UTENOS TRIKOTAŽAS AB

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS,

CONSOLIDATED ANNUAL MANAGEMENT REPORT

AND INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 31 December 2023

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

CONTENTS

Financial Statements:

Statements of Financial Position

2 –3

Statements of Comprehensive

Income

4 –5

Statements of Changes in Equity

6 –7

Statements of Cash Flows

8 –9

Notes to the Financial Statements

10 – 63

Confirmation of responsible persons

Annual Management Report:

Consolidated Annual Report

(incl. Remuneration Report)

65 –104

Annex to the Annual Management Report: Disclosure of Compliance with the

Governance Code for the Year Ended 31 December 2023 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 105-119

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Financial Position

Notes

			Group		Company
			31 December		31 December
		2023	2022		2023	2022
ASSETS
Non-current assets
Intangible assets	6		435	474	31	70
Property, Plant and Equipment	7		7,111	6,898	6,276	6,182
Right-of-use assets	17		267	355	147	227
Investment Property	8		151	157	151	157
Investments in subsidiaries	9		-	-	1,490	1,490
Receivables from subsidiaries	26		-	-	-	-
Prepayments to subsidiaries	26		-	-	-	-
Deferred tax asset	24		-	-	-	-
			7,964	7,884	8,095	8,126
Current assets
Inventories	10		2,501	4,346	2,444	4,292
Trade receivables	11		1,385	1,997	1,314	1,623
Contract assets	11		1,344	1,900	1,187	1,801
Other current assets	12		129	315	106	280
Cash and cash equivalents	13		1,108	385	310	29
			6,467	8,943	5,361	8,025
Total assets			14,431	16,827	13,456	16,151

Continued on the next page

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of financial position (continued)

			Group		Company
			31 December		31 December
		2023	2022	2023	2022
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the Company
Share capital	14	2,756	2,756	2,756	2,756
Legal reserve	15	574	574	574	574
Revaluation reserve	15	2,630	2,361	2,382	2,071
Reserve for acquisition of own shares	15	1,090	1,090	1,000	1,000
Foreign exchange translation reserve	15	1,035	1,023	-	-
Retained earnings		(6,190)	(3,959)	(4,544)	(2,134)
		1,895	3,845	2,168	4,267
Non-controlling interest	26	191	188	-	-
Total equity		2,086	4,033	2,168	4,267
LIABILITIES
Non-current liabilities
Borrowings	16	2,852	4,162	2,852	4,162
Borrowings from related entities	16	591	532	591	532
Non-current lease liabilities	17	513	685	68	126
Borrowings from subsidiaries	16,26	-	-	647	600
Deferred tax liability	24	562	517	514	460
Provisions for Employee Benefits	18	242	231	136	157
Other non-current liabilities	19	263	394	263	394
		5,023	6,521	5,071	6,431
Current liabilities
Current portion of non-current borrowings	16	1,363	637	1,363	637
Other current liabilities	16	1,621	320	1,621	320
Current lease liabilities	17	165	208	78	115
Trade payables		853	1,184	800	1,122
Payables to other related parties and subsidiaries	26	268	175	328	243
Contract liabilities	11	506	827	204	820
Income tax payable		-	-	-	-
Accrued expenses and other current liabilities	19	2,546	2,922	1,823	2,196
		7,322	6,273	6,217	5,453
Total liabilities		12,345	12,794	11,288	11,884
Total equity and liabilities		14,431	16,827	13,456	16,151

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Comprehensive Income

Notes

			Group	Company
		Year ended 31		Year ended 31
		December		December
		2023	2022	2023	2022
Revenue from contracts with customers	5	22,241	34,509	19,525	31,633
Cost of sales	20	(20,425)	(30,679)	(18,210)	(28,603)
Gross profit		1,816	3,830	1,315	3,030
Selling expenses	21	(1,499)	(2,222)	(1,439)	(2,014)
General and administrative expenses	21	(2,656)	(3,201)	(1,916)	(2,335)
Other income	22	154	193	43	73
Other expenses	22	(25)	(91)	(20)	(85)
Operating profit (loss)		(2,210)	(1,491)	(2,017)	(1,331)
Interest income	23	3	-	60	70
Finance income*	23	105	5	7	18
Finance expenses*	23	(466)	(417)	(557)	(1,459)
Profit (loss) before tax		(2,568)	(1,903)	(2,507)	(2,702)
Income Tax	24	14	(17)	12	(34)
Net profit (loss) for the year		(2,554)	(1,920)	(2,495)	(2,736)
Net profit (loss) attributable to:
Equity holders of the Company		(2,539)	(1,916)	(2,495)	(2,736)
Non-controlling interests	26	(15)	(4)	-	-
		(2,554)	(1,920)	(2,495)	(2,736)
Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods
Profit (loss) on foreign currency translation		5	(41)	-	-
Total other comprehensive income/(loss) to be reclassified to profit
or loss in subsequent periods		5	(41)	-	-

Continued on the next page

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Comprehensive Income (continued)

Notes

		Group		Company
		Year ended 31		Year ended 31
		December		December
		2023	2022	2023	2022
Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods
Actuarial gains (losses) relating to the pension	18	25	64	25	64
reserve
Result of revaluation of non-current assets		555	-	436	-
Tax effect of revaluation of non-current assets		(61)	-	(65)	-
Other comprehensive income (expense)
related to the write-off of the previous		233	-	-	-
revaluation reserve of AB Šatrija
Impairment of the revaluation result of non- current assets		(150)	(1,446)	-	-
Total other comprehensive income/(loss)
that will not be reclassified to profit or loss
in subsequent periods		602	(1,382)	396	64
Other comprehensive income/(loss), net of tax		607	(1,423)	396	64
Total comprehensive income/(loss), net of tax		(1,947)	(3,343)	(2,099)	(2,672)
Total comprehensive income/(loss) attributable to:
Equity holders of the Company		(1,950)	(3,328)	(2,099)	(2,672)
Non-controlling interests		3	(15)	-	-
		(1,947)	(3,343)	(2,099)	(2,672)
Loss/diluted loss per share (EUR)		(0.21)	(0.35)

*The comparative information for the highlighted groups has been restated in the financial statements. In order to more accurately reflect the

breakdown of items in the financial statements, the Company's management has reviewed the account grouping methodology in the financial

statements for 2023 and adjusted the comparative figures for 2022 to reflect the impact of exchange rates more accurately.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Changes in Equity

					Equity attributable to the Company’s shareholders
				Reserve
Group				for	Foreign			Non-
			Revalua-	acquiring	currency	Retained		controll-
	Share	Legal	tion	own	translation	earnings/		ing	Total
	capital	reserve	reserve	shares	reserve	(loss)	In total	interest	equity
Balance at 31 December 2021	2,756	574	3,946	1,090	1,053	(2,142)	7,277	109	7,386
Net profit (loss) for the year	-	-	-	-	-	(1,916)	(1,916)	(4)	(1,920)
Other comprehensive income	-	-	(1,446)	-	(30)	64	(1,412)	(11)	(1,423)
Total comprehensive income	-	-	(1,446)	-	(30)	(1,852)	(3,328)	(15)	(3,343)
Acquisition/disposal of non- controlling interest	-	-	-	-	-	(104)	(104)	94	(10)
Transfer of revaluation reserve to retained earnings	-	-	(139)	-	-	139	-	-	-
Balance at 31 December 2022	2,756	574	2,361	1,090	1,023	(3,959)	3,845	188	4,033
Net profit (loss) for the year	-	-	-	-	-	(2,539)	(2,539)	(15)	(2,554)
Other comprehensive income	-	-	344	-	12	233	589	18	607
Total comprehensive income	-	-	344	-	12	(2,306)	(1,950)	3	(1,947)
Acquisition/disposal of non- controlling interest	-	-	-	-	-	-	-	-	-
Transfer of revaluation reserve to retained earnings	-	-	(75)	-	-	75	-	-	-
Balance at 31 December 2023	2,756	574	2,630	1,090	1,035	(6,190)	1,895	191	2,086

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Changes in Equity (continued)

Company

Share capital

Legal

reserve

Revaluation

reserve

Reserve for

acquisition

of own

Retained

earnings/(loss)

In total

Balance as at 31 December 2021

2,756

574

2,129

1,000

480

6,939

Net profit (loss) for the year

(2,736)

Other comprehensive income

Total comprehensive income/(loss)

(2,672)

Transfer of revaluation reserve to retained

earnings

(58)

Balance at 31 December 2022

2,756

574

2,071

1,000

(2,134)

4,267

Net profit (loss) for the year

(2,495)

Other comprehensive income

371

396

Total comprehensive income/(loss)

371

(2,470)

(2,099)

Transfer of revaluation reserve to retained

earnings

(60)

Balance at 31 December 2023

2,756

574

2,382

1,000

(4,544)

2,168

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Cash Flows

Group

Company

Year ended 31

December

Year ended 31

December

	Notes		2023	2022	2023	2022
Cash flows from (to) operating activities
Profit (loss) before tax			(2,568)	(1,903)	(2,507)	(2,702)
Adjustments for non-cash items:
Depreciation and amortisation	7		656	960	562	665
(Gain) loss from disposal of property, plant and equipment	22		(8)	55	(8)	55
and investment property
Impairment and write-off (reversal) of accounts receivable, loans granted and interest on loans			(10)	(3)	28	1,874
Impairment of investments in subsidiaries			-	-	-	10
Impairment and write-off (reversal) of non-current assets	7		3	457	3	(141)
Impairment and write-off (reversal) of inventories	21		51	(235)	59	(236)
Elimination of finance (income)/costs	23		458	308	433	233
Income tax expense/(benefit)	24		(14)	17	(12)	34
Changes in working capital:
(Increase)/decrease in inventories			1,794	2,803	1,787	2,775
(Increase)/decrease in trade receivables			612	(812)	282	(559)
(Increase)/decrease in contract assets			557	848	613	871
Decrease/(increase) in non-current receivables from subsidiaries			-	-	-	131
Decrease/(increase) in other receivables and other current assets			187	288	174	252
Increase/(decrease) in contract liabilities			(321)	(34)	(616)	(40)
Increase (decrease) in trade payables and other accounts
payable			(331)	(1,747)	(321)	(1,806)
Increase/(decrease) in taxes payable and other current liabilities		19	(388)	(82)	(309)	(351)
Income tax (paid)			-	(68)	-	(70)
Net cash flows from operating activities			678	852	168	995
Cash flows used in investing activities
Purchase of property, plant and equipment	7		(132)	(185)	(99)	(177)
(Purchase) of intangible assets and prepayments	6		-	(13)	-	(13)
Proceeds from sale of property, plant and equipment			17	28	17	22
(Acquisition) of investments in subsidiaries			-	-	-	(10)
Loans granted			-	-	-	(130)
Interest received	23		3	-	60	70
Dividends received			-	-	-	-
Net cash flows from investing activities			(112)	(170)	(22)	(238)

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Statements of Cash Flows (continued)

			Group			Company
			Year ended 31		Year ended 31
			December		December
		Notes	2023	2022	2023	2022
Cash flows from financing activities
Loans received			1,301	1,800	1,301	1,800
Loans repaid			(584)	(2,118)	(584)	(2,118)
Interest paid	23		(460)	(308)	(493)	(303)
Lease payments	17		(100)	(296)	(89)	(179)
Net cash flows from financing activities			157	(922)	135	(800)
Net increase/(decrease) in cash and cash equivalents			723	(240)	281	(43)
Cash and cash equivalents at the beginning of the year			385	625	29	72
Cash and cash equivalents at the end of the year			1,108	385	310	29

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

Notes to Separate and Consolidated Financial Statements

1. General information

UTENOS TRIKOTAŽAS AB (hereinafter “the Company”) is a joint-stock company registered in the Republic of Lithuania on 6

December 1994. The address of its registered office is as follows:

Basanavičiaus str. 122,

Utena,

Lithuania

The Company is engaged in production of knit-wear and textile articles.

The shares of UTENOS TRIKOTAŽAS AB are listed on the Official List of the NASDAQ OMX Vilnius Stock Exchange.

As at 31 December 2023 and 2022, the shareholders of the Company were as follows:

	2023			2022
	Number of	% of share	Number of	% of share
	shares held	capital	shares held	capital
SBA Grupė UAB	8,771	92.31	8,771	92.31
Other shareholders	732	7.69	732	7.69
	9,503	100	9,503	100

92.31% of the Company’s shares are owned by the parent company SBA Grupė UAB with 90% of the shares owned by Mr. A.

Martinkevičius.

As at 31 December 2023, the number of employees of the Company was 539 (as at 31 December 2022 – 662).

The Group consists of the Company and the following subsidiaries (hereinafter “the Group”):

As at 31 December 2023, the number of employees of the Group was 798 (31 December 2022 – 919).

The Group’s and the Company’s management authorised these financial statements for issue on 5 April 2024. The shareholders of

the Group and the Company have a statutory right to either approve or refuse to approve these financial statements and require the

management to prepare a new set of financial statements.

		Group’s	share	(%)	as	at	31
		December
	Registered office		2023				2022	Activity
Šatrija, AB	Šatrijos str. 3,		89.78				89.78	Manufacture of wearing
	Raseiniai							apparel
	Laisvės ave. 33,
Gotija, UAB	Kaunas		100				100	Retail trade
PAT MTF Mrija	Tomas Masarik 13,		98.95				98.95	Production of knitted
	Mukachevo, Ukraine							articles
Aboutwear UAB	Laisvės ave. 3, Vilnius		100				100	Production of knitted
								articles

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies

Unless otherwise stated, the Company's separate financial statements are prepared using the same accounting principles as those

applied by the Group. The principal accounting policies applied in the preparation of the financial statements of the Group and the

Company for the year ended 31 December 2023 are set out below.

2.1 Basis of preparation

The financial statements of the Company and the Group have been prepared in accordance with IFRS Accounting Standards.

These financial statements have been prepared on a historical cost basis, except for buildings measured at revalued amounts and

derivative financial instruments measured at fair value.

2.2 Presentation of ESEF financial statements

The Group is required to present its annual accounts in the European Single Electronic Format (ESEF) using the XHTML format and

to label the consolidated financial statements, including the notes, using the Inline eXtensible Business Reporting Language (iXBRL).

The prepared annual financial statements comply with the 2023 taxonomy. If a line or a block of text in the financial statements is not

defined in the ESEF taxonomy, a taxonomy extension is created.

Adoption of new and/or amended IFRS and International Financial Reporting Interpretations Committee (IFRIC)

interpretations

New standards, amendments or interpretations to issued standards

The Company has adopted the amendments to Disclosures about Accounting Policies (Amendments to IAS 1 and IFRS Practice

Statement 2) from 1 January 2023. Although the amendments did not result in a change in accounting policies, they affected the

accounting policy disclosures in the financial statements.

The amendments require entities to disclose material, rather than significant, accounting policy information. The amendments also

specify that accounting policy information is considered material if, when considered in combination with other information in the

entity's financial statements, it can be reasonably expected to influence the decisions of the primary users of the financial statements.

Standards and interpretations issued and adopted by the European Union effective for the reporting period

The following are new standards and/or amendments to standards endorsed by the IASB and adopted for application in the European

Union during the year ended 31 December 2023.

Standards or amendments to standards in force in 2023

• Deferred tax related to assets and liabilities arising from Single Transaction (Amendments to IAS 12)

• Amendments to IAS 1 and IFRS Practice statement 2

• International tax reform - Pillar Two Model Rules - Amendments to IAS 12

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance;

• Definition of Accounting Estimates (Amendments to IAS 8);

• Initial Application of IFRS 17 and IFRS 9 - Comparative Information (Amendments to IFRS 17)

Adoption of these standards, amendments and interpretations had no material impact on the financial statements.

Standards and Interpretations in issue not yet adopted

The revised standards listed below are not expected to have a material impact on the Company's financial statements:

Other new standards and amendments to standards	IASB effective	Status of approval
	date	for EU application
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1);	1 January 2024	Approved
Leases (Amendments to IFRS 16) Lease Liabilities in Sale and Leaseback	1 January 2024	Approved
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments	1 January 2024	Not yet approved
Supplier Financing Arrangements
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability	1 January 2025	Not yet approved

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Significant Accounting Policies (continued)

2.2 Consolidation and Business Combinations

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial statements

of the subsidiaries are prepared for the same reporting date using consistent accounting policies. A subsidiary is an entity controlled

directly or indirectly by the Company. The Company controls an entity when it has the ability or right to receive variable returns from

the relationship and those returns may be affected by the power to govern the investee. Subsidiaries are consolidated from the date

on which effective control is transferred to the Group and cease to be consolidated from the date on which the Group transfers control.

All intercompany transactions, balances and unrealised gains and losses on intercompany transactions have been eliminated. Equity

and net income attributable to non-controlling shareholders are presented separately in the statement of financial position and

statement of comprehensive income.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of

the consideration transferred, measured at fair value at the acquisition date and the amount of any non-controlling interest in the

acquire, if any. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value

or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in

administrative expenses.

If the business combination is achieved in stages, at the acquisition date, the fair value of the acquirer’s previously held equity interest

in the acquiree is remeasured to fair value at the acquisition date in the statement of comprehensive income. Any contingent

consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair

value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with IFRS 9 in profit

or loss. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.

Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised

for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair

value of the net assets of the subsidiary acquired, the difference is recognised in the statement of comprehensive income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses and is assessed for impairment at each

reporting date

2.3 Segment Reporting

Operating segments are reported in a manner consistent with the Group’s internal reporting provided to the chief operating decision-

maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating

segments, has been identified as the Board that makes strategic decisions.

2.4 Foreign currencies

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic

environment in which each entity operates (hereinafter “the functional currency”). These financial statements are presented in euro

(EUR), which is the Company’s functional and the Group’s and the Company’s presentational currency.

(b) Transactions and balances

Transactions in foreign currencies are converted based on their respective functional currency spot rates at the date the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at

the reporting date.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Significant Accounting Policies (continued)

2.4 Foreign currencies (continued)

Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items

that are designated as the Group’s net investment in a foreign subsidiary. In that case, the differences are recognised in other

comprehensive income. On disposal of a foreign subsidiary, the cumulative amount of the translation differences recognised in other

comprehensive income is reclassified to profit or loss. Tax charges attributable to exchange differences on those monetary items are

also recognised in other comprehensive income.

The functional currency of the Group Companies is EUR, except for the subsidiary PAT MTF Mrija, which operates in Ukraine and its

functional currency is UAH (Ukrainian hryvnia).

The results and financial position of all the Group entities that have a functional currency different from the presentational currency

are translated into the presentational currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that

statement of financial position;

(ii) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this

average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case

income and expenses are translated at the rate on the dates of transactions);

(iii) all resulting exchange differences are recognised as a separate component of equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign

operation and translated at the closing rate.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive income

are reclassified to profit and loss as part of the gain or loss on sale.

2.5 Intangible assets

(a) Goodwill

After initial recognition (Note 2.2), goodwill is measured at cost less any accumulated impairment losses. Goodwill is included in

intangible assets in the statement of financial position. Goodwill is tested for impairment on an annual basis (Note 2.10). Gains and

losses arising from the disposal of a business include the carrying amount of goodwill relating to the business sold.

(b) Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use a specific software

and are further carried at acquisition cost, less subsequent accumulated amortisation and impairment losses. Computer software is

amortised using the straight-line method over their estimated useful lives (3 to 6 years).

2.6 Property, Plant and Equipment

Buildings are stated at revalued amounts less accumulated depreciation and impairment losses.

A building revaluation surplus is recorded in OCI and credited to the asset revaluation surplus in equity. However, to the extent that

it reverses a revaluation deficit of the same asset previously recognised in profit or loss, the increase is recognised in profit and loss.

A revaluation deficit is recognised in the statement of comprehensive income, except to the extent that it offsets an existing surplus

on the same asset recognised in the asset revaluation surplus. An annual transfer from the asset revaluation surplus to retained

earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based

on the asset’s original cost. Valuations are performed on a regular basis to ensure that the fair value of a revalued asset does not

differ materially from its carrying amount. Accumulated depreciation as at the revaluation date is eliminated against the gross carrying

amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation surplus

relating to the particular asset being sold is transferred to retained earnings.

Buildings UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS (All amounts are in EUR thousand, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) Other property, plant and equipment are carried at acquisition cost, less subsequent accumulated depreciation and impairment losses. The initial cost of property, plant and equipment comprises its purchase price, including non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is started from the month following the month in which the asset is brought into use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to general and administrative expenses during the financial period in which they are incurred. Depreciation on property, plant and equipment is calculated on a straight-line method by depreciating their cost to their residual values	10 to 80 years FOR THE YEAR ENDED 31 December 2023 2.6 Property, plant and equipment (continued) over their estimated useful lives, as follows:
Structures	15 to 25 years
Vehicles	4 to 11 years
Machinery Land is not depreciated. The assets’ residual values, depreciation method and useful lives are reviewed, and adjusted if appropriate, at each reporting date, ensuring that they are consistent with the expected pattern of economic benefits from items in property, plant and equipment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.10). Impairment of property, plant and equipment as well as reversals of impairment during the year are Borrowing costs incurred in relation to acquisition of qualifying property, plant and equipment are capitalised. Other borrowing costs Construction in progress is transferred to appropriate groups of property, plant and equipment when it is completed and available for its intended use. When property is written-off or otherwise disposed, the cost and related depreciation are removed from the financial statements and any related gains or losses are determined by comparing proceeds with carrying amount and are included in operating profit. 2.7 Investment property Property held for long-term rental yields and (or) capital appreciation and which is not occupied by the Company and the Group is classified as investment property. Investment property comprises freehold land and buildings. Investment property is stated at historical cost, less accumulated depreciation and impairment losses. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to general and administrative expenses during the financial period in which they are incurred. Land is not depreciated. Buildings are depreciated over their expected useful life (40 to 70 years) using the straight-line method by writing-off the cost of each asset to its residual value. Depreciation of investment property is recognised in other operating expenses. When the carrying amount of an asset is higher than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.10). Impairment of investment property as well as reversals for the year are included in operating expenses. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included into operating profit.	5 to 20 years
Other property, plant and equipment	2 to 24 years 14 included into operating expenses in the profit and loss. are recognised as finance costs as incurred.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.8 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are tested annually for impairment. Assets that are subject to

amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The

recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash

flows (cash-generating units). Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is

made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination

in which the goodwill arose.

Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each financial

statement date. Impairment losses on goodwill are not reversed.

2.9 Financial assets and financial liabilities

IFRS 9 Financial instruments

Financial instrument: a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another

entity.

i) Financial assets

Initial recognition and measurement:

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other

comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and

the Group’s/Company’s business model for managing them. With the exception of trade receivables that do not contain a significant

financing component, the Group/Company initially measures a financial asset at its fair value plus, in the case of a financial asset not

at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are

measured at the transaction price determined under IFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income OCI,

it needs to give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal amount outstanding. This

assessment is referred to as the SPPI test and is performed at an instrument level.

The Group’s/Company’s business model for managing financial assets refers to how the Group/Company manages its financial assets

in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows,

selling the financial assets, or both.

A regular way purchases or sales of financial assets are recognised on the trade date, i.e., the date that the Group/Company commits

to purchase or sell the asset.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.9 Financial assets and financial liabilities (continued)

Subsequent measurement

After initial recognition, the Group/Company measures a financial asset at:

(a) Amortised cost (debt instruments)

(b) Fair value through other comprehensive income with recycling of cumulative gains and losses upon derecognition (debt

instruments). The Group/Company did not have such instruments as at 31 December 2023 and 2022.

(c) Fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity

instruments). The Group/Company did not have such instruments as at 31 December 2023 and 2022.

(d) Fair value through profit or loss (Note 2.5).

Financial assets at amortised cost (debt instruments)

The Group/Company measures financial assets at amortised cost if both of the following conditions are met:

(i) The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual

cash flows and

(ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to

impairment. Gains and losses are recognised in the statement of comprehensive income when the asset is derecognised, modified

or impaired.

The Group’s/Company’s financial assets at amortised cost includes trade, other current and non-current receivables, loans granted.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial

recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets

are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including

separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments

(under IFRS 9). Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at

fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified

at amortised cost or at fair value through other comprehensive income (OCI), as described above, debt instruments may be

designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting

mismatch. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net

changes in fair value recognised in profit or loss (Note 2.5).

Impairment of financial asset

Under IFRS 9, the Group/Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at

fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the

contract and all the cash flows that the Group/Company expects to receive, discounted at an approximation of the original effective

interest rate.

(a) Impairment of trade receivables

For trade receivables and contract assets, the Group/Company applies a simplified approach in calculating ECLs. Therefore, the

Group/Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each

reporting date. The Group/Company has established a provision matrix that is based on its historical credit loss experience, adjusted

for forward-looking factors specific to the debtors and the economic environment. The Group/Company considers a financial asset in

default when contractual payments are past due or when indications exist that the debtors or a group of debtors are experiencing

significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or

other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash

flows, such as changes in arrears or economic conditions that correlate with defaults. A financial asset is written off when there is no

reasonable expectation of recovering the contractual cash flows.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.9 Financial Assets and Financial Liabilities (continued)

(a) Impairment of trade receivables (continued)

The Company/Group is also making allowances on individual assessment basis for certain debtors.

(b) Assessment of impairment of loans granted

The Company grants loans to the entities of the Group with a fixed maturity as it is disclosed in Note 4. Upon issuing a loan, expected

credit losses for 12 months are generally assessed and accounted. In subsequent reporting periods, when there is no significant

increase in credit loss risk related to the lessee, the Company modifies the balance of expected credit losses for 12 months with

regard to the remaining debt amount that is not yet repaid at the assessment date. If a lessee’s financial position significantly

deteriorates in comparison to the position upon issuing of the loan, the Company accounts all expected credit losses that fall within

maturity term. Loans with estimated credit losses within maturity term are considered as credit-impaired financial assets.

ii) Financial liabilities

Initial recognition and measurement:

Financial liabilities are classified as measured at amortised cost or fair value through profit or loss. The Group’s/Company’s financial

liabilities include trade and other payables, loans and borrowings including bank overdrafts, lease liabilities and derivatives.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon

initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the

purpose of repurchasing in the near term. This category also includes derivatives entered into by the Company that are not designated

as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for

trading unless they are designated as effective hedging instruments. Gains and losses arising from financial liabilities held for trading

are recognised in profit or loss.

Loans and other payables

After initial recognition, loans, borrowings and other payables are subsequently measured at amortised cost using the EIR method.

Gains and losses are recognised in the statement of comprehensive income, when the liabilities are derecognised as well as through

the amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or

costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a

currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, i.e. to realise the

assets and settle the liabilities simultaneously.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.9 Financial Assets and Financial Liabilities (continued)

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised

(i.e., removed from the Group’s/Company’s statement of financial position) when:

i) the rights to receive cash flows from the asset have expired; or

ii) the Group/Company has transferred its rights to receive cash flows from financial asset; or has undertaken a liability to pay

all received cash flows to a third party based on contract of disposal without significant overdue and (a) the Group/Company

has transferred substantially all the risks and rewards of the asset, or (b) the Group/Company has neither transferred nor

retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an replacement or modification is treated as the derecognition of the original liability and the recognition

of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.10 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The

cost of finished goods and work in progress comprises raw materials, direct labour costs, other direct costs and related indirect

production overheads (based on normal operating capacity). The cost does not include borrowing costs. Net realisable value is the

estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Unrealised inventory is

fully written-off. Impairment of obsolete inventories is assessed in accordance with the rates approved by management for individual

inventory groups, calculated on the basis of historical information.

2.11 Cash and Cash Equivalents

Cash and cash equivalents are carried at nominal value.

For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and cash at banks, deposits on

demand with banks and other short-term highly liquid investments with original maturities of 3 months or less.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.12 Share Capital

(a) Ordinary shares

Ordinary shares are stated at their par value.

(b) Treasury shares

Where the Company or its subsidiaries purchase the Company’s equity share capital, the consideration paid, including any attributed

incremental external costs, is deducted from shareholders’ equity as treasury shares until they are sold, reissued, or cancelled. No

gain or loss is recognised in profit or loss on the sale, issuance, or cancellation of treasury shares. Where such shares are

subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in

shareholders’ equity.

2.13 Reserves

(a) Legal reserve

A legal reserve is a mandatory reserve under the Lithuanian legislation. Annual transfers of 5% of net result are required until the

reserve reaches 10 per cent of issued capital. The legal reserve cannot be used for payment of dividends and it is established to

cover future losses only.

(b) Revaluation reserve

A revaluation reserve is recorded in other comprehensive income and credited to the asset revaluation reserve in equity. However,

when new revalued amount is higher than net book value previously recognised impairment for the asset accounted in statement of

comprehensive income as loss, the increase in value of revalued amount which not exceed recognised impairment is recognised in

statement of comprehensive income as profit. If a revaluation surplus still exists after the reversal of an impairment loss, it is

recognised in comprehensive income as other comprehensive income (and, accordingly, in equity in the statement of financial

position).

A revaluation deficit is recognised in the statement of profit comprehensive income, except to the extent that it offsets an existing

surplus on the same asset recognised in the consolidated financial statement as a change in equity. Upon disposal or write-off of an

asset carried at revalued amount, the related revaluation surplus is transferred to retained earnings in the statement of changes in

equity.

Revaluation reserve in foreign currency in the consolidated financial statements is converted based on their respective functional

currency spot rates at the date of revaluation. Revaluation reserve in foreign currency is not translated at the closing rate at the date

of that statement of financial position.

This reserve is created based on the decision of the shareholders for the acquisition of own shares.

(d) Foreign currency translation reserve

The foreign currency translation reserve is used for exchange differences arising on consolidation of financial statements of foreign

subsidiaries. Exchange differences are classified as equity in the consolidated financial statements until disposal of the investment.

Upon disposal of the corresponding assets, the accumulated amount of foreign currency translation reserve is recognised as income

or expenses in the same period when the gain or loss of disposal is recognised.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.14 Trade and Other Payables

Trade payables are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market.

Such liabilities are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in the statement

of comprehensive income when trade liabilities are written-off or amortised.

2.15 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial

period of time to get ready for its intended use, construction production or sale are capitalised as part of the cost of the respective

assets. Other borrowing costs are expensed as incurred.

2.16 Income Tax

(a) Current income tax

The Group companies are taxed individually irrespective of the overall results of the Group.

Income tax expenses reported in these financial statements is based on the calculation made by the management in accordance with

tax legislation of the Republic of Lithuania and the Republic of Ukraine.

Profit for the year 2023 of the Group companies that operate in Lithuania is taxable at a rate of 15% (2022:15%). Income tax rate

applicable in Ukraine is 18% (2022:18%).

In accordance with tax legislation of the Republic of Lithuania, taxable losses, except for losses related to transfer of securities and

(or) financial instruments may be carried forward for an unlimited period. As from 1 January 2014, tax loss carry forward that is

deducted cannot exceed 70% of the taxable profit of the current financial year.

The losses from disposal of securities and (or) derivative financial instruments can be carried forward for 5 consecutive years and

only be used to reduce taxable income earned from the transactions of the same nature.

Investment incentive can be carried forward for 5 years.

In accordance with tax legislation of the Republic of Ukraine, as from 1 January 2012, tax loss carry forward that is deducted cannot

exceed 25% of the taxable profit of the current financial year.

(b) Deferred income tax

Deferred income tax is provided using the liability method for temporary differences arising between the tax bases of assets and

liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not recognised if it

arises from the initial recognition of assets or liabilities other than those arising from a business combination that, at the time of the

transaction, had no effect on either accounting or taxable profit or loss. Deferred income tax is calculated using tax rates (and laws)

enacted or substantively enacted at the date of the financial statements that are expected to apply when the related deferred income

tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which

temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except to the extent that the timing

of the reversal of the temporary difference is within the Group's control and it is probable that the temporary difference will not reverse

in the foreseeable future.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.17 Leases

A. THE COMPANY/GROUP IS A LESSEE

The Company/Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the

right to control the use of an identified asset for a period of time in exchange for consideration.

The Company/Group applies a single recognition and measurement approach for all leases, except for short-term leases and

leases of low-value assets. The Company/Group recognises lease liabilities to make lease payments and right-of-use assets

representing the right to use the underlying assets.

Right-of-use assets

The Company/Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is

available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted

for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial

direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-

use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as

follows:

Premises	5–6 years
Land	25–99 years
Vehicles	4–7 years
Other property, plant and equipment	4–6 years

If ownership of the leased asset transfers to the Company and the Group or the price of the right-of-use assets at the end of the lease

term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. More information about the accounting methods is presented in Note 2.9

“Impairment of non-financial assets”.

Lease liabilities

At the commencement date of the lease, the Company/Group recognises lease liabilities measured at the present value of lease

payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less

any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under

residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised

by the Company/Group and payments of penalties for terminating the lease, if the lease term reflects the Company/Group exercising

the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they

are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company/Group uses its incremental borrowing rate at the lease

commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the

amount of lease liabilities is increased to reflect the estimates of interest and reduced for the lease payments made. In addition, the

carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments

(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change

in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Company and the Group apply the short-term lease recognition exemption to its non-current-asset (i.e., those leases that have

a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of

low-value assets recognition exemption to leases of office equipment. Lease payments on short-term leases and leases of low-value

assets are recognised as expense on a straight-line basis over the lease term.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.17 Leases (continued)

B. THE COMPANY/GROUP IS A LESSOR

At inception of a contract, the Company and the Group, as a lessor, determine whether the lease is a finance lease or an operating

lease. If the Company and the Group determine that the lease transfers substantially all of the risks and rewards of ownership of the

underlying asset, the lease is a finance lease. Leases in which the Company and the Group do not transfer substantially all the risks

and rewards incidental to ownership of an asset are classified as operating leases. The Company and the Group have not entered

into any finance leases as a lessor. Operating lease payments are accounted for on a straight-line basis over the lease term and

recognised as revenue in the statement of comprehensive income based on its lease nature. Initial direct costs incurred in negotiating

and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the

same basis as rental income. Contingent payments are recognised as revenue in the period in which they are earned.

The accounting policies applied by the Group as a lessor in the comparative period were not different from IFRS 16.

2.18 Revenue Recognition

Revenue from contracts with customers

The main activity of the Company and the Group is production of knitted articles and working clothes upon particular customers’ order.

The service includes the full process of production from making yarns to preparation of fully finished production. Revenue from

contracts with customers is only recognised when the control of goods or services is transferred to the customer to the extent that

reflects the remuneration which the Group and the Company expects to receive in return for these goods or services.

As it is disclosed in the Note 5, the Company and the Group in their activities generate revenue from sales of goods with their brand

and from other commercial activities. This type of revenue, in comparison with knitted article production under particular customers’

order, is relatively insignificant. This type of revenue is recognised when the control over goods is transferred to the customer

(conditions of goods collection are agreed differently with separate customers) and the goods are transferred at a particular time.

Payment terms vary from 2 to 45 days.

Step 1 - Identifying customer contracts

A contract is an agreement between two or more parties (depending on the terms of the purchase or sale) that creates enforceable

rights and enforceable obligations and to which the customer is a party. A customer is a party who has contracted with the

Company/Group to receive goods or services for consideration. A contract with a customer to which IFRS 15 applies is accounted for

when the following criteria are met:

- the parties have approved the contract (in writing, orally or in accordance with other usual business practice) and are committed to

their respective obligations;

- the rights of each party in respect of the goods or services to be transferred can be identified;

- the terms of payment for the goods or services to be transferred can be identified;

- the contract is of a commercial nature;

- the Company/Group will receive the consideration to which it is entitled in exchange for the goods or services to be transferred to

the customer.

Step 2 - Identification of performance obligations

Performance obligation - a contractually binding promise to provide services. If the services are separable, the liability is recognised

separately. Each liability is identified in one of the following ways:

- a service (or bundle of goods or services) that is distinct,

- a set of individual services that are essentially the same and are delivered to the customer according to a uniform model.

Step 3 - Setting the transaction price

The Company/Group shall take into account the terms of the contract, the legislation of the Republic of Lithuania and its normal

business practices when determining the transaction price. The transaction price is the amount of consideration to which the Company

expects to be entitled in exchange for the delivery of the promised goods or services to the customer, excluding amounts collected

on behalf of third parties (e.g. certain sales taxes). The consideration promised in a contract with a customer may include fixed

amounts, variable amounts or both.

Step 4: Allocation of the transaction price to operating liabilities

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.18 Revenue Recognition (continued)

The Company/Group, in assigning a transaction price, assigns to each performance obligation an amount of the transaction price that

reflects the amount of consideration to which the Company/Group expects to be entitled in exchange for delivering to the customer

the goods or services promised.

Step 5 - Revenue recognition when the Company and the Group execute performance obligations

The Company/Group recognises revenue when it satisfies a performance obligation by delivering a promised good or service to a

customer. Performance obligations are settled over a period of time or at a point in time. The amount of revenue recognised is equal

to the amount attributable to the performance obligation. Revenue is recognised when the amount of revenue can be measured

reliably and it is probable that the economic benefits associated with the obligation will flow to the Company/Group and the amount

of revenue can be measured reliably.

Knitted article and working clothes production under particular customers’ order

The main performance obligation arising from contracts with customers is to provide knitted article production defined in technical

specifications (knitting, dying, decorating, sewing, and cutting) service with a fixed price set for each produced (finished) knitted article

separately.

Revenue from contracts with customers is recognised over the period in which the services are rendered. The Company/Group

provides its products to customers only fully finished. The Company and the Group allocate the transaction price over the product

production period based on the relative selling prices of the individual production levels.

The Company has performed an analysis and evaluated that the Company and the Group fulfils their performance obligation

described in contracts with customers over a period of time (not at point in time) due to the following reasons:

- The Company and the Group do not create an alternatively usable asset while providing article production services;

- The Company and the Group have an enforceable right to payment for work in progress.

Management of the Company and the Group calculates its share of revenue based on the expected costs plus margin. Based on

management and production accounting data, the production fulfilment status of a particular order is deducted at each stage of

production (calculating what proportion of the expected product cost at which stage of production is reached accordingly). The

calculations shall be completed by adding the applicable margin to the estimated relative levels of work-in-progress at different stages

of production. Thus, the calculated revenue is recognised in the statement of comprehensive income under the caption “Revenue

from contracts with customers” and contract assets are accounted in the current assets in the statement of financial position under

the caption “Contract asset”. Costs related to this revenue amount are reflected in the statement of comprehensive income under the

caption “Cost of sale”.

In preparation of financial statements according to IFRS and applying IFRS 15, the Company’s and the Group’s management has to

apply particular assumptions and estimates that have significant impact on amounts presented in financial statements. According to

the management, the most significant estimates and associated uncertainties arising while calculating and recognising revenue from

contracts with costumers relate to:

- The estimated product margin (percentage);

- Application of historical management and production accounting data in calculating value ratios, related to each stage of

production.

In addition to the above, management has also considered the effect of other matters on revenue recognition, such as the existence

of material financing components, non-cash settlement, discounts and other matters. The Company's and the Group's contracts with

customers do not contain these contractual terms or, in management's assessment, they are immaterial in the context of the

application of IFRS 15.

Revenue from sales of goods to a group of customers for which supply contracts contain clauses allowing alternative uses are

recognised when the control over goods is transferred to the customer and the revenue is recognised in the same way as from the

sale of their branded goods.

Contract assets – accrued income

Contract assets are conditional rights to consideration. The right is conditional, for example, when the Company / Group must first

satisfy another performance obligation in the contract before it is entitled to payment from the customer. If the Company / Group has

an unconditional right to receive consideration from the customer, the contract asset is accounted for as a receivable and presented

separately from other contract assets.

If the Company and the Group transfer goods or services to a customer before the customer pays consideration or before payment

is due, a contract asset is recognised for the earned consideration that is conditional as the order is not completed. Contract assets

– accrued revenue – at the end of production cycle (usually within 60 days) after fulfilling contractual obligations and issuing an

invoice, is accounted as trade receivable.

Contract liabilities: Prepayments received

Contract liabilities consist of prepayments received from customers for services to be rendered or goods to be sold in the future.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.18 Revenue Recognition (continued)

Trade receivables

A trade receivable represents the Company’s and the Group’s right to an amount of consideration that is unconditional (i.e., only the

passage of time is required before payment of the consideration is due). Trade receivables usually have a set payment delay term of

10–60 days.

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the

Company or the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at

the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on

impaired loans is recognised using the original effective interest rate.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Rental income

Payments received under operating leases (net of any incentives given to the lessee) are credited to profit and loss on a straight-line

basis over the period of the lease (Note 2.19).

2.19 Dividend Distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s and the Group’s financial statements

in the period in which the dividends are approved by the shareholders of the Company/Group.

2.20 Earnings (Losses) per Share

The Group presents basic (EPS) and diluted earnings per share (DEPS) data for its ordinary shares. Basic EPS is calculated by

dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares

outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the

weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, such as convertible

notes and share options granted to employees.

2.21 Subsequent Events

Subsequent events that provide additional information about the Group’s and the Company’s position at the reporting date (adjusting

events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when

material.

2.22 Classification into Current and Non-current

The Group and the Company present assets and liabilities in the statement of financial position based on current/non-current

classification. An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within 12 months after the reporting period

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting

period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle

• Held primarily for the purpose of trading

• It is due to be settled within 12 months after the reporting period

• There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

The Group and the Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-

current assets and liabilities.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

2. Summary of Material Accounting Policies (continued)

2.23 Employee Benefits

(a) Social security contributions

The Company and the Group pay social security contributions to the state Social Security Fund (hereinafter the “Fund”) on behalf of

its employees based on the defined contribution plan in accordance with the local legal requirements. A defined contribution plan is

a plan under which the Company and the Group pays fixed contributions and will have no legal or constructive obligations to pay

further contributions if the Fund does not hold sufficient assets to pay benefits to all employees related to employee service in the

current and prior period. Social security contributions are recognised as expenses on an accrual basis and are included in staff costs.

(b) Bonus plans

The Company and the Group recognises a liability and expenses for bonuses where contractually obliged or where there was a

practice applied in the past that has created a constructive obligation.

According to the requirements of the Labour Code of the Republic of Lithuania, each employee leaving the Company at the age of

retirement is entitled to a one-off payment amounting to two-month salary.

Current year cost of employee benefits is recognised as incurred in the statement of comprehensive income. Previously incurred

service costs are recognised as expenses on a straight-line basis over the average period until the benefits become vested.

Any gains or losses appearing as a result of changes in terms of benefits (curtailment or settlement) are recognised in the statement

of comprehensive income as incurred.

The above mentioned employee benefit obligation is calculated based on actuarial assumptions, using the projected unit credit

method. Remeasurements, consisting of actuarial gains and losses, are recognised immediately in the statement of financial position

with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur.

Remeasurements are not reclassified to profit or loss in subsequent periods.

Obligation is recognised in the statement of financial position and reflects the present value of these benefits on the date of the

statement of financial position. Present value of the non-current obligation to employees is determined by discounting estimated future

cash flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity

as the employment benefits.

(d) Share-based payments

Employees of the Group receive compensation in the form of share-based payments, i.e. employees provide services and receive

equity securities as compensation (equity-settled). The cost of equity-settled transactions is determined by reference to the fair value

of the options on the date of granting using an appropriate valuation model.

These costs are recognised as employee benefit expenses, together with a corresponding increase in capital (other reserves), in the

period in which the service conditions are met (vesting period). The cumulative expense for equity-based payments recognised at the

end of each reporting period up to the vesting date reflects the level of vesting over the vesting period and the Group's best estimate

of the amount of options that will be exercised.

The fair value of the consideration at the granting date does not take into account service and non-market performance conditions,

but those conditions are assessed to determine the likely number of equity instruments for which the vesting conditions will be

satisfied. All other terms and conditions set out in the plan that do not relate to vesting conditions are treated as non-vesting conditions

Non-exercisable conditions are reflected in the fair value of the option and are expensed immediately unless there are other

performance conditions.

No expense is recognised for options that are not exercised because the exercise conditions are not met. When market or other non-

exercise conditions are included in the option, the conditions are treated as satisfied, regardless of whether the market or non-exercise

period conditions are satisfied, given that all other conditions in the option contract are satisfied.

2.24 Offsetting and Comparative Figures

When preparing the financial statements, assets and liabilities, as well as revenue and expenses are not set off, except for the cases

when certain International Financial Reporting Standard specifically requires such set-off.

Where necessary, comparative figures have been adjusted to agree with the current year's presentation of information.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial risk management

3.1 Financial Risk Factors

The Group’s and the Company’s activities expose them to a variety of financial risks: market risk (including currency risk and cash

flow interest rate risk), credit risk and liquidity risk. The Group’s and the Company’s overall risk management programme focuses on

the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group and

the Company. Risk management is carried out by the Company’s/Group‘s management.

	Group		Company
Financial assets reported in the statement of financial	31 December		31 December
position	2023	2022	2023	2022
Financial assets at amortised cost
Non-current amounts receivable from subsidiaries except for prepayments	-	-	-	-
Trade receivables and contract assets (Note 11)	2,729	3,897	2,501	3,424
Cash and cash equivalents	1,108	385	310	29
Other current assets (excluding prepayments made and deferred	26	54	9	25
expenses)	3,863	4,336	2,820	3,478

	Group		Company
	31 December		31 December
Financial liabilities reported in the statement of financial	2023	2022	2023	2022
position
Financial liabilities measured at amortised cost
Borrowings and other current liabilities	5,836	5,119	5,836	5,119
Borrowings from subsidiaries	-	-	647	600
Borrowings from parent company	591	532	591	532
Trade payables	853	1,184	800	1,122
Payables to subsidiaries	-	-	60	75
Payables to other related parties	268	175	268	168
Accrued expenses and other current liabilities, other payables	624	653	417	440
(Note 19)	8,172	7,663	8,619	8,056

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.1 Financial Risk Factors (continued)

(a) Market risk

(i) Monetary assets and monetary liabilities foreign exchange risk

The Group and the Company operate internationally and carry out significant part of their transactions in euros. Therefore, the

management believes that entities operating in Lithuania are not exposed to significant currency exchange risk.

During 2023, due to fluctuations in the official exchange rate of the Ukrainian Hryvnia (UAH) against the EUR as determined by the

National Bank of Ukraine, the Ukrainian subsidiary had an exchange loss of EUR 170 thousand (2022: exchange gain of EUR 471

thousand) as a result of the Company's Euro-denominated borrowings and long-term payables. As from 2014, due to the geopolitical

situation in Ukraine and significant drop in the value of UAH against EUR, the management of the Group and the Company re

designated of loans granted and long term receivables from the subsidiary Mrija PAT MTF to investment, considering that the

repayment of these amounts is not expected in the foreseeable future.

Accordingly, gains (losses) arising from foreign exchange related to the monetary items considered to be part of net investment into

foreign operation are accounted in Group’s consolidated financial statements through other comprehensive income (loss) in 2023

and 2022.

Comprehensive income (loss) from foreign currency translation included in the consolidated statement of changes in equity in other

comprehensive income attributable to the equity holders of the Company:

Foreign	currency	exchange difference on	monetary items	2023	2022
				308	532
attributed to net investments
Foreign currency translation effect on other items				(296)	(562)
Total comprehensive income (loss)				12	(30)

Other comprehensive income (loss) from foreign currency translation included in other comprehensive income attributable to non-

controlling interests was not material.

Company’s business transactions mainly are denominated in euro, therefore, the Company is not exposed to significant foreign

exchange risk. In the Group the UAH exchange risk is related to intercompany balances in different currencies. The following table

demonstrates the sensitivity to a reasonably possible change in UAH exchange rate related to EUR, with all other variables held

constant.

	Change in UAH rate with	Effect on profit before tax	Effect on equity
	regard to EUR
2023	5%	7	(13)
	(5)%	(13)	140
2022	5%	51	263
	(5)%	(12)	11

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.1 Financial Risk Factors (continued)

(ii) Cash flow interest rate risk

Borrowings with variable interest rates expose the Company and the Group to cash flow interest rate risk. In 2023 and 2022, the

Company’s and the Group’s borrowings with variable interest rates were denominated in EUR.

The Group and the Company analyse their interest rate exposure on an annual basis. The Group and the Company calculates the

impact on profit or loss by multiplying year-end balances of interest-bearing loans granted and borrowings by the estimated interest

rate change. Except for the current year’s profit (loss), there is no impact on the equity of the Group and the Company.

Based on the simulations performed, an increase or decrease of 0.5% in the interest rate would result in a maximum increase or

decrease in the result of the Company and the Group of EUR 28 thousand and EUR 30 thousand respectively (2022: EUR 20

thousand and EUR 22 thousand respectively). This is largely determined by the increase or decrease in interest expense/income

incurred on loans received and issued.

(b) Credit risk

Credit risk or counterparty default risk is controlled through the use of credit terms and procedural controls. The Company and the

Group have significant credit risk, sales during the financial year have been performed to a significant partner whose indebtedness

represents 34% of total trade receivables.

(i) Maximum exposure to credit risk

Credit risk arises from cash balances at bank, loans granted, trade receivables and contract assets.

The table below summarises all credit risk exposures related to the items of the Group’s and the Company’s statements of financial

position. Maximum exposure to credit risk before collateral held or other credit risk reduction:

	Group		Company
	31 December		31 December
	2023	2022	2023	2022
Cash and cash equivalents at banks (Note 13)	1,108	385	310	29
Amounts receivable and contract assets (Note 11)	2,729	3,897	2,501	3,424
Non-current loans granted and amounts receivable	-	-	-	-
except for prepayments (Note 26)
In total	3,837	4,282	2,811	3,453

(ii) Credit quality of financial assets

Trade customer quality is assessed with respect to their financial position, work experience and other facts.

The credit quality of financial assets that are neither past due nor impaired can be assessed considering historical data of their

performance as independent credit ratings are not available.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.1 Financial Risk Factors (continued)

(a) Trade receivables and contract assets – trade customers with no independent rating

	Group		Company
	31 December		31 December
	2023	2022	2023	2022
New trade customers (up to 12 months)	118	343	118	343
Current trade customers (more than 12 months)
that fully fulfilled their obligations in the past	2,611	3,554	2,383	3,081
In total	2,729	3,897	2,501	3,424

Impairment analysis is performed at each balance sheet date based on provision matrix and individual assessment in order to

evaluate expected credit losses. Provision rates are assessed based on the number of days past due payment, grouping customers

based on similar previous credit loss risk experience. Calculations reflect the possibility to calculate the amount, time value of

money, reasonable and predicable information on past events, current conditions and forecasts of expected economic conditions,

which can be obtained at the reporting date. Based on the performed analysis, the Company/Group assessed that historical loss

rates are insignificant even if the adjustments based on forward looking indicators are included.

(b) Cash and cash equivalents, excluding cash on hand.

	Group		Company
	31 December		31 December
	2023	2022	2023	2022
Rating A	993	340	201	6
Rating BBB+	96	12	96	12
No rating	19	33	13	11
Total	1,108	385	310	29

*Independent ratings are established by Fitch agency.

As at 31 December 2023, the Company’s non-current receivables and loans granted before impairment comprises the receivables

only from PAT MTF Mrija (Note 26). In December 2023, an impairment was formed on the receivable from PAT Mrija and on the loan

issued in an amount of EUR 98 thousand (as at 31 December 2022: EUR 1,877 thousand). The evaluation of expected credit losses

for these receivables is provided in Note 4.

Trade receivables that are past due are not treated as impaired when the Group’s and the Company’s management expects to

recover these receivables.

	Group		Company
	31 December		31 December
	2023	2022	2023	2022
Not past due receivables	2,492	3,793	2,291	3,382
Past due not impaired
Less than 30 days	161	102	134	40
Past due from 31 to 60 days	76	2	76	2
Past due from 61 to 180 days	-	-	-	-
More than 181 days	-	-	-	-
Total past due not impaired	237	104	210	42
Overdue and impaired
Up to 180 days	-	-	-	-
More than 181 days	25	77	-	52
Impairment allowance for trade	(25)	(77)	-	(52)
receivables
Total accounts receivable and contract assets after impairment	2,729	3,897	2,501	3,424

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2023 (All amounts are in EUR thousand, unless otherwise stated) 30 3. Financial Risk Management (continued) 3.1 Financial Risk Factors (continued) Impairment of loans granted and trade receivables evaluated based on the accounting policy as disclosed in Note 2.11, is recognised in the statement of comprehensive income. (c) Liquidity risk The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount of committed credit lines to meet its commitments at a given date in accordance with its strategic plans. As at 31 December 2023, the Group’s current liabilities exceeded its current assets by EUR 855 thousand (as at 31 December 2022, current assets exceeded current liabilities by EUR 2,670 thousand). As at 31 December 2023, the Group’s liquidity (current assets/current liabilities) and quick ratios ((current assets - inventory)/current liabilities) were 0.88 and 0.54, respectively (as at 31 December 2022: 1.43 and 0.73, respectively). As at 31 December 2023, the Company’s (UTENOS TRIKOTAŽAS AB) current liabilities exceeded its current assets by EUR 856 thousand (as at 31 December 2022: the current assets exceeded current liabilities by EUR 2,572 thousand). As at 31 December 2023, the Company’s liquidity (current assets/current liabilities) and quick ratios ((current assets - inventory)/current liabilities) were 0.86 and 0.47, respectively (as at 31 December 2022: 1.47 and 0.68, respectively). The table below summarises the Group’s and the Company’s undiscounted financial liabilities. The financial liabilities are classified into relevant maturity groupings based on the remaining period to the contractual maturity date. Fair value of accounts payable and other financial liabilities due within 3 months or less are equal to their carrying balances as the impact of discounting is insignificant. The tables below summarise the maturity profile of the Group’s and the Company’s financial liabilities as at 31 December 2023 and 2022, based on contractual undiscounted payments: Group	Less
	than 3	From 3 to 12	From 1 to 5	After 5
31 December 2023	months	months	years	years	In total
Borrowings from the banks with future interest	24	1,305	162	-	1491
State Aid Fund for Business	60	285	3,398	-	3,743
Lease liabilities	44	155	495	-	694
Borrowings from parent company	-	-	721	-	721
Trade payables and payable to related parties	1,121	-	-	-	1,121
Group	1,249	1,745	4,776	-	7,770
	Less than 3	From 3 to	From 1 to	After 5
31 December 2022	months	12 months	5 years	years	In total
Borrowings from the banks with future interest	209	718	1,209	-	2136
State Aid Fund for Business	50	249	3,448	-	3747
Lease liabilities	45	175	754	-	974
Borrowings from parent company	-	-	633	-	633
Trade payables and payable to related parties	1,359	-	-	-	1,359
	1,663	1,142	6,044	-	8,849
Company	Less than	From 3 to 12	From 1 to 5	After
				5	In total
31 December 2023	3 months	months	years	years
Borrowings from the banks with future interest	24	1,305	162		1,491
State Aid Fund for Business	60	285	3,398		3,743
Borrowings from subsidiaries	-	-	785	-	785
Borrowings from parent company	-	-	721	-	721
Lease liabilities	21	81	49	-	151
Trade payables and payable to related parties	1,128	-	-	-	1,128
	1,233	1,671	5,115	-	8,019

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.1 Financial Risk Factors (continued)

				After
	Less than	From 3 to 12	From 1 to 5	5
31 December 2022	3 months	months	years	years	In total
Borrowings from the banks with future interest	209	718	1,209	-	2,136
State Aid Fund for Business	50	249	3,448	-	3,747
Borrowings from subsidiaries	-	-	732	-	732
Borrowings from parent company	-	-	633	-	633
Lease liabilities	22	102	127	-	251
Trade payables and payable to related parties	1,365	-	-	-	1,365
	1,646	1,069	6,149	-	8,864

The tables below summarise the changes in the Group’s and the Company’s liabilities arising from financing activities:

									Effect of
Group				Disposals					exchange
		Cash	New	and write-	Reclassifi	Discounts		Interest	rate
	01/01/2023	flows	leases	offs	cation	received		charges	fluctuations	31/12/2023
Current borrowings	957	1,301	-	-	726	-		-	-	2,984
and interest
Non-current
borrowings and interest	4,694	(584)	-	-	(726)	-		59	-	3,443
Lease liabilities	893	(100)	9	(18)	-	-		6	(112)	678
	6,544	617	9	(18)	-	-		65	(112)	7,105
Company				Disposals					Effect of
	01/01/2023	Cash	New	and write-	Reclassifi	Discounts		Interest	exchange	31/12/2023
		flows	leases		cation	received		charges	rate
Current borrowings				offs					fluctuations
	957	1,301	-	-	726	-		-	-	2,984
and interest
Non-current
borrowings and interest liabilities	5,295	(584)	-	-	(726)	-		105	-	4,090
Lease liabilities	241	(89)	9	(18)	-	-		3	-	146
	6,493	628	9	(18)	-	-		108	-	7,220
Group		Cash	New	Disposals	Reclassifi	Discounts		Interest	Effect of	31
	01/01/2022			and write-					exchange	December
		flows	leases	offs	cation	received		charges	rate	2022
Current borrowings	2,438	(1,481)	-	-		-	-	-	-
and interest										957
Non-current
borrowings and interest	3,531	1,163	-	-		-	-	-	-	4,694
Lease liabilities	604	(294)	709	6		-	-	19	(151)	893
	6,573	(612)	709	6		-	-	19	(151)	6,544

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.1 Financial Risk Factors (continued)

Company				Disposals				Effect of	31
	01/01/2022	Cash flows	New	and write-	Reclassi- Discounts		Interest	exchange	December
			leases		fication	received	accrual		2022
				offs				rate
Current borrowings	2,438	(1,481)	-	-	-	-	-	-	957
and interest
Non-current									5,295
borrowings and interest liabilities	4,132	1,163	-	-	-	-	-	-
Lease liabilities	258	(179)	152	6	-	-	4	-	241
	6,828	(497)	152	6	-	-	4	-	6,493

3.2 Capital Management

The Group’s and the Company’s objectives when managing capital are to ensure the Group’s and the Company’s ability to

continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an

optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company

may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce

debt.

The Group and the Company defines its capital as equity and borrowings, including lease, less cash and cash equivalents. As at

31 December, the Group’s and the Company’s capital structure was as follows:

	Group		Company
	31 December		31 December
	2023	2022	2023	2022
Total borrowings	5,836	5,119	5,836	5,119
Lease liabilities	678	893	146	241
Less: cash and cash equivalents	(1,108)	(385)	(310)	(29)
Net debt	5,406	5,627	5,672	5,331
Total equity	1,895	3,845	2,168	4,265
Total own and borrowed capital	7,301	9,472	7,840	9,598

UTENOS TRIKOTAŽAS AB

Under the Lithuanian Republic Law on Companies, the authorised share capital of a public company must be not less than EUR

40 thousand (EUR 2.5 thousand for a private limited liability company) and the shareholders’ equity should not be lower than 50%

of the company’s registered share capital. As at 31 December 2023 and 2022, the Company and its subsidiaries registered in

Lithuania complied with these requirements.

Mrija PAT MTF

As at 31 December 2023 and 31 December 2022, the shareholders’ equity of the subsidiary registered in Ukraine was negative.

Pursuant to the Ukrainian laws, a company may be put into liquidation when its shareholders’ equity becomes less than the minimal

amount of authorised share capital as defined in the Law on Companies at the moment of the company’s registration. On the date of

these financial statements, there were no decisions made or actions taken concerning PAT MTF Mrija negative shareholders’ equity.

Taking into the account appropriate financial support to PAT MTF Mrija, the management of the Group and the Company assesses

the liquidation risk as low.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.3 Fair Value of Financial Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset

or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group and the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset

or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by

using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best

use.

The Group and the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are

available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value

hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly

observable;

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and the Company determines

whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that

is significant to the fair value measurement as a whole) at the end of each reporting period.

Valuations are performed by the Group’s and the Company’s management at each reporting date. For the purpose of fair value

disclosures, the Group and the Company have determined classes of assets and liabilities on the basis of the nature, characteristics

and risks of asset or liability and the level of the fair value hierarchy as explained above.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

3. Financial Risk Management (continued)

3.3 Fair Value of Financial Assets and Liabilities (continued)

Valuation of assets according to the fair value hierarchy levels:

31 December 2023

			Group				Company
	Level	Level	Level	Carrying	Level	Level	Level	Carrying
	1	2	3	amount	1	2	3	amount
Assets for which fair values are disclosed:
Trade receivables	-	-	-	1,385	-	-	-	1,314
Cash and cash equivalents (Note 13)	-	-	-	1,108	-	-	-	310
Other current assets (excluding
prepayments made and deferred	-	-	-	26	-	-	-	9
expenses)
Liabilities for which fair values are disclosed
Borrowings and other current liabilities	-	1,415	-	4,421	-	1,415	-	4,421
Borrowings to subsidiaries	-	-	-	-	-	647	-	-
Borrowings to parent company	-	591	-	-	-	591	-	-
Trade payables	-	-	-	853	-	-	-	800
Payables to subsidiaries	-	-	-	-	-	-	-	60
Payables to related parties	-	-	-	268	-	-	-	268
Other current liabilities (Note 19)	-	-	-	401	-	-	-	401

31 December 2022

			Group				Company
	Level	Level	Level	Carrying	Level	Level	Level	Carrying
	1	2	3	amount	1	2	3	amount
Assets for which fair values are disclosed:
Loans receivable and other receivables	-	-	-	-	-	-	-
from subsidiaries
Trade receivables	-	-	-	1,997	-	-	-	1,623
Cash and cash equivalents (Note 13)	-	-	-	385	-	-	-	29
Other current assets (excluding
prepayments made and deferred	-	-	-	54	-	-	-	25
expenses)
Liabilities for which fair values are disclosed
Borrowings and other current liabilities	-	1,999	-	3,120	-	1,999	-	3,120
Borrowings to subsidiaries	-	-	-	-	-	600	-	-
Borrowings to parent company	-	532	-	-	-	532	-	-
Trade payables	-	-	-	1,184	-	-	-	1,122
Payables to subsidiaries	-	-	-	-	-	-	-	75
Payables to related parties	-	-	-	175	-	-	-	168
Other current liabilities (Note 19)	-	-	-	423	-	-	-	423

3.3 Fair Value of Financial Assets and Liabilities

The fair value of receivables from subsidiaries and loans granted to the subsidiary by the Company is estimated as described in Note

4; therefore, the management estimates that their fair value approximates carrying amounts as at 31 December 2023 and 2022 (level

3 in fair value hierarchy). Interest rate on the loans received by the Group and the Company is subject to repricing at least every 1

year, therefore, the fair value of loans received similar their carrying amount.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

4. Critical accounting estimates and judgements

The Company and the Group make estimates and assumptions that affect the reported amounts of assets and liabilities within. The

estimates and judgements are continually evaluated and are based on the management’s experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances. The management also makes certain

judgements, apart from those involving estimations, in the process of applying the accounting policies. Estimates and judgements

that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include:

Estimates of recoverable amounts of goodwill, investments in subsidiaries, as well as loans to and receivables from

subsidiaries

The Group and the Company annually test goodwill for impairment in accordance with the accounting policy described in Note 2.7.

The recoverable amount of cash-generating units has been determined based on the greater of their value in use and its fair value

less costs to sell. Loans granted and accounts receivable are tested for impairment in accordance with the accounting principles

described in Note 2.10. These calculations require the use of significant estimates as outlined below.

Valuation of investment in the subsidiary PAT MTF Mrija, including loan granted and amounts receivable, in the

Company’s separate financial statements, as well as valuation of non-current assets in the Company’s consolidated

financial statements

As at 31 December 2023, the Company's investment (including loan and receivables) in PAT MTF Mrija before impairment was EUR

4,950 thousand). In the course of 2023, an impairment test was carried out and an additional impairment was established for EUR 60

thousand of interest and EUR 38 thousand. The impairment was recorded in the Company's statement of comprehensive income

under financial expenses (Note 23) and under general and administrative expenses (note 21).

During 2022 an impairment test was carried out and an additional impairment of EUR 1,877 thousand was recorded for the entire

amount for a loan issued of EUR 1,145 thousand and for interest receivable of EUR 732 thousand. The impairment was recorded in

the Company's statement of comprehensive income under financial expenses (Note 23) and under general and administrative

expenses (note 21).

As at 31 December 2023 and 2022, goodwill which is related to PAT MTF Mrija and accounted in consolidated financial statements

amounted to EUR 0.

At the Group’s consolidated financial statement and UTENOS TRIKOTAŽAS separate financial statement level, cash generating unit,

related to the subsidiary PAT MTF Mrija is comprised of the entity’s property, plant and equipment, goodwill and working capital.

As at 31 December 2022, the recoverable amount of the cash generating unit was estimated based on the asset’s value in use, which

was estimated by reference to the expected future cash inflows in accordance with the five-year financial projections approved by

management. Given the current facts, the ongoing war, and assuming the circumstances in 2023, nothing has changed since 2022.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

4. Critical Accounting Estimates and Judgements (continued)

Fair value less cost of disposal

In 2022, as a result of the hostilities in Ukraine, the Group and the Company were unable to carry out an independent real estate

valuation of properties located in Ukraine due to the non-functioning real estate market in that country. In 2022, the Group carried out

a valuation of the non-current assets of PAT MTF Mriya, the carrying amount of which before impairment, as reflected in the Group's

financial statements as at 31 December 2022, amounts to EUR 1,671 million. The recoverable amount of non-current assets was

determined by taking into account the value in use of the assets, which was estimated based on the expected future cash inflows

estimated on five-year financial projections approved by management. One of the significant assumptions used in the valuation of

the value in use of the assets was the discount rate, which was estimated by taking into account the weighted average cost of capital

and amounted to 24%. The financial forecasts of PAT MTF Mrija are based on sales growth of 11% in 2023 (the fact did not match

the forecast). The financial forecast for 2022 –2027 is 0%, which is based on uncertainty and risk due to the ongoing hostilities in

Ukraine. An impairment of PAT MTF Mrija's non-current assets of EUR 1,671 was recognised as at 31 December 2022. The carrying

amount of non-current assets of PAT MTF Mriya stated in the Group's financial statements as at 31 December 2022 is EUR zero.

The expected credit loss (ECL) model was applied to assess impairment of loans granted and accounts receivables from the

subsidiary PAT MTF Mrija in the separate financial statements of the Company, as provided for in IFRS 9 Financial Instruments.

Because the credit exposure of the subsidiary PAT MTF Mrija has increased significantly since initial recognition (negative balance

in equity), the impairment loss is required for credit losses expected over the remaining life of the exposure, irrespective of the timing

of the default. The probability of default without the Company’s financial support in the near future is considered to be close to 100%,

and the loss given default is close to net assets of PAT MTF Mrija (Including its liabilities to the Company) less costs of disposal, as

this value is negative. Based on this estimate, additional impairment of loans granted and interest receivable from PAT MTF Mrija

(EUR 150 thousand) was recognised in 2020. In 2022, an additional impairment was recorded for the entire debt of PAT MTF Mrija

in an amount of EUR 1,877 thousand. During 2023, the Company accrued EUR 60 thousand of interest to PAT Mriya, sold products

amounting to EUR 3 thousand of and paid advances at an amount of EUR 35 thousand. In total EUR 98 thousand. An impairment

was established on these amounts receivable.

Determination of the carrying value of the buildings

Revaluation of buildings is performed periodically (every 5 years, unless there are indications that there are significant differences in

the market of buildings) to ensure that the carrying value of buildings does not significantly differ from fair value at the reporting

date. In 2023, the management of the Company and the Group identified indications of a possible change in the value of the

buildings, which led to an independent valuation by professional valuers in November 2023.

At 31 December 2023 and 31 December 2022, property, plant and equipment are carried at revalued amounts determined by

external independent valuers. The independent valuation was carried out on 20 November 2023 in accordance with the

International Valuation Standards (IVS) and the relevant legislation of the Republic of Lithuania. The fair value of the investment

property was estimated using the discounted cash flow method based on information provided by the owner of the property, which

was compared with the Lithuanian market data. The determined fair value of the property - buildings owned by the Group and the

Company, is estimated at EUR 4,900 thousand and EUR 4,230 thousand, respectively. The following material assumptions were

used in determining the fair value of the assets:

• In a typical case, the activities carried out at the property relate not only to the property itself, but also to the entity that

operates the property, which, in order to eliminate atypical influences on the value of the asset, is used in the calculation to

derive the rental income from the property, based on the average market prices prevailing in the area. Average rental price

for the whole complex per 1 sqm: EUR 64,261.52 /38,853.50 sqm = ~ EUR 1.65 / sqm/ month, excluding VAT. This value

shall be used for subsequent calculations.

• The occupancy rate used in the calculations is 75% and the estimate is based on the average of the properties in the

region (lower limit);

• The discount rate used in the valuation is 14.55%, which is composed of a capitalisation rate of 11% and an annual

income/cost growth rate of 3.55%;

• The calculation uses a smooth annual rate of change in income and expenses of 3.55%, which is consistent with the

ECB's monetary policy objectives. This rate is also used to adjust income and expenditure flows.

• In order to ensure the sufficiency of real estate tax expenses, the applied tax rate on real estate is 1%; the tax on the lease

of land is calculated proportionally, according to the leased area of the state land plot; the costs related to the

administration of the leased real estate are applied at the median of the market estimate - 4.75%, provisions for repairs -

the applicable median of the market estimate – 5.5%, property insurance – the applicable median of the market estimate –

0.1%. All other costs are based on market averages.

During 2022, the management of the Company and the Group, with the help of independent valuers who carried out valuations of

property or a survey of the real estate market, did not identify any signs that the carrying amounts of the property could materially

differ from their fair values, except for the property in Ukraine. In 2022, in the absence of the possibility to carry out a valuation of

the property in Ukraine due to the ongoing hostilities and the inactive real estate market, the value of the property in Ukraine was

tested by estimating the expected future cash inflows of PAT MTF Mrija. After carrying out the assessment, an impairment was

formed for the entire value of the property.

Revenue recognition

Management’s judgement related to revenue recognition over time is disclosed in Note 2.20.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

4. Critical Accounting Estimates and Judgements (continued)

Determining the lease term of contracts with renewal and termination options – the Company/Group as lessee

The Company/Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an

option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it

is reasonably certain not to be exercised.

The Company/Group has few land lease contracts that include extension or/and termination options. The Company/Group applies

judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That

is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the

commencement date, the Company/Group reassesses the lease term if there is a significant event or change in circumstances that

is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of

significant leasehold improvements or significant customisation to the leased asset). For more details please see Note 17.

5. Segment Reporting

The Group has two main business segments which are identified based on products type and the entities within the Group producing

them: production of knitted articles (that includes the Company and its subsidiaries PAT MTF Mrija and Aboutwear UAB) and

production of working clothes (that includes subsidiary Šatrija AB).

In assessing operational performance of segments, the Board of the Group takes into account the sales revenue, gross profit, EBITDA

(earnings before financial activity result, tax, depreciation and amortisation), profit (loss) ratios, therefore the report on the Group’s

segments discloses these items in respect of each segment. Inter-segment transactions are eliminated on consolidation.

2023

	Production
	of knitted	Production of
	articles	working clothes	Eliminations	In total
External sales	19,633	2,608	-	22,241
Internal sales	482	-	(482)	-
Total sales	20,115	2,608	(482)	22,241
Gross profit	1,519	297	-	1,816
EBITDA	(1,438)	(116)	-	(1,554)
Profit (loss)	(2,379)	(175)	-	(2,554)
Depreciation and amortisation (Notes 6, 7, 8, 17)	562	94	-	656
Interest expense (Note 23)	467	-	-	467
Income tax (Note 24)	(12)	(2)	-	(14)
Total segment assets	12,731	1,700	-	14,431
Total segment liabilities	11,046	1,299	-	12,345

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

5. Segment Reporting (continued)

2022

	Production	Production of
	of knitted	working
	articles	clothes	Eliminations	In total
External sales	31,774	2,735	-	34,509
Internal sales	917	-	(917)	-
Total sales	32,691	2,735	(917)	34,509
Gross profit	3,319	511	-	3,830
EBITDA	(719)	188	-	(531)
Profit	(2,016)	96	-	(1,920)
Depreciation and amortisation (Notes 6, 7, 8, 17)	855	105	-	960
Interest expense (Note 23)	318	-	(10)	308
Income tax (Note 24)	19	(2)	-	17
Total segment assets	15,275	1,551	-	16,826
Total segment liabilities	11,814	979	-	12,793

	2023	2022
EBITDA	(1,554)	(531)
Depreciation and amortisation	(656)	(960)
Operating profit	(2,210)	(1,491)
Interest expense	(467)	(308)
Other finance costs, net	109	(104)
Loss for the year before income tax	(2,568)	(1,903)

The measurement and recognition policies used for preparation of management’s reports are the same as those used in these

financial statements.

Breakdown of the Company’s and Group’s revenue by type of activity:

	Group		Company
	2023	2022	2023	2022
Sales of goods ordered (recognised over time)	15,427	24,062	13,010	21,241
Sales of goods ordered (recognised at the point in time)*	3,307	4,961	3,307	4,961
Company brands (About, Utenos) (recognised at the point in time)	2,514	3,623	2,406	3,619
Sales of services (recognised over time)	487	699	298	648
Other sales (recognised at the point in time)	506	1,164	504	1,164
	22,241	34,509	19,525	31,633

* As described in Note 2.20, revenue from sales of goods to a group of customers for which supply contracts contain clauses allowing

alternative uses are recognised at the point in time.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

5. Segment Information (continued)

The table below summarises the Group’s and the Company’s revenues geographically:

	DACH	Scandinavia
	(Germany,	(Sweden,		Other
2023	Austria,	Norway,	Lithuania	markets	In total
	Switzerlan	Denmark,
	d)	Finland)
Group’s sales	13,081	2,514	3,962	2,684	22,241
Company’s sales	11,985	2,435	3,904	1,201	19,525

	DACH	Scandinavia
	(Germany,	(Sweden,		Other
2022	Austria,	Norway,	Lithuania	markets	In total
		Denmark,
	Switzerland)	Finland)
Group’s sales	17,397	6,394	6,585	4,133	34,509
Company’s sales	16,981	6,017	6,181	2,454	31,633

In 2023, 58.8% of the Group’s sales were made to DACH customers (in 2022: 50.4%). In 2023, 11.3% of total production was

sold to Scandinavian customers (in 2022: 18.5%). 18% of the production was sold in the Lithuanian market (in 2022: 19%).

Assets are divided by location and described in Notes 6 and 7.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

6. Intangible assets

The Group's intangible assets are located in the Republic of Lithuania, except for the assets of the subsidiary PAT MTF Mriya, which

are located in the Republic of Ukraine; the intangible non-current assets located in Ukraine have been fully amortised..

				Group	Company
	Goodwill		Other intangible	In total	Other intangible
	related to		assets		assets
	Šatrija AB
Acquisition cost:
Balance at 31 December 2021		441	876	1,317	725
Additions		-	13	13	13
Disposals and write-offs		-	-	-	-
Balance at 31 December 2022		441	889	1,330	738
Additions		-	-	-	-
Disposals and write-offs		-	(140)	(140)	(123)
Balance at 31 December 2023		441	749	1,190	615
Amortisation and impairment:
Balance at 31 December 2021		37	792	829	641
Amortisation for the reporting period		-	27	27	27
Disposals and write-offs		-	-	-	-
Balance at 31 December 2022		37	819	856	668
Amortisation for the reporting period		-	39	39	39
Disposals and write-offs		-	(140)	(140)	(123)
Balance at 31 December 2023		37	718	755	584
Carrying amount at 31 December 2021		404	82	486	84
Carrying amount at 31 December 2022		404	70	474	70
Carrying amount at 31 December 2023		404	31	435	31

The Company and the Group do not have internally generated intangible assets. Amortisation expenses of intangible assets are

recognised in general and administrative expenses in the statement of comprehensive income (Note 21).

As at 31 December 2022, acquisition cost of the Group’s and the Company’s fully amortised intangible assets still in use amounted

to EUR 719 thousand and EUR 587 thousand, respectively (as at 31 December 2022: EUR 719 thousand and EUR 587 thousand,

respectively).

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

7. Property, Plant and Equipment

Group

				Vehicles and other	Construction-
	Land	Buildings	Structures	property, plant	in-progress	In total
				and equipment
Acquisition cost or revalued amount:
Balance at 31 December 2021	4	7,477	394	22,006	11	29,892
Additions	-	-	-	67	129	196
Reclassification between asset groups	-	-	-	-	(9)	(9)
Disposals and write-offs	-	(3)	-	(512)	-	(515)
Foreign currency translation differences	-	(566)	(10)	(99)	-	(675)
Balance at 31 December 2022	4	6,908	384	21,462	131	28,889
Additions	-	-	76	185	(129)	132
Impact of revaluation and reversal	-	700	-	-	-	700
Transfer*		(343)	-	-	-	(343)
Disposals and write-offs	-	(210)	-	(389)	-	(599)
Foreign currency translation differences	-	(147)	(3)	(31)	-	(181)
Balance as at 1 January 2022	4	6,908	457	21,227	2	28,598
Accumulated depreciation and impairment:
Balance at 31 December 2021	-	772	209	19,468	-	20,449
Depreciation charge for the year	-	83	17	405	-	505
Depreciation of revalued value	-	152	-	-	-	152
Impairment formed		1,644		(116)		1,528
Disposals and write-offs	-	(3)	-	(422)	-	(425)
Foreign currency translation differences	-	(117)	(9)	(92)	-	(218)
Balance at 31 December 2022	-	2,531	217	19,243	-	21,991
Depreciation charge for the year	-	82	20	336	-	438
Depreciation of revalued asset	-	74	-	-	-	74
Impairment formed	-	(114)	-	(2)	-	(116)
Transfer*	-	(343)	-	-	-	(343)
Disposals and write-offs	-	(115)	-	(375)	-	(490)
Foreign currency translation differences	-	(34)	(3)	(30)	-	(67)
Balance as at 1 January 2022	-	2,081	234	19,172	-	21,487
Carrying amount at 31 December 2021	4	6,705	185	2,538	11	9,443
Carrying amount at 31 December 2022	4	4,377	167	2,219	131	6,898
Carrying amount at 31 December 2023	4	4,827	223	2,055	2	7,111

The Group's assets are located in the Republic of Lithuania, except for the assets of its subsidiary PAT MTF Mriya, which are located in

the Republic of Ukraine. The carrying amount of property, plant and equipment located in Ukraine before impairment at 31 December

2023 was EUR 1,530 thousand (31 December 2022: EUR 1,671 thousand), for all of which the impairment was formed (note 4).

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

7. Property, Plant and Equipment (continued)

Company

Land

Buildings

Structures

				Vehicles,
				equipment and
				other property,
				plant and	Construction-
				equipment	in-progress	In total
Cost or revalued amount:
Balance at 31 December 2021	4	4,358	356	19,498	11	24,227
Additions	-	-	-	59	129	188
Disposals and write-offs	-	-	-	(416)	-	(416)
Reclassification between asset groups	-	-	-		(9)	(9)
Balance at 31 December 2022	4	4,358	356	19,141	131	23,990
Additions	-	-	45	183	(129)	99
Disposals and write-offs	-	-	-	(322)	-	(322)
Impact of revaluation	-	436	-	-	-	436
Transfer*	-	(343)	-	-	-	(343)
Balance at 31 December 2023	4	4,451	401	19,001	2	23,869
Accumulated depreciation and impairment:
Balance at 31 December 2021	-	387	177	17,267	-	17,822
Depreciation for the reporting period	-	54	16	326	-	396
Depreciation of revalued value	-	67	-	-	-	67
Impairment formed		-		(143)		(143)
Disposals and write-offs	-	-	-	(334)	-	(334)
Balance at 31 December 2022		499	193	17,116	-	17,808
Depreciation for the reporting period	-	62	19	275		356
Depreciation of revalued asset	-	70	-	-	-	70
Transfer*		(343)	-	-	-	(343)
Disposals and write-offs	-	-	-	(306)	-	(306)
Balance at 31 December 2023	-	288	212	17,084	-	17585
Carrying amount at 31 December	4	3,980	179	2,231	11	6,405
2021
Carrying amount at 31 December	4	3,859	163	2,025	131	6,182
2022
Carrying amount at 31 December	4	4,163	189	1,918	2	6,276
2023

222

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

7. Property, Plant and Equipment (continued)

*This transfer relates to accumulated depreciation at the revaluation date that was eliminated from the total carrying amount of the

revalued assets

Allocation of depreciation and amortisation of property, plant and equipment, intangible assets, investment property and the right-of-

use asset is disclosed in the table below.

		Group			Company
	2023		2022	2023		2022
In the cost of sale (Note 20)		450	523		369	340
In general and administrative expenses		199	428		186	316
(Note 21)
In other operating expenses		7	9		6	9
Total		656	960		561	665

As at 31 December 2023, property, plant and equipment of the Group and the Company with an acquisition cost of EUR 17,354

thousand and EUR 14,456 thousand, respectively, were fully depreciated but still in use (as at 31 December 2022: EUR 17,678

thousand and EUR 14,737 thousand, respectively).

As at 31 December 2023, the Company has pledged its non-current assets to OP Bank and KŪB Pagalbos verslui fondas. The

carrying amount of the Company’s pledged property, plant and equipment amounted to EUR 1,611 thousand (Note 16) (2022: EUR

2,025 thousand). The carrying amount of the property, plant and equipment pledged by AB Šatrija to the KÚB Pagalbos verslui fondas

to secure the Company's liabilities was EUR 141 thousand (2022: EUR 146 thousand).

If buildings were measured using the cost method, the carrying amounts of buildings would be as follows:

	Group	Company
	As at 31 December 2023	As at 31 December 2023
Acquisition cost	4,287	2,676
Accumulated depreciation and impairment losses	(2,755)	(1,300)
Net carrying amount	1,532	1,376
	Group	Company
	As at 31 December 2022	As at 31 December 2022
Acquisition cost	4,287	2,676
Accumulated depreciation and impairment losses	(2,673)	(1,238)
Net carrying amount	1,614	1,438

Buildings carried at revalued amounts include warehouses, industrial buildings, a shop, an administration building, etc. Management

has determined that under IFRS 13 all of these form a single asset class based on the nature, characteristics and risks of the assets.

The fair value of the assets was determined using the discounted cash flow method. This means that valuations performed by the

appraiser are based on active market prices for comparable properties adjusted for difference in the nature, location or condition of

the specific property. As at the date of the valuation (20 November 2023), the asset’s fair value was based on valuations performed

by accredited independent appraisers Centro Kubas UAB (Lithuania). The value of the Group’s and the Company’s assets is based

on third level of fair value hierarchy.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

7. Property, Plant and Equipment (continued)

Impact of non-current asset revaluation:

	Group	Company
	6,705
Net book value of the building as at 31 December 2022:		3,980
Carrying amount of revalued amount of buildings as at 31 December 2021:	4,772	2,488
Carrying amount of acquisition cost of buildings at 31 December 2021:	1,933	1,492
Acquisition, reclassification, write-off of buildings	(185)	-
Acquisition (write-off) of the revalued part of buildings	(1,459)	-
Effect of exchange rate to revalued amount	(401)	-
Effect of exchange rate to acquisition cost	(51)	-
Depreciation of acquisition cost of buildings	(83)	(54)
Depreciation of the revalued part of buildings	(152)	(67)
Carrying amount of revalued amount of buildings as at 31 December 2022:	2,760	2,421
Carrying amount of acquisition cost of buildings as at 31 December 2022:	1,614	1,438
Carrying amount of the building as at 31 December 2022:	4,374	3,859
Acquisition, reclassification, write-off of buildings	-	-
Acquisition (write-off) of the revalued part of buildings	605	436
Effect of exchange rate to revalued amount	4	-
Effect of exchange rate to acquisition cost	-	-
Depreciation of acquisition cost of buildings	(82)	(62)
Depreciation of the revalued part of buildings	(74)	(70)
Carrying amount of revalued amount of buildings as at 31 December 2023:	3,295	2,787
Carrying amount of acquisition cost of buildings as at 31 December 2023:	1,532	1,376
Carrying amount of the building as at 31 December 2023:	4,827	4,163

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

8. Investment Property

	Group	Company
Acquisition cost:
Balance at 31 December 2021	227	227
Acquisition	-	-
Balance at 31 December 2022	227	227
Acquisition	-	-
Balance at 31 December 2023	227	227
Accumulated depreciation:
Balance at 31 December 2021	64	64
Depreciation for the reporting year	6	6
Balance at 31 December 2022	70	70
Depreciation for the reporting year	6	6
Balance at 31 December 2023	76	76
Carrying amount at 31 December 2021	163	163
Carrying amount at 31 December 2022	157	157
Carrying amount at 31 December 2023	151	151

Rental income and related costs have been disclosed in Note 22.

Investment property of the Company and the Group is comprised of buildings rented to a third party.

The fair value of the assets was determined using the discounted cash flow method. This means that valuations performed by the

appraiser are based on active market prices for comparable properties adjusted for difference in the nature, location or condition of

the specific property. At the time of the valuation (November 2023), the fair value of the property is based on appraisals carried out

by accredited independent appraisers, Centro Kubas UAB (Lithuania).

In 2023 and 2022, the management of the Company and the Group, with an assistance of independent valuers engaged to review

the property market, did not identify any indication that the carrying amounts of the properties may be materially different from their

fair values.

The Group’s and the Company’s investment property fair value was estimated based on the level 3 of fair value hierarchy (Note 3.3).

		Group			Company
	2023		2022	2023	2022
	31 December		31 December	31 December	31 December
Book value of investment property		151	157	151	157
Fair value of investment property		227	227	227	227

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

8. Investment Property (continued)

Future rental income of investment property

		Group	Company
	2023	2022	2023	2022
Within 1 year	24	16	24	16
After 1 year but not later than 5 years	14	28	14	28
	38	44	38	44

No material contractual commitments to purchase, construct, develop, repair or increase the investment property existed at the year-

end.

9. Investments in subsidiaries

The Company’s investments in subsidiaries were as follows as at 31 December:

	2023	2022
Acquisition cost of investments:
Balance as at 1 January	4,494	3,785
Additions	-	709
Disposals	-	-
Balance as at 31 December	4,494	4,494
Impairment:
Balance as at 1 January	3,004	2,295
Impairment	-	709
Balance as at 31 December	3,004	3,004
Carrying amount of investments in subsidiaries as at 31 December	1,490	1,490

As at 27 June 2022, UTENOS TRIKOTAŽAS AB acquired a 20% shareholding in UAB Aboutwear. As at 31 December 2023 and

2022, UTENOS TRIKOTAŽAS AB held 100% of the shares in this subsidiary.

In 2022, the Company increased the share capital of UAB Aboutwear by covering part of the loss of UAB Aboutwear and by offsetting

it against the Company's receivables from UAB Aboutwear. As at 31 December 2022, an impairment loss has been recognised for

the total amount of the investment.

As at 31 December 2023 and 2022, a 100% impairment was accounted for the investment in PAT MTF Mrija. More detailed

information is presented in Note 4.

As at 31 December 2023 and 2022, the investment in Šatrija AB amounts to EUR 1,490 thousand.

10. Inventories

		Group		Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Raw materials	2,048	2,993	1,713	2,640
Work-in-progress	1,347	1,596	1,345	1,594
Finished goods	713	1,386	684	1,367
Goods for re-sale	3	6	-	3
	4,111	5,981	3,742	5,604
Write-down to net realisable value:
Opening balance	(1,635)	(1,893)	(1,312)	(1,570)
Change	25	258	14	258
Closing balance	(1,610)	(1,635)	(1,298)	(1,312)
	2,501	4,346	2,444	4,292

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

10. Inventories (continued)

Taking into account the changed circumstances of the realisation of inventories in 2023, the principles of write-down of inventories to

net realisable value were revised and a reversal of the revaluation was formed - the total reversal amount of the allowance formed

during 2023 amounted to EUR 25 thousand in the Company and the Group.

The acquisition cost of the Group’s and the Company’s inventories accounted for at net realisable value as at 31 December 2023

amounted to EUR 2,118 thousand and EUR 1,805 thousand, respectively (as at 31 December 2022: EUR 1,965 thousand and EUR

1,627 thousand, respectively). Changes in impairment allowance for inventories during 2023 and 2022 were recorded within the

Group’s and the Company’s general and administrative expenses (Note 21).

The Group and the Company do not account for third-party inventories received for processing and which are stored in the Group’s

and the Company’s warehouse premises in the statement of financial position. As at 31 December 2023, the Group and the Company

did not have such inventories (as at 31 December 2022: EUR 1,428 thousand and EUR 14 thousand).

As at 31 December 2023 and 31 December 2022, all inventories have been pledged to the Company's and the Group's bank (Note

16).

11. Trade receivables, contract assets

	Group			Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Trade receivables, gross	1,411	2,075	1,314	1,675
Impairment:
Opening balance	(78)	(85)	(52)	(59)
New accrual during the year	-	-	-	-
Written-off	52	7	52	7
Closing balance	(26)	(78)	-	(52)
	1,385	1,997	1,314	1,623

Changes in allowance for doubtful trade receivables during 2023 and 2022 were recorded within the Group’s and the Company’s

general and administrative expenses (Note 21).

The ageing analysis for trade receivables is disclosed in Note 3.1.

As at 31 December 2023, the contract assets of the Company and the Group consisted of accrued income of EUR 1,344 thousand

and EUR 1,187 thousand, respectively, which mainly reflects the earned revenue from sewing services under contract for which

invoices had not yet been issued at the end of the year and for which certain performance commitments (e.g. order not fully completed)

had not yet been made.

As at 31 December 2022, the contract assets of the Company and the Group consisted of accrued income of EUR 1,900 thousand

and EUR 1,801 thousand respectively, which mainly reflects the earned revenue from contract sewing services for which invoices

had not yet been issued at the end of the year and for which certain performance commitments (e.g. order not fully completed) had

not yet been made.

As at 31 December 2023 and 2022, the Group and the Company did not have other receivable amounts past due.

As at 31 December 2023, the Group and the Company had received advances from customers in the amount of EUR 506 thousand

and EUR 204 thousand, respectively (as at 31 December 2022: EUR 827 thousand and EUR 820 thousand, respectively). The

advances received are reflected as contractual liabilities in the statement of financial position.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

12. Other current assets

	Group			Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Other current assets
Taxes receivable and other receivables, except for prepaid	26	54	9	25
income tax
Prepaid income tax	-	79	-	79
Prepayments	22	119	27	116
Deferred expenses	81	63	70	60
Total other current assets	129	315	106	280

13. Cash and cash equivalents

	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Cash on hand	5	4	5	4
Cash at banks	1,103	381	305	25
	1,108	385	310	29

As at 31 December 2023 and 2022, there was no restriction on the use of cash.

14. Share capital

As at 31 December 2023 and 2022, the share capital comprised of 9,503,000 ordinary registered shares with the nominal value of

EUR 0.29 each.

As at 31 December 2023 and 2022, all shares were fully paid.

The subsidiaries did not hold any shares of the Company as at 31 December 2023 and 2022. The Company and the Group did not

hold any treasury shares as at 31 December 2023 and 2022.

15. Other reserves

Legal reserve

A legal reserve is a compulsory reserve under the Lithuanian legislation. Annual transfers of not less than 5% of distributable profit of

the Company calculated under the Lithuanian Republic Law on Companies, are compulsory until the reserve reaches 10% of the

share capital. As at 31 December 2023 and 2022, the legal reserve was fully formed. The legal reserve cannot be distributed as

dividends but can be used to cover the accumulated losses.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

15. Other reserves (continued)

Revaluation reserve

Revaluation reserve reflects the result of the revaluation (net of deferred tax) of the property, plant and equipment.

	Group	Company
The carrying amount of revaluation reserve of buildings as at 31 December 2021:	3,946	2,129
Depreciation of revaluation of buildings	(121)	(58)
Impairment of revaluation of buildings	(1,203)	-
Deferred tax asset	(261)	-
Carrying amount of the revaluation reserve of buildings as at 31 December 2022	2,361	2,071
Gain on revaluation of buildings	405	437
Deferred tax asset	(61)	(66)
Depreciation of revaluation of buildings	(75)	(60)
Carrying amount of the revaluation reserve of buildings as at 31 December 2023	2,630	2,382

Reserve for acquisition of treasury shares

According to the decision of the shareholders of Šatrija AB in 2019, the reserve for acquisition of treasury shares amounted to

EUR 100 thousand (including the attributed non-controlling interest).

In 2019, based on the decision of the shareholders of UTENOS TRIKOTAŽAS AB, a reserve of EUR 1,000 thousand was formed

for acquisition of treasury shares.

Share-based payment reserve

As at 31 December 2023, the Group and the Company have recorded expenses of EUR 25 thousand related to share options

for employees participating in the incentive.

Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising on consolidation of financial statements of

foreign subsidiaries (Note 2.13).

As at 31 December 2023, the effect of foreign currency translation on consolidated financial statements amounted to EUR 12

thousand, including also the non-controlling interest (as at 31 December 2022: EUR (30) thousand).

16. Borrowings

	Group			Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Current
Current portion of non-current bank	1,363	637	1,363	637
borrowings
Other current borrowings	1,621	320	1,621	320
Non-current
Borrowings and interest received from subsidiaries	-	-	647	600
Borrowings and interest received from related entities	591	532	591	532
Non-current borrowings	2,852	4,162	2,852	4,162
Total borrowings	6,427	5,651	7,074	6,251

The Company's borrowings from subsidiaries consist of a loan of EUR 600 thousand granted by its subsidiary Šatrija, AB, maturing

on 31 December 2027 with a variable interest rate of 12-month EURIBOR +2.2%.

On 18 December 2020, the Company entered into the loan agreement with SBA Grupė UAB for EUR 532 thousand. The loan is

subject to annual interest rate of 6-month EURIBOR+2.2%. The loan matures on 31 December 2027.

On 27 December 2021, a bond subscription agreement and a loan agreement were concluded with manages the Business Assistance

Fund, which provide that the Fund signs and acquires whereas the Company issues ordinary registered bonds of nominal value of

up to EUR 2,300 thousand, and the Fund grants the Company a loan of up to EUR 500 thousand. The redemption date of the bonds

and the repayment deadline of the loan – 15 December 2027. The liabilities are subject to an annual interest rate which is calculated

at intervals of 12 (twelve) months - 7%.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

16. Borrowings (continued)

For each other 12 (twelve) months the interest rate is increased by 0.1 (one tenth) percentage point annually. Under the agreements,

liabilities are guaranteed by pledges of current and non-current assets and by sureties of the subsidiaries Šatrija AB and Aboutwear

UAB.

On 28 April 2023, a supplementary agreement was signed with KŪB Pagalbos verslui fondas, under which the annual interest rate

was increased from 7% to 8%.

As at 31 December 2023 and 2022, the balance of the issued bonds amounted to EUR 2,300 thousand, and the loan balance

amounted to EUR 500 thousand.

As of 31 December 2023 and 2022, the bank borrowings were secured by pledged property, plant and equipment and inventories

(Notes 7 and 10).

In November 2023, an additional pledge was made to KŪB Pagalbos verslui fondas for the rights to lease part of the state land

plot to UTENOS TRIKOTAŽAS AB. In December 2023, the Company signed an agreement with the Lithuanian branch of the OP

Corporate bank plc to defer the repayments of the loan until 30 June 2024 and to change the payment schedule.

On 28 March 2019, the Company signed a long-term loan agreement and an overdraft agreement with the Lithuanian branch of OP

Corporate bank plc. As at 31 December 2022, the amount of the long-term loan is EUR 1,747 thousand. The repayment deadline is

31 August 2024.

During the year ended 31 December 2023, UTENOS TRIKOTAŽAS AB did not fulfil part of the contractual obligations under the

credit agreement with OP Corporate bank and received confirmations from the bank before the end of the financial year that no

sanctions would be taken for non-fulfilment of the contractual terms. The company did not meet two indicators: the borrowing base

indicator and the Net debt/EBITDA ratio.

On 28 December 2021, an extension of the overdraft agreement for a limit of EUR 2,000 thousand was signed until 30 April 2024. As

at 31 December 2023, the portion used under the overdraft agreement by UTENOS TRIKOTAŽAS AB amounts to EUR 1,621

thousand.

Borrowings were received in the following currencies:

		Group		Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
EUR	6,427	5,651	7,074	6,251

The weighted average interest rates (%) were as follows:

	Group			Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Non-current borrowings from subsidiaries	-	-	5.78		5.49
KŪB Paramos verslui fondas	8.7	7.1	8.7		7.1
Non-current loan from related entities	6.10	4.77	6.10		4.77
Current bank borrowings	6.81	4.63	6.81		4.63
Non-current bank borrowings	6.34	4.23	6.34		4.23

The exposure of the borrowings to interest rate changes and the contractual re-pricing dates at the statements of financial position

dates are as follows:

Interest changes

	Group			Company
	2023	2022	2023	2022
	31 December	31 December	31 December	31 December
Every 3 months	3,036	2,319	3,036	2,319
Every 6 months	591	532	591	532
Every 12 months	2,800	2,800	3,447	3,400
	6,427	5,651	7,074	6,251

The interest rate of the loans was based on the market rate of interest and, in the assessment of management, the carrying amount

of the loans was consistent with their fair value.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

17. Leases

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

Company

				Other property,
				plant and
	Premises	Land	Vehicles	equipment	In total
31 December 2021	97	24	111	6	238
Additions	100	-	52	-	152
Reversal of impairment	85	-	-	-	85
Write-offs and disposals	(79)	-	-	-	(79)
Depreciation expense	(126)	(3)	(38)	(2)	(169)
31 December 2022	77	21	125	4	227
Additions	5	-	4	-	9
Write-offs and disposals	7	(1)	(3)	(3)	-
Depreciation expense	(40)	(3)	(45)	(1)	(89)
31 December 2023	49	17	81	-	147

Group

				Other property,
				plant and
	Premises	Land	Vehicles	equipment	In total
31 December 2021	97	333	142	6	578
Additions	100	526	83	-	709
Write-offs and disposals	(79)	-	-	(1)	(80)
Depreciation expense	(126)	(97)	(45)	(2)	(270)
Impairment and reversal	85	(512)	-	-	(427)
Effect of exchange rate	-	(155)	-	-	(155)
fluctuations
31 December 2022	77	95	180	3	355
Additions	5	0	4	-	9
Write-offs and disposals	7	16	(19)	(2)	2
Depreciation expense	(40)	(4)	(54)	(1)	(99)
31 December 2023	49	107	111	-	267

Set out below are the carrying amounts of lease liabilities and their dynamics during the period:

	Company	Group
1 January 2023	241	893
Additions	9	9
Increase in interest	3	6
Payments	(89)	(100)
Write-offs and disposals	(18)	(18)
Effect of exchange rate fluctuations	-	(112)
31 December 2023	146	678
Current	78	165
Non-current	68	513
The maturity analysis of lease liabilities is disclosed in Note 3.1.
The following amounts are recognised in profit or loss:	Company	Group
Depreciation expense of right-of-use assets	76	85
Interest expense on lease liabilities	3	6
Costs relating to short-term leases	-	-
Costs relating to leases of low-value assets	-	-
Discounts received	-	-
Variable lease payments (included in cost of sales)	2	2
Total amount recognised in profit or loss	81	93

In 2023, the Company and the Group had total cash outflows for leases of EUR 89 thousand and EUR 100 thousand, respectively.

The Group has lease contracts for premises that contains variable payments based on sales turnover. The following provides

information on the Company’s variable lease payments in 2023, including the magnitude in relation to fixed payments:

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

17. Leases (continued)

2023

	Fixed	Variable	In total
	payments	payments
	EUR	EUR	EUR
	thousand	thousand	thousand
Variable rent with minimum payment	40	2	42
	40	2	42

The Company and the Group do not have any contracts that include extension and termination options for which the extension

options are expected not to be exercised or termination options are expected to be exercised.

The Company and the Group are lessors

The Company and the Group have entered into operating leases on its investment property portfolio consisting of certain office and

manufacturing buildings (refer to Note 8). These leases have terms of between 1 to 5 years. All leases include a clause to enable

upward revision of the rental charge on an annual basis according to prevailing market conditions. The lessee is also required to

provide a residual value guarantee on the properties.

Rental income recognised by the Group during the year amounts to EUR 38 thousand (in 2022: EUR 44 thousand).

Future minimum rentals receivable under non-cancellable operating leases as at 31 December were as follows:

	2023	2022
	EUR thousand	EUR thousand
Within one year	24	16
After 1 year but not later than 5 years	14	28
After five years	-	-
	38	44

18. Provisions for Employee Benefits

	Group	Company
Balance as at 31 December 2021	451	327
Benefits earned	(32)	(5)
Interest expense	-	-
Actuarial (gain) loss	(64)	(64)
Reversal due to terminated job contracts	(43)	(43)
Balance as at 31 December 2022	312	215
Benefits earned	74	38
Interest expense	5	5
Actuarial (gain) loss	(25)	(25)
Reversal due to cancelled job contracts	(48)	(48)
Balance as at 31 December 2023	318	185
	Group	Company
Non-current provisions for employee benefits as at 31 December 2023	242	136
Current provisions for employee benefits as at 31 December 2023	76	49
Non-current provisions for employee benefits as at 31 December 2022	231	157
Current provisions for employee benefits as at 31 December 2022	81	58

Provisions for pension and jubilee benefits represent amounts calculated according to the collective agreements, which are in

force in the Group and the Company. In the Company and its subsidiary AB Šatrija, each employee is entitled to receive

anniversary payments and, on leaving at retirement age, a payment of 2 months' salary. Provisions have been calculated using

a discount rate of 3.71% and a staff turnover rate of 13.70% for 2023 (discount rate of 4.16% and staff turnover rate of 12.04%

for 2022).

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

18. Provisions for Employee Benefits (continued)

The table below discloses the sensitivity of the Group’s and the Company’s provisions to possible changes in key

assumptions, with all other variables held constant.

19. Accrued Expenses and Other Current Liabilities

		Group		Company
	As at 31	As at 31	As at 31	As at 31
	December 2023	December 2022	December 2023	December 2022
Accrued vacation reserve	1,016	1,088	711	810
Salaries and social security	457	653	345	549
Loan granted by SoDra	93	15	93	15
Accounts payables for services and non-current assets	401	423	401	422
Taxes (excl. income tax)	205	258	171	224
Provisions for accrued bonuses	36	122	-	50
Provisions for employee benefits	76	81	49	58
Tax loan granted by State Tax
Authorities	39	52	39	52
Other liabilities	223	230	14	16
	2,546	2,922	1,823	2,196

In November 2022, a decision of the SODRA Board was taken in respect of EUR 371 thousand deferral of the arrears of social

insurance contributions with interest, the amount of which shall be determined by order of the Minister of Finance. The repayment

of the contributions is due in October 2027. . As at 31 December 2023, the current part of the liability amounts to EUR 93 thousand.

In November 2022, a tax loan agreement was signed with the State Tax Authorities. The total amount of the tax loan was EUR

99 thousand bearing interest at a rate determined by order of the Minister of Finance. The loan matures in September 2024. As

at 31 December 2023, the balance of the loan amounted to EUR 39 thousand.

			31 December 2023
		Group		Company
				Positive	Negative
	Change in	Positive changes in	Negative changes	changes in	changes in
	assumption	assumption	in assumption	assumption	assumption
				Decreased by	Increased by
Discount rate	0.50%	Decreased by 2.30%	Increased by 2.42%	1.96%	2.01%
			Decreased by	Increased by	Decreased by
Salary growth rate	0.50%	Increased by 2.43%	2.33%	2.01%	1.95%

			31 December 2022
		Group		Company
			Negative	Positive	Negative
	Change in	Positive changes	changes in	changes in	changes in
	assumption	in assumption	assumption	assumption	assumption
		Decreased by	Increased by	Decreased by	Increased by
Discount rate	0.50%	2.35%	2.45%	2.18%	2.26%
		Increased by	Decreased by		Decreased by
Salary growth rate	0.50%	2.47%	2.38%	Increased by 2.27%	2.21%

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

20. Cost of Sales

	Group		Company
	2023	2022	2023	2022
Materials used in production	(7,000)	(11,185)	(6,845)	(11,089)
Salaries and social security	(9,526)	(11,105)	(7,244)	(8,741)
Depreciation and amortisation (Notes
6, 7, 8 and 17)	(450)	(523)	(369)	(340)
Cost of materials sold	(385)	(1,279)	(313)	(1,212)
Other additional expenses*	(3,064)	(6,587)	(3,439)	(7,221)
	(20,425)	(30,679)	(18,210)	(28,603)

*The amount reflects subsidies received. Under the European Commission's Interim War Communication, the company (AB UTENOS

TRIKOTAŽAS) was included in the list of sectors severely affected in 2022 and received subsidies as a company severely affected

by the energy crisis. The subsidies are accounted for as energy cost reductions (the total amount of the subsidies received in 2022

amounted to EUR 371 thousand). The impact of the subsidies has been accounted for under cost of sales through a reduction in

other ancillary expenses.

21. Selling, General and Administrative Expenses

	Group		Company
	2023	2022	2023	2022
Selling expenses
Salaries and social security	(639)	(859)	(583)	(755)
Advertising and marketing costs	(188)	(302)	(188)	(237)
Agency costs	(227)	(338)	(227)	(323)
Business trip costs	(196)	(376)	(194)	(360)
Maintenance costs of retail outlets	(18)	(65)	(18)	(65)
Depreciation and amortisation (Notes	(46)	(196)	(46)	(196)
6, 7, 8 and 17)
Other selling expenses	(185)	(86)	(183)	(78)
Total selling expenses	(1,499)	(2,222)	(1,439)	(2,014)
General and administrative
expenses
Salaries and social security	(976)	(1,164)	(639)	(834)
Communication and consulting	(549)	(508)	(477)	(377)
services*
Taxes (other than income tax)	(170)	(93)	(68)	(76)
Depreciation and amortisation	(153)	(232)	(140)	(120)
Security services	(176)	(151)	(93)	(78)
Car operating expenses	(78)	(73)	(67)	(57)
Fees to financial institutions	(54)	(79)	(51)	(71)
Operating expenses of premises	(49)	(54)	(45)	(51)
Business trip costs	(23)	(4)	(3)	(2)
Representation expenses	(33)	(26)	(32)	(26)
Allowance (reversal) and write-off of trade receivables	6	3	(32)	(729)
Allowance (reversal) and write-off of inventories	(51)	235	(59)	236
Other	(350)	(1,055)	(210)	(150)
	(2,656)	(3,201)	(1,916)	(2,335)
	(4,155)	(5,423)	(3,355)	(4,349)

* The amount of other non-audit services performed by independent auditors in 2023 is EUR 4.1 thousand (SA8000-Surveillance

audit). An amount of EUR 4.1 thousand was paid in 2022.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

22. Other Income and Expenses

	Group		Company
	2023	2022	2023	2022
Gain on disposal of non-current assets	9	11	9	11
Rental income	28	25	22	27
Other operating income	117	157	12	35
Other income	154	193	43	73
Loss from disposal of non-current assets	(1)	(66)	(1)	(66)
Expenses related to leased assets	(17)	(16)	(13)	(10)
Depreciation of leased assets	(7)	(9)	(6)	(9)
Other expenses	(25)	(91)	(20)	(85)

23. Finance Expenses, net

	Group		Company
	2023	2022	2023	2022
Gain on foreign exchange	99	-	1	13
Interest income	3	-	60	70
Other finance income	6	5	6	5
Income from financing activities	108	5	67	88
Interest expense*	(466)	(308)	(497)	(304)
Loss on foreign exchange	-	(109)	-	-
Impairment of loans and interest of loans	-	-	(60)	(1,145)
Impairment of investments in subsidiary	-	-	-	(10)
Other finance expenses	-	-	-	-
Finance costs	(466)	(417)	(557)	(1,459)

*Interest is calculated on the loans measured at amortised cost.

24. Income Tax

Income tax expenses comprise the following:

		Group	Company
	2023	2022	2023	2022
Current income tax	-	-	-	-
Change of deferred income tax	14	(17)	12	(34)
Income tax (expenses) recognised in the statement of comprehensive income	14	(17)	12	(34)

Reconciliation of the reported amount of income tax expenses for the year to the amount of income tax that would be calculated

applying the statutory income tax rate on profit before tax:

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

24 Income Tax (continued)

			Group				Company
			Effective	Effective			Effective	Effective
			tax rate	tax rate			tax rate	tax rate
	2023	2022	2023 (%)	2022 (%)	2023	2022	2023 (%)	2022 (%)
Profit (loss) before tax	(2,568)	(1,903)	-	-	(2,507)	(2,702)	-	-
Income tax (expense), applying 15% rate	385	285	(15.0)	(15.0)	376	405	(15.0)	(15.0)
Effect of different tax rates	10	41	(0.4)	(2.2)	-	-	-	-
for a subsidiary in Ukraine
Used tax losses carried
forward for which deferred	241	217	(9.4)	(11.4)	-	-	-	-
tax assets was not recognised
Impact of permanent	(622)	(560)	24.2	29.4	(364)	(439)	14.5	16.2
differences
Income tax (expenses)
recognised in the statement of comprehensive income	14	(17)	0.6	0.9	12	(34)	0.48	1.2

In 2023, deferred income tax asset and liability related to the entities operating in Lithuania were estimated using a tax rate of 15%

(in 2022: 15%). Deferred income tax asset and liability relating to entity operating in Ukraine were estimated using a tax rate of 18%

(in 2022: 18%).

The movement in the Group’s and the Company’s deferred tax assets and deferred tax liabilities accounts (prior to and after offsetting

the balances) during the period was as follows:

Group

			Recognised
	31	Recognised	in other	31
	December	in profit or	comprehensi	December
	2022	loss	ve income	2023
Deferred tax asset
Tax loss carry forward	-	-	-	-
Inventories	-	-	-	-
Amounts receivable	-	-	-	-
Impairment of property, plant and equipment	-	-	-	-
Provisions for employee benefits	-	-	-	-
Accrued expenses	-	-	-	-
Deferred tax asset before valuation allowance	-	-	-	-
Less: valuation allowance	-	-	-	-
Less: deferred tax asset netted with deferred tax liability	-	-	-	-
	-	-	-	-
Deferred tax asset, net
Deferred tax liabilities
Depreciation of property, plant and equipment	(79)	1	(59)	(137)
Revaluation of property, plant and equipment	(694)	13	-	(681)
Deferred tax liabilities	(773)	14	(59)	(818)
Less: deferred tax liability netted with deferred tax asset	256	-	-	256
Deferred tax liabilities, net	(517)	14	(59)	(562)
Deferred income tax, net	(517)	14	(59)	(562)

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

24. Income Tax (continued)

Income Tax (continued)

Group

			Recognised
	31	Recognised	in other	31
	December	in profit or	comprehensi	December
	2021	loss	ve income	2022
Deferred tax asset
Tax loss carry forward	-	-	-	-
Inventories	-	-	-	-
Amounts receivable	-	-	-	-
Impairment of property, plant and equipment	-	-	-	-
Provisions for employee benefits	-	-	-	-
Accrued expenses	-	-	-	-
Deferred tax asset before valuation allowance	-	-	-	-
Less: valuation allowance	-	-	-	-
Less: deferred tax asset netted with deferred tax liability	-	-	-	-
Deferred tax asset, net	-	-	-	-
Deferred tax liabilities
Depreciation of property, plant and equipment	(104)	(44)	69	(79)
Revaluation of property, plant and equipment	(721)	27	-	(694)
Deferred tax liabilities	(825)	(17)	69	(773)
Less: deferred tax liability netted with deferred tax asset	-	-	256	256
Deferred tax liabilities, net	(825)	(17)	325	(517)
Deferred income tax, net	(825)	(17)	325	(517)

Company

			Recognised in
	31		other	31
	December	Recognised in	comprehensive	December
	2022	profit or loss	income	2023
Deferred tax asset
Tax loss carry forward	-	-	-	-
Inventories	-	-	-	-
Allowance for amounts receivable	-	-	-	-
Impairment of property, plant and equipment and investment property	-	-	-	-
Provisions for employee benefits	-	-	-	-
Accrued expenses	-	-	-	-
Deferred tax assets before valuation allowance	-	-	-	-
Less: valuation allowance	-	-	-	-
Less: deferred tax assets netted with deferred tax
liability*	-	-	-	-
Deferred tax asset, net	-	-	-	-
Deferred tax liabilities
Depreciation of property, plant and equipment	(97)	1	(66)	(162)
Revaluation of property, plant and equipment	(363)	11	-	(352)
Deferred tax liability	(460)	12	(66)	(514)
Less: deferred tax liability netted with deferred tax	-	-	-	-
asset*
Deferred tax liabilities, net	(460)	12	(66)	(514)
Deferred income tax, net	(460)	12	(66)	(514)

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

24. Income Tax (continued)

*Deferred income tax asset and liabilities are netted as much as they are related to the tax institution and with the condition that tax

institution does not perform such coverings.

As at 31 December 2023, UTENOS TRIKOTAŽAS AB had EUR 4,298 thousand for tax loss carry forward, for which no deferred

income tax asset was recognised due to uncertainties related to its realisation. Tax losses of EUR 645 thousand can be carried

forward for an unlimited period of time.

As at 31 December 2023, the subsidiary PAT MTF Mrija had tax losses for carry forward amounting to EUR 1,606 thousand (as at

31 December 2022: EUR 1,444 thousand), for which it did not recognise deferred tax assets due to uncertainties related to their

realisation. These tax losses may be carried forward for an unlimited period of time.

25. Earnings per Share

Profit per share reflect the Group’s net profit, divided by the number of shares. The Company has no dilutive instruments, therefore

basic and dilutive earnings per share are equal. Calculation of the profit per share is presented below:

Group

	2023	2022
Profit (loss) attributable to the equity	(2,539)	(1,916)
holders of the Group
Weighted average number of shares	9,503	9,503
in issue (thousand)
Earnings per share / notional profit (in EUR)	(0.21)	(0.20)

Company

			Recognised in
			other
	31 December	Recognised in	comprehensive	31 December
	2021	profit or loss	income	2022
Deferred tax asset
Tax loss carry forward	-	-	-	-
Inventories	-	-	-	-
Allowance for amounts receivable	-	-	-	-
Impairment of property, plant and equipment and investment property	-	-	-	-
Provisions for employee benefits	-	-	-	-
Accrued expenses	-	-	-	-
Deferred tax assets before valuation
allowance
Less: valuation allowance	-	-	-	-
Less: deferred tax assets netted with deferred tax liability*	-	-	-	-
Deferred tax asset, net	-	-	-	-
Deferred tax liabilities
Depreciation of property, plant and equipment	(52)	(45)	-	(97)
Revaluation of property, plant and equipment	(373)	10	-	(363)
Deferred tax liability	(425)	(35)	-	(460)
Less: deferred tax liability netted with deferred	-	-	-	-
tax asset*
Deferred tax liabilities, net	(425)	(35)	-	(460)
Deferred income tax, net	(425)	(35)	-	(460)

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

26. Related Party Transactions

The parties are considered related when one party has the possibility to control the other one or have significant influence over the

other party in making financial and operating decisions. The related parties of the Group are as follows:

Related party Description of relation

A. Martinkevičius Ultimate controlling individual

SBA Grupė UAB Ultimate parent company, exercising control through majority of Board members

SBA Group companies Koncernas SBA UAB subsidiaries

Company’s management Directors, Board members and their family members

Besides related parties of the Group, subsidiaries of the Company are treated as related parties of the Company.

In the normal course of business, the Company and the Group enter into transactions with their related parties. These transactions

are priced predominantly at market rates. Judgement is applied in determining if transactions are priced at market or non-market

rates, where there is no active market for such transactions. The basis for valuation is the pricing of similar transactions with related

parties, if such information is available to the Company and the Group .

As at 31 December 2022 and 2022, the management of the Group and the Company held 0.002 per cent of the shares of PAT MTF

Mrija.

Information on less than 100% owned subsidiaries

Further is the financial information on subsidiaries, in which a non-controlling interest is held.

Equity interest attributable to non-controlling interests:

	Country of incorporation and	2023	2022
operation
Šatrija AB	Lithuania	10.22%	10.22%
PAT MTF Mrija	Ukraine	1.05%	1.05%
Accumulated balances of non-controlling interest:		31/12/2023	31/12/2022
Šatrija AB		179	177
	PAT MTF Mrija	12	11

Summary of statement of comprehensive income for 2023:

	Gotija UAB	Aboutwear		Šatrija AB	PAT MTF Mrija
		UAB
Revenue	-			2,608	590
Cost of sales	-			(2,311)	(481)
Administrative expenses	-			(610)	(213)
Other operating income (expenses)	-			103	3
Finance income (expenses)	-			32	(230)
Profit before tax	-			(178)	(331)
Income tax	-			3	-
Profit from continued operations for the year	-			(175)	(331)
Total comprehensive income	-			(175)	(331)
Attributable to non-controlling interest	-		-	(15)	-

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

26. Related Party Transactions (continued)

Summary of statement of comprehensive income for 2022:

Summary of statement of financial position as at 31 December 2023:

	Gotija UAB	Aboutwear UAB	Šatrija AB	PAT MTF Mrija
Inventories, cash on hand and cash at bank	60	6	1,036	72
(current assets)
Property, plant and equipment and other non- current financial assets (non-current assets)	-	-	1,969	-
Trade and other payables (current)	-	(8)	(1,032)	(1,803)
Interest-bearing loans and borrowings and deferred	-	-	(219)	(1,330)
tax liabilities (non-current)
Total equity	60	(2)	1754	(3,061)
Attributable to:
Parent company	60	(2)	1,575	(3,073)
Non-controlling interests	-	-	179	12

Summary of statement of financial position as at 31 December 2022:

	Gotija UAB	Aboutwear UAB	Šatrija AB	PAT MTF Mrija
Inventories, cash on hand and cash at bank	60	15	829	73
(current assets)
Property, plant and equipment and other non- current financial assets (non-current assets)	-	-	1,746	-
Trade and other payables (current)	-	(1)	(720)	(1,702)
Interest-bearing loans and borrowings and deferred
tax liabilities (non-current)	-	-	(130)	(1,075)
Total equity	60	14	1725	(2,704)
Attributable to:
Parent company	60	14	1,548	(2,715)
Non-controlling interests	-	-	177	11

* Upon application of changes in IAS 27 Consolidated and Separate Financial Statements on 1 January 2010, the Group

retrospectively started to attribute losses to a non-controlling interest even if this resulted in non-controlling interest having a deficit

balance.

	Gotija UAB	Aboutwear	Šatrija AB	PAT MTF
		UAB		Mrija
Revenue	-	209	2,735	850
Cost of sales	-	(100)	(2,224)	(713)
Administrative expenses	-	(292)	(524)	(968)
Other operating income (expenses)	-	20	96	1
Finance income (expenses)	-	(10)	11	(546)
Profit before tax	-	(173)	94	(1,376)
Income Tax	-	-	2	15
Profit from continued operations for the year	-	(173)	96	(1,361)
Total comprehensive income	-	(173)	96	(1,361)
Attributable to non-controlling interest	-	-	10	(14)

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

26. Related Party Transactions (continued)

Related party transactions are disclosed below:

		Group				Company
	2023		2022		2023		2022
Sales of goods and services and other sales
Subsidiaries of the Company	-		-		4		75
SBA Group companies	-		-		-		-
Ultimate parent company	-		-		-		-
	-		-		4		75
		Group				Company
	2023		2022		2023		2022
Interest income
Subsidiaries of the Company		-		-	60		70
		-		-	60		70
		Group				Company
	2023		2022		2023		2022
Interest expense
Subsidiaries of the Company		-		-	33		13
Ultimate parent company		59		13	59		13
		59		13	92		26
		Group				Company
	2023		2022		2023		2022
Purchases of goods and services
Subsidiaries of the Company	-		-		574		889
Ultimate parent company	206		151		185		127
Other related parties	188		183		172		162
	394		334		931		1,178

	Group			Company
	31	31	31	31
	December December		December	December
Amounts receivable, prepayments and loans	2023	2022	2023	2022
Accounts receivable from subsidiaries of the
Company, gross*	-	-	3	21
Impairment	-	-	(3)	(21)
Accounts receivable from subsidiaries of the Company, net	-	-	-	-
Prepayments to subsidiaries	-	-	35	711
Loans granted and interest
receivables from subsidiaries, gross**	-	-	60	1,145
Impairment	-	-	(95)	(1,856)
Prepayments, loans granted and interest receivable from the Company’s subsidiaries, net	-	-	-	-
	-	-	-	-

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

26. Related Party Transactions (continued)

* As at 31 December 2023 and 2022, accounts receivable consisted only of accounts receivable from PAT MTF Mrija.

**As at 31 December 2023 and 2022, the amount stands for the loan (including interest receivables) granted to PAT MTF Mrija

with a fixed annual interest rate of 6%.

As at 31 December 2023, an impairment of EUR 98 thousand (2022: impairment of EUR 1 877 thousand) has been made on

receivables from PAT MTF Mrija and on interest-bearing loans.

Interest rates set for loans granted to related parties by the Company are based on the market interest rates set for similar

borrowings, therefore, the carrying amount of loans granted to related parties is approximately equal to their fair value.

	Group		Company
	31/12/2023	31/12/2022	31/12/2023	31/12/2022
Current and non-current payables
Subsidiaries of the Company:
Borrowings	-	-	600	600
Other payables	-	-	107	75
SBA Group companies:
Other related parties	119	58	119	55
Ultimate parent company	740	649	740	645
	859	707	1,566	1,375

Except for loans and borrowings, payables to or receivables from related parties have no interest. Except for dividends and loans

which are respectively paid out or settled based on the legal or contractual requirements, other balances are settled within 15–30

days.

Balances at the year-end have no collaterals and all transactions are carried out in cash unless otherwise agreed.

As at 31 December 2023, the amount of loan from the subsidiary Šatrija AB amounted to EUR 600 thousand and accounted for in

non-current liabilities.

		Group		Company
Key management remuneration including social security	2023	2022	2023	2022
costs
Remuneration of the management	538	661	294		439
Calculated pension and anniversary benefits to management	15	10	4		4
	553	671	298		443

Management includes managing director, functional directors and chief accountant.

In 2023 and 2022, the management of the Group and the Company did not receive any loans, guarantees, any other payments or

property transfers were not made or accrued. Remuneration to management comprise base salary and related social security costs.

In December 2021, guarantee agreements were signed with OP Corporate Bank, KŪB Pagalbos verslui fondas and the subsidiaries

Aboutwear UAB and Šatrija AB. Under these agreements, guarantors guarantee to the creditors that UTENOS TRIKOTAŽAS AB will

fulfil all of its obligations.

No guarantees were issued on behalf of related parties as at 31 December 2023.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

27. Contingent Liabilities and Commitments

As at 31 December 2022 and 2021, the Company and the Group had no material commitments for acquisition of property, plant and

equipment or intangible assets.

From 2003 to the end of 2022, the State Tax Inspectorate did not perform a full tax assessment of the Company and the Group (a

partial Company’s tax assessment was performed in 2017). In accordance with applicable laws, the State Tax Inspectorate can at

any time assess the Company’s accounting archive and registers within 3-5 years before the reporting taxable period and can

calculate additional taxes and sanctions. Analogically, similar risk exists due to the existence of entity PAT MTF Mrija registered in

Ukraine as the local state tax authority has not yet performed a full tax inspection.

The Group operates on the Ukrainian market through its subsidiary Mrija PAT MTF. For the year ended 31 December 2023, Mrija

PAT MTF generated sales revenue of EUR 590 thousand, of which direct sales to Ukrainian customers amounted to EUR 112

thousand for the year ended 31 December 2023. In February 2022, upon recognition by the Russian Federation of the independence

of the separatist "republics" of Donetsk and Luhansk and the invasion of Ukraine, the military conflict escalated and spread to other

regions of the country. As at the date of these consolidated financial statements, the situation in Ukraine is highly volatile and largely

uncertain, but in the opinion of management, there is no material impact on the Group's operations as the transactions are not

material.

The Company’s management is not aware of any circumstances that would cause the company any additional material tax liabilities.

Going concern

(1) The current assets of the Company and the Group are lower than the current liabilities by EUR 856 thousand and EUR 855

thousand, respectively. In 2023, the Company and the Group incurred losses of EUR 2,495 thousand and EUR 2,539

thousand, respectively. In 2023, the cash flow from ordinary activity of the Company and the Group was positive and

amounted to EUR 678 thousand and EUR 168 thousand, respectively. In the opinion of management, the Company and the

Group will have sufficient resources to continue as a going concern for at least 12 months from the reporting date.

Management has concluded that the scope of possible outcomes, considered in making this judgement, does not give rise

to any material uncertainties related to events or conditions that may cast significant doubt on the Company's ability to

continue as a going concern.

(2) On 4 April 2024, the Company and the Group received a letter of support from the Shareholder stating that the financial

support of up to EUR 800,000 will be provided, when needed, to enable the Company and the Group to continue trading

and to meet its obligations.

28. Subsequent events

There have been no significant subsequent events up to the date of approval of the financial statements that could have a material

effect on the financial statements of the Company and the Group.

UTENOS TRIKOTAŽAS AB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 December 2023

(All amounts are in EUR thousand, unless otherwise stated)

CONFIRMATION OF RESPONSIBLE PERSONS

Pursuant to Article 21 of the Law on Securities of the Republic of Lithuania and the Rules of the Board of the Bank of Lithuania for

the Preparation and Presentation of Periodic and Additional Information, we, Nomeda Kaučikienė, Managing Director, Aurimas Likus,

Finance Director, and Reda Kučinskienė, Chief Accountant of UTENOS TRIKOTAŽAS AB, hereby confirm that, to the best of our

knowledge, the consolidated and the Company’s financial statements as well as the annual management report for 2023 have been

prepared in accordance with IFRS Accounting Standards as adopted by the European Union, and give a true and fair view of UTENOS

TRIKOTAŽAS AB and the consolidated assets, liabilities, financial position, profit or loss and cash flows of the Group.

Managing Director Nomeda Kaučikienė

Finance Director Aurimas Likus

Chief Accountant Reda Kučinskienė

5 April 2024, Utena

UTENOS TRIKOTAŽAS AB

CONSOLIDATED ANNUAL MANAGEMENT REPORT

For the year ended 31 December 2023

1. Reporting Period Covered by the Annual Management Report

The Annual Management Report covers the period from 1 January 2023 to 31 December 2023. All amounts in the Annual

Management Report are presented as at 31 December 2023 or for the year than ended, unless otherwise stated. Further

in this report UTENOS TRIKOTAŽAS AB can be referred to as the Company or the Issuer.

2. Issuer and its contact data

Company name

Legal and organisation form

Date and place of

incorporation

Registration code

Code of the Register of

Legal Entities

Authorised share capital

Address

Name of Register of Legal

Entities

Telephone

Fax

E-mail

Website

Main activities

Auditor

UTENOS TRIKOTAŽAS AB

Legal entity, public company

Registered with the Register of Legal Entities of Utena District on 6 December 1994;

Reregistered with the Ministry of Economy of the Republic of Lithuania on 18 September

1998.

BĮ 98-257

183709468

EUR 2,755,870

J. Basanavičiaus St.122, LT-28214, Utena, Lithuania

Registrų centras VĮ

+370 389 51445

+370 389 69358

utenos.trikotazas@ut.lt

www.ut.lt

Production of knit-wear and textile articles

KPMG Baltics, UAB

3. Nature of the Issuer’s Operations

UTENOS TRIKOTAŽAS AB operates in the field of light industry. The Company’s principal activity is production of knit-

wear and textile articles.

UTENOS TRIKOTAŽAS AB types of activities:

- production of knit-wear and textile articles;

- production of mass-consumption goods which is closely related to principal activities;

- retail and wholesale trade in own production and production of other companies in local and foreign markets;

- rendering of services to natural and legal persons.

Šatrija AB type of activity:

- sewing of clothes;

MTF Mrija PAT type of activity:

- production of knitwear;

- sewing of knitwear;

Gotija UAB type of activity:

- retail trade;

Aboutwear UAB types of activities:

- retail and wholesale trade;

4. The Company and Group entities

The Company and the Group entities do not have branches or representative offices.

5. Agreements with Intermediaries of Securities’ Public Turnover

On 25 September 2005, the Issuer concluded a service agreement with the Department of Safe Custody Services of SEB

Vilniaus Bankas AB, address Gedimino ave. 12, LT-01103 Vilnius. In 2018, the accounting and servicing of the Issuer’s

securities was transferred to Šiaulių bankas AB.

On 25 April 2007, the Issuer concluded an agreement with OMX Exchanges Ltd. on the system of service provision,

disclosure and communication of information.

6. Overview of the Company's Activities

During 12 months of 2023, the group of companies UTENOS TRIKOTAŽAS AB (hereinafter – the Group) realised orders

for products and services at an amount of EUR 22.2 million, showing a decrease by 35.6 per cent, compared to the

previous year when the Group’s sales amounted to EUR 34.5 million. The Group exported 82.2% of its production.

During 12 months of 2023, the company UTENOS TRIKOTAŽAS earned EUR 19.5 million of income. Sales revenue

decreased by EUR 12.1 million or 38.3% compared to the same period in 2022. The Company‘s sales income related to

export accounted for 80.0 per cent.

Compared to the corresponding period of the previous year, sales of on-demand production – the largest segment of the

Group‘s sales – decreased by 39.2 per cent to EUR 17.1 million. Sales of the Company‘s brands - UTENOS and ABOUT-

decreased by 30.6 per cent to EUR 2.5 million, and sales of functional-technical clothing manufacture by the subsidiary

Šatrija increased by 4.7 per cent.

In 2023, the Group incurred a loss before tax of EUR 2,568 thousand, compared to a loss before tax of EUR 1,903

thousand for the same period in 2022.

UTENOS TRIKOTAŽAS AB incurred a loss before tax of EUR 2,507 thousand in the same period, compared to a loss

before tax of EUR 2,702 thousand a year earlier.

The Group's EBITDA is negative - EUR 1,554 thousand. The Company's EBITDA is negative by EUR 1,455 thousand, in

2022 the Company’s EBITDA was negative by EUR 666 EUR.

7. Key performance indicators of the UT Group

UT group sales, profit, price per share for the last 5 years:

2023

2022

2021

2020

2019

Sales (EUR’000)

22,241

34,509

30,443

27,902

30,771

Profit (loss) for the year (EUR’000)

(2,554)

(1,920)

(3,111)

(422)

763

Price per share

0,480

0,630

0,760

0,900

0,940

Trade

Group

Company

Revenue (EUR’000)

2023

2022

Change

2023

2022

Change

months

Products manufactured on

demand of other clients

17,119

28,151

(39.2)

17,119

28,014

(38.9)

Own brands (ABOUT, UTENOS)

2,514

3,623

(30.6)

2,406

3,619

(33.5)

Outsourcing of functional-technical

clothing

2,608

2,735

(4.6)

22,241

34,509

(35.6)

19,525

31,633

(38.3)

Sales (EUR’000)

2023

2022

Change,%

2021

UTENOS TRIKOTAŽAS, AB

19,525

31,633

(38.3)

28,120

Šatrija, AB

2,608

2,735

(4.6)

2,249

MTF Mrija, PAT

590

849

(30.5)

842

Gotija, UAB

Aboutwear, UAB

209

(100)

102

Elimination of intercompany transactions

(482)

(917)

(47.4)

(870)

22,241

34,509

(35.6)

30,443

Sales by regions

In 2023, the Company sold goods and services by total amount of EUR 19.5 million. Trade volume have decreased by

EUR 12.1 million as compared to 2022. The Company exported 80.0% of its production to Western Europe and other

countries, and sold 20.0% of its production in Lithuania.

In 2023, the total sales of goods and services of UTENOS TRIKOTAŽAS AB group (hereinafter “the Group”) amounted

to EUR 22.2 million. The Group exported 82.2% of the production, whereas sales in Lithuania accounted for 17.8% of

total production.

Lithuania

In 2023, the Company sold EUR 3.9 million worth of knitwear products in Lithuania. The sales in Lithuania have decreased

by EUR 2.3 million or 36.8%.

In 2023, the Group’s sales in Lithuania amounted to EUR 4.0 million, which is by EUR 2.6 thousand less than in 2022.

Export

In 2023, the Company exported knitwear at the amount of EUR 15.6 million. Export volumes have decreased by EUR 9.8

million or 38.6%, compared to 2022. Western European retail chains remained the Company’s major customers.

In 2023, the Group‘s exports to Western Europe and other regions amounted to EUR 18.3 million, which is a decrease by

EUR 9.7 million, compared to 2022.

Trade by regions is disclosed in Note 5 of the financial statements.

Operating indicators

Group

Company*

2023

2022

2021

2023

2022

2021

Manufactured items, units’000

1,486

2,347

2,578

1,357

2,265

2,492

Average number of employees (FTE)

762

917

1,022

517

658

715

* The production of UTENOS TRIKOTAŽAS AB is shown in conjunction with the subsidiary’s production according to the

Company’s orders.

Production

In 2023, the Company produced 882 million units of knit-wear products. The Company‘s subcontractors (including

subcontractors in Ukraine) produced 475 thousand units of knit-wear items or 33.60 per cent of the total production

volume. In 2023, Šatrija AB produced 75 thousand units of sewn products. In 2023, MTF Mrija PAT produced 457

thousand units of sewn products.

Production (units’000)

2023

2022

Change,%

UTENOS TRIKOTAŽAS, AB

954

1,638

(41.8)

Šatrija, AB

(3.8)

PAT MTF Mrija

457

631

(27.6)

Gotija, UAB

Aboutwear, UAB

1.486

2.347

(36.7)

Financial indicators

Group

Company

2023

2022

2021

2023

2022

2021

Revenue (EUR’000)

22,241

34,509

30,443

19,525

31,633

28,121

Operating profit (loss) (EUR’000)

(2,210)

(1,491)

(2,828)

(2,017)

(1,331)

(1,966)

Operating profit (loss) margin (per cent)

(9.9)

(4.3)

(9.3)

(10.3)

(4.2)

(7.0)

EBITDA *

(1,554)

(531)

(1,919)

(1,455)

(666)

(1,310)

EBITDA margin (%)

(7.0)

(1.5)

(6.3)

(7.5)

(2.1)

(4.7)

Profit (loss) before tax (EUR’000)

(2,568)

(1,903)

(2,861)

(2,507)

(2,702)

(2,756)

Profit (loss) before tax, margin (per cent)

(11.5)

(5.5)

(9.4)

(12.8)

(8.5)

(9.8)

Net profit (loss) for the year (EUR’000)

(2,554)

(1,920)

(3,111)

(2,495)

(2,736)

(2,948)

Net profit (loss) margin (%)

(11.5)

(5.6)

(10.2)

(12.8)

(8.6)

(10.5)

Number of shares (thousand units)

9,503

* EBITDA is calculated as profit (loss) before tax from the statement of comprehensive income, plus finance costs, minus

finance income, plus depreciation and amortisation.

Benchmarks

Group

Company

2023

2022

2021

2023

2022

2021

Return on capital employed (%)

(net profit to share capital ratio)

(92.7)

(69.7)

(112.9)

(90.5)

(99.3)

(107.0)

Average return on assets (%)

(net profit to assets ratio)

(17.7)

(11.4)

(13.7)

(18.5)

(16.9)

(13.8)

Rate on return on equity (%)

(net profit to equity ratio)

(122.5)

(47.6)

(42.1)

(115.1)

(64.1)

(42.5)

Debt ratio (%)

(Liabilities to assets ratio)

85.5

76.0

67.4

83.9

73.6

67.5

Debt to equity ratio (%)

(total liabilities divided by shareholder’s equity)

591.8

317.3

207.0

520.6

278.5

207.8

Total liquidity ratio (%)

(current assets to current liabilities ratio)

88.3

142.6

119.0

86.2

147.2

117.7

Capital to assets ratio (%)

14.5

24.0

32.6

16.1

26.4

32.5

Indicators related to share price

2023

2022

2021

P/E (price to earnings per share ratio)

(1.80)

(3.12)

(2.31)

EPS (earnings per share)

(0.27)

(0.20)

(0.33)

EV/EBITDA (enterprise value at securities

exchange to EBITDA ratio)

(6.82)

(21.48)

(6.50)

EV/EBIT (enterprise value at securities

exchange to EBIT ratio)

(4.13)

(5.99)

(4.43)

Investments

In 2023, the Group invested EUR 132 thousand in new equipment, structures and road maintenance.

In 2023, the Company invested EUR 99 thousand in equipment, engineering networks, and structures.

In 2023, Šatrija AB invested EUR 33 thousand in road maintenance.

In 2023, PAT MTF Mrija invested EUR 0,3 thousand.

8. Information About Trade in the Issuer’s Securities in Regulated Markets

The Company’s shares are listed on the Official List of the National Stock Exchange, as well on the Baltic List of the

Lithuanian, Latvian and Estonian stock market. 9,503,000 of ordinary registered shares have been registered for public

turnover of securities. ISIN code ISIN LT0000109324. Vilnius is place of registration of shares. A nominal value of one

share is EUR 0.29.

9. Information Regarding the Price of Shares and Their Dynamics

Dynamics of the share price of UTENOS TRIKOTAŽAS AB during 2021–2023 (EUR):

Price ratios

2023

2022

2021

2020

Opening price, EUR

0.61

0.78

0.92

0.94

Highest price, EUR

0.74

0.80

0.98

1.04

Lowest price, EUR

0.48

0.45

0.75

0.80

Last price, EUR

0.48

0.63

0.76

0.90

Turnover, units

45,363

51,808

140,306

56,369

Turnover, EUR million

0.03

0.04

0.12

0.05

Capitalisation, EUR million

4.56

5.99

7.17

8.55

Index dynamics of UTENOS TRIKOTAŽAS AB, OMX Baltic Benchmark GI and OMX Vilnius during 2021 - 2023

Index/Equity

31/12/2023

31/12/2022

31/12/2021

2023/2022

change, %

OMX Baltic Benchmark GI

1,442.41

1,384.42

1,568.82

4.19

OMX Vilnius

946.76

947.14

966.13

(0.04)

UTR1L

0.48 EUR

0.63 EUR

0.76 EUR

(23.81)

10. Dividend Policy

A decision on dividend payment for 2023 will be made by the General Meeting of Shareholders, based on the proposal of

the Management Board.

2023

2022

2021

Dividends (EUR’000)

Dividends per share

11. Description of Key Risks and Contingencies of the Company

In 2023, the Group's largest export regions remain the German-speaking countries - Germany, Austria, Switzerland and

Scandinavia.

11.1. Risk assessment, management and control process (including corporate social reporting risk assessment

procedure)

As a business unit, the Group is continuously exposed to various internal and external risks. In order to ensure that these

risks are properly managed and their impact eliminated or mitigated, the Company has put in place a risk management control

framework that identifies risks, assesses risk levels, develops a risk management strategy and implements a monitoring

process. It is essential that risks are managed proactively as the business world is changing rapidly and new risks are

constantly emerging. For this reason, the Company ensures that management decisions are made in a timely manner and in

the light of the latest available information.

Risk Assessment

An effective risk management procedure includes internal audit: our internal team, called the Social Performance Team (SPT),

carries out periodic risk assessments at least once a year to identify and prioritise non-compliance with the various elements

of the Standard and recommends to senior management what action should be taken on the risks identified.

The purpose of a risk assessment is to assess the likelihood of an adverse event occurring and the significance of the impact

should such an event occur. Such proactive assessments help to prioritise, based on actual or potential risks, the degree of

risk based on the severity and likelihood of non-compliance, in order to recommend corrective and preventive actions to

senior management.

The SPT is responsible for establishing and managing the risk assessment process, including general checks. Throughout

the risk assessment process, the SPT consults stakeholders and draws on a variety of information sources, such as:

• employee surveys;

• internal and external audit reports;

• reports of the Occupational Safety and Health Committee;

• legal and other requirements;

• consultations with stakeholders;

• complaints from within the Company;

• risk assessments by a supplier, subcontractor or recruitment agency.

In addition, UTENOS TRIKOTAŽAS AB applies a risk assessment matrix model (see picture below), which allows the

Company to determine the level of risk and the appropriate risk management strategy. Risk is assessed by calculating the

probability of occurrence of the risk and its potential impact on the business.

Picture 1. RISK ASSESSMENT MODEL

11.2. Key risks and related contingencies in 2023

In order to minimise the negative impact on the business, a key task of the Group's

risk management process is to accurately identify the risks associated with specific

activities. This is also an important element of strategic planning and target setting,

as risks can significantly affect the ability to achieve objectives. Some risks can be

considered strategic because they arise from unfavourable business decisions or

inappropriate implementation of decisions. In addition, operational risks can arise

from inefficient internal processes, inappropriate management of staff, etc. Financial

risks include credit, liquidity, foreign exchange risks, as well as risks associate with

fluctuations in share and market prices, etc. External risks, i.e. changes in rules and

regulations, market conditions, unexpected changes in natural resources or natural

disasters, can significantly affect the Company's business environment.

The main risks identified by the Company fall into eight categories:

External risks | The main macro-level risks are the market situation in Lithuania and

the main export markets (demand, inflation, general economic growth or recession,

which may affect sales results or costs), the geopolitical situation in Europe and

worldwide. The Group's companies are established in Lithuania, with the exception of

PAT MTF Mriya in Ukraine. Despite the ongoing hostilities on the territory of Ukraine,

the company operated without major disruptions in 2023.

Management risk | Risks related to difficulties in anticipating changes in the market and gaining a competitive advantage,

as well as poor strategy implementation and risk mitigation. UTENOS TRIKOTAŽAS AB has implemented an ISO 9001:2015

management system and continuously monitors the results in order to mitigate the risks related to management. In addition,

the Company is part of a larger group (SBA) and has a Management Board with independent members.

Environmental risk | It is important for the Group to consider environmental risks in its strategic planning and decision-

making processes to ensure their long-term viability and feasibility. The Company has implemented the ISO 14001

environmental management system to avoid environmental risks. The main strategic objectives for environmental protection

are:

• reducing environmental pollution through the efficient and economical use of raw materials and energy resources;

• reducing waste, improving the management of waste and chemicals, and reducing the use of hazardous chemicals

in the production process.

Financial risks | Financial risks include delays in cash collection, increased costs, miscalculation of profits, unplanned cash

outlays and foreign exchange risk. To manage these risks, the Group monitors cash flows, plans cash inflows and outflows,

prepares reports, controls budget investment plans, income and expenditure, and secures additional contingency funding. In

addition, analysis and control of customer debts, inventory and cost analysis are carried out on an ongoing basis.

Customer risk | Unsatisfied customer expectations and needs, loss of image or competitive advantage, poor customer

service and changing customer needs are also major risks for a business if they are not managed properly. For this reason,

the Group conducts market research, records and investigates complaints, contacts customers regularly to clarify their needs

and strives to ensure a level of service quality that satisfies its customers. In addition, the Company's client portfolio is highly

diversified, which reduces the risk of dependency on a single client.

Social risks | Social risk factors can have a significant impact on the success and longevity of the Group. Companies that

take proactive steps to address these types of risks and promote social responsibility are more likely to be more successful

in the long term. The company focuses on improving working conditions, attracting, training, development, safety and

preventing discrimination and consults with the trade union on all major employee issues.

Technological risks | The impact of technological risks can be substantial - ranging from financial and reputational losses

to legal and regulatory compliance issues. The main types of technological risks are data loss or inability to process data,

unauthorised disclosure of confidential data, and non-compliance with laws. To protect the business from these risks, the

Group makes copies of data under contract with an information services company and access to such applications is

password protected. The Company also invests continuously in upgrading its infrastructure and adopting the latest

technologies.

Procurement risks | Losses can arise from improper selection of suppliers and the inability to supply quality products that

meet environmental and human rights requirements. To avoid this, the Company has established criteria for the selection

and evaluation of suppliers based on relevant certificates and documents, and carries out laboratory tests and raw material

screening.

KEY RISKS

Management

Environmental

Financial

Customer

Social

Technological

Procurement

12. References and additional explanatory notes to the financial statements

All financial data for 2023 and 2022 presented in this Annual Report have been calculated using the financial information

presented in the Group's and Company's financial statements for 2023, prepared in accordance with IFRS Accounting

Standards as adopted by the European Union. These financial statements have been certified by a duly appointed auditor.

13. Key features of the Group's internal control and risk management systems relevant to the preparation of the

consolidated financial statements

The consolidated financial statements of the UTENOS TRIKOTAŽAS Group are prepared in accordance with International

Financial Reporting Standards (IFRS) as adopted by the EU. All companies in the UTENOS TRIKOTAŽAS Group are

subject to the same principles of internal control and accounting. For the purpose of preparing the consolidated financial

statements, all inter-company transactions and balances between the Group companies have been eliminated.

The internal control process of UTENOS TRIKOTAŽAS AB includes the control of processes related to the sale, production,

supply and preparation of financial statements.

14. Environment protection and corporate social responsibility

UTENOS TRIKOTAŽAS AB is the largest Lithuanian knitwear producer, whose production cycle covers the entire process:

from yarn to finished product. This allows to control efficiently the production process, ensure the quality of the products at all

stages of production, and apply high standards of production, ecology and work ethics. The Company's goal is to become an

innovative knitwear leader in Europe, taking responsibility for the environment and the well-being of society, innovating to

produce high value-added and new products, and increasing process flexibility and speed. The Company strives to maintain

good relations with existing partners and customers and is constantly looking for new ones, working flexibly and adapting to

customer needs.

Investors are increasingly looking for companies that prioritise environmental sustainability and social responsibility in order

to meet the Paris Agreement targets. These factors are taken into account when making investment decisions, as companies

that strive to improve their sustainability are considered responsible members of the community. For this reason, the Group

is developing a sustainable business strategy.

The Environmental, Social and Governance (ESG) criteria is a concept based on the idea that businesses and companies

must take responsibility for their production and practices, not just for profit. The ESG criteria reflect how a company can be

environmentally and socially responsible to society, while at the same time maintaining economic efficiency.

The annual report of UTENOS TRIKOTAŽAS AB also includes sustainability data. The reporting of data according to the EU

taxonomy is voluntary. A plan is presented on how the Group intends to integrate ESG into its business strategy and

operations to address environmental and social issues in the coming years (see picture below).

Picture 2. ACTIONS OF THE GROUP FOR A SUSTAINABLE CHANGE

The Group plans to take the following steps to integrate ESG practices into its operations and to provide sustainability

information in accordance with the Corporate Sustainability Information Reporting Directive (CSIRD):

Dual materiality assessment |The first step in applying the ESG strategy is to assess the Company's existing environmental,

social and governance practices and determine the relative impact of these practices on the Company's operations and

sustainability.

Carbon footprint assessment | Following the materiality assessment, the carbon footprint analysis will be extended to cover

all Group companies as well as Tier 3 emissions.

Developing a strategy and monitoring system | Once greenhouse gas emissions have been measured, a mitigation

strategy and a monitoring system for disclosure are developed.

Strategy implementation | The Group will implement the ESG strategy through appropriate changes to its operations,

policies and procedures. This may include investing in renewable energy, reducing waste, improving working conditions for

employees and increasing transparency in management.

Reporting under the CSIRD | The Group will disclose information on the risks, opportunities and impacts on people and the

environment.

Monitoring and reporting on progress | The Group will monitor and report on progress towards the achievement of the

ESG objectives, adjusting the strategy implementation plan as necessary.

14.1. General principles of environmental and social welfare management

The Group's quality, environmental and social welfare management policy is based on the certifications acquired by the

Company, e.g. SA 8000, ISO 9001, IS014001. It sets out the general and guiding principles and responsibilities of

management. A structured process description with instructions and explanations, including a detailed description of all

processes, responsibilities, mandates, internal culture and external communication with customers, is essential for the

Company.

General principles:

• analyse, assess and forecast market developments and trends, meeting current and future customer needs through

innovative solutions for the development of high added-value products and services, process flexibility and speed

improvements;

• regularly improve the Company's business processes through SA 8000, ISO 9001, IS0 14001 and other systems,

creating a culture of continuous improvement within the Company;

• ensure compliance with the requirements to which the Company has committed itself through regular internal and

external audits, and use the results of the audits to make critical decisions regarding the Company's operations and

growth;

• strive to continuously improve the effectiveness of environmental measures and apply preventive measures;

• systematically develop the competences of its employees;

• maintain good relations with existing business partners and customers and seek new customers;

• choose partners responsibly and to cooperate exclusively with those whose products are certified and meet the

Company's requirements.

Main principles:

• comply with legal, quality, environmental, occupational safety, social responsibility and other obligations undertaken by

the Company;

• comply with the standards of business ethics;

• ensure continuous training and skills development of employees and improve teamwork.

Management responsibilities:

• produce safe products that are environmentally and worker friendly;

• produce environmentally friendly products that meet OEKO-TEX Standard 100, GOTS, Woolmark and other customer

requirements;

• continuously improve the working environment, provide safe and comfortable workplaces that are free from harmful

influences, enable employees to work in a quality and efficient manner, offer performance-related pay and enable

employees to earn the Company's declared minimum wage in order to meet the basic needs of employees, and

guarantee social security;

• reduce environmental pollution;

• use recyclable raw materials, so that production waste can be used as secondary raw materials, and sort waste;

• conserve energy and water by optimising the organisation of production, ensuring quality indicators and eliminating

unused equipment;

• use new technologies and methods to prepare and manage production processes;

• reward employees for creative, active and honest work, and for the realisation of ideas and innovation.

14.2. Activities related to environmental protection

The Group aims to act sustainably and contribute to environmental protection. For this reason, the Company has put in place

a carbon footprint assessment procedure, started to develop an ESG strategy and implemented an EU taxonomy reporting

process, which is voluntary.

14.2.1. GHG emissions assessment

A key element in measuring climate impacts is the calculation of greenhouse gas (GHG) emissions, based on the

internationally recognised methodology of the Greenhouse Gas Protocol standards, which calculates such indicators:

• Tier 1: Direct emissions from activities under the Company's direct control (e.g. transport fuels, heat production

for own needs or other on-site emissions);

• Tier 2: Indirect emissions from purchased electricity and heat generation.

The Company has not yet assessed Tier 3 emissions, as additional preparation is required to collect the necessary data for

the Group as a whole and for all past activities. As UTENOS TRIKOTAŽAS AB aims to systematically and comprehensively

address climate impacts in the long term, the carbon footprint analysis for the period 2024-2025 will be extended to the scope

described above.

Picture 3. CARBON FOOTPRINT ASSESSMENT

Source: GHG Protocol standards adjusted by Civitta

In this analysis, only the Company's Tier 1 and Tier 2 emissions were measured. Tier 1 emissions consist of petrol and diesel

used in vehicles and natural gas used for on-site power generation. Tier 2 emissions include energy purchased for central

heating and electricity purchased from a renewable electricity supplier. The picture below shows the significant positive

change associated with the Company's investment in reducing emissions.

Picture 4. TOTAL EMISSIONS IN 2023 HAVE DECREASED COMPARED TO 2022

The full impact assessment is planned to be carried out in 2024-2025, as indicated in the timetable (Picture 2).

14.2.2. Our environmental policies, principles and certifications

An environmental policy is a plan for mitigating business activities and assessing

their potential environmental impacts. The Environmental Policy of UTENOS

TRIKOTAŽAS AB Group sets out the specific measures, ambitions, reviews, systems

and procedures that the organisation applies to achieve its environmental objectives.

It also defines the duties and responsibilities of environmental management

throughout the organisation and establishes reporting and monitoring mechanisms

to track progress towards the objectives.

UTENOS TRIKOTAŽAS AB has integrated the ISO 14001 environmental

management system, which guarantees the systematic measurement and

improvement of environmental impact. ISO 14001 helps the Company to define the

strategic objectives of the organisation and to align them with objectives and results

that are environmentally sustainable. This certification process differentiates the

Company from its competitors, reduces costs and waste, ensures compliance with

legal requirements, and helps to monitor and control the Company's activities.

Sustainability certificates are also an important part of the process, demonstrating that UTENOS TRIKOTAŽAS AB is taking

appropriate steps to reduce the environmental impact of its products and operations, and to achieve a more sustainable

future. The company has obtained the following certificates:

• OEKO-TEX Standard 100 | Confirms the ecological and human safety of textile and leather products from all stages

of production (raw materials and fibres, yarns, materials, ready-to-use end products) throughout the textile value chain.

• Global Organic Textile Standard (GOTS) | Developed by leading standard-setters to define globally recognised

requirements for organic textiles. From raw material harvesting, to ecologically and socially responsible production, to

labelling, GOTS certified textiles offer consumers a reliable guarantee.

• Responsible Wool Standard | A voluntary programme to help sheep farmers meet the needs of consumers, retailers

and the brand. The standard certifies that they meet strict animal welfare and land management requirements.

• Woolmark | Licensing Programme - a textile quality assurance and product certification scheme that guarantees fibre

composition and quality for both consumers and the supply chain. In order to obtain the prestigious Woolmark

certification, yarns, fabrics and garments are subject to rigorous and independent testing.

• Sustainable Apparel Coalition | The leading alliance for sustainable manufacturing in the apparel, footwear and textile

industries. The Coalition is developing the Higg Index, a standardised set of value chain metrics for all players in the

industry.

• The Green Energy | Certificate measures electricity from 100% renewable energy sources, making it a real role model

and a source of inspiration for other market players to develop energy-efficient and environmentally friendly businesses.

14.2.3. Our actions to protect the environment

The Group and the Company's production is carried out using natural gas, water and electricity - resources that have a

significant impact on our climate. The Company has therefore set specific targets and procedures to reduce energy and water

consumption per kilogram of textiles. Energy and water consumption is highly dependent on orders and the technology used,

and solutions to reduce consumption are currently being implemented:

• Since 1997, the Company has been using an energy-saving industrial water heating system. This system saves

around 30% of the energy used for water heating.

• In 2016-2017, all light bulbs were replaced with LEDs, saving 1,200 kWh of electricity per day.

• The Company uses electricity supplied by renewable energy sources (RES). The Company's use of electricity from

renewable energy sources demonstrates its social responsibility for the environment and its contribution to reducing

global pollution.

• The thermal energy purchased and used to heat buildings is supplied by biofuel.

• Some rooms are equipped with motion detectors to improve the efficiency of electricity use.

• In 2022, piping modifications were made to improve energy efficiency during painting processes.

• In 2022, the Company reviewed its knitwear dyeing processes to shorten and improve efficiency. By changing some

processes (shortening or combining several steps) and changing the chemicals used, the Company has shortened

certain dyeing cycles and lowered the temperature of the water used in the process, which results in lower water

and energy consumption, and reduced CO2 and waste water emissions.

After measuring fuel and energy consumption in 2022 and 2023, the Company found that a significant improvement had been

achieved. In terms of fuel consumption, gasoline consumption has increased by 2% and diesel consumption has decreased

by 26%. In terms of energy, gas consumption has decreased by 18%, electricity consumption by 31% and heating energy by

18%.

KEY ENVIRONMENTAL

ACTIONS

Environmental certificates

GHG emissions

assessment

Energy and resource

efficiency

Detox my Fashion

14.2.4. Environmental initiatives: Greenpeace campaign Detox My Fashion

In 2011, Greenpeace launched the Detox My Fashion campaign, announcing that it would stop all textile sales 'until suppliers

and manufacturers ensure that no hazardous chemicals are used or released at all stages of production'. A few years later,

in 2018, UTENOS TRIKOTAŽAS AB successfully implemented the pilot production phase of the Greenpeace collection. This

became the basis for the organisation's new textile production standard, and a year later, the first large-scale collection was

released. Becoming the first manufacturer in the world to comply with Greenpeace requirements is a historic and unique

achievement. The Detox My Fashion campaign of Greenpeace, launched almost a decade ago, has put the global textile

industry, one of the most polluting industries, under intense pressure to avoid the use and release of hazardous chemicals.

Environmentalists have identified 11 groups of hazardous chemicals widely used in the textile industry that are of particular

concern for human and environmental impacts, and have insisted that major manufacturers and their suppliers commit to

ending their use in production processes. UTENOS TRIKOTAŽAS AB is the only Lithuanian company participating in this

campaign and one of the few companies committed to the Detox programme that has a vertically integrated production cycle

(meaning that all of its production processes, from sourcing raw materials to manufacturing finished, ready-to-wear products,

are carried out under one roof). Since the launch of Detox My Fashion, more than 80 different textile companies (H&M, Nike,

Adidas, Puma and many others) representing around 10-15% of the global clothing market have joined the initiative.

14.2.5. EU Taxonomy Reports

In 2020, the European Union adopted the EU Taxonomy Regulation (EU) 2020/852

, which provides a classification system

to identify environmentally sustainable economic activities. In order to be considered 'environmentally sustainable', an

economic activity must meet the preconditions of the Technical Analysis Criteria (TAC) described in Article 3 of Regulation

(EU) 2020/852. The economic activities covered by the EU taxonomy and their specific TSC requirements can be found in

the climate legislation of the EU taxonomy - Delegated Act (EU) 2021/2139

UTENOS TRIKOTAŽAS AB is one of the companies that voluntarily provides information on both, taxonomic economic

activities and taxonomic economic activities that meet the criteria, and the latter covers two of the six environmental

objectives - mitigation of climate change and adaptation to climate change. For clarity, two key terms are defined:

• Taxonomic economic activity | Economic activity to which the technical selection criteria set out in the EU

taxonomy apply, whether or not the activity meets the criteria.

_____________________

Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate

sustainable investment and amending 2 tion (EU) 2019/2088: LINK

Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021, supplementing Regulation (EU) 2020/852 of the European Parliament

and of the Council: LINK

Picture 5. DECREASE IN THE COMPANY'S ENERGY AND FUEL COSTS IN 2023, COMPARED TO 2022

2023

2022

FUEL

Gasoline, l

25,230

24,786

Diesel, l

13,074

17,698

ENERGY

Gas, MWh

8,868

15,845

Electricity, MWh

3,154

4,547

Heating, MWh

1,578

1,920

Waste originates in all areas of the fashion industry. This is due to overproduction, overconsumption and problems in dealing

with the fate of products after they have been worn. UTENOS TRIKOTAŽAS AB takes the following steps to manage waste

and waste water:

• The waste is sorted and handed over to waste handlers. The monitored waste data and the annual waste report are

submitted to the Environmental Protection Agency.

• Wastewater is discharged to the city's waste water treatment plant. The results are monitored. No waste water is

discharged into the environment.

• Effluent testing is performed by the Company on an annual basis in accordance with applicable national legislation.

The results are monitored and a corrective action plan is prepared.

• Eligible taxonomic economic activity | Eligible economic activity meeting the conditions set out in the TSC (i.e.

contributing substantially to at least one of the environmental objectives, without significant harm to the other

objectives, and meeting minimum social standards).

The UTENOS TRIKOTAŽAS Group, as a group of non-financial companies, is required to disclose information on the key

performance indicators (KPIs) of its business, which are classified as environmentally sustainable, i.e. as a qualifying

taxonomic economic activity in accordance with Article 3 of Regulation (EU) 2020/852. The relevant KPIs are turnover, capital

expenditure (CapEx) and operating costs (OpEx). In addition, the same financial KPIs have to be reported for both the non-

taxonomic economic activity and the taxonomic economic activity that does not meet the criteria. The list of taxonomy-related

activities and their turnover, capital expenditure and operating expenditure results can be found in Tables 1, 2 and 3

respectively.

Specification of the information to be provided with KPIs

In order to assess the extent to which the Group's activities are reflected in the EU taxonomy, a comprehensive assessment

has been carried with assistance of third parties. The following sections describe the relevant information accompanying the

financial KPIs and follow the predefined structure described in Section 1.2 of Annex I of the Delegated Act on Disclosures,

Regulation (EU) 2021/21783

1. Accounting policy

The proportions of taxonomic economic activity turnover, capital expenditure and operating costs shall be determined in

accordance with the requirements and definitions set out in Sections 1.1.1, 1.1.2 and 1.1.3 of Annex I to Delegated Regulation

(EU) 2021/2178, as appropriate. In accordance with Article 8(2) of that Regulation, as well as the European Commission's

Q&A document on this subject

, the disclosures cover the previous calendar year, i.e. 2023.

Turnover-related KPIs | Turnover of a taxonomic economic activity is the proportion of turnover derived from economic

activities to which a taxonomic valuation can be applied (numerator) and absolute turnover (denominator). The numerator

includes the turnover generated by the taxonomic economic activity. The denominator represents net turnover, which is the

sum of turnover from taxonomic economic activities and turnover from non-taxonomic economic activities and includes

revenue recognised in accordance with paragraph 82(a) of International Accounting Standard (IAS) 1

KPI related to capital expenditure | The denominator includes the Group's investment in tangible and intangible assets

(before depreciation, amortisation and any remeasurement) during the financial year. The numerator represents the portion

of capital expenditure that relates to the taxonomic economic activity.

KPI related to operating expenses | The denominator includes direct non-capitalised costs related to the day-to-day

maintenance of tangible fixed assets carried out by a third party enterprise. The numerator refers to the part of operating

costs that is related to the taxonomic economic activity.

2. Assessment of compliance with Regulation (EU) 2020/852

The assessment of the taxonomy of the UTENOS TRIKOTAŽAS AB Group can be divided into 3 phases:

PHASE 1 | The objective of the first phase was to identify the economic activities of the Group that are described in the

Climate Delegated Act and can therefore be subject to subsequent taxonomy assessment. This was done by first comparing

the activities described in the taxonomy with the economic activities of the Group and identifying those activities that are

relevant to the Group's activities. The relevant NACE codes listed in Annex II to Regulation (EU) 2021/2139 were then

analysed in order to arrive at a final list of taxonomic economic activities.

Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament

and of the Council: LINK

European Commission FAQ on the Taxonomy Regulation, December 2021 (updated January 2022): LINK

IAS 1: LINK

PHASE 2 | In accordance with Article 3 of Regulation (EU) 2020/852, the taxonomic economic activities were further analysed

to determine the extent to which the activities are environmentally sustainable. The process was carried out according to the

TSCs that are described for each taxonomic economic activity in Annexes I and II of the Climate Delegated Act. The

assessment revealed that today none of the taxonomic economic activities of the UTENOS TRIKOTAŽAS Group

meet the requirements of the TSCs and therefore cannot be considered as a qualifying taxonomic economic activity,

i.e. an environmentally sustainable activity.

PHASE 3 | Following the identification and analysis of the appropriateness and alignment of the Group's activities, the

necessary KPIs relating to turnover, capital expenditure and operating costs have been calculated in accordance with the

requirements and definitions of Section 1.1 of Annex I to Regulation (EU) 2021/2178.

3. Contextual information

Turnover | UTENOS TRIKOTAŽAS AB produces knitted, ready-made garments and knitted fabrics in a sustainable way.

This applies to both the product development process and production. Currently, the economic activities related to textile

and clothing production are not described in the Climate Delegated Act, which means that the Group's main economic

activities are not included in the EU taxonomy. Therefore, the numerator of the reported KPIs is limited to turnover generated

from (a) the rental of the Company's assets and (b) the sale of waste paper, cardboard and wood to a third party contractor.

Capital expenditure | The capital expenditure meter covers the costs associated with an individual measure to upgrade a

gas pipeline system to improve its energy efficiency.

Operating expenses| The numerator expresses the operating expenses associated with the separate collection and

transport of waste (primarily textiles, packaging, wood waste, paper and cardboard) generated in production and ancillary

processes. The denominator includes the daily costs related to the daily maintenance of property, plant and equipment.

Conclusions

Following the first assessment and reporting of the taxonomy, the Group concludes that the EU taxonomy does not reflect

the Company's actual contribution to sustainable production and development in general. Despite the fact that the Company

is considered to be one of the most sustainable knitwear producers in Europe, the EU Taxonomy Regulation (EU) 2020/852

makes the Company's efforts towards social and environmental responsibility almost invisible.

Nevertheless, the EU taxonomy is an important step towards greater transparency and the elimination of eco manipulation.

The evaluation has provided the UTENOS TRIKOTAŽAS AB Group with additional knowledge and insights that can be used

to develop the Group's strategy in the future.

Table 1. KPIs RELATED TO TURNOVER

Key control

criteria

Criteria for no significant harm (DNSH)

'No material harm'

Economic activity

NACE code

Absolute turnover

(EUR million)

Share of the total

turnover (%)

Mitigation of

climate change (%)

Adaptation to

climate change (%)

Mitigation of

climate change

(T/N)

Adaptation to

climate change (

T/N)

Water and marine

resources T/N)

Pollution (T/N)

Biodiversity and

ecosystems (T/N)

Minimum

safeguards (T/N)

Taxonomic

economic share of

turnover, 2022 (%)

Enabling (E) or

Transitional (T)

activity

A. TAXONOMIC ECONOMIC ACTIVITY

A1. Environmentally sustainable activities (taxonomic

economic activities meeting the criteria)

–

A2. Taxonomic but environmentally unsustainable economic

activity (non-criteria taxonomic economic activity)

4.8

21.62

Acquisition and ownership of buildings

L68.20

4,827

21.62

Installation, maintenance and repair of energy efficient

equipment

C33.12

–

Collection and transport of separated non-hazardous waste

on site

E38.11

0,0004

0.00

Transport by motorcycles, passenger cars and light

commercial vehicles

N77.11

–

Total A (A.1 + A.2)

–

4,827

21.62

B. NON-TAXONOMIC ECONOMIC ACTIVITIES

B. Turnover of non-taxonomy economic activities

17.4

78.38

Total turnover (A + B)

22.2

100

Table 2. KPI RELATED TO CAPITAL EXPENDITURE

Key control

criteria

Criteria for no significant harm (DNSH)

'No significant harm'

Economic activity

NACE code

Absolute capital

expenditure

(EUR million)

Share of the total

turnover (%)

Mitigation of

climate change (%)

Adaptation to

climate change (%)

Mitigation of

climate change

(T/N)

Adaptation to

climate change (

T/N)

Water and marine

resources T/N)

Pollution (T/N)

Biodiversity and

ecosystems (T/N)

Minimum

safeguards (T/N)

Taxonomic

economic share of

turnover, 2022 (%)

Enabling (E) or

Transitional (T)

activity

A. TAXONOMIC ECONOMIC ACTIVITY

A1. Environmentally sustainable activities (taxonomic

economic activities meeting the criteria)

–

A2. Taxonomic but environmentally unsustainable

economic activity (non-criteria taxonomic economic

activity)

0,171

81.82

Acquisition and ownership of buildings

L68.20

–

Installation, maintenance and repair of energy efficient

equipment

C33.12

0,088

42.11

Collection and transport of separated non-hazardous

waste on site

E38.11

–

Transport by motorcycles, passenger cars and light

commercial vehicles

N77.11

0,083

39.71

Total A (A.1 + A.2)

–

0,171

81.82

B. NON-TAXONOMIC ECONOMIC ACTIVITIES

B. Capital expenditure on non-taxonomy economic

activities

0,038

18.18

Total capital expenditure (A + B)

0,132

100

Table 3. KPI RELATED TO OPERATING EXPENSES

Key control

criteria

Criteria for no significant harm (DNSH)

'No significant harm'

Economic activity

NACE code

Absolute operating

expenses

(EUR million)

Share of the total

turnover (%)

Mitigation of

climate change

(%)

Adaptation to

climate change

(%)

Mitigation of

climate change

(T/N)

Adaptation to

climate change (

T/N)

Water and marine

resources T/N)

Pollution (T/N)

Biodiversity and

ecosystems (T/N)

Minimum

safeguards (T/N)

Share of

taxonomic

economic

operating

expenses

meeting the

criteria, 2022

(%)

Enabling (E) or

Transitional (T)

activity

A. TAXONOMIC ECONOMIC ACTIVITY

A1. Environmentally sustainable activities (taxonomic

economic activities meeting the criteria)

–

A2. Taxonomic but environmentally unsustainable

economic activity (non-criteria taxonomic economic

activity)

0,016

56.67

Acquisition and ownership of buildings

L68.20

–

Installation, maintenance and repair of energy efficient

equipment

C33.12

–

Collection and transport of separated non-hazardous

waste on site

E38.11

0,016

56.67

Transport by motorcycles, passenger cars and light

commercial vehicles

N77.11

–

Total A (A.1 + A.2)

0,016

56.67

B. NON-TAXONOMIC ECONOMIC ACTIVITIES

B. Operating expenses on non-taxonomy economic

activities

0,182

43.33

Total operating expenses (A + B)

0.42

100

14.3. Social activity

Businesses, like the Company and the Group, are essential for sustaining economic

growth, but they also have a significant impact on people's lives. The Company

strives to ensure that its activities are conducted to the highest standards of integrity,

transparency, ethics and respect for all stakeholders. This commitment is

fundamental to the business and forms the basis for sustainable growth and success.

UTENOS TRIKOTAŽAS AB strives to continuously improve the conditions of its

employees. The company is committed to creating a safe and positive working

environment for employees. To achieve this, the Company continuously improves

working conditions, employee benefits and job satisfaction. This includes appropriate

training, incentives and fair remuneration to help employees reach their full potential.

The Company also seeks to foster a culture of continuous engagement and

development, with a focus on gratitude, well-being and respect.

14.3.1. Our social policies, principles and certifications

In order to implement the development of corporate social responsibility in

cooperation with business, social and international partners, on 23 May 2006 the Company obtained the international social

responsibility standard SA 8000 (re-certification audit was carried out on 22-24 November 2021 and a new certificate was

obtained, which will be valid until 27 February 2025). Objectives of the SA 8000 standard are as follows:

• ensure the social well-being of employees, increase social responsibility within the Company and encourage

subcontractors to do the same;

• demonstrate to our Western partners that UTENOS TRIKOTAŽAS AB at all levels of management treats its

employees in a civilised manner, and that the Company has implemented key human rights conventions and

directives.

The Group pays wages that meet the basic needs of its employees and leave them with spare income. Requirements of the

Social Responsibility Standard (SA 8000) are as follows:

• child labour for children under 16 cannot be practised;

• forced labour, verbal abuse or physical punishment must be avoided and working conditions must be healthy and

safe;

• discrimination on grounds of nationality, race, religion, sex, sexual orientation, organisational or political affiliation,

gender, age or disability must be prevented, and employment, dismissal or retirement must not interfere with the

ability to succeed and to feel happy and needed;

• men and women must be paid equal pay for equal work and have equal opportunities for training and promotion;

• people must work according to precise working time schedules (start, end, lunch and rest breaks), and overtime or

work on rest days or public holidays must be covered by a collective agreement or agreed with the workers'

representatives - the trade union council;

• remuneration and bonuses for work performed must be clearly defined and agreed in the collective agreement or

with the employees' representatives - the Trades Union Council.

14.2.2. What we do for our people

UTENOS TRIKOTAŽAS Group is guided by the shared values of the SBA Group, which are like a signpost that guides the

right path for the implementation of the mission Invent Every day, for the Better. The SBA Group (and Group companies)

selects nominees for each value in the semi-annual Values Ambassador election. Group values and nomination categories:

• Passion to Win

• Discovery Leadership

• Sense of Home

The number of nominees is determined by the management of each company, taking into account the size and structure of

the company, established traditions and best practices. Nominations as Values Ambassadors are open to employees in any

position, with the exception of the Chief Executive Officer. All colleagues nominated in the first and second half of the year

are eligible to participate in the election of the best Invent Everyday, for the Better Ambassador. Great importance is attached

to the sincere efforts and performance of the employee in contributing to the Invent Everyday, for the Better mission.

UTENOS TRIKOTAŽAS AB offers additional benefits to its employees - occasional bonuses, anniversary gifts, entertainment

events and product discounts.

KEY ACTIONS FOR

SOCIAL ACTIVITY

Social responsibility

standard (SA 8000)

Customer experience

Engaging workplace

Developing staff

competences

Health and safety

Contribution to society

Customer experience

In order to meet customer expectations in a timely and quality manner, the Group records and investigates internal non-

conformities, investigates the causes of non-conformities and plans actions to prevent recurrence of such problems. If a

customer complaint is received, it is recorded in the register, the causes are identified and preventive action is taken to ensure

that the problem does not recur and that the customer receives appropriate feedback.

Engaging workplace

The Company's employees are educated on the importance of social considerations and the Company has a system for

complaints/suggestions that ensures confidentiality and anonymity. The Company complies with the applicable legal

requirements in the fields of environmental protection, occupational safety and other areas. Inspections are carried out by the

controlling authorities to ensure compliance with the applicable legislation. The Company's employees are actively involved

in the activities of the employees' trade union. The trade union works closely with the management to address issues raised

by employees.

Developing staff competences

The Group pays great attention to recruitment processes and smooth induction. The Group regularly invites both experienced

professionals and newcomers with ambitions to develop and grow to join the Group. It is important that candidates have the

right value base. It is not just about what is done, but how it is done, i.e. professionalism, collaboration and development.

The Group aims to provide employees with opportunities to learn and develop, to broaden their knowledge and horizons, and

to participate as effectively as possible in the process of achieving the Group's strategic objectives. All employees are given

the opportunity to acquire new skills or to update the knowledge and skills needed to perform their direct functions. The

responsibility for developing the competencies required for the employee's function and the organisation's activities rests with

both the individual employee and the organisation. In addition, the Company's staff development system includes not only

formal training activities but also other forms of education and learning.

• External training | Mandatory periodic occupational safety training and vocational training to develop individual

skills (in 2023, topics for knowledge development - Leadership in times of change).

• Internal training | Staff competency development: In 2023, 20% of the staff completed training and upgraded their

skills.

A talent development process is also underway - 18 talented employees (selected from 130 managers and professionals)

agree with managers on the ways, stages and monitoring of their professional growth.

Employee turnover

In 2023, the overall turnover rate was 33.8%, and in 2022 - 32.1%. The overall increase in staff turnover is in line with the

Company's optimisation in the previous year to increase efficiency and reduce costs.

Picture 6. EMPLOYEE TURNOVER IN 2023 HAS INCREASED COMPARED TO 2022

Occupational health

UTENOS TRIKOTAŽAS AB takes great care of the physical and emotional health of its employees - they have the opportunity

to receive free massage services, to use the Company's cafeteria and to receive partial reimbursements for food. The

Company also offers free flu vaccines to employees every year before the season.

Work-life balance

Administrative staff is given the opportunity to work remotely. All staff are allowed to take time off for personal needs.

Safety

The Group is committed to providing a safe and healthy working environment and minimising the risk of safety hazards.

Occupational risk assessment is carried out on an ongoing basis with the participation of workers' representatives. When

occupational risks appear, a plan for preventive measures and elimination of occupational risks is immediately prepared.

Newly recruited workers are given a general briefing and an occupational safety and health briefing at the workplace, as well

as receive fire safety induction. Periodic trainings are provided to workers in relation to the hazards of their work.

In 2023, there were 3 occupational accidents and one accident on the way to/from work. The Company's main objective in

terms of occupational safety and health is zero accidents.

Picture 7. THE NUMBER OF ACCIDENTS AT WORK IN 2023 HAS DECREASED COMPARED TO 2022

Employee satisfaction

Employee satisfaction surveys are essential for companies as they can provide valuable insights into the overall level of job

satisfaction in a company. These surveys allow the Group to gather feedback from employees on various aspects of their

working environment, including job responsibilities, working conditions, communication with management, remuneration,

benefits and career opportunities.

Through regular employee satisfaction surveys, the Group identifies areas for improvement in order to increase employee

satisfaction and retain talented employees. These surveys also help the Group to better understand the needs and

expectations of its employees, which can help to make strategic decisions and foster a more positive and productive working

culture.

An employee satisfaction survey conducted in 2022 showed that 56% of the Company's employees feel more respected by

their line manager. Employees felt that assessment of their skills and contribution to the Company has improved. Such a

survey was not performed in 2023.

Picture 8. EMPLOYEE SATISFACTION SURVEY

Social initiatives

In 2023, the Company participated in the National Reforestation Project, where 12,000 pine trees were planted in 3 ha of

forest in the Vyžuonaičiai Forestry District.

In 2023, employees of Utenos Trikotažas AB voluntarily wove 12 pieces of camouflage nets for Ukrainian soldiers during their

free time. This is an ongoing initiative to encourage the Company to contribute to the support of Ukraine.

Since 2015, the Company has enthusiastically supported and joined the "Donate Blood" campaign organised by the National

Blood Centre. This noble initiative gives sick people a chance to recover and often saves their lives. In 2023, 75 employees

of Utenos Trikotažas donated blood.

October 2023 is the Seniors’ Experiences Month. A group of volunteers from the Company together with volunteers from the

Lithuanian Red Cross, Utena branch visited the elderly people of Leliūnai Social Care Home, for whom attention is always

the greatest gift, and for the volunteers - a meaningful activity that fosters compassion, gratitude and community spirit.

In December 2023, the Company's volunteers paid a Christmas visit to the residents of Leliūnai Social Care Home. They

gave this community a lovely emotion, cosiness, warmth and a morning full of poetry and music.

In December 2023, the Company's initiative group joined the Christmas Tree Alley project organised by the City of Utena. A

stylized Christmas tree was created, which playfully decorated the Christmas Tree Alley and delighted its visitors

14.4. Group governance

A transparent environment, a zero-tolerance policy on corruption, and a code of

ethics enshrine the principles of a responsible company. These principles guide

how the Group achieves its objectives, how it treats its colleagues and partners,

and the general standards of ethics. UTENOS TRIKOTAŽAS AB, in accordance

with Article 22(3) of the Law on Securities of the Republic of Lithuania and Clause

24.5 of the NASDAQ Vilnius Listing Rules, discloses in the Annex to the Annual

Report how it complies with the Code of Corporate Governance for Listed

Companies of the NASDAQ Vilnius Stock Exchange, and with the specific

provisions or recommendations of the Code.

14.4.1. Anti-corruption

Providing information on the fight against corruption helps to increase the Group's credibility and trust in the eyes of the public.

It also allows the Group to monitor progress, benchmark its performance against other companies and share best practices,

thereby improving its anti-corruption performance. Finally, it builds a better reputation and improves relations with customers,

partners and local communities.

The Group does not tolerate any form of corruption and advocates honest business and transparent cooperation. Risks are

mitigated through internal controls aimed at identifying potential corruption risk factors. Information on risks is provided in

Note 3.1 to the financial statements.

BASIS FOR GOVERNANCE

Anti-corruption Policy

Code of Conduct

Data Privacy Management

and Security System

Supplier Management

Principles

In accordance with the requirements of SA 8000, the Company established a Social Performance Team in 2014, which

periodically assesses all aspects of social responsibility (including corruption) in accordance with the Procedures for

Assessing the Risk of Corporate Social Responsibility, and makes suggestions to the management for improvement.

Company employees are educated about the importance of whistleblowing, and the Company has a complaint/suggestion

system in place that ensures confidentiality and anonymity.

14.4.2. Code of Ethics

Code of Conduct

People are at the heart of the SBA Group's corporate culture, and the UTENOS TRIKOTAŽAS Group is guided by the SBA

Group's Code of Conduct, which acts as an "ethical compass" for all of its business activities.

SBA Group companies employ approximately 3,600 people, united by a passion for winning, discovery leadership and a

sense of home. The strength of SBA Group people is their ability to combine different approaches and achieve team results.

SBA Group companies strive to create the best conditions for the pursuit of careers and personal ambitions. In order to

achieve these goals, we adhere to the following principles at all stages of our relations with our employees:

• we maintain fair and ethical working relationships based on mutual respect;

• we provide a safe and healthy working environment;

• we have zero tolerance for humiliation, violence, harassment, sexual harassment, direct or indirect discrimination

based on gender, race, nationality, language, origin, social status, age, sexual orientation, disability, ethnic origin,

membership of a political party or association, religion, belief, conviction or opinion, as well as on the basis of any

other circumstances not related to business characteristics (as further defined in the Equal Opportunities Policy

adopted by the SBA Group companies);

• employees are evaluated on the basis of performance, professionalism and ethical behaviour;

• wr ensure confidentiality, discretion and protection of personal data;

• we create opportunities for professional development and the development of additional competences.

Employees of SBA Group companies are encouraged to actively participate in internal training and competence development

programmes, and to inform their line managers about the need for specific training programmes, such as internal work culture,

anti-corruption, social responsibility and others. When such a need is expressed, company managers initiate appropriate

training programmes, based on the internal training policy.

Avoiding conflicts of interest

Employees must not engage in any business activity that would create a conflict of personal interest with the interests of SBA

Group companies, and must avoid any contact that would create a conflict between their personal activities and the business

interests of SBA Group companies. In the event of a potential conflict of interest, an employee or a member of the collegial

governing bodies shall immediately disclose his/her interests to his/her line manager and take measures to help eliminate the

consequences of such a conflict of interest for business decisions.

Confidentiality commitments

Employee communication and information exchange, both within the SBA Group and in business relationships with third

parties, is based on open communication and the ongoing sharing of knowledge and experience, but must not go beyond the

bounds of confidentiality. All business information within the SBA Group companies shall be considered confidential, except

for general knowledge of business relationships which an employee receives in the course of his or her duties, including

information relating to the employees themselves, as well as to the companies' customers and suppliers.

External principles relating to work culture

SBA Group companies take into account the interests of their stakeholders in the conduct of their business and strive to meet

them to the best of their ability. In establishing and developing business relationships with customers, partners, suppliers,

competitors, public sector bodies, the media and other third parties, we are guided primarily by the principles of transparent,

honest and fair business conduct, as well as by mutual respect, human rights, the protection of confidential information and

the avoidance of conflicts of interest.

Relationships with public authorities

In all countries, where SBA Group companies operate, we base our activities on the requirements of laws and regulations,

including, but not limited to, anti-corruption legislation. Acting in the business interests of the SBA Group companies, we do

not pay bribes or make any other unlawful payments to public officials, including low-value unofficial payments. This

commitment extends to the activities of SBA Group companies in foreign countries.

Relationships with competitors

Guided by the SBA Group's values, we strive for a clear competitive advantage in our daily activities, and we want to be a

leader in our field and to maintain this leadership. We do not initiate any discussions or agreements in which we perceive a

potential risk of distortion of fair competition, nor do we participate in such discussions initiated by other market participants.

In accordance with the principles of ethical competition, we collect and analyse information about competitors' activities

through legitimate means.

Relations with the community

Our social responsibility starts with ourselves, and we encourage all SBA Group employees to take responsibility for caring

for and enhancing the environment in which we operate. We strive to minimise the direct and indirect impact of our activities

on the environment, even beyond what is required by the legal norms that set mandatory environmental standards. SBA

Group companies support community projects that are in line with our values and contribute to the socio-economic well-being

of individual regions. In addition, the Group's companies and their employees initiate social responsibility projects to protect

the environment and wildlife, preserve unique traditions, reduce social exclusion, etc.

Reporting policy

The Group has a whistleblowing mechanism in place and the SBA within the Group is managed independently of the Group.

The SBA Group manages the email address pasitikejimolinija@sba.lt for receiving reports. This mailbox

is not subject to inspection by the Group and can be used by employees to contact responsible persons at shareholder level

without the knowledge or involvement of their managers.

Diversity Policy

The diversity policy applies to the election of the heads of the Group companies and members of the governing and

supervisory bodies. The top-level management team must be sufficiently diverse, depending on the legislation. Diversity

criteria include, for example, gender, age, geographical origin, education and work experience. The appointment and

selection of top-level management positions is based on qualifications, skills and competencies, and the selection of

individuals for such positions is based on their potential to contribute to the value of the organisation.

The following tables show the distribution of staff by educational, with the largest number of staff having vocational, secondary

or higher education qualifications. In 2023, an average monthly salary increase by 4.0%.

Picture 9. DISTRIBUTION OF THE COMPANY'S EMPLOYEES BY EDUCATION

Executives

Specialists

Workers

Total

Higher - university

Further

114

Vocational

116

130

Secondary

114

117

Basic

Higher non-university

Total

107

372

519

Picture 10. SALARY INCREASE IN THE COMPANY IN 2023

Change,%

Executives

(16.5)

Managers

0.5

Specialists

1.6

Workers

4.2

Total

4.0

14.4.3. Data privacy management and security

The protection of personal data is an essential aspect of responsible business. The Group considers data protection a high

priority in order to build trust, demonstrate its commitment to responsible and quality business conduct, and enhance its

reputation. Cyber security measures help to detect unauthorised activities and to detect if a cyber security incident has

occurred: attempts to exploit privileged rights, access key systems, install or run malicious programs. By implementing a strict

data management policy, the Company protects its customers and employees from harm and complies with legal

requirements. There were no cyber security incidents reported in 2023. Key principles of data privacy management::

• conducting a risk assessment to help identify risks related to email hacking attacks, data theft or falsification. In

response to these risks, the following technical and procedural solutions are implemented:

(a) email filtering, two-factor authentication (Microsoft 365 package);

(b) education and awareness raising: staff are trained on email attacks, the risks of email attacks, data theft

or falsification and how to avoid such situations;

• the Company's internal accounting controls are assessed against cyber security risks to ensure an effective level of

data protection. Rules and policies are established and applied, regular security checks and audits are carried out,

and security monitoring and incident response are performed. Employee education and security awareness are key

to ensuring that all employees know how to act safely and respond to cyber risks;

• data are collected and processed for the stated legitimate purposes established before the personal data are

collected and are not further processed in a way incompatible with those purposes;

• the processing is carried out with the consent of the data subject or on another lawful basis for processing;

• the processing is accurate, fair and lawful;

• the data shall be kept in a form which permits identification of the data subject for no longer than is necessary for

the fulfilment of the purposes for which the data were collected and are processed;

• the processing is carried out in such a way as to ensure, through appropriate technical or organisational measures,

adequate security of personal data, including protection against unauthorised or unlawful processing and against

accidental loss, destruction or damage (principle of data integrity and confidentiality).

14.4.4. Supplier management

The Group follows the SBA Group's procurement policy, which aims to minimise dependence on a single supplier and promote

competition by seeking alternative, innovative solutions, providing the market with advance notice of future purchases and

current demand, sourcing suppliers and encouraging them to participate actively in the procurement process. Key objectives:

• To ensure competitive prices and the best purchasing conditions, PSC

and PD

continuously carry out market

research, gather information on goods and price developments, and seek new suppliers.

• In order to ensure stability of supply, PSC and PD are responsible for sourcing suppliers for the relevant procurement

group and for ensuring that all the goods they need can be purchased from more than one supplier at any given

time.

• The PSC and PD shall encourage competition between suppliers and shall give manufacturers and suppliers who

meet the established quality and environmental requirements an equal opportunity to bid for the goods they need to

the company concerned.

• The selection of suppliers is based on, among other things, reputation, sustainability, green solutions, capacity,

reliability, integrity of operations, payment of taxes, proper fulfilment of obligations, protection of the environment,

social responsibility, ensuring human rights in employment, and ensuring safe working conditions and fair

remuneration.

• Relations with suppliers must be based on professional skills and the principles of cooperation, transparency and

fairness.

• Communication with suppliers must be based on the principle of equality and avoid situations which may give rise

to doubts as to the transparency of procurement or suspicions of personal gain.

15. Information about the Company‘s treasury shares acquired and held

The Company has not acquired or held any treasury shares during the reporting period.

________________________________

Procurement services centre of SBA Group for centralised procurement functions

Procurement department of the Company or other department’s employee in charge of procurement

16. Significant events since the end of the previous financial year

29-02-2024, UTENOS TRIKOTAŽAS AB group: a recovery in textile demand is forecast for the second half of the year.

03-01-2024, Announcement of the preliminary dates for announcement of UTENOS TRIKOTAŽAS AB performance results

in 2024.

31-10-2023, UTENOS TRIKOTAŽAS AB continues to optimise its operations, reducing losses by a fifth.

06-10-2023, Announcement of the acquisition of the voting rights package.

02-10-2023, Announcement of transactions of executives of UTENOS TRIKOTAŽAS AB and of persons closely related

to them.

31-07-2023, UTENOS TRIKOTAŽAS AB group earned revenues of EUR 11.6 million during the first half of the year.

27-06-2023, The Finance department of UTENOS TRIKOTAŽAS AB will be headed by Aurimas Likus.

28-04-2023, In Q1 of the year, UTENOS TRIKOTAŽAS AB earned revenues of EUR 6.1 million.

27-04-2023, Decisions of the Extraordinary General Meeting of Shareholders.

27-04-2023, Annual information of UTENOS TRIKOTAŽAS AB for 2022.

05-04-2023, Announcement on convocation of the Ordinary General Meeting of Shareholders of UTENOS TRIKOTAŽAS AB.

28-02-2023, Sales of AB UTENOS TRIKOTAŽAS Group increased in 2022: EUR 34.5 million revenue generated.

03-01-2023, Decisions of the Extraordinary General Meeting of Shareholders.

03-01-2023, Announcement of the preliminary dates for announcement of UTENOS TRIKOTAŽAS AB performance results

in 2023.

17. The Company’s Operating Plans and Objectives

In 2024, sales are expected to increase compared to 2023, but due to seasonality, the first half of the year will be weaker

than the second half. The seasonal peak in the second half of the year is due to the greater attractiveness of wool products

in winter. In order to balance human resources and seasonality, we will increase the subcontracting share, especially in the

second half of the year during the peak season.

The main focus in 2024 will be to strengthen the materials and product development centre, focusing on higher value-added

products (wool, functional and all eco-materials), produced using sustainable methods in line with the purified Zero Waste

strategy. The aim is to increase the volume of retail sales (i.e. “B2C”), however, the major part of sales will continue to be

exports to business (“B2B”).

The potential impact of the military action in Ukraine on the Group's results for 2024 is unknown, and in 2023 and at the time

of publication of the financial statements the Group's entity PAT MTF Mriya was operating in Ukraine without material

disruption. In 2023, the company sewed 30.75% of the Group's production units, and the Company’s loss before tax amounted

to EUR 331 thousand. A full impairment charge remains on the carrying amount of property, plant and equipment in Ukraine.

The Group's growth potential rests on two pillars of its business strategy: first, a strategic transformation was launched at the

beginning of 2022, with the aim of purifying the customer portfolio and focusing on the most profitable segment of the business

- the production of more complex and higher-priced products, especially made of functional wool and its blends. Secondly,

the environmental and consumer friendliness of the production processes is a major concern. This is particularly appreciated

by customers both in Lithuania and abroad. Environmental and social responsibility commitments cover all areas of production

and activities of UTENOS TRIKOTAŽAS AB - from naturally grown fibres, use of chemicals in production and their impact on

the environment, the properties of the garment produced, to the transparency of production processes. All this is ensured

through comprehensive certification measures and extensive research throughout the production process. For more

information, refer to Section 14.

The UTENOS brand has become an integrated part of the organisation, which, as part of the sustainable Zero Waste ideology,

is essentially devoted to collections made from quality and sustainable raw materials that are not used in production. Statistics

show that up to 30% of textiles inevitably go unused at various stages of garment production. These quantities are too small

for mass production, but are suitable for the small customised batches that are at the heart of the redesigned UTENOS brand.

The reduction in volumes of the UTENOS brand products following the redesign has led to a review of its marketing channels.

The e-shop continues to operate, part of physical stores were closed during 2022. More information on environmental

initiatives is presented in Section 14.

18. Research and Development Activities

The Company and the Group did not carry out research activities.

19. Structure of the Issuer's Authorised Share Capital

As at 31 December 2023, the Company’s authorised share capital comprised 9,503,000 ordinary registered shares with

a nominal value of EUR 0.29 each.

UTENOS TRIKOTAŽAS AB authorised share capital according to types of shares:

Class of shares

Number of

shares, units

Nominal

value (EUR)

Total nominal

value (EUR)

Percentage in the

authorised share

capital (per cent)

Ordinary registered shares

9,503,000

0.29

2,755,870

100.00

All shares of UTENOS TRIKOTAŽAS AB are fully paid. All shares of the Company are ordinary registered shares of one

class granting equal rights to their holders (shareholders).

An ordinary registered share grants the following property rights to its holder (shareholder):

1. to receive a part of the Company’s profit (dividend);

2. to receive a part of assets of the Company in liquidation;

3. to receive shares without payment if the authorised capital is increased out of the Company’s funds, except in

cases specified in the Law on Companies of the Republic of Lithuania;

4. to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in

cases when the General Meeting of Shareholders decides to withdraw the pre-emption right for all the

shareholders in the manner prescribed by the Law on Companies of the Republic of Lithuania;

5. to lend to the Company in the manner prescribed by law; however, when borrowing from its shareholders, the

Company may not pledge its assets to the shareholders. When the Company borrows from a shareholder, the

interest may not be higher than the average interest rate offered by commercial banks of the locality where the

lender has his place of residence or business, which was in effect on the day of conclusion of the loan

agreement. In such a case, the Company and the shareholders shall be prohibited from negotiating a higher

interest rate;

6. to transfer all or part of the shares into the ownership of other persons;

7. to force other shareholders to sell their shares to them or to force other shareholders to buy their shares from

them in cases and manner prescribed by the Law on the Law on Securities Market;

8. other property rights established by laws.

An ordinary registered share grants the following non-property rights to its holder (shareholder):

1. to attend the General Meetings of Shareholders;

2. to vote at General Meetings of Shareholders according to voting rights carried by their shares. One ordinary

registered share carries one vote;

3. to receive information on the Company specified by laws;

4. to file a claim with the court for reparation of damage resulting from nonfeasance or malfeasance by the

Company’s Chief Executive Officer and the Management Board members of their obligations prescribed by laws

or these Articles of Association as well as in other cases laid down by laws;

5. other non-property rights established by laws.

20. Restrictions on Disposal of Securities

None.

21. Shareholders

As at 31 December 2023, in total there were 911 shareholders of UTENOS TRIKOTAŽAS AB.

The shareholders that owned or controlled more than 5 per cent of the Issuer’s authorised share capital as at 31

December 2023 were as follows:

Shareholder’s

name

Company code

Address, country

Number of ordinary

registered shares

held (thousand)

Ownership

interest in the

authorised share

capital (per cent)

Voting rights

(per cent)

SBA Grupė

UAB

132206739

Upės str. 21, Vilnius,

Lithuania

8,771

92.31

Other

shareholders

732

7.69

24. All Mutual Agreements Between Shareholders of Which the Issuer is Aware and Due to Which Restrictions

on Transfer of Securities and/or Voting Rights May Be Imposed

None

25. Employees

Average number of employees of UTENOS TRIKOTAŽAS AB group companies at the end of the period, by companies:

Distribution of staff related costs (thousand EUR) by companies:

Company name

2023

2022

Change, %

UTENOS TRIKOTAŽAS, AB

8,389

10,182

(17.6)

Šatrija, AB

2,282

2,128

7.2

MTF Mrija, PAT

422

571

(26.1)

Gotija, UAB

Aboutwear, UAB

(100)

11,093

12,980

(14.5)

Company name

31/12/2023

31/12/2022

Change, %

UTENOS TRIKOTAŽAS, AB

539

662

(18.6)

Šatrija, AB

155

132

17.4

MTF Mrija, PAT

102

123

(17.1)

Gotija, UAB

100

Aboutwear, UAB

100

798

919

(13.2)

The average monthly wages of the Company’s employees before taxes (EUR):

Average monthly salary of the Company’s employees is calculated as payroll expense (before taxes) / FTE.

Group

Company

Group of employees

2023

2022

Change, %

2023

2022

Change,%

Executives

4,244

4,716

(10.0)

10,405

12,464

(16.5)

Managers

2,983

2,811

6.1

2,861

2,848

0.5

Specialists

1,491

1,521

(2.0)

1,599

1,573

1.6

Workers

985

968

1.8

1,116

1,071

4.2

1,200

1,178

1.9

1,353

1,301

4.0

The consolidated Group (hereinafter “the Group”) consists of the Company and the following subsidiaries:

Registered office

Group’s share (%) as at 31

December

Activity

2023

2022

Šatrija, AB

Šatrijos str. 3, Raseiniai

89.78

Manufacture of wearing

apparel

Gotija, UAB

Laisvės str. 33, Kaunas

100.00

Retail trade

MTF Mrija, PAT

Tomas Masarik str.13,

Mukačiov, Cietokšna iela 60

98.95

Production of knitted

articles

Aboutwear, UAB

Laisvės ave. 3, Vilnius

100.00

80.00

Retail and wholesale

trade

22. Shareholders Holding Special Control Rights and Descriptions of These Rights

None.

23. All restrictions regarding voting rights

None.

Information on distribution of employees of UTENOS TRIKOTAŽAS by education (data as at 31 December 2023):

Group of

employees

Number of

employees

Higher -

university

Further

Vocationa

Secondar

Basic

Higher non-

university

Executives

Specialists

107

Workers

372

116

114

519

114

130

117

26. Heads of the Group companies

Company name

Chief Executive Officers

UTENOS TRIKOTAŽAS, AB

Nomeda Kaučikienė (since 03/05/2022)

Šatrija, AB

Giedrius Grondskis

MTF Mrija, PAT

Tatjana Roshchina

Gotija, UAB

Renata Varaneckienė (since 01/07/2022)

Aboutwear, UAB

Renata Varaneckienė (since 01/06/2022)

27. Management Incentives

According to the Remuneration Policy, management incentives are assigned by the decision of the Management Board

taking into account the objectives met.

28. Amendment Procedure of the Issuer’s Articles of Association

The Articles of Association of the Company shall be amended by the decision of the General Meeting of Shareholders adopted

in the manner prescribed by laws, except in cases specified in the Lithuanian Law on Companies. Following the decision by

the General Meeting of Shareholders to amend the Company’s Articles of Association, the full text of the amended Articles

of Association shall be drawn up. The text is signed by the person authorised by the General Meeting of Shareholders.

The Company’s issued capital amounts to EUR 2,755.9 thousand and is divided into 9,503,000 ordinary registered shares

with par value of EUR 0.29 each.

29. Issuer’s Governing Bodies

The governing bodies of the Company are listed below.

General Meeting of Shareholders

Meeting

Audit Committee

Management Board

Chief Executive Officer

The Articles of Association of UTENOS TRIKOTAŽAS AB stipulate that the Company shall have the following governing

bodies: the General Meeting of Shareholders, the Management Board and the Chief Executive Officer. The Supervisory

Board shall not be set up at the Company.

The Management Board shall be granted all powers stipulated in the Company’s Articles of Association including powers

assigned to it by laws. The Management Board shall deal with deliberation of collegial issues and decision making.

The Management Board considers and approves the Company's business strategy, the Company's management structure

and the positions of employees. The Management Board elects and recalls the Company's Chief Executive Officer,

determines his/her remuneration and other terms and conditions of employment. The Management Board shall determine

the information which shall be considered to be the Company's business secrets. The Management Board shall analyse and

evaluate the Company's draft annual and consolidated financial statements and draft appropriation of profit (loss) and submit

them to the General Meeting of Shareholders. The Management Board shall also take any other decisions within the

competence of the Management Board as provided for by law, the Company's Articles of Association or the decisions of the

General Meeting of Shareholders. The Management Board shall be responsible for convening and holding General Meetings

of Shareholders in a timely manner. The Management Board of UTENOS TRIKOTAŽAS AB is elected from 6 members for a

period of four years.

The Audit committee consists of 2 (two) independent members. The Audit committee members by the submission of the

Management Board are being appointed and withdrawn by the General Meeting of Shareholders. The members of the

Committee are elected for the term of 4 (four) years.

During the reporting period 2023, the Audit committee held 4 (four) meetings (on 18 January 2023, on 29 March 2023, on 29

September 2023 and 28 November 2023). During the meetings, the Audit Committee considered the questions which fall

under its competency.

The shareholders meeting held on 26 April 2017 approved the Terms of Reference of the Audit Committee of UTENOS

TRIKOTAŽAS. Šarūnas Radavičius and Inga Kuktienė were elected as independent members of the Audit Committee by the

meeting of shareholders held on 30 November 2021.

Šarūnas Radavičius (born in 1968)

Independent member of the audit committee of UTENOS TRIKOTAŽAS AB since 30 November 2021 elected for the period

of 4 years.

Education:

• Vilnius University, Accounting and Control (1993), certified auditor of Lithuania;

Workplace:

• Saluma, MB, Head of the company;

Participation in the management of other companies:

• Founder of Saluma, MB;

• Independent member of the audit committee of AKROPOLIS GROUP, UAB;

• Independent member of the audit committee of AB Klaipėdos nafta.

• Member of the Presidium of the Lithuanian Chamber of Auditors;

Inga Kuktienė (born in 1980)

Independent member of the audit committee of UTENOS TRIKOTAŽAS AB since 30 November 2021 elected for the period

of 4 years.

Education:

• Vilnius University, Master’s degree in Service Management, and Stockholm University, Bachelor’s degree in

Economics and Management, certified auditor of Lithuania and risk management specialist;

Workplace:

• UAB Foxpay Chief Compliance and Chief Risk Officer (CCRO).

Responsibilities of the Audit Committee:

o to observe the process of preparation of the Company’s financial reports;

o to review the systems of internal control, risk management and internal audit, if it exists in the Company;

o to observe the process of external audit;

o to observe how the external auditor or audit company follows the principles of independence and objectivity;

o to provide the Management Board of the Company with written recommendations regarding the selection,

appointment and recall of an external audit company.

o To immediately inform the Chief Executive Officer of the Company about information provided by the audit

company to audit committee about audit related problematic issues especially when significant control defects

related to financial statements occur.

Rights of the Audit Committee:

• to get complete information and/or documents (their copies) needed for the audit committee to perform their duties.

On the Audit Committee request, administration of the Company must provide the information and/or documents

(their copies) to the Audit Committee within 3 working days.

• To get complete information on details of accounting, financial and other operations of the Company. On the Audit

Committee request, administration of the Company as well as on its own initiative must inform the Audit Committee

of the methods used to account for significant and / or unusual transactions where the accounting treatment may be

open to different approaches. In such case, a special consideration should be given to the Company’s operations in

off shores and / or activities carried out through special purpose vehicles (organisations), for the purpose to clarify

the justification of such operations.

The members of the Audit Committee may be remunerated for their operations. Remunerations and the payment terms are

determined by the submission of the Management Board by the General Meeting of Shareholders.

30. Members of the Collegial Bodies, the Chief Executive Officer, the Chief Financial Officer.

As at 31 December 2023:

Position

Full name

Number of the

Issuer’s shares held

Start of the

term of office

End of the term of

office

Management Board

Chairwoman

Dovilė Tamoševičienė

30/04/2021

28/04/2025

Member

Jelena Grišina

29/04/2022

28/04/2025

Independent member

Artūras Užgalis

28/04/2021

28/04/2025

Independent member

Neringa Vaitelytė

03/01/2023

28/04/2025

Member

Vytaytas Vaškys

03/01/2023

28/04/2025

Head of Administration and Chief Financial Officer

Chief Executive Officer

Nomeda Kaučikienė

03/05/2022

Chief Financial Officer

Aurimas Likus

01/07/2023

Audit Committee

Member of the Audit

Committee

Šarūnas Radavičius

30/11/2021

30/11/2025

Member of the Audit

Committee

Inga Kuktienė

30/11/2021

30/11/2025

Remuneration was paid to the members of a collegial body of the Company (Members of the Management Board, Members

of the Audit Committee) for their work.

Information about the Management Board members:

Dovilė Tamoševičienė (born in 1978)

Chairwoman of the Management Board of UTENOS TRIKOTAŽAS AB since 28 April 2021.

Education:

• Vilnius University, Master’s degree in Economics.

Workplace:

• SBA Grupė, UAB, Director of Business Control;

Participation in the management of other companies:

• Kauno Baldai AB, member of the Management Board;

• Šatrija AB, Chairwoman of the Management Board;

• SBA Competence and Service Centre UAB, member of the Management Board;

• Robotex UAB, Chairwoman of the Management Board;

• Klaipėdos Baldai AB, member of the Supervisory Council;

• Šilutės Baldai, AB, member of the Supervisory Council;

• SBA Modular, UAB, member of the Management Board.

Jelena Grišina (born in 1979)

UTENOS TRIKOTAŽAS AB, member of the Management Board since 29 April 2022.

Education:

• Vilnius University, Master’s degree in Finance;

• Klaipėda University, Bachelor’s degree in Maritime Economics.

Workplace:

• SBA Grupė, UAB, Head of Development.

Participation in the management of other companies:

• SBA Competence and Service Centre UAB, member of the Management Board.

Vytautas Vaškys (born in 1967)

UTENOS TRIKOTAŽAS AB, member of the Management Board since 3 January 2023.

Education:

• Kaunas University of Technology, Master's degree in Civil Engineering - Technology;

• Kaunas University of Technology, Master's degree in International Management and Business Administration

(EMBA.

Workplace:

• SBA Grupė, UAB, Director of Business Risks;

• Landmor, UAB, Director;

• Sevenmor, UAB, Director;

• Evenland, UAB, Director;

• SBA Modular, UAB, Director;

• Industrial Investment International, UAB, Director;

Participation in the management of other companies:

• Kauno Baldai AB, member of the Management Board;

• Šatrija AB, member of the Management Board;

• SBA Urban, UAB, member of the Management Board.

• PAT Mrija OOO, member of the Supervisory Council;

• SBA Competence and Service Centre, UAB, member of the Management Board;

• Robotex UAB, member of the Management Board;

• SBA Modular, UAB, member of the Management Board.

Neringa Vaitelytė (born in 1979)

UTENOS TRIKOTAŽAS AB, Independent member of the Management Board since 3 January 2023.

Education:

• Vilnius University, Master’s degree in Economics.

• Klaipėda University, Bachelor’s degree in Economics.

Workplace:

• Barbora, UAB, Head of E-Commerce;

Participation in the management of other companies:

• None.

Artūras Užgalis (born in 1989)

UTENOS TRIKOTAŽAS AB, Independent member of the Management Board of since 28 April 2021.

Education:

• Mykolas Romeris University, Master’s degree in Leadership and Change Management;

• Kaunas University of Technology, Bachelor’s degree in Food Technology and Engineering.

Workplace:

• Dealja, MB, Director;

31. Information on Significant Agreements

100

The Company has not concluded any significant agreements in which the Company is a party to and which would come into

effect, change or terminate as a result of the change in the control of the Company.

32. Information on the Compliance with the Governance Code

UTENOS TRIKOTAŽAS AB complies with the principles of Corporate Governance Code for the Companies Listed on Vilnius

Stock Exchange.

33. Information on Transactions with Related Parties

Results of transactions with related parties performed in 2023 are disclosed in the notes to the financial statements of

UTENOS TRIKOTAŽAS AB for the period ended as at 31 December 2023.

34. Data on Publicly Announced Information

The Company announces information on significant events (as well as other information required by laws) through the system

of information disclosure and communication Globe Newswire. Publicly announced information is also available on the

Company’s website at www.ut.lt and on the website of the Vilnius Stock Exchange at www.baltic.omxgroup.com.

35. The Company’s Auditor

For the purpose of the audit of the set of financial statements of UTENOS TRIKOTAŽAS AB for the year 2023, a contract

has been concluded with KPMG Baltics, UAB (legal entity code: 111494971, registered office address: Lvivo St. 101, Vilnius

08104, Vilnius city municipality). The set fee for the audit services is EUR 37,550 plus VAT, for the year 2024 (if extended)

– EUR 37,550 plus VAT. UTENOS TRIKOTAŽAS AB undertakes to reimburse additional costs incurred, plus VAT.

The additional costs shall consist of directly incurred costs up to a maximum of EUR 600, excluding VAT, plus 1% of the

previously indicated remuneration. The fee for the audit services to AB Utenos trikotažas Group for 2023 amounts to EUR

51,300 plus VAT. The translation of the financial statements into English will be provided by KPMG Baltics, UAB. The fee for

translation services is EUR 1,500 plus VAT.

36. General Information on the Group of Companies

36.1. Companies that Constitute the Group, Their Contact Data and Principle Activities

Company name

Šatrija, AB

Legal form

Joint-stock company

Registration date and place

Registered in 1955, address: Šatrijos str. 3, 4400 Raseiniai

Company code

172285032

Address

Šatrijos St. 3, 4400 Raseiniai

Telephone

8 (428) 70611

Fax

8 (428) 70611

E-mail

raseiniai@satrija.lt

Website

www.satrija.lt

Principal activities

Manufacture of wearing apparel

Company name

Mukačevska Trikotažnaja Fabrika Mrija PAT

Legal form

Open joint-stock company

Registration date and place

Registered in 1971, address: Tomas Masarik St.13, 89600 Mukachevo, Ukraine

Company code

00307253

Address

Tomas Masarik str.13, 89600 Mukachevo, Ukraine

Telephone

+ 380 (3131) 52780

Fax

+ 380 (3131) 52780

E-mail

mriya@mriya.ut.lt

Website

www.mriyamukachevo.com

Principal activities

Production of knitted articles

Company name

Gotija, UAB

Legal form

Private limited-liability company

Registration date and place

Registered in 1994, Laisvės ave. 33, Kaunas

Company code

134181619

Address

Laisvės ave. 33, Kaunas

Telephone

8 (37) 205879

Fax

8 (37) 205879

101

E-mail

gotija@ut.lt

Website

None

Principal activities

Retail trade in knitwear products

Company name

Aboutwear, UAB

Legal form

Private limited-liability company

Registration date and place

Registered in 2021, address: Laisvės ave. 3, Vilnius, Vilnius city municipality, 04215

Company code

305758870

Address

Laisvės ave. Laisvės ave. 3, Vilnius, Vilnius city municipality

Telephone

+370 (610) 25063

Fax

E-mail

help@aboutwear.com

Website

www.aboutwear.com

Principal activities

Retail and wholesale trade

Subsidiaries Šatrija AB, PAT MTF Mrija, Gotija UAB, Aboutwear UAB do not trade in securities in regulated markets.

37. Information on harmful transactions in which the issuer is a party (transactions that are not consistent with the

Company’s objectives or usual market terms and conditions, infringe interests of the shareholders or other

stakeholders).

There were no harmful transactions (those that are not in line with issuer‘s goals, not under usual market terms, harmful to

the shareholders or stakeholders’ interests) made in the name of the issuer that had or potentially could have negative effects

in the future on the issuer’s activities or business results. There were also no transactions where a conflict of interest was

present between issuer’s management’s, controlling shareholders’ or other related parties’ obligations to the issuer and their

private interests.

38. Diversity Policy

The election of the Company's Chief Executive Officer, members of the governing and supervisory bodies is subject to a

diversity policy. Diversity criteria such as gender, age, geographic origin, education and work experience should be applied in

the composition of the top-level management team, subject to the law. For more information on diversity policies, see section

14.4.2.

39. Corporate Governance

(Information is prepared in accordance with the Law of the Republic of Lithuania on Companies Financial Reporting (IX575),

effective from 29 November 2017, applicable to reporting periods beginning on or after 1 of January 2017).

39.1 A reference to the applicable Corporate Governance Code and where it is publicly disclosed and/or by reference

to the publicly available complete information on corporate governance practices

The Company provides information on compliance with the applicable Corporate Governance Code in 2023 in the Annex to

the Consolidated Annual Management Report. The Company publishes its annual reports on the web page in Investors

section.

39.2 If the provisions of the applicable Corporate Governance Code are divergent and/or non-compliant, the

provisions for which the derogations and/or non-compliance and the reasons

The Company publishes this information in 2023 in the Annex to the Consolidated Annual Report on Compliance with the

Corporate Governance Code, 'Yes/No/Not applicable' and 'Comment'.

39.3 Information on risk scale and risk management: Description of risk management related to the financial

statements, risk mitigation measures and the Company's internal control system

The preparation of the Company’s consolidated financial statements, internal control and financial risk management systems,

compliance with the legislation regulating the preparation of consolidated financial statements are monitored by the Audit

Committee.

The Company is responsible for the supervision and final oversight of the preparation of consolidated financial statements.

The Company is constantly reviewing International Financial Reporting Standards (IFRSs) to ensure timely implementation of

all IFRS developments in the financial statements, analyse transactions that are significant to the Company and the Group’s

activities, ensure collection of information from the Group companies, and timely and correct processing and preparation of

that information for the financial statements, periodically informing the Management Board of the Company on the progress

of preparation of financial statements.

39.4 Information on significant direct or indirect shareholdings

The Company discloses significant direct or indirect shareholdings in note 1 to the consolidated and the Company’s financial

statements for 2023.

39.5 Information on shareholders with specific control rights and a description of these rights

102

Nomeda Kaučikienė,

Chief Executive Officer 5 April 2024

The Company does not have shareholders with special control rights.

39.6 Information on all existing limitations of voting rights, such as a certain percentage of votes or the number of persons

entitled to vote, restrictions on the use of voting rights or systems in which the property rights granted by the securities are

separated from the holder of the securities

The Company does not impose any restrictions on rights.

39.7 Information on the rules governing the election and amendment of the Management Board members, as well as

changes to the Articles of Association of the Company

The Company does not have the rules governing the election and amendment of the Board members. The Board of the

Company acts in accordance with the Law on Companies, the Articles of Association of the Company, the Rules of Procedure

of the Management Board and other legal acts. The members of the Management Board are always working to benefit the

Company and its shareholders.

The procedure for changing the Company’s Articles of Association does not differ from the Law on Companies.

39.8 Information on the powers of the members of the Management Board.

The members of the Management Board of the Company act in accordance with the Law on Companies, the Articles of

Association, the Rules of Procedure of the Management Board and other legal acts, and do not have special powers. The

members of the Management Board are always working to benefit the Company and its shareholders.

39.9 Information on the competence of the General Meeting of Shareholders, the rights of shareholders and their

implementation, if this information is not provided by law

The Company provides information about the competence of the General Meeting, the shareholders’ rights and their

implementation, as well as the organisation of meetings of shareholders present in 2023 in the Annex to the Annual

Management Report on Compliance with the Corporate Governance Code in 2023.

39.10 Information on the composition of the governing, supervisory bodies and their committees, and the areas of

activity of theirs and the head of the company

The Company provides information on the members of the Management Board, the Chief Executive Officer of the Company

in the Notes 26, 29, 30 of the Consolidated Annual Management Report for 2023, which outline the scope of the management’s

activities, mention is made of other important information related to the positions held.

39.11 A description of the diversity policy for the election of the members of the company's management, governing

and supervisory bodies, including aspects such as age, gender, education, professional experience, the objectives

of the policy, and the ways in which it has been implemented and the results achieved during the reporting period. If

the diversity policy does not apply, the reasons for non-application are explained.

The election of the members of the Management Board and the Chief Executive Officer of the Company is subject to the

diversity policy.

39.12 Information on the remuneration of each member of the governing and supervisory body (average salaries paid

during the reporting period, with a separate indication of bonuses, additions, fees, and other benefits)

The members of the Company's Management Board are elected by the shareholders' meeting for a term of four years and do

not have employment contracts as they represent the shareholders and are not employees of the Company. Based on the

resolution of the Ordinary General Meeting of Shareholders, while approving the profit appropriation report, the members of

the Management Board may be granted tantjems for their work in the Management Board. The Company has not granted

any loans, guarantees or sureties to the members of the governing bodies to ensure the fulfilment of their obligations.

The Management Board approves the main terms of the employment contract of the management team members. Information

on the remuneration paid to the heads of the Company and the Group is disclosed in Note 25 to the financial statements of

the Company and the Group.

Information on remuneration of the Management Board members is presented in the Remuneration report.

39.3 Information on all agreements between shareholders (their essence, terms and conditions).

To the Company’s knowledge, the shareholders have no mutual agreements.

40. Subsequent events

Subsequent events are disclosed more extensively in the financial statements.

There were no other significant subsequent events until the approval date of the financial statements that could have a material

effect on the Group’s and the Company’s financial statements.

103

REMUNERATION REPORT

Remuneration of Governing Bodies

Remuneration Policy

The Executive Remuneration Policy (hereinafter referred to as “the Remuneration Policy”) lays down the principles for

remuneration to the Chief Executive Officer and members of the Management Board of UTENOS TRIKOTAŽAS AB, and to

define the main provisions to be followed by the Company bodies in determining the monthly remuneration or any other pay

to the Chief Executive Officer and members of the Management Board of UTENOS TRIKOTAŽAS AB for work/activities and

setting a variable part of the remuneration (if applicable under the Remunertion Policy).

Principles laid down in the Remuneration Policy define the following elements of the Executive Remuneration:

- A fixed part of the remuneration – monthly salary (hereinafter – Fixed Part);

- A variable part of the remuneration – remuneration for the achievement of objectives/indicators (hereinafter –

Variable Part); or

- Other financial remuneration.

The Remuneration Policy shall apply to the Chief Executive Officer and members of the Management Board (hereinafter -

Executives) of the Company.

The Remuneration Policy contributes to the Company’s strategy, long-term objectives and interests, i.e.:

- Orientation to the business strategy and dynamism: the Remuneration Policy contributes to the implementation of

the Company’s strategy. The policy must be dynamic, responsive to the market situation, needs of the organisation,

business development priorities and plans, and must encourage the required change in the organisation.

- Result orientation: the Remuneration Policy encourages to achieve organisational and personal objectives, to build

competitive advantages and to improve.

- External competitiveness – the Remuneration Policy reflects market trends; it is aimed at attracting and retaining

Executives of the required qualifications for the Company.

The Remuneration Policy is aimed at providing appropriate incentives to the Company's Executives whose personal activities

have a significant impact on the Company’s business and on respecting organisational values in the Company’s activities.

Where the same person holds the position of the Chief Executive Officer and a member of the Management Board of the

Company or the position of a member of the Management Board and another job in the Company and/or in another company

of the Group in which the Company is a part (hereinafter – affiliated company), a single type of remuneration shall be paid

to such an Executive, i.e. total remuneration for holding the position of the Chief Executive Officer or total remuneration for

the job (the remuneration principles for other jobs in the Company are laid down in the SBA Group remuneration policy), but

no additional remuneration shall be paid for duties as the member of the Management Board.

The Remuneration Policy must be applied in such a way as to avoid any discrimination on the basis of gender and on other

grounds. Men and women shall be equally remunerated for the same or an equivalent job/activity. In terms of implementing

the principles of gender equality and non-discrimination on other grounds, discrimination-free Executive Remuneration

means discrimination-free remuneration for work/activity and any additional amounts paid under this Remuneration Policy.

Principles of Determining Remuneration

The monthly salary of the Chief Executive Officer shall be determined by the decision of the Management Board of the

Company, and the monthly salary to the members of the Management Board shall be determined by the decision of the

General Meeting of Shareholders. In all cases, the principle of internal equity must be respected when determining the

Executive's monthly salary, taking into account the Job Level or activity performed by the person where the remuneration to

a member of the Management Board, who does not have employment relationship with the Company, is determined.

The monthly salary of Executives shall be reviewed based on:

- The performance of the Company – the achievement of the Company’s annual and/or long-term objectives.

- The budget for remuneration approved by the Company.

The Remuneration Policy provides for the possibility of Variable Part of remuneration for the Chief Executive Officer to

encourage the achievement of the Company’s annual and long-term objectives. The Variable Part shall not be allocated or

paid to the members of the Management Board. The Management Board of the Company shall approve the objectives, and

weights and indicators of the objectives. The following objectives may be set:

- financial;

- operational;

- manufacturing;

- qualitative.

The annual Variable Part paid to the Chief Executive Officer shall be calculated and paid when not less than 100 per cent of

the Company’s objectives have been achieved. The Management Board of the Company shall determine the amount of the

annual Variable Part. The annual Variable Part shall not be higher than 75 per cent of the annual salary of the Chief Executive

Officer. No provision is made for the payment of the annual Variable Part. The Management Board of the Company may

decide to apply long-term incentives and establish their principles.

104

Upon the termination of the employment contract, the Chief Executive Officer shall be entitled to the severance pay provided

for in the Labour Code of the Republic of Lithuania (if the Chief Executive Officer is at all entitled to it under the law), unless

the parties agree on a different severance pay in the employment contract.

No prior arrangements on the conditions for early retirement shall apply to the Executives.

In 2023, UTENOS TRIKOTAŽAS AB paid remuneration to independent members of Management Board. There were no

transactions with the Executives granting shares or share options.

The tables provide information on the pre-tax remuneration to the members of the governing bodies accrued in euros.

Remuneration of members of the governing bodies in 2023

Remuneration of members of the governing bodies in 2022

Remuneration of employees of the parent company and the Group companies

In 2023, the remuneration fund of the parent company amounted to EUR 8.39 million (2022: EUR 10.18 million). The total

remuneration fund of the Group in 2023 amounted to EUR 11.09 million (in 2022: EUR 12.98 million). The tables below show

the average monthly salary of staff from 2019 to 2023 in euros before tax (FP and VP). The number of staff is measured in

full-time equivalents.

Full name

Position

Fixed Part

Variable

Part

Another

financial

remuneration

In total

Dovilė Tamoševičienė

Chairwoman of the

Management Board

Artūras Užgalis

Independent member of the

Management Board

Neringa Vaitelytė

Independent member of the

Management Board

Jelena Grišina

Member of the Management

Board

Vytautas Vaškys

Member of the Management

Board

Nomeda Kaučikienė

Chief Executive Officer

124,856

Full name

Position

Fixed Part

Variable

Part

Another

financial

remuneration

In total

Dovilė Tamoševičienė

Chairwoman of the

Management Board

Artūras Užgalis

Independent member of the

Management Board

15,708

Nortautas Luopas

Independent member of the

Management Board

1,305

Jelena Grišina

Member of the Management

Board

Nerijus Kalinauskas

Member of the Management

Board

Vytautas Vaškys

Member of the Management

Board, later the Chief

Executive Officer

17,401

Nomeda Kaučikienė*

Chief Executive Officer

86,678

Petras Jašinskas

Chief Executive Officer

45,487

* In 2022, Nomeda Kaučikienė, the Chief Executive Officer of UTENOS TRIKOTAŽAS AB, was paid also for other positions held in the

Company.

105

Average monthly salary of the parent company’s employees in EUR before taxes

** Effective from 2019, there was a change in taxation of remuneration.

Average monthly salary of the Group’s employees in EUR before taxes

** Effective from 2019, there was a change in taxation of remuneration.

Changes in the Company’s and the Group’s results during 2019–2023 (EUR’000)

Indicator

2023

2022

2021

2020

2019

Group

Parent

company

Group

Parent

company

Group

Parent

company

Group

Parent

company

Group

Parent

company

EBITDA

(defined in

section 7)

(1,554)

(1,455)

(531)

(666)

(1,919)

(1,310)

1,184

778

1,710

1,337

Net profit

(2,554)

(2,495)

(1,920)

(2,736)

(3,111)

(2,948)

(422)

(273)

763

1,798

Employment

group

2023

2022

2021

2020

2019

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

CEO

10,405

12,464

10,457

9,951

11,081

Managers

2,861

2,848

2,757

2,527

1,947

Specialists

101

1,599

127

1,573

161

1,298

128

1,434

142

1,289

Workers

378

1,116

487

1,071

507

989

496

1,008

554

842

Employment

group

2023

2022

2021

2020

2019

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

Number of

employees

Average

salary**

CEO

4,244

4,716

7,158

5,166

5,949

Managers

2,983

2,811

2,847

1,863

1,365

Specialists

126

1,491

154

1,521

191

1,239

153

1,129

177

990

Workers

589

985

710

968

757

880

737

862

869

641

106

APPENDIX TO THE ANNUAL MANAGEMENT REPORT

NOTICE OF UTENOS TRIKOTAŽAS AB ON COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE FOR

COMPANIES LISTED ON THE VILNIUS STOCK EXCHANGE IN 2023

UTENOS TRIKOTAŽAS AB (hereinafter referred to as the “Company”), acting in compliance with Article 22(3) of the Law of

the Republic of Lithuania on Securities and paragraph 24.5 of the Listing Rules of AB NASDAQ Vilnius, hereby discloses

how it complies with the Corporate Governance Code for the Companies listed on NASDAQ Vilnius as well as its specific

provisions or recommendations. In case of non-compliance with this Code or some of its provisions or recommendations,

the specific provisions or recommendations that are not complied with must be indicated and the reasons for such non-

compliance must be specified; in addition, other explanatory information indicated in this form must be provided.

PRINCIPLES / RECOMMENDATIONS

YES / NO / NOT

APPLICABLE

COMMENTARY

1. Principle: General Meeting of Shareholders, equitable treatment of shareholders and shareholder rights

The corporate governance framework should ensure equitable treatment of each shareholder. The corporate governance

framework should protect the rights of the shareholders.

1.1. All shareholders should be furnished with equal opportunity to

familiarise with information provided for in legislation and (or)

documents and participate in the decision-making process regarding

significant corporate issues.

Yes

Yes, all shareholders have an

opportunity to familiarise with

information.

1.2. 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 their holders.

Yes

The ordinary registered shares

which make the authorised capital of

the Company give the equal rights

for all share owners.

1.3. 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

The ordinary registered shares

which make the authorised capital of

the Company give the equal rights

for all share owners.

1.4. Exclusive transactions that are especially important, such as

transfer of all or almost all of the company's assets, which would

basically mean the transfer of the company, should be subject to

approval of the General Meeting of Shareholders.

Not applicable

None of such transactions were

made. The Company follows the

provisions of the Law on Companies

and the Company’s Articles of

Association.

1.5. Procedures of organising and participating at the General

Meeting of Shareholders should ensure equal opportunities for the

shareholders to effectively participate at the General Meetings of

Shareholders and should not prejudice the rights and interests of the

shareholders. The venue, date, and time of the general meeting of

shareholders should not hinder wide attendance of the shareholders.

In the notice about the general meeting of shareholders being

convened, the company should specify the date when draft

resolutions to be proposed should be last submitted.

Yes

No comment

107

1.6. In order to ensure the right of access to information of

shareholders residing abroad, it is recommended that, where

possible, the documents prepared for the general meeting of

shareholders be made public in advance not only in Lithuanian, but

also in English and/or other foreign languages. It is recommended that

the minutes of the General Meeting of Shareholders after signing

them and/or adopted resolutions should be also published not only in

Lithuanian language, but in English and /or other foreign languages.

It is recommended to place this information on the company’s

website. Documents may be publicly available to the extent that

publishing of these documents is not detrimental to the company or

the company’s commercial secrets are not revealed.

Yes

No comment

1.7. Shareholders who are entitled to vote should be furnished with

the opportunity to vote in the General Meeting of Shareholders in

person and in absentia. Shareholders should not be prevented from

voting in writing in advance by completing the general voting ballot.

Yes

No comment

1.8. In order to increase opportunities for shareholders' to participate

in General Meetings of Shareholders, it is recommended that

companies should make greater use of modern technology to enable

shareholders to participate and vote in General Meetings of

Shareholders by means of electronic communications. In such cases

security of transmitted information and a possibility to identify the

identity of the participating and voting person should be guaranteed.

The Company does not have

opportunities to apply modern

technologies to voting at general

meetings of shareholders with a view

to ensuring security of shareholders’

rights due to legal regulation being

incompletely clear.

1.9. It is recommended to disclose in the notice of the draft decisions

of the convened general meeting the new nominations of the

members of the collegial body, their proposed remuneration, and the

proposed appointment of the audit firm, if these issues are included

in 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

This information about candidates for

the Management Board was provided

to shareholders together with the

notice about the convening of the

general meeting of shareholders (in

accordance with requirements of the

Law on Companies of the Republic of

Lithuania) during which members of

the Management Board were elected,

and with the agenda of the general

meeting of shareholders.

1.10 Members of the Company’s collegial governing body, heads

of the administration

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.

For the purposes of this Code, heads of the administration are the

employees of the company who hold top-level management positions.

Yes

No comment

108

2. Principle: Supervisory Board

2.1. 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 governing bodies

as well as constantly provide recommendations to the governing bodies of the company.

The Supervisory Board should ensure the integrity and transparency of the company’s financial accounting and

control system.

2.1.1. 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

There is no Supervisory Board.

2.1.2. 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

2.1.3. 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

2.1.4. 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

members

of the Supervisory Council should: a) maintain independence of their

analysis and decision-making; b) not seek or accept any unjustified

might privileges that compromise their independence.

Not

applicable

2.1.5. 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

2.1.6. 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

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.

109

2.2. Formation of the Supervisory Board

The procedure of the formation of the Supervisory Council should ensure proper resolution of conflicts of interest,

and effective and fair corporate governance.

2.2.1. 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

2.2.2. 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

2.2.3. Chair of the Supervisory Board should be a person whose

current or past positions constituted no obstacle to carry out impartial

activities. A former Head of the company or a member of the

Company's Management Board 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

2.2.4. 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

2.2.5. 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

2.2.6. 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

110

2.2.7. 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 organisation 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

3. Principle: Management Board

3.1. 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.

3.1.1. 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

No comment

3.1.2. As a collegial governing 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

No comment

3.1.3. 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 the executives.

Yes

No comment

3.1.4. Moreover, the Management Board should ensure that the

measures included into the OECD Good Practice Guidance

Internal Controls, Ethics and Compliance are applied at the company

in order to ensure adherence to the applicable laws, rules and

standards.

Yes

No comment

3.1.5. When appointing the Head of the Company, the Management

Board should take into account the appropriate balance between the

candidate’s qualifications, experience and competence.

Yes

No comment

_______________________

Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-

bribery/44884389.pdf

111

3.2. Formation of the Management Board

3.2.1. 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

Members of the governing bodies of

the Company work in a variety of

areas in other companies, which

ensures reasonableness of their

competences in respect of their held

positions.

3.2.2. 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 data provided

in this paragraph on its members and disclose it in the Company’s

Annual Management Report.

Yes

This information about candidates

for the Management Board was

provided to shareholders together

with the notice about the convening

of the general meeting of

shareholders (in accordance with

requirements of the Law on

Companies of the Republic of

Lithuania) during which members of

the Management Board were

elected, and with the agenda of the

general meeting of shareholders.

The required information on

members of the Management Board

is disclosed in Notes 29-30 to the

Company’s annual management

report.

3.2.3. All new members of the Management Board should be

familiarised with their duties and the structure and operations of the

company.

Yes

Newly appointed members of the

Management Board are familiarised

with their duties and the structure

and operations of the company.

3.2.4. 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

No comment

3.2.5. 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 Head

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

The Supervisory Board in not formed

at the Company, the chairman of the

Management Board is not and has

not been the Head of the Company.

3.2.6. Each member should devote sufficient time and attention to

perform his duties as a member of the Management Board. Should a

member of the Management Board attend less than a half of the

meetings of the Management Board throughout the financial year of the

company, the Supervisory Board of the company or, if the Supervisory

Board is not formed at the company, the General Meeting of

Shareholders should be notified thereof.

Yes

Members of the Company’s

Management Board perform their

duties in a responsible manner.

112

3.2.7. 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

, 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 required information on

members of the Management Board

is disclosed in Note 30 to the

Company’s Annual Management

Report.

3.2.8. 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

Remuneration to the members of the

Management Board is approved by

the General Meeting of Shareholders

of the Company.

3.2.9. 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

Members of the Company’s

Management Board perform their

duties in a responsible manner.

3.2.10. The Management Board should carry out an assessment of its

activities every year. It should include evaluation of the structure of the

Management Board, its work organisation 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.

No comment

4. Principle: 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 governing bodies.

4.1 The Management Board and the Supervisory Council, 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

Supervisory Council of the

Company

________________________

For the purposes of this Code, the criteria of independence of members of the Management Board are interpreted as the criteria of

unrelated parties defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.

113

4.2 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

uninterruptible 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

Meetings of the Management Board

are convened once per quarter and

more frequently when necessary.

4.3 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

No comment

4.4 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

applica

ble

Not applicable because there is only

the Management Board formed.

5. Principle: Nomination, remuneration and audit committees

5.1. Purpose and formation of committees

Committees should exercise independent judgement and integrity when performing their functions and provide with

recommendations concerning the decisions of the collegial body; nevertheless, the final decision should be

adopted by the collegial body.

The committees should act independently and in principle and make recommendations related to the decision of

the collegiate body, but the final decision is taken by the collegiate body itself.

5.1.1. 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

Yes

No comment

5.1.2. Companies may decide to set up less than three committees. In

such case companies should explain why they have chosen the

alternative approach, and how the chosen approach corresponds with

the objectives set for the three different committees.

114

5.1.3. 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

No comment

5.1.4. 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

The Audit Committee comprises two

independent members.

5.1.5. The authority of each committee formed should be determined by

the collegial body itself. Committees should perform their duties in line

with authority delegated to them and inform the collegial body on their

activities and performance on regular basis. The authority of each

committee defining its role and specifying its rights and duties should

be made public at least once a year (as part of the information disclosed

by the company on its governance structure and practice on an annual

basis). In compliance with the legal acts regulating the processing of

personal data, companies should also include in their annual reports

the statements of the existing committees on their composition, the

number of meetings and attendance over the year as well as the main

directions of their activities and performance.

Yes - the Audit Committee operates in

accordance with the approved

provisions of the Audit Committee.

Reports of the committees are not

published in the annual management

report.

5.1.6. 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

The Audit Committee has the right to

invite the Chief Executive Officer,

members of the Management Board, the

Chief Financial Officer, and other

employees responsible for finances, as

well as external auditors to participate in

its meetings.

5.2. Nomination Committee.

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).

115

5.2.1. Key functions of the Nomination Committee should be the following:

1) to select candidates to fill vacancies in the membership of supervisory

and governing 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 governing

body, prepare a description of the functions and capabilities required to

assume a particular position and assess the time commitment expected;

2) to assess, on a regular basis, the structure, size and composition of

the supervisory and governing 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) to devote the attention necessary to ensure succession planning.

There is no Nomination Committee.

5.2.2. 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 head of the company should be consulted by

granting him/her the right to submit proposals to the Nomination

Committee.

There is no Nomination Committee.

5.3. Remuneration Committee

The main functions of the Remuneration Committee should be as follows:

1) to submit to the collegial body proposals on the remuneration policy

applied to members of the supervisory and governing 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;

2) to 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;

3) to review, on a regular basis, the remuneration policy and its

implementation.

There is no Remuneration

Committee.

5.4. Audit Committee.

5.4.1. The key functions of the Audit Committee are defined in the legal

acts regulating the activities of the Audit Committee

Yes

The Audit Committee performs the

functions provided for in the

provisions of the Audit Committee.

5.4.2. All members of the committee should be furnished with complete

information on particulars of accounting, financial and other operations of

the company. 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 performs the

functions provided for in the

provisions of the Audit Committee.

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.

116

5.4.3. The Audit Committee should decide whether the participation of the

Chair of the Management Board, the Chief Executive Officer, the Chief

Financial 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 governing bodies

present.

Yes

No comment

5.4.4. The Audit Committee should be informed of the internal auditor’s

work program, and should be furnished with internal audit’s reports or

periodic summaries. The Audit Committee should also be informed of the

work program of the external auditor and should be furnished with report

disclosing all relationships between the independent auditor and the

company and its group.

Yes

No comment

5.4.5. 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 comment

5.4.6. 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

No comment

6. Principle: Prevention and disclosure of conflicts of interest

The corporate governance framework should encourage members of the Company’s supervisory and governing

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 governing bodies.

The corporate governance framework should recognise the rights of stakeholders as established by law and

encourage active co-operation between companies and stakeholders in creating the company value, jobs and

financial sustainability. For the purposes of this Principle, the concept “stakeholders” includes investors,

employees, creditors, suppliers, clients, local community and other persons having certain interest in the company

concerned.

Any member of the company’s supervisory and governing body should

avoid a situation, in which his/her personal interests are in conflict or may

be in conflict with the company’s interests. In case such a situation did

occur, a member of the company’s supervisory and governing body

should, within reasonable time, inform other members of the same

collegial body or the Company’s body that has elected him/her, or to the

Company’s shareholders about a situation of a conflict of interest, indicate

the nature of the conflict and value, where possible.

Yes

No comment

117

7. Principle: 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.

7.1. 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

No comment

7.2. 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 where the

company can recover the disbursed amounts or suspend the payments.

Yes

The Company is in compliance

with the legislation regulating

labour relations effective in the

Republic of Lithuania. The

Remuneration Policy comprises

fixed-rate and variable

components of remuneration;

according to the policy, the

variable component of

remuneration is not paid to

executives if the level of

implementation of objectives is

below 100 per cent.

7.3. 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

According to the Remuneration

Policy, the variable component of

remuneration is not paid to

members of the collegial bodies.

7.4. 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.

The Remuneration Policy defines

termination payments; however, it

does not provide for specific

thresholds of such payments.

7.5. 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.

Not

applicable

The Company does not anticipate

nor apply schemes according to

which members of collegial bodies

and heads of the administration

are remunerated with shares,

share options, etc.

118

7.6. 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 the executives

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 Company publishes a

remuneration report.

7.7. 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

The Remuneration Policy has

been approved by the General

Meeting of Shareholders.

8. Principle: Role of stakeholders in corporategovernance

The corporate governance framework should recognise 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. For the purposes of this Principle, the concept “stakeholders” includes investors,

employees, creditors, suppliers, clients, local community and other persons having certain interest in the company

concerned.

8.1.The corporate governance framework should ensure that the rights

and lawful interests of stakeholders are protected.

Yes

The Company has a collective

agreement concluded.

8.2.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 authorised capital, involvement of creditors

in corporate governance in the cases of the company’s insolvency, etc.

Yes

No comment

8.3.Where stakeholders participate in the corporate governance process,

they should have access to relevant information.

Yes

No comment

8.4.Stakeholders should be provided with the possibility of reporting

confidentially any illegal or unethical practices to the collegial body

performing the supervisory function.

Yes

No comment

119

9. Principle: 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.

9.1.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:

9.1.1. The financial and operating results of the company;

Yes

The information is published in the

Company’s financial statements,

and on websites of the Company

and the stock exchange.

9.1.2. Objectives and non-financial information of the company;

Yes

No comment

9.1.3. 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

No comment

9.1.4. members of the company’s supervisory and governing bodies

who are deemed independent, the head 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

No comment

9.1.5. 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;

No comment

9.1.6. potential key risk factors, the company’s risk management and

supervision policy;

Yes

No comment

9.1.7. the company’s transactions with related parties;

Yes

No comment

9.1.8. 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

No comment

9.1.9. structure and strategy of corporate governance;

Yes

No comment

9.1.10. initiatives and measures of social responsibility policy and anti-

corruption fight, significant current or planned investment

projects.

This list should be deemed as a minimum recommendation, while the

companies are encouraged not to limit themselves to disclosure of the

information specified in 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 comment

120

9.2.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

No comment

9.3.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 governing bodies and the head 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 governing bodies

and the head of the company should be disclosed, as provided for in

greater detail in Principle 7.

Yes

No comment

9.4.Information should be disclosed in such a way that neither

shareholders nor investors are discriminated with regard to the manner

or scope of access to information. Information should be disclosed to all

simultaneously.

Yes

The information is published on

websites of the Company and the

Vilnius stock exchange.

10. Principle: 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.

10.1. With a view to obtain an objective opinion on the Company’s

financial position and financial results, the Company’s annual financial

statements and the financial information provided in its annual report

should be audited by an independent audit firm.

Yes

No comment

10.2. 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

The Company complies with the

recommendation to have the

candidature for the audit firm to be

proposed to the General Meeting of

Shareholders by the Management

Board.

10.3. 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

Except for translation services, no

services other than the audit of the

financial statements were provided

during the audit.