INVIBES ADVERTISING N.V.
REIGERSTRAAT 8 - 9000 - GAND (Zwijnaarde) - Belgium GENT (GENT - GAND), 0836 533 938
(Hereafter "INVIBES", the "Group" or the "Company") https://www.invibes.com/
HALF-YEAR FINANCIAL REPORT 30 JUNE 2025
Euronext GROWTHTM
TABLE OF CONTENT
HALF-YEAR MANAGEMENT REPORT 3
CONSOLIDATED FINANCIAL STATEMENTS 7
- HALF-YEAR MANAGEMENT REPORT
Half year results 2025:
Unaudited consolidated figures in €k | H1 2025 | H1 2024 1 |
Sales figures | 9,876 | 11,906 |
Purchases and external charges | (6,206) | (7,705) |
Staff costs | (6,739) | (6,494) |
Capitalisation of intangible assets | 927 | 850 |
REBITDA 2 | (2,142) | (1,443) |
Non recurring expenses | (56) | (292) |
EBITDA | (2,198) | (1,735) |
Depreciation, amortisation and provisions | (955) | (725) |
Operating profit | (3,153) | (2,460) |
Financial result | (193) | (72) |
Tax | (40) | (4) |
Net income | (3,386) | (2,536) |
Decline in revenue amid strategic refocusing on key European markets
In the first half of 2025, Invibes generated consolidated revenue of €10.0 million, down 15.1% compared to the same period last year, restated1.
This change reflects a market environment that remains complex, marked by increased competition and persistent caution among advertisers in their budget decisions. It also comes during a period of strategic refocusing, during which the Group has begun to streamline its geographic footprint, with the gradual closure of so-called "start-up" markets in order to concentrate its resources and investments on its main European hubs.
These measures have been accompanied by organizational changes, with a net reduction of approximately 50 full-time equivalents out of a total workforce of 180 employees.
They aim to strengthen the Group's operational resilience, consolidate its economic fundamentals, and accelerate its transition to a structurally profitable and cash-flow generating model.
At the same time, Invibes continued to deploy differentiating technological solutions, leveraging generative artificial intelligence to enhance the advertising effectiveness of its clients.
2025 half-year results not yet including the effects of rationalization measures
The half-year results do not yet reflect all of the expected benefits of the refocusing and cost optimization measures.
1After review by the Statutory Auditors, and in order to comply with current accounting rules, the deconsolidation of ML2Grow will only be effective from 1 April 2024. However, for comparison purposes and to reflect the new economic perimeter, sales for the first half of 2024 have been restated for ML2Grow.
2REBITDA: Current EBITDA, i.e., operating income before depreciation, provisions, and non-recurring expenses, as explained in Note 1.3 - Principal Activities, of the financial statements for the first half of 2025.
Recurring EBITDA (REBITDA) was down €2.1 million for the half-year. After accounting for non-recurring expenses, EBITDA came in at €2.2 million, compared with €1.7 million in the first half of 2024.
The EBITDA margin for active markets, before integration of central costs, remains solid at 11% of revenue, reflecting the underlying potential of these markets.
After taking into account depreciation and amortization, Invibes posted an operating loss of
€3.2 million and a net loss of €3.4 million.
A solid balance sheet structure to support growth and innovation
As of June 30, 2025, gross cash amounted to €7.7 million (including €2.9 million in deconsolidated factoring) for net cash of €4.2 million. This financial robustness enables Invibes to continue investing in technological innovation and the commercial development of its European hubs.
Invibes Advertising is redefining the standards of digital advertising by placing AI at the heart of its strategy.
During the first six months of the year, Invibes accelerated its strategic shift towards generative artificial intelligence by placing it at the heart of its new generation of advertising solutions.
With Fusion, its proprietary solution based on generative AI, the Group aims to move beyond traditional display advertising and usher in a new era inspired by integrated, intelligent social ads, combining creative hyper-personalization with real-time media optimization.
This technological breakthrough enables brands to benefit from significantly higher attention rates, resulting in deeper engagement and a measurable impact on ad recall and conversion.
In a context where budgets are shifting massively towards social ads, Invibes is positioning itself as a differentiating and key player in the transformation of the digital advertising market.
On this occasion, Nicolas Pollet and Kris Vlaemynck, co-CEOs of Invibes, stated:
"This first half of the year marks a key milestone in Invibes' transformation. The refocusing on our European hubs consolidates our fundamentals, while the integration of generative AI enriches our proprietary platform and broadens the range of solutions we offer. With the rollout
of a new generation of AI-based advertising inspired by social ads within our offering, we are providing brands with more immersive formats, significantly higher attention rates, and measurable advertising effectiveness. This strategic evolution places Invibes in a unique position to meet market expectations and generate sustainable value for both our clients and our shareholder."
B. CONSOLIDATED FINANCIAL STATEMENTSInvibes Annual Report June 30th, 2025 2
INVIBES ADVERTISING NV Technologiepark 82 bus 26 9052 GHENT BELGIUM CONSOLIDATED FINANCIAL STATEMENTS From January 1st, 2025 to June 30th, 2025
Callens, Vandelanotte & Theunissen is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Callens, Vandelanotte & Theunissen and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Callens, Vandelanotte & Theunissen.
© 2023 Callens, Vandelanotte & Theunissen
I nvihes A ni1u al Report 0une 30t h, 2025
REPORT ON THE WORK PERFORMED
We have prepared the consolidated financial statements of INVIBES ADVEhTISTNG NV. These consolidated financial statements include the statement of financial position of INVIBES ADVERTISING NV as of June 30, 2025, the income, the statement of comprehensive inccme, the statement of changes in equity, and the statement of cash flows for the year ended on thct date.
These consolidated financial statements are attached to the present report on the work oerformed.
They were prepared using the accounts of the parenl company nnd information piovided by the services of
the Group. If a separate reference is not made, all amounts are stated in thousands of euros. The attached consolidated financial statements are characterized by the fol1owing data:
TOTALASSE*S | 21.893 |
REVENUE | 9.B7 6 |
LQUITY ATTRTBUTABL F TO THE OWNERS OF THE PAkENT | 12.307 |
PROFIT / LOSS(-) FOR THE YE/ | -3.386 |
PR 0FIT / LOSS (-) FOR THE YE/R: ASTRI BUTABL € TO DHL OWNER 5 OF THE PARENT | -3.375 |
Our compilation engagement was carried out in accordance with the professional standards of the Institute for Tax Advisors and Accountants applicable to the accounting engagement, which is neither an audit nor a limited review engagement. |
Brussels,
Callens, Vandelanot te & Theunissen BV Member of Crowe Global
Represented by
Mathias Roef
Table of contents
CONSOLIDATED BALANCE SHEET 5
CONSOLIDATED INCOME STATEMENT 6
COMPREHENSIVE INCOME 7
STATEMENT OF CHANGES IN EQUITY 8
CASH FLOW STATEMENT 10
GENERAL INFORMATION 14
General information, statement of compliance with IFRS and going concern assumption 14
New or revised standards or interpretations 14
ACCOUNTING POLICIES 17
Basis of preparation 17
Basis of consolidation 17
Scope of the consolidation level 17
Translation of accounts and operations in a foreign currency 20
Goodwill 22
Other intangible assets 22
Property, plant and equipment 23
Right-of-use assets 24
Financial assets 24
Accounts receivable 24
Other current assets 25
Cash and cash equivalents 25
Equity, reserves and dividend payments 25
Financial liabilities 26
Financial instruments 26
Lease liabilities 27
Provisions 27
Pension liabilities 28
Share-based employee remuneration 28
Revenue 28
Taxes 29
Earnings per share 30
Determining accounting estimates and judgements 30
NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS 33
Operating segment information 33
Notes on the consolidated balance sheet 35
Notes on consolidated income statement 53
ADDITIONAL INFORMATION 59
Remuneration of the statutory auditor 59
Off-balance sheet commitments 59
Related parties 60
Risk factors 61
Events after closing 62
Consolidated balance sheet
30/06/2025 | 31/12/2024 | |
NON CURRENT ASSETS | 6.952 | 6.963 |
Goodwill | 0 | 0 |
Other intangible assets | 4.806 | 4.545 |
Property plant and equipment | 223 | 255 |
Right of use assets | 444 | 688 |
Financial assets | 422 | 419 |
Deferred tax assets | 1.056 | 1.056 |
CURRENT ASSETS | 14.941 | 21.687 |
Trade receivables | 6.078 | 8.569 |
Current tax assets | 603 | 1.028 |
Other current assets | 602 | 472 |
Other investments | 6.077 | 9.239 |
Cash and cash equivalents | 1.581 | 2.379 |
TOTAL ASSETS | 21.893 | 28.651 |
30/06/2025 | 31/12/2024 | |
TOTAL EQUITY | 12.266 | 15.415 |
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT | 12.307 | 15.445 |
Share capital, share premiums | 14.030 | 28.922 |
Treasury shares | 0 | -247 |
Reserves and retained earnings | -1.854 | -13.113 |
Currency translation adjustments | 132 | -117 |
MINORITY INTERESTS | -41 | -30 |
Minority interests | -41 | -30 |
NON CURRENT LIABILITIES | 1.439 | 1.751 |
Long term financial liabilities | 1.193 | 1.368 |
Long term lease liabilities | 224 | 331 |
Long term miscellaneous financial debts | 0 | 0 |
Deferred tax liabilities | 23 | 52 |
CURRENT LIABILITIES | 8.187 | 11.484 |
Trade payables | 2.915 | 4.478 |
Short term financial liabilities | 2.274 | 2.521 |
Short term lease liabilities | 240 | 387 |
Current tax liabilities | 978 | 1.923 |
Other current liabilities | 1.779 | 2.175 |
TOTAL EQUITY AND LIABILITIES | 21.893 | 28.651 |
Consolidated income statement
30/06/2025 | 31/12/2024 | 30/06/2024 | |
Revenu | 9.876 | 26.630 | 11.906 |
Other operating income | 3 | 80 | 50 |
Capitalisation of internally generated intangible assets | 927 | 1.861 | 850 |
Operating expenses | -6.227 | -17.257 | -7.749 |
Personnel expenses | -6.739 | -13.211 | -6.494 |
Depreciation and amortisation | -955 | -3.705 | -725 |
Other operational expenses | 16 | -5 | 0 |
OPERATING PROFIT/LOSS (-) BEFORE NON-RECURRING ITEMS | -3.097 | -5.608 | -2.168 |
Non-recurring income | 3 | 0 | 0 |
Non-recurring expenses | -59 | -298 | -292 |
OPERATING PROFIT/LOSS (-) | -3.153 | -5.905 | -2.460 |
Finance costs | -191 | -549 | -248 |
Finance income | 108 | 205 | 0 |
Other financial items | -110 | -74 | 176 |
PROFIT/LOSS (-) BEFORE TAKS | -3.346 | -6.198 | -2.532 |
Income tax expense (-) / Income | -40 | -282 | -4 |
PROFIT/LOSS (-) FOR THE YEAR | -3.386 | -6.606 | -2.536 |
Attributable to the owners of the parent | -3.375 | -6.604 | -2.552 |
Attributable to minority interests | -11 | -2 | 16 |
EARNINGS PER SHARE IN EUR | 30/06/2025 | 31/12/2024 | 30/06/2024 |
Basic | -0,739 | -1,446 | -0,559 |
Diluted | -0,711 | -1,349 | -0.521 |
Comprehensive income
30/06/2025 | 31/12/2024 | 30/06/2024 | |
PROFIT/LOSS (-) for the year | -3.386 | -6.606 | -2.536 |
Items that will not be reclassified to profit or loss | |||
Translation differences | 248 | -138 | -91 |
Deffered taxes on items that will not be reclassified to profit or loss | 0 | -10 | 0 |
Items that will be reclassified to profit or loss | |||
Sub-total of losses and profits directly registered as equity after tax | 248 | -148 | -91 |
COMPREHENSIVE INCOME | -3.137 | -6.754 | -2.627 |
Attributable to the owners of the parent | -3.126 | -6.752 | -2.643 |
Attributable to minority interests | -11 | -2 | 16 |
Statement of changes in equity
Deferred | Equity | |||
rrency taxes on | Profit | attributable | Minority | Total |
currency ments translation | o/t year | to the owners of | interests | equity |
differences | the parent | |||
44 -13 | 576 | 21.700 | -25 | 21.674 |
-6.604 | -6.604 | -2 | -6.606 | |
Share | Consolidated | Treasury |
capital | reserves | shares |
Cu translation
adjust
EQUITY AT 01/01/2024
28.693
-7.352
-247
Income at 31/12/2024
Net losses/incomes registered as equity
-137 -11 -148 -148
Total registered -137 | -11 | -6.604 | -6.752 | -2 | -6.754 | |||
expenses and income | ||||||||
Allocation of the net income to reserves | 576 | -576 | 0 | 0 | ||||
Capital increase 230 | 230 | 230 | ||||||
Treasury shares | 265 | 265 | 265 | |||||
Change in consolidation scope and other | 3 | 3 | -3 | 0 | ||||
EQUITY AT 28.922 | -6.508 | -247 | -93 | -24 | -6.604 | 15.445 | -30 | 15.415 |
Income at | -3.375 | -3.375 | -11 | -3.386 | ||||
31/12/2024
30/06/2025
Net losses/incomes registered as equity
248 248 248
Total registered expenses and income
248 -3.375 -3.126 -11 -3.137
Allocation of the net income to reserves | -6.604 | 6.604 | 0 | 0 | ||||
Capital decrease -14.892 | 14.892 | 0 | 0 | |||||
Treasury shares | -247 | 247 | 0 | 0 | ||||
Change in consolidation scope and other | -12 | -12 | 0 | 0 | ||||
EQUITY AT 14.028 | 1.521 | 0 | 155 | -24 | -3.375 | 12.307 | -41 | 12.266 |
30/06/2025
Financial year 2025
The capital was decreased on 20th of June 2025 by K€ 14.892 without destruction of shares to compensate for the retained losses from the past.
The loss of the period up until end of June 2025 amounts to K€ -3.375.
Together with the capital increase of April 20th, 2021, Invibes Advertising NV had been granted an irrevocable right to purchase a total of 526.324 shares from the participants in the capital increase. Invibes Advertising NV had the option to use the call in 2023 and 2024 but did not exercise the call. Therefore the treasure shares were reversed in 2025.
Financial year 2024
A conversion of warrants was affected on the 17th of May 2024 which caused an increase of capital by K€ 230 and an additional creation of 90.130 shares.
As a result of this transaction, total capital amounts to K€ 28.922, represented by 4.566.678 shares at the end of December 2024.
Additionally, a new stock option program has been set up in the first semester of 2024. This equity-settled share-based payment transaction amounts to K€ 265 and is recognized as an expense in profit and loss (personnel expenses) with a corresponding credit to consolidated reserves.
On 15 March 2024 the company has signed a sales and purchase agreement thus selling the 62,33% interest in ML2GROW to the other non-controlling minority shareholders of ML2GROW. This date is considered the date of exit from the consolidation scope for ML2GROW. The impact of this exit on minority interests is a decrease of k€ 3.
The profit of the period 2024 amounts to K€ -6.604.
Cash flow statement
30/06/2025 | 31/12/2024 | 30/06/2024 | |
PROFIT/LOSS (-) FOR THE YEAR | -3.386 | -6.606 | -2.536 |
Income (loss) from non-current assets disposal | 3 | 5 | 0 |
Income tax expense / income | 40 | 282 | 4 |
Depreciations/Amortisations and impairments | 941 | 3.604 | 725 |
Finance cost | 80 | 255 | 104 |
Non cash financial expense / income | -25 | 60 | -105 |
Share based payment expenses | 0 | 265 | 265 |
Result on sale of discontinued operations | 0 | 297 | 297 |
Other non-cash adjustments | 0 | -77 | 0 |
Cash flow from operating activities before changes in working ca requirements | pital -2.347 | -1.914 | -1.246 |
Changes in working capital requirements | -38 | 1.880 | 1.469 |
Income taxes paid | -40 | -282 | -19 |
Cash flow from operating activities | -2.425 | -317 | 204 |
Investing activities | |||
Acquisition of fixed assets | -1.038 | -2.207 | -968 |
Other investments | 0 | 0 | -3.285 |
Repayments and proceeds in other investments | 3.156 | 3.989 | 3.222 |
Proceeds from sale of fixed assets | 0 | 0 | 0 |
Effects of the changes in the scope | 0 | 0 | 0 |
Cash flow from investing activities | 2.118 | 1.782 | -1.031 |
Financing activities | |||
Proceeds from the issue of share capital | 0 | 230 | 230 |
Proceeds from financial liabilities | 347 | 0 | 5 |
Repayment of financial liabilities | -771 | -2.232 | -815 |
Proceeds from financial lease liabilities | 0 | 374 | 0 |
Repayment of financial lease liabilities | -193 | -399 | -169 |
Interest paid | -212 | -172 | -81 |
Deconsolidation ML2G | 0 | -10 | 0 |
Cash flow from financing activities | -830 | -2.210 | -830 |
Change in cash | -1.137 | -744 | -1.657 |
Opening cash position | 1.127 | 1.871 | 1.871 |
Closing cash position | -16 | 1.127 | 214 |
Effect of the changes in the foreign exchange rates | -7 | 0 | 0 |
Change in cash | -1.137 | -744 | -1.657 |
Breakdown of the closing cash position | |||
Cash and cash equivalents | 1.581 | 2.379 | 1.969 |
Current bank overdrafts | -1.597 | -1.252 | -1.755 |
NOTES ON THE CASH FLOW STATEMENT
CASH FLOWS FROM OPERATING ACTIVITIES
Amortizations on intangible assets amount to K€ 710 as of June 30th 2025 compared to K€ 1.101 as of December 2024. Depreciations on property, plant and equipment amounts to K€ 43 as of June 2025 compared to K€ 75 in 2024. Depreciations on right-of-use assets amounts to K€ 184 in June 2025 compared to K€ 384 in December 2024. The impairment of goodwill amounted to K€ 1.998 in 2024, there was no further goodwill to impair in 2025.
The non cash financial income mainly concerns the unrealized gains on other investments (monetary funds and government bonds).
In 2024 there were share based compensations for staff and board members for an amount of K€ 265. There were none in 2025.
The result on sale of discontinued operations (ML2GROW) was K€ 297 loss in 2024.
INCREASE/DECREASE (-) IN WORKING CAPITAL
Cash flows are affected by the increase/decrease (-) in working capital.
The change in working capital requirement in 2025 of K€ -38 is mainly the result of lower debt versus the factoring compared to the end of 2024
The change in working capital requirement in 2024 of K€ 1.880 is mainly the result of decreasing trade receivables, partially compensated by decreasing trade payables.
CASH FLOWS FROM INVESTING ACTIVITIES
During financial year 2025, the investments in property, plant and equipment amount to K€ 44. Investments in software amount to K€ 970. The main investments of the year were further developments and new features to the already existing Invibes Platform. These have been capitalized on a cost principle basis.
Furthermore, the company obtained and received repayments of other investments: several new government bonds and monetary funds have been purchased and recovered in 2025 for a total net recovered amount of K€ 3.156. The government bonds concern short-term investments.
During financial year 2024, the investments in property, plant and equipment amount to K€ 147. Investments in software amount to K€ 2.030. The main investments of the year were further developments and new features to the already existing Invibes Platform. These have been capitalized on a cost principle basis.
Furthermore, the company obtained other investments in 2023: several government bonds and monetary funds have been purchased for a total of K€ 14.041, of which K€ 1.000 has been recovered during the year. The government bonds concern a short-term investment and expire all during the first quarter of 2024.
CASH FLOWS FROM FINANCING ACTIVITIES
Cash flows from financing activities in 2025 consist mainly of:
a new loan for K€ 347,
the repayment of interest-bearing financial liabilities amounting to K€ 771,
the repayment of IFRS 16 lease liabilities amounting to K€ 193.
interest paid of K€ 212
Cash flows from financing activities in 2024 consist mainly of:
a conversion of warrants of K€ 230,
the repayment of interest-bearing financial liabilities amounting to K€ 2.232,
commitment to a new IFRS 16 lease liability amounting to K€ 374,
the repayment of IFRS 16 lease liabilities amounting to K€ 399.
interest paid of K€ 172
TOTAL CASH AND CASH EQUIVALENTS
In 2025, cash and cash equivalents decreased by K€ 1.137 to K€ -16 at the end of June 2025, mainly caused by the result of the year, compensated by the net proceeds from investments in short term government bonds and monetary funds.
In 2024, cash and cash equivalents decreased by K€ 744 to K€ 1.127 at yearend 2024, mainly caused by the repayment of financial liabilities, compensated by the net proceeds from investments in short term government bonds and monetary funds.
GENERAL INFORMATION
General information, statement of compliance with IFRS and going concern assumption
INVIBES ADVERTISING NV is a technology company that specializes in digital advertising. The Company solutions are supported by an in-feed format which is integrated into media content. Invibes is inspired by social network advertising and develops its own technology to help brands better communicate with consumers.
The company INVIBES ADVERTISING NV, head of the group, is a Belgian limited liability company. Its headquarters are located at the Technologiepark 82 bus 26, 9052 Ghent, Belgium. Its identification number is BE 0836.533.938.
The consolidated financial statements for the period ended June 30th, 2025 (including comparatives) were released for publication by the Board of Directors on September 25th, 2025.
In accordance with the provisions of the Belgian Code of Companies and Associations (CCA), specifically Article 3:32, Invibes Advertising NV is not required to prepare consolidated financial statements, as it does not meet the criteria that trigger the obligation to consolidate. Furthermore, the company is not considered an entity of public interest as defined by the CCA and applicable Belgian regulations. However Invibes Advertising Nv has chosen to provide these consolidated financial statements. Consequently, these financial statements are unaudited.
The shares of INVIBES ADVERTISING NV are listed on the Euronext Growth Paris market under code ISN BE097299316. Shares are not listed on any other market.
The financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS), the standards for financial reporting and the interpretations issued by the International Accounting Standards Board (IASB), as approved by the European Union, and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB. They have been prepared under the assumption the Group operates on a going concern basis.
The going concern assumption was challenged, taken into account:
The situation as of June 30th, 2025 of realizable net assets and current liabilities,
Cash forecasts for the Company and its subsidiaries for the 12 months following closing.
The Board of Directors, after having examined these various elements, estimated that the company will be able to meet its cash requirements until June 3Oth, 2025 at least, and consequently that the consolidated accounts should be prepared on a going concern basis.
The consolidated accounts are expressed in thousands of euros (KEUR) unless otherwise specified.
New or revised standards or interpretations
During the current financial year, the company applied all published new and revised standards and interpretations that are relevant to its activities and which are in force for the accounting period that started
on January 1st, 2025, as issued by the International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) of the IASB.
For the preparation of the financial statements on June 30th, 2025 the group applied the rules and interpretations mandatory applicable from January 1st, 2025.
Amendments to IAS 21 Effects of Changes in Foreign Exchange rates: lack of exchangeability
The application of the other new Standards, Interpretations and Changes has not resulted in any important changes to the group's principles for financial reporting.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group's consolidated financial statements.
ACCOUNTING POLICIES
Basis of preparation
The group's financial statements have been prepared on an accruals basis and under the historical cost convention. Any exceptions to this historical cost convention will be disclosed.
The consolidated financial statements of the Company as of June 30th, 2025, include the financial statements of Invibes Advertising NV, the Parent company, and its subsidiaries. All companies together constitute the "Invibes Group". The consolidated financial statements are prepared before appropriation of the result of the parent company as proposed to the General Meeting of Shareholders.
Basis of consolidation
The Group's financial statements consolidate those of the parent company and all of its subsidiaries as of June 3Oth 2025. All subsidiaries have a reporting date of 30th June.
All transactions and balances between Group companies are eliminated for consolidation purposes, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed for consolidation, the underlying asset is also tested for impairment from a Group's perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.
Scope of the consolidation level
In accordance with IFRS 10, subsidiaries are all controlled entities. Control, regardless of the level of controlling interest held in an entity, is the result of the following three components:
having power to direct the relevant activities that significantly affects the investee's returns,
having exposure, or rights, to variable returns from its involvement in the investee,
having the ability to use its power over the investee to affect the amount of the investor's returns.
Only substantive rights, as conferred by shareholders' agreements, which can be exercised when decisions on relevant activities have to be made and which are not purely protective, are taken into account for the determination of power. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is obtained until the date on which control ceases.
Joint ventures are partnerships in which the Invibes Group and the other parties involved exercise contractually agreed joint control over the entity and have rights to its net assets.
Associates are entities in which the Group exercises significant influence: Invibes Group has the power to participate in financial and operational policy decisions, however without exercising joint control or control.
Significant influence is presumed when the Group holds, directly or indirectly, 20% or more of the voting power of the investee.
The consolidation methods used are:
Full consolidation method for subsidiary companies over which the Invibes group exercises control. Within consolidated equity, the share of minority interests in the equity of consolidated subsidiaries is presented as a separate item, as in the income statement and in the statement of comprehensive income.
The equity method for joint ventures and associates. This method consists in retaining in the consolidated financial statements the share of shareholders' equity corresponding to the percentage held by the Invibes Group. If the Invibes Group's share in the losses of an equity-accounted entity is greater than its interest in it, then the Invibes Group's share is reduced to zero. Additional losses are subject to a provision if the Invibes Group has a legal or implicit obligation in this regard.
The list of companies fully consolidated and accounted for using the equity method is presented below:
Entity
Address
Identification number
% interest
Method
Invibes Advertising
Technologiepark 82 bus 26 9052 Ghent
BE 0836.533.938
Consolidating entity
Invibes Services Srl
Str. Grigore Cobălcescu 46, 010196
Camera 7, Etaj 2, Sector 1 Bucharest
RO30562825
100,00%
FC
Invibes Advertising SAS
12 Rue du Roche 75008 Paris
FR5374500140
100,00%
FC
Invibes Advertising Inc.
1177 Avenue of the
York NY 10036
6020943
100,00%
FC
Invibes Spain SL
Paseo de la Castellana 137, 28046 Madrid 4a planta
B37563434
100,00%
FC
Invibes Advertising AG
Steuerberatungsgesellschaft 80333 München
Theaterinenerstraße 45
DE320810302
99,12%
FC
Invibes Switzerland AG
Langstrasse 11 8004 Zürich
CHE-302.303.944
98,40%
FC
Invibes Finance SA
Place de Paris 2314
B42153
100,00%
FC
Invibes Italy srl
Via Giosue Carducci 31 20123 Milano
IT1091916969
100,00%
FC
Invibes Advertising
UK Ltd.
5 Underwood Street N1 7LY London
GB 330 1273 54
100,00%
FC
Invibes Benelux BV
Prins Boudewijnlaan 5 bus 2550 Kontich
10
BE 0747.591.173
100,00%
FC
Invibes Netherlands BV
KNSM-laan 171 1019LC
Amsterdam
NL861951438B01
100,00%
FC
Invibes SAAS OÜ
Sopruse pst 145, Kristiine 13417 Talinn district Harju county
EE 102307368
100,00%
FC
Invibes Nordic AB
c/o Leionen, Sankt 112 34
Eriksgaten 63B Stockholm
5593314-9254
100,00%
FC
Invibes Norway AS
Arbins Gate 4 0253 Oslo
928094251
100,00%
FC
Invibes Advertising FZ-LC
SEO100 Bldg 08-CO Work Dubai
100559210800003
100,00%
FC
Invibes Advertising
South Africa (PTY)
10 Buffalo Road, Gallo
Manor Sandton 2196 Gauteng
4690300811
100,00%
FC
Ltd.
Invibes Poland
Ul. Pzyokopowa 33 01-208 Warsaw
PL5272966038
100,00%
FC
Invibes Central Europe*
Ovocny trh 1096/8, Stare 11000 Praha Mesto
1421676
100,00%
FC
Adspark GmbH
Steuerberatungsgesellschaft 80333 München
Theaterinenerstraße 45
HRB 273516
100,00%
FC
Invibes Bucharest Services SRL
Str. Grigore Cobălcescu 46, 010196
Camera 7, Etaj 2, Sector 1 Bucharest
100,00%
FC
Invibes Singapore
Coolyer Quay 11, The Arcade 049317
202410109N
100,00%
FC
PTE Ltd.
Singapore
FC: Full Integration, EQ: Equity method
Americas, 7th Floor New
* Invibes Central Europe was liquidated per 31/05/2025
The closing date of all companies within scope is June 30th.
The Group does not hold any other entity who are left out of the consolidation scope.
Entry in the consolidation scope
None
Exit from the consolidation scope
Liquidation of Invibes Denmark aps
Liquidation of Invibes Dijital Reklamcilik VE Ticaret anonim Sirketi
Invibes Central Europe was liquidated per 31/05/2025
There were no other exits from the consolidation scope during the financial year.
Translation of accounts and operations in a foreign currency
Translation of financial statements of the foreign subsidiaries
The accounting currency of foreign subsidiaries is their functional currency.
Assets and liabilities of subsidiaries located outside the euro area are converted into euro using the exchange rate at closing date. Elements of income statement are translated into euro at the rate approaching the exchange rates at transaction date, or at the average rate of the reporting period if there are no important fluctuations in the rate. Equity is presented at historical rate. Exchange rate differences resulting from translations are presented in the translation reserves in equity until the date of exit from the consolidation scope.
Translation of transactions denominated in a foreign currency
Transactions denominated in foreign currencies are translated at the current foreign exchange rate at the date of the transaction.
At closing date, the monetary assets and liabilities denominated in foreign currencies are translated at the closing foreign exchange rate. The resulting foreign exchange rate differences are recognized as foreign exchange gains or losses in the income statement for the transactions linked to the activity.
The functional currency of foreign subsidiaries is the local currency.
2.4.3
Foreign exchange rates used for the preparation of the consolidated accounts
The below mentioned rates are euro against foreign currency rates.
Euro against foreign currencies rate
AED
CHF
CZK
DKK
GBP
NOK
SG
Closing rate
31/12/2023
4,0193
0,9308
24,6508
7,4571
0,8627
11,2867
31/12/2024
3,777
0,938
25,24
7,4627
0,8427
11,709
1,407
30/06/2025
4,338
0,9312
24,699
0,8571
11,8203
1,501
Average rate
01/2024 - 06/2024
3,9607
0,9692
25,1200
7,4590
0,8508
11,6414
01/2024 - 12/2024
3,945
0,9526
25,152
7,459
0,8437
11,7000
1,4401
01/2025 - 06/2025
4,1214
0,9381
24,888
0,8449
11,6822
1,465
Euro against foreign
currencies rate
PLN
RON
SEK
TRY
USD
ZAR
Closing rate
30/06/2024
4,2955
4,9702
11,6822
35,5872
1,0848
19,8728
31/12/2024
4,219
4,9749
11,494
36,496
1,287
19,406
30/06/2025
4,240
5,076
11,1358
1,01813
20,781
Average rate
01/2024 - 06/2024
4,3073
4,9699
11,4899
34,8635
1,0782
20,1464
01/2024 - 12/2024
4,2979
4,9707
11,4722
34,8635
1,0739
19,739
01/2025 - 06/2025
4,2331
5,024
11,0233
1,122
20,3777
Goodwill
All business combinations are measured and recognised in accordance with the revised IFRS 3.
The consideration transferred (acquisition cost) is measured at the fair value of the assets delivered, issued equity and liabilities incurred at the date of acquisition. Costs directly attributable to the acquisition are expensed.
The group uses the full goodwill method, which is the difference between the sum of the acquisition cost of the business combination and the fair value of the minority interests, and the net amount of the assets.
Assets and liabilities are assumed measured at fair value at acquisition date.
Goodwill is determined at the acquisition date of the acquired entity and is not subject to any subsequent adjustment beyond the measurement period; the subsequent acquisition of non-controlled interests does not give rise to the recognition of additional goodwill.
Accounting for a business combination must be completed within 12 months of the acquisition date. This period applies to the valuation of identifiable assets and liabilities, the consideration transferred and uncontrolled interest.
If the fair value of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost of an acquisition, the difference is immediately recognised in the income statement.
Goodwill is tested for impairment annually or more frequently if events or changes indicate that the carrying amount of the goodwill may have been impaired. When an impairment loss is recognised, the difference between the carrying amount and its recoverable amount is recognised as an operating expense on the "asset impairment" line and is irreversible.
Goodwill is allocated to the relevant cash-generating unit for purpose of impairment testing.
Other intangible assets
Internally developed software
Expenditures during the research phase of projects to develop new customized software for IT and telecommunication systems is recognised as an expense as incurred. Costs that are directly attributable to a project's development phase are capitalized as intangible assets, provided they meet all of the following recognition requirements:
the development costs can be measured reliably,
the project is technically and commercially feasible,
the Group intends to and has sufficient resources to complete the project,
the Group has the ability to use or sell the software, and
the software will generate probable future economic benefits.
Development costs not meeting these criteria for capitalization are expensed as incurred. Directly attributable costs include employee costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs.
External purchased software and other intangible assets
The intangible assets acquired by Invibes Group are recognized at cost.
Subsequent measurement
All intangible assets with a finite useful life, including capitalized internally developed software, are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The following useful lives are applied:
Software: 5 years
Other intangible assets: 5 years
At each reporting date, the group reviews whether there is any indication that assets may be impaired. The impairment is recognised directly in the income statement. If a previously recorded impairment is no longer justified, the impairment is reversed.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other operating expenses.
Property, plant and equipment
In accordance with IAS 16, only the elements whose cost can be determined in a reliable way and for whose it is likely the future economic benefits will benefit to the group are registered as tangible assets.
Property, plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Invibes Group's management.
The different components of a tangible asset are registered separately when their estimated useful life, and therefore their depreciation period, are significantly different. Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value. The following useful lives are applied:
Nature Depreciation period
Equipment 5 years
Other tangible assets 2 to 5 years
These depreciation periods are reviewed and modified in case of a significant change; these changes are applied prospectively.
At each reporting date, the group reviews whether there is any indication that assets may be impaired. The impairment is recognised directly in the income statement. If a previously recorded impairment is no longer justified, the impairment is reversed.
Gains or losses arising from the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other operating expenses.
Right-of-use assets
At lease commencement date, the Invibes Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which consists of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Invibes Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
Financial assets
Financial assets include deposits and securities, receivables related to non-consolidated participating interests and the other receivables. They are valued at their historical value.
When their value is lower than their probable recovery value, an impairment is recorded.
Accounts receivable
The accounts receivables include the invoices related to service delivery contracts according to the following principles.
The invoiced receivables are estimated at their fair value when they are initially registered. They are the subject of an impairment according to their probability of recovery if necessary.
The group enters into debt factoring contracts with external factor companies. As a result, part of the trade receivables portfolio is recurrently sold to the factor company.
