SPECIALIAL CLOSED-ENDED TYPE
PRIVATE EQUITY INVESTMENT COMPANY
INVL Technology
ANNUAL MANAGEMENT REPORT, COMPANY’S FINANCIAL STATEMENTS FOR THE
YEAR ENDED 31 DECEMBER 2025 PREPARED IN ACCORDANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARTS AS ADOPTED BY THE
EUROPEAN UNION
Special closed-end type private capital investment company
INVL Technology
Gynėjų str. 14, LT-01110 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
3 April 2026
Following on 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 our knowledge, the attached Company‘s Financial statements for 2025 are prepared in
accordance with applicable reporting standards, give true and fair view of the assets, liabilities,
financial position and profit or loss, cash flows of INVL Technology.
Presented Annual Management Report for 2025 includes a fair review of the development and
performance of the business and description of the position of the company and its companies’
group, along with the main risks and contingencies faced thereby.
ENCLOSED:
Company’s financial statements for 2025.
Annual Management Report for 2025.
Chairman of the Investment Committee
of INVL Technology Kazimieras Tonkūnas
Head of alternative funds accounting of
the Management Company INVL Asset Management Agnė Vainauskienė
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 Summary of 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 and own shares................................................................................................................... 20
8 Provisions ............................................................................................................................................ 22
9 Other current liabilities ........................................................................................................................ 22
10 Net Asset Value (a non-IFRS measure) .......................................................................................... 22
11 Dividends and interest income ......................................................................................................... 22
12 Other expenses (including remuneration for statutory audit)........................................................... 22
12 Other expenses (including remuneration for statutory audit)........................................................... 23
13 Income tax ....................................................................................................................................... 23
14 Earnings per share ........................................................................................................................... 23
15 Related-party transactions ............................................................................................................... 24
16 Segment reporting ........................................................................................................................... 25
17 Financial instruments by category ................................................................................................... 25
18 Financial risk management .............................................................................................................. 26
19 Events after the reporting period ..................................................................................................... 29
ANNUAL MANAGEMENT REPORT ....................................................................................................... 30
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are in EUR thousands unless otherwise stated)
4
BASIC DETAILS
Management Company
INVL Asset Management UAB
Investment committee
Mr. Kazimieras Tonkūnas (Chairman)
Mrs. Vida Tonkūnė
Mr. Vytautas Plunksnis
Mr. Nerijus Drobavičius
Depository
AB SEB bank
Address of registered office and company code
Registered office address:
Gynėjų g. 14,
Vilnius,
Lithuania
Company code 300893533
Banks
AB SEB bank
AB Artea Bank
These financial statements were authorized for issue by the Management Company and signed on 3 April 2026.
Agnė Vainauskienė
Head of alternative fund
accounting at INVL Asset
Management UAB
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are in EUR thousands unless otherwise stated)
5
STATEMENT OF COMPREHENSIVE INCOME
Notes
2025
2024
Income
Net change in fair value of financial assets
4
16,186
9,172
Dividend income
11
1,200
1,400
Interest income
11
291
369
Total net income
17,677
10,941
Management fee
2.8
(844)
(641)
Success fee/fee reversal
8
(3,298)
(1,976)
Other expenses
12
(189)
(224)
Total operating expenses
(4,331)
(2,841)
Operating profit (loss)
13,346
8,100
Finance costs
-
(11)
Profit (loss) before tax for the reporting period
13,346
8,089
Income tax
13
-
-
Profit (loss) for the reporting period
13,346
8,089
Other comprehensive income for the reporting period, net of
tax
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
REPORTING PERIOD
13,346
8,089
Basic and diluted earnings (deficit) per share (in EUR)
14
1.11
0.67
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are in EUR thousands unless otherwise stated)
6
STATEMENT OF FINANCIAL POSITION
Notes
As at
31 December 2025
As at
31 December 2024
ASSETS
Non-current assets
Financial assets at fair value through profit or loss
4
70,248
54,062
Total non-current assets
70,248
54,062
Current assets
Loans
6
3,095
3,095
Cash and cash equivalents
5
1,712
1,391
Total current assets
4,807
4,486
Total assets
75,055
58,548
EQUITY AND LIABILITIES
Equity
Share capital
1
3,531
3,531
Share premium
8,268
8,268
Own shares
7
(602)
(491)
Reserves
7
10,319
10,362
Retained earnings
43,108
29,762
Total equity
64,624
51,432
Liabilities
Provisions for success and accrued management fees
8
10,180
6,882
Total long-term liabilities
10,180
6,882
Current liabilities
Other current liabilities
9, 12
251
234
Total current liabilities
251
234
Total liabilities
10,431
7,116
Total equity and liabilities
75,055
58,548
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are in EUR thousands unless otherwise stated)
7
STATEMENT OF CASH FLOWS
Notes
2025
2024
Cash flows from operating activities
Net profit for the reporting period
13,346
8,089
Adjustments for:
Dividend income
11
(1,200)
(1,400)
Interest income
11
(291)
(369)
Interest expenses
-
11
Other operating expenses
7
34
-
Net change in fair value of financial assets
4
(16,186)
(9,172)
Provisions for success and accrued management fees
8
3,298
1,976
(999)
(865)
Changes in working capital:
Dividends received
11
1,200
1,100
Increase (decrease) in other current liabilities
17
88
Cash flows from (used in) operating activities
1,217
1,188
Income tax paid
-
-
Net cash flows from (used in) operating activities
218
323
Cash flows from investing activities
Interest received
11
291
473
Loans granted
15
-
(400)
Loan repayments received
15
-
450
Net cash flows from (used in) investing activities
291
523
Cash flows from financing activities
Repurchase of own shares
(188)
(217)
Received payments for share-based awards
-
31
Interest
-
(18)
Net cash flows from (used in) financing activities
(188)
(204)
Foreign exchange effect on the balance of cash and
cash equivalents
-
-
Net increase (decrease) in cash and cash equivalents
321
642
Cash and cash equivalents at the beginning of the
period
1,391
749
Cash and cash equivalents at the end of the period
5
1,712
1,391
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are in EUR thousands unless otherwise stated)
8
STATEMENT OF CHANGES IN EQUITY
Notes
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 2023
3,531
8,268
(280)
354
9,800
183
21,673
43,529
Purchase of own shares
-
-
(217)
-
-
-
-
(217)
Share based payments
-
-
6
-
-
-
-
6
Other reserves
-
-
-
-
-
25
-
25
Total transactions with owners of
the Company, recognized directly
in equity
-
-
(211)
-
-
25
-
(186)
Net profit (loss) for 2024
-
-
-
-
-
-
8,089
8,089
Total comprehensive income for
2024
-
-
-
-
-
-
8,089
8,089
Balance at 31 December 2024
3,531
8,268
(491)
354
9,800
208
29,762
51,432
Purchase of own shares
7
-
-
(188)
-
-
-
-
(188)
Share based payments
-
-
77
-
-
-
-
77
Other reserves
-
-
-
-
-
(43)
-
(43)
Redistribution of retained earnings
to the reserves
-
-
-
-
-
-
-
-
Total transactions with owners of
the Company, recognized directly
in equity
-
-
(111)
-
-
(43)
-
(154)
Net profit (loss) for 2025
-
-
-
-
-
-
13,346
13,346
Total comprehensive income for
2025
-
-
-
-
-
-
13,346
13,346
Balance at 31 December 2025
3,531
8,268
(602)
354
9,800
165
43,108
64,624
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
9
NOTES TO THE FINANCIAL STATEMENTS
1 General information
INVL Technology UTIB (company code 300893533, hereinafter “the Company”) is a closed-ended type investment company
registered in the Republic of Lithuania. The Company‘s registered office address is Gynėjų g. 14, Vilnius, Lithuania.
On 14 July 2016 the Company has been issued a closed-ended type investment company (UTIB) license by the Bank of
Lithuania. Under the company’s Articles of Association, INVL Technology UTIB will operate until 14 July 2026, with extension
possible for further two years. At the Extraordinary General Meeting of Shareholders held on 5 February 2026, the shareholders
resolved to exercise this option and extend the Company’s term until 14 July 2028. With the status of an investment entity, the
Company’s 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.
Based on the Management Company’s INVL Asset Management Board decision the Investment Committee was formed in order
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
Company’s objectives, its investment strategy and the adoption of prudent decisions for the investment and management of the
Managed Company’s assets, to supervise the adopted decisions. It is envisaged in the Articles of Association that the
Management Company may establish 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 industries’ solutions. At the end of 2025 and 2024 INVL Technology portfolio consists of 15 operating companies.
The Company has an agreement on depository services with SEB Bankas which acts as depository of the Company’s assets.
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
principles shall be achieved within four years from the date the Bank of Lithuania issued a permission to certify Company’s
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 18.1.
As at 31 December 2025 and 2024, the Company’s authorized share capital was divided into 12,175,321 ordinary registered
shares with par value of EUR 0.29 each. All the shares of the Company have been fully paid. The Company’s subsidiaries hold
no shares of the Company. The shareholders holding ownership to or otherwise controlling over 5% of the Company’s authorized
share capital (by number of votes held) are as follows as of 31 December 2025 and 31 December 2024:
Number of shares
held as at 2025.12.31
% share of
share capital
2025.12.31
Number of shares
held as at 2024.12.31
% share of
share capital
2024.12.31
LJB Investments UAB (controlling
shareholder Mr. Alvydas Banys)
2,424,152
19.91%
2,424,152
19.91%
AB „Invalda INVL“
1,873,678
15.39%
1,873,678
15.39%
Ms. Irena Ona Mišeikienė
1,466 421
12.04%
1,466,421
12.04%
Lietuvos Draudimas AB
909,090
7.47%
909,090
7.47%
Mr. Kazimieras Tonkūnas
675,452
5.55%
675,452
5.55%
Mr. Alvydas Banys
618,745
5.08%
618,745
5.08%
Company (own shares)
210,855
1.73%
185,466
1.52%
Other minor shareholders
3,996,928
32.83%
4,022,317
33.04%
Total
12,175,321
100.00%
12,175,321
100.00%
The Company’s shares have been traded in the Baltic Secondary List of NASDAQ Vilnius stock exchange since 4 June 2014.
In 2025 and 2024 the Company did not have own employees.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
10
2 Summary of material accounting policies
2.1 Basis of preparation
Statement of compliance
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union (hereinafter the EU).
These financial statements have been prepared on a historical cost basis, except for investment properties and investments in
subsidiaries that have been measured at fair value. The financial statements are presented in thousands of euro (EUR) and all
values are rounded to the nearest thousand except when otherwise indicated.
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 judgement in the process of applying the Company’s accounting policies. The areas
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. Although these estimates are based on management’s best knowledge of current
circumstances, events or actions, actual results may ultimately differ from these estimates.
Adoption of new and/or changed IFRSs and IFRIC interpretations
The Company have adopted the new and amended IFRS and IFRIC interpretations that are effective for annual periods
beginning on or after 1 January 2025:
- Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability
The Amendments to IAS 21 are not relevant to the Company and had no impact on the Company’s financial statements for the
year ended 31 December 2025.
Standards adopted by the EU but not yet effective and have not been early adopted
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective for
annual periods beginning on or after 1 January 2026)
These amendments: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for
assessing whether a financial asset meets the solely payments of principal and interest criterion; c) add new disclosures for
certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked
to the achievement of environment, social and governance targets); and (d) update the disclosures for equity instruments
designated at fair value through other comprehensive income. The Group and the Company are currently assessing the impact
of the amendments on their financial statements. It is expected that derecognition exception for financial liabilities settled through
an electronic cash transfer system would be relevant for most entities, but are not expecting that impact would be material, as
in practice the same approach is mostly applied already in Lithuania.
IFRS 18 Presentation and Disclosure in Financial Statements effective for annual periods beginning on or after 1 January 2027)
IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and
subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of
five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It
also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and
includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the
primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash
Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from
‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and
interest. The Group and the Company is currently working to identify all impacts the amendments will have on the primary
financial statements and notes to the financial statements.
Other 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
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
11
2 Summary of material accounting policies (cont’d)
2.2 Investment Entity and Consolidated Statements
Investment Entity
The Company has many unrelated Investors. The Company has many investments. Investors hold equity securities – shares
issued by the Company. According to the provisions of IFRS, the Company meets all the requirements for an investment entity:
(i) receives funds from Investors to provide them with investment management services;
(ii) promises Investors that its objective is to invest funds exclusively in order to receive returns from capital appreciation,
investment income or both;
(iii) measures and evaluates the performance of all its investments and makes investment decisions based on Fair Value
as the main criterion.
Subsidiaries
The Company meets the definition of an investment entity under IFRS 10 and is required to account for investments in
subsidiaries at fair value, with changes in value recognized in profit or loss. The fair value of investments in subsidiaries is
determined consistently with the principles described in 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 the Company’s functional and presentation currency. Amounts
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
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
12
2 Summary of material accounting policies (cont’d)
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 entity’s business model for managing the financial assets and the contractual terms of the
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
income statement under “Net change in fair value of financial assets”. Dividends on investments are recognized in the income
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.
As the business model for the Company‘s 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.
Cash and cash equivalents are considered to have low credit risk at the reporting date (Stage 1) because the risk of default is
low and the borrower is able to meet contractual cash flow obligations in the near term. Therefore, the three-stage impairment
model for financial assets is not relevant to the Company.
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.
Loans granted 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.
Expected credit losses are recognized based on an individually assessed credit risk of loans and trade receivables, the
assessment of which is based on all reasonable information, including forward-looking information. In addition, all loans granted
to subsidiaries have the fair value which is significantly higher than the loan granted.
The Company's management's decision on an individual assessment is made based on the availability of information about the
credit history and financial condition of a specific borrower as of the assessment date, including forward-looking information,
which would allow for timely identification of a significant increase in credit risk for a specific borrower, thereby allowing
management to make a decision on the recognition of lifetime credit losses for a specific borrower. In the absence of reliable
sources of information about the borrower's credit history and financial condition as of the assessment date, including forward-
looking information, the Company assesses the debt using a general assessment.
Expected credit losses are not accounted for and recognized in the financial statements if they are not material.
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.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
13
2 Summary of material accounting policies (cont’d)
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.
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.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
14
2 Summary of material accounting policies (cont’d)
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:
− It entitles the holder to a pro rata share of the entity’s net assets in the event of the entity’s liquidation. The entity’s 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.
2.12 Share-based payments
As at 31 December 2025, the Company’s subsidiaries maintained two types of share-based payment schemes for the
Subsidiaries’ employees remuneration. 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. It is considered that the employee receives share-based payment
for services that have already been rendered prior to the grant of the option. The Company determines the fair value of the
equity instruments assuming that the grant date is the statement of financial position date. After determining the grant date, the
Company revises previous estimates so that the amounts recognized for services received are based on the fair value of the
equity instruments at the grant date. Options under this program are granted without any additional conditions and are a non-
vesting part of the remuneration. The option holder acquires ownership of the shares under the option after the agreed term (3
years), however, under certain specified early exercise conditions, ownership under the option agreement may be granted
immediately after the option is granted or at the time of at the employee's choice.
In the case of the first share-based payment scheme, in addition to the tripartite agreement, a bilateral agreement is signed
between the Company and the relevant subsidiary regarding the compensation of the total price of the shares that the Company
reserves for transfer under the tripartite agreement.
In 2025 and 2024, no share-based payment agreements were concluded with employees of the Company's subsidiaries under
the first scheme.
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 2025 the Company sold its own
shares for EUR 77 thousand (EUR 6 thousand in 2024).
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.
In 2025 and 2024, no share-based payment agreements under the second scheme were concluded with employees of the
Company's subsidiaries. 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 35 thousand was allocated in each of
2025 and 2024 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.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
15
2 Summary of material accounting policies (cont’d)
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.
3 Accounting estimates and judgements
3.1 Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements that have the
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,
the management assesses the Company’s business objective (Note 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 2025 and 31 December 2024 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 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 2025 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 702 thousand,
and if the selling price were 5% lower, provision would decrease by EUR 702 thousand.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(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.
The Company’s financial assets at fair value through profit or loss included assets attributed to Level 3 in the fair value hierarchy.
The Company has no Level 1 or Level 2 instruments.
The table below presents the Company’s direct and indirect investments in unconsolidated subsidiaries as at 31 December
2025:
Name
Country of
incorporation
Shares (voting rights)
held directly/indirectly
by the Company, (%)
Profile of activities
Novian UAB
Lithuania
100
Information technology solutions
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
„Novian Rwanda“ Ltd***
Rwanda
100
Information technology solutions
NRD Companies AS
Norway
100
Information technology solutions
NRD Digital UAB* **
Lithuania
100
Information technology solutions
Norway Registers Development AS
(with NRD AS Lithuanian branch) *
Norway
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
Finance management and accounting
* These entities were indirectly controlled by the Company as at 31 December 2025.
** NRD Systems changed its name to NRD Digital at the end of 2025.
*** Norway Registers Development Rwanda Ltd changed its name to Novian Rwanda Ltd on 24 October 2024.
As at 31 December 2025, UAB Etronika was merged into UAB NRD Systems, which currently operates under the new name
UAB NRD Digital. The reorganization was carried out in accordance with the Civil Code of the Republic of Lithuania and the Law
on Companies, under which all rights and obligations of UAB Etronika were transferred in full to the continuing entity, UAB NRD
Systems (currently UAB NRD Digital). The reorganization was completed following the mandatory squeeze-out of the remaining
shares from minority shareholders on 2 December 2025, after which NRD Companies became the sole shareholder, holding
100% of the shares in Etronika.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
17
4 Financial assets at fair value through profit or loss (cont’d)
The table below presents the Company’s direct and indirect investments in unconsolidated subsidiaries as at 31 December
2024:
Name
Country of
incorporation
Shares (voting rights) held
directly/indirectly by the
Company, (%)
Profile of activities
Novian UAB
Lithuania
100
Information technology solutions
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
100
Information technology solutions
Etronika UAB*
Lithuania
94
Information technology solutions
Norway Registers
Development AS (with NRD
AS Lithuanian branch) *
Norway
100
Information technology solutions
Novian 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
Finance management and accounting
* These entities were indirectly controlled by the Company as at 31 December 2024.
** 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).
**** As of 24 October 2024, Norway Registers Development Rwanda Ltd has changed its name to Novian Rwanda Ltd.
The Company conducts an independent valuation of its investments in subsidiaries when preparing the annual financial
statements. As at 31 December 2025 and 31 December 2024, 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.
The fair values of the Company’s unconsolidated subsidiaries were as follows:
Name
At 31 December 2025
At 31 December 2024
Novian UAB Group*
29.427
21,991
NRD Group**
16.935
14,141
NRD CS UAB***
23.748
17,782
FINtime UAB
138
148
Total
70.248
54,062
*Includes UAB Novian and its subsidiaries: UAB Novian Technologies, Novian Eesti OÜ, Andmevara AS (2024), Andmevara SRL, Zissor AS,
UAB Novian Systems, UAB Novian Pro and Novian Rwanda Ltd.
** Includes NRD Companies and its subsidiaries: UAB NRD Digital, Norway Registers Development AS (including its Lithuanian branch),
Infobank Uganda Ltd and NRD Bangladesh Ltd.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
18
4 Financial assets at fair value through profit or loss (cont’d)
The subsidiaries of the Company as at 31 December 2025 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 30 May 2026
whereas the loan repayment to The Company is 15 December 2026.
Due to changes in the fair value of subsidiaries of the Company, the Company may incur losses.
Information about dividends is presented in Note 11.
The table below presents movements in Level 3 financial instruments during 2025:
Opening balance at 1 January 2025
54,062
Unrealized gains and losses for the reporting period recognized in the income statement for assets
managed at the end of the reporting period
16,186
Closing balance at 31 December 2025
70,248
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,
EUR ‘000
Valuation
technique
Inputs
Input
value
Increase in
value
Decrease
in value
Novian
Group
29,427
Discounted cash
flow
Weighted average cost of capital (1% movement)
9.2%
2,387
(2,076)
Long-term growth rate (0,5% movement)
2.0%
(1,484)
1,706
Free cash flows (10% movement)
-
(3,173)
3,173
Discount for lack of marketability (2% movement)
12.5%
733
(733)
5y revenue growth rate (0,5% movement)
-
(584)
593
NRD Group
16,935
Discounted cash
flow
Weighted average cost of capital (1% movement)
11.0%
904
(808)
Long-term growth rate (0,5% movement)
2.0%
(558)
624
Free cash flows (10% movement)
-
(1,507)
1,507
Discount for lack of marketability (2% movement)
14.4%
396
(791)
5y revenue growth rate (0,5% movement)
-
(315)
320
NRD CS
UAB
23,748
Discounted cash
flow
Weighted average cost of capital (1% movement)
9.7%
1,637
(1,437)
Long-term growth rate (0,5% movement)
2.0%
(1,097)
1,249
Free cash flows (10% movement)
-
(2,353)
2,353
Discount for lack of marketability (2% movement)
15.3%
561
(561)
5y revenue growth rate (0,5% movement)
-
(400)
405
FINtime UAB
138
Net assets value
N/A
N/A
N/A
N/A
Total:
70,248
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’s management for the period of 5 years (2026-2030) 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.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
19
4 Financial assets at fair value through profit or loss (cont’d)
The table below presents movements in Level 3 financial instruments during 2024:
Opening balance at 1 January 2024
44,890
Unrealized gains and losses for the reporting period recognized in the income statement for assets
managed at the end of the reporting period
9,172
Closing balance at 31 December 2024
54,062
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,
EUR ‘000
Valuation
technique
Inputs
Input
value
Increase in
value
Decrease
in value
Novian
Group
21,991
Discounted cash
flow
Weighted average cost of capital (0,5% movement)
9.2%
1,915
(1,665)
Long-term growth rate (0,5% movement)
2.0%
1,340
(1,166)
Free cash flows (10% movement)
-
2,513
(2,513)
Discount for lack of marketability (2% movement)
12.7%
572
(572)
5y revenue growth rate (0,5% movement)
-
505
(498)
NRD Group
14,141
Discounted cash
flow
Weighted average cost of capital (0,5% movement)
10.6%
766
(682)
Long-term growth rate (0,5% movement)
2.0%
532
(474)
Free cash flows (10% movement)
-
1,280
(1,280)
Discount for lack of marketability (2% movement)
11.4%
319
(319)
5y revenue growth rate (0,5% movement)
-
-
-
NRD CS
UAB
17,782
Discounted cash
flow
Weighted average cost of capital (0,5% movement)
9.4%
1,261
(1,101)
Long-term growth rate (0,5% movement)
2.0%
981
(857)
Free cash flows (10% movement)
-
1,731
(1,731)
Discount for lack of marketability (2% movement)
14.3%
415
(415)
5y revenue growth rate (0,5% movement)
-
310
(306)
FINtime UAB
148
Net assets value
N/A
N/A
N/A
N/A
Total:
54,062
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 (2025-2029) 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.
Compared to the previous year, the weighted cost of capital level increased for all companies except NRD CS. The main reasons
for the increase in the weighted cost of capital level in 2024 compared to 2023 were the following: (1) an increase in the risk-
free rate - 2.6% in 2024, compared to 2.3% in 2023; (2) an increase in the country risk premium - Novian Group from 1.6% to
2.2%, Novian Technologies Group from 1.7% to 2.4%, Novian Systems from 1.4% to 1.6%, Novian PRO from 1.4% to 1.6%,
NRD Group from 0.9% to 1.0%, NRD CS from 1.4% to 1.6% and (3) an increase in specific risk. Although the weighted cost of
capital level increased at the Company level, this effect was offset by the improvement in the free cash flow forecast of the
companies and the increase in the fair value of financial assets. The reasons for the increase in the fair value of the Company's
financial assets are that the free cash flow forecasts of NRD CS and Novian PRO companies were improved compared to the
2023 forecasts. The adjustments are based on higher actual cash flows in 2024 than forecast in 2023, contractual and planned
projects and other general assumptions, such as sales growth, cost and profitability levels and investment expenses for the
development of the companies in 2025-2029.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
20
5 Cash and cash equivalents
At 31 December 2025
At 31 December 2024
Cash in bank accounts
1,712
1,391
Total cash and cash equivalents
1,712
1,391
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 2025 and 2024. Credit risk arising from cash and cash equivalents is
disclosed in Note 18.1.
6 Loans
As at 31 December 2025 and 2024, the expected credit loss was estimated not to be material and was, therefore, not recognized
in these financial statements.
Loans
At 31 December 2025
At 31 December 2024
Classified as current asset
3,095
3,095
Loans
3,095
3,095
Total value of loans
3,095
3,095
As at 31 December 2025, the Company had granted short-term loans to UAB Novian amounting to EUR 3,095 thousand. A loan
of EUR 1,895 thousand is repayable on 15 December 2026. The remaining short-term loans granted to UAB Novian are
repayable on 30 September 2026 and 28 February 2026, together with accrued interest. Accrued interest on the loans has been
fully settled. As at the date of issuance of these financial statements, a loan of EUR 250 thousand, which was due on 28 February
2026, had been fully repaid.
As at 31 December 2024, the Company had granted short-term loans to Novian EUR 3,095 thousand. The loan of EUR 1,895
thousand was reclassified from long-term to short-term, its expected repayment date is 31 October 2025. The repayment date
of short-term loans, granted to UAB Novian and accrued interest is 30 June 2025. As of 31 December 2024, the accrued interest
on the loans granted was fully paid.
7 Reserves and own shares
As at 31 December 2025, the Company‘s reserves consisted of the reserve for acquisition of own shares amounting to EUR
9,800 thousand, share based payment reserve amounting to EUR 165 thousand, and legal reserve amounting to EUR 354
thousand (EUR 9,800 thousand, EUR 208 thousand, and EUR 354 thousand as at 31 December 2024, respectively). The
reserves were formed upon appropriation of the Company’s result 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 2025 and 2024 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 may decide to transfer the amounts not used for acquisition of own shares to the retained earnings. The Company’s
management did not have a formally approved program for buy-up of its own shares as at the reporting date.
Share-based payments reserve
In 2025 and 2024, the Company did not enter into any additional agreements with its subsidiaries regarding stock options. As at
31 December 2025 and 31 December 2024 all payments for the reserved shares have been received by the Company.
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 2025 and 2024.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
21
7 Reserves and own shares (cont’d)
Share options and exercise prices are as follows for the reporting periods presented:
Number of shares
Exercise price per share
Outstanding at 31 December 2023
55,627
-
Forfeited (from 2021 stream)
(1,246)
2.74
Forfeited (from 2022 stream)
(229)
2.69
Exercised (from 2021 stream)
(1,823)
2.74
Exercised (from 2022 stream)
(333)
2.69
Outstanding at 31 December 2024
51,996
-
Forfeited (from 2021 stream)
-
2.74
Forfeited (from 2022 stream)
(227)
2.69
Exercised (from 2021 stream)
(19,711)
2.74
Exercised (from 2022 stream)
(8,649)
2.69
Outstanding at 31 December 2025
23,409
-
Values of share options’ transactions according to schemes:
1st scheme
2nd scheme
Outstanding at 31 December 2023
155
28
Granted
-
35
Forfeited
(4)
-
Exercised
(6)
-
Change due to the purchase price of own shares and the compensated price by
subsidiaries
-
-
Outstanding at 31 December 2024
145
64
Granted
-
35
Forfeited
(1)
-
Exercised
(77)
-
Change due to the purchase price of own shares and the compensated price by
subsidiaries
-
-
Outstanding at 31 December 2025
67
99
Own shares
During 2025, the Company purchased 53,749 of its own shares on the stock exchange, paying a maximum set price of 3.5 euros
per share. During 2024, the Company purchased 86,370 of its own shares on the stock exchange, paying a maximum set price
of 2.5 euros per share. The purpose of the acquisition of part of its own shares is to fulfill obligations related to stock option
programs for employees of the Company's subsidiaries and/or to reduce the company's authorized capital by canceling the
treasury shares acquired.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
22
8 Provisions
As at 31 December 2025 and 31 December 2024, 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.
At 31 December 2025
At 31 December 2024
Success fee
9,646
6,348
Accrued management fee
534
534
10,180
6,882
Movements of success fee and accrued management fee were recorded during the year.
Opening balance at 1 January 2025
6,882
Increase of success fee
3,298
Closing balance at 31 December 2025
10,180
9 Other current liabilities
At 31 December 2025
At 31 December 2024
Management fee
221
205
Accrued audit expenses
15
16
Payable depository fee
13
11
Trade payables
2
2
Total other current liabilities
251
234
10 Net Asset Value (a non-IFRS measure)
At 31 December 2025
At 31 December 2024
Net asset value, total, EUR
64,624,072
51,432,175
Net asset value per share, EUR
5,4013
4.2896
11 Dividends and interest income
2025
2024
Interest income
291
369
Dividend income
1,200
1,400
Total
1,491
1,769
12 Other expenses (including remuneration for statutory audit)
2025
2024
Depository fees
51
41
Professional services
49
100
Wage and salary expenses
35
35
Stock exchange and securities fees
30
26
The Company’s statutory audit fee
18
17
VAT expenses of the Company’s statutory audit fee
4
3
Other expenses
2
2
Other expenses (total)
189
224
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
23
12 Other expenses (including remuneration for statutory audit)
2025 and 2024 the Company’s statutory audit was performed by UAB BDO auditas ir apskaita. In 2025 and 2024 UAB BDO
auditas ir apskaita did not provide any non-audit services (including other assurance services and tax advisory services).
In 2025 and 2024 the Company recognized wage and salary expenses of EUR 35 thousand in relation with the share-based
payment schemes regarding the fair value of the options granted under the second share-based compensation plan allocated
for the year 2024 (see note 7).
13 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.
14 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
2025
Number of shares
(thousand)*
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)*
Shares outstanding as at 31 December 2024
11,990
0.29
365/365
11,990
Own shares sold as at 30 January 2025
19
0.29
336/365
17
Own shares sold as at 24 February 2025
1
0.29
311/365
1
Own shares purchased as at 22 April 2025
(54)
0.29
254/365
(37)
Own shares sold as at 30 April 2025
-
0.29
246/365
-
Own shares sold as at 30 June 2025
8
0.29
185/365
4
Own shares sold as at 16 July 2025
-
0.29
169/365
-
Shares outstanding as at 31 December 2025
11,964
0.29
-
11,975
*The company sold a total of 28,360 units own shares and bought 53,749 units own shares in 2025
The weighted average number of shares for 12 months of reporting period was as follows:
Calculation of weighted average for the year
2024
Number of shares
(thousand)*
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)*
Shares outstanding as at 31 December 2023
12,074
0.29
366/366
12,070
Own shares sold as at 26 January 2024
-
0.29
340/366
-
Own shares sold as at 2 April 2024
1
0.29
273/366
1
Own shares purchased as at 22 May 2024
(86)
0.29
223/366
(53)
Own shares sold as at 28 May 2024
-
0.29
217/366
-
Own shares sold as at 5 July 2024
-
0.29
179/366
-
Own shares sold as at 17 September 2024
-
0.29
105/366
-
Shares outstanding as at 31 December 2024
11,989
0.29
-
12,022
* The company sold a total of 2,156 units own shares and bought 86,370 units own shares in 2024
The following table reflects data on profit and shares used in the basic earnings per share computations:
2025
2024
Net profit attributable to the equity holders of the parent entity (EUR ‘000)
13,346
8,089
Weighted average number of ordinary shares (thousand)
11,975
12,022
Basic and diluted earnings per share (EUR)
1.11
0.67
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
24
15 Related-party transactions
The related parties of the Company were directly and indirectly managed subsidiaries (note 4) and management company.
The Company’s transactions with other related parties during 2025 and outstanding balances as at 31 December 2025 were as
follows:
Revenue and income
from related parties
Purchases from
related parties
Receivables from
related parties
Payables to related
parties
UTIB „INVL Technology“
subsidiaries
Loans
-
-
3,095
-
Interest on loans
285
11
-
-
Dividends
1,200
-
-
-
Management company UAB “INVL
Asset management”
Success fee
-
3,298
-
10,180
Management fee
-
844
-
221
1,485
4,142
3,095
10,401
The Company’s transactions with other related parties during 2024 and outstanding balances as at 31 December 2024 were as
follows:
Revenue and income
from related parties
Purchases from
related parties
Receivables from
related parties
Payables to related
parties
UTIB „INVL Technology“
subsidiaries
Loans
-
-
3,095
-
Interest on loans
364
11
-
-
Dividends
1,400
-
-
-
Management company UAB “INVL
Asset management”
Success fee
-
1,976
-
6,882
Management fee
-
641
-
205
1,764
2,628
3,095
7,087
Changes in loans and bonds granted to subsidiaries:
2025
2024
Outstanding as at 1 January
3,095
3,249
Interest charged
285
364
Interest received
(285)
(468)
Loans granted
-
400
Loans repaid
-
(450)
Outstanding as at 31 December
3,095
3,095
All transactions with related parties are subject to the same terms and conditions that are applicable to third parties.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
25
16 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 is responsible for the Company’s entire portfolio and considers the business to have a single
operating segment. The Investment committee’s asset allocation decisions are based on a single, integrated investment strategy,
and the Company’s performance is evaluated on an overall basis.
The internal reporting provided to the Investment committee for the Company’s assets, liabilities and performance 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 11. The Company has no
significant fixed assets.
17 Financial instruments by category
The Company’s financial assets at fair value through profit or loss consisted of assets in Level 3. The Company has no
instruments in Level 1 and 2.
At amortized cost
At fair value through
profit or loss
Total
At 31 December 2025
Financial assets as per statement of financial position
Financial assets at fair value through profit or loss
-
70,248
70,248
Loans
3,095
-
3,095
Cash and cash equivalents
1,712
-
1,712
Total
4,807
70,248
75,055
At amortized cost
At fair value through
profit or loss
Total
At 31 December 2024
Financial assets as per statement of financial position
Financial assets at fair value through profit or loss
-
54,062
54,062
Loans
3,095
-
3,095
Cash and cash equivalents
1,391
-
1,391
Total
4,486
54,062
58,548
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
26
18 Financial instruments by category (cont’d)
At amortized cost
At 31 December 2025
Financial liabilities as per statement of financial position
Trade payables
2
Other current liabilities
249
Total
251
At amortized cost
At 31 December 2024
Financial liabilities as per statement of financial position
Trade payables
3
Other current liabilities
231
Total
234
18 Financial risk management
18.1 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.
The Company’s financial liabilities consist of trade 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.
The Company’s business objective is to achieve medium to long-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
2025
EUR
+100
(31)
-100
31
2024
EUR
+100
(31)
-100
31
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
27
18 Financial risk management (cont’d)
18.1 Financial risk factors (cont’d)
In 2025 and 2024 the Company had loans in total EUR 3,095 thousand. The interest rate for EUR 1,895 thousand loan is base
interest rate and 3-month EURIBOR, for EUR 250 thousand loan – fixed interest and for the rest loans is base interest rate and
6-month EURIBOR and are calculated on the last day of each month.
Price risk
The Company’s investments are susceptible to price risk arising from uncertainties about future values of the investments that
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 2025, the fair value of the Company’s investments exposed to price risk was EUR 70,248 thousand (31
December 2024: EUR 54,062 thousand).
Liquidity risk
The Company’s policy is to maintain sufficient cash and cash 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
ensuring an effective planning of the Company’s funding.
The Company’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2025 and 2024 was approximately
19.2.
As at 31 December 2025 the current assets of the Company were higher than current liabilities by EUR 4,556 thousand. The
management of the Company forecasted the cash flows of the Company for 2026 and indicates that the Company will have
sufficient funds to cover liabilities, which fall due in 2026.
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
Trade payables and other current liabilities
251
-
-
-
251
At 31 December 2025
251
-
-
-
251
Up to 3 months
4 - 12 months
2 to 5 years
Over 5 years
Total
Trade payables and other current liabilities
234
-
-
-
234
At 31 December 2024
234
-
-
-
234
The company has no liquidity problems and there are no expectations that they will arise in the foreseeable future.
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
28
18 Financial risk management (cont’d)
18.1 Financial risk factors (cont’d)
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.
The Company manages the Company’s portfolio of investment instruments in compliance with the following main principles of
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.
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 reinstated. In both 2025 and 2024, the
Company contacted the supervisory authority to inform them about the situation and provide explanatory reasons.
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), the Company’s exposure to credit risk arises from default of the counterparty. The maximum exposure to credit risk
was equal to the carrying amount of these instruments:
Assets with no credit rating assigned
At 31 December 2025
At 31 December 2024
Loans
3,095
3,095
Cash and cash equivalents
1,712
1,391
Total assets with no credit rating assigned
4,807
4,486
INVL TECHNOLOGY UTIB
company code 300893533 Gynėjų str. 14, Vilnius, Lithuania
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousands unless otherwise stated)
29
18 Financial risk management (cont’d)
18.1 Financial risk factors (cont’d)
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 2025 and 2024 the
Company‘s cash balances were held in the financial institutions which have not been assigned individual credit ratings, but the
controlling financial institutions of which have been assigned “Prime-1“ rating by Moody’s agency. All cash balances have low
credit risk at the reporting date and the impairment loss, determined based on 12-month expected credit losses, is insignificant.
The credit risk of loans granted is described in more details in Note 6.
18.2 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).
The Company’s principal financial instruments that are not carried at fair value in the statement of financial position are cash
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 2025 and 2024 approximated their fair value
because they are short-term and the impact of discounting is immaterial.
In the management’s opinion, the interest rate of short-term and long-term loans corresponds to market conditions, therefore it
is considered that their value in 2025 and 2024 was close to their fair value.
18.3 Capital management
The Company’s 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. The Company‘s
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 Company’s management
with the necessary information.
The Company‘s capital comprises share capital, share premium, reserves and retained earnings. 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 2025, 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 2025 and 2024 the Company complied with this requirement.
19 Events after the reporting period
A proposal to extend the company’s operational term by two years was approved at the Extraordinary General Meeting of
Shareholders held on 5 February 2026. The Company’s term of operations, which until now was set to end on 14 July 2026, is
extended for two additional years – until 14 July 2028.
SPECIAL CLOSED-ENDED TYPE
PRIVATE CAPITAL INVESTMENT COMPANY‘S
INVL Technology
ANNUAL MANAGEMENT REPORT FOR 2025
ANNUAL MANAGEMENT REPORT FOR 2025
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 2023 - 2025 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 The IT company Novian 53
5 3 Cybersecurity company 58
5 4 Reconciliation of adjusted profit metrics – portfolio companies 63
6 Assessment of objectives achieved in 2025 64
III INFORMATION ABOUT SECURITIES 65
7 The order of amendment of Issueer’s Articles of Association 65
8 Structure of the authorized capital 65
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 65
10 Dividends 68
11 Shareholders 69
11 1 Information about shareholders of the Company 69
11 2 Rights and obligations carried by the shares 70
11 2 1 Rights of the shareholders 70
11 2 2 Obligations of the shareholders 70
IV ISSUER’S MANAGEMENT BODIES 72
12 Structure, authorities, the procedure for appointment and replacement 72
Translation note:
This version of the Annual Management Report for the year of 2025 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 MANAGEMENT REPORT FOR 2025
32
12 1 General Shareholders’ Meeting 72
12 1 1 Powers of the general shareholders’ Meeting 72
12 1 2 Convocation of the general shareholders’ Meeting of INVL Technology 73
12 2 The Management Company and Investment Committee 74
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 76
14 Information about the Audit Committee of the company 82
14 1 Procedure of work of the Audit Committee 82
14 2 Structure of the Audit Committee 82
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 84
V OTHER INFORMATION 85
16 References to and additional explanations of the data presented in the annual financial statements and consolidated financial
statements 85
17 Agreements with intermediaries on public trading in securities 85
18 Information on Issuer’s branches and representative offices 85
19 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 85
20 Description of principle advantages, risks and uncertainties 85
21 Description of principal investments made during the reporting period 90
22 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 91
23 Information about any control systems in the employee share plan that are not exercised directly by employees 91
24 Information on the related parties’ transaction 91
25 Information on harmful transactions in which the issuer is a party 91
26 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 91
26 1 Employees 91
26 2 Environmental protection and actions regarding climate change 91
26 3 Information about activities of the Company in the field of research and development 91
26 4 Implementation of international sanctions 91
26 5 Fight against corruption and bribery 91
26 6 Key Intangible Resources 92
26 7 Additional non-financial information, the disclosure of sustainability-related information 92
27 Information on significant changes in the information provided to investors in accordance with Article 18 of the LMACIU
28 Data on the publicly disclosed information 92
29 Information about the audit company 94
APPENDIX 1 INFORMATION ABOUT INVL TECHNOLOGY PORTFOLIO COMPANIES, THEIR CONTACT
DETAILS 95
APPENDIX 2 CORPORATE GOVERNANCE REPORTING FORM 97
APPENDIX 3 INFORMATION ABOUT COMPAN‘YS MANAGEMENT 113
APPENDIX 4 COMPANY’S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS 115
APPENDIX 5 INFORMATION ABOUT REMUNERATION 117
ANNUAL MANAGEMENT REPORT FOR 2025
33
FOREWORD OF THE MANAGING PARTNER OF INVL TECHNOLOGY
INVL Technology’s net profit grew
64% to EUR 13 3 million
The year 2025 was a time of significant growth for INVL Technology. The company earned an audited net profit of EUR 13.3 million,
or 64% more than in 2024, and had a net asset value of EUR 64 6 million at the end of the year, which is 26% more than a year
earlier Net asset value per share rose to EUR 5 40
Over the last three years, the value, profitability and cash flows of our portfolio companies’ have grown, boosting their attractiveness
to investors and setting the stage for the return of capital to investors
Across Europe, we are seeing a growing focus on digital sovereignty, the importance of cybersecurity, changes in the regulatory
environment, and the advancement of artificial intelligence. This offers a favourable setting for our companies to operate in the
areas of cybersecurity, digital assets, space, defence and aviation
Strong technological potential, experience, clear strategic direction, and growing market segments will provide a solid foundation
for INVL Technology’s continued success
Performance of business holdings
According to audited figures, the Novian group, which constitutes the largest part of INVL Technology’s portfolio, was valued at
EUR 29 4 million at the end of 2025, or 34% more than in 2024 While audited consolidated revenue remained stable, at EUR 40 2
million, the group successfully increased its profitability as normalized EBITDA grew 23% to EUR 3.5 million. In coming years,
the main drivers of growth will be artificial intelligence solutions and active expansion in Scandinavia and in German-speaking
markets (the DACH region)
The cybersecurity group NRD Cyber Security had an audited value of EUR 23 7 million at the end of 2025 compared to EUR 17 7
million a year earlier, for a 33% increase in value The group’s revenue rose 24% to EUR 14 2 million, while normalized EBITDA,
reflecting operating efficiency, increased 53% to EUR 2 million. Growth is being fuelled by rising demand for cyber resilience
solutions in the European market and new EU regulations (DORA, NIS2)
The value of NRD Companies grew 20% during 2025 to EUR 16.9 million. The group’s revenue rose by a fifth to EUR 11.9 million
and it saw a sharp jump in profitability, with normalized EBITDA up 65% to EUR 1.9 million. By implementing complex projects
and growing its revenue streams from European countries, NRD Companies is strengthening its market position
Kazimieras Tonkūnas,
Managing Partner at INVL Technology
ANNUAL MANAGEMENT REPORT FOR 2025
34
I General Information
1. Reporting period for which the report is prepared
This Annual Management 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 2025
until 31 December 2025 The Annual Management Report also includes important events of the company and group occurring
after the end of the reporting period The Annual Management 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 Gynėjų St. 14, LT01110 Vilnius, Lithuania
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 2028
Register in which data about the
Company are accumulated and
stored
Register of Legal Entities
Management company
INVL Asset Management UAB, code 126263073, licence No 3 for a management compa-
ny operating under the Law on Managers of Alternative Undertakings for Collective In-
vestment
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
INVL Technology finances, controls and supports responsible development of intangible assets in the managed companies. It
considers companies‘ products, experience, research and development projects, project companies’ knowledge, expertise in fast
growing markets and customer relationships as strategically important for the growth of the value of financial assets.
Intellectual capital is the property of the managed companies Its commercialization is a principal part of the companies‘
transformation strategy
Managed companies have to operate efficiently and grow faster than the sector. Their cooperation is based on market relations.
However, managed companies have priority access to each other’s know-how and experience
ANNUAL MANAGEMENT REPORT FOR 2025
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
operationalization of e-registers and government e-services. With offices in Norway and
Lithuania and over 120 employees, the company has delivered projects in more than 60
countries
NRD Companies is a parent company for the following subsidiary corporations: Norway
Registers Development AS, NRD Digital More information: www nrdcompanies com
Novian: a leading Baltic IT company. This provider of software development and
other IT services and solutions delivers advanced projects for business and the public
sector around the world, including work in over 50 countries in recent years Novian is
headquartered in Vilnius, Lithuania, with offices on 2 continents –in the Baltics, Norway,
Moldova, and Rwanda– and more than 250 employees
NRD Cyber Security: a cybersecurity company. NRD Cyber Security is a company
that offers cybersecurity solutions, consulting, and other services. Based in Vilnius, it
employs 65+ people, has delivered projects in over 55 countries and focuses on managed
security services as well as development, scaling and export of cybersecurity solutions
Also:
The group also owns the business process outsourcing company FINtime UAB,
which provides centralized financial management, accounting and front-office services
and operates the premises of the main office of INVL Technology companies.
ANNUAL MANAGEMENT REPORT FOR 2025
36
2.3.1. Structure of the portfolio companies of INVL Technology
Structure of the portfolio companies of INVL Technology
* NRD Bangladesh Ltd is in the process of liquidation
ANNUAL MANAGEMENT REPORT FOR 2025
37
2.3.2. Geography of INVL Technology’s portfolio companies
ANNUAL MANAGEMENT REPORT FOR 2025
38
II
INFORMATION ABOUT THE ISSUER’S AND ITS GROUP COMPANIES’ ACTIVITY
3. Key figures of INVL Technology
3.1. Net Asset Value, EUR
31-12-2023 31-12-2024 31-12-2025
NAV 43,528,832 51,432,175 64,624,072
NAV per share 3 6052 4 2896 5 4013
3.2. Key figures of INVL Technology, thous. EUR
12 months of 2023 12 months of 2024 12 months of 2025
Change in the fair value of financial assets 9,949 9,172 16,186
Dividends, interest and other incomes 792 1,769 1,491
Operating expenses (5,569)
1
(2,841)
2
(4,331)
3
Finance cost (7) (11) -
Net profit (loss) 5,165
1
8,089
2
13,346
3
31-12-2023 31-12-2024 31-12-2025
Financial assets value 44,890 54,062 70,248
Cash and Cash equivalents 749 1,391 1,712
Loans 3,249 3,095 3,095
TOTAL ASSETS
48,888 58,548 75,055
Other liabilities 5,059 7,116 10,431
Borrowings 300 - -
Equity 43,529 51,432 64,624
TOTAL EQUITY AND LIABILITIES
48,888 58,548 75,055
1
The recognition of the success and accumulated management fees had an impact of EUR 4,906 thousand on the 2023 result
2
The increase in the success fee provision had an impact of EUR 1,976 thousand on the 2024 result
3
Including the provision for success and accrued management fees amounting to EUR 3,297 thousand as at 2025
Equity of the Company, after the revaluation of financial assets, as of 31 December 2025 was EUR 64.62 million or EUR 5.40
per share (vs EUR 4 29 per share at the end of 2024) The Company’s investments in its business holdings at the end of 2025
amounted to EUR 70 25 million
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 MANAGEMENT REPORT FOR 2025
39
3.3. Financial assets, thous. EUR
Company 31-12-2024 31-12-2025
NRD Cyber Security 17,782 23,748
NRD Companies (includes Norway Registers Development AS, NRD
Digital UAB)
14,141 16,935
Novian (includes Novian Technologies UAB, Novian Systems UAB, Novian
Novian (includes Novian Technologies UAB, Novian Systems UAB, Novian
Eesti, Andmevara SRL, Zissor, Novian Pro UAB, Novian Rwanda Ltd )
Eesti, Andmevara SRL, Zissor, Novian Pro UAB, Novian Rwanda Ltd )
21,991 29,427
FINtime 148 138
Total 54,062 70,248
3.4. Dynamics of the value of financial assets, thous. EUR
Company 31-12-2016*
Dividends (-)/
Investments (+)
31-12-2025
Internal rate
of return**
NRD Cyber Security 1,908 (4,500) 23,748 38 5%
NRD Companies 2,870 - 16,935 21 8%
Novian 11,665 (2,020) 29,427 12 3%
Of which
Technology and
digitization area
6,691 (3,909) 15,894 13 9%
Software services area 3,955 (1,424) 13,157 16 9%
FINtime 253 (39) 138 -4 6%
Total 16,696 (6,559) 70,248 19.5%
* The companies managed by INVL Technology are grouped according to the 31-12-2025 structure, 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
3.5. Change in fair value of financial assets, thous. EUR
Opening balance (01-01-2025) 54,062
Revaluation, excluding dividends 17,386
Dividends awarded* (1,200)
Closing balance (31-12-2025) 70,248
* NRD CS declared and paid dividends of EUR 1,200 thousand in 2025
ANNUAL MANAGEMENT REPORT FOR 2025
40
3.6. Key figures of INVL Technology portfolio companies
Aggregated indicators of INVL Technology portfolio companies, thous EUR
0
10 000
20 000
30 000
40 000
50 000
60 000
70 000
80 000
90 000
2021 2022 2023 2024 2025
Aggregated revenue
H1 H2
Thous. Eur 2021 2022 2023 2024 2025
Revenue
*
41,578 51,362 63,855 69,368 77,424
Gross profit
*
11,778 14,105 17,123 19,524 22,435
EBITDA
**
2,946 2,490 3,538 5,373 7,461
EBIT
**
1,510 1,031 2,062 3,795 5,978
NET profit (loss)
**
983 298 822 2,142 4,082
*
In 2025, the accounting policy for research and experimental development (R&D) activities in the Novian and NRD Cyber Security groups was changed. Comparative revenue and gross profit
figures are presented as adjusted.
**
Profit metrics are adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided on page 63.
Revenue of INVL Technology by country, thous EUR
67%
17%
16%
2024
Lithuania
Other European
countries
Non-European
countries
During the reporting period, the companies owned and managed by INVL Technology conducted operations in 74 countries, with
36% of income generated by activities abroad Operations in Lithuania accounted for 64% of revenue
-1 000
0
1 000
2 000
3 000
4 000
5 000
6 000
7 000
8 000
2021 2022 2023 2024 2025
Aggregated EBITDA
H1 H2
64%
18%
18%
2025
Lithuania
Other European
countries
Non-European
countries
ANNUAL MANAGEMENT REPORT FOR 2025
41
3.7. Performance indicators for INVL Technology in Indexes 2023 - 2025
2023 2024 2025
Net Asset Value per share, EUR 3 6052 4 2896 5.4013
Total Net asset value (equity value), thous EUR 43,529 51,432 64,624
Return on equity (ROE) = net profit / equity * 100 11 87% 15 73% 20.65%
Earnings per share (EPS) = net profit / number of shares 0 43 0 67 1.11
Debt ratio = liabilities/ assets 0 110 0 122 0.139
Change in fair value, thous EUR 9,949 9,172 16,186
Net profit, thous. EUR 5,165 8,089 13,346
Ratio of liquid assets to total assets = cash and cash
equivalents/assets
1 53% 2 38% 2.28%
Ratio of investment in one operating company to net asset
value*
36 27%** 31 70%** 36.75%
* For the convenience of investors, the Company publishes definitions and formulas for the alternative performance measures (APMs) it uses on its website as well as in
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
** Diversification requirements not met for reasons beyond the control of the management company must be recovered within 1 year. In exceptional cases, the deadline
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 As of
the date of these reports, the diversification requirement had not been restored. In 2025 and 2024, the Company contacted the supervisory authority to inform it of the
situation and provide an explanation of the reasons
ANNUAL MANAGEMENT REPORT FOR 2025
42
4. Significant Issuer’s events during the reporting period, effect on the financial statement
Significant events during the reporting period
FINANCIAL REPORTS
•
7 April 2025 INVL Technology announced results for 2024 As of 31 December 2024, the Company’s equity and net asset
value amounted to EUR 51,432,175, or EUR 4.2896 per share. The audited net profit of “INVL Technology” for 2024 totalled
EUR 8 09 million
•
30 April 2025 INVL Technology announced preliminary results for 3 months of 2025 As of 31 March 2025, the Company’s
equity and net asset value amounted to EUR 51 36 million, or EUR 4 2767 per share, compared to EUR 51 43 million and EUR
4 2896 per share at the end of 2024 At the end of March 2025, the Company’s investments in managed companies totalled
EUR 54.16 million (EUR 45.35 million at the end of March 2024). The Company’s net profit for the first three months of 2024
amounted to EUR 0.279 million, while in the first three months of 2025 the Company recorded a net loss of EUR 0.079 million.
•
26 August 2025 INVL Technology announced its results for the first six months of 2025. The equity of the Company and its net
asset value as of 30 June 2025 was EUR 52.03 million or EUR 4.35 per share (at the end of 2024, these figures were EUR 51.43
million and EUR 4 29 respectively) The Company’s investments in its business holdings at the end of June 2025 amounted to
EUR 54.15 million (versus EUR 44.44 million at the end of June 2024). Net profit for the first six months of 2025 was EUR 0.766
million (versus the net loss of EUR 0 624 million for the same period in 2024)
•
31 October 2025 INVL Technology announced its preliminary results for the first nine months of 2025. The equity of the
Company and its net asset value as of 30 September 2025 was EUR 53 36 million or EUR 4 46 per share (at the end of 2024,
these figures were EUR 51.43 million and EUR 4.29 respectively). The Company’s investments in its business holdings at the
end of September 2025 amounted to EUR 56.0 million (versus EUR 44.83 million at the end of September 2024). Net profit for
the first nine months of 2025 was EUR 2.1 million (versus net profit of EUR 1.11 million for the same period in 2024).
GENERAL MEETINGS OF SHAREHOLDERS
•
30 April 2025 The Company announced the resolutions of the Ordinary General Meeting of Shareholders held on this day
The shareholders were briefed on the Company’s annual management report for 2024, the independent auditor’s report on
the Company’s financial statements and annual management report, and the recommendation of the Company’s Investment
Committee regarding the draft profit (loss) distribution and the draft remuneration report. The shareholders approved the
Company’s remuneration report as part of the Company’s annual management report for 2024, approved the Company’s
financial statements for 2024, and adopted a decision on the distribution of the Company’s profit. The shareholders were
also informed of the Management Company “INVL Asset Management” notification regarding the share buyback price and
established the procedure for the acquisition of own shares In addition, the shareholders set the hourly remuneration for
members of the Audit Committee, were presented with the activity report of the Audit Committee, and approved a new version
of the regulations of the Company’s Audit Committee
LEGAL REGULATION
•
5 February 2025 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 5 February
2025, the Management company of the Company approved the updated version of the Prospectus and approved its publication
•
4 July 2025 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 4 July 2025, the
Management company of the Company approved the updated version of the Prospectus and approved its publication
INFORMATION ABOUT MANAGED COMPANIES
•
8 May 2025 NRD Cyber Security, managed by INVL Technology, announced its results of the activity NRD Cyber Security
had consolidated revenue of EUR 10.194 million in 2024, an increase of 37,6% from 2023. Its operating profit grew 23.3% last
year to EUR 1 012 million
•
18 June 2025 It was announced the Novian IT group‘s results of activity of 2024 The group’s consolidated revenue in 2024
amounted to EUR 38 9 million and grew 2 4% compared to 2023 The group’s EBITDA for the 12-month period was EUR 2 57
million and was 2.1 times the previous year’s figure. The operating profit for last year was EUR 1.5 million, or 14.3 times the
amount in 2023
•
29 September 2025 It was announced the Novian software and IT infrastructure services group‘s results of activity of H1 of
2025. The group generated consolidated revenue of EUR 12.5 million in the first half of 2025. While this was lower compared to
EUR 15.9 million in the same period last year, profitability remained stable: normalized EBITDA amounted to EUR 1.05 million,
and gross profit reached EUR 3.89 million. The group also recorded loss impact on H1 2025 EBITDA - EUR 1.659 million related
to a one-off atypical factor that does not affect its normal course of operations.
•
9 October 2025 NRD Cyber Security, managed by INVL Technology, announced its results of the activity for the first half of
2025. NRD Cyber Security consolidated revenue for the first half of this year increased by 45.3% to EUR 5.3 million compared
ANNUAL MANAGEMENT REPORT FOR 2025
43
to the same period in 2024. Gross profit for the comparable period increased by 30.5% to EUR 2.5 million, while EBITDA
increased by 58 2% to EUR 0 9 million
•
14 October 2025 NRD Companies announced its results of activity The group delivered a strong top-line performance, with
consolidated revenue reaching €5 58 million, an increase of 11% compared to the same period in 2024 EBITDA decreased by
4%; however, profitability strengthened considerably in the second quarter, with margins improving to 13% compared to 7%
in the first quarter. Compared to Q2 2024, revenues advanced by 17% and EBITDA grew by 24%, underscoring both robust
demand and the benefits of a diversified portfolio.
SIGNIFICANT EVENTS THAT OCCURED AFTER THE REPORTING PERIOD
•
14 January 2026 INVL Technology announces its decision to call an extraordinary general meeting of shareholders at which
draft resolutions on extending the Company’s term of operations and related amendments to its Articles of Association will be
submitted for consideration
•
22 January 2026 INVL Technology announces that it has completed the process of selecting an M&A investment adviser
Based on the main selection criteria, the Company on 21 January 2026 chose the international consultancy firm ICON Corporate
Finance as investment adviser and signed an intermediation agreement ICON Corporate Finance will act as an intermediary in
the sale of INVL Technology’s entire portfolio of companies
•
5 February 2026 INVL Technology announces that following strong shareholder support, a proposal to extend the company’s
operational term by two years was approved at the Extraordinary General Meeting of Shareholders held on 5 February 2026
According to the resolution adopted at the extraordinary general meeting of shareholders, the Company’s term of operations,
which until now was set to end on 14 July 2026, is extended for two additional years – until 14 July 2028
•
3 March 2026 „INVL Technology“ announces that on 3 March 2026, INVL Technology received a notification from the Bank of
Lithuania informing that the Company was allowed to change the Articles of Association of the Company On 17 February 2026,
a new wording of the Articles of Association of the Company was registered in the Register of Legal Entities The new wording
of the Articles of Association was approved on 5 February 2026 during the General Shareholders Meeting
•
4 March 2026 „INVL Technology“ announces that as of 31 December 2025, according to preliminary data, the equity and net
asset value of “INVL Technology” amounted to EUR 64 6 million – 26% more than a year ago – and their value per share was
EUR 5.4. The unaudited net profit of the company for 2025 amounted to EUR 13.3 million.
•
26 March 2026 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 26 March
2026, the Management company of the Company approved the updated version of the Prospectus and approved its publication
The decision to extend the Company’s term of operations was made in order to ensure strategic flexibility and facilitate the
smooth completion of the investment cycle with a focus on creating long-term value for the Company’s shareholders
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 MANAGEMENT REPORT FOR 2025
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 Incorporated in Norway, headquartered in Lithuania, NRD Companies operates in FinTech, GovTech and practice-
based consulting areas in aiding countries to reach UN sustainable development goals through technological advancements NRD
Companies have a successful track record of implementing projects, such as e-registers, 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 Digital
More information: www nrdcompanies com
NRD Companies group companies
Norway Registers Development AS - a consulting, project leadership and know-how hub for the group based in Sandvika,
Norway
Norway Registers Development AS Lithuanian Branch iis a consulting, project leadership and know-how hub based in
Vilnius, Lithuania
NRD Digital UAB is a technology development company within NRD Companies, combining global leadership in registry and
government systems with innovative FinTech and retail digital platforms
NRD Companies strategic directions
•
Grow our business in strategic areas:
-
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
•
Grow our profitability by transitioning to repeatable solutions and recurring revenue streams.
•
Develop culture to support organizational and personal growth
Products and services of NRD Companies
Products, solutions and services
•
URP – Unified Registry Platform Unified Registry Platform is a comprehensive registry platform that empowers Registry
Authorities to manage business registration, licensing, beneficial ownership disclosure, secured transactions, and other
registry services. It streamlines post-registration processes, ensuring compliance, transparency, and efficiency for businesses
and government institutions
•
Virtual Fiscal Device Management System (VFDMS) – a real-time fiscalization solution designed for Tax Authorities
to enhance VAT collection and reduce tax evasion. It enables secure, cloud-based fiscal data management, minimizing
administrative burdens for businesses while strengthening tax compliance and oversight
•
BUSREG – is a fast and adaptable company registration platform that simplifies and accelerates business registration
processes. It improves regulatory compliance, enhances accessibility, and supports governments in delivering efficient, user-
friendly services for businesses and investors
•
BOREG – Beneficial Ownership Register. A solution for collecting, processing, storing, and publishing appropriate, accurate
and timely data about the ultimate beneficial owners of businesses.
•
CRVS – A civil registration system that protects human rights, provides a unique identity and proof of existence It is referring
to all institutional, legal, and technical settings
•
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 inter-institutional 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 behavior
ANNUAL MANAGEMENT REPORT FOR 2025
45
•
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 – is a platform for SME and Retail loans used by banks and other financial services providers to increase 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 – is a point of sale, counter automation and retail business management solution for the Post offices, focused on
maximizing the revenue from non-postal operations – financial services, delivery of public services and delivery of integrated
3rd-party commercial offerings.
•
NEW PRODUCT: SOCREG – a powerful digital solution that simplifies social protection management, making it easier for
governments to deliver well-targeted, efficient, and transparent social services.
•
NEW FRAMEWORK: GovTech Innovation Accelerator – a methodological framework developed by NRD companies which
enables governments to fast-track digital innovation in public sector by helping them to establish GovTech Labs
•
NEW FRAMEWORK: Digital ID – Digital ID begins with civil records, turning identity data into unique, secure, and verifiable
credentials that support national ID systems and digital service delivery
•
NEW PRODUCT: REGSUP – A unified digital solution for managing licensing, compliance, supervision, and enforcement -
empowering regulators with end-to-end oversight, smarter workflows, and data-driven decision-making.
•
NEW PRODUCT: UCXP – Unified digital customer experience platform for utility providers, enabling secure self-service, real-
time communication, and automated customer interaction in regulated environments
NRD Companies results for 2025
Key profit (loss) items, thous. EUR
NRD Companies
*
2024 2025
Revenue
9,954 11,929
Gross profit
4,589 5,345
EBITDA
1,164 1,926
EBIT
851 1,599
Net profit (Loss)
458 906
Key balance sheet items, thous EUR
NRD Companies
*
31-12-2024 31-12-2025
Tangible assets
524 428
Intangible assets
193 103
Other non-current assets
363 21
Current assets
6,038 6,348
Of which cash
1,181 1,137
Total assets
7,118 6,900
Equity
2,427 3,079
Non-current liabilities
388 165
Of which financial debt
301 78
Current liabilities
4,303 3,656
Of which financial debt
214 234
ANNUAL MANAGEMENT REPORT FOR 2025
46
Total liabilities and equity
7,118 6,900
* The unaudited consolidated results of NRD Companies group are presented. The audits of standalone financial statements for 2025 of group companies are in progress. Profit
metrics are adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided on page 63.
ANNUAL MANAGEMENT REPORT FOR 2025
47
Consolidated revenue and EBITDA of NRD Companies group, thous EUR
0
2 000
4 000
6 000
8 000
10 000
12 000
14 000
2021 2022 2023 2024 2025
Consolidated revenue
H1 H2
-1 000
-500
0
500
1 000
1 500
2 000
2 500
2021 2022 2023 2024 2025
Consolidated EBITDA
H1 H2
Thous. EUR 2021 2022 2023 2024 2025
Revenue 6,347 8,079 10,776 9,954 11,929
EBITDA*
312 179 1,058 1,164 1,926
NRD Companies revenue by country and sector
37%
7%
56%
2025
Lithuania
Other European
countries
Non-European
countries
20%
37%
20%
15%
8%
2025
Registry
authorities
Government
institutions
Tax
authorities
Financial
institutions
Retailers and
post offices
28
32
28
21
25
0
10
20
30
40
2021 2022 2023 2024 2025
Number of countries
* EBITDA is adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided on page 63.
ANNUAL MANAGEMENT REPORT FOR 2025
48
Strategic Highlights – FY 2025
In 2025, NRD Companies strengthened its position as a global GovTech partner by scaling delivery of digital transformation
projects and expanding its international pipeline The group actively shaped global digital agendas, participating in 24 high-level
conferences and publishing 44 thought leadership articles across e-Services, e-Registries, e-Tax, e-Banking, and e-Governance
Proactive engagement efforts spanned 112 countries, with 294 potential clients and partners, further fostering long-term growth
opportunities
A key strategic milestone was the consolidation of technology capabilities: ETRONIKA was merged into NRD Systems and a
company renamed into NRD Digital, enhancing delivery capacity, operational efficiency, and ability to execute complex, large-
scale projects globally
Delivery capacity remained strong, with 26 projects implemented across 25 countries, including 8 new engagements launched
and 9 successfully completed, demonstrating consistent execution at scale
The company continued to strengthen its product portfolio, achieving GovStack certification and inclusion into GovStack
marketplace as a digital public good In addition, three new solutions were launched - REGSUP©, SOCREG©, and UCXP©
Notably, Belize FSC’s Secured Transactions and Collateral Registry was awarded as a leading public-sector digital innovation at
the Corporate Registers Forum 2025
Client satisfaction improved across all key dimensions, with overall service rating reaching 8 77 on a scale of 10 (+7% compared
to 2024), reflecting strong performance in technical expertise, subject matter knowledge, and reliability - supporting repeat
business and long-term government partnerships
Overall, 2025 was marked by increased global visibility, strengthened delivery capabilities, and continued product innovation,
positioning NRD Companies for scalable growth in digital public infrastructure
Significant projects in 2025
Lesotho
Revenue Services Lesotho
NRD Companies successfully completed a project 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 is based on NRD Companies’ proprietary platform VFDMS and also provides modern tools for VAT return
filings, automating and thus speeding up the submission of VAT returns, assessing them, and processing VAT refunds. It was
funded by the African Development Bank In addition to system development and implementation, NRD Companies implemented
a comprehensive set of advisory services The advisory component included reviewing existing legal frameworks and 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
NRD Companies has continued an ambitious project in Zimbabwe aiming to design and implement a virtual fiscalization solution for
Zimbabwe Revenue Authority (ZIMRA) Within this project NRD Companies helps Zimbabwe National Tax Authority to modernize
fiscalization infrastructure, which is now hardware based, fiscal devices. NRD Companies started the development of a new Virtual
Fiscalization solution - Fiscalization Data Management System, based on its proprietary platform VFDMS A new system will help
to control tax income and combat tax evasion. It will also support software-based fiscalization and real-time communication with
the Tax authority, ZIMRA, which represents a major step forward in the fiscalization rules.
Belize
Ministry of Finance, Economic Development, and Investment
NRD Companies successfully completed the 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 key component was the design, development and
implementation of a Digital Registry System for the Vital Statistics Unit The new registry system expedites and facilitates 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 successfully completed the development and implementation of an Electronic Business Registration System
(eBRS) in Laos, in collaboration with the Ministry of Industry and Commerce (MoIC) This strategic, countrywide initiative
modernized and enhanced business registration services through a fully integrated, end-to-end online system The new platform
enables fast, efficient, and user-friendly business registration while offering clear and comprehensive information on procedures.
As a result, the project has significantly improved the business environment in Laos and supports the country’s economic
development The system is designed to assist entrepreneurs in registering businesses and aligns with international standards
for information provision and exchange
ANNUAL MANAGEMENT REPORT FOR 2025
49
Sint Maarten
National Recovery Program Bureau
NRD Companies successfully completed Management Consultancy services and the Digital Government Transformation Project
for National Recovery Program Bureau in Sint Maarten. The project aimed to improve the accessibility, efficiency, and resilience
of selected administrative public services for citizens and businesses Throughout this complex 4 year long project spanning from
the establishment of a political framework to providing management consultancy services, NRD Companies alongside The World
Bank will created the country’s digital strategy This included strategies and frameworks for designing and building the systems,
reengineering processes, establishing technical requirements, and supervising the selection of suppliers The project aimed to
improve the accessibility, efficiency, and resilience of selected administrative public services for citizens and businesses.
Burundi
PAFEN (Projet d’Appui aux Fondations de l’Economie Numérique)
NRD Companies, in consortium with C2D Services, successfully completed the development of Burundi’s National e-Government
Strategy and Action Plan This initiative aimed to modernize public sector operations by leveraging digital tools to enhance service
efficiency, transparency, and cost-effectiveness. The strategy established organizational, institutional, and governance frameworks to
guide e-Government implementation, drawing from global best practices in security, interoperability, and digital governance structures
The project seek to transform public service delivery and streamline administrative processes for greater citizen engagement
Burundi
PAFEN (Projet d’Appui aux Fondations de l’Economie Numérique)
NRD Companies successfully completed a comprehensive study on data management and hosting for the Government of Burundi
The study assessed the country’s current and future needs for data collection, storage, analysis, and dissemination, ensuring that
the proposed hosting infrastructure aligns with national digital governance goals. The findings shaped Burundi’s long-term data
management strategy and support scalable, secure, and cost-efficient digital infrastructure development.
Lesotho
Ministry of Information, Communications, Science, Technology & Innovation (MICSTI)
NRD Companies partnered with Lesotho’s Ministry of Information, Communications, Science, Technology & Innovation (MICSTI)
to deliver comprehensive digital governance policy frameworks The project addressed critical gaps in broadband infrastructure,
data management, and AI ethics Through workshops and stakeholder consultations in January 2025, NRD created three tailored
policies - Broadband & Shared Infrastructure, Data Management, and Artificial Intelligence - aligned with international standards.
These frameworks aim to expand rural broadband, strengthen data privacy and interoperability, and ensure responsible,
transparent AI deployment The initiative also included extensive capacity-building sessions, engaging over 100 stakeholders per
workshop, and received strong endorsement from MICSTI leadership The expected outcomes include improved connectivity,
robust data governance, ethical AI use, and sustainable tech-enabled growth across Basotho communities
Belize
Financial Service Commission (FSC)
NRD Companies has started providing technical support and enhancement services for Belize’s Online Business Registration
System (OBRS), focusing on improving system functionality, expanding digital access, and streamlining the business registration
process
Belize
Financial Service Commission (FSC)
NRD Companies has started the development of a Licensing Management Information System (MIS) for the Financial Services
Commission in Belize. The system will streamline licensing processes across the financial and securities sectors, support
compliance monitoring, and enhance regulatory efficiency.
Maldives
Ministry of Finance and Planning
NRD Companies successfully completed the SME Technology Gap Assessment project in the Maldives, aimed at evaluating the
digital and financial infrastructure supporting SME lending. The project included stakeholder consultations, infrastructure reviews,
and policy recommendations to improve access to finance. A validation workshop and final report submission marked key steps
toward building a more inclusive financing ecosystem for SMEs in the country.
British Overseas Territory
Registry Division of a Financial Regulator in a British Overseas Territory
NRD Companies successfully completed a strategic review of the Registry Division of a financial regulator in a British overseas
territory The project aimed to strengthen the Registry’s role within the jurisdiction’s regulatory ecosystem by assessing
operations, aligning with international standards, and enhancing service delivery Through a structured, consultative approach,
NRD Companies provided actionable recommendations to improve process efficiency, stakeholder engagement, and digital
readiness—laying the foundation for a more transparent, responsive, and future-ready institution
ANNUAL MANAGEMENT REPORT FOR 2025
50
Latin America and the Caribbean (LAC) region
Inter-American Development Bank (IDB)
NRD Companies has started work on a regional initiative led by the Inter-American Development Bank (IDB) to establish the
Pan-American Highway for Digital Health (PH4H) The project aims to develop a harmonized legal and regulatory framework that
enables secure, interoperable cross-border exchange of clinical data across Latin America and the Caribbean In collaboration
with national ministries, PAHO, and other stakeholders, NRD Companies is supporting the creation of standardized agreements
and governance mechanisms to strengthen public health data sharing, improve continuity of care, and advance universal health
coverage through a digitally connected health ecosystem
Palestine
Ministry of Telecommunications and Digital Economy (MTDE)
NRD Companies has partnered with Palestine’s Ministry of Telecommunications and Digital Economy (MTDE) to lay the foundation
for the country’s first GovTech Lab. The project focused on strategic planning, ecosystem mapping, and the development of a
co-creation framework to connect government institutions with startups and innovators By fostering collaboration and aligning
innovation with public sector needs, the initiative aimed to accelerate digital transformation and strengthen citizen-centered
service delivery in Palestine
Lithuania
Lithuanian Customs Department
NRD Companies has started the development of Lithuania’s “Mano Muitinė” portal, commissioned by the Lithuanian Customs
Department. This flagship project aims to create a fully integrated digital platform for customs services - allowing users to self-
declare goods, track shipment clearance, submit secure electronic filings, and apply for an EORI number (Economic Operators
Registration and Identification). The project is being implemented through a custom development approach, driven by collaboration
between NRD Companies’ Individual Solutions Department and other internal teams As one of the most ambitious and technically
complex initiatives in our portfolio, “Mano Muitinė” strengthens NRD Companies’ position as a trusted partner in national digital
transformation and modern public service delivery
Cayman Islands
E-Government Department at Ministry Commerce, Planning & Infrastructure of Cayman Islands
NRD Companies has started an ongoing project to implement an authorization solution integrated into the client’s system using a
third-party platform The project focuses on managing user authentication and securely handling user and login data within the
e-government environment
Kiribati
Ministry of Information, Communication, Transport and Tourism Development
NRD Companies has started an ongoing project in Kiribati to support the Digital Transformation Office in advancing the country’s
digital government agenda The project focuses on developing a national digital strategy, designing secure and scalable systems,
and supporting the implementation of key digital platforms It also includes capacity building in data protection, cybersecurity,
and e-government services. The initiative is expected to improve service accessibility, efficiency, and trust, while establishing a
clear roadmap for citizen-centric digital services
Mauritius
Registrar General Department
NRD Companies successfully completed a project with the Registrar General Department in Mauritius to enhance data security
and system reliability through the establishment of a Backup Site The project included deploying a new Storage Area Network
(SAN), adding server capacity, and implementing automated backup processes The solution improves data protection, reduces
service disruption risks, and enables more efficient delivery of public-facing digital services.
Seychelles
Ministry of Investment, Entrepreneurship and Industry
NRD Companies has started an ongoing project in Seychelles to develop a unified Ease of Doing Business (EODB) ecosystem. The
project focuses on launching a single digital portal, integrating key business services, enabling online payments, and improving
cross-agency processes The solution is expected to reduce administrative burden, increase transparency, and provide a seamless,
user-friendly experience for businesses
Lithuania
Central Mortgage Office / Ministry of Justice
NRD Companies supports the Central Mortgage Office under the Ministry of Justice of Lithuania in the development and
maintenance of key national registries The initiative focuses on the digitalization of legal and property-related records, including
multiple core registers such as mortgage, contracts, wills, and property seizure acts Through continuous system development
and maintenance, the project has improved data accessibility, transparency, and efficiency of public services, while reducing
reliance on paper-based processes and strengthening Lithuania’s digital public infrastructure
ANNUAL MANAGEMENT REPORT FOR 2025
51
Lithuania
State Tax Inspectorate under the Ministry of Finance
NRD Companies supports the State Tax Inspectorate in the development and operational maintenance of the Excise Information
System (AIS), ensuring continuous system functionality and support
Lithuania
State Tax Inspectorate under the Ministry of Finance
NRD Companies supports the State Tax Inspectorate in the maintenance of the Integrated Tax Information System (IMIS),
ensuring continuous system operation and support
Lithuania
Department of Supervision of Social Services under the Ministry of Social Security and Labour
NRD Companies successfully completed a project supporting the Department of Supervision of Social Services in the maintenance
and enhancement of information systems for the qualification and certification of social workers. The project included ongoing
support and development of SGLEP and SDDKAIS systems, ensuring stable system performance, database optimization, and
alignment with evolving legal requirements NRD Companies also provided technical support and advisory services to ensure
efficient operation and continuous adaptation to user and regulatory needs.
Lithuania
State Enterprise Centre of Registers
NRD Companies supports the Centre of Registers in the extension and maintenance of the Persons Register of Lithuania
Lithuania
State Tax Inspectorate
NRD Companies supports the State Tax Inspectorate in the modernization of the Electronic Declaration System (EDS) The project
focuses on improving system usability, enhancing functionality, and simplifying the tax declaration process through continuous
development and system upgrades. The initiative has improved user experience, reduced errors, and increased efficiency of
electronic tax services
Lithuania
Sollo
NRD Companies successfully implemented a bill payment gateway and authorization platform for Sollo, a licensed electronic
payments operator The solution enables payment collection through retail POS terminals across Lithuania, allowing users to
pay for multiple services in a single transaction NRD Companies delivered the system design and development and continues to
provide ongoing support and maintenance, ensuring a secure, scalable, and efficient payment infrastructure for service providers
nationwide
Lithuania
Kautra
NRD Companies has started an ongoing project to implement a Mobile POS solution to modernize onboard services for Kautra
The solution ensures compliance with VMI requirements, enables card payments through integration with Ashburn, and provides
onboard ticket validation It also supports real-time route information display, driver control of onboard systems, and seamless
integration with Kautra’s internal systems
Events in 2025
•
On February 12, 2025, NRD Companies participated at the NDTS Symposium in Trinidad and Tobago, delivering powerful
insights during a dynamic panel discussion on Creating a Digital Economy
•
From February 24 to 28, 2025, NRD Companies participated in the Digital Week - Gibraltar 2025, moderating and leading
discussions on how nations can leverage technology to overcome challenges, accelerate progress, and build adaptable digital
frameworks
•
From March 17 to 20, 2025, NRD Companies attended the World Bank Global Digital Summit 2025 in Washington, DC
•
NRD Companies participated in the WSA Global Congress in Telangana, India, from April 6 to 9, 2025
•
NRD Companies participated in the online even G-20 Compact with Africa (CwA) Domestic Resource Mobilization Peer Learning
Event from May 22 to 24, 2025, sharing our experience on how digital systems can curb illicit financial flows and advance
beneficial t ownership transparency.
•
NRD Companies participated in the E-Governance Conference 2025 in Tallinn, Estonia from May 28 to 29, 2025
•
From June 11 to 12, 2025, NRD Companies participated in EBRA Annual Conference 2025 in Milan, Italy
•
NRD Companies joined a business mission to Brussels together with the Lithuanian Ministry of Foreign Affairs from June 11 to
13, 2025
•
On June 18, 2025, NRD Companies welcomed the Honorary Consuls of Lithuania at the company’s office in Vilnius.
•
From June 23 to 27, 2025, NRD Companies participated in the Internet Governance Forum in Lillestrøm, Norway, contributing
ANNUAL MANAGEMENT REPORT FOR 2025
52
to discussions on how to shape a digital future that is resilient, inclusive, and innovative
•
From September 15 to 19, 2025, NRD Companies participated in the WATAF 7th High-Level Policy Dialogue and General
Assembly in Freetown, Sierra Leone, and spoke at a panel on collaborative frameworks
•
On September 18, 2025, NRD Companies joined the CATA webinar on e-Invoicing in Lesotho, featuring a case study presentation
by Revenue Services Lesotho
•
On September 23, 2025, NRD Companies contributed to Digital@UNGA 2025 in New York, engaging in discussions on digital
technologies for sustainable development
•
On September 25, 2025, NRD Companies presented at an African Development Bank webinar on digital transformation, sharing
insights on successful e-government implementation
•
On October 1, 2025, NRD Companies hosted a delegation from the Federated States of Micronesia in Vilnius, presenting
experience in digital transformation and digital identity
•
From October 7 to 10, 2025, NRD Companies took part in the Corporate Registers Forum 2025 in Tunis, Tunisia, contributing
to discussions on registry modernization
•
From November 3 to 7, 2025, NRD Companies engaged in the ATAF Annual Meeting 2025 in Algiers, Algeria, contributing to
discussions on fiscalization and e-invoicing.
•
From November 4 to 6, 2025, NRD Companies participated in the Global DPI Summit 2025 in Cape Town, South Africa, and
delivered a presentation on GovStack and AI for registries
•
From November 6 to 7, 2025, NRD Companies joined the ASORLAC Conference in San Salvador, El Salvador, and shared
insights on registry modernization
•
From December 15 to 18, 2025, NRD Companies participated in Digital@UNGA WSIS+20 Edition in New York, contributing to
global digital development discussions
ANNUAL MANAGEMENT REPORT FOR 2025
53
5.2. The IT company Novian
The Novian group’s companies, which provide software development and other IT services and solutions, deliver projects for
business and public sector organizations Novian’s main areas of focus are digital transformation, data empowerment, and the
effective management of IT assets. Working as they do in a range of different areas, Novian’s companies are able to bring the
needed IT competencies together and offer the added value of integrated projects.
The companies’ activities include software development as well as building and maintaining effective IT architecture, high-
performance computing (HPC) and digitization solutions, and work with leading technology suppliers Novian is continuously
accumulating innovation capital and exploring the opportunities that artificial intelligence and robotics solutions, cloud computing,
high-performance computing, and quantum technologies offer.
To promote innovation, the companies are active in national business and IT organizations In 2023 Novian Technologies was one
of the founders of the Lithuanian Quantum Technology Association, and in 2025 Novian joined a consortium for implementing the
MIT International Science and Technology Initiatives programme in Lithuania
Industries where Novian has particular expertise include defence, aviation, tax administration, meteorology (climate change),
finance, manufacturing and others. National systems and IT solutions for the public sector are a significant part of its work.
Novian delivers projects on a global scale The geography of its activities since 2018 covers more than 50 countries While most
projects are carried out in Europe, the companies are working to expand in the American, Asian and African markets
The quality of services is ensured by relevant certifications. That includes ISO 9001 and ISO 27001 (Novian Technologies, Novian
Systems, Novian Pro, Novian Eesti) as well as ISO 14001 and ISO 20000-1 (Novian Technologies, Novian Systems, Novian Pro)
More information is available at www novian io
Novian group results for 2025
Key profit (loss) items, thous. EUR
Novian
*
2024 2025
Revenue
**
40,043 40,250
Gross profit
**
8,979 9,214
EBITDA
2,838 3,502
EBIT
1,729 2,507
Net profit (Loss)
563 1,605
Key balance sheet items, thous EUR
Novian
*
31-12-2024 31-12-2025
Tangible assets
1,753 1,020
Intangible assets
5,279 5,223
Other non-current assets
840 516
Current assets
15,342 12,860
Of which cash
3,063 2,228
Total assets
23,214 19,619
Equity
6,630 6,135
Non-current liabilities
2,748 1,941
Of which financial debt
840 209
Current liabilities
13,836 11,543
Of which financial debt
5,993 3,748
Total liabilities and equity
23,214 19,619
* The unaudited consolidated results of Novian group are presented. The audits of standalone financial statements for 2025 of the key group companies are in progress.
Profit metrics are adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided
on page 63
** In 2025, the accounting policy for research and experimental development (R&D) activities in the Novian group was changed. Comparative revenue and gross profit
figures are presented as adjusted.
ANNUAL MANAGEMENT REPORT FOR 2025
54
Novian group main financial figures, thous. EUR
0
5 000
10 000
15 000
20 000
25 000
30 000
35 000
40 000
45 000
2021 2022 2023 2024 2025
Consolidated revenue
H1 H2
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
2021 2022 2023 2024 2025
Consolidated EBITDA
H1 H2
Thous. EUR 2021 2022 2023 2024 2025
Revenue* 25,791 32,375 38,605 40,043 40,250
EBITDA** 1,722 1,530 1,472 2,838 3,502
Novian group revenue by country, sector and line of business
73%
14%
13%
2025
Lithuania
Other
European
countries
Non-European
countries
70%
15%
6%
9%
2025
Public*
Private*
Finance
Aviation,
aeronautics
57%
16%
27%
2025
IT solutions
IT services
Software
development
* Excluding revenue from the finance and aviation, aeronautics sectors.
34
36
37 37
42
0
10
20
30
40
50
2021 2022 2023 2024 2025
Number of countries
*In 2025 , the accounting policy for research and experimental development (R&D) activities in the Novian group was changed. Comparative revenue figures are presented as
adjusted
** EBITDA is adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided on page 63.
ANNUAL MANAGEMENT REPORT FOR 2025
55
Key events
Changes and partnerships
•
In January 2025, the consortium for implementing the MIT International Science and Technology Initiatives (MISTI) programme
in Lithuania signed a cooperation agreement with the Massachusetts Institute of Technology Novian is a member of the
consortium
•
In February 2025, a Lithuanian Quantum Technologies Agenda and long-term strategy were presented. The preparation of that
roadmap was an initiative of the Lithuanian Quantum Technology Association, of which Novian Technologies is a member. A
number of science, business and public sector organizations joined together in a Lithuanian Quantum Technologies Initiative
Group and worked actively on the agenda and strategy
Events and visibility in the public sphere
Lithuanian market
Events Organized by Novian:
•
Technologies & Resilience 2025: Novian Technologies organized this 11th annual conference which addressed a range of
topics including the value of synergy between technologies, processes and people, the importance of data for organizations’
sustainability, the use of advance digital solutions and opportunities for collaboration between the state and the private sector
•
Novian Technologies in Focus: Red Hat OpenShift Virtualization: Novian Technologies and partner Red Hat organized a
practical seminar including a presentation of Red Hat OpenShift as a virtualization platform and a practical demonstration of
virtual machine management and automation in that environment
•
“Portworx Workshop”: At a client-focused event organized by Novian Technologies, Portworx solutions for more efficient
data management in Kubernetes and Red Hat OpenShift environments were presented, with a focus on performance, business
continuity, and data protection
•
“RHEL 10 Roadshow VILNIUS”: At the event organized by Novian Technologies together with Red Hat, the latest Red
Hat Enterprise Linux 10 capabilities, live demonstrations, and practical tools for more secure, efficient, and streamlined IT
operations management were presented
•
Lithuania and MIT Conference “Human and More-Than-Human Futures: Innovating Technologies for Coexistence”:
Novian hosted a business lunch for MIT researchers and Lithuanian business leaders and also contributed to the conference
programme by sharing insights on the application of next-generation AI to hybrid threat forecasting
Participation in Other Events
•
Lithuanian–German Defence Industry Forum
•
“Vilnius Space Days 2025”
•
“MILTECH 2025”
•
Vytautas Magnus University Conference “Universities Shaping the Future: Building Resilient Societies through Innovation and
Global Impact”
•
Vilnius University Innovation Day “INNODAY 2025”
Foreign markets
Participation in International Events
•
“EDF Info Days 2025” (Belgium)
•
North American and Lithuanian Business Forum (USA)
•
Science and Business Mission in the Defence and Security Sector (Finland)
•
Lithuanian–Norwegian Forum “Advancing Space Innovation through Cooperation” (“Oslo Innovation Week”, Norway)
•
“Space Tech Expo Europe” (Germany)
•
“Defence Industry Forum – Baltic to the Black Sea” (Sweden)
•
“Airspace World Asia Pacific 2025” (Hong Kong)
Key projects
The Novin group’s companies conduct projects using various forms of collaboration, depending on the needs of the client – from
fixed-scope projects to continuous service agreements or the services of programming teams provided on demand.
Software development services:
Development and maintenance of information systems, sale of proprietary software
AI-based optical systems design for the European Space Agency (ESA). Novian Pro signed a new R&D agreement with the
European Space Agency (ESA) under the Requesting Party Activity (RPA) programme in Lithuania The aim of the project, called
ANNUAL MANAGEMENT REPORT FOR 2025
56
ARGOS (AI-Guided Optical Design), is to develop a prototype system that combines artificial intelligence and advanced optical
system design tools for space technology applications In cooperation with software partners, the aim is to automate and optimize
the development of high-precision mirror-based optical systems
Wizard for registering as a VAT payer and/or a participant in the national SME scheme. An innovative tool was developed
for the State Tax Inspectorate – a VAT registration and deregistration wizard on the MANO VMI portal The solution was created
using a metadata generator, allowing analysts to quickly build wizard prototypes with minimal programmer assistance The wizard
informs taxpayers in real time about errors in filling out the form or possible grounds for rejection of the application. Thanks to
this solution, the registration process has become clearer and more intuitive for users, errors have been reduced, and the time
required to submit applications has been shortened several times
Software development services for the airport company ADB Safegate. Novian further developed its cooperation with
ADB Safegate, a global company operating in the airport sector, which regards Novian as a preferred supplier due to the long-
term partnership and accumulated experience Novian provided dedicated software development teams tailored to the client’s
needs, focused on specific technologies such as C++ and Scala. In 2025, the project was expanded and implemented through
the addition of two further C++ development teams with team leads, enabling the client to deliver ADB Safegate’s development
projects more efficiently and manage growing software development needs more effectively.
AI for Lithuanian Customs to analyse goods being transported. Novian’s software companies, together with partners,
have implemented an artificial intelligence-based project designed for the analysis of transported cargo. The deployed system is
capable of assessing X-ray images of cargo, detecting undeclared and suspicious objects, and delivering analysis that is faster and
more objective than human assessment The project also included the improvement and development of AI algorithms, as well
as the development of audit and reporting functionality The implemented project has now transitioned into the warranty support
phase, with further development planned for 2026
Innovative solution for automated detection and prevention of hybrid threats. Using advanced OSINT, SOCMINT, NLP,
and artificial intelligence technologies, HIPSTER automatically detects hybrid threats and proposes response measures, helping
to prevent potential harm The project is linked to EU initiatives and contributes to a safer Europe Novian is participating in the
project together with partners As part of the project, a dedicated portal has been developed, integrations with partner systems
are being implemented, Copilot functionality is being developed, and work has been initiated to ensure compliance with GDPR and
the AI Act. The project is planned to be completed in the first half of 2026.
Operational Management System for the National Accreditation Bureau. The National Accreditation Bureau (NAB),
operating under the Ministry of the Economy and Innovation of the Republic of Lithuania, implements national policy in the field
of accreditation and ensures the international recognition of accredited bodies Novian has implemented an advanced operational
management system based on Power Platform technologies, ensuring the efficient and smooth execution of accreditation processes.
Registers previously maintained across different systems were migrated to a unified operational management platform, ensuring
data integrity, more convenient administration, and effective process coordination.
Pro ce s s r ob ot iza tio n se r vic es f or t he Taur agė D is tri ct munic ipal it y. In 2025, an agreement was signed with Tauragė District
Municipality for the provision of robotic process automation services As part of the project, an analysis of the municipality’s
processes and IT systems was carried out in order to identify activities suitable for automation, and the automation of the
identified processes was initiated and implemented using Power Automate Desktop technologies. Following the implementation of
this solution, the municipality reduced administrative costs, optimized employees’ working time, lowered the probability of errors,
and standardized organizational processes, thereby increasing operational efficiency.
Maintenance and Modernization of the LITEKO II System for the National Courts Administration of Lithuania. An
agreement has been signed with the National Courts Administration of Lithuania (NCA) for the maintenance and modernization
of the LITEKO II system This is a strategically important judicial platform covering electronic case management, document
processing, the publication of court decisions, and communication between courts and legal professionals LITEKO II is integrated
with more than 30 state registers and information systems, making the project significant for the smooth and efficient functioning
of the judicial system The project includes the provision of system development and maintenance services
Maintenance and Modernization of the LINESIS System for the Ministry of Foreign Affairs of the Republic of
Lithuania. Novian provides maintenance and modernization services for the LINESIS system to the Ministry of Foreign Affairs
of the Republic of Lithuania, ensuring stable system operation, continuous improvement, and effective support for document
management processes related to European Union affairs. The system plays an important role in coordinating Lithuania’s positions,
initiatives, and responses in European Union legislative processes, and the project therefore contributes to consistent information
management and more effective interinstitutional cooperation.
Maintenance, Development and Modernization of the RINA System. An agreement has been signed for the maintenance,
development and modernization of the RINA (Reference Implementation for a National Application) system, covering services for
institutions involved in the international electronic exchange of social security information In this project, Novian ensures system
maintenance, stable operation, ongoing improvement and modernization in line with client needs The project contributes to the
smooth functioning of data exchange processes and supports more efficient institutional operations.
Other IT infrastructure services:
Continuous and project-based provision of IT services, digitization services
Backup vault for the Vilnius City municipality. An additional electronic backup storage facility was deployed for the
administration of the Vilnius City municipality The solution ensures a high level of data protection: it isolates the most important
data, allows for faster recovery and resumption of normal operations, and helps detect suspicious activity The vault complies
with Sheltered Harbor recommendations and security processes and consists of a primary backup system and an isolated Cyber
Vault automated management system
Bank of Lithuania database maintenance, development and monitoring services. We are providing comprehensive
database maintenance, development and monitoring services for the central bank, including architecture analysis and monitoring
plan creation and implementation. We perform continuous (24/7) monitoring, performance optimization, backup verification and
ANNUAL MANAGEMENT REPORT FOR 2025
57
restoration, security management, and incident prevention and resolution Parameter adjustment, site expansion and log analysis
are carried out to ensure reliable, secure and efficient data management and uninterrupted operations at the bank.
IT Infrastructure Maintenance and Support Services for the Lithuanian Council for Culture. Novian Technologies
provides the Lithuanian Council for Culture with comprehensive IT infrastructure maintenance and support services The project
includes the monitoring of servers, networks, data storage systems, and other critical IT infrastructure, as well as regular
inspections, software support, and the resolution of technical issues These services ensure a reliable and secure IT environment,
reduce the risk of system downtime, and support the uninterrupted operation of the organisation
GPU virtualization licensing for state cloud AI platform. Novian Technologies is providing GPU virtualization licenses for
licensing 16 NVIDIA L40s graphics processors on a government cloud AI platform The 24-month rental solution with manufacturer
warranty ensures a centralized, GPU-accelerated environment for artificial intelligence projects. Virtualization technology enables
an ‘AI as a service’ model, sharing resources across multiple institutions, reducing costs and providing access even to small
institutions The solution ensures high data security and compliance with international standards, laying a foundation for future
innovation
Digitization of the Archive of Higher Education Diplomas in Moldova. As part of a project for the Ministry of Education of
Moldova, Zissor digitized the archive of diplomas issued by all higher education institutions in the country, covering the period
from 1974 to 2020, implemented archive management systems, and prepared searchable data The digitized archives were
transferred to a digital register used by competent institutions as needed. The project improved data accessibility, simplified
administration, and enabled employers and institutions to obtain the required information more efficiently.
Digitization of the NWT Newspaper Archive. Zissor implemented a digitization project for the archive of the Swedish regional
newspaper NWT, distinguished by an exceptionally short delivery timeframe and high operational intensity In order to complete
the project within a very limited period, the work was organized in three shifts, enabling the digitization of 650,000 pages within
1.5 months. The project became a strong example of operational efficiency, demonstrating Zissor’s ability to rapidly mobilize
resources, deliver high-volume work, and successfully implement digitization projects under an exceptionally demanding schedule
Other IT solutions
High performance and cloud computing platforms, digital workspaces, customization of third-party software
Cyber Competence Centre infrastructure project for Kaunas University of Technology (KTU). The hardware deployment
contract for the Cybersecurity Competence Center infrastructure platform has been implemented The delivered and installed
equipment is integrated with NVIDIA AI Enterprise tools, creating one of the most advanced artificial intelligence infrastructures
in Lithuania The solution includes high-performance computing resources, servers, network equipment, and a management
platform Centralized administration is provided by the NVIDIA Base Command Manager tool, ensuring automated management
and monitoring The deployed infrastructure is intended for AI model development and training, cloud services (IaaS, PaaS), and
High-Performance Computing (HPC), all delivered to Competence Center members via a self-service portal
Expansion of Red Hat Platforms for the State Digital Solutions Agency of Lithuania. Novian Technologies implemented
a project aimed at expanding the Red Hat Enterprise Linux operating systems and the Red Hat OpenShift platform used by the
State Digital Solutions Agency The project increased the capacity of the existing IT infrastructure and ensured its compatibili-
ty with the solutions already in use, while manufacturer support, updates, and technical assistance continue to be provided The
project strengthens the reliability of the national government cloud infrastructure and helps ensure more stable delivery of IT
services to public sector institutions
ANNUAL MANAGEMENT REPORT FOR 2025
58
5.3. Cybersecurity company
NRD Cyber Security is a company that offers cybersecurity solutions, consulting, and other services. Through its activities, the
company aims to create a secure digital environment for countries, governments, businesses, and citizens and has conducted
projects of various scale and scope around the world The organisation’s specialists have accumulated extensive experience in
incident investigation and management, analysis, auditing, and other fields, are active members of international cybersecurity
associations and contribute to the development of international standards
In 2025, the company successfully expanded its cybersecurity capacity development services in foreign markets and focused
its communication and sales efforts on the EU’s NIS2 regulation, which creates obligations for cybersecurity measures for
organisations in Lithuania
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, World Bank,
EBRD and others, whose activities aim to strengthen the cyber resilience of countries and individuals
•
Expand the CyberSOC and CISO managed security services 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
•
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
•
CyberSOC – 24/7 MSSP services
•
IT audits and assessments
•
Technology solutions
•
NIS2 services
•
CISO advisory
•
Training courses
•
ISO27001 standard implementation
•
Cybersecurity capacity building
•
CSIRT and SOC consultancy services
•
Natrix – threat monitoring platform
•
CyberSet – CSIRT/SOC service automation toolkit
More about the products
Natrix is a centralised cybersecurity monitoring and threat hunting platform The solution is designed for central management
and threat monitoring It is deployed in the internal network to analyse data before it is sent and received over the internet It
has already been deployed in critical infrastructure in Bangladesh, Cyprus and Malta, in the Egyptian financial sector and in NRD
Cyber Security’s CyberSOC service in Lithuania and elsewhere
CyberSet is a services automation toolkit for CSIRTs or SOCs It works as a set of technologies and operational procedures, which
provides CSIRTs and SOCs with typical service delivery capabilities, such as security monitoring and incident management The
solution enables cybersecurity teams to acquire service delivery capabilities much more quickly and structurally than they could
do on their own
ANNUAL MANAGEMENT REPORT FOR 2025
59
NRD Cyber Security results of 2025
Key profit (loss) item, thous. EUR
NRD Cyber Security*
2024 2025
Revenue
**
11,415 14,152
Gross profit
**
3,539 4,471
EBITDA
1,333 2,036
EBIT
1,185 1,888
Net profit (Loss)
1,112 1,640
Key balance sheet items, thous EUR
NRD Cyber Security*
31-12-2024 31-12-2025
Tangible assets
245 182
Intangible assets
11 3
Other non-current assets
89 69
Current assets
5,671 4,400
Of which cash
4,190 2,540
Total assets
6,016 4,654
Equity
1,437 1,941
Non-current liabilities
318 404
Of which financial debt
87 18
Current liabilities
4,261 2,309
Of which financial debt
65 72
Total liabilities and equity
6,016 4,654
* The unaudited consolidated results of NRD Cyber Security group are presented. The audit of standalone financial statements for 2025 of group companies are in
progress. Profit metrics are adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is
provided on page 63
** In 2025, the accounting policy for research and experimental development (R&D) activities in the NRD Cyber Security group was changed Comparative revenue and
gross profitfigures are presented as adjusted.
ANNUAL MANAGEMENT REPORT FOR 2025
60
Revenue and EBITDA of NRD Cyber Security, thous EUR
0
2000
4000
6000
8000
10000
12000
14000
16000
2021 2022 2023 2024 2025
Consolidated revenue
H1 H2
0
500
1000
1500
2000
2500
2021 2022 2023 2024 2025
Consolidated EBITDA
H1 H2
Thous. EUR 2021 2022 2023 2024 2025
Revenue* 6,139 6,678 8,146 11,415 14,152
EBITDA** 784 707 1,172 1,333 2,036
NRD Cyber Security revenue by country and sector
* Excluding revenue from the finance sector.
44
24
29
24
34
0
10
20
30
40
50
2021 2022 2023 2024 2025
Number of countries
75%
11%
14%
2025
Lithuania
Other
European
countries
Non-European
countries
79%
14%
7%
2025
Public*
Private*
Finance
*In 2025 , the accounting policy for research and experimental development (R&D) activities in NRD Cyber Security was changed. Comparative revenue figures are
presented as adjusted
** EBITDA is adjusted to exclude material one-off items not related to normal business operations. A full reconciliation of items affecting comparability is provided on
page 63
ANNUAL MANAGEMENT REPORT FOR 2025
61
Main events and projects in 2025
Lithuanian market:
•
CyberSOC: 2025 brought a remarkable number of long-term contract renewals for the company’s managed security services,
CyberSOC To generate new leads and move potential customers down the sales funnel, the company increased its marketing
activities for CyberSOC services These activities included a SOC-dedicated virtual conference and three published articles
with customer stories in Verslo žinios, the major business news outlet in Lithuania and a mass mailing campaign.
•
CISO: Managed CISO services grew in size and scope in 2025 As the number of new contracts for recurring CISO services
increased for financial institutions as well as retail, asset management, and public sector organisations, so did the size of the
NRD Cyber Security team providing these services
•
CyberSecurity Technology: NRD Cyber Security technology experts deployed equipment and renewed licences for
Lithuanian critical infrastructure organisations and private sector companies, strengthening their technological cyber resilience
capabilities
•
NCSC training: At the beginning of the year, NRD Cyber Security experts were contracted by Lithuania’s National Cyber
Security Centre to provide training on how to establish a SOCs as part of a focused initiative to create 40 SOCs The training
is part of the centre’s support for organisations to increase their cybersecurity maturity according to the requirements in the
renewed cybersecurity law
Foreign markets:
•
ISAC: NRD Cyber Security has completed its project on design and development of a postal ISAC assisted the Universal
Postal Union (UPU), a specialised agency of the United Nations (UN) The main output of the project is ISAC design document
that has enabled the UPU to establish the postal ISAC and enhance the security of the global postal sector
•
MSSP consultancy services: Following on successful consultations provided to a MSSP in the Maldives Dhiraagu, consultancy
services have been provided to Cipher, a Premier MSSP in Saudi Arabia The services included assistance to make MSSP
business effective and leading in the country.
Strengthening cybersecurity capabilities:
-
The Organisation, in partnership with the Organisation of Eastern Caribbean States and CARICOM IMPACS, has
completed a project in the Eastern Caribbean to establish CERTs The services of this Incident Response Team will be
available to OECS members Grenada, Dominica, Saint Lucia and Saint Vincent and the Grenadines Also, a new project on
developing a cybersecurity policy framework has been started in the region
-
NRD Cyber Security has completed a project in Bangladesh in cooperation with the World Bank It aimed at strengthening
the digital resilience of critical information infrastructure The scope of work included a comprehensive cyber risk assessment
and strategic updates to protect critical information infrastructure
-
In São Tomé and Príncipe the preparation for the development of a national cybersecurity strategy has been completed
The project team conducted workshops and assessed the current situation with key stakeholders This has been a part of
an ongoing World Bank project
-
As part of the World Bank’s ongoing support to the Royal Government of Bhutan to accelerate inclusive digital transformation,
the NRD Cyber Security team has provided advisory support to the National CIRT in defining the GovTech Agency’s
responsibilities in the areas of cyber security - through the provision of incident response services and the implementation
of the CII Protection Plan, which is part of the implementation of the new National Cyber Security Strategy Following
consultations with various departments within the Agency, suggestions have been made on how to successfully deliver
incident response and CII protection enhancement services
-
In Armenia NRD Cyber Security team have assessed the cybersecurity maturity using SCMM methodology at sub-national
level in 2 selected municipalities of Armenia – Yerevan and Dilijan
-
In partnership with the World Bank, NRD Cyber Security has completed the “Strengthening Cybersecurity Capacity in
Samoa” project, which focused on two main areas Firstly, to update Samoa’s National Cyber Security Strategy, and
secondly, to offer an improved operational model for SamCERT to provide better incident response and digital security
services
-
Company’s experts have developed a Tool Kit promoting critical infrastructure protection in non-digital sectors The toolkit
is applied in developing Asian Development Bank Member States to strengthen their critical infrastructure protection
-
NRD Cyber Security’s team of experts assisted The Intergovernmental Authority on Development (IGAD) in establishing
a regional ISAC in the Horn of Africa The assignment addressed fragmented incident response and the lack of coordinated
cybersecurity mechanisms by assessing gaps and defining requirements for a regional ISAC. NRD Cyber Security team has
prepared a readiness assessment and establishment plan that provides a clear foundation for the institution
-
A regional project for ECOWAS has been started with an aim to develop a Feasibility Study for the Establishment of ECOWAS
Regional Cybersecurity Coordination Center
-
In collaboration with the World Bank, a project has been started in Eswatini to create an Action Plan for Eswatini CSIRT
-
Security assessments: A large-scale complex project with the European Union Cybersecurity Agency (ENISA) has been
started once again to strengthen the cyber resilience of EU countries NRD Cyber Security is assessing risks and security of
the Lithuanian critical infrastructure
ANNUAL MANAGEMENT REPORT FOR 2025
62
•
A large-scale project has been started in Mozambique It aims to strengthen public administration sector cybersecurity
posture and implement means to identify, monitor and detect cyber threats to CII
Events and visibility in public space
Lithuanian market:
•
SOCshare: In the framework of the SOCshare project, NRD Cyber Security, together with the Vilnius City Municipality
Administration, is gathering a cybersecurity expert community and developing a community-based cyber threat intelligence
(CTI) and information sharing platform During the quarterly community meetings, presentations were given not only by
experts from NRD Cyber Security and Vilnius City Municipality Administration, but also by other community members The
project also initiated 4 successful press releases, which were picked up by the biggest news portals in Lithuania, and another
8 news stories about CTI
•
Technological solutions events: IThe company organised the annual “Technical demonstrations of trending cybersecurity
solutions”, a review of the latest and most relevant cybersecurity technologies In addition, a review of tools for digital crime
investigations was organised with partners Cellebrite and Magnet Forensics
•
Promotion of NIS2 services and competences: Company’s NIS2 services have been promoted in specialised events for
risk officers and internal auditors.
•
Lithuanian Davos 2025: NRD Cyber Security’s Director Vilius Benetis has been invited as a field expert to talk about the
upcoming Cyber Resilience Act, CRA, and how it might affect cybersecurity landscape within the EU.
•
Annual conference “Cyber resilience in Lithuania 2025”: The annual conference, organised by NRD Cyber Security,
once again gathered organisation’s customers and potential customers for the whole-day conference focusing on cyber threat
monitoring, latest trends, AI promises in cybersecurity and more
•
Regional road show in Lithuania: To reach potential customers in other Lithuanian cities, the NRD Cyber Security team hit
the road and organised half-day conferences focusing on the challenges and opportunities of NIS2
Foreign markets:
•
Webinar “Tools for CSIRTs and SOCs”: The hour-long webinar attracted representatives from organisations and institutions
in different countries that have or are looking to have a national or sectoral cyber security team. The webinar, led by CSIRT/
SOC architect at NRD Cyber Security Marius Urkis, showcased tools that are also used in the CyberSet toolkit and provided an
overview of how they add value and facilitate the work of security teams
•
Training on centralised cyber threat monitoring with Natrix during Balkan Security Days 2025 The training has been done
due organisation’s ambitions to expand into the Balkan region
•
The World Bank Global Digital Summit 2025: NRD Cyber Security has been invited to participate in the event by the World
Bank staff. The condition for participation and having the opportunity to showcase our projects and capabilities to wider staff
from the World Bank, the major donor of projects the company implements, as well as potential customers, was to make
the stand engaging and interactive NRD Cyber Security team has done so with an interactive touchscreen display of cyber
resilience strengthening stories from the Global South
•
Global Conference on Cyber Capacity Building (GC3B): The biennial conference gathers international cyber capacity
development community, including funding organisations, implementers, recipients, NGOs, etc The event provided
opportunities to meet face-to-face with potential customers and discuss moving further with cyber capacity building initiatives
Also, it worked greatly as from brand building perspective – the company was chosen to host a panel discussion on navigating
technology choices with company’s Director Vilius Benetis as a moderator as well as present extra mile stories from project
experiences during a spotlight session
•
FIRST Conference in Copenhagen FIRSTCON25: This is one of the main events where NRD Cyber Security participates
It brings together representatives of various CSIRTs and SOCs or organisations that would like to build such teams from all
around the world NRD Cyber Security not only had a booth, but the company’s Director, Vilius Benetis, was also invited to
provide training on CSIRT/SOC management and Marketing and Communications Director Zivile Necejauskaite, together with a
representative from Latvia’s National CERT, gave a speech on engaging with media professionals about cybersecurity matters
ANNUAL MANAGEMENT REPORT FOR 2025
63
5.4. Reconciliation of adjusted profit metrics – portfolio companies
Profit metrics* are adjusted for material one-off items not related to normal business operations. Thousand EUR
Managed Companies Item / Description 2021 2022 2023 2024 2025
EBITDA (by managed company)
NRD Companies 297 127 1,446 1,164 1,841
Novian 1,722 1,530 1,245 2,541 1,582
NRD Cyber Security 784 680 1,172 1,233 1,961
FinTime and other group-
level adjustments**
128 74 -164 38 -3
TOTAL EBITDA 2,931 2,411 3,699 4,976 5,381
Items Affecting Comparability (one-off adjustments):
NRD Companies
Non-recurring legal expenses 15 – – – –
War in Ukraine (Ukraine support) – 45 – – –
Trade receivables impairment – – -50 – 51
Non-recurring gain on sale of subsidiary – – -75 – –
Non-recurring cost capitalisation – – -263 – –
Public reporting & exit-related costs
(FinTime)
– – – – 34
Other items – 7 – – –
NRD companies TOTAL 15 52 -388 – 85
Novian
Trade receivables impairment – – 40 – –
Restructuring costs – workforce
reduction
– – 78 – 111
Discontinued merger costs (Novian Pro /
Novian Systems)
– – 90 – –
Non-recurring legal expenses – – – 80 75
Litigation loss (project Saulė)*** – – – 203 1,659
Public reporting & exit-related costs
(FinTime)
– – – – 75
Other items – – 20 14 –
Novian TOTAL – – 227 297 1,920
NRD Cyber Security
War in Ukraine (Ukraine support) – 10 – – –
Trade receivables impairment – 17 – – –
Project write-off – Bangladesh – – – 100 54
Public reporting & exit-related costs
(FinTime)
– – – – 21
NRD cyber security TOTAL – 27 – 100 75
TOTAL Items Affecting Comparability 15 79 -161 397 2,080
ANNUAL MANAGEMENT REPORT FOR 2025
64
6. Assessment of objectives achieved in 2025
During the reporting year, INVL Technology managed to achieve the goals set for its operations: to earn a return for the benefit of
shareholders from investments in portfolio companies and to increase the value of those companies. The results are reflected in the
175 09% 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 2025, taking into account repurchase of own shares Equity per share increased from EUR 1 96
to EUR 5 40 per share, for a compound annual growth rate in the period of 11 33%
INVL Technology’s equity increased by 25 65% in 2025 and reached EUR 64 62 million at the end of the year Equity per share at the
end of 2025 was EUR 5 40 and increased by 25 92% during the year
In 2025, INVL Technology did not operate in Russia or Belarus There are no plans to develop activities in those countries in 2026
Adjusted EBITDA (by managed company)
NRD companies 312 179 1,058 1,164 1,926
Novian 1,722 1,530 1,472 2,838 3,502
NRD Cyber security 784 707 1,172 1,333 2,036
FinTime and other group-
level adjustments**
128 74 -164 38 -3
TOTAL Adjusted EBITDA 2,946 2,490 3,538 5,373 7,461
* The same items affecting comparability are applied consistently across all profit metrics: EBITDA, EBIT and net profit.
** Includes EBITDA of FinTime, the fund’s shared services entity (accounting and financial management), and the difference between the sum of aggregated portfolio
companies’ EBITDA and their combined consolidated EBITDA, arising from inter-company eliminations and other consolidation adjustments
*** a one-off and a typical loss incurred by UAB Novian Systems as a result of a lost dispute related to the Lithuanian Central Public Procurement Information System
modernization project
ANNUAL MANAGEMENT REPORT FOR 2025
65
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)
The version of Articles of Association dated 17 February 2026 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 2025
Type of shares
Number of
shares, units
Number of votes
for the quorum
of the General
Shareholders
Meeting, units
Nominal value,
EUR
Total nominal
Share of
authorized
capital, %
Ordinary registered shares 12,175,321 11,964,466 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 2025, INVL Technology has acquired 210,855 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
Purchase of shares
During the first half of 2025, the Company carried out a buy-back of its own shares, which lasted from 10 April 2025 to 17 April
2025 During this period, 53,749 units of the Company‘s shares were acquired from the Company‘s shareholders for a total
consideration of EUR 188,121 50 and were settled with the shareholders on 22 April 2025 The purpose of the share repurchase is
to meet obligations related to stock option programmes and other share allocations to employees of subsidiaries, and/or to reduce
the company’s authorized capital by annulling acquired own shares The Company‘s share buyback process was carried out in
accordance with the decision of the General Meeting of Shareholders held on 30 April 2024, which approved the determination of
the procedure for the acquisition of the Company‘s treasury shares and entrusted the Management Company, in accordance with
the conditions set out in the decision of the General Meeting of Shareholders and the requirements of the Law of the Republic of
Lithuania on Companies, with the task of making decisions regarding the purchase of the Company‘s treasury shares, to organise
the purchase of the Company‘s treasury shares, determine the procedure and timing of the purchase of the treasury shares,
determine the number of shares, the price of the shares and perform any other action relating to the acquisition of the Company‘s
treasury shares
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 votes for the quorum of the General
Shareholders Meeting, units
11,964,466
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 MANAGEMENT REPORT FOR 2025
66
Trading in the company’s shares 2021 - 2025 (quarterly) on Nasdaq Vilnius
Reporting
period
Price, EUR Turnover, EUR
Last trading
date
Total turnover
high low last high low last quantity EUR
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 11,9 47 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
2024 1st Q 1.92 1.80 1.84 23,730.24 1.86 4,138.72 28.03.2024 44,502 82,955.20
2024 2nd Q 2.90 1.84 2.60 28,686.10 2.48 2,026.12 28.06.2024 90,676 212,453.22
2024 3rd Q 3.52 2.60 3.40 25,542.46 2.66 1,209 30.09.2024 60,534 184,377.96
2024 4th Q 3.78 3.00 3.22 17,420.30 10.26 735.78 30.12.2024 29,037 99,241.72
2025 1st Q 3.58 3.12 3.40 7,025.08 3.24 1,724.36 31.03.2025 27,721 91,414.70
2025 2nd Q 4.00 3.32 3.64 37,515.28 3.52 774.16 30.06.2025 53,708 188,678.50
2025 3rd Q 3.70 3.50 3.58 11,482.3 3.56 - 30.09.2025 20,744 74,564.72
2025 4th Q 3.88 3.52 3.86 22,595.88 3.62 198.72 30.12.2025 31,747 117,109.46
Trading in shares 2021 – 2025
Share price, EUR 2021 2022 2023 2024 2025
Open 2 12 2 76 2 16 1 90 3 22
High 2 90 2 80 2 24 3 78 4
Low 2 06 2 08 1 78 1 80 3 12
Medium 2 37 2 46 2 00 2 58 3 52
Last 2 74 2 16 1 90 3 22 3 86
Turnover, shares 329,883 195,762 237,514 224,749 133,920
Turnover, EUR 780,926 78 480,745 86 473,884 27 579,028 10 471,767 38
Total number of trades 1,576 1,270 1,335 1,510 1,114
ANNUAL MANAGEMENT REPORT FOR 2025
67
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. The OMX Baltic Technology GI index is available at the Baltic level. Based on the FTSE Group’s Industry Classification Benchmark (ICB), each shows the trend in
a specific 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 Secondary lists of the Nasdaq Baltic exchanges is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE).
ANNUAL MANAGEMENT REPORT FOR 2025
68
Capitalization, 2021-2025
Last trading date Number of shares Last price, EUR Capitalisation, EUR
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
28.03.2024 12,175,321 1.84 22,402,591
28.06.2024 12,175,321 2.60 31,655,835
30.09.2024 12,175,321 3.40 41,396,091
30.12.2024 12,175,321 3.22 39,204,534
31.03.2025 12,175,321 3.40 41,396,091
30.06.2025 12,175,321 3.64 44,318,168
30.09.2025 12,175,321 3.58 43,587,649
30.12.2025 12,175,321 3.86 46,996,739
10. Dividends
The General Shareholders’ Meeting decides upon dividend payment and sets the amount of dividends The company pays out the
dividends within 1 month after the day of adoption of the resolution on profit distribution.
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
Procedure for dividends taxation for the year 2025
2
– dividends paid to natural persons–residents of the Republic of Lithuania and natural persons residents of foreign countries are
subject to withholding Personal income tax of 15 per cent;
– dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to
withholding Corporate income tax of 16 per cent (from 2026 -17 per cent), unless otherwise provided for by the laws
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*
2023 2024 2025
Book value per share, EUR** 3 61 4 29 5.40
Price to book value (P/Bv) 0 53 0 75 0.71
* For the convenience of investors, the Company publishes definitions and formulas for the alternative performance measures (APMs) it uses on its website as well as in
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://invltechnology.lt/financial-information-and-reports/
** The nominal value per share is – EUR 0 29
² This information should not be treated as a tax consultation
ANNUAL MANAGEMENT REPORT FOR 2025
69
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 2025
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,
A. Juozapavičiaus Str. 9A, Vil-
nius
2,424,152 19 91 19 91 - 19 91
Invalda INVL, AB,
Code 121304349,
Gynėjų Str. 14, Vilnius
1,873,678 15 39 15 39 1,83
1
17 22
Irena Ona Mišeikienė 1,466,421 12 04 12 04 - 12 04
Lietuvos draudimas, AB,
Code 110051834,
J. Basanavičiaus Str. 12, Vil-
nius
909,090 7 47 7 47 - 7 47
Kazimieras Tonkūnas 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 votes of its subsidiary INVL Asset Management, UAB (accordingly 1 83%)
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 2025, a total of 3,744 shareholders (including INVL Technology) owned shares of INVL Technology (versus 3,734
at 31 December 2024) There are no shareholders entitled to special rights of control
Votes as of 31 December 2025
LJB investments,
UAB (300822575)
19.91%
Invalda INVL, AB
(121304349)
15.39%
Irena Ona
Mišeikienė
12.04%
Lietuvos draudimas,
AB (110051834)
7.47%
Kazimieras
Tonkūnas
5.55%
Alvydas Banys
5.08%
Others
32.83%
Own shares
1.73%
ANNUAL MANAGEMENT REPORT FOR 2025
70
Distribution of securities by investors’ groups as of 31 December 2025
Investors
Shareholders
Share of votes given by the
owned shares (percentage)
Number of
shareholders
Number of shares
Private persons 3,713 5,535,805 46 27
Legal persons (excepting Company) 30 6,428,661 53 73
Own shares 1 210,855 -
Shareholder distribution by country as of 31 December 2025
Investors
Shareholders
Share of votes given by the
owned shares (percentage)
Number of
shareholders
Number of shares
Lithuania 3,558 11,796,877 98 60
Other EU members 146 52,498 0 44
Non-EU countries 39 115,091 0 96
Own shares 1 210,855 -
Total 3,744 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 a part of the Company’s profit (dividend);
•
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
the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business,
which was in effect on the day of conclusion of the loan agreement. In such a case the company and shareholders shall be
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 receive information on the Company specified in the Law on Companies of the Republic of Lithuania;
•
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;
•
to receive information on a public company whose shares are admitted to trading on a regulated market as specified in the Law
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
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
ANNUAL MANAGEMENT REPORT FOR 2025
71
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
the number of acquired or transferred shares, including share number per class, when the different share class is acquired, the
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
office of the legal person.). A document confirming the acquisition of the shares or an acquisition extract must be added to the
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
ANNUAL MANAGEMENT REPORT FOR 2025
72
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 From 1 December 2023 to 3 January 2025,
the CEO of the Management Company was Paulius Žurauskas. From 7 January 2025 to 31 March 2025, Audrius Matikiūnas was
appointed as Interim CEO. Since 1 April 2025, the CEO of the Management Company has been Andrius Načajus.
Investment Committee was established for operational efficiency and investment control by the decision of the Board of the
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
Investment Committee consists of 4 members: Kazimieras Tonkūnas (Chairman of the IC), Vida Tonkūnė, Vytautas Plunksnis and
Nerijus Drobavičius. They are appointed and can be removed by resolution of the board of the Management Company. Functions,
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 31 December 2024
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
within 4 months from the close of the financial year. All decisions of the general meeting of Shareholders of the Company shall be
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:
•
to elect and remove a certified auditor or audit firm and establish terms of payment for audit services;
•
to approve sets of annual and interim financial statements;
•
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:
ANNUAL MANAGEMENT REPORT FOR 2025
73
•
amending the Articles of Association of the Company;
•
distribution of the profit (loss) of the Company;
•
formation, use, reduction and cancellation of reserves;
•
increase or reduction of the authorized capital;
•
approval of Transactions Having a Material Effect on the Company in accordance with the procedure established in the
Company’s policy for transactions with associated parties;
•
reorganization, spin-off or transformation of the Company
•
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
not by the Management Company but by Shareholders, the Management Company must, no later than within 5 (five) Business Days
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
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
company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are
not related to the company’s confidential information or commercial secrets.
The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal
identity. A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote
at the Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by
filling in a general ballot paper.
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
rights are limited by the power of attorney or by the law. The authorized persons must have the document confirming their
personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no
later than before the commencement of registration for the Meeting The Company does not establish special form of the power
ANNUAL MANAGEMENT REPORT FOR 2025
74
of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign
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
electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe
signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform
the Company on the power of attorney issued through the means of electronic communication by email info@invltechnology lt
not later than on the last business day before the Meeting. The power of attorney and notification must be issued in writing and
could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder’s
identity can be identified. By submitting the notification to the Company, the shareholder shall include the internet address from
which it would be possible to download software to verify an electronic signature of the shareholder free of charge
Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is
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
no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed
by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting
bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at
Gyneju Str 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the
General Shareholders Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior
the Meeting. For the convenience of the shareholders of INVL Technology the company provides notifications about convocation
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 2 (two) General Shareholders Meetings of INVL Technology, UTIB during 2025:
•
30 April 2025 The resolution of the Ordinary General Meeting of Shareholders of INVL Technology have been published
The shareholders of the Company were introduced to the Company’s annual management report for 2024, the independent
auditor’s report on the Company’s financial statements and annual management report, and the recommendation of the
Company’s investment committee regarding the draft profit (loss) appropriation (including the formation of reserves) and the
draft remuneration report The shareholders approved the remuneration report as part of the Company’s annual management
report for 2024, approved the Company’s set of financial statements for 2024, and adopted a decision on the appropriation of
the Company’s profit. The shareholders were also introduced to the statement of the Company’s management company, “INVL
Asset Management”, regarding the share buyback price and established the procedure for the acquisition of own shares During
the meeting, the shareholders elected the members of the audit committee, set the hourly remuneration for each member of
the audit committee, were introduced to the activity report of the Company’s audit committee, and approved a new version
of the audit committee regulations
•
5 February 2025 At the Extraordinary General Meeting of Shareholders, the shareholders were introduced to the report
of the Management Company’s Board and the recommendation of the Company’s investment committee The shareholders
approved the extension of the Company’s term of activity by 2 (two) years The shareholders also approved the amendment of
the Company’s Articles of Association, the adoption of a new version of the Company’s Articles of Association, and authorised
Kazimieras Tonkūnas (with the right of substitution) to sign the new version of the Company’s Articles of Association and
to register it in accordance with the procedure established by applicable laws and resolutions of the Extraordinary General
Meeting of Shareholders
12.2. The Management Company and Investment Committee
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
Company according to effective legal acts and/or these Articles of Association;
•
to get the Management Fee and the Success Fee, as they are defined in the Articles of Association;
•
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;
ANNUAL MANAGEMENT REPORT FOR 2025
75
•
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
mechanism of internal control, including the rules on personal transactions in financial instruments conducted by employees of
the Management Company and transactions in financial instruments conducted at the expense of the Management Company;
•
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;
•
have such an organizational structure that would help to avoid conflicts of interest. When it is impossible to avoid conflicts of
interest, the Management Company must ensure that Shareholders are treated fairly;
•
ensure that persons taking decisions on management of the Company would have qualification and experience established by
the Supervisory Authority, be of sufficiently good repute;
•
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
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
At the time of announcement of this Annual report there are 4 members of the Investment Committee: Kazimieras Tonkūnas
(Chairman), Nerijus Drobavičius, Vida Tonkūnė, Vytautas Plunksnis. During the reporting period 30 meetings of the Investment
Committee were held
ANNUAL MANAGEMENT REPORT FOR 2025
76
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’s management bodies are
not formed
The General Manager of the Management company until 3th January 2025 was Paulius Žurauskas, from 7th of January 2025 -
Interim CEO Audrius Matikiūnas, from 1st of April 2025 - CEO Andrius Načajus.
The Management company’s board, from January 19, 2015, to April 29, 2024, comprised Darius Šulnis (Chairman of the Board),
Nerijus Drobavičius, and Vytautas Plunksnis. On April 29, 2024, after receiving approval from the Bank of Lithuania, the Management
company appointed Asta Jovaišienė to the board, effective April 30, 2024, by the decision of the sole shareholder. Asta Jovaišienė
replaced Nerijus Drobavičius as a board member. As of April 30, 2024, the board consists of Darius Šulnis (Chairman of the Board),
Vytautas Plunksnis, and Asta Jovaišienė.
Threre are 4 members in the Investment Committee: Kazimieras Tonkūnas (Chairman), Nerijus Drobavičius, Vida Tonkūnė,
Vytautas Plunksnis
Darius
Šulnis
Chairman of the Board of the
Management company
Main workplace – Invalda INVL,
AB (code 121304349, Gynėjų str.
14, Vilnius) - CEO
The term of office
2023–2027
Educational background and qualifications
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
•
Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) - CEO
•
Artea bankas, AB (code 112025254, Tilžės str. 149, Šiauliai) – Member of the
Supervisory Board
•
Litagra, UAB (code 304564478, Savanorių ave. 173, Vilnius) – Member of the Board
•
Galinta, UAB (code 134568135, Veiverių str. 51C, Kaunas) – Member of the Board
•
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL Private Equity Fund II – Investment Committee Member
•
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL Baltic Sea Growth Fund – Investment Committee Member, Managing
Partner
•
PEHART GROUP SRL (code J2025026079007, Str 1 Mai 1 B Cod 515850, Romania)
– member of the Board
ANNUAL MANAGEMENT REPORT FOR 2025
77
Nerijus
Drobavičius
Member of the Investment
Committee
Main workplace – INVL Asset
Management, UAB (code
126263073, Gynėjų str. 14,
Vilnius) – Private Equity Partner
Educational background and qualifications
Vytautas Magnus University, Bachelor‘s degree in Business management and Master’s
degree in Banking and finance.
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
2012–2014 Independent financial expert
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
•
BSGF Sanus, UAB (code 304924481, Gynėjų str. 14, Vilnius) – Director
•
Reneso, UAB (code 302941941, Gynėjų str. 14, Vilnius) – Director
•
Sugrasta, MB (code 305287386, Pranapolio str 11, Vilnius) – Director
•
Eglės sanatorija, UAB (code 152038626, Eglės str. 1, Druskininkai) – Board Member
•
BSGF Salt Invest, UTIB (code 306193648, Gynėjų str. 14, Vilnius) – Manager
•
BSGF Salt, UAB (code 306193153, Gynėjų str. 14, Vilnius) – Director
•
MiniVet Holding, UAB (code 306127331, Gynėjų str. 14, Vilnius) – Board Member
•
Bališkių individualių gyvenamųjų namų statybos bendrija (code 300027032,
Pranapolio str 11, Vilnius) – Chairman
Asta Jovaišienė
Member of the board of the
Management company
Main workplace -
FMI „INVL Financial Advisors“, UAB
(code 304049332, Gynėjų str. 14,
Vilnius) Head of the Family Office,
Member of the board
The term of office
2024 –2027
Educational background and qualifications
Vilnius University, Bachelor’s degree in Economics (Economist qualification)
Vilnius University, Master’s degree in Economics (Economist qualification)
Work experience
2013 – 2015 – Finasta bank, AB – Head of Wealth Department, Manager of Wealth
2011 – 2015 – Finasta bank, AB – Manager of Wealth
2006 – 2011 – FMI Finasta, AB (currently FMI INVL Financial Advisors, UAB) –
Investment
Consultant
Owned number of shares in INVL Technology
447
Participation in other companies
•
FMĮ INVL Financial Advisors, UAB (code 304049332, Gyneju str. 14, Vilnius, Lietuva)
- Head of INVL Family Office, Member of the Board
•
AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B-1, Riga,
Latvia) – Member of the Supervisory Board
•
IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga,
Latvia) – Member of the Supervisory Board
•
Lithuanian Association of Family Asset Managers (code 306720940, Palangos str
4-101, Vilnius) - Chairman of the Board
ANNUAL MANAGEMENT REPORT FOR 2025
78
Vytautas
Plunksnis
Member of the Board of the
Management company, Member of
the Investment Committee
Main workplace – INVL Asset
Management, UAB
(code 126263073, Gynėjų Str. 14,
Vilnius) – Head of Private Equity
Unit
The term of office
2023–2027
Educational background and qualifications
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
•
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL Baltic Sea Growth Fund – Investment Committee Member, Partner
•
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL Private Equity Fund II – Investment Committee Member, Partner
•
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL BSGF Co-Invest Fund II – Fund Manager
•
Eco Baltia AS (code 40103435432, Latgales str. 240-3, Rīga, Latvia) – Chairman of
the Supervisory Board
•
Eco Baltic vide, SIA (code 40003309841, Getliņu str. 5, Rumbula, Stopiņu Parish,
Ropazu Municipality, LV-2121, Latvija) – Member of the Supervisory Board
•
Norway Registers Development AS (code 985 221 405 MVA, Lokketangen 20 B,
1337 Sandvika, Norway) – Member of the Board
•
NRD CS, UAB (code 303115085, Gynėjų str. 14, Vilnius) – Member of the Board
•
Novian Systems, UAB (code 125774645, Gynėjų str. 14, Vilnius) – Chairman of the
Board
•
NRD Companies AS (code 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika,
Norway) – Member of the Board
•
Norway Registers Development AS (code NO-985 221 405, Loekketangen 20B,
Sandvika, NO-30, 1337, Norway) – Member of the Board
•
BC MAIB S.A. (code 1002600003778, Constantin Tănase str. 9/1, Chisinau,
Moldova) – Chairman of the Supervisory Board
•
Metal-Plast Spółka z.o.o. (code 0001007622, Brzozie Lubawskie 95b, 13-306
Kurzętnik, Warmińsko-Mazurskie, Poland) – Member of the Supervisory Board
•
PEHART GROUP SRL (code 1610488, Str 1 Mai 1 Cod 515800, Romania) – Member
of the Board
•
Association “Investuotoju Asociacija” (code 302351517, Konstitucijos av 23,
Vilnius) – Chairman of the Board
•
Eesti Keskkonnateenused AS (code 10277820, Artelli 15, Tallinn, 10621, Estonia) –
Member of the Supervisory board
ANNUAL MANAGEMENT REPORT FOR 2025
79
Kazimieras
Tonkūnas
Chairman of the Investment
Committee
Main workplace – INVL Asset
Management, UAB
(code 126263073, Gynėjų Str.
14, Vilnius) – INVL Technology
Managing Partner
Educational background and qualifications
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 CS UAB (code 303115085, Gynėjų St. 14, Vilnius) – 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
•
Novian Technologies, UAB (code 301318539, Gynėjų St. 14, Vilnius) – Chairman of
the Board
Vida
Tonkūnė
Member of the Investment
Committee
Main workplace – INVL Asset
Management, UAB
(code 126263073, Gynėjų Str. 14,
Vilnius) – INVL Technology Partner
Educational background and qualifications
Kaunas University of Technology, bachelor’s degree in business administration (1998)
Baltic Management Institute (BMI), International Executive Master of Business
Administration (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
•
NRD Digital, UAB (code 111647812, Gynėjų St. 14., Vilnius) – Member of the Board
•
Novian Systems, UAB (Gynėjų St. 14, Vilnius 125774645) – Member of the Board
•
NRD Companies AS, UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337
Sandvika, Norway) – member of the Board
•
NRD CS, UAB (code 303115085 Gynėjų St. 14, Vilnius) – Member of the Board
•
Kamieninių ląstelių tyrimų centras, UAB (code 302640781, S. Žukausko st. 21,
Vilnius) – Investment and project manager
ANNUAL MANAGEMENT REPORT FOR 2025
80
Educational background and qualifications
Vilnius Univeristy, Faculty of Economics, Masters degree in Banking (Economist
qualification)
Work experience
2019 – 2023 Luminor Bank AS Lithuanian branch – Head of the financial markets
department in the Baltic States
2012 – 2014 SEB Banka, AS – Head of the financial markets department
2005 – 2019 held various positions in SEB bankas, AB – Dealer, Head of financial
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
-
Paulius
Žurauskas
CEO of the Management company
until 3 January 2025
Audrius
Matikiūnas
Interim CEO of the Management
company from 7 January 2025 until
1 April 2025
Main workplace – INVL Asset
Management, UAB(code 126263073,
Gynėjų St. 14, Vilnius) – Head of
Business Development unit
Educational background and qualifications
Holds master’s degree in law, Mykolo Riomerio university, Lithuania
Work experience
Since December 2023 – INVL Asset Management, UAB – Head of Business Development
unit
2021 – 2023 – INVL Asset Management, UAB – Head of the Alternative Investment
Screening Team
2020 – 2022 – INVL Sustainable Timberland and Farmland Fund II – Capital Fund,
the SubFund of the INVL Alternative Assets Umbrella Fund, a closed-ended composite
investment fund for informed investors managed by INVL Asset Management, UAB –
Manager
2018 – 2022 – INVL Baltic Sea Growth Capital Fund, the Sub-Fund of the INVL
Alternative Assets Umbrella Fund, a closed-ended composite investment fund for
informed investors managed by INVL Asset Management, UAB – Manager
2012 – 2016 – SEB bankas, AB – Compliance officer
2010 – 2012 – AB bank Finasta – Lawyer
2007 – 2010 – SEB bankas, AB – Lawyer
Owned number of shares in INVL Technology
-
ANNUAL MANAGEMENT REPORT FOR 2025
81
Educational background and qualifications
Holds bachelor‘s degree in Economics and Business Administration, Stockholm Scho-
ol of Economics in Riga
Holds master’s degree of science in International Economics and Business speciali-
zation, Stockholm School of Economics in Stockholm
Work experience
2024 – 2025 Koncernas Achemos Grupė, UAB – Chief Financial Officer
2019 – 2023 „Luminor bank“, AS – Head of the Lithuania Branch
2017 – 2019 AB „Luminor bankas“ – Head of Administration
Owned number of shares in INVL Technology
-
Participation in other companies
UAB FMĮ INVL Financial Advisors (company code 304049332, Gynėjų str. 14, Vilnius)
- Member of the Board
AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B-1, Riga,
Latvia) – Member of the Supervisory Board
IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga,
Latvia) – Member of the Supervisory Board
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed
fund INVL Defense Infrastructure Fund I – Investment Committee Member
Andrius Načajus
Main workplace – INVL Asset
Management, UAB
(code 126263073, Gynėjų Str. 14,
Vilnius) – Chief Executive Officer
ANNUAL MANAGEMENT REPORT FOR 2025
82
14. Information about the Audit Committee of the company
The Audit Committee consists of 3 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 elected
for a four-year term of office.
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;
•
observe the process of preparation of financial reports of the Company and submit recommendations on ensuring the liability
of it
•
monitor the efficiency of the internal control and risk management systems of the Management company directly related to
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
report on Audit Committee activities during the last financial year.
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
office of the operating Audit Committee.
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
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
to invite the head of the Management company, member(s) of the Board, the chief financier, employees responsible for finance,
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
Committee members is approved by the General Shareholders Meeting fixing the maximum hourly rate.
14.2. Structure of the Audit Committee
During the General Shareholders Meeting of the Company held on 30 April 2025 Dangutė Pranckėnienė, partner and auditor of
Moore Stephens Vilnius, UAB, Tomas Bubinas and Andrius Lenickas were elected for the Audit Committee of the Company for the
4 (four) years of office term. All members of the Audit Committee are independent, having submitted a notice certifying their
independence
ANNUAL MANAGEMENT REPORT FOR 2025
83
Tomas
Bubinas
Independent member of the Audit
The term of office
2025 – 2028
Educational background and qualifications
2004 – 2005 Baltic Management Institute (BMI), Executive MBA
1997 – 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member
1997 Lithuanian Sworn Registered Auditor
1988 – 1993 Vilnius University, Msc in Economics
Work experience
From 2022 – Individual consulting activity
2013 - 2022 Chief Operating Officer at Biotechpharma UAB
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
-
Dangutė
Pranckėnienė
Independent member of the Audit
The term of office
2025 – 2028
Educational background and qualifications
1995 – 1996 Vilnius Gediminas Technical University, Master of Business Administra-
tion
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
-
ANNUAL MANAGEMENT REPORT FOR 2025
84
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 844 thous
management fee and a Success fee of EUR 3,298 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 Management Report)
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
company’s management. No special benefits were also provided to the management bodies of the Company.
In 2025, the company paid no remuneration to the Management Company for accounting services, these services are included in
the management fee
During 2025, the total remuneration for the members of the Audit Committee of the Company amounted to EUR 1,000
The term of office
2025 – 2028
Educational background and qualifications
Baltic Management Institute (BMI) – Master of Business Administration (MBA)
Association of Chartered Certified Accountants (ACCA) Diploma
Certified Auditor of Lithuania
Vilnius University – Master’s Degree in Economics
Work experience
Since 2023 – Founder and Director, UAB Lea finansai
2013 – 2022 – Group Chief Financial and Administrative Officer, UAB AL holdingas
2010 – 2013 – General Manager, UAB Euroapotheca
2007 – 2010 – Head of Finance for the Baltic States, UAB Sanofi Lietuva
2002 – 2006 – Chief Financial and Administrative Officer, Lawin Attorneys-at-Law
(currently Ellex Valiūnas)
1999 – 2001 – Senior Auditor / Manager, PricewaterhouseCoopers UK
1996 – 1999 – Auditor / Senior Auditor, Coopers & Lybrand
1993 – 1995 – Client Relationship Manager, Balticbankas
Owned number of shares in INVL Technology
-
Andrius Lenickas
Independent member of the Audit
ANNUAL MANAGEMENT REPORT FOR 2025
85
V OTHER INFORMATION
16. References to and additional explanations of the data presented in the annual financial statements
and consolidated financial statements
All data is presented in consolidated and Company’s financial statements of explanatory notes for the year of 2025.
17. Agreements with intermediaries on public trading in securities
INVL Technology has the agreement with Šiaulių bankas AB (Seimyniskiu str. 1, Vilnius, Lithuania, tel. +370 5 203 2233) – on
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
18. Information on Issuer’s branches and representative offices
INVL Technology has no branches or representative offices.
19. 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
of the control (official offering) of the Company.
There are no agreements of 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
20. 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
General risk factors in the business field where the Company and its portfolio companies operate
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
to the Law on Collective Investment Undertakings and other related legal acts, which establish certain specific obligations for
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
laws are applied to the Company with regard to its investments, their diversification, management thereof, etc. Furthermore,
the 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 higherthan-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
and/or will cost more than planned, therefore, the Company’s investments will not be profitable and/or their value will decrease.
When managing this risk, the Management Company will pay sufficient attention to the monitoring of global trends and the
formation of adequate personnel policy by ensuring that the Company’s investments would change subject to technology change
Risk of inflation and deflation
There is a risk that in case of inflation the value of a Share will grow slower than the inflation, which would result in the return
lower than inflation. In such a case, the real return earned by persons who sold the Shares of the Company in the market from
increase in the value of the Shares can be smaller than expected. In case of deflation, there would be a risk that the value of
the Company’s investments will decrease by reason of the drop of the general price level Managing this risk, it will be sought
to ensure the efficient activities and communication of the Company, thus increasing the attractiveness of its Shares to a wider
circle of investors
Risk factors characteristic of Company and its portfolio companies
General risk
The value of investments into the Company can fluctuate significantly in the short term, depending on the situation in the market.
Investments into the Company should be made for a long term in order that the Shareholder could avoid the risk of short-term
price fluctuations. Redemption of the Shares of the Company is limited, i.e. a Shareholder cannot demand that the Company or
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
ANNUAL MANAGEMENT REPORT FOR 2025
86
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
footing). In spite of the fact that the Management uses all efforts in order to ensure the conformity with the above-mentioned
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
risk that relevant fines and default interest will be imposed. To manage this risk, the Management Company will seek to follow 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
I 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
on these projects is less than planned or if their price turns out to be more than planned, this can have a significant adverse
effect on the Company’s activities, its financial situation and performance. Also, there is no guarantee that the current investment
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
Companys’s business can be adversely affected by the loss of major 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
to substitute other similar customers for the lost ones can have an adverse effect on the Companyr’s controlled Operational
Companies’ business, financial situation or performance.
Interest rate risk
There is a risk that in case of fast recovery of the global economy or increase in inflation, central banks will increase base interest
rates and it will be more expensive to service loans received by the Operating companies of the Company, therefore, the value
of the Company’s investments can decrease To manage this risk, the Management Company will seek to consider potential
unfavourable scenarios of economic development when approving the transactions of financing the activities of the Operating
companies of the Company
Currency risk
The Operational Companies enter into a large portion of non-EUR denominated agreements in foreign markets, whereas some of
their performance costs are incurred in EUR, therefore a drop in the rate of respective currencies can have a negative effect on
profitability of the managed companies. A large part of computers and other equipment is purchased from foreign manufactures
where payments are also made in non-EUR currencies Besides, having in mind that the Operational Companies operates in many
states, there is a risk that the attractiveness or profitability of the Company’s investments will decrease also due to fluctuations
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
There is a risk that buyers of products and services of companies (directly or indirectly) owned by the Company will fail to fulfil
their obligations in time – this would have a negative effect on the profit of the Company and/or companies (directly or indirectly)
managed by it In case of late performance of a large part of obligations, the ordinary business of the Company and/or companies
(directly or indirectly) owned by it may be disrupted, it may be necessary to search for additional sources of financing, which may
be not always available. The Company also incurs the risk of keeping funds in bank accounts or investing into short-term financial
instruments. The Management Company will seek to ensure that the Company takes reasonable and economically justifiable
measures when evaluating the counterparties in transactions and their ability to properly perform the assumed obligations
Risk of liquidity of investments
There is a risk that investments into Operational Companies will be relatively illiquid and finding buyers for such companies can
take some time. Furthermore, financing conditions can become worse due to deteriorating economic condition of the world, a
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
(shares, bonds and other financial instruments) are not admitted to trading on regulated markets, there is a probability of facing a
situation when sale of securities, due to absence of demand or other conditions in the market, can take longer than planned or not
be as profitable as planned or may even cause losses. Managing this risk, the Management Company will take measures so that
the Company has sufficient information about the market situation and adopt decisions on the sale of the Company’s investments
based on such information
Liquidity risk
There is a risk that due to deteriorating economic condition of the world, a region or a country it will become difficult/expensive for
the Company (managed by the Management Company) to obtain new loans for acquisition of investment objects or to refinance
old loans, therefore the value of the Company’s investments can decrease In order to reduce this risk, the Management Company
will seek to maintain a sufficient level of liquidity in the Company or will seek to organize timely financing from financial institutions
or other parties Acquiring Shares of the Company, the Shareholders assume the risk of securities liquidity – in case of a drop in
demand for Shares or delisting them from the stock exchange, investors would find it difficult to sell them. In case of deterioration
of the Company’s financial situation, the demand for Shares of the Company, as well as their price may decrease.
ANNUAL MANAGEMENT REPORT FOR 2025
87
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
Companies will be relatively illiquid and finding buyers for such companies can take some time. Furthermore, financing conditions
can become worse due to deteriorating economic condition of the world, a region or a country Therefore, there is a probability
of facing a situation when, due to activities of companies managed by an Operational Company or sale of companies managed
by an Operational Company, the Operational Company will suffer losses, which will be reflected in the Net Asset Value of the
Company. The Portfolio Companies are party to public sector contracts, which may be affected by political and administrative
decisions, and the success and profitability of such contracts may be influenced by political considerations Public sector customers
account for a significant portion of revenues of the Portfolio Companies. The extent and profitability of public sector business
of the Portfolio Companies may be influenced by political considerations. It may also be affected by 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 partners and ability to
transfer receivables under contract, provide the Portfolio Companies with less flexibility than comparable private sector contracts
do Moreover, decisions to decrease public spending may result in the termination or downscaling of public sector contracts,
which could have a material adverse effect on business, results of operations, financial condition and 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 regulations, and the relevant Portfolio Company could be subject to fines, penalties and other sanctions, including
exclusion from participation in tenders for public contracts Any such event would have a material adverse impact on the business,
results of operations, financial condition, prospects and reputation of the Portfolio Company or some of them. The Company could
be subject to information technology theft or misuse, which could result in third party claims and harm its business, reputation,
results and financial condition 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 confidential business information as a result of such an incident could disrupt the Company’s business and
adversely affect its reputation and competitive position, which could materially adversely affect the Company’s business, results
of operation or financial condition.
Risk of insolvency of Operational companies
Operational Companies, in performance of their activities, can face insolvency problems (go bankrupt, undergo restructuring,
etc.). Accordingly, such situations can have a negative effect on the price of the Shares or result in insolvency of the Company
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
IIn case of realisation of one or several of the risks, which would have a negative effect on the value and/or liquidity of Operational
Companies, this can result in the Company’s solvency problems, when the Company will be incapable of fulfilling its obligations.
In such a case, Shareholders of the Company can lose all their funds invested into the Company The Management Company will
provide the Shareholders with all information specified by law which would enable the Shareholders to take respective decisions
regarding the possession or sale of Shares, having regard to the Company’s financial situation.
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
normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the
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
A drop in the price of the Shares can be caused by negative changes in the value of assets and profitability of the Company,
general share market trends in the region and in the world. Trade in Shares of the Company can depend on comments of financial
brokers and analysts and announced independent analyses about the Company and its activities If the analysts give an adverse
opinion about prospects of the Shares of the Company, this can also have a negative effect on the price of Shares in the market.
In assessing shares, non-professional investors are advised to address intermediaries of public trading or other specialists in this
field for help.
Turmoil in emerging markets could cause the value of the Shares to suffer
Financial or other turmoil in emerging markets has in the recent past adversely affected market prices in the world’s securities
markets for companies operating in the affected developing economies. There can be no assurance that renewed volatility
stemming from future financial turmoil, or other factors, such as political unrests that may arise in other emerging markets or
otherwise, will not adversely affect the value of the Shares even if the Lithuanian economy remains relatively stable.
ANNUAL MANAGEMENT REPORT FOR 2025
88
The market value of Shares may be adversely affected by future sales or issues of substantial amounts of Shares
All the Shares of the Company may be provided for sale without any restrictions (except for certain limited restrictions) and there
can be no assurance as to whether or not they will be sold on the market. The Company cannot predict what affect such future
sales or offerings of Shares, if any, may have on the market price of the Shares. However, such transactions may have a material
adverse effect, even if temporary, on the market price of the Shares. Therefore, there can be no assurance that the market price
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
The marketability of the Shares may decline and the market price of the Shares may fluctuate disproportionately in
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
markets, such as Nasdaq, have from time to time experienced, and may experience in the future, significant price fluctuations
in response to developments that are unrelated to the operating performance of particular companies The market price of the
Shares may fluctuate widely, depending on many factors beyond the Company’s control. These factors include, amongst other
things, actual or anticipated variations in operating results and earnings by the Company and the Portfolio Companies and/or their
competitors, changes in financial estimates by securities analysts, market conditions in the industry and in general the status of
the securities market, governmental legislation and regulations, as well as general economic and general market conditions, such
as recession. These and other factors may cause the market price and demand for the Shares to fluctuate substantially and any
such development, if adverse, may have an adverse effect on the market price of the Shares which may decline disproportionately
to the operating performance of the Company and/or the Portfolio Companies The market price of the Shares is also subject to
fluctuations in response to further issuance of Shares by the Company, sales of Shares by the Company’s existing Shareholders,
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
There is a risk that the Company will not pay any dividends. The decision to pay out dividends will depend on the profitability of
activities, cash flows, investment plans as well as the overall financial situation and other circumstances. Managing this risk, the
Management Company will seek to inform the Shareholders, within the terms established by law, about the Company’s financial
results so that the Shareholders could plan their cash flows accordingly.
Liquidity of the Issuer’s shares is not guaranteed
It may be possible that in case an investor wants to urgently sell the Companys’s securities (especially a large number of them),
demand for them on the exchange will not be sufficient. Therefore, sale of shares can take some more time or the investor may
be forced to sell shares at a lower price Analogous consequences could appear after the exclusion of the Company’s Shares from
the Secondary List of Nasdaq. Besides, in case of deterioration of the Company’s financial situation, demand for the Shares of the
Company and, at the same time, their price may decreas
Risk of conflicts of interest
There is a risk that there will be situations when interests of the Management Company (or persons related to it) and the Company
There is a risk that there will be situations when interests of the Management Company (or persons related to it) and the Company
or Shareholders will differ or interests of individual Shareholders will differ, i.e. there will be a conflict of interest. When it is
impossible to avoid a conflict of interest, the Management Company must ensure that Shareholders are treated fairly. Employees
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
the Investment Committee and the Advisory Committee (if any formed) about a potential or existing conflict of interest. The
Investment Committee, approving of investment decisions, shall take into account the information presented to it about potential
or existing conflicts of interest. The Investment Committee shall immediately inform the head and the Board of the Management
Company about conflicts of interest it is aware of. Following legal acts regulating organisation of activities of collective investment
undertakings, the Management Company has implemented appropriate measures for avoiding conflicts of interest, which enable
to perform the activities of managing the risk of conflicts of interest and managing conflicts of interest independently, in order to
avoid/reduce the risk of conflicts of interest or properly manage a conflict of interest when it occurs.
Risk related to forward-looking statements (statements in the future tense)
Forward-looking statements are based on estimates, opinion, expectations and forecasts regarding future events and financial
trends that will possibly have an impact on the Company’s activities Future-looking statements include information about
potential or presumable results of the Company’s activities, investment strategy, contractual relationships, borrowing plans,
investment conditions, effect of future regulation and other information. The Company cannot assure that the forward-looking
statements will reflect future events and circumstances fully and correctly. The Company, the 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
ANNUAL MANAGEMENT REPORT FOR 2025
89
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
conduct transactions the knowledge of which is not sufficiently wide to create significant competition.
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
who demanded such redemption. Accordingly, if the Company becomes subject to the duty to offer to the Shareholders redemption
of its own Shares and if such a redemption is requested by the Shareholders holding a significant number of Shares, the Company
may be forced to sell its investments urgently, which can significantly reduce the return earned by the Company from the sale of
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
or where Operational Companies, into which the Company invests, operate, such changes in legal acts can have a negative effect
on the protection of the Company’s investments, the activities, profitability and value of the Operational Companies or such
changes in legal acts can have a negative effect on rights and interests of the Company otherwise. Managing this risk, it will be
sought to have in place an effective regulation monitoring system and participate in associated business structures which can
have a lawful impact on legislative processes that are significant to the Company.
Risk related to possible liability of the Company
There is a risk that the activities of the Company and the general performance results of the Company can be negatively affected
by demands and claims regarding non-disclosed or non-identified obligations and/or violations in connection with investments
acquired by the Company, which may result in the Company’s liability for such obligations and/or violations and for this reason
the value of the Company’s investments and, at the same time, the price of the Shares can significantly decrease. It should be
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
for five calendar years preceding the year of review. Management is not aware of any circumstances that could lead to significant
tax charges and penalties in the future that have not been provided for or disclosed in these financial statements. Uncertain tax
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
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
Risk of breach of diversification requirements
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
company, and such non-compliance with diversification requirements will last for more than 4 years from the date of the permission
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
requirements for investment diversification.
The global credit crisis may have an impact on higher borrowing costs and the availability of borrowed capital
The availability of borrowed capital may be limited in Europe as a result of the ongoing recession and financial difficulties, leading
to an increase in borrowing costs. The difficult economic situation in Greece, Spain, Cyprus and other EU Member States can
negatively affect the financial situation of banks operating in Europe. In addition, the risk of lower consumer confidence can have
a negative impact on financial markets and economic conditions in the European Union and globally, which could have significant
negative consequences on the Group’s activities in a variety of ways: (i) it may be difficult or impossible to raise capital to cover
further acquisitions of the Group and existing debts and liabilities; (ii) the risk of the Group’s difficult financial situation may
increase as a result of the current economic situation
Fraud Risk
Although the Company and its Management Company have implemented control procedures designed to mitigate potential fraud
risk, there remains a possibility that an external or internal fraudulent act could occur at any level of the Company or its operating
entities, which could materially reduce the value of the investments
ANNUAL MANAGEMENT REPORT FOR 2025
90
Sustainability risks factors and their impacts
Sustainability risk
Sustainability risk refers to an environmental, social, or governance (ESG) event or condition that, if it occurs, could cause
an actual or potential material negative impact on the value of investments The materialisation of sustainability risks may
adversely affect the Company’s net asset value and, consequently, the value of its investors’ assets. The Company’s Manager
has adopted and continuously improves internal procedures for identifying and managing sustainability risks relevant to its
financial products. These measures vary depending on the asset class, investment strategy, and investment horizon. The primary
document governing the integration of sustainability risks is the Responsible Investment and Sustainability Risk Integration
Policy, which outlines the key principles for integrating sustainability risks across different asset classes. The regularly updated
Policy is available on the Management Company’s website: https://www invl com/en/sustainability
Although the Company does not invest in highly emitting business sectors, other ESG-related risks may be material to its
investments – for example, energy resource and waste management, data security, anti-corruption (particularly when investing
in countries with higher corruption levels), and human capital management within both the investee companies and their supply
chains Given the currently underdeveloped state of ESG regulation and the practical uncertainties in its application, there is a risk
that the Company’s investments may insufficiently or inadeqately identify and/or manage material sustainability risks, potentially
resulting in financial losses or a decline in asset value
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)
Climate change risk
Climate change risks are also relevant to nearly all business sectors. Climate change is widely acknowledged as a significant
threat to the global economy The Company’s investments may face both physical and transition risks related to the shift toward a
low-carbon economy Physical risks may arise from more frequent extreme weather events, rising temperatures, or other climate
impacts Transition risks may stem from changing legal requirements, taxation, market or reputational pressures associated with
the reduction of greenhouse gas emissions In response, the Company’s Manager has adopted a decision not to invest in highly
emitting economic sectors The regularly reviewed exclusion list is included in the Responsible Investment and Sustainability
Risk Integration Policy The application of this exclusion list constitutes the main sustainability risk management measure used
in relation to the Company’s investments Nonetheless, climate-related risks remain complex and may have unforeseen negative
impacts on individual investments or the overall portfolio
The Company itself is also exposed to sustainability-related regulatory compliance risks Although the Company does not promote
environmental or social characteristics through its investments, it is subject to regulatory obligations to appropriately integrate
and manage sustainability risks. The Company’s Manager actively monitors sustainability risk management across its financial
products and continuously improves its processes However, due to the immature state of the sustainability topic and the
constant evolution of legal requirements, there is an increased risk of non-compliance with financial sector sustainability-related
regulations As a result, the Company’s Manager cannot guarantee that current sustainability practices will meet future regulatory
requirements, reporting frameworks, or market best practices, thereby increasing the Company’s legal liability risks Ensuring
compliance or adapting to changes in regulatory expectations may also result in increased administrative burden and costs
Geopolitical risk
There is a risk that the Company operations may be affected by geopolitical changes (e.g., state conflicts, internal conflicts
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
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
Risk of corruption
The company will invest in countries where the level of corruption is significantly higher than in Lithuania or other European Union
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
21. 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
ANNUAL MANAGEMENT REPORT FOR 2025
91
22. 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
There are no significant agreements of the company which would come into force, be amended or cease to be valid if there was
a change in Issuer‘s controlling shareholder
23. 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
24. Information on the related parties’ transaction
Information on the related parties’ transactions is disclosed in an annual financial statements’ 16 note of explanatory notes for
the year of 2025
25. 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
shareholders‘ or stakeholders‘ interests, etc.) made in the name of the issuer that had or potentially could have negative effects
in the future on the issuer‘s activities or business results. There were also no transactions where a conflict of interest was present
between 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
26. 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
26.1. Employees
At the end of 2025, as well as in 2024 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
26.2. Environmental protection and actions regarding climate change
Due to the nature of the Company’s investment activities, its governance structure, and the fact that the Company itself has no
employees, it does not maintain a formal environmental policy or formal climate change objectives and, in this context, does not
collect or disclose environmental indicators
26.3. Information about activities of the Company in the field of research and development
INVL Technology did not deliver major research and expansion projects in 2025
26.4. 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 Prevention of money laundering and terrorist financing and the implementation of international sanctions, which determine
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
During 2025 sanctioned persons were not identified, the Company did not conduct activities in sanctioned countries. The Company
adheres to zero tolerance regarding issues related to the risks of money laundering and terrorist financing and the implementation
of international sanctions
26.5. Fight against corruption and bribery
To reduce the risk of external and internal bribery, the Company applies internal procedures that ensure the transparency of
operations by preventing the possibility of involvement in criminal offences. The Company expects appropriate behaviour from its
employees and partners, however it cannot assess the diversity of all possible situations
ANNUAL MANAGEMENT REPORT FOR 2025
92
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
to bribery of foreign officials (and not only) when concluding international business transactions and other actions related to
bribery)
26.6. Key Intangible Resources
One of the key intangible resources of the Company is its listing on the Nasdaq Vilnius Secondary List, which enhances the Com-
pany’s transparency, credibility, and accessibility to investors. The listing provides an opportunity to attract capital more effi-
ciently, increases the Company’s liquidity, strengthens its market position, and helps improve its reputation These intangible
resources play a crucial role in creating the Company’s value by strengthening its financial stability, long-term growth, and com-
petitiveness in the market
26.7. Additional non-financial information, the disclosure of sustainability-related information
The Issuer does not promote specific environmental and/or social characteristics and does not have a sustainable investment
objective. Therefore, the investments underlying this financial product do not take into account the EU criteria for environmentally
sustainable economic activities
27. Information on significant changes in the information provided to investors in accordance with
Article 18 of the LMACIU
In 2025, the information required to be disclosed under Article 18 of the LMACIU was not significantly changed.
28. Data on the publicly disclosed information
The information publicly disclosed of INVL Technology during 2025 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 2025 is given below
Date of disclosure Brief description of disclosed information
31 01 2025 Information about shares issued by INVL Technology and votes granted
05 02 2025 Regarding the approval of INVL Technology prospectus
24 02 2025 Information about shares issued by INVL Technology and votes granted
07 04 2025 Audited results of INVL Technology of 2024
07 04 2025 Presentation of INVL Technology
07 04 2025 Announcement of the net asset value of INVL Technology as of 31 December 2024
08 04 2025 The decision of the management company of INVL Technology on the purchase of own shares
08 04 2025
Convocation of the General Ordinary Shareholders Meeting of INVL Technology and draft resolutions on
agenda issue
17 0 4 2025 INVL Technology will buy-back its own shares
22 04 2025 Information about shares issued by INVL Technology and votes granted
30 04 2025 Resolutions of the General Ordinary Shareholders Meeting of INVL Technology
30 04 2025 INVL Technology Interim information for 3 months of 2025
30 04 2025 Announcement of the net asset value of INVL Technology as of 31 March 2025
30 04 2025 Information about shares issued by INVL Technology and votes granted
05 05 2025 Enlight Research revises target price for INVL Technology’s shares
08 05 2025 NRD Cyber Security recorded strong growth and international expansion in 2024
18 06 2025 Novian’s consolidated revenue increased 2 4% in 2024 to EUR 38 9 million
01 07 2025 Information about shares issued by INVL Technology and votes granted
04 07 2025 Regarding the approval of INVL Technology prospectus
17 07 2025 Information about shares issued by INVL Technology and votes granted
ANNUAL MANAGEMENT REPORT FOR 2025
93
18 07 2025 INVL Technology terminated agreement with investment advisor
26 08 2025 Announcement of the net asset value of INVL Technology as of 30 June 2025
26 08 2025 INVL Technology results for 6 months of 2025
26 08 2025 Presentation of INVL Technology
22 09 2025 Enlight Research updates valuation of INVL Technology and raises target share price
29 09 2025 Novian’s Revenue for the First Half of 2025 Reached EUR 12 5 Million
09 09 2025
The first half of 2025 brought NRD Cyber Security a 45% increase in revenue and a strategic shift
towards a cybersecurity-as-a-service model
14 09 2025
NRD Companies Delivers Double-Digit Revenue Growth and Expands Global Digital Transformation
Footprint in H1 2025
24 09 2025 NRD Cyber Security completes successful phase in Bangladesh and plans to focus on regional expansion
31 10 2025 Announcement of the net asset value of INVL Technology as of 30 September 2025
31 10 2025 INVL Technology results for 9 months of 2025
22 12 2025 INVL Technology investor’s calendar for 2026
Summary of the notifications on transactions in INVL Technology shares concluded by managers of the Company during 2025
Date Person
Number of
securities
Security
price
(EUR)*
Total Value of
transaction
(EUR)
Form of
transaction
Type of
transaction
Place of
transaction
Form of settle-
ment
- - - - - - - - -
Explanations:
AUTO – automated trade concluded on a regulated market
XOFF – trade concluded outside the regulated market
ANNUAL MANAGEMENT REPORT FOR 2025
94
29. 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 21 October 2024, has decided to conclude an agreement with UAB „BDO auditas ir apskaita“ to carry out of
the audit of the annual financial statements of the INVL Technology for 2024, 2025, 2026 years and establish the payment in the
amount of EUR 52,500 for all three years (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 25 percent of the total remuneration approved by this decision if the scope of audit work changes
significantly.
In 2025 the cost of audit services was EUR 20,981 (including VAT, as the Company does not have right to a deduction of VAT)
Audit company BDO auditas ir apskaita, UAB
Adress of the registered office K Baršausko St 66, LT-51436 Kaunas
Code 135273426
Telephone +370 37 320390
E-mail info@bdo lt
Website www bdo lt
No internal audit is performed in the Company
INVL Technology
Managing partner Kazimieras Tonkūnas
ANNUAL MANAGEMENT REPORT FOR 2025
95
APPENDI X 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
Address: Gynėjų Str. 14, Vilnius,
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
Legal, consultancy and project
management knowledge center
Phone +370 696 57105
E-mail info@nrd no
www nrdcompanies com
NRD Digital UAB
Code: 111647812
Address: Gynėjų Str. 14, Vilnius
01109
Legal form: private limited liability
company
Registered: 15-10-1998
Information system design and
maintenance
Phone +370 696 57105
E-mail info@nrd no
www nrdcompanies com
NRD Bangladesh Ltd.
Code: C-135712/2017
Address: Eastern Commercial
Complex, Room No 1/11, (1st
floor), 73, Kakrail, Dhaka,
Bangladesh
Legal form: private limited liability
company
Registered: 02-02-2017
A sales, project execution and
warranty service company
contributing to operations in the
South Asia region
Phone+88 017 131 22331
E-mail: bkb@nrd no
www nrdcs eu
Novian UAB
Code: 121998756
Address: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 25-06-1993
IT services, IT solutions, software
development
Phone +370 5 2190 000
www novian io
Novian Technologies
UAB
Code: 301318539
Address: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 03-12-2007
IT services and solutions 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;
Digitization
Phone +370 5 2190 000
E-mail info technologies@
novian lt
www novian io
Novian Eesti OÜ
Code: 14552803
Address: Pärnu mnt 105, 11312
Tallinn, 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
ANNUAL MANAGEMENT REPORT FOR 2025
96
Zissor AS
Code: 986 845 550
Address: Amesto AccountHouse
Sankt Halvards gate 2B 3015
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
Address: Şciusev A. 89, sec.
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
www novian io
Novian Rwanda Ltd.
Code: 105378191
Address: Remera, Gasabo, Umujyi
wa Kigali, Rwanda
Legal form: private limited liability
company
Registered: 23-02-2016
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
Address: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 15-10-2001
Development, modernization and
maintenance of information systems,
projects using artificial intelligence,
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 io
Novian Pro UAB
Code: 300064148
Address: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 29-10-2004
Development, modernization and
maintenance of information systems
for the energy, aviation, space,
public administration and defence
sectors. Projects applying artificial
intelligence, big data, process
automation solutions
Phone +370 37 474011
E-mail: info pro@novian lt
www novian io
NRD CS UAB
Code: 303115085
Adress: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 06-08-2013
A company that offers cybersecurity
solutions, consulting and other
services
Phone +370 5 219 1919
E-mail info@nrdcs lt
www nrdcs eu
FINtime UAB
Code: 304192355
Adress: Gynėjų Str. 14, Vilnius
Legal form: private limited liability
company
Registered: 29-02-2016
Financial and accounting services Phone +370 694 95141
ANNUAL MANAGEMENT REPORT FOR 2025
97
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
well as its specific provisions or recommendations. In any cases of non-compliance with this Code or some of its provisions or
recommendations of the Code, the specific provisions or recommendations that are not complied with must be indicated and the
reasons for such non-compliance must beare specified. In addition, other explanatory information indicated in this form is also
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 and 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
Principals / recommendations
Yes/No/Not
applicable
Comment
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders The corporate governance
framework should protect the rights of shareholders
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
process where significant corporate matters are
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 Annual
management 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 MANAGEMENT REPORT FOR 2025
98
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
association – adhering to the notification deadlines and
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’
opportunities to participate effectively at general
meetings of shareholders, it is recommended that
companies should apply modern technologies on
a wider scale and thus provide shareholders with
the conditions to participate and vote in general
meetings of shareholders via electronic means
of communication In such cases the security of
transmitted information must be ensured and it
must be possible to identify the participating and
voting person
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
company are specified in the draft decisions of
the general meeting of shareholders Where it is
proposed to elect a new member of the collegial
body, it is recommended that the information
about his/her educational background, work
experience and other managerial positions held
(or proposed) should be provided
Yes
If these issues are on the agenda of the general meeting
of shareholders, all required information on the proposed
collegial body, audit company are specified in the draft
decisions of the General Meeting of Shareholders
ANNUAL MANAGEMENT REPORT FOR 2025
99
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
for the Company’s financial statements.
Principle 2: Supervisory board
Functions and liability of the supervisory board
The supervisory board of the company should ensure representation of the interests of the company and its shareholders,
accountability of this body to the shareholders and objective monitoring of the company’s operations and its management
bodies as well as constantly provide recommendations to the management bodies of the company The supervisory board
should ensure the integrity and transparency of the company’s financial accounting and control system
2 1 1 Members of the supervisory board should
act in good faith, with care and responsibility
for the benefit and in the interests of the
company and its shareholders and represent
their interests, having regard to the interests of
employees and public welfare
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
2 1 2 Where decisions of the supervisory board
may have a different effect on the interests of
the company’s shareholders, the supervisory
board should treat all shareholders impartially
and fairly It should ensure that shareholders are
properly informed about the company’s strategy,
risk management and control, and resolution of
conflicts of interest.
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
2 1 3 The supervisory board should be impartial
in passing decisions that are significant for the
company’s operations and strategy Members
of the supervisory board should act and pass
decisions without an external influence from the
persons who elected them
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
2 1 4 Members of the supervisory board should
clearly voice their objections in case they believe
that a decision of the supervisory board is against
the interests of the company Independent
4
members of the supervisory board should: a)
maintain independence of their analysis and
decision-making; b) not seek or accept any
unjustified privileges that might compromise
their independence
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
³ For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions
⁴ For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated parties defined in Article
31(7) and (8) of the Law on Companies of the Republic of Lithuania
ANNUAL MANAGEMENT REPORT FOR 2025
100
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
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
2 1 6 The company should ensure that the
supervisory board is provided with sufficient
resources (including financial ones) to
discharge their duties, including the right to
obtain all the necessary information or to seek
independent professional advice from external
legal, accounting or other experts on matters
pertaining to the competence of the supervisory
board and its committees
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania Law on
Companies, the Supervisory Board of the Company is not
formed
2.2. Formation of the supervisory board
The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective
and fair corporate governance
2 2 1 The members of the supervisory board
elected by the general meeting of shareholders
should collectively ensure the diversity of
qualifications, professional experience and
competences and seek for gender equality With
a view to maintain a proper balance between the
qualifications of the members of the supervisory
board, it should be ensured that members of
the supervisory board, as a whole, should have
diverse knowledge, opinions and experience to
duly perform their tasks
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
2 2 2 Members of the supervisory board should
be appointed for a specific term, subject to
individual reelection for a new term in office
in order to ensure necessary development of
professional experience
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
2 2 3 Chair of the supervisory board should
be a person whose current or past positions
constituted no obstacle to carry out impartial
activities A former manager or management
board member of the company should not
be immediately appointed as chair of the
supervisory board either Where the company
decides to depart from these recommendations,
it should provide information on the measures
taken to ensure impartiality of the supervision
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
2.2.4. Each member should devote sufficient time
and attention to perform his duties as a member
of the supervisory board Each member of the
supervisory board should undertake to limit
his other professional obligations (particularly
the managing positions in other companies) so
that they would not interfere with the proper
performance of the duties of a member of the
supervisory board Should a member of the
supervisory board attend less than a half of the
meetings of the supervisory board throughout the
financial year of the company, the shareholders
of the company should be notified thereof.
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
ANNUAL MANAGEMENT REPORT FOR 2025
101
2 2 5 When it is proposed to appoint a member
of the supervisory board, it should be announced
which members of the supervisory board are
deemed to be independent The supervisory
board may decide that, despite the fact that
a particular member meets all the criteria of
independence, he/she cannot be considered
independent due to special personal or company
related circumstances
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
2 2 6 The amount of remuneration to members
of the supervisory board for their activity and
participation in meetings of the supervisory
board should be approved by the general meeting
of shareholders
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
2 2 7 Every year the supervisory board should
carry out an assessment of its activities It
should include evaluation of the structure of
the supervisory board, its work organization
and ability to act as a group, evaluation of the
competence and work efficiency of each member
of the supervisory board, and evaluation
whether the supervisory board has achieved
its objectives The supervisory board should,
at least once a year, make public respective
information about its internal structure and
working procedures
Not applicable
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
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
and the Chief Executive Officer of the Company.
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
and the Chief Executive Officer of the Company.
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
and the Chief Executive Officer of the Company.
The compliance with the laws and the provisions of
the Company’s internal policies is ensured by the
Management Company and its employees
ANNUAL MANAGEMENT REPORT FOR 2025
102
3 1 4 Moreover, the management board should
ensure that the measures included into the
OECD Good Practice Guidance
5
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
and the Chief Executive Officer of the Company.
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
the candidate’s qualifications, experience and
competence
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
and the Chief Executive Officer of the Company.
The Management Company of the Company has
approved the Code of Ethics, which establishes the
ethical standards relevant to the activities of the
Company
3.2. 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
ensure the required diversity of qualifications,
professional experience and competences
and seek for gender equality With a view to
maintain a proper balance in terms of the current
qualifications possessed by the members of the
management board, it should be ensured that
the members of the management board would
have, as a whole, diverse knowledge, opinions
and experience to duly perform their tasks
Not applicable
Due to the specifics of the Company’s activities, the
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
Management Company must be of sufficiently good
repute and have sufficient work experience to ensure
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,
qualifications, professional experience,
current positions, other important professional
obligations and potential conflicts of interest
should be disclosed without violating the
requirements of the legal acts regulating the
handling of personal data at the meeting of the
supervisory board in which the management
board or individual members of the management
board are elected In the event that the
supervisory board is not formed, the information
specified in this paragraph should be submitted
to the general meeting of shareholders The
management board should, on yearly basis,
collect data provided in this paragraph on its
members and disclose it in the company’s annual
report
Due to the specifics of the Company’s activities, the
General Shareholders Meeting of the Company does
not elect the members of the Board of the Management
Company
Information about the education, qualification,
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
management 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
the functions of the Board and the Chief Executive Officer
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
⁵ Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www oecd org/daf/anti-bribery/44884389 pdf
ANNUAL MANAGEMENT REPORT FOR 2025
103
3 2 4 Members of the management board
should be appointed for a specific term, subject
to individual re-election for a new term in office
in order to ensure necessary development of
professional experience and sufficiently frequent
reconfirmation of their status.
Not applicable
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
Executive Officer of the Company.
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, the
Company’s General Meeting of Shareholders does not
elect the members of the Management Company’s
Board, who, in turn, elect the Chairman of the Board
from among themselves
3 2 6 Each member the management board
should give sufficient time and attention to
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
financial year of the Company, the Company’s
Supervisory Board should be informed if the
Supervisory Board is not formed in the Company
- the General Shareholder Meeting
Due to the specifics of the Company’s activities,
attencdance of the Management Company’s Board
meetings is not recorded in the Annual management
report of the Company
The Company discloses information on number of the
Company’s Investment Committee meetings in the
Annual management report of the Company
3 2 7 In the event that the management board
is elected in the cases established by the Law
where the supervisory board is not formed at
the company, and some of its members will be
independent
6
, 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
Due to Company‘s management specifics, independency
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 management 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
responsibility for the benefit and the interests
of the company and its shareholders with due
regard to other stakeholders When adopting
decisions, they should not act in their personal
interest; they should be subject to no-compete
agreements and they should not use the
business information or opportunities related
to the company’s operations in violation of the
company’s interests
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
⁶ For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons defined in Article 33(7) of
the Law on Companies of the Republic of Lithuania
ANNUAL MANAGEMENT REPORT FOR 2025
104
3 2 10 Every year the management board
should carry out an assessment of its activities
It should include evaluation of the structure of
the management board, its work organization
and ability to act as a group, evaluation of the
competence and work efficiency of each member
of the management board, and evaluation
whether the management board has achieved
its objectives The management board should,
at least once a year, make public respective
information about its internal structure and
working procedures in observance of the legal
acts regulating the processing of personal data
Not applicable
Due to Company‘s management specifics, the
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-
re efficient operation and decision-making of these bodies and promote active cooperation between the company’s manage-
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
benefit for the company and its shareholders.
Good corporate governance requires an open
discussion between the management board
and the supervisory board The management
board should regularly and, where necessary,
immediately inform the supervisory board about
any matters significant for the company that are
related to planning, business development, risk
management and control, and compliance with
the obligations at the company The management
board should inform he supervisory board about
any derogations in its business development from
the previously formulated plans and objectives
by specifying the reasons for this
Not applicable
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
Executive Officer of the Company.
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
4 2 It is recommended that meetings of the
company’s collegial bodies should be held at
the respective intervals, according to the pre-
approved schedule Each company is free to
decide how often meetings of the collegial bodies
should be convened but it is recommended that
these meetings should be convened at such
intervals that uninterruptable resolution of
essential corporate governance issues would
be ensured Meetings of the company’s collegial
bodies should be convened at least once per
quarter
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
and the Chief Executive Officer of the Company.
Meetings of the Management Company’s Board are held
at such intervals as to ensure uninterrupted resolution
of essential issues of the Company’s management
4.3. Members of a collegial body should be notified
of the meeting being convened in advance so
that they would have sufficient time for proper
preparation for the issues to be considered at
the meeting and a fruitful discussion could
be held and appropriate decisions could be
adopted Along with the notice of the meeting
being convened all materials relevant to the
issues on the agenda of the meeting should
be submitted to the members of the collegial
body The agenda of the meeting should not be
changed or supplemented during the meeting,
unless all members of the collegial body present
at the meeting agree with such change or
supplement to the agenda, or certain issues that
are important to the company require immediate
resolution
Yes / No
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
and the Chief Executive Officer of the Company.
The Board of the Management Company of the
Company are notified of the meeting being convened
and all materials relevant to the issues on the agenda
of the meeting are submitted to them
ANNUAL MANAGEMENT REPORT FOR 2025
105
4 4 In order to coordinate the activities of the
company’s collegial bodies and ensure effective
decision-making process, the chairs of the
company’s collegial supervision and management
bodies should mutually agree on the dates and
agendas of the meetings and close cooperate
in resolving other matters related to corporate
governance Meetings of the company’s
supervisory board should be open to members
of the management board, particularly in such
cases where issues concerning the removal
of the management board members, their
responsibility or remuneration are discussed
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 and the Chief Executive
Officer of the Company.
Pursuant to Article 78(1) of the Republic of Lithuania
Law on Companies, the Supervisory Board of the
Company is not formed
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory
board is not formed, of the management board which performs the supervisory functions by ensuring that decisions are
based on due consideration and help organise its work in such a way that the decisions it takes would be free of material
conflicts of interest. Committees should exercise independent judgment and integrity when performing their functions and
provide the collegial body with recommendations concerning the decisions of the collegial body. However, the final decision
should be adopted by the collegial body
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
7
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
the three different committees.
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
⁷ The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of the Republic of Lithuania
provides that public-interest entities (including but not limited to public limited liability companies whose securities are traded on a regulated market of the Republic of
Lithuania and/or of any other Member State) are under the obligation to set up an audit committee (the legal acts provide for the exemptions where the functions of the
audit committee may be carried out by the collegial body performing the supervisory functions)
ANNUAL MANAGEMENT REPORT FOR 2025
106
5 1 5 The authority of each committee formed
should be determined by the collegial body
itself Committees should perform their duties
according to the authority delegated to them and
regularly inform the collegial body about their
activities and performance on a regular basis
The authority of each committee defining its
role and specifying its rights and duties should
be made public at least once a year (as part
of the information disclosed by the company
on its governance structure and practice on
an annual basis) In compliance with the legal
acts regulating the processing of personal
data, companies should also include in their
annual reports the statements of the existing
committees on their composition, the number
of meetings and attendance over the year as
well as the main directions of their activities and
performance
Not applicable
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
is to be applied should be specified in the rules
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
candidates to fill vacancies in the membership
of supervisory and management bodies and the
administration and recommend the collegial body
to approve them The nomination committee
should evaluate the balance of skills, knowledge
and experience in the management body, prepare
a description of the functions and capabilities
required to assume a particular position and
assess the time commitment expected; 2)
assess, on a regular basis, the structure, size and
composition of the supervisory and management
bodies as well as the skills, knowledge and
activity of its members, and provide the
collegial body with recommendations on how the
required changes should be sought; 3) devote
the attention necessary to ensure succession
planning
Not applicable
Due to the 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 MANAGEMENT REPORT FOR 2025
107
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,
including the fixed-rate remuneration,
performance-based remuneration, financial
incentive schemes, pension arrangements and
termination payments as well as conditions
which would allow the company to recover the
amounts or suspend the payments by specifying
the circumstances under which it would be
expedient to do so;
2) submit to the collegial body proposals
regarding individual remuneration for members
of the collegial bodies and the heads of the
administration in order to ensure that they would
be consistent with the company’s remuneration
policy and the evaluation of the performance of
the persons concerned;
3) review, on a regular basis, the remuneration
policy and its implementation
Not applicable
Due to the Company’s management type, the
Renumeration Committee is not formed
5.4. Audit committee
5 4 1 The key functions of the audit committee
are defined in the legal acts regulating the
activities of the audit committee
8
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
provided with detailed information on specific
issues of the company’s accounting system,
finances and operations. The heads of the
company’s administration should inform the audit
committee about the methods of accounting
for significant and unusual transactions where
the accounting may be subject to different
approaches
Yes
The 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
Company’s specific accounting, financial and other
operational features;
2) the Audit committee is informed of the methods
used to account for significant and unusual transactions
where the accounting treatment may be open to
different approaches. The Audit committee is furnished
with complete information on particulars of accounting,
financial and other operations of the Company;
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
finance officer (or senior employees responsible
for finance and accounting), the internal and
external auditors in its meetings is required
(and, if required, when) The committee should
be entitled, when needed, to meet the relevant
persons without members of the management
bodies present
Yes
The Audit committee has the right to invite to its
meetings the manager and members (member) of the
Board of the Management Company, the chief financier,
employees responsible for finance, accounting and
treasury issues, external auditors and other persons,
whose presence is admitted necessary considering
questions scheduled for the Audit committee meeting
⁸ Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the Council of 16 April 2014 on specific
requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements of the Republic of Lithuania, and the Rules Regulating the
Activities of Audit Committees approved by the Bank of Lithuania
ANNUAL MANAGEMENT REPORT FOR 2025
108
5 4 4 The audit committee should be informed
about the internal auditor’s work program and
should be furnished with internal audit reports
or periodic summaries The audit committee
should also be informed about the work program
of external auditors and should receive from the
audit firm a report describing all relationships
between the independent audit firm and the
company and its group
Yes
The 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
Ordinary General Meeting of Shareholders
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the company’s supervisory and management bodies to
avoid conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to
members of the supervisory and management bodies
Any member of the company’s supervisory and
management body should avoid a situation
where his/her personal interests are or may
be in conflict with the company’s interests. In
case such a situation did occur, a member of
the company’s supervisory or management
body should, within a reasonable period of time,
notify other members of the same body or the
body of the company which elected him/her or
the company’s shareholders of such situation
of a conflict of interest, indicate the nature of
interests and, where possible, their value
Yes / 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
and the Chief Executive Officer of the Company.
The Management Company must have such an
organizational structure that would help to avoid
conflicts of interest. When it is impossible to avoid
conflicts of interest, the Management Company must
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
prevent potential conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads
of the administration, in addition it should ensure the publicity and transparency of the company’s remuneration policy and
its long-term strategy
7 1 The company should approve and post
the remuneration policy on the website of the
company; such policy should be reviewed on
a regular basis and be consistent with the
company’s long-term strategy
Yes
The Company is subject to the Remuneration policy of
the Management Company, which is approved by the
Board of the Management Company
Remuneration policies are reviewed in accordance with
legal requirements
7 2 The remuneration policy should include
all forms of remuneration, including the fixed-
rate remuneration, performance-based
remuneration, financial incentive schemes,
pension arrangements and termination payments
as well as the conditions specifying the cases
where the company can recover the disbursed
amounts or suspend the payments
Yes
The Management Company’s remuneration policy
covers all forms of remuneration that may be paid,
i. ie: fixed part of remuneration, variable part of
remuneration (allocated based on the Company's and
/ or employee's performance) The Company may pay
pension contributions to the third pillar pension funds
for the benefit of employees, as well as non-monetary
benefits may be provided to the Company's employees.
ANNUAL MANAGEMENT REPORT FOR 2025
109
7.3. With a view to avoid potential conflicts of
interest, the remuneration policy should provide
that members of the collegial bodies which
perform the supervisory functions should not
receive remuneration based on the company’s
performance
Yes / No
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company
7 4 The remuneration policy should provide
sufficient information on the policy regarding
termination payments Termination payments
should not exceed a fixed amount or a fixed
number of annual wages and in general should
not be higher than the non-variable component
of remuneration for two years or the equivalent
thereof Termination payments should not be paid
if the contract is terminated due to inadequate
performance
Not applicable
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company
According to the policies, the Company does not have
the policy of termination payments
7.5. In the event that the financial incentive
scheme is applied at the company, the
remuneration policy should contain sufficient
information about the retention of shares after
the award thereof Where remuneration is
based on the award of shares, shares should
not be vested at least for three years after the
award thereof After vesting, members of the
collegial bodies and heads of the administration
should retain a certain number of shares until
the end of their term in office, subject to the
need to compensate for any costs related to the
acquisition of shares
Yes / No
The Company is subject to the remuneration policy of
the Management Company, which is approved by the
Board of the Management Company
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 pro
rata basis is realized through the attribution of shares
(i e the granting or acquisition of the right to acquire
the respective amounts of shares at different terms),
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
relevant, subsequent financial years. It should
also contain a review of how the remuneration
policy was implemented during the previous
financial year. The information of such nature
should not include any details having a
commercial value Particular attention should
be paid on the major changes in the company’s
remuneration policy, compared to the previous
financial year.
Yes
The Company publishes a Remuneration report 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
Yes/No
The Company is subject to the Remuneration policy of
the Management Company, which is approved by the
Board of the Management Company
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements
and encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial
sustainability In the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers,
clients, local community and other persons having certain interests in the company concerned
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
ANNUAL MANAGEMENT REPORT FOR 2025
110
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
possibility of reporting confidentially any illegal
or unethical practices to the collegial body
performing the supervisory function
No
The Company does not provide possibility of reporting
confidentially any illegal or unethical practices.
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues,
including the financial situation, operations and governance of the company
9 1 In accordance with the company’s procedure
on confidential information and commercial
secrets and the legal acts regulating the
processing of personal data, the information
publicly disclosed by the company should include
but not be limited to the following:
Yes
The information referred to below in this recommendation
is disclosed in notifications of material events published
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
9.1.1. operating and financial results of the
company;
Yes
Company publishes interim and Annual management
reports
9.1.2. objectives and non-financial information of
the company;
Yes
Company publishes interim and Annual management
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
relationships by specifying the final beneficiary;
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
and the Chief Executive Officer of the Company.
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
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
operates; group-specific risk factors; risk factors
related to the Company's shares
ANNUAL MANAGEMENT REPORT FOR 2025
111
9 1 7 the company’s transactions with related
parties
Yes
Information is provided in interim and management
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
responsibility policy and anti-corruption fight,
significant current or planned investment
projects This list is deemed minimum and
companies are encouraged not to restrict
themselves to the disclosure of information
included into this list This principle of the
Code does not exempt companies from their
obligation to disclose information as provided
for in the applicable legal acts
No
The company is not required to prepare and publish a
non-financial statement.
9.2. When disclosing the information specified
in paragraph 9 1 1 of recommendation 9 1, it is
recommended that the company which is a parent
company in respect of other companies should
disclose information about the consolidated
results of the whole group of companies
No
The Company does not prepare a consolidated report
and consolidated financial statements.
9.3. When disclosing the information specified
in paragraph 9 1 4 of recommendation 9 1, it
is recommended that the information on the
professional experience and qualifications of
members of the company’s supervisory and
management bodies and the manager of the
company as well as potential conflicts of interest
which could affect their decisions should be
provided It is further recommended that the
remuneration or other income of members of
the company’s supervisory and management
bodies and the manager of the company should
be disclosed, as provided for in greater detail in
Principle 7
Yes
Information about the education, qualification,
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 management
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
Principle 10: Selection of the company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.
10 1 With a view to obtain an objective opinion
on the company’s financial condition and
financial results, the company’s annual financial
statements and the financial information
provided in its annual report should be audited
by an independent audit firm.
Yes
The Company is audited by an independent audit
company BDO auditas ir apskaita, UAB
10.2. It is recommended that the audit firm
would be proposed to the general meeting of
shareholders by the supervisory board or, if the
supervisory board is not formed at the company,
by the management board of the company
Yes/No
In 2024, the Management Company of the Company
proposed to the General Meeting of the Shareholders
the audit firm, which will audit annual financial
statements of the Company for 2024 - 2026 year, as
due to the nature of the Company’s activities, collegial
management body is not formed in the Company
ANNUAL MANAGEMENT REPORT FOR 2025
112
10.3. In the event that the audit firm has
received remuneration from the company for
the non-audit services provided, the company
should disclose this publicly This information
should also be available to the supervisory
board or, if the supervisory board is not formed
at the company, by the management board of
the company when considering which audit firm
should be proposed to the general meeting of
shareholders
Yes
The Company undertakes to disclose if the audit
company would have received payment from the
Company for non-audit services provided
ANNUAL MANAGEMENT REPORT FOR 2025
113
APPENDI X 3
INFORMATION ABOUT COMPAN‘YS MANAGEMENT
(Prepared in accordance with the Law of the Republic of Lithuania on Financial Reporting by Undertakings and Undertakings
Groups (XIV-2811) in force from 1 January 2026)
1. Reference to the applicable corporate governance code and the place of its publication, and (or)
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 Annual management report of 2025 The Company publishes its Annual management 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)
2. In case of derogation from the provisions of the applicable corporate governance code and (or) when
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 Annual
management report of 2025 “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
financial reporting, risk mitigation measures, and internal control systems implemented at the entity
shall be described.
The Company provides information regarding the level of risk, risk management, and implemented internal control systems, as
well as the measures, in Clause 18 of financial report of 2025.
4. Information regarding significant directly or indirectly managed holdings
The Company provides information regarding the significant directly or indirectly managed holdings in Note 4 of the financial
statement of 2025
5. Information relating to transactions with related parties, according to the Law on Companies article
372 (by specifying the counterparty
(legal form, name, code, register of the legal entity in which the person is stored, premises (address); name, surname, address
of the natural person and the value of the transaction)
According to Article 10, part 3 of the Law on Companies, the provisions of Article 37² 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
37² is not applicable when the transaction or the total amount of such transactions per financial year do not exceed 1/10 of a joint
stock company whose shares are allowed to be traded on the regulated market, the value of the assets specified in the latest
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 (such as the restrictions on voting rights of
persons having a certain percentage or number of the votes, the deadlines by which voting rights may be exercised or systems,
according to which the property rights granted by the securities are to be separated from the holder of those securities)
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
Lithuania (hereinafter – the Bank of Lithuania) to occupy a corresponding post. Moreover, such person shall fill in the Form of the
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)
ANNUAL MANAGEMENT REPORT FOR 2025
114
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
always act for the benefit of the Company and its shareholders.
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
management Report of 2025
11. Information regarding the composition of the management, supervisory bodies, and the committees
thereof, as well as the fields of activity of the aforesaid bodies and the manager of the company
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 management report of 2025
The board members of the management company, General Manager of the management company, and the members of the
Investment Committee of the company, 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 In addition to this, the board members
of the Management company, General Manager of the Management company, and the members of the Investment Committee
always act for the benefit of the Company and its shareholders.
12. Information about all agreements between the shareholders (their essence, conditions).
The Company’s shareholders do not have mutual agreements
ANNUAL MANAGEMENT REPORT FOR 2025
115
APPENDI X 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
Markets Authority in 2015 and came into force on 3 July 2016, the Company provide definitions and formulas (below) of the
company’s operating and financial indicators. The Company’s performance and financial indicators are used to evaluate the
Company’s financial position or status. For these indicators, the Company’s investor can obtain additional information to help
understand the Company’s financial position and strategy. All the information stated in Appendix 4 is provided on the website of
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
cash flows are purchased rather than just past and present performance.
Total Net Asset Value
Net Asset Value (NAV) is the difference between the value of the assets owned by the investment company and the long-term
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
Return on Equity (ROE)
Return on equity is an indicator for measuring how a company earns profits compared to its equity (book value). Thus, this
indicator shows how effectively the equity of the company (money and assets invested by the owners of the company) is used.
Net profit
ROE = ——————————
Equity
The higher the return on equity is, the more effective the company is, the more profit it earns for its shareholders. However, the
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
profitable, by increasing the debts of the company and thus reducing ownership, it can “rise” return on equity. Looking as purely
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)
Earnings per share (EPS) is an indicator attributed to a set of investment (value) indicators This indicator shows the share of the
company’s profits per ordinary share. When evaluating the indicator, the rule is the higher its value is the better. It should be
noted, however, that in different sectors of activity, the EPS indicators may vary considerably.
Net profit
EPS = ———————————————
Number of shares
ANNUAL MANAGEMENT REPORT FOR 2025
116
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
indicator a structural indicator that compares the amounts on different sides of the balance sheet. The debt ratio reflects what
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
and assets that can be sold quickly and without significant costs at market price.
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
ANNUAL MANAGEMENT REPORT FOR 2025
117
APPENDI X 5
INFORMATION ABOUT REMUNERATION
Brief overview of the Company’s activities in 2025
The equity and the net asset value of INVL Technology, a company that invests in IT businesses, amounted to EUR 64 62 million
at the end of 2025, or EUR 5 4013 per share, and grew 25 65% during the year
The company had a net profit last year of EUR 13.3 million, an increase of 64.99% compared to 2024. According to the unaudited
figures, the aggregated revenues of the company’s business holdings increased 11.61 % in 2025 to EUR 77.42 million.
During 2025, accounting for the effect of dividends that were paid, the value of the cyber-security company NRD Cyber Security
grew 33% to EUR 23 7 million, the value of NRD Companies, which works in business climate improvement and e-governance,
increased 20% to EUR 16 9 million, and the value of the Novian group of IT service businesses increased 34% to EUR 29 4 million
The Annual General Meeting of Shareholders approved the 2025 remuneration report without reservations
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 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)
Official monthly wage
The base remuneration of Management includes a monthly salary, employee fees and additional benefits granted irrespective of
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
received in a different form, a supplementary component may be paid – variable compensation which depends on the fulfilment of
the Company‘s annual business plan and/or budget and of the Management‘s specific plans and tasks. The monthly salary is set in
such a way as to ensure proper proportions between it and the bonus components The monthly salary accounts for a relatively
large part of the total remuneration paid to enable the conduct of a flexible incentives policy.
Bonuses and the procedure for payment thereof
Bonuses, including deferred bonuses (if applicable), shall be awarded and/or paid only if the Company’s financial situation is stable
and shall be based on the performance of the relevant business unit of the Company and the Employee The calculated bonus
payment fund shall not limit the Company’s ability to strengthen its capital base. The decision to pay bonuses shall be justified
and assessed in accordance with the results set out in the remuneration policy for risk-taking employees If the Company’s
financial performance is negative or the Company fails to achieve its performance targets, the Chief Executive Officer shall have
the right to decide not to pay the Bonus or part thereof, to reduce the previously determined amount of the Bonus, or to suspend
the payment, specifying the period of such a decision No such adjustment or deferral was applied during the reporting period
A bonus calculated and approved in accordance with the procedures set out in the Remuneration Policy for risk-taking decision
makers shall be paid to the employee in cash The terms of payment shall be as follows:
•
60% of the Bonus shall be paid in a single payment in accordance with an order of the CEO of the Management Company or a
decision of the Management Board of the Company;
•
the remaining 40% of the bonus shall be paid on a pro rata basis over three years, starting no earlier than one year after the
end of the employee’s performance appraisal, with a pro rata amount paid annually The competent body of the Management
Company may decide on a longer deferral period of up to 5 years, considering the life cycle and operational characteristics of
the Management Company or the relevant collective investment undertaking If the size of the bonus is particularly large, a
deferral of at least 60% of the amount may be decided
The Management Company, in accordance with the principle of proportionality, does not require the mandatory payment of a
certain part of a bonus in financial instruments. However, if the Management Company offers such a possibility, the Management
itself may choose to replace a bonus with other incentives or their equivalent (stock options, pension and insurance contributions)
If the employment relationship with the Employee ends before the bonus is paid, the competent body of the Company shall decide
on the payment of the deferred part of the bonus If the employment relationship is terminated due to the fault of the Employee,
he/she shall lose the right to the Bonus
The variable remuneration component for 2025 will be allocated in 2026, after the approval of the financial statements for 2025.
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 2025
ANNUAL MANAGEMENT REPORT FOR 2025
118
Granted shares, rights for stock options, the prices, dates, and any amendments to stock option
transactions of any company belonging to the group of companies
In 2025, INVL Baltic Real Estate did not grant shares or amend any transactions
Information on the exercise of the possibility to recover variable remuneration
The Board of the Management Company is entitled to demand that the Management refunds all or part of the bonus paid to it if
it subsequently becomes clear that the bonus was paid to it as a result of the Management’s bad faith or errors in the accounts
Breakdown of wages allocated and paid during 2025
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
%*
Official an-
nual remu-
neration
Other
payouts
Reward
in kind
Annual bo-
nuses*
Multiannu-
al results
bonuses*
Paulius Žurauskas,
General manager of the
Company until 3 January
2025
ID code – sensitive data
- - - - - - - - -
Audrius Matikiūnas,
Interim CEO of the
Management company
from 7 January 2025
until 31 March 2025
ID code – sensitive data
1 64 0 05 - - - - 0 02 1 71 -
Andrius Načajus,
General manager of the
Company from 1 April
2025
ID code – sensitive data
7 63 0 39 - - - - 1 57 9 59 -
Darius Šulnis, Chairman
of the Board of the
Management company
ID Code – sensitive data
2 36 - - - - - - 2 36 -
Asta Jovaišienė,
Member of the Board
of the Management
company,
ID code – sensitive data
- - - - - - - - -
Vytautas Plunksnis,
Member of the Board
of the Management
Company and
Investment Committee,
ID Code – sensitive data
3 97 - - - - - 0 71 4 68 -
Kazimieras Tonkūnas,
Chairman of the
Investment Committee,
ID code – sensitive data
273 02 8 40 - - - - 29 97 311 39 -
Vida Tonkūnė,
Member of the
Investment Committee,
ID code – sensitive data
26 53 - - - - - - 26 53 -
Nerijus Drobavičius,
Member of the
Investment Committe,
ID code - sensitive data
13 12 1 60 - 1 70 - - 0 05 16 47 10 31
* The variable remuneration component for 2026 will be allocated in 2026, after approval of financial statements for 2025.
As a rule, bonuses are paid in cash The Management Company, in accordance with the principle of proportionality, does not
ANNUAL MANAGEMENT REPORT FOR 2025
119
require mandatory payment of a certain part of a bonus in financial instruments. The managers of the Company have not been
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
through the assignment of shares (i.e., the grant or obtaining of the right to acquire the relevant quantities of shares on different
terms) under the procedures and conditions laid down in the option agreements
Comparison of wages allocated and paid over the last five years
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
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
Management Company related to the activities of the Company, therefore, the table below reflects only the remunerations of the
members of the Investment Committee and the financial results of the Company.
Remuneration of Investment
Committee
2021
(thous. EUR)
2022
(thous. EUR)
2023
(thous. EUR)
2024
(thous. EUR)
2025
(thous. EUR)
Kazimieras Tonkūnas, Chaiman of
the Investment Committee
207 55 251 71 271 12 275 17 311 39
Vida Tonkūnė, Member of the
Investment Committee
25 20 24 93 24 45 24 50 26 53
Vytautas Plunksnis, Member of
the Investment Committee
4 06 4 02 2 59 4 85 4 68
Nerijus Drobavičius, Member of
the Investment Committee
6 60 7 06 11 01 20 53 16 47
* Total remuneration received from the Company and other companies of the Group
Results of the Company
2021
(thous. EUR)
2022
(thous. EUR)
2023
(thous. EUR)
2024
(thous. EUR)
2025
(thous. EUR)
Net profit per share* 0 22 0 18 0 43 0 67 1 11
Net profit 2,621 2,115 5,165 8,089 13,346
Assets 38,651 38,447 48,888 58,548 75,055
* Recalculated with the par value per share at EUR 0 29
The total amount of remuneration received during the financial year, divided into fixed and variable re-
muneration paid by the Management Company to its employees, the number of beneficiaries and, where
applicable, the Management Company’s share of the remuneration
Distribution of remuneration and incentive payments allocated and paid in 2025:
Number of
employees*
Fixed annual salary
(including taxes),
EUR
Variable remuneration (bonuses)**
Remaining
deferred variable
remuneration
(bonuses)
allocated, EUR
Allocated
in cash and
contributions
to pension
funds, EUR
Allocated in equity-
related financial
instruments, EUR
Management 3 328,487 12,180 55,367 -
Employees who
assume risks for
the company,
except for board
members and
management
36 3,339,825 153,161 124,653 26,896
ANNUAL MANAGEMENT REPORT FOR 2025
120
Employees 51 1,339,695 272,514 27,137 -
Total: 90 5,008,007 437, 855 207,157 26,896
* Weighted average
** For disclosure purposes, this corresponds to the concept of bonus as described above and includes the portion of variable remuneration allocated for previous years
that was paid/credited during the financial year. No reduction of deferred variable remuneration (bonuses) for 2018-2025, adjusted for performance, was applied during
the reporting period The remaining deferred variable remuneration (bonus) shown in the table above includes the entire amount allocated but not paid by December 31,
2025 In accordance with the Company’s variable remuneration accounting policy, part of this remuneration was recognized as the Company’s expenses and liabilities or
as a reserve for share-based payments until December 31, 2025 The portion of variable remuneration (bonus) that was calculated for 2025 but will only be awarded af-
ter the financial statements are issued is not included in the amounts disclosed in the table above.
The Company’s Information About Remuneration, together with the Policy, is publicly available on INVL Technology website at
www invltechnology lt