DRIVING TECHNOLOGY FORWARD

ANNUAL REPORT 2025

Introduction

WE ARE MOTORK

“At MotorK, innovation is not just a strategy; it is our

DNA. As the industry shifts towards the Agency Model

and electrification, we stand as the critical partner

for digital transformation. We call ourselves SparKers

because we ignite change. Technology evolves gradually

- until it transforms everything at once. We believe that

moment is now, and MotorK is at the forefront, driving

the industry forward.”

Marco Marlia

President & Co-Founder

We shape the future of mobility by equipping

the industry with an AI-powered, data-driven

‘operating system’, that enhances efficiency,

accelerates growth, and redefines the

customer experience.

We empower car manufacturers

and dealerships to navigate a

historic industry transformation.

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Highlights

HIGHLIGHTS

Revenue

€40.9m

2024: €40.3m

Adjusted EBITDA

€4.3m

2024: -€0.5m

PDF/PRINTED VERSION

This document is the PDF/printed version of MotorK’s 2025

Annual Report and has been prepared for ease of use.

The 2025 Annual Report in European Single Electronic

Format (ESEF) is the official version. The ESEF reporting

package is available on the Company’s website. In case of

any discrepancies between this PDF version and the ESEF

reporting package, the latter prevails.

Committed annual recurring revenue (CARR)

€36.7m

2024: €36.6m

Cash EBITDA⁴

-€2.2m

2024: -€8.8m

ABOUT THIS REPORT

This report is intended to inform stakeholder groups that

have an impact on, or are impacted by, our business. This

includes customers, investors and shareholders, regulators

and supervisors, employees, government authorities

and non-governmental organisations. It aims to give our

stakeholders a balanced overview of our activities and

MotorK’s ability to create and sustain value. We welcome

reactions and views, which can be emailed to investors@

motork.io. Additional disclosures are available on investors@

motork.io.

Net cash

€3.7m

2024: €3.4m

Loss before tax

-€11.9m

2024: -€13.1m

FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements

with respect to the operations, performance and financial

condition of the Group. Such forward-looking statements

speak only as of the date of this Annual Report and are

expressly qualified in their entirety by the cautionary

statements included in this Annual Report. Without prejudice

to its obligations under Dutch law and English law in relation to

disclosure and ongoing information, the Company undertakes

no obligation to update publicly or revise any forward-looking

statements, whether as a result of new information, future

events or otherwise. Nothing in this Annual Report should be

construed as a profit forecast.

1 This is a non-GAAP measure considered relevant by management and it is considered a Group Alternative Performance Measure (APM). Reconciliation with the accounts is provided on page 153 of this Annual Report.

2 Equivalent to the caption Cash on hand and cash at banks reported in the Consolidated Statement of Financial Position on page 92 of this Annual Report.

3 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 155 of this Annual Report.

4 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 156 of this Annual Report.

COMPANY OVERVIEW

Highlights 02

At a Glance 03

Our Strategic Framework 04

Our Foundations 05

Our Investment Case 08

STRATEGIC REPORT

Chairman’s Letter 10

President’s Statement 12

Market Overview 14

Our Business Model 17

Our Strategy 18

Our ESG Vision 22

Stakeholder Engagement and S172 Statement 30

Financial and Operating Review 33

Financial and Non-Financial KPIs 39

Principal Risks and Uncertainties 40

CORPORATE GOVERNANCE

Corporate Governance Report 47

Governance Overview 48

Non-Executive Directors’ Report 54

Board of Directors 57

Executive Management Team 59

Remuneration Committee Report 61

Directors’ Report 75

FINANCIAL STATEMENTS

Independent Auditor’s Report 81

Consolidated Statement of Profit and Loss and Other

Comprehensive Income 91

Consolidated Statement of Financial Position 92

Consolidated Statement of Cash Flows 94

Consolidated Statement of Changes in Equity 95

Notes Forming Part of the Consolidated Financial Statements 97

MotorK Plc Statement of Financial Position 136

MotorK Plc Statement of Changes in Equity 137

Notes Forming Part of the MotorK Plc Financial Statements 139

Group Alternative Performance Measures 153

Company Information 157

MotorK Annual Report 2025

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At a Glance

A TRUSTED PARTNER

Enterprise customers

2024: 30

Retail customer base

4,000

2024: 6,000

Innovation is at the heart of our DNA

READ MORE ABOUT OUR

BUSINESS MODEL:

PAGE 17

BROAD

GEOGRAPHICAL

FOOTPRINT

We operate through

ten offices in eight countries,

employing 306 people*.

REVENUE

Revenue mix

SaaS platform** 76% (2024: 75%)

Digital marketing 20% (2024: 22%)

Other revenues 4% (2024: 3%)

* Number of employees at the end of the reporting period (please refer to the Financial and Non-Financial KPIs section on page 39).

W E A R E

MOTORK

Tech mindset, automotive focus

SIMPLIFYING THE DIGITAL LANDSCAPE

We are a leading and fast-growing software as a

service (SaaS) provider for the automotive retail

industry in the Europe, Middle East and Africa

(EMEA) region.

We empower car dealers and original equipment

manufacturers (OEMs) to improve their customer

experience through a broad suite of fully

integrated digital products and services.

OUR PLATFORM

Our open and scalable automotive retail platform,

SparK, enables dealers and OEMs to move

in step with changing consumer behaviour. It

integrates sales, marketing and operations into

a single ‘source of truth’, replacing fragmented

legacy systems with a cost-effective, AI-enhanced

solution.

Integrations

300+

automotive-specific features

** Includes Contract start-up revenue. Please refer to the Financial and Operating Review on page 34 for further details.

OUR

MISSION

Our values, foundations

and business model

Our strategic elements:

Innovate, Land and Expand, Consolidate

MotorK Annual Report 2025

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Our Strategic Framework

DRIVING INNOVATION

AND GROWTH

Everything we do is aligned to achieve our vision

TECHNOLOGY

We are a natively digital Company:

innovation is deeply rooted in our DNA.

MOBILITY

We speak the language of mobility:

we understand the industry and its

challenges.

PEOPLE

We design technology to create value

for mobility players and customers.

CUSTOMER

OBSESSED

FORWARD

THINKING

RESULT

DRIVEN

ALWAYS

AMBITIOUS

EMPOWERING

INCLUSION

OUR VALUES

OUR FOUNDATIONS

OUR BUSINESS MODEL

Providing innovative digital solutions

to meet the specific needs of OEMs and

dealers, including managing the entire

vehicle sales process, customer loyalty

and after-sales relationships, with

significant investment in research and

development (R&D).

OUR STRATEGIC ELEMENTS

Based on MotorK’s core values,

our Innovate, Land and Expand,

and Consolidate pillars position

us well to achieve our vision

and mission.

READ MORE: PAGES 19-22 READ MORE: PAGE 18

READ MORE: PAGES 23–26

WE SUPPORT

OUR PEOPLE TO

CREATE VALUE

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Our Investment Case

DIFFERENTIATED

SOLUTIONS

■ The only cloud-native AI

platform built for the Agency

Model, enabling centralised

OEM control with local dealer

agility.

■ Delivering mission-critical tools

like predictive lead scoring and

automated stock management

that drive real efficiency.

■ A one-stop-shop integrating

the whole customer journey to

replace fragmented legacy

point solutions.

PAGE 17

R&D investments as a % of Group

totalrevenues

30%

2024: 32%

RESILIENT FINANCIAL

PERFORMANCE

■ Achieved quarterly positive

Cash EBITDA from Q3 2025,

validating the strategic pivot to

profitable execution.

■ Strong SaaS Recurring Revenue

split at 74%, providing resilience

against market volatility.

■ Proven scalability by growing

revenue while flattening

the cost base through R&D

optimisation.

PAGES 81-156

CARR

€36.7m

2024: €36.6m

FAVOURABLE MARKET

DYNAMICS

■ A massive Total Addressable

Market driven by cloud

migration, compliance, and

cybersecurity needs.

■ Our Serviceable Addressable

Market targets high-value

dealers in the EU5 + Benelux

seeking modern alternatives.

■ The shift to the Agency Model

and network consolidation

is breaking incumbent

strangleholds, opening a €220

million immediate revenue

window.

PAGES 14-16

API integrations

300+

2024: 300+

CLEAR STRATEGY FOR

GROWTH

■ Innovate: ongoing investment

in innovation to extend product

categories and embrace

industry trends.

■ Land and Expand: upselling

and cross-selling to a loyal retail

and enterprise customer base.

■ Consolidate: selected

acquisitions to enter new

markets and expanding

presence in existing markets to

consolidate market share and

strengthen our position as the

European leader.

PAGES 18-21

Adjusted EBITDA

€4.3m

2024: -€0.5m

D R I V I N G

INNOVATION

AND GROWTH

Through continuous innovation and

a data-driven approach, MotorK

has established itself as a leading

European SaaS provider, empowering

dealers and OEMs with intelligent,

scalable solutions that drive efficiency

and profitability.

1 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 153 of this Annual Report.

2 Application Programming Interface (API) is defined as a set of rules, protocols and tools that allows different software applications to communicate and interact with each other.

3 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 155 of this Annual Report.

MotorK Annual Report 2025

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STRATEGIC REPORT

Chairman’s Letter 10

President’s Statement 12

Market Overview 14

Our Business Model 17

Our Strategy 18

Our ESG Vision 22

Stakeholder Engagement and S172 Statement 30

Financial and Operating Review 33

Financial and Non-Financial KPIs 39

Principal Risks and Uncertainties 40

Strategic

Report

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Chairman’s Letter

CHAIRMAN’S

LETTER

“We entered FY2025 with a

singular, overriding objective: to

prove the inherent profitability of

our business model. We met this

challenge and, in critical areas,

exceeded our timelines.”

Dear Shareholders,

Fiscal year 2025 marked the most significant

structural transformation in MotorK’s history. In

line with the path we commenced in FY2024, it

was the year we deliberately moved away from the

high-growth investment mindset and embraced

the discipline of a mature, cash-generative market

leader.

We have successfully navigated our ‘pivot to

profitability’, fundamentally re-engineering our

Profit&Loss (P&L) management and setting MotorK

on a trajectory toward sustainable growth with

robust profit margins.

THE FINANCIAL INFLECTION POINT

The defining narrative of 2025 is one of decisive

execution and structural maturity, spearheaded

by the appointment of Zoltan Gelencsér as CFO in

January. His arrival helped the Group accelerate the

operational pivot from ‘growth first’ to a disciplined

strategy of profitable scalability. Under his leadership,

we executed a rigourous efficiency programme that

delivered results faster than the market anticipated,

achieving our primary goal - positive quarterly Cash

EBITDA from Q3 2025 - ahead of both our internal

plan and market guidance.

This profitability was not achieved through temporary

austerity, but through a permanent re-engineering of

our cost base. We aggressively consolidated legacy

systems to eliminate redundant third-party licensing

intricate operational needs of global OEMs. His

appointment signals a new era for our commercial

team. We are structuring pan-European digital

transformation deals with manufacturers who are

rapidly transitioning to the Agency Model. Xavier’s

mandate is clear: secure the Enterprise, expand our

footprint within major automotive groups, and drive

the adoption of our full integrated suite.

costs and reduce technical debt, while simultaneously

right-sizing our organisation to achieve a 15%

reduction in Full-Time Equivalents (FTEs) with

increased output per head. By implementing

strict capital allocation policies, we ensured that

investment was directed solely toward high Return

on Investment (ROI) R&D and Enterprise growth

engines, proving that our operating model can

generate cash while continuing to innovate.

Simultaneously, we made the conscious strategic

decision to prioritise ‘high-quality Revenue’ over

hollow volume. We voluntarily churned a significant

portion of our legacy, long-tail customer base

(smaller, lower-margin dealerships that required

disproportionate support) to focus on high-retention,

high-margin Enterprise and OEM relationships. While

this strategic pruning resulted in stabilised figures

for the year, with CARR ending at €36.7 million and

Reported Revenue at €40.9 million, the underlying

health of the business has transformed. In 2025,

we unequivocally answered the market’s question

regarding our ability to scale; MotorK is no longer

just a growth story, but a profitable growth story.

THE ENTERPRISE MOMENTUM

Executing this upmarket strategy required

leadership capable of navigating complex, multi-

country framework agreements. In August 2025,

we welcomed Xavier Vandame as our new Chief

Revenue Officer (CRO).

Xavier brings over 30 years of automotive

experience, having previously served as Vice

President at MSX International. His background

is not just in sales; it is in understanding the

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Chairman’s Letter continued

THE AI-NATIVE OPERATING SYSTEM

In 2025, we executed a defining pivot: establishing

MotorK as the AI-native operating system for

European automotive retail.

Recognising an industry rich in data but poor in

insight, we focused our R&D on shattering legacy

silos to create a ‘golden customer record’. By

ingesting and cleaning data from every touchpoint,

we now offer OEMs and retailers a single source

of truth. As the market accelerates toward the

Agency Model, this unified infrastructure is no

longer optional - it is the prerequisite for centralised

inventory and customer management.

We have consequently shifted our value proposition

from managing workflows to predicting revenue. Our

proprietary AI now anticipates vehicle service needs

to secure high-margin after-sales revenue, while our

generative AI engines deliver hyper-automation to

counter skilled labour shortages. By evolving into the

central intelligence layer that drives both efficiency

and profitability, MotorK has transformed from a

software provider into an operational necessity.

GOVERNANCE AND LEADERSHIP

To support this operational restructuring, we

implemented changes at the highest level of our

governance. As I stepped into the role of Interim

Chief Executive Officer (CEO), my focus has

been laser-sharp: operational excellence, capital

allocation, and the delivery of positive cash flow.

This transition has allowed Marco Marlia, our

co-founder, to assume the role of President.

In this capacity, Marco is freed from the daily

operational grind to focus on what he does best -

evangelising our vision, nurturing high-level strategic

partnerships, and guiding the long-term product

roadmap. This division of labour ensures that while

we tighten our operational belt, we do not lose the

innovative spirit that built this Company.

OUTLOOK: A RESILIENT FUTURE

Looking ahead, we are not the same Company

we were twelve months ago. We are leaner, more

focused, and financially resilient. The automotive

sector faces its own headwinds, from supply chain

shifts to the Electric Vehicle (EV) transition, but

MotorK has proven it can navigate turbulence.

For the coming year, we will focus on protecting our

margins, expanding our Enterprise relationships

under Xavier’s leadership, and leveraging our AI

capabilities to deepen our moat. We have cleared

the hurdles of 2025, and the path ahead is one of

sustainable, profitable value creation.

Thank you for your continued trust in MotorK.

Amir Rosentuler

Executive Chairman & Interim CEO

CARR

€36.7m

2024: €36.6m

1 This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided

onpage153 of this Annual Report.

2 Number of employees as at the end of the reporting period. Please refer to page 39 of this Annual Report.

3 R&D investment as a % of Group total revenues.

SparKers

306

2024: 385

R&D investment

30%

2024: 32%

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President’s Statement

Q&A WITH

MARCO MARLIA

In 2025, Marco Marlia transitioned

to the role of President to focus

on MotorK’s strategic horizon -

strengthening partnerships, driving

consolidation and guiding major

enterprise relationships.

Q: 2025 was a year of significant transformation

for MotorK. Looking back, how would you

characterise the Group’s performance and

strategic direction?

A: 2025 was the year we proved the inherent

profitability of our business model. We moved

from an era of investment to an era of return.

The discipline we applied to our operations

has yielded tangible results: we closed the year

with €40.9 million in Revenue and an Adjusted

EBITDA of €4.3 million. Most critically, we

achieved a positive Cash EBITDA position in Q3,

validating the operating leverage we have built

over the last decade. We enter 2026 not just

as a more focused Company, but as a stronger

one - built on high-quality recurring revenue and

a cost structure that is engineered for margin

expansion.

Q: In mid-2025, you transitioned from CEO to

President, with Amir Rosentuler stepping in as

Interim CEO. What drove this decision, and how

has your focus shifted?

A: This transition was about specialising our

leadership to match the maturity of the business.

Amir is an exceptional operator who is driving

the financial rigour required of a public company.

This allows me to dedicate 100% of my energy

to the external market - evangelising our vision

to OEMs and dealers and identifying the next

wave of industry disruption. My focus is to bridge

the gap between Silicon Valley innovation and the

boardroom needs of Europe’s automotive leaders

moving from strategic partnerships to shaping the

long-term product roadmap.

Q: We are seeing major shifts in how cars are sold,

specifically the ‘Agency Model’. Why does this

play to MotorK’s strengths?

A: The Agency Model is a significant challenge

for legacy software vendors. You simply cannot

execute a centralised, pan-European sales

strategy if your data is trapped in 50 different local

systems that don’t talk to each other. This is our

competitive advantage. While our competitors are

trying to patch together single-country solutions,

MotorK is providing the unified infrastructure

that allows an OEM to manage stock, leads and

customer data across Europe simultaneously. We

are one of the very few players with the scale to

turn this complexity into a competitive advantage

for our clients.

Q: AI was a major buzzword in 2025. How is MotorK

moving beyond the hype?

A: We view AI through the lens of ‘data sovereignty’.

In a world where third-party data is disappearing,

the dealer’s first-party data is their most valuable

asset - but only if they can use it. Our strategy is

not just about automating tasks; it is about giving

our clients control. Our platform uses AI to clean,

structure and activate millions of data points that

would otherwise sit dormant. We are moving the

industry from a ‘system of record’ to a ‘system

of intelligence’, where the software doesn’t just

store customer data, but actively predicts how to

monetise it.

Q: The European market remains fragmented. You

have always been an active consolidator - how

has your approach to M&A evolved?

A: We have moved beyond simply acquiring market

share to acquiring talent and capability. Our

focus now is on integration velocity. We have

developed a proprietary ‘MotorK playbook’

that allows us to take a local legacy champion

and plug them into our pan-European SparK

ecosystem in record time. It is not just about

buying revenue; it is about cultural integration

and technology migration. We look for teams

that have deep local trust but lack the capital

to build an AI-native platform. By bringing them

into the MotorK fold, we unlock immediate value

for their customers and immediate synergies for

our shareholders.

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President’s statement continued

Q: Finally, what is your message to shareholders regarding

the long-term vision for MotorK?

A: We have successfully navigated the transition from a

high-growth startup to a disciplined, profitable market

leader. The fundamental drivers of our industry -

digitalisation, data monetisation, and the EV transition

- are accelerating. We possess a defensible competitive

advantage through our deep vertical specialisation and

our proprietary technology stack. We have a committed

team, a clear strategy, and now, a profitable financial

foundation. I am confident that MotorK is uniquely

positioned to define the future of automotive retail in

Europe.

Marco Marlia

President & Co-Founder

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Market Overview

MARKET

OVERVIEW

“The European automotive retail

industry is undergoing its most

profound transformation in

decades. In 2025, the theoretical

‘future of mobility’ became the

operational reality.”

Marco Marlia

President & Co-Founder

NAVIGATING A STRUCTURAL REVOLUTION

The convergence of shifting distribution models, the

electrification of the powertrain, and the imperative

for data monetisation is reshaping how vehicles are

sold and serviced. This disruption creates a distinct

‘adapt or perish’ environment for retailers and

OEMs alike. In this landscape, software is no longer

a support function; it is the strategic battleground.

MotorK operates at the intersection of these macro

trends, providing the digital backbone that enables

the industry to transition from fragmented legacy

operations to a unified, efficient and consumer-

centric future.

MotorK targets a massive and growing Total

Addressable Market (TAM) comprising the entire

European automotive retail software ecosystem.

Our primary focus remains the EU5 automotive

retail software market (SOM), a high-value segment

we estimate at approximately €2.8 billion. The

market is characterised by a ‘long tail’ of fragmented

legacy vendors - local providers offering single-point

solutions that lack the scale, security and integration

capabilities required by modern multinational

enterprise clients. This fragmentation represents a

significant consolidation opportunity for MotorK,

the only pan-European player with a fully integrated,

end-to-end SaaS platform.

THE SHIFT TO THE AGENCY MODEL AND

NETWORK CONSOLIDATION

To combat margin compression - where distribution

costs can reach ~17% of a vehicle’s price - OEMs are

fundamentally restructuring their networks. The

industry is rapidly moving toward the Agency

Model, where OEMs control inventory and pricing

centrally while dealers act as fulfilment agents.

Simultaneously, the retail landscape is consolidating

into ‘mega-dealers’ to achieve economies of scale.

According to PwC’s 2025 analysis, this shift is

accelerating, with dealers identifying direct sales

as the single greatest threat to traditional retail,

necessitating a radical integration of IT systems

between OEMs and dealer networks to survive the

transition. This shift renders legacy, disconnected

software obsolete; OEMs cannot execute a

centralised strategy if their inventory and customer

data are trapped in thousands of siloed local Dealer

Management Systems (DMS) that cannot ‘speak’

to HQ. Our SparK platform serves as the ‘Enterprise

operating system’ for this transition, providing

the centralised architecture that allows OEMs to

manage stock and pricing across entire countries

while giving dealers the local tools they need -

becoming the single source of truth that makes the

Agency Model operationally viable.

THE EV TRANSITION AND NEW MARKET

ENTRANTS

European OEMs face stringent CO

regulatory

targets, necessitating an optimised sales mix

toward EVs. Data from the European Automobile

Manufacturers’ Association (ACEA) confirms this

momentum, with battery electric vehicle (BEV)

registrations in the EU rising by 22% in the first half

of 2025 alone, capturing a 15.6% market share.

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Market Overview continued

Concurrently, agile Asian newcomers are aggressively

entering the market; the Boston Consulting Group

reports in its November 2025 study that consumer

openness to Chinese brands in Europe has reached

10-20%, driven by superior digital interfaces and

competitive pricing. Legacy brands need to reduce

customer acquisition costs to protect margins

during this capital-intensive transition, while

new entrants need speed - requiring immediate,

scalable digital infrastructure to launch entire

country networks overnight without the burden of

building proprietary IT stacks. MotorK addresses

both needs: for heritage OEMs, our tools streamline

operations to protect EBITDA, and for new entrants,

we offer ‘infrastructure-in-a-box’ - a turnkey, rapidly

deployable digital ecosystem that allows brands to

activate sales networks in new geographies instantly.

DATA MONETISATION AND AI HYPER-

AUTOMATION

As hardware margins on vehicle sales tighten,

profitability is shifting to the vehicle lifecycle.

Connected cars generate terabytes of data, yet

Deloitte’s 2025 Global Automotive Consumer

Study highlights a critical gap: while connectivity

is ubiquitous, most retailers still lack the capability

to monetise this data effectively or build trust with

consumers regarding its use. The ‘servitisation’ of

the auto industry has become critical, with dealers

needing to sell mobility and maintenance as recurring

services rather than one-off products. Dealers are

historically reactive, waiting for customers to book

service appointments, lacking the tools to process

the sheer volume of telematics data their vehicles

produce. We are pioneering AI hyper-automation to

solve this: our PredictSparK module operationalises

dormant data, transforming signals like ‘brake pad

wear alerts’ into automated service appointment

bookings. This shifts the business model from reactive

repairs to proactive, high-margin recurring revenue,

directly impacting the retailer’s bottom line.

THE OMNICHANNEL IMPERATIVE

The modern automotive consumer journey is now

70% digital. Cox Automotive’s 2025 Tech Trends

report reveals that 71% of buyers now expect a fully

seamless omnichannel experience, demanding the

ability to move between online research and in-store

visits without repeating information or restarting

the process. ‘Lead leakage’ is a critical failure point;

in a low-volume environment, dealers cannot afford

to lose prospects due to data silos between their

website, customer relationship management tool

(CRM), and showroom floor. SparK bridges this gap

by integrating WebSparK (digital storefront) directly

with LeadSparK (CRM) and StockSparK (inventory),

ensuring a seamless flow of data. This eliminates

friction, maximises lead-to-sale conversion, and

delivers the ‘negotiation-free’ digital experience

modern consumers expect.

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Market Overview continued

OUR MARKET

A PAN-EUROPEAN POWERHOUSE

MotorK is the only automotive software provider with a truly pan-European footprint. In 2025, our operations spanned five key markets, generating €40.9 million in total revenue. Our geographical diversity acts as a

strategic asset, allowing us to serve the complex, cross-border needs of multinational OEMs while tailoring our execution to local dealership dynamics. This year, our market performance reflected our broader strategic

pivot: growing where it matters and streamlining where it counts. We drove expansion in our core and developing territories while executing a disciplined cleanup of legacy portfolios in others to improve our long-term

margin profile.

Italy remains the engine room of the

Group, delivering robust growth and

serving as the operational blueprint for

our other regions. Revenue grew by nearly

5% to €27.6 million, representing 67%

of the Group total. This performance

was driven by strong retention and the

successful upsell of the SparK platform to

existing customers. Italy exemplifies the

maturity of our model; here, we see the

highest adoption of our full product suite,

proving that as dealers consolidate and

digitise, MotorK captures an increasing

share of wallet. The region’s strong

profitability continues to fund innovation

across the wider Group.

Spain showed resilience in a competitive

environment, maintaining a solid revenue

base of €3.6 million. While top-line revenue

saw a slight consolidation of 2%, the

underlying quality of the book of business

has improved. Spain continues to be a

key market for our Enterprise strategy,

where we are seeing increasing traction

with dealer groups looking to digitize their

stock management and lead processing,

leveraging our local expertise to displace

fragmented local competitors.

France, our second-largest revenue

stream, reflects a deliberate and

necessary transition. Revenue adjusted to

€5.1 million, a 10% year-on-year decline,

as we executed a planned phase-out of

non-core, lower-margin legacy contracts

inherited from previous acquisitions.

This strategic realignment is now largely

complete. We have exited 2025 with a

leaner, healthier customer base focused

on high-value recurring SaaS contracts,

and our focus for 2026 is returning to

sequential growth built on this solidified

foundation.

As Europe’s largest automotive market,

Germany represents our most significant

long-term opportunity. Revenue stood at

€2.1 million, reflecting a 5% decline that

mirrors the disciplined portfolio optimisation

applied in France. We have sharpened our

focus on scalable, higher-margin accounts.

With the legacy churn behind us, our

German operations are now rightsized to

pursue aggressive Enterprise opportunities,

leveraging the shift to the Agency Model

which is particularly advanced in this region.

Benelux was a standout performer in

2025, delivering the highest percentage

growth across our footprint. Revenue

climbed to €2.6 million, up 6% year-on-year,

validating our investment in this highly

digitised market. The region’s sophisticated

dealership network has shown a strong

appetite for our advanced modules,

particularly in digital retail and stock

management. Benelux serves as a key proof

point for our ability to scale organically

outside of Southern Europe.

ITA LY SPAIN FRANCE GERMANY BENELUX

MotorK Annual Report 2025

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Our Business Model

C R E AT I N G VA L U E

FOR STAKEHOLDERS

DUAL ENGINES OF GROWTH: RETAIL AND

ENTERPRISE

Our go-to-market strategy enables us to capture

value across the entire industry spectrum through

two complementary channels. In the Retail segment,

we serve thousands of individual dealerships

and dealer groups. Here, our model is driven

by a ‘Land and Expand’ strategy. We typically

enter a relationship through a core necessity,

such as a website or stock management tool,

and systematically upsell additional high-margin

modules over time. This approach not only increases

average contract value (ACV) but also solidifies

retention, as customers consolidate their tech stack

with a single, trusted partner.

Simultaneously, our Enterprise channel serves

OEMs and national sales companies, providing the

centralised infrastructure required for complex,

multi-country digital transformations. This

segment is characterised by long-term, high-value

contracts that offer exceptional revenue visibility.

As the industry shifts toward the Agency Model,

our Enterprise business has become a strategic

growth driver. OEMs rely on MotorK to provide

the centralised governance and inventory visibility

needed to manage direct sales across entire

networks, positioning us as the infrastructure

partner for the industry’s most significant structural

shift.

HIGH-QUALITY, RECURRING REVENUE

The financial output of this model is a highly resilient

and predictable revenue stream. The vast majority

of our income is derived from recurring SaaS

subscriptions, which provided approximately 74% of

our total revenue in 2025. This subscription-based

model creates a stable financial baseline that allows

us to invest confidently in R&D and innovation. Our

focus in 2025 on phasing out lower-quality, non-

recurring legacy contracts has further purified this

mix, ensuring that every euro of revenue is of higher

quality and contributes more efficiently to our long-

term profitability.

CONSOLIDATION AS A STRATEGIC

ACCELERATOR

Beyond organic growth, our business model is designed

to capitalise on the fragmentation of the European

market. We act as a natural consolidator, identifying

local legacy vendors with established customer bases

but outdated technology. Our proven M&A playbook

involves acquiring these assets and migrating their

customers onto the superior SparK platform. This

strategy unlocks immediate value: customers gain

access to enterprise-grade tools they could not

otherwise afford, while MotorK realises significant cost

synergies and cross-sell opportunities. By systematically

rolling up the market, we are building a defensive

moat of scale and data that is increasingly difficult for

competitors to breach.

B2B SaaS

Platform

THE OPERATING SYSTEM FOR

AUTOMOTIVE RETAIL

MotorK’s business model is built on a simple yet

powerful premise: to provide the mission-critical

digital infrastructure that powers the European

automotive distribution chain. We are not merely

a vendor of disparate software tools; we are the

architects of a unified, cloud-native ecosystem

- the SparK platform - that serves as the central

nervous system for dealerships and OEMs alike. By

integrating sales, marketing and operations into a

single ‘source of truth’, we replace the fragmented

legacy systems of the past with a scalable,

modular SaaS solution. This positioning creates

high switching costs and deep customer stickiness,

transforming our technology from a discretionary

expense into an operational necessity.

A MODULAR, INTEGRATED PLATFORM

At the heart of our value creation is the SparK

platform, a comprehensive suite of over a dozen

modules covering the entire vehicle lifecycle - from

initial customer acquisition via digital showrooms

(WebSparK) to lead management (LeadSparK)

and inventory optimisation (StockSparK), all

the way to predictive after-sales retention

(PredictSparK). Unlike competitors who offer

isolated point solutions, our model leverages

deep integration. Data flows seamlessly between

modules, allowing a lead generated

SaaS recurring revenue as % of total revenue

74%

2024: 74%

on a website to instantly populate the CRM and

trigger an automated inventory match. This

interconnectedness drives a powerful ‘flywheel

effect’: the more modules a customer adopts, the

more value they extract from the platform, and the

more entrenched MotorK becomes in their daily

operations.

1 Please refer to the Financial and Operating Review on page 34.

MotorK Annual Report 2025

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Our Strategy

OUR VALUES

Customer obsessed

Our customers are at

the heart of everything

we do. We are

dedicated to delivering

exceptional experiences

that foster trust, loyalty

and success.

Forward thinking

We are always looking

ahead, challenging

the status quo and

innovating with

boldness and creativity

to drive excellence.

Result driven

We never stand still.

Our focus is on impact,

ensuring we achieve

measurable outcomes

that matter to our

customers, employees

and stakeholders.

Always ambitious

We are driven by a

contagious energy,

pushing boundaries,

moving fast, and

embracing challenges

with passion and

ingenuity.

Empowering

inclusion

We are stronger

because of our diversity.

By prioritising integrity,

fairness and work-life

balance, we cultivate an

inclusive environment

that fuels our collective

success.

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

OUR STRATEGY

SHAPING

THE FUTURE

OF MOBILITY

INNOVATE LAND AND EXPAND CONSOLIDATE

Our strategy is calibrated to lead the European automotive sector through a period of historic disruption. We are

not merely participants in this transition; we are its architects. Our roadmap is defined by four mutually reinforcing

pillars - Innovate, Land and Expand, Consolidate, and Enterprise - but in 2025, the gravitational centre of our

strategy has been a relentless focus on the first: redefining our platform through AI.

MotorK Annual Report 2025

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Our Strategy - Innovate

For years, the industry treated AI as a futuristic

novelty. At MotorK, we treat it as an operational

necessity. Our ‘Innovate’ strategy is built on a simple,

powerful conviction: in a margin-compressed world,

software must do more than manage workflows - it

must predict outcomes and automate revenue. We’ve

worked to evolve SparK from a suite of SaaS tools

into the industry’s first true AI operating system,

transforming raw data into actionable, high-margin

intelligence.

AI-POWERED SINGLE SOURCE OF TRUTH

The beating heart of this system is our Customer

Data Platform (CDP), officially launched in 2025 as

the industry’s first privacy-centric data engine built

specifically for automotive retail. In a post-cookie

digital landscape, data sovereignty is king. Our CDP

acts as the central intelligence layer, ingesting millions

of fragmented signals from the DMS, the showroom

floor, and the website to create a unified ‘Golden

Customer Record’. But we don’t just store this data; we

interrogate it. Our native AI algorithms automatically

segment audiences based on real-time intent,

allowing non-technical marketing teams to deploy

hyper-personalised campaigns instantly. It transforms

the chaotic noise of Big Data into a clear, privacy-

first signal that drives sales, ensuring dealers retain

full ownership and compliance while maximising the

lifetime value of every customer interaction.

OUR SALES CO-PILOT

This intelligence flows directly into LeadSparK, our

next-generation CRM. We have moved beyond

passive lead storage to active lead acceleration.

LeadSparK acts as an ‘AI co-pilot’ for sales teams,

using intelligent routing to assign prospects to

the right agent at the exact right moment. By

automating low-value administrative tasks - from

initial data entry to routine follow-ups - we free up

human talent to focus on what they do best: closing

deals. The result is a dramatic reduction in ‘lead

leakage’ and a tangible increase in conversion rates,

protecting the dealer’s bottom line in a low-volume

market.

ANTICIPATING CUSTOMERS’ NEEDS

Perhaps our most radical innovation lies in the newly

upgraded PredictSparK, our predictive marketing

engine. In 2025, we deployed a significantly enhanced

AI model that creates revenue where none existed

before. By analysing dormant vehicle data - service

history, mileage patterns and telematics signals -

PredictSparK’s advanced algorithms now anticipate

a customer’s needs with unprecedented accuracy.

The system identifies a driver due for maintenance

and automatically triggers a personalised booking

reminder via SMS or email, bypassing the need for

manual list-building. This is AI hyper-automation in

action: shifting the after-sales model from reactive

repairs to proactive, recurring revenue generation,

locking in customer loyalty without lifting a finger.

AN OPTIMISED SHOWROOM

The ecosystem is rounded out by StockSparK and

WebSparK, which use generative AI to automate

the merchandising process. From enhancing vehicle

imagery to writing SEO-optimised descriptions,

our tools ensure that inventory is published faster

and looks better than the competition. We are not

just building features; we are building a structural

competitive advantage for our clients.

INNOVATE

“ We worked on transforming

SparK from a SaaS platform

to an AI operating system.”

Johnny Quach

Chief Product and Marketing Officer

R&D investments as a % of Group total

revenues

30%

2024: 32%

Integrations

300+

2024: 300+

F U T U R E

PRIORITIES

■ Launch LSK III

■ Maintain healthy R&D investment levels

■ Embrace future industry trends

F U T U R E

PRIORITIES

■ Increase customer value through

the new proactive and consultative

approach

■ Partner with OEMs to help them

navigate the Agency Model

transition

MotorK Annual Report 2025

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Our Strategy - Land and Expand

The ‘Land and Expand’ strategy remains the

cornerstone of MotorK’s long-term growth and

margin expansion. Our approach is disciplined:

we acquire customers by solving an immediate,

critical pain point with a specific module - such

as WebSparK or LeadSparK - and subsequently

guide them through a journey of digital maturity by

layering additional, integrated solutions from the

SparK platform.

When a customer experiences the efficiency of a

single module, the progression toward full platform

adoption becomes a natural business evolution.

The data underscores the power of this journey:

migrating a single-point customer into our fully

integrated ecosystem unlocks up to 400% upsell

potential.

A CONSULTATIVE GO TO MARKET (GTM)

MACHINE

To execute this high-value focus, we fundamentally

redesigned our go-to-market structure. In late 2025,

we merged our customer success and training teams

into a unified customer success manager (CSM) role.

By reducing internal ‘procedural handshakes’,

we have empowered our CSMs to move beyond

reactive support and adopt a proactive, consultative

approach.

400%

Potential upsell throughout the MotorK journey

LAND AND EXPAND

“ Our commercial engine has

evolved. By pairing our ‘Land

and Expand’ strategy with a

newly established customer

success structure, we are

embedding ourselves as the

indispensable operating

system for automotive retail.”

Xavier Vandame

Chief Revenue Officer

WebSparK ROI

26x

WebSparK leads

+30%

Increase compared to third-party providers

PARTNERING FOR THE AGENCY MODEL

Finally, our Enterprise strategy positions us as

the infrastructure partner for the industry’s most

significant structural shift: the move to the Agency

Model. OEMs can no longer afford to have their

inventory and customer data trapped in thousands

of disconnected local systems. They require a

centralised, pan-European ‘source of truth’. MotorK

is the only player with the scale, the multi-country

expertise, and the technology stack to deliver this.

Whether an OEM is centralising stock management

or taking direct control of the customer journey,

SparK provides the unified architecture that makes

the Agency Model operationally viable. We are

securing long-term, high-value contracts that will

underpin our growth for the next decade.

To support this team, we adopted the ChurnZero

platform, providing our CSMs with real-time

dashboards to identify product adoption gaps and

unlock upsell opportunities before they become risks.

This structural enhancement ensures that once a

customer ‘lands’, we have the dedicated intelligence

to drive usage and maximise their share of wallet.

QUALITY OVER QUANTITY

A defining theme of FY2025 was the deliberate

‘de-risking’ of our revenue base to ensure long-term

stability and profitability. We undertook a strategic

initiative to phase out non-core, legacy retail

customers who offered limited cross-sell potential

and lower lifetime value.

While this intentional churn of the ‘long-tail’ segment

served as a headwind to our net growth - offsetting

a significant portion of the gross CARR added year-

to-date - it was a necessary trade-off to elevate the

overall quality of our earnings.

By letting go of low-value contracts, we have

reallocated our resources toward high-value,

strategic segments that align with our vision of being

the undisputed European software consolidator. This

disciplined transition allowed us to maintain a stable

CARR of €36.7 million while building a significantly

healthier foundation for future expansion.

€2 - 30K

Platform customer expansion in ACV

MotorK Annual Report 2025

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Our Strategy - Consolidate

THE M&A ENGINE

Our transition from a hyper-growth phase to a

disciplined, efficiency-driven operating model, meant

that our 2025 focus for the Consolidate pillar shifted

from active acquisition to deep operational integration.

While the European automotive software market

remains hyper-fragmented with over 1,000 legacy

vendors, we recognise that the strongest consolidators

are those built on a foundation of sustainable

profitability.

INTEGRATION AS A GROWTH CATALYST

Our M&A strategy has always been about more than

just adding scale; it is a repeatable playbook designed

to unlock immediate value through pricing synergies

and platform migration. In 2025, we prioritised the

acceleration of customer migrations onto our unified

SparK SaaS platform, building on the momentum

established in 2024.

By migrating acquired localised bases onto a single,

Al-native ecosystem, we are:

■ Removing redundant legacy infrastructure and

technical debt to lower the long-term cost-to-serve.

■ Unlocking meaningful upsell potential - as

evidenced by historical migrations showing a 3x to

5x increase in average ACV for migrated customers.

■ Phasing out non-core legacy retail customers in

favour of high-value, strategic segments that

support our long-term SaaS margins.

CONSOLIDATE

“2025 was focused on

integrating the customers of

our acquired companies into

our platform. This is a crucial

step towards de-risking the

balance sheet and improving

the overall quality of the

revenue base.”

Marco Marlia

President & Co-Founder

F U T U R E

PRIORITIES

■ Complete the migrations to our

platform

■ Monitor the market for future M&A

opportunities

MotorK Annual Report 2025

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Our ESG Vision

RESPONSIBLE BUSINESS

Our passion is the digital automotive

industry, and we are determined to be

the technology partner of choice for

mobility solutions. Achieving this vision

requires us to be a supportive employer, a

responsible corporate citizen, and a positive

force in our local communities. Since our

founding in 2010, the mobility sector has

shifted toward sustainability, and MotorK

continues to cultivate values that prioritise

our colleagues, communities and the

environment.

We recognise that our environmental, social

and governance (ESG) journey is one of

continuous evolution. In 2025, we intensified

the evaluation of our environmental and

We support the UN Sustainable Development Goals (SDGs), a set of 17 global goals developed to define

global priorities and address major societal and environmental concerns. We have identified six priority

SDGs¹ and specific targets that sit beneath those, to which we are making a positive contribution.

Relevant UN SDGs and targets How we contribute

SDG 3

Good health and well-being

Ensure healthy lives and promote well-being

for all at all ages.

We work to promote the wellbeing of all our colleagues by providing

support when needed as well as incentivising self-care activities. We

are working to develop an online platform to allow on-demand access

to resources and we have a hybrid work policy. We acknowledge

the right to safe and healthy working conditions, as outlined in the

International Covenant on Economic and Social Rights, particularly in

Part III, Article 7(b).

SDG 4

Quality education

Ensure inclusive and equitable quality

education and promote lifelong learning

opportunities for all.

Relevant targets: 4.3, 4.4, 4.5, 4.7

Our investment in training and development supports all our

colleagues, ensuring their skills remain relevant to the evolving

needs of MotorK and to wider society. We are working to encourage

greater diversity at all levels of our organisation.

SDG 5

Achieve gender equality and empower

all women and girls.

Relevant targets: 5.1, 5.5

Beyond our ‘business as usual’ approach to recruitment and promotion

based on equal opportunities and fair remuneration, we are actively

working to increase the attractiveness of the historically male-

dominated automotive sector to women, with the aim of increasing

female representation at both management and Board level. We

encourage the participation of women in the mobility sector by offering

certification programmes and training.

SDG 8

Promote sustained, inclusive and sustainable

economic growth, full and productive

employment and decent work for all.

Relevant targets: 8.2, 8.5, 8.6, 8.8

Our solutions enhance our customers’ productivity and sales

opportunities, contributing to economic growth and MotorK’s own

growth creates rewarding and fulfilling employment for people in

the communities in which we operate. Growth of our business also

promotes job creation, both for people at the beginning of their careers

and for experienced hires who bring new skills into the business.

SDG 9

Build resilient infrastructure, promote

inclusive and sustainable industrialisation and

foster innovation.

Relevant targets: 9.5

Our commitment to innovation is at the heart of MotorK’s vision,

mission and values and is demonstrated by our tech team of 121

people and our significant investment of revenue in R&D.

SDG 12

Ensure sustainable consumption and

production patterns.

Relevant targets: 12.5, 12.6

We are looking to increase the adoption of sustainable practices

throughout MotorK and are working to improve measurement and

reporting of our impact and initiatives.

1 SDGs – Sustainable Development Goals, United Nations, 2030 Agenda for Sustainable Development.

social impacts across all operational

areas, viewing sustainability as a strategic

imperative that drives long-term value for

our shareholders.

We continue to refine our ESG strategy

and internal data governance to ensure

reporting readiness. While recent EU

regulatory updates have postponed

mandatory Corporate Sustainability

Reporting Directive (CSRD) reporting for

many companies until 2027, our internal

teams remain focused on monitoring

sustainability data. This ongoing work

provides the foundation for a transparent

sustainability report that will highlight our

progress and impact on this vital journey.

Our commitment to sustainability is outlined under three key pillars:

PEOPLE

■ We cultivate a positive

and inclusive work

environment by

prioritising effective

employee relationship

management, which

promotes a healthy

work-life balance for all.

PLANET

■ We seek to minimise our

environmental impact and

support the transition to

a low-carbon business,

including through

improving work-life

balance.

GOVERNANCE

■ We provide insight into

how we run our business,

covering aspects such as

executive remuneration,

auditing, internal controls

and shareholder rights.

MotorK Annual Report 2025

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Our ESG Vision – People

Our success is built on the talent,

innovation and dedication of our

people. We are committed to fostering

an inclusive workplace, enhancing

employee wellbeing, and ensuring

equal opportunities for all.

01.

DIVERSITY AND INCLUSION:

■ Global presence: We continue to value

our cultural diversity with 38 nationalities

represented across our international workforce.

■ Gender balance: We have increased our female

representation, which now accounts for 37% of

our total workforce.

■ Inclusive hiring practices: We are consistently

integrating DEI best practices into our

recruitment processes to ensure accessibility and

equal opportunities for all talent.

■ Pay equity & transparency: For the 2026 Salary

review process, we implemented new data from

updated salary benchmarking points.

02.

EMPLOYEE WELLBEING:

■ Hybrid work & core hours: We have refined

our flexible work policy to better balance

business requirements with meaningful work-life

integration.

■ Welfare: We have consolidated our employee

benefits to provide tailored tax efficient welfare.

■ Upskilling and development: We are investing

in our people through expanded professional

growth opportunities, including dedicated

leadership programmes both with internal and

external trainers. We also conducted an AI skill

assessment to make sure our workforce has

the necessary skills to cope with spreading new

technologies. Last but not least we also provide

English language training to our employees.

03.

KEY ACTIONS FOR 2026:

■ Report gender diversity at all levels.

■ Conduct a pay equity audit and address any

gaps

■ Upskilling project

■ Salary benchmarking new system

implementation

■ Career grading project alignment with new

salary benchmarking tool

■ Revamp of onboarding program

■ New system of performance evaluations

■ Revamp of MotorK core values

■ Leveraging the tax efficiency welfare programme

■ HR networking events

PEOPLE

DIVERSITY, EQUITY

AND INCLUSION

(DEI), AND EMPLOYEE

WELLBEING.

MotorK Annual Report 2025

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Our ESG Vision – People continued

ENGAGING WITH

OUR SPARKERS

The first weeks of an employee’s

journey tell us more about the

health of our culture than any

annual survey. That is why we have

made onboarding the frontline of

our engagement strategy - and

why new hire satisfaction score of

4.6 out of 5 is not just a number,

but proof that our commitment to

people begins on day one.

STRATEGIC CONTEXT

In a SaaS business, intellectual property is created

by people, not machinery - which makes human

capital MotorK’s most valuable and most vulnerable

asset. Protecting that asset requires more than

competitive compensation; it demands a deliberate,

measurable approach to employee engagement.

This is why we place engagement at the centre of

our people strategy, treating it not as a periodic

exercise but as a continuous discipline embedded

in how we attract, onboard and develop talent. The

clearest early indicator of whether this discipline is

working is the quality of the experience we deliver

to new hires - the moment when commitment to the

Company is most fragile and first impressions are

most consequential.

WHAT THE DATA TELLS US

In 2025, our New Hire Survey recorded a

satisfaction score of 4.6 out of 5, up from 4.4 in

2024 - representing a meaningful improvement

in how new team members experience their first

weeks at MotorK. This result is significant because

onboarding quality is one of the strongest predictors

of long-term retention and early productivity:

employees who feel welcomed, supported and

equipped from day one are far more likely to become

engaged, high-performing contributors over time.

The upward trajectory confirms that the investments

we have made in structuring our onboarding

programme - from role-specific learning paths to

dedicated mentoring and cultural immersion - are

translating into a measurably better employee

experience. Taken together with our overall

employee satisfaction score of 4.6 out of 5, these

results provide concrete evidence that our people

strategy is delivering tangible outcomes, not merely

stated intentions.

FORWARD-LOOKING COMMITMENTS

Strong results are a foundation to build on, not a

reason to stand still. The priorities we are pursuing in

2026, set out alongside, are not abstract aspirations:

each is a direct response to a specific signal our

engagement data has surfaced - an area where

our people told us we could do more, or where the

evidence pointed to a clear opportunity to improve.

This reflects how we approach engagement as a

whole. Rather than treating it as a periodic exercise,

we run it as a continuous discipline of listening,

measuring, and acting, ensuring that what we hear

translates into change employees can actually feel.

It is by holding ourselves to that standard that we

expect to protect and strengthen what remains

MotorK’s most important competitive advantage:

the people who choose to build their careers here.

New hire survey

4.6/5

2024: 4.4/5

2026 EMPLOYEE ENGAGEMENT STRATEGY

Building on the 2025 insights, we are committed to strengthening our people strategy in the following

areas:

■ Enhancing employee welfare

programme by aligning benefits and

initiatives with employee needs and

expectations.

■ Reviewing and improving the

compensation structure to ensure

fairness and competitiveness in the

market.

■ Expanding reward and recognition

programme to better acknowledge

contributions and achievements.

■ Focus on learning and development

with the implementation of a new

learning module in our HRIS to better

manage all the career plans, continuous

learning and upskilling projects.

By continuously listening to employee feedback and implementing targeted actions, we

aim to foster an inclusive, motivating and high-performing work environment in 2026 and

beyond.

MotorK Annual Report 2025

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Our ESG Vision – People continued

TRAINING AND

DEVELOPMENT

“At MotorK, we recognise that in a

SaaS environment, our intellectual

property is created by people, not

machinery. Consequently, our social

strategy in 2025 moved beyond

standard retention metrics to focus

on a radical upskilling of our human

capital.”

Marco Marlia

President & Co-Founder

EMPOWERING THE ‘AI-NATIVE’

WORKFORCE

As we embedded AI into the core of our SparK

platform, we simultaneously launched a

comprehensive internal transformation to ensure

our 300+ employees are not merely users of AI,

but architects of it. To bridge the gap between

technological potential and daily execution, we

implemented a department-tailored AI upskilling

programme where every employee - from

engineering to sales and finance - was challenged

to create specific projects leveraging AI to simplify

daily tasks. This initiative effectively democratised

innovation within the Group, turning our workforce

into a testing ground for the very efficiency gains we

promise our customers.

To systematise this culture of continuous

improvement, we rolled out a new Internal

enablement framework powered by the TalentLMS

platform. This ecosystem provides structured, role-

specific learning paths designed to reduce ramp-up

time for new joiners while offering seasoned veterans

deep-dives into the latest market trends and

product features. We further supported long-term

professional growth by confirming our education

bonus, which offers a 50% reimbursement for

master’s degrees and specialised courses, alongside

our ongoing English language programs. Crucially,

this investment in talent is underpinned by an

unwavering commitment to DEI. We continue to

recruit based strictly on objective criteria - expertise,

performance, and potential - ensuring a work

environment where every ‘SparKer’ has an equal

opportunity to advance regardless of race, gender,

or background.

RECOGNISING AND REWARDING TALENT

Employee engagement is directly linked to

recognition, which is why we confirmed the

SparKer Awards to celebrate employees who have

demonstrated exceptional performance, innovation,

and a commitment to MotorK’s values.

ENCOURAGING CAREER GROWTH AND

INTERNAL MOBILITY

We continue to emphasise internal career

progression, allowing employees to explore

new roles within the organisation. In 2025, 20

employees successfully transitioned to new roles

or departments (13 in 2024), benefiting from our

internal mobility policy. These moves not only

support personal development but also enable the

Company to retain and leverage existing talent more

effectively. Additionally, our remote work flexibility

policy allowed 32 employees to work from 20

different countries, reinforcing our commitment to a

modern, adaptable work environment.

ENHANCING SALES ONBOARDING

Recognising the importance of an efficient and

effective sales enablement strategy, we have

strengthened our sales onboarding programme,

ensuring new hires quickly adapt to MotorK’s

solutions, processes, and culture, accelerating their

ability to drive business results.

GENDER PAY GAP REPORTING

The Group is building a strengthened reporting

framework to comply with the Equality Act 2010

(Gender Pay Gap Information) Regulations 2017.

As at 31 December 2025, all top management

positions were held by men. Our long-term objective

is to achieve gender pay parity and to ensure fair

and transparent representation at every level of

the Group. To support this, we have commenced

a comprehensive internal review of payroll and

workforce data and embedded targeted actions

within our Human Resources strategy to accelerate

the progression of female talent into senior

leadership roles and promote pay equity across

comparable positions.

The Group expects to complete data consolidation

and publish its full statutory gender pay gap

disclosure by December 2026, which will serve as

the baseline for tracking progress against these

commitments.

To proactively address any pay disparities identified,

the Group is implementing the following initiatives:

■ Targeted Talent Mapping: Undertaking

a Group-wide assessment to identify

high-potential female employees and prioritise

their development and progression into senior,

higher-paid leadership roles.

■ Inclusive Recruitment Protocols: Strengthening

recruitment processes by requiring diverse

shortlists and mandating unconscious bias

training for all hiring managers to support fair

and equitable hiring decisions.

■ Annual Compensation Benchmarking:

Introducing a rigourous annual review of pay,

bonus structures, and role grading to ensure

consistency, fairness, and gender neutrality

across equivalent positions.

■ Enhanced Data Transparency: Upgrading

internal data and reporting systems to provide

real-time visibility over diversity indicators,

pay distribution, and workforce composition,

enabling more informed decision-making.

MotorK Annual Report 2025

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Our ESG Vision – People continued

EVENTS AND

C U S T O M E R

TRAINING

INITIATIVES

“MotorK is deeply engaged in

industry events, knowledge-sharing

and customer education. Our

training initiatives extend beyond

internal development to include

comprehensive client education

programmes aimed at enhancing our

customers’ ability to leverage digital

tools effectively.”

Marco Marlia

President & Co-Founder

CUSTOMER TRAINING INITIATIVES

We have expanded and enhanced our customer

training programme, offering a variety of formats to

meet different learning needs:

■ Seminars and 1:1 coaching tailored to dealership

professionals.

■ One-to-many workshops, enabling broader

knowledge-sharing across customer networks.

■ Targeted video tutorials, designed to facilitate a

seamless transition to digitalisation.

■ A new Learning Management System (LMS),

providing clients with a structured and

continuously updated training platform.

These initiatives empower our customers to optimise

their operations, increase digital engagement and

fully leverage MotorK solutions.

INDUSTRY STEWARDSHIP: SHAPING THE

CONVERSATION

MotorK’s responsibility extends beyond our walls

to the wider automotive community. In 2025, we

participated in and hosted 25 major industry

events across Europe, acting not merely as

attendees but as agenda-setters who challenge

conventional wisdom. Our proprietary SparK

Labs initiative proved to be a standout success,

fostering direct dialogue on innovation with key

industry stakeholders. This thought leadership

was exemplified at the European Automotive

Dealer Summit in Brussels, where President Marco

Marlia delivered a keynote arguing that AI’s value

is contingent on clean data and deep domain

expertise - a message that resonated deeply with a

market struggling to separate hype from reality.

Our influence on the industry dialogue continued

in London at the Pipeline Conference Europe,

where our Head of Business Development,

Baptiste Paulet, joined a panel of elite leaders to

discuss tailoring outreach in the complex EMEA

market, positioning MotorK as a standard-bearer

for commercial excellence. Furthermore, our

partnership with the International Car Distribution

Programme allowed us to present critical research

on how AI is reshaping the customer journey.

Our joint survey revealed that 65% of industry

professionals expect AI to fundamentally alter

dealer digitalisation within five years, a finding that

powerfully validates our strategic direction.

EXPANDING DIGITAL AND WEBINARS

PRESENCE

To complement live events, we expanded our

webinar offerings, hosting sessions in Spain and Italy

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

digital best practices and MotorK product

applications. These sessions have been instrumental

in helping dealerships improve efficiency and

customer experience.

Furthermore, our participation in dealership

association events in France and Spain has

strengthened our brand visibility and industry

credibility, reinforcing our position as a leader in

digital transformation for automotive retail.

“ We are driven by integrity

and fairness. Our diversity

makes us stronger, helping us

become a better Company.”

Male (63%)

Female (37%)

Non-binary/non-disclosed (0%)

Gender balance

Nationalities

2024: 32

MotorK Annual Report 2025

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Our ESG Vision – Planet

While our social influence expanded, we remained

steadfast in minimising our ecological footprint

and upholding rigourous governance. As a SaaS

provider, our business model is inherently low-

carbon compared to traditional manufacturing,

yet we recognise our corporate responsibility to

further reduce our impact.

CAR AND BUSINESS TRAVEL POLICY

In 2025, we updated our Travel and Car Policy

with the specific aim of reducing GHG emissions

and continued to support a hybrid work model

that significantly lowers the carbon footprint

associated with daily commuting. Perhaps our

greatest environmental contribution lies in the

‘multiplier effect’ of our product itself; by enabling

digital test drives, virtual showrooms and remote

sales processes, SparK helps thousands of

dealerships reduce the need for physical customer

travel and paper-based processes, driving

sustainability across the entire automotive value

chain.

ENERGY CONSUMPTION AND SERVER

INFRASTRUCTURE

As the tech industry evolves, most software

companies are increasingly recognising the

significant environmental impact of the energy

consumed to power their servers, a crucial

component of their overall GHG emissions. In

alignment with industry trends, we are taking

steps to assess and mitigate the energy usage

associated with our data centres and server

operations. We are actively exploring ways to

optimise our server infrastructure, transition

to greener energy sources, and improve the

efficiency of our technology systems. This will help

us reduce our indirect environmental impact and

further support our long-term sustainability goals.

The Group’s total annual energy consumption is

below 40,000kWh. Consequently, GHG emissions

are considered not significant. In accordance with

applicable legislation, the Group is exempt from

reporting GHG emissions and does not provide a

quantitative disclosure of these emissions.

OFFICE ENERGY AND WASTE

MANAGEMENT

We continue to improve office sustainability by

integrating employee recommendations on waste

management and increasing energy efficiency.

Some of our offices already operate on 100%

renewable energy, and we are assessing ways to

extend this initiative across all locations.

We also maintain a commitment to responsible

electronic waste disposal, in line with the Waste

Electrical and Electronic Equipment Directive.

By proactively addressing these priorities, we aim

to integrate sustainability into our operational

strategy while maintaining our focus on efficiency

and innovation.

PLANET

AS A SAAS COMPANY,

WE ACKNOWLEDGE

THAT OUR GREENHOUSE

GAS (GHG) EMISSIONS

PRIMARILY STEM FROM

BUSINESS TRAVEL AND

SERVER AND OFFICE

ENERGY CONSUMPTION.

MotorK Annual Report 2025

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Our ESG Vision – Governance

PREPARING FOR ESG GOVERNANCE

Board of Directors

The Board of Directors is responsible for

establishing the foundation of MotorK’s ESG

strategy. While we are still in the early stages of

ESG reporting, the Board is working to define

clear sustainability goals and align them with the

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

this preparation, the Board is assessing how ESG

factors will be embedded into decision-making and

risk management processes, ensuring readiness for

full regulatory compliance by 2026.

Executive leadership

The CEO and Executive Leadership Team, including

the Chief Human Resources Officer (CHRO) and

Chief Financial Officer (CFO), are leading the

development of our ESG governance structure. They

are working to set the strategic direction, define

ESG priorities, and prepare internal teams for the

implementation of sustainability initiatives. A key

focus is ensuring that our organisation is equipped

with the necessary expertise and resources to

manage ESG requirements effectively in the coming

years.

Investor relations

As investor expectations around ESG disclosure

grow, our investor relations team is actively

exploring best practices for transparent

communication of our sustainability progress.

We are developing a structured approach to ESG

reporting that will align with industry standards and

regulatory requirements, ensuring that stakeholders

remain informed and engaged.

Human resources

HR is preparing to strengthen the social dimension

of our ESG strategy by assessing current policies

on DEI, employee wellbeing and ethical workplace

practices. Over the next year, we will focus on

defining key social impact metrics and integrating

them into our broader sustainability strategy.

Risk management and compliance

Our risk management and compliance team is

laying the groundwork for ESG risk identification

and mitigation. As we prepare for CSRD

compliance, we are evaluating data collection

processes, impact assessment methodologies, and

governance structures to ensure smooth integration

into our enterprise risk management framework.

Robust governance and compliance Framework

Underpinning these initiatives is a robust

governance framework that aligns with the

requirements of a public company listed on

Euronext Amsterdam. The Board of Directors

maintains a rigourous internal control system

(ICS), having reviewed our principal risks -

including cybersecurity and macroeconomic

volatility - in 2025 to ensure our mitigation

strategies remain robust. A cornerstone of this

commitment is our ISO 27001 certification,

first achieved in 2024. In 2025, we successfully

passed all surveillance audits, reconfirming

that our Information Security Management

System (ISMS) meets the highest international

standards. This certification is critical in an era

where data is currency; it assures our enterprise

clients that we adhere to strict security protocols

and General Data Protection Regulation (GDPR)

compliance, protecting their sensitive information

with the utmost vigilance. We operate with a

transparent Code of Ethics, supported by tools for

whistleblowing and internal dealing compliance,

ensuring that our growth is always achieved with

integrity.

2026 READINESS PLAN

■ Establish a structured ESG governance

framework to support long-term sustainability

integration.

■ Strengthen Board oversight of ESG through

dedicated training and strategic planning.

■ Develop internal ESG reporting capabilities in

preparation for CSRD compliance.

■ Define and implement key social and

environmental policies to support future

disclosures.

■ Enhance investor engagement on sustainability

matters through transparent communication.

By proactively preparing for ESG governance and

reporting, we are ensuring that MotorK is well-

positioned to manage sustainability effectively

and meet future regulatory requirements with

confidence.

GOVERNANCE

WE BELIEVE STRONG

GOVERNANCE IS CORE

TO MAKING PROGRESS

ACROSS ALL AREAS OF

OUR SUSTAINABILITY

FRAMEWORK.

As we prepare for the evolving ESG

landscape, we recognise our responsibility

to enhance transparency and ensure we

can effectively manage our impact on

society while balancing the needs of our

stakeholders. In anticipation of future

regulatory requirements, including CSRD

compliance, we are actively structuring our

governance framework to integrate ESG

considerations into our business operations.

MotorK Annual Report 2025

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Our ESG Vision – Cybersecurity

& Data Protection

WHAT IS ISO 27001 CERTIFICATION?

ISO/IEC 27001:2022 is an international standard

that sets out the requirements for establishing,

implementing, maintaining and continually

improving an ISMS.

The standard helps organisations systematically

manage sensitive information, ensuring it remains

secure by addressing people, processes and

technology. For SaaS companies like ours, this

certification demonstrates our commitment to

protecting data and ensuring that all security risks,

from cyber threats to unauthorised access, are

managed proactively. ISO 27001 helps identify

and mitigate potential security risks while ensuring

compliance with data protection regulations, such

as GDPR.

CYBERSECURITY IS A MATERIAL RISK,

NOT A TECHNICAL FOOTNOTE

As a SaaS provider operating at the intersection

of automotive retail and digital infrastructure,

MotorK processes significant volumes of sensitive

customer and business data every day. This

exposure makes cybersecurity not merely an

IT concern, but a material business risk - one

that, if mismanaged, can result in financial loss,

regulatory penalties, and irreparable damage

to the trust our clients place in us. The threat

landscape continues to intensify: the automotive

sector’s accelerating shift toward connected

vehicles, AI-driven personalisation, and digital

retail platforms has dramatically expanded

the surface area for cyberattacks, making the

companies that power this transformation

- including MotorK - primary targets. In this

context, a rigourous, independently verified

approach to information security is not optional;

it is a prerequisite for operating responsibly and

maintaining our licence to grow.

WHAT WE PROVED IN 2025

MotorK first achieved ISO/IEC 27001:2022

certification in 2024, establishing a comprehensive

ISMS designed to protect data integrity,

confidentiality and availability across every

layer of our operations. In 2025, we submitted

this framework to its first surveillance audit - the

independent annual assessment required to

confirm that our ISMS continues to meet the

standard’s rigourous requirements under real

operating conditions. We passed with zero

non-conformities, confirming that the controls,

processes and governance structures we put in

place are not only maintained but functioning

as intended. This result is significant because

a surveillance audit tests whether a security

framework holds up under the pressures of day-to-

day business - new product releases, organisational

growth, evolving threats - and our outcome

demonstrates that MotorK’s commitment to

information security is structural, not performative.

HOW WE OPERATIONALISE SECURITY

BEYOND CERTIFICATION

Certification, however, is a framework - its value

depends entirely on the discipline with which it

is executed. Throughout 2025, we continued

to strengthen the operational practices that

give our ISMS its substance. We completed the

rollout of two-factor authentication across our

core solutions, adding a critical layer of defence

against unauthorised access. We maintained

and expanded our employee security training

programme, ensuring that every SparKer is

equipped to recognise and respond to threats such

as phishing, credential theft and social engineering

- the human vulnerabilities that remain the most

common entry point for cyberattacks. And we

deepened our vendor risk management processes,

conducting enhanced due diligence and security

audits of third-party partners and suppliers to

reduce exposure across our extended ecosystem.

Together, these measures ensure that security is

embedded in how we build, sell and deliver our

products - providing our automotive clients with

the assurance that their data, and the data of their

customers, is protected to the highest international

standards.

KEY ACTIONS FOR 2026:

■ Extend security governance to AI capabilities

- Expand our framework to address AI-specific

risks as the technology becomes central

to SparK, covering data integrity, access

governance and adversarial safeguards.

■ Deepen supply chain cybersecurity assurance

- Move toward requiring key technology

partners to demonstrate independently

certified security standards, reducing residual

third-party risk.

■ Advance from awareness to simulation -

Enhance our regular phishing simulations and

incident response drills to pressure-test our

human defences under realistic conditions.

CYBERSECURITY

& DATA

PROTECTION

STRENGTHENING OUR

DIGITAL RESILIENCE.

In 2025, MotorK transitioned from foundational

certification to operational resilience: successfully

passing our first ISO 27001 surveillance audit with

zero non-conformities while scaling AI governance,

2FA deployment, and supply chain security to

ensure data integrity remains a structural pillar of

our growth.

MotorK Annual Report 2025

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Stakeholder Engagement and S172 Statement

The Board is mindful of its responsibilities to

all stakeholders when considering the likely

consequences of the implementation of its business

strategy and long-term decisions. When taking

decisions of strategic importance, the Board

endeavours to balance the interests of all its

stakeholders in a way that is compatible with the

Group’s long-term growth. The Board considers its

key stakeholders to be its employees, customers,

suppliers and investors, given that these groups

interact significantly with the business model

and are impacted most in the course of business

operations. It is through regular engagement

with these stakeholders that the Board is able to

understand the issues that are most important to

each group and make informed judgements when

implementing the Group’s strategy and long-term

decision-making.

Throughout the course of the year, the Board

has acted in the way it considered, in good faith,

would be most likely to promote the success of the

Group for the benefit of its members as a whole.

This section comprises our Section 172 statement,

setting out how the Board has, in performing its

duty over the course of the year, had regard to

the matters set out in Section 172(1)(a) to (f) of

the Companies Act 2006, which are as follows:

a) the likely consequence of any decision in the

long-term;

b) the interests of the Company’s employees;

c) the need to foster the Company’s business

relationship with suppliers, customers and others;

d) the impact of the Company’s operations on the

community and the environment;

e) the desirability of the Company maintaining

a reputation for high standards of business

conduct; and

f) the need to act fairly as between members of

the Company.

STAKEHOLDER ENGAGEMENT AND S172 STATEMENT

MotorK Annual Report 2025

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Stakeholder Engagement and S172 Statement continued

HOW THE GROUP ENGAGES WITH ITS KEY STAKEHOLDERS

Stakeholders Why it is important to engage Areas of impact addressed Actions taken by management and/or the Directors in FY2025

Employees ■ Our services are delivered almost

entirely by our internal workforce,

with limited outsourcing.

■ Employees represent our biggest asset and

their associated costs have the greatest

impact on our profit and loss statement

compared to other factors.

■ We have a legal and ethical responsibility for

their wellbeing.

■ Training and development.

■ Wellbeing.

■ Internal communication

and participation.

■ Group culture and engagement.

■ Regular employee satisfaction surveys.

■ Regular townhalls open to all employees.

■ Access to training both for personal development and work-related topics.

■ Share options plan extended to all employees.

■ Comprehensive objectives and key results system put in place to align Company and personal goals.

■ Senior Executive Managers ‘on tour’ in all MotorK offices to promote the Company’s culture.

Customers and

suppliers

■ Their performance directly impacts

our financial, operational and

responsible performance.

■ We are commercially responsible to

customers and suppliers.

■ Customer satisfaction.

■ Support to customers with

temporary difficulties.

■ Innovative strategic partnerships.

■ Careful selection of trustworthy

suppliers.

■ Active participation in the main automotive industry events to make our customers and our suppliers aware of the

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

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

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

Investors and

shareholders

■ Our strategic and operational decision-

making is influenced by our investors’ views.

■ We are dependent on access to funding.

■ We are accountable to our shareholders.

■ Updates with potential investors.

■ Communication with investors.

■ Maintenance and development of the investors’ section on our website.

■ Analyst coverage.

■ Met with several potential investors, both one-to-one and in group meetings.

■ Quarterly KPIs (Key Performance Indicators) communication to ensure full visibility of Group performance.

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

■ Shares issuance related to the two reserved capital increase for a total aggregate amount of €5.3 million.

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

Regarding how the Group engages with local communities and environment, please make reference to the disclosure reported in the ESG section on pages 22-29.

KEY DECISIONS TAKEN IN THE YEAR AND IMPACT TO THE RELEVANT STAKEHOLDERS

The list of the main resolutions made by the Board of Directors of the Company are listed in the paragraph ‘Meetings of the Board of Directors’ in the Non-Executive Directors’ Report. Key decisions and relevant impact to

the relevant stakeholders are reported below:

Key decision Impacted stakeholders Relevant impact

Stakeholder conflicts /

mitigation Management actions and S172 considerations

Approval of the reserved

capital increase of €5.3 million

executed in March 2025 by 83

North III Limited Partnership,

Lucerne Capital Management

and Zobito AB, existing

shareholders of the Company

■ Investors.

■ Employees.

■ Customers.

■ Suppliers.

■ Strengthening of financial

position.

■ Capacity for growth.

■ No direct conflict evident. ■ The primary consideration was the likely consequences of any decision in the long term,

specifically securing funding for strategic growth, which ultimately promotes the success of

the Company.

■ Investors benefit from increased capital for future growth and a stronger balance sheet

■ This indirectly benefits employees (job security, resources for R&D) and customers/suppliers

(long-term viability of the business).

■ No conflict was identified; all stakeholders benefit from a financially robust Company.

MotorK Annual Report 2025

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Stakeholder Engagement and S172 Statement continued

Key decision Impacted stakeholders Relevant impact

Stakeholder conflicts /

mitigation Management actions and S172 considerations

Approval of the sale of its

remaining 20% stake in Auto

XY SpA to GEDI Digital Srl for

a total consideration of €3.5

million

■ Investors

■ Employees

■ Customers

■ Strengthens the balance

sheet.

■ Improves investor confidence.

■ Potential morale impact on

employees.

■ Potential conflict between

shareholder interest (financial

gain) and employee stability/

morale.

■ Directors assessed risks to employees and customers, planning communications and

incentives to align interests (S172 duty to consider employee interests and long-term

consequences).

■ Directors considered the need to maintain a high standard of business conduct and the

desirability of the Company maintaining a reputation for high-quality operations.

■ The disposal streamlines the business, allowing greater focus and resources for the core B2B

activities, which benefits customers and employees in the long term.

■ No conflict was identified; this decision is aligned with the long-term success of the Company.

Approval of Company’s 2024

results and H1 2025 statements

■ Investors

■ Employees

■ Customers

■ Suppliers

■ Ensuring awareness

and transparency of the

Company information for key

stakeholders with the effect of

enhancing stakeholder trust.

■ Supports decision-making by

investors.

■ Provides assurance to

commercial partners.

■ No direct conflict. The

decision serves the collective

interest by promoting good

governance and ethical

business conduct.

■ Directors considered the duty to promote the success of the Company for the benefit of its

members and to have regard to the interests of employees, customers, and the need to foster

the Group’s business relationships (suppliers).

■ Investors receive timely and accurate financial information, critical for their decision-making.

■ Enhanced transparency builds trust with all stakeholders.

■ No significant conflicts were identified; the decision benefits all groups through improved

governance.

Granting of new options to

employees in the context of the

long-term share incentive plan

in line with the Remuneration

Policy

■ Employees

■ Shareholders

■ Customers

■ Investors

■ Aligns employee interests with

long-term Company goals.

■ Motivating staff for improved

performance

■ Benefiting shareholders by

boosting Company value,

aligning employee interests

with long-term Company

goals.

■ Improves retention.

■ Possible dilution for existing

shareholders.

■ Directors approved in line with the Remuneration Policy and S172, communicating benefits

to both parties (S172 duty to foster employee engagement and promote the long-term

success of the Company). The Board concluded that the level of dilution was acceptable

and proportionate, given the long-term value creation and alignment of employee and

shareholder interests.

■ Particular regard was given to the interests of the employees and the need to foster the

Company’s business relationships with its shareholders.

■ Directly benefits employees through financial incentives and commitment.

■ The performance-driven culture created by the plan directly benefits investors (higher

Company value) and customers (better service). This decision indirectly serves the long-term

success of the Company, with no conflict between stakeholders.

Approval of the fourth loan of

the financing agreement with

Atempo Growth equal to €3

million

■ Investors

■ Employees

■ Shareholders

■ Provides value for the

investors.

■ Boosts the growth and the

investment in R&D activities.

■ Balancing the benefit of

non-dilutive growth capital

against increased debt

concentration and the

potential impact on the

security/priority position of

the Group’s other existing

creditor.

■ The Board conducted a rigourous review of the Group’s cash flow forecasts and covenant

compliance scenarios before approving the tranches. Management engaged in transparent

dialogue with both existing creditors to ensure the additional drawdown remained within the

agreed inter-creditor framework.

■ No significant conflicts were identified; the decision benefits all groups through improved

governance.

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Financial and Operating Review

GROUP PERFORMANCE OVERVIEW

In 2025, the Group delivered a significant

improvement in both operating performance and

cash generation, marking a clear step forward

towards sustainable profitability and self-funded

growth.

Revenues increased to €40.9 million, supported

by continued expansion of the SaaS platform

business, while disciplined cost management

and organisational optimisation materially

improved operating leverage across the Group. As

a result, Adjusted EBITDA reached €4.3 million,

corresponding to a 10.6% margin, compared with

a negative result in the prior year. This turnaround

reflects the scalability of the Group’s business model,

with revenue growth combined with a structurally

leaner cost base, notably through reduced personnel

and operating expenses as a percentage of

revenues.

The improvement in profitability translated into

a strong recovery in cash generation. Operating

free cash flow amounted to €8.3 million, driven by

positive EBITDA contribution and a substantial

working capital inflow resulting from enhanced cash

collection and tighter operational management.

After continued investments in product

development, the Group generated positive

free cash flow of €1.1 million, compared with a

significant cash absorption in 2024. This represents

an important milestone, demonstrating the Group’s

ability to finance growth initiatives increasingly

through internally generated resources.

Overall, the combined improvement in earnings

quality and cash conversion enabled the Group to

close the year with a strengthened liquidity position,

confirming the effectiveness of management actions

undertaken over the past periods and supporting

the transition towards sustainable long-term

profitability.

FINANCIAL AND OPERATING REVIEW

To support our expanding business and necessary

investments, the year-end liquidity has been

bolstered through a fourth loan agreement with

Atempo Growth (Atempo), announced on December

2025 for €3 million and a reserved capital increase

of €2.5 million with Underdogs Group S.r.l. on 13 April

2026. This newly acquired liquidity offers operational

flexibility, paving the way for the profitability

anticipated in FY2026.

Further details of Group performance are provided

in the paragraphs on the next page.

Revenue

€40.9m

2024: €40.3m

Revenue growth

2024: 5%

Adjusted EBITDA

€4.3m

2024: -€0.5m

“ In FY2025, MotorK completed

a decisive operational

transformation, to unlock long-

term operating scalability and

profitability, and reset its financial

baseline.”

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Financial and Operating Review continued

RESULTS FOR THE YEAR

€’000 2025 2024

Revenues 40,944 40,333

Cost for customers’ media services (7,858) (8,144)

Personnel costs (23,722) (26,228)

R&D capitalisation 6,563 8,278

Other costs (11,595) (14,744)

Total costs (36,612) (40,838)

Adjusted EBITDA* 4,332 (505)

Exceptional (costs)/income (1,649) 167

Stock option plan cost (1,524) (638)

EBITDA 1,159 (9 76)

Amortisation and depreciation (10,669) (9,990)

EBIT (9,510) (10 ,9 6 6)

Finance costs (net of finance income) (2,349) (2,091)

Loss before tax (11,859) (13 , 0 57 )

Corporate income tax (160) 4

Loss for the year (12,019) (13,053)

* This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on

page 155 of this Annual Report.

REVENUE

The 2025 Group revenue amounted to €40.9 million compared with €40.3 million in FY2024, representing a

2% year-on-year increase.

Revenue by product and service line

€’000 2025 2024

Year-on-year

change

SaaS platform revenue 31,023 30,154 3%

Digital marketing revenue 8,063 8,694 (7%)

Other revenue 1,858 1,485 25%

Total 40,944 40,333 2%

Growth was primarily driven by continued expansion of the SaaS platform business, which increased to €31

million (+3% year-on-year), confirming the resilience and scalability of the Group’s core recurring revenue

stream.

Digital marketing revenues amounted to €8.1 million, decreasing by 7% compared with the prior year, mainly

reflecting a more selective commercial approach and optimisation of lower-margin activities.

Other revenues grew significantly to €1.9 million (+25% year-on-year), supported by additional ancillary

services and non-recurring projects delivered during the period.

As a result, the revenue mix further strengthened towards SaaS activities, which continue to represent the

Group’s main growth driver.

€’000 2025 2024

Year-on-year

change

Recurring revenue 30,376 30,044 1%

Contract start-up revenue 647 110 488%

SaaS platform revenue

31,023 30,15 4 3%

SaaS Recurring revenue as % of total revenue 74% 74% -

SaaS platform revenue as % of total revenue 76% 75% 1%

1 Includes revenue from SaaS platform. Please refer to Note 5 of the Notes Forming Part of the Consolidated Financial Statements on pages 104-105

for the revenue recognition criteria applied. Due to the revenue recognition policy applied, revenues are different from Annual recurring revenues

(ARR), which is considered a Group APM. Details of how ARR is calculated is provided on page 153 of this Annual Report.

The revenue distribution by geography has remained consistent with prior year, confirming our presence

throughout the entire EMEA territory.

€’000 2025 % of total 2024 % of total

Year-on-year

change

Italy 27,594 67% 26 , 3 47 65% 5%

Spain 3,597 9% 3,679 9% (2%)

France 5,054 13% 5, 639 14% (10%)

Germany 2,119 5% 2, 230 6% (5%)

Benelux 2,580 6% 2,438 6% 6%

Total 40,944 100% 40,333 100% 2%

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Financial and Operating Review continued

Total costs

Total costs decreased to €36.6 million from €40.8 million in FY2024, reflecting ongoing efficiency initiatives

and improved operating discipline.

Cost for customers’ media services declined slightly to 19% of revenues (20% in FY2024), in line with the

reduction in digital marketing activities.

Personnel costs decreased materially to 58% of revenues, compared with 65% in the prior year, mainly driven

by organisational optimisation and productivity improvements. The average number of employees (directly

employed by the subsidiaries of the Group) in FY2025 is 341 (401 in FY2024).

€’000 2025 2024

Salaries and other personnel costs 17,999 20,198

Social security costs 5,723 6 ,030

Total personnel costs* 23,722 26,228

* The difference between the caption ‘Total personnel costs’ and the caption ‘Personnel costs’ presented in the Consolidated Statement of Profit and

Loss and Other Comprehensive Income on page 91 amounts to €2.4 million (€0.4 million in FY2024) and comprises the indemnity of €0.9 million (€1.4

million in FY2024), nil earn-out payments costs (€1.6 million in FY2024) and stock option plan cost of €1.5 million (€0.6 million in FY2024) classified

as non-recurring costs below Adjusted EBITDA in the table ‘Results for the year’ on page 34. For further details, please refer to Note 10 of the Notes

Forming Part of the Consolidated Financial Statements on pages 112-113.

Other costs were significantly reduced to 28% of revenues (37% in FY2024), confirming the effectiveness of

the cost rationalisation programme.

R&D capitalisation amounted to €6.6 million (16% of revenues), compared with €8.3 million in FY2024,

reflecting a more selective investment approach while continuing to support platform innovation.

€’000 2025 2024

Year-on-year

change

Total R&D expenses 12,174 13,090 (7%)

– of which capitalised 6,563 8,278 (21%)

– of which expensed in the income statement 5,611 4,812 17%

Total R&D expenses as a percentage of Group total revenue 30% 32% (2%)

Adjusted EBITDA

Thanks to revenue growth combined with strong cost control, the Group reported a marked improvement in

profitability, with Adjusted EBITDA reaching €4.3 million, corresponding to a 10.6% margin, compared with

negative €0.5 million in FY2024. Adjusted EBITDA is a non-IFRS financial measure used by management to

monitor the operating profit of the Group and is calculated as EBITDA net of exceptional income/(costs) and

stock option expenses, which are not strictly inherent to the underlying business performance. Exceptional

income/(costs) amounting to negative €1.7 million (compared with positive €0.2 million in FY2024) comprise

positive €0.2 million for the remeasurement of the contingent consideration at FVTPL consequently the fact

that the target for the payments of the considerations was not achieved (positive €0.9 million in FY2024),

offset by severance payment indemnities and related costs for employees who left the Group and have not

been replaced of €0.9 million (€1.4 million during the FY2024) together with costs incurred for one-off

expenditure not expected to recur during the year of €0.8 million (€0.9 million during FY2024) which in the

current year include costs associated with the loan agreements, tax penalties and ongoing litigation.

Stock option plan cost amounted to €1.5 million (€0.6 million in FY2024).

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

Loss and Other Comprehensive Income is provided on page 91 of this Annual Report. Please refer to the

paragraph ‘Critical accounting estimates and judgements’ on page 106 of this Annual Report for the

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

Finance costs (net of finance income)

Finance costs net of finance income for the period were €2.3 million (€2.1 million in FY2024) and include

mainly the interest paid during the year. The increase is mainly due to the payment of interest on Atempo

additional loans compared to FY2024.

Taxation

Corporate income tax was a negative figure of €0.2 million (positive €0.005 million in FY2024) and included

mainly the tax provision of €0.8 million in France, Germany and Spain offset by a €0.3 million R&D grant

obtained in Italy in 2025. Deferred tax assets of approximately €25.6 million, €23.6 million of which arising

from unrecognised trading losses (€21.9 million in FY2024, €20.3 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.

Loss for the year

Loss for the year was €12 million compared with €13 million for the previous period. The decrease compared

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

personnel and other operating costs mentioned above.

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GROUP CAPITAL STRUCTURE AND FINANCIAL POSITION

€’000 2025 2024

Tangible assets 2,580 3,379

Intangible assets 43,760 46,335

Investments in associates - 3,538

Fixed assets 46,340 53,252

Net working capital (4,839) (1,108)

Deferred tax (1,265) (1,533)

Employees’ benefit liabilities (2,100) (2,310)

Provisions (157) (121)

Total invested capital 37,979 4 8,18 0

Cash on hand and cash at banks 3,656 3,362

Financial assets 257 242

Financial liabilities (18,277) (23,76 4)

Net (borrowing) position (14,364) ( 20,1 6 0 )

Net equity 23,615 28,020

Fixed assets

Fixed assets were €46.3 million as at 31 December 2025, compared with €53.3 million as at 31 December

2024. The decrease of tangible assets amounting to €0.8 million was related mainly to the rise of €0.4 million

of right of use assets net of depreciation for €1.2 million. The decrease of intangible assets amounting to

€2.6 million was related mainly to the additions for the development costs capitalized of €6.7 million net of

amortisation for €9.3 million. The reduction of investment in associates represented the total consideration

collected for the sale of its remaining 20% stake in Auto XY SpA to GEDI Digital Srl.

Net (borrowing) position

Net borrowing position was €14.4 million as at 31 December 2025 compared with €20.2 million as at

31 December 2024. Cash on hand and cash at banks amounted to €3.7 million compared with €3.4 million

as of 31 December 2024. Changes compared with the previous years are explained below in the Group cash

movements for the year table. Financial liabilities amounted to €18.3 million compared with €23.8 million as

of 31 December 2024. The decrease is mainly due to Atempo and Illimity Bank (Illimity) instalments payments

for an amount of €4.6 million and changes in lease liabilities related to IFRS 16 for an amount of €0.7 million.

Net equity

Net equity was €23.6 million as at 31 December 2025, compared with €28 million of the previous period.

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

Part of the Consolidated Financial Statements.

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GROUP CASH MOVEMENTS FOR THE YEAR

€’000 2025 2024

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

Adjusted EBITDA 4,332 (505)

Decrease/(increase) in working capital 3,921 (840)

Operating free cash flow* 8,253 (1, 3 4 5)

Taxes paid (420) (191)

Cash flow from investing activities – tangible assets (24) (27)

Cash flow from investing activities – R&D (6,721) (8,383)

Free cash flow* 1,088 (9,9 4 6)

Exceptional items (1,509) (2,104)

Cash outflow for acquisition of subsidiaries and post-combination

services** (221) (6,189)

Cash inflow for disposal of investment in associates 3,500 -

Cash flow from financing activities (7,995) 4,435

Cash flow from equity movements 5,678 14,156

Others (247) (49 9)

Net increase/(decrease) in cash on hand and cash at banks 294 (147)

Cash on hand and cash at banks at the end of the period 3,656 3,362

* This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on

page 154 of this Annual Report.

** The line item Cash outflow for acquisition of subsidiaries and post-combination services (€0.2 million in FY2025 and €6.2 million in FY2024) is the

sum of the line item Cash outflow for payment of post-combination remuneration (€0.6 million in FY2025 and €1.1 million in FY2024) and the

line item Cash outflow on acquisition of subsidiaries (net of cash acquired) (€0.2 million in FY2025 and €5.1 million in FY2024) presented in the

Consolidated Statement of Cash Flows on page 94 of this Annual Report.

Operating free cash flow

The Group generated a strong improvement in cash generation from operations. Adjusted EBITDA from

continuing operations amounted to €4.3 million, compared with negative €0.5 million in the prior year.

This performance was further supported by a positive working capital contribution of €3.9 million, mainly

driven by improved collections and tighter management of operating payables and receivables, compared

with a €0.8 million absorption in FY2024.

As a result, operating free cash flow reached €8.3 million, representing a significant improvement versus

negative €1.3 million in the previous year.

Free cash flow

Free cash flow for FY2025 was positive €1.1 million, an improvement compared to negative €9.9 million in

FY2024. The reduction in negative free cash flow was mainly driven by a €9.6 million decrease in negative

operating free cash flow and a €1.7 million reduction in R&D investments.

Cash outflow for acquisition of subsidiaries and post-combination services

Cash outflow for acquisition of subsidiaries and post-combination services included the post-combinations

services payment classified in Trade and other payables under IAS 19 of €0.2 million (€0.1 million related to

FusionIT NV and €0.1 million related to Dapda).

Cash inflow for disposal of investment in associates

Cash inflow for disposal of investment in associates represented the total consideration collected for the sale

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

Cash flow from financing activities

The cash flow from financing activities was negative €8 million and mainly correlated to Atempo and Illimity

payment instalments of €4.6 million, and interest paid and lease repayment of €3.6 million.

Cash flow from equity movements and Others

Cash flow from equity movements is positive for €5.7 million due to the capital increase of €5.3 million

subscribed in March 2025 and to €0.4 million related to the payment of the strike price of the stock option

exercised by the employees during the year.

The Others line item is mainly related to employee benefits liabilities paid during FY2025.

DIVIDEND

MotorK Group management intends to retain any future distributable profits to expand the growth and

development of the business and, therefore, does not anticipate paying dividends to its shareholders in

the foreseeable future.

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

SINCE THE END OF THE FINANCIAL YEAR

In January 2026, MotorK Plc has obtained a new loan with Atempo Growth for an amount of €2.8 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’s business model and financial trajectory. A cross-default clause (non-financial

covenant) is in place, linked to the Group’s other financial indebtedness. The loan has been secured against

selected assets of MotorK Italia Srl.

On April 10, 2026, Motork Italia Srl entered into a Memorandum of Understanding (“MoU”) with Underdogs

Srl 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’s 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 €2.5 million with Underdogs

Group Srl. This round is based on a price per share of €2.75, 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’ long-term vision and dedication to the

Group’s success.

The proceeds will be used to further strengthen the Group’s financial position and support general corporate

purposes as MotorK continues its path toward sustainable profitability and cashflow.

The proceeds will be used to further strengthen the Group’s financial position and support general corporate

purposes as MotorK continues its path toward sustainable profitability and cashflow.

OUTLOOK

Building on the solidified foundation of our newly consolidated customer base and our industrial-scale AI

capabilities, MotorK enters FY2026 with high visibility and financial resilience. Our priority is the conversion

of our €13 million sales pipeline into high-quality recurring revenue, and we are providing guidance for single

digit CARR increase year-on-year. Furthermore, having validated our operating leverage by achieving Cash

EBITDA profitability in the second half of FY2025, the Group expects to deliver positive Cash EBITDA for the

full year of 2026.

Commenting on the results, Marco Marlia, President & Co-Founder of MotorK, said: “We enter FY2026 from

a position of strength that is fundamentally different from any prior year. The hard work of consolidating our

customer base, completing our platform integration and embedding AI across every layer of our operations is

bearing fruit – what lies ahead is the execution phase. The conversations we are having today are structurally

different – they are platform decisions, not feature purchases – driven by OEMs and dealer groups who

recognise that fragmented point solutions are no longer viable in an Agency Model world. That is precisely

the commercial environment in which MotorK thrives. With a lean, AI-powered cost structure now in place

and strong unit economics across our core base, every incremental Euro of new recurring revenue flows

through to cash generation at a fundamentally improved rate. Our mandate for 2026 is clear: convert the

pipeline into CARR, deepen platform adoption, and demonstrate that this business delivers not just growth,

but profitable, sustainable growth.”

With a solid financial foundation and a clear commitment to innovation, MotorK entered 2026 well-

positioned to accelerate its growth and consolidate its leadership in automotive digitalisation.

From a geopolitical perspective, conflicts in Ukraine and Israel, along with ongoing security risks in the Red

Sea linked to regional tensions and periodic maritime threats, continue to generate uncertainty. While the

Group does not operate directly in these regions, these developments may create long-term global supply

chain challenges with potential indirect effects on MotorK’s customers.

It should be noted that MotorK Israel Ltd functions solely as an internal service company, employing

executives to provide support to the Group, without engaging in commercial activities.

Furthermore, the introduction of tariffs in both the US and Europe is expected to affect the automotive

sector, potentially impacting costs and market dynamics. The Group will continue to closely monitor

geopolitical and economic developments and assess their potential implications for its business, customers

and the wider industry, providing updates as necessary.

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Financial and Non-Financial KPIs

Reasons for choice How we calculate Outlook

Committed annual recurring revenue

(CARR)

€36.7m

vs €36.6m last year

ARR is the main indicator for SaaS businesses like ours as it shows

our ability to attract and retain customers, generating recurring

revenues. CARR includes ARR together with additional signed and

committed contracts yet to be delivered and billed.

This represents the yearly subscription contract value of the Group’s

customer base at the end of the reporting period (ARR) adding

the annual recurring revenues that will be generated by additional

contracts already signed and committed yet to be delivered and billed.

The Group expects single digit CARR increase

year-on-year for FY2026.

Revenue growth

vs 5% last year

Our strategy is centred on delivering significant top-line growth

in the next few years. Hence, this is a fundamental KPI to track

our strategic performance.

Calculated as increase in revenue percentage year-on-year. The Group expects revenue to increase in

FY2026 in order to meet the target of CARR

mentioned above.

SaaS recurring revenue

as % of total revenue

74%

vs 74% last year

This measures the ability of the Group to focus on the recurring

component of Group revenue that is the most scalable and

value-adding.

Calculated as recurring SaaS revenues as a percentage of total Group

revenue. Recurring revenue includes revenues from SaaS contracts.

Target of 74% for FY2025 has been reached by

the Group. Further growth is expected in 2026

to meet the target of CARR mentioned above.

Cash EBITDA

-€2.2m

vs -€8.8m last year

This is a consistent measure of trading performance, aligned

with the interests of our shareholders and a good proxy of cash

generated during the year.

Calculated as Adjusted EBITDA less R&D capitalisation. The Group expects to deliver positive Cash

EBITDA for the full year of 2026.

Adjusted EBITDA

€4.3m

vs -€0.5m last year

This is a consistent measure of trading performance, aligned with

the interests of our shareholders.

Adjustments are related to expenses that are not strictly inherent

to the underlying business performance

Calculated as operating profit before interest, taxes, depreciation

and amortisation, net of exceptional costs. Disclosure of the

calculation is provided in Note 7 of the Notes Forming Part of the

Consolidated Financial Statements on page 106 of this Annual

Report.

The Group expects to deliver positive Cash

EBITDA for the full year of 2026. Cash EBITDA

is calculated as Adjusted EBITDA less R&D

capitalisation.

Adjusted EBITDA margin

10.6%

vs -1.3% last year

This is a consistent measure of performance needed to ensure

costs of the Group are in line with the level of business being

generated.

Calculated as Adjusted EBITDA as a percentage of total

Group revenue.

The Group expects Adjusted EBITDA margin to

increase in FY2026 in order to meet the target

of CARR and Cash EBITDA mentioned above.

Number of employees as at the end of

the reporting period (non-financial KPI)

306

vs 385 last year (as at the end of

the reporting period)

This is a indicator helpful to measure the growth of the Group. Number of employees at the end of the year. The Group expects to have an adequate

number of employees to ensure our growth

targets reported above.

Data shown are related to FY2025 (compared with the previous year period where needed).

1 This is a non-GAAP measure considered relevant by management, and it is considered a Group APM. Reconciliation with the accounts is provided on page 153 of this Annual Report.

2 This is a non-GAAP measure considered relevant by management, and it is considered a Group APM. Reconciliation with the accounts is provided on page 156 of this Annual Report.

3 This is a non-GAAP measure considered relevant by management, and it is considered a Group APM. Reconciliation with the accounts is provided on page 155 of this Annual Report.

FINANCIAL AND NON-FINANCIAL KPIS

We monitor the key financial and non-financial performance of the Group against a number of different benchmarks and these are set in agreement with the Board.

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Principal Risks and Uncertainties

RISK MANAGEMENT AND INTERNAL

CONTROL

In order to pursue our growth strategy, we recognise

the importance of balancing entrepreneurial spirit

and a conscious approach to risk-taking. As a

listed Company, we are working to improve our risk

awareness and to emphasise the importance of risk

management and internal controls. We strongly

believe that controlled risks will result in long-term

value for our stakeholders. We continuously assess

the likelihood of risks materialising, their magnitude

and how the individual risks change.

The preparation of financial statements in

compliance with adopted IFRS Accounting

Standards requires the use of certain critical

accounting estimates. It also requires Group

management to exercise judgement in applying

the Group’s accounting policies. The areas where

significant judgements and estimates have been

made in preparing the financial statements and their

effect are disclosed in Note 7 of the Notes Forming

Part of the Consolidated Financial Statements.

RISK GOVERNANCE

Our risk governance model is based on the presence

of three different levels of risk management: the

Board of Directors, the Audit Committee and

Senior Executive Management, who actively take

accountability for managing risks and controls.

Board of Directors

The Board of Directors has overall responsibility

for the Group risk management and ICS, being

responsible for determining the strategy, setting the

objectives, defining the risk appetite and influencing

the culture of risk management. These goals are

pursued through maintaining internal controls

systems that ensure the accomplishment of our

mission and not taking any substantial risks without

them first being reduced to an acceptable level.

Audit Committee

The Audit Committee monitors and reviews the

scope and the effectiveness of the Company’s

systems of risk and internal control. The Committee’s

responsibilities also include the oversight of

matters relating to relations with auditors, funding,

information technology and cybersecurity and tax.

Management

Group management is responsible for enacting

guidelines, projects and activities under the Board

of Directors’ and the Audit Committee’s review,

monitoring risk in line with the strategic objectives

of the Group, as well as managing day-to-day risks.

RISK MODEL

Our risk model has been structured to identify and

manage risks that could endanger the achievement

of strategic objectives in the short and long term.

To facilitate the risk identification process, we have

defined four risk categories:

a) operational risks;

b) strategic risks;

c) external risks; and

d) compliance risks.

Evaluation of our risks identified the six top risks

that exceed the Group’s risk appetite

and require

priority mitigation actions. The top risks are set out

below, together with a description of the causes and

consequences of each risk and of the actions taken

to mitigate such risks.

Management has also assessed climate risk and

possible related impacts, concluding that this is not

significant due to the business of the Group, its main

suppliers and the current stage of its organisation.

For further details, please refer to the disclosure

reported in the ESG section.

PRINCIPAL RISKS AND UNCERTAINTIES

Our risk governance model is based on three different levels: the Board of Directors, the Audit Committee and Senior Executive Management.

1 The risk appetite is the maximum acceptable level of risk, as established by MotorK.

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Principal Risks and Uncertainties continued

OPERATIONAL RISKS

Risk

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Delivery of products

and services not in

line with customers’

expectations

Possible Moderate Stable ■ Inefficiencies in delivery with impacts

on product release (e.g. due to

misallocation of resources and/or

incorrect scheduling).

■ Absent/ineffective client relationship

and communication process.

■ Occurrence of errors/technical issues

during delivery closeout phase.

■ Economic damage in terms of extra

costs (operational inefficiency).

■ Reputational damage.

■ The process and operating practices of delivery are

implemented in our CRM, with controls operated

cross-departmentally and with the customers,

supervised by dedicated staff. During FY2024

and FY2025, the Group strengthened its delivery

governance framework through:

■ Implementation (effective Q1 2024) of a

formalised and structured delivery process

supported by a dedicated workflow

management tool integrated within the CRM

system and extended to customer interaction

phases.

■ Identification and cross-departmental

monitoring of specific KPIs (effective since

Q4 2023) to ensure adherence to quality

standards, timelines and customer satisfaction

metrics.

■ Enhanced cross-functional oversight by

dedicated staff.

The monitoring activities carried out during the year

indicate improved process discipline and greater

visibility over delivery performance. However, the risk

cannot be fully eliminated, as it is inherently linked

to the complexity of projects, resource planning

dynamics and evolving customer expectations.

Therefore, while the strengthened control

environment has reduced the likelihood of significant

delivery misalignments, the risk remains present and

continues to be actively monitored by management.

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Principal Risks and Uncertainties continued

STRATEGIC RISKS

Risk

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Crisis event Unlikely Major Stable ■ Absent/ineffective crisis management

plan.

■ Absent/ineffective Business Continuity

Plan and disaster recovery.

■ Lack of employee training about what

to do in case of a crisis or disruptive

event.

■ No tests and simulations of plans.

■ Lack of a formalised process for the

continuous improvement of plans.

■ Failure to identify and train

the spokesperson in charge of

all communications in case of crisis.

■ Reputational damage.

■ Economic damage (in terms of lower

revenues).

■ Interruption of MotorK products and

services.

■ Legal consequences.

■ Delay/interruption of business

processes.

■ Decrease in share value.

A Disaster Recovery Plan is in place. The plan defines:

i) the criteria to activate it;

ii) roles and responsibilities for deciding which

aspects of the plan should be implemented; and

iii) the process to quickly and efficiently notify key

disaster recovery resources, staff, customers,

vendors and third parties in the event of a disaster.

A spokesperson has been defined:

i) Executive Chairman and Interim CEO

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Principal Risks and Uncertainties continued

EXTERNAL RISKS

Risk

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Interruption of

MotorK IT systems

and products due

to a cyberattack

Possible Major Stable ■ Lack of/ineffective security measures.

■ Lack of/ineffective staff training in

terms of cybersecurity.

■ Unauthorised/incorrect use of devices

by employees.

■ Unavailability of products and

services.

■ Operational business interruption.

■ Economic damage in terms of extra

costs for incident response, forensic

activities, data and system recovery

costs and/or cyberextortion.

■ Economic damage in terms of lower

revenues due to business interruption.

■ Reputational damage.

Cyberinsurance is in place.

■ When a new Company is acquired, its product

infrastructure is totally separate from MotorK’s,

so a vulnerability in its infrastructure cannot affect

the continuity of MotorK products.

Denial of service attack Possible Major Stable ■ Lack of/ineffective security measures.

■ Lack of/ineffective staff training in

terms of cybersecurity (e.g. due to

phishing attack).

■ Unauthorised/incorrect use of devices

by employees.

■ Unavailability of products and

services.

■ Economic damage in terms of extra

costs for incident response, forensic

activities and data and system

recovery costs.

■ Economic damage in terms of lower

revenues due to business interruption.

■ Reputational damage.

Cyberinsurance is in place.

■ MotorK’s templates provide protective contractual

conditions with customers for any interruption

of products and services due to events not

attributable to the wilful misconduct or gross

negligence of MotorK.

Data breach Possible Major Stable ■ Cyberattack.

■ Lack of/ineffective security measures.

■ Lack of/ineffective staff training in

terms of cybersecurity.

■ Misbehaviour of employees.

■ Unauthorised/incorrect use of devices

by employees.

■ Economic damage in terms of extra

costs for litigations, incident response,

forensic activities and data and

system recovery costs.

■ Reputational damage.

Cyberinsurance is in place.

■ Presence of disaster recovery procedures where

roles and responsibilities to manage an incident

are identified and a Data Protection Officer has

been appointed.

■ Definition and implementation of a training plan

for Data Processors.

■ Definition and implementation of a Data Breach

procedure and breach notification management.

■ Implementation of security measures to

prevent violations (antivirus, firewalls, backups,

penetration tests).

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COMPLIANCE RISKS

Risk

Likelihood of

the risk

materialising

Magnitude of

the risk

Assessment of

changes

Causes of risk Consequences of risk Mitigation

Unlawful acts by

internal staff resulting

in criminal liability of

the Company, under

the Italian Legislative

Decree 231/2001

Unlikely Major Stable ■ Ineffectiveness of Organisation and

Management Model ex 231/2001.

■ Ineffective/incomplete monitoring and

control.

■ Incorrect communication to the

Organismo di Vigilanza

of any

changes/updates in the role of

senior resources.

■ Failure to update the 231– risk matrix

in relation to changes in the Company

and/or in the products/services

provided.

■ Lack of/ineffective staff training.

■ Pecuniary and inhibitory penalties.

■ Reputational damage.

■ Economic damage in terms of extra

costs and lower revenues.

■ The Company recently updated its Whistleblowing

Policy in line with the latest applicable EU and

Italian legislative changes.

■ The Company, with the support of the ‘Organismo

di Vigilanza’ acts under the rules provided by

the ‘Organisation and Management Model ex

231/2001’ adopted March 2024.

■ The Company constantly carries out an

assessment of corrective and preventive mitigation

controls already in place (e.g. Code of Ethics,

Whistleblowing Policy, Group organisational chart,

formalised power of attorney, formalised transfer

pricing policy).

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

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INTERNAL CONTROL SYSTEM GOVERNANCE

The ICS is designed to manage the risk of failure

to achieve our business objectives and can

provide reasonable assurance against material

misstatement or loss.

Our ICS Governance Model is based on the presence

of three lines of defence: Management (first line),

the Risk Management and Compliance function

(second line) and the CFO (third line), who actively

take accountability, monitor risk, and control

management.

Management (first line of defence)

Group management is responsible for enacting

guidelines and implementing adequate, effective

and efficient control measures to support the

organisation in the achievement of its goals and

to preserve value.

Risk management and compliance (second line

of defence)

Our risk management and compliance function

provides expertise, support and challenge on risk

and internal controls-related matters.

CFO (third line of defence)

Based on the principles of the Dutch Corporate

Governance Code

, the set-up of an internal audit

function is not a mandatory requirement. Therefore,

MotorK has empowered the CFO to perform

assurance and monitoring activities over the ICS and

advise on risk and control matters. As also foreseen

by the Code and in case of absence of an internal

audit function, the Supervisory Board assesses

annually whether adequate alternative measures

have been taken to preside over the third line

of defence.

INTERNAL CONTROL SYSTEM MODEL

MotorK is committed to ensuring compliance with

the following general principles of control:

■ Segregation of Duties: separation of

responsibilities between those who perform,

control and authorise a specific business activity.

■ Policies and Procedures: existence of guidelines,

principles of conduct and formalised operating

procedures.

■ Power of Attorney: formal definition within the

Company of authorisation and signatory powers

consistent with assigned organisational and

management responsibilities.

■ Traceability: documenting and archiving of

documentation by the competent corporate

functions to ensure an adequate level of

traceability of the activities and controls

carried out.

■ Conflict of Interest: guarantee that there are

no situations of privileged relations and conflict

of interest, current or even potential, between

a third party and Group companies during the

execution of Company operations.

■ Information Systems: CRM, Enterprise Resource

Planning and reporting systems ensure proper

automated controls to guarantee completeness

and accuracy of transactions and data.

■ Integration: defined integration plans for

information systems and control procedures

of acquired entities to guarantee integrity of

consolidated financial data.

MOTORK INITIATIVES FOR RISK

MANAGEMENT AND INTERNAL CONTROL

We are working on the enhancement and continuous

improvement of our risk management and internal

control system in order to ensure we work to the

highest standards. During 2025, the following main

initiatives were carried out:

■ Enterprise Risk Assessment aimed at:

– defining the entire spectrum of risks to which

the Company is exposed;

– defining the associated risk appetite;

– identifying measures to mitigate risks;

– prioritising risks; and

– identifying possible areas for improvement

and defining related action plans.

■ For MotorK Italia Srl, Risk Assessment with the

support of an external law firm aimed at:

– identifying relevant offences under the Italian

Legislative Decree 231/01;

– identifying and prioritising risk areas;

– identifying and analysing the related

internal controls;

– identifying possible areas for improvement

and defining related action plans; and

– adopting the updated Whistleblowing Policy

in line with the recent applicable laws.

■ Formalisation of policies and procedures for

most relevant processes.

■ Formalisation of Risk and Control Matrices

for most relevant processes, summarising risks,

controls and related attributes (frequency,

nature of control, control objectives).

In 2026, management will be working to strengthen

the ICS through the adoption of new tools and

procedures in consideration of the Organisation and

Management Model ex 231/2001 in place.

Impacts of risks on the performance of the year

Management does not believe that the

aforementioned risks have had a measurable

impacton our performance during the year.

BOARD APPROVAL

The Strategic Report was signed on 29 April 2026 on

its behalf by:

Amir Rosentuler

Executive Chairman & Interim CEO

29 April 2026

1 The ‘Dutch Corporate Governance Code’ defines principles and best

practices regarding the implementation of a robust and clear system

of good governance for Dutch-listed companies. It regulates for

the internal audit function at: ‘Principle 1.3 internal audit function’,

paragraph ‘1.3.6 Absence of an Internal Audit Department’.

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Corporate Governance Report 47

Governance Overview 48

Non-Executive Directors’ Report 54

Board of Directors 57

Executive Management Team 59

Remuneration Committee Report 61

Directors’ Report 75

Corporate

Governance

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Corporate Governance

CORPORATE

GOVERNANCE

REPORT

We strongly believe that good

corporate governance plays an

important role in the Group’s

ability to achieve its medium- and

long-term strategic objectives,

and therefore MotorK’s focus

on business is accompanied by

careful management of corporate

governance compliance with

applicable laws.

THE BOARD RECOGNISES THE IMPORTANCE

OF SOUND CORPORATE GOVERNANCE

Dear Shareholders

As Chairman of the Board of Directors of MotorK

Plc, I am pleased to introduce the Group’s Corporate

Governance Report for the period ended 31 December

2025. The Corporate Governance Statement provides

an overview of how the Board of Directors has

operated during the past financial year and the key

issues considered.

Since my appointment in June 2021, I have been

impressed with the governance processes in place

relative to the Group’s size and with the Company’s

commitment to fostering an innovative and inclusive

culture. The Board of Directors is committed to

sound corporate governance. The Company is

voluntarily applying the Dutch Corporate Governance

Code (the Dutch Governance Code). A copy of the

Dutch Governance Code can be found on

2025 Corporate Governance Code.

The Company fully endorses the underlying principles

of the Dutch Governance Code and applies the Dutch

Governance Code as the guiding principles to its

corporate governance policy. The Company complies

with relevant best practice provisions of the Dutch

Governance Code in a manner consistent with and

proportionate to the size, risks and complexity of the

Group’s operations. The Board of Directors believes

that good governance plays a key part in the Group’s

ability to achieve its medium- and long-term strategic

aims, and supports the creation of value for all our

stakeholders. As such, good corporate governance

and social responsibility plays a key part in the

Company’s strategy and long-term value creation

for its shareholders.

The Board of Directors will provide annual updates

on our compliance with the Dutch Governance Code.

Please refer to pages 48-50 for more details.

During the financial year ended 31 December 2025,

the Company decided to primarily keep focusing on

growing its business in order to implement its presence

and position in the relevant market, with the aim to

increase revenues and attract new investors. MotorK

also carried out and strengthened the integration

process of all the companies acquired in the last years,

with the goal to gradually unify the new entities and

their assets, people, tasks and resources in a manner

that creates the most value for the future of the

Company, by realising efficiencies, synergies and new

business. During the fiscal year ended 31 December

2025, the following changes were made to the Group’s

key corporate governance:

■ Mr. Marco Marlia transitioned to the role of

President, focusing on business development,

industry relations, strategic partnerships, and key

enterprise initiatives, and continued to serve as a

Board member, ensuring continuity and providing

strategic guidance as the Company advances its

long-term vision.

■ Mr. Amir Rosentuler keeping the role of

Executive Chairman, also assumed the additional

responsibilities of CEO, working closely with the

executive team to implement the Company’s

strategy with a heightened focus on profitability

and operational excellence.

The main Group-wide governance documents are

our Code of Conduct and the Board Rules, which

set out our responsibilities to the Company, to each

other, and what our stakeholders may expect from

us. Together with our policies, these documents

guide us in making smart, sound decisions in our

day-to-day work and professional relationships with

our customers and suppliers.

The Board of Directors has ultimate responsibility for

the Group’s system of internal controls and for reviewing

its effectiveness. My ambitions for the composition of

the Board of Directors are to maintain its Directors,

each of which has a deep understanding of the

Company and the industry in which the Company

operates and, where applicable, broaden the range

of experience, expertise and diversity in line with the

Board profile (a copy of which is published on the

Company’s Governance documents page).

In the following section, we outline the Group’s

approach to corporate governance and compliance

with the principles of the Dutch Governance Code.

Amir Rosentuler

Executive Chairman & Interim CEO

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Corporate Governance continued

MotorK Plc is a public limited Company incorporated

and registered in England and Wales. It acts as a

holding Company for its subsidiaries, details of which

are set out on page 98. MotorK’s shares are listed on

the Euronext Amsterdam.

MotorK has a two-tier governance structure

comprising the Board of Directors and the Executive

Management Team. There is also a third governing

body: the Company’s shareholders. In the following

sections, we provide information on these governing

bodies and their responsibilities and duties.

THE BOARD OF DIRECTORS AND

EXECUTIVE MANAGEMENT TEAM

The Board of Directors is comprised of two Executive

and three Non-Executive Directors. The Board of

Directors considers that Måns Hultman and Helen

Protopapas are independent in character and

judgement, and that there are no relationships

or circumstances which are likely to affect their

independent judgement.

The Board of Directors is responsible for the

Company’s strategic leadership, determining the

fundamental management policies of the Company

and overseeing the performance of the Company’s

business. The Board of Directors is the principal

decision-making body for all matters that are

significant to the Company, whether in terms of their

strategic, financial or reputational implications. The

Board of Directors has final authority to decide on all

issues save for those that are specifically reserved to

the General Meeting of shareholders by law or by the

Company’s Articles of Association.

During the year, all serving Directors attended

(in the main by video conference) the scheduled

Board meetings that were held. In addition to the

scheduled Board meetings, a number of ad hoc

Board meetings were held. Directors are provided

with appropriate and timely information by the

Group’s management and the Directors are free

to seek any further information they consider

necessary. Details of the number of Board meetings

attended by each Director can be found on page 55.

Members of the Board of Directors are appointed by

the shareholders for four-year terms. The Executive

Director may serve any number of consecutive terms.

Non-Executive Directors may be re-appointed once

for an additional four-year term and thereafter, may

again be re-appointed but for not more than two

consecutive terms each not being more than two years.

Day-to-day operating decisions are made by the

Executive Management Team. The current Executive

Management Team consists of nine members,

including the Chairman & Interim CEO, each of

whom oversees a specific aspect of the business.

Details of the Executive Management Team can be

found on pages 59-60.

The regulations regarding the appointment and

dismissal of directors and supervisory directors

and amendments to the Articles of Association

are included in the section containing governance

documents on the Company website.

OVERVIEW OF BOARD COMMITTEES

The Board of Directors is supported by the Audit,

Remuneration, and Selection and Nomination

Committees, details of which are set out below.

Each Committee has written terms of reference

setting out its duties, authority and reporting

responsibilities, copies of which are published on

the Company’s Governance documents page. A

summary of the activities during the year ended

31 December 2025 of each of the below-mentioned

Committees can be found on pages 54-56.

Audit Committee

The Audit Committee’s role is to assist the Board of

Directors with the discharge of its responsibilities in

relation to financial reporting, including reviewing

the Group’s annual financial statements and

accounting policies, external audits and controls,

reviewing and monitoring the scope of the annual

audit and the extent of the non-audit work

undertaken by external auditors.

It also includes advising on the nomination for

appointment of external auditors and completing

the preparatory work for the Non-Executive

Directors’ decision-making regarding the supervision

of the integrity and quality of the Company’s

financial reporting and the effectiveness of the

Company’s internal risk management and control

systems.

The Audit Committee consists of two Non-Executive

Directors: Helen Protopapas, as Chair of the

Audit Committee and Laurel Charmaine Bowden.

All members, including the Chair of the Audit

Committee, meet the requirements of members of

the Committee pursuant to the terms of reference.

In addition, Helen Protopapas has competence in

accounting and auditing.

Remuneration Committee

The Remuneration Committee advises the Board of

Directors in relation to its responsibilities regarding

the determination of the remuneration of Board

members. The Remuneration Committee is tasked

with submitting a clear and understandable

proposal to the Board of Directors concerning

the Remuneration Policy to be pursued.

The Remuneration Committee is chaired by Måns

Hultman and Amir Rosentuler is a member. All

members, including the Chair of the Remuneration

Committee, meet the requirements of members of

the Committee pursuant to the terms of reference.

GOVERNANCE OVERVIEW

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Selection and Nomination Committee

The Selection and Nomination Committee assists

the Board of Directors in reviewing the size,

composition and effectiveness of the Board and

its Committees, ensuring an appropriate balance

of skills, experience, independence and diversity

aligned with the Company’s strategy.

The Committee oversees an annual evaluation of

the performance and effectiveness of the Board,

its Committees and individual Directors. The

assessment is conducted through a structured review

process and the outcomes are discussed by the

Board, with any identified improvement or follow-up

actions monitored during the year.

The Committee is responsible for succession

planning for the Board and its Committees and

oversees a formal and transparent selection process

for appointments and re-appointments, which may

include the use of external search consultants and

objective selection criteria.

The Committee also ensures that newly appointed

Directors receive an appropriate induction and that

ongoing training and development opportunities

are available to support Directors in maintaining

the knowledge and skills required for the effective

performance of their duties.

The Selection and Nomination Committee is chaired

by Amir Rosentuler, with Helen Protopapas serving

as a member. All members meet the independence

and eligibility requirements set out in the

Committee’s terms of reference.

SHAREHOLDERS

A General Meeting is held yearly, within six months

of the end of every financial year. The general

purpose is to receive and adopt the accounts and

the reports of the Directors (including the Directors’

Remuneration Report) and auditors.

Other General Meetings, other than an Annual

General Meeting (AGM), may be called with no

less than 14 clear days’ notice, according to a

special resolution passed at the 2022 AGM.

A General Meeting is called by notice sent by the

Directors. Shareholders representing at least 5% of

the total voting rights of all the members who have

a right to vote have the ability to (i) request that

the Directors call a General Meeting and (ii) require

a resolution to be put before a General Meeting

that they have so convened. Every shareholder may

attend, speak and vote at a General Meeting.

Unless the Companies Act 2006 or the Articles of

Association require a larger majority, resolutions

tabled at the General Meeting are adopted by a

simple majority of votes cast.

MotorK recognises the importance of engaging with

its shareholders. For further details, please see the

Stakeholder Engagement section on pages 30-32.

INTERNAL CONTROLS AND RISK

MANAGEMENT

The Board of Directors has overall responsibility for

the Group’s system of internal controls. The system

is designed to manage, rather than eliminate, the

risk of failure to achieve business objectives and can

only provide reasonable assurance against material

misstatement or loss.

The Directors believe that the Group has an ICS

in place appropriate to the size and nature of the

business. The key elements are:

■ Group Board meetings, at a minimum of four

times per year, with reports from and discussions

with the Executive Management Team on

performance and, at least two times per year,

on key risk areas in the business;

■ monthly financial reporting, for the Group and

for each subsidiary, of actual performance

compared to budget and the prior year;

■ annual budget setting; and

■ a defined organisational structure with

appropriate attribution of responsibility.

The Board of Directors meets as required with the

external auditor on matters identified in the course

of the statutory audit.

CONFLICTS OF INTEREST

The Board of Directors ensures that there are

effective procedures in place to avoid conflicts of

interest by Board members. Each of the Directors

has a statutory duty to avoid conflicts of interest

with the Company and to disclose the nature and

extent of any such interest to the Board of Directors.

If a situation arises in which a Director has, or can

have, a direct or indirect interest that conflicts,

or may possibly conflict, with the interests of the

Company, the Director in question must declare the

nature and extent of his or her interest to the other

Directors and provide all relevant information to the

Board of Directors, so that the Board of Directors

(excluding the Director concerned) can decide

whether a declared (potential) conflict of interest of

a Director qualifies as a conflict of interest within the

meaning of the relevant laws.

The Board of Directors, in such a scenario, may

(subject to the Company’s Articles of Association)

resolve to authorise the conflict and such

authorisation may include whether the Director can

take part in the decision-taking process of the Board

of Directors in respect of any situation in which he or

she has a conflict of interest.

Similarly, the Dutch Governance Code requires

the Directors to avoid any form of conflict of

interest with the Company and the Directors, and

to immediately report any (potential) conflict of

interest to the Chair under provision of all relevant

information.

In the past financial year, there were no transactions

made in which there was a conflict of interest.

Further information as to how the Board of Directors

deals with (potential) conflicts of interest may be

found in the Board Rules (a copy of which is available

on the Company’s Governance documents page).

ADVISERS

The Board of Directors is in regular contact with its

advisers to ensure that the Group is, at all times,

compliant with applicable rules and regulations.

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Corporate Governance continued

The Group has engaged several experts providing

(i) support to the Board of Directors in relation to

the development of the internal control and risk

management systems; and (ii) regular advice to the

Audit Committee in relation to the activities within

its competencies.

In addition, the Group has engaged primary

law firms as advisers to the Company as to UK

and Dutch law.

AN OVERVIEW OF COMPLIANCE WITH THE

DUTCH CORPORATE GOVERNANCE CODE

The Board of Directors is responsible for the

corporate governance of the Group and for

compliance with the Dutch Governance Code, which

was voluntarily adopted as from listing of the Group

on Euronext Amsterdam. The Group acknowledges

the importance of good corporate governance. The

Group regards the Dutch Governance Code and its

underlying principles as the guiding principles for the

corporate governance of the Company.

The Group in principle complies with the relevant

principles and best practice provisions of the

Dutch Governance Code addressed to the Board

of Directors. The deviations from the Dutch

Governance Code are noted on the next page.

Compliance with the Dutch Governance Code is

based on the ‘comply or explain’ principle. In this

table, we provide an overview of the best practice

provisions the Group does not comply with and

explain why this is the case.

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Best practice provision Deviation Explanation

Provision 1.3: internal audit function. The Company does not have an internal audit function in place. The Board of Directors believes, in consultation with the Audit Committee, that the

Group has not existed as a listed Group long enough to install its own dedicated

internal audit function. The Group will consider each year whether an internal

audit function is necessary.

Best practice provision 3.1.2, which provides that, inter alia, the following aspects

should be taken into consideration when formulating the Remuneration Policy:

(a) if shares are being awarded, the terms and conditions governing this. Shares

shall be held for at least five years after they are awarded; and

(b) if share options are being awarded, the terms and conditions governing

this and the terms and conditions subject to which the share options can

beexercised.

Certain options granted under the Enterprise Management Incentive (EMI) Share

Option Plan vested and were exercisable within the first three years following the

IPO, and the associated lock-up period expired prior to five years. In addition,

stock options granted in May 2025 and November 2025 under the new Long-Term

Incentive Plan (LTIP), as well as those expected to be granted in 2026, do not

include any performance conditions, which deviates from Provision 3.1.2.

The Group deviated from best practice provision 3.1.2 in order to ensure stability

and retention of its Directors and key executives during a period of significant

organisational and market challenges following the IPO.

Consistent with the principles outlined in the Group’s long-term incentive

framework the Group has decided to simplify the structure of its incentive schemes

and remove performance vesting conditions from future grants. This approach

reflects the Board’s view that time-based vesting, combined with minimum holding

periods, provides a more effective and transparent mechanism to support long-

term value creation and management stability.

Following the approval of the new LTIP, no new options have been granted under

the EMI Plan, and the revised framework no longer performance-based vesting

conditions.

Best practice provision 5.1.4, which provides that all the members of the

Remuneration Committee and Selection and Nomination Committee are Non-

Executive.

Not all the members of the Remuneration Committee and Selection and

Nomination Committee are Non-Executive, since the Chairman has been

appointed as an Executive Chairman in June 2022 and as Interim CEO in June

2025.

The Board weighted on one side the level of experience and contribution that

the Chairman is taking to the benefit of the Remuneration Committee and, on

the other side, the potential risk of having an Executive Director as a member

of the Committee, and decided that the latter were negligible in the case while

the former were tangible. The Board will reconsider this decision in case of future

significant changes of the Board composition. During FY2025, the compensation

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

need to proceed with any update and/or changes.

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

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

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

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

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

In consideration of this, also in light of the fact that there is no evidence of any risk,

it is considered appropriate to go in continuity with the current arrangement by

carrying out only the necessary maintenance activities.

In light of this temporary dual role, specific safeguards have been implemented

to preserve the independence and proper functioning of both the Selection

and Nomination Committee and the Remuneration Committee. The Chairman

& Interim CEO does not participate in, nor is he present for, any discussions or

decisions relating to his own remuneration, performance evaluation, succession

planning or any matters directly affecting his executive role. The arrangement is

temporary and subject to ongoing Board review.

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Best practice provision Deviation Explanation

Best practice provision 4.3.2 states that the Company should give shareholders

and other persons entitled to vote the possibility of issuing voting proxies or

voting instructions, respectively, to an independent third party prior to the

General Meeting.

The Company does not provide the option of an independent third party. The Company’s shareholders’ structure is composed of stable shareholders and

some stable investors, and as far as the Board of Directors is aware, no retail

investors currently hold shares in the Company in a significant way; therefore the

Board of Directors is satisfied that it is not necessary to appoint an independent

third party at this time. The Board of Directors will continually review this decision

ahead of future General Meetings of the shareholders.

Annually, the Non-Executive Directors are expected to meet in order to

discuss their own functioning, the functioning of the Board of Directors and its

Committees, and the functioning of the Executive Directors pursuant to best

practice provisions 2.2.6 and 2.2.7 of the Dutch Governance Code.

Relevant activities are scheduled in the first half of 2026. Due to the extreme workload, they were not able to perform such activities. The

Non-Executive Directors have initiated the evaluation process for the 2024/2025

cycle in the first half of 2026. This ensures that the required annual review is

completed within the current reporting period. The Board remains fully committed

to these governance standards and confirms that the formal assessment,

incorporating both collective and individual performance reviews, will be finalized

and documented by end of FY2026.

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IN-CONTROL STATEMENT

In accordance with best practice provision 1.4.3 of

the Dutch Governance Code, the Board of Directors

states that:

■ the report provides sufficient insights into any

failings in the effectiveness of the internal risk

management and control systems;

■ the aforementioned systems provide reasonable

assurance that the financial reporting does not

contain any material inaccuracies;

■ these systems provide a reasonable level of

assurance that operational and compliance risks

are effectively managed;

■ based on the current state of affairs, it is justified

that the financial reporting is prepared on a

going concern basis; and

■ the report provides information on those

material risks and uncertainties that are relevant

to the expectation of the Company’s ability to

continue as a going concern for a period of 12

months after the preparation of this report.

The Board od Directors are not aware that the

risk management and internal control systems at

31 December 2025 did not provide comfort that the

main operational and compliance risks identified

in the Risk Management section are effectively

managed considering the Company’s risk appetite.

With reference to article 5:25c, section 2 sub c of

the Dutch Financial Supervision Act and based on

the audit of the financial statements by the external

auditor, Marco Marlia (President) and Zoltan

Gelencsér (CFO) state that, to the best of their

knowledge:

■ the financial statements as included in this

report provide a true representation of the

assets, liabilities and the financial position as

at 31 December 2025, as well as the loss for the

financial year 2025 of the Company and the

companies included in the consolidation; and

■ the Annual Report provides a true representation

of the situation on 31 December 2025 and

the course of business at the Company and at

companies included in the consolidation for

the financial year 2025 and the Annual Report

includes a description of the material risks

the Company and companies included in the

consolidation area face.

LONG-TERM VALUE CREATION

A detailed explanation of the Board of Directors’

view on long-term value creation and the strategy

for its realisation, also describing which contributions

were made to long-term value creation in the

past financial year, as well as both the short-term

and long-term developments, are included in the

Strategic Report on pages 10-13.

DIVERSITY POLICY

In consideration of the adoption of a diversity

policy for the Board of Directors (held last year),

which is posted on the Company’s website, the

Company believes that diversity in the composition

of the Board of Directors in terms of age, gender,

expertise, professional background and nationality

is an important means of promoting debate,

balanced decision-making and independent actions

of the Board of Directors.

The Company furthermore recognises that diversity

should not be limited to the Board of Directors,

but should in principle extend to all areas of the

Company’s business, including but not limited to

other key leadership positions.

The following specific diversity target has been

identified to improve the diversity within the Board

of Directors: maintaining the gender diversity within

the Board of Directors such that at least 20% of the

Board of Directors will consist of women.

VALUES AND CODE OF CONDUCT

The Company adopted a Code of Conduct, which

applies to all of our employees, including the

Directors. The Code of Conduct is posted on the

Company’s Governance documents page.

The Company closely monitors the effectiveness

of, and compliance with, the Code of Conduct.

Violations of the Code of Conduct are usually

prevented through, among other things: periodic

training activities to employees, reports received in

accordance with the whistleblowing management

procedures and checks forming part of the standard

operating procedures of the Group. For all Code

of Conduct violations, the disciplinary measures

taken are commensurate with the seriousness of the

case and comply with local legislation. The relevant

corporate departments are notified of violations, if

any, irrespective of whether criminal action is taken

by the authorities.

ANTI-TAKEOVER MEASURES

The Company currently has no anti-takeover

measures in place.

NON-

EXECUTIVE

DIRECTORS’

REPORT

This report is referred to in

best practice provision 2.3.11

of the Dutch Governance Code.

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INTRODUCTION

This is the report of the Non-Executive Directors

of the Company over the financial year 2025, as

referred to in best practice provision 2.3.11 of the

Dutch Governance Code.

With a view to maintaining supervision of the

Company, the Non-Executive Directors

regularly discuss the Company’s long-term

business plans, the implementation of such plans,

and the risks associated with such plans with the

Executive Directors.

Details of the current composition of the Board of

Directors, including the Non-Executive Directors,

are set out in the section ‘Board of Directors’ on

pages 57-58.

SUPERVISION BY THE NON-EXECUTIVE

DIRECTORS

Pursuant to the Dutch Governance Code, it is the

responsibility of the Non-Executive Directors to

supervise the policies carried out by the Executive

Directors and the general affairs of the Company

and its affiliated enterprise, including the

implementation of the strategy of the Company

regarding long-term value creation. In doing so, the

Non-Executive Directors have also focused on the

effectiveness of the Company’s ICS, the integrity and

quality of the financial reporting and Company’s

long-term business plans, the implementation of

such plans and the risks associated.

The Non-Executive Directors supervised the

adoption and implementation of the strategies and

policies by the Company. In this respect, the Group

strategy has been adopted in view and ahead of the

IPO in 2021 and has not been substantially changed

since. The Non-Executive Directors have therefore

focused on overseeing that the yearly budget and

the main transactions and strategic decision be in

line with the above-stated strategy. This has been

achieved through regular updates with the Executive

Directors and the executive team, occurring mostly

during the Board meetings or in dedicated sessions.

The Non-Executive Directors have also reviewed

this Annual Report, including the Remuneration

Report and the Group’s financial results, received

updates on legal and compliance matters, and have

been regularly involved in the review and approval

of transactions entered into with related parties.

The Non-Executive Directors have also reviewed the

report of the Board of Directors and its Committees.

The Board of Directors may allocate certain specific

responsibilities to one or more individual Directors

or to a Committee comprised of eligible Directors of

the Company. In this respect, the Board of Directors

has allocated certain specific responsibilities to the

Audit Committee, the Remuneration Committee

and the Selection and Nomination Committee.

MEETINGS OF THE BOARD OF DIRECTORS

Directors are expected to prepare themselves for

and to attend all Board of Directors meetings,

the AGM of shareholders and the meetings of

the Committees on which they serve, with the

understanding that, on occasion, a Director may be

unable to attend a meeting.

There were three meetings of the Board of Directors

during the year 2025. An overview of the attendance

of the individual Directors per meeting of the Board

of Directors and its Committees is set out in the

table on the next page.

Moreover, certain items were submitted and

resolved by the Board of Directors through specific

written resolutions, as provided by the Company’s

by-laws.

During those meetings and/or in the written

resolutions, the key topics were related to:

■ approval of the 2024 Company’s accounts

and reports;

■ approval of the sale of its remaining 20% stake in

Auto XY S.p.A.;

■ approval of the RCI of an aggregate amount

of €5.3 million executed during the Q1 2025 by

the current shareholders 83 North III Limited

Partnership (83 North), Lucerne Capital

Management GP (Lucerne) and Zobito AB, as well

as by existing family office investors;

■ approval of the fourth loan of the financing

agreement with Atempo Growth, pursuant to

which a financing for an aggregate amount

equal to €3 million has been granted to the

Company;

■ approval of the H1 2025 financial results of the

Company;

■ approval of the budget of the Company for the

financial year ending 31 December 2026 (the ‘FY

2026 Budget’);

■ approval of a leadership change according to

which Marco Marlia transitioned to the role of

President, focusing on business development,

industry relations, strategic partnerships, and

key enterprise initiatives, while Amir Rosentuler,

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keeping the role of Executive Chairman, also

assumed the additional responsibilities of

CEO, working closely with the executive team

to implement the Company’s strategy with a

heightened focus on profitability and operational

excellence;

■ approval of the re-appointment of BDO LLP as

the auditors of the Company;

■ approval of (i) the impairment test of the

Group as of 31 December 2024 and the

financial projections underlying the test and (ii)

the Annual Report and Accounts of the Group

for the financial year ended 31 December 2024

(incorporating the Strategic Report, the Non-

Executive and Directors’ Report, the Directors’

Remuneration Report and the auditable part

of the Directors’ Remuneration Report, the

Directors’ Report and the auditor’s report on

those accounts);

■ acknowledgement of the results of a risk

assessment; and

■ approval of the LTIP of the Company for 2025

and the relevant subplans and budget.

INDEPENDENCE OF THE NON-EXECUTIVE

DIRECTORS

The independence requirements relating to

Non-Executive Directors are set out in best practice

provisions 2.1.7, 2.1.8 and 2.1.9 of the Dutch

Governance Code. The most important requirement

is that a majority of the Non-Executive Directors be

independent in the sense of best practice provision

2.1.8. In the opinion of the Non-Executive Directors,

two out of three Non-Executive Directors are

considered to be independent in this sense currently.

Laurel Charmaine Bowden is not independent within

the meaning of best practice provision 2.1.8, since

she is a partner at 83 North and 83 North holds

approximately 20% of the shares in the Company.

In accordance with best practice provision 2.1.8 and

2.2.7 of the Dutch Corporate Governance Code, the

Board has specifically evaluated Måns Hultman’s

independence following the completion of his initial

eight-year tenure in August 2024; the Board justifies

Mr. Hultman’s extended tenure beyond the initial

eight-year period based on his indispensable SaaS

scaling expertise and deep institutional knowledge,

consistent with Dutch Corporate Governance Code

and the Group’s long-term value creation strategy.

In addition the number of shares held by Zobito AB’s

vehicles is not considered to be significant.

In accordance with best practice provision 2.1.10,

the Board of Directors is of the opinion that the

independence requirements for Non-Executive

Directors as referred to the Dutch Governance Code

are met by the Company.

EVALUATION OF THE BOARD OF DIRECTORS

AND ITS COMMITTEES

On an annual basis, the Non-Executive Directors are

expected to meet to evaluate their own functioning,

the functioning of the Board of Directors and

its Committees, as well as the functioning of the

Executive Directors, in accordance with best practice

provisions 2.2.6 and 2.2.7 of the Dutch Corporate

Governance Code.

Due to an exceptional workload and other

competing priorities, the Non-Executive Directors

were not able to carry out the above-mentioned

evaluation during 2024. The initiation of such

activities was discussed at the Board of Directors

meeting held in March 2024, with the intention to

complete the evaluation in the first half of 2025.

However, due to further priorities that required the

Board’s attention, the evaluation was not performed

in 2025 either. The Board aims to carry out this

evaluation, during the course of 2026, noting that

only one evaluation per year is required under the

applicable best practice provisions.

COMMITTEES

Audit Committee

A description of the Audit Committee’s role,

responsibilities and composition is set out on pages 48.

During the year ended 31 December 2025, the Audit

Committee has selected and recommend to the Board

of Directors advisers who have supported the Group

development path of the ICS in 2025. In particular, the

Audit Committee supported and recommended to the

Board of Directors the approval of the Group’s Annual

Report and Financial Statements for the financial year

ended 31 December 2024 and H1 2025 Report.

Furthermore, during the year ended 31 December

2025, the Audit Committee, together with the

support of the external advisers, has analysed and

approved the Group’s results on a quarterly basis

and also acknowledged and approved the identified

improvements to the Group’s risk management and

ICS, also in relation to the post-merger controls over the

integration process.

Based on the activities performed and the

information reviewed during the year, the Audit

Committee did not identify any material issues

or deficiencies in relation to the effectiveness of

the Group’s internal risk management and control

systems, nor in relation to the financial reporting and

audit processes.

Remuneration Committee

A description of the Remuneration Committee’s role,

responsibilities and composition is set out on page

48. The Remuneration Committee worked on an

LTIP and Short-Term Incentive Plan (STIP) together

with external advisers, and recommended the

Director

Board of

Directors

Audit

Committee

Remuneration

Committee

Selection and

Nomination

Committee

Amir Rosentuler 3/3 – 2/2 1/1

Marco Marlia 3/3 – – –

Måns Hultman 3/3 – 2/2 –

Laurel CharmaineBowden 3/3 3/3 – –

Helen Protopapas 3/3 3/3 – –

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Board of Directors to adopt the same, together with

French and Israeli subplans. During the year ended

31 December 2025, the Remuneration Committee

inter alia, proceeded with:

■ Refinement of the Company LTIP terms;

■ 2024-2025 new hires grant;

■ LTIP 2025 grant; and

■ Special LTIP grant on June 2025.

Selection and Nomination Committee

A description of the Selection and Nomination

Committee’s role, responsibilities and composition is

set out on page 49.

During 2025, no specific matters arose requiring the

Committee’s review or deliberation. In light of the

absence of new appointments, changes in Board

composition, or other circumstances falling within its

remit, no meetings were convened during the year.

Furthermore, the Selection and Nomination

Committee has reiterated the importance of carrying

out the Board evaluation process in accordance with

the relevant applicable laws and regulations and

best practice provisions (the Board Evaluation). As

previously disclosed, due to the exceptional workload

and competing priorities faced by the Board, the

evaluation process was not carried out during 2024

and, for similar reasons, was not performed in 2025.

The effectiveness of the Board remains of fundamental

importance to the Company’s long-term success. The

Board acknowledges the value of a structured and

thorough assessment of its performance, as well as

that of its Committees, the Chair and the individual

Directors, including considerations relating to Board

composition, diversity and overall effectiveness.

The Board intends, subject to priorities and workload,

to carry out the Board Evaluation during the course of

2026, in compliance with the applicable governance

framework, which requires that such evaluation be

conducted at least annually.

INTERNAL AUDIT FUNCTION

The Non-Executive Directors believe that the

Company has not existed as a listed Company

long enough for it to be necessary to install its

own dedicated internal audit function. Senior

staff members in the finance department of the

Company are partially dedicated to risk and control

management. The CFO oversees risk management

tasks. An update on risk management activities,

findings, conclusions and actions is provided to

the Audit Committee, where priorities are set and

guidance is provided to follow up on identified areas

of concern and to further enhance risk and control

management. The Audit Committee is further

supported by relevant subject matter experts

throughout the Company.

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Amir Rosentuler

Executive Chairman & Interim CEO (appointed 11 June 2021)

Mr. Rosentuler, 57, Israeli, joined the Group in 2020. He has

25 years of executive management and entrepreneurial

experience in leading technology companies, including more

than 15 years of experience in NASDAQ- and NYSE-listed

companies. Mr. Rosentuler is currently the Chairman and a

Board member of several companies. Previously, he was the

co-Chief Executive Officer of Deutsche Telekom HBS Inc, a

subsidiary of Deutsche Telekom AG, based in Silicon Valley,

California. Mr. Rosentuler completed the Executive Leadership,

Business Administration, Management and Operations

Programme at Babson College.

Marco Marlia

President (appointed 10 October 2014)

Mr. Marlia, 45, Italian, co-founded the Group in 2010.

He is a serial entrepreneur experienced in running digital

companies, having co-founded several other companies

(Nextre Engineering, Biquadra and Nomesia), a web

design agency and a search engine optimisation agency.

Mr. Marlia holds a Bachelor’s and Master’s degree in

Economics from Bocconi University in Italy and he is author

of books including ‘Il Metodo DealerK and Wikis: Tools

for Information Work and Collaboration’. Mr. Marlia also

earned a Bachelor’s degree in Institutions and Financial

Markets from Bocconi University.

B OA R D O F

DIRECTORS

WHO WE ARE

The members of the MotorK Board of

Directors focus on long-term value creation

for the Company and the Group’s businesses,

taking into account how Group-wide strategies

and policies contribute to the interests of each

subsidiary and the Group as a whole in the

longterm.

Members

Attendance

100%

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Måns Hultman

Non-Executive Director/Independent Director

(appointed 22 August 2016)

Mr. Hultman, 57, Swedish, has over 30 years of experience in

the technology industry. He was CEO of Qlik and a member

of the Board of Directors of Hybris (since acquired by SAP).

Since 2012, he has been a partner at Zobito, which is a

shareholder of the Company. In addition to serving as a

Director of the Company, Mr. Hultman currently serves as

a Director for Ikano Group, Musikborsen AB, Zobito 1 and

2, Zobito 3 AB and Crossbow AB and an owner of Tassaka

AB. Previously, Mr. Hultman served in various leadership

positions for other companies.

Laurel Charmaine Bowden

Non-Executive Director

(appointed 14 January 2019)

Ms. Bowden, 59, British, is a partner at 83 North. She has over

15 years of investment experience and has led investments in

and been on the Boards of many leading European technology

companies, including iZettle (acquired by PayPal), Just

Eat (LSE: JE), Ebury (50% acquired by Santander), Hybris

(acquired by SAP) and Qliktech (NASDAQ: QLIK). Some of

Ms. Bowden’s current Company Boards and investments

include BlueVine, Critizr, Celonis, Exotec, Form3, Holidu,

HungryPanda, Lendbuzz, Mirakl, Paddle, SellerX, Wolt and

Workable. Ms. Bowden was previously on the Boards of

Investec Plc and Ltd, and at JVP and GE Capital in London.

Further, Ms. Bowden earned a BSc in Electrical and Electronic

Engineering from the University of Cape Town and an MBA

from INSEAD.

BOARD OF DIRECTORS

CO N TI N U E D

Helen Protopapas

Non-Executive Director/Independent Director

(appointed 22 April 2024)

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

Finance at Vast Data, based in Zurich, Switzerland.

With a distinguished career as a Commercial CFO, she

brings extensive experience in private equity and venture

capital, particularly within the internet technology sector.

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

and fundraising, as well as her proficiency in cash flow

management and operational improvements. She has

a proven ability to implement accounting and financial

reporting processes, including transfer pricing strategies.

Her international career spans multiple countries, including

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

Romania, Vietnam, and Africa. This global experience has

given her a unique perspective on diverse markets and the

ability to drive financial success across various regions and

industries.

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EXECUTIVE MANAGEMENT TEAM

In addition to the Chairman & Interim CEO and President, the following individuals comprise the Executive Management Team:

Zoltan Gelencsér

Global Chief Financial Officer (from January 1 2025)

Mr. Gelencsér joined MotorK as Chief Financial Officer

in early 2025, overseeing financial operations, aligning

strategic planning with long-term business objectives,

and driving scalable revenue growth while ensuring cost

efficiency. With extensive leadership experience in strategic

business management, digital transformation, change

management, and operations, he brings a data-driven

approach, a strong commitment to quality, and a culture

of accountability. His global finance executive roles at

Vodafone, eBay, and General Electric have shaped his

expertise. Before joining MotorK, he served as Senior

Vice President of Group Financial Planning & Analysis at

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

Brookes University and an MBA from London Business

School.

Boaz Zilberman

Chief Operating Officer

In April 2024, Mr. Zilberman was appointed to lead MotorK’s

Operations, Corporate Development, Investor Relations,

Post Merger Integration, and cross-functional management

practices. He prioritises cultivating a culture of excellence,

innovation, transparency, accountability, and disciplined

execution. With over 20 years of experience in software growth

companies, Mr. Zilberman has held various roles in Operations,

Product Development, Innovation, Corporate Development,

and Legal. Notably, he was previously Head of Business

Development at AccessFintech, where he oversaw ecosystem

partnerships and channel sales. Before that, he served as Head

of New Ventures at IHS-Markit, leading post-trade processing

innovation. Previously, Mr. Zilberman held the positions of

Head of Strategic Initiatives and Head of Legal and Corporate

Development at Markit. During his tenure, he played a key

role in the Company’s achievement of its first $1billion in

revenues, facilitated 25 acquisitions, and orchestrated over

100partnerships. Mr. Zilberman holds an MBA from Bayes

Business School (previously Cass), City University of London,

and a Bachelor of Law (LL.B.) from Tel Aviv University.

Xavier Vandame

Chief Revenue Officer (from August 2025)

In August 2025, Mr. Vandame was designated Chief Revenue

Officer. With over three decades of experience in the global

automotive and technology services sector, he has a proven

track record in driving global sales strategy, leading large-

scale business expansion, and building high-performing

international teams. He has a strong track record in global

sales leadership, go-to-market strategy, P&L management,

and international market expansion. During his 31-year

career at MSX International, he progressed to Vice

President of Global Sales, where he managed key global

OEM accounts and aligned worldwide sales efforts with

corporate strategy. He has led operations and teams across

Asia-Pacific, the Americas, Europe, the Middle East, and

Africa, including successfully establishing and growing

subsidiaries in China, India, Thailand, and South Korea. His

extensive global experience and cross-cultural leadership

enable him to drive sustainable revenue growth and build

long-term client relationships worldwide.

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EXECUTIVE MANAGEMENT TEAM

CONTINUED

Yair Pinyan

Senior Vice President, Head of R&D at MotorK

Mr. Pinyan is Senior Vice President, Head of R&D at MotorK.

As leader of the Engineering, IT Operations and Quality

Assurance teams, he’s a business enabler in charge of the

Company’s technology development, making sure MotorK’s

R&D efforts are geared towards steady innovation. He

boasts extensive knowledge of advanced technologies to

solve complex problems and has worked in R&D organisations

for over 20 years. He most recently held the role of Vice

President of Research and Development at Britannica

Knowledge Systems, where he successfully transferred an on-

prem product into a SaaS solution, while managing a remote

team of 70 engineers. Previous experience includes leadership

roles at Orbotech Ltd, Correlor Technologies Ltd, Microsoft

and Gteko Technologies Ltd. Mr. Pinyan holds a Bachelor’s

degree in Economics and Computer Science from Bar Ilan

University in Israel, as well as an Executive MBA from Quantic

School of Business and Technology in Washington, DC.

Johnny Quach

Chief Product and Marketing Officer

Mr. Quach was appointed Chief Product and Marketing

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

by integrating product development with marketing.

Leading product strategy, he focuses on customer-centric

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

first SaaS provider for automotive retail. As the owner of

the marketing strategy, he enhances brand visibility and

customer engagement through growth-focused campaigns.

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

profitability, and organisational transformation, he has held

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

Thomas Andrew Becker

Chief Human Resources Officer

(from April 2025)

Mr. Becker serves as Chief Human Resources Officer

with over 30 years of technology sector experience. He

brings exceptional expertise in human capital strategy,

organisational development, and business transformation

across global markets including the UK, US, and continental

Europe. As a trusted executive adviser, Mr. Becker

consistently aligns HR functions with corporate objectives

while optimising workforce performance and driving cultural

transformation. His leadership in M&A integration and

talent management has delivered measurable business

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

degree in Management from Hiram College and FCIPD

certification. He concurrently serves as Managing Director of

the International Talent Academy, advancing professional HR

development initiatives.

Massimiliano Cumerlato

Regional Director and VP of Customer Engagement

(from November 2025)

Mr. Cumerlato brings over 20 years of European sales

experience in IT and web-based applications. A core driver

of MotorK’s growth over the past 11 years, he spearheaded

the Group’s expansion to dominate the Italian digital

automotive retail market. Under his leadership, MotorK

achieved a 70% market share among official dealers and a

robust portfolio of over 700 clients. Having previously served

as Sales Director and Country Manager, he distinguished

himself through strategic key account management and

by successfully driving the commercial integration of the

GestionaleAuto acquisition. Currently, as Regional Director

and VP of Customer Engagement, Mr. Cumerlato is scaling

his successful sales model internationally. He oversees

cross-border retention, cross-selling, and upselling strategies

designed to maximise recurring revenue, profitability and

long-term client loyalty. Prior to MotorK, he was Sales

Director at Casa.it and held senior roles at Selecta, where he

earned a prestigious ‘Best Supplier Award’ for executing high-

impact, pan-European direct marketing campaigns.

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REMUNERATION

C O M M I T T E E

REPORT

In 2025, the Remuneration

Committee stabilised the Group’s

talent framework by remediating

the voided 2024 LTIP, refining the

LTIP to reflect market conditions,

and introducing targeted

retention measures.

SECTION ONE: ANNUAL STATEMENT OF

THE REMUNERATION COMMITTEE REPORT

In line with the requirements of the UK reporting

regulations and the applicable provisions of the

Dutch Governance Code, this report is divided into

three sections:

1. This Annual Statement: summarising the work of

the Remuneration Committee (the Committee)

and our approach to Directors’ remuneration.

2. The Directors’ Remuneration Policy (the Policy):

summarising the framework under which

Directors’ pay is set and how it links to strategy.

The Policy has been approved further to a

shareholder vote (by way of ordinary resolution)

at the 2025 AGM.

3. The Annual Report on Remuneration

(the Report), which sets out the remuneration

outcomes for 2025 and how, subject to

shareholder approval, the Committee applied

the Policy in 2025. This section will be subject to

an advisory shareholder vote at the AGM.

The Committee is chaired by Måns Hultman (an

Independent Non-Executive Director) and its other

member is Amir Rosentuler.

I am pleased to present the Directors’

Remuneration Report on behalf of the Board

During 2025, the Committee worked to apply

the Policy in line with the relevant corporate

governance requirements with the aim of ensuring

competitiveness, alignment, incentivisation

and proportionality. The Committee’s work was

characterised by a ‘remediation and retention’

strategy.

The key activities in FY2025 are listed below:

■ 2024 LTIP Remediation: following the non-

achievement of performance conditions for the

2024 grants, the Committee declared those

options null and void and approved remediation

grants for 31 optionees to ensure continued

engagement.

■ Refinement of LTIP terms: to simplify the

incentive structure, the Committee reverted to a

‘no performance vesting’ practice for standard

grants, adjusted vesting schedules to three years

(one-third annually), and established a minimum

two-year holding period.

■ Strategic retention and new hires: the

Committee approved significant grants for key

new hires and implemented a ‘Minimum Return

Guarantee’ for certain executive management

team members in the event of a Company sale

to ensure alignment during critical strategic

windows.

■ Governance and delegation: to streamline

operations, the Committee delegated the

pre-validation of ‘good and bad leavers’ to the

Chairman & Interim CEO, President, and CHRO,

subject to quarterly reporting.

MotorK remains committed to a remuneration

structure that attracts and motivates high-calibre

individuals while focusing on sustainable financial

results and long-term stakeholder value.

During the year, MotorK demonstrated improved

operating performance and financial discipline,

supporting progress towards sustainable

profitability and enhanced cash generation. The

Committee has continued to exercise careful

judgement to ensure remuneration decisions support

the Company’s strategic objectives while remaining

fully aligned with best practice remuneration

governance and the requirements of UK reporting

regulations and the Dutch Governance Code.

I hope that this report is clear and informative.

Måns Hultman

Chair of the Remuneration Committee

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SECTION TWO: DIRECTORS’ REMUNERATION POLICY

(a) Introduction

The Committee determines the Company’s policy on the structure of the remuneration of Executive Directors

and the Executive Management Team, and is responsible for governing the Remuneration Policy for the

broader employee population.

Procedure

The following summarises the Policy, which codifies our existing principles as previously communicated to

potential investors pre-listing. This Policy was approved by the Company’s shareholders at the AGM on

21 May 2025. The Policy applies to payments made after that date and is available on the Company’s

website.

It is intended that the Policy was applied for three years starting from its approval at the 2025 AGM and it

will be reapproved during the 2028 AGM. In light of the Committee’s efforts to review the Policy to ensure it

allows the Committee to offer an appropriate and balanced remuneration package that reflects the size and

complexity of the Group, the Executives’ experience, skills and responsibility in the Group as well as market

practice, the Committee may seek approval for a new policy at an earlier point if considered appropriate.

When reviewing the Policy, the Committee uses scenario analyses to recognise the different outcomes of the

Policy, by taking into account elements such as internal pay differentials and maximum pay-out of annual

bonuses and long-term incentives.

Compliance

The Policy is compliant with the relevant requirements of UK Company law, as well as in principle with the rules of the

Dutch Governance Code, which the Company applies voluntarily.

Principles

The objectives of the Policy are to:

■ reward Executive Directors and senior management, and support a performance-driven culture;

■ provide a level of remuneration to attract, motivate and retain high-calibre employees and reward them

with a market competitive remuneration package;

■ encourage long-term value creation and support the execution of the Company’s strategic and

operational objectives;

■ motivate individuals and align interests of the Executive Directors with the Company’s shareholders and

other stakeholders; and

■ adhere to principles of good corporate governance and appropriate risk management.

The Board of Directors and the Committee believe the aforementioned objectives are best achieved by a

remuneration structure whereby:

1. Basic pay is set at a level such as to support the recruitment and retention of Executive Directors of the

calibre required to implement the Group’s business strategy and is reflective of the individual’s skills,

experience, performance and role within the Group.

2. STIPs are set at a level such as to incentivise year-on-year delivery of short-term financial, strategic and

operational objectives in furtherance of the Group’s business strategy and creation of shareholder value.

3. LTIPs are put in place to align the interests of the Directors and shareholders of the Company concerning

long-term value creation, providing an avenue through which the Company’s Executives can earn

significant rewards subject to shareholders likewise having obtained a good return.

4. Benefits are provided to Executives on a cost-effective basis to aid attraction and retention of Executive Directors.

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Illustration of the application of the Remuneration Policy

Based on the Policy terms described in the next sections, the following charts illustrate the application of the Policy in different scenarios ranging from no achievement of the STIP and LTIP targets and conditions,to target

achievement in combination with LTIP shares appreciation over the relevant period ranging from zero to fair value at grant date to 50% increase. The charts are based on the remuneration and on the share value at the

time the Policy was adopted.

Salary levels (and consequently the other elements of the remuneration package which are calculated as a percentage of salary) are based on those intended to apply in 2025.

The LTIP grant level is shown as 68% of the base salary for the CEO and 33% for the Executive Chairman, in line with the actual grant for the year 2025.

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

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(b) Remuneration components for Executive Directors and the Executive Management Team (Executives)

In line with the above principles and objectives, various remuneration components are combined to ensure an appropriate and balanced remuneration package comprising the following elements:

■ Fixed remuneration (base salary, benefits and pension).

■ Short-term incentive (performance-based cash bonus).

■ Long-term incentive (conditional equity-based award that vests based on performance).

Base salary Purpose and link to strategy To support the recruitment and retention of talented Executives to deliver the Group’s strategy by offering a package that is reflective of the individual’s skills,

experience and responsibility in the Group, whilst remaining competitive in relevant talent markets.

Operation

Base salaries are set by the Committee and reviewed on an annual basis. Base salaries are paid in cash on a monthly basis. Base salary levels are targeted at

market rates and benchmarked periodically against an appropriate peer group of other companies of a similar financial size and complexity to MotorK.

Opportunity Any changes for Executives take into account the individual’s skills, experience and performance, significant changes in responsibilities, together with market

practice and MotorK’s performance and pay practices.

The maximum level of basic salary will not be greater than the current salary as increased, typically in line with the market. If an individual is appointed at a lower

salary, for example, to reflect inexperience as a listed Company director, larger increases may be awarded over future years as they prove their capability.

Performance measures N/A

Pension and benefits

Purpose and link to strategy Provides an appropriate structure of benefits on a cost-effective basis to aid attraction and retention of Executives.

Operation Benefits include provision of death, disability and medical insurance cover, Directors’ liability insurance, pension contributions, Company car and IT equipment.

Opportunity Dependent on individual circumstances and the cost to the Company of providing the benefit.

The Company provides access to pension schemes based on local legal requirements or where provision is customary in a particular local market.

Employer pension contributions to Executives under the defined contribution arrangement and cash allowances in lieu of pension are made at the minimum level

required by law or best practice in the relevant jurisdiction.

Performance measures N/A

STIP Purpose and link to strategy To provide Executives with a reward for delivery of short-term financial, strategic and operational objectives.

Operation Executives may be eligible to participate in a discretionary short-term incentive scheme (every six months or annually).

The Committee oversees the setting of suitable short-term targets and performance measures.

Opportunity The maximum STIP opportunity under this Policy is 300% of base salary.

Performance below the threshold for each financial target results in zero payment in respect of that element. Payment rises from 0% to 100% of the maximum

opportunity for levels of performance between threshold and maximum with 75% of base salary normally payable for on-target performance.

Performance measures Subject to the achievement of certain targets relating to financial (including, but not limited to, revenues or Adjusted EBITDA achievements) or operational

(including, but not limited to, customer satisfaction, geographical expansion, M&A execution) KPIs, depending on the role.

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LTIP Purpose and link to strategy To align the interests of Executives and shareholders in growing the value of the Group over the long term.

Operation LTIP grants are intended to be made annually and consist of Performance Stock Options (although Conditional Share Awards may also be used). These

Performance Stock Options will vest over three years in three equal tranches, to the extent the performance conditions are satisfied.

The exercise price of the stock options will be equal to the market value of a share in the Company as at the date the stock options are granted (potentially

averaged over a short period pre-grant). Once exercisable, stock options may be exercised until the 10th anniversary of the date of grant. Shares acquired

pursuant to the exercise of stock options will be subject to a holding period which expires on the fifth anniversary of the date the stock options were granted,

during which they may not be disposed of (save to cover any tax or social security liabilities which arise on the acquisition of the shares).

The Committee retains flexibility, consistent with the rules of the LTIP, to grant Performance Share Awards. Any Performance Share Awards will vest over three

years in three equal tranches, but shares will only become eligible to be acquired by participants to the extent the performance conditions are satisfied. The

same holding period would apply as applies to Performance Stock Options.

Malus and clawback provisions apply (see details below).

Opportunity The number of Performance Stock Options to be granted and the recipients and quantum will be determined by the Board or Remuneration Committee. The

maximum value of Performance Stock Options which may be granted to an Executive Director in any particular financial year is equivalent to 720% of their base

salary as at the date of grant.

Should the Committee decide to grant Performance Share Awards, the maximum value of Performance Share Awards which may be granted to an Executive

Director in any particular financial year is equivalent to 300% of their base salary as at the date of grant.

If a combination of Performance Share Awards and Performance Stock Options is granted, the maximum value would be between 300% and 720% of base

salary as at the date of grant, adjusted in proportion to the type of award granted.

The Committee has the discretion to adjust the formulaic outcome to ensure it reflects the underlying performance of MotorK.

A payment equivalent to the dividends accrued on vested shares may be paid at the point of vesting (or in the case of options, exercise) in shares or cash.

Performance measures

Vesting of LTIP awards is subject to the achievement of performance conditions as outlined below. Each of the performance conditions separately determines

part of the vesting of the LTIP award. The relative weighting of the performance conditions may be varied by the Committee to ensure the LTIP best supports

MotorK’s strategy. In FY2025, the Group decided not to apply performance-based measures that award options to Executive Directors. The Group intends to

maintain the same approach in FY2026.

The Committee will have discretion to set measures and weightings for awards to best support the strategy of the business at that time, provided that the

vesting of at least 80% of the LTIP award will be subject to financial-based performance conditions.

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Selection of performance targets

The performance-related elements of remuneration will take into account the Group’s risk policies and

systems and will be designed to align the Senior Executives’ interests with those of shareholders. The

Committee reviews the metrics used and targets set for all of the Group’s Senior Executives (not just the

Executive Directors) every year, in order to ensure that they are aligned with the Group’s strategy and to

ensure an appropriate level of consistency of arrangements amongst the Senior Executive Team.

All financial targets will (where appropriate) be set on a sliding scale. Non-financial targets are set based

on individual and management team responsibilities. The annual bonus plan performance metrics include

a mix of financial targets and non-financial objectives, reflecting the key annual priorities of the Group.

The financial metrics include Total Shareholder Return (TSR), which was chosen as it provides an external

assessment of the Company’s performance against a peer group. TSR also aligns the rewards received by

Executives with the returns received by shareholders.

The non-financial objectives will be measurable and based on individual and/or team performance and will

be consistent with the achievement of the Group’s strategy.

The Committee retains discretion to set targets for future awards, providing that, in the opinion of the Committee,

the new targets are no less challenging in light of the prevailing circumstances than those set previously.

Loans

The Company does not provide any loans or guarantees to Executive Directors or the Executive

Management Team.

Executive Directors are appointed at the AGM for the duration of four years. The terms of service may be

terminated by the Executive Director with a notice period of six months and by the Company with a notice

period of six months or with the applicable statutory notice period. In case the Company terminates the service

agreement of an Executive Director (other than in cases of summary dismissal), the Executive Director may be

entitled in exceptional circumstances to a severance payment of up to one year’s base salary.

Leaver arrangements

The Company takes into account the terms of service including the variable remuneration plan rules,

market practice and the conduct of the individual when determining leaver arrangements. In addition to the

severance payment mentioned above, a leaving Executive Director may be eligible to retain or receive value

under their variable remuneration awards, in accordance with the plan rules.

Under the LTIP and the STIP, an Executive Director will be treated as a ‘good leaver’ if he or she leaves due to

death, injury, disability, retirement with the agreement of the Board, redundancy, a transfer of the business

unit in which he or she is employed to a third party, circumstances in which the Group Company by which he

or she is employed ceases to be controlled by the Company, or such other reason as the Committee may in its

discretion decide.

STIP If the Executive qualifies as a ‘good leaver’, the individual may remain eligible for

a STIP pay-out with respect to the year of termination on a pro-rated basis and is

payable after the end of the financial year.

LTIP Unvested LTIP awards normally lapse on termination of the service agreement,

however if the Executive qualifies as a ‘good leaver’:

■ Vesting of the LTIP is subject to the application of the performance measures

at the end of the normal vesting period and will be on a pro-rated basis. In

FY2025, the Group decided not to apply performance-based measures to

the Executive Directors. The Group intends to maintain the same approach in

FY2026.

■ Vested awards will remain subject to a two-year holding period.

Change of control

In the event of a change of control of the Company:

■ Payments under the annual bonus plan are calculated on a pro-rated basis and are subject to the

application of the performance measures.

■ Vesting of the LTIP is subject to the application of the performance measures at the date of the event, if

applicable, and will normally be on a pro-rated basis.

Upon a change of control of the Company, the plans will automatically terminate and no further awards will

be made.

Outplacement services and legal fees and reimbursement of legal costs may be provided where appropriate.

Any statutory entitlements or sums to settle or compromise claims in connection with a termination would be

paid as necessary.

The term of appointment for Non-Executive Directors is four years and their appointments are subject to

termination on four months’ notice other than in cases of summary dismissal. If their position is terminated,

they are entitled to reimbursement of any outstanding fees and expenses.

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(d) Malus and clawback policy

LTIP awards may be recovered or reduced in cases of fraud, dishonesty or deceit, gross misconduct, conduct

which results in significant losses to a Group Company, a material failure of risk management or other

corporate failure, a serious health and safety event or a material financial misstatement in the audited

financial results of the Group. The Committee may apply malus (revise incentive awards prior to vesting) and

clawback (reclaim incentive awards post vesting) to reduce an award or determine that it will not vest or only

vest in part.

Clawback may operate during the period of two years from the date an LTIP award pays out.

(e) Use of discretion

The Committee may apply its discretion in the execution of the Remuneration Policy or related incentive

plans when agreeing remuneration outcomes to help ensure that the implementation of our Remuneration

Policy is consistent with underlying Company performance and is equitable to all stakeholders.

If an event occurs which results in the annual bonus plan or LTIP performance conditions and/or targets

being deemed no longer appropriate by the Committee (e.g. a material acquisition or divestment), the

Committee will have the ability to adjust appropriately the measures and/or targets and alter weightings,

provided that the revised conditions or targets are not materially less difficult to satisfy (taking account of

the relevant circumstances).

Ultimately, the payment of any bonus is entirely at the discretion of the Committee. Equally, the operation

of share incentive schemes is at the discretion of the Committee.

(f) Approach to recruitment remuneration

Executive Directors’ base salary is set at a level appropriate to recruit a suitable candidate, taking into

account external market competitiveness and internal equity. The level of base salary may initially be

positioned below the mid-market of the relevant benchmark, with the intention of increasing it to around

the mid-market of the relevant benchmark after an initial period of satisfactory service.

Individuals will be able to receive a contribution to a pension plan in line with the Policy.

The Committee will offer benefits in line with the Policy for existing Executive Directors (but may consider

other benefits from time to time, including relocation expenses).

The Company’s policy is to give notice periods according to the applicable statutory notice period and in any

case no longer than six months.

(g) Non-Executive Directors’ Remuneration Policy

The purpose and strategy of the Company’s Non-Executive Directors’ Remuneration Policy is to provide

a competitive fee, which will attract and retain high-calibre individuals and reflects their relevant skills

and experience.

Fee levels for each role are determined after considering the responsibility of the role, the skills and knowledge

required and the expected time commitments are reviewed periodically considering the salary increase for

the general workforce and the level of fees paid by companies of a similar size and complexity.

Additional fees may be paid in relation to extra responsibilities undertaken and in exceptional circumstances,

if there is a temporary yet material increase in the time commitments for Non-Executive Directors.

The Company pays any reasonable expenses that a Non-Executive Director incurs in carrying out their

duties as a Director, including travel, Directors’ and officers’ liability insurance, hospitality-related and other

modest benefits, any tax liabilities thereon and the provision of advice relating to any such tax liabilities,

ifappropriate.

(h) Consultation and existing commitments

The Company and the Group may honour all obligations and commitments that were entered into prior

to this Directors’ Remuneration Policy taking effect. The terms of those pre-existing obligations and

commitments may differ from the terms of this Remuneration Policy and may include (without limitation)

obligations and commitments under service contracts, long-term incentive schemes (including previous

plans), pension and benefit plans.

Although employees are not consulted directly on the Executive Directors’ Remuneration Policy, the

Committee takes into account the pay and employment conditions of other employees in the Group when

setting the remuneration of the Executive Directors.

The remuneration approach is applied consistently at levels below the Executive Directors. At senior levels,

remuneration is increasingly long term and ‘at risk’ with an increased emphasis on performance-related pay

and share-based remuneration.

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Chairman’s and Non-Executive Directors’ letters of appointment

The following table provides details of the terms of appointment for the Chairman and the current Non-Executive Directors:

Director Date of appointment Expected expiry date of current term

Amir Rosentuler (Chairman) 11 June 2021 End of the AGM to be held in 2028

Måns Hultman (Non-Executive) 22 August 2016 End of the AGM to be held in 2028

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

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

SECTION THREE: DIRECTORS’ REMUNERATION REPORT

Directors’ emoluments and compensation

Set out below are the Directors’ emoluments for the year ended 31 December 2025 and the year ended 31 December 2024: including the fees related to their roles and responsibilities within the Audit Committee,

Remuneration Committee, and Selection and Nomination Committee. Directors’ emoluments reported below may not be totally paid as of 31 December 2025.

Name of Director

Salary and fees

(€)

Taxable benefits

(€)

Pension-related

benefits

(€)

Total fixed

remuneration

(€)

Annual bonus

(€)

Stock Options

granted

(€)

Total variable

remuneration

(€)

Total 2025

(€)

Amir Rosentuler 311,878

– 62,781

374,659 – 428,787

428,787 803,446

Marco Marlia 200,000 2,718 28,277 230,995 – 472,360

472,360 703,355

Laurel Charmaine Bowden

– – – – – – – –

Måns Hultman 37,500 – – 37,50 0 – – – 37,500

Helen Protopapas – – – – – 96,400

96,400 96,400

1 Includes the remuneration of ILS 1,165,478 translated with the average exchange rate for 2025 of 3.893 ILS/EUR accrued by MotorK Israel Ltd (net amount paid of ILS 533,100 equivalent to €136,938) and fees related to his and responsibilities within the Remuneration Committee, and Selection and

Nomination Committee of €12,500.

2 ILS 244,408 translated with the average exchange rate 2025 3.893 ILS/EUR.

3 177,920 shares evaluated with FV determined on the basis of Black-Scholes method of €2.41.

4 196,000 shares evaluated with FV determined on the basis of Black-Scholes method of €2.41.

5 In April 2024, Laurel Charmaine Bowden voluntarily waived the emoluments earned for FY2024, as well as any future emoluments to be earned in her capacity as a member of the Audit Committee.

6 40,000 shares evaluated with FV determined on the basis of Black-Scholes method of €2.41.

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Name of Director

Salary and fees

(€)

Taxable benefits

(€)

Pension-related

benefits

(€)

Total fixed

remuneration

(€)

Annual bonus

(€)

Stock Options

granted

(€)

Total variable

remuneration

(€)

Total 2024

(€)

Amir Rosentuler 284,542

– 60,191

344,733 – – – 344,733

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

Laurel Charmaine Bowden³ – – – – – – – –

Måns Hultman 37,500 – – 37,50 0 – – – 37,500

Mauro Pretolani 13,340

– – 13,340 – – – 13,340

Helen Protopapas⁵ – – – – – – – –

1 Includes the remuneration of ILS 1,094,695 translated with the average exchange rate 2024 4.024 ILS/EUR accrued by MotorK Israel Ltd (net amount paid of ILS 552,431 equivalent to €130,290) and the fees related to its roles and responsibilities within Remuneration Committee, and Selection and

Nomination Committee for €12,500.

2 ILS 242,208 translated with the average exchange rate 2024 4.024 ILS/EUR.

3 In April 2024, Laurel Charmaine Bowden voluntarily waived the emoluments earned for FY2024, as well as any future emoluments to be earned in her capacity as a member of the Audit Committee.

4 Mauro Pretolani resigned in April 2024. This represented the pro-rata remuneration from 1 January 2024 to 23 April 2024 based on the annual emoluments amounting to €42,500 for his roles and responsibilities within the Board of Directors, Audit Committee, and Selection and Nomination Committee.

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

Annual bonus

The objective of the annual bonus remuneration component is to ensure that the Executive Directors focus on realising their short-term operational objectives, leading to longer-term value creation.

Following the admission of the Company’s shares to Euronext Amsterdam, between the Directors of the Company, only the CEO participated in the annual bonus scheme and was eligible to earn an award of up to 75% of

salary, subject to the attainment of specific performance targets to be defined by the Board of Directors upon a proposal of the Committee. The table below summarises the bonus earned for the year:

Name of Executive Director Bonus for 2025 Bonus for 2024

Marco Marlia – –

Scenario analyses of the possible outcomes of the variable remuneration element of the annual bonus described above and its effect on the remuneration of the CEO were conducted at the point of award. No other scenario

analyses have been undertaken by the Committee during the year ended 31 December 2025.

Pension

During the year ended 31 December 2025, Marco Marlia received pension contributions of €28,277 (€27,942 as at 31 December 2024) and Amir Rosentuler received pension contributions of €62,781 (€60,191 as at

31 December 2024).

Payments to past Directors

No payments were made to past Directors during the year ended 31 December 2025.

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Payments for loss of office

No payments for loss of office were made during the year ended 31 December 2025.

Long-term incentives

EMI Share Option Plan (the ‘Original Share Option Plan’)

In October 2021, with a number of years having elapsed since the original scheme was put in place, the

“Original Share Option Plan”, an amended version of the Group share option scheme (the EMI Share Option

Plan), was designed and implemented by the Company in anticipation of the listing of the Company’s shares.

The EMI Share Option Plan allowed for options to be issued over ordinary shares, up to a maximum market

value of €3 million at the time of grant. The option exercise price was usually set at fair market value of the

shares at the time of grant. Total options were awarded under the EMI Share Option Plan on admission of

the Company’s shares to Euronext Amsterdam were equal to approximately 0.5% of the number of ordinary

shares in issue at the time, with an exercise price of €0.337 per share. The initial option awards have no

performance conditions and vest over a four-year period starting from the day of listing.

As at 31 December 2025, the Company has no unvested options in issue pursuant to the Original Share

Option Plan.

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 €1.21 and €1.895.

The options will vest over a three-year period and the shares awarded further to exercise of the options will

be subject to a five-year holding period starting from the grant date. 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 €2.37 and €2.79.

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 €10 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 €5.94 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 €4.52 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’s 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 €4.2 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.

Following these grants, the Company has a total of 2,022,515 unvested options in issue pursuant to the

Omnibus LTIP, equating to approximately 4.2% of the issued share capital as at 31 December 2025.

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Directors’ interest in shares

The interests of each person who was a Director of the Company (together with interest held by his or her connected parties) were:

Name of Director

Number of shares

at 31 December

2025

Number of shares

at 31 December

2024

Unvested share

options at

31 December

2025

Vested,

unexercised

share options

at 31 December

2025

Options

exercised in

the period

2025

Amir Rosentuler 120,000 120,000 143,288 1,513,591 –

Marco Marlia 5,151,942 5,481,580 161,292 300,601 –

Laurel Charmaine Bowden – – – – –

Måns Hultman – – – – –

Mauro Pretolani 138,400 138,400 – 135,000 –

Helen Protopapas – – 33,333 6,667 –

The option awards held by each Director during the financial year ended 31 December 2025 and 2024 are as follows:

Name of Director

Number at

1 January

2025

Granted in

the period

2025

Exercised in

the period

2025

Number at

31 December

2025

Exercise price

(€)

Vesting

period/date

Marco Marlia 174,018 – – 174,018 1.64 Three years starting from November 2022

Marco Marlia 91,875

– – 91,875 2.37 Three years starting from June 2023

Marco Marlia – 196,000

– 196,000 4.52 Three years starting from May 2024

Amir Rosentuler 1,263,979

– – 1,263,979 0.01 November 2021

Amir Rosentuler 140,955 – – 140,955 1.21 Three years starting from January 2023

Amir Rosentuler 74,025

– – 74,025 2.37 Three years starting from June 2023

Amir Rosentuler – 177,920

– 177,920 4.52 Three years starting from May 2024

Mauro Pretolani 135,000 – – 135,000 0.34 Three years starting from August 2017

Helen Protopapas – 20,000

– 20,000 4.52 Three years starting from May 2024

Helen Protopapas – 20,000 – 20,000 4.52 Three years starting from May 2025

1 Total options granted net of 30,625 lapsed option as one out of the two performance conditions set for such grant was not met.

2 Total options granted to remediate the lapsed grant in May 2024. The vesting period started in May 2024.

3 Amir Rosentuler was awarded 1,383,979 options pursuant to the EMI Share Option Plan all of which vested immediately prior to the Company’s initial public offering. On 5 November 2021, Amir Rosentuler exercised 120,000 of his vested options and subscribed for 120,000 ordinary shares of €0.01 each in

the Company. From 31 December 2021, Amir Rosentuler held 1,263,979 vested but unexercised stock options.

4 Total options granted net of 24,675 lapsed option as one out of the two performance conditions set for such grant was not met.

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Corporate Governance continued

Name of Director

Number at

1 January

2024

Granted in

the period

2024

Exercised in

the period

2024

Number at

31 December

2024

Exercise price

(€)

Vesting

period/date

Marco Marlia 174,018 – – 174,018 1.64 Three years starting from November 2022

Marco Marlia 91,875

– – 91,875 2.37 Three years starting from June 2023

Marco Marlia – –

– – 5.94 Three years starting from May 2024

Amir Rosentuler 1,263,979

– – 1,263,979 0.01 November 2021

Amir Rosentuler 140,955 – – 140,955 1.21 Three years starting from January 2023

Amir Rosentuler 74,025

– – 74,025 2.37 Three years starting from June 2023

Amir Rosentuler – –

– – 5.94 Three years starting from May 2024

Mauro Pretolani 135,000 – – 135,000 0.34 Three years starting from August 2017

1 91,875 is the total option granted net of 30,625 lapsed option as one out of the two performance conditions set for such grant was not met.

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

the Company. From 31 December 2021, Amir Rosentuler held 1,263,979 vested but unexercised stock options.

4 Total options granted net of 24,675 lapsed options as one out of the two performance conditions set for such grant was not met.

Total Shareholder Return performance

The Committee has considered the requirement for a performance graph comparing the Company’s TSR with that of a comparable indicator. The Committee does not currently consider that including the graph will be

meaningful as the Company only listed in November 2021 and has not declared a dividend for the years ended 31 December 2024 and 2025. In addition, the remuneration of the Executives is not currently linked to TSR.

Annual percentage change in remuneration of Directors and employees and internal pay ratio

The table below shows the percentage change in salary, taxable benefits and annual bonus set out in the figures of remuneration tables paid to each Director in respect of the 2024 and 2023 financial years compared to

that of the average pay of all employees of the Group:

Director

Salary/fees

% change

Benefits

% change

Annual bonus

% change

Amir Rosentuler (10%) – –

Marco Marlia – (19%) –

Laurel Charmaine Bowden – – –

Måns Hultman – – –

Mauro Pretolani (100%) – –

Helen Protopapas – – –

Average all employees 11% 2% 31%

MotorK Annual Report 2025

COMPANY

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STRATEGIC

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CORPORATE

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STATEMENTS

Corporate Governance continued

The internal pay ratio is calculated based on the average 2025 remuneration of all Group employees vis-à-vis

the 2025 remuneration of the CEO. The internal pay ratio for the year 2025 was 4.89 (5.42 in 2024) for the

CEO, Marco Marlia.

Relative importance of spend on pay

The table below shows the difference in actual expenditure between 2024 and 2025 on personnel costs

adjusted for all employees, in comparison to investments for future growth in R&D and M&A chosen as

a significant benchmark for this analysis due to its relevance for the strategic plans of the Group.

To date, no dividend has been paid by MotorK and there is no intention to pay a dividend at this stage as

all monies are being retained in the business for future investment.

Investments for future growth

Personnel costs

-€1.6 million -€2.5 million

(19%) (10%)

2025: €6.8 million 2025: €26.7 million

(2024: €8.4 million) (2024: €26.7 million)

1 Calculated as the amount of cash flow from investing activities – R&D reported in the Group cash movements for the year included in the Financial

and Operating Review.

As the Directors have not recommended a dividend for 2025 or 2024, the Directors do not consider it helpful to

the interpretation of the relative importance of spend on pay data to include dividend data in the above table.

Statement of implementation of Remuneration Policy in the following financial year

Salary

The Committee will keep the level of salaries paid to its employees and Executive Directors under close review,

and will set it at such a level in order to help achieve the overall objectives of the Policy and generate long-

term value for the Company and its shareholders through increased performance. Increases to salaries, if

deemed appropriate by either the Committee or employees discharging managerial duties within the Group,

will be determined and communicated to employees on an individual basis.

Annual bonus

The President Marco Marlia will be eligible to earn an annual bonus of up to €150 thousand in case the

targets assigned are 100% achieved. The Interim CEO Amir Rosentuler will be eligible to earn an annual

bonus of up to €100 thousand (to be paid half in cash and half in stock options) in case the targets assigned

are 100% achieved.

LTIP

The Committee will make awards to the Executives within the Omnibus LTIP adopted by the Board on

18 October 2022. Currently, with reference to grants awarded between December 2022 and January 2023,

the Committee decided to utilise one performance condition - ARR growth of at least 25% in 2023. With

reference to grants awarded between February 2023 and May 2024 two performance conditions were set:

the first, for 75% of the grant, is based on a Committed ARR achievement and the second, for the remaining

25% of the grant, is based on Cash EBITDA. In FY2025, the Group decided not to apply performance-based

measures that award options to Executive Directors. The Group intends to maintain the same approach in

FY2026. The Committee reserves the right to change such performance conditions as long as the revised

conditions meet the requirements of the Omnibus LTIP.

Non-Executive Directors’ remuneration

The Board has reviewed the Non-Executive Directors’ fee structure and has agreed a specific rate card

based on the roles and responsibilities of the Directors (see table below - annualised amounts, to be paid

out proportionately to the actual length of tenure in the year). Please refer to the table below for Directors’

emoluments in FY2025 (and comparative data as at 31 December 2024):

Role – FY2025

Laurel

Charmaine

Bowden

(€)

Måns

Hultman

(€)

Helen

Protopapas

(€)

Chairman – – –

Non-Executive Director basic fee – 30,000 –

Additional fees – 7,500 –

Chair of the Audit Committee – – –

Chair of the Remuneration Committee – 7,500 –

Chair of the Selection and

Nomination Committee – – –

Member of the Audit Committee – – –

Member of the Remuneration Committee – – –

Member of the Selection and

Nomination Committee

– – –

Total – 37,500 –

1 In April 2024, Laurel Charmaine Bowden voluntarily waived the emoluments earned for FY2024, as well as any future emoluments to be earned in

her capacity as a member of the Audit Committee.

2 Helen Protopapas’ compensation was granted in stock options.

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Corporate Governance continued

Role – FY2024

Laurel

Charmaine

Bowden

(€)

Måns

Hultman

(€)

Mauro

Pretolani

(€)

Helen

Protopapas

(€)

Chairman – – – –

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

Additional fees – 7,500 3,923 –

Chair of the Audit Committee – – 2,354 –

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

Chair of the Selection and

Nomination Committee – – – –

Member of the Audit Committee – – – –

Member of the Remuneration Committee – – – –

Member of the Selection and

Nomination Committee

– – 1,569 –

Total – 37,500 13,340² –

1 In April 2024, Laurel Charmaine Bowden voluntarily waived the emoluments earned for FY2024, as well as any future

emoluments to be earned in her capacity as a member of the Audit Committee.

2 Pro-rata remuneration from 1 January 2024 to 23 April 2024 based on the annual emoluments amounting to €42,500 for Mauro Pretolani’s roles and responsibilities

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

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

Selection and Nomination Committee.

The Remuneration Report was signed on 29 April 2026 on its behalf by:

Måns Hultman

Chair of the Remuneration Committee and Director

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Corporate Governance continued

RESULTS AND DIVIDEND

The Consolidated Statement of Profit and Loss and

Other Comprehensive Income for the year ended

31 December 2025 is set out from page 91 and

shows the loss for the year.

No interim dividend was declared during the year

and the Directors have not recommended a final

dividend for the year ended 31 December 2025.

DIRECTORS AND CHANGES TO THE

BOARD OF DIRECTORS AND EXECUTIVE

MANAGEMENT TEAM

The Directors of the Company during the year

ended 31 December 2025 were Amir Rosentuler

(appointed June 2021), Marco Marlia, Måns Hultman,

Laurel Charmaine Bowden and Helen Protopapas.

Details of the members of the Board of Directors

at 31 December 2025 are set out on pages 57-58.

In addition to the Chairman & Interim CEO and

the President, the members of the Executive

Management Team of the Company during the year

ended 31 December 2025 were: Boaz Zilberman,

Joe Sanchez, Yair Pinyan, Johnny Quach, Zoltan

Gelencsér, Thomas Becker and Massimiliano

Cumerlato. Starting 1 January 2025, Zoltan

Gelencsér joined the Company as Chief Financial

Officer; in April 2025 Thomas Becker was appointed

Chief Human Resources Officer. In May 2025, Joe

Sanchez terminated his office as a Chief Revenue

Officer, with Xavier Vandame taking the role in

August 2025. In November 2025, Massimiliano

Cumerlato was appointed VP of Customer

Engagement, in addition to his role as Regional

Director for Italy and Spain.

On 18 June 2025, the Group announced that

Marco Marlia, formerly CEO, transitioned to the

role of President, where he focuses on business

development, industry relations, strategic

partnerships, and key enterprise initiatives.

Moreover, Amir Rosentuler, who was already

serving as Executive Chairman, assumed the

additional responsibilities of Interim CEO working

with the executive team to execute on the Group’s

strategy, with an increased focus on profitability and

operational excellence.

DIRECTORS’

REPORT

The Directors present the

Annual Report together with the

audited Consolidated Financial

Statements and the audited

financial statements.

DIRECTORS’ INDEMNITIES

The Company maintains Directors’ and officers’

liability insurance, which gives appropriate cover

for legal action brought against its Directors,

subject to the conditions set out in the Companies

Act 2006. The policy was in force throughout the

period and at the date of the approval of these

financial statements.

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

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CORPORATE

GOVERNANCE

FINANCIAL

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Corporate Governance continued

DIRECTORS AND THEIR BENEFICIAL INTERESTS

The Directors of the Company and their beneficial interest in the ordinary shares of the Company as at

31 December 2025 were as follows:

Director Position Appointed Ordinary shares

Amir Rosentuler Executive Chairman 11 June 2021 120,000 (0.3%)

Marco Marlia Chief Executive Officer 10 October 2014 5,151,942 (10.7%)

Laurel Charmaine Bowden Non-Executive Director 11 May 2023 –

Måns Hultman

Non-Executive Director/

Independent Director

22 August 2016 –

Helen Protopapas

Non-Executive Director/

Independent Director 22 April 2024 –

1 As the number of shares held by Zobito’s vehicles is not considered to be significant, Måns Hultman is considered to be independent.

SIGNIFICANT SHAREHOLDINGS

So far as the Company is aware (further to normal notification) and based on public data available, the

following shareholders held legal or beneficial interests in ordinary shares of the Company exceeding 3%

as at 31 December 2025:

Name Shares %

83 North III Limited Partnership 10,143,722 21.1%

Lucerne Capital Management GP 11,990,570 25.0%

Marco Marlia 5,151,942 10.7%

Fabio Gurgone 5,135,080 10.7%

Marco De Michele 5,094,032 10.6%

Zobito AB

3,132,106 6.5%

1 Aggregated Zobito ownership through various vehicles.

POLITICAL DONATIONS

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

CHARITABLE DONATIONS

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

FUTURE DEVELOPMENTS

Particulars of any important events affecting the Company that have occurred since the end of the financial

year and an indication of likely future developments in the business of the Company are described on page

38 of the Financial and Operating Review, and are incorporated into this report by reference.

DISCLOSURE OF INFORMATION TO AUDITORS

So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors

are unaware and each Director has taken all the steps that he or she ought to have taken as a Director in

order to make himself or herself aware of any relevant audit information and to establish that the Company’s

auditors are aware of that information.

SUBSIDIARIES OUTSIDE OF THE UK

The Group does not have any branches outside of the UK. Details of the Company’s subsidiaries are set out

on page 98.

CAPITAL STRUCTURE

MotorK confirms that no shares in the Company were either:

■ purchased or acquired by the Company under section 659 CA 2006;

■ acquired by the Company’s nominee, or by another with Company financial assistance, the Company

having a beneficial interest under section 662(1) CA 2006; or

■ made subject to a lien or other charge taken (whether expressly or otherwise) by the Company and

permitted by section 670(2) or CA 2006 (exceptions from general rule against a Company having a lien or

charge on its own shares).

The Company also confirms that there are no ordinary shares without voting rights or that confer no or a

limited right to share in the profits or reserves of the Company.

Details of the issued share capital, together with details of the movements during the year, are shown in

Note 23 of the Notes Forming Part of the Consolidated Financial Statements. The Company has one class of

ordinary share and each ordinary share carries the right to one vote at General Meetings of the Company.

MotorK Annual Report 2025

COMPANY

OVERVIEW

STRATEGIC

REPORT

CORPORATE

GOVERNANCE

FINANCIAL

STATEMENTS

Corporate Governance continued

An eventual significant change of the capital structure

might trigger the change of control clause included

in our financial arrangement with Illimity Bank to the

effect that in case of change of control of MotorK

Plc as defined in the financial arrangement, the total

outstanding financial liability becomes immediately

due and payable.

FINANCIAL RISK MANAGEMENT AND

FINANCIAL INSTRUMENTS

The Group implements a careful approach to

financial risk management. The Group does not use

financial instruments and risk management focuses

on internal strategies such as diversifying operations,

maintaining liquidity reserves, and implementing

strict credit controls. Effective risk management can

still be achieved through careful operational and

financial planning. For details regarding the financial

risks, please refer to Note 8 in the Notes Forming

Part of the Consolidated Financial Statements -

Financial Instruments - Risk Management.

Risk appetite

MotorK recognises that the management of risk

requires a level of commerciality to enable the business

to meet its joint strategic objectives of protecting

stakeholder interests whilst creating stakeholder

value. The Board therefore takes responsibility for

determining the nature and extent of the principal risks

it is willing to take in achieving its strategic objectives.

Risk relating to the seasonality of the Group’s

operating results

The Group’s results of operations may be slightly

affected by seasonal and cyclical factors in the

automotive market. Such fluctuations in dealership

sales may lead to lower sales volumes for the Group

in specific months during summer and winter, and

a sales peak in the last quarter of the year. From a

cash perspective, the seasonality risk is naturally

mitigated by our business model, based on a SaaS

products offering, which improves the stability

of our cash inflow. From a revenue and EBITDA

perspective, commercial peaks in the automotive

market may have a slight impact on the seasonality

of the Group’s operating results.

Risk relating to interest rate changes

The Group is exposed to risks associated with

changes in variable interest rates, as certain of its

credit facilities may bear interest at a floating rate.

An increase or decrease in interest rates would

affect the Group’s current interest expenses and

the Group’s refinancing costs; however, this is not

considered to be material. Interest rate risk may be

mitigated against, in part, by the Group entering

into hedging transactions in the form of derivative

financial instruments, although such transactions

are not risk-free. During FY2025, no hedging

derivatives have been entered into by the Group.

Risks of possible non-compliance with laws

and regulations

The Company is exposed to risk of non-compliance

with laws and regulations in a number of areas

including taxes, financial supervision rules and

competition rules.

As relates to taxes, the Group is generally making

net operating income tax losses, which mitigates

the risk of incurring fines and penalties due to

non-compliance. More in general, the Group is

assisted by tax professional firms to ensure tax

compliance in all the countries where the

Group operates.

As a listed Company, we are subject to financial

supervision by the Dutch Authority for Financial

Markets (AFM).

Our legal department oversees the compliance

with the regulatory framework, assisted by law

firms and using appropriate tools to manage

specific processes like the whistleblowing and

internal dealing.

The market where we operate is highly fragmented

and management believes that the infringement

of competition rules is inherently low. In case of

extraordinary situations like M&A, management

runs appropriate assessment during the due

diligence phase.

GREENHOUSE GAS EMISSIONS

Due to the nature of MotorK’s business, direct

ecological impact in terms of GHG emissions,

energy consumption and energy efficiency from our

operations are mainly related to the consumption of

electricity in the Group premises. Indirect ecological

impacts are related mainly to the cloud services

provided by our external suppliers and by the

business travel of MotorK employees. During 2025,

MotorK continued to offer employees the option of

working remotely. Due to this, GHG emissions, energy

consumption and energy efficiency data relating to

the Group’s operations, our offices and staff travel are

not significant for the year ended 31 December 2025

and therefore are not reported in the Annual Report.

The Company has also updated the internal Travel

and Car Policy with the aim to reduce GHG emissions.

The Board of Directors recognise that the Group has

a corporate and social responsibility to minimise the

ecological impact from our operations and looks

forward to establishing a more formalised approach

to sustainability in the future.

ENGAGEMENT WITH SUPPLIERS,

CUSTOMERS AND OTHERS

For a detailed analysis of the Group’s engagement

with its various stakeholder groups, please refer to

the Stakeholder Engagement and S172 Statement

section on pages 30-32.

EMPLOYEES NON-DISCRIMINATION

ANDHARASSMENT

The Group is committed to fostering a diverse

and inclusive work environment where all ideas,

perspectives, and backgrounds are valued.

Employees are recruited based on objective criteria,

such as knowledge, expertise, proven abilities,

performance, and behaviour. We ensure that no

employee faces discrimination based on race, colour,

sex, sexual orientation, marital status, religion,

political affiliation, nationality, ethnic background,

social origin, age, disability, works council

membership, or any other characteristic.

We are dedicated to providing fair and equal

consideration to employment applications from

individuals with disabilities. Our inclusive recruitment

practices ensure that necessary adjustments are

made during the selection process. For employees

who become disabled during their employment, we

offer reasonable accommodations to their roles and

work environment. Additionally, we provide tailored

training to support their continued success and

effectiveness in the workplace.

MotorK Annual Report 2025

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Corporate Governance continued

We are also committed to offering equal career

development opportunities for disabled employees.

Through access to training programmes and merit-

based promotions, we ensure that they have the

opportunity to advance and grow professionally. This

approach underscores our commitment to diversity

and inclusion, ensuring that disabled individuals have

equal opportunities for employment, growth and

career progression.

DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing

the Annual Report and financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare

financial statements for each financial year. Under

that law, the Directors are required to prepare

the Group financial statements and have elected

to prepare them in accordance with UK-adopted

international accounting standards. The Directors

are also required to prepare the Parent Company

financial statements, which have been prepared in

accordance with Financial Reporting Standard 100

Application of Financial Reporting Requirements

and Financial Reporting Standard 101 Reduced

Disclosure Framework, and as required by the

Companies Act 2006.

Under the Companies Act 2006, the Directors must

not approve the financial statements unless they are

satisfied that they give a true and fair view of the

state of affairs of the Group and the Company and

of the profit or loss of the Group and the Company

for that period.

In preparing these financial statements, the

Directors are required to:

■ select suitable accounting policies and then

apply them consistently;

■ make judgements and accounting estimates that

are reasonable and prudent;

■ state whether the Group financial statements

have been prepared in accordance with UK-

adopted international accounting standards

and the Parent Company financial statement

in accordance with UK generally accepted

accounting standards, subject to any material

departures disclosed and explained in the

financial statements;

■ prepare the Group and the Company financial

statements on the going concern basis unless it is

inappropriate to presume that the Group and the

Company will continue in business; and

■ prepare a Strategic Report, Directors’ Report

and Directors’ Remuneration Report that comply

with the requirements of the Companies Act

2006.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose

with reasonable accuracy at any time the financial

position of the Company and enable them to ensure

that the financial statements comply with the

Companies Act 2006.

They are also responsible for safeguarding the

assets of the Company and the Group and for taking

reasonable steps for the prevention and detection of

fraud and other irregularities.

The Directors are responsible for ensuring that the

Annual Report and financial statements, taken as a

whole, are fair, balanced and understandable and

provide the information necessary for shareholders

to assess the Group’s performance, business model

and strategy.

As at the date of this report, the Directors, whose

names and functions are listed in the Board of

Directors Report on pages 57-58, confirm that:

■ the financial statements, prepared in accordance

with UK-adopted international accounting

standards, give a true and fair view of the assets,

liabilities, financial position and profit or loss of

the Group and the Company; and

■ the Annual Report includes a fair review of the

development and performance of the business

and the financial position of the Group and the

Company, together with a description of the

principal risks and uncertainties that they face.

This confirmation is given and should be interpreted

in accordance with the provisions of section 418 of

the Companies Act 2006.

GOING CONCERN

The parent company going concern assessment has

been performed together with the group’s going

concern assessment. The Group and the parent

company (“Group”) 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 €12 million (2024: €13 million) and reported net

current liabilities of €24.4 million.

The Board of Directors has performed a detailed

assessment of the Group’s 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’s 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’s 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:

■ Proven access to capital: The Group has

a strong historical track record of raising

MotorK Annual Report 2025

COMPANY

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Corporate Governance continued

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.

■ 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.

■ 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.

■ Cost reduction mitigations: The Group moderate

discretionary capital expenditure and R&D

roadmap to preserve liquidity if required.

■ 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.

AUDITORS

BDO LLP has signified its willingness to continue as

independent auditors to the Company.

WEBSITE PUBLICATION

The Directors are responsible for ensuring the Annual

Report and Financial Statements are made available

on a website. Financial statements are published on

the Group’s websites, in accordance with legislation

in the United Kingdom governing the preparation

and dissemination of financial statements, which

may vary from legislation in other jurisdictions. The

maintenance and integrity of the Group’s websites

is the responsibility of the Directors. The Directors’

responsibility also extends to the ongoing integrity

of the financial statements contained therein.

POST BALANCE SHEET EVENTS

In January 2026, MotorK Plc has obtained a new loan

with Atempo Growth for an amount of €2.8 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’s

business model and financial trajectory. A cross-

default clause (non-financial covenant) is in place,

linked to the Group’s other financial indebtedness.

The loan has been secured against selected assets of

MotorK Italia S.r.l..

On 13 April 2026, the Group successfully executed

capital reserved increases of €2.5 million with

Underdogs Group S.r.l.. This round is based on a price

per share of €2.75, 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’ long-term

vision and dedication to the Group’s success.

The proceeds will be used to further strengthen

the Group’s financial position and support general

corporate purposes as MotorK continues its path

toward sustainable profitability and cashflow.

On April 10, 2026, Motork Italia S.r.l. entered into

a Memorandum of Understanding (“MoU”) 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’s 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.

The proceeds will be used to further strengthen

the Group’s financial position and support general

corporate purposes as MotorK continues its path

toward sustainable profitability and cashflow.

RESEARCH AND DEVELOPMENT

During the year ended 31 December 2025, the Group

has incurred R&D expenses for an amount of €12.2

million (€13.1 million in 2024), of which €6.6 million was

capitalised (€8.3 million in 2024).

APPROVAL BY THE BOARD OF DIRECTORS

The report of the Directors was signed

on 29 April 2026 on its behalf by:

Amir Rosentuler

Executive Chairman & Interim CEO

29 April 2026

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Independent Auditor’s Report 81

Consolidated Statement of Profit and Loss and Other Comprehensive Income 91

Consolidated Statement of Financial Position 92

Consolidated Statement of Cash Flows 94

Consolidated Statement of Changes in Equity 95

Notes Forming Part of the Consolidated Financial Statements 97

MotorK Plc Statement of Financial Position 136

MotorK Plc Statement of Changes in Equity 137

Notes Forming Part of the MotorK Plc Financial Statements 139

Group Alternative Performance Measures 153

Company Information 157

Financial

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOTORK PLC

OPINION ON THE FINANCIAL STATEMENTS

In our opinion:

■ the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s loss and the Group’s cash flows for the year then ended;

■ the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

■ the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

■ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of MotorK Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit and Loss and

Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, MotorK Plc Statement of Financial Position,

MotorK Plc Statement of Changes in Equity, and the notes to the financial statements, including material accounting policy information.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that

has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework

(United Kingdom Generally Accepted Accounting Practice).

SEPARATE OPINION IN RELATION TO IFRS AS ADOPTED BY THE EUROPEAN UNION

As explained in note 2 to the Group financial statements, the Group in addition to complying with its legal obligation to apply UK adopted international accounting standards, has also applied the International Financial

Reporting Standards (IFRS) as adopted by the European Union.

In our opinion the Group financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and of its consolidated financial performance and its consolidated cash

flows for the year then ended in accordance with IFRS as adopted by the European Union.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as

applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw your attention to Note 3 of the financial statements which indicates that the existing cash resources will not be sufficient for the group to meet its working capital and liquidity requirement for the execution of

the long term business plan, for twelve months following approval of these financial statements. Accordingly, the group is dependent on securing additional funding. These events or conditions, along with other matters

as set forth in Note 3, indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern. The financial statements do not include any

adjustments that would result if the Group and Parent Company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.

Given the material uncertainty noted above and our risk assessment we considered going concern to be a key audit matter.

Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included:

■ Obtaining an understanding of how the Directors undertook the going concern assessment process to determine if we considered it to be appropriate for the circumstances;

■ Challenging the Director’s going concern assessment, including the reasonableness of assumptions where we also considered downside stress case scenarios;

■ Testing the computational accuracy of management’s assessment;

■ Challenging of the reasonableness of the forecast based on our understanding of the business and benchmarking against historic actuals and post year end trading results to determine forecasting accuracy, and

performing an assessment of the reasonableness of key estimates and judgements made over revenue growth and cost base;

■ Obtaining forecast covenant calculations to test for any potential future covenant breaches. We considered the covenant compliance headroom for sensitivity to assess possible breaches in a reasonable plausible

downside scenario; and

■ Assessing the completeness and accuracy of disclosures in relation to going concern and whether significant judgements have been appropriately disclosed.

In auditing the financial statements, we have concluded that the Directors’ use of going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

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Overview

Key audit matters

Material uncertainty related to going concern*

Change in revenue recognition policy and December cut-off of annual recurring revenue (‘ARR’)

2025

√

2024

√

Key audit matters included in our prior year report (change in revenue recognition policy and December cut-off of annual recurring revenue (‘ARR’))

are no longer considered key audit matters. The change in accounting policy was a one-off event in FY24 and following the implementation of

the revised revenue recognition policy, the risk of material misstatement relating to ARR cut-off has reduced to a level that no longer required

significant auditor attention in the current year.

*Relates to Group and parent company

Materiality

Group financial statements as a whole

€818,000 (2024: €810,000) based on 2% (2024: 2%) of Revenue

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group’s system of internal control. We identified and assessed the risks of

material misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks

to the group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to

provide a basis for our opinion.

Components in scope

Components represent varying geographies across the EMEA region and are arranged in a single entity ownership hierarchy headquartered in Milan, Italy. An ultimate parent company is registered in the United Kingdom

and listed on the Euronext exchange in Amsterdam, Netherlands. Significant consolidations occur at the Italian holding company level and the ultimate group level. Components share the same management team centrally

located in Italy. The group consists of 11 components, out of which 4 components are in scope.

Our rationale for determining the components in scope was based upon a detailed risk assessment, understanding the control environment, consideration of the size of the component and other qualitative factors. Risk

assessment procedures are performed on remaining components to assess our initial allocation of risks.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. These further audit procedures included:

■ procedures on the entire financial information of the component, which included performing substantive procedures; and

■ procedures on one or more classes of transactions, account balances or disclosures.

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Procedures performed at the component level

We performed procedures to respond to group risks of material misstatement at the component level that included the following:

Component Component name Entity Group Audit Scope

1 MotorK Italy MotorK Italia S.r.l. Procedures on the entire financial information of the component.

Parent MotorK plc

Statutory audit and procedures on one or more classes of transactions,

account balances or disclosures

MotorK France SAS

MotorK France Sarl

Procedures on one or more classes of transactions, account balances or

disclosures

MotorK Spain

MotorK Spain Gestiones Comerciales SL

Procedures on one or more classes of transactions, account balances or

disclosures

5 All other components All other components

Risk assessment procedures only

Procedures performed centrally

We considered there to be a high degree of centralisation of financial reporting and commonality of processes and similarity of the group’s activities and business lines in relation to revenue. We therefore designed and

performed procedures centrally in this area.

Locations

MotorK Plc’s operations are spread over a number of different geographical locations. We visited the main group location in Milan, Italy.

In addition, our teams worked remotely, holding calls and video conferences with MotorK Plc and the component auditor in italy, and with digital information obtained for the respective components.

Changes from the prior year

There have been no significant changes in the Group audit scope from the prior year.

Working with other auditors

As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this work. These resources included a component auditor, who formed part of the group

engagement team as reported above. As Group auditor we are solely responsible for expressing an opinion on the financial statements.

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In working with the component auditor in Italy, we held discussions on the significant areas of the group audit relevant to the component based on our assessment of the group risks of material misstatement. We issued our

group audit instructions to the component auditor on the nature and extent of their participation and role in the group audit, and on the group risks of material misstatement.

We directed, supervised and reviewed the component auditor’s work. This included holding meetings and calls during various phases of the audit, and obtaining direct access to the electronic workspace for purpose of

reviewing the component auditor documentation to evaluate the appropriateness of the audit procedures performed and the results thereof. In addition, we have performed visits to the component auditor’s office as stated

above.

How Climate change affected the scope of our audit

Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:

■ Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks

within the annual report;

■ Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and

■ Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk assessment as to how the impact of the Group’s commitment as set out on pages 27 to 40

may affect the financial statements and our audit.

The management disclosures on pages 27 and 40 form part of the “Other Information,” rather than the audited financial statements. Our responsibilities in relation to the “Other Information” are described in the relevant

section of this report and our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained from the audit or

otherwise appear to be materially misstated.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement

team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty related to Going Concern section, we have determined that there are no other key audit matters to be communicated in our report.

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions,

could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,

misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their

effect on the financial statements as a whole.

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Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements Parent Company financial statements*

2025 2024 2025 2024

Materiality

€818,000 €810,000 €1,986,000* €1,780,000

Basis for determining

materiality

2% of Group revenue

2% of Group revenue 2% of total assets 1.6% of total assets

Rationale for the

benchmark applied

We considered revenue to a key performance measure for users to evaluate the financial

performance of the business in its growth phase.

Calculated based on total assets as the parent Plc is an investment holding

entity, capped to group-allocated component performance materiality.

Performance materiality

€614,000 €570,000 €1,489,000

€1,246,000

Basis for determining

performance materiality

Group performance materiality was set at 75% (2024: 70%) of materiality, taking into account

various factors including the expected total value of known and likely misstatements, brought

forward misstatements, the number of material estimates, the spread of results within the

group and the expected use of sample testing.

Performance materiality for the Parent Company was set at 75% (2024: 70%) of

materiality taking into account various factors including the expected total value of

known and likely misstatements, brought forward misstatements, and the number of

material estimates.

Rationale for the percentage

applied for performance

materiality

* The above table states the Parent Company statutory materiality. The component performance materiality allocated to the parent company is €524,400 (2024: €540,000) which is 85% (2024: 95%) of the group performance materiality.

We have performed audit procedures using Component performance materiality, being the lower of the Statutory performance materiality and Component performance materiality.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group,apart from the Parent Company whose materiality and performance materiality are set out above, based on a

percentage of between 58% and 63% (2024: 40% and 75% ) of Group performance materiality dependent on a number of factors including public interest in components within the group, control environment, expectations

about the nature, frequency, and magnitude of misstatements, relative size, component age, significant changes to the component and our assessment of the risk of material misstatement of those components. Component

performance materiality ranged from €358,800 to €386,400 (2024: €202,000 to €540,000).

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of €36,000 (2024: €32,000). We also agreed to report differences below this threshold that, in our view, warranted

reporting on qualitative grounds.

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OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on

the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially

misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OTHER COMPANIES ACT 2006 REPORTING

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and

Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

■ the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

■ the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in

the Strategic report or the Directors’ report.

Matters on which

we are required to

report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

■ adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

■ the Parent Company financial statements are not in agreement with the accounting records and returns; or

■ certain disclosures of Directors’ remuneration specified by law are not made; or

■ we have not received all the information and explanations we require for our audit.

OTHER REPORTING - EUROPEAN SINGLE ELECTRONIC FORMAT (ESEF)

The Parent Company has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single

electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML-format, including the financial statements of the Group and the Parent Company, has been prepared in all material respects with the RTS on ESEF.

Management is responsible for preparing the annual report including the financial statements, in accordance with the RTS on ESEF.

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Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies with the RTS on ESEF.

Our procedures included:

■ Obtaining an understanding of the entity’s financial reporting process, including the preparation of the annual financial report in XHTML-format;

■ Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a

basis for our opinion, including examining whether the annual financial report in XHTML-format is in accordance with the RTS on ESEF.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities statement in the Directors’ report, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair

view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Parent Company and management.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

■ Our understanding of the Group and the industry in which it operates;

■ Discussion with management and those charged with governance including the Audit Committee; and

■ Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations

we considered the significant laws and regulations to be the applicable accounting frameworks as set out in our Opinion, Euronext Amsterdam listing requirements, and Companies Act 2006.

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The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines

or litigations. We identified such laws and regulations to be tax legislation (including Corporate, VAT and employment taxes).

Our procedures in respect of the above included:

■ Enquires of management whether there were any litigations and claims;

■ Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

■ Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;

■ Involvement of tax specialists in the audit; and

■ Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

■ Enquiry with management and those charged with governance including the Audit Committee regarding any known or suspected instances of fraud;

■ Obtaining an understanding of the Group’s policies and procedures relating to:

■ Detecting and responding to the risks of fraud; and

■ Internal controls established to mitigate risks related to fraud.

■ Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

■ Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

■ Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

■ Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.

Our procedures in respect of the above included:

■ Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation. This included consideration of unusual combinations to revenue and testing consolidation journals;

■ Assessing significant estimates made by management for bias across the Group (see material uncertainty related to going concern section); and

■ Evaluating the results of our testing to identify whether there was evidence of bias by the Directors in estimates and judgements that represented a risk of material misstatement due to fraud.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component auditors who were all deemed to have appropriate competence and

capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component auditors, we also reviewed the result of their work performed in this regard.

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Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the

further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

USE OF OUR REPORT

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent

Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Adam Beasant (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

Reading, UK

30 April 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

		For the	For the
		year ended	year ended
		31 December	31 December
€’000	Note	2025	2024
Revenue	9	4 0 ,9 4 4	40 ,333
Cost for customers’ media services	10	7 ,858	8 ,1 4 4
Personnel costs	10	26, 108	26 , 69 0
R&D capitalisation	10	(6 , 5 6 3)	(8, 278)
Other operating costs	10	1 1 , 907	14 , 2 8 4
Remeasurement of the contingent consideration at FVTPL	10	(187)	(89 0)
Provision for bad debts	10	662	1, 35 9
Amortisation and depreciation	10	10,66 9	9,9 9 0
Total costs	10	50, 4 54	51, 2 9 9
Operating loss		(9 ,510)	(10 , 9 6 6)
Finance expense	11	(2, 35 5)	(2 , 3 13)
Finance income	11	6	222
Loss before tax		(11 , 8 5 9)	(13 , 0 5 7)
Corporate income tax	12	(16 0)	4
Loss for the period		(12 , 0 19)	(13 , 0 5 3)
Attributable to:
Owners of the parent		(12 , 0 19)	(1 3,05 3)
Other comprehensive income
Actuarial gain arising from remeasurement of liabilities for employee benefits that will not be subsequently remeasured to the income statement	20	21 5	92
Gains on exchange differences from translation of financial statements of foreign entities that will be reclassified subsequently to the income statement	26	1 98	19
Total comprehensive loss		(11 , 6 0 6)	(12 , 9 4 2)
Attributable to:
Owners of the parent		(11, 6 0 6)	(12 , 9 4 2)
Basic and diluted EPS
Loss for the period	24	(0 . 2 5)	(0 . 2 9)

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		As at	As at
		31 December	31 December
€’000	Note	2025	2024
Intangible assets	13	43, 7 6 0	4 6 , 335
Property, plant and equipment	14	2,580	3, 379
Investments in associates	15	-	3, 53 8
Non-current assets – security deposits	15	257	242
Non-current assets		4 6, 597	53,494
Trade and other receivables	16	11, 7 4 7	13 , 9 7 8
Cash on hand and cash at banks	17	3,656	3,362
Current assets		15, 4 0 3	17, 3 4 0
Total assets		6 2, 000	70, 8 34
Trade and other payables	18	1 1,53 1	11 , 2 9 2
Tax payable	18	5,056	3,79 4
Current financial liabilities	19	6 , 6 24	2 0 ,1 7 0
Current lease liabilities	19	1,005	1 ,1 4 1
Provisions	22	1 57	12 1
Current liabilities		24 , 373	3 6 , 518
Employee benefits liabilities	20	2, 100	2, 310
Deferred tax liabilities	21	1 ,265	1, 5 3 3
Non-current financial liabilities	19	9 ,029	2 57
Non-current lease liabilities	19	1 , 6 1 9	2 ,1 9 6
Non-current liabilities		14 , 0 13	6, 296
Total liabilities		38,386	4 2 , 8 14
Share capital	23	480	459
Share premium	23	8 8,730	8 2 ,95 6
Merger reserve	23	3,627	3, 627
Accumulated losses	23	(6 9 , 223)	(5 9, 0 2 2)

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		As at	As at
		31 December	31 December
€’000	Note	2025	2024
Total equity		2 3 , 61 4	28,020
Total liabilities and equity		6 2, 000	70, 8 34

The notes on pages 97-135 form part of the Consolidated Financial Statements. The Consolidated Financial Statements on pages 91-96 were signed on 29 April 2026 on its behalf by:

Amir Rosentuler

Executive Chairman and Interim Chief Executive Officer

29 April 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONTINUED

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CONSOLIDATED STATEMENT OF CASH FLOWS

	For the	For the
	year ended	year ended
	31 December	31 December
€’000	2025	2024
Loss for the period	(12 , 0 19)	(1 3,053)
Adjustments for:
Depreciation of property, plant and equipment	1 ,373	1, 4 6 5
Amortisation of intangible assets	9 ,296	8,5 25
Finance income	(6)	(222)
Finance expense	2,355	2 , 3 13
Remeasurement of the contingent consideration at FVTPL	(187)	(89 0)
Corporate income tax	160	(4)
Stock option plan cost	1, 5 24	638
Earn-out costs	-	(1, 5 5 0)
Other non-monetary movements	1 92	(103)
Cash inflow generated from/(outflow used in) operating activities
before changes in net working capital	2, 6 8 8	(2 , 8 8 1)
Decrease in trade and other receivables	2, 210	90
Increase/(Decrease) in trade and other payables	1 ,55 1	(1 ,1 61)
Increase in provisions and employee benefits	41	8
Cash outflow for payment of post-combination remuneration	(58)	(1 ,1 0 7)
Cash inflow generated from/(outflow used in) operations	6, 432	(5 , 0 5 1)
Income tax paid	(42 0)	(19 1)
Net cash inflow generated from/(outflow used in) operating activities	6 , 0 12	(5 , 2 4 2)

	For the	For the
	year ended	year ended
	31 December	31 December
€’000	2025	2024
Investing activities
Cash outflow on acquisition of subsidiaries (net of cash acquired)*	(16 3)	(5 , 0 8 3)
Proceeds from disposal of investment in associates	3,500	-
Purchase of intangible assets**	(6 , 7 2 1)	(8, 3 8 3)
Purchases of property, plant and equipment	(14)	(27)
Non-current assets – security deposits	(14)	(8)
Net cash outflow used in investing activities	(3 , 4 12)	(13 , 5 0 1)
Financing activities
Proceeds for issue of shares	5,67 8	1 4 ,1 5 6
Bank loans repaid	(4 , 5 5 0)	(1, 8 62)
New bank and loan with other financial institutions	-	9, 6 8 7
Capital element of lease liabilities repaid	(1, 2 63)	(1, 2 94)
Interest paid on bank and other loans	(2, 03 4)	(1,9 0 2)
Interest paid on lease liabilities	(13 4)	(19 2)
Net cash (outflow used in)/inflow generated from financing activities	(2 , 3 03)	18 , 59 3
Net increase/(decrease) in Cash on hand and cash at banks	297	(15 0)
Cash on hand and cash at banks at beginning of period	3,36 2	3 , 50 9
Translation exchange differences	(3)	3
Cash on hand and cash at banks at end of period	3, 656	3 ,3 62

* FY2025 cash outflow refers to €0.2 million of contingent consideration classified in Current financial liabilities under IFRS 3.

FY2024 cash outflow refers to €3.1 million of deferred consideration and to €2 million of contingent consideration classified in Current financial liabilities under IFRS 3.

** In FY2025, comprises €6.6 million of internally generated assets additions (€8.3 million in FY2024) and €0.1 million of direct purchase additions (€0.1 million in FY2024).

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

					Total attributable
	Share	Share	Merger	Accumulated	to equity holders
€’000	capital	premium	reserve	losses	of parent
1 January 2024	4 07	68,093	3, 627	(4 5 ,161)	26 ,9 6 6
Loss for the period	–	–	–	(1 3,053)	(1 3,053)
Other comprehensive income
Translation reserve	–	–	–	19	19
Defined benefit pension scheme	–	–	–	92	92
Total comprehensive loss for the year	–	–	–	(12 , 9 4 2)	(12 ,9 4 2)
Contributions by and distributions to owners
Issue of shares 1	52	14 , 8 6 3	–	–	14 ,9 15
Share-based payment	–	–	–	821	821
Share-based payment exercised	–	–	–	(6 0 0)	(6 0 0)
Reversal of share-based payments charges 1	–	–	–	(1 ,1 4 0)	(1,14 0)
Total contributions by and distributions to owners	52	14 , 8 6 3	–	(9 19)	13 ,9 9 6
31 December 2024	459	82,956	3 ,6 27	(5 9, 0 2 2)	28,020

1 Please refer to Note 23 of the Notes Forming Part of the Consolidated Financial Statements for further details.

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					Total attributable
€’000	Share	Share	Merger	Accumulated	to equity holders
	capital	premium	reserve	losses	of parent
1 January 2025	4 59	82,956	3 ,6 27	(5 9, 0 2 2)	28 ,020
Loss for the period	–	–	–	(12 , 0 19)	(12 , 0 1 9)
Other comprehensive income
Translation reserve	–	–	–	19 8	19 8
Defined benefit pension scheme	–	–	–	2 15	2 15
Total comprehensive loss for the year	–	–	–	(11 , 6 0 6)	(11, 6 0 6)
Contributions by and distributions to owners
Issue of shares 1	21	5,77 4	–	–	5 ,795
Share-based payment	–	–	–	1, 524	1, 5 24
Share-based payment exercised	–	–	–	(119)	(11 9)
Total contributions by and distributions to owners	21	5 , 7 74	–	1, 4 0 5	7, 2 0 0
31 December 2025	4 8 0	8 8 ,7 3 0	3 , 627	(6 9, 2 2 3)	2 3 , 61 4

1 Please refer to Note 23 of the Notes Forming Part of the Consolidated Financial Statements for further details.

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

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED

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

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

2. BASIS OF PREPARATION

The financial statements have been prepared in accordance with UK-adopted international accounting

standards 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 – Presentation of Financial Statements) are as follows:

■ the Consolidated Statement of Financial Position shows current and non-current assets separately, and

current and non-current liabilities in the same way;

■ the Consolidated Statement of Profit and Loss and Other Comprehensive Income shows a classification of

costs by nature;

■ the Consolidated Statement of Cash Flow was prepared using the indirect method; and

■ 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’s 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.

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2. BASIS OF PREPARATION CONTINUED

2.1 Form and content of the Consolidated Financial Statements continued

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that period,

or in the period of the revision and future periods if the revision affects current and future periods.

2.2 Subsidiaries of MotorK Plc included in the Consolidated Financial Statements

The Consolidated Financial Statements include the financial statements of the Parent Company, MotorK Plc,

and its subsidiaries. Where necessary, specific adjustments were made at the consolidated level to standardise

the Group’s financial statements to the UK-adopted International Accounting Standards.

Below, we report the list of companies included in Consolidated Financial Statements prepared by the Parent

Company, MotorK Plc, as at 31 December 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	–	–	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’Aragona, 9 – 20132 Milan, Italy
MotorK Spain Gestiones	Calle Muntaner 305 Planta PR Puerta 2 – 08021 – Barcelona, Spain
Comerciales SL
MotorK Deutschland GmbH	Destouchesstr. 68 – 80796 – München, Germany
MotorK France Sarl	168, Avenue Charles De Gaulle 92200 Neuilly-sur-Seine – Paris,
	France
For Business S.r.l.	Via Ludovico D’Aragona, 9 – 20132 Milan, Italy
MotorK Israel Ltd	3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions, Unipessoal Lda	Rua Mouzinho da Silveira, Nº 27, 5º C 1250-166 Lisboa
FusionIT NV	Emiel Banningstraat 41-47, 2000 Antwerpen
ICO International GmbH	Berner Straße 107 – 60437 Frankfurt am Main, Germany
GestionaleAuto.com S.r.l.	Viale Asiago n. 113 – Bassano del Grappa, Italy

2.3 Basis for consolidation

The criteria used by the Group to define the consolidation area and the relative consolidation principles are

shown below. The financial statements of foreign companies are translated into Euro, 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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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2. BASIS OF PREPARATION CONTINUED

2.3 Basis for consolidation continued

Subsidiaries

The subsidiary companies are those companies that the Group controls. The Group controls a Company

when it is exposed to the variability of the Company’s results and has the power to influence these results

through its power over the Company. Generally, it is assumed that control exists when the Company directly

or indirectly holds more than half of the voting rights, taking into account the potential exercised or

converted voting rights.

Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on

which control is transferred to the Group. On the other hand, they are excluded from consolidation starting

from the date on which this control is terminated.

Investment in associates

Associates are companies over which the Group has significant influence, which is presumed to exist when

the investment represents 20% to 50% of the voting rights.

Under the equity method, the investments are initially recognised at cost and adjusted thereafter to

recognise the Group’s share of the profit/(loss) and other comprehensive income/(loss) of the investee.

The Group’s share of the investee’s profit/(loss) is recognised in the consolidated income statement.

Distributions received from an investee reduce the carrying amount of the investment. Post-acquisition

movements in other comprehensive income/(loss) are recognised in other comprehensive income/(loss)

with a corresponding adjustment to the carrying amount of the investment.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of

the Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides

evidence of an impairment of the asset transferred.

When the Group’s share of the losses of an associate exceeds the Group’s interest in that associate, the

Group discontinues recognising its share of further losses. Additional losses are provided for, and a liability

is recognised, only to the extent that the Group has incurred legal or constructive obligations or made

payments on behalf of the associate. The Group discontinues the use of the equity method from the

date the investment ceases to be an associate or when it is classified as available-for-sale.

Business combinations

Business combinations are recorded according to the acquisition method.

According to this method:

■ the amount transferred in a business combination is measured at fair value, calculated as the sum of the

fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and

of the equity instruments issued in exchange for control of the acquired Company. The charges ancillary

to the transaction are recorded on the income statement at the time in which they are incurred;

■ the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an

exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or

equity instruments relating to share-based payments of the acquired Company or payments based on

shares relating to the Group issued to replace contracts for the Company acquired, and assets (or groups

of assets and liabilities) held for sale, which are instead valued according to their relevant principle;

■ goodwill is calculated as the excess between the sum of the considerations transferred in the business

combination, the value of the net equity pertaining to non-controlling interests and the fair value

of any equity investment previously held in the Company acquired compared to the fair value of the

net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets and

liabilities acquired at the acquisition date exceeds the sum determined above, the excess is immediately

recognised in the income statement as income deriving from the transaction; and

■ any considerations subject to conditions provided for by the business combination contract are valued

at fair value on the acquisition date and included in the value of the amounts transferred in the business

combination for the purpose of calculating the goodwill.

3. GOING CONCERN

The parent company going concern assessment has been performed together with the group’s going concern

assessment. The Group and the parent company (“Group”) 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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

100

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3. GOING CONCERN CONTINUED

As at 31 December 2025, the Group incurred a net loss of €12 million (2024: €13 million) and reported current

liabilities of €24.4 million.

The Board of Directors has performed a detailed assessment of the Group’s 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’s 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’s 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:

■ 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.

■ 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.

■ 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.

■ Cost reduction mitigations: The Group moderate discretionary capital expenditure and R&D roadmap to

preserve liquidity if required.

■ 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.

4. ACCOUNTING 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:

■ In August 2023, the IASB issued amendments to IAS 21 – 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’s 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:

■ the euro and the Israeli shekel are freely exchangeable;

■ 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;

■ no exchange restrictions or capital controls apply; and

■ 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).

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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APPLICABLE AT A FUTURE DATE CONTINUED

4.2 New standards, amendments and interpretations not yet effective

The standards, amendments and interpretations issued by the IASB that will have mandatory application in

2026 or subsequent years are listed below:

■ 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.

■ 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.

■ In May 2024, IASB published the new standard IFRS 19 – 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.

■ 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.

■ 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.

5. MATERIAL 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:

■ it is technically feasible to develop the product for it to be sold;

■ adequate resources are available to complete the development;

■ there is an intention to complete and sell the product;

■ the Group is able to sell the product;

■ sale of the product will generate future economic benefits; and

■ 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.

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

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Goodwill continued

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’s incremental borrowing rate on

commencement of the lease is used. Variable lease payments are only included in the measurement of the

lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability

assumes the variable element will remain unchanged throughout the lease term. Other variable lease

payments are expensed in the period to which they relate.

Impairment of non-financial assets with indefinite useful economic lives

Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken

annually at the financial year end. Other non-financial assets are subject to impairment tests whenever

events or changes in circumstances indicate that their carrying amount may not be recoverable. Where

the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value

less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable

amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it

belongs for which there are separately identifiable cash flows; its CGUs (cash-generating units). Goodwill

is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business

combination that gives rise to the goodwill. Impairment charges are included in profit or loss, except to the

extent they reverse gains previously recognised in Other comprehensive income (OCI). An impairment loss

recognised for goodwill is not reversed.

Foreign currency

The Group’s Consolidated Financial Statements are presented in Euros, which is also the Parent Company’s

functional currency. For each entity, the Group determines the functional currency and items included in the

financial statements of each entity are measured using that functional currency. The Group uses the direct

method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or

loss reflects the amount that arises from using this method.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency

spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in

foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss with

the exception of monetary items that are designated as part of the hedge of the Group’s net investment

in a foreign operation. These are recognised in 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

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rates prevailing at the dates of the transactions. The exchange differences arising on translation for

consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to

that particular foreign operation is reclassified to profit or loss. Any goodwill arising on the acquisition of a

foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on

the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of

exchange at the reporting date.

Financial assets

The Group’s financial assets are classified on the basis of the business model adopted to manage them and

the characteristics of the related cash flows.

a) Financial assets valued at amortised cost

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 – 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’s incremental borrowing rate on

commencement of the lease is used. Variable lease payments are only included in the measurement of the

lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability

assumes the variable element will remain unchanged throughout the lease term. Other variable lease

payments are expensed in the period to which they relate. Trade payables are obligations to pay for goods

or services acquired from suppliers in the ordinary course of business. Trade payables are classified as current

liabilities if they are paid within one year of the balance sheet date. Otherwise, these payables are classified

as non-current liabilities. Trade and other payables are initially recognised at fair value and subsequently

measured using the amortised cost method. In the context of a business combination under IFRS 3 – 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

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remuneration costs linked to continued employment and post-combination performance targets. This

consideration is classified as a liability under IAS 19 – 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’s 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’s

intellectual property over the contract term.

The Group’s 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’s 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’s 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

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Revenues from cloud-based SaaS platforms continued

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’s 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’s 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’s 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’s or the parent company’s 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’s consolidated financial statements. Specifically, the parent company had claimed

tax deductions totalling €6.2 million in respect of equity-settled share-based payment charges recharged

through intercompany arrangements over the vesting period, as described in Note 2 – 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, €1.8 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

€0.2 million relates to adjustments at the parent company level.

As a result of the above, tax losses of €4.4 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:

■ At the Group level, unrecognised assessed losses were reduced from €75.5 million (with associated

unrecognised deferred tax assets of €20.6 million) to €71.1 million (with associated unrecognised deferred

tax assets of €19.5 million), as disclosed in Note 21.

■ At the parent company level, unrecognised assessed losses were reduced from €16.9 million (with

associated unrecognised deferred tax assets of €4.2 million) to €10.9 million (with associated

unrecognised deferred tax assets of €2.7 million), as disclosed in Note 11.

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Prior period restatement - Income and deferred taxation disclosures continued

In addition, following a detailed review of the Group’s 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 €3.2 million

(with associated unrecognised deferred tax assets of €0.8 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.

6. OPERATING SEGMENTS

Following the selling of the DriveK business completed in December 2022 (and classified as a discontinued

operation in the previous years), the Group has determined that it has one operating and reportable segment

based on the information reviewed by its Board of Directors in making decisions regarding allocation of

resources and to assess performance. Non-current assets, which consist of property, plant and equipment

and intangible assets, excluding goodwill, are substantially located in Italy.

7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the Group’s Consolidated Financial Statements requires management to make judgements,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the

accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and

estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities

affected in future periods. Estimates and judgements are continually evaluated based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements,

which have the most significant effect on the amounts recognised in the Consolidated Financial Statements.

Calculation of Adjusted EBITDA

Due to its nature not strictly inherent to the business performance of the Group, management has identified

as exceptional costs for the definition of Adjusted EBITDA the following elements:

■ external costs related to M&A as one-off transactions and, as a consequence, costs not strictly inherent to

the performance of the business;

■ external costs incurred for one-off projects that will not be repeated in the future;

■ remeasurement of contingent consideration at FVTPL;

■ severance indemnity costs paid to employees who left the Company and that the Group will not incur in

the future (non-recurring costs); and

■ 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’s judgement that technological and economic feasibility is confirmed, usually when a product

development project has reached a defined milestone according to an established project management

model. In determining the amounts to be capitalised, management makes assumptions regarding the

expected future cash generation of the project, discount rates to be applied and the expected period of

benefits. Further disclosure is provided in Note 13.

In making judgement and assumptions, we have considered climate-related matters and concluded that such

matters have no material impact on our business and the assumptions impact on the financial statements.

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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further

quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and

processes for managing those risks or the methods used to measure them from previous periods.

Capital risk management

The Group defines capital as the total equity of the Group. The Group’s capital is made up of share capital, share premium and Retained Earnings totalling €23.6 million (€28 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’ 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’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal

capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell

assets to reduce debt. The Group ensures that the distributions to shareholders do not exceed working capital requirements.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily

trade receivables), including foreign exchange transactions and other financial instruments. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of

new customers before entering contracts. Such credit ratings are taken into account by local business practices. With regard to trade receivables, cash on hand and cash at banks and other receivables the insolvency risk

is monitored centrally by the Group’s finance department, which constantly monitors the Group’s credit exposure, the collections of trade receivables and the adequacy of bad debt provisions on a monthly basis. Bad debt

provision is calculated in accordance with IFRS 9 on the basis of the ECL that moves from the historical credit loss for each cluster of customers. The historical credit loss calculated by management is then applied to each

cluster to define the bad debt provision accrual.

An impairment analysis is performed at each reporting date using a provision matrix to measure 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’s treasury department. Counterparty banks are assessed prior to opening bank accounts and on an ongoing basis to ensure exposure

to credit risk is at an acceptable level. The Group considers its credit risk with respect to its cash on hand and cash at banks to be low considering that they are held with primary financial institutions and the maximum

exposure with any one counterparty is limited. Cash flow forecasting is performed by the Group on a recurring basis.

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Credit risk continued

Investments of surplus funds are made only with counterparties with a high level of standing with the aim of minimising the concentration of risks and therefore mitigate potential financial loss. Cash on hand and cash at

banks are deposited into ordinary banks accounts with top-rated banks. The carrying amount of financial assets recorded in the financial statements, net of bad debt provision, represents the Group’s maximum exposure to

credit risk and is similar to the carrying value.

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

	Not	Overdue by less	Overdue by	Overdue by more
€’000	overdue	than 1 month	1–2 months	than 2 months	Total
Gross trade receivables as at 31 December 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 €0.3 million is mainly related to the increase of the business with OEM customers with higher Days Sales Outstanding

(DSO) compared to the retail market. The above trend had an impact on the assessment of ECL, that resulted in an increase of bad debt provision of €0.7 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’s financial performance or cash flows. Although

the Parent Company is based in UK, the most significant transactions of the Group are made in Euro, the currency used for the preparation of the Consolidated Financial Statements. The only subsidiary based outside

Europe is MotorK Israel Ltd, whose transactions are not material for Group purposes (mainly intercompany recharges).

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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– 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 €4.6 million of fresh liquidity to fuel the growth of the last quarter of the year and for FY2024.

In FY2024, the above-mentioned financing injection was strengthened with two new loans for a total amount of €10 million from Atempo Growth, building on the initial €5 million loan facility agreement secured in October 2023. Terms of

such loans are disclosed in Note 19 – Current and Non-Current Financial Liabilities. In December 2025, the Group secured a new €3 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’s 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’s 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 €15.5 million compared to €19.9 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	2–5			Carrying
€’000	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	2–5			Carrying
€’000	within 1 year	years	Over 5 years	Contract value	amount
Financial liabilities	24,230	257	–	24,487	20,427
Lease liabilities	1,277	2,236	191	3,704	3,337
Trade and other payables	8,803	–	–	8,803	8,803
Total	34,310	2,493	191	36,994	32,567

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8. FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED

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 €3.6 million and with Atempo Growth for €11.6 million.

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

not significant for Group purposes. As at 31 December 2024, an increase of Euribor of 1% has an impact on the

profit and loss of the Group of roughly €0.2 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:

€’000	2025	2024
Financial assets at amortised cost
Non-current assets – 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 –

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:

€’000	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 €0.4 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 – quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can

access at the measurement date.

Level 2 – inputs other than quoted market prices included within Level 1 that are observable for the asset or

liability, either directly or indirectly.

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Fair value measurement hierarchy continued

Level 3 – valuation techniques for which the inputs are unobservable for the asset or liability.

Contingent considerations, classified within current financial liabilities, is nil in FY2025 (€0.4 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 €0.2 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 (€0.9 million in FY2024).

9. REVENUE

Group revenue for the year ended 31 December 2025 amounted to €40.9 million, up 2% year-on-year (€40.3

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

Revenues related to SaaS platform contracts amounts to €31 million as at 31 December 2025, compared

with €30.1 million as at 31 December 2024. Such revenues are mainly related of the following three products:

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

specifically developed for the automotive sector.

■ StockSparK, a stock management module created to manage and import stock (i.e. a set of information

data, images) from multiple sources and export it online to maximise visibility for prospective purchasers

through the integration of external channels and the CRM module.

■ LeadSparK, a customisable lead management, CRM and marketing automation system module,

specifically developed to help dealerships and car manufacturers.

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Disaggregation of revenue continued

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

Digital marketing revenues amounting to €8.1 million as at 31 December 2025, compared with €8.7 million as

at 31 December 2024, are related to services for the dealer in order to acquire enhanced online traffic.

Other revenues amounting to €1.8 million as at 31 December 2025, compared with €1.5 million as at

31 December 2024, mainly include €0.6 million (€0.6 million in FY2024) related to some services provided to

OEM customers not identifiable with the previous categories.

10. GROUP OPERATING LOSS

Group operating loss is stated after charging/(crediting) the following:

€’000	2025	2024
Cost for customers’ 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’ remuneration, are shown in the following table:

€’000	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’s 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’ emoluments paid in 2025 (full details are given in the Directors’

Remuneration Report on pages 61-74). The emolument of the highest paid Director was €0.8 million (€0.3

million in FY2024), split by €0.3 million (€0.2 million in FY2024) of salary and fees, €0.1 million (€0.1 million

in FY2024) of pension-related benefits, and €0.4 million of stock options granted (null in FY2024). Directors’

compensations are shown in the following table:

€’000	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

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10. GROUP OPERATING LOSS CONTINUED

Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2 – 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:

■ consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately

€2.7 million (€3.7 million for the year ended 31 December 2024);

■ software costs of €1.5 million (€3.3 million for the year ended 31 December 2024);

■ server costs of€1.9 million (€2 million for the year ended 31 December 2024);

■ travel costs of €0.5 million (€0.8 million for the year ended 31 December 2024);

■ event costs of €0.2 million (€0.3 million for the year ended 31 December 2024);

■ insurance costs of €0.2 million (€0.3 million for the year ended 31 December 2024);

■ 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 €0.8 million (€0.9 million for the year ended

31 December 2024); and

■ other costs not included in the above categories of €4.1 million (€4.3 million for the year ended

31 December 2024).

Remeasurement of the contingent consideration at FVTPL of €0.2 million (€0.9 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’s auditor for services provided are analysed below:

€’000	2025	2024
Audit of the Group’s financial statements¹	247	241

1 The audit fee includes permissible non-audit service of XHTML and RTS on ESEF – €4 thousand (2024 : €4 thousand).

Amortisation and depreciation expenses includes:

■ amortisation of intangible assets of approximately €9.3 million for the year ended 31 December 2025

(€8.5 million for the year ended 31 December 2024) mainly related to development costs capitalised; and

■ depreciation of tangible assets for approximately €1.4 million for the year ended 31 December 2025 (€1.5

million for the year ended 31 December 2024)

11. FINANCE INCOME AND EXPENSE

Finance income and expense are shown in the following tables:

€’000	2025	2024
Other financial income	6	110
Interest received on bank deposits	-	85
Gain on foreign exchange	-	27
Total finance income	6	222

€’000	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

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11. FINANCE INCOME AND EXPENSE CONTINUED

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

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

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

Bank.

Other loans mainly include the interest paid on the loan with Atempo Growth for €1.5 million (€1.2 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 – Leases.

12. CORPORATE INCOME TAX

Corporate income taxes are shown in the following table:

€’000	2025	2024
Current tax for the year¹	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, ‘Foreign subsidiaries’ income taxes’ was reported as a separate line item. For the current year, this line has been combined with ‘Current

tax for the year’ 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 €12

million (€10.9 million in FY2024), in Italy for an amount of approximately €70.5 million (€59.4 million in

FY2024), in Belgium for an amount of approximately €3 million (€3.3 million in FY2024), and in Israel for an

amount of approximately €0.5 million (€0.6 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 €25.6 million, €23.6 million of which arising from unrecognised trading losses (€21.9 million

in FY2024, €20.3 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
€’000	2025	2024*
Loss before tax	(11,859)	(13,057)
Tax using the Company’s 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.

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13. INTANGIBLE 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
€’000	relationships	Trademark	software	Goodwill	Total
Cost
As at 1 January 2024	7,057	1,462	37,490	23,772	69,781
Additions – internally generated	–	–	8,278	–	8,278
Additions	–	–	105	–	105
As at 31 December 2024	7,057	1,462	45,873	23,772	78,164
Additions – internally generated	–	–	6,563	–	6,563
Additions	–	–	158	–	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	–	23,304
Charge for the year	702	237	7, 586	–	8,525
As at 31 December 2024	2,275	561	28,993	–	31,829
Charge for the year	702	236	8,358	–	9,296
As at 31 December 2025	2,977	797	37,351	–	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

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Customer relationships

Customer relationships amounted to €4.1 million as at 31 December 2025 (€4.8 million as at 31 December

2024). The decrease is related to amortisation in the year of €0.7 million. Management has assessed that

there are no impairment indicators and therefore it is not necessary to prepare an impairment test, the

reasons being the good performance in terms of revenues and EBITDA of the Group.

Trademark

Trademark costs amounted to €0.7 million as at 31 December 2025 (€0.9 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 €0.2 million.

Atempo financial loan has been secured against MotorK Italia S.r.l.’s trademarks.

Development costs

Development costs amounting to €15.2 million as at 31 December 2025 (€16.9 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:

■ 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

■ 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–

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 €23.8 million (€23.8 million as at 31 December 2024).

In accordance with IAS 36 – 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 (“CGU”) encompassing all of the Group’s operating

activities. This approach is consistent with the Group’s 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’s market capitalisation. Inputs used in valuation is level 2 – observable inputs

- revenue multiple of similar listed business. Key assumption considered in the FVLCD are:

■ 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:

■ SaaS-Specific Focus: As a SaaS provider, MotorK’s 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.

■ 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%).

■ Applying a market-derived revenue multiple of 2.9x to FY25 reported revenue of €40.9 million results in an

implied fair value of €119 million. This is compared to the CGU carrying value of €43 million, resulting in

headroom of €73 million once estimated costs of disposal are allowed for.

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Goodwill continued

Based on the results of the Group’s 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 ±0.5x change in the revenue multiple would not result in a material change in the recoverable

amount of the Group’s 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.

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14. PROPERTY, PLANT AND EQUIPMENT

	Leasehold land	Fixtures	Motor	Computer	Right-of-use
€’000	and buildings	and fittings	vehicles	equipment	assets	Total
Cost
As at 1 January 2024	409	209	34	715	8,555	9,922
Additions	–	15	–	12	278	305
Disposals	–	–	–	–	(96)	(96)
As at 31 December 2024	409	224	34	727	8,737	10,131
Additions	–	–	–	14	673	687
Disposals	–	–	–	–	(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	–	–	–	–	(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	–	–	–	–	(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

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Right-of-use assets amounting to €2.3 million as at 31 December 2025 (€3 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 €0.7 million is due to the following offsetting reasons:

€0.5 million is mainly related to new car leases net of €1.2 million of depreciation booked during the year.

Right-of-use by underlying asset mainly refers to (i) automobiles for €0.6 million as of 31 December 2025

(€0.6 million as of 31 December 2024) and to (ii) office rental for €1.7 million as of 31 December 2025

(€2.4 million as of 31 December 2024). Total depreciation of the year amount to €1.2 million (€1.3 million in

FY2024) of which €0.7 million (€0.8 million in FY2024) related to office rental and €0.5 million (€0.5 million

in FY2024) related to automobiles. In 2025, the expense relating to low-value assets leases (mainly laptops)

and short-term lease amounted to €0.2 million (€0.2 million in FY2024).

15. INVESTMENTS IN ASSOCIATES AND NON-CURRENT ASSETS – 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 €3.5 million. This transaction marks the final step in the divestment of the

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

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

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

SaaS solutions for the automotive retail industry. This strategic step underscores the collective confidence

of both existing and new investors in MotorK’s potential, solidifying their collaborative commitment

to the Group’s sustained growth and ongoing success.

Non-current assets – security deposit amounts to €0.2 million as at 31 December 2025 (€0.2 million as at

31 December 2024) and includes deposits made by the Group mainly for the rental of the offices of the

subsidiaries.

16. TRADE AND OTHER RECEIVABLES

Trade and other receivables are shown in the following table:

€’000	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 €9.1 million compared to €11.2 million as at

31 December 2024.

As at 31 December 2025, trade receivables of €6 million (€6.1 million as at 31 December 2024) were overdue

but not impaired (of which €2.7 million by less than two months and €3.2 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 €0.2 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.

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16. TRADE AND OTHER RECEIVABLES CONTINUED

Trade and other receivables continued

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

€’000	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 €0.5 million (€0.7 million as at 31 December 2024).

17. CASH ON HAND AND CASH AT BANKS

The caption Cash on hand and cash at banks amounting to €3.7 million (€3.4 million as at 31 December

2024) is related to cash available in bank accounts of the Group subsidiaries. The amount includes €0.2

million of cash deposited onto prepaid cards used by employees as petty cash as at 31 December 2025 (€0.2

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.’s main bank accounts.

18. TRADE AND OTHER PAYABLES AND TAX PAYABLE

Trade and other payables include:

€’000	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 €1.8 million as at 31 December 2025, compared with €1.7 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 €7.8 million as at 31 December 2025 (€7.9 million as at 31 December 2024) includes:

■ contract liabilities of €2.7 million (€2.5 million as at 31 December 2024). During FY2025, contract

liabilities increased by €2.7 million, while €2.5 million included in the opening balance was recognised as

revenue during the year. During FY2024, contract liabilities increased by €2.5 million, while €2.8 million

included in the opening balance was recognised as revenue during the year;

■ emoluments to be paid to the Directors of €0.2 million (€0.1 million as at 31 December 2024);

■ other liabilities towards employees and related social security charges of approximately €4.5 million (€4.7

million as at 31 December 2024). Decrease of the year is mainly related to the reduction of average of FTE

within the Group; and

■ other minor liabilities of €0.4 million (€0.4 million as at 31 December 2024).

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18. TRADE AND OTHER PAYABLES AND TAX PAYABLE CONTINUED

€’000	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. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Current and non-current financial liabilities include:

€’000	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
€’000	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 €3.6 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:

■ leverage ratio (net financial position/EBITDA); and

■ 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’s working capital requirements,

amounted to €0.4 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 €0.3 million was entered into in September 2022 to sustain the

digitalisation process of the Group with a six-year duration and a 0.081% interest rate. No financial

covenants in place.

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Bank loan and Loan with other financial institutions continued

In October 2023, MotorK Plc entered into a financial loan with Atempo Growth for €4.6 million (net of costs

incurred) in October 2023 to fuel the growth of the business 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’s 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.’s shares. During 2024, in March and November, MotorK Plc obtained new loans with

Atempo Growth for a total amount of €9.3 million (net of costs incurred) in March 2024 and in November

2024 with a four-year duration and a variable interest rate equal to Euribor 3m plus the spread. A cross-

default clause (non-financial covenant) is in place, linked to the Group’s 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

€0.1 million (€0.2 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 €0.4 million.

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

€’000	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 €0.9 million due to targets not achieved and €0.3 million of

other non-material non-cash movements.

*** Comprises the payment of the considerations related to the acquisition of FusionIT NV .

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Other financial liabilities continued

Changes compared with last year are already discussed above.

Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16

application 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 €0.2 million (€0.2 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’s incremental external borrowing

rate for the particular asset and level of security. After the initial measurement lease liabilities are increased

as a result of interest charged and reduced for lease payments made.

The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases

motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There

is no other variability in respect of payments and there is not considered to be any significant judgement in

relation to the lease terms.

The following table provides details of lease liabilities:

	Land and	Motor
€’000	buildings	vehicles	Total
Lease liabilities
As at 1 January 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)	–	(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

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Other financial liabilities continued

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

	As at 31 December
€’000	2025	2024
Repayables as follows:
Under or equal to 1 year	1,005	1,141
> 1–5 years	1,619	2,009
Greater than 5 years	-	187
Total	2,624	3,337

20. EMPLOYEE BENEFITS LIABILITIES

Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code, is a deferred

compensation and is based on the years of service of the employee and on the compensation received

during the period of service. No other significant pension provisions other than staff severance indemnity

booked in the Italian subsidiaries of the Group are included within such caption. According to the national

law, the deferred compensation to be paid when an employee leaves the entity is based on the number

of years of service of the employee and on the taxable remuneration earned by the employee during the

service period, i.e. the capital accumulated when the employment ends. The provisions are due in the event of

retirement, death, invalidity or resignation. During the periods analysed there were no special events, such as

restructuring plans, reductions or regulations.

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

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

least 50 employees are obliged to transfer the employee benefit liabilities to the ‘Treasury fund’ managed

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

amendments, accruing employee benefits liabilities for employees of all Italian companies could be managed

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

supplementary pension funds take the form, under IAS 19, of ‘Defined contribution plans’ whereas the

amounts recorded in the provision for employee severance pay retain the nature of ‘Defined benefit plans’.

Accordingly, the provision for employee severance indemnity in Italy consists of the residual obligation for

employee benefits liabilities until 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 €0.2 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 €0.2 million for the year ended 31 December 2025 (profit of €0.1 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	€’000
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:

€’000	2025	2024
Present value of obligation	(2,10 0)	(2,310)
Fair value of scheme assets	–	–
Employee benefit liability	(2,100)	(2,310)

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Maturity profile of defined benefit obligation continued

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

€’000	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:

€’000	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:

€’000	2025	2024
Opening employee benefit obligation	2,310	2,309
Service cost – 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 €0.1 million.

One of the main assumptions is the discount rate, which should be based on the returns available on high-

quality corporate bonds at the accounting date with a term corresponding to that of liabilities. The other

assumptions should be chosen to reflect a better estimate of future long-term experience. IAS 19 does not

define ‘high quality’, but generally means a security rating of AA.

The defined benefit plan isexposed to a numerous risks, including:

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

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

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

decrease/increase the defined benefit obligation;

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

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

The financial assumptions used for this report at the end of the fiscal year are:

■ Discount rate: corporate bonds of appropriate duration and quality should be considered in order to

determine a discount rate appropriate for IAS purposes. The discount rates used for assessing current and

previous assessments were chosen based on the Willis Towers Watson (scheme actuaries) rate;

■ Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price

set by the ECB over the medium term with a country-specific adjustment; and

■ Increase in remuneration: the hypothesis was selected in agreement with the Company.

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

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Maturity profile of defined benefit obligation continued

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

€’000	2025	2024
Employee benefits obligation	(2,100)	(2,310)
Scheme assets	–	–
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:

€’000	2025	2024
Base case	2,100	2,310
Discount rate +0.5%	(110)	(137)
Discount rate -0.5%	121	153

€’000	2025	2024
Base case	2,100	2,310
Salary rate +0.5%	29	49
Salary rate -0.5%	(22)	(37)

€’000	2025	2024
Base case	2,100	2,310
Price inflation +0.5%	57	65
Price inflation -0.5%	(53)	(57)

21. DEFERRED 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
€’000	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
€’000	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

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21. DEFERRED TAX LIABILITIES CONTINUED

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
€’000	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.
22. PROVISIONS

Provisions classified within liabilities amounts to €0.2 million (€0.1 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.

€’000	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

23. SHAREHOLDERS’ EQUITY

Share capital

The share capital is composed as follows:

		2025			2024
			Value per			Value per
	Value		share	Value		share
	(€’000)	Number	(€)	(€’000)	Number	(€)
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:

■ issue of 1,803,611 shares related to the reserved capital increase of €5.3 million in March 2025 (of which

€18 thousand as share capital and €5.3 million as share premium) to further bolster the Group’s external

growth strategy. The main participants in this strategic round included 83 North, Lucerne, and Zobito;

■ issue of 287,633 shares related to the exercise of stock-option assigned to the employees resulting in an

increase of €1 million, of which €4 thousand as share capital and €1 million as share premium; and

■ issue of 18,260 shares related to the earn-out assigned to the former shareholders of Dapda resulting in

an increase of €0.1 million, of which €1 thousand as share capital and €0.1 million as share premium.

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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’s

shares. The exercise price was set at the share market value at grant, amounting to €0.337 per share. The

initial option awards have no performance conditions and vest over a four-year period starting from the day

of listing.

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