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INVL Technology — Interim / Quarterly Report 2023
Aug 28, 2023
2265_ir_2023-08-28_fc76619f-03c6-434a-bbbc-20a465dc5baf.pdf
Interim / Quarterly Report
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SPECIAL CLOSED-ENDED TYPE PRIVATE CAPITAL INVESTMENT COMPANY'S
INVL Technology
INTERIM CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2023 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION

| Kazimieras Tonkūnas | Agnė Vainauskienė |
|---|---|
| Chairman of the Investment Committee of INVL Technology, signs the Company's Interim Condensed Unaudited Financial Statements for the 6 Months of 2023, also Interim Report for the 6 months of 2023 and Confirmation of responsible persons with a qualified electronic signature. |
Chief financier of the Management Company of INVL Technology, signs the Company's Interim Condensed Unaudited Financial Statements for the 6 months of 2023, and Confirmation of responsible persons with a qualified electronic signature. |
CONFIRMATION OF RESPONSIBLE PERSONS
28 August 2023
Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (Article 13) of the Republic of Lithuania, management of INVL Technology hereby confirms that, to the best our knowledge, the attached Company's Interim Condensed Unaudited Financial statements for 6 months of 2023 are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, give true and fair view of the assets, liabilities, financial position and profit or loss of INVL Technology.
Presented Interim Report for 6 months 2023 includes a fair review of the development and performance of the business and position of the company and its companies' group in relation to the description of the main risks and contingencies faced thereby.
ENCLOSED:
Unaudited Interim Condensed Company's financial statements for 6 months of 2023. Interim Report for 6 months 2023.
Chairman of the Investment Committee of INVL Technology Kazimieras Tonkūnas
Chief Financier of the Management Company INVL Asset Management Agnė Vainauskienė
Special closed-end type private capital investment company INVL Technology Gynėjų str. 14, LT-01109 Vilnius Company code 300893533 Phone +370 5 279 0601 Account No LT66 7044 0600 0604 2883 Fax +370 5 279 0530 SEB bank E-mail: [email protected]
| BASIC DETAILS 4 |
|
|---|---|
| STATEMENT OF COMPREHENSIVE INCOME5 | |
| STATEMENT OF FINANCIAL POSITION 6 |
|
| STATEMENT OF CASH FLOWS7 | |
| STATEMENT OF CHANGES IN EQUITY8 | |
| NOTES TO THE FINANCIAL STATEMENTS9 | |
| 1 General information9 |
|
| 2 Accounting policies 10 |
|
| 3 Accounting estimates and judgements 11 |
|
| 4 Financial assets at fair value through profit or loss12 |
|
| 5 Cash and cash equivalents 15 |
|
| 6 Other receivables 15 |
|
| 7 Loans16 |
|
| 8 Reserves 16 |
|
| 9 Other short term liabilities 17 |
|
| 10 Net Asset Value (non-IFRS measure) 17 |
|
| 11 Dividend and interest income 17 |
|
| 12 Other operating expenses 18 |
|
| 13 Earnings per share18 |
|
| 14 Related-party transactions19 |
|
| 16 Financial instruments by category 20 |
|
| 17 Financial risk management21 |
|
| 18 Events after the reporting period 24 |
|
| INTERIM REPORT FOR 6 MONTHS OF 2023 25 |
(all amounts are in EUR thousand unless otherwise stated)
BASIC DETAILS
Supervisory Board
Indrė Mišeikytė (until 6 February 2023) Audrius Matikiūnas (until 6 February 2023) Gintaras Rutkauskas (until 6 February 2023)
Management Company
INVL Asset Management UAB
Investment committee
Mr Kazimieras Tonkūnas (Chairman) Mrs Vida Tonkūnė Mr Vytautas Plunksnis Mr Nerijus Drobavičius
Depository
AB SEB bank
Principal place of business and company code
Registered office address: Gynėjų g. 14, Vilnius, Lithuania
Company code 300893533
Banks
AB SEB bank
These financial statements were authorised for issue by the Management Company and signed on 28 August 2023.
The document is signed with a qualified electronic signature
Kazimieras Tonkūnas Agnė Vainauskienė Chairman of the Investment Committee INVL Technology
The document is signed with a qualified electronic signature
Chief financier at INVL Asset Management UAB
STATEMENT OF COMPREHENSIVE INCOME
| Notes | 2023 6 months | 2022 6 months | |
|---|---|---|---|
| Net change in fair value of financial assets | 4 | (719) | (1,504) |
| Dividend income | 11 | 500 | 800 |
| Interest income | 11 | 132 | 41 |
| Total net income | (87) | (663) | |
| Management fee | 14 | (250) | (313) |
| Success fee restatement | 14 | - | 2,339 |
| Other operating expenses | 12 | (103) | (86) |
| Total operating expenses | (353) | 1,940 | |
| Operating profit (loss) | (440) | 1,277 | |
| Finance costs | - | - | |
| Profit (loss) before tax for the reporting period | (440) | 1,277 | |
| Income tax | - | - | |
| Profit (loss) for the reporting period | (440) | 1,277 | |
| Other comprehensive income for the reporting period, net of tax |
- | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE REPORTING PERIOD, NET OF INCOME TAX |
(440) | 1,277 | |
| Basic and diluted earnings (deficit) per share (in EUR) | 13 | (0.04) | 0.11 |
STATEMENT OF FINANCIAL POSITION
| As at Notes 30 June 2023 |
As at 31 December 2022 |
|||
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Financial assets at fair value through profit or loss | 4 | 34,222 | 34,941 | |
| Loans | 7 | 1,895 | 1,895 | |
| Total non-current assets | 36,117 | 36,836 | ||
| Current assets | ||||
| Loans | 7 | 1,339 | 878 | |
| Dividends receivable | 11 | 250 | - | |
| Other receivables | 56 | - | ||
| Cash and cash equivalents | 5 | 285 | 733 | |
| Total current assets | 1,930 | 1,611 | ||
| Total assets | 38,047 | 38,447 | ||
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 1 | 3,531 | 3,531 | |
| Share premium | 8,268 | 8,268 | ||
| Own shares | (293) | (294) | ||
| Reserves | 8 | 10,332 | 10,257 | |
| Retained earnings | 16,068 | 16,508 | ||
| Total equity | 10 | 37,906 | 38,270 | |
| Liabilities | ||||
| Provisions for success and accrued management fees | - | - | ||
| Total long term liabilities | - | - | ||
| Current liabilities | ||||
| Other current liabilities | 9 | 141 | 177 | |
| Total current liabilities | 141 | 177 | ||
| Total liabilities | 141 | 177 | ||
| Total equity and liabilities | 38,047 | 38,447 |
(all amounts are in EUR thousand unless otherwise stated)
STATEMENT OF CASH FLOWS
| Notes | 2023 6 months | 2022 6 months | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit (loss) for the reporting period | (440) | 1,277 | |
| Adjustments for: | |||
| Elimination of items of financing activities | |||
| Dividend income | 11 | (500) | (800) |
| Interest income | 11 | (132) | (41) |
| Net change in fair value of financial assets | 4 | 719 | 1,504 |
| Payments in shares | 19 | - | |
| Provisions | - | (2,339) | |
| (334) | (399) | ||
| Changes in working capital: | |||
| Decrease (increase) in trade receivables | - | - | |
| Dividends received | 250 | 500 | |
| Decrease (increase) in other payables | (36) | (11) | |
| Cash flows from (used in) operating activities | 214 | 489 | |
| Income tax paid | - | - | |
| Net cash flows from (used in) operating activities | (120) | 90 | |
| Cash flows from investing activities | |||
| Interest received, other similar income | 14 | 22 | - |
| Loans (granted) | 14 | (850) | (1,270) |
| Loan repayments received | 14 | 500 | - |
| Net cash flows from (used in) investing activities | (328) | (1,270) | |
| Cash flows from financing activities | |||
| Cash flows related to other financing sources: | |||
| Received payments for share based payments | - | 31 | |
| Net cash flows from (used in) financing activities | - | 31 | |
| Foreign exchange effect on the balance of cash and cash equivalents |
- | - | |
| Net increase (decrease) in cash and cash equivalents | (448) | (1,149) | |
| Cash and cash equivalents in the beginning of the peri | 733 | 2,097 | |
| Cash and cash equivalents at the end of the period | 5 | 285 | 948 |
INVL TECHNOLOGY UTIB, company code 300893533, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2023
(all amounts are in EUR thousand unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY
| Share capital | Share premium |
Own shares | Legal reserve |
Reserve for acquisition of own shares |
Reserves for share-based payments |
Retained earnings |
Total | |
|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2021 | 3,531 | 8,268 | (296) | 354 | 9,800 | 75 | 14,393 | 36,125 |
| Disposals of own shares (share options exercised) | - | - | 2 | - | - | - | - | 2 |
| Share based payments | - | - | - | - | - | 28 | - | 28 |
| Redistribution of retained earnings to the reserves | - | - | - | - | - | - | - | - |
| Total transactions with owners of the Company, recognised directly in equity |
- | - | 2 | - | - | 28 | - | 30 |
| Net (loss) for 6 months ended 30 June 2022 | - | - | - | - | - | - | 1.277 | 1.277 |
| Balance as at 30 June 2022 |
3,531 | 8,268 | (294) | 354 | 9,800 | 103 | 15,670 | 37,432 |
| Balance as at 31 December 2022 | 3,531 | 8,268 | (294) | 354 | 9,800 | 103 | 16,508 | 38,270 |
| Disposals of own shares (share options exercised) | - | - | 1 | - | - | - | - | 1 |
| Share based payments | - | - | - | - | - | 75 | - | 75 |
| Redistribution of retained earnings to the reserves | - | - | - | - | - | - | - | - |
| Total transactions with owners of the Company, recognised directly in equity |
- | - | 1 | - | - | 75 | - | 76 |
| Net profit for 6 months ended 30 June 2023 | - | - | - | - | - | - | (440) | (440) |
| Total comprehensive income for 6 months ended 30 June 2023 |
- | - | - | - | - | - | (440) | (440) |
| Balance as at 30 June 2023 | 3,531 | 8,268 | (293) | 354 | 9,800 | 178 | 16,068 | 37,906 |
NOTES TO THE FINANCIAL STATEMENTS
1 General information
1.1
INVL Technology UTIB (company code 300893533, hereinafter "the Company") is a closed-ended type investment company registered in the Republic of Lithuania. The Company's registered office address is Gynėjų g. 14, Vilnius, Lithuania.
On 14 July 2016 the Company has been issued a closed-ended type investment company (UTIB) license by the Bank of Lithuania. Under the company's Articles of Association, INVL Technology UTIB will operate until 14 July 2026, with extension possible for further two years.
INVL Technology strategy is to invest in national-level European IT businesses with high globalisation potential and grow them into global players by utilizing the sales channels and intellectual capital of the managed companies.
Based on the Management Company's INVL Asset Management Board decision the Investment Committee was formed in order to ensure efficiency and control of investments. The Investment Committee consists of 4 (four) representatives of the Management Company (employees, members of management bodies of the Management Company, other persons appointed by a decision of the Board of the Management Company). The purpose of the Investment Committee is to ensure the Managed Company's objectives, its investment strategy and the adoption of prudent decisions for the investment and management of the Managed Company's assets, to supervise the adopted decisions. On 29 April 2021, the Company approved the establishment of the Supervisory Board of the Company which replaced the Advisory Committee, formed April 2017. The purpose of the Supervisory Board is to ensures the representation of the interests of the Company's shareholders, the accountability of this body to the shareholders and the objective and impartial supervision of the Company's activities. In accordance with the new version of the Republic of Lithuania Law on Companies which entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market. The Company's collegial body with supervisory function – the Supervisory Board – has been eliminated. It was envisaged that the Management Company may form an Advisory Committee of the Company.
The Company operates as a cluster of IT businesses working with large corporate and public entities. The entities managed by the Company are classified into 3 functional groups: business climate improvement and e-government, IT services and software, and cyber security. NRD companies belong to the business climate improvement and e-government group, the cyber security group covers NRD CS, whereas the IT services and software group is formed by joining the areas of IT infrastructure and IT intensive industries' solutions. At 30 June 2023 INVL Technology portfolio consists of 17 operating companies. At 31 December 2022 the Company's portfolio consisted of 17 operating companies. The major investments of the Company are currently in businesses based in Lithuania, Estonia, Norway, Moldova, Tanzania, Rwanda, Uganda and Bangladesh.
The Company has an agreement on depository services with SEB Bank which acts as the depository of the Company's assets.
The Management Company manages the portfolio of investment instruments of the Company following principles of diversification set in the Articles of Association (the conformity of the portfolio of investment instruments of the Company to those principles shall be achieved within four years from the date the Bank of Lithuania issued a permission to certify Company's incorporation documents and to choose the Depository). The Company cannot invest more than 30% of net asset value of the Company into any single issuer of the instrument. The indicator may be exceeded up to 4 years after the date the Company became a closed-ended investment company. More detailed requirements are lined out in the Articles of Association of the Company and in note 17.
As at 30 June 2023 and 31 December 2022, the Company's authorised share capital was divided into 12.175.321 ordinary registered shares with par value of EUR 0.29 each. All the shares of the Company have been fully paid. The Company's subsidiaries hold no shares of the Company.
1 General information (cont'd)
1.1
The shareholders holding ownership to or otherwise controlling over 5% of the Company's authorised share capital (by number of votes held) are as follows as of 30 June 2023 and as of 31 December 2022:
| Number of shares held as at 2023.06.30 |
Persentage share of share capital as at 2023.06.30 |
Number of shares held as at 2022.12.31 |
Persentage share of share capital as at 2022.12.31 |
|
|---|---|---|---|---|
| LJB Investments UAB INVL LIFE UAB (controlling shareholder AB "Invalda |
2,424,152 | 19.91% | 2,424,152 | 19.91% |
| INVL" | 1,873,678 | 15.39% | 1,873,678 | 15.39% |
| Ms Irena Ona Mišeikienė | 1,466,421 | 12.04% | 1,466,421 | 12.04% |
| Lietuvos Draudimas AB | 909,090 | 7.47% | 909,090 | 7.47% |
| Mr Kazimieras Tonkūnas | 675,452 | 5.55% | 675,452 | 5.55% |
| Mr Alvydas Banys | 618,745 | 5.08% | 618,745 | 5.08% |
| Company (own shares) | 106,744 | 0.88% | 106,799 | 0.88% |
| Other minor shareholders | 4,101,009 | 33.68% | 4,100,984 | 33.68% |
| Total | 12,175,321 | 100% | 12,175,321 | 100% |
The Company's shares are traded in the Baltic Secondary List of Nasdaq Vilnius stock exchange.
On 30 June 2023 the Company did not have employees.
2 Accounting policies
Basis of preparation
The interim condensed financial statements for the 6 months ended 30 June 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements as at 31 December 2022.
Significant accounting policies
The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2022, except adoption of new Standards and Interpretations as of 1 January 2023, noted below.
A number of new or amended standards became applicable for the current reporting period:
- − Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting policies (effective for annual periods beginning on or after 1 January 2023);
- − Amendments to IAS 8: Definition of Accounting Estimates (effective for annual periods beginning on or after 1 January 2023);
- − Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for annual periods beginning on or after 1 January 2023);
- − IFRS 17 Insurance Contracts (effective for annual periods beginning on or after 1 January 2023).
The amendments to existing standards are not relevant to the Company.
3 Accounting estimates and judgements
3.1 Judgements
1.1
In the process of applying the Company's accounting policies, management has made the following judgements that had the most significant effect on the amounts recognised in these financial statements:
Investment entity status
The management periodically reviews whether the Company meets all the definition criteria of an investment. In addition, the management assesses the Company's business objective (Note 1), investment strategy, origin of income and fair value valuation techniques. According to the management, the Company met all the definition criteria of an investment entity throughout all the periods presented in these financial statements.
3.2 Accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
The significant areas of estimation used in the preparation of these financial statements is discussed below.
Fair value of investments that are not traded in an active market
Fair values of investments in subsidiaries that are not traded in an active market are determined by using valuation techniques, primarily earnings multiples, discounted cash flows and recent comparable transactions. The valuation techniques used to determine fair values are periodically reviewed and compared against historical results to ensure their reliability.
Details of the inputs and valuation models used to determine Level 3 fair value are provided in Note 4.
Provision for success fee and accrued part of management fee
If the conditions provided for in the Company's Articles of Association are met, the Company has an obligation to pay a success fee and a cumulative part of the management fee to the Management Company. 30 June 2023 and 31 December 2022 there were no provision made for the success fee and the accrued portion of the management fee.
The Company estimates that the best estimate of the provision for the performance fee and the accrued management fee is the excess of the actual earnings over the minimum return barrier that would have been paid to the Management Company if the Company had sold all its investments at the balance sheet date at the fair value of the investments determined in the balance sheet. This method of calculation is based on the assumption that the fair value of the investment presented in the balance sheet is the best estimate of the possible selling price of the investment at the balance sheet date. If the actual selling price of the investment were 5 % higher, the amount of the provision would not change (would not be formed).
4 Financial assets at fair value through profit or loss
1.1
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- - Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
- Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly;
- Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
The Company's financial assets at fair value through profit or loss included assets attributed to Level 3 in the fair value hierarchy. The Company has no Level 1 or Level 2 instruments.
The table below presents the Company's direct and indirect investments in unconsolidated subsidiaries as at 30 June 2023 and at 31 December 2022:
| Shares (voting rights) | |||
|---|---|---|---|
| Country of | held directly/indirectly | ||
| Name | incorporation | by the Company, (%) | Profile of activities |
| Novian UAB | Lithuania | 100 | Investing in IT companies |
| Novian Technologies UAB* | Lithuania | 100 | Information technology solutions |
| Novian Esti OU* ** | Estonia | 100 | Information technology solutions |
| Andmevara SRL* | Moldova | 100 | Information technology solutions |
| Zissor AS* | Norway | 100 | Information technology solutions |
| Novian Systems UAB* ** | Lithuania | 100 | Information technology solutions |
| Elsis PRO UAB* | Lithuania | 100 | Information technology solutions |
| Andmevara AS* | Estonia | 100 | Information technology solutions |
| NRD Companies AS | Norway | 100 | Information technology solutions |
| NRD Systems UAB* | Lithuania | 95.91 | Information technology solutions |
| Etronika UAB* | Lithuania | 90 | Information technology solutions |
| Norway Registers Development AS (with NRD AS Lithuania) * Norway Registers Development |
Norway | 100 | Information technology solutions |
| Rwanda Ltd* | Rwanda | 100 | Information technology solutions |
| Infobank Uganda Ltd* | Uganda | 30 | Information technology solutions |
| NRD CS UAB | Lithuania | 100 | Information technology solutions |
| NRD Bangladesh Ltd* | Bangladesh | 100 | Information technology solutions |
| FINtime UAB | Lithuania | 100 | Business process outsourcing |
* These entities were indirectly controlled by the Company as at 30 June 2023 and 31 December 2022.
** As of 7 June 2022, Admevara Services OU has changed its name to Novian Esti OU
The Company conducts an independent valuation of its investments in subsidiaries when preparing the annual financial statements. As at 31 December 2022, the valuation was carried out by Deloitte Verslo Konsultacijos UAB using the income approach, except for the valuation of FINtime UAB, the net asset value method was used for the full valuation of the company which was considered the most suitable for the company. In the opinion of the management, the fair value of investments was determined appropriately using the inputs and ratios properly selected and reasonably reflecting the investments. The fair value of investments was determined in compliance with the International Valuation Standards approved by the International Valuation Standards Council. For the income approach, the discounted cash flow method was used. It was based on free cash flow forecasts made by management for the period of 5 years.
30 June 2023
As market conditions and other preconditions used in the valuation did not change significantly during the first six months of 2023, when preparing preliminary operating results for the six months of 2023, the Company measured the fair value of investments using the values determined as at 31 December 2022 adjusted by the net profit or loss of its investments and declared dividends to the Company that occurred during the period.
4 Financial assets at fair value through profit or loss (cont'd)
The preliminary fair values of the Company's unconsolidated subsidiaries were as follows:
| Name | At 30 June 2023 | At 31 December 2022 | |
|---|---|---|---|
| Novian UAB Group* | 16,831 | 17,618 | |
| NRD Group** | 7,547 | 7,289 | |
| NRD CS UAB | 9,697 | 9,876 | |
| FINtime UAB | 147 | 158 | |
| Total | 34,222 | 34,941 |
* Novian UAB group consisted of Novian UAB together with the entities controlled by it – Novian technologies UAB, Novian Esti OU, Andmevara AS, Andmevara SRL, Zissor AS, Novian systems UAB.
** Includes all NRD Group companies
1.1
The subsidiaries of the Company as at 30 June 2023 did not have any significant restrictions on the repayment of dividends to the Company from non-consolidated subsidiaries or the Company's loans to unconsolidated subsidiaries with the exception of Novian UAB subordination agreement which has been signed between the Company, Novian UAB and Citadele Bank regarding the loan agreement that was signed on 26 November 2021 and the amendment 23 May 2022 m. . The repayment term of Citadele bank credit is 31 May 2024 whereas the loan repayment to The Company is 31 October 2025.
Due to changes in the fair value of subsidiaries of the Company, the Company may incur losses.
Information about dividends is described in Note 11.
The table below presents movements in Level 3 financial instruments during the first six months of 2023:
| Opening balance at 1 January 2023 | 34,941 |
|---|---|
| Unrealized gains and losses for the reporting period recognized in the income | (719) |
| statement for assets managed at the end of the reporting period | |
| Closing balance at 30 June 2023 | 34,222 |
As at 31 December 2022
The subsidiaries of the Company as at 31 December 2022 did not have any significant restrictions on the repayment of dividends to the Company from non-consolidated subsidiaries or the Company's loans to unconsolidated subsidiaries with the exception of Novian UAB subordination agreement which has been signed between the Company, Novian UAB and Citadele Bank regarding the loan agreement that was signed on 18 October 2021. The repayment term of Citadele bank credit is 31 May 2023 whereas the loan repayment to The Company is 31 October 2025.
Due to changes in the fair value of subsidiaries of the Company, the Company may incur losses.
Information about dividend is presented in Note 11.
The table below presents movements in Level 3 financial instruments during 2022:
| Opening balance at 1 January 2021 | 35,365 |
|---|---|
| Unrealized gains and losses for the reporting period recognized in the income statement for assets managed at the end of the reporting period |
(424) |
| Closing balance at 31 December 2021 | 34,941 |
4 Financial assets at fair value through profit or loss (cont'd)
1.1
The table below shows the fair value (Level 3) valuation methods of the investments in subsidiaries, the input data used and the sensitivity analysis for changes in input data 31 December 2022:
| Name | Fair value, EUR '000 |
Valuation technique |
Inputs | Input value |
Reasonable possible shift -/+ |
Change in valuation +/- |
|---|---|---|---|---|---|---|
| Novian Group |
Discounted cash flow |
Weighted average cost of | 9.8% | -/+ 0.5 % | 1,165/(1,023) | |
| capital Long-term growth rate |
2.0% | -/+ 0.5 % | (693)/788 | |||
| 17,618 | Free cash flows | - | -/+ 10 % | (1,587)/1,587 | ||
| Discount for lack of marketability |
12.8% | -/+ 2 % | 322/(322) | |||
| 5y revenue growth rate | - | -/+ 0.5 % | (397)/403 | |||
| Weighted average cost of | 10.7% | -/+ 0.5 % | 433/(386) | |||
| capital Long-term growth rate |
2.0% | -/+ 0.5 % | (270)/302 | |||
| NRD Group | 7,289 | Discounted | Free cash flows | - | -/+ 10 % | (674)/674 |
| cash flow | Discount for lack of marketability |
14.0% | -/+ 2 % | 171/(171) | ||
| 5y revenue growth rate | - | -/+ 0.5 % | (135)/137 | |||
| NRD CS UAB |
Discounted cash flow |
Weighted average cost of | 10.8% | -/+ 0.5 % | 530/(473) | |
| capital Long-term growth rate |
2.0% | -/+ 0.5 % | (346)/388 | |||
| 9,876 | Free cash flows | - | -/+ 10 % | (869)/869 | ||
| Discount for lack of marketability |
14.1% | -/+ 2 % | 230/(230) | |||
| 5y revenue growth rate | - | -/+ 0.5 % | (153)/155 | |||
| FINtime UAB | 158 | Net assets value |
N/A | N/D | N/A | N/D |
| Total: | 34,941 |
The fair value was based on discounted cash flow method, which was selected by the external valuator as the best representation of the company specific development potential, except for FINtime UAB where net assets value method was used. Different method was selected as at the current moment the entity do not expect to generate significant free cash flows. Due to the limited number of comparable companies and transactions, lack of reliability of the market data and limited comparability of peers, the results of the guideline public companies and transaction methods were used as a supplementary analysis and were provided only for illustrative purposes in valuation report.
Cash flow projections made by Company management for the period of 5 years (2023-2027) were used as a basis in the income method. Free cash flows were calculated as operating profit after tax plus depreciation/amortisation of property, plant and equipment and intangible assets, plus or minus changes in working capital and minus capital expenditure. The resulting value was adjusted by discount for lack of marketability and the amount of surplus assets/liabilities. As part of the valuation process, valuator had analysed items presented on the balance sheet of each company and had identified assets and liabilities, which can be treated as surplus assets (e.g. net working capital above normalised level, non-operating cash balances, loans to related parties) and debt/debt like items; all of which were adjusted when arriving at equity value of the company.
In the opinion of the management, the fair value was determined appropriately using the inputs and ratios properly selected and reasonably reflecting the investments.
5 Cash and cash equivalents
1.1
| At 31 December 2022 | |
|---|---|
| 285 | 733 |
| 285 | 733 |
| At 30 June 2023 |
All Company's cash and cash equivalents comprised funds in the bank's current accounts.
6 Other receivables
| At 30 June 2023 | At 31 December 2022 |
|---|---|
| 250 | - |
| 56 | - |
| - | |
| - | |
| - | |
| 306 | - |
| 306 - - |
The credit quality of the Company's receivables can be estimated from the aging analysis below:
| Receivables not past due and not impaired |
Less than 30 days |
30 to 90 days |
90 to 180 days |
More than 180 days |
Receivables impaired |
Total | |
|---|---|---|---|---|---|---|---|
| As at 30 June 2023 | |||||||
| Dividends receivable | 250 | - | - | - | - | - | 250 |
| Expected credit losses Amounts receivable under stock |
- | - | - | - | - | - | - |
| option contracts | 56 | - | - | - | - | - | 56 |
| Other receivables less expected credit losses |
306 | - | - | - | - | - | 306 |
| As at 31 December 2022 | |||||||
| Dividends receivable | - | - | - | - | - | - | - |
| Expected credit losses | - | - | - | - | - | - | - |
| Prepayments and other receivables Other receivables less expected |
- | - | - | - | - | - | - |
| credit losses | - | - | - | - | - | - | - |
As at 30 June 2023 and 31 December 2022, the Company did not have receivables that was due. As at the reporting date, for receivables neither past due nor impaired there were no indications that the debtors will fail to fulfil their liabilities in due time. The maximum exposure to credit risk as at the reporting date is equal to the carrying amount of each group of receivables indicated in the table above.
7 Loans
1.1
| At 30 June 2023 | At 31 December 2022 | |
|---|---|---|
| Classiffied as non-current asset | 1,895 | 1,895 |
| Loans | 1,895 | 1,895 |
| Accrued interest | - | - |
| Classiffied as current asset | 1,339 | 878 |
| Loans | 1,100 | 750 |
| Accrued interest | 239 | 128 |
| Total value of bonds | 3,234 | 2,773 |
As at 30 June 2023, the Company has granted a long-term loan of EUR 1,895 thousand to Novian UAB. Loan is accounted for at amortized cost as it is considered to be held for cash flow interest payments and principal repayments only. The loan shall be repaid in full no later than 31 October 2025. Interest for using the loan is paid at the end of each year. The first interest payment deadline is 31 December 2023.
As at 30 June 2023, the Company has granted short-term loans to Novian UAB EUR 1,100 thousand. The loans and accrued interests shall be repaid in full no later than 31 January 2024, exept part of loan (EUR 150 thousand) shall be repaid no later than 30 September 2023
On June 30, 2022, the Company has granted long-term and short-term loans to Novian UAB. Loans are accounted for at amortized cost as they are considered to be held for cash flow interest payments and principal repayments only. Loan of EUR 1,950 thousand and accrued interests shall be repaid in full no later than 31 October 2023. Loan of EUR 550 thousand and accrued interests shall be repaid in full no later than 30 September 2022.
8 Reserves
As at 30 June 2023, the Company's reserves consisted of the reserve for acquisition of own shares amounting to EUR 9,800 thousand, share based payment reserve amounting to EUR 178 thousand and legal reserve amounting to EUR 354 thousand (accordingly EUR 9,800 thousand, EUR 103 thousand and EUR 354 thousand as at 31 December 2022).
Legal reserve
Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The reserve can be used only to cover the accumulated losses.
Reserve for acquisition of own shares
Reserve for acquisition of own shares is formed for the purpose of acquiring own shares in order to keep their liquidity and manage price fluctuations. It is formed from profit for appropriation. The reserve cannot be used to increase the share capital. The reserve is reduced upon annulment of own shares. During the ordinary general meeting of shareholders, the shareholder may decide to transfer the amounts not used for acquisition of own shares to the retained earnings. The Company's management did not have a formally approved programme for buy-up of its own shares as at the reporting date.
Share-based payments reserve
The Company has entered into agreements with four of its subsidiaries to grant shares to their employees for consideration paid by the respective subsidiary. As at 30 June 2023 the Company had EUR 56 thousand receivable under the stock option contract. 31 December 2022 the Company has received all payments for reserved shares.
8 Reserves (cont'd)
1.1
Set out below are summaries of options granted by the Company:
| Number of shares Exercise price per share | |
|---|---|
| - | - |
| 27,340 | 2.74 |
| - | - |
| - | - |
| 27,340 | 2.74 |
| 11,667 | 2.69 |
| (436) | 2.74 |
| (221) | 2.69 |
| (637) | 2.74 |
| (250) | 2.69 |
| 37,463 | - |
| 27,500 | 2.05 |
| (13) | 2.74 |
| (5) | 2.69 |
| (18) | 2.74 |
| (7) | 2.69 |
| 64,920 | - |
9 Other short term liabilities
| Payable amounts | At 30 June 2023 | At 31 December 2022 |
|---|---|---|
| Management Fee | 121 | 131 |
| Depository Fee | 9 | 14 |
| Audit expenses accrual | 8 | 11 |
| Other payable amounts | 3 | 21 |
| Total other short liabilities | 141 | 177 |
10 Net Asset Value (non-IFRS measure)
| At 30 June 2023 | At 31 December 2022 | |
|---|---|---|
| Net asset value, total, EUR | 37,906,286 | 38,270,309 |
| Net asset value per share, EUR | 3.1409 | 3.1711 |
11 Dividend and interest income
During the six month of 2023 NRD CS UAB has declared EUR 500 thousand dividends. 30 June 2023 there were 250 thousand of receivables dividends.
During the six month of 2022 the following companies have declared dividends: Novian UAB – EUR 300 thousand and NRD CS UAB – EUR 500 thousand. 30 June 2022 there were 300 thousand of receivables dividends.
| Income | I Half Year 2023 | I Half Year 2022 |
|---|---|---|
| Interest | 132 | 41 |
| Dividends | 500 | 800 |
| Income total | 632 | 841 |
12 Other operating expenses
1.1
| I Half Year 2023 | I Half Year 2022 | |
|---|---|---|
| Professional services | 63 | 45 |
| Depository fees | 19 | 21 |
| Stock exchange and securities fees | 12 | 12 |
| Audit services | 8 | 6 |
| Other operating expenses | 1 | 2 |
| Other operating expenses total | 103 | 86 |
13 Earnings per share
Basic earnings per share are calculated by dividing net profit for the period attributable to equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
The weighted average number of shares on 30 June 2023 and 2022 was as follows:
| Calculation of weighted average for I half year 2023 |
Number of shares (thousand) |
Par value (EUR) |
Issued/18 1 (days) |
Weighted average (thousand) |
|---|---|---|---|---|
| Shares outstanding as at 31 December 2022 | 12,068 | 0.29 | 181/181 | 12,068 |
| 11 April 2023 | (0,025) | 0.29 | 101/181 | (0,014) |
| Shares outstanding as at 30 June 2023 | 12,068 | 0.29 | 12,068 | |
| Calculation of weighted average for I half year 2022 |
Number of shares (thousand) |
Par value (EUR) |
Issued/18 1 (days) |
Weighted average (thousand) |
| Shares outstanding as at 31 December 2021 | 12,067 | 0.29 | 181/181 | 12,068 |
| 6 January 2022 | (0,210) | 0.29 | 6/181 | (0,007) |
| 4 March 2022 | (0,116) | 0.29 | 63/181 | (0,040) |
| 28 April 2022 | (0,128) | 0.29 | 118/181 | (0,083) |
| 29 June 2022 | (0,174) | 0.29 | 180/181 | (0,114) |
| Shares outstanding as at 30 June 2022 | 12,067 | 0.29 | 12,068 |
| I Half Year 2023 | I Half Year 2022 | |
|---|---|---|
| Net profit (loss) attributable to the equity holders of the parent entity (EUR | ||
| '000) | (440) | 1,277 |
| Weighted average number of ordinary shares (thousand) | 12,068 | 12,068 |
| Basic earnings per share (EUR) | (0.04) | 0.11 |
14 Related-party transactions
1.1
The related parties of the Company are subsidiaries, shareholders who have significant influence (Note 1), key managers, key managers and shareholders with significant influence, controlled or jointly controlled entities. Under IAS 24, AB "Invalda INVL" and its controlled companies (hereinafter - Other related parties) are also classified as related parties.
The Company's transactions with other related parties during 6 months 2023 and outstanding balances as at 30 June 2023 were as follows:
| Revenue and other income from related parties |
Purchases (including provision) and interest from related parties |
Receivables from related parties |
Payables to related parties (excluding provision) |
|
|---|---|---|---|---|
| UTIB "INVL Technology" subsidiaries |
||||
| Loans granted to subsidiaries | - | - | 2,995 | - |
| Interest on loans granted to subsidiaries |
132 | - | 239 | - |
| Dividends | 500 | - | 250 | - |
| Disposal of own shares | (19) | - | 56 | - |
| Management company UAB "INVL Asset management" |
||||
| Management fee | - | 250 | - | 121 |
| 651 | 250 | 3,540 | 121 |
Changes in loans granted to subsidiaries during 2023:
| At 1 January 2023 | 2,773 |
|---|---|
| Interest charged | 132 |
| Interest received | (21) |
| Loans granted | 850 |
| Loans returned | (500) |
| At 30 June 2023 | 3,234 |
The Company's transactions with other related parties during 6 months 2022 and outstanding balances as at 30 June 2022 were as follows:
| Revenue and other income from related parties |
Purchases (including provision) and interest from related parties |
Receivables from related parties |
Payables to related parties (excluding provision) |
|
|---|---|---|---|---|
| UTIB "INVL Technology" subsidiaries |
||||
| Loans granted to subsidiaries | - | - | 2,445 | - |
| Interest on loans granted to subsidiaries |
41 | - | 55 | - |
| Dividends | 800 | - | 300 | - |
| Disposal of own shares | 31 | - | - | - |
| Management company UAB "INVL Asset management" |
||||
| Performance fee | - | (2,339) | - | |
| Management fee | - | 313 | - | 159 |
| 872 | (2,026) | 2,800 | 159 |
15 Related-party transactions (cont'd)
1.1
Changes in granted loans during first half of 2022:
| As at 1 January 2022 | 1,189 |
|---|---|
| Interest charged | 41 |
| Interest received | - |
| Loans repaid | - |
| Loans granted | 1,270 |
| As at 30 June 2022 | 2,500 |
16 Financial instruments by category
The Company's financial assets at fair value through profit or loss consisted of assets in Level 3. The Company has no instruments in Level 1 and 2.
| At amortised cost |
Financial assets at fair value through profit or loss |
Total | |
|---|---|---|---|
| At 30 June 2023 | |||
| Assets as per statement of financial position | |||
| Financial assets at fair value through profit or loss | - | 34,222 | 34,222 |
| Receivables | 306 | - | 306 |
| Loans | 3,234 | - | 3,234 |
| Cash and cash equivalents | 285 | - | 285 |
| Total | 3,825 | 34,222 | 38,047 |
| At amortised cost |
Financial assets at fair value through profit or loss |
Total | |
|---|---|---|---|
| At 31 December 2022 | |||
| Assets as per statement of financial position | |||
| Financial assets at fair value through profit or loss | - | 34,941 | 34,941 |
| Loans | 2,773 | - | 2,773 |
| Cash and cash equivalents | 733 | - | 733 |
| Total | 3,506 | 34,941 | 38,447 |
16 Financial instruments by category (cont'd)
| Financial liabilities at amortised cost | |
|---|---|
| At 30 June 2023 | |
| Liabilities as per statement of financial position | |
| Trade payables | 1 |
| Other current liabilities, excluding taxes and employee benefits | 140 |
| Total | 141 |
| Financial liabilities at amortised cost | |
| At 31 December 2022 | |
| Liabilities as per statement of financial position |
Trade payables 21
1.1
Other current liabilities, excluding taxes and employee benefits 156 Total 177
17 Financial risk management
17.1 Financial risk factors
The risk management function within the Company is carried out by the Management Company in respect of financial risks (credit, liquidity, market, and interest rate risks), operational risk and legal risk. The primary objective of the financial risk management function is to establish the risk limits, and then make sure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of the internal policies and procedures necessary to mitigate the operational and legal risks.
The Company's financial liabilities consisted of trade and other payables. The Company has various categories of financial assets, however, the major items of its financial assets were financial assets at fair value through profit loss consisting of the investments in unconsolidated subsidiaries and cash and cash equivalents.
The Company is being managed in a way that its portfolio companies are operating independently from each other. This helps to diversify the operational risk and to create conditions for selling any controlled business without exposing the Company to any risks.
The Company's business objective is to achieve medium to long-term return on investments in carefully selected unlisted private companies operating in information technology sector.
The main risks arising from the financial instruments are market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), liquidity risk, interest rate risk and credit risk. The risks are described below.
Credit risk
Credit risk arises from cash and cash equivalents, outstanding balances of trade and other receivables, and outstanding balances of loans granted.
With respect to trade and other receivables neither past due nor impaired, there were no indications as at the reporting date that the debtors will fail to fulfil their liabilities in due time, since the Company constantly reviews the balances of receivables. The Company has no significant transactions in a country other than the countries of domicile of the subsidiaries and their investments. All receivables of the Company are from subsidiaries, and their settlement terms are set by the Company itself.
With respect to credit risk arising from other financial assets of the Company (consisting of cash and cash equivalents), the Company's exposure to credit risk arises from default of the counterparty. The maximum exposure to credit risk was equal to the carrying amount of these instruments:
| Assets with no credit rating assigned | At 30 June 2023 | At 31 December 2022 | |
|---|---|---|---|
| Dividends and other receivable | 306 | - | |
| Granted loans with interest | 3,234 | - 2,773 |
|
| Cash and cash equivalents | 285 | 733 | |
| Total current assets | 3,825 | 3,506 |
The Company accepts the services from the banks and the financial institutions which (or the controlling financial institutions of which) have been assigned a high credit rating by an independent rating agency. As at 30 June 2023 the Company's cash balances were held in the financial institutions which have not been assigned individual credit ratings, but the controlling financial institutions of which have been assigned "Prime-1" rating by Moody's agency.
17 Financial risk management (cont'd)
17.1 Financial risk factors (cont'd)
Interest rate risk
1.1
The Company is exposed to the risk of changes in market interest rates primarily due to assets with variable interest rates.
As at 30 June 2023 the Company had loans in total EUR 2,995 thousand. Loan interest rates are variable, the interest rate for long-term loans is base interest rate and 3-month EURIBOR, short-term loans are base interest rate and 6-month EURIBOR and are calculated on the last day of each month.
As at 31 December 2022 the Company had loans in total EUR 2,645 thousand. Loan interest rates are variable, the interest rate for long-term loans is base interest rate and 3-month EURIBOR, short-term loans are base interest rate and 6-month EURIBOR and are calculated on the last day of each month.
Price risk
The Company's investments are susceptible to price risk arising from uncertainties about future values of the investments that are not traded in an active market. To manage the price risk, the Investment committee reviews the performance of the portfolio companies at least on a quarterly basis, and keep regular contact with the management of the portfolio companies for business development and day-to-day operation matters.
As at 30 June 2023, the fair value of the Company's investments exposed to price risk was EUR 34,222 thousand (31 December 2022: EUR 34,941 thousand).
Concentration risk
Through investment diversification and risk management the Company seeks to reduce the risk and prevent potential reduction in the value of investments and create value by selecting investment objects and relying on the experience of other market participants.
The Company manages the Company's portfolio of investment instruments in compliance with the following main principles of diversification:
- investments into Operational Companies which are registered or carry out their activities in the European Union (European Economic Area) Member States, in the Organisation for Economic Cooperation and Development (OECD) member countries and Israel.
- at least 70 per cent of the Net Asset Value is invested directly or through a SPV into the stakes of Operational Companies in order to control or to make a significant impact on such companies.
- the total amount of investments into transferable securities issued by a single person, money market instruments, deposits and liabilities arising out of financial derivatives transactions with that person may not exceed 30 per cent of the Net Asset Value.
- no more than 30 per cent of the Net Asset Value can be invested in:
- o deposits for a term no longer than 12 months which can be collected upon demand in a credit institution, domiciled in an EU Member State or in another state where risk limiting supervision is no less strict than in the European Union
- o financial derivatives which are admitted to trading on the multi-lateral trading facility but not admitted to trading on regulated markets and in which the counterparty in the transactions concluded beyond these markets conform to the criteria established by the Supervisory Authority and is subject to risk limiting supervision and which can be checked and reliably and accurately assessed on a daily basis and sold or otherwise realised for a consideration at any time at their fair value.
Upon the establishment of the Company, its investment portfolio may not meet the set diversification requirements for 4 years after the date on which the Supervisory Authority issued a permit to approve its incorporation documents and to choose the Depository. In the event that, upon the expiration of the set term, the investment requirements shall be violated due to the reasons beyond the control of the Management Company, such non-conformity must be eliminated as soon as possible but no later than within 1 year from the date on which the Management Company became aware of this situation
If the diversification requirements are not complied with for reasons beyond the control of the management company, the requirement must be reinstated within 1 year. In exceptional cases, the time limit may be extended, provided that the supervisory authority is duly informed. In July 2021, the supervisory authority (the Bank of Lithuania) extended this deadline until 2024.
17 Financial risk management (cont'd)
17.1 Financial risk factors (cont'd)
Liquidity risk
1.1
The Company's policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount of committed credit facilities to meet its commitments at a given date in accordance with the strategic plans.
Liquidity risk of the Company is managed by the Management company. The liquidity risk management is divided into long-term and short-term risk management.
The aim of the short-term liquidity risk management is to meet the day-to-day needs for funds. Each subsidiary is independently planning its internal cash flows. Short-term liquidity of the Company is managed through monthly monitoring of the liquidity status at the Company.
Long-term liquidity risk is managed by analysing the cash flow projections by taking into account the potential sources of financing. Before approving a new investment project, the Company evaluates the possibilities to attract the required funding. Based on monthly reports, the Company makes projections of monetary income and expenses over the next one year, thereby ensuring an effective planning of the Company's funding.
The Company's liquidity ratio (total current assets / total current liabilities) as at 30 June 2023 and 31 December 2022 was approximately 13.7 and 9.1, respectively.
As at 30 June 2023 the current assets of the Company were higher than current liabilities by EUR 1,789 thousand. The management of the Company forecasted the cash flows of the Company for 2023 and indicates that the Company will have sufficient funds to cover liabilities, which fall due in 2023
The Company's financial liabilities based on undiscounted contractual payments consisted of:
| Up to 3 | Over 5 | ||||
|---|---|---|---|---|---|
| months | 4 - 12 months | 2 to 5 years | years | Total | |
| Loans to credit institutions with interest | - | - | - | - | - |
| Other current liabilities | 141 | - | - | - | 141 |
| At 30 June 2023 | 141 | - | - | - | 141 |
| Loans to credit institutions with interest | - | - | - | - | - |
| Other current liabilities | 177 | - | - | - | 177 |
| At 31 December 2022 | 177 | - | - | - | 177 |
The company has no liquidity problems and there are no expectations that they will arise in the foreseeable future.
17. 2 Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company carries investments in subsidiaries at fair value, refer to Note 4 for more details.
The Company's principal financial instruments that are not carried at fair value in the statement of financial position are cash and cash equivalents, trade and other receivables, as well as trade and other payables.
The carrying amount of the cash and cash equivalents, trade and other receivables, as well as trade and other payables of the Company as at 30 June 2023 and 31 December 2022 approximated their fair value because they are short-term and the impact of discounting is immaterial.
17 Financial risk management (cont'd)
1.1
17. 3 Capital management
The Company's primary objective when managing capital is to safeguard that the Company will be able to maintain a strong credit health and healthy capital ratios in order to support its business and maximise returns for shareholders. The Company's capital management is conducted through supervision of activities of individual subsidiaries to ensure that their capital is sufficient to continue as a going concern. Management of entities oversee to ensure that the subsidiaries are in compliance with the capital requirements defined in relevant legal acts and loan contracts, and that they provide the Company's management with the necessary information.
The Company's capital comprises share capital, share premium, reserves and retained earnings. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and risks specific to its activity. To maintain or adjust the capital structure, the Company may issue new shares, reduce share capital, and adjust the dividend payment to shareholders.
During 2023 and 2022, no changes were introduced in the objectives of capital management, policies or processes.
The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Lithuanian Law on Companies. As at 30 June 2023 and 31 December 2022 the Company complied with this requirement.
18 Events after the reporting period
No post-reporting events occurred from the date of preparation of the interim financial statements to the date of issuance of the interim financial statements.


SPECIAL CLOSED-ENDED TYPE PRIVATE CAPITAL INVESTMENT COMPANY'S
INVL Technology
INTERIM REPORT FOR 6 MONTHS OF 2023
Translation note:
This version of the Interim Report for 6 months of 2023 is a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation.
Contents
| FOREWORD OF THE MANAGING PARTNER OF INVL TECHNOLOGY | 28 |
|---|---|
| I. GENERAL INFORMATION | 29 |
| 1. Reporting period for which the report is prepared | 29 |
| 2. General information about the Issuer and other companies comprising the Issuer's group | 29 |
| 2.1. Information about the issuer | 29 |
| 2.2. Information on company's goals, philosophy and strategy | 29 |
| 2.3. Information about the Issuer's group of companies | 30 |
| 2.3.1. Structure of the portfolio companies of INVL Technology | 31 |
| 2.3.2. Geography of INVL Technology's portfolio companies | 32 |
| II.INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY | 33 |
| 3. Key figures of INVL Technology | 33 |
| 3.1. Net Asset Value, EUR | 33 |
| 3.2. Key figures of INVL Technology, thous. EUR | 33 |
| 3.3. Financial assets, thous. EUR | 34 |
| 3.4. Dynamics of the value of financial assets, thous. EUR | 34 |
| 3.5. Change in fair value of financial assets, thous. EUR | 34 |
| 3.6. Key figures of INVL Technology portfolio companies | 35 |
| 4. Significant Issuer's events during the reporting period, effect on the financial statement | 36 |
| 5. Significant events of portfolio companies during reporting period | 38 |
| 5.1. GovTech and FinTech companies | 38 |
| 5.2. Software development, IT infrastructure and managed IT services and digitization companies | 43 |
| 5.3. Cybersecurity company | 55 |
| III. INFORMATION ABOUT SECURITIES | 59 |
| 6. The order of amendment of Issueer's Articles of Association | 59 |
| 7. Structure of the authorized capital | 59 |
| 8. Trading in Issuer's securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated market |
59 |
| 9. Shareholders | 62 |
| 9.1. Information about shareholders of the Company | 62 |
| IV. ISSUER'S MANAGEMENT BODIES | 64 |
| 10. Structure, authorities, the procedure for appointment and replacement | 64 |
| 11. Information about members of the Board of the Management Company, general manager, members of the Investment Committee and member of the Supervisory Board of the Company |
65 |
| 12. Information about the Audit Committee of the company | 71 |
| 12.1. Structure of the Audit Committee | 71 |
| 13. Information on the Issuer's payable management fee, the amount calculated by the Issuer, other assets transferred and guarantees granted to the Company's bodies and company providing accounting services |
72 |
| V. OTHER INFORMATION | 73 |
| 14. References to and additional explanations of the data presented in the annual financial statements | 73 |
| 15. Agreements with intermediaries on public trading in securities | 73 |
|---|---|
| 16. Information on Issuer's branches and representative offices | 73 |
| 17. Information about agreements of the Company and its managing bodies, members of the formed committees, or the employees' agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason or their employment is terminated in view of the change of the control (official offering) of the Company. |
73 |
| 18. Description of principle advantages, risks and uncertainties | 73 |
| 19. Description of principal investments made during the reporting period | 73 |
| 20. Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease to be valid if there was a change in issuer's controlling shareholder, and their effect, unless, the nature of the arrangements and their disclosure would cause serious harm to the issuer |
73 |
| 21. Information related to the compliance with the Governance Code | 73 |
| 22. Information on the related parties' transaction | 73 |
| 23. The effect of Russia's war against Ukraine and the imposed sanctions on the Issuer | 73 |
| 24. Information related to sustainability | 73 |
| 25. Information regarding transactions with related parties | 74 |
| 26. Employees | 74 |
FOREWORD OF THE MANAGING PARTNER OF INVL TECHNOLOGY
INVL Technology's business holdings revenue up 34% at EUR 29 million

As at end of June this year, the equity and net asset value of INVL Technology amounted to EUR 37.9 million and have decreased by 0.95% since the beginning of the year. The equity value per share declined accordingly to 3.1409 by the end of the reporting period.
The company's net loss in the first half of 2023 stood at EUR 0.44 million, compared to a net profit of EUR 1.28 million in the same period last year. Decrease of success fee provision of EUR 2.3 million had a positive impact on the 2022 H1 results.
The strong performance of the business holdings in the first half year and contracts signed with international customers allow the companies NRD Companies and NRD Cyber Security to anticipate a fast growth rate, higher profitability and a significant value gain this year.
The companies of the Novian group, which mostly operate in the Baltic and Nordic countries, are expected to achieve somewhat more moderate results.
INVL Technology carries out a full financial valuation of its assets at the end of the financial year. The company's business outlook and value dynamics are reflected in the interim reports of the holdings.
Performance of business holdings
The aggregated revenue of the companies managed by INVL Technology amounted to EUR 29 million in the first half of 2023, having increased by 34.2% year-on-year. Their gross profit grew by 42.4% to EUR 8.1 million during the comparative period, while the aggregated EBITDA reached EUR 1 million, respectively an increase of 9.2 times.
The revenue of these companies generated in Lithuania accounted for 58% of the total and came to EUR 16.8 million, showing a 13.3% increase in H1 year-on-year, while the revenue outside Lithuania grew by 79.3% to EUR 12.3 million, respectively.
INVL Technology manages NRD Cyber Security (a cybersecurity company), NRD Companies (a GovTech company) and Novian (a Baltic IT company).
During the reporting period, enterprises of NRD Companies posted a consolidated revenue of EUR 6.2 million, almost doubling it year-on-year. The group's EBITDA amounted to EUR 0.6 million, respectively, reversing a negative result of EUR 0.4 million reported a year earlier.
The consolidated revenue of NRD Cyber Security reached EUR 2.8 million in the first half of 2023, a 13.7% increase year-on-year, while EBITDA climbed by 52.7% to EUR 0.4 million, respectively.
In the first half of 2023, the Novian group reported an aggregated revenue of EUR 18.5 million, up 27.6% from the same 2022 period. The group's EBITDA reached EUR 0.2 million, a rise of 25.9%, respectively.
Kazimieras Tonkūnas,
Managing Partner at INVL Technology
I. General Information
1. Reporting period for which the report is prepared
This Interim Report of public joint-stock special closed-ended type private capital investment company "INVL Technology" (hereinafter – "the Company", "INVL Technology" or "the Issuer") is prepared for the period from 1 January 2023 until 30 June 2023. The report also includes important events of the company and group occurring after the end of the reporting period. The report was not audited.
2. General information about the Issuer and other companies comprising the Issuer's group
2.1. Information about the issuer
| Name of the Issuer | Special closed-ended type private capital investment company INVL Technology |
|---|---|
| Code | 300893533 |
| Address | Gynėjų St. 14, LT01109 Vilnius, Lithuania |
| Telephone | +370 5 279 0601 |
| [email protected] | |
| Website | www.invltechnology.lt |
| LEI code | 5299006UHD9X339RUR46 |
| Legal form | Public joint-stock company |
| Type of the company | Closed-ended type investment company |
| Date and place of registration | 27 June 2007; Register of Legal Entities |
| Date on which the supervisory authority approved the documents on the formation of the collective investment undertaking |
14 July 2016 |
| Period of activity of the Company | Till 14 July 2026 (+2 years) |
| Register in which data about the Company are accumulated and stored |
Register of Legal Entities |
| Management company | INVL Asset Management UAB, code 126263073, licence No. VĮK-005 |
| The depository | SEB Bank, AB, code 112021238, bank licence No. 2 |
2.2. Information on company's goals, philosophy and strategy
INVL Technology is a specialized company which invests in IT businesses. With investment and development of information technology businesses, INVL Technology contributes to innovations in countries, sectors and companies, as well as advancement of the society.
INVL Technology is managed by the company INVL Asset Management which adheres to the Principles for Responsible Investment. The PRI, founded in 2006 and supported by the UN, aims to assess the investment implications of environmental, social and governance (ESG) factors.
A strategy of INVL Technology is to invest in national-level European IT businesses with high globalization potential and grow them into global players by utilizing the sales channels and intellectual capital of the managed companies.
INVL Technology's management aims to reduce constraints on the value growth of the managed companies by lowering entry barriers to new markets, accelerating product development, and shortening the learning curve.
INVL Technology finances, controls and supports responsible development of intangible assets in the managed companies. It considers companies' products, experience, research and development projects, project companies' knowledge, expertise in fast growing markets and customer relationships as strategically important for the growth of the value of financial assets.
Intellectual capital is the property of the managed companies. Its commercialization is a principal part of the companies' transformation strategy.
Managed companies have to operate efficiently and grow faster than the sector. Their cooperation is based on market relations. However, managed companies have priority access to each other's know-how and experience.
2.3. Information about the Issuer's group of companies
INVL Technology is structured into three company groups:
| NRD Companies: a global GovTech player. NRD Companies is a group of GovTech and FinTech companies specializing in the design, development/build and operationalization of e-registers and government e-services. With offices in Norway and Lithuania and over 100 employees, the company has delivered projects in more than 50 countries. NRD Companies is a parent company for the following subsidiary corporations: Norway Registers Development AS, NRD Systems, ETRONIKA, Infobank Uganda. More informa tion: www.nrdcompanies.com. |
|---|
| Novian: a leading Baltic IT company. Novian is a Baltic software development, IT in frastructure, managed IT services and digitization company. With offices in 6 countries and its HQ in Vilnius, it employs more than 250 people and has delivered projects in al most 50 countries. |
| Companies: |
| Novian UAB; • In the technologies area: Novian Technologies UAB, Novian Eesti OÜ, Andmevara • SLR, and Norway Registers Development Rwanda Ltd; In the software services area: Novian Systems UAB and Elsis PRO UAB; • In the area of media monitoring and digitization services: Zissor AS. • |
| NRD Cyber Security: a cybersecurity company. NRD Cyber Security is a company focused on cybersecurity incident response. With an office in Bangladesh and its HQ in Vilnius, it employs more than 40 people and has delivered projects in over 40 countries. |
| Companies: |
| NRD CS UAB (NRD Cyber Security); • NRD Bangladesh. • |
Also:

The group also owns the business process outsourcing company FINtime UAB, which provides centralized financial management, accounting and front-office services and operates the premises of the main office of INVL Technology companies.
2.3.1. Structure of the portfolio companies of INVL Technology
Structure of the portfolio companies of INVL Technology on 30 June 2023

Structure after the reporting period on 28 August 2023

2.3.2. Geography of INVL Technology's portfolio companies

II.INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY
3. Key figures of INVL Technology
3.1. Net Asset Value, EUR
| 31.12.2021 | 31.12.2022 | 30.06.2023 | ||
|---|---|---|---|---|
| NAV | 36,125,378 | 38,270,309 | 37,906,286 | |
| NAV per share | 2.9936 | 3.1711 | 3.1409 |
3.2. Key figures of INVL Technology, thous. EUR
| 6 months of 2021 | 6 months of 2022 | 6 months of 2023 | |
|---|---|---|---|
| Change in the fair value of financial assets | (847) | (1,504) | (719) |
| Dividends, interest and other incomes | 1,422 | 841 | 632 |
| Operating expenses | 7371 | 1,9402 | (353) |
| Net profit (loss) | 1,3121 | 1,2772 | (440) |
| 31.12.2021 | 31.12.2022 | 30.06.2023 | |
| Financial assets value | 35,365 | 34,941 | 34,222 |
| Cash and Cash equivalents | 2,097 | 733 | 285 |
| Loans | 1,189 | 2,773 | 3,234 |
| Other assets | - | - | 306 |
| TOTAL ASSETS | 38,651 | 38,447 | 38,047 |
| Other liabilities | 2,5262 | 177 141 |
|
| Equity | 36,125 | 38,270 37,906 |
|
| TOTAL EQUITY AND LIABILITIES | 38,651 | 38,447 | 38,047 |
1 Decrease of success fee provision had an impact of 1,095 thousand EUR for 6 months of 2021 results.2 Decrease of success fee provision had an impact of 2,339 thousand EUR for 6 months of 2022 results.
Equity of the Company, after the revaluation of financial assets, as of 30 June 2023 was EUR 37.906 million or EUR 3.14 per share (vs EUR 3.17 per share at the end of 2022). The Company's investments in its business holdings as at 30 June 2023 amounted to EUR 34.222 million.
The Company's net asset value as of 30 June 2023 was EUR 37,906,286 or EUR 3.1409 per share. The priority for the owned and managed companies is new product development as well as increasing their capacity for international operations. Experts from the companies have also actively organized and spoken at a variety of events in Lithuania and elsewhere in Europe, East Africa and South Asia, and have worked together with a variety of international organizations to develop new products. This has reinforced the intellectual capital of the companies and laid foundations for growth in value.
3.3. Financial assets, thous. EUR
| Company | 31.12.2022 | 30.06.2023 | |
|---|---|---|---|
| NRD CS (includes NRD Bangladesh) | 9,876 | 9,697 | |
| NRD Companies (includes Norway Registers Development AS, NRD Systems, ETRONIKA, Infobank Uganda) |
7,289 | 7,547 | |
| Novian (includes Novian Technologies, Novian Systems, Elsis PRO and others) | 17,618 | 16,831 | |
| FINtime | 158 | 147 | |
| Total | 34,941 | 34,222 |
3.4. Dynamics of the value of financial assets, thous. EUR
| Company | 31-12-2016* | Dividends (-)/ Investments (+) |
30-06-2023 | Internal rate of return** |
|---|---|---|---|---|
| NRD CS | 1,908 | (1,900) | 9,697 | 34.5% |
| NRD Companies | 2,870 | - | 7,547 | 16.0% |
| Novian | 11,665 | (2,020) | 16,831 | 8.1% |
| Of which | ||||
| Technology and digitization area |
6,691 | (2,409) | 13,922 | 15.5% |
| Software services area | 3,955 | (724) | 2,714 | -2.5% |
| FINtime | 253 | (39) | 147 | -5.3% |
| Total | 16,696 | (3,959) | 34,222 14.2% |
*The companies managed by INVL Technology are grouped according to the structure as of 30-06-2023, including the companies that were in the portfolio at that time. **Initial investment value – evaluation result of 31-12-2016 (INVL Technology as a closed-end investment company started operating on 14-07-2016); dividends paid during the period and additional investments made are evaluated.
3.5. Change in fair value of financial assets, thous. EUR
| Opening balance (31.12.2022) | 34,941 | |
|---|---|---|
| Revaluation, excluding dividends | (219) | |
| Dividends awarded | (500) | |
| Closing balance (30.06.2023) | 34,222 |
*NRD CS declered a dividends of EUR 500,000 and paid EUR 250,000 in 2023.
3.5 "INVL Technology" valdomų įmonių finansiniai rodikliai
3.6. Key figures of INVL Technology portfolio companies
Aggregated indicators of INVL Technology portfolio companies, thous. EUR

| Thous. Eur | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 15,778 | 16,514 | 18,142 | 21,681 | 29,097 |
| Gross profit | 4,200 | 4,604 | 5,919 | 5,723 | 8,149 |
| EBITDA | 622 | 1,333 | 1,701 | 113 | 1,036 |
| EBIT | 12 | 674 | 1,008 | (601) | 308 |
| Net profit (loss) | (163) | 475 | 698 | (718) | (209) |
Revenue of INVL Technology by country, thous. EUR

| Thous. EUR | 2022 6 months | 2023 6 months | Change |
|---|---|---|---|
| Lithuania | 14,809 (68%) | 16,775 (58%) | 1,966 |
| Other countries | 6,872 (32%) | 12,322 (42%) | 5,450 |
| Total | 21,681 | 29,097 | 7,416 |
During the reporting period, the companies owned and managed by INVL Technology conducted operations in more than 54 countries, with 42% of income generated by activities abroad. Operations in Lithuania accounted for 58% of revenue. In the first half of 2023 the owned and managed businesses added activities in new countries including Laos.
4. Significant Issuer's events during the reporting period, effect on the financial statement
Significant events during the reporting period
FINANCIAL REPORTS
- • 6 April 2023 INVL Technology announced that on 31 December 2022 the Net Asset Value of the Company was EUR 38,270,309 million or EUR 3.1711 per share. Moreover, the audited results were announced. Audited net profit of INVL Technology for 2022, was EUR 2.1 million.
- • 28 April 2023 INVL Technology reported preliminary operating results for 3 months of 2023. Equity of the Company and the Company's net asset value as of 31 March 2022 was EUR 37,897,611 or EUR 3.1402 per share. Investments of the Company into managed companies at the end of March 2023 amounted to EUR 34.70 million (EUR 35.01 million – at the end of March 2022). The net loss of the Company for 3 months of 2023 was EUR 0.373 million (net profit for the same period in 2022 was EUR 0.693 million).
GENERAL MEETINGS OF SHAREHOLDERS
- • 13 January 2023 the Company has announced about the convocation of the Extra-ordinary General Meeting of Shareholders on 6 February 2023. The Meeting was held at the premises of the Company, located at Gyneju str. 14, Vilnius. The draft agenda of the General Shareholders Meeting of INVL Technology was announced - which includes the following questions: Presentation of the recommendations of the Company's Management Company regarding the amendment of stock option terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services. Also the agenda of the General Shareholders Meeting included questions regarding the approval an amendment to stock option terms and conditions, approval of stock option terms and conditions, elimination the Supervisory Board and approval of a new version of the Company's Articles of Association, provision of depository services, as well as, election of an audit the annual financial statements and terms of payment for the audit services.
- • 6 February 2023 The resolutions of the Extra-ordinary General Meeting of Shareholders of INVL Technology have been published. The shareholders of the Company were introduced with the recommendations of the Company's Management Company regarding the amendment of stock option terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services. The shareholders have approved the amendment of the terms of the share option, and new terms of the share option. Also the shareholders have decided to eliminate the Company's collegial body with a supervisory function – the Supervisory Board, to envisage in the Company's Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association to replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections of the Articles of Association), as well as to repeal the Supervisory board remuneration policy. Shareholders also approved the conclusion of a contract with the PricewaterhouseCoopers for the audit of the Company's annual financial statements for 2023. This Shareholders Meeting also revoked the resolutions of Company's Shareholders Meeting of 29 April 21 by which it was decided: (a) to change the Company's provider of depository services from AB SEB Bankas (company registration number 112021238) to AB Šiaulių Bankas (company registration number 112025254); (b) to terminate (or otherwise end) the Company's depository services agreement with AB SEB Bankas (company registration number 112021238); (c) to enter into a new depository services agreement between the Company and AB Šiaulių Bankas (company registration number 112025254). The Shareholders have decided that the Depository Services Agreement No. 2016-05 (with all amendments and additions) between the Company and AB SEB Bankas (company registration number 112021238) remains in effect.
- • 6 April 2023 the Company has announced about the convocation of the Ordinary General Meeting of Shareholders on 28 April 2023. The Meeting was held at the premises of the Company, located at Gyneju str. 14, Vilnius. The draft agenda of the Ordinary General Meeting of Shareholders of INVL Technology was announced - which includes the following questions: presentation of the Company's consolidated annual report for 2022, presentation of the independent auditor's report on the financial statements and annual report of the Company, presentation of the Company's investment committee's recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report. The agenda of Ordinary General Meeting of Shareholders also included questions regarding the assent to remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022, approval of the stand-alone financial statements for 2022 of the Company, deciding on profit distribution of the Company, presentation to the Company's Management Company's statement on the share purchase price. As well as, questions regarding the purchase of own shares of the Company, approval of the new wording of Policy on Transactions with Related Parties of INVL Technology, approval of new wording of the Regulations of the Audit Committee, presentation of the activity report of the Audit Committee of the Company.
- • 28 April 2023 The resolutions of the Ordinary General Meeting of Shareholders of INVL Technology have been published. The shareholders were briefed to the Company's consolidated annual report for 2022, to the independent auditor's report on the financial statement and annual report of the Company, to the Company's investment committee's recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report, to the Company's Management Company's statement on the share purchase price, and to the Report of the Audit Committee of the Company. The shareholders have assented to the remuneration report of the Company as a part of the consolidated annual report of the Company for the year 2022, have approved the stand-alone financial statements for 2022 of the Company, have distributed the profit of the Company, have authorized the Management Company to use the formed reserve for the purchase of its own shares. As well as, shareholders have approved the new wording of Policy on Transactions with Related Parties of INVL Technology, and new wording of the Regulations of the Audit Committee.
- • 15 May 2023 the Company has announced about the convocation of the Extra-ordinary General Meeting of Shareholders on 6 June 2023. The Meeting was held at the premises of the Company, located at Gyneju str. 14, Vilnius. The draft agenda of the Ordinary General Meeting of Shareholders of INVL Technology was announced – which includes question regarding the approval of the terms of share options.
• 6 June 2023 The resolutions of the Extra-ordinary General Meeting of Shareholders of INVL Technology have been published. The shareholders have approved the terms of share options.
LEGAL REGULATION
• 10 March 2023 INVL Technology informs that under the provision of the Law on Collective Investment Undertakings of the Republic of Lithuania (hereinafter – CIU), the Company operating under the CIU is under an obligation to have a valid prospectus (hereinafter – the Prospectus) prepared in accordance with the requirements of the CIU or of the Law on Securities of the Republic of Lithuania (hereinafter – LS). Considering that at the time of publication of the information there are no grounds that the Company should prepare and own a prospectus complying with the requirements of the LS, on 8 March 2023, the Management company of the Company approved the updated version of the Prospectus and approved its publication.
INFORMATION ABOUT MANAGED COMPANIES
- • 18 April 2023 Cybersecurity consulting and technology development company NRD Cyber Security, managed by INVL Technology, announced its results of the activity. Income of the NRD Cyber Security grew by 13% giving an increased gross profit of 27% in 2022.
- • 9 May 2023 NRD Companies announced its results of the activity. This global group's of IT companies, managed by INVL Technology, consolidated revenue in 2022 of EUR 8.079 million was up 27% from the previous year. EBITDA decreased to EUR 211 thousand compared to EUR 297 thousand in 2021.
- • 5 June 2023 It was announced The Novian software and IT infrastructure services group's results of activity of 2022. Group had aggregated revenue of EUR 33 million in 2022, which is 27.9% more than previous year. The group's EBITDA for the year was EUR 1.5 million and compared to 2021 contracted 11.8%, while its operating profit was EUR 0.5 million, which is 39.9% less than the year before.
Information regarding key events during the reporting period is published on the Company's website in the section "For Investors" -> "Regulated information" at https:// invltechnology.lt/news/#invl-technology-regulated-information.
5. Significant events of portfolio companies during reporting period
5.1. GovTech and FinTech companies
NRD COMPANIES AS GROUP
NRD Companies is a global IT and consulting group of companies, specializing in governance and economic digital infrastructure development. Headquartered in Norway, the group unites companies operating in FinTech, GovTech and practice-based consulting areas in aiding countries to reach UN sustainable development goals. NRD Companies have a successful track record of implementing projects, such as e-service delivery platforms, national post digitalization, tax administration platforms and other digital solutions, in all 5 continents. The Group is a recognized leader in the industry and is controlled by the INVL Technology UTIB.
NRD Companies is a parent company for the following subsidiary corporations: Norway Registers Development AS, NRD Systems, NRD Bangladesh, ETRONIKA, Infobank Uganda. More information: www.nrdcompanies.com.
NRD Companies group companies
Norway Registers Development AS - is a consulting, project leadership and know-how hub for the group based in Sandvika, Norway.
Norway Registers Development AS Lithuanian Branch is a consulting, project leadership and know-how hub based in Vilnius, Lithuania.
NRD Systems UAB is among the TOP 5 in the world delivering custom software for Registry Solutions. It is an information system development and project delivery company based in Vilnius, Lithuania with core competencies in state registry modernization and state tax systems.
ETRONIKA UAB is among the top 100 most innovative FinTech companies in Europe, offering digital platforms for finance and retail sectors, mobile payments, digital services for point-of-sales terminals, and other services. Company is based in Vilnius, Lithuania.
Infobank Uganda Ltd. (dormant) is a specialized company based in Kampala, Uganda providing information on Ugandan businesses.
NRD Companies strategic directions 2023-2025
• Grow our business profitability in strategic areas:
- Banking, Fintech, Convenience retail in private sector;
- E-Government institutions, Registry Authorities, State Revenue Services and postal services in public sector.
- Position NRD Companies as trusted advisor and solutions provider in its target industries
- Grow and maintain our capacity to deliver innovative, reliable, scalable and secure solutions
- Secure deals and proactively engage with customers/ consultive selling
- Grow our profitability by transitioning to repeatable solutions development as opposed to bespoke projects
- Develop culture to support organization and personal growth and learning.
Products and services
Products and solutions
- GxP Customer-centric public e-service delivery platform. The platform is a tool for governments to proactively support citizens and businesses with e-services throughout their customer. It addresses issues of inter-institutional integrity and allows institutions to independently provide e-services to citizens. GxP provides data-driven insights to transform public e-services in response to changing citizens' needs and patterns of behaviour.
- Consultancy Services NRD Companies provides practice-based advisory and consulting services that respond to the needs of the clients and correlate to emerging trends. The core competencies lie in Digitalization of public services, Development of Business, civil and other registers, Digital ID + Digital Signature, Digital Inclusion, Digital Skills, Digital transformation assessments/audits/roadmaps/strategies.
- URP Unified Registry Platform is an out of the box proprietary platform enabling Registry Authorities to become the Centers of Registries. URP encompasses solutions for business registration, issuing licenses, registration of beneficial owners, registration of secured transactions and any other type of registration and post-registration related services.
-
BUSREG internationally proven company / legal entity registration platform. The platform offers not only a fast solution to the customer, but it can also be easily adapted to the needs of different countries. It improves the accessibility and efficiency of services for businesses and investors.
-
DIGITAL LOANS is a platform for SME and Retail loans used by banks and other financial services providers to increase their loan portfolio in a shorter time, keep the lending management and related costs under control and excel in their operational risk management.
- Banktron an award-winning secure and intuitive digital banking platform. It is easily integrated with the latest FinTech solutions.
- KASU RETAIL an omnichannel solution to manage and accelerate retail business.
- KASU POST is a point of sale, counter automation and retail business management solution for the Post offices, focused on maximising the revenue from non-postal operations – financial services, delivery of public services and delivery of integrated 3rd-party commercial offerings.
- Virtual Fiscal Device Management System (VFDMS) is a new generation online cash register management solution. It addresses the latest VAT tax collection challenges that Tax Authorities face and improves tax revenue collection and reduces informal economy with no burden to businesses.
- KASU Cloud is a full-fledged cash register hardware (cash register), software (cash register application) and sales network management solution provided to the merchant as a service.
| Key profit (loss) items, thous. EUR | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| NRD Companies* | NRD AS** | NRD Systems** | Etronika** | ||||||||
| 2022 H1 | 2023 H1 | 2022 H1 | 2023 H1 | 2022 H1 | 2023 H1 | 2022 H1 | 2023 H1 | ||||
| Revenue | 3,139 | 6,222 | 2,094 | 4,039 | 1,157 | 1,610 | 1,110 | 1,839 | |||
| Gross profit | 1,098 | 2,482 | 700 | 1,481 | 170 | 534 | 406 | 867 | |||
| EBITDA | (359) | 567 | (76) | 236 | (297) | 67 | 36 | 191 | |||
| EBIT | (458) | 450 | (80) | 233 | (347) | 15 | (11) | 130 | |||
| Net profit (loss) | (399) | 394 | (60) | 230 | (331) | (34) | 1 | 124 |
NRD Companies results of 2023 H1
Key balance sheet items, thous. EUR
| NRD Companies* | NRD AS** | NRD Systems** | Etronika** | |||||
|---|---|---|---|---|---|---|---|---|
| 31-12-2022 | 30-06-2023 | 31-12-2022 | 30-06-2023 | 31-12-2022 | 30-06-2023 | 31-12-2022 | 30-06-2023 | |
| Tangible assets | 537 | 591 | 3 | 2 | 237 | 193 | 297 | 395 |
| Intangible assets | 44 | 18 | 22 | 18 | - | - | 23 | - |
| Other non-current assets | 614 | 555 | 535 | 477 | 63 | 63 | 16 | 16 |
| Current assets | 4,972 | 3,463 | 3,615 | 1,358 | 1,544 | 1,387 | 1,894 | |
| of which cash | 264 | 816 | 114 | 427 | 104 | 176 | 28 | 211 |
| Total assets | 6,167 | 6,222 | 4,023 | 4,112 | 1,658 | 1,800 | 1,723 | 2,305 |
| Equity | 1,505 | 1,795 | 865 | 999 | (17) | (51) | 797 | 921 |
| Non-current liabilities | 474 | 597 | 1 | 1 | 210 | 210 | 263 | 386 |
| Of which financial debt | 433 | 556 | 1 | 1 | 210 | 210 | 223 | 346 |
| Current liabilities | 4,188 | 3,830 | 3,157 | 3,112 | 1,465 | 1,641 | 663 | 998 |
| of which financial debt | 358 | 90 | 1 | 1 | 558 | 620 | 63 | 44 |
| Total liabilities and equity | 6,167 | 6,222 | 4,023 | 4,112 | 1,658 | 1,800 | 1,723 | 2,305 |
*The unaudited consolidated results of NRD Companies are presented, which includes the results of the companies presented and the results of NRD Companies. **The standalone financial statements for 2022 of NRD Systems, Etronika are audited. The audit of standalone financial statements for 2022 of NRD Companies, NRD AS are in progress.

"NRD Companies" pagrindiniai finansiniai duomenys, tūkst. EUR*
Consolidated revenue and EBITDA of NRD Companies group, thous. EUR*


| Thous. EUR | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 3,263 | 3,847 | 3,342 | 3,139 | 6,222 |
| EBITDA | 18 | 420 | 204 | (359) | 567 |
NRD Companies revenue by sector

NRD Companies revenue by countries
6 MONTHS OF 2022

Lithuania Belize Estonia Finland Barbados Somalia Latvia Mauritius Cayman islands Tanzania North Macedonia Others (18 countries)

6 MONTHS OF 2023
- Lithuania Zimbabwe
- Sint Maarten
- Belize
- Estonia
- North Macedonia
- Norway
- Moldova
- Anguilla
- Trinidad and Tobago
- Others (17 countries)
| Thous. Eur | 2022 H1 | 2023 H1 | Change |
|---|---|---|---|
| Lithuania | 1,111 (35%) | 2,151 (35%) | 1,040 |
| Other countries | 2,028 (65%) | 4,071 (65%) | 2,043 |
| Total | 3,139 | 6,222 | 3,083 |

SIGNIFICANT EVENTS IN 2023 H1
Structural changes
On the 1st of February, 2023, NRD Companies made structural changes and new appointments aimed at solidifying the group's position as a trusted advisor and solutions provider in its target industries, strengthening its ability to better address customer needs and deliver strategic industry-specific IT solutions and services to markets worldwide.
Effective February 1st, 2023, Arnoldas Jankunas, who has been acting as CEO of ETRONIKA has been appointed as the Chief Digital Solutions Officer of the NRD Companies group. Meanwhile, Andrius Kusas who has been acting as Delivery Manager at ETRONIKA, and Aurelijus Juozapavicius, who has been acting as Delivery Manager at NRD Systems have been appointed as the new CEOs of ETRONIKA and NRD Systems respectively, to help implement this strategy.
This significant management change is aimed at better-aligning delivery processes and addressing customer needs as well as unifying the group's offerings.
The sale of the subsidiary in Rwanda
On April 18, 2023 NRD Companies has announced the sale of its Rwanda-based subsidiary, Norway Registers Development Rwanda Ltd. (NRD Rwanda), to IT services company Novian Technologies.
The decision to sell NRD Rwanda is part of the group's business strategy. NRD Companies continue to focus heavily on work in the African region as it did till now but under a new business model that will allow it to provide even more added value to the customers.
Business environment
In 2023, there has been a notable positive shift in market sentiment. Global organizations like the African Development Bank, World Bank, Asia Development Bank and others have actively supported and funded governments in Africa, the Caribbean, and Southeast Asia. This support has enabled NRD Companies' clients to finance their digital transformation endeavours.
While the Russian aggression in Ukraine caused a significant focus on securing essential resources in 2022, the attention on digital infrastructure and solution development in NRD Companies target markets has rebounded in 2023. As a result, the group signed and started implementing several significant digital transformation contracts. Notable achievements include the development and implementation of a Virtual Fiscalization solution for the Zimbabwe Revenue Authority, a Population Registration platform for the Ministry of Finance, Economic Development, and Investment in Belize, and a Business Registry implementation for the Lao Ministry of Industry and Commerce.
NRD Companies' international business recovery in its target markets has been driven by the resurgence of activities by international funding agencies. Anticipating the future, there is a growing demand in the market as many countries recognize deficiencies in their digital infrastructure and have outlined strategies for improvement. It is expected that international agencies will progressively increase funding for these initiatives, thereby assisting developing countries in reducing the gap in the field of digitization.
SIGNIFICANT PROJECTS IN H1 OF 2023
Zimbabwe Revenue Authority
NRD Companies has started an ambitious project in Zimbabwe aiming to design and implement a virtual ficalization solution for Zimbabwe Revenue Authority (ZIMRA). Within this project NRD Companies helps Zimbabwe National Tax Autgority to modernize fiscalization infrastructure which is now hardware based, fiscal devices. NRD Companies started the development of new Virual Fiscalization solution - Fiscalization Data Management System, based on its proprietary platforms VFDMS. A new system will help to controll tax income and combat tax evasions. It will also support software-based fiscalization and real-time communication with the Tax authority, ZIMRA, which represents a major step forward in the fiscalization rules.
Belize
NRD Companies has started a new digitalization project in Belize for developing and implementing a Digital Civil Registry System. The Strengthening Civil Registry Project, being executed through a collaboration with the Attorney General's Ministry and the Ministry of Finance, Economic Development, and Investment. The project's a key component is the design, development and implementation of a Digital Registry System for the Vital Statistics Unit. The new registry system is envisioned to expedite and facilitate ease of access to government services for the public from the Vital Statistics Unit.
Lao People's Democratic Republic
NRD Companies has started a project of an Electronic Business Registration System (eBRS) development and implementation in Laos. With this strategic country wide project, the Ministry of Industry and Commerce (MoIC) aims to modernize and enhance Business Registration Services for its customers. Newly implemented an online, end-to-end Integrated Electronic Business Registration System will offer fast, efficient, and convenient business registration processes while providing comprehensive information about registration procedures. This eventually will improve business environment in the country and will contribute to economic growth. The system is intended to support those interested in registering businesses in Laos and align with international information provision and exchange standards.
National Recovery Program Bureau (Sint Maarten)
NRD Companies is providing Management Consultancy services and leading the Digital Government Transformation Project for National Recovery Program Bureau in Sint Maarten. The project aims to improve the accessibility, efficiency, and resilience of selected administrative public services for citizens and businesses.
State Tax Inspectorate (Lithuania)
NRD Companies started implementing the project of creation and installation of the subsystem of smart electronic cash registers (i.EKA) of the Tax Inspectorate of the Republic of Lithuania. Over the next few years, Lithuania's domestic companies will have to submit data to the Lithuanian State Tax Inspectorate through the newly created i.EKA subsystem. The virtual fiscalization service will ensure the proper transfer of data from the aforementioned programs to i.EKA, and there will be no need to install special technical receipt signing equipment - a security module - into the devices.
The Ministry of Public Works and the Digital Economy (Commonwealth of Dominica)
The Ministry of Public Works and the Digital Economy of the Commonwealth of Dominica chose NRD Companies to review and shape policy, legislative, and regulatory aspects needed to the implementation of country's digital transformation vision and strategy.
The Ministry of Finance (Trinidad and Tobago)
NRD Companies finished a project for The Ministry of Finance of Trinidad and Tobago. NRD Companies to provide technical consultancy aimed at improving the efficiency of the existing taxation systems, and digitizing and simplifying the process of paying tax obligations by individuals and businesses.
The Government of Guyana
NRD Comapnies continued on creating a strategy for modernizing the organization of state ICT infrastructure in Guyana. It is expected that after implementing the recommendations, the state ICT infrastructure will become the basis for government e-services that will benefit every citizen, particularly those living in remote and underserved areas. The ability to provide online services will help the government better serve citizens in areas of social support, healthcare, education, and other critical services. In the long run, it will set foundations to contribute to UN Sustainable development goals, such as lower poverty, better health and well-being of the population, reduced gender and wealth inequalities and others.
Ministry of Finance (Ghana)
Consultancy services provided to the External Resource Mobilization and Economic Relations Division, Ministry of Finance for developing corporate strategic plan and organisational policy manuals for the Office of the Registrar of Companies (ORC) and the Registrar-General's Department (RGD) and Facilitate the Decoupling of ORC from the RGD, Ghana.
Events in 2023 H1
- 46th International Association of Commercial Administrators (IACA) Conference in Indianapolis, Indiana, May 21 25, 2023.
- "E-Government: Digitalization Progress in Lithuania") an online event for government sector representatives hosted by NRD Companies and Media portal Verslo žinios on April 18th, 2023.
- World Summit on the Information Society forum 2023, (#WSIS), on the 16th of March, 2023 NRD. During the event, where NRD Companies sponsored Lithuanian pavilion, NRD Companies contributed to the international discussion "Small Countries - Global Impact: Digital Journey Tips and Tricks from Lithuania."
- European Business Registry Association (EBRA) conference in Paris on the 14th of April.
- In the beginning of 2023, NRD Companies forged a meaningful partnership with the prominent Lithuanian media portal, Verslo Zinios. The collaboration focuses on the E-Government rubric, aiming to deliver enriching and educational content to local government representatives.
5.2. Software development, IT infrastructure and managed IT services and digitization companies
NOVIAN GROUP
The Novian group's companies work in software services, IT infrastructure, and digitization, offering services and solutions for developing organization's digital advantage. Novian's main areas of focus are digital transformation services, data empowerment, artificial intelligence and robotics solutions.
The Novian group's advantage is its ability to provide integrated IT services and solutions by combining the capabilities of the group's companies and thus giving clients more value. Novian ensures clients get a package of services that is tailored to their needs regardless of which group company they turn to and in which country. Moreover, integration of IT services is extremely relevant for being able to create a needed digital solution fast.
The companies working in the group's software services area are Novian Systems and Elsis PRO in Lithuania. Working in the technologies area are Novian Technologies in Lithuania, Norway Registers Development Rwanda in Rwanda, and Novian Eesti in Estonia. The companies, working in the area of digitization are Novian Technologies, Novian Eesti, Andmevara in Moldova and Zissor in Norway.
The Novian group's companies are certified under ISO 9001 (Novian Technologies, Novian Systems, Elsis PRO, Novian Eesti), ISO 14001 (Novian Technologies, Novian Systems, Elsis PRO), ISO 20000-1 (Novian Technologies, Novian Systems, Elsis PRO), ISO 27001 (Novian Systems, Elsis PRO, Novian Technologies, Novian Eesti).
Long-term objectives of the Novian group:
- Novian is an international group of companies that prioritizes growth and development in Lithuania, Estonia and the Nordic region;
- The Novian group provides products and services that enable the changes involved in digital transformation;
- The Novian group creates added value for clients by helping them achieve their goals: increasing business revenue and improving the quality of public sector services.
Strategic business directions of the Novian group:
- Recurrent IT services managed IT services, SaaS (software as a service);
- Software development services;
- Digitization;
- High performance and cloud computing platforms.
NOVIAN GROUP COMPANIES
Technologies
The Novian companies which operate in the technologies area focus heavily on high-performance computing clusters, opensource cloud technologies, and the provision of highly skilled continuous managed services for the maintenance and support of critical IT infrastructure. They are active in the areas of critical IT infrastructure services and modern digital workplaces. They also offer project management general contracting and other services.
Novian Technologies, the main company working in this field, focuses on new technological opportunities for business and the public sector, smooth IT operations and the alignment of IT infrastructure with new technological possibilities. Also working in the technologies area are Novian Eesti in Estonia and the Rwandan company Norway Registers Development Rwanda.
Software development
The Novian group companies which operate in the area of software services develop information systems as well as business analytics and process automation solutions for business and the public sector. The group's companies focus on developing and modernization of complex customized information systems for state institutions and large and medium-sized companies as well as solutions for business process digitalization and business analytics. They also carry out integrated projects together with the Novian group's other companies.
Novian Systems, a Lithuanian company is recognized as a developer of reliable customized information systems and IT solutions, also provides business analytics and process automation solutions.
The Lithuanian information systems and software developer Elsis PRO, which joined the Novian group in 2021, brings experience in aviation, defense, energy, space technologies, and risk management areas.
Novian's software services professionals are highly experienced in developing tax administration systems and have also worked actively in e-health, environmental protection, smart cities, e-government, risk management and other areas. Their know-how from work with public sector organizations is helpful in identifying solutions for businesses as well.

Digitization
The Novian group's companies have unique technological potential in the region to carry out complex, large-scale digitization projects. That includes their ability to digitize documents in a variety of formats, transfer text and images, and create the needed metadata for further digital use. They can also provide more extensive data empowerment solutions.
Novian companies provide digitization services worldwide. They are involved in the digitalization of archives, publications and libraries. The group's technical capabilities were expanded by the Novian digitization centre in Tallinn, Estonia. The centre is equipped with five types of scanners capable of scanning everything from A4 documents to large, complex old newspapers and maps.
The digitization services are provided by Novian Technologies (Lithuania), Novian Eesti (Estonia), Zissor (Norway), Andmevara (Moldova).
Zissor is a Norwegian company which in the space of 20 years has become a world-leading provider of media monitoring solutions and media digitization software and services. Zissor's digitization software gives libraries, archive institutions and publishers a solution for the digitization of their paper and microfilm archives, including automated segmentation and metadata extraction plus flexible export of images and XML for long-term preservation and search and retrieval. Zissor's media monitoring software gives media monitoring companies a complete end-to-end solution for automatic production of press clippings with automated segmentation of articles and client searching as well as flexible distribution.
For more information – www.novian.io, www.zissor.com.
Novian group results of 2023 H1
| Technologies | Software services | Media monitoring and digitization |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Novian* | Novian Eesti Novian OU/Andmevara Technologies SRL** |
Novian Systems |
Andmevara AS | Elsis PRO | Zissor | |||||||||
| 2022 H1 2023 H1 2022 H1 2023 H1 2022 H1 2023 H1 2022 H1 2023 H1 2022 H1 2023 H1 2022 H1 2023 H1 2022 H1 2023 H1 | ||||||||||||||
| Revenue | 14,497 | 18,494 | 9,594 | 12,975 | 887 | 786 | 1,917 | 2,379 | 141 | 35 | 1,541 | 1,898 | 416 | 337 |
| Gross profit | 3,131 | 3,368 | 1,272 | 1,824 | 686 | 586 | 255 | 122 | 76 | 21 | 501 | 416 | 340 | 316 |
| EBITDA | 162 | 204 | 341 | 686 | 157 | (97) | (155) | (413) | (39) | (63) | 28 | 171 | (23) | (24) |
| EBIT | (344) | (336) | 84 | 396 | 134 | (129) | (225) | (493) | (48) | (63) | (115) | 35 | (26) | (26) |
| Net profit (loss) | (500) | (782) | 22 | 156 | 105 | (185) | (168) | (632) | (75) | (63) | (122) | 17 | (26) | (24) |
Key profit (loss) items, thous. EUR
Key balance sheet items, thous. EUR
| Technologies | Software services | Media monitoring and digitization |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Novian* | Novian Technologies |
Novian Eesti OU/Andmevara SRL** |
Novian Systems |
Andmevara AS | Elsis PRO | Zissor | ||||||||
| 31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
31-12- 2022 |
30-06- 2023 |
|
| Tangible assets | 2,538 | 2,278 | 1,563 | 1,414 | 185 | 186 | 471 | 412 | - | - | 310 | 262 | 7 | 3 |
| Intangible assets | 2,229 | 2,116 | 59 | 45 | 3 | 2 | 1,905 | 1,894 | - | - | 262 | 175 | - | - |
| Other non-current assts |
3,806 | 3,195 | 702 | 102 | 60 | 60 | 2,123 | 2,123 | - | - | 165 | 165 | 100 | 89 |
| Current assets | 11,591 | 12,830 | 6,749 | 7,092 | 511 | 602 | 1,495 | 2,650 | 16 | 4 | 1,754 | 2,119 | 213 | 168 |
| Of which cash | 2,051 | 1,056 | 695 | 269 | 84 | 261 | 86 | 124 | 5 | - | 254 | 224 | 102 | 38 |
| Total assets | 20,164 20,419 | 9,073 | 8,653 | 759 | 850 | 5,994 | 7,079 | 16 | 4 | 2,491 | 2,721 | 320 | 260 | |
| Equity | 4,398 | 3,527 | 2,531 | 2,687 | 184 | 3 | 2,163 | 1,531 | (924) | (987) | 330 | 347 | 209 | 164 |
| Non-current liabilities |
5,367 | 5,374 | 786 | 786 | 115 | 121 | 2,350 | 2,350 | - | - | 221 | 222 | - | - |
| Of which financial debt |
5,181 | 5,188 | 766 | 766 | 115 | 121 | 2,184 | 2,184 | - | - | 221 | 222 | - | - |
| Current liabilities | 10,399 | 11,518 | 5,756 | 5,180 | 460 | 726 | 1,481 | 3,198 | 940 | 991 | 1,940 | 2,152 | 111 | 96 |
| Of which financial debt |
1,321 | 3,323 | 384 | 1,516 | 20 | 63 | 89 | 1,320 | 909 | 949 | 281 | 518 | - | - |
| Total liabilities and equity |
20,164 20,419 | 9,073 | 8,653 | 759 | 850 | 5,994 | 7,079 | 16 | 4 | 2,491 | 2,721 | 320 | 260 |
*Unaudited aggregated operating results of the Novian group are presented, which include the results of the presented companies and the results of Novian UAB and NRD Rwanda. The aggregation of balance sheet items eliminates the value of investments in subsidiaries and the aggregation of income statement data eliminates dividend income. The standalone financial statements for 2022 of Novian Technologies, Novian Systems, Elsis PRO and Zissor AS are audited. **Includes results of Novian Eesti OU and Andmevara SRL.
"Novian" grupės pagrindiniai finansiniai duomenys, tūkst. EUR
Novian group main financial figures, thous. EUR


| Thous. EUR | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 10,502 | 10,547 | 11,553 | 14,497 | 18,494 |
| EBITDA | 294 | 808 | 885 | 162 | 204 |
Novian group revenue by sector

*Excluding revenue from the finance and aviation, aeronautics sectors.
Novian group revenue by country

| Thous. Eur | 2022 H1 | 2023 H1 | Change |
|---|---|---|---|
| Lithuania | 11,010 (76%) | 12,313 (67%) | 1,303 |
| Other countries | 3,487 (24%) | 6,181 (33%) | 2,694 |
| Total | 14,497 | 18,494 | 3,997 |
Novian

Key events
- In the first half of 2023, Novian Technologies participated in the Asia Climate Forum 2023, which was held in Singapore. The company presented HPC solutions for weather forecasting, climate change modeling and early warning systems.
- In February 2023, plans were announced for a merger of the software services company Elsis PRO into Novian Systems.
- On 18 April 2023, a share purchase and sale agreement was signed according to which the company Novian Technologies acquired Rwanda-based Norway Registers Development Rwanda Ltd. (NRD Rwanda) from NRD Companies, a group of companies.
- In May 2023 Novian Technologies' annual conference Technology and Resilience 2023 was held, which focused on the topic of automation.
- In the middle of 2023 the digitization services companies Zissor in Norway and Andmevara in Moldova have been led by new managers. Artūras Milašauskas has assumed the leadership of Zissor. He also works as Innovation Manager of Novian Technologies. Ove Dirdal, who led Zissor, has retired. Asta Urmanavičienė took on the role of CEO at Andmevara SRL, the Moldova-based provider of digitization services. She assumed the position from Aivaras Smirnovas, who became the Chairman of the Board at Andmevara SRL and also continues to work at Novian Technologies.
- In July 2023, the Novian group has changed the ownership structure of its companies. Through transactions within the group, Novian Technologies has consolidated Novian's digitization services businesses, as Novian Technologies acquired the shares of Zissor. Additionally, to optimize the capital structure and management of the software development companies, the company Novian has acquired the shares of Elsis PRO. The transactions were carried out at the companies' value on 31 March 2023.
Products and services of Novian group
Technologies (Novian Technologies (Lithuania), Novian Eesti (Estonia), Andmevara SRL (Moldova), NRD Rwanda (Rwanda))
| Solutions and services | Industries where active | Technologies and methodologies |
Standards & Certifications |
|---|---|---|---|
| Critical IT infrastructure design, • deployment and maintenance Critical IT infrastructure • maintenance managed services Cloud computing strategy and • transformation implementation Data storage, recovery and • archiving solutions Modern digital workplace • strategy creation and implementation |
Finance and insurance • Wholesale and retail • trade Logistics and warehousing • ITT • Energy • Manufacturing • Public sector • Scientific institutions • |
Methodologies: CIMF v.3, Migritis, CopyPrint • Technology partners: Dell • EMC, NVIDIA, Lenovo, IBM, Cisco, Zabbix, Prometheus, Oracle, Microsoft Azure, Google Cloud, Red Hat, Commvault, Veritas, Quantum, Dynatrace, Ivanti, N-Able, Kyocera, Microsoft, GitLab, Postgre SQL |
Novian Technologies: ISO 9001, ISO 14001, ISO 20000-1, ISO 27001 Novian Eesti: ISO 9001, ISO 27001 |
- Supply-chain and infrastructure lifecycle management
- Managed printing services

"Novian" grupės technologijų srities įmonių pagrindiniai finansiniai
duomenys, tūkst. EUR*
Revenue and EBITDA of Novian group technologies area, thous. EUR*

*Aggregated financial indicators in the area of technologies also include digitization services.
| Thous. EUR | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 8,232 | 8,118 | 7,492 | 10,481 | 13,762 |
| EBITDA | 506 | 783 | 723 | 498 | 584 |
Revenue by sector

*Excluding revenue from the finance sector.

Revenue by country
Thous. Eur 2022 H1 2023 H1 Change Lithuania 8,403 (80%) 8,655 (63%) 252 Other countries 2,078 (20%) 5,107 (37%) 3,029 Total 10,481 13,762 3,281

Key events
- In March 2023, Novian Technologies together with software partner Zabbix organized the Zabbix Meeting Lithuania, an event to introduce the partner's solutions and services as well as Novian Technologies' services to the IT community (the event was dedicated for IT community - from managers to infrastructure specialists).
- In April 2023, a share purchase and sale agreement was signed according to which the company Novian Technologies acquired Rwanda-based Norway Registers Development Rwanda Ltd. from NRD Companies.
- In April 2023, Novian Technologies participated in the Asia Climate Forum 2023, which was held in Singapore. The company presented HPC solutions for weather forecasting, climate change modeling and early warning systems.
- In May 2023 Novian Technologies' annual conference Technology and Resilience 2023 was held, which focused on the topic of automation.
- In the period of May-June and August-September 2023, the Novian Technologies team participates in 9 events organized by Red Hat in Scandinavia and the Baltic countries. During them, it is planned to introduce company services based on the use of Red Hat solutions to more than 3 thousand people.
- In the first half of 2023, Novian Technologies implemented and certified an information security management system that meets the requirements of the ISO 27001 standard.
Key projects
- Modern IT application management system of the Lithuanian Centre of Registers: a container management platform is started to be implemented to upgrade the monolithic IT application architecture currently in place at the Centre of Registers. IT application modernisation solutions by migrating applications to a container platform make it possible to take advantage of the positive features of existing applications without fundamentally changing them, and instead modernise and adapt them to current needs. Until now, information systems have been built on a monolithic platform, but this has not allowed a rapid response to changing circumstances. The over-centralised management of systems currently makes it difficult to develop individual systems without affecting the performance of other systems, a problem that will be solved with the full deployment of the container management platform.
- HPC solution for climate change modelling intended for 16 African countries: High Performance Computing (HPC) clusters for climate change and weather forecasting have been completed in Botswana, and data collection and early warning platforms have been deployed in other Southern African Development Community (SADC) countries. These innovations will allow SADC countries in Southern Africa to make faster and more accurate weather forecasts and better prepare for the challenges of climate change.
- Modern application development platform for the Bank of Lithuania (LB): a modern platform has been developed for the client in order to efficiently update information systems. The microservices architecture was built on Red Hat OpenShift, and its deployment and development were properly taken care of. Together with the bank team, the application operations (DevOps), which allows us to quickly and efficiently build and operate systems that meet business needs, were transformed. The created system contributes to the development of modern banking services, to LB's provision of wholesale services to commercial banks, and to the creation of resilient, fast-developing and scalable solutions tailored to market needs.
Software services (Novian Systems and Elsis PRO (Lithuania), Andmevara AS (Estonia))
| Solutions and services | Industries where active | Technologies and methodologies | Standards and Certifications |
|---|---|---|---|
| Development and • maintenance of information systems Information systems • integration Business process • digitalization Performance analytics • solutions Robotic process automation • Critical resource • management solutions Data distribution solutions • (OMG Data Distribution Service) Risk management solutions • Big data • Consulting • |
E-Governance • E-Tax • E-Health • Environmental • protection Smart city • Defense • Aviation and space, air • navigation Regulatory institutions • Corporations • Scientific institutions • |
Intellectual property: Novian Systems: Masis municipal tax management • software Atris waste management software • Elsis PRO: PRO.Risks risk management • SHIFT air traffic controller • scheduling software Galaxy nano-satellite • communication software (in development) Programming in Oracle /Java, • C++, Angular, TypeScript and Microsoft.NET • Low code solutions • Process robotization • Big data and performance • analytics, artificial intelligence |
Novian Systems: ISO 9001, ISO 27001, ISO 14001, ISO 20000-1 Elsis PRO: ISO 9001, ISO 27001, ISO 14001, ISO 20000-1 |

"Novian" grupės programavimo srities įmonių pagrindiniai finansiniai
duomenys, tūkst. EUR
Revenue and EBITDA of Novian group software services companies, thous. EUR



| Thous. EUR | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 1,922 | 2,135 | 3,578 | 3,599 | 4,312 |
| EBITDA | (199) | 53 | 236 | (166) | (305) |


*Excluding revenue from the finance and aviation, aeronautics sectors.
Revenue of Novian group software services companies by country

| Thous. Eur | 2022 H1 | 2023 H1 | Change |
|---|---|---|---|
| Lithuania | 2,520 (70%) | 3,505 (81%) | 985 |
| Other countries | 1,079 (30%) | 807 (19%) | (272) |
| Total | 3,599 | 4,312 | 713 |

Key events
- In March 2023, a remote seminar Digital financial management solutions: how to successfully manage financial data? was held, during which opportunities to manage financial data using solutions developed by Novian Systems were presented.
- In February 2023, plans were announced for a merger of the software services company Elsis PRO into Novian Systems.
- In May 2023, Elsis PRO presented the possibilities of data exchange and management between nanosatellite constellations at the conference New capacities and countries in the European space 2023 held in the Netherlands. The conference was organized by the European Space Agency (ESA).
- In June 2023, it was announced that the projects of the European Defense Fund, in whose consortia the company Elsis PRO participates, entered the list of financed projects. The SESIOP project, which aims to contribute to improving the interoperability of military air control systems, received funding. The ODIN'S EYE II project during which an early warning system for the threat of ballistic missiles is being developed, will also be financed.
- In June 2023, Novian Systems and Elsis PRO renewed the certificates: ISO 20000-1, ISO 9001 and ISO 14001 they will be valid until the end of June 2026, as well as ISO 27001, which will be valid until the end of October 2025.
- In July 2023, the transaction within the group was completed. In order to optimize the capital structure and management of the software development companies, the company Novian has acquired the shares of Elsis PRO. The transaction was carried out at the company value on 31 March 2023.
- As Novian's software development activities have been concentrated in Lithuania and the activity scope of the Estonian company Andmevara AS has substantially shrunk over the past few years, in the middle of 2023 the liquidation procedure of the company was started.
Key projects
- Modernisation of ITIS_EU, the information system for the exchange of VAT information between EU countries (Lithuania): using Oracle technology, Novian Systems successfully implemented the ITIS_EU modernisation project in early 2023. The modernised ITIS_EU enables the implementation of legislation that allows foreign travellers who are not permanently resident in the European Union to be reimbursed for VAT on goods purchased in Lithuania and exported from the country.
- Modernisation of the National Shared Functions Centre's information system E-Invoice (Lithuania): modernizing E. Invoice, a new general account administration system SABIS is being developed. In the process of its development Elsis PRO and Novian Systems are upgrading the invoicing, acceptance and control processes, extending the integration with the central procurement information system, ensuring and extending the interfaces with the Financial Accounting General Information System (FABIS) and creates universal interfaces with other ERP, document management systems used by suppliers or purchasing organizations. The project aims to increase the usability of the system, reduce the number of paper invoices and increase the efficiency of public and private sector management. The modernisation of the system focuses on the potential for automation, so that e-invoices produced by the provider are transmitted and automatically processed by the recipient's systems.
- Development of the Integrated Tax Information System (IMIS) of the Lithuanian State Tax Inspectorate: Elsis PRO, together with Novian Systems, has adapted the system to the new legal requirements related to the submission of various declarations. The project upgraded the applications "Declarations", "Administration of Business Certificates", "Centralised Payments" (using a mobile signature and forming an ASIC-E container, which is currently being actively developed at the EU level to ensure a higher level of security), "Services Application", "Land Tax Administration", and the Real Property Register. The updates will allow for a seamless declaration of various data.
- Timbela and Co. Product Information Management System (MASTER IS): Novian Systems is developing a product information management system (MASTER IS) for a company which produces and sells wood products, devoted for the garden, home or farm. The new system is devoted to systematizing and standardizing product information and to automating the creation of files based on this information for trading platforms. The system is developed using Dataverse DB, Model Driven App, Canvas App, SharePoint, Power BI technologies. The automated solution will allow to see and smoothly manage all information related to the company's products in one place, accurately present changed information to the sales department, and reduce the number of errors when updating information on trading platforms.
| Solutions and services | Industries where active | Technologies and methodologies |
Standards and certifications |
|---|---|---|---|
| Digitization of document archives • Scanning of paper documents, hosting • and storage of digital material in document systems Document processing (text • recognition, metadata, segmentation, different formats, etc.) Archiving solutions, specialized • software for material processing and storage Media monitoring software • Software for digitization and • segmentation of the content of printed and/or scanned documents, publications Media PDF file conversion to XML for • other communication channels |
Providers of media • monitoring services Magazine and • newspapers publishers National archives and • libraries Companies, having • archives |
Equipment: Novian digitization centre in • Estonia Intellectual property: Novian Eesti x-Scan • document digitization software Zissor Media Monitoring • software Zissor Archive Digitization • software Zissor PDF To Article • Conversation software |
Novian Technologies: ISO 9001, ISO 14001, ISO 20000-1, ISO 27001 Novian Eesti: ISO 9001, ISO 27001 |
Digitization area (Novian Technologies (Lithuania), Novian Eesti (Estonia), Andmevara (Moldova), Zissor (Norway))
Žiniasklaidos stebėjimo bei skaitmeninimo krypties pajamos pagal šalis,
tūkst. Eur

Media monitoring and digitization revenue by country*
| Thous. Eur | 2022 H1 | 2023 H1 | Change |
|---|---|---|---|
| Lithuania | 87 (21%) | 70 (21%) | (17) |
| Other countries | 329 (79%) | 267 (79%) | (62) |
| Total | 416 | 337 | (79) |
*The financial data of Zissor is presented. Other group's companies revenue from digitization services is not included.
Key events
- Zissor has finished and in the beginning of 2023 has presented for the clients the major upgrades to the Zissor Media System, which include new features like extraction of text from PDFs and automatic categorisation of articles using artificial intelligence.
- Zissor's archive digitization software has been enhanced with the ability to digitize books.
- In the first half of 2023, the digitization works of the group were concentrated in Estonia, where the Novian digitization center operates, and there is an opportunity to use the experience of Novian Eesti and Andmevara SRL. Digitization services for Zissor customers are now provided in Estonia. It is expected that those changes will make the Novian's digitization processes efficient.
- In the first half of 2023, the digitization services were supplemented with the possibility of operative monitoring of this process. Novian Technologies also participates in the process and provides the customer with selected level of maintenance services.
- In July 2023, Novian Technologies acquired the shares of the Norwegian company Zissor. This acquisition has concentrated Novian's digitization companies and will enable more efficient development of data empowerment and digitization services.
- In the middle of 2023 the managers of companies providing digitization services in Norway and Moldova changed. Artūras Milašauskas has assumed the leadership of Zissor. He will also work as Innovation Manager of Novian Technologies. Ove Dirdal, who led Zissor, has retired. Asta Urmanavičienė became the head of the company Andmevara operating in Moldova. She assumed the position from Aivaras Smirnovas, who became the Chairman of the Board at Andmevara SRL and also continues to work at Novian Technologies.
Key projects
- Digitisation of the archive of the National Library of Luxembourg: a project to scan the library's monographs. The project will cover 2 million pages and take 14 months to digitise. The digitisation work is now gathering momentum, with the first stages of the project delivered to the customer. The digitisation of the library's archive will ensure the preservation of the archived monographs and simplify the search and use of information in digital format for employees and library readers.
- Digitisation of Visiolink magazines and newspapers: 40 publications (newspapers and magazines) are being digitised. Once the paper publications have been scanned and a digital PDF document produced, they are transmitted to the customer in XML format, allowing the articles to be made available online. Once the documents have been converted into the web portal and application formats, they are sent to the main publisher for online publication. Digitisation of publications increases access to their content, thus potentially widening the readership.
- A media monitoring solution has been developed: Zissor has developed a dedicated media monitoring solution together with Novian Technologies. The Azure cloud-based platform for digitising publications and monitoring media was deployed, also maintenance services (SLA) are provided. The technology and solution provided enabled the customer to grow its business.
5.3. Cybersecurity company
NRD Cyber Security is a cybersecurity consulting, security incident response and technology implementation company. Through its activities, the company aims to create a secure digital environment for countries, governments, businesses, and citizens and have conducted projects of various scale and scope around the world.
The organisation's specialists have accumulated extensive experience in incident investigation and management, law enforcement, analysis, auditing, and other fields, are active members of international cybersecurity organisations and contribute to the development of international best practices. NRD Cyber Security certifications: ISO/IEC 27001 and ISO 9001.
NRD Cyber Security also owns NRD Bangladesh, a regional sales, project management and implementation company with projects in South Asia.
Focus areas of NRD Cyber Security
- Help countries realise their visions of secure digitalisation and enable various organisations to manage cybersecurity threats.
- Create cybersecurity methodologies and standards in cooperation with international organisations such as ITU, GFCE, World Bank and others, whose activities aim to strengthen the cyber resilience of countries and individuals.
- Expand the CyberSOC managed security service and strengthen the market position in Lithuania, actively sell and provide information security auditing and consulting services, increase the number of orders for the installation of cybersecurity technologies and raise internal capabilities and service quality.
- Create and modernise security operations teams (CSIRTs and SOCs) worldwide.
- Further develop and successfully commercialise own products Natrix and CyberSet.
NRD Cyber Security services and products
| Services | Products | |
|---|---|---|
| • | CSIRT and SOC services | Natrix – threat monitoring platform • |
| • | CyberSOC – managed security services | CyberSet – CSIRT/SOC service automation toolkit • |
| • | Cybersecurity capacity building |
- Audits and assessments
- Technology solutions
- CISO advisory
- Training courses
- Security management framework development
More about the products
Natrix – a centralised cybersecurity monitoring and threat hunting platform. The solution has been created by NRD Cyber Security R&D team to enable coordinated threat monitoring. Its functionalities go beyond just visibility and offer capabilities to build and continuously refine rules for detecting threats and non-compliance. It is set-up in an organisation's internal network and analyses traffic data just before it is sent across the internet. The platform is intended to be deployed in sectorial, national critical infrastructures, or organisations with complex infrastructures. It is set-up for central management, incident handling, and threat hunting.
CyberSet – services automation toolkit for CSIRTs or SOCs. It works as a set of technologies and operational procedures, which provides CSIRTs and SOCs with typical service delivery capabilities, such as security monitoring and incident management. The toolkit enables cybersecurity teams to gain service delivery capabilities much faster and in a more structured manner than by developing them organically.
NRD Cyber Security results of 2023 H1
| Key profit (loss) item, thous. EUR* |
|---|
| ------------------------------------- |
| 2022 H1 | 2023 H1 | ||||
|---|---|---|---|---|---|
| Revenue | 2,421 | 2,752 | |||
| Gross profit | 1,160 | 1,676 | |||
| EBITDA | 260 | 397 | |||
| EBIT | 217 | 329 | |||
| Net profit (loss) | 215 | 321 |
Key balance sheet items, thous. EUR*
| 31-12-2022 | 30-06-2023 | |
|---|---|---|
| Tangible assets | 401 | 386 |
| Intangible assets | 23 | 23 |
| Other non-current assets | 199 | 140 |
| Current assets | 3,226 | 2,561 |
| of which cash | 1,332 | 442 |
| Total assets | 3,849 | 3,110 |
| Equity | 1,509 | 1,332 |
| NRD CS pagrindiniai finansiniai duomenys, tūkst. EUR Non-current liabilities |
606 | 372 |
| Of which financial debt | 196 | 196 |
| Current liabilities | 1,734 | 1,406 |
| of which financial debt | 54 | 27 |
| Total liabilities and equity* | 3,849 | 3,110 |
*The unaudited consolidated results of the NRD Cyber Security group are presented. The results of NRD CS and NRD Bangladesh are included in the results of the NRD Cyber Security group. The companies' standalone annual financial statements for 2022 are audited.
Revenue and EBITDA of NRD Cyber Security, thous. EUR

H1 H2
Consolidated EBITDA

| Thous. EUR | 2019 H1 | 2020 H1 | 2021 H1 | 2022 H1 | 2023 H1 |
|---|---|---|---|---|---|
| Revenue | 1,353 | 962 | 1,979 | 2,421 | 2,752 |
| EBITDA | 236 | 39 | 534 | 260 | 397 |

NRD Cyber Security revenue by sector
*Excluding revenue from the finance and academic sectors.
NRD Cyber Security revenue by country

| Thous. Eur | 2022 H1 | 2023 H1 | Change |
|---|---|---|---|
| Lithuania | 2,047 (85%) | 1,566 (57%) | (481) |
| Other countries | 374 (15%) | 1,186 (43%) | 812 |
| Total | 2,421 | 2,752 | 331 |

Main events and projects in the H1 of 2023
Lithuanian market:
- CyberSOC: At the beginning of 2023, NRD Cyber Security launched a round-the-clock managed security services option and was the first mover in Lithuanian market. Also, during the H1 CyberSOC number of clients grew as the team welcomed new customers, some of which chose the 24/7 service option.
- Security audits and assessments: The organisation's specialists continued to actively help organisations assess their risks, potential cybersecurity vulnerabilities and readiness to handle cyber-attacks. IT security audits, vulnerability scans and risk assessments have been performed for both private and public sector organisations.
- CISO advisory services: The organisation continued to provide ongoing CISO (or Chief Information Security Officer) advisory services and signed 4 more new contracts.
- Cybersecurity technologies: NRD Cyber Security technology experts installed technology solutions and renewed licenses for Lithuanian critical infrastructure organisations and private sector companies, thus strengthening their technological capabilities of cyber resilience.
Foreign markets:
- Natrix and CyberSet: The Natrix threat monitoring platform and the CyberSet set of technologies and operational procedures were deployed in Malta and enabled the country's national cybersecurity team, CSIRTMalta, to centrally monitor cyber threats and effectively deliver services to constituencies.
- CSIRT design: NRD Cyber Security, together with the Foreign, Commonwealth and Development Office (FCDO) and the Geneva Centre for Security Sector Governance (DCAF), completed a project to design a CSIRT for the Kosovo energy sector. It specifies the responsibilities, internal roles, and accountabilities that this team should have. Also, it outlines what should the organisational structure be and what processes and procedures are important to implement.
- Development of sectorial CSIRTs: Malawi seeks to establish a Sectoral Financial CSIRT. NRD Cyber Security experts have started assisting the Reserve Bank of Malawi to properly prepare for the establishment of this team and assess the need and extent of changes required in the legal framework, resource allocation and organisational structure.
- Other CSIRT services: The company's experts helped the Egyptian financial sector security team EG-FinCIRT to properly prepare and become members of the international cyber security community FIRST.org.
• Strengthening cyber security capabilities:
- Work has begun in São Tomé and Príncipe in preparation for the creation of a national cybersecurity strategy. This is part of an ongoing World Bank project.
- The employees of the Central Bank of Nigeria came to Lithuania to participate in a live training session "Establishing CSIRT or SOC", and gained knowledge on how to create a sectorial cybersecurity team during.
- Assessment of the legal framework for the protection of critical information infrastructure has been launched in Armenia. The aim is to identify inconsistencies between best practices and the efforts the country has already been putting to strengthen its cyber resilience, and to provide recommendations on how to improve the protection of critical information infrastructure.
- A project has been launched in Mongolia, which aims to apply the Zero Trust method in the development of national cybersecurity principles.
- A project has been launched in Albania, during which NRD Cyber Security specialists help the national CSIRT to prepare national cyber crisis management procedures.
- A project started in Sri Lanka, the goal of which is to create a national risk assessment model for the country.
- In Tajikistan, NRD Cyber Security team started working on a project which aims to compare the policy for the protection of critical information infrastructure with international best practices.
- Security audits and assessments: A large-scale complex project with the European Union Cybersecurity Agency (ENISA) has been launched, which aims to strengthen the cyber resilience of EU countries. NRD Cyber Security assesses risks and checks the cybersecurity readiness of the Lithuanian critical infrastructure.
Events and visibility in public space
Lithuanian market:
- Partnership with Verslo zinios: To strengthen its position as a reliable partner for information security, NRD CyberSecurity continued the partnership with Verslo žinios. A dedicated article appeared on the site to mark the launch of CyberSOC 24/7 service option. Also, company's credentials and logo continue to feature in the Technologies and Innovations newsletter, which is produced by Verslo zinios.
- Interviews and public mentions: The company's experts have been repeatedly interviewed by various media outlets on topics such as the dangers posed by the TikTok app or the basics of cybersecurity hygiene.
- IT manager summit: NRD Cyber Security participated in an annual event which is dedicated for IT managers. During the summit, organisation's director V. Benetis gave a presentation on cyber security hygiene, while other team members manned the stand, introducing the newly launched CyberSOC 24/7 service option.
- Technological solutions events: In the spring of 2023, the company organised an overview of the latest and most relevant cybersecurity technologies "Technical demonstrations of trending cybersecurity solutions". A webinar, which has become an annual event, attracted more than 140 participants. Also, NRD Cyber Security organised a business lunch for the community of analysts who use the i2 Analyst's Notebook to introduce the new features and possibilities of this analysis tool.
- Lithuanian Davos 2023: Director of NRD Cyber Security V. Benetis was once again invited to participate in the annual conference for business and political leaders and present his findings on the cybersecurity ecosystem in Lithuania.
- Webinar "Cybersecurity in practice": The event attracted more than 300 participants and provided insights in areas such as preparation for NIS2 directive, GDPR, CISO advisory, etc.
Foreign markets:
- Webinar "Demystifying CSIRT budget": The half-hour long webinar attracted representatives from organisations and institutions from various countries who are seeking to have a national or sectorial cybersecurity team.
- FIRST 2023 conference in Canada FIRSTCON23: The company has participated in this conference for the second year in a row as it is the main event which gathers representatives of various CSIRTs or organisations that would like to create such teams. NRD Cyber Security not only had a stand, but also the director of the company, V. Benetis, was invited to give a presentation on training CSIRT managers "CSIRT/SOC Manager Improvement Training".
III.INFORMATION ABOUT SECURITIES
6. The order of amendment of Issueer's Articles of Association
The Articles of Association of INVL Technology may be amended by resolution of the General Shareholders' Meeting, passed by more than 3/4 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).
During the reporting period, on 6 February 2023 General Meeting of Shareholders has approved a new version of Articles of Association of the Company, which was amended in accordance with the new version of the Republic of Lithuania Law on Companies which entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market. The Company's collegial body with supervisory function – the Supervisory Board – has been eliminated. It was envisaged that the Management Company may form an Advisory Committee of the Company.
The version of Articles of Association dated 20 February 2023 is currently in force. The Articles of Association is available on the Company's website (Section in the website For investors -> Legal documents -> Articles of Association. Link: https://invltechnology.lt/legal-documents/).
7. Structure of the authorized capital
| Structure INVL Technology authorized capital as of 30 June 2023 | ||||
|---|---|---|---|---|
| Type of shares | Number of shares, units |
Total voting rights granted by the issued shares, units |
Nominal value, EUR |
Total nominal | Share of authorized capital, % |
|---|---|---|---|---|---|
| Ordinary registered shares | 12,175,321 | 12,068,547 | 0.29 | 3,530,843.09 | 100 |
All shares are fully paid-up and no restrictions apply on their transfer.
Information about the Issuer's treasury shares
According to the data of 30 June 2023, INVL Technology has acquired 106,774 unit of own shares. INVL Technology's subsidiaries directly or on their through persons, but acting on their behalf, have not acquired any shares in of INVL Technology.
Redemption of shares: In first half of 2023 the Company has not carried out the procedure of buying out its own shares.
Purchase of shares
On 29 April 2022 the General Meeting of Shareholders of the Company has decided to approve the purchase of own shares, which is valid for 18 months from the date of adoption of this decision. The maximum purchase price of one share is the last published net asset value per share of INVL Technology, the minimum price of one share is EUR 0.29.
On 28 April 2023 the General Meeting of Shareholders of the Company has decided to approve the purchase of own shares, which is valid for 18 months from the date of adoption of this decision. The maximum purchase price of one share is the last published net asset value per share of INVL Technology, the minimum price of one share is EUR 0.29.
The Company did not initiate acquisition of own shares in first half of 2023.
8. Trading in Issuer's securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated market
Main characteristics of INVL Technology shares admitted to trading
| Number of shares issued, units | 12,175,321 |
|---|---|
| Number of Shares with voting rights | 12,068,547 |
| Nominal value of one share, EUR | 0.29 |
| Total nominal value, EUR | 3,530,843.09 |
| ISIN code | LT0000128860 |
| LEI code | 5299006UHD9X339RUR46 |
| Name | INC1L |
| Exchange | AB Nasdaq Vilnius, XLIT |
| List | Baltic Secondary list |
| Listing date | 4 June 2014 |

| Share price, EUR | 6 months of 2021 | 6 months of 2022 | 6 months of 2023 | ||
|---|---|---|---|---|---|
| Open | 2.52 | 2.50 | 2.16 | ||
| High | 2.74 | 2.80 | 2.24 | ||
| Low | 2.06 | 2.30 | 1.97 | ||
| Medium | 2.26 | 2.59 | 2.04 | ||
| Last | 2.26 | 2.76 | 1.99 | ||
| Turnover, shares | 243,256 | 111,197 | 154,417 | ||
| "INVL Technology" akcijų kainos ir apyvartos pokytis Turnover, EUR |
549,374.86 | 288,128.78 | 314,955.28 | ||
| Total number of trades | 811 | 637 | 718 | ||
Trading in shares 6 months of 2021 – 6 months of 2023



Change of share price of INVL Technology and indexes
| INDEX EQUITY | OPENING VALUE | CLOSING VALUE | CHANGE % |
|---|---|---|---|
| OMX_Baltic_Benchmark_GI | 974.87 | 1,475.36 | +51.34 |
| OMX Vilnius_Gl | 709.95 | 980.31 | +38.08 |
| OMX Baltic Technology GI | 1,233.05 | 1,275.81 | +3.47 |
| INC1L - INVL Technology | 1.58 | 1.99 | +25.95 |
Change of share price of INVL Technology and indexes in 5 years period
9. Shareholders
9.1. Information about shareholders of the Company
Shareholders who held title to more than 5% of INVL Technology's authorized capital and/or votes as of 30 June 2023
| Number of Share of the |
Share of the votes, % | ||||
|---|---|---|---|---|---|
| Name of the shareholder or company |
shares held by the right of ownership |
authorized capital held, % |
Indirectly held votes, % |
Total, % | |
| LJB investments, UAB, Code 300822575, A. Juozapavičiaus Str. 9A, Vilnius |
2,424,152 | 19.91 | 19.91 | - | 19.91 |
| INVL Life, UADB Code 305859887 Gynėjų Str. 14, Vilnius |
1,873,678 | 15.39 | 15.39 | - | 15.39 |
| Invalda INVL, AB, Code 121304349, Gynėjų Str. 14, Vilnius |
- | - | - | 17.221 | 17.22 |
| Irena Ona Mišeikienė | 1,466,421 | 12.04 | 12.04 | - | 12.04 |
| Lietuvos draudimas, AB, Code 110051834, J. Basanavičiaus Str. 12, Vil nius |
909,090 | 7.47 | 7.47 | - | 7.47 |
| Kazimieras Tonkūnas 9. Akcininkai |
675,452 | 5.55 | 5.55 | 1.522 | 7.07 |
| Alvydas Banys | 618,745 | 5.08 | 5.08 | 19.913 | 24.99 |
1 It is considered that Invalda INVL has the votes of the controlled companies INVL Asset Management UAB and INVL Life UADB.2 It is considered that Kazimieras Tonkunas has the votes of his spouse.3 It is considered that Alvydas Banys has votes of LJB Investments, UAB a company controlled by him.
At 30 June 2023, a total of 3,746 shareholders (including INVL Technology) owned shares of INVL Technology (versus 3,689 at 31 December 2022). There are no shareholders entitled to special rights of control.
Votes as of 30 June 2023

Distribution of securities by investors' groups as of 30 June 2023
| Shareholders | |||
|---|---|---|---|
| Investors | Number of shareholders |
Number of shares | Share of votes given by the owned shares (percentage) |
| Private persons | 3,712 | 5,640,489 | 46.74 |
| Legal persons (excepting Company) | 33 | 6,427,943 | 53.26 |
| Own shares | 1 | 106,774 | - |
Distribution of securities by investors' groups as of 30 June 2023
| Shareholders | |||
|---|---|---|---|
| Investors | Number of shareholders |
Number of shares | Share of votes given by the owned shares (percentage) |
| Lithuania | 3,590 | 11,835,891 | 98.08 |
| Other EU members | 131 | 115,109 | 0.95 |
| Non- EU countries | 24 | 117,432 | 0.97 |
| Own shares | 1 | 106,774 | - |
| Total | 3,746 | 12,175,321 |
IV.ISSUER'S MANAGEMENT BODIES
10. Structure, authorities, the procedure for appointment and replacement
In its activities the Company follows the Law on Companies, the Law on Securities, the Law relating to collective investment undertakings, Articles of Association of the Company and other legal acts of the Republic of Lithuania.
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties of the Board and the head of the Company transferred to the Management Company.
Investment Committee was established for operational efficiency and investment control by the decision of the Board of the Management Company INVL Asset Management. Investment Committee is the collegial investment and management decision-making body responsible for adopting decisions on the management of the Company's assets and for the representation and protection of the Company's interests. In 2021 a Supervisory Board was formed. By the decision of the General Meeting of Shareholders which was held on 6 February 2023 a Supervisory Board as collegial management body was eliminated.
Investment Committee consists of 4 members: Kazimieras Tonkūnas (Chairman of the IC), Vida Tonkūnė, Vytautas Plunksnis and Nerijus Drobavičius. They are appointed and can be removed by resolution of the board of the Management Company. Functions, rights and duties of the Investment Committee are detailed in the rules of the investment committee for the closed-ended investment company INVL Technology.

Structure of the management of the Company until 6 February December 2023
Structure of the management of the Company from 6 February 2023

11. Information about members of the Board of the Management Company, general manager, members of the Investment Committee and member of the Supervisory Board of the Company
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties of the Board and the head of the Company transferred to the Management Company. The Company has a collegial supervisory body – the Supervisory Board that was eliminated by the decision of the Extraordinary general meeting held on 6 February 2023. The Company's management bodies are not formed.
The General Manager of the Management company is Laura Križinauskienė.
Darius Šulnis (the chairman), Nerijus Drobavičius and Vytautas Plunksnis are members of the Board of the Management company. On 16th January 2023 the Board of Management Company was re-elected for the new 4 years of office. The composition of the Board remained unchanged: Darius Šulnis (the Chairman), Nerijus Drobavičius and Vytautas Plunksnis. During the reporting period the Board of the Management company remained unchanged.
Threre are 4 members in the Investment Committee: Kazimieras Tonkūnas (Chairman), Vytautas Plunksnis, Nerijus Drobavičius, Vida Tonkūnė.
There are 3 (three) members in the Supervisory Board of the Company: Gintaras Rutkauskas (Chairman), Audrius Matikiūnas and Indrė Mišeikytė.

Darius Šulnis
Chairman of the Board of the Management company
Main workplace – Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) - CEO
The term of office
2023–2027
Educational background and qualifications
Duke University (USA). Business Administration. Global Executive MBA. Vilnius University. Faculty of Economics. Master in Accounting and Audit. Financial broker's license (general) No. A109.
Work experience
-
2015–October 2017 General manager of INVL Asset Management UAB Since May 2013 Invalda INVL AB – CEO 2011–2013 Invalda, AB – advisor 2006–2011 Invalda AB – president 2002–2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – director 1994–2002 FBC Finasta, AB – director
Owned number of shares in INVL Technology
- Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) President
- Šiaulių bankas, AB (code 112025254, Tilžės Str. 149, Šiauliai) Member of the Supervisory Board
- Litagra, UAB (code 304564478, Savanorių ave. 173, Vilnius) Member of the Board
- INVL Asset Management, UAB (code 126263073, Gynėjų Str. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund – Investment Committee Member
- FERN Group, UAB (code 306110392, Granito Str. 3-101, Vilnius) Member of the Supervisory Board

Nerijus Drobavičius
Member of the Board, Member of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) – Private Equity Partner
The term of office
2023–2027
Educational background and qualifications
Vytautas Magnus University, Bachelor's degree in Business management and Master's degree in banking and finance.
Work experience
Since 2014 works at Invalda INVL AB group Since 2015 till August 2018 Head of Finance unit of INVL Asset Management UAB. From August 2018 – Private Equity Partner of INVL Asset Management UAB 2012–2014 Independent financial expert 2007–2011 CFO in Sanitas Group 2001–2007 Sampo Bank. Head of Accounting and Reporting unit, later – CFO of the bank
Owned number of shares in INVL Technology
4,472
- BSGF Sanus, UAB (code 304924481, Gynėjų St. 14, Vilnius) Director
- InMedica, UAB (codas 300011170, L. Asanavičiūtės St. 20-201, Vilnius) Chairman of the Board
- INVL Asset Management, UAB (code 126263073, Gynėjų St. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund – Investment Committee Member
- MBL A/S (CVR-no 12825242) Member of the Board
- MBL Poland Sp. z.o.o. (ul. Sulejowskiej 45d, 97-300 Piotrków Trybunalski, Polska, KRS 0000065219) – Member of the Supervisory Board
- Reneso, UAB (code 302941941, Gynėjų Str. 14, Vilnius) Director
- Sugrasta, UAB (code 305287386, Pranapolio Str. 11, Vilnius) Director
- BSGF Salt Invest, closed-end investment company for informed investors (code 306193648, Gynėjų Str. 14, Vilnius) – fund manager
- BSGF Salt, UAB (code 306193153, Gynėjų Str. 14, Vilnius) Director
- Egles sanatorija, UAB (code 301026531, Eglės g. 1, Druskininkai) Member of the Board
- MiniVet Holding, UAB (code 306127331, Gynėjų Str. 14, Vilnius)
- Bališkių individualių gyvenamų jų namų statybos bendrija (code 300027032, Pranapolio str. 11, Vilnius)

Vytautas Plunksnis
Member of the Board, Member of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų Str. 14, Vilnius) – Head of Private Equity
The term of office
2023–2027
Educational background and qualifications
Graduated the studies in economics at Kaunas University of Technology in 2001, gained Bachelor's degree in Management. Financial broker's licence (General) No. G091.
Work experience
Since 2016 – INVL Asset Management, UAB, Head of Private Equity Funds 2009–2015 Fund Manager at Invalda INVL, AB 2006–2009 Finasta Asset Management, UAB – analyst, fund manager, strategic analyst 2004 ELTA redactor (business news) 2002–2004 Baltic News Service business journalist
Owned number of shares in INVL Technology
5,259
- INVL Asset Management, UAB (code 126263073, Gynėjų Str. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund – Investment Committee Member
- Eco Baltia AS (code 40003309841, Maskavas Str. 240-3, Rīga, Latvia) Chairman of the Supervisory Board
- Eco Baltia vide, SIA (code 40003309841, Ropažu nov., Stopiņu pag., Rumbula, Getliņu iela 5) – Member of the Supervisory Board
- Ecoservice, UAB (code 123044722, Dunojaus Str. 29, Vilnius) Chairman of the Board
- B2Y, SIA (code 40103243404, Maskavas Str. 322A, Rīga, Latvia) Chairman of the Board
- Norway Registers Development AS (code NO 985 221 405 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Member of the Board
- NRD Systems, UAB (code 111647812, Gynėjų str. 14, Vilnius) Member of the Board
- NRD CS, UAB (code 303115085, Gynėjų str. 14, Vilnius) Member of the Board
- Novian Systems, UAB (code 125774645, Gynėjų str. 14, Vilnius) Chairman of the Board
- NRD Companies AS (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Member of the Board
- BC Moldova-Agroindbank SA (MAIB) (code 1002600003778, Constantin Tănase Str. 9/1, Chisinau, Moldova) – Chairman of the Supervisory Board
- Investuotoju Asociacija (code 302351517, Konstitucijos ave. 23, Vilnius) Chairman of the Board

Laura Križinauskienė
General manager of the Management company
Main workplace – INVL Asset Management UAB (code 126263073, Gynėjų Str. 14, Vilnius) – General manager
Educational background and qualifications
Vilnius Gediminas Technical University, Master's degree in Management and Business Administration
Work experience
-
2016–2017 Danske Bank A/S Lithuanian branch – Operational manager, Head of Global Function
2012–2016 Baltpool UAB – general manager, member of the Board
2010–2012 Finasta bank AB – Director of the Capital market department 2005–2012 held various positions in Finasta FMĮ AB, Finasta bank AB, Finasta inves-
ticiju valdymas (currently INVL Asset Management)
Owned number of shares in INVL Technology
Participation in other companies
- FMI INVL Financial Advisors UAB (code 304049332, Gynėjų St. 14, Vilnius) Member of the Board
- IPAS INVL Asset Management (code 40003605043, Elizabetes Str. 10B-1, Riga, Latvia) – Member of the Supervisory Board
- AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes Str. 10B-1, Riga, Latvia) – Member of the Supervisory Board

Kazimieras Tonkūnas
Chairman of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų Str. 14, Vilnius) – INVL Technology Managing Partner
Educational background and qualifications
Vilnius University, master's degree in economics and mathematics with a specialization in systemic economic analysis.
Owned number of shares in INVL Technology
675,452
- Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337 Sandvika, Norway) – Chairman of the Board
- NRD CS UAB (code 303115085, Gynėjų St. 14, Vilnius) Chairman of the Board
- NRD Companies AS UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Chairman of the Board
- Zissor AS (code 986845550; Bragernes Torg 6, 3017 Drammen, Norway) Supervisory board member
- Elsis PRO, UAB (code 300064148, Baltupio St. 14, Vilnius) Chairman of the Board
- Novian Technologies, UAB (code 301318539, Gynėjų St. 14, Vilnius) Chairman of the Board

Vida Tonkūnė
Member of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų Str. 14, Vilnius) – INVL Technology Partner
Educational background and qualifications
Kaunas University of Technology, bachelor's degree in business administration (1998). Baltic Management Institute (BMI), International Executive Master of Business Administration (MBA) (2019).
Owned number of shares in INVL Technology
185,429
Participation in other companies
- Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337 Sandvika, Norway) – member of the Board
- NRD Systems, UAB (code 111647812, Gynėjų St. 14., Vilnius member of the Board
- Etronika, UAB (code 125224135; Gynėjų St. 14, Vilnius)- Chairman of the Board
- Novian Systems, UAB (Gynėjų St. 14, Vilnius 125774645) Member of the Board
- NRD Companies AS, UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – member of the Board
- NRD CS, UAB (code 303115085 Gynėjų St. 14, Vilnius) Member of the Board

Gintaras Rutkauskas
Member of the Supervisory Board
The term of office
From 2021 until 6 February 2023
Educational background and qualifications
2005 Baltic Management Institute (BMI), International Executive Master of Business Administration (MBA) 2001 m. Financial broker's licence Nr. S031 (consultant)
1988–1993 m. Kaunas University of Technology, Radio Electronics Engineer
Work experience
More than 20 years of experience in managing various types of financial investments. During the career, was working for international and Lithuanian financial institutions representing their interests in the Baltic, Eastern European, and Middle Eastern markets:
Since 2005 Lietuvos Draudimas's Investment Director
2001–2005 Head of Financial Instruments Sales Department Nordea bank 1998–2001 m. Treasury Manager at Societe Generale bank, Vilnius

Audrius Matikiūnas
Member of the Supervisory Board
The term of office
From 2021 until 6 February 2023
Educational background and qualifications
2010 Mykolas Romeris university, Master of Laws 2008 Mykolas Romeris university, Bachelor of Laws
Work experience
Since 2022 INVL Asset Management – Head of Legal of the Group Since 2022 INVL Asset Management, UAB – Products Manager Since 2022 INVL Life, UADB – Products Manager Since 2022 INVL Asset Management, UAB – Chairman of the Investment Committee 2021–2022 Alternative Investment Selection Team Leader at INVL Asset Management, UAB Since 2018 member of the Board at investment manager Mundus, UAB 2016–2022 Head of Legal and Product Management team in Private Equity unit at INVL Asset Management, UAB 2012–2016 compliance officer at SEB bankas, AB 2010–2012 lawyer bankas Finasta, AB 2007–2010 lawyer at SEB bankas, AB

Indrė Mišeikytė
Member of the Supervisory Board
The term of office
From 2021 until 6 February 2023
Educational background and qualifications
Vilnius Gedimino Technical University. Faculty of Architecture. Master in Architecture
Work experience
Since 2018 INVL Baltic Farmland, AB - Member of the Board Since 2012 Invalda INVL, AB – Member of the Board 2013–2019 Invalda Privatus Kapitalas, AB – Advisor 2002 Inreal Valdymas, UAB – Architect 2000–2002 Gildeta, UAB – Architect
12. Information about the Audit Committee of the company
The Audit Committee consists of 2 (two) independent members. The members of the audit committee are elected and dismissed by the general meeting of shareholders at the request of the Management Company of the Company. The Audit Committee is elected for a four-year term of office.
The main functions of the Audit Committee are the following:
- provide recommendations to the Management company with selection, appointment, reappointment and removal of an external audit company of the Company as well as the terms and conditions of engagement with the audit company.
- monitor the process of external audit of the Company.
- monitor how the external auditor and audit company follow the principles of independence and objectivity.
- observe the process of preparation of financial reports of the Company.
- monitor the efficiency of the internal control and risk management systems of the Management company directly related to the management of the Company. Once a year review the need of the dedicated internal audit function for the Company within the Management company.
- monitor if the Management company gives due consideration to the recommendations or comments provided by the audit company regarding management of the Company.
The Audit Committee reports its activities to the Company's ordinary General Shareholders Meeting by submitting a written report on Audit Committee activities during the last financial year.
Any member of the Audit Committee should have the right to resign upon submitting 14 (fourteen) days written notice to the Management company. When the Management company receives the notice of resignation of a member of the Audit Committee and considers all circumstances related to the resignation, it may decide - either to convene an Extraordinary General Shareholders Meeting to elect new member of the Audit Committee, or to postpone the question on the election of the new member of the Audit Committee till the next General Shareholders Meeting of the Company. The new member is elected till the end of term of office of the operating Audit Committee.
12.1. Structure of the Audit Committee
During the General Shareholders Meeting of the Company held on 29 April 2021 Tomas Bubinas and Dangutė Pranckėnienė, partner and auditor of Moore Stephens Vilnius, UAB were elected for the Audit Committee of the Company for the 4 (four) years of office term. Both members of the Audit Committee are independent, having submitted a notice certifying their independence.

Tomas Bubinas
Independent member of the Audit
The term of office
2021–2025
Educational background and qualifications
2004–2005 Baltic Management Institute (BMI), Executive MBA 1997–2000 Association of Chartered Certified Accountants. ACCA. Fellow Member 1997 Lithuanian Sworn Registered Auditor 1988–1993 Vilnius University, Msc. in Economics
Work experience
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Since 2013 to 2022 Chief Operating Officer at Biotechpharma UAB 2010–2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA) 2004–2010 CFO for Baltic countries, Teva Pharmaceuticals 2001–2004 m. CFO, Sicor Biotech 1999–2001 Senior Manager, PricewaterhouseCoopers 1994–1999 Senior Auditor, Manager, Coopers & Lybrand.
Owned number of shares in INVL Technology

Dangutė Pranckėnienė
Independent member of the Audit
The term of office
2021–2025
Educational background and qualifications
1995–1996 Vilnius Gediminas Technical University, Master of Business Administration. 1976–1981 Vilnius University, Master of Economics. The International Coach Union (ICU), professional coucher name, license No. E-51. Lithuanian Ministry of Finance, the auditor's name, license No. 000345
Work experience
-
Since 1997 the Partner at Moore Stephens Vilnius, UAB (previous name Verslo auditas) 1996–1997 Audit Manager, Deloitte & Touche 1995–1996 Lecturer, Vilnius Gediminas Technical University 1982–1983 Lecturer, Vilnius University
Owned number of shares in INVL Technology
13. Information on the Issuer's payable management fee, the amount calculated by the Issuer, other assets transferred and guarantees granted to the Company's bodies and company providing accounting services
Since 14 July 2016 the management of INVL Technology was assumed by INVL Asset Management. The management fee will be payable to the management company. The management fee during investment period for a full quarter was 0.625 percent while after its end it shall be 0.5 percent of the weighted average capitalization of the Company. In addition, a Success fee may be paid to the management company in accordance with the Articles of Association. During the reporting period EUR 250 thous. management fee was calculated for the management company. During the reporting period a Success fee has not been paid.
The members of the Board of the Management Company and the members of the Investment Committee do not receive remuneration for these duties. They are paid the salary according to the employment contract with the Management Company. During the reporting period Company's management bodies did not receive dividends or bonuses from the company. There were no assets transferred, no guarantees granted, no bonuses have been paid and no special payouts made by the Company to company's management. No special benefits were also provided to the management bodies of the Company.
According to the decision of the General Meeting of the Shareholders of the Company held on 29 April 2021 it was set the hourly remuneration of the elected independent member of the Supervisory Board at EUR 145 per hour. The other Members of the Supervisory Board do not receive remuneration for these duties.
In first half of 2023, the company paid no remuneration to the Management Company for accounting services, these services are included in the management fee.
During 6 months of 2023, the total remuneration for the members of the Audit Committee of the Company were not calculated.
V.OTHER INFORMATION
14. References to and additional explanations of the data presented in the annual financial statements
All data is presented in the explanatory notes of the company's financial statements for 6 months of 2023.
15. Agreements with intermediaries on public trading in securities
INVL Technology has the agreement with Šiaulių bankas AB (Seimyniskiu str. 1, Vilnius, Lithuania, tel. +370 5 203 2233) – on management of securities accounting and the agreement on dividends payment.
The company has the agreement with SEB Bank (Gedimino av. 12, Vilnius, Lithuania, tel. +370 5 268 2800) regarding depository services. This agreement came into force 14 July 2016.
16. Information on Issuer's branches and representative offices
INVL Technology has no branches or representative offices.
17. Information about agreements of the Company and its managing bodies, members of the formed committees, or the employees' agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason or their employment is terminated in view of the change of the control (official offering) of the Company.
There are no agreements of the Members of the Supervisory Board, the Company and the Members of the Board, Members of the Investment Committee or the employees' agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason, or their employment is terminated in view of the change of the control of the company.
18. Description of principle advantages, risks and uncertainties
The principal advantages, risks and uncertainties, related to the activity and securities of INVL Technology, described in Annual Report of 2022, are unchanged.
19. Description of principal investments made during the reporting period
There were no new investments during the reporting period. The Company is interested in specialized information technology companies operating in artificial intelligence, analytics and other fields. INVL Technology is seeking to make new investments through already managed companies.
20. Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease to be valid if there was a change in issuer's controlling shareholder, and their effect, unless, the nature of the arrangements and their disclosure would cause serious harm to the issuer
During the 6 months of 2023, there are no significant agreements of the company which would come into force, be amended or cease to be valid if there was a change in Issuer's controlling shareholder.
21. Information related to the compliance with the Governance Code
During the 6 months of 2023 there were no significant changes in principles and recommendations contained in the Governance Code rather than disclosed in the lates annual report of the Company.
22. Information on the related parties' transaction
Information on the related parties' transactions is disclosed in a financial statements' 14 note of explanatory notes for 6 months of 2023.
23. The effect of Russia's war against Ukraine and the imposed sanctions on the Issuer
The invasion of Russia ant the imposed sanctions do not have a direct or indirect impact on Issuer's strategic directions, goals, financial results and financial condition. After the Russian invasion, the Issuer's Business Continuity Plan was revised and updated, which sets out specific measures to be taken in the event of information system failure.
24. Information related to sustainability
As the management of the Company has been transferred to the Management Company, the number of employees of which does not exceed 500 (the number of employees of the Management Company as of 30 June 2023 was 115), and the Company itself has no employees, the Company is not subject to the requirements for the preparation of a non-financial statement.
According to Regulation (EU) 2019/2088 of the European Parliament and Council on sustainability-related disclosures in the financial services sector ("SFDR") and Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a framework to facilitate sustainable investment ("Taxonomy"), the financial product must provide information in the periodic report on how and to what extent the environmental and social features are ensured (Article 8 according to the SFDR) or information on the environmental objectives to which it contributes and a description on investments in sustainable economic activity (Article 9 according to the SFDR).
The Issuer does not promote environmental and/or social characteristics, nor it has sustainable investment as its objective and discloses information under Article 6 of SFDR. The investments underlying the Issuer do not consider the European Union criteria for environmentally sustainable economic activities.
25. Information regarding transactions with related parties
Information on the related parties' transactions is disclosed in a financial statements' 16 note of explanatory notes for 6 months of 2023.
In addition, information regarding Transactions with Related Parties, according to the Law on Companies
In addition, information regarding Transactions with Related Parties, according to the Law on Companies article 37 (2), is published on the Company's web site – "For Investors" -> "Legal documents". The link to the Company's web site: https://invltechnology.lt/ legal-documents/.
At the time the report was published, the Company provides information about Company's Transactions with Related Parties in the Annex 3 part 5 of the annual report.
According to subclause 10(3) of Article 37² of the Law on Companies, the provisions of Article 372 shall not apply to transactions concluded with a subsidiary company in which the joint stock company is the owner of all the shares, or where the aggregate amount of such transactions in a financial year does not exceed 1/10th of the value of the assets of the latest balance sheet of the joint stock company admitted to trading on a regulated market. Accordingly, the following are transactions entered into with companies in which the Company does not own 100% of the shares.
| Related party* | Balance of loans granted 01-01- 2023, EUR |
Loans granted during 2023, EUR |
Repaid loans during 2023, EUR |
Interest calculated during 2023, EUR |
Balance of loans granted 30-06- 2023, EUR |
|---|---|---|---|---|---|
| NRD Systems UAB (code 111647812, Gynėjų str. 14., Vilnius) |
200,000 | - | 200,000 | 7,413 | - |
*The relation between the Company and the Related party is described in Part 5 of Annex 3 of the Annual Report.
26. Employees
At the end of June of 2023, as well as in June of 2022 INVL Technology did not have any employees because of the specifics of the legal status of the Company. The management and all the functions earlier performed by the Company's employees were transferred to the Management Company.
INVL Technology
Managing Partner Kazimieras Tonkūnas