Good morning, and welcome to the Banqup Group FY 2025 results webcast. My name is Vincent Nagels, Head of Investor Relations. Thank you for joining us today. On today's call, we have Nicolas de Beco, our CEO, and Koen De Brabander, our CFO. Nicolas will open with some introductory remarks and the FY 2025 highlights. Koen will then take us through the financial performance of the Group 2025, and Nicolas will close with our outlook for 2026 before we open the floor for questions. Quick reminder, you can submit questions at any time during the Q&A on your box on the screen. We will address them at the end of the presentation. Before we begin, I would like to draw your attention to the forward-looking statement disclaimer on slide 2 of the presentation, which is available on our Investor Relations website.
With that, I'll hand over to our CEO, Nicolas.
Thank you, Vincent. Welcome to our 2025 results of Banqup Group. It has been a year of transformation, a year of execution of the plan. More importantly, we are the first large regulatory events with the Belgium market going live on January 1st, 2026. Really, let me insist on few of the achievements or the major steps of the year for Banqup. The first and the foremost has been the rebranding of the company, going from Unifiedpost Group to Banqup, which bring us to becoming a true pure SaaS player.
You will see that as well with the evolution of our reporting, where we have, for the first time, include annual recurring revenue as one of the KPI and one of the guidance that we will present at the end of the presentation. Second aspect is we have committed to a 25% growth on the subscription revenue this year in 2025. I'm pleased to announce that we deliver on these targets at 24.4%. I will go a little bit in details on the evolution of this growth, specifically with the acceleration of the Belgian market. The third part of the transformation has been around the go-to-markets and becoming a true partner-led organization. That is a large change of our go-to-markets.
The idea is focusing on the low cost of acquisition, reducing our costs, and increasing our scale across all our major markets. The fourth major event has been the transformation of our board, or the continuity of the transformation of our board, that started last year and was finalized in 2025, specifically with a new chairman, an independent chairman, name of Peter Mulroy, who is now giving us an independent governance to the organization and to Banqup. We continue as well our divestment as part of the transformation. We have worked quite a bit on our refinancing. You've seen the shareholder loans in the beginning of January, and Koen will go into the details of our progress in our refinancing strategy.
Finally, we are focusing on our positioning to the market. The positioning to our markets has been a true European player, focusing on Belgium, Benelux in general, France and Germany. More importantly, we are positioning still Banqup as an independent platform that is cross-border. I'll go into that differentiator in the next slide. I cannot finish without talking about a major achievement for the company and for the team, is becoming a silver medal, EcoVadis silver medal. We were a bronze medal last year. Moving to silver medal in one year is a huge performance of the team and is something to recognize and to showcase again the engagement of Banqup into our sustainability strategy.
I think it's important to focus and remind all of our investor on what we are doing, what means to be Banqup, what means to be an investor in Banqup, and what Banqup is doing. I underline in this slide three of the major offer that we have. The first one, the most known, is our e-invoicing and e-reporting capabilities, which is unique. We are not an e-invoicing Belgium provider. We are not a French e-invoicing provider. We are a true European e-invoicing provider that is truly cross-border. We own our technology in all these different countries.
If you can see in the map, from France to Belgium, to Germany, to Italy, to Spain, and so on, we have our own solution in this country, recognized by the local authority, and allow us to bring our customer into the cross-border invoicing challenges that we have. The second piece is our payment solution. Is a key differentiator as well, a strong potential of upsell to our install base and is defined as such. We are a payment institution, meaning that we can, in 20 countries, provide a local IBAN to your customer, to our customer. We are obviously open banking readiness in our solution.
Finally, we announced it a few weeks ago, our partnership with Visa is giving us the credibility of being a true payment player in the market. I'll give you a few data points. We reported in 2025, client money, so the money that our customer are leaving in the IBAN that we created, so, what we call client money, Koen will go into the details on how it's recognized in our revenue and in our EBITDA. This client money end of the year in 25 at EUR 75.9 million. I am pleased to announce that already in February, we are reached EUR 100 million of money of our customer in our IBAN account. You see really finally, this payments solution taking off in the market as a follow-through to the invoicing.
Finally, the E-trust. If you look at the E-trust as being a digital notary, where we provide a full scope of solution to our customer, from the sealing of invoice to the signature, to the electronic signature, and more importantly, the identity wallet. The identity wallet, which will be a requirement in Europe in 2028, is a key differentiator for the solution to ensure not only the security of the platform, but ensuring that you're truly sending an invoice to the right person. I mentioned the partner-led model. This transformation is not a slide information, it's a true activity and action. As you can see in this slide, we have four different type of partners. We have the accounting and tax partnership, which is mostly driven towards the SMB markets.
It give us a scales, and it give us the ability to touch as many customer as we can in the market. I took an example of Deloitte, as we announced during the year. Deloitte in Belgium has chosen a solution for the e-invoicing and provided this invoicing services to the customer. The choice of Deloitte has been mostly focused on the security of the platform. On the ERP and software, it is important that our solution is fully open to all the different actor of the market. Take the example of Rentio, which has been announced also in September. Rentio is a solution in Belgium for renting properties and the ability to safeguard money for each properties. This is the type of solution where Banqup is integrating itself to.
The distribution integration partnership, a larger partnership. The example of Tessi is really interesting. Tessi has an e-invoicing solution in France. They are a competitor of Banqup in France, but they do not have the ability to send invoice in a regulated and compliant way across other countries in Europe and the world, in the case of Tessi. We provide that partnership with Tessi in regard of the cross-border e-invoicing challenges. Finally, the partnership with payments has been a strong focus. We've, as I mentioned, released a press release few weeks ago around our Visa partnership, and it's really an ability to give the support of Visa Direct to all our customer.
A little bit about Belgium and see what 2025 in terms of growth has given to Banqup, and we've seen in Belgium. As you see, we reported, or I mentioned it, we reported a 24.4% growth in our subscription. We see this acceleration in Belgium a lot more, specifically in the SMB markets, which in a yearly, in a yearly fashion, we reached 51% growth in the SMB market in Belgium. This is what it means to have a mandate in a country. It's an acceleration, strong acceleration of subscription and recurring revenue in that specific country. That acceleration is actually happening often in the last 3 months of before the mandate.
We saw a decent growth in the beginning of the year and then a tremendous acceleration in the last 3 months of the mandate. Let me review a few of the figures. These figures is on our digital and continued businesses. Koen will make the difference with all we call discontinued businesses. All the business that we sold or we are about to close the transaction. Today, we report a total revenue of EUR 52.9 million on the continued businesses. Out of that 52.9, 45.2 is linked to our digital revenue. As I mentioned, the growth on subscription has been 24.4%. The digital services gross margin is a little bit lower than 60%.
This is gonna be a huge focus for 2026 on improving by at least, and this is not a guidance, but this improvement will be at least by 10 points in 2026. Adjusted EBITDA, Koen will describe how this EBITDA changed during the year, and obviously, that figure was strongly reduced by the strong H2 for Banqup. Finally, this is the first time we will report ARR. Our annual recurring revenue for Banqup is EUR 47.7 million. That would be the base of the guidance for 2026. With that, I'm gonna let Koen, our CFO, go into the next slides.
Thank you, Nicolas, for giving me the floor. From my side also, welcome to the audience at this presentation. I would like to provide some additional context on the evolution of our financial since our last update. Will you click? Sorry. Yes.
Yeah, go.
Sorry. I will begin with a more technical slide, and I fully recognize that it may not be your favorite one. To be candid, it's neither mine. Given the scale of the transformation we are undertaking, certain IFRS complexities are unavoidable and important to address transparently. To the left of the red line, you will see the divestments that were already announced and discussed at the year end of 2024. These transactions were completed or agreed previously, some of them continue to have an impact on our 2025 reported figures due to accounting treatment and timing effects. To the right of the red line, we present the additional divestments executed or initiated as part of the ongoing portfolio rationalization.
These include our print activities in Serbia, so-called Tehnobiro, the print operations in our U.K. activities in Manchester, the print operation in Belgium, which is planned to be divested currently in progress, the Baltic activities, for which we have signed an agreement and expect to close the transaction in early March, as reported in an earlier press release, and is subject to approval of the relevant competition authorities. I appreciate that this overview may appear complex at first glance. In the next slide, I will help you to digest this complexity with the impact on the real numbers. Our consolidated revenue, looking at continued and discontinued business, represents EUR 111 million. Now I will start at the right side of this slide. The total divested revenue in 2025 represent EUR 32.4 million.
As already said, with the different components of it, you can see that the different transactions took place at different moments in the year and were impacting our figures for example, four months, seven months, and 12 months. These are all closed transactions, done deals. In the middle of the slide, you will see the discontinued operations. These are operations or transactions we are currently working on. As announced, the print in the Baltics and the print in Belgium. The total is representing EUR 25.8 million. Now at the left side, the most important, that is the continued business we are looking at. EUR 52.9 million, as already said by Nicolas, is represented or divided over Digital Banqup revenue, EUR 45.2 million, and Print activities, TCS here, EUR 7.7 million.
In other words, what remains is significantly more focused, predominantly digital business with a clearer strategic profile and stronger growth dynamics. This is the real baseline of the group going forward. Turning now to the continued operations, the EUR 52.9 million. Our digital service business delivered solid growth, increasing by 6.7% year-on-year, by 8.8% on an organic basis. The revenue mix remained balanced between subscription revenue, transactional revenue, and B2G activities. Subscription revenue performed particularly well, growing by 18.7% reported and 24.4% organically, fully in line with the guidance we provided at the beginning of the year. This confirms the strength of our recurring revenue model and the traction of our SaaS offering.
Transactional revenues were broadly stable year-on-year, while we continue to see additional upside potential from income generated in client money, as said by Nicolas. As expected, print activities within the scope of continued operations continued to decline. This is fully consistent with our strategic transformation towards a focused SaaS environment. From profitability perspective, gross profit increased from EUR 25.3 million to EUR 27 million. Importantly, in the final months of 2025, we clearly observed that incremental revenue growth is translated almost in 1-to-1 in additional gross margin. This operating leverage is key inflection point for the group. It demonstrates that the core cost structure is now largely in place. As volume scale further, we expect this translate directly into improved EBITDA generation and bottom line performance. All figures, sorry, all figures presented so far are on a reported basis, non-normalized basis.
As you know, transforming a business of this scale is not without cost. During the year, we incurred a number of non-recurring expenses, including M&A-related costs, legal advisory fees, severance payments linked to restructuring initiatives. For that reason, we also present an adjusted EBITDA, excluding non-recurring items related to transformation and restructuring. A detailed definition is included in the footnote to this slide. Adjusted EBITDA for the year 2025 remained negative at EUR 11.8 million. Of this, EUR 7.3 million was generated in the first half on a like for like basis, and thus EUR 4.5 million is the impact of the second half on a like for like basis. Encouragingly, we saw a clear improvement in the second half of the year.
This positive momentum in half year 2 provides a more representative baseline for our forward-looking analysis and support our confidence in continued operational improvement. This slide is largely consistent with what we have presented previously. While it is somewhat repetitive, I choose to main continuity with our earlier communication around 2025 figures. For next year, we will refine this view as the group profile becomes clear. During the year, we observed continued growth in e-invoicing with particularly strong acceleration towards year-end. I will come back on that one in the next slide. The bars on the right-hand side clearly illustrate our strategic shift towards a more SaaS-driven business model. That transition is well underway, although we acknowledge that there is still work to be done to further increase the share of recurring high-margin subscription revenue.
During the year, Sorry, this slide shows the evolution of our recurring revenue over the past 12 months. We have been building the momentum for some time, particularly as e-invoicing became mandatory in Belgium. Starting in November, we observed a noticeable uptick in paid subscriptions, with decent hockey stick effect towards the end of the year. The increase in revenue at year-end has an immediate positive impact on gross margin, which we expect to continue growing into 2026. You can clearly see that over the months, we had a gross margin varying between 57%-58%, and from November, December onwards, we are clearly exceeding the 60% towards a level of 64%. We have built on the current available financial data structure, the SaaS-driven KPIs, and will closely monitor ARR of our recurring revenues, as Nicolas already mentioned.
The current ARR figure based on December 25, with normalized transaction-based revenues using a rolling three-month average, since these are volume driven and can fluctuate due to factors like the number of working days in a month. The current level of ARR, as announced by Nicolas, was amounts to EUR 47.7 million. Our total cost structure remained stable overall, but 2 points deserve attention. Since the release of the BTX platform, we began amortizing it from October onwards, which increased the non-cash items. Cash spent on non-recurring items related to transformation initiatives and divestments doubled compared to the previous year. Adjusting for this, actual spend is 2% lower than last year. The largest portion of our cost base is linked to our 516 FTE employees.
Within our R&D department, 286 employees in average, with an average cost of EUR 5.3 thousand cost to the company, remained stable. In our G&A department, 123 FTEs, with a cost to the company of EUR 8.5 a month per employee, was increasing slightly. In our sales and marketing department, 107 full-time equivalents, with a cost to the company of EUR 7.8 a month. Our CapEx remains high relative to current business level, but is expected to decrease, particularly for the document business, as we consolidate momentum in Belgium and prepare the growth in the French market. For the payment activities, we specifically focused in 2025 on obtaining QTSP certification, a requirement for the digital entity, which we plan to achieve by mid 2026.
It's our clear intention to further adapt the cost structure to the performance of the SaaS-focused company, and is thus an objective to continue this transformation process in 2026. From next year onwards, we will present figures with SaaS-driven approach. Let already put forward some key metrics. From the EUR 40 million spent in the middle bars, 37.5% is linked to customer acquisition and support teams. Maintenance CapEx represents 12.5%, IT tooling, 15%, and general back office does represent 35% of that spend. Looking into some financial positions in our balance sheet, the cash flow position evolved from EUR 14.5 million to a level of EUR 8.6 million over the year. The EUR 8.6 million is reflecting only the continued activities.
EUR 10.8 million is coming from our operating activities, composed of operations from EUR 6.2 million, working capital impact, nearly EUR 2.8 million, smaller amounts as income tax, EUR 1.3 million, non-restructuring costs, EUR 1.5 million. The cash flow from investing activities is a positive of EUR 9.4 million. Of course, impacted by the proceeds from our divestments, EUR 26.9 million, the CapEx is spent all over the year, as explained on the previous slide, EUR 17.5 million. Cash flow from financing activities is EUR 2.8 million negative and relates to repayment of loans, proceeds from new loans, that is balancing somewhere, and the net interest paid of EUR 2 million all over the year.
Our net debt, or our net financial debt position evolved to a level of EUR 38.3 million, mainly represented by the Francisco Partners facility, representing EUR 30.5 million. On the top, our equity position decreased from EUR 148.3 million to a level of EUR 107 million, with the different bars explaining the evolution all over the year. I will already anticipate potentially a question on Francisco Partners facility. We had a press release in the course of January or at the end of January, explaining the reset of our governance, which we renegotiated with Francisco Partners in a very constructive way to adapt this governance towards the business level the company is in, considering all the divestments that have been done over the past 18 months.
One of the requirements is the minimum liquidity, which is EUR 2.5 million, which will be measured on every end of month. A second covenant is the ARR subscription revenue, which will be tested on every end of quarter, where we should reach EUR 22.5 million ARR subscription revenue end of Q1, EUR 22.5 million ARR subscription revenue end of Q2, EUR 25 million end of Q3, and EUR 25 million end of Q4. I really stress the point that each of these figures is a ARR, so you cannot accumulate the four figures to a total of EUR 90 million. It is a testing that happens based on ARRs end of each quarter. The third covenant is referring to the leverage ratio, where the net borrowings may not exceed four times our quarterly digital revenues.
On this slide, going back to the guidance of 2025. Our organic subscription revenue was one of the guidance. We said we will reach nearly 25% all over the year 2025. I think with the figure that we already mentioned twice or three times, 24.4%, we have achieved that goal clearly, and we will continue to grow that business. On the free cash flow, we have not assessed that metrics. As we have done all these divestments over the year, it is where we cashed or we collected proceeds based on the equity values of these divestments, and it considers mainly 4 or 5 divestments.
It is impossible to measure the free cash flow as we had foreseen at start of the year on a like for like basis. Looking ahead, Nicolas.
Yeah. Thank you. Thank you, Koen. It has been a year of transformation. It is a continued year of transformation in 2026. We as Koen mentioned, we obviously are growing on the top line. We need to also control the costs, and this is what we have started and successfully achieved at the end of 2025, and this acceleration will happen in 2026. Before anything, we are a compliance regulator type of business that are driven by main dates, and dates that are linking to business events, which create and generate the revenue that you've seen. We went through the Belgium mandate in 2026. In January first, Croatia was live also in January first, 2026.
Poland in February 1, 2026. France is coming in September of 2026. This is, for us, the biggest compelling event for the organization. It's driving customers in this country to use e-invoicing. More importantly for us, and because we are an established business, on multiple regions, our customers in Germany, for instance, the growth of the customers of Germany came from the Polish mandates and the need for German companies to send a regulated, compliant invoice to Poland. The same effect is visible today with the French mandate. France being a major player in Europe, every country, every company cross-border to France is looking to connect to the French market. This is for us, a tremendous acceleration of revenue that we foresee across all our businesses.
As added to that, the E-trust and the eIDAS 2.0 and what we call the identity wallet, will become the requirement that will drive also a strong interest of our customer into that secure platform that we provide. Talking about strategic priorities, some of them are tactical, but they are also into the overall strategy. Point number one for us is a consolidation of Belgium markets and the upsell of e-payment solution to the Belgium market. As I mentioned earlier, we went already in December from EUR 75.9 million of client money to EUR 100 million client money in the span of two months. This is exciting. This is showing that our customer are looking to a full solution that include payment.
The biggest things that our customer are looking for is to get their invoice paid. To get your invoice paid, you need a level of reconciliation with the payment solution. This is for us, a key priority in the market. The other point to mention in the Belgian market is the fact that fines have been delayed to the beginning of April 2026. You will see, and we have seen explode the onboarding of additional customer in Belgium because we're getting ready to the market to start to receive fine if they don't send e-invoice compliantly. That's point number one. Second option, as I mentioned, is a cross-border opportunity. The cross-border opportunity is a key component of the growth of ourselves.
French market, we specifically with our ECMA relationship and our positioning with a product called jefacture.com in France, is a key over focus of the organization to ensure we have the right support, do we have the right onboarding tools and onboarding solution to provide massive onboarding to our customer in France. Finally, the foremost focus for me is improving our organization around the product, rationalize our processes, and improve our gross margin, specifically around our hosting costs around our solution. With that, we have decided to offer two guidance and approve, obviously, by our board, our current board. Our two targets are on a annual recurring revenue between 25%-30% growth.
You've seen where we landed in 25. This is the base of this guidance. The second, the second guidance is around EBITDA, where we are putting a guidance of about 3%, which means Banqup will enter into the range of a Rule of 30, which is a key component of an evolution of a SaaS company. Well, thank you very much for this presentation, Koen, Vincent, and I think we will pass on some questions.
Thank you, Nicolas, Koen. Indeed, we've received a couple of questions from the webcast. Let me start with the first one. First, you had an acceleration of organic subscription growth in Q4 with Belgium fully at scale in 26, and France starting in the middle of the year. 25% guidance seems unambitious, so could you please walk us through that?
Sure. France is going live not in the middle of the year, in September. We will have the effects of revenue and growth in France only in the last quarter of the year. That's point number one. The guidance of annual recurring revenue is really focusing on subscription and transaction, does not include eFaktura or license revenue. We believe it is the right target with our execution capabilities today to give to the market. We are very confident with this range of 25%-30% range.
Great. Thank you. Second question to Koen. On the financial guidance, why is there no issue on the guidance for 2026 of reaching free cash flow breakeven or positive?
Thank you, Vincent. I do understand that question because we had that kind of reference in 2025. It's logic. I think that, well, we had debates on it, but focusing on becoming a real SaaS-driven company, we should look into metrics and guidance that are in line with our strategy. Being a SaaS-driven company, it does mean that ARR is a key or should be a key metrics for our business.
Mm-hmm.
Growing our revenues, and as said during my presentation, I said, growing our revenues has an immediate direct impact on our gross margin, has a direct impact on our EBITDA level. Having an impact on our EBITDA level is a cash flow element will automatically result in being free cash flow breakeven at some point in time.
Great. Thank you. Thank you. For Nicolas, the following question: There are rumors of a potential acquisition of Banqup by a PE owner, a strategic buyer. Could you please comment?
I don't have any concrete answer to this question. As mentioned, we have a higher banker as it has been described in the local press to specifically help the group, Banqup Group, in its transformation. This type of activity, when you're a public trade company, as we are, is fairly current or common, I would say, where we look at a 360 view of the organization and how we can potentially sustain our growth in the best way possible for all shareholders. Part of this review is also the refinancing, as Koen mentioned, and the work that we've done with Francisco Partners, the change of governance and so on.
Thank you. For Koen, following question on operating costs. In 2025, operating costs stood at EUR 60.7 million. At which level of cost do you target for 2026?
I will not express, because this is a kind of forward-looking information. As clearly said, we are in a transformation of the company. We are working on a transformation plan. In that transformation plan, we have foreseen further reduction of our FTE levels at different components of our activities. Rationalizing our group by divesting some of the activities does also mean that efficiency will pop up at some point in time, and it is a key focus from myself as CFO, but even more for Nicolas, our CEO, to work on that one and to realize the objectives that we have set internally.
Perfect. Last question, on the eFaktura contract value Could you tell how much eFaktura contract value is worth, even though we do not tell who it is?
I cannot. I cannot comment on it because we have a legal obligation on this contract. We mentioned in November that we won a new eFaktura, so government contracts in the same type of forms as our customer in Serbia, the Serbia government. Typically, I can comment on the structure of this deal. Typically, there is a license fees that can be spread over a couple of years. It's associated to a maintenance revenue, which is considered a subscription, and a management services engagement, which is a reoccurring events over a period of a few years.
You will see in 2026 the impact of this contract. I believe we will be able to mention the name of the country at the end of the first part of the year. Again, it is a restriction to the contract that we signed.
Wonderful. Thank you. Thank you all for your questions. That concludes today's presentation. A replay of the webcast will be available shortly on our investor relations website. Our next scheduled update is a publication of the annual report on the 16th of April, 2026. In the meantime, please do not hesitate to reach out to me directly if you have any further questions. Enjoy the rest of the day.
Thank you.