Providing
smarter
solutions
to go far.
Annual Report and Accounts 2024
Annual Report and Accounts 2024
Creating the industry’s
first digital platform
Eurowag is a leading pan-European integrated payment and
mobility platform, focused on the commercial road transport
(“CRT”) industry.
Our purpose is to help the CRT industry to become clean,
fair and efficient.
Y
Visit: www.investors.eurowag.com
Y
Scan the QR code to download
the Eurowag Office app
1
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Financial highlights
Strategic report
1 Contents and KPI highlights
2 Chairman’s statement
4 At a glance
6 Market challenges and trends
8 Eurowag Office platform
12 Business model
14 Chief Executive Officer's review
16 Our strategy
17 Key performance indicators
20 Section 172
24 Our people
28 Financial review
33 Risk management
41 Viability statement and Going concern
44 Sustainability
58 TCFD
70 Non-financial and sustainability information statement
Corporate governance
72 Chairman’s introduction to governance
74 Board of Directors
77 Corporate governance report
85 Nomination and Governance Committee report
88 Audit and Risk Committee report
96 Remuneration report
111 Directors’ report
Financial statements
116 Independent Auditors’ report
122 Group primary statements
143 Financial performance
153 Capital base
163 Working capital
170 Net debt
172 Equity
174 Financial risk management
176 Other
184 Company financial statements
186 Notes to the Company financial statements
Other information
191 Glossary
192 Company information
Operational highlights Sustainability targets
302,076
+10.0%
Number of active trucks
3,632 tCO
2
e
-16.6%
50% reduction of carbon emissions
from own operations by 2030
37%
+2pp
40% female representation in “all
people leaders” group by 2025
3
80gCO
2
e/tkm no change
20% reduction of customers’ carbon
emissions intensity by 2035
2023 274,715 2023 4,353 tCO
2
e 2023 35%
July 2023–June 2024 80 gCO
2
e/tkm
2022 31%
2021 28%
Notes:
1. Please refer to Note 2 of the financial
statements for a definition of the alternative
performance measures.
2. Baseline years have been updated for these
KPIs. Please refer to the Sustainability section
for a full explanation.
3. Female people leaders with at least one
subordinate in the last month of the
calendar year.
Highlights
Contents
Net revenue
1
€292.5m
+14.0%
2022 €190.9m
2021 €153.1m
2024 €292.5m
2023 €256.5m
Adjusted EBITDA margin
1
41.6%
-0.8pp
0.39
+105.9%
Basic earnings per share
(cents/share)
2023 42.4%
2022 42.8%
2021 45.5%
2024 41.6%
Profit/loss before tax
€11.7m
+129.8%
2022 €28.0m
2021 €17.7m
2024 €11.7m
€(39.3)m 2023
2022 2.41
2021 1.54
0.392024
(6.62) 2023
2024 302,076 2024 3,632 tCO
2
e 2024 37%
2.7
+0.2
Average products per truck
2023 2.5
2024 2.7
4.65 -28.4%
Adjusted basic earnings
per share (cents/share)
1
2023 6.49
2022 5.75
2021 5.77
2024 4.65
€88.7m
+23.2%
Adjusted cash EBITDA
1
2023 72.0
2024 88.7
2024 80 gCO
2
e/tkm
2
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Continued delivery for our stakeholders
Paul Manduca
Chairman
Chairman’s statement
Dear fellow
shareholders,
During 2024, the Group continued to deliver
strong double-digit net revenue growth
against a challenging macroeconomic
backdrop. The continued war in Ukraine,
conflict in the Middle East, high interest and
inflation rates and flat gross domestic product
("GDP") growth impacted the CRT industry
across Europe. This can be felt through the
slowdown in freight demand with lower
production rates and therefore less kilometres
driven, which is further impacted by rising
costs, which as a result has led to a peak of
insolvencies this year. The industry is
fragmented with around 90% of businesses
being small to medium in size, and therefore
the ripple effect of these economic challenges
can be felt more by our customers.
As a result of some of these challenges,
Eurowag took a decision back in 2016 to lead
the way in digitising the industry, bringing all
mission-critical data into one seamless
application which will allow our customers to
navigate through these cycles by improving
their operational efficiencies, reduce carbon
emissions and make the industry attractive
again. All of this is supported by Eurowag’s
purpose to make the CRT industry clean, fair
and efficient.
Continued double-digit
growth and strong cash
generation
Eurowag has consistently delivered double-
digit net revenue growth, and whilst FY 2024
remained challenging, we delivered 14.0% net
revenue growth. Adjusted EBITDA margins
remained strong at 41.6%, and as promised the
Company’s strong cash flow enabled us to
deleverage to 2.3x net debt to EBITDA, back
within the target range. After a few years of
heavy investment in both M&A and capital
expenditure, the business continues to
generate strong cash flow, which should give
shareholders confidence in their return on
investment.
Integration and transformation
With every new acquisition, Eurowag has
gained an additional mission-critical product
which our customers rely on on a daily basis to
manage their business operations and comes
in the form of data collected from their fleets.
Before we can integrate all these products
onto one platform, we have had to prepare the
foundations, in the form of one front-end user
interface and integrated back-office. This year
has been pivotal for these developments, and
we’ve seen good progress made on the
modern technology build through the SAP
project and continued investment in the data
lake, where over time all Company and product
data will be collected. The Company launched
its phased rollout of the platform in September
2024; in parallel we started migrating current
fleet management solutions ("FMS") and
navigation customers onto the platform. As
Eurowag has evolved to being more tech led in
its offerings, a Technology and Product
Advisory Committee was formed by the Chief
Executive Officer, Martin Vohánka, which
includes a few external advisors and is
co-chaired by Sophie Krishnan and Kevin Li
Ying, two new Board members appointed in
March 2024.
Environmental, social and
governance (“ESG”)
commitments
Our Board remains committed to Eurowag’s
vision to help the CRT become clean, fair and
efficient. That ambition is supported by our
climate and sustainability targets which were
set during 2021 and 2022 and complemented by
robust governance and a strong belief in our
goal from our employees.
I encourage shareholders to read more in our
Engaging with stakeholders section on page
20 and the Sustainability section which
includes our reporting against the Task Force
on Climate-related Financial Disclosures
(“TCFD”) targets, on page 44 of this Annual
Report and Accounts. You can also find more
information in our Sustainability report,
available on our website.
Eurowag delivered strong
revenue and earnings
growth, with significant cash
generation.
3
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Board changes
In May 2024 we said goodbye to Susan
Hooper who had served on the Board since
the IPO in 2021.
In March 2024 we welcomed Sophie Krishnan
and Kevin Li Ying to the Board, who were
appointed as Independent Non-Executive
Directors and sit on the Audit and Risk Committee
and Remuneration Committee. Subsequent to
the year end, Sophie was appointed as
Remuneration Committee Chair, taking over
from Sharon Baylay-Bell, who stood down from
the Board on 21 February 2025. We thank both
Sharon and Susan for their commitment and
contribution to the Company.
Having served as Chairman since the IPO in
2021, the Company has transformed
significantly into a tech-focused business,
I will be standing down from the Board after
the Annual General Meeting ("AGM") on
22 May 2025, and passing the reins to
Steve Dryden, who joined the Board in 2023 and
will take Eurowag through its next stage of
growth and transformation.
Confidence in the Eurowag
team and outlook
I would like to extend my gratitude, and that of
our Board, to Eurowag’s employees for their
contribution, dedication and hard work during
2024, without whom the Group’s achievements
would not have been possible.
Looking forward to 2025, the Board will
continue to support the Eurowag executive
team in crystallising its vision of delivering an
integrated platform that will transform the
industry. The continued capital investment in
the business will allow the Company to scale
at pace through the acquisition of new
customers through both direct and indirect
channels as well as accelerate our cross-sell
ability. With large acquisitions behind us, the
Company continues to look at small bolt-on
opportunities that might add new products to
the platform or accelerate the number of
trucks added to the platform. With continued
strong cash generation, and following the
special dividend of 3.0p announced at the year
end, the Board will review whether a
progressive dividend is feasible for FY 2026
onwards.
I have enjoyed my time at Eurowag and wish
Steve, the Board and Eurowag the very best
for the future.
Paul Manduca
Chairman
24 March 2025
Investment case
Mission driven, resilient growth
and strong cash flow through
innovation and scale
In a complex and fragmented industry, Eurowag’s robust business
model provides a significant opportunity for growth.
Significant market opportunity
With €9 billion addressable market today
Strong competitive position
In a fragmented competitive landscape
Resilience through business cycles
With consistent double-digit net revenue and Adjusted
EBITDA growth
Robust business model
With above 40% Adjusted EBITDA margin and strong cash generation
Innovative solutions
Eurowag’s integrated digital platform will unlock significant value
to its customers and industry, with improvements in revenue,
cash flow and carbon reduction
4
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The CRT industry’s
digital future
At a glance
We are a leading pan-European platform that
will revolutionise the CRT sector.
Through our integrated ecosystem of market leading products such
as transport, fleet and work time management services, fuel and
toll payments, tax refund, customised navigation for trucks,
decarbonisation services and innovative financing services,
we empower businesses to thrive in a fragmented industry.
~1,900
employees
CEE* and
Iberia
customer base
38
offices in 19 countries
23
European countries of
operation
7
product groups offered to
our customers
302,076
active trucks connected to
one or more of our products
Y
Read more on
page 44
Y
Read more on
page 24
Products Technology People
Y
Read more on
pages 4 and 8
Sustainability
Y
Read more on
page 8
* CEE refers to Central and Eastern Europe.
Our purpose
To make the CRT industry
clean, fair and efficient
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5
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
~2,000
alternative fuel stations, with 60%
EU coverage of LNG network
23
countries offering toll payments
~15,000
fuel stations
11
countries offering European
Electronic Toll Service (“EETS”)
32
countries offering tax refund
Countries in which we operate
Countries with office location
Countries where we operate
6
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Market challenges
and trends
Market challenges and trends
Industry facts
Size and economic impact
~9m
commercial vehicles
in Europe
1
~5%
contribution to
European GDP
2
~20m
CRT-related jobs
in Europe
3
Industry challenges
Fragmentation
Environmental
pressures
Inefficiency
Digital lag
~90%
of CRT operators are small and
medium-sized enterprises ("SMEs"),
with limited access to technology
and capital
4
~9%
of Europe’s greenhouse gas emissions
("GHG") come from the CRT industry
7
European efforts to accelerate
decarbonisation are increasing,
with companies looking to adopt
low-emission vehicles or switch to
alternative fuels
~20%
of trucks drive empty, which
contributes to carbon emissions and
decreases operators’ profitability
5
3-5%
margins make companies susceptible
to
macroeconomic volatility
6
<13%
of companies are digitised, which
makes it difficult for SMEs to grow and
improve margins, as they face
operational inefficiencies
8
Notes:
1. Source: IHS Markit Vehicle Parc, 01/2021.
2. Source: Eurostat.
3. Source: Eurostat/internal Company estimate.
4. Source: Eurostat.
5. Source: Eurostat/internal Company estimate.
6. Source: Internal Company estimates.
7. Source: EU transport in figures – Statistical pocketbook 2024.
8. Source: BCG Digital Acceleration Index.
7
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Transformational trends Industry transformation through Eurowag
Our 30 years of expertise give us a unique understanding of the market
Since 2016, we have acquired and developed
mission-critical, data-centric products to help our
customers tackle key industry challenges. By
unifying everything in a single platform, we are
addressing the lack of digitisation.
Eurowag Office will integrate transport, fleet and
work time management services, fuel and toll
payments, tax refunds, customised navigation for
trucks, and decarbonisation and financing services,
and will transform how the CRT industry operates,
driving efficiency, supporting compliance and
decarbonisation, and enabling scalable growth.
Y
Read more on page 8
Decarbonisation
and sustainability
The CRT industry is investing in alternative
fuels and technologies to reduce emissions
Digital adoption
Operators are starting to see the benefits of
using automation and optimisation tools, which
can help to streamline operations, reduce costs
and make fleets more efficient
Regulatory compliance
Mobility packages, adoption of cleaner
technologies and compliance with standards
for driver safety make the industry
requirements hard to navigate
€9 billion addressable market today
•
A fully digital integrated ecosystem would grow Eurowag’s addressable market to €25 billion
€5.9bn +€1.6bn +€1.5bn
Offering at IPO (2021) Data-centric
management
systems
Financing
services
Energy
Toll
Tax
Vehicle information
Fleet management system
Transport management system
Work time management
Financing and e-wallet
Total: €9.0bn
Note:
Sources for addressable market: TechNavio; Global Time Tracking Software 2023-2027; Transportation and hospitality in Europe;
Global E-Wallet Market 2023-2027; Company estimates.
8
EUROWAG Annual Report and Accounts 2024Corporate Governance• • Financial StatementsStrategic Report
An industry-first digital platform that provides end-to-end
services for transport companies, enabling them to optimise
business operations in one place.
Our integrated
platform
Eurowag Office platform
Our platform is tailored for dispatchers, owners
and drivers.
The web portal and mobile app provide
day-to-day operational support, advice and
efficiency-enhancing guidance.
Eurowag Office will allow trucking companies
to streamline operations by using one
integrated system that brings together all
mission-critical services. From transport and
fleet management, work time management,
payment and toll solutions, tax refund and
financing services, to carbon emissions
reporting – everything will be in one place,
together for a clean, fair and efficient future.
Benefits of the platform
Dispatchers are able to:
•
Find profitable transport
•
Communicate with drivers
•
Maximise truck utilisation
•
Plan transport routes
Owners are able to:
•
Monitor finances and bills to be paid
•
Oversee operations, issues and
transport delays
•
Maintain partner relationships
•
Seek business opportunities
Drivers are able to:
•
Manage driving schedules
•
Communicate with dispatchers
•
Ensure on-time transport
•
Conduct vehicle maintenance
Mission-critical services
integrated into one platform
Financial services
Back-office services
Fleet operations
Financing
Energy and Decarbonisation as a Service
Toll
Road services
Capture mission-critical data, improve drivers’
behaviour and reduce carbon emissions
9
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
End-to-end digital platform
and its front ends
Apply data insights, streamline operations and
drive efficiencies
Cockpit app in new trucks
Mobile app for drivers
Desktop app
Mobile app for owners
and dispatchers
10
EUROWAG Annual Report and Accounts 2024Corporate Governance• • Financial StatementsStrategic Report
Customer feedback is key to our success
Case studies
We have been with Eurowag for
14-15 years and were one of
their first clients in Bulgaria.
Our ongoing partnership is a
testament to how impressed
we are with their services.
Their products, like their fuel
cards and toll payment solutions,
are reliable and flexible, meeting
our needs across Europe. The EVA
on-board units ("OBUs") for tolls in
countries like the Czech Republic
and Slovakia have been particularly
impressive, and their card provides
our drivers with the convenience
and security to travel without cash,
ensuring smooth operations
every day.
We save money on the labour
we would have had to employ.
We have almost 10 years’
experience with Eurowag and
in that time its services have
grown substantially. You can
see that it invests in it; every year
something is improved. Their GPS
is one of the best on the market.
Every six months we experience
an influx of other suppliers which
want to offer us their services but
cannot compete with Eurowag.
Fuel cards
Toll
services
Usage of Eurowag
products by type:
Fuel
cards
VAT
refunds
Toll
services
Web
dispatching
Usage of Eurowag
products by type:
Eurowag drives opex savings
Leveraging Eurowag for operational excellence
Company name:
Tashev-Trans LTD
Company name:
BAUER Solution s.r.o.
11
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
My first impression of the Eurowag
Office platform was that it is very
clear. It has not only the basic
elements of telematics, such as the
GPS position of trucks, fuel levels,
battery status, or the map, but also
transport management solutions
elements like cost calculations,
creating orders, or adding
maintenance checks. These are
basic things for managing transport,
all in one place, on one page.
What I like most about it is that it
has all services I need. When
you’re a small transport company,
you can’t compete for first-hand
orders with large companies, and
you can’t negotiate things like fuel
prices or payment terms
with suppliers which target
big transport firms. Eurowag
takes a lot of small, ongoing tasks
off my plate and allows me to
focus on my actual work – growing
my business and working as a
professional driver.
For the first two years of my
business, I ran the entire company
literally from my phone, in the truck,
so I used the Eurowag app every
day to check fuel prices in
different countries, plan refuelling,
or make sure I paid the invoice.
Now that I have a second truck
and have hired an office employee,
I use the computer much more
and features that I didn’t use
before because I didn’t need
them while being in the truck.
I see, for example, that I can
create a transport order and send
it to my driver via the Eurowag
driver app with navigation.
Overall, it’s incredibly interesting
for me to see Eurowag’s
transformation over the years.
It’s also very inspiring for me
personally, because I started
with €100 borrowed from my sister
for food when I went on my first
truck trip, and now I have two
trucks and continue to grow.
Eurowag Office brings mission-critical services in one place
Company name:
Imagination Group
Iwona Blecharczyk
Usage of Eurowag
products by type:
Eurowag
Office suite
Iwona Blecharczyk is an Eurowag brand ambassador.
12
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Payment solutions
Mobility solutions
How we
generate revenue
Business model
57%
payment
solutions
43%
mobility
solutions
•
Processed volume x % take rate
•
Subscription based
•
Processed volume x% take rate
•
Various
•
Number of transactions x average
unit per transaction x fee per unit
•
Subscription based
•
Subscription based
•
Subscription based and lifetime
licence fees
Energy payments
Transport
management
Work time
management
Smart routing
Toll payments
Fleet management
Tax refund
Other adjacent
services
Recurring and transaction-based revenue streams
Recurring subscription and other fee-based revenue streams
We take advantage of our rich history and unique
access to data to help make the CRT industry clean,
fair and efficient.
Headquartered in the Czech Republic, but with offices and customers
throughout Europe, we have a truly pan-European footprint.
Net
revenue
split
13
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
What makes us unique Value created for stakeholders
Trusted and loyal brand
•
Almost 30 years in the industry
•
We help our customers through
financial services
•
Net Promoter Score (“NPS”) of 40
(on a scale of -100 to +100)
•
We have loyal customers that stay
with us for a long time
Pan-European fuel network
•
Our fuel card is supported at
~15,000 stations across Europe
•
We continue to focus on our
alternative fuels network, while also
fostering our traditional relationships
with fuel suppliers across Europe
Unparalleled access to data
•
We capture data across every touch
point of our customers’ journey, and
we leverage our insight into the CRT
industry’s needs, to help our
customers transition towards a net
zero future
•
Almost half our revenues come from
data-centric products
•
Fleets can be monitored remotely
•
Insight into the most efficient routes,
refuelling options and cost optimisation
•
Mission-critical data to support SMEs
Speed and efficiency
•
One-stop-shop – we can support our
customers with most of their
business needs, including one bill for
all their products and services
•
Our toll solutions can be used in
23 countries across Europe, keeping
our customers’ trucks moving
•
Customers process their tax refunds
digitally, saving customers money
and time
•
Our smart routing calculates the
fastest and most efficient route for a
truck, including the cheapest fuel
along the route
•
Our driver behaviour feature
identifies opportunities for emission
and cost savings
Customers
Engaging our customers in product
development is an ongoing process that
involves interviews, problem definition,
collaborative idea generation,
implementation and measurement using
customer insights and metrics.
Y
Read more about Eurowag’s
interaction with customers on page 20
Suppliers
Retaining and attracting vendors is
essential for our business success, allowing
us to offer competitive prices and high
quality, while also ensuring that
environmental and social issues are
properly managed.
Y
Read more about Eurowag’s
interaction with suppliers on page 21
Employees
Our purpose and values guide every
decision. With a culture that emphasises
diversity, we foster a wide range of skills.
We support employees in self-development
through various initiatives.
Y
Read more about Eurowag’s
interaction with employees on page 21
Investors
Our business model, driven by resilient
growth, delivers strong cash flow to create
value for shareholders.
Y
Read more about Eurowag’s
interaction with investors on page 22
Society and the environment
Committed to making the CRT industry
clean, fair and efficient, we support our
customers to make more carbon efficient
journeys and drive initiatives that support
our short and long-term decarbonisation
goals, aligning our operations to EU net
zero targets, whilst also focusing on giving
back to our communities.
Y
Read more about Eurowag’s interaction
with society and the environment
on page 22
Policy makers, regulators
and government
We engage with regulators to ensure
compliance with relevant requirements.
We closely monitor policy and regulatory
developments in Europe and our
key markets.
Y
Read more about Eurowag’s interaction
with policy makers, regulators and
government on page 23
14
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Chief Executive Officer’s review
Building a sustainable future
Martin Vohánka
Chief Executive Officer
Dear stakeholders,
After another pivotal year at Eurowag, I am proud
of how much progress the business has made in
delivering the market’s first end-to-end digital
platform for the CRT industry.
We are in the key stages of transforming our
business from what was a fuel card company
only a few years ago to a data-centric and AI
driven company, changing Europe’s CRT industry
for good and supporting it to become clean, fair
and efficient. The European road transport
industry supports 75% of the physical goods
economy
1
; it represents 5% of GDP
2
and
provides employment to 20 million people
3
.
Despite the scale and importance of this
industry, trucking companies face many
challenges today, and only a few companies are
able to resolve them. At Eurowag, we focus on
nothing else but tackling these challenges at
their root cause and are fully committed to
supporting the transformation of this industry to
net zero by 2050. Our vision is about the total
digitisation of the industry, which will help
support the fragmented ecosystem,
decarbonisation and low profitability, and create
a better workforce environment.
Financial highlights
We have made significant steps forward across
the business this year whilst delivering strong
financial results against a challenging macro
backdrop. Total net revenue for the full year
was €292.5 million (FY 2023: €256.5 million),
representing 14.0% year-on-year growth, in-line
with our guidance and significantly ahead of
market growth indicators. To gauge general
market conditions, we look at both toll mileage
and the Product Manufacturing Index (“PMI”) in
Germany, Europe’s largest market, which was
flat to declining
4
in 2024. Net revenue growth in
the year would have been 9.9%, assuming a full
year contribution from Inelo from 1 January
2023
5
. Both our payment solutions and mobility
solutions grew double digits, demonstrating our
products and services are truly mission critical
to our customers. Despite the slow growth
across Europe and headwinds in the spot
freight market with less kilometres driven, we
were still able to grow the number of active
payment solutions trucks and active payment
solutions customers, by 10.8% and 11.3%
respectively. Our total active trucks at the end
of the year was 302,076, a 10.0% increase from
last year. Our Adjusted EBITDA margins were
broadly flat on last year at 41.6% (FY 2023:
42.4%), despite navigating through the
integration of our acquired businesses as well
as investment in transforming our own internal
systems and processes. Adjusted Cash EBITDA
grew 23.2% to €88.7 million reflecting the
strong cash generation of the Group. Overall,
the Group delivered an Adjusted profit before
tax of €46.3 million (FY 2023: €56.7 million),
with statutory profit before tax increasing to
€11.7 million (FY 2023: loss of €39.3 million)
with last year impacted by a non-cash goodwill
impairment. This year, we focused on cash
generation and deleveraging, and were able to
reduce our Net leverage to 2.3x, down from
2.9x at the end of 2023.
Building an integrated
platform
As we built and acquired different product
capabilities over the last few years, it became
even more apparent that our customers are in
need of a digital solution allowing them to
streamline workflows via one click solutions,
from order to cash. Today, planning a job to
completion is delivered through manual
processes and 10 or more systems that do not
connect to each other. Even before the Eurowag
Office official launch in September 2024 at the
IAA Expo in Hanover, we started to populate the
platform with our original products, such as fleet
management and transport management
solutions, including navigation, which was
followed by the migration of a small cohort of
customers. Using a staged approach, we are
significantly reducing the execution risk and are
able to get instant customer feedback about the
user experience of the platform, which we can
update in real time. Customer feedback is key to
the success of this platform, and we were pleased
to receive very promising feedback at the IAA
Expo, as well as from three truck manufacturers
which we have partnered with to include our
navigation solution within their dashboard
infotainment systems. This is the first step for
Eurowag to connect directly with a customer
when they acquire a new truck, and gives us the
We are delighted to have
launched the industry’s first
digital platform which will
bring many benefits to our
customers.
15
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
opportunity to cross sell Eurowag Office. We are
now in discussion with the manufacturers about
how we can evolve our co-operation, through
expanding our product offering by converting
customers into the full Eurowag Office product
suite over time, as well as engaging with truck
dealerships. This is a new sales channel for us,
and one we are very excited about.
Whilst our focus is to continue building and
enhancing our integrated platform, we continue
to invest in our current products and services in
order to retain customers as well as keep
growing the business. This year we expanded
our energy network to around 15,000 stations, as
well as supported our customers’ transition to
alternative fuels. EETS is another product in
which we have invested in this year and we are
starting to see the returns, with our net revenues
from tolls almost doubling. During the year we
expanded our EETS network to Slovakia, taking
the total markets with EETS licences to 11, whilst
our European coverage for toll services,
including national, is 23 countries.
Sustainability
IIn 2024, we continued to focus on our
sustainability action plan and its four pillars:
climate action, customer success and wellbeing,
community impact and responsible business.
During the year, we have made material progress
in defining and building our Decarbonisation as a
Service offering, including customer advisory,
fleet renewal, green fuel corridors and
accessibility to an alternative fuel network and
the measurement and reporting of CO
2
emissions for customers. This is a growing area
of commercial focus for us, as more customers
seek a trusted partner to help them navigate the
upcoming transformation of the industry and
meet the evolving demands of their partners,
including compliance with legislation changes.
Eurowag offers the largest network of hydrotreated
vegetable oil
6
(“HVO”) for heavy-duty vehicles in
Europe, and during 2024 it opened up the first
HVO corridor in Central Eastern Europe. Our
liquefied natural gas
7
(“LNG”) network now
covers 60% of all LNG stations across Europe,
and during the year we became the first
CRT-focused eMobility Service Provider
(“eMSP”) offering Charging as a Service. We
have expanded our HVO and bioLNG refuelling
network and saw a 63-fold increase in the HVO
volume compared to last year and achieved 20%
bioLNG coverage in our LNG network across
Europe; our active alternatively fuelled trucks
in the portfolio increased to 1,537 in 2024
(780 in 2023).
We have also become an official member of
the International Sustainability and Carbon
Certification (“ISCC”) programme. This
prestigious certification is a key industry
standard for carbon certification and is
essential for selling alternative fuels.
We continue expanding our community
impact programme, while developing four new
charity partnerships, running our largest-ever
employee-led philanthropy initiative (1,295
employees donated €259,000 to over 275
good causes across 17 countries) and donating
emergency relief following local disasters in
our communities and markets.
People
As the Group becomes more tech focused, we
have also invested in our Senior Leadership
Team. I am delighted with the appointments of
our new Chief Operations Officer, Felipe Alves,
and Chief Commercial Officer, Francesco
Nazzarri, both bringing a wealth of experience
in tech and transformational roles. We have
also appointed our Chief Strategy Officer,
Ivan Jakúbek, who recently held the joint
Chief Commercial Officer position until mid-2024,
to manage and oversee the delivery of the platform
as Chief Strategy and Product Officer. This will
ensure stability and continuity in another pivotal
year for the delivery of our platform.
Our People and Culture Ambassadors Network
continued its work to drive engagement and
improve employee experience. In 2024, we
refreshed our Culture Manifesto, which redefines
and reinforces the shared beliefs and behaviours
that unite all Eurowag employees. Throughout
the Group, we continued the work started in
previous years to foster a safe environment for
all our colleagues, which come from so many
different cultures and backgrounds. In June we
hosted a Women’s Summit through our Women’s
Network, where we were joined by our brand
ambassador, Iwona Blecharczyk, who shared
insights into her transformative career journey.
In January 2025, as part of Eurowag’s ongoing
succession planning, Paul Manduca, Chairman,
and Sharon Baylay-Bell, Chair of the
Remuneration Committee, indicated their
intention to step down from the Board. When
Paul steps down at the AGM in May 2025, he will
be succeeded by Steve Dryden, who has served
as the Chair of our Audit and Risk Committee
since joining the Board in June 2023, and
Sharon, who stepped down in February 2025,
has been succeeded by Sophie Krishnan as
Remuneration Committee Chair. I am grateful to
Paul for the experience and insights he has
brought as Chairman over the last four years as
a listed company and I would also like to thank
Sharon for the significant role she played in
our success.
Priorities for the year ahead
Whilst we still see macro headwinds across
Europe in 2025, we remain confident that what
we are trying to achieve by digitising the CRT
industry is unique and creates massive
opportunities ahead. This year our focus will be
about migrating Eurowag key products onto the
platform, with toll, energy payments and eWallet
being a priority. The other area of focus is
evolving our indirect sales channel with our truck
manufacturing partners, creating a digital
onboarding experience for new customers, as
well as getting commercial terms in place with
truck distribution outlets across Europe. Finally,
the delivery of the integrated platform and
continued investment in strengthening our
internal systems and processes underpin the
Group’s confidence in delivering meaningful
returns to both customers, shareholders and the
broader society in the medium term.
Martin Vohánka
Chief Executive Officer
24 March 2025
Notes:
1. CVDD, page 40, issued 05/2021, BSG.
2, 3. Eurostat.
4. Source: truck toll mileage index and PMI, Federal
Statistical Office, Wiesbaden.
5. Q1 2023 excludes the contribution from Inelo, which
was acquired on 15 March 2023.
6. HVO is a biofuel made by the hydrocracking or
hydrogenation of vegetable oil. Diesel fuel produced
from these sources is known as green diesel or
renewable diesel.
7. Liquefied natural gas is natural gas that has been cooled
down to liquid form. Natural gas burns significantly
cleaner and produces lower emissions of sulphur,
nitrogen and carbon dioxide into the atmosphere.
16
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Delivering on
our ambitions
Our strategy
Key
1
Product demand decline risk
2
Fuel supplies risk
3
EETS compliance risk
4
External parties’ dependencies risk
5
Technology security and resilience risk
6
Personnel dependency risk
7
Climate change risk
8
Physical security risk
9
Regulatory and licensing risk
10
Clients’ default risk
11
Processes execution risk
12
Liquidity risk
Progress in 2024
•
10.8% increase in the number of active
payment solutions trucks, to 103,988
•
Integrated Eurowag services onto
infotainment systems of partner original
equipment manufacturers (“OEMs”)
Focus in 2025
•
Continued development of Eurowag Office,
to maximise the platform adoption rate
•
Increase the fleet of active alternatively
fuelled trucks that use Eurowag products
•
Align sales teams with the platform business
•
Continue to work with OEMs and
maximise opportunities
Links to risk
1 5 93 7 11
2
6 104
8
12
Links to risk Links to risk Links to risk
1 1
1
5 5 59 9 93 3
3
7 7 711 11 11
2
2
2
6 6 6
10
4 4 4
8
8
8
12 12 12
Attract
(be in every truck)
Engage
(drive customer centricity)
Monetise
(grow core services)
Retain
(expand platform capability)
2024 strategic priorities
Progress in 2024
•
~44,000 Eurowag app monthly active users,
increase of 37% compared to 2023
•
Increased the number of mobile acceptance
points to >2,000 (FY 2023: >800)
•
Focused on operational improvements
to increase customer satisfaction
across products
Focus in 2025
•
Continue to improve customer experience
and drive Group NPS
•
Digital customer onboarding pilot in
selected countries
•
Improve resolution time of solving issues
reported by customers
Progress in 2024
•
~15,000 acceptance points (FY 2023:
13,000) in 23 countries
•
EETS certification in 11 countries
•
More than doubled the number of OBU
devices sold, compared to 2023, and
increased the number of toll domains
ordered on EVA by more than three times,
compared to 2023
Focus in 2025
•
Increase number of products per existing
active truck
•
Drive cross-sell to maximise revenue
opportunities across product portfolio
•
Continue expanding core services
across Europe
Progress in 2024
•
Phased launch of the platform; migrated
navigation and fleet management solutions
to cohorts of customers
•
Started customer migration of eWallet early
adopters
•
260,000 total users migrated to the platform,
out of which ~48,000 fleet management
services users and ~212,000 navigation
users
Focus in 2025
•
Continue rollout and development of the
platform, with gradual implementation of
advanced features
•
Migrate Webeye customers onto platform
•
Continue to help customers improve their
CO
2
emissions
17
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Measuring our performance
Key performance indicators
About this KPI
Net revenue represents revenue from contracts with
customers less cost of energy resold to customers.
The Group believes this measure is relevant to an
understanding of the Group’s financial performance
on the basis that it adjusts for the volatility in
underlying energy prices.
Financial KPIs
About this KPI
Adjusted basic EPS is calculated by dividing Adjusted
earnings attributable to ordinary equity holders of the
parent entity by the weighted average number of
ordinary shares outstanding during the period.
Net revenue
1
(€m)
€292.5m
+14.0%
Profit/loss before tax (€m)
€11.7m
+129.8%
Adjusted basic earnings per share
1
(cents/share)
4.65
-28.4%
2
2023 256.5 m
2022 190.9m
2021 153.1m
2023 6.49
2022 5.75
2021 5.77
2024 4.65
Adjusted cash EBITDA
1
(€m)
€88.7m
+23.2%
About this KPI
Adjusted Cash EBITDA is Adjusted EBITDA less
capitalised research and development costs plus share
based payment.
2023 72.0m
2024 88.7m
About this KPI
Adjusted EBITDA margin represents Adjusted EBITDA
for the period, divided by net revenue.
Adjusted EBITDA margin
1
(%)
41.6%
-0.8pp
2023 42.4%
2022 42.8%
2021 45.5%
2024 41.6%
About this KPI
Full statutory financial results can be found in the
financial statements on page 115.
2022 28.0m
2024 11.7m
2021 17.7m
(39.3)m 2023
2024 292.5m
Basic earnings per share (cents/share)
0.39
+105.9%
2
About this KPI
Full statutory financial results can be found in the
financial statements on page 115.
2022 2.41
0.392024
2021 1.54
(6.62) 2023
Increased Decreased No change
Notes:
1. This is an APM; a reconciliation to IFRS measures can be found in Note 2 of the notes to financial statements. 2. Percentage change 2023–2024.
18
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Operational KPIs
About this KPI
Number of payment solutions active customers
represents the number of customers who have used the
Group’s payment solutions services in a given period,
calculated as the average of the number of active
customers for each month in the period.
About this KPI
An active truck is defined as a vehicle
that has paid for a service in a given month.
About this KPI
Number of payment solutions active trucks represents
the number of customer vehicles that have used the
Group’s payment solutions services in a given period,
calculated as the average of the number of active
customer vehicles for each month in the period.
About this KPI
Group customer NPS is calculated on a
six months simple average for brands in
the Group, based on a scale of -100 to +100.
About this KPI
Number of payment solutions transactions represents
the number of payment solutions transactions (fuel and
toll transactions) processed by the Group for customers
in that period.
About this KPI
Average number of products per truck is
defined as the average number of products
used by an active truck in a given month.
About this KPI
Percentage of subscription revenue is
calculated as total subscription revenue
divided by total net revenue.
Average number of payment solutions active customers
20,459
+11.3%
1
Total number of active trucks
302,076
+10.0%
Average number of payment solutions active trucks
103,988
+10.8%
1
Group customer NPS
40
+1pt
Number of payment solutions transactions (m)
46.1m
+23.3%
1
Products per truck
2.7
+2
Percentage of subscription revenue
26.8%
+0.2pp
2023 18,379
2022 16,950
2021 15,020
2024 20,459
2023 93,882
2022 88,189
2021 82,640
2024 103,988
2023 37.4m
2022 35.2m
2021 32.5m
2024 46.1m
Key performance indicators continued
Introducing new KPIs
As our operating model evolves, we are introducing a new set of KPIs to better measure the success and scale of our business.
2023 274,715 2023 2.5 2023 39 2023 26.6%
2024 302,076 2024 2.7 2024 40 2024 26.8%
Increased Decreased No change
19
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Sustainability KPIs
About this KPI
The KPI represents a weighted average
performance over the last 12 months
across the Eurowag portfolio equipped
with telematics units for measuring
distance, fuel consumption and vehicle
weight. It is calculated as the total
emissions in CO
2
e divided by the total
weight of the specific truck multiplied by
the total kilometres travelled. It is
expressed as mass of CO
2
e per tkm.
About this KPI
This KPI represents the total emissions
expressed in tonnes of CO
2
e for a given
calendar year from direct operations
(Scope 1 and 2 market based) as defined
by the GHG Protocol.
About this KPI
This KPI represents the percentage of
female people leaders with at least one
subordinate in the last month of the
calendar year.
About this KPI
This KPI represents the number of
alternative heavy-duty or light
commercial vehicles using fuel or power
sources which serve as a substitute for
fossil oil sources, with at least one Group
transaction in the last month of the
calendar year.
Customers’ GHG emissions intensity
80gCO
2
e/tkm
1
no change
Carbon emissions from own operations
3,632tCO
2
e
-16.6%
1
Diversity, equity and inclusion (“DEI”) –
female representation
37%
+2pp
2
Alternatively fuelled trucks
using Eurowag solutions
1,537
+97.1%
2
2023 780
2022 286
2021 237
2024 1,537
2023 35%
2022 31%
2021 28%
2024 37%
Notes:
1. Baseline year has been updated to July 2023-June 2024. 2. Percentage change 2023–2024.
Y
Please refer to the Sustainability section for further information on the sustainability KPIs
July 2023 - June 2024 80 gCO
2
e/tkm
2024
2
80 gCO
2
e/tkm
2023 4,353tCO
2
e
2024 3,632tCO
2
e
Increased Decreased No change
20
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Section 172
Eurowag puts stakeholder considerations and
sustainable business practices at the heart of
its purpose: making the CRT industry clean,
fair and efficient. The Non-Executive Directors
of the Board were formally appointed in
September 2021, as part of Eurowag’s listing
on the London Stock Exchange. The Board
delegates certain engagement responsibilities
to individual Non-Executive Directors and to
the Senior Leadership Team, who provide the
Board with updates on stakeholder
developments and interests. This helps inform
the Board in its decision making, including the
development of business strategy. The Board
recognises that proactive and two-way
dialogue with stakeholders is critical to the
Group’s long-term success.
The content that follows highlights
Eurowag’s engagement with its key
stakeholders during 2024.
Relationship description
Our business success depends on our ability
to retain existing and win new customers.
Responsible person
Chief Commercial Officer
Key topics of interest for
stakeholders and Board’s focus
•
Fuel price fluctuations
•
Cash flow and bankruptcy issues due to
macro economic environment
•
Digitalisation and decarbonisation trends
•
Competition
•
Workforce availability, including drivers
•
Regulatory burden and business costs in
home markets and cross-border
•
Health and safety on the road
How we engaged in 2024
•
Customer insight panels: in 2024 we
reached out to ~300 new contacts willing
to be part of our research activities and
refreshed our database to ensure
compliance with GDPR requirements
•
Qualitative deep-dive interviews:
during 2024, we have led interviews with
~500 non-customers and 500
customers across six strategic markets
(Czech Republic, Spain, Portugal,
Poland, Romania and Hungary) and
conducted 100 interviews focused on
the validation of the Eurowag Office
concept and user interface
•
Customer stress test to gain insight into
customers’ needs, plans and current
attitude towards decarbonisation
•
Indirect sales through leads generated by
third-party relationships
Considerations and outcomes
in 2024
•
Insights to support the development of
our integrated digital platform and
Decarbonisation as a Service
•
Qualitative interviews collected around
15,000 responses from 20 online
quantitative questionnaires, achieving
a commendable response rate of
approximately 10%
•
Continued to support customer safety
and wellbeing (please refer to our
sustainability targets on page 46)
•
Introduced a new methodology to
calculate NPS to achieve more
representative results and launched a
new driver survey for direct insights
•
Strong focus on proactive reaction to
customer complaints, improving quality
of our services and customer service
Customers
Engaging with
our stakeholders
In accordance with the factors listed in Section 172 of the
Companies Act 2006, the Directors provide the following
statement that describes how they promote the success
of the Group for the benefit of its members, by engaging
with key stakeholders to better inform their decision making.
21
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Relationship description
Our business success relies on a resilient
supply chain and our supplier relationships.
Responsible person
Senior VP for Energy
Key topics of interest for
stakeholders and Board’s focus
•
Grey players active on the European
market, with extremely low prices
•
Geopolitical risk (including war in Ukraine
and instability around local elections)
•
International sanctions against Russia
and Belarus
•
Product availability
•
Industry trends: potential impact of
energy transition
•
Digital transformation
•
Taxation rules changing
•
Rising fuel prices and impact on
credit limit
How we engaged in 2024
•
Regular meetings with energy vendors
•
Regular meetings with key
corporate suppliers
•
Participation in industry conferences
Considerations and outcomes
in 2024
•
Connected new vendors to our
acceptance network (traditional and
alternative fuels)
•
Extended bunkering sites network
•
Expanded our offer of HVO in our own
truck parks and in our acceptance network
•
Secured volumes for our own truck parks
as well as bunkering locations
•
Compliance with legal requirements
•
Self-sanctioning rules related to the
Russian war in Ukraine
•
Assured the most optimised prices to
ensure competitiveness in the market
Relationship description
The skills, experience and commitment
of our employees are key to the success
of the business.
Responsible person
Chief Human Resources Officer
Key topics of interest for
stakeholders and Board’s focus
•
Post-merger integration
•
Flexible working arrangements
•
Business change
•
Diversity, equity and inclusion (“DEI”) in
the workplace
•
Cultural alignment
•
Two-way communication
How we engaged in 2024
•
Ask Martin Q&A video series
•
Group News sessions focused on
different areas of the business
•
Employee mentoring scheme
•
All Hands meetings for each functional
area led by the Senior Leadership Team
and its management teams
•
Individual feedback sessions across
functions and countries
•
Town Halls focused on financial results
•
Women’s Network meetups
•
Employee-led corporate social
responsibility (“CSR”) (read more about
our community impact in the
Sustainability section on page (55)
Considerations and outcomes
in 2024
•
Employee Net Promoter Score (“eNPS”)
and engagement survey results review
•
Continued focus on cultural change,
purpose, strategy cascade and values
•
Continued focus on two-way employee
communication
•
DEI KPI targets measured and tracked
•
Culture Champions Awards that recognise
our colleagues for living our values
Suppliers Employees
22
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Relationship description
The support of our investors is critical
to the delivery of our business ambition.
Responsible person
VP of Investor Relations and
Communications
Key topics of interest for
stakeholders and Board’s focus
•
Financial performance and KPIs, financial
guidance, net debt and leverage
•
Progress of digital platform: product and
customer migration, pricing strategy and
benefits to customers
•
Development of OEM relationships and
product within the truck
•
Development of our digital and indirect
sales channels
•
Customer acquisition and migration onto
the platform
•
Capital expenditure and return on investment
•
M&A opportunities and progress on
integration of past acquisitions
•
Macro economic challenges and impact
on business growth
•
Risk management
•
Share price and liquidity
How we engaged in 2024
•
Annual Report and Accounts and AGM
•
Participation in investor conferences and
roadshows across the UK and Europe
•
Two new analyst initiations, taking
coverage to nine analysts
•
Investor and analyst site visits to the
headquarters in Prague and to the Sygic
office in Bratislava
•
Ad-hoc investor meetings and calls with
US, UK and European investors
Considerations and outcomes
in 2024
•
Extended analyst coverage to broaden
communications channels
•
Continued to work on investor
engagement, holding 130 investor meetings
•
Continued to simplify our investor
materials to allow investors and analysts
to better understand our business
•
Continued to diversify shareholder
register (44% increase in institutions
holding over 1 million shares)
Relationship description
We rely on communities, society and the
environment, and our ambition is to deliver a
clean, fair and efficient CRT industry.
Responsible person
VP of Sustainability and CSR
Key topics of interest for
stakeholders and Board’s focus
•
Changing stakeholder expectations and
regulatory requirements
•
Development of Eurowag’s net zero
commitments and action plan
•
Impacts, risks and opportunities within
ESG-related topics (double materiality)
•
Board, Executive and Senior Leadership
Team climate training
•
Human rights risk management
•
Sustainability action plan development
and delivery
•
Non-financial reporting and disclosure
•
Development of sustainability KPIs in
Group refinancing
How we engaged in 2024
•
Carried out Double Materiality
Assessment for CSRD, considering
stakeholder input to identify
environmental, social and governance-
related impacts, risks and opportunities
for the Group
•
Updated net zero roadmap, reviewing
external and internal context
•
Meetings with ESG co-ordinator,

update of sustainability KPIs for the
Group’s revolving credit facilities
•
Participation in the Sustainability Working
Group of the Fleet Cards Europe trade
association
Considerations and outcomes
in 2024
•
Board review of update to net zero roadmap
•
Human rights training for all employees
and deep-dive training for the
sustainability and procurement teams
•
Sustainable procurement tools developed
•
CSR programme expansion to all Group
employees and markets (read more about
our community impact in the
Sustainability section on page 55)
•
Near-term carbon reduction and
long-term net zero targets embedded
into work plans, with performance
monitored quarterly by the Executive
Committee
Investors Society and the environment
Section 172 continued
23
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Relationship description
Our interactions with policy makers, regulators
and governments are crucial for maintaining
our reputation and operational licence in our
target markets. We also leverage our position
to educate policy makers about our industry
and advocate for changes that benefit our
customers and markets.
Responsible persons
General Counsel, VP of Legal and
Compliance and VP CRT Decarbonisation
Key topics of interest for
stakeholders and Board’s focus
•
Understanding the impact and sharing
Eurowag’s perspectives on policy and
legislation related to the decarbonisation
of the CRT industry, and related new
energy topics, including infrastructure and
vehicles in Europe and key markets
•
Engagement with the Financial Conduct
Authority (“FCA”)
•
Discussions with representatives of the EU
Commission, Council and Parliament, as
well as member state representatives on
various legislative challenges
•
Review of the Payment Services
Directive (“PSD2”)
•
Information security legislation
•
Implementation of Emission Trading
Standards (“ETS2”) and the Renewable
Energy Directive (“REDIII”)
How we engaged in 2024
•
Participation in various international and
local trade associations:
•
UPEI (Europe) – European independent
fuel and energy suppliers
•
CAPPO (Czech) – Czech Petroleum
Association
•
FCE (Europe) – European Fleet Card
Providers
•
IVA (global) – International VAT
Association
•
AETIS (Europe) – Association of
Electronic Toll and Interoperable Service
•
EFP (Europe) – EETS Facilitation
Platform – Toll management association
•
IRU (global) – International Road
Transport
•

Transport Operators
•
POPhIN (Polish) – Polish fuel and
industry association
•
Engagement with the FCA as a publicly
listed company on the London Stock
Exchange
•
Engagement with the Czech National Bank
as a payment services provider
•
Engagement with local payment services
regulators regarding exemptions from
the PSD2
•
Dialogue with EU legislative bodies and
member state representatives on
various topics:
•
Implementation of VAT Committee’s
guidelines on VAT treatment of fuel
cards (European Court of Justice ruling
in the Vega International case)
•
Legislative proposals for the new
Payment Services Directive and
Payment Services Regulation
(“PSD3” and “PSR”)
•
Review of the VAT Directive (VAT in the
Digital Age initiative – (“ViDA”))
•
Treatment of fleet card issuers under
local fuel distribution legislation in
Lithuania, Estonia and Portugal
•
EU Green Deal in relation to road transport
and proposed initiatives, such as
CountEmissions EU, and CO
2
emission
standards for heavy-duty vehicles
•
Engagement with customs offices
regarding fuel distribution and VAT
refunds
Considerations and outcomes
in 2024
•
Several position papers through trade
associations
•
Position paper on Czech national mobility
plan and decarbonisation
Policy makers, regulators and government
24
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
People and culture are the
foundation to Eurowag’s success
Our people
Emma Copland
Chief Human Resources Officer
Values form a foundation of
trust, respect and integrity,
driving us to be our best selves
in every aspect of life. By
embracing and living our
values consistently, we create
a positive impact that extends
far beyond the workplace.
46%
of our workforce are women
62%
employee engagement score
1,900
employees
Key highlights
Y
For further insights into DEI, as well as our goals, please refer to the Sustainability section on page 44
25
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Key initiatives
Communication, culture
and values
Our People and Culture Ambassadors
Network was launched in 2023 to support
our cultural transformation journey and help
to improve our employee engagement and
overall employee experience. It included 40
colleagues from across the organisation,
focusing on key areas:
•
Culture and DEI
•
Tech innovations and improvements
•
Promotion and storytelling
•
Sharing Company purpose and strategy
The ambassadors play an important role
by connecting with colleagues, sharing
ideas and influencing leaders. The network
gives them a platform to share ideas to
improve ways of working and help shape
new initiatives.
This experience also benefits the
ambassadors by giving them access to senior
leaders and the chance to develop new skills,
learn more about the Company, and build
connections with colleagues across Eurowag.
The key project for the People and Culture
Ambassadors Network was refreshing the
Culture Manifesto, which represents the values
of the entire Eurowag Group. Through focus
groups, the ambassadors shared their local
cultures and values, helping us combine the
best elements from all cultures into one unified
and relevant manifesto for everyone.
Culture isn’t set by our leaders – it’s created by each one
of us. While leaders may guide the way, it’s our collective
actions and commitment that truly shape the environment
we thrive in. Together, we build the culture we wish to see.
Sidonie Myers
Head of Internal Communication and Culture
10
Group News sessions
23
pairs of colleagues joined the women’s
mentoring scheme
62%
average participation rate in 36 All
Hands meetings
300
colleagues nominated for the 2024
Culture Champions Awards
4
meet-ups of the Women’s Network,
with 425 participants
50
sessions on Engagement Survey
manager training and action planning
Highlights
26
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Eurowag values
Deliver your best
•
We act like owners
•
We are customer centric
•
We think big, challenging the status quo
•
We take calculated risks
What does it look like in action?
In the Spanish team, some of our
customers say that they will never switch
to another provider because we offer the
best service and always go the extra
mile. For example, one of our ASMs went
to a station on a Saturday because a
driver couldn’t refuel and needed help
talking to the helpline. Another even
went to pick up a client’s trucks to install
toll devices almost on the road to avoid
the trucks stopping. I have personally
explained to a client how to book our
invoices in their system! We offer fuel
cards, tolls and accounting classes!
Casandra
Gimenez
Money Collection
Team Leader (Spain)
Embrace change
•
We are always looking for opportunities
to improve
•
We are always curious
•
We encourage and celebrate innovation
and creativity
•
We constantly adapt in a constantly
changing world
What does it look like in action?
During Innovation Days one team
member proposed an ambitious idea,
joking it was a “mission to Mars” that
would take months, not days.
Recognising a unique opportunity,
we embraced the challenge with passion.
Our team’s hard work paid off, and we
won the Innovation Day competition.
This experience reminds me that viewing
change as an opportunity can lead to
great achievements. Embracing
challenges with a positive attitude
fosters innovation and teamwork,
turning the seemingly impossible
into success.
Jakub Adamec
Product Owner,
Eurowag Navigation
Be a good person
•
We earn people’s trust and respect
•
We protect our wellbeing
•
We always challenge unethical behaviour
•
We acknowledge the broader impact of
what we do
What does it look like in action?
Our standard tax refund process
typically takes several months to
complete. Unfortunately, a system issue
caused further delays, frustrating our
customers. Acknowledging the problem,
we proactively reached out to those
affected, openly admitted our mistake
and issued refunds. This gesture of
honesty and accountability not only
satisfied our customers but also
strengthened their loyalty to
Eurowag, as they recognised they
could rely on us in both good times
and challenging situations.
Petra Březinová
Excise Duty Team
Leader
Be a true colleague
•
We treat others with kindness and respect
•
We lend a hand when we see someone in
need
•
We remember to have fun and enjoy our work
•
We strive to create a positive, safe and
supportive environment
What does it look like in action?
Being a true colleague means stepping up
when it matters most. A change in courier
policy required us to collect important
business documents from an off-site
location, which could have disrupted
productivity and added to already busy
schedules. Recognising this challenge,
one of our colleagues took the initiative to
manage these pickups. They made regular
trips to ensure that critical correspondence
was received on time, allowing colleagues
to stay focused on their work. This simple
yet impactful gesture saved valuable
time and strengthened our culture of
collaboration and support. These
small acts of kindness and
teamwork create a stronger,
more connected workplace.
Zornitsa Zlatanova
Risk and Collection
Manager BG
Our people continued
27
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Culture Champions
Our Culture Champions Awards celebrate
colleagues who embody the spirit of Eurowag
and have made a significant impact on
our culture.
Each year, we recognise colleagues and
leaders who are true role models and
demonstrate our values in everything they do.
Our Culture Champions become part of the
People and Culture Ambassadors Network,
and they help foster a better culture and act as
the voice of employees across the Group.
In 2024, we have awarded colleagues in the
following categories:
•
Leader of the year – a true role model of
great leadership
•
Excellence champion – someone who
continuously showcases outstanding
performance and accountability across
customer excellence, operational
excellence, or product development
•
Growth champion – someone who drives
business growth by consistently seeking
ways to innovate, change and improve
•
Teamwork champion – someone who is
reliable and trustworthy, and connects
people and teams for greater outcomes
•
Community champion – someone who
actively participates in internal and external
community activities, promotes social and
environmental responsibility, supports DEI
initiatives and gives back to the community
•
Founder’s award, chosen by our Chief
Executive Officer and founder, Martin Vohánka
– someone who demonstrates extraordinary
entrepreneurship and innovation to contribute
to Eurowag’s success
Diversity, equity and inclusion
Our commitment to DEI stems from the
understanding that diversity in leadership
and throughout the Company is essential for
fostering an inclusive workplace, enhancing
diverse thinking, and driving creativity
and effectiveness.
To achieve the greatest impact, we began our
DEI journey by focusing on gender diversity as
the first priority of our strategy.
In 2024, we built upon our established DEI
strategy and its proven pillars, ensuring our
activities became even more inclusive.
Inclusive recruitment
We implemented gender-neutral job postings
and diverse interview panels, laying the
groundwork for establishing formal inclusive
policies in 2025, in collaboration with the
talent acquisition team and HR managers.
Additionally, Eurowag partnered with AjTyvIT, a
Slovak organisation supporting women in IT, to
further enhance our commitment to gender
diversity in tech. Together, we organised a
special workshop for high school girls and
supported campaigns encouraging more
young women to pursue studies in technology.
Women’s engagement
and community
We continued hosting online and local
meetups, which have successfully extended
our activities to all acquired companies. These
meetups allowed us to better understand the
unique needs of our local employees, enabling
us to identify areas requiring additional
support and information. Insights from these
gatherings now serve as a foundation for
shaping our inclusive policies.
The highlight of the year was the June
Women’s Summit, where our brand
ambassador, Iwona Blecharczyk, delivered a
keynote address. She shared her inspiring
career transformation, from truck driver to
business owner, encouraging women across
the Eurowag Group to connect, explore their
ambitions and gain inspiration.
Career development
Learning and development
In 2024, we piloted a highly successful internal
mentoring programme. This initiative paired 23
women from across the organisation with
experienced leaders and specialists (both
male and female) to exchange knowledge,
foster personal growth and support career
development.
Feedback highlighted the programme’s role in
enhancing self-awareness and promoting a
sense of belonging and inclusion. Encouraged
by its success, we plan to re-launch the
programme in 2025, with applications opening
on International Mentoring Day.
Through our learning and development
initiatives, we are looking to support our
colleagues’ personal and professional growth,
through training programmes, e-learning
courses, workshops, career development
tools, and certification opportunities.
As a way to support our current and future
leaders, we launched the Leadership Design
Journey, a framework that nurtures our
employees’ leadership capabilities and the
extended leadership team community – a
development programme that engages 48 of
our senior leaders in strategic business topics.
Other resources available to our employees
include Goodhabitz, a digital training library
which offers access to more than 175 topics,
self-study opportunities on Coursera and
online language tutoring.
28
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Financial review
Chief Financial Officer’s review
Oskar Zahn
Chief Financial Officer
Consistent double-digit
growth, strong cash
generation and significant
decrease in net leverage
•
Total net revenue
1
+14.0% to €292.5 million
(FY 2023: €256.5 million)
•
Payment solutions net revenue
1
+13.6% to
€166.9 million, supported by strong growth
from toll revenues +50.2% and 10.8%
growth in active payment solutions trucks
•
Mobility solutions net revenue +14.6% to
€125.6 million, as a result of growth across
our fleet management and work time
management solutions and the
annualisation of Inelo
•
Adjusted EBITDA
1
+12.0% to €121.7 million
(FY 2023: €108.7 million), with an adjusted
EBITDA margin
1
of 41.6% (FY 2023: 42.4%)
•
Adjusted cash EBITDA
1
of €88.7 million,
+23.2% (FY 2023: €72.0 million)
•
Adjusted profit before tax
1
decreased to
€46.3 million (FY 2023: €56.7 million) due
to higher finance costs and amortisation
from intangibles. Statutory profit before tax
increased to €11.7 million (FY 2023: loss of
€39.3 million) with last year impacted by a
non-cash goodwill impairment
•
Strong cash generation reduced net debt
1
to €275.5 million (FY 2023: €316.8 million)
with net leverage
2
at 2.3x (FY 2023: 2.9x),
back within our target range of 1.5x-2.5x
•
As a result of outperformance in cash generation, a special dividend of 3.0p per share,
representing around €25.0 million, to be proposed and subject to approval at the AGM
in May 2025
Commenced phased rollout of industry-first integrated
platform, Eurowag Office
•
Capital expenditure of €46.0 million (FY 2023: €50.9 million), of which €35.0 million (FY23: 38 million)
was capitalised R&D investment in the development and integration of our products and
technology, including Eurowag Office, which got launched to the market in Q4 2024
•
Phased migration already started, with existing fleet management and navigation solutions
and a cohort of customers onto the platform with live-user testing
Key statutory financials FY 2024 FY 2023
YoY growth
(%)
Revenue (€m) 2,236.6 2,088.1 7.1%
Profit before tax (€m) 11.7 (39.3) 129.8%
Basic EPS (cents/share) 0.39 (6.62) 105.9%
Net revenue
1
(€m) 292.5 256.5 14.0%
Payment solutions net revenue (€m) 166.9 147.0 13.6%
Mobility solutions net revenue (€m) 125.6 109.5 14.6%
Alternative performance measures
1
FY 2024 FY 2023
YoY growth
(%)
Adjusted EBITDA (€m) 121.7 108.7 12.0%
Adjusted EBITDA margin (%) 41.6% 42.4% (0.8)pp
Adjusted cash EBITDA (€m) 88.7 72.0 23.2%
Adjusted basic EPS (cents/share) 4.65 6.49 (28.4)%
29
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
FY 2024 operational KPIs FY 2024 FY 2023
YoY growth
(%)
New Group KPIs
Total active trucks
3
302,076 274,715 10.0%
Average number of products per truck
3
2.7 2.5 0.2
Net promoter score (points) 40 39 1pt
Subscription revenue (%) 26.8 26.6 0.2pp
Payment solution KPIs
Average active payment solutions customers
4
20,459 18,379 11.3%
Average active payment solutions trucks
4
103,988 93,882 10.8%
Payment solutions transactions
5
46.1m 37.4m 23.3%
Notes:
1. Please refer to the Performance review section and see Note 2 Alternative Performance Measures (“APMs”) of the
accompanying financial statements. The Group used “Net revenue”, defined as revenue less costs of goods sold in the
Annual Report and in other information supplied to markets, a subtotal similar to gross profit.
2. Net leverage covenant calculation, as per our bank definition, uses Adjusted EBITDA for the last twelve months divided by
net debt which includes lease liabilities and derivative liabilities (Note 13).
3. An active truck is defined as a vehicle that has paid for a service in a given month. Average number of products per truck is
defined as the average number of products used by an active truck in a given month.
4. An active customer or truck is defined as using the Group’s payment solutions products at least once in a given month.
5. Number of payment solutions transactions represents the number of payment solutions transactions (fuel and toll
transactions) processed by the Group for customers in the period.
Financial review
Another strong financial performance from the Group driven by increased net revenue and cost
efficiencies. Net revenue performance was supported by payment solutions growth of 13.6% and
mobility solutions growth of 14.6%. Net revenue growth in the period would have been 9.9%,
assuming a full year contribution from Inelo from 1 January 2023. Our adjusted EBITDA increased
by 12.0% to €121.7 million (FY 2023: €108.7 million) and the Adjusted EBITDA margin decreased
slightly to 41.6% (FY 2023: 42.4%), in part due to higher credit losses in the year. Adjusted cash
EBITDA increased by 23.2% to €88.4 million (FY 2023: €72.0 million) as a result of higher EBITDA
and slightly lower capitalised R&D spend.
On a statutory basis, the Group reported a profit before tax of €11.7 million (FY 2023: loss of
€39.3 million), an increase of 129.8% year-on-year, mainly as a result of a goodwill impairment in
FY 2023 of €56.7 million which didn’t reoccur in FY 2024. Basic EPS increased by 105.9% to 0.39
cents per share (FY 2023: 6.62 cents loss per share). Adjusted basic EPS decreased year-on-year
to 4.65 cents per share (FY 2023: 6.49 cents) driven by lower Adjusted net profit attributable to
equity holders.
The above trading performance contributed to a positive Net debt reduction to €275.5 million
(FY 2023: €316.8 million) and an improved Net leverage ratio of 2.3x (FY 2023: 2.9x).
Performance review
As in prior years, adjusted and other performance measures are used in this announcement to
describe the Group’s results. Adjustments are items included within our statutory results that are
deemed by the Board to be one-off by virtue of their size and/or nature. Our adjusted measures
are calculated by removing such adjustments from our statutory results. Note 2 of the
accompanying financial statements includes reconciliations.
Adjusted
(€m)
Adjusting
items
(€m)
FY 2024
(€m)
Adjusted
(€m)
Adjusting
items
(€m)
FY 2023
(€m)
Net revenue 292.5 — 292.5 256.5 — 256.5
EBITDA 121.7 14.8 106.9 108.7 78.9 29.8
EBITDA margin (%) 41.6% — 36.5% 42.4% — 11.6%
Depreciation, amortisation and impairments (45.7) 19.8 (65.5) (40.4) 17.1 (57.5)
Share of net loss of associates (0.7) — (0.7) (0.5) — (0.5)
Operating profit/(loss) 75.3 34.6 40.7 67.8 96.0 (28.2)
Finance income 2.7 — 2.7 14.7 — 14.7
Finance costs (31.7) — (31.7) (25.8) — (25.8)
Profit/(loss) before tax 46.3 34.6 11.7 56.7 96.0 (39.3)
Income tax (14.0) (5.2) (8.8) (10.0) (5.8) (4.2)
Profit/(loss) after tax 32.3 29.4 2.9 46.7 90.2 (43.5)
Loss after tax from discontinued operations — — — (0.5) — (0.5)
Basic earnings per share (cents) 4.65 — 0.39 6.49 — (6.62)
FY 2024
(€m)
FY 2023
(€m)
YoY
(€m)
YoY growth
(%)
Revenue 2,236.6 2,088.1 148.5 7.1%
Payment solutions 2,111.0 1,978.6 132.4 6.7%
Mobility solutions 125.6 109.5 16.1 14.6%
Net revenue 292.5 256.5 36.0 14.0%
Payment solutions 166.9 147.0 19.9 13.6%
Mobility solutions 125.6 109.5 16.1 14.6%
The Group’s revenue increased by 7.1% year-on-year to €2,236.6 million, driven mainly by higher
volumes partially offset by lower fuel prices (a corresponding increase was reported for costs of
energy sold). Revenue is reported net of Toll volumes charged to customers on behalf of Toll
Operators. Revenue, including Toll charges and net of customer discounts, was €3,751.9 million
(FY 2023: 3,214.2m) and grew by 16.7%, as a result of our geographical expansion of our EETS
Toll solution and the new CO
2
charges imposed on drivers in Germany and Austria.
30
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Performance review continued
The Group delivered double-digit net revenue growth of 14.0% to €292.5 million, of which
€53.1 million was contributed by Inelo. Payment solutions net revenue grew by 13.6% year-on-year.
As mentioned above, this increase reflects strong growth in toll net revenues of 50.2%, primarily
as a result of new CO
2
charges in Germany and Austria, as well as strong EVA sales due to
geographical expansion of our EETS solution. Mobility solutions net revenue grew by 14.6%
year-on-year, reflecting growth across transport management, work time management and fleet
management solutions, as well as the annualisation of Inelo.
Corporate expenses
Statutory operating expenses decreased by €33.1 million to €251.1 million (FY 2023: €284.2 million).
If we exclude the impact of goodwill impairment in FY 2023, there was an increase in statutory
operating expenses driven by increased depreciation and amortisation, higher impairment losses
of financial assets and increased operational spend to support net revenue growth. Further
details are provided below.
Adjusted
(€m)
Adjusting
items
(€m)
FY 2024
(€m)
Adjusted
(€m)
Adjusting
items
(€m)
FY 2023
(€m)
Employee expenses 92.3 3.4 95.7 85.1 11.7 96.8
Impairment losses of financial assets 13.6 — 13.6 8.9 — 8.9
Impairment losses of non-financial assets — — — 0.0 56.7 56.7
Technology expenses 15.6 5.6 21.2 13.9 5.0 18.9
Other operating expenses 54.1 5.8 59.9 50.0 5.5 55.5
Other operating income (4.8) — (4.8) (10.1) — (10.1)
Total operating expenses 170.8 14.8 185.6 147.8 78.9 226.7
Depreciation and amortisation 45.7 19.8 65.5 40.4 17.1 57.5
Total 216.5 34.6 251.1 188.2 96.0 284.2
Adjusted total operating expenses increased by €23.0 million to €170.8 million, of which
€5.2 million related to the annualisation of Inelo. Adjusted employee expenses increased by 8.4%
year-on-year to €92.3 million. This increase was driven by salary increases as well as hiring the
right people to support the business through the next phase of our transformation. Impairment
losses of financial assets increased to €13.6 million (FY 2023: €8.9 million) as a result of higher-
than-expected company insolvencies, particularly in markets such as Poland, Romania, Hungary
and Portugal, peaked in the first half the year. The credit loss ratio increased marginally to 0.4%
from 0.3% as the Group has robust credit risk management and cash collection processes.
Adjusted technology expenses increased by 12.2% year-on-year to €15.6 million (FY 2023: €13.9
million) reflecting the Group’s focus on technology transformation and cloud transition. Other
operating income decreased by 52.5% year-on-year to €4.8 million (FY 2023: €10.1 million); last
year’s balance included a favourable FX forward gain of €8.0 million, while in this year’s balance,
€3.0 million relates to a legal settlement of a dispute following an acquisition. Adjusted
depreciation and amortisation grew by 13.1% year-on-year to €45.7 million (FY 2023: €40.4
million), primarily due to the amortisation of acquired assets of Inelo.
Adjusting items
In FY 2024, the Group incurred costs of €34.6 million (FY 2023: €96.0 million), which were
considered Adjusting items and have been excluded when calculating Adjusted EBITDA and
Adjusted profit before tax. These are summarised below:
FY 2024
(€m)
FY 2023
(€m)
M&A-related expenses 6.3 4.4
ERP implementation
1
and integration expenses 6.3 5.3
Strategic transformation expenses
1
— 1.8
Share-based compensation 2.2 6.5
Impairment losses of non-financial assets — 56.7
Restructuring costs — 4.2
Adjusting items in operating expenses 14.8 78.9
Adjusting Items in depreciation and amortisation 19.8 1 7.1
Total Adjusting items 34.6 96.0
Note:
1. With the conclusion of the transformation programme at the end of 2023, with the exception of the SAP implementation,
expenses are no longer categorised as strategic transformation expenses. As a result, FY 2023 SAP related costs of €5.3m
have been reclassified as an ERP implementation expenses.
M&A-related expenses are primarily professional fees in relation to exploring opportunities for
future growth but also includes a €2 million settlement agreement with the Inelo shareholders.
ERP implementation and integration expenses were €6.3 million in the year, of which €6.1 million
(FY 2023: €5.3m) relates to the ERP implementation. We anticipate a further €13 million of
expenses relating to this implementation until the end of 2026. Strategic transformation expenses
relating to integration costs of Inelo were negligible this year, compared to last year of €1.8 million.
Share-based compensation primarily relates to compensation provided prior to the IPO. These
legacy incentive plans comprise of a combination of cash and share-based payments. No further
share-based compensation adjusting expenses are expected in the future. Amortisation charges
of €19.8m relate to the amortisation of acquired intangibles in FY 2024 (FY 2023: €17.1m); the
increase is due to the annualisation of Inelo.
Net finance expense
Net finance expense in FY 2024 amounted to €29.0 million (FY 2023: €11.1 million). Finance costs
increased mainly as a result of a full 12 months of debt following the Inelo acquisition together
with higher factoring fees. Finance income reduced in-line with expectations as FY 2023 income
included a gain arising from a change in functional currency of our payment solutions Czech
entity in 2023.
Financial review continued
31
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Taxation
The Group’s Adjusted effective tax rate increased to 30.3% (FY 2023: 17.6%) primarily due to higher
non-deductible interest expense relating to acquisition loans, increased rates in key tax regimes
where the Group operates, reduced positive impact from foreign currency changes and some
additional charges relating to previous years. Corporate income tax in the Czech Republic increased
from 19% in 2023 to 21% in 2024; in the UK the rate increased from 19% on 5 April 2023 to 25%, and in
Slovenia the rate increased from 19% in 2023 to 22% in 2024, while in Spain the rate remains at 24%.
Further details can be found in Note 7 of the accompanying financial statements.
Earnings per share (“EPS”)
Adjusted basic EPS decreased by 28.4% to 4.65 cents per share (FY 2023: 6.49 cents per share).
Despite achieving an increased EBITDA, higher depreciation and amortisation together with increased
finance expenses and tax led to an overall decrease. Basic EPS for 2024 was 0.39 cents per share,
a 105.9% year-on-year increase.
Pay-out of deferred consideration and acquisition of
non-controlling interests
In 2024, the Group paid deferred acquisition considerations of €9.8 million in respect of subsidiaries
and €27.5 million in respect of non-controlling interests. Refer to Note 9 of the financial statements.
Cash and adjusted cash EBITDA performance
During the period, the Group reported a net debt inflow of €41.3 million (FY 2023: outflow of
€319.6 million). The basis of deriving this net debt movement is set out below:
Management free cash flow
FY 2024
(€m)
FY 2023
€m)
Adjusted EBITDA 121.7 108.7
Non-cash items in Adjusted EBITDA 14.8 10.6
Tax (11.5) (9.3)
Net interest (23.7) (17.2)
Working capital 46.0 (44.4)
Free cash 147.3 48.4
Adjusting items – cash (9.1) (18.0)
Capital expenditure
1
(45.7) (48.5)
Payments related to previous acquisitions (37.3) (297.7)
Repayment of lease obligations (5.2) (5.4)
Other
2
(8.7) 1.5
Movement in net debt inflow/(outflow) 41.3 (319.6)
Opening Net debt/cash
3
(316.8) 2.8
Closing Net debt/cash
3
(275.5) (316.8)
Note:
1. Includes proceeds from sale of assets.
2. Other includes finance costs relating to factoring and bank guarantees, FX movements, and other non-cash adjusting items.
3. Please refer to Note 2 Alternative Performance Measures (“APM”) of the accompanying financial statements.
As at 31 December 2024, the Group’s net debt position stood at €275.5 million, compared with
€316.8 million as at 31 December 2023.
Tax paid increased to €11.5 million (FY 2023: €9.3 million), primarily due to increased profitability
together with increased payments on account required in jurisdictions such as the Czech
Republic (€4.6 million) and Poland (€2.8 million).
Interest paid increased to €24.4 million (FY 2023: €17.4 million), reflecting a full year cost of debt
following the Inelo acquisition. Interest costs are expected to reduce as the Group continues to
focus on reducing its Net leverage position.
Non-cash items in Adjusted EBITDA predominantly relate to the add back of share awards issued
post-IPO and provision movements relating to credit losses of €14.8 million (FY 2023: €10.6 million).
Net working capital concluded with an inflow of €46.0 million (FY 2023: outflow of €44.4 million)
driven mainly by a decrease in trade and other receivables. Following the working capital outflow
in FY 2023, mainly due to challenging supply conditions in Spain, the Group worked hard to
implement numerous cash flow and liquidity initiatives which are reflected in a stable trade
payables position despite further growth in revenues. Inventory levels remained broadly in line
with the prior year. Improved cash collections at year end were assisted by the last two working
days falling during the week, as opposed to on a weekend the previous year. This additional time
allowed us to collect a higher amount of cash, process financed tax refunds and recover VAT
refunds. This inflow was partially reduced by an increase in trade and employee-related liabilities.
Adjusting items relates to ERP implementation expenses together with M&A-related expenses as
outlined in Note 2.
Adjusted Cash EBITDA grew 23.2% to €88.7m (FY 2023: €72.0m) as a result of adjusted EBITDA
growing by 12% year on year and lower capitalised R&D spend of €35.0m compared to €38.0m
last year.
Capital expenditure
Capital expenditure in 2024 amounted to €46.0 million (FY 2023: €50.9 million), with continued
investment in developing and maintaining our products as well as the development and
integration of Eurowag Office. Capitalised R&D spend was €35.0 million (FY 2023: €38.0 million),
of which €24.4 million was spent on products and the Eurowag Office and €10.6 million on
development of our technology and data systems which are the foundation of the integrated
platform and will enable us to scale. The remaining capital expenditure included €7.2 million on
OBUs which are a large driver of revenue growth and €3.8 million on infrastructure which mainly
relates to our legacy truck parks, buildings and IT hardware.
32
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Capital allocation and proposed special dividend
The Group’s capital allocation priorities, in order of importance, are to focus on investment in the
business to deliver strong organic growth and operational efficiencies, as well as deleveraging.
The Group has guided capitalised R&D to be capped at €50 million per year going forward, and
this will be invested in delivery of the platform, which includes maintenance and development of
the various products, as well as streamlining technologies and systems across the various
acquired businesses. With large acquisitions behind us, the Group will consider smaller bolt-on
opportunities that add new products to the platform or accelerate the number of trucks added to
the platform.
Following the strong outperformance in cash generation in FY 2024, the Board is proposing a
3.0p special dividend per share. Subject to shareholders’ approval on 22 May 2025, the ex-dividend
date for shareholders for the special dividend is Thursday 26 June 2025 and the record date is
27 June 2025, and the dividend is payable on 3 July 2025.
Our target for net leverage will remain at 1.5x-2.5x. Net leverage is expected to fall to around 2.0x
in FY 2025, after the payment of the proposed special dividend. The Board will continue to focus
on and evaluate the cash generation of the business and ensure flexibility of investment in the
business is maintained, before considering the return of any further cash to shareholders.
Financing facilities and covenants
The Group reduced its net debt position to €275.5 million (FY 2023: €316.8 million) delivering an
improved net leverage ratio of 2.3x (FY 2023: 2.9x net debt to Adjusted EBITDA) which is now
within the Board’s target range of 1.5x–2.5x. As at 31 December 2024, the Group was compliant
with all its financial covenants as shown in the table below.
Covenant Calculation Target
Actual
31 December
2024
Interest cover The ratio of Adjusted EBITDA to finance charges 
1
4.24
Net leverage The ratio of total net debt to Adjusted EBITDA 
2
2.34
Adjusted net leverage The ratio of the Adjusted total net debt to
Adjusted EBITDA Max. 6.50 3.77
Notes:
1. The Group agreed a lower interest cover from 4.0 to 3.5x in December 2024.
2. The covenant shall not exceed 3.50 in 2025 and onwards.
The Group also manages its working capital needs through the use of uncommitted factoring facilities,
with average financing limits of €138.7 million and average utilisation of 77.1% (FY 2023: €130.0 million
and 70.2% respectively), and through the use of uncommitted reverse factoring facilities in Spain
with year-end financing limits of €35.0 million and year-end utilisation of €18.5 million. This
demonstrates the Group's proactive approach to maintaining a strong financial position, and its
ability to optimise working capital.
Outlook and FY 2025 guidance
Eurowag has a proven track record of delivering double-digit organic growth, despite the
economic pressures seen across the CRT industry over the last few years. Looking ahead, we
are starting to see some signs of economic recovery in the first quarter with the load spot market
and kilometres driven improving in some of our larger markets such as Poland; however the
macro outlook across Europe remains uncertain. Notwithstanding this we remain confident in our
business model, our ability to cross-sell and the delivery of the integrated platform, all of which
underpin the Group’s confidence in delivering its FY 2025 guidance and continued strong cash
generation.
In-line with prior guidance, we expect low-teen net revenue growth and to maintain EBITDA
margin. Going forward capitalised R&D will be capped at €50m, excluding investment in infrastructure
and OBUs. As a result, we expect Adjusted Cash EBITDA to be between €90m and €100m.
The net leverage ratio will fall to around 2.0x, after the payment of the proposed special
dividend of €25.0m, remaining within our target range of 1.5x-2.5x.
The Board will continue to evaluate the cash generation of the business and ensure priority is
given to investing in the business in-line with its stated capital allocation priorities, before
returning any further cash to shareholders.
Oskar Zahn
Chief Financial Officer
24 March 2025
Financial review continued
33
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Identifying and
managing our risks
Risk management
Risk identification, assessment and management are central
to our internal control environment and risk management is
recognised as an integral part of ensuring that we make informed
decisions and achieve optimal efficiency in our operations.
Three lines of defence
Audit and Risk Committee
First line of
defence
Second line of
defence
Third line of
defence
Operations
Management
Internal controls
Control functions Internal audit
Risk ownership Risk control Risk assurance
Overview
Risk management is an ongoing process.
As with all businesses, our risks evolve constantly,
along with the environment in which we operate.
To pursue our strategic objectives, we have
established a risk management framework that
enables us to identify, evaluate, address,
monitor and report effectively the risks we face
and helps us achieve a balance between risks
and opportunities.
Risk management framework
Our risk management framework is designed
on the accepted system of three lines of
defence and in accordance with the Financial
Reporting Council’s (“FRC”) guidance on risk
management, internal control, and related
financial and business reporting. Within the
three lines of defence, the first line manages
and “owns” the risk; the second defines a
uniform management framework for each risk
category; and the third provides independent
confirmation of the effectiveness of the risk
management process. The Group’s internal
audit function is partially outsourced to KPMG
concerning the audit’s delivery. The Board has
overall responsibility for managing risks.
This includes identifying and monitoring the
principal risks that might prevent the Group
from achieving its strategic objectives and
determining the extent and severity of risks we
are willing to undertake – our risk appetite. The
Audit and Risk Committee acts on behalf of
the Board and is responsible for supervising
the design of the risk management framework
and its activities. In addition, we have
established a Business Assurance Committee
comprised of members of the second line of
defence, representatives of the business, and
selected members of the Executive Committee.
This Committee is responsible for more
hands-on, systematic risk management
activities, including reviewing governance,
approving risk assessments, monitoring risk
exposure and managing incidents. It escalates
matters of importance to the Board’s Audit and
Risk Committee.
34
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Principal risks heat map
The heat map below shows the outcome of the processes for the principal risks assessment.
This shows the relative likelihood and impact of the principal risks identified. Risks rated as
high and critical are devoted a significant focus on their further mitigation and monitoring.
1 Product demand decline risk
2 Fuel supplies risk
3 EETS service-level agreement (“SLA”)
compliance risk
4 External parties’ dependency risk
5 Technology security and resilience risk
6 Personnel dependency risk
7 Climate change risk
8 Physical security risk
9 Regulatory and licensing risk
10 Clients’ default risk
11 Processes execution risk
12 Liquidity risk
Risk appetite
The goal of risk management is to ensure that
the Group is exposed only to certain types and
severity of risk. This is defined as risk appetite.
Risk appetite determines those risks that the
Group is willing to take and how to reduce and
avoid risk in pursuing our strategic and
operational objectives. The Group recognises
the following categories of risk appetite:
Low appetite – we are not willing to be
exposed to the respective risks and thus all
the risks need to be mitigated to the highest
possible extent. This appetite corresponds to
low risk rating.
Medium appetite – we are willing to be
exposed to some of the risks falling into the
category, to a limited extent. The full mitigation
of these risks needs to be considered in the
cost and business perspectives. This appetite
corresponds to medium risk rating.
High appetite – we are willing to be exposed to
the respective risks. The risks are monitored,
however, and their mitigation is done
opportunistically. This appetite corresponds to
high risk rating.
The Board has ultimate responsibility for
defining risk appetite, but the initial proposal
comes from the Executive Committee. The
Board ultimately reviews and approves this risk
appetite and evaluates whether the mitigation
measures assigned to principal risks are
adequate. The Board also reviews whether the
internal controls are adequate and effective.
Risk appetite reviews take place at least
annually, taking into account changes in our
business environment, economic situation,
geopolitical situation, internal initiatives and
developments in our exposure to principal risks.
Emerging risks
The Group continues to monitor and assess
emerging risks (emerging risks are those which
may develop but have a greater uncertainty
attached to them). This is done through both
bottom-up and top-down discussions held
across the businesses and with select subject
matter experts with an aim to identify new
principal risks and changes in the existing
ones. The most significant emerging risks,
based on their potential financial and
reputational impacts, are technical issues
with Polish toll (non-EETS) and continuously
the conflict in the Middle East. In particular,
we keep under review the potential impact
of this emerging risk to fossil fuel prices and
fuel supplies.
Principal risks
The principal risks are the Group-wide key
risks that pose the highest threat to our
business and strategic objectives. They are
proposed by the Executive Committee and
selected subject matter experts, with the
Board ultimately responsible for defining and
approving them. The process is as follows:
•
Identify the Group’s key principal risks
•
Identify the current mitigation measures
•
Evaluate the identified risks – estimating
their impacts and probability of happening
•
Determine the current trends in risk
evaluation criteria
•
Identify forward-looking measures
The Audit and Risk Committee discusses
and reviews the principal risks quarterly.
IMPACT
LIKELIHOOD
CatastrophicInsignificant
Almost
certainRare
4
6
8
2
7
9
11
5
3
Evaluation change
Increased
Decreased
At appetite level
Yes
No
12
1
10
Risk management continued
35
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Principal risks register
The list below provides further details on our identified principal risks, trends of their exposure
and the mitigation measures implemented.
Our operating results are dependent on the
conditions in the European economy and its
cycles. The volume of customer payment
transactions and customer demand for the
products and services provided by the Group
correlate with current and prospective
economic conditions across Europe. Economic
downturns are generally characterised by
reduced commercial activity and trade,
resulting in reduced demand and use of our
products and services by customers. The
economy continues to see indications of
recession, persistent weaknesses in supply
chains, which are exacerbated by the crisis in
the Middle East, high inflation, high nominal
interest rates, volatile currencies and reduced
customer demand. Eventual decline in demand
would adversely affect the Group’s current and
prospective business and financial condition.
During the year, relevant market indicators
(loads to transport capacity – values: 06/22
– 85%; 06/23 – 59%; 06/24 – 77%; 09/24 – 81%
and 12/24 – 72%; and transportation and
storage bankruptcies – peak Q2 2023, since
then gradual decline) are stabilising to values
of 2022. On the other hand, the ongoing
recession in the German economy, and in
particular the slowdown in the German
automotive industry, could have a significant
impact on the CRT industry in the upcoming
time period.
Risk trend
Increasing
•
Ongoing recession in the German economy,
and in particular the slowdown in the
German automotive industry
•
The current managed risk rating is above the
Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
Reducing dependency on a single economy
•
Reducing dependency on non-EUR currency
•
Diversification of products and services
offering also through M&A activities and
implementation of the subscription-based
revenues
•
Geographical expansions – EU and
non-EU countries
•
Strategy positioning flexibility – thanks to
wider portfolio of products, capability to
adjust the offer for customers to meet
their needs
The Group recognises a risk of insufficient fuel
at its energy payments network, payments
reducing across its network and increased
prices of fuel (impact on clients), as a consequence
of imposed sanctions due to the Russian
invasion of Ukraine and potential consequences
of unrests in the Middle East, which are causing
delays in cargo vessels and an increase in
crude oil prices.
The sixth sanctions package, imposed by the
European Commission, has introduced
prohibitions related to crude oil and petroleum
products, mainly in terms of their purchase,
import and transfer. Due to this package, the
Group is continuously exposed to the risk of
balancing product disruption in Central Europe
caused by the ban on the export of products
produced from crude oil originating in Russia
and delivered via the Druzba pipeline.
Disrupted product balancing in Central Europe
(Austria, Czech Republic, Slovakia and
Hungary) could lead to a lack of products in
certain markets during certain periods.
Additionally, the ongoing conflicts in the Middle
East, such as the Iran-Israel tensions, have
introduced a significant risk to oil prices. In
general, conflict in that region can disrupt oil
supply chains, affecting both production and
transportation. Any disruption to oil exports
from major Middle Eastern producers could
lead to shortages and price spikes also in our
regions. These risks could have an adverse
impact on the Group’s financial position,
operations and business.
Risk trend
Increasing
•
Due to the continuous conflict in the
Middle East
•
The potential escalation of the conflict,
which can exacerbate the impact
•
The current managed risk rating is above the
Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
Centralised procurement team for energy
supplies and logistics
•
Continuous monitoring and reporting on the
situation development of fuel supplies crisis
•
Scenarios analysis of potential future
development and a preparation of
preventive and mitigation actions in case of
different scenario materialisation
•
Diversification of different types of energies
(eMobility, LNG)
•
Stabilisation of the fuel market in EEA,
stabilisation of supplies
•
Fuel procurement strategy is fully compliant
with EU legislations and sanctions: we have
been focusing on local fuel procurement
versus cross-border deliveries. We are
confident that we can provide high-quality,
EU-origin, competitive Diesel, LNG and
AdBlue to our customers
Increasing
Stable
Decreasing
Attract (Be in every truck) Engage (Drive customer-centricity)
Monetise (Grow core services) Retain (Expand platform capability)
1
Product demand decline risk
2
Fuel supplies risk
36
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The Group’s business is dependent on several
key strategic relationships with third parties,
the loss of which could adversely affect our
results. Key partners mainly fall into the
following categories – fuel suppliers,
acceptance network, toll chargers and
technology service providers. Failure or
termination of relationships with key external
partners could have a negative financial,
business and operational impact.
Risk trend
Stable
•
The current managed risk rating is at the
level of the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
IT vendors management policy – setting the
standards for vendor selection, contract
reviews and signature and vendor monitoring
•
Centralised vendor management
•
Centralised procurement team for energy
supplies and logistics
•
Centralised development and maintenance
for acceptance network
•
Contract management rules and
attestation rules
•
Centralised legal counsel – aids contract
elaboration and reviews
•
New IT system for orders and invoice
management
•
Continuous implementation of improvements,
which are a result of human rights risk
assessment – human rights training, Code of
Conduct for suppliers, and supplier
onboarding process
The Group is a licensed EETS provider with a
completed certification in a number of
countries/domains – Germany, Belgium,
Hungary, Austria, Poland, Sweden, Denmark,
Czech Republic, Spain, Portugal and Slovakia.
Each domain has its own strict SLAs for
services availability. Examples of the most
critical SLAs:
•
EETS CZ – OBU data delivered within
four hours – 99.8%, blacklist/whitelist
delivered every two hours
•
EETS HU – OBU data delivered within
15 minutes – 97.5%
•
EETS SK – incident fix time for critical
incident within four hours; after that every
hour a contractual penalty
Compliance with the SLAs is monitored and
evaluated on a monthly basis. If we are not
able to meet the SLAs, we will be penalised
with contractually agreed financial penalties
and, in the worst case, our EETS domain
certification could be withdrawn. The risk
increases with each new domain released,
especially with the upcoming EETS in Bulgaria,
which has very strict SLAs underlined by
significant penalties. Eurowag is experiencing
a number of operational incidents that are
resulting in non-compliance with the EETS
Charger SLAs and consequent penalties, the
trend of the incidents and their magnitude is
decreasing due to improvements made on the
Group’s systems.
Risk trend
Decreasing
•
Due to the continuous systems performance
and resilience improvements
•
Due to secured sufficient and expert 24/7
technical support
•
The current managed risk rating is above the
Group’s approved risk appetite; a mitigation
plan is in place and will be largely delivered
in 2025
Link to strategic priorities
Mitigation measures
•
The Group has ensured 24/7 L1 support
provided by Webeye and 24/7 technical
support provided by an external partner
•
Performance monitoring is in place and
connected to Webeye’s ticketing system.
In case of disruption an incident process
is triggered
•
Automated regular monitoring of adherence
to contractually set SLAs is in place
•
Incidents management process in place
•
Increased performance and capacities of
the EETS systems
•
Release of the new version of the integration
system, Uhura, which addresses most of the
causes of past incidents
•
Continuous creation of recovery procedures
in case of components failure
Increasing Stable DecreasingAttract Engage Monetise Retain
3
EETS SLA compliance risk
4
External parties’ dependency risk
Risk management continued
37
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The Group’s business relies on technology and
data confidentiality, integrity and availability.
As with other businesses, we are subject to
the risk of external security and privacy breaches,
such as cyber attacks. These attacks are
continuously increasing in number and
sophistication, particularly those coming from
Russia. If we cannot adequately protect our
information systems, including the data we
collect on customers, it could result in a
liability and damage to our reputation.
Moreover, the Group has been active in its
M&A activities and, where a newly acquired
company does not have IT security standards
at the same level as the Group, the enlarged
Group exposes itself to an increased risk.
Additionally, if the technology we use to
operate the business and interact with
customers fails, does not operate to
expectations or is not available, then this could
adversely affect our business and results.
Risk trend
Increasing
•
Due to the continuously increasing number
and sophistication of cyber threats
•
The Group plans significant improvements in
the IT security for 2025
•
The current managed risk rating is above the
Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
The Group protects itself against cyber
attacks by continuous implementation
and improvement of the cyber security
standards, with an endeavour to follow
ISO 27001
•
The Group has established three lines
of defence with clear responsibilities
regarding cyber security
•
The existing IT security level of newly
acquired companies is considered before
their systems are integrated with Group
systems
•
The Group conducts ongoing audits of the
security of its IT systems and its internal
controls. Any findings are logged, remediation
activities are planned, due dates are set and
regular reports are made to the Executive
Committee and the Audit and Risk Committee
The Group’s success depends on its Executive
Committee members, our Chief Executive
Officer and Founder and other key personnel,
and our ability to secure the capabilities to
achieve our strategic objectives. Lack of
capability and the loss of key personnel could
adversely affect our business. Moreover, the
current economic environment and competition
in the job market are increasing the risk of
retaining key personnel and acquiring
new talents.
Risk trend
Stable
•
The current managed risk rating is at the
level of the Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
Establishing and nurturing a talent pool
to maintain the required skills level within
the Group
•
Annual salary review process in place to
reflect inflation, market salary levels and
performance ratings
•
Long-term retention plans for the talent pool
•
Elaboration of the succession plans, providing
adequate training for chosen successors
•
Eurowag Group commitment to greater
diversity, equity and inclusion
•
Key personnel rotation for selected functions
5
Technology security and resilience risk
6
Personnel dependency risk
Increasing Stable DecreasingAttract Engage Monetise Retain
38
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
•
Formalisation of the Group’s sustainability
strategy and net zero plan, including carbon
reduction targets for our operations; the
development of targets and actions to
reduce Scope 3 emissions across our value
chain; and a clear transition plan away from
fossil energies towards being a net zero
business by 2050
•
Commitment to reduce GHG emissions from
our own operations and become a zero
emissions operation by 2040
•
Engagement with OEM manufacturers to
help with developing lower carbon-intensive
vehicles, with greater tracking and
monitoring of environmental impacts, and
lower life cycle emissions
•
Inclusion of the adaptation to the potential
impacts of extreme weather events, driven
by climate change, and the impact on both
people and physical assets, into our
business continuity plans and asset
management planning
•
Increased transparent reporting of carbon
emissions and related actions to reduce
emissions, aligned with the Corporate
Sustainability Reporting Directive (“CSRD”),
the Carbon Disclosure Project (“CDP”), etc.
•
Inclusion of financial risk stemming from
climate change in our financial modelling
and financing approaches, including formal,
structured scenario analysis to assess the
physical, transitional and liability risks for
Eurowag and its assets, using the outputs
to inform ongoing risk assessment and
mitigation measures, as well as reporting
in-line with TCFD
Climate change and the transition to a net zero
future represent both a risk and an opportunity
for the Group. Our reputation, resilience, operating
and compliance costs and diversification of
revenue will all be influenced by our pace of
action, the pace of the energy transition in the
CRT sector, and by our stakeholders, including
customers, investors and regulators, across the
short, medium and long term. Our business
generates a significant proportion of revenue
from fees for selling energy to the CRT sector,
currently predominantly diesel fuel, so as the
CRT moves away from fossil energies, there is a
risk of stranded assets. We are aware that
changes in road transport policy and regulations,
the cost of carbon, carbon taxation, changes in
market demand for alternative fuel and clean
mobility solutions, and pace of adoption of
low-carbon or carbon neutral fuels/energies by
our customers will all influence the level of risk
and opportunity for the business. We face
transitional risk from the potentially higher
investment needs coming from new policies,
laws and other regulations designed to address
climate change, as well as from changes in
technologies and customer expectations.
Liability risks could then arise from a failure to
mitigate, adapt to, disclose or comply with
changing regulatory expectations. We also
recognise that climate-related extreme weather
events could pose a physical risk to business
continuity for our physical assets, as well as the
health, safety and wellbeing of our workforce
and customers. The Group already recognises
the impact of weather changes on delays and
the decrease in transactions linked to seasonal
transport in some regions. Furthermore, we
recognise that we are responsible for reducing
our own carbon footprint, as well as developing
solutions to help customers reduce their footprints
and make the transition to a low-carbon future,
accelerating the transformation of the
CRT industry.
Risk trend
Increasing
•
Due to scientific predictions and upcoming
actions of regulators, countries and
community leaders
•
The Group has a strategy in place to mitigate
the risk to the risk appetite level
•
The current managed risk rating is above the
Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
Investment and business development in a
portfolio of alternative fuels and technologies
– including electrification (investment in Last
Mile Solutions, a leading eMobility platform
solution), renewable or synthetic fuels and
Decarbonisation as a Service – to accelerate
the transition to a low-carbon future in the
CRT sector, avoid stranded assets in our own
portfolio mix and increase the proportion of
revenue Eurowag generates from EU
Taxonomy-classified activities
•
Investment in digitalisation and technologies,
including route optimisation, driver behaviour,
loads optimisation, high-capacity vehicles
and increased telematics installations, to help
our customers improve efficiency and reduce
energy intensity per kilometre
Increasing Stable DecreasingAttract Engage Monetise Retain
7
Climate change risk
8
Physical security risk
The Group operates a number of truck parks
and offices, and these are exposed to security
threats. A security threat materialising as a
result of insufficient protection or natural
disasters would result in danger to the health of
our employees and customers, and significant
business disruptions. This risk is increased with
the Russian invasion of Ukraine and potential
escalation of the conflict to the other countries,
including those where the Group has its
employees and assets. Moreover, there is an
increasing risk of security threats as a result of
the impact of the war. These are not limited to
energy crisis and potential fuel shortages at the
Group’s petrol stations.
Risk trend
Stable
•
The current managed risk rating is above the
Group’s approved risk appetite
Link to strategic priorities
Mitigation measures
•
Implementation of the health and safety
plans on the Group’s truck parks to avoid
security threats materialisation
•
Having in place emergency plans and staff
trained on the acting in the emergency
situations
•
Petrol stations security rules and system for
prevention against physical security threats
and their regular control and revision
•
Business continuity plans in place and their
regular testing and revision
Risk management continued
39
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The Group relies on numerous licences for the
provision of its on-road mobility products.
These include wholesale and retail permits
required for the provision of fuel products, as
well as fuel station operating licences for its
truck parks, EETS licence and EETS certifications
in a number of countries, electronic money
institution licence required for the provision of
financial services, and an insurance distribution
licence. As a consequence of holding these
licences and certifications, the Group is subject
to strict regulatory requirements (governance,
products, IT security and operational) of
regulatory bodies in respective jurisdictions.
Non-compliance with these can result in fines,
suspension of business or loss of licences.
Other key regulatory requirements are undertaken
by governance and compliance with UK listing
rules, anti-money laundering (“AML”) and
sanction laws, personal data-protection laws,
Czech National Bank regulation, fuel-reselling
legislation, and EETS regulation. In addition,
changes in laws, regulations and enforcement
activities are accompanied with the cost of
implementation and may well adversely affect
our products, services and markets.
Risk trend
Increasing
•
Due to upcoming legislative changes (UK
Governance Code changes, new IT security
legislation (NIS2, DORA), sustainability
reporting legislation (European Sustainability
Reporting Standards)) and further expansion
of the Group’s business activities within
highly regulated markets
•
The current managed risk rating is above the
Group’s approved risk appetite
•
The Group focuses on delivering the
technology roadmap and is focusing on
improvement of its internal controls’
effectiveness, to address the gap between
risk appetite and risk rating
Link to strategic priorities
Mitigation measures
•
Legal and compliance business partners
dedicated for all business units, with
regulation watch implied
•
Continuous improvement of the risk
management control framework, specifically
in terms of regulatory and licensing
risks mitigation
•
Involving legal and compliance counsels
in new-markets entry process
•
Implementing Group-wide AML policy,
partner screening directive and detailed
AML directive
•
Regular AML re-screening of customers who
use regulated financial services
•
Annual AML audit with sufficient results
•
Group-wide personal-data protection policy
and detailed GDPR directive
•
Continuous technical and personal
improvements of the EETS
ecosystem operations
The Group faces credit risks associated with
our clientele, notably those within the small to
mid-sized CRT business sector. Our exposure
is particularly pronounced within our payment
solutions segment, where we extend financing
to customers based on deferred payments
for energy consumption and toll balances.
An inadequate assessment and monitoring of
the creditworthiness of these counterparties
could potentially lead to elevated credit
losses, impacting our financial health and
operational stability.
Credit losses were higher than expected in the
first half of the year and decreased in the
second half. New cases remained high in
Poland, Estonia, and Hungary. Losses rose
again in Q4 due to continued high case inflow
in these countries.
Risk trend
Increasing
•
Due to potential impacts on fuel prices arising
from the conflict in the Middle East
•
The current managed risk rating is above the
Group’s approved risk appetite. The risk is
closely monitored and reported and
improvements to model calibration are being
implemented
Link to strategic priorities
Mitigation measures
•
Initial credit evaluation: when a customer
joins, the Group conducts a detailed credit
assessment, including a financial review and
business analysis, backed by reputable
database information
•
Continuous credit monitoring: our dedicated
credit risk department diligently oversees
credit exposures. This involves periodic
revisions of credit limits based on their
utilisation and the realignment of collaterals
as the situation necessitates
•
Receivables ageing analysis: the management
routinely reviews the ageing of receivables.
This process utilises expected loss calculations
that consider parameters like the probability
of default, exposure at the point of default,
and potential loss ensuing from default
•
Credit insurance: the Group uses credit
insurance to protect against customer
defaults, with first-loss policies on both
individual and aggregate levels
•
Collateral measures: to secure our credit
exposure, the Group obtains cash deposits,
advance payments, and other securities like
pledges on assets and promissory notes
•
Factoring facilities: in certain cases, the
Group uses uncommitted factoring facilities
to transfer credit risk to factors, usually for
lower risk clients
•
VAT refunds: the Group manages VAT refund
collection from local tax authorities, to
reduce clients‘ exposure
Increasing Stable DecreasingAttract Engage Monetise Retain
9
Regulatory and licensing risk
10
Clients’ default risk
40
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The Group operates in a very complex and
diversified environment. The Group’s entities
are in different stages of processes, IT systems
and governance maturity. Lower maturity of
processes results in uncoordinated actions
and unintended mistakes, as a consequence of
manual controls. The outcomes of these mistakes
could materialise in breach of contractual
obligations towards third parties (e.g. change
management notification obligations towards
EETS providers), late payments to the third
parties (fines received), mistakes in report
creation and lower quality of service provided
to our clients.
The Group has also been very active in M&A.
Every completed M&A initiative is accompanied
by an increase of the overall complexity in the
Group’s processes and demands on systems,
data and people. Where there is an inadequate
post-merger integration process and insufficient
predispositions for a successful integration
(IT systems maturity, data management maturity
and processes and their governance maturity),
the Group exposes itself to additional processes
risk and a risk of unrecognised M&A benefits.
In addition, the Group started the
implementation of SAP on 1 January 2024 and
whilst it successfully went live as planned the
Group has experienced a number of reporting
challenges during the first year. Whilst the
system will ultimately bring significantly
enhanced controls, the speed in which the
system can be implemented means many of
these controls will not be fully functional until
the full implementation is delivered.
Risk trend
Stable
•
Due to the continuous implementation of the
new ERP system and continuous improvement
in the internal controls effectiveness
•
The current managed risk rating is above the
Group’s approved risk appetite
•
The Group expects to mitigate this risk in the
coming periods through the integration of
our acquisitions and the implementation of a
new ERP system
Link to strategic priorities
Mitigation measures
•
The Group has established post-merger
integration processes with clear governance
and senior leadership
•
The Group has designed its processes
model that is being continuously maintained
and updated. Moreover, the Group has a
processes design department, which in its
activities focuses on improvement of the
processes’ maturity
•
The Group has established an internal
controls risk management framework.
Regular reporting and testing of the internal
controls ensures continuous improvement of
the effectiveness of operational controls
•
Operational model transformation introduces
new focus and disciplines in the product and
technology capabilities
•
The SAP project is the Group’s highest
priority project and significant resources are
being allocated to address all issues and
progress development
The Group’s overall net debt to Adjusted
EBITDA ratio is at the level of its medium-term
guidance of 1.5x to 2.5x. A higher level of debt
would likely impact the Group’s ability to
secure additional funds on favourable terms,
with lower interest rates and/ or margins.
There are two main challenges that increase
the Group’s liquidity risk: firstly, increases in
toll prices and secondly, changes in supplier
regulations, which reduce credit terms for fuel
purchases. Whilst some price increases can be
transferred to clients, this could present a risk
of a heightened commitment of liquidity,
requiring increased guarantees and prepayments.
The Group mostly faces a risk of accessing
additional liquidity at high costs, non-delivery
of its commitments due to insufficient working
capital and lastly, in case of liquidity issues,
reputational damages and business/
operational constraints.
Risk trend
Decreasing
•
The current managed risk rating is above the
Group’s approved risk appetite
•
The Group has put in place mitigation
actions to close the gap between the risk
exposure and risk appetite and continues to
evaluate further mitigation opportunities
Increasing Stable DecreasingAttract Engage Monetise Retain
11
Processes execution risk
12
Liquidity risk
Link to strategic priorities
Mitigation measures
•
Signed amendments to the Club Finance
facility to increase the share of revolving
loans within the uncommitted incremental
facility, change the loan maturity date and
decrease instalments
•
Reverse factoring arrangements to extend
credit payment terms
•
Debt service covenants were reduced
through negotiations with senior Club,
providing sufficient buffer for future
stress testing
•
Liquidity remains flat due to lower M&A
outlays, supported by the reintroduction of
reverse factoring programmes in Spain
•
Tighten working capital management across
all countries, especially where supply chain
disruptions might re-emerge
Risk management continued
41
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Viability statement overview
In accordance with provision 31 of the UK
Corporate Governance Code 2018 (the
“Code”), the Board has assessed the Company
and Group’s prospects and viability,
considering the business model, the Group’s
current financial position, and principal risks
over a period longer than the 12 months
required by the Going concern statement.
Viability timeframe
The Board has determined that a three-year
period to 31 December 2027 is the appropriate
timeframe to assess viability.
The choice of this timeframe is based on the
following rationale:
•
This period is reviewed by the Board in the
long-term planning and detailed annual
budgeting process and allows financial
modelling to be supported by the budget
and growth factors in the business plan
approved by the Board
•
This time horizon is captured as the relevant
period for evaluation and stress testing of
principal risks (primarily those of an
operational nature), which typically occur
within this timeframe
•
The innovative nature of the Group and the
disruptive nature of the market make it
difficult to predict with sufficient confidence
how competition and other risks will impact
the business beyond a three-year timeframe
this budget is based on the Company and
Group’s current financial position, and its
prospects over the forthcoming year and
in-line with the Group’s stated strategy.
Assumptions used in financial
forecast
The main assumptions in budget and long-term
financial forecast are based on the approach
to build a strong foundation for future
sustainable growth, plan the correct balance
of capital expenditure and M&A as well as
sufficient investment in working capital, and
maintain sufficient liquidity headroom.
Commercial objectives focus on the shift from
selling fossil energy to selling solutions that
improve our customers’ efficiency, introduce
indirect and digital channels to provide unique
cross-sell opportunities and reduce costs of
acquisition of new customers. Capital expenditure
is expected to continue at a reasonably high
rate as the Group accelerates investment into
the development and integration of certain
products into the new platform, which include
our toll solution, the OEM solution and continued
investment in the e-wallet functionality. There
are no planned M&A transactions; only committed
payments related to past transactions.
Viability statement and Going concern
Viability statement and Going concern
•
Considering the continuous changes of the
macroeconomic and political environment over
a period of longer than a three-year timeframe
would bring greater uncertainty to
forecasting assumptions
While the Board has no reason to believe that
the Company and Group will not be viable over a
longer period, they consider three financial
years to be an appropriate planning time horizon
to assess viability and to determine the
probability and impact of principal risks.
Assessment of budget and
financial forecast
The Company’s and Group’s financial forecast
is assessed primarily through the financial
planning process (annual operating budget)
and the strategic planning (long-term strategic
plan). This process is managed by the Chief
Executive Officer, Chief Strategy Officer and
Chief Financial Officer, in co-operation with
other Exco members alongside divisional and
functional management teams. The Board
participates fully in the annual process to
review, challenge and approve the annual
operating budget for the next financial year.
The Group also has a long-term strategy in place
in the form of a long-term strategic plan. The
strategy is reviewed and updated on a periodic
basis and is based on detailed financial forecasts.
The latest annual operating budget for the year
ending 31 December 2025 was reviewed and
approved by the Board in January 2025, and
42
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Assessment of viability
The financial forecasts were stress tested with reference to risks set out in the Risk management section on pages 33 to 40 of this Annual Report and Accounts.
In 2024, the Board considered the application of the following risks:
Downside case Risk applied Assumptions Mitigants
Product demand
and decline risk
The application of product demand and decline risk presupposes a deteriorated GDP within the EU, leading to
decreased demand and, subsequently, a reduction in the number of trucks. Additionally, an anticipated increase in
bad debt is applied, reflecting the assumption of financial instability among trucking companies. This is
accompanied by an expected rise in Days Sales Outstanding (“DSO”), indicating delayed payments from the
Company’s customers.
The primary motivation for
implementing mitigating
actions is the advancement
of the EBITDA margin.
This includes HR costs,
which may involve
considerations such as
potential hiring freezes
and salary adjustments.
Additionally, there will
be a focus on reducing
consultancy expenses.
Furthermore, other cost-
saving measures will be
implemented to counteract
the decline in net revenues.
Fuel supply risk The application of fuel supply risk has a detrimental effect on our margin, which is anticipated to decrease due to
adverse market conditions.
Technology security
and resilience risk
Technology and security risk involves the potential occurrence of a cyber attack resulting in data loss. Based
on market knowledge and experience, this risk primarily impacts opex, mainly through additional expenses for
system repairs, process stabilisation and data analysis.
External parties’
dependency risk
External parties’ dependency risk is highlighted in this analysis in two aspects: (a) stemming from M&A activities,
where early exercise of certain options may lead to higher cash outflows; and (b) potential issues with SAP
implementation, resulting in increased consultancy costs.
Physical security risk Physical security risk pertains to the risk of flooding at the ADS fuel station in the Basque Country, particularly
during the spring season. This could lead to a temporary closure of the fuel station, resulting in decreased fuel
revenues and increased operational costs for IT and truck park maintenance and repair.
Climate change risk Climate change risk involves scenarios where the Company struggles to successfully implement its ESG strategy,
necessitating an accelerated implementation process for ESG projects. This would result in increased consultancy
and other associated costs.
Regulatory and
licensing risk
Regulatory and licensing risk encompasses situations involving the loss of client data and GDPR issues,
which could result in fines impacting opex.
Climate change risk Climate change risk entails the failure to meet KPIs as defined in the amendment of our sustainability-linked loan
agreement, consequently affecting interest costs.
Processes execution risk Processes execution risk reflects a lower-than-planned synergy effect following the acquisition of Inelo,
leading to reduced expected revenues.
EETS SLA compliance risk EETS SLA compliance risk assumes non-compliance with EETS rules, resulting in penalties that negatively impact opex.
Reverse test Risk applied Assumption Mitigants
Please see above Assumptions applied above with more severe impact. Mitigants with same nature
as mentioned above with
sizeable impact.
Viability statement and Going concern continued
43
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The applied risks and their effect were stress
tested using a severe but plausible
downside scenario.
The Board also considered potential mitigating
actions that the Group could take to preserve
liquidity and ensure compliance with the
Group’s financial covenants. These mitigating
actions include reduction of HR costs, primarily
resulting in potential hiring and salary freeze,
reduction of consultancy costs and other costs
which reflect the decline in net revenues.
Along with this analysis, the Board considered
a reverse stress test scenario to further assess
the Company’s and the Group’s viability. The
reverse stress test works backwards to identify
the events that could lead to a situation of
potential breach of the covenants. In order to
assess the resilience of the Company and the
Group, the Board has performed a reverse
stress test to determine the potential
consequences of a liquidity crisis and to
approach the threshold of covenant breach.
In addition to the downside scenario, Adjusted
EBITDA would need to fall more than 27% or
net debt would need to increase by 37% in
June 2026 to breach the leverage covenant
threshold. In relation to the interest covenant,
finance charges would have to further
increase by 12% or Adjusted EBITDA would
need to fall by 10% to breach the threshold.
The results of these tests can inform strategic
decision-making, help identify areas where
additional risk mitigation measures may be
needed and provide stakeholders with greater
confidence in the Company’s ability to
navigate challenging market conditions. The
Board considered potential mitigating actions
that the Group could take to preserve liquidity
and ensure compliance with the Group’s
financial covenants. In terms of mitigating
actions, the Board is confident that they would
be able to take similar actions to those taken
during previous economic downturns.
Considering the high severity of the reverse
stress test scenarios, the Board has no reason
to believe that the Company and Group will not
be viable over the long-term period.
Viability statement
Based on the above described assessment of
the principal risks facing the Company and
Group, the Board has a reasonable expectation
the Company and Group will be able to
continue in operation and retain sufficient
available cash to meet its liabilities as they fall
due over the period to 31 December 2027. In
doing so, it is recognised that such future
assessments are subject to a level of uncertainty
that increases with time and, therefore, future
outcomes cannot be guaranteed or predicted
with certainty. Based on all matters considered,
the Board is confident that the Group will
remain solvent in the viability period, taking
into consideration the technological, social
and environmental changes expected to
happen in the medium to long-term period.
Going concern
The Financial statements have been prepared
on a going concern basis. Having considered
the ability of the Company and the Group to
operate within its existing facilities and meet
its debt covenants, the Directors have a
reasonable expectation that the Company
and the Group have adequate resources to
continue in operational existence for the
foreseeable future.
The adoption of the going concern basis is
based on an expectation that the Group will
have adequate resources to continue in
operational existence at least until June 2026.
The Directors considered the Group’s business
activities, together with the principal risks and
uncertainties, likely to affect its future performance
and position. For the purpose of this going
concern assessment, the Directors have
considered the Group’s FY 2025 budget
together with extended forecasts for the
period to June 2026. The review also included
the financial position of the Group, its cash
flows and adherence to its banking covenants.
The Group has access to a Club Finance
Facility which comprises of two amortising
loans, a revolving credit facility (“RCF”)
together with additional uncommitted lines all
of which mature in March 2029. See Note 27
for the covenant assessment as at
31 December 2024.
Throughout the period to June 2026, the Group
has available liquidity and on the basis of current
forecasts is expected to remain in compliance
with all banking covenants. In arriving at the
conclusion on going concern, the Directors
have given due consideration to whether the
funding and liquidity resources above are
sufficient to accommodate the principal risks
and uncertainties faced by the Group. The
Directors have reviewed the financial forecasts
across a range of scenarios and prepared both
a base case and severe but plausible downside
case. The severe downside case assumes a
deterioration in trading performance relating to
a decline in product demand, as well as supply
chain risks. These downsides would be partly
offset by the application of mitigating actions
to the extent they are under management’s
control, including deferrals of capital and other
discretionary expenditure.
The downside scenario incorporating an
aggregation of all risks considered, showed a
year-on-year decline in Adjusted EBITDA by 1%
and an Adjusted EBITDA margin of 41.4% in
comparison to the Base case Adjusted EBITDA
growth of 15% and an Adjusted EBITDA margin
of 42.5%. These adjusted projections do not
show a breach of covenants in respect of
available funding facilities or any liquidity
shortfall. In all scenarios, the Group has
sufficient liquidity and adequate headroom in
the Club Finance Facility to meet its liabilities
as they fall due and the Group complies with
the financial covenants at 30 June and
31 December throughout the forecast period.
The financial covenants have also been stress
tested against the downside case to determine
the required decline in either Adjusted EBITDA,
Net Debt or Finance charges before the covenant
conditions are breached. This assessment
showed that Adjusted EBITDA would have to
reduce by more than 10% before the interest
covenant is broken or 27% for the Net leverage
covenant. Similarly, Net debt would need to
increase by 37% and Finance charges would
need to increase by 12%. The Directors do not
consider such a scenario to be plausible.
The Directors have also considered the impact
of climate-related matters on the Group’s
going concern assessment, and do not expect
this to have a significant impact on the going
concern assessment throughout the forecast
period. Since performing their assessment,
there have been no subsequent changes in
facts and circumstances relevant to the
Directors’ assessment of going concern.
44
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Sustainability
We are committed to helping
the CRT industry become
clean, fair and efficient.
2024 was marked by significant developments,
both positive and negative, in the ongoing
efforts to reduce climate change, biodiversity
loss, and social inequality at a global level. In
the CRT sector, the energy transition is gathering
momentum and remains challenging. Whilst
growth in alternative fuel adoption is
encouraging, the sector still faces hurdles
related to infrastructure, high costs and
technological barriers, as well as driver
shortages due to the perceived low
attractiveness of the industry. The next few
years will be critical as the industry works to
scale up sustainable technologies, improve
operational efficiency, and contribute to the
ambitious decarbonisation targets required to
mitigate climate change. Enabling and
accelerating these outcomes drives Eurowag’s
commercial and sustainability strategy,
steered by our purpose to make the CRT
industry clean, fair and efficient.
Around 9% of the total GHG emissions in
Europe come from the CRT
1
industry. Eurowag
aims to reach net zero emissions by 2050 and
zero direct emissions by 2040
2
. To achieve
this, we have set a combination of short-term
and long-term decarbonisation targets and
associated action plans, both for our own
operations and our value chain. In 2024 we
reviewed our net zero roadmap targets, to
reflect the changes in organisational and data
scope resulting from acquisitions made since
our sustainability strategy was initially
developed. As a result we updated baselines
and extended the timeframe of our target to
reduce customer emissions intensity, in
recognition of the slower-than-expected
progress due to internal portfolio and external
market developments. Through our digital
platform, data insights and product and
service offering, we are in a unique position to
help our customers improve efficiency and
reduce emissions. Our product offering in
alternative lower carbon fuels, eMobility and
digital solutions for reducing energy intensity
helps our customers reduce the emissions
intensity of their journeys. We have set
ourselves the target of having 80,000 active
alternatively fuelled commercial vehicles
using our products and services by 2030 and
we aim to help our customers to reduce their
GHG emissions intensity per tkm
3
by 20% by
2035 from a 2023–24 baseline.
Another central focus within our sustainability
approach is promoting customer success and
wellbeing. We help SME transport companies
thrive by offering benefits and services
at attractive terms so that they can compete,
succeed and transition – with our support – to
a lower carbon digital future. We know that
truck drivers face significant challenges on the
road, ranging from concerns about their own
physical safety to loneliness. We are working
to tackle these challenges by improving the
quality and security of facilities at our truck
parks and introducing tech services to aid
better driver behaviour and safety.
Advancing our approach
2024 was an exciting year for our digital and decarbonisation
business development and we continued to integrate sustainability
considerations into our operating model, product portfolio and value
creation plan. We continue to strengthen our sustainability management
and reporting processes, despite the regulatory uncertainty, and
look forward to sharing some of our journey with you in this report.
Jenny Pidgeon
VP of Sustainability and CSR
45
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
We are committed to making a positive social
impact in our local communities wherever we
operate. In 2024, we donated almost 1% of
pre-tax profit to good causes. We actively
encourage our employees to give their time,
skills and support to charitable organisations
through volunteering and employee-led
philanthropy, and we developed a number of
partnerships with non-profits in our key
markets, designed to positively impact
outcomes aligned with our corporate purpose.
The strength of our Group’s governance and
culture underpins all our activities. We strive
to uphold the highest ethical and responsible
business and industry standards in our daily
operations, including promoting transparency
and regulatory compliance. Creating inclusive
recruiting and employment opportunities is
core to building an outstanding culture.
Our approach to sustainability governance
and accountability is set out in detail below,
and more information about the Company’s
corporate governance structure and reporting
can be found on page 77.
Whilst there is still much to do, our journey to
supporting a lower carbon, fairer, digital future
is underway. Our sustainability action plan,
presented in this report, reflects our
commitment to and progress towards our
long-term ambitions.
Notes:
1. Source: https://climate.ec.europa.eu/eu-action/transport/road-transport-reducing-co2-emissions-vehicles_en.
2. We aim for 90% reduction Scope 1 and 2 by 2040 and 90% reduction for Scope 3 by 2050 (from baseline year 2023 and 2019
respectively), aligning with net zero definition of c.90% reduction in absolute emissions from our value chain and only c.10% offsets.
3. Tonne-kilometre, abbreviated as tkm, is a unit of measurement of freight transport which represents the transport of one tonne
of goods (including packaging and tare weights of intermodal transport units) by a given transport mode (road, rail, air, sea,
inland waterways, pipeline, etc.) over a distance of one kilometre.
More details can be found on our website, in our 2024 Sustainability report
46
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Sustainability continued
Customer success
and wellbeing
•
Help SME transport businesses
to thrive
•
Improve wellbeing and safety
of drivers
Y
Read more on page 53
Climate action
•
Accelerate the energy transition
•
Help customers reduce
GHG emissions
•
Reduce our direct GHG emissions
Community impact
•
Make a positive impact in our
local communities
Responsible business
•
Employee engagement,
diversity and inclusion
•
Responsible business practices
Our sustainability strategy
To activate our purpose and deliver our corporate
strategy, we continuously work to embed sustainability
across all our business activities, focusing on four
strategic areas.
We have set objectives and targets for each focus area, and you can find out more
about them in the following pages, and in our separate Sustainability report,
available on our website.
In 2025, we will go ahead as planned to review our sustainability strategy, on the
back of our recent Double Materiality Assessment, to ensure it encompasses our
material ESG impacts, risks and opportunities.
Y
Read more on page 49
Y
Read more on page 55
Y
Read more on page 56
Y
Read more on page
44
Y
Read more on page
24
Products Technology People
Y
Read more on pages
4 and 8
Sustainability
Y
Read more on page
8
Our purpose
To make the CRT industry
clean, fair and efficient
S
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47
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Governance and accountability
In 2021, we established a governance
structure to agree and monitor the
implementation of our sustainability
strategy.
The Board is ultimately responsible for sustainability, and
initially delegated accountability to an ESG Executive
Committee. Then from Q2 onwards, in 2024 we decided to
take the next step of embedding sustainability into our
operating model and governance, by integrating
sustainability into the agenda of our Executive Committee.
The Executive Committee sets the strategic direction and
tracks the progress of the sustainability action plan, related
policies and reporting, as well as monitoring relevant risks
and opportunities. Sustainability features on the running
agenda at least once per quarter. We have introduced a
formal ESG policy that codifies and sets out our governance
and approach for integrating sustainability into our business,
which is also used for monitoring and reporting on progress.
We will update this policy in 2025 as part of our preparation
for the CSRD. We have a sustainability function to help
ensure sustainability is embedded into every part of our
decision making processes across the Group, through
close working with representatives across the business
who are responsible for the day-to-day delivery of the
sustainability strategy.
Sustainability governance framework
Approves sustainability strategy and targets and monitors progress
Oversees climate-related risks and opportunities
Challenges Executives on the integration of sustainability, time horizons used and stakeholder considerations
BOARD OF DIRECTORS
Accountable for implementation and delivery of sustainability
priorities and targets
Approves sustainability reporting
Defines sustainability strategy and targets, related policies, and reporting
Tracks sustainability progress
Monitors ESG risks and opportunities
EXECUTIVE COMMITTEE
Approves ESG reward and
performance management
REMUNERATION COMMITTEE
Monitors and reviews Group-wide key risks including ESG risks
Approves the Sustainability section in the Annual Report and Accounts
AUDIT AND RISK COMMITTEE
Verifies
sustainability
compliance and
validity of
reported data
INTERNAL AUDIT
Approves sustainability risk
appetite changes
BUSINESS ASSURANCE COMMITTEE
Responsible for Sustainability Action Plan implementation,
integration into business operations, and reporting
on progress
BUSINESS UNITS/COUNTRY OPERATION/FUNCTIONAL LEADERS
48
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Action plan highlights
You can read more about our objectives and targets for each focus area in our separate Sustainability report, available on our website.
Climate action
•
Reduced our direct emissions (Scope 1
and 2, on a market basis) by 16.6%
compared to baseline year 2023
•
1,537 active alternatively fuelled
trucks using Eurowag products and
services, almost double compared to
last year
•
Expanded HVO and bioLNG refuelling
network, growing HVO volume by
63-fold compared to last year, and
achieving bioLNG coverage of ~20%
•
Launched first eMSP for CRT
Customer success
and wellbeing
•
68% of customers surveyed agreed
Eurowag supported their
business success
•
Launched Eurowag Office and first
phase of customers migrated
•
77% of drivers surveyed agreed
Eurowag supported their wellbeing
and safety
•
Launched Loono partnership for
preventative health and wellbeing
for drivers
•
Opened new facilities for drivers at our
truck parks
•
Held second Eurowag Truckers Day
and fifth annual Christmas celebration
of truck drivers
Community impact
•
66% of eligible employees participated
in the Philanthropy & You programme
for employee-led charitable donations
– comprising 1,295 employees
•
275 local good causes supported
across 17 countries
•
Social impact partnerships launched in
four key markets
•
Around 1% of pre-tax profit donated,
through employee-led donations,
corporate charity partnerships and
disaster relief
Responsible business
•
37% women in leadership roles
•
Launched Eurowag women’s
mentoring scheme
•
Developed sustainable procurement
approach and tools
•
84% of employees completed human
rights training
•
Undertook Double Materiality
Assessment in preparation for CSRD
Sustainability continued
49
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
We are using our insight into the CRT industry’s needs to create the infrastructure
and incentives to help customers make the transition towards a net zero future.
Customer service and incentives
•
Developing new advisory tools and services
to support customers’ energy transition
•
Creating incentive packages and affordable
financing solutions to accelerate customer
adoption of alternative fuels and the
decarbonisation of the CRT industry
80,000 active alternatively
fuelled trucks using Eurowag
products and services by 2030
No longer offer fossil fuel
energy products by 2050
Active alternatively fuelled trucks
1,537
+97.1%
2021 262
2024 1,537
2023 780
2022
2021
Percentage change 2023–2024.
Priorities
Alternative fuel
1
technologies
•
Growing our alternative fuel charging and
payment acceptance network
•
Integrating energy functionalities into our
products and services
•
Expanding our broad alternative energy
offering to our clients, with a focus on HVO,
bioLNG
2
and CRT-focused eMSP
Collaboration and advocacy
•
Raising awareness of alternative fuels amongst
our customers
•
Advocating and promoting fair market and
policy framework conditions to speed up the
uptake of alternative energies and enhance the
attractiveness of low and carbon neutral and
alternative powertrains
•
Acting as an honest broker on behalf of the
industry, transmitting customer feedback and
industry know-how to accelerate the energy
transition and decarbonisation of the CRT sector
•
Partnering with other stakeholders and
platforms to be stronger together and to
showcase the sector, industry capabilities and
innovative products to policy makers, local and
regional authorities, and national governments
Targets and progress
Sustainability: Climate action
Accelerating the energy transition
Achievements
• From LNG to bioLNG
Biomethane is making strong inroads in heavy-duty
transportation, now available at ~20% of the
LNG refuelling stations in Eurowag’s network
and constantly growing. Switching to biomethane
can significantly reduce operational costs by
over 30% compared to diesel and can achieve up
to 100% CO
2
e emissions reduction (or even
generate negative emissions, depending on the
feedstock used, e.g. manure). We launched 100%
renewable bioLNG at our two LNG refuelling
points at Eurowag truck parks, Kozomín and
Modletice in the Czech Republic, and we added
more than 100 additional LNG acceptance points,
bringing our total LNG acceptance network to
~500 stations. In 2024, the refuelled volumes of
LNG increased by more than 55% compared to
2023, and with the Eurowag fuel card, our
customers have access to 60% of the European
LNG network.
• Expanding HVO
In 2024, we expanded HVO from one to six
of our own truck parks. We also continued
developing our acceptance network for HVO
by almost tripling the number of acceptance
points by more than 270 to a total of ~450
across 12 countries. In 2024, the refuelled
volume of HVO increased 63-fold compared to
2023, highlighting the fast-growing customer
demand for sustainable certified lower carbon
alternatives to diesel.
• First CRT-focused eMSP
In August, we launched as the first CRT-focused
eMSP. Our new offering includes Charging as a
Service and network development, providing
access to all major Charge Point Operators
(“CPOs”) across Europe. Designed specifically
for the CRT sector, this service ensures access
to an ever-expanding network of EV chargers.
• Fuel sustainability certification
In October we achieved ISCC as a trader with
storage for HVO, bioLNG and bioLPG, confirming
our compliance with the globally recognised
sustainability and GHG emissions standards.
This certification highlights our commitment to
offering transparent and credible product
credentials to our customers, building awareness
and trust in order to accelerate the
energy transition.
• Decarbonisation as a Service
We developed a value proposition for
Decarbonisation as a Service, including
customer advisory, fleet renewal, green fuel
corridors and accessibility to an alternative
fuel network, and the measurement and reporting
of CO
2
emissions for customers. This is a
growing area of commercial focus for us, as
more customers seek a trusted partner to help
them to navigate the upcoming transformation
of the industry and meet the evolving
demands of their partners.
353
50
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
To play our part in reducing GHG emissions across the CRT sector, we support our customers to
improve the carbon efficiency of their trucks and journeys, through our suite of tools and services.
Achievements
• Improving driving behaviour
Our driving behaviour tools and telematics
data enable our customers to become safer
and more efficient drivers, saving an average
of 4–6% on fuel consumption. Our driver behaviour
products focus on giving customers and
drivers feedback, insights and tips to improve
fuel efficiency and reduce vehicle wear and
tear. In 2024, the Group’s products that target
driver behaviour were used in 112,688 vehicles,
4% up on 2023, with 21% growth in our Perfect
Drive customer base. In 2024 we introduced
new functionalities, including braking evaluation
to work properly on new vehicle models,
extension of idling evaluation and development
of a detailed report of operating variables.
• CO
2
emissions tools for our
customers
We continued to develop our tool to help our
customers understand their emissions per
vehicle and journey. In 2024, we added cargo
weight to the trip log, which is a pre-requisite
to CO
2
e/tkm, as well as enabling customers
to be able to select fuel type per vehicle,
to enable more accurate calculations based
on selected fuel type.
20% carbon intensity reduction
per tkm by 2035 (gCO2e/tkm)
(baseline year
July 2023–June 2024)
Customers’ GHG emissions (gCO
2
e/tkm)
80
no change
2024 80
July 2023–June 2024 80
Targets and progress
Sustainability: Climate action continued
Helping customers reduce GHG emissions
Priorities
•
Supporting more efficient driving by monitoring
and promoting an eco-driving style through
analysis, advice and incentives – to save fuel
and reduce emissions
•
Improving efficient logistics and reducing
empty journeys, through planning tools
•
Delivering smart navigation products and
route optimisation services, to minimise
fuel consumption
•
Carbon reporting per customer journey
•
Energy transition and alternative fuels
• Route planning
In developing our low-emission route
calculation, we are led by the prioritisation
of key customer partners to first refine core
functionality for EV trucks. Accurate low-
emission routing required precise battery
consumption estimates, factoring in vehicle
weight, road elevation and temperatures.
In 2024 we introduced weight as a user input
for route calculation. Next, we will incorporate
elevation data before advancing to the
development of the route emissions calculator
and generating low-emission route alternatives.
Notes:
1. Fuels or power sources which serve, at least partly, as
a substitute for fossil oil sources and which have the
potential to contribute to decarbonising and enhancing
the environmental performance of the transport sector,
including electricity, hydrogen, renewable fuels (biogas,
biofuels, synthetic fuels produced from renewable energy)
and non-renewable transitional fuels (CNG, LNG, LPG,
synthetic fuels produced from non-renewable energy).
Source: Alternative Fuels Infrastructure Regulation.
2. BioLNG, or liquefied biomethane, is a biofuel made by
processing organic waste flows, such as organic
household and industrial waste, manure, and sewage
sludge. BioLNG is a practically carbon neutral biofuel,
as it utilises carbon that is already in the system from
renewable sources.
Data note:
We have updated both the baseline year and target year for
this KPI. The baseline was updated to July 2023–June 2024
due to a significant increase in data scope, which also required
an update of methodology when data from acquired companies
Webeye and Inelo became available for the first time, meaning
the updated dataset is not comparable to the historical data
shared in previous reports. The target year has been extended
to 2035 in recognition of the slower realistic progress we can
expect to see by 2030 due to the multifactorial influences,
explained in last year’s report, which affect vehicle and fuel
utilisation and therefore customer emissions intensity.
51
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Priorities
•
Investing in renewable energy generation
technologies across our operating assets
•
Switching to renewable electricity for
our operations
•
Switching our car fleet to low and zero
emissions vehicles and refuelling
•
Identifying opportunities to minimise
consumption in our operations
50% reduction in Scope 1 and 2
emissions*
(tCO₂e) from our own operations
by 2030 (baseline year 2023**)
* On a market basis.
** The baseline has been updated to 2023 to take
account of the significant increase due to the
acquisition of Inelo and its subsidiaries, but the
ambition to reduce our emissions by 50% by
2030 remains.
Zero direct (Scope 1 and 2
market based) GHG emissions
by 2040
GHG emissions from Group
operations, Scope 1 and 2 market
based (tCO
2
e), with biofuel insetting
3,632
-16.6%
Percentage change 2023–2024.
Targets and progress Achievements
• Solar energy
In 2024, we expanded the total capacity for
solar generation at our assets by another two
sites in Hungary (85 kWp combined peak), with
four more in the Czech Republic in the pipeline
(Ústí nad Labem, Rozvadov, Cheb and
Kozomín). Additionally, we enjoyed a full year
benefit of solar panels installed in Poland in late
2023, bringing in over 90MWh of clean energy.
• Innovative insetting approach
for our fleet
We partnered with Finco Energies to purchase
certified inset HVO for some of our fleet. An
equal volume of HVO was blended into the
Dutch fuel road network in a “book and claim”
compensation of 20% of the diesel volume used
in our corporate fleet, reducing related emissions
by 271tCO
2
e. The transfer was audited by
External Auditors to ensure that the emissions
reductions were allocated appropriately and with
strict avoidance of double counting.
We acknowledge the need for an adaptation of
the GHG Protocol Corporate Standard to
account for HVO insetting within our carbon
footprint reporting, aligning with the ongoing
updates to Scope 1 emissions guidance.
Drawing inspiration from the CO₂ Performance
Ladder’s approach to Green Gas Certificates,
we apply a similar methodology to reflect
emissions reductions from biofuel insetting,
ensuring credibility through independent third-
Reducing our GHG emissions
party verification in the absence of a regulated
Guarantee of Origin scheme for HVO. While
this approach is not yet explicitly recognised
under the current GHG Protocol, our partner’s
rigorous sustainability criteria and robust
control mechanisms enable us to integrate the
biofuel swap into our Scope 1 accounting
with confidence.
• Business technology
We made strides in energy efficiency through
upgrades to our IT infrastructure. At Eurowag,
server and storage system renewals reduced
power consumption by 52% and 82% respectively,
cutting data centre energy use by over 10,960
watts and lowering the carbon footprint. Sygic
transitioned to modern DELL hardware, replacing
decade-old systems with energy-efficient
servers (30–50%) and SSD-based disk arrays
(50–70%). These upgrades not only reduce
energy consumption and emissions but also
extend hardware lifespans, minimise waste
generation, and enable IT consolidation for
greater operational efficiency.
• Focusing on reduction
We are continuously optimising office space
wherever possible to reduce operational
energy consumption, especially in connection
with integrating acquired companies. In 2024,
we closed or merged eight offices across our
operations. Furthermore, we are modernising
technologies across our asset portfolio, such
as upgrading to low-emission lighting in our
Czech headquarters.
Eurowag operates across 23 countries and has expanded rapidly thanks to acquisitions.
Decarbonising our operations is a vital step on our path to net zero.
Data note: The movement in Scope 3 emissions from
purchased goods and services and use of sold products, as
shown in the table on the next page, is due to a 12% increase
in volume of sold fuels and updated fuel emissions factors.
2024 3,632
2023 4,353
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Reducing our GHG emissions
Scope 1 and 2 and intensity metrics 2022 2023 2024
Total energy consumption (kWh) 9,642,031 14,608,725 14,185,514
Scope 1 emissions (tCO
2
e) – market based 1,652 2,655 2,304
Scope 1 emissions (tCO
2
e) – location based 1,652 2,655 2,552
Scope 2 emissions (tCO
2
e) – market based 1,787 1,698 1,328
Scope 2 emissions (tCO
2
e) – location based 1,637 2,038 1,755
Scope 1+2 GHG emissions (tCO
2
e) - market based with insetting 3,439 4,353 3,632
Total Scope 1 and 2 GHG emissions (tCO
2
e) – market based 3,439 4,353 3,880
Total Scope 1 and 2 GHG emissions (tCO
2
e) – location based 3,289 4,693 4,308
GHG intensity: truck parks (tCO
2
e/refuelling point) – market based 7 6 5
GHG intensity: offices (tCO
2
e/thousand sqm) – market based 54 56 55
GHG intensity: truck parks (tCO
2
e/refuelling point) – location based 6 5 5
GHG intensity: offices (tCO
2
e/thousand sqm) – location based 53 70 70
Scope 3 emissions (tonnes CO2e) 2022 2023 2024
Purchased goods and services 1,117,318 1,321,594 1,458,815
Capital goods 434 882 234
Fuel and energy-related activities 745 1,152 1,096
Upstream transportation 1,834 1,746 2,335
Waste generated in operations 57 63 63
Business travel 787 1,227 1,683
Employee commuting 772 666 703
Downstream transportation 114 188 226
Use of sold products 4,257,591 3,797,008 4,301,478
Total Scope 3 emissions 5,379,652 5,124,526 5,766,632
Operations in the UK 2022 2023 2024
Total energy consumption (kWh) 476 8,392 8,392
Scope 1 emissions (tCO
2
e) 0 6 6
Scope 2 emissions (tCO
2
e) – market based 0.17 3 3
Scope 2 emissions (tCO
2
e) – location based 0.11 2 2
Total Scope 1 and 2 GHG emissions (tCO
2
e) – market based 0.17 9 9
Total Scope 1 and 2 GHG emissions (tCO
2
e) – location based 0.11 8 8
Sustainability: Climate action continued
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
• Fuelio app added new features
The Fuelio app helps customers manage their
fuel consumption and expenses, as well as
driving habits. In 2024 we doubled the number
of premium users (subscription model) and
Fuelio was publicly recognised as one of the
best fuel logging apps in the market. Weather
information was added as a premium feature,
which will show customers weather
information connected with fill-ups, so drivers
can track local weather data and evaluate how
it impacts their vehicle’s performance.
• Anti-fraud systems
In 2024, we prevented the theft of 1.2 million
litres of fuel, worth ~€1.8 million. In 60% of the
>1,300 individual fraud cases identified during
the year, there was no damage incurred by the
customer thanks to our Card Lock, Fuel Guard
and 24/7 monitoring and security measures.
The total loss in the remaining 40% of fraud
cases was €500,000, which is less than in
2023 and 2022.
• Expanding mobile payment
coverage
In 2024, the number of locations supporting
mobile payments grew from 840 to more than
2,000, across 15 countries. As a result, the
number of mobile payment transactions
doubled compared to the previous year, making
life easier and safer for even more customers.
• Working time management
The Group’s working time management
solutions enable customers to ensure they are
operating effectively according to current local
legislation. In 2024, the infringement module
included in the new tachograph solution
allowed users to monitor drivers’ work time
violations, with each infringement marked with
a level of seriousness based on EU regulations.
• Cold chain monitoring
We continued to develop our telematics
functionality to support hauliers transporting
thermosensitive goods such as medicines,
foodstuffs and cosmetics. In 2024 we integrated
our telematics fleet management solution with
inbuilt refrigerator units or installed additional
sensors in the trucks to continuously monitor
and record the temperature throughout the
vehicle’s trip. Automated alerts can be set to
monitor if the temperature goes outside the
predefined range, so fleet managers and
drivers can be notified in real time and take
corrective actions. These enhancements can
help reduce spoilage and waste by ensuring
optimal temperature control during transport.
Most of our customers are small or medium-sized businesses. Many of them struggle to compete
due to their size and access to financing, tools and know-how. By offering benefits and services
at attractive terms, we help them compete, grow and expand into new segments.
Priorities
•
Becoming the ultimate on-road digital
mobility platform, boosting efficiency and
creating better business opportunities
across the industry
•
Creating technological solutions that
boost efficiency
•
Providing affordable financial services to
support customers’ energy transition
•
Offering anti-fraud systems to reduce
fuel theft
•
Connecting trucking companies with
merchants, shippers and regulators, and
providing vital information to help grow
their businesses
Helping SME transport businesses to thrive
Progress
Customer survey results on business
success (NPS)
68%
-1pp
Percentage change 2023–2024.
2024 68%
2023 69%
2022 66%
Achievements
• Eurowag Office for our customers
In 2024, we launched our digital Eurowag
Office platform designed to help SME
transport companies optimise their business
operations in one place. Dispatchers can
maximise truck utilisation and plan efficient
transport routes, whilst drivers can ensure
on-time transport and monitor vehicle
maintenance and driving styles for improved
efficiency, which translates into improved fuel
efficiency and reduced carbon emissions
intensity. We have migrated ~260,000
customers and the feedback received is
promising so far.
• Transport management system
To enable our customers to manage transport
orders and issue invoices through Eurowag
Office, we developed an MVP transport
management system.
Sustainability: Customer success and wellbeing
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Truck drivers encounter various difficulties while on the road, including feelings of isolation, stress
or concerns about physical health and safety. We are committed to improving the overall wellbeing
and safety of truck drivers. Through our diverse range of products and services, we strive to
improve safety whilst driving and foster a stronger sense of community among truck drivers.
Additionally, we consistently prioritise maintaining the standards of quality and security in our
facilities, including truck parks, to ensure the safety of our customers.
Achievements
• Incident reporting
Users are able to report incidents such as traffic,
road closures, adverse weather conditions, car
crashes, vehicles blocking roads, etc. via our app
and this data is shared with the whole
community. This feature was launched in July
and by year end, 261,166 incidents were
reported by users and shared to the community.
• Facilities for drivers
In order to support drivers’ wellbeing, in 2024
we opened an innovative “nano-shop” and
24/7 coffee machine at Kozomín truck park in
the Czech Republic, welcomed a permanent
food truck at Llers and finished the
refurbishment of a drivers’ lounge at Arraia,
Spain, with cooked food, coffee and drinks
available, as well as toilet and recycling
facilities.
• Events for truck drivers
We continued our annual Christmas events
celebrating drivers for the fifth year on our
truck parks, with our largest roadshow yet
across six locations in the Czech Republic,
Slovakia, Poland, Hungary, Romania and Spain.
From upcycled decorations to reusable treat
boxes, we showed that sustainability and
festive joy can go hand in hand. We also held
the second edition of Eurowag Truckers’ Day
at Llers station in Spain, to recognise and
celebrate the hard work carried out by truck
drivers every day of the year.
• Geofencing
Through the integration of Inelo’s GBox with
Eurowag’s telematics, we developed our
Improving wellbeing and safety for truck drivers
Eurowag supports
wellbeing for drivers:
77%
Eurowag supports safety
in facilities:
77%
Eurowag supports safety
while driving:
76%
Sustainability: Customer success and wellbeing continued
Priorities
•
Building drivers’ social network through
our digital platforms
•
Improving the quality and security of
facilities for customers at truck parks
•
Introducing tech services to improve
driver behaviour and safety
Progress
Driver survey results on
wellbeing and safety
In 2024 we launched a new survey to hear
directly from truck drivers. They provided
us with feedback on how Eurowag’s products,
services and tools support their health,
safety and wellbeing.
geofencing functionality to enable drivers to
identify where they can park safely and report
break-ins or thefts. They can also make
emergency calls 24/7, which is very well used
and appreciated by customers.
• Preventative health checks
Through our new partnership with preventative
health charity Loono, we supported a targeted
campaign promoting awareness and tips for
early identification of prostate and testicular
cancer, two of the most common types of
cancer affecting the average truck driver
demographic.
• Inclusiveness in CRT
We sponsored the National Congress of
Women in Transport in Spain, where we took
the opportunity – together with influencer and
brand ambassador Oti Cabadas (“Cocotruckergirl”)
– to address issues such as equality, inclusivenes
s,
safety and female representation in our sector.
• Expanding road services for drivers
We have added 129 parking sites to our
network total of 635 parking sites across
Europe, where drivers can use our card to pay
for additional services, including truck washing,
tank cleaning and truck repairs. We offer
washing and tank cleaning services at our truck
park in the Czech Republic and added 197
acceptance network or partner co-operation
locations to a total of 1,302 sites across Europe.
We have added 35 to a total of now 607 sites
that offer truck repair services across Europe
via partner co-operation.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Eurowag serves diverse communities across Europe’s patchwork of countries – many of which face
considerable challenges. We strive to make a positive impact everywhere we operate, through
employee-led philanthropy and volunteering as well as corporate donations and partnerships.
Priorities
•
CSR ambition of at least 1% of pre-tax profit
•
Employee-led philanthropy
•
“Be Better” volunteering days, enabling
employees to support good causes
•
Corporate donations and partnerships
connected to our industry and
corporate purpose
Achievements
• Eurowag colleagues giving back
This year we improved the user experience
for colleagues with the aim of increasing
participation, adding additional language
translations and enabling the easier sharing
of good causes amongst employees.
The platform is now accessible to colleagues
across all countries where we operate. In total
1,295 employees donated €259,000 to over
275 good causes across 17 countries, making
it our largest employee-led philanthropy
programme to date.
• Corporate partnerships for
social impact
In 2024 we developed four new community
impact partnerships with charities working in
areas closely connected to Eurowag’s
operating sectors (commercial road transport
and tech) and to our corporate purpose to
make CRT clean, fair and efficient. Eurowag
donated €145,000 through five partnerships in
total, including help for children who have lost
a family member on the road with TruckHELP
Foundation in the Czech Republic, road safety
training with Keep Hope Alive in Romania,
projects to boost girls’ and young women’s
professional entry into IT and tech with AjTyvIT
in Slovakia and Skool in Hungary,
and promoting health awareness and cancer
prevention including for truck drivers with
Loono in the Czech Republic.
Eligible employees participating in
Philanthropy & You
66%
-13pp
Percentage change 2023–2024.
Progress
Making a positive impact in our local communities
Philanthropy & You 2022 2023 2024
Employee participation
84% (750
employees)
79% (1,047
employees)
66% (1,295
employees)
Number of good causes supported 227 275 275
Total allocated amount (€000) 150 246 259
Number of countries 14 14 17
• Volunteering
All employees are entitled to make use of
one day of volunteering with non-profit
organisations. In 2024, 36 colleagues took
part in volunteering activities including
clean-ups, landscaping projects and
collecting clothes for a shelter.
• Standing together in times
of crisis
Eurowag distributed €20,000 towards disaster
relief efforts following the flooding in Central
and Eastern Europe and Spain in August and
September. We also donated €30,000 to
support people impacted by the war in Ukraine.
• Movember
We supported Movember with a number of
activities, including partnering with influencer
and brand ambassador Iwona Blecharczyk to
raise awareness of this important cause and
encouraging drivers to do regular self-
examinations. Iwona’s video shared on
YouTube had 16,000 views after two weeks
and 17,000 by year end.
Sustainability: Community impact
2024 66%
2023 79%
2022 84%
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
We strive to uphold the highest ethical and responsible business
and industry standards in our daily operations. We believe that our
greatest strength lies in the diverse perspectives, experiences and
backgrounds of our people. You can find more detail on our DEI and
employee engagement initiatives in the People section on page 24.
40%
women in leadership roles
by 2025
Data note: In 2021, we set a goal of achieving a top 25% employee engagement score benchmarked against EU tech companies by 2025. However, due to changes in our business, including the
significant amount of acquisitions over the last four years, this target no longer provides the most relevant approach to measuring engagement, and other factors such leadership, satisfaction,
productivity and diversity and inclusion. We remain committed to being an employer of choice and continuously enhancing our employee experience, and we are now working to identify a more
relevant and meaningful benchmark going forward.
Women in leadership (%)
37%
+2pp
2024 37%
2022 31%
2023 35%
2021 28%
Percentage change 2023 – 2024.
Employee engagement, DEI and
responsible business practices
Priorities
•
Open and inclusive communication
•
Boosting employee engagement by addressing
two-way communication improvement and
systems and processes alignment
•
Promoting DEI with an initial focus on
women in leadership
•
To be a preferred employer in the markets
where we operate, providing an inclusive,
open culture with high-quality professional
development opportunities and benefits
•
Offering mentoring to colleagues
•
Promoting sustainable supply chain
practices and responsible procurement
•
Operating ethically and with integrity,
including anti-corruption and responsible
selling and marketing
•
Promoting transparency and regulatory
compliance
•
Upholding customer privacy and data
security, including cyber security
Targets and progress
Sustainability: Responsible business
57
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Employees who
completed training
AML and partner
screening policy Anti-competitive practice
Anti-bribery and
corruption and
conflict of interest Insider trading
Anti-money
laundering
GDPR – personal
data protection
Information and cyber
security
Whistleblowing and
non-retaliation
policy training
2023 1,842 (90%) 1,742 (87%) 1,822 (89%) 1,629 (80%) 191 (74%) 1,191 (88%) 901 (77%) 1,885 (91%)
2024 1,712 (82%) 1,741 (84%) 1,808 (86%) 1,618 (77%) 244 (71%) 1,290 (83%) 1,223 (79%) 1,767 (84%)
Employees who completed training
Fire protection
for managers
Fire protection
for employees
Occupational
safety for
managers
Occupational
safety for
employees
2021 23 409 17 425
2022 51 521 49 507
2023 50 (88%) 487 (91%) 47 (81%) 479 (91%)
2024 59 (87%) 492 (86%) 45 (83%) 522 (92%)
• Human rights
In 2024, Eurowag’s sustainability and
procurement team members participated in
the UN Global Compact Business and Human
Rights Accelerator
1
. It was a six-month training
programme to inspire action and guide
companies in their human rights due diligence
process – covering value chain impacts,
human rights impacts, action planning,
stakeholder engagement, and remedy and
grievance mechanisms. The programme
participation helped us better identify and
asses our salient human rights impacts and
develop an actionable plan. We integrated
these insights into our impacts, risk and
opportunities assessment.
• AML and conflict of interest
In 2024 we redesigned our approach to
anti-money laundering and conflicts of
interest, developing internal measures and
controls as well as delivering deep-dive
tailor-made trainings.
• Employee training
We continue to roll out compliance training in
areas of anti-bribery, AML and partner
screening, anti-trust, whistleblowing and
human rights. We also look to support our
colleagues’ personal and professional growth
through training programmes, e-learning
courses, workshops, career development tools
and certification opportunities. In 2024 we
launched the Leadership Design Journey and
Extended Leadership Team community to
nurture our employees’ leadership capabilities.
• Sustainable procurement
In 2024, we enhanced our supply chain due
diligence and sustainable procurement
processes by developing new sustainable
procurement tools for purchasing teams.
Our Sustainable Procurement Risk Tool
assesses supplier risks related to governance,
environment, human rights, and health and
safety. High-risk suppliers undergo further
evaluation through a Supplier Engagement
Questionnaire, and ESG criteria were also
integrated into relevant tender evaluations
with a ~15% weighting. We engaged
suppliers on key issues including climate
action and compliance, collaborating on
product carbon footprint assessments.
• Data protection and
information security
Data protection and information security are
fundamental to safeguarding operations and
maintaining trust. In 2024, we focused on
implementing an internal data classification
framework and introduced advanced tools for
monitoring and managing cyber security
threats in real time.
Note:
1. https://academy.unglobalcompact.org/
Achievements
58
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Climate risk and TCFD statement
TCFD
Climate change and energy transition represent
both a risk and an opportunity for the Group.
Our reputation, operating and compliance
costs, and diversification of revenue may be
influenced by our pace of action, the pace of
the energy transition in the CRT sector, and our
customers’ preferences, across the short,
medium and long term. We currently derive a
significant portion of our revenue from fossil
fuels payment transactions. We note that
changes in road transport policy and
regulations, the cost of carbon, carbon
taxation, changes in market demand for
alternative fuel and clean mobility solutions,
and the pace of adoption of low-carbon
powertrains by our customers can all influence
the level of risk and opportunity for the
business. We also recognise that extreme
weather events could pose a risk to business
continuity for our physical assets and the need
to monitor the impact of such events on the
health, safety and wellbeing of our workforce
and customers. In addition, we have made a
commitment to reduce our own carbon
footprint, as well as to offer solutions to help
customers make the transition to a more
efficient and lower carbon future.
The following disclosure is consistent with the
TCFD recommended disclosures. The TCFD
framework allows the Company to report
consistently on the impact of the climate-related
risks and opportunities identified under different
climate scenarios on all aspects of its business.
It also allows Eurowag to assess its resilience to
those risks and opportunities as well as how
these might impact strategy and financial
performance.
TCFD index table
TCFD recommendation Recommended disclosure
Location
of disclosure
Governance
Disclose the organisation’s
governance around
climate-related issues
and opportunities.
a Describe the Board’s oversight of climate-related
risks and opportunities.
page 59
b Describe management’s role in assessing and
managing climate-related risks and opportunities.
page 59
Strategy
Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s business,
strategy and financial
planning where such
information is material.
a Describe the climate-related risks and opportunities
the organisation has identified over the short,
medium and long term.
page 59
b Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
page 60
c Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
page 60
Risk management
Disclose how the
organisation identifies,
assesses and manages
climate-related risks.
a Describe the organisation’s processes for identifying
and assessing climate-related risks.
page 61
b Describe the organisation’s processes for managing
climate-related risks.
page 61
c Describe how processes for identifying, assessing
and managing climate-related risks are integrated
into the organisation’s overall risk management.
page 61
Metrics and targets
Disclose the metrics and
targets used to assess and
manage relevant climate-
related risks and
opportunities where such
information is material.
a Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in-line
with its strategy and risk management process.
page 62
b Disclose Scope 1, Scope 2 and, if appropriate, Scope
3 GHG emissions, and the related risks.
page 62
c Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
page 62
This section sets out Eurowag’s climate-related
financial disclosure, current approach, and
future plans consistent with all of the TCFD
recommended disclosures, in compliance with
the FCA Listing Rule 9.8.6R(8) and Companies
Act Climate-related Financial Disclosure
requirements (“CFD”). In preparation of this
TCFD statement, we also considered the
supplemental guidance for the Transportation
Group given our connection with the trucking
service industry. Eurowag has focused on the
potential impacts flagged by the guidance
through our assessments of risks:
•
The Group has assessed the risk of our
inability to keep the pace with the rapid shift
in regulation and policy requirement as well
as the customer viability due to an increased
price of fossil fuels
•
The Group is committed to support the CRT
sector transition to a low-carbon industry by
offering new tools and technologies to our
customers. Electrification of the CRT sector is
seen as an opportunity for Eurowag
•
The Group’s targets are aligned with the
transition towards a lower carbon future,
where alternative fuels represent a higher
proportion of the energy delivered to our
customers (see page 50, the Helping
customers reduce GHG emissions section)
Our approach in this area is evolving in-line
with developing best practice.
59
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Governance
Board’s oversight of climate-related
risks and opportunities
Current approach
The Board oversees climate-related risks and
opportunities as part of its overall consideration
of our sustainability strategy. It oversees
climate risks specifically through the Audit and
Risk Committee, which reviews all principal
risks, including climate change. Sustainability
is also covered at Board meetings through
updates from the VP of Sustainability and CSR.
Building on the training carried out the
previous year, when the Board participated in
climate training covering the physical science
basis and regulatory, investor and corporate
trends, delivered by external advisors
specialising in sustainability, in 2024 the Board
reviewed our net zero roadmap.
With continuously growing expectations and
pace of action on climate-related risks, the full
Board will continue to receive comprehensive
updates as needed.
Eurowag will continue to review and, if
necessary, adapt the Group’s governance
process to ensure alignment with emerging
good practice.
The role of management in
assessing and managing
climate-related risks and
opportunities
Current approach
At a management level, the Executive Committee
is responsible for identifying, assessing and
managing climate risks and opportunities, and
escalating to the Group risk function to ensure
climate risks follow the risk management
framework. In 2024, the Executive Committee
reviewed our net zero roadmap and climate-
related targets. Currently, transition risks are
part of the control framework for the Group.
Climate-related regulatory, compliance and
policy risks are captured as part of the
risk process.
In 2024, 20% of the Executive Committee
members’ bonuses were tied to individual
performance metrics. For our Chief Product
Officer, Chief Operating Officer and Managing
Director of BU Energy, that included climate
metrics (direct emissions reduction and
customer emission intensity reduction).
The VP of Sustainability and CSR holds overall
responsibility for the execution of the Group’s
climate strategy. This includes driving the
identification, management and integration of
climate-related risks and opportunities into the
Group’s strategic approach.
Specifically, the VP of Sustainability and CSR
defines and leads the climate-related strategy,
while other Executive Committee members and
their functional leadership teams execute the
strategy within their respective functions. The
Executive Committee oversees and evaluates
the Group’s progress towards achieving its GHG
emissions reduction targets, ensuring alignment
with the identified climate risks and opportunities.
In 2021, the Group introduced a formal ESG
policy to strengthen governance and establish
a structured approach to sustainability. This
policy underpins our ability to monitor, report
and manage progress on climate-related goals.
Our sustainability function plays a critical role in
embedding climate consideration across the
Group’s decision making processes. Through
close collaboration with business representatives,
this function supports the day-to-day delivery
of our climate strategy, ensuring actions are
aligned with the broader climate-related risks
and opportunities framework.
Eurowag’s governance structure for climate-
related risks and opportunities is summarised in
the graphic on page 47.
Our approach in this area is evolving in-line with
developing best practice. We are also planning
to review and update our ESG policy in 2025.
Going forward, we will continue to review the
climate risks associated with any M&A activity
as well as country level activities that could
create climate-related risks or opportunities for
the Group.
Strategy
The climate-related risks and
opportunities the organisation has
identified over the short, medium
and long term
Current approach
The heart of our sustainability strategy is
helping our customers compete and succeed
in a low-carbon future. We have also made
commitments to reducing our carbon footprint
in our operations and supply chain and to
reach net zero by 2050. In 2022, we identified
short to long-term climate-related physical
and transitional risks and opportunities through
a series of workshops with business units and
functional leaders. The timeframe for these
risks is as follows: up to one year for short
term, from the end of the short term reporting
period up to five years for medium term, and
more than five years for long term. During the
workshops, we assessed the resilience of our
strategy in three plausible future climate
scenarios (1.5°C, 2°C and 3°C) through four
lenses: assets and employees; business
model; supply chain; and customers. The
climate-related risks and opportunities
identified are presented in the table starting
on page 64.
Eurowag will continue to monitor external tools
and the latest climate science to assess the
physical and transition risks associated with
climate change, and will report on how this has
guided our strategy in future reports.
In 2024, we reviewed our net zero roadmap and
updated our target baselines and target dates
accordingly. We also carried out a comprehensive
Double Materiality Assessment, including
analysing climate-related risks, impacts and
opportunities. The results of this assessment will
inform a review of our sustainability and climate
strategy and action plan during 2025.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The impact of climate-related risks
and opportunities on the
organisation’s businesses, strategy
and financial planning
Current approach
Eurowag quantified the impact of the identified
climate-related risks and opportunities where
possible, and has expanded the number of
risks and opportunities that were quantified in
2024. Risks and opportunities have been
assessed for their impact on the Group’s
EBITDA. A gross risk rating has been given to
each risk identified. The results are presented
in the table starting on page 64.
Climate was considered as part of the preparation
of the Viability statement (see the Viability
statement on page 41) as well as the financial
statements for 2024. The assessment and
review of climate-related risks and opportunities
are integrated with the assessment and review
of all other risks (see the Risk management
section on page 33). As part of this assessment,
climate change has been designated as a
principal risk (see the Principal risks register
section on page 35). We have assessed the
financial impact of the climate-related risks
and opportunities identified on page 38. The
impact has been classified as per the table on
page 64.
We reviewed the risk of flooding for our
physical assets, primarily our truck parks, and
updated the assessment for our acquired
assets. We modelled the financial impact using
public data from trusted sources (e.g. EU Joint
Research Centre, World Bank and WRI) and a
case study of one of our truck parks in Spain,
which served as a precedent for flooding
impact and risk analysis. The Group’s
reputation, operating and compliance costs,
and diversification of revenue may be
influenced by our pace of action, as well as the
pace of the energy transition within the
broader CRT-enabling ecosystem and by
customers’ preferences across the short,
medium and long term. The energy transition
poses challenges for our small and medium-
sized customers, including the availability of
sufficient charging and alternative fuel
networks, rapidly evolving and yet unstable
regulation raising business risk significantly, an
uneven approach on taxation and subsidy
programmes across Europe, and limited
availability of viable battery and alternative
fuels trucks for CRT in the near term, all of
which affect transition risks and the total cost
of ownership as key barriers for mass adoption
of sustainable alternatives.
We recognise that extreme weather events
could pose a risk to business continuity, not
only for our physical assets but also for the
health and wellbeing of our workforce. The
Group recognises that it is imperative to take
responsibility to reduce its own carbon
footprint (see our target to reduce Scope 1 and
2 emissions by 2030 on page 51), and
contribute to solutions to help its customers
make the transition to a low-carbon future.
To address these risks and the opportunities,
we are:
•
Expanding our acceptance network to
support uptake of alternative fuels (e.g.
bioLNG and HVO)
•
Investing in eMobility solutions, including
launching as the first CRT-focused eMobility
Service Provider, including Charging as a
Service and EV network development –
allowing access to all major Charge Point
Operators (“CPOs”) across Europe
•
Investing in digitisation and technologies to
improve efficiency within the CRT ecosystem
and thus decrease energy intensity per
tonne kilometre of transported goods
•
Exploring how carbon reduction for our
operations, as well as investment in products
and services to support customers with
efficiency and emissions reductions, will be
a factor in capex investment decisions
The risk, finance, strategy and sustainability
functions will continue to work together to
ensure regular reviews are in place to assess the
impact of our climate-related risks and related
mitigation measures.
The resilience of the organisation’s
strategy, taking into consideration
different climate-related scenarios,
including a 2°C or lower scenario
Current approach
The Company has utilised three climate
scenarios to identify physical and transitional
climate risks and opportunities and to test the
resilience of the Group’s strategy in each
scenario. The exercise included a 1.5°C
scenario, where action taken around the world
has achieved the aims set out in the 2015 Paris
Agreement and global temperature growth has
been limited to 1.5°C, compared with pre-
industrial levels. But that does not mean
everything is the same as today. There have
been some physical changes and achieving
this goal has required a substantial shift in
policy and behaviour.
We explored a second scenario of a 2°C world,
where change ebbs and flows in the
consciousness of leaders and the general public
alike. Some action has been taken, but in other
areas it’s business as usual and global
temperatures continue to climb, albeit slowly.
And the impact of global warming is clear to see.
Finally, we considered a 3°C scenario where
economies around the world have continued
to be powered by fossil fuels and promises
made by global leaders have been largely
ignored. Life has continued much the same. As
a result, the planet is in crisis and well past the
point of no return by 2030. Global warming has
accelerated. This is not doomsday, but the
changes in climate are everywhere, tangible,
and in some cases catastrophic.
In 2024, Eurowag reviewed and updated our
roadmap to reach net zero by 2050. By
implementing this roadmap, we aim to support
our customers’ transition to a low-carbon world
and thus reduce the Company’s exposure to
potential climate-related risks and strengthen
our ability to capture opportunities (see our net
zero roadmap in the Sustainability report).
Please see page 41 for the Company’s Viability
statement and more detail on the resilience of
Eurowag’s business strategy.
Eurowag will continue to ensure that our
business strategy and management approach
are resilient when considering these different
plausible futures.
The risk and sustainability functions will
continue to review the business continuity
plans for assets in order to ensure that
considerations from the climate scenarios are
taken into account in the plans. Eurowag will
also review the scenario analysis in 2025.
TCFD continued
61
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Risk management
The organisation’s processes for
identifying and assessing climate-
related risks
Current approach
The Board is responsible for overseeing
climate-related risks and opportunities.
In 2022, the sustainability function initiated a
series of workshops with the business units
and functions to identify and assess climate-
related risks, using scenario analysis to
identify those risks. As part of the overall risk
management process, climate risks are
escalated to the risk function which then
prepares the risk update for the Audit and Risk
Committee. This Committee reviews the
climate-related risks and opportunities and
designates climate change as a principal risk
(see the Principal risks register section on
page 33).
In 2023, the finance function assessed and
quantified the climate-related risks and
opportunities (see table below – page 64).
The impact of transitional and physical risks is
assessed over a short to long-term timeframe,
defined on page 64. The identified risks are
assessed at different levels of the business
focusing on both financial and strategic impacts.
In 2024, we undertook a Double Materiality
Assessment including analysing climate-
related impacts, risks and opportunities.
The assessment has not yet been audited and
will be disclosed in full in our 2025 Annual
report in-line with European Sustainability
Reporting Standards.
Going forward, we will continue to review the
climate risks associated with M&A
opportunities and post-acquisition integration,
as well as country level activities that could
create climate-related risks or opportunities
for the Group.
The organisation’s processes for
managing climate-related risks
Current approach
Eurowag began assessing climate-related risks
and opportunities in 2021 as part of its initial
materiality analysis and completed its scenario
analysis in 2022. On review in 2024, the
scenario analysis was found to be sufficient
and no modifications were made. Following the
identification of climate-related risk and
opportunities, Eurowag outlined a number of
initiatives to reduce its operational and supply
chain emissions, as well as developing products
and services to help its CRT customers reduce
their emissions. This process included the
review and development of opportunities with
individual business units. The business units
have included prioritised plans for climate
mitigation in their annual plans.
The VP of Sustainability and CSR is
responsible for co-ordinating the management
of climate-related risks across Eurowag. This
includes setting the Company’s climate
strategy, which includes its GHG reduction
targets; collecting and analysing
environmental data to identify hotspots;
defining and agreeing reduction plans; and
engaging functional leadership teams.
The energy and carbon intensive nature of our
business, reflected in our GHG emissions data, is
the main driver for most of the risks presented in
our climate-related risks and opportunities table
(see page 64). As part of our process to manage
these risks, in 2024, Eurowag continued to
closely monitor and review its emissions data
across Scope 1, 2 and 3, and focused on the
following reduction activities:
•
We have reduced our Scope 1 and 2
market-based emissions by 16.6% in 2024,
compared to our 2023 baseline (see page
51). This has been achieved through
measures that include doubling our on-site
renewable energy generation and installing
PV panels at our truck parks
•
With Scope 3 being the largest share of our
GHG emissions, we continued to reduce our
customers’ energy intensity compared to
2019, expanded our HVO and bioLNG
networks, added new acceptance points to
expand our LNG network, launched as the
first CRT-focused eMSP and developed our
Decarbonisation as a Service value
proposition. To find out more, please see our
climate action focus area on page 49 and our
Sustainability report available on our website
Integration of the processes for
identifying, assessing and managing
climate-related risks into the
organisation’s overall
risk management
Current approach
Climate change risk is a principal risk and is
assessed alongside the Company’s other
principal risks as part of the overall risk
management framework (see the Principal
risks register section on page 35). The process
for identifying, assessing and managing
climate-related risks as part of the overall risk
management is as follows:
•
Climate change risks are evaluated in-line
with the risk management framework and
following the accepted system of three lines
of defence
•
As part of the overall risk process, climate
risks are escalated to the risk function,
which then prepares the risk update for the
Audit and Risk Committee. This Committee
reviews the climate-related risks and
opportunities and designates climate
change as a principal risk
•
Climate risk is treated like other risks (e.g.
people, technology, etc.)
Eurowag will continue to monitor external tools
and the latest climate science to assess the
physical and transition risks associated with
climate change, and will report on how this has
guided its strategy in future reports.
62
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Metrics and targets
The metrics used by the
organisation to assess climate-
related risks and opportunities
in-line with its strategy and risk
management process
Current approach
In 2022, Eurowag started to quantify the
financial impact of climate-related risks,
focusing on physical risks. In 2024, we have
strengthened our methodology for
quantification and expanded the scope to
cover both physical and transitional risks.
Eurowag has disclosed annually its Scope 1
and 2 (both location and market based) as well
as its Scope 3 emissions in the Annual Report
and Accounts. The Company also publishes
intensity indicators of carbon emissions from
Scope 1 and 2 (see the Sustainability section
on page 52). Eurowag will continue to monitor
and disclose climate-related metrics on an
annual basis.
GHG emissions and their related risks
Current approach
Eurowag has disclosed its Scope 1 and 2 (both
location and market based) as well as its
Scope 3 GHG emissions for the last four years
in the Company’s Annual Report and Accounts
and its CDP 2024 submission. These calculations
can be found on page 52. We will continue to
refine our approach to quantification of climate
risk as new external tools and information are
being released, keeping a close eye on any
new development.
Targets
Current approach
We have set a target to reduce our absolute
Scope 1 and 2 (market-based) emissions by
50% by 2030, from a 2023 baseline, as well
as a set of targets to drive the decarbonisation
of our value chain, including a net zero target
by 2050.
The full set of targets can be found on page
51, and more information can be found in our
Sustainability report available on our website,
regarding targets, progress and activities.
These targets include a range of actions that
will help us become net zero by 2050, while
acknowledging business growth in the short,
medium and long term. This includes the
following operational targets:
•
80,000 active alternatively fuelled trucks
using Eurowag products and services by
2030. This target is dependent on the
penetration of alternative vehicles in the
market. The risk of us not meeting this target
is therefore directly correlated to the
success of the penetrations of alternative
vehicles in the market. The potential
financial impact of that risk is expected to be
minimal for us. Our product and service
offering is suitable for alternative trucks as
well as for the more traditional segment of
ICE vehicles, therefore not meeting the
target would not pose a direct impact to
our revenues
•
No diesel-related products in Eurowag’s
portfolio by 2050
•
20% carbon intensity reduction per tkm by
2035 (gCO
2
e/tkm) of Eurowag telematics
customers
The Executive Committee reviews progress
towards these targets and we report performance
annually through the Annual Report and
Accounts. Our business growth related to
acquisitions has meant that the baselines set a
few years back no longer fully reflect the total
business scope of activities and geographies.
Therefore we evaluated and refreshed these
short-term targets, starting from a new
baseline that captures the scale of our
business to date, and that will in turn better
inform the actions we need to take to reduce
our emissions in-line with our long-term net
zero ambition.
The following changes have
been made, compared to 2023
Risk quantification
•
Flooding Risk: Acute flooding events are
now quantified with an EBITDA impact of up
to (4.1)%. Chronic flooding scenarios have
been reclassified as “Critical” due to their
prolonged disruption potential
•
Regulatory/Policy Risk: Rapid policy
shifts—such as accelerated fossil fuel
phase-outs—are explicitly estimated to
affect EBITDA by up to (11.0)%, warranting a
“Critical” rating in scenarios where these
changes severely impact business operations
•
Market/Customer Viability Risk: Risks
associated with declining fossil fuel
revenues, driven by rising prices and
reduced customer viability, now include
specific EBITDA impact estimates of
approximately (10)%, with risk ratings
adjusted to reflect these quantified impacts
Metrics and targets
Direct emission reduction targets have been
recalibrated with an updated baseline to 2023,
that accounts for recent business growth
and acquisitions.
The measurement of customer emissions
intensity is now refined (expressed in gCO₂e/
tkm), harmonising the metric across newly
acquired companies.
There is a direct linkage between these
environmental metrics and financial outcomes,
underpinned by the double materiality
assessment conducted in 2024, which
captures both financial and broader societal/
environmental impacts.
Governance and strategy
The Board now conducts a formal review of
the net zero roadmap and receives targeted
climate training.
A portion of select executive compensation is
now directly tied to achieving defined climate
metrics, reinforcing accountability at the
highest level.
Climate risks are more closely integrated into
strategic decision-making processes,
including M&A evaluations and country-level
risk assessments, ensuring that climate
considerations are embedded across the
organisation.
TCFD continued
63
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario analysis
Introduction
To comply with the TCFD recommended
disclosure on strategy, Eurowag carried out a
climate scenario analysis. Through three
workshops, involving 25 participants from key
business units and functions, the Group aimed
to identify the resilience of its strategy under
three possible climate futures; identify physical
and transition risks and opportunities; and
identify actions to mitigate risks and capture
opportunities. With the support of external
experts, three scenarios were created. The
three scenarios were built based on publicly
available scenarios from the Intergovernmental
Panel on Climate Change (“IPCC”) Representative
Concentration Pathways (“RCPs”) and Shared
Socioeconomic Pathways (“SSPs”), International
Energy Agency (“IEA”), and Principles for
Responsible Investment Inevitable Policy
Response (“PRI IPR”). The three scenarios are
summarised in the section below. Our
scenarios describe the pathway towards
different temperature outcomes by 2100.
Because scenarios are models, rather than
precise predictions of the future, they describe
changes on a decadal level. They use a mix of
qualitative and quantitative information and
were applied through four lenses: assets and
employees; business model; supply chain; and
customers. We used a number of sources,
which contribute insights on different
elements of climate change. The IPCC RCP
scenarios are about physical changes, the
SSPs are focused on wider societal changes
and the IEA scenarios provide specific insights
on electrification of transport. To that end, the
different scenarios help inform different parts
of our analysis.
Scenario 1
A better world (1.5˚C)
Y
Page 64
Scenario 2
An uncertain and
volatile world (2˚C)
Y
Page 66
Scenario 3
An irreversible world (3˚C)
Y
Page 69
Eurowag scenarios
Summary
Action taken around the world has
achieved the aims set out in the 2015
Paris Agreement – global temperature
growth has been limited to 1.5˚C
compared with pre-industrial levels.
But that does not mean everything is
the same as today. There have been
some physical changes and achieving
this goal has required unprecedented
shift in policy and behaviour.
Not much has changed from today.
Climate change ebbs and flows in the
consciousness of leaders and the
general public alike. Actions have
been taken to meet current and
expected pledges made by global
leaders. Global temperatures continue
to climb, albeit slowly, reaching 2ºC
by 2100. The impacts become clear to
see for many over the next 10–20 years.
Economies around the world have
continued to be powered by fossil
fuels and promises made by global
leaders have been largely ignored.
Life has continued much the same.
As a result, the planet is in crisis and
well past the point of no return by
2030. Global warming has accelerated.
The changes in the climate are
everywhere, tangible and in some
cases catastrophic. They continue to
worsen and become more pervasive
as temperatures climb above 2ºC by
the 2040s.
External scenarios
IPCC scenarios
RCP2.6/SSP1 RCP4.5/SSP2 RCP6.0/SSP5
IEA scenarios
Global EV Outlook: Sustainable
Development Scenario (“SDS”)
Global EV Outlook: Stated & Expected
Policies Scenario (“STEPS”) and SDS
—
Other scenarios
PRI IPR: 1.5ºC Required Policy Scenario PRI IPR: Forecast Policy Scenario —
Other data
sources
Climate Analytics, Climate Impact Explorer; Climate Central, Surging Seas: Sea Level Rise Analysis; Climate Interactive,
EN-ROADS Climate Change Solutions Simulator
64
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Risks and opportunities
The risks and opportunities that were identified as part of the climate scenario analysis are
summarised in the below table. We defined likelihood and timeframe as follows:
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
Scenario 1: A better world (1.5°C)
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Physical risks
Acute
Inability of employees reaching their
workplace due to acute extreme weather
events such as droughts or flooding.
Disruption to business
operations and
occasional office
closures.
(1.1)%
L
Eurowag has an established hybrid working from home
policy that was successfully tested during the COVID-19
pandemic.
Transition risks and opportunities
Policy and
legal/
market
Rapid shift in regulation and policy
accelerating the phase-out of fossil
fuels in Europe. The impact could vary
depending on the nature of the policy,
the country and the impacts on
different types and segments of the
CRT sector.
Decline in revenue
from fossil fuel.
(3.5)%
H
Our current payments and mobility solutions business
model, and our commitment to play a role in the transition
to low-carbon economies will allow us to ensure a shift in
our products and services offering. Our approach is energy
agnostic, and we are able to provide access and process
transactions for fossil fuels, alternative fuels and electricity.
TCFD continued
Eurowag defined the evaluation of the gross
risk, as per the table below, which aligns with
evaluation used to assess our principal risks
on page 34. Please note that we evaluate here
the gross risk rating based on the likelihood
that a risk or opportunity materialises and its
impact on EBITDA. The management approach
column in our risks and opportunities table
shows our approach to mitigate those risks.
At present, we feel like our approach is robust
enough to mitigate those inherent risks.
Timeframe # of years
Short 1
Medium 3
Long 5+
Likelihood
Low Rare/unlikely to materialise
Medium Possible to materialise
High Likely/almost certain to materialise
IMPACT
LIKELIHOOD
CatastrophicInsignificant
Almost
certainRare
4
6
8
2
7
9
11
5
3
12
1
10
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario 1: A better world (1.5°C) continued
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Transition risks and opportunities continued
Policy and
legal
Higher price of fossil fuels increasing
financial instability and indebtedness
of our customers (e.g. SMEs more at
risk).
Higher expense and
credit risk.
(10.0)%
H
We provide support, including tools and technology, to
our customers, facilitating their transition to low-carbon
economies. We do this by focusing on improving efficiency
with technology and giving customers access to
alternative fuels.
Policy and
legal/
reputation
Inability to keep pace with rapid shift in
regulation and policy requirement, thus
not meeting investors’ expectations.
Decline in share prices
and reputational
damage.
No impact could
be estimated
due to relatively
low stock
liquidity and
long-term
majority
investors.
L
n/a Our current approach is to first track trends and build
knowledge and capability internally to ensure our internal
processes are adapted and robust. We also focus on
increasing investment to comply with regulation and meet
stakeholders’ expectations.
Reputation
Increased climate awareness means
people will want to work in a value
driven business.
Challenges with talent
retention and attraction.
(3.0)%
M
Continue to ensure we have a clear employee value
proposition, including a clear message on how all
employees can contribute and be part of the solution.
In 2024, we will also re-engage employees with our
purpose through a series of workshops, raising awareness
of what it means to be a purpose driven business.
Technology
Incorporate energy transition into the
business model ensuring we are part of
the solution, offering new tools and
technologies to our customers.
Increased revenue. 12%
M
n/a Continuing to grow our ambition and working to support
the transition to cleaner mobility in the CRT sector are key
to this.
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario 1: A better world (1.5°C) continued
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Transition risks and opportunities continued
Market
The successful electrification of CRT
will in turn lead to more accessible
prices for electric commercial vehicles
in the future.
Increased revenue and
market share for electric
commercial vehicles.
Currently no
impact could be
estimated due to
a slower than
anticipated
uptake of electric
commercial
vehicles. It will be
included once the
portfolio grows.
M
No data Continuously review opportunities to be part of the
eMobility ecosystem for commercial vehicles. Monetise
early investment in eMobility expertise, technology and
acquisitions (“ROI”).
Scenario 2: Uncertain and volatile world (2°C)
Physical risk
Acute
Extreme weather events such as sea
level rise, flooding, fires or droughts
compromising the usability of routes,
thus leading to business disruption, for
example, the closure of petrol stations.
Inability of the Group to
operate during those
events.
(3.7)%
L
Conduct regular reviews of our business continuity plans
to factor in potential impacts of extreme weather events.
Chronic
Increased droughts in Southern Europe
and increased flooding events in
Northern Europe leading to shortage of
supply and potential assets becoming
inoperable (e.g. dried out petrol stations).
Disruption to operations. (4.1)%
M
Conduct regular assessment of climate risks associated
with our current physical portfolio and supply to ensure
we monitor the physical climate-related risks.
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
TCFD continued
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario 2: Uncertain and volatile world (2°C) continued
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Transition risks
Policy
and legal/
market
Eurowag’s current transition plan not at
a fast enough pace to follow the shift
in regulation and policy accelerating
the phase-out of fossil fuels in Europe.
Decline in revenue from
fossil fuels and
increased opex.
(6.6)%
H
We continuously monitor the pace of change and aim to
be a key leader in the transition for the CRT sector.
Market
Customer viability due to increased
price of fossil fuels.
Higher expense and
credit risk.
(11.0)%
M
Provide mobility and payment solutions, and related tools
and advisory services to support customers in their
transition to low-carbon economies.
Policy and
legal/
reputation
Inability to keep pace with rapid shift in
regulation and policy requirement, thus
not meeting investors’ expectations.
Decline in share prices
and reputational
damage.
No impact could
be estimated
due to relatively
low stock
liquidity and
long-term
majority
investors.
L
n/a Increase investment to comply with regulation and meet
stakeholders’ expectations.
Policy
and legal
The establishment of policies is
disjointed with individual countries in
Europe taking different approaches,
with new policies and legislation on
GHG emissions, electric vehicles,
pollution, taxes and levies. All of this
leads to a complex and challenging
system of compliance, increasing the
challenges of operating in the region.
Disruption to operations.
Increase in costs for the
Group and its customers.
(6.6)%
H
Continue ongoing, constructive engagement, and
advocacy with policy makers to promote a unified and
consistent approach to public policy measures. This
includes active participation within trade bodies as well
as with other like-minded stakeholders in the CRT sector.
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
68
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario 2: Uncertain and volatile world (2°C) continued
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Transition risks continued
Market
With our commitment to support the
CRT move to a low-carbon economy,
Eurowag has the opportunity to lead
that transition, in turn increasing our
attractiveness compared with our peers.
Increase reputational
gain and market share.
Estimates will be
included as/when
more detailed
information
becomes
available, as
Decarbonisation
as a Service
product offering
matures.
M
No data. Invest in new tools and technologies, support our consumers
and work in partnership to facilitate that transition. We also
adopt a data-centric approach, collecting data from our
mobility solutions. In the future, there will be opportunities to
share carbon data with customers.
Scenario 3: An irreversible world (3°C)
Physical risk
Acute
Increase in frequency and intensity of
flooding events, higher temperatures,
and other extreme weather events.
Temporary closure and/
or disruption of key
assets. Disruption of our
supply chain. Impact on
employees’ health and
ability to travel to work.
Damages to infrastructure.
Disruption to operations.
(4.1)%
H
Periodically review business continuity plans to ensure
risks are factored into planning in the short and medium
term. This includes utilisation of climate tools to assess
risk on assets and supply chain.
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
TCFD continued
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Scenario 3: An irreversible world (3°C) continued
Category Type Description Timeframe
Risk evaluation
Management approach Impact description
Impact on
EBITDA Likelihood
Gross
risk rating
Physical risk continued
Chronic
Extreme weather events would lead to
high investment required to keep
vulnerable assets operational. This can
include wind, flooding and drought.
Higher capital
investment. Write-off of
assets. Disruption to
operations.
(0.5)%
M
Conduct regular assessment of climate risks associated
with our current physical portfolio and supply to ensure
we monitor the physical climate-related risks.
Chronic
Extreme weather could lead to social
unrest and migration of upwards of
millions of people to Western and
Northern Europe.
Migration of employees.
Challenges with talent
retention and attraction.
(4.1)%
H
Regular review and assessment of strategic and people
agenda. Eurowag will continue to ensure we have a clear
employee value proposition and a clear message on how
all employees can contribute and be part of the solution.
Employee support and business agility will also be key.
Transition risks
Market
Competitive disadvantage if no ROI in
low-carbon solutions due to a slow
transition, with economic growth still
powered by fossil fuels.
We will see no positive
return from our current
business model to
transition if the transition
has been slow.
(6.6)%
M
Monitor external developments, stay agile, and adapt our
business model if need be.
Policy and
legal
Social and political shift. Ideological
and political perspectives change. Risk
that the world becomes more polarised
and irrational policy decisions are
taken.
Disruption to
operations.
(4.1)%
H
Monitor external developments and ensure that the
business is equipped to meet changing regulatory
requirements.
Technology
Increased criminal activities and
cyber-crime impacting platforms and
technology sector.
Loss of revenue
and opex.
(3.0)%
M
Strengthen cyber security in all our platforms and manage
the risk as well as building internal capability with a
centralised dedicated role for IT security.
Key
Type
Timeframe
Short Medium
Long
Likelihood
Low Medium High
H
M
L
OpportunityRisk
Gross risk rating
Low Medium High Critical
70
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Non-financial and sustainability information statement
The table below constitutes the Eurowag Non-Financial and Sustainability Statement, produced in compliance with the non-financial reporting requirements set out in Sections
414CA and 414CB of the Companies Act 2006. Information relating to each section of the non-financial reporting requirements has been incorporated via cross-reference.
Reporting
requirement Policies and standards
Additional information related
to our policies and standards
Climate-related
financial
disclosures
•
TCFD disclosures Climate risk and TCFD statement, page 58
ESG governance framework, page 47
Environmental
matters
•
ESG strategy
•
ESG policy
Sustainability strategy, page 46
ESG governance framework, page 47
TCFD statement, page 58
Main activities undertaken during the
financial year, page 78
Employees
•
Eurowag values
•
Code of conduct
•
Speak Up (Whistleblowing)
policy
•
Health and safety policy
•
Grievance policy
•
Anti-harassment and anti-
bullying policy
S172 statement, page 20
Main activities undertaken during the
financial year, page 78
Engagement with the workforce, page 21
Developing our culture, page 24
DEI, page 27
Social matters
•
Modern slavery and human
trafficking policy
Sustainability, page 44
DEI, page 27
Human rights
•
Modern slavery and human
trafficking policy
•
Anti-bullying and anti-
harassment policy
•
Personal data protection policy
•
Personal data directive
Responsible business practices, page 56
Reporting
requirement Policies and standards
Additional information related
to our policies and standards
Anti-corruption
and anti-bribery
matters
•
Anti-bribery and corruption
policy
•
AML policy
•
System of internal principles
Partner screening directive
•
Conflicts of interest policy
•
Market Abuse Regulation
procedures manual
•
Related Parties Transactions
policy
•
Significant Transactions policy
Responsible business practices, page 56
Principal risks
relating to
requirements
•
n/a Risk management, page 33
Business model
•
n/a Business model, page 12
Non-financial KPIs
•
n/a Key performance indicators, page 17
This Strategic report was approved by and signed by order of the Board by:
Victoria Penrice FCG
24 March 2025
Non-financial and sustainability
information statement
71
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
72 Chairman’s introduction to governance
74 Board of Directors
77 Corporate governance report
85 Nomination and Governance Committee report
88 Audit and Risk Committee report
96 Remuneration report
111 Directors’ report
Corporate
governance
72
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Robust corporate
governance practices
remain a core priority.
Letter from the Chairman
Chairman’s introduction to governance
Susan Hooper stepped down from the Board
at the AGM in 2024. Susan had been with us
since listing in 2021 and played a key role on
the board, particularly with regards to
ESG matters.
As announced in January 2025, Sharon
Baylay-Bell stepped down from the Board
in February 2025. Sharon has also served
on the Board since listing and chaired the
Remuneration Committee. Her contribution,
particularly in all areas of remuneration and
benefits, has been considerable. I thank Susan
and Sharon, on behalf of the Board, for their
commitment and service.
The Board will seek to ensure continuous
improvement in its composition through annual
reviews in order to have sufficient capabilities
to meet our responsibilities and maximise our
capacity to deliver value to our stakeholders.
As announced in January 2025, I will be
leaving the Company after the AGM on 22 May
2025. Steve Dryden, the current chair of the
Audit and Risk Committee, will succeed me on
that date. I want to wish both Steve and the
Company well for the future.
Dear fellow
shareholders,
I am delighted to present our 2024
Governance report, which provides insight
into how we, the Board, have approached
our responsibilities during the year. We have
continued to improve the Board through
appointing technical experts and worked with
our Committees to improve our efficiency.
Robust corporate governance practices remain
a core priority, with our responsibilities under
the 2018 UK Corporate Governance Code (the
“Code”) and those owed to our stakeholders
kept central to our approach to decision
making. For more details on how the Board has
implemented the Code, please see page 77.
Our Board continues to consider the views of our
key stakeholders throughout its decision making.
Further details can be found in our Engaging
with our stakeholders’ section on pages 20 to
23, including the considerations the Board gave
as part of its decision-making process.
Changes to our Board
During the year, we welcomed Sophie Krishnan
and Kevin Li Ying to the Board as Independent
Non-Executive Directors in March 2024. Both
were recruited through our rigorous selection
process using an external search agency.
Sophie and Kevin sit on the Remuneration
Committee and the Audit and Risk Committee
and they co-chair our Technology and Product
Advisory Committee.
These appointments bring additional skills
and experience, particularly in the areas of
technology and product development. Kevin
and Sophie quickly fitted into the Board and
have made a significant contribution to our
overall understanding of the impact of scaling
the technological side of the business.
Subsequent to the year end, Sophie was
appointed chair of the Remuneration
Committee and both Sophie and Kevin will join
the Nomination and Governance Committee
following the Annual General Meeting (“AGM”)
on 22 May 2025.
Paul Manduca
Chairman
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Commitment to Diversity
As part of the Board’s ongoing reviews,
diversity is a key consideration, and we remain
committed to our targets on gender diversity.
We also consider diversity of ethnicity, culture,
and cognitive and personal strengths. The
Board believes that we should be representative
of our stakeholders, including our people, our
shareholders, and the markets in which we
operate. Our Diversity and Inclusion Policy
is aspirational; we commit to no fewer than
50% of women on the Board and at least
one Director from an ethnic minority, with
a blend of nationalities to reflect the
international nature of the Company, as
a medium-term objective.
Currently the percentage of women on the
Board is 25% increasing to 28.6% when I step
down from the Board. Obviously, this sets us a
challenge for future recruitment, as we are
committed to achieving and maintaining the
balance identified in the FTSE Women Leaders
Review, Parker Review and the requirement
under the Financial Conduct Authority (“FCA”)
Listing Rules.
Further information on our Board’s composition
and diversity can be found on page 80 in the
Corporate governance report and page 87
of the Nomination and Governance
Committee report.
Board effectiveness
In line with the Code, the Company performed
a questionnaire-based evaluation during the
year, facilitated by Linstock Limited following
on from their first comprehensive review
carried out in 2023. As part of the Board
effectiveness review, the Board carried out a
review of its committees. The Board discussed
these reports and recommended that an
action plan be drawn up to ensure that all
areas suggested for improvement are
addressed during the year.
I would invite you to read more on our 2024
evaluation and the action plan on page 87
in the Nomination and Governance
Committee report.
Engagement with our
workforce
Our Board understands the critical role that
our people have in the delivery of our purpose
and growth strategy, and they have the thanks
of our Board for their hard work through
uncertainty and challenges during 2024. I was
delighted to visit our Sygic offices in Bratislava
during 2024 and see for myself the work being
undertaken on Eurowag Office.
Sharon Baylay-Bell acted as the Board’s
representative to the workforce during the
year. In addition, Sophie Krishnan and Kevin Li
Ying met on a regular basis with our employees
to better understand the development of
Eurowag Office and to share best practice
and offer constructive challenge. Following
Sharon’s decision to leave the Company, the
Board appointed Sophie Krishnan as the
designated Director for employee engagement.
Our Board introduced a new Speak Up
(Whistleblowing) Policy in September 2023,
which allows employees a simple and effective
channel to raise concerns and grievances.
During 2024, the Board undertook training on
whistleblowing to enable them to better
understand their duties with regard to the
policy, particularly with respect to the
interaction of legislation in the Czech Republic
and UK. Further details about our Speak Up
(Whistleblowing) Policy and procedures can be
found on page 95.
Engagement with our
shareholders
The support of our shareholders has been
integral to the Company’s achievements during
2024. I would like to thank our shareholders
again for the continued support they gave to
the Company. During the year, Sharon Baylay-
Bell met with shareholders to discuss our
approach to remuneration, and our Executive
Directors, supported by our brokers, undertook
investor meetings in Europe, and met with
existing and prospective shareholders.
Additionally, I offered major shareholders the
opportunity for a meeting during the run up to
the 2024 AGM. Our Board will continue our
engagement activities with our shareholders,
and I look forward to meeting with our
shareholders again at our next AGM which is
scheduled to be held at our registered office at
Third Floor (East), Albemarle House,
1 Albemarle Street, London W1S 4HA, on
22 May 2025 at 4pm British Summer Time.
Commitment to climate
Our Board remains committed to the Company’s
purpose, to help the CRT industry to become
clean, fair and efficient. That purpose is
supported by the Company’s ambitions
towards becoming a net zero business. During
the year, our Board monitored progress against
the Company’s climate-related key performance
indicators and discussed the Company’s net
zero transition plans. We will continue to
challenge the Senior Leadership Team to go
further in its endeavours to create a
cleaner industry.
Conclusion
I would like to thank my colleagues on the
Board for their commitment and constructive
challenge throughout the year. I remain
confident in the outlook for the Group and
wish the team well for the future.
Paul Manduca
Chairman
24 March 2025
N
N
74
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Our Board of Directors
Board of Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:
R
Remuneration Committee
Chair
A
Audit and Risk Committee
Other Directors of the Company who were in
office during the year were:
Susan Hooper, who retired as an Independent
Non-Executive Director of the Company on
16 May 2024.
Sharon Baylay-Bell, who retired as an Independent
Non-Executive Director on 21 February 2025.
Key
1
5
8
2
6
3
4
7
Nomination and
Governance Committee
1 — Paul Manduca
Chairman of the Board
Appointed
7 September 2021
Nationality
British/Maltese
Other commitments
Chairman of St James’s Place plc
Skills and experience
Paul has over 40 years’ experience in executive
and non-executive roles in the financial and
business services sectors. From 2012 to 2020,
Paul was Chairman of Prudential plc, having
previously been appointed to the board as Senior
Independent Director in 2010. Other prominent
positions include roles as Senior Independent
Director of WM Morrison Supermarkets plc
from 2005 to 2011, during which he served as
Chairman of the Audit Committee and the
Remuneration Committee. Prior to this, he was
appointed global Chief Executive Officer of
Rothschild Asset Management in 1999 and
European Chief Executive Officer of Deutsche
Asset Management from 2002 to 2005. Earlier
in his career, Paul served as Chairman of the
Association of Investment Companies, as
Chairman of The City UK’s Leadership Council,
and as founding CEO of Threadneedle Asset
Management Limited. Paul had also previously
served as Chairman of Templeton Emerging
Markets Investment Trust plc and stepped down
from this role on 1 January 2024. Other previous
appointments include Chairman of Aon UK
Limited from 2008 to 2012, having served as
a Non-Executive Director since 2006, JPM
European Smaller Companies Investment Trust
plc and Bridgewell Group plc, and Director of
Henderson Smaller Companies Investment Trust
plc, Eagle Star Insurance Company and Allied
Dunbar. Paul holds an MA in Modern Languages
from the University of Oxford, where he is also
an Honorary Fellow of Hertford College. In 2018,
Paul was awarded a Maltese Order of Merit.
N
75
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
2 — Martin Vohánka
Chief Executive Officer
Appointed
3 August 2021
Nationality
Czech
Other commitments
Co-founder of the Nadační fond nezávislé
žurnalistiky (Independent Journalism Foundation)
Co-founder of the Nadace BLÍŽKSOBĚ (Closer
Together Foundation)
Director of Couverina Business s.r.o
Skills and experience
Martin founded Eurowag Group in 1995,
shortly after graduating from high school. Over
the years, Martin has successfully developed
and scaled the business from an energy
payments solution to an integrated payments
and mobility platform for the CRT industry,
which includes toll payments, on-board
telematics, route optimisation and much more.
Martin is devoted to providing every CRT
company with the benefits of digitalisation at
scale. He has grown up with these businesses,
spending time in their vehicles and with the
families that own and operate them, to
understand what they need in order to improve
efficiencies. His vision is to build a seamless
integrated digital ecosystem to revolutionise
what is known as the middle mile, to benefit
customers, partners and the environment.
Martin holds an MBA from the University
of Pittsburgh and lectures at the University
of Economics, Prague.
3 — Oskar Zahn
Chief Financial Officer
Appointed
12 May 2023
Nationality
British/South African
Other commitments
N/A
Skills and experience
Oskar joined Eurowag and the Executive Team
as Chief Financial Officer in April 2023,
succeeding Magdalena Bartoś. Oskar brings
with him over 30 years’ experience of working
within large complex international businesses
with continuous improvement and growth
focused cultures. Most recently, he was CFO
at XP Power Limited, one of the world’s leading
providers of power converter solutions. Prior
to XP Power, Oskar was CFO of Scapa Group
plc, a leading global manufacturer to the
healthcare and industrial markets, from 2018
until its acquisition by SWM International, Inc.,
in early 2021. Previously, Oskar was CFO at
Spearhead International, a leading vertically
integrated food and agriculture business
operating in CEE and the UK. Oskar has held
other senior roles in Teleflex, British Airways,
Georgia-Pacific and KPMG. He has an honours
degree in Finance from the University of South
Africa and is a fellow of the Institute of
Chartered Accountants in England and Wales
and of the Institute of Chartered Accountants
of South Africa.
4 — Mirjana Blume
Senior Independent Non-Executive Director
Appointed
7 September 2021
Nationality
Swiss/Croatian
Other commitments
SML Solutions Ltd, Founder and
Managing Director
Member of the Board of Directors, Chair of the
Audit Committee and member of the Digital
Committee of Orell Fuessli Ltd, a SIX Swiss
Exchange-listed company
Vice Chair of the Board of Directors and Chair
of the Audit Committee of IWB, Industrielle
Werke Basel
Chair of the Board of Directors of EWE, Energie
und Wasser Erlenbach Ltd
Member of the Board of Directors of WAZ,
Werke am Zürichsee Ltd
Skills and experience
Mirjana is an international Finance Director
and Corporate Non-Executive Director with
diverse experience of both public and private
companies. She has more than 25 years’
experience in the areas of corporate finance,
structuring of companies and management
of complex corporate transactions. She was
appointed to the Eurowag Supervisory Board
in December 2020 to provide vision and
expertise to guide Eurowag on its mission to
become the leading on-road mobility platform.
Mirjana held positions as Chief Executive
and Financial Officer of various companies
in the energy/renewables, technology and
healthcare/pharmaceutical sector. Mirjana
holds a bachelor’s degree in Economics from
the Zurich University of Applied Sciences
and an MBA from the University of St Gallen.
5 — Steve Dryden
Independent Non-Executive Director
Appointed
1 June 2023
Nationality
British
Other commitments
N/A
Skills and experience
Steve is a highly regarded and experienced
business leader who brings significant financial
and audit leadership experience and business
acumen to the Board. Most recently, Steve
served as Chief Executive Officer of Flint
Group Holdings SARL, retiring in October 2024
to pursue a part time non-executive and
advisory career. Previously, he held the
positions of CFO of Flint Group, Group Finance
Director of DS Smith plc and Group Finance
Director of Filtrona plc. Steve achieved his
professional accountancy qualification with
PricewaterhouseCoopers and holds a degree
in Chemical Engineering from the University
of Leeds.
NRA NRA
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6 — Sophie Krishnan
Independent Non-Executive Director
Appointed
1 March 2024
Nationality
British/French
Other commitments
CEO of Lokalise, Inc
Non-Executive Director of Simbio Holdings
Skills and experience
Sophie has extensive experience with
digital businesses scaling their operations
internationally, many of which offer mobility
or payment solutions. She has held both
executive and non-executive roles. She has
served as CEO at CarNext and as Chief
Operating Officer at Zepz (formally WorldRemit
Ltd) and has been a senior executive at
Trainline, Ltd and Expedia, Inc. She was a
Non-Executive Director for Avanti Acquisition
Corp. Earlier, she was a consultant at Bain & Co
and an investor at Investor AB. Sophie holds
a dual Master’s-Diploma degree from the
London School of Economics and EDHEC,
and an MBA from Stanford Graduate School
of Business as an Arjay Miller Scholar.
7 — Joseph Morgan Seigler
Non-Executive Director
Appointed
7 September 2021
Nationality
American
Other commitments
Managing Director at TA Associates and
Co-Head of its European Technology Group
Member of the following boards as a
representative of TA Associates: The Access
Group, Adcubum, Auction Technology Group,
Flashtalking, ITRS, Netrisk Group, Sovos,
thinkproject and Unit4
Skills and experience
Morgan has over 17 years of private equity
experience and has led investments in
software, financial technology, online and
e-commerce, and semiconductor companies.
He is deeply involved in creating both organic
growth and complementary acquisitions for all
his portfolio companies. Prior to joining TA
Associates in 2002, Morgan worked for Morgan
Stanley and Raymond James. Morgan holds an
MBA from the Stanford Graduate School of
Business and a bachelor’s degree in
economics from Yale University.
8 — Kevin Li Ying
Independent Non-Executive Director
Appointed
1 March 2024
Nationality
British/Mauritian
Other commitments
CEO of Future plc
Executive Director and Board Member of
GoCompare.com Ltd
Skills and experience
Kevin has over 20 years of experience in
technology and over 10 years of executive
leadership experience. Kevin brings deep
expertise in building scalable technology
platforms. As Chief Technology & Product
Officer at Future plc, Kevin has helped
transform the business from a traditional print
publisher to a global online leading media
platform. Over his career, Kevin has developed
a strong understanding of the commercial
levers, technology architecture and product
services that drive value for both business and
customers. Kevin currently serves as Executive
Vice President of B2C Division, the largest
division of Future plc. Kevin oversees all B2C
brands, editorial and revenue generation
consisting of subscriptions, commercial
advertising, e-commerce and newstrade
revenue whilst ensuring technology and data
are central to the B2C offer. Kevin also serves
as Executive Director and Board Member of
GoCompare.com Ltd, the price comparison
website for financial and non-financial products.
RA RA
Board of Directors continued
N
R
Remuneration Committee
Chair
A
Audit and Risk Committee
Key
Nomination and
Governance Committee
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Corporate governance report
Governance overview
Board’s agenda and major decisions during 2024
Statement of compliance
with the 2018 UK
Corporate Governance
Code
W.A.G payment solutions plc (the
“Company”) continues to adopt the UK
Corporate Governance Code (the
“Code”). Throughout the year ended
31 December 2024, the Company has
been fully compliant with the provisions
of the Code.
Y
Further information on the
Company’s application of the
principles and provisions of the
Code can be found in the Corporate
Governance Report on pages 78 to
84. The Code is publicly available at
www.frc.org.uk/.
•
Budget approval
•
Roadmap for sustainability
•
Non-Executive Director
appointments
•
Refinancing
•
Review of past acquisitions
•
Health and safety
•
Refinancing
•
Analysis of M&A transactions
•
Annual Report and Accounts and
preliminary results announcement
•
Sustainability report
•
AGM and Rule 9 waiver
•
Whistleblowing training
•
Tax strategy
•
Risk management and controls
framework
•
Conflicts of interest policy
•
Modern Slavery policy review
•
Appointment of Company
Secretary
•
Board evaluation action review
•
Strategy day
•
Update on acquisitions
•
Five-year strategic plan
•
Code of conduct
•
Investor updates
•
2024 half year interim results
•
Year-end forecast
•
Sustainability strategy
•
Anti-bribery and corruption policy
February March May
JulySeptemberDecember
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Corporate governance report continued
Topic Key activities and discussions Key achievements Key priorities for 2025
Strategy and
management
•
Review of M&A performance against action plans
•
Further technological transformation in our product offerings
•
Board strategy day held in May 2024
•
Signed additional facilities agreements to refinance and
expand the Group’s existing credit facilities
•
Continuing the integration of acquired
businesses
•
Execution of transformational activities
•
Further development of future product
•
Delivery of organic and inorganic growth
Stakeholder
engagement
•
Feedback on investor engagement on remuneration
•
Investor relations meetings
•
Discussion of increasing engagement with staff at newly
acquired M&A companies
•
Implementation of Remuneration Policy following meeting
with Investors
•
Chairman`s visit to Sygic in Bratislava
•
Continue to engage with employees and
customers to improve the Net Promoter Score
(“NPS”) and employee Net Promoter Score
(“eNPS”)
•
Board visits to Eurowag sites
Risk
management
and internal
controls
•
Review of the Company’s principal risks and uncertainties
•
Reviewing and setting the Group risk appetite
•
Reviewing the effectiveness of the Group risk management
framework and internal control system
•
Review of the Company’s risk register
•
Reviewing the Group compliance action plan
•
Review and approval of the internal audit plan
•
Cyber security progress reports
•
Audit and Risk Committee received progress reports from
Business Assurance Committee
•
Embedded Health & Safety progress reports
•
Monitor the effectiveness of the Group’s risk
management framework and internal control
environment and support its continual
enhancement
Financial
reporting and
controls
•
Review of the external audit workplan
•
Finalising the Company’s commitment, targets and
implementation of KPIs
•
Review of the performance of External Auditors
•
Re-appointment of the External Auditors
•
Review of the interim consolidated financial statements
for the six months ended 30 June 2024
•
Review of the full-year consolidated financial statements
•
Reviewed the effectiveness of internal controls relating to
financial reporting
•
Updated UK tax strategy
•
Monitor the implementation of an enterprise
resource planning system to support financial
reporting
•
Support enhancements to the financial reporting
capabilities and controls over financial reporting
ESG
•
Discussion of the Company’s purpose, values and culture
•
Review of sustainability action plan
•
Discussion of ESG targets
•
Reaffirmed commitment to the ESG Strategy and
commitments
•
Monitor the implementation and outcomes of the
ESG strategy
•
Promote the Company’s purpose, values and
culture through the Group and its value chain
Board
composition
and
effectiveness
•
Review of the Board’s composition
•
Review of Board succession planning and time commitments
•
Review of Senior Leadership Team succession planning
•
Discussion on Board diversity
•
Nomination of two new Independent Non-Executive Directors
•
Monitored the implementation of recommendations from
the external Board performance review
•
Continue to strengthen the Board and its
operations
Board activities during 2024
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Developing our people and culture
Defining our purpose,
values and culture
Our success as a leading pan-European
integrated payments and mobility platform
continues to be driven by the Company’s
purpose, values and culture, as established by
the Board of Directors. The Board has ultimate
responsibility for establishing the Group’s
purpose, values and culture. The Board, with
support from the Senior Leadership Team, is
committed to its purpose to help the CRT
industry to become clean, fair and efficient,
and supports Eurowag operating under the
following four values, which encourage its
employees to act as good corporate citizens:
Furthermore, the Board has committed to
the journey to a greener future, as Eurowag
is striving to reach net zero emissions by
2050 through a combination of short and
longer-term decarbonisation targets covering
operations within the Group and in our
value chain.
Aligning purpose, values,
strategy, and culture
We ensure that our purpose, values and culture
are aligned with our long-term strategy, as we
recognise that strong performance is driven
by shared understanding. Our four core values
provide a foundation that motivates and guides
our people, and these principles are embedded
in every action we take as an organisation in
order to reach our shared purpose. Our values
inspire us to achieve success and happiness
in our work and private lives.
Our strategy is the roadmap to achieving our
shared goals and underlying purpose, which is
to promote fairness, increase efficiency and act
as climate conscious leaders within the CRT
industry. We have embedded our shared
purpose and values as part of our shared
organisational culture through the creation
of policies to create clear standards that align
our people.
Our people are our greatest asset, and therefore
we ensure our people exemplify what we stand
for. Alignment with our values is a criterion
considered in recruitment, promotion and when
establishing rewards. This is how we promote
and safeguard the culture we have nurtured,
which has allowed Eurowag to continue to
perform and successfully execute its strategy
each financial year.
Engagement with our
employees
The Board has, in conjunction with the Senior
Leadership Team, built an entrepreneurial
environment that promotes collaboration and
development of its employees. The Group
shows it recognizes the value of its workforce
through creating channels for collaboration
and continual feedback, which can be
evidenced by the Group’s high levels of
employee engagement.
Sharon Baylay-Bell was the Board’s appointed
workforce engagement representative during
the year. Following her stepping down from the
board, that role is now undertaken by Sophie
Krishnan.
During the year, the Board directly engaged
with the employees at all levels of the
organisation, receiving presentations at Board
and Committee meetings, in order to satisfy
themselves that Board level reporting was
consistent with operational delivery. This
activity created an effective feedback loop
between the Board and the wider workforce,
and further contributed to the creation of
positive working relationships across
the Group.
The Board regularly reviews the action it has
taken to engage with the wider workforce
to ensure that policies and processes are
operating effectively, including the Speak Up
(Whistleblowing) Policy. The Board undertook
a training session on whistleblowing during
the year, which included an analysis of
responsibilities under both Czech and UK law.
The Board receives regular reports from the
Senior Leadership Team on specific areas of
Group employee engagement activities to
ensure the Board has a thorough understanding
of the business and its employees. Further
information on workforce engagement can
be found on page 21.
Strong performance is driven
by shared understanding.
Paul Manduca
Chairman
Deliver your best
Embrace change
Be a true colleague
Be a good person
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Corporate governance report continued
Division of responsibilities
Decisions and matters
reserved for the Board
The formal schedule of matters reserved for
the Board and the Terms of Reference for
each of the Board Committees are reviewed
annually to ensure their accuracy in line with
governance best practice. The Board also
maintains a delegated authority matrix,
which provides the division of responsibilities
regarding decision making. The formal
schedule of matters reserved for the Board
can be found on the Company’s website and
provides guidance on the following areas:
Strategy and management
The Board has ultimate responsibility for
the management, oversight and success
of Group operations. Responsibilities of the
Board include:
•
Ensuring competent, prudent and
effective management
•
Forward planning to meet the Company’s
short-term and long-term strategic goals
•
Implementing and monitoring the internal
control framework on an ongoing basis
•
Overseeing the maintenance of accurate
accounting records and other records
•
Ensuring compliance with statutory and
regulatory obligations
The Group’s strategic goals and wider
business plan are regularly discussed and
reviewed by the Board to ensure these are
aligned with actual performance. The Board
further establishes the Company’s purpose
and values to drive long-term objectives and
commercial strategy. The Board is responsible
for considering and approving any new
ventures with external businesses or in
different geographic areas, for deciding to
discontinue operations in any area of the
Group’s business, and for the restructuring
or reorganisation of the Group.
Board composition and
effectiveness
In line with the requirements of the Code, the
Board is committed to undertake an annual
evaluation of its own performance, as well as the
performance of its committees and individual
Directors. During 2024, the annual Board
evaluation was facilitated by an external
provider, Lintstock Limited, consistent with the
Code and corporate governance best practice.
Throughout the evaluation, Board diversity,
independence, time commitment, and the
suitability of the mix of skills, experience and
knowledge across the Directors were examined.
Details of the Board evaluation undertaken for
the year ended 31 December 2024 can be found
in the Nomination and Governance Committee
report on page 85.
The composition of the Board and succession
planning are regularly considered by the
Nomination and Governance Committee, and
Eurowag is committed to ensuring a diverse
pipeline for executive management and Board
roles. Going beyond the requirements of the FCA
Listing Rules, the Board’s Diversity and Inclusion
Policy established aspirational objectives to
promote diversity in the Board and Senior
Leadership Team.
Female Independent Non-Executive Directors (3)
Male Independent Non-Executive Directors (2)
Male Non-Executive Directors (not independent) (1)
Male Chair (independent on appointment) (1)
Male Executive Directors (2)
As at 31 December 2024, the Board comprised
three female Independent Non-Executive
Directors, three male Non-Executive Directors,
of whom two were considered independent by
the Board, and two male Executive Directors.
The Chairman of the Board, who is male, was
considered independent on appointment. Five of
the Directors have served on the Board for less
than four years and two of the Directors have
served on the Board for less than two years.
40-49 years (3)
50-59 years (4)
60-69 years (1)
70+ years (1)
Gender Age
Diversity of the Board as at 31 December 2024
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As at 31 December 2024, the Company was not fully compliant with the diversity requirement of the
FCA Listing Rules (“UKLR”). At that date, the Board comprised 33% female members, having been
37.5% at 31 December 2023. The reduction was a result of the retirement of Susan Hooper from the
Board and appointments of Sophie Krishnan and Kevin Li Ying. The Senior Independent Director,
being a senior Board position, is held by a female, Mirjana Blume. There was one Board member from
a minority ethnic background as defined by the Office of National Statistics. The Company’s primary
operations are in Central and Eastern Europe and the Board aims to be representative of
the communities in which it operates. The Board has committed to meeting the requirements of the
FCA Listing Rules and its aspirations in its Diversity and Inclusion Policy on female representation
as a medium-term objective. The Board’s Diversity and Inclusion Policy refers to the Board and, by
extension, its Committees, which have not adopted separate policies and rely on the policy approved
by the Board.
In accordance with UKLR 6.6.6R(10), below is the numerical diversity data in the format set out in
UKLR 6 Annex 1 as at 31 December 2024. The information presented in the below tables was
collected on a self-reporting basis by the Directors and by the Senior Leadership Team, who were
asked to confirm which of the categories specified in the prescribed tables were most applicable to
them.
Gender identity
Number
of Board
members % of the Board
Number of
senior positions
on the Board
(Chairman, SID,
CEO and CFO)
Number in
executive
management
(Senior
Leadership
Team)
Percentage of
executive
management
(Executive
Committee
members)
Men 6 67% 3 7 87.5%
Women 3 33% 1 1 12.5%
Non-binary 0 0% 0 0 0%
Prefer not to say 0 0% 0 0 0%
Ethnic background
Number
of Board
members % of the Board
Number of
senior positions
on the Board
(Chairman, SID,
CEO and CFO)
Number in
executive
management
(Senior
Leadership
Team)
Percentage of
executive
management
(Executive
Committee
members)
White British or other White
(including minority White groups) 8 88.9% 4 8 100%
Mixed/Multiple ethnic groups 1 11.1% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/
Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Prefer not to say 0 0% 0 0 0%
Further details of the Board diversity can be found of the Nomination and Governance
Committee Report on page 87.
Gender split of all employees available in the separate Sustainability report on our website.
Remuneration
The Board has delegated responsibility to the Remuneration Committee for determining the
respective policies for the remuneration for Executive Directors and the Senior Leadership Team.
The Board maintains oversight over the actions of the Remuneration Committee and is responsible
for reviewing and approving the policies proposed by the Remuneration Committee. The Board
is responsible for considering and approving the remuneration policy for the Board and Senior
Leadership Team and determines the remuneration of the Non-Executive Directors within the
limits set in the Articles of Association. For further details of the Company’s approach to
remuneration, see page 96.
Financial and annual reporting
The Board is responsible for approving the Group’s Annual Report and Accounts, the Interim
Accounts and Half-Yearly Report, and the preliminary announcement of the final results,
following recommendation from the Audit and Risk Committee.
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Corporate governance report continued
Division of
responsibilities
continued
Capital expenditure and
financing
The Board is responsible for the approval and
oversight of investments and capital projects
in the following circumstances:
•
Any proposed investments and capital
projects exceeding £6 million in value
•
Any unbudgeted investments and capital
projects exceeding £2 million
•
Any time the Group seeks to borrow in
excess of £5 million
•
Any time the Group seeks to enter into any
mortgage, charge (fixed or floating), pledge,
hypothecation or other encumbrance of a
similar nature over all or any part of the
undertaking, property and assets (both
present and future) and uncalled capital
of the Company
•
Any member of the Group seeks to issue any
debt instruments for amounts in excess of
£5 million, including bond issues, debenture
issues and loan stock instruments (but
excluding intragroup debt instruments)
•
The Company seeks to enter into any
indemnities or guarantees where the
maximum amounts payable could exceed
£5 million, other than indemnities and
guarantees given in respect of the Group’s
products, services or any banking facilities
(including any in substitution for or renewal
of existing arrangements)
Engagement with
shareholders and wider
stakeholder groups
The Board, together with the Senior Leadership
Team, regularly reviews and promotes
engagement with our shareholders and wider
stakeholder groups. The Board regularly reviews
engagement mechanisms and processes to
ensure these are operating effectively, and
receives reports from the Senior Leadership
Team, including the VP of Investor Relations,
capturing feedback from shareholders. The
Board uses shareholder feedback to contribute
to the engagement strategy, as developed by
the Board, to approach issues that are most
important to the long-term success of the
Group. The Chairman engages with our
shareholder base to gain insight around their
views on the current governance framework
and Group performance against our strategy.
Environmental, social
and governance
The Board ensures that the Group’s
environmental, social and governance impacts,
risks and opportunities are reviewed on a
regular basis. This has been achieved by the
delegation of accountability to the ESG
Executive Committee, the membership of
which is comprised of the VP of Sustainability
and Corporate Social Responsibility, the Chief
Executive Officer, Martin Vohánka; several
members of the Executive Committee, along
with members from the Senior Leadership
Team, including representatives from legal,
human resources, communications,
commercial and investor relations department.
Shareholders
Executive Committee
Chief
Financial
Officer
Chief Product
and Strategy
Officer
Chief
Operating
Officer
Chief
Commercial
Officer
Chief HR
Officer
Chief
Technology
Officer
Senior Vice
President
Energy
Board Committees
Independent Non-Executive DirectorsNon-Executive Director
Audit and Risk
Committee
Nomination
and Governance
Committee
Remuneration
Committee
Chief Executive Officer
Chairman Senior Independent Director Chief Financial Officer
Board
Board governance framework
Technology and Product Advisory Committee
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The ESG Executive Committee meets every
quarter to set strategic direction and monitor
the progress of ESG strategy, related policies
and reporting. These discussions allow for
recommendations to be made regarding
the evolution and refinement of our ESG
strategy, with consideration for ESG risks and
opportunities. We have set tangible targets
to monitor our progress in-line with these
discussions, and we are aiming to achieve net
zero emissions by 2050. The Board received
regular updates on ESG matters from the Senior
Leadership Team during the year and received
training on climate and its impact on the Group.
For further details of the Company’s approach
to Sustainability, see page 44 and the
Company’s Sustainability report.
Risk management and internal
controls
The Board has ultimate responsibility for risk
management and the internal controls in place,
including the oversight and strengthening of the
environment to ensure a comprehensive system
to identify, assess and mitigate risk is in place.
The Board is responsible for setting the Group’s
risk appetite and risk management framework.
The Board’s oversight is supported by the Audit
and Risk Committee and the Senior Leadership
Team.
The Group`s risk management is based on three
lines of defence and the Board receives regular
updates from the second and third lines of
defence. The Company’s outsourced internal
audit function provides independent assurance to
the Senior Leadership Team, the Audit and Risk
Committee, and the Board, with respect to the
effectiveness of the Group’s internal control
environment. Further information on the
Company’s internal controls framework can be
found on page 33.
Board independence
The Board of Directors is expected to exercise
independent judgement, free from external
interference, in order to fulfil its duty to
promote the success of the Company for the
benefit of its members as a whole.
The Independent Non-Executive Directors act
as a sounding board for the Executive team,
providing constructive challenge and further
guidance given their varied expertise and
skillsets. The Board collaborates well to achieve
its shared purpose, and all Directors are given
the opportunity to raise questions and probe
issues further during meetings. This cohesive
environment improves the quality of discussion
and, as a result, allows for more effective
decision making. The varied experience on the
Board adds value to these discussions, and the
Executive team welcomes suggestions and
advice based on the experience of the
Independent Non-Executive Directors.
The Board also has a non-Independent
Non-Executive Director, Morgan Seigler, who
is nominated to the Board by its major
shareholder, Bock Capital EU Luxembourg
WAG S.à.r.l. Morgan is subject to the same
duties and responsibilities as fellow Board
members to exercise independent judgement
and avoid conflicts of interest.
The Group has taken steps to avoid undue
influences impacting Board decision making.
The Directors promptly inform the Company
Secretary where there has been a change to
their external interests or relationships in order
to ensure the Company has an accurate
register of this information, to ensure conflicts
of interest are avoided. Further steps taken
include the implementation of shareholding
agreements, relationship agreements, and
other relevant processes and procedures.
Our Board composition is designed to ensure
that no one or group of individuals dominate
decision making, and to minimise the risk of
issues such as groupthink. The independence
of the relevant Non-Executive Directors is
revisited at each Board meeting, and all the
Directors are requested to confirm whether
they have any conflicts of interests pertaining
to the content tabled for discussion. These
processes ensure that external influences do
not compromise the independent judgement
of the Directors.
Upon appointment and on an ongoing basis,
Directors are required to provide requisite
information to allow the Board, aided by the
Nomination and Governance Committee, to
ensure their independence. Following the
provision of this information, the Board is
satisfied that there are no matters that give
rise to conflicts of interest which could
compromise the independence of the
Independent Non-Executive Directors.
Time commitment
Our Chairman, Independent Non-Executive
Directors and Non-Independent Non-
Executive Director are not employed in an
executive capacity by the Company. These
Board members have received letters of
appointment, which provide the main terms of
their respective appointments to the Board
and cover an initial term of three years.
Following the provisions of the Code, all
Directors are put forward for initial election
and thereafter annual re-election by
shareholders at the Company’s AGM.
The appointment letters further provide time
commitment expectations of each Director in
their role. Independent Non-Executive
Directors can expect a typical time
commitment of 26 days a year on average,
while Non-Independent Non-Executive
Directors are expected to commit, on average,
16 days per year.
Our Chairman is expected to commit circa one
day per week given the intricacies of the role.
These time frames are intended to serve as a
guide, as the time commitment required of
Directors can fluctuate. All Board members are
expected to devote sufficient time to
effectively discharge their duties.
The Board reviews the role profiles of each
Director and the level of commitment required
to meet those requirements to act in the best
interest of stakeholders. The external
commitments of the Directors are reviewed by
the Nomination and Governance Committee
on an ongoing basis to ensure that they can
fulfil the time commitment to successfully
discharge their role. This process is managed
by the Company Secretary and the Chairman,
and the complexity of each external interest is
examined, such as whether other sectors in
which an individual operates are highly
regulated. Any changes to Directors’ external
appointments are further reviewed by the
Nomination and Governance Committee. The
Board has concluded that, notwithstanding
Directors’ other appointments, they are each
able to dedicate sufficient time to fulfil their
duties and obligation to the Company.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Division of responsibilities continued
Directors’ attendance at Board and Committee
meetings for the year ended 31 December 2024
Members
Board of
Directors
Audit
and Risk
Committee
Nomination
and
Governance
Committee
Remuneration
Committee
Paul Manduca* 6/6 N/A 4/4 N/A
Martin Vohánka 6/6 N/A N/A N/A
Oskar Zahn 6/6 N/A N/A N/A
Sharon
Baylay-Bell*
6/6 6/6 4/4 3/3
Mirjana Blume* 6/6 6/6 4/4 3/3
Steve Dryden* 6/6 6/6 4/4 3/3
Susan Hooper*
1
3/3 3/3 2/2 2/2
Sophie
Krishnan*
2
5/5 5/5 N/A 2/2
Kevin Li Ying*
2,3
4/5 4/5 N/A 2/2
Morgan Seigler 6/6 N/A N/A N/A
* Denotes Independent Director.
Notes:
1. Susan Hooper stepped down from the Board on 16 May 2024.
2. Sophie Krishnan and Kevin Li Ying were appointed as Directors with effect from 1 March 2024.
3. Kevin Li Ying missed a set of meetings due to illness.
Individuals such as the Chairman, the Chief Executive Officer, the Chief
Financial Officer, among other members of management and external advisers,
may be invited to attend all or part of any meeting as and when deemed
appropriate and necessary with the agreement of the respective chair.
Board roles and their responsibilities
Chairman Chief Executive
Officer
Chief Financial
Officer
•
Ensure all Non-Executive Directors
have the opportunity to effectively
contribute, through engagement in
open and honest discussions
•
Oversee the effectiveness and
suitability of the Company’s
governance processes, with
support from the Company
Secretariat
•
Ensure the Board receives accurate
and timely papers to accommodate
the fulfilment of its duties
•
Continually monitor the long-term
development of the Group and
ensure that effective strategic
planning is undertaken
•
Devise the strategy and
long-term objectives of the
Group in line with established
risk appetite
•
Maintain oversight over
operational performance and
report accurately to the Board
and its Committees
•
Ensure the Board’s strategies,
objectives and decisions are
implemented in a timely and
effective manner
•
Oversee the day-to-day financial
management of the Group
•
Provide strategic financial leadership,
creating the necessary policies and
procedures to ensure sound financial
management
•
Ensure the accuracy, integrity and
timeliness of financial reporting and
compliance with any relevant
reporting and accounting standards
Senior Independent
Non-Executive Director
Company Secretary Non-Executive
Directors
•
Provide a sounding board for the
Chairman
•
Serve as an intermediary for other
Directors
•
Be available to shareholders where
other channels of communication
are inappropriate
•
Lead the annual evaluation of the
performance of the Chairman
•
Act as the trusted advisor to
the Board and its committees
on all corporate governance
matters
•
Provide constructive challenge to the
Executive Directors and other
members of the Senior Leadership
Team
•
Contribute to the development of
strategy and provide oversight to
ensure its execution
•
Apply independent and impartial
experience and expertise
•
Oversee the effectiveness and
integrity of the Company’s financial
reporting and risk management
systems
Corporate governance report continued
85
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Nomination and Governance Committee report
Nomination and Governance Committee report
Dear fellow
shareholders,
In this Nomination and Governance Committee
report for the year ended 31 December 2024,
I am pleased to describe our considerations,
discussions and outcomes from the year. The
Nomination and Governance Committee
during the year comprised me (Non-Executive
Chairman of the Board and of the Committee),
and the following Independent Non-Executive
Directors: Mirjana Blume, Sharon Baylay-Bell
and Steve Dryden. Susan Hooper served on
the Committee until she stepped down from
the Board on 16 May 2024. Sharon Baylay-Bell
stepped down from the Board and from the
Committee on 21 February 2025. I will step
down from the Board and the Nomination and
Governance Committee on 22 May 2025
following the AGM. The biographies of each
member of the Committee are set out on
pages 74 to 76.
The Committee met four times during 2024. At
these meetings, we reviewed the composition
of the Board considering the relevant and
necessary knowledge, skills, expertise and
diversity of each Director. We also reviewed
the succession plans for both the Board of
Directors and Senior Leadership Team and had
oversight of the externally facilitated
evaluation of the Board. The Committee
oversaw the appointment to the Board of two
new Independent Non-Executive Directors,
Sophie Krishnan and Kevin Li Ying, and
reviewed the composition of the Board
committees, appointing Kevin and Sophie to
both the Audit and Risk and the Remuneration
committees. In February 2024, our Committee
revised its Terms of Reference to establish a
Nomination and Governance Committee,
which provides additional remit over corporate
governance considerations. The change
affirms our commitment to developing a robust
governance framework based on best
practice, to support our business.
As the Chair of the Nomination and Governance
Committee, I lead my Committee colleagues
to fulfil the responsibilities of the Committee,
notably to ensure the effectiveness of the
Board, through its governance frameworks,
processes and composition, at present
and for the future.
In January 2025, the Committee met to
consider my successor as Chairman of the
Board. In accordance with best practice, I did
not chair this discussion. Mirjana Blume, the
Senior Independent Director, led the Committee
in its discussion, which resulted in Steve
Dryden being recommended to the Board as
Chairman, with effect from the 2025 AGM.
The Committee also discussed succession
planning for the Remuneration Committee and
recommended that Sophie Krishnan succeed
to the position of Chair of that Committee,
following the departure of Sharon Baylay-Bell.
The Committee also noted that, once Chair of
the board, Steve Dryden would no longer be
eligible to serve on the Audit and Risk
Committee and it agreed to recommend to the
Board that Mirjana Blume, who has recent and
relevant financial experience, take on the chair
of the Audit and Risk Committee from the
AGM. No Director participated in discussion on
his or her future role.
The Committee also recommended to the
Board that Sophie Krishnan take on the role of
designated Director for employee engagement
following Sharon Baylay-Bell’s departure and
that Sophie Krishnan and Kevin Li Ying join the
Nomination and Governance Committee
following the AGM.
Director nomination processes
On 1 March 2024, Sophie Krishnan and
Kevin Li Ying were appointed as Independent
Non-Executive Directors. These appointments
followed a robust appointment process which
was supported by the external search agent,
Korn Ferry. Korn Ferry does not have any other
relationship with the Company. During the
selection process, the Committee reviewed
the candidate specifications and agreed that
expertise in product technology and
technology transformation was desired. The
Committee had initially received a long list
from Korn Ferry which was reduced to a
shortlist of five candidates, of which three
were female and two were from an ethnic
minority background. The interview processes
noted that Sophie Krishnan and Kevin Li Ying
were each qualified and capable candidates
with the necessary skills and experience to be
appointed as Directors of our Company.
Paul Manduca
Chair of the Nomination and
Governance Committee
The Committee continues to
oversee succession plans to
ensure the long-term
success of our Company.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Nomination and Governance Committee report continued
Committee overview
•
The Committee is composed of the
Chairman of the Board and three
Independent Non-Executive Directors
•
All members have relevant expertise
to support the Committee
•
Meetings are attended by the Executive
Directors, and other relevant attendees,
by invitation of the Chairman, where
attendance would support the Committee
in fulfilling its responsibilities
Key responsibilities
•
Monitor the governance framework,
including the structure, size and
composition of the Board and its
Committees, to ensure a balance of skills,
knowledge, experience and diversity
•
Lead a rigorous and transparent process
for identifying and selecting candidates to
serve as Directors on the Board and its
Committees and make recommendations
to the Board for their appointment
•
Develop and implement effective
succession plans for the Board, its
Committees and the Senior Leadership
Team, having regard to the skills and
expertise needed to ensure the long-term
sustainable success of the Company
•
Oversee the development of a diverse
talent pipeline and monitor the Company’s
diversity policies and initiatives, including
their effectiveness
•
Review the external directorships and
commitments of the Non-Executive
Directors
•
Assist the Chairman in ensuring there
is a rigorous annual evaluation of the
performance of the Board, its Committees,
the Chairman and individual Directors
•
Ensure that appropriate procedures are in
place for training and developing Directors
•
The Committee’s Terms of Reference,
which are reviewed and approved
annually, are available on the Company’s
website at https://investors.eurowag.com
Highlights during 2024
•
Oversight of the Company’s Board
evaluation process and the
implementation of its recommendations
•
Nomination and appointment of Sophie
Krishnan and Kevin Li Ying as Independent
Non-Executive Directors, and members
of the Audit and Risk Committee, the
Remuneration Committee and the
Technology and Advisory Committee.
•
Reviewed the composition of the Board,
including diversity, and recommended
Steve Dryden as Chair following the
departure of Paul Manduca
•
Reviewed Committee composition to
address the departures of Sharon
Baylay-Bell and Paul Manduca and made
recommendations to the board for the
chair of the Audit and Risk Committee and
of the Remuneration Committee
•
Reviewed the position of designated
Director for employee engagement and
made a recommendation to the Board
•
Consideration, and recommendation to
the Board, of the re-election of each
continuing Director ahead of their
re-election by shareholders at the
Company’s 2024 AGM
•
Review of the external appointments
and the time commitments of the
Non-Executive Directors
•
Reviewed the skills and the composition
of the Board of Directors, and its
Committees
•
Reviewed and recommended to the Board
the extension of the terms of office of four
Non-Executive Directors at the end of
their initial terms of office
•
Reviewed the Terms of Reference for the
Nomination and Governance Committee
•
Reviewed the Terms of Reference
for the Technology and Product
Advisory Committee
•
Reviewed the Schedule of Matters
reserved for the Board
Focus areas for 2025
The Committee will continue to review
succession plans for the Board of Directors
and Senior Leadership Team and will
continue to review the Board of Directors
and its governance processes. It will keep
under review diversity in all aspects within
the Group, including the requirements of the
Parker Review, the FTSE Women Leaders
Review, and the targets set out under the
FCA Listing Rules.
Director nomination processes
continued
On appointment, both took advantage of
an induction programme that enabled them
to meet with key senior employees of the
Company, understand their fiduciary
responsibilities and learn about the
Company’s products and services.
The Committee also considered and
recommended to the Board that Sophie
Krishnan and Kevin Li Ying be appointed
to the Audit and Risk and Remuneration
committees and, following the establishment
of the Technology and Product Advisory
Committee (“TPAC”), to that committee also.
During 2025, the Committee will lead any
nomination process for new Directors, as
required by vacancies and ongoing succession
planning. The formal nomination process,
as agreed by the Directors and in line with
governance best practice, will continue to be
followed. The Board has ultimate responsibility
for any consideration of nominations based
on merit against objective criteria, with regard
to diversity factors, as identified by the
Nomination and Governance Committee.
Succession Planning
The Committee regularly reviews and updates
the succession plans for the Board and Senior
Leadership Team. In the course of its reviews,
the Committee considered the appointment
profile of each Director, including relevant
expertise and diversity, to capture plans for
contingency, in the medium-term and in the
longer term, to ensure the long-term success
of our Company.
I am delighted that this approach allowed us
to identify Steve Dryden as the successor to
myself as Chairman of the Board, Sophie
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Krishnan as the appropriate Non-Executive
Director to succeed Sharon Baylay-Bell as
chair of the Remuneration Committee and as
designated Director for employee engagement,
and Mirjana Blume to succeed Steve Dryden
as chair of the Audit and Risk Committee.
Board
As part of its review of Board succession plans
during 2024, the Committee reviewed the
skills, expertise and time commitment of the
Independent Non-Executive Directors, which
supported succession planning discussions.
The Committee also considered other matters
such as external appointments and the
benefits of diversity including gender, social,
ethnic and cognitive.
The Committee considered the need to
enhance the Board’s understanding of
technological matters, and this underpinned
the recruitment process for the two
Independent Non-Executive Directors
recruited during the year.
The Committee is committed to promoting
diversity of thought, and for the Board and
Senior Leadership Team to be representative
of the communities in which the Company
operates, including industry and geographic
presence. The Committee values the diverse
skills, experiences and backgrounds that
comprise the Board, which are strategically
aligned to the Company’s purpose and values.
Senior Leadership Team
The Committee maintains oversight over the
succession plans and ongoing development of
the Company’s Senior Leadership Team. It has
noted the barriers to creating gender balance
in the geographies in which the Company
operated. Nevertheless, it has stressed the
importance of taking opportunities to improve
gender balance in the recruitment of senior
leaders and will keep this under review.
Diversity and Inclusion policy
The Board has established a Policy on diversity
and inclusion. The purpose of the Policy is to
ensure the Board and its Committees have a
diverse and inclusive membership which will
enhance decision making and promote the
best success of our Company. The Committee
values the benefits of diversity of thought,
alongside diversity of skills, experiences and
backgrounds, in its considerations of
appointments to Board and Senior Leadership
Team positions. The Company requires that
appointments consider diversity, while
ensuring roles are offered on merit against
objective criteria to the best available
candidate. The policy set by the Board aspires
to commit to no less than 50% of women on the
Board and at least one Director from a minority
ethnic background as a medium-term
objective. The Committee regularly reviews the
composition of the Board and its Committees
and is committed to meeting the targets as set
in the FTSE Women Leaders Review, the Parker
Review on Diversity and the FCA Listing Rules.
Training and ongoing
development
The Company has a programme to induct
and onboard Directors, which enhances the
integration of newly appointed Board members.
This programme helps Directors further their
understanding of the Company, with a focus
on its people and culture. This includes
ongoing activities to engage with its people,
further details of which can be found on
page 21.
During the year, the Board engaged in training
on health and safety, Directors’ fiduciary duty,
whistleblowing, FCA Listing Rules changes and
the Takeover Code. At its strategy day in May
2024, the Board received updates on industry
trends and competition.
Board and committee
evaluation
On an annual basis, the Board evaluates its
own performance and that of its Committees,
as well as the individual performance of the
Chairman and each Director. The Company
undertook its first externally facilitated Board
evaluation during 2023 and built on this in
2024 using a questionnaire approach
facilitated by Lintstock Ltd.
The 2024 evaluation considered the
effectiveness of the Board and separately
its Committees. Each Director completed a
questionnaire to capture their professional
feedback. The results were reviewed by the
Chairman who discussed the findings with
the Board.
The review helped us to identify a number of
areas for focus in 2025 including clarifying
and delivering the strategy, transformation
and the Eurowag Office platform, people and
succession planning and engagement with
management. Recommendations from the
review were to focus on delivery of the
Eurowag Office platform and to prioritise
succession planning and alignment across
the organisation.
A key proposal was to increase site visits to
maximise engagement to allow for exchanges
with members of the management team
and staff.
During 2025 the Committee will support the
Board in implementing these actions to
enhance the Board operations.
In addition to the Board effectiveness review,
the Board carried out a review of its committees.
The Committees received high ratings, although
it was noted that the Remuneration Committee
could provide greater clarity on how the
Remuneration Policy works. The Audit and
Risk Committee was singled out for having
significantly improved it focus over the year.
Annual re-election of Directors
In accordance with the Code, all continuing
Directors will stand for re-election by
shareholders at the 2025 AGM. Both the
Committee and the Board are satisfied that
all Directors continue to be effective in, and
demonstrate commitment to, their respective
roles on the Board. The Committee believes
each Director makes a valuable contribution
to the leadership of the Company. The Board,
therefore, recommends that shareholders
approve the resolutions to be proposed at
the 2025 AGM relating to the re-election
of the Directors.
Paul Manduca
Chair of the Nomination and Governance
Committee
24 March 2025
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Audit and Risk Committee report
Audit and Risk Committee report
Dear shareholders,
As the Chair of the Audit and Risk Committee, I
am pleased to present the Committee’s report
summarising our activities during the financial
year ended 31 December 2024.
Our priority areas this year have been
reviewing the progress of the Company’s ERP
implementation and the timely implementation
of robust procedures in financial reporting, IT
general controls, system transformation,
compliance and the Speak Up (Whistleblowing)
Policy process. The Committee has assessed
financial performance, controls reporting,
internal audit reports and the risk
management framework.
The Committee is composed entirely of
Independent Non-Executive Directors, whose
detailed biographies can be found on pages 74
to 76. The expertise of the Committee covers
accounting, internal and external auditing,
technology and technological change and
each member of the Committee has the
necessary business experience to fulfil their
duties as Committee members. Committee
meetings are routinely attended by the
Chairman of the Board, the Chief Financial
Officer, the Group’s External Auditors (“PwC”),
the Internal Auditors (“KPMG” Česká republika,
s.r.o.), and other members of the management
team. Both PwC and KPMG have consistently
participated in all Committee meetings
throughout the year ended 31 December 2024,
and will continue to do so in future meetings.
The Committee has reviewed and evaluated
the contents of the Annual Report and
Accounts and believes that it provides the
essential information needed to assess the
Group’s performance, business model and
strategy. Taken as a whole, the report is
deemed fair, balanced and understandable.
This Committee report should be read in
conjunction with the Financial review on pages
28 to 32, the Risk management section on
pages 33 to 40, the External Auditors’ report
on pages 116 to 120, and the Group Financial
statements on pages 122 to 190.
As announced on 21 January 2025, I will be
taking over from Paul Manduca as Chairman
of≈the Board immediately following the AGM
on 22 May 2025. At that point Mirjana Blume
will succeed me as Chair of the Audit and
Risk Committee.
I will be available at the AGM to address any
enquiries from shareholders regarding the
Committee’s activities this year. I would like to
take this opportunity to thank the dedicated
members of the finance, risk and compliance
teams as well as our external assurance
providers, for their hard work throughout this
financial year, and wish Mirjana well as the
incoming Chair of the Committee.
Steve Dryden
Chair of the Audit and Risk Committee
24 March 2025
Steve Dryden
Chair of the Audit and Risk Committee
The Committee has focus on
the audit, assurance and risk
and compliance processes
within the business.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Committee overview
•
The Committee comprises four
Independent Non-Executive Directors
(Steve Dryden (Chair), Mirjana Blume,
Sophie Krishnan and Kevin Li Ying).
Susan Hooper was a member of the
Committee until she stepped down from
the Board on 16 May 2024. Sharon
Baylay-Bell was a member of the
Committee until she stepped down from
the Board on 21 February 2025
•
Steve Dryden and Mirjana Blume are
considered by the Board to have recent
and relevant accounting experience. All
members have relevant commercial and
operating experience
•
Six meetings have been held during the
year ended 31 December 2024
•
Meetings are attended by the Chairman
of the Board and Chief Financial Officer,
other members of management, the
Internal Auditors, and the External
Auditors, by invitation of the Chair
Focus areas for 2025
•
Comtinue to monitor the implementation
of a new finance system
•
Review and scrutinise the preparation of
the Annual Report and Accounts for the
year ended 31 December 2024,
including significant financial reporting
issues and judgements
•
Monitor the implementation of controls
around the financial position
•
Assist the Board in its review of the
effectiveness of the Group’s systems of
internal control and risk management
methodology
•
Review the performance of the External
Auditors and the Internal Auditors
•
Undertake a review of the Committee’s
performance, composition and Terms of
Reference
Key responsibilities
The Committee’s main responsibilities, as
outlined in its Terms of Reference, are:
•
Recommending the half and full-year
financial results to the Board
•
Maintaining the integrity of all financial
and non-financial reporting, including
review of significant judgements and
estimates
•
Monitoring the Group’s internal financial
controls and risk management systems
•
Overseeing the relationship with the
External Auditors and reporting the
findings and recommendations of the
Auditors to the Board
The Committee’s Terms of Reference,
which are reviewed and approved annually,
are available on the Company’s website at
www.investors.eurowag.com.
Activities of the Committee
The Committee has focused on the audit,
assurance, and risk and compliance processes
within the business. The Committee’s role is to
ensure that management’s disclosures reflect
the supporting detail provided to the
Committee throughout the year, challenging
where necessary and, in some cases,
requesting items to be re-presented, in order
for the Committee to further understand
certain matters. The Committee reports its
findings and makes recommendations to the
Board in the form of Committee reports at
each Board meeting. Individual items of
business considered by the Committee,
including as part of the Annual Report and
Accounts process, are set out opposite:
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Audit and Risk Committee report continued
Activities of the Committee continued
Actions Outcomes Cross-reference
Annual reporting
External audit planning and key accounting matters The Committee received and approved the external audit plan and audit fee proposal for PwC in December 2024. Page 95
Review of significant financial reporting issues and
key judgements
The Committee received and approved management’s accounting paper and PwC’s audit findings in March 2024, in
respect of the 2023 Annual Report and Accounts. The Committee received and approved management’s accounting
paper and PwC’s audit findings in March 2025 in respect of the 2024 Annual Report and Accounts.
Page 92
Review of Going Concern and Viability statements The Committee received and approved management’s paper on Going Concern and Viability in March 2024, in respect
of the 2023 Annual Report and Accounts, and in March 2025 in respect of the 2024 Annual Report and Accounts.
Page 41
Review of Annual Report The Committee recommended the 2023 Annual Report and Accounts to the Board in March 2024, and recommended
the 2024 Annual Report and Accounts to the Board in March 2025.
n/a
Risk management and internal control
Risk management framework and risk registers The Committee reviewed the effectiveness of the 2024 risk management framework. Page 33
Review of principal and emerging risks The Committee and the Board completed a robust assessment of the Company’s emerging and principal risks, along
with the relevant appetite limits. Details of the risks approved by the Board can be found in the Risk section of this report.
Page 33
Review of internal controls The Committee reviewed the internal control reporting for 2024 and reviewed the design and effectiveness of the
internal controls in December 2024.
Page 93
Approved internal audit plan The Committee approved the internal audit plan for 2025 in December 2024. Page 95
Governance
Mergers & Acquisitions The Committee received reports on M&A integrations and risks in relation to the Company`s acquisitions. n/a
Review of External Audit During the year the Committee reviewed the effectiveness of the external audit process and identified areas for
improvement.
Page 93
Committee Terms of Reference The Committee reviewed and agreed the Terms of Reference for the Committee. investors.eurowag.com
IT general controls The Committee received regular reports on the IT general controls and, in particular, controls to mitigate cyber attacks. Page 93
KPIs and metrics The Committee continued to review, challenge and recommend metrics and indicators to enhance the Company’s
control environment. In particular, the Committee reviewed the externally reported environmental metrics and
recommended them to the Board for approval.
Page 17
Anti-Money Laundering (“AML”) Policy The Committee received updates from the Anti-Money Laundering (“AML”) Officer, and reviewed and approved the
Group’s AML Policy. It also received updates on the annual compliance report, and reviewed and approved the
compliance action plan.
Page 57
Finance internal controls The Committee received updates on internal controls specifically around finance and financial reporting. Page 93
ERP implementation The Committee received regular updates on the implementation of a new finance system along with the steps taken to
minimise the risks to reporting during the implementation process.
n/a
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Key accounting issues, significant judgements and significant estimates
In the preparation of the Group’s 2024 financial statements, the Committee assessed the accounting principles and policies adopted, and whether management had made appropriate estimates and
judgements. In doing so, the Committee discussed management reports and enquired into judgements made and discussed key matters with the External Auditors.
The significant issues considered by the Committee in relation to the financial statements include:
Significant judgements
and significant estimates Summary
Principal vs agent
consideration
(significant judgement)
The Group has considered whether it acts as a principal or an agent in the sale
of energy from contracts with customers under the acceptance business
model as set out in Note 1(c) and has concluded that the Group is the principal.
The Group recognises revenue earned from sales of energy as part of an
integrated web-based service solution comprising advice on locations,
offering discounted energy prices, provision of payment cards, extended
credit payment terms and administration of payment card transactions.
The Group supplies energy to its customers under one contract under the
acceptance business model and the bunkering business models described in
Note 1(d). The recognition of revenue from contracts with customers under the
acceptance business model involves significant judgement.
In applying the judgement, management have concluded the Group is the
principal supplier in contracts with customers, mainly because the Group is the
primary obligor in respect of delivery of energy and related services to its
customers, bearing the risk and rewards of supply.
The Group has also considered whether it acts as principal or agent in the
provision of Toll services to customers under contracts with Toll suppliers as
set out in Note 1(d). The complexity of judgements in determining whether the
entity is acting as principal or agent is increasing within the industry in which
the Group operates, particularly in relation to entities that provide value-added
services to entities engaged in transportation and distribution services.
The recognition of revenue from Toll services involves significant judgement
when considering the criteria set out in IFRS 15 for assessing if the Group
controls the Toll service prior to providing the service to customers, which are
often combined with performance obligations for the provision of energy and
other services in a single contract. As Toll services are a combination of supply
of goods (OBUs) and services (Toll charges for access to road infrastructure)
significant judgment is required to determine if the Group acts as the agent in
the provision of Toll services.
The classification of Toll contracts as principal or agent requires judgement as
the indicators show that there are a range of interpretations over whether the
Group controls the specified service before it is transferred to the end
customer. Management has concluded that the Group remains the agent in the
provision of Toll services to customers based on a range of considerations, but
recognises that the continued evolution of the Toll market, particularly as an
EETS provider brings significant judgment to this conclusion. If a different basis
were used for these classifications, this could significantly increase the amount
of gross revenue and cost of goods sold recognised in the consolidated income
statement by including Toll charges as part of the Group’s revenue.
Adjusting items
(significant judgement)
In determining whether costs should be presented as Adjusting items in the
Consolidated income statement, the following criteria should be met:
•
Significant items deemed to be one-off in nature, which may straddle more
than one accounting period.
•
Reorganisation costs directly incurred because of acquisitions, capital
restructuring or strategic transformation programmes.
•
ERP implementation relating to key IT systems.
•
Other costs outside the ordinary course of business.
Significant costs that meet one or more of the above-mentioned criteria are
considered by the Board, through the Audit and Risk Committee, who exercise
judgement as to whether such costs should be classified as Adjusting items
in the Consolidated income statement. Adjusting items are disclosed on the
face of the Consolidated income statement and further information is provided
in Note 8. During FY24, the Group has separately reported ERP implementation
costs as Adjusting items due to their size and one-off transformational nature.
The Group considers the strategic transformational programme was concluded
at the end of December 2023 and is no longer disclosing these costs as
Adjusting items.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Audit and Risk Committee report continued
Key accounting issues, significant judgements and significant estimates continued
Significant judgements
and significant estimates Summary
Cash Generating Unit
(“CGU”)
(significant judgement)
A CGU is the smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other assets or groups
of assets. The Group has identified five CGUs in FY 2024: Energy, Fleet
management services (“FMS”), Navigation, Toll and Tax refund.
Significant judgement is applied in the allocation of goodwill to CGUs, or a group
of CGUs, as a change in the allocation of goodwill could impact the result of the
impairment review. As set out in Note 1(i), for the purpose of impairment testing,
goodwill acquired in a business combination is allocated to each of the CGUs,
or groups of CGUs, that is expected to benefit from that business combination, at
the lowest level at which goodwill is monitored for internal management purposes.
Goodwill is allocated at the operating segment level, and if goodwill were allocated
at a lower level, the results of the impairment testing may be different. The FMS and
Energy CGUs comprise several CGUs which have been grouped for impairment
testing purposes as they are expected to benefit from the synergies of
combinations with the ADS and Webeye acquisitions to support integration and
ownership of key IT and software systems by W.A.G. Payment Solutions, a.s.
The Group is not forecasting or reporting these acquisitions separately in its
management reporting because the cash inflows from ADS and Webeye
acquisitions are not considered to be largely independent of the other
cash inflows.
Going concern and viability
(significant judgement and
estimates)
Assessing whether the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future and thus prepare the
accounts on a going concern basis requires estimates and judgements to be made
about the likely performance of the Group. It is necessary to considered the
principal risks and uncertainties, likely to affect the Group’s future performance and
position. The financial forecasts require particular attention to be paid to the
different scenarios tested (a base case and severe but plausible downside case).
The severe downside case assumes a deterioration in trading performance relating
to a decline in product demand, as well as supply chain risks. These downsides
would be partly offset by the application of mitigating actions to the extent they are
under management’s control, including deferrals of capital and other discretionary
expenditure. These estimates are made on prevailing market conditions.
It is also necessary to assess the Group’s current financial position and principal
risks over a period longer than the twelve months (as required by the Going concern
statement) to conclude the Group’s financial viability. Similar to above, particular
judgement and estimation is required around the principal risks facing the Group
together with the ability to preserve liquidity and ensure compliance with the
Group’s financial covenants.
Having considered management’s assessment, the Committee approved the
Going concern statement set out on page 43 and the Viability statement set
out on page 43.
Impairment of non-financial
assets (significant estimate)
Impairment exists when the carrying value of an asset or CGU exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal
and its value in use. The fair value less costs of disposal calculation is based
on available data from binding sales transactions, conducted at arm’s length,
for similar assets or observable market prices less incremental costs for
disposing of the asset. The value in use calculation is based on a discounted
cash flow (“DCF”) model.
The cash flows are derived from the budget and forecasts for the next five
years and do not include restructuring activities that the Group is not yet
committed to or significant future investments that will enhance the asset’s
performance of the CGU being tested. The recoverable amount of the FMS
CGU is sensitive to the discount rate used in the DCF model as well as the
expected future cash-inflows and the growth rate used for extrapolation
purposes. These estimates are most relevant to the carrying value of goodwill.
The key assumptions used to determine the recoverable amount of the CGUs
are disclosed and further explained in Note 16.
Our disclosures against the Code are reviewed by the Internal Audit team and reported to the Committee.
93
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Fair, balanced and
understandable
The Committee carried out a thorough review
of the Group’s Annual Report and Accounts.
The Committee gave particular consideration
to whether the Annual Report and Accounts,
taken as a whole, was fair, balanced and
understandable, concluding it was.
To make this assessment, the Committee
received copies of the Annual Report and
financial statements to review during the
drafting process to ensure that the key
messages being followed aligned with the
Company’s position, performance and strategy
being pursued and that the narrative sections
of the Annual Report were consistent with the
financial statements. After consideration of all
of this information, the Committee is satisfied
that, when taken as a whole, the 2024 Annual
Report and Accounts is fair, balanced and
understandable, and provides the information
necessary for shareholders to assess the
Group’s performance, business model
and strategy.
Risk and internal controls
The key elements of the Group’s internal control
framework and procedures are set out on page
33. The principal risks the Group faces are set
out on pages 35 to 40. The Committee devoted
part of each meeting to discussions concerning
risk and its management.
The Executive Committee has established a
sub-committee, the Business Assurance
Committee. The sub-committee reports to the
Executive Committee and also has a separate
reporting line directly to the Audit and Risk
Committee where the Chair of the Business
Assurance Committee presents updates. The
executive sub-committee co-ordinates the
governance, risk and controls at the Group level
before reporting to the Committee and the
Board. During the year, the Committee reviewed
risk registers and the principal risks, and
challenged management in respect of the
Company’s risk management framework and risk
appetite statements ahead of Board discussions
to approve the Group’s final risk management
framework and risk appetite statements.
The material internal controls are reviewed by
the Business Assurance Committee and the
Audit and Risk Committee. The relevant material
internal controls have been defined and mitigate
the highest inherent risks of the Group and are
linked to the principal risks. The work to assure
the effectiveness of the material internal
controls is ongoing. Overall, progress has been
made across the Group and we have observed
a stronger control environment. Partially effective
and non-effective controls are discussed at the
Audit and Risk Committee. As a follow-up, due
dates for remediation of the partially effective
and non-effective controls are obtained from
the control owners. Based on the commitments
made, the Group presently expects to achieve
approximately 90% effectiveness of material
internal controls by the end of 2025 with the
exception that the Group will determine
expectations as to acquired businesses on
further formalisation of the control environment
in these businesses. Progress will be monitored
and reported regularly to the Audit and Risk
Committee. The Audit and Risk Committee, with
support from the Business Assurance
Committee, will continue to oversee the
remediation and action plans to ensure the
effectiveness of all material internal controls.
In addition to the general internal controls and
risk management processes described on page
33, the Group also has specific systems and
controls to govern the financial reporting
process and preparation of the Annual Report
and Accounts. These systems include clear
policies and the procedures for ensuring that
the Group’s financial reporting processes and
the preparation of its financial statements
comply with all relevant reporting requirements.
Group accounting policies are comprehensively
detailed in the Group accounting policy manual,
which all businesses are required to comply
with in the preparation of their results.
Compliance
The Committee, with support from reports from
the Chair of the Business Assurance Committee,
reviewed its assurance arrangements covering
legal, financial, tax, risk, IT and cyber security
and employment policies, identified areas where
additional assurance on Group compliance
with these policies and procedures was
required and agreed actions with management
to obtain the desired level of assurance.
FRC minimum standards for
audit committees
The Committee considers that the requirements
set out in FRC Audit Committees and the
External Audit: Minimum Standard published in
May 2023 have been applied and the Committee
is compliant with those requirements. During the
year, the Committee reviewed its own Terms of
Reference, with no changes adopted, as the
Committee’s operations either meet or exceed
the requirements of the minimum standard.
Effectiveness of external audit
The Committee, on behalf of the Board, is
responsible for the relationship with the Auditors,
and in carrying out its oversight evaluates the
effectiveness of the Auditors and statutory audit
process. The quality of the statutory audit is a
principal requirement of the annual audit process
and is regarded by the Committee as such. The
effectiveness of the external audit process
depends on appropriate risk identification.
In December 2024, the Committee discussed
the Auditors’ plan for the 2024 audit. This
included a summary of the proposed audit scope
and a summary of what the Auditors considered
to be the most significant financial reporting risks
facing the Group, together with the Auditors’
proposed audit approach to these significant
risks. In March 2024, the Auditors reported
against its audit scope, providing an opportunity
for the Committee to monitor progress and raise
questions, and challenge both the Auditors and
management. The Auditors are invited to attend
meetings of the Audit and Risk Committee, as well
as meeting with management at regular intervals
during the annual audit process. The Committee
formally reviewed the effectiveness of the 2023
external audit during 2024. The Committee will
formally review the effectiveness of the 2024
external audit during the first half of 2025.
Auditor independence
The Committee keeps under review the cost
effectiveness, independence and objectivity
of the External Auditors. The Committee has
put in place a policy on the engagement of the
External Auditors to supply non-audit services
and a review of the effectiveness of the
External Auditors.
In assessing the independence of the Auditors
from the Group, the Committee takes into
account the information and assurances
provided by the Auditors, confirming that all their
partners and staff involved with the audit are
independent of any links to the Group. PwC
confirmed that all its partners and staff complied
with its ethics and independence policies and
procedures, which are fully consistent with the
FRC Ethical Standard, including that none of its
employees working on the audit hold any shares
in W.A.G payment solutions plc.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Board of Directors
Executive Committee
Audit
and Risk
Committee
Business Assurance Functions
Audit and Risk Committee report continued
PwC UK has audited the Company and Group
since 2021. PwC CZ audited the predecessor
group in 2019 and 2020. The lead audit partner
rotates every five years to assure independence.
Mr Mark Skedgel became lead partner in late
2021, responsible for the Group’s statutory
audit for the 2021 year end onwards. The
Committee has no current plans to re-tender
the audit.
General Counsel
Internal Audit Compliance Legal Risk
Business
Assurance
Committee
Reports made by General Counsel
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The Committee is satisfied that the Company has complied with the provisions of the Statutory
Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive
Processes and Audit Committee Responsibilities) Order 2014, published by the Competition and
Markets Authority on 26 September 2014. In recognition of underlying auditor rotation requirements,
the Committee currently intends that a tender process will be undertaken during the year to
31 December 2029 to cover the financial year ending 31 December 2029 onwards. The Committee
will continue to review the auditor’s appointment each year to ensure that the Company is receiving
an optimal level of service.
The Committee is satisfied that PwC continues to be independent, and free from any conflicting
interest with the Group.
Non-audit services policy
The External Auditors are primarily engaged to carry out statutory audit work. There may be
other services where the External Auditors are considered to be the most suitable supplier by
reference to their skills and experience. A policy is in place for the provision of non-audit
services by the External Auditors, to ensure that the provision of these services does not impair
the External Auditors’ independence or objectivity, in accordance with the FRC Ethical and
Auditing Standards.
Service Policy
Audit-related services
May include the provision of services subject
to approval by the Audit and Risk Committee,
including capital markets services, review of
interim financial statements, compliance
certificates and reports to regulators.
All permitted non-audit services require approval
in advance by the Chair of the Audit and Risk
Committee or the Audit and Risk Committee,
subject to the cap of 70% of the fees paid for the
audit in the last three consecutive financial years
(the cap does not apply until three years of audit
fees have been accumulated).
Permissible services
Permissible services are detailed in the
FRC’s whitelist of Permitted Audit-Related
and Non-Audit Services. Any audit-related
service or non-audit-related service which
is not on the list cannot be provided by
the External Auditors.
Permissible in accordance with the FRC
Revised Ethical Standard 2019.
Non-audit services
The only fees incurred by PwC for non-audit work during the year were for: an agreed upon
procedures engagement for CVS over a report on related parties which was required by law,
and a fee of €4,700 was paid. In December 2024, the Company approved a service to allow
access to PwC’s generic accounting manual,
for which a fee of GBP 2,250 was agreed and
paid in 2025.
Internal audit
KPMG was appointed Internal Auditors for the
Group in October 2021. This financial year, the
Committee reviewed various internal audit
reports for 2024, and approved the Internal
Audit plan for 2025 in December. The
Committee has assessed the effectiveness of
the Internal Audit function and has satisfied
itself that the quality, experience and expertise
of the function continue to be appropriate for
the business. The Committee will review the
effectiveness of the Internal Audit function
again during 2025.
Audit fees for 2024
Fees paid to the External Auditors for the year
were €1.888m of which €5,000 was for
non-audit and other assurance services. The
audit to non-audit fee ratio was 1:0.003.
The Committee reviewed the relatively high
audit fee and was satisfied that it was
appropriate, given the amount of substantive
testing undertaken given the fragmented
nature of the Company`s ERP systems and the
early stage of new ERP implementation. The
reporting accountant work is subject to the
non-audited services cap. The Committee will
continue to review the non-audit fee ratio.
Whistleblowing
The Committee approved the Group’s
Speak Up (Whistleblowing) campaign and
implemented a range of employee awareness
campaigns around whistleblowing. Part of the
Speak Up (Whistleblowing) campaign involved
making employees aware of the Committee
Chair’s email address, which is published on
the Group’s intranet, for the purpose of
whistleblowing. No items have been notified to
the Committee Chair prior to this report.
Terms of Reference
The Committee has reviewed and approved
the Terms of Reference, which are available
on the Company’s website, and were last
reviewed and approved in December 2024.
The Committee will, at least annually, review
its Terms of Reference to ensure they remain
appropriate and robust.
Committee effectiveness
review
The Board undertook a review of its own
effectiveness which included the effectiveness
of the Committee. The Board and Committee
will implement actions from the review
during 2025.
Continuing education
and training
The entire Board has received training on
health and safety, Directors’ fiduciary duty,
whistleblowing, Listing Rules changes and the
Takeover Code and the FCA Listing Rules, and
regularly receives information and regulatory
updates that could affect the work of
the Committee.
96
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Remuneration report
Remuneration report
Annual statement
I am pleased to present Eurowag’s Directors’
Remuneration Report for 2024. This year, the
Directors’ Remuneration Report comprises the
following sections:
@
This Annual Statement, where I summarise
the work of the Committee during 2024 and
our approach to Directors’ remuneration
@
A summary of the Directors’ Remuneration
Policy (“Policy”), which was approved by
shareholders at the May 2024 AGM
@
The Annual Report on Remuneration, which
explains in more detail how Directors have
been paid in 2024 and how we intend to
implement the Policy in 2025
In January 2025, as part of Eurowag’s ongoing
succession planning, Sharon Baylay-Bell, Chair
of the Remuneration Committee, indicated her
intention to step down from the Board and I
assumed the role in February 2025. I would
like to extend my gratitude to Sharon for the
significant role she played in our success and
people agenda
2024 business performance
Eurowag delivered continued strong growth
from our business-critical products and
services, despite the economic headwinds
impacting the industry across Europe. At a
headline level, net revenue grew 14.0% to
€292.5 million, with adjusted EBITDA up 11.9%
to €121.7 million, supported by strong organic
growth. Adjusted EBITDA margins were
maintained at 41.6%, demonstrating the
strong profitability of the business. Our capital
expenditure was €46.0 million. A marked
improvement in our net leverage at 2.3x also
gives us a solid position from which to
continue our growth in 2025 and beyond.
The business successfully launched Eurowag
Office, an industry-first digital platform that
provides end-to-end services for transport
companies, enabling them to optimise
business operations in one place. By the end
of the year we had ~260,000 customers
benefit from Eurowag Office.
You can find more information about Eurowag’s
activities and performance in 2024 in the
Board Chairman’s statement on page 2 and in
the Chief Executive Officer’s review on page 14.
Remuneration outcomes
for 2024
The annual bonus for 2024 was based 70%
on financial performance and 30% on
non-financial objectives.
Financial (70%):
@
Adjusted EBITDA (30%) – the Group
achieved an adjusted EBITDA of €121.7 million
in 2024, which resulted in a payout of 21%
out of 30%
@
Net revenue (20%) – the net revenue of
€292.5 million in 2024, which resulted in a
payout of 14% out of 20%
@
Net debt leverage (10%) – the net debt
leverage was 2.3x in 2024, which resulted
in a payout of 10% out of 10%
@
Capital expenditure (10%) – the capex
was €46.0 million in 2024, which resulted in
a payout of 0% out of 10%
Non-financial (30%):
@
Eurowag platform roadmap delivery (10%)
– the platform roadmap delivery of 82%
performance was assessed as 10% out of 10%
@
Individual KPIs and objectives (20%) –
This includes annual objectives based on
our strategic initiatives, priorities and
sustainability commitments. Overall, these
were assessed as 10% out of 20% for the
Chief Executive Officer and 20% out of 20%
for the Chief Financial Officer
Sophie Krishnan
Remuneration Committee Chair
The Committee is resolute in
ensuring a fair, transparent, and
performance-oriented
remuneration framework that
aligns executive compensation
with shareholder interests
and promotes long-term
value creation.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The overall annual bonus outcome for 2024
was 65% of maximum opportunity for the Chief
Executive Officer, comprising a 65% of salary
cash bonus and a 32.5% of salary deferred
bonus, with deferral in cash. For the Chief
Financial Officer, the outcome was 75% of
maximum opportunity, comprising a 75% of
salary cash bonus and a 37.5% of salary
deferred bonus, with deferral in shares.
Performance Share Plan (“PSP”) awards
granted to selected individuals in 2022 are
eligible to vest in 2025 based on performance
measures ending 31 December 2024. None of
the Executive Directors participated in that
cycle of awards but Oskar Zahn received a
buyout award which was based on the same
performance measures as applied to the 2022
PSP award, namely 60% on EPS and 40% on
relative TSR. Neither the threshold EPS
measure nor the relative TSR were achieved
and therefore these awards will lapse.
The Remuneration Committee has carefully
assessed the bonus and PSP vesting
outcomes and believes that they accurately
reflect performance over the relevant
performance periods and that the Remuneration
policy operated as intended in terms of
Company performance and quantum. No
discretion was exercised by the Remuneration
Committee to alter the formulaic outcomes.
Directors’ Remuneration
Policy approval
We were pleased with the strong support
received by shareholders for our Directors’
Remuneration Policy at the 2024 Annual
General Meeting. In accordance with the
Policy, the Chief Financial Officer was granted
both performance shares and restricted shares
during the year under review. The performance
element was subject to adjusted basic EPS
(60%) and relative TSR (40%) measures. The
restricted shares remain subject to satisfaction
of a performance underpin framework over the
period 2024–2026. To further align him with
the future success of the Company, the
Committee approved a one-off grant of
restricted shares in 2024 to the value of 100%
of salary alongside his hybrid award. This
gives Oskar Zahn significant alignment with
the share price and is believed to be an
appropriate incentive to retain him over the
medium-term. The awards vest after three
years subject to the achievement of the 2024
restricted shares underpin. Vested awards will
have a two-year holding period attached.
As a reminder, the Chief Executive Officer
does not participate in any long-term incentive
arrangements.
Our people
In 2024, Eurowag conducted its standard
annual salary review for all employees,
resulting in an average salary increase of 3.9%,
effective from 1 April 2024. This review
ensures that we remain competitive in the
market and continue to attract and retain top
talent while balancing Company affordability.
All our non-sales employees participate in an
annual bonus scheme, scheduled to be paid in
April 2025. This scheme is part of our broader
commitment to rewarding performance and
fostering a culture of excellence. To ensure
fairness, we have aligned the financial
measures of this annual bonus scheme with
those of the Executive Directors annual bonus
plan, ensuring that performance is rewarded
equally across the workforce.
Our people and culture are the foundation of
Eurowag’s success. We have implemented
various initiatives to support our employees’
engagement, wellbeing and professional
growth. In 2024, we launched the People and
Culture Ambassadors Network, which includes
40 colleagues from across the organisation.
This network focuses on key areas such as
culture, diversity, inclusion, tech innovations,
and sharing Company purpose and strategy.
In 2024, our annual engagement survey
achieved a 91% participation rate, and the
overall engagement score increased from 60%
to 62%. However, this score is still lower than
in 2022. Therefore, we remain focused on
fostering open and inclusive communication,
as well as improving honest two-way
communication and aligning systems
and processes.
We also continued to build on our diversity,
equity and inclusion strategy, with a focus on
gender diversity to further increase the
representation of women in leadership roles
and promote inclusive recruitment practices.
Our efforts included gender-neutral job postings,
diverse interview panels and partnerships with
organisations like AjTyvIT which support
women in IT. Additionally, we hosted the June
Women’s Summit, featuring inspiring speakers
and activities to encourage women’s
engagement and career development.
Our commitment to learning and development
is reflected in initiatives like the Leadership
Design Journey and the internal mentoring
programme, which support our colleagues’
personal and professional growth. We also
offer access to digital training libraries,
e-learning courses, workshops and
certification opportunities.
By investing in our employees and creating a
supportive and engaging workplace, we aim
to drive success and innovation across
the organisation.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Remuneration report continued
Annual statement
continued
Operation of the Policy in 2025
The Committee intends to operate the Policy
as follows in the current financial year.
@
Fixed pay – the Remuneration Committee
considered several factors when reviewing
the base salaries of the Chief Executive
Officer and the Chief Financial Officer.
These factors included: the wider workforce
experience (with an average salary increase
budget of 5.6% across the company), market
data against the FTSE 250 and broader
international peer group, and overall
business performance. Balancing these
considerations, the Remuneration
Committee approved a 5% increase for the
Chief Executive Officer and 5% for the Chief
Financial Officer effective 1 April 2025
@
Annual bonus – the Chief Executive Officer
and Chief Financial Officer will participate in
the 2025 annual bonus plan, which aligns
them with the financial and corporate goals
set by the Remuneration Committee which
cascade down the organisation. In
accordance with the Policy, the Chief
Executive Officer’s and Chief Financial
Officer’s bonus opportunity will be set at
150% of their salary. For 2025, the proposed
performance measures aim to balance
financial and strategic objectives. We will
place equal emphasis on adjusted EBITDA
(30%) and net revenue (30%), as delivering
our growth is as important as achieving
operational efficiency. Additionally, 10% of
the measures will be based on the number
of active trucks, and another 10% on
customer NPS, as these metrics are crucial
for achieving our long-term strategic vision.
The remaining 20% will be based on
individual performance. The targets remain
commercially sensitive and will be disclosed
retrospectively in next year’s Remuneration
Report
@
Long-term incentives – with the new Board,
we intend to conduct our normal July
strategy review, deep dive into our product
and technology roadmap and update our
medium-term business plan to drive
significant value for our customers and
increase our cash EBITDA for the next three
years. We will update our medium-term
business plan as needed and review our
Policy to ensure alignment with this value
creation
Concluding remarks
The Committee is very grateful for the support
received from shareholders at the 2024 AGM
and for their constructive feedback. We will
keep the Policy under review to ensure that it
is fit for purpose and the executive
remuneration supports the Group’s strategic
aims by retaining and motivating the existing
management team whilst ensuring we remain
focused on the interests of shareholders.
Sophie Krishnan
Chair of the Remuneration Committee
24 March 2025
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by a shareholder vote at the AGM on 16 May
2024 and applies for a period of three years. The Policy was prepared in accordance with the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as
amended, considering the six factors listed in Provision 40 of the Code:
@
Clarity
The Policy is simple and supports long-term, sustainable performance. The Policy clearly sets out
the limits in terms of quantum, an overview of the performance measures that can be used and
discretions that could be applied if appropriate.
@
Simplicity
The Group’s arrangements are simple and include a market standard annual bonus and a single
LTIP under which performance shares and restricted shares may be granted. There are no
complex or artificial structures required to deliver the Policy.
@
Risk
Appropriate individual limits and caps are set with appropriate weighting on long-term
performance to discourage any inappropriate risk taking. The Committee retains discretions to
override formulaic outturns. When considering performance measures and target ranges, the
Committee will take account of the associated risks and liaise with the Audit and Risk Committee
as necessary. The long-term nature of a large proportion of pay (through annual bonus deferral,
post-vesting holding periods and post-cessation shareholding requirements) encourages a
long-term, sustainable mindset. Clawback and malus provisions are in place across all incentive plans.
@
Predictability
The Policy contains appropriate caps for each component of pay. The potential reward outcomes
are easily quantifiable and are set out in the illustrations provided in the Policy. Performance can
be reviewed at regular intervals to ensure there are no surprises in outcomes at the end of the
performance period.
@
Proportionality
Incentive outcomes are contingent on successfully meeting stretching performance targets, which
are aligned to the delivery of the Company’s strategy. The Committee retains discretions to
override formulaic outturns.
@
Alignment to culture
The Policy encourages performance delivery, which is aligned to the culture within the business.
However, this performance focus is always considered within an acceptable risk profile.
The measures used in the variable incentive plans reflect business priorities and are aligned
across the Group.
The following section includes a summary of the Policy approved. The full description of the Policy
can be found in last year’s Directors’ Remuneration Report on the Company’s corporate website
(investors.eurowag.com).
Remuneration policy for Executive Directors
The following table summarises each element of the Remuneration Policy for the Executive Directors, explaining how each element operates and links to the corporate strategy.
Base salary
Link to strategy Operation Maximum potential value Performance metrics
@
To provide a base level of pay
that helps us recruit, retain and
engage high-calibre Executive
Directors
@
Recognises the knowledge,
skills and experience of the
individual and reflects the
scope and size of the role
@
Salaries are normally reviewed, but not necessarily increased, annually
@
When setting base salaries a number of factors are considered
including skills and experience, the size and scope of the role and
salary increases across the Group
@
There is no maximum salary level
@
Salary increases are normally
considered in relation to the wider
salary increases across the Group
@
Individual performance and the performance of the Group
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Pension
Link to strategy Operation Maximum potential value Performance metrics
@
To provide cost-effective
retirement benefits
@
The Executive Directors may receive a pension contribution to a
Company pension scheme or in the form of a cash allowance in lieu
of pension
@
Pension provision is no more
generous than any applicable local
arrangements implemented for other
employees
@
Not applicable
Benefits
Link to strategy Operation Maximum potential value Performance metrics
@
To provide competitive,
cost-effective benefits, which
help to recruit and retain
Executive Directors
@
Benefits may include insurances such as life and accident insurance,
private medical and dental cover, a mobile telephone, use of a company
car and related costs and other market standard benefits provided across
the Group from time to time
@
There is no specific maximum,
although it is not expected to exceed
a normal market level
@
Not applicable
Annual bonus
Link to strategy Operation Maximum potential value Performance metrics
@
To incentivise and reward for
the delivery of annual corporate
targets aligned to the business
strategy
@
To align with shareholders’ and
wider stakeholders’ interests
@
The annual bonus is subject to performance measures and objectives
for the financial year
@
One-third of any bonus earned will be deferred in shares for three
years under the Deferred Bonus Share Plan (“DBSP”)
@
Malus and clawback provisions apply
@
The annual bonus policy maximum is
150% of base salary
@
The target annual bonus opportunity
is normally set at 50% of the maximum
@
The amount payable for achieving
threshold performance is up to 25%
of the maximum
@
If the threshold level is not achieved,
no payment will arise for the portion
of bonus against that metric
@
Performance measures may include financial, strategic, operational,
ESG and/or personal objectives
@
The majority of the performance measures will be based on
financial performance
Directors’ Remuneration Policy continued
Remuneration policy for Executive Directors continued
Remuneration report continued
101
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Long-term incentive
Link to strategy Operation Maximum potential value Performance metrics
@
To incentivise and reward for
the delivery of long-term
performance and sustainable
shareholder value creation
@
To align with shareholders’
interests and to foster a
long-term ownership mindset
@
Hybrid awards comprising a mix of performance shares, restricted
shares, options and conditional awards may be granted, with performance
conditions and holding periods as determined by the Committee
@
The maximum annual award is 75%
of salary for performance shares and
75% of salary for restricted shares
Performance shares:
@
Performance conditions, weightings and target ranges will be
determined prior to grant each year to align with the Company’s
longer-term strategic priorities at that time
Restricted shares:
@
Restricted share awards will be subject to the satisfaction of a
performance underpin which considers the overall performance of
the business over the three-year performance period
All employee share plans
Link to strategy Operation Maximum potential value Performance metrics
@
To encourage wider share
ownership across all
employees, including the
Executive Directors
@
To align with shareholders’
interests and to foster a
long-term mindset
@
Executive Directors may participate in all employee schemes on the
same basis as other eligible employees
@
Limits are in-line with those set by
HMRC
@
Not applicable
Shareholding requirements
Link to strategy Operation Maximum potential value Performance metrics
@
To align with shareholders’
interests and to foster a
long-term mindset
@
Executive Directors will normally be expected to retain vested shares,
net of sales to settle tax, until they have met the required
shareholding and continue to hold the shares for a period of two
years after termination of employment
@
The shareholding requirement for
Executive Directors is 200% of base
salary
@
Not applicable
Directors’ Remuneration Policy continued
Remuneration policy for Executive Directors continued
102
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Fees policy for Chairman and Non-Executive Directors
The following table summarises the fees policy for the Chairman and the Non-Executive Directors.
Fees
Link to strategy Operation Maximum potential value Performance metrics
@
To provide a competitive fee
to attract Non-Executive
Directors who have the
requisite skills and
experience to oversee the
implementation of the
Company’s strategy
@
Fees for the Chairman are set by the Committee
@
Fees for the other Non-Executive Directors are set by the
Board, excluding the Non-Executive Directors
@
Fee levels are determined based on an estimate of the
expected time commitments of each role and by reference
to comparable fee levels in other companies of a similar
size and complexity
@
Additional fees are payable to Non-Executive Directors who
take on certain other responsibilities on the Board
@
The Non-Executive Directors and the Chairman are not
eligible to receive benefits and do not participate in pension
or incentive plans
@
Additional fees may be payable for additional responsibilities
such as ESG-related responsibilities or for being the
designated Director for employee engagement for the
purposes of the Code
@
Higher fees may be paid to a Non-Executive Director
should they be required to assume executive duties on a
temporary basis
@
The Non-Executive Directors and the Chairman are not
eligible to receive benefits and do not participate in pension
or incentive plans
@
Business expenses incurred in respect of their duties
including international travel and accommodation for
meetings (including any tax thereon) are reimbursed
@
Fees are reviewed, but not
necessarily increased, annually.
Fee increases are normally
effective from either 1 January
or 1 April
@
There is no maximum fee level
@
Not applicable
Malus and clawback
The incentive pay awards made by the Company are subject to provisions that allow it to recover any value delivered (or which would otherwise be delivered) in connection with any variable award
including annual bonus, DBSP and PSP awards in exceptional circumstances, and where it believes that the value of those variable pay awards is no longer appropriate.
The malus and clawback provisions can be used in the following circumstances:
@
A material misstatement
@
An error of calculation (including on account of inaccurate or misleading information)
@
An action or conduct that amounts to serious misconduct
@
An instance of corporate failure (e.g. administration or liquidation)
@
A significantly adverse impact on the Group’s reputation
Malus and clawback may be effected prior to the third anniversary of the vesting of an LTIP award or prior to the third anniversary of the payment of a bonus or grant of deferred bonus share award,
as relevant.
Statement of consideration of shareholder views
The views of senior executives were taken when drawing up the 2024 Policy. In considering the operation of the Policy, the Committee takes into account the published remuneration guidelines and
specific views of shareholders and proxy voting agencies. The Committee will consider shareholder feedback received in relation to the AGM each year and the reports from shareholder
representative bodies more generally. Furthermore, the Committee will consider specific concerns or matters raised at any time by shareholders on remuneration.
Remuneration report continued
103
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Statement of consideration of employment conditions
elsewhere in the Group
In considering rewards for Executive Directors and senior executives, the Committee has been
provided with an update of pay and employment conditions throughout the Group. This includes
details of base salary increases, bonus award levels and share scheme participation across the
Group workforce, as well as more information on salaries and proposed increase for the
Executive Committee and Company Secretary. The Committee has reviewed and agreed all
grants of share awards. The 2024 employee engagement scores were shared and reviewed with
the designated Director for employee engagement.
Executive Directors’ service contracts
The service contracts for the Chief Executive Officer and Chief Financial Officer are terminable
by either party, with six months’ notice for the Chief Executive Officer and 12 months’ notice for
the Chief Financial Officer. Additionally, any contracts for newly appointed Executive Directors
will include equal notice in the future, capped at a maximum of 12 months. The specific date of
each service contract is recorded in the table below:
Date of service contract
Chief Executive Officer
1
– Martin Vohánka 7 September 2021
Chief Financial Officer
2
– Oskar Zahn 12 May 2023
Notes:
1. The Chief Executive Officer was appointed as Director of W.A.G payment solutions plc on 3 August 2021.
2. The Chief Financial Officer was appointed as Director of W.A.G payment solutions plc on 12 May 2023.
Executive Directors’ service agreements are kept available for inspection at the Company’s
single alternative inspection location.
Executive Directors’ external appointments
Executive Directors may accept external appointments as Non-Executive Directors of other
companies with the specific approval of the Board in each case. Any fees payable will be
retained by the Executive Directors.
Non-Executive Directors’ terms of appointment
The Non-Executive Directors do not have service contracts with the Company but instead have letters
of appointment. The appointments of each of the Independent Non-Executive Directors are for an
initial term of three years from the date of appointment, unless terminated earlier, until the conclusion
of the Company’s AGM occurring approximately three years from that date. The appointment of each
Independent Non-Executive Director is also subject to annual re-election at the Company AGM. The
date of appointment for each Non-Executive Director is shown in the table below.
Date of appointment
Paul Manduca
1
7 September 2021
Morgan Seigler 7 September 2021
Mirjana Blume 7 September 2021
Sharon Baylay-Bell
2
7 September 2021
Susan Hooper
3
7 September 2021
Steve Dryden 1 June 2023
Kevin Li Ying 1 March 2024
Sophie Krishnan 1 March 2024
Notes:
1. Paul Manduca will step down from the Board after the 2025 AGM.
2. Sharon Baylay-Bell stepped down from the Board on 21 February 2025.
3. Susan Hooper stepped down from the Board on 16 May 2024.
The Chairman’s appointment can be terminated with six months’ notice or, at the Company’s
discretion, immediately in exchange for a payment in lieu of notice. Additionally, the Company
reserves the right to terminate the Chairman’s appointment without compensation. Similarly, a
Non-Executive Director’s appointment requires one month’s notice for termination, but the
Company also has the authority to terminate it immediately without compensation.
104
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Annual report on remuneration
This section of the report provides detail on how we have implemented our Remuneration policy
in 2024 which, in accordance with the UK remuneration reporting regulations and alongside
other sections of the Directors’ Remuneration report, will be subject to an advisory shareholder
vote at our 2025 AGM.
Remuneration Committee roles and responsibilities
The Remuneration Committee assists the Board in determining its responsibilities in relation to
remuneration and employee engagement, including making recommendations to the Board on
the Company’s policy on executive remuneration, setting the overarching principles, parameters
and governance framework of the Company’s Remuneration Policy and determining the
individual remuneration and benefits package of each of the Company’s Executive Directors,
Executive Committee and Company Secretary.
Remuneration Committee members and meetings
The Committee currently comprises six Independent Non-Executive Directors:
@
Sophie Krishnan
1
(since 1 March 2024)
@
Mirjana Blume
@
Steve Dryden
@
Kevin Li Ying (since 1 March 2024)
@
Sharon Baylay-Bell (to 21 February, when she stepped down from the Board)
@
Susan Hooper (to 16 May 2024, when she stepped down from the Board)
Note:
1. Sophie Krishnan became Chair of the Committee on 11 February 2025.
The Board Chairman, the Chief Executive Officer, the Chief Financial Officer and the Chief
Human Resources Officer attend meetings by invitation to provide valuable input. However,
no Director plays any part in determining their own remuneration.
The Remuneration Committee is required to meet at least three times a year. The Terms of
Reference of the Remuneration Committee cover such issues as membership and the frequency
of meetings, as mentioned above, together with requirements for the quorum for and the right
to attend meetings, reporting responsibilities and the authority of the Remuneration Committee
to carry out its duties. Further details on the roles and responsibilities of the Committee are
disclosed in the Terms of Reference, which were reviewed during the year and can be found on
the Company’s corporate website (https://investors.eurowag.com/).
Key activities during the year
The Remuneration Committee held three meetings during 2024, and all members of the
Remuneration Committee were present. The Remuneration Committee undertook the following
activities in this period:
@
Agreed the 2024 base salaries for Executive Directors and selected Senior Leadership Team
members under the Remuneration Committee’s remit
@
Concluded the shareholder consultation on the proposed terms of the Directors’
Remuneration Policy.
@
Implemented the new Directors’ Remuneration Policy following approval at the 2024 AGM
@
Determined the participants in the 2024 annual bonus and long-term incentive schemes and
the related measures and targets, ensuring incentives are aligned with Company performance
and culture
@
Approved the disclosures contained within the 2024 Directors’ Remuneration Report
@
Received updates from the Committee’s independent advisor on market practice and
governance developments, including an overview of the 2024 AGM season and proxy voting
agency guidelines
@
Approved the outcomes of the 2024 annual bonus plan and 2022 PSP awards
@
Undertook an initial consideration of performance measures to apply to the 2025 annual bonus
and LTIP schemes
@
Reviewed the Remuneration Committee’s Terms of Reference
Independent advisor
The Company received advice from FIT Remuneration Consultants LLP (“FIT”) which was selected
by the Remuneration Committee following a tender process. During the year, FIT assisted the
Remuneration Committee on a range of subjects including the shape of the 2024 Policy, incentive
arrangements for 2024, an overview of pay trends and governance and remuneration report
drafting. FIT is a signatory to the Remuneration Consultants’ Code of Conduct and has confirmed
to the Committee that it adheres in all respects to the terms of the Code. The fees for the advice
provided to the Remuneration Committee for the year to 31 December 2024 were £56,003 plus
VAT (on a time and materials basis). FIT separately provided share plan technical services to the
Company during the year but provides no other services to the Company and the Committee is
satisfied that it receives independent and objective advice.
Remuneration report continued
105
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Annual report on remuneration continued
Single total figure of remuneration (audited)
The single figure of total remuneration disclosures covers the 2024 financial year and the prior financial year.
EUR ’000 Salary/fees Benefits 
7
Pension 
8
Total fixed
remuneration
Annual
bonus 
9
Other 
10
Total
variable
remuneration
Total
remuneration
Executive Directors
Martin Vohánka
2024 321 60 — 381 313 — 313 694
2023 321 47 — 368 173 — 173 541
Oskar Zahn
1
2024 508 15 41 564 571 — 571 1,135
2023 316 9 25 350 171 411 582 932
Magdalena
Bartoś
2
2024 — — — — — — — —
2023 130 6 — 136 — — — 136
Non-Executive Directors
11
Paul Manduca
6
2024 350 — — 350 — — — 350
2023 333 — — 333 — — — 333
Sharon
Baylay-Bell
2024 112 — — 112 — — — 112
2023 95 — — 95 — — — 95
Mirjana Blume 2024 107 — — 107 — — — 107
2023 93 — — 93 — — — 93
Morgan Seigler
3
2024 — — — — — — — —
2023 — — — — — — — —
Susan Hooper
5
2024 42 — — 42 — — — 42
2023 92 — — 92 — — — 92
Steve Dryden
4
2024 118 — — 118 — — — 118
2023 62 — — 62 — — — 62
Caroline Brown
4
2024 — — — — — — — —
2023 29 — — 29 — — — 29
Sophie Krishan
5
2024 74 — — 74 — — — 74
2023 — — — — — — — —
Kevin Li Ying
5
2024 74 — — 74 — — — 74
2023 — — — — — — — —
Notes:
1. Oskar Zahn joined the Company on 17 April 2023 and joined the Board as Chief
Financial Officer on 12 May 2023. Oskar Zahn is paid in GBP and his
remuneration has been converted to Euros at a rate of 0.847.
2. MagdalenaBartośsteppeddownfromtheBoardon30April2023.
3. Morgan Seigler was appointed to the Board by TA Associates. He does not
receive a fee for his services.
4. Steve Dryden joined as a Non-Executive Director on 1 June 2023 and
Caroline Brown stepped down as a Non-Executive Director on 11 May 2023.
Their remuneration reflects the period served on the Board during 2023.
5. Sophie Krishan and Kevin Li Ying were appointed on 1 March 2024. Susan
Hooper stepped down as a Non-Executive Director on 16 May 2024. Their
remuneration reflects the period served on the Board during 2024.
6. Paul Manduca will step down from the Board after the 2025 AGM.
7. Benefits for Executive Directors consisted of life insurance, private medical and
dental insurance, residency allowance, air travel, reimbursement of tax return
preparation costs, use of company car, fuel card and travel allowances. The
„Benefits“ figure for Martin Vohánka in 2023 and 2024 reflects also the value of
the vacation pay according to the local legislation in the Czech Republic.
8. Martin Vohánka did not participate in a private pension arrangement in 2024.
Oskar Zahn received a pension contribution as a cash allowance to the value
of 8% of base salary in lieu.
9. The bonus outcome for the year was 65% of maximum for Martin Vohánka and
75% for Oskar Zahn. Two-thirds of the bonus earned will be paid in cash, while
one-third will be deferred for three years. For Martin Vohánka, the deferred
portion will be in cash, and for Oskar Zahn, it will be in shares, contingent upon
continuous service.
10. The “Other” figure for Oskar Zahn in 2023 reflects the value of buyout Awards I,
II, and III based on their face values at the time of grant, as they are not subject
to performance criteria. It also includes the value of Award IV, which was based
on performance up to 31 December 2023 and has been updated to reflect the
share price at vesting on 10 May 2024. Additionally, Award V of his buyout was
based on EPS and relative TSR performance for the period ending 31 December
2024. However, the thresholds for EPS and relative TSR were not achieved, and
therefore this award will lapse. These buyouts were given to Oskar Zahn upon
joining Eurowag to compensate him for remuneration forfeited at his previous
employer. Additionally, Oskar Zahn received a cash sum of €57,000 to
compensate him for the forfeited 2022 bonus.
11. Non-Executive Directors are paid in GBP and their remuneration has been
converted to Euros at a rate of 0.847.
106
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
2024 annual bonus outcome (audited)
The 2024 annual bonus was based on the achievement of financial and non-financial measures
as set out below:
Targets and performance
Performance measure
Threshold
(10% payable)
Max
(100%
payable) Actual 2024
Bonus outcome
(% of maximum
for each
element)
Bonus earned
(% of overall
maximum)
Adjusted EBITDA €m (30%) 104.9 129.8 121.7 70.7% 21%
Net revenue €m (20%) 265.8 307.3 292.5 67.9% 14%
Net debt leverage (10%) 2.73x 2.47 2.3x 100% 10%
Capital expenditure €m (10%) 40.8 33.4 46.0 0% 0%
Platform roadmap delivery
(10%) 60% 80% 82% 100% 10%
Individual KPIs (20%)
Includes: annual objectives based on our strategic initiatives,
priorities and sustainability commitments.
50% for the Chief
Executive Officer
100% for the Chief
Financial Officer
10% for the Chief
Executive Officer
20% fo-r the Chief
Financial Officer
Total bonus
65% for the Chief
Executive Officer
75% for the Chief
Financial Officer
The Chief Executive Officer and Chief Financial Officer individual performance metrics were
measured versus the following objectives in 2024:
Objective Achievement
Business
performance
Increase net revenue growth Net revenue growth 14% increase
compared to prior year
Increase adjusted EBITDA margins Adjusted EBITDA 12% increase compared
to prior year
Increase total number of active trucks Total number of active trucks 10%
increase compared to prior year
Maintain or increase customer NPS Customer NPS score slightly increased
from 39 to 40 points
Sustainability
commitments
Reduce our GHG emissions Our direct emissions reduced by 17%
compared to year 2023 baseline
Maintain or increase employee
engagement
Annual engagement survey had a 91%
participation and overall engagement
score increased from 60% to 62%
Increase number of women in
leadership
Overall women in leadership increased
from 35% to 37%
The Committee has decided to evaluate the individual contributions of both the CEO and the
CFO towards achieving these objectives, attributing 50% to the CEO and 100% to the CFO.
The Committee considered the formulaic outcome in the context of broader company and
individual performance and agreed that the results were warranted. Therefore, no discretion was
used to alter the outcome.
The bonus opportunity for Martin Vohánka and Oskar Zahn for 2024 was 150% of base salary.
Total bonus
€000
Cash (2/3)
€000
Deferred (1/3)
€000
Martin Vohánka 313 209 104
Oskar Zahn
1
571 381 190
Note:
1. Oskar Zahn is paid in GBP and his remuneration has been converted to Euros at a rate of 0.847.
One-third of the bonus is deferred for three years – Martin Vohánka’s bonus will be deferred
in cash to reflect his high shareholding in the business and Oskar Zahn’s bonus will be deferred
in shares.
Long-term incentive awards vesting (audited)
The 2022 PSP awards were granted to selected individuals on 19 April 2022 and 4 November
2022. These awards were subject to adjusted basic EPS and relative TSR measures for the
financial year ended 31 December 2024 as set out below:
Vesting (% of awards) 0% vesting 25% vesting 100% vesting Actual performance Vesting (%)
Adjusted basic EPS for the
year ended 31 December
2024 <8.62 cents 11.5 cents ≥11.5cents 4.65 cents 0% vesting
Relative TSR for the year
ended 31 December 2024
Below
median Median
Upper
quartile Below median 0% vesting
Oskar Zahn’s buyout award was made up of five parts. Award V of his buyout was based on
adjusted basic EPS and relative TSR performance for the year ending 31 December 2024.
The thresholds of the EPS and relative TSR were not achieved and therefore these awards will lapse.
LTIP award granted in 2024 (audited)
As set out in last year’s report and in-line with the new Policy, the following awards were granted
during 2024:
Date of
grant
Type of
award
No. of
awards
granted
Share
price on
grant
Face value
of
award
Award as
a % of salary
Vesting
date
Oskar Zahn
16 May
2024
Performance
Share Award
452,949
options
1
71.2p £322,500 75%
16 May
2027
Restricted
Share
Award
452,949
options
1
71.2p £322,500 75%
16 May
2027
One-off
Restricted
Share
Award
603,932
options
1
71.2p £430,000 100%
16 May
2027
Note:
1. All options granted are at nominal cost.
Remuneration report continued
107
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
LTIP award granted in 2024 (audited) continued
The share awards will vest on the third anniversary of its grant, contingent upon Oskar Zahn’s
continued service and the extent to which the relevant performance conditions (described
below) are met.
The performance vesting of a distinct 60% of the performance share award (the “EPS Part”) will
be contingent upon the Company’s adjusted basic EPS for its financial year ending 31 December
2026 (“EPS 2026”). The performance vesting of 40% of the performance share award (the “TSR
Part”) will be contingent upon the Company’s TSR performance over the performance period, 1
January 2024 to 31 December 2026. This performance will be evaluated relative to the TSR
performance (over the same period) of a comparator group of companies – the constituents of
the FTSE 250 Index (excluding investment trusts) as at the start of the performance period.
Vesting (% of awards)
Adjusted basic EPS for FY
2026
Relative TSR ranking versus
FTSE 250 excluding
investment trusts
0% < 7.0 cents Below median
25% 7.0 cents Median
100% ≥8.3centsorhigher Upper quartile or higher
The restricted share awards are subject to the achievement of a performance underpin framework
that ensures awards will not vest if there has been clear underperformance against the key
elements included in the framework. For the 2024 restricted share awards, the proposed underpin
framework to be measured over the period 2024–2026 is as follows:
Performance underpin framework Factors to be considered (not limited to)
Financial health of the business, considering key
financial indicators
@
Revenue growth
@
Operating margin
@
Adjusted earnings per share
@
Return on capital
@
Cash conversion
@
Balance sheet strength
Strategic priorities Delivery of key strategic objectives over the
vesting period including operational and
individual performance
Stakeholder experience Consideration of our key stakeholders including
employees, customers, suppliers and shareholders
ESG progress Progress towards key achievement of ESG
objectives
Payments for loss of office and to former Directors (audited)
There were no payments for loss of office, nor payments to former Directors.
Share interests and incentives (audited)
The table below sets out the share awards held by Executive Directors.
Oskar Zahn
Date of
award
Number of
awards at
1 January
2024
Awards
granted
Awards
vested
Awards
lapsed
Awards
exercised
Number of
awards at
31
December
2024
Earliest
vesting
date
Lapse
date
Buyout Award
I
20 April
2023
37,689 — — — — 37,689 10 May
2026
20 April
2023
Buyout Award
II
20 April
2023
45,240 — — — — 45,240 8 March
2027
20 April
2033
Buyout Award
III
20 April
2023
79,233 — (79,233) — — — 8 March
2024
20 April
2033
Buyout Award
IV
20 April
2023
251,391 — (251,391) — — — 10 May
2024
20 April
2023
Buyout Award
V
20 April
2023
362,017 — — (362,017) — — 8 March
2025
20 April
2033
2023 PSP 20 April
2023
682,395 — — — — 682,395 20 April
2026
20 April
2033
2024 LTIP
(perf shares)
16 May
2024
— 452,949 — — — 452,949 16 May
2027
16 May
2034
2024 LTIP
(restricted
shares)
16 May
2024
— 452,949 — — — 452,949 16 May
2027
16 May
2034
2024 LTIP
(restricted
shares)
including
one off
16 May
2024
— 603,933 — — — 603,933 16 May
2027
16 May
2034
Deferred
bonus
22 April
2024
— 81,931 — — — 81,931 22 April
2027
22 April
2034
108
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
The table below sets out the total shareholdings and share interests for each Board Director.
Audited
Shares owned
outright as at
31 December
2024
Vested but
unexercised
options
Options
unvested and
subject to
performance
conditions
Options
unvested and
not subject to
performance
conditions
Shareholding
as a
percentage
of salary
Shareholding
requirement
met
(200% salary)
Executive Directors
Martin Vohánka
1
329,195,021 — — — 96,916% YES
Oskar Zahn
2
— 330,624 1,135,344 1,221,742 153% NO
Non-Executive Directors
Paul Manduca 150,000 — — — — n/a
Morgan Seigler — — — — — n/a
Mirjana Blume 13,913 — — — — n/a
Sharon Baylay-Bell
3
35,000 — — — — n/a
Susan Hooper
4
— — — — — n/a
Steve Dryden — — — — — n/a
Sophie Krishnan — — — — — n/a
Kevin Li Ying — — — — — n/a
Notes:
1. Comprises 135,775,918 shares held by Martin Vohánka and 193,419,103 shares held by Couverina Business s.r.o, a business
wholly owned by Martin Vohánka.
2. Oskar Zahn’s shareholding comprises the net of tax value of vested but unexercised options and options unvested which are
not subject to any performance requirements.
3. Sharon Baylay-Bell stepped down as a Non-Executive Director on 21 February 2025.
4. Susan Hooper stepped down as a Non-Executive Director on 16 May 2024.
The shareholding as a percentage of salary is based on shares owned outright and the net of tax
number of other awards which are not subject to ongoing performance conditions. The middle
market share price at the close of business on 31 December 2024 was £0.80 and the range of the
middle market price from 1 January 2024 until 31 December 2024 was £0.61 to £0.92. Since the
year end to the date of signing off this report there have been no changes in the shareholdings
shown in the table above.
Performance graph against FTSE 250
The chart below shows the value of £100 invested in the Company on IPO compared with the
value of £100 invested in the FTSE 250 Index at the same date and the movement in value until
31 December 2024. We have chosen the FTSE 250 Index as Eurowag is a constituent of the index
and it provides the most appropriate and widely recognised index for benchmarking the
Company’s corporate performance since IPO.
Chief Executive Officer single figure history
Chief Executive Officer single figure history 2021 2022 2023 2024
Total remuneration (EUR ’000) 134 321 518 654
Annual bonus as % of max n/a n/a 36% 65%
PSP shares vesting as % of max n/a n/a n/a n/a
The Chief Executive Officer did not participate in the annual bonus in 2021 or 2022 and has not
received any long-term incentive awards. He participated in the 2023 and 2024 annual bonus.
The Chief Executive Officer’s total remuneration for 2024 is as set out in the single figure of total
remuneration table on page 105. The Chief Executive Officer’s total remuneration for 2021 is
based on the period between incorporation and 31 December 2021.
Chief Executive Officer pay ratio
The Company has fewer than 250 UK employees and, therefore, has no statutory requirement
to publish a Chief Executive Officer pay ratio. The Committee will continue to review the
appropriateness of publishing pay ratios in the future.
W A G Payment Solutions FTSE 250 Index
Source: Datastream (a Refinitiv product).
7 Oct
2021
31 Dec
2021
31 Dec
2022
31 Dec
2024
31 Dec
2023
120
100
80
60
40
20
0
Total Shareholder Return
(value of 100 unit investment made at admission)
Remuneration report continued
109
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Relative importance of spend on pay
The following table shows the Company’s expenditure on remuneration for all employees globally as well as distributions to shareholders and adjusted EBITDA delivered, which the Committee
believes is a useful additional disclosure. The table below shows the year-on-year change between 2024 and 2023.
2024 2023 % change
Overall expenditure on pay €113.0m €111.1m 1.7%
Dividends n/a n/a n/a
Percentage change in Directors’ remuneration and employee pay
The following table shows the percentage change in each Executive and Non-Executive Director’s remuneration compared with the average change for all employees of the Company for the year
ended 31 December 2024. In calculating the percentage change, remuneration figures have been annualised to provide a better and more meaningful comparison.
2024 2023 2022
Salary/fee
Taxable
benefits
Annual
bonus Salary/fee
Taxable
benefits
Annual
bonus Salary/fee
Taxable
benefits
Annual
bonus
Martin Vohánka — 31.1% 80.6% 7% 219.4% n/a 0% 8.1% n/a
Oskar Zahn
1
— (1.6)% 108.3% n/a n/a n/a n/a n/a n/a
Paul Manduca 2.3% n/a n/a 0% n/a n/a 0% n/a n/a
Morgan Seigler n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mirjana Blume 12.1% n/a n/a 6.6% n/a n/a 0% n/a n/a
Sharon Baylay-Bell
2
14.9% n/a n/a 10% n/a n/a 0% n/a n/a
Susan Hooper
3
6.3% n/a n/a 6.6% n/a n/a 15.3% n/a n/a
Steve Dryden
4
7.5% n/a n/a n/a n/a n/a n/a n/a n/a
Sophie Krishnan
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Kevin Li Ying
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a
All employees (1.5)% (35.6)% (25.8)% (2.1)% 9.2% (4.3)% 8.0% (33.0)% (1.3)%
Notes:
1. Oskar Zahn joined the Board on 12 May 2023.
2. Sharon Baylay-Bell stepped down from the Board on 21 February 2025.
3. Susan Hooper stepped down from the Board on 16 May 2024.
4. Steve Dryden joined the Board on 1 June 2023.
5. Sophie Krishan and Kevin Li Ying joined the Board on 1 March 2024.
Changes in remuneration are based on the currency in which Directors are paid, to remove the impact of currency movements.
Statement of shareholding voting
At the AGM held on 16 May 2024, there was an advisory vote on the Directors’ Remuneration Report and the Directors’ Remuneration Policy. The voting outcomes are set out in the table below.
Votes for %
Votes
against %
Votes
withheld %
Approval of the Directors’ Remuneration Policy (2024) 560,992,209 96.25% 21,869,182 3.75% — —
Approval of the Directors’ Remuneration Report (2024) 582,582,777 99.95% 278,614 0.05% — —
The Remuneration Committee was pleased with the high level of support received.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Implementation of Policy in FY 2025
Component of pay Implementation for 2025
Base
salaries
There will be changes to the Chief Executive Officer and Chief Financial
Officer’s base salaries in 2025. These will be effective from 1 April 2025 along
with the increases provided for the wider workforce:
Chief Executive Officer: 5% salary increase to €337,050/Chief Financial Officer:
5% salary increase to £451,512.
Benefits
and pension
The Chief Executive Officer does not receive any pension contributions or
allowance in lieu.
The Chief Financial Officer’s pension contribution rate is set at 8% of salary,
which is in-line with the UK pension contribution rate.
There are no material changes to benefit provision.
Annual
bonus
The Chief Executive Officer and Chief Financial Officer will participate in the 2025
annual bonus scheme. The maximum opportunity will be 150% of base salary.
One-third of any bonus earned will be deferred for a period of three years in the form
of cash for the Chief Executive Officer and in shares for the Chief Financial Officer.
The 2025 bonus will be subject to the following performance conditions:
@
Adjusted EBITDA (30%)
@
Net revenue (30%)
@
Number of active trucks (10%)
@
Customer NPS (10%)
@
Individual KPIs and objectives (20%)
These performance conditions aim to balance financial and strategic objectives,
supporting our top-line growth, achieving operational efficiency and realising
our long-term strategic vision.
The target ranges are not disclosed prospectively as they are commercially
sensitive, but will be reported in next year’s Remuneration Report.
Component of pay Implementation for 2025
LTIP –
performance
shares and
restricted
share
The long-term incentive targets for the upcoming period have not yet been
established at the time this Annual Report and Accounts is issued. The
Remuneration Committee is currently reviewing the approach to long-term
incentives to ensure it is aligned with our medium-term incentive plans. The
Committee will communicate the terms of the 2025 awards in due course.
NED fees
The Board Chairman fee and NED fees for 2025 are as follows:
Board Chairman fee: £310,000 for Paul Manduca until his stepping down from
the Board, and £250,000 for Steve Dryden from his appointment as Board
Chairman
Non-Executive Director base fee: £64,800
Senior Independent Director fee: £11,000
Audit and Risk Committee Chair fee: £25,000
Remuneration Committee Chair fee: £20,000
Designated ESG Director additional fee: £10,000
Member of Audit, Nomination and Governance or Remuneration Committees: £5,000
On behalf of the Board
Sophie Krishnan
Chair of the Remuneration Committee
24 March 2025
Remuneration report continued
111
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Directors’ report
Directors’ report
The Directors present the Annual Report, together with the audited consolidated financial
statements for the year ended 31 December 2024. The Directors’ Report, together with the
Strategic Report on pages 01 to 70, represents the management report for the purposes of
compliance with the Disclosure Guidance and Transparency Rules 4.1.R.
Corporate governance statement
The information that fulfils the requirements of the corporate governance statement for the
purposes of the FCA’s Disclosure Guidance and Transparency Rules can be found in the
corporate governance information on pages 77 to 84 (all of which forms part of the Directors’
Report), the wider Corporate Governance Report and this Directors’ Report.
Articles of Association and powers of the Directors
The Company’s Articles contain the rules relating to the powers of the Company’s Directors and their
appointment and replacement mechanisms. The Articles may only be amended by special resolution
at a general meeting of the shareholders. The Articles provide that the business of the Company
shall be managed by the Board, which may exercise all the powers of the Company, subject to the
Statutes, these Articles and any special resolutions of the Company. The Articles can be found at:
https://investors.eurowag.com/investors/shareholder-information/ipo-information/
Directors
As at the date of signing of this report, the Board is comprised of two Executive Directors, four
Independent Non-Executive Directors, a Non-Executive Chairman who was independent on
appointment and one non-independent Non-Executive Director (the Nominee Director - further
information is provided on page 113 of this report).
During the year there were changes to the composition of the Board. On 1 March 2024, Sophie
Krishnan and Kevin Li Ying were each appointed as Directors. Susan Hooper resigned as a Director,
following the AGM of the Company held on 16 May 2024. On 21 January 2025, it was announced
that Paul Manduca would leave the Board following the AGM on 22 May 2025, and the position of
Chair would be taken by Steve Dryden. It was also announced on 21 January 2025 that Sharon
Baylay-Bell would be leaving the Board. She stepped down on 21 February 2025, having served
her one month period of notice.
Further details on each of the Directors appointed can be found on page 74 of this report. Further
details on the Directors’ skills and the Company’s succession planning can be found on pages 85
and 86 of the Nomination and Governance Committee Report.
During the year, an assessment of the independence of the Chairman of the Board and each of the
Independent Non-Executive Directors was carried out, following the relevant independence
parameters provided for within the Code. The Company considers all Independent Non-Executive
Directors to be independent, and the Chairman, Paul Manduca, to be independent on appointment.
The Board considers each of these Directors to be free from any business or other relationship that
could materially interfere with the exercise of their independent judgement. The independence of
the Directors will continue to be assessed annually during the Board evaluation process. In
accordance with the Code, Mirjana Blume is the Senior Independent Director and acts as a
sounding board for the Chairman and an intermediary for the other Non-Executive Directors, and
leads the evaluation of the Chairman.
SECR disclosures
The information relevant to climate disclosures, including the Company’s TCFD statement, 2030
climate target and emissions data, is outlined on pages 44 to 69. This includes information about
the Company’s total energy consumption in its operations, Scope 1 and Scope 2 emissions and
GHG intensity figures covering 2022-2024. The Company has also disclosed its 2024 baseline
Scope 3 emissions as well as information on the material categories for Scope 3 emissions based
on 2024 data. Information on climate risks is included in both the Principal risks section as well
as the TCFD disclosures.
Disclosure of information to Auditors
The Directors confirm that, so far as they are each aware, there is no relevant audit information
of which the Company’s External Auditors are unaware. Each Director has taken all the steps that
they ought to have taken as a Director to make themselves aware of any relevant audit information
and to establish that the Company’s External Auditors are aware of that information.
Directors’ indemnities
In pursuing their duties, the Directors have the benefit of indemnity provisions contained within
the Company’s Articles. The Company has additionally purchased and maintained Directors’ and
Officers’ liability insurance to provide further protections for the Directors. The Directors are able
to obtain legal or other relevant advice at the expense of the Company in their capacity as
Directors. The Company provided a qualifying third-party indemnity to each Director as
permitted by Section 234 of the Companies Act 2006 and by the Articles for the full financial
year and which remain in force at the date of this report.
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EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Conflicts of interest
The Directors have declared any conflict or potential conflict of interest to the Board, which has
the authority to approve such situations. A conflicts of interest register is maintained on an
ongoing basis and reviewed annually. The Directors advise the Board as soon as they become
aware of any conflict of interest. When a Director has a relevant conflict of interest, they are
recused from discussions or decisions on the matter on which they are conflicted.
Political and charity donations
The Company’s policy is that it does not, directly or through any subsidiary, make what are
commonly regarded as donations to any political party. However, the Companies Act 2006 (the
“Act”) defines political donations very broadly and so it is possible that normal business
activities, such as sponsorship, subscriptions, payment of expenses, paid leave for employees
fulfilling certain public duties, and support for bodies representing the business community in
policy review or reform, which might not be thought of as political expenditure in the usual sense,
could be captured. Activities of this nature would not be thought of as political donations in the
ordinary sense of those words.
The resolution to be proposed at the 2025 AGM, authorising political donations and expenditure,
is to ensure that the Group does not commit any technical breach of the Act. At the AGM of the
Company held on 16 May 2024, shareholders voted to allow the Company to incur political expenditure
up to a maximum aggregate amount of £100,000 in-line with market practice. That authority is
due to expire at the AGM due to be held on 22 May 2025 and, therefore, the Company will seek
to renew the authority in-line with the above considerations.
Major interests in shares
As at 31 December 2024, and in accordance with Rule 5 of the FCA’s Disclosure and
Transparency Rules, the following table sets out the major shareholdings notified to the
Company by holders of notifiable interests.
As at 31 December 2024
Name of shareholder
Number of
ordinary shares
Percentage of
issued ordinary
shares
Couverina Business s.r.o
1
193,419,103 28.03
Bock Capital Investors
2
179,505,764 26.01
Martin Vohánka
3
135,775,918 19.68
Alantra Asset Management 25,675,513 3.72
Columbia Threadneedle Investments 22,377,160 3.24
Notes:
1. A vehicle wholly owned by Martin Vohánka.
2. A vehicle affiliated with Bock Capital EU Luxembourg WAG S.à.r.l., a vehicle associated with TA Associates.
3. Martin Vohánka’s total interest was 329,195,021 ordinary shares representing 47.71% of the issued ordinary shares, as at 31
December 2024. Since 31 December 2024 to the date of this report, the Company has not been informed of any notifiable
changes with respect of the shares.
Share capital structure
As at 31 December 2024, the issued share capital of the Company comprised 690,061,843
ordinary shares of £0.01 each admitted to the London Stock Exchange. The ordinary shares have
attached to them full voting, dividend and capital distribution (including winding up) rights.
Authority to purchase own shares
At the Company’s AGM held on 16 May 2024, shareholders passed a resolution allowing the
Company to make market purchases of ordinary shares of £0.01 each in the capital of the
Company up to a maximum aggregate amount of 10% of the Company’s issued share capital. No
shares have been purchased under this authority as at the date of this report. This authority is
due to expire at the AGM to be held on 22 May 2025. The Board will seek to renew the authority
to make market purchases of the Company’s ordinary shares at this year’s AGM.
Principal shareholder and relationship agreement
In connection with, and effective from, admission, relationship agreements were entered into
with Martin Vohánka, Couverina Business, s.r.o (“Couverina”) and TA Associates to ensure that,
following admission, the Company was able to operate independently of the aforementioned
parties for the purposes of the Listing Rules.
Relationship agreement with Martin Vohánka and Couverina
Under the relationship agreement, Martin Vohánka and Couverina have made undertakings to:
(i) conduct all transactions and arrangements with any member of the Company and the Group
at arm’s length and on normal commercial terms; (ii) not take any action which would have the
effect of preventing the Company from complying with its obligations under the Listing Rules;
and (iii) not propose or procure the proposal of any shareholder resolution which is intended or
appears to be intended to circumvent the proper application of the Listing Rules. Subject to
below, Martin Vohánka and Couverina have the right: (i) to nominate for appointment up to two
Non-Executive Directors to the Board, while together with their associates’ shareholding in the
Company are greater than or equal to 25% of the votes available to be cast at General Meetings
of the Company; and (ii) to nominate for appointment one Non-Executive Director to the Board,
while together with their associates’ shareholding in the Company are greater than or equal to
10%. Martin Vohánka and Couverina opted not to appoint any Nominee Directors at admission
and currently have expressed that they do not intend to exercise these rights while Martin
Vohánka is Chief Executive Officer. Martin Vohánka shall not be considered as a Nominee
Director for so long as he is an Executive Director of the Company, but that for so long as he is an
Executive Director of the Company, the right of Martin Vohánka and Couverina to appoint
Nominee Directors shall be reduced by one, to reflect Martin Vohánka’s appointment as a
Director of the Company. The relationship agreement additionally governs information flow
between the Company and Martin Vohánka and Couverina. For so long as Martin Vohánka (or his
concert parties (as defined in the City Code on Takeovers and Mergers (the “City Code”)) holds
in aggregate an interest in 30% or more of the aggregate voting rights in the Company and
Directors’ report continued
113
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
subject, where necessary, to the prior consent of the Panel, the Company has undertaken to
procure that at the first AGM of the Company, and thereafter once in every calendar year, to
propose to its independent shareholders a resolution to waive, in accordance with Appendix 1 to
the City Code, all obligations of the relevant shareholder (or its concert parties) to make a
general offer for the ordinary shares of the Company in accordance with Rule 9 of the City Code
that may otherwise arise as result of the Company purchasing or effecting any other transactions
in relation to the ordinary shares or related securities.
Relationship agreement with TA Associates
The TA relationship agreement contains substantially the same terms as the relationship agreement
with Martin Vohánka and Couverina as described above, other than the appointment rights, which
provide Bock Capital EU Luxembourg WAG S.à.r.l. (“Bock”) with the right to appoint one Non-
Executive Director to the Board, while together with its associates’ shareholding in the Company are
greater than or equal to 10% of the votes available to be cast at General Meetings of the Company.
Morgan Seigler was appointed to the Board, as Nominee Director, at admission. Morgan Seigler
additionally has the ability to share confidential information with Bock in accordance with the terms
of the relationship agreement, subject to prior clearance from the rest of the Board.
Disclosures in the Strategic Report
In accordance with Section 414C(11) of the Act and the Companies (Miscellaneous Report)
Regulations 2018, the Board has decided to include certain disclosures within the Strategic
Report, including:
Subject matter Page
Employee and stakeholder involvement Our Engagement with Stakeholders on page 20
and Sustainability on page 44
The employment of disabled people Sustainability on page 44
The future development, performance, and
position of the Group
Strategic Report on pages 01 to 70
Branches outside the UK Group Information on page 178
Research and development activities Notes to the financial statements on page 158
Going Concern and Viability statement Viability Statement on page 41
Climate-related financial disclosures,
greenhouse gas consumption, energy
consumption and energy efficiency action
Sustainability on page 44
Additional disclosures
The following information can be found elsewhere in this document, as indicated in the table
below and is incorporated into this report by reference.
Disclosure Page
Directors of the Company Board of Directors on page 74
Dividends Consolidated statement of changes in
shareholders’ equity on page 125
Financial instruments Notes to the financial statements on page 137
Important post balance sheet events since the
financial year end
Notes to the financial statements on page 183
Statement of Directors’ responsibilities Directors’ report on page 113
Information required to be included in the Annual Report and Accounts by LR 9.8.4 can be found
in this document as indicated in the table below:
Disclosure Page
Long-Term Incentive Plans Directors’ remuneration report on page 106
Confirmations regarding entering into a
relationship agreement with a controlling
shareholder and compliance with
independence provisions
Principal shareholder and relationship agreement
section on page 112
Agreements with a controlling shareholder Principal shareholder and relationship agreement
section on page 112
Statement of Directors’ responsibilities in respect of the
financial statements
The Directors are responsible for preparing the Annual Report and Accounts in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have prepared the Group financial statements in accordance with
UK-adopted international accounting standards and the Company financial statements in
accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law).
114
EUROWAG Annual Report and Accounts 2024Strategic Report Corporate Governance• • Financial Statements
Under company law, 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 Company and
of the profit or loss of the Group for that year. In preparing the financial statements, the Directors
are required to:
@
Select suitable accounting policies and then apply them consistently
@
State whether applicable UK-adopted international accounting standards have been followed
for the Group financial statements and United Kingdom Accounting Standards, comprising FRS
101 have been followed for the Company financial statements, subject to any material
departures disclosed and explained in the financial statements
@
Make judgements and accounting estimates that are reasonable and prudent
@
Prepare the financial statements on the Going concern basis unless it is inappropriate to
presume that the Group and Company will continue in business
The Directors are responsible for safeguarding the assets of the Group and Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to
show and explain the Group’s and Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and Company and enable them to ensure
that the financial statements and the Directors’ Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced
and understandable. They believe it furnishes shareholders with the information necessary
needed to evaluate the Company’s position, performance, business model and strategy. Each of
the Directors, whose names and roles are detailed in the Board of Directors section on page 74,
confirms that, to the best of their knowledge:
@
The consolidated financial statements, prepared in accordance with UK-adopted International
Accounting Standards, give a true and fair view the assets, liabilities, financial position and
profits or loss of the Group
@
The Company’s financial statements, prepared following United Kingdom Accounting
Standards, including FRS 101, give a true and fair view of the Company’s assets, liabilities and
financial position
@
The Strategic Report within this document includes a fair review of the development and
performance of the business and the position of the Company and the wider Group, together
with a description of the principal risks and uncertainties that it faces
In the case of each Director in office at the date the Directors’ Report is approved:
@
So far as the Director is aware, there is no relevant audit information of which the Group’s
and Company’s Auditors are unaware
@
They have taken all the steps that they ought to have taken as a Director in order to make
themselves aware of any relevant audit information and to establish that the Group’s and
Company’s Auditors are aware of that information
Going concern
In accordance with Provision 30 of the Code, the Directors consider it appropriate to continue
to adopt the Going concern basis of accounting in preparing the financial statements.
The Directors, having made appropriate enquiries, are satisfied that the Company and Group as
a whole has adequate resources to continue operations for a period of at least 12 months from
the date of this report. A comprehensive Going concern statement is presented on page 43.
Viability statement
In accordance with Provision 31 of the Code, the Directors are required to provide a Viability
statement that states whether the Company and Group will be able to continue in operation and
meet its liabilities, taking into account its current position and the principal risks it faces.
The Directors must also specify the period covered by, and the appropriateness of, this
statement. The Directors’ evaluation of the Company’s viability is detailed on page 41.
Fair, balanced and understandable
The Directors consider the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable, and gives shareholders the information needed to assess the Group’s position
and performance, business model and strategy. This responsibility statement was approved by
the Board of Directors and is signed by order of the Board by:
Victoria Penrice FCG
Company Secretary
24 March 2025
Directors’ report continued
116 Independent auditors’ report
122 Group primary statements
143 Financial performance
153 Capital base
163 Working capital
170 Net debt
172 Equity
174 Financial risk management
176 Other
184 Company financial statements
186 Notes to the Company financial statements
Other information
191 Glossary
192 Company information
Financial
statements
115
EUROWAG Annual Report and Accounts 2024
•
Corporate Governance• Financial StatementsStrategic Report
Independent auditors’ report to the members of W.A.G Payment Solutions plc
Report on the audit of the financial statements
Opinion
In our opinion:
•
W.A.G Payment Solutions plc’s group financial statements and company financial statements
(the “financial statements”) give a true and fair view of the state of the group’s and of the
company’s affairs as at 31 December 2024 and of the group’s profit 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 as applied in accordance with the provisions of the
Companies Act 2006;
•
the company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the
“Annual Report”), which comprise: the Consolidated Statement of Financial Position and the
Company Statement of Financial Position as at 31 December 2024; the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement
of Cash Flows, the Consolidated Statement of Changes in Equity and the Company Statement of
Changes in Equity for the year then ended; and the notes to the financial statements, comprising
material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’
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 remained independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 11 to the Consolidated Financial Statements, we have provided
no non-audit services to the company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
•
PwC component audit teams were engaged to perform two full scope audits in the Czech
Republic and one in Poland. The PwC Czech Republic component team were also requested to
perform specified procedures over certain balances and transactions in other components.
The Group audit team carried out audit procedures over centralised balances, the
consolidation and the company.
Key audit matters
•
Recoverability of goodwill and intangible assets (group)
•
Carrying value of investment in subsidiaries (parent)
Materiality
•
Overall group materiality: €8,776,000 (2023: €7,695,000) based on 3% of net revenue.
•
Overall company materiality: €2,771,000 (2023: €2,739,000) based on 1% of total assets.
•
Performance materiality: €6,582,000 (2023: €5,771,000) (group) and €2,078,000 (2023:
€2,054,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the 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) identified by
the auditors, 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, and any comments we make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
Valuation of the acquired Inelo intangibles (group) and the Presentation of adjusting items to
EBITDA (group), which were key audit matters last year, are no longer included because of no
acquisitions occurring and the reduced significance of adjusting items in the year. Otherwise, the
key audit matters below are consistent with last year.
116
EUROWAG Annual Report and Accounts 2024
•
Corporate Governance• Financial StatementsStrategic Report
Key audit matter How our audit addressed the key audit matter
Recoverability of goodwill and intangible
assets (group)
In accordance with IAS 36 (Impairment of assets),
goodwill must be tested for impairment on at least an
annual basis. We focused on the risk of
recoverability as the determination of recoverable
amount, being the higher of value-in-use and fair
value less costs of disposal, requires estimation by
the directors to value the relevant CGU. Refer to
Notes 1 and 16 to the consolidated financial
statements and the Key accounting issues,
significant judgements and significant estimates
section of the Audit and Risk Committee report.
As part of our audit of the directors’ impairment
assessment and underlying discounted cash flow model:
•
We obtained and audited the impairment models
which calculate the value-in-use based on five year
forecast cash flows;
•
We identified the key assumptions within the cash
flow forecast for the next five years and focused our
work on these. We assessed these cash flows
against underlying support, including Board
approved budgets and third-party market forecast
data. We challenged the basis of the forecasts to
assess whether the key assumptions were
supportable and that the cash flows reflected the
current strategic plan. We also challenged the
potential impact of climate change to the cash flow
forecast, ensuring this was consistent with the
assessment performed within the TCFD disclosures;
•
We used our internal valuation experts to determine
whether the discount and growth rates were within
an acceptable range through reference to suitable
third-party comparator information; and
•
We evaluated the disclosures included in the
financial statements, including the sensitivity
analysis, to validate that these were in compliance
with IAS 36.
Based on our procedures, the conclusion that no
impairment was necessary and the disclosures included
in the financial statements are consistent with the
evidence obtained.
Carrying value of investment in subsidiaries
(parent)
Investment in subsidiaries are accounted for in the
Company balance sheet at cost less provision for
impairment. Investments are tested for impairment if
indicators exist. If such indicators exist, the
recoverable amounts of the investments in
subsidiaries are estimated in order to determine the
extent of the impairment loss, if any. Any such
impairment loss is recognised in the income
statement. A review for indicators of impairment was
performed by the directors, including considering
the latest available forecasts and developments in
the Group during the year. The assessment identified
no impairment indicator in respect of the investment
in subsidiaries.
We evaluated the directors’ determination of whether
there were any other indicators of impairment. Our
procedures included:
•
comparing the carrying value of investment with the
market capitalisation of the Group at 31 December
2024; and
•
comparing the carrying value of investment with the
carrying amount of the Group’s net assets.
Overall, we found the assessment of the carrying value
of investment in subsidiaries and associated
disclosures to be consistent with the
evidence obtained.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the group and
the company, the accounting processes and controls, and the industry in which they operate.
The group financial statements are a consolidation of multiple reporting units across Europe,
comprising the group’s operating businesses and centralised functions. These reporting units
maintain their own accounting records and controls and report to the head office finance team in
the Czech Republic for consolidation purposes. In establishing the overall approach to the Group
audit, we identified four reporting units which, in our view, required an audit of their complete
financial information whether due to their size or risk characteristics: W.A.G Payment Solutions plc
(the Company); W.A.G Payment Solutions a.s; W.A.G Issuing Services a.s (both incorporated in the
Czech Republic); and Inelo Polska Sp. z o.o. (incorporated in Poland). W.A.G Payment Solutions
plc (the company) was audited by the Group engagement team, W.A.G Payment Solutions a.s,
and W.A.G Issuing Services a.s were audited by PwC Czech Republic and Inelo Polska Sp. z o.o.
was audited by PwC Poland. We also added four components to our scope to perform specified
procedures to ensure sufficient coverage of certain financial statement line items within the
group consolidation, which were all performed by PwC Czech Republic. Where work was
performed by component auditors, we determined the appropriate level of involvement that we
needed to have in that audit work to ensure that we could conclude that sufficient appropriate
audit evidence had been obtained for the Group Financial Statements as a whole. In addition to
instructing and reviewing the reporting from our component audit teams, we conducted file
reviews and participated in key meetings with local management. Most of these meetings took
place remotely but we visited the Czech Republic twice in person and Poland once to meet group
and local management as well as the PwC Czech Republic and PwC Poland component auditors.
We also had regular dialogue with component teams throughout the audit. The Group
consolidation and financial statement disclosures were audited by the Group audit team.
The impact of climate risk on our audit
In planning our audit, we considered the potential impact of climate change on the Group’s
financial statements. We made enquiries of the directors to understand the process for
assessing climate-related risks and opportunities, the extent of the potential impact of climate
change risk on the Group’s financial statements and the Group’s preparedness for this. The TCFD
statement describes and explains how climate change could have an impact on the group’s
business. Using our knowledge of the business we considered whether the risks identified are
consistent with our knowledge of the business. We have assessed how the group has
considered the impact of climate change risk on the financial statements, in particular on the
impairment assessment over non-current assets (see Key Audit Matter above).
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations, helped us
to determine the scope of our audit and the nature, timing and extent of our audit procedures on
the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
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Independent auditors’ report to the members of W.A.G Payment Solutions plc continued
Financial statements - group Financial statements - company
Overall materiality €8,776,000 (2023: €7,695,000). €2,771,000 (2023: €2,739,000).
How we determined it 3% of net revenue 1% of total assets
Rationale for
benchmark applied
Net revenue is a key metric used
by the directors’ and external
stakeholders to assess the
performance of the group and it
removes any impact of significant
volatility in gross revenue and cost
of sales due to oil price
fluctuations.
Based on the nature of the
company, trading is not the
entity’s main function. The
company has transactions that
are there to support the group in
its trading and so total assets is
considered appropriate and is a
generally accepted auditing
benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than
our overall group materiality. The range of materiality allocated across components was between
€2,771,000 to €7,562,000. Certain components were audited to a local statutory audit materiality
that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the nature
and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of
overall materiality, amounting to €6,582,000 (2023: €5,771,000) for the group financial
statements and €2,078,000 (2023: €2,054,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements
identified during our audit above €438,000 (group audit) (2023: €384,750) and €138,550
(company audit) (2023: €136,950) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue
to adopt the going concern basis of accounting included:
•
Obtaining and agreeing the directors’ going concern assessment to the Group’s Board
approved plan and ensuring that the base case scenario, representing the trading
performance to June 2026, indicates that the Group generates sufficient cash flows to meets
its obligations while complying with covenant arrangements;
•
Assessing growth forecasts against third-party market data;
•
Obtaining and reviewing the updated amendment letter to the Group’s Club Finance
agreement to extend the facility’s settlement date to 31 March 2029, to reduce interest
quarterly payments and a reduction of the interest cover covenant to 3.5x;
•
Assessing the historical accuracy of the directors’ forecasting;
•
Analysing the cash flows in the forecast models to identify unexpected trends and
relationships and ensuring the mathematical accuracy of management’s models;
•
Evaluating management’s severe but plausible downside scenario to ensure that it reflected
historically experienced levels of disruptions, ensuring this is appropriately modelled through
the cash flows and that the mitigating actions proposed by the directors’ are achievable;
•
Assessing whether climate change is expected to have a significant impact during the period
of the going concern assessment; and
•
Reviewing the related disclosures in the Annual Report and Accounts.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the group’s
and the company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly
stated in this report, any form of assurance thereon.
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In connection with our audit of the financial statements, 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 audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of
the financial statements or a material misstatement of the other information. 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 based on these
responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us
also to report 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 Directors’ report for the year ended 31 December 2024 is consistent with
the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
company’s compliance with the provisions of the UK Corporate Governance Code specified for
our review. Our additional responsibilities with respect to the corporate governance statement as
other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement, included within the Strategic Report and
Governance sections is materially consistent with the financial statements and our knowledge
obtained during the audit, and we have nothing material to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust assessment of the emerging
and principal risks;
•
The disclosures in the Annual Report that describe those principal risks, what procedures are
in place to identify emerging risks and an explanation of how these are being managed or mitigated;
•
The directors’ statement in the financial statements about whether they considered it appropriate
to adopt the going concern basis of accounting in preparing them, and their identification of
any material uncertainties to the group’s and company’s ability to continue to do so over a
period of at least twelve months from the date of approval of the financial statements;
•
The directors’ explanation as to their assessment of the group’s and company’s prospects, the
period this assessment covers and why the period is appropriate; and
•
The directors’ statement as to whether they have a reasonable expectation that the company
will be able to continue in operation and meet its liabilities as they fall due over the period of
its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and
company was substantially less in scope than an audit and only consisted of making inquiries
and considering the directors’ process supporting their statement; checking that the statement
is in alignment with the relevant provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the group and company and their environment obtained in the
course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of
the following elements of the corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members to
assess the group’s and company’s position, performance, business model and strategy;
•
The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
•
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the company’s compliance with the Code does not properly disclose a departure from
a relevant provision of the Code specified under the Listing Rules for review by the auditors.
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Independent auditors’ report to the members of W.A.G Payment Solutions plc continued
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial
statements, the directors are responsible for the preparation of the financial statements in
accordance with the applicable framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control as they 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 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 company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ 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
auditors’ 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.
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.
Based on our understanding of the group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to the FCA Listing Rules, and we considered
the extent to which non-compliance might have a material effect on the financial statements. We
also considered those laws and regulations that have a direct impact on the financial statements
such as taxation and the Companies Act 2006. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were related to posting
inappropriate journal entries that improve financial performance. The group engagement team
shared this risk assessment with the component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit procedures performed by the
group engagement team and/or component auditors included:
•
Discussions among the engagement personnel covering the potential for material
misstatements due to error or fraud, the risks associated with related parties and emphasis on
the need to maintain professional scepticism throughout the engagement;
•
Inquiries of the directors and others within the entity, including those outside of finance, as to
their knowledge, awareness and concerns regarding fraud, or breaches in laws and
regulations;
•
Identification and testing of journal entries that met our risk criteria, in particular any journal
entries posted with unusual account combinations that hit our risk criteria and incorporating an
element of unpredictability in the nature, timing and extent of audit procedures performed;
•
Testing significant accounting estimates made by the directors;
•
Reading the minutes of the Board meetings to identify any inconsistencies with other
information provided by management;
•
Reviewing component teams’ key working papers for all full-scope components, with a
particular focus on the areas involving judgement and estimates;
•
Reviewing internal audit reports insofar as they related to the financial statements; and
•
Reviewing legal expense accounts to identify items which may indicate the existence of
material legal claims.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, 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 or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often seek
to target particular items for testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
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Use of this report
This report, including the opinions, has been prepared for and only for the company’s members
as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the company, or returns adequate for our
audit have not been received from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the company financial statements and the part of the Remuneration Report to be audited are
not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the directors
on 2 December 2021 to audit the financial statements for the year ended 31 December 2021 and
subsequent financial periods. The period of total uninterrupted engagement is four years, covering
the years ended 31 December 2021 to 31 December 2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report prepared
under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National
Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual financial report has been prepared
in accordance with those requirements.
Mark Skedgel (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
25 March 2025
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Consolidated income statement
For the year ended 31 December
2024 2023 **Represented
Note
Adjusted
€000
Adjusting
items *
€000
Total
€000
Adjusted
€000
Adjusting
items *
€000
Total
€000
Revenue 3 2,236,573 — 2,236,573 2,088,107 — 2,088,107
Cost of sales (1,944,035) — (1,944,035) (1,831,577) — (1,831,577)
Net revenue 292,538 — 292,538 256,530 — 256,530
Operating expenses 4 (207,719) (34,588) (242,307) (189,398) (39,365) (228,763)
Other operating income 6 4,777 — 4,777 10,089 — 10,089
Impairment losses of financial assets 21 (13,578) — (13,578) (8,884) — (8,884)
Impairment losses of non-financial assets 16 — — — — (56,663) (56,663)
Share of net loss of associates accounted for using the equity method 19 (746) — (746) (504) — (504)
Operating profit/(loss) 75,272 (34,588) 40,684 67,833 (96,028) (28,195)
Finance income 9 2,679 — 2,679 14,682 — 14,682
Finance costs 10 (31,667) — (31,667) (25,794) — (25,794)
Profit/(loss) before income tax 46,284 (34,588) 11,696 56,721 (96,028) (39,307)
Income tax (expense)/credit 12 (14,036) 5,196 (8,840) (9,988) 5,747 (4,241)
Profit/(loss) from continuing operations 32,248 (29,392) 2,856 46,733 (90,281) (43,548)
Loss after tax for the year from discontinued operations — — — (489) — (489)
Profit/(loss) for the financial year 32,248 (29,392) 2,856 46,244 (90,281) (44,037)
Profit/(loss) attributable to:
Continuing operations
Owners of the parent 32,088 (29,392) 2,696 44,644 (90,281) (45,637)
Non-controlling interests 160 — 160 1,600 — 1,600
32,248 (29,392) 2,856 46,244 (90,281) (44,037)
Earnings per share – basic and diluted (Note 13):
2024
cents
2023
cents
Basic earnings/(loss) per share 0.39 (6.62)
Diluted earnings/(loss) per share 0.39 (6.62)
* Adjusting items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance. See Notes 2 and 8.
** Operating expenses and operating profit have been represented. See further information in Note 1(a) and Note 35.
The notes on pages 127 to 183 form an integral part of these consolidated financial statements.
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Consolidated statement of comprehensive income
For the year ended 31 December
Note
2024
€000
2023
€000
Profit/(loss) for the year 2,856 (44,037)
Other comprehensive (expense)/income
Items that may be reclassified to profit or loss
Change in fair value of cash flow hedge recognised in equity 23 (2,605) (7,139)
Exchange differences on translation of foreign operations (2,059) 16,539
Deferred tax related to other comprehensive income - cash
flow hedge 351 154
Total items that may be reclassified to profit or loss (4,313) 9,554
Items that will not be reclassified to profit or loss
Changes in fair value of equity investments at fair value
through other comprehensive income 22 — (15,475)
Total items that will not be subsequently reclassified to
profit or loss — (15,475)
Total other comprehensive expense (net of tax) (4,313) (5,921)
Total comprehensive expense for the year (1,457) (49,958)
Total comprehensive (expense)/income attributable to:
Owners of the parent (1,617) (51,552)
Non-controlling interests 160 1,594
Total comprehensive expense for the year (1,457) (49,958)
The notes on pages 127 to 183 form an integral part of these consolidated financial statements.
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Consolidated statement of financial position
at 31 December
Note
31 December 2024
€000
31 December 2023
€000
Assets
Non-current assets
Intangible assets 16 517,507 532,404
Property, plant and equipment 17 56,125 55,760
Right-of-use assets 18 19,192 22,226
Investments in associates 19 10,973 11,719
Deferred tax assets 12 9,165 9,564
Other non-current assets 21 6,479 4,845
619,441 636,518
Current assets
Inventories 20 15,380 14,903
Trade and other receivables 21 370,967 396,943
Income tax receivables 3,308 2,205
Derivative assets 22, 23 261 3,425
Cash and cash equivalents 24 107,430 90,343
497,346 507,819
Total assets 1,116,787 1,144,337
Liabilities
Current liabilities
Trade and other payables 25 406,307 402,834
Borrowings 27 115,380 113,297
Lease liabilities 18 5,019 4,909
Provisions 26 2,126 2,529
Income tax liabilities 4,628 3,927
Derivative liabilities 22, 23 1,183 188
534,643 527,684
Net current liabilities (37,297) (19,865)
Note
31 December 2024
€000
31 December 2023
€000
Non-current liabilities
Borrowings 27 267,547 293,822
Lease liabilities 18 14,260 17,417
Provisions 26 794 1,324
Deferred tax liabilities 12 26,488 28,878
Derivative liabilities 22, 23 1,464 3,140
Other non-current liabilities 25 9,275 9,236
319,828 353,817
Total liabilities 854,471 881,501
Net assets 262,316 262,836
Equity
Share capital 29 8,120 8,113
Share premium 29 2,958 2,958
Merger reserve 29 (25,963) (25,963)
Other reserves 29 114 4,427
Put option reserve 29 (4,657) (22,460)
Retained earnings 281,370 289,380
Equity attributable to equity holders of the
Company 261,942 256,455
Non-controlling interests 29 374 6,381
Total equity 262,316 262,836
The notes on pages 127 to 183 form an integral part of these consolidated financial statements.
The consolidated financial statements were approved by the Board of Directors and authorised
for issue on 25 March 2025. They were signed on its behalf by:
Oskar Zahn
Chief Financial Officer
Company No. 13544823
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Consolidated statement of changes in equity
For the year ended 31 December
Attributable to owners of the parent
Note
Share
capital
€000
Share
premium
€000
Merger
reserve
€000
Other
reserves
€000
Put option
reserve
€000
Retained
earnings
€000
Total
€000
Non-controlling
interests
€000
Total
equity
€000
At 1 January 2023 8,107 2,958 (25,963) 10,342 (12,526) 329,362 312,280 4,283 316,563
(Loss)/profit for the year — — — — — (45,637) (45,637) 1,600 (44,037)
Other comprehensive (expense)/income 29 — — — (5,915) — — (5,915) (6) (5,921)
Total comprehensive income — — — (5,915) — (45,637) (51,552) 1,594 (49,958)
Share options exercised 29 6 — — — — — 6 — 6
Share-based payments 14 — — — — — 7,604 7,604 — 7,604
Transactions with NCI in subsidiaries 29 — — — — (9,934) (1,949) (11,883) 504 (11,379)
Total transactions with owners recognised
directly in equity 6 — — — (9,934) 5,655 (4,273) 504 (3,769)
At 31 December 2023 8,113 2,958 (25,963) 4,427 (22,460) 289,380 256,455 6,381 262,836
Profit for the year — — — — — 2,696 2,696 160 2,856
Other comprehensive (expense)/income 29 — — — (4,313) — — (4,313) — (4,313)
Total comprehensive (expense)/income — — — (4,313) — 2,696 (1,617) 160 (1,457)
Share options exercised 29 7 — — — — — 7 — 7
Dividends paid — — — — — — — — —
Share-based payments 14 — — — — — 4,354 4,354 — 4,354
Transactions with NCI in subsidiaries 29 — — — — 17,803 (15,060) 2,743 (6,167) (3,424)
Total transactions with owners recognised
directly in equity 7 — — — 17,803 (10,706) 7,104 (6,167) 937
At 31 December 2024 8,120 2,958 (25,963) 114 (4,657) 281,370 261,942 374 262,316
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Consolidated statement of cash flows
For the year ended 31 December
Note
2024
€000
2023
€000
Cash flows from operating activities
Profit/(Loss) before tax for the year 11,696 (39,796)
Non-cash adjustments:
Depreciation and amortisation 4 65,471 57,529
Gain on disposal of non-current assets (347) (209)
Interest income 9 (720) (219)
Interest expense 10 23,963 19,787
Movements in provisions 26 (933) 405
Impairment losses of financial assets 21 13,578 8,884
Movements in allowances inventories 20 203 3
Impairment of goodwill 16 — 56,663
Foreign currency exchange rate differences (1,799) (7,264)
Fair value revaluation of derivatives and securities (24) (2,114)
Share-based payments 14 4,354 7,604
Other non-cash items 2,748 477
Operating cash flows before movements in working capital 118,190 101,750
Changes in:
Trade, contract and other receivables 10,764 (19,401)
Inventories (681) 7,058
Trade, contract and other payables 35,941 (32,027)
Cash generated from operations 164,214 57,380
Interest received 720 219
Interest paid (24,433) (17,417)
Income tax paid (11,549) (9,266)
Net cash generated from operating activities 128,952 30,916
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 460 1,534
Proceeds from sale of subsidiaries 15 — 150
Purchase of property, plant and equipment (10,033) (12,582)
Purchase of intangible assets (36,140) (37,437)
Purchase of financial instruments — (1,112)
Payments for acquisition of subsidiaries, net of cash acquired 15 (9,828) (284,277)
Net cash used in investing activities (55,541) (333,724)
Note
2024
€000
2023
€000
Cash flows from financing activities
Payment of principal elements of lease liabilities (5,181) (5,352)
Proceeds from borrowings 28 55,000 356,886
Repayment of borrowings 28 (78,471) (97,283)
Acquisition of non-controlling interests 29 (27,495) (6,976)
Dividend payments — (142)
Proceeds from issued share capital (net of expenses) 29 7 6
Net cash (used in)/generated from financing activities (56,140) 247,139
Effect of exchange rate changes on cash and cash equivalents (185) 10
Net increase/(decrease) in cash and cash equivalents 17,271 (55,669)
Net cash and cash equivalents at beginning of the
financial year 90,342 146,001
Net cash and cash equivalents at the end of year 107,428 90,342
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1. Principal accounting policies
This section describes the principal accounting policies and management judgements and key
accounting estimates that management have identified as having a potentially material impact on
the Group’s consolidated financial statements. These accounting policies have been consistently
applied in all material respects to the years ended 31 December 2023 and 31 December 2024.
We have also detailed below the new accounting pronouncements that we will adopt in future
years and our current view of the impact they will have on our financial reporting.
W.A.G Payment Solutions PLC (the “Company” or the “Parent”) is a public limited company
incorporated and domiciled in the United Kingdom and registered under the laws of England &
Wales under company number 13544823 with its registered address at Third Floor (East),
Albemarle House, 1 Albemarle Street, London W1S 4HA.
(a) Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with
UK-adopted International Accounting Standards (“IFRS”) and with the requirements of the
Companies Act 2006 as applicable to companies reporting under these standards.
The Group also uses alternative performance measures (“APMs”) in addition to those reported
under IFRS as explained in Note 2 to the Group financial statements. The Group also provides
information to investors based on underlying results as explained in Note 1(f) to the Group
financial statements.
The consolidated financial statements have been prepared on a historical cost basis, except for
certain financial assets and liabilities (including derivative financial instruments) that have been
measured at fair value as explained in Note 1(s). The consolidated financial statements are
presented in EUR (“€”) and all values are rounded to the nearest thousand (€’000), except where
otherwise indicated.
In the current year, the Group has amended its presentation of the consolidated income
statement as follows (see Note 35 for further information):
The consolidated income statement subtotal “Net energy and services sales” has been
replaced with “Net revenue”
The “function of expense“ or “Cost of sales“ method in IAS 1 classifies expenses according to their
function as part of Cost of sales or operating activities. At a minimum, the Group is required to
disclose its Cost of sales under this method separately from other expenses and management
believes that this method provides more relevant information to users.
The Group used “Net revenue”, defined as revenue less costs of goods sold in the Annual Report
and in other information supplied to markets, a subtotal similar to gross profit.
The Group has combined Other operating expenses with Employee and Technology
expenses and Depreciation and Amortisation to present Operating expenses
As described in Note 1(d), Revenues are derived from multiple sources including sale of energy,
Toll revenue, tax agency services, fleet management solutions, navigation and other services (see
note 1(d)). The consolidated income statement presented expenses by function in the prior year
with separate line items for employee expenses and technology expenses. The Group discloses
employee expenses in Note 7 and it is not necessary to duplicate this disclosure in the
consolidated income statement to explain the nature of the business. Similarly, technology
expenses are not necessarily relevant to describe the nature of the Group’s other business
activities because a large portion of these expense are capital in nature. These changes have no
impact on tax, EPS, Adjusting items or segmental results.
The Group has introduced a “middle column” to disclose Adjusting items
The Group has introduced a middle column for the disclosure of Adjusting items to show the
impact of these items on expenses reported in the consolidated income statement. To aid the
user’s understanding of Adjusted EBITDA which is an APM, the Group has moved this disclosure
to Note 2 “Alternative Performance Measures”, Note 5 “Financial Performance by Segment” and
Note 8 “Adjusting items”.
The Group has moved the Share of net loss of associates accounted for using the equity
method to operating profit
In the prior year, the Group disclosed the share of net loss of associates together with finance
income and finance costs after operating profit. In the current year the Group has moved this item
to include it within operating profit or loss as the investment in associates is related to operating
activities rather than financing activities. See Note 19 for further information
Going concern
The Financial statements have been prepared on a going concern basis. Having considered the
ability of the Company and the Group to operate within its existing facilities and meet its debt
covenants, the Directors have a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future.
The adoption of the going concern basis is based on an expectation that the Group will have
adequate resources to continue in operational existence at least until June 2026.
The Directors considered the Group’s business activities, together with the principal risks and
uncertainties, likely to affect its future performance and position. For the purpose of this going
concern assessment, the Directors have considered the Group’s FY 2025 budget together with
extended forecasts for the period to June 2026. The review also included the financial position
of the Group, its cash flows and adherence to its banking covenants. The Group has access to a
Club Finance Facility which comprises of two amortising loans, a revolving credit facility (“RCF”)
together with additional uncommitted lines all of which mature in March 2029. See Note 27 for
the covenant assessment as at 31 December 2024.
Notes to the consolidated financial statements for the year ended 31 December 2024
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(a) Basis of preparation continued
Going concern continued
Throughout the period to June 2026, the Group has available liquidity and on the basis of current
forecasts is expected to remain in compliance with all banking covenants. In arriving at the
conclusion on going concern, the Directors have given due consideration to whether the funding
and liquidity resources above are sufficient to accommodate the principal risks and uncertainties
faced by the Group. The Directors have reviewed the financial forecasts across a range of
scenarios and prepared both a base case and severe but plausible downside case. The severe
downside case assumes a deterioration in trading performance relating to a decline in product
demand, as well as supply chain risks. These downsides would be partly offset by the application
of mitigating actions to the extent they are under management’s control, including deferrals of
capital and other discretionary expenditure.
The downside scenario incorporating an aggregation of all risks considered, showed a year-on-
year decline in Adjusted EBITDA by 1% and an Adjusted EBITDA margin of 41.4% in comparison to
the Base case Adjusted EBITDA growth of 15% and an Adjusted EBITDA margin of 42.5%. These
adjusted projections do not show a breach of covenants in respect of available funding facilities
or any liquidity shortfall.
In all scenarios, the Group has sufficient liquidity and adequate headroom in the Club Finance
Facility to meet its liabilities as they fall due and the Group complies with the financial covenants
at 30 June and 31 December throughout the forecast period.
The financial covenants have also been stress tested against the downside case to determine
the required decline in either Adjusted EBITDA, Net Debt or Finance charges before the covenant
conditions are breached. This assessment showed that Adjusted EBITDA would have to reduce
by more than 10% before the interest covenant is broken or 27% for the net leverage covenant.
Similarly, Net debt would need to increase by 37% and Finance charges would need to increase
by 12%. The Directors do not consider such a scenario to be plausible.
The Directors have also considered the impact of climate-related matters on the Group’s going
concern assessment, and do not expect this to have a significant impact on the going concern
assessment throughout the forecast period. Since performing their assessment, there have been
no subsequent changes in facts and circumstances relevant to the Directors’ assessment of
going concern.
(b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power
over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
•
Exposure, or rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:
•
The contractual arrangement with the other vote holders of the investee;
•
Rights arising from other contractual arrangements; and
•
The Group’s voting rights and potential voting rights.
The Group reassesses whether it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated financial statements from the date
the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the
equity holders of the Company and to the non-controlling interests, even if this results in the
non-controlling interests having a negative balance. When necessary, adjustments are made to
the financial statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and
cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an
equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, non-controlling interest, and other components of equity, while any resultant
gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value
(c) Management judgements and key accounting estimates
The preparation of financial statements under IFRS requires the Group’s management to make
judgements and estimates that affect the application of accounting policies and reported
amounts of assets, liabilities, revenues and costs. These judgements and estimates are
continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
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1. Principal accounting policies continued
(c) Management judgements and key accounting estimates continued
Critical judgements in applying the Group’s accounting policies
Principal versus agent consideration - Note 3
The Group has considered whether it acts as a principal or an agent in the sale of energy from
contracts with customers under the acceptance business model as set out in Note 1(c) and has
concluded that the Group is the principal. The Group recognises revenue earned from sales of
energy as part of an integrated web-based service solution comprising advice on locations,
offering discounted energy prices, provision of payment cards, extended credit payment terms
and administration of payment card transactions. The Group supplies energy to its customers
under one contract under the acceptance business model and the bunkering business models
described in Note 1(d). The recognition of revenue from contracts with customers under the
acceptance business model involves significant judgement when considering the following criteria:
a) The Group controls the availability of energy supply from acceptance partners due to its
agreement with acceptance partners to have minimal levels of energy supply available,
however the energy is not fungible and the Group does not pay in advance for energy.
b) The supplier retains rights to supply alternative energy products directly to customers of the Group.
c) The Group is responsible for sales strategy and decides whether to accept or reject
customers based on credit risk from customer receivables.
d) The Group and customers have the option to select alternative locations for supply of energy
based on the most advantageous price available on the Group’s website and software
applications (“Apps”) where the Group’s payment methods are accepted.
In applying the judgement, management have concluded the Group is the principal supplier in
contracts with customers, mainly because the Group is the primary obligor in respect of delivery
of energy and related services to its customers, bearing the risk and rewards of supply.
Management have also considered the following additional indicators:
a) The Group has discretion in setting energy prices for customers independent from the prices
payable to contracted suppliers under the acceptance model and has often revised its prices
in response to market-related developments or inflation;
b) The Group has the right to alternate its choice of suppliers between the bunkering model and
acceptance partner model for any route based on the best available prices.
The Group has also considered whether it acts as principal or agent in the provision of Toll
services to customers under contracts with Toll suppliers (see Note 1(d)). The complexity of
judgements in determining whether the entity is acting as principal or agent is increasing within
the industry in which the Group operates, particularly in relation to entities that provide value-
added services to entities engaged in transportation and distribution services. The recognition
of revenue from Toll services involves significant judgement when considering the criteria set
out in IFRS 15 for assessing if the Group controls the Toll service prior to providing the service to
customers, which are often combined with performance obligations for the provision of energy
and other services in a single contract. As Toll services are a combination of supply of goods
(OBUs) and services (Toll charges for access to Road infrastructure) further factors were
considered to conclude that the Group acts as the agent in the provision of Toll services:
(a) In compliance with the EETS EU directive 2019/520, EETS providers, such as the Group,
deliver the EETS service to road users. EETS providers must be registered with the
authorities in each country where the service is provided by applying for accreditation in
respective toll domains where technical, procedural and financial criteria are passed. The
accreditation passes the right to EETS Providers to offer EETS services in those Toll domains
to road users registered with the provider under a single contract.
(b) The service is regulated in a bilateral contract between the Toll operator, responsible for
maintaining Toll domains and the EETS provider. The Toll operator does not offer the service
to road users but is responsible for issuing penalties where non-compliance of terms and
conditions of use, payment or a lack of registration is identified.
(c) No other third parties are primarily responsible for fulfilling the contracts between the EETS
provider and road users registered with it.
(d) An on-board unit (“OBU”) is a device installed in a vehicle which is intended to monitor the
movement of a vehicle on toll roads and to calculate the Toll charges payable by road users
in individual countries. The Group carries risk before the service can be activated by issuing
OBUs to road users registered with the Group. (See further details in Note 1(d)).
(e) The Group has full autonomous discretion in establishing prices for the service and the
benefit the Group can receive from Toll services is not limited to the commission received
from the Toll operator. In exchange, the Toll operator receives guarantees for the payment of
the Toll in advance from the Toll Provider.
(f) The Group’s consideration is derived from invoices issued directly to road users for Toll
charges and issuing of OBUs in addition to commission from Toll operators, fees and volume
discounts applied by the Toll provider to the Toll charges. The Group has control over volume
and other discounts offered to road users for Toll charges and markets its services based on
the competitive prices that the Group can offer to customers.
(g) The Group is responsible for sales strategy and decides whether to accept or reject
customers based on credit risk from customer receivables.
(h) The Group is obliged to transfer the Toll charge to the Toll operator.
(i) The Group is exposed to credit risk for the amount receivable from customers in exchange
for the full price of the Toll service provided.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(c) Management judgements and key accounting estimates continued
Critical judgements in applying the Group’s accounting policies continued
Principal versus agent consideration - Note 3 continued
The Group acts as an agent if it does not control the specified good or service before it is
transferred to the customer and such contracts are classified as “agent” contracts. An agent
records as revenue the commission or fee earned for facilitating the transfer of the specified
service (the ‘net’ amount retained). It records as revenue the net consideration that it retains
after paying the principal for the specified good or service that was provided to the customer.
The classification of Toll contracts as principal or agent requires judgement as the indicators
above show that there are a range of interpretations over whether the Group controls the
specified service before it is transferred to the end customer. Management has concluded that
the Group remains the agent in the provision of toll services to customers based on the range of
considerations above, but recognises that the continued evolution of the toll market, particularly
as an EETS provider brings significant judgment to this conclusion. If a different basis were used
for these classifications, this could significantly increase the amount of gross revenue and cost
of goods sold recognised in the consolidated income statement by including Toll charges as part
of the Group’s revenue (See Note 3).
Adjusting items
In determining whether costs should be presented as Adjusting items in the consolidated income
statement, the following criteria should be met:
•
Significant items deemed to be one-off in nature, which may straddle more than one
accounting period.
•
Reorganisation costs directly incurred because of acquisitions, capital restructuring or
strategic transformation programmes.
•
ERP implementation relating to key IT systems.
•
Other costs outside the ordinary course of business.
Significant costs that meet one or more of the above-mentioned criteria are considered by the
Board, through the Audit and Risk Committee, who exercise judgement as to whether such costs
should be classified as Adjusting items in the consolidated income statement. Adjusting items
are disclosed on the face of the consolidated income statement and further information is
provided in Note 8 to the financial statements. During FY24, the Group has separately reported
ERP implementation costs as Adjusting items due to their size and one-off transformational
nature. The Group considers the strategic transformational programme was concluded at the
end of December 2023 and is no longer disclosing these costs as Adjusting items.
Goodwill: Allocation to Cash Generating Units (“CGUs”)
A CGU is the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets. The Group has identified
five CGUs in FY 2024:
•
Energy
•
Fleet management services (“FMS”)
•
Navigation
•
Toll
•
Tax refunds
Significant judgment is applied in the allocation of goodwill to CGUs, or a group of CGUs, as a
change in the allocation of goodwill could impact the result of the impairment review. As set out
in Note 1(i), for the purpose of impairment testing, goodwill acquired in a business combination is
allocated to each of the CGUs, or groups of CGUs, that is expected to benefit from that business
combination, at the lowest level at which goodwill is monitored for internal management
purposes. Goodwill is allocated at the operating segment level, and if goodwill were allocated at
a lower level, the results of the impairment testing may be different. The FMS and Energy CGUs
comprise several CGUs which have been grouped for impairment testing purposes as they are
expected to benefit from the synergies of combinations with the ADS and Webeye acquisitions
to support integration and ownership of key IT and software systems by W.A.G. Payment
Solutions, a.s. The Group is not forecasting or reporting these acquisitions separately in its
management reporting because the cash inflows from ADS and Webeye acquisitions are not
considered to be largely independent of the other cash inflows.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year, are described in the following paragraph. The
Group based its assumptions and estimates on parameters available when the consolidated
financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising that are
beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
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1. Principal accounting policies continued
(c) Management judgements and key accounting estimates continued
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less
costs of disposal calculation is based on available data from binding sales transactions,
conducted at arm’s length, for similar assets or observable market prices less incremental costs
for disposing of the asset. The value in use calculation is based on a discounted cash flow
(“DCF”) model. The cash flows are derived from the budget and forecasts for the next five years
and do not include restructuring activities that the Group is not yet committed to or significant
future investments that will enhance the asset’s performance of the CGU being tested. The
recoverable amount of the FMS CGU is sensitive to the discount rate used in the DCF model as
well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
These estimates are most relevant to the carrying value of goodwill. The key assumptions used
to determine the recoverable amount of the CGUs are disclosed and further explained in Note 16.
(d) Revenue from contracts with customers – Note 3
The Group’s revenue comprises principally of the following categories provided through our
payment network: sale of energy, toll revenue, fleet management solutions, navigation and other
services, reduced by customer incentives. The Group’s primary performance obligation is to
provide continuous access to the products and services of our supplier network over the contractual
term at pre-agreed discounted prices. Consideration is variable based primarily upon the amount
and type of transactions and payments volume on the Group’s products and services.
The Group recognises revenue when control of goods or services have been transferred to the
customer, net of VAT and other sales-related taxes. Revenue is recognised as the performance
obligations are performed over time, at point of delivery or at point of receipt, depending on
contractual terms. Revenue is recognised for an amount the Group expects to receive in
exchange for goods and services when the Group has satisfied a performance obligation, and
the amount of revenue can be reliably measured. Costs of fulfilling performance obligations on
existing contracts with customers are expensed as incurred. Costs incurred in advance of
obtaining a new contract or an anticipated contract that directly relate to the fulfilment of
specific performance obligations are initially recognised as an asset and subsequently expensed
once the new contract is obtained or obtaining the contract is no longer anticipated.
Determining the transaction price
The Group has discretion in establishing energy, toll and other service prices independent from
the prices of its suppliers as explained in Note 1(c) under Principal versus Agent considerations.
Revenue is recognised when goods and services are delivered to customers (see Note 3
‘Revenue’). Goods and services represent performance obligations in accordance with IFRS 15
and may be delivered to customers at different times under the same contract. The Group
allocates the amount payable by customers between goods and services on a ‘relative
standalone selling price basis.’
It is necessary to estimate the standalone price when the Group does not sell equivalent goods
or services on a standalone basis. When estimating the standalone price, the Group uses the
input method using a cost-plus margin approach. Where it is not possible to reliably estimate
standalone prices due to a lack of observable standalone sales or highly variable pricing, the
standalone price of an obligation may be determined as the transaction price less the standalone
price of other obligations in the contract.
The allocation of revenue between devices which are delivered upfront and services which are
delivered over the contract period is dependent on the standalone price determined for
obligations. The Group does not consider that there is a significant risk of material misstatement
of the carrying value of contract-related assets or liabilities in the 12 months after the balance
sheet date if these estimates were revised.
When refunds or discounts are issued to customers they are deducted from revenue in the
relevant service period.
Sale of energy
Revenue resulting from the sale of energy is recognised at point of delivery or point of receipt.
Provision of services are provided on a post-paid or pre-paid basis.
The Group operates two business models for the sale of energy to owners of fleets of
professional transport and forwarding services:
•
The “acceptance” business model comprises the sale of energy on payment cards supplied by
the Group at locations owned by pre-contracted third-party suppliers. Customers may access
fuel at any location which accepts the Group’s payment cards, for pre-agreed discounted
prices negotiated by the sales personnel of the Group.
•
The “bunkering” business model is the sale of fuel at sites that are owned by the Group or
rented from supply partners to which the Group supplies bulk energy deliveries. The risk and
rewards of energy inventory is transferred to customers when they purchase fuel from these
bunker sites.
Toll revenue
Revenue for the supply of toll services comprises commission from Toll operators and fees
charged to customers for payments made to Toll operators on behalf of Toll customers, net of
volume discounts offered to road users by the Group. Revenue resulting from the provision of
Toll services is recognised at point of delivery, on a post-paid or pre-paid basis.
The Group operates two business models for the sale of Toll services to owners of fleets of
professional transport and forwarding services and both are recognised on an agent basis (see
Note 1(c) for discussion of principal vs agent):
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(d) Revenue from contracts with customers – Note 3 continued
Toll revenue continued
•
The “Reseller” business model comprises the sale of Toll charges by issuing OBUs and
payment cards supplied by the Group at locations (Toll domains) owned by pre-contracted
third-party suppliers. Customers may access Toll domains at any location which accepts the
Group’s OBUs and payment cards. Prices for Toll charges and related services are based on
standalone prices determined by Toll operators and adjusted for volume discounts and fees
charged by the Group. The Group issues invoices for Toll charges and related fees from the
date when the OBUs are activated at the point of accessing the Toll domains. The Group offers
guarantees for payment of Toll charges to Toll operators which are collected based on data
received from OBUs registered by the Group. Invoices are recognised as contract assets
including Toll charges. Revenue for Toll services is recognised net of Toll charges.
•
The “Agent” business model is the sale of Toll charges at sites that are owned and operated by
supply partners on whose behalf the Group collects fixed price Toll charges in return for
commission. The Group does not supply OBUs and has limited control over prices set by the
Toll partner. The Group issues invoices to customers for Toll charges in the name of Toll
operators and collects Toll charges from customers on behalf of Toll operators. The Group
recognises contract assets for the Toll charge and fees, net of volume discounts applied.
Revenue for Toll services is recognised net of Toll charges and volume discounts applied.
Under the Reseller model, Toll charges are calculated through the configuration and collection of
data via artefacts such as paper forms, OBUs or other equipment intended for the determination
of the standalone price of the Toll charges.
The Group is responsible for procuring and issuing a virtual or tangible toll artefact which
enables the Group to set prices for Toll charges by configuring the artefacts and collecting data
directly from customer vehicles, thereby controlling prices and access to various toll domains.
The Group accepts customers based on credit profiling. The terms and conditions of providing
the artefacts are controlled by the Group. OBUs are recognised as inventory before they are
issued to customers and transferred to PPE once issued to customers.
Provision of services are provided on a post-paid or pre-paid basis. The Group assumes the Toll
debt from the Toll system operator for the use of the Toll domain by the customer.
In the post-paid model, the Group extends credit to customers for the payment of Toll charges.
Expected credit losses are provided on unused credit limits and invoiced Toll charges and fees,
net of discounts offered by the Group. The Group settles Toll charges received from OBU data
with Toll system operators in accordance with separate contracts and recognises contract
liabilities for Toll charges, net of discounts received from Toll operators. The Group recognises
commission receivable from Toll operators as contract assets.
In the pre-paid model, customers pay for Toll charges in advance which are reduced by invoices
issued for the use of Toll domains. Toll charges paid in advance are recognised as contract
liabilities by the Group.
Revenue derived from the supply of Toll services is recognised at a point in time in the period in
which the performance obligation is satisfied and the service is rendered. Costs of fulfilling
performance obligations on credit terms with suppliers are expensed as incurred. Costs incurred
in advance of obtaining contracts with customers, such as procurement of onboarding units, are
recognised as an asset and subsequently expensed when the performance obligation is
satisfied. Revenue derived from the supply of Toll services is recognised at the agreed
transaction price over a short period during which the obligation is performed.
Revenues from tax agency services
Revenue derived from tax agency services is recognised over time as the customer
simultaneously receives and consumes the benefits provided in the period in which the
performance obligation is satisfied. Customer contracts from tax consultancy services are
typically awarded on a fixed price basis based on the estimated time required to deliver the
performance obligations. Services provided under a fixed price contract generally have a single
performance obligation or a distinct series of performance obligations which are satisfied over
time. For each distinct performance obligation recognised over time, revenue is recognised using
an input method, based on total costs incurred to date as a percentage of total estimated costs
to satisfy each performance obligation. Changes to the estimates of forecast costs to complete,
the outcome of the contract and technical risks may impact revenue recognised at the reporting
date with revenue recognition appropriately adjusted as required for the reporting period.
Revenue derived from the provision of direct point-of-sale tax customer refund services for
which no advanced refund is extended by the Group to the customer is invoiced at the fixed
price for services rendered. Revenue derived from the provision of direct point-of-sale tax refund
services for which advanced refund credit is offered by the Group to the customer is invoiced
inclusive of refund credits extended to the customer, as this amount is paid to the customer in
advance of receiving the refund from tax authorities which is recognised as financed refunds by
the Group. Revenue derived from financed refunds are estimated with reference to the average
amount of direct point-of-sale tax reimbursed to the Group in a specified tax region over the
reporting period.
Fleet management solutions(FMS)
Revenues derived from the sale of on-board units (“OBU”) and recurring fees for software
services are recognised in the period in which the performance obligation is satisfied, and the
services are rendered. Fleet management software allows vehicle fleets to be continuously
monitored by customers.
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1. Principal accounting policies continued
(d) Revenue from contracts with customers – Note 3 continued
Navigation
Revenue derived from navigation is generated through licensing of navigation software and
digital map content to business-to-business (“B2B”) and business-to-customer (“B2C”)
customers. Navigation software licenses are granted to customers as either a right to use
existing intellectual property or digital map and traffic monitoring software that is regularly
updated over the contract period.
Revenue derived from the right to use software that is not regularly updated is recognised at a
point in time when control of the software passes to the customer. Revenue derived from the
right to access software that is regularly updated is recognised over time during the contract
period on a straight-line basis as the performance obligation is satisfied. Revenue derived from
B2C lifetime software licenses is recognised over a period of three years and revenue derived
from B2B lifetime customers is recognised over a period of five years.
Other services
Other services considered immaterial from Group perspective include:
•
24-hour assistance services – revenue recognised over period for which service is activated;
•
Legal services – revenue recognised at the moment service is rendered; and
•
Insurance – the Group acts as an insurance broker offering various insurance products on
behalf of third-party insurance companies. Revenue is earned by the Group in the form of
commission from insurance companies recognised when a contract with a customer is signed;
•
Sale of goods in shops and car wash sales.
(e) Impairment of non-financial assets
For non-financial assets with a finite useful life, the Group assesses at each reporting date
whether there is an indication an asset may be impaired. If any indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of
disposal and its value in use. The recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair value less costs of disposal, recent
market transactions are taken into account, if available. If no such transactions can be identified,
an appropriate valuation model is used. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which
are prepared separately for each of the Group’s CGUs, to which the individual assets are
allocated. These budgets and forecast calculations generally cover a period of five years. A
long-term growth rate is estimated and applied to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the consolidated income statement.
A previously recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the assets recoverable amount since the last impairment loss
was recognised. The reversal is limited so that the carrying amount of the asset does not exceed
its recoverable amount, nor exceed the carrying amount that would have been determined, net
of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the consolidated income statement.
Intangible assets with indefinite useful life are tested for impairment annually as at 31 December,
either individually or at the CGU level, as appropriate and when circumstances indicate that the
carrying value may be impaired. Impairment is determined for goodwill by assessing the
recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the
recoverable amount of the CGU is less than its carrying amount, an impairment loss is
recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
(f) Adjusting items – Note 8
As described in Note 1(c), adjusting items that meet certain criteria determined by management
are separately disclosed on the face of the consolidated statement of comprehensive income
and in Note 8.
(g) Taxes – Note 12
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those enacted or substantively enacted at the balance sheet date in the countries where the
Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not
in the consolidated income statement. Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate. No significant tax provisions were
recognised as at 31 December 2024 and 2023.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(g) Taxes – Note 12 continued
Deferred tax
Deferred tax is calculated separately for each company of the Group, using the liability method on
temporary differences between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting
date and are recognised to the extent it has become probable that future taxable profits will allow the
deferred tax asset to be recovered.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current income tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate
recognition at that date, are recognised subsequently if new information arises and/or circumstances
change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed
goodwill) if it was incurred during the measurement period or recognised in profit or loss.
(h) Share-based payments – Note 14
Eligible employees of the Group receive remuneration in the form of share-based payment
transactions whereby employees render service as consideration for equity instruments or cash.
Further information relating to these transactions are set out in Note 14.
Equity-settled transactions
The fair value of options granted is recognised as an employee expense, with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value
of options granted, using the Black-Scholes model. The total amount is recognised over the
vesting period, which is the period over which all of the specified vesting conditions are to be
satisfied. At the end of each period, the Group revises its estimates of the number of options that
are expected to vest. It recognises the impact of the revision to original estimates, if any, in profit
or loss, with a corresponding adjustment to equity.
When the options are exercised, the Company issues the appropriate number of shares to the
employee. The proceeds received, net of any directly attributable transaction costs, are credited
directly to equity.
Cash-settled transactions
Liabilities for cash-settled share-based payments are recognised as an employee expense in the
consolidated income statement over the relevant service period. The liabilities are remeasured at fair
value at each reporting date and are presented as employee-related liabilities in the balance sheet.
(i) Business combinations and goodwill – Note 15
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred, measured at the
acquisition date at fair value and the amount of any non-controlling interest in the acquiree. For
each business combination, the Group elects whether to measure the non-controlling interest in
the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Acquisition related costs are expensed as incurred and included in Operating expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances, and pertinent conditions as at the acquisition date. This includes the separation
of embedded derivatives in host contracts by the acquiree. If the business combination is
achieved in stages, the previously held equity interest is remeasured at its acquisition date fair
value and any resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at
the acquisition date. Contingent consideration classified as an asset or liability that is a financial
instrument and within the scope of IFRS 9 Financial Instruments: Recognition and Measurement,
is measured at fair value with changes in fair value recognised in income statement. If the
contingent consideration is not within the scope of IFRS 9, it is measured in accordance with the
appropriate IFRS. Contingent consideration classified as equity is not remeasured and
subsequent settlement is accounted for within equity.
Put options granted to holders of non-controlling interests that convey the right to sell shares for
an exercise price specified put option agreements meet the definition of a financial liability in
accordance with IAS 32. Obligations of the Group to settle put options in cash or other financial
assets on exercise are recognised at the present value of the redemption amounts within
financial liabilities with a corresponding charge directly to equity within the put option reserve.
Subsequent revisions of put option liabilities are recognised in the option reserve directly in
equity. Put option liabilities that expire without being exercised are derecognised with a
corresponding adjustment to the put option reserve directly in equity. Upon the exercise of put
options, amounts previously recorded in the put option reserves in equity are recycled to
retained earnings.
Goodwill arising on the acquisition of subsidiaries represents the excess of consideration
transferred and the fair value of contingent consideration, over the fair value of the identifiable
assets acquired and liabilities assumed. Goodwill arising on acquisitions denominated in foreign
currencies are retranslated using exchange rates prevailing at each reporting date.
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1. Principal accounting policies continued
(i) Business combinations and goodwill – Note 15 continued
Goodwill is recognised as an asset at cost less accumulated impairment losses. Goodwill is not
subject to amortisation but is reviewed for impairment annually, or more frequently if events or
changes in circumstances indicate a potential impairment. For the purpose of impairment testing,
goodwill acquired in a business combination is allocated to a CGU, or group of CGUs, that is
expected to benefit from that business combination. Each CGU, or group of CGUs, to which
goodwill is allocated represents the lowest level at which goodwill is monitored for internal
management purposes and is not larger than an operating segment before aggregation.
When the Group changes the composition of its CGUs, it reallocates goodwill using a relative
value approach at the date of the reorganisation, unless the entity can demonstrate that some
other method provides a better allocation of goodwill to the reorganised CGUs. The Group’s
impairment review compares the carrying value of the goodwill to the recoverable amount of the
CGU, or the Group of CGUs to which the goodwill has been allocated. The recoverable amount is
the higher of the value in use or the fair value less costs of disposal. Estimating the value in use
requires the Directors to perform an assessment of the discounted future cash flows the CGU, or
group of CGUs, is able to generate. See Note 1(c) for discussion of the critical estimates involved
in this assessment.
(j) Foreign currency transactions
The Group’s consolidated financial statements are presented in €. Each entity in the Group
determines its own functional currency, and items included in the financial statements of each
entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group entities at their respective
functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rate of exchange valid at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss
as finance income or finance expenses. 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.
On consolidation, the assets and liabilities of foreign operations are translated into € at the
exchange rates prevailing at the reporting date and their statements of profit or loss are
translated at the average exchange rate for the relevant year. 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 recognised in 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.
(k) Cash dividend to equity holders of the Company
The Company recognises a liability to make cash distributions to equity holders of the Company
when the distribution is authorised, and the distribution is no longer at the discretion of the
Company. As per the corporate laws of the United Kingdom, a distribution is authorised when it
is approved by the Shareholders. A corresponding amount is recognised directly in equity.
(l) Intangible assets – Note 16
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated
amortisation and accumulated impairment losses. Internally generated intangibles, excluding
capitalised development costs, are not capitalised and the related expenditure is reflected in
profit or loss in the period in which the expenditure is incurred. Directly attributable costs that
are capitalised as part of software include employee costs and an appropriate portion of relevant
overheads. Capitalised development costs are recorded as intangible assets and amortised from
the point at which the asset is ready for use.
The useful life of intangible assets is assessed as either finite or indefinite (goodwill).
Intangible assets with finite life are amortised over the useful economic life and assessed for
impairment whenever there is an indication that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible asset with a finite useful life
are reviewed at least at the end of each reporting period. Changes in the expected useful life or
the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, as appropriate, and are treated as
changes in accounting estimates.
Amortisation of intangible assets with a finite life is recorded on a straight-line basis over their
estimated useful life as follows:
YearsClients’ relationships 7–15Internal software developments 2–10Patents and rights 2–20External software 2-8Other intangible assets 2–3
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(l) Intangible assets – Note 16 continued
Intangible assets in progress are not amortised.
Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in
the consolidated income statement when the asset is derecognised.
Clients’ relationships
Clients’ relationships acquired as part of a business combination (Note 15, 16) are recognised at
their fair value at the date of acquisition and are subsequently amortised on a straight-line based
on the timing of projected cash flows of the contracts over their estimated useful life.
Internal software development
Research costs are expensed as incurred. Development expenditure on an individual project is
recognised as an intangible asset when the Group can demonstrate:
•
The technical feasibility of completing the intangible asset so that the asset will be available
for use or sale;
•
Its intention to complete and its ability and intention to use or sell the asset;
•
How the asset will generate future economic benefits;
•
The availability of resources to complete the asset; and
•
The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at
cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the
asset begins when development is complete, and the asset is available for use. It is amortised
over the period of expected future benefit.
Development includes programming relating to the internal development of externally purchased
software, development of software-based solutions provided to the Group’s customers and
development of new fleet management products and services, which include fleet management
and toll units.
Patents and rights, external software
Separately acquired patents and rights, and external software are shown at historical cost.
Patents and rights, and software acquired in a business combination are recognised at fair value
at the acquisition date. They have a finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses.
(m) Property, plant and equipment – Note 17
Property, plant and equipment are stated at cost, net of accumulated depreciation and
accumulated impairment losses, if any. Cost comprises the aggregate amount paid, and the fair
value of any other consideration given to acquire the asset and includes costs directly
attributable to making the asset capable of operating as intended.
When significant parts of property, plant and equipment are required to be replaced at intervals,
the Group depreciates them separately, based on their specific useful life. Likewise, when a
major inspection is performed, its cost is recognised in the carrying amount of the property,
plant, and equipment as a replacement if the recognition criteria are satisfied. All other repair
and maintenance costs are recognised in profit or loss as incurred.
Depreciation is recorded on a straight-line basis over the estimated useful life of an asset as
follows:
YearsBuildings 10–40Leasehold improvements 4–15Machinery and equipment 2–20Vehicles 2–5Fixtures and fittings 5–10OBU 3-5
Land and tangible assets in progress are not depreciated.
OBU are classified as property, plant and equipment once rented to a customer, before that they
are classified as inventory.
An item or a significant part of property, plant and equipment is derecognised upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising
on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss when the asset is
derecognised.
The residual value, useful life, and method of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.
(n) Leases – Note 18
Identification of the subject of a lease – lease agreement
A lease is a contract, or part of a contract, that conveys the right to use an identifiable asset for a
period of time in exchange for consideration. At the inception of the contract, the Group
assesses whether the contract is a lease or contains a lease. The Group reassesses whether the
contract is a lease or contains a lease only when the contractual terms are amended.
The Group assesses whether a contract transfers the right to control the use of an identifiable
asset over a period of time based on:
•
The Group has the right to obtain a substantial economic benefit from the asset for the period
of its use;
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1. Principal accounting policies continued
(n) Leases – Note 18 continued
Identification of the subject of a lease – lease agreement continued
•
The lease is agreed for the lease of a specific asset, and the lessor does not have the right to
exchange it or to profit financially from the exchange;
•
The Group has the right to control the use of an identifiable asset;
•
The lease is longer than 12 months (short-term lease exemption allowed under IFRS 16); and
•
The value of the new asset exceeds €4,500 (low value exemption allowed under IFRS16).
The Group assesses whether the contract contains a lease separately for each potential lease
component.
The Group does not have any external subleases outside of the Group nor any contract, where
the Group is a lessor.
Lease liability
At the commencement date, a lessee shall measure the lease liability at the present value of the
lease payments that are not paid at that date. Lease payments are payments by the lessee to the
lessor for the right to use an underlying asset for the duration of the lease. These payments
include:
•
fixed payments (lowered by any lease incentives);
•
variable lease payments that are indexed or fixed to a rate;
•
call option to purchase where there is sufficient certainty that the lessee will make use of the
option; and
•
payment of penalties for termination of the lease where the lease period corresponds to the
lessee making use of the option to terminate the lease.
After commencement date, variable lease payments not included in the measurement of the
lease liability are recognised in profit or loss in the period in which the event or condition that
triggers those payment occurs. Interest from the lease obligation is recognised as a finance cost.
Right to use an asset
The Group measures the right to use an asset on the date the lease commences on the basis of a
lease agreement. These are based on:
•
the value of the lease liability increased by the lease payment that the Group has paid before
the day the lease commences (reduced by lease incentives – discounts);
•
the initial direct costs of the lease paid by the Group;
•
the estimated value of the costs for dismantling and removing an identified asset or the
reclamation of the site where the asset was located; and
•
an increase by the asset’s modification and renovation costs required in the lease agreement,
namely by the creation of a reserve in compliance with IAS 37 Provisions, Contingent Liabilities
and Contingent Assets.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the
lease term on a straight-line basis.
(o) Investment in associates – Note 19
Associates are entities over which the Group has significant influence, but not control or joint
control. This is generally the case where the Group holds between 20% and 50% of the voting
rights. Investments in associates are accounted for using the equity method of accounting, after
initially being recognised at cost.
Under the equity method of accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the
investee in profit or loss, and the Group’s share of movements in other comprehensive income of
the investee in other comprehensive income. Dividends received or receivable from associates
are recognised as a reduction in the carrying amount of the investment.
The carrying amount of equity-accounted investments is tested for impairment in accordance
with the policy described in Note 1(e).
(p) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
Financial assets
Classification and measurement
Financial assets are classified based on the business model of the Group and characteristic of
contractual cash flows. Under IFRS 9, the financial assets are classified into the following
categories: financial assets subsequently measured at amortised cost (“AC”), financial assets at
fair value through other comprehensive income (“FVOCI”) and financial assets at fair value
through profit or loss (“FVTPL”).
The Group classifies financial assets into following categories:
i. Financial assets subsequently measured at amortised cost – classified if both of the following
conditions are met:
•
the financial asset is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows; and
•
the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding (referred to as
SPPI test).
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(p) Financial instruments continued
Financial assets continued
Classification and measurement continued
Expected credit losses, foreign exchange rate differences, and interest revenues are recognised
in the consolidated income statement. On derecognition, losses/gains are recognised in the
consolidated income statement.
ii. Financial assets at fair value through other comprehensive income:
•
Assets that are held for collection of contractual cash flows and for selling the financial assets,
where the assets’ cash flows represent solely payments of principal and interest, are measured
at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition
of impairment gains or losses, interest income and foreign exchange gains and losses, which
are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain
or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised
in finance income/(costs). Interest income from these financial assets is included in finance
income using the effective interest rate method. Foreign exchange gains and losses are
presented in finance income/(costs), and impairment expenses are presented as separate line
item in the consolidated income statement.
•
Equity securities which are not held for trading and which the Group has irrevocably elected at
initial recognition to recognise in this category. These are strategic investments and the Group
considers this classification to be more relevant.
iii. Financial assets at fair value through profit or loss:
•
This category includes the financial assets held with strategy of active trading with financial
assets. Contractual cash flow collection is not the primary objective of the business model.
•
Expected credit losses are not calculated and recognised. Changes in the fair value and
foreign exchange rate differences are recognised in the consolidated income statement.
Changes in the fair values are included in finance income/(costs).
Trade and other receivables that do not contain a significant financing component, or for which
the Group has applied the practical expedient, are measured at the transaction price determined
under IFRS 15.
The Group’s financial assets include cash, trade and other receivables with no significant
financing component meeting criteria for classification as AC and derivatives meeting criteria for
classification as FVTPL and FVOCI.
Trade and other receivables
Trade and other receivables are carried at original invoice amount less an allowance for
impairment of these receivables.
See next section for a description of Group’s impairment policies and Note 21 for further
information on Trade and other receivables.
Impairment of financial assets carried at amortised cost
As the Group financial statements include financial assets representing trade and other
receivables, which do not include a significant financing component, the Group applies a
simplified approach in calculating the expected credit loss (“ECL”). The Group does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date. The carrying amount of the asset is reduced either directly or through use of an
allowance account. The amount of the loss is recognised in the consolidated income statement.
The simplified approach used by the Group uses elements from general approach, however, no
staging of financial assets is used.
ECL measurement is based on three components used by the Group: Probability of Default
(“PD”), Exposure at Default (“EAD”) and Loss Given Default (“LGD”):
•
PD is an estimate of the likelihood of default to occur over a given time period. It is calculated
from combination of customers’ financial position and performance, transactional data,
volumes, and payment performance. Scorecards are applied to customers depending on their
resident country.
•
EAD is an estimate of exposure at a future default date, taking into account expected changes
in exposure after the reporting period, including repayments of principal and interest, and
expected drawdowns on committed credit limits.
•
LGD is an estimate of the loss arising on default. It is based on the difference between the
contractual cash flows due and those that the lender would expect to receive, including from
any collateral. It is usually expressed as a percentage of the EAD.
Impaired debts are derecognised when they are assessed as uncollectible.
Recognition and derecognition
Regular purchases and sales of financial assets are recognised on a trade date, being the date
on which the Group commits to purchase or sell the asset.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e. removed from the Group’s consolidated statement
of financial position) when:
•
The rights to receive cash flows from the asset have expired; or
•
The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
“pass-through” arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
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1. Principal accounting policies continued
(p) Financial instruments continued
Recognition and derecognition continued
When the Group has transferred its rights to receive cash flows from an asset or has entered into
a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and
rewards of ownership. When it has neither transferred nor retained substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Group continues to recognise
the transferred asset to the extent of its continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.
Financial liabilities
Financial liabilities are classified into two main categories (a) at amortised cost and (b) at fair
value through profit or loss.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including
bank overdrafts and derivative financial instruments.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest rate (“EIR”) method. Gains and losses are recognised
in profit or loss when the liabilities are derecognised, as well as through the EIR amortisation
process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance
costs in the consolidated income statement.
This category generally applies to interest-bearing loans and borrowings. For more information,
refer to Note 27.
Trade and other payables
Trade payables are recognised at their nominal value, which is deemed to be materially the same
as the fair value.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged,
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability
and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the consolidated income statement.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments, such as forward currency contracts and interest
rate swaps, to hedge its foreign currency risks and interest rate risks. Such derivative financial
instruments are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value. Derivatives are carried as financial
assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to
profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI
and later reclassified to profit or loss when the hedged item affects profit or loss.
Derivatives embedded in financial liabilities are separated from the host contract and accounted
for separately if the economic characteristics and risks of the host contract and the embedded
derivative are not closely related. A separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instrument is not
measured at fair value through profit or loss.
The embedded derivatives are separately valued upon inception and at each balance sheet date
using an appropriate valuation model, with the changes in fair value recognised in profit or loss.
For the purpose of hedge accounting, in accordance with IAS39, hedges are classified as cash
flow hedges when hedging the exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognised asset or liability or a highly probable forecast
transaction or the foreign currency risk in an unrecognised firm commitment.
At the inception of a hedge relationship, the Group formally designates and documents the
hedge relationship to which it wishes to apply hedge accounting, the risk management objective
and the strategy for undertaking the hedge. The documentation includes identification of the
hedging instrument, the hedged item or transaction, the nature of the risk being hedged and
how the Group will assess the effectiveness of changes in the hedging instrument’s fair value in
offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to
the hedged risk. Such hedges are expected to be highly effective in achieving offsetting
changes in fair value or cash flows and are assessed on an ongoing basis to determine that they
actually have been highly effective throughout the financial reporting periods for which they
were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for as cash flow hedges.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(p) Financial instruments continued
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the
cash flow hedge reserve, while any ineffective portion is recognised immediately in the
consolidated income statement.
The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in
forecast transactions and firm commitments. The ineffective portion relating to foreign currency
contracts is recognised in finance costs. Ineffectiveness of forward currency contracts may arise
if the timing of the forecast transaction changes from what was originally estimated, or if there
are changes in the credit risk of the Group or the derivative counterparty.
Hedge ineffectiveness for interest rate swaps may occur due to the credit value/debit value
adjustment on the interest rate swaps which is not matched by the loan or due to differences in
critical terms between the interest rate swaps and loans.
Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects
profit or loss, such as when the hedged financial income or financial expense is recognised or
when a forecast sale occurs.
When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts
recognised as OCI are transferred to the initial carrying amount of the non-financial asset or
liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or
rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the
hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously
recognised in OCI remains separately in equity until the forecast transaction occurs or the
foreign currency firm commitment is met.
(q) Inventories – Note 20
Inventories are valued at the lower of cost and net realisable value.
Costs are assigned to individual items on the basis of “first in, first out” (“FIFO”) method (the
initial price in the measurement of inventory additions is used as the initial price in the
measurement of inventory disposals). Costs of purchased inventory include acquisition-related
costs (freight, customs, commission, etc.).
Net realisable value is the estimated selling price in the ordinary course of business, less
estimated costs of completion and the estimated costs necessary to make the sale.
(r) Trade, contract and other receivables – Note 21
Trade receivables are stated net of impairment and for the purpose of impairment testing include
non-financial contract assets (amounts recoverable on contracts) and accrued revenue. These
assets are assets for impairment using the simplified approach to the expected credit loss (ECL)
model (see Note 1(p)).
Trade receivables and contract assets are provided in full and subsequently written off where
there is no reasonable expectation of recovery. Indicators that there may be no reasonable
expectation of recovery could include, among others, evidence that the customer has entered
administration or liquidation proceedings, or the persistent failure of a customer to enter into or
adhere to a repayment plan. The general approach is applied to the impairment of other financial
assets, the amount of which is based on whether there has been a significant deterioration in the
risk of a financial asset.
(s) Fair value measurement – Note 22
The Group measures financial instruments such as derivatives at fair value at each balance sheet
date. Fair value related disclosures for financial instruments and non-financial assets that are
measured at fair value or where fair values are disclosed, are summarised in the following notes:
•
Disclosures for valuation methods, significant estimates, and assumptions (Note 22);
•
Quantitative disclosures of fair value measurement hierarchy (Note 22); and
•
Financial instruments carried at fair value (Note 23).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
ordinary transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
•
In the principal market for the asset or liability; or
•
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act
in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use or by selling
it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
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1. Principal accounting policies continued
(s) Fair value measurement – Note 22 continued
All assets and liabilities for which fair value is measured in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
•
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
•
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable.
•
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by
reassessing categorisation (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level
of the fair value hierarchy as explained above.
(t) Cash and cash equivalents – Note 24
Cash and short-term deposits in the statement of financial position comprise cash in hand and
cash at banks.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist
of cash and short-term deposits as defined above, net of outstanding bank overdrafts as they
are considered an integral part of the Group’s cash management.
(u) Trade, other payables and other liabilities – Note 25
Trade payables are non-interest bearing and are stated at their nominal value.
(v) Provisions – Note 26
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. The expense relating to a provision is presented in the consolidated income
statement.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
(w) Recent accounting developments
Adopted by the Group
The following standards, interpretations and amendments to existing standards became
effective for periods commencing on or after 1 January 2024 and were adopted by the Group
from this date:
Impact on Effective date Issued IFRSthe Group(period commencing) Endorsed by UKSupplier Finance Arrangements Limited 1 January 2024 Yes(Amendments to IAS 7 and IFRS 7)Amendments to IAS 1 Presentation Limited, 1 January 2024 Yesof Financial Statementsunless covenant • Non-current liabilities with breach covenantsarises• Deferral of effective date amendmentsClassification of liabilities as current or non-currentInternation Tax Reform – Pillar Two Limited 1 January 2024 YesModel Rules (Amendment to IAS 12)Lease liability in a sale and leaseback Limited 1 January 2024 Yes(Amendments to IFRS 16)
These amendments did not have a significant impact on the Group’s consolidated
financial statements.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
1. Principal accounting policies continued
(w) Recent accounting developments continued
Issued standards, amendments and interpretations not yet effective
The following standards, interpretations and amendments to existing standards have been
issued but were not yet mandatory for the Group for the accounting period commencing on
1 January 2024.
Impact on Effective date Issued IFRSthe Group(period commencing) Endorsed by UKLack of exchangeability Limited 1 January 2025 Yes(Amendments to IAS 21)IFRS 18 Presentation and Disclosure Significant as 1 January 2027 Yesin Financial Statementssystem and process • Structure of the statement of changes may profit or lossbe required.• Required disclosure in the financial statements for certain profit or loss performance measures defined by management that are reported to external parties in documents other than the entity’s financial statements • Enhanced principals on aggregation and disaggregation which apply to the primary financial statements and notes in general
2. Alternative performance measures (“APMs”)
Throughout the consolidated financial statements, which are prepared and presented in accordance
with IFRS, the Group presents various alternative performance measures (APMs) in addition to those
reported under IFRS. The APMs are reviewed by the Chief Operating Decision Maker (“CODM”)
together with the main Board and analysts who follow the performance of the Group in assessing
the performance of the business.
The Group uses APMs to provide additional information to investors and to enhance their
understanding of its results. The APMs should be viewed as complementary to, rather than a
substitute for, the figures determined according to IFRS. Moreover, these metrics may be defined or
calculated differently by other companies, and, as a result, they may not be comparable to similar
metrics calculated by the Group’s peers.
Explanations of how they are calculated and how they are reconciled to an IFRS statutory measure
are set out below:
EBITDA
EBITDA is defined as operating profit before depreciation and amortisation.
The Group presents EBITDA because it is widely used by analysts, investors, and other
interested parties to evaluate the profitability of companies. EBITDA eliminates potential
differences in performance caused by variations in capital structures (affecting net finance
costs), tax positions (such as the availability of net operating losses, against which to relieve
taxable profits), the cost and age of tangible assets (affecting relative depreciation expense),
the extent to which intangible assets are identifiable (affecting relative amortisation expense)
and share of loss of associates.
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before Adjusting items (see note 8 for a detailed
description of Adjusting items):
Adjusting item Definition Exclusion justificationM&A-related Fees and other costs M&A-related expenses vary according to non-expensesrelating to the Group’s recurring acquisition activity of the Group. Exclusion acquisition activityof these costs enhances comparability of the Group’s results over time.
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ERP Costs related to Transformational expenditure represents implementation transformation of key investments intended to create a new product or and integration IT systems.service, or significantly enhance an existing one, in costsorder to increase the Group’s revenue potential, including systems and process improvements relating to customer services. Transformational expenses, which cannot be capitalised as they mainly relate to research, were excluded as the Group is executing its strategic transformation programme and these costs represent a significant investment in technology. The SAP implementation programme is expected to complete by the end of 2026. Integration costs of IneloSignificant, non-recurring costs relating to transformation and integration of business combinations have been excluded to enhance comparability of the Group’s results.Strategic Costs relating to Broadening the skill basetransformation broadening the skill IPO and IT strategic transformation requires a expensesbases of the Group’s different skill base of the Group employees than employees including in those required in the ordinary course of the Group’s respect of executive business and are classified as Adjusting items.search and recruiting costs.
2. Alternative performance measures (“APMs”)
Adjusted EBITDA continued
Share-based Equity-settled and Share options and cash-settled compensation compensationcash-settled provided to management and certain employees in compensation provided to connection with the IPO have been represented as the Group’s management adjusting costs because they are non-recurring. Total before IPOshare-based payment charges to be excluded in period from 2021 to 2024 amount to €20.7 million, €19.4 million of which is amortised over three years. Share awards provided post-IPO were not excluded as they represent the non-cash element of the annual remuneration of executives and others remaining in the business. (See Note 14 for further information.)Impairment losses Goodwill impairment The Group recognised a significant goodwill of non-financial impairment of the Fleet management solutions CGU assetsin the prior year. Exclusion of these costs enhances the comparability of the Group’s results.Restructuring Termination benefits of Following the acquisition of Inelo, the Group costsa significant completed a major restructuring programme in 2023 restructuring programmeto ensure the right size of the Group for the future. The programme incurred significant termination costs, which are considered non-recurring due to their size. The Group did not incur similar related costs in 2024. Management believes that Adjusted EBITDA is a useful measure for investors because it is a
measure closely monitored to evaluate the Group’s operating performance and to make financial,
strategic, and operating decisions. It may help investors to understand and evaluate, in the same
manner as management, the underlying trends in the Group’s operational performance on a
comparable basis, period on period.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
2. Alternative performance measures (“APMs”) continued
Adjusted EBITDA reconciliation
20242023€000€000Profit before tax 11,696 (39,307)Intangible assets amortisation 50,013 43,398Tangible assets depreciation 9,604 8,851Right of use depreciation 5,853 5,280Depreciation and amortisation 65,470 57,529Net finance cost and share of net loss of associates 29,734 11,616EBITDA 106,900 29,838M&A-related expenses 6,324 4,423Impairment of goodwill — 56,663Strategic transformation expenses* — 1,789ERP implementation and integration costs 6,297 5,277Restructuring — 4,172Share-based compensations 2,207 6,538Adjusting items (Note 8) 14,828 78,862Adjusted EBITDA 121,728 108,700
* ERP implementation costs previously included in strategic transformation costs have been disclosed separately as the
strategic transformation activities of the Group concluded in the prior year.
Adjusted EBITDA margin
Adjusted EBITDA margin represents Adjusted EBITDA for the period divided by net revenue.
Adjusted Cash EBITDA
Adjusted Cash EBITDA is Adjusted EBITDA less capitalised research and development costs plus
share based payment.
20242023€000€000Adjusted EBITDA 121,728 108,700Capitalised research and development costs (Note 16) (34,973) (37,967)Share based payments (Note 14) 1,975 1,262Adjusted Cash EBITDA 88,730 71,995
Adjusted earnings (net profit)
Adjusted earnings are defined as profit from the financial year from continuing operations before
Adjusting items:
Adjusting item Definition Exclusion justificationAmortisation of Amortisation of assets The Group acquired a number of companies acquired intangiblesrecognised at the time of an in the past and plans further acquisitions in acquisition (primarily ADS, the future. The item is prone to volatility Sygic, a.s., Webeye and from period to period depending on the Inelo)level of M&A. Adjusting items Items recognised in the Justifications for each item are listed in the affecting Adjusted preceding table, which preceding table.EBITDAreconciles EBITDA to Adjusted EBITDATax effect Decrease in tax expense as a Tax effect of above adjustments is excluded result of Adjusting itemsto adjust the impact on after tax profit.
The Group believes this measure is relevant to an understanding of its financial performance
absent the impact of abnormally high levels of amortisation resulting from acquisitions and from
technology transformation programmes.
Adjusted earnings reconciliation20242023€000€000Profit for the year from continuing operations 2,856 (43,548)Amortisation of acquired intangibles 19,760 17,166Adjusting items 14,828 78,862Tax effect of Adjusting items (5,196) (5,747)Adjusted earnings (net profit) 32,248 46,733
Adjusted basic earnings per share
Adjusted basic earnings per share is calculated by dividing the Adjusted net profit for the period
attributable to equity holders by the weighted average number of ordinary shares outstanding
during the period. See Note 13 for further information.
Adjusted effective tax rate
Adjusted effective tax rate is calculated by dividing the Adjusted tax expense by the Adjusted
profit before tax, representing the rate of tax that would have been incurred on profit before
Adjusting items. See Note 12 for further information.
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2. Alternative performance measures (“APMs”) continued
Net debt/cash
Net debt/cash represents cash and cash equivalents less interest-bearing loans and borrowings
(See Note 27 for definition of net debt).
Transformational capital expenditure
Transformational capital expenditure represents investments intended to create a new product
or service, or significantly enhance an existing one, to increase the Group’s revenue potential
and includes system and process improvements to enhance services provided to customers.
3. Revenue
Accounting policy Note 1(d)
Net revenue – geographical location
The geographical analysis set out below is derived from the base location of responsible sales
teams, rather than reflecting the geographical location of the actual transaction.
20242023€000€000Czech Republic 40,826 38,157Poland 81,499 61,664Central Cluster (excluding CZ and PL) 28,840 28,803Portugal 13,361 12,800Western Cluster (excluding PT) 12,660 10,693Romania 37,860 35,043Southern Cluster (excluding RO) 69,036 60,991Other 8,456 8,379Total 292,538 256,530
Segment revenue from contracts with customers - geographical location
20242023€000€000Czech Republic (“CZ”) 521,469 428,272Poland (“PL”) 399,506 372,527Central Cluster (excluding CZ and PL) 270,095 255,652Portugal (“PT”) 168,575 228,598Western Cluster (excluding PT) 141,507 105,440Romania (“RO”) 270,359 293,708Southern Cluster (excluding RO) 454,471 393,727Other 10,591 10,183Total 2,236,573 2,088,107
There were no individually significant customers, which would represent 10% or more of revenue.
Timing of revenue recognition 20242023€000€000Payment solutionsGoods and services transferred at a point in time 2,054,536 1,947,937Services transferred over time 56,466 30,6352,111,002 1,978,572Mobility solutionsGoods and services transferred at a point in time 25,432 21,442Services transferred over time 100,139 88,093125,571 109,535Total segment revenue 2,236,573 2,088,107
4. Operating profit/(loss)
Accounting policy Note 1(l, m)
Operating profit/(loss) for the year ended 31 December contains the following material items:
20242023€000€000Amortisation of intangible assets (Note 16) 50,013 43,398Depreciation of property, plant and equipment (Note 17, 18) 15,457 14,131Owned assets 9,604 8,851Leased assets 5,853 5,280Cost of acquisition of subsidiaries 6,324 4,423Expensed research and development costs 3,226 3,246Loss on sale of a subsidiary — 489
Adjusting items in operating profit amounted to €34,588,000 in 2024 (2023: €96,028,000),
consisting mainly of amortisation of acquired intangibles and in 2023 of impairment losses of
non-financial assets.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
5. Financial performance by segment
Operating segments are reported in a manner consistent with the internal reporting provided to
the Chief Operating Decision Maker (“CODM”). The Group considers the Executive Committee to
be the CODM. The CODM reviews Net revenue to evaluate segment performance and allocate
resources to the overall business.
For management purposes and based on internal reporting information, the Group is organised in
two operating segments; Payment solutions and Mobility solutions. Payment solutions represent
Group’s revenues, which are based on recurring and frequent transactional payments. The
segment includes Energy and Toll payments, which are a typical first choice of a new customer.
Mobility solutions represent a number of services, which are either subscription based or
subsequently sold to customers using Payment solutions products. The segment includes Tax
refund, Fleet management solutions, Navigation, and other service offerings.
EBITDA and Adjusted EBITDA are non-GAAP measures, as detailed in Note 2.
For the year ended 31 December 2024
Payment Mobilitysolutions solutionsCentralTotal€000€000€000€000Segment revenue 2,111,002 125,571 — 2,236,573Net revenue 166,967 125,571 — 292,538Operating profit/loss 136,874 85,563 (181,753) 40,684Net finance cost — — (28,988) (28,988)Profit/(loss) before tax 136,874 85,563 (210,741) 11,696
For the year ended 31 December 2023
Payment Mobilitysolutions solutionsCentralTotal€000€000€000€000Segment revenue 1,978,572 109,535 — 2,088,107Net revenue 146,995 109,535 — 256,530Operating profit/loss* 124,131 76,467 (228,793) (28,195)Net finance cost — — (11,112) (11,112)Profit/(loss) before tax 124,131 76,467 (239,905) (39,307)* Operating profit/(loss) has been represented to include €504,000 previously disclosed within finance costs; see note 35.
The following table presents the Group’s non-current assets, net of accumulated depreciation
and amortisation, by country. Non-current assets for this purpose consist of property and
equipment, right-of-use assets, intangible assets, investments in associates, financial assets and
other non-current assets (excluding deferred tax assets and derivative assets).
The Group’s non-current assets are not internally reported to the CODM at a segment level.
Non-current assets
20242023€000€000Czech Republic 180,460 168,582Spain 48,138 56,356Poland 228,345 230,784Other 153,333 171,232Total 610,276 626,954
6. Other operating income
Other operating income for the respective periods was as follows:
20242023€000€000Gains from revaluation of foreign currency forwards — 7,970Other 4,777 2,119Total 4,777 10,089
In 2023, there was a gain from revaluation of foreign currency forwards in Other operating income
while in 2024, this is recorded in Cost of sales as a result of hedge accounting applied to foreign
currency forwards from 2024. In 2024, the balance primarily relates to a legal settlement of a dispute
following an acquisition of €3,000,000.
7. Employee expenses
Employee expenses for the respective periods consist of the following:
20242023€000€000Total personnel Key management * Total personnel Key management *Wages and salaries 89,185 6,927 85,440 6,715Social security costs 19,583 1,062 17,890 1,000Option plans (Note 14) 4,182 3,762 7,800 7,538Total employee expense before capitalisation 112,950 11,751 111,130 15,253Own work capitalised (17,251) — (14,337) —Total employee expense 95,699 11,751 96,793 15,253* Includes the members of the Board and Executive Committee of W.A.G payment solutions PLC.
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7. Employee expenses continued
Termination benefits provided to key management within wages and salaries amounted to €nil in
2024 (2023: €772,000). Adjusting items in employee expenses amounted to €3,416,000 in 2024
(2023: €11,658,000).
Information regarding the highest paid director is included in the Directors’ Remuneration Report
on pages 96 to 110.
The monthly average number of employees by category during the period was as follows:
20242023Number of Number of employeesemployeesSales and marketing 399 315General and administrative 322 306Technology, product and operative* 1,195 1,160Total average number of employees 1,916 1,781* Technology, product and operative category represents employees directly and indirectly related to product business units
8. Adjusting items
Accounting policy Note 1(f)
The Group incurred costs of €34.6 million (FY 2023: €96.0 million), which were considered to be
Adjusting items and have therefore been excluded when calculating Adjusted EBITDA and
Adjusted profit before tax.
These are summarised below:
20232024€000€000*representedM&A-related expenses 6,324 4,423Amortisation of acquired intangibles 19,760 17,166Strategic transformation expenses — 1,789ERP implementation and integration costs 6,297 5,277Share-based compensation (Note 14) 2,207 6,538Impairment losses of non-financial assets (Note 16) — 56,663Restructuring costs — 4,172Adjusting items 34,588 96,028* ERP implementation costs previously included in strategic transformation costs have been disclosed separately as the
strategic transformation activities of the Group concluded in the prior year.
The Group has incurred acquisition related costs which are primarily professional fees of €6.3 million
(2023: €4.4 million) in relation to M&A activities, consisting of various activities to explore further
opportunities for growth, including a €2 million settlement agreement with the shareholders of
Inelo. Prior year expenses related to the acquisition of Inelo.
Strategic transformation expenses of €1.8 million in 2023 are costs relating to the integration of
the Inelo group of companies.
ERP implementation and integration costs of €6.3 million (2023: €5.3 million) are related to the
implementation of our ERP system, which went live in January 2024, with €8.0 million to €10.0
million anticipated cost to be incurred up to the year ended 31 December 2026.
Share-based compensation primarily relates to compensation provided to previous management,
prior to the IPO. These legacy incentives comprise a combination of cash and share-based
payments and will vest during this year. No further share-based compensation adjusting
expenses are expected in the future and post-IPO share-based payment charges are not treated
as Adjusting items.
Amortisation charges of €19.8 million relate to the amortisation of acquired intangibles in 2024
(2023: €17.1 million) comprised mainly of the acquisition of Inelo. Prior year impairment losses of
non-financial assets related to the FMS CGU.
No further impairment charges relating to goodwill occurred during the current year.
9. Finance income
Finance income for the respective periods was as follows:
20242023€000€000Gains from revaluation of interest rate swaps — 545Foreign exchange gain 1,836 12,225Gain from the revaluation of securities 98 1,646Interest income 720 219Other 25 47Total 2,679 14,682
2023 foreign exchange gain includes significant impact of the change of functional currency of
W.A.G. payment solutions, a.s.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
10. Finance costs
Finance costs for the respective periods were as follows:
20242023€000€000Bank guarantees fee 1,860 1,533Interest expense 23,963 19,787Factoring fee 5,606 4,451Other 238 23Total 31,667 25,794
11. Auditor remuneration
Information on Independent Auditors
The below fees represent amounts paid to PricewaterhouseCoopers LLP.20242023€000€000The statutory audit of consolidated and Company's financial statements 1,157 1,072Audit of the financial statements of the Company's subsidiaries 726 685Total audit fees 1,883 1,757Other assurance services 5 96Total non-audit fees 5 96Total 1,888 1,853
Other assurance services in 2023 related to work as a reporting accountant due to the Grupa
Inelo S.A. (“Inelo”) acquisition (Note 15).
12. Income tax expense
Accounting policy Note 1(g)
Corporate income tax
Corporate income tax for companies in the Czech Republic and United Kingdom for the year
2024 was 21% and 25%, respectively (2023: 19% and 23.4%).
WAG Iberia and WAG payment solutions Spain, together with all the Alava tax resident companies
of ADS sub-group (Arraia Oil and Liserteco 24h), formed a consolidation tax group for CIT
purposes beginning on 1 April 2019. Spanish corporate income tax is 24% (2023: 24%).
Polish corporate income tax rate is 19% (2023: 19%).
The Group has calculated and recorded estimates of corporate income tax liabilities for the year
ended 31 December 2024 and related deferred taxes in the consolidated IFRS financial
statements. Based on preliminary calculations of OECD Pillar 2 impacts, the Group is expected to
benefit from De minimis and/or Simplified Effective Tax Rate safe harbours in most countries. For
the most significant countries with substantial profitability (Czech Republic, Poland, Slovenia,
Slovakia, Spain), the effective tax rate is anticipated to exceed the required threshold of 15%.
Additional taxation is anticipated only in Bulgaria due to its low statutory tax rate (10%); however,
the impact on the Group is expected to be immaterial. Management will further monitor the
OECD Pillar 2 tax position of the Group and implement all necessary steps for proper reporting in
individual countries. The Group applies the exemption to recognising and disclosing information
about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the
amendments to IAS 12 issued in May 2023.
Structure of the income tax for the respective periods is as follows:
20242023€000€000Current tax expense - UKCurrent income tax charge — —Adjustments in respect of current income tax of prior years 259 —Current tax expense - Other countriesCurrent income tax charge 11,567 8,206Adjustments in respect of current income tax of prior years (822) (195)Total current tax 11,004 8,011Deferred tax expense - UKDeferred tax (96) 236Deferred tax - impact of tax rate change — —Deferred tax expense - Other countriesDeferred tax (2,068) (3,756)Deferred tax - impact of tax rate change — (250)Total deferred tax (2,164) (3,770)Total 8,840 4,241
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12. Income tax expense continued
Reconciliation of tax expense and the accounting (loss)/profit multiplied by the Company’s
domestic tax rate for the below periods:
20242023€000€000€000Accounting profit before tax 11,696 (39,307)At UK’s statutory income tax rate of 25% (2023: 23.44%) 2,924 (9,214)Adjustments in respect of current income tax of prior years (563) (195)Change of deferred tax rate impact — (250)Effect of different tax rates in other countries of the Group (179) (449)Non-deductible expenses 8,945 5,300Goodwill impairment — 13,282Share-based payments 945 1,284Functional currency change impact (1,330) (4,172)Tax credits (2,069) (1,511)Effect of accumulated tax loss claimed in the current period (14) —Effect of recognised deferred tax assets relating to tax losses of prior periods 181 —Effect of unrecognised deferred tax assets relating to tax losses of current period — 166At the effective income tax rate of 75.58% (10.79)%Income tax expense reported in the consolidated income statement 8,840 4,241
Adjusted effective tax rate is as follows:
20242023€000€000Accounting profit/(loss) before tax 11,696 (39,307) Adjusting items affecting Adjusted EBITDA 14,828 78,862Amortisation of acquired intangibles 19,760 17,166Adjusted profit before tax (A) 46,284 56,721Accounting tax expense 8,840 4,241 Tax effect of above adjustments 5,196 5,747 Adjusted tax expense (B) 14,036 9,988 Adjusted earnings (A-B) 32,248 46,733 Adjusted effective tax rate (B/A) 30.33% 17.61%
Adjusted effective tax rate in 2023 is mainly impacted by functional currency change. Excluding
this item, the 2023 Adjusted effective tax rate would have been 25.18%. In 2024, the Adjusted
effective tax rate would have been 35.87% excluding functional currency change. The increase is
primarily driven by higher non-deductible interest expense relating to acquisition loans,
increased rates in key tax regimes where the Group operates, reduced positive impact from
foreign currency changes and some additional charges relating to previous years.
Unused tax losses, for which no deferred tax asset has been recognised were as follows:
31 December 31 December €000€000Unused tax losses expiring by the end of: 2024 — 147 2025 — 45 2026 — — 2027 and after 499 1,257 No expiry date — —Total unrecognised tax losses 499 1,449Potential tax benefit 125 362
The unused tax losses have arisen in dormant subsidiaries that are not likely to generate taxable
income in the foreseeable future.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
12. Income tax continued
Deferrred tax
Deferred tax balances and movements:
Charged/1 January Business (credited) toCredited Translation31 December2023 combinations profit or lossto OCI differences 2023€000€000€000€000€000€000Difference between net book value of fixed assets for accounting and tax purposes (10,502) (23,896) 4,735 — (1,662) (31,325)Allowances to receivables 2,976 78 1,067 — (98) 4,023Provisions for liabilities and charges 1,585 472 355 — (22) 2,390Tax losses 345 — (345) — — —Tax benefit from pre-acquisition reserves 5,943 — (1,200) — — 4,743Other 1,481 1 (842) 154 61 855Net deferred tax asset/(liability) 1,828 (23,345) 3,770 154 (1,721) (19,314)Recognised deferred tax asset 10,505 126 (1,433) 154 212 9,564Recognised deferred tax liability (8,677) (23,471) 5,203 — (1,933) (28,878)
Charged/1 January Business (credited) toCredited Translation31 December2023 combinations profit or lossto OCI differences 2024€000€000€000€000€000€000Difference between net book value of fixed assets for accounting and tax purposes (31,325) — 2,162 — (232) (29,395)Allowances to receivables 4,023 — 1,683 — (192) 5,514Provisions for liabilities and charges 2,390 — 147 — (81) 2,456Tax losses — — 342 — (2) 340Tax benefit from pre-acquisition reserves 4,743 — (960) — — 3,783Other 855 — (1,210) 352 (18) (21)Net deferred tax asset/(liability) (19,314) — 2,164 352 (525) (17,323)Recognised deferred tax asset 9,564 — 65 352 (816) 9,165Recognised deferred tax liability (28,878) — 2,099 — 291 (26,488)
Tax benefit from pre-acquisition reserves relates to the ADS Group acquisition in 2019 and is
being utilised against current period profits, similarly to tax losses.
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set
off current tax assets and current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same tax authority.
Direct subsidiaries of the Company, W.A.G. payment solutions, a.s. and its subsidiaries, have
undistributed earnings of €200,237,000 (2023: €204,801,000) which, if paid out as dividends to
the Company, would be subject to 5% withholding tax. An assessable temporary difference
exists, but no deferred tax liability has been recognised as the Group is able to control the timing
of distributions from this subsidiary and is not expected to distribute these profits in the
foreseeable future.
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13. Earnings per share
All ordinary shares have the same rights.
Basic EPS is calculated by dividing the net profit / (loss) for the period attributable to equity holders
of the Group by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit / (loss) for the period attributable to equity
holders of the Group by the weighted average number of ordinary shares outstanding during the
period, plus the weighted average number of shares that would be issued if all dilutive potential
ordinary shares were converted into ordinary shares. Adjusted basic EPS is calculated by
dividing the Adjusted earnings (net profit) for the period attributable to equity holders by the
weighted average number of ordinary shares outstanding during the period.
Adjusted diluted EPS is calculated by dividing the Adjusted earnings (net profit) for the period
attributable to equity holders of the Group by the weighted average number of ordinary shares
outstanding during the period, plus the weighted average number of shares that would be issued
if all dilutive potential ordinary shares were converted into ordinary shares.
In periods where a net loss is recognised, the impact of potentially dilutive outstanding share-
based awards is excluded from the calculation of diluted loss per share as their inclusion would
have an antidilutive effect.
The following reflects the income and share data used in calculating EPS:
2024 2023Net profit/(loss) attributable to equity holders (€000) 2,696 (45,637)Basic weighted average number of shares 689,872,865 689,126,206Effects of dilution from share options 3,319,685 —Total number of shares used in computing dilutive earnings per share 693,192,550 689,126,206Basic earnings/(loss) per share (cents/share) 0.39 (6.62)Diluted earnings/(loss) per share (cents/share) 0.39 (6.62)
Adjusted earnings per share measures:2024 2023Net profit/(loss) attributable to equity holders (€000) 2,696 (45,637)Loss after tax for the year from discontinued operations — 489Adjusting items affecting Adjusted EBITDA (Note 2) 14,828 78,862Amortisation of acquired intangibles* 19,744 16,653Tax impact of above adjustments* (5,193) (5,650)Adjusted net profit attributable to equity holders (€000) 32,075 44,717Basic weighted average number of shares 689,872,865 689,126,206Adjusted basic earnings per share (cents/share) 4.65 6.49Effects of dilution from share options 3,319,685 2,629,512Diluted weighted average number of shares 693,192,550 691,755,718Adjusted diluted earnings per share (cents/share) 4.63 6.46* Non-controlling interests’ impact was excluded.
Options
Options granted to employees under share-based payments are considered to be potential
ordinary shares. They have been included in the determination of diluted earnings per share
assuming the performance criteria would have been met based on the Group’s performance up
to the reporting date, and to the extent to which they are dilutive. The options have not been
included in the determination of basic earnings per share as their performance conditions have
not been met. Details relating to the options are set out in Note 14.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
14. Share-based payments
Accounting policy Note 1(h)
The Company currently operates the following share option plans:
Equity-settled share option plans
Pre-IPO option plans
In 2021 before Admission, the Group granted share options of W.A.G. payment solutions, a.s. to
management, which must remain in service for a period of three years from the date of grant.
Share options outstanding on Admission were converted into the performance share plan based on
the same vesting value and vesting conditions following approval from the Remuneration Committee.
Performance share plan (post-IPO)
To provide discretionary share-based incentive awards to employees, the Company operates a
Performance share plan (“PSP”). The operation of the plan is supervised by the Remuneration
Committee. Any employee (including an Executive Director) of the Group is eligible to participate
in the PSP at the discretion of the Remuneration Committee. The PSP awards granted in years
2022 - 2024 are subject to Adjusted basic earnings per share targets (60% weighting) and
relative total shareholder value vs FTSE 250 index targets (40% weighting). Standard vesting
period is three years and employees must remain in service during this period.
Set out below are summaries of options granted under pre-IPO option plans and PSP:
For the year ended For the year ended 31 December 202431 December 2023Average exerciseNumber Average exercise Number price per shareof shareprice per share of shareoption (€)optionsoption (€) optionsOpening 0.01 8,495,350 0.01 7,325,684Granted during the period 0.01 8,562,178 0.01 5,380,443 Exercised during the period 0.01 (590,306) 0.01 (560,204) Forfeited during the period 0.01 (8,674,344) 0.01 (3,650,573) Closing 0.01 7,792,878 0.01 8,495,350Vested and exercisable at the end of the period 0.01 330,624 0.01 560,204
Share options outstanding at the end of the period have the following expiry dates and
exercise prices:
31 December 2024 31 December 2023Weighted Weighted Numbers of average Numbers of average shares remaining life shares remaining life Exercise price (€)outstanding (€)(years) (€)outstanding (€)(years) (€)0.01 7,792,878 1.36 8,495,350 1.80 Total 7,792,878 8,495,350
The fair value of the options granted are determined using the Black-Scholes model that takes
into account the exercise price, the term of the option, the share price at grant date, expected
price volatility of the underlying share and the risk-free interest rate for the term of the option.
The model inputs for options included:
31 December 2024 31 December 202316 May 1 May April September April 22024 grant2024 grant2024 grant2023 grant2023 grantShare price at grant date 0.721 GBP 0.652 GBP 0.660 GBP 0.915 GBP 0.945 GBPExercise price 0.01 0.01 0.01 0.01 0.01Expected price volatility of Company’s shares 39.75% 39.75% 39.75% 48.80% 48.80%Risk-free interest rate 4.37% 4.49% 4.38% 4.25% 3.88%
Cash-settled share option plans (pre-IPO)
In 2021, a shadow share plan was introduced to provide long-term incentives for certain
managers to deliver long-term shareholder returns. Shadow shares were granted for no
consideration and carry no voting rights. Participants in the plan are entitled to equivalent
dividend in case dividends are approved by Shareholders of the Company. The fair value of
shadow share options granted were estimated at the date of grant on the basis of estimated
EBITDA growth in the next three years and remeasured at each reporting date.
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14. Share-based payments continued
The Group recognised the following liability in relation to the cash-settled option plan: 20242023€000€000Cash-settled plans liability — 795
Expenses arising from share-based payment transactions
20242023€000€000Equity-settled plans (pre-IPO option plans) 2,379 6,342 Paid social security and health insurance on equity-settled plans (pre-IPO) 33 — Cash-settled plans (pre-IPO) (205) 196 Total pre-IPO expenses 2,207 6,538 Equity-settled plans (PSP) 1,975 1,262 Total 4,182 7,800For the year ended 31 December 2024, expenses related to equity-settled plans recognised in
equity amount to €4,354,000 (FY 2023: €7,604,000). Cash-settled amounts are recognised
directly in the consolidated income statement.
15. Business combinations
Accounting policy Note 1(i)
There were no new acquisitions in 2024.
Investments in subsidiaries and associates
Pay-out of deferred consideration
On 2 January 2024, the Group paid deferred acquisition consideration of €5,000,000 related to
the acquisition of WebEye.
On 22 January 2024, the Group paid deferred acquisition consideration of €700,000 related to
the Aldobec acquisition.
On 2 August 2024, the Group paid deferred acquisition consideration of €4,128,000 related to
the acquisition of WebEye.
Total deferred consideration pay-out of €9,828,000 is presented in consolidated statement of
cash flows under Payments for acquisition of subsidiaries, net of cash acquired.
Acquisition of non-controlling interests
On 7 February 2024, the Group acquired the remaining 4.19% interest in CVS for a consideration
of €760,000.
On 25 April 2024, the Group restructured an option to accelerate the acquisition of its remaining
shareholding in FireTMS. The maximum option price and final option timing remains the same,
however the payment dates and terms were amended. The Group agreed to acquire a further
7.6% of the equity shareholding for approximately €3,400,000 (PLN14,800,000), paid in two
equal instalments in April (€1,711,000) and July 2024 (€1,728,000). The final 11.4% equity
shareholding remains subject to an option mechanism exercisable in H1 2026 and the price is
subject to certain financial and KPI targets met by FireTMS.
On 3 July 2024, the Group acquired remaining 30% interest in Sygic, a.s. for a consideration of
€15,574,000 (purchase price of €14,420,000 + €1,154,000 of interest and deferred payment fee).
On 9 October 2024, the Group acquired €8,876,000 Non-Controlling Interest (‘NCI’) related to
KomTes which is no longer presented as NCI from that date.
Total acquisition of non-controlling interests pay-out of €27,495,000 is presented in
consolidated statement of cash flows under Acquisition of non-controlling interests.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
15. Business combinations continued
Investments in subsidiaries and associates continued
Inelo contingent consideration
On 4 July 2024, the Group signed a settlement agreement with former shareholders of Grupa
Inelo S.A. The final contingent consideration was agreed at €2,000,000 and is payable by 30
June 2025. The contingent acquisition consideration estimate was revised as at 30 June 2024,
the charge was recognised within other operating expenses and considered as an Adjusting item
(M&A-related expenses).
Table below summarises cash outflows and their presentation in consolidated statement of
cash flows.
20242023€000€000Deferred consideration paid 9,828 233,871 Repayment of acquiree's debt — 53,677 Net outflow of cash – investing activities 9,828 284,277 Cash consideration paid to acquire NCI 27,495 6,976 Net outflow of cash – financing activities 27,495 6,976
For overview of acquisition costs refer to Adjusting items Note 8.
The following acquisitions took place in 2023:
Acquisition of Grupa Inelo S.A. (“Inelo”)
The acquisition of Inelo was completed on 15 March 2023.
The Group paid €215,300,000 in cash upon the acquisition of 100% of the share capital of Grupa
Inelo, S.A. and repaid Inelo’s bank borrowings of €53,677,000 on 16 March 2023. In addition, on
31 August 2023 the Group paid additional consideration of €8,400,000 related to the final price
adjustment to Inelo’s acquisition of FIRETMS.COM subsidiary. Finally, on 3 October 2023, the
Group paid €2,000,000 related to other purchase price adjustments identified at completion.
There is also a contingent consideration, based on Inelo’s EBITDA performance for the year
to 31 December 2022, capped at €12,500,000. The Group has assessed the performance
conditions based on 2022 EBITDA and concluded it to be below required target level. As at
31 December 2023, the Group estimates the contingent consideration to be nil (Note 6).
The acquisition included FIRETMS.COM put option redemption liability (Note 29) and forward
contract to acquire NCI in Napredna telematika d.o.o. in the future (disclosed below).
The determined fair values of identifiable assets and liabilities of subsidiaries of Inelo as at the
date of acquisition were:
Fair value recognised on acquisition of Inelo€000Assets Property, plant and equipment 11,932Identifiable intangible assets 129,215Right-of-use assets 3,060Other non-current assets 786Trade receivables 8,543Inventories 1,674Income tax receivables 943Cash and cash equivalents 3,271Total assets 159,424LiabilitiesInterest-bearing loans and borrowings 59,152Trade payables 13,142Lease liabilities 3,146Other non-current liabilities 1,203Provisions 1,324Income tax liabilities 625Deferred tax 23,345Total liabilities 101,937Total identifiable net assets at fair value 57,487Non-controlling interest measured at % of net assets (3,683)Goodwill arising on acquisition 171,815Purchase consideration: Cash paid 225,619Deferred and contingent consideration —Total purchase consideration 225,619
The goodwill is attributable to expected synergies from combining operations, workforce and
other unrecognisable intangible assets. It will not be deductible for tax purposes.
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15. Business combinations continued
Acquisition of Grupa Inelo S.A. (“Inelo”) continued
The gross contractual receivables acquired amounted to €9,931,000. At acquisition date, there
were €1,272,000 of contractual cash flows not expected to be collected.
From the date of acquisition until 31 December 2023, Inelo’s subsidiaries contributed €37,680,000
of revenue and €7,883,000 profit after tax.
If the acquisition had occurred on 1 January 2023, consolidated revenue and consolidated profit
after tax of Inelo’s entities for the year ended 31 December 2023 would have been €47,260,000
and €9,846,000 respectively. Excluding amortisation of acquired intangibles and Adjusting items
the adjusted profit after tax would have been €18,785,000.
As deferred considerations paid were of short-term nature, no discounting has been applied to
the amount payable.
Pay-out of deferred consideration
On 27 April 2023, the Group paid first part of deferred and contingent consideration of
€2,064,000 related to the acquisition of WebEye.
On 17 May 2023, the Group paid second part of deferred consideration of €5,500,000 related to
the acquisition of WebEye.
On 11 August 2023, the Group paid third part of deferred consideration of €688,000 related to
the acquisition of WebEye.
JITpay GmbH (“JITpay”) call option
As per the original agreement, the Group had a call option to acquire an additional 18.01% share,
which was exercised on 4 July 2023 and was subject to approval by German Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin), expected to complete in the first half of 2024. The Group
entered a strategic partnership with JITpay on 27 September 2022, when it acquired a 9.99%
stake for an initial consideration of €14,300,000, of which €3,500,000 was used as primary
capital. The investment was classified as a financial asset at fair value through other
comprehensive income, see Notes 9 and 23 for further information. The investment is
considered to be a strategic investment and is not held for trading.
On 20 February 2024, the Group terminated the call option on account of certain financial status
conditions relating to JITpay not having been satisfied, which had been experienced before 31
December 2023. All other contractual commitments in relation to the original acquisition were
also considered to be terminated at this point. The Group continues discussions with the other
stakeholders of JITpay and will evaluate opportunities for future cooperation regarding JITpay
and within the sector.
Acquisition of 10.7% interest in Napredna telematika d.o.o.
As a result of the Inelo acquisition, the Group owned 89.3% interest in Napredna telematika d.o.o.
and had a forward contract to acquire the remaining interest. On 7 September 2023, the Group
acquired remaining 10.7% share in Napredna telematika d.o.o. for €6,976,000. The impact of the
acquisition on equity is disclosed in Note 29.
Acquisition of 49% interest in KomTeS Chrudim s.r.o.
On 15 December 2023, the Group signed a share purchase agreement to acquire the remaining
49% interest in subsidiary KomTes Chrudim s.r.o., which had 100% interest in KomTes SK, s.r.o
(“KomTes Group”). The Group acquired 100% ownership of the subsidiaries on 1 January 2024.
The acquisition price is based on original put option calculation and is payable in 2024 following
preparation and audit of 2023 financial statements of the subsidiaries. The Group recognised
deferred acquisition consideration of €8,688,000 as at 31 December 2023 (2022: €4,435,000 as
put option redemption liability). The liability increase relates to 2021-2023 dividends being
included in the expected acquisition price, previously the Group expected distribution prior to
100% interest acquisition.
Sale of subsidiary Tripomatic s.r.o.
On 15 December 2023, the Group sold its subsidiary Tripomatic s.r.o. for €150,000 to non-controlling
shareholders. Tripomatic s.r.o. was a subsidiary of Sygic, a.s., which represented a non-core
investment of the Group, with its business based on consumer travel planning application.
The result from the transaction is presented as net loss after tax from discontinued operations.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
16. Intangible assets
Accounting policy Note 1(l)
Cost of intangible assets subject to amortisation:
InternalClient softwarePatentsExternal Other intangibleAssets Goodwillrelationships development and rightssoftware assetsin progressTotal€000€000€000€000€000€000€000€0001 January 2023 137,215 50,223 108,038 5,570 27,186 31 14,352 342,615Additions — — 22,422 52 2,293 — 13,200 37,967 Acquisition of a subsidiary 171,815 94,676 26,893 2,255 755 2 4,634 301,030 Transfer — — 11,018 — — — (11,018) — Disposals (1,018) — (7) (2,674) (3,294) (6) (87) (7,086)Translation differences 14,712 7,355 5,357 376 (79) — 804 28,525 31 December 2023 322,724 152,254 173,721 5,579 26,861 27 21,885 703,051 Additions — — 16,511 30 256 — 18,176 34,973 Transfer — — 22,120 — (616) — (21,504) — Disposals — — (1,927) — (183) — (30) (2,140)Translation differences 1,122 4,935 581 18 (390) — (256) 6,010 31 December 2024 323,846 157,189 211,006 5,627 25,928 27 18,271 741,894
Accumulated amortisation and impairment of intangible assets:
InternalClient softwarePatentsExternal Other intangibleAssets Goodwillrelationships development and rightssoftware assetsin progressTotal€000€000€000€000€000€000€000€0001 January 2023 — (15,711) (39,384) (2,767) (16,554) (28) — (74,444)Amortisation — (10,081) (27,947) (1,389) (3,979) (2) — (43,398)Disposals — — 7 2,643 3,294 5 — 5,949 Impairment (56,663) — — — — — — (56,663)Translation differences — (174) (1,732) (253) 68 — — (2,091)31 December 2023 (56,663) (25,966) (69,056) (1,766) (17,171) (25) — (170,647)Amortisation — (11,991) (32,841) (1,699) (3,482) (1) — (50,014)Disposals — — 1,927 — 114 — — 2,041 Transfer — — (329) — 329 — — — Translation differences (568) (4,434) 2,328 (13) (3,080) — — (5,767)31 December 2024 (57,231) (42,391) (97,971) (3,478) (23,290) (26) — (224,387)
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16. Intangible assets continued
Net book value:
InternalClient softwarePatentsExternal Other intangibleAssets Goodwillrelationships development and rightssoftware assetsin progressTotal€000€000€000€000€000€000€000€000Net book value at 31 December 2023 266,061 126,288 104,665 3,813 9,690 2 21,885 532,404Net book value at 31 December 2024 266,615 114,798 113,035 2,149 2,638 1 18,271 517,507
Internal assets in progress consist of assets where the development phase has not yet been completed.
The table below presents carrying amount and remaining amortisation period of individual intangible assets that are considered material to the Group’s consolidated financial statements:
2024 2023Net book RemainingNet book Remainingvalue useful life value useful life Individual asset description(in €000) (in months)(in €000)(in months)Customer relationships - ADS 4,384 36 5,845 48Customer relationships - Webeye 15,740 89 18,403 101Customer relationships - INELO 83,368 159 95,967 171Internal software - EETS toll platform 15,491 62 17,790 74Internal software - SAP billing 5,632 59 6,537 71Internal software - Webeye platform 5,032 31 6,356 43Internal software - EW office 8,740 93 — —Software (GBOX) - INELO 4,864 39 6,910 51EETS stands for European Electronic Toll Service, an initiative from the European Union to create a simpler framework for paying toll in Europe by use of single OBU for all toll systems within EU. The
Group developed a platform enabling its EETS-certified OBUs to make toll payments in multiple countries.
The Group capitalised employee expenses (Note 7) together with the cost of materials and services used or consumed in generating the intangible asset.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
16. Intangible assets continued
Research and development costs that were not capitalised and are, therefore, recognised in the
consolidated income statement are as follows:
20242023€000€000Expensed research and development costs 3,226 3,246
Impairment testing
Goodwill acquired through business combinations is allocated to the respective CGUs for
impairment testing.
Carrying amount of the goodwill allocated to each of the CGUs:
20242023€000€000Energy 95,157 93,951Navigation 33,592 33,592Fleet management solutions 137,866 138,518Total 266,615 266,061
The recoverable amount of CGUs has been determined based on a value-in-use calculation
using cash flow projections from financial budgets and forecasts covering a five-year period.
Key assumptions used for impairment testing
Discounted cash flow model is based on the following key assumptions:
•
Discount rate
•
Net revenue for Energy CGU; revenues for Navigation and Fleet management solutions CGUs
•
Long-term revenue growth rate
Net revenue and revenue growth were determined by management separately for each CGU.
They are based on the knowledge of each particular market, taking into account the historical
development of revenues, estimated macroeconomic developments in individual regions and the
Group’s plans regarding new products development, growth opportunities and market share
expansion. Estimated net revenue and revenue growth represent the best possible assumption
of the Group’s management considering the future development as at the end of the period.
Discount rate reflects specific risks relating to the industry in which the Group operates. The
discount rate used is based on the weighted average cost of capital (“WACC”) of the Group as
presumed by Capital Asset Pricing Model.
The table below shows key assumptions used in the value-in-use calculations for material CGUs:
2024 2023Energy CGUPre-tax discount rate 8.2% 8.5%Net revenue growth rate* 5.3% 3.8%Long-term growth rate 2.0% 2.0%Navigation CGUPre-tax discount rate 11.0% 11.0%Revenue growth rate* 8.9% 9.2%Long-term growth rate 2.0% 2.0%Fleet management solutions CGUPre-tax discount rate 9.9% 12.0%Revenue growth rate* 9.0% 9.9%Long-term growth rate 2.5% 2.5%
* Average over five-year period
The decrease in the pre-tax discount rate of the Fleet management solutions CGU is driven by
an annual review of companies included in the beta source calculation, with the sample refined
to reflect a more suitable list of comparable companies considering the evolution of the Fleet
management solutions CGU.
The Group has considered the potential impact of climate change in impairment tests of
Navigation and Fleet management solutions CGUs. A combination of revenue decrease and
operating and capital expenses increase was therefore included in base models. Sensitivities of
discounted cash-flows described below directly include the expected climate change impact,
which would either lead to breakeven or to a significant impairment.
For Energy CGU, additional sensitivities of discounted cash-flows were modelled to determine
break-even increase in operating and capital expenses and a combination of revenue decrease
and expense increase. Reasonably possible change in operating and capital expenses does not
lead to any impairment, climate change impact on recoverable amounts and useful life of
non-financial assets is thus not considered to be significant for Energy CGU.
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16. Intangible assets continued
The table below shows the amount by which the recoverable amount is estimated to exceed the
carrying amount:
Fleet managementEnergy CGU Navigation CGU solutions CGU202420242024€000€000€000Excess of recoverable amount over carrying amount 572,671 45,845 92,201202320232023€000€000€000Excess/(shortfall) of recoverable amount over carrying amount 288,532 13,661 (52,217)
FMS CGU was impaired in the prior year by €52,217,000, moreover Tax refund CGU and Toll CGU
were fully impaired (€2,385,000 and €2,061,000, respectively).
The table below shows the level of the key assumptions required for the recoverable amount to
be equal to the carrying amount:
Fleet managementEnergy CGU Navigation CGU solutions CGU2024 2024 2024Discount rate 34.3% 19.1% 12.0%Net revenue / Revenue average growth rate over 5-year period (2.9)% 5.9% 7.3%Long-term growth rate — (41.9)% (1.9)%
2023 2023 2023Discount rate 16.1% 13.0% 12.2%Net revenue / Revenue average growth rate over 5-year period 1.2% 8.5% 8.6%Long-term growth rate — (4.3)% 1.9%
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
17. Property, plant and equipment
Accounting policy Note 1(m)
Cost of property, plant and equipment:
Vehicles, furnitureLands andLeasehold Machinery and fixtures and Tangibles buildingsimprovementsand equipmentother tangiblesin progressOBU (On-board units)Total€000€000€000€000€000€000€0001 January 2023 28,194 4,637 22,669 5,147 3,581 5,326 69,554Additions 1,695 789 1,632 321 1,776 6,762 12,975Acquisition of a subsidiary 3,364 — 379 573 100 7,516 11,932Disposals (322) — (2,818) (919) (339) (1,924) (6,322)Translation differences 960 90 418 175 (103) 857 2,39731 December 2023 33,891 5,516 22,280 5,297 5,015 18,537 90,536Additions 236 136 647 225 5,488 4,291 11,023Transfer 1,152 641 124 187 (5,047) 2,943 —Disposals (11) — (268) (427) — (2,920) (3,626)Translation differences 1,374 (200) (311) 239 (1,857) (22) (777)31 December 2024 36,642 6,093 22,472 5,521 3,599 22,829 97,156
Accumulated depreciation and impairment of property, plant and equipment:
Vehicles, furniture Lands andLeasehold Machinery and fixtures, other Tangibles buildingsimprovementsand equipmenttangiblesin progressOBU (On-board units)Total€000€000€000€000€000€000€0001 January 2023 (5,943) (2,898) (15,218) (4,105) — (1,564) (29,728)Depreciation charge (835) (979) (1,964) (765) — (4,308) (8,851)Disposals 5 — 2,797 884 — 1,007 4,693Translation differences (182) (62) (295) 44 — (395) (890)31 December 2023 (6,955) (3,939) (14,680) (3,942) — (5,260) (34,776)Depreciation charge (879) (487) (820) (915) — (6,504) (9,605)Disposals 11 1 248 357 — 1,774 2,391Translation differences (212) 186 535 397 — 53 95931 December 2024 (8,035) (4,239) (14,717) (4,103) — (9,937) (41,031)Net book value of property, plant and equipment:
Vehicles, furniture Lands andLeasehold Machinery and fixtures, other Tangibles buildingsimprovementsand equipmenttangiblesin progressOBU (On-board units)Total€000€000€000€000€000€000€000€000Net book value at 31 December 2023 26,936 1,577 7,600 1,355 5,015 13,277 55,760Net book value at 31 December 2024 28,607 1,854 7,755 1,418 3,599 12,892 56,125
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17. Property, plant and equipment continued
Land, buildings, machinery and equipment are subject to pledge in respect of bank loans:
20242023€000€000Pledged property, plant and equipment 55,955 55,375
18. Right of use assets, lease liabilities and lease receivables
Accounting policy Note 1(n)
The Group leases assets including buildings, land and motor vehicles. The average lease term is
four years. Leases comprise a larger number of various diversified lease contracts in different
locations.
Extension and termination options are included in a number of property and equipment leases
across the Group. These are used to maximise operational flexibility in terms of managing the
assets used in the Group’s operations. The majority of extension and termination options held
are exercisable only by the Group and not by the respective lessor.
Right-of-use assets
20242023€000€000Buildings 16,621 18,288Lands 379 416Vehicles and machinery 2,192 3,522Total 19,192 22,226
Depreciation charge of right-of-use assets
20242023€000€000Buildings (4,514) (4,183)Lands (37) (38)Vehicles and machinery (1,302) (1,059)Total (5,853) (5,280)
Lease liabilities
20242023€000€000Long-term lease liabilities 14,260 17,417Short-term lease liabilities 5,019 4,909Total lease liabilities 19,279 22,326
20242023Maturity of lease liabilities€000€000Within one year 5,019 4,907After one year but not more than five years 12,219 13,142More than five years 2,041 4,277Total lease liabilities 19,279 22,326
The discount rates used for new leases to calculate the liabilities was in the range 5.05%–5.62%
(2023: 3.90%–5.67%).
Leases in the consolidated income statement
Leases are shown as follows in the consolidated income statement:
20242023€000€000Other operating incomeTerminated rent 74 (2)Other operating expenseShort-term lease expenses 1,470 1,354Low-value lease expenses 128 144Other lease expenses (additional costs) 234 274Depreciation and impairment lossesDepreciation of right-of-use assets 5,853 5,280Net finance costs/(income) Interest expense on lease liabilities 887 306Currency translation gains on lease liabilities (326) (120)
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
19. Investment in associates
Accounting policy Note 1(o)
Set out below are the associates of the Group:
Effective economic interestName Measurement method Registered office2024 2023Threeforce B.V. (Last Mile Solutions) Equity method The Netherlands 27.75% 27.75%UAB "Tankita" (Drivitty) Equity method Lithuania 20% 20%Both associates are private entities and their financial year ends on 31 December. No quoted
prices are available. Drivitty is immaterial to the Group.
Share of net assets was as follows:
20242023€000€000Opening balance at 1 January 11,719 12,223Share of net loss (746) (504)Closing balance at 31 December 10,973 11,719
Commitments and contingent liabilities in respect of associates
The remaining shares of Last Mile Solutions are subject to a put option, which may require the
Group to purchase additional 62% shares of the associate. The put option is measured as a
derivative instrument and will be settled at gross margin multiple in case it is exercised. As of
31 December 2024, the fair value of the put option is €29,000 (31 December 2023: €127,000)
(Note 22).
The Group had a call option to acquire the remaining shares of Drivitty, which expired in
December 2023. No new option or other agreement has been concluded during 2024.
Summarised financial information
The following tables provide summarised financial information for Last Mile Solutions, which is
considered material to the Group. The information disclosed reflects the amounts presented in
the financial statements of the associate and not Group’s share of those amounts. They have
been amended to reflect adjustments made by the entity when using the equity method,
including fair value adjustments. No significant differences in accounting policy have been
identified by the Group.
Summarised balance sheet
Threeforce B.V. (Last Mile Solutions)20242023€000€000Current assets 84,573 49,319Current liabilities (90,804) (51,898)Current net liabilities (6,231) (2,579)Non-current assets 11,878 10,392Non-current liabilities (226) (303)Non-current net assets 11,652 10,089Net assets 5,421 7,510Reconciliation to carrying amounts:Opening net assets 7,510 9,121Loss for the period (2,417) (1,610)Capital payments 326 —Translation 2 (1)Closing net assets 5,421 7,510Group’s share in % 27.75% 27.75%Group’s share in €000 1,504 2,084Goodwill 7,442 7,442Carrying amount 8,946 9,526
Summarised statement of comprehensive income
Threeforce B.V. (Last Mile Solutions)20242023€000€000Revenue 337,063 229,771Loss for the period (2,417) (1,610)Total comprehensive income (2,417) (1,610)
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20. Inventories
Accounting policy Note 1(q)
20242023€000€000Raw materials* 2,750 4,378Goods (excluding on-board units) 9,016 7,447On-board units 3,334 2,772Finished products 280 306Total 15,380 14,903
* Represents primarily material for OBUs
Write-downs of inventories to net realisable value were as follows:
20242023€000€000Write-downs of inventories to net realisable value 135 8
Write-downs of inventories were recognised as an expense and were included in cost of energy
sold in the consolidated income statement. Goods recognised as an expense are presented in
full under cost of energy sold.
Raw materials consumed were as follows:
20242023€000€000Raw materials consumed (in other operating expense) 125 243
21. Trade and other receivables
Trade and other receivables mainly consist of amounts owed to the group by customers an
amounts that the group pay two supplies in advance. The note also includes tax refund
receivables go to us by tax authorities in jurisdictions where we claim tax charged at point
of sale on behalf of our customers.
Trade and other receivables accounting policy Note 1(r)
Critical judgements – Impairment of financial assets Note 1(c)
Fair value measurement – note 1(s)
20242023€000€000Trade receivables 262,514 278,466Receivables from tax authorities 14,035 18,716Advances granted 12,584 14,346Unbilled revenue 7,242 4,027Miscellaneous receivables 1,596 5,879Tax refund receivables 61,445 66,953Prepaid expenses and accrued income 7,124 4,671Contract assets 4,427 3,885Total 370,967 396,943
Trade receivables are non-interest bearing and are generally payable on terms below 30 days.
Trade and other receivables are non-derivative financial assets carried at amortised cost.
Tax refund receivables include receivables from foreign tax authorities and from financing of tax
refunds to customers until processing of the application for tax refund by tax authorities.
Advances granted consist mainly of advances related to production of OBU units and other
business-related advances.
Other non-current assets are as follows:
20242023€000€000Contract assets 4,217 2,917Prepaid expenses 1,999 1,300Long - term advances 261 628Others 2 —Total 6,479 4,845
As security to the Group’s bank loans, W.A.G. payment solutions, a.s. has pledged its shares,
which has the following impact on trade and other receivables:
20242023€000€000Pledged receivables 369,530 395,296Total 369,530 395,296
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses
a lifetime expected loss allowance for all trade receivables and contract assets. The simplified
approach adopted by the Group in 2020 uses elements from the general approach, the main
difference is that no staging of financial assets is being used.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
21. Trade and other receivables continued
The carrying value of trade and other receivables approximates their fair value due to their
short-term maturities.
On the basis described previously, the loss allowance was as follows:
31 December 2024
Past due more Past due than 90 daysCurrent1–90 daysTotal€000€000€000€000Gross value of receivables * 268,349 65,436 37,454 371,239Expected credit loss 2,393 2,311 33,737 38,441
31 December 2023
Past due 1–90 daysPast due more Currentthan 90 daysTotal€000€000€000€000Gross value of receivables * 281,454 74,287 26,042 381,783Expected credit loss 235 4,292 21,932 26,459
* Gross value of receivables excludes receivables from tax authorities, advances granted, prepaid expense and accrued
income, and contract assets as these are non-financial assets.
Allowances against outstanding receivables that are considered doubtful were charged to the
consolidated income statement based on the analysis of their collectability.
Amount€000Allowances as at 1 January 2023 24,072Acquisition of subsidiary 1,343Charged 8,928Utilised (7,676)FX differences (208)Allowances as at 31 December 2023 26,459Charged 13,578Utilised (1,392)FX differences (204)Allowances as at 31 December 2024 38,441
Trade receivables are written off where there is no reasonable expectation of recovery. Typically,
this is when the customer fails to engage in a repayment plan with the Group, when the customer
has been placed under liquidation or has entered bankruptcy proceedings.
22. Fair value measurement
Accounting policy Note 1(s)
The following table provides the fair value measurement hierarchy of the Group’s assets and
liabilities.
Fair value measurement hierarchy for assets and liabilities as at 31 December 2023:
Fair value measurement using SignificantQuoted pricesobservableSignificantin activeinputsunobservablemarkets(Level 2)inputs(Level 1)(Level 3)TotalNote Date of valuation€000€000€000€000Financial assets measured at fair valueDerivative financial assets 23Interest rate swaps 31 December — 3,425 — 3,4252023Financial liabilities measured at fair valueDerivative financial liabilities 23Put options 31 December — — 127 1272023Interest rate swaps 31 December — 3,201 — 3,2012023
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22. Fair value measurement continued
Fair value measurement hierarchy for assets and liabilities as at 31 December 2024:
Fair value measurement using SignificantQuoted pricesobservableSignificantin activeinputsunobservablemarkets(Level 2)inputs(Level 1)(Level 3)TotalNote Date of valuation€000€000€000€000Assets measured at fair valueDerivative financial assets 23Foreign currency forwards 31 December — 261 — 2612024Liabilities measured at fair valueDerivative financial liabilities 23Foreign currency forwards 31 December — 97 — 972024Put options 31 December — — 29 29 2024Interest rate swaps 31 December — 2,521 — 2,5212024
There have been no transfers between Level 1, Level 2 and Level 3 during the year ended
31 December 2024 and 2023.
Specific valuation techniques used to value financial instruments include:
•
for interest rate swaps – the present value of the estimated future cash flows based on
observable yield curves;
•
for foreign currency forwards – the present value of future cash flows based on the forward
exchange rates at the balance sheet date;
•
for put options – option pricing models (Monte Carlo);
•
FVOCI – income approach; and
•
for other financial instruments – discounted cash flow analysis.
Management assessed the fair values of cash and cash equivalents, trade and other receivables
and trade and other payables approximates their carrying amounts largely due to the short-term
maturities of these instruments. Interest-bearing loans and borrowings are at floating rates with
margin corresponding to market margins and credit rating of the Company has not significantly
changed since refinancing in June 2024.
The fair value of the financial assets and liabilities is included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
23. Derivatives
Fair value measurement – Note 1(s)
The fair values of derivatives in the statement of financial position:
20242023€000€000Derivative assetsForeign currency forwards – cash flow hedges 261 —Interest rate swaps – cash flow hedges — 3,425Total derivative assets at fair value 261 3,425Current 261 3,425Non-current — —Derivative liabilities Foreign currency forwards – cash flow hedges 97 —Put options related to associates 29 127Interest rate swaps – cash flow hedges 2,521 3,201Total derivative liabilities at fair value 2,647 3,328Current 1,183 188Non-current 1,464 3,140
Put options redemption liability related to non-controlling interests is described in Note 25. Put
option related to an associate, which is measured as a derivative instrument and its fair value is
€29,000 as of 31 December 2024, is described in Note 19 (31 December 2023: €127,000).
Cash flow hedges
Foreign currency risk
Foreign exchange forward contracts measured at fair value through OCI are designated as
hedging instruments in cash flow hedges for forecasted purchases in CZK, PLN and HUF.
The terms of the foreign currency forward contracts match the terms of the expected highly
probable forecast transactions. As a result, there is no hedge ineffectiveness to be recognised
in the consolidated income statement.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
23. Derivatives continued
Cash flow hedges continued
Foreign currency risk continued
The Group hedges cash flows from highly probable future purchases of energy. The Group
contracted FX forwards as hedging instruments. The hedge effectiveness is measured by
comparing the changes in hedged cash flow in EUR (foreign currency turnover in CZK, PLN and
HUF translated into EUR) and the changes in the fair value of the hedging instruments (known as
a “hypothetical derivative”).
Hedging parameters
•
The sum of the notional amount of derivatives and the expected amount of purchases are
identical, or purchases in CZK, PLN or HUF are always higher;
•
The hedged item and the hedging instruments are denominated in CZK, PLN or HUF, i.e. the
same currencies;
•
Expected maturity of hedging instruments, respectively their impact on profit or loss and the
timing of the impact of cash flows on hedged sales are identical; and
•
Derivatives are negotiated at market price (i.e. without premium payment), the change in fair
value corresponds to the change in cash flow from changes in the exchange rate.
Hedging of future cash flows:
Within 1 year1–5 yearsTotalBalance as at 31 December 2024€000€000€000Currency risk exposureHedging of future cash flows – future receivables 261 — 261Hedging of future cash flows – future liabilities (97) — (97)Total 164 — 164
Hedging is planned as 100% effective because the amount of effect from hedging items in CZK,
PLN or HUF will be equal to the amount of purchases in CZK, PLN or HUF (hedged items).
Interest rate risk
The Group obtained club financing facilities (Note 27) with floating interest rates denominated in
€. The interest rate risk management strategy of the Group requires minimisation of its exposure
to changes in cash flow interest rate risk.
The Group concluded interest rate swaps (“IRS”), where the Group pays interest based on a fixed
interest rate and receives interest based on a floating interest rate (based on 3M EURIBOR)
derived from principal amount in €. This instrument allows the Group to reduce its interest rate
cash flow risk.
20242023€000€000Carrying amount (current and non-current asset) — 3,425Carrying amount (current and non-current liabilities) 2,521 3,201Nominal amount 227,333 278,667Maturity date 2026 and 2027 2024 and 2027Change in fair value of outstanding hedging instruments since 1 January (2,745) (6,686)Change in value of hedged item used to determine hedge effectiveness 2,745 6,686Average fixed rate of IRS 3,05% 1,98%
Hedging effects to other comprehensive income in the respective periods were the following:
20242023€000€000Revaluation interest rate swaps (existing) 129 (6,686)Revaluation interest rate swaps (terminated) (2,874) —Revaluation foreign exchange forwards 152 —Reclassification to profit or loss interest rate swaps — (554)Translation (12) 101 (2,605) (7,139)Deferred tax 351 —Other comprehensive income (2,255) (7,139)
24. Cash and cash equivalents
Accounting policy Note 1(t)
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
20242023€000€000Cash at banks 107,397 90,309Cash on hand 33 34Cash and cash equivalents presented in the statement of financial position 107,430 90,343Bank overdrafts (2) (1)Cash and cash equivalents presented in the statement of cash flows 107,428 90,342
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24. Cash and cash equivalents continued
Pledged cash at bank subject to security of bank loans:
20242023€000€000Cash at banks pledged 107,102 89,867
The fair value of cash and cash equivalents approximates their carrying value due to their
short-term maturities.
Credit quality of cash at banks and short-term deposits:
2024 2023 External rating scale€000€000A 19,199 14,747Baa 80,687 63,908Ba 6,863 9,459B 397 852Caa 0 1,036Unrated 251 307Total 107,397 90,309
25. Trade, other payables and other liabilities
Accounting policy – note 1(u)
Fair value measurement – note 1(s)
Revenue – note 1(d)
20242023€000€000CurrentTrade payables 316,412 303,165Employee related liabilities 21,524 15,388Advances received 19,315 12,911Miscellaneous payables 13,753 8,644Payables to tax authorities 19,456 18,562Contract liabilities 9,151 6,971Refund liabilities 4,696 4,461Deferred acquisition consideration 2,000 32,732Total Trade and other payables 406,307 402,834Non-currentPut option redemption liability 4,657 5,825Contract liabilities 4,406 3,353Employee related liabilities 45 —Other liabilities 167 58Total Other non-current liabilities 9,275 9,236
Trade payables are non-interest bearing and are normally settled on up to 30-day terms. Trade and
other payables are non-derivative financial liabilities carried at amortised cost. The fair value of
current trade and other payables approximates their carrying value due to their short-term
maturities.
Employee-related liabilities include liabilities from social security and health insurance, liabilities
payable to employees for salaries and accrued employee vacation to be taken or compensated for
in the following accounting period and cash-settled share-based payments.
Advances received include mainly customer deposits related to OBUs and prepaid cards.
Miscellaneous payables relate primarily to payables to factoring companies (for working capital
management), representing cash collected from customers in respect of sold receivables and on
behalf of factoring companies.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
25. Trade and other payables, other liabilities continued
Put option redemption liability related to non-controlling interests represents present value of expected
future settlement to acquire shares of non-controlling interest in subsidiaries at a future date.
Contract liabilities predominantly represent revenue deferred in line with navigation revenue
recognition policy (Note 1(d)). The movements of contract deferred revenue during the years are as
follows:
20242023€000€000Opening balance 10,324 6,715Additions 8,421 5,538Acquisition of a subsidiary — 2,497Release (5,188) (4,426)Closing balance 13,557 10,324Short-term 9,151 6,971Long-term 4,406 3,353Total 13,557 10,324
The total amount of deferred revenue is expected to be released in the consolidated income
statement with the following pattern:
1 year2 years3–5 yearsTotalRelease to income statement €000€000€000€00031 December 2024 9,151 2,455 1,951 13,55731 December 2023 6,972 2,187 1,165 10,324
Present value of deferred acquisition consideration relates to the following acquisitions:
20242023€000€000Sygic, a.s. — 14,216Webeye Group — 9,128KomTes Group — 8,688Aldobec technologies, s.r.o. — 700Inelo Group 2,000 —Total 2,000 32,732
For explanations on the Group’s liquidity risk management processes, refer to Note 30.
26. Provisions
Accounting policy Note 1(v)
Other provisions€0001 January 2023 2,124Additions 405Utilized (14)Acquisition of subsidiary 1,324FX difference 1431 December 2023 3,853Unused amounts reversed (933)31 December 2024 2,920
Other provisions€000Current at 1 January 2023 2,124Non-current at 1 January 2023 —Current at 31 December 2023 2,529Non-current at 31 December 2023 1,324Current at 31 December 2024 2,126Non-current at 31 December 2024 794
The provisions mostly relate to unutilised customer credit limits disclosed in Note 34.
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27. Interest-bearing loans and borrowings
Fair value measurement – note 1(s)
31 December 2024 31 December 2023Total limit Amount in Total limit Amount in Currency Maturity Interest ratein currencyoriginal currency Total in currencyoriginal currency TotalBank loansMulticurrency term and revolving facilities agreement EUR 2029/03 3M EURIBOR + margin 45,000 32,537 32,537 45,000 37,865 37,865EUR 2029/03 3M EURIBOR + margin 68,000 40,904 40,904 68,000 52,642 52,642EUR 2029/03 3M EURIBOR + margin 37,000 33,194 33,194 37,000 34,303 34,303EUR 2029/03 3M EURIBOR + margin 120,000 84,683 84,683 120,000 99,364 99,364EUR 2029/03 3M EURIBOR + margin 60,000 42,341 42,341 60,000 49,683 49,683EUR 2029/03 3M EURIBOR + margin 50,000 37,969 37,969 50,000 44,739 44,739EUR 2029/03 3M EURIBOR + margin 33,500 30,836 30,836 33,500 32,850 32,850Other loans CZK fixed rate — — — 96 96 5Other loans EUR fixed rate 5 5 5 25 25 25Financial liabilities to telecoms PLN 36 months from the Fixed rate – 1,939 1,939 454 10,825 10,825 2,495REPO transaction6.29–16.86%Other non-bank loans PLN 3M WIBOR + 2% 725 14 3 642 642 147Revolving facilities and overdrafts — — — 85,000 80,001 80,001 85,000 53,001 53,001Total EUR — — 382,927 — — 407,119Current EUR — — 115,380 — — 113,297Non-current EUR — — 267,547 — — 293,822
The Club Finance facility consists of four tranches:
•
€150 million committed facility A for the refinancing of all existing term loan indebtedness;
•
€180 million committed facility B for permitted acquisitions and capital expenditure;
•
€235 million committed auxiliary credit facility, of which €85 million may be utilised by way of revolving loans, and €150 million may be utilised by way of ancillary facilities in the form of bank
guarantees, letters of credit, or an overdraft up to €25 million; and
•
€150 million uncommitted incremental facility for permitted acquisitions, capital expenditure, and auxiliary credit facilities up to €50 million of which not more than €25 million can be utilised as
revolving loans.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
27. Interest-bearing loans and borrowings continued
The applicable interest rate base margin for the club financing facilities are determined
according to the following margin grid and according to the ESG adjustment detailed below:
Net leverage Interest rate> 3.25 2.30% p.a.≤ 3.25 ≥ 2.50 2.10% p.a.< 2.50 1.90% p.a.
On 17 May 2023, the Group signed an amendment to the Club Finance facility which incorporates
ESG key performance indicators into margin calculation (ESG adjustment) since 31 December
2023 with overall impact on margin in the range of (0.05 p.p.)-0.05 p.p. If all three sustainability
KPI targets are met, the base margin is reduced by 0.05 percentage points. If none of the KPIs
are met, the base margin is increased by 0.05 p.p. If one KPIs is not met, the base margin is
reduced by 0.025 p.p. If two KPIs are not met, the base margin is increased by 0.025 p.p.
The interest expense relating to bank loans and borrowings is presented in Note 10.
Interest-bearing loans and borrowings are non-derivative financial liabilities carried at
amortised cost.
On 10 March 2023, the Group received €180 million through facility B of the Club Finance facility.
The new loan was used to finance the Inelo acquisition (Note 15). Interest rate risk was managed
by concluding new interest rate swaps.
On 26 May 2023, the Group received €50 million through Incremental Facility I of the Club
Finance facility. The purpose of the new drawdown was financing of the capital expenditures
incurred or to be incurred. No interest rate swaps were concluded to cover the related interest
rate risk. For more information refer to Note 30.
On 15 November 2023, the Group received €33.5 million through Incremental Facility II of the
Club Finance facility. The purpose of the new drawdown was financing of the acquisition related
payments incurred or to be incurred. No interest rate swaps were concluded to cover the related
interest rate risk. For more information refer to Note 30.
On 14 March 2024, the Group signed an amendment to the Club Finance facility, which increased
share of revolving loans within uncommitted incremental facility up to €40 million (previously
up to €25 million). Total amount of uncommitted incremental facility remains unchanged. The
amendment also removed the interest cover covenant for the six months ended 30 June 2024.
On 6 June 2024, the Group signed another amendment to the Club Finance facility, which
changed maturity date to 31 March 2029 and decreased quarterly instalments.
On 20 June 2024, the Group received €50 million through Incremental Facility III of the Club
Finance facility (Revolving Facility Loans). The purpose of the newly enabled limit was financing
of the working capital needs and issuing new bank guarantees.
On 9 December 2024, the Group signed a waiver and consent request letter to the Club Finance
facility which incorporates permanent reduction of the Interest Cover from not less than 4.00:1 to
not less than 3.50:1.
As at 31 December 2024 and 2023, the following pledges have been made as a security for
aforementioned loans:
•
pledge of shares (mainly W.A.G payment solution, a.s.);
•
pledge of receivables (Note 21);
•
pledge of bank accounts (Note 24);
•
pledge of trademarks.
The Group complied with all financial covenants under the Club Finance facility as of
31 December 2024 and 31 December 2023, and forecasts compliance for the going concern
period based on the revised terms as described above.
Financial covenant terms of the Club Finance facility were as follows:
ActualActual31 December 31 December Covenant Calculation Target20242023Interest cover the ratio of adjusted EBITDA to Min 3.50 4.24 4.82finance chargesNet leverage the ratio of total net debt to Max 3.75* 2.34 2.90adjusted EBITDAAdjusted net leverage the ratio of the adjusted total Max 6.50 3.77 4.22net debt to adjusted EBITDA* the covenant shall not exceed 3.50 in 2025 and onwards
For covenants calculations, alternative performance measures are defined differently by the
Club Finance facility:
•
Adjusted EBITDA represents full year adjusted EBITDA of companies acquired during the period;
•
Net debt includes lease liabilities and derivative liabilities; and
•
Adjusted net debt includes face amount of guarantees, bonds, standby or documentary letters
of credit or any other instrument issued by a bank or financial institution in respect of any
liability of the Group.
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28. Reconciliation of liabilities arising from financing activities
The table below sets out an analysis of liabilities from financing activities and the movements in
the Group’s liabilities from financing activities for each of the periods presented. The items of
these liabilities are those reported as financing in the statement of cash flows:
Liabilities from financing activitiesBorrowingsLease liabilitiesTotal€000€000€000Liabilities from financing activities at 1 January 2023 143,156 13,427 156,583Cash inflows 356,886 — 356,886Cash outflows (97,283) (5,352) (102,635)Business combinations 5,477 3,146 8,623New leases — 11,239 11,239Foreign exchange adjustments (2,816) 7 (2,809)Other movements* 1,699 (141) 1,558Liabilities from financing activities at 31 December 2023 407,119 22,326 429,445Cash inflows 55,000 — 55,000Cash outflows (78,471) (5,181) (83,652)New leases — 3,730 3,730Foreign exchange adjustments 80 (326) (246)Other movements* (801) (1,270) (2,071)Liabilities from financing activities at 31 December 2024 382,927 19,279 402,206* “Other movements” in Borrowings represent effective interest rate adjustment from transaction costs and fair value impact
of Inelo bank borrowings at acquisition. The Group classifies interest paid as cash flows from operating activities. The “Other
movements” in Lease liabilities represent cancellation of lease liability in connection with premature termination of a lease.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
29. Equity
Shares authorised, issued and fully paid:
Ordinary shares Class B shareShareShareShareMergerNumber of capitalNumber of capital premium reserveshares€000 shares€000€000€000At 1 January 2023 688,911,333 8,107 — — 2,958 (25,963) 1Share options exercised 560,204 6 — — — — At 31 December 2023 689,471,537 8,113 — — 2,958 (25,963) 2Share options exercised 590,306 7 — — — — At 31 December 2024 690,061,843 8,120 — — 2,958 (25,963) 1 On 15 August 2023, 560 204 new ordinary shares of the Company were issued in relation to exercised option plan. The nominal value of the shares was GBP 0.01 per share resulting in EUR 6,000 share capital increase.
2 During 2024, several allotments of new ordinary shares of the Company occurred in relation to exercised option plans - 560 204 shares on 17 April 2024, 7 722 shares on 1 November 2024, 11 839 shares on 22 November 2024, and 10 541 shares on 17
December 2024. The nominal value of the shares was GBP 0.01 per share resulting in EUR 7,000 share capital increase.
Share-based payments
The Group has a share option scheme under which options to subscribe for the Group’s shares have been granted to management. Refer to Note 14 for further details on these plans.
Other reserves
Foreign currencyFinancial assets translation Cash-flow at FVOCIreserveReserve fundshedge reserveTotalNote€000€000€000€000€0001 January 2023 — 2,958 54 7,330 10,342Change in fair value of cash flow hedge recognised in equity 23 — — — (7,139) (7,139) Revaluation - gross (15,475) — — — (15,475) Deferred tax — — — 154 154 Exchange differences on translation of foreign operations (excluding NCI) — 16,545 — — 16,545 Other comprehensive (expense)/income for the period (15,475) 16,545 — (6,985) (5,915) At 31 December 2023 (15,475) 19,503 54 345 4,427 Change in fair value of cash flow hedge recognised in equity 23 — — — (2,605) (2,605) Deferred tax — — — 351 351 Exchange differences on translation of foreign operations (excluding NCI) — (2,059) — — (2,059) Other comprehensive (expense)/income for the period — (2,059) — (2,254) (4,313) At 31 December 2024 (15,475) 17,444 54 (1,909) 114
Minor balances of reserve funds relate to selected subsidiaries, where the Group is obliged to make annual contributions from local profits.
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29. Equity continued
Put option reserve
The put option reserve reflects corresponding charges related to the present value of put options redemption amount. Once the put option is exercised and the liability is settled the equivalent
amount is transferred from the put option reserve to retained earnings. Refer to non-controlling interests section below for further details.
Non-controlling interests (“NCI”)
The following transactions with non-controlling interest parties occurred during the year:
For the year ended 31 December 202420242023Total€000 Sygic KomTes FireTMS CVS TotalRecognition of put option liability on acquisition of controlling interests in subsidiaries — — — — — 10,401(1,2,3)Acquisition of non-controlling interests(7,946) (8,688) (2,330) — (18,964) (4,461) (3)Put options held by non-controlling interests — — 1,161 — 1,161 3,994 Recognised in put option reserve (7,946) (8,688) (1,169) — (17,803) 9,934(1,2,3,4)Payment for NCI in excess of NCI value recognised8,151 3,883 3,264 (239) 15,059 1,949 Recognised in retained earnings 8,151 3,883 3,264 (239) 15,059 1,949 Total attributable to equity holders of the parent 205 (4,805) 2,095 (239) (2,744) 11,883Recognise NCI on acquisition of subsidiaries — — — — — (3,683) Derecognise NCI on sale of controlling interest of subsidiaries — — — — — 525(2,3,4)Derecognise NCI on acquisition of non-controlling interests of subsidiaries — 4,993 175 999 6,167 2,512Dividends paid — — — — — 142 Recognised as non-controlling interest — 4,993 175 999 6,167 (504) Total 205 188 2,270 760 3,423 11,379
1 Following the amendment to the original share purchase agreement with Sygic, a.s. non-controlling shareholders from March 2024, the Group paid the agreed purchase price of €15,574,000 (Note 15) for the remaining 30% interest in Sygic a.s. Following
the payment, related put option reserve of €7,946,000 was released to retained earnings.
2 In 2023, the Group signed an agreement to acquire the NCI of KomTes in 2024 (Note 15). The final purchase price (CZK 225m ~ €8,876,000) was agreed on 1 October 2024 and paid to non-controlling shareholders on 9 October 2024. Following the
agreement, related put option reserve of €8,688,000 was released to retained earnings together with the value of NCI as of the date of the transaction amounting to €4,993,000 (31 December 2023: €4,993,000).
3 In 2024, the Group restructured an option to acquire its remaining shareholding in FireTMS (Note 15) resulting in additional €1,161,000 recognised in put option reserve. Subsequently, the Group acquired additional 7.6% interest in FireTMS for a purchase
price amounting to €3,439,000. Following the payment, the value of NCI as of the date of the transaction amounting to €175,000 (31 December 2023: €335,000).
4 In 2024, the Group acquired the remaining 4.19% interest in CVS for a consideration of €760,000 (Note 15). Following the payment, the value of NCI as of the date of the transaction amounting to €999,000 (31 December 2023: €1,002,000) was transferred
to retained earnings.
Remaining subsidiaries that have non-controlling interests are not material to the Group.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
30. Financial risk management
The Group’s classes of financial instruments correspond with the line items presented in the
Consolidated Statement of Financial Position.
The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings,
leases and trade and other payables. These financial liabilities relate to the financing of the
Group’s operations and investments. The Group’s principal financial assets include trade and
other receivables, cash and cash equivalents that derive directly from its operations. The Group
also enters into derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk. Management of the Group
identifies financial risks that may have an adverse impact on the business objectives and,
through active risk management, reduces these risks to an acceptable level.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises two types of risk: interest
rate risk and currency risk.
The sensitivity analyses in the following sections relate to the position as at 31 December 2024
and 31 December 2023.
Sensitivity analyses have been prepared on the basis that net debt, the ratio of fixed to floating
interest rates of the debt and derivatives and the proportion of financial instruments in foreign
currencies are all constant.
The analyses exclude the impact of movements in market variables on provisions, and the
non-financial assets and liabilities of foreign operations.
The following assumptions have been made in calculating the sensitivity analyses:
•
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed
changes in respective market risks. This is based on the financial assets and financial liabilities
held at 31 December 2024 and 31 December 2023.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group’s exposure to the risk of changes in market
interest rates relates primarily to the Group’s bank loans and borrowings with floating interest rates.
The Group manages its interest rate risk by entering into interest rate swaps, in which it agrees to
exchange, at specified intervals, the difference between fixed and variable rate interest amounts
calculated by reference to an agreed-upon notional principal amount. At 31 December 2024, after
taking into account the effect of interest rate swaps, Group’s borrowings of €82,548,000 (FY 2023:
€79,200,000) were at variable interest rate (excluding revolving facilities and overdrafts). Sensitivity to
interest rate changes is disclosed in the table below. Average fixed rate of interest rate swaps is 3.05%
at 31 December 2024 (31 December 2023: 1.98%) (Note 23).
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on
the portion of loans and borrowings affected. With all other variables held constant, the Group’s (loss)/
profit before tax is affected through the impact on floating rate borrowings, as follows:
2024 2023€000€000Increase by 50 basis points (413) (396)Decrease by 50 basis points 413 396
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of
changes in foreign exchange rates relates primarily to the Group’s operating activities (when
revenue or expense is denominated in a foreign currency).
The Group invoices mainly in EUR. However, there are transactional currency exposures that
arise from sales and purchases also in other currencies, in particular CZK, PLN, and HUF.
Financial assets and liabilities include cash and cash equivalents, trade and other receivables
and interest-bearing loans and borrowings and trade and other payables. All remaining assets
and liabilities in foreign currencies are immaterial or not subject to exchange rate exposure
(such as property, plant and equipment).
The table below presents the sensitivity of the (loss)/profit before tax to a hypothetical change in
EUR, CZK, PLN, and other currencies and the impact on financial assets and liabilities of the Group.
The sensitivity analysis is prepared under the assumption all the other variables are constant.
Effect of the change in exchange rates between functional currency of each entity and EUR,
CZK, PLN and other currencies on (loss)/profit before tax:
20242023% change in rate€000€000EUR +/- 10% +/- 15,092 +/- 17,341PLN +/- 10% +/- 4,587 +/- 261CZK +/- 10% +/- 2,710 +/- 8,361Others +/- 10% +/- 5,538 +/- 164
The increase in exposure to other currencies mainly relates to HUF which the Group manages
through hedging (see Note 23).
The Group manages its foreign currency risk by using foreign currency forwards, the impact of
which is disclosed in Note 6 and 23. Above effect on (loss)/profit before tax is not adjusted for
the impact of derivatives.
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30. Financial risk management continued
Credit risk
Credit risk is the risk 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). The risk is managed on a Group basis and individual customer credit risk limits are set based on internal ratings. Refer to Note 34 for unutilised customer
credit limits.
The outstanding balances of trade receivables and compliance with credit limits are monitored on a regular basis. Group management seeks to minimise exposure of credit risk to single
counterparty or group of similar counterparties when possible. As at 31 December 2024 and 31 December 2023, there was no significant concentration of credit risk as there were no individually
significant customers.
The Group insures eligible receivables and accepts bank guarantees and collateral pledges to mitigate credit risk.
The Group does not use credit derivatives to mitigate credit risk.
The ageing of receivables is regularly monitored by the Group management.
Refer to Note 21 for further details.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Group
treasury maintains flexibility in funding by maintaining availability under committed credit lines. The Group performs regular monitoring of its liquidity position to keep sufficient financial resources
to settle its liabilities and commitments.
The Group’s current ratio (current assets divided by current liabilities) was:
2024 2023Current ratio 0.93 0.97
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments (€000):
Less than More than 31 December 2024 On demand3 months 3 to 12 months 1 to 5 years5 years TotalNon-derivativesInterest-bearing loans and borrowings — 93,798 39,715 300,382 — 433,895Lease liabilities — 1,514 4,383 12,482 3,654 22,033Trade and other payables* — 351,403 5,003 6,848 — 363,254Total non-derivatives — 446,715 49,101 319,712 3,654 819,182
Less than More than 31 December 2023 On demand3 months 3 to 12 months 1 to 5 years5 years TotalNon-derivativesInterest-bearing loans and borrowings — 75,360 67,962 315,652 — 458,974Lease liabilities — 1,325 4,397 14,614 5,118 25,454Trade and other payables* — 337,145 27,244 5,883 — 370,272Total non-derivatives — 413,830 99,603 336,149 5,118 854,700
* Trade and other payables exclude tax payables, advances received and contract liabilities as these are non-financial liabilities.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
31. Capital management
The primary objective of the Group’s capital management is to ensure it has the capital required
to operate and grow the business at a reasonable cost of capital without incurring undue
financial risks. For the purpose of the Group’s capital management, capital includes issued
capital and all other equity reserves attributable to the equity holders of the Company. In
addition, the Board considers the management of debt to be an important element in controlling
the capital structure of the Group. The Group utilises long-term debt to fund investments and
acquisitions and has arranged debt facilities to allow for fluctuations in working capital
requirements.
The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group’s capital allocation principles include:
•
Investment in technology and capabilities for organic growth;
•
Investment in value accretive strategic acquisitions; and
•
Prioritising growth over dividends with no intention to declare dividends in the near term.
The Group manages its capital structure and makes adjustments in light of changes in economic
conditions and the requirements of the financial covenants. To maintain or adjust the capital
structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Group monitors capital using the gearing ratio:
20242023€000€000Interest-bearing loans 382,927 407,119Cash and cash equivalents (107,430) (90,343)Net indebtedness 275,497 316,776Total equity attributable to Company 261,943 256,455Gearing ratio 105.17% 123.52%
In order to achieve this overall objective, the Group’s capital management, amongst other things,
aims to ensure that it meets financial covenants attached to the interest-bearing loans and
borrowings that define capital structure requirements. Breaches in meeting the financial
covenants would permit the bank to immediately call loans and borrowings. The Group has
secured an allowed net leverage spike of half a turn of total net debt to adjusted EBITDA for two
consecutive reporting periods 2023 and 2024 in the Club Finance facility. Further details are
disclosed in Note 27.
No changes were made in the objectives, policies or processes for managing capital during the
above period.
32. Related party disclosures
Company
The Company controlling the Group is disclosed in Note 1.
Subsidiaries
Interests in subsidiaries are set out in Note 33.
Key management personnel compensation
Key management personnel compensation is disclosed in Note 7.
Ultimate controlling party
The Company is the ultimate parent entity of the Group and it is considered that there is no
ultimate controlling party. Decision making is made collectively by the board of directors or by
board sub-committees on behalf of the board. The board is the first to approve many of the
items brought to vote at the annual general meeting (e.g. directors appointment and resignation,
authority to allot shares, annual financial statements approval, appointment of auditors).
Mr. Vohánka does not control either the Board of directors or its sub-committees.
Paid dividends
Paid dividends are disclosed in Consolidated Statement of Changes in Shareholders’ Equity.
Transactions with other related parties
20242023€000€000Sale of goods to key management personnel — 1Sale of property to key management personnel 37 3Sale of various goods and services to entities controlled by key management personnel 3 —Purchases of various goods and services from entities controlled by key management personnel* 1,604 1,730Purchases of various goods and services from associates 14 6Sale of W.A.G Payment solutions PLC Shares to key management personnel 7 6
* The Group acquired the following goods and services from entities that are controlled by members of the Group’s key
management personnel: software development, marketing research, consultancy, taxi services.
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32. Related party disclosures continued
Outstanding balances arising from sales/purchases of goods and services
20242023€000€000Trade payables to entities controlled by key management personnel 147 138Trade payables to associates 1 —
In December 2023, an agreement for purchasing of the remaining 49% interest in KomTes
Chrudim, s.r.o. was entered into with two minority shareholders Jiří Daněk and Daniel Říha. As
they were both Directors of KomTes Group subsidiaries during 2023, the transaction is
considered a related party transaction. Under UK Listing rules, the two combined KomTes
subsidiaries were classified as insignificant subsidiary undertaking. After signing of the
agreement, they were replaced in their positions of KomTes’s Group Directors as of 1 January
2024. For more information on the transaction, please refer to Note 15.
As at 31 December 2024 and 2023, the Group had no outstanding loans, credit, security or other
benefits in either monetary or in-kind form to persons who are the governing body or to
members of governing or other management and supervisory bodies, including former officers
and members of those bodies.
Selected employees benefit from the private use of the Group cars.
Terms and conditions
Transactions relating to dividends were on the same terms and conditions that applied to other
shareholders. Goods were sold during the year based on the price lists in force and terms that
would be available to third parties. All other transactions were made on normal commercial terms
and conditions and at market rates.
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
33. Related undertakings of the group
The Group is organised in two operating segments:
•
Payment solutions represent Group’s revenues, which are based on recurring and frequent transactional payments. The segment includes Energy and Toll payments, which are typical first choice
of a new customer.
•
Mobility solutions represent a number of services, which are either subscription based or subsequently sold to customers using Payment solutions products. The segment includes Tax refund,
Fleet management services, Navigation, and other service offerings.
The consolidated financial statements of the Group include:
Effective economic interestName Principal activities Country of incorporation Registered address 2024 2023W.A.G. PAYMENT SOLUTIONS PLC ∞ Holding company United Kingdom Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA Company CompanyW.A.G. payment solutions AT GmbH Payment solutions Austria Kammer 44, 4981 Reichersberg, Austria 100% 100%W.A.G. payment solutions BE BVBA Payment solutions Belgium Place Marcel Broodthaersplein 8, 1060 Sint-Gillis, Brussel, Belgium 100% 100%CVS Mobile d.o.o. Mobility solutions Bosnia and 203. brigade 34, Matuzići, Doboj Jug, Bosnia-Herzegovina 100% 96%HerzegovinaW.A.G. payment solutions BG EOOD Payment solutions Bulgaria 18 Todor Aleksandrov blvd. 1000 Sofia, Bulgaria 100% 100%WEBEYE BULGARIA LTD Mobility solutions Bulgaria Iskar district, 41 “Nedelcho Bonchev” Str., floor 3, apt. 16.,1528 Sofia, Bulgaria 100% 100%W.A.G. payment solutions – Branch Bulgaria Payment solutions Bulgaria 18 Todor Aleksandrov blvd. 1000 Sofia, Bulgaria 100% 100%W.A.G. payment solutions HR d.o.o. Payment solutions Croatia Grand Centar, Hektorovićeva ulica 2, 10000 Zagreb, Croatia 100% 100%WEBEYE Hrvatska d.o.o. Mobility solutions Croatia Buzinski prilaz 10, Zagreb, Croatia 100% 100%CVS Mobile d.o.o. Mobility solutions Croatia Jankomir 25, 10090 Zagreb, Croatia 100% 96%W.A.G. payment solutions, a.s.* Payment solutions and Czech Republic Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic 100% 100%mobility solutionsW.A.G. Issuing Services, a.s. Payment solutions Czech Republic Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic 100% 100%W.A.G. payment solutions CZ, s.r.o. Payment solutions Czech Republic Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic 100% 100%Reamon Tax, a.s. Mobility solutions Czech Republic Göthova 149, Dačice I, 38001 Dačice, Czech Republic 100% 100%Princip a.s. Mobility solutions Czech Republic Na Vítězné pláni 1719/4, 14000 Prague 4, Czech Republic 100% 100%KomTeS Chrudim s.r.o. (merged with Princip Mobility solutions Czech Republic Malecká 273, Chrudim IV, 53705 Chrudim, Czech Republic — 51%a.s.) W.A.G. payment solutions DK ApS Payment solutions Denmark Frederiksborggade 15, 2nd and 3rd floor, 1360 Copenhagen, Denmark 100% 100%W.A.G. payment solutions EE OÜ Payment solutions Estonia Akadeemia tee 21/4-301, 12618 Tallinn Harjumaa, Estonia 100% 100%W.A.G. payment solutions FI Oy Payment solutions Finland Aalto University Campus, Metallimiehenkuja 10, 02150 Espoo, Finland 100% 100%W.A.G. payment solutions FR SARL Payment solutions France Montpellier Optimum, 450 Rue Baden Powell, 34000 Montpellier. France 100% 100%W.A.G. payment solutions DE GmbH Payment solutions Germany Dr.-Gessler-Straße 20, 93051 Regensburg, Germany 100% 100%
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Effective economic interestName Principal activities Country of incorporation Registered address 2024 2023WebEye Deutschland GmbH Mobility solutions Germany Schatzbogen 33, 81829 München, Germany 100% 100%JITPay GmbH Payment solutions Germany Willy-Brandt-Platz 19, 38102 Braunschweig, Germany 9,99% 9,99%FireTMS.com GmbH Mobility solutions Germany Stresemannstraße 123, 10963 Berlin, Germany 89% 81%CVS Mobile GmbH Mobility solutions Germany Dr.-Gessler-Str. 20, 93051 Regensburg 100% 96%W.A.G. payment solutions EL SP LTD Payment solutions Greece 12A Eleftheriou Venizelou Str., GR - 151 27 Melissia, Athens, Greece 100% 100%W.A.G. payment solutions HU, Kft. Payment solutions Hungary 1138 Budapest, Népfürdő utca 22. B. ép. 13. em., Hungary 100% 100%W.A.G. HU, Kft. (liquidation) Payment solutions Hungary 1138 Budapest, Népfürdő utca 22. B. ép. 13. em., Hungary — 100%E-Toll Services Hungary, Kft. Mobility solutions Hungary 2151 Fót, Akácos, East Gate Business park 0221/12 hrsz. D2. ép, Hungary 100% 100%RoadOn Magyarország Kereskedelmi és Mobility solutions Hungary 2151 Fót, Akácos, East Gate Business park 0221/12 hrsz. D2. ép, Hungary — 100%Szolgáltató, Kft. (liquidation)WebEye Magyarország Kereskedelmi és Mobility solutions Hungary 2151 Fót, Akácos, East Gate Business park 0221/12 hrsz. D2. ép, Hungary 100% 100%Szolgáltató, Kft.CONSORZIO EUROWAG S.C. A R.L Payment solutions Italy Via Giovanni Giolitti 55, 10123 Torino, Italy 100% 100%W.A.G. payment solutions IT S.R.L. Payment solutions Italy Via Savonarola 217, 35137 Padova, Italy 100% 100%UNIPERSONALE CVS Mobile s.r.l. Mobility solutions Italy Via Battisti 2, 34125 Trieste, Italy 100% 96%SIA W.A.G. payment solutions LV Payment solutions Latvia Bauskas street 58A, Riga, LV-1004, Latvia 100% 100%W.A.G. payment solutions LT, UAB Payment solutions Lithuania Lvivo g. 2509320 Vilnius, Lithuania 100% 100%UAB „Tankita“ Payment solutions Lithuania Žalgirio str. 96-103, Vilnius, Lithuania 20% 20%W.A.G. payment solutions LU S.à r.l. Payment solutions Luxembourg 19, rue de Bitbourg, L-1273 Luxembourg 100% 100%CVS Mobile MK dooel Mobility solutions North Macedonia 16-ta Makedonska brigada 13b, 1000 Skopje, North Macedonia 100% 96%W.A.G. payment solutions NO AS Payment solutions Norway C.J. Hambros Plass 2 C, 0164, Oslo, Norway 100% 100%W.A.G. payment solutions PL, Sp. Zoo Payment solutions Poland ul. Prosta 69, 00-838 Warsaw, Poland 100% 100%W.A.G. payment solutions, a.s., - SA Payment solutions Poland ul. Prosta 69, 00-838 Warsaw, Poland 100% 100%Oddzial w PolsceWebeye Polska sp. z.o.o. Mobility solutions Poland 30-663 Kraków (Poland), 250 Wielicka Str., Poland 100% 100%Grupa Inelo S.A. (merged with INELO Mobility solutions Poland 43-300 Bielsko-Biała, ul. Kaprapcka 24/B13, Poland — 100%Polska Sp. z o.o.)INELO Polska Sp. z o.o. Mobility solutions Poland 43-300 Bielsko-Biała, ul. Kaprapcka 24/U2b, Poland 100% 100%Marcos Bis Sp. z o.o. Mobility solutions Poland ul. Powstańców 19, 40 – 039 Katowice, Poland 100% 100%
33. Related undertakings of the group continued
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
Effective economic interestName Principal activities Country of incorporation Registered address 2024 2023FIRETMS.COM Sp. z o.o. Mobility solutions Poland 44-200 Rybnik, ul. 3 Maja 30, Poland 89% 81%Liserteco LDA Mobility solutions Portugal Rua das Industrias, n˚ 236, 1˚, Sala 104, Trofa, 4785 – 625, Portugal 100% 100%W.A.G. payment solutions PT Unnipessoal, Payment solutions Portugal Rua das Industrias, n˚ 236, 1˚, Sala 104, Trofa, 4785 – 625, Portugal 100% 100%LDA MYWEBEYE IBÉRIA, LDA Mobility solutions Portugal Rua Francisco Pinto Júnior n 5 2690-390 Santa Iría da Azóia, Portugal 100% 100%W.A.G. payment solutions RO, s.r.l. Payment solutions Romania Calea Serban Voda, no 206-218, U-Center 2, 2nd floor, postal code 040215, 100% 100%Sector 4, Bucharest, RomaniaWebEye International s.r.l. Mobility solutions Romania Oradea, str. Nufărului nr. 28E, Județul Bihor, Romania 100% 100%Eurowag d.o.o. Beograd-Stari Grad Payment solutions Serbia Maksima Gorkog No 8, 1st floor, 26000 Pančevo. Serbia 100% 100%CVS Mobile d.o.o. Mobility solutions Serbia Ulica Španskih boraca 24V, 11070 Novi Beograd, Serbia 100% 96%Aldobec technologies, s.r.o. (merged with Mobility solutions Slovakia Twin City C, Mlynské Nivy 16, 82109 Bratislava - mestská časť Ružinov, Slovakia — 100%W.A.G. Payment solutions SK, s.r.o.) Klub Investorov T&G SK, s.r.o. (liquidation) Payment solutions Slovakia Hlavná 18, 90066 Vysoká pri Morave, Slovakia — 100%W.A.G. payment solutions SK, s.r.o. Payment solutions Slovakia Kukučínova 38/A, 83103 Bratislava, Slovakia 100% 100%W.A.G. payment solutions, a.s., - Payment solutions Slovakia Tolstého 9, Bratislava 811 06, Slovakia 100% 100%organizačná zložka Sygic, a.s. Mobility solutions Slovakia Twin City C, Mlynské Nivy 16, 82109 Bratislava - mestská časť Ružinov, 100% 70%SlovakiaKomTeS SK s.r.o. (merged with W.A.G. Mobility solutions Slovakia Dopravná 7, 92101 Piešťany, Slovakia — 51%Payment solutions SK, s.r.o.) WebEye Slovakia s.r.o (merged with W.A.G. Mobility solutions Slovakia Sliačska 1E, 831 02 Bratislava, Slovakia — 100%Payment solutions SK, s.r.o.) W.A.G., plačilne rešitve SI, d.o.o. Payment solutions Slovenia Trg. Republike 3, 1000 Ljubljana, Slovenia 100% 100%Webeye International d.o.o (CVS Mobile Mobility solutions Slovenia Kidričeva ulica 13D, 1236 Trzin, Slovenia — 100%d.d.) Napredna telematika d.o.o. Mobility solutions Slovenia Ulica Gradnikove brigade 11, 1000 Ljubljana, Slovenia 100% 100%CVS Mobile d.d. Mobility solutions Slovenia Ulica Gradnikove brigade 11, 1000 Ljubljana, Slovenia 100% 96%Infotrans d.o.o. Mobility solutions Slovenia Ljubljanska cesta 24C, 4000 Kranj, Slovenia 51,00% 48,86%W.A.G. payment solutions Spain SLU. Payment solutions Spain Bulevar de Salburua Street, number 8, 14th floor, 01002, Vitoria (Álava) 100% 100%W.A.G. mobility solutions Iberia SL Payment solutions Spain Bulevar de Salburua Street, number 8, 14th floor, 01002, Vitoria (Álava) 100% 100%Arraia-Oil, S.L. Payment solutions Spain Bulevar de Salburua Street, number 8, 14th floor, 01002, Vitoria (Álava) 100% 100%Liserteco 24 Horas, SL Mobility solutions Spain Bulevar de Salburua Street, number 8, 14th floor, 01002, Vitoria (Álava) 100% 100%
33. Related undertakings of the group continued
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Effective economic interestName Principal activities Country of incorporation Registered address 2024 2023Tax Refund Consulting SL Mobility solutions Spain Marques de Riscal 11 5a, Madrid 28010, Spain 100% 100%W.A.G. payment solutions Sweden AB Payment solutions Sweden Östermalmstorg 1, 114 42 Stockholm, Sweden 100% 100%W.A.G. payment solutions CH AG Payment solutions Switzerland Flurstrasse 55, 8048 Zürich, Switzerland 100% 100%W.A.G. payment solutions NL B.V. Payment solutions The Netherlands De Cuserstraat 93, 1081 CN Amsterdam. The Netherlands 100% 100%Threeforce B.V. Mobility solutions The Netherlands Zeemansstraat 11, 3016 CN in Rotterdam, The Netherlands 27,75% 27,75%WAG Payment Solutions Turkey Ödeme Payment solutions Turkey FSM Mah. Poligon Cad. No: 8B Buyaka2 Sitesi, Kule 2 Kat 6, Daire: 25, 34771 100% 100%Sistemleri Ticaret Limited Şirketi Tepeüstü- Ümraniye- İstanbul, TurkeyW.A.G. payment solutions, a.s. Merkezi CEK Payment solutions Turkey FSM Mah. Poligon Cad. No: 8B Buyaka2 Sitesi, Kule 2 Kat 6, Daire: 25, 34771 100%100%Cumhuriyeti Istanbul Merkez Sube Si Tepeüstü- Ümraniye- İstanbul, Turkey†W.A.G. payment solutions UK LIMITED ∞ Payment solutions United Kingdom Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA100%100%
* Wholly owned direct subsidiary of W.A.G payment solutions plc
∞ Registered in England and Wales
†
These companies have claimed exemption from audit per 479A of the Companies Act 2006.
The Company’s directly held subsidiary is W.A.G. payment solutions, a.s. All other subsidiaries are indirectly held. All shares are ordinary shares unless stated otherwise.
The Company, through its subsidiary W.A.G. payment solutions, a.s., has the same percentage voting rights as effective economic interest, directly or indirectly, in all listed above subsidiaries except
for Infotrans d.o.o. W.A.G. payment solutions, a.s. is controlling Infotrans d.o.o. through a chain of subsidiaries where it holds majority of voting rights.
33. Related undertakings of the group continued
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Notes to the consolidated financial statements for the year ended 31 December 2024 continued
34. Contingent assets and liabilities
In the ordinary course of business, the Group has the following possible obligations for
guarantees and indemnities place with the Group’s banking and other financial institutions and
primarily relating to performance under contracts with customers. These possible obligations are
contingent on the outcome of uncertain future events which are considered unlikely to occur.
The Group is also involved in commercial disputes and litigation with some customers, which is
also in the normal course of business. Whilst the result of such disputes cannot be predicted
with certainty, the ultimate resolution of these disputes is not expected to have a material impact
on the Group’s financial position or results.
2024023€000€000Unutilised customer credit limits 461,270 371,580Bank guarantees 173,470 149,445
During the year, the Group has provided guarantees and indemnities in respect of the following
obligors over certain assets of the Group as set out below:
Name of Obligor Transaction SecurityW.A.G Payment Solutions plc Agreement on pledge over the following assets:• 100% shares in WAG Payment Solutions plc• Enterprise• Trademarks• 100% shares in W.A.G Issuing Services• 100% shares in Princip a.s.• 100% shares in W.A.G. Payment Solutions Spain S.L.U.• 100% shares in W.AG. Payment Solutions Iberia S.L.U.W.A.G. Issuing Services Agreement on pledge over enterprise and bank account receivables W.A.G. Mobility Solutions Iberia Agreement on pledge over 100% shares in ARRAIA OIL S.L.U.
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35. Presentation of consolidated income statement
Other operating expenses and operating profit or loss
The Group reports its analysis of expenses by function of expense. In the prior year, employee expenses, technology expenses, depreciation and amortisation were reported in the primary
consolidated income statement within operating expenses. In the current year these expenses have been included within operating expenses as described in note 1(a). Below is a reconciliation of
other operating expenses and operating profit or loss:
ReclassifyReclassify ReclassifyReclassify otherPreviously employeeshare of loss technology depreciation and reported expense (1)of associates (2) expense (3)amortiastion (4)Represented202320232023202320232023€000€000€000€000€000€000Net revenue 256,530 — — — — 256,530Other operating income 10,089 — — — — 10,089Employee expenses (96,793) 96,793 — — — —Impairment losses of financial assets (8,884) — — — — (8,884)Impairment losses of non-financial assets (56,663) — — — — (56,663)Share of net loss of associates — — (504) — — (504)Technology expenses (18,931) — — 18,931 — —Other operating expenses (55,510) (96,793) — (18,931) (57,529) (228,763)Depreciation and amortisation (57,529) — — — 57,529 —Operating loss (27,691) — (504) — — (28,195)Finance income 14,682 — — — — 14,682Finance costs (25,794) — — — — (25,794)Share of net loss of associates accounted for using the equity method (504) — 504 — — —Loss before income tax (39,307) — — — — (39,307)Income tax expense (4,241) (4,241)Loss from continuing operations (43,548) — — — — (43,548)Loss after tax for the year from discontinued operations (489) — — — — (489)Loss for the year (44,037) — — — — (44,037)
1 Employee expenses are disclosed in note 7
2 Share of loss of associates have been reclassified from financing to operating expenses as they relate to operations in the ordinary course of business and are disclosed separately in the consolidated income statement and in note 19.
3 Technology expenses are not considered to vary by the level of sales or production and form part of the operating expenses of the group.
4 Depreciation and amortisation is disclosed in note 4 “Operating profit”.
36. Subsequent events
There were no subsequent events to report from the year ended 31 December 2024 to the date of signing these financial statements.
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Note
31 December 2024
€000
31 December 2023
€000
ASSETS
Non-current assets
Property, plant and equipment 171 380
Right-of-use assets 372 556
Investments in subsidiaries 4 192,704 191,270
Financial assets at amortised costs 5 75,696 79,814
Deferred tax assets 96 —
Other non-current assets 272 512
269,311 272,532
Current assets
Cash and cash equivalents 6 328 476
Trade and other receivables 7 7,470 968
7,79 8 1,444
Total assets 277,109 273,976
LIABILITES
Current liabilities
Trade and other payables and Income Tax
Liabilities 8 5,461 2,171
Lease liabilities 193 154
Income tax liabilities 10 —
5,654 2,325
Non-current liabilities
Lease liabilities 182 385
182 385
Total liabilities 5,836 2,710
Net assets 271,273 271,266
SHAREHOLDERS’ EQUITY AND LIABILITIES
Share capital 9 8,120 8,113
Share premium 9 2,958 2,958
Merger reserve 9 42,035 42,035
Retained earnings 218,160 218,160
Total equity 271,273 271,266
As permitted by section 408 of Companies Act 2006, a separate Statement of Comprehensive
Income for W.A.G payment solutions PLC has not been included in these financial statements.
Total comprehensive loss for the year amounted to €2.0 million (financial year ended
31 December 2023: €2.0 million).
The notes on pages 186 to 190 are an integral part of these financial statements.
The financial statements on pages 184 to 185 were approved by the Board of Directors and
authorised for issue on 25 March 2025. They were signed on its behalf by:
Oskar Zahn
Chief Financial Officer
Company No. 13544823
Company statement of financial position
As at 31 December
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Company statement of changes in equity (€000)
For the year ended 31 December 2024
Note
Share
capital
€000
Share
premium
€000
Merger
reserves
€000
Retained
earnings
€000
Total
equity
€000
At 1 January 2023 8,107 2,958 42,035 217,856 270,956
Loss for the period — — — (2,029) (2,029)
Total comprehensive expense — — — (2,029) (2,029)
Transactions with owners in their capacity as owners:
Share options exercised 3 6 — — — 6
Share-based payments 3 2,333 2,333
At 31 December 2023 8,113 2,958 42,035 218,160 271,266
Loss for the period — — — (1,972) (1,972)
Total comprehensive expense — — — (1,972) (1,972)
Transactions with owners in their capacity as owners:
Share options exercised 3 7 — — — 7
Share-based payments — — — 1,972 1,972
At 31 December 2024 8,120 2,958 42,035 218,160 271,273
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1. Summary of significant accounting policies
The accounting policies used in preparing the Company financial statements are set out below.
These accounting policies have been consistently applied in all material respects to all periods
presented.
(a) Investment in subsidiaries
Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.
The cost related to the subsidiaries’ employees service is treated as investment value in
subsidiaries. The awards represent capital contribution to the subsidiaries as no payment is
expected for the equity-settled share-based payment awarded to their employees.
Investments are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows that are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Investments that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each reporting period.
(b) Basis of preparation
The financial statements of the Company have been prepared in accordance with Financial
Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements
have been prepared under the historical cost convention and in accordance with the Companies
Act 2006. The financial statements are presented in € and all values are rounded to the nearest
thousand (€000), except where otherwise indicated.
The Company’s fiscal year begins on 1 January and ends on 31 December.
The preparation of financial statements in conformity with FRS 101 requires the use of certain
critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Company’s accounting policies.
The following exemptions from the requirements of IFRS have been applied in the preparation of
these financial statements, in accordance with FRS 101:
•
Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and
weighted average exercise prices of share options, and how the fair value of goods or services
received was determined).
•
IFRS 7, ‘Financial instruments: Disclosures’.
•
Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques
and inputs used for fair value measurement of assets and liabilities).
•
The following paragraphs of IAS 1, ‘Presentation of financial statements’:
•
10(d) (statement of cash flows);
•
16 (statement of compliance with all IFRS);
•
38A (requirement for minimum of two primary statements, including cash flow statements);
•
38B-D (additional comparative information);
•
111 (statement of cash flows information); and
•
134-136 (capital management disclosures).
•
IAS 7, ‘Statement of cash flows’.
•
Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and
errors’ (requirement for the disclosure of information when an entity has not applied a new
IFRS that has been issued but is not yet effective).
•
Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation).
•
The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions
entered into between two or more members of a group.
Going concern
The Financial statements have been prepared on a going concern basis. Detailed disclosure on
going concern is provided in Note 1(a) of the consolidated financial statements.
(c) Share-based payments
The Company operates an equity-settled share-based compensation plan (“PSP”), under which
subsidiaries receive services from employees as consideration for equity instruments (options)
of the Company. The cost related to the subsidiaries’ employees service is treated as investment
value in subsidiaries. The awards represent capital contribution to the subsidiaries as no payment
(except nominal value of ordinary shares) is expected for the equity-settled share-based
payment awarded to their employees.
Notes to the Company financial statements
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(d) Foreign currency transactions
The functional currency of the Company is €.
Transactions in foreign currencies are initially recorded by the Company at its functional
currency rate prevailing at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated at the functional currency spot rate of
exchange valid at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in the profit or
loss account as finance income and expenses. 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.
(e) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
(f) Trade and other receivables
Trade and other receivables are carried at original invoice amount less an allowance for
impairment of these receivables.
For intercompany loans repayable on demand, expected credit losses are based on the
assumption that repayment of the loan is demanded at the reporting date. The borrower situation
is assessed whether it has sufficient accessible highly liquid assets in order to repay the loan if
demanded at the reporting date or, if the borrower could not repay the loan if demanded at the
reporting date, the Company considers expected manner of recovery to measure expected
credit losses.
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Notes to the Company financial statements continued
1. Summary of significant accounting policies continued
(g) Trade and other payables
Trade payables are recognised at their nominal value, which is deemed to be materially the same
as the fair value.
(h) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks.
(i) Recent Accounting Developments
Application of new IFRS – standards and interpretations effective in the
reporting period
The Group has applied the following standards and amendments for the first time for their annual
reporting period commencing 1 January 2024:
Issued IFRS Impact on the Group
Effective date
(period commencing) Endorsed by UK
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
Limited 1 January 2024 Yes
Amendments to IAS 1 Presentation of
Financial Statements
•
Non-current liabilities with covenants
•
Deferral of effective date amendments
Classification of liabilities as current or
non-current
Limited, unless
covenant breach
arises
1 January 2024 Yes
Internation Tax Reform – Pillar Two Model
Rules (Amendment to IAS 12)
Limited 1 January 2024 Yes
Lease liability in a sale and leaseback
(Amendments to IFRS 16)
Limited 1 January 2024 Yes
These Amendments did not have a significant impact on the Group’s condensed interim
financial statements.
Issued standards, amendments and interpretations not yet effective
Certain new accounting standards, amendments to accounting standards and interpretations
have been published that are not mandatory for 31 December 2024 reporting periods and have
not been early adopted by the Company. These standards, amendments or interpretations are
not expected to have a material impact on the entity in the current or future reporting periods
and on foreseeable future transactions.
Issued IFRS Impact on the Group
Effective date
(period commencing) Endorsed by UK
Lack of exchangeability
(Amendments to IAS 21)
Limited 1 January 2025 Yes
IFRS 18 Presentation and Disclosure
in Financial Statements
•
Structure of the statement of profit
or loss
•
Required disclosure in the financial
statements for certain profit or loss
performance measures defined by
management that are reported to
external parties in documents other
than the entity’s financial statements
•
Enhanced principals on aggregation
and disaggregation which apply to the
primary financial statements and notes
in general
Significant as
system and
process changes
may be required.
1 January 2027 Yes
2. Employee expenses
Employee expenses of the Company consist of the following:
2024
€000
2023
€000
Wages and salaries 5,007 2,992
Social security and health insurance 784 390
Share-based payments 539 869
Total employee expense 6,330 4,251
Information regarding directors is included in the Directors Remuneration Report on pages 96
to 110.
The monthly average number of employees by category during the period was as follows:
2024 2023
General and administrative 10 7
Total average number of employees 10 7
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3. Share-based payments
Certain Group employees have been granted options over the shares in the Company. Refer to the
accounting of the investment for details on the awards granted and the related accounting (Note 1).
Share options outstanding at the end of the year are the same as per the consolidated financial
statements. Therefore, we refer to Note 14 to the consolidated financial statements.
4. Investments in subsidiaries
2024
€000
2023
€000
Opening value 191,270 126,306
Capital contribution to W.A.G payment solutions, a.s. — 63,500
Share-based payments 1,434 1,464
As at 31 December 192,704 191,270
In 2023, the Company signed an agreement on voluntary surcharge outside of register capital
with its subsidiary W.A.G payment solutions, a.s. amounting to €63,500,000. The surcharge was
set-off against the intercompany loan in Note 5.
The capital contribution relating to share-based payments relates to share-based payments
issued to employees of subsidiary undertakings in the Group. For full details of the Group’s
share-based payments, refer to Note 14 to the consolidated financial statements.
5. Financial assets at amortised costs
2024
€000
2023
€000
Intercompany loans 75,696 79,814
Total 75,696 79,814
As of 28 June 2023, the Company signed an amended intercompany loan agreement with an
interest rate of 5.23% p.a. and the borrower shall repay all or any part of the loan together with
accrued interest on a date to be determined by mutual agreement of both contractual parties, but no
later than 30 November 2026. The balance of the loan is therefore classified as non-current asset.
6. Cash and cash equivalents
2024
€000
2023
€000
Cash at banks 328 476
Cash and cash equivalents 328 476
The fair value of cash and cash equivalents approximates their carrying value due to their
short-term maturities.
7. Trade and other receivables
2024
€000
2023
€000
Intercompany receivables 6,033 —
Receivables from tax authorities 642 259
Advances granted 403 461
Prepaid expenses 392 248
Total 7,470 968
As of 3 December 2021, the Company entered into loan agreement with W.A.G. payment
solutions, a.s. Under the agreement, the Company provided a loan facility up to € 190 million
repayable on demand, but no later than 30 November 2026. Interest rate up to 30 June 2022
was 1.02 % p.a. On 1 July 2022 following subordination of the intercompany loan to club financing
banks in the consolidated financial statements Note 27, the interest rate was amended to 12M
€IBOR + margin. On 1 July 2023 the interest rate was amended to 5.23% p.a. Trade and other
receivables are non-derivative financial assets carried at amortised cost. The carrying value of
trade and other receivables approximates their fair value due to their short-term maturities.
8. Trade and other payables
2024
€000
2023
€000
Current
Trade payables 630 1,478
Accruals and deferred income 1,837
—
Employee related liabilities 1,488 583
Payables to tax authorities 32 —
Intercompany payables 1,474 110
Total Trade and other payables 5,461 2,171
Trade payables are non-interest bearing and are normally settled on 30 day terms.
Trade and other payables are non-derivative financial liabilities carried at amortised cost. The
fair value of current trade and other payables approximates their carrying value due to their
short-term maturities.
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Notes to the Company financial statements continued
9. Equity
Shares authorised, issued and fully paid:
Ordinary shares
Share premium
€000
Merger reserve
€000 Number of shares
Share capital
€000
As at 1 January 2023 688,911,333 8,107 2,958 42,035
Share options exercised
1
560,204 6 — —
At 31 December 2023 689,471,537 8,113 2,958 42,035
Share options exercised
1
590,306 7 — —
At 31 December 2024 690,061,843 8,120 2,958 42,035
1 During 2024, several allotments of new ordinary shares of the Company occurred in relation to exercised option plans - 560 204 shares on 17 April 2024, 7 722 shares on 1 November 2024, 11 839 shares on 22 November 2024, and 10 541 shares on 17
December 2024. The nominal value of the shares was GBP 0.01 per share resulting in €7,000 increase in share capital.
Merger reserve
Merger reserve includes a reserve for the share for share exchange transaction that qualified for merger relief in accordance with section 612 of the Companies Act 2006. The difference between
investment in W.A.G payment solutions, a.s. and share capital issued during Group reorganisation was recognised as a merger reserve. The merger reserve is non-distributable.
10. Contingent liabilities
Further information of contingent liabilities affecting the company have been disclosed in Note 34 of the consolidated financial statements of the Group.
11. Information included in the notes to consolidated financial statements
The following notes to the consolidated financial statements contain information relevant to the financial statements of the Company.
•
Note 7 – Key management personnel
•
Note 11 – Auditors’ remuneration
•
Note 14 – Share-based payments
•
Note 32 – Related parties
•
Note 33 – Subsidiaries
•
Note 36 – Subsequent events
12. Corporate information
W.A.G payment solutions plc (the “Company” or the “Parent”) is a public limited company incorporated and domiciled in the United Kingdom and registered under the laws of England & Wales under
company number 13544823 with its registered address at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA, on 3 August 2021. The ordinary shares of the Company were
admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and have traded on the London Stock Exchange plc’s main market for listed securities since
13 October 2021.
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AGM – Annual General Meeting
CDP – Carbon Disclosure Project
CEE – Central and Eastern Europe
CFD – Climate-related Financial
Disclosure requirements
CGU – Cash Generating Unit
CNG – compressed natural gas
CRT – Commercial Road Transport
CSR – Corporate Social Responsibility
CSRD – Corporate Sustainability
Reporting Directive
DCF – Discounted Cash Flow
DSO – Days Sales Outstanding
EETS – European Electronic Toll Service
eNPS – Employee Net Promoter Score
ERP – Enterprise Resource Planning
ESG – Environmental, Social and Governance
EVA – Enhanced Vehicle Assistant
FCA – Financial Conduct Authority
FRC – Financial Reporting Council
GDP – Gross Domestic Product
GHG – Greenhouse Gas Emissions
HVO – hydrotreated vegetable oil
LNG – liquefied natural gas
NCI – Non-Controlling Interest
NPS – Net Promoter Score
OBU – On-Board Unit
OEM – Original Equipment Manufacturer
SLA – Service-Level Agreement
SME – Small and Medium-sized Enterprise
TCFD – Task Force on Climate-related
Financial Disclosures
Glossary
Glossary
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Company information
Registered office
W.A.G payment solutions plc
Third Floor (East),
Albemarle House,
1 Albemarle Street,
London, W1S 4HA,
United Kingdom
Registered in England and Wales
No. 13544823
Registrar
Computershare Investor Services plc
The Pavilions Bridgwater Road,
Bristol,
Avon,
BS13 8AE,
United Kingdom
Company secretary
Victoria Penrice FCG
investors.eurowag.com/contact
Internal auditor
KPMG Česká republika, s.r.o.
Pobřežní 648/1a,
186 00,
Praha 8 Česká republika
External auditor
PricewaterhouseCoopers LLP
One Chamberlain Square,
Birmingham,
B3 3AX,
United Kingdom
Joint corporate brokers
Peel Hunt LLP
100 Liverpool Street,
London,
EC2M 2AT,
United Kingdom
Joh. Berenberg, Gossler & Co KG,
London
60 Threadneedle St, City of London
London,
EC2R 8HP,
United Kingdom
Investor Relations
investors@eurowag.com
Company information
W.A.G payment solution plc’s commitment to environmental issues is reflected in this
Annual Report, which has been printed on Arena Extra White Smooth, an FSC
®
certified
material. This document was printed by L&S using its environmental print technology,
which minimises the impact of printing on the environment, with 99% of dry waste
diverted from landfill. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 1
CBP030143
W.A.G payment solutions plc
Third Floor (East),
Albemarle House,
1 Albemarle Street,
London, W1S 4HA
United Kingdom
Registered in England and Wales No. 13544823
Annual Report and Accounts 2024
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