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UAB „Partnerystės projektai keturi“
Consolidated and separate financial statements for the year ended
on 31 December 2023
Were drawn up according to the International Financial Reporting Standards as
adopted by the European Union
UAB „Partnerystės projektai keturi“
CONTENTS
2
PAGE
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS:
STATEMENT OF FINANCIAL POSITION
3
STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
4
STATEMENT OF CHANGES IN EQUITY
5
STATEMENT OF CASH FLOW
6
EXPLANATORY NOTES
7
1. General information
7
2. Summary of significant accounting principles
7
3. Financial risk management
15
4. Contract assets
17
5. Investments in subsidiaries
17
6. Prepayments
17
7. Other receivable amounts within one year
18
8. Cash and cash equivalents
18
9. Share capital and legal reserve
18
10. Loans received and interest payable
18
11. Income tax and deferred income tax
19
12. Revenue
20
13. Cost of sale
20
14. General and administrative expenses
20
15. Finance cos
20
16. Financial relations with the management of the Group
20
17. Related party transactions
21
18. Contingent assets and liabilities
22
19. First-time application of IFRS
22
20. Going concern
22
21. Events after the reporting period
22
CONSOLIDATED ANNUAL REPORT
23
CORPORATE GOVERNANCE REPORT
35
CONFIRMATION OF RESPONSIBLE PERSONS
36
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
STATEMENT OF FINANCIAL POSITION
AS OF 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
3
The Group
Notes
31 December
31 December
31 December
31 December
As of 1 January
2023
2022
2023
2022
2022
ASSETS
A.
NON-CURRENT ASSETS
I.
PROPERTY, PLANT AND EQUIPMENT
1 555
2 545
-
-
-
II.
CONTRACT ASSETS
4
14 518 800
2 422 808
-
-
-
III.
INVESTMENTS IN SUBSIDIARIES
5
-
-
4 000 000
2 500
2 500
IV.
LOANS TO COMPANIES
-
-
9 232 044
2 553 616
172 195
V.
ASSETS OF DEFERRED INCOME TAX
11
128 841
-
-
-
-
TOTAL NON-CURRENT ASSETS
14 649 196
2 425 353
13 232 044
2 556 116
174 695
B.
CURRENT ASSETS
I.
PREPAYMENTS
6
59 649
321175
-
-
-
II.
DEFERRED EXPENSES
OTHER
RECEIVABLE
AMOUNTS
7
14 373
21 726
2 670
-
-
III.
WITHIN ONE YEAR
11 530 971
142 652
16
16
16
IV.
CASH AND CASH EQUIVALENTS
8
1 826 754
10 173
963 940
2 460
4 327
TOTAL CURRENT ASSETS
13 431 747
495 726
966 626
2 476
4 343
TOTAL ASSETS
28 080 943
2 921 079
14 198 670
2 558 592
179 038
EQUITY AND LIABILITIES
C.
EQUITY
I.
SHARE CAPITAL
9
6 000 000
2 500
6 000 000
2 500
2 500
II.
LEGAL RESERVE
9
-
-
-
-
-
III.
RETAINED EARNINGS
(842 555)
(101 909)
26 156
(27 831)
(63 035)
TOTAL EQUITY
5 157 445
(99 409)
6 026 156
(25 331)
(60 535)
D.
LIABILITIES
ACCOUNTS PAYABLE AND OTHER
I.
NON-CURRENT LIABILITIES
LOANS
RECEIVED AND
INTEREST
I.1.
PAYABLE
20 163 791
2 575 143
8 000 000
2 575 143
239 452
I.2.
DEFERRED INCOME TAX
10, 17
-
1 686
-
-
-
II.
CURRENT LIABILITIES
TOTAL NON-CURRENT LIABILITIES
20 163 791
2 576 829
8 000 000
2 575 143
239 452
II.1.
TRADE PAYABLES
1 978 748
434 879
9 344
-
-
II.2.
EMPLOYMENT-RELATED LIABILITIES
675
-
-
-
-
II.3.
LOANS
RECEIVED AND
INTEREST
10, 17
777 053
7 000
159 939
7 000
-
II.4.
PAYABLE
PAYABLE CORPORATE INCOME TAX
11
3 170
1 659
3 170
1 659
-
II.5.
OTHER
CURRENT
ACCOUNTS
17
61
121
61
121
121
TOTAL CURRENT LIABILITIES
PAYABLES AND LIABILITIES
TOTAL ACCOUNTS PAYABLE AND
2 759 707
443 659
172 514
8 780
121
22 923 498
3 020 488
8 172 514
2 583 923
239 573
LIABILITIES
TOTAL EQUITY AND LIABILITIES
28 080 943
2 921 079
14 198 670
2 558 592
179 038
The accompanying explanatory notes form an integral part of these financial statements.
The financial statements were signed on 23 April 2024:
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
4
The Group
The Company
Notes
2023
2022
2023
2022
I.
REVENUE
12
23 513 870
2 268 122
-
-
II.
COST OF SALES
13
(23 387 872)
(2 166 821)
-
-
III.
GROSS PROFIT
125 998
101 301
-
-
IV.
GENERAL AND ADMINISTRATIVE EXPENSES
14
(128 566)
(103 168)
(29 645)
(1 868)
VII.
OPERATING PROFIT (LOSS)
(2 568)
(1 867)
(29 645)
(1 868)
VIII.
FINANCE INCOME
4
208 159
11 243
686 928
76 421
IX.
FINANCE COSTS
15
(1 072 764)
(37 692)
(599 296)
(37 691)
X.
PROFIT (LOSS) BEFORE TAX
(867 173)
(28 316)
57 987
36 862
XI.
INCOME TAX
11
126 527
(3 345)
(4 000)
(1 659)
XII.
NET PROFIT (LOSS)
(740 646)
(31 661)
53 987
35 204
XIV.
TOTAL COMPREHENSIVE INCOME
(740 646)
(31 661)
53 987
35 204
The accompanying explanatory notes form an integral part of these financial statements.
The financial statements were signed on 23 April 2024:
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
5
The Group
Share capital
Legal reserve
Retained earnings
Total
Balance on 31 December 2021
2 500
-
(70 248)
(67 748)
Net profit (loss) for the year
-
-
(31 661)
(31 661)
Increase of authorized capital
-
-
-
-
Balance on 31 December 2022
2 500
-
(101 909)
(99 409)
Net profit for the year
-
-
(740 646)
(740 646)
Increase of authorized capital
5 997 500
-
-
5 997 500
Balance on 31 December 2023
6 000 000
-
(842 555)
5 157 445
The Company
Share capital
Legal reserve
Retained earnings
Total
Balance on 31 December 2021
2 500
-
(63 035)
(60 535)
Net profit (loss) for the year
-
-
35 204
35 204
Increase of authorized capital
-
-
-
-
Balance on 31 December 2022
2 500
-
(27 831)
(25 331)
Net profit for the year
-
-
53 987
53 987
Increase of authorized capital
5 997 500
-
-
5 997 500
Balance on 31 December 2023
6 000 000
-
26 156
6 026 156
The accompanying explanatory notes form an integral part of these financial statements.
The financial statements were signed on 23 April 2024:
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
6
The Group
The Company
Notes
2023
2022
2023
2022
I.
CASH FLOWS FROM OPERATING ACTIVITIES
I.1.
Net profit (loss) before tax
(867 173)
(28 316)
57 988
36 863
Adjustments for non-monetary expenses (income)
I.2.
Depreciation and amortisation expenses
990
990
-
-
I.3.
Elimination of financing and investing activities result
15
1 052 522
1
(87 632)
(38 730)
I.4.
Other non-monetary items
7 353
(6 561)
(2 670)
-
Changes in working capital
I.5.
(Increase) decrease in contract assets
4
(23 581 686)
(2 279 365)
-
-
I.6.
(Increase) decrease in prepayments
6
261 526
(321 175)
-
-
I.7.
(Increase) decrease in other receivables
7
97 375
(118 924)
-
-
I.8.
Increase (decrease) in trade payables and other
1 541 995
453 463
6 794
-
payable amounts
NET CASH FLOWS FROM OPERATING ACTIVITIES
(21 487 098)
(2 299 887)
(25 520)
(1 867)
II.
CASH FLOWS FROM INVESTING ACTIVITIES
II.1.
Acquisitions of shares in subsidiaries
5
-
-
(3 997 500)
-
II.2.
Loans granted
-
-
(9 989 000)
(2 305 000)
II.3.
Recovery of loans granted
-
-
3 853 402
-
II.4.
Interest received
18 242
-
144 098
-
NET CASH FLOWS FROM INVESTING ACTIVITIES
18 242
-
(9 989 000)
(2 305 000)
III.
CASH FLOWS FROM FINANCING ACTIVITIES
III.1.
Issue of shares
9
5 997 500
-
5 997 500
-
III.2.
Loans received
10
25 740 905
2 305 000
12 960 000
2 305 000
III.3.
Loans returned
10
(7 497 000)
-
(7 497 000)
-
III.4.
Interest paid, loan administration and commitment
fees
10,15
(955 968)
-
(484 500)
-
NET CASH FLOWS FROM FINANCING ACTIVITIES
23 285 437
2 305 000
10 976 000
2 305 000
IV.
INCREASE (DECREASE) IN NET CASH FLOW
1 816 581
5 113
961 480
(1 867)
V.
CASH AND CASH EQUIVALENTS AT THE BEGINNING
10 173
5 060
2 460
4 327
OF THE PERIOD
VI.
CASH AND CASH EQUIVALENTS AT THE END OF THE
1 826 754
10 173
963 940
2 460
PERIOD
The accompanying explanatory notes form an integral part of these financial statements.
The financial statements were signed on 23 April 2024:
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
7
1. General information
These consolidated financial statements have been prepared for UAB "Partnerystės projektai keturi" (hereinafter - the Company) and
its controlled companies (hereinafter - the Group).
The Company was registered on 12 November 2018. The address of the Company is A. Goštauto st. 40B, LT-03163, Vilnius, Lithuania.
The main activity of the Company is construction development.
In 2023 and 2022 December 31 the Group consisted of the Company and its subsidiary UAB "Samogitia miestelis", 100% of which
shares were owned by the Company. UAB "Samogitia miestelis" was registered on 9 December 2020, its address is A. Goštauto st.
40B, LT-03163, Vilnius, Lithuania; its main activity is lease and exploitation of its owned or leased real estate.
The sole shareholder of the Group is UAB "Eika": company‘s registration number - 121191079, address - A. Goštauto str. 40B, LT-
03163, Vilnius, Lithuania.
In 2023 the average number of the Group employees according to the list was 5 (in 2022 - 6).
2. Summary of significant accounting principles
2.1. Basis for preparation of financial statements
These consolidated and separate financial statements have been prepared in accordance with International Financial Reporting
Standards (hereinafter - IFRSs), as adopted by the European Union (hereinafter - the EU). The company's financial statements in
accordance with IFRS are prepared for the first time, while the Group has been preparing them since 2022. Considering the fact that
the Comapany is being prepared financial statements according to IFRS for the first time, Company prepared opening statement of
financial position for the beginning of the earliest comparative period for which an entity presents full comparative information (as
of 1 January 2022 (31 December 2021) as IFRS requires.
In accounting policy below, where the Group is mentioned, all policy provisions apply to the Company as well.
2.2. Consolidation principles
The financial statements comprise the financial statements of the parent company and its directly and indirectly controlled
subsidiaries. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Control is generally obtained by holding more
than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
The financial statements of subsidiaries have been prepared using uniform accounting policies and for the same reporting period as
that covered by the financial statements of the Group. On consolidation, all inter-company transactions, balances and unrealized
gains and/or losses on transactions among the Group companies are eliminated.
Non-controlling interest represents a part of net profit and net assets which is not controlled by the Group. Non-controlling interest
is reported separately in the statement of profit or loss. The share of equity attributable to the non-controlling interest and to the
owners of the parent is shown separately in the consolidated statement of financial position.
2.3. Application of new and amended IFRS
New and/or amended standards and interpretations effective from 1 January 2023
The following standards, amendments to the existing standards and interpretations issued by the International Accounting Standards
Board (IASB) and adopted by the EU are effective for the current period and were adopted by the Group:
• IFRS 17 Insurance Contracts; including Amendments to IFRS 17 (effective for annual periods beginning on or after 1 January
2023);
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
(effective for annual periods beginning on or after 1 January 2023);
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
8
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
(effective for annual periods beginning on or after 1 January 2023);
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(effective for annual periods beginning on or after 1 January 2023);
• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (effective
for annual periods beginning on or after 1 January 2023).
The application of these standards, amendments and interpretations had no material impact on the Group’s financial statements.
Standards, amendments and interpretations to existing standards issued by IASB, adopted by EU, but not yet effective
At the date of authorisation of these financial statements, the Group has not early adopted the following new and revised IFRS
standards, amendments and interpretations that have been issued but are not yet effective:
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current Date;
Classification of Liabilities as Current or Non-current – Deferral of Effective date; Non-current Liabilities with Covenants
(effective for annual periods beginning on or after 1 January 2024);
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (effective for annual periods beginning on or after 1
January 2024).
The management of the Group does not expect that the adoption of these standards, amendments and interpretations listed above
will have a material impact on the financial statements of the Group in future periods.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been endorsed by EU
IFRSs currently endorsed by EU are not significantly different from the standards, endorsed by IASB, except the standards,
amendments and interpretations that were not endorsed by EU (the effective dates are applicable to IFRS to full extent). These
standards, amendments and interpretations are listed below:
• Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance
Arrangements (applicable for annual reporting periods beginning on 1 January 2024);
• Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates”: Lack of Exchangeability (applicable for annual
reporting periods beginning on 1 January 2024).
The management of the Group does not expect that the adoption of these standards, amendments and interpretations listed above
will have a material impact on the financial statements of the Group in future periods.
2.4. Functional and financial statements currency
The Group’s functional and financial statements currency is euro.
2.5. Intangible assets
Intangible assets are measured initially at cost. Intangible assets are recognized if it is probable that future economic benefits that
are attributable to the asset will flow to the Group and the cost of asset can be measured reliably. After initial recognition, intangible
assets are measured at cost less accumulated amortization and any accumulated impairment losses. Intangible assets are amortized
on a straight-line basis over their estimated useful lives. The useful lives, residual values and the method of amortization are reviewed
annually, to ensure that they are consistent with the expected pattern of use of intangible asset.
Costs incurred in order to restore or maintain the future economic benefits that the Group expects from the existing software are
recognized as an expense when the restoration or maintenance work is carried out.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
2.6. Property, plant and equipment
Property, plant and equipment are accounted for at acquisition cost less accumulated depreciation and the impairment losses, if any.
The impairment losses are presented under general and administrative expenses.
The initial cost of property, plant and equipment comprises its acquisition price, including non-refundable purchase taxes and any
directly attributable costs of bringing the asset to its condition and location for its intended use. Expenditures incurred after the
property, plant and equipment have been put into operation, such as repair and maintenance costs, are charged to profit or loss in
the period when the costs are incurred.
The depreciation is calculated on the straight-line basis over the following estimated useful life periods:
Useful life period,
Group of assets
in years
Buildings 30
Structure 15
Machinery and equipment 5
Vehicles 6
Other fittings and fixtures 4
Other tangible assets 4
Every component of property, plant and equipment the cost of which is significant in respect of the total acquisition cost, is
depreciated within a different period of time, complying with the most economically useful life duration thereof. The assets’ residual
values and useful lives are reviewed periodically to ensure that the period of depreciation is consistent with the expected pattern of
economic benefits from items in property, plant and equipment. The impact of revision, if any, is recognised perspectively. The
depreciation costs are presented under cost of sales and general and administrative expenses.
When assets are sold or written-off, their cost and accumulated depreciation are eliminated from the accounts and any gain or loss
resulting from their disposal is recognized in profit or loss.
2.7. Impairment of non-financial assets
At each financial reporting date, the Group reviews the carrying amount of intangible assets and property, plant and equipment to
determine whether there is any indication that the value of an asset has decreased. If such indications exist, the Group assesses the
recoverable amount of the asset in order to measure the impairment (if any). When it is impossible to assess the recoverable amount
of the asset, the Group calculates the recoverable amount of the cash generating unit to which the asset belongs.
The recoverable amount is the higher of the fair value less costs to sell and value in use. In determining value in use, estimates of
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the
time value of money and asset-specific risk.
If it is determined that the recoverable amount of an asset (or cash generating unit) is less than the carrying amount of the asset, the
carrying amount of the asset is reduced to its recoverable amount. Impairment losses are immediately recognized as expense.
If the impairment loss is subsequently reversed, the carrying amount of the asset (or cash generating unit) is increased to the
recoverable amount of the asset, but in such a way that the increased carrying amount does not exceed the carrying amount that
would be determined if, in the previous year, that asset (or cash generating unit) would not be recognized for impairment losses.
Reversal of impairment losses is immediately recognized as income.
2.8. Financial instruments
Financial assets
The financial assets of the Group include cash and cash equivalents, trade debtors and other receivables.
Trade debtors are initially recognized when they arise. Upon initial recognition, other financial assets are recognized when the
Company become parties to the contractual provisions of the instrument. Financial assets (except for trade debtors without a
significant financing component), if not measured at fair value through profit or loss, are initially measured at fair value plus
9
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
transaction costs directly attributable with acquisition or issue. Trade debtors without a significant financing component are initially
recognized at the transaction price.
Financial assets are classified in three groups according to their measurement:
i. financial assets that are subsequently measured at amortized cost;
ii. financial assets that are subsequently measured at fair value through other comprehensive income;
iii. financial assets that are subsequently measured at fair value through profit or loss.
The classification of a financial asset depends on the financial asset management business model (assessing how the Group manages
the financial assets to generate cash flows) and the characteristics of the contractual cash flows of the financial asset (whether
contractual cash flows include only principal and interest payments).
Financial asset is stated at amortized cost if both of the following conditions are met:
1) financial asset is held within a business model the objective of which is to hold financial assets in order to collect contractual
cash flows; and
2) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interests on the
principal amount outstanding.
Financial assets that do not meet the above conditions are measured at fair value in profit or loss and other comprehensive income.
In 2023 and 2022 the Group had no financial assets, which, in subsequent periods, are measured at fair value in profit or loss and
other comprehensive income.
Financial assets that are subsequently measured at amortized cost are measured using the effective interest method. Amortized cost
is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment losses are recognized in profit
or loss. Any gain or loss on derecognition is recognized in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating the interest
income or expense over a period of time. The effective interest rate is the rate that discounts estimated future cash payments through
the expected life of the financial asset or liability or, where appropriate, a shorter period.
Financial assets at fair value through profit or loss are initially recognized at fair value in profit or loss. Subsequently, the fair value
gain and loss, including any interest and dividends, is recognized in profit or loss and other comprehensive income.
Financial assets are derecognised when:
i. the right to receive cash flows from the financial asset expires;
ii. the Group retains the right to receive cash flows from the asset, but have agreed to pay in full without material delay to a
third party under a ‘pass through’ arrangement;
iii. the Group transfers their right to receive cash flows from assets and/or: (a) have transferred substantially all the risks and
rewards of the financial asset; (b) have neither transferred nor retained substantially all the risks and rewards of the
financial assets but have transferred control of the assets.
When the Group transfers rights to receive cash flows from an asset but neither transfer nor retain substantially all the risks and
rewards of the asset nor transfer control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in
the asset.
The Group reduces the gross carrying amount of their financial asset if they cannot reasonably expect to recover all or part of the
financial asset. A write-off is an event of derecognition.
10
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
11
Financial liabilities
The Group’s financial liabilities comprise loans received, trade payables and other payables.
At the time of initial recognition, financial liabilities are recognised when the Group becomes a party to the contractual terms of the
instrument.
Financial liabilities are divided into two groups according to their measurement:
i. financial liabilities that are subsequently measured at amortised cost;
ii. financial liabilities that are subsequently measured at fair value through profit or loss.
A financial liability is classified as at fair value through profit or loss if it is classified as held-for-sale, it is a derivative or it is designated
as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and net gains and
losses, including any interest expense, are recognised in profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
The Group derecognises financial liabilities when their contractual obligations are discharged or cancelled or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different.
In this case, the new financial liability is recognized at fair value under the modified terms of the contract.
In the event of derecognition of a financial liability, the difference between the carrying amount written off and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss in the statement of profit or loss
and other comprehensive income.
Trade and other payables. Upon initial recognition, trade and other payables are recognized when the Group becomes a party to the
contractual provisions. Trade and other payables are initially measured at fair value plus directly attributable transaction costs.
Offsetting financial assets and financial liabilities
Financial assets and financial liabilities are offset when, and only when, the Company has a legally enforceable right to set off the
amounts and it intends either to settle them on the net basis or to realise the asset and settle the liability simultaneously.
2.9. Impairment of financial assets
Impairment losses on financial assets measured at amortized cost are measured using the expected credit loss (ECL) model. Credit
losses are measured at the present value of all cash losses (the difference between the cash flows that the Group holds under the
contract and the cash flows the Group expects to receive). ECLs are discounted applying an effective interest rate.
At the end of each reporting period, the Group recalculates and records the allowance for expected credit losses, taking into account
past events, current market conditions and future prospects. At the end of each financial period, the Group assesses whether there
has been a material change in the credit risk of the financial instrument since initial recognition.
Expected credit losses on financial assets are measured at the amount of the impairment loss:
(a) 12-month expected credit losses; it is the expected credit loss that arises from the default of financial liabilities that is possible
within 12 months from the date of the financial statements, or
b) all expected credit losses; that is, for all expected credit losses that arise from all possible defaults during the life of a financial
asset. Impairment losses on all expected credit losses are calculated if the credit risk on such financial assets has increased
significantly since initial recognition. For all other financial assets, expected credit losses are calculated based on 12-month expected
credit losses.
Expected credit losses are probabilistic weighted estimates of the present value of credit losses. They are measured as the difference
between the present value of the cash inflows expected to be received from the Group’s contractual flows and the cash flows
expected to be received by the Group as a result of a number of future economic events, discounted at the effective interest rate of
the financial asset.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
12
The carrying amount of a financial asset is written off when the Group has no reasonable expectation of recovering all or part of the
asset. Non-recoverable assets are written off against recognized related impairment loss allowance, provided that all necessary steps
have been taken to recover the asset and the amount of the loss has been determined. The amounts previously written off and
collected in subsequent periods are credited to the impairment loss account within the statement of profit or loss and other
comprehensive income.
2.10. Inventories
Inventories are initially recorded at acquisition cost. Subsequent to initial recognition, inventories are valued at the lower of cost or
net realizable value. Net realizable value is the selling price in the ordinary course of business, less the costs related to sales. Cost of
sale is determined by FIFO method. Net realizable value equals to estimated market price less the expenses related to disposal.
2.11. Lease
The Group first of all assesses whether the concluded contract qualifies for the lease. In case the contract qualifies for the lease (it
provides the right to use defined asset for a certain period of time for a pre-defined price), the below described accounting principles
are applied.
Finance and operating lease – the Group is the lessee
The Group recognises the right to use the assets and lease liability when the lease period commences. The right to use the asset
during the initial recognition is accounted for at acquisition cost, which is composed of initial lease liability less discounts and lease
contributions paid before the commencement of the lease period or on the first day of the lease period and increased by the amount
of related direct expenses.
After the initial recognition the right to use the asset is depreciated on a straight-line basis over the period of the lease, except for
the cases, when at the end of lease period the ownership of the asset is transferred to the Group or it is probable that at the end of
the lease period the Group will exercise the option to purchase the asset. In such cases the right to use the asset is depreciated over
the useful life of the assets. The right to use the asset is presented net of impairment losses (if any) and adjusted accordingly if the
lease liability is reassessed due to the changes in the circumstances.
The initial amount of lease liability is recognized at present value of unpaid lease payments at the date of the lease period
commencement. The discount rate applied equals to the interest rate indicated in the lease contract, if such is indicated, or to average
alternative interest rate which the Group would likely pay to the borrower for the loan used for acquisition of the leased asset.
Short-term lease and lease of low-value assets
The Group decided not to recognise the right to use the assets and lease liability for short-term lease and lease of low-value assets.
Such lease payments are recognised as expenses in profit or loss on straight-line basis over the period of the lease.
Operating lease – the Group as the lessor
Payments received under operating leases (net of any incentives given to the lessee) are recognized in profit or loss on a straight-line
basis over the period of the lease.
2.12. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past event, it is probable that
an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be reliably estimated.
The provisions are reviewed at each statement of financial position date and adjusted in order to present the most accurate current
estimate. If the effect of the time value of money is material, the amount of provision is equal to the present value of the expenses,
which are expected to be incurred to settle the liability. Where discounting is used, the increase in the provision due to the passage
of time is recognized as a borrowing cost.
2.13. Corporate income tax and deferred tax
The corporate income tax is calculated in accordance with the requirements established under the Law on Taxes of the Republic of
Lithuania. In 2023 and 2022 the standard corporate income tax rate charged in the Republic of Lithuania was 15 percent.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
13
Deferred taxes are calculated using the liability method. Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse based on tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognized in the statement of financial position to the extent the management believes it will be realized in
the foreseeable future, based on taxable profit forecasts. If it is expected that part of the deferred tax asset is not going to be realized,
this part of the deferred tax asset is not recognized in the financial statements. Deferred tax assets and liabilities are offset when
they are related to taxes levied by the same tax authority and when there is a legally enforceable right to cover current payable taxes
at net value.
Income tax and deferred tax expenses (income) are accounted for in profit or loss, except when they relate to items included directly
to equity, in which case the deferred tax is also accounted for in other comprehensive income.
2.14. Revenue recognition
The Group recognizes revenue at such time and to such an extent that the transfer of goods or services to customers represents the
consideration that the Group expects to receive in exchange for those goods or services.
The Group's revenue is recognized using the 5-step model:
Step 1 - Identify customer agreements.
A contract recognizes an agreement between two or more parties (subject to purchase / sale terms) that creates enforceable rights
and enforceable obligations (not applicable if a joint venture agreement is signed). A contract is within the scope of IFRS 15 if all of
the following criteria are met:
• the parties have approved the contract (in writing, orally or in accordance with any other normal commercial practice) and are
bound by their obligations under the contract,
• it is possible to identify the rights of each party with regard to the goods and / or services to be transferred,
• it is possible to identify the payment terms for the goods and / or services to be transferred,
• the contract has commercial substance,
• it is probable that the consideration to which the Group is entitled to in exchange for the goods or services will be collected.
Contracts with the customer may be aggregated or disaggregated into several contracts, while retaining the criteria of former
contracts. Such aggregation or disaggregation is considered modification of the contract.
Step 2 - Identify performance obligations in the contract.
Contractual commitment to deliver goods and (or) services to a customer. If separate goods and (or) services are identifiable, the
liabilities are recognized separately. Each liability is identified in one of two ways:
• a good and (or) service is distinct, or
• a set of individual goods and (or) services that are substantially the same and have the same pattern of transfer to the customer.
Step 3 - Determine the transaction price.
The transaction price may be fixed, variable, or both. The transaction price is also adjusted considering the time value of money, if
the contract includes a significant financing arrangement, and considering any consideration payable to the customer and non-cash
consideration received, if any. The Group applies the following sales price calculation methods: adjusted market assessment
approach, expected cost plus margin approach and residual approach. Similar transactions are measured equally.
Step 4 - Allocate the transaction price to each performance obligation.
A performance obligation is a contractual promise to deliver to the customer a separate good or service, or a set of individual goods
or services that are substantially the same and have the same pattern of transfer to the customer. The transaction price is
apportioned between each performance obligation based on the relative separate selling prices of the good or service promised in
the contract. If the contracts do not specify separately the price of the service or good (for example, one price for two products), the
Group shall determine it. In measuring the transaction price, the Group estimates a discount or variable amount of consideration
that relates only to a particular portion of the contract.
Step 5 - Recognise revenue when (or as) the Group satisfies a performance obligation.
The Group recognizes revenue when it satisfies a performance obligation by transferring promised goods or services to the customer
(i.e. when the customer obtains control of the mentioned goods or services). The recognized amount of revenue is equal to the
amount of satisfied performance obligation. Performance obligation may be satisfied at a point of time or over time. A period of time
is recognised as a calendar month.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
14
The recognition of revenue depends on whether the obligation is satisfied over a period of time (continuous) or at a point in time. In
any event, the transfer of control is taken into account. Revenue is recognized at the fair value of the consideration received or
receivable. Revenue is reduced by the estimated amount of customer returns, discounts, and other similar provisions. Revenue is
recognized when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of
the revenue can be measured reliably. Revenue from sales is recognized net of VAT and discounts, including any cumulative expected
discounts for the current year.
2.15. Recognition of expenses
Expenses are recognized on the basis of accrual and revenue and expense matching principles in the reporting period when the
income related to these expenses was earned, irrespective of the time the money was spent. In those cases when the costs incurred
cannot be directly attributed to the specific income and they will not bring income during the future periods, they are expensed as
incurred.
The amount of expenses is usually accounted for as the amount paid or due, excluding VAT. In the cases when a long period of
payment is established and the interest is not separated, the amount of expenses shall be estimated by discounting the amount of
payment using the market interest rate.
2.16. Foreign currency transactions
Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies on the statement of financial position date are recognized in profit or loss. Such balances are translated at period-end
currency exchange rates. Non-monetary assets and liabilities that are measured in historical cost in a foreign currency are translated
using the currency exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated to euro at foreign exchange rates ruling at the dates the fair value was
determined.
2.17. Using the accounting estimates in preparation of financial statements
The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and
assumptions that affect the reported amounts of assets, liabilities, income and costs and disclosure of contingencies, at the reporting
date and within the next financial year.
Estimates and judgements are continually assessed and are based on management’s experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Adjustments to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and
future periods if the revision affects both current and future periods.
The significant areas of these financial statements, where the accounting estimates are used, include investments in subsidiaries
(Notes 5), assessment of deferred tax asset (Notes 2.13), impairment of contract assets, trade and other receivables (Notes 2.9 and
4, 6, 7).
During preparation of the financial statements, the group took into account the influence of climate-related factors. Impacts related
to climate change can arise from physical changes in the climate, new regulations related to climate change in the construction sector.
Every year, when preparing financial statements the group reviews the assumptions underlying future cash flow forecasts, assesses
assets and liabilities, analyzes known external circumstances (legislation, group projects, physical climate variability and change, etc.).
The management of the group reasonably expects that climate-related factors will not have a significant impact on their activities
and/or the value of assets and liabilities.
2.18. Fair value measurement
Some of the Group’s accounting policies and disclosures require to estimate the fair value of financial and non-financial assets and
liabilities.
Fair value is the price that would be received to sell or paid to transfer a liability in an ordinary transaction between market
participants on a principal market, or in the absence of a principal market, on the most advantageous market into which the Group
may enter on the date of measurement. The fair value reflects the non-performance risk.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
15
To measure the fair value of assets and liabilities, the Group, to the extent possible, rests on the available data on the market. For
fair value measurement, a fair value hierarchy is used, on the basis of the inputs used in valuation:
• Level 1: the quoted prices of active markets for identical assets or liabilities (unadjusted);
• Level 2: other variables than the quoted prices included under level 1 that are observed for the asset or liability, either directly
(i.e. prices) or indirectly (i.e. derived from prices);
• Level 3: asset or liability variables, which are not based on the observed market data (unobserved variables).
If the inputs, used for measurement of the fair value, may be attributed to different levels of a fair value hierarchy, the level of the
fair value hierarchy, to which the total measured value is attributed, shall be measured on the basis of the input of the lowest level,
significant to the measurement of the total fair value.
The Group recognizes the amounts of transfers between levels of the fair value hierarchy at the end of the reporting period, when
the change occurs.
2.19. Contingencies
Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of
resources embodying economic benefits is remote.
A contingent asset is not recognized in the financial statements but disclosed when an inflow of economic benefits is probable.
2.20. Events after the reporting period
Events after the reporting date that provide additional information about the Company position at the statement of financial position
date (adjusting events) are reflected in the financial statements. Events after the reporting date that are not adjusting events are
disclosed in the notes when material.
3. Financial risk management
Financial risk is composed of credit, liquidity and market risks (foreign currency and interest rate risks). By managing these risks, the
Group seeks to reduce the impact of factors that could negatively affect the Group’s financial performance.
Credit risk
In 2023 and 2022 Group‘s credit risk is related to contract assets, cash and cash equivalents.
The Group holds its cash in Lithuanian banks appraised by international rating agencies, continuously monitors the changes in those
ratings and also follows the related recommendations of the Central Bank of Lithuania.
The Group has only one client (to which the contract assets are related to) but a 15-year contract has been concluded with this client,
which guarantees the Group‘s ability to continue as going concern. Since the mentioned contract was concluded with a public entity,
i.e. Ministry of National Defense, and involves high revenue the Group is not seeking for new customers.
The carrying amount of financial assets reflects the highest possible credit risk. The maximum credit risk at the reporting date was:
The Group
The Company
31 December
31 December
31 December
31 December
As of 1
2023
2022
2023
2022
January 2022
Contract assets (non-current part)
14 518 800
2 422 808
-
-
-
Contract assets (current part)
11 485 694
-
-
-
-
Cash and cash equivalents
1 826 754
10 173
963 940
2 460
4 327
Total
27 831 248
2 432 981
963 940
2 460
4 327
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
16
Market risk
The Group’s income and operating cash flows are significantly affected by changes in market interest rates, as in 2023 the Group
received loans with variable interest rates. Samogitia miestelis UAB concluded a loan agreement for the amount of EUR 28 million
with the bank Luminor for the project of the military campus under construction. The variable interest rate is 3 month EURIBOR.
The Group is not subject to foreign currency risk because all of its assets as well as liabilities are denominated in euros.
Liquidity risk
Liquidity risk means that the Group may be not able to settle its financial liabilities on time. The Group seeks to ensure that its liquidity
is always sufficient for timely settlement of its financial liabilities, without incurring unacceptable losses and without risking to
damage to the reputation of the Group.
On 31 December 2023 and 31 December 2022 the Group‘s current liquidity ratio and quick liquidity ratio was equal to 4,8 and 1,1
respectively.
The table below summarizes the terms of repayment of the Group‘s financial liabilities as at 31 December 2023 and 31 December
2022 under undiscounted contract payments:
The Group
Up to 3
From 3 to
From 1 to 5
After 5
Total
Carrying
months
12 months
years
years
amount
Loans received
-
2 335 960
23 289 729
-
25 625 689
20 940 844
Trade payables
1 978 748
-
-
-
1 978 748
1 978 748
Balance as of 31 December 2023
1 978 748
2 335 960
23 289 729
-
27 604 437
22 919 592
Loans received
-
7 840
2 923 987
-
2 931 827
2 582 143
Trade payables
434 879
-
-
-
434 879
434 879
Balance as of 31 December 2022
434 879
7840
2 923 987
-
3 366 706
3 017 022
The table below summarizes the terms of repayment of the Company ‘s financial liabilities as at 31 December 2023 and 31 December
2022 under undiscounted contract payments:
The Company
Up to 3
From 3 to
From 1 to 5
After 5
Total
Carrying
months
12 months
years
years
amount
Loans received
-
753 939
9 082 000
-
9 835 939
8 159 939
Trade payables
9 344
-
-
-
9 344
9 344
Balance as of 31 December 2023
9 344
753 939
9 082 000
-
9 845 283
8 169 283
Loans received
-
7 840
2 923 987
-
2 931 827
2 582 143
Trade payables
-
-
-
-
-
-
Balance as of 31 December 2022
-
7 840
2 923 987
-
2 931 827
2 582 143
Loans received
-
-
239 452
-
239 452
239 452
Trade payables
-
-
-
-
-
-
Balance as of 1 January 2022
-
-
239 452
-
239 452
239 452
Capital risk management
Capital includes equity attributable to the shareholders. The Group manages its own capital in order to ensure the ability to continue
as going concern, fulfil obligations to its customers and provide the returns to shareholders. The capital structure is managed
considering the changes in economic conditions and risk characteristics of the Group‘s activities.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
17
According to the Law on Joint-Stock Companies of the Republic of Lithuania, the Company must ensure that the equity is not less
than 50% of share capital. The Company complies with the legal requirement and meets the ratio mentioned. If equity becomes less
than 50% of share capital, loans received from the shareholder would be capitalized by increasing share capital of the Company.
Fair value of financial assets and liabilities
The carrying amount of Group’s contract assets and trade payables is close to their fair value, as trade receivables and payables are
receivable/payable within one year, and contract assets are discounted at an interest rate based on market conditions (level 3). The
fair value of cash and cash equivalents and time deposits is also equal to their fair value (level 2).
4. Contract assets
Contract assets relate to accrued income accounted for in accordance with the level of completion of construction project at
discounted value. In 2023 December 31 the applied discount rate was equal to 7,84 percent (31 December 2022 – 7,84 percent).
Change of contract assets during the year:
The Group
2023
2022
1st of January
2 422 808
143 443
Revenue recognized according to the extent of construction works completed
23 391 769
2 268 122
during the period (Note 12)
Unwind of discount
189 917
11 243
31st of December (part of this is as a current asset, Note 7)
26 004 494
2 422 808
The Group carries out the construction works of a military unit in accordance with the partnership agreement signed with the Ministry
of National Defense of the Republic of Lithuania. Construction is carried out by the subsidiary UAB "Samogitia miestelis". According
to the partnership agreement, the Group will provide maintenance services for this facility after the completion of the construction
works (the construction works are expected to be completed in the second quarter of 2024). The partnership agreement was signed
for a period of 15 years. The total unindexed value of the contract is 67 240 thousand Euros, of which the value of the construction
works comprises 37 873 thousand Euros. By 31 December 2023 68,13 percent of construction works were completed.
5. Investments in subsidiaries
Shareholding %
Acquisition cost
Name of the company
2023
2022
2023
2022
UAB Samogitia miestelis
100
100
4 000 000
2 500
Total
-
-
4 000 000
2 500
6. Prepayments
As at 31 December prepayments consisted of the following:
The Group
31 December
31 December
2023
2022
Prepayments paid to third parties, gross value
59 649
321 175
Prepayments paid to related parties, gross value (Note 17)
-
-
59 649
321 175
Less: impairment allowance
-
-
Total
59 649
321 175
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
18
7. Other receivable amounts within one year
As at 31 December other receivable amounts within one year consisted of the following:
The Group
The Company
31 December
31 December
31 December
31 December
As of 1
2023
2022
2023
2022
January 2022
VAT receivable
45 261
142 636
-
-
-
Other
(current part)
receivables,
contract
assets
11 485 694
-
-
-
-
Other receivables, gross value
16
16
16
16
16
11 530 971
142 652
16
16
16
Less: impairment allowance
-
-
-
-
-
Total
11 530 971
142 652
16
16
16
8. Cash and cash equivalents
As at 31 December 2023 cash and cash equivalents of the Group comprised 1 826 754 euros of cash held in the accounts of the banks
operating in the Republic of Lithuania (31 December 2022 – 10 173 euros). As at 2023 December the sum of EUR 380,000 which is
required for the payment of the interest and obligation fee for the granted credit has been deposited in the special account of
Luminor Bank.
As at 31 December 2023 cash and cash equivalents of the Company comprised 963 940 euros of cash held in the accounts of the
banks operating in the Republic of Lithuania (31 December 2022 – 2 460 euros, as of 1 January 2022 – 4 327 euros ).
9. Share capital and legal reserve
Share capital
31 December 2023 the share capital of the Company consisted of 240 000 ordinary shares and as at 31 December 2022 consisted of
100 ordinary shares, each of which had a nominal value of 25 euros. As at 31 December 2023 and 31 December 2022 all shares were
fully paid. In 2023 and 2022 the Company did not acquire or transfer its own shares.
As at 31 December 2023 the sole shareholder of the Company and the Group was UAB "Eika": company‘s registration number -
121191079, address - A. Goštauto str. 40B, LT-03163, Vilnius, Lithuania.
Legal reserve
Legal reserve is a compulsory reserve under legislation of the Republic of Lithuania. Not less than 5 percent of the distributable profit
is annually transferred to this reserve until the reserve reaches the amount equal to 10 percent of the owner’s capital value. The legal
reserve can only be used to cover the future losses. As at 31 December 2023 and 2022 legal reserve was not formed.
10. Loans received and interest payable
The Group
The Company
31 December
31 December
31 December
31 December
As of 1 January
2023
2022
2023
2022
2022
NON-CURRENT
Bank loan
12 163 791
-
-
-
-
Bonds
8 000 000
-
8 000 000
-
-
Loans and interest to UAB "Eika"
-
2 575 143
-
2 575 143
239 452
20 163 791
2 575 143
8 000 000
2 575 143
239 452
CURRENT
Bank loan
617 114
-
-
-
-
Bonds
126 000
-
126 000
-
-
Loans and interest to UAB "Eika"
33 939
7 000
33 939
7 000
-
777 053
7 000
159 939
7 000
-
Total
20 940 844
2 582 143
8 159 939
2 582 143
239 452
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
19
In April 2023, the Company distributed an issue of 3 year bonds with the nominal value of EUR 8 million, with a fixed interest rate of
9 per cent. The maturity date of the bonds is 28 April 2026.
In April 2023, the Group signed a credit agreement for the amount of EUR 28 million with the bank Luminor for the military campus
project under development. The credit repayment term is 20 April 2028. The annual interest is 3,5 per cent + 3 month EURIBOR.
(After registration of the project under construction, 100 per cent completion – 2,5 per cent + 3 month EURIBOR). According to this
credit agreement is pledged 100 percents of UAB „Samogitia miestelis“ shares and property complex, which includes all existing and
future claim rights belonging to the Credit receiver regardless of their origin, nature, term or any other characteristics.
Change in loans during the reporting period:
The Group
The Company
2023
2022
2023
2022
Balance of loans as of 1 January
2 582 143
239 452
2 582 143
239 452
Received during the reporting period
25 740 905
2 305 000
12 960 000
2 305 000
Returned during the reporting period
(7 497 000)
-
(7 497 000)
-
Interest calculated
763 506
37 691
549 296
37 691
Interest paid
(648 710)
-
(434 500)
-
Balance of loans as of 31 December
20 940 844
2 582 143
8 159 939
2 582 143
The Company loans received from sole shareholder UAB “Eika” and related interest payable consisted of:
31 December
31 December
As of 1 January
2023
2022
2022
Loan: maturity date – 30 April 2025, annual interest rate – 5-6 percent
-
2 470 000
165 000
Loan: maturity date – 10 September 2024, annual interest rate – 4 percent
-
50 000
50 000
Loan: maturity date – 18 May 2024, annual interest rate – 4 percent
-
10 000
10 000
Loan: maturity date – 30 September 2023, annual interest rate – 4 percent
-
7 000
7 000
Interest payable
33 939
45 143
7 452
Total
33 939
2 582 143
239 452
Less: current part of loans
(33 939)
(7 000)
-
Total non-current part of loans and interest payable
-
2 575 143
239 452
11. Income tax and deferred income tax
The Group
The Company
2023
2022
2023
2022
Income tax expenses
(4 000)
(1 659)
(4 000)
(1 659)
Deferred income tax asset (liabilities) change
130 527
(1 686)
-
-
Total income tax expenses/income:
126 527
(3 345)
(4 000)
(1 659)
The Group Deferred income tax asset (liabilities)
2023
2022
Deferred tax asset at the beginning of the year
-
-
Accumulated inventory reserve
101
-
Tax losses
158 914
-
Total deferred tax assets:
159 015
-
At the end of the financial year
159 015
-
Deferred tax liabilities at the beginning of the year
(1 686)
-
Receivables
(28 488)
(1 686)
Total deferred tax liabilities:
(28 488)
(1 686)
At the end of the financial year
(30 174)
(1 686)
Total net deferred corporate income tax (liabilities) assets
128 841
(1 686)
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
20
12. Revenue
For the year ended at 31 December revenue consisted of the following:
The Group
2023
2022
Revenue recognized according to the extent of construction works completed
23 391 769
2 268 122
during the period (Note 4)
Other revenue
122 101
-
Total
23 513 870
2 268 122
13. Cost of sales
For the year ended at 31 December cost of sales consisted of the following:
The Group
2023
2022
Construction subcontractors (works and materials)
23 074 303
1 684 199
Projection expenses
219 219
482 570
Other
94 350
52
Total
23 387 872
2 166 821
14. General and administrative expenses
For the year ended at 31 December general and administrative expenses consisted of the following:
The Group
The Company
2023
2022
2023
2022
Notary, legal services
59 186
40 853
8 055
-
Insurance
36 059
29 405
-
-
Employee related expenses
6 559
14 708
1 005
1 009
Representation expenses
-
10 514
-
-
Other expenses
26 761
7 688
20 585
859
Total
128 565
103 168
29 645
1 868
15. Finance costs
For the year ended at 31 December finance costs consisted of the following:
The Group
The Company
2023
2022
2023
2022
Interest, loan administration and commitment fees
1 070 764
37 691
599 296
37 691
expenses
Other
2 000
1
-
-
Total
1 072 764
37 692
599 296
37 691
16. Financial relations with the management of the Group
In 2023 the average number of the Group executive officers per year was 2 (in 2022 - 2).
No guarantees were granted, no assets transferred or no other payments made, except for the amounts related to business relations,
to the management of the Group in 2023 and 2022.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
21
17. Related party transactions
During the year ended at 31 December 2023 and 2022 the Group and the Company carried out transactions with the related parties
(including internal transactions) . Parties are considered to be related when one party has the ability to control the other or can
exercise significant influence over the other party's financial and operational decisions. The related parties of the Group are the sole
shareholder UAB "Eika" and its related companies.
The table provided below reflects the transactions with related parties during the period ended at 31 December 2023:
The Group:
Receivable amounts
Payable amounts (incl.
Revenue
Purchases
(incl. VAT and loans
VAT and loans
(excl. VAT and incl.
(excl. VAT and incl.
Related party
granted)
received)
interest income)
interest expenses)
UAB „Eika“
-
34 000
-
484 211
Total
-
34 000
-
484 211
The Company:
Receivable amounts
Payable amounts (incl.
Revenue
Purchases
(incl. VAT and loans
VAT and loans
(excl. VAT and incl.
(excl. VAT and incl.
Related party
granted)
received)
interest income)
interest expenses)
UAB „Samogitia miestelis”
9 232 044
-
686 928
-
UAB „Eika“
-
34 000
-
64 087
Total
9 232 044
34 000
686 928
64 087
The table provided below reflects the transactions with related parties during the period ended at 31 December 2022:
The Group:
Receivable amounts
Payable amounts (incl.
Revenue
Purchases
(incl. VAT and loans
VAT and loans
(excl. VAT and incl.
(excl. VAT and incl.
Related party
granted)
received)
interest income)
interest expenses)
UAB „Eika“
-
2 582 264
-
41 224
Total
-
2 582 264
-
41 224
The Company:
Receivable amounts
Payable amounts (incl.
Revenue
Purchases
(incl. VAT and loans
VAT and loans
(excl. VAT and incl.
(excl. VAT and incl.
Related party
granted)
received)
interest income)
interest expenses)
UAB „Samogitia miestelis”
2 553 616
-
76 421
-
UAB „Eika“
-
2 582 264
-
38 341
Total
2 553 616
2 582 264
76 421
38 341
The table provided below reflects the transactions with related parties during the period ended at as of 1 January 2022:
The Group:
Receivable amounts
Payable amounts (incl.
(incl. VAT and loans
VAT and loans
Related party
granted)
received)
UAB „Eika“
-
239 573
Total
-
239 573
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
EXPLANATORY NOTES
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
22
The Company:
Receivable amounts
Payable amounts (incl.
(incl. VAT and loans
VAT and loans
Related party
granted)
received)
UAB „Samogitia miestelis”
172 195
-
UAB „Eika“
-
239 573
Iš viso
172 195
239 573
18. Contingent assets and liabilities
The Group did not take part in any court proceedings that according to the management would have a significant effect on financial
statements or that would contain information that would have to be additionally disclosed.
19. First-time application of IFRS
There were no impact on Company‘s comparative information, due to transforming from Lithuanian accountability standarts to IFRS.
20. Going concern
The Group plans to continue its activities because in 2024 has been successfully carrying out the construction of a military town. The
construction of the project will be completed in April 2024, and the company will start receiving payments from the Ministry of
National Defence and will provide facility maintenance and administration services.
21. Events after the reporting period
After the end of the financial year until the approval of these financial statements, there have been no events after the reporting
period, except for those mentioned in Note 19, that would have a material effect on the financial statements or should be additionally
disclosed.
The financial statements were signed on 23 April 2024:
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
CONSOLIDATED ANNUAL REPORT
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
23
Overview of the Group
Partnerystės projektai keturi UAB (hereinafter - the Company) was incorporated on 12 November 2018. The types of activity of the
Company are as follows: consulting business and other management activities. The Company belongs to Eika Group which actively
participates in the infrastructure market. Partnerystės projektai keturi UAB has a subsidiary Samogitia miestelis UAB.
The authorised capital of the Company is EUR 6.000.000, it is divided into 240.000 ordinary registered shares.
The Company did not acquire, did not transfer or did not have its own shares during the reporting year.
The sole shareholder of the group is UAB „Eika“: company code – 121191079, office address – A. Goštauto st. 40B, LT-03163, Vilnius,
Lithuania.
The company has no representative offices and branches.
The head of the Company: Artūras Klangauskas.
Overview of the activities
In 2020, the Company won one of the tender procedures for Šiauliai military unit, one of the three public-private partnership projects,
published by the Ministry of National Defence. The project implementation period is 15 years. The implementation of the project is
carried out through the subsidiary Samogitia miestelis UAB. Against the backdrop of the war, this object is important both for our group
and for Lithuania as a whole.
The construction of the facility will be completed in April 2024 and after construction the Company will provide the facility maintenance
and administration services for 12.5 years.
The Duke Margiris Infantry Battalion of the Žemaitija Brigade will be established in 7.8 ha campus which will be constructed in Šiauliai.
Administrative and special purpose buildings, i.e. barracks, canteen, headquarters, medical station are being completed, sports facilities
and grounds are planned. Technical buildings, i.e. warehouses, garages, service station, laundry, shelter for technicians, as well as
standing and machinery areas, parking spaces were constructed.
For the purposes of financing the afore-mentioned project, in April 2023 the Company distributed an issue of three-year bonds with the
value of EUR 8 million and on 20 March 2024 the stock exchange Nasdaq Vilnius included the bonds issued by Partnerystės projektai
keturi UAB, a project company owned by Eika Group in the List of Debt Securities of Nasdaq Baltic. The bank Luminor organised
distribution of the afore-mentioned issue.
The entry of Eika Group on the Nasdaq Baltic stock exchange is another solid and successful step in the search for alternative sources of
financing. We are confident that we can develop projects that may attract capital on the international financial market. On the other
hand, in this geopolitically turbulent period, the project itself is important for the defence of the entire Baltic region.
It is planned that the issue will be redeemed by pension and investment funds of the Baltic States, which are managed by three
investment fund managers, i.e. SEB investicijų valdymas UAB and Swedbank investicijų valdymas UAB in Lithuania and CBL Asset
Management IPAS in Latvia.
In April 2023, Samogitia miestelis UAB concluded a credit agreement for the amount of EUR 28 million with the bank Luminor for the
developed military campus project.
Foreseeable trends:
Successful completion of the construction of Šiauliai military unit and successful maintenance and administration of the facility for the
next 12.5 years.
Product risk:
The quality of the products is maintained through the use of the latest technologies, by selecting reliable subcontractors who provide
insurance guarantees for the warranty period.
Analysis of financial and non-financial performance results
The Group‘s purpose – earning a return for the Group's shareholders from the partnership agreement concluded with the Ministry of
National Defence.
UAB „Partnerystės projektai keturi“
Company’s registration number - 304950437, address – A. Goštauto g. 40B, Vilnius
CONSOLIDATED ANNUAL REPORT
FOR THE YEAR ENDED AT 31 DECEMBER 2023
(all the amounts are presented in euros, unless stated otherwise)
24
During 2023, the Group experienced a net loss of EUR 740,646 (in 2022 – a loss of EUR 31,661). Most of the 2023 losses were caused by
financing costs.
The Group‘s asset as of 2023 December 31st was 28.080.943 Eur (2022 m. December 31st – 2.921.079 Eur).
Indicators describing the Group‘s activities:
Indicator
2023
2022
Debt Ratio = Liabilities / Total Assets
0,82
1,03
Total Liquidity Ratio = Current Assets / Current Liabilities
4,87
1,12
In 2023 the Group‘s liabilities consisted of loans and accrued payable interest and issued bonds. In 2022 the company's liabilities consisted
of loans and accrued payable interest
References and additional explanations about the data presented in the annual financial statements
While preparing the annual financial report, the company is guided by the provisions of the Law on Financial Reporting of Companies of
the Republic of Lithuania and international financial reporting standards.
Information about head of company
The head of the Company Artūtras Klangauskas holds management positions:
Person
Legal form
Name
Code
Address
Position
Artūras Klangauskas
UAB
UAB „Partnerystės projektai keturi“
304950437
A. Goštauto st. 40B, Vilnius
CEO
Artūras Klangauskas
UAB
UAB „Samogitia miestelis“
305668921
A. Goštauto st. 40B, Vilnius
CEO
There were no other transactions with the head of the Company, except for salary. The salary is determined by the employment contract,
and the bonuses are awarded by the decision of the shareholder and the order of the manager.
Environmental Protection
The Company's activities fully comply with the requirements of legal acts.
Other required disclos information
The Company does not carry out research and development activities.
During preparation of the financial statements, the group took into account the influence of climate-related factors. Impacts related to
climate change can arise from physical changes in the climate, new regulations related to climate change in the construction sector. Every
year, when preparing financial statements the group reviews the assumptions underlying future cash flow forecasts, assesses assets and
liabilities, analyzes known external circumstances (legislation, group projects, physical climate variability and change, etc.). The
management of the group reasonably expects that climate-related factors will not have a significant impact on their activities and/or the
value of assets and liabilities.
Taking into account the 2022 February 24 started open military aggression launched by the Russian Federation against Ukraine and its
people, the EU and its allies established new wide-scale sanctions and restrictive measures against the Russian Federation and the
Republic of Belarus the Company ensures compliance with these obligations in its activities. The Company took the necessary steps
caused by the international sanctions implemented in the Republic of Lithuania. In its activities, the Company ensures that its suppliers,
partners and customers are not included in the list of sanctioned persons. During 2023, while implementing the requirements of these
sanctions, among the Company's customers, investors, suppliers and partners, not a single person was identified who was subject to
international sanctions.
Signed electronically
Director Artūras Klangauskas
Vilnius, 23 April 2024
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
25
Following Article 12(3) of the Republic of Lithuania Law on Securities and paragraph 24.5 of the Listing Rules of Nasdaq Vilnius AB,
Partnerystės projektai kauri UAB (hereinafter referred to as the “Company”) discloses how it complies with the Corporate Governance
Code of the Listed Companies of Nasdaq Vilnius and its specific provisions or recommendations. If the afore-mentioned Code or some of
its provisions or recommendations are not followed, it is indicated which specific provisions or recommendations are not followed and
for what reasons, as well as other explanatory information specified in this form.
1. Free-format summary of the Corporate Governance Report:
The Company’s bodies, as provided for in its Articles of Association, are the general meeting of shareholders and the director, as the sole
management body. The supreme body of the Company is the general meeting of shareholders. The supervisory board and the
management board are not formed in the Company. The Company has established a quantitative representation rule, according to which
the director and proxy act jointly on behalf of the Company.
2. Structured table:
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance framework
should protect the rights of shareholders.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
1.1. All shareholders should be provided with access to the
information and/or documents established in the legal acts on equal
terms and all shareholders should be furnished with equal
opportunity to participate in the decision-making process where
significant corporate matters are discussed.
Not
applicable
The Company has only one shareholder.
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 of their holders.
Yes
The Company has only one shareholder.
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.
Not
applicable
The Company’s shares are not offered to the
public (i.e. only the Company’s bonds are
publicly traded).
1.4. Exclusive transactions that are particularly important to the
company, such as transfer of all or almost all assets of the company
which in principle would mean the transfer of the company, should be
subject to approval of the general meeting of shareholders.
Yes
In making decisions on the transfer of the
Company’s assets, the Company follows the
provisions of the Republic of Lithuania Law
on Companies and the Articles of
Association.
1.5. Procedures for convening and conducting a general meeting of
shareholders should provide shareholders with equal opportunities to
participate in the general meeting of shareholders and should not
prejudice the rights and interests of shareholders. The chosen venue,
date and time of the general meeting of shareholders should not
prevent active participation of shareholders at the general meeting.
In the notice of the general meeting of shareholders being convened,
the company should specify the last day on which the proposed draft
decisions should be submitted at the latest.
Not
applicable
The Company has only one shareholder.
1.6. With a view to ensuring the right of shareholders living abroad to
access the information, it is recommended, where possible, that
documents prepared for the general meeting of shareholders in
advance should be announced publicly not only in Lithuanian
language but also in English and/or other foreign languages in
advance. It is recommended that the minutes of the general meeting
of shareholders after the signing thereof and/or adopted decisions
should be made available publicly not only in Lithuanian language but
also in English and/or other foreign languages. It is recommended that
this information should be placed on the website of the company.
Such documents may be published to the extent that their public
disclosure is not detrimental to the company or the company’s
commercial secrets are not revealed.
Not
applicable
The Company has the sole shareholder in
Lithuania.
1.7. Shareholders who are entitled to vote should be furnished with
the opportunity to vote at the general meeting of shareholders both
in person and in absentia. Shareholders should not be prevented from
voting in writing in advance by completing the general voting ballot.
Yes
The Company has the only shareholder who
may exercise the right to vote at the general
meeting of shareholders with or without
personal attendance.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
26
1.8. With a view to increasing the shareholders’ opportunities to
participate effectively at general meetings of shareholders, it is
recommended that companies should apply modern technologies on
a wider scale and thus provide shareholders with the conditions to
participate and vote in general meetings of shareholders via
electronic means of communication. In such cases the security of
transmitted information must be ensured and it must be possible to
identify the participating and voting person.
No
The Company does not yet provide the sole
shareholder with the opportunity to attend
meetings by electronic means. The
shareholder may exercise his rights in the
ways described in paragraph 1.7 of this
Report.
1.9. It is recommended that the notice on the draft decisions of the
general meeting of shareholders being convened should specify new
candidatures of members of the collegial body, their proposed
remuneration and the proposed audit company if these issues are
included into the agenda of the general meeting of shareholders.
Where it is proposed to elect a new member of the collegial body, it
is recommended that the information about his/her educational
background, work experience and other managerial positions held (or
proposed) should be provided.
Not
applicable
The Company has a single management
body, i.e. the manager.
The sole shareholder of the Company makes
a decision on the selection of the proposed
audit firm.
1.10. Members of the company’s collegial management body,
heads of the administration
1
or other competent persons related to
the C 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.
Not
applicable
The Company has a single management
body, i.e. the manager.
Principle 2: 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 management bodies as well as constantly
provide recommendations to the management bodies of the company.
The supervisory board should ensure the integrity and transparency of the Company’s financial accounting and control system.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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
The supervisory board is not formed in the
Company.
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.
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.
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
2
members
of the supervisory board should: a) maintain independence of their
analysis and decision-making; b) not seek or accept any unjustified
privileges that might compromise their independence.
1
For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.
2
For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated parties
defined in Article 31(7) and 31(8) of the Republic of Lithuania Law on Companies.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
27
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.
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.
2.2. Formation of the supervisory board
The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective and fair
corporate governance.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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 maintaining 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
The supervisory board is not formed in the
Company.
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
The supervisory board is not formed in the
Company.
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 manager or management board member of the
company should not be immediately appointed as chair of the
supervisory board either. Where the company decides to depart from
these recommendations, it should provide information on the
measures taken to ensure impartiality of the supervision.
Not
applicable
The supervisory board is not formed in the
Company.
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
The supervisory board is not formed in the
Company.
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
The supervisory board is not formed in the
Company.
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
The supervisory board is not formed in the
Company.
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 organization and ability
to act as a group, evaluation of the competence and work efficiency
of each member of the supervisory board, and evaluation whether the
supervisory board has achieved its objectives. The supervisory board
should, at least once a year, make public respective information about
its internal structure and working procedures
Not
applicable
The supervisory board is not formed in the
Company.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
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Principle 3. 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.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.1.2. As a collegial management body of the company, the
management board performs the functions assigned to it by the Law
and in the articles of association of the company, and in such cases
where the supervisory board is not formed in the company, it
performs inter alia the supervisory functions established in the Law.
By performing the functions assigned to it, the management board
should take into account the needs of the company’s shareholders,
employees and other interest groups by respectively striving to
achieve sustainable business development.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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 managers
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.1.4. Moreover, the management board should ensure that the
measures included into the OECD Good Practice Guidance
3
on
Internal Controls, Ethics and Compliance are applied at the company
in order to ensure adherence to the applicable laws, rules and
standards.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.1.5. When appointing the manager of the company, the
management board should take into account the appropriate balance
between the candidate’s qualifications, experience and competence.
Not
applicable
The management board is not formed in the
Company. In the case of a company, the sole
shareholder appoints the manager of the
Company, taking into account the
candidate’s qualifications, experience and
balance of competence.
3.2. Formation of the management board
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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
maintaining 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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3
3 Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti- bribery/44884389.pdf
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
29
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 report.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.2.3. All new members of the management board should be
familiarized with their duties and the structure and operations of the
company.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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
manager of the company should not be immediately appointed as
chair of the management board. When a company decides to depart
from these recommendations, it should furnish information on the
measures it has taken to ensure the impartiality of supervision.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.2.6. Each member should give sufficient time and attention to
perform the duties of a member of the management board. If a
member of the management board has attended less than half of the
board meetings during the financial year of the company, the
company's supervisory board should be informed of the same, if the
supervisory board is not formed in the company - the general meeting
of shareholders.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
3.2.7. n the event that the management board is elected in the cases
established by the Law where the supervisory board is not formed at
the company, and some of its members will be independent
4
, it
should be announced which members of the management board are
deemed as independent. The management board may decide that,
despite the fact that a particular member meets all the criteria of
independence established by the Law, he/she cannot be considered
independent due to special personal or company-related
circumstances.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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 non-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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
4
For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons defined in
Article 33(7) of the Republic of Lithuania Law on Companies.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
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3.2.10. Every year the management board should carry out an
assessment of its activities. It should include evaluation of the
structure of the management board, its work organization and ability
to act as a group, evaluation of the competence and work efficiency of
each member of the management board, and evaluation whether the
management board has achieved its objectives. The management
board should, at least once a year, make public respective information
about its internal structure and working procedures in observance of
the legal acts regulating the processing of personal data
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
Principle 4: Rules of procedure of the supervisory board and the management board of the Company
The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure efficient
operation and decision-making of these bodies and promote active cooperation between the company’s management bodies.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
4.1. The management board and the supervisory board, if the latter is
formed at the company, should act in close cooperation in order to
attain benefit for the company and its shareholders. Good corporate
governance requires an open discussion between the management
board and the supervisory board. The management board should
regularly and, where necessary, immediately inform the supervisory
board about any matters significant for the company that are related
to planning, business development, risk management and control,
and compliance with the obligations at the company. The
management board should inform the supervisory board about any
derogations in its business development from the previously
formulated plans and objectives by specifying the reasons for this.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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 uninterruptable resolution of essential corporate
governance issues would be ensured. Meetings of the company’s
collegial bodies should be convened at least once per quarter.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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.
Not
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
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
applicable
The Company has a single-person
management body, i.e. manager. The
management board is not formed.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
31
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory board is
not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on due
consideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest.
Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body with
recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial body.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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
5
.
Not
applicable
The Company does not have a collegial
management body, no committees are
formed in the Company.
5.1.2. Companies may decide to set up less than three committees. In
such case companies should explain in detail why they have chosen
the alternative approach, and how the chosen approach corresponds
with the objectives set for the three different committees.
Not
applicable
These functions are performed by the
existing bodies of the Company in
accordance with the competence assigned
to them by the applicable legal acts.
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.
Not
applicable
The Company does not have a collegial
management body, no committees are
formed in the Company.
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.
Not
applicable
The Company does not have a collegial
management body, no committees are
formed in the Company.
5.1.5. The authority of each committee formed should be determined
by the collegial body itself. Committees should perform their duties
according to the authority delegated to them and regularly inform the
collegial body about their activities and performance on a regular
basis. The authority of each committee defining its role and specifying
its rights and duties should be made public at least once a year (as
part of the information disclosed by the company on its governance
structure and practice on an annual basis). In compliance with the
legal acts regulating the processing of personal data, companies
should also include in their annual reports the statements of the
existing committees on their composition, the number of meetings
and attendance over the year as well as the main directions of their
activities and performance.
Not
applicable
The Company does not have a collegial
management body, no committees are
formed in the Company.
5
The legal acts may provide for the obligation to form a respective committee. For example, the Republic of Lithuania Law on the Audit of Financial
Statements 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).
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
32
5.1.6. With a view to ensuring 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.
Not
applicable
The Company does not have a collegial
management body, no committees are
formed in the Company.
5.2. Nomination committee
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
5.2.1. The key functions of the nomination committee should be the
following:
1) to select candidates to fill vacancies in the membership of
supervisory and management bodies and the administration and
recommend the collegial body to approve them. The nomination
committee should evaluate the balance of skills, knowledge and
experience in the management body, prepare a description of the
functions and capabilities required to assume a particular position
and assess the time commitment expected;
2) assess, on a regular basis, the structure, size and composition of the
supervisory and management bodies as well as the skills, knowledge
and activity of its members, and provide the collegial body with
recommendations on how the required changes should be sought;
3) devote the attention necessary to ensure succession planning.
Not
applicable
Due to the nature of management of the
Company, the nomination committee is not
formed in the Company.
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 manager of the company should be
consulted by granting him/her the right to submit proposals to the
Nomination Committee.
Not
applicable
Due to the nature of management of the
Company, the nomination committee is not
formed in the Company.
5.3. Remuneration committee
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
The main functions of the remuneration committee should be as
follows:
1) submit to the collegial body proposals on the remuneration policy
applied to members of the supervisory and management bodies and
the heads of the administration for approval. Such policy should
include all forms of remuneration, including the fixed-rate
remuneration, performance-based remuneration, financial incentive
schemes, pension arrangements and termination payments as well as
conditions which would allow the company to recover the amounts
or suspend the payments by specifying the circumstances under
which it would be expedient to do so;
2) 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) review, on a regular basis, the remuneration policy and its
implementation.
Not
applicable
Due to the nature of management of the
Company, the nomination committee is not
formed in the Company.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
33
5.4. Audit committee
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
5.4.1. The key functions of the audit committee are defined in the
legal acts regulating the activities of the audit committee
6
.
Yes
The audit committee performs the functions
defined in the legal acts regulating the
activities of the Audit Committee.
5.4.2. All members of the committee should be provided with detailed
information on specific issues of the company’s accounting system,
finances and operations. The heads of the company’s administration
should inform the audit committee about the methods of accounting
for significant and unusual transactions where the accounting may be
subject to different approaches.
Yes
The manager of the Company provides the
Audit Committee with all necessary
information.
5.4.3. The audit committee should decide whether the participation
of the chair of the management board, the manager of the company,
the chief finance officer (or senior employees responsible for finance
and accounting), the internal and external auditors in its meetings is
required (and, if required, when). The committee should be entitled,
when needed, to meet the relevant persons without members of the
management bodies present.
Yes
The Audit Committee, if necessary, may
invite any representative of the Company
and external auditors to its meetings.
5.4.4. The audit committee should be informed about the internal
auditor’s work program and should be furnished with internal audit
reports or periodic summaries. The audit committee should also be
informed about the work program of external auditors and should
receive from the audit firm a report describing all relationships
between the independent audit firm and the company and its group.
Yes
The Company does not have an internal
auditor. The Audit Committee
communicates directly with the external
auditors.
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.
Not
applicable
The Company has one employee.
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.
No
The Audit Committee submits such report to
the body electing the Committee at its
request or when the Audit Committee
deems it necessary.
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the company’s supervisory and management bodies to avoid
conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of the
supervisory and management bodies.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
Any member of the company’s supervisory and management body
should avoid a situation where his/her personal interests are or may
be in conflict with the company’s interests. In case such a situation did
occur, a member of the company’s supervisory or management body
should, within a reasonable period of time, notify other members of
the same body or the body of the company which elected him/her or
the company’s shareholders of such situation of a conflict of interest,
indicate the nature of interests and, where possible, their value.
Yes
The Company’s management bodies have
the duty to avoid conflicts of interest and to
declare them.
6
Issues related to the activities of audit committees are regulated by Regulation No 537/2014 of the European Parliament and the Council of 16 April
2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements of the Republic of
Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
34
Principle 7: Remuneration policy of the company
The remuneration policy and the procedure for review and disclosure of such policy established at the company should prevent potential
conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the administration, in
addition it should ensure the publicity and transparency of the company’s remuneration policy and its long-term strategy.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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.
Not
applicable
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
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.
Not
applicable
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
7.3. With a view to avoiding 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.
Not
applicable
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
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.
Not
applicable
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
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
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
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
managers in the next and, where relevant, subsequent financial years.
It should also contain a review of how the remuneration policy was
implemented during the previous financial year. The information of
such nature should not include any details having a commercial value.
Particular attention should be paid on the major changes in the
company’s remuneration policy, compared to the previous financial
year.
Not
applicable
Currently, the Company does not have an
approved remuneration policy that
determines the remuneration of
administrative managers in place. Legal acts
do not provide for such an obligation, as only
the Company’s bonds are publicly traded.
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.
Not
applicable
The Company does not apply schemes
according to which employees are
remunerated in shares or share options.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
35
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements and
encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial sustainability. In
the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers, clients, local community and
other persons having certain interests in the company concerned.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
8.1. The corporate governance framework should ensure that the
rights and lawful interests of stakeholders are protected.
Yes
The Company ensures that the rights and
legitimate interests of the stakeholders are
respected.
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 authorized capital, involvement of
creditors in corporate governance in the cases of the company’s
insolvency, etc.
Yes
Stakeholders participate in the governance
of the Company in accordance with the
procedure provided for in applicable legal
acts.
8.3. Where stakeholders participate in the corporate governance
process, they should have access to relevant information.
Yes
The relevant information is provided in
accordance with applicable requirements of
legislation.
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
Stakeholders have the opportunity to
confidentially report illegal or unethical
practices to the manager of the Company.
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including the
financial situation, operations and governance of the company.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
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:
Yes
The information described below is disclosed
in the notices of significant events published
through the information disclosure system
of the Nasdaq Vilnius Stock Exchange, on the
Company’s website, in the Company’s
annual and interim information documents
to the extent required by legal acts and
International Financial Reporting Standards
adopted in the European Union.
9.1.1. operating and financial results of the company;
Yes
The Company publishes interim and annual
financial statements.
9.1.2. objectives and non-financial information of the company;
Yes
The Company publishes semi-annual and
annual reports, information is published in
the order described above.
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
This information is published in the
Company’s financial statements and annual
report to the extent the Company deems
necessary.
9.1.4. members of the company’s supervisory and management
bodies who are deemed independent, the manager of the company,
the shares or votes held by them at the company, participation in
corporate governance of other companies, their competence and
remuneration;
Yes
This information is published in the
Company’s financial statements and annual
report to the extent the Company deems
necessary.
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;
Not
applicable
No committees are formed in the Company.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
36
9.1.6. potential key risk factors, the company’s risk management and
supervision policy;
Yes
This information is published in the
Company’s financial statements and annual
report to the extent the Company deems
necessary.
9.1.7. the company’s transactions with related parties;
Yes
The information is published in the
Company’s financial statements.
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
The relevant information, to the extent
deemed necessary by the Company, is
published in the Company’s annual report.
9.1.9. structure and strategy of corporate governance;
Yes
The information is published in the
Company’s financial statements.
9.1.10. initiatives and measures of social responsibility policy and
anticorruption fight, significant current or planned investment
projects.
This list is deemed minimum and companies are encouraged not to
restrict themselves to the disclosure of information included into this
list. This principle of the Code does not exempt companies from their
obligation to disclose information as provided for in the applicable
legal acts.
Not
applicable
Taking into account the size of the Company,
it is not applicable to the Company.
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
The information is published in the
Company’s financial statements.
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 management bodies and the manager of
the company as well as potential conflicts of interest which could
affect their decisions should be provided. It is further recommended
that the remuneration or other income of members of the company’s
supervisory and management bodies and the manager of the
company should be disclosed, as provided for in greater detail in
Principle 7.
Not
applicable
Since the legislation does not require the
disclosure of remuneration, the information
is not disclosed.
9.4. Information should be disclosed in such manner that no
shareholders or investors are discriminated in terms of the method of
receipt and scope of information. Information should be disclosed to
all parties concerned at the same time.
Yes
The Company’s information is published in
the Nasdaq Vilnius regulated notification
distribution system, on the website.
Principle 10: Selection of the company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.
PRINCIPLES/ RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
10.1. With a view to obtaining an objective opinion on the company’s
financial condition and financial results, the company’s annual
financial statements and the financial information provided in its
annual report should be audited by an independent audit firm.
Yes
The Company is audited by the independent
auditor Main Financial Solutions UAB.
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 nominates a candidate for the
audit firm to the general meeting of
shareholders for consideration.
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.
Not
applicable
In 2023, the audit firm provided only audit
services to the Company.
Partnerystės projektai keturi UAB
Registration number 304950437, address A. Goštauto g. 40B, Vilnius
CONFIRMATION OF RESPONSIBLE PERSONS
FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are presented in euros, unless stated otherwise)
37
CONFIRMATION OF RESPONSIBLE PERSONS
23 April 2024
Following the Rules on Preparation and Submission of Periodic and Additional Information of the Lithuanian Securities Commission and
the Law on Securities (article 12) of the Republic of Lithuania, the management of UAB “Partnerystės projektai keturi” hereby confirms
that, to the best of our knowledge, the attached consolidated and separate financial statements of 2023 are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union, give a true and fair view of the assets, liabilities,
financial position and profit or loss, cash flow.
Present the Annual Report for the financial year 2023 includes a fair review of the development and performance of the business and
posotions of the Company and the Group in relation to the description of the main risk and contingencies faced thereby.
Signed electronically Signed electronically
Artūras Klangauskas
Director
Živilė Jablonskytė
Person acting under power of attorney –
Senior Financial Officer of UAB „Eika“