NOVATURAS AB
Consolidated Annual Report
The Consolidated and the Company’s Financial
Statements for the year ended on
31 December 2023
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Contents
CEO’s Foreword .................................................................................................................................................................. 4
Consolidated Annual Report ............................................................................................................................................... 6
General information ........................................................................................................................................................ 6
Financial information ....................................................................................................................................................... 9
Governance Report ...................................................................................................................................................... 14
Remuneration report ..................................................................................................................................................... 20
Activity of the Group in sustainability area .................................................................................................................... 26
Approval by officers of the Company ............................................................................................................................ 27
The Consolidated and the Company’s Financial Statements for the year ended 31 December 2023 ............................... 28
Statements of financial position .................................................................................................................................... 28
Statements of comprehensive income .......................................................................................................................... 30
Statements of changes in equity ................................................................................................................................... 31
Statements of cash flows .............................................................................................................................................. 33
Notes to the financial statements ...................................................................................................................................... 34
1 Corporate information ......................................................................................................................................... 34
2 Material accounting policies information ............................................................................................................. 35
2.1 Basis of preparation ....................................................................................................................................... 35
2.2 Summary of material accounting policies information .................................................................................... 35
2.3 Changes in accounting policies and disclosures ............................................................................................ 40
2.4 Correction of an error ..................................................................................................................................... 41
3 Significant accounting judgements, estimates and assumptions ....................................................................... 47
4 Goodwill and other intangible assets .................................................................................................................. 49
5 Right-of-use assets and lease liabilities .............................................................................................................. 50
6 Investment in subsidiaries ................................................................................................................................... 51
7 Prepayments ....................................................................................................................................................... 51
8 Capitalized contract costs ................................................................................................................................... 51
9 Trade accounts and other receivables and contract assets ................................................................................ 52
10 Derivative financial instruments .......................................................................................................................... 53
11 Cash, cash equivalents and restricted cash ........................................................................................................ 54
12 Reserves ............................................................................................................................................................. 54
13 Borrowings .......................................................................................................................................................... 55
14 Financial assets and liabilities and risk management ......................................................................................... 56
Credit risk ................................................................................................................................................................. 56
Interest rate risk ........................................................................................................................................................ 57
Foreign exchange risk .............................................................................................................................................. 57
Fair value of financial assets and liabilities ............................................................................................................... 58
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Liquidity management .............................................................................................................................................. 59
Capital management ................................................................................................................................................ 60
15 Provisions and other current liabilities and accrued expenses ............................................................................ 62
16 Contract liabilities ................................................................................................................................................ 62
17 Revenue from contracts with customer ............................................................................................................... 63
18 Cost of sales ....................................................................................................................................................... 63
19 Segment information ........................................................................................................................................... 63
20 Selling expenses ................................................................................................................................................. 65
21 General and administrative expenses ................................................................................................................. 65
22 Finance income (expenses), net ......................................................................................................................... 66
23 Income tax .......................................................................................................................................................... 66
24 Commitments and contingencies ........................................................................................................................ 69
25 Related party transactions .................................................................................................................................. 69
26 Earnings per share (EPS) ................................................................................................................................... 70
27 Share-Based payments ...................................................................................................................................... 70
28 Events after the reporting period ......................................................................................................................... 71
29 Going concern..................................................................................................................................................... 72
30 Impact of the military invasion of Israel by Hamas .............................................................................................. 72
Appendix 1 ........................................................................................................................................................................ 73
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CEO’s Foreword
Novaturas, the largest tour operator in the Baltic States, earned consolidated revenues of EUR 208.3m in year
2023. This is an increase of 6%, compared to 2022. Consolidated earnings before interest, taxes, depreciation and
amortisation (EBITDA) increased up to EUR 5.5m Net loss of EUR 0.7m incurred in 2022 has been replaced with
EUR 3,6m net profit.
The year 2023 was a successful year for the “Novaturas” group - both revenue and EBITDA exceeded the results of the
last five years, and the Company returned to profitability. We managed to achieve solid profit despite a more challenging
fourth quarter, which was influenced by complex factors. Firstly, this was due to the military conflict in the Middle East,
which led to changes in traveller behaviour. As a result, we optimized the travel program to Egypt, which is one of the main
destinations in the entire Baltic region during the winter season. Being concerned of safety of our travellers, we also
suspended planned trips to Jordan. We are closely monitoring the rapidly evolving market dynamics and competitive
environment.
Decisive factors of our success were widest in the region range of travel destinations and the responsive management of
it to meet customer needs. Additionally, the decrease in fuel prices increased the affordability of travel for customers and
had a positive impact on the profitability of our operations.
Last year travellers’ attention was drawn to not only trips of main favourite holiday destinations, - such as Turkey, Greek
islands, Bulgaria, resorts in Italy and Spain, Egypt, Tenerife and Madeira, but also to the growing number of travels to
Tunisia and Montenegro, which became a hallmark of Novaturas. According to our data, every second tourist who spent
holiday in Montenegro chose Novaturas package.
In our assortment we also hold a wide range of educational and exotic trips, skiing holidays, as well as increasingly popular
workation destinations. Novaturas is steadily growing in a segment of organized trips for large groups. Last year, together
with our partners, we implemented the largest-scale workation in the history of Lithuanian tourism for the “Tesonet”
accelerator. Almost 2,5 thousand passengers were flown on Novaturas charter flights during this trip.
Responsiveness and flexibility
In 2023 Novaturas served a total of 259 thousand clients - slightly (3 percent) fewer than in 2022. Decline is attributed to
market dynamics, the change also was influenced by the military conflict, to which, as mentioned, we responded promptly,
prioritizing the safety of our travellers.
Last year customers appreciated us for our flexibility and quick response during the fires on the Island of Rhodes. For us
it is crucial that travellers feel safe even in unexpected situations, and our goal is to provide all necessary assistance
immediately. Moreover, such timely reaction to the dynamic market situation last year also contributed to the profitability
of the Group.
Goals for 2024 are profitable operations and improved customer experience
This year's goal is to continue profitable activity enhancing customer experience. Market dynamics may affect the
conditions in the outbound tourism market of the Baltic countries, what already partly felt in the first quarter of this year.
We are prepared to continue reacting flexibly, adapting the travel program according to demand, and base our decisions
by assessing the potential impact on Group’s profitability.
The wide range of destinations allows us to diversify our operations and focus on destinations with the greatest potential.
Meanwhile, for customers this provides the opportunity to choose their desired trips, flight times and a variety of hotels.
E-commerce potential and sustainable hotel offerings
One of the company's strategic directions is a focus on technology and data analytics-driven decisions. Having a wide
distribution network we also see the growing potential of e-commerce. Last year we introduced a new Group’s website,
which we continue to develop. We aim to be easily accessible to our customers in a way convenient for them, so we are
focusing on even more user-friendly tools for travel agencies and partners. Additionally we are strengthening our sales
channels and planning to expand digital user experience.
Among the innovations introduced by the Group last year is the option to choose more sustainable hotels. Novaturas
became the first among major travel organizers to feature the “Sustainable Choice” symbol on its website, marking
accommodation places that contribute to environmental conservation, conserve resources, sort and reduce waste, and
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support local communities. Sustainable hotels make up about a third of our offerings, and the assortment is planned to
expand.
Options for employees
In September the Group completed its share buy-back. Novaturas Group bought back almost 76 thousand of its own
shares (about 1%) for almost EUR 0.25 m. and intends to distribute them to employees in Lithuania, Latvia and Estonia
over the next three years. This is the way the Group is looking after the well-being of its employees, increasing employee
engagement and attracting new talent.
Better punctuality and new flight partners
Another area where Novaturas improved its customer experience last year was punctuality of flights. The number of flights
delayed by more than 3 hours was less than 1% last year. Compared to 2022, the number of such delays has been reduced
by 3 times.
Novaturas also announced new and strengthened partnerships with airline companies. Last year, in Latvia, the Group
expanded cooperation with airBaltic, which stands out in Europe for its one of the newest and most environmentally friendly
fleet of aircraft.
Meanwhile in Estonia, Novaturas announced a new long-term partnership with Heston Airlines. This partnership is
expected to make a significant contribution to travellers’ comfort, service quality, safety and sustainability. Heston Airlines
will fly Novaturas customers on a modern Airbus A320 aircraft, which ensures better fuel efficiency.
Novaturas will also organise flights to Turkey with Turkish Airlines this summer season. In addition, the Group will fly to
Antalya not only from Vilnius, but also from Kaunas, providing more flexibility.
Dividend
Presenting the audited annual report Novaturas Group proposed not to pay dividend for 2023. The Company’s
management clarifies that the main reason for such a decision is the current lending conditions with the bank setting forth
necessity of bank’s upfront approval for dividend payment. Despite profitable year, the bank, which provides credit service
to Novaturas, considering current outbound travel market conditions and more challenging last two quarters is not inclined
to approve dividend payment. The Company continues negotiation with the bank regarding changes to the lending
conditions and dividend payment with the aim these conditions to be primarily based on the Group’s balance sheet
structure, and Novaturas could pay dividends to shareholders in the nearest future as outlines in the Company’s dividend
policy. If new conditions are agreed upon, the issue of dividend payments and specific timelines will also be considered.
At the same time, Novaturas' management emphasizes that when distributing the Company's profit, consideration should
be given to maintaining financial capacity, ensuring the balance of working capital funds, and investing in organizational
transformation processes, including improvement of customer experience, strategic partnerships, and the organizational
culture. Novaturas will allocate attention to projects that could enhance the company's competitiveness, revenue, and
profitability, thereby providing returns to shareholders in the long term.
Sincerely,
CEO
Kristijonas Kaikaris
Novaturas AB
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Consolidated Annual Report
General information
Reporting period
This report covers the financial year ended on 31 December 2023.
Issuer and its contact details
Name of the issuer
Novaturas AB
Registration date
As at 16/12/1999
Register manager
State Enterprise Center of Registers
Company code
135567698
LEI code
097900BGCW0000042109
Registered office
A. Mickevičiaus st. 27, LT-44245 Kaunas
Telephone
+370 37 321 264
Fax
+370 37 321 130
Email address
info@novaturas.lt
Website
www.novaturasgroup.com
Core activities of the Company and its subsidiaries: tours organisation and distribution.
The authorised capital of the Company amounts to EUR 234,210 and has been divided into 7,807,000 ordinary registered
shares, share par value EUR 0.03. All the shares have been fully paid.
As at 31 December 2023, there are 3 members of the Board of the Company.
Kristijonas Kaikaris, Chief Executive Officer, was the head of the Company as at 31 December 2023.
Subsidiaries
Novaturas Group consists of Parent Company Novaturas AB and its subsidiaries (hereinafter – the Group) through which
the Company operates in various markets.
Name of subsidiary
Country
Registered office
Shareholding,
% As at 31
December
2023
2022
Novatours SIA
Republic of Latvia
Kr. Valdemara St. 100, Riga, Latvia
100
100
Novatours OU
Republic of Estonia
Ravala g. 6, Tallinn, Estonia
100
100
Aviaturas ir Partneriai UAB
Republic of Lithuania
Konstitucijos ave. 15/5, Vilnius, Lithuania
100
100
Novatours Holidays SRL*
Republic of Romania
M. Caramfil st. 53, Bucharesht, Romania
100
100
* Operations of the subsidiary in Romania were discontinued in 2009.
The Company did acquire own shares and hold 55,997 shares as of the year end. The Company‘s subsidiaries do not hold
Company‘s shares.
As at 31 December 2023, the Company had a branch with registered office at Jasinskio St. 16, Vilnius, Lithuania. The
registration code of the branch is 125142371. Operating results of the branch are included in the financial statements of
the Company.
Core activities
Place of operation
The Group is the largest tour operator in the Baltic States. The Company was established in 1999, became the market
leader in the Baltics in 2004. The Group is proud of its strong position in the Baltic markets, well known trademark, high
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customer loyalty, and long-term relationships with travel agencies and service providers, which enables the Group to offer
travellers a wide range of services for an attractive price.
Sales channels
Our products are accessible to people through various distribution channels. We work with over 400 travel agencies,
including the largest agencies of the Baltic States. Our points of sale are in the largest cities of Lithuania, Latvia and
Estonia. Investments are also made in the development of our e-commerce channel. Online trading is conducted through
the Group‘s websites and the Global Distribution Systems (GDS), an international platform.
Product range
Our product assortment is very wide: it includes various types of tours, prices and travel destinations. We can offer products
that are in line with the needs and expectations of different client groups. This enables us to maintain our positions in
almost all market segments and to effectively adapt to changing needs of travellers. Our product range includes summer
and winter holiday packages and sightseeing tours by coach and aircraft, with over 30 travel destinations all over the world
including the most popular South European Resorts and selected locations in Northern Africa, Middle East, Asia and Latin
America. We also sell flight tickets for the tours organised by the Group and offer hotel accommodation.
Tour packages. Offers consist principally of organisation of recreational tours by air. This includes recreational tours to
popular European summer resorts (Mediterranean Sea region), Northern Africa, Asia and Central America, as well as
popular winter destinations in Europe – Italy and France. An entire service package is offered: flights, transport from the
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airport to the hotel, accommodation, local guides who work round the clock and entertainment during the tour including all-
day excursions in summer.
Sightseeing tours by air. Sightseeing tours by air are medium- and long-distance tours including travel to Asia and Central
America. Chartered and regular flights from Vilnius are organised. We offer flights, accommodation, and tourism by coach
and tour guides who accompany the tourists throughout the trip and inform them about the country, its attractions and
entertainment.
Sightseeing tours by coach. Sightseeing tours by coach are organised to attractions in Europe (including Poland,
Germany, France, Italy, Austria, Croatia and Greece). Tours by coach are organised from Lithuania. We offer travel by
coach, accommodation, trips to attractions by coach and tour guides who accompany travellers throughout the trip.
Other products. Other products consist of flight tickets and ordering hotels online. We sell them to individual clients and
tour operators who often need seats in the most popular chartered flights.
Trademarks. The diversity of our products also includes trademarks and product lines. The most important trademarks
are Novaturas (in Lithuania) and Novatours (in Latvia and Estonia) that generate the majority of income. Apart other
trademarks, we control ECO Travel, Sofa travel, and Novaturas Gold, a high-class product line.
Research and development. Last year we launched a new website, which we continue to develop.
Securities traded in regulated markets
Nasdaq Vilnius exchange is a domestic market for the Company’s shares. Since 21 March 2018, shares of the Company
are traded on two exchanges: Nasdaq Vilnius Stock Exchange and Warsaw Stock Exchange.
The Company’s stock symbol on Nasdaq Vilnius Stock Exchange is NTU1L and on the Warsaw Stock Exchange NTU.
Share class
Number of shares
Share par value, EUR
Total par value, EUR
Issue code
Ordinary shares
7,807,000
0.03
234 210
LT0000131872
Material events
Material events in 2023 are listed below:
13/02/2023 At the traditional Nasdaq Baltic Awards 2023, Novaturas Group was recognised as the company that did
the best job overcoming recent challenges and managing market change.
27/02/2023 Vitalij Rakovski, Chief Executive Officer of Novaturas Group, introduced preliminary results for the year
2022 to investors and analysts.
20/04/2023 AB Novaturas strategy for 2023-2025 was introduced to investors.
30/05/2023 Introduced Q1 2023 results of Novaturas Group: steady growth and updated positive financial forecast
22/06/2023 Shareholders meeting adopt new board and new chairman of the board is elected.
29/08/2023 Introduced Novaturas Group's H1results: EBITDA hits EUR 5.8 M, exceeding the result for 2019
13/09/2023 Novaturas Group purchases own shares with the purpose of granting them to the employees
28/11/2023 Introduced 9-month results of Novaturas: EBITDA reached EUR 7.9 mln., revenue grew by 7.4%
12/12/2023 Kristijonas Kaikaris becomes head Novaturas Group, Vitalij Rakovski steps down.
21/12/2023 Novaturas introduced more sustainable hotel options for travellers
Material events in 2024 (from 01/01/2024 to 30/04/2024):
28/02/2024 Novaturas earned profit of EUR 3.7 mln. - the targets for this year include operational efficiency and
improved customer experience.
2024-03-07 Novaturas announces the outcome of the legal proceedings against UAB GetJet Airlines: no significant
impact on operations.
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Financial information
The Group’s result for 2023
• Sales amounted to EUR 208.3m and were 6% higher compared with the same figure in 2022.
• Gross profit was EUR 26.4m, which is 38.5% more compared with the ratio recorded in 2022.
• Operating expenses reached EUR 21.9m and were 17% higher than in 2022.
• EBITDA was positive and amounted to EUR 5.5m where in 2022 it amounted to EUR 0.3m.
• In 2023, the Group incurred net profit of EUR 3.6m while in 2022, the Group incurred net loss of EUR 722k.
• In 2023, Novaturas Group served 259k passengers. Comparing 2023 with 2022, the number of customers has
slightly reduced by 3%.
Tour packages accounted for the largest share in both sales and earnings. Sightseeing tours by coach and air account for
a small part. Sales for all categories increased during 2023.
Main indicators of the Group
Financial indicators
2023
2022
Change, %
Revenue from contracts with customers
208,331
196,676
5.9%
Gross profit
26,442
19,088
38.5%
EBITDA
5,456
330
1553.3%
Operating profit (EBIT)
5,101
72
6984.7%
Profit before taxes
4,068
(659)
(717.3%)
Net profit for the period
3,587
(722)
(596.8%)
Alternative performance measures
Alternative financial measures and the descriptions for the calculations of the alternative performance measures are
provided as additional information to the users of the Consolidated Annual Report.
Relative indicators/ratios
2023
2022
Change
Number of ordinary registered shares
7,786,749
7,807,000
-
Earnings per share (EUR)
0.46
(0.09)
Gross profit margin (%)
12.7%
9.7%
3 pp
EBITDA margin (%)
2.6%
0.2%
2.5 pp
EBIT margin (%)
2.4%
0.0%
2.4 pp
Profit before taxes margin (%)
2.0%
(0.3%)
2.3 pp
Net profit margin for the period (%)
1.7%
(0.4%)
2.1 pp
Return on assets (ROA) (%)
7.2%
(1.3%)
8.5 pp
Debt / equity ratio (%)
50.6%
63.7%
-13.1 pp
Capital / assets ratio (%)
36.0%
26.0%
10 pp
Actual profit tax rate (%)
11.8%
(9.6%)
21.4 pp
Total liquidity ratio
0.60
0.74
(18.92%)
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Alternative
performance
measure
Definition
Meaning and interpretation of indicator
Formula
Gross profit
margin (%)
The ratio of gross
profit to net sales.
This measures the portion of revenue that
exceeds the cost of services provided. It reflects
the margin on tour services sold.
((Revenue - Cost of
sales) / Revenue)*100
EBITDA
Profit before interest,
tax, depreciation, and
amortization.
Provides an indication of the Group’s
operational performance from core activities,
excluding cost of financing and tax
considerations.
Profit+Tax
Expenses+Net Interest
+Depreciation
+Amortization
EBITDA
margin (%)
EBITDA as a
percentage of
revenue.
Reflects the efficiency of the Group in
generating earnings from core operations
before financing and tax effects.
EBITDA / Revenue * 100
EBIT
Profit before interest
and tax.
Represents operating profit from core activities,
showing the profitability before the impact of
financial structure and taxation.
Revenue - Cost of Sales
- Other Operating
Expenses
EBIT margin
(%)
EBIT as a percentage
of revenue.
Indicates the profitability of the core operations
in relation to total revenue, reflecting efficiency
in managing operating costs.
EBIT / Revenue * 100
Profit before
tax margin
(%)
Profit before tax as a
percentage of
revenue.
Shows the Group's profitability before
considering tax expenses, useful in analysing
performance without tax-related distortions.
Profit before Tax /
Revenue * 100
Net profit
margin for the
period (%)
Profit for the period as
a percentage of
revenue.
Indicates the percentage of revenue that is
retained as profit after all expenses, interest,
and taxes have been deducted.
Profit for the period /
Revenue * 100
Return on
assets (ROA)
(%)
Net income generated
as a percentage of
total assets.
Measures how efficiently the Group's assets are
being used to generate profit.
Profit for the period /
Average Total Assets *
100
Debt / equity
ratio (%)
Ratio of total liabilities
to total equity.
Indicates the relative proportions of
shareholders' equity and debt used to finance
the Group’s assets.
Total Liabilities /
Total Equity * 100
Capital /
assets ratio
(%)
Ratio of equity to total
assets.
Shows the extent of a Group’s assets that are
financed by owner's funds.
Total Equity /
Total Assets * 100
Actual profit
tax rate
The income tax
expense as a
percentage of profit
before tax.
Reflects the actual tax rate affecting the Group's
profits, which may include adjustments for
deferred taxes.
Income Tax Expense /
Profit before Tax * 100
Total liquidity
ratio
Current assets divided
by current liabilities.
Indicates the Group’s ability to pay off its short-
term liabilities with its short-term assets.
Current Assets /
Current Liabilities
Geographical information and other sales information
In 2023, the Groups’s core activity was tour organisation and sale of tour packages through a retail travel agency network,
internal sales channels (own retail sale offices, website, sale of flight tickets through GDS). Tours provided by Novaturas
are sold by more than 400 travel agencies in the Baltic States. E-commerce sales take place through websites of the Group
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companies of Novaturas. There were 4.4m unique visitors to the Group’s website in 2023, which is a 22.22% increase
compared with 2022 (3.6m of unique visitors).
The Group also sells tickets for its charter flights through GDS. This means that these tickets are available to agents
worldwide, and people can acquire these tickets through most popular ticket distribution platforms.
Revenue from contracts with customers structure by sales channels:
Sales channel
2023, %
2022, %
Change
Travel agencies
68.7
69.1
-0.4 pp
The Group’s travel agencies
15.3
13.7
1.6 pp
Online sales
14.2
16.1
-1.9 pp
GDS
1.8
1.1
0.7 pp
Total
100
100
Number of clients serviced by country of sale (‘000 passengers):
Country of sale
2023,
(‘000 passengers)
2022,
(‘000 passengers)
Change, %
Lithuania
145.2
141.1
2.9%
Latvia
50.2
55.6
(9.7%)
Estonia
63.87
70.2
(9.0%)
Total
259.3
266.9
(2.9%)
Tour packages was the main product of the Group, as was the case in previous years.
Product category
2023,
(‘000 passengers)
2022,
(‘000 passengers)
Change, %
Flight packages
208.9
215.5
(3.1%)
Sightseeing tours by bus
3.8
3.4
11.8%
Sightseeing tours by air
2.0
1.3
53.9%
Other (sale of flight tickets and hotel bookings)
44.6
46.7
(4.5%)
Total
259.3
266.9
(2.9%)
Turkey remained the main summer holiday destination, which was booked almost by 40% of all Novaturas customers.
Compared to 2022, 2023 was also an active skiing holiday season, and we recorded a higher demand for long-haul
destinations.
Destination
2023, %
2022, %
Change
Turkey
35.90
38.56
-2.7 pp
Egypt
14.74
15.01
-0.3 pp
Greece
10.90
14.47
-3.6 pp
Montenegro
8.04
6.36
1.7 pp
Bulgaria
6.05
6.30
-0.3 pp
Canary Island
5.76
5.70
0.1 pp
Tunisia
5.54
2.48
3.1 pp
Portugal
3.38
3.26
0.1 pp
Long hauls
2.10
1.13
1 pp
Other destinations
7.60
6.74
0.9 pp
Total
100.00
100.00
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Seasonality of the revenue from contracts withs customers by months:
Information about related party transactions
Related party transactions are presented in the Explanatory Notes to the financial statements.
Risk management
The Group’s main business partners risk
Pursuant to contracts with the key business partners, the Group is obliged to make advance payments for services ordered
(e.g. charter airlines, coach companies or hotel operators). Thus, potentially not fulfilling or not properly fulfilling contractual
obligations toward the Group and/or insolvency of the Group’s key business partners, including primarily toward charter
airlines, may have a material adverse effect on the Group's operations, its financial condition and results of operations. To
mitigate the risk Group diversifies partners and works with several aviation partners simultaneously also in big volume
destinations works with several hotel providing partners.
Credit risk
The Group’s credit risk is relatively low as payment is requested before the tour. In addition, credit limits have been granted
to travel agencies through which the majority of sales takes place. The main purpose of these credit limits is to ensure
timely payments. If they exceeded the credit limit, the Group’s reservation system automatically blocks the sales.
The Group does not provide guarantees for other parties’ liabilities. The maximum exposure to credit risk is represented
by the carrying amount of each financial asset, including derivative financial instruments, if any, in the statement of financial
position. Therefore, in the opinion of the Group’s management, maximum risk is equal to the sum trade accounts receivable
and other current assets less impairment losses.
Interest rate risk
A larger part of the Group’s borrowings consists of loans subject to a fixed interest rate, whereas the Group’s credit line as
well as the Company’s loan from Novatours OU are related to the variable interest rate, the future use of which depends
on future financial circumstances. In view of this, the Group does not use interest rate swaps and includes the relevant
interest rate risk in the sales price of products.
0
5
10
15
20
25
30
1 2 3 4 5 6 7 8 9 10 11 12
MLN. EUR
Group’s revenue dynamics by month 2019-2023
2023 2022 2021 2020 2019
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Foreign exchange risk
The vast majority of the Group’s sales revenue is received in Euros, but part of the services that make up the cost, the
most significant part of which related to flights, are acquired in US dollars.
To mitigate both aviation fuel volatility and aviation fuel related foreign exchange risk, in 2023, the Group uses derivative
financial instruments such as fuel futures (or options) and forward foreign exchange transactions, which ensure the margin
hedge for travel products sold against fuel price and currency volatility. These derivatives are not subject to hedge
accounting.
Liquidity management
The Group pursues a policy of maintaining a sufficient amount of cash and cash equivalents or to secure financing by
means of credit lines in order to fulfil its obligations under strategic plans. Liquidity risk is managed by planning the Group’s
cash flows.
As at 31 December 2023, the Group complied with all financial and non-financial covenants, under the financing
agreements of the Group companies with banks and other credit providers.
Capital management
The main purpose of capital management is to ensure that the Group meets external capital requirements and maintains
correct capital indicators so that the Group’s activities are sound and shareholder value is maximised (under IAS 1, “capital”
corresponds to equity disclosed in financial statements).
The Group manages the structure of its capital and changes it having regard to changes in the economic environment and
operating risk. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders and issue new shares.
In accordance with the Law on Companies of the Republic of Lithuania, the Company’s equity must account for at least
50% of its authorised capital, which consists of share capital and share premiums. The Company also complies with
requirements regarding equity to asset ratio from the credit providers. As at 31 December 2023, the Company complied
with these requirements.
Plans and projections
The main objectives for 2024 are the following:
• Enhance sales channels for better efficiency and service;
• Upgrade website for easier customer / partner use;
• Offer broad destination choices for competitive edge;
• Streamline operations for customer – focused data driven efficiency.
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Governance Report
As from 30 June 2020, the Company’s management bodies include the General Meeting of Shareholders, the Board and
the head of the Company – the Chief Executive Officer.
Decisions of the general meeting of shareholders taken within its remit stated in the Articles of Association are binding
upon the shareholders, the Board, the Managing Director and other employees of the Company. Shareholders who were
recorded as such as of the end of the record date are entitled to attend the general meeting of shareholders. The record
date for the purposes of the general meeting of shareholders is the 5th (fifth) working day prior to the general meeting of
shareholders or the 5th (fifth) working day prior to any adjourned general meeting of shareholders. A person taking part in
the general meeting of shareholders and entitled to vote must present a personal identity documents. A person who is not
a shareholder must pesent, in addition to the personal identity document, a document authorising his/her right to vote at
the general meeting of shareholders.
In accordance with previous the Articles of Association of the Company, valid until 6 June 2023, the Board constituted five
members elected for the term of office of four years and acting jointly as a management body of the Company. Members
of the Board were elected by the meeting of shareholders according to the Articles of Association. The Board elects the
Chair of the Board from its members. As from 6 June 2023, the restructured Board was elected by the General Meeting of
Shareholders under newly adopted version of the Articles of Association of the Company. The Board consists of three
members elected for the term of office of two years and acting jointly as a management body of the Company. Two of three
Board’s members are independent, one represents the interests of the shareholders. The Board elects the Chair of the
Board from its members. A newly elected Board of the Company performs supervisory, control and strategy development
functions. The Board appoints and recalls the Chief Executive Officer, sets his/her remuneration and other terms of
employment, provides incentives and imposes sanctions.
The Chief Executive Officer is a single - handed management body of the Company responsible for organizing routine
activities of the Company.
The Company complies, in substance, with the corporate governance recommendations provided by Nasdaq Vilnius Stock
Exchange and the best practice recommendations provided by the Warsaw Stock Exchange. A detailed list of the
recommendations implemented in the Company’s activities, together with explanations, is given below in the Governance
Report. On its website www.novaturasgroup.com, the Company also publishes a list of recommendations that are not
complied with in full or in part.
Issued capital
Issued capital of the Company amounts to EUR 234,210 and consists of 7,807,000 ordinary registered shares of EUR 0.03
par value each. The number of the shares entitling to vote at the general meeting of shareholders is 7,807,000.
Shareholders
As at 31 December 2023
As at 31 December 2022
Number of
shares held
Ownership
interest, %
Number of
shares
held
Ownership
interest, %
Willgrow (ex UAB „ME Investicija“)
779,900
9.99%
779,900
9.99%
Ugnius Radvila
740,702
9.49%
740,702
9.49%
Moonrider OU
543,346
6.96%
543,346
6.96%
Paliūnas Vidas
535,278
6.86%
535,278
6.86%
Šūmakaris Rytis
535,278
6.86%
535,278
6.86%
AS Rondam
356,489
4.57%
356,489
4.57%
Rendez Vous OU
269,975
3.46%
524,671
6.72%
Other
3,990,035
51.11%
3,791,336
48.56%
Total
7,751,003
99.28%
7,807,000
100.00%
Novaturas AB
55,997
0.72%
-
0.00%
Total
7,807,000
100.00%
7,807,000
100.00%
As at 31 December 2023 there were 6 512 shareholders within the Company.
Novaturas AB
15
Shareholders rights
None of the shareholders of the Company has any special right of control. All the shareholders have equal rights. As at 31
December 2023, the number of the shares entitling to vote at the general meeting of shareholders is 7 751 003 (55 997
shares the vote of which can’t be counted were held by the Company). An ordinary registered share grants one vote at the
general meeting of shareholders of the Company.
The Company has no information about any agreements between the shareholders that would restrict the voting rights
attached to the shares.
Information about trading in the Company’s securities
7,807,000 ordinary registered shares of Novaturas AB (ISIN code LT0000131872) are included in the Official Trading List
of Nasdaq Vilnius Stock Exchange (symbol NTU1L) and the Warsaw Stock Exchange (symbol NTU, ISIN code
LT0000131872).
Information about trading in the shares of Novaturas AB from 28 December 2018 until 31 December 2023 in Nasdaq Vilnius
Stock Exchange (Lithuania):
Year
Currency
Opening
price
Maximum
price
Minimum
price
Closing
price
Average
price
Traded
quantity,
units
Trading
volume,
EUR
2022
EUR
3.82
4.17
2.50
2.92
3.52
1,436,627
5,062,964
2023
EUR
2.90
3.62
2.89
3.43
3.27
1,628,829
5,319,690
As at 31 December 2023, the Company’s market capitalisation was EUR 26.8M.
Information about trading in the shares of Novaturas AB from 4 January 2019 until 31 December 2023 in GPW Main Market
(Poland):
Currency
Opening
price
Maximum
price
Minimum
price
Closing
price
Average
price
Traded
quantity,
units
Trading
volume,
PLN
2022
PLN
18.20
19.80
12.00
13.80
16.15
14,190
229,198
2023
PLN
14.00
24.00
13.90
16.45
18.51
19,260
356,583
0
10 000
20 000
30 000
40 000
50 000
60 000
70 000
0,0
2,0
4,0
6,0
8,0
10,0
12,0
14,0
2018.12.31 2019.12.31 2020.12.31 2021.12.31 2022.12.31 2023.12.31
Volume, Units
Price EUR/Unit
Volume and price of AB Novaturas shares in Nasdaq Vilnius Stock
Exchange
Novaturas AB
16
As at 31 December 2023, the Company’s market capitalisation was PLN 128M.
Information about own shares held by the Company
The Company did acquire 75,997 own shares on 20th September 2023 for share-based payment plan fulfilment purposes
for a total consideration of EUR 249 thousand (Note 12). On 14th December 2023, 20,000 shares were handed over in a
form of share-based payments in exchange for payment of nominal value of shares amounting to EUR 600. All liabilities
related to the transactions are fulfilled as at 31 December 2023.
The Company holds 55,997 own shares as at 31 December 2023 (none as at 31 December 2022).
Dividend
In 2018, the Board approved the dividend payment policy according to which dividend should account for 70–80% of the
profit earned by the Company. Due to the impact of the COVID-19 pandemic that started in 2020 and the associated
additional restrictions on the financing of the Company’s activities, the appropriation of the Company’s profit for 2021 -
2022, did not result to dividend payment.
Payment of dividend, according to current lending conditions, shall be pre – approved by financial lenders. Despite
profitable year 2023, the bank, which provides credit service to the Company and the Group, considering current outbound
travel market conditions and more challenging fourth quarter is not yet inclined to approve dividend payment. The
Company is planning to achieve changes to the lending conditions and dividend payment with the aim these conditions to
be primarily based on the Group’s balance sheet structure.
Procedure for amending the Articles of Association
The Articles of Association of the Company are amended according to a procedure established in the Law on Companies
by decision of the general meeting of shareholders adopted by a 2/3 majority vote of shareholders attending the meeting.
Upon adoption of such decision, the text of the amended Articles of Association is signed by a person authorised by the
General Meeting of Shareholders.
Procedure for the election and replacement and Powers of the Board Members
Members of the Board are elected and replaced by decision of the General Meeting of Shareholders. Members of the
Board analyse and evaluate the organization of Company‘s activities, financial position, financial statements, annual
reports, interim reports and exercise other powers granted to them under the law and the Articles of Association.
On 6 June 2023, the entire Members of the Board resigned and on the same day the General Meeting of Shareholders
appointed a new Board composed of: Ugnius Radvila, Gediminas Almantas and Tomas Korganas.
0
1 000
2 000
3 000
4 000
5 000
5,0
15,0
25,0
35,0
45,0
55,0
65,0
2018-12-31 2019-12-31 2020-12-31 2021-12-31 2022-12-31 2023-12-31
Volume, Units
Price PLN / Unit
Volume and price of AB Novaturas shares in Warsaw Stock
Exchange
Novaturas AB
17
Activities of the Company’s management bodies in 2023
In total in 2023 seventeen meetings of the Board were held, out of which six decisions were taken without convening a
Board meeting. The new Board has been elected on 6 June 2023 and had eleven Board meetings in 2023 out of which
four decisions were taken without convening a Board meeting. All of them had the quorum required under legal acts.
Matters considered/approved at the meetings/decisions of the Board: the organization of the Board’s activities, the
Company’s performance, the Company’s strategy, organizational structure, financial position, budget, employee’s
motivational system, etc. In addition, the new Board had regular meetings with management of the Company outside the
Board sessions, regarding current issues of the Company's activities, work organization, etc.
The Board’s meetings (of new Board appointed on 6 June 2023) were chaired by Gediminas Almantas, chairperson of the
Board.
Numbers of meetings (including decisions taken without convening the meetings) in which the current Members of the
Board took part are shown in the table below:
Current Board Member*
Board meetings/decisions
Gediminas Almantas
11
Tomas Korganas
11
Ugnius Radvila
11
Total number of meetings/decisions
11
* The current Board Members were appointed on 6 June 2023.
Two of the Board’s Members are independent and the one, namely, Ugnius Radvila is one of the major shareholder
within the Company.
Novaturas AB
18
The Board members as at 31 December 2023:
Name
Position on
the Board
Legal entity and position
Number
of shares
held in
the
Company
Start of
term
Gediminas
Almantas
Chairman of
the Board
(independent
member)
Chairs the board as independent member, has more than 17
years of experience in various companies, his areas of
expertise include organisational governance, good
governance, organisational development, crisis management,
ethics and building trust in organisations. Mr. Almantas
previously worked at Copenhagen Airport, held the position of
Director General of Lietuvos oro uostai for 4 years, and
currently is a member of the Board of Directors and chairs the
Audit Committee of Lietuvos oro uostai. As an independent
member and chairman, he has extensive experience on other
boards as well – Mr. Almantas has been a board member of
EPSO-G Group for 7 years and the chairman of the board for
4 years, the chairman of the Lithuanian Red Cross Society for
8 years, and is currently the chairman of the board of LTG
Infra. He has been an independent member of the Board of
Directors and a member of the Audit Committee of AB Oro
Navigacija since 2018.
-
06/06/2023
Tomas
Korganas
Member of
the Board
has over 20 years of experience in international companies
and boards, business development, management, mergers
and acquisitions (M&A) as well as corporate strategy. Mr.
Korganas has worked for international companies such as
BCG, Goldman Sachs, General Electric. He is also a member
of the professional mentoring programme “LT Big Brother”,
where he shares his experience with motivated young
Lithuanians around the world.
-
06/06/2023
Ugnius
Radvila
Member of
the Board
has been working for the company since its foundation. With
many years of management experience in the tourism market,
Ugnius Radvila has been a consultant and a permanent
member of the Board since 2011, ensuring continuity of work.
His priority areas in the new Board are human resources
management and attracting competences, as well as ensuring
the focus on sustainability which is one of the company’s
strategic areas of activity.
740,702
06/06/2023
Mr. Ugnius Radvila and Mr. Tomas Korganas hold management positions only within the Company. Chairman of the board
Mr. Gediminas Almantas additionally serves within the below listed other enterprises' governing bodies:
Title
Legal form, Name of entity
Code
Registered office
Chairman of the Board
AB "Lietuvos oro uostai"
120864074
Rodūnios kelias 10a, Vilnius
Chairman of the Board
AB "LTG Infra"
305202934
Geležinkelio g. 2, 02100 Vilnius
Group CEO Mr. Kristijonas Kaikaris additionally serves within the below listed Group companies' governing bodies:
Title
Legal form, Name of
entity
Code
Registered office
Sole member of the Board
SIA Novatours
40003525782
Krasta iela 105A, Riga, Latvia LV-1019
Sole member of the Board
OU Novatours
110138798
Ravala pst.6-201A, 10143 Tallinn,
Estonia
Novaturas AB
19
Information about payments to members of management bodies
Fixed part of
remuneration
paid,
EUR’000
EUR
Variable part of
remuneration
paid, EUR’000
EUR
Dividends,
EUR’000
EUR
Compensation
via Share
Based
payment
Other
payments,
EUR’000
EUR
Members of the Board
Virginijus Lepeška
10.00
-
-
-
-
Ugnius Radvila
20.90
-
-
-
-
Vidas Paliūnas
7.60
-
-
-
-
Andrius Jurkonis
7.60
-
-
-
-
Rytis Šūmakaris
7.60
-
-
-
-
Korganas Tomas
13.30
-
-
-
-
Almantas Gediminas
17.50
-
-
-
-
Total Members of the Board
84.50
-
-
-
-
CEO
Vitalij Rakovski
161.60
60.00
-
64.80
-
Kristijonas Kaikaris
7.70
-
-
-
Total CEO
169.30
60.00
-
64.80
-
All the payments to the members of the governing bodies of the Group have been executed by the Company. Other Group
companies did not pay any kind of remuneration to none the members of Group governing bodies.
The compensation to the members of the Board is based on fixed monthly payments. Shareholders meeting retains the
right for additional annual remuneration. CEO compensation is based on fixed monthly salary and profit driven components
which are annual bonus and stock option allocation. The Group does not use instruments of deferred remuneration.
Auditor
Ernst & Young Baltic UAB, a member of EY network, carried out an audit of the Company‘s and the Group statements of
financial position as at 31 December 2023, statements of comprehensive income for 2023, statements of changes in equity
and cash flow statements for the 2023, together with the explanatory notes including material accounting policy information.
The ordinary general meeting of shareholders held on 6 June 2023 elected Ernst & Young Baltic UAB as the auditor of the
Group for conducting an audit of the Group‘s annual consolidated and separate financial statements and evaluating the
consolidated annual report for 2023. The shareholders authorised the Managing Director of the Company to conclude
agreements on audit services stipulating the auditor’s fee not exceeding EUR 111k (one hundred eleven thousand)
exclusive of VAT for the audit of 2023 accounts and same value adjusted August 2024 annual inflation level for the audit
of 2024 accounts.
Global EY network covers member companies operating in 150 countries and territories and providing audit, tax
consultancy and financial advice services to both public and private sectors in various areas of business.
Disclosure of Compliance with the Corporate Governance Code for the Companies Listed on NASDAQ OMX Vilnius
The Company, acting in compliance with Article 12 (3) of the Law of the Republic of Lithuania on Securities and paragraph
25.4 of the Listing Rules of AB Nasdaq Vilnius, hereby discloses how it complies with the Corporate Governance Code for
the Companies listed on Nasdaq Vilnius as well as its specific provisions or recommendations. In case of non-compliance
with this Code or some of its provisions or recommendations, the specific provisions or recommendations that are not
complied with must be indicated and the reasons for such non-compliance must be specified. In addition, other explanatory
information indicated in this form must be provided. Structured table for required disclosures is provided in the Appendix
1.
Novaturas AB
20
Remuneration report
Human resources policy
Human resources policy pursued by the Group’s helps it to implement its strategic objectives through appropriate
management and development of employees. We are always open and fair with both existing and potential employees:
the policy provides for equal opportunities for employment, development and career irrespective of the employee‘s gender,
race, ethnicity, religion, age, disability, sexual orientation, nationality, political convictions, membership of trade unions,
social position and/or other factors in accordance with the law. The Group applies a fair remuneration system including
salaries and bonuses. We do not tolerate discrimination and disrespect; collaboration with the employees is based on
respect and trust and open and transparent communication.
Employees
Average number of employees in 2023 by main types of operations:
2023
2022
Change, %
Representatives and guides abroad
49
44
+ 11
Sales assistants in own sales channels
38
33
+ 15
Other employees
128
106
+ 21
Total
215
183
+ 17
The employee numbers do not include employees on maternity, paternity and parental leave.
Breakdown of employees (women/men) by country (number of employees, average age, number of years worked in
the organisation) The statistics cover data on employees as at 31 December 2023 (excluding employees on maternity,
paternity and parental leave as at 31 December 2023).
Estonia
Lithuania
Latvia
Group
Women
Number of employees
33
107
34
174
Average age
38,2
38,1
39,9
38,5
Average term of service (years)
2,3
3,1
3,8
3,1
Men
Number of employees
4
35
2
41
Average age
32,1
37,1
43,5
36,9
Average term of service (years)
4,7
2,3
5,6
2,7
Total number of employees
37
142
36
215
Overall average age
38,7
37,8
40,1
38,2
Average term of service (years)
2,5
2,9
3,9
3,0
The predominant part of the Group’s workforce is employed in Lithuania (142 employees of 215 in Lithuania), while the
number of employees in the other two markets is very similar, i.e. 36 in Latvia and 37 in Estonia.
Gender breakdown: women dominate the group as a whole (174 workers out of 215).
The average age of the Group’s employees is 38,2 years, and there is very little difference between the average age of
women and men (the average age of women is 38,5 years, men – 36,9 years).
On average, the period of service in the Group companies is 3 years: men, on average, have a slightly shorter tenure than
women (2,7 and 3,1 years, respectively).
Novaturas AB
21
Breakdown of employees (women/men) by main activity (average monthly salary, number of employees recalculated
to full-moth equivalent). The statistics cover data on employees in 2023 (not limited to those who worked full year).
Women
Men
Total
Employees waking in offices
Average monthly salary
2,513
3,597
2,759
Number of employees
99
29
128
Direct sales unit
Average monthly salary
2,137
2,794
2,171
Number of employees
36
2
38
Representatives abroad
Average monthly salary
1,419
1,680
1,472
Number of employees
39
10
49
Total average monthly salary
2,190
3,090
2,362
Total number of employees
174
41
215
The average monthly salary gap between men and women slightly reduced during 2023: average monthly earnings of men
was 40% (2022 – 50%) higher than women’s.
Breakdown of employees by position (average salary, number of employees recalculated to full-moth equivalent). The
statistics cover data on employees in 2022 (not limited to those who worked full year).
Women
Men
Total
Top-level executives
Average monthly salary
6,103
10,741
8,305
Number of employees
2
2
4
Middle-level managers
Average monthly salary
3,872
5,617
4,283
Number of employees
13
4
17
Project managers, managers, experts
Average monthly salary
1,958
2,389
2,037
Number of employees
159
35
194
Total average monthly salary
2,149
3,068
2,325
Total number of employees
174
41
215
In 2023 the Group’s top-level management team was made up of 2 men and 2 woman. 76% of middle level management
sector is represented by women, what in general terms represents total gender proportion within Novaturas group.
Attention to employees
The Group values its employees and their contribution to the success of its activities. We promote and support development
of competency and professional knowledge of our employees. In order to ensure opportunities for professional growth and
development, and realisation of professional ambitions for our employees, we always offer vacancies to existing employees
of Novaturas first, before looking external.
We foster a culture of shared success and cooperation in the Group, therefore, we set a budget for team building and
strengthening activities, team events, we invite all our employees to the Group’s celebrations or certain meaningful
activities, and we uphold internal traditions that help to strengthen the desired corporate culture. Division managers ensure
smooth introduction of new employees into the organization.
Novaturas AB
22
Encouraging feedback and employee engagement survey
Seeking to ensure the best possible dialogue with employees, we are open to their feedback, and we explore different
ways for them to share their feedback. Sharing feedback is part of our performance management and appraisal process:
at the end of each quarter of the year we encourage managers to run quarterly performance review meetings with
employees to discuss quarterly achievements, to review the relevance of the goals, to agree on activities/actions that will
help to achieve the goals set. We also encourage our employees to give open feedback to their managers.
During 2023 Novaturas group carried out employee survey which resulted in strong belief for the future of our organization,
however also revealed certain development aspects such as timely communication, proactive co-operation as well as need
for improvement in work / life balance. During 2023 we have started respective improvement actions which will be
continued during 2024.
Labour Council
Novaturas had Labour Council from the end of November 2019, to ensure the most transparent representation of
employees’ interests. Meetings of the Labour Council were held periodically to discuss the matters of concern to employees
and submit them to the Group’s Board.
The term of office of the elected Labour Council ended in November 2022. Upon the referral from the outgoing Labour
Council, couple of election rounds to the new Labour Council taken place during 2023 (in March and November) in
accordance with the procedure provided for in the Labour Code, but yet had not resulted to the renewal of the Labour
Council activities due to not collecting a sufficient number of candidates.
Evaluation of performance
In order to ensure the achievement of the Group’s objectives, managers hold regular quarterly performance review
meetings with their employees. During one-to-one quarterly meetings, the manager and the employee discuss the
achievement of the objectives agreed at the beginning of the year and actions aimed at achievement of objectives, assess
the relevance of the objectives and, if necessary, review them. They also discuss and agree on the prerequisites or factors
necessary for the successful achievement of goals: strengthening competency or certain skills, possible help from the
manager or colleagues, etc., and they exchange feedback. We aim for the goals set for the employee to comply with the
SMART model, that is, to be specific, measurable, achievable, relevant, and time-bound. During the annual performance
review, the manager individually discusses with each employee of his/her team the performance throughout the year,
summarises the achievements and agrees on a general assessment of the performance throughout the year.
Remuneration Policy of the Group
Reviewed, updated and approved at the General Meeting of Shareholders on 24 May 2022
The updated version of the Remuneration Policy introduced the following significant changes compared to the previous
version: (i) the Group no longer has a Remuneration and Nomination Committee which performs the functions of
supervision and control of the Remuneration Policy; (ii) considering that the Group no longer has a Supervisory Board,
changes are made to the Remuneration Policy in this regard; (iii) the terms and forms of payment of the variable
remuneration are specified.
Group’s remuneration principles
Linking remuneration to performance and aligning with shareholders’ interests: in making remuneration-related decisions,
the Group focuses on long-term, risk-adjusted performance and rewards performance that generate sustained value for
the Group.
“Shared success” culture encouragement: teamwork should be encouraged and rewarded to foster a “shared success”
culture. Contributions are considered across the Group, within business units, and at individual level when evaluating an
employee’s performance.
Attracting and retaining top talents: competitive and reasonable remuneration should help attract and retain the best talent
to grow and sustain the Group’s business.
Integrating risk management and remuneration: management bodies of the Group should generate honest, fair and
objective evaluations and identify individuals responsible for meaningful risk-related events and their accountability.
Novaturas AB
23
Good corporate governance: the Group’s good corporate governance is fostered by oversight by Board of the executive
remuneration scheme, including defining the Group’s remuneration principles, reviewing and approving the Group’s overall
incentive remuneration pools.
Transparency with shareholders: to provide shareholders with enough information and context to assess the Group’s
schemes and practices, and their effectiveness, the Group discloses to the public the essential terms and results of the
remuneration scheme applied.
Transparency with employees: the remuneration and the set of performance, competence and qualifications used to
determine the remuneration of the employee is disclosed to each employee.
Flexibility: in the event of the need to hire or retain an employee who has a significant impact on the Group’s operations or
to manage the risks arising from the change of employees, decisions may be made by the Group companies applying
exceptions to this Remuneration Policy, however, such exceptions and the reasons thereof must be disclosed to the Board
without delay.
Measures to avoid conflicts of interest
Some members of the Board are independent and provide both independent oversight and control of the Group’s
Remuneration Policy and pay practices.
Decisions on individual remuneration of Employees are made by the head of the respective Group company. The
remuneration of the CEO is determined by the Board of the Company. The Board of the Company also reviews the
remuneration of the other managers directly subordinated to Chief Executive Officer and limits thereof, as necessary.
Remuneration structure
The Group companies ensure for their employees a competitive and fair remuneration for results achieved by the Group
the employee individually. The purpose of the remuneration policy is to retain existing and attract new employees to ensure
business success.
Main components of remuneration
Fixed part of remuneration (PAD) – is the monthly salary specified in the employment contract, i.e. basic part of wage.
PAD and its amount is determined in the Employees’ employment contracts and is paid in accordance with the procedures
established by law. Members of the elected bodies who have not concluded employment contracts with the Group
companies may receive remuneration in the form prescribed by legal acts and in accordance with service provision
contracts.
Typically, PAD for Employees of Group companies are reviewed and determined once a year. PAD for the Employees of
the Company is determined by the CEO. PAD for the Employees of other Group companies is determined by the head of
the Group company.
PAD is determined in accordance with the law and the internal procedures of the Group companies.
PAD for the Company’s CEO and CFO is established by the Company’s Board. PAD for other managers directly
subordinated to CEO are reviewed by the Company’s Board.
PAD is determined considering the level of responsibility, professional experience, personal qualities required for the
position, market conditions.
Variable part of remuneration (KAD) – annual, quarterly or monthly bonus or share options. KAD is an additional
remuneration for the employee which is granted and paid at the initiative of the Group as a means of promoting and
motivating employees. KAD can be short-term (bonuses, supplements for additional project) and long-term (share options).
The purpose of KAD is to motivate employees for their good performance, for good performance or results of the Group or
its department or all the Group. KAD may form significant part of the annual PAD and, in exceptional cases, may exceed
the PAD for top management.
Short – term incentives. Annual bonuses are paid to top management based on the achievement of Group’s net profit (or
EBITDA) result (or other profitability indicator) and/or considering the change in the share price. The Boards of the Group
companies determine the specific results to be achieved by top-management, award criteria and the procedures for
calculating bonuses. Bonuses are paid to other Employees depending on the Group’s net profit (or EBITDA) result (or
Novaturas AB
24
other profitability indicator) and other objectively identifiable and measurable indicators. The specific results to be achieved
and the procedure for calculating bonuses and award criteria is determined by CEO of the Company. Board members may
be paid royalties in accordance with procedures established by law.
Long-term incentives. Share options are granted to top management of the Group Companies, employees and members
of the Board of the Company in accordance with the Rules for Granting Shares approved by the Company’s shareholders’
meeting and published on the Group’s website. The purpose of the rules for granting shares of the Company and granting
the share options is to safeguard the business strategy, long term goals and interests of the Group by providing additional
measures to motivate and retain professional, qualified and competent team with diverse knowledge and experience and
to encourage employees of the Group, Board members to contribute to the success of the Group, to increase the financial
and property interests of employees and to promote long-term work in the Group, thus increasing the value of the Group
and aligning long term interests of themselves and the Group.
Other monetary remuneration (KPA) – supplements or other benefits; Employee may be paid a supplement for additional
work, performance of additional functions not provided for in their employment contract and/or job description, or
performance of additional tasks. Supplements is determined by the order of CEO of the Company or the head of the
Subsidiary. The supplement is not included in the amount of PAD set for the employee.
Other benefits (KN) are benefits provided to the employee that have a financial value but do not involve monetary bonuses,
i.e. non-monetary benefits. The package of indirect financial benefits is selected taking into account the financial position
and strategy of the Group or its individual company, as well as the principles of fairness, equality and transparency and
the situation in the labour market.
Severance payments and non-competition
In accordance with the national legal acts of the respective company of the Group, employees might be entitled to
severance payments upon termination of their employment (except for certain termination grounds, such as on ones own
will, due to the reasons attributable to the employees fault, etc.).
Group companies do not normally have prior arrangements for severance pay, supplementary pensions or early retirement
arrangements, but in exceptional cases and subjects to the decisions of the relevant competent authority such
arrangements are possible. The maximum possible severance pay for an employee is the amount of his/her average salary
for 12 (twelve) months, unless the Board decides to grant a higher severance pay in a specific case. No termination benefits
are paid upon resignation or removal of the respective member of the Board. Non-competition agreements may be entered
with the top management on the initiative of the Group.
Disclosure
This Remuneration Policy is available on the website of the Group https://www.novaturasgroup.com and a paper version
will be made available upon the request to the Company.
The Remuneration Policy is part of the Group companies’ policies and procedures and as such the main principles are
available to all employees. The employees are regularly informed about their remuneration, criteria used to measure
performance and the link between performance and pay.
During 2022 the Company and the Group granted 33,400 units of share options, out of which 12,060 units lapsed during
2023 and 21,340 units survived as at 31 December 2023.
During 2023 the company granted 62,597 units of share options, out of which 8,070 lapsed during 2023, 20,000 units were
executed, and 34,527 units survived as at 31 December 2023. Furthermore, the Company and the Group estimated a
minimum of 52,525 units of share options to be granted during 2024 (based on results of 2023).
21,340 of granted share option units shall vest during the year 2025, 34,527 units during 2026 and 52,525 during 2027.
Vested option will entitle option holder to purchase one share in the Company at nominal value. This right will arise if the
option holder retains the option until the vesting date and it can be exercised before the end of the exercise period. The
share option vesting condition is subject to a number of restrictions, particularly the existence of an employment relationship
between the option holder and the Group company on the vesting date.
Novaturas AB
25
Below are presented dynamics of annual group net profit and average monthly remuneration:
2019
2020
2021
2022
2023
Average monthly remuneration (EUR)
1,636
1,633
1,923
2,082
2,527
Group net profit (loss) (EUR'000)
4,214
(5,750)
1,026
(722)
3,588
Other benefits
We strive to ensure that the additional benefits we offer in our Group companies for employees reflect and represent the
values we adhere, the culture we foster, and the employee experience we create.
Health insurance
We are concerned about the physical and emotional well-being of our employees: we provide them with supplementary
health insurance (depending on individual needs) and we offer them the choice of one of the four health insurance plan
types best suited to a particular stage of their life. In case of an insured event, the insurance companies cover 80–100%
expenses incurred by the employee for health care services provided (outpatient, inpatient or rehabilitation treatment),
preventive health checks, vaccination, prescription drugs, and partially or fully covers various other medical services.
Health insurance covers employees for a period of one year.
Additional benefits
We also care for the important events in the lives of our employees: they are entitled to certain lump-sum payments for life
events, such as a wedding, a child’s birth, or a loss of a close family member, and we celebrate holidays together (we have
birthday gifts for employees, and Christmas gifts for both employees and their children under 12 years old).
Flexible work schedule and hybrid working model
To ensure the best possible work-life balance, the Group offers employees the opportunity to work remotely, and to have
workations once a year. The employees can also select working hours that suit them if a justifiable need exists.
Safe working environment
The Group maintains safe and reliable working environment in accordance with national standards.
Student practice
The Group collaborates with higher educational establishments by enabling students to have their practice periods at the
Group and get acquainted with its activities. The most motivated students who achieve beat results receive offers to work
with the Group.
Social responsibility initiatives of the Group: Support for animal shelters
The Group encourages its employees to contribute to supporting animal welfare organisations. Voluntary assistance
weekends are organised, during which the employees help the shelter staff and animals.
Market abuse, anti-corruption
The Group has implemented and is following internal Rules for Use, Management and Ensuring Confidentiality of Inside
Information where it is determined all reasonably necessary measures on order that the Group would prevent, within the
limits of its control, dealing in securities of the Group by making use of inside information, unlawful disclosure of inside
information and ensure confidentiality of inside information.
The Group has also implemented the Policy of Support, according to which the support may not be granted to finance
politicians, political parties, or their representatives/candidates, election campaigns, foundations or other organizations
established by politicians. The group may allocate support only based on the legal acts regulating the allocation of support
and in accordance with internal rules provided for in the Policy of Support.
The Group is also going to implement anti-corruption policy, Group code of ethics and other policies in order to ensure the
standards of ethics, honesty and transparency in activities
.
Novaturas AB
26
Activity of the Group in sustainability area
On 9 November 2021, at the UN Climate Conference in Glasgow (COP26), United Nations launched an ambitious plan for
the tourism industry to reach net zero by 2050. The new roadmap sets targets and benchmarks for the travel industry and
offers practical recommendations for businesses on how they can achieve the set targets. For instance, hotels could bring
in measures to improve energy efficiency, while new ones can be built using sustainable design practices. Airlines can
improve existing aircraft technology by retrofitting and reducing weight, which increases fuel efficiency and lowers
emissions. The cruise industry can reduce emissions by upgrading existing ships (through HVAC and lighting upgrades)
and designing new ships to maximise energy efficiency.
In response to the challenge of zero net emissions, the Group is continuously adapting its business to the expected
developments in the industry. During 2023 Novaturas Group launched a new business strategy for 2023-2025 with
sustainability being one of the cornerstones.
Aviation
When choosing air carriers Novaturas Group takes into account their impact on climate change. Last year in Latvia we
expanded cooperation with airBaltic, which stands out in Europe for its one of the newest and most environmentally friendly
fleet of aircraft.
Meanwhile in Estonia, Novatours OU announced a new long-term partnership with Heston Airlines. This partnership is
expected to make a significant contribution to travelers’ comfort, service quality, safety and sustainability of the travel.
Heston Airlines will carry the Group customer on a modern Airbus A320 aircraft which ensures better fuel efficiency.
Sustainable choice hotels
Novaturas was the first major tour operator in the Baltic States to offer customers the option of selecting hotels based on
sustainability labelling. In addition to location, room type and other amenities, customers can now choose accommodations
that operate responsibly and focus on managing social and environmental impacts. These hotels are marked with
“Sustainable choice” label on the Group’s renewed website. Currently, these hotels already make up over a third of our
offerings in Lithuania, Latvia and Estonia, and the selection is set to expand further.
Novaturas has relied on a third-party certification and labelling system to select accommodation that operates responsibly.
This means that “sustainable choice” hotels have a sustainability label recognized by the Global Sustainable Tourism
Council (GSTC).
Our goal is to offer traveller the opportunity to select a hotel that prioritizes nature conservation, waste reduction, community
support and cultural heritage preservation. These seemingly small steps mar the start of a journey towards creating a
sustainable environment that benefits hotel, city, country, and the globe.
Novaturas AB
27
Approval by officers of the Company
In accordance with Article 22 of the Republic of Lithuania Law on Securities and the Information Disclosure Rules of the
Bank of Lithuania, the undersigned Kristijonas Kaikaris, Chief Executive Officer of Novaturas AB, and Vygantas Reifonas,
Chief Financial Officer of Novaturas AB, confirm that, to the best of our knowledge, the consolidated annual report of
Novaturas AB for 2023 presents a true overview of business development and activities and an overall position of
consolidated companies, together with a description of existing main risks and uncertainties.
Kristijonas Kaikaris Chief Executive Officer
Vygantas Reifonas Chief Financial Officer
Novaturas AB
28
The Consolidated and the Company’s Financial Statements for the
year ended 31 December 2023
Thousand EUR, unless stated otherwise
Statements of financial position
Notes
Group | Company | ||||||
As at 31 | As at 31 | As at 1 | As at 31 | As at 31 | As at 1 | ||
December | December | January | |||||
2023 | 2022 | 2022 | 2023 | 2022 | 2022 | ||
(restated)* | (restated)* | (restated)* | (restated)* | ||||
ASSETS | |||||||
Non-current assets | |||||||
Goodwill | 4 | 30,327 | 30,327 | 30,327 | |||
Other intangible assets | 4 | 809 | 627 | 127 | |||
Property, plant and equipment | 113 | 59 | 52 | ||||
Right-of-use assets | 5 | 201 | 239 | 221 | |||
Investments in subsidiaries | 6 | 2,859 | 2,859 | 2,859 | |||
Non-current receivables | - | 12 | 15 | ||||
Deferred income tax asset | 525 | 872 | 817 | ||||
Total non-current assets | 34,834 | 34,995 | 34,418 | ||||
Current assets | |||||||
Prepayments | 7 | 4,093 | 5,885 | 3,236 | |||
Capitalized contract costs | 8 | 1,250 | 1,215 | 611 | |||
Trade accounts and other receivables | 9 | 1,960 | 746 | 561 | |||
Contract assets | 9 | 120 | 170 | 18 | |||
Receivable from related | 25 | 4,007 | 1,590 | 177 | |||
parties | |||||||
Prepaid income tax | 23 | 4 | 4 | 69 | |||
Other current assets | 233 | 205 | 378 | ||||
Restricted cash | 11 | - | 200 | 200 | |||
Cash and cash | 11 | 1,434 | 448 | 432 | |||
equivalents | |||||||
Total current assets | 13,101 | 10,463 | 5,682 | ||||
TOTAL ASSETS | 47,935 | 45,458 | 40,100 |
(Continued in the next page)
* Note 2
The accompanying notes are an integral part of these financial statements.
Novaturas AB
29
Statements of financial position (continued)
Notes
Group | Company | ||||||
As at 31 | As at 31 | As at 1 | As at 31 | As at 31 | As at 1 | ||
December | December | January | December | December | January | ||
2023 | 2022 | 2022 | 2023 | 2022 | 2022 | ||
(restated)* | (restated)* | (restated)* | (restated)* | ||||
EQUITY AND LIABILITIES | |||||||
Equity | |||||||
Share capital | 234 | 234 | 234 | ||||
Cash flow hedge reserve | ( | - | - | (3) | |||
Own shares acquired | ( | (183) | - | - | |||
Reserve for acquisition of own shares | 12 | 1,250 | 1,250 | - | |||
Legal reserve | 12 | 29 | 29 | 29 | |||
Foreign currency | 12 | - | - | - | |||
translation reserve | |||||||
Retained earnings | 10,363 | 8,537 | 10,473 | ||||
Total equity | 11,693 | 10,050 | 10,733 | ||||
Non-current payables | |||||||
and liabilities | |||||||
Non-current borrowings | 13, 25 | 14,237 | 13,205 | 18,603 | |||
Lease liabilities | 5 | 133 | 128 | 134 | |||
Total non-current | 14,370 | 13,333 | 18,737 | ||||
payables and liabilities | |||||||
Current liabilities | |||||||
Current portion of non- current loans | 13, 25 | 735 | 1,975 | 1,578 | |||
Trade accounts payable | 1,950 | 7,122 | 1,062 | ||||
Payables to related | 25 | 8,663 | 3,746 | 2,559 | |||
parties | |||||||
Contract liabilities | 16 | 6,946 | 8,073 | 4,309 | |||
Income tax payable | 117 | - | - | ||||
Lease liabilities | 5 | 88 | 123 | 109 | |||
Derivative financial | 10 | 229 | - | - | |||
instruments | |||||||
Provisions | 15 | 1,574 | - | - | |||
Other current liabilities | 15 | 1,570 | 1,036 | 1,013 | |||
and accrued expenses | |||||||
Total current liabilities | 21,872 | 22,075 | 10,630 | ||||
TOTAL EQUITY AND LIABILITIES | 47,935 | 45,458 | 40,100 |
(Concluded)
* Note 2
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 30 April 2024
Chief Financial Officer
Vygantas Reifonas
As at 30 April 2024
Novaturas AB
30
Statements of comprehensive income
Notes
Group | Company | ||||
2023 | 2022 | 2023 | 2022 | ||
(restated)* | (restated)* | ||||
Revenue from the contracts with customers | 17 | 119,446 | 108,330 | ||
Cost of sales | 18 | ( | ( | (102,765) | (96,660) |
Gross profit | 16,681 | 11,670 | |||
Selling expenses | 20 | ( | ( | (9,197) | (8,156) |
General and administrative expenses | 21 | ( | ( | (3,721) | (2,925) |
Other operating income | 345 | 241 | |||
Other operating expenses | ( | (699) | - | ||
Operating profit | 3,409 | 830 | |||
Finance income | 22 | 587 | 766 | ||
Including interest income | 22 | 128 | - | ||
Finance (expenses) | 22 | ( | ( | (1,787) | (2,260) |
Including interest expenses | 22 | ( | ( | (1,579) | (1,254) |
Profit before tax | ( | 2,209 | (664) | ||
Income tax (expense) | 23 | ( | ( | (463) | (21) |
Net profit (loss) | ( | 1,746 | (685) | ||
Other comprehensive income, to be reclassified to profit or loss in subsequent | |||||
periods | |||||
Result of changes in cash flow hedge reserve | - | 3 | |||
Impact of income tax | - | - | |||
Total other comprehensive income | - | 3 | |||
Total comprehensive income | ( | 1,746 | (682) | ||
Net profit attributable to: | |||||
To the equity holders of the Company | ( | 1,746 | (685) | ||
Non-controlling interests | - | - | |||
( | 1,746 | (685) | |||
Total comprehensive income attributable to: | |||||
To the equity holders of the Company | ( | 1,746 | (682) | ||
Non-controlling interests | - | - | |||
( | 1,746 | (682) | |||
Earnings per share (EPS) for continuing operations: | |||||
Basic and diluted, profit for the period | |||||
attributable to ordinary equity holders of the parent (in EUR) | 26 | ( |
* Note 2
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 30 April 2024
Chief Financial Officer
Vygantas Reifonas
As at 30 April 2024
Novaturas AB
31
Statements of changes in equity
Equity | ||||||||||||
Cash flow | Own shares | Foreign | Retained | attributable | ||||||||
Group | Notes | Issued | hedge | Own shares | acquisition | Legal | currency | earnings | to the equity | |||
capital | reserve | acquired | reserve | reserve | translation | (restated) | holders of | |||||
(restated) | reserve | the parent | ||||||||||
company | ||||||||||||
Balance reported as at 31 December | ( | |||||||||||
2021, Restatement due to change in accounting policy | as originally reported | 2 | ||||||||||
Restatement due to correction of the error | 2 | ( | ( | |||||||||
Restated balance as at 31 December | ( | |||||||||||
2021 | ||||||||||||
Net profit (loss) for period | ( | ( | ||||||||||
Other comprehensive income (loss) | ||||||||||||
Total comprehensive income (loss) | ( | ( | ||||||||||
Transfer to own share acquisition reserve | 12 | ( | ||||||||||
Restated balance as at 31 December | ||||||||||||
2022 | ||||||||||||
Net profit (loss) for period | ||||||||||||
Total comprehensive income (loss) | ||||||||||||
Share based payments | 27 | |||||||||||
Acquisition of own shares | 1 | ( | ( | |||||||||
Balance as at 31 December 2023 | ( | |||||||||||
(Continued in the next page)
Novaturas AB
32
Statements of changes in equity (continued)
Company
Notes
Issued
capital
Cash flow
hedge
reserve
Own shares
acquired
Own shares
acquisition
reserve
(restated)
Legal
reserve
Foreign
currency
translation
reserve
Retained
earnings
(restated)
Equity
attributable
to the equity
holders of
the parent
company
Balance reported as at 31 December
2021, as originally reported
234
(3)
-
-
29
-
10,454
10,714
Restatement due to change in
accounting policy
2
-
-
-
-
-
-
120
120
Restatement due to correction of the
error
2
-
-
-
-
-
-
(101)
(101)
Restated balance as at 31 December
2021
234
(3)
-
-
29
-
10,473
10,733
Net profit (loss) for period
-
-
-
-
-
-
(686)
(686)
Other comprehensive income (loss)
-
3
-
-
-
-
3
Total comprehensive income (loss)
-
3
-
-
-
-
(686)
(683)
Transfer to own share acquisition reserve
12
1,250
(1,250)
-
Restated balance as at 31 December
2022
234
-
-
1,250
29
-
8,537
10,050
Net profit (loss) for period
-
-
-
-
-
-
1,746
1,746
Total comprehensive income (loss)
-
-
-
-
-
-
1,746
1,746
Share based payments
27
-
-
-
-
-
-
80
80
Acquisition of own shares
1
-
-
(183)
-
-
-
-
(183)
Balance as at 31 December 2023
234
-
(183)
1,250
29
-
10,363
11,693
(Concluded)
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 30 April 2024
Chief Financial Officer
Vygantas Reifonas
As at 30 April 2024
Novaturas AB
33
Statements of cash flows
Notes
Group | Company | ||||
2023 | 2022 | 2023 | 2022 | ||
(restated)* | (restated)* | ||||
Cash flows from (to) operating activities | |||||
Net profit | ( | 1,746 | (685) | ||
Adjustments for non-cash items: | |||||
Depreciation and amortisation | 20, 21 | 265 | 179 | ||
Income tax for the reporting period | 23 | 463 | 21 | ||
Elimination of financial, investment and other non-cash | 1,528 | 473 | |||
activity results | 4,002 | (12) | |||
Changes in working capital: | |||||
(Increase)/decrease in prepayments | ( | 1,792 | (2,649) | ||
(Increase)/decrease contract costs | ( | ( | (35) | (604) | |
(Increase)/decrease in trade and other receivables | ( | ( | (3,619) | (1,595) | |
(Increase)/decrease in contract assets | ( | 50 | (152) | ||
(Increase)/decrease in other current assets | ( | (28) | 173 | ||
Increase/(decrease) in trade accounts payable payables | ( | (255) | 7,247 | ||
Increase/(decrease) in contract liabilities | ( | (1,127) | 3,764 | ||
Income tax paid | - | 189 | |||
Change in derivative financial instruments | 229 | - | |||
Increase/(decrease) in provisions | 1,574 | - | |||
Increase/(decrease) in other current liabilities and accrued | ( | 534 | 23 | ||
expenses | |||||
Net cash flows from (to) operating activities | 3,117 | 6,384 | |||
Cash flows from (to) investing activities | |||||
(Acquisition) of non-current assets (excluding investments) | ( | ( | (463) | (548) | |
Proceeds from sale of non-current assets (except | - | 64 | |||
investments) | |||||
Net cash flows from (to) investing activities | ( | ( | (463) | (484) | |
Cash flows from (to) financing activities | |||||
Loans received | 13 | 6,000 | - | ||
(Repayment) of loans | 13 | ( | ( | (6,208) | (5,000) |
Interest (paid) | 13 | ( | ( | (1,231) | (733) |
Lease and related interests (paid) | 5 | ( | ( | (180) | (151) |
Own shares purchase | 1 | ( | (249) | - | |
Net cash flows from (to) financing activities | ( | ( | (1,868) | (5,884) | |
Net increase (decrease) in cash flows | ( | 786 | 16 | ||
Cash and cash equivalents at the beginning of the period | 648 | 632 | |||
Cash and cash equivalents at the end of the period | 1,434 | 648 |
* Note 2
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 30 April 2024
Chief Financial Officer
Vygantas Reifonas
As at 30 April 2024
Novaturas AB
34
Notes to the financial statements
As at 31 December 2023 | As at 31 December 2022 | |||
Number of | Ownership | Number of | Ownership | |
shares | ||||
shares held | interest, % | held | interest, % | |
Willgrow (ex UAB „ME Investicija“) | 779,900 | 9.99% | 779,900 | 9.99% |
Ugnius Radvila | 740,702 | 9.49% | 740,702 | 9.49% |
Moonrider OU | 543,346 | 6.96% | 543,346 | 6.96% |
Paliūnas Vidas | 535,278 | 6.86% | 535,278 | 6.86% |
Šūmakaris Rytis | 535,278 | 6.86% | 535,278 | 6.86% |
AS Rondam | 356,489 | 4.57% | 356,489 | 4.57% |
Rendez Vous OU | 269,975 | 3.46% | 524,671 | 6.72% |
Other | 3,990,035 | 51.11% | 3,791,336 | 48.56% |
Total | 7,751,003 | 99.28% | 7,807,000 | 100.00% |
Novaturas AB | 55,997 | 0.72% | - | 0.00% |
Total | 7,807,000 | 100.00% | 7,807,000 | 100.00% |
The Group consists of Novaturas AB and the following subsidiaries (hereinafter – the Group):
| Part of | Part of | |||||||
| shares | shares | |||||||
Registered | Registered | held by | held by | Core | ||||
Company | Code | at | office | the Group | the Group | activities | ||
| as at 31 | as at 31 | |||||||
| December | December | |||||||
Latvian | Kr. | 2023, | % | 2022, | % | Organization | ||
Novatours SIA | 40003525782 | registry of | Valdemara | 100% | 100% | and | ||
enterprises | St. 100, | distribution | ||||||
Riga, Latvia | of tours. | |||||||
Estonian | Ravala g. 6, | Organization | ||||||
Novatours OU | 110138798 | registry of | Tallinn, | 100% | 100% | and | ||
enterprises | Estonia | distribution | ||||||
of tours. | ||||||||
Lithuanian | Konstitucijos | Organization | ||||||
Aviaturas ir Partneriai UAB | 124266117 | registry of | ave. 15/5, | 100% | 100% | and | ||
enterprises | Vilnius, | distribution | ||||||
Lithuania | of tours. | |||||||
Romanian | M. Caramfil | |||||||
Novatours Holidays SRL | 22801786 | registry of | st. 53, | 100% | 100% | Dormant | ||
enterprises | Bucharesht, | |||||||
Romania | ||||||||
Since 2010, the subsidiary of the Company SRL Novatours Holidays was not active. |
The Company has a branch registered at J. Jasinskio st. 16, Vilnius, Lithuania. The registration code of the branch is
125142371. Operating results of the branch are included in the financial statements of the Company.
Novaturas AB
35
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As originally | Changes in | Restated | |||
Group | reported | Errors | accounting | Reclassifi- | |
As at 1st January | corrected | cations | As at 1st January | ||
2022 | policy | 2022 | |||
Prepayments | 6,244 | - | - | (1,861) | 4,383 |
Capitalized contract costs | - | 388 | - | 972 | 1,360 |
Trade accounts and other receivables | 167 | - | - | 901 | 1,068 |
Contract assets | - | - | - | 49 | 49 |
Other current assets | 471 | - | - | (61) | 410 |
Total current assets | 12,871 | 388 | - | - | 13,259 |
TOTAL ASSETS | 44,641 | 388 | - | - | 45,029 |
Reserve for acquisition of own shares | - | - | - | - | - |
Retained earnings | 14,683 | 267 | (181) | - | 14,769 |
Total equity | 15,088 | 267 | (181) | - | 15,174 |
Contract liabilities | - | - | - | 8,301 | 8,301 |
Advances received | 8,615 | - | - | (8,615) | - |
Other current financial liabilities | 4 | - | - | (4) | - |
Other current liabilities and accrued | 1,328 | 121 | 181 | 318 | 1,948 |
expenses | |||||
Total current liabilities | 17,114 | 121 | 181 | - | 17,416 |
TOTAL EQUITY AND LIABILITIES | 44,641 | 388 | - | - | 45,029 |
As originally | Changes in | Restated | ||||
Group | reported | Errors | accounting | Reclassifi- | ||
2022 | corrected | policy | cations | 2022 | ||
Selling expenses | (15,804) | (118) | 214 | - | (15,708) | |
Operating profit | 222 | (118) | 214 | - | 318 | |
Profit before tax | (755) | (118) | 214 | - | (659) | |
Net profit (loss) | (818) | (118) | 214 | - | (722) | |
- | ||||||
Total comprehensive income | (815) | (118) | 214 | - | (719) | |
- | ||||||
Net profit attributable to: | - | - | - | - | - | |
To the equity holders of the Company | (818) | (118) | 214 | - | (722) | |
- | - | - | ||||
- | ||||||
Total comprehensive income | - | - | - | - | - | |
attributable to: | ||||||
To the equity holders of the Company | (815) | (118) | 214 | - | (719) | |
- | - | - | ||||
- | ||||||
Earnings per share (EPS) for continuing operations: | - | - | - | - | - | |
Basic and diluted, profit for the period | ||||||
attributable to ordinary equity holders | (0.10) | (0.02) | 0.03 | - | (0.09) | |
of the parent (in EUR) |
Novaturas AB
45
Novaturas AB
46
As originally | Changes in | Restated | |||
reported | Errors | accounting | Reclassifi- | ||
As at 1st January | corrected | cations | As at 1st January | ||
2022 | policy | 2022 | |||
Prepayments | 4,107 | - | - | (871) | 3,236 |
Capitalized contract costs | - | - | 187 | 424 | 611 |
Trade accounts and other receivables | 149 | - | - | 412 | 561 |
Contract assets | - | - | - | 18 | 18 |
Receivable from related parties | 177 | - | - | - | 177 |
Other current assets | 361 | - | - | 17 | 378 |
Total current assets | 5,495 | - | 187 | - | 5,682 |
TOTAL ASSETS | 39,913 | - | 187 | - | 40,100 |
Reserve for acquisition of own shares | - | - | - | - | - |
Retained earnings | 10,454 | (101) | 120 | - | 10,473 |
Total equity | 10,714 | (101) | 120 | - | 10,733 |
Contract liabilities | - | - | - | 4,309 | 4,309 |
Advances received | 4,522 | - | - | (4,522) | - |
Other current financial liabilities | 4 | - | - | (4) | - |
Other current liabilities and accrued expenses | 628 | 101 | 67 | 217 | 1,013 |
Total current liabilities | 10,462 | 101 | 67 | - | 10,630 |
TOTAL EQUITY AND LIABILITIES | 39,913 | - | 187 | - | 40,100 |
As originally | Changes in | Restated | ||||
Company | reported | Errors | accounting | Reclassifi- | ||
2022 | corrected | policy | cations | 2022 | ||
Selling expenses | (8,184) | (80) | 108 | - | (8,156) | |
Operating profit | 802 | (80) | 108 | - | 830 | |
Profit before tax | (692) | (80) | 108 | - | (664) | |
Net profit (loss) | (713) | (80) | 108 | - | (685) | |
Total comprehensive income | (710) | (80) | 108 | - | (682) | |
Net profit attributable to: | - | - | - | - | - | |
To the equity holders of the Company | (713) | (80) | 108 | - | (685) | |
- | - | - | - | - | ||
Total comprehensive income | - | - | - | - | - | |
attributable to: | ||||||
To the equity holders of the Company | (710) | (80) | 108 | - | (682) | |
- | - | - | - | - | ||
Earnings per share (EPS) for continuing operations: | - | - | - | - | - | |
Basic and diluted, profit for the period attributable to ordinary | (0.09) | (0.01) | 0.01 | - | (0.09) | |
equity holders of the parent (in EUR) |
Novaturas AB
47
3 Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with International Financial Reporting Standards, as adopted by the
EU, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses and disclosure of contingencies. The significant areas of estimation used in the preparation of the
accompanying financial statements relate to impairment evaluation of goodwill (Notes 4) and investments in subsidiaries
(Note 6), recoverability assessment of prepayments made (Notes 7), provision for legal case and recognition of related
compensation receivable (Note 15) and deferred tax liability related to retained earnings of subsidiaries (Note 2.3.7.).
Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effect of any
changes in estimates will be recorded in the financial statements, when determinable.
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Effects of estimated | |
Description of the change in assumption used | impairment on value of |
goodwill, EUR‘000 | |
WACC rate increase by 1 pp (11,34% to 12,34%) | 1 500 |
Growth of sales through own channels reduces by 5pp (10% to 5% during 2025 - 2027 | 3 940 |
Profitability per customer reduces by 10 % during 2025 - 2028 | 3 560 |
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Group | Goodwill | Software | Total |
Acquisition cost: | |||
Balance as of 31 December 2021 | 30,327 | 816 | 31,143 |
Additions | - | 506 | 506 |
Write-offs | - | - | - |
Balance as of 31 December 2022 | 30,327 | 1,322 | 31,649 |
Additions | - | 292 | 292 |
Write-offs | - | (33) | (33) |
Balance as of 31 December 2023 | 30,327 | 1,581 | 31,908 |
Accumulated amortisation/impairment: | - | ||
Balance as of 31 December 2021 | - | 689 | 689 |
Amortisation charge for the year | - | 6 | 6 |
Write-offs | - | - | - |
Balance as of 31 December 2022 | - | 695 | 695 |
Amortisation charge for the year | - | 77 | 77 |
Write-offs | - | - | - |
Balance as of 31 December 2023 | - | 772 | 772 |
Net book value as of 31 December 2023 | 30,327 | 809 | 31,136 |
Net book value as of 31 December 2022 | 30,327 | 627 | 30,954 |
Net book value as of 31 December 2021 | 30,327 | 127 | 30,454 |
Company | Goodwill | Software | Total |
Acquisition cost: | - | ||
Balance as of 31 December 2021 | 30,327 | 723 | 31,050 |
Additions | - | 506 | 506 |
Write-offs | - | - | |
Balance as of 31 December 2022 | 30,327 | 1,229 | 31,556 |
Additions | - | 258 | 258 |
Write-offs | - | - | |
Balance as of 31 December 2023 | 30,327 | 1,487 | 31,814 |
Accumulated amortisation/impairment: | - | ||
Balance as of 31 December 2021 | - | 596 | 596 |
Amortisation charge for the year | 6 | ||
Write-offs | - | - | |
Balance as of 31 December 2022 | - | 602 | 602 |
Amortisation charge for the year | 76 | ||
Write-offs | - | - | |
Balance as of 31 December 2023 | - | 678 | 678 |
Net book value as of 31 December 2023 | 30,327 | 809 | 31,136 |
Net book value as of 31 December 2022 | 30,327 | 627 | 30,954 |
Net book value as of 31 December 2021 | 30,327 | 127 | 30,454 |
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Right-of-use assets: | Group | Company |
Balance as of 31 December 2021 | 346 | 221 |
Additions | 196 | 157 |
Depreciation for the year | (204) | (139) |
Balance as of 31 December 2022 | 338 | 239 |
Additions | 251 | 116 |
Depreciation for the year | (231) | (154) |
Balance as of 31 December 2023 | 358 | 201 |
Lease liabilities: | Group | Company |
Balance as of 31 December 2021 | 378 | 243 |
Additions | 214 | 159 |
Payments made | (208) | (139) |
Interest paid | (17) | (12) |
Balance as of 31 December 2022 | 367 | 251 |
Additions | 295 | 150 |
Payments made | (231) | (163) |
Interest paid | (30) | (17) |
Balance as of 31 December 2023 | 401 | 221 |
2023 | 2022 | |||
Group | Company | Group | Company | |
Depreciation expense on right-of-use assets | 231 | 154 | 204 | 139 |
Interest expense on lease liabilities | 30 | 17 | 17 | 12 |
Expense relating to short-term leases | 231 | 163 | 208 | 139 |
2023 | 2022 | |||
Group | Company | Group | Company | |
Non-current lease liabilities | 235 | 133 | 179 | 128 |
Current lease liabilities | 166 | 88 | 188 | 123 |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Prepayments | ||||
Prepayments to service suppliers | 6,055 | 15,905 | 4,196 | 6,484 |
Impairment losses for doubtful balances | (269) | (765) | (103) | (599) |
Total of prepayments | 5,786 | 15,140 | 4,093 | 5,885 |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Cost to obtain a contract | 718 | 718 | 325 | 367 |
Cost to fulfill a contract | 3,314 | 1,941 | 925 | 848 |
Total of capitalized contract costs | 4,032 | 2,659 | 1,250 | 1,215 |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Trade accounts receivables | ||||
Trade receivable, gross | 1,257 | 927 | 655 | 870 |
Less: Impairment losses for doubtful receivable | (354) | (408) | (351) | (399) |
Total of trade accounts receivables | 903 | 519 | 304 | 471 |
Other receivables | ||||
Compensation receivable for Get-Jet Airlines case | 1,000 | - | 1,000 | - |
Deposits to the service suppliers | 1,316 | 1,157 | 234 | 74 |
Subsidies receivable from government | 40 | 249 | 40 | 89 |
VAT receivable | 356 | 85 | 262 | 32 |
Other | 362 | 103 | 120 | 80 |
Total of other receivables | 3,074 | 1,594 | 1,656 | 275 |
Contract assets | 223 | 233 | 120 | 170 |
Total of trade accounts receivables and other current assets | 4,200 | 2,346 | 2,080 | 916 |
Individually assessed impairment | ||
Group | Company | |
Balance as at 31 December 2021 | (131) | (120) |
Reversal of allowance for expected credit loss for the year | - | - |
Written off amounts | - | - |
Allowance for expected credit loss for the year | (277) | (279) |
Balance as at 31 December 2022 | (408) | (399) |
Reversal of allowance for expected credit loss for the year | 49 | 48 |
Written off amounts | ||
Allowance for expected credit loss for the year | 5 | |
Balance as at 31 December 2023 | (354) | (351) |
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Receivables, | Receivables past due but not impaired | ||||||
neither past | |||||||
Group | due nor | Less | More | 90- | Total | ||
allowed for | than 30 | 30-60 | 60-90 | than | 120 | ||
expected | days | days | days | 120 | days | ||
2023 | credit loss | days | |||||
Trade accounts receivables (including | 344 | 326 | 183 | 77 | 496 | 54 | 1,480 |
contract assets) | |||||||
Less: Impairment losses for doubtful | (354) | (354) | |||||
receivables | |||||||
Total trade accounts receivables | 344 | 326 | 183 | 77 | 142 | 54 | 1,126 |
(including contract assets) | |||||||
2022 | |||||||
Trade accounts receivables (including | 665 | 19 | 10 | 17 | 438 | 11 | 1,160 |
contract assets) | |||||||
Less: Impairment losses for doubtful | (408) | (408) | |||||
receivables | |||||||
Total trade accounts receivables | 665 | 19 | 10 | 17 | 30 | 11 | 752 |
(including contract assets) |
Receivables, | Receivables past due but not impaired | ||||||||
neither past | |||||||||
Company | due nor | Less | More | 90- | Total | ||||
allowed for | than 30 | 30-60 | 60-90 | than | 120 | ||||
expected | days | days | days | 120 | days | ||||
credit loss | days | ||||||||
2023 | |||||||||
Trade accounts receivables (including | 189 | 6 | 75 | 11 | 459 | 35 | 775 | ||
contract assets) | |||||||||
Less: Impairment losses for doubtful | (351) | (351) | |||||||
receivables | |||||||||
Total trade accounts receivables | 189 | 6 | 75 | 11 | 108 | 35 | 424 | ||
(including contract assets) | |||||||||
2022 | |||||||||
Trade accounts receivables (including | 591 | 4 | 4 | 13 | 419 | 9 | 1,040 | ||
contract assets) | |||||||||
Less: Impairment losses for doubtful | (399) | (399) | |||||||
receivables | |||||||||
Total trade accounts receivables | 591 | 4 | 4 | 13 | 20 | 9 | 641 | ||
(including contract assets) |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
Cash at bank | 3,206 | 2,474 | 1,413 | 391 |
Cash on hand | 109 | 96 | 19 | 57 |
Cash in transit | 32 | - | 2 | - |
Restricted cash | - | 200 | - | 200 |
Total of cash and cash equivalents | 3,347 | 2,770 | 1,434 | 648 |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
Borrowings | ||||
Luminor Bank AS long-term credit line, annual | 2,000 | 1,000 | 2,000 | 1,000 |
interest rate – 3 month EURIBOR + 3.00% | ||||
Limited partnership “Pagalbos verslui fondas” | 5,000 | 5,000 | 5,000 | 5,000 |
ordinary bonds of 5.60% | ||||
Altum loan, annual interest rate – 2.9% | - | 160 | - | - |
Novatours OU loan, annual interest rate – 6 month | - | - | 6,300 | 6,500 |
EURIBOR + 7.2% | ||||
Loan granted by Investicijų ir verslo garantijos UAB, annual interest rate – 1.69%. | 1,262 | 1,735 | 1,262 | 1,735 |
Average weighted annual interest rate on a liquidity | ||||
loan and loan from State Social Insurance Fund – | 420 | 945 | 410 | 945 |
0% | ||||
Total borrowings | 8,682 | 8,840 | 14,972 | 15,180 |
Less: current portion of non-current borrowings | (742) | (1,975) | (735) | (1,975) |
Total non-current borrowings | 7,940 | 6,865 | 14,237 | 13,205 |
Current borrowings | ||||
Current portion of non-current loans | 742 | 1,975 | 735 | 1,975 |
Total current borrowings | 742 | 1,975 | 735 | 1,975 |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
Current borrowings (current portion of long term | ||||
borrowings) | 5.1% | 4.2% | 6.8% | 6.7% |
Long term borrowings | 5.1% | 4.3% | 6.8% | 6.5% |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Up to 1 year | 742 | 1,975 | 735 | 1,975 |
1-5 years | 7,940 | 6,865 | 14,237 | 13,205 |
Total repayment of long-term borrowings | 8,682 | 8,840 | 14,972 | 15,180 |
Group | Company | |||
2023 | 2022 | 2023 | 2022 | |
Borrowings | (restated)* | (restated)* | ||
Opening balance as at 1 January | 8,840 | 14,326 | 15,180 | 20,180 |
Loans received | 6,000 | - | 6,000 | - |
Loans repaid | (6,158) | (5,486) | (6,208) | (5,000) |
Closing balance as at 31 December | 8,682 | 8,840 | 14,972 | 15,180 |
Interest liabilities | ||||
Opening balance as at 1 January | - | 59 | 377 | 35 |
Accumulated interest for the year | 1,139 | 714 | 1,561 | 1,242 |
Non-cash offsets | - | - | (453) | (167) |
Interest paid | (1,139) | (773) | (1,231) | (733) |
Closing balance as at 31 December | - | - | 254 | 377 |
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As at 31 December 2023 | As at 31 December 2022 | ||||
Group | (restated) | ||||
Assets | Liabilities | Assets | Liabilities | ||
EUR | 7,323 | 22,080 | 3,896 | 38,557 | |
USD | - | 7,792 | 987 | 2,578 | |
THB | 1 | 265 | - | - | |
7,324 | 30,137 | 4,883 | 41,135 | ||
Company | As at 31 December 2023 | As at 31 December 2022 | (restated) | ||
Assets | Liabilities | Assets | Liabilities | ||
EUR | 7,400 | 33,648 | 2,296 | 34,320 | |
USD | - | 936 | 688 | 1,088 | |
THB | 1 | 84 | - | - | |
7,401 | 34,668 | 2,984 | 35,408 |
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Group | Company | |||
Fluctuations | Effect on | Fluctuations | Effect on | |
in exchange | the profit | in exchange | the profit | |
rate | before tax | rate | before tax | |
2023 | ||||
USD | -10% | (779) | -10% | (94) |
USD | 10% | 779 | 10% | 94 |
THB | -10% | (26) | -10% | (8) |
THB | 10% | 26 | 10% | 8 |
2022 | ||||
USD | -10% | (159) | -10% | (40) |
USD | 10% | 159 | 10% | 40 |
Carrying amount | Fair value | |||
Group | As at 31 | As at 31 | As at 31 | As at 31 |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Financial assets | ||||
Restricted cash | - | 200 | - | 200 |
Cash and cash equivalents | 3,347 | 2,570 | 3,347 | 2,570 |
Trade accounts receivables | 903 | 519 | 903 | 519 |
Other receivables | 3,077 | 1,722 | 3,077 | 1,722 |
Contract assets | 223 | 233 | 223 | 233 |
Financial liabilities | ||||
Interest bearing borrowings | 8,262 | 7,895 | 8,262 | 7,895 |
Interest free loans | 420 | 945 | 420 | 945 |
Trade accounts payable | 3,854 | 14,272 | 3,854 | 14,272 |
Lease liabilities | 401 | 367 | 401 | 367 |
Derivate financial instruments | 229 | - | 229 | - |
Other current liabilities and accrued expenses | 1,419 | 1,109 | 1,419 | 1,109 |
Novaturas AB
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Carrying amount | Fair value | |||
Company | As at 31 | As at 31 | As at 31 | As at 31 |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Financial assets | ||||
Restricted cash | - | 200 | - | 200 |
Cash and cash equivalents | 1,434 | 448 | 1,434 | 448 |
Receivables from related parties | 4,007 | 1,590 | 4,007 | 1,590 |
Trade receivables | 304 | 471 | 304 | 471 |
Other receivables | 1,656 | 287 | 1,656 | 287 |
Contract assets | 120 | 170 | 120 | 170 |
Financial liabilities | ||||
Interest bearing borrowings | 14,562 | 14,235 | 14,562 | 14,235 |
Interest free loans | 410 | 945 | 410 | 945 |
Trade accounts payable | 1,950 | 7,122 | 1,950 | 7,122 |
Payables to related parties | 8,663 | 3,746 | 8,663 | 3,746 |
Lease liabilities | 221 | 251 | 221 | 251 |
Derivate financial instruments | 229 | - | 229 | - |
Other current liabilities and accrued expenses | 819 | 585 | 819 | 585 |
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On | Less | From 3 | From | Discount | Total | ||
Group | than 3 | to 12 | 1 to 5 | Total | |||
demand | months | months | years | effect | discounted | ||
Interest bearing borrowings | - | 148 | 736 | 8,430 | 9,314 | (1,052) | 8,262 |
Interest free loans | - | 91 | 178 | 151 | 420 | - | 420 |
Trade accounts payable | - | 3,854 | - | - | 3,854 | - | 3,854 |
Lease liabilities | - | 30 | 148 | 245 | 423 | (22) | 401 |
Derivate financial instruments | - | 229 | - | - | 229 | - | 229 |
Other current liabilities and accrued | 107 | 795 | 517 | - | 1,419 | - | 1,419 |
expenses | |||||||
Balance as at 31 December 2023 | 107 | 5,147 | 1,579 | 8,826 | 15,659 | (1,074) | 14,585 |
Interest bearing borrowings | - | 457 | 1,859 | 7,869 | 10,185 | (2,290) | 7,895 |
Interest free loans | - | 91 | 449 | 405 | 945 | - | 945 |
Trade accounts payable | - | 14,272 | - | - | 14,272 | - | 14,272 |
Lease liabilities | - | 39 | 194 | 422 | 655 | (288) | 367 |
Derivate financial instruments | - | - | - | - | - | - | - |
Other current liabilities and accrued | 114 | 513 | 482 | - | 1,109 | - | 1,109 |
expenses | |||||||
Balance as at 31 December 2022 | 114 | 15,372 | 2,984 | 8,696 | 27,166 | (2,578) | 24,588 |
Interest bearing borrowings | - | 233 | 1,163 | 15,967 | 17,363 | (2,801) | 14,562 |
Interest free loans | - | 90 | 172 | 148 | 410 | - | 410 |
Trade accounts payable | - | 1,950 | - | - | 1,950 | - | 1,950 |
Payables to related parties | - | 8,663 | - | - | 8,663 | - | 8,663 |
Lease liabilities | - | 16 | 78 | 139 | 233 | (12) | 221 |
Derivate financial instruments | - | 229 | - | - | 229 | - | 229 |
Other current liabilities and accrued | 68 | 428 | 323 | - | 819 | - | 819 |
expenses | |||||||
Balance as at 31 December 2023 | 68 | 11,609 | 1,736 | 16,254 | 29,667 | (2,813) | 26,854 |
Interest bearing borrowings | - | 441 | 2,399 | 16,045 | 18,885 | (4,650) | 14,235 |
Interest free loans | - | 91 | 449 | 405 | 945 | - | 945 |
Trade accounts payable | - | 7,122 | - | - | 7,122 | - | 7,122 |
Payables to related parties | - | 3,746 | 3,746 | - | 3,746 | ||
Lease liabilities | - | 28 | 138 | 233 | 399 | (148) | 251 |
Derivate financial instruments | - | - | - | - | - | ||
Other current liabilities and accrued | 69 | 233 | 283 | - | 585 | - | 585 |
expenses | |||||||
Balance as at 31 December 2022 | 69 | 11,661 | 3,269 | 16,683 | 31,682 | (4,798) | 26,884 |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Non-current liabilities | 8,175 | 7,044 | 14,370 | 13,333 |
Current liabilities | 23,739 | 34,091 | 21,872 | 22,075 |
Total liabilities | 31,914 | 41,135 | 36,242 | 35,408 |
Equity, attributable to the equity holders of the parent | 17,939 | 14,455 | 11,693 | 10,050 |
Liabilities to equity ratio | 1.78 | 2.85 | 3.10 | 3.52 |
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Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Provisions | ||||
Provision for Get-Jet Airlines legal case | 1,497 | - | 1,497 | - |
Provision for onerous contracts | 280 | - | 77 | - |
Total provisions | 1,777 | - | 1,574 | - |
Accrued expenses | ||||
Travel related accrued expenses | 617 | 275 | 294 | 150 |
Accrual for employees bonus | 286 | 195 | 236 | 168 |
Employees vacation accrual | 347 | 266 | 278 | 204 |
Accrual for agents' bonus | 281 | 299 | 178 | 182 |
Audit related accrued expenses | 111 | 164 | 78 | 35 |
Other accruals | 10 | 5 | 10 | 20 |
Total of accrued expenses | 1,652 | 1,204 | 1,074 | 759 |
Other current liabilities | ||||
Deposits from agencies | 372 | 328 | 231 | 189 |
Taxes payable, other than income tax | 294 | 44 | 133 | 6 |
Payroll related liabilities | 265 | 320 | 104 | 73 |
Other amounts payable | 28 | 38 | 28 | 9 |
Total other liabilities | 959 | 730 | 496 | 277 |
Total of other current liabilities and accrued | 2,611 | 1,934 | 1,570 | 1,036 |
expenses |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2023 | 2022 | 2023 | 2022 | |
(restated) | (restated) | |||
Customers prepayments for future travels | 12,210 | 13,677 | 6,002 | 6,925 |
Contract liabilities for travels started, but not ended | 1,658 | 1,673 | 746 | 924 |
at the end of the reporting period | ||||
Travel coupons and vouchers | 360 | 366 | 198 | 224 |
Total of contract liabilities | 14,228 | 15,716 | 6,946 | 8,073 |
As of 31 December 2022, contract liabilities of 15,716 thousand EUR for the Group and 8,073 thousand EUR for the Company were recorded. These amounts were recognised as revenue from customers in 2023 as the performance obligations were satisfied during the year. |
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Group | Company | |||
2023 | 2022 | 2023 | 2022 | |
Flight package tours | 182,833 | 175,189 | 102,118 | 93,397 |
Sightseeing tours by coach | 1,847 | 1,360 | 1,847 | 1,360 |
Sightseeing tours by plane | 2,752 | 1,426 | 2,169 | 1,396 |
Other sales | 20,899 | 18,701 | 13,312 | 12,177 |
Total of revenue form the contract with customers | 208,331 | 196,676 | 119,446 | 108,330 |
Group | Company | |||
2023 | 2022 | 2023 | 2022 | |
Revenue from the contract with customers | 187,432 | 177,975 | 106,134 | 96,153 |
recognised over time | ||||
Revenue from the customers with the customers | 20,899 | 18,701 | 13,312 | 12,177 |
recognised at the point in time | ||||
Total of revenue form the contract with customers | 208,331 | 196,676 | 119,446 | 108,330 |
Group | Company | |||
2023 | 2022 | 2023 | 2022 | |
Flight package tours | 156,745 | 155,082 | 88,524 | 83,793 |
Sightseeing tours by coach | 1,871 | 1,104 | 1,871 | 1,104 |
Sightseeing tours by plane | 1,777 | 1,230 | 1,856 | 1,200 |
Other sales | 21,496 | 20,172 | 10,514 | 10,563 |
Total of cost of sales | 181,889 | 177,588 | 102,765 | 96,660 |
19 Segment information
For management purposes, the Group is organized into business units based on its services (product category) and based
on the source market. For the purpose of the segment information disclosures in accordance with IFRS 8, the management
made a judgment to present the information on reportable segments identified by product category, which are as follows:
• Flight packages
• Sightseeing tours by plane
• Sightseeing tours by coach
• Other
No operating segments have been aggregated to form the above reportable operating segments.
The information reported to the Group’s Chief Executive Officer in his capacity as chief operating decision maker does not
include an analysis of assets and liabilities by reportable segment and accordingly IFRS 8 does not require this information
to be presented. Segment performance is evaluated based on gross profit, which is measured consistently with the gross
profit in the statement of comprehensive income in the financial statements, and segment sales profit, which is measured
Novaturas AB
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Flight | Sightseeing | Sightseeing | Other | ||
2023 | packages | tours by | tours by | sales | Group |
coach | plane | ||||
Sales | 182,833 | 1,847 | 2,752 | 20,899 | 208,331 |
Cost of sales | (156,745) | (1,871) | (1,777) | (21,496) | (181,889) |
Gross profit | 26,088 | (24) | 975 | (597) | 26,442 |
Sales commission expenses | (11,684) | (66) | (28) | - | (11,778) |
Sales profit by segment | 14,404 | (90) | 947 | (597) | 14,664 |
Unallocated income (expenses) | |||||
Other operating income | 485 | ||||
Operating expenses (other than sales commission) | (9,853) | ||||
Other operating (expenses) | (740) | ||||
Profit from operations | 4,556 | ||||
Finance income (expenses), net | (488) | ||||
Profit before tax | 4,068 | ||||
Income tax (expenses) | (481) | ||||
Net profit | 3,587 | ||||
Unallocated expenses represent costs managed at Group level, such as operating expenses (except agency commissions), financing and taxes. |
Flight | Sightseeing | Sightseeing | Other | ||
2022 | packages | tours by | tours by | sales | Group |
coach | plane | ||||
Sales | 175,189 | 1,360 | 1,426 | 18,701 | 196,676 |
Cost of sales | (155,082) | (1,104) | (1,230) | (20,172) | (177,588) |
Gross profit | 20,107 | 256 | 196 | (1,471) | 19,088 |
Sales commission expenses | (11,262) | (39) | (43) | - | (11,343) |
Sales profit by segment | 8,845 | 217 | 153 | (1,471) | 7,745 |
Unallocated income (expenses) | |||||
Other operating income | 469 | ||||
Operating expenses (other than sales commission) | (7,897) | ||||
Other operating (expenses) | 1 | ||||
Profit from operations | 318 | ||||
Finance income (expenses), net | (977) | ||||
Profit before tax | (659) | ||||
Income tax (expenses) | (63) | ||||
Net profit (loss) | (722) |
As at 31 December 2023 | Lithuania | Latvia | Estonia | Group |
Sales | 114,302 | 40,539 | 53,490 | 208,331 |
Non-current assets | 19,299 | 4,448 | 7,524 | 31,271 |
Novaturas AB | ||||
65 |
Novaturas AB
66
Group | Company | ||||
2023 | 2022 | 2023 | 2022 | ||
(restated)* | (restated)* | ||||
Interest income | 136 | - | 128 | - | |
Foreign exchange gain | 228 | 936 | 99 | 759 | |
Gain from derivative financial instruments | 660 | - | 354 | - | |
(realised) | |||||
Other financial income (including fines and penalties) | 186 | 257 | 6 | 7 | |
Total finance income | 1,210 | 1,193 | 587 | 766 | |
Interest expense | 1,169 | 731 | 1,579 | 1,254 | |
Foreign currency exchange loss | 319 | 626 | 89 | 194 | |
Loss from derivative financial instruments | - | 671 | - | 671 | |
(realised) | |||||
Loss from derivative financial instruments (not realised) | 209 | - | 119 | - | |
Other finance expenses | 1 | 142 | - | 141 | |
Total finance expenses | 1,698 | 2,170 | 1,787 | 2,260 | |
Net finance income (expenses) | (488) | (977) | (1,200) | (1,494) |
Group | Company | ||||
Components of the income tax expenses | 2023 | 2022 | 2023 | 2022 | |
(income) | |||||
Current income tax for the reporting year | 134 | 9 | 116 | - | |
Tax expenses of previous periods | - | 76 | - | 76 | |
Deferred tax expenses | 347 | (22) | 347 | (55) | |
Income tax (income) expenses recorded in the statement of comprehensive income | 481 | 63 | 463 | 21 |
Novaturas AB
67
Group | Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Deferred income tax asset | |||||
Tax loss carry forward | 398 | 669 | 398 | 670 | |
Impairment of investments and loans granted | - | - | 224 | 224 | |
Impairment of receivables | 53 | 139 | 53 | 139 | |
Derivative financial instruments | 18 | - | 18 | - | |
Other | 57 | 64 | 56 | 63 | |
Deferred tax asset, net of fair value allowance | 526 | 872 | 749 | 1,096 | |
Less: allowance | - | - | (224) | (224) | |
Deferred income tax asset | 526 | 872 | 525 | 872 | |
Deferred tax, net | 526 | 872 | 525 | 872 |
Balance as at | Recognized | Recognized in | Balance | |
Group | 31 December | in profit or | other | as at 31 |
2022 | loss | comprehensive | December | |
income | 2023 | |||
Deferred income tax asset | ||||
Tax loss carry forward | 4,467 | (1,814) | - | 2,653 |
Impairment of investments and loans granted | - | - | - | - |
Impairment of receivables | 927 | (576) | - | 351 |
Derivative financial instruments | - | 119 | - | 119 |
Other | 424 | (40) | - | 384 |
Total temporary differences before valuation | 5,818 | (2,311) | - | 3,507 |
allowance | ||||
Less: allowance | - | - | - | - |
Total temporary differences | 5,818 | (2,311) | - | 3,507 |
Deferred tax, net | 872 | (347) | - | 526 |
Novaturas AB
68
Recognized | Recognized in | Balance | ||
31 December Balance as at | in profit or | other | as at 31 | |
2021 | loss | comprehensive | December | |
Deferred income tax asset | income | 2022 | ||
Tax loss carry forward | 4,388 | 79 | - | 4,467 |
Impairment of investments and loans granted | - | - | - | - |
Impairment of receivables | 1,110 | (183) | - | 927 |
Derivative financial instruments | 3 | - | (3) | - |
Other | 170 | 254 | - | 424 |
Total temporary differences before valuation | 5,671 | 150 | (3) | 5,818 |
allowance | ||||
Less: allowance | - | - | - | - |
Total temporary differences | 5,671 | 150 | (3) | 5,818 |
Deferred tax, net | 851 | 23 | - | 872 |
Balance as at | Recognized | Recognized in | Balance | |
Company | 31 December | in profit or | other | as at 31 |
2022 | loss | comprehensive | December | |
income | 2023 | |||
Deferred income tax asset | ||||
Tax loss carry forward | 4,467 | (1,814) | - | 2,653 |
Impairment of investments and loans granted | 1,495 | - | - | 1,495 |
Impairment of receivables | 927 | (576) | - | 351 |
Derivative financial instruments | - | 119 | - | 119 |
Other | 420 | (40) | - | 380 |
Total temporary differences before valuation | 7,309 | (2,311) | - | 4,998 |
allowance | ||||
Less: allowance | (1,495) | - | - | (1,495) |
Total temporary differences | 5,814 | (2,311) | - | 3,503 |
- | ||||
Deferred tax, net | 872 | (347) | - | 525 |
Balance as at | Recognized | Recognized in | Balance | |
Company | 31 December | in profit or | other | as at 31 |
2021 | loss | comprehensive | December | |
Deferred income tax asset | income | 2022 | ||
Tax loss carry forward | 4,388 | 79 | - | 4,467 |
Impairment of investments and loans granted | 1,495 | - | - | 1,495 |
Allowance for doubtful accounts receivable | 934 | (7) | - | 927 |
Unrealised loss of derivatives | 3 | - | (3) | - |
Other | 123 | 297 | - | 420 |
Total temporary differences before valuation | 6,943 | 369 | (3) | 7,309 |
allowance | ||||
Less: allowance | (1,495) | - | - | (1,495) |
Total temporary differences | 5,448 | 369 | (3) | 5,814 |
- | ||||
Deferred tax, net | 817 | 55 | - | 872 |
Novaturas AB
69
Group | Company | |||||
2023 | 2022 | 2023 | 2022 | |||
Income tax expenses (income) computed at statutory | 610 | (99) | 331 | (100) | ||
rate 15% | ||||||
Effect of different tax rate applicable to foreign | (279) | (13) | - | - | ||
subsidiaries | ||||||
Non-deductible expenses for tax purposes (not taxable income) | 150 | 175 | 132 | 121 | ||
Income tax expenses reported in the statement | 481 | 63 | 463 | 21 | ||
of comprehensive income |
Payables | ||||
2023 | Acquisitions | Sales | Receivables | (including |
loans | ||||
received) | ||||
The shareholders of the Company | - | - | - | - |
Subsidiaries | 4,346 | 5,427 | 4,007 | 14,963 |
Total: | 4,346 | 5,427 | 4,007 | 14,963 |
Novaturas AB
70
Receivables, neither | Receivables past due but not impaired | |||||||
Company | past due nor allowed | Less than | 30-60 | 60-90 | 90-120 | More than | Total | |
for expected credit | ||||||||
loss | 30 days | days | days | days | 120 days | |||
2022 | 1,590 | - | - | - | - | - | 1,590 | |
2023 | 4,007 | - | - | - | - | - | 4,007 |
Group | 2023 | 2022 |
(restated)* | ||
Net profit attributable to ordinary equity holders of the parent company | 3,587 | (722) |
Weighted average number of ordinary shares | 7,786,749 | 7,807,000 |
Basic earnings per share (EUR) | 0.46 | (0.09) |
Novaturas AB
71
Weighted | Weighted | ||
Number of | Average | Average Fair | |
Options | Exercise | Value (EUR) | |
Price (EUR) | |||
Balance as of 31 December 2022 | 33,400 | 1,002 | - |
Granted during year | 62,597 | 1,878 | 125,054 |
Earned to be granted | 52,525 | 1,576 | 42,349 |
Forfeited during year | (20,130) | (604) | (22,474) |
Exercised during year | (20,000) | (600) | (65,331) |
Balance as of 31 December 2023 | 108,392 | 3,252 | 79,598 |
Weighted | Weighted | ||
Number of | Average | Average Fair | |
Options | Exercise | Value (EUR) | |
Price (EUR) | |||
Balance as of 31 December 2022 | 29,090 | 873 | - |
Granted during year | 53,906 | 1,617 | 116,424 |
Earned to be granted | 52,525 | 1,576 | 42,349 |
Forfeited during year | (19,350) | (581) | (21,603) |
Exercised during year | (20,000) | (600) | (65,331) |
Balance as of 31 December 2023 | 96,171 | 2,885 | 71,838 |
Novaturas AB
72
*****
Novaturas AB
73
Appendix 1
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders. The
corporate governance framework should protect the rights of shareholders.
All shareholders should be provided with access to the information
and/or documents established in the legal acts on equal terms. All
shareholders should be furnished with equal opportunity to participate
in the decision-making process where significant corporate matters
are discussed.
YES
It is recommended that the company’s capital should consist only of
the shares that grant the same rights to voting, ownership, dividend
and other rights to all of their holders.
YES
It is recommended that investors should have access to the
information concerning the rights attached to the shares of the new
issue or those issued earlier in advance, i.e. before they purchase
shares.
YES
Exclusive transactions that are particularly important to the company,
such as transfer of all or almost all assets of the company that in
principle would mean the transfer of the company, should be subject
to approval of the general meeting of shareholders.
YES
Procedures for convening and conducting a general meeting of
shareholders should provide shareholders with equal opportunities to
participate in the general meeting of shareholders and should not
prejudice the rights and interests of shareholders. The chosen venue,
date and time of the general meeting of shareholders should not
prevent active participation of shareholders at the general meeting. In
the notice of the general meeting of shareholders being convened,
the company should specify the last day on which the proposed draft
decisions should be submitted at the latest.
YES
With a view to ensure the right of shareholders living abroad to access
the information, it is recommended, where possible, that documents
prepared for the general meeting of shareholders in advance should
be announced publicly not only in Lithuanian language but also in
English and/or other foreign languages in advance. It is
recommended that the minutes of the general meeting of
shareholders after the signing thereof and/or adopted decisions
should be made available publicly not only in Lithuanian language but
also in English and/or other foreign languages. It is recommended
that this information should be placed on the website of the company.
Such documents may be published to the extent that their public
disclosure is not detrimental to the company or the company’s
commercial secrets are not revealed.
YES
Shareholders who are entitled to vote should be furnished with the
opportunity to vote at the general meeting of shareholders both in
person and in absentia. Shareholders should not be prevented from
voting in writing in advance by completing the general voting ballot.
YES
Novaturas AB
74
With a view to increasing the shareholders’ opportunities to
participate effectively at general meetings of shareholders, it is
recommended that companies should apply modern technologies on
a wider scale and thus provide shareholders with the conditions to
participate and vote in general meetings of shareholders via
electronic means of communication. In such cases the security of
transmitted information must be ensured and it must be possible to
identify the participating and voting person.
NO
The Company does not provide the
opportunity to attend and vote in the
general meeting of shareholders by using
electronic communication means,
because in the opinion of the Company
this is related to the threat to the fairness
and efficiency of the general meeting of
shareholders. In the opinion of the
Company, there is a high risk of threat to
such type of communication security and
technical malfunctions. In addition, the
Company does not have the appropriate
technical and organizational measures to
implement the above principle and the
Company would incur significant
additional costs as a result of
implementation of this principle.
However, the Company grants its
shareholders the right to vote at the
general meeting of shareholders either in
person or through an authorized
representative. In the light of the above,
the Company will not follow the above
recommendation.
It is recommended that the notice on the draft decisions of the general
meeting of shareholders being convened should specify new
candidatures of members of the collegial body, their proposed
remuneration and the proposed audit company if these issues are
included into the agenda of the general meeting of shareholders.
Where it is proposed to elect a new member of the collegial body, it
is recommended that the information about his/her educational
background, work experience and other managerial positions held (or
proposed) should be provided.
YES
Members of the company’s collegial management body, heads of the
administration
1
or other competent persons related to the company
who can provide information related to the agenda of the general
meeting of shareholders should take part in the general meeting of
shareholders. Proposed candidates to member of the collegial body
should also participate in the general meeting of shareholders in case
the election of new members is included into the agenda of the
general meeting of shareholders.
YES
1
For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.
Novaturas AB
75
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 2: Supervisory board
Functions and liability of the supervisory board
The supervisory board of the company should ensure representation of the interests of the company and its
shareholders, accountability of this body to the shareholders and objective monitoring of the company’s
operations and its management bodies as well as constantly provide recommendations to the management
bodies of the company.
The supervisory board should ensure the integrity and transparency of the company’s financial accounting
and control system.
Members of the supervisory board should act in good faith, with care
and responsibility for the benefit and in the interests of the company
and its shareholders and represent their interests, having regard to the
interests of employees and public welfare.
NOT
APPLICABLE
On 30 June 2020, the Ordinary General
Meeting of Shareholders of Novaturas AB
adopted a decision to revoke the
Supervisory Council and elect a new
Board by vesting in: (i) supervisory
functions provided in Article 34 part 11 of
the Law on Companies; (ii) functions of
approval annual budget and business
plan, risk management policies,
settlement of the goals of the general
director as well as other functions related
to the management and supervision of the
activities of the company; In accordance
with the current Articles of Association of
the Company, the Board consist of 3
members, of whom at least 1/3 shall be
independent.
Where decisions of the supervisory board may have a different effect
on the interests of the company’s shareholders, the supervisory board
should treat all shareholders impartially and fairly. It should ensure that
shareholders are properly informed about the company’s strategy, risk
management and control, and resolution of conflicts of interest.
NOT
APPLICABLE
The supervisory board should be impartial in passing decisions that
are significant for the company’s operations and strategy. Members of
the supervisory board should act and pass decisions without an
external influence from the persons who elected them.
NOT
APPLICABLE
Members of the supervisory board should clearly voice their objections
in case they believe that a decision of the supervisory board is against
the interests of the company. Independent
2
members of the
supervisory board should: a) maintain independence of their analysis
and decision-making; b) not seek or accept any unjustified privileges
that might compromise their independence.
NOT
APPLICABLE
The supervisory board should oversee that the company’s tax
planning strategies are designed and implemented in accordance with
the legal acts in order to avoid faulty practice that is not related to the
long-term interests of the company and its shareholders, which may
give rise to reputational, legal or other risks.
NOT
APPLICABLE
The company should ensure that the supervisory board is provided
with sufficient resources (including financial ones) to discharge their
duties, including the right to obtain all the necessary information or to
seek independent professional advice from external legal, accounting
or other experts on matters pertaining to the competence of the
supervisory board and its committees.
NOT
APPLICABLE
Formation of the supervisory board
The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest
and effective and fair corporate governance.
The members of the supervisory board elected by the general meeting
of shareholders should collectively ensure the diversity of
qualifications, professional experience and competences and seek for
gender equality. With a view to maintain a proper balance between the
qualifications of the members of the supervisory board, it should be
ensured that members of the supervisory board, as a whole, should
have diverse knowledge, opinions and experience to duly perform their
tasks.
NOT
APPLICABLE
Members of the supervisory board should be appointed for a specific
term, subject to individual re-election for a new term in office in order
to ensure necessary development of professional experience.
NOT
APPLICABLE
2
For the purposes of this Code, the criteria of independence of members of the supervisory council are interpreted as the criteria of
unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania.
Novaturas AB
76
Chair of the supervisory board should be a person, whose current or
past positions constituted no obstacle to carry out impartial activities. A
former manager or management board member of the company should
not be immediately appointed as chair of the supervisory board either.
Where the company decides to depart from these recommendations, it
should provide information on the measures taken to ensure
impartiality of the supervision.
NOT
APPLICABLE
Each member should devote sufficient time and attention to perform
his duties as a member of the supervisory board. Each member of the
supervisory board should undertake to limit his other professional
obligations (particularly the managing positions in other companies) so
that they would not interfere with the proper performance of the duties
of a member of the supervisory board. Should a member of the
supervisory board attend less than a half of the meetings of the
supervisory board throughout the financial year of the company, the
shareholders of the company should be notified thereof.
NOT
APPLICABLE
When it is proposed to appoint a member of the supervisory board, it
should be announced which members of the supervisory board are
deemed to be independent. The supervisory board may decide that,
despite the fact that a particular member meets all the criteria of
independence, he/she cannot be considered independent due to
special personal or company-related circumstances.
NOT
APPLICABLE
The amount of remuneration to members of the supervisory board for
their activity and participation in meetings of the supervisory board
should be approved by the general meeting of shareholders.
NOT
APPLICABLE
Every year the supervisory board should carry out an assessment of
its activities. It should include evaluation of the structure of the
supervisory board, its work organization and ability to act as a group,
evaluation of the competence and work efficiency of each member of
the supervisory board, and evaluation whether the supervisory board
has achieved its objectives. The supervisory board should, at least
once a year, make public respective information about its internal
structure and working procedures.
NOT
APPLICABLE
Novaturas AB
77
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 3: Management Board
Functions and liability of the management board
The management board should ensure the implementation of the company’s strategy and good corporate
governance with due regard to the interests of its shareholders, employees and other interest groups.
The management board should ensure the implementation of the
company’s strategy approved by the supervisory board if the latter has
been formed at the company. In such cases where the supervisory
board is not formed, the management board is also responsible for
the approval of the company’s strategy.
YES
As a collegial management body of the company, the management
board performs the functions assigned to it by the Law and in the
articles of association of the company, and in such cases where the
supervisory board is not formed in the company, it performs inter alia
the supervisory functions established in the Law. By performing the
functions assigned to it, the management board should take into
account the needs of the company’s shareholders, employees and
other interest groups by respectively striving to achieve sustainable
business development.
YES
The management board should ensure compliance with the laws and
the internal policy of the company applicable to the company or a
group of companies to which this company belongs. It should also
establish the respective risk management and control measures
aimed at ensuring regular and direct liability of managers.
YES
Moreover, the management board should ensure that the measures
included into the OECD Good Practice Guidance on Internal
Controls
3
, Ethics and Compliance are applied at the company in order
to ensure adherence to the applicable laws, rules and standards.
YES/NO
The management board takes all
reasonable measures to ensure that the
Company complies with applicable laws,
binding rules, and standards. The
Company is on the way of
implementing the tools recommended
in the OECD Good Practice Guidance in
the future to ensure adherence to all
recommendations of the OECD Good
Practice Guidance.
When appointing the manager of the company, the management
board should take into account the appropriate balance between the
candidate’s qualifications, experience and competence.
YES
Formation of the management board
The members of the management board elected by the supervisory
board or, if the supervisory board is not formed, by the general
meeting of shareholders should collectively ensure the required
diversity of qualifications, professional experience and competences
and seek for gender equality. With a view to maintain a proper balance
in terms of the current qualifications possessed by the members of the
management board, it should be ensured that the members of the
management board would have, as a whole, diverse knowledge,
opinions and experience to duly perform their tasks.
YES
The members of the management board
have been elected on the basis of their
qualification, professional experience, and
diversity of competencies. The principle of
gender balance has not been maintained
on the board from 30 June 2020 onwards,
as the Board is composed exclusively of
men.
Names and surnames of the candidates to become members of the
management board, information on their educational background,
qualifications, professional experience, current positions, other
important professional obligations and potential conflicts of interest
should be disclosed without violating the requirements of the legal
acts regulating the handling of personal data at the meeting of the
supervisory board in which the management board or individual
members of the management board are elected. In the event that the
supervisory board is not formed, the information specified in this
paragraph should be submitted to the general meeting of
YES
3
Reference to OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-
bribery/44884389.pdf
Novaturas AB
78
shareholders. The management board should, on yearly basis, collect
data provided in this paragraph on its members and disclose it in the
company’s annual report.
All new members of the management board should be familiarized
with their duties and the structure and operations of the company.
YES
Members of the management board should be appointed for a specific
term, subject to individual re-election for a new term in office in order
to ensure necessary development of professional experience and
sufficiently frequent reconfirmation of their status.
YES
Chair of the management board should be a person, whose current or
past positions constitute no obstacle to carry out impartial activity.
Where the supervisory board is not formed, the former manager of the
company should not be immediately appointed as chair of the
management board. Where the company decides to depart from these
recommendations, it should provide information on the measures
taken to ensure impartiality of the supervision.
YES
Each member should give sufficient time and attention to perform the
duties of a member of the management board. If a member of the
management board has attended less than half of the board meetings
during the financial year of the Company, the Company's supervisory
board should be informed of the same, if the supervisory board is not
formed in the Company - the general meeting of shareholders.
YES
In the event that the management board is elected in the cases
established by the Law where the supervisory board is not formed at
the company, and some of its members will be independent
4
, it should
be announced which members of the management board are deemed
as independent. The management board may decide that, despite the
fact that a particular member meets all the criteria of independence
established by the Law, he/she cannot be considered independent
due to special personal or company-related circumstances.
YES
The general meeting of shareholders of the company should approve
the amount of remuneration to the members of the management
board for their activity and participation in the meetings of the
management board.
YES
The members of the management board should act in good faith, with
care and responsibility for the benefit and the interests of the company
and its shareholders with due regard to other stakeholders. When
adopting decisions, they should not act in their personal interest; they
should be subject to no-compete agreements and they should not use
the business information or opportunities related to the company’s
operations in violation of the company’s interests.
YES
Every year the management board should carry out an assessment of
its activities. It should include evaluation of the structure of the
management board, its work organization and ability to act as a group,
evaluation of the competence and work efficiency of each member of
the management board, and evaluation whether the management
board has achieved its objectives. The management board should, at
least once a year, make public respective information about its internal
structure and working procedures in observance of the legal acts
regulating the processing of personal data.
YES
4
For the purposes of this Code, the criteria of independence of members of the board are interpreted as the criteria of unrelated parties
defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.
Novaturas AB
79
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 4: Rules of procedure of the supervisory board and the management board of the company
The rules of procedure of the supervisory board, if it is formed at the company, and of the management board
should ensure efficient operation and decision-making of these bodies and promote active cooperation
between the company’s management bodies.
The management board and the supervisory board, if the latter is
formed at the company, should act in close cooperation in order to
attain benefit for the company and its shareholders. Good corporate
governance requires an open discussion between the management
board and the supervisory board. The management board should
regularly and, where necessary, immediately inform the supervisory
board about any matters significant for the company that are related
to planning, business development, risk management and control,
and compliance with the obligations at the company. The
management board should inform the supervisory board about any
derogations in its business development from the previously
formulated plans and objectives by specifying the reasons for this.
NOT
APPLICABLE
As from 30 June 2020, the Supervisory
Council is not formed.
It is recommended that meetings of the company’s collegial bodies
should be held at the respective intervals, according to the pre-
approved schedule. Each company is free to decide how often
meetings of the collegial bodies should be convened but it is
recommended that these meetings should be convened at such
intervals that uninterruptable resolution of essential corporate
governance issues would be ensured. Meetings of the company’s
collegial bodies should be convened at least once per quarter.
YES
Members of a collegial body should be notified of the meeting being
convened in advance so that they would have sufficient time for proper
preparation for the issues to be considered at the meeting and a
fruitful discussion could be held and appropriate decisions could be
adopted. Along with the notice of the meeting being convened all
materials relevant to the issues on the agenda of the meeting should
be submitted to the members of the collegial body. The agenda of the
meeting should not be changed or supplemented during the meeting,
unless all members of the collegial body present at the meeting agree
with such change or supplement to the agenda, or certain issues that
are important to the company require immediate resolution.
YES
In order to coordinate the activities of the company’s collegial bodies
and ensure effective decision-making process, the chairs of the
company’s collegial supervision and management bodies should
mutually agree on the dates and agendas of the meetings and close
cooperate in resolving other matters related to corporate governance.
Meetings of the company’s supervisory board should be open to
members of the management board, particularly in such cases where
issues concerning the removal of the management board members,
their responsibility or remuneration are discussed.
NOT
APPLICABLE
As from 30 June 2020, the Supervisory
Council is not formed.
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PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 5: Nomination, remuneration and audit committees
Purpose and formation of committees
The committees formed at the company should increase the work efficiency of the supervisory board or, where
the supervisory board is not formed, of the management board which performs the supervisory functions by
ensuring that decisions are based on due consideration and help organise its work in such a way that the
decisions it takes would be free of material conflicts of interest.
Committees should exercise independent judgement and integrity when performing their functions and provide
the collegial body with recommendations concerning the decisions of the collegial body. However, the final
decision should be adopted by the collegial body.
Taking due account of the company-related circumstances and the
chosen corporate governance structure, the supervisory board of the
company or, in cases where the supervisory board is not formed, the
management board which performs the supervisory functions,
establishes committees. It is recommended that the collegial body
should form the nomination, remuneration and audit committees
5
.
YES
Following the election of a previous
five-member Board on 30 June 2020,
the functions previously performed by
the Remuneration and Appointment
Committee and the Audit Committee
were vested in the Board because the
Company felt outside the legal
obligation to set up an appropriate
committee. However currently the
Company intends to set up the
specified committee of audit and risk in
order to improve the performance of
the Board.
Companies may decide to set up less than three committees. In such
case, companies should explain in detail why they have chosen the
alternative approach, and how the chosen approach corresponds with
the objectives set for the three different committees.
YES
In the cases established by the legal acts the functions assigned to the
committees formed at companies may be performed by the collegial
body itself. In such case, the provisions of this Code pertaining to the
committees (particularly those related to their role, operation and
transparency) should apply, where relevant, to the collegial body as a
whole.
YES
Committees established by the collegial body should normally be
composed of at least three members. Subject to the requirements of
the legal acts, committees could be comprised only of two members as
well. Members of each committee should be selected on the basis of
their competences by giving priority to independent members of the
collegial body. The chair of the management board should not serve
as the chair of committees.
YES
Since 30 June 2020, no individual
committees have been set up on the
Board yet, however now the Company
intends to set up the specified
committee of audit and risk, which will
consist of three members.
The authority of each committee formed should be determined by the
collegial body itself. Committees should perform their duties according
to the authority delegated to them and regularly inform the collegial
body about their activities and performance on a regular basis. The
authority of each committee defining its role and specifying its rights
and duties should be made public at least once a year (as part of the
information disclosed by the company on its governance structure and
practice on an annual basis). In compliance with the legal acts
regulating the processing of personal data, companies should also
include in their annual reports the statements of the existing
committees on their composition, the number of meetings and
attendance over the year as well as the main directions of their
activities and performance.
YES
With a view to ensure the independence and impartiality of the
committees, the members of the collegial body who are not members
of the committees should normally have a right to participate in the
meetings of the committee only if invited by the committee. A
committee may invite or request that certain employees of the
company or experts would participate in the meeting. Chair of each
committee should have the possibility to maintain direct
communication with the shareholders. Cases where such practice is to
be applied should be specified in the rules regulating the activities of
the committee.
YES
5
The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements
of the Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability companies whose
securities are traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are under the obligation to set
up an audit committee (the legal acts provide for the exemptions where the functions of the audit committee may be carried out by the
collegial body performing the supervisory functions)
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Nomination committee
The key functions of the nomination committee should be the following:
(1) to select candidates to fill vacancies in the membership of
supervisory and management bodies and the administration and
recommend the collegial body to approve them. The nomination
committee should evaluate the balance of skills, knowledge and
experience in the management body, prepare a description of the
functions and capabilities required to assume a particular position and
assess the time commitment expected;
(2) assess, on a regular basis, the structure, size and composition of
the supervisory and management bodies as well as the skills,
knowledge and activity of its members, and provide the collegial body
with recommendations on how the required changes should be sought;
(3) devote the attention necessary to ensure succession planning.
YES
Since 30 June 2020, no individual
committees have been set up on the Board,
these functions are assigned to the Board
of the Company.
When dealing with issues related to members of the collegial body who
have employment relationships with the company and the heads of the
administration, the manager of the company should be consulted by
granting him/her the right to submit proposals to the Nomination
Committee.
YES
Since 30 June 2020, no individual
committees have been set up on the Board,
these functions are assigned to the Board
of the Company.
Remuneration committee
The main functions of the remuneration committee should be as
follows:
submit to the collegial body proposals on the remuneration policy
applied to members of the supervisory and management bodies and
the heads of the administration for approval. Such policy should
include all forms of remuneration, including the fixed-rate
remuneration, performance-based remuneration, financial incentive
schemes, pension arrangements and termination payments as well as
conditions which would allow the company to recover the amounts or
suspend the payments by specifying the circumstances under which it
would be expedient to do so;
submit to the collegial body proposals regarding individual
remuneration for members of the collegial bodies and the heads of the
administration in order to ensure that they would be consistent with the
company’s remuneration policy and the evaluation of the performance
of the persons concerned;
review, on a regular basis, the remuneration policy and its
implementation.
YES
Since 30 June 2020, no individual
committees have been set up on the
Board, these functions are assigned to the
Board of the Company.
Audit committee.
The key functions of the audit committee are defined in the legal acts
regulating the activities of the Audit Committee
6
.
YES
Company intends to set up the Audit
and Risk Committee.
All members of the committee should be provided with detailed
information on specific issues of the company’s accounting system,
finances and operations. The heads of the company’s administration
should inform the audit committee about the methods of accounting for
significant and unusual transactions where the accounting may be
subject to different approaches.
YES
The audit committee should decide whether the participation of the
chair of the management board, the manager of the company, the chief
finance officer (or senior employees responsible for finance and
accounting), the internal and external auditors in its meetings is
required (and, if required, when). The committee should be entitled,
when needed, to meet the relevant persons without members of the
management bodies present.
YES
The audit committee should be informed about the internal auditor’s
work program and should be furnished with internal audit reports or
YES
6
Issues related to the activities of audit committees are regulated by Regulation No 537/2014 of the European Parliament and the Council
of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements
of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania.
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periodic summaries. The audit committee should also be informed
about the work program of external auditors and should receive from
the audit firm a report describing all relationships between the
independent audit firm and the company and its group.
The audit committee should examine whether the company complies
with the applicable provisions regulating the possibility of lodging a
complaint or reporting anonymously his/her suspicions of potential
violations committed at the company and should also ensure that there
is a procedure in place for proportionate and independent investigation
of such issues and appropriate follow-up actions.
YES/NO
YES – the Company provides the
possibility of lodging complaints
directly or by email by addressing the
Company's bodies, administration, or
heads of units.
NO – the Company has not yet formally
approved the system for lodging
complaints, but is going to implement
necessary procedures after set up of
Audit and Risk Committee.
The audit committee should submit to the supervisory board or, where
the supervisory board is not formed, to the management board its
activity report at least once in every six months, at the time that annual
and half-yearly reports are approved.
YES
It is going to be implemented after set up of
Audit and Risk Committee.
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the company’s supervisory and
management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism of
disclosure of conflicts of interest related to members of the supervisory and management bodies.
The corporate governance framework should recognize the rights of stakeholders as established by law and to
promote active cooperation between the company and its stakeholders in creating the company's well-being,
jobs and financial stability. In the context of this principle, the term interest holders includes investors,
employees, creditors, suppliers, customers, the local community and others with interests in a particular
company.
Any member of the company’s supervisory and management body
should avoid a situation where his/her personal interests are or may be
in conflict with the company’s interests. In case such a situation did
occur, a member of the company’s supervisory or management body
should, within a reasonable period of time, notify other members of the
same body or the body of the company which elected him/her or the
company’s shareholders of such situation of a conflict of interest,
indicate the nature of interests and, where possible, their value.
YES
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 7: Remuneration Policy of the Company
The remuneration policy and the procedure for review and disclosure of such policy established at the company
should prevent potential conflicts of interest and abuse in determining remuneration of members of the
collegial bodies and heads of the administration, in addition, it should ensure the publicity and transparency
of the company’s remuneration policy and its long-term strategy.
The company should approve and post the remuneration policy on the
website of the company; such policy should be reviewed on a regular
basis and be consistent with the company’s long-term strategy.
YES
The remuneration policy should include all forms of remuneration,
including the fixed-rate remuneration, performance-based
YES
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remuneration, financial incentive schemes, pension arrangements and
termination payments as well as the conditions specifying the cases
where the company can recover the disbursed amounts or suspend the
payments.
With a view to avoid potential conflicts of interest, the remuneration
policy should provide that members of the collegial bodies which
perform the supervisory functions should not receive remuneration
based on the company’s performance.
YES
The remuneration policy should provide sufficient information on the
policy regarding termination payments. Termination payments should
not exceed a fixed amount or a fixed number of annual wages and in
general should not be higher than the non-variable component of
remuneration for two years or the equivalent thereof. Termination
payments should not be paid if the contract is terminated due to
inadequate performance.
YES
In the event that the financial incentive scheme is applied at the
company, the remuneration policy should contain sufficient information
about the retention of shares after the award thereof. Where
remuneration is based on the award of shares, shares should not be
vested at least for three years after the award thereof. After vesting,
members of the collegial bodies and heads of the administration should
retain a certain number of shares until the end of their term in office,
subject to the need to compensate for any costs related to the
acquisition of shares.
YES
The company should publish information about the implementation of
the remuneration policy on its website, with a key focus on the
remuneration policy in respect of the collegial bodies and managers in
the next and, where relevant, subsequent financial years. It should also
contain a review of how the remuneration policy was implemented
during the previous financial year. The information of such nature
should not include any details having a commercial value. Particular
attention should be paid on the major changes in the company’s
remuneration policy, compared to the previous financial year.
YES
The Remuneration Policy was approved in
the Ordinary General Meeting of
Shareholders on 24 May 2022. The
information on the implementation of the
Remuneration Policy is provided together
with the Annual Report on an annual basis.
It is recommended that the remuneration policy or any major change of
the policy should be included on the agenda of the general meeting of
shareholders. The schemes under which members and employees of
a collegial body receive remuneration in shares or share options should
be approved by the general meeting of shareholders.
YES
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PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or
mutual agreements and encourage active cooperation between companies and stakeholders in creating the
company value, jobs and financial sustainability. In the context of this principle, the term interest holders
includes investors, employees, creditors, suppliers, customers, the local community and others with interests
in a particular company.
The corporate governance framework should ensure that the rights and
lawful interests of stakeholders are protected.
YES
The corporate governance framework should create conditions for
stakeholders to participate in corporate governance in the manner
prescribed by law. Examples of participation by stakeholders in
corporate governance include the participation of employees or their
representatives in the adoption of decisions that are important for the
company, consultations with employees or their representatives on
corporate governance and other important matters, participation of
employees in the company’s authorized capital, involvement of
creditors in corporate governance in the cases of the company’s
insolvency, etc.
YES
The corporate governance framework
creates conditions for stakeholders
(investors) to participate in corporate
governance in the manner prescribed by
law. To a certain extent permitted by law,
employees may through the Works
Council participate in the corporate
governance.
It is common practice (when making
decisions that are important for
employees) to arrange informal
consultations and employee surveys.
Where stakeholders participate in the corporate governance process,
they should have access to relevant information.
YES
Stakeholders should be provided with the possibility of reporting
confidentially any illegal or unethical practices to the collegial body
performing the supervisory function.
YES
The Company provides a possibility of
reporting any illegal or unethical practices
to the collegial body performing the
supervisory function by addressing its
member directly or sending information by
email.
Currently, the Company Intends to
implement necessary procedures after
set up of Audit and Risk Committee.
PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material
corporate issues, including the financial situation, operations and governance of the company.
In accordance with the company’s procedure on confidential
information and commercial secrets and the legal acts regulating
the processing of personal data, the information publicly
disclosed by the company should include but not be limited to the
following:
operating and financial results of the company;
YES
objectives and non-financial information of the company;
YES
persons holding a stake in the company or controlling it directly and/or
indirectly and/or together with related persons as well as the structure
of the group of companies and their relationships by specifying the final
beneficiary;
YES
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members of the company’s supervisory and management bodies who
are deemed independent, the manager of the company, the shares or
votes held by them at the company, participation in corporate
governance of other companies, their competence and remuneration;
YES
reports of the existing committees on their composition, number of
meetings and attendance of members during the last year as well as
the main directions and results of their activities;
YES
Since 30 June 2020, no individual
committees have been set up and their
respective functions are vested in the
Board. This requirement is going to be
implemented after set up of Audit and
Risk Committee.
potential key risk factors, the company’s risk management and
supervision policy;
YES/NO
The Company’s risk management and
supervision policy has not been approved
yet.
the company’s transactions with related parties;
YES
main issues related to employees and other stakeholders (for instance,
human resource policy, participation of employees in corporate
governance, award of the company’s shares or share options as
incentives, relationships with creditors, suppliers, local community,
etc.);
YES
structure and strategy of corporate governance;
YES
initiatives and measures of social responsibility policy and anti-
corruption fight, significant current or planned investment projects.
This list is deemed minimum and companies are encouraged not to
restrict themselves to the disclosure of information included into this
list. This principle of the Code does not exempt companies from their
obligation to disclose information as provided for in the applicable legal
acts.
YES/NO
The Company is a socially responsible
undertaking guided by the principle of
good faith, but no formal anti-corruption
policy is yet in place.
When disclosing the information specified in paragraph 9.1.1 of
recommendation 9.1, it is recommended that the company which is a
parent company in respect of other companies should disclose
information about the consolidated results of the whole group of
companies.
YES
When disclosing the information specified in paragraph 9.1.4 of
recommendation 9.1, it is recommended that the information on the
professional experience and qualifications of members of the
company’s supervisory and management bodies and the manager of
the company as well as potential conflicts of interest which could affect
their decisions should be provided. It is further recommended that the
remuneration or other income of members of the company’s
supervisory and management bodies and the manager of the company
should be disclosed, as provided for in greater detail in Principle 7.
YES
Information should be disclosed in such manner that no shareholders
or investors are discriminated in terms of the method of receipt and
scope of information. Information should be disclosed to all parties
concerned at the same time.
YES
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PRINCIPLES/RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENT
Principle 10: Selection of the company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of
the audit firm.
With a view to obtain an objective opinion on the company’s financial
condition and financial results, the company’s annual financial
statements and the financial information provided in its annual report
should be audited by an independent audit firm.
YES
It is recommended that the audit firm would be proposed to the general
meeting of shareholders by the supervisory board or, if the supervisory
board is not formed at the company, by the management board of the
company.
YES
In the event that the audit firm has received remuneration from the
company for the non-audit services provided, the company should
disclose this publicly. This information should also be available to the
supervisory board or, if the supervisory board is not formed at the
company, by the management board of the company when considering
which audit firm should be proposed to the general meeting of
shareholders.
YES