIVABLES Trade and other receivables are shown in the following table:
\u20ac\u2019000
2025
2024
Trade receivables
9,097
11,170
Prepayments
552
995
Other receivables
315
308
VAT receivables
1,067
645
Corporate Tax receivables
716
860
Total trade and other receivables
11,747
13,978
Trade and other receivables Trade receivables as at 31 December 2025 amounted to \u20ac9.1 million compared to \u20ac11.2 million as at 31 December 2024. As at 31 December 2025, trade receivables of \u20ac6 million (\u20ac6.1 million as at 31 December 2024) were overdue but not impaired (of which \u20ac2.7 million by less than two months and \u20ac3.2 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 decrease of overdue receivables not impaired amount to \u20ac0.2 million. As above mentioned, such increase is mainly related to the increase of business with OEM with an average higher DSO compared to the retail market. The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad debt provision.
Movements in the impairment allowance for trade receivables are as follows:
\u20ac\u2019000
2025
2024
As at 1 January
2,490
1,131
Increase during the year
662
1,359
As at 31 December
3,152
2,490
Prepayments include mainly invoices for software and hosting received in FY2025 related to costs of FY2026.
Tax receivables mainly include the R&D tax grants recognised by Italian tax authorities in relation to R&D
expenses for \u20ac0.5 million (\u20ac0.7 million as at 31 December 2024).
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-351": { "value": "Trade and other receivables are shown in the following table:
\u20ac\u2019000
2025
2024
Trade receivables
9,097
11,170
Prepayments
552
995
Other receivables
315
308
VAT receivables
1,067
645
Corporate Tax receivables
716
860
Total trade and other receivables
11,747
13,978
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-352": { "value": "
18.\u2002TRADE AND OTHER PAYABLES AND TAX PAYABLE
Trade and other payables include:
\u20ac\u2019000
2025
2024
Trade payables
1,800
1,675
Accruals
1,963
1,660
Total trade payables
3,763
3,335
Other payables including tax and social security payments
7,768
7,957
Total current trade and other payables
11,531
11,292
Trade payables amount to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.7 million as at
31 December 2024.
Accruals include invoices to be received for service rendered in 2025 and liabilities towards employees for
bonuses to be paid. The amount is in line with the balance as at 31 December 2024.
Other payables amounting to \u20ac7.8 million as at 31 December 2025 (\u20ac7.9 million as at 31 December 2024) includes:
\u25a0 contract liabilities of \u20ac2.7 million (\u20ac2.5 million as at 31 December 2024). During FY2025, contract
liabilities increased by \u20ac2.7 million, while \u20ac2.5 million included in the opening balance was recognised as
revenue during the year. During FY2024, contract liabilities increased by \u20ac2.5 million, while \u20ac2.8 million
included in the opening balance was recognised as revenue during the year;
\u25a0 emoluments to be paid to the Directors of \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024);
\u25a0 other liabilities towards employees and related social security charges of approximately \u20ac4.5 million (\u20ac4.7
million as at 31 December 2024). Decrease of the year is mainly related to the reduction of average of FTE
within the Group; and
\u25a0 other minor liabilities of \u20ac0.4 million (\u20ac0.4 million as at 31 December 2024).
\u20ac\u2019000
2025
2024
Corporate tax liabilities
718
875
VAT liabilities
4,338
2,919
Total tax payable
5,056
3,794
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 FY2025 that will be paid in FY2026.
21.\u2002DEFERRED TAX LIABILITIES Deferred tax 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 FY2025 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,242
1,242
272
Employee benefits liabilities
-
24
24
(5)
Leases
(396)
396
-
-
Total
(396)
1,662
1,266
267
The movement of FY2024 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,514
1,514
272
Employee benefits liabilities
-
19
19
(13)
Leases
(515)
515
-
-
Total
(515)
2,048
1,533
259
A deferred tax asset has not been recognised for the following table. The unused tax losses must be utilised by 31 December 2031. The deductible temporary differences can be carried forward indefinitely.
2025
Restated 2024*
Tax losses Unrecognised Tax losses Unrecognised
and Other deferred and Other deferred
\u20ac\u2019000 tax credits tax assets tax credits tax assets
Assessed losses in UK, Italy, FusionIT and
Israel
86,070
23,612
74,273
20,280
Interest restricted (Corporate Interest
Restriction rules) carried forward
7,108
1,990
5,455
1,527
Temporary differences on lease liabilities
-
52
-
54
Total
93,178
25,654
79,728
21,861
* FY2024 amounts have been restated. Please refer to Note 5 - Prior period restatement - Income and deferred taxation disclosures.", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-316": { "value": "Trade and other payables include:
\u20ac\u2019000
2025
2024
Trade payables
1,800
1,675
Accruals
1,963
1,660
Total trade payables
3,763
3,335
Other payables including tax and social security payments
7,768
7,957
Total current trade and other payables
11,531
11,292
Trade payables amount to \u20ac1.8 million as at 31 December 2025, compared with \u20ac1.7 million as at 31 December 2024. Accruals include invoices to be received for service rendered in 2025 and liabilities towards employees for bonuses to be paid. The amount is in line with the balance as at 31 December 2024. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-317": { "value": "
19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290
bps margin on Euribor and provides the following financial covenants to be tested annually, starting from
December 2022:
\u25a0 leverage ratio (net financial position/EBITDA); and
\u25a0 gearing ratio (net financial position/net equity).
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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements,
amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025.
No financial covenants were attached to the facility.
The loan in place with SACE-Simest for \u20ac0.3 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.
In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with Atempo Growth for a total amount of \u20ac9.3 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. A cross- default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth are split according to their contractual maturities. Other financial liabilities Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for \u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million. The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l. ** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of other non-material non-cash movements. *** Comprises the payment of the considerations related to the acquisition of FusionIT NV 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 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 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). 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\u2019s 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-367": { "value": "19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290 bps margin on Euribor and provides the following financial covenants to be tested annually, starting from December 2022: \u25a0 leverage ratio (net financial position/EBITDA); and \u25a0 gearing ratio (net financial position/net equity). 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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements, amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025. No financial covenants were attached to the facility. The loan in place with SACE-Simest for \u20ac0.3 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. In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with Atempo Growth for a total amount of \u20ac9.3 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. A cross- default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above. In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The waivers were granted before the year-end. The next testing date will be 31 December 2026. As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial institutions towards Atempo Growth are split according to their contractual maturities. Other financial liabilities Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for \u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million. The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l. ** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of other non-material non-cash movements. *** Comprises the payment of the considerations related to the acquisition of FusionIT NV . 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 on lease agreements in place for offices of the Group subsidiaries and for cars assigned to employees. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-353": { "value": "19.\u2002CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include:
\u20ac\u2019000
2025
2024
Bank loans
1,892
5,826
Loan with other financial institutions
4,600
13,837
Other financial liabilities
132
507
Total current financial liabilities
6,624
20,170
Current lease liabilities
1,005
1,141
Bank loans
1,981
257
Loan with other financial institutions
7,048
-
Total non-current financial liabilities
9,029
257
Non-current lease liabilities
1,619
2,196
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 2025 and 2024:
2025
2024
\u20ac\u2019000
Current
Non-current
Current
Non-current
Illimity Bank
1,806
1,810
5,420
-
Atempo Growth
4,600
7,0 4 8
13,837
-
Viceversa
-
-
363
-
Sace - Simest
86
171
43
257
Total
6,492
9,029
19,663
257
The financial loan in place with Illimity Bank amounts to \u20ac3.6 million, with a five-year duration and a 0.290 bps margin on Euribor and provides the following financial covenants to be tested annually, starting from December 2022: \u25a0 leverage ratio (net financial position/EBITDA); and \u25a0 gearing ratio (net financial position/net equity). 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 with Viceversa, entered into in February 2024 to support the Group\u2019s working capital requirements, amounted to \u20ac0.4 million and bore an interest rate of 5%. The loan was fully repaid by the end of June 2025. No financial covenants were attached to the facility. The loan in place with SACE-Simest for \u20ac0.3 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.
In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for \u20ac4.6 million (net of costs
incurred) in October 2023 to fuel the growth of the business in the third quarter of the year and in FY2024
with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-default
clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan
has been secured against selected assets of MotorK Italia S.r.l., which are bank accounts, trademarks and
MotorK Italia S.r.l.\u2019s shares. During 2024, in March and November, MotorK Plc obtained new loans with
Atempo Growth for a total amount of \u20ac9.3 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. A cross-
default clause (non-financial covenant) is in place, linked to the Group\u2019s other financial indebtedness. The
loan has been secured against the same selected assets of MotorK Italia S.r.l. mentioned above.
In December 2025, MotorK obtained waivers from Illimity Bank and Atempo Growth, allowing the Company
not to perform testing of the financial and non-financial covenants in place as at 31 December 2025. The
waivers were granted before the year-end. The next testing date will be 31 December 2026.
As of 31 December 2024, bank loan towards Illimity Bank and loans with other financial institutions towards
Atempo Growth were presented as short-term because the relevant covenant waiver was obtained after the
balance sheet date. As of 31 December 2025, bank loan towards Illimity Bank and loans with other financial
institutions towards Atempo Growth are split according to their contractual maturities.
Other financial liabilities
Other current financial liabilities include the amount of credit cards repaid in the first month of FY2026 for
\u20ac0.1 million (\u20ac0.2 million as of 31 December 2024). In FY2024 the amount included the remaining portion of
the contingent consideration to be paid in FY2025 for the acquisition of FusionIT NV for \u20ac0.4 million.
The changes in financial liabilities, excluding lease liabilities, are shown below:
\u20ac\u2019000
Total
Financial liabilities at 1 January 2024
18,891
Repayment of existing loans
(1,862)
New loan with other financial institutions
9,687
Change in other financial liabilities*
(5,083)
Cash changes
2,742
Other non-cash movements**
(1,206)
Financial liabilities at 31 December 2024
20,427
Repayment of existing loans
(4,550)
Change in other financial liabilities***
(163)
Cash changes
(4,713)
Other non-cash movements
(61)
Financial liabilities at 31 December 2025
15,653
* Comprises the payment of the considerations related to the acquisition of FusionIT NV, PDA Dapda SL and GestionaleAuto.com S.r.l.
** Comprises the remeasurement of the deferred consideration under IFRS 3 at FVTPL for \u20ac0.9 million due to targets not achieved and \u20ac0.3 million of
other non-material non-cash movements.
*** Comprises the payment of the considerations related to the acquisition of FusionIT NV .
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 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 2025, the expense relating to low-value assets leases (mainly laptops) and short-term lease amounted to \u20ac0.2 million (\u20ac0.2 million in FY2024). 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\u2019s 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. 22.\u2002PROVISIONS Provisions classified within liabilities amounts to \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024) 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.
\u20ac\u2019000
2025
2024
Current provisions as at 1 January
121
120
Release of the period
(29)
(85)
Provision for the period
65
29
Reclassification from non-current provision
-
57
Current provisions as at 31 December
157
121
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-318": { "value": "
20.\u2002EMPLOYEE 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 \u2018Treasury fund\u2019 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\u2019 obligation to INPS and the contributions to
supplementary pension funds take the form, under IAS 19, of \u2018Defined contribution plans\u2019 whereas the
amounts recorded in the provision for employee severance pay retain the nature of \u2018Defined benefit plans\u2019.
Accordingly, the provision for employee severance indemnity in Italy consists of the residual obligation for
employee benefits liabilities until 31 December, 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 \u20ac0.2 million as at 31 December 2025 compared with
31 December 2024. According to IAS 19, the liability was determined by an actuarial calculation. The effect
of the actuarial profit, amounting to \u20ac0.2 million for the year ended 31 December 2025 (profit of \u20ac0.1 million
for the year ended 31 December 2024), has been recognised in Other comprehensive income.
The expected future benefit payments for the defined benefit plan as at 31 December 2025 are as follows:
Maturity profile of defined benefit obligation
\u20ac\u2019000
Years
Expected benefit payments during the fiscal year ending 31 December 2026
153
Expected benefit payments during the fiscal year ending 31 December 2027
123
Expected benefit payments during the fiscal year ending 31 December 2028
137
Expected benefit payments during the fiscal year ending 31 December 2029
216
Expected benefit payments during the fiscal year ending 31 December 2030
161
Expected benefit payments during the fiscal year ending 31 December 2031 through
31 December 2035
1,310
The amounts recognised in the Statement of Financial Position are as follows:
\u20ac\u2019000
2025
2024
Present value of obligation
(2,10 0)
(2,310)
Fair value of scheme assets
\u2013
\u2013
Employee benefit liability
(2,100)
(2,310)
The amounts included within the Statement of Comprehensive Income are as follows:
\u20ac\u2019000
2025
2024
Current service costs
412
469
Amount included in personnel costs
412
469
Interest on pension liabilities
72
69
Amount included in finance cost
72
69
Analysis of the amount recognised in Statement of Total Comprehensive Income:
\u20ac\u2019000
2025
2024
Experience gain on liabilities
215
92
Net gain
215
92
Changes in the present value of the employee benefit obligation are as follows:
\u20ac\u2019000
2025
2024
Opening employee benefit obligation
2,310
2,309
Service cost \u2013 continuing operations
412
469
Interest cost
72
69
Actuarial gain
(215)
(92)
Benefit paid
(474)
(326)
Other movements
(5)
(119)
Closing employee benefit obligation
2,10 0
2,310
Expected payments for the year ended 31 December 2026 for the Group amount to \u20ac0.1 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 \u2018high quality\u2019, but generally means a security rating of AA.
The defined benefit plan isexposed to a numerous risks, including:
\u25a0 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;
\u25a0 Interest rate risk: decrease/increase in the discount rate used (high-quality corporate bonds) will
decrease/increase the defined benefit obligation;
\u25a0 Longevity risk: changes in the estimation of mortality rates of current and former employees;
\u25a0 Salary risk: increases in future salaries increase the gross defined benefit obligation.
The financial assumptions used for this report at the end of the fiscal year are:
\u25a0 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;
\u25a0 Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price
set by the ECB over the medium term with a country-specific adjustment; and
\u25a0 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 2025
(six years as at 31 December 2024).
Principal assumptions at the Statement of Financial Position date (expressed as weighted averages) are
as follows:
2025
2024
Discount rate
4.20%
3.40%
Rate of retail price inflation
2.00%
2.00%
Rate of increase in salaries
3.00%
3.00%
The amount for the current and previous periods are as follows:
\u20ac\u2019000
2025
2024
Employee benefits obligation
(2,100)
(2,310)
Scheme assets
\u2013
\u2013
Deficit
(2,10 0)
(2,310)
Experience adjustments on scheme liabilities
215
92
Sensitivity analysis of the value of employee benefits liabilities is shown below:
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Discount rate +0.5%
(110)
(137)
Discount rate -0.5%
121
153
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Salary rate +0.5%
29
49
Salary rate -0.5%
(22)
(37)
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Price inflation +0.5%
57
65
Price inflation -0.5%
(53)
(57)
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-354": { "value": "20.\u2002EMPLOYEE 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 \u2018Treasury fund\u2019 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\u2019 obligation to INPS and the contributions to supplementary pension funds take the form, under IAS 19, of \u2018Defined contribution plans\u2019 whereas the amounts recorded in the provision for employee severance pay retain the nature of \u2018Defined benefit plans\u2019. Accordingly, the provision for employee severance indemnity in Italy consists of the residual obligation for employee benefits liabilities until 31 December, 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 \u20ac0.2 million as at 31 December 2025 compared with 31 December 2024. According to IAS 19, the liability was determined by an actuarial calculation. The effect of the actuarial profit, amounting to \u20ac0.2 million for the year ended 31 December 2025 (profit of \u20ac0.1 million for the year ended 31 December 2024), has been recognised in Other comprehensive income. The expected future benefit payments for the defined benefit plan as at 31 December 2025 are as follows:
Maturity profile of defined benefit obligation
\u20ac\u2019000
Years
Expected benefit payments during the fiscal year ending 31 December 2026
153
Expected benefit payments during the fiscal year ending 31 December 2027
123
Expected benefit payments during the fiscal year ending 31 December 2028
137
Expected benefit payments during the fiscal year ending 31 December 2029
216
Expected benefit payments during the fiscal year ending 31 December 2030
161
Expected benefit payments during the fiscal year ending 31 December 2031 through
31 December 2035
1,310
The amounts recognised in the Statement of Financial Position are as follows:
\u20ac\u2019000
2025
2024
Present value of obligation
(2,10 0)
(2,310)
Fair value of scheme assets
\u2013
\u2013
Employee benefit liability
(2,100)
(2,310)
The amounts included within the Statement of Comprehensive Income are as follows:
\u20ac\u2019000
2025
2024
Current service costs
412
469
Amount included in personnel costs
412
469
Interest on pension liabilities
72
69
Amount included in finance cost
72
69
Analysis of the amount recognised in Statement of Total Comprehensive Income:
\u20ac\u2019000
2025
2024
Experience gain on liabilities
215
92
Net gain
215
92
Changes in the present value of the employee benefit obligation are as follows:
\u20ac\u2019000
2025
2024
Opening employee benefit obligation
2,310
2,309
Service cost \u2013 continuing operations
412
469
Interest cost
72
69
Actuarial gain
(215)
(92)
Benefit paid
(474)
(326)
Other movements
(5)
(119)
Closing employee benefit obligation
2,10 0
2,310
Expected payments for the year ended 31 December 2026 for the Group amount to \u20ac0.1 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 \u2018high quality\u2019, but generally means a security rating of AA. The defined benefit plan isexposed to a numerous risks, including: \u25a0 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; \u25a0 Interest rate risk: decrease/increase in the discount rate used (high-quality corporate bonds) will decrease/increase the defined benefit obligation; \u25a0 Longevity risk: changes in the estimation of mortality rates of current and former employees; \u25a0 Salary risk: increases in future salaries increase the gross defined benefit obligation. The financial assumptions used for this report at the end of the fiscal year are: \u25a0 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; \u25a0 Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price set by the ECB over the medium term with a country-specific adjustment; and \u25a0 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 2025 (six years as at 31 December 2024). Principal assumptions at the Statement of Financial Position date (expressed as weighted averages) are as follows:
2025
2024
Discount rate
4.20%
3.40%
Rate of retail price inflation
2.00%
2.00%
Rate of increase in salaries
3.00%
3.00%
The amount for the current and previous periods are as follows:
\u20ac\u2019000
2025
2024
Employee benefits obligation
(2,100)
(2,310)
Scheme assets
\u2013
\u2013
Deficit
(2,10 0)
(2,310)
Experience adjustments on scheme liabilities
215
92
Sensitivity analysis of the value of employee benefits liabilities is shown below:
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Discount rate +0.5%
(110)
(137)
Discount rate -0.5%
121
153
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Salary rate +0.5%
29
49
Salary rate -0.5%
(22)
(37)
\u20ac\u2019000
2025
2024
Base case
2,100
2,310
Price inflation +0.5%
57
65
Price inflation -0.5%
(53)
(57)
", "dimensions": { "concept": "ifrs-full:DisclosureOfDefinedBenefitPlansExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-368": { "value": "
Maturity profile of defined benefit obligation
\u20ac\u2019000
Years
Expected benefit payments during the fiscal year ending 31 December 2026
153
Expected benefit payments during the fiscal year ending 31 December 2027
123
Expected benefit payments during the fiscal year ending 31 December 2028
137
Expected benefit payments during the fiscal year ending 31 December 2029
216
Expected benefit payments during the fiscal year ending 31 December 2030
161
Expected benefit payments during the fiscal year ending 31 December 2031 through
31 December 2035
1,310
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutMaturityProfileOfDefinedBenefitObligationExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-369": { "value": "21.\u2002DEFERRED TAX LIABILITIES Deferred tax 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 FY2025 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,242
1,242
272
Employee benefits liabilities
-
24
24
(5)
Leases
(396)
396
-
-
Total
(396)
1,662
1,266
267
The movement of FY2024 deferred tax is shown below:
Deferred Deferred Net Charge
\u20ac\u2019000 tax asset tax liability Deferred tax through P&L
Intangible assets
-
1,514
1,514
272
Employee benefits liabilities
-
19
19
(13)
Leases
(515)
515
-
-
Total
(515)
2,048
1,533
259
A deferred tax asset has not been recognised for the following table. The unused tax losses must be utilised by 31 December 2031. The deductible temporary differences can be carried forward indefinitely.
2025
Restated 2024*
Tax losses Unrecognised Tax losses Unrecognised
and Other deferred and Other deferred
\u20ac\u2019000 tax credits tax assets tax credits tax assets
Assessed losses in UK, Italy, FusionIT and
Israel
86,070
23,612
74,273
20,280
Interest restricted (Corporate Interest
Restriction rules) carried forward
7,108
1,990
5,455
1,527
Temporary differences on lease liabilities
-
52
-
54
Total
93,178
25,654
79,728
21,861
* FY2024 amounts have been restated. Please refer to Note 5 - Prior period restatement - Income and deferred taxation disclosures.", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-371": { "value": "22.\u2002PROVISIONS Provisions classified within liabilities amounts to \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024) 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.
\u20ac\u2019000
2025
2024
Current provisions as at 1 January
121
120
Release of the period
(29)
(85)
Provision for the period
65
29
Reclassification from non-current provision
-
57
Current provisions as at 31 December
157
121
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-320": { "value": "22.\u2002PROVISIONS Provisions classified within liabilities amounts to \u20ac0.2 million (\u20ac0.1 million as at 31 December 2024) 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.
\u20ac\u2019000
2025
2024
Current provisions as at 1 January
121
120
Release of the period
(29)
(85)
Provision for the period
65
29
Reclassification from non-current provision
-
57
Current provisions as at 31 December
157
121
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-319": { "value": "
23.\u2002SHAREHOLDERS\u2019 EQUITY
Share capital
The share capital is composed as follows:
2025
2024
Value per Value per
Value share Value share
(\u20ac\u2019000)
Number
(\u20ac)
(\u20ac\u2019000)
Number
(\u20ac)
Ordinary shares
480
47,961,395
0.01
459
45,851,891
0.01
Total
480
47,961,395
0.01
459
45,851,891
0.01
During FY2025, share capital changed due to the following items:
\u25a0 issue of 1,803,611 shares related to the reserved capital increase of \u20ac5.3 million in March 2025 (of which
\u20ac18 thousand as share capital and \u20ac5.3 million as share premium) to further bolster the Group\u2019s external
growth strategy. The main participants in this strategic round included 83 North, Lucerne, and Zobito;
\u25a0 issue of 287,633 shares related to the exercise of stock-option assigned to the employees resulting in an
increase of \u20ac1 million, of which \u20ac4 thousand as share capital and \u20ac1 million as share premium; and
\u25a0 issue of 18,260 shares related to the earn-out assigned to the former shareholders of Dapda resulting in
an increase of \u20ac0.1 million, of which \u20ac1 thousand as share capital and \u20ac0.1 million as share premium.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-370": { "value": "23.\u2002SHAREHOLDERS\u2019 EQUITY Share capital The share capital is composed as follows:
2025
2024
Value per Value per
Value share Value share
(\u20ac\u2019000)
Number
(\u20ac)
(\u20ac\u2019000)
Number
(\u20ac)
Ordinary shares
480
47,961,395
0.01
459
45,851,891
0.01
Total
480
47,961,395
0.01
459
45,851,891
0.01
During FY2025, share capital changed due to the following items: \u25a0 issue of 1,803,611 shares related to the reserved capital increase of \u20ac5.3 million in March 2025 (of which \u20ac18 thousand as share capital and \u20ac5.3 million as share premium) to further bolster the Group\u2019s external growth strategy. The main participants in this strategic round included 83 North, Lucerne, and Zobito; \u25a0 issue of 287,633 shares related to the exercise of stock-option assigned to the employees resulting in an increase of \u20ac1 million, of which \u20ac4 thousand as share capital and \u20ac1 million as share premium; and \u25a0 issue of 18,260 shares related to the earn-out assigned to the former shareholders of Dapda resulting in an increase of \u20ac0.1 million, of which \u20ac1 thousand as share capital and \u20ac0.1 million as share premium. Share-based payments The Group operates an equity-settled share-based remuneration scheme for employees, which comprises the Group Employee Share Option Plan. EMI Share Option Plan (the Original Share Option Plan) In October 2021, the Original Share Option Plan, an amended version of the Group share option scheme (the EMI Share Option Plan), was implemented by the Company in anticipation of the listing of the Company\u2019s shares. The exercise price was set at the share market value at grant, amounting to \u20ac0.337 per share. The initial option awards have no performance conditions and vest over a four-year period starting from the day of listing. 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, which was refined and reapproved in May 2025. 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 \u20ac1.21 and \u20ac1.895. 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. For the 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. 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 \u20ac2.37 and \u20ac2.79. 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 \u20ac10 million. As this second performance condition was not met, 25% of the options related to this grant have lapsed. 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 \u20ac5.94 per share. 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. In May 2025, the Board of Directors declared the options granted under the 2024 LTIP null and void, as the aforementioned conditions were not met, and subsequently awarded new options to 31 optionees to remediate the previous grants and ensure continued engagement. In addition, in the same month, the Board of Directors awarded another tranche of Performance Stock Options to Executive Directors, executive management and to all other eligible employees. For both grants, the exercise price was set at the market value of the shares at the time of grant, amounting to \u20ac4.52 per share, and the grants are not linked to any performance conditions. The exercise schedule was structured in three equal instalments over the three-year vesting period. In September 2025, the Board of Directors awarded some executive management members in recognition of the work carried out to date and in consideration of the key activities they will continue to lead in the coming months. This allocation reflects the Company\u2019s appreciation of their ongoing contribution and strategic role in upcoming initiatives. The exercise price was set at the market value of the shares at the time of grant, amounting to \u20ac4.2 per share, and the grants are not linked to any performance conditions. The exercise schedule was structured in three equal instalments over the three-year vesting period. Original Share Option Plan
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac cents)
Number
(\u20ac cents)
Number
Outstanding at 1 January
34
1,987,348
34
2,458,663
Subdivision of shares
Lapsed during the year
1
34
(30,571)
34
(3,839)
Exercised during the year
34
(212,697)
34
(467,476)
Outstanding at 31 December
34
1,744,080
34
1,987,348
Of which
Vested
1,744,080
1,922,680
Unvested
-
64,668
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. Omnibus LTIP a)\u2002Grant related to FY2022
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.645/1.895
527,809
1.645/1.895
663,018
Subdivision of shares
Lapsed during the year
1
1.645/1.895
(38,917)
1.645/1.895
(107,749)
Exercised during the year
1.645/1.895
(51,672)
1.645/1.895
(27,460)
Outstanding at 31 December
1.645/1.895
437,220
1.645/1.895
527,809
Of which
Vested
374,971
305,137
Unvested
62,249
222,672
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. b)\u2002Grant related to January 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.21
241,613
1.21
261,613
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
\u2013
\u2013
1.21
(13,333)
Exercised during the year
\u2013
\u2013
1.21
(6,667)
Outstanding at 31 December
1.21
241,613
1.21
241,613
Of which
Vested
241,613
161,076
Unvested
-
80,537
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. c)\u2002Grant related to June 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.37
348,738
2.37
450,700
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.37
(30,886)
2.37
(99,331)
Exercised during the year
2.37
(23,264)
2.37
(2,631)
Outstanding at 31 December
2.37
294,588
2.37
348,738
Of which
Vested
182,556
110,947
Unvested
112,032
237,791
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. d)\u2002Grant related to 9 November 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.73
18,750
2.73
18,750
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.73 (14,062)
\u2013
\u2013
Outstanding at 31 December
2.73
4,688
2.73
18,750
Of which
Vested
4,688
4,688
Unvested
-
14,062
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. e)\u2002Grant related to 22 November 2023
2024
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.79
22,475
2.79
78,525
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
2.79
(2,100)
2.79
(56,050)
Outstanding at 31 December
2.79
20,375
2.79
22,475
Of which
Vested
12,488
6,870
Unvested
7,887
15,605
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. f)\u2002Grant related to 23 May 2024
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
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
\u2013
\u2013
Unvested
\u2013
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. g)\u2002Grant related to 5 May 2025
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
-
-
-
-
Subdivision of shares
Granted during the year
4.52
1,959,740
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.52
1,959,740
-
-
Of which
Vested
256,506
\u2013
Unvested
1,703,234
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met.
2023 2023 2023 2023 2022
(Omnibus LTIP Jan (Omnibus LTIP Jun (Omnibus LTIP (Omnibus LTIP 2022 Original Share
2023) 2023) 9 Nov 2023) 22 Nov 2023) Omnibus LTIP Option Plan
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at grant date (\u20ac)
0.7655
1.1306
1.2680
1.2680
0.7650
4.7800
Exercise price (\u20ac)
1.21
2.37
2.73
2.79
1.645/1.895
0.337
Weighted average remaining contractual life (years)
8
8
8
8
7
-
Volatility
31.20%
31.59%
31.40%
31.40%
31.20%
31.20%
h)\u2002Grant related to 18 September 2025
2025
2024
Weighted Weighted
average average
exercise price exercise price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
4.20
-
-
-
Subdivision of shares
Granted during the year
4.20
145,000
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.20
145,000
-
-
Of which
Vested
-
\u2013
Unvested
145,000
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share-based remuneration scheme operated by the Group:
2025 2025 2024
(Omnibus LTIP (Omnibus LTIP (Omnibus LTIP
Sep 2025) May 2025) May 2024)
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at
grant date (\u20ac)
2.2628
2.4105
1.7227
Exercise price (\u20ac)
4.20
4.52
5.94
Weighted average remaining
contractual life (years)
10
10
10
Volatility
38.72%
38.85%
31.40%
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:
\u20ac\u2019000
2025
2024
Equity-settled scheme
1,524
638
Accumulated losses The decrease of Accumulated losses of \u20ac10.2 million compared to the previous year is related to the following events: \u25a0 the decrease of \u20ac12 million related to the loss of the period; \u25a0 the increase of \u20ac1.5 million related to the share-based remuneration expense; \u25a0 the decrease of \u20ac0.1 million related to the issuance of shares for the contingent consideration assigned to the former shareholders of Dapda (reclassified into share capital and share premium); \u25a0 the increase of \u20ac0.2 million related to the translation reserve; and \u25a0 the increase of \u20ac0.2 million related to the defined benefit pension scheme. The last outstanding shares will be issued before 31 December 2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-355": { "value": "23.\u2002SHAREHOLDERS\u2019 EQUITY Share capital The share capital is composed as follows:
2025
2024
Value per Value per
Value share Value share
(\u20ac\u2019000)
Number
(\u20ac)
(\u20ac\u2019000)
Number
(\u20ac)
Ordinary shares
480
47,961,395
0.01
459
45,851,891
0.01
Total
480
47,961,395
0.01
459
45,851,891
0.01
During FY2025, share capital changed due to the following items: \u25a0 issue of 1,803,611 shares related to the reserved capital increase of \u20ac5.3 million in March 2025 (of which \u20ac18 thousand as share capital and \u20ac5.3 million as share premium) to further bolster the Group\u2019s external growth strategy. The main participants in this strategic round included 83 North, Lucerne, and Zobito; \u25a0 issue of 287,633 shares related to the exercise of stock-option assigned to the employees resulting in an increase of \u20ac1 million, of which \u20ac4 thousand as share capital and \u20ac1 million as share premium; and \u25a0 issue of 18,260 shares related to the earn-out assigned to the former shareholders of Dapda resulting in an increase of \u20ac0.1 million, of which \u20ac1 thousand as share capital and \u20ac0.1 million as share premium. Share-based payments The Group operates an equity-settled share-based remuneration scheme for employees, which comprises the Group Employee Share Option Plan. EMI Share Option Plan (the Original Share Option Plan) In October 2021, the Original Share Option Plan, an amended version of the Group share option scheme (the EMI Share Option Plan), was implemented by the Company in anticipation of the listing of the Company\u2019s shares. The exercise price was set at the share market value at grant, amounting to \u20ac0.337 per share. The initial option awards have no performance conditions and vest over a four-year period starting from the day of listing. 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, which was refined and reapproved in May 2025. 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 \u20ac1.21 and \u20ac1.895. 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. For the 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. 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 \u20ac2.37 and \u20ac2.79. 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 \u20ac10 million. As this second performance condition was not met, 25% of the options related to this grant have lapsed. 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 \u20ac5.94 per share. 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. In May 2025, the Board of Directors declared the options granted under the 2024 LTIP null and void, as the aforementioned conditions were not met, and subsequently awarded new options to 31 optionees to remediate the previous grants and ensure continued engagement. In addition, in the same month, the Board of Directors awarded another tranche of Performance Stock Options to Executive Directors, executive management and to all other eligible employees. For both grants, the exercise price was set at the market value of the shares at the time of grant, amounting to \u20ac4.52 per share, and the grants are not linked to any performance conditions. The exercise schedule was structured in three equal instalments over the three-year vesting period. In September 2025, the Board of Directors awarded some executive management members in recognition of the work carried out to date and in consideration of the key activities they will continue to lead in the coming months. This allocation reflects the Company\u2019s appreciation of their ongoing contribution and strategic role in upcoming initiatives. The exercise price was set at the market value of the shares at the time of grant, amounting to \u20ac4.2 per share, and the grants are not linked to any performance conditions. The exercise schedule was structured in three equal instalments over the three-year vesting period. Original Share Option Plan
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac cents)
Number
(\u20ac cents)
Number
Outstanding at 1 January
34
1,987,348
34
2,458,663
Subdivision of shares
Lapsed during the year
1
34
(30,571)
34
(3,839)
Exercised during the year
34
(212,697)
34
(467,476)
Outstanding at 31 December
34
1,744,080
34
1,987,348
Of which
Vested
1,744,080
1,922,680
Unvested
-
64,668
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. Omnibus LTIP a)\u2002Grant related to FY2022
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.645/1.895
527,809
1.645/1.895
663,018
Subdivision of shares
Lapsed during the year
1
1.645/1.895
(38,917)
1.645/1.895
(107,749)
Exercised during the year
1.645/1.895
(51,672)
1.645/1.895
(27,460)
Outstanding at 31 December
1.645/1.895
437,220
1.645/1.895
527,809
Of which
Vested
374,971
305,137
Unvested
62,249
222,672
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. b)\u2002Grant related to January 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.21
241,613
1.21
261,613
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
\u2013
\u2013
1.21
(13,333)
Exercised during the year
\u2013
\u2013
1.21
(6,667)
Outstanding at 31 December
1.21
241,613
1.21
241,613
Of which
Vested
241,613
161,076
Unvested
-
80,537
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. c)\u2002Grant related to June 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.37
348,738
2.37
450,700
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.37
(30,886)
2.37
(99,331)
Exercised during the year
2.37
(23,264)
2.37
(2,631)
Outstanding at 31 December
2.37
294,588
2.37
348,738
Of which
Vested
182,556
110,947
Unvested
112,032
237,791
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. d)\u2002Grant related to 9 November 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.73
18,750
2.73
18,750
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.73 (14,062)
\u2013
\u2013
Outstanding at 31 December
2.73
4,688
2.73
18,750
Of which
Vested
4,688
4,688
Unvested
-
14,062
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. e)\u2002Grant related to 22 November 2023
2024
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.79
22,475
2.79
78,525
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
2.79
(2,100)
2.79
(56,050)
Outstanding at 31 December
2.79
20,375
2.79
22,475
Of which
Vested
12,488
6,870
Unvested
7,887
15,605
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. f)\u2002Grant related to 23 May 2024
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
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
\u2013
\u2013
Unvested
\u2013
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met.
g)\u2002Grant related to 5 May 2025
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
-
-
-
-
Subdivision of shares
Granted during the year
4.52
1,959,740
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.52
1,959,740
-
-
Of which
Vested
256,506
\u2013
Unvested
1,703,234
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
2023 2023 2023 2023 2022
(Omnibus LTIP Jan (Omnibus LTIP Jun (Omnibus LTIP (Omnibus LTIP 2022 Original Share
2023) 2023) 9 Nov 2023) 22 Nov 2023) Omnibus LTIP Option Plan
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at grant date (\u20ac)
0.7655
1.1306
1.2680
1.2680
0.7650
4.7800
Exercise price (\u20ac)
1.21
2.37
2.73
2.79
1.645/1.895
0.337
Weighted average remaining contractual life (years)
8
8
8
8
7
-
Volatility
31.20%
31.59%
31.40%
31.40%
31.20%
31.20%
h)\u2002Grant related to 18 September 2025
2025
2024
Weighted Weighted
average average
exercise price exercise price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
4.20
-
-
-
Subdivision of shares
Granted during the year
4.20
145,000
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.20
145,000
-
-
Of which
Vested
-
\u2013
Unvested
145,000
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met. The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share-based remuneration scheme operated by the Group:
2025 2025 2024
(Omnibus LTIP (Omnibus LTIP (Omnibus LTIP
Sep 2025) May 2025) May 2024)
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at
grant date (\u20ac)
2.2628
2.4105
1.7227
Exercise price (\u20ac)
4.20
4.52
5.94
Weighted average remaining
contractual life (years)
10
10
10
Volatility
38.72%
38.85%
31.40%
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:
\u20ac\u2019000
2025
2024
Equity-settled scheme
1,524
638
Accumulated losses The decrease of Accumulated losses of \u20ac10.2 million compared to the previous year is related to the following events: \u25a0 the decrease of \u20ac12 million related to the loss of the period; \u25a0 the increase of \u20ac1.5 million related to the share-based remuneration expense; \u25a0 the decrease of \u20ac0.1 million related to the issuance of shares for the contingent consideration assigned to the former shareholders of Dapda (reclassified into share capital and share premium); \u25a0 the increase of \u20ac0.2 million related to the translation reserve; and \u25a0 the increase of \u20ac0.2 million related to the defined benefit pension scheme. The last outstanding shares will be issued before 31 December 2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-321": { "value": "
Share-based payments
The Group operates an equity-settled share-based remuneration scheme for employees, which comprises the
Group Employee Share Option Plan.
EMI Share Option Plan (the Original Share Option Plan)
In October 2021, the Original Share Option Plan, an amended version of the Group share option scheme (the
EMI Share Option Plan), was implemented by the Company in anticipation of the listing of the Company\u2019s
shares. The exercise price was set at the share market value at grant, amounting to \u20ac0.337 per share. The
initial option awards have no performance conditions and vest over a four-year period starting from the day
of listing.
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, which was refined and reapproved in May 2025.
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 \u20ac1.21 and \u20ac1.895.
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. For the 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.
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 \u20ac2.37 and \u20ac2.79.
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 \u20ac10 million. As this second
performance condition was not met, 25% of the options related to this grant have lapsed.
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 \u20ac5.94 per share. 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.
In May 2025, the Board of Directors declared the options granted under the 2024 LTIP null and void, as
the aforementioned conditions were not met, and subsequently awarded new options to 31 optionees to
remediate the previous grants and ensure continued engagement. In addition, in the same month, the Board
of Directors awarded another tranche of Performance Stock Options to Executive Directors, executive
management and to all other eligible employees. For both grants, the exercise price was set at the market
value of the shares at the time of grant, amounting to \u20ac4.52 per share, and the grants are not linked to any
performance conditions. The exercise schedule was structured in three equal instalments over the three-year
vesting period.
In September 2025, the Board of Directors awarded some executive management members in recognition of
the work carried out to date and in consideration of the key activities they will continue to lead in the coming
months. This allocation reflects the Company\u2019s appreciation of their ongoing contribution and strategic
role in upcoming initiatives. The exercise price was set at the market value of the shares at the time of grant,
amounting to \u20ac4.2 per share, and the grants are not linked to any performance conditions. The exercise
schedule was structured in three equal instalments over the three-year vesting period.
Original Share Option Plan
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac cents)
Number
(\u20ac cents)
Number
Outstanding at 1 January
34
1,987,348
34
2,458,663
Subdivision of shares
Lapsed during the year
1
34
(30,571)
34
(3,839)
Exercised during the year
34
(212,697)
34
(467,476)
Outstanding at 31 December
34
1,744,080
34
1,987,348
Of which
Vested
1,744,080
1,922,680
Unvested
-
64,668
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
Omnibus LTIP
a)\u2002Grant related to FY2022
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.645/1.895
527,809
1.645/1.895
663,018
Subdivision of shares
Lapsed during the year
1
1.645/1.895
(38,917)
1.645/1.895
(107,749)
Exercised during the year
1.645/1.895
(51,672)
1.645/1.895
(27,460)
Outstanding at 31 December
1.645/1.895
437,220
1.645/1.895
527,809
Of which
Vested
374,971
305,137
Unvested
62,249
222,672
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
b)\u2002Grant related to January 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
1.21
241,613
1.21
261,613
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
\u2013
\u2013
1.21
(13,333)
Exercised during the year
\u2013
\u2013
1.21
(6,667)
Outstanding at 31 December
1.21
241,613
1.21
241,613
Of which
Vested
241,613
161,076
Unvested
-
80,537
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
c)\u2002Grant related to June 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.37
348,738
2.37
450,700
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.37
(30,886)
2.37
(99,331)
Exercised during the year
2.37
(23,264)
2.37
(2,631)
Outstanding at 31 December
2.37
294,588
2.37
348,738
Of which
Vested
182,556
110,947
Unvested
112,032
237,791
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
d)\u2002Grant related to 9 November 2023
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.73
18,750
2.73
18,750
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
Lapsed during the year
1
2.73 (14,062)
\u2013
\u2013
Outstanding at 31 December
2.73
4,688
2.73
18,750
Of which
Vested
4,688
4,688
Unvested
-
14,062
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
e)\u2002Grant related to 22 November 2023
2024
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
2.79
22,475
2.79
78,525
Subdivision of shares
Granted during the year
\u2013
\u2013
\u2013
\u2013
Lapsed during the year
1
2.79
(2,100)
2.79
(56,050)
Outstanding at 31 December
2.79
20,375
2.79
22,475
Of which
Vested
12,488
6,870
Unvested
7,887
15,605
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
f)\u2002Grant related to 23 May 2024
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
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
\u2013
\u2013
Unvested
\u2013
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
g)\u2002Grant related to 5 May 2025
2025
2024
Weighted Weighted
average average
exercise exercise
price price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
-
-
-
-
Subdivision of shares
Granted during the year
4.52
1,959,740
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.52
1,959,740
-
-
Of which
Vested
256,506
\u2013
Unvested
1,703,234
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/ totally not met.
2023 2023 2023 2023 2022
(Omnibus LTIP Jan (Omnibus LTIP Jun (Omnibus LTIP (Omnibus LTIP 2022 Original Share
2023) 2023) 9 Nov 2023) 22 Nov 2023) Omnibus LTIP Option Plan
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at grant date (\u20ac)
0.7655
1.1306
1.2680
1.2680
0.7650
4.7800
Exercise price (\u20ac)
1.21
2.37
2.73
2.79
1.645/1.895
0.337
Weighted average remaining contractual life (years)
8
8
8
8
7
-
Volatility
31.20%
31.59%
31.40%
31.40%
31.20%
31.20%
h)\u2002Grant related to 18 September 2025
2025
2024
Weighted Weighted
average average
exercise price exercise price
(\u20ac)
Number
(\u20ac)
Number
Outstanding at 1 January
4.20
-
-
-
Subdivision of shares
Granted during the year
4.20
145,000
-
-
Lapsed during the year
1
-
-
-
-
Outstanding at 31 December
4.20
145,000
-
-
Of which
Vested
-
\u2013
Unvested
145,000
\u2013
1 The options lapse when the beneficiary leaves the Company and in the case in which the performance conditions related to the grants are partially/
totally not met.
The following information is relevant in the determination of the fair value of options granted during the year
under the equity-settled share-based remuneration scheme operated by the Group:
2025 2025 2024
(Omnibus LTIP (Omnibus LTIP (Omnibus LTIP
Sep 2025) May 2025) May 2024)
Option pricing model used
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average fair value at
grant date (\u20ac)
2.2628
2.4105
1.7227
Exercise price (\u20ac)
4.20
4.52
5.94
Weighted average remaining
contractual life (years)
10
10
10
Volatility
38.72%
38.85%
31.40%
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:
\u20ac\u2019000
2025
2024
Equity-settled scheme
1,524
638
Accumulated losses
The decrease of Accumulated losses of \u20ac10.2 million compared to the previous year is related to the following
events:
\u25a0 the decrease of \u20ac12 million related to the loss of the period;
\u25a0 the increase of \u20ac1.5 million related to the share-based remuneration expense;
\u25a0 the decrease of \u20ac0.1 million related to the issuance of shares for the contingent consideration assigned to
the former shareholders of Dapda (reclassified into share capital and share premium);
\u25a0 the increase of \u20ac0.2 million related to the translation reserve; and
\u25a0 the increase of \u20ac0.2 million related to the defined benefit pension scheme.
The last outstanding shares will be issued before 31 December 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-322": { "value": "
24.\u2002LOSS PER SHARE
The following table shows loss 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
2025
2024
Loss for the period (in thousands of Euros)
(12,019)
(13,053)
Weighted average number of shares
47,421,469
44,892,098
Loss per share (in Euro)
(0.25)
(0.29)
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 \u2013 Shareholders\u2019
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 increase of the weighted average number of shares is due to the issuance of shares performed during
FY2025 already disclosed above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-323": { "value": "
25.\u2002POST BALANCE SHEET EVENTS
In January 2026, MotorK Plc has obtained a new loan with Atempo Growth for an amount of \u20ac2.8 million (net of
costs incurred) with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. The
additional funds were secured under similar financial terms and conditions as the original facility, reflecting the
continued confidence in MotorK\u2019s business model and financial trajectory. A cross-default clause (non-financial
covenant) is in place, linked to the Group\u2019s other financial indebtedness. The loan has been secured against
selected assets of MotorK Italia S.r.l..
On April 10, 2026, Motork Italia S.r.l. entered into a Memorandum of Understanding (\u201cMoU\u201d) with Underdogs
S.r.l. regarding the potential transfer of seven employees and their related operational know-how dedicated
to digital marketing consulting services.
The completion of this transfer is subject to several conditions precedent, including the finalization of due
diligence and the execution of a definitive Services Agreement. Under this future arrangement, Underdogs
would provide services as a subcontractor for Motork\u2019s existing digital marketing clients, while Motork
will retain full ownership of the underlying customer contracts. The parties aim to finalize the definitive
agreements within three months of the MoU signature.
On 13 April 2026, the Group successfully executed capital reserved increases of \u20ac2.5 million with Underdogs
Group S.r.l.. This round is based on a price per share of \u20ac2.75, and results in the issue of 909,091 new ordinary
shares that will be subject to a 12-month lock-up period, underlining the investors\u2019 long-term vision and dedication
to the Group\u2019s success.
The proceeds will be used to further strengthen the Group\u2019s financial position and support general corporate
purposes as MotorK continues its path toward sustainable profitability and cashflow.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-324": { "value": "
26.\u2002TRANSLATION OF FOREIGN COMPANIES\u2019 FINANCIAL STATEMENTS
The exchange rates used to translate non-Euro-zone Company\u2019s financial statements are as follows:
2025 31 Dec 2025
average year-end
exchange exchange
rate rate
Israeli Shekel
3.8934
3.7471
2024 31 Dec 2024
average year-end
exchange exchange
rate rate
Israeli Shekel
4.0044
3.8120
The effect of the translation of MotorK Israel Ltd reporting package amount to \u20ac0.2 million (\u20ac19 thousand in
FY2024) as reported in the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-325": { "value": "
27.\u2002RELATED PARTY TRANSACTIONS
Compensation of key management personnel of the Group
For the purposes of these disclosures, key management personnel comprise solely the members of the
Board of Directors. Full details of their compensation and the number of shares held are disclosed in the
Directors\u2019 Remuneration Report on pages 61-74. Please also refer to the Directors\u2019 Remuneration Report for
information regarding Directors\u2019 shareholdings in the Group. Directors\u2019 compensation is shown in the table on
page 112 under Note 10 \u2013 Group Operating Loss.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-356": { "value": "27.\u2002RELATED PARTY TRANSACTIONS Compensation of key management personnel of the Group For the purposes of these disclosures, key management personnel comprise solely the members of the Board of Directors. Full details of their compensation and the number of shares held are disclosed in the Directors\u2019 Remuneration Report on pages 61-74. Please also refer to the Directors\u2019 Remuneration Report for information regarding Directors\u2019 shareholdings in the Group. Directors\u2019 compensation is shown in the table on page 112 under Note 10 \u2013 Group Operating Loss.", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-372": { "value": "Compensation of key management personnel of the Group For the purposes of these disclosures, key management personnel comprise solely the members of the Board of Directors. Full details of their compensation and the number of shares held are disclosed in the Directors\u2019 Remuneration Report on pages 61-74. Please also refer to the Directors\u2019 Remuneration Report for information regarding Directors\u2019 shareholdings in the Group. Directors\u2019 compensation is shown in the table on page 112 under Note 10 \u2013 Group Operating Loss.", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:984500E0A1C4DLBA3878", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }