SPECIALIAL CLOSED-ENDED TYPE
PRIVATE EQUITY INVESTMENT COMPANY
INVL Technology
DECEMBER 2023 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARTS AS ADOPTED BY THE EUROPEAN UNION PRESENTED
TOGETHER WITH INDEPENDENT AUDITOR
Special closed-end type private capital investment company
INVL Technology
Gyn j str. 14, LT-01109 Vilnius Company code 300893533
Phone +370 5 279 0601 Account No LT66 7044 0600 0604 2883
Fax +370 5 279 0530 SEB bank
E-mail: info@invltechnology.lt
CONFIRMATION OF RESPONSIBLE PERSONS
8 April 2024
Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities
(Article 12) of the Republic of Lithuania, management of INVL Technology hereby confirms that, to
the best of 2023 are prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by the European
Union, give true and fair view of the assets, liabilities, financial position and profit or loss of INVL
Technology.
Presented Annual Report for 2023 includes a fair review of the development and performance of the
business and position of the company and
main risks and contingencies faced thereby.
ENCLOSED:
financial statements for 2023.
Annual Report for 2023.
Chairman of the Investment Committee
of INVL Technology
Head of alternative funds accounting of
the Management Company INVL Asset Management Agn
Chairman of the Investment Committee of INVL
Financial
Statements for 2023, also Annual Report for 2023
and Confirmation of responsible persons with a
qualified electronic signature.
Head of alternative funds accounting of the
Management Company of INVL Technology, signs the
Company s Financial Statements for 2023, and
Confirmation of responsible persons with a qualified
electronic signature.
3
Translation note:
This version of the financial statements has been prepared in Lithuanian and English languages. In all matters
of interpretation of information, views or opinions, the Lithuanian language version of the financial
statements takes precedence over the English language version.
TABLE OF CONTENTS
BASIC DETAILS ........................................................................................................................................4
STATEMENT OF COMPREHENSIVE INCOME ....................................................................................... 5
STATEMENT OF FINANCIAL POSITION ................................................................................................. 6
STATEMENT OF CASH FLOWS ..............................................................................................................7
STATEMENT OF CHANGES IN EQUITY.................................................................................................. 8
NOTES TO THE FINANCIAL STATEMENTS ........................................................................................... 9
1 General information...............................................................................................................................9
2 Basis of preparation and material accounting policies........................................................................10
3 Accounting estimates and judgements ...............................................................................................15
4 Financial assets at fair value through profit or loss.............................................................................16
5 Cash and cash equivalents .................................................................................................................20
6 Loans...................................................................................................................................................20
7 Reserves .............................................................................................................................................20
8 Provisions............................................................................................................................................21
9 Borrowings ..........................................................................................................................................22
10 Other current liabilities .....................................................................................................................22
11 Net Asset Value (a non-IFRS measure) ..........................................................................................22
12 Dividends and interest income.........................................................................................................22
13 Other expenses (including remuneration for statutory audit)...........................................................22
14 Income tax .......................................................................................................................................22
15 Earnings per share...........................................................................................................................23
16 Related-party transactions...............................................................................................................24
17 Segment reporting ...........................................................................................................................25
18 Financial instruments by category ...................................................................................................25
19 Financial risk management ..............................................................................................................26
20 Events after the reporting period .....................................................................................................29
ANNUAL REPORT...................................................................................................................................30
................................................................................................. 12
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are in EUR thousands unless otherwise stated)
4
BASIC DETAILS
Management
Supervisory Board
(until 20 February 2023)
(until 20 February 2023)
Gintaras Rutkauskas (until 20 February 2023)
Management Company
INVL Asset Management UAB
Investment committee
Mr. Chairman)
Mrs. Vida
Mr. Vytautas Plunksnis
Mr.
Depository
AB SEB bank
Address of registered office and company code
Registered office address:
,
Vilnius,
Lithuania
Company code 300893533
Banks
AB SEB bank
These financial statements were authorized for issue by the Management Company and signed on 8 April 2024.
The document is signed with a
qualified electronic signature
The document is signed
with a
qualified electronic signature
Chairman of the Investment
Committee INVL Technology
Head of alternative funds
accounting at INVL Asset
Management UAB
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are in EUR thousands unless otherwise stated)
5
STATEMENT OF COMPREHENSIVE INCOME
Notes
2023
2022
Income
Net change in fair value of financial assets 4 9,
949
(424)
Dividend income 12
500
800
Interest income 12 292
138
Total net income 10,741
514
Management fee 2.8
(481)
(590)
Success fee/fee reversal 8 (4,906
)
2,339
Other expenses 13 (182
)
(148)
Total operating expenses
(5,569
)
1,601
Operating profit (loss) 5,172
2,115
Finance costs (7)
-
Profit (loss) before tax for the reporting period 5,165
2,115
Income tax 14 -
-
Profit (loss) for the reporting period 5,165
2,115
Other comprehensive income for the reporting period, net
of
tax
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
REPORTING PERIOD
5,165
2,115
Basic and diluted earnings (deficit) per share (in EUR) 15 0.43
0.18
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are in EUR thousands unless otherwise stated)
6
STATEMENT OF FINANCIAL POSITION
Notes
As at
31 December 2023
As at
31 December 2022
ASSETS
Non-current assets
Financial assets at fair value through profit or loss
4
44,
890
34,
941
Loans 6
1,
895
1,
895
Total non-current assets
46,785
36,836
Current assets
Loans 6
1,
354
878
Cash and cash equivalents 5
749
733
Total current assets
2,
103
1,611
Total assets
48,
888
38,447
EQUITY AND
LIABILITIES
Equity
Share capital 1
3,
531
3,
531
Share premium
8,
268
8,
268
Own shares
(280)
(294)
Reserves 7
10,337
10,257
Retained earnings
21,673
16,508
Total equity
43,529
38,270
Liabilities
Provisions for success and accrued management fees
8
4,906
-
Total long-term liabilities
4,906
-
Current liabilities
Borrowings 9
300
-
Other current liabilities 10 153
177
Total current liabilities
453
177
Total liabilities
5,
359
177
Total equity and liabilities
48,
888
38,
447
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are in EUR thousands unless otherwise stated)
7
STATEMENT OF CASH FLOWS
Notes
2023
2022
Cash flows from operating activities
Net profit for the reporting period 5,165
2,115
Adjustments for:
Dividend income 12 (500)
(800)
Interest income 12 (292)
(138)
Interest expenses 7
Net change in fair value of financial assets 4 (9,949)
424
Provisions for success and accrued management fees 8 (4,906)
(2,
339)
(663)
(738)
Changes in working capital:
Dividends received 12 500
800
Increase (decrease) in other current liabilities (31)
(11)
Cash flows from (used in) operating activities 469
789
Income tax paid - -
Net cash flows from (used in) operating activities (194)
51
Cash flows from investing activities
Interest received 0 316 25
Loans granted 0 (1,150)
(2,
070)
Loan repayments received 0 650 600
Net cash flows from (used in) investing activities (184)
(1,
445)
Cash flows from financing activities
Repurchase of own shares - -
Received payments for share based awards 94 30
Received loans 300 -
Net cash flows from (used in) financing activities 394 30
Foreign exchange effect on the balance of cash and
cash equivalents
- -
Net increase (decrease) in cash and cash equivalents 16 (1,
364)
Cash and cash equivalents in the beginning of the
period
733 2,097
Cash and cash equivalents at the end of the period 5 749 733
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(all amounts are in EUR thousands unless otherwise stated)
8
STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
Own
shares
Legal
reserve
Reserve for
acquisition
of own
shares
Reserves
for share
-
based
payments
Retained
earnings
Total
Balance at 31 December
2021 3,
531
8,
268
(296)
354
9,
800
75
14,
393
36,
125
Purchase of own shares
-
-
-
-
-
-
-
-
Share based payments
-
-
2
-
-
28
-
30
Redistribution of retained
earnings to the reserves
-
-
-
-
-
-
-
-
Total transactions with
owners of the Company,
recognized directly in equity
-
-
2
-
-
28
-
30
Net profit (loss) for 2022
-
-
-
-
-
-
2,115
2,115
Total
comprehensive income
for 2022
-
-
-
-
-
-
2,115
2,115
Balance at 31 December
2022
3,531
8,268
(294)
354
9,800
103
16,508
38,270
Purchase of own shares
-
-
-
-
-
-
-
-
Share based payments
-
-
14
-
-
80
-
94
Redistribution of retained
earnings to the reserves
-
-
-
-
-
-
-
-
Total transactions with
owners of the Company,
recognized directly in equity
-
-
14
-
-
80
-
94
Net profit (loss) for 2023
-
-
-
-
-
-
5,165
5,165
Total
comprehensive income
for 2023
-
-
-
-
-
-
5,165
5,165
Balance at 31 December
2023
3,
531
8,
268
(280)
354
9,
800
183
21,673
43,529
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
9
NOTES TO THE FINANCIAL STATEMENTS
1 General information
INVL Technology UTIB (company code 300893533, ) is a closed-ended type investment company
registered in the Republic of Lithuania. 4, Vilnius, Lithuania.
On 14 July 2016 the Company has been issued a closed-ended type investment company (UTIB) license by the Bank of
activities are supervised by the Bank of
Lithuania, thereby providing additional security to the investors.
INVL Technology strategy is to invest in national-level European IT businesses with high globalization potential and grow them
into global players by utilizing the sales channels and intellectual capital of the managed companies.
to ensure efficiency and control of investments. The Investment Committee consists of 4 (four) representatives of the
Management Company (employees, members of management bodies of the Management Company, other persons appointed
by a decision of the Board of the Management Company). The purpose of the Investment Committee is to ensure the Managed
he adopted decisions. On 29 April 2021, the Company approved the establishment
of the Supervisory Board of the Company which replaced the Advisory Committee, formed back in April 2017. The purpose of
the Supervisory Board is to ensure the representation of the interests of the Company's shareholders, the accountability of this
In accordance with the new
version of the Republic of Lithuania Law on Companies which entered into effect on 30 November 2022 and according to the
provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies
to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form
y
with supervisory function the Supervisory Board has been eliminated on 2 February 2023. It was envisaged that the
Management Company may form an Advisory Committee of the Company.
The Company operates as a cluster of IT businesses working with large corporate and public entities. The entities managed by
the Company are classified into 3 functional groups: business climate improvement and e-government, IT services and software,
and cyber security. NRD Group companies belong to the business climate improvement and e-government group, the cyber
security group covers NRD CS, whereas the IT services and software group is formed by joining the areas of IT infrastructure
and IT intensive in At the end of 2023 INVL Technology portfolio consists of 17 operating companies. At the
end of 2022 INVL Technology portfolio consisted of 18 operating companies.
The Company has an agreement on depository services with SEB Bankas which acts as
The Management Company manages the portfolio of investment instruments of the Company following principles of
diversification set in the Articles of Association (the conformity of the portfolio of investment instruments of the Company to those
incorporation documents and to choose the Depository). The Company cannot invest more than 30% of net asset value of the
Company into any single issuer of the instrument. The indicator may be exceeded up to 4 years after the date the Company
became a closed-ended investment company. More detailed requirements are lined out in the Articles of Association of the
Company and in Note 19.1.
As at 31 December 2023 and 2022 authorized share capital was divided into 12,175,321 ordinary registered
no shares of the Company. The shareholders holding ownership to or otherwise controlling over 5% authorized
share capital (by number of votes held) are as follows as of 31 December 2023 and 31 December 2022:
Number of shares
held as at 2023.12.31
%
share of share
capital 2023.12.31
Number of
shares
held as at 2022.12.31
%
share of share
capital 2022.12.31
LJB Investments UAB
(controlling
shareholder Mr. Alvydas Banys)
2,424,152
19.91%
2,424,152
19.91%
INVL LIFE UAB (
controlling
shareholder
)
1,873,678
15.39%
1,873,678
15.39%
Ms.
1,466 421
12.04%
1,466,421
12.04%
Lietuvos Draudimas AB
909,090
7.47%
909,090
7.47%
Mr.
675,452
5.55%
675,452
5.55%
Mr. Alvydas Banys
618,745
5.08%
618,745
5.08%
Company (own shares)
101,252
0.83%
106,799
0.88%
Other minor shareholders
4,106,531
33.73%
4,100,984
33.68%
Total
12,175,321
100.00%
12,175,321
100.00%
have been traded in the Baltic Secondary List of NASDAQ Vilnius stock exchange since 4 June 2014.
In 2023 and 2022 the Company did not have own employees.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
10
2 Basis of preparation and material accounting policies
2.1 Basis of preparation
Statement of compliance
The
as adopted by the European Union (EU).
The Company meets the definition criteria of an investment entity under IFRS 10. The Company has no subsidiaries that provide
therefore no subsidiaries to be consolidated and the Company does
not prepare consolidated financial statements.
These financial statements have been prepared on a historical cost basis, except for financial assets measured at fair value
through profit or loss. The financial statements are presented in EUR thousands, and all the amounts have been rounded to the
nearest thousand unless otherwise stated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires the management to exercise its judge
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 3
circumstances, events or actions, actual results may ultimately differ from these estimates.
Adoption of new and/or changed IFRSs and International Financial Reporting Interpretations Committee (IFRIC) interpretations
The following IFRSs amendments were adopted by the Company for the first time in the financial year ended 31 December
2023:
- amendments to IAS 1 and IFRS practice statement 2: Disclosure of accounting policies;
- amendments to IAS 8: Definition of accounting estimates;
- amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction;
- amendments to IAS 12: International Tax Reform Pillar Two Model Rules;
- IFRS 17 Insurance Contracts.
IAS 1 was amended to require companies to disclose their material accounting policy information rather than their significant
accounting policies. The amendment provided the definition of material accounting policy information. The amendment also
clarified that accounting policy information is expected to be material if, without it, the users of the financial statements would be
unable to understand other material information in the financial statements. The amendment provided illustrative examples of
accou t
to IAS 1 clarified that immaterial accounting policy information need not be disclosed. However, if it is disclosed, it should not
The am
.
All amendments adopted as of 1 January 2023 had no impact on the Co
December 2023.
Standards adopted by the EU but not yet effective and have not been early adopted
Amendments to existing standards and new standards, which are adopted by the EU, but not yet effective, are not relevant to
the Company.
Standards not yet adopted by the EU
Amendments to existing standards and new standards, which are not yet adopted by the EU are not relevant to the Company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
11
2 Basis of preparation and material accounting poli
2.2 Investment entity and consolidated financial statements
Investment entity
The Company has multiple unrelated investors. The Company has multiple investments. Ownership interests in the Company
are in the form of equity securities issued by the Company ordinary registered shares. In accordance with IFRS, the Company
meets all the requirements for an investment entity:
(i) obtains funds from investors for the purpose of providing them with investment management services.
(ii) commits to investors that its business purpose is to invest for capital appreciation, investment income or both;
(iii) measures and evaluates its investments and makes investment decisions on a fair value basis as a key criterion.
Subsidiaries
The Company meets the definition of an investment entity as defined by IFRS 10 and is required to account for the investments
in its subsidiaries at fair value through profit and loss. The fair value of subsidiary investments is determined on a consistent
basis as described in the Note 4.
Where the Company is deemed to control an underlying portfolio company, whereby the control is exercised via voting rights or
indirectly through the ability to direct the relevant activities in return for access to a significant portion of the variable gains and
losses derived from those relevant activities, the underlying portfolio company and its results are also not consolidated and are
instead reflected at fair value through profit or loss.
2.3 Functional and presentation currency
The financial statements are prepared in euros (EUR), which is
are rounded to the nearest thousand (EUR thousand) unless otherwise stated. Due to the rounding effects, the totals in the
tables may not add up.
2.4 Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of investments that are not traded in active markets is determined
by using valuation techniques. Such valuation techniques may include the most recent transactions in the market, the market
price for similar transactions, discounted cash flow analysis or any other valuation models.
At the end of each reporting period fair values for unlisted equity securities are determined by the external qualified valuer using
valuation techniques. Such valuation techniques may include earnings multiples (based on the budget earnings or historical
earnings of the issuer and earnings multiples of comparable listed companies) and discounted cash flows (based on the
expected future cash flows discounted at an appropriate discount rate). The Company adjusts the valuation model as deemed
necessary for factors such as non-maintainable earnings, seasonality of earnings, market risk differences in operations relative
to the peer multiples etc. The valuation techniques also consider the original transaction price and take into account the relevant
developments since the acquisition of the investments and other factors pertinent to the valuation of the investments, with
reference to such rights in connection with realization, recent third-party transactions of comparable types of instruments, and
reliable indicative offers from potential buyers. In determining fair value, the Company may rely on the financial data of investee
portfolio companies and on estimates by the management of the investee portfolio companies as to the effect of future
developments. Although the external qualified valuer uses its best judgement, and cross- references results of primary valuation
models against secondary models in estimating the fair value of investments, there are inherent limitations in any estimation
techniques. Whilst the fair value estimates presented herein attempt to present the amount the Company could realize in a
current transaction, the final realization may be different as future events will also affect the current estimates of fair value. The
effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the
financial statements.
Where portfolio investments are held through subsidiary holding companies, the net assets of the holding company are added
to the value of the portfolio investment being assessed to produce the fair value of the holding company held by the Company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
12
2 Basis of preparation and material
2.5 Financial assets
Financial assets within the scope of IFRS 9 are classified as:
- financial assets at fair value through profit or loss,
- financial assets at fair value, recognizing the change in fair value as other comprehensive income,
- or financial assets measured at amortized cost.
The classification depends on the ent
cash flows.
The Company classifies its investments in equity securities as financial assets measured at fair value through profit or loss.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are recognized in the
statement under "Dividend income" when the right to pay dividends is established. Assets in this category are classified as
current assets if the payment is settled within 12 months; otherwise, it is recorded as non-current assets.
loans granted and bonds are held to collect contractual cash flows and they are solely
payments of principal and interest, the Company classifies these financial assets as measured at amortized cost. This category
also includes other receivables and cash and cash equivalents. The Company reclassifies debt instruments when and only when
its business model for managing those assets changes.
The value of financial assets at amortized cost at the balance sheet date is determined using the effective interest method, less
impairment.
Financial assets are recognized at fair value when the Company becomes party to the contractual provisions of the instrument.
2.6 Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at
amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
Loans granted and bonds purchased are considered to be low credit risk when they have a low risk of default, and the borrower
has a strong capacity to meet its contractual cash flow obligations in the near term.
The financial assets are considered as credit-impaired, if objective evidence of impairment exists at the reporting date. Evidence
of impairment may include indications that the debtors or a group of debtors are experiencing significant financial difficulty,
default or delinquency in payments, the probability that they will enter bankruptcy or other financial reorganization.
Financial assets are written off, in whole or in part, when there is no reasonable expectation of recovery. Indicators that there is
no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of
the debtor. Impaired debts are derecognized when they are assessed as uncollectible.
2.7 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with an original maturity of three months or less.
2.8 Success fee and Management fee
The Management Fee is the remuneration paid to the Management Company for management of the assets of the Company,
which is payable for each quarter of a calendar year and is 0,5 percent of the weighted average capitalization of the Company,
calculated according to the Articles of Association. The Management Fee during Investment Period for a full quarter is 0,625
percent (Investment Period is five years after obtaining a license for the Company (Note 11)). The Management Fee for the
Investment Period is disbursed according to the following rules:
80 percent of the Management Fee is paid not later than 5 Business Day after the last day of the quarter of a calendar
year;
20 percent of the Management Fee (total amount cannot exceed EUR 750 thousand) is disbursed with the first
disbursement of Success Fee; if Success Fee is not disbursed, this portion of Management Fee is not payable.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
13
2 Basis of preparation and material
2.8 Success fee and Management fee
The Success Fee depends on the return earned by the Company, which shall be calculated for the whole Company but not for
an individual shareholder and is based on an internal rate of return. The Success Fee is disbursed after annual internal rate of
return of disbursements reaches annual rate of 8 percent during lifetime of the Company. The basis of calculation of annual
internal rate of return is initial net assets value of the Company as of 13 July 2016 and is equal to EUR 23,906,150.
After internal rate of return reaches 8 percent, excess return earned is allocated as the Success Fee until total return on
investment is distributed according to the proportion of 80/20 (20 percent of the return is the Success Fee payable to the
Management Company). Any amounts exceeding before mentioned return are disbursed to the shareholders after 20 percent
deduction as the Success Fee payable to the Management Company.
The Success Fee shall be disbursed to the Management Company only after the Shareholders are paid their initial investment
with average annual return of 8 percent. Until then, the Success Fee shall be accumulated and reflected in financial statements
as a liability to the Management Company according to the accounting policy. The Success Fee shall be disbursed to the
Management Company each time when funds are disbursed to Shareholders if the condition provided above is satisfied.
2.9 Financial liabilities
The Company recognizes financial liability when it first becomes a party to the contractual rights and obligations in the contract.
All financial liabilities are initially recognized at fair value, minus (in the case of a financial liability that is not at fair value through
profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at
amortized cost using the effective interest method. A financial liability is derecognized when the obligation under the liability is
discharged or cancelled or expires.
Management fee
Determined Management Fee is payable quarterly is recorded as a financial liability and is measured at amortized cost.
Success fee
The Success Fee is accounted as a provision on a quarterly basis until the conditions, as described in note 2.8, for the payment
of the Performance Fee are satisfied, when payable part of the Success Fee is recorded as financial liability and is further
accounted for at amortized cost.
2.10 Revenue recognition
Profit from investment transfer
Investment gains / losses are recognized when the significant portion of the risks and rewards of ownership of the investment is
transferred to the buyer. Gains / losses on investments are disclosed in conjunction with changes in the fair value of investments.
Interest Income
Interest income is recognized on an accrual basis using the effective interest rate that is used to discount accurately the
estimated future cash inflows over the expected useful life of the financial instruments to their net carrying amount.
Dividend income
Dividend income is recognized in the period in which the Company's right to receive payment is established.
2.11 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
recognized in equity as a deduction, net of tax, from share premium.
The financial instrument (shares of the Company) includes legal obligation for the issuing entity to deliver pro rata share of its
net assets upon liquidation, which is certain to occur as the Company has finite life (Note 1). However, the shares of the Company
meet the following conditions, thus shares of the Company are treated as equity:
net
assets are those assets that remain after deducting all other claims on its asset;
The instrument is in the class of instruments that is subordinate to all other classes of instruments.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
14
2 Basis of preparation and material
2.12 Share-based payments
As at 31 December 2023 two types of share-based payment schemes for the
According to both of these programs part of employee remuneration is settled in equity.
In case of the first share-based payment scheme grant date is the date at which the Company, Subsidiary and the employee
agree to a share-based payment arrangement, and requires that the Company, Subsidiary and the employee have a shared
understanding of the terms and conditions of the arrangement. If the employee services are rendered before grant date, the
Company estimating the fair value of the equity instruments is by assuming that grant date is at the reporting date. Once grant
date has been established, the Company revises the earlier estimates so that the amounts recognized for services received are
based on the grant-date fair value of the equity instruments. Options under this program will vest notwithstanding any other
conditions and is a non-optional part of remuneration. The option holder acquires the ownership right to the option shares after
the agreed period (3 years). Under certain conditions ownership rights could be exercised earlier.
The fair values of options granted in 2023 and in 2022 according to the first scheme were determined using weighted average
of the last full month prior to pricing. All options granted during 2023 and 2022 was for the renumeration related to 2022 and
2021 respectively and are fully vested.
In total, EUR 163 thousand (EUR 58 thousand in 2023, EUR 30 thousand in 2022 and EUR 75 thousand in 2021) of employee
remuneration levied by the Company to its subsidiaries has been paid by the Subsidiaries and included in reserve for share-
based payments. When the options are exercised, the Company sells own shares. During 2023 the Company has sold its own
shares for EUR 14 thousand (EUR 2 thousand in 2022).
In its separate financial statements, the grant by the Company of options over its equity instruments to the employees of
subsidiary undertakings is treated as a reserve for share-based payments. The fair value of employee services received,
measured by reference to the grant date fair value is recognized as a change in the investment in the subsidiary by adjusting for
the change in the value of the investment.
During 2023 the Company started to apply the second type of the share-based payment scheme, where grant date is the date
at which the Company and the employee of Subsidiary agree to a share-based agreement without any compensations from
Subsidiary to the Company. Options under this program will vest in case the service condition (valid both the option agreement
ant the employment contract at the end of Companies activity) and the performance market condition (the annual return of the
Company exceeds hurdle rate of 8%) are met. As this type of option is considered as equity-settled share-based transaction,
the fair value of the options granted shall be calculated at the grant date and shall be recognized during the vesting period.
The fair values of options granted in 2023 according to the second scheme amounting to EUR 117 thousand were determined
using the Black-Scholes model (BSM). The amount of EUR 28 thousand was recognized in 2023 and treated as the wage and
salary expenses and the reserve for share-based payments.
2.13 Current and deferred income tax
Following the provisions of the Lithuanian Law on Corporate Income Tax, investment income of closed-end investment
companies operating in accordance with the Lithuanian Law on Collective Investment Undertakings shall not be subject to
income tax.
2.14 Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. The expense relating to any provision is presented in the profit or loss. If the effect
of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate,
the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized
as a finance cost.
Provisions for success fee and part of management fee
The Company is obliged to pay success fee and part of the management fee to the management company under certain
circumstances (note 2.8).
As management services are provided during the period, provision for success and part of management fee should be
recognized when the Company has a present obligation (legal or constructive) as a result of a past event (the annual return of
the Company exceeds hurdle rate of 8%). The amount to be recognized equals the best estimate of economic resources needed
to cover the obligation.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
15
3 Accounting estimates and judgements
3.1 Judgements
most significant effect on the amounts recognized in these financial statements:
Investment entity status
The management periodically reviews whether the Company meets all the definition criteria of an investment entity. In addition,
1), investment strategy, origin of income and fair value
valuation techniques. According to the management, the Company met all the definition criteria of an investment entity
throughout all the periods presented in these financial statements.
3.2 Accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
The significant areas of estimation used in the preparation of these financial statements are discussed below.
Fair value of investments that are not traded in an active market
Fair values of investments in subsidiaries that are not traded in an active market are determined by using valuation techniques,
primarily discounted cash flows, income multipliers and last comparable transactions. The valuation techniques used to
determine fair values are periodically reviewed and compared against historical results to ensure their reliability. Details of the
inputs and valuation models used to determine Level 3 fair value are provided in Note 4.
Provision for success fee and accrued part of management fee
As described in Notes 2.9 and 2.14, if the conditions provided for in the Company's Articles of Association are met, the Company
has an obligation to pay a success fee and a cumulative part of the management fee to the Management Company. Since the
Company's estimated return as at 31 December 2023 exceeded the minimum return barrier over the entire Company's period,
i.e. a binding past event occurred, the Company calculated a provision for success and accrued management fees.
The Company's estimated return as at 31 December 2022 did not exceed the minimum return barrier over the entire Company's
period, i.e. a binding past event did not occur, the Company did not calculate a provision for success and accrued management
fees.
The Company estimates that the best estimate of the provision for the performance fee and the accrued management fee is the
excess of the actual earnings as at 31 December 2023 over the minimum return barrier that would have been paid to the
Management Company if the Company had sold all its investments at the balance sheet date at the fair value of the investments
determined in the balance sheet. This method of calculation is based on the assumption that the fair value of the investment
presented in the balance sheet is the best estimate of the possible selling price of the investment at the balance sheet date. If
the actual selling price of the investment were 5 % higher, the amount of the provision would increase by EUR 449 thousand,
and if the selling price were 5% lower, provision would decrease by EUR 869 thousand.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
16
4 Financial assets at fair value through profit or loss
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly;
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on
observable market data.
ierarchy.
The Company has no Level 1 or Level 2 instruments.
The table below presents the Co 31 December
2023:
Name
Country of
incorporation
Shares (voting rights)
held directly/indirectly
by the Company, (%) Profile of activities
Novian UAB Lithuania 100 Investing in IT companies
Novian Technologies UAB* Lithuania 100 Information technology solutions
Novian Esti OU* Estonia 100 Information technology solutions
Andmevara SRL* Moldova 100 Information technology solutions
Zissor AS* Norway 100 Information technology solutions
Novian Systems UAB* Lithuania 100 Information technology solutions
Novian PRO UAB* ** Lithuania 100 Information technology solutions
Andmevara AS* *** Estonia
100 Information technology solutions
NRD Companies AS Norway 100 Information technology solutions
NRD Systems UAB* Lithuania 95.91 Information technology solutions
Etronika UAB* Lithuania 94 Information technology solutions
Norway Registers Development AS
(with NRD AS Lithuania) * Norway 100 Information technology solutions
Norway Registers Development
Rwanda Ltd* Rwanda 100 Information technology solutions
Infobank Uganda Ltd* Uganda 30 Information technology solutions
NRD CS UAB Lithuania 100 Information technology solutions
NRD Bangladesh Ltd* Bangladesh 100 Information technology solutions
FINtime UAB Lithuania 100 Business process outsourcing
* These entities were indirectly controlled by the Company as at 31
December
2023.
** As of 11 December 2023, Elsis PRO UAB has changed their name to Novian PRO UAB.
***
By court order of 18 August 2023 was declared insolvent (in bankruptcy).
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
17
4 Financial assets at fair value through profit or loss (
31 December
2022:
Name
Country of
incorporation
Shares (voting rights)
held directly/indirectly
by the Company, (%) Profile of activities
Novian UAB Lithuania 100 Investing in IT companies
Novian Technologies UAB* Lithuania 100 Information technology solutions
Novian Esti OU* ** Estonia 100 Information technology solutions
Andmevara SRL* Moldova 100 Information technology solutions
Zissor AS* Norway 100 Information technology solutions
Novian Systems UAB* Lithuania 100 Information technology solutions
Elsis PRO UAB* Lithuania 100 Information technology solutions
Andmevara AS* Estonia 100 Information technology solutions
NRD Companies AS Norway 100 Information technology solutions
NRD Systems UAB* Lithuania 95.91 Information technology solutions
Etronika UAB* Lithuania 90 Information technology solutions
Norway Registers Development AS
(with NRD AS Lithuania) * Norway 100 Information technology solutions
Norway Registers Development
Rwanda Ltd* Rwanda 100 Information technology solutions
Infobank Uganda Ltd* Uganda 30 Information technology solutions
NRD CS UAB Lithuania 100 Information technology solutions
NRD Bangladesh Ltd* Bangladesh 100 Information technology solutions
FINtime UAB Lithuania 100 Business process outsourcing
* These entities were indirectly controlled by the Company as at 31
December
2022.
** As of 7 June 2022, Admevara Services OU has changed their name to Novian Esti OU.
The Company conducts an independent valuation of its investments in subsidiaries when preparing the annual financial
statements. As at 31 December 2023 and 31 December 2022, the valuation was carried out by Deloitte Verslo Konsultacijos UAB
using the income approach, except for the valuation of FINtime UAB, the net asset value method was used for the full valuation
of the company which was considered the most suitable for the company. In the opinion of the management, the fair value of
investments was determined appropriately using the inputs and ratios properly selected and reasonably reflecting the
investments. The fair value of investments was determined in compliance with the International Valuation Standards approved
by the International Valuation Standards Council. For the income approach, the discounted cash flow method was used. It was
based on free cash flow forecasts made by management for the period of 5 years.
:
Name
At 31 December
2023
At
31 December 2022
Novian UAB Group*
19,679
17,618
NRD Group**
10,986
7,289
NRD CS UAB***
14,104
9,876
FINtime UAB
121
158
Total
44,890
34,941
*Novian UAB group consisted of Novian UAB together with the entities controlled by it Novian technologies UAB, Novian Esti OU, Andmevara
AS, Andmevara SRL, Zissor AS, Norway Registers Development Rwanda Ltd, Novian systems UAB, Novian Pro UAB.
**Includes all NRD Group companies NRS Systems UAB, Etronika UAB, Norway Registers Development AS (with NRD AS Lithuania),
Infobank Uganda Ltd.
***Includes NRD CS UAB and NRD Bangladesh Ltd.
The subsidiaries of the Company as at 31 December 2023 did not have any significant restrictions on the repayment of dividends
to the Company from non-consolidated subsidiaries or the Company's loans to unconsolidated subsidiaries with the exception
of Novian UAB subordination agreement which has been signed between the Company, Novian UAB and Citadele Bank
regarding the loan agreement that was signed on 18 October 2021. The repayment term of Citadele bank credit is 31 May 2024
whereas the loan repayment to The Company is 31 October 2025.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
18
4 Financial assets at
Due to changes in the fair value of subsidiaries of the Company, the Company may incur losses.
Information about dividends is presented in Note 12.
The table below presents movements in Level 3 financial instruments during 2023:
Opening balance at 1 January 2023 34,941
Unrealized gains and losses for the reporting period recognized in the income statement for assets
managed at the
end of the reporting period
9,949
Closing balance at 31 December 2023 44,890
The table below shows the fair value (Level 3) valuation methods of the investments in subsidiaries, the input data used and the
sensitivity analysis for changes in input data:
Name
Fair value,
Valuation
technique
Inputs Input value
Reasonable
possible shift -
/+
Change in
valuation
+/-
Novian Group 19,679
Discounted cash
flow
Weighted average cost of capital
8.5%
-/+ 1%
4,056/(2,966
)
Long-term growth rate 2.0%
-/+ 0.5%
(1,154)/1,347
Free cash flows -
-/+ 10%
(2,114)/2,114
Discount for lack of marketability 12.9%
-/+ 2%
443/(443
)
5y revenue growth rate -
-/+ 0.5%
(539)/546
NRD Group 10,986
Discounted cash
flow
Weighted average cost of capital
9.7%
-/+ 1%
1,433/(1,105
)
Long-term growth rate 2.0%
-/+ 0.5%
(434)/495
Free cash flows -
-/+ 10%
(963)/963
Discount for lack of marketability 11.7%
-/+ 2%
253/(253
)
5y revenue growth rate -
-/+ 0.5%
(204)/207
NRD CS UAB 14,104
Discounted cash
flow
Weighted average cost of capital
9.8%
-/+ 1%
1,965/(1,515
)
Long-term growth rate 2.0%
-/+ 0.5%
(617)/701
Free cash flows -
-/+ 10%
(1,306)/1,306
Discount for lack of marketability 14.5%
-/+ 2%
330/(330
)
5y revenue growth rate -
-/+ 0.5%
(231)/234
FINtime UAB 121 Net assets value
N/A N/A
N/A
N/A
Total:
44,890
The fair value was based on discounted cash flow method, which was selected by the external valuator as the best representation
of the company specific development potential, except for FINtime UAB where net assets value method was used. Different
method was selected as at the current moment the entity is not expected to generate significant free cash flows. Due to the
limited number of comparable companies and transactions, lack of reliability of the market data and limited comparability of
peers, the results of the guideline public companies and transaction methods were used as a supplementary analysis and were
provided only for illustrative purposes in valuation report.
Cash flow projections made by Company management for the period of 5 years (2024-2028) were used as a basis in the
income method. Free cash flows were calculated as net profit plus depreciation/amortization of property, plant and equipment
and intangible assets, plus or minus changes in working capital and minus capital expenditure. The resulting value was adjusted
by discount for lack of marketability and the amount of surplus assets/liabilities. As part of the valuation process, valuator had
analyzed items presented on the balance sheet of each company and had identified assets and liabilities, which can be treated
as surplus assets (e.g. net working capital above normalized level, non-operating cash balances, loans to related parties) and
debt/debt-like items; all of which were adjusted when arriving at equity value of the company.
In order to discount the free cash flows back to the valuation date, the external valuator had used the weighted average cost of
capital (WACC) as an appropriate discount rate. Calculation of WACC involves various components such as the cost of equity,
cost of debt, market value of equity and debt. Neither the approach for determining indicators used for cost of equity calculation
nor the external data sources have changed compared to the previous reporting period, however, WACC level in 2023 has
decreased with the significant impact on the fair value of the
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
19
4 Financial assets at fair value
The main reasons which caused 2023 WACC level change compared to 2022 were: (1) decrease in the risk free rate 2.3% in
2023 compared to 2.6% in 2022; (2) decrease in the country risk premium Novian Group from 2.9% to 1.6%, Novian
Technologies Group from 3.1% to 1.7%, Novian Systems from 2.8% to 1.4%, Novian PRO from 2.8% to 1.4%, NRD Group from
1.9% to 0.9%, NRD CS from 2.8% to 1.4%; (3) decrease in the equity risk premium 5.3% in 2023 compared to 5.8% in 2022.
Another cause for the significant increase in fair value of the
adjusted upwards in NRD CS and NRD Group companies compared to 2022. The adjustments are based on higher actual cash
flow results in 2023 than forecasted in 2022, contracted and planned projects and other key assumptions like sales growth,
expenses and profitability levels and spending on capital expenditures for the compan development in 2025-2028.
The table below presents movements in Level 3 financial instruments during 2022:
Opening balance at 1 January 2022 35,365
Increase the authorized capital of portfolio companies in cash -
Increase of the authorized capital of portfolio companies by contributing directly managed portfolio companies -
Sale of directly managed portfolio companies to other portfolio companies -
Transfer of directly managed portfolio companies to other portfolio companies by increasing their share capital -
Unrealized gains and losses for the reporting period recognized in the income statement for assets managed at the
end of the reporting period
(424)
Closing balance at 31 December 2022 34,941
The table below shows the fair value (Level 3) valuation methods of the investments in subsidiaries, the input data used and the
sensitivity analysis for changes in input data:
Name
Fair value,
Valuation
technique
Inputs Input value
Reasonable
possible shift -
/+
Change in
valuation +/-
Novian Group 17,618
Discounted cash
flow
Weighted average cost of capital
9.8%
-/+ 0.5%
1,165/(1,023)
Long-term growth rate 2.0%
-/+ 0.5%
(693)/788
Free cash flows -
-/+ 10%
(1,587)/1,587
Discount for lack of marketability 12.8%
-/+ 2%
322/(322)
5y revenue growth rate -
-/+ 0.5%
(397)/403
NRD Group 7,289
Discounted cash
flow
Weighted average cost of capital
10.7%
-/+ 0.5%
433/(386)
Long-term growth rate 2.0%
-/+ 0.5%
(270)/302
Free cash flows -
-/+ 10%
(674)/674
Discount for lack of marketability 14.0%
-/+ 2%
171/(171)
5y revenue growth rate -
-/+ 0.5%
(135)/137
NRD CS UAB 9,876
Discounted cash
flow
Weighted average cost of capital
10.8%
-/+ 0.5%
530/(473)
Long-term growth rate 2.0%
-/+ 0.5%
(346)/388
Free cash flows -
-/+ 10%
(869)/869
Discount for lack of marketability 14.1%
-/+ 2%
230/(230)
5y revenue growth rate -
-/+ 0.5%
(153)/155
FINtime UAB 158 Net assets value
N/A N/D
N/D
N/D
Total: 34,941
The fair value was based on discounted cash flow method, which was selected by the external valuator as the best representation
of the company specific development potential, except for FINtime UAB where net assets value method was used. Different
method was selected as at the current moment the entity is not expected to generate significant free cash flows. Due to the
limited number of comparable companies and transactions, lack of reliability of the market data and limited comparability of
peers, the results of the guideline public companies and transaction methods were used as a supplementary analysis and were
provided only for illustrative purposes in valuation report.
Cash flow projections made by Company management for the period of 5 years (2023-2027) were used as a basis in the income
method. Free cash flows were calculated as operating profit after tax plus depreciation/amortization of property, plant and
equipment and intangible assets, plus or minus changes in working capital and minus capital expenditure. The resulting value
was adjusted by discount for lack of marketability and the amount of surplus assets/liabilities. As part of the valuation process,
valuator had analyzed items presented on the balance sheet of each company and had identified assets and liabilities, which
can be treated as surplus assets (e.g. net working capital above normalized level, non-operating cash balances, loans to related
parties) and debt/debt-like items; all of which were adjusted when arriving at equity value of the company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
20
5 Cash and cash equivalents
At 31 December 2023
At 31 December 2022
Cash in bank accounts 749
733
Total cash and cash equivalents
749
733
All Company's cash and cash equivalents comprised funds in the bank's current accounts, all cash is held in euros and no
restrictions are put on cash balance as at 31 December 2023 and 2022.
6 Loans
As at 31 December 2023 and 2022, the expected credit loss was estimated not to be material and was, therefore, not recognized
in these financial statements.
Loans
At 31 December 2023
At 31 December 2022
Classified as non - current asset
1,895
1,895
Loans
1,895
1,895
Accrued interest
-
-
Classified as current asset 1,354
878
Loans
1,250
750
Accrued interest
104
128
Total value of loans 3,249
2,773
As at 31 December 2023, the Company has granted a long-term loan of EUR 1,895 thousand to Novian UAB. Loan is accounted
for at amortized cost as it is considered to be held for cash flow interest payments and principal repayments only. The loan shall
be repaid in full no later than 31 October 2025. Interest for using the loan is paid at the end of each year. The first interest
payment deadline was 31 December 2023.
As at 31 December 2023, the Company has granted short-term loans to Novian EUR 1,250 thousand. The loans and accrued
interests shall be repaid in full no later than 30 April 2024.
As at 31 December 2022, the Company has granted a long-term loan of EUR 1,895 thousand to Novian UAB. Loan is accounted
for at amortized cost as it is considered to be held for cash flow interest payments and principal repayments only. The loan shall
be repaid in full no later than 31 October 2025. Interest for using the loan is paid at the end of each year.
As at 31 December 2022, the Company has granted short-term loans to Novian UAB and NRD Systems UAB, EUR 550 thousand
and EUR 200 thousand respectively. The deadlines for the payments of loans and accrued interests were 31 July 2023 and 30
April 2023 respectively.
As at 31 December 2023 and 2022, the expected credit loss was estimated not to be material and was, therefore, not recognized
in these financial statements.
7 Reserves
As at 31 December 2023
9,800 thousand, share based payment reserve amounting to EUR 183 thousand, and legal reserve amounting to EUR 354
thousand (EUR 9,800 thousand, EUR 103 thousand, and EUR 354 thousand as at 31 December 2022, respectively). The
reserves were formed upon appropriation of the in the past, except for share based payment reserve which
was formed according to share options agreements.
Legal reserve
Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated
in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The
reserve can be used only to cover the accumulated losses. As at 31 December 2023 and 2022 legal reserve was fully formed.
Reserve for acquisition of own shares
Reserve for acquisition of own shares is formed from profit for appropriation. The reserve cannot be used to increase the share
capital. The reserve is reduced upon annulment of own shares. During the ordinary general meeting of shareholders, the
shareholder
management did not have a formally approved program for buy-up of its own shares as at the reporting date.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
21
7
Share-based payments reserve
In June 2023 and June 2022, the Company entered into agreements according to the first share-based payment scheme with
three of its subsidiaries to grant share options to its employees for the consideration paid by the appropriate subsidiary. As at
31 December 2023 and 31 December 2022 all payments for the reserved shares have been received by the Company.
The value of share-based payments in 2023 and 2022 by investment committee decision was calculated as weighted average
of the last full month prior to. The historical value of the share price volatility is taken to calculate the value.
Share options and exercise prices are as follows for the reporting periods presented:
Number of shares
Exercise price per share
Outstanding at 31 December 2021 27,340
2.74
Granted 11,667
2.69
Forfeited (from 2021 stream) (436)
2.74
Forfeited (from 2022 stream) (221)
2.69
Exercised (from 2021 stream) (637)
2.74
Exercised (from 2022 stream) (250)
2.69
Outstanding at 31 December 2022 37,463
-
Granted 27,500
2.05
Forfeited (from 2021 stream) (1,262
)
2.74
Forfeited (from 2022 stream) (664
)
2.69
Forfeited (from 2023 stream)
(1,863)
2.05
Exercised (from 2021 stream) (1,849
)
2.74
Exercised (from 2022 stream) (969
)
2.69
Exercised (from 2023 stream)
(2,729)
2.05
Outstanding at 31 December 2023 55,627
-
Weighted exercise price per share for share options outstanding as at 31 December 2023 is 2.05 (as at 31 December 2022
2.69).
In March 2023 the Company entered into an agreement according to the second share-based payment scheme. None of the
options were exercised according to this scheme during 2023.
8 Provisions
As at 31 December 2023, the Company's estimated return exceed the minimum return barrier over the entire Company's period,
the Company calculated a provision for success and accrued management fees. Since the Company's estimated return as at
31 December 2022 did not exceed the minimum return barrier over the entire Company's period, the Company did not calculate
a provision for success and accrued management fees:
At 31 December 2023
At 31 December 2022
Success fee 4,372
-
Accrued management fee 534
-
4,906
-
Movements of success fee and accrued management fee were recorded during the year.
Opening balance at 1 January 2023 -
Increase of success fee 4,372
Increase of accrued management fee 534
Closing balance at 31 December 2023 4,906
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
22
9 Borrowings
As at 31 December 2023, the Company has received a short-term loan of EUR 300 thousand from NRD CS UAB and accrued
interest of EUR 7 thousand. The loan with the interest shall be repaid in full no later than 30 April 2024.
As at 31 December 2022, the Company has not received any loans.
10 Other current liabilities
At 31 December 2023
At 31 December 2022
Management fee 113
131
Accrued audit expenses 12
14
Payable depository fee 9
11
Trade payables 8
21
Other current liabilities 11
-
Total other current liabilities 153
177
11 Net Asset Value (a non-IFRS measure)
At 31 December 2023
At 31 December 2022
Net asset value, total, EUR 43,528,832
38,270,309
Net asset value per share, EUR 3.6052
3.1711
12 Dividends and interest income
2023 2022
Interest income 292
138
Dividend income 500
800
Total 792
938
13 Other expenses (including remuneration for statutory audit)
2023 2022
Professional services
56
62
Depository fees
37
42
Stock exchange and
securities fees 25
25
14
12
3
2
Wage and salary expenses
45
-
Other expenses
2
5
Other expenses (total)
182
148
From 2015 In 2023 and 2022 UAB
PricewaterhouseCoopers did not provide any non-audit services (including other assurance services and tax advisory services).
In 2023 the Company recognized wage and salary expenses of EUR 45 thousand in relation with the share-based payment
schemes, out of which EUR 17 thousand as difference between the price of during 2023 granted options comparing to the price
the Company purchased its own shares (first share-based payment scheme) and EUR 28 thousand as the fair value of options
granted attributable to 2023 (the second share-based payment scheme).
14 Income tax
Since 2017 according to the provisions of the Lithuanian Law on Corporate Income Tax, investment income of a closed-ended
investment companies operating in accordance with the Lithuanian Law on Collective Investment Undertakings are not subject
to income tax. From 1 January 2018 all income of Collective Investment Undertakings are not subject to income tax.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
23
15 Earnings per share
Basic earnings per share are calculated by dividing net profit for the year attributable to equity holders of the parent entity by the
weighted average number of ordinary shares outstanding during the year.
The weighted average number of shares for 12 months of reporting period was as follows:
Calculation of weighted average for
the year
2023
Number of shares
(thousand)*
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)*
Shares outstanding as at 31 December 2022
12,069
0.29
365/365
12,069
Own shares sold as at 11 April 2023
-
0.29
264/365
-
Own shares sold as at 25 October 2023
4
0.29
67/365
1
Own shares sold as at 26 October 2023
1
0.29
66/365
-
Shares outstanding as at 31 December 2023
12,074
0.29
-
12,070
*The company sold a total of 5,547 units. own shares in 2023
The weighted average number of shares for 12 months of 2022 was as follows:
Calculation of weighted average for
the year
2022
Number of shares
(thousand)*
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)*
Shares outstanding as at 31 December 2021
12,067
0.29
365/365
12,067
Own shares sold as at 6 January 2022
-
0.29
359/365
-
Own shares sold as at 4 March 2022
-
0.29
302/365
-
Own shares sold as at 28 April 2022
-
0.29
247/365
-
Own shares sold as at 12 August 2022
-
0.29
186/365
-
Own shares sold as at 27 September 2022
-
0.29
141/365
-
Own shares sold as at 31 December 2022
-
0.29
95/365
-
Shares outstanding as at 31 December 2022
12,068
0.29
-
12,068
*The company sold a total of 887 units. own shares in 2022
The following table reflects data on profit and shares used in the basic earnings per share computations:
2023 2022
5,165
2,115
Weighted average number of ordinary shares (thousand) 12,070
12,068
Basic
and diluted
earnings per share (EUR)
0.43
0.18
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
24
16 Related-party transactions
The related parties of the Company were directly and indirectly managed subsidiaries (note 4) and management company.
3 and outstanding balances as at 31 December 2023 were as
follows:
Revenue and income
from related parties
Purchases
from related
parties
Receivables from
related parties
Payables to related
parties
subsidiaries
Loans -
-
3,145
300
Interest on loans 292
7
104
7
Dividends 500
Success fee -
4,906
-
4,906
Management fee -
481
-
113
792
5,394
3,249
5,326
2022 and outstanding balances as at 31 December 2022 were as
follows:
Revenue and income
from related parties
Purchases
from related
parties
Receivables from
related parties
Payables to relate
d
parties
subsidiaries
Loans -
-
2,645
-
Interest on loans 138
-
128
-
Success fee -
(2,339)
-
-
Management fee -
590
-
131
138
(
1,
7
49)
2
,
773
131
Changes in loans and bonds granted to subsidiaries:
2023 2022
Outstanding as at 1 January
2,773
1,189
Interest charged 292
138
Interest received (316
)
(24)
Loans granted 1,150
2,070
Loans repaid (650
)
(600)
Outstanding as at 31 December 3,249
2,773
All transactions with related parties are subject to the same terms and conditions that are applicable to third parties.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
25
17 Segment reporting
The Company has defined its operating segments in a manner consistent with the internal reporting provided to the Investment
committee of the Management company that is responsible for making strategic decisions.
The Investment committee
operating segment. The Investment committe
ormance is prepared
on a consistent basis with the measurement and recognition principles of IFRS.
The Company has its headquarters in Lithuania. The Company's dividend income is disclosed in Note 12. The Company has no
significant fixed assets.
18 Financial instruments by category
instruments in Level 1 and 2.
At amortized
cost
At fair value through
profit or loss
Total
At 31 December 2023
Financial assets as per statement of financial position
Financial assets at fair value through profit or loss
-
44,890
44,890
Loans 3,249
-
3,249
Cash and cash equivalents 749
-
749
Total 3,998
44,890
48,888
At amortized
cost
At f
air value through
profit or loss
Total
At 31 December
2022
Financial a
ssets as per statement of financial position
Financial assets at fair value through profit or loss
-
34,941
34,941
Loans
2,773
-
2,773
Cash and cash equivalents
733
-
733
Total
3,506
34,941
38,447
At amortized cost
At 31 December 202
3
Financial liabilities as per statement of financial position
Borrowings 300
Trade payables 8
Other current liabilities 145
Total
453
At amortized cost
At
31 December
202
2
Financial liabilities as per statement of financial position
Trade payables 21
Other current liabilities 156
Total
1
7
7
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
26
19 Financial risk management
19.1 Financial risk factors
The risk management function within the Company is carried out by the Management Company in respect of financial risks
(credit, liquidity, market, foreign exchange and interest rate risks), operational risk and legal risk. The primary objective of the
financial risk management function is to establish the risk limits, and then make sure that exposure to risks stays within these
limits. The operational and legal risk management functions are intended to ensure proper functioning of the internal policies
and procedures necessary to mitigate the operational and legal risks.
and other payables. The Company has various categories of financial assets;
however, the major items of its financial assets were financial assets at fair value through profit loss (consisting of the investments
in unconsolidated subsidiaries) and cash and cash equivalents.
The Company is being managed in a way that its portfolio companies are operating independently from each other. This helps
to diversify the operational risk and to create conditions for selling any controlled business without exposing the Company to any
risks.
-term return on investments in carefully selected unlisted private
companies operating in information technology sector.
The main risks arising from the financial instruments are market risk (including foreign exchange risk, interest rate risk and price
risk), liquidity risk, concentration risk and credit risk. The risks are described below.
Market risk
Foreign exchange risk
The Company has no material exposures or transactions in currencies other than euro, therefore it is not exposed to foreign
currency risk.
Interest rate risk
The Company is exposed to the risk of changes in market interest rates primarily due to assets with variable interest rates.
The following table reveals the sensitivity of the Company's pre-tax profit to reasonably expected changes in floating interest
rates (EURIBOR), all other variables being constant (assessing the impact of granted loans with floating interest rates). There
is no impact on the company's assets, except for the impact on the current year's profit.
Increase, in basis points
Company
2023
EUR +100
(31)
-100 31
2022
EUR +50
(13)
In 2023 the Company had loans in total EUR 3,145 thousand. Loan interest rates are variable, the interest rate for long-term
loan is base interest rate and 3-month EURIBOR, short-term loans are base interest rate and 6-month EURIBOR and are
calculated on the last day of each month.
In 2022 the Company had loans in total EUR 2,645 thousand. Loan interest rates are variable, the interest rate for long-term
loans is base interest rate and 3-month EURIBOR, short-term loans are base interest rate and 6-month EURIBOR and are
calculated on the last day of each month.
Price risk
t
are not traded in an active market. To manage the price risk, the Investment committee reviews the performance of the portfolio
companies on a quarterly basis and keep regular contact with the management of the portfolio companies for business
development and day-to-day operation matters.
The information technology business and the information technology market are changing rapidly. Therefore, there is a risk that
unforeseen market changes may reduce the value of the Company's investments or the investment return of the Company's
investment objects. The realization price of the Company's investments may be higher or lower than the value of the assets
determined by the property appraiser (refer to Note 4 for more details).
As at 31 December 2023 sed to price risk was EUR 44,890 thousand (31
December 2022: EUR 34,941 thousand).
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
27
19 Financial risk management ( )
19.1
Liquidity risk
equivalents or have available funding through an adequate amount
of committed credit facilities to meet its commitments at a given date in accordance with the strategic plans.
Liquidity risk of the Company is managed by the Management company. The liquidity risk management is divided into long-term
and short-term risk management.
The aim of the short-term liquidity risk management is to meet the day-to-day needs for funds. Each subsidiary is independently
planning its internal cash flows. Short-term liquidity of the Company is managed through monthly monitoring of the liquidity status
at the Company.
Long-term liquidity risk is managed by analyzing the cash flow projections by taking into account the potential sources of
financing. Before approving a new investment project, the Company evaluates the possibilities to attract the required funding.
Based on monthly reports, the Company makes projections of monetary income and expenses over the next one year, thereby
2023 and 2022 was approximately
4.6 and 9.1, respectively.
As at 31 December 2023 the current assets of the Company were higher than current liabilities by EUR 1,650 thousand. The
management of the Company forecasted the cash flows of the Company for 2024 and indicates that the Company will have
sufficient funds to cover liabilities, which fall due in 2024.
The Company's financial liabilities based on undiscounted contractual payments consisted of:
Up to 3 months
4 - 12 months 2 to 5 years Over 5 years Total
Borrowings
318
-
-
318
Other current liabilities
153
-
-
-
153
At 31 December 2023
153
318
-
-
471
Up to 3 months
4
-
12 months
2 to 5 years
Over 5 years
Total
Other current liabilities
177
-
-
-
177
At 31 December 2022 177
-
-
-
177
The company has no liquidity problems and there are no expectations that they will arise in the foreseeable future.
Concentration risk
Through investment diversification and risk management the Company seeks to reduce the risk and prevent potential reduction
in the value of investments and create value by selecting investment objects and relying on the experience of other market
participants.
diversification:
- investments into Operational Companies which are registered or carry out their activities in the European Union (European
Economic Area) Member States, in the Organization for Economic Cooperation and Development (OECD) member
countries and Israel.
- at least 70 per cent of the Net Asset Value is invested directly or through a SPV into the stakes of Operational Companies
in order to control or to make a significant impact on such companies.
- the total amount of investments into transferable securities issued by a single person, money market instruments, deposits
and liabilities arising out of financial derivatives transactions with that person may not exceed 30 per cent of the Net Asset
Value.
- no more than 30 per cent of the Net Asset Value can be invested in:
o deposits for a term no longer than 12 months which can be collected upon demand in a credit institution, domiciled in
an EU Member State or in another state where risk limiting supervision is no less strict than in the European Union
o financial derivatives which are admitted to trading on the multi-lateral trading facility but not admitted to trading on
regulated markets and in which the counterparty in the transactions concluded beyond these markets conform to the
criteria established by the Supervisory Authority and is subject to risk limiting supervision and which can be checked
and reliably and accurately assessed on a daily basis and sold or otherwise realized for a consideration at any time at
their fair value.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
28
19
19.1 Financial risk factors
Concentration risk (
Upon the establishment of the Company, its investment portfolio may not meet the set diversification requirements for 4 years
after the date on which the Supervisory Authority issued a permit to approve its incorporation documents and to choose the
Depository. In the event that, upon the expiration of the set term, the investment requirements shall be violated due to the
reasons beyond the control of the Management Company, such non-conformity must be eliminated as soon as possible but no
later than within 1 year from the date on which the Management Company became aware of this situation.
If the diversification requirements are not complied with due to reasons beyond the control of the management company, the
requirement must be reinstated within 1 year. In exceptional cases, the time limit may be extended, provided that the supervisory
authority is duly informed. In July 2021, the supervisory authority (the Bank of Lithuania) extended this deadline until 2024. As
of the day these reports are issued, the diversification requirements have not been reinstaded. The company is in touch with the
supervisory authority regarding this question.
Credit risk
Credit risk arises from cash and cash equivalents, outstanding balances of trade and other receivables, and outstanding
balances of loans granted.
With respect to trade and other receivables neither past due nor impaired, there were no indications as at the reporting date that
the debtors will fail to fulfil their liabilities in due time, since the Company constantly reviews the balances of receivables. The
Company has no significant transactions in a country other than the countries of domicile of the subsidiaries and their
investments. All material receivables of the Company are from subsidiaries, and their settlement terms are set by the Company
itself with no history of uncollected accounts.
With respect to credit risk arising from other financial assets of the Company (consisting of cash and cash equivalents and loans
granted
was equal to the carrying amount of these instruments:
Assets with no credit rating assigned
At 31 December
202
3
At
31 December 2022
Loans
3,249
2,773
Cash and cash equivalents
749
733
Total assets with no credit rating assigned
3,998
3,506
The Company accepts the services from the banks and the financial institutions which (or the controlling financial institutions of
which) have been assigned a high credit rating by an independent rating agency. As at 31 December 2023 and 2022 the
he
- The credit risk of loans granted
is described in more details in Note 6.
19.2 Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The Company carries investments in subsidiaries at fair value (please refer to
Note 4 for more details).
ash
and cash equivalents, loans granted to portfolio companies, as well as trade and other payables.
The carrying amount of the cash and cash of the Company as at 31 December 2023 and 2022 approximated their fair value
because they are short-term and the impact of discounting is immaterial.
In the opinion, the interest rate of short-term and long-term loans corresponds to market conditions, therefore it
is considered that their value in 2023 and 2022 was close to their fair value.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
(All amounts are in EUR thousands unless otherwise stated)
29
19
19.3 Capital management
The primary objective when managing capital is to safeguard that the Company will be able to maintain a strong
credit health and healthy capital ratios in order to support its business and maximize returns for shareholders
capital management is conducted through supervision of activities of individual subsidiaries to ensure that their capital is
sufficient to continue as a going concern. Management of entities oversees to ensure that the subsidiaries are in compliance
with the capital requirements defined in relevant legal acts and loan contracts, and that they provide the management
with the necessary information.
. The Company manages its
capital structure and makes adjustments to it in light of changes in economic conditions and risks specific to its activity. To
maintain or adjust the capital structure, the Company may issue new shares, reduce share capital, and adjust the dividend
payment to shareholders.
During 2023, no changes were introduced in the objectives of capital management, policies or processes.
The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Lithuanian Law on
Companies. As at 31 December 2023 and 2022 the Company complied with this requirement.
20 Events after the reporting period
There were no events since the end of the financial year.
SPECIAL CLOSED-ENDED TYPE
PRIVATE CAPITAL INVESTMENT COMPANY‘S
INVL Technology
ANNUAL REPORT FOR 2023
ANNUAL REPORT FOR 2023
31
Contents
FOREWORD OF THE MANAGING PARTNER OF INVL TECHNOLOGY
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
I. GENERAL INFORMATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
1. Reporting period for which the report is prepared
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
2. General information about the Issuer and other companies comprising the Issuer‘s group
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
2.1. Information about the issuer
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
2.2. Information on company’s goals, philosophy and strategy
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
2.3. Information about the Issuer’s group of companies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
2.3.1. Structure of the portfolio companies of INVL Technology
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
2.3.2. Geography of INVL Technology’s portfolio companies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
II.
INFORMATION ABOUT THE ISSUER’S AND ITS GROUP COMPANIES’ ACTIVITY
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
3. Key figures of INVL Technology
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
3.1. Net Asset Value, EUR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
3.2. Key figures of INVL Technology, thous. EUR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
3.3. Financial assets, thous. EUR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
3.4. Dynamics of the value of financial assets, thous. EUR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
3.5. Change in fair value of financial assets, thous. EUR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
3.6. Key figures of INVL Technology portfolio companies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
3.7. Performance indicators for INVL Technology in Indexes 2021 - 2023
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
4. Significant Issuer’s events during the reporting period, effect on the financial statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
5. Significant events of portfolio companies during reporting period
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
5.1. GovTech and FinTech companies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
5.2. Software development, IT infrastructure, managed IT services and digitization companies
. . . . . . . . . . . . . . . . . . . . . . . . .
50
5.3. Cybersecurity company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
6. Assessment of objectives achieved in 2023
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
III. INFORMATION ABOUT SECURITIES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
7. The order of amendment of Issueer’s Articles of Association
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
8. Structure of the authorized capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
9. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a
regulated market
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
10. Dividends
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
11. Shareholders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
11.1. Information about shareholders of the Company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
11.2. Rights and obligations carried by the shares
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
11.2.1. Rights of the shareholders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
11.2.2. Obligations of the shareholders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
IV. ISSUER’S MANAGEMENT BODIES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
12. Structure, authorities, the procedure for appointment and replacement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
12.1. General Shareholders’ Meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Translation note:
This version of the Annual Report for the year of 2023 is a translation from the original, which was prepared in Lithuanian
language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in
all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation.
ANNUAL REPORT FOR 2023
32
12.1.1. Powers of the general shareholders’ Meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
12.1.2. Convocation of the general shareholders’ Meeting of INVL Technology
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
12.2. The Management Company, Invetment Committee and Supervisory board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
13. Information about members of the Board of the Management Company, general manager, members of the Investment Com-
mittee and member of the Supervisory Board of the Company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
14. Information about the Audit Committee of the company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
14.1. Procedure of work of the Audit Committee
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
14.2. Structure of the Audit Committee
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
15. Information on the Issuer’s payable management fee, the amount calculated by the Issuer, other assets transferred and gua-
rantees granted to the Company’s bodies and company providing accounting services
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
V. OTHER INFORMATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
16. References to and additional explanations of the data presented in the annual financial statements
. . . . . . . . . . . . . . . . . . . . . .
87
17. Membership in associations
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
18. Agreements with intermediaries on public trading in securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
19. Information on Issuer’s branches and representative offices
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
20. Information about agreements of the Company and its managing bodies, members of the formed committees, or the emplo-
yees’ agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason or
their employment is terminated in view of the change of the control (official offering) of the Company.
. . . . . . . . . . . . . . . . . . .
87
21. Description of principle advantages, risks and uncertainties
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
22. The main indicators about internal control and risk management systems related to the preparation of financial statements
. .
92
23. Description of principal investments made during the reporting period
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
24. Information about significant agreements to which the issuer is a party, which would come into force, be amended or ce-
ase to be valid if there was a change in issuer’s controlling shareholder, and their effect, unless, the nature of the arran-
gements and their disclosure would cause serious harm to the issuer
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
25. Information about any control systems in the employee share plan that are not exercised directly by employees
. . . . . . . . . .
93
26. Information on the related parties’ transaction
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
27. Information on harmful transactions in which the issuer is a party
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28. Company’s non-financial results. Information related to social responsibility, environment, including climate action, employe-
es, anti-corruption, and anti-bribery issues, including bribery of foreign officials when concluding international business tran-
sactions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28.1. Responsible business actions in the Company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28.2. Employees
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28.3. Environmental protection and actions regarding climate change
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28.4. Information about activities of the Company in the field of research and development
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
28.5. Implementation of international sanctions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
28.6. Fight against corruption and bribery
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
28.7. Additional non-financial information, the disclosure of sustainability-related information
. . . . . . . . . . . . . . . . . . . . . . . . . .
94
29. Data on the publicly disclosed information
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
30. Information about the audit company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
APPENDIX 1. INFORMATION ABOUT INVL TECHNOLOGY PORTFOLIO COMPANIES, THEIR CONTACT
DETAILS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
APPENDIX 2. CORPORATE GOVERNANCE REPORTING FORM
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
APPENDIX 3.COMPANY’S MANAGEMENT REPORT
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
APPENDIX 4.COMPANY’S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS
.
119
APPENDIX 5.REMUNERATION REPORT
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
ANNUAL REPORT FOR 2023
33
FOREWORD OF THE MANAGING PARTNER OF INVL TECHNOLOGY
INVL Technology’s net asset value
rose to EUR 43.53 million
The equity and the net asset value of INVL Technology, a company that invests in IT businesses, amounted to EUR 43.53 million
at the end of 2023, or EUR 3.6052 per share, and grew 13.7% during the year.
Last year’s results were positively impacted by a EUR 9.95 million increase in the value of portfolio companies. Provisions for
performance and accrued management fees reduced the result for 2023 by EUR 4.91 million.
The value of INVL Technology’s portfolio companies rose from EUR 34.9 million to EUR 44.9 million during 2023. INVL Technology
owns the cybersecurity company NRD Cyber Security, the GovTech and FinTech company NRD Companies, and the Baltic IT
company Novian.
NRD Cyber Security had an average internal rate of return (IRR) of 38.2% from the end of 2016 to the end of 2023. That of NRD
Companies was 21.1%. The Novian software services and IT infrastructure group had an IRR of 9.8% for the period, including an
IRR of 16.5% for technology and digitalization services and 5.6% for the software services area.
In 2024 INVL Technology is starting the sale of portfolio companies. NRD Cyber Security, Novian and NRD Companies employ
implementation. These businesses serve important international clients and are leaders in their niches, having developed distinctive
technologies and know-how. Talented and successful companies are being sought all over the world, and INVL Technology looks
forward to expressions of interest from international and regional investors.
Performance of business holdings
INVL Technology’s portfolio companies had aggregated revenues of EUR 62.57 million in 2023, or 24.6% more than in 2022. Their
Last year INVL Technologies portfolio companies conducted activities in 63 countries of the world, including Brazil among new
markets. Revenue from operations abroad grew 40.2% in the year to EUR 23.39 million and accounted for 37% of total revenue
(4 percentage-points more than the previous year). On the Lithuanian market, the portfolio companies had revenue of EUR 39.18
million, which was 16.8% more than in 2022 and made up 63% of total revenue.
of EUR 137,000. The Novian group’s EBITDA last year decreased 18.4% to EUR 1.242 million. The group consists of Novian in
Lithuania with the technology-area businesses Novian Technologies, Novian Eesti in Estonia, Zissor in Norway, Andmevara in
Moldova, and Norway Registers Development Rwanda in Rwanda, and the software services businesses Novian Systems and Elsis
PRO in Lithuania.
NRD Companies had consolidated revenue of EUR 10.985 million last year, 36% more than in 2022, and a consolidated operating
Norway, with a branch in Lithuania, and NRD Systems and Etronika in Lithuania.
NRD Cyber Security, which also owns NRD Bangladesh, had consolidated revenue of EUR 7.411 million in 2023, an increase of
Managing Partner at INVL Technology
ANNUAL REPORT FOR 2023
34
I. General Information
1. Reporting period for which the report is prepared
This Annual Report of public joint-stock special closed-ended type private capital investment company “INVL Technology”
(hereinafter – “the Company”, “INVL Technology” or “the Issuer”) is prepared for the period from 1 January 2023 until 31
December 2023. The report also includes important events of the company and group occurring after the end of the reporting
period. The report was reviewed by the auditor.
2. General information about the Issuer and other companies comprising the Issuer‘s group
2.1. Information about the issuer
Name of the Issuer Special closed-ended type private capital investment company INVL Technology
Code 300893533
Address
Telephone +370 5 279 0601
E-mail info@invltechnology.lt
Website www.invltechnology.lt
LEI code 5299006UHD9X339RUR46
Legal form Public joint-stock company
Type of the company Closed-ended type investment company
Date and place of registration 27 June 2007; Register of Legal Entities
Date on which the supervisory
authority approved the
documents on the formation
of the collective investment
undertaking
14 July 2016
Period of activity of the Company Till 14 July 2026 (+2 years)
Register in which data about the
Company are accumulated and
stored
Register of Legal Entities
Management company
The depository SEB Bank, AB, code 112021238, bank licence No. 2
2.2. Information on company’s goals, philosophy and strategy
INVL Technology is a specialized company which invests in IT businesses. With investment and development of information
technology businesses, INVL Technology contributes to innovations in countries, sectors and companies, as well as advancement
of the society.
INVL Technology is managed by the company INVL Asset Management which adheres to the Principles for Responsible Investment.
The PRI, founded in 2006 and supported by the UN, aims to assess the investment implications of environmental, social and
governance (ESG) factors.
A strategy of INVL Technology is to invest in national-level European IT businesses with high globalization potential and grow
them into global players by utilizing the sales channels and intellectual capital of the managed companies.
INVL Technology‘s management aims to reduce constraints on the value growth of the managed companies by lowering entry
barriers to new markets, accelerating product development, and shortening the learning curve.
considers companies‘ products, experience, research and development projects, project companies’ knowledge, expertise in fast
Intellectual capital is the property of the managed companies. Its commercialization is a principal part of the companies‘
transformation strategy.
However, managed companies have priority access to each other’s know-how and experience.
ANNUAL REPORT FOR 2023
35
2.3. Information about the Issuer’s group of companies
INVL Technology is structured into three company groups:
NRD Companies: a global GovTech player. NRD Companies is a global group of
GovTech and FinTech companies specializing in the design, development/build and
Lithuania and over 100 employees, the company has delivered projects in more than 50
countries.
NRD Companies is a parent company for the following subsidiary corporations: ETRONIKA,
Norway Registers Development AS, NRD Systems, Infobank Uganda. More information:
www.nrdcompanies.com.
Novian: a leading Baltic IT company. Novian is leading Baltic software development,
countries and its HQ in Vilnius, it employs more than 250 people and has delivered
projects in almost 50 countries.
Companies:
•
Novian UAB;
•
In the technologies area: Novian Technologies UAB, Novian Eesti OÜ, Andmevara
SLR and Norway Registers Development Rwanda Ltd, Zissor AS;
•
In the software development services area: Novian Systems UAB and Novian Pro
UAB.
NRD Cyber Security: a cybersecurity company. NRD Cyber Security is a company
Vilnius, it employs more than 40 people and has delivered projects in over 40 countries.
Companies:
•
NRD CS UAB (NRD Cyber Security);
•
NRD Bangladesh.
Also:
The group also owns the business process outsourcing company FINtime UAB,
ANNUAL REPORT FOR 2023
36
2.3.1. Structure of the portfolio companies of INVL Technology
Structure of the portfolio companies of INVL Technology
ANNUAL REPORT FOR 2023
37
2.3.2. Geography of INVL Technology’s portfolio companies
ANNUAL REPORT FOR 2023
38
II.
INFORMATION ABOUT THE ISSUER’S AND ITS GROUP COMPANIES’ ACTIVITY
3.1. Net Asset Value, EUR
31.12.2021 31.12.2022 31.12.2023
NAV 36,125,378 38,270,309 43,528,832
NAV per share 2.9936 3.1711 3.6052
12 months of 2021 12 months of 2022 12 months of 2023
2,713 (424) 9,949
Dividends, interest and other incomes 1,440 938 792
Operating expenses (1,532)
1
1,601
2
(5,569)³
Finance cost - - (7)
2,621
1
2,115
2
5,165³
31.12.2021 31.12.2022 31.12.2023
Financial assets value 35,365 34,941 44,890
Cash and Cash equivalents 2,097 733 749
Loans 1,189 2,773 3,249
TOTAL ASSETS
38,651 38,447 48,888
Other liabilities 2,526
1
177 5,059³
Borrowings - - 300
Equity 36,125 38,270 43,529
TOTAL EQUITY AND LIABILITIES
38,651 38,447 48,888
1
The provisions for success and accrued management fees were equal to 2,339 thousand as of 31 December 2021, their impact was EUR 730 thousand and EUR 74
thousand on the result of year 2021.
2
The provision for success fee and accumulated management fee was not formed as at 31-12-2022 and was equal to nil at the end of the year. Due to derecognition of
provisions in 2022 the result was impacted by EUR 1,805 thousand and EUR 534 thousant respectively.
³ INVL Technology has calculated a provision for success and accrued management fees equal to EUR 4,906 thousand as of 31 December 2023. The impact of the
provisions was EUR 4,372 thousand and EUR 534 thousand on the 2023 results.
per share (vs EUR 3.17 per share at the end of 2022). The Company’s investments in its business holdings at the end of 2023
amounted to EUR 44.89 million.
The Company’s net asset value as of 31 December 2023 was EUR 43,528,832 or EUR 3.6052 per share. The priority for the owned
and managed companies is new product development as well as increasing their capacity for international operations. Experts
from the companies have also actively organized and spoken at a variety of events in Lithuania and elsewhere in Europe, East
Africa and South Asia, and have worked together with a variety of international organizations to develop new products. This has
reinforced the intellectual capital of the companies and laid foundations for growth in value.
ANNUAL REPORT FOR 2023
39
3.3. Financial assets, thous. EUR
Company 31.12.2022 31.12.2023
NRD Cyber Security (includes NRD Bangladesh) 9,876 14,104
NRD Companies (includes Norway Registers Development AS, NRD Systems,
ETRONIKA, Infobank Uganda)
7,289 10,986
Novian (includes Novian Technologies, Novian Systems, Novian Eesti, An-
dmevara SRL, Zissor, Novian Pro, NRD Rwanda)
17,618 19,679
FINtime 158 121
Total 34,941 44,890
Company 31.12.2016*
31.12.2023
Internal rate
of return**
NRD Cyber Security 1,908 (1,900) 14,104 38.2%
NRD Companies 2,870 - 10,986 21.1%
Novian 11,665 (2,020) 19,679 9.8%
Of which
Technology and digiti-
zation area
6,691 (2,409) 16,047 16.5%
Software services area 3,955 (724) 4,818 5.6%
FINtime 253 (39) 121 -7.4%
Total 16,696 44,890 17.4%
*The companies managed by INVL Technology are grouped according to the structure of 31-12-2023, including the companies that were in the portfolio at that time.
**Initial investment value – evaluation result of 31.12.2016 (INVL Technology as a closed-end investment company started operating on 14.07.2016); dividends paid
during the period and additional investments made are evaluated.
34,941
Revaluation, excluding dividends 10,449
Dividends awarded* (500)
44,890
*NRD CS, UAB declered and paid dividends of EUR 500,000 in 2023.
ANNUAL REPORT FOR 2023
40
Aggregated indicators of INVL Technology portfolio companies, thous. EUR
0
10 000
20 000
30 000
40 000
50 000
60 000
70 000
2019 2020 2021 2022 2023
Aggregated revenue
H1 H2
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
2019 2020 2021 2022 2023
Aggregated EBITDA
H1 H2
Thous. Eur 2019 2020 2021* 2022 2023
Revenue 34,529 36,634 40,265 50,212 62,567
9,349 10,258 12,002 14,683 17,958
EBITDA 2,181 2,969 2,931 2,476 3,561
EBIT 949 1,623 1,495 1,017 2,124
493 1,104 968 284 882
*2021 results include the results of Elsis PRO, UAB (now Novian PRO, UAB), which was acquired in 2021 (revenue EUR 2,956 thousand, EBITDA EUR 382 thousand).
intercompany shares transactions recognized in standalone company reports.
Revenue of INVL Technology by country, thous. EUR
67%
5%
4%
2%
2%
2%
2%
1%
1%
1%
1%
1%
1%
10%
2022
Lithuania
Norway
Estonia
Rwanda
Moldova
Austria
Belize
North Macedonia
Denmark
Botswana
Latvia
Germany
Dominica
Others (47 countries)
63%
6%
4%
3%
2%
2%
2%
2%
1%
1%
1%
13%
2023
Lithuania
Norway
Zimbabwe
Estonia
Moldova
Rwanda
Botswana
Germany
Austria
Sin Maarten
Belize
Others (52 countries)
Thous. EUR 2022 2023 Change
Lithuania 33,537 (67%) 39,181 (63%) 5,644
Other countries 16,675 (33%) 23,386 (37%) 6,711
Total 50 212 62,567 12,355
During the reporting period, the companies owned and managed by INVL Technology conducted operations in more than 60
countries, with 37% of income generated by activities abroad. Operations in Lithuania accounted for 63% of revenue. In 2023 the
owned and managed businesses added activities in new countries including Brazil, Lesotho.
ANNUAL REPORT FOR 2023
41
3.7. Performance indicators for INVL Technology in Indexes 2021 - 2023
2021 m. 2022 m. 2023 m.
Net Asset Value per share, EUR 2.9936 3.1711 3.6052
Total Net asset value (equity value), thous. EUR 36,125 38,270 43,529
7.26% 5.53% 11.87%
0.22 0.18 0.43
Debt ratio = liabilities/ assets 0.065 0.005 0.110
Change in fair value, thous. EUR 2,713 (424) 9,949
2,621 2,115 5,165
Ratio of liquid assets to total assets = cash and cash
equivalents/assets
5.43% 1.91% 1.53%
Ratio of investment in one operating company to net asset
value *
36.04%** 32.70%** 36.27%**
Appendix 4 of this Annual Report. See the website section “For Investors“ ”Financial information and reports“ “Formulas of performance indicators“, which can be
reached via this link https://www.invltechnology.lt/lit/en/for-investors/reports/formulas-of-performance-indicators.
may be extended if the supervisory authority is duly informed. In July 2021, the supervisory authority (the Bank of Lithuania) extended this deadline until 2024.
ANNUAL REPORT FOR 2023
42
4. Significant Issuer’s events during the reporting period, effect on the financial statement
FINANCIAL REPORTS
•
28 April 2023 INVL Technology reported preliminary operating results for 3 months of 2023. Equity of the Company and the
Company‘s net asset value as of 31 March 2023 was EUR 37,897,611 or EUR 3.1402 per share. Investments of the Company
into managed companies at the end of March 2023 amounted to EUR 34.70 million (EUR 35.01 million – at the end of March
EUR 0.693 million).
•
28 August 2023 INVL Technology announced results for 6 months of 2023. The equity of the Company and its net asset value
EUR 3.17 respectively. The Company’s investments in its business holdings at the end of June 2023 amounted to EUR 34.22
of the Company for 6 months of 2022 amounted to EUR 1.28 million.
•
30 October 2023 INVL Technology announced preliminary results for 9 months of 2023. The equity of the Company and its
EUR 38.27 million and EUR 3.17 respectively). The Company’s investments in its business holdings at the end of September
2023 amounted to EUR 34.20 million (versus EUR 33.91 million at the end of September 2022). Net loss for 9 months of 2023
GENERAL MEETINGS OF SHAREHOLDERS
•
6 February 2023 The resolutions of the Extra-ordinary General Meeting of Shareholders of INVL Technology have been
published. The shareholders of the Company were introduced with the recommendations of the Company’s Management
Company regarding the amendment of stock option terms and conditions, the approval of stock option terms and conditions,
new wording of the Articles of Association and the provision of depository services. The shareholders have approved the
amendment of the terms of the share option, and new terms of the share option. Also the shareholders have decided to
eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s
Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new
version of the Articles of Association to replace the full text of the Articles of Association (without additionally approving the
amendments to the individual sections of the Articles of Association), as well as to repeal the Supervisory board remuneration
policy. Shareholders also approved the conclusion of a contract with the PricewaterhouseCoopers for the audit of the Company’s
Meeting of 29 April 21 by which it was decided: (a) to change the Company’s provider of depository services from AB SEB
terminate (or otherwise end) the Company’s depository services agreement with AB SEB Bankas (company registration number
registration number 112025254). The Shareholders have decided that the Depository Services Agreement No. 2016-05 (with
all amendments and additions) between the Company and AB SEB Bankas (company registration number 112021238) remains
•
28 April 2023 The resolutions of the Ordinary General Meeting of Shareholders of INVL Technology have been published.
The shareholders were briefed to the Company’s consolidated annual report for 2022, to the independent auditor’s report on
Company’s Management Company’s statement on the share purchase price, and to the Report of the Audit Committee of the
Company. The shareholders have assented to the remuneration report of the Company as a part of the consolidated annual
of its own shares. As well as, shareholders have approved the new wording of Policy on Transactions with Related Parties of
INVL Technology, and new wording of the Regulations of the Audit Committee.
•
6 June 2023 The resolutions of the Extra-ordinary General Meeting of Shareholders of INVL Technology have been published.
The shareholders have approved the terms of share options.
LEGAL REGULATION
•
10 March 2023 INVL Technology informs that under the provision of the Law on Collective Investment Undertakings of
the Republic of Lithuania (hereinafter – CIU), the Company operating under the CIU is under an obligation to have a valid
prospectus (hereinafter – the Prospectus) prepared in accordance with the requirements of the CIU or of the Law on Securities
of the Republic of Lithuania (hereinafter – LS). Considering that at the time of publication of the information there are no
grounds that the Company should prepare and own a prospectus complying with the requirements of the LS, on 8 March 2023,
the Management company of the Company approved the updated version of the Prospectus and approved its publication.
INFORMATION ABOUT MANAGED COMPANIES
•
18 April 2023 Cybersecurity consulting and technology development company NRD Cyber Security, managed by INVL
Technology, announced its results of the activity. Income of the NRD Cyber Security grew by 13% giving an increased gross
•
9 May 2023 NRD Companies announced its results of the activity. This global group‘s of IT companies, managed by INVL
ANNUAL REPORT FOR 2023
43
Technology, consolidated revenue in 2022 of EUR 8.079 million was up 27% from the previous year. EBITDA decreased to EUR
211 thousand compared to EUR 297 thousand in 2021.
•
5 June 2023 It was announced the Novian software and IT infrastructure services group‘s results of activity of 2022. Group
had aggregated revenue of EUR 33 million in 2022, which is 27.9% more than previous year. The group’s EBITDA for the year
less than the year before.
•
5 July 2023 The Novian group, which is owned and managed by INVL Technology, a company that invests in information
technology businesses, has changed its internal structure. Novian Technologies signed an agreement with Novian to acquire
100% of the shares of Norway-registered Zissor AS (“Zissor”). In addition, Novian entered into an agreement with Novian
Systems to acquire 100% of the shares of ELSIS PRO UAB (“Elsis PRO”). The main objective of these transactions is to
the companies on 31 March 2023, with the shares of Zissor priced at EUR 711,000 and the shares of Elsis PRO priced at EUR
2.013 million. It is expected that the value of Zissor and Elsis PRO will grow.
•
31 August 2023 NRD Cyber Security, amanged by INVL Technology, announced its results of the activity. NRD Cyber Security
- compared to the same period in 2022, it grew by 121% this year.
•
11 September 2023 NRD Companies announced its results of activity. The company’s consolidated revenue in 2023 H1 of
EUR 6.222 million was up 98% compared to 2022 H1. EBITDA (Earnings before interest, taxes, depreciation and amortization)
increased to EUR 567 thousand compared to EUR -359 thousand in 2022 H1.
•
13 September 2023 It was announced the Novian software and IT infrastructure services group‘s results of activity of H1
period last year. The group’s EBITDA for the 6-month period was EUR 0.2 million and correspondingly grew 25.9%. There was
an operating loss of EUR 0.3 million, the same level as in January-June last year.
SIGNIFICANT EVENTS THAT OCCURED AFTER THE REPORTING PERIOD
•
2 February 2024 INVL Technology informs that under the provision of the Law on Collective Investment Undertakings of
the Republic of Lithuania (hereinafter – CIU), the Company operating under the CIU is under an obligation to have a valid
prospectus (hereinafter – the Prospectus) prepared in accordance with the requirements of the CIU or of the Law on Securities
of the Republic of Lithuania (hereinafter – LS). Considering that at the time of publication of the information there are no
grounds that the Company should prepare and own a prospectus complying with the requirements of the LS, on 2 February
2024, the Management company of the Company approved the updated version of the Prospectus and approved its publication.
•
18 March 2024
International S.à.r.l., to act as an M&A intermediary in seeking to conclude transactions for the sale of the entire portfolio of
businesses under management by INVL Technology before the end of the Company’s envisaged period of operation.
Information regarding key events during the reporting period is published on the Company‘s website in the section “For Investors” “Regulated information” at
https://invltechnology.lt/news/#invl-technology-regulated-information.
ANNUAL REPORT FOR 2023
44
5. Significant events of portfolio companies during reporting period
5.1. GovTech and FinTech companies
NRD COMPANIES AS GROUP
NRD Companies is a global IT and consulting group of companies, specializing in governance and economic digital infrastructure
development. Headquartered in Norway, the group unites companies operating in FinTech, GovTech and practice-based consulting
areas in aiding countries to reach UN sustainable development goals. NRD Companies have a successful track record of
implementing projects, such as e-service delivery platforms, national post digitalization, tax administration platforms and other
digital solutions, in all 5 continents. The Group is a recognized leader in the industry and is controlled by the INVL Technology
UTIB.
NRD Companies is a parent company for the following subsidiary corporations: Norway Registers Development AS, NRD Systems,
NRD Bangladesh, ETRONIKA, Infobank Uganda. More information: www.nrdcompanies.com.
NRD Companies group companies
Norway Registers Development AS is a consulting, project leadership and know-how hub for the group based in Sandvika,
Norway.
Norway Registers Development AS Lithuanian Branch is a consulting, project leadership and know-how hub based in
Vilnius, Lithuania.
NRD Systems UAB is among the TOP 5 in the world delivering custom software for Registry Solutions. It is an information
system development and project delivery company based in Vilnius, Lithuania with core competencies in state registry
modernization and state tax systems.
ETRONIKA UAB
and retail sectors, mobile payments, digital services for point-of-sales terminals, and other services. Company is based in
Vilnius, Lithuania.
– a specialized company based in Kampala, Uganda that was providing information on
Ugandan businesses.
Updated NRD Companies strategic directions 2023-2025
•
E-Registries;
Goverment digital services;
Tax administration;
Finance;
Ratail.
•
Prove NRD Companies as trusted advisor and solutions provider in strategic industries.
•
Empower customers to achieve sustainability goals by delivering innovative and dependable solutions.
•
Proactively engage and advise customers through consultative selling.
•
•
Develop culture to support organizational and personal growth.
Products and services of NRD Companies
Products, solutions and services
•
URP – is an out of the box proprietary platform enabling Registry Authorities to become the
registration of secured transactions and any other type of registration and post-registration related services.
•
– is a new generation online cash register management solution. It
addresses the latest VAT tax collection challenges that Tax Authorities face and improves tax revenue collection and reduces
informal economy with no burden to businesses.
•
BUSREG
of services for businesses and investors.
•
BOREG
ANNUAL REPORT FOR 2023
45
•
GxP – Customer-centric public e-service delivery platform. The platform is a tool for governments to proactively support
citizens and businesses with e-services throughout their customer. It addresses issues of interinstitutional integrity and allows
institutions to independently provide e-services to citizens. GxP provides data-driven insights to transform public e-services
in response to changing citizens’ needs and patterns of behaviour.
•
Consultancy Services – NRD Companies provides practice-based advisory and consulting services that respond to the needs
of the clients and correlate to emerging trends. The core competencies lie in Digitalization of public services, Development
of Business, civil and other registers, Digital ID + Digital Signature, Digital Inclusion, Digital Skills, Digital transformation
assessments/audits/roadmaps/strategies.
•
DIGITAL LOANS
their loan portfolio in a shorter time, keep the lending management and related costs under control and excel in their
operational risk management.
•
BANKTRON – an award-winning secure and intuitive digital banking platform. It is easily integrated with the latest FinTech
solutions.
•
KASU RETAIL – an omnichannel solution to manage and accelerate retail business.
•
KASU POST
•
KASU Cloud
management solution provided to the merchant as a service.
NRD Companies results for 2023
NRD Companies* NRD AS** NRD Systems** Etronika**
2022 2023 2022 2023 2022 2023 2022 2023
Revenue 8,079 10,985 5,115 7,223 2,692 3,621 2,451 3,382
3,068 4,401 1,887 2,787 598 1,384 914 1,118
EBITDA 211 1,358 307 280 (275) 548 224 461
EBIT 2 1,135 300 274 (373) 441 120 350
874 41 232 296 125 286
Key balance sheet items, thous. EUR
NRD Companies* NRD AS** NRD Systems** Etronika**
31-12-2022 31-12-2023 31-12-2022 31-12-2023 31-12-2022 31-12-2023 31-12-2022 31-12-2023
Tangible assets 537 643 3 3 237 283 297 357
Intangible assets 44 280 22 17 - 263 23 -
Other non-current assets 431 337 352 296 63 25 16 17
Current assets 4,916 5,273 3,407 3,911 1,358 1,809 1,387 1,791
of which cash 264 1,303 114 151 104 247 28 898
Total assets 5,928 6,533 3,784 4,227 1,658 2,380 1,723 2,165
Equity 1,266 2,017 626 826 (17) 279 797 1,082
Non-current liabilities 474 496 1 18 210 200 263 278
433 464 1 1 210 200 223 263
Current liabilities 4,188 4,020 3,157 3,383 1,465 1,901 663 805
358 199 1 2 558 636 63 91
Total liabilities and equity 5,928 6,533 3,784 4,227 1,658 2,380 1,723 2,165
*The unaudited consolidated results of NRD Companies are presented, which includes the results of the companies presented and the results of NRD Companies.
ANNUAL REPORT FOR 2023
46
Consolidated revenue and EBITDA of NRD Companies group, thous. EUR
0
2 000
4 000
6 000
8 000
10 000
12 000
2019 2020 2021 2022 2023
Consolidated revenue
H1 H2
-800
-400
0
400
800
1 200
1 600
2019 2020 2021 2022 2023
Consolidated EBITDA
H1 H2
Thous. EUR 2019 2020 2021 2022 2023
Revenue 6,596 6,989 6,347 8,079 10,985
EBITDA 166 602 297 211 1,358
NRD Companies revenue by sector
33%
30%
17%
15%
5%
2021
Registers
Government
Tax
administration
Finance
Retail
30%
32%
14%
17%
7%
2022
Registers
Government
Tax
administration
Finance
Retail
28%
20%
33%
15%
4%
2023
Registers
Government
Tax
administration
Finance
Retail
NRD Companies revenue by countries
30%
11%
9%
6%
5%
4%
4%
4%
3%
3%
21%
2022
Lithuania
Belize
North Macedonia
Estonia
Dominica
Mauritius
Cayman Islands
Finland
Gayana
Trinidad and Tobago
Others (21 countries)
34%
21%
7%
7%
6%
5%
4%
3%
2%
2%
9%
2023
Lithuania
Zimbabwe
Belize
Sin Maarten
Estonia
North Macedonia
Laos
Mauritius
Moldova
Caiman Islands
Others (18 countries)
Thous. Eur 2022 2023 Change
Lithuania 2,464 (30%) 3,688 (34%) 1,224
Other countries 5,615 (70%) 7,297 (66%) 1,682
Total 8,079 10,985 2,906
ANNUAL REPORT FOR 2023
47
20
27
28
32
28
0
10
20
30
40
2019 2020 2021 2022 2023
Number of countries
SIGNIFICANT EVENTS IN 2023
Structural changes
On the 1st of February, 2023, NRD Companies made structural changes and new appointments aimed at solidifying the group’s
position as a trusted advisor and solutions provider in its target industries, strengthening its ability to better address customer
ETRONIKA, and Aurelijus Juozapavicius, who has been acting as Delivery Manager at NRD Systems have been appointed as the
new CEOs of ETRONIKA and NRD Systems respectively, to help implement this strategy.
The sale of the subsidiary in Rwanda
On April 18, 2023 NRD Companies has announced the sale of its Rwanda-based subsidiary, Norway Registers Development
Rwanda Ltd. (NRD Rwanda), to IT services company Novian Technologies. The value of the transaction is not disclosed.
The decision to sell NRD Rwanda is part of the group’s business strategy. NRD Companies continue to focus heavily on work in
the African region as it did till now but under a new business model that will allow it to provide even more added value to the
customers.
Business environment
witnessed a pronounced upturn in market sentiment, buoyed by substantial backing from esteemed global institutions like the
African Development Bank, World Bank, and Asia Development Bank. This support extended across regions, empowering NRD
Companies’ clients in Africa, the Caribbean, and Southeast Asia to advance their digital transformation endeavors.
Amidst this conducive environment, NRD Companies capitalized on the growing demand for digital infrastructure and solutions in
its target markets. This resurgence culminated in the acquisition and initiation of several pivotal digital transformation contracts.
Key highlights encompassed the development and deployment of a Virtual Fiscalization solution for the Zimbabwe Revenue
Authority, a Population Registration platform for the Ministry of Finance, Economic Development, and Investment in Belize, and a
Business Registry implementation for the Lao Ministry of Industry and Commerce.
SIGNIFICANT PROJECTS IN 2023
Kenya
Central Project Management Agency
NRD Companies has initiated a project aimed at conducting a feasibility study to enable access to digital government services
Kenya, are involved in assessing the viability of delivering digital public services through the postal network. The study’s objectives
avenues for securing additional funding. Ultimately, the project aims to improve access to digital public services for Kenyan
citizens, especially those with restricted internet access or digital literacy skills.
Lesotho
Revenue Services Lesotho
NRD Companies has started a cooperation with Revenue Services Lesotho (RSL) to develop and implement an e-Invoicing and
e-Filing Solution aimed at improving VAT collection in Lesotho and boosting VAT-related data collection and assessment by RSL.
The solution will be based on NRD Companies‘ proprietary software VFDMS and will also provide modern tools for VAT return
It is being funded by the African Development Bank. In addition to system development and implementation, NRD Companies will
implement a comprehensive set of advisory services. The advisory component includes reviewing existing legal frameworks and
ANNUAL REPORT FOR 2023
48
legal acts, submitting recommendations for changes to the VAT Act and regulations that may be required for the implementation
and enforcement of the system, business-process reengineering support, as well as guidance with the implementation of internal
and external change management.
Zimbabwe
Zimbabwe Revenue Authority
Zimbabwe Revenue Authority (ZIMRA). Within this project NRD Companies helps Zimbabwe National Tax Autgority to modernize
Fiscalization solution - Fiscalization Data Management System, based on its proprietary platform VFDMS. A new system will help
Belize
Ministry of Finance, Economic Development, and Investment
NRD Companies has started a new digitalization project in Belize for developing and implementing a Digital Civil Registry System.
The Strengthening Civil Registry Project, being executed through a collaboration with the Attorney General’s Ministry and the
Ministry of Finance, Economic Development, and Investment. The project’s a key component is the design, development and
implementation of a Digital Registry System for the Vital Statistics Unit. The new registry system is envisioned to expedite and
facilitate ease of access to government services for the public from the Vital Statistics Unit.
Lao People‘s Democratic Republic
The Ministry of Industry and Commerce
NRD Companies has started a project of an Electronic Business Registration System (eBRS) development and implementation in
Laos. With this strategic country wide project, the Ministry of Industry and Commerce (MoIC) aims to modernize and enhance
Business Registration Services for its customers. Newly implemented an online, end-to-end Integrated Electronic Business
information about registration procedures. This eventually will improve business environment in the country and will contribute to
economic growth. The system is intended to support those interested in registering businesses in Laos and align with international
information provision and exchange standards.
Sint Maarten
National Recovery Program Bureau
NRD Companies is providing Management Consultancy services and leading the Digital Government Transformation Project for
administrative public services for citizens and businesses.
Lithuania
State Tax Inspectorate
NRD Companies started implementing the project of creation and installation of the subsystem of smart electronic cash registers
(i.EKA) of the Tax Inspectorate of the Republic of Lithuania. Over the next few years, Lithuania‘s domestic companies will have to
will ensure the proper transfer of data from the aforementioned programs to i.EKA, and there will be no need to install special
technical receipt signing equipment - a security module - into the devices.
Commonwealth of Dominica
The Ministry of Public Works and the Digital Economy
The Ministry of Public Works and the Digital Economy of the Commonwealth of Dominica chose NRD Companies to review and
shape policy, legislative, and regulatory aspects needed to the implementation of country’s digital transformation vision and
strategy.
Trinidad and Tobago
The Ministry of Finance
paying tax obligations by individuals and businesses. During the project, the legislation and regulations governing Trinidad and
Tobago’s payment ecosystem were reviewed and adapted, a detailed assessment of the needs of institutions for online payment
methods were implemented and detailed recommendations to ensure the security and resilience of the digital ecosystem needed
ANNUAL REPORT FOR 2023
49
America and the Government of the Republic of Trinidad and Tobago.
Trinidad and Tobago
Ministry of Digital Transformation of Trinidad and Tobago
The Developers’ Hub – Technical Advisory Services project launched in June, 2023 by the Ministry of Digital Transformation in
collaboration with NRD Companies, is aimed at providing advisory services to the Government of Trinidad and Tobago. With the
support of the Inter-American Development Bank, this project focuses on the design and implementation of the Developers’
Hub and the Developers’ Hub Challenge, with the objective of driving digital innovation, expanding the ICT sector, and fostering
economic growth in Trinidad and Tobago. By leveraging international expertise and promoting collaboration, the project aims to
accelerate the country’s digital transformation journey.
The Ministry of Digital Transformation of Trinidad and Tobago was awarded with the Inter-American Development Bank‘s President’s
Award for Innovation and Service Excellence (Pr.A.I.S.E) in the Public Sector for the Developers’ Hub.
Guyana
The Government of Guyana
NRD Comapnies continued on creating a strategy for modernizing the organization of state ICT infrastructure in Guyana. It
is expected that after implementing the recommendations, the state ICT infrastructure will become the basis for government
services will help the government better serve citizens in areas of social support, healthcare, education, and other critical
services. In the long run, it will set foundations to contribute to UN Sustainable development goals, such as lower poverty, better
health and well-being of the population, reduced gender and wealth inequalities and others.
Ghana
Ministry of Finance
Consultancy services provided to the External Resource Mobilization and Economic Relations Division, Ministry of Finance for
Registrar-General’s Department (RGD) and Facilitate the Decoupling of ORC from the RGD, Ghana.
Events in 2023
•
On January 18, 2023, NRD Companies hosted the online event “Recharge 2023,” featuring Jonas Ridderstråle, aimed at
encouraging a new way of thinking for clients.
•
•
NRD Companies sponsored the Lithuanian pavilion at the World Summit on the Information Society forum 2023 (#WSIS) on
March 16, 2023, contributing to the international dialogue on “Small Countries – Global Impact: Digital Journey Tips and Tricks
from Lithuania.”
•
event for government sector representatives.
•
NRD Companies attended the 46th International Association of Commercial Administrators (IACA) Conference in Indianapolis,
Indiana, from May 21 to 25, 2023.
•
From May 30 to 31, 2023, NRD Companies showcased at the E-Governance Conference 2023 in Tallinn Creative Hub, Estonia.
•
NRD Companies participated in the European Business Registry Association (EBRA) conference in Paris from May 31 to June
1, 2023.
ANNUAL REPORT FOR 2023
50
5.2. Software development, IT infrastructure, managed IT services and digitization companies
NOVIAN GROUP
The Novian group’s companies work in software services, IT infrastructure, and digitization, providing services and solutions for
developing organizations’ digital advantage. Novian’s main areas of focus are digital transformation services, data empowerment,
The Novian group’s advantage is its ability to provide integrated IT services and solutions by combining the capabilities of the
group’s companies and thus giving clients more value. Novian ensures clients get a package of services that is tailored to their
needs regardless of which group company they turn to and in which country. Moreover, integration of IT services is extremely
relevant for being able to create a needed digital solution fast.
The companies working in the group’s software services area are Novian Systems and Novian Pro in Lithuania. Working in the
technologies area are Novian Technologies in Lithuania and Novian Eesti in Estonia as well as Norway Registers Development
Rwanda in Rwanda, Andmevara in Moldova and Zissor in Norway.
ISO 14001 (Novian Technologies, Novian Systems, Novian Pro), ISO 20000-1 (Novian Technologies, Novian Systems, Novian Pro),
ISO 27001 (Novian Systems, Novian Pro, Novian Technologies, Novian Eesti).
Long-term objectives of the Novian group:
•
Novian is an international group of companies that prioritizes growth and development in Lithuania, Estonia and the Nordic region;
•
The Novian group provides products and services that enable the changes involved in digital transformation;
•
The Novian group creates added value for clients by helping them achieve their goals: increasing business revenue and
improving the quality of public sector services.
Strategic business directions of the Novian group:
•
Recurrent IT services – managed IT services, SaaS (software as a service);
•
Software development services;
•
Digitization;
•
High performance and cloud computing platforms.
NOVIAN GROUP COMPANIES
Technologies
The Novian companies which operate in the technologies area focus heavily on high-performance computing clusters, open-
source cloud technologies, the provision of highly skilled continuous managed services for the maintenance and support of critical
contracting and other services.
Besides this, the Novian group’s companies have the technological potential, unique in the region, to carry out complex, large-
scale digitization projects. That includes their ability to digitize documents in a variety of formats, transfer text and images, and
create the needed metadata for further digital use. They can also provide more extensive data empowerment solutions. The
Novian digitization centre in Estonia is capable of scanning everything from A4 documents to large, complex old newspapers
and maps. The group’s companies provide digitization services worldwide. They are involved in the digitalization of archives,
publications and libraries.
The group is active in the area of media. Its Norway-based company Zissor has become a world-leading provider of media
monitoring solutions and media digitization services.
Software development
The Novian group companies which operate in the area of software services develop information systems as well as business
analytics, and process automation solutions for business and the public sector. The group’s companies focus on developing
and modernizing complex custom information systems for state institutions and large and medium-sized companies as well as
solutions for business process digitalization and business analytics. They also carry out integrated projects together with the
Novian group’s other companies.
Novian Systems, a Lithuanian company is recognized as a developer of reliable customized information systems and IT solutions,
and also provides business analytics and process automation solutions.
The Lithuanian information systems and software developer Novian Pro, which joined the Novian group in 2021 (until the end
technologies, and risk management.
Novian’s software services professionals are highly experienced in developing tax administration systems and have also worked
actively in e-health, environmental protection, smart cities, e-government, risk management and other areas. Their know-how
from work with public sector organizations is helpful in identifying solutions for businesses as well.
For more information – www.novian.io, www.zissor.com.
ANNUAL REPORT FOR 2023
51
Novian group results for 2023
Novian*
Technologies Software development
Novian
Technologies
Novian Eesti
OU
Andmevara
SRL
Zissor
Novian
Systems**
Novian Pro
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
Revenue 33,035 40,268 22,222 28,303 1,083 882 749 1,009 783 594 4,592 4,984 3,393 4,283
7,990 8,231 3,539 4,011 734 582 663 831 675 555 1,057 760 1,205 1,293
EBITDA 1,522 1,242 1,468 1,485 33 (116) 115 204 (80) (131) 65 (292) 318 393
EBIT 489 137 934 901 (17) (195) 111 192 (85) (135) (82) (448) 28 124
44 573 496 55 90 77 61
Key balance sheet items, thous. EUR
Novian*
Technologies Software development
Novian
Technologies
Novian Eesti
OU
Andmevara
SRL
Zissor
Novian
Systems**
Novian Pro
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
31-12-
2022
31-12-
2023
Tangible assets 2,538 2,307 1,563 1,388 173 223 12 42 7 2 471 364 310 287
Intangible assets 2,229 2,027 59 33 3 24 - - - - 1,905 1,883 262 87
Other non-current
assts
3,806 1,433 702 835 60 60 - - 100 93 2,123 317 165 157
Current assets 11,591 17,379 6,749 10,134 145 275 366 611 213 136 1,495 3,250 1,754 2,154
Of which cash 2,051 3,370 695 1,713 51 9 32 251 102 21 86 798 254 508
Total assets 20,164 23,146 9,073 12,390 381 582 378 653 320 231 5,994 5,814 2,491 2,685
Equity 4,398 3,696 2,531 3,024 1 (209) 184 281 209 60 2,163 1,553 330 391
Non-current
liabilities
5,367 3,244 786 647 115 121 - - - - 2,350 404 221 177
debt
5,181 3,023 766 596 115 121 - - - - 2,184 234 221 177
Current liabilities 10,399 16,206 5,756 8,719 265 670 194 372 111 171 1,481 3,857 1,940 2,117
debt
1,321 3,111 384 620 20 78 - - - - 89 2,235 281 92
Total liabilities
and equity
20,164 23,146 9,073 12,390 381 582 378 653 320 231 5,994 5,814 2,491 2,685
*Unaudited aggregated operating results of the Novian group are presented, which include the results of the presented companies and the results of UAB Novian,
Andmevara AS and NRD Rwanda. The aggregation of balance sheet items eliminates the value of investments in subsidiaries and the aggregation of income statement data
Novian Pro and Zissor AS are in progress.
of loans granted to a subsidiary. In 2023, the impairment of the loan to Andmevara AS is eliminated in the amount of EUR 40 thousand, in 2022 the impairment of the loan
accordingly.
ANNUAL REPORT FOR 2023
52
0
5 000
10 000
15 000
20 000
25 000
30 000
35 000
40 000
45 000
2019 2020 2021 2022 2023
Aggregated revenue
H1 H2
0
400
800
1 200
1 600
2 000
2019 2020 2021 2022 2023
Aggregated EBITDA
H1 H2
Thous. EUR 2019 2020 2021 2022 2023
Revenue 23,492 24,113 25,826 33,035 40,268
EBITDA 1,556 1,788 1,725 1,522 1,242
Novian group revenue by sector
32%
39%
19%
7%
3%
2021
Public*
Private*
Finance
Aviation,
Aeronautics
Other
39%
39%
14%
4%
4%
2022
Public*
Private*
Finance
Aviation,
Aeronautics
Other
40%
39%
11%
4%
6%
2023
Public*
Private*
Finance
Aviation,
Aeronautics
Other
Novian group revenue by country
76%
5%
3%
3%
3%
2%
1%
1%
1%
5%
2022
Lithuania
Estonia
Rwanda
Moldova
Austria
Denmark
Germany
Norway
United Kingdom
Ohers (27 countries)
72%
4%
3%
3%
3%
3%
2%
2%
2%
6%
2023
Lithuania
Estonia
Rwanda
Moldova
Norway
Botswana
Germany
Austria
Brazil
Others (28 countries)
Thous. Eur 2022 2023 Change
Lithuania 25,134 (76%) 28,975 (72%) 3,841
Other countries 7,901 (24%) 11,293 (28%) 3,392
Total 33,035 40,268 7,233
ANNUAL REPORT FOR 2023
53
34
31
34
36
37
0
10
20
30
40
2019 2020 2021 2022 2023
Number of countries
Key events
•
On 18 April 2023, a share purchase and sale agreement was signed according to which Novian Technologies acquired Rwanda-
based Norway Registers Development Rwanda Ltd (NRD Rwanda) from the NRD Companies group.
•
In May 2023, Novian Technologies held its annual conference, Technology and Resilience 2023, which focused on the topic of
automation.
•
SRL.
•
In July 2023, the Novian group changed the ownership structure of its companies. Through transactions within the group,
Novian Technologies acquired the shares of Zissor and consolidated Novian’s digitization services businesses. Additionally, to
optimize the capital structure and management of the software development companies, the company Novian acquired the
shares of Elsis PRO (now Novian Pro). These transactions were carried out at the companies’ value on 31 March 2023.
•
positions.
•
association was founded by Vilnius University (the Faculty of Mathematics and Informatics together with the Faculty of Physics),
Lithuania’s Center for Physical Sciences and Technology, and the information technology company Novian Technologies.
•
On 18 December 2023, the software development company Elsis PRO changed its name to Novian Pro. The company’s new
information technology group. The company joined the Novian group in 2021.
•
Products and services of the Novian group
Technologies (Novian Technologies (Lithuania), Novian Eesti (Estonia), Zissor (Norway), Andmevara SRL (Moldova), NRD Rwanda
(Rwanda))
Solutions and services Industries where active
Technologies and
methodologies
Standards &
•
Critical IT infrastructure design,
deployment and maintenance,
managed services
•
Cloud computing strategy and
transformation implementation
•
Data storage, recovery and
archiving solutions
•
Modern digital workplace
strategy creation and
implementation
•
Supply-chain and infrastructure
lifecycle management
•
Managed printing services
•
Digitization of archives,
digitization software (scanning
of paper documents, hosting
and storage of digital material
in document systems, document
processing (text recognition,
metadata, segmentation, etc.))
•
Media monitoring software
•
Finance and insurance
•
Wholesale and retail tra-
de
•
Logistics and warehousing
•
ITT
•
Energy
•
Manufacturing
•
Public sector
•
•
Providers of media moni-
toring services
•
Magazine and newspaper
publishers
•
National archives, libra-
ries
•
Companies with archives
Methodologies:
•
CIMF v.3, Migritis, CopyPrint
Technology partners:
•
Dell EMC, NVIDIA, Lenovo,
IBM, Cisco, Zabbix,
Prometheus, Oracle,
Microsoft Azure, Google
Cloud, Red Hat, Commvault,
Veritas, Quantum,
Dynatrace, Ivanti, N-Able,
Kyocera, Microsoft, GitLab,
Postgre SQL
Equipment:
•
Novian digitization centre in
Estonia
Intellectual property:
•
Novian Eesti x-Scan
document digitization
software
•
Zissor Media Monitoring
software
•
Zissor Archive Digitization
software
•
Zissor PDF-to-Article
Conversion software
Novian
Technologies:
ISO 9001,
ISO 14001,
ISO 20000-1,
ISO 27001
Novian Eesti:
ISO 9001,
ISO 27001
ANNUAL REPORT FOR 2023
54
Revenue and EBITDA of Novian group technologies area, thous. EUR
0
5 000
10 000
15 000
20 000
25 000
30 000
35 000
2019 2020 2021 2022 2023
Aggregated revenue
H1 H2
0
400
800
1 200
1 600
2 000
2019 2020 2021 2022 2023
Aggregated EBITDA
H1 H2
Thous. EUR 2019 2020 2021 2022 2023
Revenue 17,745 18,874 17,502 24,054 30,459
EBITDA 1,351 1,693 1,424 1,616 1,457
Revenue by sector
26%
46%
25%
3%
2021
Public*
Private*
Finance
Other
32%
48%
18%
2%
2022
Public*
Private*
Finance
Other
35%
45%
17%
3%
2023
Public*
Private*
Finance
Other
Revenue by country
78%
6%
4%
4%
1%
1%
1%
1%
1%
1%
2%
2022
Lithuania
Estonia
Rwanda
Moldova
Botswana
Norway
Germany
United Kingdom
Austria
Ireland
Others (22 countries)
71%
5%
4%
4%
4%
4%
2%
2%
1%
1%
2%
2023
Lithuania
Estonia
Rwanda
Moldova
Botswana
Norway
Germany
Bangladesh
Latvia
Spain
Others (25 countries)
Thous. Eur 2022 2023 Change
Lithuania 18,876 (78%) 21,686 (71%) 2,810
Other countries 5,178 (22%) 8,773 (29%) 3,595
Total 24,054 30,459 6,405
ANNUAL REPORT FOR 2023
55
29
28
32 32
35
0
10
20
30
40
2019 2020 2021 2022 2023
Number of countries
Key events
•
In March 2023, Novian Technologies together with software partner Zabbix organized the Zabbix Meeting Lithuania.
•
In April 2023, a share purchase and sale agreement was signed according to which Novian Technologies acquired Rwanda-
based Norway Registers Development Rwanda Ltd from NRD Companies.
•
During 2023, Zissor presented major upgrades to the Zissor Media System with new features including extraction of text from
•
In April 2023, Novian Technologies participated in the Asia Climate Forum 2023, which was held in Singapore. The company
presented HPC solutions for weather forecasting, climate change modelling and early warning systems.
•
In May 2023 Novian Technologies held its annual conference, Technology and Resilience 2023, which focused on the topic of
automation.
•
In 2023, digitization services were supplemented with the possibility to operatively monitor this process. Novian Technologies
provides the customer with a selected level of maintenance services.
•
In 2023, the Novian Technologies team participated in 9 events organized by Red Hat in Scandinavia and the Baltic countries.
•
meets the requirements of the ISO 27001 standard.
•
In July 2023, Novian Technologies acquired the shares of the Norwegian company Zissor. This acquisition served to concentrate
•
•
In September 2023, Novian Technologies and partner Dynatrace hosted a business breakfast to present a Dynatrace solution
which helps more rapidly identify the causes of problems during application development and resolve problematic aspects of
an application and improve internal communication between an organization’s IT department teams.
•
On 22 November 2023, the Lithuanian Quantum Technology Association was established. Novian Technologies was one of its
Lithuania and increase international competitiveness.
Key projects
•
Vilnius University – NVIDIA GPU-accelerated infrastructure for human genome research. This project developed
GPU-accelerated infrastructure for research on the human genome. This advanced technology enables researchers to
biomedicine. The infrastructure uses NVIDIA GPU technologies known for their ability to process large amounts of data, thus
enabling thorough genetic analysis and testing of new methods of analysis by exploiting the capabilities of machine learning
neural networks. In addition to helping scientists gain a deeper understanding of the human genome, the project opens up
new opportunities for the diagnosis and treatment of diseases, using existing and developing new bioinformatics analysis
•
Modernization of computer workstations at Lithuanian courts. 883 laptops and accessories were upgraded at Lithuanian
courts. These computers were acquired with an extended warranty and additional maintenance services in order to extend
their life and minimize electronic equipment waste. This approach of renewing computer workstations with an extended
warranty and additional maintenance services encourages long-term product use, thus creating value for the organization
and the environment and promoting sustainable consumption. The solution was adopted on the basis of environmental and
sustainability principles, with the aim of reducing the negative environmental impact and promoting a responsible product
lifecycle.
•
Digitization services for the National Archives of Sweden. The Digitization Unit at the National Archives of Sweden
has selected Zissor as its provider of digitization services for the coming six years. The archive will be provided with Zissor
Content System software, which automates the conversion of imaged document information, mainly publications that are being
digitized, into digital content. Maintenance services are also being provided and new needs may be integrated. This contract is
an extension of Zissor’s work with the National Archives of Sweden since 2011. During this time, Zissor technology is estimated
to have helped to digitize some 37 million pages of publications.
•
Creation of Sint Maarten Digitalization Centre and digitization of documents. As part of the country’s Digital
Government Transformation Project, Novian Technologies signed a contract with Sint Maarten’s National Recovery Programme
Bureau, acting on behalf of the Government of Sint Maarten, and, together with Novian Eesti, started a project to establish
the Sint Maarten Digitalization Centre within the Department of Informatie Voorzieningen of the Government of Sint Maarten.
ANNUAL REPORT FOR 2023
56
The project is carried out together with Digital Leadership Team of Sint Maarten Government and will involve putting in place
all infrastructure needed for this purpose, from critical IT infrastructure and software to scanners. The project also includes
the digitization process. The project aims to improve the delivery of public e-services and resilience to disasters. 432,000
documents (about 4.15 million pages) will be digitized: the information will be scanned and indexed using metadata, and the
digitized documents will be uploaded into a document management system.
•
Deployment of cybersecurity solutions at the National Bank of Rwanda.
creating two-tier security architecture. This multi-zone security architecture was chosen to ensure the protection of sensitive
information. For this solution we drew on two of the world’s leading vendors in the area of security and introduced two-factor
authentication for users to connect to the bank’s internal systems. The project provided the National Bank of Rwanda with
cyber security solutions that are in line with best practices. The solution ensures secure domestic and international banking
operations.
Software services (Novian Systems and Novian Pro (Lithuania))
Solutions and services Industries where active Technologies and methodologies
Standards and
•
Development and
maintenance of information
systems
•
Information systems
integration
•
Business process
digitalization
•
Performance analytics
solutions
•
Robotic process automation
•
Critical resource
management solutions
•
Data distribution soluti-
ons (OMG Data Distribution
Service)
•
Risk management solutions
•
Big data
•
Consulting
•
E-Governance
•
E-Tax
•
E-Health
•
Environmental
protection
•
Smart city
•
Defence
•
Aviation and space, air
navigation
•
Regulatory institutions
•
Corporations
•
Intellectual property:
Novian Systems:
•
Masis municipal tax management
software
•
Atris waste management software
Novian Pro:
•
PRO.Risks risk management
•
scheduling software
•
Galaxy nano-satellite
communication software
•
Programming in Oracle /Java,
C++, Angular, TypeScript and
Microsoft.NET
•
Low code solutions
•
Process robotization
•
Big data and performance
Novian Systems:
ISO 9001,
ISO 27001,
ISO 14001,
ISO 20000-1
Novian Pro:
ISO 9001,
ISO 27001,
ISO 14001,
ISO 20000-1
ANNUAL REPORT FOR 2023
57
Revenue and EBITDA of Novian group software development services companies, thous. EUR
0
2 000
4 000
6 000
8 000
10 000
2019 2020 2021 2022 2023
Aggregated revenue
H1 H2
-400
-200
0
200
400
600
800
2019 2020 2021 2022 2023
Aggregated EBITDA
H1 H2
Thous. EUR 2019 2020 2021 2022 2023
Revenue 5,039 4,528 7,438 8,194 9,302
EBITDA 219 138 592 287 37
Revenue of Novian group software development services area by sector
48%
17%
9%
24%
2%
2021
Public*
Private*
Finance
Aviation,
Aeronautics
Other
56%
14%
4%
18%
8%
2022
Public*
Private*
Finance
Aviation,
Aeronautics
Other
46%
21%
3%
18%
12%
2023
Public*
Private*
Finance
Aviation,
Aeronautics
Other
Revenue of Novian group software development services companies by country
74%
9%
7%
3%
3%
2%
1%
1%
2022
Lithuania
Austria
Denmark
Germany
Estonia
France
Belgium
Others (9
countries)
76%
9%
7%
4%
1%
1%
1%
1%
2023
Lithuania
Austria
Brazil
Germany
Denmark
Belgium
Estonia
Others (7
countries)
Thous. Eur 2022 2023 Change
Lithuania 6,088 (74%) 7,050 (76%) 962
Other countries 2,106 (26%) 2,252 (24%) 146
Total 8,194 9,302 1,108
ANNUAL REPORT FOR 2023
58
8 8
10
16
14
0
5
10
15
20
2019 2020 2021 2022 2023
Number of countries
Key events
•
In May 2023, Novian Pro presented the possibilities for data exchange and management between nanosatellite constellations at
the conference New Capacities and Countries in European Space 2023 held in the Netherlands. The conference was organized
by the European Space Agency (ESA).
•
•
In July 2023, a transaction within the group was completed to optimize the capital structure and management of the software
development companies. The company Novian acquired the shares of Elsis PRO (now Novian Pro). The transaction was carried
out at the company’s value on 31 March 2023.
•
As Novian’s software development activities have been concentrated in Lithuania and the scope of activities of the Estonian
company Andmevara AS has decreased substantially over the past few years, in the middle of 2023 procedures to liquidate the
company were started.
•
•
On 18 December 2023, the software development company Elsis PRO has changed its name to Novian Pro. The company’s
information technology group. The company joined the Novian group in 2021.
•
In mid-2023, a legal dispute began over the scope and timing of Novian Systems’ work under a contract to provide modernization
announced that it had also terminated the contract with the company and placed it on its List of Unreliable Suppliers. The
company is attempting to resolve the situation in court or by negotiation. Despite its inclusion on the mentioned list, the
company can participate in public procurement tenders so long as it provides the contracting entities with evidence that it has
•
In 2023, Novian Pro actively participated in international events.
•
In March 2024, representatives of Novian companies participated in the international defence event “The Paris Defence and
Strategy Forum” in France.
Key projects
•
Novian Pro is developing an information system
organization, the Department of Airspace Control (DECEA) of the Brazilian Air Force (FAB) under the Ministry of Defence. It will
their competencies and the planning of their work and rest times during shifts as well as of their long-term needs. The new
system will be developed on the basis of a prototype that Novian Pro developed for DECEA in 2020.
•
Novian software development companies and
Rubedo Systems are creating a system that can analyse X-ray images of all types of rail freight wagons, containers and trucks
from customs inspection systems, detect suspicious objects, and provide the results of the analysis. The aim is to analyse an
X-ray image within 10 seconds and provide an overall assessment within 20 seconds. The system is being developed within
the framework of the “Modernization of Customs Risk Management” project funded under the “Next Generation Lithuania”
Economic Recovery and Resilience Facility. The new system aims to speed up analysis of X-ray images and improve detection
of infringements through more accurate and objective analysis, thus making the surveillance of international trade at the
•
Defence projects under a European Defence Fund programme. Novian Pro as a consortium member carries out the
ODIN’S EYE II project to develop an early warning system for ballistic missile threats and has launched the SESIOP project
critical areas.
•
Exchange of patient information between Lithuania and EU countries. To enable the exchange of summary patient data
with national contact centres of other European Union (EU) countries, Novian Systems is expanding the information system of
the Lithuanian National eHealth Contact Centre at the Centre of Registers and is also developing the necessary integrations.
Following the upgrades, Lithuanian healthcare institutions will be able to see the information of visiting patients from other EU
countries and Lithuanian citizens travelling to other EU countries will be able to get better quality medical care based on the
summary data of their health history.
ANNUAL REPORT FOR 2023
59
•
Smooth implementation of a business analytics tool for Mantinga. As part of a move to a new enterprise resource
planning (ERP) system by the Mantinga group, a producer of bread, snacks and frozen goods, Novian Systems upgraded
its business analytics tool. After analysis, Microsoft Power BI was chosen, and a model for that business intelligence tool
was developed based on the needs of the company’s business management systems, data for analysis and reports. A lot of
attention was also given to a smooth transition from one ERP system to the other. The project ensured a smooth changeover,
so the business felt any possible changes as little as possible and retained the data it needed.
ANNUAL REPORT FOR 2023
60
5.3. Cybersecurity company
create a secure digital environment for countries, governments, businesses, and citizens and have conducted projects of various
scale and scope around the world.
The organisation’s specialists have accumulated extensive experience in incident investigation and management, law enforcement,
NRD Cyber Security also owns NRD Bangladesh, a regional sales, project management, and implementation company with
projects in South Asia.
Focus areas of NRD Cyber Security
•
Help countries realise their visions of secure digitalisation and enable various organisations to manage cybersecurity threats.
•
Create cybersecurity methodologies and standards in cooperation with international organisations such as ITU, GFCE, World
Bank and others, whose activities aim to strengthen the cyber resilience of countries and individuals.
•
Expand the CyberSOC managed security service and strengthen the market position in Lithuania, actively sell and provide
information security auditing and consulting services, increase the number of orders for the installation of cybersecurity
technologies and raise internal capabilities and service quality.
•
Create and modernise security operations teams (CSIRTs and SOCs) worldwide.
•
Further develop own products Natrix and CyberSet.
NRD Cyber Security services and products
Services Products
•
CSIRT and SOC services
•
CyberSOC – managed security services
•
Cybersecurity capacity building
•
Audits and assessments
•
Technology solutions
•
CISO advisory
•
Training courses
•
ISO 27001 standard implementation
•
Preparation for NIS2
•
Natrix – threat monitoring platform
•
CyberSet – CSIRT/SOC service automation toolkit
More about the products
Natrix
way to implement a collaborative threat monitoring system within a sector a country. It has already been used in critical
services in Lithuania.
CyberSet – CSIRT or SOC services enablement and automation toolkit. It works as an orchestrated set of technologies and
operational procedures, which provides CSIRTs and SOCs with typical service delivery capabilities, such as security monitoring
and incident management.
ANNUAL REPORT FOR 2023
61
NRD Cyber Security results of 2023
2022 2023
Revenue 6,079 7,411
2,979 3,994
EBITDA 653 1,120
EBIT 564 980
526 804
Key balance sheet items, thous. EUR*
31-12-2022 30-06-2023
Tangible assets 401 350
Intangible assets 23 19
Other non-current assets 199 50
Current assets 3,226 6,050
of which cash 1,332 3,640
Total assets 3,849 6,469
Equity 1,509 1,806
Non-current liabilities 606 1,500
196 149
Current liabilities 1,734 3,163
54 60
Total liabilities and equity* 3,849 6,469
*The unaudited consolidated results of the NRD Cyber Security group are presented. The results of NRD CS and NRD Bangladesh are included in the results of the NRD
ANNUAL REPORT FOR 2023
62
Revenue and EBITDA of NRD Cyber Security, thous. EUR
0
1000
2000
3000
4000
5000
6000
7000
8000
2019 2020 2021 2022 2023
Consolidated revenue
H1 H2
0
200
400
600
800
1000
1200
2019 2020 2021 2022 2023
Consolidated EBITDA
H1 H2
Thous. EUR 2019 2020 2021 2022 2023
Revenue 2,836 3,229 5,365 6,079 7,411
EBITDA 341 434 784 653 1,120
NRD Cyber Security revenue by sector
64%
18%
15%
3%
2021
Public*
Private*
Finance
Akademic
65%
22%
13%
2022
Public*
Private*
Finance
64%
23%
13%
2023
Public*
Private*
Finance
NRD Cyber Security revenue by country
78%
6%
5%
1%
1%
1%
1%
1%
6%
2022
Lithuania
Norway
Egypt
Switzerland
Bangladesh
Greece
Latvia
Botswana
Others (12
countries)
68%
8%
8%
6%
1%
1%
1%
1%
6%
2023
Lithuania
Greece
Malta
United States of
America
Switzerland
Bangladesh
Egypt
Belgium
Others (21
countries)
Thous. Eur 2022 2023 Change
Lithuania 4,749 (78%) 5,046 (68%) 297
Other countries 1,330 (22%) 2,365 (32%) 1,035
Total 6,079 7,411 1,332
ANNUAL REPORT FOR 2023
63
16
21
44
24
29
0
10
20
30
40
50
2019 2020 2021 2022 2023
Number of countries
Main events and projects in 2023
Lithuanian market:
•
At the beginning of 2023, NRD Cyber Security launched a round-the-clock managed
grew as the team welcomed new customers, some of which chose the 24/7 service option.
•
The launch of SOCshare project: In collaboration with Vilnius City Municipality, NRD Cyber Security has launched a EUR 2.9
million project focused on strengthening the maturity of the Security Operations Centres (SOCs), improve their ability to react
will be covered by NRD Cyber Security and Vilnius City Municipality. The project will run for three years.
•
Security audits and assessments: The organisation’s specialists continued to actively help organisations assess their risks,
potential cybersecurity vulnerabilities and readiness to handle cyber-attacks. IT security audits, vulnerability scans and risk
assessments have been performed for both private and public sector organisations.
•
CISO advisory services:
services and signed 6 more new contracts.
•
Cybersecurity technologies: NRD Cyber Security technology experts installed technology solutions and renewed licenses
for Lithuanian critical infrastructure organisations and private sector companies, thus strengthening their technological
capabilities of cyber resilience.
Foreign markets:
•
Natrix and CyberSet: The Natrix threat monitoring platform and the CyberSet set of technologies and operational procedures
were deployed in Malta and enabled the country’s national cybersecurity team, CSIRTMalta, to centrally monitor cyber threats
EG-FinCIRT. CyberSet has been either fully or partly been deployed in national CSIRTs of Trinidad and Tobago and the Bahamas.
•
CSIRT design:
Geneva Centre for Security Sector Governance (DCAF), completed a project to design a CSIRT for the Kosovo energy sector.
organisational structure be and what processes and procedures are important to implement.
•
Development of sectorial CSIRTs: NRD Cyber Security experts have assisted the Reserve Bank of Malawi to properly
prepare for the establishment of this team and assess the need and extent of changes required in the legal framework,
resource allocation and organisational structure.
•
Other CSIRT services: The company’s experts helped the Egyptian
prepare and become members of the international cyber security community FIRST.org.
•
Strengthening cyber security capabilities:
In São Tomé and Príncipe company’s experts helped to prepare for the creation of a national cybersecurity strategy. This
was part of an ongoing World Bank project.
The employees of the Central Bank of Nigeria came to Lithuania to participate in a live training session “Establishing
CSIRT or SOC“, and gained knowledge on how to create a sectorial cybersecurity team during.
In Armenia organisation’s experts performed assessment of the legal framework for the protection of critical information
country has already been putting to strengthen its cyber resilience, and to provide recommendations on how to improve the
protection of critical information infrastructure.
During a project in Mongolia the Zero Trust method has been applied in the development of national cybersecurity
principles. Also, another project, the primary purpose of which is the assessment study to develop a comprehensive risk
management framework (RMF).
In Albania NRD Cyber Security specialists helped the national CSIRT to prepare national cyber crisis management
procedures.
In Sri Lanka the team of experts from NRD Cyber Security have created a national risk assessment model for the country.
In Tajikistan, NRD Cyber Security team compared the policy for the protection of critical information infrastructure with
ANNUAL REPORT FOR 2023
64
international best practices and provided insights for improvements.
Organisation’s specialists also helped the Kingdom of Bhutan to identify the country’s CII, renew national cybersecurity
strategy and prepare action plan.
Work has started in supporting the African Union for the establishment and deployment of a Continental Computer
Security Incident Response Team (CSIRT).
As part of the ITU Academy, the company’s experts conducted two virtual training sessions on “CSIRT/SOC establishment
and modernisation” and “Preparing for Cyber Crisis”.
•
Security audits and assessments: A large-scale complex project with the European Union Cybersecurity Agency (ENISA)
has been launched, which aims to strengthen the cyber resilience of EU countries. NRD Cyber Security assessed risks and
checks the cybersecurity readiness of the Lithuanian critical infrastructure.
Events and visibility in public space
Lithuanian market:
•
Partnership with Verslo zinios: To strengthen its position as a reliable partner for information security, NRD CyberSecurity
continued the partnership with Verslo zinios. A dedicated article appeared on the site to mark the launch of CyberSOC 24/7
service option. Also, company’s credentials and logo continue to feature in the Technologies and Innovations newsletter, which
is produced by Verslo zinios.
•
Interviews and public mentions: The company’s experts have been repeatedly interviewed by various media outlets on
topics such as the dangers posed by the TikTok app or the basics of cybersecurity hygiene.
•
IT manager summit: NRD Cyber Security participated in an annual event which is dedicated for IT managers. During the
summit, organisation’s director V. Benetis gave a presentation on cyber security hygiene, while other team members manned
the stand, introducing the newly launched CyberSOC 24/7 service option.
•
Technological solutions events: In the spring of 2023, the company organised an overview of the latest and most relevant
cybersecurity technologies “Technical demonstrations of trending cybersecurity solutions”. Also, NRD Cyber Security organised
a business lunch for the community of analysts who use the i2 Analyst’s Notebook to introduce the new features and possibilities
of this analysis tool.
•
Lithuanian Davos 2023: Director of NRD Cyber Security V. Benetis was once again invited to participate in the annual
•
Webinar “Cybersecurity in practice”: The event attracted more than 300 participants and provided insights in areas such
as preparation for NIS2 directive, GDPR, CISO advisory, etc.
•
ESET security days: Participation in ESET Security Days where both V. Benetis gave a speech on cybersecurity standards and
the company had a stand where NRD Cyber Security sales representatives were introducing CyberSOC 24/7 service option.
After the event, V. Benetis was invited to a radio show to expand on the topic he has presented during the event.
•
Cyber resilience Lithuania 2023: The annual cybersecurity conference organised by NRD Cyber Security once again
attracted cybersecurity experts and enthusiasts.
•
Webinar with Vectra: A technical demonstration and discussion with one of technology partners Vectra.
•
Bite Tech focus in Siauliai, Kaunas and Klaipeda: The customer of NRD Cyber Security, a Lithuanian telecommunication
conglomerate Bite Group, organised a series of events in various Lithuanian cities where NRD Cyber Security representatives
presented on topics, such as NIS2 and SOC.
Foreign markets:
•
Webinar “Demystifying CSIRT budget”: The half-hour long webinar attracted representatives from organisations and
institutions from various countries who are seeking to have a national or sectorial cybersecurity team.
•
FIRST 2023 conference in Canada FIRSTCON23: The company has participated in this conference for the second year
in a row as it is the main event which gathers representatives of various CSIRTs or organisations that would like to create
such teams. NRD Cyber Security not only had a stand, but also the director of the company, V. Benetis, was invited to give a
presentation on training CSIRT managers “CSIRT/SOC Manager Improvement Training”.
•
Global Conference on Cyber Capacity Building: A unique conference on global cybersecurity initiatives was held in Accra,
organised a discussion on cyber crisis management.
•
became www.nrdcs.eu: To have better recognition and SEO positions in foreign markets, another domain
with an internationally recognised ending has been acquired.
ANNUAL REPORT FOR 2023
65
6. Assessment of objectives achieved in 2023
the 83.61% increase in INVL Technology’s equity per share from 14 July 2016, when the Company started operating as a closed-
end investment company, through the end of 2023, taking into account repurchase of own shares. Equity per share increased
from EUR 1.96 to EUR 3.61 per share, for a compound annual growth rate in the period of 8.5%.
INVL Technology’s equity increased by 13.74% in 2023 and reached EUR 43.53 million at the end of the year. Equity per share at
the end of 2023 was EUR 3.61 and increased by 13.69% during the year.
In 2023, INVL Technology did not operate in Russia or Belarus. There are no plans to develop activities in those countries in 2024.
ANNUAL REPORT FOR 2023
66
III. INFORMATION ABOUT SECURITIES
7. The order of amendment of Issueer’s Articles of Association
The Articles of Association of INVL Technology may be amended by resolution of the General Shareholders’ Meeting, passed by
more than 3/4 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).
During the reporting period, on 6 February 2023 General Meeting of Shareholders has approved a new version of Articles
of Association of the Company, which was amended in accordance with the new version of the Republic of Lithuania Law on
Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose
shares are admitted to trading on a regulated market. The Company’s collegial body with supervisory function – the Supervisory
Board – has been eliminated. It was envisaged that the Management Company may form an Advisory Committee of the Company.
The version of Articles of Association dated 20 February 2023 is currently in force. The Articles of Association is available
on the Company’s website (Section in the website For investors Legal documents Articles of Association. Link: https://
invltechnology.lt/legal-documents/).
8. Structure of the authorized capital
Structure INVL Technology authorized capital as of 31 December 2023
Type of shares
Number of
shares, units
Total voting
rights granted
by the issued
shares, units
Nominal value,
EUR
Total nominal
Share of
authorized
capital, %
Ordinary registered shares 12,175,321 12,074,069 0.29 3,530,843.09 100
All shares are fully paid-up and no restrictions apply on their transfer.
Information about the Issuer’s treasury shares
According to the data of 31 December 2023, INVL Technology has acquired 101,252 unit of own shares. INVL Technology’s
subsidiaries directly or on their through persons, but acting on their behalf, have not acquired any shares in of INVL Technology.
Redemption of shares: In 2023 the Company has not carried out the procedure of buying out its own shares.
Purchase of shares
On 28 April 2023 the General Meeting of Shareholders of the Company has decided to approve the purchase of own shares, which
is valid for 18 months from the date of adoption of this decision. The maximum purchase price of one share is the last published
net asset value per share of INVL Technology, the minimum price of one share is EUR 0.29.
The Company did not initiate acquisition of own shares in 2023.
9. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial in-
vestment to the Issuer on a regulated market
Main characteristics of INVL Technology shares admitted to trading
Number of shares issued, units 12,175,321
Number of Shares with voting rights 12,074,069
Nominal value of one share, EUR 0.29
Total nominal value, EUR 3,530,843.09
ISIN code LT0000128860
LEI code 5299006UHD9X339RUR46
Name INC1L
Exchange AB Nasdaq Vilnius, XLIT
List Baltic Secondary list
Listing date 4 June 2014
ANNUAL REPORT FOR 2023
67
Trading in the company’s shares 2018 - 2022 (quarterly) on Nasdaq Vilnius
Reporting
period
Price, EUR Turnover, EUR
Last trading
date
Total turnover
high low last high low last quantity EUR
2019 1st Q 1.58 1.44 1.55 87,562.86 92.72 1,523.18 29.03.2019 95,698 146,843.81
2019 2nd Q 2.10 1.50 1.72 84,289.91 70.97 4,629.6 28.06.2019 169,929 281,909.20
2019 3rd Q 1.78 1.56 1.61 12,810.30 44.01 805 30.09.2019 87,180 142,034.35
2019 4th Q 1.80 1.57 1.76 11,613.08 1.68 777.92 30.12.2019 65,578 108,613.52
2020 1st Q 1.99 1.50 1.58 24,384.58 23.50 2,267.30 31.03.2020 74,584 139,382.05
2020 2nd Q 1.95 1.60 1.94 13,953.64 1.94 999.10 30.06.2020 83,743 153,914.18
2020 3rd Q 2.10 1.94 2.04 62,244 2.02 - 30.09.2020 73,659 147,174.92
2020 4th Q 2.14 1.79 2.08 2,233.80 2.02 - 30.12.2020 13,753 28,043.81
2021 1st Q 2.28 2.06 2.10 66,758.38 4.20 86.10 31.03.2021 137,750 294,144.84
2021 2nd Q 2.74 2.10 2.52 76,256.18 2.56 252 30.06.2021 105,506 255,230.02
2021 3rd Q 2.90 2.48 2.66 20,407.92 5.16 52.80 30.09.2021 51,749 136,701.50
2021 4th Q 2.80 2.60 2.74 13,600 8.22 8,912.98 30.12.2021 34,878 94,850.42
2022 1st Q 2.80 2.30 2.58 28,639.5 10.24 10.32 31.03.2022 66,975 171,863
2022 2nd Q 2.74 2.46 2.50 10,279.86 8.04 2,352.5 06.30.2022 44,222 116,265.78
2022 3rd Q 2.54 2.20 2.20 16,075.06 2.52 121 30.09.2022 37,747 90,968.76
2022 4th Q 2.32 2.08 2.16 11,947.74 2.26 10.8 30.12.2022 46,818 101,648.32
2023 1st Q 2.24 2.00 2.00 9,738.10 2.10 - 31.03.2023 37,522 79,769.08
2023 2nd Q 2.14 1.97 1.99 144,698.20 2.10 5,306.69 30.06.2023 116,895 235,186.20
2023 3rd Q 2.02 1.86 1.91 7,097.43 1.95 4,216.80 29.09.2023 41,102 80,167.58
2023 4th Q 1.96 1.78 1.90 9,875.92 5.56 7,475.95 29.12.2023 41,995 78,761.41
Trading in shares 2019 – 2023
Share price, EUR 2019 2020 2021 2022 2023
Open 1.44 1.76 2.12 2.76 2.16
High 2.10 2.14 2.90 2.80 2.24
Low 1.44 1.50 2.06 2.08 1.78
Medium 1.64 1.92 2.37 2.46 2.00
Last 1.76 2.08 2.74 2.16 1.90
Turnover, shares 418,385 245,739 329,883 195,762 237,514
Turnover, EUR 679,400.88 468,514.96 780,926.78 480,745.86 473,884.27
Total number of trades 605 891 1,576 1,270 1,335
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68
Change of turnover and share price of INVL Technology
Change of share price of INVL Technology and indexes
1
Change of share price of INVL Technology and indexes in 5 years period
(From 1st June 2023 OMX Baltic Technology GI index is suspended)
¹ The OMX Baltic Benchmark index (OMXBB – PI, GI, CAP) tracks the largest and most traded shares from all the industry sectors represented on the Nasdaq Baltic Market.
industry and enables the comparison of companies in that industry. Indexes for each ICB industry and super sector are calculated in euros for the stocks on the Main and
ANNUAL REPORT FOR 2023
69
Capitalization, 2019-2023
Last trading date Number of shares Last price, EUR Capitalisation, EUR
29.03.2019 12,175,321 1.55 18,871,748
28.06.2019 12,175,321 1.72 20,941,552
30.09.2019 12,175,321 1.61 19,602,267
30.12.2019 12,175,321 1.76 21,428,565
31.03.2020 12,175,321 1.58 19,237,007
30.06.2020 12,175,321 1.94 23,620,123
25.09.2020 12,175,321 2.04 24,837,655
29.12.2020 12,175,321 2.08 25,324,668
31.03.2021 12,175,321 2.10 25,568,174
30.06.2021 12,175,321 2.52 30,681,808
30.09.2021 12,175,321 2.66 32,386,353
31.12.2021 12,175,321 2.74 33,360,379
31.03.2022 12,175,321 2.58 31,412,238
30.06.2022 12,175,321 2.50 30,438,303
30.09.2022 12,175,321 2.20 26,785,706
31.12.2022 12,175,321 2.16 26,298,693
31.03.2023 12,175,321 2.00 24,350,642
30.06.2023 12,175,321 1.99 24,228,889
29.09.2023 12,175,321 1.91 23,254,863
29.12.2023 12,175,321 1.90 23,133,110
10. Dividends
The General Shareholders’ Meeting decides upon dividend payment and sets the amount of dividends. The company pays out the
Persons have the right to receive dividends if they were shareholders of the Company at the end of the tenth business day after
the day of the General Shareholders’ Meeting which issued the resolution to pay dividends.
According to the Law on Personal Income Tax and the Law on Corporate Income Tax, a 15 % tax applies for dividends as of 2014.
The Company is responsible for calculating, withholding and transfer paying (to the State) the applicable taxes
2
.
The company did not allocate dividends during the reporting period.
It should be noted that during the period of the Company’s operation, the Company’s General Meeting of Shareholders did not
take a decision on the payment of dividends, and therefore no dividends were paid to the shareholders.
Indicators related to the shares*
2021 2022 2023
Book value per share, EUR** 2.99 3.17 3.61
0.92 0.68 0.53
Appendix 4 of this Annual Report. See the website section “For Investors“ ”Financial information and reports“ “Formulas of performance indicators“, which can be
reached via this link .
**The nominal value per share is – EUR 0.29
² This information should not be treated as a tax consultation.
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70
11. Shareholders
11.1. Information about shareholders of the Company
Shareholders who held title to more than 5% of INVL Technology’s authorized capital and/or votes as of 31 December 2023.
Name of the shareholder or
company
Number of
shares held
by the right of
ownership
Share of the
authorized
capital held, %
Share of the votes, %
Share of votes
given by the
shares held
by right of
ownership, %
Indirectly held
votes, %
Total, %
LJB investments, UAB,
Code 300822575,
-
nius
2,424,152 19.91 19.91 - 19.91
INVL Life, UADB
Code 305859887 1,873,678 15.39 15.39 - 15.39
Invalda INVL, AB,
Code 121304349, - - - 17.22
1
17.22
1,466,421 12.04 12.04 - 12.04
Lietuvos draudimas, AB,
Code 110051834,
-
nius
909,090 7.47 7.47 - 7.47
675,452 5.55 5.55 1.52
2
7.07
Alvydas Banys 618,745 5.08 5.08 19.91
3
24.99
1
It is considered that Invalda INVL has the votes of the controlled companies INVL Asset Management UAB and INVL Life UADB.
2
It is considered that Kazimieras Tonkunas has the votes of his spouse.
3
It is considered that Alvydas Banys has votes of LJB Investments, UAB a company controlled by him.
At 31 December 2023, a total of 3,773 shareholders (including INVL Technology) owned shares of INVL Technology (versus 3,689
at 31 December 2022). There are no shareholders entitled to special rights of control.
Votes as of 31 December 2023
LJB investments,
UAB (300822575)
19.91%
INVL Life, UADB
(305859887)
15.39%
Irena Ona
12.04%
Lietuvos draudimas,
AB (110051834)
7.47%
Kazimieras
5.55%
Alvydas Banys
5.08%
Others
33.73%
Own shares
0.83%
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71
Distribution of securities by investors’ groups as of 31 December 2023
Investors
Shareholders
Share of votes given by the
Number of
shareholders
Number of shares
Private persons 3,735 5,637,398 46.69
Legal persons (excepting Company) 37 6,436,671 53.31
Own shares 1 101,252 -
Distribution of securities by investors’ groups as of 31 December 2023
Investors
Shareholders
Share of votes given by the
Number of
shareholders
Number of shares
Lithuania 3,610 11,826,939 97.95
Other EU members 130 121,645 1.01
Non-EU countries 32 125,485 1.04
Own shares 1 101,252 -
Total 3,773 12,175,321
11.2. Rights and obligations carried by the shares
11.2.1. Rights of the shareholders
The Company’s shareholders have the following property and non-property rights:
•
•
to receive the company’s funds when the authorized capital of the company is reduced with a view to paying out the company’s
funds to the shareholders;
•
to receive a part of assets of the company in liquidation;
•
to receive shares without payment if the authorized capital is increased out of the Company funds, except in cases provided by
the laws of the Republic of Lithuania;
•
to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases when
the General Shareholders’ Meeting in the manner prescribed in the Law on Companies of the Republic of Lithuania decides
to withdraw the pre-emption right in acquiring the Company’s newly issued shares or convertible debentures for all the
shareholders;
•
to lend to the company in the manner prescribed by law; however, when borrowing from its shareholders, the company may
not pledge its assets to the shareholders. When the company borrows from a shareholder, the interest may not be higher than
prohibited from negotiating a higher interest rate;
•
other property rights provided by laws;
•
to attend the General Shareholders’ Meetings;
•
to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of
Shareholders;
•
to vote at the General Shareholders’ Meetings according to voting rights carried by their shares;
•
•
to appeal to the court for reparation of damage resulting from nonfeasance or malfeasance by the Company’s manager and the
Board members of their obligations prescribed by the Law on Companies of Republic of Lithuania and other laws of the Republic
of Lithuania and the Company’s Articles of Association as well as in other cases laid down by laws;
•
on Companies of Financial Instruments Markets in the Republic of Lithuania;
•
other non-property rights established by laws and the Company’s Articles of Association.
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72
11.2.2. Obligations of the shareholders
The shareholders have no property obligations to the Company, except for the obligation to pay up, in the established manner,
all the shares subscribed for at their issue price. If the General Shareholders’ Meeting takes a decision to cover the losses of the
Company from additional contributions made by the shareholders, the shareholders who voted “for” shall be obligated to pay the
contributions. The shareholders who did not attend the General Shareholders’ Meeting or voted against such a resolution shall
have the right to refrain from paying additional contributions.
The person who acquired all shares or part of shares in the company from the Company’s sole shareholder must notify the
company of the acquisition or transfer of shares within 5 days from the conclusion of the transaction. The notice shall indicate
nominal share price and the particulars of the person who acquired or transferred the shares (the natural person’s full name,
personal number, personal code and address; the name, legal form it has taken, registration number, address of the registered
notice. If an acquisition extract is provided, it must include the parties to the transaction, the subject of the transaction and the
date of acquisition of the shares.
Contracts between the company and holder of all its share shall be executed in a simple written form, unless the Civil Code
prescribes the mandatory notarised form.
A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law on Companies, if
the Company proves that the shareholder knew or should have known thereof.
Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining contacts with the
Company and other persons.
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73
IV. ISSUER’S MANAGEMENT BODIES
12. Structure, authorities, the procedure for appointment and replacement
The Company is managed in accordance the Governance Code of Nasdaq Vilnius for the companies listed on the regulated market.
Refer to the Appendix No 2 to the Annual Report for the compliance report. In its activities the Company follows the Law on
Companies, the Law on Securities, the Law relating to collective investment undertakings, Articles of Association of the Company
and other legal acts of the Republic of Lithuania.
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when
the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties of
the Board and the head of the Company transferred to the Management Company. CEO of the Management Company until 31st
Management Company INVL Asset Management. Investment Committee is the collegial investment and management decision-
making body responsible for adopting decisions on the management of the Company’s assets and for the representation and
protection of the Company’s interests. In 2021 a Supervisory Board was formed. By the decision of the General Meeting of
Shareholders which was held on 6 February 2023 a Supervisory Board as collegial management body was eliminated.
rights and duties of the Investment Committee are detailed in the rules of the investment committee for the closed-ended
investment company INVL Technology.
Structure of the management of the Company until 20 February December 2023
Structure of the management of the Company from 20 February 2023
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74
12.1. General Shareholders’ Meeting
12.1.1. Powers of the general shareholders’ Meeting
Persons who were shareholders of the Company at the close of the accounting day of the General Shareholders Meeting or at
a repeat General Shareholders Meeting (the 5th working day before the General Shareholders’ Meeting) shall have the right to
attend and vote at the General Shareholders’ Meeting in person, unless otherwise provided for by laws, or may authorize other
persons to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The
shareholder’s right to attend the General Shareholders’ Meeting shall also cover the right to speak and enquire.
The general meeting of Shareholders can take decisions and shall be deemed quorate irrespective of the number of votes carried
by Shares held by the Shareholders present thereat. An Annual General Shareholders’ Meeting must be held every year at least
taken by a 3/4 majority of votes carried by Shares of the Shareholders present in the meeting, except for the decisions indicated
below, which shall be taken by a 2/3 majority of votes carried by Shares of the Shareholders present in the meeting, i.e. decisions:
•
•
•
on extension of the Term of Activities of the Company and making related amendments to the Articles of Association.
The below-indicated decisions of the general meeting of Shareholders of the Company can be taken only after taking into account
the recommendations given by the Management Company and with regard to consequences of a relevant decision indicated by
the Management Company, i.e. decisions regarding:
•
amending the Articles of Association of the Company;
•
•
formation, use, reduction and cancellation of reserves;
•
increase or reduction of the authorized capital;
•
Company’s policy for transactions with associated parties;
•
•
merger of the Company with other collective investment undertakings;
•
approval of the agreement with the Depository, appointment of the person authorized to sign the approved agreement with the
Depository on behalf of the Company, change of the Depository;
•
liquidation of the Company or extension of the Term of Activities of the Company;
•
restructuring of the Company.
The Management Company must present its recommendations on draft decisions on issues indicated in Articles of Association
hereof together with the announced draft decisions proposed by the Management Company. In case draft decisions are proposed
after presentation of such a draft decision to the Company, prepare a relevant recommendation and announce it in the manner in
which draft decisions are announced. In any case recommendations of the Management Company regarding all draft decisions on
relevant issues of the agenda must be announced no later than 3 (three) Business Days until the date of the general meeting of
Shareholders.
In case the general meeting of Shareholders takes a decision not following the recommendations given by the Management
Company, the Management Company shall not be responsible if such decisions violate requirements for management of the
Company or there are other negative consequences.
12.1.2. Convocation of the general shareholders’ Meeting of INVL Technology
The right to initiate convocation of the meeting is vested in the Management Company and Shareholders, owning at least 1/10 of
all the votes in the General Shareholder Meeting.
The convocation of a General Shareholders’ Meeting is organised by the Management Company.
The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to
the General Ordinary Shareholders Meeting and other information related to the realization of shareholders’ rights are published
on the Company’s website www.invltechnology.lt section For investors, and also by prior agreement available at the premises of
the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for
information +370 5 279 0601.
The shareholders are entitled:
•
to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item
of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders
who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the
proposal by registered mail to the Company at Gyneju Str. 14, Vilnius, Lithuania, or delivered in person to the representative
of the Company on business hours or by sending proposal to the Company by email info@invltechnology.lt. The agenda is
supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting. In case the agenda
of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on
convening of the Meeting;
•
to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting
at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the
ANNUAL REPORT FOR 2023
75
Company at Gyneju Str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours
or by sending proposal to the Company by email info@invltechnology.lt) or in writing during the General Shareholders Meeting
(this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
•
to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no
later than 3 business days prior to the General Shareholders Meeting in writing sending the proposal by registered mail to
the Company at Gyneju Str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business
hours or by sending proposal to the Company by email info@invltechnology.lt. All answers related to the agenda of the General
Shareholders Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General
Shareholders Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders Meeting. The
Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder’s behalf at the
Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person’s
later than before the commencement of registration for the Meeting. The Company does not establish special form of the power
state must be translated into Lithuanian and legalized in the manner established by law. The persons with whom shareholders
concluded the agreements on the disposal of voting right, also have the right to attend and vote at the Meeting.
Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate
and to vote on its behalf at the Meeting. No notarization of such authorization is required. The power of attorney issued through
the Company on the power of attorney issued through the means of electronic communication by email info@invltechnology.lt
could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder’s
which it would be possible to download software to verify an electronic signature of the shareholder free of charge.
presented at the Company’s webpage www.invltechnology.com section For Investors. If shareholder requests, the Company shall
send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature
Gyneju Str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the
of General Shareholders Meeting, draft resolutions as well as general voting bulletins and resolutions adopted in the Meetings on
the company‘s website section For Investors (Shareholders’ Meetings).
There were 3 (three) General Shareholders Meetings of INVL Technology, UTIB during 2023:
•
6 February 2023 The resolutions of the Extra-Ordinary General Shareholders’ Meeting of INVL Technology have been published.
The shareholders of the Company were introduced with the recommendation of the Company’s Management company on the
amendment of the terms of the share option, the approval of the terms of the share option, the new wording of the Articles
of Association and the provisions of depository services. The shareholders have approved the amendment of the terms of the
share option, and new terms of the share option. Also the shareholders have decided to eliminate the Company’s collegial body
with a supervisory function – the Supervisory Board, to envisage in the Company’s Articles of Association that the Management
Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association to
replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections
of the Articles of Association), as well as to repeal the Supervisory board remuneration policy. Shareholders also approved
2023. This Shareholders Meeting also revoked the resolutions of Company’s Shareholders Meeting of 29 April 21 by which
it was decided: (a) to change the Company’s provider of depository services from AB SEB Bankas (company registration
Company’s depository services agreement with AB SEB Bankas (company registration number 112021238); (c) to enter into a
The Shareholders have decided that the Depository Services Agreement No. 2016-05 (with all amendments and additions)
•
28 April 2023 The resolution of the Ordinary General Meeting of Shareholders of INVL Technology have been published.
The shareholders of the Company were introduced with the annual report for 2022 and an independent auditor’s report on
shareholders approved the remuneration report, as a part of the annual report of the Company for the year 2022, the stand-
were introduced to the Company’s Management Company’s statement on the share purchase price, determine the rules of
purchasing of own shares of the Company, approved teh new wording of INVL Technology Policy on Transactions with Related
ANNUAL REPORT FOR 2023
76
Parties and new wording of the Regulations of the Audit Committee. During the meeting the shareholdes were introduced to
activity report of teh Company’s audit committee.
•
6 June 2023 At the Extra-Ordinary General Shareholders’ Meeting, the shareholders approved the terms of stock options for
the employees of the Company’s subsidiaries.
12.2. The Management Company, Invetment Committee and Supervisory board
No management bodies shall be formed in the Company.
The management of the Company has been transferred to the Management Company, therefore, following the Law of the Republic
of Lithuania on Collective Investment Undertakings, and the rights and duties of the Board and the head of the Company, as set
in the Law of the Republic of Lithuania on Companies, have been transferred to the Management Company.
The Management Company is responsible for convocation and organisation of the General Shareholders Meeting of the Company,
giving notices about publically not disclosed information under the procedure set by legal acts, organisation of activities of the
Company, proper management of information about activities of the Company and performance of other functions assigned to
the Management Company.
The Management Company shall have the right:
•
to perform all actions of management bodies of the Company and other actions assigned to the competence of the Management
•
•
to conduct and perform transactions in connection with management of the assets of the Company at the expense and in the
interests of the Company;
•
to make deductions from assets of the Company provided for in these Articles of Association;
•
subject to approval of the general meeting of shareholders, to instruct a company, having the right to provide relevant
services, to perform some of its management functions;
•
other rights established in these Articles of Association and legal acts of the Republic of Lithuania.
The Management Company must:
•
act in a fair, correct and professional manner on the terms best for the Company and its Shareholders and in their interests
and ensure integrity of the market;
•
act carefully, professionally and prudently;
•
have and use means and procedures necessary for its activities;
•
have reliable administration and accounting procedures, electronic data processing control and security measures and a proper
•
ensure that documents of and information about taken investment decisions, conducted transactions would be kept for at least
10 years after the date of taking an investment decision, conduction of a transaction or performance of an operation, unless
legal acts set a longer term of keeping documents;
•
interest, the Management Company must ensure that Shareholders are treated fairly;
•
•
ensure that assets of the Company would be invested according to the investment strategy set in these Articles of Association
and requirements set in legal acts of the Republic of Lithuania;
•
prepare the prospectus, the document of main information for investors, annual and semi-annual reports under the procedure
set by legal acts;
•
perform other duties set in these Articles of Association and legal acts of the Republic of Lithuania.
The Company’s management agreement with the Management Company must be approved by the general meeting of shareholders.
The Management Company can be replaced by a reasoned decision of the general meeting of shareholders of the Company in
cases when:
•
the Management Company is liquidated;
•
the Management Company undergoes restructuring;
•
bankruptcy proceedings are initiated against the Management Company;
•
the Supervisory Authority takes a decision to restrict or cancel the rights provided for in the license of the Management
Company related to management of investment companies;
•
the Management Company commits a material breach of the respective management agreement, these Articles of Association
or legal acts.
•
in other circumstances in compliance with applicable legislation.
The Management Company shall be replaced after receipt of a prior permission of the Supervisory Authority.
The management company, ensuring the management of INVL Technology, has CEO, board and the Investment Committee
formed by its decision. The Investment Committee of the Management company is the collegial investment and management
decision-making body responsible for adopting decisions regarding the management of the Managed company’s assets and
ANNUAL REPORT FOR 2023
77
representing and protecting the Managed Company’s interests. The procedure of formation, responsibilities, functions of the
Investment Committee, decision-making procedure and other procedures of the Investment Committee is set in the Regulations
of the Investment Committee.
Committee were held.
From 2021, the Company had a collegial supervisory body – the Supervisory Board. The Supervisory Board is the collegial
body supervising the Compnay’s activities. The members of the Supervisory Board shall be elected by the General Meeting of
Shareholders for a term of 4 years. The Supervisory Board shall elect the Chairperson of the Supervisory Board from among
its members. The competence of the Supervisory Board is determined by laws. The responsibilities, functions, decision making
practices, and procedures of the Supervisory Board shall be laid down in the Rules of Procedure adopted by the Supervisory
Board.
The Supervisory Board operating during the reporting period consisted of 3 members – Gintaras Rutkauskas (The Chaiman),
Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading
on a regulated market, at the Extraordinary general meeting of shareholders held on 6 February 2023 shareholders have decided
to eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s
Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new
version of the Articles of Association replacing the full text of the Articles of Association (without additionally approving the
amendments to the individual sections of the Articles of Association). The new version of the Articles of Association was registered
on 20th February 2023.
During the reporting there were no meetings of the Supervisory Board of the Company.
ANNUAL REPORT FOR 2023
78
13. Information about members of the Board of the Management Company, general manager, members
of the Investment Committee and member of the Supervisory Board of the Company
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when
the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties
of the Board and the head of the Company transferred to the Management Company. The Company has a collegial supervisory
body – the Supervisory Board that was eliminated by the decision of the Extraordinary general meeting held on 6 February 2023.
The Company’s management bodies are not formed.
December, 2023).
period the Board of the Management company remained unchanged.
Vytautas Plunksnis.
Darius
Šulnis
Chairman of the Board of the
Management company
Main workplace – Invalda INVL,
14, Vilnius) - CEO
2023–2027
Duke University (USA). Business Administration. Global Executive MBA.
Vilnius University. Faculty of Economics. Master in Accounting and Audit.
Financial broker’s license (general) No. A109.
Work experience
2015–October 2017 General manager of INVL Asset Management UAB
Since May 2013 Invalda INVL AB – CEO
2011–2013 Invalda, AB – advisor
2006–2011 Invalda AB – president
2002–2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – director
1994–2002 FBC Finasta, AB – director
Owned number of shares in INVL Technology
-
Participation in other companies
•
•
Supervisory Board
•
•
fund INVL Baltic Sea Growth Fund – Investment Committee Member, managing
partner
•
FERN Group, UAB (code 306110392, Granito Str. 3-101, Vilnius) – Member of the
Supervisory Board
ANNUAL REPORT FOR 2023
79
Nerijus
Member of the Board, Member of
the Investment Committee
Main workplace – INVL Asset
Management, UAB (code
Vilnius) – Private Equity Partner
2023–2027
Vytautas Magnus University, Bachelor‘s degree in Business management and Master’s
Work experience
From August 2018 – Private Equity Partner of INVL Asset Management UAB
Since 2014 works at Invalda INVL AB group
Since 2015 till August 2018 Head of Finance unit of INVL Asset Management UAB.
2007–2011 CFO in Sanitas Group
2001–2007 Sampo Bank. Head of Accounting and Reporting unit, later – CFO of the
bank
Owned number of shares in INVL Technology
4,472
Participation in other companies
•
•
of the Board
•
fund INVL Baltic Sea Growth Fund – Investment Committee Member, partner
•
MBL A/S (CVR-no 12825242) – Member of the Board
•
MBL Poland Sp. z.o.o. (ul. Sulejowskiej 45d, 97-300 Piotrków Trybunalski, Polska,
KRS 0000065219) – Member of the Supervisory Board
•
•
Sugrasta, UAB (code 305287386, Pranapolio Str. 11, Vilnius) – Director
•
BSGF Salt Invest, closed-end investment company for informed investors (code
•
•
Board
•
•
Pranapolio str. 11, Vilnius) – Chairmen of the Association
ANNUAL REPORT FOR 2023
80
Vytautas
Plunksnis
Member of the Board, Member of
the Investment Committee
Main workplace – INVL Asset
Management, UAB
Vilnius) – Head of Private Equity
2023–2027
Graduated the studies in economics at Kaunas University of Technology in 2001,
gained Bachelor‘s degree in Management. Financial broker‘s licence (General) No.
G091.
Work experience
Since 2016 – INVL Asset Management, UAB, Head of Private Equity Funds
2009–2015 Fund Manager at Invalda INVL, AB
2006–2009 Finasta Asset Management, UAB – analyst, fund manager, strategic
analyst
2004 ELTA redactor (business news)
2002–2004 Baltic News Service business journalist
Owned number of shares in INVL Technology
5,259
Participation in other companies
•
fund INVL Baltic Sea Growth Fund – Investment Committee Member
•
of the Supervisory Board
•
•
Ecoservice, UAB (code 123044722, Dunojaus Str. 29, Vilnius) – Chairman of the
Board
•
Board
•
Homecourt Sp. z o.o., (code 0001039212, UL. Grzybowska 2 / 29, 00-131 Warszawa,
Poland) – Member of the Management Board
•
Poland) – Member of the Supervisory Board
•
Norway Registers Development AS (code NO 985 221 405 MVA, Lokketangen 20 B,
1337 Sandvika, Norway) – Member of the Board
•
Board
•
•
Board
•
NRD Companies AS (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika,
Norway) – Member of the Board
•
9/1, Chisinau, Moldova) – Chairman of the Supervisory Board
•
Investuotoju Asociacija (code 302351517, Konstitucijos ave. 23, Vilnius) – Chairman
of the Board
ANNUAL REPORT FOR 2023
81
Laura
CEO of the Management company
until 30 November 2023
Main workplace – INVL Asset
Management UAB
Vilnius) – General manager
Vilnius Gediminas Technical University, Master‘s degree in Management and Business
Administration
Work experience
2016–2017 Danske Bank A/S Lithuanian branch – Operational manager, Head of
Global Function
2012–2016 Baltpool UAB – general manager, member of the Board
2010–2012 Finasta bank AB – Director of the Capital market department
investiciju valdymas (currently INVL Asset Management)
Owned number of shares in INVL Technology
-
Paulius
CEO of the Management company
from 1 December 2023
Main workplace –
INVL Asset Management, UAB
Vilnius) – General manager
Vilnius Univeristy, Faculty of Economics, Masters degree in Banking (Economist qu-
Work experience
2023 m. UAB „INVL Asset Management“ – Head of Asset Management
department in the Baltic States
instrumets sales department, Head of the capital market department in the Baltic
States
2004–2005 FMI Finasta, AB – Finance broker
Owned number of shares in INVL Technology
-
Participation in other companies
•
Member of the Board
•
IPAS INVL Asset Management (code 40003605043, Elizabetes St. 10B-1, Ryga,
Latvija) – Member of the Supervisory Board
•
ANNUAL REPORT FOR 2023
82
Kazimieras
Chairman of the Investment Com-
mittee
Main workplace – INVL Asset
Management, UAB
14, Vilnius) – INVL Technology
Managing Partner
Vilnius University, master’s degree in economics and mathematics with a specializati-
on in systemic economic analysis.
Owned number of shares in INVL Technology
675,452
Participation in other companies
•
Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337
Sandvika, Norway) – Chairman of the Board
•
•
NRD Companies AS UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337
Sandvika, Norway) – Chairman of the Board
•
Zissor AS (code 986845550; Bragernes Torg 6, 3017 Drammen, Norway) –
Supervisory board member
•
Novian Pro, UAB (code 300064148, Baltupio St. 14, Vilnius) – Chairman of the
Board
•
the Board
Vida
Member of the Investment
Committee
Main workplace – INVL Asset
Management, UAB
Vilnius) – INVL Technology Partner
Kaunas University of Technology, bachelor’s degree in business administration (1998).
Baltic Management Institute (BMI), International Executive Master of Business Admi-
nistration (MBA) (2019).
Owned number of shares in INVL Technology
185,429
Participation in other companies
•
Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337
Sandvika, Norway) – member of the Board
•
Board
•
•
•
NRD Companies AS, UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337
Sandvika, Norway) – member of the Board
•
ANNUAL REPORT FOR 2023
83
Gintaras
Rutkauskas
Chairman of the Supervisory
Board until 20 February 2023
From 2021 until 20 February 2023
2005 Baltic Management Institute (BMI), International Executive Master of Business
Administration (MBA)
2001 m. Financial broker‘s licence Nr. S031 (consultant)
1988–1993 m. Kaunas University of Technology, Radio Electronics Engineer
Work experience
-
ons representing their interests in the Baltic, Eastern European, and Middle Eastern
markets:
Since 2005 Lietuvos Draudimas’s Investment Director
2001–2005 Head of Financial Instruments Sales Department Nordea bank
1998–2001 m. Treasury Manager at Societe Generale bank, Vilnius
Audrius
Member of the Supervisory Board
until 20 February 2023
From 2021 until 20 February 2023
2010 Mykolas Romeris university, Master of Laws
2008 Mykolas Romeris university, Bachelor of Laws
Work experience
Since 2022 INVL Asset Management – Head of Legal of the Group
Since 2022 INVL Asset Management, UAB – Products Manager
Since 2022 INVL Life, UADB – Products Manager
Since 2022 INVL Asset Management, UAB – Chairman of the Investment Committee
2021–2022 Alternative Investment Selection Team Leader at INVL Asset Manage-
ment, UAB
Since 2018 member of the Board at investment manager Mundus, UAB
2016–2022 Head of Legal and Product Management team in Private Equity unit at
INVL Asset Management, UAB
2010–2012 lawyer bankas Finasta, AB
2007–2010 lawyer at SEB bankas, AB
ANNUAL REPORT FOR 2023
84
Member of the Supervisory Board
until 20 February 2023
From 2021 until 20 February 2023
Vilnius Gedimino Technical University. Faculty of Architecture. Master in Architecture
Work experience
Since 2018 INVL Baltic Farmland, AB - Member of the Board
Since 2012 Invalda INVL, AB – Member of the Board, advisor
2013–2019 Invalda Privatus Kapitalas, AB – Advisor
2002–2019 Inreal Valdymas, UAB – Architect
2000–2002 Gildeta, UAB – Architect
14. Information about the Audit Committee of the company
The Audit Committee consists of 2 (two) independent members. The members of the audit committee are elected and dismissed
by the general meeting of shareholders at the request of the Management Company of the Company. The Audit Committee is
The main functions of the Audit Committee are the following:
•
provide recommendations to the general meeting of shareholders with selection, appointment, reappointment and removal of
an external audit company of the Company as well as the terms and conditions of engagement with the audit company.
•
monitor the process of external audit of the Company.
•
monitor how the external auditor and audit company follow the principles of independence and objectivity.
•
to provide opinion regarding the transactions with Company related party, according to the clause 37(2), parts 1 and 5 of
the Law on Companies, provide evaluation regarding transactions, indicated in clause 37 (2), parts 11 and 12 of the Law
on Companies, and perform other duties, if any, according to the procedures and conditions, approved by the Management
Company of the Company, which shall be prepared by the Management Company, according to the clause 37(2), part 11 of the
Law on Companies;
•
of it.
•
the management of the Company. Once a year review the need of the dedicated internal audit function for the Company within
the Management company.
•
monitor if the Management company gives due consideration to the recommendations or comments provided by the audit
company regarding management of the Company.
The Audit Committee reports its activities to the Company’s ordinary General Shareholders Meeting by submitting a written
Any member of the Audit Committee should have the right to resign upon submitting 14 (fourteen) days written notice to the
Management company. When the Management company receives the notice of resignation of a member of the Audit Committee and
considers all circumstances related to the resignation, it may decide - either to convene an Extraordinary General Shareholders
Meeting to elect new member of the Audit Committee, or to postpone the question on the election of the new member of the
Audit Committee till the next General Shareholders Meeting of the Company. The new member is elected till the end of term of
14.1. Procedure of work of the Audit Committee
The Audit Committee informs about its activities to the Company’s ordinary General Shareholders Meeting by submitting a written
report. The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and
its meeting should be considered valid when both members of the Committee participate in it. The decision should be passed
when both members of the Audit Committee vote for it. The member of the Audit Committee may express his will – for or against
the decision in question, with the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be
considered equal to voting by telecommunication end devices, provided text protection is ensured and it is possible to identify
the signature.
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85
The right of initiative of convoking the meetings of the Audit Committee is held by both members of the Audit Committee.
The other member of the Audit Committee should be informed about the convoked meeting, questions that will be discussed
there and the suggested drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail or fax). The
meetings of the Audit Committee should not be formed as a written protocol, if the taken decisions are signed by both members
of the Committee. When both Audit Committee members vote in writing, the decision should be written down and signed by the
secretary of the Audit Committee who should be appointed by the Management company. The decision should be written down
and signed within 7 (seven) days from the day of the meeting of the Audit Committee. The Audit Committee should have the right
accounting and treasury issues of the managed Company as well as external auditors of the Company to its meetings.
Members of the Audit Committee may receive remuneration for their work in the committee. The remuneration for the Audit
14.2. Structure of the Audit Committee
Moore Stephens Vilnius, UAB and Tomas Bubinas, director of Biotechpharma, UAB were elected for the Audit Committee of the
certifying their independence.
Tomas
Bubinas
Independent member of the Audit
2021 – 2025
2004–2005 Baltic Management Institute (BMI), Executive MBA
1997 Lithuanian Sworn Registered Auditor
1988–1993 Vilnius University, Msc. in Economics
Work experience
From 2022 – Individual consulting activity
2010–2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA)
2004–2010 CFO for Baltic countries, Teva Pharmaceuticals
2001–2004 m. CFO, Sicor Biotech
1999–2001 Senior Manager, PricewaterhouseCoopers
1994–1999 Senior Auditor, Manager, Coopers & Lybrand.
Owned number of shares in INVL Technology
-
ANNUAL REPORT FOR 2023
86
Independent member of the Audit
2023–2027
1995–1996 Vilnius Gediminas Technical University, Master of Business Administration.
1976–1981 Vilnius University, Master of Economics.
The International Coach Union (ICU), professional coucher name, license No. E-51.
Lithuanian Ministry of Finance, the auditor’s name, license No. 000345
Work experience
Since 1997 the Partner at Moore Stephens Vilnius, UAB (previous name Verslo auditas)
1996–1997 Audit Manager, Deloitte & Touche
1995–1996 Lecturer, Vilnius Gediminas Technical University
1982–1983 Lecturer, Vilnius University
Owned number of shares in INVL Technology
-
15. Information on the Issuer’s payable management fee, the amount calculated by the Issuer, other
assets transferred and guarantees granted to the Company’s bodies and company providing accounting
services
Since 14 July 2016 the management of INVL Technology was assumed by INVL Asset Management. The management fee will
be payable to the management company. The management fee during investment period for a full quarter was 0.625 percent
while after its end it shall be 0.5 percent of the weighted average capitalization of the Company. In addition, a Success fee may
be paid to the management company in accordance with the Articles of Association. During the reporting period EUR 481 thous.
management fee and a Success fee of EUR 4,906 thous was calculated for the management company.
The members of the Board of the Management Company and the members of the Investment Committee do not receive
remuneration for these duties. They are paid the salary according to the employment contract with the Management Company.
According to Article 23 (3) of the Law on Financial Statements of Enterprises of the Republic of Lithuania, the Company must
publish the Remuneration Report from the year 2021. As the Company does not have any employees, in the appendix no.
5 the Company discloses the remuneration of the General Manager of the Management Company, members of Board of the
Management Company and members of the UTIB Investment Committee appointed by the Management Company (hereinafter -
the Management). The remunerations of the General manager and Board members of the Management Company are calculated
on the basis of the proportion of the Management Company‘s management income (including management and success fee
revenues) received from the Company within the total income of the Management Company. The remunerations of the members
of the Investment Committee of the Company are calculated in accordance with the part of the time actually allocated to the
Company’s management (for more details see Appendix 5 to the Annual Report).
According to the decision of the General Meeting of the Shareholders of the Company held on 29 April 2021 it was set the hourly
remuneration of the elected independent member of the Supervisory Board at EUR 145 per hour. The other Members of the
Supervisory Board do not receive remuneration for these duties.
During the reporting period Company’s management bodies did not receive dividends or bonuses from the company. There were
no assets transferred, no guarantees granted, no bonuses have been paid and no special payouts made by the Company to
In 2023, the company paid no remuneration to the Management Company for accounting services, these services are included in
the management fee.
During 2023, the total remuneration for the members of the Audit Committee of the Company amounted to EUR 1,204.
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87
V. OTHER INFORMATION
16. References to and additional explanations of the data presented in the annual financial statements
17. Membership in associations
INVL Asset Management UAB, the management company of INVL Technology, is a part of Invalda INVL, one of the leading asset
management groups in the Baltics.
Invalda INVL together with INVL Asset Management in Lithuania and Latvia is a European private equity and venture capital
sector companies and investors organization uniting Invest Europe full member.
Invalda INVL is a part of Lithuanian Private Equity and Venture Capital Association, which brings together private equity and
venture capital market participants in Lithuania. Also in the end of 2017 Invalda INVL joined the Lithuanian Investors’ Association.
Invalda INVL, together with INVL Asset Management in Lithuania and Latvia, joined the United Nations supported Principles for
Responsible (PRI) Investment. PRI aims to assess the impact of investments on environmental, social and management factors.
18. Agreements with intermediaries on public trading in securities
management of securities accounting and the agreement on dividends payment.
The company has the agreement with SEB bankas AB (Gedimino av. 12, Vilnius, Lithuania, tel. +370 5 268 2800) regarding
depository services. This agreement came into force 14 July 2016.
19. Information on Issuer’s branches and representative offices
20. Information about agreements of the Company and its managing bodies, members of the formed
committees, or the employees’ agreements providing for compensation in case of the resignation or in
case they are dismissed without a due reason or their employment is terminated in view of the change
There are no agreements of the Members of the Supervisory Board, the Company and the Members of the Board, Members of the
Investment Committee or the employees’ agreements providing for compensation in case of the resignation or in case they are
dismissed without a due reason, or their employment is terminated in view of the change of the control of the company.
21. Description of principle advantages, risks and uncertainties
The document provides information on risk factors related to INVL Technology activities and securities.
Information provided in this document shall not be considered complete and covering all the aspects of the risk factors associated
with the activity and securities of INVL Technology.
Risk related to the change of the legal status of the Company
On obtaining the License issued by the Bank of Lithuania on 14 July 2016, the Company’s operations became subject not only
to the Law on Companies, the Law on Securities and other related legal acts as it was prior to obtaining the License, but also
protection of the interest of the Company’s shareholders and certain operating restrictions, e.g. the Company is may invest the
funds it manages in keeping with the requirements of the Company’s investment strategy and certain limitations in applicable
Company’s operating expenses might increase due to requirements that it periodically asset the value of assets, safeguard its
assets at a Depository and so on. It should also be noted that investments in the shares of the Company (with the License) involve
higher-than-average long-term risk. The Company cannot guarantee that shareholders will recover money that is invested.
Note also that redemption of the Company’s shares is restricted, i.e., shareholders cannot demand that the Company or the
Management Company redeem their shares. But shareholders are able to sell the shares of the Company on the secondary
market.
Risk of changes in the market of technologies
The business of information technologies and the market related to information technologies change particularly quickly. Therefore,
there is a risk that due to unforeseen changes in the market the value of investments of the Company or the investment return
from investment objects of the Company can decrease, the development of companies acquired by the Company will take longer
formation of adequate personnel policy by ensuring that the Company’s investments would change subject to technology change.
ANNUAL REPORT FOR 2023
88
the Company’s investments will decrease by reason of the drop of the general price level. Managing this risk, it will be sought
circle of investors.
Risk factors characteristic of Company and its portfolio companies
General risk
Investments into the Company should be made for a long term in order that the shareholder could avoid the risk of short-term
the Management Company, which took over its management, would redeem the Shares. But a shareholder of the Company has a
possibility to sell Shares of the Company in the secondary market.
Risk of transactions with related parties
There are quite a few transactions with related parties among the Company and its Portfolio companies. Following applicable
taxation legislation, transactions with related parties must be conducted at arm’s length (i.e. independent and on an equal
standard, a theoretical taxation risk remains here, i.e. the risk that applicable taxes will be calculated according to prices
applicable at arm’s length in case it was determined that certain transactions were conducted disregarding this principle, also the
most recent practice in the application of the tax legal acts reasonably articulated by the tax administrator; however, it cannot be
considered that this risk has been eliminated.
Success of former, current and future investment projects
The Company carried out investment projects of large scope in the past and can carry them out in the future. Though the
Management Company and its employees, as well as the employees of companies managed by the Company (directly or indirectly),
when forecasting investments, rely on all the information and analytical resources they have, there is no guarantee that all the
information, which was relied on when planning investments, was full and correct. Besides, there is no guarantee that investment
plans and investments will earn the expected or planned return or that the investment will not cost more than planned. If the
investment projects which are being carried out or planned investment projects turn out to be worse than expected, if the return
projects related to increase of the Portfolio companies’ capacities, introduction of new products and/or technologies will meet the
needs of the Portfolio companies’ customers.
Though the Company is not dependent on any one major customer or their group, still loss of one or several of them and inability
Interest rate risk
rates and it will be more expensive to service loans in connection with the Company’s investments, therefore, the value of the
Company’s investments can decrease. To manage this risk, the Management Company will seek to consider potential unfavourable
Currency risk
The Operational Companies enter into a large portion of non-EUR denominated agreements in foreign markets, whereas some of
where payments are also made in non-EUR currencies. Besides, having in mind that the Operational Companies operates in many
in rates of other currencies. The Management Company will manage this risk by seeking that before the conclusion of non-EUR
denominated transactions, the exchange rates of the respective currencies against the Euro would be examined and they would
be constantly monitored.
Credit risk
managed by it. In case of late performance of a large part of obligations, the ordinary business of the Company and/or companies
measures when evaluating the counterparties in transactions and their ability to properly perform the assumed obligations.
ANNUAL REPORT FOR 2023
89
Risk of liquidity of investments
region or a country, where the Operational Company is acting. Therefore, sale of the Company’s investments can take longer
than planned or their return may be less than planned. When investing into Operational Companies, securities issued by which
situation when sale of securities, due to absence of demand or other conditions in the market, can take longer than planned or not
based on such information.
Liquidity risk
old loans, therefore the value of the Company’s investments can decrease. In order to reduce this risk, the Management Company
or other parties. Acquiring Shares of the Company, the shareholders assume the risk of securities liquidity – in case of a drop in
Risk of investments by Operational companies
Operational Companies can control/acquire companies in countries other than those indicated in Article 18 of the Articles of
Association and that shall not be considered as performance of the Company’s activities beyond the limits of the countries
indicated in Article 18 of the Articles of Association. However, there is a risk that companies acquired/controlled by Operational
Therefore, there is a probability of facing a situation when, due to activities of companies managed by an Operational Company
the Net Asset Value of the Company.
political and administrative decisions concerning levels of public spending. In certain cases, due to applicable regulations, such
as European Union tender rules, certain terms of public sector contracts, such as pricing terms, contract period, use of business
private sector contracts do. Moreover, decisions to decrease public spending may result in the termination or downscaling of
prospects of the Portfolio Companies.
Contracts in the public sector are also subject to review and monitoring by authorities to ensure compliance with applicable laws
and regulations, including those prohibiting anti-competitive practices. The Management believes that it complies with these laws
and regulations. However, regulatory authorities may nevertheless deem a Portfolio Company to be in violation of such laws or
participation in tenders for public contracts. Any such event would have a material adverse impact on the business, results of
The Company could be subject to information technology theft or misuse, which could result in third party claims and harm its
The Company could face attempts by other persons to gain unauthorised access to the Company’s information technology
systems, which could threaten the security of the Company’s information and stability of its systems. These attempts could arise
from industrial or other espionage or actions by hackers that may harm the Company or its customers. The Company may be
not successful in detecting and preventing such theft and attacks. Theft, unauthorised access and use of trade secrets or other
Risk of insolvency of Operational companies
Operational Companies, in performance of their activities, can face insolvency problems (go bankrupt, undergo restructuring,
itself. The Management Company will seek to take measures in order to ensure that insolvency is localised and would not cause
a negative impact on the activities of the companies controlled by the Company.
Risk of insolvency of the Company
In such a case, shareholders of the Company can lose all their funds invested into the Company. The Management Company will
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90
Risk factors related to the Company’s shares
Past performance risk
The past performance of the Company and its investments is not a reliable indication of the future performance of the investments
held by the Company.
No guarantee of return
The shareholders and investors of the Company should be aware that the value of an investment in the Company is subject to
value of the Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and
the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company.
Market risk
Acquisition of Shares of the Company entails the risk to incur losses due to unfavourable changes in the Share price in the market.
brokers and analysts and announced independent analyses about the Company and its activities. If the analysts give an adverse
In assessing shares, non-professional investors are advised to address intermediaries of public trading or other specialists in this
All the Shares of the Company may be provided for sale without any restrictions (except for certain limited restrictions) and there
of the Shares will not decrease due to subsequent sales of the Shares held by the existing shareholders of the Company or a new
Share issue by the Company.
response to adverse developments that are unrelated to the Company’s operating performance
The Company cannot assure that the marketability of the Shares will improve or remain consistent. Shares listed on regulated
in response to developments that are unrelated to the operating performance of particular companies. The market price of the
things, actual or anticipated variations in operating results and earnings by the Company and the Portfolio Companies and/or their
the securities market, governmental legislation and regulations, as well as general economic and general market conditions, such
to the operating performance of the Company and/or the Portfolio Companies. The market price of the Shares is also subject to
the liquidity of trading in the Shares and capital reduction or purchases of Shares by the Company as well as investor perception.
Dividend payment risk
Liquidity of the Issuer’s shares is not guaranteed
It may be possible that in case an investor wants to urgently sell the Issuer’s securities (especially a large number of them),
be forced to sell shares at a lower price. Analogous consequences could appear after the exclusion of the Company’s Shares from
Company and, at the same time, their price may decrease.
There is a risk that there will be situations when interests of the Management Company (or persons related to it) and the Company
of the Management Company and other persons related to the Management Company and persons, directly or indirectly related to
the Management Company by relationship of control, must immediately, as soon as they become aware of such information, notify
ANNUAL REPORT FOR 2023
91
Following legal acts regulating organization of activities of collective investment undertakings, the Management Company has
The Prospectus includes some forward looking statements, that are based on estimate, opinion, expectations and forecasts
statements include information about possible or presumable results of the Company’s activities, investment strategy, contractual
Management Company and their employees do not undertake to adjust or modify the forward looking statements, except to the
extent required by laws and the Articles of Association.
Risk of valuation of the Company’s assets
The assets of the Company will be evaluated according to the main rules set in the Articles of Association, incorporated by
reference to this Prospectus and the accounting policy of the Management Company. Valuation of individual assets held by the
Company shall be performed by a property appraiser, however, such valuation of assets shall be only determining the value of the
assets, which does not automatically mean the exact sale price of an investment held by the Company, which depends on many
circumstances, for example, economic and other conditions, which cannot be controlled. Thus, the sale price of investments held
by the Company can be higher or lower than the value of assets determined by a property appraiser. To manage this risk, only
the property appraisers who can ensure the high quality of services will be selected.
Competition risk
The Company, investing into Operational Companies, competes with other investors, including, without limitation, with other
investment companies or private capital investment funds. Thus, there is a risk that competition with other investors will demand
that the Company would conduct transactions at less favourable conditions than it would be possible in other cases. When
managing this risk, the Management Company will seek to use the maximally broad network of business contacts in order to
Risk related to the duty to redeem shares of the Company
The applicable legal acts provide for the duty of the Company in certain circumstances to redeem its shares from the shareholders
investments. The respective measures are provided for the management of this risk in the Articles of Association.
Legal and taxation risk factors
Risk of changes in laws and regulations
There is a risk that upon changes in legal acts of the Republic of Lithuania or the states where assets of the Company are invested
Risk related to possible liability of the Company
acquired by the Company, which may result in the Company’s liability for such obligations and/or violations and for this reason
also noted that, the Company after the reorganization – the merger of Former parent company with the Company (previous
name – BAIP grupe AB), which continues its activities after the reorganization, took over all the assets, equity and liabilities of
the Former parent company. For any and all the obligations of the Former parent company after the reorganization, the Company
took responsibility.
Tax risk
Lithuanian tax legislation which was enacted or substantively enacted at the end of the reporting period may be subject to varying
interpretations. Consequently, tax positions taken by management and the formal documentation supporting the tax positions
may be successfully challenged by relevant authorities. Fiscal periods remain open to review by the authorities in respect of taxes
positions of the Company and of the Portfolio Companies are reassessed by management at the end of each reporting period.
Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional
taxes being levied if the positions were to be challenged by the tax authorities. The assessment is based on the interpretation
of tax laws that have been enacted or substantively enacted by the end of the reporting period, and any known court or other
rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognized based on management’s
best estimate of the expenditure required to settle the obligations at the end of the reporting period. There is also a risk that upon
changes in economic conditions, political situation in the country or due to any other reasons, new taxes on shareholders of the
ANNUAL REPORT FOR 2023
92
Company, the Company or the Operational Companies will appear or the rates of current taxes will increase, therefore the price,
liquidity and/or attractiveness of the Shares or the value of investments of the Company may decrease. Managing this risk, the
Management Company will seek to organise the Company’s activities by ensuring the optimal tax regime applicable to it.
Other risks
There is a risk that more than 30% of the Net Asset Value of the Company will be invested in transferable securities or Money
Market Instruments of one start-up company and/or transferable securities or Money Market Instruments issued by an existing
of the Supervisory Authority to approve the Company’s incorporation documents and select the Depositary. The management
of this risk shall be aimed at increasing the value of other Operating Companies in the Company’s portfolio in order to meet the
The global credit crisis may have an impact on higher borrowing costs and the availability of borrowed capital
increase as a result of the current economic situation.
Investments into the shares are related to higher-than-average long-term risk. The Company cannot guarantee that the
shareholders will recover the invested funds.
Sustainability risks factors and their impacts
Sustainability risk
Sustainability risk means an environmental, social or governance (ESG) event or condition that, if it occurs, could cause an actual
or a potential material negative impact on the value of the investment. The materialisation of this risk could have a negative
impact on the value of the Company’s net assets and the assets of the Company’s Shareholders. In order to mitigate this risk,
investment being analysed and applies its Policy on Responsible Investment and Integration of Sustainability Risks.
Waste risk
There is a risk that Operating Companies will not properly manage computer waste or other electronic waste. This waste contains
hazardous metals that, if not handled properly, can pose a risk to the environment and health. In order to avoid this risk, the
Company will encourage the Operating Companies to recycle computer waste and other electronic waste (if possible).
Geopolitical risk
of neighbouring countries, uprisings or wars), and as a result the value of the Company’s investments may decrease or the
Company’s investments may not be realised at the desired time. The routine monitoring of the geopolitical situation by the
Management Company should contribute to the management of this risk.
Management and human resources risk
The success of the Company’s investment will largely depend on the decisions made by the managers of the companies controlled
(directly or indirectly) by the Company, as well as the decisions made by the people responsible for the management of the
Company, and the experience and abilities of the said people. There is no guarantee that the same persons will manage the
companies controlled (directly or indirectly) by the Company, as well as the Management Company for the entire term of the
Company’ activities. The Management Company will seek to implement a promotion policy that ensures that key personnel
motivation to participate in the Company’s and its investment activities until the end of the term of the Company’s activities.
Risk of corruption
countries. There is a risk that due to corruption, the Company’s investments may be impaired. The potential impact of the risk,
the probability of its occurrence and, accordingly, the risk to the Company’s operations is medium.
22. The main indicators about internal control and risk management systems related to the preparation
of financial statements
Management company constantly reviews International Financial Reporting Standards (IFRS) in order to implement in time IFRS
ANNUAL REPORT FOR 2023
93
23. Description of principal investments made during the reporting period
There are no new investments during the reporting period. INVL Technology does not plan new investments, if there are any, INVL
Technology will seek to carry them out through already managed companies.
24. Information about significant agreements to which the issuer is a party, which would come into
force, be amended or cease to be valid if there was a change in issuer’s controlling shareholder, and
their effect, unless, the nature of the arrangements and their disclosure would cause serious harm to
the issuer
a change in Issuer‘s controlling shareholder.
25. Information about any control systems in the employee share plan that are not exercised directly by
employees
The Company has no employees, therefore, the application of the matter is not relevant.
26. Information on the related parties’ transaction
note of explanatory notes for
the year of 2023.
27. Information on harmful transactions in which the issuer is a party
There were no harmful transactions (those that are not in line with issuer‘s goals, not under usual market terms, harmful to the
between the managing bodies of the Management company, members of the Investment Committee, members of the Supervisory
Board controlling shareholders‘ or other related parties‘ obligations to the issuer and their private interests.
28. Company’s non-financial results. Information related to social responsibility, environment, including
climate action, employees, anti-corruption, and anti-bribery issues, including bribery of foreign officials
when concluding international business transactions
28.1. Responsible business actions in the Company
The management of the Company is transferred to the asset management company INVL Asset Management, which applies the
social status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having
children’s or membership of the political party or association.
INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017.
The PRI, founded in 2006, is a global network of over 1700 investors, aims to assess the investment implications of environmental,
long-term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities.Six
issues into investment practice – from investment analysis and decision-making to their incorporation into ownership policies
and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment
28.2. Employees
At the end of 2023, as well as in 2022 INVL Technology did not have any employees because of the changes of the legal status
of the Company. The management and all the functions earlier performed by the Company’s employees were transferred to the
Management Company.
28.3. Environmental protection and actions regarding climate change
INVL Technology’s portfolio companies contribute to the environmental protection by implementing climate monitoring and
weather forecasting solutions in certain countries. During the reporting period, the managed companies did not implement
and, if necessary, takes appropriate actions to manage risks related to climate issues. The Company is improving its processes
INVL Technology did not deliver major research and expansion projects in 2023.
ANNUAL REPORT FOR 2023
94
28.5. Implementation of international sanctions
Taking into account the increased geopolitical tension in the region and the European Union and its allies tightening and consolidating
new sanctions and restrictive measures against the Russian Federation, the Republic of Belarus and/or related entities due to
actions that harm the territorial integrity, sovereignty and independence of Ukraine, the Management Company and the Company
follow the relevant information on updates of implemented sanctions and restrictive measures and promptly ensures the proper
and timely implementation of sanctions and restrictive measures. The management of the Company has been transferred to the
management company “INVL Asset Management” UAB. The Management company has updated and approved requirements for
the procedures for the implementation of international sanctions and the persons responsible for them. Procedures related to the
implementation of international sanctions are regularly reviewed and updated.
In order to ensure the proper implementation of international sanctions of the European Union, the United Nations and/or
other organizations whose sanctions are implemented in the Republic of Lithuania, the Management company performs an
inspection before entering into a transaction or starting a business relationship (as well as periodically during the validity of such
transactions/relationships), which allows to determine whether these entities are not subject to United Nations, European Union
or national sanctions.
of international sanctions.
28.6. Fight against corruption and bribery
To reduce the risk of external and internal bribery, the Company applies internal procedures that ensure the transparency of
employees and partners, however it cannot assess the diversity of all possible situations.
The management of the company is transferred to the Management Company. In its activities, the latter has approved the Code of
Ethics, which establishes the general standards of ethical of the Management Company, which the employees of the Management
Company must comply with in their activities. This is a set of business conduct guidelines intended to develop employees’
moral competence, help them understand the organisation’s values, rationally organise their activities, create positive working
relationships, make the right and best decisions based on the principles of business ethics (including intolerable actions related
bribery).
As the management of the Company has been transferred to the Management Company, the number of employees of which does
not exceed 500 (the number of employees of the Management Company as of 31 December 2023 was 73), and the Company itself
services sector (“SFDR”) and Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of
report on how and to what extent the environmental and social features are ensured (Article 8 according to the SFDR) or
information on the environmental objectives to which it contributes and a description on investments in sustainable economic
activity (Article 9 according to the SFDR).
The Issuer does not promote environmental and/or social characteristics, nor it has sustainable investment as its objective and
discloses information under Article 6 of SFDR. The investments underlying the Issuer do not consider the European Union criteria
for environmentally sustainable economic activities.
When making investment decisions, the Company currently does not consider the principal adverse impacts of investment
are limited.
According to the SFDR, information related to the integration of sustainability requirements in the Company’s investment decisions
the Law on Collective Investment Undertakings of the Republic of Lithuania) of the Company.
29. Data on the publicly disclosed information
The information publicly disclosed of INVL Technology during 2023 is presented on the company’s website www.invltechnology.lt.
Also company publishes all publicly available information on the Nasdaq Vilnius website.
Summary of publicly disclosed information of 2023 is given below
Date of disclosure Brief description of disclosed information
13.01.2023
Convocation of the General Extraordinary Shareholders Meeting of INVL Technology and draft resolutions
on agenda issue
06.02.2023 Resolutions of the General Extraordinary Shareholders Meeting of INVL Technology
ANNUAL REPORT FOR 2023
95
07.02.2023 INVL Technology signed the amendment of the Depository Services Agreement
20.02.2023 The new wording of the Articles of Association of INVL Technology was registered
23.02.2023
News from INVL Technology managed companies: Notice on the terms of the reorganisation of Novian Sys-
tems UAB and ELSIS PRO UAB
28.02.2023 INVL Technology received permission to change the Articles of Association
10.03.2023 Regarding the approval of INVL Technology prospectus
13.03.2023 Correction: Regarding the approval of INVL Technology prospectus
06.04.2023 Audited results of INVL Technology of 2022
06.04.2023 Announcement of the net asset value of INVL Technology as of 31 December 2022
06.04.2023 Presentation of INVL Technology
06.04.2023
Convocation of the General Ordinary Shareholders Meeting of INVL Technology and draft resolutions on
agenda issue
11.04.2023 Information about shares issued by INVL Technology and votes granted
18.04.2023
News from INVL Technology managed companies: NRD Cyber Security‘s income grew by 13% giving an in-
19.04.2023
News on companies INVL Technology owns: Novian Technologies acquired Rwanda-based Norway Regis-
ters Development Rwanda Ltd. from NRD Companies
26.04.2023
28.04.2023 Resolutions of the General Ordinary Shareholders Meeting of INVL Technology
28.04.2023 INVL Technology Interim information for 3 months of 2023
28.04.2023 Announcement of the net asset value of INVL Technology as of 31 March 2023
09.05.2023 News from INVL Technology managed companies: NRD Companies Reports Revenue Increase In 2022
15.05.2023
Convocation of the General Extraordinary Shareholders Meeting of INVL Technology and draft resolutions
on agenda issue
05.06.2023 News from INVL Technology managed companies: Novian’s revenue grew 28% in 2022 to EUR 33 million
06.06.2023 Resolutions of the General Extraordinary Shareholders Meeting of INVL Technology
05.07.2023 News from INVL Technology managed companies: Novian revises the ownership structure of its businesses
28.08.2023 INVL Technology results for 6 months of 2023
28.08.2023 Announcement of the net asset value of INVL Technology as of 30 June 2023
28.08.2023 Presentation of INVL Technology
31.08.2023
of 2023
11.09.2023
13.09.2023
2023 to EUR 18.5 million
02.10.2023 Enlight Research on INVL Technology: Portfolio companies’ 6-month earnings exceeded expectations
27.10.2023 Information about shares issued by INVL Technology and votes granted
30.10.2023 Announcement of the net asset value of INVL Technology as of 30 September 2023
30.10.2023 INVL Technology results for 9 months of 2023
12.12.2023 INVL Technology investor’s calendar for 2024
ANNUAL REPORT FOR 2023
96
Date Person
Number of
securities
Security
price
Total Value of
transaction
Form of
transaction
Type of
transaction
Place of
transaction
Form of sett-
lement
- - - - - - - - -
Explanations:
AUTO – automated trade concluded on a regulated market.
XOFF – trade concluded outside the regulated market.
30. Information about the audit company
The company does not have approved audit company selection criteria. The Extraordinary General Shareholders’ Meeting of the
Company, held on 6 February 2023, has decided to conclude an agreement with UAB PricewaterhouseCoopers to carry out of the
under the Government of the Republic of Lithuania in April of 2023, calculated based on the harmonized index of consumer prices
(HICP) (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The Board of the
Management Company of INVL Technology reserves the right to increase the remuneration of the audit company by no more than
subject to VAT and does not have right to a deduction.
Audit company PricewaterhouseCoopers, UAB
J. Jasinskio St. 16B, LT-03163, Vilnius
Code 111473315
Telephone (8 5) 239 2300
E-mail vilnius@lt.pwc.com
Website www.pwc.com/lt
No internal audit is performed in the Company.
INVL Technology
ANNUAL REPORT FOR 2023
97
APPENDIX 1.
INFORMATION ABOUT INVL TECHNOLOGY PORTFOLIO COMPANIES, THEIR
CONTACT DETAILS
Company Registration information Type of activity Contact details
Norway Registers
Development AS
Code: NO-985 221 405 MVA
Address: Løkketangen 20 B, 1337
Sandvika, Norway
Legal form: private limited liability
company
Registered: 23-12-2002
Legal, consultancy and project
management knowledge center
Phone + 370 696 57105
E-mail info@nrd.no
www.nrdcompanies.com
Norway Registers
Development AS
Lithuanian branch
Code: 304897486
01109
Legal form: private limited liability
company
Registered: 22-08-2018
Legal, consultancy and project
management knowledge center
Phone + 370 696 57105
E-mail info@nrd.no
www.nrdcompanies.com
NRD Companies AS
Code: NO-921 985 290
Address: Løkketangen 20 B, 1337
Sandvika, Norway
Legal form: private limited liability
company
Registered: 18-01-2019
Phone +370 696 57105
E-mail info@nrd.no
www.nrdcompanies.com
NRD Systems UAB
Code: 111647812
01109
Legal form: private limited liability
company
Registered: 15-10-1998
Information system design and main-
tenance
Phone +370 696 57105
E-mail info@nrd.no
www.nrdcompanies.com
ETRONIKA UAB
Code: 125224135
Legal form: private limited liability
company
Registered: 30-03-2000
Development and implementation
of e-banking, smart retail, mobile
and e-government
Phone +370 696 57105
E-mail info@nrd.no
www.nrdcompanies.com
Norway Registers
Development East
Africa Ltd.
Code: 88597
Azikiwe Street/Jamhuri street, Dar
es Salaam, Tanzania
Legal form: private limited liability
company
Registered: 13-01-2012
The company has been suspended in
March 2020
Infobank Uganda Ltd.
Code: 193144
Registered: 03-12-2014
A specialized company providing
reliable information on business
entities in Uganda. Currently does not
perform any activities
Novian UAB
Code: 121998756
Legal form: private limited liability
company
Registered: 25-06-1993
Investment into information
technology companies.
Phone +370 5 2190 000
www.novian.io
Novian Technologies
UAB
Code: 301318539
Legal form: private limited liability
company
Registered: 03-12-2007
Design, maintenance and
development of critical
IT infrastructure; design,
implementation and maintenance of
high-performance computing clusters;
managed critical IT infrastructure
services; digital transformation
strategy consulting. Data center
architecture and redesign, operations
start-up, training and maintenance
Phone +370 5 2190 000
E-mail info.technologies@
novian.lt
Website www.novian.io
ANNUAL REPORT FOR 2023
98
Novian Eesti OÜ
Code: 14552803
Address: Pärnu mnt 186, 11314
Talinn, Estonia
Legal form: private limited liability
company
Registered: 27-08-2018
IT infrastructure maintenance,
digitization and hosting services
Phone +372 671 5188
E-mail info@novian.ee
www.novian.ee
Zissor AS
Code: 986 845 550
Address: Bragernes Torg 6, 3017
Drammen, Norway
Legal form: private limited liability
company
Registered: 04-05-2004
Media monitoring and digitization
services
Phone +47 228 38 500
E-mail post@zissor.com
www.zissor.com
Andmevara SRL
Code: 1013600014121
Buiucani, Chisinau, Moldova
Legal form: private limited liability
company
Registered: 17-04-2013
IT infrastructure maintenance,
digitization and hosting services
Phone +370 69887941
E-mail a.urmanaviciene@
novian.lt
Norway Registers
Development Rwanda
Ltd.
Code: 105378191
House, Plot No: 1381, KN 4 Ave,
Kiyovu, Nyarugenge District,
Kigali, Rwanda
Legal form: private limited liability
company
Registered: 22-02-2016
Regional sales, project management,
project support and maintenance
company for group projects in
Rwanda, Burundi and Democratic
Republic of the Congo.
E-mail info.technologies@
novian.lt
www.novian.io
Novian Systems UAB
Code: 125774645
Legal form: private limited liability
company
Registered: 15-10-2001
Development of information systems,
big data, process robotization
solutions. National scale projects,
projects for municipalities, business
analytics and process automation
solutions.
Phone +370 5 2734 181
E-mail
info.systems@novian.lt
www.novian.lt
Novian Pro UAB
Code: 300064148;
(for correspondence);
Legal form: private limited liability
company
Registered: 29-10-2004
Development of information systems
and software for the energy, aviation,
space, public administration and
defence sectors.
Phone +370 37 474011
E-mail: info.pro@novian.lt
www.novian.io
NRD CS UAB
Code: 303115085
Legal form: private limited liability
company
Registered: 06-08-2013
Internal CIRT establishment,
technologies. Digital forensics
laboratories, related
consultations.
Security Operations Center (SOC)
Phone +370 5 219 1919
E-mail info@nrdcs.lt
www.nrdcs.eu
NRD Bangladesh Ltd.
Code: C-135712/2017
Address: Eastern Commercial
Complex, Room No.1/11, (1st
Bangladesh
Legal form: private limited liability
company
Registered: 02-02-2017
A sales, project execution and
warranty service company
contributing to NRD CS operations in
the South Asia region.
Phone+88 017 131 22331
E-mail: bkb@nrd.no
www.nrdcs.com
FINtime UAB
Code: 304192355
Legal form: private limited liability
company
Registered: 29-02-2016
Financial and accounting services Phone +370 694 95141
ANNUAL REPORT FOR 2023
99
APPENDIX 2. CORPORATE GOVERNANCE REPORTING FORM
The closed-ended type investment company INVL Technology (hereinafter referred to as the “Company”), acting in compliance
with Article 22 (3) of the Law of the Republic of Lithuania on Securities and paragraph 24.5 of the Listing Rules of AB Nasdaq
Vilnius AB, hereby discloses how it complies with the Corporate Governance Code for the Companies listed on Nasdaq Vilnius as
provided, as indicated in the form.
1. Summary of the Corporate Governance Report
The management of INVL Technology was transferred to the management company INVL Asset Management on 14 July 2016
after the Central Bank of the Republic of Lithuania granted special closed-ended type private equity investment company INVL
Technology a license of closed-ended type investment company license. The Company has no employees. The CEO of the
Management Company’s CEO and the, the Board and the Investment Committee members are acting to ensure the management
of INVL Technology.
The Management Company is responsible for convocation convoking and organizing the general meeting of Shareholders of the
Company, giving notices about publicly not disclosed information under the procedure set established by law, organizing the
activities of the Company, properly managing information about the activities of the Company, and performing other functions
assigned to the it.
The rights and duties of the Board and the head of the Company are transferred to the Management Company, therefore, when
reading this Corporate Governance Code, and in particular Principles 3 and 4, the CEO of the Management Company, the Board
and the members of the Investment Committee should be treated regarded as the Board of the company.
2. Structured table for disclosure
applicable
Comment
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance
framework should protect the rights of shareholders.
1.1. All shareholders should be provided with
access to the information and/or documents
established in the legal acts on equal terms.
All shareholders should be furnished with equal
opportunity to participate in the decision-making
discussed.
Yes
The Company discloses all regulated information (including
notices on convening shareholders’ meetings) through
the news distribution platform of AB Nasdaq Vilnius. This
ensures that this information is available to the widest
possible audience in the Republic of Lithuania and other EU
countries. Information is provided simultaneously in both
Lithuanian and English. The Company publishes information
before or after the trading session of Nasdaq Vilnius AB.
The Company timely updates the information on its
website and complies with the requirements of Part 5 of
the Information Disclosure Guidelines “On the Publication of
Regulated and Other Information on the Issuer’s Website”
approved by the decision of the Supervisory Authority of the
Bank of Lithuania.
All shareholders have equal rights to participate in the
general meetings of shareholders of the Company.
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 shares constituting the authorized capital of the
Company grant equal rights to all shareholders of the
Company.
1.3. It is recommended that investors should
have access to the information concerning the
rights attached to the shares of the new issue or
those issued earlier in advance, i.e. before they
purchase shares.
Yes
The rights of the shareholders are described in the Articles
of Association of the Company, which are publicly announced
on the Company's website and in the section “Rights and
obligations granted by the Shares” of the Company's annual
report.
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.
No
Due to the nature of the Company's activities, the
Management Company is responsible for making the
Company's investment decisions (decisions regarding the
acquisition and sale of the Company's assets).
ANNUAL REPORT FOR 2023
100
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.
Yes
Shareholders are informed about convening of the
General Meetings of Shareholders in accordance with the
requirements of legislation and the Company’s articles of
methods and means of announcement. The opportunity to
participate in the Meeting is supplemented by the option of
voting by ballot or authorizing another person to represent
the shareholder. The General Meeting of Shareholders is
always held at the Company’s headquarters. In the notice
of the General Meeting of Shareholders being convened,
the Company does not restrict the right of shareholders
to submit new draft decisions either before or during the
meeting, and this is clearly stated in the notice of the
General Meeting of Shareholders being convened in both
Lithuanian and English.
1.6. With a view to ensure the right of shareholders
living abroad to access the information, it is
recommended, where possible, that documents
prepared for the general meeting of shareholders
in advance should be announced publicly not
only in Lithuanian language but also in English
and/or other foreign languages in advance. It is
recommended that the minutes of the general
meeting of shareholders after the signing thereof
and/or adopted decisions should be made available
publicly not only in Lithuanian language but also
in English and/or other foreign languages. It
is recommended that this information should
be placed on the website of the company. Such
documents may be published to the extent that
their public disclosure is not detrimental to the
company or the company’s commercial secrets are
not revealed.
Yes
All documents and information relevant to the Company's
general meetings of shareholders, including the notice of
the convened meeting, draft resolutions, draft resolutions
of the meeting are public and simultaneously published in
Lithuanian and English through the Nasdaq Vilnius regulated
notice distribution system and additionally published on the
Company's website in the Regulated Information sections.
and Shareholders' Meetings.
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
Shareholders of the Company may exercise their right
to vote in the General Meeting in person or through a
representative upon issuance of proper proxy or having
concluded an agreement on the transfer of their voting rights
in the manner compliant with the legal regulations, also the
shareholder may vote by completing the General Voting
Ballot in the manner provided by the Law on Companies.
1.8. With a view to increasing the shareholders’
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.
Yes
In accordance with the provisions of legal acts, the Company
must enable shareholders to participate in the General
Meeting of Shareholders and vote by means of electronic
communication, as well as submit a voting instruction when
it is required by shareholders whose shares hold at least
1/10 of all votes.
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 YES If these issues are on the agenda of the
general meeting of shareholders, all required
information on the proposed collegial body, audit
the general meeting of shareholders. Where it is
proposed to elect a new member of the collegial
body, it is recommended that the information
about his/her educational background, work
experience and other managerial positions held
(or proposed) should be provided.
Yes
If these issues are on the agenda of the general meeting
of shareholders, all required information on the proposed
decisions of the General Meeting of Shareholders.
ANNUAL REPORT FOR 2023
101
1.10. Members of the company’s collegial
management body, heads of the administration
3
or other competent persons related to the
company who can provide information related to
the agenda of the general meeting of shareholders
should take part in the general meeting of
shareholders. Proposed candidates to member
of the collegial body should also participate in
the general meeting of shareholders in case the
election of new members is included into the
agenda of the general meeting of shareholders.
Yes
Representatives of the Company’s Management Company
always attend the Company’s General Meetings of
shareholders, i.e. a member of the Board or a member of
the Investment Committee or a representative responsible
Principle 2: Supervisory board
Functions and liability of the supervisory board
The supervisory board of the company should ensure representation of the interests of the company and its shareholders, ac-
countability 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 en-
2.1.1. Members of the supervisory board should
act in good faith, with care and responsibility
company and its shareholders and represent
their interests, having regard to the interests of
employees and public welfare.
Yes/Not applicable
The Supervisory Board operating during the reporting period
shareholders.
Considering that a new version of the Republic of Lithuania
2022 and according to the provisions of section 1 of article
78 therein, the requirement to form a collegial body with
supervisory functions no longer applies to investment
Collective Investment Undertakings with the legal form of a
public limited liability company whose shares are admitted
to trading on a regulated market, on 6 of February 2023 the
General Meeting of Shareholders has decided to eliminate
the Company’s collegial body with a supervisory function –
the Supervisory Board, and to envisage in the Company’s
Articles of Association that the Management Company may
form an Advisory Committee of the Company, and has
approved a new version of the Articles of Association.
2.1.2. Where decisions of the supervisory board
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
Yes/Not applicable
The Supervisory Board operating during the reporting period
treats all shareholders fairly and impartially.
Considering that a new version of the Republic of Lithuania
2022 and according to the provisions of section 1 of article
78 therein, the requirement to form a collegial body with
supervisory functions no longer applies to investment
Collective Investment Undertakings with the legal form of a
public limited liability company whose shares are admitted
to trading on a regulated market, on 6 of February 2023 the
General Meeting of Shareholders has decided to eliminate
the Company’s collegial body with a supervisory function –
the Supervisory Board, and to envisage in the Company’s
Articles of Association that the Management Company may
form an Advisory Committee of the Company, and has
approved a new version of the Articles of Association.
³For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions
ANNUAL REPORT FOR 2023
102
2.1.3. The supervisory board should be impartial
company’s operations and strategy. Members
of the supervisory board should act and pass
persons who elected them.
Yes/Not applicable
The Supervisory Board, operating during the reporting
period, was independent in passing decisions.
Considering that a new version of the Republic of Lithuania
2022 and according to the provisions of section 1 of article
78 therein, the requirement to form a collegial body with
supervisory functions no longer applies to investment
Collective Investment Undertakings with the legal form of a
public limited liability company whose shares are admitted
to trading on a regulated market, on 6 of February 2023 the
General Meeting of Shareholders has decided to eliminate
the Company’s
collegial body with a supervisory function – the Supervisory
Board, and to envisage in the Company’s Articles of
Association that the Management Company may form an
Advisory Committee of the Company, and has approved a
new version of the Articles of Association.
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. Independent7
members of the supervisory board should: a)
maintain independence of their analysis and
decision-making; b) not seek or accept any
their independence.
Yes/Not applicable
The Supervisory Board members, operating during the
reporting period, were impartial in passing decisions and
clearly voice their will regarding the decisions passed.
Considering that a new version of the Republic of Lithuania
2022 and according to the provisions of section 1 of article
78 therein, the requirement to form a collegial body with
supervisory functions no longer applies to investment
Collective Investment Undertakings with the legal form of a
public limited liability company whose shares are admitted
to trading on a regulated market, on 6 of February 2023 the
General Meeting of Shareholders has decided to eliminate
the Company’s collegial body with a supervisory function –
the Supervisory Board, and to envisage in the Company’s
Articles of Association that the Management Company may
form an Advisory Committee of the Company, and has
approved a new version of the Articles of Association.
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 longterm interests of
the company and its shareholders, which may
give rise to reputational, legal or other risks.
Not applicable The Company is a non-taxable entity.
2.1.6. The company should ensure that the
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.
Yes/Not applicable
The supervisory board, operating during the reporting
period, was provided with all necessary information.
Considering that a new version of the Republic of Lithuania
2022 and according to the provisions of section 1 of article
78 therein, the requirement to form a collegial body with
supervisory functions no longer applies to investment
Collective Investment Undertakings with the legal form of a
public limited liability company whose shares are admitted
to trading on a regulated market, on 6 of February 2023 the
General Meeting of Shareholders has decided to eliminate
the Company’s collegial body with a supervisory function –
the Supervisory Board, and to envisage in the Company’s
Articles of Association that the Management Company may
form an Advisory Committee of the Company, and has
approved a new version of the Articles of Association.
ANNUAL REPORT FOR 2023
103
2.2. Formation of the supervisory board
-
tive and fair corporate governance.
2.2.1. The members of the supervisory board
elected by the general meeting of shareholders
should collectively ensure the diversity of
competences and seek for gender equality. With
a view to maintain a proper balance between the
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.
Yes/Not applicable
The members of the supervisory board elected by the
general meeting of shareholders of the Company ensure
and competences, and the supervisory board consists
of members with appropriate implementation of gender
equality.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions of
section 1 of article 78 therein, the requirement to form
a collegial body with supervisory functions no longer
of Lithuania Law on Collective Investment Undertakings
market, on 6 of February 2023 the General Meeting of
Shareholders has decided to eliminate the Company’s
collegial body with a supervisory function – the
Supervisory Board, and to envisage in the Company’s
Articles of Association that the Management Company
may form an Advisory Committee of the Company,
and has approved a new version of the Articles of
Association.
2.2.2. Members of the supervisory board should
in order to ensure necessary development of
professional experience.
Yes/Not applicable
According to the Articles of Association of the Company,
the supervisory board is elected by the general
meeting of shareholders for a period of 4 years, i.e.,
the maximum period permitted by the legislation of the
Republic of Lithuania.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
the Republic of Lithuania Law on Collective Investment
Undertakings with the legal form of a public limited
liability company whose shares are admitted to
trading on a regulated market, on 6 of February 2023
the General Meeting of Shareholders has decided
to eliminate the Company’s collegial body with a
supervisory function – the Supervisory Board, and
to envisage in the Company’s Articles of Association
that the Management Company may form an Advisory
Committee of the Company, and has approved a new
version of the Articles of Association.
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.
Yes/Not applicable
Chair of the supervisory board is a person whose
current or past positions constitute no obstacles to
carry out impartial activities.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
in the Republic of Lithuania Law on Collective
Investment Undertakings with the legal form of a
public limited liability company whose shares are
admitted to trading on a regulated market, on 6 of
February 2023 the General Meeting of Shareholders
has decided to eliminate the Company’s collegial
body with a supervisory function – the Supervisory
Board, and to envisage in the Company’s Articles of
Association that the Management Company may form
an Advisory Committee of the Company, and has
approved a new version of the Articles of Association.
ANNUAL REPORT FOR 2023
104
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
Yes/Not applicable
perform their duties as a member of the supervisory
board and their other professional obligations do not
interfere with the proper performance of the duties of a
member of the supervisory board.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
the Republic of Lithuania Law on Collective Investment
Undertakings with the legal form of a public limited
liability company whose shares are admitted to
trading on a regulated market, on 6 of February 2023
the General Meeting of Shareholders has decided
to eliminate the Company’s collegial body with a
supervisory function – the Supervisory Board, and
to envisage in the Company’s Articles of Association
that the Management Company may form an Advisory
Committee of the Company, and has approved a new
version of the Articles of Association.
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.
Yes/Not applicable
The Company submitted to the shareholders received
proposals concerning the candidates for the members
of the supervisory board with additional references to
their independence.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
the Republic of Lithuania Law on Collective Investment
Undertakings with the legal form of a public limited
liability company whose shares are admitted to
trading on a regulated market, on 6 of February 2023
the General Meeting of Shareholders has decided
to eliminate the Company’s collegial body with a
supervisory function – the Supervisory Board, and
to envisage in the Company’s Articles of Association
that the Management Company may form an Advisory
Committee of the Company, and has approved a new
version of the Articles of Association.
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
Yes/Not applicable
According to the decision of the General Meeting of
the Shareholders of the Company hold on 29 April
2021 it was set the hourly remuneration of the elected
independent member of the Supervisory Board at EUR
145 per hour. The other Members of the Supervisory
Board do not receive remuneration for these duties.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
the Republic of Lithuania Law on Collective Investment
Undertakings with the legal form of a public limited
liability company whose shares are admitted to
trading on a regulated market, on 6 of February 2023
the General Meeting of Shareholders has decided
to eliminate the Company’s collegial body with a
supervisory function – the Supervisory Board, and
to envisage in the Company’s Articles of Association
that the Management Company may form an Advisory
Committee of the Company, and has approved a new
version of the Articles of Association.
ANNUAL REPORT FOR 2023
105
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
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 conducted an evaluation
of its activities once a year. The evaluation of the
performance of the Supervisory Board was carried
in the self-evaluation form of the Supervisory Board’s
performance approved by the Supervisory Board.
Considering that a new version of the Republic of
30 November 2022 and according to the provisions
of section 1 of article 78 therein, the requirement to
form a collegial body with supervisory functions no
the Republic of Lithuania Law on Collective Investment
Undertakings with the legal form of a public limited
liability company whose shares are admitted to
trading on a regulated market, on 6 of February 2023
the General Meeting of Shareholders has decided
to eliminate the Company’s collegial body with a
supervisory function – the Supervisory Board, and
to envisage in the Company’s Articles of Association
that the Management Company may form an Advisory
Committee of the Company, and has approved a new
version of the Articles of Association.
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
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
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a supervisory board.
The Company’s investment strategy is provided for in
the Company’s Articles of Association. The Management
Company of the Company is responsible for the
implementation of the investment strategy.
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
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
The Management Company of the Company is
responsible for convocation and organisation of the
General Meeting of Shareholders, giving notices about
publicly not disclosed information under the procedure
set by legal acts, organisation of activities of the
Company, proper management of information about
activities of the Company and performance of other
functions assigned to the Management Company.
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
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
The compliance with the laws and the provisions of
the Company’s internal policies is ensured by the
Management Company and its employees.
ANNUAL REPORT FOR 2023
106
3.1.4. Moreover, the management board should
ensure that the measures included into the
OECD Good Practice Guidance
4
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
Due the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
the reporting period, the Company had a Supervisory
Board.
The Management Company of the Company has
approved the Code of Ethics, which establishes the
ethical standards relevant to the activities of the
Company.
3.1.5. When appointing the manager of the
company, the management board should take
into account the appropriate balance between
competence.
Not applicable
Lietuvos banko.
3.2. Formation of the Board
3.2.1. The members of the management board
elected by the supervisory board or, if the
supervisory board is not formed, by the general
meeting of shareholders should collectively
professional experience and competences
and seek for gender equality. With a view to
maintain a proper balance in terms of the current
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
General Shareholders Meeting of the Company does
not elect the members of the Board of the Management
Company.
The managers and investment decision-makers of a
sound and transparent management.
The candidatures of all managers and investment
decision-makers of the Company’s Management
Company should be approved by the Bank of Lithuania.
3.2.2. Names and surnames of the candidates
to become members of the management board,
information on their educational background,
current positions, other important professional
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
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.
General Shareholders Meeting of the Company does
not elect the members of the Board of the Management
Company.
professional experience and participation in the
management of other companies of the managers of the
Management Company and members of the Investment
Committee of the Company is presented in the annual
report of the Company.
3.2.3. All new members of the management
board should be familiarized with their duties and
the structure and operations of the company.
Due to the nature of the Company’s activities, collegial
body is not formed in the Company. Its management is
transferred to the Management Company, which performs
of the Company.
All member of the Board of the Management Company
are familiarized with their duties, the structure of the
Management Company and the Company and the Company
and operations of the Company.
4
Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance:
ntrols, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf
ANNUAL REPORT FOR 2023
107
3.2.4. Members of the management board
in order to ensure necessary development of
Not applicable
Due to the nature of the Company’s activities, collegial
body is not formed in the Company. Its management
is transferred to the Management Company, which
performs the functions of the Board and the Chief
The member of the Board of the Company’s
Management Company are elected for a 4-year term,
whit the possibility of being individually re-elected for
a new term.
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.
Due to the nature of the Company’s activities, collegial
body is not formed in the Company. Its management
is transferred to the Management Company, which
performs the functions of the Board and the Chief
3.2.6. Each member the management board
perform the duties of a member of the Board. If a
member of the management Board participated
in less than half of the board meetings during the
Supervisory Board should be informed if the
Supervisory Board is not formed in the Company
- the General Shareholder Meeting.
attencdance of the Management Company’s Board
meetings is not recorded in the Annual report of the
Company.
The Company discloses information on number of the
Company’s Investment Committee meetings.
3.2.7. In the event that the management board
is elected in the cases established by the Law
where the supervisory board is not formed at
the company, and some of its members will be
independent10, 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.
criteria is not applicable to the managers of the
Management Company.
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.
The management fee, payable to the Management
Company is disclosed in the Annual Report of the
Company, according to the valid management
agreement between the Company and the Management
Company.
The managers of the Management Company and
appointed members of the Investment Committee
receive renumeration according to the employment
contract signed between them and the Management
Company.
3.2.9. The members of the management
board should act in good faith, with care and
of the company and its shareholders with due
regard to other stakeholders. When adopting
decisions, they should not act in their personal
interest; they should be subject to no-compete
agreements and they should not use the
business information or opportunities related
to the company’s operations in violation of the
company’s interests.
The duty of the Company's Management Company to
act honestly, fairly and professionally on the best terms
and conditions for the Company and its shareholders
and to ensure market integrity is enshrined in the
Company's Articles of Association.
ANNUAL REPORT FOR 2023
108
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
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 managers of the Management Company do not carry
out assessment of its activities.
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 ensu-
-
ment bodies.
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
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
related to planning, business development, risk
management and control, and compliance with
the obligations at the company. The management
board should inform he supervisory board about
any derogations in its business development from
the previously formulated plans and objectives
by specifying the reasons for this.
Yes / No
Due to the nature of the Company’s activities, collegial
bodies are not formed in the Company. Its management
is transferred to the Management Company, which
performs the functions of the Board and the Chief
2023 the Company had a Supervisory Board.
The Board of the Management Company and Investment
Committee closely cooperated with the members of the
Supervisory Board (until 20 February 2023).
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.
Yes / No
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
Meetings of the Management Company’s Board and the
Company’s Supervisory Board (until 20 February 2023)
are held at such intervals as to ensure uninterrupted
resolution of essential issues of the Company’s
management and supervision.
of the meeting being convened in advance so
preparation for the issues to be considered at
the meeting and a fruitful discussion could
be held and appropriate decisions could be
adopted. Along with the notice of the meeting
being convened all materials relevant to the
issues on the agenda of the meeting should
be submitted to the members of the collegial
body. The agenda of the meeting should not be
changed or supplemented during the meeting,
unless all members of the collegial body present
at the meeting agree with such change or
supplement to the agenda, or certain issues that
are important to the company require immediate
resolution.
Yes / No
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
The Board of the Management Company and the
Supervisory Board (until 20 February 2023) of the
and all materials relevant to the issues on the agenda
of the meeting are submitted to them.
ANNUAL REPORT FOR 2023
109
4.4. In order to coordinate the activities of the
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.
Yes / No
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
When the Board of the Management Company and
the Supervisory Board (until 20 February 2023) of
the Company have to speak on the same issue, their
meetings are coordinated.
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
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
should be adopted by the collegial body.
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
Due to the Company’s management type and an absence
of employees, the Nomination and Remuneration
Committees are not formed. Audit Committee members
are elected by the General Meeting of Shareholders.
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
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.
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.
5
-
ANNUAL REPORT FOR 2023
110
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.
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
Due to the Company’s management type and an absence
of employees, the Nomination and Remuneration
Committees are not formed. Audit Committee members
are elected by the General Meeting of Shareholders.
5.1.6. With a view to ensure the independence
and impartiality of the committees, the members
of the collegial body who are not members of
the committees should normally have a right
to participate in the meetings of the committee
only if invited by the committee. A committee
may invite or request that certain employees of
the company or experts would participate in the
meeting. Chair of each committee should have
the possibility to maintain direct communication
with the shareholders. Cases where such practice
regulating the activities of the committee.
5.2. Nomination committee
5.2.1. The key functions of the nomination
committee should be the following: 1) to select
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 Company’s management type and an
absence of employees, the Nomination Committee is
not formed.
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.
ANNUAL REPORT FOR 2023
111
5.3. Remuneration committee
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,
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 Company’s management type, the
Renumeration Committee is not formed.
5.4. Audit committee
5.4.1. The key functions of the audit committee
activities of the audit committee
Yes
In its activities, the Audit Committee of the Company
follows the legal acts regulating the activities of the
Audit Committee, as well as the regulations of the
Audit Committee approved by the General Meeting of
Shareholders of the Company.
5.4.2. All members of the committee should be
issues of the company’s accounting system,
company’s administration should inform the audit
committee about the methods of accounting
approaches.
Yes
The Management Company of the Company ensures
that:
1) the members of the Audit committee are properly
introduced to the activities of the Company, are
provided with complete information relating to the
operational features;
2) the Audit committee is informed of the methods
where the accounting treatment may be open to
with complete information on particulars of accounting,
3) The Audit committee is informed of the work program
of internal and external auditors, and should receive
internal and external audit report.
4) etc.
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
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 has the right to invite to its
meetings the manager and members (member) of the
treasury issues, external auditors and other persons,
whose presence is admitted necessary considering
questions scheduled for the Audit committee meeting.
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112
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
company and its group.
Yes
The Management Company of the Company ensures
that the audit committee is informed of the work
program of internal and external auditors, and should
receive internal and external audit report.
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.
No
Due to the Company’s management type and
considering that the Company has no employees, the
Audit Committee of the Company does not examine if
the Company complies the functions stated in 5.4.5.
5.4.6. The audit committee should submit to the
supervisory board or, where the supervisory
board is not formed, to the management board
its activity report at least once in every six
months, at the time that annual and half-yearly
reports are approved.
Yes / No
In accordance with the provisions of the Audit
Committee, the Audit Committee submits its activity
reports to the Annual General Meeting of Shareholders.
The corporate governance framework should encourage members of the company’s supervisory and management bodies to
members of the supervisory and management bodies.
Any member of the company’s supervisory and
management body should avoid a situation
where his/her personal interests are or may
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
interests and, where possible, their value.
Yes / No
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
The Management Company must have such an
organizational structure that would help to avoid
ensure that Shareholders are treated fairly.
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 pre-
the administration, in addition it should ensure the publicity and transparency of the company’s remuneration policy and its
long-term strategy
7.1. The company should approve and post
the remuneration policy on the website of the
company; such policy should be reviewed on
a regular basis and be consistent with the
company’s long-term strategy
Yes
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company. The Company's
Supervisory Board (until 20 February 2023) had a
separate remuneration policy, which is approved by the
Company's General Meeting of Shareholders.
Remuneration policies are reviewed in accordance with
legal requirements.
7.2. The remuneration policy should include
rate remuneration, performance-based
pension arrangements and termination payments
as well as the conditions specifying the cases
where the company can recover the disbursed
amounts or suspend the payments.
Yes
The Management Company’s remuneration policy
covers all forms of remuneration that may be paid,
remuneration (allocated based on the Company's and
/ or employee's performance). The Company may pay
pension contributions to the third pillar pension funds
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113
interest, the remuneration policy should provide
that members of the collegial bodies which
perform the supervisory functions should not
receive remuneration based on the company’s
performance.
Yes / No
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company. The Company’s
Supervisory Board (until 20 February 2023) had a
separate remuneration policy, which is approved by the
Company’s General Meeting of Shareholders.
The remuneration of the members of the Supervisory
Board does not depend on the performance of the
company.
7.4. The remuneration policy should provide
termination payments. Termination payments
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
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company. The Company's
Supervisory Board (until 20 February 2023) had a
separate remuneration policy, which is approved by the
Company's General Meeting of Shareholders.
According to the policies, the Company does not have
the policy of termination payments.
scheme is applied at the company, the
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
need to compensate for any costs related to the
acquisition of shares.
Yes / No
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company. The Company’s
Supervisory Board (until 20 February 2023) had a
separate remuneration policy, which is approved by the
Company’s General Meeting of Shareholders.
According to the remuneration policy of the
Management Company, which applies for the Company
as well, the part of the variable remuneration assigned
to the employee of the Management Company (in
whole or in part) may be allocated as the option of
Invalda INVL AB at his choice. Their payment on a
basis is realized through the attribution of shares
(i.e. the granting or acquisition of the right to acquire
in accordance with the procedure and conditions
established in the option agreements.
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
also contain a review of how the remuneration
policy was implemented during the previous
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
Yes
The Company publishes a remuneration report on its
website.
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.
Taip/Ne
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company. The Company's
Supervisory Board (until 20 February 2023) had a
separate remuneration policy, This policy and its
amendments are approved by the Company's General
Meeting of Shareholders.
ANNUAL REPORT FOR 2023
114
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
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.
8.1. The corporate governance framework
should ensure that the rights and lawful interests
of stakeholders are protected.
Yes
The Company respects the rights of stakeholders and
their legitimate interests.
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/No
The Company has no employees. The Company
provides opportunities for the Company's investors
(shareholders) to participate in the management of the
Company in accordance with the procedure established
by the Company's Articles of Association and legal acts.
8.3. Where stakeholders participate in the
corporate governance process, they should have
access to relevant information.
Yes
The Company's investors (shareholders) are provided
with information that is required to be provided by
applicable legislation and other information relevant to
the Shareholders at the discretion of the Management
Company.
8.4. Stakeholders should be provided with the
or unethical practices to the collegial body
performing the supervisory function.
No
The Company does not provide possibility of reporting
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, in-
9.1. In accordance with the company’s procedure
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 referred to below in this recommendation
through the Nasdaq Vilnius Information Disclosure
System, the Company’s website, and the Company’s
annual and interim information documents, to the extent
required by legislation and the International Financial
Reporting Standards applicable in the European Union.
The information is also disclosed in presentations to
investors of the Company.
company;
Yes Company publishes interim and annual reports.
the company;
Yes Company publishes interim and annual reports.
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
Yes Published on the Company’s website.
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/No
Due to the nature of the Company’s activities, collegial
management body is not formed in the Company.
Its management is transferred to the Management
Company, which performs the functions of the Board
February 2023 the Company had a Supervisory Board.
The Company’s website provides information on the
members of the Board of the Company’s Management
Company, the General Director, Company’s investment
committee members.
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115
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
Yes/No
The management of the Company is transferred to the
Management Company, which carries the functions of
the Board and the Manager of the Company.
The Company's website provides information on the
members of the Company's Investment Committee.
9.1.6. potential key risk factors, the company’s
risk management and supervision policy
Yes
The Company publishes on its website the general
risk factors of the business area in which the Group
related to the Company's shares.
9.1.7. the company’s transactions with related
parties
Yes Information is provided in interim and annual reports.
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.)
No
Due to the Company’s management type – transfer
of the Company’s management to the Management
Company – the Company itself does not have any
employees.
9.1.9. structure and strategy of corporate
governance
Yes
The Company's strategy is provided for in the
Company's Articles of Association, which are published
on the Company's website.
9.1.10. initiatives and measures of social
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.
No
The company is not required to prepare and publish a
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
No
The Company does not prepare a consolidated report
in paragraph 9.1.4 of recommendation 9.1, it
is recommended that the information on the
members of the company’s supervisory and
management bodies and the manager of the
provided. It is further recommended that the
remuneration or other income of members of
the company’s supervisory and management
bodies and the manager of the company should
be disclosed, as provided for in greater detail in
Principle 7.
Yes
professional experience and participation in the
management of other companies of the managers of
the Management Company, members of the Investment
Committee is presented in the annual report of the
Company.
The Company also publishes a remuneration report.
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 publishes all information through the
information disclosure system of the Nasdaq Vilnius
Stock Exchange and on the Company’s website so that
it is accessible to everyone and at the same time.
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116
10.1. With a view to obtain an objective opinion
provided in its annual report should be audited
Yes
The Company is audited by an independent audit
company UAB PricewaterhouseCoopers.
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/No
In 2023, the Management Company of the Company
proposed to the General Meeting of the Shareholders the
of the Company for 2023 year, as due to the nature of
the Company’s activities, collegial management body is
not formed in the Company.
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
should be proposed to the general meeting of
shareholders.
Yes
The Company undertakes to disclose if the audit
company would have received payment from the
Company for non-audit services provided.
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117
APPENDIX 3.
COMPANY’S MANAGEMENT REPORT
(Prepared in accordance with the Law of the Republic of Lithuania on Financial Reporting by Undertakings (IX-575) in force from
1 January 2022)
reference to the all necessary published information regarding management practices of the entity
The Company discloses the information regarding the compliance with the applicable Corporate Governance Code in Appendix 2
of the report of 2023. The Company publishes its annual reports in the website of the Company (Company’s web site section “For
Investor” “Financial information and reports”. The link https://www.invltechnology.lt/lit/en/for-investors/reports).
the provisions are not complied with, such provisions and the reasons thereof shall be indicated
The Company discloses such information in sections “Yes/No/Irrelevant” and “Commentary” of Appendix 2 of the report of 2023
“Corporate Governance Code”. The Company will provide an explanation in the “Commentary” section if it does not (of partially)
follow the recommendations.
3. Information regarding the level of risk and risk management – management of risks related to the
shall be described.
The Company provides information regarding the level of risk, risk management, and implemented internal control systems, as
statement of 2023.
5. Information relating to transactions with related parties, according to the Law on Companies article
According to Article 10, part 3 of the Law on Companies, the provisions of Article 37 are not applicable to the transactions
concluded with a subsidiary company, if the owner of all shares is this joint-stock company. In addition, the provisions of Article
balance sheet. Considering the above, transactions with subsidiary companies are presented when the joint-stock company is not
the owner of all shares or the value of the transactions exceeds 1/10 of the Company’s assets. The Company has not entered into
transactions to be published in accordance with the above provisions.
6. Information regarding the shareholders who have special rights of control and the description of
such rights
There are no shareholders having special rights of control in the Company.
7. Information regarding all current restrictions on voting rights
No restrictions on voting rights are applied in the Company.
8. Information regarding the rules governing the appointment and dismissal of board members, as well
as the amendment of the company’s articles of association
The management of the Company is transferred to the management company UAB INVL Asset Management which exercises the
functions of the head and the board of the Company. The Rules of Procedure of the Board are applicable to the Board members
of the Management company. The provisions governing the appointment and dismissal of Board members are not provided
for by the aforementioned Rules, except for the possible resignation and procedures related thereof. A person who seeks to
become the Board member of the Management company shall obtain a prior permit from the Supervision Service of the Bank of
Questionnaire of the Manager approved by the Bank of Lithuania and comply with the indicated requirements.
According to the Articles of Association of the Company, the Articles of Association of INVL Technology may be amended by the
decision of the General Shareholders’ Meeting, passed by more than 3/4 of votes (except in cases stated in the Law on Companies
of the Republic of Lithuania and in cases stated in Company’s Articles of Association).
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118
9. Information regarding the powers of the board members
The management of the Company is transferred to the Management company UAB INVL Asset Management which exercises the
functions of the head and the board of the Company. The Board members of the Management company act in accordance with
the Law on Companies of the Republic of Lithuania, Articles of Association of the Management company, Rules of Procedure of
the Board, as well as other applicable legislation, and have no special powers. The Board members of the Management company
10. Information regarding the competence of the general meeting of shareholders, the rights of
shareholders and implementation thereof, if such information is not established in the applicable
legislation
The company provides information regarding the competence of the general meeting of shareholders, the rights of shareholders,
and implementation thereof, as well as the procedure for convening the meetings of shareholders, in Clause 12.1. of the Annual
Report of 2023.
11. Information regarding the composition of the management, supervisory bodies, and the committees
The management of the Company is transferred to the Management company UAB INVL Asset Management which exercises the
functions of the Head and the Board of the company. The Company provides information regarding the board members of the
Management company, General Manager of the Management company, and the members of the Investment Committee of the
Company in Clause 13 of the annual report of 2023.
The board members of the management company, General Manager of the management company, and the members of the
Investment Committee of the company, members of the Supervisory Board, operating during the reporting period act in accordance
with the Rules of Procedure of the Board, Provisions of the General Manager, and Provisions of the Investment Committee, Rules
of Procedure of the Supervisory Board. In addition to this, the board members of the Management company, General Manager of
the Management company, and the members of the Investment Committee and members of the Supervisory Boards always act
12. Description of diversity policy applicable in appointing the manager of the company, management,
and supervisory bodies, related to the aspects such as age, gender, education, professional experience;
objectives of such policy, methods of implementation thereof, and results of the reference period. if the
diversity policy is not applied, the reasons thereof shall be indicated
This requirement is not applicable to the Company in accordance with Part 2 of Article 23(1) of the Law on Enterprise Accountability
of the Republic of Lithuania. However, it should be noted, that the management of the Company is transferred to the asset
management company INVL Asset Management, which applies the Policy of Equal Opportunities in its activities. The Policy
are granted regardless of the gender, race, nationality, language, origin, social status, believes or convictions, age, sexual
orientation, disability, ethnicity, religion, marital status, intention of having children’s or membership of the political party or
association.
The management of the Company is transferred to the asset management company INVL Asset Management, which applies the
social status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having
children’s or membership of the political party or association.
INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017. The PRI,
founded in 2006, is a global network of over 1700 investors, aims to assess the investment implications of environmental, social
term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities. Six
issues into investment practice – from investment analysis and decision-making to their incorporation into ownership policies
and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment
The Company’s shareholders do not have mutual agreements.
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119
APPENDIX 4.
COMPANY’S OPERATING AND FINANCIAL INDICATOR FORMULAS AND
DEFINITIONS
In according with the guidelines on Alternative Performance Indicators which were published by the European Securities and
the Company (Company‘s web site section “For Investors“ “Financial information and reports“ “Formulas of performance
indicators“. The link: https://invltechnology.lt/lit/en/for-investors/reports/formulas-of-performance-indicators).
Book value per share
The book value per share shows the share of the owner’s equity in the company’s balance sheet per share. It is calculated by
dividing the total book value of the company (i.e. its equity, excluding the value of the preferred shares) by the number of ordinary
shares. The total book value of the company is equal to the company’s assets minus its liabilities.
Assets - Liabilities
Book value per share = ———————————————————————————
Issued shares at the end of the reporting period
Hypothetically, this indicator can be interpreted as the amount that can be recovered by the shareholder if the company suddenly
ceases activities. Usually the price of a share is higher than the book value. This is because buying a share the company’s future
Total Net Asset Value
and short-term liabilities of the investment company. The Net Asset Value (or Equity) is calculated by subtracting the liabilities
(including management fee liabilities and success fee liabilities) from the assets. The Company’s NAV may be equal to the
Company’s Equity.
NAV = Assets - Liabilities
ROE = ——————————
Equity
size of the ROE is highly dependent on the company’s capital structure and the owner’s equity of the company. If a company is
asymmetric, the fewer shareholders’ equity, the higher the ROE rate. For this reason, the ROE indicator should be considered in
conjunction with the ROA.
Earnings per share (EPS) is an indicator attributed to a set of investment (value) indicators. This indicator shows the share of the
EPS = ———————————————
Number of shares
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120
Debt ratio
The debt ratio is calculated by comparing the company’s debts (liabilities) with the assets of the company, so we can also call this
part of the company’s assets are acquired for borrowed funds. It is important for creditors because it shows how much their funds
are protected. The higher the index, the lower the security level. All debts of the company are divided by the total assets of the
company, thus obtaining the value, the value of which says the debt of the assets of the company at the euro. Thus, the proportion
between debts and assets is revealed.
Debts
Debt ratio = —————————
Assets
Change in fair value
Fair value change - an indicator that shows the change in the fair value of an asset in absolute or percentage terms over the
period.
The ratio of liquid assets to total assets
Liquid assets to total assets ratio - an indicator that shows the proportion of the company’s assets in cash and cash equivalents
The ratio of investment to one operating company to net asset value
Investing in the operating company and the ratio of net assets is an indicator of the proportion (percentage) of the net asset
company invested in one company.
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121
APPENDIX 5.
REMUNERATION REPORT
Brief overview of the Company’s activities in 2023
The equity and the net asset value of INVL Technology, a company that invests in IT businesses, amounted to EUR 43.53 million
at the end of 2023, or EUR 3.6052 per share, and grew 13.7% during the year.
grew 48% to EUR 14.1 million, the value of NRD Companies, which works in in business climate improvement and e-governance,
increased 51% to EUR 11.0 million, and the value of the Novian group of IT service businesses increased 12% to EUR 19.7 million.
Management of the company
The management of INVL Technology is delegated to INVL Asset Management UAB (the Management Company), which also
performs the functions of the Board and the managers of INVL Technology. In that light, and given that in accordance with Article
37³ of the Law on Companies of the Republic of Lithuania INVL Technology must approve a remuneration policy (hereinafter – the
Policy), it has been established that the Company is subject to the Policy of the Management Company, the provisions of which
are adapted to best show the transparency of the remuneration of the persons deemed to be managers of INVL Technology and
the accountability of the management, and to enable shareholders, potential investors and stakeholders to get a comprehensive
and reliable picture of the wages paid to each manager of INVL Technology. From 26 July 2021 till 20 February 2023 te Company
had a collegial supervisory body - Supervisory Board. On 29 April 2021 the Company’s General Meeting of Shareholders approved
the remuneration policy of the Company’s Supervisory Board. For the purposes of this report, the managers of INVL Technology
are deemed to be the general manager of the Management Company, the members of the Board of the Management Company
and the members of the Closed-Ended Type Investment Company Investment Committee appointed by the Management Company
(hereinafter – the Management) as well as the members of the Supervisory Board.
according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions
the legal form of a public limited liability company whose shares are admitted to trading on a regulated market, on 6 of February
2023 the General Meeting of Shareholders has decided to eliminate the Company’s collegial body with a supervisory function – the
Supervisory Board, therefore, teh remuneration policy of the Supervisory Board from 6 February 2023 are not relevant.
work results and paid to all employees who meet the relevant criteria established under the procedure in force at the Management
Company (e.g. pension contributions to II or III tier pension funds). In addition to a monthly salary or other form of remuneration
in such a way as to ensure proper proportions between it and the bonus components. The monthly salary accounts for a relatively
Independent member of the Supervisory Board under the decision of General Meeting of Shareholders that was held in April 29
of 2021, receives an hourly remuneration of EUR 145 (excluding taxes) for its activities in the Supervisory Board of the Company.
Other members of the Supervisory Board do not receive remuneration for their current duties.
Bonuses and the procedure for payment thereof
situation is sustainable, taking the Company’s operating results into account, and only if the results of the Management’s annual
are also considered, such as adherence to internal rules and procedures, communication with clients and investors, compliance
the Company has failed to meet the established business objectives, the Company has the right to decide not to pay a bonus or
in advance the period for such non-payment or reduction. No such adjustment or deferral was made during the reporting period.
Note that the Board of the Management Company has the right to demand that the Management refund all or part of a bonus
paid to it if it subsequently becomes clear that the bonus was paid due to Management having acted in bad faith or errors in the
accounts.
Bonuses are paid to Management in keeping with the following terms:
•
60% of the amount of a bonus is paid in a lump sum according to the procedure and timing established by decision of the
general director or the decision of the Board of the Management Company;
•
the rest of the bonus (i.e., the remaining 40%) is paid to the employee on a pro rata basis over three years, i.e. the deferred
portion of the bonus is distributed proportionally over the entire deferral period, starting no earlier than 1 year after the end
of the employee’s performance assessment and disbursing the pro rata portion of the bonus on a yearly basis. In special
cases, the competent body of the Management Company has the right to set a longer deferral period (usually no longer than
5 years) taking into consideration the business cycle of the Management Company’s operations and/or of a relevant collective
investment undertaking as well as other criteria provided for in the law.
The Management Company, in accordance with the principle of proportionality, does not require the mandatory payment of a
ANNUAL REPORT FOR 2023
122
itself may choose to replace a bonus with other incentives or their equivalent (stock options, pension and insurance contributions).
After the termination of employment relations, regardless of the grounds for their termination, the deferred part of a bonus will
no longer be paid.
Remuneration of the general manager and Board members of the Management Company is calculated based on the proportion
of the Management Company’s management income (including management and performance fee revenues) received from
the Company relative to the total income of the Management Company. The remuneration of the members of the Investment
Committee of the Company is calculated in accordance with the proportion of their time actually allocated to the Company’s
management. The table below presents the remuneration amounts allocated and paid to Management for 2023.
Breakdown of wages allocated and paid during 2023
Name, Surname,
Position, ID code
1. Regular remuneration,
Thous. EUR
2. Variable remunera-
tion, thous. EUR
3. One-
time pay-
ments,
in thous.
EUR
4. Contri-
butions
to pen-
sion funds,
thous. EUR
5. To-
tal remu-
neration,
in thous.
EUR
6. Por-
tion of
variable
remuner-
ation in
%*
-
nual remu-
neration
Other
payouts
Reward
in kind
Annual bo-
nuses*
Multiannu-
al results
bonuses*
General manager of the
Company
ID code – sensitive date
4.44 - - 6.34 - - 1.24 12.02 52.74
General manager of
the Company (from 1
December 2023)
ID code – sensitive date
2.44 - - - - 1.32 0.02 3.78 34.96
Darius Šulnis, Chairman
of the Board of the
Management company
ID Code – sensitive data
1.57 - - - - - - 1.57 -
member of the Board
of the Management
company, ID code –
sensitive date
2.94 - - 1.71 - 6.34 0.02 11.01 73.12
Vytautas Plunksnis,
Member of the Board
of the Management
Company and
Investment Committee,
ID Code – sensitive date
2.16 - - - - - 0.43 2.59 -
Chairman of the
Investment Committee,
ID code – sensitive data
251.70 - - - - - 19.42 271.12 -
Member of the
Investment Committee,
ID code – sensitive data
24.37 - - - - - 0.08 24.45 -
Member of the
Supervisory Board,
A. k. neskelbiamas
- - - - - - - - -
of the Supervisory
Board,
A. k. neskelbiamas
- - - - - - - - -
Gintaras Rutkauskas,
Chairman of the
Supervisory Board,
A. k. neskelbiamas
- - - - - - - - -
ANNUAL REPORT FOR 2023
123
As a rule, bonuses are paid in cash. The Management Company, in accordance with the principle of proportionality, does not
granted shares of the Company, nor have any Company stock option agreements been signed with them. Under the Policy of the
Management Company, which is in force at the Company, all or part of variable remuneration to an employee of the Management
Company, at the employee’s choice may be allocated in the form of options of Invalda INVL AB. Their pro rata payment is realized
terms) under the procedures and conditions laid down in the option agreements.
Due to the fact that the management of the Company is delegated to the Management Company and its management bodies are
not formed, and the Company itself does not have employees, the annual changes in remuneration and the full-time equivalent
changes in average remuneration, based on the employees of the Company who are not members of the management bodies,
cannot be compared. It is also not possible to provide information on the annual changes in the remuneration of the members of
the Supervisory Board and the average remuneration, as the members of the Supervisory Board do not receive remuneration.
Since only the remunerations of the members of the Investment Committee of the Company are calculated on the basis of the
actual part of the time allocated to the management of the Company and their remunerations depend on the performance of the
Remuneration of Investment
Committee
2019 2019 2020 2021 2023
the Investment Committee
206.28 205.43 207.55 251.71 271.12
Investment Committee
24.78 24.83 25.20 24.93 24.45
Vytautas Plunksnis, Member of
the Investment Committee
3.72 4.24 4.06 4.02 2.59
the Investment Committee
3.32 3.73 6.60 7.06 11.01
* Total remuneration received from the Company and other companies of the Group.
Results of the Company
2019 2020 2021 2022 2023
0.08 0.39 0.22 0.18 0.43
933 4,767 2,621 2,115 5,165
Assets 29,080 35,404 38,651 38,447 48,888
*Recalculated with the par value per share at EUR 0.29.
The Company’s Remuneration Report, together with the Policy, is publicly available on INVL Technology website at
www.invltechnology.lt.
PricewaterhouseCoopers UAB, J. Jasinskio str. 16B, 03163 Vilnius, Lithuania
+370 (5) 239 2300, lt_vilnius@pwc.com, www.pwc.lt
To the shareholders of INVL Technology UTIB
Report on the audit of the financial statements
Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of INVL
Technology UTIB (the Company ) as at 31 December 2023 and of financial
performance and cash flows for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.
Our opinion is consistent with our additional report to the Audit dated 8 April 2024.
What we have audited
the statement of comprehensive income for the year ended 31 December 2023;
the statement of financial position as at 31 December 2023;
the statement of cash flows for the year then ended;
the statement of changes in equity for the year then ended; and
the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
e
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (IESBA Code) and the Law of the Republic of
Lithuania on the Audit of Financial Statements that are relevant to our audit of the financial statements
in the Republic of Lithuania. We have fulfilled our other ethical responsibilities in accordance with the
IESBA Code and the Law of the Republic of Lithuania on the Audit of Financial Statements.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company are in accordance with the applicable law and regulations in the Republic of Lithuania
and that we have not provided non-audit services that are prohibited under Article 5(1) of Regulation
(EU) No 537/2014 considering the exemptions of Regulation (EU) No 537/2014 endorsed in the Law
of the Republic of Lithuania on the Audit of Financial Statements.
We have not provided to the Company any non-audit services, in the period from 1 January 2023 to
31 December 2023.
Our audit approach
Overview
Materiality
Overall Company materiality: EUR 435 thousand
Key audit matters
Valuation of investments
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including, among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Company materiality for the financial statements as a whole as set out in the table
below. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
if any, both individually and in aggregate on the financial statements as a whole.
Overall Company materiality EUR 435 thousand (2022: EUR 343 thousand)
How we determined it 1% of total equity
Rationale for the materiality
benchmark applied
We chose the equity as the benchmark because, in our view,
it is an appropriate measure of the size of the entity, and
changes in it indicate the performance of the Company.
Therefore the value of equity and changes in it are commonly
utilised by stakeholders of investment companies, and they
are generally accepted benchmarks. The key driver of the
value of investments into various IT businesses. For this
reason, the key area of focus in the audit of the financial
statements was the valuation of investments.
We chose 1%, which is within the range of acceptable
quantitative materiality thresholds.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above 43,5 thousand, as well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Valuation of investments (financial assets at
fair value through profit or loss)
Refer to Note 4 to the financial statements.
The Company is an investment entity and
classifies its investments in equity securities,
as financial assets at fair value through profit
or loss. Management estimated the fair value
of the financial assets to be EUR 44 890
thousand as at 31 December 2023, as
compared to EUR 34 941 thousand as at 31
December 2022. The net change in fair value
of financial assets was recorded as a profit of
EUR 9 949 thousand in the statement of
comprehensive income.
The valuation of investments was based on the
values determined by independent valuers.
are not traded in an active market and the fair
value is determined by using discounted cash
flows method.
Given the significant carrying value of
investments, the revaluation to fair value has a
significant impact on the financial statements.
We focused on this area as the fair values are
dependent upon significant estimates involved
in performing the valuation, and they are very
sensitive to the inputs and assumptions
underlying those valuations. In particular, the
most significant estimates relate to discount
rates, long-term growth rate and free cash flow
forecasts made by the management for the
period of 5 years. Free cash flows were
calculated as operating profit after tax plus
depreciation, adjusted by change in working
capital and decreased by capital expenditure.
For the above-mentioned reasons, due to
existence of significant estimation uncertainty,
we determined this area as a key audit matter.
valuation of investments included as follows:
competence, capabilities and objectivity;
appropriateness of key assumptions and inputs
based on our knowledge of IT industry;
information supplied to the valuers reflected the
underlying information on financial performance of
investments held by the Company;
valuation for a sample of investments, including
sales, profitability ratios, capital expenditure, by
agreeing them back to the supporting
documentation.
We involved our internal valuation experts to
assist us in discount rate, discount for lack of
marketability and long-term growth rate
assessment.
Because of the subjectivity involved in
determining the value of investments and
existence of alternative assumptions and
valuation methods, we have reviewed the
sensitivity analysis of the fair value of investments
to changes in key assumptions, which was
prepared by the independent valuer.
We also considered whether or not there was bias
in determining individual values.
We also considered the adequacy of disclosures
in Note 4.
Reporting on other information including the annual report
Management is responsible for the other information. The other information comprises the annual
report, including the corporate governance report and the remuneration report (but does not include
Our opinion on the financial statements does not cover the other information, including the annual
report.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
With respect to the annual report, including the corporate governance report and the remuneration
report, we considered whether the annual report, including the corporate governance report and the
remuneration report, includes the disclosures required by the Law of the Republic of Lithuania on
Reporting by Undertakings.
Based on the work undertaken in the course of our audit, in our opinion:
the information given in the annual report, including the corporate governance report and the
remuneration report, for the financial year for which the financial statements are prepared, is
consistent with the financial statements; and
the annual report, including the corporate governance report and the remuneration report, has
been prepared in accordance with the Law of the Republic of Lithuania on Reporting by
Undertakings.
In addition, in light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we are required to report if we have identified material misstatements in the
this regard.
Responsibilities of management and those charged with governance for the financial
statements
Management is responsible for the preparation of the financial statements that give a true and fair
view in accordance with International Financial Reporting Standards as adopted by the European
Union, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Thos
process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
osures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and have communicated with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on other legal and regulatory requirements
Report on the compliance of the format of the financial statements with the requirements of
the European Single Electronic Reporting Format
The European single electronic reporting format has been applied by the management of the
Company to to comply with the requirements of Article 3 of
Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory technical
XHTML format.
We confirm that the European single electronic reporting format of the financial statements for the year
ended 31 December 2023 complies with the ESEF Regulation in this respect.
Appointment
We were first appointed as auditors of the Company on 2014 . Our appointment has been renewed
annually by shareholder resolution representing a total period of uninterrupted engagement
appointment of 10 years. Our appointment for the year ended 31 December 2023 was approved by
6 February 2023.
Rasa Selevi
On behalf of PricewaterhouseCoopers UAB
Assurance Director
Auditor's Certificate No. 000504
Vilnius, Republic of Lithuania
8 April 2024
The auditor's electronic signature is used herein to sign only the Independent Auditor's Report