NOVATURAS AB
Consolidated Management Report
The Consolidated and the Company’s Financial
Statements for the year ended on
31 December 2024
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Contents
CEO’s Foreword .................................................................................................................................................................. 4
Consolidated Management Report ...................................................................................................................................... 6
General information ........................................................................................................................................................ 6
Financial information ....................................................................................................................................................... 9
Governance Report ...................................................................................................................................................... 15
Remuneration report ..................................................................................................................................................... 23
Activity in sustainability area ......................................................................................................................................... 29
Approval by officers of the Company ............................................................................................................................ 30
The Consolidated and the Company’s Financial Statements for the year ended 31 December 2024 ............................... 31
Statements of financial position .................................................................................................................................... 31
Statements of comprehensive income .......................................................................................................................... 33
Statements of changes in equity ................................................................................................................................... 34
Statements of cash flows .............................................................................................................................................. 36
Notes to the financial statements ...................................................................................................................................... 37
1 Corporate information ......................................................................................................................................... 37
2 Material accounting policy information ................................................................................................................ 38
2.1 Basis of preparation ....................................................................................................................................... 38
2.2 Summary of material accounting policies information .................................................................................... 38
2.3 Changes in accounting policies and disclosures ............................................................................................ 43
2.4 Correction of an error ..................................................................................................................................... 44
3 Significant accounting judgements, estimates and assumptions ....................................................................... 47
4 Goodwill and other intangible assets .................................................................................................................. 50
5 Right-of-use assets and lease liabilities .............................................................................................................. 51
6 Investment in subsidiaries ................................................................................................................................... 52
7 Prepayments ....................................................................................................................................................... 52
8 Capitalized contract costs ................................................................................................................................... 53
9 Trade accounts and other receivables and contract assets ................................................................................ 53
10 Derivative financial instruments .......................................................................................................................... 55
11 Other current financial assets ............................................................................................................................. 56
12 Cash, cash equivalents ....................................................................................................................................... 57
13 Reserves ............................................................................................................................................................. 57
14 Borrowings .......................................................................................................................................................... 58
15 Financial assets and liabilities and risk management ......................................................................................... 59
Credit risk ................................................................................................................................................................. 59
Interest rate risk ........................................................................................................................................................ 59
Foreign exchange risk .............................................................................................................................................. 60
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Fair value of financial assets and liabilities ............................................................................................................... 61
Liquidity management .............................................................................................................................................. 62
Capital management ................................................................................................................................................ 65
16 Provisions and other current liabilities and accrued expenses ............................................................................ 66
17 Contract liabilities ................................................................................................................................................ 67
18 Revenue from contracts with customer ............................................................................................................... 67
19 Cost of sales ....................................................................................................................................................... 68
20 Segment information ........................................................................................................................................... 68
21 Selling expenses ................................................................................................................................................. 70
22 General and administrative expenses ................................................................................................................. 70
23 Finance income (expenses), net ......................................................................................................................... 71
24 Income tax .......................................................................................................................................................... 71
25 Commitments and contingencies ........................................................................................................................ 74
26 Related party transactions .................................................................................................................................. 75
27 Earnings per share (EPS) ................................................................................................................................... 76
28 Share-Based payments ...................................................................................................................................... 76
29 Events after the reporting period ......................................................................................................................... 77
Appendix 1 ........................................................................................................................................................................ 78
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CEO’s Foreword
According to audited data, in 2024, Novaturas Group recorded revenues of EUR 201 mln. This represents a
decrease of 3.6% compared to 2023, when revenues amounted to EUR 208 mln. In total, in Lithuania, Latvia and
Estonia, Novaturas served 239 thsnd. travelers in 2024. This compares to 259 thsnd. travelers in 2023.
The Group initially forecasted an annual EBITDA (earnings before interest, tax, depreciation, and amortization) of EUR -
4.1 million and a net loss of EUR 5.1 million for 2024. Unaudited results later indicated an EBITDA of EUR -863 thousand
and a net loss of EUR 2.5 million.
The adjusted EBITDA (calculation of which is described in chapter Financial information of this Management report),
calculated based on audited financial statements, of Novaturas Group for the year 2024 amounted to EUR -449 thousand
(2023: EUR 5.2 million). The audited net loss totaled EUR 7.6 million (2023: profit EUR 3.4 million). This result includes a
one-off, non-cash impairment of goodwill amounting to EUR 5.7 million, which was identified as a result of impairment test
performed and is related to the Estonian cash generating unit. The Group’s net loss, excluding goodwill impairment,
amounted to EUR -1.9 million.
It should be noted that, following weaker performance in the first half of the year (January – June 2024 adjusted EBITDA
-1.6 million EUR), the Group’s operating results showed material improvement starting from September 2024 (September
– December 2024 adjusted EBITDA 2.3 million EUR). The results of the last quarter of the year show that our optimization
of the travel program has been effective. By assessing the market situation and customer preferences, we have adjusted
our offering accordingly during the year and thus managed to work more efficiently. This has contributed to a higher load
factor (a measure of seat capacity utilization) of 98.9% in the fourth quarter compared to 96.7% in 2023.
In addition, the share of last-minute trips in sales, which usually has a negative impact on financial results, has also
decreased significantly (comparing October - December 2023 to October - December 2024). Decisive and measured
decisions, with focus on delivering a good customer experience, allowed us to increase revenues and operate profitably in
the fourth quarter.
The overall result for the year was driven by the previously announced reasons, i.e. the increased competitive environment
and the oversupply of travel in the Baltic States, which triggered intense price competition. This was particularly felt in
Turkey and the Greek islands. In response, Novaturas has started to optimize its travel program and to take advantage of
the wide range of other travel destinations on offer. However, all changes to the trips have been made with a view to
maintaining customer satisfaction and trust. In addition, optimization opportunities were limited by commitments to partners
and airlines.
We see significant growth in the number of trips to Spain throughout 2024. Novaturas organised flights for 149% more
passengers to the popular destinations of Malaga, Barcelona and Mallorca than in the year before last.
In addition, 8% more customers flew to long haul destinations last year. Among exotic destinations, the most popular were
Vietnam (+367%), Phuket in Thailand (+23%), and Zanzibar in Tanzania (+21%). For long-haul trips, Novaturas also
managed to achieve an extremely high load factor of 98.9%.
Other successful projects in 2024 included trips for groups and workation travel. In November, the Group together with
partners organised flights and provided accommodation to a record 2.5 thsnd. Tesonet Accelerator companies’ employees
for a workation in Turkey. This massive group organised trip, the largest in Novaturas history, was organised using a fleet
of 12 planes and 48 buses.
Overall, Turkey, Greece (Heraklion), Montenegro, Egypt, Cyprus and Portugal (Faro) were the most popular destinations
for workation or other group trips, with sport and activity-oriented trips gaining popularity. The most popular destination for
ski group trips was Italy (Bergamo).
Strategic investor
At the end of January, 2025, we announced that Novaturas had signed a contract with Superia, a financial advisory firm,
for the analysis of strategic alternatives. We took this step to assess new growth paths and market potential that could help
strengthen the position of Novaturas.
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In the beginning of March, 2025 we announced that the group shareholders have concluded a contract with a new investor
Neset Kockar, a well-known Turkish tourism businessman and investor, who owns businesses in international aviation,
real estate, tourism and other industries. In the end of April, 2025 we also announced about the signing of an agreement
under which the Group is implementing the first stage of a transaction with the strategic investor: 23.2% of the Group’s
shares is being acquired by Mr Kockar. The second and final stage of the planned transaction is expected to be completed
by autumn. Upon completion of this stage, Neset Kockar will hold 33.19% of the company’s shares.
The arrival of Mr Kockar as a strategic investor marks a new stage in the operations of Novaturas. We are confident that
his world-class tourism and other business networks and many years of experience will provide new opportunities for
growth, strengthen our competitive advantage, and benefit our customers, employees, partners and shareholders.
Our immediate plans include reviewing the strategy and development prospects of the company. In the short term, we will
also seek to make use of synergies with the investor’s businesses in destinations popular with travelers from the Baltic
States. We hope to expand our range of hotels and travel offers in the near future, tailor them even more to the needs of
different travelers, thus definitely improving customer experience
Sincerely,
CEO
Kristijonas Kaikaris
Novaturas AB
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Consolidated Management Report
General information
Reporting period
This report covers the financial year ended on 31 December 2024.
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 2024, 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 2024.
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
2024
2023
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 holds 55,997 shares as of the year end. The Company‘s subsidiaries do not
hold Company‘s shares.
As at 31 December 2024, 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 one of 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,
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high 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 2024 are listed below:
07/03/2024 Novaturas announces the outcome of the legal proceedings against UAB GetJet Airlines: No significant
impact on operations.
30/04/2024 Novaturas Group announces audited results.
02/05/2024 Vaidrius Verikas becomes CFO of Novaturas Group.
22/05/2024 Novaturas Group announces results of the first quarter.
23/08/2024 Novaturas presented 2024 half-year results.
04/10/2024 Darius Undzėnas becomes Chief Financial Officer of Novaturas Group.
11/11/2024 Novaturas Group announces results of the third quarter.
28/11/2024 Concerning legal proceedings against UAB GetJet Airlines regarding a charter contract.
Material events in 2025 (from 01/01/2025 to 09/06/2025):
24/01/2025 Novaturas Group is granted a EUR 2.5 mln. credit line.
27/03/2025 Novaturas Group has entered into an agreement to receive a loan of up to EUR 1 million.
30/04/2025 Novaturas Group signs agreement to sell 23.2% shares to Turkish investor Neset Kockar.
06/05/2025 Novaturas Group announced that Ugnius Radvila and Rytis Šūmakaris, entered into transactions resulting
in the sale of 5% of voting rights each.
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07/05/2025 Novaturas Group announced that Vidas Paliūnas entered into transactions resulting in the sale of 5% of
voting rights, while Neset Kockar acquired 20% of the shares.
26/05/2025 Novaturas Group Secures Additional EUR 1 Million Loan.
02/06/2025 Novaturas secured EUR 9M in surety insurance from the international Insurance company Euroins AD.
Financial information
The Group’s result for 2024
• Sales amounted to EUR 200.9m and were 3.6% lower compared with the same figure in 2023.
• Gross profit was EUR 20.7m, which is 20.9% less compared with the ratio recorded in 2023.
• Operating expenses reached EUR 27.5m and 25% higher than in 2023. However, amount of operating expenses
for 2024 includes 5.7m EUR losses of goodwill impairment. Excluding this one-off item, operating expenses for
2024 amounted 21.8m EUR and are 1% lower compared to 2023.
• EBITDA was negative and amounted to EUR 6.1m where in 2023 it amounted positive to EUR 5.2m.
• Adjusted EBITDA (EBITDA excluding one-off losses which is considered to be goodwill impairment) was negative
449k EUR, when in 2023 it amounted positive to EUR 5.2m.
• In 2024, the Group incurred net loss of EUR 7.6m while in 2023, the Group incurred net profit of EUR 3.4m.
• In 2024, Novaturas Group served 239k passengers. Comparing 2024 with 2023, the number of customers has
slightly reduced by 8%.
Tour packages accounted for the largest share in both sales and earnings. Sightseeing tours by coach and air account for
a small part. While sales for some categories increased, sightseeing tours by coach showed growth, whereas sales for
flight package tours, sightseeing tours by plane, and other sales decreased during 2024.
Main indicators of the Group
Financial indicators
2024
2023
(restated)*
Change, %
Revenue from contracts with customers
200,878
208,331
(3.6%)
Gross profit
20,742
26,227
(20.9%)
EBITDA
(6,132)
5,241
(217.0%)
Adjusted EBITDA
(449)
5,241
(108.6%)
Operating profit (EBIT)
(6,708)
4,886
(237.3%)
Profit before taxes
(7,786)
3,853
(302.1%)
Net profit (loss)
(7,604)
3,372
(325.5%)
Earnings per share (EUR)
(0.97)
0.43
*as disclosed in Note 2.4. in the accompanying financial statements.
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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 Management Report.
Relative indicators/ratios
2024
2023
(restated)*
Change
Number of ordinary registered shares
7,751,003
7,807,000
-
Gross profit margin (%)
10.3%
12.6%
-2.3 pp
EBITDA margin (%)
(3.1%)
2.5%
-5.6 pp
Adjusted EBITDA margin (%)
(0.2%)
2.5%
-2.7 pp
EBIT margin (%)
(3.3%)
2.3%
-5.7 pp
Profit before taxes margin (%)
(3.9%)
1.8%
-5.7 pp
Net profit margin (%)
(3.8%)
1.6%
-5.4 pp
Return on assets (ROA) (%)
(19.3%)
7.1%
-26.4 pp
Debt / equity ratio (%)
121.1%
58.0%
63.1 pp
Equity / assets ratio (%)
20.3%
32.9%
-12.6 pp
Actual profit tax rate
2.3%
12.5%
-10.1 pp
Total liquidity ratio
80.0%
63.0%
26.98%
*as disclosed in Note 2.4. in the accompanying financial statements.
Alternative
performance
measure
Definition
Meaning and interpretation of indicator
Formula
Gross profit
margin (%)
The ratio of gross
profit to revenue.
This measures the portion of revenue that
exceeds the cost of services provided. It reflects
the margin on revenue.
((Revenue - Cost of
sales) / Revenue)*100
EBITDA
Profit (loss) before
interest, tax,
depreciation, and
amortization.
Provides an indication of the company’s
operational performance from core activities,
excluding financing, tax considerations,
depreciation, and amortization.
Net profit (loss)+Finance
Costs+Tax
Expense+Depreciation+
Amortization
EBITDA
margin (%)
EBITDA as a
percentage of
revenue.
Reflects the efficiency of the company in
generating earnings from core operations
before financing, tax effects, depreciation, and
amortization.
EBITDA / Revenue * 100
Adjusted
EBITDA
Profit (loss) before
interest, tax,
depreciation, and
amortization, adjusted
for impairment loss on
goodwill (and other
items specifically
defined as non-
recurring).
Provides an indication of the company’s
operational performance from core activities,
excluding financing, tax considerations,
depreciation, and amortization and adjustments
for impairment loss on goodwill (and other items
specifically defined as non-recurring). Non-
recurring items are defined as income or
expenses that arise from events or transactions
that are clearly distinct from the ordinary
activities of the Group and are not expected to
recur frequently or regularly.
Net profit (loss)+Finance
Costs+Tax
Expense+Depreciation+
Amortization+/-
impairment loss on
goodwill (and other
items specifically defined
as non-recurring)
Adjusted
EBITDA
margin (%)
Adjusted EBITDA as a
percentage of
revenue.
Reflects the efficiency of the company in
generating earnings from core operations
before financing, tax considerations,
depreciation, and amortization and adjustments
for impairment loss on goodwill (and other items
specifically defined as non-recurring as defined
above).
Adjusted EBITDA /
Revenue * 100
(continued in the next page)
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Alternative
performance
measure
Definition
Meaning and interpretation of indicator
Formula
EBIT
Profit (loss) 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 (loss)
before tax
margin (%)
Profit (loss) before tax
as a percentage of
revenue.
Shows the company's profitability before
considering tax expenses, useful in analyzing
performance without tax-related distortions.
Profit (loss) before Tax /
Revenue * 100
Net profit
(loss) margin
(%)
Net profit (loss) as a
percentage of
revenue.
Indicates the percentage of revenue that is
retained as profit after all expenses have been
deducted.
Net profit (loss) /
Revenue * 100
Return on
assets (ROA)
(%)
Net profit (loss)
generated as a
percentage of total
assets.
Measures how efficiently the company's assets
are being used to generate profit.
Net profit (loss)
/Total Assets * 100
Debt / equity
ratio (%)
Ratio of total
borrowings and lease
liabilities to total
equity.
Indicates the relative proportions of
shareholders' equity and debt used to finance
the company’s assets.
(Non-current borrowings
+current portion of non-
current loans + Total
lease liabilities) /
Total Equity * 100
Equity /
assets ratio
(%)
Ratio of equity to total
assets.
Shows the extent of a company’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
(loss) before tax.
Reflects the actual tax rate affecting the
company's profits, which may include
adjustments for deferred taxes.
Income Tax Expense /
Profit (loss) before Tax *
100
Total liquidity
ratio
Current assets divided
by current liabilities.
Indicates the company’s ability to pay off its
short-term liabilities with its short-term assets.
Current Assets /
Current Liabilities
Load factor
A measure of seat
capacity utilization.
Indicates how efficiently available seats are
filled.
Full (occupied) seats /
Total seats
Geographical information and other sales information
In 2024, 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
companies of Novaturas. There were 3.5m unique visitors to the Group’s website in 2024, which is a 21% decrease
compared with 2023 (4.4m 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
2024, %
2023, %
Change
Travel agencies
72.4
68.7
3.7 pp
The Group’s travel agencies
16.8
15.3
1.5 pp
Online sales
9
14.2
-5.2 pp
GDS
1.8
1.8
0 pp
Total
100
100
Novaturas AB
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Number of clients serviced by country of sale (‘000 passengers):
Country of sale
2024,
(‘000 passengers)
2023,
(‘000 passengers)
Change, %
Lithuania
136.38
145.2
(6.1%)
Latvia
50.69
50.2
1.0%
Estonia
52.38
63.9
(18.0%)
Total
239.5
259.3
(7.6%)
Flight packages was the main product of the Group, as was the case in previous years.
Product category
2024,
(‘000 passengers)
2023,
(‘000 passengers)
Change, %
Flight packages
183.3
208.9
(12.3%)
Sightseeing tours by bus
3.7
3.8
(1.8%)
Sightseeing tours by air
2.1
2.0
4.5%
Other (sale of flight tickets and hotel bookings)
50.3
44.6
12.8%
Total
239.5
259.3
(7.6%)
Turkey remained the main summer holiday destination, which was booked almost by 35% of all Novaturas customers.
Compared to 2023, 2024 was also an active skiing holiday season, and we recorded a higher demand for long-haul
destinations.
Destination
2024, %
2023, %
Change
Turkey
34.26
35.90
-1.6 pp
Egypt
12.63
14.74
-2.1 pp
Greece
10.81
10.90
-0.1 pp
Montenegro
6.62
8.04
-1.4 pp
Bulgaria
3.21
6.05
-2.8 pp
Canary Island
6.92
5.76
1.2 pp
Tunisia
3.69
5.54
-1.8 pp
Portugal
3.19
3.38
-0.2 pp
Long hauls
5.97
2.10
3.9 pp
Other destinations
12.70
7.60
5.1 pp
Total
100.00
100.00
Novaturas AB
13
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
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
MLN. EUR
Group’s revenue dynamics by month 2019-2024
2024 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 2024, the Group used 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 2024, the Group did not comply with all financial and non-financial covenants, under the financing
agreements of the Group companies with banks and other credit providers. The waivers were received from “Pagalbos
verslui fondas” for ordinary bonds as of 31 December 2024 and from Luminor Bank AS long-term for credit line as of 18
March 2025.
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. The Company also complies with requirements regarding
equity to asset ratio from the credit providers. As at 31 December 2024, the Company complied with these requirements.
Plans and projections
The main objectives for 2025 are the following:
1) Offer broad destination and hotel choices for competitive edge ;
2) Expand product offering by implement dynamic and hybrid packaging;
3) Embrace AI tools for content generation, customer service and data analysis;
4) Seek growth in both B2B and B2C sales channels.
Novaturas AB
15
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 present, 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 2024
As at 31 December 2023
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%
Other
4,616,499
59.13%
4,616,499
59.13%
Total
7,751,003
99.28%
7,751,003
99.28%
Novaturas AB
55,997
0.72%
55,997
0.72%
Total
7,807,000
100.00%
7,807,000
100.00%
As at 31 December 2024 there were 6 307 records of shareholders within the Company.
Novaturas AB
16
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 2024, 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 2024 in Nasdaq Vilnius
Stock Exchange (Lithuania):
Year
Currency
Opening
price
Maximum
price
Minimum
price
Closing
price
Average
price
Traded
quantity, units
Trading
volume, EUR
2023
EUR
2.90
3.62
2.89
3.43
3.27
1,628,829
5,319,690
2024
EUR
3.41
3.64
1.39
1.45
2.47
1,945,604
4,797,479
As at 31 December 2024, the Company’s market capitalisation was EUR 11.28M.
Information about trading in the shares of Novaturas AB from 4 January 2019 until 31 December 2024 in GPW Main Market
(Poland):
Currency
Opening
price
Maximum
price
Minimum
price
Closing
price
Average
price
Traded
quantity,
units
Trading
volume, PLN
2023
PLN
14.00
24.00
13.90
16.45
18.51
19,260
356,583
2024
PLN
16.45
17.15
6.48
7.82
12.40
17,631
218,677
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
2018.12.30 2019.12.30 2020.12.30 2021.12.30 2022.12.30 2023.12.30 2024.12.30
Volume, Units
Price EUR/Unit
Volume and price of AB Novaturas shares in Nasdaq Vilnius Stock
Exchange
Novaturas AB
17
As at 31 December 2024, the Company’s market capitalisation was PLN 61M.
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 2024.
The Company holds 55,997 own shares as at 31 December 2024 (same as at 31 December 2023).
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 dividends, according to current lending conditions, must be pre-approved by financial lenders. The Company
continues to seek amendments to the lending conditions to ensure that future dividend payments are 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, management
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
31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 31/12/2023 31/12/2024
Volume, Units
Price PLN / Unit
Volume and price of AB Novaturas shares in Warsaw Stock Exchange
Novaturas AB
18
The term of office of this Board is two years from its election, i.e. until June 6, 2025 or until a new Board is elected and
begins its work, but no longer than until the annual General Meeting of Shareholders held in the year of the end of the
Board's term.
Activities of the Company’s management bodies in 2024
Activities of the Board
In total in 2024 nineteen meetings of the Board were held, out of which seven decisions were taken in written without
convening a Board meeting. All of them had the quorum required under legal acts.
Seventy-seven issues were discussed during the meetings (this number does not include issues regarding the approval of
the agenda, setting meeting dates, current issues of the Company's activities, discussions among Board members and
discussions between the Board and the Company's CEO, etc.). The key issues discussed, considered and/or approved at
the meetings of the Board are the following: the organization of the Board’s activities, the Company’s performance, the
Company’s activities and efficiency, organizational structure, financial position, budget and its control, formation of Audit
and Risk Committee, considered financing alternatives, approved International Sanctions Implementation Policy and
policies related to personal data protection and information security, etc. Also, during the reporting period, in addition to
the above-mentioned Board meetings, seventeen meetings of Board members were held with management of the
Company regarding the efficiency and optimization of the Company’s operations, attracting additional financing and other
issues related to work organization, during which no decisions were made. 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,, 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
19
Tomas Korganas
19
Ugnius Radvila
19
Total number of meetings/decisions
19
* 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
19
The Board members as at 31 December 2024:
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 is also a member of the Klaipėda City Municipality Council and the Chairman of the Klaipėda City
Control Committee. Mr. Tomas Korganas also holds a position of director of MB Kopa Investments. 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
20
Activities of the Audit and Risk Committee
The Audit and Risk Committee has been elected on 7 June 2024 and had six meetings in 2024, during which eighteen
issues were discussed (this number does not include issues regarding the approval of the agenda, setting meeting dates,
election of the chairman, appointment of the vice-chairman and secretary). All of them had the quorum required under legal
acts. During the reporting period, the Committee members also had four meetings with the Company's management in
order to discuss the Company's budget control process, the financial reporting process, financial data control, and two
meetings with the Company's auditors to discuss the audit principles of the Company's 2024 financial statements, audit
preparation and other audit-related issues.
The key issues considered at the meetings of the Audit and Risk Committee are the following: a decision was taken to
prepare and submit to the Company's Board for approval the Company’s internal documents ensuring the security of
confidential information and protection of Personal Data (Personal Data Protection Policy; Information Security Policy;
Information Security Risk Assessment Methodology, International Personal Data Transfer Policy), preparation and
supervision of the audit process of the Company's financial statements of 2024, review of the process and of ensuring the
Company's budget control and financial reporting, a decision was taken to submit the Company's International Sanctions
Implementation Policy to the Board for approval, etc.
Numbers of meetings in which the members of the Committee took part are shown in the table below:
Member of Audit and Risk Committee
Committee meetings/decisions
Gediminas Almantas
6
Tomas Korganas
6
Ingrida Kuzmickienė
6
Total number of meetings
6
Two Members of the Committee (Gediminas Almantas and Tomas Korganas) meet the independence criteria set out in
legal acts and the one (Ingrida Kuzmickienė) is also an employee of the Company (Head of Legal).
Novaturas AB
21
The members of Audit and Risk Committee as at 31 December 2024:
Name
Position on
the
Committee
Legal entity and position
Number
of shares
held in
the
Company
Start of
term
Gediminas
Almantas
Member of
the Audit
and Risk
Committee
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.
-
07/06/2024
Tomas
Korganas
Chairman of
the Audit
and Risk
Committee
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.
-
07/06/2024
Ingrida
Kuzmickienė
Member of
the Audit
and Risk
Committee
(vice-
chairman)
Has over 18 years of legal experience in international
companies out of which 10 years hold a position as head of
legal and other departments. She has been a board member
of holding company in international group “Apex Alliance” and
worked with mergers and acquisitions (M&A), variuos
transactions, corporate strategies and risks.
-
07/06/2024
Novaturas AB
22
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
CEO
Kristijonas Kaikaris
164.10
-
-
-
Total CEO
164.10
-
-
-
-
Members of the Board
Almantas Gediminas
30.00
27.50
-
-
-
Korganas Tomas
22.80
20.90
-
-
-
Ugnius Radvila
22.80
20.90
-
-
-
Total Members of the Board
75.60
69.30
-
-
-
Members of the Audit and Risk
Committee
Almantas Gediminas
8.50
-
-
-
-
Korganas Tomas
6.50
-
-
-
-
Ingrida Kuzmickienė
6.50
-
-
-
-
Total Members of the Audit and
Risk Committee
21.50
-
-
-
-
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’s annual financial
statements which comprise of statements of financial position as at 31 December 2024, statements of comprehensive
income for 2024, statements of changes in equity and cash flow statements for the 2024, 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 management report for 2024. 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
and Corporate Governance Rules for companies listed on GPW Warsaw.
The Company, in accordance with Article 12(3) of the Law on Securities of the Republic of Lithuania, Clause 25.4 of the
AB Nasdaq Vilnius Listing Rules, and taking into account the corporate governance principles set out in the Best Practice
for GPW Warsaw Listed Companies, discloses how it complies with the Corporate Governance Code for the companies
listed on Nasdaq Vilnius and the Best Practice for GPW Warsaw Listed Companies. Where certain provisions or
recommendations of these codes are not applied, the Company indicates which specific provisions or recommendations
are not followed and explains the reasons for non-compliance. Additional explanatory information, as required by the
applicable format, is also provided. The structured disclosure table is presented in Annex 1.
Novaturas AB
23
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 by main types of operations:
2024
2023
Change, %
Representatives and guides abroad
14
49
-71
Sales assistants in own sales channels
36
38
-5
Other employees
125
128
-2
Total
175
215
-19
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 2024 (excluding employees on maternity,
paternity and parental leave as at 31 December 2024).
Estonia
Lithuania
Latvia
Group
Women
Number of employees
19
94
25
138
Average age
39,8
39
41,5
39,5
Average term of service (years)
4,5
5,2
5,8
5,2
Men
Number of employees
4
30
3
37
Average age
40,7
38,7
47,6
39,6
Average term of service (years)
6
3.8
3.7
4
Total number of employees
23
124
28
175
Overall average age
39,9
38,9
42,1
39,5
Average term of service (years)
4,8
4,9
5,5
5
The predominant part of the Group’s workforce is employed in Lithuania (124 employees of 175 in Lithuania), while the
number of employees in the other two markets is very similar, i.e. 28 in Latvia and 23 in Estonia.
Gender breakdown: women dominate the group as a whole (138 workers out of 175).
The average age of the Group’s employees is 39,5 years, and there is very little difference between the average age of
women and men (the average age of women is 39,5 years, men – 39,6 years).
On average, the period of service in the Group companies is 3 years: men, on average, have a slightly shorter tenure than
women (4 and 5,2 years, respectively).
Novaturas AB
24
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 2024 (not limited to those who worked full year).
Women
Men
Total
Employees waking in offices
Average monthly salary
2,652
3,624
2,895
Number of employees
75
25
100
Direct sales unit
Average monthly salary
1,432
1,352
1,427
Number of employees
15
1
16
Representatives abroad
Average monthly salary
1,490
1,510
1,500
Number of employees
4
4
8
Total average monthly salary
2,408
3,266
2,615
Total number of employees
94
30
124
The average monthly salary gap between men and women slightly reduced during 2024: average monthly earnings of men
was 36% (2023 – 40%) 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
6,474
10,762
8,189
Number of employees
3
2
5
Middle-level managers
Average monthly salary
4,035
5,382
4,403
Number of employees
8
3
11
Project managers, managers, experts
Average monthly salary
2,104
2,413
4,517
Number of employees
83
25
108
Total average monthly salary
2,408
3,266
2,615
Total number of employees
94
30
124
In 2024 the Group’s top-level management team was made up of 2 men and 3 women. 73% 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
25
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 2024 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 2024 we have continued respective improvement actions which will be
continued during 2025.
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
26
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
27
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 2023 the company granted 62,597 units of share options, out of which 20,130 lapsed during 2023, 20,000 units
were executed, and 108,392 units survived as at 31 December 2023.
During 2024 the Company and the Group granted 60,311 units of share options, out of which 60,735 units lapsed during
2024 and 107,968 units survived as at 31 December 2024.
33,100 of granted share option units shall vest during the year 2025, 30,557 units during 2026 and 44,311 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
28
Below are presented dynamics of annual group net profit and average monthly remuneration:
2019
2020
2021
2022
2023
2024
Average monthly remuneration
(EUR)
1,636
1,633
1,923
2,082
2,527
2,948
Group net profit (loss) (EUR'000)
4,214
(5,750)
1,026
(722)
3,372
(7,604)
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
29
Activity 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.
In response to the global challenge of achieving zero net emissions, Novaturas Group is continuously evolving its business
practices to align with the industry's anticipated developments and sustainability goals. For the long-term strategy, we are
committed to minimizing our environmental footprint.
When selecting air carriers, Novaturas carefully evaluates their impact on climate change and the environment. We are
continuously strengthening our partnership with airBaltic, a leader in Europe with one of the youngest and most
environmentally friendly fleets. airBaltic's focus on reducing carbon emissions through modern, fuel-efficient aircraft is a
key factor in our choice.
Additionally, our partnership with Heston Airlines further demonstrates our dedication to both sustainability and traveler
experience. Heston Airlines is known for its high standards in passenger comfort, safety, and service quality, all while
maintaining a strong focus on sustainability.
Sustainability also guides our approach to hotel partnerships. We aim to select accommodations that prioritize responsible
practices, from reducing energy consumption to managing waste and promoting sustainable resource use. We value hotel
partners that are actively fostering a more sustainable tourism industry.
Moreover, our portfolio includes sightseeing trips that not only offer relaxation but also provide travellers with the
opportunity to deepen their understanding of the environment and local heritage.
Looking ahead, our long-term vision is to empowering our customers to make more eco-conscious choices, whether they
are selecting sustainable airlines, eco-friendly hotels, or environmentally aware experiences.
Novaturas AB
30
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 Darius Undzėnas,
Chief Financial Officer of Novaturas AB, confirm that, to the best of our knowledge, the consolidated management report
of Novaturas AB for 2024 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
Darius Undzėnas Chief Financial Officer
Novaturas AB
31
The Consolidated and the Company’s Financial Statements for the
year ended 31 December 2024
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 | December | December | January | ||
2024 | 2023 | 2023 | 2024 | 2023 | 2023 | ||
(restated)* | (restated)* | (restated)* | (restated)* | ||||
ASSETS | |||||||
Non-current assets | |||||||
Goodwill | 4 | 24,644 | 30,327 | 30,327 | |||
Other intangible assets | 4 | 736 | 809 | 627 | |||
Property, plant and equipment | 79 | 113 | 59 | ||||
Right-of-use assets | 5 | 289 | 201 | 239 | |||
Investments in subsidiaries | 6 | 2,859 | 2,859 | 2,859 | |||
Non-current receivables | 7 | - | 12 | ||||
Deferred income tax | 705 | 525 | 872 | ||||
asset | |||||||
Total non-current | 29,319 | 34,834 | 34,995 | ||||
assets | |||||||
Current assets | |||||||
Prepayments | 7 | 1,022 | 1,807 | 3,814 | |||
Capitalized contract | 8 | 1,385 | 1,250 | 1,215 | |||
costs | |||||||
Trade and other receivables | 9 | 2,247 | 1,960 | 746 | |||
Contract assets | 9 | 66 | 120 | 170 | |||
Receivable from related | 26 | 595 | 4,007 | 1,590 | |||
parties | |||||||
Prepaid income tax | 24 | 53 | 4 | 4 | |||
Other current assets | 147 | 233 | 205 | ||||
Other current financial | 11 | 1,500 | - | - | |||
assets | |||||||
Restricted cash | 12 | - | - | 200 | |||
Cash and cash | 12 | 165 | 1,434 | 448 | |||
equivalents | |||||||
Total current assets | 7,180 | 10,815 | 8,392 | ||||
TOTAL ASSETS | 36,499 | 45,649 | 43,387 |
* Note 2.4
(Continued in the next page)
The accompanying notes are an integral part of these financial statements.
Novaturas AB
32
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 | ||
2024 | 2023 | 2023 | 2024 | 2023 | 2023 | ||
(restated)* | (restated)* | (restated)* | (restated)* | ||||
EQUITY AND LIABILITIES | |||||||
Equity | |||||||
Share capital | 234 | 234 | 234 | ||||
Own shares acquired | ( | ( | (183) | (183) | - | ||
Reserve for acquisition | 13 | 183 | 1,250 | 1,250 | |||
of own shares | |||||||
Legal reserve | 13 | 29 | 29 | 29 | |||
Foreign currency | 13 | - | - | - | |||
translation reserve | |||||||
Retained earnings | 3,502 | 8,077 | 6,466 | ||||
Total equity | 3,765 | 9,407 | 7,979 | ||||
Non-current liabilities | |||||||
Non-current | 14, 26 | 12,141 | 14,237 | 13,205 | |||
borrowings | |||||||
Lease liabilities | 5 | 155 | 133 | 128 | |||
Total non-current | 12,296 | 14,370 | 13,333 | ||||
liabilities | |||||||
Current liabilities | |||||||
Current portion of non- current loans | 14, 26 | 3,406 | 735 | 1,975 | |||
Trade payables | 2,018 | 1,950 | 7,122 | ||||
Payables to related | 26 | 6,150 | 8,663 | 3,746 | |||
parties | |||||||
Contract liabilities | 17 | 7,496 | 6,946 | 8,073 | |||
Income tax payable | - | 117 | - | ||||
Lease liabilities | 5 | 152 | 88 | 123 | |||
Derivative financial | 10 | - | 229 | - | |||
instruments | |||||||
Provisions | 16 | 1 | 1,574 | - | |||
Other current liabilities | 16 | 1,215 | 1,570 | 1,036 | |||
and accrued expenses | |||||||
Total current | 20,438 | 21,872 | 22,075 | ||||
liabilities | |||||||
TOTAL EQUITY AND LIABILITIES | 36,499 | 45,649 | 43,387 |
* Note 2.4
(Concluded)
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 9 June 2025
Chief Financial Officer
Darius Undzėnas
As at 9 June 2025
Novaturas AB
33
Statements of comprehensive income
Notes
Group | Company | ||||
2024 | 2023 | 2024 | 2023 | ||
(restated)* | (restated)* | ||||
Revenue from the contracts with customers | 18 | 117,063 | 119,446 | ||
Cost of sales | 19 | ( | ( | (102,560) | (102,980) |
Gross profit | 14,503 | 16,466 | |||
Selling expenses | 21 | ( | ( | (8,844) | (9,197) |
General and administrative expenses | 22 | ( | ( | (9,762) | (3,721) |
Including impairment loss on goodwill | 4 | ( | (5,683) | - | |
Other operating income | 59 | 345 | |||
Other operating expenses | ( | ( | (18) | (699) | |
Operating profit (loss) | ( | (4,062) | 3,194 | ||
Finance income | 23 | 713 | 587 | ||
Including interest income | 23 | 112 | 128 | ||
Finance (expenses) | 23 | ( | ( | (2,453) | (1,787) |
Including interest expenses | 23 | ( | ( | (1,655) | (1,579) |
Profit (loss) before tax | ( | (5,802) | 1,994 | ||
Income tax (expense) | 24 | ( | 190 | (463) | |
Net profit (loss) | ( | (5,612) | 1,531 | ||
Total other comprehensive income | - | - | |||
Total comprehensive income | ( | (5,612) | 1,531 | ||
Net profit (loss) attributable to: | |||||
To the equity holders of the Company | ( | (5,612) | 1,531 | ||
Non-controlling interests | - | - | |||
( | (5,612) | 1,531 | |||
Total comprehensive income attributable to: | |||||
To the equity holders of the Company | ( | (5,612) | 1,531 | ||
Non-controlling interests | - | - | |||
( | (5,612) | 1,531 | |||
Earnings per share (EPS) for continuing operations: | |||||
Basic and diluted, profit (loss) for the period | |||||
attributable to ordinary equity holders of the parent | 27 | ( | |||
(in EUR) |
* Note 2.4
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 9 June 2025
Chief Financial Officer
Darius Undzėnas
As at 9 June 2025
Statements of changes in equity
Foreign | Equity | ||||||||
Own shares | Own shares | currency | Retained earnings | attributable to | |||||
Group | Notes | Issued capital | acquired | acquisition | Legal reserve | translation | (restated*) | the equity | |
reserve | reserve | holders of the | |||||||
parent company | |||||||||
Balance as at 1 January 2023, as originally reported | |||||||||
Restatement due to correction of the error | 2.4 | ( | ( | ||||||
| Restated balance as at 1 January | |||||||||
| 2023 | |||||||||
Net profit (loss) | |||||||||
Other comprehensive income (loss) | |||||||||
Total comprehensive income (loss) | |||||||||
Share based payments | 28 | ||||||||
Acquisition of own shares | 1 | ( | ( | ||||||
| Restated balance as at 31 | ( | ||||||||
| December 2023 | |||||||||
Net profit (loss) | ( | ( | |||||||
Other comprehensive income (loss) | |||||||||
Total comprehensive income (loss) | ( | ( | |||||||
Share based payments | 28 | ( | ( | ||||||
Reversal of own shares acquisition | 13 | ( | |||||||
reserve | |||||||||
Balance as at 31 December 2024 | ( |
(Continued in the next page)
Novaturas AB
34
Novaturas AB
35
Statements of changes in equity (continued)
Company
Notes
Issued capital
Own shares
acquired
Own shares
acquisition
reserve
Legal reserve
Foreign
currency
translation
reserve
Retained earnings
(restated*)
Equity
attributable to
the equity
holders of the
parent
company
Balance reported as at 1 January
2023, as originally reported
234
-
1,250
29
-
8,537
10,050
Restatement due to correction of the
error
2.4
-
-
-
-
-
(2,071)
(2,071)
Restated balance as at 1 January
2023
234
-
1,250
29
-
6,466
7,979
Net profit (loss) for period
-
-
-
-
-
1,531
1,531
Other comprehensive income (loss)
-
-
-
-
-
-
-
Total comprehensive income (loss)
-
-
-
-
-
1,531
1,531
Share based payments
28
-
-
-
-
-
80
80
Acquisition of own shares
1
-
(183)
-
-
-
-
(183)
Restated balance as at 31 December
2023
234
(183)
1,250
29
-
8,077
9,407
Net profit (loss) for period
-
-
-
-
-
(5,613)
(5,613)
Other comprehensive income (loss)
-
-
-
-
-
-
-
Total comprehensive income (loss)
-
-
-
-
-
(5,613)
(5,613)
Share based payments
28
-
-
-
-
-
(29)
(29)
Reversal of own shares acquisition
reserve
13
-
-
(1,067)
-
-
1,067
-
Balance as at 31 December 2024
234
(183)
183
29
-
3,502
3,765
*Note 2.4
(Concluded)
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 9 June 2025
Chief Financial Officer
Darius Undzėnas
As at 9 June 2025
Novaturas AB
36
Statements of cash flows
Notes
Group | Company | ||||
2024 | 2023 | 2024 | 2023 | ||
(restated)* | (restated)* | ||||
Cash flows from (to) operating activities | |||||
Net profit | ( | (5,612) | 1,531 | ||
Adjustments for non-cash items: | |||||
Depreciation and amortisation | 21, 22 | 492 | 265 | ||
Income tax for the reporting period | 24 | ( | (190) | 463 | |
Goodwill impairment | 4 | 5,683 | - | ||
Change in derivative financial instruments | ( | (229) | 229 | ||
Elimination of financial, investment and other non-cash activity results | 1,252 | 1,528 | |||
( | 1,396 | 4,016 | |||
Changes in working capital: | |||||
(Increase)/decrease in prepayments | 785 | 1,792 | |||
(Increase)/decrease contract costs | ( | (135) | (35) | ||
(Increase)/decrease in trade and other receivables | ( | 3,118 | (3,619) | ||
(Increase)/decrease in contract assets | 54 | 50 | |||
(Increase)/decrease in other current assets | ( | 86 | (28) | ||
(Increase)/decrease in other current financial | ( | (1,500) | - | ||
assets | |||||
Increase/(decrease) in trade accounts payable | ( | (2,445) | (255) | ||
payables | |||||
Increase/(decrease) in contract liabilities | ( | 550 | (1,127) | ||
Income tax paid | ( | (82) | - | ||
Increase/(decrease) in provisions | ( | (1,573) | 1,574 | ||
Increase/(decrease) in other current liabilities | ( | (355) | 749 | ||
and accrued expenses | |||||
Net cash flows from (to) operating | ( | (101) | 3,117 | ||
activities | |||||
Cash flows from (to) investing activities | |||||
(Acquisition) of non-current assets (excluding | ( | ( | (473) | (463) | |
investments) | |||||
Proceeds from sale of non-current assets | - | - | |||
(except investments) | |||||
Net cash flows from (to) investing activities | ( | ( | (473) | (463) | |
Cash flows from (to) financing activities | |||||
Loans received | 14 | 4,800 | 6,000 | ||
(Repayment) of loans | 14 | ( | ( | (4,225) | (6,208) |
Interest (paid) | 14 | ( | ( | (1,060) | (1,231) |
Lease and related interests (paid) | 5 | ( | ( | (210) | (180) |
Own shares purchase | 1 | ( | - | (249) | |
Net cash flows from (to) financing activities | ( | ( | (695) | (1,868) | |
Net increase (decrease) in cash flows | ( | (1,269) | 786 | ||
Cash and cash equivalents at the beginning of the period | 1,434 | 648 | |||
Cash and cash equivalents at the end of the period | 165 | 1,434 | |||
| * Note 2.4 |
The accompanying notes are an integral part of these financial statements.
Chief Executive Officer
Kristijonas Kaikaris
As at 9 June 2025
Chief Financial Officer
Darius Undzėnas
As at 9 June 2025
Novaturas AB
37
Notes to the financial statements
As at 31 December 2024 | As at 31 December 2023 | |||
Number of | Ownership | Number of | Ownership | |
shares held | interest, % | shares 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% |
Other | 4,616,499 | 59.13% | 4,616,499 | 59.13% |
Total | 7,751,003 | 99.28% | 7,751,003 | 99.28% |
Novaturas AB | 55,997 | 0.72% | 55,997 | 0.72% |
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 | ||||||
2024, % | 2023 | , % | |||||
Latvian | Kr. | Organization | |||||
Novatours SIA | 40003525782 | registry of | Valdemara | 100% | 100% | and | |
enterprises | St. 100, | distribution of | |||||
Riga, Latvia | 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 of | |||||
Lithuania | tours. | ||||||
Romanian | M. Caramfil | ||||||
st. 53, | |||||||
Novatours Holidays SRL | 22801786 | registry of | 100% | 100% | Dormant | ||
Bucharesht,
enterprises
Romania
Since 2009, 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
38
Novaturas AB
39
Novaturas AB
40
Novaturas AB
41
Novaturas AB
42
Novaturas AB
43
Novaturas AB
44
As originaIly | Restated | |||
Group | reported | Error #1 | Error #2 | |
As at 31 | As at 31 December | |||
December 2023 | 2023 | |||
Prepayments | 5,786 | (1,745) | (541) | 3,500 |
Total current assets | 17,695 | (1,745) | (541) | 15,409 |
TOTAL ASSETS | 49,853 | (1,745) | (541) | 47,567 |
Retained earnings | 16,464 | (1,745) | (541) | 14,178 |
Total equity | 17,939 | (1,745) | (541) | 15,653 |
TOTAL EQUITY AND LIABILITIES | 49,853 | (1,745) | (541) | 47,567 |
Novaturas AB
45
As originaIly | Restated | |||
Group | reported | Error #1 | Error #2 | |
As at 1st January | As at 1st | |||
2023 | January 2023 | |||
Prepayments | 15,140 | (1,530) | (541) | 13,069 |
Total current assets | 23,215 | (1,530) | (541) | 21,144 |
TOTAL ASSETS | 55,590 | (1,530) | (541) | 53,519 |
Retained earnings | 12,797 | (1,530) | (541) | 10,726 |
Total equity | 14,455 | (1,530) | (541) | 12,384 |
TOTAL EQUITY AND LIABILITIES | 55,590 | (1,530) | (541) | 53,519 |
As originaIly | Restated | |||
Group | reported | Error #1 | Error #2 | |
2023 | 2023 | |||
Cost of sales | (181,889) | (215) | - | (182,104) |
Gross profit | 26,442 | (215) | - | 26,227 |
Operating profit | 4,556 | (215) | - | 4,341 |
Profit before tax | 4,068 | (215) | - | 3,853 |
Net profit (loss) | 3,587 | (215) | - | 3,372 |
Total comprehensive income | 3,587 | (215) | - | 3,372 |
Net profit attributable to: | ||||
To the equity holders of the Company | 3,587 | (215) | - | 3,372 |
Total comprehensive income | ||||
attributable to: | ||||
To the equity holders of the Company | 3,587 | (215) | - | 3,372 |
Earnings per share (EPS) for continuing operations: | ||||
Basic and diluted, profit for the period | ||||
attributable to ordinary equity holders of the parent (in EUR) | 0.46 | (0.03) | - | 0.43 |
Novaturas AB
46
As originaIly | Restated | |||
Company | reported | Error #1 | Error #2 | |
As at 31 | As at 31 December | |||
December 2023 | 2023 | |||
Prepayments | 4,093 | (1,745) | (541) | 1,807 |
Total current assets | 13,101 | (1,745) | (541) | 10,815 |
TOTAL ASSETS | 47,935 | (1,745) | (541) | 45,649 |
Retained earnings | 10,363 | (1,745) | (541) | 8,077 |
Total equity | 11,693 | (1,745) | (541) | 9,407 |
TOTAL EQUITY AND LIABILITIES | 47,935 | (1,745) | (541) | 45,649 |
As originaIly | Restated | |||
Company | reported | Error #1 | Error #2 | |
As at 1st | As at 1st January | |||
January 2023 | 2023 | |||
Prepayments | 5,885 | (1,530) | (541) | 3,814 |
Total current assets | 10,463 | (1,530) | (541) | 8,392 |
TOTAL ASSETS | 45,458 | (1,530) | (541) | 43,387 |
Retained earnings | 8,537 | (1,530) | (541) | 6,466 |
Total equity | 10,050 | (1,530) | (541) | 7,979 |
TOTAL EQUITY AND LIABILITIES | 45,458 | (1,530) | (541) | 43,387 |
Novaturas AB
47
As originaIly | Restated | |||
Company | reported | Error #1 | Error #2 | |
2023 | 2023 | |||
Cost of sales | (102,765) | (215) | - | (102,980) |
Gross profit | 16,681 | (215) | - | 16,466 |
Operating profit | 3,409 | (215) | - | 3,194 |
Profit before tax | 2,209 | (215) | - | 1,994 |
Net profit (loss) | 1,746 | (215) | - | 1,531 |
Total comprehensive income | 1,746 | (215) | - | 1,531 |
Net profit attributable to: | ||||
To the equity holders of the Company | 1,746 | (215) | - | 1,531 |
- | - | |||
Total comprehensive income attributable to: | ||||
To the equity holders of the Company | 1,746 | (215) | - | 1,531 |
- | ||||
Earnings per share (EPS) for continuing operations: | ||||
Basic and diluted, profit for the period | ||||
attributable to ordinary equity holders of the parent (in EUR) | 0.22 | (0.03) | - | 0.20 |
Novaturas AB
48
Novaturas AB
49
Estimated impairment on value of goodwill, EUR‘000 | ||||
Description of the change in assumption used | Lithuania | Latvia CGU | Estonia | Group |
CGU | CGU | |||
WACC rate increase by 1 pp (12.72% to 13.72%) | - | 42 | 6,016 | 6,058 |
Growth of sales through own channels reduces by 5pp (8% to 3% during 2026 - 2029) | - | 835 | 7,240 | 8,075 |
Profitability per customer reduces by 10 % during 2026 - 2029 | - | 1,048 | 7,072 | 8,120 |
Novaturas AB
50
Group | Goodwill | Software | Total |
Acquisition cost: | |||
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 |
Additions | - | 233 | 233 |
Write-offs | - | (3) | (3) |
Balance as of 31 December 2024 | 30,327 | 1,811 | 32,138 |
Accumulated amortisation/impairment: | |||
Balance as of 31 December 2022 | - | 695 | 695 |
Amortisation charge for the year | - | 77 | 77 |
Impairment | - | - | - |
Write-offs | - | - | - |
Balance as of 31 December 2023 | - | 772 | 772 |
Amortisation charge for the year | - | 306 | 306 |
Impairment | 5,683 | - | 5,683 |
Write-offs | - | (3) | (3) |
Balance as of 31 December 2024 | 5,683 | 1,075 | 6,758 |
Net book value as of 31 December 2024 | 24,644 | 736 | 25,380 |
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 |
Company | Goodwill | Software | Total |
Acquisition cost: | - | ||
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 |
Additions | - | 233 | 233 |
Write-offs | - | (3) | (3) |
Balance as of 31 December 2024 | 30,327 | 1,717 | 32,044 |
Accumulated amortisation/impairment: | |||
Balance as of 31 December 2022 | - | 602 | 602 |
Amortisation charge for the year | - | 76 | 76 |
Impairment | - | - | - |
Write-offs | - | - | - |
Balance as of 31 December 2023 | - | 678 | 678 |
Amortisation charge for the year | - | 306 | 306 |
Impairment | 5,683 | - | 5,683 |
Write-offs | - | (3) | (3) |
Balance as of 31 December 2024 | 5,683 | 981 | 6,664 |
Net book value as of 31 December 2024 | 24,644 | 736 | 25,380 |
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 |
Novaturas AB
51
Group | Company | |
Right-of-use assets: | ||
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 |
Additions | 285 | 233 |
Depreciation for the year | (217) | (145) |
Balance as of 31 December 2024 | 426 | 289 |
Group | Company | |
Lease liabilities: | ||
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 |
Additions | 372 | 296 |
Payments made | (262) | (178) |
Interest paid | (44) | (32) |
Balance as of 31 December 2024 | 467 | 307 |
2024 | 2023 | |||
Group | Company | Group | Company | |
Depreciation expense on right-of-use assets | 217 | 145 | 231 | 154 |
Interest expense on lease liabilities | 44 | 32 | 30 | 17 |
Expense relating to short-term leases | 262 | 178 | 231 | 163 |
Total of expenses | 523 | 355 | 492 | 334 |
2024 | 2023 | |||
Group | Company | Group | Company | |
Non-current lease liabilities | 235 | 155 | 235 | 133 |
Current lease liabilities | 232 | 152 | 166 | 88 |
Total of liabilities | 467 | 307 | 401 | 221 |
6 Investment in subsidiaries
Investments into subsidiaries of the Company as at 31 December are as follows:
2024 | 2023 | |||||||
Acquisition | Controlled | Net profit | Equity of | Acquisition | Controlled | Net profit | Equity of | |
Subsidiary | cost | part, % | (loss) of | subsidiary | cost | part, % | (loss) of | subsidiary |
subsidiary | subsidiary | |||||||
Novatours SIA | 1,073 | 100% | (1,452) | (1,270) | 1,073 | 100% | 151 | 183 |
Novatours OU | 1,786 | 100% | (545) | 8,150 | 1,786 | 100% | 1,825 | 8,695 |
Aviaturas ir Partneriai | 361 | 100% | 6 | 234 | 361 | 100% | 120 | 228 |
UAB | ||||||||
Novatours Holidays | 95 | 100% | - | - | 95 | 100% | - | - |
SRL | ||||||||
(Impairment) | (456) | 100% | - | - | (456) | 100% | - | - |
Total | 2,859 | 2,859 |
As at 31 December 2024 and 2023, impairment of investment into subsidiary SRL Novatours Holidays was accounted for.
Impairment of the investment in Aviaturas ir Partneriai UAB was accounted for as at 31 December 2024 and 2023.
As at 31 December 2024 and 2023 the shares of SIA Novatours, OU Novatours and UAB Aviaturas ir Partneriai, owned
by the Company, were pledged to the Luminor Bank AS in accordance with the credit line agreement (Note 14).
The recoverable amount of every cash-generating unit as at 31 December 2024 was determined based on the expected
future cash flows in accordance with five-year forecasts approved by the management as disclosed in Note 3. Based on
the recoverability assessment performed no additional impairment for investment in subsidiaries was identified as well as
resulted in no ground for reversal of previously booked impairment as at 31 December 2024 and 2023.
7 Prepayments
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 | Jaguary | |
2024 | 2023 | 2023 | 2024 | 2023 | 2023 | |
(restated)* | (restated)* | (restated)* | (restated)* | |||
Prepayments | ||||||
Prepayments to service suppliers | 2,986 | 4,310 | 14,375 | 1,125 | 2,451 | 4,954 |
Impairment losses for doubtful | (269) | (810) | (1,306) | (103) | (644) | (1,140) |
balances | ||||||
Total of prepayments | 2,717 | 3,500 | 13,069 | 1,022 | 1,807 | 3,814 |
*Note 2.4 |
The main part of the Group’s and the Company’s prepayments as at 31 December 2024 and 2023 consisted of cost related
to airline tickets, hotel services, visas, ferry boat tickets and other services. Change in allowance for doubtful prepayments
for the years 2024 and 2023 has been included into cost of sales (Note 22).
As at 31 December 2024, the Group and the Company had a commitment to pay advances amounting to EUR 2.1 million
for future travel services in respect of reservations already made by the customers. No such commitment existed as at 31
December 2023.
Novaturas AB
52
Novaturas AB
53
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Cost to obtain a contract | 702 | 719 | 342 | 325 |
Cost to fulfil a contract | 2,502 | 3,313 | 1,043 | 925 |
Total of capitalized contract costs | 3,204 | 4,032 | 1,385 | 1,250 |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Trade accounts receivable | ||||
Trade receivable, gross | 1,237 | 1,257 | 778 | 655 |
Less: Impairment losses for doubtful receivable | (354) | (354) | (351) | (351) |
Total of trade accounts receivables | 883 | 903 | 427 | 304 |
Other receivables | ||||
Compensation receivable for Get-Jet Airlines case | - | 1,000 | - | 1,000 |
Deposits to the service suppliers | 1,810 | 1,316 | 1,692 | 234 |
Subsidies receivable from government | 72 | 40 | 72 | 40 |
VAT receivable | 52 | 356 | 45 | 262 |
Other | 11 | 362 | 11 | 120 |
Total of other receivables | 1,945 | 3,074 | 1,820 | 1,656 |
Contract assets | 124 | 223 | 66 | 120 |
Total of trade accounts receivables and other current assets | 2,952 | 4,200 | 2,313 | 2,080 |
Novaturas AB
54
Individually assessed impairment | ||
Group | Company | |
Balance as of 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 of 31 December 2023 | (354) | (351) |
Reversal of allowance for expected credit loss for the year | - | - |
Written off amounts | - | - |
Allowance for expected credit loss for the year | - | - |
Balance as of 31 December 2024 | (354) | (351) |
Novaturas AB
55
Receivables, | Receivables past due but not impaired | |||||||
neither past | More | |||||||
Company | due nor | Less | 30-60 | 60-90 | than | 90- | Total | |
allowed for | than 30 | days | days | 120 | 120 | |||
expected | days | days | days | |||||
credit loss | ||||||||
2024 | ||||||||
Trade accounts receivables (including | 116 | 168 | 4 | 27 | 379 | 150 | 844 | |
contract assets) | ||||||||
Less: Impairment losses for doubtful | - | - | - | - | (351) | - | (351) | |
receivables | ||||||||
Total trade accounts receivables | 116 | 168 | 4 | 27 | 28 | 150 | 493 | |
(including contract assets) | ||||||||
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) |
Novaturas AB
56
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Deposited guarantees | 3,310 | - | 1,500 | - |
Total other current financial assets | 3,310 | - | 1,500 | - |
Novaturas AB
57
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Cash at bank | 226 | 3,206 | 136 | 1,413 |
Cash on hand | 104 | 109 | 27 | 19 |
Cash in transit | 64 | 32 | 2 | 2 |
Total of cash and cash equivalents | 394 | 3,347 | 165 | 1,434 |
Novaturas AB
58
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Borrowings | ||||
Luminor Bank AS long-term credit line, annual | 3,300 | 2,000 | 3,300 | 2,000 |
interest rate – 3 month EURIBOR + 3.8% | ||||
Limited partnership “Pagalbos verslui fondas” | 5,000 | 5,000 | 5,000 | 5,000 |
ordinary bonds of 5.60% | ||||
Novatours OU loan, annual interest rate – 6 month | - | - | 6,300 | 6,300 |
EURIBOR + 2.68% | ||||
Loan granted by Investicijų ir verslo garantijos UAB, annual interest rate – 1.69%. | 789 | 1,262 | 789 | 1,262 |
Average weighted annual interest rate on a liquidity | ||||
loan and loan from State Social Insurance Fund – | 161 | 420 | 158 | 410 |
0% | ||||
Total borrowings | 9,250 | 8,682 | 15,547 | 14,972 |
Less: current portion of non-current borrowings | (3,412) | (742) | (3,406) | (735) |
Total non-current borrowings | 5,838 | 7,940 | 12,141 | 14,237 |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Current borrowings (current portion of non-current | 5.5% | 5.1% | 7.1% | 6.8% |
borrowings) | ||||
Non-current borrowings | 5.5% | 5.1% | 7.1% | 6.8% |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Up to 1 year | 3,412 | 742 | 3,406 | 735 |
1-5 years | 5,838 | 7,940 | 12,141 | 14,237 |
Total repayment of non-current borrowings | 9,250 | 8,682 | 15,547 | 14,972 |
Novaturas AB
59
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Borrowings | ||||
Opening balance as at 1 January | 8,682 | 8,840 | 14,972 | 15,180 |
Loans received | 4,800 | 6,000 | 4,800 | 6,000 |
Loans repaid | (4,232) | (6,158) | (4,225) | (6,208) |
Closing balance as at 31 December | 9,250 | 8,682 | 15,547 | 14,972 |
Interest liabilities | ||||
Opening balance as at 1 January | - | - | 255 | 377 |
Accumulated interest for the year | 1,088 | 1,139 | 1,655 | 1,562 |
Non-cash offsets | - | - | (707) | (453) |
Interest paid | (1,069) | (1,139) | (1,060) | (1,231) |
Closing balance as at 31 December | 19 | - | 143 | 255 |
Novaturas AB
60
As at 31 December 2024 | As at 31 December 2023 | ||||
Group | (restated) | ||||
Assets | Liabilities | Assets | Liabilities | ||
EUR | 3,157 | 31,219 | 7,323 | 22,080 | |
USD | - | 172 | - | 7,792 | |
THB | 65 | - | 1 | 265 | |
3,222 | 31,391 | 7,324 | 30,137 | ||
As at 31 December 2024 | As at 31 December 2023 | ||||
Company | (restated) | ||||
Assets | Liabilities | Assets | Liabilities | ||
EUR | 2,955 | 30,781 | 7,400 | 33,648 | |
USD | - | 1,952 | - | 936 | |
THB | 52 | - | 1 | 84 | |
3,007 | 32,733 | 7,401 | 34,668 | ||
Novaturas AB
61
Group | Company | |||
Fluctuations | Effect on | Fluctuations | Effect on | |
in exchange | the profit | in exchange | the profit | |
rate | before tax | rate | before tax | |
2024 | ||||
USD | -10% | (17) | -10% | (195) |
USD | 10% | 17 | 10% | 195 |
THB | -10% | 6 | -10% | 5 |
THB | 10% | (6) | 10% | (5) |
2023 | ||||
USD | -10% | (779) | -10% | (94) |
USD | 10% | 779 | 10% | 94 |
THB | -10% | (26) | -10% | (8) |
THB | 10% | 26 | 10% | 8 |
Carrying amount | Fair value | |||||
Group | As at 31 | As at 31 | As at 31 | As at 31 | ||
December | December | December | December | |||
2024 | 2023 | 2024 | 2023 | |||
Derivate financial instruments | - | 229 | - | 229 |
Carrying amount | Fair value | |||
Group | As at 31 | As at 31 | As at 31 | As at 31 |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Other current financial assets | 3,310 | - | 3,310 | - |
Cash and cash equivalents | 394 | 3,347 | 394 | 3,347 |
Interest bearing borrowings | 9,089 | 8,262 | 9,089 | 8,262 |
Interest free loans | 161 | 420 | 161 | 420 |
Novaturas AB
62
Carrying amount | Fair value | |||||
Company | As at 31 | As at 31 | As at 31 | As at 31 | ||
December | December | December | December | |||
2024 | 2023 | 2024 | 2023 | |||
Derivate financial instruments | - | 229 | - | 229 |
Carrying amount | Fair value | |||
Company | As at 31 | As at 31 | As at 31 | As at 31 |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Other current financial assets | 1,500 | - | 1,500 | - |
Cash and cash equivalents | 165 | 1,434 | 165 | 1,434 |
Interest bearing borrowings | 15,389 | 14,562 | 15,389 | 14,562 |
Interest free loans | 158 | 410 | 158 | 410 |
Novaturas AB
63
Novaturas AB
64
On | Less than | From 3 to | From 1 to | Discount | Total | ||
Group | demand | 3 months | 12 | 5 years | Total | effect | discounted |
months | |||||||
Interest bearing borrowings | - | 432 | 3,766 | 5,374 | 9,572 | (464) | 9,108 |
Interest free loans | - | 18 | 88 | 55 | 161 | - | 161 |
Trade accounts payable | - | 5,156 | - | - | 5,156 | - | 5,156 |
Lease liabilities | - | 41 | 206 | 239 | 486 | (19) | 467 |
Other current liabilities and accrued | 146 | 583 | 736 | - | 1,465 | - | 1,465 |
expenses | |||||||
Balance as at 31 December 2024 | 146 | 6,230 | 4,796 | 5,668 | 16,840 | (483) | 16,357 |
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 |
On | Less than | From 3 to | From 1 to | Discount | Total | ||
Company | demand | 3 months | 12 | 5 years | Total | effect | discounted |
months | |||||||
Interest bearing borrowings | - | 432 | 3,766 | 12,399 | 16,597 | (1,189) | 15,408 |
Interest free loans | - | 18 | 88 | 52 | 158 | - | 158 |
Trade accounts payable | - | 2,018 | - | - | 2,018 | - | 2,018 |
Payables to related parties | - | 6,150 | - | - | 6,150 | - | 6,150 |
Lease liabilities | - | 27 | 134 | 158 | 319 | (12) | 307 |
Other current liabilities and accrued | 101 | 328 | 394 | - | 823 | - | 823 |
expenses | |||||||
Balance as at 31 December 2024 | 101 | 8,973 | 4,382 | 12,609 | 26,065 | (1,201) | 24,864 |
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 |
Novaturas AB
65
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Non-current liabilities | 6,073 | 8,175 | 12,296 | 14,370 |
Current liabilities | 25,356 | 23,739 | 20,438 | 21,872 |
Total liabilities | 31,429 | 31,914 | 32,734 | 36,242 |
Equity, attributable to the equity holders of the parent | 8,021 | 15,653 | 3,765 | 9,407 |
Liabilities to equity ratio | 3.92 | 2.04 | 8.69 | 3.85 |
Novaturas AB
66
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Provisions | ||||
Provision for Get-Jet Airlines legal case | - | 1,497 | - | 1,497 |
Provision for onerous contracts | 38 | 280 | 1 | 77 |
Total provisions | 38 | 1,777 | 1 | 1,574 |
Accrued expenses | ||||
Travel related accrued expenses | 90 | 617 | 85 | 294 |
Accrual for management bonus | - | 286 | - | 236 |
Employees vacation accrual | 375 | 347 | 319 | 278 |
Accrual for agents' bonus | 384 | 281 | 267 | 178 |
Audit related accrued expenses | 112 | 111 | 78 | 78 |
Other accruals | 24 | 10 | 19 | 10 |
Total of accrued expenses | 985 | 1,652 | 768 | 1,074 |
Other current liabilities | ||||
Deposits from agencies | 538 | 372 | 256 | 231 |
Taxes payable, other than income tax | 6 | 294 | 3 | 133 |
Payroll related liabilities | 220 | 265 | 70 | 104 |
Other amounts payable | 317 | 28 | 118 | 28 |
Total other liabilities | 1,081 | 959 | 447 | 496 |
Total of other current liabilities and accrued | 2,066 | 2,611 | 1,215 | 1,570 |
expenses |
Provision for | Provision for | Total | |
Group | Get-Jet Airlines | onerous | provisions |
legal case | contracts | ||
Balance as of 31 December 2022 | - | - | - |
Addition | 1,497 | 280 | 1,777 |
Utilisation | - | - | - |
Reversal | - | - | - |
Balance as of 31 December 2023 | 1,497 | 280 | 1,777 |
Addition | - | 38 | 38 |
Utilisation* | (1,497) | (280) | (1,777) |
Reversal | - | - | - |
Balance as of 31 December 2024 | - | 38 | 38 |
* Amount paid. |
Novaturas AB
67
Provision for | Provision for | Total | |
Company | Get-Jet Airlines | onerous | provisions |
legal case | contracts | ||
Balance as of 31 December 2022 | - | - | - |
Addition | 1,497 | 77 | 1,574 |
Utilisation | - | - | - |
Reversal | - | - | - |
Balance as of 31 December 2023 | 1,497 | 77 | 1,574 |
Addition | - | 1 | 1 |
Utilisation* | (1,497) | (77) | (1,574) |
Reversal | - | - | - |
Balance as of 31 December 2024 | - | 1 | 1 |
* Amount paid. |
Group | Company | |||
As at 31 | As at 31 | As at 31 | As at 31 | |
December | December | December | December | |
2024 | 2023 | 2024 | 2023 | |
Advance payments collected from customers for future travels | 11,996 | 12,210 | 6,422 | 6,002 |
Contract liabilities for travels started, but not ended | 2,151 | 1,658 | 923 | 746 |
at the end of the reporting period | ||||
Travel coupons and vouchers | 299 | 360 | 151 | 198 |
Total of contract liabilities | 14,446 | 14,228 | 7,496 | 6,946 |
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Flight package tours | 170,697 | 182,833 | 98,305 | 102,118 |
Sightseeing tours by coach | 1,981 | 1,847 | 1,981 | 1,847 |
Sightseeing tours by plane | 2,840 | 2,752 | 2,257 | 2,169 |
Other sales | 25,360 | 20,899 | 14,520 | 13,312 |
Total of revenue form the contract with customers | 200,878 | 208,331 | 117,063 | 119,446 |
Novaturas AB
68
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Revenue from the contract with customers | 175,518 | 187,432 | 102,543 | 106,134 |
recognised over time | ||||
Revenue from the customers with the customers | 25,360 | 20,899 | 14,520 | 13,312 |
recognised at the point in time | ||||
Total of revenue form the contract with customers | 200,878 | 208,331 | 117,063 | 119,446 |
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Flight package tours | 148,761 | 156,959 | 87,275 | 88,739 |
Sightseeing tours by coach | 1,870 | 1,872 | 1,870 | 1,871 |
Sightseeing tours by plane | 1,908 | 1,777 | 1,987 | 1,856 |
Other sales | 27,597 | 21,496 | 11,428 | 10,514 |
Total of cost of sales | 180,136 | 182,104 | 102,560 | 102,980 |
20 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
as gross profit minus related direct agency commission expenses, which is included in selling expenses in the statement
of comprehensive income in the financial statements.
Novaturas AB
69
Flight | Sightseei | Sightseeing | Other | ||
2024 | packages | ng tours | tours by | sales | Group |
by coach | plane | ||||
Revenue from the contracts with customers | 170,697 | 1,981 | 2,840 | 25,360 | 200,878 |
Cost of sales | (148,761) | (1,870) | (1,908) | (27,597) | (180,136) |
Gross profit | 21,936 | 111 | 932 | (2,237) | 20,742 |
Sales commission expenses | (11,714) | (70) | (69) | - | (11,853) |
Sales profit by segment | 10,222 | 41 | 863 | (2,237) | 8,889 |
Unallocated income (expenses) | |||||
Other operating income | 214 | ||||
Operating expenses (other than sales commission) | (15,624) | ||||
Other operating (expenses) | (34) | ||||
Profit (loss) from operations | (6,555) | ||||
Finance income (expenses), net | (1,231) | ||||
Profit (loss) before tax | (7,786) | ||||
Income tax (expenses) | 182 | ||||
Net profit (loss) | (7,604) |
Unallocated expenses represent costs managed at Group level, such as operating expenses (except for agency
commissions), financing and taxes.
Flight | Sightseeing | Sightseeing | Other | ||
2023 | packages | tours by | tours by | sales | Group |
coach | plane | ||||
Revenue from the contracts with customers | 182,833 | 1,847 | 2,752 | 20,899 | 208,331 |
Cost of sales | (156,959) | (1,872) | (1,777) | (21,496) | (182,104) |
Gross profit | 25,874 | (25) | 975 | (597) | 26,227 |
Sales commission expenses | (11,684) | (66) | (28) | - | (11,778) |
Sales profit by segment | 14,190 | (91) | 947 | (597) | 14,449 |
Unallocated income (expenses) | |||||
Other operating income | 485 | ||||
Operating expenses (other than sales commission) | (9,853) | ||||
Other operating (expenses) | (740) | ||||
Profit from operations | 4,341 | ||||
Finance income (expenses), net | (488) | ||||
Profit before tax | 3,853 | ||||
Income tax (expenses) | (481) | ||||
Net profit (loss) | 3,372 |
Unallocated expenses represent costs managed at Group level, such as operating expenses (except agency
commissions), financing and taxes.
Geographic information
Geographic information presented by source market according to the revenue is as follows:
As at 31 December 2024 | Lithuania | Latvia | Estonia | Group |
Sales | 110,692 | 42,803 | 47,383 | 200,878 |
Non-current assets | 19,190 | 4,447 | 1,839 | 25,476 |
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 |
Non-current assets for this purpose consists of property, plant and equipment and intangible assets, except for goodwill,
(goodwill is allocated to cash generating units as disclosed in Note 4).
There was no single external customer generating revenues amounting to 10% or more of the Group’s revenues.
Novaturas AB
70
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Agency commissions | 11,853 | 11,778 | 5,898 | 5,964 |
Salaries and related taxes | 3,509 | 3,601 | 2,062 | 2,153 |
Advertising and marketing expenses | 1,347 | 1,392 | 666 | 816 |
Depreciation and amortisation | 157 | 159 | 91 | 91 |
Rent and maintenance expenses | 60 | 88 | 41 | 51 |
Other | 176 | 241 | 86 | 122 |
Total of selling expenses | 17,102 | 17,259 | 8,844 | 9,197 |
* Note 3 UAB Ernst & Young Baltic provided audit services amounting to EUR 137 thousand for the Group and EUR 105 thousand for the Company in 2024, compared to EUR 191 thousand for the Group and EUR 96 thousand for the Company in 2023. |
Novaturas AB
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Interest income | 10 | 136 | 112 | 128 |
Foreign exchange gain | 881 | 228 | 324 | 99 |
Gain from derivative financial instruments | 504 | 660 | 277 | 354 |
(realised) | ||||
Gain from derivative financial instruments (not realised) | - | - | - | - |
Other financial income (including fines and penalties) | 17 | 186 | - | 6 |
Total finance income | 1,412 | 1,210 | 713 | 587 |
Interest expense | 1,088 | 1,169 | 1,655 | 1,579 |
Foreign currency exchange loss | 839 | 319 | 403 | 89 |
Loss from derivative financial instruments | 716 | - | 395 | - |
(realised) | ||||
Loss from derivative financial instruments (not realised) | - | 209 | - | 119 |
Other finance expenses | - | 1 | - | - |
Total finance expenses | 2,643 | 1,698 | 2,453 | 1,787 |
Net finance income (expenses) | (1,231) | (488) | (1,740) | (1,200) |
Group | Company | ||||
2024 | 2023 | 2024 | 2023 | ||
Components of the income tax expenses | |||||
(income) | |||||
Current income tax for the reporting year | 8 | 134 | - | 116 | |
Adjustments in respect of current income tax of previous year | (10) | - | (10) | - | |
Deferred tax expenses | (180) | 347 | (180) | 347 | |
Income tax (income) expenses recorded in the statement of comprehensive income | (182) | 481 | (190) | 463 |
Novaturas AB
72
Group | Company | ||||
2024 | 2023 | 2024 | 2023 | ||
Deferred income tax asset | |||||
Tax loss carry forward | 650 | 398 | 649 | 398 | |
Impairment of investments and loans granted | - | - | 239 | 224 | |
Impairment of receivables | 56 | 53 | 56 | 53 | |
Derivative financial instruments | - | 18 | - | 18 | |
Other | - | 57 | - | 56 | |
Deferred tax asset, net of fair value allowance | 706 | 526 | 944 | 749 | |
Less: allowance | - | - | (239) | (224) | |
Deferred income tax asset | 706 | 526 | 705 | 525 | |
Deferred tax, net | 706 | 526 | 705 | 525 |
Balance as at | Recognized | Recognized in | Balance | |
Group | 31 December | in profit or | other | as at 31 |
2023 | loss | comprehensive | December | |
income | 2024 | |||
Deferred income tax asset | ||||
Tax loss carry forward | 2,653 | 1,406 | - | 4,059 |
Impairment of investments and loans granted | - | - | - | - |
Impairment of receivables | 351 | - | - | 351 |
Derivative financial instruments | 119 | (119) | - | - |
Other | 384 | (381) | - | 3 |
Total temporary differences before valuation | 3,507 | 906 | - | 4,413 |
allowance | ||||
Less: allowance | - | - | - | - |
Total temporary differences | 3,507 | 906 | - | 4,413 |
Deferred tax, net | 526 | 145 | - | 706 |
Novaturas AB
73
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 |
Balance as at | Recognized | Recognized in | Balance | |
Company | 31 December | in profit or | other | as at 31 |
2023 | loss | comprehensive | December | |
income | 2024 | |||
Deferred income tax asset | ||||
Tax loss carry forward | 2,653 | 1,406 | - | 4,059 |
Impairment of investments and loans granted | 1,495 | - | - | 1,495 |
Impairment of receivables | 351 | - | - | 351 |
Derivative financial instruments | 119 | (119) | - | - |
Other | 380 | (381) | - | (1) |
Total temporary differences before valuation | 4,998 | 906 | - | 5,904 |
allowance | ||||
Less: allowance | (1,495) | - | - | (1,495) |
Total temporary differences | 3,503 | 906 | - | 4,409 |
- | ||||
Deferred tax, net | 525 | 145 | - | 705 |
Balance as | Recognized in | Balance as | ||
Company | at 31 | Recognized in | other | at 31 |
December | profit or loss | comprehensive | December | |
2022 | income | 2023 | ||
Deferred income tax asset | ||||
Tax loss carry forward | 4,467 | (1,814) | - | 2,653 |
Impairment of investments and loans | 1,495 | - | - | 1,495 |
granted | ||||
Allowance for doubtful accounts receivable | 927 | (576) | - | 351 |
Unrealised loss of derivatives | - | 119 | - | 119 |
Other | 420 | (40) | - | 380 |
Total temporary differences before valuation allowance | 7,309 | (2,311) | - | 4,998 |
Less: allowance | (1,495) | - | - | (1,495) |
Total temporary differences | 5,448 | (2,311) | - | 3,503 |
Deferred tax, net | 872 | (347) | - | 525 |
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Income tax expenses (income) computed at statutory | (1,168) | 578 | (870) | 299 |
rate 15% | ||||
Effect of different tax rate applicable to foreign | 297 | (366) | - | (95) |
subsidiaries | ||||
Non-deductible expenses for tax purposes (not taxable income) | 689 | 269 | 680 | 259 |
Income tax expenses reported in the statement | (182) | 481 | (190) | 463 |
of comprehensive income |
Novaturas AB
74
Novaturas AB
75
Payables | ||||
2024 | Acquisitions | Sales | Receivables | (including |
loans | ||||
received) | ||||
The shareholders of the Company | - | - | - | - |
Subsidiaries | 5,670 | 6,534 | 595 | 12,450 |
Total: | 5,670 | 6,534 | 595 | 12,450 |
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 | 30 days | days | days | days | 120 days | ||||
loss | |||||||||
2023 | 4,007 | - | - | - | - | - | 4,007 | ||
2024 | 595 | - | - | - | - | - | 595 |
Novaturas AB
76
Weighted | Weighted | ||
Number of | Average | Average Fair | |
Options | Exercise Price | Value (EUR) | |
(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 |
Granted during year | 44,311 | 1,329 | 8,515 |
Earned to be granted | 16,000 | 480 | 2,630 |
Forfeited during year | (60,735) | (1,822) | (40,271) |
Exercised during year | - | - | |
Balance as of 31 December 2024 | 107,968 | 3,239 | 50,471 |
Novaturas AB
77
Weighted | Weighted | ||
Company | Number of | Average | Average Fair |
Options | Exercise Price | Value (EUR) | |
(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 |
Granted during year | 31,509 | 945 | 5,996 |
Earned to be granted | 16,000 | 480 | 2,630 |
Forfeited during year | (59,965) | (1,799) | (40,814) |
Exercised during year | - | - | |
Balance as of 31 December 2024 | 83,715 | 2,511 | 39,650 |
*****
Novaturas AB
78
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
79
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
80
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
81
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
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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 already implementing
some 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
shareholders. The management board should, on yearly basis, collect
YES
3
Reference to OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-
bribery/44884389.pdf
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data provided in this paragraph on its members and disclose it in the
company’s management 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.
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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, on 7 June, 2024
the Audit and Risk Committee was
formed to carry out the functions
assigned to it.
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
\. On 7 June, 2024 the Audit and Risk
Committee was formed to carry out the
functions assigned to it.
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 management 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
On 7 June, 2024 the Audit and Risk
Committee was formed to carry out the
functions assigned to it.
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
periodic summaries. The audit committee should also be informed
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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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 in the second
quarter of 2025 .
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
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
remuneration, financial incentive schemes, pension arrangements and
termination payments as well as the conditions specifying the cases
YES
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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 Management 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. 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 in the
second quarter of 2025.
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
potential key risk factors, the company’s risk management and
supervision policy;
YES/NO
The Company’s risk management and
supervision policy i sgoing to be approved
in the second quarter of 2025.
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 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