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Baltic Classifieds Group PLC
Annual Report and Accounts 2025
STRATEGIC REPORT
1
Strategic Highlights
4
Chair's Statement
6
CEO's Statement
7
Market Overview
10
Our Business at a Glance
Our business model
Our market position
Our strategy
Our purpose and culture
12
Why Invest In Us
14
Moving our Strategy Forward
16
Financial Review
20
Operational Review
22
Sustainability Report
The Task Force for Climate-Related Financial Disclosure (“TCFD”) Report
Non-financial and Sustainability Information Statement
37
Section 172(1) Statement
38
Risk Management
Principal risks and uncertainties
40
Viability Statement
GOVERNANCE REPORT
41
Corporate Governance Report
Letter from the Chair of the Board Trevor Mather
Board of Directors
Senior Management
Corporate Governance Statement 2025
Board Leadership and Company Purpose
Division of Responsibilities
Board Composition, Succession and Evaluation
52
Nomination Committee Report
56
Audit Committee Report
60
Directors' Remuneration Report
74
Directors' Report
FINANCIAL STATEMENTS
79
Independent Auditor's Report to the Members of Baltic Classifieds Group PLC
85
Consolidated Statement of Profit or Loss and Other Comprehensive Income
86
Consolidated Statement of Financial Position
87
Consolidated Statement of Changes in Equity
88
Consolidated Statement of Cash Flows
89
Notes to the Consolidated Financial Statements
Going concern
114
Company Statement of Financial Position
115
Company Statement of Changes in Equity
116
Notes to the Company Financial Statements
ADDITIONAL INFORMATION
122
Glossary
122
Shareholder Information
Look out for our key icons throughout this report:
1
st
in the EU
New
Progress
Strategic aim
See page
See web page
Strategic Highlights
The Group remains committed to fostering trusted marketplaces that seamlessly
connect buyers and sellers across the Baltic region. By continuously enhancing
our user-friendly, feature-rich platforms, we strive to facilitate smooth and efficient
transactions for all participants.
Our success is driven by a strong portfolio of well-established brands, each holding
a solid market position, and a scalable business model that supports sustainable
growth and innovation.
Our objective is to sustain profitable growth by implementing gradual price adjustments for our core
classifieds portals, bolstered by compelling value propositions and the introduction of new products
and features. Additionally, we plan to continue expanding ancillary services and selectively acquire
complementary businesses within our current markets and potentially in new territories.
Note: Our financial year results are presented based on the 12-month period ending April 30. Accordingly, "2025" refers to the
12 months ending April 30, 2025, "2024" refers to the 12 months ending April 30, 2024, and "2023" refers to the 12 months
ending April 30, 2023.
Financial highlights
Revenue
Operating
profit
Adjusted
operating profit
1
EBITDA
1
EBITDA
margin
1
2025
€82.8m
2025
€53.5m
2025
€63.6m
2025
€64.4m
2025
78%
2023
€60.8m
2023
€29.1m
2023
€45.3m
2023
€46.0m
2023
76%
2024
€72.1m
2024
€38.3m
2024
€54.5m
2024
€55.3m
2024
77%
+15%
Basic
EPS
2025
9.3 € cents
2023
4.7 € cents
2024
6.5 € cents
+42%
+40%
+17%
Adjusted
basic EPS
1
Cash generated
from operating
activities
Cash conversion
1
maintained at 99%
Leverage
1
decreased to
minimal level
2025
11.3 € cents
2025
€66.8m
2025
99%
2025
0.1x
2023
7.7 € cents
2023
€48.0m
2023
99%
2023
1.0x
2024
9.2 € cents
2024
€59.0m
2024
99%
2024
0.5x
+23%
+13%
+17%
+1 pp
Profit
for the year
1
2025
€44.8m
2023
€23.2m
2024
€32.0m
+40%
Adjusted
net income
1
2025
€54.4m
2023
€38.0m
2024
€45.0m
+21%
1
Alternative performance measure (see note 4 to the consolidated financial statements on pages 96 to 97).
Baltic Classifieds Group PLC Annual Report and Accounts 2025
1
Monthly traffic
1
1
Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control of 3rd
party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all website visits,
and some user activity may be underreported.
2
Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the
next relevant player is Generalist portal, therefore, the relative market share for this Generalist portal is calculated by multiplying time on site by the percentage of active automotive
listings out of total listings at the end of the reported period.
3
Historical data was updated after Similarweb released an updated algorithm and rerun historical data in July 2024.
4
In Jobs & Services business line B2C revenue comes from Jobs only.
5
The number of active ads represents available inventory on our websites - the daily average number of C2C listings displayed on the website during the period, while the number of listed
ads refers to the monthly average number of new C2C listings and extensions during the period. Revenue per active ad measures the average monthly revenue attributable to each active
ad. In contrast, revenue per listed ad captures the total revenue generated from each new listing or extension throughout its entire listing period.
6
Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).
7
Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the number
of active ads includes both paid and free ads and represents total inventory available on the website.
8
In Jobs & Services business line C2C revenue principally comes from Services portals, therefore only Services platforms’ information is presented.
Strategic Highlights continued
Operational highlights
Autoplius
Auto24
Aruodas
KV plus City24
in Estonia
CVbankas
Skelbiu
Each Baltic resident visits BCG
portals on average
9 times per month
2025
57.0m
2023
61.9m
2024
56.0m
2025
2024
3
2023
3
2022
3
6
36
27
13
5
21
Leadership position
2
is very strong
(in times vs. closest competitor)
Auto
Real Estate
Jobs
4
B2C customers
Average monthly
number of B2C users
2025
3,724
2023
3,586
2024
3,732
0%
2025
5,109
2023
4,877
2024
4,926
+4%
2025
2,301
2023
2,162
2024
2,271
+1%
Auto
Real Estate
Jobs
4
B2C revenue
Average monthly
revenue per user (ARPU)
2025
€333
2023
€230
2024
€289
+15%
2025
€217
2023
€148
2024
€181
+20%
2025
€461
2023
€384
2024
€412
+12%
C2C active ads
5
Average number
of active ads
Auto
6
2025
35,207
2023
26,824
2024
33,695
+4%
Real Estate
2025
22,404
2023
16,628
2024
20,016
+12%
Services
8
2025
9,207
2023
6,461
2024
8,560
+8%
Auto
6
Real Estate
Generalist
7
C2C listed ads
5
Average monthly
number of listed ads
2025
23,054
2023
22,993
2024
24,140
-5%
2025
8,787
2023
8,585
2024
8,664
+1%
2025
89,610
2023
94,388
2024
99,271
-10%
Generalist
7
2025
595,038
2023
529,125
2024
578,490
+3%
Auto
6
Real Estate
Services
8
C2C revenue per
active ad
5
Average monthly
revenue per active ad
2025
€22
2023
€20
2024
€20
+10%
2025
€25
2023
€23
2024
€23
+11%
2025
€27
2023
€22
2024
€24
+14%
Auto
6
Real Estate
Generalist
7
C2C revenue per
listed ad
5
Average revenue
per listed ad
2025
€34
2023
€23
2024
€28
+21%
2025
€64
2023
€44
2024
€52
+22%
2025
€8
2023
€6
2024
€7
+17%
Baltic Classifieds Group PLC Annual Report and Accounts 2025
2
CO
2
emissions
The amount of CO
2
e emissions, which includes Scope 1 and market-based
Scope 2 emissions, measured in tonnes of carbon dioxide equivalent, decreased
by 30% in 2025.
Employee engagement
% of employees who are proud to be part of the BCG team stays above 95%
1
Gender diversity
Our team continues to be balanced
(female:male ratio, as at 30 April each year)
1
Over 95% of respondents answered YES to both questions: “Do you feel proud to be part of the BCG team?” and “Would you recommend your friends to work here?” in our annual
employee engagement survey.
Strategic Highlights continued
Cultural and environmental highlights
2025
38
2023
100
2024
54
95
%
more
than
2025: > 95%
2024: > 95%
2023: > 95%
-30%
We love
transactions!
2025
49
:
51
2024
50:50
2023
51:49
Male
Female
Baltic Classifieds Group PLC Annual Report and Accounts 2025
3
Chair’s Statement
The quantum and consistency of our overall revenue and profit growth in the
four years since becoming a public company is something that everyone in the
company is very proud of.
Trevor Mather,
Chair
Employees
Our business operates throughout the
Baltic region and our people are critical
to our success. Our culture is a huge
part of our success story and as a Board
we are conscious of this in our decision
making. It’s fantastic to see the results
of our engagement survey reflect back to
us that our employees love working here
and are proud to be part of our success
story. This is particularly apparent in the
average employee tenure of 9 years, which
in a business with such a high percentage
of technologists is nothing short of
remarkable.
The Group is led by a deeply knowledgeable
management team, both at the Group
level and individual Portal level, who are
passionate,
dedicated
and
committed
to building a long-lasting culture of rapid
decision making, lean operations, trust
and fun.
We are proud of our employees and know
the strength they bring to our organisation.
For more on our Purpose and Culture
see page 11 and our People see pages
29 to 32.
Overview
Our focus on the core business of each
of our 14 portals across the Baltic region
remains as strong as ever and continues
to reap rewards.
We continue to have the most visited
portals in Lithuania and Estonia, and
maintain
our
significant
leadership
position over the nearest competitor for
all our largest sites, despite only a modest
investment in marketing.
At the start of this year, we set challenging
financial forecasts for ourselves. It is
with great pride that we have met those
forecasts and maintained our track record
of delivering against our targets that we
have maintained every year as a public
company. The quantum and consistency
of our overall revenue and profit growth
in the four years since becoming a public
company is something that everyone in
the company is very proud of.
Our three verticals (Autos, Real Estate
and Jobs & Services) continue to lead the
high growth revenue charge across the
business, and our fourth business unit
(Generalist) continues to both provide
solid growth and an extended competitive
moat around all of our businesses allowing
most of our advertisers to dual list on the
two best known portals for their particular
category.
For more on our Strategy see page 11
and Business Model see page 10.
Board changes
In 2024, we committed to expanding our
Board as part of a considered succession
policy. We appreciate the value that a
diverse board brings to any organisation
and complying with the Listing Rules
diversity and inclusion targets was at the
front of our minds during our recruitment
process.
On 11 June 2024, Rūta Armonė joined
the
Board
as
an
Independent
Non-
Executive Director and as a member of
all of the Board Committees. As an M&A
partner at the law firm Ellex Valiūnas, her
breadth of skills and experience bolsters
the
regulatory,
governance
and
M&A
experience on the Board.
In January 2025 the Board approved
the continued service of Tom Hall as
an Independent Non-Executive Director.
As an independent director, Tom was
appointed as a new member of the Audit
and Remuneration Committees.
For more on our Board see pages 42
to 43; Board effectiveness see pages
54 to 55 and our approach to Diversity
see pages 53 to 54.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
4
Environment, Social and
Governance
I am proud to sponsor the Group’s ESG
working group, jointly with Jurgita, and am
actively involved with ESG activities.
Above all, our priority is to protect and
support our people, customers and all of
our stakeholders whilst being respectful of
the environment around us.
In 2025, we achieved a 30% reduction
in emissions from our own operations.
This included a 37% decrease in Scope 1
emissions, primarily due to the downsizing
of our vehicle fleet, and an 11% reduction
in
market-based
Scope
2
emissions,
resulting from our transition to a more
energy-efficient office space in Tartu.
We ranked 5
th
best performer within FTSE
250 in the FTSE Women leaders review
2024 and 1
st
within the technology sector.
For more on our ESG see pages 22 to
36.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
5
It’s fantastic to see the results of our engagement survey reflect back to us that our employees love working here
and are proud to be part of our success story.
Trevor Mather,
Chair
Chair's Statement
continued
Maximising shareholder value
In July 2024, Antler EquityCo S.à r.l
(“Antler”), which is controlled by funds
advised by Apax Partners LLP (“Apax”),
sold its remaining shares in the Company.
The sale comprised of 59 million ordinary
shares sold by way of an accelerated
bookbuild to institutional investors and
4.2 million ordinary shares sold by Antler
to the Company by way of an off-market
purchase, as approved by the shareholders
of the Company at its Annual General
Meeting on 27 September 2023.
On
behalf
of
the
Board
and
the
management team I want to thank Apax
for their stewardship of the business. It
has been a true partnership and whilst
there is a level of sorrow from both sides
after their final sell down, it is a win-win
for Apax, the Company and all of the new
shareholders.
We are recommending a final dividend
of 2.6 € cents per share for 2025. The
final dividend will be paid, subject to
shareholder approval, on 17 October 2025.
For more details on our capital policy
see the Financial review on page 19.
Looking ahead
The resilience of the growth despite
uncertain market conditions in the Baltic
region means we will continue with our
current strategy for the foreseeable future
– focusing on the core of our business,
consistently
improving
the
consumer
experience,
constantly
evolving
the
pricing and packaging of our services
and evolving our products to meet more
and more of our consumer and customer
needs.
Our strategy remains consistent, relevant
and achievable and I look forward to
reporting more demonstrable progress
against that strategy in the year ahead.
On behalf of the Board, I want to thank
all of our employees for their remarkable
contribution and dedication this year, and
for serving all of our stakeholders so well.
I would also like to thank our consumers
and advertisers, suppliers and investors
for their continued trust in us.
Trevor Mather
Chair
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
6
CEO’s Statement
2025 was another year of strong financial,
operational, and strategic execution for
BCG, with solid momentum across all of our
business segments. We remain in the early
stages of our monetisation journey, which
is demonstrated by resilience of both our
top-line and EBITDA growth. Operating in a
favourable macroeconomic environment -
anchored within the EU, the euro area, and
NATO - positions us well for a sustainable
long-term growth. Despite recent economic
headwinds, the outlook for future economic
growth remains positive, especially for
Lithuania, further reinforcing our growth
prospects.
Our core classifieds revenue streams - B2C
and C2C - together accounting for 90% of
BCG’s total revenue, continue to lead a solid
revenue growth. B2C, which represents
51% of our revenue, achieved 17% year-on-
year growth, driven by growing customer
numbers and ARPU expansion. C2C revenue
also delivered a solid performance, growing
13% year-on-year.
The remaining 10% of the Group’s revenue
came from banner advertising, financial
intermediation,
other
ancillary
services,
and our newest stream - data revenue -
which grew by an impressive 110%. We
were especially pleased with the stronger-
than-expected adoption of our car history
report service and the successful strategic
acquisition of a real estate data platform,
further strengthening our position in this
area.
I am particularly proud of the outstanding
results in our Real Estate segment, which
led growth across both B2C and C2C,
delivering a 23% revenue increase. The Auto
segment also demonstrated 15% growth
in both B2C and C2C, despite the impact
from newly introduced car taxes in Estonia
at the beginning of calendar year 2025. Our
Jobs and Services verticals continued to
perform well, with growth of 14% and 23%,
respectively.
In the autumn, we implemented pricing and
packaging changes across B2C, followed
more recently by similar improvements in
C2C. These enhancements have contributed
meaningfully
to
our
performance
and
positioned us well for continued success as
we enter the next financial year.
Maintained strong consumer numbers:
On average, a resident in the Baltics visited
one of our sites 9 times per month.
1
Our site leadership positions
2
remained
strong for all of our largest websites:
Autoplius at 6x (6x in 2024), Auto24 at
36x (40x in 2024), Aruodas at 27x (18x
in 2024), KV plus City24 in Estonia at 13x
(16x in 2024), CVBankas at 5x (7x in 2024)
and Skelbiu at 21x (19x in 2024).
Kept growing B2C customer and C2C
inventory base:
The average monthly number of business
customers
either
grew
or
remained
stable depending on the business area:
automotive dealers stable, real estate
brokers +4%, customers in Jobs
3
+1%.
All platforms saw an increase in inventory
levels: active C2C ads in Auto
4
grew by 4%,
in Real Estate by 12%, in Services by 8%
and in Generalists
5
by 3%.
The combination of increased prices of
goods and services being advertised on our
sites and changes to our packages, has led
to increased yields across all business areas
and in both the B2C and C2C segments.
Market context:
Similar to trends in other countries,
inflation levels have stabilised in the
Baltic
economies.
Average
prices
in
the underlying markets of real estate
in Lithuania and automotive in both
Lithuania and Estonia have continued
rising driven by increasing salaries. Real
estate prices in Estonia have declined
slightly due to limited economic growth
while prices in Latvia remained stable.
The
number
of
used
car
market
transactions in Lithuania and Estonia over
the last 12 months has grown by 5%. The
average price per used car increased by
3% year-on-year, while the average time to
sell a used vehicle for our business clients
decreased by 11% year-on-year, reflecting
stronger buyer activity, improved market
efficiency and higher transaction activity.
The number of real estate transactions
increased 10% year-on-year, primarily due
to a reduction of interest rates, growing
Lithuanian
economy
and
Estonian
economy recovering from a recessionary
phase.
Despite
increased
transaction
volumes and generally stable or rising
prices, persistent economic uncertainty
in Estonia and affordability challenges
resulting from price growth have led
buyers to act more cautiously, prolonging
real estate selling times across the Baltic
We remain in the early stages of our monetisation journey, which is demonstrated by
resilience of both our top-line and EBITDA growth. We are optimistic about continuing
our strong performance, with a healthy growth in both B2C and C2C, driven by ARPU and
increasing volumes. We also anticipate a sustained momentum in our Services segment and
a robust expansion of our newest revenue stream - data products.
Justinas Šimkus,
CEO
1
Source: Google Analytics, 2025.
2
Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the
next relevant player is Generalist portal, therefore, the relative market share for this Generalist portal is calculated by multiplying time on site by the percentage of active automotive
listings out of total listings at the end of the reported period. Historical data was updated after Similarweb released an updated algorithm and rerun historical data in July 2024.
3
In Jobs & Services business line B2C revenue comes from Jobs only; C2C revenue principally comes from Services portals, therefore only Services platforms’ information is presented.
4
Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).
5
Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the
number of active ads includes both paid and free ads and represents total inventory available on the website.
region and increased inventory on our real
estate portals.
Over the past 12 months, employer
activity has remained stable, with job
posting
numbers
remaining
relatively
consistent with the previous year. On the
contrary, jobseekers' activity continues to
grow rapidly in most job categories. This
growth is driven by positive net migration,
particularly
due
to
return
migration.
Over the past 12 months, there has
been a significant surge in applications
on CVbankas.lt, with a 11% increase
compared to the previous year. Despite
the growing number of jobseekers, the
labour market remained resilient, with
average wages in Lithuania rising by 10%.
More people are seeking to find service
providers online, leading to solid growth in
our Services vertical.
Generalists continue to serve as an
effective marketing tool for our verticals,
driving substantial traffic and generating
valuable content for our verticals. The
competition,
primarily
from
our
own
vertical platforms, as well as from other
marketplaces, has contributed to paid
listings
decrease
on
our
Generalist
platform, but the inventory level, which
includes both paid and free ads, kept
growing by 3% this year.
For more details on market context see
the Market Overview on pages 7 to 9.
I would like to extend my sincere thanks to
all of my colleagues for their outstanding
efforts over the past 12 months. The results
of our recent employee engagement survey
reaffirm our confidence in the strength of our
culture - over 95% of employees expressed
their pride in being part of BCG and would
recommend it as a great place to work.
Looking ahead, we are optimistic about
continuing our strong performance, with
a healthy growth expected in both B2C
and C2C, driven by ARPU and increasing
volumes. We also anticipate a sustained
momentum in our Services segment and
a robust expansion of our newest revenue
stream - data products.
With an engaged and highly experienced
team, we remain firmly focused on delivering
exceptional products and services to our
customers, every day.
Justinas Šimkus
Chief Executive Officer
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
7
0%
2%
4%
6%
8%
10%
0%
3%
6%
9%
12%
15%
6%
5%
7%
8%
Source: Skandinaviska Enskilda Banken (SEB), May 2025. Actual figures in 2023-2024 and forecasted figures in 2025-2026.
Consumer prices, YoY change
Wages, YoY change
Unemployment
Lithuania
Estonia
Latvia
Euro area
Lithuania
Estonia
Latvia
Euro area
Lithuania
Estonia
Latvia
Euro area
2023
2023
2023
2024
2024
2024
2025F
2025F
2025F
2026F
2026F
2026F
1
Source: Skandinaviska Enskilda Banken (SEB), May 2025.
2
Source: Wordometers, May 2025.
3
Source: Eurostat.
Market Overview
Macroeconomic overview
The Group operates in the Baltic region,
generating 71% of its revenue for the
financial year from Lithuania, 27% from
Estonia and 2% from Latvia.
For context, the Baltic states, also known
as the “Baltics”, consist of Lithuania,
Estonia and Latvia.
Note:
the
macroeconomic
data
in
the
Macroeconomic
overview
is
presented
in calendar years, which differ from our
financial year that starts on 1 May and ends
on 30 April.
The Baltic States have been a part of
NATO, the European Union, the euro area
and OECD since:
2004: the Baltic states joined NATO
2004: the Baltic states joined the
European Union
2010: Estonia joined OECD
2011: Estonia joined the euro area
2014: Latvia joined the euro area
2015: Lithuania joined the euro area
2016: Latvia joined OECD
2018: Lithuania joined OECD
The Baltic region has a strong credit profile
with some of the lowest gross public debt
to gross domestic product (“GDP”) ratios
in Europe in 2024: 38% in Lithuania, 24%
in Estonia and 47% in Latvia. These are
significantly below the euro area average
of 87%.
1
The Baltics have a total population of 6.0
million (Lithuania: 2.8 million, Estonia: 1.3
million and Latvia: 1.9 million)
2
and had a
nominal aggregate GDP of approximately
€158.1 billion in 2024 (Lithuania: €78.4
billion, Estonia: €39.5 billion and Latvia:
€40.2 billion).
3
4.7%
4.2%
Source:
Eurostat (data for EU members),
The Office for National Statistics (data for United Kingdom).
Real GDP per capita, CAGR 2000-2024
Lithuania
Latvia
Estonia
Poland
European Union
Germany
United Kingdom
Spain
France
Italy
2.9%
3.7%
1.1%
0.7%
0.9%
0.7%
0.8%
0.2%
The region’s economy has demonstrated
resilience and ability to grow significantly
over the period of last 24 years, with real
GDP per capita growing at a compound
annual growth rate (“CAGR”) of 4.7% in
Lithuania, 2.9% in Estonia and 4.2% in
Latvia from 2000 to 2024, compared to
1.1% in the European Union.
After withstanding multiple shocks in
recent years — from the pandemic to war-
related disruptions — the Baltic economies
entered
2024
with
signs
of
gradual
recovery, bolstered by fiscal discipline,
investment in energy independence, and
EU support. In 2024, the Baltic economies
showed varied trajectories, with Lithuania
accelerating to 2.8% GDP growth, Estonia
narrowing its contraction to (0.3)%, and
Latvia slipping into (0.4)% decline, while
easing
inflation
and
resilient
labour
markets continued to support a gradual
recovery outlook.
1
Looking ahead, GDP
growth in the Baltics in 2025 and 2026 is
expected to surpass the euro area average
of 1.0% in 2025 and 1.2% in 2026. GDP
growth is forecasted to be 2.7% in 2025
and 2.5% in 2026 for Lithuania, 1.8% and
2.8% for Estonia and 1.6% and 1.9% for
Latvia.
1
In 2024, the Baltic economies experienced
a slight increase in unemployment, with
Lithuania at 7.1%, Estonia at 7.6%, and
Latvia at 6.9%. Despite this uptick, the
labour market remains relatively resilient.
However, unemployment levels are now
slightly above the euro area average
and are expected to remain at similar
levels in the coming years, reflecting
broader regional economic pressures and
adjustment challenges.
As
expected,
inflation
in
the
Baltic
countries continued to further moderate
in 2024, following a significant drop from
the high double-digit levels seen two years
ago. Inflation stood at 0.9% in Lithuania,
3.7% in Estonia, and 1.3% in Latvia, with
projections indicating relatively stable
price conditions moving forward. The
moderation in inflation reflects ongoing
economic
stabilisation,
easing
energy
costs, and stronger fiscal management.
The Baltic countries have a trend towards
higher wage inflation, which is also part
of increasing prosperity of the region. In
2024, despite a slowdown in the economy,
labour markets showed resilience and
wages increased by 10.4% in Lithuania,
8.1% in Estonia and 9.7% in Latvia.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
8
1
Number of transactions in Lithuania and Estonia, including vehicles that were registered in these countries for the first time. The number of auto transactions that were published
in the 2023 Annual Report were based on a number of market transactions, excluding first-time registrations.
2
The home ownership rate measures the share of the population who are owner-occupants with or without a mortgage. Source: Eurostat, calendar year 2024.
3
Source: Company information.
4
Average apartment price per square metre in Vilnius, Tallinn and Riga during calendar years 2022, 2023 and 2024.
5
Total number of real estate transactions in Lithuania, Estonia and Latvia.
Average used vehicle price, € thousand
New vehicle transactions, thousand
Used vehicle transactions, thousand
Source: Company information (average used vehicle
price); Regitra, Autotyrimai and Maanteeamet (number of
transactions)
Average used vehicle price and total
transactions
1
2023
437
487
50
11.2
2024
464
517
53
11.8
2025
488
547
59
12.1
Baltic Classifieds Group operates Auto
portals in Lithuania and Estonia. Over
the past 12 months the used car markets
in Lithuania and Estonia demonstrated
steady growth in transaction volumes,
notably
driven
by
sustained
rise
in
imported used cars as well as more active
local markets. Modest car price growth
was supported by consumer shift toward
newer vehicles because of improving
disposable
incomes
and
favourable
financing conditions.
Local market activity remained strong
in both countries, however, in Estonia,
the introduction of a vehicle tax at the
beginning of 2025 had a noticeable
impact. Initially, the announcement led
to a temporary spike in transactions
at the end of 2024 as buyers rushed to
purchase vehicles before the tax came
into effect. Following implementation, the
market experienced a slowdown as both
consumers and dealers adapted to the
new cost structure.
During this financial year, the number of
new car transactions increased by 12% to
59 thousand per year, while the number of
used car transactions increased by 5% to
488 thousand per year, combined across
both Lithuanian and Estonian markets.
The growth of the used car market was
driven by continued recovery in used car
imports in Lithuania, where they represent
a significant portion of dealer business,
and by more active local markets in both
countries.
The average price of a car within our
auto sites increased by 3%, reaching
approximately €12.1 thousand. Compared
to the 5% increase seen last year, this
more
modest
rise
suggests
ongoing
price
stabilisation.
Despite
the
price
growth, demand has remained strong,
supported by rising disposable incomes,
which continues to mitigate affordability
concerns.
A combination of slightly growing average
car price, growing inventory levels, and
improving consumer financing condition,
driven by the recent decline in Euribor rate,
supported an improving dealer margin
environment. Dealers benefited from rising
transaction volumes, value and faster
inventory turnover, while lower financing
costs also made used car purchases
more accessible to consumers, sustaining
strong demand.
Automotive market
Market Overview
continued
Across both marketplaces, the average
time to sell a vehicle for our business
clients decreased by 11% year-on-year,
reflecting stronger buyer activity, improved
market efficiency and higher transaction
activity. The reduction in “time to sell” is
also indicative of a more balanced supply-
demand environment, particularly when
combined with stable pricing trends.
The Group operates online classifieds
portals in the real estate markets of
Lithuania, Estonia and Latvia. The home
ownership rates in Lithuania, Estonia
and Latvia are some of the highest in
Europe: 87% (17% with mortgage or
loan), 79% (26% with mortgage or loan)
and 84% (14% with mortgage or loan)
respectively.
2
Accordingly,
secondary
market transactions in the region are
popular and account for the majority of
real estate transactions.
3
During the last 12 months ending April
2025, the Baltic real estate market has
benefitted from a reduction in interest
rates, growing Lithuanian economy, and
Estonian economy recovering from a
recessionary phase. These factors led to a
10% increase in the number of real estate
transactions in 2025, bringing the total to
215 thousand transactions. This figure
includes 99 thousand residential and 116
thousand non-residential real estate and
land transactions.
In the calendar year 2024, the average
price per square metre of an apartment
for sale in the Baltic capitals increased by
1%. The growth was primarily driven by the
Lithuanian market, where prices in Vilnius
grew by 8%, with rising demand and
increasing number of new developments
contributing to the increase. Conversely,
real estate prices in Tallinn, Estonia,
declined by 2% due to limited economic
growth during the same period, while
prices in Riga, Latvia, remained stable.
Despite
higher
transaction
volumes
and generally stable or rising prices,
ongoing economic uncertainty in Estonia
and affordability pressures have made
buyers more cautious. This has led to
longer selling times across the Baltic real
estate market and increased inventory
on our portals, offering visitors a broader
selection of available properties.
Real estate transactions, thousand
Source: State Enterprise Centre of Registers Lithuania,
Land Register Latvia, Land Board Estonia
2023
219
2024
195
2025
215
Real estate market
Average apartment price
4
Real estate transactions
5
Average apartment price per m
2
, € thousand
Source: Swedbank
2022
2023
2024
2.2
2.3
2.4
Baltic Classifieds Group PLC Annual Report and Accounts 2025
9
The Group operates Generalist portals
in Lithuania and Estonia. The Lithuanian
and
Estonian
e-commerce
markets
experienced significant growth, with a
combined CAGR of approximately 20%
from calendar year 2017 to 2019, 37% from
2019 to 2021, and 13% from 2021 to 2024.
Although growth slowed in 2022-2024
compared to the peak pandemic years of
2020 and 2021, it remained strong. This
sustained growth continued to support
our Generalist platforms and ancillary
products, such as delivery services.
The generalist market is becoming more
competitive.
BCG’s
largest
generalist
platform, Skelbiu.lt, operates in the real
estate, automotive, jobs, and services
markets. It is facing growing competition
from
specialised
vertical
platforms.
Primarily, it competes with our own
verticals, and we are comfortable with
users
shifting
to
dedicated,
tailored
platforms that offer a better experience
and improved monetisation opportunities.
Pure generalist categories are also under
E-commerce market growth
2
Source: Euromonitor
2017
516
382
898
2018
628
469
1,097
2019
753
542
1,295
2020
1,057
712
1,769
2021
1,434
996
2,430
2022
1,748
1,086
2,834
2023
2,141
1,165
3,306
2024
2,321
1,200
3,521
2025E
2,555
1,324
3,879
2026E
2,800
1,488
4,288
2027E
3,050
1,647
4,697
2028E
3,314
1,813
5,127
Lithuania, €m
Estonia, €m
Generalist market
1
Source: The Lithuanian Department of Statistics
2
E-commerce retail value RSP (retail selling price) excl. sales tax in calendar years. Figures updated as per changes in Euromonitor data (May 2025).
The Group operates an online jobs board in
Lithuania. Over the past 12 months ending
April 2025, despite ongoing geopolitical
tensions, employer activity remains stable,
with
job
posting
numbers
remaining
relatively consistent with the previous
year. This indicates a continued strong
demand for workers in the Lithuanian job
market.
A competitive labour market and increased
minimum wages has supported strong
wage growth. Over the past 10 years,
the compound annual growth rate for
average gross wage was a notable 10%,
demonstrating consistent and substantial
salary increases.
1
The calendar year 2024
was no exception, with the average gross
wage in Lithuania also increasing by 10%.
Growing wages continue to support the
trend of higher investment in employee
search and selection.
The
average
unemployment
rate
in
Lithuania increased slightly from 6.8% to
7.1% in the calendar year 2024. However,
the number of employed persons also
increased during the year, reaching the
highest level since 1998.
1
Jobseekers' activity continues to grow
rapidly across most job categories, driven
by positive net migration, particularly from
return migration. Over the past 12 months,
CVbankas.lt
has
seen
a
significant
increase in applications, up 11% compared
to the previous year.
The Group operates services portals in
Lithuania, Latvia and Estonia. In 2025, the
number of active advertisements on our
portals increased by 8% compared to the
previous year, reflecting sustained interest
in our platforms. Despite a more cautious
macroeconomic
environment,
service
providers remain engaged and see value
in advertising on our portals.
Jobs & services market
Market Overview
continued
pressure from C2C marketplaces like
Vinted and international B2C platforms
such as Temu. Despite these challenges,
Skelbiu.lt remains the sixth most-visited
website
in
Lithuania
(according
to
Similarweb data) and continues to be a
strong standalone business. It serves as
a significant traffic driver for our verticals
and forms part of our B2C and C2C
offerings for clients through cross-listing.
Additionally, it plays a strategic role in
defending our market position against
new entrants.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
10
Our business model
Our success stems from a proactive,
consumer-focused business model that
combines both specialised (vertical) and
generalist (horizontal) online portals, as
illustrated in the table below.
Our
brands
include
vertical
portals
tailored to specific industries, facilitating
advertising, promotion and sales within
those sectors. These portals attract a
significant number of loyal and returning
business customers (B2C subscribers
with contracts) and are also widely used
by individual customers and the general
public (C2C users engaging in one-time
transactions and returning to our portals
periodically to transact), enriching our
portals with unique and hard-to-replicate
content.
Our Business at a Glance
We love
transactions!
BCG is a set of leading online classifieds
websites across real estate, cars, jobs and
services in the Baltic region. The Group is
proud to be operating 14 online portals as
shown in the Our brands section below.
Our portals are among the most visited
websites in Lithuania and Estonia.
The
majority of the Group’s traffic is direct,
with direct and organic unpaid search
channels together accounting for 90% of
total traffic. Paid search traffic is minimal,
and
our
total
marketing
expenses
represent just 1% of Group revenue.
Based on the number of user visits and the
number of online listings across the Group
portals, BCG is foremost in the online
classifieds market. In 2025, the Group’s
portals were visited on average 57.0
million times per month which means that
on average, a resident in the Baltics visited
one of our sites 9 times every month.
1
We consider using our portals as one of
the easiest and most effective ways to
reach those interested via advertising and,
therefore, to transact cars, real estate,
and other items, as well as job seeking,
recruiting or locating a service provider.
1
Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control
of 3rd party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all
website visits, and some user activity may be underreported.
BCG is a set of leading
online classifieds websites
across real estate, cars,
jobs and services in the
Baltic region.
Auto
Real Estate
Jobs & Services
Generalist
Our brands
Lithuania
Estonia
Latvia
% of BCG revenue
for 2025
38%
27%
19%
16%
(Jobs)
(Services)
(Services)
(Services)
In
addition,
we
operate
horizontal,
or
generalist,
portals
-
including
marketplaces, an online auction website,
and a price comparison website - which
are popular among individual customers
and the general public.
The advantages of this combined business
model are:
A
broad
selection
for
prospective
consumers, maximising our audience
reach.
The ability to cross-list items between
vertical and generalist portals, expanding
reach, increasing available content, and
driving traffic from generalist portals to
higher monetisation vertical portals.
Strong brand awareness across a wide
network.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
11
Our market position
The Group’s portals attract a large and
highly engaged consumer audience.
Our leadership
1
position remains very
strong compared to our closest competitor
for all of our largest websites: Autoplius
at 6x (6x in 2024), Auto24 at 36x (40x in
2024), Aruodas at 27x (18x in 2024), KV
plus City24 in Estonia at 13x (16x in 2024),
CVBankas at 5x (7x in 2024) and Skelbiu at
21x (19x in 2024).
The Group’s portals also are among the
most visited websites in Lithuania and
Estonia. According to April 2025 ratings
from
Similarweb
(which
also
include
websites
such
as
Google,
Facebook,
Youtube and local online news portals),
Skelbiu was the 6
th
, Autoplius – 8
th
, Auto24
– 15
th
, Aruodas – 20
th
, KV – 20
th
, Osta –
17
th
most visited site in their respective
countries.
Our purpose and culture
BCG’s purpose is to connect buyers with
sellers, facilitating easier transactions.
The Group’s purpose, values, and strategy
are closely aligned with its culture. Our
governance
framework,
organisational
structure,
and
culture
significantly
contribute to the successful delivery
of our business model and support our
overarching purpose.
To achieve our purpose, we focus on the
following strategic goals:
See pages 46 to 47 for information on
our stakeholders and our approach to
engagement.
See pages 22 to 36 for information on
our approach to Sustainability.
1
Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the
next relevant player is Generalist portal, therefore, the relative market share for this Generalist portal is calculated by multiplying time on site by the percentage of active automotive
listings out of total listings at the end of the reported period. Historical data was updated after Similarweb released an updated algorithm and rerun historical data in July 2024.
Our Business at a Glance
continued
Enhancing the transaction
experience.
Providing the easiest
solutions for sellers and
buyers to connect.
Ensuring a simple
advertising process for our
advertisers.
Being the primary solution
for our consumers’ and
advertisers’ transaction
needs.
Our strategy
Our successful business model,
combining
vertical
and
horizontal
platforms
,
is
sustained
by
strategic
decisions,
including:
Investing in a fit-for-purpose, long-term
technology:
We develop all technology
in-house and on a portal-specific basis,
allowing
an
agile
approach
while
sharing components and applications
across the platforms. This investment
has created a scalable infrastructure
capable of handling increasing traffic
levels.
Focusing
on
cash
generation
with
excellent margins:
Our market leadership
and strong brand identity enable low
marketing expenditures. Additionally,
our organisational structure supports
shared corporate functions and minimal
capital expenditure.
Talent
recruitment
and
retention:
We attract and retain a highly skilled
and efficient workforce. Our core HR
objective is to recruit high-potential,
motivated
employees
and
provide
them with opportunities for growth and
development.
For our strategic aims see Moving our
Strategy Forward on pages 14 to 15.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
12
Proven track record and strong financial position
Early in monetisation journey
Our take rates are lower than
those of our international peers
Exceptional EBITDA
6
margin
78%
Highly cash generative
99%
Cash conversion
6
Strong revenue growth
18%
Revenue CAGR, 2021-2025
Robust EBITDA
6
growth
18%
EBITDA CAGR, 2021-2025
Strong Balance Sheet
0.1x leverage
6
compared to 2.75 at IPO in July 2021
Our Business at a Glance
continued
1
Calendar years.
2
Calendar year 2024. Source: Skandinaviska Enskilda Banken (SEB), May 2025.
3
Source: World Bank’s Doing Business report, 2020.
4
Source: Digital Quality of Life, 2024.
5
‘EU27+’: the 27 European Union Member States, Iceland, Norway, Switzerland, Albania, Montenegro, North Macedonia, Serbia, Turkey, Moldova and Ukraine. Source: eGovernment
Benchmark 2024
6
Alternative performance measure (see note 4 to the consolidated financial statements on pages 96 to 97). 2023-2025 EBITDA and 2021-2022 adjusted EBITDA.
Why Invest in Us
Attractive business environment
Western-minded and
business-oriented
Part of EU and NATO
since 2004
1
Part of the euro area
since
2011-2015
1
Part of OECD
since 2010-2018
1
38%
in Lithuania
24%
in Estonia
47%
in Latvia
vs
87%
euro area average
Low public debt
gross public debt to GDP ratio
2
High digital quality of life
Ease of doing business
#2
Lithuania
#2
Estonia
#20
Latvia
#11
Lithuania
#18
Estonia
#19
Latvia
in electronic security globally
4
in respect to ease of doing
business globally
3
eGovernment
maturity score
#6
Lithuania
#2
Estonia
#9
Latvia
in eGovernance maturity score
ratings in the “EU27+”
5
4.7%
in Lithuania
2.9%
in Estonia
4.2%
in Latvia
vs
1.1%
EU average
Real GDP per capita CAGR 2000-2024
1
GDP growth exceeds
EU avg
1
st
in the EU
Baltic Classifieds Group PLC Annual Report and Accounts 2025
13
1
Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the
next relevant player is Generalist portal, therefore, the relative market share for this Generalist portal is calculated by multiplying time on site by the percentage of active automotive
listings out of total listings at the end of the reported period.
2
Source: Google Analytics, 2025.
3
Source: Similarweb data, 2025.
4
Annual BCG employee survey results, 2025.
Strong foundations support our growth
Experienced and diverse team
We are a clear leader
6x
Autoplius
36x
Auto24
27x
Aruodas
13x
KV and City24 in Estonia
5x
CVBankas
21x
Skelbiu
Leadership position
1
in number of times against
closest competitor
BCG is a set of leading
1
online classifieds websites
across real estate, autos, jobs, services and general
merchandise in the Baltics.
9 and 11 y. of tenure
average 9 years of tenure per employee
and average 11 years of tenure per Senior
Management employee
49:51
the split between women and men in our
organisation
Go-to destination
Benefiting from synergies
Highly engaged team
57.0m visits per month
Group’s portals were visited on average 57.0
million times a month.
2
This equals to each
resident in the Baltics visiting our site 9 times
per month.
#1 horizontal and
#1 vertical portals
reinforce each other
A combination of verticals and horizontals
brings a lot of synergies and allows covering
the wider market
>95%
more than 95% of our employees feel proud to
be a part of the BCG team
4
Committed to sustainability
79%
reduced our Scope 1 and 2 carbon emissions by
79% since 2022
Deeply penetrated
Fragmented customer base
90%
The majority of the Group’s traffic
3
is direct,
with a combination of direct and organic unpaid
search channels
51% B2C and 39% of C2C
Core classifieds revenue amounts to 90%.
Having a significant part of C2C ads to
customer fragmentation.
Our Business at a Glance
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
14
1
Yield refers to the average monthly revenue per C2C listing (in Auto, Real Estate and Generalist) or per active C2C ad (in Auto, Real Estate, Services). Revenue per listed ad reflects
the total revenue generated from each new listing or extension over its entire active period. In contrast, revenue per active ad represents the average monthly revenue attributable
to each active ad on our websites.
2
Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the
next relevant player is Generalist portal, therefore, the relative auto market share for this Generalist portal is calculated by multiplying time on site by the percentage of active auto
listings out of total listings at the end of the reported period. Similarweb has updated its data collection methodology, and historical data has been adjusted accordingly.
3
Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control of 3rd
party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all website
visits, and some user activity may be underreported.
Moving our Strategy Forward
We are committed to being a responsible business. Our priority is to protect and support our people, customers, stakeholders and the
environment around us.
Our purpose is to connect consumers with advertisers and help them transact more easily. Every day we connect buyers and sellers and
facilitate transactions from cars and real estate, job offers to services and consumer goods from professional and private advertisers.
The digital marketplaces we operate promote trust, fairness and efficiency.
The Group is considered to be at
an early monetisation stage. The
primary growth driver and focus
of the Group is to drive increased
monetisation of its core services,
by
growing
average
revenue
per B2C user and
C2C listing.
Improving
monetisation
can
take different forms, including
pricing
actions,
product
and
packaging developments, and
enabling upsell and cross-sell.
How we measure progress
Revenue
C2C yield
1
B2C average revenue per user
(ARPU)
2025 progress
We ended our year 2025 with the
highest ever yearly revenue in
all four business units. Group’s
revenue grew 15% to €82.8
million (2024: €72.1 million).
The robust growth across all
four business lines was primarily
driven by strength in the core
business. The growth came from
B2C and C2C which are the core
revenue streams and together
represent 90% of BCG revenue.
B2C and C2C revenue grew 17%
and 13% respectively.
At the beginning of the reporting
period, we implemented a C2C
pricing event that increased the
price per listed C2C ad.
Improvements to our products
and packages for B2C customers
supported price increases in
our Auto, Real Estate and Jobs
business lines towards the end
of the H1 this year. Monthly
ARPU has grown across all
business lines.
1.Drive monetisation of core
services
Associated risks
The Group will continue to leverage its
existing strong market positions of its
portals and high brand recognition to
drive more listings and traffic across
its portals. As more listings are added,
consumer audience traffic is expected
to increase, and as traffic increases,
the portals become more attractive,
which in turn attracts more listings.
These network effects are expected to
continue supporting revenue growth
through increased income from listing
fees, subscription fees, and other
revenue sources.
How we measure progress
Leadership position
2
against
closest competitor
Traffic to our sites
3
2025 progress
Available inventory levels - the number
of active ads - in Auto, Real Estate,
Services and Generalist saw growth of
4%, 12%, 8% and 3% respectively.
The Group has achieved high market
penetration. With its leading market
positions and strong brand affinity,
the Group’s portals attract a large and
highly engaged consumer audience.
Our leading sites’ leadership position
2
against closest competitor continues
to be very strong.
With a large and engaged consumer
audience, the Group’s brands are widely
known and thus organically attract
advertisers to advertise products for
sale, resulting in the Group’s portals
having leading content that in turn
attracts
more
consumer
traffic.
According to Google Analytics, during
2025 we had on average 57.0 million
visits per month
3
, which equates to
every resident in the Baltics visiting our
sites 9 times per month
3
, making our
portals the go-to place for consumers
to shop.
2.Drive more listings and traffic
across the Group’s portals
Associated risks
In addition to increasing monetisation of the core classifieds
services, the Group aims to grow revenue by offering ancillary
products and services, with the overall objective of enhancing
the transaction journey of consumers and advertisers in the
Baltic markets.
How we measure progress
Revenue from ancillaries
2025 progress
Our ancillary revenue grew 17% to €4.4 million (€3.8 million
in 2024), driven by growth in financial intermediation and data
products revenue.
Auto.
We enhanced our car history check offering by enabling
both private and business sellers to purchase and attach reports
directly to listings. Buyers can download these reports free of
charge, increasing transparency and trust, while sellers receive
data on interested leads. The car history check service is now
built into our newest and most expensive B2C plan as well as into
our premium C2C package.
In Estonia, we, as a financial intermediary, have enhanced our car
financing offer by introducing a bullet loan option and financing
solutions that cover the new car tax, whether through loans or
leasing.
Real Estate.
In Lithuania, we introduced new packages
specifically designed for co-living projects.
We have also acquired Untu.lt, a real estate services platform
that helps property sellers with valuation and provides brokers
with leads on a success fee basis. With this platform, we now
have more opportunities to offer a broader range of services.
In Estonia, we introduced a new feature that allows agents to
share ad performance metrics with property owners and gives
owners an option to purchase value-added services for their
property listing.
Jobs & Services.
On our Jobs board in Lithuania, we developed
a proprietary AI matching model that leverages large language
models and custom embedding technology to enhance
recommendations for both job seekers and employers.
On our Services platform in Lithuania, we introduced recurring
payments option eliminating the need for service providers
to manually extend their listings and as a result reducing
subscription gaps.
On our Latvian Service platform we introduced a value-added
service that allows service providers to enhance the visibility of
their listings.
Generalist.
In Lithuania, we integrated car history reports into our
Generalist platform which not only provides an additional sales
channel but also increases transparency and buyer confidence.
In Estonia we implemented new payment solution that maintains
the same user experience while achieving cost savings and
automated registration process for business accounts.
More details in our Operational Review (pages 20 to 21).
3.Grow ancillary revenue through existing and new
partnerships
Associated risks
Baltic Classifieds Group PLC Annual Report and Accounts 2025
15
Associated risks key:
Geopolitical
risk
Disruption to our customer
and/or supplier operations
Laws &
regulations
Technology
Acquisition
risk
Competition
Climate
change
While the Group already demonstrates high
operating leverage and operational and cost
efficiency, it is committed to continue optimising
costs and maintaining high cash conversion.
However, the commitment to a lean and efficient
organisation does not prevent the Group from
making
strategic
investments,
for
example
in technology, to maintain its market-leading
position and strong value proposition for listers
and consumers, and to support the sustainability
of a growing organisation. The Group has a robust
process of assessing business areas requiring
further investments, and a streamlined approach
to implementing internal change, with recent
examples including the increased investment in
the technology team and framework.
How we measure progress
EBITDA
1
and EBITDA margin
1
Operating profit
Adjusted operating profit
1
Cash generated from operating activities
Cash conversion
1
Adjusted net income
1
Basic EPS
Adjusted basic EPS
1
2025 progress
2025 marked yet another good year in terms of
financial results.
Our EBITDA
1
grew 17% to €64.4 million (€55.3
million in 2024) and we ended our year with 78%
EBITDA margin (77% in 2024).
Adjusted operating profit
1
was up 17% to €63.6
million (2024: 54.5 million).
Operating profit was up 40% to €53.5 million
(2024: €38.3 million).
Cash generated from operating activities was up
13% to €66.8 million (2024: €59.0 million).
Cash conversion
1
maintained at 99% (99% in
2024).
Adjusted net income
1
grew 21% to €54.4 million
(2024: €45.0 million)
Basic EPS up 42% to 9.3 € cents (2024: 6.5 €
cents).
Adjusted basic EPS
1
up 23% to 11.3 € cents (2024:
9.2 € cents).
4. Continuously improve the Group’s scalability
and maintain high levels of operational
efficiency while making necessary investments
One of the priorities of the Group’s
capital allocation policy is to continue
considering
value-creating
M&A
opportunities.
The Group constantly evaluates its
portfolio to optimise value creation and
continues to pursue attractive options
for inorganic growth, particularly through
bolt-on
acquisitions
and
in-market
consolidation within the Group’s existing
markets, as well as potential expansion
into new markets outside the Baltics,
with a strong focus on similarly high-
quality, market-leading businesses.
How we measure progress
Filling in the “gaps” in the matrix of
geographies and business lines
Revenue from acquisitions
2025 progress
In
2025,
we
completed
acquisition
of Untu.lt in Lithuania, an automated
property valuation tool for sellers and
a lead generation platform for agents.
This acquisition enhances our lead
generation capabilities, simplifies the
selling process, and offers significant
value to agents by reducing the effort
required to find clients.
5.Pursue strategic opportunities
through acquisitions
BCG is committed to being a responsible
business and its priority is to protect its
people and the environment.
Climate change is regarded as a Board-
level governance issue. The ESG working
group demonstrates our commitment
to progressing with our climate change
agenda.
We are strongly committed to providing
a safe, supportive and positive working
environment
and
continuously
seek
ways to improve internal communication,
ensuring
our
employees
remain
connected and engaged.
How we measure progress
Total CO
2
emissions
Employee engagement level
Gender diversity
2025 progress
In 2025, we achieved a 30% reduction
in emissions from our own operations.
This included a 37% decrease in Scope
1
emissions,
primarily
due
to
the
downsizing of our vehicle fleet, and an
11% reduction in market-based Scope 2
emissions, resulting from our transition
to a more energy-efficient office space
in Tartu.
During the year we have conducted an
employee engagement survey and were
pleased that, in line with last year, more
than 95% of our employees answered
YES to both questions:
“Do you feel proud to be part of the
BCG team?” and
“Would you recommend your friends
to work here?”.
We acknowledge the significance of
gender diversity and take pride in our
female-to-male ratio of 49:51 (as of the
end of 2024: 50:50).
6.Promote circular economy and
minimise our own impact on the
environment
1
Alternative performance measure, see note 4 to the consolidated financial statements.
Moving our Strategy Forward
continued
Associated risks
Associated risks
Associated risks
Baltic Classifieds Group PLC Annual Report and Accounts 2025
16
1
In Jobs & Services business line B2C revenue comes from Jobs only; C2C revenue principally comes from Services portals, therefore only Services platforms’ information is
presented.
2
ARPU - average revenue per user.
3
Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).
4
Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the
number of active ads includes both paid and free ads and represents total inventory available on the website.
In 2025 Group’s revenue grew 15% to
€82.8 million (2024: €72.1 million) driven
by growth in all four business lines,
underpinned by strength in the core
business:
The Auto business line grew by 14%.
The core, B2C and C2C, grew 15%.
The Real Estate business line in total
grew by 23%. The core, B2C and C2C,
grew 24%.
The Jobs & Services business line grew
by 15%. B2C (Jobs) grew 14% and C2C
(mainly Services) grew 22%.
The Generalist business line, which is
largely C2C, grew 5%.
Core classifieds revenue streams, B2C and
C2C, remain the cornerstone of the Group's
performance, contributing 90% of total
revenue (2024: 90%). B2C revenue, now
representing 51% of Group revenue, grew
17% and C2C, representing 39% of Group
revenue, grew 13%. Ancillary revenue,
accounting for 5% of total Group revenue,
grew by 17%, and advertising revenue, also
accounting for 5% of Group revenue, grew
by 5%.
In our core revenue streams the main
drivers of revenue growth remain the
increase
in
active
advertisements,
a
higher number of advertisers, and an
uplift in average spend per customer and
per advertisement across the platforms.
Outside the core business, revenue growth
was primarily driven by higher financial
intermediation income and developments
in our data product offerings.
In May 2024, at the start of the reporting
period, we implemented C2C pricing and
packaging changes across most of our
portals, impacting the entire financial year.
Later, in September and October 2024, we
introduced B2C pricing and packaging
updates for the Auto, Real Estate, and
Jobs
portals,
enhancing
our
value
proposition. These contributed to the
second half of the year in both Real Estate
and Auto business lines. In Jobs, since the
majority of our contracts are year-long, the
pricing and packaging updates are rolling
out throughout 12 months.
Auto
+15%
333
217
461
289
181
412
+20%
+12%
Real Estate
Jobs
1
2025
2024
B2C: monthly ARPU
2
(€)
Auto
3
+10%
22
25
27
20
23
24
+11%
+14%
Real Estate
Services
1
2025
2024
C2C: monthly revenue per active ad (€)
Auto
3
+21%
34
64
8
28
52
7
+22%
+17%
Real Estate
Generalist
4
2025
2024
C2C: revenue per listed ad (€)
Auto
(0%)
3,724
5,109
2,301
3,732
4,926
2,271
+4%
+1%
Real Estate
Jobs
1
dealers
brokers
customers
2025
2024
B2C: monthly number of customers
Auto
3
+4%
35,207
22,404
9,207
595,038
33,695
20,016
8,560
578,490
+12%
+8%
+3%
Real
Estate
Services
1
Generalist
4
2025
2024
C2C: number of active ads
Auto
3
(5%)
23,054
8,787
89,610
24,140
8,664
99,271
+1%
(10%)
Real Estate
Generalist
4
2025
2024
C2C: monthly number of listed ads
Financial Review
We continue to observe strengthening network effects across our business units,
as a growing customer base generates more content, driving greater audience
engagement.
Lina Mačienė,
CFO
Baltic Classifieds Group PLC Annual Report and Accounts 2025
17
1
Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the
number of active ads includes both paid and free ads and represents total inventory available on the website.
2
According to April 2025 ratings from Similarweb.
3
Yield refers to the average monthly revenue per C2C listing (in Auto, Real Estate and Generalist), per active C2C ad (in Auto, Real Estate, Services) or ARPU in B2C. Revenue per listed
ad reflects the total revenue generated from each new listing or extension over its entire active period. In contrast, revenue per active ad represents the average monthly revenue
attributable to each active ad on our websites. ARPU is monthly average revenue per user (in Auto – per dealer, in Real Estate – per broker, in Jobs – per company).
We continue to observe strengthening
network effects across our business units,
as a growing customer base generates
more content, driving greater audience
engagement.
The
performance
of
B2C
customers
remains robust across the board:
Auto
dealer
numbers
are
broadly
consistent with what we saw a year ago.
Real Estate brokers grew by 4%, driven
primarily by small brokers transitioning
to B2C subscriptions rather than placing
advertisements as C2C customers.
The number of Jobs customers grew by
1%, reflecting a potential in acquiring
more long-tail customers.
Our C2C continues to perform strongly as
well:
In terms of inventory levels that can
be found on our websites - active ads,
Auto and Real Estate saw growth of 4%
and 12% respectively, primarily driven
by underlying market conditions and
our active promotion of longer-duration
premium packages. The 8% growth in
Services and 3% growth in Generalist
1
active ads number was driven by the
growing client base using our platform.
The number of listed ads in the Auto
segment declined by 5% - we saw
a slowdown on our Estonian auto
platform following the implementation
of a new car tax in Estonia as of 1
January 2025. We view this as a
temporary impact on the underlying
Estonian auto market. The number
of listed ads in Real Estate grew 1%.
Regarding our main Generalist portal -
which accounts for 69% of revenue
within the Generalist business line - two
thirds of its revenue is derived from
vertical categories such as Auto, Real
Estate, Jobs, and Services. Skelbiu.lt
ranks as the 6
th
most visited website in
Lithuania
2
and drives high-quality traffic
to our market-leading verticals through
cross-listing. As such, we strategically
leverage
Skelbiu.lt
to
strengthen
these vertical platforms. This internal
ecosystem dynamic contributed to a
10% decline in the number of listed ads
on the Generalist platform.
In terms of ARPU in our B2C segment:
Auto ARPU is up 15% driven by price and
packaging changes implemented mid-
2024 (September and October 2023)
and the most recent adjustments made
mid-2025
(September
and
October
2024).
Real Estate ARPU is up 20% driven
by subscription fee and packaging
changes which also took place mid-2024
(September and October 2023) and mid-
2025 (from September to October 2024).
The most recent changes were aimed at
both, growth in ARPU and incentivising
customers to choose individual and
more expensive premium packages for
brokers. On top of that, the tailwind of
recovering inventory levels resulted in
customers buying more slots.
Jobs ARPU is up 12% mainly due to
pricing
changes,
including
reduced
volume discounts. CVbankas, being the
market leader, is well-positioned to take
advantage of a vibrant employment
market,
supporting
continued
revenue growth. Price changes were
implemented on new and renewing
customers in September 2023 and were
rolling out to the customers through
the 12-month cycle until autumn this
year. This year the new prices were
introduced in September 2024, and like
last year, are rolling out to the customers
through the 12-month cycle.
In terms of the yields
3
in our C2C segment:
We implemented price changes in May
2024.
As
a
result
of
implemented
price
changes and advertisers opting in for
longer-term
packages,
revenue
per
listed ad increased by 21% in Auto, 22%
in Real Estate and 17% in Generalist.
Services average monthly revenue per
active ad was up 14% mainly due to
price changes and an increased usage
of our value-added services.
Ancillary revenue, which accounts for 5%
of the revenue and is primarily derived from
Auto financial intermediation, grew by 17%
this year. Auto financial intermediation
growth was driven by improved conversion
rates, a decrease in Euribor, and an overall
increase in auto transactions. Another
driver of ancillary revenue growth was
data revenue. Adoption and usage of our
car history reports were particularly strong
this year. In addition, the successful
strategic acquisition of a real estate
valuation and lead generation platform
further
strengthened
our
position
in
facilitating real estate transactions.
Advertising revenue, which accounts for
5% of revenue, grew by 5% this year.
Operating costs
Operating costs lines grew organically,
in line with business expansion and
underlying market inflation.
Most of our operating costs are people
costs. It is 15% of Group revenue. During
the year, the BCG team expanded to 156
FTEs. The average number of FTEs during
the year has grown by 9% from 136 in 2024
to 148 in 2025. Investment in our people
increased by 11% to €12.6 million, up from
€11.3 million in 2024. Most of the increase
in people costs resulted from headcount
growth and regular annual salary reviews.
Our marketing costs amount to 1% of
revenue. As a portfolio of brands, we
minimise spending on external service
providers by advertising on our own sites
at no cost. Other Group costs include IT,
which are also 1% of revenue, and general
administrative expenses, which are 5%
of revenue. We have supported several
non-governmental organisations (NGOs)
assisting Ukraine during the war, as well as
local educational and other organisations,
with donations totalling €0.1 million (2024:
€0.2 million).
The
majority
of
depreciation
and
amortisation
costs
relate
to
the
amortisation
of
acquired
intangibles,
which decreased to €10.1 million in 2025
from €16.2 million in 2024. This decline
reflects the full amortisation of most
business client relationships acquired in
the 2019 and 2020 acquisitions.
Financial Review
continued
€m, unless stated otherwise
2025
2024
Change
Labour costs
12.6
11.3
11%
Advertising and marketing costs
1.1
1.0
6%
IT expenses
0.9
0.8
3%
Other
3.9
3.6
7%
Operating costs excluding depreciation and amortisation
18.4
16.8
9%
Depreciation and amortisation
10.9
16.9
(36%)
Operating costs
29.3
33.8
(13%)
Baltic Classifieds Group PLC Annual Report and Accounts 2025
18
Financial Review
continued
1
Alternative performance measure, see note 4 to the consolidated financial statements for further details.
2
Customer credit balances relate to amounts held by customers in e-wallets and are included within trade and other payables as well as cash and cash equivalents.
Net finance expense
Our
finance
expenses
mainly
reflect
interest expenses at a 1.75% margin over
Euribor, totalling €2.5 million in 2025, down
from €3.5 million in 2024. This decrease is
mainly attributable to a reduction in the
gross debt balance - from €50.0 million at
the end of 2024 to €25.0 million at the end
of 2025.
Additionally our finance costs include
commitment fees related to a €10.0
million unsecured and undrawn Revolving
Credit Facility (“RCF”). Finance expenses
are partly offset with finance income from
cash balances held in banks, resulting
in a net finance expense of €2.4 million,
compared to €3.4 million in 2024.
Profitability and Alternative
Performance Measures
The
Group
has
identified
certain
Alternative
Performance
Measures
(“APMs”) that it believes provide additional
useful information on its performance.
These APMs are not defined by IFRS and
are not considered to be a substitute for,
or superior to, IFRS measures.
These APMs may not be necessarily
comparable to similarly titled measures
used by other companies.
Directors
use
these
APMs
alongside
IFRS
measures
when
budgeting
and
planning, and when reviewing business
performance.
For APM descriptions and reconciliations
to IFRS measures, see note 4 to the
consolidated financial statements.
There were no add-backs to our EBITDA
in the periods reported. Our EBITDA grew
17% to €64.4 million (2024: €55.3 million).
The EBITDA margin expanded by 1% point
to 78% (2024: 77%).
Adjusted operating profit grew to €63.6
million (2024: €54.5 million) and reported
operating profit was €53.5 million (2024:
€38.3 million).
BCG intends to return one third of adjusted
net income each year via dividend. For
this purpose, we show amortisation of
acquired intangibles and the associated
tax effect along with the adjusting items
in the table on the next page. Adjusted net
income grew 21% to €54.4 million (2024:
€45.0 million). Profit for the year increased
to €44.8 million (2024: €32.0 million).
€m, unless stated otherwise
30-Apr-25
30-Apr-24
Bank loan principal amount
25.0
50.0
Customer credit balances
2
2.2
2.4
Total debt
27.2
52.4
Cash
(23.6)
(24.9)
Net debt
3.6
27.5
EBITDA
1
LTM
64.4
55.3
Leverage (times)
0.1x
0.5x
Net debt and leverage
In 2025, we voluntarily repaid €25.0 million
of the existing debt.
Compared to the end of 2024, net debt
1
decreased by €24.0 million to €3.6 million
(from €27.5 million in 2024). We ended
the year with leverage
1
ratio of 0.1x, down
from 0.5x in 2024.
Tax
The Group tax charge for the year was €6.3
million (compared to €2.9 million in 2024),
representing an effective tax rate of 12%
(8% in 2024). This tax charge comprises:
Current tax expense of €7.0 million
(2024: €4.1 million). The current tax
expense in 2024 included a one-off
tax credit of €1.8 million. This credit,
an adjusting item to our profitability
measures, relates to 2021 and resulted
from
a
new
interpretation
of
the
Corporate Income Tax law by the Tax
Authority in Lithuania, following a court
ruling.
Unwind of deferred tax of €0.7 million,
mainly from deferred tax on acquired
intangibles (2024: €1.2 million, including
€1.4 million deferred tax from acquired
intangibles).
Earnings per share (“EPS”)
Basic EPS grew 42% and was 9.3 € cents
based on the weighted average number of
shares of 481,981,128 (2024: 6.5 € cents
based on the weighted average number of
shares of 489,975,882). Diluted EPS round
to 9.3 € cents (2024: round to 6.5 € cents).
Adjusted basic EPS grew 23% to 11.3 €
cents (2024: 9.2 € cents).
Cash flow and cash conversion
Cash generated from operating activities
grew 13% to €66.8 million (2024: €59.0
million). Cash conversion
1
continues to be
maintained at 99% (2024: 99%). Net cash
inflow from operating activities grew 12%
to €57.4 million (2024: €51.2 million).
Baltic Classifieds Group PLC Annual Report and Accounts 2025
19
€m, unless stated otherwise
2025
2024
Change
EBITDA
64.4
55.3
17%
EBITDA margin %
78%
77%
1% pt
Depreciation and amortisation
(10.9)
(16.9)
(36%)
Operating Profit
53.5
38.3
40%
Add back: amortisation of acquired intangibles
10.1
16.2
(37%)
Adjusted Operating Profit
63.6
54.5
17%
Net finance costs
(2.4)
(3.4)
(30%)
Profit before tax
51.1
34.9
46%
Income tax expense
(6.3)
(2.9)
120%
Profit for the year
44.8
32.0
40%
Add back: corporate income tax credit relating to 2021
-
(1.8)
n/m
Add back: deferred tax impact of acquired intangibles amortisation
(0.5)
(1.4)
(64%)
Adjusted net income
54.4
45.0
21%
Basic EPS (€ cents)
9.3
6.5
42%
Adjusted basic EPS (€ cents)
11.3
9.2
23%
Financial Review
continued
We also intend to keep our capital policy
under review and may revise it from time
to time.
Going concern
The Group generated significant cash
from operations during the year. As of 30
April 2025, the Group had not drawn down
any of the €10.0 million unsecured RCF
and had cash balances of €23.6 million.
The €10.0 million RCF is committed until
July 2026.
Lina Mačienė
Chief Financial Officer
2 July 2025
Capital allocation
Net
cash
generated
from
operating
activities was used for:
Paying the final dividend for the year
2024 of 2.1 € cents per share in October
2024, totalling €10.1 million.
Paying the interim dividend for the year
2025 of 1.2 € cents per share in January
2025, totalling €5.8 million.
Acquiring Untu.lt for €1.0 million.
Buying
back
4.6
million
Company
shares for cancellation for €13.5 million
(2024: €19.3 million).
Reducing the loan liability by paying
down debt by €25.0 million (2024: €20.0
million).
The capital allocation policy remains
unchanged. Our plan is to use all the cash
we generate in a year, within that same
year or shortly thereafter. We intend to:
Return one third of adjusted net income
each year via an interim and final
dividend, split approximately one third
and two thirds, respectively. If approved
at the AGM, the final dividend for the
year 2025 will be paid on 17 October
2025 to members on the register on 12
September 2025. Dividends are declared
and paid in euro. Shareholders can elect
to have dividends paid in British pounds
sterling. Currency election deadline for
2025 final dividend is 26 September
2025.
Continue
considering
value-creating
M&A
opportunities.
All
options
for
financing
attractive
acquisition
opportunities remain open, including
using our cash, increasing our debt and
even seeking additional equity capital.
However, using own cash is the most
likely and would most likely not affect
dividends but might reduce capacity for
share buy-backs.
Use a combination of share buy-backs
and debt repayment for the balance of
cash.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
20
BCG has just completed its fourth successful year as a publicly listed company. Throughout 2025 we continued to strengthen our
operational capabilities through disciplined investment in people, processes and tooling. Technology is at the core of every product
and service we provide, and it is organised around two engineering hubs — Vilnius (Lithuania) and Tallinn (Estonia) — and three pillars:
Infrastructure, Applications and Artificial Intelligence. In 2025, BCG has made significant progress in enhancing its technology framework,
reflecting our ongoing commitment to innovation and operational efficiency. We are well positioned to leverage our capabilities to
support our continued growth and provide value to our stakeholders.
Infrastructure
We
own
and
operate
all
production
hardware, giving us full control over
configuration, upgrade cycles and security.
This approach eliminates vendor lock-in
and shields us from the pricing swings
and contractual constraints common in
single-vendor cloud arrangements. Each
technology hub is supported by two
geographically separate hosting sites,
enabling seamless fail-over in the event of
a local disruption. Hardware is refreshed
on a rolling schedule, and all core software
remains
on
current,
vendor-supported
versions. To meet rising demand, the
infrastructure team grew by roughly one-
third during 2025.
Applications
All customer-facing portals are built and
run internally. Dedicated squads work
with a single programming language and
a unified tool-chain, reducing context-
switching costs and allowing engineers to
be redeployed quickly to priority projects.
The long average tenure of our developers
provides deep knowledge of both the
codebase
and
the
business
domain,
shortening lead times for a complex
change. Continuous delivery practices
remain a hallmark of our culture. We
average more than 30 production releases
per working day.
Following the acquisition of the property
valuation
and
broker
lead-generation
tool Untu.lt, we initiated a structured
integration
programme.
This
requires
technological
integration
into
BCG’s
ecosystem as well as integration into
existing real estate business.
Operational Review
In 2025, BCG has made significant progress in enhancing its technology framework,
reflecting our ongoing commitment to innovation and operational efficiency.
Simonas Orkinas,
COO
Artificial Intelligence
Two years ago we spun off our data-
science function into a dedicated AI
department to accelerate innovation. The
team now develops and operates models
in-house — protecting intellectual property,
ensuring security, and enabling rapid
iteration — while selectively using external
large-language models where they offer
clear advantages. Our AI strategy remains
clear: build critical technology ourselves,
maintain uncompromising security and
reliability, and scale talent methodically as
demand grows.
Overall,
the
progress
made
in
2025
positions BCG to leverage its technology
assets
for
continued
growth
while
maintaining the reliability and security our
stakeholders expect.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
21
Key product developments
Here, we review our key product developments in 2025 by business line:
Auto
Autoplius.lt and Auto24.ee now allow both
private and business sellers to attach a
car-history report to any listing. The seller
purchases the report, adds it to the ad, and
every potential buyer can download it free
of charge. Sellers receive a list of people
who downloaded the report, making it
easy to contact interested buyers. From
the buyer’s perspective, these reports
enhance confidence and transparency,
giving
the
marketplace
a
distinct
competitive advantage.
At Autoplius.lt we launched the advanced
dashboard
for
business
customers,
giving them detailed listing analytics
and an overall performance score. A
new market-demand tool uses platform
data to rate current supply-and-demand
conditions, helping sellers to refine ads
and make faster pricing decisions. We
also introduced a car buying tool that
helps dealers to source vehicles directly
on the platform. With instant alerts on
new private listings, price histories and
demand indicators, dealers can make
quicker,
better-informed
purchasing
choices.
At Auto24.ee, we have introduced value-
based pricing for our basic package
aimed at B2C customers. Dealers now
have an option to expand the reach of
their listings to the Lithuanian market
through Autoplius.lt. Additionally, we, as a
financial intermediary, have enhanced our
car financing product by offering a bullet
loan option for car buyers. To help the car
market recover following the introduction
of the car tax in Estonia, we now offer
financing options that include the tax
amount in the monthly payments, whether
through loans or leasing.
Real Estate
We successfully completed the acquisition
of Untu.lt, an automated property valuation
tool for sellers and a lead generation
platform
for
agents. Untu.lt provides
sellers with instant property valuations,
helping them set the right prices. If sellers
choose to work with an agent, their leads
are forwarded to top-rated agents who pay
upon successful deals. This acquisition
enhances our lead generation capabilities,
simplifies the selling process, and offers
significant value to agents by reducing the
effort required to find clients.
At Aruodas.lt, we have introduced new
packages specifically designed for co-
living projects. This emerging property
type has unique characteristics, prompting
us to tailor our offerings accordingly.
Additionally, we launched a call register
feature
for
agents.
By
using
virtual
phone numbers, agents can easily track
interested buyers, follow up on missed
calls, and manage their client database in
one convenient place.
At KV.ee, we introduced a new feature
that allows agents to share performance
metrics with property owners. Owners can
request access to statistics about their
property listings, and agents can grant this
access upon request. Additionally, owners
can purchase value-added services for
their listings. This functionality improves
trust and collaboration between brokers
and
owners,
potentially
leading
to
stronger relationships and new revenue
opportunities through owner-purchased
services.
KV.ee
has
significantly
enhanced
its
map search functionality, focusing on
improved accuracy and user experience.
Furthermore, we have elevated the quality
of our listings by integrating data from the
state registry, which streamlines the listing
process and minimises inaccuracies. We
also introduced detailed listing statistics
for
sellers,
providing
comprehensive
insights into the performance of their
listings. Sellers can analyse trends over
different time periods, empowering them
to optimise their listings, understand
their reach, and potentially achieve better
results.
Jobs & Services
At Cvbankas.lt, we have developed a
proprietary
AI
matching
model
that
leverages large language models and
custom
embedding
technology
to
enhance recommendations for both job
seekers and employers. Additionally, our
AI
platform
suggests
supplementary
questions for candidates based on the
position description. This helps to create
smarter job postings and aids in selecting
the best candidates for interviews.
At Paslaugos.lt and Getapro.lv, we have
launched recurring payments, eliminating
the need for service providers to manually
extend
their
listings.
Both
platforms
have also introduced AI-based content
moderation to reduce the amount of
manual work required.
At GetaPro.lv, we introduced a value-added
service (VAS) that allows service providers
to enhance the visibility of their listings.
Additionally, we launched an in-portal chat
feature between customers and service
providers, which quickly became a popular
tool. As a result, job engagement rates
have increased significantly.
Generalist
At Skelbiu.lt, we have enhanced our fraud
prevention
program
by
incorporating
additional security measures into the
buyer-to-seller chat application. Users are
now required to verify their identity in more
situations to continue their conversations.
We also launched a paid renewal feature
that allows sellers to boost their listings
higher in the search results and access
buyers' subscriptions for a fee.
At Osta.ee, we have implemented a new
payment solution that maintains the same
user experience while achieving cost
savings. To simplify the listing process
for new sellers, we have incorporated
registration into the listing process. For
business accounts, we automated the
registration process by integrating with
the Estonian Business Register, enabling
instant verification checks for company
representatives. This previously manual
process, handled by customer support, is
now fully automated, allowing companies
to start using the platform immediately
after registration.
Simonas Orkinas
Chief Operating Officer
2 July 2025
Operational Review
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
22
Sustainability Report
Overview of our ESG strategy
BCG is committed to being a responsible
business and our priority is to protect
our people, support our customers and
stakeholders and continue to protect the
environment around us.
Our Environmental, Social and Governance
(“ESG”) strategy can be split into two main
components:
being a sustainable business by limiting
our impact on the environment, providing
a secure and diverse workplace for
our employees and ensuring strong
governance; and
helping
customers
to
make
more
sustainable choices and encouraging
a circular economy through four of our
business lines: Real Estate, Auto, Jobs
& Services and Generalist.
The Board has reviewed and approved the
ESG strategy.
Our ESG working group ensures that we
stay on track with our strategy and make
continuous progress toward our goals.
The group is composed of six members,
including three Executive Directors and
three other employees. The Chair, together
with
Non-Executive
Director
Jurgita
Kirvaitienė, serve as sponsors to the ESG
working group and are actively involved in
its activities. During 2025, the ESG working
group met four times. The following topics
have been discussed by the ESG working
group during the year:
progress towards our ESG targets;
the Group’s carbon footprint;
energy consumption and renewable
energy;
carbon offsetting with local carbon
credit program;
ESG reporting requirements under
CSRD and the EU Taxonomy;
other relevant ESG reporting standards
for BCG;
climate-related risks and opportunities;
and
BCG's performance in ESG rating
agencies.
Areas of focus for the ESG working group
in the next financial year will be:
tracking our progress against ESG
targets;
tracking our Scope 1, 2 and 3
emissions; and
evaluating ways to enhance our ESG
efforts.
The Board fully supports the initiatives of
the ESG working group and gives Board-
level oversight of environmental, social and
governance issues and achievement of our
ESG goals. ESG matters are integrated into
the Board’s formal annual agenda and are
regularly addressed during meetings.
ESG highlights 2025
Alignment with the UN SDGs
Environmental
Social
Governance
GHG Emissions
Air Quality
Energy Management
Water & Wastewater
Management
Waste & Hazardous Materials
Management
Ecological Impacts
Physical Impacts of Climate
Change
Labour Practices
Employee Health & Safety
Employee Engagement,
Diversity & Inclusion
Access & Affordability
Product Quality & Safety
Customer Welfare
Selling Practices & Product
Labelling
Product Design & Lifecycle
Management
Business Model Resilience
Supply Chain Management
Materials Sourcing & Efficiency
Human Rights & Community
Relations
Customer Privacy
Data Security
Business Ethics
Competitive Behaviour
Management of the Legal &
Regulatory Environment
Critical Incident Risk
Management
Systemic Risk Management
Environmental
Social
Governance
Reduced our absolute Scope
1 and 2 emissions by 30%
Doubled the volume of
EV-related content, reviews,
and comparisons on our
YouTube and social media
channels
Offset our Scope 1 and
2 carbon emissions by
supporting carbon removal
projects in local agriculture
• Ranked 5
th
among the top
performers and 1
st
in the
Technology sector, according
to the FTSE Women Leaders
Review
• Average employee tenure
increased to 9 years
• Completed employee
engagement survey, and,
just like last year, over 95%
of employees said they are
proud to be part of the BCG
team
• Maintained gender diversity
with a 49:51 split between
women and men
• Donated €0.1 million to
selected charities
• Introduced a Mobile Device
Policy
• Strengthened our IT
infrastructure by upgrading
hardware and expanding the
infrastructure team
• Completed optimisation
of personal data deletion
processes in compliance with
GDPR requirements
• Increased awareness of cyber
security through employee
training
Reporting frameworks
We continue to evolve our Environmental,
Social and Governance (‘ESG’) reporting
to meet the requirements of leading
industry frameworks and our stakeholders’
expectations. BCG has aligned its ESG
reporting to the Task Force on Climate-
related Financial Disclosures (TCFD) and
to the principles of the Sustainability
Accounting
Standards
Board
(SASB)
framework for Internet and Media Services.
We have also identified the UN Sustainable
Development
Goals
(‘SDGs’),
which
we believe we can make a meaningful
contribution to.
Disclosure index for the Task Force on
Climate-related Financial Disclosures
(TCFD) framework can be found on
page 24.
Disclosure index for the Sustainability
Accounting Standards Board (SASB)
framework can be found on page 35.
ESG materiality assessment
In order to have a successful sustainability
strategy in the long run, an understanding
of which ESG topics are the most material
to BCG is crucial. In 2023, we performed
a materiality assessment and identified
the most material ESG topics for BCG.
As part of this process, we considered
various topics raised by investors, ESG
rating agencies, Senior Management and
employees to determine the ESG issues
most relevant to our business and industry
where we may be able to have the biggest
impact. We reviewed several ESG reporting
frameworks and ultimately selected the
SASB Standards based on its industry-
specific alignment to what we believe are
material ESG issues to BCG. The six most
material sustainability issues which were
agreed by the Board as focus areas for
BCG are listed below, together with other
sustainability matters that we care about:
The Sustainable Development Goals (“SDGs”) were adopted by the United Nations in 2015. Our
approach to responsible business aligns quite naturally with the goals and we have identified four
that are most material to our business and where we contribute the most.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
23
Helping customers to make more sustainable choices
The Group’s platforms play a significant role in promoting more sustainable and socially responsible consumer behaviour across the
Baltics. In 2025, each resident visited BCG sites an average of 9 times per month, highlighting our strong reach and influence. Our
portals actively encourage the purchase of eco-friendly vehicles, support more informed real estate decisions through access to relevant
environmental data, and minimise the need for unnecessary travel by enabling efficient online transactions. Additionally, by facilitating
the exchange of second-hand goods, our marketplaces directly contribute to the circular economy. Together, these services empower
users to make choices that are not only environmentally conscious but also socially responsible.
Environment
Jobs & Services
Our Jobs & Services portals also help our advertisers
and consumers make more environmentally friendly
decisions by reducing needless travel:
customers may locate the services they require
online on our Services portals;
jobseekers and recruiters may connect through our
Jobs site online; and
remote workplace location tags and travel to work
time and distance information help jobseekers find
positions with less daily travel required.
Generalist
Our online classifieds and marketplace portals not only
offer one of the best ways for customers to advertise
and find goods and services across the Baltics, but
they also direct clients towards decisions that promote
circular economy and are socially responsible:
by purchasing used goods on our Generalist portals
rather than brand-new ones, fewer products need
to be made and end up in landfills, reducing GHG
emissions and material waste;
rubbish collection services on our portals can
only be offered by licensed providers, helping our
clients in making more sustainable decisions as
unlicensed suppliers may harm the environment.
In order to control the content and combat
illegal rubbish collectors, we also work with local
authorities; and
pet category listings require specific information
about pets, such as the seller's registration number
and the pet's microchip number. We also work with
local authorities to promote ethical and pet-friendly
breeding.
Real Estate
In the Baltics, which have some of the highest home
ownership rates in Europe, residential real estate is a
significant industry. The Group's real estate portals
in Lithuania and Estonia are leaders in their markets,
enabling us to meaningfully influence and encourage
more sustainable choices made by our visitors. We
encourage users to review the environmental data of
each property and aim to save time and resources for
clients by reducing unnecessary visits to estate agents’
offices and avoiding misleading property descriptions,
thanks to these features available on our Real Estate
portals:
information on heating costs, energy class, air
quality in a particular location, including information
on ambient air pollutants, nitrogen dioxide (NO2)
and coarse particulate matter (PM10);
high quality photos, 3D tours, video tours, floor
plans, and property descriptions online;
location of a listed property on a map, providing
both a route and street view option; and
automatic travel time estimations, based on
real-time traffic conditions and public transit
schedules, that help potential buyers better plan
their commutes and compare driving versus public
transit options.
Sustainability Report
continued
Auto
We place a high priority on promoting environmentally
friendly technologies and cleaner, more effective fuel
kinds. To make it simpler for people to look for more
environmentally friendly vehicles, our Auto websites
have made certain steps:
we continue to highlight key environmental data in
car listings, such as emissions, pollution tax rates,
and fuel consumption figures, enabling buyers to
easily compare vehicle impact and choose more
eco-friendly options;
we have expanded the data fields for electric
vehicles (EVs), including range and battery capacity,
and now offer extended search filters based on EV-
specific parameters;
new vehicle categories, bicycles and scooters, were
introduced to support micro-mobility, encouraging
even greener transportation alternatives; and
we doubled the volume of EV-related content,
reviews, and comparisons on our YouTube and
social media channels. Our social media strategy
now actively promotes sustainable mobility topics,
including both EVs and micro-mobility solutions.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
24
The Task Force for Climate-Related Financial Disclosure
(“TCFD”) Report
TCFD compliance statement
We support the Task Force on Climate-
related
Financial
Disclosures
(“TCFD”)
and
its
recommendations
and
are
committed to assessing the impacts of
climate risks and opportunities across our
operations and supply chains. This year we
focussed on making progress towards our
environmental targets.
The
following
material
climate-related
financial
disclosures
are
consistent
with
the
four
overarching
thematic
recommendations, supported by the 11
recommended disclosures. (As per the
TCFD additional guidance “Implementing
the Recommendations of the Task Force
on Climate-related Financial Disclosures”
(2021 TCFD Annex) which was released in
October 2021.)
TCFD disclosure index
The following table shows where recommended TCFD disclosures can be found:
TCFD recommended disclosure
Compliance
Governance
1.
Describe the board’s oversight of climate-related risks and
opportunities
2.
Describe management’s role in assessing and managing
climate-related risks and opportunities
The Board’s oversight of climate-related risks and opportunities
and Senior Management’s role in assessing and managing
climate-related risks and opportunities are described in the TCFD
governance section of this TCFD Report.
Strategy
3.
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and long-
term
4.
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy and
financial planning
5.
Describe the resilience of the organisation’s strategy, taking
into consideration different climate scenarios
The material climate-related risks and opportunities and the
impact they may have on the Group have been identified and are
disclosed in the Climate strategy section of this TCFD Report.
The climate-related risks and opportunities were stress-tested in
three different climate scenarios and the resilience of our strategy
is described in the Climate strategy section of this TCFD Report.
Risk management
6.
Describe the organisation’s processes for identifying and
assessing climate-related risks
7.
Describe the organisation’s processes for managing climate-
related risks
8.
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
The Group’s processes for identifying, assessing and managing
climate-related risks are described in the Climate-related risk
management section of this TCFD Report.
Climate-related risks are captured and documented in the Group’s
Risk Register in the same manner other risks are documented.
This process is described in the Climate-related risk management
section of this TCFD Report and the Risk management section of
the Strategic Report on pages 27 and 38.
Metrics and targets
9.
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
10.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG
emissions, and the related risks
11.
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
Our environmental targets are described in the Environmental
metrics and targets section of this TCFD Report.
Scope 1, 2 and 3 GHG emissions, energy consumption, water
consumption and information on electricity are also disclosed in
the Environmental metrics and targets section on pages 27 to 28.
Sustainability Report
continued
TCFD governance
Board oversight of climate-related risks and
opportunities
The Board has overall responsibility for
the Group’s preparedness for adapting to
climate change. To ensure the Board has
sufficient oversight of climate change
issues, the Board has established an ESG
working group, consisting of three Executive
Directors and three other employees, and
assigned climate-related responsibilities to
the working group. The ESG working group
reports to the Board and regularly updates
the Board on climate related risks and
opportunities, as well as progress against
targets addressing climate related issues.
For more information on the ESG
working group, see the Sustainability
Report on page 22.
During the year ending 30 April 2025, the
Board addressed climate-related topics
in three of its meetings. In October 2024,
the Board reviewed progress towards
ESG targets, assessed requirements for
the
Corporate
Sustainability
Reporting
Directive (CSRD), the EU Taxonomy, and
other relevant ESG reporting standards,
and reviewed BCG's ESG ratings. In March
2025, the Board reviewed the Group’s
H1 2025 emissions. In April 2025, the
Board reviewed climate change risks and
opportunities as part of the annual ESG
Risk Register review.
Climate-related issues are also considered
when
reviewing
business
activities,
strategic
objectives,
risk
management
or annual budgets. Climate-related risks
are included into the overall Group’s
Risk Register and reviewed on a regular
basis. In 2023, the Group included an
environmental strategic aim in its overall
strategy. Because of the business nature,
there were no other material changes to
business activities or plans, nor were there
any additional expenditures, acquisitions,
or divestitures budgeted for the next year in
relation to climate change.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
25
Management’s role in assessing and
managing climate-related risks and
opportunities
The ESG working group oversees the ESG
Risk Register, a subset of the Group’s
Risk Register that covers climate-related
risks and opportunities. It facilitates an
annual review of climate-related risks and
opportunities with Senior Management.
Senior Managers, as risk owners, are
accountable for evaluating and managing
climate-related risks within their respective
business areas. They stay informed about
new environmental regulations, evolving
market trends, and growing customer
demand
for
sustainability.
The
ESG
working group is tasked with assessing
and managing climate-related risks that
affect the entire Group and keeping track
of emerging regulatory requirements.
Climate strategy
Climate-related risks and opportunities
Due to our business model, the Group
operates in a low-carbon environment,
where the environmental impact of the
Group is low. However, the accelerating
climate change may have an impact on the
business. In 2025, the Group conducted a
review of physical and transition risks as
well as climate-related opportunities that
may arise in the future.
Climate change-related physical risks can
be either event-driven or linked to long-term
shifts in climate patterns. Transitioning
to a lower-carbon economy may involve
significant
changes
in
policy,
legal
frameworks, technology, and markets to
address mitigation and adaptation needs.
The Group has evaluated climate-related
physical and transition risks, along with
potential
opportunities,
across
three
distinct time horizons:
Short term (up to 3 years)
Medium term (up to 10 years)
Long term (over 10 years)
The Group has also evaluated
risks
and opportunities across the four main
business lines:
Auto
Real Estate
Jobs & Services
Generalist
Senior Management has reviewed the
potential impact of the identified climate-
related risks and opportunities in relation to
financial planning, business and strategy,
including impact on products and services,
supply chain and adaptation to climate
change.
See
the
following
tables
where
we
discuss: physical risks, transition risks
and opportunities, including related time
horizons in which they are most likely to
arise.
Specific risk
Description of risk and its impact
Business line &
Time horizon
Physical risks
Increased severity of
extreme weather events
Increased severity of extreme weather events due to accelerating global warming may disrupt
commercial customers' behaviour, affect the availability of websites and result in disruption to the
provision of services from our service providers. These consequences may lead to a decrease in
revenue.
All business lines
Rising mean temperatures
Rising mean temperatures may result in heatwaves, which would increase cooling costs in offices
and data centres.
All business lines
Extreme variability in
weather patterns
Extreme weather patterns may increase heating costs in our offices in the winters and cooling costs
in our offices and data centres in the summers.
All business lines
Transitional risks
Higher taxation on
transactions of internal
combustion engine vehicles
Increasing the current taxation on transactions of internal combustion engine vehicles may reduce
the volume of adverts, which would result in lower revenue from the Auto segment.
Auto
Internal combustion engine
vehicles ban
Internal combustion engine car ban in the Baltics may lead to reduced volume of ads. The new law in
the EU envisions a total ban on the sale of new diesel and gasoline cars by 2035.
Auto
Consumers switching to
electric vehicles
If consumers shift to electric vehicles, we will have to tailor our business by adding additional filters
and features to improve the search and sales of electric vehicles.
Auto
New regulations reduce real
estate stock on the market
If stock is reduced on the market due to increasing environmental regulations, like restrictions on
energy use, requirements for energy performance certificates and other environmental data, the
volume of transactions and ads will decrease, leading to a decrease in revenue from the real estate
segment.
In addition to that, if property detail reporting becomes more onerous for non-professionals/privates
due to increasing environmental regulations, the volume of ads from privates may decrease, leading
to decrease in revenue of real estate segment.
Real Estate
Opportunities
Opening of new market
segments, such as
advertising EV charging
infrastructure
Increasing environmental regulations and awareness may create new market segments, such as
electric vehicle charging infrastructure. This would allow us to develop and launch services in the
Auto segment, for instance, integrating charging station offerings into electric vehicle ads, which
may result in higher revenue.
Auto
Introduction of yearly
internal combustion engine
vehicle ownership tax
While increasing the current taxation on transactions of internal combustion engine vehicles may
reduce the volume of ads, the introduction of yearly internal combustion engine vehicle ownership
tax may lead to willingness to switch to less polluting vehicles which would result in higher volumes
of ads on our platforms. This would increase revenue in the Auto segment.
Auto
New environmental
regulations reduce
mortgage availability
Reduced mortgage availability due to environmental regulations may decrease the number of
transactions leading to increase in the length of ads being advertised and as a result higher revenue
in the Real Estate segment.
Real Estate
Increased cost of materials
Climate change and environmental regulations may result in increasing raw material prices.
Increased prices in the primary market may increase the activity in the secondary market and
consequently increase the number of ads and revenue in Generalist portals.
Generalist
Increased climate
awareness
Increased climate awareness and people shifting to a circular economy may increase the activity
in the secondary market and consequently increase the number of ads and revenue in Generalist
portals.
Generalist
Fulfilling environmental
reporting and sustainability
goals
Achieving our climate-related goals and being an environmentally responsible business may lead
to enhanced reputation with shareholders, customers and investors, an increase in share price and
revenue. Improved reputation may also result in higher availability and lower cost of capital.
All business lines
Short term
Medium term
Long term
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
26
Immaterial financial impact
Low financial impact
Medium financial impact
High financial impact
Catastrophic financial impact
Scenario 1
"Orderly"
Scenario 2
"Disorderly"
Scenario 3
"Hot house world"
Policy action
Early policy action
Late policy action
(from 2031)
No policy action
Transition
Smooth transition
Disruptive transition
Business as usual
Time horizons
Short to medium-term
Medium to long-term
Medium to long-term
Temperature
Global temperatures
increase to between
1.5-2 degrees above
pre-industrial levels
Global temperatures
increase to between
1.5-2 degrees above
pre-industrial levels
Global temperatures
increase to over 2
degrees above pre-
industrial levels
Sea level rise
Low
Low
High
Risks
Low physical and
transition risks
Higher transition risk
Higher physical risks
Shadow carbon prices
(2010 US$ per tonne of
CO
2
e)
Estimated range:
100-600
Estimated range:
300-400
Estimated range:
0-100
Specific risk / opportunity
Scenario
1 "Orderly"
Timeframe of
impact: short to
medium- term
Scenario 2
"Disorderly"
Timeframe of
impact: medium
to long-term
Scenario 3 "Hot
house world"
Timeframe of
impact: medium
to long-term
Physical risks
Changing weather patterns and
increased severity of extreme weather
events
Transitional risks
Higher taxation on transactions of
internal combustion engine vehicles
Internal combustion engine vehicles
ban
Consumers switching to electric
vehicles
New regulations reduce stock on the
market
Opportunities
Introduction of yearly internal
combustion engine vehicle ownership
tax
Opening of new market segments,
such as advertising EV charging
infrastructure
New environmental regulations reduce
mortgage availability
Increased cost of materials
Increased climate awareness
Fulfilling environmental reporting and
sustainability goals
Climate scenarios
After
the
climate-related
risks
and
opportunities
were
identified
and
assessed, they were also stress-tested
in the selected three climate scenarios
based on scenarios published by NGFS
(Network
for
Greening
the
Financial
System). Based on the latest publication
by NGFS (November, 2024), we also
considered a fourth scenario “Too little,
too late”. Key assumptions from this
scenario are covered in our scenarios 2
and 3, as a result we did not include it in
our analysis. The three scenarios that we
employed in our analysis are as follows:
Orderly:
this scenario
assumes early,
ambitious action to a net zero CO
2
emissions economy.
Disorderly:
this scenario assumes action
that is late, disruptive, sudden and/or
unanticipated.
Hot house world:
this scenario assumes
limited action, which leads to a hot house
world with significant global warming and,
as a result, strongly increased exposure to
physical risks.
The assumptions of the scenarios are
summarised in the table on the right.
The financial impact on the Group’s
financial planning was assessed by the
Senior Management based on the Group’s
past experience. The financial impact is
summarised in the table on the right.
Senior Management has concluded that
the climate-related risks and opportunities
could have an immaterial impact on the
Group’s revenues and costs in scenario
“Orderly” and immaterial or low impact in
scenario “Disorderly”.
Under the scenario
“Hot house world”, physical risks could
have a medium financial impact.
Given the “Hot house world” scenario
assumptions,
Senior
Management
believes that increased severity of extreme
weather events due to accelerating global
warming may have a medium financial
impact on capital expenditures, operating
costs and revenues:
extreme weather events may cause
floodings in the areas of our data
centres, that would disrupt the operation
of our servers and temporarily affect
revenues, operating costs and capital
expenditures;
extreme weather events may disrupt
the internet connection and temporarily
affect the availability of our websites,
leading to financial impact on revenues;
and
extreme weather events may temporarily
impact
commercial
customers’
behaviour during such events, leading
to fewer new advertisements on our
websites and a decrease in revenue.
Management has considered the potential
impact on financial planning that may
arise in the future. For the next financial
year, Senior Management does not foresee
any material impact on the financial
planning that may arise from climate-
related issues.
Given the uncertainty of the transition to a
low-carbon economy and the temperature
increase
limits
achieved,
the
results
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
27
of the scenario analysis enable us to
better understand, build resilience and
to prepare for the potential worst case
impacts of climate change. From our
analysis we know that transition risks
could potentially be most significant
under “Orderly” and”Disorderly”, though
there are differences in their timings and
materiality of financial impacts. On the
other hand, “Hot house world” could have
the biggest financial impact due to the
physical climate-related risks. To ensure
we are building long-term resilience as a
business, we will use the outputs of this
phase of the TCFD programme to improve
our strategies and decision making.
The ESG working group will continue to
monitor and analyse climate-related risks
with the oversight of the Board.
Climate-related risk management
The Board has overall responsibility for
risk management and the ESG working
group
is
responsible
for
identifying,
analysing and agreeing the mitigation,
transfer, acceptance or control of climate-
related risks.
We continually develop our capacity and
capability to manage risk and uncertainty
to build and maintain long-term resilience.
Climate-related
risks
are
identified,
assessed and managed according to our
risk management framework (page 38).
Climate-related risks are captured and
documented in the Group’s Risk Register,
identifying the risk category, the likelihood
of the risk occurring, the impact if it does
occur, a specific owner, the risk trend and
the mitigation plan for each risk.
During 2025, we reviewed and updated the
Group’s Risk Register with climate-related
risks and opportunities. These risks and
opportunities are disclosed in the Strategy
section of this TCFD Report. Each member
of the Senior Management has endorsed
the risk management framework and, as
risk owner, is responsible for assessing
and managing climate-related risks for
their respective business areas. The ESG
working group is responsible for assessing
and managing climate-related risks that
are general to the Group and monitoring
emerging regulatory requirements.
Environmental metrics and
targets
We recognise that businesses have a
responsibility to protect the environment
and
understand
the
impact
their
operations
have.
To
more
effectively
assess
our
Company's
environmental
footprint, we have initiated the reporting of
greenhouse gas (GHG) emissions.
The
following
table
summarises
the
Group’s GHG emissions for this financial
year.
Sustainability Report
continued
Our total CO
2
e emissions
1
2025
2024
Base year
2022 Units
Scope
1 direct
emissions
Company car travel and
combustion of gas
25.0
40.0
48.6
tonnes CO
2
e
Scope 2
indirect
emissions
2
Purchased electricity, heat and
cooling (location-based)
126.3
121.0
112.2
tonnes CO
2
e
Purchased electricity, heat and
cooling (market-based)
12.9
14.5
134.2
tonnes CO
2
e
Scope 1 & 2 total CO
2
e (location-based)
151.3
161.0
160.8
tonnes CO
2
e
Scope 1 & 2 total CO
2
e (market-based)
37.9
54.5
182.8
tonnes CO
2
e
Scope 3
Purchased goods & services
1,051.2
811.1
-
Capital goods
149.2
95.9
-
Fuel and energy-related activities
34.9
37.2
-
Business travel
19.0
9.3
-
Employee commuting and home
working
105.6
105.8
-
Scope 3 total CO
2
e
1,359.9
1,059.3
-
tonnes CO
2
e
Scope 1,2 & 3 total CO
2
e (location-based)
1,511.2
1,220.3
-
tonnes CO
2
e
Scope 1,2 & 3 total CO
2
e (market-based)
1,397.8
1,113.8
-
tonnes CO
2
e
Intensity ratios for Scope 1 & 2 CO
2
e
CO
2
e per employee
4
(location based)
1.0
1.2
1.3
tonnes CO
2
e
CO
2
e per million revenue
5
(location-based)
1.8
2.2
3.2
tonnes CO
2
e
CO
2
e per employee
4
(market-based)
0.3
0.4
1.5
tonnes CO
2
e
CO
2
e per million revenue
5
(market-based)
0.5
0.8
3.6
tonnes CO
2
e
Global energy consumption (Scope 1 & 2)
585.0
634.3
692.8
MWh
1
All Scope 1 and 2 energy consumption incurred by the Group was global, as defined under SECR reporting. No energy consumption occurred in the UK (including offshore area).
2
Includes electricity consumption in our colocation data centers.
3
Previous years' information was restated to ensure comparability, as the Joint Research Centre (JRC) revised its methodology for calculating national electricity emission factors
to account for international imports and exports, and updated historical data accordingly. Location-based Scope 2 emissions for 2024 and 2022, along with the totals that include
these figures, were restated. In 2024, the Group reported location-based Scope 2 emissions of 141.2 tonnes CO
2
e for the year 2024 and 324.3 tonnes CO
2
e for the base year 2022.
4
Carbon emissions divided by average number of FTEs during the year - 148 (2024 - 136).
5
Carbon emissions divided by revenue in millions - €82.8 million (2024 - €72.1 million).
Methodologies
The calculations of GHG emissions align
with the UK Government’s ‘Environmental
Reporting
Guidelines:
Including
Streamlined Energy and Carbon Reporting
Guidance’. The GHG reporting period is
aligned to this financial reporting year. The
methodology used to calculate emissions
is
based
on
the
operational
control
approach, as defined in the Greenhouse
Gas Protocol, A Corporate Accounting and
Reporting Standard.
We have calculated our emissions using
emission conversion factors published
by the Department for Energy Security
and Net Zero (DESNZ), the Joint Research
Centre (JRC) - the European Commission's
science
and
knowledge
service,
Association of Issuing Bodies (AIB) and
Exiobase.
Scope 1
Scope 1 emissions cover natural gas
combustion within boilers and road fuel
combustion within leased/rented vehicles
across all Group companies. During 2025,
we reported road fuel combustion from 4
vehicles (2024: 8 vehicles), while the total
number of vehicles decreased to 3 at the
end of the year. The total Scope 1 CO
2
equivalent emissions decreased by 37% in
2025, driven by the decrease in the Group’s
vehicle fleet.
Scope 2
Scope
2
emissions
cover
purchased
electricity, heat and cooling for own
use across all Group offices located in
Vilnius, Tallinn, Tartu and Riga, as well as
electricity from colocation data centers.
In accordance with the UK Government’s
‘Environmental
Reporting
Guidelines:
Including Streamlined Energy and Carbon
Reporting Guidance’, location-based and
market-based
methods
for
purchased
electricity
emissions
were
used.
All
electricity, heat and cooling purchased
was outside of the UK: in Lithuania,
Latvia, Estonia and Poland. Total Scope
2 location-based emissions increased by
4% in 2025, largely due to higher server
utilisation in our data centers. Total Scope
2 market-based emissions decreased by
11%, resulting from our transition to a
more energy-efficient office space in Tartu.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
28
Scope 3
We use a combination of spend-based,
average-data, fuel-based and distance-
based
methods
to
calculate
our
Scope 3 emissions. We also apply an
Environmentally Extended Input-Output
database methodology. The accuracy of
our Scope 3 footprint will improve in the
future as we revisit and refine both the
methodology and the underlying dataset.
Intensity ratio
Emissions have also been calculated
using an ‘intensity metric’, which enables
the Group to monitor how well we are
controlling emissions on an annual basis,
independent of fluctuations in the levels
of Group’s activity. In respect of Scope
1 and 2, our use of energy is driven by
our people and therefore we consider
‘Emissions per employee’ to be the most
suitable metric, based on the average
number of FTEs during the year. The
emissions have also been calculated in
relation to our turnover – ‘Emissions per
million revenue’, which determines cost
efficiency based on comparing carbon
emissions to overall business revenue.
The reduction in absolute Scope 1 and
Scope 2 emissions helped us to decrease
market-based emissions per employee
to 0.3 tonnes of CO
2
e (2024: 0.4 tonnes
of CO
2
e) and market-based emissions
per million revenue to 0.5 tonnes of CO
2
e
(2024: 0.8 tonnes of CO
2
e).
Electricity consumption
The
total
electricity
consumption
in
2025
was
395.8
MWh
(2024:
367.9
MWh). In 2025, we had no energy supply
agreements for which we were directly
responsible. However, we continuously
lead a conversation with our service
providers to find possibilities to switch
to more sustainable energy. In 2025, the
percentage of renewable and emission-
free electricity used by BCG remained
stable at 88% and 99% respectively. Also,
the percentage of renewable electricity
stayed at 98% in our offices and 80% in
our colocation data centers, while the
percentage of emission-free electricity
stayed at 98% and 100% respectively.
100% electricity used was from the grid.
Energy efficiency
We
are
conscious
of
the
energy
consumption in our offices and thus
we try to make energy consumption as
efficient as possible. During 2025, our
Tallinn office implemented an energy
optimisation project focused on improving
the performance of heating, cooling, and
ventilation systems. As a result, total
energy consumption in the Tallinn office
was reduced by 12% compared to 2024.
Additionally, our Tartu office relocated to
a new, more modern and energy-efficient
space, featuring centrally manageable
radiators and improved insulation through
better and thicker windows. This change
contributed to a noticeable decrease of
35% in total energy consumption in the
Tartu office in 2025 compared to 2024.
Water
In 2025, our total water consumption
remained broadly consistent with 2024
levels, amounting to 615 cubic meters
(2024: 642 cubic metres). The water usage
is derived from our offices in Vilnius,
Tallinn, Tartu and Riga, where municipal
water supplies provide 100% of the water.
No water is withdrawn from areas with
high water stress. Waste water produced
in the Groups’ premises is treated by the
municipalities.
Waste
In BCG we recycle the waste we generate
in
our
offices,
including
paper
and
plastic. We also seek to minimise the
environmental impact of our business
activities by extensive use of digital
documentation,
including
e-signatures
and e-contracts to reduce paper usage.
BCG companies by nature do not produce
toxic waste, all waste produced is non-
toxic paper, plastic, food and general
waste. The waste is treated by local waste
management companies.
Carbon neutrality
BCG has been carbon neutral across Scope
1 and 2 since it has raised a goal to be
carbon neutral across its own operations
in 2022. This year, in collaboration with
eAgronom, we offset 40 tonnes CO
2
e to
neutralise our 2025 carbon footprint from
own operations, including additional 6% of
total Scope 1 and 2 carbon emissions. To
achieve carbon neutrality, we have funded
an eAgronom project, which involves
improving agriculture land management
in Lithuania. The project helps Lithuanian
farmers to transition from conventional
practices into conservation agriculture
practices,
such
as
reducing
soil
disturbance by reducing tilling, increasing
soil cover by implementing or intensifying
the frequency of cover crops, crop residue
management
and
nitrogen
fertiliser
reduction.
Science Based Targets initiative
In 2023, we submitted our near term target
to the Science Based Targets initiative
(SBTi) Business Ambition for 1.5°C, which
was approved in June 2023. The target
committed us to reduce our absolute
Scope 1 and 2 emissions by at least 42%
by 2030 from a 2022 base year. Because
we are using more renewable electricity in
our offices and data centres, we were able
to exceed the target and reduce emissions
in our own operations by 79% from 2022.
Our other near term targets involve making
our company fleet ultra-low emission by
2028 and increasing the percentage of
electricity derived from renewable sources
to 100% by 2030, which will allow us to
further reduce our emissions.
Sustainability Report
continued
1
Carbon neutrality is achieved by measures that companies take to remove carbon from the atmosphere and permanently store it to counterbalance the impact of emissions that
remain unabated (source: Science Based Targets initiative).
2
Setting corporate net-zero targets aligned with meeting societal climate goals means: (a) reducing Scope 1, 2 and 3 emissions to zero or a residual level consistent with reaching
net-zero emissions at the global or sector level in eligible 1.5°C scenarios or sector pathways and (b) neutralising any residual emissions at the net zero target date – and any GHG
emissions released into the atmosphere thereafter (source: Science Based Targets initiative).
Environmental targets
Target
Status
Description and progress towards our goals
Scope 1. Give up
high emission
vehicles or replace
them with EVs or
ultra low emission
vehicles by 2028
On track
During the year, one internal combustion engine vehicle lease
ended and was not renewed or replaced, in line with our program
to phase out all high-emission vehicles. As a result, Scope 1
emissions were reduced by 37% in 2025 and by 49% compared to
the 2022 base year.
Scope 2. At least
80% electricity to
be from renewable
energy sources by
2025 and 100% by
2030
Achieved
Last year, we achieved our target of sourcing 80% of electricity
from renewable sources ahead of the 2025 deadline, reaching
88%. We successfully maintained this level throughout 2025 and
are working toward our goal of increasing it to 100% by 2028.
98% of electricity used in our offices and 80% of electricity used in
our data centres is from renewable energy.
Reduce our
emissions by at
least 42% by 2030
Achieved
We have successfully met the Science Based Targets initiative
(SBTi) requirement to reduce our absolute emissions by 42%
from the 2022 base year. By increasing the use of renewable
electricity in our offices and data centres, we have achieved a 79%
reduction in emissions compared to 2022. We remain committed
to further emission reductions by continuing to expand the share
of renewable electricity and phasing out high-emission vehicles.
To be carbon
neutral
1
across our
own operations
Achieved
We offset our Scope 1 and 2 emissions through environmental
initiatives.
Net zero
2
by 2050
On track
As part of our net-zero journey we now consistently track our
Scope 3 carbon emissions, which represent a significant portion
of our value chain impact. We continue to advance toward our
long-term target of reaching net-zero greenhouse gas emissions
by 2050. To meet this goal, we are committed to reducing
absolute emissions across all scopes by at least 90% from the
2022 base year and neutralising any residual emissions that
cannot be eliminated.
People and Culture
We are proud to be recognised by the FTSE Women Leaders Review, ranking 5
th
among the top performers and 1
st
in the Technology sector, with women holding
50% of leadership positions within the Group as of 31 October 2024.
Gender diversity
For the Board’s gender figures
see page 53.
Culture and values
Our culture is a big part of our success
story. Our people are our superpower.
Supported by our recent engagement
survey, we know that our employees also
love working with us. We are proud of
the dedication, ambition and motivation
of our employees and we strive to create
an inclusive environment where everyone
can feel listened to and is supported in
contributing to the long-term sustainable
success of the Group.
Diversity and inclusion
We are highly focused on providing a
safe,
happy,
and
supportive
working
environment. For this reason, we do not
tolerate any discrimination related to
gender, age, sexual orientation, social
status, disability, race, ethnicity, religion, or
personal beliefs in our workplace.
The Group is committed to recruiting
employees based only on experience,
competence, qualification, and the right
abilities for the position and seeks to
provide
equal
opportunities
to
work
conditions, including, training, recruitment
and
redundancy,
security,
and
equal
pay. Applications for employment by
people with disabilities are given full
and fair consideration bearing in mind
the respective aptitudes and abilities of
the applicant concerned and our ability
to make reasonable adjustments to the
role and the work environment. In the
event of existing employees becoming
disabled, all reasonable effort is made to
ensure that appropriate training is given
and their employment within the Group
continues. Training, career development
and promotion of a disabled person is, as
far as possible, identical to that of an able
bodied person.
Gender diversity
The Group is committed to fostering
diversity as a means of creating a
more innovative workplace. The Board
is
dedicated
to
strengthening
and
maintaining
female
representation
in
senior leadership roles, and BCG has
actively contributed to the FTSE Women
Leaders Review, an initiative aimed at
increasing female leadership within the
FTSE 350. We are proud to be recognised
by the FTSE Women Leaders Review,
ranking 5
th
among the top performers and
1
st
in the Technology sector, with women
holding
50%
of
leadership
positions
within the Group as of 31 October 2024.
Additionally, we are proud to have a female
CFO and that four of our nine Directors are
women.
Ethnic diversity
BCG cares about creating a diverse and
inclusive work community. In order to
better understand the ethnic diversity
across our workforce, we conducted our
annual diversity and inclusion survey
which gave us a better understanding of
ethnicity across our workforce.
Given
that
national
minorities
are
recognised
in
Lithuania,
Estonia
and
Latvia
and
the
Office
for
National
Statistics states that Nationality is an
aspect of ethnicity, this is the distribution
of our people across different ethnic
groups relevant to the Baltics. Please see
ethnicity distribution of total population in
each of Lithuania, Latvia and Estonia on
page 74 in the 2023 Annual Report.
Average Employee Tenure
4
Average tenure per
employee
Average tenure per
Senior Management
employee
9 years
11 years
Sustainability Report
continued
1
Calculated on a headcount basis, as at 30 April
2025 (2024: female 50% : male 50%).
2
Executive Committee and Direct Reports to the
Executive Committee, according to the FTSE
Women Leaders Review methodology, as at 30 April
2025 (2024: female 52% : male 48%).
3
Data collected on a headcount basis during the
Employee diversity survey in March 2025.
4
Calculated on a headcount basis, as at 30 April
2025 (2024 average tenure per employee: 8 years,
2024 average tenure per Senior Management
employee: 13 years). The average tenure of Senior
Management decreased from 13 years in 2024 to
11 years in 2025, following the addition of three
new Portal Managers to the BCG team, two of
whom joined in newly established roles.
51%
49%
All Employees
1
Male
Female
54%
46%
Leadership
Team
2
Male
Female
Ethnic diversity
3
Lithuanian 63%
Estonian 25%
Latvian 6%
Jewish 6%
Senior
Management
Lithuanian 61%
Estonian 30%
Latvian 6%
Russian 1%
Polish 1%
Jewish 1%
All Employees
Our
values
Marketplace is our hobby
Trustworthiness
Work is fun
Entrepreneurship
Less is more
Getting things done
Baltic Classifieds Group PLC Annual Report and Accounts 2025
29
Baltic Classifieds Group PLC Annual Report and Accounts 2025
30
Talent attraction and retention
The competence and commitment of
the Group’s employees are important
factors for the Group’s success. Our
success also depends on the ability to
attract, train, motivate and retain highly
qualified
individuals,
whilst
building
our corporate culture. The Group faces
significant and increasing competition
for qualified personnel, including those
in
information
technology
positions.
The Group has historically offered the
Senior Management and key employees
investment opportunities in the Group in
order to attract and retain highly qualified
individuals, which has led to Senior
Management and key employees holding
shares in BCG. As of 30 April 2025, we
had an average of 9 years of tenure per
employee and an average of 11 years of
tenure per Senior Management employee.
1
Employee training and skills
development
To
support
continuous
professional
development,
training
and
skills
development opportunities are available
to all employees. The training our people
receive can be split into mandatory and
non-mandatory
categories.
Mandatory
training covers our compliance essentials
to ensure compliance with our legislative
and regulatory requirements and other
skills necessary for work purposes. Our
non-mandatory training covers a broad
range of learning and development areas,
including technical skills, soft skills and
awareness. Employee training includes
workshops, conference attendance, online
learning, and professional qualifications,
all initiated by the employer.
Our training
statistics does not include on-the-job
training
and
additional
personal
or
professional training employees pursue
on their own.
Employee engagement and
wellbeing
We are continuously looking for ways
to improve internal communications to
ensure our employees stay connected
and feel engaged. Therefore, it is crucial
for us to keep in touch over virtual
channels.
Our
employees
use
Zoom
and Slack applications for our internal
communications and these have proved
to be great and efficiency improving tools
for people to communicate.
We hold CEO-led virtual updates whenever
we have news for employees to ensure
our people are updated on key business
activities, business performance or any
strategic changes.
In order to contribute to our employees'
health and wellbeing, the vast majority
of our employees are awarded with a
healthcare plan scheme for employees’
medical needs. Also, employees in our
biggest offices in Lithuania and Estonia
are given a free gym subscription.
To keep the Board informed on workforce
related issues, the CEO, CFO and COO
provide updates at every Board meeting
which includes relevant workforce updates.
This engagement method is effective
due to the management structure of the
Group. The Board is particularly hands-on,
engaged and committed to ensuring that
it understands the composition and views
of employees. During the year, designated
Non-Executive
Board
members
met
with employees where people could ask
questions or express relevant concerns.
We hold these meetings regularly.
Employee engagement survey
In order to get a better understanding of
the current employee morale, satisfaction,
and engagement at BCG, we conduct an
annual employee engagement survey. We
welcome open and honest feedback from
our employees and that is why we conduct
employee surveys on a regular basis.
We are pleased that the 2025 employee
survey showed that, in line with last year's
results, more than 95% of our employees
feel proud to be a part of the BCG team
and would recommend their friends to
work here.
1
Summary results were presented to the
Board and employees. The feedback from
employees enabled Senior Management
to make the necessary conclusions on
the employee morale, satisfaction and
engagement, which will help to make
positive improvement in each of these
areas.
Summary of training
provided
2025
2024
Total hours of training
1,889
2,488
Hours of mandatory
training
445
945
Hours of non-
mandatory training
1,444
1,543
Average hours of
training per employee
12
17
Annual cost of
training, €
55,126
67,149
Average cost per
employee, €
356
466
Number of active
employees
2
155
144
Sustainability Report
continued
Employee share incentive scheme
We want our employees to benefit directly
from their contribution to the Group’s
success. The Group currently operates
a Performance Share Plan (“PSP”) that
is subject to service and performance
conditions. The PSP scheme consists
of share options for Executive Directors
and certain key employees with a vesting
period of three years. The Group awarded
794,118 share options under the PSP
scheme in 2025 (2024: 1,138,024 share
options).
For more information on the
PSP scheme, see note 24 to the
consolidated financial statements on
page 111.
Fair pay
Since we are operating in a highly
competitive labour market segment, it is
crucial to us that our employees receive
a competitive salary for the work they
perform. All employees receive fair pay
according to their qualification, level of
responsibility, work results, experience,
and other objective criteria. To make
sure the salaries of our employees stay
competitive, they are reviewed yearly,
taking into account market data, the skill
set and experience of employees. The
salaries on average increased by 10%
during 2025 and 11% during 2024.
For more information on director and
employee remuneration, see pages 70
to 73.
As opposed to the UK, the Baltics lack
a generally recognised real living wage
standard. However, all our employees
are paid significantly above the national
minimum wage and we are committed to
paying a fair salary for all our employees.
We are pleased that the 2025 employee survey showed that, in line with last
year’s results, more than 95% of our employees feel proud to be a part of the
BCG team and would recommend their friends to work here.
1
Over 95% of respondents answered YES to both questions: “Do you feel proud to be part of the BCG team?” and
“Would you recommend your friends to work here?”.
2
Average number of active employees during 2025, calculated on a headcount basis.
Average salary increase
2024
2025
11%
10%
Baltic Classifieds Group PLC Annual Report and Accounts 2025
31
Health and safety
The health and safety of all employees
and visitors is a priority for the business.
Our principal objective is to prevent or
minimise accidents, injury and ill health to
staff working at our premises or remotely.
This includes contractors, and others, who
work at, or visit our premises.
There were no fatalities, serious injuries
or safety accidents reported during the
year, and there was no lost time due to
work-related
incidents
or
work-related
occupational disease.
All our employees have fire safety training
at least every 1 to 2 years in line with the
national requirements across our offices in
Lithuania, Latvia and Estonia. All our new
employees are trained in safety once they
join the BCG team. Also, we provide our
employees with a health check-up every 2
to 3 years, depending on the location and
national requirements.
Mental health
We are committed to supporting our
employees in all aspects of their health and
wellbeing, including mental health. Every
year we have regular team building events,
the purpose of which is to get to know
colleagues and thereby create a pleasant
Sustainability Report
continued
working
environment
in
the
offices.
Managers
have
regular
performance
reviews
with
employees,
which
also
include discussing if the employee is
feeling satisfied and motivated in the
organisation. In Estonia we also supported
employee wellbeing by sharing curated
materials on mental health, including
practical tips, self-assessment tools, and
educational resources.
Workplace flexibility and work-life
balance
Currently we apply a hybrid working model,
mixing in-office and remote work. We also
provide a flexi-time working system with
a set number of hours with the starting
and finishing times chosen within agreed
limits by the employee.
Access and affordability
On average each resident in the Baltics
visited BCG sites 9 times per month
during 2025, making BCG the leading
online classifieds group in the Baltics. It is
important for us to ensure that the most
disadvantaged members of our society
can access affordable services on our site
in a convenient and free way.
Since the beginning of the
war in Ukraine, the Group
has donated €0.4 million
to support the struggle of
Ukrainians.
Social and community issues
BCG engages with local communities,
and supports them on an ongoing basis,
through
local
connections,
charitable
work and support. During 2025, the focus
continued to be on both organisations that
support Ukraine, to which we donated €70
thousand, and local initiatives, to which
we donated €64 thousand.
Since the beginning of the war in Ukraine,
the Group has donated €0.4 million to
support the struggle of Ukrainians through
various
charity
organisations.
€0.2
million has been donated to a local non-
government organisation “Blue / Yellow”
which provides nonlethal supplies to
Ukraine and €0.1 million has been donated
to the Red Cross. An additional €0.1 million
has been donated to other initiatives that
help civilians who are forced to leave their
homeland and flee from the war zone.
In addition to these donations, we try to
ease the challenges faced by Ukrainian
refugees and the people of Ukraine in
any other ways that we can, especially
because since the start of the war, tens
of thousands of Ukrainian refugees have
become part of our local communities in
the Baltics.
Currently,
the
Group’s
portals
offer
consumers free access to search for
a wide range of products and services
listed
by
B2C
and
C2C
advertisers,
portal-specific ancillary services, such as
financial intermediation and data services
(for example salary data per different job
category on the Jobs portal). Consumers
can search the portal with or without prior
registration and have access to a large
volume of listings across the portals in
numerous categories including real estate,
automotive, jobs (blue and white collar),
home furnishing, clothing, construction
materials,
agricultural
equipment
and
pets.
Our Generalist platforms allow private
users to list general items for sale entirely
for free. Applying for a job on our Jobs
platform is also free of charge. Our vertical
platforms offer private users ad listing fees
that relate to the value of the item listed
- as a result, people who list lower value
items, can list them for a significantly
lower price. Searching for an employee on
our job portal varies by location, so it costs
less in smaller cities where the average
salary is lower.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
32
3
2
1
Sustainability Report
continued
Social targets
Target
Status
Description and progress towards our goals
Maintain average employee tenure above 5 years
Achieved
In 2025 the average employee tenure was increased to 9 years.
Maintain employee engagement above 90%
Achieved
In 2025 we conducted our annual employee engagement survey
which showed that in line with last year's results, more than 95% of
employees are proud to work at BCG.
Maintain at least 40% women in the whole
workforce
Achieved
We maintained our gender diversity in the whole workforce with 49%
of the workforce being women.
Maintain at least 40% of women in our
Leadership Team
1
Achieved
The representation of women in our Leadership Team was 46%.
1
Executive Committee and Direct Reports to the Executive Committee, according to the FTSE Women Leaders Review methodology, as at 30 April 2025.
1
Free placement of ads for professional services
offered by Ukrainians in Paslaugos.lt
Helps Ukrainians to find clients in Lithuania and earn
money for the services provided
Category "For Ukraine" in Skelbiu.lt
People can list clothes, furniture, appliances or any
other items free of charge to give away for free
Label "Help for Ukrainians" in Aruodas.lt
Allows customers to advertise that they offer
more flexible conditions to refugees and enables
Ukrainians to find the advertisements they need
more easily
2
Rental agreements in Aruodas.lt
Translated into English, Ukrainian and Russian
languages
Label "Ukrainians are welcome" in CVbankas.lt
Help Ukrainian refugees find jobs, which are the most
suitable for them
3
CVbankas.lt in Ukrainian
Visitors may view the portal’s content, including job
advertisement information in Ukrainian language.
Applicants' resumes can also be created in Ukrainian
language
Some of the developments done in order to ease the
challenges faced by Ukrainian refugees include:
During 2025, we were proud to donate, among others, to the following
charities:
Blue / Yellow
Provides Ukrainian soldiers and volunteers with
essential supplies that help them battle Russian
aggression
Švietimas numeris vienas
Combines business experience with educational
expertise to create tools and solutions that
strengthen Lithuania’s education system and
nurture creative, independent, and future-ready
talent
Tallinn Children's Hospital Foundation
Helps create a child-friendly hospital environment
and supports the highest quality medical care at
Tallinn Children's Hospital
My Dream Day
Fulfils the dreams of seriously and chronically ill
children, supporting their mental health and that
of their parents as part of the overall treatment
process
Baltic Classifieds Group PLC Annual Report and Accounts 2025
33
Governance and Compliance
The Board takes responsibility for all
workforce policies and practices which
are consistent with the Company values
and supports its long-term sustainable
success.
The
Board
reviews
and
approves
all
significant
policies
that
impact
our
workforce. The Executive Directors take
direct
responsibility
for
all
workforce
related issues to ensure that they align with
the Group’s values and purpose. Policies
are published on the Company intranet.
Our employees are required to confirm
their understanding of these policies upon
recruitment and on a periodic basis. Where
relevant, training is given to the workforce.
As a leading group of digital marketplaces
in the Baltics, we are committed to
putting data security, as well customer
and consumer privacy at the heart of
what we do. It is our highest priority to
provide reliable, efficient and fair digital
platforms. Cyber security and privacy is
also included into the Board’s schedule.
The Senior Management briefs the board
on information security matters at least
once a year.
Data security
In order to ensure our portals are secure,
we have implemented technical measures,
including
distributed
denial-of-service
(DDoS) protection, bot management and
strict firewall rules. All critical parts of the
infrastructure are secured from the public
and our software is up-to-date with critical
security patches applied. We conduct
penetration testing and content moderation
to ensure security and mitigation of cyber
crime risk.
Security incidents are detected via security
tools such as Cloudflare WAF and internal
monitoring systems. Additionally, we react
to feedback from customers to ensure we
are proactive in dealing with cyber threats.
Data privacy
We are committed to ensuring that the
personal information we collect and use
is appropriate for the purpose and does
not constitute an invasion of privacy.
When processing personal data, we strive
to keep it accurate, secure, confidential,
properly stored and protected. Also, we
make every effort to minimise the amount
of personal data transferred before data is
transferred.
We have adopted the EU GDPR and
UK Data Protection Act 2018 as our
benchmarks for data protection. Where
required, users have to consent with our
Terms of Use, Privacy Policy and Cookies
consent management platform.
Each of our portals has a public Privacy
Policy uploaded on their website with clear
terms involving the collection, use, sharing
and retention of user data including data
transferred to third parties. All portals are
committed to notify data subjects in a
timely manner in case of policy changes
or data breach. We require all third parties
with whom the data is shared to comply
with the company’s privacy standards.
To protect the personal data of the private
sellers who advertise on our platforms
we hide part of their contact data and
provide virtual numbers. In 2025, we also
completed the optimisation of personal
data
deletion
processes
to
ensure
compliance with GDPR requirements.
In addition, all of our employees have
completed GDPR training. As planned,
we conducted this training across all our
offices in 2024. We take data privacy very
seriously and will continue to provide
GDPR training every two years.
Human rights
BCG is committed to acting in an ethical
manner with integrity and transparency
in all business dealings and to investing
in the creation of effective systems and
controls across the Group to safeguard
against adverse human rights impacts.
BCG’s policy is to engage only with
suppliers who meet our ethical standards.
Potential suppliers are assessed based
on their geographical location, nature of
services provided and their reputation.
In
2024
BCG
adopted
the
Business
Partner Code of Conduct which includes
the main principles of human rights that
our
business
partners
must
respect.
We safeguard our employees through a
framework of policies and statements
including
Code
of
Conduct,
Modern
Slavery and Whistle-Blowing policies.
Modern slavery
We are committed to addressing the
potential risks of modern slavery, human
trafficking and other human rights abuses
within the Group and in its supply chain
and we will take steps to review and,
where appropriate, further improve our
processes to ensure that we mitigate
these risks appropriately. Should any
instances of modern slavery be identified,
we believe the Group is well positioned to
deal with and address these.
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
34
Anti-bribery and anti-corruption
The Group has adopted an Anti-Bribery
and Anti-Corruption Policy which outlines
main rules and principles that ensure a
consistent standard of behaviour across
the Group. Under this Policy, Company
employees are not permitted to give or
offer anything of value, directly or indirectly,
to any commercial party or government
official, including foreign public officials
in international business transactions,
for the purpose of improperly obtaining or
retaining a business advantage. All Board
members and employees, including Senior
Management, are trained to identify and
avoid the risks related to corruption and
bribery.
The Company is committed to taking
a
proportionate
and
risk-based
approach to due diligence of its third-
party intermediaries. Where third-party
intermediaries are engaged, an effective
risk assessment informs the procedures to
be imposed to mitigate the risk of bribery
by any such third-party intermediary. BCG
assesses the reputation and standing of
the firm or individual it is employing and
the historical issues that have arisen in
the relevant industry sector or region of
employment.
As per our Gifts and Entertainment Policy,
BCG does not tolerate any inappropriate
attempts to influence or reward someone
in
connection
with
any
business
decision or transaction through gifts or
entertainment. Pre-approval is mandatory
for gifts or entertainment provided to or
received in excess of €750. Disclosure
and documentation is mandatory for any
gifts or entertainment employees provide
or receive that exceed €250 per employee
per annum.
There were no political donations made
during the financial year (€nil in previous
financial year).
Whistle-blowing
BCG has adopted a Group-wide Whistle-
Blowing Policy designed to provide our
employees with an effective and available
mechanism to help prevent malpractice
occurring across our working environment,
which includes a way for employees to
raise their concerns anonymously.
Employees can express a problem via
a local inbox set up in the office, their
manager, the Executive Team, or the
General Counsel if they have any. An
employee can get in touch with the Chair
of the Audit Committee if they want to
talk to someone outside of BCG.
All BCG
employees have access to all contact
details and information on the whistle-
blowing procedure.
Every effort will be made to keep the
identity of an individual who makes a
disclosure under this Policy confidential.
No employee who raises concerns under
this
procedure
will
be
dismissed
or
subjected to any detriment as a result of
such action. Employees who victimise or
retaliate against those who have raised
concerns under this Policy will be subject
to disciplinary action.
The CFO of Baltic Classifieds Group has
Board responsibility for monitoring and
evaluating whistle-blowing arrangements.
The CFO will update the Audit Committee
as and when whistle-blowing concerns
have been received, the investigations
completed and any actions arising as a
result. From time to time, the CFO will
also review the organisation’s whistle-
blowing arrangements and ensure they
are subject to independent retrospective
review. There were no whistle-blowing
reports made during the financial year. The
implementation and effectiveness of the
Group’s compliance function and policies
is reviewed periodically by the Audit
Committee and is supported by periodic
reviews and risk assessments performed
by the Group’s finance and legal teams.
Competitive behaviour
BCG
competes
in
highly
competitive
markets with low entry barriers. Due to
rapid
technological
change,
evolving
industry standards and changing needs
and preferences of customers and users,
the competitive landscape is extremely
dynamic. Our portals face competition
from both traditional and new online
classified
portals
such
as
Facebook
Marketplace and Linkedin.
We put a strong focus on compliance with
competition laws. Our approach involves
monitoring our pricing strategies to ensure
that the planned pricing is fair and reflects
the economic value of the product offered,
maintaining transparency in our dealing
to ensure the access to our platforms,
and refrain from exclusive dealings that
could unfairly hinder the competition. Our
pricing strategies had been challenged by
the third parties and National Competition
Authorities
in
Lithuania
and
Estonia
adopted positive decisions verifying that
the prices were fair compared to selected
benchmarks. It gives the credibility to
assess the pricing limits and the legality
of the planned actions.
Tax transparency
BCG is committed to paying its fair share
of tax in a transparent manner. The
Group’s effective tax rate for 2025 was
12% (2024: 8%) with income tax of €6.3m
(2024: €2.9m).
For more information on our total tax
contribution, see Financial Review on
page 18.
Governance targets
Target
Status
Description and progress towards our targets
Complying with tax, data protection, human rights, bribery,
corruption and other related rules and regulations in the
countries the Group operates
Achieved
During 2025, BCG complied with all tax, data protection, human rights,
bribery, corruption and other related rules and regulations in the countries
the Group operates.
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
35
Sustainability Accounting Standards Board (SASB)
Disclosure Topics & Accounting Metrics
SASB standards enable businesses around the world to identify, manage and communicate financially material sustainability information
to their investors. The SASB standards are industry specific and identify the minimum set of financially material sustainability topics
and their associated metrics for the typical company in an industry. SASB assigns BCG to the Internet & Media Services sector and the
following disclosure sets out our progress according to the SASB standard for that sector.
The table below summarises the recommended SASB disclosures. Where we have provided the information, the location in the Annual
Report is indicated below.
Accounting metric
Location
Environmental footprint of hardware infrastructure
Total energy consumed
Percentage grid electricity
Percentage renewable
Total water consumed
Discussion of the integration of environmental
considerations into strategic planning for data centre
needs
Total energy consumed, percentage grid electricity and
percentage renewable are disclosed in the TCFD Report on
page 28.
Water usage disclosed in TCFD Report on page 28.
We have raised a goal to move to 100% renewable electricity by
2030 including our data centres. Please see the TCFD Report
on page 28.
Data privacy, advertising standards and freedom of expression
Description of policies and practices relating to
behavioural advertising and user privacy
Total amount of monetary losses as a result of legal
proceedings associated with user privacy
Information on data security and data privacy can be found on
page 33 of the Sustainability Report.
In 2025 we had no monetary losses as a result of legal
proceedings associated with user privacy.
Data security
Number of data breaches
Description of approach to identifying and addressing
data security risks
We report qualifying incidents to the relevant national
regulators and impacted individuals, where we are legally
required to do so and within the mandated timeframes. If
regulators find any faults with our data breach management or
data security practices, sanctions may be imposed. No such
sanctions were imposed in 2025.
Information on data security can be found in the Sustainability
Report on page 33 and Principal risks and uncertainties
section on page 39.
Employee recruitment, inclusion and performance
Employee engagement as a percentage
Gender and ethnic group representation
Information on employee engagement, gender diversity and
ethnicity can be found in the Sustainability Report on pages 29
to 31.
Intellectual property protection and competitive behaviour
Total amount of monetary losses as a result of legal
proceedings associated with anti competitive behaviour
regulations
In 2025 we had no monetary losses as a result of legal
proceedings associated with anti competitive behaviour
regulations.
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
36
Non-Financial and Sustainability Information Statement
The following table sets out where stakeholders can find relevant non-financial information within this Annual Report, further to the
Financial Reporting Directive requirements contained in Sections 414CA and 414CB of the Companies Act 2006. Where possible, it also
states where additional information can be found that supports these requirements
Policies and standards which govern our approach
Annual Report and Accounts section reference
Page
Environmental matters, including the impact of the business on the environment and climate related disclosures
Code of Conduct
Business Partner Code of Conduct
Sustainability Report
TCFD Report
Principal risks and uncertainties
Engagement with our stakeholders
22
24
38
46
Employees
Whistle-Blowing Policy
Disciplinary Rules and Procedures Policy
Code of Conduct
Confidential Information Policy
AI Policy
Sustainability Report
Engagement with our stakeholders
Directors’ Remuneration Report
22
46
60
Social and community matters
Modern Slavery Statement
Board Diversity Policy
Sustainability Report
Engagement with our stakeholders
22
46
Respect for human rights
Modern Slavery Statement
Privacy Policy
Document Retention Policy
GDPR Policy
Code of Conduct
Business Partner Code of Conduct
Sustainability Report
Engagement with our stakeholders
22
46
Anti-bribery and corruption
Anti-Bribery and Corruption Policy
Gifts and Entertainment Policy
Sustainability Report
Board Leadership and Company Purpose
Audit Committee Report
22
46
56
Business model
N/A
Our Business at a Glance
10
Principal risks and uncertainties
Risk Register
Disaster Recovery Policy
Principal risks and uncertainties
38
Non-financial KPIs
Strategic Highlights
Our Business at a Glance
Sustainability Report
1
10
22
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
37
Section 172(1) Statement
“Promoting the success of the
Company for the benefit of all its
stakeholders.”
In order to promote the success of
the Company for the benefit of all its
stakeholders,
the
Directors
confirm
that they have acted with the long-term
success of the Company in mind for the
benefit of shareholders, in accordance with
the Companies Act 2006 Section 172(1)
(a) to (f). The Board of Baltic Classifieds
Group PLC acknowledges all legal duties
specifically S171 to S177 Companies Act
2006. The Board primarily engages with
employees and shareholders, but also
stays informed about other stakeholders'
issues
through
Executive
Directors,
reports from Senior Management, and
external advisors.
Pages 46 to 48 outline the ways in which
we have engaged with key stakeholders
and focuses on the following key areas:
Who the key stakeholders are and the
issues that matter the most to each
stakeholder group
How the Board engages with and has
oversight of those stakeholder groups
Board
priorities,
key
actions
and
principal decisions and how they tie into
Section 172(1) (a) to (f)
The Board views "Principal Decisions"
as decisions that have important long-
term effects and consequences for the
Company and/or its stakeholders. These
decisions are different from the regular,
routine decision-making processes the
Board typically undertakes.
Further information as to how the Board
has had regard to S172(1)(a) to (f) can be
found in the following pages:
Where can you find more in our Annual Report
Page
S172(1)(a) Consequence of any decision in the long-term
Moving our strategy forward
14
Risk Management
38
Board leadership and Company purpose
46
S172(1)(b) Interests of employees
Section 172(1) Statement
37
Engagement with our stakeholders
46
Sustainability report
22
Board leadership and Company purpose
46
Statement of engagement with employees
77
Board activity and culture
46
Board priorities, key actions and principal decisions
48
Non-financial and sustainability information statement
36
S172(1)(c) Fostering business relationships with suppliers, customers and others
Moving our strategy forward
14
Section 172(1) Statement
37
Engagement with our stakeholders
46
Board leadership and Company purpose
46
Statement of engagement with other business relationships
77
Non-financial and sustainability information statement
36
S172(1)(d) Impact of operations on the community and the environment
Moving our strategy forward
14
Section 172(1) Statement
37
Engagement with our stakeholders
46
Board leadership and Company purpose
46
Non-financial and sustainability information statement
36
S172(1)(e) Maintaining high standard of business conduct
Moving our strategy forward
14
Section 172(1) Statement
37
Engagement with our stakeholders
46
Board leadership and Company purpose
46
Non-financial and sustainability information statement
36
S172(1)(f) Acting fairly between members
Section 172(1) Statement
37
Engagement with our stakeholders
46
Division of Responsibilities
49
Baltic Classifieds Group PLC Annual Report and Accounts 2025
38
Political and
macroeconomic situation
Economic conditions (whether due to economic
cycle or supply chain disruption) could lead to a
retraction in the underlying markets, a reduction
in stock, consumer wallets and a reduction
in advertisers’ budgets or appetite to spend,
which all have the potential to reduce revenue.
Economic conditions can also impact the cost
pressures (such as wage growth, price inflation,
interest rates, etc.).
Mitigation
Maintaining a flexible cost base that can
respond to changing conditions
Maintaining a flexible capital allocation
policy, with limited debt
Developments in 2025
Price inflation continued to moderate in 2025,
with consumer prices stabilising. In our core
markets, the speed of sale has slowed further,
positively impacting the Group’s performance by
increasing the number of active advertisements
on our portals.
However, as of January 1st, 2025, the Estonian
Government introduced new vehicle transaction
and ownership taxes. This led to a surge in
transactions during November and December
2024, as dealers and consumers acted ahead
of
the
policy
change.
Following
the
tax
implementation,
the
market
experienced
a
sharper and more prolonged slowdown than
initially anticipated.
Risk Management
Risk management framework
The Company does not have a separate
risk committee and the Board has overall
responsibility for determining the nature
and extent of the principal risks it is willing
to take and for ensuring that risks are
effectively managed across the Group.
The Group operates a cautious attitude to
risk and its risk appetite is low.
The Board performs a robust review and
assessment of the risks, and considers
potential emerging risks. Risks are then
assessed based on their likelihood and
potential impact with the combination
of the two measures defining the overall
score of each risk so they can be rated.
Principal risks and uncertainties
The
Board
has
carried
out
a
robust
assessment of the emerging and principal
risks facing the Group. This included an
assessment of the likelihood and impact
of each risk identified, and the mitigating
actions being taken. The principal risks
and uncertainties identified, along with the
potential impact and key mitigations, are
detailed in this section. We recognise that
the Group is exposed to risks wider than
those listed, however we have disclosed
those that we believe are likely to have the
greatest impact on the Group’s performance
and those that have been the subject of
discussion at Board meetings this year.
Geopolitical risk
Further escalation of geopolitical tensions in the
region, particularly stemming from the ongoing
war in Ukraine, could affect consumer and
investor sentiment in the Baltic countries. This
may result in reduced consumer confidence,
lower spending or investment, disruptions to
supply chains, and volatility in capital markets.
Mitigation
Maintaining a flexible cost base that can
respond to changing conditions
Maintaining a flexible capital allocation
policy, with limited debt and strong balance
sheet
Developments in 2025
Despite continued geopolitical tensions and
uncertainty surrounding the war in Ukraine, the
Group’s portals experienced sustained growth
throughout the year. This resilience underscores
both the strength of our Company and the Baltic
economies
amidst
heightened
geopolitical
uncertainties in the region.
Disruption to our customer
and / or supplier operations
Disruptions to the operations of the Group’s
customers and suppliers in their day-to-day
business may affect the Group's ability to
achieve desired results
Mitigation
Maintaining market leadership in our main
verticals while offering value-added products
and packages
Continuous improvements to our platforms
Enhancing our product offerings to continue
meeting our customers’ needs and adapting
to evolving business models
Maintaining a healthy liquidity headroom
with an unused revolving credit facility of
€10 million as at 30 April 2025, along with
significant headroom against debt covenant
Maintaining diversified revenue streams
Working with well established and reliable
third parties
Having incident management process
Developments in 2025
The
Group
has
further
diversified
its
monetisation channels through acquisition of
Untu in Lithuania and continued to strengthen
its offering during the year.
Risks are all captured and documented in a
Risk Register, identifying the risk category,
the likelihood of the risk occurring, the
impact if it does occur, a specific owner for
each risk, the risk trend and the mitigation
plan for each risk. The CFO is ultimately
responsible for maintaining this register,
with inputs from the CEO, the COO and
other risk owners. The register forms the
basis for monitoring risks and ongoing risk
discussions within the Board. The Board
reviewed the Risk Register in December
2024 and April 2025.
The Company’s internal control framework
is based on a three lines of defence
model. The first line of defence comprises
operational
management,
which
is
responsible for the direct management of
risk. This includes ensuring appropriate
mitigating controls are in place and
that they are operating effectively. The
second line of defence is made up of
the Company’s internal compliance and
oversight functions such as company
secretarial, finance and legal. The third
line of defence includes internal auditors’
reporting to the Audit Committee.
Emerging and principal risks
Emerging risks are defined by the Group
as potential but not actual future risks
that are often difficult to quantify but may
materially affect the Group.
An explanation of how the Company
manages financial risks is also provided
in note 21 to the consolidated financial
statements.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
39
Laws & regulations
The Group is subject to competition and antitrust
laws, which may limit the market power, pricing
or other actions of any portal within the Group.
Companies can be subject to legal action,
investigations and proceedings by national
and supranational competition and antitrust
authorities, as well as claims from clients and
business partners for alleged infringements of
competition and antitrust laws. These actions
could result in fines, other forms of liability
or
damage
to
the
companies'
reputation.
Additionally, such laws and regulations could
limit or prohibit the ability to grow in certain
markets.
Future acquisitions by the Group could be
affected by applicable antitrust laws and may
be unsuccessful if the required approvals from
competition authorities are not obtained.
Mitigation
Having a dedicated internal expertise within
the business, responsible for identifying,
assessing and responding to upcoming
changes in laws and regulations, and the use
of external specialists where necessary
Developments in 2025
In April 2024, Estonian Competition Authority
terminated
excessive
pricing
investigations
against the Group’s Real Estate and Auto portals
in Estonia.
The Group has two open supervisory proceedings
ongoing at Estonian Competition Authority. The
first investigation is regarding the failure to
supply. Since autumn 2022 there are no updates
nor actions in this proceeding. The second,
officially opened in December 2024, relates to
the imposition of conditions to contracts that
clients would not accept otherwise and client
discrimination.
The proceeding cannot lead to imposition
of fines to any Group company, however, a
precept ordering the Group companies to end
any ongoing infringements could be imposed
or the Estonian Competition Authority could
potentially initiate misdemeanour proceedings
that would entitle the imposition of a fine of up
to €400 thousand per case. See note 25 to the
consolidated financial statements for further
detail.
In February 2024 the Estonian Parliament
initiated the legislative process to adopt the
new draft law of the Law on Competition
implementing the ECN+ Directive ((EU) 2019/1).
The draft law has passed its first reading at
the Estonian Parliament and is still further to
parliamentary discussions. It is expected that
the Law shall be adopted by autumn 2025. If
proceedings against Allepal are still ongoing on
the date of the act taking force, the Competition
Authority could have the power to impose a
fine of 10% of the whole Group's turnover under
the new law (should the Competition Authority
determine that any incompliant practice is
ongoing).
Acquisition risk
The
Group
might
make
an
unsuccessful
acquisition or face challenges in integrating an
acquisition, which could lead to reduced profits
and impairment charge.
Mitigation
Acquisitions are focused on businesses,
operating in sectors where the Group has or
can develop a competitive advantage and
that offer good growth opportunities
Conducting
detailed
pre-acquisition
due
diligence by in-house personnel and external
advisers
Retaining and motivating key personnel post
acquisition
Developments in 2025
The
Board
regularly
considers
potential
opportunities.
During
the
year,
the
Group
acquired Untu, property valuation and real estate
broker intermediation portal in Lithuania.
Technology
Cyber-attacks.
The Group is at greater risk
from cyber threats due to its large scale
and prominence. As the business is entirely
dependent on information technology to provide
its
services,
successful
attacks
have
the
potential to directly impact revenue.
Major data breach.
A cyber-attack or internal
failure, resulting in disabling of platforms or
systems, or a major data breach, could adversely
impact the Group’s reputation, erode trust and
lead to a loss of revenue and / or profits. Data
breaches, a common form of cyber-attack, can
have a significant negative business impact and
often arise from insufficiently protected data.
Disruption
to
availability
of
services.
The
availability and reliability of services for the
Group’s customers are of paramount importance.
Any downtime or disruption to consumer or
advertiser services can adversely impact the
business through customer complaints, credits,
decreased
consumer
usage,
and
potential
reputational damage.
Therefore,
the
availability
of
third-party
services, such as internet provision and mobile
communication, which are essential for using
the Group’s services, is also crucial.
Mitigation
Ongoing investment in security systems to
ensure our systems remain robust
Continuous monitoring of external threats
Regular testing of the security of IT systems
and platforms, including penetration testing
Disaster recovery plan is in place and is
reviewed and tested regularly
Internal audit reviews
Periodic cyber security training for
employees
Developments in 2025
Having in mind the Geopolitical risk, the risk
trend of cyber-attacks is considered to be
increasing.
During the year, all employees in Lithuania,
where our largest office is located, undertook
cyber security training, whilst the internal audit
team reviewed the implementation of cyber
security internal audit recommendations.
The Group continues to strengthen its systems
and processes, along with increasing awareness
of both cyber security and data protection
across the Group.
Competition
The Group may face new competition in existing
markets or in new areas of activity. Additionally,
changes in technology, including AI, or consumer
behaviour can influence how people search
for cars, real estate, jobs or general products,
potentially leading to a loss of consumer
audience. There is also a risk of new entrants
with innovative business models, such as
offering services for free, impacting the Group’s
audience, content and revenue. Furthermore,
as the Group diversifies into new and adjacent
markets, the competitive landscape widens.
Mitigation
Investment into customer experience and
platform convenience
Development of cross-linkages between
Group's horizontal and vertical platforms
Development of our offering to provide
value-for-money and differentiated services
to advertisers
Continuous product innovation and
investment in AI-driven features
Developments in 2025
The
Group
maintained
strong
leadership
positions across leading portals, with continued
growth in advertiser numbers. AI-based features
were launched across selected portals, helping
maintain competitive advantage.
Key:
Stable risk trend
Decreasing risk trend
Increasing risk trend
Climate change
From a long-term perspective, the Group is
subject to physical climate risks, directly related
to climate change, and transitional climate risks,
which may arise due to transitioning to a lower-
carbon economy. Increased severity of extreme
weather events due to accelerating global
warming may result in disruption to provision of
services from our service providers, affect the
availability of websites and change commercial
customers’ behaviour.
New regulations relating to the reduction of
carbon emissions and increasing climate change
awareness may affect the Group’s operations
and the volume of listings and encourage us to
adapt our business to the new regulations and
changing market tendencies.
Mitigation
The Group is committed to contributing
to the climate change cause by being
environmentally responsible, reducing carbon
emissions, shifting to renewable energy and
offsetting carbon emissions
We are taking actions to adapt to the
increasing climate change awareness and
are ready to adapt if new environmental
regulations arise: adopt the platforms for
eco-friendly products, introduce necessary
filters, educate visitors, enrich ad data with
environmental impact related information
Developments in 2025
In 2025, we achieved a 30% reduction in
emissions
from
our
own
operations.
This
included a 37% decrease in Scope 1 emissions,
primarily due to the downsizing of our vehicle
fleet, and an 11% reduction in market-based
Scope 2 emissions, resulting from our transition
to a more energy-efficient office space in Tartu.
Risk Management
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
40
Viability Statement
Based on the going concern assessment
discussed in note 2 of the financial
statements,
the
Directors
have
a
reasonable expectation that the Group
has adequate resources to continue in
operational existence for the 12 months
from the date of approval of the financial
statements. For this reason, we continue
to adopt the going concern basis in
preparing the financial statements.
As
required
by
the
UK
Corporate
Governance
Code
2018
(the
“Code”),
the Directors have assessed the long-
term viability of the Group over a period
significantly longer than 12 months from
the approval of these financial statements.
The Directors have assessed the Group’s
prospects considering its current financial
position, its recent historical financial
performance
and
the
principal
and
emerging risks and uncertainties on pages
38 to 39.
The Directors have determined that a
period of five years to April 2030 allows
consideration of the longer-term viability
of the Group and reflects reasonable
expectations in terms of the reliability and
accuracy of operational forecasts. This
process includes an annual review of the
ongoing plan, led by the Group Executive
directors in conjunction with the Group
Portal Managers. The latest updates to
the plan were finalised in May 2025. The
base case financial projections start with
the Group’s 2025 budget and look ahead
over the assessment period to include
an expected level of growth. The Group’s
funding position is also considered, with
focus on the ongoing compliance with
the covenants attached to the Group’s
external debt.
The strategic plan has been subject to
robust downside stress testing which
involved flexing several main assumptions
underlying the plan to assess the impact
of
severe
but
plausible
scenarios.
Analysis was performed to evaluate the
potential financial impact over the period
of the Group’s principal risks occurring,
including:
the impact of any major data breach as
a result of a cyber-attack on revenue
and consumer confidence;
adverse
changes
to
the
business
environment
including
due
to
competition
or
disruption
to
our
customer and / or supplier operations;
and
a continuing geopolitical tension in the
neighbouring countries.
Specific
scenarios
that
have
been
modelled include downside scenarios in
relation to:
growth of revenues: either limited or flat
growth rate; and
effect on operating costs: data breach
related
fines,
increased
marketing
costs.
A
plausible
combination
of
these
scenarios was also assessed.
The objective of the scenario modelling
was to project cash flows generated by the
Group to ensure the Group remains cash
positive during the assessment period
and to project a total leverage ratio to
make sure a healthy covenant headroom
is maintained during this period. It was
taken into account that the Group’s term
loan of €25 million is due in July 2026 and
the Group has access to a revolving credit
facility that amounts to €10 million which
is available until July 2026. Even after
repayment of external debt in all scenarios
tested, the Group remained cash positive
and with a significant covenant headroom
over the loan period.
Other factors providing comfort to the
Directors about the Group’s long-term
viability in the face of adverse economic
conditions include that the Group has
high
margins,
significant
free
cash
flow generation and an ability to adjust
the discretionary dividend to enhance
liquidity. Therefore the Directors have a
reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities as they fall due over the
period of the assessment.
The Company’s Strategic Report, set out
on pages 1 to 40, was approved by the
Board on 2 July 2025 and signed on its
behalf by:
Justinas Šimkus
Chief Executive Officer
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
41
GOVERNANCE REPORT
Corporate Governance Report
We recognise that good
governance encourages
progress, allowing our Group
to grow and develop whilst
ensuring our Company Purpose
is at the heart of all decision
making
Trevor Mather
Chair
Letter from the Chair of the Board Trevor Mather
Dear Shareholder
On behalf of the Board, I am pleased to
present the Group’s Corporate Governance
Report.
This
Corporate
Governance
Report
explains the key features of the Group’s
governance
framework
and
how
it
complies with the Financial Reporting
Council’s UK Corporate Governance Code
2018 (the “Code”).
The
success
of
any
business
is
undisputedly linked to its people and
culture. At our Company, we take pride
in our motto, "we love transactions,"
and this is evident across our Group.
Our Board takes pride in the standard
of our governance framework which is
appropriate for a Company of our size
and status. We recognise that good
governance supports progress, allowing
our Group to grow and develop whilst
ensuring our Company Purpose is at the
heart of all decision making.
Strategy and stakeholder engagement
The long-term sustainable success of
our business is inextricably linked to
how well we know and understand our
stakeholders. During the year, we were
delighted to repeat the success of last
year with our USA investor roadshow. It
was an invaluable experience for two of
our Board members to meet some of our
stakeholders in person, to answer their
questions and to really get to understand
their
interests
in
our
organisation.
Establishing these core relationships is
important to us.
As a multinational Company, the Board
recognises the importance of meeting
and
engaging
with
employees
from
all
operating
countries.
The
Board
consciously held board meetings in Tallinn,
Vilnius and Riga to create engagement
opportunities. We are pleased that our
employee survey showed that satisfaction
and engagement is high, and we will look
to ensure that this continues.
For more on our s172(1) Statement
and stakeholder engagement see
pages 37 and 46 to 48.
Board governance
We are pleased to report that on 11 June
2024, the Board approved the appointment
of
Rūta
Armonė
as
an
additional
Independent
Non-Executive
Director.
Rūta brings extensive legal, regulatory,
governance
and
M&A
experience
to
the Group. With this appointment, the
Company now meets the minimum target
as set out in UK Listing Rule 6.6.6R(9) of at
least 40% of the Board being women.
In July 2024, the Nomination Committee
recommended to the Board that Tom
Hall continue to serve as a Non-Executive
Director, notwithstanding the end of the
Relationship Agreement with Apax in July.
In
January
2025,
the
Board
gave
significant thought to the status of Tom’s
independence and considered that on
the basis that Apax was no longer a
shareholder of the Company; and that Tom
was no longer employed by Apax, that he
could be viewed as an Independent Non-
Executive Director. We welcome Tom’s
continued contribution and value his skills
and experience to the composition of the
Board.
The Group continues to place diversity
and inclusion as a key criteria for Board
appointments and maintains that diversity
is to be considered through a Baltic region
lens, unlike most other companies listed
on the London Stock Exchange.
In accordance with the Code, we undertook
an internal board performance review
during the year to ensure that the Board
and its Committees perform effectively.
For more on the internal Board review
see pages 54 to 55.
Future outlook
The Board recognises the importance of
a strong governance framework to drive
the long-term success of our business.
We are committed to establishing and
maintaining our policies and practices
to ensure that our governance evolves
alongside our business. To achieve this,
we review and monitor our governance
practices annually.
2025 Annual General Meeting
Our 2025 Annual General Meeting (“AGM”)
will be held at 11:00 am local time on 24
September 2025, at Esperanza, Paunguriai,
Trakai District, Vilnius County 21282,
Lithuania. Myself and other Directors will
join the meeting, either in person or virtually.
We strongly encourage all shareholders to
cast their votes by proxy, and to send any
questions in respect of AGM business to
cosec@balticclassifieds.com.
Trevor Mather
Chair
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
42
Board of Directors
The Directors have skills and experience relevant to the sector in which the Group operates in order to effectively set the strategic
direction and purpose of the Group.
Senior Management
In addition to the three Executive Directors, the Senior Management is made up of the following individuals:
The matrix on the right details some of the key skills and
experience that the Board has identified as valuable to
the effective oversight of the Group and execution of its
strategy:
Combination of skills and experience as
identified by the Board
Figures on the right taken as at 30 April 2025
Knowledge of operating classifieds businesses
M&A
Digital business (incl. operations and people)
Finance
Technology (incl. cyber security)
Listed company experience (incl. ESG)
8/9
8/9
7/9
5/9
2/9
9/9
Corporate Governance Report
continued
Artūras Mizeras
Development Director
and Portal Manager of
Aruodas.lt.
(Dovilė Ramoškaitė was
Aruodas.lt Portal Manager
until October 2024)
Marius Iziumcevas
Project Manager of
Autoistorija.lt and
Vininfo.ee
Dovilė Lukavičiūtė
Portal Manager
of Autoplius.lt
Justinas Šimkus
Chief Executive Officer
Appointed:
2021
Nationality:
Lithuanian
Independent:
No
Experience:
Justinas joined
the Group in 2005 as CEO of
Diginet LTU. Justinas holds
a BSc in Management and
Business Administration from
Vilnius University and an MSc
in International Business
from Vilnius University.
Key external appointments:
Justinas holds directorships
in the following companies:
UAB EIKA Real Estate Fund;
UAB EIKA Development Fund;
and UAB EIKA Residential
Fund.
Lina Mačienė
Chief Financial Officer
Appointed:
2021
Nationality:
Lithuanian
Independent:
No
Experience:
Lina joined the
Group in 2017 as CFO. Prior
to that, she worked at PwC
in the audit and assurance
services department from
2010 to 2017. Lina holds
a BSc in Economics from
Kaunas University of
Technology and an MSc in
Management and Business
Administration from ISM
University of Management
and Economics.
Key external appointments:
None
Simonas Orkinas
Chief Operating Officer
Appointed:
2021
Nationality:
Lithuanian
Independent:
No
Experience:
Simonas joined
the Group in 2007 as Skelbiu.lt
Portal Manager, in 2009 was
appointed COO of the Group
and was appointed CEO of
Diginet LTU in 2019. Simonas
holds a BSc in Business
Management from Vilnius
University.
Key external appointments:
None
Trevor Mather
Chair
Appointed:
2021
Nationality:
British
Independent:
On appointment
Experience:
Trevor was Chief
Executive of Autotrader from
2013 until 2020. Previously,
Trevor was President and
CEO of ThoughtWorks,
a global IT and software
consulting company. Before
his time at ThoughtWorks,
Trevor spent almost 10 years
at Andersen Consulting (now
Accenture). He is currently
Chair of PropertyGuru in
Singapore. Trevor holds
an M.Eng. in Aeronautics
and Astronautics from
Southampton University.
Key external appointments:
Trevor is a Chair at
PropertyGuru and holds
directorships in the following
companies: Mather Property
Limited; Mather Consultancy
Services Limited; Mather
Family Charitable Trust; and
Wind HoldCo (Guernsey)
Limited.
N
Ed Williams
Senior Independent Non-
Executive Director
Appointed:
2021
Nationality:
British
Independent:
Yes
Experience:
Ed joined
the Group in 2021 as an
Independent Non-Executive
Director. He is currently Chair
of Trade Me in New Zealand
and a Non-Executive Director
of PropertyGuru in Singapore.
Ed was appointed Chair
of Auto Trader prior to its
flotation on the London Stock
Exchange in 2015, serving in
that capacity until 2023. He
served as an independent
director of idealista, the
privately owned Spanish
property portal from 2015 to
2020. Ed was founding Chief
Executive of Rightmove,
serving in that capacity from
2000 until his retirement from
the business in 2013.
Key external appointments:
Chair of Trade Me and
Non-Executive Director of
PropertyGuru.
N
R
A
Tarvo Teslon
Portal Manager
of KV.ee and
KuldneBörs.ee
Karin Noppel-Kokerov
Portal Manager
of City24.ee
Daniel Skornjakov
Portal Manager
of Auto24.ee
Baltic Classifieds Group PLC Annual Report and Accounts 2025
43
GOVERNANCE REPORT
Živilė Koncevičienė
Portal Manager of
CVbankas.lt
(Tomas Toleikis was Portal
Manager of CVBankas.lt until 1
April 2025)
Gvidas Borisas
Portal Manager of
Kainos.lt and
Paslaugos.lt
Dovydas Mačiulis
Portal Manager of
Skelbiu.lt
(Simonas Orkinas was Portal
Manager of Skelbiu.lt until 24
March 2025)
Corporate Governance Report
continued
For more information on the Senior Management team refer to the website
www.balticclassifieds.com
Maksis Karlins
Portal Manager
of City24.lv
Jurijs Fridkins
Portal Manager
of GetaPro.lv and
GetaPro.ee
Kristiana Põld
Portal Manager
of Osta.ee
Committee membership key:
Committee Chair
Remuneration Committee
R
N
Nomination Committee
Audit Committee
A
Kristel Volver
Non-Executive Director
Appointed:
2021
Nationality:
Estonian
Independent:
Yes
Experience:
Kristel joined
the Group in 2021 as an
Independent Non-Executive
Director. Since 2019, she
has been a board member of
MM Grupp and is currently a
member of the supervisory
boards of Postimees Grupp,
Magnum, Apollo Group,
Confido Healthcare Group and
others. Kristel worked in the
audit department at KPMG
from 2012 to 2015, was
deputy head of Group Finance
Estonia for Nordea from
2015 to 2017 and from 2017
to 2019 Group CFO for Eesti
Meedia (Postimees Grupp).
She holds a BSc and MSc in
Finance from the University of
Tartu and has been a certified
auditor since 2016.
Key external appointments:
Kristel is a board member
of MM Grupp OÜ, Muffin
Investments OÜ, Business
Shark OÜ and MM Pharma
OÜ. She is also a member
of the supervisory boards
of Postimees Grupp AS,
Magnum AS, Apollo Group
OÜ, AS Kroonpress, TVNET
Latvia, Semetron AS, Beinita
Kodu AS, Leta SIA, Balti
Meediamonitooringu Grupp
OÜ, Linnamäe Lihatööstus AS,
Skeleton Technologies Group
OÜ, Confido Healthcare Group,
Confido Arstikeskus AS, Tooly
OÜ, Kodally OÜ, Duo Media
Networks OÜ, Frankenburg
Technologies OÜ, Poco
Experience OÜ, Rohepööre
OÜ, LRMA 20 OÜ and Lido AS.
N
R
A
Jurgita Kirvaitienė
Non-Executive Director
Appointed:
2022
Nationality:
Lithuanian
Independent:
Yes
Experience:
Jurgita joined
the Group in 2022 as an
Independent Non-Executive
Director. Jurgita previously
spent 18 years at PwC where
she became a Director and a
member of the Management
Board in Lithuania. She
later held senior roles in a
FinTech startup and was
a member of the Audit
Committee at Maxima Grupe.
Jurgita has experience in
internal audit of FinTech
companies and currently is
a statutory auditor at BDO.
Jurgita has a BSc in Business
Administration and an MSc in
International Business from
Vilnius University, completed
an International EMBA at the
Baltic Management Institute,
is a fellow member of ACCA,
is a Certified Internal Auditor,
has been a certified statutory
auditor since 2003 and was
President of the Lithuanian
Chamber of Auditors (2010
to 2014).
Key external appointments:
Statutory auditor at BDO
Auditas ir Apskaita, UAB.
Rūta Armonė
Non-Executive Director
Appointed: 11 June 2024
Nationality:
Lithuanian
Independent:
Yes
Experience:
Rūta joined
the Group in 2024 as an
Independent Non-Executive
Director. She is experienced
in corporate, M&A, and
securities law and is a
partner and co-chair of the
Corporate and M&A practice
at the law firm Ellex Valiunas.
Rūta actively participates
in working groups and
associations aimed at
enhancing the legal and
tax environment to support
high-growth tech companies.
She holds an LLM from the
Institute for Law and Finance
(Goethe University Frankfurt)
and an International EMBA
from the Baltic Management
Institute.
Key external appointments:
Partner, Co-Head of Corporate
and M&A practice at Ellex
Valiūnas
N
R
A
N
R
A
Tom Hall
Non-Executive Director
Appointed:
2021
Nationality:
British
Independent:
Yes
Experience:
Tom joined the
Group in 2019. He led the
Internet/Consumer team in
Europe for Apax, where he
worked for over 20 years,
retiring at the end of 2024.
He has led many of Apax’s
marketplace investments,
including AutoTrader,
idealista and SouFun.
Currently Tom chairs the
Remuneration Committee
at NEXT plc and serves on
the Supervisory Board of
Wehkamp.
Key external appointments:
Tom is a non-executive
director at NEXT plc and
holds directorships at
the following companies:
Wehkamp Management
Pooling Company B.V.,
Wehkamp Retail Group
Holding B.V., Stichting
Administratiekantoor Co-
Investment STAK, Stichting
Administratiekantoor Sweet
Equity STAK.
N
R
A
Baltic Classifieds Group PLC Annual Report and Accounts 2025
44
Corporate Governance Statement 2025
This Corporate Governance Statement
as required by the UK Financial Conduct
Authority’s
Disclosure
Guidance
and
Transparency
Rules
7.2
(“DTR
7.2”),
together with the rest of the Corporate
Governance Report and the Committee
Reports, forms part of the Directors’ Report
and has been prepared in accordance with
the principles of the Financial Reporting
Council’s UK Corporate Governance Code
2018 (the “Code”).
A copy of the Code can be found on the
Financial Reporting Council’s website:
www.frc.org.uk.
The Company has reviewed and prepared
for the changes under the revised UK
Corporate Governance Code 2024 which
it will report on for the year ending 2026.
This preparation has included updating
Committee Terms of Reference and the
Schedule of Matters Reserved for the
Board, as well as revisiting internal controls
monitoring mechanisms.
The Company has applied the principles of the Code and has complied with the Principles and Provisions of the Code during the financial
year, except for as outlined below:
Code Principle
and Provision
Area
Explanation
Provision 11
At least half the
board, excluding
the chair, should
be non-executive
directors whom the
board considers to
be independent
On 11 June 2024, the Board approved the appointment of Rūta Armonė as a new Independent
Non-Executive Director. From that point, excluding the Chair, 50% of the Board was
independent.
Following the decision by the Board on 23 January 2025, to consider Tom Hall as
independent, the Company has one Chair, five Independent Non-Executive Directors and three
Executive Directors. Excluding the Chair, 62.5% of the Board is independent and the Company
is therefore compliant with Provision 11
The FCA UK Listing Rule 6.6.6(9)(a) requires companies to provide a statement as to whether it meets the following targets as at 30
April 2025:
Target
Comply or Explain
At least 40% of the board should be women
The Board has 44.4% female representation.
At least one of the senior board positions (Chair, Chief
Executive Officer (CEO), Chief Financial Officer (CFO) or Senior
Independent Director (SID)) should be a woman
The Group is pleased to have a female CFO, Lina Mačienė.
At least one member of the board should be from a minority
ethnic background
The Board does not have any Board members from a minority
ethnic background.
Additional requirements under the DTR 7.2
are covered in greater detail throughout
the Annual Report and Accounts for which
we provide reference as follows:
Information on the Group’s risk
management and internal controls can
be found on pages 38 to 39.
Information with regards to share
capital is presented in the Directors’
Report from page 76.
Information on Board and Committee
composition can be found on pages
42 to 43.
Information on Board diversity
including the Board Diversity Policy
can be found on pages 53 to 54.
Please see Diversity and inclusion progress during the year
on page 29 and Inclusion and diversity in the Nomination
Committee Report on pages 53 to 54.
The Company’s obligation is to state
whether it has complied with the relevant
principles and provisions of the Code, or to
explain why it has not done so up to the
date of this Annual Report and Accounts.
Corporate Governance Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
45
GOVERNANCE REPORT
Code Principle
Description
Section
Page
Board Leadership and Company Purpose
A
Effective Board
Effective Board
Nomination Committee Report: Board and Committee performance review
46
54
B
Purpose, strategy, values and culture
Strategic Report:
Our Business at a Glance
Moving our Strategy Forward
S172(1) Statement
Purpose, strategy, values and culture
Board activity and culture
10
14
37
46
46
C
Prudent and effective controls and Board resources
Prudent and effective controls and Board resources
Nomination Committee Report
Governance Report: Leadership structure
46
52
49
D
Stakeholder engagement
Strategic Report: S172(1) Statement
Stakeholder engagement
Understanding our stakeholders
Board priorities, key actions and principal decisions
37
46
46
48
E
Workforce policies and practices
Non-financial Information and Sustainability Statement
Strategic Report: Sustainability Report
36
22
Division of Responsibilities
F
Board roles
Governance Report: Board of Directors
Board roles and responsibilities
Leadership structure
Board and committee meetings and attendance
Directors' Report
42
49
49
50
74
G
Independence
Independence
50
H
External commitments
External commitments
50
I
Board efficiency
Nomination Committee Report
52
Board Composition, Succession and Evaluation
J
Appointments to the Board
Governance Report: Board of Directors
Appointments to the Board
Board tenure
Board training and professional development
Annual General Meeting and Director re-election
Directors' Report
Nomination Committee Report
42
51
51
51
51
74
52
K
Board composition
Board Composition, Succession and Evaluation
Nomination Committee Report
51
52
L
Annual Board evaluation
Nomination Committee Report
52
Audit, Risk and Internal Control
M
Effectiveness of external auditor and internal audit
and integrity of accounts
Audit Committee Report
56
N
Fair, balanced and understandable assessment of
Company’s prospects
Audit Committee report: Going concern and Viability Statement
Directors' Report: Statement of Directors’ responsibilities in respect of the
Annual Report and Accounts
57
77
O
Internal financial controls and risk management
Strategic Report: Risk management framework
Strategic Report: Principal risks and uncertainties
Audit Committee Report
38
38
56
Remuneration
P
Linking remuneration with purpose and strategy
Remuneration Committee
60
Q
A formal and transparent procedure for developing
policies
Remuneration Committee
60
R
Independent judgement and discretion
Remuneration Committee
60
Throughout this Corporate Governance Report, we explain how we comply with the Principles and Provisions of the Code:
Corporate Governance Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
46
Board Leadership and Company Purpose
Effective Board
The Board understands that a successful
company is led by an effective and
entrepreneurial
board,
whose
role
is
to promote the long-term sustainable
success of the Company, generating value
for shareholders and contributing to wider
society. Entrepreneurs, Justinas Šimkus
(CEO) and Simonas Orkinas (COO) and
their long-standing team, have spent over
10 years building a collection of market-
leading businesses and strong brands.
Composed of industry experts, the Board
consists of both Executive and Non-
Executive
Directors
whose
extensive
industry
experience
and
knowledge
complement each other. Each Director
operates with respect for others and has
a clear vision of the Company's purpose.
Most Board members are also investors in
the Company, therefore promoting success
is in their best interest.
During the year, the Board undertook
an internal Board effectiveness review.
This concluded that the Board is working
effectively and there was a desire amongst
Board members to build on their knowledge
and skillsets through additional training
in discrete topic areas, such as ESG and
capital allocation.
For more on the internal Board
effectiveness review, see the
Nomination Committee report on pages
54 to 55.
Purpose, strategy, values and
culture
The
Group
has
a
culture
that
is
entrepreneurial,
team-focused,
and
ambitious,
firmly
rooted
in
principles
of equality and inclusivity. The Board
acknowledges the importance of this
culture in the success of the business
and is confident that it aligns with the
Company's purpose, values, and strategy.
In fact, the Board considers this to be the
Company's "super-power". The Board is
responsible for establishing the Group's
strategy and defining its purpose, which is
to connect consumers with advertisers and
facilitate easier transactions for them.
Board activity and culture
The Board actively assesses and monitors
the culture of the Company.
The table on the top right summarises
some of the Board activity and how it links
to the culture of the organisation.
For more information on Board activity,
stakeholders and our Section 172(1)
Statement, see page 37.
Prudent and effective controls
and Board resources
The
Board
provides
leadership
within
a framework of prudent and effective
controls. It has clear roles and divisions
of responsibilities. The framework, along
with
its
Committees,
outlines
duties,
responsibilities,
lines
of
accountability,
Board activity
Link to culture
Review the results of the
employee engagement survey
To gain a deeper understanding of employees’ perspectives and
learn more about what matters the most to them.
Board meetings held in Estonia,
Latvia and Lithuania, as well as
via video conference
To provide opportunity for the Board to engage with employees
from across the different countries and offices.
Chair and NED engagement
sessions with employees
The Chair and NEDs attend bi-annual in-person employee
engagement sessions on a rotating basis throughout the year,
answering questions posed by employees.
CEO, CFO and COO directly
responsible for workforce issues
The Executive Directors work alongside the workforce and have
direct responsibility for workforce issues. This role establishes a
direct connection between employees and the Board, emphasising
that our Company culture is set from the top.
Monitor and discuss employee
matters including recruitment,
retention, well-being and diversity
Enables the Board to gauge Company culture and identify areas
where improvements can be made.
Oversee employee remuneration
and rewards
Discussions at Board and Remuneration Committee level, enable
assessment and oversight to ensure that employee remuneration
and rewards support employee motivation.
Set purpose and values
Working with the team to build a collection of market-leading
businesses and strong brands. The digital marketplaces we
operate promote trust, fairness and efficiency.
Support and maintain an open
culture
The Board supports an open culture. BCG has a dynamic and
motivated team that enjoys working together and having fun. This
collaboration and camaraderie is our “super-power”.
Oversee the strategy of each of
the four vertical business areas
This gives the Board a chance to engage directly with Portal
Managers and understand the issues important to them; including
their individual business areas, markets, customer and employee
needs. This promotes knowledge sharing, improves motivation
and supports team building.
Approve Modern Slavery
Statement and monitor the
Gender Pay Gap
Enables the assessment of the broader culture of the Group and
its relationships with suppliers and employees.
Corporate Governance Report
continued
and
oversight.
These
controls
ensure
decision-making
happens
in
a
timely
manner at the appropriate level. The Board
continuously monitors the framework to
ensure it aligns with the business needs.
The Board supports Senior Management
in
implementing
strategic
priorities,
while providing oversight and creative
challenges.
Stakeholder engagement
The Board recognises the importance of
understanding the Company’s different
stakeholder
groups.
By
understanding
them, the Board can ensure that they
are represented both at the Board level
and
throughout
the
workforce.
The
Executive Directors analyse the Company
stakeholders annually.
Our stakeholders are:
Investors:
Allow us to strive to be the best
for all our stakeholder groups
Consumers and advertisers:
Are at the
heart of our purpose
People:
We all work together to ensure the
long-term success of our business
Suppliers:
We
view
our
suppliers
as
partners who help us deliver our purpose
Regulatory bodies:
We prioritise ensuring
that we meet all regulatory requirements
Environment and Community:
We think
about the future and what condition we
leave the Earth in for future generations
Engagement with our
stakeholders
The table on the next page summarises the
Group’s key stakeholders and highlights
what issues matter the most to them
and how the Board engages with them.
The Board recognises that this has been
a period of stability and there have been
no new challenges or difficulties with any
stakeholder group.
The table on the next page, which should be
read in conjunction with the Section 172(1)
Statement on page 37, the Statement of
Engagement with Employees on page
77 and the Statement of Engagement
with Other Business Relationships on
page 77, summarises the key stakeholder
groups and matters that are of the most
importance to them.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
47
GOVERNANCE REPORT
Corporate Governance Report
continued
What matters to our Investors
Business operations
Sustainable, profitable growth runway
Returns on investment
Dividend and capital policies
Share price
Risks to the business
Risk management
Transparency
Responsible business (demonstrated
through Environmental, Social and Corporate
Governance)
Values and culture of the Company
Internal and external audit processes
Board oversight and engagement mechanisms
Post results meetings with investors and USA
investor roadshow
Third party organised conferences with
existing and potential investors through the
year
Covering broker organised fireside chats
Ad-hoc requested meetings
RNS newswires
Annual Report and Accounts
Analyst consensus
Relevant updates on corporate website
Annual General Meeting
Electronic communications to shareholders
Views of voting agencies
Shareholder expectations summaries
Investors
What matters to our consumers (C) and
advertisers (A)
Market reach (A)
Breadth of network
Functionality and intuition of sites
Reputation
Pragmatism
Customer service
Training on new functionalities (A)
Credibility of sellers (C)
Measures to protect customers
Data protection
Prices (primary effect on advertisers and a
secondary on consumers)
Board oversight and engagement mechanisms
Access to Portal Managers
Portal Managers engage with Executive
Directors daily
Portal Managers feed customer relationship
information back to the Board
Portal Managers rotate attending Board
meetings
The Board intentionally drive strategy and
decision-making to improve the customer
experience
C2C and B2C pricing events. The Board
approved a staggered roll out and
communication strategy for new product
developments to avoid overwhelming or
confusing advertisers
Throughout the year, the Board reviewed the
impact of the C2C and B2C price changes and
how they were affecting advertisers
Informal feedback from customers which is
then fed back to the Board in meetings
Consumers and
Advertisers
What matters to Our People
An inclusive and diverse working environment
Positive culture, team spirit
Opportunities for career and personal
development
Having a voice
A safe and secure workplace
Good pay and benefits
Gender equal pay
Social responsibility and community support
Company strategy
Whistle-Blowing Policy and procedure for
raising concerns
Good working practices
Modern Slavery Policy
Board oversight and engagement mechanisms
Chair and NEDs sessions with employees
across the different offices, organised to
coincide with Board meetings in Estonia and
Lithuania
Employee engagement questionnaire. The
survey showed that more than 95% (2024:
more than 95%) of employees are proud to
work at BCG and these results were discussed
at the Board
Approval of share option awards to employees
according to the Company’s long-term
incentive plan
Regular and scheduled meetings within
business units where employees can ask
questions of Senior Management; the
feedback from these sessions is fed back to
the Board during vertical strategy sessions
CEO, CFO and COO update at every Board
meeting which includes relevant workforce
updates
Attendance of IT, legal, ESG employees at
Board meetings
Regular social activities
Our People
What matters to our Suppliers
Prompt and accurate payment
Long-term partnerships
Collaboration
Responsible sourcing
Regulatory compliance
The Company's financial performance
Growth prospects
Reputation
Board oversight and engagement mechanisms
Performance reports discussed and
considered at the Board
Continuous development of our supplier
management framework to strengthen our
collaboration with strategic suppliers who are
instrumental in enabling the realisation of our
strategic goals
What matters to our Regulatory bodies
Legal and safe operations in compliance with
relevant regulations
Employee pay and conditions
Waste management and environmentally
sound practices
Consumer protection
Privacy and security
Gender equal pay
Board oversight and engagement mechanisms
Board oversight and approval of filings with
Companies House
The Board receives updates on legal matters
at Board meetings
During the year, the Board undertook
externally-led refresher training on the UK
Market Abuse Regulations (MAR) and also
undertook training on antitrust compliance,
focusing on European competition law case
study and potential risks
Reviews communications with the Financial
Reporting Council (“FRC”)
What matters to our environment and
community
Recognised environmental and societal
standards
Environmental and social issues, including
climate change, carbon emissions, human
rights, waste management, and recycling
Having a positive impact on the community
Environmental and socially responsible
business practices and credentials
Board oversight and engagement mechanisms
ESG working group and regular updates at
Board meetings
Board involvement in the preparation of
the ESG reporting in the Annual Report and
Accounts
Senior Management reports to the Board on
social and environmental concerns arising
within their business units
ESG updates by external auditors and
Company employees
Approval of donations to charitable
organisations
Suppliers
Regulatory bodies
Environment and
Community
Strategic decisions
Investing in a fit-for-purpose,
long-term technology:
We develop all technology in-house and
on a portal-specific basis, allowing an
agile approach while sharing components
and applications across the platforms.
This investment has created a scalable
infrastructure
capable
of
handling
increasing traffic levels.
Focusing on cash generation
with excellent margins:
Our market leadership and strong brand
identity enable low marketing expenditures.
Additionally, our organisational structure
supports shared corporate functions and
minimal capital expenditure.
Talent recruitment
and retention:
We attract and retain a highly skilled and
efficient workforce. Our core HR objective
is
to
recruit
high-potential,
motivated
employees
and
provide
them
with
opportunities for growth and development
Baltic Classifieds Group PLC Annual Report and Accounts 2025
48
Corporate Governance Report
continued
Board priorities
Key actions and principal decisions
Strategy and
operations
B2C and C2C pricing actions
Strategy Day focusing on M&A strategy, value-creating M&A opportunities and risks,
investor feedback and market conditions
Reviewed strategic and operational performance
Reviewed financial performance against budget
Received presentations and updates throughout the year on the geopolitical,
macro environment and regional competition environment, including the impact on
strategy and operations.
Leadership and
employees
Appointed Rūta Armonė as an Independent Non-Executive Director
Reviewed and updated the Board skills, gender and diversity matrix
Enhanced Board member induction programme and developed plans for future
Director development and training
Reviewed Non-Executive Director fees and agreed an increase.
Finance and
Investor
Relations
Approved the 2025 budget and forecast
Reviewed the 2026 budget
Received reports and updates on investor relations activities including the investor
roadshows
Approved the Annual Report and Accounts for the year ending 30 April 2024
Approved the final dividend payment for 2024
Approved the interim dividend payment for 2025
Capital allocation
Reviewed proxy advisor recommendations and investor expectation letters
Risk
management
Reviewed the Risk Register and updated the risk ratings to reflect latest trends and
positions
Oversaw the inclusion of compliance with AI regulations as an element of
compliance risk
Oversaw the review of the effectiveness of the external audit process and the
internal audit function by the Audit Committee
In conjunction with the Audit Committee, reviewed the Group’s internal control and
risk management systems
Reviewed and updated emergency succession plans
Received an update on cyber security related risks
Governance
Carried out an internal Board effectiveness review process and agreed an action
plan based on its findings
Reviewed and approved updates to the Audit, Nomination and Remuneration
Committees’ Terms of Reference and the Matters Reserved for the Board to comply
with the updated UK Corporate Governance Code 2024
Reviewed the Division of Responsibilities
Approved the AGM 2024 resolutions
Received regulatory updates
Approved charitable donations
Undertook Director training and development, in particular Market Abuse
Regulation and Dealing Code refresher, training updates on European competition
law cases and ESG.
ESG
Kept ESG targets under review
Approved the Modern Slavery Statement
Discussed the results of the employee survey and management’s response plan
Received feedback from employees in Vilnius and Tallinn, and recognised
suggested areas for improving communication with Estonia.
Impact of stakeholder engagement on Board priorities and principal decisions
We utilise these engagement channels to receive information from our stakeholders which then feed into our Board priorities and
principle decisions.
The following table lists the Board’s priorities, key actions and principal decisions during the year, acknowledging the different
stakeholder groups affected and aligning the decisions with the S172(1) factors:
The likely consequences of any decision in the
long term
The interests of our employees
The need to foster business relationships with key
stakeholders
The impact of the Group’s operations on the
community and environment
The desirability of maintaining a reputation for
high standards of business conduct
The need to act fairly between members
Links to S172(1) icons:
Stakeholder icons:
Investors
Consumers and
advertisers
Our people
Suppliers
Regulatory
bodies
Environment and
community
A
B
C
D
E
F
A
B
C
D
E
B
A
C
E
A
C
E
C
D
E
F
A
B
C
D
E
Baltic Classifieds Group PLC Annual Report and Accounts 2025
49
GOVERNANCE REPORT
Division of Responsibilities
Board roles and responsibilities
The Board comprises the Chair, the CEO,
the CFO, the COO, a Senior Independent
Non-Executive Director (“SID”) and four
Independent
Non-Executive
Directors
(“NEDs”).
The Board is dedicated to upholding
the
highest
standards
of
corporate
governance.
The Board oversees the
management of the Group and has the
authority to make decisions on behalf of
the Company. The Board entrusts certain
Audit Committee
Assisting the Board in discharging its
financial reporting responsibilities
Overseeing external and internal
audits and controls, including the
review and monitoring of the integrity
of the Group’s annual and interim
financial statements
Reviewing and monitoring the extent
of non-audit work undertaken by
external auditors
Advising on the appointment of
external auditors
Overseeing the Group’s relationship
with its external auditors
Reviewing the effectiveness of the
external audit process
Reviewing the effectiveness of
the Group’s internal audit, internal
controls, whistle-blowing procedures
and fraud prevention systems
Remuneration Committee
Assisting the Board in fulfilling its
responsibilities in relation to Executive
Directors’ remuneration
Making recommendations to the
Board on the Company’s Executive
remuneration policy
Determining the individual
remuneration and benefits packages
for each Executive Director, the Chair
and the Company Secretary)
Nomination Committee
Assisting the Board in discharging
its
responsibilities
relating
to
the
composition and structure of the Board
and its Committees
Identifying
and
recommending
candidates
for
appointment
as
Directors or Committee members, as
required
Ensuring the development of a diverse
and effective talent pipeline
Leadership structure
The Board is responsible for providing
leadership to the Group. The structure
of the Board, its Committees and the
Executive Management provides oversight
whilst demonstrating a balanced approach
to risk, aligned with the Group’s culture.
The Board delegates certain matters to its
three permanent Committees; the Terms
of Reference of which are available on the
Company website. The following shows
the role of each of the Board Committees:
responsibilities
to
Board
Committees
and delegates the execution of approved
matters to the Executive Management for
day-to-day operations of the business.
The Board sets the Group’s purpose,
values and strategy, ensuring they align
with the Company’s culture. It provides
entrepreneurial leadership, promotes long-
term sustainable success and shareholder
value creation, and oversees the Group’s
risk management processes and internal
control environment.
Corporate Governance Report
continued
Board roles
Chair
Leads the Board and is responsible for the overall effectiveness of Board
governance
Sets the Board’s agenda, with emphasis on strategy, performance and value
creation
Ensures good governance
Shapes the culture of the Board, promoting openness and debate
Chief Executive Officer
Develops strategies, plans and objectives for proposing to the Board
Leads the organisation to ensure the delivery of the strategy agreed by the
Board
Chief Financial Officer
Runs the Group on a day-to-day basis and implements the Board’s decisions
Provides strategic financial leadership of the Group and runs the finance
function on a day-to-day basis
Leads investor communication
Chief Operating Officer
Runs the Group on a day-to-day basis and implements the Board’s decisions
Heads the IT Team
Senior Independent Non-Executive Director
Acts as a sounding board for the Chair
Available to shareholders if they require contact, both generally and when the
normal channels of Chair, CEO or CFO are not appropriate
Leads the annual appraisal of the Chair’s performance and the search for a
new Chair, when necessary
Non-Executive Directors
Demonstrate independence and impartiality
Bring experience and special expertise to the Board
Constructively challenge the Executive Directors
Monitor the delivery of the strategy within the risk and control framework set
by the Board
Monitor the integrity and effectiveness of the Group’s financial reporting,
internal controls and risk management systems
Company Secretary
Responsible for advising the Board and assisting the Chair in all corporate
governance matters
Baltic Classifieds Group PLC Annual Report and Accounts 2025
50
Executive Management
The Executive Management, made up of
the three Executive Directors, is responsible
for the day-to-day running of the business,
carrying out and overseeing operational
management
and
implementing
the
strategies the Board has set.
Senior Management
The Senior Management, made up of the
three Executive Directors, the Development
Director and 11 Portal Managers. The
Senior Management meets regularly and no
less than weekly. Portal Managers attend
Board meetings where matters relating to
their respective areas are discussed.
ESG working group
The ESG working group consists of six
members: the three Executive Directors and
three other employees. The Chair, together
with
Non-Executive
Director
Jurgita
Kirvaitienė, serve as sponsors to the ESG
working group and are actively involved in
its activities. The working group met four
times during the year and the key areas of
responsibility are:
Climate change and business impact
Energy management
Emissions monitoring and reporting
Culture and values
Employee engagement and well-being
Talent attraction and retention
Diversity and inclusion
Access and affordability
Local communities
Data security
Customer privacy
Corporate governance and integrity
Board’s role in audit, risk and
internal control
The Board’s objective is to give shareholders
a
fair,
balanced
and
understandable
assessment
of
the
Group’s
position
and prospects for the business model
and strategy, and it has responsibility
for
preparing
the
Annual
Report
and
Accounts. The Board is also responsible for
maintaining adequate accounting records
and seeks to ensure compliance with
statutory and regulatory obligations.
The Board, with the assistance of the
Audit Committee, monitors and oversees
the Group’s risk management process.
At least twice a year, the Board reviews
Corporate Governance Report
continued
and approves the risks identified and the
mitigation plan suggested by the Executive
Management.
Board’s role in remuneration
The Board is conscious that remuneration
policies and practices must be designed
to support strategy and promote the
long-term
sustainable
success
of
the
Group. It delegates responsibility to the
Remuneration Committee to ensure that
there are formal and transparent procedures
for
developing
policy
on
Executive
remuneration and determining Director and
Senior Management remuneration.
Board and Committee meetings
and attendance
Board and Committee meetings are held
either in person or virtually.
The table at the bottom of this page sets
out attendance at the scheduled meetings
during the year. Attendance is expressed
as the number of scheduled meetings
attended out of the number of such
meetings possible or applicable for the
Director to attend.
During
the
period,
the
Non-Executive
Directors held a number of informal get
togethers. In the event that a Director
is unable to attend a meeting they still
receive all the papers for the meeting and
are updated on matters discussed at the
meeting.
Independence
The Code recommends that at least half the
board of directors of a company, excluding
the Chair, should comprise non-executive
directors whom the board considers to be
independent. Noting that the Chair is only
independent upon appointment. As at the
year-end date, the Company was compliant
with this requirement.
Notwithstanding the end of the Relationship
Agreement with Apax in July 2024, and the
related requirement for a nominated director,
the Nomination Committee recommended
to the Board that Tom Hall continues to
serve as a Non-Executive Director.
As
circumstances
evolved
during
the
course of the year, the Board considered
Tom’s independence. On the basis that
Apax was no longer a shareholder of the
Company; and that Tom was no longer
employed by Apax, the Board considered
Tom to be an Independent Non-Executive
Director. Following this decision Tom was
appointed as a new member of the Audit
and Remuneration Committees.
Conflicts of interest
The Board has a formal system in place for
Directors to declare conflicts of interest,
and for such conflicts to be considered for
authorisation. Any external appointments
or other significant commitments of the
Directors require the prior approval of the
Board. We recognise that our Directors may
be invited to become non-executive directors
of other companies. Such non-executive
duties can broaden a Director’s experience
and knowledge which can benefit the
Company. The Board is comfortable that
existing external appointments of Directors
do not create any conflict of interest that, if
required, cannot be sufficiently managed.
External commitments
The Company is mindful of the time
commitment required from Non-Executive
Directors in order to effectively fulfil their
responsibilities on the Board, particularly
providing
constructive
challenge
and
holding Executive Management to account
and
utilising
their
diverse
skills
and
experience to benefit the Company and
provide strategic guidance.
As part of any appointment process,
prospective Directors are asked to provide
details of any other roles or significant
obligations that may affect the time they
are able to commit to the Company. Each
Director is responsible for informing the
Board of any external appointments or
significant commitments as they arise and
these are considered and monitored by the
Chair.
The Chair’s approval is required prior to a
Director taking on any additional external
appointment. The Chair’s approval will only
be given once the Chair is satisfied and the
Director confirms that, as far as they are
aware, there are no conflicts of interest.
For the Director’s biographical details
and significant time commitments
outside of the Company, see the Board
biographies on pages 42 to 43.
Change in Directors’ commitments
During the year, the Board approved the
external appointment of Jurgita Kirvaitienė
as a member of the BDO audit team and of
Trevor Mather, as Chair at PropertyGuru.
Board and Committee meetings and attendance
Board Director
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Trevor Mather
8/8
-
3/3
-
Justinas Šimkus
8/8
-
-
-
Lina Mačienė
8/8
-
-
-
Simonas Orkinas
8/8
-
-
-
Ed Williams
8/8
6/6
3/3
4/4
Tom Hall
1
8/8
2/2
3/3
2/2
Kristel Volver
8/8
6/6
3/3
4/4
Jurgita Kirvaitienė
8/8
6/6
3/3
4/4
Rūta Armonė
2
7/7
6/6
3/3
4/4
Independence
Chair
Independent NEDs
as at 30 April 2025
Non-Independent Director
as at 30 April 2025
As at 2 July 2025, there were 6 independent NEDs
(including the Chair who was independent on
appointment) and 3 non-independent directors.
1
Tom Hall joined Audit and Remuneration committees on 23 January 2025.
2
Rūta Armonė joined the Board and all Board Committees on 11 June 2024.
30 April
2025
1
5
3
Baltic Classifieds Group PLC Annual Report and Accounts 2025
51
GOVERNANCE REPORT
Board Composition, Succession and
Evaluation
Corporate Governance Report
continued
Appointments to the Board
On 11 June 2024, Rūta Armonė joined
the
Board
as
an
Independent
Non-
Executive Director and as a member of
all Board Committees. Following Rūta’s
appointment, the Board is composed of
three Executive Directors and six Non-
Executive Directors.
Information on Board succession planning
and the internal board evaluation review
can be found in the Nomination Committee
report on page 52.
Board tenure
Board member appointment dates are
included in the Director Biographies on
pages 42 to 43. The Chair will continue
to monitor the tenure of Board members
and consider this as part of the broader
succession planning.
Board training and professional
development
During the year, the Board received
training and updates on:
Macroeconomics
Market Abuse Regulations
Company’s Dealing Code procedures
Anti-trust compliance, focusing on
European competition law case study
and potential risks
Cyber security
Geopolitics
Regional competition environment
Takeover defence strategies
Trends in executive remuneration
Internal and external ESG updates
The Chair is responsible for ensuring that
all of the Directors are appropriately briefed
on matters arising at Board meetings and
that they have full and timely access to
accurate and relevant information.
To enable the Board to discharge its duties,
all Directors receive sufficient information,
including briefing papers distributed in
advance of meetings.
The Committees of the Board have access
to
sufficient
resources
to
discharge
their duties, including external advisers
and access to internal resources and
personnel.
Where they judge it to be necessary to
discharge their responsibilities, Directors
may
obtain
independent
professional
advice at the Company’s expense.
All Directors also have access to the
advice of the Company Secretary, who is
responsible for advising the Board on all
governance matters.
Board Directors regularly receive updates
to
improve
their
understanding
and
knowledge about the business and the
environment in which it operates. As part
of the year end reporting process, each
Director is asked to identify skills and
experience areas where they excel. For
more on this, see page 42.
Board meetings generally include one
or
more
presentations
from
Senior
Management on areas of strategic focus.
Specific business-related presentations
are
given
to
the
Board
by
Senior
Management and external advisors when
appropriate.
Annual General Meeting and
Director re-election
The Company’s Articles of Association
specify that a Director appointed by the
Board must stand for election at the first
AGM subsequent to such appointment
and at each AGM thereafter, every Director
shall retire from office and seek re-election
by shareholders. This is in line with the
Code, which recommends that Directors
should be subject to annual re-election.
All
Directors,
having
been
appointed
during the period under review, will stand
for election at the Company’s 2025 AGM.
The Board therefore recommends that
shareholders
approve
the
resolutions
to be proposed at the Annual General
Meeting 2025 relating to the re-election of
the Directors.
new
Baltic Classifieds Group PLC Annual Report and Accounts 2025
52
Committee meeting attendance can be
found on page 50.
Committee Terms of Reference can be
found on our corporate website at:
balticclassifieds.com/corporate-governance
.
The technology sector is
traditionally one which has
difficulty attracting female
representation, and we are
pleased to have been ranked
number five within FTSE250
and number one within the
Technology sector by the 2024
FTSE Women Leaders Review.
Trevor Mather
Chair of the Nomination Committee
Nomination Committee Report
Nomination Committee membership
Trevor Mather
(Chair) - 2 June 2021
Kristel Volver
- 2 June 2021
Ed Williams
- 2 June 2021
Tom Hall
- 2 June 2021
Jurgita Kirvaitienė
- 17 May 2022
Rūta Armonė
- 11 June 2024
Key responsibilities
Board and Senior Management composition:
review the structure, size and composition of the Board, its Committees and the
Senior Management; and
evaluate the combination of skills, experience, diversity, independence and
knowledge on the Board, its Committees and the Senior Management team.
Succession planning:
review the leadership needs of the organisation, both Executive and Non-Executive
Directors, to ensure the continued ability of the organisation to compete effectively
in the marketplace;
ensure plans are in place for orderly succession to the Board and Senior
Management positions, considering the challenges and opportunities facing the
Group, as well as the skills and expertise needed on the Board and the Senior
Management team in the future;
have oversight of talent development, with a view to monitoring and overseeing the
development of a diverse pipeline within the Group; and
identify and nominate potential candidates for Board vacancies as and when they
arise, in line with succession planning.
Board effectiveness:
review the independence and time commitment of the Non-Executive Directors;
review and act upon the results of the Board performance evaluation process and
assess how effectively members work together to achieve objectives; and
review the interaction between the Board and its Committees.
Diversity and Inclusion:
oversee diversity and inclusion across the Group and monitor progress made
against objectives.
Main activities during the year
During the year, the Committee has met three times and its key activities were:
appointment and induction of a new Independent Non-Executive Director Rūta
Armonė;
succession planning for the Board and key employees;
recommendation to the Board to invite Tom Hall to continue to serve as a Non-
Executive Director to the Board and member of Nomination Committee, after
the end of Relationship Agreement with Apax following Apax placement of its
remaining stake in the Company’s
shares in July 2024. This was followed by
the Board’s decision in January 2025, to consider Tom Hall to be independent
after his retirement from Apax and the subsequent Nomination Committee’s
recommendation to the Board to appoint Tom Hall as a member of the Audit and
Remuneration Committees;
consider the results of the internal Board and Committee effectiveness review and
create an action plan;
follow up on the implementation status of action points identified during prior
Board and Committee effectiveness reviews;
consider the training and development needs of the Board and create an action
plan;
review of the Board Diversity Policy and the gender and ethnic diversity of the
Board and Senior Management and;
review of the Board skills matrix; and
review and recommendation of the Committee’s Terms of Reference for approval
by the Board.
Planning for the year ahead:
oversee the implementation of the selected internal Board effectiveness review
recommendations;
conduct external Board and Committee effectiveness review and consider its
results;
continue to monitor Board and Senior Management succession.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
53
GOVERNANCE REPORT
Dear Shareholders
On behalf of the Board, I am pleased to
present the Nomination Committee Report
for the financial year ending 30 April 2025.
Appointments to the Board
On 11 June 2024, Rūta Armonė was
appointed to the Board as an Independent
Non-Executive Director. After an extensive
network search and a great response from
our advert on our own portal CVbankas,
we had a strong shortlist, and we are
delighted to welcome Rūta who brings
extensive legal, regulatory, governance
and M&A experience to BCG. Rūta also
became a member of Audit, Remuneration
and Nomination Committees.
Figures above taken as
at 30 April 2025
Diversity characteristics
Lithuanian
British
Estonian
Nationality
5
3
1
30-39
40-49
50-59
60+
Age
3
3
1
2
Figures above
taken as at 30
April 2025
Gender diversity
Full Board
Male
Female
55.6%
44.4%
Non-Executive
Directors
50.0%
50.0%
Executive
Directors
66.7%
33.3%
In July 2024, after the end of the
Relationship
Agreement
with
Apax
following Apax placement of its remaining
stake
in
the
Company’s
shares,
the
Nomination
Committee
recommended
that the Board invite Tom Hall to continue
serving
as
a
Non-Executive
Director
and as a member of the Nomination
Committee. In January 2025, following
Tom Hall’s retirement from Apax, the
Board determined that Tom Hall can be
considered independent. As a result, the
Nomination
Committee
recommended
the Board to appoint Tom Hall to both the
Audit and Remuneration Committees.
The Committee also recommended to the
Board the extension of Jurgita Kirvaitienė’s
directorship appointment which
was due
to expire in May 2025.
Appointment to the Board of Independent Non-Executive Director
Evaluate Board composition and
determine ideal capabilities of
proposed appointee
Advertise role and determine long list
of potential candidates
Refine short list of potential
candidates and complete interviews
Consideration and approval by
Nomination Committee
Consideration and approval by Board
Evaluate the Board’s skills, experience, independence, diversity and knowledge and utilise
this to develop a specification which reflects the role and specific capabilities required.
Advertise the role using open advertising. Identify a long list of potential candidates
based on, amongst other things, experience, merit and diversity.
Determine a short-list and invite the potential candidates to complete a formal interview
process. Interview process facilitated by various Board members, but specifically the
Chair and Chief Executive Officer.
Nomination Committee to consider the short-listed candidates and feedback from the
interview process from both interviewers and interviewee. Determine the preferred
candidate and recommend their appointment to the Board for approval.
Board to consider, and if thought fit, approve the proposed appointment of the preferred
candidate. Market announcement is made by the end of the next working day following
the Board’s decision.
The Committee reviewed the diversity
and skills of the Board and will continue
to monitor the market to ensure the
composition of the Board has the right
balance of diversity, skills and experience
to support its strategy and purpose.
Policy on appointments to the
Board
All appointments to the Board are made on
merit, against objective criteria and with
due regard to the benefits of diversity on
the Board. The Committee takes account
of various factors before recommending
any new appointments to the Board,
including relevant skills to perform the
role, experience, knowledge and diversity.
The process of an appointment to the
Board is described in the chart below.
Succession planning and Senior
Management
Despite a continued, remarkable level of
consistency in both the Board membership
and in the Senior Executive ranks, effective
succession planning is critical to the long-
term success of the Company. Succession
plans are continually reviewed throughout
the year to ensure arrangements are in
place for orderly succession in the context
of the Group’s strategy for the Board and
Senior Management.
Inclusion and diversity
The Committee strives to embed inclusion
in everything that it does, and succession
planning and the appointment process are
key in promoting diversity in a way that is
consistent with the Company’s long-term
strategy.
Nomination Committee Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
54
Nomination Committee Report
continued
Process of the internal board effectiveness review:
The Company Secretary produced
a bespoke questionnaire for Board
members designed to capture
reflections on Board, Committees
and individual Directors performance
during the year.
Once completed and returned, the
results were analysed by the Company
Secretary and presented to the Board
and Committees on an anonymous
basis in the form of a report.
The Board and each Committee
reviewed the report and produced
action plans for their relevant areas.
The action plans were captured in
the Board and Committee minutes
to provide easy reference and
accountability.
1
2
3
The Board annually reviews its Board
Diversity Policy to ensure that: i) the
Board
composition
is
sufficiently
diverse; ii) appointments and succession
plans are based on merit and objective
criteria and, within this context, promote
diversity of gender, social and ethnic
backgrounds, nationalities, cognitive and
personal strengths; iii) the Board supports
workforce initiatives that promote a culture
of inclusion and diversity; iv) the Board
supports the Committee in identifying
women and other underrepresented groups
for promotion into senior management
roles; and v) the Board supports the board
diversity targets recommended by the
FTSE Women Leaders Review on gender
diversity. The Committee considered the
diversity targets set out in UKLR 6.6.6.R(9)
and the Company’s progress:
For more on our compliance with this,
please
see
the
Governance
Report
on page 44 and specifically, the table
prescribed by UKLR 6.6.6.R(10) on page
75. The Committee continues to monitor
diversity as is relevant for the Baltic region
and takes into account its diversity targets
when considering Board appointments
and hiring or promoting to leadership
positions.
Biographies
for
each
Director
are
available on pages 42 to 43.
Details of the key skills and experience
that
the
Board
has
identified
as
valuable to the effective oversight of
the Group and execution of its strategy,
can be found on page 42.
For Board training and development,
see the Governance Report on page 51.
Induction of Non-Executive
Director
The Chair and the Company Secretary are
responsible for ensuring that all newly
appointed Directors receive a full and
formal induction which is tailored to their
individual needs based on experience
and background. This program includes
a formal briefing on their role, duties and
responsibilities as Directors of a publicly
listed company and existing governance
framework.
To
facilitate
a
thorough
understanding of the Group’s business,
purpose, people and culture, the induction
process may involve a combination of
reading
materials,
including
Company
policies
and
procedures,
Board
and
Committees
related
information,
and
meetings with Senior Management.
Board and Committee
performance review
During
the
financial
year,
the
Board
participated
in
an
internal
Board
performance review.
The Board is committed to an annual
review of its own and its Committees’
performance, with an externally-facilitated
effectiveness review carried out at least
every three years, in compliance with
the Code. The last externally facilitated
effectiveness review was undertaken in
2023.
As part of the Board performance review,
areas
such
as
board
meetings
and
information flows, Board’s composition,
the Board’s role, knowledge and skills, as
well as strategy and risk management
were covered. The Committee Terms of
Reference were also reviewed during the
year, along with the role and function of
each Committee.
Our female representation on the Board
is 44.4%, including the Audit Committee
Chair, the CFO and two Non-Executive
Directors. The technology sector is
traditionally one which has difficulty
attracting female representation, and
we are pleased to have been ranked
number five within FTSE250 and number
one within the Technology sector by the
2024 FTSE Women Leaders Review.
Given that the population of the Baltic
States, in which the Group operates,
includes principally white ethnic groups,
the target to have at least one individual
from a minority ethnic background on
its Board is more challenging for the
Company. We believe that the ethnic
diversity of the Board and employees
should reflect the general population
in which the Company operates and
that our commitment to diversity can
be better evidenced by other diversity
metrics such as gender and nationality.
In
addition,
the
Senior
Independent
Director (the “SID”) met with the Board
members to discuss the performance of
the Chair and found no areas of concern.
The Directors consider the evaluation
of the Board and its Committees and
members to be an important aspect of
corporate governance.
Directors
have
the
right
to
express
opposition
or
concerns
about
Board
decisions, which will be noted in the
minutes. They are also entitled to seek
independent professional advice at the
Company's expense if deemed necessary.
Throughout the year, no Director raised any
concerns regarding the Board's operation
or Company management.
The
evaluation
of
Board
Committee
performance found that all Committees
were considered to be well chaired and
operating effectively. Further details of the
composition, role and activities of each
Committee can be found on pages 49 to
73.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
55
GOVERNANCE REPORT
Nomination Committee Report
continued
Outcomes of the internal board effectiveness review:
Progress made against action points identified during the year ending 2024 internal
Board effectiveness review
Responsibility
Key Action
Update
Nomination
Committee
Start
looking
for
additional
Non-Executive
Director to increase Board membership
Rūta Armonė was appointed as an Independent
Non-Executive Director on 11 June 2024
Chair and Company
Secretary
Ensure the Director induction process is reviewed
and is comprehensive
Induction process was reviewed and it was
decided to include an externally facilitated Non-
Executive Director training to the new Director
induction process
Company Secretary
Provide Board materials ahead of the Board
meeting in a timely manner
2025 Board evaluation results indicate that Board
members agree the materials are provided in a
timely manner
Executive
Management
Maintain a record of key risks discussed during
Board meetings and share it with the Board every
half year and ensure the full Risk Register is on
the Board agenda at least annually
Company Secretary maintains a risks discussions
log which is used to ensure that all key risks are
covered by the annual Board agenda schedule
and the Company’s Risk Register is included into
the Board’s agenda twice a year
Organise externally facilitated Board
training on ESG and capital allocation
topics
The following action points were
identified. The progress against
these actions will be reported in the
following year:
Offer externally facilitated Non-
Executive Director training as part of
new Director induction process
1
2
Election and re-election of Directors
In accordance with the Code, all Directors will offer themselves for re-election by shareholders at the AGM. Both the Committee and the
Board are satisfied that all Directors continue to be effective in, and demonstrate commitment to, their respective roles on the Board and
that each makes a valuable contribution to the leadership of the Company.
The Board therefore recommends that shareholders approve the resolutions to be proposed at the 2025 AGM relating to the re-election
of Directors.
I will be available at the AGM to answer any questions about the work of the Nomination Committee.
The Nomination Committee Report is approved by the Board and signed on its behalf by:
Trevor Mather
Chair of the Nomination Committee
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
56
Audit Committee Report
Committee meeting attendance can be
found on page 50.
Committee Terms of Reference can be
found on our corporate website at:
balticclassifieds.com/corporate-governance
.
The Committee continued to
focus on the integrity of the
Group’s financial reporting, key
accounting judgements and
related disclosures as well as
the robustness of the Group’s
risk management and internal
control systems.
Kristel Volver
Chair of the Audit Committee
Audit Committee membership
Kristel Volver
(Chair) - 2 June 2021
Ed Williams
- 2 June 2021
Jurgita Kirvaitienė
- 17 May 2022
Rūta Armonė
- 11 June 2024
Tom Hall
- 23 January 2025
Both Kristel Volver and Jurgita Kirvaitienė
fulfil the requirement for a Committee
member to have recent and relevant financial
experience.
The
biographies
of
each
Committee member are set out on pages 42
to 43, with specific skills referenced on page
42.
Auditors
The Group’s external auditor is KPMG
Deloitte is providing internal audit services
Key responsibilities
Financial reporting:
monitor the integrity of the Group’s financial reporting and the significant
judgements contained therein; and
provide advice to the Board on whether the Annual Report and Accounts, taken as
a whole, is fair, balanced and understandable.
Internal control and risk management:
review effectiveness of the Company’s internal financial controls and internal
control and risk management systems.
Internal audit:
oversee the Company’s internal audit activities; and
monitor and review the effectiveness of the internal audit function.
External audit:
conduct the tender process and make recommendations to the Board about the
appointment, re-appointment and removal of the external auditor;
approve fees and terms of engagement of the external auditor;
review and monitor the external auditor’s independence and objectivity;
review the effectiveness of the external audit process; and
develop and implement policy on the engagement of the external auditor to supply
non-audit services.
Main activities during the year
During the financial year ended 30 April 2025, the Committee met five times and its
key activities were:
review the half year and annual financial statements and reports, the financial
reporting judgements and estimates, and the use of Alternative Performance
Measures;
assess the Group’s going concern and viability statements;
address changes to the UK Corporate Governance Code and review the updated
Committee’s Terms of Reference;
monitor latest ESG reporting requirements;
review the results of the Committee’s performance evaluation;
review the effectiveness of the external audit process and the internal audit
function;
review the effectiveness of the Group’s risk management and internal controls
systems,
receive reports from internal auditors on internal audit results and updates from
management on implementation of internal audit recommendations;
approve the internal audit manual and an updated internal audit charter; and
approve the internal audit budget and plan for the coming year.
Planning for financial year ahead
continue to monitor financial reporting; and
review of internal audit reports.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
57
GOVERNANCE REPORT
Dear Shareholders
I
am
pleased
to
present
the
Audit
Committee’s Report for the year ended 30
April 2025. This report provides a summary
of the Committee’s role and activities
during the year, and sets out the work the
Committee has performed in respect of
this Annual Report and Accounts.
During the financial year ended 30 April
2025,
two
new
members
joined
the
Committee: Rūta Armonė was appointed
to the Committee on 11 June 2024, when
she joined the Board as an Independent
Non-Executive Director; Tom Hall was
appointed
to
the
Committee
on
23
January 2025, once the Board agreed to
consider Tom as independent following
his retirement from Apax, a former major
shareholder
of
the
Company.
During
this financial year, there were six Audit
Committee meetings. All meetings were
attended by all Committee members in
office at the time of the meeting. The
rest of the Board attended the meetings
by
invitation.
The
Group’s
external
auditor, KPMG, attended all of the Audit
Committee meetings held during the
financial year, except one ad-hoc meeting.
The external auditor has direct access
to me, as the Audit Committee Chair, to
raise any concerns outside of formal
Committee meetings. The Committee also
periodically sets time aside to seek the
views of the external auditor, without the
presence of management.
During the year, the Committee continued
to focus on the integrity of the Group’s
financial
reporting,
key
accounting
judgements and related disclosures, as
well as the robustness of the Group’s
risk management and internal control
systems.
In the year ahead, the Committee will work
to ensure the internal control processes
continue to operate effectively and remain
appropriate.
The Committee has reviewed the content
in this Annual Report and Accounts and
considers that it explains the Group’s
strategy,
financial
performance
and
position in a way which we believe to be
fair, balanced and understandable. Whilst
this Audit Committee Report contains
some of the matters addressed during
the year, it should be read in conjunction
with the external auditor’s report on pages
79 to 84 and the financial statements in
general.
At the 2025 AGM, shareholders will vote on
the Board’s recommendation to re-appoint
KPMG as the Group’s external auditor.
I will be available at the 2025 AGM to
answer any questions.
Kristel Volver
Chair of the Audit Committee
2 July 2025
Financial reporting
The
Committee
is
responsible
for
reviewing the appropriateness of the
Group’s
half-year
report
and
annual
financial statements.
In the preparation of the Group’s financial
statements
for
2025,
the
Committee
assessed the accounting principles and
policies adopted, Alternative Performance
Measures used and whether management
had made appropriate estimates and
judgements. In doing so, the Committee
discussed
management
reports
and
enquired into judgements made. The
Committee reviewed the reports prepared
by the external auditor on the 2025 Annual
Report and Accounts.
The
Committee,
together
with
management,
identified
the
following
areas of focus:
Area
Audit Committee action
Revenue recognition
As more fully described in note 3 to the
financial statements, the Group’s revenue
is principally derived from listing fees on
the Group’s platforms and income from
advertising and financial intermediation
services. There are a number of different
duration service packages available for
customers. In line with IFRS 15, the Group
recognises this revenue over time, based
on service usage.
Revenue is an area of focus given its
high value in the financial statements,
however, there is no critical estimation or
judgement involved. The Group’s revenue
is accounted over time, based on service
usage.
The Committee reviewed the rationale
and the process implemented to account
for the revenue, based on usage and
disclosure around revenue recognition
made by management.
The Committee was satisfied with the
explanations provided and conclusions
reached in relation to revenue recognition.
Recoverability of parent Company’s investment in subsidiaries
The
carrying
amount
of
the
parent
Company’s investment in its subsidiaries
represents a significant majority of the
Company’s total assets.
The investment is not considered at risk
of
material
misstatement
or
subject
to significant judgement, however, it is
considered significant due to its size in
relation to the Company balance sheet.
The Committee reviewed the assumptions
made
by
management,
including
the
strong track record of profitable growth
and cash generation, and was satisfied
with the assumptions made.
Going concern and viability statement
The Directors must satisfy themselves as
to the Group’s viability and confirm that
they have a reasonable expectation that
it will continue to operate and meet its
liabilities as they fall due. The period over
which the Directors have determined it is
appropriate to assess the prospects of the
Group, has been defined as five years. In
addition, the Directors must consider if the
going concern assumption is appropriate.
In assessing the validity of the viability
and going concern statements detailed on
pages 40 and 90, the Committee reviewed
the work undertaken by management
to assess the Group’s resilience to the
principal risks set out on pages 38 to 39
under various stress test scenarios.
The
Committee
was
satisfied
that
sufficient rigour was built into the process
to assess going concern and viability over
the designated period.
Carrying amount of goodwill
The Group has a significant balance of
goodwill that arose during acquisitions.
It is not considered at risk of material
misstatement or subject to significant
judgement,
however,
it
is
considered
significant due to its size in relation to the
Group balance sheet.
An impairment review is performed of
goodwill balances by management on
a “value in use” basis. This requires
judgement in estimating the future cash
flows and the time period over which they
occur, arriving at an appropriate discount
rate to apply to the cash flows, as well
as an appropriate long-term growth rate.
Each of these judgements has an impact
on the overall value of cash flows expected
and therefore, the headroom between the
cash flows and carrying values of the cash
generating units.
The
Committee
has
reviewed
the
assumptions
made
and
judgements
applied by management and, after due
discussion, was content with the outcome
of the impairment review.
Audit Committee Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
58
Audit Committee Report
continued
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the content of the Annual Report and Accounts and considered whether, taken
as a whole, it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy. The Committee was provided with a draft of the Annual Report and Accounts and
the opportunity to comment where further clarity or information should be added. The final draft was then recommended for approval
by the Board. When forming its opinion, the Committee had regard to discussions held with management and reports received from the
external auditor. In particular, the Committee considered:
Is the report fair?
Is the whole story presented and has any sensitive material been omitted that should
have been included?
Are key messages in the narrative aligned with the KPIs and are they reflected in the
financial reporting?
Is the report balanced?
Do you get the same messages when reading the front end and back end of the
Annual Report and Accounts independently?
Are threats identified and appropriately highlighted?
Are the Alternative Performance Measures explained clearly with appropriate
prominence?
Are the key judgements referred to in the narrative reporting and significant issues
reported in this Committee Report consistent with disclosures of key estimation
uncertainties and critical judgements set out in the financial statements?
How do these judgements compare with the risks that KPMG are planning to include
in their Auditor’s Report?
Is the report understandable?
Is there a clear and cohesive framework for the Annual Report and Accounts?
Are the important messages highlighted appropriately throughout?
Is the Annual Report and Accounts written in easy-to-understand language and are
the key messages clearly drawn out?
Is it free of unnecessary clutter?
Conclusion
Following its review, the Committee is of the opinion that the Annual Report and
Accounts, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s position, performance,
business model and strategy.
Internal audit
Deloitte provides an outsourced internal
audit function to the Group. They are
accountable
to
the
Audit
Committee
and
use
a
risk-based
approach
to
provide independent assurance over the
adequacy and effectiveness of the control
environment.
During the year ended 30 April 2025, the
internal audit concentrated on intellectual
property rights and continued to audit the
area of disaster recovery. No significant
failings or weaknesses were identified, and
the recommendations focused solely on
areas of improvement. In addition, internal
auditors followed up on the implementation
of recommendations from the previous
internal audits of IT systems and taxation.
The Committee reviewed an internal audit
plan for 2026, which will continue to cover
a range of core financial and operational
processes
and
controls,
focusing
on
specific risk areas.
The
Committee
reviews
Deloitte’s
performance as internal auditor annually,
with the last review having taken place in
April 2025, which identified opportunities
for improvement in the areas of internal
audit strategy and the independent external
performance review.
External auditor
One of the Committee’s roles is to oversee
the relationship with the external auditor,
KPMG, and to evaluate the effectiveness
of the service provided and their ongoing
independence. The Committee received
and discussed KPMG’s audit report of the
financial statements for the financial year
ended 30 April 2025. The Committee Chair
met with representatives from KPMG
without management present and also
with management without representatives
of KPMG present, to ensure that there
were no issues in the relationship between
management and the external auditor to
be addressed. There were none.
The Committee places great importance
on ensuring that the external audit is
both
high-quality
and
effective.
The
effectiveness of the external audit process
is dependent on several factors, including:
the quality, continuity, experience and
training of audit personnel; understanding
of the business model, strategy and
risks; technical knowledge and degree of
rigour applied in the review processes of
the work undertaken; communication of
key accounting and audit judgements;
together
with
appropriate
audit
risk
identification at the start of the audit cycle.
Internal controls
The Committee’s responsibilities include
assisting the Board in its oversight of the
Company’s system of internal controls.
This includes:
review annually the effectiveness of
the Group’s risk management and
internal control framework;
review
reports
from
the
external
auditors on any issues identified in
the course of their work, including any
internal control reports received on
control weaknesses and ensure that
there are appropriate responses from
management; and
review
reports
from
the
Group’s
outsourced
internal
audit
function
and
ensure
recommendations
are
implemented where appropriate.
During
2025,
the
Audit
Committee
reviewed the effectiveness of the Group’s
risk management and internal control
systems and procedures as well as the
reports received from the external and
internal
auditors
with
audit
findings
and
recommendations,
including
management’s action plans. No significant
failings or weaknesses were identified
during this review.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
59
GOVERNANCE REPORT
Performance
of
the
external
auditor
is evaluated by the Committee on an
annual basis, with the last review having
taken
place
in
October
2024.
This
assessment was done in accordance
with the requirements of the FRC’s "Audit
Committees
and
the
External
Audit:
Minimum Standard” and considered the
quality of audit planning and execution,
technical
expertise,
professional
scepticism, and overall value provided
to the Company as well as feedback
from management and those involved in
the audit process. The Committee was
satisfied that there had been appropriate
focus and challenge on the primary areas
of audit risk and concluded that the
performance of KPMG remained efficient
and effective in its role.
Non-audit service
Policy
Permitted services not subject to cap
Reporting required by law or regulation or where the authority/
regulator specified the auditor to provide the service; reporting on
iXBRL tagging of financial statements; other services where time
is critical and the nature of the service would not compromise
independence.
The Audit Committee assesses threats to independence and the
safeguards applied in accordance with FRC’s Revised Ethical
Standard (2024) and approves all non-audit services work which
is not deemed “trivial”.
Permitted services subject to cap
Audit related services, e.g. review of interim financial information;
reporting on covenant or loan agreements and government
grants.
The Audit Committee assesses threats to independence and the
safeguards applied in accordance with FRC’s Revised Ethical
Standard (2024) and approves only non-audit services work
which is not deemed “trivial”.
A cap on the aggregate amount in any financial year of 70% of
the average audit fees paid to the audit firm in the last three
consecutive years applies.
Prohibited services
In line with the FRC’s Revised Ethical Standard (2024), these
are services where the auditor’s objectivity and independence
may be compromised. Prohibited services are detailed in the
FRC’s Revised Ethical Standard (2024) and include tax services,
accounting services, internal audit services and valuation
services and financial systems consultancy.
Prohibited, with the exception of certain services which are
subject to derogation if certain conditions are met and will
be assessed going forward in line with FRC’s Revised Ethical
Standard (2024).
No non-audit services were provided by KPMG during the financial year ended 30 April 2025.
Audit Committee Report
continued
Statement of compliance: The Statutory
Audit
Services
for
Large
Companies
Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014
(the “CMA Order”)
KPMG was first appointed as statutory
auditor of Group’s top holding company
preceding Baltic Classifieds Group PLC, for
the year ended 30 April 2020. KPMG was
contracted in 2021, to provide offering and
Admission related reporting accountant’s
services and following a competitive
tender process, was appointed as a
statutory auditor of the Company for the
year ended 30 April 2022. Kate Teal took
over the position as audit partner with
effect from the financial year 2022, and
remained the audit partner throughout
2025, which is Kate Teal’s last year as
audit partner for BCG.
The Company confirms it complied with
the requirement that the external audit
contract is tendered within the 10 years
The
Committee
is
also
responsible
for
ensuring
the
external
auditor
remains independent. In assessing the
independence of the auditors from the
Company,
the
Committee
takes
into
account the information and assurances
provided by the auditors. KPMG confirmed
during the year, that its partner and staff
complied with its ethics and independence
policies
and
procedures
which
are
consistent with the requirements of the
FRC
Ethical
Standard.
Although
this
marks the fourth year of KPMG audit
partner Kate Teal's involvement in the
Company's audit, she will rotate after the
completion of the 2025 audit, in alignment
with regulatory best practices, given her
prior participation in auditing the Historic
Financial Information for the IPO.
The
recommendation
to
re-appoint
KPMG beyond the financial year ending
30 April 2026, will depend on continuing
satisfactory performance.
Non-audit services provided by
the external auditor
The external auditor is primarily engaged
to carry out statutory audit work. There
may be other services where the external
auditor is considered to be the most
suitable supplier by reference to their
skills and experience. It is the Group’s
practice to seek quotes from more than
one firm, which may include KPMG, before
engagements for non-audit projects are
awarded. Contracts are awarded based on
individual merits.
A formal policy is in place for the provision
of non-audit services by the external
auditor to ensure that the provision of
such services does not impair the external
auditor’s independence or objectivity.
prescribed by UK legislation and the Code’s
recommendation. The Company confirms
that it complied with the provisions of the
CMA Order for the financial year under
review.
Kristel Volver
Chair of the Audit Committee
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
60
Committee meeting attendance can be
found on page 50.
Committee Terms of Reference can be
found on our corporate website at:
balticclassifieds.com/corporate-governance
.
We are pleased to present
our Remuneration Philosophy
and Policy for shareholders’
consideration at the 2025 AGM.
It represents limited change to the
approach we have successfully
followed since our IPO in 2021.
Ed Williams
Chair of the Remuneration Committee
Remuneration Committee membership
Ed Williams
(Chair) - 2 June 2021
Kristel Volver
- 2 June 2021
Jurgita Kirvaitienė
- 17 May 2022
Rūta Armonė
- 11 June 2024
Tom Hall
-
23 January 2025
Directors’ Remuneration Report
Key responsibilities
determine the policy for rewarding Directors and the rest of the Senior
Management (the “Remuneration Policy”) and oversee how the Group implements
the Remuneration Policy;
oversee the level and structure of remuneration arrangements for Senior
Management, approve share incentive plans and recommend them to the Board
and shareholders; and
review workforce remuneration and related policies with the alignment of incentives
and rewards with culture.
In 2021 Deloitte was appointed as a remuneration advisor. Deloitte is a founding
member of the Remuneration Consultants Group and adheres to its Code in relation
to executive remuneration consulting in the UK. The Committee is satisfied that the
Deloitte engagement team, which provided remuneration advice to the Committee,
does not have connections with Baltic Classifieds Group PLC or its Directors. The
Committee is satisfied that the advice received is objective, independent and free of
undue influence. Deloitte’s fees are charged on a time and materials basis. During
the year, there were €14,297 fees incurred (€4,094 in 2024) for advice provided by
Deloitte to the Committee. Deloitte also provides Internal Audit services (see Audit
Committee Report).
Dear Shareholders
On behalf of the Board, I am pleased to present the Directors’ Remuneration report for
the financial year ended 30 April 2025 and our Remuneration Philosophy and Policy
for consideration and approval by shareholders at the 2025 AGM.
The Directors’ Remuneration Report comprises three sections:
Part 1:
Annual statement
Part 2:
Remuneration Philosophy and Policy
Part 3:
Annual Remuneration Report
Remuneration compliance
This report complies with Schedule 8 of the Large and Medium-sized Companies and
Group (Accounts and Reports) Regulations, the 2018 UK Corporate Governance Code
and the Listing Rules.
In line with the FRC UK Corporate
Governance Code 2018 (the “Code”), all
members of the Committee are Independent
Non-Executive Directors and have relevant
business experience.
The Chair of the Committee has previous
experience of chairing the Remuneration
Committee of another (at the time) FTSE
250 company and has attended dozens of
Remuneration Committee meetings in his
capacities as CEO and Chair of UK listed
public companies.
All members of the Board who are not
members of the Committee as well as our
third-party remuneration consultants attend
meetings by invitation.
No individual takes part in decisions relating
to their own remuneration.
Part 1: Annual Statement
The Directors’ Remuneration Policy was supported by 97.77% of our shareholders at our
AGM in 2022. We took and continue to take this as support for key aspects of the policy
including pay set to reflect the local market norms, the absence of an annual bonus,
incentives aligned to shareholders through a performance based Long-Term Incentive
Plan (“LTIP”), alignment of benefits with the wider workforce, best practice in relation to
malfeasance, clawbacks, termination of employment, etc.
Our work during 2025 has been the consistent implementation of the policy and the
updating of the policy for the three-yearly binding shareholder vote at the forthcoming
AGM.
Pay and performance outcome in 2025
Long-Term Incentive Plan (“LTIP”)
The LTIP awards granted in 2022 will vest in July 2025 based on performance in the year
ended 30 April 2025. The awards were based 100% on earnings per share (EPS). EPS in
2025 was above 8.5 € cents (the maximum target set), therefore 100% of LTIP awards
will vest and will be subject to a two-year holding period.
The Committee reviewed the incentive outcomes in the context of wider Group
performance, the shareholder and wider stakeholder experience (including our
employees) and considers that these incentive outcomes are a fair reflection of the
Group’s performance and therefore no discretion has been applied.
Annual bonus
The company does not operate an annual bonus scheme.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
61
GOVERNANCE REPORT
Key remuneration decisions
regarding 2026
Annual base salary review
We reviewed senior Executives salary levels
for the 2026 financial year in the context
of proposed salary levels at the Group as
a whole. We implemented our policy of
increasing the Chair fee and Executive
Director salaries in line with the average
salary rises across the organisation. The
11% increase reflects the rapid growth in
incomes in Lithuania and the Baltic Region
more generally, plus the impact of higher
salary increases for our technology people
given the increasing scarcity of these skills
in the local marketplace.
In addition, Executive Director remuneration
increased according to the formula set
out in the existing Remuneration Policy
as part of a planned, progressive five-year
unwinding of the salary discount of the
previous private company as we move to
normal, though modest, levels of public
company salaries. 2026 is the fifth and final
year of the salary migration route (see Table
1).
Directors’ Remuneration Report
continued
Table 1: Migration Route to Standard under existing Policy
FY2022
(€ thousands)
FY2023
(€ thousands)
FY2024
(€ thousands)
FY2025
(€ thousands)
FY2026
(€ thousands)
Salary
LTIP
Max
rem
Salary
LTIP
Max
rem
Salary
LTIP
Max
rem
Salary
LTIP
Max
rem
Salary
LTIP
Max
rem
CEO
250
700
950
303
700
1,003
363
700
1,063
429
700
1,129
512
700
1,212
CFO
150
300
450
182
300
482
218
300
518
257
300
557
307
300
607
COO
200
500
700
242
500
742
290
500
790
343
500
843
410
500
910
Directors’ Remuneration Policy review
During
the
year
the
Committee
has
undertaken a review of our Directors’
Remuneration Policy. I have provided a
detailed overview of the review process, the
areas the Committee considered and our
conclusions later in this report. In summary,
however, the Committee concluded that the
underlying principle of the Policy remains
effective, and no substantive change is
proposed to the operation of the Policy.
One area where we are proposing a change,
however, is the LTIP opportunity. Under the
current Policy this is set at a fixed monetary
amount of €700,000 for CEO, €500,000 for
COO and €300,000 for CFO. Given the fixed
monetary value structure in the context of
salary inflation as well as the increase in the
size of the business, this level of award has
fallen from its already low position against
market to, in the Committee’s view, an
unsustainably low position. The Committee
therefore proposes that that is increased to
€2,000,000 for CEO, €1,500,000 for COO and
€1,000,000 for CFO. This maximum would
increase in line with increases in Executive
Director salary arising from general salary
increases in the Company. Further detail on
the rationale and market data is provided
below.
Share awards and performance
conditions
We
will
make
share
awards
totalling
€2,450,000 for 2026, vesting in 2029
subject to performance conditions. The
main awards will be €700,000 to the CEO,
€500,000 to the COO and €300,000 to the
CFO, as in the previous four years and
consistent with the previous Policy. As
outlined above, our revised Remuneration
Policy is to increase substantially the
amount of the annual awards to Executive
Directors. Conditional on the approval
of that Policy at our AGM, we will make
further grants in the 2026 financial year of
€550,000, €400,000 and €300,000 to the
CEO, COO and CFO respectively, such that
the aggregate awards in respect of the year
are €1,250,000, €900,000 and €600,000 to
the CEO, COO and CFO respectively. These
amounts will represent a transition point
to the full increase in share awards that we
would implement in the 2027 financial year.
Remuneration outside the
Directors
The Committee reviewed the CEO’s list of
proposed members of the LTIP and the level
of individual awards. The Committee also
reviewed Senior Management remuneration
generally, for internal consistency.
Non-Executive Director fees
The Board, excluding the Non-Executive
Directors, undertook a review of Non-
Executive Director fees during the year. It
concluded that current fee levels were very
significantly below those for companies
of a similar market capitalisation to BCG.
Fees are not a lot more than half those for
companies of similar market capitalisation.
After adjusting for the lower cost of living
in the Baltics, fees are generally (and taking
into account Committee Chair and SID fees)
less than two-thirds of those paid at the
bottom quartile for similar companies.
Nonetheless, in line with our pre-existing
policy, the Board decided that these fees
for the coming financial year should only
be increased by the same base percentage
as for Executive Directors and the Chair
(excluding any increases relating to the
five-year transition of Executive Director
base salaries for which 2026 represents
the fifth and final year). The NED fees were
therefore increased by 11% with effect from
May 2025.
2025 AGM
The Committee believes the current policy
serves the interests of the Company and
shareholders well and looks forward to
receiving your support at the 2025 AGM.
I would like to thank my fellow Committee
members
for
their
commitment
and
contribution.
Ed Williams
Chair of the Remuneration Committee
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
62
Part 2: The Directors’ Remuneration Philosophy and Policy
The Company’s proposed Remuneration Policy (the “Policy”) is
included in this section on pages 62 to 69. At the 2025 AGM to
be held on 24 September 2025, a binding resolution to adopt
the Policy will be put to shareholders for approval. The Policy
is set to apply, subject to shareholder approval through to the
2028 AGM.
Context
At the IPO of the Company in 2021, new remuneration
arrangements were introduced covering both the Executive
Directors and the other members of the Board. The Company’s
Remuneration Policy was approved by shareholders at the 2022
AGM. The Policy provided detailed figures for the implementation
of the Policy covering the period to, and including, the 2026
financial year (i.e. the current year). This Policy, including the
specific figures, has been implemented as envisaged, without
amendment, in each year up to the current year. In the current
year the Policy has been implemented exactly as was stated
in 2022 (although as noted on the previous page, subject to
approval of the 2025 Policy, the Committee intends to grant top-
up LTIP awards).
All full-time employees of the business, including the Executive
Directors, are based in the three Baltic countries, with the
majority, including the Executive Directors, based in Lithuania.
Our Philosophy and Policy is broken into three
sections:
Section 2.1 provides a narrative description of the process
adopted by the Committee in developing the Policy. It focuses
on our assessment of our previous Policy and any issues we
focused on.
Section 2.2 describes what we think we should do, and why. As
we concluded that our existing Policy has and should continue
to serve us well, this section principally reflects how we re-apply
the current approach for the next few years.
Section 2.3 sets out our formal Directors Remuneration Policy
including the terms of employment. While shareholders will
vote above all on the contents of Section 2.3, we believe that
including our experience, reflections and thinking, set out
elsewhere in Section 2 is important.
The proposed Policy is almost unchanged compared to
the Policy approved at the 2022 AGM. The main change is a
proposed increase to the permitted absolute maximum value
of LTIP awards and allowing that maximum to increase in line
with increases in Executive Director salary arising from general
salary increases in the Company.
Our previous Policy, and our Policy proposed here, differ from
the Policy of most UK publicly listed companies. The differences
are accounted for by the overarching aims of simplicity,
transparency and objectivity, and differences influenced by
the Lithuanian context. They also differ in terms of the level
of remuneration being materially lower than the average for
companies of a similar market capitalisation.
2.1 The process by which the Committee
formulated the Policy
The Committee took as a starting point the existing Policy set
out in the 2022 Annual Report approved by shareholders at the
2022 AGM. The 2022 Annual Report set out at some length the
background, context and thinking which went into the creation
of the Policy at our IPO in 2021.
Our Objectives and the Culture and Needs of the Company are
as set out in the 2022 Annual Report and reprinted as Exhibit
1 and Exhibit 2. The only change from 2022 is the removal of
a single objective that related directly to being a company that
had just become public.
Directors’ Remuneration Report
continued
Exhibit 1: Objectives
We set ourselves the following objectives:
1
Establish an approach to, and level of, remuneration that is
likely to result in BCG retaining its existing Executive team.
2
Establish an approach to and level of remuneration that is likely
to be capable of attracting future talent, particularly should it
be required at the Executive Director level.
3
Establish an approach which not only is consistent with the
culture of the Company but actively supports the culture and
needs of the Company, including, for example, aligning all
Executive benefits with the rest of the organisation.
4
Ensure that the overall level of remuneration is modest by
public company standards and is appropriate for the local
living standards of the Baltics states where the Executives
reside and where the business is operated from, rather than
the UK where the Company is listed.
5
Create a structure that is significantly simpler than found in the
considerable majority of public companies.
6
Ensure the structure and targets are aligned with the strategy
of the business.
7
Create a structure intended to be durable and where
shareholders know what to expect over a number of years. We
believe the right Executives prefer to focus at all times on what
is right for the business and that continuously reopening and
adjusting the approach to remuneration rarely, if ever, results in
more motivated executives.
8
Articulate our policy in a simple and transparent way with
the minimum of jargon, including expressing things wherever
reasonably possible in terms of absolute values of money
rather than in a series of ratios and percentages.
9
Conform with public company best practices in relation to
protecting shareholders from excess remuneration being paid
in the case of poor business performance and particularly
with regard to any instances of unethical or more generally
reputational damaging behaviour by Executives. This includes
Director shareholding requirements, holding periods, Board
discretion on payments and clawback provisions.
10
Set targets that are subject to auditable, objective and
independently verifiable measures without the need for Board
discretion or opaque formulae.
11
Ensure that for any given absolute level of remuneration,
Executives receive it in a way that maximises its effectiveness
to them in terms of making them feel valued.
12
Avoid as far as possible, approaches that could give rise to
significant rewards to Executives arising incidental to their
performance in running the business.
13
Ensure that Executives’ remuneration does not influence, nor
is affected positively or negatively by the decisions the Board
takes on capital policy (e.g. distributing or retaining cash in the
business; distributing through dividends or using share buy-
backs).
14
Adopt a process in determining remuneration, and in
administering remuneration, which is consistent with the focus
on low costs exhibited in every other area of the business.
Removed:
15
Ignore the impact of pre-existing equity ownership and additional
equity ownership resulting from the IPO (i.e. the triggering of the
private equity incentive scheme) on future reward structures and
levels.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
63
GOVERNANCE REPORT
The Committee took as additional input:
2.1.1 An update from our Remuneration Consultants on changes to
remuneration and wider employment practices since 2022.
2.1.2 Shareholder feedback received on the 2022 Policy and on
subsequent Remuneration Reports.
2.1.3 The Remuneration Committee’s own assessment of how well
our Policy had served the Company.
Recommendations regarding NEDs remuneration were passed to
the Board for consideration by those Board members who would not
be the beneficiary of proposed changes.
Directors’ Remuneration Report
continued
Exhibit 2: Culture and needs of the Company
We identified the following features of the Company:
Specifically on Executive remuneration
1
The Company has historically adopted the same structure for
remuneration across all employees, with the only exception
being that a group of Senior Management participates in a
long-term equity-based incentive scheme, typical of those
employed by private equity owners.
2
Performance based incentives related to the overall
performance of the business, not personal performance
measures.
3
The Company did not pay annual bonuses to any employee
and, over the years, has gone to considerable effort to
remove annual bonuses from companies it has acquired.
4
The Company has absolutely minimal employee benefits,
with those benefits that do exist, open to all employees.
5
Awards in the private equity Management Incentive Plan
were not based on Executives’ base salaries.
Wider cultural factors
6
The Company has a relentless focus on simplicity and clarity
in everything it does and is extremely cost conscious.
7
The Company has a history of making acquisitions in the
Baltic region. Part of the acquisition process is to move
employees and Executives of the acquired business into the
BCG remuneration structure rapidly.
8
The Executives seek to be, and are expected by staff to be,
exemplars of all the behaviours that they value in others,
including when it comes to remuneration.
9
The Executives see their own remuneration as a significant
component of the overall costs of the business. Their
remuneration can influence the level of remuneration paid to
their direct reports. They seek strong profit growth, including
from limiting the growth of the cost base.
10
The CEO has a history of significant equity ownership.
Following the IPO, the private equity management incentive
scheme will leave the Executive Directors and other long-
term employees with substantial equity in the business. In
line with a high proportion of Baltic companies, receiving
remuneration in the form of dividends is a normal part of the
remuneration, most likely reflecting the specific economic
history of the region and wide differences in taxation rates
on income (above 40%) and dividends (around 15%).
11
The Lithuania government does not operate any share
ownership schemes which give favourable treatment or
which incentivise a wide range of employees to buy shares
in their business.
2.1.1 Update from Remuneration Consultant on
changes in practices
The Committee concluded that the relatively limited changes to
remuneration practices in public companies since 2022 were
already provided for in our Policy, employment contracts and
LTIP scheme rules.
2.1.2 Shareholder Feedback
Shareholder feedback on the 2022 Policy had been favourable
and the Policy had been approved with a 97.77% vote in favour.
The main areas shareholders had explored were (i) the merits
and disadvantages of including ESG targets in LTIP performance
criteria (ii) whether setting specific numbers for remuneration
over a five-year period (three years remaining at the time of the
vote) afforded sufficient flexibility.
Subsequent to the approval of the Policy, the only remuneration-
related feedback received by the Committee was a suggestion
that the EPS targets set in the first two years of the Policy may
have been “soft”. We accept this observation, especially with the
benefit of hindsight. However, we consider the achievement of the
maximum award for both these years as being appropriate given
the business performance, especially given the war in Ukraine.
Subsequent awards have been against what we intended to
be progressively more demanding targets. Nonetheless, with
the overall level of awards for Executives being modest and
the absence of an annual bonus, the Committee would want
shareholders to have an expectation that achievement of targets
might exceed the average of around 65% vesting (a long-term
average among FTSE350 companies).
Shareholder voting at AGMs has not indicated any concern
regarding the Policy or its implementation. Remuneration
Reports have received 96.75% and 98.00% votes in favour at the
last two AGMs.
2.1.3 Self-assessment of the previous Policy
Assessment of the previous Policy in practice
The Committee felt that the Policy had operated well. This
assessment was based on five main considerations.
First, there had been a 100% retention over 5 years of the key
Executives and close to 100% retention among a wider group of
around 50 senior managers and key people who have received
awards under the LTIP. The 3 people who had left at their
instigation did not give remuneration as a significant reason for
doing so.
Secondly, the Policy had been simple and uncontentious in its
implementation from an internal perspective. The Committee
had not needed to exercise judgement or consider, let alone
approve, the use of discretion. The Policy had provided clarity
and certainty to employees. It achieved the objective of feeding
in higher costs into the business post-IPO in a gradual and
predictable manner. In particular, the Committee felt that the
absence of an annual bonus, and the associated levels of effort
that might have gone into setting annual bonus targets, had
contributed to simplicity, efficiency and transparency.
Thirdly, performance targets based solely on a profit measure,
and specifically not including ESG targets, had worked well.
The Company set out its ESG Policies after the approval of the
previous Remuneration Policy. There were many areas covered
by the Policies rather than one or a very small number of
targets. The Committee did not feel comfortable using a large
number of targets, nor in establishing an internally defined ESG
performance “basket” of KPIs, as this introduces complexity and
lacks transparency.
Lastly, the Remuneration Committee noted that the levels of
remuneration had not been tested in the practical circumstances
of seeking to recruit a new member of the Senior Management
team, especially where candidates from beyond the Baltic
region were under consideration. In 2022, the Committee had
expressed a concern to investors that levels would be a potential
barrier to exploring the wider market for key executives and
other board members. This concern remains. Given the stability
Baltic Classifieds Group PLC Annual Report and Accounts 2025
64
and motivation of our Executives and our
success in appointing high-quality NEDs
from the Baltics region, the probability
of having to access the wider European
talent pool seems low. However, the gap
between our remuneration and those of
the wider market has widened, making the
situation even more challenging should the
need arise. In the end, the Committee felt
that there was little benefit in seeking to
address what was a hypothetical situation
and where the cost to the Company might
be substantial.
Main issue arising from our previous
Policy
Our goal, over the five years since IPO, and
the period covered by the Policy, had been
to migrate Executive Director base salaries
from levels substantially below public
market norms to our target of achieving
lower quartile base remuneration against a
benchmark of UK-listed public companies.
We have signally failed to achieve this.
At the end of last year, we reviewed
benchmark
data
using
the
same
methodology as in 2022. This involved
establishing a benchmark group of FTSE-
listed companies. For us this was a group
Directors’ Remuneration Report
continued
of 54 companies ranked from 151-250
in the FTSE by market capitalisation
(excluding non-operating companies and
financial
services
companies).
Baltic
Classifieds Group was, at the time of
conducting the benchmarking and at the
time of writing at or above the mid-point
of this group by market capitalisation. We
then took the data on board compensation
for this group, converted it to Euros (at £/€
rate of 1.21), applied the UK/Lithuanian
purchasing
power
parity
(83.3%)
and
adjusted for differences in the approach
to national insurance (in Lithuania national
insurance is similar to the UK but materially
all of it is deducted from the employee and
not the employer). We then indexed the
numbers by 3% a year to reflect that the
benchmark data related to compensation
as reported in 2023-2024 and we were
seeking to establish data to assist us in
setting compensation for 2026-2027.
The results indicated that base salaries and
board fees were around three-fifths (c.60%)
of those of the median of the benchmark
group. Compared to the lower quartile
(our target level of remuneration) base
salary and fees were around two-thirds
(c.66%). Many factors contributed to this
wide discrepancy, including salary rises
among other FTSE companies over the last
five years, use of a different benchmark
group given the significant increase in the
Company’s market capitalisation reflecting
our progressive increase in underlying
earnings,
strengthening
of
Lithuanian
purchasing power and changes to the
pound-to-euro exchange rates.
The situation was even more extreme
when looking at the maximum total
remuneration. Five years ago we decided
to express the size of LTIP awards as
fixed amounts unchanging over a five-year
period. This was intended to provide clarity
to shareholders and to avoid complications
as we migrated base salaries from the low
pre-IPO levels to those more normal for a
public company. However, we had failed to
recognise the extent of the impact of rapid
growth in nominal and real base salaries
that were to occur over the subsequent
years.
As a result, the value of LTIP awards for
Executives have fallen to unusually low
levels when expressed as a percentage
of salary, as well as in absolute terms for
a company of BCG’s market capitalisation
(see Table 2).
2.2 Thinking regarding policy for
the next three years
2.2.1 Overall approach
The Remuneration Committee believes the
overall structure of remuneration in the
Company has served shareholders well
and intends to continue with the current
approach:
a base salary which is competitive for
the Lithuanian market;
no annual bonus;
no
pension
(unless
the
Company
introduces
an
all-employee
pension
scheme
in
which
case
Executive
Directors should automatically be able
to participate on the same basis of other
employees);
no material benefits in kind and none that
are not available to other employees;
a long-term incentive plan (LTIP);
conformity with best practices regarding
notice periods, termination payments,
minimum holdings, clawback provisions
and
other
aspects
of
employment
conditions.
Table 2: Decline in value of LTIP awards over five years
At IPO:
Base salary
Max LTIP
LTIP as percentage
of salary
CEO
€250,000
€700,000
280%
CFO
€150,000
€300,000
200%
COO
€200,000
€500,000
250%
For 2026, if we were to implement our Policy as originally planned:
Base salary
Max LTIP
LTIP as percentage
of salary
CEO
€512,393
€700,000
137%
CFO
€307,436
€300,000
98%
COO
€409,914
€500,000
122%
Maximum total remuneration for the Executive Directors is around a third of median for the benchmark companies and below two-fifths
(c.40%) when compared to the lower quartile.
2.2.2 Remuneration Levels
Base salaries for Executives
Our
previous
Policy
aimed
to
move
Executive base salaries to lower quartile
levels for UK-listed companies of a similar
market capitalisation, after adjusting for
differences such as purchasing power
parity and treatment of social security
taxes. The approach was to phase in
increases evenly over five years, thereby
avoiding a significant step change to the
Company’s cost base.
The
Committee
considered
the
considerable gap between remuneration
at the Company and that among the
benchmark companies. The Committee
concluded that salary and fee levels
would be inadequate to give the Company
access to the range of executive and non-
executive talent should we need to recruit
from outside the Baltic region. Should the
Company acquire or merge with another
company operating elsewhere in Europe
there would most likely be a significant
mismatch in terms of remuneration in that
business.
However, the level of base salaries had not
been a cause of problems for the Company
over the previous five years. We had retained
our three Executive Directors. Executive
Director
remuneration
was
sufficiently
higher than that of other senior employees
for there to be headroom for other senior
executives to progress. We had hired
senior talent in the local market. We had
also succeeded in hiring high calibre Non-
Executive Directors. Undoubtedly, the high
level of share ownership among Executives
and among several of the Non-Executives
was a factor, as was the prestige of the
Company in the Baltics and the relative
lack of other public company opportunities
for Executives and Non-Executives in the
region.
Ultimately, the Committee, in consultation
with the Chair and Executive Directors,
decided that base salary levels are now at
an appropriate level given the culture of the
business, even if very substantially below
similar valued public companies.
Therefore, during the next Policy period, we
intend to assess base salary levels on their
own merits without reference to a specific
benchmark level. The Committee noted,
Baltic Classifieds Group PLC Annual Report and Accounts 2025
65
GOVERNANCE REPORT
Directors’ Remuneration Report
continued
and broadly agreed with, the Investment
Association’s and ISS’s concerns about the
use of benchmarks in creating an upward
“ratchet” effect on executive compensation.
The Committee did decide to propose a
small change to its Policy with regard to
annual pay rises for Executive and Non-
Executive Board members. Our previous
Policy had been to increase all Board
member salaries and fees by the “basic”
increase in salaries received by employees
more generally. For the coming three years
it is proposed that the increase be based
on the “average” increase in salaries in
the business (on a like-for-like basis)
rather than the basic increase. The basic
increases have generally been the pay rises
received by people in customer service
and
administrative
roles;
specialists,
particularly technology employees, have
seen substantially higher pay rises.
Shareholders should expect base salaries
for
the
existing
Executive
Directors
and Non-Executive Directors to remain
unchanged for the duration of the period
covered by this Policy, with the exception
of annual increases in line with the average
increase received by employees of the
Company more widely. Such increases
are likely to be significantly higher than in
the UK reflecting differences in inflation
and real wage growth. This represents a
difference from the preceding five years
when Executive salaries (but not Chair or
NED fees) increased considerably faster
than those of other employees, as a result
of the phasing in of their post-IPO salaries
in equal amounts spread over five years.
Should the Company need to recruit
executive talent from outside the region
or
the
Company
makes
acquisitions
outside the Baltic region then it is likely
that we would have to revisit our Policy,
potentially involving significant increases
to remuneration. We appreciate that some
investors and advisory organisations have
policies which disapprove of awarding
higher remuneration to newly recruited
directors compared to the previous job
holder. But we believe that investors will
understand why this would be necessary
if this circumstance arose. The alternative
of bringing remuneration up to a level
where this was unlikely to be necessary,
especially without us knowing the precise
circumstances that could occur, would
seem perverse and be expensive for no
immediate benefit.
Annual Bonus
The Committee decided to continue with
the policy of not having an annual bonus
scheme.
LTIP
At IPO, and in our 2022 Policy, we set the
size of LTIP awards as absolute values
that would not increase year by year. In
the early years these implied a relatively
high multiple of base salaries falling to
modest multiples as we progressively
raised base salaries. Given the effect of the
much more rapid Lithuanian wage growth
over the five years of our Policy, discussed
above, our LTIP awards imply an unusually
low multiple of base salaries compared to
market norms.
We intend to continue to express the
maximum LTIP award in terms of absolute
values but plan to increase annually the
maximum potential award in line with
increases in Executive base pay, to the
extent that base pay increases in line with
the average pay increases in the Company
as per our Policy.
In considering the level of LTIP awards
for Executive Directors, the Committee
decided it would seek to set LTIP awards
at levels that would make total maximum
compensation still within (and not at) the
bottom quartile for companies of a similar
market capitalisation. However, in the event
of the LTIP award vesting in full it would
provide an opportunity for Executives to
receive compensation somewhat closer to
lower quartile than that which they would
receive based on base salary comparisons
alone. The Committee did not determine
the levels of LTIP award in terms of them
being a particular percentage of base salary
but by considering what we believe are the
appropriate motivation of the Executives
we have and the absolute value compared
to our benchmark group.
From 2027 financial year we are proposing
to make awards under the LTIP up to the
following levels:
CEO: €2,000,000
COO: €1,500,000
CFO: €1,000,000
While these awards would be around the
level of the upper quartile for the LTIP
component of remuneration for companies
in the benchmark group, the result would
still be for the total maximum compensation
to fall firmly within the bottom quartile:
The
benchmark
is
based
on
the
methodology described on page 64.
The Committee will assess the level of the
awards annually to ensure they remain
appropriate.
Overall compensation
We
believe
our
proposed
Executive
compensation is:
motivational
to
our
Executives
who
continue
to
hold
significant
shareholdings in the Company;
modest compared to that generally in
public companies;
aligns Executives with the creation of
shareholder value; and
simple and transparent both in terms
of how it is structured and in the ability
of shareholders to see how outcomes
match to performance.
At the time of writing the Company
ranks around the mid-point in a ranking
of
FTSE350
companies
by
market
capitalisation.
1
Our proposed salary for
our CEO would be below that of around
95% of FTSE350 companies. Our proposed
total maximum compensation for our CEO
would roughly be below that of around
85% of FTSE350 companies. Our CFO
compensation would rank lower. Data
for how our COO ranks is not available,
reflecting differences in the role of COO
where it exists.
2.2.3 Considerations regarding
Chair and NED remuneration
At the time of setting out our previous
Policy in 2022 the Chair and Non-Executive
Directors either held significant holdings
of Company shares or served on the Board
as a result of their employer’s rights as
a significant minority shareholder (and
not receiving a fee from the Company).
We therefore set the Chair and NED fees
significantly below market practice for
a FTSE company, helping with the goal
of keeping the costs of the Company low
and for consistency with the Executive
Directors.
Fees have been increased each year based
on the level of salary increases applied
within the Company more generally (as for
the Executives).
In seeking additional independent NEDs
we received feedback that our fees are
inadequate for the time commitment and
risks involved in being a director of a public
company. Nonetheless, we have been able
to recruit two further NEDs. In both cases
they are Lithuanian (we had an objective to
increase the proportion of our Board who
live and work in the Baltic region). Given
the extremely limited opportunities to
serve on public boards in Lithuania and the
high regard held locally for the Company,
the level of remuneration proved not to
be a barrier to securing these talented
individuals.
On reflection, while we felt there was a
strong case to increase Chair and NED fees,
we decided not to recommend doing so.
Proposed total maximum
remuneration (assuming
some value to the
very limited access to
additional benefits)
(€ thousands)
Benchmark
Lower quartile
(€ thousands)
Benchmark
Median
(€ thousands)
CEO
2,515
3,089
3,587
CFO
1,310
1,953
2,336
1
Numbers are slightly complicated by the presence of Investment Trusts for which remuneration data is not publicly available. The percentages given are based on the position our
proposed remuneration ranks among operating companies. To the extent that remuneration in Investment Trusts might differ from that in operating companies of a similar market
capitalisation, the percentages could be slightly higher or lower.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
66
2.3 Our Directors Remuneration Policy
In this section we aim to bring all the information on the actual terms of employment and remuneration into a single place.
Executive Directors
Base salary
Purpose and
link to strategy
To retain and attract Executive Directors to
deliver the strategy
Operation
Paid in cash and reviewed annually, normally
taking effect on 1 May.
Maximum
opportunity
Salary increases will not normally exceed those
of the wider workforce.
For 2026 maximums are €512,393 for CEO,
€409,914 for COO and €307,436 for CFO
Performance
measures
Not applicable
Benefits
Purpose and
link to strategy
To maintain the low cost base, simplicity and
consistency with other employees of the
Company
Operation
No benefits are payable
Maximum
opportunity
Should benefits be introduced for all employees,
Executive Directors would be eligible on the
same basis
One-off or ongoing benefits may be provided
in the event that an Executive is required to
relocate or in other exceptional circumstances
Performance
measures
Not applicable
Pensions
Purpose and
link to strategy
To maintain the low cost base, simplicity and
consistency with other employees of the
Company
Operation
No pensions are payable
Maximum
opportunity
Should
pensions
be
introduced
for
all
employees,
Executive
Directors
would
be
eligible on the same basis
Performance
measures
Not applicable
Annual Bonus
Purpose and
link to strategy
To maintain the low cost base, simplicity and
consistency with other employees of the
Company
Operation
No annual bonuses are payable
Maximum
opportunity
The Committee does not envisage revisiting
the question of annual bonuses prior to 2028
Performance
measures
Not applicable
Long-term Incentive Plan
Purpose and
link to strategy
To retain and attract Executive Directors to
deliver the strategy
The PSP aligns the interest of selected
employees with those of shareholders and may
act as a retention tool
To achieve simplicity and transparency and
minimise the need for the Committee to
exercise discretion
Operation
PSP awards are made annually in the form of
conditional shares or nominal cost options.
The intention is to use a share price based on
the average of the daily closing share prices for
the previous three months. Awards normally
vest over a period not shorter than three years
and in the case of nominal cost options would
normally be exercisable up to 10 years from
grant
Performance condition(s) apply and will be
disclosed in the annual report prior to award.
Normally 25% of awards vest for threshold level
of performance
Awards will normally be subject to a further
two-year holding period
The value of dividends paid between grant
and vesting will accrue to the benefit of PSP
participants
Exceptionally,
at
the
discretion
of
the
Committee, settlements may be made in cash
The level of awards is reviewed annually to
ensure that it remains appropriate
Maximum
opportunity
The maximum annual award is set by the
scheme rules at 500%
The Policy is to award an absolute value of
€2,000,000 for the CEO, €1,500,000 for the
COO and €1,000,000 for the CFO in 2027 and
increase these amounts annually in line with
base salaries, likely to be 10% or somewhat
lower
Performance
measures
The intention is to use EPS, with the Committee
exercising discretion primarily in relation to the
significant impact of acquisitions, demergers
or variations in share capital
The rules of the PSP offer discretion to the
Board to vary the choice of performance
measures / targets prior to setting those
targets
The Committee reserves the right to adjust PSP
vesting levels if it considers that the outcome
would not otherwise reflect the performance of
the Company or the individual. The Committee
may adjust targets, provided such changes do
not make the targets materially less difficult to
satisfy than envisaged at the time of award
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
67
GOVERNANCE REPORT
Share ownership guidelines, malus and clawback
Purpose and
link to strategy
Help ensure Executive remuneration is aligned
with the interest of shareholders
Operation
Executive Directors are expected to hold shares
in the Company of at least the following values:
CEO €2 million, others €1 million
Should Executive Directors not hold sufficient
shares to meet the guideline they will be
required to retain at least half of all vested
shares received under any scheme
Executive Directors are expected to maintain
their minimum holding for two years following
their departure from the Company.
Malus / clawback provisions apply to the PSP
in the following circumstances:
material
misstatement
of
financial
information;
serious misconduct;
material failure of risk management;
serious reputational damage;
serious corporate failure;
error in the number of shares awarded;
error
in
calculating
performance
or
performance
calculations
based
of
misleading data; and/or
other circumstances of a similar nature at
the discretion of the Non-Executive Directors.
Malus and clawback provisions will apply for
a period of five years from award. There will
be no time limit in applying malus / clawback
provisions from actions through the legal
system against Directors or through deliberate
concealment of information by Executives that
subsequently becomes known to the Board,
subject to the provisions being implemented
within two years of the completion of the legal
action or the information becoming available
Maximum
opportunity
Not applicable
Performance
measures
Under certain circumstances, the Committee
has the discretion to waive the minimum share
ownership guideline. Situations of personal
hardship would be the most likely to be
considered
Employment contracts and leaving policies
The Executive Directors are each subject to a Board appointment
letter, under the law of England and Wales, and a service contract,
under the law of the Republic of Lithuania. The Board appointment
letters are for a fixed-term and the service contracts are rolling
contracts with no fixed expiry date.
The Board appointment letters are terminable on written notice by
either party, or earlier if employment ceases earlier under the service
contracts. The notice period is 12 months for the CEO and six
months for other Executive Directors. The Board appointment letters
require, at the Company’s discretion, the Executive to resign from
employment effective on termination of their Board appointment.
The appointment letters and service contracts are available for
inspection at the 2025 AGM and at the Company’s registered office.
In the event of early termination, a payment in lieu of notice may
be based only for the outstanding notice period and may be paid
monthly or as one or more lump sums at the discretion of the
Committee. Except for instances of retirement, long-term ill-health
or other compassionate reasons, payment will normally be subject
to mitigation based on the individual taking reasonable steps to
find an alternative position. The Committee may make any other
payments in good faith to discharge existing legal obligations or to
settle claims arising from the termination.
The Board appointment letters and the service contracts of Executive
Directors contain provisions to secure intellectual property rights.
The Board appointment letters provide 12 months non-solicitation.
The Company retains the right, at its discretion, to apply post-
employment non-compete provisions for up to 12 months via the
service contracts, subject to the payment of a significant proportion
of the employee’s base salary during that period (as required to have
confidence of enforceability in Lithuania).
The treatment of leavers under the Company’s LTIP is determined
by the rules of the PSP. Outstanding awards will lapse unless the
leaver is deemed by the Committee to be a “good leaver”. Death is
automatically considered as a “good leaver” and awards would vest
immediately subject to the Committee’s reasonable assessment of
the extent to which performance criteria are likely to be met. The
Committee has discretion to determine that other leavers are “good
leavers”, with discretion likely to be considered in cases where the
individual is leaving for reasons of retirement, redundancy, long-term
illness or compassionate reasons, considered to be in good faith.
The Committee has the discretion to determine the basis of vesting.
Typically, vesting will take place on the same basis and against the
same performance conditions as if the person had stayed and the
proportion vested be adjusted pro-rata for the proportion of the
vesting period during which the individual was actually employed.
The normal period for exercising an option is 12 months from
vesting.
Holding periods, minimum shareholdings, malus and clawback
Our pre-existing Policy has strong protection for shareholders from
payment for failure or improper behaviour. To date, we have not
been required to consider, let alone invoke, any malus or clawback
provisions.
We reviewed all our Policies in relation to holding periods and malus
and clawback. We concluded they conformed to best practice.
Therefore, no changes have been proposed to our approach.
However, with the proposed increases to Executive Director
remuneration we considered it appropriate to increase the level of
minimum shareholding we expect of Executive Directors. We express
the amounts in terms of absolute value rather than percentages,
but the new minimum holding levels will be increased to reflect the
increase in the proposed value of awards under the LTIP.
Our Policies in these regards are set out in the table on the left.
Setting of targets in the Long-Term Incentive Plan
The primary business strategy of the Baltic Classifieds Group is the
rapid organic growth of revenues and profits in our core geographical
online classified advertising market. Therefore, the best alignment
of strategy to long-term Executive compensation is in the area of
revenue and profit growth.
We decided to continue with our existing policy of setting
performance targets based solely on the third-year basic EPS, with
the Committee exercising discretion primarily in relation to the
significant impact of acquisitions, demergers or variations in share
capital.
In determining our choice of target we did consider other options
to form all or part of the target or targets. These included revenue
growth, total shareholder return versus a comparator group, non-
financial targets, and particularly ESG related targets. Our reasons
for rejecting these were the same as when we set our previous Policy
and are set out at some length in our 2022 Annual Report. In particular,
while revenue growth continues to be our priority, with costs very low
and margin very high, there is no practical possibility of achieving
the profit targets without revenue growth contributing to all of the
growth in profits. Therefore we did not set a separate revenue growth
target. At that time we had not defined our ESG programme so we
did not have ESG priorities available to incorporate as targets. While
we now have ESG priorities we did not consider any single one, or
small number to be more important than others. On the grounds of
lack of transparency, we rejected the idea of defining and measuring
an internally generated “basket” of ESG targets, as some companies
have adopted. There are also some practical issues in setting targets
in relation to things like carbon emissions and representation of
minorities on the Board that reflect recent geopolitical events.
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
68
We could envisage making adjustments to
targets in the event of material acquisitions
or the company substantially changing
its capital return policy. Over the last four
years we have made small acquisitions
but have not considered them sufficient to
warrant changes to targets. Similarly, we
have operated a share buyback programme
using cash generated recently and from
normal operations. An expectation that we
will do share buybacks on this relatively
modest basis is factored into our thinking
when setting our EPS targets. We therefore
believe that making other adjustments to
our EPS target, either at the time of grant or
subsequently, is unlikely and is a direction
in which the Committee would prefer not to
go.
Publication of targets
Shareholders should expect targets to
continue to be published as part of the
Annual Report published before or shortly
after the awards are made. The Board
wishes to reserve the right not to make
disclosures where the nature of the target
might be sensitive.
Timing and pricing of share awards
under the long-term incentive plan
We propose to continue to grant awards
once a year. The price used will be the
average daily closing price of the shares
in the period of the last three months prior
to the grant date. This could result in the
award of a larger or smaller number of
shares than would be awarded at the share
price on the day of the grant. Though from
time-to-time awards may be made at what
seem like favourable or unfavourable prices,
relative to the price on the day of the award,
the continuity and consistency embedded
in the approach should even these out
over time, the ultimate value realisation for
Executives being at least five years away.
The Committee has the right not to make
grants at share prices that are artificially
low (or indeed high). However, shareholders
should not expect the Committee to be
likely to exercise this right, given that the
Committee does not believe it has any
particular ability to judge the collective view
of the stock market and its investors as
being incorrect.
0
1,000
2,000
3,000
4,000
€ thousands
CEO
Below
threshold
100%
564
Mid-range
53%
1,064
47%
Max
22%
2,564
78%
Max with
share price
growth
16%
3,564
56%
28%
CFO
Below
threshold
100%
338
Mid-range
57%
588
43%
Max
25%
1,338
Max with
share price
growth
18%
1,838
54%
75%
28%
COO
Below
threshold
100%
451
Mid-range
55%
826
45%
Max
23%
1,951
Max with
share price
growth
17%
2,701
55%
77%
28%
Fixed pay
PSP
Share price growth
Remuneration outcomes in different
performance scenarios
The
below
charts
illustrate
how
the
composition of the Executive Directors’
remuneration packages varies under three
different performance scenarios: below
threshold; mid-range; and the maximum,
both as a percentage of total remuneration
opportunity and as a total value. The
maximum performance scenario is also
shown with a 50% share price increase
on the LTIP. It should be noted that these
scenarios are for illustrative purposes
only and have been determined using the
approach specified in the regulations. They
should not be construed as profit forecasts
or a prediction of share price movements.
Assumptions:
Below threshold = fixed pay only
Mid-range = fixed pay plus 25% vesting
under the PSP
Maximum = fixed pay plus 100% PSP
vesting
Maximum + share price growth = fixed
pay plus 100% PSP vesting with a 50%
increase in share price applied to the
PSP award
Recruitment Policies
When
determining
the
remuneration
package for a newly appointed Executive
Director, the Committee would seek to apply
the following principles:
The service contract terms and notice
period would be in line with that of the
previous holder of that position, or the
COO, in the event of it being a new role.
The package, including base salary,
would be set to be market competitive to
facilitate the recruitment of individuals
of sufficient calibre to lead the business.
At the same time, the Committee would
intend to pay no more, nor less, than
it believes is necessary to secure the
required talent. In practice, where an
issue with existing levels of Executive
Director remuneration is likely to arise
is if the relevant “market” is the pan-
European talent pool of digital executive
talent. However, our aspiration, and given
the language constraints, the more likely
scenario would be that the relevant
“market” is the Baltic region, with the
Company itself a leading source of local
talent.
In the case of recruitment, the LTIP
award would be limited to 500% of base
salary. To the extent that base salary
was significantly higher than that paid to
existing executives, shareholders should
reasonably
expect
the
LTIP
awards
as a percentage of base salary to be
significantly lower.
We
would
seek
to
determine
a
remuneration
package
within
the
existing structure of base salary and LTIP
,
including conforming to the rules and
limits set in the PSP rules. Should this
not prove possible, we would disclose
any
additional
components
in
the
relevant Remuneration Report, together
with our view of the implications for
the remuneration of other Executive
Directors and the wider workforce.
Where an individual forfeits outstanding
variable pay opportunities or contractual
rights at a previous employer as a result
of the appointment, the Committee may
offer compensatory payments or awards,
in such form as the Committee considers
appropriate,
taking
into
account
all
relevant factors including the form of
awards, expected value and vesting time
frame of forfeited opportunities. The
guiding principle of such an arrangement
would be that such payment or awards
were
no
more
than
a
reasonably
assessed “like-for-like” compensation.
The Committee may grant awards in
such
circumstances
relying
on
the
exemption in the Listing Rules which
allows for grant of awards to facilitate, in
unusual circumstances, the recruitment
of an Executive Director without seeking
prior shareholder approval.
The Committee may provide assistance
with relocation, with a strong emphasis
on one-off costs as opposed to ongoing
payments.
In the event of the appointment of
an
internal
candidate,
pre-existing
Salary levels used in the illustration are Executive salaries for 2026 increased by assumed 10% inflation to arrive at 2027 base salary levels.
PSP figures reflect PSP awards proposed under the new Policy. Aside from the maximum + share price growth scenario, no share price
increase is assumed and any dividend equivalents payable are not included.
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
69
GOVERNANCE REPORT
entitlements
would
normally
be
honoured. Should the employee not
meet the shareholding guidelines at the
time of appointment, the requirement
to retain half of all vested shares until
the requirement be met would only be
applied to awards made subsequent to
the new appointment.
Wider management and employees
Remuneration
arrangements
are
determined
throughout
the
Group
based on the same principles as for the
Executive Directors. The rest of the Senior
Management team does not receive annual
bonuses or sales bonuses (sales bonuses
exist at more junior levels).
Participation in the LTIP is determined
each year, with no employee (other than
the Executive Directors and two senior
employees)
having
an
entitlement
to
participation as part of their terms of
employment. The intention is to continue
to target awards to key employees, often
different employees each year, with the aim
of achieving widespread share ownership.
Consideration of the views of employees
The Committee does not consult with
employees formally on its Remuneration
Policy for Directors. However, in our annual
meetings as NEDs with employees, we do
seek feedback on their views regarding
compensation of Executives as well as
compensation
more
generally
in
the
Company. The Policy puts consistency
in treatment as a key principle which
we believe is helpful with regard to its
perception across the Company.
The Committee, and Board more generally,
has not received any adverse comment on
board level compensation either through
our formal employee engagement activity
or through other channels. A significant
proportion
of
the
employees
of
the
Company have or are likely to benefit from
share awards made under the same terms
as those for Executive Directors.
Investor Consultation
The
Committee
consulted
with
major
shareholders in developing this Policy. The
Committee will consider shareholder views
throughout the year and at the 2025 AGM.
Assessment of the remuneration
arrangements against factors
identified in the Corporate
Governance Code 2018 (the
“Code”)
Our Policy has been designed with regard
to the six factors listed in the Code:
clarity;
simplicity;
risk;
predictability;
proportionality and alignment to culture.
Self-assessment
The below table summarises qualitative self-assessment by the Remuneration Committee of the resulting remuneration arrangements.
1
Establish an approach to, and level of,
remuneration that is likely to result in BCG
retaining its existing Executive team
Yes
2
Establish an approach to and level of
remuneration that is likely to be capable of
attracting future talent, particularly should it be
required at the Executive Director level
Probably if
internal or
from Baltics,
otherwise
probably not
3
Establish an approach which not only is
consistent with the culture of the Company but
actively supports the culture and needs of the
Company
Yes
4
Ensure that the overall level of remuneration is
modest by public company standards
Yes
5
Create a structure that is significantly simpler
than that found in the considerable majority of
public companies
Yes
6
Ensure the structure and targets are aligned with
the strategy of the business
Yes
7
Create a structure intended to be durable and
where shareholders know what to expect over a
number of years
Yes, policy
unchanged
over previous
five years
8
Articulate our Policy in a simple and transparent
way without jargon
Yes
9
Conform with public company best practices in
relation to protecting shareholders from excess
remuneration being paid in the case of general
poor business performance and particularly with
regard to any instances of unethical or more
generally, reputational damaging behaviour by
Executives. This includes Director shareholding
requirements, holding periods, Board discretion on
payment and clawback provisions
Yes
10
Set targets that are subject to auditable, objective
and independently verifiable measures without the
need for Board discretion or opaque formulae
Yes
11
Ensure that for any given absolute level of
remuneration, Executives receive it in a way that
maximises its effectiveness to them in terms of
making them feel valued
Seems to have
been achieved
to date
12
Avoid as far as possible approaches that could
give rise to significant rewards to Executives
arising incidental to their performance in running
the business
We believe so
13
Ensure that Executive remuneration does not
influence, nor is affected positively or negatively
by the decisions the Board takes on capital policy
Yes
14
Adopt a process in determining remuneration, and
in administering remuneration, which is consistent
with the focus on low costs exhibited in every
other area of the business
Yes
Clarity
We believe the Policy has clarity. Above
all, the clarity flows from the simplicity.
Clarity of outcome is further enhanced by
reducing the need and opportunity for the
Board to exercise discretion. All numbers
used in setting and measuring targets are
subject to audit and published annually.
Predictability
Predictability again flows from simplicity.
The approach has been explicitly thought
about in terms of a timeframe of at least
three years. As implemented, the most
significant element of unpredictability in
terms of outcomes may prove to be the
future path of the share price.
Simplicity
We believe the Policy is self-evidently simple.
This starts at the highest level by only having
two of what are normally five elements of
remuneration: we have salary and long-term
incentives, we do not have other benefits,
pensions or an annual bonus. The absence
of an annual bonus we consider of particular
benefit in achieving simplicity.
Proportionality
The nature and quantum of remuneration has
been considered with specific consideration
for the Baltics. The Committee retains
discretion to adjust for unseen factors of
which the most likely would be the effect of
acquisitions. We do not envisage situations
where the ultimate rewards for the Executive
Directors could be driven materially by any
other factor than the share price.
Risk
Appropriate limits are set out in the
Policy and within the plan rules. The
long-term nature of what we would
hope will be the majority of the
remuneration encourages a long-term
sustainable mindset. Clawback and
malus provisions fully meet with best
practice.
Alignment to culture
The culture of BCG is focused on
simplicity, high growth, with low costs,
and a long-term ownership mindset.
We believe this policy clearly aligns
with this culture, a belief supported
by our experience of implementing
this policy over the previous five years
since IPO.
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
70
Part 3: Annual Remuneration Report
The Remuneration Committee presents
the Annual Remuneration Report, which
together with the Chair’s introduction on
pages 60 to 61, will be put to shareholders
for an advisory (non-binding) vote at the
AGM to be held on 24 September 2025.
Sections which have been subject to audit
are noted accordingly.
Pay and benefits
The Committee has implemented the
Remuneration Policy in accordance with
the Policy approved by shareholders at
the AGM on 28 September 2022. The table
below sets out the way the Policy was
implemented in 2025 and any material
changes in the way it will be implemented
in 2026.
The Remuneration Committee reviewed
the base salaries for Executive Directors
and the fees for the Chair with regard
to 2026. The considerable majority of
employees in the business will receive a
pay rise of at least 10% for 2025. The most
recent wage inflation data for Lithuania
at the time of the review was 10.9%
(July-September 2024) compared to the
same period in 2023 as the Lithuanian
Department of Statistics only issues
average wage inflation measures every
three months.
The Remuneration Committee agreed to
a 11% pay rise for Executive Directors on
top of the phased increase in base salary
explained previously. The Remuneration
Committee also agreed to a 11% pay rise
for the Chair. The Board proposed and
agreed a 11% increase in all fees for Non-
Executive Directors.
Summary of approach to Executive remuneration
Component of pay
Implementation for 2025
Implementation for 2026
Base
salaries
CEO: €428,643
CFO: €257,186
COO: €342,914
CEO: €512,393
CFO: €307,436
COO: €409,914
Increases are in line with those for employees generally, plus
the final €25,000, €15,000, €20,000 for CEO, CFO and COO
respectively of the phased transition from pre-IPO salaries
PSP
In 2025 the Executives were awarded the
below values of three-year nominal cost
share options each:
CEO: €700,000
CFO: €300,000
COO: €500,000
Performance will be measured based on
EPS
1
for 2027 of 12.5 € cents for 25% to vest
and then straight line to 15.5 € cents for
100% to vest
In 2026 the Executives will be awarded the below values of
three-year nominal cost share options each:
CEO: €700,000
CFO: €300,000
COO: €500,000
Performance will be measured based on EPS
1
for 2028 of 14.0
€ cents for 25% to vest and then straight line to 17.5 € cents for
100% to vest
Subject to approval of the new Remuneration Policy at the
forthcoming AGM, the Executives will be awarded additional
three-year nominal cost share options of the following values:
CEO: €550,000
CFO: €300,000
COO: €400,000
Performance will be measured against the same targets.
NED fees
Chair fee: €158,268
Non-Executive Director base fee: €39,567
Senior Independent Director: €3,297
Audit and Remuneration Committee
Chairs: €9,892
Chair fee: €175,677
Non-Executive Director base fee: €43,919
Senior Independent Director: €3,660
Audit and Remuneration Committee Chairs: €10,980
Single total figure for remuneration (audited)
The remuneration of the Directors of the Company during the financial year ended 30 April 2025 for time served as a Director is as follows:
Base salary
and fees
(€ thousands)
PSP
2
(€ thousands)
Total
remuneration
(€ thousands)
Total fixed
remuneration
(€ thousands)
Total variable
remuneration
(€ thousands)
Executive
Directors
Justinas Šimkus
427
1,650
2,077
427
1,650
Lina Mačienė
257
707
964
257
707
Simonas Orkinas
341
1,178
1,519
341
1,178
Non-Executive
Directors
Trevor Mather
158
-
158
158
-
Ed Williams
53
-
53
53
-
Kristel Volver
49
-
49
49
-
Tom Hall
3
31
-
31
31
-
Jurgita Kirvaitienė
40
-
40
40
-
Rūta Armonė
4
35
-
35
35
-
1
Subject to the Remuneration Committee applying discretion for M&A and other impacts as determined by the Committee.
2
PSP 2022 will vest in July 2025 subject to EPS performance conditions for a performance period ending 30 April 2025, with 25% vesting if EPS is equal to 7.5 € cents per share,
100% vesting if EPS is equal or above 8.5 € cents per share, and straight-line vesting applied for performance between these points. EPS for the year ended 30 April 2025 is 9.3 €
cents per share, therefore 100% of the award will vest, with no discretionary adjustments applied. For the purpose of the single figure, the value of the PSP is estimated based on the
average share price for the three months ending 30 April 2025 of £3.26 / €3.83. Of the value reported, the following is attributable to share price growth from grant: €937 thousand
for Justinas Šimkus; €402 thousand for Lina Mačienė; €669 thousand for Simonas Orkinas. PSP amounts also include dividend equivalent sums paid in relation to PSP 2021 which
vested in July 2024 of € 18 thousand for Justinas Šimkus, €8 thousand for Lina Mačienė and €13 thousand for Simonas Orkinas.
3
On 18 July 2024, the Board resolved to invite Tom Hall to continue serving as a Non-Executive Director, despite the expiry of the Relationship Agreement with Apax. From that date,
Tom began receiving fees for his directorship.
4
Rūta Armonė joined the Board on 11 June 2024.
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
71
GOVERNANCE REPORT
1
The figures shown in relation to the PSP have been updated. The 2024 Annual Report figures were based on the estimated value of the PSP 2021 share option awards using a
three-month average share price to 30 April 2024 of £2.32 / €2.72. These awards vested on 27 July 2024 and therefore figures have been updated to reflect the actual share price
on the date of vesting of £2.71 / €3.21 (being the share price on 26 July 2024, the closest working day to vesting date). PSP 2021 was subject to EPS performance conditions for
a performance period ending 30 April 2024, with 25% vesting if EPS is equal to 4.0 € cents per share, 100% vesting if EPS is equal or above 5.0 € cents per share, and straight-line
vesting applied for performance between these points. EPS for the year ended 30 April 2024 was 6.5 € cents per share, therefore 100% of the award vested, with no discretionary
adjustments applied. Of the value reported, the following is attributable to share price growth from grant: €470 thousand for Justinas Šimkus; €201 thousand for Lina Mačienė; €336
thousand for Simonas Orkinas.
2
A 3-month average share price of £ 2.36 / € 2.77 was used
3
Awards are determined based on a fixed monetary value
4
PSP awards will normally be eligible to vest three years from grant (8 July 2027) based on performance in the year ending 30 April 2027 and continued employment. Performance
targets starting at EPS for 2027 of 12.5 € cents per share for 25% of the award and then in a straight line to 15.5 € cents per share for 100% vesting.
The remuneration of the Directors of the Company during the financial year ended 30 April 2024 for time served as a Director was as follows:
Base salary
and fees
(€ thousands)
PSP
1
(€ thousands)
Total
remuneration
(€ thousands)
Total fixed
remuneration
(€ thousands)
Total variable
remuneration
(€ thousands)
Executive
Directors
Justinas Šimkus
361
1,166
1,527
361
1,166
Lina Mačienė
216
500
716
216
500
Simonas Orkinas
291
832
1,123
291
832
Non-Executive
Directors
Trevor Mather
145
-
145
145
-
Ed Williams
48
-
48
48
-
Kristel Volver
45
-
45
45
-
Tom Hall
-
-
-
-
-
Jurgita Kirvaitienė
36
-
36
36
-
PSP awards during the year (audited)
Nominal cost share options granted in the year under the PSP scheme are shown below.
PSP
awards
Date of grant
Number
of shares
granted
Share price
used
2
(€)
Face value of
award
3
(€ thousands)
Multiple
of salary
% award vesting
at threshold
(% of maximum)
Performance period
4
CEO
8 July 2024
252,674
2.77
700
163%
25%
1 May 2026 - 30 April 2027
CFO
8 July 2024
108,289
2.77
300
117%
25%
1 May 2026 - 30 April 2027
COO
8 July 2024
180,481
2.77
500
146%
25%
1 May 2026 - 30 April 2027
Share options under PSP held by the Executive Directors and not exercised as at 30 April 2025 (audited)
Date granted
PSP awards
held as at 30
April 2024
Granted
in the year
Vested
in the year
PSP awards
held as at 30
April 2025
Vesting date
Expiry date
Justinas Šimkus
PSP 2021
27 July 2021
364,611
-
(364,611)
-
27 July 2024
27 July 2031
PSP 2022
12 July 2022
427,557
-
-
427,557
12 July 2025
12 July 2032
PSP 2023
5 July 2023
370,520
-
-
370,520
5 July 2026
5 July 2033
PSP 2024
8 July 2024
-
252,674
-
252,674
8 July 2027
8 July 2034
Total:
1,162,688
252,674
(364,611)
1,050,751
Lina Mačienė
PSP 2021
27 July 2021
156,262
-
(156,262)
-
27 July 2024
27 July 2031
PSP 2022
12 July 2022
183,239
-
-
183,239
12 July 2025
12 July 2032
PSP 2023
5 July 2023
158,794
-
-
158,794
5 July 2026
5 July 2033
PSP 2024
8 July 2024
-
108,289
-
108,289
8 July 2027
8 July 2034
Total:
498,295
108,289
(156,262)
450,322
Simonas Orkinas
PSP 2021
27 July 2021
260,436
-
(260,436)
-
27 July 2024
27 July 2031
PSP 2022
12 July 2022
305,398
-
-
305,398
12 July 2025
12 July 2032
PSP 2023
5 July 2023
264,657
-
-
264,657
5 July 2026
5 July 2033
PSP 2024
8 July 2024
-
180,481
-
180,481
8 July 2027
8 July 2034
Total:
830,491
180,481
(260,436)
750,536
Directors’ Remuneration Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
72
All the PSP awards listed on the previous
page have exercise price of £0.01 and are
subject to a three-year service condition
and a performance condition that is based
on EPS measure:
PSP 2021: performance target period 1
May 2023 - 30 April 2024 with a target of
4 € cents per share for 25% of the award
and then in a straight line to 5 € cents
per share for 100% vesting;
PSP 2022: performance target period 1
May 2024 - 30 April 2025 with a target
of 7.5 € cents per share for 25% of the
award and then in a straight line to 8.5
€ cents per share for 100% vesting; and
PSP 2023: performance target period 1
May 2025 - 30 April 2026 with a target
of 9.5 € cents per share for 25% of the
award and then in a straight line to 12.0
€ cents per share for 100% vesting.
PSP 2024: performance target period 1
May 2026 - 30 April 2027 with a target
of 12.5 € cents per share for 25% of the
award and then in a straight line to 15.5
€ cents per share for 100% vesting.
Beneficially
owned shares
1
Number
of awards held
under the PSP
conditional on
performance
Number
of vested but
unexercised
nominal cost
options
Target
shareholding
guideline
(€ m)
Shareholding
value
(€ m)
2
Executive
Directors
Justinas Šimkus
12,364,611
1,050,751
-
1.0
49.4
Lina Mačienė
1,396,390
450,322
-
0.5
5.6
Simonas Orkinas
1,760,436
750,536
-
0.5
7.0
Non-Executive
Directors
Trevor Mather
3,198,300
-
-
-
12.8
Ed Williams
5,081,418
-
-
-
20.3
Kristel Volver
515,151
-
-
-
2.1
Tom Hall
500,000
-
-
-
2.0
Jurgita Kirvaitienė
-
-
-
-
-
Rūta Armonė
-
-
-
-
-
1
Includes shares owned by connected persons. Only beneficially owned shares count towards the shareholding guideline. There have been no changes in share ownership between
30 April 2025 and 27 June 2025.
2
Based on the share price at close of business on 30 April 2025 of £3.40 / €3.99; multiplied by the number of beneficially owned shares.
3
The first PSP award vested in July 2024. No PSP awards vested during 2023 and 2022.
4
The CEO total remuneration figure in relation to 2024 has been restated. The 2024 Annual Report figures were based on the estimated value of the PSP 2021 share option awards
using a three-month average share price to 30 April 2024 of £2.32 / €2.72. These awards vested on 27 July 2024 and therefore figures have been updated to reflect the actual share
price on the date of vesting of £2.71 / €3.21 (being the share price on 26 July 2024, the closest working day to vesting date).
5
2022 was a transition year for the Group as it moved from being a private company to a public listed company. The 2022 remuneration figure includes lower remuneration in the
first two months of 2022 prior to IPO.
Dilution of share capital by
employee share plans
All existing PSP awards can be satisfied
from shares held in the Baltic Classifieds
Group
PLC’s
Employee
Benefit
Trust
("EBT"). It is intended that the 2025 PSP
awards will also be settled from shares
planned to be purchased into the EBT
without any requirement to issue further
shares.
Share interests (audited)
Executive
Directors
are
required
to
maintain a certain minimum level of
shareholding in the Company: €1 million
for the CEO and €0.5 million for other
Executive Directors. In relation to existing
Executive Directors, the minimum value
of shareholding acts as a restriction on
selling shares to the extent that doing so
would cause the shareholding to fall below
the minimum shareholding guideline. All
existing Executive Directors meet their
shareholding guideline. In the event of the
appointment of a new Executive Director
with no shares or fewer shares than the
minimum shareholding guideline applied
to them, they will be expected to retain at
least half of any award of shares made to
them by the Company that vest until the
guideline is met. Non-Executive Directors
do not have shareholding guidelines.
Awards held under the PSP are subject to
a holding period of two years after vesting.
The following table sets out the number of
shares held or potentially held by Directors
(including their connected persons where
relevant) as at 30 April 2025.
Directors’ Remuneration Report
continued
TSR performance
The graph on the right shows the TSR
performance of the Company for the
financial year ended on 30 April 2025,
against the FTSE All-Share index. This
peer group was selected as it represents
a broad equity market index, of which
the Company is a constituent. The TSR
graph shows the growth in the value of a
hypothetical holding of £100 invested on
30 June 2021 and will be updated yearly
with the intention to build up to a 10-year
rolling period in future annual reports.
CEO remuneration
The table on the right summarises the
CEO single figure and the proportion of
PSP awards vesting in that year as a
percentage of the maximum opportunity.
Like the TSR chart, this table will be
updated annually to build up to a 10-year
rolling period.
CEO single figure
2025
2024
4
2023
2022
5
CEO total remuneration (€ thousands)
2,077
1,527
301
220
PSP vesting (% of maximum)
3
100%
100%
-
-
TSR Performance (rebased)
50
0
100
150
200
250
Apr
2025
Sep
2023
Aug
2022
Oct
2024
Mar
2024
Feb
2023
Jan
2022
Jul
2021
Baltic Classifieds Group PLC
FTSE All Share
Baltic Classifieds Group PLC Annual Report and Accounts 2025
73
GOVERNANCE REPORT
Percentage change in the remuneration
The table below sets out the percentage change in the
remuneration of all the Directors of the Company compared with
the average of all employees between 2024 and 2025, based on
the figures shown in the single total figure for remuneration tables
on page 70.
Change in salary and fees (%)
4
2025
2024
2023
5
Executive
Directors
Justinas Šimkus
18%
20%
37%
Lina Mačienė
19%
19%
19%
Simonas Orkinas
17%
20%
32%
Non-Executive
Directors
Trevor Mather
9%
10%
34%
Ed Williams
9%
10%
34%
Kristel Volver
9%
10%
34%
Tom Hall
1
n/a
n/a
n/a
Jurgita Kirvaitienė
2
9%
15%
n/a
Rūta Armonė
3
n/a
n/a
n/a
Average employee
9%
10%
12%
Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for
all employees compared to distributions to shareholders. The
average number of full-time equivalent employees has also
been included for context. Revenue and EBITDA have also been
disclosed as these are two key measures of Group performance.
2025
2024
Change
(€ thousands)
(€ thousands)
%
Employee costs (refer to note
8 to the consolidated financial
statements)
12,158
11,012
10%
Dividends paid to shareholders
(refer to note 18 to the
consolidated financial
statements)
15,880
13,252
20%
Purchase of own shares (refer
to note 17 to the consolidated
financial statements)
13,553
19,442
(30%)
Average number of full-time
equivalent employees (refer
to note 8 to the consolidated
financial statements)
148
136
9%
Revenue (refer to Consolidated
statement of profit or loss and
other comprehensive income)
82,811
72,067
15%
EBITDA (refer to note 4 to
the consolidated financial
statements)
64,382
55,255
17%
CEO pay ratio
The Company has less than 250 employees in the UK and therefore
is not required to disclose the CEO pay ratio.
Pension entitlements
The Company does not operate a pension scheme.
1
On 18 July 2024, the Board resolved to invite Tom Hall to continue serving as a Non-Executive Director, despite the expiry of the Relationship Agreement with Apax. From that date,
Tom began receiving fees for his directorship.
2
Jurgita Kirvaitienė started her directorship in 2023 (17 May 2022).
3
Rūta Armonė started her directorship in 2025 (11 June 2024).
4
Changes in remuneration of the three Executive Directors in years 2023 to 2025 include an unwinding element of a five-year salary discount as the Company transitions from a
previous private company to public company salary levels.
5
2022 was a transition year for the Group as it moved from being a private company to a public listed company. The percentage changes set out above for 2023 are partly as a result
of lower remuneration (nil in the case of Non-Executive Directors) in the first two months of 2022 prior to IPO. Change in remuneration based on annualised emoluments after IPO
was 21% for Executive Directors and 10% for Non-Executive Directors.
6
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
Directors’ Remuneration Report
continued
Executive Directors’ service contracts
The details of each Executive Director’ service contract are noted
in the following table:
Date of service
contract
Notice period
Justinas Šimkus
3 June 2021
12 months
Lina Mačienė
3 June 2021
6 months
Simonas Orkinas
3 June 2021
6 months
Non-Executive Directors’ terms of appointment
The date of appointment and the length of service for each NED
are shown in the following table:
Date of appointment
Length of service
as at 2025 AGM
Trevor Mather
2 June 2021
4 years
Ed Williams
2 June 2021
4 years
Kristel Volver
2 June 2021
4 years
Tom Hall
2 June 2021
4 years
Jurgita Kirvaitienė
17 May 2022
3 years
Rūta Armonė
11 June 2024
1 year
Payments for loss of office and/or payments to
former Directors (audited)
No payments for loss of office, nor payments to former Directors
were made during 2025 or 2024.
Executive Directors’ external appointments
External appointments are listed on pages 42 to 43.
Voting outcomes at AGMs
The table below shows full details of the voting outcomes for the
Directors’ Remuneration Report and the Remuneration Policy:
2024 AGM:
Directors’ Remuneration
Report (advisory)
2022 AGM:
Remuneration Policy
(binding)
Votes for
373,113,452
289,702,212
% Votes for
96.75
97.77
Votes against
12,538,558
6,618,726
% Votes against
3.25
2.23
Votes withheld
6
-
1,354,304
The existing Remuneration Policy is unchanged from that
appearing on pages 79 to 94 of our 2022 Annual Report.
Shareholders will vote on Remuneration Policy at the forthcoming
AGM on 24 September 2025.
On behalf of the Board
Ed Williams
Chair of the Remuneration Committee
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
74
The Directors of Baltic Classifieds Group PLC, present their report, together with the audited accounts for the year ended 30 April 2025.
The Directors’ Report comprises the Corporate Governance Report on pages 41 to 73 and this Directors’ Report on pages 74 to 78.
Directors’ Report
Additional disclosures
Other information that is relevant to this report is incorporated by reference, including
information required in accordance with the UK Companies Act 2006 and associated
regulations, UK Listing Rules (UKLRs) and Disclosure Guidance and Transparency
Rules (DTRs). For the purpose of DTR 4.1.8 R, the management report is made up of
the Strategic Report and the relevant parts of this Directors’ Report. The Corporate
Governance Statement required under DTR 7.2.1 comprises the content on pages 44 to
45.
The Strategic Report and the Directors’ Report, together with the sections of this Annual
Report and Accounts incorporated by reference, have been drawn up and presented in
accordance with and in reliance upon applicable English company law and the liabilities
of the Directors in connection with that report, shall be subject to the limitations and
restrictions provided by such law.
The following sets out where items required to be included in this report under Schedule
7 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, which are not located in the Directors’ Report, can be found:
Topic
Section of the report
Page
Likely future developments
CEO Statement
Moving our Strategy Forward
6
14
Financial instruments and
financial risk management
Notes to the consolidated financial
statements
89
Employees with disabilities
Sustainability Report: Diversity and inclusion
29
Employee engagement
Strategic Report: Section 172(1) Statement
Sustainability Report: Employee engagement
and wellbeing
Corporate Governance Report: Stakeholder
engagement
37
30
46
Engagement with suppliers,
customers and other stakeholders
Strategic Report: Section 172(1) Statement
37
Information required to be included in the Annual Report and Accounts by UKLR 6.6.1R
and UKLR 6.6.6R where relevant can be found in this document as indicated in the table
below:
Topic
Section of the report
Page
UKLR 6.6.1R
Significant related party
agreements
Directors’ Report
76
Waiver of dividends
Directors’ Report
74
UKLR 6.6.6R
Directors’ interests in shares
Directors’ Remuneration Report
72
Significant shareholdings
Directors’ Report
75
Going concern and viability
statements
Strategic Report
40
Authority to purchase own shares
Directors’ Report
76
Corporate Governance Code
compliance
Corporate Governance Report
44
Director’s service contracts
Directors’ Remuneration Report
73
TCFD disclosures
The Task Force for Climate-Related Financial
Disclosure Report
24
Board diversity targets
Corporate Governance Statement 2025
44
Results and dividends
The financial statements set out the
results of the Group for the financial year
ended 30 April 2025, and are shown on
pages 85 to 121.
The Company declared an interim dividend
on 5 December 2024 of 1.2 € cents per
ordinary share which was paid on 24
January 2025. The Directors recommend
a final dividend of 2.6 € cents per ordinary
share, bringing the total dividend per
ordinary share to 3.8 € cents, for the year
ended 30 April 2025. Subject to approval
at the 2025 AGM, the final dividend,
approximating €12.5 million, will be paid
on 17 October 2025 to shareholders on
the register of members on 12 September
2025.
The trustee of the Baltic Classifieds Group
PLC Employee Benefit Trust (the “EBT”)
holds shares in respect of employee share
options has agreed to waive the right to
dividend payments on shares held within
the EBT.
2025 Annual General Meeting
Baltic Classifieds Group PLC’s 2025 AGM
will be held at Esperanza, Paunguriai,
Trakai District, Vilnius County 21282,
Lithuania on 24 September 2025 at 11.00
am local time. The Notice of the Meeting
together
with
explanatory
notes
is
contained in the circular to shareholders
that accompanies the Annual Report and
Accounts.
The Company will, at the AGM, continue to
seek authority to allot shares on the basis
of the authorities sought in the 2024 AGM.
At the 2024 AGM held in September 2024,
all resolutions were successfully passed
with the requisite majority. In the event
we receive 20% or more votes against
a recommended resolution at a general
meeting, we would announce the actions
we intend to take to engage with our
shareholders to understand the result
in accordance with the Code. We would
follow this announcement with a further
update within six months of the meeting,
with an overview of our shareholders’
views on the resolutions and the remedial
actions we have taken.
Articles of Association
The Company has not adopted any special
rules regarding the amendment of the
Articles of Association. Any amendments
to the Articles may be made in accordance
with the provisions of the Companies
Act 2006, by way of a special resolution
of the Company’s shareholders at a
general meeting. The existing Articles
of Association were adopted on 29 June
2021.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
75
GOVERNANCE REPORT
Substantial interests in shares
The table below shows the holdings in the Company’s issued share capital which had
been notified to the Company pursuant to the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules as at 30 April 2025.
The information below was correct at the date of notification. It should be noted that
these holdings may have changed since the Company was notified.
Number of
ordinary shares
Percentage of
issued share
capital
Date of
notification
of interest
Blacksheep Master Fund Limited
28,573,740
5.900000
16 April 2025
FMR LLC
23,752,730
4.904000
17 March 2025
BlackRock, Inc.
29,854,595
6.150000
3 March 2025
Kayne Anderson Rudnick
Investment Management, LLC
34,109,363
7.042250
6 February 2025
Vor Capital LLP
24,077,494
4.970000
8 October 2024
The Capital Group Companies, Inc.
26,041,232
5.334344
4 June 2024
These figures represent the number of shares and percentage held as at the date of
notification to the Company.
The following notifications have been received between 30 April 2025 and 27 June 2025.
Number of ordinary
shares
Percentage of
issued share
capital
Date of
notification
of interest
Kayne Anderson Rudnick
Investment Management, LLC
33,832,791
6.985150
13 June 2025
FMR LLC
24,631,403
5.085400
13 June 2025
Blacksheep Master Fund Limited
23,645,649
4.881907
2 June 2025
Directors
Details of the Directors of the Company who were in office during the year under review
are set out on pages 42 to 43.
Data on the diversity of the individuals on the Board and Executive team as required by
UK Listing Rule 6.6.6R (10) is set out below, as at a reference date of 30 April 2025. The
data was obtained by asking the Board and Executive Management targeted questions
relating to gender and ethnicity.
Number
of Board
members
Percentage
of the
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
1
Percentage
of Executive
Management
Gender
Men
5
55.6
3
2
50
Women
4
44.4
1
2
50
Not specified/prefer not to say
-
-
-
-
-
Ethnic background
White British or other White
(including minority-white groups)
9
100
4
4
100
Mixed/Multiple Ethnic Groups
-
-
-
-
-
Asian/Asian British
-
-
-
-
-
Black/African/Caribbean/Black
British
-
-
-
-
-
Other ethnic group
-
-
-
-
-
Not specified/ prefer not to say
-
-
-
-
-
Powers of the Directors
Subject to the Company’s Articles of Association (the “Articles”), the Companies Act 2006
and any special resolution of the Company, the business of the Company is managed by
the Board, who may exercise all the powers of the Company. In particular, the Board may
exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to
mortgage or charge any of its undertakings, property, assets and uncalled capital and
to issue debentures and other securities and to give security for any debt, liability or
obligation of the Company or of any third party.
1
Executive Management is defined here as the three Executive Directors and the Company Secretary.
Directors’ Report
continued
Appointment and replacement of
Directors
The appointment and replacement of
Directors is governed by the Articles, the
Code, the Companies Act 2006 and related
legislation.
Directors may be appointed by ordinary
resolution of the Shareholders, or by
the Board. Appointment of a Director
from
outside
the
Group
is
on
the
recommendation
of
the
Nomination
Committee, whilst internal promotion is
a matter decided by the Board unless
it
is
considered
appropriate
for
a
recommendation to be requested by the
Nomination Committee.
Pursuant to the Relationship Agreement,
the Major Shareholder was able to appoint
one Non-Executive Director to the Board
for so long as it (together with any of its
Associates) held voting rights over 10%
or more of the Company’s issued share
capital. The Major Shareholder’s first
appointed representative Director was
Tom Hall. Following the Major Shareholder
selling down its remaining stake on 17
July 2024 and subsequent termination
of the Relationship Agreement, the Major
Shareholder no longer has a right to
nominate a Director to the Board. However,
the Board has invited Tom Hall to continue
as
a
Non-Executive
Director
of
the
Company, given his valuable contribution
to the Board over the last three years.
A Director appointed by the Board, holds
office only until the next Annual General
Meeting of the Company and is then
eligible
for
re-appointment.
At
every
Annual General Meeting of the Company,
each Director shall retire from office
and may offer himself or herself for re-
appointment by the members.
The Company may, by special resolution,
remove any Director before the expiration
of their period of office.
The office of a Director shall be vacated
if: (i) they resign; (ii) their resignation is
requested by all of the other Directors (not
fewer than three in number); (iii) they have
been suffering from mental or physical ill
health and the Board resolves that their
office be vacated; (iv) they are absent
without the permission of the Board from
meetings of the Board (whether or not an
alternative Director appointed by them
attends) for six consecutive months and
the Board resolves their office is vacated;
(v) they become bankrupt; (vi) they are
prohibited by law from being a Director;
(vii) they cease to be a Director by virtue
of the Companies Act 2006; or (viii) they
are removed from office pursuant to the
Articles.
Directors’ indemnities and
insurance
The
Company
maintains
appropriate
Directors’ and Officers’ liability insurance
cover in respect of any potential legal
action brought against its Directors. The
Company
has
also
indemnified
each
Director to the extent permitted by law,
against any liability incurred in relation to
Baltic Classifieds Group PLC Annual Report and Accounts 2025
76
acts or omissions arising in the ordinary
course of their duties. The indemnity
arrangements are qualifying indemnity
provisions under the Companies Act 2006
and were in force throughout the year.
Significant related party
agreements
During the year under review, neither the
Company nor its subsidiaries entered
into any contract of significance with any
related parties, other than those disclosed
in note 22 to the financial statements.
Share capital
The Company’s authorised and issued
share
capital
as
at
30
April
2025,
comprised a single class of ordinary
shares of £0.01 each which are listed on
London Stock Exchange. As at 30 April
2025,
the
Company
had
484,352,679
ordinary shares in issue and 3,137,381
were held in Employee Benefit Trust. As at
27 June 2025, being the last practicable
date prior to publication of this report, the
Company’s issued share capital comprised
484,352,679 fully paid ordinary shares and
3,137,381 shares were held in Employee
Benefit Trust. The Company does not hold
any shares in treasury.
Purchase of own shares
TThe
Company
was
authorised
by
its Shareholders at the 2024 AGM, to
purchase its own shares up to a maximum
amount equivalent to approximately 10%
of its issued share capital. The purpose
of the share buyback programme was
to reduce the Company’s share capital
and for satisfying share option awards
in the future. During the financial year,
the
Company
purchased
5,391,748
ordinary shares with nominal value of
£53,917, representing 1.1% of its issued
share capital at the start of the year. The
average price paid per share was £2.47
(€2.94) with the total consideration paid of
€15,916 thousand, including €80 thousand
of transaction costs. Of these shares,
4,200,000
were
purchased
off-market
from the Major Shareholder at an average
price of £2.47 per share and an aggregate
cost of €12,405 thousand including €62
thousand of transaction costs. During
the year, 800,000 shares (with a nominal
value of £8,000, representing 0.2% of the
issued share capital at the start of the
year) were transferred to Employee Benefit
Trust for satisfying employee share option
awards in the future and the remaining
4,591,748 shares (with nominal value of
£45,917, representing 0.9% of the issued
share capital at the start of the year) were
cancelled. The Directors will seek to renew
this authority at the forthcoming AGM.
Details of the ordinary share capital
and shares cancelled during the year,
can be found in note 16 to the financial
statements.
Details of shares bought back during the
year for cancellation and into Employee
Benefit Trust can be found in notes 16 and
17 to the financial statements.
Rights and restrictions attaching
to shares
The Company’s shares when issued, are
credited as fully paid and free from all
liens, equities, charges, encumbrances
and other interests. All shares have the
same rights (including voting and dividend
rights and rights on return of capital) and
restrictions as set out in the Articles of
Association.
Except
in
relation
to
dividends
that
may
have
been
declared
and
rights
on
liquidation
of
the
Company,
the
Shareholders have no rights to share in
the profits of the Company.
The Company’s shares are not redeemable.
However, the Company may purchase or
contract to purchase, any of the shares on
or off market, subject to the Companies
Act 2006 and the requirements of the UK
Listing Rules.
Subject to the Articles of Association,
the
Companies
Act
2006
and
other
Shareholders’
rights,
shares
in
the
Company may be issued with such rights
and restrictions as the Shareholders may
by ordinary resolution decide, or if there
is no such resolution, as the Board may
decide, provided it does not conflict with
any resolution passed by the shareholders.
These rights and restrictions will apply to
the relevant shares as if they were set out
in the Articles of Association. Subject to
the Articles of Association, the Companies
Act 2006 and other shareholders’ rights,
unissued shares are at the disposal of the
Board.
Voting rights
Shareholders will be entitled to vote at
a general meeting whether on a show
of hands or a poll, as provided in the
Companies Act 2006.
Where a proxy is given discretion as to
how to vote on a show of hands, this will
be treated as an instruction by the relevant
shareholder to vote in the way in which the
proxy decides to exercise the discretion.
This is subject to any special rights or
restrictions as to voting which are given
to any shares or upon which any shares
may be held at the relevant time and to
the Articles of Association. The Articles
currently provide that proxy forms must
be submitted not less than 48 hours
(excluding non-working days) before the
relevant meeting or adjourned meeting, 24
hours before the time appointed for taking
a poll if the poll is taken more than 48
hours after it was demanded, or 48 hours
before the commencement of the meeting
if the poll is taken immediately or within 48
hours of being demanded.
If more than one joint holder votes
(including voting by proxy), the only vote
which will count is the vote of the person
whose name is listed first on the register
for the share.
Shares in Employee Benefit Trust
The trustee of the Employee Benefit
Trust (the “EBT”), holds shares in respect
of employee share options that have
not been exercised or vested. The EBT
abstains from voting in respect of these
shares. The trustee has agreed to waive
the right to dividend payments on shares
held within the EBT.
Restrictions on voting
Unless the Directors decide otherwise, a
shareholder cannot attend or vote at any
general meeting of the Company or upon
a poll or exercise any other right conferred
by membership in relation to general
meetings or polls if they have not paid all
amounts relating to those shares which
are due at the time of the meeting, or if they
have been served with a restriction notice
(as defined in the Articles of Association)
after failure to provide the Company with
information concerning interests in those
shares required to be provided under the
Companies Act 2006.
The
Company
is
not
aware
of
any
agreements between shareholders that
may result in restrictions of voting rights.
Restrictions on transfer of
securities in the Company
There are no specific restrictions on the
transfer of securities in the Company,
which is governed by its Articles of
Association and prevailing legislation.
The transferor of a share is deemed to
remain the holder until the transferee’s
name is entered in the register. The Board
can decline to register any transfer of any
share that is not a fully paid share. The
Company does not currently have any
partially paid shares.
The Board may also decline to register
a transfer of a certified share unless the
instrument of transfer: (i) is duly stamped or
certified or otherwise shown to be exempt
from stamp duty and is accompanied by a
relevant share certificate; (ii) is in respect
of only one class of share; and (iii) if to
joint transferees, is in favour of not more
than four such transferees. Registration of
a transfer of an uncertified share may be
refused in the circumstances set out in the
Uncertified Securities Regulations 2001.
Certain restrictions are also imposed by
laws and regulations (such as insider
trading requirements relating to closed
periods)
and
requirements
of
the
Company’s share dealing code whereby
Directors and certain employees of the
Company require approval to deal in the
Company’s securities.
The
Company
is
not
aware
of
any
agreements between shareholders that
may result in restrictions on the transfer
of securities.
Directors’ Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
77
GOVERNANCE REPORT
Change of control
The Group’s term loan and credit facility
arrangements contain provisions that,
where the parties are unable to agree the
implications of any change of control,
on notice being given to the Group, the
lenders may exercise their discretion to
require repayment of a loan under the
agreement concerned.
Compensation for loss of office
There
are
no
additional
agreements
between the Company and its Directors or
employees providing for compensation for
loss of office or employment that occurs
because of a takeover bid, except that
provisions of the Company’s share option
plans may allow options and awards
granted to Directors and employees to
vest on a takeover.
Post-balance sheet events
Details of post-balance sheet events
are given in note 28 to the consolidated
financial statements.
Company status and branches
Baltic Classifieds Group PLC is the holding
company of the Baltic Classifieds group
of companies and has no branches. It
is listed on the London Stock Exchange
and is registered in England and Wales
(company number 13357598).
Statement of Engagement
with Employees - Sch 7.11(1)
(b) The Large and Medium-
sized Companies and Groups
(Accounts and Reports)
Regulations 2008
The engagement method used by the
Board for the purposes of Provision 5 of the
Code is that the Executive Directors take
direct responsibility for workforce related
issues and the CEO, CFO and COO provide
updates at every Board meeting which
includes relevant workforce updates. The
Non-Executive Directors rotate to attend
sessions with Group employees twice a
year. This engagement method is effective
due to the management structure of the
Group. The Board is particularly hands-on,
engaged and committed to ensuring that
it understands the composition and views
of employees.
We have a dynamic and motivated team
that enjoys working together. We believe
this is the cornerstone to our strength and
continued long-term success. It is vital
for the Group’s long-term success that we
nurture an environment where people feel
valued, motivated, and able to develop.
At the year end, the Group had 167
employees (on a headcount basis) and
an experienced Senior Management team
with an average tenure at the Group of 11
years.
The Company is an equal opportunities
employer and we are working hard to create
an environment for our employees that is
free from discrimination, harassment, and
victimisation, reflecting our commitment
to creating a diverse workforce and an
inclusive environment that supports all
individuals irrespective of their gender,
age, race, disability, sexual orientation, or
religion.
This statement should be read in
conjunction with Engagement with
our stakeholders on page 46, the
Non-Financial and sustainability
information statement on page 36 and
Board principal decisions on page 48.
Statement of Engagement with
Other Business Relationships -
Sch 7.11B(1) The Large and
Medium-sized Companies and
Groups (Accounts and Reports)
Regulations 2008
The Directors have regard for the need
to
foster
the
Company’s
business
relationships with suppliers, customers
and others, and the effect of that regard,
including on the principal decisions taken
by the Company during the financial year.
This statement should be read in
conjunction with our Section 172(1)
Statement and Engagement with our
stakeholders on pages 37 and 46,
the Non-financial and sustainability
information statement on page 36 and
Board principal decisions on page 48.
Political donations
There were no political donations made
during the financial year (€nil in previous
financial year).
Research and development
activities
The Company has dedicated in-house
software
design
and
development
teams, with primary focus on IT and
improvements to customer interfaces.
The
Group’s
approach
to
technology
development continues to be such that
the Group develops its core infrastructure
through
small-scale,
maintenance-like
incremental improvements.
Greenhouse gas emissions
In
line
with
our
commitment
to
transparent and best practice reporting,
we have included a Sustainability Report
on pages 22 to 36. This includes our
Task Force on Climate-related Financial
Disclosures (“TCFD”) and our Streamlined
Energy and Carbon Reporting (“SECR”)
disclosures on pages 27 to 28, along
with our annual Greenhouse Gas (“GHG”)
emissions footprint and an intensity ratio
appropriate for our business, which fulfil
the requirements of the Companies Act
2006 (Strategic and Directors’ Report)
Regulations 2013.
Disclosure of information to the
auditor
KPMG LLP was re-appointed as the
Group’s auditor (pursuant to the passing
of Resolution 13 at the 2024 AGM).
In accordance with Section 418 of the
Companies Act 2006, the Directors who
held office at the date of approval of this
Directors’ Report confirm that, so far as
they are each aware, there is no relevant
audit information of which the Company’s
auditor is unaware and that each Director
has taken all the steps that they ought
to have taken as a Director to make
themselves aware of any relevant audit
information and ensure that the auditor is
aware of such information.
Statement of Directors’
responsibilities in respect of the
Annual Report and Accounts
The Directors are responsible for preparing
this Annual Report and Accounts and for
the Group and parent Company financial
statements in accordance with applicable
law and regulations.
Company
law
requires
the
Directors
to prepare Group and parent Company
financial statements for each financial
year. Under that law they are required to
prepare the Group financial statements in
accordance with UK-adopted international
accounting
standards
and
applicable
law and have elected to prepare the
parent
Company
financial
statements
in
accordance
with
United
Kingdom
Accounting
Standards
and
applicable
law, including FRS 102 “The Financial
Reporting Standard applicable in the
UK and Republic of Ireland”. The Group
financial statements are also prepared in
accordance with IFRS adopted pursuant
to Regulation (EC) No. 1606/2002 as it
applied in the European Union.
Under company law the Directors must not
approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the Group
and parent Company and of the Group’s
profit or loss for that period. In preparing
each of the Group and parent Company
financial statements, the Directors are
required to:
select suitable accounting policies and
then apply them consistently;
make judgements and estimates that
are reasonable, relevant, reliable and, in
respect of the parent Company financial
statements only, prudent;
for the Group financial statements,
state whether they have been prepared
in
accordance
with
UK-adopted
international accounting standards and
IFRS adopted pursuant to Regulation
(EC) No. 1606/2002 as it applied in the
European Union;
Directors’ Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
78
for
the
parent
Company
financial
statements, state whether applicable
UK accounting standards have been
followed,
subject
to
any
material
departures disclosed and explained
in
the
parent
Company
financial
statements;
assess the Group and parent Company’s
ability to continue as a going concern,
disclosing,
as
applicable,
matters
related to going concern; and
use
the
going
concern
basis
of
accounting unless they either intend
to liquidate the Group or the parent
Company or to cease operations, or
have no realistic alternative but to do
so.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the parent
Company’s
transactions
and
disclose
with reasonable accuracy at any time,
the
financial
position
of
the
parent
Company and enable them to ensure that
its financial statements comply with the
Companies Act 2006. They are responsible
for such internal control as they determine
is necessary to enable the preparation
of financial statements that are free
from
material
misstatement,
whether
due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them, to safeguard the
assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations,
the Directors are also responsible for
preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report
and
Corporate
Governance
Statement
that complies with that law and those
regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on
the Company’s website. Legislation in
the UK, governing the preparation and
dissemination of financial statements,
may
differ
from
legislation
in
other
jurisdictions.
In accordance with Disclosure Guidance
and Transparency Rules 4.1.15R - 4.1.18R,
the financial statements will form part of
the annual financial report prepared using
electronic reporting format. The auditor’s
report
on
these
financial
statements
provides no assurance over the electronic
reporting format.
Directors’ confirmations
We confirm that to the best of our
knowledge:
the financial statements, prepared in
accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of
the Company and the undertakings
included in the consolidation taken as
a whole; and
the
Strategic
Report
includes
a
fair
review
of
the
development
and
performance
of
the
business
and the position of the issuer and
the
undertakings
included
in
the
consolidation
taken
as
a
whole,
together with a description of the
principal risks and uncertainties that
they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair,
balanced
and
understandable
and
provides
the
information
necessary
for shareholders to assess the Group’s
position
and
performance,
business
model and strategy.
The Directors’ Report is approved by the
Board and signed on its behalf by
Justinas Šimkus
Chief Executive Officer
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
79
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Members of Baltic Classifieds Group PLC
1. Our opinion is unmodified
We have audited the financial statements
of Baltic Classifieds Group PLC (“the
Company”) for the year ended 30 April
2025 which comprise the Consolidated
Statement of Profit or Loss and Other
Comprehensive Income, Consolidated and
Company Statement of Financial Position,
Consolidated and Company Statement
of
Changes
in
Equity,
Consolidated
Statement of Cash Flows and the related
notes, including the accounting policies in
note 3 to the Group financial statements
and note 1 to the parent Company financial
statements.
In our opinion:
the financial statements give a true and
fair view of the state of the Group’s and
of the parent Company’s affairs as at 30
April 2025 and of the Group’s profit for
the year then ended;
the Group financial statements have
been properly prepared in accordance
with
UK-adopted
international
accounting standards;
the
parent
Company
financial
statements have been properly prepared
in accordance with UK accounting
standards,
including
FRS
102
The
Financial Reporting Standard applicable
in the UK and Republic of Ireland; and
the financial statements have been
prepared
in
accordance
with
the
requirements of the Companies Act
2006.
Additional opinion in relation to IFRS as
adopted by the EU
As explained in note 2 to the Group
financial
statements,
the
Group,
in
addition to complying with its legal
obligation
to
apply
UK-adopted
international accounting standards, has
also applied IFRS Accounting Standards
adopted pursuant to Regulation (EC) No.
1606/2002 as it applied in the European
Union (“IFRS as adopted by the EU").
In
our
opinion
the
group
financial
statements have been properly prepared
in accordance with IFRS as adopted by
the EU.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law.
Our
responsibilities are described below.
We
believe that the audit evidence we have
obtained is a sufficient and appropriate
basis for our opinion.
Our audit opinion
is consistent with our report to the audit
committee.
We were first appointed as auditor by the
shareholders on 17 August 2021. The
period of total uninterrupted engagement
is for the 4 financial years ended 30
April 2025.
We have fulfilled our ethical
responsibilities under, and we remain
independent of the Group in accordance
with, UK ethical requirements including
the FRC Ethical Standard as applied to
listed public interest entities.
No non-
audit services prohibited by that standard
were provided.
Overview
Materiality:
Group financial
statements as a whole
€1.94m (2024:€1.27m)
3.8% (2024: 3.6%) of Group profit
before tax
Key audit matters
vs 2024
Recurring risks
Advertising and Listings
Revenue
Recoverability of Parent
Company’s Investment in
Subsidiaries
Baltic Classifieds Group PLC Annual Report and Accounts 2025
80
The risk
Our response
Advertising and Listings revenue
(€78.4 million; 2024: € 68.3m)
Refer to page 57 Audit Committee
Report, page 91 accounting policy
and pages 98 to 99 note 6 of financial
disclosures.
Revenue:
Advertising and Listings are the
Group’s
key revenue streams and consist of fees
for advertising and listings of products
and services on the Group’s portals.
We have assessed there to not be a
significant risk of misstatement in this
area due to the low value and high
volume of transactions, and there is
no
material
judgement
or
significant
estimation uncertainty in these revenue
streams.
However, as it is the main driver
of the Group’s results and the size of
this revenue, this is the area that had the
greatest effect on our overall Group audit
in terms of
allocating resource.
Our components auditors performed the
following tests rather than seeking to rely
on the Group's controls, as this was the
most efficient and effective way to obtain
sufficient appropriate audit evidence.
Our procedures included:
Expectation vs outcome:
developing an
expectation of the current year revenue
based on cash receipts in the period,
and considered the appropriateness of
reconciling items;
Test of detail:
inspecting a sample of
credit notes raised post year end for
the month of May to assess whether
revenue recognised in the year was
appropriate;
Test of detail:
performing cut-off testing
for a sample of revenue transactions
recognised in the month prior to and
the month post year-end to determine
whether revenue was recognised in the
correct period in which the performance
obligation was fulfilled;
Expectation vs outcome:
comparing
the
contract
liabilities
balance
to
our
expectations,
based
upon
our
understanding of customer contracts,
monthly invoicing and consideration of
historical trends between revenue and
contract liabilities; and
Analytic sampling:
obtaining all journals
posted to revenue and analysing those
entries
with
unusual
attributes
or
those
with
corresponding
postings
to
unexpected
accounts.
Agreeing
any
journals
identified
to
relevant
supporting documentation
Our results
We
considered
the
Advertising
and
Listings revenue recognised in the year to
be acceptable (2024: acceptable)
Recoverability of Parent
Company’s Investment in
Subsidiaries
(€513.3 million; 2024: €511.8m)
Refer to page 57 Audit Committee
Report, page 117 accounting policy
and page 118 note 4 of financial
disclosures.
Low risk, high value:
The parent Company holds a direct
investment
in
BCG
Holdco
Limited,
which in turns holds the Group’s trading
subsidiaries. The carrying amount of
the parent Company’s investment in its
subsidiary represents 86.6% (2024: 82.7%)
of the Company’s total assets.
Its recoverability is not at high risk of
significant misstatement or subject to
a significant judgement. However, due
to its materiality in the context of the
parent Company financial statements,
this is considered to be the area that had
the greatest effect on our overall parent
Company audit.
We did not seek to place reliance on the
Company’s controls in our response due to
the nature of the balance and of the risk.
Our procedures included:
Comparing Valuations:
Comparing the
carrying amount of the investment to
the market capitalisation of the Group
to identify any indicators of impairment.
Our results
We found the Company’s conclusion that
there is no impairment of the investment
held to be acceptable (2024: acceptable)
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
2. Key audit matters: our
assessment of risks of material
misstatement
Key audit matters are those matters
that,
in
our
professional
judgement,
were of most significance in the audit
of the financial statements and include
the most significant assessed risks of
material misstatement (whether or not
due to fraud) identified by us, including
those which had the greatest effect on:
the overall audit strategy; the allocation
of resources in the audit; and directing
the efforts of the engagement team.
We
summarise below the key audit matters
(unchanged from 2024), in decreasing
order of audit significance, in arriving at our
audit opinion above, together with our key
audit procedures to address those matters
and, as required for public interest entities,
our results from those procedures.
These
matters were addressed, and our results
are based on procedures undertaken, in
the context of, and solely for the purpose
of, our audit of the financial statements
as a whole, and in forming our opinion
thereon, and consequently are incidental
to that opinion, and we do not provide a
separate opinion on these matters.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
81
FINANCIAL STATEMENTS
3. Our application of materiality
and an overview of the scope of
our audit
Our application of materiality
Materiality
for
the
Group
financial
statements as a whole was set at €1.94m
(2024: €1.27m), determined with reference
to a benchmark of Group profit before tax,
of which it represents 3.8% (2024: 3.6%).
Materiality
for
the
parent
Company
financial statements as a whole was set
at €1.84m (2024: €1.17m), determined
with reference to a benchmark of Parent
Company total assets, limited to be less
than materiality for Group materiality as a
whole. It represents 0.31% (2024: 0.19%) of
the stated benchmark.
In line with our audit methodology, our
procedures on individual account balances
and disclosures were performed to a lower
threshold, performance materiality, so as
to reduce to an acceptable level the risk
that individually immaterial misstatements
in individual account balances add up to
a material amount across the financial
statements as a whole.
Performance materiality was set at 75%
(2024: 75%) of materiality for the financial
statements as a whole which equates
to €1.45m (2024: €0.95m) for the Group
and €1.38m (2024: €0.88m) for the parent
Company. We applied this percentage
in
our
determination
of
performance
materiality because we did not identify any
factors indicating an elevated level of risk.
We agreed to report to the Audit Committee
any corrected or uncorrected identified
misstatements exceeding €0.10m (2024:
€0.06m), in addition to other identified
misstatements that warranted reporting
on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group
auditing standard in our audit of the
consolidated
financial
statements.
The revised standard changes how an
auditor
approaches
the
identification
of
components,
and
how
the
audit
procedures are planned and executed
across components.
In particular, the definition of a component
has changed, shifting the focus from how
the entity prepares financial information
to how we, as the group auditor, plan to
perform
audit
procedures
to
address
group risks of material misstatement
(“RMMs”). Similarly, the group auditor has
an increased role in designing the audit
procedures as well as making decisions
on where these procedures are performed
(centrally and/or at component level)
and how these procedures are executed
and supervised.
As a result, we assess
scoping and coverage in a different way
and comparisons to prior period coverage
figures are not meaningful.
In this report
we provide an indication of scope coverage
on the new basis.
We performed risk assessment procedures
to
determine
which
of
the
Group’s
components are likely to include risks
of material misstatement to the Group
Group profit before tax
€51.10m (2024: €34.93m)
Group materiality
€1.94m (2024: €1.27m)
€1.94m
Whole financial statements materiality
(2024: €1.27m)
€1.50m
Range of materiality at 2 components
(€1.14m and €1.50m)
€0.10m
Misstatements reported to the audit committee
(2024: €0.06m)
€1.45m
Whole financial statements performance materiality
(2024: €0.95m)
95%
99%
97%
Group revenue
Total debits and credits
that make up Group total
assets
Total profits and losses
Group profit before tax
PBT
Group materiality
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
financial statements and which procedures
to perform at these components to address
those risks.
In total, we identified 9 components,
having considered our evaluation of the
operational and legal structure of the group
and our ability to perform audit procedures
centrally.
Of those, we identified 2 quantitatively
significant components which contained
the largest percentages of either total
revenue or total assets of the Group, for
which we performed audit procedures. We
involved component auditors in performing
the audit work on both components. The
Group auditor also performed the audit of
the Parent Company.
We
set
the
following
component
materialities, having regard to the mix of
size and risk profile of the Group across
the components:
Diginet LTU UAB €1.50m
Allepal OÜ €1.14m
Our audit procedures covered 95% of
Group revenue.
We
performed
audit
procedures
in
relation to components and consolidation
adjustments that overall accounted for
97% of total profits and losses that make
up Group profit before tax, and 99% of total
debits and credits that make up Group
total assets.
Impact of controls on our group audit
The Group utilises a diverse range of IT
systems across its business, from the
portals whereby an initial sales transaction
is posted, through to the ERP system at
a component level and the consolidation
tool. Our IT auditors assisted us in
obtaining an understanding of the relevant
IT systems for the purposes of the audit,
including that of quantitatively significant
components.
We did not plan to rely on the Group’s
controls, including general IT controls,
in our audit having considered the most
efficient and effective approach for gaining
the appropriate audit evidence given the
size and nature of Group’s operations.
Therefore, we performed a predominantly
substantive audit approach.
Group auditor oversight
As part of establishing the overall Group
audit strategy and plan, we conducted the
risk assessment and planning discussion
meeting
with
component
auditors
to
discuss Group audit risks relevant to
the components, including the key audit
matter in respect of Advertising and
Listings Revenue.
We issued audit instructions to component
auditors on the scope of their work,
including
specifying
the
minimum
procedures to perform in their audit of
revenues.
We
visited
both
component
auditors
in Estonia and Lithuania. Video and
telephone conference meetings were also
held with these component auditors. At
these visits and meetings, the results of
the planning procedures and further audit
procedures communicated to us were
discussed in more detail, and any further
work required by us was then performed by
the component auditors.
We inspected the work performed by
the component auditors for the purpose
of the Group audit and evaluated the
appropriateness of conclusions drawn
from the audit evidence obtained and
consistencies
between
communicated
findings and work performed, with a
particular focus on the Advertising and
Listings Revenue key audit matter and the
risk of management override of control.
Our audit procedures covered the following
percentage of Group revenue:
We
performed
audit
procedures
in
relation to components and consolidation
adjustments that overall accounted for
97% of total profits and losses that make
up Group profit before tax, and 99% of total
debits and credits that make up Group
total assets.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
82
4. The impact of climate change
on our audit
We have considered the potential impacts
of
climate
change
on
the
financial
statements as part of planning our audit.
We performed a risk assessment of the
impact of climate change risk and of the
Group’s processes in place to identify and
assess risks relevant to the Group and its
financial reporting.
Taking into account the nature of the
business
operations
and
our
risk
assessment of
the potential impact
of climate change on recoverability of
goodwill, we did not identify any climate-
related risks that significantly impact the
financial statements of the Group or our
audit.
We read the disclosure of climate related
information in the front half of the annual
report and considered consistency with
the financial statements and our audit
knowledge.
5. Going concern
The directors have prepared the financial
statements on the going concern basis as
they do not intend to liquidate the Group or
the Company or to cease their operations,
and as they have concluded that the
Group’s
and
the
Company’s
financial
position means that this is realistic. They
have also concluded that there are no
material uncertainties that could have
cast significant doubt over their ability
to continue as a going concern for the
period to 31 July 2026 (“the going concern
period”).
We used our knowledge of the Group,
its industry, and the general economic
environment
to
identify
the
inherent
risks to its business model and analysed
how those risks might affect the Group’s
and Company’s financial resources or
ability to continue operations over the
going concern period. The risks that we
considered most likely to adversely affect
the Group’s and Company’s available
financial resources and metrics relevant
to debt covenants over this period were:
Lower than forecast revenues arising
from adverse changes to the competitive
environment and continuing geopolitical
tensions in neighbouring countries;
Major data breach caused by cyber
attacks
We considered whether these risks could
plausibly affect the liquidity or covenant
compliance in the going concern period by
comparing severe, but plausible downside
scenarios that could arise from these
risks individually and collectively against
the level of available financial resources
and covenants indicated by the Group’s
financial forecasts.
Our procedures also included a critical
assessment
of
the
assumptions
in
the Group’s base case and downside
scenarios, using our knowledge of the
Group and the sector in which it operates.
We also compared past budgets to actual
results to assess the directors’ track record
of budgeting accurately. We considered
whether the going concern disclosure in
note 2 to the financial statements gives
a full and accurate description of the
directors’ assessment of going concern,
including the identified risks.
Our conclusions based on this work:
we consider that the directors’ use of
the going concern basis of accounting
in the preparation of the financial
statements is appropriate;
we have not identified, and concur with
the directors’ assessment that there is
not, a material uncertainty related to
events or conditions that, individually or
collectively, may cast significant doubt
on the Group’s or Company's ability to
continue as a going concern for the
going concern period;
we have nothing material to add or draw
attention to in relation to the directors’
statement in note 2 to the Group financial
statements and note 1 of the Company
financial statements on the use of the
going concern basis of accounting with
no material uncertainties that may cast
significant doubt over the Group and
Company’s use of that basis for the
going concern period, and we found the
going concern disclosure in those notes
to be acceptable; and
the related statement under the UK
Listing Rules set out on page 90 is
materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future
events or conditions and as subsequent
events may result in outcomes that are
inconsistent with judgements that were
reasonable at the time they were made,
the above conclusions are not a guarantee
that the Group or the Company will
continue in operation.
6. Fraud and breaches of laws
and regulations – ability to
detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement
due to fraud (“fraud risks”) we assessed
events or conditions that could indicate
an incentive or pressure to commit fraud
or provide an opportunity to commit fraud.
Our risk assessment procedures included:
Enquiring
of
directors,
the
audit
committee, Group’s legal counsel and
inspection
of
policy
documentation
as to the Group’s high-level policies
and procedures to prevent and detect
fraud,
including
the
internal
audit
function, and the Group’s channel for
“whistleblowing”, as well as whether
they have knowledge of any actual,
suspected or alleged fraud.
Reading Board and Audit Committee
meeting minutes.
Considering
remuneration
incentive
schemes and performance targets for
management including the EPS target
for management remuneration.
Using
analytical
procedures
to
identify any unusual or unexpected
relationships.
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
We communicated identified fraud risks
throughout the audit team and remained
alert to any indications of fraud throughout
the audit. This included communication
from the Group auditor to component
auditors of relevant fraud risks identified at
the Group level and requesting component
auditors performing procedures at the
component level to report to the Group
auditor any identified fraud risk factors
or identified or suspected instances of
fraud that could give rise to a material
misstatement at the group level.
As required by auditing standards and
taking into account possible pressures to
meet profit targets, we perform procedures
to address the risk of management
override of controls, in particular the risk
that Group and component management
may be in a position to make inappropriate
accounting entries. On this audit we do
not believe there is a fraud risk related
to revenue recognition because there
is no material judgement or estimation
uncertainty related to revenue recognition.
In addition due to the high volume, low
value nature of transactions, with revenue
quickly converting to cash, there is limited
opportunity for manual manipulation.
We did not identify any additional fraud
risks.
We also performed procedures including:
Identifying
journal
entries
to
test
at the Group level and for selected
components based upon risk criteria
and comparing the identified entries
to supporting documentation. These
included unusual postings to cash and
revenue, postings by senior finance
individuals,
postings
with
unusual
descriptions and postings to seldom
used accounts.
Identifying and responding to risks
of material misstatement related to
compliance with laws and regulations
We
identified
areas
of
laws
and
regulations that could reasonably be
expected to have a material effect on the
financial statements from our general
commercial and sector experience and
through discussion with the directors
and other management (as required by
auditing standards), and discussed with
the directors and other management
the policies and procedures regarding
compliance with laws and regulations.
We communicated identified laws and
regulations throughout our team and
remained alert to any indications of non-
compliance
throughout the audit.
This
included communication from the Group
auditor to component auditors of relevant
laws and regulations identified at the
Group level, and a request for
component
auditors to report to the Group audit team
any instances of non-compliance with
laws and regulations that could give rise
to a material misstatement at the Group
level.
The potential effect of these laws and
regulations on the financial statements
varies considerably.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
83
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
Firstly, the Group is subject to laws
and regulations that directly affect the
financial statements including financial
reporting legislation (including related
companies
legislation),
distributable
profits legislation and taxation legislation
and we assessed the extent of compliance
with these laws and regulations as part of
our procedures on the related financial
statement items.
Secondly, the Group is subject to many
other laws and regulations where the
consequences of non-compliance could
have a material effect on amounts or
disclosures in the financial statements,
for
instance
through
the
imposition
of fines or litigation. We identified the
following areas as those most likely to
have such an effect: data protection laws,
anti-bribery, employment law, competition
legislation, consumer protection laws and
certain aspects of company legislation
recognising the nature of the Group’s
activities. Auditing standards limit the
required
audit
procedures
to
identify
non-compliance with these laws and
regulations to enquiry of the directors
and other management
and inspection
of regulatory and legal correspondence, if
any. Therefore, if a breach of operational
regulations is not disclosed to us or
evident from relevant correspondence, an
audit will not detect that breach.
Context of the ability of the audit to
detect fraud or breaches of law or
regulation
Owing to the inherent limitations of an
audit, there is an unavoidable risk that
we may not have detected some material
misstatements in the financial statements,
even though we have properly planned
and performed our audit in accordance
with auditing standards. For example,
the further removed non-compliance with
laws and regulations is from the events
and transactions reflected in the financial
statements, the less likely the inherently
limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there
remained a higher risk of non-detection
of fraud, as fraud may involve collusion,
forgery,
intentional
omissions,
misrepresentations, or the override of
internal controls. Our audit procedures are
designed to detect material misstatement.
We are not responsible for preventing
non-compliance or fraud and cannot be
expected to detect non-compliance with
all laws and regulations.
7. We have nothing to report
on the other information in the
Annual Report
The directors are responsible for the other
information presented in the Annual Report
together with the financial statements.
Our opinion on the financial statements
does not cover the other information and,
accordingly, we do not express an audit
opinion or, except as explicitly stated
below, any form of assurance conclusion
thereon.
Our responsibility is to read the other
information and, in doing so, consider
whether,
based
on
our
financial
statements audit work, the information
therein
is
materially
misstated
or
inconsistent with the financial statements
or our audit knowledge.
Based solely on
that work we have not identified material
misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other
information:
we
have
not
identified
material
misstatements in the strategic report
and the directors’ report;
in our opinion the information given
in
those
reports
for
the
financial
year is consistent with the financial
statements; and
in our opinion those reports have
been prepared in accordance with the
Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance with
the Companies Act 2006.
Disclosures of emerging and principal
risks and longer-term viability
We are required to perform procedures
to identify whether there is a material
inconsistency
between
the
directors’
disclosures in respect of emerging and
principal risks and the viability statement,
and the financial statements and our audit
knowledge.
Based on those procedures, we have
nothing material to add or draw attention
to in relation to:
the
directors’
confirmation
within
the principal risks and uncertainties
disclosures on page 38 that they have
carried out a robust assessment of the
emerging and principal risks facing
the Group, including those that would
threaten its business model, future
performance, solvency and liquidity;
the
Emerging
and
Principal
Risks
disclosures describing these risks and
how emerging risks are identified, and
explaining how they are being managed
and mitigated; and
the
directors’
explanation
in
the
viability statement of how they have
assessed the prospects of the Group,
over what period they have done so
and why they considered that period
to be appropriate, and their statement
as to whether they have a reasonable
expectation that the Group will be able
to continue in operation and meet its
liabilities as they fall due over the period
of their assessment, including any
related disclosures drawing attention
to
any
necessary
qualifications
or
assumptions.
We are also required to review the viability
statement, set out on page 40 under the
UK Listing Rules.
Based on the above
procedures,
we
have
concluded
that
the
above
disclosures
are
materially
consistent with the financial statements
and our audit knowledge.
Our work is limited to assessing these
matters
in
the
context
of
only
the
knowledge acquired during our financial
statements audit.
As we cannot predict
all future events or conditions and as
subsequent events may result in outcomes
that are inconsistent with judgements that
were reasonable at the time they were
made, the absence of anything to report
on these statements is not a guarantee as
to the Group’s and Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures
to identify whether there is a material
inconsistency
between
the
directors’
corporate governance disclosures and
the financial statements and our audit
knowledge.
Based on those procedures, we have
concluded that each of the following is
materially consistent with the financial
statements and our audit knowledge:
the
directors’
statement
that
they
consider that the annual report and
financial statements taken as a whole
is fair, balanced and understandable,
and provides the information necessary
for shareholders to assess the Group’s
position and performance, business
model and strategy;
the
section
of
the
annual
report
describing
the
work
of
the
Audit
Committee, including the significant
issues
that
the
audit
committee
considered in relation to the financial
statements, and how these issues were
addressed; and
the section of the annual report that
describes the review of the effectiveness
of the Group’s risk management and
internal control systems.
We are required to review the part of the
Corporate Governance Statement relating
to
the
Group’s
compliance
with
the
provisions of the UK Corporate Governance
Code specified by the UK Listing Rules for
our review. We have nothing to report in
this respect.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
84
8. We have nothing to report
on the other matters on which
we are required to report by
exception
Under the Companies Act 2006, we are
required to report to you if, in our opinion:
adequate accounting records have not
been kept by the parent Company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
the
parent
Company
financial
statements and the part of the Directors’
Remuneration Report to be audited are
not in agreement with the accounting
records and returns; or
certain
disclosures
of
directors’
remuneration specified by law are not
made; or
we have not received all the information
and explanations we require for our
audit.
We have nothing to report in these
respects.
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement
set out on page 78, the directors are
responsible for: the preparation of the
financial
statements
including
being
satisfied that they give a true and fair view;
such internal control as they determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error; assessing the Group and
parent Company’s ability to continue as a
going concern, disclosing, as applicable,
matters
related
to
going
concern;
and using the going concern basis of
accounting unless they either intend to
liquidate the Group or the parent Company
or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue our opinion in
an auditor’s report.
Reasonable assurance
is a high level of assurance, but does not
guarantee that an audit conducted in
accordance with ISAs (UK) will always
detect a material misstatement when it
exists.
Misstatements can arise from
fraud or error and are considered material
if, individually or in aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of the financial statements.
A fuller description of our responsibilities is
provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include
these financial statements in an annual
financial report prepared under Disclosure
Guidance and Transparency Rule 4.1.17R
and
4.1.18R.
This
auditor’s
report
provides no assurance over whether the
annual financial report has been prepared
in accordance with those requirements.
10. The purpose of our audit
work and to whom we owe our
responsibilities
This report is made solely to the Company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act
2006 and the terms of our engagement by
the Company.
Our audit work has been
undertaken so that we might state to the
Company’s members those matters we
are required to state to them in an auditor’s
report, and the further matters we are
required to state to them in accordance
with the terms agreed with the Company,
and for no other purpose.
To the fullest
extent permitted by law, we do not accept
or assume responsibility to anyone other
than the Company and the Company’s
members, as a body, for our audit work,
for this report, or for the opinions we have
formed.
Kate Teal
(Senior Statutory Auditor)
for and on behalf of KPMG LLP,
Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
2 July 2025
Baltic Classifieds Group PLC Annual Report and Accounts 2025
85
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 April 2025
Note
2025
(€ thousands)
2024
(€ thousands)
Revenue
6
82,811
72,067
Other income
6
25
Expenses
7
(29,323)
(33,755)
Operating profit
53,494
38,337
Finance income
9
265
238
Finance expenses
9
(2,659)
(3,649)
Net finance costs
(2,394)
(3,411)
Profit before tax
51,100
34,926
Income tax expense
10
(6,344)
(2,878)
Profit for the year
44,756
32,048
Other comprehensive income
-
-
Total comprehensive income for the year
44,756
32,048
Attributable to:
Owners of the Company
44,756
32,048
Earnings per share (€ cents)
Basic and diluted
11
9.3
6.5
Baltic Classifieds Group PLC Annual Report and Accounts 2025
86
Consolidated Statement of Financial Position
At 30 April 2025
Note
2025
(€ thousands)
2024
(€ thousands)
Assets
Property, plant and equipment
550
546
Intangible assets and goodwill
12
360,049
369,299
Right-of-use assets
13
868
1,153
Non-current assets
361,467
370,998
Trade and other receivables
14
4,740
4,472
Cash and cash equivalents
15
23,606
24,857
Current assets
28,346
29,329
Total Assets
389,813
400,327
Equity
Share capital
16
5,636
5,690
Own shares held
17
(6,560)
(5,854)
Capital reorganisation reserve
(286,904)
(286,904)
Capital redemption reserve
186
132
Retained earnings
636,645
621,090
Total equity
349,003
334,154
Loans and borrowings
19
25,090
49,941
Deferred tax liabilities
10
2,211
2,874
Non-current liabilities
27,301
52,815
Current tax liabilities
1,490
1,909
Loans and borrowing
19
270
356
Trade and other payables
20
6,341
6,260
Contract liabilities and prepayments
6
5,408
4,833
Current liabilities
13,509
13,358
Total liabilities
40,810
66,173
Total equity and liabilities
389,813
400,327
These financial statements were approved by the Board of Directors on 2 July 2025 and were signed on its behalf by:
Justinas Šimkus
Director
Company registered number: 13357598
Baltic Classifieds Group PLC Annual Report and Accounts 2025
87
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 30 April 2025
Note
Share
Capital
(€ thousands)
Own
shares
held
(€ thousands)
Capital
reorganisation
reserve
(€ thousands)
Capital
redemption
reserve
(€ thousands)
Retained
earnings
(€ thousands)
Total
Equity
(€ thousands)
Balance at 30 April 2023
-
5,783
(6,252)
(286,904)
39
619,986
332,652
Profit for the year
-
-
-
-
-
32,048
32,048
Other comprehensive
income
-
-
-
-
-
-
-
Total comprehensive
income
-
-
-
-
-
32,048
32,048
Transactions with owners:
Share-based payments
24
-
-
-
-
2,165
2,165
Tax impact of share-based
payments
-
-
-
-
(20)
(20)
Exercise of employee share
schemes
17
-
398
-
-
(395)
3
Purchase of shares for
cancellation
16
(93)
-
-
93
(19,442)
(19,442)
Dividends
18
-
-
-
-
(13,252)
(13,252)
Balance at 30 April 2024
-
5,690
(5,854)
(286,904)
132
621,090
334,154
Profit for the year
-
-
-
-
-
44,756
44,756
Other comprehensive
income
-
-
-
-
-
-
-
Total comprehensive
income
-
-
-
-
-
44,756
44,756
Transactions with owners:
Share-based payments
24
-
-
-
-
1,877
1,877
Exercise of employee share
schemes
17
-
1,657
-
-
(1,645)
12
Purchase of shares for
performance share plan
17
-
(2,363)
-
-
-
(2,363)
Purchase of shares for
cancellation
-
(54)
-
-
54
(13,553)
(13,553)
Dividends
18
-
-
-
-
(15,880)
(15,880)
Balance at 30 April 2025
-
5,636
(6,560)
(286,904)
186
636,645
349,003
Baltic Classifieds Group PLC Annual Report and Accounts 2025
88
Consolidated Statement of Cash Flows
For the year ended 30 April 2025
Note
2025
(€ thousands)
2024
(€ thousands)
Cash flows from operating activities
Profit for the year
44,756
32,048
Adjustments for:
Depreciation and amortisation
7
10,888
16,918
Profit on property, plant and equipment disposals
4
-
Taxation
10
6,344
2,878
Net finance costs
9
2,394
3,411
Share-based payments
24
1,877
2,165
Working capital adjustments:
Increase in trade and other receivables
(294)
(958)
Increase in trade and other payables
293
1,554
Increase in contract liabilities and prepayments
575
951
Cash generated from operating activities
66,837
58,967
Corporate income tax paid
(7,426)
(4,714)
Interest received
264
237
Interest and commitment fees paid
(2,308)
(3,292)
Net cash inflow from operating activities
57,367
51,198
Cash flows from investing activities
Acquisition of intangible assets and property, plant and equipment
(353)
(306)
Proceeds from sale of property, plant and equipment
-
3
Acquisition of business
(1,000)
-
Net cash used in investing activities
(1,353)
(303)
Cash flows from financing activities
Repayment of loans and borrowings
19
(25,000)
(20,000)
Payment of lease liabilities
(265)
(305)
Purchase of own shares for cancellation
16
(13,764)
(19,540)
Purchase of own shares for performance share plan
17
(2,363)
-
Proceeds from exercise of share options
12
3
Dividends paid
18
(15,880)
(13,252)
Net cash used in financing activities
(57,260)
(53,094)
Net cash outflow from operating, investing and financing activities
(1,246)
(2,199)
Differences on exchange
(5)
(14)
Net decrease in cash and cash equivalents
(1,251)
(2,213)
Cash and cash equivalents at the beginning of the year
24,857
27,070
Cash and cash equivalents at the end of the year
23,606
24,857
Baltic Classifieds Group PLC Annual Report and Accounts 2025
89
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
1. General information
Baltic Classifieds Group PLC (the “Company”) is a public limited company incorporated and domiciled in the United Kingdom and its
registered office is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH (Company no. 13357598). The
principal business of the Group is operating leading online classifieds portals for automotive, real estate, jobs and services, and general
merchandise in the Baltics.
2. Principles of preparation of consolidated financial statements
These consolidated financial statements for the year ended 30 April 2025 have been approved by the Board of directors of Baltic
Classifieds Group PLC. They are prepared in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”) and
the applicable legal requirements of the Companies Act 2006. The consolidated financial statements also comply with IFRS Accounting
Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The parent
company financial statements present information about the Company as a separate entity and not about its group. The Company has
elected to prepare its parent company financial statements in accordance with FRS 102; these are presented on pages 114 to 121.
Basis of measurement
These consolidated financial statements have been prepared on the historical cost basis, unless otherwise stated in the accounting
policies below.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has existing rights that give it the ability to direct the
relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with the
entity. In assessing control, potential voting rights are taken into account. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
Functional and presentation currency
These consolidated financial statements are presented in Euro (€), which is the Company’s functional currency. All amounts are rounded
to the nearest thousand (€ 000), except where otherwise indicated.
The Group companies use Euro (€) as a functional currency considering the nature of the Group companies’ revenue, costs, and debt
instruments. The Company and its direct subsidiary BCG Holdco Limited are UK based companies with their share capital denominated
in British pound (£). All equity transactions of these companies as well as a majority of operating expenses the companies incurred are
in British pound (£). However, while being the ultimate holding companies, Baltic Classifieds Group PLC and BCG Holdco Limited follow
the functional currency of their operating subsidiaries, i.e. Euro (€), as that is the currency they are most exposed to.
Use of estimates and judgements
The preparation of the consolidated financial statements, in accordance with UK-adopted IFRS, requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised or in any future periods affected.
Estimates
As at 30 April 2025, there were no significant estimates that would have a significant risk of material adjustment to the carrying amounts
of assets within the next financial year.
Other estimates:
Carrying values of goodwill. An impairment review is performed of goodwill balances by the Group on a "value in use" basis. This
requires making assumptions and estimates in calculating the future cash flows, the time period over which they occur, and in
arriving at an appropriate discount rate to apply to the cashflows as well as an appropriate long-term growth rate. Each of these
assumptions and estimates has an impact on the overall value of cashflows expected and therefore the headroom between the
cashflows and carrying values of the cash generating units. Key assumptions and uncertainties for impairment are disclosed in
note 12.
Useful lives of intangible assets. A useful life is assigned to an acquired intangible asset based on the estimated period of time an
asset is likely to remain in service. This estimate has an impact on the amortisation expense for any given period. Useful lives of
intangible assets are disclosed in note 3.
Notes to the Consolidated Financial Statements
continued
2. Principles of preparation of consolidated financial statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
90
Judgements
As at 30 April 2025, there were no significant judgements that would have a significant risk of material adjustment to the carrying
amounts of assets within the next financial year.
Other judgements:
Deferred tax asset. An unrecognised deferred tax asset of €3,504 thousand (30 April 2024: €2,652 thousand) exists in relation to
tax losses incurred by the Company's indirect subsidiary UAB Antler Group and direct subsidiary BCG Holdco Limited. Deferred tax
assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised. Recognition, therefore, involves judgement regarding the probability of future taxable profit of the
subsidiaries being available. Taxable losses carried forward for which no deferred tax asset is recognised are discussed in note
10(d).
Going concern
The Directors have made an assessment of the Group’s ability to continue as a going concern over a period extending to end of July
2026, which is beyond 12 months from the date of approval of these consolidated statements and extends beyond Group’s existing
loan maturity date. Based on this assessment, the Directors have a reasonable expectation that the Group has adequate resources to
continue in operational existence over this period.
The Group meets its day-to-day working capital requirements from cash balances, if needed the Group also has access to a revolving
credit facility that amounts to €10,000 thousand and is available until July 2026. As at 30 April 2025 no amounts of the revolving credit
facility were drawn down.
The Group has a bank loan which matures in July 2026 and its availability is subject to continued compliance with certain covenants,
it becomes repayable on demand in the case of a change in control. The Group voluntarily repaid €25,000 thousand of the loan during
2025, the outstanding balance at the year ends amounts to €25,000 thousand. The Group had cash balances of €23,606 thousand at
the year end.
During the financial year ended 30 April 2025 the Group has generated a profit of €44,756 thousand. The Directors also prepared detailed
cash flow forecasts for the period ending July 2026, which extends beyond the loan maturity date. These forecasts demonstrate that the
Group will generate sufficient cash to fully repay the outstanding loan balance from internal resources without the need for refinancing.
The future growth assumptions used in the cash flow forecasts are based on the Group’s historical performance and the Directors’
experience of the industry, and take into account both internal and external factors.
Stress case scenarios have been modelled to make the assessment of going concern to take into account severe but plausible
potential impacts of a major data breach, adverse changes to the competitive environment and continuing geopolitical tensions in the
neighbouring countries. The stress testing indicates that the Group would be able to withstand the impact, remain cash generative and
be able to fully repay the outstanding loan balance during the assessment period.
Consequently, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for
a period extending to end of July 2026, which is beyond 12 months from the date of approval of these consolidated statements, and
therefore have prepared these consolidated financial statements on a going concern basis.
Effective new standards as at 1 May 2024
The following amendments to standards have been adopted by the Group for the first time for the financial year beginning on 1 May
2024:
Amendments to IFRS 16 impacting Lease Liabilities in a Sale and Leaseback arrangement;
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1);
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7);
UK legislation on international tax system reform (BEPS).
The adoption of these amendments has had no material effect on the Group’s consolidated financial statements.
Standards issued but not yet effective
The following new accounting standards and amendments to existing standards have been issued but are not yet effective or have not
yet been endorsed by the UK Endorsement Board:
IFRS 18 Presentation and Disclosure in Financial Statements;
Lack of exchangeability (Amendments to IAS 21);
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7);
Annual Improvements to IFRS Accounting Standards (Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7);
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7);
IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with
these standards in later reporting periods.
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
91
3. Material accounting policy information
The Group has consistently applied the accounting policies to all the periods presented in these consolidated financial statements.
Revenue
The Group’s revenue streams include listing revenue, banner advertising revenue, financial intermediation and ancillary revenue. The
different types of services offered to customers along with the nature and timing of satisfaction of performance obligations are set as
follows:
B2C and C2C listing revenue
The Group operates leading online classifieds portals for automotive, real estate, jobs and services, and general merchandise. Listing
revenue is generated from both business (“B2C”) and private (“C2C”) customers.
B2C customers pay subscription fees to obtain service packages allowing customers to advertise using a set number of listing slots
during a period, unused listing slots cannot be rolled over. Offered service packages may include features enhancing the presence of
listers’ advertised items on the platform, as well as branding or other upgrades to listers’ slots, e.g. including additional products, such
as car history reports, each of which has a distinct performance obligation. Revenue is deferred until the customer obtains control
over the services. Control is obtained by the customers over the duration of the performance obligation, which is either the contractual
period, or the period of service, if shorter. Any unused listing slots are invoiced at the end of the contract period. B2C customers are
typically invoiced monthly, although some contracts are longer term contracts and have 7-60 day settlement terms.
The Group also generates revenue from B2C listers for access to jobseeker’s database which a customer could use either in addition to
a job listing or as an alternative to listing, with each service being a separate performance obligation. Control is obtained by customers
either across the life of the contract where customers are licensed to use the Group’s services or at a point in time when a one-off data
service is provided.
C2C customers pay listing fees in advance to advertise an item (automotive, real estate, general merchandise) or service on the Group’s
platform for a specified period of time. Offered listing choices may include features enhancing the presence of listers’ advertised items
on the platform, as well as other upgrades to listers’ advertisements, e.g. including additional products, such as car history reports,
each of which has a distinct performance obligation. Revenue is deferred until the customer obtains control over the services. Control is
obtained by customers over the duration of the performance obligation as their product is continuously listed, or the period of service,
if shorter. Contracts for these services are typically entered into for a period of between a day and a year.
The Group applies a fixed price to both C2C and B2C listing slots.
One of the Group’s general merchandise platforms, Osta.ee, in addition to listing revenue, earns commission revenue on items sold
through its auction site. Commission revenue is recognised at a point in time which is when the item is sold. Osta.ee allows a customer
to fill an e-wallet with money that can then be used to pay for services provided by the Group. The customer can cash out at any time.
This cash balance is therefore accounted for as a financial liability labelled ‘customer credit balances’ within trade and other payables
in the consolidated statement of financial position and as cash within cash and cash equivalents. This cash is physically separated
from the rest in a dedicated bank account and, although there is no formal restriction on this cash, the Group’s policy is to keep the cash
balance at a level not lower than the e-wallet balance. No revenue is recognised unless the customer purchases a product provided by
the Group using money from their e-wallet. Revenue is then recognised in accordance with the product purchased.
Banner advertising revenue
Banner advertising revenue comprises fees (net of rebates) from business customers for banner advertising on the Group’s platforms.
Revenue is deferred until the customer obtains control over the services. Control is obtained by the customers over the life of the
advertisement. Customers are typically invoiced monthly and have a 7-60 day settlement term.
Ancillary revenue
Ancillary revenue comprises revenue from financial, delivery and real estate brokerage intermediation, as well as data and valuation
services such as price analysis for insurers, car history reports where reports are purchased separately from a dedicated listing and
other. Ancillary revenue is recognised as the Group satisfies its performance obligation by bringing leads to a customer or by providing
other agreed services. Financial intermediation revenue comprises commission fees from financial institutions for directing potential
customers from the Group’s portals to financing offers such institutions provide. At the beginning of each month the Group agrees
certain traffic metrics with financial institutions and issues invoices for the commission or a minimum agreed fee. Revenue is recognised
as the Group satisfies its performance obligation by directing potential customer traffic to the financial institutions.
The revenue accounting policy across business lines is the same for each revenue stream, i.e. banner advertising revenue is accounted
for the same in both automotive and real estate business lines.
The timing of the satisfaction of performance obligations usually is the same as the typical timing of payment or recognition of trade
receivable; when it is not, a contract liability is recognised.
Finance costs
Finance costs comprise interest expense on borrowings and unwinding of discounts on provisions. Borrowing costs that are not directly
attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest
method.
Foreign currency gains and losses are reported on a net basis.
Income tax
Income tax on the profit or loss for the period comprises current and deferred tax. Income tax is recognised in profit or loss except to the
extent that it relates to items recognised directly to equity, in which case it is recognised in equity.
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
92
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the
reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on laws
that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and if they relate to income taxes levied by the same tax authority.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Segment information
Operating segment information is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker (CODM). The CODM, who is responsible for allocating resources, assessing performance of the operating segment and making
strategic decisions, has been identified as the Board of Baltic Classifieds Group PLC.
Earnings per share
Basic earnings per share and diluted earnings per share are presented for ordinary shares. Basic earnings per share is calculated by
dividing profit / (loss) attributable to owners of the Company by the weighted average number of shares outstanding.
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account the weighted
average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
The Group’s potential dilutive instruments are in respect of share-based incentives granted to employees, which will be settled by
ordinary shares held by the Employee Benefit Trust ("EBT").
Consolidation
a) Business combinations
Business combinations are accounted for using the acquisition method when control is transferred to the Group. The consideration
transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested
annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as
incurred, except if related to the issuance of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If the obligation to pay contingent consideration meets
the definition of a financial instrument and is classified as equity, it is not remeasured, and settlement is accounted for within equity.
Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value
of the contingent consideration are recognised in profit or loss.
b) Non-controlling interests (hereinafter - NCI)
NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the
Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
c) Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other
components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured
at fair value when control is lost.
d) Transactions eliminated on consolidation
All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated
in full.
Intangible assets and goodwill
a) Recognition and measurement
Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.
Other intangible assets, including customer relationships, software and trademarks, that are acquired by the Group and have finite
useful lives, are measured at cost less accumulated amortisation and any accumulated impairment losses.
b) Research and development
Costs associated with maintaining software programmes are recognised as an expense as incurred. Material development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as
intangible assets where the following criteria are met:
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
93
it is technically feasible to complete the software so that it will be available for use
management intends to complete the software and use or sell it
there is an ability to use or sell the software
it can be demonstrated how the software will generate probable future economic benefits
adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs. Capitalised development costs are
recorded as intangible assets and amortised from the point at which the asset is ready for use.
Research expenditure and development expenditure that do not meet the criteria above are recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
The Group invests and develops its core infrastructure through small-scale, maintenance-like incremental improvements. Very little
of this internal expenditure meets the requirements of IAS 38 - Intangible Assets and therefore the cost is recognised in the Income
Statement. By their innovative nature, there may also be uncertainty over the technical feasibility of new development projects and, if
successful, how they may be commercially monetised.
c) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which
it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as
incurred.
d) Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method
over their estimated useful lives and is recognised in profit or loss. Goodwill is not amortised. Estimated useful lives are as follows:
   
Trademarks and domains
10 years
Relationship with clients
5-7 years
Other intangible assets
3-7 years
Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes
expenditure that is directly attributable to the acquisition of the asset.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment.
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will
obtain ownership by the end of the lease term.
The estimated useful lives are as follows:
   
Buildings
15-20 years
Vehicles
4-10 years
Other
3-6 years
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract conveys the right to control the use of the identified asset, the Group uses the definition of a lease in IFRS 16 Leases.
As a lessee
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the
contract to each lease component on the basis of its relative stand-alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease
term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-
use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful
life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing
rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
94
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes
certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
Fixed payments, including in-substance fixed payments
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date
Amounts expected to be payable under a residual value guarantee
The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal
period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the
Group is reasonably certain not to terminate early
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the
future lease payments arising from a change in an index or rate, if there is a change in the Group‘s and the Group’s estimate of the
amount expected to be payable under a residual value guarantee, if the Group’s changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset
or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property in “Right-of-use assets” and lease liabilities
in “long-term lease liabilities” and “short-term lease liabilities” in the statement of financial position.
The Group has elected not to recognise a lease liability for short-term leases (leases with a shorter than 12 months lease term).
Payments made under such leases are expensed on a straight-line basis.
Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-current assets to determine whether there is any indication of
impairment. If any such indications exist, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use,
that are largely independent of the cash inflows of other assets (the “cash-generating unit”, or “CGU”).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is
based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are
recognised in profit or loss. Impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.
Cash and cash equivalents
Cash includes cash at banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts
of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value.
In the statement of cash flows, cash and cash equivalents include cash at banks.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
a) Financial assets
i) Initial recognition and measurement
The Group qualifies financial assets to one of the following categories:
measured at amortised cost
measured at fair value through other comprehensive income
measured at fair value through profit or loss
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and
the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing
component, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction
price determined under IFRS 15.
The Group’s business model for managing financial assets refers to how the Group manages its financial assets in order to generate
cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial
assets, or both.
Purchases or sales of financial assets are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the
asset.
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
95
ii) Subsequent measurement
After initial recognition, the Group measures a financial asset at amortised cost (debt instruments).
iii) Financial assets at amortised cost (debt instruments)
The Group measures financial assets at amortised cost if both of the following conditions are met:
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash
flows and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment.
Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade, other current and non-current receivables and contract assets.
iv) Impairment of financial assets
As relevant for:
Financial assets measured at amortised cost
Contract assets
The Group measures loss allowances at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating
ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit
assessment, and includes forward-looking information.
The Group considers a financial asset to be in default when the financial asset is more than 180 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit
risk.
v) Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e.
the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to
receive).
ECLs are discounted at the effective interest rate of the financial asset.
vi) Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
vii) Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof. For individual and corporate customers, the Group individually makes an assessment with
respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no
significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement
activities in order to comply with the procedures for recovery of amounts due.
b) Financial liabilities
i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings
and payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings and lease
liabilities.
ii) Subsequent measurement
The measurement of financial liabilities depends on their classification.
After initial recognition, the Group’s loans, borrowings and other payables are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss, when the liabilities are derecognised as well as through the EIR amortisation
process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance expenses in profit or loss.
c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, i.e. to realise the
assets and settle the liabilities simultaneously.
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
96
Share-based payments
Equity-settled awards are valued at the grant date, and the fair value is charged as an expense in the income statement spread over
the vesting period. Fair value of the awards are measured using Black-Scholes pricing model. The credit side of the entry is recorded in
equity. Cash-settled awards are revalued at each reporting date with the fair value of the award charged to the profit and loss account
over the vesting period and the credit side of the entry recognised as a liability.
Share capital
Incremental costs directly attributable to the issue of ordinary shares are recognised as deductions from equity. Income tax relating to
transaction costs of equity transactions is accounted for in accordance with IAS 12.
Where the Group purchases its own equity share capital, the consideration paid is deducted from equity attributable to the Group’s
shareholders. Where such shares are subsequently cancelled, the nominal value of the shares repurchased is deducted from share
capital and transferred to a capital redemption reserve.
Own shares held
The Employee Benefit Trust ("EBT") provides for the issue of shares to Group employees principally under Performance Share Plan
scheme. The Group has control of the EBT and therefore consolidates the EBT in the Group financial statements. Accordingly, shares in
the Company held by the EBT are included in the balance sheet at cost as a deduction from equity.
Capital reorganisation reserve
The capital reorganisation reserve arose on consolidation as a result of the share for share exchange transactions that took place on 5
July 2021. It represents the difference between the nominal value of shares issued by Baltic Classifieds Group PLC in this transaction
and the share capital and other capital reserves of ANTLER TopCo S.a.r.l.
Capital redemption reserve
The capital redemption reserve arises from the purchase and subsequent cancellation of the Group’s own equity share capital.
Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which
the dividend is approved by the Company’s shareholders in the case of final dividends, or the date at which they are paid in the case of
interim dividends.
Contingencies
Contingent liabilities are not recognised in the consolidated financial statements but are disclosed unless the possibility of an outflow
of resources embodying economic benefits is remote.
Contingent assets are not recognised in the consolidated financial statements, unless the realisation of income is virtually certain. They
are disclosed in the consolidated financial statements when an inflow of economic benefit is probable.
4. Alternative performance measures (APMs)
In the analysis of the Group’s financial performance, certain information disclosed in the financial statements may be prepared on a non-
GAAP basis or has been derived from amounts calculated in accordance with IFRS but are not themselves an expressly permitted GAAP
measure. These measures are reported in line with the way in which financial information is analysed by management and designed to
increase comparability of the Group’s year-on-year financial position, based on its operational activity. These measures are not designed
to be a substitute for any of the IFRS measures of performance and may not be directly comparable with other companies’ alternative
performance measures. The key alternative performance measures presented by the Group are:
Adjusted operating profit which is Operating profit after adding back acquired intangibles amortisation. This measure helps to
provide an indication of the Group’s ongoing business performance.
EBITDA which is Operating profit after adding back depreciation and amortisation. This measure is used internally to assess
business performance and in budgeting and forecasting.
EBITDA margin which is EBITDA as a percentage of revenue. Progression in EBITDA margin is an important indicator of the Group’s
operating efficiency.
Adjusted net income which is Profit for the period after adding back post-tax impact of acquired intangibles amortisation and
one-off corporate income tax credit relating to 2021. It is used to arrive at Adjusted basic EPS and in applying the Group’s capital
allocation policy.
Adjusted basic EPS which is Adjusted net income divided by the weighted average number of ordinary shares in issue. This measure
helps to provide an indication of the Group’s ongoing business performance.
Net Debt which is calculated as total debt (bank loans principal and Osta.ee customer credit balances) less cash and cash
equivalents. See Revenue subsection of note 3 for more information on Osta.ee credit balances. Net debt is used to arrive at the
leverage ratio.
Leverage which is calculated as Net debt as a percentage of EBITDA over last twelve months (LTM). This measure is used in
assessing covenant compliance for the Group’s loan facility which includes a Total Leverage Ratio covenant (see note 19).
Cash conversion which is EBITDA after deducting acquisition of intangible assets and property, plant and equipment as a percentage
of EBITDA. This measure is used to monitor the Group’s operational efficiency.
Notes to the Consolidated Financial Statements
continued
4. Alternative performance measures (APMs)
continued
Reconciliation of alternative performance measures
Adjusted operating profit
2025
2024
(€ thousands)
(€ thousands)
Operating profit
53,494
38,337
Acquired intangibles amortisation
10,149
16,208
Adjusted Operating profit
63,643
54,545
EBITDA
2025
2024
(€ thousands)
(€ thousands)
Operating Profit
53,494
38,337
Depreciation and amortisation
1
10,888
16,918
EBITDA
64,382
55,255
EBITDA margin
78%
77%
Adjusted net income
2025
2024
(€ thousands)
(€ thousands)
Profit for the year
44,756
32,048
Acquired intangibles amortisation
10,149
16,208
Deferred tax effect of acquired intangibles amortisation
(518)
(1,434)
CIT credit relating to 2021
2
-
(1,830)
Adjusted net income
54,387
44,992
Adjusted basic EPS
2025
2024
Adjusted net income (€ thousands)
54,387
44,992
Weighted average number of ordinary shares (note 11)
481,981,128
489,975,882
Adjusted basic EPS (€ cents)
11.3
9.2
Net debt
2025
2024
(€ thousands)
(€ thousands)
Bank loan principal amount (note 19)
25,000
50,000
Customer credit balances (note 20)
2,189
2,398
Total debt
27,189
52,398
Cash and cash equivalents
(23,606)
(24,857)
Net debt
3,583
27,541
Leverage
2025
2024
(€ thousands)
(€ thousands)
Net debt
3,583
27,541
EBITDA
64,382
55,255
Leverage
0.06
0.50
Cash conversion
2025
2024
(€ thousands)
(€ thousands)
EBITDA
64,382
55,255
Acquisition of intangible assets and property, plant and equipment
(353)
(306)
64,029
54,949
Cash conversion
99%
99%
1
Including acquired intangibles amortisation of €10,149 thousand (€16,208 thousand in 2024).
2
See note 10 (a) for more information
FINANCIAL STATEMENTS
Baltic Classifieds Group PLC Annual Report and Accounts 2025
97
Notes to the Consolidated Financial Statements
continued
5. Operating segments
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the
chief operating decision maker (“CODM”) in order to allocate resources to the segments and to assess their performance. The CODM
has been identified as the Board of Baltic Classifieds Group PLC.
The main focus of the Group is operating leading online classifieds platforms for automotive, real estate, jobs and services, and general
merchandise in the Baltics. The Group’s business is managed on a consolidated level. The Board views information for each classified
platform at a revenue level only and therefore the platforms are considered products but not a separate line of business or segment.
The Group considers itself a classified business operating in a well-defined and economically similar geographical area, the Baltic
countries. And therefore the Board views detailed revenue information but only views costs and profit information at a Group level. As
such, management concluded that BCG has one operating segment, which also represents one reporting segment.
The revenue break-down is disclosed by primary geographical markets, key revenue streams and revenue by business lines in accordance
with IFRS 15 in note 6.
Of the total intangible assets and goodwill, 70% (69% in 2024) is located in Lithuania, 29% (30% in 2024) in Estonia and 1% (1% in 2024)
in Latvia.
6. Revenue
In the following tables, revenue from contracts with customers is disaggregated by primary geographical markets, key revenue streams
and revenue by business lines.
Primary geographic markets
2025 (€ thousands)
2024 (€ thousands)
Lithuania
58,553
50,354
Estonia
22,606
20,277
Latvia
1,652
1,436
Total
82,811
72,067
Key revenue streams
2025 (€ thousands)
2024 (€ thousands)
Listings revenue
74,512
64,612
- Listings revenue: B2C
42,393
36,289
- Listings revenue: C2C
32,119
28,323
Ancillary revenue
1
4,403
3,762
Advertising revenue
3,896
3,693
Total
82,811
72,067
Revenue by business lines
2025 (€ thousands)
2024 (€ thousands)
Auto
31,392
27,543
- Listings revenue: B2C
14,899
12,954
- Listings revenue: C2C
11,496
10,032
- Ancillary revenue
4,070
3,512
- Advertising revenue
927
1,045
Real Estate
22,248
18,036
- Listings revenue: B2C
13,295
10,688
- Listings revenue: C2C
6,748
5,432
- Ancillary revenue
101
45
- Advertising revenue
2,104
1,871
Jobs & Services
15,955
13,849
- Listings revenue: B2C
12,732
11,214
- Listings revenue: C2C
3,152
2,593
- Ancillary revenue
-
-
- Advertising revenue
71
42
Generalist
13,216
12,639
- Listings revenue: B2C
1,467
1,433
- Listings revenue: C2C
10,723
10,266
- Ancillary revenue
232
205
- Advertising revenue
794
735
Total
82,811
72,067
1
Ancillary revenue includes revenue from financial intermediation, subscription services, and other. Financial intermediation revenue accounts for 83% of the total ancillary revenue
for the year ending 30 April 2025 and 89% of the total ancillary revenue for the year ending 30 April 2024.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
98
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
6. Revenue
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
99
Due to the large number of customers the Group serves, there are no individual customers whose revenue is greater than 10% of the
Group’s total revenue in all periods presented in these financial statements.
Contract liabilities
Contract liabilities, included within Contract liabilities and prepayments in the statement of financial position, include consideration
received in advance of the satisfaction of performance obligations. The movement in contract liabilities is provided below:
 
2025
2024
 
(€ thousands)
(€ thousands)
Opening balance
4,641
3,714
Recognised in revenue in the year
(10,097)
(6,637)
Advance consideration received
10,650
7,564
Closing balance
5,194
4,641
7. Operating profit
 
2025
2024
 
(€ thousands)
(€ thousands)
Operating profit is after charging the following:
   
Labour costs
(12,570)
(11,326)
Depreciation and amortisation
(10,888)
(16,918)
Advertising and marketing services
(1,106)
(1,040)
IT expenses
(864)
(837)
Impairment loss on trade receivables and contract assets
(43)
(50)
Other
(3,852)
(3,584)
 
(29,323)
(33,755)
Services provided by the Company’s auditors
 
2025
2024
 
(€ thousands)
(€ thousands)
Fees payable for audit services:
  
Audit of the Company and consolidated financial
  
statements
1
(501)
(532)
Audit of the Company’s subsidiaries pursuant to legislation
(169)
(191)
Total audit remuneration
(670)
(723)
8. Employee numbers and costs
The average number of persons employed (including Executive Directors but excluding 6 Non-Executive Directors) during the year,
analysed by category, was as follows:
 
2025
2024
 
(number)
(number)
Administration
152
143
Key Management Personnel (note 23)
7
7
Total
159
150
The average number of full-time equivalent persons employed (including Executive Directors but excluding 6 Non-Executive Directors)
during the year was 148 (136 in 2024).
1 The total fees payable for audit of the Company and consolidated financial statements for the year ended 30 April 2024 include €43 thousand audit fees relating to previous financial
year.
Notes to the Consolidated Financial Statements
continued
8. Employee numbers and costs
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
100
The aggregate payroll costs of these persons were as follows:
 
2025
2024
 
(€ thousands)
(€ thousands)
Wages and salaries
(9,377)
(8,035)
Social security costs
(904)
(812)
 
(10,281)
(8,847)
Share-based payment costs (note 24)
(1,877)
(2,165)
Total
(12,158)
(11,012)
9. Net finance costs
 
2025
2024
 
(€ thousands)
(€ thousands)
Interest income
265
237
Other financial income
-
1
Total finance income
265
238
Interest expenses
(2,526)
(3,516)
Commitment and agency fees
(79)
(79)
Other financial expenses
(8)
(16)
Interest unwind on lease liabilities
(46)
(38)
Total finance expenses
(2,659)
(3,649)
Net finance costs recognised in profit or loss
(2,394)
(3,411)
10. Income taxes
a) Tax recognised in profit or loss
 
2025
2024
 
(€ thousands)
(€ thousands)
Current tax expense
   
Current year
(7,007)
(5,928)
Adjustments for current tax of prior periods
1
-
1,834
Deferred tax expense
   
Change in deferred tax
2
663
1,216
Tax expense
(6,344)
(2,878)
b) Factors affecting the tax expense for the year
The table below explains the differences between the expected tax expense and the Group’s total tax expense for each year.
 
2025
2024
 
(€ thousands)
(€ thousands)
Profit before tax
51,100
34,926
Tax charge at weighted average rate (2025: 12%; 2024:11%)
(5,514)
(3,726)
Increase in tax rate at which deferred tax is being provided
(138)
-
Non-deductible expenses
(258)
(305)
Current year losses for which no deferred tax asset is
   
recognised
(459)
(332)
Recognition of previously unrecognised / (derecognition of
25
(349)
previously recognised) deductible temporary differences
   
Prior year adjustments
1
-
1,834
 
(6,344)
(2,878)
1
Includes €1,830 thousand credit in 2024 which relates to CIT for 2021. Until December 2023, the Lithuanian Tax Authority (LTA) maintained that a tax group, and thus the sharing
of tax losses with a group company earning taxable profits, could only be established two years after companies became part of the same group. However, a court ruling on 13
December 2023 found this interpretation of Article 56(1), Paragraph 1 of the Corporate Income Tax Law incorrect. The decision is final. Following the ruling, CIT declarations for
2020-2021 were updated with a tax loss of €12,200 thousand being transferred from UAB Antler Group to UAB Diginet LTU, resulting in a €1,830 thousand CIT overpayment by UAB
Diginet LTU.
2
Year 2025 amount includes €138 thousand of adjustments relating to changes in tax rates in Lithuania.
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
10. Income taxes
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
101
Summary of taxation rates by country is presented below:
2025
2024
United Kingdom
1
25%
25%
Lithuania
2
15%
15%
Latvia
3
20%
20%
Estonia
3
22%
20%
c) Movement in deferred tax balances
Net balance at
Recognised in
Recognised in
Net balance at
Deferred tax
Deferred tax
For the year ended
30 April 2023
profit or loss
equity
5
Reclassification
30 April 2024
asset
liability
30 April 2024:
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Intangible assets
amortisation
(4,827)
1,434
-
(102)
(3,495)
-
(3,495)
Capitalised
borrowing costs
(64)
20
-
-
(44)
-
(44)
Tax losses
153
(153)
-
-
-
-
-
Other temporary
differences
668
(85)
(20)
102
665
665
-
Tax assets
(liabilities) before
(4,070)
1,216
(20)
-
(2,874)
665
(3,539)
set-off
Set-off of tax
4
-
-
-
-
-
(665)
665
Net tax assets
(liabilities)
(4,070)
1,216
(20)
-
(2,874)
-
(2,874)
Net balance at
Recognised in
Recognised
Net balance at
Deferred tax
Deferred tax
For the year ended
30 April 2024
profit or loss
in equity
5
Reclassification
30 April 2025
asset
liability
30 April 2025:
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Intangible assets
amortisation
(3,495)
518
-
-
(2,977)
-
(2,977)
Capitalised
borrowing costs
(44)
19
-
-
(25)
-
(25)
Tax losses
-
-
-
-
-
-
-
Other temporary
differences
665
126
-
-
791
791
-
Tax assets
(liabilities) before
(2,874)
663
-
-
(2,211)
791
(3,002)
set-off
Set-off of tax
4
-
-
-
-
-
(791)
791
Net tax assets
(liabilities)
(2,874)
663
-
-
(2,211)
-
(2,211)
d) Unrecognised deferred tax assets and liabilities
Deferred tax assets have not been recognised in respect to the tax losses incurred by UAB Antler Group and BCG Holdco, because it
is not probable that future taxable profit will be available in these companies against which the Group can use the benefits therefrom.
2025
2024
(€ thousands)
(€ thousands)
Gross amount
Tax effect
Gross amount
Tax effect
Tax losses
(20,915)
3,504
(16,911)
2,652
(20,915)
3,504
(16,911)
2,652
The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not
been recognised is €14,445 thousand (€9,092 thousand in 2024). No deferred tax liability has been recognised as the Company is able
to control the timing of distributions from these subsidiaries and is not expected to distribute these profits in the foreseeable future.
1
Standard Corporate Income Tax rate is 25%, with the rate for profits under £50,000 at 19%.
2
Standard Corporate Income Tax rate in Lithuania increased from 15% to 16% for financial years starting on or after 1 January 2025.
3
0% income tax rate applies in Estonia and Latvia if there are no profit distributions, which results in a lower weighted average rate for the Group compared to the standard taxation
rates in each country.
4
Set-off is allowed as it is the same jurisdiction (Lithuania).
5
Taxation on items taken directly to equity relates to share-based payments.
Notes to the Consolidated Financial Statements
continued
10. Income taxes
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
102
e) Tax losses carried forward
Tax losses carried forward for which no deferred tax asset has been recognised were incurred by the Company’s indirect subsidiary UAB
Antler Group prior to being eligible for transfer to other Group companies in Lithuania and by BCG Holdco Limited in United Kingdom.
According to Lithuanian legislation, deductible tax losses carried forward can be used to reduce the taxable income earned during the
reporting year by maximum 70% of respective legal entity with no Group relief benefit. Tax losses can be carried forward for an indefinite
period, except for the losses incurred as a result of disposal of securities and/or derivative financial instruments. Such carrying forward
is disrupted if the Group and the Company stops its activities due to which these losses were incurred except when the Group and
the Company does not continue its activities due to reasons which do not depend on the Company itself. The losses from disposal of
securities and/or derivative financial instruments can be carried forward for 5 consecutive years and can only be used to reduce the
taxable income earned from transactions of the same nature.
According to United Kingdom legislation, under the Corporation Tax Act 2010, tax losses that are carried forward may be used to offset
the future taxable profits of the same company and, in some cases, of other companies within the same United Kingdom tax group. For
accounting periods beginning on or after 1 April 2017, the use of carried forward losses is subject to an annual deduction allowance of
£5 million per group. Profits exceeding this threshold may only be reduced by up to 50% using carried forward losses. The losses may
be carried forward indefinitely.
Tax losses carried forward by expiration:
 
2025
2024
 
(€ thousands)
(€ thousands)
Do not expire
(20,915)
(16,911)
Total
(20,915)
(16,911)
11. Earnings per share
 
2025
2024
Weighted average number of shares outstanding
481,981,128
489,975,882
Dilution effect on the weighted average number of shares
1,404,187
928,407
Diluted weighted average number of shares outstanding
483,385,315
490,904,289
Profit for the year (€ thousands)
44,756
32,048
Basic earnings per share (€ cents)
9.3
6.5
Diluted earnings per share (€ cents)
9.3
6.5
In calculating diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially
dilutive shares. The Group’s potentially dilutive instruments are in respect of share-based incentives granted to employees. Options
under the Performance Share Plan (note 24) are contingently issuable shares and are therefore only included within the calculation of
diluted EPS if the performance conditions are satisfied.
The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives was based
on quoted market prices during the period which the share-based incentives were outstanding.
The reconciliation of the weighted average number of shares is provided below:
 
2025
2024
 
Number of shares
Number of shares
Issued ordinary shares at 1 May less ordinary shares held
  
by EBT
485,588,745
493,363,165
Weighted effect of ordinary shares purchased by EBT
(631,233)
-
Weighted effect of share-based incentives exercised
775,583
196,255
Weighted effect of own shares purchased for cancellation
(3,751,967)
(3,583,538)
Weighted average number of ordinary shares at 30 April
481,981,128
489,975,882
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
103
12. Intangible assets and goodwill
   
       
Other
 
   
Trademarks
Relationship
intangible
 
 
Goodwill
and domains
with clients
assets
Total
 
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Cost
         
Balance at 30 April 2023
329,961
63,340
50,960
1,291
445,552
Disposals
-
-
-
(45)
(45)
Balance at 30 April 2024
329,961
63,340
50,960
1,246
445,507
Acquired through business combinations
-
700
300
-
1,000
Acquisitions
-
15
-
-
15
Disposals
-
-
-
(22)
(22)
Balance at 30 April 2025
329,961
64,055
51,260
1,224
446,500
Accumulated amortisation and impairment losses
         
Balance at 30 April 2023
-
23,348
35,822
749
59,919
Amortisation
-
6,334
9,874
126
16,334
Disposals
-
-
-
(45)
(45)
Balance at 30 April 2024
-
29,682
45,696
830
76,208
Amortisation
-
6,340
3,809
116
10,265
Disposals
-
-
-
(22)
(22)
Balance at 30 April 2025
-
36,022
49,505
924
86,451
Carrying amounts
         
Balance at 30 April 2023
329,961
39,992
15,138
542
385,633
Balance at 30 April 2024
329,961
33,658
5,264
416
369,299
Balance at 30 April 2025
329,961
28,033
1,755
300
360,049
Impairment testing for cash generating units containing goodwill
The following carrying amounts of goodwill are allocated to each cash-generating unit within the Group:
   
 
2025
2024
 
(€ thousands)
(€ thousands)
Diginet LTU UAB
228,515
228,515
AllePal OÜ
82,297
82,297
Kinnisvaraportaal OÜ
13,976
13,976
City24 SIA
3,998
3,998
VIN Solutions OÜ
1,175
1,175
 
329,961
329,961
Testing for impairment is performed at the cash-generating unit (“CGU”) level, which is the smallest group of assets that generate cash
inflows. The CGUs are legal entities based in Lithuania, Estonia and Latvia and the recoverable amount of each CGU is determined based
on the value in use calculations that use cash flow projections based on the five-year financial forecasts.
The Group has prepared cash flows with the first year in the forecasts from the official budget approved by the Board, with the remaining
years forecast prepared by management. After this period, cash flows have been extrapolated using a growth rate of 5% (2024: 4-5%)
which is a long-term growth rate expected to be achieved in the future given still an early stage of the Company’s monetisation journey
and supported by the long-term growth rate in the region. The cash flow forecasts have been discounted using a pre-tax discount rate
of 13-15% (2024: 15-17%). The recoverable amount of goodwill shows significant headroom compared with its carrying amount, hence
no impairment charge was recorded in the year ended 30 April 2025 (2024: None).
Management has analysed a number of sensitivity scenarios when performing the impairment reviews, including a reduction in revenue
growth, increased discount rate and decreased terminal growth. None of those scenarios resulted in an impairment to goodwill.
Management considers that no reasonably possible change in the key assumptions would cause an impairment in goodwill's carrying
value at 30 April 2025.
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
104
13. Right-of-use assets
 
Buildings
Vehicles
Other
Total
 
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Cost
       
Balance as at 30 April 2023
1,654
189
44
1,887
Acquisitions
89
-
-
89
Disposals
(8)
-
-
(8)
Re-assessment
489
-
21
510
Balance as at 30 April 2024
2,224
189
65
2,478
Acquisitions
-
-
-
-
Disposals
-
-
-
-
Re-assessment
3
5
-
8
Balance as at 30 April 2025
2,227
194
65
2,486
Accumulated depreciation and impairment losses
       
Balance as at 30 April 2023
827
139
37
1,003
Depreciation
283
26
18
327
Disposals
(5)
-
-
(5)
Balance as at 30 April 2024
1,105
165
55
1,325
Depreciation
264
19
10
293
Disposals
-
-
-
-
Balance as at 30 April 2025
1,369
184
65
1,618
Carrying amounts
       
Balance at 30 April 2023
827
50
7
884
Balance at 30 April 2024
1,119
24
10
1,153
Balance at 30 April 2025
858
10
-
868
Certain lease rentals include extension options. The lease re-assessment relates to lease term extension of Tallinn office space in 2024.
The expense relating to short-term leases for the year ended 30 April 2025 amounted to €48 thousand (2024: €11 thousand).
14. Trade and other receivables
 
2025
2024
 
(€ thousands)
(€ thousands)
Trade receivables
4,280
4,071
Expected credit loss on trade receivables
(52)
(48)
Prepayments
244
225
Other short-term receivables
268
224
Total
4,740
4,472
Trade and other receivables are non-interest bearing. The Group has recognised impairment losses in the amount of €52 thousand as at
30 April 2025 (€48 thousand as at 30 April 2024). Change in impairment losses for trade receivables, netted with recoveries, for financial
year amounted to €43 thousand as at 30 April 2025 and €50 thousand as at 30 April 2024. As at 30 April 2025 and 30 April 2024, there
were no pledges on trade receivables.
Reconciliation of changes in impairment allowance for trade receivables:
 
(€ thousands)
Balance as at 30 April 2023
(45)
Recoveries
57
Write offs
47
Changes in allowance and allowance recognised for new financial assets originated
(107)
Balance as at 30 April 2024
(48)
Recoveries
67
Write offs
42
Changes in allowance and allowance recognised for new financial assets originated
(113)
Balance as at 30 April 2025
(52)
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
105
15. Cash and cash equivalents
The balance of the Group’s cash and cash equivalents as at 30 April 2025 and 30 April 2024 comprises of cash in banks. The credit rating
of banks the Group holds its cash and cash equivalents varies from Aa2 to Baa2 as per Moody’s ratings.
As at 30 April 2025 and 30 April 2024, there are no restrictions on cash in Group’s bank accounts.
16. Equity
   
   
Share capital
Share premium
 
Number
amount
amount
 
of shares
(€ thousands)
(€ thousands)
Balance as at 30 April 2023
496,963,165
5,783
-
Purchase and cancellation of own shares
(8,018,738)
(93)
-
Balance as at 30 April 2024
488,944,427
5,690
-
Purchase and cancellation of own shares
(4,591,748)
(54)
-
Balance as at 30 April 2025
484,352,679
5,636
-
Included within shares in issue at 30 April 2025 are 3,137,381 (3,355,682 as at 30 April 2024) shares held by the Employee Benefit Trust
(“EBT”) (note 17).
17. Own shares held
   
 
Shares held by EBT
 
Amount
 
 
(€ thousands)
Number
Balance as at 30 April 2023
6,252
3,600,000
Exercise of share options
(398)
(244,318)
Balance as at 30 April 2024
5,854
3,355,682
Purchase of shares for performance share plan
2,363
800,000
Exercise of share options
(1,657)
(1,018,301)
Balance as at 30 April 2025
6,560
3,137,381
18. Dividends
Dividends paid by the Company were as follows:
   
 
2025
2024
 
(€ thousands)
(€ thousands)
2023 final dividend
-
8,359
2024 interim dividend
-
4,893
2024 final dividend
10,105
-
2025 interim dividend
5,775
-
Total
15,880
13,252
Total dividends per share for the periods to which they relate are:
   
 
2025
2024
 
(€ cents per share)
(€ cents per share)
2024 interim dividend
-
1.0
2024 final dividend
-
2.1
2025 interim dividend
1.2
-
2025 final dividend
2.6
-
Total
3.8
3.1
The proposed final dividend for the year ended 30 April 2025 of 2.6 € cents per share is subject to approval by Company shareholders at
the Annual General Meeting ("AGM") and hence has not been included as a liability in the financial statements. The 2025 final dividend
will be paid on 17 October 2025 to shareholders on the register at the close of business on 12 September 2025 and the payment will
comprise approximately €12,500 thousand of cash.
The Directors intend to return one third of Adjusted net income (as defined and reconciled in note 4) each year via an interim and final
dividend, split one third and two thirds, respectively. Adjusted net income (as reconciled in note 4) for 2025 was €54,387 thousand
(€44,992 in 2024).
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
106
19. Loans and borrowings
Non-current liabilities
   
 
2025
2024
 
(€ thousands)
(€ thousands)
Bank loan
24,527
49,122
Lease liabilities
563
819
 
25,090
49,941
 
2025
2024
Current liabilities
(€ thousands)
(€ thousands)
Bank loan
8
93
Lease liabilities
262
263
 
270
356
Bank loan:
   
         
Amount
         
at the end of the year
 
Year end
Maturity
Loan currency
Effective interest rate
(€ thousands)
Bank Loan
30 April 2024
2026 July
5.59%
49,215
Bank Loan
30 April 2025
2026 July
5.24%
24,535
As at 30 April 2025 the undrawn revolving credit facility amounted to €10,000 thousand (€10,000 thousand as at 30 April 2024).
The loan agreement requires semi-annual compliance with the Total Leverage Ratio covenant, measured at the period-ends in October
and April. Total Leverage Ratio is calculated as Net Debt over last twelve months (LTM) of EBITDA and shall not exceed 5.50:1. As at 30
April 2025 and 30 April 2024, the Group complied with the covenant prescribed in the loan agreement.
As per the same agreement, the interest margin for each facility is tied to the Total Leverage Ratio at each interest calculation date
on a semi-annual basis. The interest rate margin is 1.75% when the leverage ratio is equal or below 2.5, and gradually increases when
leverage ratio increases. The interest rate margin applicable to the Group was 1.75% for both the term loan and the revolving credit
facility for the years ended 30 April 2025 and 30 April 2024.
The following pledges and securities were granted as of 30 April 2025 and 30 April 2024: group companies shares. The carrying amount
of pledged assets is as follows:
Pledged assets
   
 
2025
2024
 
(€ thousands)
(€ thousands)
Group companies shares
1
332,227
332,227
 
332,227
332,227
Reconciliation of movements of liabilities to cashflows arising from financing activities
   
 
Borrowings
Lease liabilities
Total
 
(€ thousands)
(€ thousands)
(€ thousands)
Balance as at 30 April 2023
68,896
797
69,693
Changes from financing cash flows
     
- Repayment of borrowings
(20,000)
-
(20,000)
- Payment of lease liabilities
-
(305)
(305)
Total changes from financing cash flows
(20,000)
(305)
(20,305)
Other liability related changes
     
- New leases and lease reassessments
-
593
593
- Lease disposal
-
(3)
(3)
- Interest expenses
3,516
38
3,554
- Interest paid
(3,197)
(38)
(3,235)
Total other liability related changes
319
590
909
Balance as at 30 April 2024
49,215
1,082
50,297
1
As defined in the loan agreement, the pledged assets include the shares held by Group companies (see the full list of subsidiaries in note 26):
the shares of UAB Antler Group that are held by BCG Holdco Limited;
the shares of Baltics Classifieds Group OÜ and UAB Diginet LTU that are held by UAB Antler Group;
the shares of AllePal OÜ that are held by Baltics Classifieds Group OÜ.
own shares held by AllePal OÜ.
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
19. Loans and borrowings
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
107
Balance as at 30 April 2024
49,215
1,082
50,297
Changes from financing cash flows
     
- Repayment of borrowings
(25,000)
-
(25,000)
- Payment of lease liabilities
-
(265)
(265)
Total changes from financing cash flows
(25,000)
(265)
(25,265)
Other liability related changes
     
- New leases and lease reassessments
-
8
8
- Interest expenses
2,526
46
2,572
- Interest paid
(2,206)
(46)
(2,252)
Total other liability related changes
320
8
328
Balance as at 30 April 2025
24,535
825
25,360
20. Trade and other payables
 
2025
2024
 
(€ thousands)
(€ thousands)
Trade payables
408
399
Accrued expenses
618
437
Payroll related liabilities
1,293
1,134
Other tax
1,818
1,668
Customer credit balances
2,189
2,398
Other payables
15
224
 
6,341
6,260
21. Financial risk management
In its activities, the Group is exposed to various financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The
Directors are responsible for creation and control of overall risk management policy in the Group.
Risk management policies are established to identify and analyse the risks faced by the Group, and to set appropriate risk limits and
controls. Risk management policies and systems are reviewed on a regular basis to reflect changes in the market conditions and
the Group‘s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and
constructive control environment in which all employees understand their roles and obligations. From time to time, the Group may use
derivative financial instruments in order to hedge against certain risks.
The note below presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing the risk, and the Group’s management of capital.
a) Credit risk
Credit risk is the risk of Group's financial loss if a customer or counterparty fails to comply with contractual obligations. Credit risk is
controlled by applying credit limits depending on the risk profile of the customer and monitoring debt collection procedures.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting
date was as follows:
   
2025
2024
 
Note
(€ thousands)
(€ thousands)
Trade receivables
14
4,228
4,023
Other short-term receivables
14
268
224
Cash and cash equivalents
15
23,606
24,857
   
28,102
29,104
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also
considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and
country in which customers operate.
Credit risk related to loans receivable is managed by monitoring counterparty’s profitability and their cash flow projections. Credit risk
related to cash and cash equivalent balances is managed by monitoring credit ratings of the Group’s banks.
Notes to the Consolidated Financial Statements
continued
21. Financial risk management
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
108
Expected credit loss assessment for trade receivables
The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including
but not limited to external ratings, audited consolidated financial statements, management accounts, cash flow projections and
available press information about customers) and applying experienced credit judgement.
Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default and are aligned to
external credit rating definitions from agencies.
An ECL rate is calculated based on delinquency status and actual credit loss experience over the past three years. These rates are
multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has
been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables.
The trade receivables do not have a significant financing component. The Group’s credit terms on sales to business customers are 7-60
days from receipt of the invoice by the customer. For sales to private customers, the Group collects payments instantly at the time of
the transaction and is not exposed to credit risk.
The Group applies the simplified approach for trade receivables.
The Group has elected to use a provision matrix to calculate lifetime ECLs, which is based on:
Historical default rates over the expected life of trade receivables
Adjustment for forward-looking estimates
Impairment allowance analysis:
   
 
30 April 2025
30 April 2024
   
Trade
Impairment
 
Trade
Impairment
   
receivables
allowance
 
receivables
allowance
 
ECL rate
(€ thousands)
(€ thousands)
ECL rate
(€ thousands)
(€ thousands)
Not past due
(0.1%)
3,434
(3)
(0.1%)
3,161
(3)
1 – 30 days past due
(0.4%)
402
(1)
(0.5%)
492
(2)
31 – 60 days past due
(1.9%)
110
(2)
(2.1%)
127
(3)
61 – 90 days past due
(5.0%)
29
(1)
(5.7%)
48
(3)
> 90 days past due
(14.7%)
305
(45)
(15.4%)
243
(37)
 
(1.2%)
4,280
(52)
(1.2%)
4,071
(48)
For the movement in impairment allowance see note 14.
b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group‘s policy is to maintain sufficient amounts of cash and cash equivalents via operations, borrowings and credit facilities to
meet its commitments at a given date. This policy excludes the potential impact of extreme circumstances that cannot be reasonably
predicted, such as natural disasters.
Cash flow budgeting is performed by the Group’s management and the Group’s liquidity requirements are monitored to ensure it has
sufficient cash to meet operational needs.
The Group has an outstanding loan of €25,000 thousand and an access to a revolving credit facility with the current lender at a total of
€10,000 thousand. All of the commitment matures in July 2026. The undrawn revolving credit facility amounted to €10,000 thousand.
The covenant of these credit facilities are discussed in note 19.
The table below summarises the remaining contractual maturities of financial liabilities as at 30 April of 2025, including estimated
interest payments:
   
 
Carrying
Contractual
     
More than
Financial
amount
cash flows
Up to 1 year
1-2 years
2-5 years
5 years
liabilities
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Bank loan
24,535
(26,257)
(1,041)
(25,216)
-
-
Lease liabilities
825
(1,001)
(299)
(295)
(407)
-
Trade payables
408
(408)
(408)
-
-
-
Other payables
2,822
(2,822)
(2,822)
-
-
-
 
28,590
(30,488)
(4,570)
(25,511)
(407)
-
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
21. Financial risk management
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
109
The table below summarises the remaining contractual maturities of the Group’s financial liabilities as at 30 April of 2024, including
estimated interest payments:
   
Financial
Carrying
Contractual
     
More than
liabilities
amount
cash flows
Up to 1 year
1-2 years
2-5 years
5 years
 
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Bank loan
49,215
(56,371)
(2,896)
(2,881)
(50,594)
-
Lease liabilities
1,082
(1,313)
(317)
(294)
(654)
(48)
Trade payables
399
(399)
(399)
-
-
-
Other payables
2,622
(2,622)
(2,622)
-
-
-
 
53,318
(60,705)
(6,234)
(3,175)
(51,248)
(48)
c) Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Group's income
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return.
i) Currency risk
Euro is the functional currency of each legal entity comprising the Group, as well as the Group’s reporting currency. The Group is exposed
to currency risk on purchases that are denominated in a currency other than Euro.
The Group is not using any financial instruments to hedge against the foreign currency exchange risk.
As at 30 April 2025 and 30 April 2024, the Group had no significant monetary assets and liabilities denominated in other currencies.
ii) Interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group has no
significant interest-bearing assets.
At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
   
 
2025
2024
Carrying amount
(€ thousands)
(€ thousands)
Instruments with a variable interest rate
   
Bank loan
24,527
49,122
 
24,527
49,122
Cash flow sensitivity analysis for variable rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and
profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant.
   
2025
 
Impact of financial instruments on profit before tax
   
Impact to finance costs
 
Impact to finance costs
Financial instruments by class
Increase
(€ thousands)
Decrease
(€ thousands)
Variable rate instruments
+100 bp
(250)
-100 bp
250
   
2024
 
Impact of financial instruments on profit before tax
   
Impact to finance costs
 
Impact to finance costs
Financial instruments by class
Increase
(€ thousands)
Decrease
(€ thousands)
Variable rate instruments
+100 bp
(500)
-100 bp
500
d) Capital management
Equity in combination with net debt is considered to be capital for capital management purposes. The Group’s policy is to maintain
the confidence of creditors and the market, to fund business development opportunities in the future and comply with external capital
requirements.
e) Fair value of financial instruments
The Group’s principal financial instruments not carried at fair value are trade and other receivables, trade and other payables, non-
current and current borrowings.
The management of the Group is of the opinion that carrying amount of trade and other receivables, trade and other payables is a
reasonable approximation of fair value due to their short-term nature.
Notes to the Consolidated Financial Statements
continued
21. Financial risk management
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
110
Based on the discounted cash flow analysis performed, management considers that the borrowings carrying amount is a reasonable
approximation of fair value. The discounted cash flow analysis was performed using a market rate of interest and principal payments
discounted to a present value using interest rate as a discount rate.
A number of the Group’s accounting policies and disclosures require determination of fair value, for both financial and non-financial
assets and liabilities.
Fair value hierarchy
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are
categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Below listed are financial assets and financial liabilities categorised into different levels in a fair value hierarchy:
   
 
Carrying amount
Level 1
Level 2
Level 3
Total
2025
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Trade and other receivables
4,496
-
-
-
-
Cash and cash equivalents
23,606
-
-
-
-
Loans and borrowings
(24,535)
-
(24,535)
-
(24,535)
Trade and other payables
(5,048)
-
-
-
-
 
(1,481)
-
(24,535)
-
(24,535)
   
 
Carrying amount
Level 1
Level 2
Level 3
Total
2024
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Trade and other receivables
4,247
-
-
-
-
Cash and cash equivalents
24,857
-
-
-
-
Loans and borrowings
(49,215)
-
(49,215)
-
(49,215)
Trade and other payables
(5,126)
-
-
-
-
 
(25,237)
-
(49,215)
-
(49,215)
22. Related party transactions
On 17 July 2024 the Company purchased 4.2 million of its own shares at a price of £2.47 (€2.94) per share from ANTLER EquityCo S.à.r.l.
which is controlled by funds advised by Apax Partners LLP (1.5 million shares at a price of £2.06 (€2.40) per share was purchased from
ANTLER EquityCo S.à.r.l. on 22 January 2024). The transaction was executed as an off-market purchase for which the Company was
granted approval by its shareholders at its Annual General Meeting held on 27 September 2023. Through the same placing, ANTLER
EquityCo S.à.r.l. also sold the rest of its shareholding in the Company that represented a full exit by ANTLER EquityCo S.à.r.l. of its
position in the Company. As a result ANTLER EquityCo S.à.r.l. is no longer considered a related party to the Company.
Apart from the above and the remuneration of key management personnel (see note 23), including share option awards under PSP
scheme (see note 24), during the year ended 30 April 2025 and the year ended 30 April 2024, there were no other transactions with
related parties outside the consolidated Group.
23. Remuneration of key management personnel and other
payments
Key management personnel comprises 3 Executive Directors (CEO, CFO, COO), 6 Non-Executive Directors, Development Director and
Directors of Group companies. Remuneration of key management personnel in the reporting year, including social security and related
accruals, amounted to €1,961 thousand
1
for the year ended 30 April 2025 and €1,610 thousand for the year ended 30 April 2024. Share-
based payments amounted to €1,535 thousand for the year ended 30 April 2025 and €1,666 thousand for the year ended 30 April 2024.
During the year ended 30 April 2025 the Executive Directors of the Group were granted a set number of share options under the PSP
scheme. See note 24 for further detail.
During the year ended 30 April 2025 and 30 April 2024, key management personnel of the Group did not receive any loans, guarantees,
no other payments or property transfers occurred and no pension or retirement benefits were paid.
Directors' remuneration is detailed in the Remuneration report on page 70.
1
Remuneration of key management personnel for the year ended 30 April 2025 also includes €38 thousand dividend equivalents that relate to PSP scheme share options vested
during the year ended 30 April 2025.
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
111
24. Share-based payments
Performance Share Plan
The Group currently operates a Performance Share Plan (PSP) that is subject to a service and a non-market performance condition.
Such conditions are not taken into account in the fair value of the service received. The fair value of services received in return for share-
based incentives is measured by reference to the fair value of share-based incentives granted. The estimate of the fair value of the PSP
is measured using Black-Scholes pricing model.
The total charge in the period relating to the PSP scheme was €1,877 thousand (€2,165 thousand in the year ended 30 April 2024).
During the year, the Directors in office in total had €2,626 thousand gains (2024: €nil) arising on the exercise of share-based incentive
awards.
The PSP plan consists of share options for Executive Directors and certain key employees with a vesting period of 3 years.
If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited
if the employee leaves the Group before the options vest, unless under exceptional circumstances.
On 8 July 2024, the Group awarded 794,118 share options under the PSP scheme. These awards have a 3-year service condition and
performance condition which is measured by reference to the Group's earnings per share in the year ended 30 April 2027.
The fair value of the award granted in July 2024 was determined to be €2.85 per option using a Black-Scholes pricing model. The
resulting share-based payments charge is being spread evenly over the period between the grant date and the vesting date.
The assumptions used in the measurement of the fair value at grant date of the PSP awards are as follows:
   
   
Share price
           
   
at grant
Exercise
Expected
Vesting
Risk-free
Dividend
Fair value
Grant
 
date
price
volatility
period
rate
yield
per option
date
Condition
(€)
(€)
(%)
(years)
(%)
(%)
(€)
27 July
EPS performance condition,
             
2021
service condition
2.62
0.01
53%
3
(0.20)%
0.78%
2.56
12 July
EPS performance condition,
             
2022
service condition
1.49
0.01
69%
3
1.37%
1.96%
1.40
5 July
EPS performance condition,
             
2023
service condition
2.22
0.01
40%
3
2.54%
1.12%
2.14
8 July
EPS performance condition,
             
2024
service condition
2.95
0.01
45%
3
2.75%
1.05%
2.85
Expected volatility is estimated by considering historic average share price volatility at the grant date.
The number of options outstanding and exercisable as at 30 April 2025 was as follows:
   
 
2025
2024
 
(number)
(number)
Outstanding at 1 May
3,353,487
2,484,217
Options granted in the year
794,118
1,138,024
Options exercised in the year
(1,018,301)
(244,318)
Options forfeited in the year
-
(24,436)
Outstanding at 30 April
3,129,304
3,353,487
Exercisable at 30 April
-
-
The weighted average market value per ordinary share for options exercised in 2025 was €3.37 (2024: €2.45). The weighted average
exercise price for share options outstanding at 30 April 2025 was 1 € cent (2024: 1 € cent). The PSP awards outstanding at 30 April 2025
have a weighted average contractual life of 8.1 years (2024: 8.2 years).
25. Enquiries by Competition Authorities
As at 30 April 2025, the Group was subject to ongoing enquiries from Competition Authorities, however the Directors’ view is that the
likelihood of any material outflow of resources in respect of these enquiries is remote, and therefore no provision or contingent liability
has been recognised in the financial statements in respect of this matter (no provision or liability at 30 April 2024). The Company
continues to provide updates to previously disclosed Competition Authority enquiry below.
(i) The supervisory proceedings were initiated on 4 February 2022 by the ECA against AllePal OÜ, the operator of real estate online
classified portal, based on the complaint filed by Reales OÜ. Reales OÜ had entered into service agreement with AllePal OÜ
for the insertion of real estate ads on both of real estate online classified portals, and according to the complaint, AllePal OÜ
unfairly refused to provide the service to Reales OÜ by terminating the agreement. According to AllePal OÜ, service agreement
was terminated because the claimant used the services to provide real estate ads brokerage or aggregation services and did not
engage in real estate brokerage, for which the real estate online classifieds portals are intended. AllePal OÜ actively co-operates
with the ECA and provides all necessary information and holds negotiations with Reales OÜ in order to develop a suitable contract
and the pricing for the service needed by the claimant. On 15 March 2022, Reales OÜ submitted an additional complaint to initiate
Notes to the Consolidated Financial Statements
continued
25. Enquiries by Competition Authorities
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
112
additional supervisory proceedings against the AllePal OÜ, which alleges that the pricing difference between the prices offered to
the business and private customers indicates the abuse of a dominant position. On 1 April 2022 the ECA decided not to initiate
additional proceedings and investigate the raised question within the ongoing supervisory proceedings. Since October 2022, there
were no updates in the procedure. Based on the Estonian antitrust laws valid as of May 2025, the ongoing supervisory proceedings
cannot lead to any imposition of fines to any Group company, however, if Estonian Parliament adopts the new Law on Competition
and if proceedings against the Company are still ongoing on the date of the act taking force, ECA could have the power to impose
a fine of 10% of the whole Group's turnover under the new law (should the Competition Authority determine that any incompliant
practice is ongoing).
26. List of Subsidiaries
Company name
Registered office
Registration
Activity
Share in
Held
   
Number
 
capital
directly?
 
Highdown House, Yeoman
       
 
Way, Worthing, West
 
Acquiring participa-
   
BCG Holdco Limited
Sussex, United Kingdom,
13415193
tions
100%
Yes
 
BN99 3HH
      
UAB Antler Group
V. Nagevičiaus 3, Vilnius,
 
Management and
   
 
Lithuania
305147427
consulting services
100%
No
UAB Diginet LTU
Saltoniškių 9B-1, Vilnius,
       
 
Lithuania
126222639
Online classifieds
100%
No
OÜ AllePal
Pärnu mnt. 141, Tallinn,
       
 
Estonia
12209337
Online classifieds
100%
No
OÜ Kinnisvaraportaal
Pärnu mnt. 141, Tallinn,
10680295
Online classifieds
100%
No
 
Estonia
       
OÜ VIN Solutions
Pärnu mnt. 141, Tallinn,
       
 
Estonia
14071883
Information services
100%
No
OÜ Baltic Classifieds Group
Pärnu mnt. 141, Tallinn,
       
 
Estonia
14608656
Online classifieds
100%
No
SIA City24
Gustava Zemgala 78 - 1,
       
 
Rīga, Latvia
40003692375
Online classifieds
100%
No
BCG Holdco Limited (registered number 13415193) is exempt from the Companies Act 2006 requirements relating to the audit of its
individual accounts by virtue of section 479A of the Companies Act 2006 as Baltic Classifieds Group PLC has guaranteed the subsidiary
company under Section 479C of the Act for the year ended 30 April 2025.
27. Business combinations
On 3 March 2025, the Group's subsidiary UAB Diginet LTU acquired Untu.lt portal and customer relationships. No liabilities were acquired.
The acquired assets meet the definition of a business as per IFRS 3 therefore an acquisition accounting exercise was performed.
Untu.lt is a property valuation and broker-lead generation platform in Lithuania which has further expanded our service offering.
For the two months ended 30 April 2025, Untu contributed revenue of €15 thousand and loss of €60 thousand to Group’s result. If the
acquisition occurred on 1 May 2024, management estimates that consolidated revenue would have been higher by €180 thousand and
profit would have been lower by €48 thousand.
Consideration
€ thousands
Cash
1,000
Total consideration transferred
1,000
Acquisition related costs
€ thousands
Acquisition related costs (legal and due diligence costs) are included in other expenses for the
 
year ended 30 April 2025
13
Recognised amounts of identifiable assets acquired:
 
€ thousands
Domains
700
Relationships with clients
300
Total identifiable net assets
1,000
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
continued
27. Business combinations
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
113
Recognised amounts of identifiable intangible assets acquired and their useful economic lives:
   
 
UEL
€ thousands
Internet domains
10 years
700
Contracts and relationships
5 years
300
Total identifiable intangible assets
 
1,000
The relief-from-royalty method and multi-period excess earnings method were used for determination of the fair value of the intangible
assets. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result
of the internet domains being owned. Fair value of the internet domains amounts to €700 thousand. The multi-period excess earnings
method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash
flows related to contributory assets. Fair value of the customer relationships amounts to €300 thousand.
Goodwill arising from the acquisition has been recognised as follows:
   
 
€ thousands
Consideration transferred
1,000
Fair value of identifiable net assets
(1,000)
Goodwill
-
Net cash flow on acquisition:
   
 
€ thousands
Consideration in cash
1,000
Less cash and cash equivalents of the acquiree
-
Net cash flow on acquisition
1,000
28. Subsequent events
There were no subsequent events between 30 April 2025 and the date when the financial statements were authorised for issue that
would require adjustment or disclosure to the financial statements.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
114
Company Statement of Financial Position
As at 30 April 2025
   
   
2025
2024
 
Notes
(€ thousands)
(€ thousands)
Fixed assets
     
Investments
4
513,278
511,796
Current assets
     
Debtors: amounts falling due within one year
5
76,528
103,691
Cash at bank or in hand
6
3,097
3,062
Creditors: amounts falling due within one year
     
Amounts due to subsidiary undertakings
7
(46,831)
(43,635)
Other creditors
7
(358)
(510)
Net current assets
 
32,436
62,608
Total assets less current liabilities
 
545,714
574,404
Capital and reserves
     
Called up share capital
10
5,636
5,690
Retained earnings
 
546,452
574,436
Capital redemption reserve
 
186
132
Own shares held
11
(6,560)
(5,854)
Total Capital and reserves
 
545,714
574,404
The profit for the year of the Company was €1,217 thousand (2024: profit €2,867 thousand).
The accompanying notes form part of these financial statements.
The financial statements of Baltic Classifieds Group PLC, Company number 13357598, were approved and authorised for issue by the
board and were signed on its behalf on 2 July 2025.
Justinas Šimkus
Director
Baltic Classifieds Group PLC
Registered number 13357598
Baltic Classifieds Group PLC Annual Report and Accounts 2025
115
FINANCIAL STATEMENTS
Company Statement of Changes in Equity
   
 
Called up share
 
Capital
   
 
capital
Own shares held
redemption reserve
Retained earnings
Total equity
 
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
(€ thousands)
Balance at 30 April 2023
5,783
(6,252)
39
602,493
602,063
Profit for the period
-
-
-
2,867
2,867
Other comprehensive income
-
-
-
-
-
Total comprehensive income
-
-
-
2,867
2,867
Transactions with owners:
         
Share-based payments
-
-
-
2,165
2,165
Exercise of share options
-
398
-
(395)
3
Purchase of shares for cancellation
(93)
-
93
(19,442)
(19,442)
Dividends paid
-
-
-
(13,252)
(13,252)
Balance at 30 April 2024
5,690
(5,854)
132
574,436
574,404
Profit for the period
-
-
-
1,217
1,217
Other comprehensive income
-
-
-
-
-
Total comprehensive income
-
-
-
1,217
1,217
Transactions with owners:
         
Share-based payments
-
-
-
1,877
1,877
Exercise of share options
-
1,657
-
(1,645)
12
Acquisition of treasury shares
-
(2,363)
-
-
(2,363)
Purchase of shares for cancellation
(54)
-
54
(13,553)
(13,553)
Dividends paid
-
-
-
(15,880)
(15,880)
Balance at 30 April 2025
5,636
(6,560)
186
546,452
545,714
Set aside for dividends declared after
         
the reporting period
     
(12,500)
(12,500)
Total
     
533,952
533,214
The accompanying notes form part of these financial statements.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
116
Notes to the Company Financial Statements
1. Accounting policies
Baltic Classifieds Group PLC ("the Company") is a public company limited by shares, incorporated in England, United Kingdom on
the 26th of April 2021 with registration number 13357598 and listed on the London Stock Exchange. The Company is registered and
domiciled in the UK. Principal place of the business is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99
3HH.
Statement of compliance and basis of preparation
These financial statements of Baltic Classifieds Group PLC were prepared in accordance with the Financial Reporting Standard 102 The
Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006.
The Company financial statements have been prepared under the historical cost convention, as modified for the revaluation of certain
financial assets and liabilities through profit or loss. The current year financial information presented is from 1 May 2024 to 30 April
2025.
The Company uses the Euro (€) as functional currency and presentation currency. Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at month-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the profit or loss for the period. Non-monetary items measured at fair value are
measured using the exchange rate when fair value was determined. The Company financial statements have been rounded to the
nearest thousand except where otherwise indicated.
As permitted by Section 408 of the Companies Act 2006, an entity profit and loss account is not included as part of the published
consolidated financial statements of Baltic Classifieds Group PLC. The profit for the financial period dealt with in the financial statements
of the parent company was €1,217 thousand (2024: €2,867 thousand).
The consolidated financial statements of Baltic Classifieds Group PLC are prepared in accordance with the UK adopted International
Financial Reporting Standards and are available to the public. In these financial statements, the Company is considered to be a qualifying
entity and has applied the exemptions available under FRS 102 in respect of the following disclosures:
statement of comprehensive income with related notes;
cash flow statement with related notes; and
key management personnel compensation;
transactions with wholly-owned subsidiaries.
Going concern
The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following
reasons.
The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which
indicate that the Company will have sufficient funds to meet its liabilities as they fall due for that period.
In making this assessment the Directors have considered the fact that the Company’s activities are principally as a holding company
with long-term investments in subsidiaries funded by equity. The Company’s assets consist of investments in subsidiary undertakings,
and intercompany loan receivable balances.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due
for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a
going concern basis.
Significant accounting judgements and key sources of estimation uncertainty
In preparing the financial statements, management is required to make estimates and assumptions that affect the application of
policies and reported income, expenses, assets, and liabilities. Estimates and judgements are continually reviewed and are based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the current
circumstances. Actual results may differ from the initial estimate or judgement and any subsequent changes are accounted for with and
effect on the financial statements at the time such updated information becomes available. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised or in
any future periods affected. There are no significant judgements or key sources of estimation uncertainty for the Company.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial
statements.
Share-based payment transactions
Equity-settled awards are valued at the grant date. Fair value of the awards is measured using Black-Scholes pricing model. In the
consolidated financial statements, on the assumption that the arrangement is equity-settled, the transaction is treated as an equity-
settled share-based payment, as the group has received services in consideration for the group’s equity instruments. An expense is
recognised in the group income statement for the grant date fair value of the share-based payment over the vesting period, with a
credit recognised in equity. In the parent Company’s separate financial statements, there is no share-based payment charge, as no
Baltic Classifieds Group PLC Annual Report and Accounts 2025
117
FINANCIAL STATEMENTS
employees are providing services to the parent. The parent would therefore record a debit, recognising an increase in the investment in
the subsidiaries as a capital contribution from the parent and a credit to equity. In the subsidiaries’ financial statements, the award is
treated as an equity-settled share-based payment. An expense for the grant date fair value of the award is recognised over the vesting
period, with a credit recognised in equity. The credit to equity is treated as a capital contribution, as the parent is compensating the
subsidiaries’ employees with no cost to the subsidiaries.
Investment in subsidiaries
These are separate financial statements of the Company. The cost method is applied to investments in other companies. The cost price
increases when funds are added through capital increase or when group contributions are made to subsidiaries.
Cash at bank or in hand
Cash includes cash at banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts
of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value.
Interest receivable and interest payable
Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases
recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange
losses that are recognised in the profit and loss account.
Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income
is recognised in the profit and loss account on the date the Company’s right to receive payments is established. Foreign currency gains
and losses are reported on a net basis.
Taxation
The Company's profit for the period arises mostly from the receipt of BCG Holdco Limited intercompany loan interest income. Any
interest income received by the company is taxable as a loan relationship. However, the corresponding expense on BCG Holdco Limited
should be deductible for tax purposes. Group relief allows losses to be surrendered from loss-making companies to profitable companies
in the same group. Given BCG Holdco Limited and Baltic Classifieds Group PLC are in the same group for group relief purposes and BCG
Holdco Limited would be able to surrender its losses to Baltic Classifieds Group PLC, there is no net tax payable as a result of the loan.
In addition, Baltic Classifieds Group PLC provides taxable supplies for management service to UAB Antler Group based on management
agreement, however incurred administration costs cover revenue and as a result, no provision for Corporation tax is needed in these
financial statements.
The Company is not in scope for Pillar Two rules, as it does not meet the threshold of consolidated group annual revenue of €750 million.
Own shares held by ESOP trust
Transactions of the Company-sponsored ESOP trust are treated as being those of the Company and are therefore reflected in the
Company financial statements. In particular, the trust’s purchases and sales of shares in the Company are debited and credited directly
to equity.
Capital redemption reserve
The capital redemption reserve arises from the purchase and subsequent cancellation of the Company’s own equity share capital.
Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
a) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances, loans to Group companies are initially recognised
at transaction price (unless the arrangement constitutes a financing transaction) and are subsequently carried at amortised cost using
the effective interest method.
b) Financial liabilities
Basic financial liabilities, including trade and other payables that are classified as debt, are initially recognised at transaction price,
unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future
receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective
interest method.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which
the dividend is approved by the Company’s shareholders in the case of final dividends, or the date at which they are paid in the case of
interim dividends.
Notes to the Company Financial Statements
continued
1. Accounting policies
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
118
2. Services provided by the Company’s auditor
2025
(€ thousands)
2024
(€ thousands)
Fees payable for audit services:
Audit of the Company and consolidated financial statements
(501)
(532)
Total audit remuneration
(501)
(532)
The total fees payable for audit of the Company and consolidated financial statements include €4 thousand (2024: €43 thousand) audit
fees relating to previous financial year. Refer to note 7 to the consolidated financial statements for further detail.
3. Directors’ remuneration
The Company has no employees other than the Directors.
The aggregate remuneration of the Directors was €446 thousand (2024: €345 thousand) paid by BCG PLC. Refer to note 23 to the
consolidated financial statements for the full amounts paid by the Group.
During the year ended April 2025 and April 2024 Directors of the Company did not receive any loans, guarantees, no other payments or
property transfers occurred and no pension or retirement benefits were paid.
4. Investment in subsidiaries
(€ thousands)
Investment in subsidiaries at 30 April 2023
509,631
Share-based payments
2,165
Investment in subsidiaries at 30 April 2024
511,796
Share-based payments
1,877
Recharge of costs for share-based payments
(395)
Investment in subsidiaries at 30 April 2025
513,278
Additions to share-based payments in the year and prior year relate to equity-settled share-based payments granted to the employees of
subsidiary companies. Subsidiary undertakings are disclosed within note 26 to the consolidated financial statements.
Recharge of costs for share-based payments relates to a reimbursement from a subsidiary from one-off recharge arrangement in the
current year related to share-based payments recognised as an investment cost in the subsidiary in prior period, and therefore reduced
from the investment.
The closing balance of the investment in subsidiaries at 30 April 2025 consists of €506,452 thousand investment in BCG Holdco Limited
and share-based payments in amount to €6,826 thousand. No impairment indicators were identified for the investment in subsidiaries.
5. Debtors: amounts falling due within one year
2025
(€ thousands)
2024
(€ thousands)
Intercompany loan and interests to BCG Holdco Limited
76,226
103,444
Amounts owed by subsidiary undertakings
90
49
Other short-term receivables
212
198
76,528
103,691
Terms, repayment of intercompany loan
The loan is repayable immediately on demand by the lender. The borrower may prepay or repay any or all of the loan at any time and
bear interest at rate of 1.1% plus 1 month EURIBOR (2024: 1.1% plus 1 month EURIBOR) The loan is not expected to be paid within 12
months from the balance sheet date.
Notes to the Company Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
119
FINANCIAL STATEMENTS
6. Cash at bank or in hand
2025
(€ thousands)
2024
(€ thousands)
Cash at bank
3,097
3,062
3,097
3,062
There were no restrictions on cash at bank or in hand held at 30 April 2025 and 2024.
7. Creditors: amounts falling due within one year
2025
(€ thousands)
2024
(€ thousands)
Trade creditors
(32)
(76)
Share buybacks liability
-
(211)
Accruals
(326)
(223)
Intercompany loan and interests from Diginet LTU UAB
(46,831)
(43,635)
(47,189)
(44,145)
The loan is repayable immediately on demand by the lender, Diginet LTU UAB. The borrower may prepay or repay any or all of the loan
at any time and bear interest at a rate of 0.5% plus 1 month EURIBOR. The loan is not expected to be paid within 12 months from the
balance sheet date.
8. Financial instruments
Financial instruments utilised by the Company during the year ended 30 April 2025 may be analysed as follows:
2025
(€ thousands)
2024
(€ thousands)
Financial assets measured at amortised cost
79,625
106,752
79,625
106,752
Financial assets specified and detailed disclosed in notes 5 and 6.
2025
(€ thousands)
2024
(€ thousands)
Financial liabilities measured at amortised cost
(47,189)
(44,145)
(47,189)
(44,145)
Financial liabilities specified and detailed disclosed in note 7.
Current assets and liabilities
Financial instruments included within current assets and liabilities (excluding cash and borrowings) are generally short-term in nature
and accordingly their fair values approximate to their book values
Notes to the Company Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
120
9. Financial risk management
In its activities, the Company is exposed to various financial risks: market risk (including interest rate risk), credit risk and liquidity risk.
The Board of Directors is responsible for creation and control of overall risk management policy in the Company.
Credit risk is the current or prospective risk to earnings and capital arising from a debtor’s BCG Holdco Limited failure to meet the terms
of intercompany loan with the Company or if a debtor otherwise fails to perform.
The credit risk on cash in banks is limited because the counterparties are banks with high credit-ratings assigned by international credit-
rating agencies. Cash in banks is the only financial asset exposed to credit risk. Barclays Bank UK PLC had a credit rating of Fitch A+,
Moody's A1 as at 30 April 2025. Swedbank Bank AB had a credit rating of Moody's Aa2 as at 30 April 2025.
The Company can take on exposure to market risk, which means the risk for the Company to incur losses due to the adverse fluctuations
in the market parameters such as interest rates (interest rate risk) and currency exchange rates (foreign currency risk).
Interest rate risk is the risk of experiencing losses because of unfavorable changes of interest rate. A company granting a loan with a
fixed interest will experience supposed losses (i.e., will get less income than it could get), if the interest rate on the market is going up,
and the company which has taken a loan will experience the supposed losses, if the interest rate goes down. In case a floating interest
rate is established in the contract, market fluctuations will have an impact on the financial income/expenses earned/incurred by the
parties involved. Since a floating interest rate is applied to the loan granted by the Company to BCG Holdco Limited, the Company and
BCG Holdco Limited bear the interest rate risk. Also a floating interest rate is applied to the loan granted to the Company by Diginet LTU
UAB. The Company and Diginet LTU UAB bear the interest rate risk.
Foreign currency exchange risk is associated with potential profit variability, which may be caused by fluctuations of foreign currencies
exchange rates. Euro is the functional currency of the Company. The Company is exposed to currency risk on purchases that are
denominated in a currency other than Euro. As at 30 April 2025 the Company has 17 thousand liabilities and 54 thousand cash at bank
account in British pound. As at 30 April 2024, the Company has 227 thousand liabilities and 47 thousand cash at bank account in British
pound.
Liquidity risk is understood as incapability to fulfil undertaken obligations in due time without experiencing unacceptable losses.
Bearing in mind that the Company, BCG Holdco Limited, Antler Group UAB and Diginet LTU UAB are related parties, the Company
assumes liquidity risk to the limited extent.
10. Share capital
Number of shares
Share capital
(€ thousands)
Capital
redemption reserve
(€ thousands)
As at 30 April 2023
496,963,165
5,783
39
Purchase and cancellation of own shares
(8,018,738)
(93)
93
As at 30 April 2024
488,944,427
5,690
132
Purchase and cancellation of own shares
(4,591,748)
(54)
54
As at 30 April 2025
484,352,679
5,636
186
In October 2022 the Company initiated its share buyback program. During 2025, the Company purchased 4,591,748 (2024: 8,018,738)
ordinary shares with a par value of £0.01 for cancellation. For this reason, a capital redemption reserve was formed in amount of €186
thousand as at 30 April 2025.
Fully paid ordinary shares, which have a par value of £0.01, carry one vote per share and carry a right to dividends.
11. Own shares held
Shares held by EBT
Amount
(€ thousands)
Number
Balance as at 30 April 2023
(6,252)
3,600,000
Exercise of share options
398
(244,318)
Balance as at 30 April 2024
(5,854)
3,355,682
Purchase of shares for performance share plan
(2,363)
800,000
Exercise of share options
1,657
(1,018,301)
Balance as at 30 April 2025
(6,560)
3,137,381
Notes to the Company Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
121
FINANCIAL STATEMENTS
Notes to the Company Financial Statements
continued
12. Dividends
Dividends declared and paid by the Company were as follows:
Year ended 30 April 2025
Year ended 30 April 2024
€ cents per share
(€ thousands)
€ cents per share
(€ thousands)
2023 final dividend paid
-
-
1.7
8,359
2024 interim dividend paid
-
-
1.0
4,893
2024 final dividend paid
2.1
10,105
-
-
2025 interim dividend paid
1.2
5,775
-
-
Total
3.3
15,880
2.7
13,252
The proposed final dividend for the year ended 30 April 2025 of 2.6 € cents per share, totalling approximately €12,500 thousand, is
subject to approval by shareholders at the Annual General Meeting (“AGM”) and hence has not been included as a liability in the financial
statements. Dividends will be paid in Euros however shareholders will have an opportunity to opt for a payment in British pounds.
The 2024 final dividend of €10,105 thousand (2.1 € cents per qualifying share) was paid on 18 October 2024.
2025 interim dividend of 1.2 € cents per share, totalling €5,775 thousand was paid out on 24 January 2025.
The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived.
Dividends are paid out of the available distributable reserves of the Company.
13. Related party transactions
The Company has taken advantage of the exemption not to disclose transactions with related parties that are wholly owned within
the Group. Transactions with related parties which are not wholly owned are disclosed within note 22 to the consolidated financial
statements. Related party transactions for Directors’ remuneration are disclosed in note 3 and within note 23 to the consolidated
financial statements.
14. Ultimate parent company and parent company of larger group
The Company is a parent and the ultimate controlling party. The largest group in which the results of the Company are consolidated
is that headed by Baltic Classifieds Group PLC (registered number 13357598) with registered office in Highdown House, Yeoman
Way, Worthing, West Sussex, United Kingdom, BN99 3HH. No other group financial statements include the results of the Company.
The consolidated financial statements of Baltic Classifieds Group PLC are available to the public and may be obtained from
www.
balticclassifieds.com
.
Subsidiary BCG Holdco Limited (registered number 13415193) is exempt from the Companies Act 2006 requirements relating to the audit
of its individual accounts by virtue of Section 479A of the Act as Baltic Classifieds Group PLC has guaranteed the subsidiary company
under Section 479C of the Act for the year ended 30 April 2025. This information is disclosed within note 26 to the consolidated financial
statements.
Baltic Classifieds Group PLC Annual Report and Accounts 2025
122
Glossary
2022
– means the financial year ended 30 April
2022.
2023
– means the financial year ended 30 April
2023.
2024
– means the financial year ended 30 April
2024.
2025
– means the financial year ended 30 April
2025.
AGM
– means Annual General Meeting.
Apax
– means funds advised by Apax Partners.
ARPU
– means average revenue per user.
Admission
– means the admission of the
ordinary shares of the Company to the Official
List and to trading on the London Stock
Exchange’s main market for listed securities
which occurred on 5 July 2021.
Advertisers
– means users of the websites,
listing C2C or B2C advertisements.
B2C listers
– means listers that have a
subscription-based contract with the Group for
online classifieds services and products.
C2C listers
– means listers that transact with
the Group through one-off transactions for
online classifieds services and products and
do not have a subscription-based contract with
the Group for online classifieds services and
products.
July 2024, it had fully divested its stake in the
Company.
Marketplace
– means a place where products
and/or services are bought and sold.
OECD
– means Organisation for Economic Co-
operation and Development.
Performance Share Plan (PSP)
– means the long-
term incentive arrangement for the Executive
Directors and other eligible employees.
Portals
– means online classifieds websites.
Relationship
Agreement
refers
to
the
agreement
that
governed
the
relationship
between
the
Company
and
the
Major
Shareholder. This agreement was terminated
in July 2024 following the Major Shareholder’s
complete divestment of its shares in the
Company.
Senior Management
– means the Executive
Directors, Development Director and all Portal
Managers.
Verticals
- means specialised portals, listing
products and services of a specific market, such
as automotive, real estate and jobs & services.
CEO
– means Chief Executive Officer.
CFO
– means Chief Financial Officer.
Code
– means the UK Corporate Governance
Code published by the FRC in 2018.
COO
– means Chief Operating Officer.
Deloitte
– means Deloitte LLP or Deloitte
Lietuva, UAB both being members of the Deloitte
organisation, a global network of independent
firms.
Executive Directors
– means Justinas Šimkus,
Lina Mačienė and Simonas Orkinas.
GDP
– means gross domestic product.
Generalist portals
– means portals with no
specialisation, listing a wide range of products
and services to consumers.
KPI
– means key performance indicator.
KPMG
– means KPMG LLP, a UK limited liability
partnership and a member firm of the KPMG
global organisation of independent member
firms.
Listing
– means an advertisement posted on a
portal.
Major Shareholder
– means ANTLER EquityCo
S.à r.l., an entity controlled by funds advised by
Apax Partners. At the beginning of the financial
year, ANTLER EquityCo S.à r.l. held 27% of
the Company’s issued share capital. As of 17
Shareholder Information
Shareholder queries
Please contact our Registrar, Equiniti Limited, directly for all enquiries about your shareholding:
Online:
help.shareview.co.uk
By post:
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
By telephone:
0371 384 2030
International callers:
+44 (0)371 384 2030
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open 8.30 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales.
Electronic shareholder communication
We encourage our shareholders to opt for electronic communications as opposed to hardcopy documents by post. This has a number
of advantages for the Company and its shareholders. Increased use of electronic communications will deliver savings to the Company
in terms of administration, printing and postage costs, as well as increasing the speed of communication and provision of information
in a convenient form. Less paper also reduces our impact on the environment.
If you would like to receive notifications by email, you can register your email address by the Share Portal
help.shareview.co.uk or by
writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Please note that if you hold your shares
corporately or in a CREST account, you are not able to use the Share Portal to inform us of your preferred method of communication
and should instead write to Equiniti Limited.
Warning about share fraud
Shareholders should be aware that they may be targeted by certain organisations offering unsolicited investment advice or the
opportunity to buy or sell worthless or non-existent shares. Should you receive any unsolicited calls or documents to this effect, you
are advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised by the
United Kingdom Financial Conduct Authority (“FCA”) and doing further research.
If you are unsure or think you may have been targeted you should report the organisation to the FCA. For further information, please visit
the FCA’s website at www.fca.org.uk/scamsmart, email consumer.queries@fca.org.uk or call the FCA consumer helpline on 0800 111
6768 if calling from the United Kingdom or +44 20 7066 1000 if calling from outside the United Kingdom.
ADDITIONAL INFORMATION
Baltic Classifieds Group PLC Annual Report and Accounts 2025
123
Share price information
The Company’s ordinary shares are listed on the London Stock Exchange. The price of the Company’s shares is available on the corporate
website at
www.balticclassifieds.com
.
Financial calendar
1
3 July 2025
Dividend announcement date
12 September 2025
Dividend record date
24 September 2025
Annual General Meeting
26 September 2025
Dividend currency election deadline
17 October 2025
Dividend payment date
December 2025
Half-year results announcement
Company information
Registered office:
Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH
Company number:
13357598
Company Secretary:
Eglė Sadauskienė
Independent Auditor:
KPMG LLP
Registrar:
Equiniti Limited
Corporate Broker:
Bank of America Merrill Lynch
Forward-looking statements
Certain statements made in this Annual Report and Accounts are forward-looking statements. Such statements are based on current
expectations, forecasts and assumptions and are subject to a number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. They
appear in a number of places throughout this Annual Report and Accounts and include Statements regarding the intentions, beliefs or
current expectations of the Directors concerning, amongst other things, the Group’s results of operations, financial condition, liquidity,
prospects, growth, objectives, strategies and the business. Nothing in this Annual Report and Accounts should be construed as a profit
forecast. All forward-looking statements in this Annual Report and Accounts are made by the Directors in good faith based on the
information and knowledge available to them as at the time of their approval of this Annual Report and Accounts. Persons receiving
this report should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or
accounting standard, the Group does not undertake any obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, future developments or otherwise.
All Intellectual Property Rights in the content and materials in this Annual Report and Accounts vests in and are owned absolutely by
Baltic Classifieds Group PLC unless otherwise indicated, including in respect of or in connection with but not limited to all trademarks
and the Report’s design, text, graphics, its selection and arrangement.
1
Dates are provisional and may be subject to change.
Shareholder Information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2025
124
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