![img-0.jpeg](img-0.jpeg) **BCC** BALTIC CLASSIFIEDS GROUP Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # STRATEGIC REPORT 1 Strategic Highlights 4 Chair's Statement 6 CEO's Statement 7 Market Overview 10 Our Business at a Glance • Our Business Model • Our Market Position • Our Strategy • Our Purpose and Culture 12 Why Invest In Us 14 Moving our Strategy Forward 16 Financial Review 20 Operational Review 22 Sustainability Report • The Task Force on Climate-Related Financial Disclosure ("TCFD") Report • Non-Financial and Sustainability Information Statement 37 Section 172(1) Statement 38 Risk Management • Principal Risks and Uncertainties 42 Viability Statement # GOVERNANCE REPORT 43 Corporate Governance Report • Letter from the Chair of the Board Trevor Mather • Board of Directors • Senior Management • Corporate Governance Statement 2026 • Board Leadership and Company Purpose • Division of Responsibilities • Board Composition, Succession and Evaluation 56 Nomination Committee Report 60 Audit Committee Report 64 Directors' Remuneration Report 71 Directors' Report # FINANCIAL STATEMENTS 75 Independent Auditor's Report to the Members of Baltic Classifieds Group PLC 81 Consolidated Statement of Profit or Loss and Other Comprehensive Income 82 Consolidated Statement of Financial Position 83 Consolidated Statement of Changes in Equity 84 Consolidated Statement of Cash Flows 85 Notes to the Consolidated Financial Statements • Going Concern 109 Company Statement of Financial Position 110 Company Statement of Changes in Equity 111 Notes to the Company Financial Statements # ADDITIONAL INFORMATION 116 Glossary 116 Shareholder Information Look out for our key icons throughout this report: 1st in the easy area Strategic aim Progress See page See web page --- STRATEGIC REPORT # Strategic Highlights The Group remains committed to fostering trusted marketplaces that seamlessly connect buyers and sellers across the Baltic region. By continuously enhancing our user-friendly, feature-rich platforms, we strive to facilitate smooth and efficient transactions for all participants. Our success is driven by a strong portfolio of well-established brands, each holding a solid market position, and a scalable business model that supports sustainable growth and innovation. Our objective is to sustain profitable growth by implementing gradual price adjustments for our core classifieds portals, bolstered by compelling value propositions and the introduction of new products and features. Additionally, we plan to continue expanding ancillary services and selectively acquire complementary businesses within our current markets and potentially in new territories. *Note: Our financial year results are presented based on the 12-month period ending April 30. Financial years are referred to by the calendar year in which the reporting period ends.* *Percentages, percentage changes and other ratios have been calculated using underlying unrounded data rather than the rounded figures presented in this report. As a result, percentages, percentage changes and other ratios may not reconcile exactly to the figures displayed. In addition, totals, subtotals and percentages may not sum precisely due to rounding.* ## Financial highlights ![img-1.jpeg](img-1.jpeg) $^{1}$ Alternative performance measure (see note 4 to the consolidated financial statements on pages 92 to 93). Baltic Classifieds Group PLC Annual Report and Accounts 2025 1 --- Strategic Highlights continued # Operational highlights ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg)[{"box_2d": [92, 829, 914, 949], "label": "references", "caption": "¹ Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control of third-party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all website visits, and some user activity may be underreported.\n² Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24, Auto24 has no significant vertical competitor, the next relevant player is a generalist portal. Therefore, the relative market share for this generalist portal is calculated by multiplying time on site by the percentage of active automotive listings out of total listings at the end of the reporting period.\n³ In Jobs & Services business line B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore, Jobs portal information is presented for B2C and Services platforms information is presented for C2C.\n⁴ The number of active ads represents available inventory on our websites - the daily average number of C2C listings displayed on the website during the period, while the number of listed ads refers to the monthly average number of new C2C listings and extensions during the period. Revenue per active ad measures the average monthly revenue attributable to each active ad. In contrast, revenue per listed ad captures the total revenue generated from each new listing or extension throughout its entire listing period.\n⁵ Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories).\n⁶ Skelbiu It only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu It represents the monthly average of paid new listings and extensions, while the number of active ads includes both paid and free ads and represents total inventory available on the website." 2 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Strategic Highlights continued # Cultural and environmental highlights ## CO₂ emissions The amount of CO₂e emissions, which includes Scope 1 and market-based Scope 2 emissions, measured in tonnes of carbon dioxide equivalent, increased by 21% in 2026 ![img-4.jpeg](img-4.jpeg) ## Employee engagement % of employees who are proud to be part of the BCG team stays above 95%¹ more than 95% 2026: > 95% 2025: > 95% 2024: > 95% ## Gender diversity Our team continues to be balanced (female male ratio, as at 30 April each year) ![img-5.jpeg](img-5.jpeg) ![img-6.jpeg](img-6.jpeg) ![img-7.jpeg](img-7.jpeg) Female Male ## Average employee tenure ![img-8.jpeg](img-8.jpeg) ![img-9.jpeg](img-9.jpeg) We love transactions! ¹ Over 95% of respondents answered YES to both questions: "Do you feel proud to be part of the BCG team?" and "Would you recommend your friends to work here?" in our annual employee engagement survey. Baltic Classifieds Group PLC Annual Report and Accounts 2026 3 STRATEGIC REPORT --- ![img-10.jpeg](img-10.jpeg) ## Chair’s Statement *“Our consistent growth, resilience through changing market conditions and disciplined focus on our core strengths continue to set us apart.”* **Trevor Mather, Chair** ### Overview The past year has been one of continued resilience and disciplined execution of strategy for the Group. Our portals remain within the most visited sites in Lithuania and Estonia, and we continue to hold a significant lead over our nearest competitors across our largest sites, meanwhile our take rates across Real Estate, Auto and Jobs remain well below those of similar leading marketplaces across the western world. 2026 was not without challenges. Market conditions remained mixed, with a slow recovery in the Estonian automotive market and changes to the Lithuanian second-pillar pension system affecting consumer behaviour. An unusually long and severe winter also impacted transaction volumes across Autos, Generalist and Services. Despite these headwinds, the Group again delivered strong results, reflecting both the resilience of our model and the strength and focus of our execution which continues to set us apart. ### Maximising shareholder value The Board remains committed to a disciplined and transparent capital allocation framework. We intend to return meaningfully all excess cash to shareholders in a timely manner through dividends and share buybacks and are comfortable operating with an appropriate level of leverage where this enhances long-term shareholder value. During the year, we have made strategic use of leverage to support share buybacks, reflecting both confidence in the long-term prospects of the business and our strong belief that the share price has not reflected the Group’s underlying value this year. The Board continues to monitor market perceptions closely, including sentiment around AI, and remains clear on the strength and resilience of our marketplace model. We also completed a consultation on a new Remuneration Policy, responding constructively to shareholder feedback and ensuring that executive incentives remain appropriately aligned with long-term performance and value creation. ☛ For more on our capital allocation and remuneration see the Financial Review and Remuneration Report on pages 19 and 64. ### Board changes and governance Strong governance remains a cornerstone of our success. Building on our stated succession ambitions, the Board continued to focus on composition, skills and long-term effectiveness. The Board continued to strengthen its oversight of risks and opportunities, including AI and cyber security, with regular internal updates and external briefings to ensure informed, balanced decision-making. Following a comprehensive external Board performance review, the Board was confirmed to be operating effectively, with constructive challenge and clear strategic oversight. An excerpt from the review summary: “BCG compares exceptionally well to other Boards. The depth of industry experience among their Non-Executive Directors sets the BCG apart from many of its peers, and this is a key driver in enabling the Board to add tangible value to the organisation, but Directors are also refreshingly disciplined about where they intervene, giving management space to deliver”. The review also informed work on Board succession planning. During the year, the Company utilised its succession planning framework following Simonas Orkinas’ decision to retire as Chief Operating Officer. As part of a planned and orderly transition, Artūras Mizeras was appointed to succeed Simonas as Chief Operating Officer. Artūras will assume the Chief Operating Officer role but will not join the Board at that time. A clear succession roadmap has also been developed to support future Board and Senior Management succession requirements. On behalf of the Board, I would like to extend our sincere thanks to Simonas for his exceptional contribution to the Group over the past 18 years. As the first employee of Skelbiu.lt, he has played an important role in the Group’s journey from its early beginnings to becoming a publicly listed company. His dedication, leadership and deep knowledge of the business have been invaluable, and we are deeply grateful for his significant contribution. We wish him every success in the future. ☛ For more on our Board see pages 44 and 45; Board effectiveness see page 58 and Governance see page 43. ![img-11.jpeg](img-11.jpeg) 4 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Chair's Statement continued STRATEGIC REPORT ## Employees The Group is led by an experienced management team at both Group and portal level, united by a shared commitment to rapid decision-making, lean operations, trust and collaboration. As a Board, we remain acutely aware of the importance of culture and ensure it is reflected in our discussions and decision-making. During the year, we further strengthened the Board's focus on culture, behaviours and decision-making. This included direct engagement with employees, time spent understanding our operations at local level and regular consideration of workforce and ethical matters. As a Board, we remain conscious of our role in setting the tone from the top, and the expanded disclosure on Board oversight of culture in the Governance Report provides greater insight into how the Board assesses, discusses and supports the Group's culture in practice. We are proud of our people and the role they play in building a resilient, adaptable and innovative business. ☞ For more on our Purpose and Culture see page 11 and our People see pages 29 to 32. ## Environment, Social and Governance I remain closely involved in ESG matters, jointly sponsoring the Group's ESG working group alongside Jurgita. Our priorities are clear: to protect and support our people, customers and wider stakeholders, while acting responsibly and respectfully towards the environment. During the year, we continued to make tangible progress, including further decreasing emissions from company vehicles, increasing the proportion of renewable electricity used and continued focus on diversity and inclusion. The Group's approach to ESG is pragmatic and embedded — aligned with long-term value creation rather than short-term targets alone. ☞ For more on our ESG see pages 22 to 36. ## Looking ahead While market conditions remain uncertain in parts of the Baltic region, the fundamentals of our business are strong. Our strategy remains consistent, relevant and achievable which is to focus on the core of our marketplaces, continuously improve the consumer experience, evolve pricing and packaging, and invest selectively in products and technologies, including AI, that strengthen our platforms and reduce friction for users. The Board is confident in the Group's long-term prospects and looks ahead with optimism. On behalf of the Board, I would like to thank all our employees for their continued dedication and contribution, and our consumers, advertisers, partners and shareholders for their ongoing trust and support. *Trevor Mather* Chair 1 July 2026 ![img-12.jpeg](img-12.jpeg) Baltic Classifieds Group PLC Annual Report and Accounts 2026 5 --- ![img-13.jpeg](img-13.jpeg) # CEO's Statement ## Maintained strong consumer engagement and market leadership: - On average, a resident in the Baltics visited one of our sites ten times per month¹. - Our site leadership positions² remained strong for all of our largest websites: Autoplius at 5x (6x in 2025), Auto24 at 28x (36x in 2025), Amodas at 62x (27x in 2025), KV plus City24 in Estonia at 16x (13x in 2025), CVBankas at 5x (5x in 2025) and Skelbiu at 24x (21x in 2025). ## Maintained a resilient customer base and delivered continued monetisation growth: - The average monthly number of business customers remained broadly stable: automotive dealers -2%, real estate brokers +3%, customers in Jobs³ +1%. - Auto, Real Estate and Generalist all saw a decrease in inventory levels. Active C2C ads decreased by 26% in Auto⁴, 6% in Real Estate, and 2% in Generalist⁵. Services active C2C ads grew by 12%. - Pricing and packaging changes supported ARPU⁶ growth in B2C across all business areas. Within C2C, yields⁶ increased in Auto, Real Estate and Generalist, reflecting the combined effect of pricing and packaging changes and greater uptake of longer-term packages. In contrast, Services yield decreased, primarily due to changes in the mix of service providers. ## Market context: Inflationary pressures re-emerged in Lithuania and Latvia in calendar year 2025, following an unusually low inflation environment in calendar year 2024, while Estonia also recorded higher inflation, although the increase was less pronounced. Against this backdrop, average real estate prices increased across all three Baltic countries, supported by continued wage growth, resilient labour markets and improving domestic demand. In the automotive market, average listed car prices also increased in Lithuania and Estonia, although Estonia faced a more challenging market environment following the introduction of the vehicle tax in January 2025. Automotive markets in Lithuania and Estonia showed different trends. Lithuania maintained a solid growth, supported by sustained growth in used car imports, rising new car sales, and improving consumer purchasing power, while Estonia faced headwinds following the introduction of the vehicle registration and ownership tax in January 2025. Across both markets, total automotive transactions declined by 11%, as growth in Lithuania was outweighed by lower volumes in Estonia. At the same time, the average car price on our auto sites increased by 2%, indicating continued price growth, although the reported increase was moderated by a shift in the geographical sales mix following a decline in Estonian sales, where average vehicle prices are higher. Real estate market activity strengthened, supported by lower interest rates and a gradually improving macroeconomic environment across the region. Total transaction volumes increased by 5% over the past 12 months, while average apartment prices in the Baltic capital cities also rose by 5% in calendar year 2025. Lithuania remained the main driver of activity, with total transaction volumes increasing by 9%, whereas Latvia and Estonia were broadly stable, with only slight declines in volumes. Price growth was strongest in Vilnius and Riga, while Tallinn remained broadly stable. Over the past 12 months, employer activity moderated, with the number of job ads listed declining by 4% while the number of companies grew by 1% year-on-year. Monthly postings were generally lower throughout the period, before showing early signs of recovery in March-April 2026. By contrast, jobseeker activity remained broadly consistent with the elevated levels seen in previous years, indicating continued engagement from candidates despite lower employer demand. This was supported by Lithuania's continued positive net migration trend. At the same time, the Lithuanian labour market remained resilient, with unemployment decreasing and average salaries rising by 8%, highlighting still healthy underlying labour market conditions. More people are seeking to find service providers online, leading to solid growth in our Services vertical. Generalists continue to serve as an effective marketing tool for our verticals, driving substantial traffic and generating valuable content for our verticals. Competition, primarily from our own vertical platforms as well as from other marketplaces, contributed to a decline in paid listings on our Generalist platform, while free listings remained stable, resulting in a slight 2% decrease in total inventory this year. ☞ For more details on market context see the Market Overview on pages 7 to 9. While it was undoubtedly a challenging year, the morale and motivation of our team have remained remarkably strong. I am incredibly proud that over 95% of our employees continue to feel proud to be part of the BCG team. I want to express my deepest gratitude to all of my colleagues for their unwavering dedication and outstanding efforts. **Justinas Šimkus** Chief Executive Officer 1 July 2026 ” Looking ahead, the strategic C2C price changes we implemented in March 2026, alongside our planned B2C enhancements for the autumn, position us well to accelerate our top-line growth back into the double digits next financial year. **Justinas Šimkus, CEO** This past year presented a challenging landscape, yet BCG once again demonstrated the resilience of its business model. We delivered solid financial results, with both revenue and EBITDA growing by 7%. We also successfully maintained our highly attractive EBITDA margin at 78%. Excluding the impact of the introduction of the car tax in Estonia in January 2025, which created significant headwinds for listing volumes on our Auto24 portal, the broader BCG portfolio delivered double-digit growth. Across our verticals, Real Estate was our clear growth champion, delivering an exceptional 17% increase in revenue for the full year. We also saw healthy momentum in our Jobs & Services segment, where revenue growth accelerated from 7% in the first half to 11% in the second half, resulting in a 9% increase for the full year. Our Auto business remained flat – a highly resilient performance considering the strong volume headwinds and the coldest winter our region has experienced in 30 years. Finally, our Generalist segment, while our smallest business line, continues to provide a defensive element to the portfolio and delivered steady revenue growth of 3%. Looking ahead, the strategic C2C price changes we implemented in March 2026, alongside our planned B2C enhancements for the autumn, position us well to accelerate our top-line growth back into the double digits next financial year. ¹ Source: Google Analytics, 2026. ² Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the next relevant player is a generalist portal, therefore, the relative market share for this generalist portal is calculated by multiplying time on site by the percentage of active automotive listings out of total listings at the end of the reporting period. ³ In Jobs & Services business line B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore Jobs portal information is presented for B2C and Services platforms information is presented for C2C. ⁴ Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories). ⁵ Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the number of active ads includes both paid and free ads and represents total inventory available on the website. ⁶ Yield refers to the average monthly revenue per C2C listing (in Auto, Real Estate and Generalist), per active C2C ad (in Auto, Real Estate, Services) or ARPU in B2C. Revenue per listed ad reflects the total revenue generated from each new listing or extension over its entire active period. In contrast, revenue per active ad represents the average monthly revenue attributable to each active ad on our websites. ARPU is monthly average revenue per user (in Auto – per dealer, in Real Estate – per broker, in Jobs – per client). 6 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- STRATEGIC REPORT # Market Overview ## Macroeconomic overview The Group operates in the Baltic region, generating 73% of its revenue for the financial year from Lithuania, 25% from Estonia and 2% from Latvia. For context, the Baltic states, also known as the “Baltics”, consist of Lithuania, Estonia and Latvia. Note: the macroeconomic data in the Macroeconomic overview is presented in calendar years, which differ from our financial year that starts on 1 May and ends on 30 April. The Baltic States have been a part of NATO, the European Union, the euro area and OECD since: - 2004: the Baltic states joined NATO - 2004: the Baltic states joined the European Union - 2010: Estonia joined OECD - 2011: Estonia joined the euro area - 2014: Latvia joined the euro area - 2015: Lithuania joined the euro area - 2016: Latvia joined OECD - 2018: Lithuania joined OECD The Baltic region has a strong credit profile with some of the lowest gross public debt to gross domestic product (“GDP”) ratios in Europe in 2025: 40% in Lithuania, 24% in Estonia and 49% in Latvia. These are significantly below the euro area average of 87%.¹ The Baltics have a total population of 6.0 million (Lithuania: 2.8 million, Estonia: 1.3 million and Latvia: 1.8 million)² and had a nominal aggregate GDP of approximately €168.9 billion in 2025 (Lithuania: €84.3 billion, Estonia: €41.6 billion and Latvia: €43.0 billion).³ Real GDP per capita, CAGR 2000-2025 ![img-14.jpeg](img-14.jpeg) Source: Eurostat (data for EA members), The Office for National Statistics (data for United Kingdom) The region’s economy has demonstrated resilience and ability to grow significantly over the period of last 25 years, with real GDP per capita growing at a compound annual growth rate (“CAGR”) of 4.6% in Lithuania, 2.9% in Estonia and 4.0% in Latvia from 2000 to 2025, compared to 0.9% in the euro area. After withstanding multiple shocks in recent years - from the pandemic to war-related disruptions - the Baltic economies entered 2025 with gradual recovery momentum, although the outlook became more challenging due to renewed geopolitical uncertainty and sharply rising energy prices. In 2025, all three Baltic economies recorded positive GDP growth, with Lithuania expanding by 2.9%, Latvia rebounding to 2.1%, and Estonia returning to growth at 0.6%, while labour markets remained broadly resilient despite somewhat higher inflation.¹ Looking ahead, GDP growth in the Baltics is forecast to remain solid in 2026 and 2027. GDP is expected to grow by 3.2% in 2026 and 2.1% in 2027 in Lithuania, by 2.5% and 2.7% respectively in Estonia, and by 2.2% and 2.4% respectively in Latvia.¹ Inflationary pressures re-emerged in Lithuania and Latvia in 2025, following an unusually low inflation environment in 2024, while Estonia also recorded higher inflation, although the increase was less pronounced. Consumer price growth reached 3.4% in Lithuania, 4.8% in Estonia, and 3.8% in Latvia, indicating a renewed build-up in price pressures, although still far below the high levels recorded two years earlier. In 2025, wage growth remained robust, although it moderated compared with 2024. Wages and salaries increased by 8.4% in Lithuania, 5.6% in Estonia, and 7.7% in Latvia, underlining continued labour market resilience and supporting household income growth across the region. At the same time, labour market conditions across the Baltic states remained broadly resilient, with unemployment easing to 6.9% in Lithuania and 7.5% in Estonia, while remaining stable at 6.9% in Latvia. While labour markets continued to show resilience, unemployment remained slightly above the euro area average, indicating some spare capacity across the region. Consumer prices, YoY change ![img-15.jpeg](img-15.jpeg) Wages, YoY change ![img-16.jpeg](img-16.jpeg) Unemployment ![img-17.jpeg](img-17.jpeg) Source: Skandinaviska Enskilda Banken (SEB), May 2026. Actual figures in 2024-2025 and forecasted figures in 2026-2027 ¹ Source: Skandinaviska Enskilda Banken (SEB), May 2026. ² Source: Worldometers, May 2026. ³ Source: Eurostat, June 2026. Baltic Classifieds Group PLC Annual Report and Accounts 2026 7 --- Market Overview continued ## Automotive market Baltic Classifieds Group operates automotive portals in Lithuania and Estonia. Over the past 12 months, the automotive market in Lithuania maintained solid growth, supported by growing new car sales, continued growth in used car imports, and improving consumer purchasing power. On the contrary, the automotive market in Estonia faced significant headwinds following the introduction of the vehicle registration and ownership tax in January 2025. The combined auto markets in Lithuania and Estonia proved resilient despite significant volume headwinds from the introduction of a vehicle tax in Estonia, as well as exceptionally harsh winter conditions across the region. The winter was one of the coldest in recent decades, with both January and February 2026 substantially colder than seasonal averages$^{1}$. It was not only unusually cold, but also prolonged, with significant snowfall and snow accumulation disrupting normal market activity. The extended period of freezing temperatures and persistent snow cover likely delayed some C2C transactions, as adverse weather conditions make vehicle inspection, washing, photography and test drives more difficult and less attractive for both buyers and sellers. During this financial year, the number of new car transactions increased by 7% to 63 thousand per year, while the number of used car transactions, the segment most relevant to the Group's automotive platforms, declined by 13% to 425 thousand per year, combined across both Lithuanian and Estonian markets. Lithuania continued to demonstrate strong automotive market activity, which increased by 8% year-on-year, supported by sustained growth in used car imports, where they represent a significant portion of dealer business. In Estonia, transactions declined by 43% year-on-year, reflecting the introduction of the new vehicle tax, extremely cold winter, and a particularly demanding comparison against record-high volumes in the prior year, as some purchases were likely brought forward into late calendar year 2024 ahead of the new tax. Nevertheless, the Estonian automotive market is showing signs of improvement in the early months of 2026. The average price of a car within our auto sites increased by 2%, reaching approximately €12.3 thousand. Continuously increasing price levels are supported by healthy demand in Lithuania, where improving disposable incomes and favourable financing conditions remained supportive. In Estonia, average car prices increased as the introduction of the new vehicle tax reduced the supply of lower-priced vehicles on the market, causing the listing mix to shift towards more expensive cars and therefore lifting average prices. A combination of a slightly higher average car price, and improving consumer financing conditions, driven by lower Euribor rates, supported an improving dealer margin environment in Lithuania. Dealers benefited from rising transaction volumes and values, and faster inventory turnover, while lower financing costs also made used car purchases more accessible to consumers, sustaining strong demand in Lithuania. In contrast, market activity in Estonia was disrupted by the introduction of vehicle transaction and ownership taxes, which negatively affected buyer demand. As a result, transaction volumes declined and average selling times increased. Average used vehicle price and total transactions$^{2}$ ![img-18.jpeg](img-18.jpeg) Source: Company information (average used vehicle price); State Enterprise Registra, AutoTyrimai, Estonian Transport Administration (number of transactions) ## Jobs and services market The Group operates an online jobs board in Lithuania. Over the past 12 months ending April 2026, employer activity moderated, with the number of job ads listed declining by 4% year-on-year. Monthly postings were generally lower throughout the period, before showing early signs of recovery in March-April 2026, pointing to resilient underlying demand for workers in the Lithuanian job market. A competitive labour market and increased minimum wages have supported strong wage growth. Over the past ten years, the compound annual growth rate of the average gross wage was a notable 10%, demonstrating consistent and substantial salary increases.$^{3}$ The calendar year 2025 was similar as well, with the average gross wage in Lithuania increasing by 8%. Growing wages continue to support the trend towards greater investment in employee search and selection. The average unemployment rate in Lithuania declined slightly from 7.1% to 6.9% in calendar year 2025. A further improvement to 6.8% is expected in 2026, supported by forecast GDP growth of 3.2%.$^{4}$ Employment levels, which remained close to record highs, highlighted the continued resilience of the Lithuanian labour market despite continued uncertainty in the geopolitical environment. Jobseeker activity remained resilient - over the past 12 months ending April 2026, application volumes on CVbankas. It remained broadly in line with the elevated levels recorded a year earlier. This was supported by Lithuania's continued positive net migration trend and a broadly stable labour market environment. The Group also operates services portals in Lithuania, Latvia and Estonia. In 2026, the number of active advertisements on our portals increased by 12% year-on-year, reflecting continued strong engagement with our platforms. $^{1}$ Lithuanian Hydrometeorological Service, 2026 and University of Tartu, 2026. $^{2}$ Number of transactions in Lithuania and Estonia, including vehicles that were registered in these countries for the first time. $^{3}$ Source: The Lithuanian Department of Statistics. $^{4}$ Source: Skandinaviska Enskilda Banken (SEB), May 2026. 8 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Market Overview continued ## Real estate market The Group operates online classifieds portals in the real estate markets of Lithuania, Estonia and Latvia. The home ownership rates in Lithuania, Estonia and Latvia are some of the highest in Europe: 87% (17% with mortgage or loan), 80% (25% with mortgage or loan) and 82% (14% with mortgage or loan) respectively.$^{1}$ Accordingly, secondary market transactions in the region are popular and account for the majority of real estate transactions.$^{2}$ During the last 12 months ending April 2026, the Baltic real estate market has benefitted from a reduction in interest rates, growing Lithuanian and Latvian economies, and Estonian economy recovering from a recessionary phase. These factors led to a 5% increase in the number of real estate transactions in 2026, bringing the total to 226 thousand transactions. This figure includes 104 thousand$^{3}$ residential and 121 thousand$^{4}$ non-residential real estate and land transactions. The Baltic capital cities achieved an average apartment price increase of 5% in calendar year 2025, led by strong 5% growth in both Vilnius and Riga. Tallinn prices remained stable with a 1% rise, as a shortage of newly built homes shifted the market mix towards older properties, making overall price growth appear lower than it actually was. The overall upward momentum in real estate prices across the Baltics was supported by growing economies, declining interest rates, and improving consumer confidence. Lithuania remained the main driver of regional activity, accounting for 60% of total Baltic transactions and recording a 9% increase in total volume, supported by a 12% surge in residential transactions from May 2025 to April 2026. This activity was supported by an increase in consumer spending from autumn 2025, as households brought forward purchases in anticipation of changes to Lithuania's second-pillar pension system, which from April 2026 permit partial withdrawals of pension savings. At the same time, the supply was constrained in the first quarter of calendar year 2026, as some sellers delayed listing properties in anticipation of the reform and the forthcoming reduction in mortgage down payment requirements, which will come into effect in August 2026. While transaction volumes slightly dipped in Latvia and Estonia, both markets demonstrated solid underlying activity. Latvia's market remained stable overall, with growth concentrated in energy-efficient new developments that offset slower turnover in older housing stock. In Estonia, total transaction volume remained stable as well. Average apartment price in calendar years$^{4}$ ![img-19.jpeg](img-19.jpeg) Source: Swedbank Real estate transactions during financial years$^{5}$ ![img-20.jpeg](img-20.jpeg) Source: State Enterprise Centre of Registers Lithuania, Land Register Latvia, Land Board Estonia ## Generalist market The Group operates generalist portals in Lithuania and Estonia. The Lithuanian and Estonian e-commerce markets experienced significant growth, with a combined CAGR of 20% from calendar year 2017 to 2019, 37% from 2019 to 2021, and 14% from 2021 to 2025. Although growth in recent years has normalised since the peak pandemic years of 2020 and 2021, it has remained at healthy levels. This sustained growth continued to support our generalist platforms and ancillary offerings, such as delivery services. The generalist market is becoming more competitive. BCG's largest generalist platform, Skelbiu.It, operates in the real estate, automotive, jobs, and services markets. It is facing growing competition from specialised vertical platforms. In particular, it competes with our own verticals, and we are comfortable with users shifting to dedicated, tailored platforms that offer a better experience and improved monetisation opportunities. The pure generalist categories are also under pressure from C2C marketplaces like Vinted and international B2C platforms such as Temu. Despite these challenges, Skelbiu.It is now the fifth most-visited website in Lithuania according to Similarweb data and continues to operate E-commerce market growth$^{5}$ ![img-21.jpeg](img-21.jpeg) Source: Euromonitor, May 2026. Actual figures in 2017-2025 and forecasted figures in 2026-2028 as a strong standalone business. It serves as a significant traffic driver for our verticals and forms part of our B2C and C2C offerings for clients through cross-listing. Additionally, it plays a strategic role in defending our market position against new entrants. $^{1}$ The home ownership rate measures the share of the population who are owner-occupants with or without a mortgage. Source: Eurostat, calendar year 2025. $^{2}$ Source: Company information. $^{3}$ Source: State Enterprise Centre of Registers Lithuania, Land Register Latvia, Land Board Estonia. The data is preliminary, as there are delays in the registration of information in the Land Register Latvia. $^{4}$ Average apartment price per square metre in Vilnius, Tallinn and Riga during calendar years 2023, 2024 and 2025. $^{5}$ Total number of real estate transactions in Lithuania, Estonia and Latvia. $^{6}$ E-commerce retail value RSP (retail selling price) excl. sales tax in calendar years. Figures, including historical data, have been updated to reflect changes in Euromonitor data. Baltic Classifieds Group PLC Annual Report and Accounts 2026 9 STRATEGIC REPORT --- # Our Business at a Glance BCG is a set of leading online classifieds websites across real estate, auto, jobs and services, and general merchandise in the Baltic region. The Group is proud to be operating 14 online portals as shown in the Our brands section in the table below. Our portals are among the most visited websites in Lithuania and Estonia. The majority of the Group's traffic is derived from owned sources: direct visits, branded organic search and email, together accounting for 77% of total traffic¹. In terms of external acquisition channels, traffic generated through generative AI platforms remains insignificant at approximately 0.2% of total traffic, while paid search traffic is also minimal. This small share of AI-driven traffic stands in contrast to regional trends, where AI adoption in the Baltics grew to 38% during the 2025 calendar year (above EU average of 33%).² This indicates that despite rising AI adoption for other tasks, users consistently prefer our marketplaces as the definitive starting point for their journey. Consequently, the Group's reliance on paid search channels and AI-driven discovery is minimal, allowing us to maintain total marketing expenses at just under 2% of Group revenue. Based on the number of user visits and the number of online listings across the Group portals, BCG is foremost in the online classifieds market. In 2026, the Group's portals were visited on average 56.9 million times per month which means that on average, a resident in the Baltics visited one of our sites ten times every month.³ Our portals are arguably among the easiest and most effective ways for advertisers to reach relevant audiences and facilitate transactions in real estate, auto, and general merchandise, as well as job seeking, recruiting and finding service providers. ” BCG is a set of leading online classifieds websites across real estate, auto, jobs and services, and general merchandise in the Baltic region. We love transactions! ## Our business model Our success stems from a proactive, consumer-focused business model that combines both specialised (vertical) and generalist (horizontal) online portals, as illustrated in the Our brands section in the table below. Our brands include vertical portals tailored to specific industries, facilitating advertising, promotion and sales within those sectors. These portals attract a significant number of loyal and returning business customers (B2C subscribers with contracts) and are also widely used by individual customers and the general public (C2C users engaging in one-time transactions and returning to our portals periodically to transact), enriching our portals with unique and hard-to-replicate content. In addition, we operate horizontal, or generalist, portals - including marketplaces, an online auction website, and a price comparison website - which are popular among individual customers and the general public. The advantages of this combined business model are: - A broad selection for prospective consumers, maximising our audience reach. - The ability to cross-list items between vertical and generalist portals, expanding reach, increasing available content, and driving traffic from generalist portals to higher monetisation vertical portals. - Strong brand awareness across a wide network. | Our brands | Auto | Real Estate | Jobs & Services | Generalist | | --- | --- | --- | --- | --- | | Lithuania | autoplius.lt autoistorija.lt | aruodas.lt untu | (Services) Paslaugos.lt GV bankas (Jobs) | skelbiu.lt KAINOS.lt | | Estonia | auto24.ee virento.ee | KV.EE City24.ee | (Services) GetePro | OSTA.EE kuldas BORS | | Latvia | | City24.lv | (Services) GetePro | | | % of BCG revenue for 2026 | 36% | 29% | 20% | 15% | ¹ Source: Similarweb data for the Group's largest portals, representing c. 90% of Group revenue, 2026. ² Source: Eurostat, 2025. ³ Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control of third-party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all website visits, and some user activity may be underreported. 10 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Our Business at a Glance continued ![img-22.jpeg](img-22.jpeg) ## Our market position The Group's portals attract a large and highly engaged consumer audience. Our leadership¹ position remains very strong compared to our closest competitor for all of our largest websites: Autoplius at 5x (6x in 2025), Auto24 at 28x (36x in 2025), Aruodas at 62x (27x in 2025), KV plus City24 in Estonia at 16x (13x in 2025), CVBankas at 5x (5x in 2025) and Skelbiu at 24x (21x in 2025). The Group's portals also are among the most visited websites in Lithuania and Estonia. According to April 2026 ratings from Similarweb (which also include websites such as Google, Facebook, Youtube and local online news portals), Skelbiu was the 5th, Autoplius – 7th, Auto24 – 10th, Aruodas – 15th, KV – 14th, Osta – 16th most visited site in their respective countries. ## Our strategy Our successful business model, combining vertical and horizontal platforms, is sustained by strategic decisions, including: - Investing in a fit-for-purpose, long-term technology: we develop all technology in-house and on a portal-specific basis, allowing an agile approach while sharing components and applications across the platforms. This investment builds a scalable infrastructure capable of handling increasing traffic levels and serving as a practical foundation for data-driven and AI-enabled products. - Focusing on cash generation with excellent margins: our market leadership and strong brand identity enable low marketing expenditures. Additionally, our organisational structure supports shared corporate functions and minimal capital expenditure. - Talent recruitment and retention: we attract and retain a highly skilled and efficient workforce. Our core HR objective is to recruit high-potential, motivated employees and provide them with opportunities for growth and development. Together, these strategic decisions demonstrate how our tangible assets, including our scalable technology infrastructure, and intangible assets, such as our proprietary platforms, brand strength and skilled workforce, are integral to our long-term value creation. ☛ For our strategic aims see Moving our Strategy Forward on pages 14 to 15. ## Our purpose and culture BCG's purpose is to connect buyers with sellers, facilitating easier transactions. The Group's purpose, values, and strategy are closely aligned with its culture. Our governance framework, organisational structure, and culture significantly contribute to the successful delivery of our business model and support our overarching purpose. To achieve our purpose, we focus on the following strategic goals: Enhancing the transaction experience. Providing the easiest solutions for sellers and buyers to connect. Ensuring a simple advertising process for our advertisers. Being the primary solution for our consumers' and advertisers' transaction needs. ☛ See pages 50 to 51 for information on our stakeholders and our approach to engagement. ☛ See pages 22 to 36 for information on our approach to Sustainability. ¹ Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the next relevant player is a generalist portal, therefore, the relative market share for this generalist portal is calculated by multiplying time on site by the percentage of active automotive listings out of total listings at the end of the reporting period. STRATEGIC REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 11 --- # Why Invest in Us Attractive business environment Western-minded and business-oriented Part of EU and NATO since 2004¹ Part of the euro area since 2011-2015¹ Part of OECD since 2010-2018¹ Low public debt gross public debt to GDP ratio¹ 40% in Lithuania 24% in Estonia 49% in Latvia vs 87% euro area average GDP growth exceeds euro area average Real GDP per capita CAGR² 2000-2025¹ 4.6% in Lithuania 2.9% in Estonia 4.0% in Latvia vs 0.9% euro area average Digitally competitive environment #17 Lithuania #26 Estonia #31 Latvia IMD World Digital Competitiveness Ranking⁴ High digital quality of life #15 Lithuania #2 Estonia #14 Latvia in digital security globally⁴ eGovernment performance score out of 100 in terms of the maturity of digital public services⁴ 85 Lithuania 89 Estonia 85 Latvia vs 74 EU27 Proven track record and strong financial position Significant monetisation headroom Our take rates are lower than those of our international peers Strong revenue growth 16% Revenue CAGR, 2021-2026 Robust EBITDA⁷ growth 16% EBITDA CAGR, 2021-2026 Exceptional EBITDA margin⁷ 78% Highly cash generative 99% Cash conversion⁷ Strong Balance Sheet 0.7x leverage⁷ compared to 2.75 at IPO in July 2021 ![img-23.jpeg](img-23.jpeg) ¹ Calendar years. ² Calendar year 2025. Source: Skandinaviska Enskilda Banken (SEB), May 2026. ³ Source: Eurostat. ⁴ Source: IMD World Digital Competitiveness Ranking 2025 by International Institute for Management Development. ⁵ Source: Digital Quality of Life, 2025. ⁶ Source: Capgemini eGovernment Benchmark 2025. ⁷ Alternative performance measure (see note 4 to the consolidated financial statements on pages 92 to 93). 2023-2026 EBITDA and 2021-2022 adjusted EBITDA. 12 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Why Invest in Us continued STRATEGIC REPORT ![img-24.jpeg](img-24.jpeg) # Strong foundations support our growth ![img-25.jpeg](img-25.jpeg) We are a clear leader ![img-26.jpeg](img-26.jpeg) Autoplius ![img-27.jpeg](img-27.jpeg) Auto24 ![img-28.jpeg](img-28.jpeg) Aruodas ![img-29.jpeg](img-29.jpeg) KV and City24 in Estonia ![img-30.jpeg](img-30.jpeg) CVbankas ![img-31.jpeg](img-31.jpeg) Skelbiu Leadership position¹ in number of times against closest competitor BCG is a set of leading online classifieds websites across real estate, auto, jobs, services and general merchandise in the Baltics Go-to destination 56.9m visits per month Group's portals were visited on average 56.9 million times a month.² This equals to each resident in the Baltics visiting our site 10 times per month Defensible gateway brands 77% The majority of the Group's traffic is derived from owned sources: direct visits, branded organic search and email³ Benefiting from synergies #1 horizontal and #1 vertical portals reinforce each other A combination of verticals and horizontals brings a lot of synergies and allows covering the wider market Fragmented customer base 54% B2C and 37% C2C Core classifieds revenue amounts to 91%. Having a significant part of C2C adds to customer fragmentation Experienced and diverse team 8 and 12 years of tenure average 8 years of tenure per employee and average 12 years of tenure per Senior Management employee 47:53 the split between women and men in our organisation Highly engaged team >95% more than 95% of our employees feel proud to be a part of the BCG team⁴ Committed to sustainability 75% despite a year-on-year increase resulting from the expansion of office space in Vilnius and unusually cold winter conditions, we have reduced our Scope 1 and 2 carbon emissions by 75% since 2022 ¹ Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the next relevant player is a generalist portal, therefore, the relative market share for this generalist portal is calculated by multiplying time on site by the percentage of active automotive listings out of total listings at the end of the reporting period. ² Source: Google Analytics, 2026. ³ Source: Similarweb data for the Group's largest portals, representing c. 90% of Group revenue, 2026. ⁴ Annual BCG employee survey results, 2026. Baltic Classifieds Group PLC Annual Report and Accounts 2026 13 --- # Moving our Strategy Forward We are committed to being a responsible business. Our priority is to protect and support our people, customers, stakeholders and the environment around us. Our purpose is to connect consumers with advertisers and help them transact more easily. Every day we connect buyers and sellers and facilitate transactions from cars and real estate, job offers to services and consumer goods from professional and private advertisers. The digital marketplaces we operate promote trust, fairness and efficiency. Associated risks ## 1. Drive monetisation of core services The Group is considered to be relatively under-monetised, with significant monetisation headroom. The primary growth driver and focus of the Group is to drive increased monetisation of its core services, by growing average revenue per B2C user and C2C listing. Improving monetisation can take different forms, including pricing actions, product and packaging developments, and enabling upsell and cross-sell. ### How we measure progress - Revenue - C2C yield¹ - B2C average revenue per user (ARPU) ### 2026 progress We delivered another year of revenue growth across all four business units. Group's revenue grew 7% to €88.5 million (2025: €82.8 million). Growth continued to be driven by the Group's core revenue streams. B2C and C2C monetisation improved across most verticals through pricing actions, product enhancements and package optimisation. See Operational Review on pages 20 to 21 for more on product developments. At the beginning of the reporting period, we implemented C2C pricing and packaging changes, impacting the entire financial year. Revenue per listed ad increased to €41 in Auto (2025: €34), €80 in Real Estate (2025: €64) and €10 in Generalist (2025: €8). Monthly revenue per active ad increased to €27 in Auto (2025: €22) and €30 in Real Estate (2025: €25). Annual B2C pricing actions were implemented in September and October 2025 for Auto in Lithuania and Real Estate platforms across all three countries, supported by ongoing product and packaging enhancements. In Jobs, the pricing programme commenced in September 2025 and is expected to roll out over a 12-month period. In Auto in Estonia, B2C pricing adjustments were postponed due to prevailing market conditions. B2C monthly ARPU increased across all business lines, with Auto ARPU up 13% to €378 (2025: €333), Real Estate ARPU up 16% to €252 (2025: €217) and Jobs ARPU up 8% to €496 (2025: €461). Associated risks ## 2. Drive more listings and traffic across the Group's portals The Group will continue to leverage its existing strong market positions of its portals and high brand recognition to drive more listings and traffic across its portals. As more listings are added, consumer audience traffic is expected to increase, and as traffic increases, the portals become more attractive, which in turn attracts more listings. These network effects are expected to continue supporting revenue growth through increased income from listing fees, subscription fees, and other revenue sources. ### How we measure progress - Leadership position² against closest competitor - Traffic to our sites³ ### 2026 progress The Group has achieved high market penetration, supported by its leading market positions and strong brand affinity. Our leading sites continue to maintain a strong leadership position² against closest competitors. With a large and engaged consumer audience, the Group's brands are widely known and thus organically attract advertisers to advertise products for sale, resulting in the Group's portals having leading content that in turn attracts more consumer traffic. Despite softer inventory levels in certain categories, the Group maintained strong audience engagement. According to Google Analytics, our portals attracted approximately 56.9 million visits per month on average during 2026, equivalent to around ten visits per month for every resident in the Baltics. Associated risks ## 3. Grow ancillary revenue through existing and new partnerships In addition to increasing monetisation of the core classifieds services, the Group aims to grow revenue by offering ancillary products and services, with the overall objective of enhancing the transaction journey of consumers and advertisers in the Baltic markets. ### How we measure progress Revenue from ancillaries ### 2026 progress Our ancillary revenue declined 3% to €4.3 million (€4.4 million in 2025), primarily reflecting lower financial intermediation revenue within the Auto business line. Ancillary revenue streams outside financial intermediation, including data products and other services, grew strongly during the year. Nevertheless, given the significant contribution of financial intermediation to total ancillary revenue, this growth was more than offset by lower financial intermediation activity, resulting in a modest overall decline in ancillary revenue. We continued to develop ancillary revenue opportunities across the Group by expanding value-added products, data services and AI-enabled functionality across our marketplaces. During the year, we focused on enhancing customer experience, improving marketplace efficiency and supporting additional monetisation opportunities for both professional and private users. We also continued to strengthen our offering through analytics, workflow tools, and platform safety features across all business lines. ¹ Yield refers to the average monthly revenue per C2C listing (in Auto, Real Estate and Generalist) or per active C2C ad (in Auto, Real Estate, Services). Revenue per listed ad reflects the total revenue generated from each new listing or extension over its entire active period. In contrast, revenue per active ad represents the average monthly revenue attributable to each active ad on our websites. ² Leadership position in number of times against closest competitor, based on time on site using Similarweb data, except for Auto24. Auto24 has no significant vertical competitor, the next relevant player is a generalist portal, therefore, the relative auto market share for this generalist portal is calculated by multiplying time on site by the percentage of active auto listings out of total listings at the end of the reporting period. ³ Cookie consent policies (general obligation to consent with all cookies that are not strictly necessary for website operation) and internet browser policies of more strict control of third-party cookies on websites both result in loss of data collected by web analytics services like Google Analytics. As a result, the traffic data shown above may not capture all website visits, and some user activity may be underreported. 14 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Moving our Strategy Forward continued STRATEGIC REPORT Associated risks key: - Geopolitical risk - Disruption to our customer and/or supplier operations - Laws & regulations - Technology - Acquisition risk - Competition - Climate change Associated risks #### 4. Continuously improve the Group's scalability and maintain high levels of operational efficiency while making necessary investments While the Group already demonstrates high operating leverage and operational and cost efficiency, it is committed to continue optimising costs and maintaining high cash conversion. However, the commitment to a lean and efficient organisation does not prevent the Group from making strategic investments, for example in technology, to maintain its market-leading position and strong value proposition for listers and consumers, and to support the sustainability of a growing organisation. The Group has a robust process of assessing business areas requiring further investments, and a streamlined approach to implementing internal change, with recent examples including the increased investment in the technology team and framework. How we measure progress - EBITDA¹ and EBITDA margin¹ - Adjusted operating profit¹ - Operating profit - Cash generated from operating activities - Cash conversion¹ - Adjusted net income¹ - Basic EPS - Adjusted basic EPS¹ 2026 progress Despite mixed market conditions, 2026 marked yet another good year in terms of financial results. Our EBITDA¹ increased by 7% to €68.6 million (€64.4 million in 2025) and we maintained our EBITDA margin at 78% (2025: 78%). Adjusted operating profit¹ increased by 7% to €67.8 million (2025: 63.6 million). Operating profit increased by 13% to €60.4 million (2025: €53.5 million). Cash generated from operating activities increased by 5% to €69.9 million (2025: €66.8 million). Cash conversion¹ maintained at 99% (2025: 99%). Adjusted net income¹ increased by 7% to €58.1 million (2025: €54.4 million) Basic EPS increased by 16% to 10.8 euro cent (2025: 9.3 euro cent). Adjusted basic EPS¹ increased by 9% to 12.3 euro cent (2025: 11.3 euro cent). Associated risks #### 5. Pursue strategic opportunities through acquisitions One of the priorities of the Group's capital allocation policy is to continue considering value-creating M&A opportunities. The Group constantly evaluates its portfolio to optimise value creation and continues to pursue attractive options for inorganic growth, particularly through bolt-on acquisitions and in-market consolidation within the Group's existing markets, as well as potential expansion into new markets outside the Baltics, with a strong focus on similarly high-quality, market-leading businesses. How we measure progress - Filling in the "gaps" in the matrix of geographies and business lines - Revenue from acquisitions 2026 progress Untu.It, a lead generation and property valuation business that was acquired in 2025, continued to strengthen the Group's Real Estate offering in Lithuania by enhancing lead generation capabilities, supporting property sellers and providing additional value-added services for agents. The Group continues to assess selective acquisition opportunities that complement its existing portfolio and support long-term growth. Associated risks #### 6. Promote circular economy and minimise our own impact on the environment BCG is committed to being a responsible business and its priority is to protect its people and the environment. Climate change is regarded as a Board-level governance issue. The ESG working group demonstrates our commitment to progressing with our climate change agenda. We are strongly committed to providing a safe, supportive and positive working environment and continuously seek ways to improve internal communication, ensuring our employees remain connected and engaged. How we measure progress - Total CO₂ emissions - Employee engagement level - Gender diversity 2026 progress In 2026, emissions from the Group's own operations (Scope 1 and Scope 2) increased by 21%, primarily due to the expansion of office space in Vilnius and higher heating-related emissions during an unusually cold winter. While overall emissions increased, we continued to make progress in reducing our environmental impact. During the year, we achieved 18% reduction in Scope 1 vehicle emissions and an increase in renewable electricity usage to 95%. During the year we conducted our annual employee engagement survey and were pleased that, consistent with previous years, more than 95% of our employees responded positively to both of the following questions: - "Do you feel proud to be part of the BCG team?" and - "Would you recommend your friends to work here?". We acknowledge the significance of gender diversity and take pride in our female-to-male ratio of 47:53 (as of the end of 2025: 49:51). ¹ Alternative performance measure, see note 4 to the consolidated financial statements. Baltic Classifieds Group PLC Annual Report and Accounts 2026 15 --- ![img-32.jpeg](img-32.jpeg) # Financial Review ## Revenue In 2026, the Group's revenue grew by 7% to €88.5 million (2025: €82.8 million), driven by continued monetisation progress across the core classifieds revenue streams: - The Auto business line was broadly flat. Automotive B2C grew by 11%, while C2C declined by 9%, reflecting temporary weakness in the Estonian market following the introduction of vehicle transaction and ownership taxes in January 2025, alongside severe weather-related disruption to C2C Auto activity in Lithuania and Estonia during January and February 2026. Trading trends improved from March 2026 onwards and have since broadly aligned with management expectations. - The Real Estate business line grew by 17%. The core, B2C and C2C, grew by 20% and 12% respectively. - The Jobs & Services business line grew by 9%. Both B2C (Jobs) and C2C (mainly Services) each grew by 9%. - The Generalist business line, which is largely C2C, grew by 3%. The Board launched an accelerated share buyback programme, and by mid-June 2026 the Company had repurchased 10% of its issued share capital. Lina Mačienė, CFO Core classifieds revenue streams, B2C and C2C, together comprised 91% of total revenue (2025: 90%). B2C revenue, representing 54% of Group revenue, grew by 13%. C2C revenue, representing 37% of Group revenue, grew by 1%. Advertising and ancillary revenues represented 4% and 5% of Group revenue, respectively. During the year, advertising revenue declined by 2% and ancillary revenue declined by 3%. Ancillary revenue decline primarily reflects lower financial intermediation revenue within the Auto business line. Ancillary revenue streams outside financial intermediation, including data products and other services, grew 51% during the year, driven by car history reports and real estate ancillary products from Untu.lt, acquired at the end of FY2025. In our core revenue streams, the main drivers of revenue growth remained pricing and packaging actions, increased monetisation per customer and per advertisement, product improvements, and underlying asset inflation across the categories in which the Group operates. We implemented C2C pricing and packaging changes, impacting the entire financial year. Annual B2C pricing actions were implemented in September and October 2025 for Auto Lithuania and Real Estate platforms across all three countries, supported by ongoing product and packaging enhancements. In Jobs, the pricing programme commenced in September 2025 and is expected to roll out over a 12-month period. In Auto Estonia, B2C pricing adjustments were postponed due to prevailing market conditions. Geographically, Lithuania, representing 73% of Group revenue, grew by 11%. Estonia, representing 25% of Group revenue, declined by 3%. Latvia, representing 2% of Group revenue, grew by 9%. B2C: monthly number of customers ![img-33.jpeg](img-33.jpeg) C2C: number of active ads ![img-34.jpeg](img-34.jpeg) C2C: monthly number of listed ads ![img-35.jpeg](img-35.jpeg) B2C: monthly ARPU⁴ (€) ![img-36.jpeg](img-36.jpeg) C2C: monthly revenue per active ad (€) ![img-37.jpeg](img-37.jpeg) C2C: revenue per listed ad (€) ![img-38.jpeg](img-38.jpeg) ¹ In Jobs & Services business line, B2C revenue comes from Jobs only, while C2C revenue principally comes from Services portals. Therefore, Jobs portal information is presented for B2C and Services platforms information is presented for C2C. ² Car ads only (excluding ads of vehicle parts, vehicles other than cars and other categories). ³ Skelbiu.lt only, which is our main Generalist portal. The monthly number of listed ads on Skelbiu.lt represents the monthly average of paid new listings and extensions, while the number of active ads includes both paid and free ads and represents total inventory available on the website. ⁴ ARPU - average revenue per user. 16 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Financial Review continued STRATEGIC REPORT The performance of B2C customers remained robust across all segments: - Following many years of growth, the number of Auto dealers declined by 2%, reflecting weaker automotive market conditions in Estonia, which represents approximately one fourth of the Auto business line. - The number of Real Estate brokers continued to grow, increasing by 3% this year, driven primarily by small brokers transitioning to B2C subscriptions rather than placing advertisements as C2C customers. - The number of Jobs customers grew by 1%, reflecting continued growth in the long-tail customer segment and the opportunity to further expand customer penetration. In C2C, we saw some market headwinds, but also higher uptake of more premium longer-duration packages. - Real Estate delivered another strong performance, supported by a continued shift towards premium, longer-duration packages. This increased yield per listing and more than offset an 11% decline in listed and extended ad volumes, as customers required fewer listing extensions. Active listings decreased by 6%, reflecting faster transaction cycles and property sales. - Car transactions in Estonia have dropped (see Market Context within CEO's Statement on page 6), while Lithuania recorded 8% increase year-on-year. Market situations in both Estonia and Lithuania acted as a headwind, pressuring inventory levels – especially when compared with record levels a year ago. In total, we saw a 25% decline in listings and 26% decline in active car ads. - Services continued to perform strongly, with the number of active Services ads increasing by 12%, driven by the growing client base using our platform. - Regarding the main Generalist portal, Skelbiu.lt, which accounts for slightly more than 70% of our Generalist business line revenue, approximately 2/3 of its revenue is derived from vertical categories such as Services, Real Estate, Jobs, and Auto. We strategically leverage Skelbiu.lt to strengthen our vertical platforms. It is the 5th most visited website in Lithuania¹ and generates high-quality traffic for our market-leading verticals through cross listing. During the year, we recorded a 13% decline in the number of paid listed ads on the Generalist platform. However, total inventory on Skelbiu.lt – including both paid and free listings – remained close to the record level achieved last year. In terms of ARPU² in our B2C segment: - Auto ARPU increased by 13% driven by price and packaging changes implemented mid-2025 (September and October 2024) and the most recent adjustments made mid-2026 (September and October 2025). - Real Estate ARPU increased by 16% driven by subscription fee and packaging changes which also took place mid-2025 (September and October 2024) and mid-2026 (September and October 2025). The most recent changes were aimed at both growing ARPU and driving deeper engagement, encouraging customers to utilise a wider scope of our services. - Jobs ARPU increased by 8%, primarily driven by pricing changes, including reductions in volume discounts. As the market leader, CVbankas remains well positioned to benefit from a healthy employment market, supporting continued revenue growth. Pricing changes introduced in September 2024 for both new and renewing customers continued to roll through the customer base over a 12-month cycle until autumn 2025. Updated pricing was introduced again in September 2025 and is similarly expected to roll through the customer base over the following 12 months. In terms of the yields² in our C2C segment: - We implemented price changes in April and May 2025 and most recently in March 2026. - As a result of implemented price changes and advertisers opting in for longer-term packages, revenue per listed ad increased by 22% in Auto, 25% in Real Estate and 23% in Generalist. - Average monthly revenue per active ad in Services slightly declined year-on-year, mainly due to a change in the mix of service providers. Ancillary revenue, which represented 5% of Group revenue and is primarily derived from automotive financial intermediation services, declined by 3% during the year. Half of the financial intermediation revenue is generated by the Group's Estonian automotive platform and was negatively impacted by weaker conditions in the Estonian automotive market. At the same time, adoption and usage of car history reports remained strong during the year, while the Group's real estate valuation and lead generation platform, acquired at the end of last year, also delivered good performance, albeit from a smaller revenue base within the ancillary segment. Advertising revenue, which accounts for 4% of Group's revenue, declined by 2% this year. The advertising market in general is more competitive and lower-growth compared to our core classifieds. # Operating costs Operating costs lines grew in line with business expansion and underlying market inflation. People costs remain the Group's largest operating expense, representing approximately 14% of Group revenue and two thirds of operating costs, if excluding depreciation and amortisation. During the year, the BCG team expanded to 163 FTEs, with the average number of FTEs increasing by 6% to 157 (2025: 148). Investment in our people increased by 2% to €12.8 million (2025: €12.6 million), reflecting headcount growth and annual salary reviews, in line with the wage inflation trends observed in the Baltics. The increase was substantially offset by lower LTIP costs, which decreased to €0.3 million in 2026 from €1.9 million in 2025, mainly reflecting lower Group performance against LTIP targets. Marketing costs represented 1.5% of revenue during the year. As a portfolio of leading brands, the Group benefits from significant internal advertising capacity across its own platforms, minimising reliance on external marketing providers. During the year, additional targeted marketing campaigns were undertaken across social media channels focused on younger audiences. Other Group costs include IT, which are 1% of revenue, and other operating costs including administrative costs, which are 5% of revenue. We have supported a non-governmental organisation assisting Ukraine during the war, as well as other local educational and charitable organisations, with donations totalling €0.1 million (2025: €0.1 million). | € million, unless stated otherwise | 2026 | 2025 | Change | | --- | --- | --- | --- | | Labour costs | 12.8 | 12.6 | 2% | | Advertising and marketing costs | 1.3 | 1.1 | 21% | | IT expenses | 1.0 | 0.9 | 17% | | Other | 4.7 | 3.9 | 21% | | **Operating costs excluding depreciation and amortisation** | **19.9** | **18.4** | **8%** | | Depreciation and amortisation | 8.3 | 10.9 | (24%) | | **Operating costs** | **28.2** | **29.3** | **(4%)** | ¹ According to April 2026 ratings from Similarweb. ² Yield refers to the average monthly revenue per C2C listing (in Auto, Real Estate and Generalist), per active C2C ad (in Auto, Real Estate, Services) or ARPU in B2C. Revenue per listed ad reflects the total revenue generated from each new listing or extension over its entire active period. In contrast, revenue per active ad represents the average monthly revenue attributable to each active ad on our websites. ARPU is monthly average revenue per user (in Auto – per dealer, in Real Estate – per broker, in Jobs – per company). Baltic Classifieds Group PLC Annual Report and Accounts 2026 17 --- ![img-39.jpeg](img-39.jpeg) ## Operational Review In 2026, Baltic Classifieds Group marked its fifth year as a public company. BCG has continued to strengthen its operating platform during 2026, with technology remaining central to the Group's products, customer experience and long-term growth. We continued to invest in our engineering organisation, increasing capacity across our technology teams and improving the way we deliver product change. The growing use of Artificial Intelligence ('AI') tools within the development process has supported higher efficiency, faster delivery and better quality control, while allowing teams to focus more time on higher-value product and customer problems. AI remained one of the main areas of operational focus during the year. We expanded the use of AI across our marketplaces, including listing creation, search, moderation, analytics, customer support tools and workflow automation. At the same time, we continued to strengthen our infrastructure and resilience. A key operational milestone was the migration of our Lithuanian disaster recovery site to Amsterdam, enhancing geographic resilience and supporting the reliability standards expected from our platforms. Here, we review our key product developments in 2026 by business line: ### Auto We introduced AI-driven automation to the listing process on Autoplius.lt and Auto24.ee. The system now analyses vehicle images and text descriptions provided by sellers to automatically generate listing descriptions and populate key technical attributes. It accompanies the already existing data from VIN code functionality and further reduces manual input for sellers, increases structured data accuracy, and improves overall search relevance across both marketplaces. At Autoplius.lt, we introduced 'Autopulsas' – a market-assessment tool. It allows users to monitor market supply and demand dynamics for specific models as well as broader categories such as fuel type, year of manufacture, and more. The tool analyses data from listings, search behaviour, as well as statistics from the state registry. Autoplius.lt vehicle detail pages were fully redesigned with a clearer layout and improved navigation. The new design improves user experience, increases engagement and gives stronger visibility to paid features and data products. At Auto24.ee we also launched a car market overview and analytics solution based on up-to-date transaction data, including ownership changes, imports and first registrations of new and used vehicles. ### Real Estate Aruodas.lt introduced a new lead generation feature for brokers: 'Request a Viewing'. This feature allows potential buyers to submit their contact details and preferred viewing times directly through the platform. Brokers can then simply reach out to confirm the appointment. By removing the barrier of making a phone call, this tool not only increases lead volume but also provides the marketplace with deeper insights into user intent. Aruodas.lt introduced 'Property Price Compass' – a tool for agents to assess the asking price of an apartment. Integrating technology from the recently acquired Untu.lt platform, we developed a solution that extracts data on actual nearby transactions, links it to listing history, and provides a competition overview including typical selling times. The agent can then perform a final professional review and provide a pricing report for the vendor, supported by real data. This update was a key enhancement included in the new agent packages. At Untu.lt agents now contact purchased leads via an AI-assisted call tracking service that records and analyses phone conversations, suggests follow-up actions, and provides more visibility of what is actually happening post lead acquisition. At KV.ee, we introduced new service packages for real estate developers. Moving away from shared plans has enabled us to offer more relevant marketing and analytics tools for this customer segment, together with a more targeted pricing model. The update also improves the consumer experience by grouping related listings under their respective developments, making it easier for buyers to browse and compare new homes. ![img-40.jpeg](img-40.jpeg) 20 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Operational Review continued STRATEGIC REPORT ![img-41.jpeg](img-41.jpeg) ### Jobs & Services At CVbankas.It, the jobseeker onboarding experience was significantly streamlined this year through the integration of AI-powered CV creation. Candidates can now upload an existing PDF or Word document, and the system automatically parses and populates their CVbankas profile and CV fields. This automation removes friction and substantially reduces the time required to begin a job search. The feature saw rapid adoption, as 51% of all newly created CVs are now generated this way. We updated the “Salary Estimator”. Using a database of job offers and CVs accumulated over the years, the AI model determines the most probable salary level and provides forecasts of future salary trends. Users can search across almost 3,000 job positions. We also meaningfully improved job search with AI-powered synonym matching. Jobseekers no longer need to know the exact wording of a role title, as the search can now identify job ads with similar meanings, even when different terms are used. This improves matching quality and helps candidates discover more relevant opportunities. These updates continue our strategic rollout of purpose-built AI tools, building upon earlier employer enhancements, such as automated CV screening and smart interview question generation, to ensure we are continuously addressing the core needs of both jobseekers and employers. At Getapro, we launched two AI assistants. The first is a chat tool that helps customers define the most appropriate service for their needs. The second reviews a service provider’s profile description and the services they have already selected. The AI tool analyses whether any relevant services have been left unselected and, based on this analysis, suggests additional services that could be added. In practice, this creates an upsell opportunity. ### Generalist At Skelbiu.It we introduced an AI-based buyer-to-seller message checking system to help prevent fraud. The system analyses user attributes and conversation patterns and flags potentially suspicious users. We also launched AI-powered image moderation at Skelbiu.It. The service checks images for prohibited content and allows moderators to adjust prompts directly in the back office for specific categories. This increases moderation efficiency while improving consistency and platform safety. In addition, Skelbiu.It refreshed the user experience of its activation plans to better communicate the value of combined Skelbiu.It, Aruodas.It and Autoplius.It packages. This makes package benefits clearer for customers and supports stronger uptake of paid services. ### Acquisition of Cenubanka.lv In June 2026, we finalised the acquisition of Cenubanka.lv, a leading Latvian real estate data and market analysis platform. Cenubanka.lv provides a searchable database of historical property sale transactions, market reports, and pricing tools. The platform serves as a key business tool for brokers, appraisers, developers, and financial institutions. This acquisition supports our Group strategy to build a comprehensive data layer across our online marketplaces, following the acquisition of Untu. It in Lithuania the year prior. It further strengthens our proprietary data set, as well as City24.lv’s competitive position in Latvia. City24.lv plans to integrate selected Cenubanka.lv products to enhance its existing offerings for both real estate professionals and private individuals. This acquisition provides the technical foundation for advanced market intelligence features for our clients. ### Technological infrastructure and strategic AI development The Group continued to strengthen its technical infrastructure for data-driven and AI-enabled products by improving the existing platform architecture. During the year, we developed a scalable search and data-processing foundation that combines semantic understanding, criteria-based search and improved ranking capabilities. This supports richer search experiences, including the ability to use images as searchable information alongside listing descriptions and attributes. These developments provide a practical foundation for AI-assisted search and agent-based interfaces, with agentic search capabilities slated for launch across major platforms in the near term. This approach ensures we can scale these features in a controlled and cost-conscious way. At the same time, the Group’s platforms have continued to show resilient traffic patterns despite the rapid adoption of generative AI (“GenAI”) tools. While GenAI adoption in the Baltics has already reached 38%, traffic from GenAI sources to the Group’s largest platforms remained minimal at 0.2% in 2026. Direct traffic$^{1}$ continued to represent the clear majority of visits at 77% with its share increasing year-on-year. This suggests that users prefer the marketplace environment for search, comparison and decision-making. Chief Operating Officer 1 July 2026 $^{1}$ Source: Similarweb data for the Group’s largest portals, representing c. 90% of Group revenue, 2026. Baltic Classifieds Group PLC Annual Report and Accounts 2026 21 --- # Sustainability Report ## Overview of our ESG strategy BCG is committed to being a responsible business. Our priorities are to protect our people, support our customers and stakeholders, and protect the environment around us. Our Environmental, Social and Governance ("ESG") strategy comprises two main components: - being a sustainable business by limiting our impact on the environment, providing a secure and diverse workplace for our employees and ensuring strong governance; and - helping customers to make more sustainable choices and encouraging a circular economy through four of our business lines: Real Estate, Auto, Jobs & Services and Generalist. The Board has reviewed and approved the ESG strategy. Our ESG working group ensures that we stay on track with our strategy and make continuous progress towards our goals. The group is composed of six members, including three Executive Directors and three other employees. The Board Chair and Non-Executive Director Jurgita Kirvaitienė serve as sponsors to the ESG working group. During 2026, the ESG working group met three times. The ESG working group discussed the following topics during the year: - progress towards our ESG targets; - the Group's carbon footprint; - energy consumption and renewable energy; - carbon offsetting with local carbon credit programme; - climate-related risks and opportunities; - changes in ESG reporting requirements under Omnibus I; - other relevant ESG reporting standards for BCG; - Parker Review 2026 submission and results; - FTSE Women Leaders Review 2026 submission and results; and - BCG's performance in ESG ratings. The Board fully supports the initiatives of the ESG working group and provides Board-level oversight of environmental, social and governance matters and the achievement of our ESG goals. ESG matters are integrated into the Board's formal annual agenda and are regularly addressed during meetings. ## Reporting frameworks We continue to evolve our ESG reporting to meet the requirements of leading industry frameworks and our stakeholders' expectations. BCG has aligned its ESG reporting to the Task Force on Climate-Related Financial Disclosures (TCFD) and to the principles of the Sustainability Accounting Standards Board (SASB) framework for Internet and Media Services. We have also identified the UN Sustainable Development Goals ("SDGs"), to which we believe we can make a meaningful contribution. - Disclosure index for the Task Force on Climate-Related Financial Disclosures (TCFD) framework can be found on page 24. - Disclosure index for the Sustainability Accounting Standards Board (SASB) framework can be found on page 35. ## ESG materiality assessment Understanding which ESG topics are most material to BCG is crucial to the long-term success of our sustainability strategy. As part of our materiality assessment, we considered topics raised by investors, ESG rating agencies, Senior Management and employees to determine the ESG issues most relevant to our business and industry, and where we can have the greatest impact. We also reviewed several ESG reporting frameworks and selected the SASB Standards due to their industry-specific alignment with the ESG issues we consider most material to BCG. The six most material sustainability issues identified and approved by the Board as focus areas for BCG are listed below, together with other sustainability matters that are important to us: | Environmental | Social | Governance | | --- | --- | --- | | - GHG Emissions - Air Quality - **Energy Management** - Water & Wastewater Management - Waste & Hazardous Materials Management - Ecological Impacts - Physical Impacts of Climate Change | - Labour Practices - Employee Health & Safety - **Employee Engagement, Diversity & Inclusion** - **Access & Affordability** - Product Quality & Safety - Customer Welfare - Selling Practices & Product Labelling - Product Design & Lifecycle Management - Business Model Resilience - Supply Chain Management - Materials Sourcing & Efficiency | - Human Rights & Community Relations - **Customer Privacy** - **Data Security** - Business Ethics - Competitive Behaviour - Management of the Legal & Regulatory Environment - Critical Incident Risk Management - Systemic Risk Management | ## ESG highlights 2026 | Environmental | Social | Governance | | --- | --- | --- | | - Decreased Scope 1 emissions from Company vehicles by 18% - Increased the share of renewable electricity across our offices and data centres to 95% - Significantly increased the volume of EV-related content, reviews, and comparisons on our YouTube and social media channels - Offset our Scope 1 and Scope 2 carbon emissions by supporting carbon removal projects in local agriculture | - Ranked 7^{th} in the FTSE 250 category and 2^{nd} in the Technology sector, according to the FTSE Women Leaders Review 2026 - Average Senior Management tenure increased to 12 years - Completed an employee engagement survey and, as in the previous year, over 95% of employees said they were proud to be part of the BCG team - Maintained gender diversity, with a 47:53 split between women and men - Donated 40:1 million to selected charities | - Strengthened data security and privacy through enhanced monitoring, AI-based threat detection, improved bot management, virtual phone numbers on Autoplus.It; and mandatory email verification on Aruodas.It - Continued to improve automated personal data removal processes - Updated our AI Policy - Enhanced employee awareness of GDPR, including data privacy considerations related to AI and intellectual property, through training | ## Alignment with the UN SDGs ![img-42.jpeg](img-42.jpeg) The Sustainable Development Goals ("SDGs") were adopted by the United Nations in 2015. Our approach to responsible business aligns quite naturally with the goals and we have identified four that are most material to our business and where we contribute the most. 22 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued STRATEGIC REPORT # Environment ## Helping customers to make more sustainable choices The Group's platforms play a significant role in promoting more sustainable and socially responsible consumer behaviour across the Baltics. In 2026, each resident visited BCG sites an average of ten times per month, highlighting our strong reach and influence. Our portals actively encourage the purchase of eco-friendly vehicles, support more informed real estate decisions through access to relevant environmental data, and minimise the need for unnecessary travel by enabling efficient online transactions. Additionally, by facilitating the exchange of second-hand goods, our marketplaces directly contribute to the circular economy. Together, these services empower users to make choices that are not only environmentally conscious but also socially responsible. ### Auto We place a high priority on promoting environmentally friendly technologies and cleaner, more effective fuel types. To make it simpler for people to look for more environmentally friendly vehicles, our Auto websites provide a number of features: - key environmental data in car listings, such as emissions, pollution tax rates, and fuel consumption figures, enabling buyers to easily compare vehicle impact and choose more eco-friendly options; - data fields for electric vehicles (EVs), including range and battery capacity, as well as search filters based on EV-specific parameters; - vehicle categories for bicycles and scooters, supporting micro-mobility and greener transport alternatives; and - EV-related content, reviews, and comparisons on our YouTube and social media channels, with our social media strategy actively promoting sustainable mobility topics, including both EVs and micro-mobility solutions. ### Real Estate In the Baltics, which have some of the highest home ownership rates in Europe, residential real estate is a significant industry. The Group's real estate portals in Lithuania and Estonia are leaders in their markets, enabling us to meaningfully influence and encourage more sustainable choices made by our visitors. We encourage users to review the environmental data of each property and aim to save time and resources for clients by reducing unnecessary visits to estate agents' offices and avoiding misleading property descriptions, thanks to these features available on our Real Estate portals: - information on heating costs, energy class, air quality in a particular location, including information on ambient air pollutants, nitrogen dioxide (NO2) and coarse particulate matter (PM10); - high quality photos, 3D tours, video tours, floor plans, and property descriptions online; - location of a listed property on a map, providing both a route and street view option; and - automatic travel time estimations, based on real-time traffic conditions and public transit schedules, that help potential buyers better plan their commutes and compare driving versus public transit options. ### Jobs & Services Our Jobs & Services portals also help our advertisers and consumers make more environmentally friendly decisions by reducing needless travel: - customers may locate the services they require online on our Services portals; - jobseekers and recruiters may connect through our Jobs site online; and - remote workplace location tags and travel to work time and distance information help jobseekers find positions with less daily travel required. ### Generalist Our online classifieds and marketplace portals not only offer one of the best ways for customers to advertise and find goods and services across the Baltics, but they also direct clients towards decisions that promote circular economy and are socially responsible: - by purchasing used goods on our Generalist portals rather than brand-new ones, fewer products need to be made and end up in landfills, reducing GHG emissions and material waste; - rubbish collection services on our portals can only be offered by licensed providers, helping our customers make more informed choices as unlicensed suppliers may harm the environment. In order to control the content and combat illegal rubbish collectors, we also work with local authorities; and - pet category listings require specific information about pets, such as the seller's registration number and the pet's microchip number. We also work with local authorities to promote responsible and ethical breeding practices. Baltic Classifieds Group PLC Annual Report and Accounts 2026 23 --- Sustainability Report continued # Task Force on Climate-Related Financial Disclosures (“TCFD”) Report ## TCFD compliance statement We support the Task Force on Climate-Related Financial Disclosures (“TCFD”) and its recommendations and are committed to assessing the impacts of climate risks and opportunities across our operations and supply chains. This year we focused on making progress towards our environmental targets. The following material climate-related financial disclosures are consistent with the four overarching thematic recommendations, supported by the 11 recommended disclosures. (As per the TCFD additional guidance “Implementing the Recommendations of the Task Force on Climate-Related Financial Disclosures” (2021 TCFD Annex) which was released in October 2021.) ## TCFD governance ### Board oversight of climate-related risks and opportunities The Board has overall responsibility for the Group’s preparedness for adapting to climate change. To ensure the Board has sufficient oversight of climate change issues, the Board has established an ESG working group, comprising three Executive Directors and three other employees, and has delegated responsibility for climate-related matters to the group. The ESG working group reports to the Board and regularly updates the Board on climate-related risks and opportunities, as well as progress against targets addressing climate-related issues. ☛ For more information on the ESG working group, see the Sustainability Report on page 22. During the year ended 30 April 2026, the Board considered climate-related matters in three of its meetings. In October 2025, the Board reviewed progress against ESG targets, Omnibus I reporting developments, other ESG reporting standards relevant to BCG, and BCG’s performance in ESG ratings. In March 2026, the Board reviewed the Group’s H1 2026 emissions, energy use, renewable energy and carbon offsetting, as well as ESG reporting developments, the 2026 Parker Review and FTSE Women Leaders Review submissions and results. In April 2026, the Board reviewed climate change risks and opportunities as part of the annual ESG Risk Register review. Climate-related issues are also considered when reviewing business activities, strategic objectives, risk management or annual budgets. Climate-related risks are included into the overall Group’s Risk Register and reviewed on a regular basis, while the Group’s strategy is supported by an environmental strategic objective. Given the nature of the Group’s operations, climate-related considerations did not result in any material changes to business activities, strategic plans, acquisitions, divestitures or capital allocation decisions during the year. ## TCFD disclosure index The following table shows where recommended TCFD disclosures can be found: | TCFD recommended disclosure | Compliance | | --- | --- | | **Governance** | | | 1. Describe the board’s oversight of climate-related risks and opportunities 2. Describe management’s role in assessing and managing climate-related risks and opportunities | The Board’s oversight of climate-related risks and opportunities, together with Senior Management’s role in assessing and managing climate-related risks and opportunities are described in the TCFD governance section of this TCFD Report. | | **Strategy** | | | 3. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long-term 4. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning 5. Describe the resilience of the organisation’s strategy, taking into consideration different climate scenarios | The material climate-related risks and opportunities and the impact they may have on the Group have been identified and are disclosed in the Climate strategy section of this TCFD Report. The climate-related risks and opportunities were stress-tested in three different climate scenarios and the resilience of our strategy is described in the Climate strategy section of this TCFD Report. | | **Risk management** | | | 6. Describe the organisation’s processes for identifying and assessing climate-related risks 7. Describe the organisation’s processes for managing climate-related risks 8. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management | The Group’s processes for identifying, assessing and managing climate-related risks are described in the Climate-related risk management section of this TCFD Report. Climate-related risks are captured and documented in the Group’s Risk Register in the same manner as other risks. This process is described in the Climate-related risk management section of this TCFD Report and the Risk management section of the Strategic Report on pages 27 and 38. | | **Metrics and targets** | | | 9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process 10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks 11. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets | Our environmental targets are described in the Environmental metrics and targets section of this TCFD Report. Scope 1, 2 and 3 GHG emissions, energy consumption, water consumption and information on electricity are also disclosed in the Environmental metrics and targets section of this TCFD Report on pages 27 to 28. | 24 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued # Management's role in assessing and managing climate-related risks and opportunities The ESG working group oversees the ESG Risk Register, a subset of the Group's Risk Register that covers climate-related risks and opportunities. It facilitates an annual review of climate-related risks and opportunities with Senior Management. Senior Managers, as risk owners, are accountable for evaluating and managing climate-related risks within their respective business areas. They stay informed about new environmental regulations, evolving market trends, and growing customer demand for sustainability. The ESG working group is tasked with assessing and managing climate-related risks that affect the entire Group and keeping track of emerging regulatory requirements. # Climate strategy # Climate-related risks and opportunities The Group's direct environmental footprint is relatively limited compared with businesses operating in more carbon-intensive sectors. However, climate change may affect the Group through both physical and transition risks. Climate change-related physical risks can be either event-driven or linked to long-term shifts in climate patterns. Transitioning to a lower-carbon economy may involve significant changes in policy, legal frameworks, technology, and markets to address mitigation and adaptation needs. The Group has evaluated climate-related physical and transition risks, along with potential opportunities, across three distinct time horizons: - Short-term (up to three years) - Medium-term (up to ten years) - Long-term (over ten years) The Group has also evaluated risks and opportunities across the four main business lines: - Auto - Real Estate - Jobs & Services - Generalist Senior Management has reviewed the potential impact of the identified climate-related risks and opportunities in relation to financial planning, business and strategy, including impact on products and services, supply chain and adaptation to climate change. The following tables describe the Group's climate-related physical risks, transition risks and opportunities, including the time horizons over which they are most likely to arise. | Specific risk | Description of risk and its impact | Business line & Time horizon | | --- | --- | --- | | **Physical risks** | | | | Increased severity of extreme weather events | More frequent and severe extreme weather events, such as storms, flooding and heatwaves, may disrupt the operations of key suppliers and service providers, including data centre operators, telecommunications providers and energy networks. Such disruptions could affect the availability of the Group's platforms, reduce customer activity and delay transactions in the markets we serve, potentially impacting revenue. | All business lines ● | | Rising mean temperatures | Rising temperatures and more frequent heatwaves may increase energy consumption and cooling requirements across the Group's offices and data centre infrastructure, resulting in higher operating costs. Prolonged periods of extreme heat could also affect employee wellbeing and productivity. | All business lines ● | | Extreme variability in weather patterns | Increased variability in weather patterns may result in greater volatility in energy consumption and utility costs across the Group's operations. | All business lines ● | | **Transition risks** | | | | Higher taxation on transactions of internal combustion engine vehicles | Increases in taxes on transactions of internal combustion engine vehicles may reduce transaction volumes in the automotive market. Lower transaction activity could lead to reduced advertising demand and lower revenue from the Group's Auto portals. | Auto ● ● ● | | Internal combustion engine vehicles ban | The transition towards low-emission transport and the phase-out of new internal combustion engine vehicle sales may alter consumer preferences and vehicle inventories. Failure to adapt the Group's Auto platforms to changing market demand could reduce competitiveness and revenue in the Auto segment. | Auto ● ● | | Consumers switching to electric vehicles | Rapid changes in vehicle technology and increasing adoption of electric vehicles may require continued investment in platform functionality, data fields and search capabilities. Failure to adapt to evolving customer needs could reduce the attractiveness and competitiveness of the Group's Auto portals. | Auto ● ● | | New regulations reducing real estate inventory on the market | Increasing environmental regulations affecting the real estate sector, including energy efficiency requirements, building standards and energy performance certificate obligations, may reduce the number of properties available for sale or rent. Lower transaction activity from privates could reduce advertising demand and revenue within the Group's Real Estate portals. | Real Estate ● ● | | **Opportunities** | | | | Opening of new market segments, such as advertising EV charging infrastructure | Increasing adoption of electric vehicles and the development of supporting infrastructure may create opportunities to expand the Group's Auto offering. This could include enhanced EV-related functionality, charging infrastructure advertising, and new products and services tailored to the evolving automotive market, potentially supporting revenue growth. | Auto ● ● | | Introduction of annual internal combustion engine vehicle ownership tax | The introduction of annual ownership taxes on internal combustion engine vehicles may accelerate the transition towards lower-emission vehicles. As consumers increasingly replace older vehicles with electric or hybrid alternatives, demand for vehicle listings and related services may increase, supporting activity and revenue growth on the Group's Auto portals. | Auto ● ● ● | | New environmental regulations reduce mortgage availability | Increasing environmental requirements affecting mortgage lending and property financing may reduce transaction activity in the real estate market. Lower transaction volumes could increase the average time properties remain on the market, and result in higher revenue in Real Estate portals. | Real Estate ● ● | | Increased cost of materials | Climate change, resource scarcity and environmental regulations may increase the cost of new goods, encouraging consumers to buy and sell second-hand items. This could increase activity, listing volumes and revenue on the Group's Generalist marketplaces. | Generalist ● ● | | Increased climate awareness | Increasing climate awareness and sustainability considerations may encourage consumers to purchase and sell second-hand goods. This could increase transaction activity, listings and revenue on the Group's Generalist marketplaces. | Generalist ● ● | | Fulfilling environmental reporting and sustainability goals | Achieving climate-related targets and demonstrating responsible environmental practices may strengthen the Group's reputation with investors, customers, employees and other stakeholders. This may support customer loyalty, improve access to capital and enhance the Group's attractiveness as an employer and business partner. | All business lines ● ● ● | ● Short-term ● Medium-term ● Long-term Baltic Classifieds Group PLC Annual Report and Accounts 2026 25 STRATEGIC REPORT --- Sustainability Report continued # Climate scenarios After the climate-related risks and opportunities were identified and assessed, they were also stress-tested in the three selected climate scenarios based on scenarios published by NGFS (Network for Greening the Financial System). Based on the latest publication by NGFS (November 2024), we also considered a fourth scenario “Too little, Too late”. Key assumptions from this scenario are covered in our scenarios 2 and 3, as a result, we did not include it in our analysis. The three scenarios that we employed in our analysis are as follows: **Orderly:** this scenario assumes early and ambitious policy action to achieve a net zero emissions economy. **Disorderly:** this scenario assumes delayed policy action, resulting in a disruptive, sudden or unanticipated transition. **Hot house world:** this scenario assumes limited climate action, resulting in significant global warming and increased exposure to physical climate risks. The assumptions of the scenarios are summarised in the table on the top right. The financial impact on the Group’s financial planning was assessed by the Senior Management based on the Group’s past experience. The financial impact is summarised in the table on the right. Senior Management has concluded that the climate-related risks and opportunities could have an immaterial or low financial impact on the Group’s revenues and costs in scenarios “Orderly” and “Disorderly”. Under the scenario “Hot house world”, physical risks could have a medium financial impact. Given the “Hot house world” scenario assumptions, Senior Management believes that increased severity of extreme weather events due to accelerating global warming may have a medium financial impact on capital expenditures, operating costs and revenues: - extreme weather events may cause flooding in the areas of our data centres that would disrupt the operation of our servers and temporarily affect revenues, operating costs and capital expenditures; - extreme weather events may disrupt the internet connection and temporarily affect the availability of our websites, leading to financial impact on revenues; and - extreme weather events may temporarily impact commercial customers’ behaviour during such events, leading to fewer new advertisements on our websites and a decrease in revenue. Management has considered the potential impact on financial planning that may arise in the future. For the next financial year, Senior Management does not foresee any material impact on the financial planning that may arise from climate-related issues. | | Scenario 1 “Orderly” | Scenario 2 “Disorderly” | Scenario 3 “Hot house world” | | --- | --- | --- | --- | | **Policy action** | Early policy action | Late policy action (from 2031) | No policy action | | **Transition** | Smooth transition | Disruptive transition | Business as usual | | **Time horizons** | Short to medium-term | Medium to long-term | Medium to long-term | | **Temperature** | Global temperatures increase to 1.5-2 degrees above pre-industrial levels | Global temperatures increase to 1.5-2 degrees above pre-industrial levels | Global temperatures increase to more than 2 degrees above pre-industrial levels | | **Sea level rise** | Low | Low | High | | **Risks** | Low physical and transition risks | Higher transition risks | Higher physical risks | | **Shadow carbon prices^{1}** | Estimated range: $100-$600 | Estimated range: $300-$400 | Estimated range: $0-$100 | | Specific risk / opportunity | Scenario 1 “Orderly” Timeframe of impact: short to medium-term | Scenario 2 “Disorderly” Timeframe of impact: medium to long-term | Scenario 3 “Hot house world” Timeframe of impact: medium to long-term | | --- | --- | --- | --- | | **Physical risks** | | | | | Changing weather patterns and increased severity of extreme weather events | ● | ● | ● | | **Transition risks** | | | | | Higher taxation on transactions of internal combustion engine vehicles | ● | ● | ● | | Internal combustion engine vehicles ban | ● | ● | ● | | Consumers switching to electric vehicles | ● | ● | ● | | New regulations reduce stock on the market | ● | ● | ● | | **Opportunities** | | | | | Introduction of annual internal combustion engine vehicle ownership tax | ● | ● | ● | | Opening of new market segments, such as advertising EV charging infrastructure | ● | ● | ● | | New environmental regulations reduce mortgage availability | ● | ● | ● | | Increased cost of materials | ● | ● | ● | | Increased climate awareness | ● | ● | ● | | Fulfilling environmental reporting and sustainability goals | ● | ● | ● | ● Immaterial financial impact ● Low financial impact ● Medium financial impact ● High financial impact ● Catastrophic financial impact $^{1}$ Shadow carbon prices are expressed in constant 2010 US dollars per tonne of CO e. Source: IPCC, Special Report on Global Warming of 1.5°C (SR1.5). 26 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued Given the uncertainty of the transition to a low-carbon economy and the temperature increase limits achieved, the results of the scenario analysis enable us to better understand, build resilience and prepare for the potential worst-case impacts of climate change. From our analysis, we know that transition risks could potentially be most significant under “Orderly” and “Disorderly”, though there are differences in their timings and materiality of financial impacts. On the other hand, “Hot house world” could have the biggest financial impact due to the physical climate-related risks. To ensure we are building long-term resilience as a business, we will use the outputs of this phase of the TCFD programme to improve our strategies and decision-making. The ESG working group will continue to monitor and analyse climate-related risks with the oversight of the Board. ### Climate-related risk management The Board has overall responsibility for risk management and the ESG working group is responsible for identifying, analysing and agreeing the mitigation, transfer, acceptance or control of climate-related risks. We continually develop our capacity and capability to manage risk and uncertainty to build and maintain long-term resilience. Climate-related risks are identified, assessed and managed according to our risk management framework (page 38). Climate-related risks are captured and documented in the Group’s Risk Register, identifying the risk category, the likelihood of the risk occurring, the impact if it does occur, a specific owner, the risk trend and the mitigation plan for each risk. During 2026, we reviewed and updated the Group’s Risk Register with climate-related risks and opportunities. These risks and opportunities are disclosed in the Strategy section of this TCFD Report. Each member of the Senior Management has endorsed the risk management framework and, as a risk owner, is responsible for assessing and managing climate-related risks for their respective business areas. The ESG working group is responsible for assessing and managing climate-related risks that are general to the Group and monitoring emerging regulatory requirements. ### Environmental metrics and targets We recognise that businesses have a responsibility to protect the environment and understand the impact that their operations have. To support the ongoing assessment of the Company’s environmental footprint, we continue to monitor and report our greenhouse gas (“GHG”) emissions. The following table summarises the Group’s GHG emissions. | Our total CO_{2}e emissions^{1} | | 2026 | 2025 | Base year 2022 | Units | | --- | --- | --- | --- | --- | --- | | Scope 1 direct emissions | Company car travel and combustion of gas | 7.9 | 9.6 | 26.1 | tonnes CO_{2}e | | Scope 2 indirect emissions^{2} | Purchased electricity, heat and cooling (location-based) | 154.3 | 141.7 | 134.7 | tonnes CO_{2}e | | | Purchased electricity, heat and cooling (market-based) | 38.0 | 28.3 | 156.7 | tonnes CO_{2}e | | Scope 1 & 2 total (location-based) | | 162.2 | 151.3 | 160.8 | tonnes CO_{2}e | | **Scope 1 & 2 total (market-based)** | | **45.9** | **37.9** | **182.8** | **tonnes CO_{2}e** | | Scope 3 | Purchased goods & services | 925.8 | 694.0 | - | - | | | Capital goods | 143.0 | 85.0 | - | - | | | Fuel and energy-related activities | 43.4 | 34.9 | - | - | | | Business travel | 46.5 | 33.1 | - | - | | | Employee commuting and home working | 108.0 | 105.6 | - | - | | **Scope 3 total** | | **1,266.7** | **952.6** | - | tonnes CO_{2}e | | Scope 1,2 & 3 total (location-based) | | 1,428.9 | 1,103.9 | - | tonnes CO_{2}e | | Scope 1,2 & 3 total (market-based) | | 1,312.6 | 990.5 | - | tonnes CO_{2}e | | **Intensity ratios for Scope 1 & 2 CO_{2}e** | | | | | | | CO_{2}e per employee^{3} (location based) | | 1.0 | 1.0 | 1.3 | tonnes CO_{2}e | | CO_{2}e per million revenue^{4} (location-based) | | 1.8 | 1.8 | 3.2 | tonnes CO_{2}e | | CO_{2}e per employee^{3} (market-based) | | 0.3 | 0.3 | 1.5 | tonnes CO_{2}e | | CO_{2}e per million revenue^{4} (market-based) | | 0.5 | 0.5 | 3.6 | tonnes CO_{2}e | | Global energy consumption (Scope 1 & 2) | | 713.7 | 585.0 | 692.8 | MWh | ### Methodologies The calculations of GHG emissions align with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’. The GHG reporting period is aligned to this financial reporting year. The methodology used to calculate emissions is based on the operational control approach, as defined in the Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard. We have calculated our emissions using emission conversion factors published by the Department for Energy Security and Net Zero (“DESNZ”), the Joint Research Centre (“JRC”) - the European Commission’s science and knowledge service, Association of Issuing Bodies (“AIB”) and Watershed’s Comprehensive Environmental Data Archive (“CEDA”). #### Scope 1 Scope 1 emissions cover road fuel combustion within leased/rented vehicles across all Group companies. During 2026, we reported road fuel combustion from three vehicles (2025: four vehicles), while the total number of vehicles decreased to two at the end of the year. The total Scope 1 CO$_{2}$ equivalent emissions decreased by 18% in 2026, driven by a reduction in the size of the Company vehicle fleet. #### Scope 2 Scope 2 emissions cover purchased electricity, heat and cooling for own use across all Group offices located in Vilnius, Tallinn, Tartu and Riga, as well as electricity from colocation data centres. In accordance with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’, location-based and market-based methods for purchased electricity emissions were used. All electricity, heat and cooling purchased was outside of the UK: in Lithuania, Latvia, Estonia and Poland. Total Scope 2 location-based emissions increased by 9% in 2026, largely due to the additional office space rented in the Vilnius office, which almost doubled the total leased area. Total Scope 2 market-based emissions increased by 34%, resulting from the previously mentioned additional office space in Vilnius and significantly higher heating consumption due to a cold winter. $^{1}$ All Scope 1 and 2 energy consumption incurred by the Group was global, as defined under SECR reporting. No energy consumption occurred in the UK (including offshore area). During FY2026, emissions relating to heating at the Group’s Tallinn office were reclassified from Scope 1 to Scope 2 following a review of operational control. Comparative year 2025 and base year 2022 emissions have been updated to reflect this reclassification. The impact on total greenhouse gas emissions was not material. Scope 3 emissions for the comparative year 2025 were recalculated following a methodology change, reflecting the adoption of emission factors from the Open CEDA database. $^{2}$ Includes electricity consumption in our colocation data centres. $^{3}$ Carbon emissions divided by the average number of FTEs during the year - 157 (2025: 148). $^{4}$ Carbon emissions divided by revenue in millions - €88.5 million (2025: €82.8 million). Baltic Classifieds Group PLC Annual Report and Accounts 2026 27 STRATEGIC REPORT --- Sustainability Report continued # **Scope 3** We use a combination of spend-based, average-data, fuel-based and distance-based methods to calculate our Scope 3 emissions. We also apply an Environmentally Extended Input-Output database methodology. The accuracy of our Scope 3 footprint will improve in the future as we revisit and refine both the methodology and the underlying dataset. # **Intensity ratio** Emissions have also been calculated using an 'intensity metric', which enables the Group to monitor how well we are controlling emissions on an annual basis, independent of fluctuations in the levels of Group's activity. In respect of Scope 1 and 2, our use of energy is driven by our people and therefore we consider 'Emissions per employee' to be the most suitable metric, based on the average number of FTEs during the year. The emissions have also been calculated in relation to our turnover – 'Emissions per million revenue', which determines cost efficiency based on comparing carbon emissions to overall business revenue. Market-based emissions intensity metrics remained broadly unchanged, with emissions per employee at 0.3 tonnes of CO$_{2}$e (2025: 0.3 tonnes of CO$_{2}$e) and emissions per million revenue at 0.5 tonnes of CO$_{2}$e (2025: 0.5 tonnes of CO$_{2}$e). # **Electricity consumption** The total electricity consumption in 2025 was 454.4 MWh (2025: 395.8 MWh). In 2026, we had no energy supply agreements for which we were directly responsible. However, we continuously lead a conversation with our service providers to find possibilities to switch to more sustainable energy. In 2026, the percentage of renewable and emission-free electricity used by BCG increased to 95% and 100% respectively. Also, the percentage of renewable electricity increased to 100% in our offices and 91% in our colocation data centres, while the percentage of emission-free electricity increased to 100% in our offices and remained at 100% in our data centres. 100% electricity used was sourced from the grid. # **Energy efficiency** During the year, the Group benefited from energy efficiency improvements implemented by the building owners at its leased offices. Our Tallinn office continued to improve energy efficiency through a number of initiatives. The automation of the ventilation control systems was upgraded, enabling more efficient operation and management of ventilation equipment. In addition, facade window panels that had lost their thermal insulation properties were replaced, improving the building's energy performance. Other energy efficiency measures included routine replacement of older equipment with more energy-efficient alternatives and the installation of LED lighting. In our Vilnius office, several improvements were also made during the year. These included the installation of an additional ten EV charging stations and upgrades to the vehicle access control system in the office car parking, improving its operational efficiency. # **Water** In 2026, our total water consumption increased by 15% to 706 cubic metres (2025: 615 cubic metres) due to the additional office space leased in Vilnius, which almost doubled the total leased area and consequently increased water consumption. The water usage is derived from our offices in Vilnius, Tallinn, Tartu and Riga, where municipal water supplies provide 100% of the water. No water is withdrawn from areas with high water stress. Waste water produced in the Group's premises is treated by the municipalities. # **Waste** In BCG we recycle the waste we generate in our offices, including paper and plastic. We also seek to minimise the environmental impact of our business activities by extensive use of digital documentation, including e-signatures and e-contracts to reduce paper usage. BCG companies by nature do not produce toxic waste, all waste produced is non-toxic paper, plastic, food and general waste. The waste is treated by local waste management companies. # **Carbon neutrality** BCG has been carbon neutral across Scope 1 and Scope 2 emissions since setting a target in 2022 to achieve carbon neutrality across its own operations. This year, in collaboration with eAgronom, we offset 50 tonnes of CO$_{2}$e to neutralise our 2026 carbon footprint from own operations, including additional 9% of total Scope 1 and 2 carbon emissions. To achieve carbon neutrality, we have funded an eAgronom project, which involves improving agricultural land management in Lithuania. The project helps Lithuanian farmers to transition from conventional practices into conservation agriculture practices, such as reducing soil disturbance by reducing tilling, increasing soil cover by implementing or intensifying the frequency of cover crops, crop residue management and nitrogen fertiliser reduction. ![img-43.jpeg](img-43.jpeg) # **Science Based Targets initiative** In 2023, we submitted our near-term target to the Science Based Targets initiative (SBTi) Business Ambition for 1.5°C, which was approved in June 2023. The target committed us to reduce our absolute Scope 1 and 2 emissions by at least 42% by 2030 from a 2022 base year. As a result of increasing the use of renewable electricity in our offices and data centres, and significantly reducing our vehicle fleet, we were able to exceed the target and reduce emissions in our own operations by 75% from 2022. Our other near-term targets involve giving up high emission vehicles or replacing them with ultra-low emission vehicles by 2028 and increasing the percentage of electricity derived from renewable sources to 100% by 2030, which will allow us to further reduce our emissions. ![img-44.jpeg](img-44.jpeg) # **Environmental targets** | Target | Status | Description and progress towards our goals | | --- | --- | --- | | Scope 1. Give up high emission vehicles or replace them with EVs or ultra-low emission vehicles by 2028 | On track | During the year, one internal combustion engine vehicle lease ended and was not renewed or replaced, in line with our program to phase out all high-emission vehicles. As a result, two company vehicles remained in the fleet at year end. Consequently, Scope 1 emissions from company vehicles decreased by 18% in 2026 and by 70% compared to the 2022 base year. | | Scope 2. At least 80% electricity to be from renewable energy sources by 2025 and 100% by 2030 | On track | In 2024, we achieved our target of sourcing 80% of electricity from renewable sources ahead of the 2025 deadline, reaching 88%. We successfully increased this level to 95% in 2026 and are working towards our goal of increasing it to 100% by 2030. 100% of electricity used in our offices and 91% of electricity used in our data centres is from renewable energy. | | To be carbon neutral^{1} across our own operations | Achieved | We offset our Scope 1 and Scope 2 emissions through environmental initiatives. | | Net zero^{2} by 2050 | On track | As part of our net-zero journey, we now consistently track our Scope 3 carbon emissions, which represent a significant portion of our value chain impact. We continue to advance towards our long-term target of reaching net-zero greenhouse gas emissions by 2050. To meet this goal, we are committed to reducing absolute emissions across all scopes by at least 90% from the 2022 base year and neutralising any residual emissions that cannot be eliminated. | $^{1}$ Carbon neutrality is achieved by measures that companies take to remove carbon from the atmosphere and permanently store it to counterbalance the impact of emissions that remain unabated (source: Science Based Targets initiative). $^{2}$ Setting corporate net-zero targets aligned with meeting societal climate goals means: (a) reducing Scope 1, 2 and 3 emissions to zero or a residual level consistent with reaching net-zero emissions at the global or sector level in eligible 1.5°C scenarios or sector pathways and (b) neutralising any residual emissions at the net zero target date – and any GHG emissions released into the atmosphere thereafter (source: Science Based Targets initiative). 28 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued # People and Culture ![img-45.jpeg](img-45.jpeg) ## Culture and values Our culture is a big part of our success story. Our people are our superpower. Supported by our recent engagement survey, we know that our employees also love working with us. We are proud of the dedication, ambition and motivation of our people and we strive to create an inclusive environment where everyone feels heard and is supported in contributing to the long-term sustainable success of the Group. ## Diversity and inclusion We are committed to providing a safe, happy, and supportive working environment in which all employees are treated with dignity and respect. We do not tolerate any discrimination related to gender, age, sexual orientation, social status, disability, race, ethnicity, religion, or personal beliefs in our workplace. The Group is committed to recruiting employees based only on experience, competence, qualifications, and the right abilities for the position. We seek to provide equal opportunities across all aspects of employment, including recruitment, training, career development, promotion, remuneration, and redundancy. Applications from people with disabilities are given full and fair consideration, taking into account the requirements of the role and our ability to make reasonable adjustments to support successful employment. Where an existing employee becomes disabled, we make every reasonable effort to provide appropriate support, training and workplace adjustments to enable them to continue their employment with the Group. Training, career development and promotion opportunities are available to all employees on an equal basis, including employees with disabilities. ” We are proud to be recognised by the FTSE Women Leaders Review, ranking 7th in the FTSE 250 category and 2nd in the Technology sector, with women holding 50% of leadership positions within the Group as of 31 October 2025. ## Gender diversity The Group is committed to fostering diversity as a means of creating a more innovative workplace. The Board is dedicated to strengthening and maintaining female representation in senior leadership roles, and BCG has actively contributed to the FTSE Women Leaders Review, an initiative aimed at increasing female leadership within the FTSE 350. We are proud to be recognised by the FTSE Women Leaders Review, ranking 7th in the FTSE 250 category and 2nd in the Technology sector, with women holding 50% of leadership positions within the Group as of 31 October 2025. Additionally, we are proud to have a female CFO and that four of our nine Directors are women. ## Ethnic diversity BCG cares about creating a diverse and inclusive work community. In order to better understand the ethnic diversity across our workforce, we conducted our annual diversity and inclusion survey which gave us a better understanding of ethnicity across our workforce. National minorities are formally recognised in Lithuania, Estonia and Latvia. The Office for National Statistics states that Nationality is an aspect of ethnicity. Based on this framework, the distribution of our workforce across the ethnic groups relevant to the Baltics is presented below. Please see the ethnicity distribution of total population in each of Lithuania, Latvia and Estonia on page 74 in the 2023 Annual Report. ## Gender diversity ![img-46.jpeg](img-46.jpeg) For the Board's gender figures see page 57 ## Ethnic diversity³ ![img-47.jpeg](img-47.jpeg) ¹ Calculated on a headcount basis, as at 30 April 2026 (2025: female 49% : male 51%). ² Executive Directors and direct reports to the Executive Directors, according to the FTSE Women Leaders Review methodology, as at 30 April 2026 (2025: female 46% : male 54%). ³ Data collected on a headcount basis during the Employee diversity survey in March 2026. STRATEGIC REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 29 --- Sustainability Report continued # Average employee tenure$^{1}$ ![img-48.jpeg](img-48.jpeg) # Talent attraction and retention The competence and commitment of the Group's employees are important factors for the Group's success. Our success also depends on the ability to attract, train, motivate and retain highly qualified individuals, whilst building our corporate culture. The Group faces significant and increasing competition for qualified personnel, including those in information technology positions. The Group has historically offered the Senior Management and key employees investment opportunities in the Group in order to attract and retain highly qualified individuals, which has led to Senior Management and key employees holding shares in BCG. As of 30 April 2026, we had an average of 8 years of tenure per employee and an average of 12 years of tenure per Senior Management employee.$^{1}$ # Employee training and skills development To support continuous professional development, a range of learning opportunities are available to all employees, divided into mandatory and non-mandatory categories. Mandatory training covers our compliance essentials to ensure adherence to legislative and regulatory requirements, as well as other skills necessary for work purposes. Our non-mandatory training covers a broad range of learning and development areas, including technical skills, soft skills and awareness. Development programmes include workshops, conference attendance, online learning, and professional qualifications, all initiated by the Group. Our training and development statistics do not include on-the-job training and additional personal or professional development undertaken by employees independently. During 2026, employees based in our Vilnius office were provided with access to the Udemy online learning platform, significantly expanding the range of professional development opportunities available to them. The platform offers a broad selection of courses covering technical, professional and personal development topics, enabling employees to learn at their own pace and tailor their training to their individual needs and career goals. The initiative was well received by employees and proved to be a successful addition to our learning and development programme. During the year, employees completed more than 323 hours of training through the platform, demonstrating strong engagement and a commitment to continuous learning and skills development. # Employee engagement and wellbeing Supporting employee health, wellbeing and social connection remained a priority throughout the year. To promote employee wellbeing, the vast majority of employees are provided with a healthcare plan to support their medical needs, while employees in our largest offices in Lithuania and Estonia are offered free gym memberships and annual flu vaccinations. Employees also participated in a range of voluntary social and wellbeing activities, including sports tournaments, regular padel sessions, a two-month step challenge involving employees across Lithuania, Latvia and Estonia, outdoor hiking activities, summer and winter celebrations, family events and weekly team lunches, helping to foster a healthy, engaged and connected workforce. # Internal communication We are committed to continuously enhancing internal communication to ensure our employees remain connected, informed and engaged. Digital communication channels play an important role in supporting collaboration across the Group, and employees regularly use platforms such as Slack and Zoom to facilitate effective communication, knowledge sharing and teamwork. CEO-led virtual updates are held whenever there is news to share with employees, helping to ensure our people are informed about key business activities, business performance and strategic developments. To ensure the Board remains informed about workforce-related matters, the CEO, CFO and COO provide updates at each Board meeting, including developments relevant to employees across the Group. This approach is effective given the Group's management structure. The Board maintains a proactive and engaged approach to understanding the composition, views and concerns of the workforce. During the year, designated Non-Executive Directors met with employees through dedicated engagement sessions, providing opportunities for employees to ask questions, share feedback and raise concerns. These meetings are held on a regular basis. # Employee engagement survey To gain a deeper understanding of employee morale, satisfaction and engagement across BCG, we conduct an annual employee engagement survey. We encourage open and honest feedback from our employees and use regular surveys as an important tool for understanding employee perspectives and identifying opportunities for continuous improvement. We are pleased that the results of the 2026 employee survey were consistent with those of the previous year, with more than 95% of employees indicating that they feel proud to be part of the BCG team and would recommend BCG as a place to work.$^{2}$ A summary of the survey results was presented to both the Board and employees. The feedback provided valuable insights into employee morale, satisfaction and engagement, enabling Senior Management to identify key areas of focus and implement initiatives aimed at further enhancing the employee experience. | Summary of training provided | 2026 | 2025 | | --- | --- | --- | | Total hours of training | 1,917 | 1,889 | | Hours of mandatory training | 301 | 445 | | Hours of non-mandatory training | 1,616 | 1,444 | | Average hours of training per employee | 12 | 12 | | Annual cost of training, € | 40,652 | 55,126 | | Average cost per employee, € | 246 | 356 | | Number of active employees^{3} | 164 | 155 | *We are pleased that the results of the 2026 employee survey were consistent with those of the previous year, with more than 95% of employees indicating that they feel proud to be part of the BCG team and would recommend BCG as a place to work.* $^{1}$ Calculated on a headcount basis, as at 30 April 2026 (2025 average tenure per employee: 9 years, 2025 average tenure per Senior Management employee: 11 years). The average tenure per employee decreased from 9 years in 2025 to 8 years in 2026, following an increase in employee numbers at BCG. $^{2}$ Average number of active employees during 2026 and 2025, calculated on a headcount basis. $^{3}$ Over 95% of respondents answered YES to both questions: 'Do you feel proud to be part of the BCG team?' and 'Would you recommend your friends to work here?'. 30 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued ![img-49.jpeg](img-49.jpeg) # **Employee share incentive scheme** We want our employees to benefit directly from their contribution to the Group's success. The Group currently operates a Performance Share Plan ('PSP') that is subject to service and performance conditions. The PSP scheme consists of share options for Executive Directors and certain key employees with a vesting period of three years. The Group awarded 932,625 share options under the PSP scheme in 2026 (2025: 794,118 share options). ☞ For more information on the PSP scheme, see note 24 to the consolidated financial statements on page 107. # **Fair pay** As we operate in a highly competitive labour market, attracting and retaining talented employees remains a key priority. We are committed to providing fair and competitive remuneration that reflects each employee's qualifications, responsibilities, performance, experience and other relevant factors. To ensure our remuneration remains competitive, salaries are reviewed annually, taking into account market benchmarks, individual skills and experience. During 2026, average employee salaries increased by 10%, consistent with the increase implemented in 2025. ☞ For more information on director and employee remuneration, see pages 66 to 67. As opposed to the UK, the Baltics lack a generally recognised real living wage standard. However, all our employees are paid significantly above the national minimum wage, and we are committed to paying a fair salary for all our employees. # **Health and safety** The health and safety of all employees and visitors is a priority for the business. Our principal objective is to prevent or minimise accidents, injury and ill health to staff working at our premises or remotely. This includes contractors, and others, who work at, or visit our premises. There were no safety accidents reported during the year, and there was no lost time due to work-related incidents or work-related occupational disease. All our employees have fire safety training at least every one to two years in line with the national requirements across our offices in Lithuania, Latvia and Estonia. All our new employees received safety training upon joining the BCG team. BCG employees are provided with a health check-up every two to three years, depending on the location and national requirements. # **Mental health** We are committed to supporting our employees in all aspects of their health and wellbeing, including mental health. Every year we have regular team building events, to help strengthen relationships between colleagues and foster a positive working environment across our offices. Managers have regular performance reviews with employees, which includes discussions on employee satisfaction, motivation and overall engagement. In Estonia we also supported employee wellbeing by sharing curated materials on mental health, including practical tips, self-assessment tools, and educational resources. # **Workplace flexibility and work-life balance** Currently, we apply a hybrid working model, mixing in-office and remote work. We also provide a flexi-time working system with a set number of hours with the starting and finishing times chosen within agreed limits by the employee. # **Access and affordability** On average, a resident in the Baltics visited BCG's online platforms ten times per month during 2026, making BCG the leading online classifieds group in the Baltics. It is important for us to ensure that the most disadvantaged members of our society can access affordable services on our sites in a convenient and user-friendly way. Currently, the Group's portals offer consumers free access to search for a wide range of products and services listed by B2C and C2C advertisers, portal-specific ancillary services, such as financial intermediation and data services (for example, salary data by job category on the Jobs portal). Consumers can search with or without prior registration and have access to a large volume of listings across multiple categories including real estate, automotive, jobs (blue and white collar), home furnishing, clothing, construction materials, agricultural equipment and pets. Our Generalist platforms allow private users to list general items for sale free of charge. Applying for a job on our Jobs platform is also free. On our vertical platforms, listing fees for private users are linked to the value of the item listed, meaning lower-value items can be listed for a significantly lower price. The cost of advertising vacancies on our Jobs platform varies by location, with lower fees in smaller cities where average salaries are lower. ![img-50.jpeg](img-50.jpeg) Baltic Classifieds Group PLC Annual Report and Accounts 2026 31 STRATEGIC REPORT --- Sustainability Report continued ## Social and community issues BCG engages with local communities and supports them on an ongoing basis, through local connections, charitable work and support. During 2026, the focus continued to be on both organisations that support Ukraine and local initiatives, to which we donated €0.1 million. Please see the table below. Since the beginning of the war in Ukraine, the Group has donated €0.5 million to support Ukrainians affected by the war through various charity organisations, including a local non-government organisation 'Blue/Yellow' which provides critical medical, humanitarian and nonlethal aid to Ukraine, the Red Cross and other initiatives supporting civilians affected by the war. In addition to these donations, we try to ease the challenges faced by Ukrainian refugees and the people of Ukraine in any other meaningful ways. Since the start of the war, tens of thousands of Ukrainian refugees have become part of our local communities in the Baltics, reinforcing our commitment to provide support where possible. Initiatives implemented to support Ukrainian refugees are listed in the table below. ![img-51.jpeg](img-51.jpeg) ” *Since the beginning of the war in Ukraine, the Group has donated €0.5 million to support the struggle of Ukrainians.* ### Label 'Help for Ukrainians' in Aruodas.lt Allows customers to advertise that they offer more flexible conditions to refugees and enables Ukrainians to find the advertisements they need more easily ### Rental agreements in Aruodas.lt Translated into English, Ukrainian and Russian languages 1 ### Label 'Ukrainians are welcome' in CVbankas.lt Helps Ukrainian refugees find suitable employment opportunities ### CVbankas.lt in Ukrainian Visitors may view the portal's content, including job advertisement information in the Ukrainian language. Applicants' resumes can also be created in the Ukrainian language 2 ### Free placement of ads for professional services offered by Ukrainians in Paslaugos.lt Helps Ukrainians to find clients in Lithuania and generate income from the services they provide 3 ![img-52.jpeg](img-52.jpeg) ![img-53.jpeg](img-53.jpeg) ![img-54.jpeg](img-54.jpeg) During 2026, we were proud to donate, among others, to the following charities: ### Blue / Yellow Provides Ukrainian soldiers and volunteers with critical medical, humanitarian and non-lethal aid to help resist Russian aggression ### Švietimas numeris vienas Brings together business and education expertise to strengthen Lithuania's education system and help young people grow into creative, independent, future-ready individuals ## Švietimas #1 ### The Baltic International Security Centre A pan-Baltic think tank focused on European security, resilience, cyber security, and strategic communication ![img-55.jpeg](img-55.jpeg) 32 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Sustainability Report continued ## Social targets | Target | Status | Description and progress towards our goals | | --- | --- | --- | | Maintain average employee tenure above 5 years | Achieved | In 2026, the average employee tenure was 8 years. | | Maintain employee engagement above 90% | Achieved | In 2026, we conducted our annual employee engagement survey which showed that in line with last year's results, more than 95% of employees said they were proud to work at BCG. | | Maintain at least 40% women in the whole workforce | Achieved | We maintained our gender diversity across the workforce with 47% of the workforce being women. | | Maintain at least 40% of women in our Leadership Team^{1} | Achieved | The representation of women in our Leadership Team was 52%. | $^{1}$ Executive Directors and direct reports to the Executive Directors, according to the FTSE Women Leaders Review methodology, as at 30 April 2026. ## Governance and Compliance The Board takes responsibility for all workforce policies and practices that are consistent with the Company values and supports its long-term sustainable success. The Board reviews and approves all significant policies that impact our workforce. The Executive Directors take direct responsibility for all workforce-related matters to ensure that they align with the Group's values and purpose. Policies are published on the Company intranet. Our employees are required to confirm their understanding of these policies upon recruitment and on a periodic basis. Where relevant, training is given to the workforce. As a leading group of digital marketplaces in the Baltics, we are committed to putting data security, as well as customer and consumer privacy at the heart of what we do. It is our highest priority to provide reliable, efficient and fair digital platforms. Cyber security and privacy is also included into the Board's schedule. Senior Management briefs the Board on information security matters at least annually. ### Data security To ensure the security of our portals, we have implemented technical measures, including distributed denial-of-service ('DDoS') protection, bot management and strict firewall rules. All critical parts of the infrastructure are secured from the public, and our software is up to date with critical security patches applied. We conduct penetration testing and content moderation to enhance security and mitigate cybercrime risks. Security incidents are detected via security tools such as Cloudflare WAF (Web Application Firewall) and internal monitoring systems. In addition, we actively respond to customer feedback to help identify potential threats and ensure a proactive approach to managing cyber security risks. ### Data privacy We are committed to ensuring that personal information is collected and processed responsibly, only where necessary and for legitimate business purposes, while respecting individuals' privacy rights. When processing personal data, we take appropriate measures to ensure it is accurate, secure, confidential and properly protected. We also seek to minimise the volume of personal data processed and transferred, applying data minimisation principles wherever practicable. Our approach to data protection is governed by the Group Data Processing Rules, which set out the Group's requirements and principles for the collection, use, sharing, retention and protection of personal data. The Group Data Processing Rules are aligned with the EU General Data Protection Regulation ('GDPR') and the UK Data Protection Act 2018, which serve as our benchmarks for data protection. In addition, each of our portals publishes a Privacy Policy on its website, clearly setting out the terms governing the collection, use, sharing and retention of user data, including data shared with third parties. All portals are committed to notify data subjects in a timely manner in case of policy changes or data breach. We require all third parties with whom the data is shared to comply with the Company's privacy standards. To protect the personal data of private sellers who advertise on our platforms, we hide part of their contact details and provide virtual telephone numbers. These measures help safeguard users' privacy and reduce the risk of unauthorised access to personal information. In 2026, we further enhanced our automated personal data deletion processes to ensure the timely removal of expired or unused data and continued compliance with GDPR requirements. In addition, all of our employees have completed GDPR training. As planned, this training was delivered across all our offices in 2026. We take data privacy very seriously and will continue to provide GDPR training every two years. ### Human rights BCG is committed to acting in an ethical manner with integrity and transparency in all business dealings and to investing in the creation of effective systems and controls across the Group to safeguard against adverse human rights impacts. BCG's policy is to engage only with suppliers who meet our ethical standards. Potential suppliers are assessed based on their geographical location, nature of services provided and their reputation. In 2024, BCG adopted the Business Partner Code of Conduct which sets out the key human rights principles and ethical standards that our business partners must respect. We safeguard our employees through a framework of policies and statements including Code of Conduct, Modern Slavery and Whistleblowing policies. STRATEGIC REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 33 --- Sustainability Report continued ## Modern slavery We are committed to addressing the potential risks of modern slavery, human trafficking and other human rights abuses within the Group and throughout our supply chain. We regularly review our processes and, where appropriate, enhance them to ensure these risks are appropriately mitigated. Although no instances of modern slavery have been identified, we believe the Group has appropriate policies and procedures in place to respond effectively should any concerns arise. ## Anti-bribery and anti-corruption The Group has adopted an Anti-Bribery and Anti-Corruption Policy which outlines main rules and principles that ensure a consistent standard of behaviour across the Group. Under this Policy, Group employees are not permitted to give or offer anything of value, directly or indirectly, to any commercial party or government official, including foreign public officials in international business transactions, for the purpose of improperly obtaining or retaining a business advantage. All Board members and employees, including Senior Management, are trained to identify and avoid the risks related to corruption and bribery. The Group is committed to taking a proportionate and risk-based approach to due diligence of its third-party intermediaries. Where third-party intermediaries are engaged, an effective risk assessment informs the procedures to be imposed to mitigate the risk of bribery by any such third-party intermediary. BCG assesses the reputation and standing of the firm or individual it is employing and the historical issues that have arisen in the relevant industry sector or region of employment. Under our Gifts and Entertainment Policy, BCG does not tolerate any inappropriate attempts to influence or reward someone in connection with any business decision or transaction through gifts or entertainment. Pre-approval is mandatory for gifts or entertainment provided to, or received, in excess of €750. Disclosure and documentation are mandatory for any gifts or entertainment employees provide, or receive, that exceed €250 per employee per annum. There were no political donations made during the financial year (€nil in previous financial year). ## Whistleblowing BCG has adopted a Group-wide Whistleblowing Policy designed to provide our employees with an effective and available mechanism for reporting concerns about suspected misconduct, malpractice or unethical behaviour, which includes a way for employees to raise their concerns anonymously. Employees may raise concerns through a dedicated reporting channel, including a local inbox, their line manager, a member of the Executive Team or the Head of Human Resources. Employees may also contact the Chair of the Audit Committee if they wish to raise concerns outside the Group's management structure. Information on the whistleblowing procedure and relevant contact details is available to all employees. Every effort is made to protect the confidentiality of individuals who make disclosures under the Policy. No employee who raises a concern in good faith will be dismissed, disadvantaged or subjected to retaliation as a result. Any employee found to have victimised or retaliated against an individual who has raised a concern will be subject to disciplinary action. The CFO of Baltic Classifieds Group has Board responsibility for monitoring and evaluating whistleblowing arrangements. The CFO reports whistleblowing matters to the Audit Committee, including any investigations undertaken and actions arising. The effectiveness of the Group's whistleblowing arrangements is reviewed periodically, including through independent retrospective reviews where appropriate. There were no whistleblowing reports made during the financial year. The implementation and effectiveness of the Group's compliance function and related policies are reviewed periodically by the Audit Committee and supported by periodic reviews and risk assessments performed by the Group's finance and legal teams. ## Competitive behaviour BCG competes in highly competitive markets with low entry barriers. Due to rapid technological change, evolving industry standards and changing needs and preferences of customers and users, the competitive landscape is extremely dynamic. Our portals face competition from both traditional and new online classified portals such as Facebook Marketplace and LinkedIn. We put a strong focus on compliance with competition laws. Our approach involves monitoring our pricing strategies to ensure they are fair and reflect the economic value of the products offered, maintaining transparent access to our platforms, and refrain from exclusive dealings that could unfairly hinder the competition. Our pricing strategies were challenged by third parties and national competition authorities in Lithuania and Estonia, providing useful guidance on the assessment of pricing practices against relevant benchmarks, with one proceeding still awaiting a final decision. ## Tax transparency BCG is committed to paying its fair share of tax in a transparent manner. The Group's effective tax rate for 2026 was 13% (2025: 12%) with income tax of €7.7m (2025: €6.3m). For more information on our total tax contribution, see Financial Review on page 18. ## Governance targets | Target | Status | Description and progress towards our targets | | --- | --- | --- | | Complying with tax, data protection, human rights, bribery, corruption and other related rules and regulations in the countries in which the Group operates | Achieved | During 2026, BCG maintained policies and procedures designed to support compliance with applicable tax, data protection, human rights, anti-bribery and corruption, and other relevant laws and regulations in the countries in which the Group operates. While a minor compliance matter relating to the application of withholding tax requirements was identified during the year, it was promptly addressed and did not have a material impact on the Group's financial position or results. | 34 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Corporate Governance Report continued # Board Leadership and Company Purpose ## Effective Board The Board recognises that long-term sustainable success depends on an effective and entrepreneurial leadership team whose behaviours and decision-making are aligned with the Group's purpose, values and strategy. Entrepreneurs Justinas Šimkus (CEO) and Simonas Orkinas (COO), together with their long-standing leadership team, have spent more than a decade building a portfolio of market-leading businesses and strong brands, creating the foundation for the culture and strategic direction the Board now oversees. Following Simonas's retirement, this legacy continues under the stewardship of the current leadership team and the Board. The Board brings together Executive and Non-Executive Directors with deep industry knowledge and complementary skills. In line with the Code, the Board continues to focus on how members' behaviours, challenge, and contribution support effective decision-making and reinforce the Group's purpose and culture. Most Directors are also investors in the Company, which further aligns the Board's interests with the long-term success of the Group and its stakeholders. Throughout the year, the Board considered the wider market context in which the Group operates, including the slow recovery of the Estonian car market, changes to the Lithuanian second-pillar pension system and the impact of unusually cold winter conditions on transaction activity, to ensure strategic decisions remained grounded in the realities of our operating environment. During the year, the Board undertook an external performance review, consistent with the FRC's 2024 guidance, which emphasises meaningful evaluation and improvement rather than process alone. The review concluded that the Board is operating effectively, with strong relationships and constructive challenge, contributing to high-quality decision-making. The review identified priorities, including proactive Board succession planning and future capability needs, focus on long-term growth drivers informed by external insights, and continued refinement of meeting management and Board materials. ☛ Further detail on the Board effectiveness review and resulting actions can be found in the Nomination Committee Report on page 58. ## Purpose, strategy, values and culture The Group's culture is entrepreneurial, team-focused and ambitious, grounded in principles of equality and inclusivity. The Board recognises that this culture is fundamental to the Group's long-term success and is confident that it remains closely aligned with the Company's purpose, values and strategy. Indeed, the Board views this collaborative culture—shaped by our people and supported by our flatter organisational structure—as one of our core strengths. Our purpose is to provide trusted marketplaces that connect buyers and sellers across the Baltic region, enabling smooth, simple and efficient transactions. This purpose guides decision-making across the organisation and underpins the behaviours and expectations that form the foundation of our culture. ## Board activity and culture The Board has long placed strong emphasis on keeping the Group's purpose, values, strategy and culture closely aligned, and understanding how these shape the way we work. The Code brings greater focus to these areas, particularly the importance of monitoring culture and reporting on the outcomes of Board decisions in the context of strategic objectives. As these principles are already embedded in how Baltic Classifieds Group operates—supported by our flatter structure and an engaged Executive Management—the Code reinforces practices that are already part of our governance approach. The following table shows how the Board's activities during the year support and reinforce our culture. ☛ For more information on stakeholder engagement, see page 49 and our Section 172(1) statement on page 37. | Board activity | Link to culture | Outcome | | --- | --- | --- | | Employee engagement survey | The Board reviewed the employee engagement survey results to understand workforce sentiment and priorities. | The Board gained assurance that employee engagement remains consistently strong, with high levels of employee pride and positive feedback across culture, values and working relationships. | | Board meeting at local offices | Board meetings were held in Lithuania and Estonia, to provide opportunity for the Board to engage with employees from across different countries and offices. | These meetings supported direct engagement on strategy, pricing and performance, reinforcing alignment between the Board and local teams. | | Chair and NED employee engagement sessions | The Chair and NEDs attend bi-annual in-person employee engagement sessions on a rotating basis throughout the year, responding directly to employee questions and feedback. | These sessions supported an open and transparent culture, confirmed positive employee sentiment and demonstrated that employee understanding was in broad alignment with Board-level strategic discussions as well as highlighted opportunities to strengthen collaboration across locations. | | Executive Directors jointly responsible for workforce issues | Executive Directors maintained close engagement with management and employees and held direct responsibility for workforce issues, establishing a direct connection between leadership, culture and decision-making. | The Board maintained oversight of workforce matters reinforcing a culture of accountability and alignment between Board and leadership decisions and employee experience. | | People and culture | The Board reviewed how culture is embedded across the Group, checking cultural indicators such as the employee engagement survey and as illustrated in the Case Study. It also looked at leadership behaviours against BCG's purpose and values. | The Board ensured that culture remains aligned with purpose and strategy, supported by regularly considering people and culture matters, including approval of policies to promote safe, fair and responsible working practices. | | Oversight of workforce remuneration and rewards | Discussions at Board and Remuneration Committee level, enabled assessment and oversight to ensure that employee remuneration and rewards support employee motivation. | The Board exercised oversight of remuneration frameworks, including approval of changes to performance share plan arrangements on the recommendation of the Remuneration Committee, ensuring alignment with remuneration policy, market conditions and broader workforce pay, supporting fairness and consistency. | | Embedding purpose and values | The Board supported initiatives that reinforce the Group's purpose of connecting buyers and sellers across the Baltic region through market-leading trusted digital marketplaces, promoting fairness and efficiency. | The Board gained assurance that the Group's purpose and values are well embedded across the organisation, supported by positive employee sentiment and underpinned by disciplined decision-making, regulatory oversight and governance practices aligned to long-term stewardship. | 48 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Corporate Governance Report continued | Board activity | Link to culture | Outcome | | --- | --- | --- | | Leading by example | Through its behaviours, and engagement with management and employees, the Board actively role-models an open culture. BCG has a dynamic and motivated team that enjoys working together and having fun, and this spirit of collaboration and camaraderie is one of our greatest strengths. | The Board demonstrated leadership through disciplined decision-making, robust challenge and governance oversight, including approval of key policies such as the AI Policy applicable to all employees and Directors, reinforcing expectations of responsible leadership and strong tone from the top. | | Strategic oversight of each of the four vertical business areas | The Board reviewed strategic decisions and their outcomes in the context of the Group's purpose, values and long-term strategy. The Board has direct contact with Portal Managers, helping them understand key issues and strengthen collaboration across the Group. | The Board exercised oversight of financial performance, capital allocation, pricing and packaging, technology (including AI), risk management and M&A activity, supporting accountability, effective execution of strategy and long-term value creation | | Promoting an ethical and fair culture | The Board approved key policies, including the Remuneration Policy, Modern Slavery Statement and those related to responsible business conduct, workforce protection and governance safeguards. | The Board promoted a responsible and fair culture through disciplined decision-making, regulatory oversight, reinforcing fairness, transparency, ethical behaviour and accountability, across the Group and its stakeholders. | ## Case study: Strengthening Board–Employee Engagement In early 2026, Non-Executive Directors Kristel Volver and Ed Williams met with eight employees from the Lithuanian office. The group represented a broad range of tenures, including long-serving employees with over ten years at BCG, recent joiners, and a returning team member. This case study demonstrates the value of structured employee engagement at Board-level. ### Objective To create an open, constructive space where employees could: - Share feedback on their working experience - Raise any concerns or suggestions - Hear directly from Board members on strategic topics - Contribute to ongoing cultural and operational improvements Employees were also reminded of the Whistleblowing Policy for any issues that might be sensitive or inappropriate for a group setting. ### What We Heard The session was conducted in English, with all participants contributing confidently. While the Board team invited targeted suggestions for improvement, employees mainly used the opportunity to seek broader views from Directors, reflecting a strong sense of trust and engagement. ### Impact and Outcomes This engagement session reinforced the importance of direct Board–employee interaction as a source of cultural and strategic insight. Key outcomes included: - Validation of strong employee sentiment, supporting retention, wellbeing, and culture - Reaffirmation of cross-country collaboration as an improvement opportunity - Evidence of high strategic awareness among employees, particularly regarding AI and industry change - Strengthening trust between employees and the Board Findings from this session have been shared formally with the Board and will inform ongoing initiatives in people, culture, and operational alignment. ## Prudent and effective controls and Board resources The Board provides leadership within a framework of prudent and effective controls. It has clear roles and divisions of responsibilities. The framework, along with its Committees, outlines duties, responsibilities, lines of accountability, and oversight. These controls ensure decision-making happens in a timely manner at the appropriate level. The Board continuously monitors the framework to ensure it aligns with the business needs. The Board supports Senior Management in implementing strategic priorities, while providing oversight and creative challenges. ## Stakeholder engagement The Board recognises the importance of understanding the Company's different stakeholder groups. By understanding them, the Board can ensure that they are represented both at the Board level and throughout the workforce. The Executive Directors analyse the Company stakeholders annually. The table on pages 50 to 51 summarises the Group's key stakeholders and highlights what issues matter the most to them and how the Board engages with them. The table should be read in conjunction with the Section 172(1) statement on page 37 and also with the Statement of Engagement with Employees and the Statement of Engagement with Other Business Relationships on page 73. GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 49 --- Corporate Governance Report continued # Our stakeholders are # **Investors** Allow us to strive to be the best for all our stakeholder groups # **Consumers and Advertisers** Are at the heart of our purpose # **People** We all work together to ensure the long-term success of our business # **Suppliers** We view our suppliers as partners who help us deliver our purpose # **Regulatory bodies** We prioritise ensuring that we meet all regulatory requirements # **Environment and Community** We think about the future and what condition we leave the Earth in for future generations | | What matters | Board oversight and engagement mechanisms | Board decisions | | --- | --- | --- | --- | | **Investors** | - Business operations, including our approach to Artificial Intelligence - Sustainable, profitable growth runway - Capital allocation discipline - Shareholder value - Risks and resilience - Governance, transparency and trust - Responsible and sustainable business - Leadership and culture - Internal and external audit processes | - Responding to market concerns about AI-related share price dislocation - Post results meetings with investors and USA investor roadshow - Third party organised conferences with existing and potential investors through the year - Covering broker organised fireside chats - Ad-hoc requested meetings - RNS newswires - Annual Report and Accounts and Analyst Presentation - Analyst consensus - Relevant updates on corporate website - Annual General Meeting and General Meeting - Electronic communications to shareholders - Views of voting agencies - Shareholder expectations summaries | - Updated Capital Allocation Policy - Strategic decision to use leverage for share buybacks - Dividend approval - Approval of half year financial report, Annual Report and Accounts, and investor presentations - Approval of GM and AGM resolutions - Budget and Reforecast approval - Approval of AI Policy | | **Consumers and Advertisers** | - Market reach and network strength - Fair and transparent pricing - Platform experience and functionality - Trust, safety and reputation - Customer service and support - Training on new functionalities (Advertisers) - Credibility of sellers (Consumers) - Data protection | - Oversight of expanding from listings into a broader digital ecosystem. - Monitoring product strategy - Access to Portal Managers - Portal Managers engage with Executive Directors daily - Portal Managers feed customer relationship information back to the Board - Portal Managers rotate attending Board meetings - The Board intentionally drive strategy and decision-making to improve the customer experience - Throughout the year, the Board reviewed the impact of the C2C and B2C price changes and how they were affecting advertisers - Informal feedback from customers which is then fed back to the Board in meetings | - Approval of updates to products and pricing across verticals. - Review of market conditions (e.g., Estonian auto market) and implications for product development and pricing actions. - Review of C2C and B2C take rates and impact on future pricing direction. - Reviewed content moderation measures across the portals. | | **Our People** | - An inclusive and diverse working environment - Positive culture, team spirit - Opportunities for career and personal development - Having a voice - Fair reward and working conditions - Community responsibility - Company strategy - Ethical working practices | - Chair and NEDs sessions with employees across the different offices, organised to coincide with Board meetings in Estonia and Lithuania - Employee engagement questionnaire. The survey showed that more than 95% (2025: more than 95%) of employees are proud to work at BCG and these results were discussed at the Board - Regular and scheduled meetings within business units where employees can ask questions of Senior Management; the feedback from these sessions is fed back to the Board during vertical strategy sessions - CEO, CFO and COO update at every Board meeting which includes relevant workforce updates - Attendance of IT, legal, ESG employees at Board meetings - Regular social activities | - Approval of share option awards to employees according to the Company's long-term incentive plan - Provided feedback on improving employee survey - Approval of policies including AI Policy | 50 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Corporate Governance Report continued ## Strategic decisions ### Investing in a fit-for-purpose, long-term technology: we develop all technology in-house and on a portal-specific basis, allowing an agile approach while sharing components and applications across the platforms. This investment builds a scalable infrastructure capable of handling increasing traffic levels and serving as a practical foundation for data-driven and AI-enabled products. ### Focusing on cash generation with excellent margins: Our market leadership and strong brand identity enable low marketing expenditures. Additionally, our organisational structure supports shared corporate functions and minimal capital expenditure. ### Talent recruitment and retention: We attract and retain a highly skilled and efficient workforce. Our core HR objective is to recruit high-potential, motivated employees and provide them with opportunities for growth and development. | | What matters | Board oversight and engagement mechanisms | Board decisions | | --- | --- | --- | --- | | **Suppliers** | - Fair and reliable commercial relationships - Responsible and sustainable business practices - Business stability and growth | - Oversight of emerging technology-related risks - Ongoing oversight of AI development, including internal updates and external learning sessions - Performance reports discussed and considered at the Board - Continuous development of our supplier management framework to strengthen our collaboration with strategic suppliers who are instrumental in enabling the realisation of our strategic goals | - Governance of technology and AI adoption - Board oversight of fraud prevention and cyber security resilience including safeguards for data and intellectual property - Approval of responsible business policies - Approval of long-term financing decisions | | **Regulatory bodies** | - Legal and safe operations in compliance with relevant regulations - Fair and ethical treatment of employees - Environmental responsibility - Consumer protection and market integrity | - Board oversight and approval of filings with Companies House - The Board receives updates on legal matters at Board meetings - Review of the Risk register - Competition case update - During the year, the Board undertook externally-led refresher training on the UK Market Abuse Regulations (MAR), including broader regulatory and governance matters, delivered by Clifford Chance. - Reviews communications with the Financial Reporting Council ('FRC') | - Regulatory considerations in RNS/ARA sign-off | | **Environment and Community** | - High environmental and social standards - Environmental responsibility and climate impact - Human rights and ethical conduct - Positive community impact | - ESG working group and regular updates at Board meetings - Board involvement in the preparation of the ESG reporting in the Annual Report and Accounts - Senior Management reports to the Board on social and environmental concerns arising within their business units - ESG updates by external auditors and Company employees - Approval of donations to charitable organisations | - Approval of the Annual Report and Accounts - Approval of the Modern Slavery Statement | GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 51 --- Corporate Governance Report continued ## Impact of stakeholder engagement on Board priorities and principal decisions We utilise these engagement channels to receive information from our stakeholders which then feed into our Board priorities and principle decisions. Reflecting the strengthened focus of the Code, the Board ensured that its decisions were aligned with the Group's purpose, values and strategy, and monitored cultural indicators to understand how culture is embedded across the business. In considering strategic matters, the Board assessed both actions and outcomes, consistent with Principle C's emphasis on reporting decisions in their strategic context. The following table sets out the Board's priorities, key actions and principal decisions during the year, highlighting the stakeholder groups affected and alignment with the Section 172(1) factors. The Board seeks to ensure that stakeholder perspectives are considered in decision-making and reflected throughout the organisation. Board priorities Key actions and principal decisions | **Strategy and operations** | - Approved B2C and C2C pricing strategies across core platforms - Reviewed performance and strategy across key business verticals, including Generalist, Auto, Real Estate and Services - Approved new product and business initiatives, including 'buy now' functionality and rental model development - Reviewed financial performance against budget - Evaluated M&A opportunities and exercised disciplined capital allocation where required - Considered and responded to strategic implications of AI, including data access and platform positioning | | | --- | --- | --- | | **Leadership and employees** | - Approved senior leadership succession, including appointment and remuneration of Chief Operating Officer - Undertook Board succession planning including future NED recruitment and Committee leadership changes - Reviewed employee engagement survey results and outcomes, noting consistently strong workforce sentiment and identifying enhancements to survey analysis - Reviewed Non-Executive Director fees and approved an increase - Considered and implemented recommendations from the external Board performance review - Maintained ongoing oversight of workforce engagement through regular updates and Non-Executive Director engagement sessions with employees, acting on themes including collaboration and communication | | | **Finance and Investor Relations** | - Approved budgets, financial reforecasts and scenario planning to support medium-term performance - Approved FY2025 Annual Report and Accounts, FY2026 Half-Year report and results announcements, and oversaw investor messaging - Approved dividends and reviewed capital allocation framework - Authorised share buyback programme - Approved entry into new €145m term and revolving credit facility to refinance existing debt and support capital allocation, including share buybacks - Reviewed investor engagement strategy, including roadshows and approach to market disclosures in consultation with brokers - Reviewed proxy advisor recommendations and investor expectation letters - Received reports and updates on investor relations activities, including investor roadshows | | | **Risk management** | - Reviewed and updated principal risks, including addition of tax risk - Considered cyber security risks and external incident learnings to enhance control environment - Oversaw emerging risks associated with AI, including data security and intellectual property considerations - Reviewed the effectiveness of the external audit process and the internal audit function, through the Audit Committee - Reviewed the effectiveness of the Group's risk management and internal control systems, including financial, operational and compliance controls; this was done in conjunction with the Audit Committee - Prepared for Provision 29, including supporting work on internal control effectiveness - Assessed financial resilience through downside scenario analysis and stress testing - Received updates on cyber security-related risks | | | **Governance** | - Carried out an external Board effectiveness review and agreed an action plan based on the findings - Reviewed and approved updates to the Audit, Nomination and Remuneration Committees' Terms of Reference and the Matters Reserved for the Board, to align with the Code - Reviewed the Division of Responsibilities across the Board and executive leadership - Approved the AGM 2025 and GM resolutions - Participated in governance and regulatory training, including MAR and Provision 29 developments and received quarterly legal and regulatory updates | | | **ESG** | - Reviewed ESG performance, reporting requirements and external ratings - Approved key Group policies supporting ethical and responsible business practices, including Modern Slavery and workplace conduct policies - Maintained oversight of workforce engagement, inclusion and culture through survey results and direct engagement - Received feedback from employee meetings in Vilnius and Tallinn - Considered workforce-related metrics, including gender pay gap disclosures and targets | | Stakeholder icons: - Investors - Consumers and advertisers - Our people - Suppliers - Regulatory bodies - Environment and community Links to S172(1) icons: - The likely consequences of any decision in the long term - The interests of our employees - The need to foster business relationships with key stakeholders - The impact of the Group's operations on the community and environment - The desirability of maintaining a reputation for high standards of business conduct - The need to act fairly between members 52 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Corporate Governance Report continued # Division of Responsibilities ## Board roles and responsibilities The Board comprises the Chair, the CEO, the CFO, the COO, a Senior Independent Non-Executive Director ("SID") and four Independent Non-Executive Directors ("NEDs"). The Board is committed to maintaining high standards of corporate governance. It provides oversight of the Group's activities and retains ultimate responsibility for decision-making on behalf of the Company. Certain responsibilities are delegated to Board Committees, while execution of approved decisions is entrusted to the Executive Management, who manage day-to-day operations of the business. The Board defines the Group's purpose, values and strategic priorities, ensuring alignment with the Company's culture. It provides leadership focused on the delivery of long-term sustainable success and shareholder value, while maintaining oversight of the Group's risk management framework and system of internal controls. ### Board roles #### Chair - Leads the Board and is responsible for the overall effectiveness of Board governance - Sets the Board's agenda, with emphasis on strategy, performance and value creation - Ensures good governance - Shapes the culture of the Board, promoting openness and debate #### Chief Executive Officer - Develops strategies, plans and objectives for proposing to the Board - Leads the organisation to ensure the delivery of the strategy agreed by the Board #### Chief Financial Officer - Runs the Group on a day-to-day basis and implements the Board's decisions - Provides strategic financial leadership of the Group and runs the finance function on a day-to-day basis - Leads investor communication #### Chief Operating Officer - Runs the Group on a day-to-day basis and implements the Board's decisions - Heads the IT Team #### Senior Independent Non-Executive Director - Acts as a sounding board for the Chair - Available to shareholders if they require contact, both generally and when the normal channels of Chair, CEO or CFO are not appropriate - Leads the annual appraisal of the Chair's performance and the search for a new Chair, when necessary #### Non-Executive Directors - Demonstrate independence and impartiality - Bring experience and special expertise to the Board - Constructively challenge the Executive Directors - Monitor the delivery of the strategy within the risk and control framework set by the Board - Monitor the integrity and effectiveness of the Group's financial reporting, internal controls and risk management systems #### Company Secretary - Responsible for advising the Board and assisting the Chair in all corporate governance matters ## Leadership structure The Board provides leadership to the Group and is supported by a governance structure comprising its Committees and the Executive Management. This framework enables effective oversight and supports a balanced approach to risk management, aligned with the Group's culture. Specific responsibilities are delegated to the Board's three permanent Committees, each operating within defined Terms of Reference, which are available on the Company's website. The roles of each of the Board Committees are set out below: ### Audit Committee - Assisting the Board in discharging its financial reporting responsibilities - Overseeing external and internal audits and controls, including the review and monitoring of the integrity of the Group's annual and interim financial statements - Reviewing and monitoring the extent of non-audit work undertaken by external auditors - Advising on the appointment of external auditors - Overseeing the Group's relationship with its external auditors - Reviewing the effectiveness of the external audit process - Reviewing the effectiveness of the Group's internal audit, risk management and internal control systems, whistleblowing procedures and fraud prevention systems ### Remuneration Committee - Assisting the Board in fulfilling its responsibilities in relation to Executive Directors' remuneration - Making recommendations to the Board on the Company's Executive remuneration policy - Determining the individual remuneration and benefits packages for each Executive Director, the Chair and the Company Secretary ### Nomination Committee - Assisting the Board in discharging its responsibilities relating to the composition and structure of the Board and its Committees - Identifying and recommending candidates for appointment as Directors or Committee members, as required - Ensuring the development of a diverse and effective talent pipeline GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 53 --- Corporate Governance Report continued ## Executive Management The Executive Management team, comprising the three Executive Directors, is responsible for the day-to-day running of the business. It is accountable for implementing the strategy approved by the Board and for overseeing the Group's operational performance. ## Senior Management Senior Management consists of the three Executive Directors, the Development Director and 12 Portal and Project Managers. The Senior Management team meets regularly and at least weekly, to review performance and operational matters. Portal Managers attend Board meetings when matters relevant to their areas of responsibility are considered, ensuring appropriate insight and engagement. ## ESG working group The ESG working group consists of six members: the three Executive Directors and three other employees. The Chair, together with Non-Executive Director Jurgita Kirvaitienė, serve as sponsors to the ESG working group and are actively involved in its activities. The working group met three times during the year. Its key areas of responsibility include: - Climate change and business impact - Energy management - Emissions monitoring and reporting - Culture and values - Employee engagement and well-being - Talent attraction and retention - Diversity and inclusion - Access and affordability - Local communities - Data security - Customer privacy - Corporate governance and integrity ## Board's role in audit, risk and internal control The Board's objective is to provide shareholders with a fair, balanced and understandable assessment of the Group's position, performance and future prospects, including its business model and strategic direction. It is responsible for the preparation of the Annual Report and Accounts; as well as maintaining appropriate accounting records and ensuring compliance with statutory and regulatory requirements. The Board reviews and approves the Group's principal risks and associated mitigation plans at least twice a year, based on input from Senior Management. Through the Audit Committee, the Board oversees the effectiveness of the Group's risk management framework and internal control systems and has overseen the plans for adoption of Provision 29 in financial year 2027. Further details on the Audit Committee's work during the year, including the Group's preparation for the implementation of Provision 29 of the Code, are set out in the Audit Committee Report. ## Board's role in remuneration The Board recognises that remuneration must support the Group's strategy and long-term sustainable success and delegates responsibility to the Remuneration Committee to ensure that formal and transparent processes are in place. During the year, the Committee consulted on the new Remuneration Policy and reflected shareholder feedback, including calls for more demanding upper-end EPS targets and interest in incorporating an additional performance metric such as Total Shareholder Return ("TSR"). ☞ Further detail on these matters is set out in the Directors' Remuneration Report on page 64. ## Board and Committee meetings and attendance Board and Committee meetings are held Board and Committee meetings are held either in person or virtually. The table below sets out attendance at the scheduled meetings during the year. Attendance is expressed as the number of scheduled meetings attended out of the number of such meetings possible or applicable for the Director to attend. During the period, the Non-Executive Directors held a number of informal get togethers. In the event that a Director is unable to attend a meeting they still receive all the papers for the meeting and are updated on matters discussed at the meeting. ## Independence The Code recommends that at least half the board of directors of a company, excluding the Chair, should comprise non-executive directors whom the board considers to be independent. Noting that the Chair is only independent upon appointment. As at the year-end date, the Company was compliant with this requirement. Following the end of the Relationship Agreement with Apax in July 2024 and the conclusion of the requirement for a nominated director, the Nomination Committee reviewed Tom Hall's position and recommended that he continue to serve on the Board. During the year, the Board reassessed Tom's independence in light of Apax no longer being a shareholder of the Company and Tom no longer being employed by Apax. The Board concluded that Tom meets the criteria for independence and confirmed him as an Independent Non-Executive Director. Following this assessment, Tom was appointed to the Audit Committee and the Remuneration Committee. ## Conflicts of interest The Board has a formal system in place for Directors to declare conflicts of interest, and for such conflicts to be considered for authorisation. Any external appointments or other significant commitments of the Directors require the prior approval of the Board. We recognise that our Directors may be invited to become non-executive directors of other companies. Such non-executive duties can broaden a Director's experience and knowledge which can benefit the Company. The Board is comfortable that existing external appointments of Directors do not create any conflict of interest that, if required, cannot be sufficiently managed. ## External commitments The Company is mindful of the time commitment required from Non-Executive Directors in order to effectively fulfil their responsibilities on the Board, particularly providing constructive challenge and holding Executive Management to account and utilising their diverse skills and experience to benefit the Company and provide strategic guidance. As part of any appointment process, prospective Directors are asked to provide details of any other roles or significant obligations that may affect the time they are able to commit to the Company. Each Director is responsible for informing the Board of any external appointments or significant commitments as they arise and these are considered and monitored by the Chair. The Chair's approval is required prior to a Director taking on any additional external appointment. The Chair's approval will only be given once the Chair is satisfied and the Director confirms that, as far as they are aware, there are no conflicts of interest. ☞ For the Director's biographical details and significant time commitments outside of the Company, see the Board biographies on pages 44 and 45. ## Change in Directors' commitments During the year, there have been no material changes to the commitments of the Board members. ### Board and Committee meetings and attendance | Board Director | Board | Audit Committee | Nomination Committee | Remuneration Committee | | --- | --- | --- | --- | --- | | Trevor Mather | 9/9 | - | 3/3 | - | | Justinas Šimkus | 9/9 | - | - | - | | Lina Mačienė | 9/9 | - | - | - | | Simonas Orkinas | 9/9 | - | - | - | | Ed Williams | 9/9 | 6/6 | 3/3 | 5/5 | | Tom Hall | 9/9 | 6/6 | 3/3 | 5/5 | | Kristel Volver | 9/9 | 6/6 | 3/3 | 5/5 | | Jurgita Kirvaitienė | 9/9 | 6/6 | 3/3 | 5/5 | | Rūta Armonė^{1} | 8/9 | 6/6 | 2/3 | 4/5 | $^{1}$ Rūta was unable to attend one Board meeting and one meeting of each Remuneration and Audit Committees that took place on the same day due to pre-existing work commitments. ### Independence ![img-56.jpeg](img-56.jpeg) As at 2 July 2026, there were six independent NEDs (including the Chair who was independent on appointment) and three non-independent Directors 54 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Corporate Governance Report continued # Board Composition, Succession and Evaluation The composition of the Board remained unchanged during the year. The Board continues to comprise a balanced mix of Executive and Non-Executive Directors, bringing together deep industry knowledge, regional insight and complementary skills that support effective decision-making and long-term sustainable success, in line with the expectations of the Code. Information on Board succession planning and facilitating the external board performance review, can be found in the Nomination Committee report on page 56. ## Board tenure Board member appointment dates are included in the Director Biographies on pages 44 and 45. The Chair will continue to monitor the tenure of Board members and consider this as part of the broader succession planning. ## Board training and professional development During the year, the Board received training and had sessions on: - Artificial Intelligence - Capital allocation - Market Abuse Regulations - Corporate governance and regulations, including Provision 29 - Takeover defence strategies - Trends in executive remuneration - Internal and external ESG updates The Chair is responsible for ensuring that all of the Directors are appropriately briefed on matters arising at Board meetings and that they have full and timely access to accurate and relevant information. To enable the Board to discharge its duties, all Directors receive sufficient information, including briefing papers distributed in advance of meetings. The Committees of the Board have access to sufficient resources to discharge their duties, including external advisers and access to internal resources and personnel. Where they judge it to be necessary to discharge their responsibilities, Directors may obtain independent professional advice at the Company's expense. All Directors also have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters. Board Directors regularly receive updates to improve their understanding and knowledge about the business and the environment in which it operates. As part of the year end reporting process, each Director is asked to identify skills and experience areas where they excel. For more on this, see page 44. Board meetings generally include one or more presentations from Senior Management on areas of strategic focus. Specific business-related presentations are given to the Board by Senior Management and external advisors when appropriate. ## Annual General Meeting and Director re-election The Company's Articles of Association specify that a Director appointed by the Board must stand for election at the first AGM subsequent to such appointment and at each AGM thereafter, every Director shall retire from office and all bar Simonas Orkinas will seek re-election by shareholders. This is in line with the Code, which recommends that Directors should be subject to annual re-election. The Board therefore recommends that shareholders approve the resolutions to be proposed at the Annual General Meeting 2026 relating to the re-election of the Directors. GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 55 --- # Nomination Committee Report ![img-57.jpeg](img-57.jpeg) ” *The externally performed Baltic Classifieds Group Board review found the Board to be performing strongly, with highly engaged Directors, a well-balanced composition, and clear alignment around the Company’s key priorities.* **Trevor Mather** Chair of the Nomination Committee Nomination Committee membership **Trevor Mather** (Chair) - 2 June 2021 **Kristel Volver** - 2 June 2021 **Ed Williams** - 2 June 2021 **Tom Hall** - 2 June 2021 **Jurgita Kirvaitienė** - 17 May 2022 **Rūta Armonė** - 11 June 2024 🕒 Committee meeting attendance can be found on page 54. 🌐 Committee Terms of Reference can be found on our corporate website at: balticclassifieds.com/corporate-governance. ## Key responsibilities *Board and Senior Management composition:* - review the structure, size and composition of the Board, its Committees and Senior Management; and - evaluate the combination of skills, experience, diversity, independence and knowledge on the Board, its Committees and Senior Management. *Succession planning:* - review the leadership needs of the organisation, both Executive and Non-Executive Directors, to ensure the continued ability of the organisation to compete effectively in the marketplace; - ensure plans are in place for orderly succession to the Board and Senior Management positions, considering the challenges and opportunities facing the Group, as well as the skills and expertise needed on the Board and the Senior Management team in the future; - oversee talent development, with a view to monitoring the development of a diverse pipeline across the Group; and - identify and nominate potential candidates for Board vacancies as and when they arise, in line with succession planning. *Board effectiveness:* - review the independence, skills, experience and time commitment of the Non-Executive Directors; - review and act upon the results of the Board performance evaluation process, including consideration of behavioural dynamics, quality of challenge and how effectively members work together to support decision-making and achieve objectives; - review the effectiveness of the Board and its Committees, including the clarity of roles and responsibilities and the interaction between them; and - consider areas for continuous improvement and oversee actions arising from the evaluation process. *Diversity and Inclusion:* - oversee diversity and inclusion across the Group and monitor progress made against objectives. ## Main activities during the year During the year, the Committee met three times and its key activities were: - discuss succession planning for the Board and key employees; - organise an external Board and Committees’ effectiveness review, consider its results and create an action plan; - follow up on the implementation status of action points identified during prior Board and Committee effectiveness reviews; - consider training and development needs of the Board and create an action plan; - review of the Board Diversity Policy; - review of the Board skills and diversity matrix; and - review and recommendation of the Committee’s Terms of Reference for approval by the Board. ## Planning for the year ahead: - oversee the implementation of the external Board and Committees’ effectiveness review recommendations; - conduct an internal Board and Committee effectiveness review and consider its results; and - continue to monitor Board and Senior Management succession. 56 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Nomination Committee Report continued ## Dear Shareholders On behalf of the Board, I am pleased to present the Nomination Committee Report for the financial year ended 30 April 2026. ## Changes in Senior Management Following the announcement at the end of the financial year regarding the planned departure of Simonas Orkinas from his role as Chief Operating Officer and as a member of the Board, the Nomination Committee has initiated its succession plan. The Committee wishes to formally express its sincere gratitude to Simonas Orkinas for his significant contribution to the Company over 18 years of service. In line with our long-term strategy of fostering internal talent, the Committee is pleased to report that Artūras Mizeras, our current Development Director, will be appointed as the new Chief Operating Officer upon Simonas' departure. Artūras will not join the Board at that time. Following a review process, the Committee has determined that Artūras Mizeras' extensive experience in driving strategic growth initiatives, together with his deep understanding of our business, make him the ideal candidate to ensure a seamless transition and steer the Company's operational strategy forward. A handover period will be implemented to guarantee continuity across all key business functions. ## Board composition and succession planning While there has been a strong degree of consistency in both Board membership and the Executive team, maintaining effective succession planning remains key to the Company's long-term success. Succession plans are kept under regular review throughout the year to support orderly transitions and ensure alignment with the Group's strategy. This process is gaining particular importance at Board level. The Committee notes that a majority of our Non-Executive Directors have now served for more than half of their recommended tenure and four out of six Non-Executive Directors will be reaching the end of their terms at the same time. As a result, proactive planning for Board refreshment has been a key priority during the year, ensuring we can identify and cultivate future Directors who will bring the necessary skills and diverse perspectives to guide the Company's strategy in the years to come. Ed Williams, who has served as Chair of the Remuneration Committee since the Company's IPO in 2021, will step down from his role as Committee Chair with effect from the signing of this Annual Report and will remain a member of the Committee. Rūta Armonė, an existing member of both the Board and the Remuneration Committee, will succeed Ed as Chair of the Committee. The Committee believes this transition supports orderly succession planning while maintaining continuity of experience, knowledge and oversight. The Board would like to thank Ed for his leadership and significant contribution as Chair of the Remuneration Committee, and is pleased that the Committee will continue to benefit from his experience as a member. ## Appointments to the Board There were no new appointments during the year ended 30 April 2026. ## Policy on appointments to the Board All appointments to the Board are made on merit, against objective criteria and with due regard to the benefits of diversity on the Board. The Committee takes account of various factors before recommending any new appointments to the Board, including relevant skills, experience, knowledge and diversity. ## Diversity and inclusion The Committee strives to embed inclusion in everything that it does, and succession planning and the appointment process are key in promoting diversity in a way that is consistent with the Company's long-term strategy. ![img-58.jpeg](img-58.jpeg) The Board annually reviews its Board Diversity Policy to ensure that: i) the Board composition is sufficiently diverse; ii) appointments and succession plans are based on merit and objective criteria and, within this context, promote diversity of gender, social and ethnic backgrounds, nationalities, cognitive and personal strengths; iii) the Board supports workforce initiatives that promote a culture of diversity and inclusion; iv) the Board supports the Committee in identifying women and other underrepresented groups for promotion into Senior Management roles; and v) the Board supports the board diversity targets recommended by the FTSE Women Leaders Review on gender diversity. The Committee considered the diversity targets set out in UKLR 6.6.6.R(9) and the Company's progress: - Our female representation on the Board is 44.4%, including the Audit Committee Chair, the CFO and two Non-Executive Directors. The technology sector is traditionally one which has difficulty attracting female representation, and we are pleased to have been ranked number seven within FTSE 250 and number two within the Technology sector by the 2026 FTSE Women Leaders Review. - Given that the population of the Baltic States, in which the Group operates, is predominantly composed of white ethnic groups, the target to have at least one individual from a minority ethnic background on its Board is more challenging for the Company. We believe that the ethnic diversity of the Board and employees should reflect the general population in which the Company operates and that our commitment to diversity can be better evidenced by other diversity metrics such as gender and nationality. For more on our compliance with this, please see the Governance Report on page 71 and specifically, the table prescribed by UKLR 6.6.6.R(10). The Committee continues to monitor diversity as is relevant for the Baltic region and takes into account its diversity targets when considering Board appointments and hiring or promoting to leadership positions. - Biographies for each Director are available on pages 44 and 45. - Details of the key skills and experience that the Board has identified as valuable to the effective oversight of the Group and execution of its strategy, can be found on page 44. - For Board training and development, see the Governance Report on page 55. GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 57 --- Nomination Committee Report continued ## Board and Committee performance review In line with the requirements of the UK Corporate Governance Code 2024 (the “Code”), the Company undertakes Board reviews on an annual basis to increase Board effectiveness and to identify areas for improvement. The Company engaged Lintstock Ltd in the year ended 30 April 2026 to conduct an external review of the performance of the Board and its Committees. Lintstock is an advisory firm that specialises in board reviews and has no other connection with the Company or individual Directors. | **Scoping and Tailoring** Autumn / Winter 2025 | The scope and objectives of the review were agreed following several briefing meetings with Lintstock. Lintstock collaborated with the Chair and the Company Secretary to design a bespoke line of enquiry tailored to the business needs of Baltic Classifieds Group. As well as covering core aspects of governance such as information, composition and dynamics, the review considered people, strategy and risk areas relevant to the performance of Baltic Classifieds Group. The Review had a particular focus on the following areas: - Board composition and succession planning - Boardroom discussions and culture - Strategic focus and priorities | | --- | --- | | **Completion of Surveys** January 2026 | Surveys were distributed to Board members to assess the performance of the Board, its Committees, and the Chair. Each Director also completed a self-assessment questionnaire addressing their own performance. | | **Interviews** January 2026 | In-depth interviews with Board members were conducted by two Lintstock representatives. The findings from the survey stage enabled Lintstock to focus discussions on the priorities for each interviewee. | | **Analysis and Delivery of Reports** February 2026 | Lintstock analysed the survey and interview results and delivered focused reports documenting the findings, including a number of recommendations to increase effectiveness | | **Board Discussion** March 2026 | Lintstock’s findings were shared with the Chair and then discussed at the March Board and Committee meetings. Actions were agreed for implementation and monitoring. | 58 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Nomination Committee Report continued ## Key findings The Company's Board was found to be performing strongly, with highly engaged Directors, a well-balanced composition, and clear alignment around the Company's key priorities. Directors demonstrated a clear commitment to governance, with the Board exercising effective oversight of key risks at both Board and Committee level. The relationship with management is an area of strength, and the Board is highly supportive of the strategic direction taken by the CEO. The review identified a number of priorities for the Board, including: - Proactively managing Board succession and identifying the skills and attributes to prioritise in future appointments - Focusing on the long-term drivers of growth, drawing on external insights to assess emerging opportunities and trends - Continuing to refine meeting management and Board papers The progress against these priorities will be reported in the following year. Lintstock also found the Board Committees to be performing well, and provided a number of recommendations to further enhance their effectiveness. The review included a comparison of the Board's performance against the Lintstock Index, drawn from over 1,000 board reviews conducted by Lintstock. This provided a balanced view of the Board's strengths and priorities, placing its performance into context. ## Progress made against action points identified during prior year internal Board effectiveness review | Responsibility | Key Action | Update | | --- | --- | --- | | **Chair and Company Secretary** | Organise externally facilitated Board training on capital allocation and ESG topics | In March 2025, the Board received an ESG regulations overview session led by KPMG ESG specialist and continued to be updated throughout the year by the Company's ESG specialist. In July 2025, the Board held a series of capital allocation sessions, including engagement with the Company's investors and broker, to broaden the Board's perspective and support informed decision-making. | | **Chair and Company Secretary** | Offer externally facilitated Non-Executive Director training as part of new Director induction process | New Director induction process updated accordingly but there were no new appointments during the year ended 30 April 2026 and therefore, has not yet been applied in practice. | ## Election and re-election of Directors In accordance with the Code, all Directors except for Simonas Orkinas who is stepping down from the Board will offer themselves for re-election by shareholders at the AGM. Both the Committee and the Board are satisfied that all remaining Directors continue to be effective in, and demonstrate commitment to, their respective roles on the Board and that each makes a valuable contribution to the leadership of the Company. The Board therefore recommends that shareholders vote in favour of the resolutions to be proposed at the 2026 AGM relating to the re-election of Directors. I will be available at the AGM to answer any questions about the work of the Nomination Committee. The Nomination Committee Report is approved by the Board and signed on its behalf by: **Trevor Mather** Chair of the Nomination Committee 1 July 2026 GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 59 --- # Audit Committee Report ![img-59.jpeg](img-59.jpeg) ” In preparation for the requirements of Provision 29 of the Code, the Committee continued their work on the approach for the ongoing monitoring and review of the Group’s material controls. Kristel Volver Chair of the Audit Committee Audit Committee membership Kristel Volver (Chair) - 2 June 2021 Ed Williams - 2 June 2021 Jurgita Kirvaitienė - 17 May 2022 Rūta Armonė - 11 June 2024 Tom Hall - 23 January 2025 Both Kristel Volver and Jurgita Kirvaitienė fulfil the requirement for a Committee member to have recent and relevant financial experience. The biographies of each Committee member are set out on pages 44 and 45, with specific skills referenced on page 44. Auditors The Group’s external auditor is KPMG Deloitte is providing internal audit services Ⓜ Committee meeting attendance can be found on page 54. Ⓜ Committee Terms of Reference can be found on our corporate website at: balticclassifieds.com/corporate-governance. ## Key responsibilities Financial reporting: - monitor the integrity of the Group’s financial reporting and the significant judgements contained within; and - advise the Board on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable. Internal control and risk management: - review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems. Internal audit: - oversee the Company’s internal audit activities; and - monitor and review the effectiveness of the internal audit function. External audit: - conduct the tender process and make recommendations to the Board about the appointment, re-appointment and removal of the external auditor; - approve fees and terms of engagement of the external auditor; - review and monitor the external auditor’s independence and objectivity; - review the effectiveness of the external audit process; and - develop and implement policy on the engagement of the external auditor to supply non-audit services. ## Main activities during the year During the financial year ended 30 April 2026, the Committee met six times and its key activities were: - review the half year and annual financial statements and reports, the financial reporting judgements and estimates, and the use of Alternative Performance Measures; - assess the Group’s going concern and viability statements; - review and recommendation of the Committee’s Terms of Reference for approval by the Board; - review and approve an updated Whistleblowing Policy; - review the results of the external Committee’s performance evaluation; - review the effectiveness of the external audit process and the internal audit function; - review the effectiveness of the Group’s risk management and internal controls systems; - continue work on the approach for the ongoing monitoring and review of the Group’s material controls in line with the requirements of Provision 29 of the UK Corporate Governance Code (the “Code”); - receive reports from internal auditors on internal audit results and updates from management on implementation of internal audit recommendations; - approve the internal audit strategy and review internal audit charter; and - approve the internal audit budget and plan for the coming year. ## Planning for financial year ahead - continue to monitor financial reporting; - finalise and implement the Group’s material control monitoring framework in line with Provision 29 requirements; and - continue to review internal audit reports. 60 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Audit Committee Report continued ## Dear Shareholders I am pleased to present the Audit Committee's Report for the year ended 30 April 2026. This report provides a summary of the Committee's role and activities during the year, and sets out the work the Committee has performed in respect of this Annual Report and Accounts. During the financial year ended 30 April 2026, there were six Audit Committee meetings. All meetings were attended by all Committee members. Other members of the Board attended the meetings by invitation. The Group's external auditor, KPMG, attended all of the Audit Committee meetings held during the financial year. The external auditor has direct access to me, as the Audit Committee Chair, to raise any concerns outside of formal Committee meetings. The Committee also periodically sets time aside to seek the views of the external auditor, without the presence of management. During the year, the Committee also participated in an externally facilitated performance evaluation as part of the Board evaluation process (see Nomination Committee report on page 58 for further detail). The review concluded that the Committee continued to operate effectively and discharged its responsibilities appropriately. During the year, the Committee continued to focus on the integrity of the Group's financial reporting, key accounting judgements and the robustness of the Group's risk management and internal control systems. In preparation for the requirements of Provision 29 of the Code, the Committee continued its work on the approach for the ongoing monitoring and review of the Group's material controls. The Committee intends to finalise and implement this monitoring framework in the first half of 2027. In the year ahead, the Committee's work will include overseeing the initial implementation of this framework to ensure that the Group's internal control processes continue to operate effectively, remain appropriate and provide a sound basis for the Board's future reporting on the matter. The Committee has reviewed the content in this Annual Report and Accounts and considers that it explains the Group's strategy, financial performance and position in a way which we believe to be fair, balanced and understandable. Whilst this Audit Committee Report contains some of the matters addressed during the year, it should be read in conjunction with the external auditor's report on pages 75 to 80 and the financial statements in general. At the 2026 AGM, shareholders will vote on the Board's recommendation to re-appoint KPMG as the Group's external auditor. I will be available at the 2026 AGM to answer any questions. **Kristel Volver** Chair of the Audit Committee 1 July 2026 ## Financial reporting The Committee is responsible for reviewing the appropriateness of the Group's half-year report and annual financial statements. In the preparation of the Group's financial statements for 2026, the Committee assessed the accounting principles and policies adopted, Alternative Performance Measures used and whether management had made appropriate estimates and judgements. In doing so, the Committee discussed management reports and enquired into judgements made. The Committee reviewed the reports prepared by the external auditor on the 2026 Annual Report and Accounts. The Committee, together with management, identified the following areas of focus: | Area | Audit Committee action | | --- | --- | | **Revenue recognition** | | | As more fully described in note 3 to the financial statements, the Group's revenue is principally derived from listing fees on the Group's platforms and income from advertising and financial intermediation services. There are a number of different duration service packages available for customers. In line with IFRS 15, the Group recognises this revenue over time, based on service usage. | Revenue is an area of focus given its high value in the financial statements, however, there is no critical estimation or judgement involved. The Group's revenue is accounted over time, based on service usage. The Committee reviewed the rationale and the process implemented to account for the revenue, based on usage and disclosure around revenue recognition made by management. The Committee was satisfied with the explanations provided and conclusions reached in relation to revenue recognition. | | **Recoverability of parent Company's investment in subsidiaries** | | | The carrying amount of the parent Company's investment in its subsidiaries represents a significant majority of the Company's total assets. The investment is not considered at risk of material misstatement or subject to significant judgement, however, it is considered significant due to its size in relation to the Company balance sheet. | The Committee reviewed the assumptions made by management, including the strong track record of profitable growth and cash generation, and was satisfied with the assumptions made. | | **Financial reporting and compliance with regulatory requirements** | | | The Group is subject to a range of financial reporting and governance requirements, including UK-adopted international accounting standards, UK company law and the Code. This area is considered significant due to the importance of ensuring that the Group's disclosures remain clear, balanced and compliant with evolving regulatory and governance requirements, including the future reporting obligations arising from Provision 29 of the Code. | The Committee reviewed the appropriateness and clarity of the Group's financial reporting disclosures and monitored compliance with applicable accounting, legal and governance requirements. During the year, the Committee also considered management's proposed approach to meeting the future reporting requirements of Provision 29 of the Code. The Committee discussed the proposed approach with management, provided feedback on the framework and implementation plan, and was satisfied with the progress made during the year. | | **Carrying amount of goodwill** | | | The Group has a significant balance of goodwill that arose during acquisitions. It is not considered at risk of material misstatement or subject to significant judgement, however, it is considered significant due to its size in relation to the Group balance sheet. | An impairment review is performed of goodwill balances by management on a "value in use" basis. This requires judgement in estimating the future cash flows and the time period over which they occur, arriving at an appropriate discount rate to apply to the cash flows, as well as an appropriate long-term growth rate. Each of these judgements has an impact on the overall value of cash flows expected and therefore, the headroom between the cash flows and carrying values of the cash generating units. The Committee has reviewed the assumptions made and judgements applied by management and, after due discussion, was content with the outcome of the impairment review. | GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 61 --- Audit Committee Report continued ## Fair, balanced and understandable At the request of the Board, the Committee has reviewed the content of the Annual Report and Accounts and considered whether, taken as a whole, it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy. The Committee was provided with a draft of the Annual Report and Accounts and the opportunity to comment where further clarity or information should be added. The final draft was then recommended for approval by the Board. When forming its opinion, the Committee had regard to discussions held with management and reports received from the external auditor. In particular, the Committee considered: | Is the report fair? | - Is the whole story presented and has any sensitive material been omitted that should have been included? - Are key messages in the narrative aligned with the KPIs and are they reflected in the financial reporting? | | --- | --- | | Is the report balanced? | - Do you get the same messages when reading the front end and back end of the Annual Report and Accounts independently? - Are threats identified and appropriately highlighted? - Are the Alternative Performance Measures explained clearly with appropriate prominence? - Are the key judgements referred to in the narrative reporting and significant issues reported in this Committee Report consistent with disclosures of key estimation uncertainties and critical judgements set out in the financial statements? - How do these judgements compare with the risks that KPMG are planning to include in their Auditor's Report? | | Is the report understandable? | - Is there a clear and cohesive framework for the Annual Report and Accounts? - Are the important messages highlighted appropriately throughout? - Is the Annual Report and Accounts written in easy-to-understand language and are the key messages clearly drawn out? - Is it free of unnecessary clutter? | | Conclusion | Following its review, the Committee is of the opinion that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy. | ## Internal controls The Committee's responsibilities include assisting the Board in its oversight of the Company's system of internal controls. This includes: - review annually the effectiveness of the Group's risk management and internal control framework; - review reports from the external auditors on any issues identified in the course of their work, including any internal control reports received on control weaknesses and ensure that there are appropriate responses from management; and - review reports from the Group's outsourced internal audit function and ensure recommendations are implemented where appropriate. During 2026, the Audit Committee reviewed the effectiveness of the Group's risk management and internal control systems, including financial, operational and compliance controls and procedures, as well as the reports received from the external and internal auditors with audit findings and recommendations, including management's action plans. No significant failings or weaknesses were identified during this review. In addition to these established activities, and in preparation for future reporting obligations, the Committee dedicated time to the requirements of Provision 29 of the Code. This involved continuing the work commenced in the April 2025 Audit Committee meeting where the management presented their initial proposal regarding the framework for identifying the Group's material controls and the methodology for assessing their effectiveness. The Committee continued discussions regarding the matter in March and April 2026 meetings and, after providing their feedback to management, agreed to finalise and implement this monitoring framework in the first half of 2027. ## Internal audit Deloitte provides an outsourced internal audit function to the Group. They are accountable to the Audit Committee and use a risk-based approach to provide independent assurance over the adequacy and effectiveness of the control environment. During the year ended 30 April 2026, the internal audit work concentrated on the areas of third-party management, IT security, regulatory compliance topics and disaster recovery. The Committee reviewed the findings arising from these reviews and was satisfied that management had appropriately assessed and prioritised the matters identified. The Committee also reviewed management's remediation plans and progress against agreed actions and was satisfied that appropriate measures are being implemented to strengthen the control environment. For those findings where alternative mitigating actions have been selected, the Committee reviewed management's rationale and was satisfied that the associated risks are being appropriately managed. The Committee reviewed an internal audit plan for 2027, which will continue to cover a range of core financial and operational processes and controls, focusing on specific risk areas. The Committee reviews Deloitte's performance as internal auditor annually, with the last review having taken place in April 2026, which identified opportunities for improvement in the area of the independent external performance review every five years. ## External auditor One of the Committee's roles is to oversee the relationship with the external auditor, KPMG, and to evaluate the effectiveness of the service provided and their ongoing independence. The Committee received and discussed KPMG's audit report of the financial statements for the financial year ended 30 April 2026. The Committee Chair met with representatives from KPMG without management present and also with management without representatives of KPMG present, to ensure that there were no issues in the relationship between management and the external auditor to be addressed. There were none. The Committee places great importance on ensuring that the external audit is both high-quality and effective. The effectiveness of the external audit process is dependent on several factors, including: the quality, continuity, experience and training of audit personnel; understanding of the business model, strategy and risks; technical knowledge and degree of rigour applied in the review processes of the work undertaken; communication of key accounting and audit judgements; together with appropriate audit risk identification at the start of the audit cycle. Performance of the external auditor is evaluated by the Committee on an 62 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Directors' Remuneration Report continued ## PSP awards during the year (audited) Nominal cost share options granted in the year under the PSP scheme are shown below. | PSP awards | Date of grant | Number of shares granted | Share price used^{1} (€) | Face value of award^{2} (€ thousands) | Multiple of salary | % award vesting at threshold (% of maximum) | Performance period^{3} | | --- | --- | --- | --- | --- | --- | --- | --- | | Justinas Šimkus, CEO | 9 July 2025 | 169,646 | 4.13 | 700 | 137% | 25% | 1 May 2027 - 30 April 2028 | | | 3 November 2025 | 149,097 | 3.69 | 550 | 107% | 25% | 1 May 2027 - 30 April 2028 | | Lina Mačienė, CFO | 9 July 2025 | 72,706 | 4.13 | 300 | 98% | 25% | 1 May 2027 - 30 April 2028 | | | 3 November 2025 | 81,326 | 3.69 | 300 | 98% | 25% | 1 May 2027 - 30 April 2028 | | Simonas Orkinas, COO | 9 July 2025 | 121,176 | 4.13 | 500 | 122% | 25% | 1 May 2027 - 30 April 2028 | | | 3 November 2025 | 108,434 | 3.69 | 400 | 98% | 25% | 1 May 2027 - 30 April 2028 | ## Share options under PSP held by the Executive Directors and not exercised as at 30 April 2026 (audited) | | Date granted | PSP awards held as at 30 April 2025 | Granted in the year | Vested in the year | PSP awards held as at 30 April 2026 | Vesting date | Expiry date | | --- | --- | --- | --- | --- | --- | --- | --- | | **Justinas Šimkus, CEO** | | | | | | | | | PSP 2022 | 12 July 2022 | 427,557 | - | (427,557) | - | 12 July 2025 | 12 July 2032 | | PSP 2023 | 5 July 2023 | 370,520 | - | - | 370,520 | 5 July 2026 | 5 July 2033 | | PSP 2024 | 8 July 2024 | 252,674 | - | - | 252,674 | 8 July 2027 | 8 July 2034 | | PSP 2025 I | 9 July 2025 | - | 169,646 | - | 169,646 | 9 July 2028 | 9 July 2035 | | PSP 2025 II | 3 November 2025 | - | 149,097 | - | 149,097 | 3 November 2028 | 3 November 2035 | | **Total:** | | **1,050,751** | **318,743** | **(427,557)** | **941,937** | | | | **Lina Mačienė, CFO** | | | | | | | | | PSP 2022 | 12 July 2022 | 183,239 | - | (183,239) | - | 12 July 2025 | 12 July 2032 | | PSP 2023 | 5 July 2023 | 158,794 | - | - | 158,794 | 5 July 2026 | 5 July 2033 | | PSP 2024 | 8 July 2024 | 108,289 | - | - | 108,289 | 8 July 2027 | 8 July 2034 | | PSP 2025 I | 9 July 2025 | - | 72,706 | - | 72,706 | 9 July 2028 | 9 July 2035 | | PSP 2025 II | 3 November 2025 | - | 81,326 | - | 81,326 | 3 November 2028 | 3 November 2035 | | **Total:** | | **450,322** | **154,032** | **(183,239)** | **421,115** | | | | **Simonas Orkinas, COO^{4}** | | | | | | | | | PSP 2022 | 12 July 2022 | 305,398 | - | (305,398) | - | 12 July 2025 | 12 July 2032 | | PSP 2023 | 5 July 2023 | 264,657 | - | - | 264,657 | 5 July 2026 | 5 July 2033 | | PSP 2024 | 8 July 2024 | 180,481 | - | - | 180,481 | 8 July 2027 | 8 July 2034 | | PSP 2025 I | 9 July 2025 | - | 121,176 | - | 121,176 | 9 July 2028 | 9 July 2035 | | PSP 2025 II | 3 November 2025 | - | 108,434 | - | 108,434 | 3 November 2028 | 3 November 2035 | | **Total:** | | **750,536** | **229,610** | **(305,398)** | **674,748** | | | All the above PSP awards have exercise price of £0.01 and are subject to a three-year service condition and a performance condition that is based on EPS measure: - PSP 2022: performance target period 1 May 2024 - 30 April 2025 with a target of 7.5 euro cent per share for 25% of the award and then in a straight line to 8.5 euro cent per share for 100% vesting; and - PSP 2023: performance target period 1 May 2025 - 30 April 2026 with a target of 9.5 euro cent per share for 25% of the award and then in a straight line to 12.0 euro cent per share for 100% vesting. - PSP 2024: performance target period 1 May 2026 - 30 April 2027 with a target of 12.5 euro cent per share for 25% of the award and then in a straight line to 15.5 euro cent per share for 100% vesting. - PSP 2025 I and PSP 2025 II: performance target period 1 May 2027 - 30 April 2028 with a target of 14.0 euro cent per share for 25% of the award and then in a straight line to 17.5 euro cent per share for 100% vesting. ## Dilution of share capital by employee share plans All existing PSP awards can be satisfied from shares held in the Baltic Classifieds Group PLC's Employee Benefit Trust ("EBT"). It is intended that the 2026 PSP awards will also be settled from shares planned to be purchased into the EBT without any requirement to issue further shares. $^{1}$ A 3-month average share price of £ 3.51 / € 4.13 was used for July awards and £ 3.20 / € 3.69 for November awards. $^{2}$ Awards are determined based on a fixed monetary value. $^{3}$ PSP awards will normally be eligible to vest three years from grant (9 July 2028 and 3 November 2028) based on performance in the year ending 30 April 2028 and continued employment. Performance targets starting at EPS for 2028 of 14.0 euro cent per share for 25% of the award and then in a straight line to 17.5 euro cent per share for 100% vesting. $^{4}$ Following announcement of Simonas Orkinas' intention to retire as Chief Operating Officer and not stand for re-election at the 2026 AGM, the Committee resolved that PSP 2023 awards vesting during his remaining employment period will be paid as per the terms of those awards, whilst PSP 2024, PSP 2025 I and PSP 2025 II awards will lapse. 68 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Directors' Remuneration Report continued ## Share interests (audited) Executive Directors are required to maintain a certain minimum level of shareholding in the Company: €2,000 thousand for the CEO and €1,000 thousand for other Executive Directors. In relation to existing Executive Directors, the minimum value of shareholding acts as a restriction on selling shares to the extent that doing so would cause the shareholding to fall below the minimum shareholding guideline. All existing Executive Directors meet their shareholding guideline. In the event of the appointment of a new Executive Director with no shares or fewer shares than the minimum shareholding guideline applied to them, they will be expected to retain at least half of any award of shares made to them by the Company that vest until the guideline is met. Non-Executive Directors do not have shareholding guidelines. Awards held under the PSP are subject to a holding period of two years after vesting. The following table sets out the number of shares held or potentially held by Directors (including their connected persons where relevant) as at 30 April 2026. | | | Beneficially owned shares^{1} | Number of awards held under the PSP conditional on performance | Number of vested but unexercised nominal cost options | Target shareholding guideline (€ thousands) | Shareholding value (€ thousands)^{2} | | --- | --- | --- | --- | --- | --- | --- | | Executive Directors | Justinas Šimkus | 12,792,168 | 941,937 | - | 2,000 | 28,787 | | | Lina Mačienė | 1,579,629 | 421,115 | - | 1,000 | 3,555 | | | Simonas Orkinas | 2,065,834 | 674,748 | - | 1,000 | 4,649 | | Non-Executive Directors | Trevor Mather | 3,448,300 | - | - | - | 7,760 | | | Ed Williams | 3,355,354 | - | - | - | 7,551 | | | Kristel Volver | 515,151 | - | - | - | 1,159 | | | Tom Hall | 500,000 | - | - | - | 1,125 | | | Jurgita Kirvaitienė | - | - | - | - | - | | | Rūta Armonė | - | - | - | - | - | ![img-60.jpeg](img-60.jpeg) ## TSR performance The graph on the left shows the TSR performance of the Company for the financial year ended on 30 April 2026, against the FTSE All-Share index. This peer group was selected as it represents a broad equity market index, of which the Company is a constituent. The TSR graph shows the growth in the value of a hypothetical holding of £100 invested on 30 June 2021 and will be updated yearly with the intention to build up to a ten-year rolling period in future annual reports. ## CEO remuneration The table on the right summarises the CEO single figure and the proportion of PSP awards vesting in that year as a percentage of the maximum opportunity. Like the TSR chart, this table will be updated annually to build up to a ten-year rolling period. ## Percentage change in the remuneration The table on the right sets out the annual changes from the prior year in the remuneration of all the Directors of the Company compared with the average of all employees for the years 2023 through to 2026. | CEO single figure | 2026 | 2025^{4} | 2024 | 2023 | 2022^{5} | | --- | --- | --- | --- | --- | --- | | CEO total remuneration (€ thousands) | 1,056 | 2,228 | 1,527 | 301 | 220 | | PSP vesting (% of maximum)^{3} | 64% | 100% | 100% | - | - | | | | Change in salary and fees (%)^{9} | | | | | --- | --- | --- | --- | --- | --- | | | | 2026 | 2025 | 2024 | 2023^{10} | | Executive Directors | Justinas Šimkus | 19% | 18% | 20% | 37% | | | Lina Mačienė | 19% | 19% | 19% | 19% | | | Simonas Orkinas | 20% | 17% | 20% | 32% | | Non-Executive Directors | Trevor Mather | 11% | 9% | 10% | 34% | | | Ed Williams | 11% | 9% | 10% | 34% | | | Kristel Volver | 11% | 9% | 10% | 34% | | | Tom Hall^{6} | 41% | n/a | n/a | n/a | | | Jurgita Kirvaitienė^{7} | 11% | 9% | 15% | n/a | | | Rūta Armonė^{8} | 25% | n/a | n/a | n/a | | | Average employee | 8% | 9% | 10% | 12% | $^{1}$ Includes shares owned by connected persons. Only beneficially owned shares count towards the shareholding guideline. There have been no changes in share ownership between 30 April 2026 and 26 June 2026. $^{2}$ Based on the share price at close of business on 30 April 2026 of £1.94 / €2.25, multiplied by the number of beneficially owned shares. $^{3}$ The first PSP award vested in July 2024. No PSP awards were granted for vesting during 2023 and 2022 as the first award was granted in 2021 and was subject to a three-year vesting period. $^{4}$ The CEO total remuneration figure in relation to 2025 has been restated. The 2025 Annual Report figures were based on the estimated value of the PSP 2022 share option awards using a three-month average share price to 30 April 2025 of £3.26 / €3.83. These awards vested on 12 July 2025 and therefore figures have been updated to reflect the actual share price on the date of vesting of £3.62 / €4.18 (being the share price on 11 July 2025, the closest working day to vesting date). $^{5}$ 2022 was a transition year for the Group as it moved from being a private company to a publicly listed company. The 2022 remuneration figure includes lower remuneration in the first two months of 2022 prior to IPO. $^{6}$ On 18 July 2024, the Board resolved to invite Tom Hall to continue serving as a Non-Executive Director, despite the expiry of the Relationship Agreement with Apax. From that date, Tom began receiving fees for his directorship. $^{7}$ Jurgita Kirvaitienė started her directorship in 2023 (17 May 2022). $^{8}$ Rūta Armonė started her directorship in 2025 (11 June 2024). $^{9}$ Changes in remuneration of the three Executive Directors in years 2023 to 2026 include an unwinding element of a five-year salary discount as the Company transitioned from a previous private company to public company salary levels. 2026 was the fifth and final year of the salary transition route. $^{10}$ 2022 was a transition year for the Group as it moved from being a private company to a publicly listed company. The percentage changes set out above for 2023 are partly as a result of lower remuneration (nil in the case of Non-Executive Directors) in the first two months of 2022 prior to IPO. Change in remuneration based on annualised emoluments after IPO was 21% for Executive Directors and 10% for Non-Executive Directors. Baltic Classifieds Group PLC Annual Report and Accounts 2026 69 GOVERNANCE REPORT --- Directors' Remuneration Report continued ## Relative importance of spend on pay The following table shows the Group's actual spend on pay for all employees compared to distributions to shareholders. The average number of full time equivalent employees has also been included for context. Revenue and EBITDA have also been disclosed as these are two key measures of Group performance. | | 2026 (€ thousands) | 2025 (€ thousands) | Change % | | --- | --- | --- | --- | | Employee costs (refer to note 8 to the consolidated financial statements) | 12,348 | 12,158 | 2% | | Dividends paid to shareholders (refer to note 18 to the consolidated financial statements) | 18,668 | 15,880 | 18% | | Purchase of own shares for cancellation (refer to note 16 to the consolidated financial statements) | 82,934 | 13,553 | 512% | | Average number of full-time equivalent employees (refer to note 8 to the consolidated financial statements) | 157 | 148 | 6% | | Revenue (refer to Consolidated statement of profit or loss and other comprehensive income) | 88,485 | 82,811 | 7% | | EBITDA (refer to note 4 to the consolidated financial statements) | 68,626 | 64,382 | 7% | ## CEO pay ratio The Company has less than 250 employees in the UK and therefore is not required to disclose the CEO pay ratio. ## Pension entitlements The Company does not operate a pension scheme. ## Executive Directors' service contracts The details of each Executive Director' service contract are noted in the following table: | | Date of service contract | Notice period | | --- | --- | --- | | Justinas Šimkus | 3 June 2021 | 12 months | | Lina Mačienė | 3 June 2021 | 6 months | | Simonas Orkinas | 3 June 2021 | 6 months | ## Non-Executive Directors' terms of appointment The date of appointment and the length of service for each NED are shown in the following table: | | Date of appointment | Length of service as at 2026 AGM | | --- | --- | --- | | Trevor Mather | 26 April 2021 | 5 years | | Ed Williams | 2 June 2021 | 5 years | | Kristel Volver | 2 June 2021 | 5 years | | Tom Hall | 26 April 2021 | 5 years | | Jurgita Kirvaitienė | 17 May 2022 | 4 years | | Rūta Armonė | 11 June 2024 | 2 years | ## Malus and clawback provisions As detailed in the Remuneration Policy (page 67 of the Annual Report and Accounts 2025), malus and clawback may be applied to PSP awards in cases such as material misstatement, serious misconduct, material failure of risk management, serious reputational damage, serious corporate failure, error in the number of shares awarded, error in calculating performance or performance calculations based on misleading data and other circumstances of a similar nature at the discretion of the Non-Executive Directors. The discovery period is five years from the awards. These periods reflect the Company's risk profile and allow sufficient time for issues to surface. No malus or clawback was applied during 2026 or 2025. ## Payments for loss of office and/or payments to former Directors (audited) No payments for loss of office, nor payments to former Directors were made during 2026 or 2025. ## Remuneration arrangements for Simonas Orkinas Simonas will continue to receive his normal base salary until his leaving date, but will not receive further awards under the Company's Performance Share Plan. PSP 2023 awards vesting during his remaining employment period will be paid as per the terms of those awards, with all other outstanding awards lapsing. There will be no payments of salary or any additional compensation payable post-employment other than as might be required under Lithuanian employment law. ## Executive Directors' external appointments External appointments are listed under the Directors' biographies on pages 44 and 45. ## Voting outcomes at AGMs The table below shows full details of the voting outcomes for the Directors' Remuneration Report and the Remuneration Policy: | | 2025 AGM: Directors' Remuneration Report (advisory) | 2025 AGM: Remuneration Policy (binding) | | --- | --- | --- | | Votes for | 408,925,993 | 408,797,321 | | % Votes for | 97.31 | 97.28 | | Votes against | 11,322,897 | 11,451,569 | | % Votes against | 2.69 | 2.72 | | Votes withheld^{1} | 12,000 | 12,000 | The existing Remuneration Policy is unchanged from that appearing on pages 62 to 69 of our 2025 Annual Report. A shareholder vote on the Remuneration Policy is not required at the forthcoming AGM on 23 September 2026. On behalf of the Board **Ed Williams** *Chair of the Remuneration Committee* 1 July 2026 $^{1}$ A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast 'For' and 'Against' a resolution. 70 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Directors' Report The Directors of Baltic Classifieds Group PLC present their report, together with the audited accounts for the year ended 30 April 2026. The Directors' Report comprises the Corporate Governance Report on pages 43 to 70 and this Directors' Report on pages 71 to 74. ## Additional disclosures Other information relevant to this report is incorporated by reference, including information required in accordance with the Companies Act 2006 and associated regulations, UK Listing Rules ('UKLRs') and Disclosure Guidance and Transparency Rules ('DTRs'). For the purpose of DTR 4.1.8R, the 'management report' comprises the Strategic Report and the relevant sections of this Directors' Report. The Corporate Governance Statement required by DTR 7.2.1 is set out on pages 46 and 47. The Strategic Report and the Directors' Report, together with the sections of this Annual Report and Accounts incorporated by reference, have been prepared and presented in accordance with applicable English company law. The liabilities of the Directors in connection with those reports are subject to the limitations and restrictions provided by that law. The following sets out where information required to be included in this report under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, which is not presented in the Directors' Report itself, can be found: | Topic | Section of the report | Page | | --- | --- | --- | | Likely future developments | CEO Statement Moving our Strategy Forward | 6 14 | | Financial instruments and financial risk management | Notes to the consolidated financial statements | 89 | | Employees with disabilities | Sustainability Report: Diversity and inclusion | 29 | | Employee engagement | Strategic Report: Section 172(1) Statement Sustainability Report: Employee engagement and wellbeing Corporate Governance Report: Stakeholder engagement | 37 30 49 | | Engagement with suppliers, customers and other stakeholders | Strategic Report: Section 172(1) Statement | 37 | Information required to be disclosed in the Annual Report and Accounts by UKLR 6.6.1R and UKLR 6.6.6R where applicable, is contained in this document as set out in the table below: | Topic | Section of the report | Page | | --- | --- | --- | | *UKLR 6.6.1R* | | | | Significant related party agreements | Directors' Report | 72 | | Waiver of dividends | Directors' Report | 71 | | *UKLR 6.6.6R* | | | | Directors' interests in shares | Directors' Remuneration Report | 69 | | Significant shareholdings | Directors' Report | 71 | | Going concern and viability statements | Strategic Report | 42 | | Authority to purchase own shares | Directors' Report | 72 | | Corporate Governance Code compliance | Corporate Governance Report | 46 | | Director's service contracts | Directors' Remuneration Report | 70 | | TCFD disclosures | The Task Force on Climate-Related Financial Disclosure Report | 24 | | Board diversity targets | Corporate Governance Statement 2026 | 46 | ## Results and dividends The financial statements set out the results of the Group for the financial year ended 30 April 2026, and are shown on pages 81 to 116. The Company declared an interim dividend on 4 December 2025 of 1.3 euro cent per ordinary share which was paid on 23 January 2026. The Directors recommend a final dividend of 2.8 euro cent per ordinary share and a special dividend of 0.3 euro cent per ordinary share, bringing the total dividend per ordinary share for the year ended 30 April 2026 to 4.4 euro cent. Subject to approval at the 2026 AGM, the final dividend and special dividend, approximating €13,400 thousand in aggregate, will be paid on 16 October 2026 to shareholders on the register of members on 11 September 2026. The recommended final dividend reflects the Board's revised approach to dividend progression, under which the ordinary dividend is intended to increase broadly in line with growth in the Group's adjusted net income. The special dividend has been proposed as a one-off payment to ensure that the overall distribution in respect of the 2026 financial year remains consistent with the Company's previous capital allocation policy while the revised approach is introduced. Further information on the Board's capital allocation framework and dividend policy is set out in the Capital allocation section of Financial Review on page 19. The trustee of the Baltic Classifieds Group PLC Employee Benefit Trust (the 'EBT'), which holds shares in respect of employee share options, has agreed to waive the right to dividend payments on shares held within the EBT. ## Substantial interests in shares The following table shows the holdings in the Company's issued share capital which have been notified to the Company pursuant to the FCA's DTRs as at 30 April 2026. The information below was correct at the date of notification. It should be noted that these holdings may have changed since the Company was notified. | | Number of ordinary shares | Percentage of issued share capital | Type of holding | Date of notification of interest | | --- | --- | --- | --- | --- | | Blacksheep Master Fund Limited | 26,789,086 | 5.905900 | Direct | 17 April 2026 | | RDST Capital LLC | 15,087,070 | 3.140000 | Direct | 16 December 2025 | | BlackRock, Inc. | Below 5% | Below 5% | Indirect | 5 December 2025 | | FMR LLC | 23,970,441 | 4.966900 | Indirect | 14 November 2025 | | The Capital Group Companies Inc. | 23,198,701 | 4.807000 | Indirect | 12 November 2025 | | Vor Capital LLP | 24,077,494 | 4.970000 | Direct | 8 October 2024 | These figures represent the number of shares and percentage held as at the date of notification to the Company. The following notification has been received between 30 April 2026 and 26 June 2026. | | Number of ordinary shares | Percentage of issued share capital | Type of holding | Date of notification of interest | | --- | --- | --- | --- | --- | | RDST Capital LLC | 17,793,629 | 4.080000 | Direct | 12 June 2026 | GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 71 --- Directors' Report continued ## Directors Details of the Directors of the Company who were in office during the year under review are set out on pages 44 and 45. On 22 April 2026, the Company announced that Simonas Orkinas would retire as Chief Operating Officer and not stand for re-election at the 2026 AGM. Artūras Mizeras will succeed him as Chief Operating Officer. Artūras Mizeras is not proposed for appointment to the Board at this time. Data on the diversity of the individuals on the Board and Executive team as required by UKLR 6.6.6R (10) is set out below, as at a reference date of 30 April 2026. For the purposes of these disclosures, the Company considers senior management, as referred to in UKLR 6.6.6R, to comprise those individuals who make up the Company's Executive Management. For more details on Board diversity, please see Diversity and Inclusion on page 57. The data was obtained by asking the Board and Executive Management targeted questions relating to gender and ethnicity. | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number in Executive Management^{1} | Percentage of Executive Management | | --- | --- | --- | --- | --- | --- | | **Gender** | | | | | | | Men | 5 | 55.6 | 3 | 2 | 50 | | Women | 4 | 44.4 | 1 | 2 | 50 | | Not specified/prefer not to say | - | - | - | - | - | | **Ethnic background** | | | | | | | White British or other White (including minority-white groups) | 9 | 100 | 4 | 4 | 100 | | Mixed/Multiple Ethnic Groups | - | - | - | - | - | | Asian/Asian British | - | - | - | - | - | | Black/African/Caribbean/Black British | - | - | - | - | - | | Other ethnic group | - | - | - | - | - | | Not specified/prefer not to say | - | - | - | - | - | ## Powers of the Directors Subject to the Company's Articles of Association (the 'Articles'), the Companies Act 2006 and any special resolution of the Company, the business of the Company is managed by the Board, which may exercise all the powers of the Company. In particular, the Board may borrow money, give guarantees and indemnities, create security over the Company's undertakings, property and assets, and issue securities. ## Appointment and replacement of Directors The appointment and replacement of Directors is governed by the Articles, the Code, the Companies Act 2006 and related legislation. Directors may be appointed by ordinary resolution of the Shareholders, or by the Board. Appointment of a Director from outside the Group is on the recommendation of the Nomination Committee, whilst internal promotion is a matter decided by the Board unless it is considered appropriate for a recommendation to be requested by the Nomination Committee. A Director appointed by the Board, holds office only until the next Annual General Meeting of the Company and is then eligible for re-appointment. At every Annual General Meeting of the Company, each Director shall retire from office and may offer themselves for re-appointment by the members. The Company may, by special resolution, remove any Director before the expiration of their period of office. The office of a Director shall be vacated if: (i) they resign; (ii) their resignation is requested by all of the other Directors (not fewer than three in number); (iii) they have been suffering from mental or physical ill health and the Board resolves that their office be vacated; (iv) they are absent without the permission of the Board from meetings of the Board (whether or not an alternative Director appointed by them attends) for six consecutive months and the Board resolves their office is vacated; (v) they become bankrupt; (vi) they are prohibited by law from being a Director; (vii) they cease to be a Director by virtue of the Companies Act 2006; or (viii) they are removed from office pursuant to the Articles. ## Directors' indemnities and insurance The Company maintains appropriate Directors' and Officers' liability insurance cover in respect of any potential legal action brought against its Directors. The Company has also indemnified each Director to the extent permitted by law, against any liability incurred in relation to acts or omissions arising in the ordinary course of their duties. The indemnity arrangements are qualifying indemnity provisions under the Companies Act 2006 and were in force throughout the year. ## Significant related party agreements During the year under review, neither the Company nor its subsidiaries entered into any contract of significance with any related parties, other than those disclosed in note 22 to the financial statements. ## Share capital The Company's authorised and issued share capital as at 30 April 2026, comprised a single class of ordinary shares of £0.01 each which are listed on the London Stock Exchange. As at 30 April 2026, the Company had 447,563,090 ordinary shares in issue (net of shares pending cancellation) and 2,865,219 were held in the Employee Benefit Trust. As at 26 June 2026, being the last practicable date prior to publication of this report, the Company's issued share capital comprised 431,292,416 fully paid ordinary shares (net of shares pending cancellation) and 2,865,219 shares were held in EBT. The Company does not hold any shares in treasury. ## Purchase of own shares The Company was authorised by its Shareholders at the 2025 AGM, to purchase its own shares up to a maximum amount equivalent to approximately 10% of its issued share capital. It was later authorised at the 2026 General Meeting to purchase its own shares up to an additional amount equivalent to approximately 10% of its issued share capital. The purpose of the share buyback programme was to reduce the Company's share capital and return capital to Shareholders. During the financial year, the Company purchased 36,789,589 ordinary shares with a nominal value of £367,896, representing 7.6% of its issued share capital at the start of the year. The average price paid per share was £1.95 (£2.24) with the total consideration paid of £82,937 thousand, including £536 thousand of transaction costs. Of these shares, 34,117,185 shares with a nominal value of £341,172 were cancelled during the financial year and 2,672,404 shares were cancelled shortly after the year end. The Directors will seek to increase the authority to purchase own shares to up to 15% at the forthcoming AGM in order to have greater flexibility to undertake share buybacks where they are considered an effective means of enhancing shareholder value. Details of the ordinary share capital and shares purchased and cancelled during the year, can be found in note 16 to the financial statements. Details of shares bought into Employee Benefit Trust can be found in note 17 to the financial statements. ## Rights and restrictions attaching to shares The Company's shares when issued, are credited as fully paid and free from all liens, equities, charges, encumbrances and other interests. All shares have the same rights (including voting and dividend rights and rights on return of capital) and restrictions as set out in the Articles of Association. Except in relation to dividends that may have been declared and rights on liquidation of the Company, the Shareholders have no rights to share in the profits of the Company. $^{1}$ Executive Management is defined here as the three Executive Directors and the Company Secretary. 72 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Directors' Report continued The Company's shares are not redeemable. However, the Company may purchase or contract to purchase, any of the shares on or off market, subject to the Companies Act 2006 and the requirements of the UK Listing Rules. Subject to the Articles of Association, the Companies Act 2006 and other Shareholders' rights, shares in the Company may be issued with such rights and restrictions as the Shareholders may by ordinary resolution decide, or if there is no such resolution, as the Board may decide, provided it does not conflict with any resolution passed by the shareholders. These rights and restrictions will apply to the relevant shares as if they were set out in the Articles of Association. Subject to the Articles of Association, the Companies Act 2006 and other Shareholders' rights, unissued shares are at the disposal of the Board. ### Voting rights Shareholders will be entitled to vote at a general meeting whether on a show of hands or a poll, as provided in the Companies Act 2006. Where a proxy is given discretion as to how to vote on a show of hands, this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise the discretion. This is subject to any special rights or restrictions as to voting which are given to any shares or upon which any shares may be held at the relevant time and to the Articles of Association. The Articles currently provide that proxy forms must be submitted not less than 48 hours (excluding non-working days) before the relevant meeting or adjourned meeting, 24 hours before the time appointed for taking a poll if the poll is taken more than 48 hours after it was demanded, or 48 hours before the commencement of the meeting if the poll is taken immediately or within 48 hours of being demanded. If more than one joint holder votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed first on the register for the share. ### Shares in Employee Benefit Trust The EBT holds shares in respect of employee share options that have not been exercised or vested. The EBT abstains from voting in respect of these shares. The trustee has agreed to waive the right to dividend payments on shares held within the EBT. ### Restrictions on voting Unless the Directors decide otherwise, a shareholder cannot attend or vote at any general meeting of the Company or upon a poll or exercise any other right conferred by membership in relation to general meetings or polls if they have not paid all amounts relating to those shares which are due at the time of the meeting, or if they have been served with a restriction notice (as defined in the Articles of Association) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act 2006. The Company is not aware of any agreements between shareholders that may result in restrictions of voting rights. ### Restrictions on transfer of securities in the Company There are no specific restrictions on the transfer of securities in the Company, which is governed by its Articles of Association and prevailing legislation. The transferor of a share is deemed to remain the holder until the transferee's name is entered in the register. The Board can decline to register any transfer of any share that is not a fully paid share. The Company does not currently have any partially paid shares. The Board may also decline to register a transfer of a certified share unless the instrument of transfer (i) is duly stamped or certified or otherwise shown to be exempt from stamp duty and is accompanied by a relevant share certificate; (ii) is in respect of only one class of share; and (iii) if to joint transferees, is in favour of not more than four such transferees. Registration of a transfer of an uncertified share may be refused in the circumstances set out in the Uncertified Securities Regulations 2001. Certain restrictions are also imposed by laws and regulations (such as insider trading requirements relating to closed periods) and requirements of the Company's share dealing code whereby Directors and certain employees of the Company require approval to deal in the Company's securities. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities. ### Change of control The Group's term loan and credit facility arrangements contain change of control provisions. Under these provisions, the lenders are not obliged to fund further utilisations (other than rollover loans) and may, by notice being given to the Group, cancel the commitments and require repayment of outstanding loans together with accrued interest and other amounts payable under the agreement concerned. ### Compensation for loss of office There are no additional agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid, except that provisions of the Company's share option plans may allow options and awards granted to Directors and employees to vest on a takeover. ### Post-balance sheet events Details of post-balance sheet events are given in note 27 to the consolidated financial statements. ### Articles of Association The Company has not adopted any special rules regarding the amendment of the Articles of Association. Any amendments to the Articles may be made in accordance with the provisions of the Companies Act 2006, by way of a special resolution of the Company's shareholders at a general meeting. The existing Articles of Association were adopted on 29 June 2021. ### Company status and branches Baltic Classifieds Group PLC is the holding company of the Baltic Classifieds Group and has no branches. It is listed on the London Stock Exchange and is registered in England and Wales (company number 13357598). ### Statement of Engagement with Employees - Sch 7.11(1)(b) The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 The engagement method used by the Board for the purposes of Provision 5 of the Code is that the Executive Directors take direct responsibility for workforce-related issues and the CEO, CFO and COO provide updates at every Board meeting which includes relevant workforce updates. The Non-Executive Directors rotate to attend sessions with Group employees twice a year. This engagement method is effective due to the management structure of the Group. The Board is particularly hands-on, engaged and committed to ensuring that it understands the composition and views of employees. We have a dynamic and motivated team that enjoys working together. We believe this is the cornerstone of our strength and continued long-term success. It is vital to the Group's long-term success that we nurture an environment where people feel valued, motivated and able to develop. At the year end, the Group had 174 employees (on a headcount basis) and an experienced Senior Management team with an average tenure at the Group of 12 years. The Company is an equal opportunities employer and we are committed to creating a working environment for our employees that is free from discrimination, harassment and victimisation. This reflects our commitment to fostering a diverse workforce and an inclusive environment that supports all individuals irrespective of gender, age, race, disability, sexual orientation or religion. ☞ This statement should be read in conjunction with Stakeholder Engagement on page 49, the Non-Financial and Sustainability Information Statement on page 36 and Board principal decisions on page 52. ### Statement of Engagement with Other Business Relationships - Sch 7.11B(1) The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 The Directors have regard for the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year. This statement should be read in conjunction with our Section 172(1) Statement and Stakeholder Engagement on page 49, the Non-Financial and Sustainability Information Statement on page 36 and Board principal decisions on page 52. GOVERNANCE REPORT Baltic Classifieds Group PLC Annual Report and Accounts 2026 73 --- Directors' Report continued ## Political donations There were no political donations made during the financial year (€nil in previous financial year). ## Research and development activities The Company has dedicated in-house software design and development teams, with primary focus on IT and improvements to customer interfaces. The Group's approach to technology development continues to be such that the Group develops its core infrastructure through small-scale, maintenance-like incremental improvements. ## Greenhouse gas emissions In line with our commitment to transparent and best practice reporting, we have included a Sustainability Report on page 22. This includes our Task Force on Climate-Related Financial Disclosures ("TCFD") and our Streamlined Energy and Carbon Reporting ("SECR") disclosures on page 27, along with our annual Greenhouse Gas ("GHG") emissions footprint and an intensity ratio appropriate for our business, which fulfil the requirements of the Companies Act 2006 (Strategic and Directors' Report) Regulations 2013. ## 2026 Annual General Meeting Baltic Classifieds Group PLC's 2026 AGM will be held at Esperanza, Paunguriai, Trakai District, Vilnius County 21282, Lithuania on 23 September 2026 at 11.00 am local time. The Notice of the Meeting together with explanatory notes is contained in the circular to shareholders that accompanies the Annual Report and Accounts. The Company will, at the AGM, continue to seek authority to allot shares on the basis of the authorities sought in the 2025 AGM and General Meeting in May 2026. At the 2025 AGM held in September 2025 and the General Meeting held in May 2026, all resolutions were successfully passed with the requisite majority. In the event we receive 20% or more votes against a recommended resolution at a general meeting, we would announce the actions we intend to take to engage with our shareholders to understand the result in accordance with the Code. We would follow this announcement with a further update within six months of the meeting, with an overview of our shareholders' views on the resolutions and the remedial actions we have taken. ## Disclosure of information to the auditor KPMG LLP was re-appointed as the Group's auditor (pursuant to the passing of Resolution 14 at the 2025 AGM). In accordance with Section 418 of the Companies Act 2006, the Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware and that each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and ensure that the auditor is aware of such information. ## Statement of Directors' responsibilities in respect of the Annual Report and Accounts The Directors are responsible for preparing this Annual Report and Accounts and for the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with United Kingdom Accounting Standards and applicable law, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". The Group financial statements are also prepared in accordance with IFRS adopted pursuant to Regulation (EC) No. 1606/2002 as it applied in the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable, relevant, reliable and, in respect of the parent Company financial statements only, prudent; - for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards and IFRS adopted pursuant to Regulation (EC) No. 1606/2002 as it applied in the European Union; - for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements; - assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and - use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose, with reasonable accuracy at any time, the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In addition, the Directors have general responsibility for taking such steps as are reasonably open to them, to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK, governing the preparation and dissemination of financial statements, may differ from legislation in other jurisdictions. In accordance with DTR 4.1.15R - 4.1.18R, the financial statements will form part of the annual financial report prepared using electronic reporting format. The auditor's report on these financial statements does not provide assurance over the electronic reporting format. ## Directors' confirmations We confirm that to the best of our knowledge: - the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and - the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. The Directors' Report is approved by the Board and signed on its behalf by **Justinas Šimkus** Chief Executive Officer 1 July 2026 74 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Independent Auditor's Report to the Members of Baltic Classifieds Group PLC ## 1. Our opinion is unmodified We have audited the financial statements of Baltic Classifieds Group PLC ("the Company") for the year ended 30 April 2026 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated and Company Statements of Financial Position, Consolidated and Company Statements of Changes in Equity, Consolidated Statement of Cash Flows and the related notes, including the accounting policies in note 3 to the Group financial statements and note 1 to the parent Company financial statements. In our opinion: - the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2026 and of the Group's profit for the year then ended; - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Additional opinion in relation to IFRS as adopted by the EU As explained in note 2 to the Group financial statements, the Group, in addition to complying with its legal obligation to apply UK-adopted international accounting standards, has also applied IFRS Accounting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union ("IFRS as adopted by the EU"). In our opinion the Group financial statements have been properly prepared in accordance with IFRS as adopted by the EU. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were first appointed as auditor by the shareholders on 17 August 2021. The period of total uninterrupted engagement is for the five financial years ended 30 April 2026. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. Overview | Materiality: | €2.50m (2025: €1.94m) | | --- | --- | | Group financial statements as a whole | 4.3% (2025: 3.8%) of Group profit before tax | Key audit matters vs 2025 Recurring risks | Advertising and Listings Revenue | — | | --- | --- | | Recoverability of Parent Company's Investment in Subsidiaries | — | FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 75 --- Independent Auditor's Report to the Members of Baltic Classifieds Group PLC continued ## 2. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2025), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. ### The risk ### Our response #### Advertising and Listings Revenue (€84.2m; 2025: €78.4m) - ☞ Refer to page 61 Audit Committee Report, page 87 accounting policy and pages 94 to 95 note 6 of financial disclosures. #### Revenue Advertising and Listings revenue are the Group's key revenue streams and consist of fees for advertising and listings of products and services on the Group's portals. We have assessed there to not be a significant risk of misstatement in this area due to the low value and high volume of transactions, and there is no material judgement or significant estimation uncertainty in these revenue streams. However, as it is the main driver of the Group's results, and due to the size of this revenue this is the area that had the greatest effect on our overall Group audit in terms of allocating resources. Our component auditors performed the following tests rather than seeking to rely on the Group's controls, as this was the most efficient and effective way to obtain sufficient appropriate audit evidence. Our procedures included: - • **Expectation vs outcome:** developing an expectation of the current year revenue based on cash receipts in the period, and considering the appropriateness of reconciling items; - • **Test of detail:** inspecting a sample of credit notes raised post year end for the month of May to assess whether revenue recognised in the year was appropriate; - • **Test of detail:** performing cut-off testing for a sample of revenue transactions recognised in the month prior to and the month post year-end to determine whether revenue was recognised in the correct period in which the performance obligation was fulfilled; - • **Expectation vs outcome:** comparing the contract liabilities balance to our expectations, based upon our understanding of customer contracts, monthly invoicing and consideration of historical trends between revenue and contract liabilities; and - • **Analytic sampling:** obtaining all journals posted to revenue and analysing those entries with unusual attributes or those with corresponding postings to unexpected accounts. Agreeing any journals identified to relevant supporting documentation;. #### Our results We considered the Advertising and Listings revenue recognised in the year to be acceptable (2025: acceptable). #### Recoverability of Parent Company's Investment in Subsidiaries (€513.5m; 2025: €513.3m) - ☞ Refer to page 61 Audit Committee Report, page 112 accounting policy and page 113 note 4 of financial disclosures. #### Low risk, high value The parent Company holds a direct investment in BCG Holdco Limited, which in turns holds the Group's trading subsidiaries. The carrying amount of the parent Company's investment in its subsidiary represents 90.3% (2025: 86.6%) of the Company's total assets. Its recoverability is not at high risk of significant misstatement or subject to a significant judgement. However, due to its materiality in the context of the parent Company financial statements, this is considered to be the area that had the greatest effect on our overall parent Company audit. We performed the tests below rather than seeking to rely on any of the Company's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our procedures included: - • **Comparing valuations:** comparing the carrying amount of the investment to the market capitalisation of the Group to identify any indicators of impairment. #### Our results We found the Company's conclusion that there is no impairment of the investment held to be acceptable (2025: acceptable). 76 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Independent Auditor's Report to the Members of Baltic Classifieds Group PLC continued ### 3. Our application of materiality and an overview of the scope of our audit #### Our application of materiality Materiality for the Group financial statements as a whole was set at €2.50m (2025: €1.94m), determined with reference to a benchmark of Group profit before tax, of which it represents 4.3% (2025: 3.8%). Materiality for the parent Company financial statements as a whole was set at €2.40m (2025: €1.84m), determined with reference to a benchmark of parent Company total assets, limited to be less than materiality for Group materiality as a whole. It represents 0.42% (2025: 0.31%) of the stated benchmark. In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2025: 75%) of materiality for the financial statements as a whole which equates to €1.87m (2025: €1.45m) for the Group and €1.80m (2025: €1.38m) for the parent Company. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding €0.13m (2025: €0.10m), in addition to other identified misstatements that warranted reporting on qualitative grounds. #### Overview of the scope of our audit We performed risk assessment procedures to determine which of the Group's components are likely to include risks of material misstatement to the Group financial statements and which procedures to perform at these components to address those risks. In total, we identified 9 (2025:9) components, having considered our evaluation of the operational and legal structure of the Group and our ability to perform audit procedures centrally. Of those, we identified 2 (2025: 2) quantitatively significant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed audit procedures. We involved component auditors in performing the audit work on both components. The Group auditor performed the audit of the parent Company. We set the following component materialities, having regard to the mix of size and risk profile of the Group across the components: - Diginet LTU UAB: €2.0m (2025: €1.5m) - Allepal OU: €1.33m (2025: €1.14m) #### Group profit before tax €58.6m (2025: €51.1m) ![img-61.jpeg](img-61.jpeg) Our audit procedures covered 95% (2025: 95%) of Group revenue. We performed audit procedures in relation to components and consolidation adjustments that overall accounted for 98% (2025: 97%) of total profits that make up Group profit before tax, and 99% (2025: 99%) of total debits and credits that make up Group total assets. #### Impact of controls on our group audit The Group utilises a diverse range of IT systems across its business, from the portals whereby an initial sales transaction is posted, through to the ERP system at a component level and the consolidation tool. We obtained an understanding of the relevant IT systems for the purposes of the audit, including that of quantitatively significant components. We did not plan to rely on the Group's controls, including general IT controls, in our audit which we believed to be a more efficient and effective approach for gaining the appropriate audit evidence considering the size and nature of Group's operations. Therefore, we performed a predominantly substantive audit approach. #### Group auditor oversight As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and planning discussion meeting with component auditors to discuss Group audit risks relevant to the components, including the key audit matter in respect of Advertising and Listings Revenue. We issued audit instructions to component auditors on the scope of their work, including specifying the minimum procedures to perform in their audit of revenues. We visited both component auditors in Estonia and Lithuania. Video and telephone conference meetings were also held with these component auditors. At these visits and meetings, the results of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further work required by us was then performed by the component auditors. #### Group materiality €2.50m (2025: €1.94m) ##### €2.50m Whole financial statements materiality (2025: €1.94m) ##### €1.87m Whole financial statements performance materiality (2025: €1.45m) ##### €2.0m Range of materiality at 2 components (€1.33m and €2.0m) (2025: €1.14m and €1.5m) ##### €0.13m Misstatements reported to the audit committee (2025: €0.10m) We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed, with a particular focus on the Advertising and Listings Revenue key audit matter and the risk of management override of control. Our audit procedures covered the following percentage of Group revenue: ![img-62.jpeg](img-62.jpeg) We performed audit procedures in relation to components and consolidation adjustments that overall accounted for the following percentages of total profits that make up Group profit before tax, and of total debits and credits that make up Group total assets. #### Group total assets ![img-63.jpeg](img-63.jpeg) #### Group profit before tax ![img-64.jpeg](img-64.jpeg) FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 77 --- Independent Auditor's Report to the Members of Baltic Classifieds Group PLC continued #### 4. The impact of climate change on our audit We have considered the potential impacts of climate change on the financial statements as part of planning our audit. We performed a risk assessment of the impact of climate change risk and of the Group's processes in place to identify and assess risks relevant to the Group and its financial reporting. Taking into account the nature of the business operations and our risk assessment of the potential impact of climate change on recoverability of goodwill, we did not identify any risks that significantly impact the financial statements of the Group or our audit. We read the disclosure of climate related information in the front half of the annual report and considered consistency with the financial statements and our audit knowledge. #### 5. Going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group's and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period"). We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group's and Company's financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group's and Company's available financial resources and metrics relevant to debt covenants over this period were: - lower than forecast revenues arising from adverse changes to the competitive environment and continuing geopolitical tensions in neighbouring countries; and - major data breach caused by a cyber attack. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources and covenants indicated by the Group's financial forecasts. Our procedures also included a critical assessment of the assumptions in the Group's base case and downside scenarios, using our knowledge of the Group and the sector in which it operates. We also compared past budgets to actual results to assess the directors' track record of budgeting accurately. We considered whether the going concern disclosure in note 2 to the financial statements gives a full and accurate description of the directors' assessment of going concern, including the identified risks. Our conclusions based on this work: - we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate; - we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group's or Company's ability to continue as a going concern for the going concern period; - we have nothing material to add or draw attention to in relation to the directors' statement in note 2 to the Group financial statements and note 1 of the Company financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company's use of that basis for the going concern period, and we found the going concern disclosure in those notes to be acceptable; and - the related statement under the UK Listing Rules set out on page 86 is materially consistent with the financial statements and our audit knowledge. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. #### 6. Fraud and breaches of laws and regulations – ability to detect ##### *Identifying and responding to risks of material misstatement due to fraud* To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: - enquiring of directors, the audit committee, Group's legal counsel and inspection of policy documentation as to the Group's high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group's channel for "whistleblowing", as well as whether they have knowledge of any actual, suspected or alleged fraud; - reading Board and Audit Committee meeting minutes; - considering remuneration incentive schemes and performance targets for management including the EPS target for management remuneration; and - using analytical procedures to identify any unusual or unexpected relationships. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group auditor to component auditors of relevant fraud risks identified at the Group level and requesting component auditors performing procedures at the component level to report to the Group auditor any identified fraud risk factors or identified or suspected instances of fraud that could give rise to a material misstatement at the group level. As required by auditing standards and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls, in particular the risk that Group and component management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there is no material judgement or estimation uncertainty related to revenue recognition. In addition, due to the high volume, low value nature of transactions with revenue quickly converting to cash, there is limited opportunity for manual manipulation. We did not identify any additional fraud risks. We also performed procedures including: - identifying journal entries to test at the Group level and for selected components based upon risk criteria and comparing the identified entries to supporting documentation. These included unusual postings to cash and revenue, postings by senior finance individuals, postings with unusual descriptions and postings to seldom used accounts. ##### *Identifying and responding to risks of material misstatement related to compliance with laws and regulations* We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards) and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group auditor to component auditors of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level. The potential effect of these laws and regulations on the financial statements varies considerably. 78 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Independent Auditor's Report to the Members of Baltic Classifieds Group PLC continued Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: data protection laws, anti-bribery, employment law, competition legislation, consumer protection laws and certain aspects of company legislation recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. 7. We have nothing to report on the other information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic Report and Directors' Report Based solely on our work on the other information: - we have not identified material misstatements in the Strategic Report and the Directors' Report; - in our opinion the information given in those reports for the financial year is consistent with the financial statements; and - in our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors' Remuneration Report In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer-term viability We are required to perform procedures to identify whether there is a material inconsistency between the directors' disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: - the directors' confirmation within the principal risks and uncertainties disclosures on page 39 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; - the Emerging and Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and - the directors' explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We are also required to review the viability statement, set out on page 42 under the UK Listing Rules. Based on the above procedures, we have concluded that the viability statement is materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group's and Company's longer-term viability. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the directors' corporate governance disclosures and the financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: - the directors' statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy; - the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the audit committee considered in relation to the financial statements, and how these issues were addressed; and - the section of the Annual Report that describes the review of the effectiveness of the Group's risk management and internal control systems. We are required to review the part of the Corporate Governance Statement relating to the Group's compliance with the provisions of the UK Corporate Governance Code specified by the UK Listing Rules for our review. We have nothing to report in this respect. FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 79 --- Independent Auditor's Report to the Members of Baltic Classifieds Group PLC continued ## 8. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: - adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. ## 9. Respective responsibilities ### Directors' responsibilities As explained more fully in their statement set out on page 74, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. ### Auditor's responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an Auditor's Report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This Auditor's Report provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. ## 10. The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report, and the further matters we are required to state to them in accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. **James Childs-Clarke** **(Senior Statutory Auditor)** **for and on behalf of KPMG LLP,** **Statutory Auditor** Chartered Accountants Suite 6 New Kings Court Tollgate Chandler's Ford Eastleigh SO53 3LG 1 July 2026 80 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 April 2026 | | Note | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | --- | | Revenue | 6 | 88,485 | 82,811 | | Other income | | 34 | 6 | | Expenses | 7 | (28,152) | (29,323) | | **Operating profit** | | **60,367** | **53,494** | | Finance income | 9 | 154 | 265 | | Finance expenses | 9 | (1,922) | (2,659) | | **Net finance costs** | | **(1,768)** | **(2,394)** | | **Profit before tax** | | **58,599** | **51,100** | | Income tax expense | 10 | (7,656) | (6,344) | | **Profit for the year** | | **50,943** | **44,756** | | Other comprehensive income | | - | - | | **Total comprehensive income for the year** | | **50,943** | **44,756** | | **Attributable to:** | | | | | Owners of the Company | | 50,943 | 44,756 | | **Earnings per share (euro cent)** | | | | | Basic | 11 | 10.8 | 9.3 | | Diluted | 11 | 10.7 | 9.3 | FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 81 --- # Consolidated Statement of Financial Position At 30 April 2026 | | Note | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | --- | | **Assets** | | | | | Property, plant and equipment | | 746 | 550 | | Intangible assets and goodwill | 12 | 352,484 | 360,049 | | Right-of-use assets | 13 | 1,723 | 868 | | **Non-current assets** | | **354,953** | **361,467** | | Trade and other receivables | 14 | 5,155 | 4,740 | | Cash and cash equivalents | 15 | 30,764 | 23,606 | | **Current assets** | | **35,919** | **28,346** | | **Total Assets** | | **390,872** | **389,813** | | **Equity** | | | | | Share capital | 16 | 5,213 | 5,636 | | Own shares held | 17 | (7,639) | (6,560) | | Capital reorganisation reserve | | (286,904) | (286,904) | | Capital redemption reserve | | 609 | 186 | | Retained earnings | | 584,236 | 636,645 | | **Total equity** | | **295,515** | **349,003** | | Loans and borrowings | 19 | 72,566 | 25,090 | | Deferred tax liabilities | 10 | 1,709 | 2,211 | | **Non-current liabilities** | | **74,275** | **27,301** | | Current tax liabilities | | 977 | 1,490 | | Loans and borrowings | 19 | 628 | 270 | | Trade and other payables | 20 | 13,271 | 6,341 | | Contract liabilities and prepayments | 6 | 6,206 | 5,408 | | **Current liabilities** | | **21,082** | **13,509** | | **Total liabilities** | | **95,357** | **40,810** | | **Total equity and liabilities** | | **390,872** | **389,813** | These financial statements were approved by the Board of Directors on 1 July 2026 and were signed on its behalf by: **Justinas Šimkus** Director Company registered number: 13357598 82 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Consolidated Statement of Changes in Equity For the year ended 30 April 2026 | | Note | Share Capital (€ thousands) | Own shares held (€ thousands) | Capital reorganisation reserve (€ thousands) | Capital redemption reserve (€ thousands) | Retained earnings (€ thousands) | Total Equity (€ thousands) | | --- | --- | --- | --- | --- | --- | --- | --- | | **Balance at 30 April 2024** | | **5,690** | **(5,854)** | **(286,904)** | **132** | **621,090** | **334,154** | | Profit for the year | | - | - | - | - | 44,756 | 44,756 | | Other comprehensive income | | - | - | - | - | - | - | | **Total comprehensive income** | | **-** | **-** | **-** | **-** | **44,756** | **44,756** | | *Transactions with owners:* | | | | | | | | | Share-based payments | 24 | - | - | - | - | 1,877 | 1,877 | | Exercise of employee share schemes | 17 | - | 1,657 | - | - | (1,645) | 12 | | Purchase of shares for performance share plan | 17 | - | (2,363) | - | - | - | (2,363) | | Purchase of shares for cancellation | 16 | (54) | - | - | 54 | (13,553) | (13,553) | | Dividends | 18 | - | - | - | - | (15,880) | (15,880) | | **Balance at 30 April 2025** | | **5,636** | **(6,560)** | **(286,904)** | **186** | **636,645** | **349,003** | | Profit for the year | | - | - | - | - | 50,943 | 50,943 | | Other comprehensive income | | - | - | - | - | - | - | | **Total comprehensive income** | | **-** | **-** | **-** | **-** | **50,943** | **50,943** | | *Transactions with owners:* | | | | | | | | | Share-based payments | 24 | - | - | - | - | 266 | 266 | | Exercise of employee share schemes | 17 | - | 2,030 | - | - | (2,016) | 14 | | Purchase of shares for performance share plan | 17 | - | (3,109) | - | - | - | (3,109) | | Purchase of shares for cancellation | 16 | (423) | - | - | 423 | (82,934) | (82,934) | | Dividends | 18 | - | - | - | - | (18,668) | (18,668) | | **Balance at 30 April 2026** | | **5,213** | **(7,639)** | **(286,904)** | **609** | **584,236** | **295,515** | FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 83 --- Notes to the Consolidated Financial Statements continued ## 20. Trade and other payables | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | Trade payables | 436 | 408 | | Accrued expenses | 659 | 618 | | Payroll related liabilities | 1,505 | 1,293 | | Other tax | 2,158 | 1,818 | | Customer credit balances | 2,324 | 2,189 | | Share buyback liability^{1} | 6,022 | - | | Other payables | 167 | 15 | | | **13,271** | **6,341** | ## 21. Financial risk management In its activities, the Group is exposed to various financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Directors are responsible for creation and control of overall risk management policy in the Group. Risk management policies are established to identify and analyse the risks faced by the Group, and to set appropriate risk limits and controls. Risk management policies and systems are reviewed on a regular basis to reflect changes in the market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. From time to time, the Group may use derivative financial instruments in order to hedge against certain risks. The note below presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing the risk, and the Group's management of capital. ### a) Credit risk Credit risk is the risk of Group's financial loss if a customer or counterparty fails to comply with contractual obligations. Credit risk is controlled by applying credit limits depending on the risk profile of the customer and monitoring debt collection procedures. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows: | | Note | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | --- | | Trade receivables | 14 | 4,514 | 4,228 | | Other short-term receivables | 14 | 337 | 268 | | Cash and cash equivalents | 15 | 30,764 | 23,606 | | | | **35,615** | **28,102** | The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate. Credit risk related to cash and cash equivalent balances is managed by monitoring credit ratings of the Group's banks. ### Expected credit loss assessment for trade receivables The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited consolidated financial statements, management accounts, cash flow projections and available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default and are aligned to external credit rating definitions from agencies. An ECL rate is calculated based on delinquency status and actual credit loss experience over the past three years. These rates are multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables. The trade receivables do not have a significant financing component. The Group's credit terms on sales to business customers are 7-60 days from receipt of the invoice by the customer. For sales to private customers, the Group collects payments instantly at the time of the transaction and is not exposed to credit risk. The Group applies the simplified approach for trade receivables. $^{1}$ Share buyback liability represents shares repurchased before year end that were settled shortly after the reporting date. 104 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Notes to the Consolidated Financial Statements continued 21. Financial risk management continued The Group has elected to use a provision matrix to calculate lifetime ECLs, which is based on: - Historical default rates over the expected life of trade receivables Impairment allowance: | | 30 April 2026 | | | 30 April 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | ECL rate | Trade receivables (€ thousands) | Impairment allowance (€ thousands) | ECL rate | Trade receivables (€ thousands) | Impairment allowance (€ thousands) | | Not past due | (0.1%) | 3,621 | (3) | (0.1%) | 3,434 | (3) | | 1 – 30 days past due | (0.4%) | 410 | (1) | (0.4%) | 402 | (1) | | 31 – 60 days past due | (1.7%) | 121 | (2) | (1.9%) | 110 | (2) | | 61 – 90 days past due | (3.6%) | 75 | (3) | (5.0%) | 29 | (1) | | > 90 days past due | (13.2%) | 341 | (45) | (14.7%) | 305 | (45) | | | **(1.2%)** | **4,568** | **(54)** | **(1.2%)** | **4,280** | **(52)** | For the movement in impairment allowance see note 14. ### b) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group's policy is to maintain sufficient amounts of cash and cash equivalents via operations, borrowings and credit facilities to meet its commitments as they fall due. This policy excludes the potential impact of extreme circumstances that cannot be reasonably predicted. Cash flow budgeting is performed by the Group's management and the Group's liquidity requirements are monitored to ensure it has sufficient cash to meet operational needs. As at 30 April 2026, the Group had drawn borrowings of €73,000 thousand under its term loan facility and access to a further €52,000 thousand of undrawn term loan commitments, together with a €20,000 thousand revolving credit facility. The term loan and revolving credit facility mature in January 2031. The covenant requirement associated with these facilities is described in note 19. The table below summarises the contractual maturities of financial liabilities as at 30 April of 2026, including estimated interest payments: | Financial liabilities | Carrying amount (€ thousands) | Contractual cash flows (€ thousands) | Up to 1 year (€ thousands) | 1-2 years (€ thousands) | 2-5 years (€ thousands) | More than 5 years (€ thousands) | | --- | --- | --- | --- | --- | --- | --- | | Bank loan | 71,565 | (88,772) | (3,245) | (3,282) | (82,245) | - | | Lease liabilities | 1,629 | (1,936) | (459) | (460) | (1,017) | - | | Trade payables | 436 | (436) | (436) | - | - | - | | Share buyback liability | 6,022 | (6,022) | (6,022) | - | - | - | | Other payables | 3,150 | (3,150) | (3,150) | - | - | - | | | **82,802** | **(100,316)** | **(13,312)** | **(3,742)** | **(83,262)** | **-** | The table below summarises the contractual maturities of the Group's financial liabilities as at 30 April of 2025, including estimated interest payments: | Financial liabilities | Carrying amount (€ thousands) | Contractual cash flows (€ thousands) | Up to 1 year (€ thousands) | 1-2 years (€ thousands) | 2-5 years (€ thousands) | More than 5 years (€ thousands) | | --- | --- | --- | --- | --- | --- | --- | | Bank loan | 24,535 | (26,257) | (1,041) | (25,216) | - | - | | Lease liabilities | 825 | (1,001) | (299) | (295) | (407) | - | | Trade payables | 408 | (408) | (408) | - | - | - | | Other payables | 2,822 | (2,822) | (2,822) | - | - | - | | | **28,590** | **(30,488)** | **(4,570)** | **(25,511)** | **(407)** | **-** | ### c) Market risk Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 105 --- Notes to the Consolidated Financial Statements continued 21. Financial risk management continued ### i) Currency risk Euro is the functional currency of each legal entity comprising the Group, as well as the Group's reporting currency. The Group is exposed to currency risk on purchases that are denominated in a currency other than Euro. The Group is not using any financial instruments to hedge against the foreign currency exchange risk. As at 30 April 2026 and 30 April 2025, the Group had no significant monetary assets and liabilities denominated in other than its functional currency. ### ii) Interest rate risk The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group has no significant interest-bearing assets. At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was as follows: | Carrying amount | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | **Instruments with a variable interest rate** | | | | Bank loan | 71,335 | 24,527 | | | **71,335** | **24,527** | ### Cash flow sensitivity analysis for variable rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant. | 2026 | Impact of financial instruments on profit before tax | | | | | --- | --- | --- | --- | --- | | Financial instruments by class | Increase | Impact to finance costs (€ thousands) | Decrease | Impact to finance costs (€ thousands) | | Variable rate instruments | +100 bp | (730) | -100 bp | 730 | | 2025 | Impact of financial instruments on profit before tax | | | | | Financial instruments by class | Increase | Impact to finance costs (€ thousands) | Decrease | Impact to finance costs (€ thousands) | | Variable rate instruments | +100 bp | (250) | -100 bp | 250 | ### d) Capital management For capital management purposes, the Group defines capital as equity together with net debt. The Group's capital management objectives are to maintain the confidence of lenders, investors and other stakeholders, preserve financial flexibility, support future business development opportunities and comply with external capital requirements. ### e) Fair value of financial instruments The fair values of the Group's financial instruments approximated their carrying values as at both 30 April 2026 and 30 April 2025. ## 22. Related party transactions During the year ended 30 April 2026, there were no significant transactions with related parties outside the Group, other than the remuneration of key management personnel (see note 23), including share-based incentive awards under the PSP scheme (see note 24). In the comparative period ended 30 April 2025, on 17 July 2024, the Company purchased 4.2 million of its own shares from ANTLER EquityCo S.à.r.l. controlled by funds advised by Apax Partners LLP, at a price of €2.47 (€2.94) per share. The transaction was executed as an off-market purchase for which the Company was granted approval by its shareholders at its Annual General Meeting held on 27 September 2023. Through the same placing, ANTLER EquityCo S.à.r.l. sold its remaining shareholding in the Company, resulting in a full exit from its investment. Accordingly, ANTLER EquityCo S.à.r.l. ceased to be a related party to the Company following completion of the transaction. ## 23. Remuneration of directors and key management personnel The aggregate remuneration receivable by 3 Executive Directors (CEO, CFO, COO) and 6 Non-Executive Directors for qualifying services was €1,646 thousand (2025: €1,391 thousand), of which €465 thousand (2025: €406 thousand) was paid by the Company and remaining amounts were paid by other Group entities. There were no retirement benefits accruing to any Directors under either money purchase or defined benefit pension schemes and no contributions to pension schemes on behalf of Directors. During the year, the Directors in office in total had €3,696 thousand gains (2025: €2,626) arising on the exercise of share options. Key management personnel comprise 3 Executive Directors (CEO, CFO, COO), 6 Non-Executive Directors, Development Director and Directors of Group companies. Remuneration of key management personnel, including social security costs and related accruals, amounted to €2,322 thousand for the year ended 30 April 2026 and €1,961 thousand for the year ended 30 April 2025$^{1}$. Share-based payment expense amounted to €182 thousand for the year ended 30 April 2026 and €1,535 thousand for the year ended 30 April 2025. During the year ended 30 April 2026 the Executive Directors of the Group were granted awards under the PSP scheme. See note 24 for further detail. Directors' remuneration is detailed in the Remuneration report on page 66. $^{1}$ Remuneration of key management personnel for the year ended 30 April 2026 included dividend equivalent payments of €83 thousand in respect of awards vested under the PSP during the year (2025: €38 thousand). 106 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Notes to the Consolidated Financial Statements continued ## 24. Share-based payments ### Performance Share Plan The Group currently operates a Performance Share Plan (“PSP”) that is subject to a service and a non-market performance condition. Such conditions are not taken into account in the fair value of the service received. The fair value of services received in return for share-based incentives is measured by reference to the fair value of share-based incentives granted. The estimate of the fair value of the PSP is measured using Black-Scholes pricing model. The total charge in the period relating to the PSP scheme was €266 thousand (€1,877 thousand in the year ended 30 April 2025). The PSP plan consists of share options for Executive Directors and certain key employees with a vesting period of 3 years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest, unless under exceptional circumstances. On 9 July 2025 and 3 November 2025, the Group awarded 593,768 and 338,857 share options, respectively, under the PSP scheme. These awards have a 3-year service condition and performance condition which is measured by reference to the Group’s earnings per share in the year ended 30 April 2028. The fair value of the awards granted in July 2025 and November 2025 was determined to be €3.88 and €3.27 per option respectively using a Black-Scholes pricing model. The resulting share-based payments charge is being spread evenly over the period between the grant date and the vesting date. The assumptions used in the measurement of the fair value at grant date of the PSP awards are as follows: | Grant date | Condition | Share price at grant date (€) | Exercise price (€) | Expected volatility (%) | Vesting period (years) | Risk-free rate (%) | Dividend yield (%) | Fair value per option (€) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 27 July 2021 | EPS performance condition, service condition | 2.62 | 0.01 | 53% | 3 | (0.20)% | 0.78% | 2.56 | | 12 July 2022 | EPS performance condition, service condition | 1.49 | 0.01 | 69% | 3 | 1.37% | 1.96% | 1.40 | | 5 July 2023 | EPS performance condition, service condition | 2.22 | 0.01 | 40% | 3 | 2.54% | 1.12% | 2.14 | | 8 July 2024 | EPS performance condition, service condition | 2.95 | 0.01 | 45% | 3 | 2.75% | 1.05% | 2.85 | | 9 July 2025 | EPS performance condition, service condition | 4.00 | 0.01 | 33% | 3 | 3.03% | 0.95% | 3.88 | | 3 November 2025 | EPS performance condition, service condition | 3.39 | 0.01 | 30% | 3 | 3.04% | 1.12% | 3.27 | Expected volatility is estimated by considering historic average share price volatility at the grant date. The number of options outstanding and exercisable as at 30 April 2026 was as follows: | | 2026 (number) | 2025 (number) | | --- | --- | --- | | **Outstanding as at 1 May** | **3,129,304** | **3,353,487** | | Options granted in the year | 932,625 | 794,118 | | Options exercised in the year | (1,197,162) | (1,018,301) | | Options forfeited in the year | (7,219) | - | | **Outstanding as at 30 April** | **2,857,548** | **3,129,304** | | **Exercisable as at 30 April** | **-** | **-** | The weighted average market value per ordinary share for options exercised in 2026 was €4.06 (2025: €3.37). The weighted average exercise price for share options outstanding as at 30 April 2026 was 1 euro cent (2025: 1 euro cent). The PSP awards outstanding as at 30 April 2026 have a weighted average contractual life of 8.5 years (2025: 8.1 years). ## 25. Contingent liabilities The Group had no contingent liabilities at 30 April 2026 and 30 April 2025. FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 107 --- Notes to the Consolidated Financial Statements continued ## 26. List of Subsidiaries | Company name | Registered office | Registration Number | Activity | Share in capital | Held directly? | | --- | --- | --- | --- | --- | --- | | BCG Holdco Limited | Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH | 13415193 | Acquiring participations | 100% | Yes | | UAB Antler Group | V. Nagevičiaus 3, Vilnius, Lithuania | 305147427 | Management and consulting services | 100% | No | | UAB Diginet LTU | Saltoniškių 9B-1, Vilnius, Lithuania | 126222639 | Online classifieds | 100% | No | | OÜ AllePal | Pärnu mnt. 141, Tallinn, Estonia | 12209337 | Online classifieds | 100% | No | | OÜ Kinnisvaraportaal | Pärnu mnt. 141, Tallinn, Estonia | 10680295 | Online classifieds | 100% | No | | OÜ VIN Solutions | Pärnu mnt. 141, Tallinn, Estonia | 14071883 | Information services | 100% | No | | OÜ Baltic Classifieds Group | Pärnu mnt. 141, Tallinn, Estonia | 14608656 | Online classifieds | 100% | No | | SIA City24 | Gustava Zemgala 78 - 1, Rīga, Latvia | 40003692375 | Online classifieds | 100% | No | BCG Holdco Limited (registered number 13415193) is exempt from the Companies Act 2006 requirements relating to the audit of its individual accounts by virtue of section 479A of the Act. BCG Holdco Limited has taken advantage of this exception as Baltic Classifieds Group PLC has provided a guarantee in respect of BCG Holdco Limited under Section 479C of the Companies Act 2026 for the year ended 30 April 2026. ## 27. Subsequent events The following events occurred between 30 April 2026 and the date on which these financial statements were authorised for issue. These are post year end non-adjusting events which have not been recognised in the financial statements. ### Financing Following the year ended 30 April 2026 and up to the date when the financial statements were authorised, the Company has drawn down an additional amount of €45,000 thousand under its existing loan facility to fund ongoing share buybacks. ### Acquisition On 30 June 2026, the Group's subsidiary SIA City24 acquired Cenubanka.lv portal and customer relationships. The acquired assets meet the definition of a business as per IFRS 3 therefore an acquisition accounting exercise was performed. Cenubanka.lv is a Latvian real estate data and market analysis platform. It aggregates property transaction data, listing data and market information to help users assess the value of properties in Latvia. It is widely used by property valuers, banks, developers, brokers and increasingly by private individuals. | Consideration | € thousands | | --- | --- | | Cash | 1,615 | | Total consideration transferred | 1,615 | Net cash flow on acquisition: | | € thousands | | --- | --- | | Consideration in cash | 1,615 | | Less cash and cash equivalents of the acquiree | - | | **Net cash flow on acquisition** | **1,615** | As the acquisition was finalised after year-end and shortly before the authorisation of these financial statements for issue, the accounting for the business combination remains incomplete. In particular, the valuation of acquired assets and liabilities, including the determination of their respective fair values, as well as acquisition related costs have not yet been finalised. Consequently, the information required to provide the full disclosures relating to the acquisition is not currently available, and such disclosures have therefore not been included in these financial statements. The Group will complete the purchase price allocation and provide the relevant disclosures in future reporting periods once the necessary information becomes available. 108 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Company Statement of Financial Position As at 30 April 2026 | | Notes | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | --- | | **Fixed assets** | | | | | Investments | 4 | 513,544 | 513,278 | | **Current assets** | | | | | Debtors: amounts falling due within one year | 5 | 49,535 | 76,528 | | Cash at bank or in hand | 6 | 5,654 | 3,097 | | **Creditors: amounts falling due within one year** | | | | | Amounts due to subsidiary undertakings | 7 | (50,450) | (46,831) | | Other creditors | 7 | (6,789) | (358) | | **Net current (liabilities) / assets** | | **(2,050)** | **32,436** | | **Total assets less current liabilities** | | **511,494** | **545,714** | | **Creditors: amounts falling due after more than one year** | | | | | Bank loans and borrowings | 8 | (71,335) | - | | **Net assets** | | **440,159** | **545,714** | | **Capital and reserves** | | | | | Called up share capital | 9 | 5,213 | 5,636 | | Retained earnings | | 441,976 | 546,452 | | Capital redemption reserve | | 609 | 186 | | Own shares held | 10 | (7,639) | (6,560) | | **Total capital and reserves** | | **440,159** | **545,714** | The loss for the year of the Company was €1,124 thousand (2025: profit €1,217 thousand). The accompanying notes form part of these financial statements. The financial statements of Baltic Classifieds Group PLC, Company number 13357598, were approved and authorised for issue by the Board and were signed on its behalf on 1 July 2026. *Justinas Šimkus* Director Baltic Classifieds Group PLC Registered number 13357598 FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 109 --- # Company Statement of Changes in Equity | | Called up share capital (€ thousands) | Own shares held (€ thousands) | Capital redemption reserve (€ thousands) | Retained earnings (€ thousands) | Total equity (€ thousands) | | --- | --- | --- | --- | --- | --- | | **Balance at 30 April 2024** | **5,690** | **(5,854)** | **132** | **574,436** | **574,404** | | Profit for the year | - | - | - | 1,217 | 1,217 | | Other comprehensive income | - | - | - | - | - | | **Total comprehensive income** | **-** | **-** | **-** | **1,217** | **1,217** | | *Transactions with owners:* | | | | | | | Share-based payments | - | - | - | 1,877 | 1,877 | | Exercise of share options | - | 1,657 | - | (1,645) | 12 | | Acquisition of treasury shares | - | (2,363) | - | - | (2,363) | | Purchase of shares for cancellation | (54) | - | 54 | (13,553) | (13,553) | | Dividends paid | - | - | - | (15,880) | (15,880) | | **Balance at 30 April 2025** | **5,636** | **(6,560)** | **186** | **546,452** | **545,714** | | Loss for the year | - | - | - | (1,124) | (1,124) | | Other comprehensive income | - | - | - | - | - | | **Total comprehensive income (loss)** | **-** | **-** | **-** | **(1,124)** | **(1,124)** | | *Transactions with owners:* | | | | | | | Share-based payments | - | - | - | 266 | 266 | | Exercise of share options | - | 2,030 | - | (2,016) | 14 | | Acquisition of treasury shares | - | (3,109) | - | - | (3,109) | | Purchase of shares for cancellation | (423) | - | 423 | (82,934) | (82,934) | | Dividends paid | - | - | - | (18,668) | (18,668) | | **Balance at 30 April 2026** | **5,213** | **(7,639)** | **609** | **441,976** | **440,159** | | Set aside for dividends declared after the reporting period | - | - | - | (13,400) | (13,400) | | **Total** | **-** | **-** | **-** | **428,576** | **426,759** | The accompanying notes form part of these financial statements. 110 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- # Notes to the Company Financial Statements ## 1. Accounting policies Baltic Classifieds Group PLC ("the Company") is a public company limited by shares, incorporated in England, United Kingdom on the 26th of April 2021 with registration number 13357598 and listed on the London Stock Exchange. The Company is registered and domiciled in the UK. Principal place of the business is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH. ### Statement of compliance and basis of preparation These financial statements of Baltic Classifieds Group PLC were prepared in accordance with the Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006. The Company financial statements have been prepared under the historical cost convention, as modified for the revaluation of certain financial assets and liabilities through profit or loss. The current year financial information presented is from 1 May 2025 to 30 April 2026. The Company uses the Euro (€) as functional currency and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at month-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss for the period. Non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. The Company financial statements have been rounded to the nearest thousand except where otherwise indicated. As permitted by Section 408 of the Companies Act 2006, an entity profit and loss account is not included as part of the published consolidated financial statements of Baltic Classifieds Group PLC. The loss for the financial period dealt with in the financial statements of the parent company was €1,124 thousand (2025: profit €1,217 thousand). The consolidated financial statements of Baltic Classifieds Group PLC are prepared in accordance with the UK adopted International Financial Reporting Standards and are available to the public. In these financial statements, the Company is considered to be a qualifying entity and has applied the exemptions available under FRS 102 in respect of the following disclosures: - statement of comprehensive income with related notes; - cash flow statement with related notes; - key management personnel compensation; - financial instrument and financial risk management disclosures; and - transactions with wholly-owned subsidiaries. Where required, equivalent disclosures are given in the consolidated financial statements of the Group. ### Going concern The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the Company will have sufficient funds to meet its liabilities as they fall due for that period. In making this assessment the Directors have considered the fact that the Company's activities are principally as a holding company with long-term investments in subsidiaries funded by equity. The Company's assets consist of investments in subsidiary undertakings, and intercompany loan receivable balances. More details on the going concern are discussed in the going concern section in note 2 to the consolidated financial statements. Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis. ### Significant accounting judgements and key sources of estimation uncertainty In preparing the financial statements, management is required to make estimates and assumptions that affect the application of policies and reported income, expenses, assets, and liabilities. Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances. Actual results may differ from the initial estimate or judgement and any subsequent changes are accounted for with and effect on the financial statements at the time such updated information becomes available. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised or in any future periods affected. There are no significant judgements or key sources of estimation uncertainty for the Company. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 111 --- Notes to the Company Financial Statements continued 1. Accounting policies continued ## Share-based payment transactions Equity-settled awards are valued at the grant date. Fair value of the awards is measured using Black-Scholes pricing model. In the consolidated financial statements, on the assumption that the arrangement is equity-settled, the transaction is treated as an equity-settled share-based payment, as the group has received services in consideration for the group's equity instruments. An expense is recognised in the group income statement for the grant date fair value of the share-based payment over the vesting period, with a credit recognised in equity. In the parent Company's separate financial statements, there is no share-based payment charge, as no employees are providing services to the parent. The parent would therefore record a debit, recognising an increase in the investment in the subsidiaries as a capital contribution from the parent and a credit to equity. In the subsidiaries' financial statements, the award is treated as an equity-settled share-based payment. An expense for the grant date fair value of the award is recognised over the vesting period, with a credit recognised in equity. The credit to equity is treated as a capital contribution, as the parent is compensating the subsidiaries' employees with no cost to the subsidiaries. ## Investment in subsidiaries These are separate financial statements of the Company. The cost method is applied to investments in other companies. The cost price increases when funds are added through capital increase or when group contributions are made to subsidiaries. ## Cash at bank or in hand Cash includes cash at banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value. ## Interest receivable and interest payable Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account. Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the Company's right to receive payments is established. Foreign currency gains and losses are reported on a net basis. ## Taxation The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. The Company is not in scope for Pillar Two rules, as it does not meet the threshold of consolidated group annual revenue of €750 million. ## Own shares held by ESOP trust Transactions of the Company-sponsored ESOP trust are treated as being those of the Company and are therefore reflected in the Company financial statements. In particular, the trust's purchases and sales of shares in the Company are debited and credited directly to equity. ## Capital redemption reserve The capital redemption reserve arises from the purchase and subsequent cancellation of the Company's own equity share capital. ## Financial instruments The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. ### a) Financial assets Basic financial assets, including trade and other receivables, cash and bank balances, loans to Group companies are initially recognised at transaction price (unless the arrangement constitutes a financing transaction) and are subsequently carried at amortised cost using the effective interest method. ### b) Financial liabilities Basic financial liabilities, including trade and other payables that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. 112 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Notes to the Company Financial Statements continued 1. Accounting policies continued Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Interest-bearing bank loans are initially recognised at transaction price, net of any direct transaction costs. They are subsequently measured at amortised cost using the effective interest method. Loans from Group companies that are short-term or repayable on demand are classified as current liabilities and are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method. ### Dividend distribution Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividend is approved by the Company's shareholders in the case of final dividends, or the date at which they are paid in the case of interim dividends. ## 2. Services provided by the Company's Auditors | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | *Fees payable for audit services:* | | | | Audit of the Company and consolidated financial statements | (507) | (501) | | **Total audit remuneration** | **(507)** | **(501)** | ## 3. Directors' remuneration The Company has no employees other than the Directors. Full details of the Directors' remuneration are set out in note 23 to the consolidated financial statements. ## 4. Investment in subsidiaries | | (€ thousands) | | --- | --- | | **Investment in subsidiaries at 30 April 2024** | **511,796** | | Share-based payments | 1,877 | | Recharge of costs for share-based payments | (395) | | **Investment in subsidiaries at 30 April 2025** | **513,278** | | Share-based payments | 266 | | **Investment in subsidiaries at 30 April 2026** | **513,544** | Additions to share-based payments in the year and prior year relate to equity-settled share-based payments granted to the employees of subsidiary companies. Subsidiary undertakings are disclosed within note 26 to the consolidated financial statements. Recharge of costs for share-based payments during the year ended 30 April 2025 relates to a reimbursement from a subsidiary from one-off recharge arrangement related to share-based payments recognised as an investment cost in the subsidiary during the year ended 30 April 2024, and therefore reduced from the investment. The closing balance of the investment in subsidiaries at 30 April 2026 consists of €506,452 thousand investment in BCG Holdco Limited and share-based payments in amount to €7,092 thousand. No impairment indicators were identified for the investment in subsidiaries. ## 5. Debtors: amounts falling due within one year | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | Intercompany loan and interests to BCG Holdco Limited | 49,031 | 76,226 | | Amounts owed by subsidiary undertakings | 224 | 90 | | Other short-term receivables | 280 | 212 | | | **49,535** | **76,528** | ### Terms, repayment of intercompany loan The loan is repayable immediately on demand by the lender. The borrower may prepay or repay any or all of the loan at any time and bear interest at rate of 1.1% plus 1 month EURIBOR (2025: 1.1% plus 1 month EURIBOR). ## 6. Cash at bank or in hand Baltic Classifieds Group PLC Annual Report and Accounts 2026 113 FINANCIAL STATEMENTS --- Notes to the Company Financial Statements continued | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | Cash at bank | 5,654 | 3,097 | | | **5,654** | **3,097** | There were no restrictions on cash at bank or in hand held at 30 April 2026 and 2025. ## 7. Creditors: amounts falling due within one year | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | Amounts due to subsidiary undertakings | (50,450) | (46,831) | | Share buyback liability | (6,022) | - | | Accruals | (417) | (326) | | Interest payable on bank loan | (230) | - | | Trade creditors | (62) | (32) | | Other creditors | (58) | - | | | **(57,239)** | **(47,189)** | Amounts due to subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. The borrower may prepay or repay any or all of the loan at any time and bear interest at a rate of 0.5% plus 1 month EURIBOR. ## 8. Creditors: amounts falling due after more than one year | | 2026 (€ thousands) | 2025 (€ thousands) | | --- | --- | --- | | Bank loans and borrowings | (71,335) | - | | | **(71,335)** | **-** | In January 2026, the Company entered into a new bank loan agreement comprising a €125,000 thousand term loan facility and a €20,000 thousand revolving credit facility (RCF). As at 30 April 2026, the undrawn portion of the term loan was €52,000 thousand, while the RCF remained fully undrawn. The loan is secured by guarantees from the Group companies. The agreement requires semi-annual compliance with the Leverage Ratio covenant, measured at the period ends in October and April. As at 30 April 2026 the Company complied with the covenant. Refer to note 19 of the consolidated financial statements for further details. The loan matures in January 2031. It is contractually repayable in full at maturity date. The loan bears a variable interest rate of EURIBOR plus margin linked to the leverage ratio, with interest payable quarterly. ## 9. Share capital | | Number of shares | Share capital (€ thousands) | Capital redemption reserve (€ thousands) | | --- | --- | --- | --- | | **As at 30 April 2024** | **488,944,427** | **5,690** | **132** | | Purchase and cancellation of own shares | (4,591,748) | (54) | 54 | | **As at 30 April 2025** | **484,352,679** | **5,636** | **186** | | Purchase and cancellation of own shares | (36,789,589) | (423) | 423 | | **As at 30 April 2026** | **447,563,090** | **5,213** | **609** | In October 2022 the Company initiated its share buyback program. During 2026, the Company purchased 36,789,589 (2025: 4,591,748) ordinary shares with a par value of £0.01 for cancellation. For this reason, a capital redemption reserve was formed in amount of €609 thousand as at 30 April 2026. Fully paid ordinary shares, which have a par value of £0.01, carry one vote per share and carry a right to dividends. 114 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Notes to the Company Financial Statements continued ## 10. Own shares held | | Shares held by EBT | | | --- | --- | --- | | | Amount (€ thousands) | Number | | **Balance as at 30 April 2024** | **(5,854)** | **3,355,682** | | Purchase of shares for performance share plan | (2,363) | 800,000 | | Exercise of share options | 1,657 | (1,018,301) | | **Balance as at 30 April 2025** | **(6,560)** | **3,137,381** | | Purchase of shares for performance share plan | (3,109) | 925,000 | | Exercise of share options | 2,030 | (1,197,162) | | **Balance as at 30 April 2026** | **(7,639)** | **2,865,219** | ## 11. Dividends Dividends declared and paid by the Company were as follows: | | Year ended 30 April 2026 | | Year ended 30 April 2025 | | | --- | --- | --- | --- | --- | | | Euro cent per share | (€ thousands) | Euro cent per share | (€ thousands) | | 2024 final dividend paid | - | - | 2.1 | 10,105 | | 2025 interim dividend paid | - | - | 1.2 | 5,775 | | 2025 final dividend paid | 2.6 | 12,502 | - | - | | 2026 interim dividend paid | 1.3 | 6,166 | - | - | | **Total** | **3.9** | **18,668** | **3.3** | **15,880** | The proposed final dividend for the year ended 30 April 2026 of 2.8 euro cent per share and additional special dividend of 0.3 euro cent per share, totalling approximately €13,400 thousand in aggregate, are subject to approval by shareholders at the Annual General Meeting ('AGM') and hence have not been included as liabilities in the financial statements. The 2026 final dividend along with the special dividend will be paid in euros however shareholders will have an opportunity to opt for a payment in British pounds. The 2025 final dividend of €12,502 thousand (2.6 euro cent per qualifying share) was paid on 17 October 2025. The 2026 interim dividend of €6,166 thousand (1.3 euro cent per qualifying share) was paid on 23 January 2026. The terms of the Company's Employee Benefit Trust ('EBT') provide that dividends payable on the ordinary shares held by the EBT are waived. Dividends are paid out of the available distributable reserves of the Company. ## 12. Related party transactions The Company has taken advantage of the exemption not to disclose transactions with related parties that are wholly owned within the Group. Transactions with related parties which are not wholly owned are disclosed within note 22 to the consolidated financial statements. Related party transactions for Directors' remuneration are disclosed in note 3 and within note 23 to the consolidated financial statements. ## 13. Ultimate parent company and parent company of larger group The Company is a parent and the ultimate controlling party. The largest group in which the results of the Company are consolidated is that headed by Baltic Classifieds Group PLC (registered number 13357598) with registered office in Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH. No other group financial statements include the results of the Company. The consolidated financial statements of Baltic Classifieds Group PLC are available to the public and may be obtained from www.balticclassifieds.com. Subsidiary BCG Holdco Limited (registered number 13415193) is exempt from the Companies Act 2006 requirements relating to the audit of its individual accounts by virtue of Section 479A of the Act as Baltic Classifieds Group PLC has guaranteed the subsidiary company under Section 479C of the Act for the year ended 30 April 2026. This information is disclosed within note 26 to the consolidated financial statements. ## 14. Events after the end of the reporting period Following the year ended 30 April 2026 and up to the date when the financial statements were authorised, the Company has drawn down an additional amount of €45,000 thousand under its existing loan facility to fund ongoing share buybacks. This is a non-adjusting event after the end of the reporting period which has not been recognised in the financial statements. FINANCIAL STATEMENTS Baltic Classifieds Group PLC Annual Report and Accounts 2026 115 --- # Glossary **2022** – means the financial year ended 30 April 2022. **2023** – means the financial year ended 30 April 2023. **2024** – means the financial year ended 30 April 2024. **2025** – means the financial year ended 30 April 2025. **2026** – means the financial year ended 30 April 2026. **AGM** – means Annual General Meeting. **Apax** – means funds advised by Apax Partners. **ARPU** – means average revenue per user. **Admission** – means the admission of the ordinary shares of the Company to the Official List and to trading on the London Stock Exchange's main market for listed securities which occurred on 5 July 2021. **Advertisers** – means users of the websites, listing C2C or B2C advertisements. **B2C listers** – means listers that have a subscription-based contract with the Group for online classifieds services and products. **C2C listers** – means listers that transact with the Group through one-off transactions for online classifieds services and products and do not have a subscription-based contract with the Group for online classifieds services and products. **CEO** – means Chief Executive Officer. **CFO** – means Chief Financial Officer. **Code** – means the UK Corporate Governance Code published by the FRC in 2024. **COO** – means Chief Operating Officer. **Deloitte** – means Deloitte LLP or Deloitte Lietuva, UAB both being members of the Deloitte organisation, a global network of independent firms. **Executive Directors** – means Justinas Šimkus, Lina Mačienė and Simonas Orkinas. **GDP** – means gross domestic product. **Generalist portals** – means portals with no specialisation, listing a wide range of products and services to consumers. **KPI** – means key performance indicator. **KPMG** – means KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms. **Listing** – means an advertisement posted on a portal. **Major Shareholder** – means ANTLER EquityCo S.à r.l., an entity controlled by funds advised by Apax Partners. As of 17 July 2024, it had fully divested its stake in the Company. **Marketplace** – means a place where products and/or services are bought and sold. **OECD** – means Organisation for Economic Co-operation and Development. **Performance Share Plan (PSP)** – means the long-term incentive arrangement for the Executive Directors and other eligible employees. **Portals** – means online classifieds websites. **Relationship Agreement** – refers to the agreement that governed the relationship between the Company and the Major Shareholder. This agreement was terminated in July 2024 following the Major Shareholder's complete divestment of its shares in the Company. **Senior Management** – means the Executive Directors, Development Director and all Portal and Project Managers. **Verticals** – means specialised portals, listing products and services of a specific market, such as automotive, real estate and jobs & services. # Shareholder Information ## Shareholder queries Please contact our Registrar, Equiniti Limited, directly for all enquiries about your shareholding: | Online: | help.shareview.co.uk | | --- | --- | | By post: | Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA | | By telephone: | 0371 384 2030 | | International callers: | +44 (0)371 384 2030 | Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 8.30 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. ## Electronic shareholder communication We encourage our shareholders to opt for electronic communications as opposed to hardcopy documents by post. This has a number of advantages for the Company and its shareholders. Increased use of electronic communications will deliver savings to the Company in terms of administration, printing and postage costs, as well as increasing the speed of communication and provision of information in a convenient form. Less paper also reduces our impact on the environment. If you would like to receive notifications by email, you can register your email address by the Share Portal help.shareview.co.uk or by writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA. Please note that if you hold your shares corporately or in a CREST account, you are not able to use the Share Portal to inform us of your preferred method of communication and should instead write to Equiniti Limited. ## Warning about share fraud Shareholders are advised to be vigilant, as fraudsters may target them with unsolicited calls, emails or online messages offering investment opportunities, or the chance to buy or sell worthless or non-existent shares. If you receive such contact, you should not provide any personal details or transfer money without first checking that the organisation is authorised by the United Kingdom Financial Conduct Authority ('FCA') and carrying out appropriate checks. If you are unsure or think you may have been targeted you should report the organisation to the FCA. For further information, please visit the FCA's website at www.fca.org.uk/scamsmart, email consumer.queries@fca.org.uk or call the FCA consumer helpline on 0800 111 6768 if calling from the United Kingdom or +44 20 7066 1000 if calling from outside the United Kingdom. 116 Baltic Classifieds Group PLC Annual Report and Accounts 2026 --- Shareholder Information continued ## Share price information The Company's ordinary shares are listed on the London Stock Exchange. The price of the Company's shares is available on the corporate website at www.balticclassifieds.com. ### Financial calendar$^{1}$ | 2 July 2026 | Dividend announcement date | | --- | --- | | 11 September 2026 | Dividend record date | | 23 September 2026 | Annual General Meeting | | 25 September 2026 | Dividend currency election deadline | | 16 October 2026 | Dividend payment date | | December 2026 | Half-year results announcement | ### Company information | Registered office: | Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH | | --- | --- | | Company number: | 13357598 | | Company Secretary: | Eglė Sadauskienė | | Independent Auditor: | KPMG LLP | | Registrar: | Equiniti Limited | | Corporate Broker: | Bank of America Merrill Lynch | ### Forward-looking statements Certain statements made in this Annual Report and Accounts are forward-looking statements. These statements are based on current expectations, forecasts and assumptions and are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements appear in a number of places throughout this Annual Report and Accounts and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, objectives, strategies and the business. Nothing in this Annual Report and Accounts should be construed as a profit forecast. All forward-looking statements in this Annual Report and Accounts are made by the Directors in good faith based on the information and knowledge available to them as at the time of their approval of this Annual Report and Accounts. Persons receiving this report should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Group does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, future developments or otherwise. All Intellectual Property Rights in the content and materials in this Annual Report and Accounts vest in and are owned absolutely by Baltic Classifieds Group PLC unless otherwise indicated. This includes without limitation all trademarks and the report's design, text, graphics and the selection and arrangement thereof. $^{1}$ Dates are provisional and may be subject to change. Baltic Classifieds Group PLC Annual Report and Accounts 2026 ADDITIONAL INFORMATION 117 --- This page has been intentionally left blank 118 Baltic Classifieds Group PLC Annual Report and Accounts 2026