Baltic Classifieds Group PLC
Annual Report and Accounts 2026
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 on Climate-Related Financial Disclosure (“TCFD”) Report
•
Non-Financial and Sustainability Information Statement
37
Section 172(1) Statement
38
Risk Management
•
Principal Risks and Uncertainties
42
Viability Statement
GOVERNANCE REPORT
43
Corporate Governance Report
•
Letter from the Chair of the Board Trevor Mather
•
Board of Directors
•
Senior Management
•
Corporate Governance Statement 2026
•
Board Leadership and Company Purpose
•
Division of Responsibilities
•
Board Composition, Succession and Evaluation
56
Nomination Committee Report
60
Audit Committee Report
64
Directors' Remuneration Report
71
Directors' Report
FINANCIAL STATEMENTS
75
Independent Auditor's Report to the Members of Baltic Classifieds Group PLC
81
Consolidated Statement of Profit or Loss and Other Comprehensive Income
82
Consolidated Statement of Financial Position
83
Consolidated Statement of Changes in Equity
84
Consolidated Statement of Cash Flows
85
Notes to the Consolidated Financial Statements
•
Going Concern
109
Company Statement of Financial Position
110
Company Statement of Changes in Equity
111
Notes to the Company Financial Statements
ADDITIONAL INFORMATION
116
Glossary
116
Shareholder Information
Look out for our key icons throughout this report:
1
st
in the euro area
in the
euro area
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. Financial years are referred to by
the calendar year in which the reporting period ends.
Percentages, percentage changes and other ratios have been calculated using underlying unrounded data rather than the
rounded figures presented in this report. As a result, percentages, percentage changes and other ratios may not reconcile
exactly to the figures displayed. In addition, totals, subtotals and percentages may not sum precisely due to rounding.
Financial highlights
Revenue
Operating
profit
Adjusted
operating profit
1
EBITDA
1
EBITDA
margin
1
2026
€88.5m
2026
€60.4m
2026
€67.8m
2026
€68.6m
2026
78%
2024
€72.1m
2024
€38.3m
2024
€54.5m
2024
€55.3m
2024
77%
2025
€82.8m
2025
€53.5m
2025
€63.6m
2025
€64.4m
2025
78%
+7%
Basic
EPS
2026
10.8
euro cent
2024
6.5
euro cent
2025
9.3
euro cent
+16%
+13%
+7%
Adjusted
basic EPS
1
Cash generated
from operating
activities
Cash conversion
1
maintained at 99%
Leverage
1
increased to
facilitate share
buybacks
2026
12.3
euro cent
2026
€69.9m
2026
99%
2026
0.7x
2024
9.2
euro cent
2024
€59.0m
2024
99%
2024
0.5x
2025
11.3
euro cent
2025
€66.8m
2025
99%
2025
0.1x
+9%
+5%
+7%
Profit
for the year
2026
€50.9m
2024
€32.0m
2025
€44.8m
+14%
Adjusted
net income
1
2026
€58.1m
2024
€45.0m
2025
€54.4m
+7%
1
Alternative performance measure (see note 4 to the consolidated financial statements on pages 92 to 93).
Baltic Classifieds Group PLC Annual Report and Accounts 2026
1
STRATEGIC REPORT
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
third-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 a 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 reporting period.
3
In Jobs & Services business line B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore, Jobs portal information is presented for B2C
and Services platforms information is presented for C2C.
4
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.
5
Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).
6
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.
Strategic Highlights continued
Operational highlights
Each Baltic resident visits BCG
portals on average
10 times per month
2026
56.9m
2024
56.0m
2025
57.0m
Maintained strong leadership position
2
(in times vs. closest competitor)
Auto
Real Estate
Jobs
3
B2C customers
Average monthly
number of B2C users
2026
3,631
2024
3,732
2025
3,724
-2%
2026
5,260
2024
4,926
2025
5,109
+3%
2026
2,330
2024
2,271
2025
2,301
+1%
Auto
Real Estate
Jobs
3
B2C revenue
Average monthly
revenue per user (ARPU)
2026
€378
2024
€289
2025
€333
+13%
2026
€252
2024
€181
2025
€217
+16%
2026
€496
2024
€412
2025
€461
+8%
C2C active ads
4
Average number
of active ads
Auto
5
2026
25,901
2024
33,695
2025
35,207
Real Estate
2026
21,108
2024
20,016
2025
22,404
-6%
-26%
Services
3
2026
10,356
2024
8,560
2025
9,207
Auto
5
Real Estate
Generalist
6
C2C listed ads
4
Average monthly
number of listed ads
2026
17,388
2024
24,140
2025
23,054
-25%
2026
7,839
2024
8,664
2025
8,787
-11%
2026
77,756
2024
99,271
2025
89,610
-13%
Generalist
6
2026
581,137
2024
578,490
2025
595,038
-2%
Auto
5
Real Estate
Services
3
C2C revenue per
active ad
4
Average monthly
revenue per active ad
2026
€27
2024
€20
2025
€22
+25%
2026
€30
2024
€23
2025
€25
+19%
2026
€26
2024
€24
2025
€27
-3%
Auto
5
Real Estate
Generalist
6
C2C revenue per
listed ad
4
Average revenue
per listed ad
2026
€41
2024
€28
2025
€34
+22%
2026
€80
2024
€52
2025
€64
+25%
2026
€10
2024
€7
2025
€8
+23%
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
95
%
more
than
2026: > 95%
2025: > 95%
2024: > 95%
Employees
Senior Management
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, increased by 21%
in 2026
2026
46
2024
54
2025
38
+21%
Average employee tenure
2026
12
2026
8
2024
13
2024
8
2025
11
2025
9
We love
transactions!
2026
47
:
53
2025
49:51
2024
50:50
Female
Male
Baltic Classifieds Group PLC Annual Report and Accounts 2026
3
STRATEGIC REPORT
Baltic Classifieds Group PLC Annual Report and Accounts 2026
2
+12%
Autoplius
2025: 6x
2024: 6x
2023: 5x
2025: 36x
2024: 40x
2023: 35x
2025: 27x
2024: 18x
2023: 20x
2025: 13x
2024: 16x
2023: 14x
2025: 5x
2024: 7x
2023: 7x
2025: 21x
2024: 19x
2023: 16x
Auto24
Aruodas
KV plus City24
in Estonia
CVbankas
Skelbiu
5x
16x
28x
5x
24x
62x
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
4
5
STRATEGIC REPORT
Chair’s Statement
Our consistent growth, resilience through changing market conditions and
disciplined focus on our core strengths continue to set us apart.”
Trevor Mather,
Chair
“
Board changes and governance
Strong governance remains a cornerstone
of our success. Building on our stated
succession
ambitions,
the
Board
continued to focus on composition, skills
and long-term effectiveness.
The Board continued to strengthen its
oversight
of
risks
and
opportunities,
including AI and cyber security, with
regular internal updates and external
briefings to ensure informed, balanced
decision-making.
Following
a
comprehensive
external
Board performance review, the Board was
confirmed to be operating effectively, with
constructive challenge and clear strategic
oversight. An excerpt from the review
summary:
“BCG compares exceptionally well to other
Boards. The depth of industry experience
among their Non-Executive Directors sets
the BCG apart from many of its peers, and
this is a key driver in enabling the Board to
add tangible value to the organisation, but
Directors are also refreshingly disciplined
about
where
they
intervene,
giving
management space to deliver”.
The review also informed work on Board
succession planning. During the year, the
Company utilised its succession planning
framework following Simonas Orkinas'
decision to retire as Chief Operating
Officer. As part of a planned and orderly
transition, Artūras Mizeras was appointed
to succeed Simonas as Chief Operating
Officer. Artūras will assume the Chief
Operating Officer role but will not join the
Board at that time. A clear succession
roadmap
has
also
been
developed
to
support
future
Board
and
Senior
Management succession requirements.
On behalf of the Board, I would like to
extend our sincere thanks to Simonas
for his exceptional contribution to the
Group over the past 18 years. As the first
employee of Skelbiu.lt, he has played an
important role in the Group's journey from
its early beginnings to becoming a publicly
listed company. His dedication, leadership
and deep knowledge of the business
have been invaluable, and we are deeply
grateful for his significant contribution.
We wish him every success in the future.
For more on our Board see pages 44
and 45; Board effectiveness see page
58 and Governance see page 43.
Overview
The past year has been one of continued
resilience
and
disciplined
execution
of strategy for the Group. Our portals
remain within the most visited sites in
Lithuania and Estonia, and we continue
to hold a significant lead over our nearest
competitors across our largest sites,
meanwhile our take rates across Real
Estate, Auto and Jobs remain well below
those of similar leading marketplaces
across the western world.
2026 was not without challenges. Market
conditions remained mixed, with a slow
recovery
in
the
Estonian
automotive
market and changes to the Lithuanian
second-pillar pension system affecting
consumer behaviour. An unusually long and
severe winter also impacted transaction
volumes across Autos, Generalist and
Services. Despite these headwinds, the
Group again delivered strong results,
reflecting both the resilience of our
model and the strength and focus of our
execution which continues to set us apart.
Maximising shareholder value
The
Board
remains
committed
to
a
disciplined
and
transparent
capital
allocation
framework.
We
intend
to
return meaningfully all excess cash to
shareholders in a timely manner through
dividends and share buybacks and are
comfortable operating with an appropriate
level of leverage where this enhances
long-term shareholder value.
During the year, we have made strategic
use of leverage to support share buybacks,
reflecting both confidence in the long-term
prospects of the business and our strong
belief that the share price has not reflected
the Group’s underlying value this year.
The Board continues to monitor market
perceptions closely, including sentiment
around AI, and remains clear on the
strength and resilience of our marketplace
model.
We also completed a consultation on a
new
Remuneration
Policy,
responding
constructively to shareholder feedback
and ensuring that executive incentives
remain
appropriately
aligned
with
long-term performance and value creation.
For more on our capital allocation and
remuneration see the Financial Review
and Remuneration Report on pages 19
and 64.
Chair's Statement
continued
Employees
The Group is led by an experienced
management
team
at
both
Group
and portal level, united by a shared
commitment to rapid decision-making,
lean operations, trust and collaboration.
As a Board, we remain acutely aware of
the importance of culture and ensure it is
reflected in our discussions and decision-
making.
During the year, we further strengthened
the Board’s focus on culture, behaviours
and
decision-making.
This
included
direct engagement with employees, time
spent understanding our operations at
local level and regular consideration of
workforce and ethical matters. As a Board,
we remain conscious of our role in setting
the tone from the top, and the expanded
disclosure on Board oversight of culture
in the Governance Report provides greater
insight into how the Board assesses,
discusses
and
supports
the
Group’s
culture in practice.
We are proud of our people and the role
they play in building a resilient, adaptable
and innovative business.
For more on our Purpose and Culture
see page 11 and our People see pages
29 to 32.
Environment, Social and
Governance
I remain closely involved in ESG matters,
jointly
sponsoring
the
Group’s
ESG
working group alongside Jurgita.
Our priorities are clear: to protect and
support our people, customers and wider
stakeholders, while acting responsibly
and respectfully towards the environment.
During the year, we continued to make
tangible
progress,
including
further
decreasing
emissions
from
company
vehicles, increasing the proportion of
renewable electricity used and continued
focus on diversity and inclusion.
The Group’s approach to ESG is pragmatic
and embedded — aligned with long-term
value creation rather than short-term
targets alone.
For more on our ESG see pages 22 to
36.
Looking ahead
While
market
conditions
remain
uncertain in parts of the Baltic region, the
fundamentals of our business are strong.
Our strategy remains consistent, relevant
and achievable which is to focus on the
core of our marketplaces, continuously
improve
the
consumer
experience,
evolve pricing and packaging, and invest
selectively in products and technologies,
including AI, that strengthen our platforms
and reduce friction for users.
The Board is confident in the Group’s
long-term prospects and looks ahead with
optimism.
On behalf of the Board, I would like
to thank all our employees for their
continued dedication and contribution,
and our consumers, advertisers, partners
and shareholders for their ongoing trust
and support.
Trevor Mather
Chair
1 July 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
6
7
STRATEGIC REPORT
“
CEO’s Statement
This past year presented a challenging
landscape, yet BCG once again demonstrated
the resilience of its business model. We
delivered solid financial results, with both
revenue and EBITDA growing by 7%. We also
successfully maintained our highly attractive
EBITDA margin at 78%. Excluding the impact
of the introduction of the car tax in Estonia
in January 2025, which created significant
headwinds for listing volumes on our Auto24
portal, the broader BCG portfolio delivered
double-digit growth.
Across our verticals, Real Estate was our clear
growth champion, delivering an exceptional
17% increase in revenue for the full year. We
also saw healthy momentum in our Jobs &
Services segment, where revenue growth
accelerated from 7% in the first half to 11% in
the second half, resulting in a 9% increase for
the full year. Our Auto business remained flat
- a highly resilient performance considering
the strong volume headwinds and the coldest
winter our region has experienced in 30 years.
Finally, our Generalist segment, while our
smallest business line, continues to provide
a defensive element to the portfolio and
delivered steady revenue growth of 3%.
Looking ahead, the strategic C2C price
changes we implemented in March 2026,
alongside our planned B2C enhancements
for the autumn, position us well to accelerate
our top-line growth back into the double digits
next financial year.
Maintained strong consumer
engagement and market leadership:
•
On average, a resident in the Baltics visited
one of our sites ten times per month
1
.
•
Our site leadership positions
2
remained
strong for all of our largest websites:
Autoplius at 5x (6x in 2025), Auto24 at
28x (36x in 2025), Aruodas at 62x (27x in
2025), KV plus City24 in Estonia at 16x (13x
in 2025), CVBankas at 5x (5x in 2025) and
Skelbiu at 24x (21x in 2025).
Maintained a resilient customer
base and delivered continued
monetisation growth:
•
The average monthly number of business
customers
remained
broadly
stable:
automotive dealers -2%, real estate brokers
+3%, customers in Jobs
3
+1%.
•
Auto, Real Estate and Generalist all saw
a decrease in inventory levels. Active C2C
ads decreased by 26% in Auto
4
, 6% in Real
Estate, and 2% in Generalist
5
. Services
active C2C ads grew by 12%.
•
Pricing and packaging changes supported
ARPU
6
growth in B2C across all business
areas. Within C2C, yields
6
increased in Auto,
Real Estate and Generalist, reflecting the
combined effect of pricing and packaging
changes and greater uptake of longer-
term packages. In contrast, Services yield
decreased, primarily due to changes in the
mix of service providers.
Market context:
Inflationary pressures re-emerged in Lithuania
and Latvia in calendar year 2025, following an
unusually low inflation environment in calendar
year 2024, while Estonia also recorded higher
inflation, although the increase was less
pronounced. Against this backdrop, average
real estate prices increased across all three
Baltic countries, supported by continued wage
growth, resilient labour markets and improving
domestic demand. In the automotive market,
average listed car prices also increased in
Lithuania
and
Estonia,
although
Estonia
faced a more challenging market environment
following the introduction of the vehicle tax in
January 2025.
Automotive markets in Lithuania and Estonia
showed different trends. Lithuania maintained
a solid growth, supported by sustained growth
in used car imports, rising new car sales,
and improving consumer purchasing power,
while Estonia faced headwinds following
the introduction of the vehicle registration
and ownership tax in January 2025. Across
both markets, total automotive transactions
declined by 11%, as growth in Lithuania was
outweighed by lower volumes in Estonia. At the
same time, the average car price on our auto
sites increased by 2%, indicating continued
Looking ahead, the strategic C2C price
changes we implemented in March 2026,
alongside our planned B2C enhancements
for the autumn, position us well to
accelerate our top-line growth back into the
double digits next financial year.
Justinas Šimkus,
CEO
1
Source: Google Analytics, 2026.
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 a 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 reporting period.
3
In Jobs & Services business line B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore Jobs portal information is presented for
B2C and Services platforms information is presented for C2C.
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.
6
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 client).
price growth, although the reported increase
was moderated by a shift in the geographical
sales mix following a decline in Estonian sales,
where average vehicle prices are higher.
Real estate market activity strengthened,
supported
by
lower
interest
rates
and
a
gradually
improving
macroeconomic
environment
across
the
region.
Total
transaction volumes increased by 5% over
the past 12 months, while average apartment
prices in the Baltic capital cities also rose by
5% in calendar year 2025. Lithuania remained
the main driver of activity, with total transaction
volumes increasing by 9%, whereas Latvia
and Estonia were broadly stable, with only
slight declines in volumes. Price growth was
strongest in Vilnius and Riga, while Tallinn
remained broadly stable.
Over the past 12 months, employer activity
moderated, with the number of job ads
listed declining by 4% while the number of
companies grew by 1% year-on-year. Monthly
postings were generally lower throughout the
period, before showing early signs of recovery
in March-April 2026. By contrast, jobseeker
activity remained broadly consistent with
the elevated levels seen in previous years,
indicating
continued
engagement
from
candidates despite lower employer demand.
This was supported by Lithuania’s continued
positive net migration trend. At the same
time, the Lithuanian labour market remained
resilient, with unemployment decreasing and
average salaries rising by 8%, highlighting still
healthy underlying labour market conditions.
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. Competition, primarily
from our own vertical platforms as well as from
other marketplaces, contributed to a decline in
paid listings on our Generalist platform, while
free listings remained stable, resulting in a
slight 2% decrease in total inventory this year.
For more details on market context see
the Market Overview on pages 7 to 9.
While it was undoubtedly a challenging year,
the morale and motivation of our team have
remained remarkably strong. I am incredibly
proud that over 95% of our employees
continue to feel proud to be part of the BCG
team. I want to express my deepest gratitude
to all of my colleagues for their unwavering
dedication and outstanding efforts.
Justinas Šimkus
Chief Executive Officer
1 July 2026
0%
1%
2%
3%
4%
5%
6%
2%
4%
6%
8%
10%
12%
6%
7%
8%
Source: Skandinaviska Enskilda Banken (SEB), May 2026. Actual figures in 2024-2025 and forecasted figures in 2026-2027
Consumer prices, YoY change
Wages, YoY change
Unemployment
Lithuania
Estonia
Latvia
Euro area
Lithuania
Estonia
Latvia
Euro area
Lithuania
Estonia
Latvia
Euro area
2024
2024
2024
2025
2025
2025
2026F
2026F
2026F
2027F
2027F
2027F
1
Source: Skandinaviska Enskilda Banken (SEB), May 2026.
2
Source: Worldometers, May 2026.
3
Source: Eurostat, June 2026.
Market Overview
Macroeconomic overview
The Group operates in the Baltic region,
generating 73% of its revenue for the
financial year from Lithuania, 25% 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 2025: 40% in Lithuania, 24%
in Estonia and 49% 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: 1.8 million)
2
and had a
nominal aggregate GDP of approximately
€168.9 billion in 2025 (Lithuania: €84.3
billion, Estonia: €41.6 billion and Latvia:
€43.0 billion).
3
4.6%
4.0%
Source:
Eurostat (data for EA members),
The Office for National Statistics (data for United Kingdom)
Real GDP per capita, CAGR 2000-2025
Lithuania
Latvia
Estonia
Poland
Euro area
Germany
United Kingdom
Spain
France
Italy
2.9%
3.7%
0.9%
0.7%
0.9%
0.6%
0.8%
0.2%
The region’s economy has demonstrated
resilience and ability to grow significantly
over the period of last 25 years, with real
GDP per capita growing at a compound
annual growth rate (“CAGR”) of 4.6% in
Lithuania, 2.9% in Estonia and 4.0% in
Latvia from 2000 to 2025, compared to
0.9% in the euro area.
After
withstanding
multiple
shocks
in recent years - from the pandemic
to war-related disruptions - the Baltic
economies entered 2025 with gradual
recovery
momentum,
although
the
outlook became more challenging due
to renewed geopolitical uncertainty and
sharply rising energy prices. In 2025, all
three Baltic economies recorded positive
GDP growth, with Lithuania expanding
by 2.9%, Latvia rebounding to 2.1%, and
Estonia returning to growth at 0.6%, while
labour markets remained broadly resilient
despite
somewhat
higher
inflation.
1
Looking ahead, GDP growth in the Baltics
is forecast to remain solid in 2026 and
2027. GDP is expected to grow by 3.2%
in 2026 and 2.1% in 2027 in Lithuania, by
2.5% and 2.7% respectively in Estonia, and
by 2.2% and 2.4% respectively in Latvia.
1
Inflationary
pressures
re-emerged
in
Lithuania and Latvia in 2025, following
an unusually low inflation environment in
2024, while Estonia also recorded higher
inflation, although the increase was less
pronounced.
Consumer
price
growth
reached 3.4% in Lithuania, 4.8% in Estonia,
and 3.8% in Latvia, indicating a renewed
build-up in price pressures, although still
far below the high levels recorded two
years earlier.
In 2025, wage growth remained robust,
although it moderated compared with
2024. Wages and salaries increased by
8.4% in Lithuania, 5.6% in Estonia, and
7.7% in Latvia, underlining continued
labour market resilience and supporting
household income growth across the
region.
At the same time, labour market conditions
across the Baltic states remained broadly
resilient, with unemployment easing to
6.9% in Lithuania and 7.5% in Estonia,
while remaining stable at 6.9% in Latvia.
While labour markets continued to show
resilience,
unemployment
remained
slightly above the euro area average,
indicating some spare capacity across the
region.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
8
9
STRATEGIC REPORT
1
Lithuanian Hydrometeorological Service, 2026 and University of Tartu, 2026.
2
Number of transactions in Lithuania and Estonia, including vehicles that were registered in these countries for the first time.
3
Source: The Lithuanian Department of Statistics.
4
Source: Skandinaviska Enskilda Banken (SEB), May 2026.
Average used vehicle price, € thousand
New vehicle transactions, thousand
Used vehicle transactions, thousand
Source: Company information (average used vehicle price);
State Enterprise Regitra, AutoTyrimai, Estonian Transport
Administration (number of transactions)
Average used vehicle price and total
transactions
2
2024
464
517
53
11.8
2025
488
547
59
12.1
2026
425
488
63
12.3
Baltic
Classifieds
Group
operates
automotive portals in Lithuania and Estonia.
Over the past 12 months, the automotive
market
in
Lithuania
maintained
solid
growth, supported by growing new car sales,
continued growth in used car imports, and
improving consumer purchasing power.
On the contrary, the automotive market
in Estonia faced significant headwinds
following the introduction of the vehicle
registration and ownership tax in January
2025.
The combined auto markets in Lithuania and
Estonia proved resilient despite significant
volume headwinds from the introduction
of a vehicle tax in Estonia, as well as
exceptionally
harsh
winter
conditions
across the region. The winter was one of
the coldest in recent decades, with both
January and February 2026 substantially
colder than seasonal averages
1
. It was not
only unusually cold, but also prolonged, with
significant snowfall and snow accumulation
disrupting normal market activity. The
extended period of freezing temperatures
and persistent snow cover likely delayed
some C2C transactions, as adverse weather
conditions
make
vehicle
inspection,
washing, photography and test drives more
difficult and less attractive for both buyers
and sellers.
During this financial year, the number of
new car transactions increased by 7% to
63 thousand per year, while the number
of used car transactions, the segment
most relevant to the Group’s automotive
platforms, declined by 13% to 425 thousand
per year, combined across both Lithuanian
and Estonian markets. Lithuania continued
to demonstrate strong automotive market
activity, which increased by 8% year-on-year,
supported by sustained growth in used car
imports, where they represent a significant
portion of dealer business. In Estonia,
transactions declined by 43% year-on-year,
reflecting the introduction of the new vehicle
tax, extremely cold winter, and a particularly
demanding comparison against record-
high volumes in the prior year, as some
purchases were likely brought forward into
late calendar year 2024 ahead of the new
tax. Nevertheless, the Estonian automotive
market is showing signs of improvement in
the early months of 2026.
The average price of a car within our
auto sites increased by 2%, reaching
approximately
€12.3
thousand.
Continuously increasing price levels are
supported by healthy demand in Lithuania,
where improving disposable incomes and
favourable financing conditions remained
supportive. In Estonia, average car prices
increased as the introduction of the new
vehicle tax reduced the supply of lower-
priced vehicles on the market, causing the
listing mix to shift towards more expensive
cars and therefore lifting average prices.
Automotive market
Market Overview
continued
A combination of a slightly higher average
car price, and improving consumer financing
conditions, driven by lower Euribor rates,
supported an improving dealer margin
environment in Lithuania. Dealers benefited
from
rising
transaction
volumes
and
values, and faster inventory turnover, while
lower financing costs also made used car
purchases more accessible to consumers,
sustaining strong demand in Lithuania. In
contrast, market activity in Estonia was
disrupted by the introduction of vehicle
transaction and ownership taxes, which
negatively affected buyer demand. As a
result, transaction volumes declined and
average selling times increased.
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), 80% (25% with mortgage or loan)
and 82% (14% with mortgage or loan)
respectively.
1
Accordingly,
secondary
market transactions in the region are
popular and account for the majority of
real estate transactions.
2
During the last 12 months ending April
2026, the Baltic real estate market has
benefitted from a reduction in interest
rates, growing Lithuanian and Latvian
economies,
and
Estonian
economy
recovering from a recessionary phase.
These factors led to a 5% increase in the
number of real estate transactions in
2026, bringing the total to 226 thousand
transactions. This figure includes 104
thousand
3
residential and 121 thousand
3
non-residential
real
estate
and
land
transactions.
The Baltic capital cities achieved an
average apartment price increase of 5%
in calendar year 2025, led by strong 5%
growth in both Vilnius and Riga. Tallinn
prices remained stable with a 1% rise, as
a shortage of newly built homes shifted
the market mix towards older properties,
making overall price growth appear lower
than it actually was. The overall upward
momentum in real estate prices across
the Baltics was supported by growing
economies, declining interest rates, and
improving consumer confidence.
Lithuania remained the main driver of
regional activity, accounting for 60% of
total Baltic transactions and recording
a 9% increase in total volume, supported
by a 12% surge in residential transactions
from May 2025 to April 2026. This
activity was supported by an increase in
consumer spending from autumn 2025,
as households brought forward purchases
in anticipation of changes to Lithuania's
second-pillar pension system, which from
April 2026 permit partial withdrawals of
pension savings. At the same time, the
supply was constrained in the first quarter
of calendar year 2026, as some sellers
delayed listing properties in anticipation of
the reform and the forthcoming reduction
in mortgage down payment requirements,
which will come into effect in August 2026.
While transaction volumes slightly dipped
in Latvia and Estonia, both markets
demonstrated solid underlying activity.
Latvia’s market remained stable overall,
with
growth
concentrated
in
energy-
efficient new developments that offset
slower turnover in older housing stock.
In
Estonia,
total
transaction
volume
remained stable as well.
Real estate market
Real estate transactions, thousand
Source: State Enterprise Centre of Registers Lithuania,
Land Register Latvia, Land Board Estonia
2024
195
2025
215
2026
226
Real estate transactions during financial
years
5
Average apartment price in calendar
years
4
Average apartment price per m
2
, € thousand
Source: Swedbank
2023
2024
2025
2.3
2.4
2.5
1
The home ownership rate measures the share of the population who are owner-occupants with or without a mortgage. Source: Eurostat, calendar year 2025.
2
Source: Company information.
3
Source: State Enterprise Centre of Registers Lithuania, Land Register Latvia, Land Board Estonia. The data is preliminary, as there are delays in the registration of information in
the Land Register Latvia.
4
Average apartment price per square metre in Vilnius, Tallinn and Riga during calendar years 2023, 2024 and 2025.
5
Total number of real estate transactions in Lithuania, Estonia and Latvia.
6
E-commerce retail value RSP (retail selling price) excl. sales tax in calendar years. Figures, including historical data, have been updated to reflect changes in Euromonitor data.
The Group operates an online jobs board in
Lithuania. Over the past 12 months ending
April 2026, employer activity moderated,
with the number of job ads listed declining
by 4% year-on-year. Monthly postings were
generally lower throughout the period,
before showing early signs of recovery
in March-April 2026, pointing to resilient
underlying demand for workers in the
Lithuanian job market.
A competitive labour market and increased
minimum wages have supported strong
wage growth. Over the past ten years,
the compound annual growth rate of the
average gross wage was a notable 10%,
demonstrating consistent and substantial
salary increases.
3
The calendar year 2025
was similar as well, with the average
gross wage in Lithuania increasing by
8%. Growing wages continue to support
the trend towards greater investment in
employee search and selection.
The
average
unemployment
rate
in
Lithuania declined slightly from 7.1%
to 6.9% in calendar year 2025. A further
improvement to 6.8% is expected in 2026,
supported by forecast GDP growth of 3.2%.
4
Employment levels, which remained close
to record highs, highlighted the continued
resilience of the Lithuanian labour market
despite
continued
uncertainty
in
the
geopolitical environment.
Jobseeker activity remained resilient -
over the past 12 months ending April
2026, application volumes on CVbankas.lt
remained broadly in line with the elevated
levels recorded a year earlier. This was
supported
by
Lithuania’s
continued
positive net migration trend and a broadly
stable labour market environment.
The Group also operates services portals
in Lithuania, Latvia and Estonia. In 2026,
the number of active advertisements on
our portals increased by 12% year-on-year,
reflecting continued strong engagement
with our platforms.
Jobs and services market
Market Overview
continued
The Group operates generalist portals in
Lithuania and Estonia. The Lithuanian
and
Estonian
e-commerce
markets
experienced significant growth, with a
combined CAGR of 20% from calendar year
2017 to 2019, 37% from 2019 to 2021, and
14% from 2021 to 2025. Although growth
in recent years has normalised since the
peak pandemic years of 2020 and 2021,
it has remained at healthy levels. This
sustained growth continued to support
our generalist platforms and ancillary
offerings, 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. In
particular, it competes with our own
verticals, and we are comfortable with
users
shifting
to
dedicated,
tailored
platforms that offer a better experience
E-commerce market growth
6
Source: Euromonitor, May 2026. Actual figures in 2017-2025 and forecasted figures in 2026-2028
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
2,360
1,182
3,542
2025
2,880
1,274
4,154
2026F
3,225
1,393
4,618
2027F
3,579
1,509
5,088
2028F
3,889
1,628
5,517
Lithuania, € million
Estonia, € million
Generalist market
and improved monetisation opportunities.
The pure generalist categories are also
under pressure from C2C marketplaces
like
Vinted
and
international
B2C
platforms such as Temu. Despite these
challenges, Skelbiu.lt is now the fifth most-
visited website in Lithuania according to
Similarweb data and continues to operate
as 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 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
10
11
STRATEGIC REPORT
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 5x (6x in 2025), Auto24 at 28x (36x in
2025), Aruodas at 62x (27x in 2025), KV
plus City24 in Estonia at 16x (13x in 2025),
CVBankas at 5x (5x in 2025) and Skelbiu at
24x (21x in 2025).
The Group’s portals also are among the
most visited websites in Lithuania and
Estonia. According to April 2026 ratings
from
Similarweb
(which
also
include
websites
such
as
Google,
Facebook,
Youtube and local online news portals),
Skelbiu was the 5
th
, Autoplius – 7
th
, Auto24 –
10
th
, Aruodas – 15
th
, KV – 14
th
, Osta –
16
th
most visited site in their respective
countries.
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
builds a scalable infrastructure capable
of handling increasing traffic levels and
serving as a practical foundation for
data-driven and AI-enabled products.
•
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.
Together,
these
strategic
decisions
demonstrate how our tangible assets,
including
our
scalable
technology
infrastructure,
and
intangible
assets,
such as our proprietary platforms, brand
strength and skilled workforce, are integral
to our long-term value creation.
For our strategic aims see Moving our
Strategy Forward on pages 14 to 15.
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 50 to 51 for information on
our stakeholders and our approach to
engagement.
See pages 22 to 36 for information on
our approach to Sustainability.
Our Business at a Glance
We love
transactions!
BCG is a set of leading online classifieds websites across real estate, auto, jobs and
services, and general merchandise in the Baltic region. The Group is proud to be operating
14 online portals as shown in the Our brands section in the table below.
Our portals are among the most visited websites in Lithuania and Estonia. The majority
of the Group’s traffic is derived from owned sources: direct visits, branded organic search
and email, together accounting for 77% of total traffic
1
. In terms of external acquisition
channels, traffic generated through generative AI platforms remains insignificant at
approximately 0.2% of total traffic, while paid search traffic is also minimal. This small
share of AI-driven traffic stands in contrast to regional trends, where AI adoption in the
Baltics grew to 38% during the 2025 calendar year (above EU average of 33%).
2
This
indicates that despite rising AI adoption for other tasks, users consistently prefer our
marketplaces as the definitive starting point for their journey. Consequently, the Group’s
reliance on paid search channels and AI-driven discovery is minimal, allowing us to
maintain total marketing expenses at just under 2% 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 2026, the Group’s portals
were visited on average 56.9 million times per month which means that on average, a
resident in the Baltics visited one of our sites ten times every month.
3
1
Source: Similarweb data for the Group’s largest portals, representing c. 90% of Group revenue, 2026.
2
Source: Eurostat, 2025.
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 third-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.
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 a 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 reporting period.
BCG is a set of leading
online classifieds websites
across real estate, auto,
jobs and services, and
general merchandise in the
Baltic region.
“
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.
Auto
Real Estate
Jobs & Services
Generalist
Our brands
Lithuania
Estonia
Latvia
% of BCG revenue
for 2026
36%
29%
20%
15%
(Jobs)
(Services)
(Services)
(Services)
Our portals are arguably among the easiest and most effective ways for advertisers
to reach relevant audiences and facilitate transactions in real estate, auto, and
general merchandise, as well as job seeking, recruiting and finding service providers.
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 Our brands section 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.
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 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
12
13
STRATEGIC REPORT
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 a 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 reporting period.
2
Source: Google Analytics, 2026.
3
Source: Similarweb data for the Group’s largest portals, representing c. 90% of Group revenue, 2026.
4
Annual BCG employee survey results, 2026.
Why Invest in Us
continued
1
Calendar years.
2
Calendar year 2025. Source: Skandinaviska Enskilda Banken (SEB), May 2026.
3
Source: Eurostat.
4
Source: IMD World Digital Competitiveness Ranking 2025 by International Institute
for Management Development.
5
Source: Digital Quality of Life, 2025.
6
Source: Capgemini eGovernment Benchmark 2025.
7
Alternative performance measure (see note 4 to the consolidated financial
statements on pages 92 to 93). 2023-2026 EBITDA and 2021-2022 adjusted EBITDA.
Why Invest in Us
Attractive business environment
Proven track record and strong financial position
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
Low public debt
gross public debt to GDP ratio
2
40%
in Lithuania
24%
in Estonia
49%
in Latvia
87%
euro area average
eGovernment performance score
out of 100 in terms of the maturity of digital public services
6
85
Lithuania
89
Estonia
85
Latvia
74
EU27
Digitally
competitive
environment
IMD World Digital Competitiveness Ranking
4
#
17
Lithuania
#
26
Estonia
#
31
Latvia
Significant
monetisation
headroom
Our take rates are
lower than those of our
international peers
Robust EBITDA
7
growth
16%
EBITDA CAGR, 2021-2026
Highly cash
generative
99%
Cash conversion
7
Strong revenue
growth
16%
Revenue CAGR, 2021-2026
Exceptional
EBITDA margin
7
78%
Strong Balance
Sheet
0.7x
leverage
7
compared to 2.75 at IPO in July 2021
High digital
quality of life
Strong foundations support our growth
Leadership position
1
in number of times against closest competitor
BCG is a set of leading online classifieds websites across real estate, auto, jobs,
services and general merchandise in the Baltics
Go-to
destination
Highly
engaged
team
Committed to
sustainability
Benefiting
from synergies
Experienced
and diverse
team
Defensible
gateway brands
Fragmented
customer base
56.9m visits per month
Group’s portals were visited on average 56.9 million times
a month.
2
This equals to each resident in the Baltics
visiting our site 10 times per month
>95%
more than 95% of our employees feel proud to be a part of
the BCG team
4
75%
despite a year-on-year increase resulting
from the expansion of office space
in Vilnius and unusually cold winter
conditions, we have reduced our Scope 1
and 2 carbon emissions by 75% since 2022
#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
8 and 12 years of tenure
average 8 years of tenure per employee and average 12
years of tenure per Senior Management employee
47:53
the split between women and men in our organisation
77%
The majority of the Group’s traffic is derived
from owned sources: direct visits, branded
organic search and email
3
54% B2C and 37% C2C
Core classifieds revenue amounts to 91%.
Having a significant part of C2C adds to
customer fragmentation
We are a clear
leader
in digital security globally
5
#
15
Lithuania
#
2
Estonia
#
14
Latvia
GDP growth exceeds euro
area average
Real GDP per capita CAGR
3
2000-2025
1
4.6%
in Lithuania
2.9%
in Estonia
4.0%
in Latvia
0.9%
euro area average
in the
euro area
vs
vs
vs
5x
Autoplius
KV and City24
in Estonia
Auto24
CVbankas
Aruodas
Skelbiu
16x
28x
5x
62x
24x
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
14
15
STRATEGIC REPORT
Associated risks key:
Geopolitical
risk
Disruption to our customer
and/or supplier operations
Laws &
regulations
Technology
Acquisition
risk
Competition
Climate
change
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 a 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 reporting period.
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 third-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.
1
Alternative performance measure, see note 4 to the consolidated financial statements.
Moving our Strategy Forward
continued
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 relatively under-
monetised,
with
significant
monetisation
headroom. 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)
2026 progress
We delivered another year of revenue growth
across all four business units. Group’s revenue
grew 7% to €88.5 million (2025: €82.8 million).
Growth continued to be driven by the Group’s core
revenue streams. B2C and C2C monetisation
improved across most verticals through pricing
actions, product enhancements and package
optimisation.
See Operational Review on pages 20 to 21 for
more on product developments.
At the beginning of the reporting period, we
implemented
C2C
pricing
and
packaging
changes, impacting the entire financial year.
Revenue per listed ad increased to €41 in Auto
(2025: €34), €80 in Real Estate (2025: €64) and
€10 in Generalist (2025: €8).
Monthly revenue per active ad increased to €27
in Auto (2025: €22) and €30 in Real Estate (2025:
€25).
Annual B2C pricing actions were implemented in
September and October 2025 for Auto in Lithuania
and Real Estate platforms across all three
countries, supported by ongoing product and
packaging enhancements. In Jobs, the pricing
programme commenced in September 2025 and
is expected to roll out over a 12-month period. In
Auto in Estonia, B2C pricing adjustments were
postponed due to prevailing market conditions.
B2C monthly ARPU increased across all business
lines, with Auto ARPU up 13% to €378 (2025:
€333), Real Estate ARPU up 16% to €252 (2025:
€217) and Jobs ARPU up 8% to €496 (2025:
€461).
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
2026 progress
The Group has achieved high market
penetration, supported by its leading
market positions and strong brand
affinity.
Our leading sites continue to maintain
a strong leadership position
2
against
closest competitors.
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.
Despite
softer
inventory levels in certain categories,
the
Group
maintained
strong
audience
engagement.
According
to Google Analytics, our portals
attracted approximately 56.9 million
visits per month on average during
2026, equivalent to around ten visits
per month for every resident in the
Baltics.
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
2026 progress
Our ancillary revenue declined 3%
to €4.3 million (€4.4 million in 2025),
primarily reflecting lower financial
intermediation
revenue
within
the Auto business line. Ancillary
revenue streams outside financial
intermediation,
including
data
products and other services, grew
strongly during the year. Nevertheless,
given the significant contribution
of financial intermediation to total
ancillary revenue, this growth was
more than offset by lower financial
intermediation activity, resulting in
a modest overall decline in ancillary
revenue.
We continued to develop ancillary
revenue opportunities across the
Group
by
expanding
value-added
products,
data
services
and
AI-
enabled
functionality
across
our
marketplaces. During the year, we
focused
on
enhancing
customer
experience, improving marketplace
efficiency and supporting additional
monetisation opportunities for both
professional and private users. We
also continued to strengthen our
offering through analytics, workflow
tools, and platform safety features
across all business lines.
3.Grow ancillary revenue through
existing and new partnerships
Associated risks
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
•
Adjusted operating profit
1
•
Operating profit
•
Cash generated from operating activities
•
Cash conversion
1
•
Adjusted net income
1
•
Basic EPS
•
Adjusted basic EPS
1
2026 progress
Despite mixed market conditions, 2026 marked
yet another good year in terms of financial results.
Our EBITDA
1
increased by 7% to €68.6 million
(€64.4 million in 2025) and we maintained our
EBITDA margin at 78% (2025: 78%).
Adjusted operating profit
1
increased by 7% to
€67.8 million (2025: 63.6 million).
Operating profit increased by 13% to €60.4 million
(2025: €53.5 million).
Cash
generated
from
operating
activities
increased by 5% to €69.9 million (2025: €66.8
million).
Cash conversion
1
maintained at 99% (2025: 99%).
Adjusted net income
1
increased by 7% to €58.1
million (2025: €54.4 million)
Basic EPS increased by 16% to 10.8 euro cent
(2025: 9.3 euro cent).
Adjusted basic EPS
1
increased by 9% to 12.3 euro
cent (2025: 11.3 euro cent).
4. Continuously improve the Group’s scalability
and maintain high levels of operational
efficiency while making necessary investments
Associated risks
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
2026 progress
Untu.lt, a lead generation and
property valuation business that
was acquired in 2025, continued to
strengthen the Group’s Real Estate
offering in Lithuania by enhancing
lead
generation
capabilities,
supporting property sellers and
providing additional value-added
services for agents.
The Group continues to assess
selective acquisition opportunities
that
complement
its
existing
portfolio and support long-term
growth.
5.Pursue strategic opportunities
through acquisitions
Associated risks
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
2026 progress
In 2026, emissions from the Group’s
own operations (Scope 1 and Scope 2)
increased by 21%, primarily due to the
expansion of office space in Vilnius
and higher heating-related emissions
during
an
unusually
cold
winter.
While overall emissions increased,
we continued to make progress in
reducing our environmental impact.
During the year, we achieved 18%
reduction in Scope 1 vehicle emissions
and
an
increase
in
renewable
electricity usage to 95%.
During the year we conducted our
annual employee engagement survey
and were pleased that, consistent with
previous years, more than 95% of our
employees responded positively to
both of the following 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 47:53 (as of the
end of 2025: 49:51).
6.Promote circular economy and
minimise our own impact on the
environment
Associated risks
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
16
17
STRATEGIC REPORT
1
In Jobs & Services business line, B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore, Jobs portal information is presented
for B2C and Services platforms information is presented for C2C.
2
Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).
3
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.
4
ARPU - average revenue per user.
Revenue
In 2026, the Group's revenue grew by 7% to €88.5 million (2025: €82.8 million), driven by
continued monetisation progress across the core classifieds revenue streams:
•
The Auto business line was broadly flat. Automotive B2C grew by 11%, while C2C
declined by 9%, reflecting temporary weakness in the Estonian market following the
introduction of vehicle transaction and ownership taxes in January 2025, alongside
severe weather-related disruption to C2C Auto activity in Lithuania and Estonia
during January and February 2026. Trading trends improved from March 2026
onwards and have since broadly aligned with management expectations.
•
The Real Estate business line grew by 17%. The core, B2C and C2C, grew by 20%
and 12% respectively.
•
The Jobs & Services business line grew by 9%. Both B2C (Jobs) and C2C (mainly
Services) each grew by 9%.
•
The Generalist business line, which is largely C2C, grew by 3%.
Financial Review
1
According to April 2026 ratings from Similarweb.
2
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).
The
performance
of
B2C
customers
remained robust across all segments:
•
Following many years of growth, the
number of Auto dealers declined by 2%,
reflecting weaker automotive market
conditions in Estonia, which represents
approximately one fourth of the Auto
business line.
•
The number of Real Estate brokers
continued to grow, increasing by 3% this
year, 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 continued growth in
the long-tail customer segment and the
opportunity to further expand customer
penetration.
In C2C, we saw some market headwinds,
but also higher uptake of more premium
longer-duration packages.
•
Real Estate delivered another strong
performance, supported by a continued
shift towards premium, longer-duration
packages. This increased yield per
listing and more than offset an 11%
decline in listed and extended ad
volumes, as customers required fewer
listing
extensions.
Active
listings
decreased
by
6%,
reflecting
faster
transaction cycles and property sales.
•
Car
transactions
in
Estonia
have
dropped (see Market Context within
CEO’s Statement on page 6), while
Lithuania recorded 8% increase year-on-
year. Market situations in both Estonia
and Lithuania acted as a headwind,
pressuring inventory levels - especially
when compared with record levels a
year ago. In total, we saw a 25% decline
in listings and 26% decline in active car
ads.
•
Services continued to perform strongly,
with the number of active Services ads
increasing by 12%, driven by the growing
client base using our platform.
•
Regarding the main Generalist portal,
Skelbiu.lt, which accounts for slightly
more
than
70%
of
our
Generalist
business line revenue, approximately
2/3 of its revenue is derived from vertical
categories
such
as
Services,
Real
Estate, Jobs, and Auto. We strategically
leverage Skelbiu.lt to strengthen our
vertical platforms. It is the 5
th
most
visited
website
in
Lithuania
1
and
generates high-quality traffic for our
market-leading verticals through cross
listing. During the year, we recorded
a 13% decline in the number of paid
listed ads on the Generalist platform.
However, total inventory on Skelbiu.lt –
including both paid and free listings –
remained close to the record level
achieved last year.
Financial Review
continued
€ million, unless stated otherwise
2026
2025
Change
Labour costs
12.8
12.6
2%
Advertising and marketing costs
1.3
1.1
21%
IT expenses
1.0
0.9
17%
Other
4.7
3.9
21%
Operating costs excluding depreciation and
amortisation
19.9
18.4
8%
Depreciation and amortisation
8.3
10.9
(24%)
Operating costs
28.2
29.3
(4%)
In terms of ARPU
2
in our B2C segment:
•
Auto ARPU increased by 13% driven
by
price
and
packaging
changes
implemented
mid-2025
(September
and
October
2024)
and
the
most
recent adjustments made mid-2026
(September and October 2025).
•
Real Estate ARPU increased by 16%
driven by subscription fee and packaging
changes which also took place mid-2025
(September and October 2024) and mid-
2026 (September and October 2025).
The most recent changes were aimed at
both growing ARPU and driving deeper
engagement, encouraging customers to
utilise a wider scope of our services.
•
Jobs ARPU increased by 8%, primarily
driven by pricing changes, including
reductions in volume discounts. As the
market leader, CVbankas remains well
positioned to benefit from a healthy
employment
market,
supporting
continued
revenue
growth.
Pricing
changes introduced in September 2024
for both new and renewing customers
continued to roll through the customer
base
over
a
12-month
cycle
until
autumn 2025. Updated pricing was
introduced again in September 2025
and is similarly expected to roll through
the customer base over the following 12
months.
In terms of the yields
2
in our C2C segment:
•
We implemented price changes in April
and May 2025 and most recently in
March 2026.
•
As
a
result
of
implemented
price
changes and advertisers opting in for
longer-term
packages,
revenue
per
listed ad increased by 22% in Auto, 25%
in Real Estate and 23% in Generalist.
•
Average monthly revenue per active ad
in Services slightly declined year-on-
year, mainly due to a change in the mix
of service providers.
Ancillary revenue, which represented 5%
of Group revenue and is primarily derived
from automotive financial intermediation
services,
declined
by
3%
during
the
year. Half of the financial intermediation
revenue is generated by the Group’s
Estonian automotive platform and was
negatively impacted by weaker conditions
in the Estonian automotive market. At the
same time, adoption and usage of car
history reports remained strong during
the year, while the Group’s real estate
valuation and lead generation platform,
acquired at the end of last year, also
delivered good performance, albeit from a
smaller revenue base within the ancillary
segment.
Advertising revenue, which accounts for
4% of Group’s revenue, declined by 2% this
year. The advertising market in general
is more competitive and lower-growth
compared to our core classifieds.
Operating costs
Operating costs lines grew in line with
business
expansion
and
underlying
market inflation.
People
costs
remain
the
Group’s
largest operating expense, representing
approximately 14% of Group revenue and
two thirds of operating costs, if excluding
depreciation and amortisation. During
the year, the BCG team expanded to 163
FTEs, with the average number of FTEs
increasing by 6% to 157 (2025: 148).
Investment in our people increased by
2% to €12.8 million (2025: €12.6 million),
reflecting headcount growth and annual
salary reviews, in line with the wage
inflation trends observed in the Baltics.
The increase was substantially offset by
lower LTIP costs, which decreased to €0.3
million in 2026 from €1.9 million in 2025,
mainly reflecting lower Group performance
against LTIP targets.
Marketing costs represented 1.5% of
revenue during the year. As a portfolio of
leading brands, the Group benefits from
significant internal advertising capacity
across its own platforms, minimising
reliance on external marketing providers.
During
the
year,
additional
targeted
marketing campaigns were undertaken
across social media channels focused on
younger audiences.
Other Group costs include IT, which are
1% of revenue, and other operating costs
including
administrative
costs,
which
are 5% of revenue. We have supported a
non-governmental organisation assisting
Ukraine
during
the
war,
as
well
as
other local educational and charitable
organisations, with donations totalling
€0.1 million (2025: €0.1 million).
Core classifieds revenue streams, B2C
and C2C, together comprised 91% of
total revenue (2025: 90%). B2C revenue,
representing 54% of Group revenue, grew
by 13%. C2C revenue, representing 37% of
Group revenue, grew by 1%.
Advertising
and
ancillary
revenues
represented 4% and 5% of Group revenue,
respectively. During the year, advertising
revenue declined by 2% and ancillary
revenue declined by 3%. Ancillary revenue
decline primarily reflects lower financial
intermediation revenue within the Auto
business line. Ancillary revenue streams
outside financial intermediation, including
data products and other services, grew
“
The Board launched an accelerated share
buyback programme, and by mid-June 2026 the
Company had repurchased 10% of its issued
share capital.
Lina Mačienė,
CFO
51% during the year, driven by car history
reports and real estate ancillary products
from Untu.lt, acquired at the end of
FY2025.
In our core revenue streams, the main
drivers
of
revenue
growth
remained
pricing and packaging actions, increased
monetisation
per
customer
and
per
advertisement,
product
improvements,
and underlying asset inflation across the
categories in which the Group operates.
We
implemented
C2C
pricing
and
packaging changes, impacting the entire
financial year. Annual B2C pricing actions
were implemented in September and
October 2025 for Auto Lithuania and
Real Estate platforms across all three
countries, supported by ongoing product
and packaging enhancements. In Jobs,
the pricing programme commenced in
September 2025 and is expected to roll out
over a 12-month period. In Auto Estonia,
B2C pricing adjustments were postponed
due to prevailing market conditions.
Geographically,
Lithuania,
representing
73% of Group revenue, grew by 11%.
Estonia,
representing
25%
of
Group
revenue,
declined
by
3%.
Latvia,
representing 2% of Group revenue, grew
by 9%.
Auto
+13%
378
252
496
333
217
461
+16%
+8%
Real Estate
Jobs
1
2026
2025
B2C: monthly ARPU
4
(€)
Auto
2
+25%
27
30
26
22
25
27
+19%
(3%)
Real Estate
Services
1
2026
2025
C2C: monthly revenue per active ad (€)
Auto
2
+22%
41
80
10
34
64
8
+25%
+23%
Real Estate
Generalist
3
2026
2025
C2C: revenue per listed ad (€)
Auto
(2%)
3,631
5,260
2,330
3,724
5,109
2,301
+3%
+1%
Real Estate
Jobs
1
dealers
brokers
customers
2026
2025
B2C: monthly number of customers
Auto
2
(26%)
25,901
21,108
10,356
581,137
35,207
22,404
9,207
595,038
(6%)
+12%
(2%)
Real
Estate
Services
1
Generalist
3
C2C: number of active ads
2026
2025
Auto
2
(25%)
17,388
7,839
77,756
23,054
8,787
89,610
(11%)
(13%)
Real Estate
Generalist
3
C2C: monthly number of listed ads
2026
2025
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
18
19
STRATEGIC REPORT
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.
1
Alternative performance measure, see note 4 to the consolidated financial statements for further details.
€ million, unless stated otherwise
2026
2025
Change
EBITDA
68.6
64.4
7%
EBITDA margin %
78%
78%
0% pt
Depreciation and amortisation
(8.3)
(10.9)
(24%)
Operating Profit
60.4
53.5
13%
Add back: amortisation of acquired intangibles
7.5
10.1
(26%)
Adjusted Operating Profit
67.8
63.6
7%
Net finance costs
(1.8)
(2.4)
(26%)
Profit before tax
58.6
51.1
15%
Income tax expense
(7.7)
(6.3)
21%
Profit for the year
50.9
44.8
14%
Add back: deferred tax impact of acquired intangibles amortisation
(0.3)
(0.5)
(42%)
Adjusted net income
58.1
54.4
7%
Basic EPS (euro cent)
10.8
9.3
16%
Adjusted basic EPS (euro cent)
12.3
11.3
9%
Financial Review
continued
Adjusted operating profit grew to €67.8
million (2025: €63.6 million) and reported
operating profit was €60.4 million (2025:
€53.5 million).
The Board allocates capital to ordinary
dividends by reference to adjusted net
income.
For
this
purpose,
we
show
amortisation of acquired intangibles and
the associated tax effect along with the
adjusting items in the table at the top of
the following page. Adjusted net income
grew 7% to €58.1 million (2025: €54.4
million). Accounting profit for the year
increased to €50.9 million (2025: €44.8
million).
Earnings per share (“EPS”)
Basic EPS grew 16% and was 10.8 euro
cent based on the weighted average
number of shares of 473,456,047 (2025:
9.3 euro cent based on the weighted
average number of shares of 481,981,128).
Diluted EPS was 10.7 euro cent (2025: 9.3
euro cent).
Adjusted basic EPS grew 9% to 12.3 euro
cent (2025: 11.3 euro cent).
Cash flow and cash conversion
Cash generated from operating activities
grew by 5% to €69.9 million (2025: €66.8
million). Cash conversion
1
was maintained
at 99% (2025: 99%). Net cash inflow from
operating activities grew by 5% to €60.4
million (2025: €57.4 million).
Tax
The Group tax charge for the year was €7.7
million (compared to €6.3 million in 2025),
representing an effective tax rate of 13%
(12% in 2025). This tax charge comprises:
•
Current tax expense of €8.1 million
(2025: €7.0 million).
•
Unwind of deferred tax of €0.5 million,
including €0.3 million deferred tax on
acquired intangibles (2025: €0.7 million,
including €0.5 million deferred tax on
acquired intangibles).
The effective tax rate increased from 12%
in 2025 to 13% in 2026, primarily reflecting
the increase in the Lithuanian corporate
income tax rate to 16% from 15% in the
prior year.
Following the repayment of historical
intercompany
funding
arrangements,
the Group’s Estonian operations are now
generating
distributable
profits.
The
Group continues to assess opportunities
to deploy capital across its markets,
including through potential acquisitions
and
other
reinvestment
opportunities.
Under the Estonian and Latvian corporate
tax regimes, profits are generally not
subject to corporate income tax until
distributed. Accordingly, should profits
held within the Group’s Estonian and
Latvian subsidiaries not be required for
reinvestment and the Group elect to
distribute
them,
additional
corporate
income tax would become payable at
the applicable local rates of 22% and
20%, respectively. Any such distributions
could result in an increase in the Group’s
effective tax rate, depending on the timing
and amount of the distributions.
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 reconciliation
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 by
7% to €68.6 million (2025: €64.4 million).
EBITDA margin remained stable at 78%
(2025: 78%).
Most of the depreciation and amortisation
costs
relate
to
the
amortisation
of
acquired
intangible
assets,
which
decreased to €7.5 million in 2026 from
€10.1 million in 2025. The reduction
primarily reflects the full amortisation
of most customer relationship assets
recognised in connection with the 2019
and 2020 acquisitions, which had a partial
impact in the comparative 2025 period.
Net finance expense
In January 2026, the Group refinanced its
debt facilities with SEB Sweden, securing
access to an unsecured €125.0 million
term loan facility, which may be drawn
down in tranches as required, together
with a €20.0 million revolving credit facility
(“RCF”).
Finance
expenses
in
2026
primarily
comprised interest costs which totalled
€1.6 million, compared with €2.5 million
in 2025. The decrease primarily reflected
a lower average gross debt balance during
the year, with gross debt reducing from
€25.0 million at the end of 2025 to €15.0
million by the end of Q1.
Gross debt balances began to increase
again from the end of January 2026 as the
Group undertook partial drawdowns under
the new term loan facility to refinance
the previous debt facility and support the
accelerated share buyback programme.
As at 30 April 2026, €73.0 million had been
drawn under the term loan facility.
Finance expenses in 2026 also included
€0.2 million of commitment fees relating
to the undrawn portions of the term
loan facility from January 2026 and the
undrawn revolving credit facilities (€10.0
million until the end of January 2026 and
€20.0 million thereafter), compared with
€0.1 million in 2025.
These costs were partly offset by interest
income earned on cash balances held with
banks, resulting in a net finance expense
of €1.8 million, compared with €2.4 million
in 2025.
Net debt and leverage
Compared to the end of 2025, net debt
1
including
lease
liability
increased
by
€41.8 million to €46.2 million (from €4.4
million in 2025) to facilitate accelerated
share buybacks. We ended the year with
leverage
1
ratio of 0.7x, up from 0.1x in
2025.
€ million
30-Apr-26
30-Apr-25
Cash and cash equivalents
(30.8)
(23.6)
Bank loan principal amount
73.0
25.0
Customer credit balances
2
2.3
2.2
Total debt excluding lease liability
75.3
27.2
Net debt excluding lease liability
44.6
3.6
Lease liability
1.6
0.8
Net debt including lease liability
46.2
4.4
EBITDA
68.6
64.4
Leverage
0.7x
0.1x
Capital allocation
Net
cash
generated
from
operating
activities,
together
with
additional
borrowings drawn since January 2026,
were primarily utilised for the following:
•
Dividend
payments
totalling
€18.7
million
during
2026
(2025:
€15.9
million),
comprising
the
final
2025
dividend of 2.6 euro cent per share paid
in October 2025 and the interim 2026
dividend of 1.3 euro cent per share paid
in January 2026.
•
A €10.0 million partial repayment of
loan liabilities in H1, followed by the
refinancing in H2 of the remaining €15.0
million outstanding under the previous
debt facility.
•
During the full year, 36.8 million Company
shares
for
a
total
consideration
of
€82.9
million
were
repurchased
for
cancellation
(2025:
4.6
million
shares for €13.5 million). The Board
believes the prevailing BCG share price
undervalues the strength of the Group's
business model, cash generation and
long-term growth prospects. During
the H2, the Board accelerated share
repurchases for cancellation within the
limits permitted under applicable safe
harbour regulations and shareholder
authorities.
Capital allocation policy
Since IPO in 2021, BCG has returned
materially all the cash generated by the
business to shareholders. Historically,
this has been delivered through ordinary
dividends of approximately one-third of
adjusted net income, with the balance
allocated
between
share
buybacks
and
debt
reduction
depending
on
circumstances. During the first half of
2026 the Group became net cash positive.
Share price reduction in 2026 led the
Board to conclude that the BCG’s market
valuation did not reflect its underlying
fundamentals or long-term prospects.
The Board considered the equity market
concerns regarding the long-term impact
of AI on the business model to be
overstated and considered recent trading
headwinds to be temporary rather than
structural.
The
Board
therefore
launched
an
accelerated share buyback programme,
and by mid-June 2026 the Company had
repurchased 10% of its issued share
capital.
To
support
this
strategy,
in
addition to the organic operating cash
flow, the Company has secured €145
million of new debt facilities, repaying €15
million of outstanding debt. The Board
intends to continue repurchasing shares
subject to market conditions, available
authority and the Group’s capital position.
At the upcoming AGM, BCG intends to
seek annual shareholder authority to
repurchase up to a further 15% of its
issued share capital. This represents
the
maximum
flexibility
sought
from
shareholders and should not be interpreted
as an intention or commitment to utilise
it in full. Continuation of the accelerated
share buyback programme beyond the
Group's existing financing capacity would
require additional debt financing.
The Board will continue to assess its
capital allocation priorities and evaluate
value-creating
opportunities,
including
M&A as well as buying back BCG shares,
and maintain flexibility in how such
opportunities
are
financed,
including
through cash resources, debt facilities
and, where appropriate, equity capital.
The Board has not established fixed
thresholds for either the BCG's share
price or leverage and will continue to
determine capital allocation based on the
information available at the time. Capital
allocation priorities may shift towards
debt reduction, or share repurchases
funded from operating cash flow subject
to circumstances at the time.
The Board intends to increase the ordinary
dividend per share broadly in line with
growth in adjusted net income. The Board
believes
that
a
progressive
ordinary
dividend policy strikes an appropriate
balance between providing shareholders
with a predictable cash return whilst
retaining flexibility within BCG's broader
capital allocation framework.
The Board is recommending a final ordinary
dividend of 2.8 euro cent per share,
representing an increase in line with the
growth in adjusted net income. In addition,
it is recommending a special dividend of
0.3 euro cent per share, resulting in total
dividends for 2026 of approximately one-
third of adjusted net income, consistent
with the BCG’s previous guidance.
Going concern
The Group continued to generate strong
operating cash flows during the year. As
of 30 April 2026, €52.0 million remained
available under the undrawn portion of the
term loan facility, while the €20.0 million
revolving credit facility remained fully
undrawn and committed until December
2030. The Group also held cash balances
of €30.8 million.
Lina Mačienė
Chief Financial Officer
1 July 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
20
21
STRATEGIC REPORT
In 2026, Baltic Classifieds Group marked its fifth year as a public company. BCG has
continued to strengthen its operating platform during 2026, with technology remaining
central to the Group’s products, customer experience and long-term growth. We continued
to invest in our engineering organisation, increasing capacity across our technology
teams and improving the way we deliver product change. The growing use of Artificial
Intelligence (“AI”) tools within the development process has supported higher efficiency,
faster delivery and better quality control, while allowing teams to focus more time on
higher-value product and customer problems.
AI remained one of the main areas of operational focus during the year. We expanded
the use of AI across our marketplaces, including listing creation, search, moderation,
analytics, customer support tools and workflow automation. At the same time, we
continued to strengthen our infrastructure and resilience. A key operational milestone
was the migration of our Lithuanian disaster recovery site to Amsterdam, enhancing
geographic resilience and supporting the reliability standards expected from our
platforms.
Here, we review our key product developments in 2026 by business line:
Auto
We introduced AI-driven automation to
the listing process on Autoplius.lt and
Auto24.ee. The system now analyses
vehicle images and text descriptions
provided
by
sellers
to
automatically
generate listing descriptions and populate
key technical attributes. It accompanies
the already existing data from VIN code
functionality and further reduces manual
input for sellers, increases structured data
accuracy, and improves overall search
relevance across both marketplaces.
At Autoplius.lt, we introduced “Autopulsas”
– a market-assessment tool. It allows
users to monitor market supply and
demand dynamics for specific models as
well as broader categories such as fuel
type, year of manufacture, and more. The
tool analyses data from listings, search
behaviour, as well as statistics from the
state registry.
Autoplius.lt vehicle detail pages were
fully redesigned with a clearer layout and
improved navigation. The new design
improves
user
experience,
increases
engagement and gives stronger visibility
to paid features and data products.
At Auto24.ee we also launched a car
market overview and analytics solution
based on up-to-date transaction data,
including ownership changes, imports
and first registrations of new and used
vehicles.
Operational Review
Real Estate
Aruodas.lt
introduced
a
new
lead
generation feature for brokers: "Request
a Viewing". This feature allows potential
buyers to submit their contact details and
preferred viewing times directly through
the platform. Brokers can then simply
reach out to confirm the appointment. By
removing the barrier of making a phone
call, this tool not only increases lead
volume but also provides the marketplace
with deeper insights into user intent.
Aruodas.lt
introduced
“Property
Price
Compass” – a tool for agents to assess the
asking price of an apartment. Integrating
technology from the recently acquired
Untu.lt platform, we developed a solution
that extracts data on actual nearby
transactions, links it to listing history, and
provides a competition overview including
typical selling times. The agent can then
perform a final professional review and
provide a pricing report for the vendor,
supported by real data. This update was
a key enhancement included in the new
agent packages.
At Untu.lt agents now contact purchased
leads via an AI-assisted call tracking
service that records and analyses phone
conversations, suggests follow-up actions,
and provides more visibility of what is
actually happening post lead acquisition.
At KV.ee, we introduced new service
packages
for
real
estate
developers.
Moving away from shared plans has
enabled
us
to
offer
more
relevant
marketing and analytics tools for this
customer segment, together with a more
targeted pricing model. The update also
improves the consumer experience by
grouping
related
listings
under
their
respective developments, making it easier
for buyers to browse and compare new
homes.
Jobs & Services
At CVbankas.lt, the jobseeker onboarding
experience was significantly streamlined
this year through the integration of AI-
powered CV creation. Candidates can now
upload an existing PDF or Word document,
and the system automatically parses
and populates their CVbankas profile
and CV fields. This automation removes
friction and substantially reduces the time
required to begin a job search. The feature
saw rapid adoption, as 51% of all newly
created CVs are now generated this way.
We
updated
the
“Salary
Estimator”.
Using a database of job offers and CVs
accumulated over the years, the AI model
determines the most probable salary level
and provides forecasts of future salary
trends. Users can search across almost
3,000 job positions.
We also meaningfully improved job search
with
AI-powered
synonym
matching.
Jobseekers no longer need to know the
exact wording of a role title, as the search
can now identify job ads with similar
meanings, even when different terms are
used. This improves matching quality and
helps candidates discover more relevant
opportunities. These updates continue
our strategic rollout of purpose-built AI
tools,
building
upon
earlier
employer
enhancements, such as automated CV
screening and smart interview question
generation, to ensure we are continuously
addressing
the
core
needs
of
both
jobseekers and employers.
At Getapro, we launched two AI assistants.
The first is a chat tool that helps customers
define the most appropriate service for
their needs. The second reviews a service
provider’s profile description and the
services they have already selected. The
AI tool analyses whether any relevant
services have been left unselected and,
based on this analysis, suggests additional
services that could be added. In practice,
this creates an upsell opportunity.
Generalist
At Skelbiu.lt we introduced an AI-based
buyer-to-seller message checking system
to help prevent fraud. The system analyses
user attributes and conversation patterns
and flags potentially suspicious users.
We
also
launched
AI-powered
image
moderation at Skelbiu.lt. The service
checks images for prohibited content
and allows moderators to adjust prompts
directly in the back office for specific
categories. This increases moderation
efficiency while improving consistency
and platform safety.
In addition, Skelbiu.lt refreshed the user
experience of its activation plans to better
communicate the value of combined
Skelbiu.lt,
Aruodas.lt
and
Autoplius.lt
packages. This makes package benefits
clearer
for
customers
and
supports
stronger uptake of paid services.
Acquisition of Cenubanka.lv
In June 2026, we finalised the acquisition
of Cenubanka.lv, a leading Latvian real
estate data and market analysis platform.
Cenubanka.lv
provides
a
searchable
database
of
historical
property
sale
transactions, market reports, and pricing
tools. The platform serves as a key
business tool for brokers, appraisers,
developers, and financial institutions.
This
acquisition
supports
our
Group
strategy to build a comprehensive data
layer across our online marketplaces,
following
the
acquisition
of
Untu.
lt in Lithuania the year prior. It further
strengthens our proprietary data set, as
well as City24.lv’s competitive position
in Latvia. City24.lv plans to integrate
selected
Cenubanka.lv
products
to
enhance its existing offerings for both
real estate professionals and private
individuals. This acquisition provides the
technical foundation for advanced market
intelligence features for our clients.
Operational Review
continued
“
We expanded the use of AI across our
marketplaces, including listing creation,
search, moderation, analytics, customer
support tools and workflow automation. At
the same time, we continued to strengthen
our infrastructure and resilience.
Simonas Orkinas,
COO
Technological infrastructure and
strategic AI development
The Group continued to strengthen its
technical infrastructure for data-driven
and AI-enabled products by improving
the existing platform architecture. During
the year, we developed a scalable search
and
data-processing
foundation
that
combines
semantic
understanding,
criteria-based
search
and
improved
ranking capabilities. This supports richer
search experiences, including the ability
to use images as searchable information
alongside
listing
descriptions
and
attributes. These developments provide
a practical foundation for AI-assisted
search and agent-based interfaces, with
agentic search capabilities slated for
launch across major platforms in the near
term.
This approach ensures we can scale
these features in a controlled and cost-
conscious way.
At the same time, the Group’s platforms
have continued to show resilient traffic
patterns
despite
the
rapid
adoption
of generative AI (“GenAI”) tools. While
GenAI adoption in the Baltics has already
reached 38%, traffic from GenAI sources
to the Group’s largest platforms remained
minimal at 0.2% in 2026. Direct traffic
1
continued to represent the clear majority
of visits at 77% with its share increasing
year-on-year. This suggests that users
prefer the marketplace environment for
search, comparison and decision-making.
Simonas Orkinas
Chief Operating Officer
1 July 2026
1
Source: Similarweb data for the Group’s largest portals, representing c. 90% of Group revenue, 2026.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
22
23
STRATEGIC REPORT
Sustainability Report
Overview of our ESG strategy
BCG is committed to being a responsible
business. Our priorities are to protect
our people, support our customers and
stakeholders, and protect the environment
around us.
Our Environmental, Social and Governance
(“ESG”) strategy comprises 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 towards our goals.
The group is composed of six members,
including three Executive Directors and
three other employees. The Board Chair
and
Non-Executive
Director
Jurgita
Kirvaitienė serve as sponsors to the ESG
working group. During 2026, the ESG
working group met three times. The ESG
working group discussed the following
topics during the year:
•
progress towards our ESG targets;
•
the Group’s carbon footprint;
•
energy consumption and renewable
energy;
•
carbon offsetting with local carbon
credit programme;
•
climate-related risks and opportunities;
•
changes in ESG reporting requirements
under Omnibus I;
•
other relevant ESG reporting standards
for BCG;
•
Parker Review 2026 submission and
results;
•
FTSE Women Leaders Review 2026
submission and results; and
•
BCG's performance in ESG ratings.
The Board fully supports the initiatives
of the ESG working group and provides
Board-level oversight of environmental,
social and governance matters and the
achievement of our ESG goals. ESG
matters are integrated into the Board’s
formal annual agenda and are regularly
addressed during meetings.
ESG highlights 2026
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
•
Decreased Scope 1
emissions from Company
vehicles by 18%
•
Increased the share of
renewable electricity across
our offices and data centres
to 95%
•
Significantly increased
the volume of EV-related
content, reviews, and
comparisons on our
YouTube and social media
channels
•
Offset our Scope 1 and
Scope 2 carbon emissions
by supporting carbon
removal projects in local
agriculture
• Ranked 7
th
in the FTSE
250 category and 2
nd
in the
Technology sector, according
to the FTSE Women Leaders
Review 2026
• Average Senior Management
tenure increased to 12 years
• Completed an employee
engagement survey and, as
in the previous year, over 95%
of employees said they were
proud to be part of the BCG
team
• Maintained gender diversity,
with a 47:53 split between
women and men
• Donated €0.1 million to
selected charities
• Strengthened data security
and privacy through enhanced
monitoring, AI-based threat
detection, improved bot
management, virtual phone
numbers on Autoplius.lt, and
mandatory email verification
on Aruodas.lt
• Continued to improve
automated personal data
removal processes
• Updated our AI Policy
• Enhanced employee
awareness of GDPR, including
data privacy considerations
related to AI and intellectual
property, through training
Reporting frameworks
We continue to evolve our 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”),
to which we believe we can make a
meaningful contribution.
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
Understanding which ESG topics are most
material to BCG is crucial to the long-term
success of our sustainability strategy. As
part of our materiality assessment, we
considered topics raised by investors,
ESG rating agencies, Senior Management
and employees to determine the ESG
issues most relevant to our business
and industry, and where we can have the
greatest impact. We also reviewed several
ESG reporting frameworks and selected
the SASB Standards due to their industry-
specific alignment with the ESG issues
we consider most material to BCG. The
six most material sustainability issues
identified and approved by the Board
as focus areas for BCG are listed below,
together with other sustainability matters
that are important to us:
Alignment with the UN SDGs
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.
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 2026, each resident visited BCG sites an average of ten 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 customers make more informed choices 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 responsible and ethical
breeding practices.
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
types. To make it simpler for people to look for more
environmentally friendly vehicles, our Auto websites
provide a number of features:
•
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;
•
data fields for electric vehicles (EVs), including
range and battery capacity, as well as search filters
based on EV-specific parameters;
•
vehicle categories for bicycles and scooters,
supporting micro-mobility and greener transport
alternatives; and
•
EV-related content, reviews, and comparisons
on our YouTube and social media channels, with
our social media strategy actively promoting
sustainable mobility topics, including both EVs and
micro-mobility solutions.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
24
25
STRATEGIC REPORT
Task Force on Climate-Related Financial Disclosures
(“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
focused 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,
together with 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 as other risks. 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 of this TCFD Report
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, comprising three Executive
Directors and three other employees, and
has delegated responsibility for climate-
related matters to the 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 ended 30 April 2026, the
Board considered climate-related matters
in three of its meetings. In October 2025,
the Board reviewed progress against ESG
targets, Omnibus I reporting developments,
other ESG reporting standards relevant
to BCG, and BCG’s performance in ESG
ratings. In March 2026, the Board reviewed
the Group’s H1 2026 emissions, energy use,
renewable energy and carbon offsetting,
as well as ESG reporting developments,
the 2026 Parker Review and FTSE Women
Leaders Review submissions and results.
In April 2026, 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,
while the Group's strategy is supported
by an environmental strategic objective.
Given the nature of the Group's operations,
climate-related
considerations
did
not
result in any material changes to business
activities, strategic plans, acquisitions,
divestitures or capital allocation decisions
during the year.
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
The Group's direct environmental footprint
is
relatively
limited
compared
with
businesses operating in more carbon-
intensive sectors. However, climate change
may affect the Group through both physical
and transition risks.
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 three years)
•
Medium-term (up to ten years)
•
Long-term (over ten 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.
The following tables describe the Group's
climate-related physical risks, transition
risks and opportunities, including the time
horizons over 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
More frequent and severe extreme weather events, such as storms, flooding and heatwaves, may disrupt
the operations of key suppliers and service providers, including data centre operators, telecommunications
providers and energy networks. Such disruptions could affect the availability of the Group’s platforms,
reduce customer activity and delay transactions in the markets we serve, potentially impacting revenue.
All business lines
Rising mean temperatures
Rising temperatures and more frequent heatwaves may increase energy consumption and cooling
requirements across the Group’s offices and data centre infrastructure, resulting in higher operating
costs. Prolonged periods of extreme heat could also affect employee wellbeing and productivity.
All business lines
Extreme variability in
weather patterns
Increased variability in weather patterns may result in greater volatility in energy consumption and utility
costs across the Group's operations.
All business lines
Transition risks
Higher taxation on
transactions of internal
combustion engine vehicles
Increases in taxes on transactions of internal combustion engine vehicles may reduce transaction
volumes in the automotive market. Lower transaction activity could lead to reduced advertising demand
and lower revenue from the Group's Auto portals.
Auto
Internal combustion engine
vehicles ban
The transition towards low-emission transport and the phase-out of new internal combustion engine
vehicle sales may alter consumer preferences and vehicle inventories. Failure to adapt the Group's Auto
platforms to changing market demand could reduce competitiveness and revenue in the Auto segment.
Auto
Consumers switching to
electric vehicles
Rapid changes in vehicle technology and increasing adoption of electric vehicles may require continued
investment in platform functionality, data fields and search capabilities. Failure to adapt to evolving
customer needs could reduce the attractiveness and competitiveness of the Group's Auto portals.
Auto
New regulations reducing
real estate inventory on the
market
Increasing environmental regulations affecting the real estate sector, including energy efficiency
requirements, building standards and energy performance certificate obligations, may reduce the number
of properties available for sale or rent. Lower transaction activity from privates could reduce advertising
demand and revenue within the Group's Real Estate portals.
Real Estate
Opportunities
Opening of new market
segments, such as
advertising EV charging
infrastructure
Increasing adoption of electric vehicles and the development of supporting infrastructure may create
opportunities to expand the Group's Auto offering. This could include enhanced EV-related functionality,
charging infrastructure advertising, and new products and services tailored to the evolving automotive
market, potentially supporting revenue growth.
Auto
Introduction of annual
internal combustion engine
vehicle ownership tax
The introduction of annual ownership taxes on internal combustion engine vehicles may accelerate
the transition towards lower-emission vehicles. As consumers increasingly replace older vehicles with
electric or hybrid alternatives, demand for vehicle listings and related services may increase, supporting
activity and revenue growth on the Group's Auto portals.
Auto
New environmental
regulations reduce
mortgage availability
Increasing environmental requirements affecting mortgage lending and property financing may reduce
transaction activity in the real estate market. Lower transaction volumes could increase the average time
properties remain on the market, and result in higher revenue in Real Estate portals.
Real Estate
Increased cost of materials
Climate change, resource scarcity and environmental regulations may increase the cost of new goods,
encouraging consumers to buy and sell second-hand items. This could increase activity, listing volumes
and revenue on the Group's Generalist marketplaces.
Generalist
Increased climate
awareness
Increasing climate awareness and sustainability considerations may encourage consumers to purchase
and sell second-hand goods. This could increase transaction activity, listings and revenue on the Group's
Generalist marketplaces.
Generalist
Fulfilling environmental
reporting and sustainability
goals
Achieving climate-related targets and demonstrating responsible environmental practices may strengthen
the Group's reputation with investors, customers, employees and other stakeholders. This may support
customer loyalty, improve access to capital and enhance the Group's attractiveness as an employer and
business partner.
All business lines
Short-term
Medium-term
Long-term
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
26
27
STRATEGIC REPORT
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 1.5-2
de-grees above pre-
industrial levels
Global temperatures
increase to 1.5-2
de-grees above pre-
industrial levels
Global temperatures
increase to more than
2 degrees above pre-
industrial levels
Sea level rise
Low
Low
High
Risks
Low physical and
tran-sition risks
Higher transition
risks
Higher physical risks
Shadow carbon prices
1
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
Transition 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 annual 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 three selected 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 and
ambitious policy action to achieve a net
zero emissions economy.
Disorderly:
this scenario assumes delayed
policy action, resulting in a disruptive,
sudden or unanticipated transition.
Hot house world:
this scenario assumes
limited
climate
action,
resulting
in
significant global warming and increased
exposure to physical climate risks.
The assumptions of the scenarios are
summarised in the table on the top 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 or low financial
impact on the Group’s revenues and costs
in scenarios “Orderly” and “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
flooding 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.
Sustainability Report
continued
Given the uncertainty of the transition to a
low-carbon economy and the temperature
increase limits achieved, the results of
the scenario analysis enable us to better
understand, build resilience and 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 2026, 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
a 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 that their
operations
have.
To
support
the
ongoing assessment of the Company's
environmental footprint, we continue to
monitor and report our greenhouse gas
(“GHG”) emissions.
The
following
table
summarises
the
Group’s GHG emissions.
Sustainability Report
continued
Our total CO
2
e emissions
1
2026
2025
Base year
2022 Units
Scope
1 direct
emissions
Company car travel and
combustion of gas
7.9
9.6
26.1
tonnes CO
2
e
Scope 2
indirect
emissions
2
Purchased electricity, heat and
cooling (location-based)
154.3
141.7
134.7
tonnes CO
2
e
Purchased electricity, heat and
cooling (market-based)
38.0
28.3
156.7
tonnes CO
2
e
Scope 1 & 2 total (location-based)
162.2
151.3
160.8
tonnes CO
2
e
Scope 1 & 2 total (market-based)
45.9
37.9
182.8
tonnes CO
2
e
Scope 3
Purchased goods & services
925.8
694.0
-
Capital goods
143.0
85.0
-
Fuel and energy-related activities
43.4
34.9
-
Business travel
46.5
33.1
-
Employee commuting and home
working
108.0
105.6
-
Scope 3 total
1,266.7
952.6
-
tonnes CO
2
e
Scope 1,2 & 3 total (location-based)
1,428.9
1,103.9
-
tonnes CO
2
e
Scope 1,2 & 3 total (market-based)
1,312.6
990.5
-
tonnes CO
2
e
Intensity ratios for Scope 1 & 2 CO
2
e
CO
2
e per employee
3
(location based)
1.0
1.0
1.3
tonnes CO
2
e
CO
2
e per million revenue
4
(location-based)
1.8
1.8
3.2
tonnes CO
2
e
CO
2
e per employee
3
(market-based)
0.3
0.3
1.5
tonnes CO
2
e
CO
2
e per million revenue
4
(market-based)
0.5
0.5
3.6
tonnes CO
2
e
Global energy consumption (Scope 1 & 2)
713.7
585.0
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).
During FY2026, emissions relating to heating at the Group's Tallinn office were reclassified from Scope 1 to Scope 2 following a review of operational control. Comparative year
2025 and base year 2022 emissions have been updated to reflect this reclassification. The impact on total greenhouse gas emissions was not material. Scope 3 emissions for the
comparative year 2025 were recalculated following a methodology change, reflecting the adoption of emission factors from the Open CEDA database.
2
Includes electricity consumption in our colocation data centres.
3
Carbon emissions divided by the average number of FTEs during the year - 157 (2025: 148).
4
Carbon emissions divided by revenue in millions - €88.5 million (2025: €82.8 million).
1
Shadow carbon prices are expressed in constant 2010 US dollars per tonne of CO e. Source: IPCC, Special Report on Global Warming of 1.5°C (SR1.5).
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 Watershed’s Comprehensive
Environmental Data Archive (“CEDA”).
Scope 1
Scope
1
emissions
cover
road
fuel
combustion within leased/rented vehicles
across all Group companies. During 2026,
we reported road fuel combustion from
three vehicles (2025: four vehicles), while
the total number of vehicles decreased to
two at the end of the year. The total Scope
1 CO2 equivalent emissions decreased by
18% in 2026, driven by a reduction in the
size of the Company 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 centres.
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 9%
in 2026, largely due to the additional office
space rented in the Vilnius office, which
almost doubled the total leased area.
Total Scope 2 market-based emissions
increased by 34%, resulting from the
previously mentioned additional office
space in Vilnius and significantly higher
heating consumption due to a cold winter.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
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. Market-based
emissions
intensity
metrics
remained
broadly unchanged, with emissions per
employee at 0.3 tonnes of CO
2
e (2025: 0.3
tonnes of CO
2
e) and emissions per million
revenue at 0.5 tonnes of CO
2
e (2025: 0.5
tonnes of CO
2
e).
Electricity consumption
The
total
electricity
consumption
in
2026
was
454.4
MWh
(2025:
395.8
MWh). In 2026, 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 2026, the
percentage of renewable and emission-
free electricity used by BCG increased
to 95% and 100% respectively. Also,
the percentage of renewable electricity
increased to 100% in our offices and 91%
in our colocation data centres, while the
percentage of emission-free electricity
increased to 100% in our offices and
remained at 100% in our data centres.
100% electricity used was sourced from
the grid.
Energy efficiency
During the year, the Group benefited
from
energy
efficiency
improvements
implemented
by
the
building
owners
at its leased offices. Our Tallinn office
continued to improve energy efficiency
through a number of initiatives. The
automation of the ventilation control
systems was upgraded, enabling more
efficient
operation
and
management
of ventilation equipment. In addition,
facade window panels that had lost
their thermal insulation properties were
replaced, improving the building's energy
performance.
Other
energy
efficiency
measures included routine replacement
of older equipment with more energy-
efficient alternatives and the installation
of LED lighting.
In our Vilnius office, several improvements
were also made during the year. These
included the installation of an additional
ten EV charging stations and upgrades
to the vehicle access control system
in the office car parking, improving its
operational efficiency.
Water
In 2026, our total water consumption
increased by 15% to 706 cubic metres
(2025: 615 cubic metres) due to the
additional office space leased in Vilnius,
which almost doubled the total leased
area and consequently increased water
consumption. 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 Group’s 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 Scope 2 emissions since
setting a target in 2022 to achieve carbon
neutrality across its own operations. This
year, in collaboration with eAgronom, we
offset 50 tonnes of CO
2
e to neutralise
our 2026 carbon footprint from own
operations, including additional 9% of
Sustainability Report
continued
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, two company
vehicles remained in the fleet at year end. Consequently, Scope 1
emissions from company vehicles decreased by 18% in 2026 and
by 70% compared to the 2022 base year.
Scope 2. At least
80% electricity to
be from renewable
energy sources by
2025 and 100% by
2030
On track
In 2024, we achieved our target of sourcing 80% of electricity from
renewable sources ahead of the 2025 deadline, reaching 88%. We
successfully increased this level to 95% in 2026 and are working
towards our goal of increasing it to 100% by 2030.
100% of electricity used in our offices and 91% of electricity used
in our data centres is from renewable energy.
To be carbon
neutral
1
across our
own operations
Achieved
We offset our Scope 1 and Scope 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 towards 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 7
th
in
the FTSE 250 category and 2
nd
in the Technology sector, with women holding 50%
of leadership positions within the Group as of 31 October 2025.
“
Gender diversity
For the Board’s gender figures
see page 57
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
people and we strive to create an inclusive
environment where everyone feels heard
and is supported in contributing to the
long-term sustainable success of the
Group.
Diversity and inclusion
We
are
committed
to
providing
a
safe,
happy,
and
supportive
working
environment in which all employees are
treated with dignity and respect. 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,
qualifications,
and
the
right abilities for the position. We seek
to provide equal opportunities
across
all aspects of employment, including
recruitment, training, career development,
promotion, remuneration, and redundancy.
Applications from people with disabilities
are given full and fair consideration, taking
into account the requirements of the
role and our ability to make reasonable
adjustments
to
support
successful
employment. Where an existing employee
becomes
disabled,
we
make
every
reasonable effort to provide appropriate
support,
training
and
workplace
adjustments to enable them to continue
their employment with the Group.
Training,
career
development
and
promotion opportunities are available to
all employees on an equal basis, including
employees with disabilities.
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 7
th
in the FTSE 250 category and
2
nd
in the Technology sector, with women
holding
50%
of
leadership
positions
within the Group as of 31 October 2025.
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.
National
minorities
are
formally
recognised
in
Lithuania,
Estonia
and
Latvia. The Office for National Statistics
states that Nationality is an aspect of
ethnicity. Based on this framework, the
distribution of our workforce across the
ethnic groups relevant to the Baltics is
presented below. Please see the ethnicity
distribution of total population in each of
Lithuania, Latvia and Estonia on page 74
in the 2023 Annual Report.
Sustainability Report
continued
1
Calculated on a headcount basis, as at 30 April
2026 (2025: female 49% : male 51%).
2
Executive Directors and direct reports to the
Executive Directors, according to the FTSE Women
Leaders Review methodology, as at 30 April 2026
(2025: female 46% : male 54%).
3
Data collected on a headcount basis during the
Employee diversity survey in March 2026.
All employees
1
Female 47%
Male 53%
Leadership
Team
2
Female 52%
Male 48%
Ethnic diversity
3
Lithuanian 66%
Estonian 22%
Latvian 6%
Jewish 6%
Senior
Management
Lithuanian 63%
Estonian 28%
Latvian 5%
Russian 1%
Polish 1%
Jewish 1%
Ukrainian 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 2026
29
STRATEGIC REPORT
total Scope 1 and 2 carbon emissions. To
achieve carbon neutrality, we have funded
an eAgronom project, which involves
improving agricultural 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. As a
result of increasing the use of renewable
electricity in our offices and data centres,
and significantly reducing our vehicle fleet,
we were able to exceed the target and
reduce emissions in our own operations
by 75% from 2022. Our other near-term
targets involve giving up high emission
vehicles or replacing them with ultra-low
emission vehicles 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.
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).
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
30
31
STRATEGIC REPORT
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 2026, we
had an average of 8 years of tenure per
employee and an average of 12 years of
tenure per Senior Management employee.
1
Employee training and skills
development
To
support
continuous
professional
development,
a
range
of
learning
opportunities
are
available
to
all
employees, divided into mandatory and
non-mandatory
categories.
Mandatory
training covers our compliance essentials
to ensure adherence to legislative and
regulatory requirements, as well as 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.
Development
programmes
include
workshops,
conference attendance, online learning,
and
professional
qualifications,
all
initiated by the Group.
Our training and
development statistics do not include on-
the-job training and additional personal or
professional development undertaken by
employees independently.
During 2026, employees based in our
Vilnius office were provided with access
to the Udemy online learning platform,
significantly
expanding
the
range
of
professional development opportunities
available to them. The platform offers
a broad selection of courses covering
technical,
professional
and
personal
development topics, enabling employees
to learn at their own pace and tailor
their training to their individual needs
and career goals. The initiative was well
received by employees and proved to be
a successful addition to our learning and
development programme. During the year,
employees completed more than 323
hours of training through the platform,
demonstrating strong engagement and a
commitment to continuous learning and
skills development.
Employee engagement and
wellbeing
Supporting employee health, wellbeing
and
social
connection
remained
a
priority throughout the year. To promote
employee wellbeing, the vast majority of
employees are provided with a healthcare
plan to support their medical needs,
while employees in our largest offices in
Lithuania and Estonia are offered free gym
memberships and annual flu vaccinations.
Employees also participated in a range of
voluntary social and wellbeing activities,
including
sports
tournaments,
regular
padel
sessions,
a
two-month
step
challenge involving employees across
Lithuania, Latvia and Estonia, outdoor
hiking
activities,
summer
and
winter
celebrations, family events and weekly
team lunches, helping to foster a healthy,
engaged and connected workforce.
Internal communication
We
are
committed
to
continuously
enhancing
internal
communication
to
ensure
our
employees
remain
connected,
informed
and
engaged.
Digital communication channels play an
important role in supporting collaboration
across the Group, and employees regularly
use platforms such as Slack and Zoom
to
facilitate
effective
communication,
knowledge sharing and teamwork.
Summary of training provided
2026
2025
Total hours of training
1,917
1,889
Hours of mandatory training
301
445
Hours of non-mandatory training
1,616
1,444
Average hours of training per employee
12
12
Annual cost of training, €
40,652
55,126
Average cost per employee, €
246
356
Number of active employees
2
164
155
Sustainability Report
continued
CEO-led virtual updates are held whenever
there is news to share with employees,
helping to ensure our people are informed
about key business activities, business
performance and strategic developments.
To ensure the Board remains informed
about workforce-related matters, the CEO,
CFO and COO provide updates at each
Board meeting, including developments
relevant
to
employees
across
the
Group. This approach is effective given
the
Group’s
management
structure.
The Board maintains a proactive and
engaged approach to understanding the
composition, views and concerns of the
workforce. During the year, designated Non-
Executive Directors met with employees
through dedicated engagement sessions,
providing opportunities for employees to
ask questions, share feedback and raise
concerns. These meetings are held on a
regular basis.
Employee engagement survey
To
gain
a
deeper
understanding
of
employee
morale,
satisfaction
and
engagement
across
BCG,
we
con-
duct an annual employee engagement
survey. We encourage open and honest
feedback from our em-ployees and use
regular surveys as an important tool for
understanding employee perspectives and
iden-tifying opportunities for continuous
improvement.
We are pleased that the results of the
2026 employee survey were consistent
with those of the previous year, with more
than 95% of employees indicating that
they feel proud to be part of the BCG team
and would recommend BCG as a place to
work.
3
A
summary
of
the
survey
results
was presented to both the Board and
employees.
The
feedback
provided
valuable insights into employee morale,
satisfaction and engagement, enabling
Senior
Management
to
identify
key
areas of focus and implement initiatives
aimed at further enhancing the employee
experience.
We are pleased that the results of the
2026 employee survey were consistent
with those of the previous year, with
more than 95% of employees indicating
that they feel proud to be part of the
BCG team and would recommend BCG
as a place to work.
“
1
Calculated on a headcount basis, as at 30 April 2026 (2025 average tenure per employee: 9 years, 2025 average tenure per Senior Management employee: 11 years). The average
tenure per employee decreased from 9 years in 2025 to 8 years in 2026, following an increase in employee numbers at BCG.
2
Average number of active employees during 2026 and 2025, calculated on a headcount basis.
3
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?”.
Average salary increase
2025
2026
10%
10%
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
932,625 share options under the PSP
scheme in 2026 (2025: 794,118 share
options).
For more information on the
PSP scheme, see note 24 to the
consolidated financial statements on
page 107.
Fair pay
As we operate in a highly competitive
labour market, attracting and retaining
talented
employees
remains
a
key
priority. We are committed to providing
fair and competitive remuneration that
reflects each employee's qualifications,
responsibilities, performance, experience
and other relevant factors. To ensure
our remuneration remains competitive,
salaries are reviewed annually, taking into
account market benchmarks, individual
skills
and
experience.
During
2026,
average
employee
salaries
increased
by 10%, consistent with the increase
implemented in 2025.
For more information on director and
employee remuneration, see pages 66
to 67.
Sustainability Report
continued
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.
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 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 one to two years in line with
the national requirements across our
offices in Lithuania, Latvia and Estonia.
All our new employees received safety
training upon joining the BCG team.
BCG employees are provided with a
health check-up every two to three 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, to help strengthen relationships
between colleagues and foster a positive
working environment across our offices.
Managers
have
regular
performance
reviews with employees, which includes
discussions on employee satisfaction,
motivation and overall engagement. 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, a resident in the Baltics
visited BCG’s online platforms ten times
per month during 2026, 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 sites in a convenient and user-friendly
way.
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 by job category on
the Jobs portal). Consumers can search
with or without prior registration and have
access to a large volume of listings across
multiple 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 free
of charge. Applying for a job on our Jobs
platform is also free. On our vertical
platforms, listing fees for private users
are linked to the value of the item listed,
meaning lower-value items can be listed
for a significantly lower price. The cost
of advertising vacancies on our Jobs
platform varies by location, with lower fees
in smaller cities where average salaries
are lower.
Average employee tenure
1
Average tenure per
employee
Average tenure per
Senior Management
employee
8 years
12 years
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
32
33
STRATEGIC REPORT
2
1
3
Sustainability Report
continued
Social targets
Target
Status
Description and progress towards our goals
Maintain average employee tenure above 5 years
Achieved
In 2026, the average employee tenure was 8 years.
Maintain employee engagement above 90%
Achieved
In 2026, we conducted our annual employee engagement survey
which showed that in line with last year's results, more than 95% of
employees said they were proud to work at BCG.
Maintain at least 40% women in the whole
workforce
Achieved
We maintained our gender diversity across the workforce with 47%
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 52%.
1
Executive Directors and direct reports to the Executive Directors, according to the FTSE Women Leaders Review methodology, as at 30 April 2026.
Governance and Compliance
The Board takes responsibility for all
workforce
policies
and
practices
that
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 matters 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 as 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. Senior Management
briefs the Board on information security
matters at least annually.
Data security
To ensure the security of our portals, 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
enhance
security
and
mitigate cybercrime risks.
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
Rental agreements
in Aruodas.lt
Translated into English,
Ukrainian and Russian
languages
1
Label
"Ukrainians are
welcome"
in CVbankas.lt
Helps Ukrainian
refugees find
suitable employment
opportunities
CVbankas.lt
in Ukrainian
Visitors may
view the portal’s
content, including
job advertisement
information in the
Ukrainian language.
Applicants' resumes
can also be created in
the Ukrainian language
2
Free placement of
ads for professional
services offered
by Ukrainians in
Paslaugos.lt
Helps Ukrainians to
find clients in Lithuania
and generate income
from the services they
provide
3
Security
incidents
are
detected
via
security tools such as Cloudflare WAF
(Web Application Firewall) and internal
monitoring
systems.
In
addition,
we
actively respond to customer feedback to
help identify potential threats and ensure
a proactive approach to managing cyber
security risks.
Data privacy
We are committed to ensuring that personal
information is collected and processed
responsibly, only where necessary and
for legitimate business purposes, while
respecting
individuals’
privacy
rights.
When processing personal data, we take
appropriate measures to ensure it is
accurate, secure, confidential and properly
protected. We also seek to minimise the
volume of personal data processed and
transferred, applying data minimisation
principles wherever practicable.
Our approach to data protection is governed
by the Group Data Processing Rules, which
set out the Group's requirements and
principles for the collection, use, sharing,
retention
and
protection
of
personal
data. The Group Data Processing Rules
are aligned with the EU General Data
Protection Regulation (“GDPR”) and the
UK Data Protection Act 2018, which serve
as our benchmarks for data protection. In
addition, each of our portals publishes a
Privacy Policy on its website, clearly setting
out the terms governing the collection, use,
sharing and retention of user data, including
data shared with 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 private
sellers who advertise on our platforms,
we hide part of their contact details and
provide virtual telephone numbers. These
measures help safeguard users' privacy
and reduce the risk of unauthorised access
to personal information. In 2026, we
further enhanced our automated personal
data deletion processes to ensure the
timely removal of expired or unused data
and continued compliance with GDPR
requirements.
In addition, all of our employees have
completed GDPR training. As planned, this
training was delivered across all our offices
in 2026. 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 sets out the key human
rights principles and ethical standards
that our business partners must respect.
We safeguard our employees through a
framework of policies and statements
including Code of Conduct, Modern Slavery
and Whistleblowing policies.
Sustainability Report
continued
During 2026, we were proud to donate, among others, to the following charities:
Blue / Yellow
Provides Ukrainian soldiers and volunteers
with critical medical, humanitarian and
non-lethal aid to help resist Russian
aggression
Švietimas numeris vienas
Brings together business and education
expertise to strengthen Lithuania’s education
system and help young people grow into
creative, independent, future-ready individuals
The Baltic International Security Centre
A pan-Baltic think tank focused on
European security, resilience, cyber
security, and strategic communication
Since the beginning of the war in Ukraine, the Group has donated €0.5
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 2026, the focus
continued to be on both organisations
that support Ukraine and local initiatives,
to which we donated €0.1 million. Please
see the table below.
Since the beginning of the war in Ukraine,
the Group has donated €0.5 million to
support Ukrainians affected by the war
through various charity organisations,
including
a
local
non-government
organisation “Blue/Yellow” which provides
critical
medical,
humanitarian
and
nonlethal aid to Ukraine, the Red Cross
and other initiatives supporting civilians
affected by the war.
In addition to these donations, we try to
ease the challenges faced by Ukrainian
refugees and the people of Ukraine in any
other meaningful ways. Since the start of
the war, tens of thousands of Ukrainian
refugees have become part of our local
communities in the Baltics, reinforcing
our
commitment
to
provide
support
where possible. Initiatives implemented
to support Ukrainian refugees are listed in
the table below.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
34
35
STRATEGIC REPORT
Modern slavery
We are committed to addressing the
potential risks of modern slavery, human
trafficking and other human rights abuses
within the Group and throughout our supply
chain. We regularly review our processes
and, where appropriate, enhance them
to ensure these risks are appropriately
mitigated.
Although
no
instances
of
modern slavery have been identified, we
believe the Group has appropriate policies
and
procedures
in
place
to
respond
effectively should any concerns arise.
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,
Group
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 Group 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.
Under 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 are 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).
Whistleblowing
BCG
has
adopted
a
Group-wide
Whistleblowing
Policy
designed
to
provide our employees with an effective
and available mechanism for reporting
concerns about suspected misconduct,
malpractice or unethical behaviour, which
includes a way for employees to raise their
concerns anonymously.
Employees may raise concerns through a
dedicated reporting channel, including a
local inbox, their line manager, a member of
the Executive Team or the Head of Human
Resources. Employees may also contact
the Chair of the Audit Committee if they
wish to raise concerns outside the Group's
management structure. Information on
the whistleblowing procedure and relevant
contact details is available to all employees.
Every effort is made to protect the
confidentiality of individuals who make
disclosures under the Policy. No employee
who raises a concern in good faith will be
dismissed, disadvantaged or subjected to
retaliation as a result. Any employee found
to have victimised or retaliated against an
individual who has raised a concern will be
subject to disciplinary action.
The CFO of Baltic Classifieds Group has
Board responsibility for monitoring and
evaluating whistleblowing arrangements.
The CFO reports whistleblowing matters
to the Audit Committee, including any
investigations
undertaken
and
actions
arising. The effectiveness of the Group's
whistleblowing arrangements is reviewed
periodically, including through independent
retrospective reviews where appropriate.
There were no whistleblowing reports
made during the financial year.
The
implementation
and
effectiveness
of the Group’s compliance function and
related policies are reviewed periodically
by the Audit Committee and 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
they are fair and reflect the economic
value of the products offered, maintaining
transparent access to our platforms, and
refrain from exclusive dealings that could
unfairly hinder the competition. Our pricing
strategies were challenged by third parties
and national competition authorities in
Lithuania and Estonia, providing useful
guidance on the assessment of pricing
practices against relevant benchmarks,
with one proceeding still awaiting a final
decision.
Tax transparency
BCG is committed to paying its fair share
of tax in a transparent manner. The Group’s
effective tax rate for 2026 was 13% (2025:
12%) with income tax of €7.7m (2025:
€6.3m).
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 in which the Group operates
Achieved
During 2026, BCG maintained policies and procedures designed to support
compliance with applicable tax, data protection, human rights, anti-bribery
and corruption, and other relevant laws and regulations in the countries in
which the Group operates. While a minor compliance matter relating to
the application of withholding tax requirements was identified during the
year, it was promptly addressed and did not have a material impact on the
Group's financial position or results.
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 2026, 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 2026.
Information on data security can be found in the Sustainability
Report on page 33 and Principal Risks and Uncertainties
section on page 41.
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 2026, we had no monetary losses as a result of legal
proceedings associated with anti-competitive behaviour
regulations.
Sustainability Report
continued
Sustainability Report
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
36
37
STRATEGIC REPORT
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 to support 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
Stakeholder Engagement
22
24
39
49
Employees
Whistleblowing Policy
Disciplinary Rules and Procedures Policy
Code of Conduct
Confidential Information Policy
AI Policy
Sustainability Report
Stakeholder Engagement
Directors’ Remuneration Report
22
49
64
Social and community matters
Modern Slavery Statement
Board Diversity Policy
Sustainability Report
Stakeholder Engagement
22
49
Respect for human rights
Modern Slavery Statement
Group Data Processing Rules
BCG Privacy Policy
Document Retention Policy
GDPR Policy
Code of Conduct
Business Partner Code of Conduct
Sustainability Report
Stakeholder Engagement
22
49
Anti-bribery and corruption
Anti-Bribery and Corruption Policy
Gifts and Entertainment Policy
Sustainability Report
Board Leadership and Company Purpose
Audit Committee Report
22
48
60
Business model
Our Business at a Glance
10
Principal risks and uncertainties
Risk Register
Disaster Recovery Policy
Principal Risks and Uncertainties
39
Non-financial KPIs
Strategic Highlights
Our Business at a Glance
Sustainability Report
1
10
22
Sustainability Report
continued
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 50 to 52 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
48
S172(1)(b) Interests of employees
Section 172(1) Statement
37
Stakeholder Engagement
49
Sustainability Report
22
Board Leadership and Company Purpose
48
Statement of Engagement with Employees
73
Board Activity and Culture
48
Impact of Stakeholder Engagement on Board Priorities and
Principal Decisions
52
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
Stakeholder Engagement
49
Board Leadership and Company Purpose
48
Statement of Engagement with Other Business Relationships
73
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
Stakeholder Engagement
49
Board Leadership and Company Purpose
48
Non-Financial Sustainability Information Statement
36
S172(1)(e) Maintaining high standard of business conduct
Moving Our Strategy Forward
14
Section 172(1) Statement
37
Stakeholder Engagement
49
Board Leadership and Company Purpose
48
Non-Financial and Sustainability Information Statement
36
S172(1)(f) Acting fairly between members
Section 172(1) Statement
37
Stakeholder Engagement
49
Division of Responsibilities
53
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
38
39
STRATEGIC REPORT
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.
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
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 a strong
balance sheet
Developments in 2026
Despite continued geopolitical tensions
and uncertainty surrounding the war in
Ukraine, the Group maintained strong
audience engagement and solid financial
performance. This resilience underscores
both the strength of our Company and
the Baltic economies amidst heightened
geopolitical uncertainties in the region.
Political and
macroeconomic situation
Economic conditions (whether due to the
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 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, and healthy liquidity headroom
Developments in 2026
The Baltic economies continued to recover
during the year, supported by resilient
labour markets, moderating interest rates
and continued wage growth. Lithuania’s
economy expanded by 2.9% in the calendar
year 2025, Latvia by 2.1% and Estonia
returned to growth at 0.6%. Inflationary
pressures increased again during the year,
although remained significantly below the
peak levels experienced two years earlier.
Wage growth remained robust across the
region, supporting household incomes
and consumer spending.
During the year, Lithuania implemented
reforms to its second pillar pension
system, allowing individuals to withdraw
accumulated pension savings between
2026-2027 calendar years. The reform
supports
consumer
spending
and
activity in certain sectors, including real
estate, although it also contributed to
increased
inflationary
pressures
and
added uncertainty regarding consumer
behaviour.
In the automotive market, activity in
Estonia remained subdued following the
introduction of vehicle registration and
ownership taxes in January 2025.
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 significant headroom
against debt covenant
•
Maintaining diversified revenue
streams
•
Working with well-established and
reliable third parties
•
Having an incident management
process
Developments in 2026
As the Group continues to grow and
expand
its
operations,
its
reliance
on
third-party
suppliers
and
service
providers also increases, creating greater
exposure to potential disruptions, supplier
performance
issues,
and
operational
dependencies.
During
the
year,
the
internal
audit
team
completed
a
review
of
third-
party
management
processes
to
further strengthen oversight and risk
management relating to key suppliers and
service providers.
The Group continued to strengthen its
customer offering and develop adjacent
services during the year. The integration
and development of Untu in Lithuania
progressed well and supported the Group’s
broader real estate strategy.
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.
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
Key:
Stable risk trend
Decreasing risk trend
Increasing risk trend
Risk appetite by area
Risk area
Risk appetite
Reasoning
Strategic risks
These are risks that could impact the Group’s
ability to achieve its strategic objectives. Such risks
may arise externally from competition, changes in
technology, consumer behaviour as well as geopolitical
landscape and economic conditions, or internally from
governance, culture and strategic decisions.
Moderate
The Group is willing to take a moderate level of strategic
risks to support innovation and long-term growth.
Legal & Regulatory Compliance risks
These are risks of failure to comply with legal and
regulatory requirements including those related
to competition and antitrust laws, taxation and
requirements for FCA-regulated entities.
Low to
moderate
The Group accepts a low to moderate level of regulatory
risk maintaining a strong commitment to compliance while
allowing limited flexibility to apply practical interpretations
of regulatory requirements where rules are unclear or open
to interpretation.
Data & Cyber security risks
These include cyber-attack and major data breach
related risks.
Low to
moderate
The Group accepts a low to moderate level of data and
cyber security risk as we seek to maintain strong security
controls while supporting the flexibility needed to deploy
innovative and evolving technologies.
Financial Risks
Financial risks include risks related to M&A, capital
allocation, and financing arrangements.
Moderate
The Group embraces a moderate level of financial risk
to drive strategic objectives, including M&A activities,
capital allocation, and financing arrangement to accelerate
growth and enhance shareholder value while maintaining
appropriate financial resilience and meeting tax and
regulatory obligations.
Operational Risks
These risks include disruption to our customer and / or
supplier operations as well as any failures of internal
systems, processes or policies that could impact the
Group’s business operations.
Moderate
The Group accepts a moderate level of operational risk in
areas where potential opportunities might outweigh the
adverse consequences of such risks, especially where
efficient and simplified processes support speed, flexibility
and innovation.
Risk Management
continued
The Group maintains a balanced risk
appetite, accepting a moderate level of
risk where it supports the delivery of
strategic objectives, innovation, growth
and shareholder value. The Group is
prepared to take considered risks in areas
such as strategic expansion, technology
development,
including
AI-enabled
products, recognising that agility and
innovation may give rise to increased
uncertainty. At the same time, the Group
seeks to minimise exposures that could
result in material harm to customers,
employees,
shareholders,
financial
performance or reputation, and maintains
appropriate governance, oversight and
control frameworks to manage risk within
acceptable levels.
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
2025 and April 2026.
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.
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.
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.
Principal risks
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
40
41
STRATEGIC REPORT
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 the 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-attacks, 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 2026
Cyber security and platform resilience
remained a key area of focus during the
year, particularly in light of the elevated
geopolitical
risk
environment
and
increasing sophistication of cyber threats.
The Group continues to strengthen its
systems
and
processes,
along
with
increasing
awareness
of
both
cyber
security and data protection across the
Group.
Risk Management
continued
Risk Management
continued
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 2026
The Board continued to evaluate
selective
acquisition
opportunities
that complement the Group’s existing
portfolio and support long-term value
growth.
The
integration
and
further
development
of
Untu
continued
during the year and supported the
Group’s expansion into adjacent real
estate services in Lithuania.
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
•
Regular monitoring of legal and regulatory
developments and assessment of their potential
impact on the business
•
Dedicated internal expertise within the business,
responsible for identifying, assessing and
responding to upcoming changes in laws and
regulations, supported by external specialists
where necessary
•
Board and senior management oversight of
competition and antitrust risks, through regular
reporting on regulatory developments, sector
enforcement trends and relevant investigations
and proceedings
Developments in 2026
The Group has two open supervisory proceedings
ongoing at the Estonian Competition Authority.
The first proceeding was initiated in February 2022
against AllePal OÜ, the operator of the Group's real
estate classifieds portal in Estonia, following a
complaint by Reales OÜ alleging unfair refusal to
provide services after the termination of a service
agreement. AllePal OÜ maintains that the agreement
was terminated because Reales OÜ was using the
service for advertisement aggregation and brokerage
activities outside the intended use of the portal. An
additional complaint regarding alleged discriminatory
pricing was subsequently incorporated into the
same proceeding. AllePal OÜ has cooperated with
the ECA and provided the requested information.
Since October 2022, there have been no material
updates or actions in the proceeding. The second,
officially opened in December 2024, concerns the
alleged imposition of contractual conditions which
may not be acceptable to clients as well as potential
discriminatory treatment of clients in relation to the
Group’s Auto portal in Estonia. The proceeding is
ongoing and the Group may receive further requests
for information.
The proceedings could result in a precept, ordering
the relevant Group companies to end any ongoing
infringement. During 2026, amendments to the
Estonian competition law framework implementing
the ECN+ Directive ((EU) 2019/1) entered into
force. Under the revised framework, the Estonian
Competition Authority has the power to impose a fine
of up to 10% of the whole Group’s turnover should
the Competition Authority determine that any non-
compliant practice is ongoing.
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 the 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 2026
The
Group
maintained
strong
leadership positions across leading
portals, underpinned by a significant
traffic share derived from direct and
proprietary channels, with continued
growth in advertiser numbers. A high
level of direct engagement reinforces
the Group’s status as a primary gateway
channel, providing a moat against
shifting consumer search behaviours
and the emerging dynamics of AI-
driven search traffic. Whilst the pace
of
technological
change
continues
to accelerate, continued investment
in
platform
functionality,
customer
experience and AI-enabled features
helped
maintain
market
leadership
and strengthen the advertiser value
proposition.
As the Group continues to broaden its
product offering, it is also exposed to
a wider range of potential competitors.
Climate change
From a long-term perspective, the Group is
subject to physical climate risks, directly
related to climate change, and transition
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
addressing climate change by
being environmentally responsible,
reducing carbon emissions, shifting to
renewable energy and offsetting carbon
emissions
•
We are taking actions to respond to
the increasing awareness of climate
change and evolving environmental
regulations. These include adapting
our platforms for eco-friendly products,
introducing necessary search filters,
enhancing user education, and
enriching ad data with environmental
impact related information
Developments in 2026
In 2026, emissions from the Group’s
own operations (Scope 1 and Scope 2)
increased by 21%, primarily due to the
expansion of office space in Vilnius and
higher heating-related emissions during
an unusually cold winter. While overall
emissions
increased,
we
continued
to
make
progress
in
reducing
our
environmental impact. During the year,
we achieved an 18% reduction in Scope
1 vehicle emissions and an increase in
renewable electricity usage to 95%.
Taxation
The
Group
operates
across
multiple jurisdictions with differing
and evolving taxation regimes.
Changes in broad-based taxes,
such as corporate income tax or
value added tax, could materially
affect profits and cash flows.
In
addition,
the
introduction
or
increase
of
sector-specific
taxes, such as those on motor
vehicles
or
real
estate,
could
influence
consumer
behaviour
and, consequently, demand for the
Group’s services.
Mitigation
•
Monitoring tax and regulatory
developments across the
jurisdictions in which the Group
operates
•
Regularly assessing the
potential impact of proposed
tax changes on the Group’s
operations, customers and
financial performance
Developments in 2026
During
the
year,
the
Group
continued
to
monitor
changes
in taxation regimes across the
Baltic states, including the phased
increase in the corporate income
tax rate in Lithuania. The Estonian
automotive market continued to be
affected by the vehicle registration
and ownership taxes introduced
in January 2025, which negatively
impacted
transaction
volumes
since their introduction.
Key:
Stable risk trend
Decreasing risk trend
Increasing risk trend
Key:
Stable risk trend
Decreasing risk trend
Increasing risk trend
Emerging risks
Principal risks
Principal risks
Baltic Classifieds Group PLC Annual Report and Accounts 2026
43
GOVERNANCE REPORT
Baltic Classifieds Group PLC Annual Report and Accounts 2026
42
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
2024
(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
39 to 41.
The Directors have determined that a
period of five years to April 2031 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 April 2026. The base
case financial projections start with the
Group’s budget for 2027 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
covenant attached to the Group’s external
debt and ability to repay the debt when it
matures in January 2031.
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 assess the Group’s ability to
maintain sufficient liquidity and covenant
headroom throughout the assessment
period.
The
analysis
considered
the
Group’s
expected
cash
generation,
available cash balances and committed
debt facilities.
The Company’s Strategic Report, set out
on pages 1 to 42, was approved by the
Board on 1 July 2026 and signed on its
behalf by:
Justinas Šimkus
Chief Executive Officer
1 July 2026
Other factors providing comfort to the
Directors regarding the Group’s long-
term viability include its leading market
positions, diversified revenue streams,
high margins, strong cash conversion
and relatively low capital expenditure
requirements as well as ability to adjust
the discretionary dividend payments.
Based on this assessment, 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.
Corporate Governance Report
Our Executive Directors are
deeply connected to both our
teams and markets, allowing
us to continue to foster a
collaborative culture that we
believe sets us apart
Trevor Mather
Chair
“
Dear Shareholder
On behalf of the Board, I am pleased to present the Group’s Corporate Governance Report for the
year ended 30 April 2026.
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 2024
(the “Code”), which applies in full for the 2026 financial year with the exception of Provision 29,
which in BCG’s case will apply from financial year ending 30 April 2027.
Purpose, culture and long-term success
The Code places greater emphasis on how
culture is embedded and how Board decisions
support long-term sustainable success. These
practices have long been integral to the way
our Board operates. Our Executive Directors
are deeply connected to both our teams and
markets, allowing us to continue to foster a
collaborative culture that we believe sets us
apart.
Strategy and market context
Some of the Group’s markets experienced
notable shifts during the year, including the
impact of the car tax and slow recovery in
the Estonian car market, regulatory changes
to Lithuania’s second-pillar pension system
and an unusually cold winter period that
temporarily reduced activity in certain verticals.
The Board considered these developments
carefully, evaluating the strategic implications
and operational responses as part of its
outcomes-focused
governance
approach,
consistent with the Code’s expectation that
boards report on decisions in their strategic
context.
The Group also continued to advance its
product
and
platform
strategy,
including
AI-enhanced features, data-driven innovations
and
further
strengthening
of
our
digital
ecosystem. The Board oversaw this progress,
with regular sessions on emerging technology
and its opportunities and risks.
Stakeholder engagement
The Board continues to value direct engagement
with investors, including attendance at the US
investor roadshow by Executive Directors,
which once again offered valuable insights into
shareholder priorities.
We remain committed to hearing directly from
our employees across the Baltics. This year,
the Board held meetings in Vilnius and Tallinn,
creating meaningful opportunities to engage
with colleagues locally. We were pleased to
note high levels of employee satisfaction in the
annual survey and will continue to monitor and
support the drivers of engagement across the
Group.
For more on our s172(1) Statement and
stakeholder engagement, see page 37 and
pages 49 to 52.
Board governance and effectiveness
T
he
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
external Board performance review.
Governance
Highlight
Code
Principle
Rationale
Board
oversight of AI
developments
and risks
A, O
AI affects strategy,
culture, and risk.
Cyber security
strengthening
A, O
Cyber supports
control and
resilience.
External Board
performance
review
J, L
Evaluation informs
succession and
renewal.
Provision 29
preparation
A, O
Controls support
resilience and
assurance.
Market context
shaping Board
decisions
A, D
Market context
strengthens
strategic judgement.
Capital
allocation
and investor
feedback
A, D
Capital decisions
influence strategy
and confidence.
Culture
integrated in
Board narrative
A, B
Culture underpins
purpose and
performance.
Board
succession
planning
J, L
Succession
supports continuity
and effectiveness.
The
review
confirmed
that
the
Board
operates effectively, adopting a pragmatic
approach to its role, with the depth of
industry experience among the Non-Executive
Directors distinguishing the BCG Board from
many of its peers. Strong relationships and
constructive challenge support high-quality
decision-making.
The Board has begun considering a structured
approach to long-term succession planning
for the Chair and Non-Executive Directors.
This includes reviewing current tenure and
Committee
responsibilities,
assessing
the
implications of the recommended nine-year
tenure
limit—under
which
a
number
of
Non-Executive Directors would reach this
milestone
concurrently
around
2029/30—
and considering the appropriate Board size
and composition to meet regulatory and
governance requirements. The Board has also
considered the capabilities and characteristics
required for future appointments, the potential
timing and phasing of Board refreshment, and
planned changes to Committee Chair roles in
the coming year.
Risk and internal controls
The Board remains committed to maintaining
a robust risk and internal controls framework.
This includes continued focus on cyber
security resilience, AI-related risks and the
evolving
regulatory
landscape.
We
also
advanced preparations for the implementation
of Provision 29. Further details are provided in
the Audit Committee Report.
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.
2026 Annual General Meeting
Our 2026 Annual General Meeting (“AGM”)
will be held at 11:00 am local time on 23
September 2026, at Esperanza, Paunguriai,
Trakai District, Vilnius County 21282, Lithuania.
I 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
1 July 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
44
45
GOVERNANCE REPORT
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 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 taken as at 30 April 2026
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.
(until April 2026)
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 joined
the Group in 2021 as Chair.
He 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 ten years at Andersen
Consulting (now Accenture).
Key external appointments:
Trevor is a Chair at
PropertyGuru.
N
Ed Williams
Senior Independent Non-
Executive Director
Appointed:
2021
Nationality:
British
Independent:
Yes
Experience:
Ed joined the
Group in 2021 as Senior
Independent Non-Executive
Director. He 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, a 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:
Ed currently serves as Non-
Executive Director of Trade
Me in New Zealand and
PropertyGuru in Singapore.
N
R
1
A
Tarvo Teslon
Portal Manager
of KV.ee and
KuldneBörs.ee
Karin Noppel-Kokerov
Portal Manager
of City24.ee
Živilė Koncevičienė
Portal Manager of
CVbankas.lt
Gvidas Borisas
Portal Manager of
Kainos.lt and
Paslaugos.lt
Maksis Karlins
Portal Manager
of City24.lv
Dovilė Ramoškaitė
Portal Manager of
Aruodas.lt
(from April 2026)
Marius Iziumcevas
Project Manager of
Autoistorija.lt and
Vininfo.ee
Dovilė Lukavičiūtė
Portal Manager
of Autoplius.lt
Daniel Skornjakov
Portal Manager
of Auto24.ee
Dovydas Mačiulis
Portal Manager of
Skelbiu.lt
Corporate Governance Report
continued
For more information on the Senior Management team refer to the website
www.balticclassifieds.com
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. 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 has also served as a
board member of MM Grupp
from 2019 until April 2026 and
is currently SVP of Operations
at Bolt.
Key external appointments:
Kristel is SVP of Operations
at Bolt, a board member of
Muffin Investments OÜ and
Business Shark OÜ, and
serves on the supervisory
boards of Skeleton
Technologies Group OÜ and
Frankenburg Technologies
OÜ.
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. Her experience
includes 18 years at PwC
where she became a
Director and a member of
the Management Board in
Lithuania, senior roles in
a FinTech startup and a
membership of the Audit
Committee at Maxima
Grupe. Jurgita completed
an International EMBA at
the Baltic Management
Institute and is a Fellow of
ACCA, is a Certified Internal
Auditor, and was President
of the Lithuanian Chamber of
Auditors (2010 to 2014).
Key external appointments:
Statutory Auditor and Head
of Audit & Assurance Quality
Management 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 an
experienced corporate, M&A
and securities lawyer, and a
Partner and Co-Chair of the
Corporate and M&A practice
at Ellex Valiunas. Rūta is
actively involved in working
groups and associations
supporting the legal and tax
environment for high-growth
tech companies. She holds
an LL.M. 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
1
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
has 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.
Key external appointments:
Tom is a Non-Executive
Director and Chair of
Remuneration Committee
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
1
Ed Williams, who has served as Chair of the Remuneration Committee since the Company's IPO in 2021, will step down from his role as Committee Chair with effect from the
signing of this Annual Report and will remain a member of the Committee. Rūta Armonė, an existing member of both the Board and the Remuneration Committee, will succeed Ed
as Chair of the Committee.
1
Ed Williams, who has served as Chair of the Remuneration Committee since the Company's IPO in 2021, will step down from his role as Committee Chair with effect from the
signing of this Annual Report and will remain a member of the Committee. Rūta Armonė, an existing member of both the Board and the Remuneration Committee, will succeed Ed
as Chair of the Committee.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
46
47
GOVERNANCE REPORT
Corporate Governance Statement 2026
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 guidance and principles of the
Code which applies to financial years
beginning on or after 1 January 2025,
with the exception of Provision 29 on the
effectiveness of material internal controls,
which becomes effective for financial
years beginning on or after 1 January
2026.
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 2026:
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 has 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.
Please see Diversity and inclusion in the Nomination Committee Report on page 57
Corporate Governance Report
continued
Code
Principle
Description
Further information
Page
Board Leadership and Company Purpose
A
Leadership
•
Effective, entrepreneurial board providing long-term sustainable
direction.
Effective Board
Nomination Committee Report: Board and Committee
Performance Review
48
58
B
Purpose, value and strategy
•
Aligning these with 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
48
48
C
Board decisions and their outcomes
•
In the context of the company’s strategy and objectives
Board Activity and Culture
Stakeholder Engagement
48
49
D
Stakeholder engagement
•
Participation with these parties
Strategic Report: S172(1) Statement
Stakeholder Engagement
Impact of Stakeholder Engagement on Board Priorities and
Principal Decisions
37
49
52
E
Workforce policies and practices
•
Consistent with Company values
Non-Financial Information and Sustainability Statement
Strategic Report: Sustainability Report
36
22
Division of Responsibilities
F
Chair leads the Board
•
Responsible for overall effectiveness
Governance Report: Board of Directors
Board Roles and Responsibilities
Leadership Structure
Board and Committee Meetings and Attendance
Directors' Report
44
53
53
54
71
G
Combination of executive and non-executive directors
•
Clear division of responsibilities between the Board and executive
management
Independence
54
H
Non-executive director’s role
•
Allow sufficient time; provide constructive challenge and hold
management to account
External Commitments
54
I
Board effectiveness and efficiency
•
Ensure it has policies, processes and time
Nomination Committee Report
56
Board Composition, Succession and Evaluation
J
Appointments to the Board
•
Formal, rigorous and transparent procedure
•
Effective succession plan for the Board and senior management
Governance Report: Board of Directors
Appointments to the Board
Policy on Appointments to the Board
Board Tenure
Board Training and Professional Development
Annual General Meeting and Director Re-election
Directors' Report
Nomination Committee Report
44
57
57
55
55
55
71
56
K
Board composition
•
Combination of skills, experience and knowledge
Board Composition, Succession and Evaluation
Nomination Committee Report
55
56
L
Annual Board evaluation
•
Consider its performance, composition, diversity and dynamics
Nomination Committee Report
56
Audit, Risk and Internal Control
M
Transparent, independent, and effective audit functions
•
Safeguarding the integrity of financial and narrative reporting
Audit Committee Report
60
N
Fair, balanced and understandable assessment of Company’s
position and prospects
Audit Committee Report: Fair, Balanced and Understandable
Viability Statement
Directors’ Report: Statement of Directors’ Responsibilities in
Respect of the Annual Report and Accounts
62
42
74
O
Effective risk management and internal control framework
•
Determine the nature and extent of the principal risks
Strategic Report: Risk Management Framework
Strategic Report: Principal Risks and Uncertainties
Audit Committee Report: Internal Controls
38
39
62
Remuneration
P
Remuneration policies and practices designed to support strategy
•
Clearly linked to long-term strategy
Directors’ Remuneration Report
64
Q
A formal and transparent procedure for developing policy on
executive remuneration
•
And determining director and senior management remuneration
Directors’ Remuneration Report
64
R
Independent judgement and discretion when authorising
remuneration
•
Taking into account company and individual performance
Directors’ Remuneration Report
64
Corporate Governance Report
continued
A copy of the Code can be found on the
Financial Reporting Council’s website:
www.frc.org.uk.
The Company has been preparing for the
changes introduced by the Code and the
following pages illustrate how these have
been implemented. The Board has already
undertaken significant preparatory work
to enhance internal control monitoring
mechanisms in respect of Provision 29
and more details on this can be found on
page 62.
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 41.
Information with regards to share
capital is presented in the Directors’
Report from page 71.
Information on Board and Committee
composition can be found on pages 44
and 45.
Information
on
Board
diversity
including the Board Diversity Policy
can be found on page 57.
Throughout this Corporate Governance Report, we explain how the Company has complied with the Principles and Provisions of the Code
and the following table provides cross references to the relevant sections of this Annual Report and Accounts:
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
48
49
GOVERNANCE REPORT
Board Leadership and Company Purpose
Effective Board
The
Board
recognises
that
long-term
sustainable success depends on an effective
and entrepreneurial leadership team whose
behaviours and decision-making are aligned
with the Group’s purpose, values and
strategy. Entrepreneurs Justinas Šimkus
(CEO) and Simonas Orkinas (COO), together
with their long-standing leadership team,
have spent more than a decade building
a portfolio of market-leading businesses
and strong brands, creating the foundation
for the culture and strategic direction the
Board now oversees. Following Simonas’s
retirement, this legacy continues under the
stewardship of the current leadership team
and the Board.
The Board brings together Executive and
Non-Executive Directors with deep industry
knowledge and complementary skills. In
line with the Code, the Board continues
to focus on how members’ behaviours,
challenge, and contribution support effective
decision-making and reinforce the Group’s
purpose and culture. Most Directors are
also investors in the Company, which
further aligns the Board’s interests with
the long-term success of the Group and its
stakeholders.
Throughout the year, the Board considered
the wider market context in which the Group
operates, including the slow recovery of
the Estonian car market, changes to the
Lithuanian second-pillar pension system
and the impact of unusually cold winter
Board activity
Link to culture
Outcome
Employee
engagement survey
The Board reviewed the employee engagement survey
results to understand workforce sentiment and priorities.
The Board gained assurance that employee engagement remains
consistently strong, with high levels of employee pride and positive
feedback across culture, values and working relationships.
Board meeting at
local offices
Board meetings were held in Lithuania and Estonia,
to provide opportunity for the Board to engage with
employees from across different countries and offices.
These meetings supported direct engagement on strategy, pricing
and performance, reinforcing alignment between the Board and
local teams.
Chair and NED
employee
engagement
sessions
The Chair and NEDs attend bi-annual in-person employee
engagement sessions on a rotating basis throughout
the year, responding directly to employee questions and
feedback.
These sessions supported an open and transparent culture,
confirmed positive employee sentiment and demonstrated that
employee understanding was in broad alignment with Board-level
strategic discussions as well as highlighted opportunities to
strengthen collaboration across locations.
Executive Directors
jointly responsible
for workforce issues
Executive Directors maintained close engagement with
management and employees and held direct responsibility
for workforce issues, establishing a direct connection
between leadership, culture and decision-making.
The Board maintained oversight of workforce matters reinforcing
a culture of accountability and alignment between Board and
leadership decisions and employee experience.
People and culture
The Board reviewed how culture is embedded across the
Group, checking cultural indicators such as the employee
engagement survey and as illustrated in the Case Study.
It also looked at leadership behaviours against BCG’s
purpose and values.
The Board ensured that culture remains aligned with purpose and
strategy, supported by regularly considering people and culture
matters, including approval of policies to promote safe, fair and
responsible working practices.
Oversight of
workforce
remuneration and
rewards
Discussions at Board and Remuneration Committee
level, enabled assessment and oversight to ensure that
employee remuneration and rewards support employee
motivation.
The Board exercised oversight of remuneration frameworks,
including approval of changes to performance share plan
arrangements on the recommendation of the Remuneration
Committee, ensuring alignment with remuneration policy, market
conditions and broader workforce pay, supporting fairness and
consistency.
Embedding purpose
and values
The Board supported initiatives that reinforce the Group’s
purpose of connecting buyers and sellers across the
Baltic region through market-leading trusted digital
marketplaces, promoting fairness and efficiency.
The Board gained assurance that the Group’s purpose and values
are well embedded across the organisation, supported by positive
employee sentiment and underpinned by disciplined decision-
making, regulatory oversight and governance practices aligned to
long-term stewardship.
Corporate Governance Report
continued
conditions on transaction activity, to ensure
strategic decisions remained grounded in
the realities of our operating environment.
During the year, the Board undertook an
external performance review, consistent
with the FRC’s 2024 guidance, which
emphasises
meaningful
evaluation
and
improvement rather than process alone. The
review concluded that the Board is operating
effectively, with strong relationships and
constructive
challenge,
contributing
to
high-quality decision-making. The review
identified priorities, including proactive Board
succession planning and future capability
needs, focus on long-term growth drivers
informed by external insights, and continued
refinement of meeting management and
Board materials.
Further detail on the Board effectiveness
review and resulting actions can be
found in the Nomination Committee
Report on page 58.
Purpose, strategy, values and
culture
The
Group’s
culture
is
entrepreneurial,
team-focused
and
ambitious,
grounded
in principles of equality and inclusivity.
The Board recognises that this culture
is fundamental to the Group’s long-term
success and is confident that it remains
closely aligned with the Company’s purpose,
values and strategy. Indeed, the Board
views this collaborative culture—shaped
by our people and supported by our flatter
organisational structure—as one of our core
strengths.
Our
purpose
is
to
provide
trusted
marketplaces that connect buyers and
sellers across the Baltic region, enabling
smooth, simple and efficient transactions.
This
purpose
guides
decision-making
across the organisation and underpins the
behaviours and expectations that form the
foundation of our culture.
Board activity and culture
The Board has long placed strong emphasis
on keeping the Group’s purpose, values,
strategy and culture closely aligned, and
understanding how these shape the way
we work. The Code brings greater focus to
these areas, particularly the importance
of monitoring culture and reporting on the
outcomes of Board decisions in the context
of strategic objectives.
As these principles are already embedded
in how Baltic Classifieds Group operates—
supported by our flatter structure and an
engaged Executive Management—the Code
reinforces practices that are already part of
our governance approach.
The following table shows how the Board’s
activities during the year support and
reinforce our culture.
For more information on stakeholder
engagement, see page 49 and our
Section 172(1) statement on page 37.
Case study: Strengthening Board–Employee Engagement
In early 2026, Non-Executive Directors
Kristel Volver and Ed Williams met with
eight employees from the Lithuanian
office. The group represented a broad
range of tenures, including long-serving
employees with over ten years at BCG,
recent joiners, and a returning team
member.
This case study demonstrates the value
of structured employee engagement at
Board-level.
Objective
To create an open, constructive space
where employees could:
•
Share feedback on their working
experience
•
Raise any concerns or suggestions
•
Hear directly from Board members on
strategic topics
•
Contribute to ongoing cultural and
operational improvements
Employees were also reminded of the
Whistleblowing Policy for any issues that
might be sensitive or inappropriate for a
group setting.
What We Heard
The session was conducted in English,
with
all
participants
contributing
confidently. While the Board team invited
targeted suggestions for improvement,
employees mainly used the opportunity
to seek broader views from Directors,
reflecting a strong sense of trust and
engagement.
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, 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.
Corporate Governance Report
continued
Impact and Outcomes
This engagement session reinforced the
importance of direct Board–employee
interaction as a source of cultural and
strategic insight. Key outcomes included:
•
Validation of strong employee
sentiment, supporting retention,
wellbeing, and culture
•
Reaffirmation of cross-country
collaboration as an improvement
opportunity
•
Evidence of high strategic awareness
among employees, particularly
regarding AI and industry change
•
Strengthening trust between
employees and the Board
Findings from this session have been
shared formally with the Board and will
inform
ongoing
initiatives
in
people,
culture, and operational alignment.
Board activity
Link to culture
Outcome
Leading by example
Through its behaviours, and engagement with
management and employees, the Board actively
role-models an open culture. BCG has a dynamic and
motivated team that enjoys working together and having
fun, and this spirit of collaboration and camaraderie is one
of our greatest strengths.
The Board demonstrated leadership through disciplined
decision-making, robust challenge and governance oversight,
including approval of key policies such as the AI Policy applicable
to all employees and Directors, reinforcing expectations of
responsible leadership and strong tone from the top.
Strategic oversight
of each of the four
vertical business
areas
The Board reviewed strategic decisions and their
outcomes in the context of the Group’s purpose, values
and long-term strategy.
The Board has direct contact with Portal Managers,
helping them understand key issues and strengthen
collaboration across the Group.
The Board exercised oversight of financial performance, capital
allocation, pricing and packaging, technology (including AI), risk
management and M&A activity, supporting accountability, effective
execution of strategy and long-term value creation
Promoting an
ethical and fair
culture
The Board approved key policies, including the
Remuneration Policy, Modern Slavery Statement and
those related to responsible business conduct, workforce
protection and governance safeguards.
The Board promoted a responsible and fair culture through
disciplined decision-making, regulatory oversight, reinforcing
fairness, transparency, ethical behaviour and accountability, across
the Group and its stakeholders.
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.
The table on pages 50 to 51
summarises the Group’s key
stakeholders and highlights what issues matter the most to them
and how the Board engages with them.
The table should be read in conjunction with the Section 172(1)
statement on page 37 and also with the Statement of Engagement
with Employees and the Statement of Engagement with Other
Business Relationships on page 73.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
50
51
GOVERNANCE REPORT
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 builds a scalable infrastructure
capable of handling increasing traffic levels
and serving as a practical foundation for
data-driven and AI-enabled products.
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.
What matters
Board oversight and engagement mechanisms
Board decisions
Investors
•
Business operations , including
our approach to Artificial
Intelligence
•
Sustainable, profitable growth
runway
•
Capital allocation discipline
•
Shareholder value
•
Risks and resilience
•
Governance, transparency and
trust
•
Responsible and sustainable
business
•
Leadership and culture
•
Internal and external audit
processes
•
Responding to market concerns about AI-
related share price dislocation
•
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 and Analyst
Presentation
•
Analyst consensus
•
Relevant updates on corporate website
•
Annual General Meeting and General Meeting
•
Electronic communications to shareholders
•
Views of voting agencies
•
Shareholder expectations summaries
•
Updated Capital Allocation
Policy
•
Strategic decision to use
leverage for share buybacks
•
Dividend approval
•
Approval of half year
financial report, Annual
Report and Accounts, and
investor presentations
•
Approval of GM and AGM
resolutions
•
Budget and Reforecast
approval
•
Approval of AI Policy
Consumers
and
Advertisers
•
Market reach and network
strength
•
Fair and transparent pricing
•
Platform experience and
functionality
•
Trust, safety and reputation
•
Customer service and support
•
Training on new functionalities
(Advertisers)
•
Credibility of sellers
(Consumers)
•
Data protection
•
Oversight of expanding from listings into a
broader digital ecosystem.
•
Monitoring product strategy
•
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
•
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
•
Approval of updates to
products and pricing across
verticals.
•
Review of market conditions
(e.g., Estonian auto market)
and implications for product
development and pricing
actions.
•
Review of C2C and B2C take
rates and impact on future
pricing direction.
•
Reviewed content
moderation measures
across the portals.
Our People
•
An inclusive and diverse working
environment
•
Positive culture, team spirit
•
Opportunities for career and
personal development
•
Having a voice
•
Fair reward and working
conditions
•
Community responsibility
•
Company strategy
•
Ethical working practices
•
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% (2025:
more than 95%) of employees are proud to
work at BCG and these results were discussed
at the Board
•
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
•
Approval of share option
awards to employees
according to the Company’s
long-term incentive plan
•
Provided feedback on
improving employee survey
•
Approval of policies
including AI Policy
What matters
Board oversight and engagement mechanisms
Board decisions
Suppliers
•
Fair and reliable commercial
relationships
•
Responsible and sustainable
business practices
•
Business stability and growth
•
Oversight of emerging technology-related risks
•
Ongoing oversight of AI development,
including internal updates and external
learning sessions
•
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
•
Governance of technology
and AI adoption
•
Board oversight of fraud
prevention and cyber
security resilience including
safeguards for data and
intellectual property
•
Approval of responsible
business policies
•
Approval of long-term
financing decisions
Regulatory
bodies
•
Legal and safe operations
in compliance with relevant
regulations
•
Fair and ethical treatment of
employees
•
Environmental responsibility
•
Consumer protection and market
integrity
•
Board oversight and approval of filings with
Companies House
•
The Board receives updates on legal matters
at Board meetings
•
Review of the Risk register
•
Competition case update
•
During the year, the Board undertook
externally-led refresher training on the UK
Market Abuse Regulations (MAR), including
broader regulatory and governance matters,
delivered by Clifford Chance.
•
Reviews communications with the Financial
Reporting Council (“FRC”)
•
Regulatory considerations in
RNS/ARA sign-off
Environment
and
Community
•
High environmental and social
standards
•
Environmental responsibility and
climate impact
•
Human rights and ethical
conduct
•
Positive community impact
•
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
•
Approval of the Annual
Report and Accounts
•
Approval of the Modern
Slavery Statement
Corporate Governance Report
continued
Corporate Governance Report
continued
Our stakeholders are
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
Consumers and Advertisers
Are at the heart of our purpose
People
We all work together to ensure the long-term
success of our business
Investors
Allow us to strive to be the best for all our
stakeholder groups
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
52
53
GOVERNANCE REPORT
Corporate Governance Report
continued
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.
Reflecting the strengthened focus of the Code, the Board ensured that its decisions were aligned with the Group’s purpose, values
and strategy, and monitored cultural indicators to understand how culture is embedded across the business. In considering strategic
matters, the Board assessed both actions and outcomes, consistent with Principle C’s emphasis on reporting decisions in their strategic
context.
The following table sets out the Board’s priorities, key actions and principal decisions during the year, highlighting the stakeholder
groups affected and alignment with the Section 172(1) factors.
The Board seeks to ensure that stakeholder perspectives are considered in decision-making and reflected throughout the organisation.
Board priorities
Key actions and principal decisions
Strategy and
operations
•
Approved B2C and C2C pricing strategies across core platforms
•
Reviewed performance and strategy across key business verticals, including Generalist, Auto, Real Estate and
Services
•
Approved new product and business initiatives, including ‘buy now’ functionality and rental model development
•
Reviewed financial performance against budget
•
Evaluated M&A opportunities and exercised disciplined capital allocation where required
•
Considered and responded to strategic implications of AI, including data access and platform positioning
Leadership
and
employees
•
Approved senior leadership succession, including appointment and remuneration of Chief Operating Officer
•
Undertook Board succession planning including future NED recruitment and Committee leadership changes
•
Reviewed employee engagement survey results and outcomes, noting consistently strong workforce sentiment
and identifying enhancements to survey analysis
•
Reviewed Non-Executive Director fees and approved an increase
•
Considered and implemented recommendations from the external Board performance review
•
Maintained ongoing oversight of workforce engagement through regular updates and Non-Executive Director
engagement sessions with employees, acting on themes including collaboration and communication
Finance and
Investor
Relations
•
Approved budgets, financial reforecasts and scenario planning to support medium-term performance
•
Approved FY2025 Annual Report and Accounts, FY2026 Half-Year report and results announcements, and
oversaw investor messaging
•
Approved dividends and reviewed capital allocation framework
•
Authorised share buyback programme
•
Approved entry into new €145m term and revolving credit facility to refinance existing debt and support capital
allocation, including share buybacks
•
Reviewed investor engagement strategy, including roadshows and approach to market disclosures in
consultation with brokers
•
Reviewed proxy advisor recommendations and investor expectation letters
•
Received reports and updates on investor relations activities, including investor roadshows
Risk
management
•
Reviewed and updated principal risks, including addition of tax risk
•
Considered cyber security risks and external incident learnings to enhance control environment
•
Oversaw emerging risks associated with AI, including data security and intellectual property considerations
•
Reviewed the effectiveness of the external audit process and the internal audit function, through the Audit
Committee
•
Reviewed the effectiveness of the Group’s risk management and internal control systems, including financial,
operational and compliance controls; this was done in conjunction with the Audit Committee
•
Prepared for Provision 29, including supporting work on internal control effectiveness
•
Assessed financial resilience through downside scenario analysis and stress testing
•
Received updates on cyber security–related risks
Governance
•
Carried out an external Board effectiveness review and agreed an action plan based on the findings
•
Reviewed and approved updates to the Audit, Nomination and Remuneration Committees’ Terms of Reference
and the Matters Reserved for the Board, to align with the Code
•
Reviewed the Division of Responsibilities across the Board and executive leadership
•
Approved the AGM 2025 and GM resolutions
•
Participated in governance and regulatory training, including MAR and Provision 29 developments and received
quarterly legal and regulatory updates
ESG
•
Reviewed ESG performance, reporting requirements and external ratings
•
Approved key Group policies supporting ethical and responsible business practices, including Modern Slavery
and workplace conduct policies
•
Maintained oversight of workforce engagement, inclusion and culture through survey results and direct
engagement
•
Received feedback from employee meetings in Vilnius and Tallinn
•
Considered workforce-related metrics, including gender pay gap disclosures and targets
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
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 committed to maintaining high standards of corporate governance. It
provides oversight of the Group’s activities and retains ultimate responsibility for
decision-making on behalf of the Company.
Certain responsibilities are delegated to
Board Committees, while execution of approved decisions is entrusted to the Executive
Management, who manage day-to-day operations of the business.
The Board defines the Group’s purpose, values and strategic priorities, ensuring alignment
with the Company’s culture. It provides leadership focused on the delivery of long-term
sustainable success and shareholder value, while maintaining oversight of the Group’s
risk management framework and system of internal controls.
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, risk
management and internal control
systems, whistleblowing 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 provides leadership to the
Group and is supported by a governance
structure
comprising
its
Committees
and the Executive Management. This
framework enables effective oversight
and supports a balanced approach to risk
management, aligned with the Group’s
culture.
Specific responsibilities are delegated to
the Board’s three permanent Committees,
each operating within defined Terms of
Reference, which are available on the
Company’s website. The roles of each of
the Board Committees are set out below:
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 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
54
55
GOVERNANCE REPORT
Executive Management
The Executive Management team, comprising
the three Executive Directors, is responsible
for the day-to-day running of the business. It
is accountable for implementing the strategy
approved by the Board and for overseeing the
Group’s operational performance.
Senior Management
Senior Management consists of the three
Executive Directors, the Development Director
and 12 Portal and Project Managers. The
Senior Management team meets regularly
and at least weekly, to review performance
and operational matters. Portal Managers
attend Board meetings when matters relevant
to their areas of responsibility are considered,
ensuring appropriate insight and engagement.
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 three times during the year.
Its key areas of responsibility include:
•
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
provide
shareholders
with
a
fair,
balanced
and
understandable assessment of the Group’s
position, performance and future prospects,
including its business model and strategic
direction. It is responsible for the preparation
of the Annual Report and Accounts; as well as
maintaining appropriate accounting records
and ensuring compliance with statutory and
regulatory requirements.
The Board reviews and approves the Group’s
principal risks and associated mitigation plans
at least twice a year, based on input from Senior
Management. Through the Audit Committee,
the Board oversees the effectiveness of the
Group’s risk management framework and
internal control systems and has overseen the
Corporate Governance Report
continued
plans for adoption of Provision 29 in financial
year 2027. Further details on the Audit
Committee’s work during the year, including
the Group’s preparation for the implementation
of Provision 29 of the Code, are set out in the
Audit Committee Report.
Board’s role in remuneration
The Board recognises that remuneration
must
support
the
Group’s
strategy
and
long-term sustainable success and delegates
responsibility to the Remuneration Committee
to
ensure
that
formal
and
transparent
processes are in place.
During the year, the Committee consulted on
the new Remuneration Policy and reflected
shareholder feedback, including calls for more
demanding upper-end EPS targets and interest
in incorporating an additional performance
metric such as Total Shareholder Return
(“TSR”).
Further detail on these matters is set
out in the Directors' Remuneration
Report on page 64.
Board and Committee meetings and
attendance
Board and Committee meetings are held Board
and Committee meetings are held either in
person or virtually.
The table below 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.
Following
the
end
of
the
Relationship
Agreement with Apax in July 2024 and the
conclusion of the requirement for a nominated
director, the Nomination Committee reviewed
Tom Hall’s position and recommended that he
continue to serve on the Board. During the year,
the Board reassessed Tom’s independence in
light of Apax no longer being a shareholder
of the Company and Tom no longer being
employed by Apax. The Board concluded
that Tom meets the criteria for independence
and
confirmed
him
as
an
Independent
Non-Executive
Director.
Following
this
assessment, Tom was appointed to the Audit
Committee and the Remuneration Committee.
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 44 and 45.
Change in Directors’ commitments
During the year, there have been no material
changes to the commitments of the Board
members.
Board and Committee meetings and attendance
Board Director
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Trevor Mather
9/9
-
3/3
-
Justinas Šimkus
9/9
-
-
-
Lina Mačienė
9/9
-
-
-
Simonas Orkinas
9/9
-
-
-
Ed Williams
9/9
6/6
3/3
5/5
Tom Hall
9/9
6/6
3/3
5/5
Kristel Volver
9/9
6/6
3/3
5/5
Jurgita Kirvaitienė
9/9
6/6
3/3
5/5
Rūta Armonė
1
8/9
6/6
2/3
4/5
Independence
Chair
Independent NEDs
as at 30 April 2026
Non-independent Directors
as at 30 April 2026
As at 2 July 2026, there were six independent
NEDs (including the Chair who was independent
on appointment) and three non-independent
Directors
1
Rūta was unable to attend one Board meeting and one meeting of each Remuneration and
Audit Committees that took place on the same day due to pre-existing work commitments.
30 April
2026
1
5
3
Board Composition, Succession and
Evaluation
Corporate Governance Report
continued
The composition of the Board remained
unchanged during the year. The Board
continues to comprise a balanced mix of
Executive and Non-Executive Directors,
bringing together deep industry knowledge,
regional insight and complementary skills
that support effective decision-making
and long-term sustainable success, in line
with the expectations of the Code.
Information on Board succession planning
and
facilitating
the
external
board
performance review, can be found in the
Nomination Committee report on page 56.
Board tenure
Board member appointment dates are
included in the Director Biographies on
pages 44 and 45. 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 and had sessions on:
•
Artificial Intelligence
•
Capital allocation
•
Market Abuse Regulations
•
Corporate governance and regulations,
including Provision 29
•
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 44.
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 all bar
Simonas Orkinas will seek re-election by
shareholders. This is in line with the Code,
which recommends that Directors should
be subject to annual re-election.
The Board therefore recommends that
shareholders
approve
the
resolutions
to be proposed at the Annual General
Meeting 2026 relating to the re-election of
the Directors.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
56
57
GOVERNANCE REPORT
Committee meeting attendance can be found
on page 54.
Committee Terms of Reference can
be found on our corporate website at:
balticclassifieds.com/corporate-governance.
The externally performed
Baltic Classifieds Group Board
review found the Board to
be performing strongly, with
highly engaged Directors, a
well-balanced composition,
and clear alignment around the
Company’s key priorities.
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 Senior
Management; and
•
evaluate the combination of skills, experience, diversity, independence and
knowledge on the Board, its Committees and Senior Management.
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;
•
oversee talent development, with a view to monitoring the development of a diverse
pipeline across 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, skills, experience and time commitment of the Non-
Executive Directors;
•
review and act upon the results of the Board performance evaluation process,
including consideration of behavioural dynamics, quality of challenge and how
effectively members work together to support decision-making and achieve
objectives;
•
review the effectiveness of the Board and its Committees, including the clarity of
roles and responsibilities and the interaction between them; and
•
consider areas for continuous improvement and oversee actions arising from the
evaluation process.
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 met three times and its key activities were:
•
discuss succession planning for the Board and key employees;
•
organise an external Board and Committees’ effectiveness review, consider its
results and create an action plan;
•
follow up on the implementation status of action points identified during prior
Board and Committee effectiveness reviews;
•
consider training and development needs of the Board and create an action plan;
•
review of the Board Diversity Policy;
•
review of the Board skills and diversity 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 external Board and Committees’ effectiveness
review recommendations;
•
conduct an internal Board and Committee effectiveness review and consider its
results; and
•
continue to monitor Board and Senior Management succession.
Nomination Committee Report
continued
Dear Shareholders
On behalf of the Board, I am pleased to
present the Nomination Committee Report
for the financial year ended 30 April 2026.
Changes in Senior Management
Following the announcement at the end
of the financial year regarding the planned
departure of Simonas Orkinas from his
role as Chief Operating Officer and as a
member of the Board, the Nomination
Committee has initiated its succession
plan. The Committee wishes to formally
express its sincere gratitude to Simonas
Orkinas for his significant contribution to
the Company over 18 years of service. In
line with our long-term strategy of fostering
internal talent, the Committee is pleased
to report that Artūras Mizeras, our current
Development Director, will be appointed
as the new Chief Operating Officer upon
Simonas’ departure. Artūras will not join
the Board at that time. Following a review
process, the Committee has determined
that Artūras Mizeras' extensive experience
in driving strategic growth initiatives,
together with his deep understanding
of our business, make him the ideal
candidate to ensure a seamless transition
and steer the Company’s operational
strategy forward. A handover period will
be implemented to guarantee continuity
across all key business functions.
Board composition and
succession planning
While there has been a strong degree of
consistency in both Board membership
and
the
Executive
team,
maintaining
effective succession planning remains
key to the Company’s long-term success.
Succession plans are kept under regular
review throughout the year to support
orderly transitions and ensure alignment
with the Group’s strategy. This process
is gaining particular importance at Board
level. The Committee notes that a majority
of
our
Non-Executive
Directors
have
now served for more than half of their
recommended tenure and four out of six
Non-Executive Directors will be reaching
the end of their terms at the same time.
As a result, proactive planning for Board
refreshment has been a key priority during
the year, ensuring we can identify and
cultivate future Directors who will bring the
necessary skills and diverse perspectives
to guide the Company's strategy in the
years to come.
Ed Williams, who has served as Chair of
the Remuneration Committee since the
Company's IPO in 2021, will step down from
his role as Committee Chair with effect
from the signing of this Annual Report and
will remain a member of the Committee.
Rūta Armonė, an existing member of
both the Board and the Remuneration
Committee, will succeed Ed as Chair of the
Committee. The Committee believes this
Figures above taken as at 30 April 2026
Diversity characteristics
Nationality
5
3
1
Age
1
5
1
2
Figures above taken as at 30 April 2026
Gender diversity
Full
Board
Male
Female
Male
Female
Male
Female
55.6%
44.4%
Non-Executive
Directors
50.0%
50.0%
Executive
Directors
66.7%
33.3%
30-39
40-49
50-59
60+
Lithuanian
British
Estonian
transition supports orderly succession
planning
while
maintaining
continuity
of experience, knowledge and oversight.
The Board would like to thank Ed for his
leadership and significant contribution
as Chair of the Remuneration Committee,
and is pleased that the Committee will
continue to benefit from his experience as
a member.
Appointments to the Board
There were no new appointments during
the year ended 30 April 2026.
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,
experience,
knowledge and diversity.
Diversity and inclusion
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.
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 diversity and inclusion;
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:
•
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 seven within FTSE 250 and number two within the Technology sector
by the 2026 FTSE Women Leaders Review.
•
Given that the population of the Baltic States, in which the Group operates, is
predominantly composed of 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.
For more on our compliance with this,
please
see
the
Governance
Report
on page 71 and specifically, the table
prescribed
by
UKLR
6.6.6.R(10).
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 44 and 45.
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 44.
For Board training and development,
see the Governance Report on page
55.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
58
59
GOVERNANCE REPORT
Nomination Committee Report
continued
Scoping and Tailoring
Autumn / Winter 2025
Board and Committee performance review
In line with the requirements of the UK Corporate Governance Code 2024 (the “Code”), the Company undertakes Board reviews on an
annual basis to increase Board effectiveness and to identify areas for improvement. The Company engaged Lintstock Ltd in the year
ended 30 April 2026 to conduct an external review of the performance of the Board and its Committees. Lintstock is an advisory firm
that specialises in board reviews and has no other connection with the Company or individual Directors.
The scope and objectives of the review were agreed following several briefing
meetings with Lintstock.
Lintstock collaborated with the Chair and the Company Secretary to design a bespoke
line of enquiry tailored to the business needs of Baltic Classifieds Group.
As well as covering core aspects of governance such as information, composition
and dynamics, the review considered people, strategy and risk areas relevant to the
performance of Baltic Classifieds Group. The Review had a particular focus on the
following areas:
•
Board composition and succession planning
•
Boardroom discussions and culture
•
Strategic focus and priorities
Completion of Surveys
January 2026
Surveys were distributed to Board members to assess the performance of the Board,
its Committees, and the Chair. Each Director also completed a self-assessment
questionnaire addressing their own performance.
Interviews
January 2026
In-depth interviews with Board members were conducted by two Lintstock
representatives. The findings from the survey stage enabled Lintstock to focus
discussions on the priorities for each interviewee.
Analysis and Delivery
of Reports
February 2026
Lintstock analysed the survey and interview results and delivered focused reports
documenting the findings, including a number of recommendations to increase
effectiveness
Board Discussion
March 2026
Lintstock’s findings were shared with the Chair and then discussed at the March Board
and Committee meetings. Actions were agreed for implementation and monitoring.
Key findings
The Company’s Board was found to be
performing strongly, with highly engaged
Directors, a well-balanced composition,
and clear alignment around the Company’s
key priorities.
Directors
demonstrated
a
clear
commitment to governance, with the
Board exercising effective oversight of key
risks at both Board and Committee level.
The relationship with management is an
area of strength, and the Board is highly
supportive of the strategic direction taken
by the CEO.
Nomination Committee Report
continued
Progress made against action points identified during prior year internal Board effectiveness review
Responsibility
Key Action
Update
Chair and Company
Secretary
Organise externally facilitated Board
training on capital allocation and ESG
topics
In March 2025, the Board received an ESG regulations overview
session led by KPMG ESG specialist and continued to be
updated throughout the year by the Company’s ESG specialist.
In July 2025, the Board held a series of capital allocation
sessions, including engagement with the Company’s investors
and broker, to broaden the Board’s perspective and support
informed decision-making.
Chair and Company
Secretary
Offer externally facilitated Non-
Executive Director training as part of
new Director induction process
New Director induction process updated accordingly but there
were no new appointments during the year ended 30 April 2026
and therefore, has not yet been applied in practice.
Election and re-election of Directors
In accordance with the Code, all Directors except for Simonas Orkinas who is stepping down from the Board will offer themselves for
re-election by shareholders at the AGM. Both the Committee and the Board are satisfied that all remaining 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 vote in favour of the resolutions to be proposed at the 2026 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
1 July 2026
The review identified a number of priorities
for the Board, including:
•
Proactively managing Board
succession and identifying the skills
and attributes to prioritise in future
appointments
•
Focusing on the long-term drivers of
growth, drawing on external insights
to assess emerging opportunities and
trends
•
Continuing to refine meeting
management and Board papers
The progress against these priorities will
be reported in the following year.
Lintstock
also
found
the
Board
Committees to be performing well, and
provided a number of recommendations
to further enhance their effectiveness.
The review included a comparison of the
Board’s performance against the Lintstock
Index, drawn from over 1,000 board reviews
conducted by Lintstock. This provided a
balanced view of the Board’s strengths
and priorities, placing its performance into
context.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
60
61
GOVERNANCE REPORT
Audit Committee Report
Committee meeting attendance can be found
on page 54.
Committee Terms of Reference can be found
on our corporate website at: balticclassifieds.
com/corporate-governance.
In preparation for the
requirements of Provision 29
of the Code, the Committee
continued their work on the
approach for the ongoing
monitoring and review of the
Group’s material controls.
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
44 and 45, with specific skills referenced on
page 44.
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 within; and
•
advise the Board on whether the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable.
Internal control and risk management:
•
review the adequacy and 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 2026, the Committee met six 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;
•
review and recommendation of the Committee’s Terms of Reference for approval
by the Board;
•
review and approve an updated Whistleblowing Policy;
•
review the results of the external 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;
•
continue work on the
approach for the ongoing monitoring and review of the
Group’s material controls in line with the requirements of Provision 29 of the UK
Corporate Governance Code (the “Code”);
•
receive reports from internal auditors on internal audit results and updates from
management on implementation of internal audit recommendations;
•
approve the internal audit strategy and review 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;
•
finalise and implement the Group’s material control monitoring framework in line
with Provision 29 requirements; and
•
continue to review internal audit reports.
Dear Shareholders
I
am
pleased
to
present
the
Audit
Committee’s Report for the year ended 30
April 2026. 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
2026, there were six Audit Committee
meetings. All meetings were attended by
all Committee members. Other members
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.
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 also
participated in an externally facilitated
performance
evaluation
as
part
of
the
Board
evaluation
process
(see
Nomination
Committee
report
on
page 58 for further detail). The review
concluded that the Committee continued
to operate effectively and discharged its
responsibilities appropriately.
During the year, the Committee continued
to focus on the integrity of the Group’s
financial
reporting,
key
accounting
judgements and the robustness of the
Group’s risk management and internal
control systems. In preparation for the
requirements of Provision 29 of the Code,
the Committee continued its work on the
approach for the ongoing monitoring and
review of the Group’s material controls.
The Committee intends to finalise and
implement this monitoring framework in
the first half of 2027.
In
the
year
ahead,
the
Committee’s
work will include overseeing the initial
implementation of this framework to
ensure that the Group’s internal control
processes continue to operate effectively,
remain appropriate and provide a sound
basis for the Board's future reporting on
the matter.
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
75 to 80 and the financial statements in
general.
At the 2026 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 2026 AGM to
answer any questions.
Kristel Volver
Chair of the Audit Committee
1 July 2026
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 2026, 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 2026 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.
Financial reporting and compliance with regulatory requirements
The Group is subject to a range of
financial
reporting
and
governance
requirements,
including
UK-adopted
international accounting standards, UK
company law and the Code. This area
is considered significant due to the
importance of ensuring that the Group's
disclosures remain clear, balanced and
compliant with evolving regulatory and
governance requirements, including the
future reporting obligations arising from
Provision 29 of the Code.
The Committee reviewed the appropriateness
and clarity of the Group's financial reporting
disclosures and monitored compliance with
applicable accounting, legal and governance
requirements. During the year, the Committee
also
considered
management's
proposed
approach to meeting the future reporting
requirements of Provision 29 of the Code. The
Committee discussed the proposed approach
with management, provided feedback on the
framework and implementation plan, and was
satisfied with the progress made during the
year.
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 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
62
63
GOVERNANCE REPORT
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.
effectiveness. The Committee continued
discussions
regarding
the
matter
in
March and April 2026 meetings and, after
providing their feedback to management,
agreed to finalise and implement this
monitoring framework in the first half of
2027.
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 2026,
the internal audit work concentrated on
the areas of third-party management, IT
security, regulatory compliance topics and
disaster recovery. The Committee reviewed
the findings arising from these reviews
and was satisfied that management had
appropriately assessed and prioritised the
matters identified. The Committee also
reviewed management's remediation plans
and progress against agreed actions and
was satisfied that appropriate measures
are being implemented to strengthen the
control environment.
For those findings
where alternative mitigating actions have
been selected, the Committee reviewed
management's rationale and was satisfied
that
the
associated
risks
are
being
appropriately managed.
The Committee reviewed an internal audit
plan for 2027, 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 2026, which identified opportunities
for improvement in the area of the
independent external performance review
every five years.
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 2026. 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.
Performance
of
the
external
auditor
is evaluated by the Committee on an
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
2026,
the
Audit
Committee
reviewed the effectiveness of the Group’s
risk management and internal control
systems, including financial, operational
and compliance controls 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. In
addition to these established activities,
and in preparation for future reporting
obligations,
the
Committee
dedicated
time to the requirements of Provision 29
of the Code. This involved continuing
the work commenced in the April 2025
Audit
Committee
meeting
where
the
management
presented
their
initial
proposal regarding the framework for
identifying the Group's material controls
and the methodology for assessing their
annual basis, with the last review having
taken place in December 2025. 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 with KPMG’s performance as
auditor, concluding it to be both efficient
and effective.
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
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).
Non-audit services fees:
Except for the statutory review of a Latvian subsidiary, with fees amounting to €7 thousand, no other non-audit
services were provided by KPMG during the financial year ended 30 April 2026.
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 the Group’s predecessor holding
company for the year ended 30 April
2020. Following a competitive tender
process in 2021, during which they also
provided reporting accountant’s services
in connection with the Admission, KPMG
was appointed as statutory auditor of the
Company for the year ended 30 April 2022.
The
Audit
Committee
expects
the
next external audit tender process to
be undertaken no later than for the
financial year ending 30 April 2032, in
accordance with applicable UK legislative
requirements. The Committee reserves the
right to bring this forward and will continue
to review the matter annually, taking into
account audit quality, independence and
market conditions.
In line with mandatory audit partner
rotation
requirements,
James
Childs-
Clarke assumed the role of lead audit
partner for the financial year ended 30
April 2026, succeeding Kate Teal who had
served in the role since 2022.
policies
and
procedures
which
are
consistent with the requirements of the
FRC Ethical Standard. The lead audit
partner for the current financial year is now
James Childs-Clarke. His appointment
follows the planned rotation of Kate Teal
after the 2025 audit, a timeline which was
established in line with regulatory best
practices and her prior involvement with
the Group's IPO.
As part of its routine oversight of the UK
audit market, the Financial Reporting
Council's (FRC) Audit Quality Review
(AQR) team selected the audit of the
Group's financial statements for the year
ended 30 April 2025 for an independent
inspection. The Committee has received
and reviewed the final report from the FRC
and discussed its conclusions with KPMG.
The FRC’s final report on the quality of the
30 April 2025 audit was a contributing
factor in the Committee’s assessment of
the external auditor's effectiveness and
supports our recommendation for their
reappointment.
The
recommendation
to
re-appoint
KPMG beyond the financial year ending
30 April 2027, 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.
The Company confirms it complied with
the requirement that the external audit
contract is tendered within the ten years
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
1 July 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
64
65
GOVERNANCE REPORT
Committee meeting attendance can be found
on page 54.
Committee Terms of Reference can be found
on our corporate website at:
balticclassifieds.com/corporate-governance.
We remain committed to a fair,
transparent and performance-led
approach to remuneration
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
Note: Following the signing of this Annual Report,
Rūta Armonė will become Chair of the Remuneration
Committee. Ed Williams will remain a member of the
Committee.
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,
has no 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,
fees of €8 thousand were incurred (€14 thousand in 2025) 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 2026.
The Directors’ Remuneration Report comprises two sections:
Part 1:
Annual Statement
Part 2:
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 Code and the UK Listing Rules.
Part 1: Annual Statement
As Chair of the Remuneration Committee and on behalf of the Board, I am pleased to
present our report on Directors’ remuneration for the financial year ended 2026.
Our work during the year consisted of two elements:
(i)
Completing
the
consultation
with
shareholders
regarding
our
revised
Remuneration Policy: Shareholders feedback was limited but supportive. The
Policy was approved by shareholders at the AGM in September 2025 with a vote in
favour of 97.28% (see table “Remuneration Policy summary” for summary of the
new Policy on the following page); and
(ii)
Ensuring consistent implementation of the previous Policy and the revised Policy
following its adoption: the Policies were implemented without variation from the
Policies nor with a need for the Remuneration Committee to exercise discretion.
The number of institutions offering feedback on our Policy was insufficient to be able to
claim that it represented shareholder opinion more widely and was offered in the spirit of
“wise counsel” from shareholders who then voted in favour of the Policy. To the extent
that there were common themes, these were:
•
A desire that LTIP Earnings per share (“EPS”) performance targets were more
demanding at the top end of the range than they were for the previous awards that
have vested, reflecting the substantial increase in the potential size of awards we can
make; and
•
A preference for having more than one target (i.e. not only EPS) with that preferred
target being some form of Total Shareholder Return (“TSR”).
We agree and will act on the first of these points. We are also sympathetic to including a
TSR component to our targets; during consultation (and indeed in the Policy statement
itself) we pointed out some practical challenges to implementing an approach that
would be fair to shareholders and scheme participants. Despite these challenges, the
Remuneration Committee decided to do some work during the year in an attempt to
•
In line with the FRC UK Corporate Governance
Code 2024 (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 where appropriate.
•
No individual takes part in decisions relating
to their own remuneration.
Directors’ Remuneration Report
continued
design a TSR measure and then to monitor
how such a measure would have worked in
the coming year or two.
We believe that by
attempting some form of “dry run” of a TSR
measure we will have greater confidence
in including the measure at a future date
(or, indeed, more tangible evidence to put
to shareholders as to why such a measure
would work poorly in our circumstances).
In terms of our work to ensure consistent
implementation
of
our
Policy,
the
Remuneration
Committee
spent
time
considering the circumstances in which we
might choose to use our right to exercise
discretion in relation to making adjustments
to the EPS outcomes against which we
determine how much of any previous award
should vest.
So far, the Remuneration Committee has not
exercised discretion in relation to the targets
set when we reached the point of vesting.
When we have set previous targets we have
assumed that we would continue with our
capital allocation policy with roughly 1/3 of
adjusted net income allocated to dividends,
1/3 to debt repayment and 1/3 to share
buybacks. That assumption has proven
sufficiently accurate that we saw no merit
in making very minor adjustments. For
2026, there were two factors that merited
consideration: (i) changes in the corporate
income tax rate announced subsequent
to the setting of EPS targets and phased
in during 2026 and 2027, and (ii) our
substantial, partially debt funded, share
buybacks during the 2026 financial year.
In practice, the net effect on EPS was
immaterial. The net effect resulted from
three “moving parts”: (i) higher corporate
tax rate (negative to EPS), (ii) greater share
buybacks resulting in fewer number of
shares outstanding (positive to EPS but only
slightly this financial year, as we calculate
the number of shares as an average across
the year and our share buybacks were
heavily weighted towards the end of the
year) and (iii) debt costs in terms of fees
and interest from the debt we have taken
on in order to enable higher levels of share
buybacks (negative to EPS but likewise of
limited impact as only taken on late in the
financial year).
The Remuneration Committee therefore
concluded it would not exercise discretion in
relation to varying 2026 vesting measures.
Looking ahead to 2027, our current best
view is that the combination of the above
factors (a higher tax rate than assumed,
fewer shares than assumed and higher
debt than assumed) will also, on a net basis,
make little difference to the outcome.
The Committee therefore concluded that,
while in principle it was sympathetic to
using discretion to make adjustments
to
EPS
performance
outcomes
based
on unanticipated changes to corporate
tax rates, on significantly higher or lower
levels of share buybacks than originally
anticipated and to the cost of debt where
debt was solely being used to facilitate
share buybacks, there was little value in
trying to formulate a comprehensive policy
at this time, given that other factors might
arise which we have not considered and
Base salary
•
Originally measured in 2021 as lower quartile of non-financial companies
ranked 251 to 350 in the FTSE 350, adjusted downward to reflect the difference
in purchasing power in Lithuania as compared to the UK.
•
Expectation of annual increases to base salary no higher than the average
basic pay rise for employees (likely to be significantly higher than among
UK-based companies, as Baltic standards of living converge on the average
across the EU), plus the phasing in as described above.
Pensions
•
The Company does not operate a pension scheme.
Other benefits
•
Other benefits are minimal and available on an equal basis to all employees.
Annual bonus
•
The Company does not operate an annual bonus scheme.
Long-Term
Incentive Plan
•
Performance Share Plan (“PSP”) awards are made annually in the form of
conditional shares or nominal cost options;
•
The maximum annual award is set by the scheme rules at 500%. The Policy
is to award an absolute value of €2,000 thousand for the CEO, and €1,000
thousand for the CFO in 2027 and increase these amounts annually in line
with base salaries, likely to be 10% or somewhat lower;
•
Vesting of awards is subject to the achievement of EPS targets announced
at grant;
•
Scheme is designed to ensure the particular approach to capital return does
not affect the outcome for executives; and
•
Shares required to be held for a further two years from the first date of vesting.
Shareholdings,
employment
contracts, malus
and clawback
•
The CEO is required to hold €2,000 thousand and the other Executive Directors
€1,000 thousand worth of shares, with half of any vested shares needing to be
retained by the executives should they be below this level; and
•
Conform to all governance requirements and best practice.
Remuneration Policy summary
which could then be captured in any policy
at that time.
The Remuneration Committee also gave
consideration as to how it should approach
setting EPS targets, most immediately in
relation to 2026 awards vesting in 2029,
but more generally in subsequent years.
In terms of capital allocation policy (see
page 19), the range of possibilities is wide
and could include a period of focusing on
repaying debt and not making further share
buybacks but could also include taking on
more debt and making further buybacks.
The Committee decided it would continue to
set EPS targets based on an assumption of
1/3 of adjusted net income being allocated
to dividends, one-third to debt repayment
and one-third to share buybacks. Unlike in
previous years, this does not constitute a
prediction. The Committee will continue
to consider whether adjustments to EPS
outcomes are appropriate should the actual
decisions of the Board materially vary from
this assumption and that such variance
would have a material impact on the
outcome of the amount of awards vesting.
Board changes
On 22 April 2026 we announced that
Simonas Orkinas had notified the Board of
his intention to retire as COO and that he
will step down from his role as a Director
at the Company’s 2026 AGM. Simonas
will remain an employee of the Company
for up to six months from the date of
notification to ensure a smooth and orderly
transition. At the same time we announced
that Artūras Mizeras will be promoted to
COO upon Simonas’ departure but will not
join the Board at that time. Details of their
remuneration arrangements are provided
below and in the remainder of this report.
Pay and performance outcome in
2026
Long-Term Incentive Plan
The LTIP awards granted in 2023 will vest
in July 2026 based on performance in the
year ended 30 April 2026. The awards were
based 100% on EPS. EPS of 10.8 euro cent
per share in 2026 was below the 12.0 euro
cent per share target set for 100% vesting,
resulting in 64% of LTIP awards vesting. The
shares will be subject to a two-year holding
period post vesting.
The Committee reviewed the incentive
outcomes in the context of wider Group
performance,
including
the
significant
decline in the Company’s share price during
the year and the corresponding shareholder
experience, alongside the experience of
wider stakeholders, including employees.
The
Committee
considered
whether
downward discretion should be applied
and concluded that the incentive outcomes
appropriately reflected underlying business
and financial performance against the
measures set at the start of the performance
period. As explained above, the Committee
also considered whether discretion should
be applied in relation to changes in the
corporate income tax rate and substantial
share buybacks undertaken during 2026,
and concluded that the impact on the
performance outcomes was immaterial.
Accordingly, no discretion has been applied.
Annual bonus
The Group does not operate an annual
bonus scheme.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
66
67
GOVERNANCE REPORT
Directors’ Remuneration Report
continued
Part 2: Annual Remuneration Report
The Remuneration Committee presents the Annual Remuneration Report, which together with the Chair’s introduction on pages 64 to
66, will be put to shareholders for an advisory (non-binding) vote at the AGM to be held on 23 September 2026. 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 24 September 2025. The table on
the following page sets out how the Policy
was implemented in 2026 and highlights
any material changes for 2027.
The Remuneration Committee reviewed
the base salaries for Executive Directors
and the fees for the Chair with regard to
2027. Employees in the business will
receive an average pay increase of 9% for
the 2027 financial year. The most recent
wage inflation forecast for the calendar
year 2026 for Lithuania, at the time of the
review, was 7.7%.
Pay and performance in 2027
Base salary
We reviewed Executive Director salary levels
for the 2027 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
9% 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.
Long-Term Incentive Plan
The Committee expects to make LTIP
awards totalling €4,725 thousand for 2027,
vesting in 2030 subject to service and
performance conditions. The main awards
will be €2,000 thousand to the CEO, Justinas
Šimkus, €1,000 thousand to the new COO,
Artūras Mizeras, and €1,000 thousand to
the CFO, Lina Mačienė. Simonas Orkinas,
who will be retiring from his position as COO
and Board member later in the year, will not
receive LTIP awards in July 2026.
Chief Operating Officer transition
As explained above, Simonas Orkinas will be
stepping down from his role as COO later in
the year and will be succeeded by Artūras
Mizeras as a new Chief Operating Officer.
Artūras Mizeras is not proposed to join the
Board at this time. Artūras’ remuneration
package includes a base salary of €319
thousand and an annual LTIP award of
€1,000 thousand. This is lower than the
remuneration package for Simonas Orkinas.
The Remuneration Committee believes this
is appropriate, given this role represents a
step up for Artūras Mizeras.
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.
In line with the Company's established
approach, the Board decided that the base
fees for the coming financial year should
only be increased by the same percentage
applied to Executive Directors and the Chair.
Accordingly, Non-Executive Director fees
were increased by 9% with effect from May
2026.
In addition, following a review of Committee
Chair responsibilities and market practice,
the fees payable to the Chairs of the
Remuneration
and
Audit
Committees
were increased to €13,500 per annum.
The Board considered that this level was
appropriate given the responsibilities of
the roles and alignment with the median
fee levels observed among FTSE 151–350
companies.
2026 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 2026 AGM.
Committee Chair transition
Following the signing of this Directors'
Remuneration Report, I will step down
as Chair of the Remuneration Committee
and Rūta Armonė will assume the role of
Committee Chair. I will remain a member
of the Committee and continue to support
its work. The Board believes this transition
provides continuity while facilitating the
Committee's ongoing development.
I would like to thank my fellow Committee
members
for
their
commitment
and
contribution.
Ed Williams
Chair of the Remuneration Committee
1 July 2026
The Remuneration Committee agreed to a
9% pay rise for Executive Directors and the
Chair of the Board. The Board proposed
and agreed a 9% increase in all fees for
Non-Executive Directors and increasing
Remuneration
and
Audit
Committee
Chairs fees to €13,500.
Directors’ Remuneration Report
continued
Summary of approach to Executive remuneration
Component of pay
Implementation for 2026
Implementation for 2027
Base
salaries
CEO: €512,393
CFO: €307,436
COO: €409,914
CEO: €558,508
CFO: €335,105
Outgoing COO: €446,806
Incoming COO: €319,147
PSP
In 2026 the Executives were awarded the below
values of three-year nominal cost share options each:
• CEO: €1,250,000
• CFO: €600,000
• COO: €900,000
Performance will be measured based on EPS
1
for
2028 of 14.0 euro cent for 25% vesting and then
straight line to 17.5 euro cent for 100% vesting.
In 2027 the Executives will be awarded the below values of three-
year nominal cost share options each:
• CEO: €2,000,000
• CFO: €1,000,000
•
Outgoing COO: €0
•
Incoming COO: €1,000,000
Performance will be measured based on EPS
1
for 2029 of 15.0
euro cent for 25% vesting and then straight line to 19.0 euro cent
for 100% vesting.
NED fees
Chair fee: €175,677
Non-Executive Director base fee: €43,919
Senior Independent Director: €3,660
Audit and Remuneration Committee Chairs: €10,980
Chair fee: €191,488
Non-Executive Director base fee: €47,872
Senior Independent Director: €3,989
Audit and Remuneration Committee Chairs: €13,500
Single total figure for remuneration (audited)
The remuneration of the Directors of the Company during the financial year ended 30 April 2026 for time served as a Director is as follows:
Base salary
and fees
2
(€ thousands)
PSP
3
(€ thousands)
Total
remuneration
(€ thousands)
Total fixed
remuneration
(€ thousands)
Total variable
remuneration
(€ thousands)
Executive
Directors
Justinas Šimkus
507
549
1,056
507
549
Lina Mačienė
307
235
542
307
235
Simonas Orkinas
410
392
802
410
392
Non-Executive
Directors
Trevor Mather
176
-
176
176
-
Ed Williams
59
-
59
59
-
Kristel Volver
55
-
55
55
-
Tom Hall
44
-
44
44
-
Jurgita Kirvaitienė
44
-
44
44
-
Rūta Armonė
44
-
44
44
-
Total
1,646
1,176
2,822
1,646
1,176
The remuneration of the Directors of the Company during the financial year ended 30 April 2025 for time served as a Director was as follows:
Base salary
and fees
(€ thousands)
PSP
4
(€ thousands)
Total
remuneration
(€ thousands)
Total fixed
remuneration
(€ thousands)
Total variable
remuneration
(€ thousands)
Executive
Directors
Justinas Šimkus
427
1,801
2,228
427
1,801
Lina Mačienė
257
772
1,029
257
772
Simonas Orkinas
341
1,286
1,627
341
1,286
Non-Executive
Directors
Trevor Mather
158
-
158
158
-
Ed Williams
53
-
53
53
-
Kristel Volver
49
-
49
49
-
Tom Hall
5
31
-
31
31
-
Jurgita Kirvaitienė
40
-
40
40
-
Rūta Armonė
6
35
-
35
35
-
Total
1,391
3,859
5,250
1,391
3,859
1
Subject to the Remuneration Committee applying discretion for M&A and other impacts as determined by the Committee.
2
The actual salary paid may differ slightly from the approved salary due to the timing and calculation of annual holiday pay and sick leave payments in accordance with Lithuanian
employment legislation.
3
PSP 2023 will vest in July 2026 subject to a 3-year service condition and an EPS performance condition for a performance period ended 30 April 2026, with 25% vesting if EPS is
equal to 9.5 euro cent per share, 100% vesting if EPS is equal or above 12.0 euro cent per share, and straight-line vesting applied for performance between these points. EPS for the
year ended 30 April 2026 is 10.8 euro cent per share, therefore 64% 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 ended 30 April 2026 of £1.88 / €2.18. Of the value reported, the following is attributable to share price
growth from grant: €69 thousand for Justinas Šimkus; €30 thousand for Lina Mačienė; €49 thousand for Simonas Orkinas. PSP amounts also include dividend equivalent sums paid
in relation to PSP 2022 which vested in July 2025: €35 thousand for Justinas Šimkus, €15 thousand for Lina Mačienė and €25 thousand for Simonas Orkinas.
4
The figures shown in relation to the PSP have been updated. The 2025 Annual Report figures were based on the estimated value of the PSP 2022 share option awards using a
three-month average share price to 30 April 2025 of £3.26 / €3.83. These awards vested on 12 July 2025 and therefore figures have been updated to reflect the actual share price
on the date of vesting of £3.62 / €4.18 (being the share price on 11 July 2025, the closest working day to vesting date). PSP 2022 was subject to EPS performance conditions for a
performance period ended 30 April 2025, with 25% vesting if EPS is equal to 7.5 euro cent per share, 100% vesting if EPS is equal or above 8.5 euro cent per share, and straight-line
vesting applied for performance between these points. EPS for the year ended 30 April 2025 was 9.3 euro cent 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: €1,088 thousand for Justinas Šimkus; €466 thousand for Lina Mačienė and
€777 thousand for Simonas Orkinas. PSP amounts also include dividend equivalent sums paid in relation to PSP 2022 which vested in July 2024: €18 thousand for Justinas Šimkus,
€8 thousand for Lina Mačienė and €13 thousand for Simonas Orkinas.
5
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.
6
Rūta Armonė joined the Board on 11 June 2024.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
68
69
GOVERNANCE REPORT
Directors’ Remuneration Report
continued
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
1
(€)
Face value of
award
2
(€ thousands)
Multiple
of salary
% award vesting
at threshold
(% of maximum)
Performance period
3
Justinas
Šimkus,
CEO
9 July 2025
169,646
4.13
700
137%
25%
1 May 2027 - 30 April 2028
3 November 2025
149,097
3.69
550
107%
25%
1 May 2027 - 30 April 2028
Lina
Mačienė,
CFO
9 July 2025
72,706
4.13
300
98%
25%
1 May 2027 - 30 April 2028
3 November 2025
81,326
3.69
300
98%
25%
1 May 2027 - 30 April 2028
Simonas
Orkinas,
COO
9 July 2025
121,176
4.13
500
122%
25%
1 May 2027 - 30 April 2028
3 November 2025
108,434
3.69
400
98%
25%
1 May 2027 - 30 April 2028
Share options under PSP held by the Executive Directors and not exercised as at 30 April 2026 (audited)
Date
granted
PSP awards
held as at 30
April 2025
Granted
in the year
Vested
in the year
PSP awards
held as at 30
April 2026
Vesting
date
Expiry
date
Justinas Šimkus , CEO
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
PSP 2025 I
9 July 2025
-
169,646
-
169,646
9 July 2028
9 July 2035
PSP 2025 II
3 November 2025
-
149,097
-
149,097
3 November 2028
3 November 2035
Total:
1,050,751
318,743
(427,557)
941,937
Lina Mačienė , CFO
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
PSP 2025 I
9 July 2025
-
72,706
-
72,706
9 July 2028
9 July 2035
PSP 2025 II
3 November 2025
-
81,326
-
81,326
3 November 2028
3 November 2035
Total:
450,322
154,032
(183,239)
421,115
Simonas Orkinas , COO
4
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
PSP 2025 I
9 July 2025
-
121,176
-
121,176
9 July 2028
9 July 2035
PSP 2025 II
3 November 2025
-
108,434
-
108,434
3 November 2028
3 November 2035
Total:
750,536
229,610
(305,398)
674,748
All the above PSP awards 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 2022: performance target period 1 May 2024 - 30 April 2025 with a target of 7.5 euro cent per share for 25% of the award and then
in a straight line to 8.5 euro cent per share for 100% vesting; and
•
PSP 2023: performance target period 1 May 2025 - 30 April 2026 with a target of 9.5 euro cent per share for 25% of the award and then
in a straight line to 12.0 euro cent per share for 100% vesting.
•
PSP 2024: performance target period 1 May 2026 - 30 April 2027 with a target of 12.5 euro cent per share for 25% of the award and
then in a straight line to 15.5 euro cent per share for 100% vesting.
•
PSP 2025 I and PSP 2025 II: performance target period 1 May 2027 - 30 April 2028 with a target of 14.0 euro cent per share for 25% of
the award and then in a straight line to 17.5 euro cent per share for 100% vesting.
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 2026 PSP awards will also be settled from shares planned to be purchased into the EBT without any requirement to
issue further shares.
1
A 3-month average share price of £ 3.51 / € 4.13 was used for July awards and £ 3.20 / € 3.69 for November awards.
2
Awards are determined based on a fixed monetary value.
3
PSP awards will normally be eligible to vest three years from grant (9 July 2028 and 3 November 2028) based on performance in the year ending 30 April 2028 and continued
employment. Performance targets starting at EPS for 2028 of 14.0 euro cent per share for 25% of the award and then in a straight line to 17.5 euro cent per share for 100% vesting.
4
Following announcement of Simonas Orkinas' intention to retire as Chief Operating Officer and not stand for re-election at the 2026 AGM, the Committee resolved that PSP 2023
awards vesting during his remaining employment period will be paid as per the terms of those awards, whilst PSP 2024, PSP 2025 I and PSP 2025 II awards will lapse.
Directors’ Remuneration Report
continued
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 2026 and 26 June 2026.
2
Based on the share price at close of business on 30 April 2026 of £1.94 / €2.25; multiplied by the number of beneficially owned shares.
3
The first PSP award vested in July 2024. No PSP awards were granted for vesting during 2023 and 2022 as the first award was granted in 2021 and was subject to a three-year
vesting period.
4
The CEO total remuneration figure in relation to 2025 has been restated. The 2025 Annual Report figures were based on the estimated value of the PSP 2022 share option awards
using a three-month average share price to 30 April 2025 of £3.26 / €3.83. These awards vested on 12 July 2025 and therefore figures have been updated to reflect the actual share
price on the date of vesting of £3.62 / €4.18 (being the share price on 11 July 2025, 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 publicly listed company. The 2022 remuneration figure includes lower remuneration in the
first two months of 2022 prior to IPO.
6
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.
7
Jurgita Kirvaitienė started her directorship in 2023 (17 May 2022).
8
Rūta Armonė started her directorship in 2025 (11 June 2024).
9
Changes in remuneration of the three Executive Directors in years 2023 to 2026 include an unwinding element of a five-year salary discount as the Company transitioned from a previous
private company to public company salary levels. 2026 was the fifth and final year of the salary transition route.
10
2022 was a transition year for the Group as it moved from being a private company to a publicly 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.
Share interests (audited)
Executive
Directors
are
required
to
maintain a certain minimum level of
shareholding in the Company: €2,000
thousand for the CEO and €1,000 thousand
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.
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
(€ thousands)
Shareholding
value
(€ thousands)
2
Executive
Directors
Justinas Šimkus
12,792,168
941,937
-
2,000
28,787
Lina Mačienė
1,579,629
421,115
-
1,000
3,555
Simonas Orkinas
2,065,834
674,748
-
1,000
4,649
Non-Executive
Directors
Trevor Mather
3,448,300
-
-
-
7,760
Ed Williams
3,355,354
-
-
-
7,551
Kristel Volver
515,151
-
-
-
1,159
Tom Hall
500,000
-
-
-
1,125
Jurgita Kirvaitienė
-
-
-
-
-
Rūta Armonė
-
-
-
-
-
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 ten-year
rolling period.
Percentage change in the
remuneration
The table on the right sets out the
annual changes from the prior year in the
remuneration of all the Directors of the
Company compared with the average of
all employees for the years 2023 through
to 2026.
TSR performance
The graph on the left shows the TSR
performance of the Company for the
financial year ended on 30 April 2026,
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 ten-year
rolling period in future annual reports.
BCG vs. FTSE All Share TSR Performance
TSR Performance (rebased)
50
0
100
150
200
250
Sep-25
Apr-26
Nov-23
Sep-22
Feb-25
Jul-24
Apr-23
Feb-22
Jul-21
Baltic Classifieds Group PLC
FTSE All Share
CEO single figure
2026
2025
4
2024
2023
2022
5
CEO total remuneration (€ thousands)
1,056
2,228
1,527
301
220
PSP vesting (% of maximum)
3
64%
100%
100%
-
-
Change in salary and fees (%)
9
2026
2025
2024
2023
10
Executive Directors
Justinas Šimkus
19%
18%
20%
37%
Lina Mačienė
19%
19%
19%
19%
Simonas Orkinas
20%
17%
20%
32%
Non-Executive Directors
Trevor Mather
11%
9%
10%
34%
Ed Williams
11%
9%
10%
34%
Kristel Volver
11%
9%
10%
34%
Tom Hall
6
41%
n/a
n/a
n/a
Jurgita Kirvaitienė
7
11%
9%
15%
n/a
Rūta Armonė
8
25%
n/a
n/a
n/a
Average employee
8%
9%
10%
12%
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 2026.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
70
71
GOVERNANCE REPORT
Directors’ Remuneration Report
continued
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.
2026
2025
Change
(€ thousands)
(€ thousands)
%
Employee costs (refer to note
8 to the consolidated financial
statements)
12,348
12,158
2%
Dividends paid to shareholders
(refer to note 18 to the
consolidated financial
statements)
18,668
15,880
18%
Purchase of own shares for
cancellation (refer to note 16
to the consolidated financial
statements)
82,934
13,553
512%
Average number of full-time
equivalent employees (refer
to note 8 to the consolidated
financial statements)
157
148
6%
Revenue (refer to Consolidated
statement of profit or loss and
other comprehensive income)
88,485
82,811
7%
EBITDA (refer to note 4 to
the consolidated financial
statements)
68,626
64,382
7%
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.
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 2026 AGM
Trevor Mather
26 April 2021
5 years
Ed Williams
2 June 2021
5 years
Kristel Volver
2 June 2021
5 years
Tom Hall
26 April 2021
5 years
Jurgita Kirvaitienė
17 May 2022
4 years
Rūta Armonė
11 June 2024
2 years
Malus and clawback provisions
As detailed in the Remuneration Policy (page 67 of the Annual
Report and Accounts 2025), malus and clawback may be applied
to PSP awards in cases such as material misstatement, 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 on misleading data and other
circumstances of a similar nature at the discretion of the Non-
Executive Directors. The discovery period is five years from the
awards. These periods reflect the Company’s risk profile and allow
sufficient time for issues to surface. No malus or clawback was
applied during 2026 or 2025.
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 2026 or 2025.
Remuneration arrangements for Simonas Orkinas
Simonas will continue to receive his normal base salary until
his leaving date, but will not receive further awards under the
Company's Performance Share Plan. PSP 2023 awards vesting
during his remaining employment period will be paid as per
the terms of those awards, with all other outstanding awards
lapsing. There will be no payments of salary or any additional
compensation payable post-employment other than as might be
required under Lithuanian employment law.
Executive Directors’ external appointments
External appointments are listed under the Directors' biographies
on pages 44 and 45.
Voting outcomes at AGMs
The table below shows full details of the voting outcomes for the
Directors’ Remuneration Report and the Remuneration Policy:
2025 AGM:
Directors’ Remuneration
Report (advisory)
2025 AGM:
Remuneration Policy
(binding)
Votes for
408,925,993
408,797,321
% Votes for
97.31
97.28
Votes against
11,322,897
11,451,569
% Votes against
2.69
2.72
Votes withheld
1
12,000
12,000
The existing Remuneration Policy is unchanged from that
appearing on pages 62 to 69 of our 2025 Annual Report.
A shareholder vote on the Remuneration Policy is not required at
the forthcoming AGM on 23 September 2026.
On behalf of the Board
Ed Williams
Chair of the Remuneration Committee
1 July 2026
1
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.
The Directors of Baltic Classifieds Group PLC present their report, together with the audited accounts for the year ended 30 April 2026.
The Directors’ Report comprises the Corporate Governance Report on pages 43 to 70 and this Directors’ Report on pages 71 to 74.
Directors’ Report
Additional disclosures
Other information relevant to this report is incorporated by reference,
including information required in accordance with the Companies
Act 2006 and associated regulations, UK Listing Rules (“UKLRs”) and
Disclosure Guidance and Transparency Rules (“DTRs”). For the purpose
of DTR 4.1.8R, the “management report” comprises the Strategic Report
and the relevant sections of this Directors’ Report. The Corporate
Governance Statement required by DTR 7.2.1 is set out on pages 46
and 47.
The Strategic Report and the Directors’ Report, together with the
sections of this Annual Report and Accounts incorporated by reference,
have been prepared and presented in accordance with applicable
English company law. The liabilities of the Directors in connection with
those reports are subject to the limitations and restrictions provided by
that law.
The following sets out where information 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 is not
presented in the Directors’ Report itself, 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
49
Engagement with
suppliers, customers and
other stakeholders
Strategic Report: Section 172(1)
Statement
37
Information required to be disclosed in the Annual Report and
Accounts by UKLR 6.6.1R and UKLR 6.6.6R where applicable,
is
contained in this document as set out in the table below:
Topic
Section of the report
Page
UKLR 6.6.1R
Significant related party
agreements
Directors’ Report
72
Waiver of dividends
Directors’ Report
71
UKLR 6.6.6R
Directors’ interests in
shares
Directors’ Remuneration Report
69
Significant
shareholdings
Directors’ Report
71
Going concern and
viability statements
Strategic Report
42
Authority to purchase
own shares
Directors’ Report
72
Corporate Governance
Code compliance
Corporate Governance Report
46
Director’s service
contracts
Directors’ Remuneration Report
70
TCFD disclosures
The Task Force on Climate-Related
Financial Disclosure Report
24
Board diversity targets
Corporate Governance Statement
2026
46
Results and dividends
The financial statements set out the results of the Group for the financial
year ended 30 April 2026, and are shown on pages 81 to 116.
The Company declared an interim dividend on 4 December 2025 of 1.3
euro cent per ordinary share which was paid on 23 January 2026. The
Directors recommend a final dividend of 2.8 euro cent per ordinary share
and a special dividend of 0.3 euro cent per ordinary share, bringing the
total dividend per ordinary share
for the year ended 30 April 2026 to 4.4
euro cent. Subject to approval at the 2026 AGM, the final dividend and
special dividend, approximating €13,400 thousand in aggregate, will be
paid on 16 October 2026 to shareholders on the register of members on
11 September 2026.
The recommended final dividend reflects the Board's revised approach
to dividend progression, under which the ordinary dividend is intended to
increase broadly in line with growth in the Group's adjusted net income.
The special dividend has been proposed as a one-off payment to ensure
that the overall distribution in respect of the 2026 financial year remains
consistent with the Company's previous capital allocation policy while
the revised approach is introduced. Further information on the Board's
capital allocation framework and dividend policy is set out in the Capital
allocation section of Financial Review on page 19.
The trustee of the Baltic Classifieds Group PLC Employee Benefit Trust
(the “EBT”), which holds shares in respect of employee share options, has
agreed to waive the right to dividend payments on shares held within the
EBT.
Substantial interests in shares
The following table shows the holdings in the Company’s issued share
capital which have been notified to the Company pursuant to the
FCA’s DTRs as at 30 April 2026.
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
Type of
holding
Date of
notification of
interest
Blacksheep
Master Fund
Limited
26,789,086
5.905900
Direct
17 April
2026
RDST Capital LLC
15,087,070
3.140000
Direct
16 December
2025
BlackRock, Inc.
Below 5%
Below 5%
Indirect
5 December
2025
FMR LLC
23,970,441
4.966900
Indirect
14 November
2025
The Capital Group
Companies Inc.
23,198,701
4.807000
Indirect
12 November
2025
Vor Capital LLP
24,077,494
4.970000
Direct
8 October
2024
These figures represent the number of shares and percentage held as
at the date of notification to the Company.
The following notification has been received between 30 April 2026
and 26 June 2026.
Number
of ordinary
shares
Percentage
of issued
share capital
Type
of holding
Date of
notification
of interest
RDST Capital LLC
17,793,629
4.080000
Direct
12 June
2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
72
73
GOVERNANCE REPORT
1
Executive Management is defined here as the three Executive Directors and the Company Secretary.
Directors’ Report
continued
Directors
Details of the Directors of the Company who were in office during the year under review are set
out on pages 44 and 45.
On 22 April 2026, the Company announced that Simonas Orkinas would retire as Chief Operating
Officer and not stand for re-election at the 2026 AGM. Artūras Mizeras will succeed him as Chief
Operating Officer. Artūras Mizeras is not proposed for appointment to the Board at this time.
Data on the diversity of the individuals on the Board and Executive team as required by UKLR
6.6.6R (10) is set out below, as at a reference date of 30 April 2026. For the purposes of these
disclosures, the Company considers senior management, as referred to in UKLR 6.6.6R, to
comprise those individuals who make up the Company’s Executive Management. For more
details on Board diversity, please see Diversity and Inclusion on page 57.
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,
which may exercise all the powers of the Company. In particular, the Board may borrow money,
give guarantees and indemnities, create security over the Company’s undertakings, property
and assets, and issue securities.
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.
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 themselves 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 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 2026, comprised a single
class of ordinary shares of £0.01 each which
are listed on the London Stock Exchange.
As at 30 April 2026, the Company had
447,563,090 ordinary shares in issue (net of
shares pending cancellation) and 2,865,219
were held in the Employee Benefit Trust. As
at 26 June 2026, being the last practicable
date prior to publication of this report, the
Company’s issued share capital comprised
431,292,416 fully paid ordinary shares (net of
shares pending cancellation) and 2,865,219
shares were held in EBT. The Company does
not hold any shares in treasury.
Purchase of own shares
The
Company
was
authorised
by
its
Shareholders at the 2025 AGM, to purchase
its own shares up to a maximum amount
equivalent to approximately 10% of its
issued share capital. It was later authorised
at the 2026 General Meeting to purchase
its own shares up to an additional 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 return
capital to Shareholders. During the financial
year, the Company purchased 36,789,589
ordinary shares with a nominal value of
£367,896, representing 7.6% of its issued
share capital at the start of the year. The
average price paid per share was £1.95
(€2.24) with the total consideration paid of
€82,937 thousand, including €536 thousand
of
transaction
costs.
Of
these
shares,
34,117,185 shares with a nominal value of
£341,172 were cancelled during the financial
year and 2,672,404 shares were cancelled
shortly after the year end. The Directors will
seek to increase the authority to purchase
own shares to up to 15% at the forthcoming
AGM in order to have greater flexibility to
undertake share buybacks where they are
considered an effective means of enhancing
shareholder value.
Details of the ordinary share capital and
shares purchased and cancelled during the
year, can be found in note 16 to the financial
statements.
Details of shares bought into Employee
Benefit Trust can be found in note 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.
Directors’ Report
continued
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 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.
Change of control
The Group’s term loan and credit facility
arrangements contain change of control
provisions.
Under
these
provisions,
the
lenders are not obliged to fund further
utilisations (other than rollover loans) and
may, by notice being given to the Group,
cancel
the
commitments
and
require
repayment of outstanding loans together
with accrued interest and other amounts
payable 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 27 to the consolidated financial
statements.
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.
Company status and branches
Baltic Classifieds Group PLC is the holding
company of the Baltic Classifieds Group 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 of our strength and
continued long-term success. It is vital to 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 174 employees
(on a headcount basis) and an experienced
Senior Management team with an average
tenure at the Group of 12 years.
The Company is an equal opportunities
employer and we are committed to creating a
working environment for our employees that
is free from discrimination, harassment and
victimisation. This reflects our commitment
to fostering a diverse workforce and an
inclusive
environment
that
supports
all
individuals irrespective of gender, age, race,
disability, sexual orientation or religion.
This
statement
should
be
read
in
conjunction
with
Stakeholder
Engagement
on
page
49,
the
Non-
Financial and Sustainability Information
Statement on page 36 and Board principal
decisions on page 52.
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
Stakeholder Engagement on page 49, the
Non-Financial and Sustainability Information
Statement on page 36 and Board principal
decisions on page 52.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
75
FINANCIAL STATEMENTS
Baltic Classifieds Group PLC Annual Report and Accounts 2026
74
Directors’ Report
continued
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 page 22. This
includes our Task Force on Climate-Related
Financial
Disclosures
(“TCFD”)
and
our
Streamlined Energy and Carbon Reporting
(“SECR”) disclosures on page 27, 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.
2026 Annual General Meeting
Baltic Classifieds Group PLC’s 2026 AGM
will be held at Esperanza, Paunguriai, Trakai
District, Vilnius County 21282, Lithuania on
23 September 2026 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 2025 AGM and
General Meeting in May 2026.
At the 2025 AGM held in September 2025
and the General Meeting held in May 2026,
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.
Disclosure of information to the
auditor
KPMG
LLP
was
re-appointed
as
the
Group’s auditor (pursuant to the passing of
Resolution 14 at the 2025 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;
•
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.
The
Directors
are
also
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.
In addition, the Directors 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 DTR 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 does
not provide 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
1 July 2026
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
2026 which comprise the Consolidated
Statement of Profit or Loss and Other
Comprehensive
Income,
Consolidated
and Company Statements of Financial
Position,
Consolidated
and
Company
Statements
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 2026 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 applies 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 five financial years ended 30
April 2026. 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
€2.50m (2025: €1.94m)
4.3% (2025: 3.8%) of Group profit
before tax
Key audit matters
vs 2025
Recurring risks
Advertising and Listings
Revenue
Recoverability of Parent
Company’s Investment in
Subsidiaries
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
76
77
FINANCIAL STATEMENTS
The risk
Our response
Advertising and Listings Revenue
(€84.2m; 2025: €78.4m)
Refer to page 61 Audit Committee
Report, page 87 accounting policy
and pages 94 to 95 note 6 of financial
disclosures.
Revenue
Advertising and Listings revenue 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 due to the size of
this revenue this is the area that had the
greatest effect on our overall Group audit
in terms of allocating resources.
Our component 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 considering 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 (2025: acceptable).
Recoverability of Parent
Company’s Investment in
Subsidiaries
(€513.5m; 2025: €513.3m)
Refer to page 61 Audit Committee
Report, page 112 accounting policy
and page 113 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 90.3% (2025: 86.6%)
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 performed the tests below rather than
seeking to rely on any of the Company's
controls
because
the
nature
of
the
balance is such that we would expect to
obtain audit evidence primarily through
the detailed procedures described.
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 (2025: 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 2025), 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.
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 €2.50m
(2025: €1.94m), determined with reference
to a benchmark of Group profit before tax,
of which it represents 4.3% (2025: 3.8%).
Materiality
for
the
parent
Company
financial statements as a whole was set
at €2.40m (2025: €1.84m), 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 0.42% (2025: 0.31%) 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%
(2025: 75%) of materiality for the financial
statements as a whole which equates
to €1.87m (2025: €1.45m) for the Group
and €1.80m (2025: €1.38m) 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 €0.13m (2025:
€0.10m), in addition to other identified
misstatements that warranted reporting
on qualitative grounds.
Overview of the scope of our audit
We performed risk assessment procedures
to
determine
which
of
the
Group’s
components are likely to include risks
of material misstatement to the Group
financial statements and which procedures
to perform at these components to address
those risks.
In
total,
we
identified
9
(2025:9)
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
(2025:
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
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: €2.0m (2025: €1.5m)
•
Allepal OU: €1.33m (2025: €1.14m)
Group profit before tax
€58.6m (2025: €51.1m)
Group materiality
€2.50m (2025: €1.94m)
€2.50m
Whole financial statements materiality
(2025: €1.94m)
€2.0m
Range of materiality at 2 components
(€1.33m and €2.0m) (2025: €1.14m and €1.5m)
€0.13m
Misstatements reported to the audit committee
(2025: €0.10m)
€1.87m
Whole financial statements performance materiality
(2025: €1.45m)
95%
[2025: 95%]
99%
[2025: 99%]
98%
[2025: 97%]
Group revenue
Group total assets
Group profit before tax
PBT
Group materiality
Independent Auditor’s Report to the Members of Baltic Classifieds Group PLC
continued
Our audit procedures covered 95% (2025:
95%) of Group revenue.
We
performed
audit
procedures
in
relation to components and consolidation
adjustments that overall accounted for
98% (2025: 97%) of total profits that make
up Group profit before tax, and 99% (2025:
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. We obtained 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 which we believed to be a more
efficient and effective approach for gaining
the appropriate audit evidence considering
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
the following percentages of total profits
that make up Group profit before tax, and
of total debits and credits that make up
Group total assets.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
78
79
FINANCIAL STATEMENTS
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 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 at least
a year from the date of approval of the
financial statements (“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; and
•
major data breach caused by a cyber
attack.
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 86 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; and
•
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.
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 39 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 42 under the
UK Listing Rules. Based on the above
procedures, we have concluded that the
viability statement is 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 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
80
81
FINANCIAL STATEMENTS
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 74, 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.
James Childs-Clarke
(Senior Statutory Auditor)
for and on behalf of KPMG LLP,
Statutory Auditor
Chartered Accountants
Suite 6 New Kings Court
Tollgate
Chandler’s Ford
Eastleigh
SO53 3LG
1 July 2026
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 April 2026
Note
2026
(€ thousands)
2025
(€ thousands)
Revenue
6
Other income
Expenses
7
(28,152 )
(29,323 )
Operating profit
Finance income
9
Finance expenses
9
(1,922 )
(2,659 )
Net finance costs
(1,768 )
(2,394 )
Profit before tax
Income tax expense
10
(7,656 )
(6,344 )
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Attributable to:
Owners of the Company
Earnings per share (euro cent)
Basic
11
Diluted
11
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
82
83
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
At 30 April 2026
Note
2026
(€ thousands)
2025
(€ thousands)
Assets
Property, plant and equipment
Intangible assets and goodwill
12
Right-of-use assets
13
Non-current assets
Trade and other receivables
14
Cash and cash equivalents
15
Current assets
Total Assets
Equity
Share capital
16
Own shares held
17
(7,639 )
(6,560 )
Capital reorganisation reserve
(286,904 )
(286,904 )
Capital redemption reserve
Retained earnings
Total equity
Loans and borrowings
19
Deferred tax liabilities
10
Non-current liabilities
Current tax liabilities
Loans and borrowings
19
Trade and other payables
20
Contract liabilities and prepayments
6
Current liabilities
Total liabilities
Total equity and liabilities
These financial statements were approved by the Board of Directors on 1 July 2026 and were signed on its behalf by:
Justinas Šimkus
Director
Company registered number: 13357598
Consolidated Statement of Changes in Equity
For the year ended 30 April 2026
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 2024
(5,854 )
(286,904 )
Profit for the year
Other comprehensive
income
Total comprehensive
income
Transactions with owners:
Share-based payments
24
Exercise of employee
share schemes
17
(1,645 )
Purchase of shares for
performance share plan
17
(2,363 )
(2,363 )
Purchase of shares for
cancellation
16
(54 )
(13,553 )
(13,553 )
Dividends
18
(15,880 )
(15,880 )
Balance at 30 April 2025
(6,560 )
(286,904 )
Profit for the year
Other comprehensive
income
Total comprehensive
income
Transactions with owners:
Share-based payments
24
Exercise of employee
share schemes
17
(2,016 )
Purchase of shares for
performance share plan
17
(3,109 )
(3,109 )
Purchase of shares for
cancellation
16
(423 )
(82,934 )
(82,934 )
Dividends
18
(18,668 )
(18,668 )
Balance at 30 April 2026
(7,639 )
(286,904 )
Baltic Classifieds Group PLC Annual Report and Accounts 2026
85
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Baltic Classifieds Group PLC Annual Report and Accounts 2026
84
Consolidated Statement of Cash Flows
For the year ended 30 April 2026
Note
2026
(€ thousands)
2025
(€ thousands)
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation and amortisation
7
(Profit) / loss on property, plant and equipment disposals
(1 )
Taxation
10
Net finance costs
9
Share-based payments
24
Other non-cash items
(31 )
Working capital adjustments:
Increase in trade and other receivables
(454 )
(294 )
Increase in trade and other payables
Increase in contract liabilities and prepayments
Cash generated from operating activities
Corporate income tax paid
(8,672 )
(7,426 )
Interest received
Interest and commitment fees paid
(1,028 )
(2,308 )
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of intangible assets and property, plant and equipment
(581 )
(353 )
Proceeds from sale of property, plant and equipment
Acquisition of business
(1,000 )
Net cash used in investing activities
(580 )
(1,353 )
Cash flows from financing activities
Proceeds from loans and borrowings
19
Repayment of loans and borrowings
19
(25,000 )
(25,000 )
Payment of debt transaction costs
(215 )
Payment of lease liabilities
(329 )
(265 )
Purchase of own shares for cancellation
16
(76,912 )
(13,764 )
Purchase of own shares for performance share plan
17
(3,109 )
(2,363 )
Proceeds from exercise of share options
Dividends paid
18
(18,668 )
(15,880 )
Net cash used in financing activities
(52,597 )
(57,260 )
Net cash inflow/(outflow) from operating, investing and financing
activities
(1,246 )
Differences on exchange
(30 )
(5 )
Net increase/(decrease) in cash and cash equivalents
(1,251 )
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
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
the applicable legal requirements of the Companies Act 2006. The consolidated financial statements also comply with IFRS Accounting
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 109 to 115.
Basis of measurement
These consolidated financial statements have been prepared on the historical cost basis, unless otherwise stated in the accounting
policies below.
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
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 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 2026, 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
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
86
Baltic Classifieds Group PLC Annual Report and Accounts 2026
87
FINANCIAL STATEMENTS
Judgements
As at 30 April 2026, 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 assets. An unrecognised deferred tax asset of €4,194 thousand (30 April 2025: €3,504 thousand) exists in relation to
tax losses incurred by the Company, its 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).
•
Deferred tax liabilities. The Company has not recognised deferred tax liabilities in respect of temporary differences arising from
undistributed earnings of its subsidiaries in Estonia and Latvia. As at 30 April 2026, the aggregate amount of such temporary
differences was €25,067 thousand (30 April 2025: €14,445 thousand). In accordance with the applicable tax regimes, taxation may
arise upon distribution of profits. Management has concluded that no deferred tax liability should be recognised as the Company is
able to control the timing of any distributions and there are currently no plans to distribute these profits. This assessment requires
judgement regarding the expected future capital allocation policy and priorities. Should the Group's intentions regarding profit
The Directors have made an assessment of the Group’s ability to continue as a going concern over a period of at least 12 months from
the date of approval of these consolidated statements. Based on this assessment, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence and meet its liabilities as they fall due over this period.
The Group meets its day-to-day working capital requirements primarily through cash generated from operations and existing cash
balances. In addition, the Group has access to a €20,000 thousand revolving credit facility, which is available until January 2031. The
revolving credit facility was fully undrawn as at 30 April 2026.
During the year, the Group entered into a €125,000 thousand term loan facility, the primary purpose of which is to support the Company's
share repurchase programme. As at 30 April 2026, €73,000 thousand had been drawn under the facility. After 30 April 2026, the Group has
drawn down an additional €45,000 thousand under the facility to fund ongoing share buybacks. The remaining undrawn commitment
is available for utilisation until one month prior to the facility's maturity in January 2031 and is subject to continued compliance with
certain financial covenant (further details in note 19). The loan becomes repayable on demand in the case of a change in control.
During the financial year ended 30 April 2026 the Group has generated a profit of €50,943 thousand and had cash balances of €30,764
thousand at the year end. The Directors also prepared detailed cash flow forecasts for the period ending 12 months from the date of
approval of these consolidated financial statements. These forecasts demonstrate that the Group will generate sufficient cash to meet
its liabilities as they fall due. The future growth assumptions applied to the cash flow forecasts are based on the Group’s historical
performance, the Directors’ experience of the industry and market conditions, and take into account both internal and external factors.
The Directors have modelled a number of stress case scenarios as part of the going concern assessment to reflect severe but plausible
downside risks, including a major data breach, adverse changes to the competitive environment and continuing geopolitical tensions in
the neighbouring countries. The stress testing performed indicates that the Group would be able to withstand the impact, remain cash
generative and be able to continue to comply with debt covenant during the assessment period.
Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence
and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these consolidated financial
Effective new standards as at 1 May 2025
The following amendments to standards have been adopted by the Group for the first time for the financial year beginning on 1 May
2025:
•
Lack of exchangeability (Amendments to IAS 21).
The adoption of these amendments has had no material effect on the Group’s consolidated financial statements.
The following new accounting standards and amendments to existing standards have been issued by the IASB but are not yet effective
or have not yet been endorsed by the UK Endorsement Board or the EU:
•
IFRS 18 Presentation and Disclosure in Financial Statements;
•
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
The Group has consistently applied the accounting policies to all the periods presented in these consolidated financial statements.
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 listings and B2C packages.
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, e.g. banner advertising revenue is accounted
for the same in both auto 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
attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest
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
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
88
Baltic Classifieds Group PLC Annual Report and Accounts 2026
89
FINANCIAL STATEMENTS
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.
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
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
Basic earnings per share and diluted earnings per share are presented for ordinary shares. Basic earnings per share is calculated
by dividing profit or loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares
outstanding during the period.
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
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
NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the
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
d) Transactions eliminated on consolidation
All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated
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
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:
•
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.
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 |
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 |
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.
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
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.
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:
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
90
Baltic Classifieds Group PLC Annual Report and Accounts 2026
91
FINANCIAL STATEMENTS
•
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).
Goodwill is not subject to amortisation and is tested annually for impairment. Assets that are subject to amortisation and depreciation
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If
any indication of impairment exist, 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
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.
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.
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.
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.
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
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
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
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
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.
Notes to the Consolidated Financial Statements
continued
3. Material accounting policy information
continued
Notes to the Consolidated Financial Statements
continued
4. Alternative performance measures
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
92
Baltic Classifieds Group PLC Annual Report and Accounts 2026
93
FINANCIAL STATEMENTS
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
The Employee Benefit Trust (“EBT”) provides for the issue of shares to Group employees principally under Performance Share Plan
(“PSP”) scheme. The Group has control of the EBT and therefore consolidates the EBT in the Group financial statements. Accordingly,
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
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
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
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. 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 including lease liabilities which is calculated as total debt (bank loans principal, lease liabilities and Osta.ee customer
credit balances) less cash and cash equivalents. This definition aligns with the financial covenant calculation of the Group’s current
financing arrangement. Net debt including lease liabilities is used to arrive at the leverage ratio. See Revenue subsection of note 3 for
more information on Osta.ee credit balances.
•
Net debt excluding lease liabilities which is calculated as total debt excluding lease liabilities (bank loans principal and Osta.ee
customer credit balances) less cash and cash equivalents. This measure was used for financial covenant calculation of the Group’s
previous financing arrangement which was terminated during the year and is disclosed to aid comparability.
•
Leverage which is calculated as Net debt including lease liabilities as a percentage of EBITDA over last twelve months. Leverage is
used by management to monitor the Group’s capital structure and assess its level of indebtedness in relation to EBITDA. The measure
also facilitates comparison of the Group’s leverage with that of industry peers.
•
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.
Reconciliation of alternative performance measures
Adjusted operating profit |
2026 |
2025 |
(€ thousands) |
(€ thousands) |
|
Operating profit |
60,367 |
53,494 |
Acquired intangibles amortisation |
7,468 |
10,149 |
Adjusted operating profit |
67,835 |
63,643 |
2026 |
2025 |
|
EBITDA |
||
(€ thousands) |
(€ thousands) |
|
Operating profit |
60,367 |
53,494 |
Depreciation and amortisation 1 |
8,259 |
10,888 |
EBITDA |
68,626 |
64,382 |
EBITDA margin |
78% |
78% |
Adjusted net income |
2026 |
2025 |
(€ thousands) |
(€ thousands) |
|
Profit for the year |
50,943 |
44,756 |
Acquired intangibles amortisation |
7,468 |
10,149 |
Deferred tax effect of acquired intangibles amortisation |
(298) |
(518) |
Adjusted net income |
58,113 |
54,387 |
Adjusted basic EPS |
2026 |
2025 |
Adjusted net income (€ thousands) |
58,113 |
54,387 |
Weighted average number of ordinary shares (note 11) |
473,456,047 |
481,981,128 |
Adjusted basic EPS (euro cent) |
12.3 |
11.3 |
Net debt |
2026 |
2025 |
(€ thousands) |
(€ thousands) |
|
Cash and cash equivalents |
(30,764) |
(23,606) |
Bank loan principal amount (note 19) |
73,000 |
25,000 |
Customer credit balances (note 20) |
2,324 |
2,189 |
Total debt excluding lease liabilities |
75,324 |
27,189 |
Net debt excluding lease liabilities |
44,560 |
3,583 |
Lease liabilities (note 19) |
1,629 |
825 |
Net debt including lease liabilities |
46,189 |
4,408 |
Leverage |
2026 |
2025 |
(€ thousands) |
(€ thousands) |
|
Net debt including lease liabilities |
46,189 |
4,408 |
EBITDA |
68,626 |
64,382 |
Leverage (times) |
0.7 |
0.1 |
Cash conversion |
2026 |
2025 |
(€ thousands) |
(€ thousands) |
|
EBITDA |
68,626 |
64,382 |
Acquisition of intangible assets and property, plant and equipment |
(581) |
(353) |
68,045 |
64,029 |
|
Cash conversion |
99% |
99% |
1
Notes to the Consolidated Financial Statements
continued
Notes to the Consolidated Financial Statements
continued
6. Revenue
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
94
Baltic Classifieds Group PLC Annual Report and Accounts 2026
95
FINANCIAL STATEMENTS
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. 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% (70% as at 30 April 2025) are located in Lithuania, 29% (29% as at 30 April 2025) in
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 |
2026 (€ thousands) |
2025 (€ thousands) |
Lithuania |
64,756 |
58,553 |
Estonia |
21,928 |
22,606 |
Latvia |
1,801 |
1,652 |
Total |
88,485 |
82,811 |
Key revenue streams |
2026 (€ thousands) |
2025 (€ thousands) |
Listings revenue |
80,388 |
74,512 |
- Listings revenue: B2C |
47,864 |
42,393 |
- Listings revenue: C2C |
32,524 |
32,119 |
Ancillary revenue 1 |
4,263 |
4,403 |
Advertising revenue |
3,834 |
3,896 |
Total |
88,485 |
82,811 |
Revenue by business lines |
2026 (€ thousands) |
2025 (€ thousands) |
Auto |
31,499 |
31,392 |
- Listings revenue: B2C |
16,475 |
14,899 |
- Listings revenue: C2C |
10,495 |
11,496 |
- Ancillary revenue |
3,738 |
4,070 |
- Advertising revenue |
791 |
927 |
Real Estate |
26,035 |
22,248 |
- Listings revenue: B2C |
15,936 |
13,295 |
- Listings revenue: C2C |
7,541 |
6,748 |
- Ancillary revenue |
287 |
101 |
- Advertising revenue |
2,271 |
2,104 |
Jobs & Services |
17,398 |
15,955 |
- Listings revenue: B2C |
13,863 |
12,732 |
- Listings revenue: C2C |
3,441 |
3,152 |
- Ancillary revenue |
1 |
- |
- Advertising revenue |
93 |
71 |
Generalist |
13,553 |
13,216 |
- Listings revenue: B2C |
1,590 |
1,467 |
- Listings revenue: C2C |
11,047 |
10,723 |
- Ancillary revenue |
237 |
232 |
- Advertising revenue |
679 |
794 |
Total |
88,485 |
82,811 |
1
Ancillary revenue includes financial intermediation, data, and other revenue. Financial intermediation revenue accounts for 74% of the total ancillary revenue for the year ending 30
April 2026 and 83% of the total ancillary revenue for the year ending 30 April 2025.
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, 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:
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
Opening balance |
5,194 |
4,641 |
Recognised in revenue in the year |
(10,797) |
(10,097) |
Advance consideration received |
11,554 |
10,650 |
Closing balance |
5,951 |
5,194 |
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
Operating profit is after charging the following: |
||
Labour costs |
(12,815) |
(12,570) |
Depreciation and amortisation |
(8,259) |
(10,888) |
Advertising and marketing services |
(1,343) |
(1,106) |
IT expenses |
(1,011) |
(864) |
Impairment loss on trade receivables and contract assets |
(50) |
(43) |
Other |
(4,674) |
(3,852) |
(28,152) |
(29,323) |
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
Fees payable for audit services: |
||
Audit of the Company and consolidated financial |
||
statements |
(507) |
(501) |
Audit of the Company’s subsidiaries pursuant to legislation |
(174) |
(169) |
Total audit remuneration |
(681) |
(670) |
Fees payable for other services: |
||
Audit related assurance services |
(7) |
- |
Total non-audit remuneration |
(7) |
- |
Total |
(688) |
(670) |
The average number of persons employed (including Executive Directors but excluding 6 Non-Executive Directors) during the year,
analysed by category, was as follows:
2026 |
2025 |
|
(number) |
(number) |
|
Administration |
161 |
152 |
Key Management Personnel (note 23) |
7 |
7 |
Total |
168 |
159 |
The average number of full-time equivalent persons employed (including Executive Directors but excluding 6 Non-Executive Directors)
Notes to the Consolidated Financial Statements
continued
8. Employee numbers and costs
continued
Notes to the Consolidated Financial Statements
continued
10. Income taxes
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
96
Baltic Classifieds Group PLC Annual Report and Accounts 2026
97
FINANCIAL STATEMENTS
| 2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Wages and salaries | (11,087) | (9,377) |
Social security costs | (995) | (904) |
(12,082) | (10,281) | |
Share-based payment costs (note 24) | (266) | (1,877) |
Total | (12,348) | (12,158) |
2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Interest income | 152 | 265 |
Other financial income | 2 | - |
Total finance income | 154 | 265 |
Interest expenses 1 | (1,605) | (2,526) |
Commitment and agency fees | (227) | (79) |
Other financial expenses | (32) | (8) |
Interest unwind on lease liabilities | (58) | (46) |
Total finance expenses | (1,922) | (2,659) |
Net finance costs recognised in profit or loss | (1,768) | (2,394) |
a) Tax recognised in profit or loss
2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Current tax expense | ||
Current year | (8,106) | (7,007) |
Adjustments for current tax of prior periods | (52) | - |
Deferred tax expense | ||
Change in deferred tax 2 | 502 | 663 |
Tax expense | (7,656) | (6,344) |
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.
2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Profit before tax | 58,599 | 51,100 |
Tax charge at weighted average rate (2026: 12%; 2025: 12%) | (6,886) | (5,514) |
Increase in tax rate at which deferred tax is being provided | (101) | (138) |
Non-deductible expenses | (86) | (258) |
Current year losses for which no deferred tax asset is | ||
recognised | (531) | (459) |
Recognition of previously unrecognised / (derecognition of | ||
| previously recognised) deductible temporary differences | - | 25 |
Prior year adjustments | (52) | - |
(7,656) | (6,344) |
Interest expenses for the year ended 30 April 2026 contain €169 thousand of unamortised borrowing costs that were written off upon the derecognition of prior loan facility in
Year 2026 amount includes €101 thousand of adjustments relating to changes in tax rates in Lithuania (2025 - €138 thousand) as standard Corporate Income Tax rate in Lithuania
increased from 16 % to 17 % for financial years starting on or after 1 January 2026.
Summary of taxation rates by country is presented below:
2026 | 2025 | |
United Kingdom 1 | 25% | 25% |
Lithuania 2 | 16% | 15% |
Latvia 3 | 20% | 20% |
Estonia 3 | 22% | 22% |
Net balance at 30 | Recognised in | Net balance at 30 | Deferred | Deferred tax | |
April 2024 | profit or loss | April 2025 | tax asset | liability | |
For the year ended 30 April 2025: | (€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) |
Intangible assets amortisation | (3,495) | 518 | (2,977) | - | (2,977) |
Capitalised borrowing costs | (44) | 19 | (25) | - | (25) |
Other temporary differences | 665 | 126 | 791 | 791 | - |
Tax assets (liabilities) before set-off | (2,874) | 663 | (2,211) | 791 | (3,002) |
Set-off of tax 4 | - | - | - | (791) | 791 |
Net tax assets (liabilities) | (2,874) | 663 | (2,211) | - | (2,211) |
Net balance at 30 | Recognised in | Net balance at 30 | Deferred | Deferred tax | |
April 2025 | profit or loss | April 2026 | tax asset | liability | |
For the year ended 30 April 2026: | (€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) |
Intangible assets amortisation | (2,977) | 298 | (2,679) | - | (2,679) |
Capitalised borrowing costs | (25) | 25 | - | - | - |
Other temporary differences | 791 | 179 | 970 | 970 | - |
Tax assets (liabilities) before set-off | (2,211) | 502 | (1,709) | 970 | (2,679) |
Set-off of tax 4 | - | - | - | (970) | 970 |
Net tax assets (liabilities) | (2,211) | 502 | (1,709) | - | (1 709) |
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, Baltic Classifieds Group PLC and
BCG Holdco Limited, because it is not probable that future taxable profit will be available in these companies against which the Group
can use the benefits therefrom.
2026 | 2025 | |||
(€ thousands) | (€ thousands) | |||
Gross amount | Tax effect | Gross amount | Tax effect | |
Tax losses | (23,723) | 4,194 | (20,915) | 3,504 |
(23,723) | 4,194 | (20,915) | 3,504 | |
The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not
been recognised is €25,067 thousand (€14,445 thousand in 2025). No deferred tax liability has been recognised as the Company is able
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.
Notes to the Consolidated Financial Statements
continued
10. Income taxes
continued
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
98
Baltic Classifieds Group PLC Annual Report and Accounts 2026
99
FINANCIAL STATEMENTS
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 Baltic Classifieds Group PLC and 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:
2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Do not expire | (23,723) | (20,915) |
Total | (23,723) | (20,915) |
2026 | 2025 | |
Weighted average number of shares outstanding | 473,456,047 | 481,981,128 |
Dilution effect on the weighted average number of shares | 933,271 | 1,404,187 |
Diluted weighted average number of shares outstanding | 474,389,318 | 483,385,315 |
Profit for the year (€ thousands) | 50,943 | 44,756 |
Basic earnings per share (euro cent) | 10.8 | 9.3 |
Diluted earnings per share (euro cent) | 10.7 | 9.3 |
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:
2026 | 2025 | |
Number of shares | Number of shares | |
| Issued ordinary shares at 1 May less ordinary shares held | 481,215,298 | 485,588,745 |
by EBT | ||
Weighted effect of ordinary shares purchased by EBT | (463,767) | (631,233) |
Weighted effect of share-based incentives exercised | 961,009 | 775,583 |
Weighted effect of own shares purchased for cancellation | (8,256,493) | (3,751,967) |
Weighted average number of ordinary shares at 30 April | 473,456,047 | 481,981,128 |
Other | |||||
Trademarks | Relationship | intangible | |||
Goodwill | and domains | with clients | assets | Total | |
(€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) | (€ thousands) | |
Cost | |||||
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 |
Disposals | - | - | - | (10) | (10) |
Balance at 30 April 2026 | 329,961 | 64,055 | 51,260 | 1,214 | 446,490 |
Accumulated amortisation and impairment losses | |||||
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 |
Amortisation | - | 6,404 | 1,064 | 97 | 7,565 |
Disposals | - | - | - | (10) | (10) |
Balance at 30 April 2026 | - | 42,426 | 50,569 | 1,011 | 94,006 |
Carrying amounts | |||||
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 |
Balance at 30 April 2026 | 329,961 | 21,629 | 691 | 203 | 352,484 |
Impairment testing for cash-generating units containing goodwill
The following carrying amounts of goodwill are allocated to each cash-generating unit within the Group:
2026 | 2025 | |
(€ 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 |
Impairment testing is performed at the cash-generating unit (“CGU”) level, being the smallest identifiable group of assets that generates
largely independent cash inflows. The Group’s CGUs comprise its operating entities in Lithuania, Estonia and Latvia:
•
Diginet LTU UAB that operates
Autoplius.lt (including Autoistorija.lt), Aruodas.lt (including Untu.lt), CVbankas.lt, Skelbiu.lt,
Paslaugos.lt, Kainos.lt;
•
AllePal OÜ in Estonia that operates Auto24.ee, KV.ee, Osta.ee, KuldneBörs.ee and GetaPro.ee;
•
Kinnisvaraportaal OÜ in Estonia that operates City24.ee;
•
City24 SIA in Latvia that operates both City24.lv and GetaPro.lv; and
•
VIN Solutions OÜ in Estonia that runs Vininfo.ee.
The recoverable amount of each CGU has been determined using value-in-use calculations based on discounted cash flow projections
over a five-year forecast period. The first year of the forecast is based on the budget approved by the Board, with the remaining forecast
period prepared by management.
Beyond the five-year forecast period, cash flows have been extrapolated using a long-term growth rate of 5% (2025: 5%). This growth
rate reflects management’s assessment of the Group’s long-term growth prospects, taking into account the relatively early stage of its
monetisation journey and the long-term economic growth outlook of the markets in which it operates.
The post-tax cash flow forecasts were discounted using post-tax discount dates. The equivalent pre-tax discount rates ranging from 14%
to 16% (2025: 13% to 15%) have been determined for disclosure purposes. Notwithstanding some of the challenging market conditions
described in the strategic report, the impact of which were reflected in our forecasts, the impairment testing performed demonstrated
Notes to the Consolidated Financial Statements
continued
12. Intangible assets and goodwill
continued
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
100
Baltic Classifieds Group PLC Annual Report and Accounts 2026
101
FINANCIAL STATEMENTS
that the recoverable amounts of the CGUs exceeded their carrying amounts by a significant margin. Accordingly, no impairment charge
was recognised in the year ended 30 April 2026 (2025: nil).
Management performed sensitivity analyses over the key assumptions used in the impairment assessment, including reasonably
possible changes to revenue growth rates, pre-tax discount rates and terminal growth rates. With the exception of Kinnisvaraportaal
OÜ, no reasonably possible change in these assumptions would result in the carrying amount of goodwill exceeding the recoverable
amount of the relevant CGU.
Kinnisvaraportaal OÜ (“KVP”)
The estimated recoverable amount of the KVP CGU exceeds its carrying amount by €6,834 thousand. The value-in-use calculation is
based on forecast annual revenue growth of 7% over the initial five-year forecast period, a pre-tax discount rate of 15% and a terminal
growth rate of 5%.
Management has performed sensitivity analyses on the key assumptions used in the impairment assessment. The recoverable amount
of the KVP CGU would equal its carrying amount if:
•
the forecast annual revenue growth rate in the initial five-year forecast period were 5 percentage points lower than management’s
estimate;
•
the pre-tax discount rate was 4 percentage points higher than management’s estimate; or
•
Buildings |
Vehicles |
Other |
Total |
|
(€ thousands) |
(€ thousands) |
(€ thousands) |
(€ thousands) |
|
Cost |
||||
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 |
Acquisitions |
601 |
- |
59 |
660 |
Disposals |
- |
- |
- |
- |
Re-assessment |
539 |
- |
- |
539 |
Balance as at 30 April 2026 |
3,367 |
194 |
124 |
3,685 |
Accumulated depreciation and impairment losses |
||||
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 |
Depreciation |
327 |
9 |
8 |
344 |
Disposals |
- |
- |
- |
- |
Balance as at 30 April 2026 |
1,696 |
193 |
73 |
1,962 |
Carrying amounts |
||||
Balance at 30 April 2024 |
1,119 |
24 |
10 |
1,153 |
Balance at 30 April 2025 |
858 |
10 |
- |
868 |
Balance at 30 April 2026 |
1,671 |
1 |
51 |
1,723 |
Certain lease rentals include extension options. The lease re-assessment relates to lease term extension of Vilnius office space in the
year ended 30 April 2026 (Tallinn office space in 2025). Lease acquisitions in the year ended 30 April 2026 relate to additional office
space lease in Vilnius and new server collocation agreements.
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
Trade receivables |
4,568 |
4,280 |
Expected credit loss on trade receivables |
(54) |
(52) |
Prepayments |
304 |
244 |
Other short-term receivables |
337 |
268 |
Total |
5,155 |
4,740 |
Trade and other receivables are non-interest bearing. The Group has recognised impairment losses in the amount of €54 thousand
as at 30 April 2026 (€52 thousand as at 30 April 2025). Change in impairment losses for trade receivables, netted with recoveries, for
financial year amounted to €50 thousand as at 30 April 2026 and €43 thousand as at 30 April 2025. As at 30 April 2026 and 30 April
2025, there were no pledges on trade receivables.
Reconciliation of changes in impairment allowance for trade receivables:
(€ thousands) |
|
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) |
Recoveries |
58 |
Write offs |
48 |
Changes in allowance and allowance recognised for new financial assets originated |
(108) |
Balance as at 30 April 2026 |
(54) |
The balance of the Group’s cash and cash equivalents as at 30 April 2026 and 30 April 2025 comprised cash held with banks. The credit
ratings of the banks with which the Group holds its cash and cash equivalents ranged from Aa2 to Baa2, based on Moody’s ratings.
Share capital |
Share premium |
||
Number |
amount |
amount |
|
of shares |
(€ thousands) |
(€ thousands) |
|
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 |
- |
Purchase and cancellation of own shares |
(36,789,589) |
(423) |
- |
Balance as at 30 April 2026 |
447,563,090 |
5,213 |
- |
Included within shares in issue as at 30 April 2026 were 2,865,219 shares (3,137,381 shares as at 30 April 2025) held by the Employee
Shares held by the EBT |
||
Amount |
||
(€ thousands) |
Number |
|
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 |
Purchase of shares for performance share plan |
3,109 |
925,000 |
Exercise of share options |
(2,030) |
(1,197,162) |
Balance as at 30 April 2026 |
7,639 |
2,865,219 |
Notes to the Consolidated Financial Statements
continued
Notes to the Consolidated Financial Statements
continued
19. Loans and borrowings
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
102
Baltic Classifieds Group PLC Annual Report and Accounts 2026
103
FINANCIAL STATEMENTS
Dividends paid by the Company were as follows:
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
2024 final dividend |
- |
10,105 |
2025 interim dividend |
- |
5,775 |
2025 final dividend |
12,502 |
- |
2026 interim dividend |
6,166 |
- |
Total |
18,668 |
15,880 |
Total dividends per share for the periods to which they relate are:
2026 |
2025 |
|
(euro cent per share) |
(euro cent per share) |
|
2025 interim dividend |
- |
1.2 |
2025 final dividend |
- |
2.6 |
2026 interim dividend |
1.3 |
- |
2026 final dividend |
2.8 |
- |
2026 special dividend |
0.3 |
- |
Total |
4.4 |
3.8 |
The proposed final dividend for the year ended 30 April 2026 of 2.8 euro cent per share and additional special dividend of 0.3 euro cent
per share, totalling approximately €13,400 thousand in aggregate, are subject to approval by Company shareholders at the Annual
General Meeting (“AGM”) and hence have not been included as liabilities in the financial statements. The 2026 final dividend along with
2026 |
2025 |
|
| Non-current liabilities |
(€ thousands) |
(€ thousands) |
Bank loan |
71,335 |
24,527 |
Lease liabilities |
1,231 |
563 |
72,566 |
25,090 |
2026 |
2025 |
|
Current liabilities |
(€ thousands) |
(€ thousands) |
Bank loan and interest |
230 |
8 |
Lease liabilities |
398 |
262 |
628 |
270 |
Bank loan: |
||||
Year end |
Maturity |
Loan currency |
€ thousands |
|
Bank Loan |
30 April 2025 |
2026 July 1 |
€ |
24,535 |
Bank Loan |
30 April 2026 |
2031 January |
€ |
71,565 |
In January 2026, the Group entered into a new term loan agreement comprising a €125,000 thousand term loan facility, of which €52,000
thousand remained undrawn as of 30 April 2026, and a €20,000 thousand revolving credit facility, which remained fully undrawn as at
30 April 2026.
At the same time, the Group repaid in full the previous term loan and terminated its previous revolving credit facility. As part of
derecognising this liability, the Group also wrote off €169 thousand of unamortised borrowing costs, which are included within interest
expense for the year ended 30 April 2026.
The current loan agreement requires compliance with the Leverage Ratio covenant, tested semi-annually at 31 October and 30 April. The
Leverage Ratio is defined as Net Debt, including lease liabilities, divided by last twelve months EBITDA. EBITDA is defined as operating
profit before depreciation and amortisation, share-based payment expenses and exceptional items. The Leverage Ratio must not exceed
5.50:1.
The Group complied with the covenant requirement under the current loan agreement as at 30 April 2026. The Group also complied with
the covenant requirement under the loan agreement in place as at 30 April 2025.
1
The loan was repaid in January 2026, ahead of its contractual maturity in July 2026.
Pledged assets:
No pledges or security interests were outstanding as at 30 April 2026. As at 30 April 2025, the Group’s borrowings were secured by
pledges over shares in certain Group companies. The carrying amount of pledged assets is presented as follows.
2026 |
2025 |
|
(€ thousands) |
(€ thousands) |
|
Group companies shares 1 |
- |
332,227 |
- |
332,227 |
Share buyback |
||||
Borrowings |
Lease liabilities |
liability |
Total |
|
(€ thousands) |
(€ thousands) |
(€ thousands |
(€ thousands) |
|
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 |
Changes from financing cash flows |
||||
- Proceeds from loans and borrowings |
71,622 |
- |
- |
71,622 |
- Repayment of borrowings |
(25,000) |
- |
- |
(25,000) |
- Payment of debt arrangement and transaction costs |
(215) |
- |
- |
(215) |
- Payment of lease liabilities |
- |
(329) |
- |
(329) |
- Payment for own shares purchased for cancellation |
- |
- |
(76,912) |
(76,912) |
Total changes from financing cash flows |
46,407 |
(329) |
(76,912) |
(30,834) |
Other liability related changes |
||||
- New leases and lease reassessments |
- |
1,133 |
- |
1,133 |
- Borrowing costs accrued |
(165) |
- |
- |
(165) |
- Interest expenses |
1,605 |
58 |
- |
1,663 |
- Interest paid |
(817) |
(58) |
- |
(875) |
- Purchase of own shares for cancellation |
- |
- |
82,934 |
82,934 |
Total other liability related changes |
623 |
1,133 |
82,934 |
84,690 |
Balance as at 30 April 2026 |
71,565 |
1,629 |
6,022 |
79,216 |
1
As defined in the loan agreement, the pledged assets included 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;
Notes to the Consolidated Financial Statements
continued
Notes to the Consolidated Financial Statements
continued
21. Financial risk management
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
104
Baltic Classifieds Group PLC Annual Report and Accounts 2026
105
FINANCIAL STATEMENTS
2026 | 2025 | |
(€ thousands) | (€ thousands) | |
Trade payables | 436 | 408 |
Accrued expenses | 659 | 618 |
Payroll related liabilities | 1,505 | 1,293 |
Other tax | 2,158 | 1,818 |
Customer credit balances | 2,324 | 2,189 |
Share buyback liability 1 | 6,022 | - |
Other payables | 167 | 15 |
13,271 | 6,341 |
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.
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:
2026 | 2025 | ||
Note | (€ thousands) | (€ thousands) | |
Trade receivables | 14 | 4,514 | 4,228 |
Other short-term receivables | 14 | 337 | 268 |
Cash and cash equivalents | 15 | 30,764 | 23,606 |
35,615 | 28,102 |
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 cash and cash equivalent balances is managed by monitoring credit ratings of the Group’s banks.
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.
•
Historical default rates over the expected life of trade receivables
•
Adjustment for forward-looking estimates
Impairment allowance:
| 30 April 2026 | 30 April 2025 | |||||
Trade | Impairment | Trade | Impairment | |||
receivables | allowance | receivables | allowance | |||
ECL rate | (€ thousands) | (€ thousands) | ECL rate | (€ thousands) | (€ thousands) | |
Not past due | (0.1%) | 3,621 | (3) | (0.1%) | 3,434 | (3) |
1 – 30 days past due | (0.4%) | 410 | (1) | (0.4%) | 402 | (1) |
31 – 60 days past due | (1.7%) | 121 | (2) | (1.9%) | 110 | (2) |
61 – 90 days past due | (3.6%) | 75 | (3) | (5.0%) | 29 | (1) |
> 90 days past due | (13.2%) | 341 | (45) | (14.7%) | 305 | (45) |
(1.2%) | 4,568 | (54) | (1.2%) | 4,280 | (52) | |
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 they fall 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 as they fall due. This policy excludes the potential impact of extreme circumstances that cannot be reasonably
predicted.
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.
As at 30 April 2026, the Group had drawn borrowings of €73,000 thousand under its term loan facility and access to a further €52,000
thousand of undrawn term loan commitments, together with a €20,000 thousand revolving credit facility. The term loan and revolving
credit facility mature in January 2031. The covenant requirement associated with these facilities is described in note 19.
The table below summarises the contractual maturities of financial liabilities as at 30 April of 2026, 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 | 71,565 | (88,772) | (3,245) | (3,282) | (82,245) | - |
Lease liabilities | 1,629 | (1,936) | (459) | (460) | (1,017) | - |
Trade payables | 436 | (436) | (436) | - | - | - |
Share buyback | ||||||
liability | 6,022 | (6,022) | (6,022) | - | - | - |
Other payables | 3,150 | (3,150) | (3,150) | - | - | - |
82,802 | (100,316) | (13,312) | (3,742) | (83,262) | - |
The table below summarises the contractual maturities of the Group’s financial liabilities as at 30 April of 2025, 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 | 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) | - |
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.
Notes to the Consolidated Financial Statements
continued
21. Financial risk management
continued
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
106
Baltic Classifieds Group PLC Annual Report and Accounts 2026
107
FINANCIAL STATEMENTS
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 2026 and 30 April 2025, the Group had no significant monetary assets and liabilities denominated in other than its
functional currency.
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:
2026 |
2025 |
|
Carrying amount |
(€ thousands) |
(€ thousands) |
Instruments with a variable interest rate |
||
Bank loan |
71,335 |
24,527 |
71,335 |
24,527 |
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.
2026 |
Impact of financial instruments on profit before tax |
|||
Financial instruments by class |
Impact to finance costs |
Impact to finance costs |
||
Increase |
(€ thousands) |
Decrease |
(€ thousands) |
|
Variable rate instruments |
+100 bp |
(730) |
-100 bp |
730 |
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 |
For capital management purposes, the Group defines capital as equity together with net debt. The Group’s capital management
objectives are to maintain the confidence of lenders, investors and other stakeholders, preserve financial flexibility, support future
During the year ended 30 April 2026, there were no significant transactions with related parties outside the Group, other than the
remuneration of key management personnel (see note 23), including share-based incentive awards under the PSP scheme (see note 24).
In the comparative period ended 30 April 2025, on 17 July 2024, the Company purchased 4.2 million of its own shares from ANTLER
EquityCo S.à.r.l, controlled by funds advised by Apax Partners LLP, at a price of £2.47 (€2.94) per share. 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. sold its remaining shareholding in the Company, resulting in a full
exit from its investment. Accordingly, ANTLER EquityCo S.à.r.l. ceased to be a related party to the Company following completion of the
The aggregate remuneration receivable by 3 Executive Directors (CEO, CFO, COO) and 6 Non-Executive Directors for qualifying services
was €1,646 thousand (2025: €1,391 thousand), of which €465 thousand (2025: €406 thousand) was paid by the Company and remaining
amounts were paid by other Group entities. There were no retirement benefits accruing to any Directors under either money purchase or
defined benefit pension schemes and no contributions to pension schemes on behalf of Directors. During the year, the Directors in office
in total had €3,696 thousand gains (2025: €2,626) arising on the exercise of share options.
Key management personnel comprise 3 Executive Directors (CEO, CFO, COO), 6 Non-Executive Directors, Development Director and
Directors of Group companies. Remuneration of key management personnel, including social security costs and related accruals,
amounted to €2,322 thousand for the year ended 30 April 2026 and €1,961 thousand for the year ended 30 April 2025
1
. Share-based
payment expense amounted to €182 thousand for the year ended 30 April 2026 and €1,535 thousand for the year ended 30 April 2025.
During the year ended 30 April 2026 the Executive Directors of the Group were granted awards under the PSP scheme. See note 24 for
further detail.
Remuneration of key management personnel for the year ended 30 April 2026 included dividend equivalent payments of €83 thousand in respect of awards vested under the PSP
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 €266 thousand (€1,877 thousand in the year ended 30 April 2025).
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 9 July 2025 and 3 November 2025, the Group awarded 593,768 and 338,857 share options, respectively, 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 2028.
The fair value of the awards granted in July 2025 and November 2025 was determined to be €3.88 and €3.27 per option respectively
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 |
9 July |
EPS performance condition, |
|||||||
2025 |
service condition |
4.00 |
0.01 |
33% |
3 |
3.03% |
0.95% |
3.88 |
3 Novem- |
EPS performance condition, |
|||||||
ber 2025 |
service condition |
3.39 |
0.01 |
30% |
3 |
3.04% |
1.12% |
3.27 |
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 2026 was as follows:
2026 |
2025 |
|
(number) |
(number) |
|
Outstanding as at 1 May |
3,129,304 |
3,353,487 |
Options granted in the year |
932,625 |
794,118 |
Options exercised in the year |
(1,197,162) |
(1,018,301) |
Options forfeited in the year |
(7,219) |
- |
Outstanding as at 30 April |
2,857,548 |
3,129,304 |
Exercisable as at 30 April |
- |
- |
The weighted average market value per ordinary share for options exercised in 2026 was €4.06 (2025: €3.37). The weighted average
exercise price for share options outstanding as at 30 April 2026 was 1 euro cent (2025: 1 euro cent). The PSP awards outstanding as at
Notes to the Consolidated Financial Statements
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
108
Baltic Classifieds Group PLC Annual Report and Accounts 2026
109
FINANCIAL STATEMENTS
Registration |
Share in |
Held |
|||
| Company name |
Registered office |
Number |
Activity |
capital |
directly? |
Highdown House, Yeoman Way, Worthing, |
13415193 |
Acquiring |
100% |
Yes |
|
| BCG Holdco Limited |
West Sussex, United Kingdom, BN99 3HH |
participations |
|||
| UAB Antler Group |
Management and |
100% |
No |
||
V. Nagevičiaus 3, Vilnius, Lithuania |
305147427 |
consulting services |
|||
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, Estonia |
10680295 |
Online classifieds |
100% |
No |
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 Act. BCG Holdco Limited has taken advantage of this exception as Baltic Classifieds
Group PLC has provided a guarantee in respect of BCG Holdco Limited under Section 479C of the Companies Act 2026 for the year ended
The following events occurred between 30 April 2026 and the date on which these financial statements were authorised for issue. These
are post year end non-adjusting events which have not been recognised in the financial statements.
Financing
Following the year ended 30 April 2026 and up to the date when the financial statements were authorised, the Company has drawn down
an additional amount of €45,000 thousand under its existing loan facility to fund ongoing share buybacks.
On 30 June 2026, the Group's subsidiary SIA City24 acquired Cenubanka.lv portal and customer relationships. The acquired assets meet
the definition of a business as per IFRS 3 therefore an acquisition accounting exercise was performed.
Cenubanka.lv is a Latvian real estate data and market analysis platform. It aggregates property transaction data, listing data and market
information to help users assess the value of properties in Latvia. It is widely used by property valuators, banks, developers, brokers and
increasingly by private individuals.
Consideration |
€ thousands |
Cash |
1,615 |
Total consideration transferred |
1,615 |
Net cash flow on acquisition: |
|
€ thousands |
|
Consideration in cash |
1,615 |
Less cash and cash equivalents of the acquiree |
- |
Net cash flow on acquisition |
1,615 |
As the acquisition was finalised after year-end and shortly before the authorisation of these financial statements for issue, the
accounting for the business combination remains incomplete. In particular, the valuation of acquired assets and liabilities, including
the determination of their respective fair values, as well as acquisition related costs have not yet been finalised. Consequently, the
information required to provide the full disclosures relating to the acquisition is not currently available, and such disclosures have
therefore not been included in these financial statements. The Group will complete the purchase price allocation and provide the
As at 30 April 2026
2026 |
2025 |
||
Notes |
(€ thousands) |
(€ thousands) |
|
Fixed assets |
|||
Investments |
4 |
513,544 |
513,278 |
Current assets |
|||
Debtors: amounts falling due within one year |
5 |
49,535 |
76,528 |
Cash at bank or in hand |
6 |
5,654 |
3,097 |
Creditors: amounts falling due within one year |
|||
Amounts due to subsidiary undertakings |
7 |
(50,450) |
(46,831) |
Other creditors |
7 |
(6,789) |
(358) |
Net current (liabilities) / assets |
(2,050) |
32,436 |
|
Total assets less current liabilities |
511,494 |
545,714 |
|
Creditors: amounts falling due after more than one year |
|||
Bank loans and borrowings |
8 |
(71,335) |
- |
Net assets |
440,159 |
545,714 |
|
Capital and reserves |
|||
Called up share capital |
9 |
5,213 |
5,636 |
Retained earnings |
441,976 |
546,452 |
|
Capital redemption reserve |
609 |
186 |
|
Own shares held |
10 |
(7,639) |
(6,560) |
Total capital and reserves |
440,159 |
545,714 |
The loss for the year of the Company was €1,124 thousand (2025: profit €1,217 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 1 July 2026.
Justinas Šimkus
Director
Baltic Classifieds Group PLC
Registered number 13357598
Baltic Classifieds Group PLC Annual Report and Accounts 2026
110
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 2024 | 5,690 | (5,854) | 132 | 574,436 | 574,404 |
Profit for the year | - | - | - | 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 |
Loss for the year | - | - | - | (1,124) | (1,124) |
Other comprehensive income | - | - | - | - | - |
Total comprehensive income (loss) | - | - | - | (1,124) | (1,124) |
Transactions with owners: | |||||
Share-based payments | - | - | - | 266 | 266 |
Exercise of share options | - | 2,030 | - | (2,016) | 14 |
Acquisition of treasury shares | - | (3,109) | - | - | (3,109) |
Purchase of shares for cancellation | (423) | - | 423 | (82,934) | (82,934) |
Dividends paid | - | - | - | (18,668) | (18,668) |
Balance at 30 April 2026 | 5,213 | (7,639) | 609 | 441,976 | 440,159 |
Set aside for dividends declared | - | - | - | (13,400) | (13,400) |
after the reporting period | |||||
Total | - | - | - | 428,576 | 426,759 |
The accompanying notes form part of these financial statements.
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 26
th
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 2025 to 30 April
2026.
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 loss for the financial period dealt with in the financial statements
of the parent company was €1,124 thousand (2025: profit €1,217 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;
•
key management personnel compensation;
•
financial instrument and financial risk management disclosures; and
•
transactions with wholly-owned subsidiaries.
Where required, equivalent disclosures are given in the consolidated financial statements of the Group.
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.
More details on the going concern are discussed in the going concern section in note 2 to the consolidated financial statements.
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.
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
112
113
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
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 taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period.
Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to
pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets
are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future
taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting
date that are expected to apply to the reversal of the timing difference.
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.
Notes to the Company Financial Statements
continued
1. Accounting policies
continued
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.
Interest-bearing bank loans are initially recognised at transaction price, net of any direct transaction costs. They are subsequently
measured at amortised cost using the effective interest method.
Loans from Group companies that are short-term or repayable on demand are classified as current liabilities and are initially recognised
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.
2. Services provided by the Company’s Auditors
2026
2025
(€ thousands)
(€ thousands)
Fees payable for audit services:
Audit of the Company and consolidated financial statements
(507)
(501)
Total audit remuneration
(507)
(501)
3. Directors’ remuneration
The Company has no employees other than the Directors.
Full details of the Directors’ remuneration are set out in note 23 to the consolidated financial statements.
4. Investment in subsidiaries
(€ thousands)
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
Share-based payments
266
Investment in subsidiaries at 30 April 2026
513,544
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 during the year ended 30 April 2025 relates to a reimbursement from a subsidiary from
one-off recharge arrangement related to share-based payments recognised as an investment cost in the subsidiary during the year
ended 30 April 2024, and therefore reduced from the investment.
The closing balance of the investment in subsidiaries at 30 April 2026 consists of €506,452 thousand investment in BCG Holdco Limited
and share-based payments in amount to €7,092 thousand. No impairment indicators were identified for the investment in subsidiaries.
5. Debtors: amounts falling due within one year
2026
(€ thousands)
2025
(€ thousands)
Intercompany loan and interests to BCG Holdco Limited
49,031
76,226
Amounts owed by subsidiary undertakings
224
90
Other short-term receivables
280
212
49,535
76,528
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 (2025: 1.1% plus 1 month EURIBOR).
6. Cash at bank or in hand
Notes to the Company Financial Statements
continued
1. Accounting policies
continued
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
114
115
FINANCIAL STATEMENTS
2026
(€ thousands)
2025
(€ thousands)
Cash at bank
5,654
3,097
5,654
3,097
There were no restrictions on cash at bank or in hand held at 30 April 2026 and 2025.
7. Creditors: amounts falling due within one year
2026
(€ thousands)
2025
(€ thousands)
Amounts due to subsidiary undertakings
(50,450)
(46,831)
Share buyback liability
(6,022)
-
Accruals
(417)
(326)
Interest payable on bank loan
(230)
-
Trade creditors
(62)
(32)
Other creditors
(58)
-
(57,239)
(47,189)
Amounts due to subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. 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.
8. Creditors: amounts falling due after more than one year
2026
(€ thousands)
2025
(€ thousands)
Bank loans and borrowings
(71,335)
-
(71,335)
-
In January 2026, the Company entered into a new bank loan agreement comprising a €125,000 thousand term loan facility and a €20,000
thousand revolving credit facility (RCF).
As at 30 April 2026, the undrawn portion of the term loan was €52,000 thousand, while the RCF remained fully undrawn.
The loan is secured by guarantees from the Group companies. The agreement requires semi-annual compliance with the Leverage Ratio
covenant, measured at the period ends in October and April. As at 30 April 2026 the Company complied with the covenant. Refer to note
19 of the consolidated financial statements for further details.
The loan matures in January 2031. It is contractually repayable in full at maturity date. The loan bears a variable interest rate of
EURIBOR plus margin linked to the leverage ratio, with interest payable quarterly.
9. Share capital
Number of shares
Share capital
(€ thousands)
Capital
redemption reserve
(€ thousands)
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
Purchase and cancellation of own shares
(36,789,589)
(423)
423
As at 30 April 2026
447,563,090
5,213
609
In October 2022 the Company initiated its share buyback program. During 2026, the Company purchased 36,789,589 (2025: 4,591,748)
ordinary shares with a par value of £0.01 for cancellation. For this reason, a capital redemption reserve was formed in amount of €609
thousand as at 30 April 2026.
Fully paid ordinary shares, which have a par value of £0.01, carry one vote per share and carry a right to dividends.
Notes to the Company Financial Statements
continued
10. Own shares held
Shares held by EBT
Amount
(€ thousands)
Number
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
Purchase of shares for performance share plan
(3,109)
925,000
Exercise of share options
2,030
(1,197,162)
Balance as at 30 April 2026
(7,639)
2,865,219
11. Dividends
Dividends declared and paid by the Company were as follows:
Year ended 30 April 2026
Year ended 30 April 2025
Euro cent per share
(€ thousands)
Euro cent per share
(€ thousands)
2024 final dividend paid
-
-
2.1
10,105
2025 interim dividend paid
-
-
1.2
5,775
2025 final dividend paid
2.6
12,502
-
-
2026 interim dividend paid
1.3
6,166
-
-
Total
3.9
18,668
3.3
15,880
The proposed final dividend for the year ended 30 April 2026 of 2.8 euro cent per share and additional special dividend of 0.3 euro cent
per share, totalling approximately €13,400 thousand in aggregate, are subject to approval by shareholders at the Annual General Meeting
(“AGM”) and hence have not been included as liabilities in the financial statements. The 2026 final dividend along with the special
dividend will be paid in euros however shareholders will have an opportunity to opt for a payment in British pounds.
The 2025 final dividend of €12,502 thousand (2.6 euro cent per qualifying share) was paid on 17 October 2025.
The 2026 interim dividend of €6,166 thousand (1.3 euro cent per qualifying share) was paid on 23 January 2026.
The terms of the Company’s Employee Benefit Trust ("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.
12. 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.
13. 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 2026. This information is disclosed within note 26 to the consolidated financial
statements.
14. Events after the end of the reporting period
Following the year ended 30 April 2026 and up to the date when the financial statements were authorised, the Company has drawn down
an additional amount of €45,000 thousand under its existing loan facility to fund ongoing share buybacks.
This is a non-adjusting event after the end of the reporting period which has not been recognised in the financial statements.
Notes to the Company Financial Statements
continued
ADDITIONAL INFORMATION
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
116
117
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.
2026
– means the financial year ended 30 April
2026.
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.
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
and Project 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 2024.
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. As of 17 July 2024, it had fully
divested its stake in the Company.
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, Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, 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, Highdown House, Yeoman Way, Worthing, 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 are advised to be vigilant, as fraudsters may target them with unsolicited calls, emails or online messages offering
investment opportunities, or the chance to buy or sell worthless or non-existent shares. If you receive such contact, you should not
provide any personal details or transfer money without first checking that the organisation is authorised by the United Kingdom Financial
Conduct Authority (“FCA”) and carrying out appropriate checks.
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.
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
2 July 2026
Dividend announcement date
11 September 2026
Dividend record date
23 September 2026
Annual General Meeting
25 September 2026
Dividend currency election deadline
16 October 2026
Dividend payment date
December 2026
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. These statements are based on current
expectations, forecasts and assumptions and are subject to risks and uncertainties that could cause actual events or results to differ
materially from those expressed or implied in these forward-looking statements.
Forward-looking statements 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 vest in and are owned absolutely by
Baltic Classifieds Group PLC unless otherwise indicated. This includes without limitation all trademarks and the report’s design, text,
graphics and the selection and arrangement thereof.
1
Dates are provisional and may be subject to change.
Shareholder Information
continued
ADDITIONAL INFORMATION
Baltic Classifieds Group PLC Annual Report and Accounts 2026
Baltic Classifieds Group PLC Annual Report and Accounts 2026
118
119
This page has been intentionally left blank
This page has been intentionally left blank
Baltic Classifieds Group PLC Annual Report and Accounts 2026
120
This page has been intentionally left blank