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REG - Baltic Classifieds - Half-year Financial Report

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RNS Number : 1716K  Baltic Classifieds Group PLC  04 December 2025

 

 

BALTIC CLASSIFIEDS GROUP PLC

HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2025

 Baltic Classifieds Group PLC ("BCG" and the "Group"), the leading online
classifieds group in the Baltics, announces half year results for the six
months ended 31 October 2025 (H1 2026)

 

 

Strategic overview

·      BCG's leadership(1) in its core markets remains as strong as
ever.

·      Traffic on our websites averaged 58 million visits per month(2),
which implies the entire Baltic population visited our sites 10 times every
month (H1 2025: 56 million visits and 9 times).

·      We implemented price changes for B2C and C2C customers at similar
levels to previous years, other than for car dealers in Estonia. This drove
yield(3) growth across our businesses and positioned BCG well for continued
growth, as the impact of the recent B2C price changes will only be felt in
full in the next reporting period. During H1, ARPU(3) increased in all our
business lines: 16% in Real Estate; 13% in Auto(4) and 5% in Jobs(5). Yields
per C2C listed ad grew 27% in Real Estate, 29% in Auto and 26% in
Generalist(6), yield per Services C2C active ad was up by 1%.

·      The strength of the Baltic economies has led to faster selling
times and corresponding downward pressure on advertising inventory, especially
as compared to the record levels achieved a year ago. As previously
communicated, and adding to inventory pressure, Estonian auto transactions(7)
were down by half as a result of tax changes.

·      We continued to invest in our products and services, including
the development of proprietary AI tools and, ongoing improvements to our IT
and data infrastructure, further strengthening our ability to deliver
continued yield improvements.

 

Financial highlights

·      Revenue grew 7% to €44.8 million (H1 2025: €41.8 million).

·      Core classifieds revenue streams - B2C and C2C - together account
for 91% of total revenues. B2C, representing 52%, grew by 13%, while C2C,
contributing 39%, grew by 3%, reflecting headwinds in listing volumes.

·      EBITDA(8) grew 7% to €35.2 million (H1 2025: €32.9 million),
with maintained EBITDA margin(8) of 78% (H1 2025: 79%). Adjusted operating
profit(8) of €34.8 million (H1 2025: €32.5 million) is tracking close to
EBITDA. Operating profit grew 18% to €31.1 million (H1 2025: €26.4
million).

·      Adjusted basic EPS(8) grew 10% to 6.3 € cents (H1 2025: 5.7 €
cents), while basic EPS for the period grew 22% to 5.5 € cents (H1 2025: 4.5
€ cents).

·      Adjusted net income(8) grew 9% to €30.1 million (H1 2025:
€27.6 million) with the only adjustment to profitability being the
amortisation of acquired intangibles net of the corresponding tax impact.
Profit for the period grew 22% to €26.4 million (H1 2025: €21.7 million).

·      Cash generated from operating activities grew 4% to €35.7
million (H1 2025: €34.2 million), with a cash conversion(8) rate maintained
at 99%.

·      Voluntarily repaid €10.0 million of debt during the reporting
period (H1 2025: €5.0 million).

·      €6.4 million returned to shareholders through the ongoing share
buyback program (H1 2025: €13.5 million).

·      We have maintained strong balance sheet and transitioned to a net
cash position during the reporting period, from a leverage(8) ratio of 0.1x at
the end of April 2025. Net cash(8) at the end of the period was €5.1 million
(2025: net debt(8) of €3.6 million).

·      An interim dividend of 1.3 € cent per share was declared, up 8%
(H1 2025: 1.2 € cent per share).

 

 €m (unless stated otherwise)                             H1 2026                     H1 2025                   Change
    Auto                                                         16.0                          16.0             0%
    Real Estate                                                  13.2                        11.0               20%
    Jobs & Services                                                8.9                           8.2            7%
    Generalist                                                     6.8                         6.6              4%
 Group revenue                                            44.8                        41.8                      7%

 Operating costs excluding depreciation and amortisation  (9.7)                       (8.9)                     8%
 EBITDA(8)                                                        35.2                        32.9              7%
 EBITDA margin(8)                                         78%                         79%                       0% pt

 Depreciation and amortisation                            (4.1)                       (6.5)                     (37%)
 Operating profit                                                 31.1                         26.4             18%

 Add back: amortisation of acquired intangibles           3.7                         6.2                       (40%)
 Adjusted operating profit(8)                                     34.8                         32.5             7%

 Profit for the period                                             26.4                        21.7             22%
 Adjusted net income(8)                                          30.1                          27.6             9%

 Basic EPS (€ cents)                                                 5.5                        4.5             22%
 Adjusted basic EPS(8) (€ cents)                                  6.3                            5.7            10%

 

 

Operational results

·      We maintained our strong leadership position over the nearest
competitor across all of our largest sites, which together account for 90% of
group revenue: Autoplius.lt at 6x (6x in 2025), Auto24.ee at 31x (36x in
2025), Aruodas.lt at 48x (27x in 2025), KV.ee plus City24.ee at 16x (13x in
2025), CVbankas.lt at 5x (5x in 2025) and Skelbiu.lt at 30x (21x in 2025).

·      At the start of the financial year, we successfully implemented
C2C pricing and packaging changes across all business units, which combined
with rising market prices of the goods and services advertised on our sites,
have resulted in yield improvements across all business lines. Further yield
growth was driven by users selecting more of the premium longer-duration
packages. Yields per C2C listed ad grew 27% in Real Estate, 29% in Auto and
26% in Generalist. Yield per C2C active ad in Services remained broadly flat
year-on-year mainly due to change in the mix of service providers and
increased uptake of longer-duration packages, which are cheaper per month,
diluting revenue per active ad.

·      With regards to C2C listed and active ads(9) volumes:

·      Faster real estate selling time combined with stronger uptake of
premium longer-duration packages resulted in Real Estate inventory declines of
7% in listed and 5% in active ads.

·      Car transactions in Estonia have dropped by half since the
vehicle transaction and ownership tax was introduced 11 months ago, while
Lithuania recorded an 8% increase year-on-year: in total listed ads declined
by 29% and active ads were down by 26%. Year-on-year growth is expected to
resume in January, reflecting the benefit of easier prior-year comparisons.

·      The number of C2C active ads in Services was up 11% due to
growing usage of services and higher uptake of longer-duration packages.

·      Listed paid ads on our Generalist platform, which is competing
with our market leading verticals, declined by 15%, while together with free
listings our inventory level is as high as ever.

·      In the Auto platform in Lithuania and in Real Estate platforms
across all three countries, our annual B2C price actions were implemented in
September and October 2025, supported by enhancements in product offerings and
packaging. In the Auto platform in Estonia price adjustments were postponed.
In the Jobs platform, this commenced in September 2025 and will continue to
roll out over the next 12 months.

·      Business customer numbers continue to be strong and grew by 4% in
Real Estate, 1% in Jobs, and declined by 1% in Auto.

·      The changes to our B2C packages and prices a year ago led to
increased ARPU in all business lines: Real Estate +16%, Auto +13%, Jobs +5%.

·      During H1 2026, we introduced a number of improvements to our
products and services, including:

·    Real Estate: at Aruodas.lt, we introduced Property Price Compass - a
product for agents to assess the asking price of an apartment. Integrating
technology from the recently acquired Untu.lt platform, we developed a product
that extracts data on actual nearby transactions, connects it to listing
history, and provides a competition overview with typical selling times. The
agent can then perform a final professional review and provide a pricing
report for the vendor, backing their suggestion with real data.

At Untu.lt, agents now contact purchased leads via an AI-assisted call
tracking service that logs what has been spoken on the phone, suggesting next
actions and providing more visibility of what is happening post lead
acquisition.

·    Auto: at Autoplius.lt, we introduced Autopulsas - a market assessment
tool for any car. It allows users to monitor market dynamics for specific
models as well as broader categories such as fuel type, year of manufacture,
and more. The tool combines data collected from users with information from
the state registry. We also introduced an AI-assisted listing process where
the system analyses images and descriptions to automatically fill in key
vehicle attributes. This speeds up listing creation, reduces errors, requires
less effort from the seller, and improves overall listing quality.

·    Jobs & Services: at CVbankas.lt, 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 a forecast of
future salary trends. Users can search across almost 3 thousand job positions.

·    Generalist: at Skelbiu.lt, we introduced an AI-based buyer-to-seller
message checking system to help prevent fraud. The system analyses user
attributes and conversation patterns and flags potentially suspicious users.

·      The number of BCG employees during the H1 2026 remained broadly
the same - on average 153 FTEs (end of 2025: 156 FTEs). At the end of the
period the split of women to men was 48:52.

·      We remain on track to reach our net zero target by 2050. As part
of our ongoing efforts, we continue to reduce direct emissions by phasing out
the company's internal combustion engine vehicles by 2028, and to lower
indirect emissions by increasing our use of renewable electricity to 100% by
2030.

 

Justinas Šimkus, Chief Executive Officer of Baltic Classifieds Group, said:

"Aside from the tax-affected Estonian Auto segment, we delivered strong
double-digit revenue growth, with our core revenue streams - B2C and C2C - up
15% and 8% respectively. This performance was driven in particular by another
outstanding year in our Real Estate business, marking its second consecutive
year of exceptional results.

In the spring, we implemented C2C pricing changes that generated healthy yield
improvements. More recently, we successfully launched our B2C pricing and
packaging changes, which - combined with strong B2C customer base - positions
us well for growth in the second half of the year and into the next financial
cycle.

I want to extend my sincere thanks to all BCG employees for their dedication
and contribution to these results, and for accelerating the scale and speed at
which we bring data and AI innovations to our customers."

 

Outlook

·    Despite record inventory comparables, and challenges in the Estonian
auto market, we expect revenue growth for the second half of the year will be
above that of H1 and will accelerate into double digits for FY2027.

·    Real Estate and Auto are expected to lead this growth. Jobs &
Services and Generalists are expected to grow at a more moderate pace. We
remain cautious on inventory trends.

·    We intend to implement product improvements and price changes for C2C
in spring and B2C in autumn.

·    With lower revenue growth and continued investment into our product,
some EBITDA margin compression is inevitable, but even with investments into
data and AI, our EBITDA margin is expected to continue in the mid seventies.

·    We intend to continue to return meaningfully all our excess cash to
shareholders in a timely manner, of which at least one third will be through
dividends. We could be debt free by the end of the financial year, so
shareholders can expect an update on capital policy by the time of our full
year results.

 

1 Leadership position in number of times against closest competitor based on
time on site (source: Similarweb data), except for Auto24. Auto24 has no
significant vertical competitor; the next relevant player is a generalist
portal; therefore, relative market share is calculated based on time on site
proportion relating to the number of active automotive listings as at the end
of the reported period.

2 Source: Google Analytics, 2025.

3 Yield refers to the average monthly revenue per C2C listing (in Auto, Real
Estate and Generalist), per active C2C ad (in Auto, Real Estate, Services) or
ARPU in B2C. Revenue per listed ad reflects the total revenue generated from
each new listing or extension over its entire active period. In contrast,
revenue per active ad represents the average monthly revenue attributable to
each active ad on our websites. ARPU is monthly average revenue per user (in
Auto - per dealer, in Real Estate - per broker, in Jobs - per client).

4 Car listings only (excluding listings of vehicle parts, vehicles other than
cars and other categories).

5 CVbankas.lt.

6 Skelbiu.lt only, which is our main Generalist portal. The monthly number of
listed ads on Skelbiu.lt represents the monthly average of paid new listings
and extensions, while the number of active ads includes both paid and free ads
and represents total inventory available on the website.

7 Source: State Enterprise Regitra and Autotyrimai for Lithuania; Maanteeamet
for Estonia.

8 Alternative performance measure, see note 3 to Condensed Interim Financial
Statements for further details.

9 The monthly number of listed ads represents the monthly average of paid new
listings and extensions, while the number of active ads represents total
inventory available on the website and, in the case of Skelbiu.lt, includes
free ads.

 

 

Analyst presentation dates/Conference call details

A presentation for analysts will be held via video webcast and conference call
at 9:30 am GMT, Thursday, 4 December 2025. Details below.

The live webcast will be available at:

https://www.investis-live.com/balticclassifieds/69247fcf3b61dc001088e463/gfdds
(https://www.investis-live.com/balticclassifieds/69247fcf3b61dc001088e463/gfdds)

Participants joining via telephone:

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 All other locations                                                      +44 20 3936 2999
 Global Dial-In Numbers
 (https://www.netroadshow.com/conferencing/global-numbers?confId=92500)

Access code: 769943

Press *1 to ask a question, *2 to withdraw your question, or *0 for operator
assistance.

Accessing the telephone replay

A recording will be available until Thursday, 11 December, 2025

 United Kingdom (Toll-free)  +44 808 304 5227
 United Kingdom              +44 20 3936 3001
 United States               +1 845 709 8569
 United States (Toll-free)   +1 855 762 8306
 All other locations         +44 20 3936 3001

Access Code: 609281

 

For media inquiries:

Lina Mačienė

Chief Financial Officer

investorrelations@balticclassifieds.com
(mailto:investorrelations@balticclassifieds.com)

 

About Baltic Classifieds Group PLC

Baltic Classifieds Group PLC ("BCG") is the leading online classifieds group
in the Baltics, which owns and operates fourteen leading vertical and
generalist online classifieds portals in Lithuania, Estonia and Latvia. BCG's
online classifieds portfolio comprises four business lines - Auto, Real
Estate, Jobs & Services and Generalist. In the six months ended 31 October
2025, the Group's portals were visited on average 58 million times a month
(Source: Google Analytics), making the Group one of the largest online
companies in the region (Source: Google Analytics).

The Group listed on the London Stock Exchange in July 2021 and is a member of
the FTSE 250 Index.

For more information, please visit https://balticclassifieds.com/

 

Summary of operating performance in H1 2026

 

Market Context

·      Inflation levels in the Baltic economies continue to be higher than Euro area average. Average prices in the underlying markets of real estate and autos have continued growing driven by increasing wages.

·      The real estate market was very active. A reduction of interest
rates, growing Lithuanian economy, and Estonian economy recovering from a
recessionary phase positively contributed to a 7% increase in the total number
of real estate transactions(1) compared to H1 2025. The average price of
apartments(2) has grown by 4%. Brokers as well as developers are very much
benefiting from both: growing volumes and higher transaction prices.

·      Auto market dynamics differed across our geographies. In
Lithuania, economic growth and lower Euribor rates supported 8% increase in
car transactions(3). Conversely, the introduction of the vehicle transaction
and ownership tax resulted in transactions in Estonia declining by half.

·      The Lithuanian job market continues to show resilience and
adaptability. The unemployment rate has decreased to 7.1% (H1 2025: 7.6%)(4),
but the competition among jobseekers is growing. Companies continue to invest
in the search and selection process to find the right candidates for their
open positions.

·      More people are seeking to find service providers online, leading to the growth in our Services vertical.
·      Generalists continue to serve as an effective marketing tool for our verticals, driving substantial traffic and generating valuable content for our verticals. The competition, primarily from our own vertical platforms, as well as from other marketplaces, has contributed to paid listings decrease on our Generalist(5) platform, but the inventory level, which includes both paid and free ads, stayed at the same level as a year ago.

 

Revenue

Group revenue grew 7% to €44.8 million (H1 2025: €41.8 million).

·      Real Estate business line continued to be a growth champion and
grew 20%. B2C grew 20% and C2C grew 18%.

·      Auto business line revenue was flat year-on-year (see Market
Context above). While B2C kept strong and grew 12%, C2C was more impacted by
market headwinds and therefore declined by 8%.

·      Jobs & Services business line grew 7%. B2C (Jobs) grew 6% and
C2C (mainly Services) grew 12%.

·      Generalist business line, which is largely C2C, grew 4%.

Core classifieds revenue streams, B2C and C2C, are the cornerstone of the
Group's performance, contributing 91% of total revenue (H1 2025: 90%). B2C
accounts for 52% of Group revenue and delivered 13% growth, and C2C,
representing 39%, grew 3%.

The main drivers of revenue growth were the strong base of B2C advertisers,
and the rise in ARPU(6) and yields(6) across all our businesses, driven by our
pricing actions, rising value of underlying assets and higher uptake of more
premium, longer-term packages.

In April and May 2025, at the start of the reporting period, we implemented
C2C pricing and packaging changes across all our platforms, which are
reflected in the reported revenue figures. Later, in September and October
2025, we introduced B2C pricing and packaging updates for the Auto portal in
Lithuania and across all Real Estate and Jobs portals, enhancing our value
proposition. These will contribute more to the second half of the year. B2C
pricing changes for the Auto platform in Estonia have been postponed this
time.

                                           H1 2026                   H1 2025                     Change
 B2C: monthly number of customers
 Auto dealers                                3,712                       3,749                   (1%)
 Real Estate brokers                           5,295                       5,102                 4%
 Jobs(7) companies                             2,441                       2,421                 1%

 C2C: number of active ads
 Auto(8)                                      27,788                    37,650                   (26%)
 Real Estate                                 22,904                      24,182                  (5%)
 Services(7)                                   9,923                      8,967                  11%
 Generalist(5)                             597,709                   597,891                     0%

 C2C: monthly number of listed ads
 Auto(8)                                      18,349                    25,918                   (29%)
 Real Estate                                    8,772                      9,436                 (7%)
 Generalist(5)                                  80,675                    94,951                 (15%)

 B2C: monthly ARPU(6) (€)
 Auto                                             358                        317                 13%
 Real Estate                                       238                        205                16%
 Jobs(7)                                            485                      461                 5%

 C2C: monthly revenue per active ad (€)
 Auto(8)                                             27                        22                24%
 Real Estate                                         31                         25               25%
 Services(7)                                         27                          27              1%

 C2C: revenue per listed ad (€)
 Auto(8)                                             42                         32               29%
 Real Estate                                          82                        64               27%
 Generalist(5)                                         9                          7              26%

 

The performance of B2C customers remains robust across the board:

·      Real estate brokers grew by 4%, driven primarily by small brokers
transitioning to B2C subscriptions rather than placing advertisements as C2C
customers.

·      Auto dealers' number has marginally declined by 1%, driven by the
impact of the car tax in Estonia. Estonian Auto business represents 1/3 of the
Auto business line.

·      The number of Jobs customers grew by 1%, reflecting a potential
in acquiring more long-tail customers.

In C2C, we saw some market headwinds, but higher uptake of more premium
longer-duration packages.

·      Real Estate remained very strong, with a shift toward premium
longer-duration packages, decreasing the need to extend the ad - this has
driven a yield expansion, but resulted in a 7% decline in listed and extended
ads, and 5% fewer active ads due to faster sales.

·      Car transactions in Estonia have dropped (see Market Context
above), while Lithuania recorded 8% increase year-on-year. Market situations
acted as a headwind, pressuring inventory levels - especially when compared
with record levels a year ago. In total, we saw a 29% decline in listed and
26% decline in active car ads.

·      Services kept growing well - we had 11% more of Services active
ads, driven by the growing client base using our platform.

·      Regarding the main Generalist portal, 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. Skelbiu.lt is the 6(th) most visited website in
Lithuania(9) and generates high-quality traffic for our market-leading
verticals through cross-listing. During the first half of a year we recorded a
15% 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 at historic highs.

 

In terms of ARPU in our B2C segment:

·      Real Estate ARPU is up 16% driven by the price and packaging
changes implemented at the end of H1 2025. The changes introduced from
September to October 2024 were aimed at growth in ARPU supported by meaningful
product improvements. This year's annual pricing actions were implemented
during September and October 2025.

·      Auto ARPU is up 13% driven by price and packaging changes
implemented at the end of H1 2025 (September and October 2024) where the
biggest impact came from a new premium package in Lithuania, which includes
car history checks. The most recent price adjustments were made to Auto in
Lithuania at the end of H1 2026 (September and October 2025).

·      Jobs ARPU is up 5% mainly due to pricing changes, including
reduced volume discounts. However, the impact is partially diluted as
companies are less actively advertising than a year ago. Price changes were
implemented on new and renewing customers in September 2024 and were rolling
out to the customers through the 12-month cycle until autumn this year. This
year the new prices were introduced in September 2025, and like last year, are
rolling out to the customers through the 12-month cycle.

In terms of the yields in our C2C segment:

·      We implemented price changes in April and May 2025. As a result
of implemented price changes and advertisers opting in for premium
longer-duration packages, revenue per listed ad increased by 27% in Real
Estate, 29% in Auto and 26% in Generalist.

·      The monthly revenue per active ad in both Real Estate and Auto
increased by 25% and 24% respectively. Services monthly revenue per active ad
was only up 1% mainly due to the change in mix of the advertisers and
increased uptake of longer-duration packages, which are cheaper per month,
diluting revenue per active ad.

Ancillary revenue, which accounts for 5% of the revenue and is primarily
derived from Auto financial intermediation, declined by 8% this half-year as
it was also directly impacted by the decreased number of auto market
transactions in Estonia.

Advertising revenue represents 4% of total revenue and was broadly flat
year-on-year.

 

Operating costs

Operating costs before depreciation and amortisation increased by 8% to €9.7
million (H1 2025: €8.9 million).

 € million                                                H1 2026  H1 2025  Change
 Labour costs                                             6.4      6.1      5%
 Advertising and marketing costs                          0.6      0.5      14%
 IT costs                                                 0.5      0.4      13%
 Other costs                                              2.2      1.9      17%
 Operating costs excluding depreciation and amortisation  9.7      8.9      8%
 Depreciation and amortisation                            4.1      6.5      (37%)
 Operating costs                                          13.8     15.5     (11%)

The majority of our operating costs are people costs. It represents 14% of
Group revenue and two thirds of operating costs if excluding depreciation and
amortisation.

Investment in our people increased by 5% to €6.4 million (H1 2025: €6.1
million). BCG team has remained broadly the same - the number of full-time
employees (FTEs) reduced by 2 to 154 FTEs if compared to the end of the year
2025. If we compare to H1 2025, our team grew by 6% to on average of 153 FTEs
(H1 2025: 144 FTEs). In addition to team expansion, most of the increase in
personnel costs was driven by annual salary reviews, reflecting the wage
inflation trends observed in the Baltics, partially offset by the reduction in
share-based payment expenses, which amounted to €0.5 million (H1 2025:
€1.0 million), reflecting a decrease of 48%.

Our marketing costs amount to slightly more than 1% of revenue. As a portfolio
of brands, we optimise marketing expenses by leveraging our own websites for
advertising, minimising the need for external service providers. This is
particularly advantageous due to our ownership of Skelbiu.lt, Lithuania's
leading generalist platform. Ranking as the one of the most visited sites in
Lithuania and featuring strong vertical categories, Skelbiu.lt drives
high-quality traffic to our market-leading vertical platforms through
cross-listing.

The third-party IT service costs are representing 1% of revenue, and other
general administrative expenses account for 5% of revenue. Data acquisition
costs for our data products (e.g., car history checks), recorded under other
expenses, were the main driver of the cost line increase.

In July 2024 and January 2025, the intangible assets related to business
client relationships acquired in 2020 with a five-year useful life, were fully
amortised. As a result, in H1 2026 we had a significant decrease in
depreciation and amortisation costs.

 

Net finance expense

Our finance costs mainly comprise interest costs (1.75% margin plus Euribor)
in the amount of €0.6 million (H1 2025: €1.4 million) and commitment fees
relating to €10.0 million unsecured and undrawn Revolving Credit Facility
("RCF"). This was partly offset by interest receivable on cash held in banks
of €0.1 million (H1 2025: €0.1 million).

 

Transitioning from a net debt to a net cash position

During H1 2026, €10.0 million of the existing debt has been voluntarily
repaid. We have transitioned to a net cash(10) position during the reporting
period, from a leverage(10) ratio of 0.1x at the end of April 2025. Net
cash(10) at the end of the period was €5.1 million (2025: net debt(10) of
€3.6 million).

 € million                     31-Oct-25    30-Apr-25
 Bank loan principal amount    (15.0)          (25.0)
 Customer credit balances(11)  (2.3)          (2.2)
 Total debt                       (17.3)         (27.2)
 Cash                          22.4         23.6
 Net cash/(debt)               5.1                (3.6)
 EBITDA(10) LTM                66.7               64.4
 Leverage                      -            0.1x

 

Tax

The Group tax charge of €4.1 million (H1 2025: €3.3 million) represented
an effective tax rate of 13% (H1 2025: 13%). The Group tax charge is a net of:

·      current tax expense of €4.2 million (H1 2025: €3.7 million);
and

·      change in deferred tax which is positive €0.1 million (H1 2025:
€0.4 million) and mainly consists of deferred tax from acquired intangibles.

 

Profitability and Alternative Performance Measures

The Group has identified certain Alternative Performance Measures ("APMs")
that it believes provide additional useful information on the performance of
the Group. These APMs are not defined within IFRS and are not considered to be
a substitute for, or superior to, IFRS measures. These APMs may not be
necessarily comparable to similarly titled measures used by other companies.

Directors use these APMs alongside IFRS measures when budgeting and planning,
and when reviewing business performance.

For APM descriptions and reconciliations to IFRS measures, see note 3 to
Condensed Interim Financial Statements.

 € million                                                           H1 2026  H1 2025  Change
 EBITDA                                                              35.2     32.9     7%
 EBITDA margin %                                                     78%      79%      0% pt

 Depreciation and amortisation                                       (4.1)    (6.5)    (37%)
 Operating Profit                                                    31.1     26.4     18%

 Add back: amortisation of acquired intangibles                      3.7      6.2      (40%)
 Adjusted Operating Profit                                           34.8     32.5     7%

 Net finance costs                                                   (0.6)    (1.4)    (60%)
 Profit before tax                                                   30.5     25.0     22%

 Income tax expense                                                  (4.1)    (3.3)    24%
 Profit for the period                                               26.4     21.7     22%

 Add back: deferred tax impact of acquired intangibles amortisation  (0.1)    (0.3)    (77%)
 Adjusted net income                                                 30.1     27.6     9%

 Basic EPS (€ cents)                                                 5.5      4.5      22%
 Adjusted basic EPS (€ cents)                                        6.3      5.7      10%

 

This half year there were no add-backs to our EBITDA. Our EBITDA grew 7% to
€35.2 million (H1 2025: €32.9 million). With revenue growing at a similar
pace, the EBITDA margin maintained at 78% (H1 2025: 79%).

Adjusted operating profit grew to €34.8 million (H1 2025: €32.5 million)
and reported operating profit was €31.1 million (H1 2025: €26.4 million).

BCG intends to return one third of adjusted net income each year via an
interim and final dividend. For this purpose, we show amortisation of acquired
intangibles and the tax effect on it together with the adjusting items in the
table above. Adjusted net income grew 9% and reached €30.1 million (H1 2025:
€27.6 million). Profit for the period grew to €26.4 million (H1 2025:
€21.7 million).

 

Earnings per Share ("EPS")

Basic EPS was 5.5 € cents based on the weighted average number of shares of
480,888,830 (H1 2025: 4.5 € cents based on weighted average number of shares
of 482,734,472). Similarly to last half year, there was limited dilution
effect on EPS from the employee share arrangements.

Adjusted basic EPS grew 10% and was 6.3 € cents (H1 2025: 5.7 € cents).

 

Cash flow and cash conversion

Cash generated from operating activities grew 4% (from €34.2 million in H1
2025 to €35.7 million). Cash conversion(10) was maintained at 99% (H1 2025:
99%). Net cash inflow from operating activities (business generated cash after
corporate income tax and net interest payments) grew 7% to €30.6 million (H1
2025: €28.5 million).

 

Capital allocation

Net cash generated from operating activities was allocated during H1 2026 to
the following:

·      Paying the final dividend for the year 2025 of 2.6 € cents per
share in October 2025, totalling €12.5 million (the final dividend for the
year 2024, paid in H1 2025 was 2.1 € cents per share, totalling €10.1
million).

·      Reducing the loan liability by partially paying down the debt in
the amount of €10.0 million (H1 2025: €5.0 million).

·      Buying back Company shares for cancellation for €6.4 million
(H1 2025: €13.5 million).

The capital allocation policy remains unchanged. We intend to continue to
return meaningfully all our excess cash to shareholders in a timely manner, of
which at least one third will be through dividends, and a preference for the
remainder through share buybacks.

We intend to return one third of adjusted net income each year via an interim
and final dividend, split approximately one third and two thirds,
respectively. The interim dividend for the year 2026 will be paid on 23
January 2026 to members on the register on 12 December 2025. Dividends are
declared and paid in euro. Shareholders can elect to have dividends paid in
British pounds sterling. Currency election deadline for 2026 interim dividend
is 2 January 2026.

We will continue considering value-creating M&A opportunities. All options
for financing attractive acquisition opportunities remain open, including
using debt, our cash, and even seeking additional equity capital.

We also intend to keep our capital policy under review and may revise it from
time to time.

 

Going concern

The Group generated significant cash from operations during the period. As of
31 October 2025, the Group had not drawn down any of the €10.0 million
unsecured RCF and had cash balances of €22.4 million. The €10.0 million
RCF is committed until July 2026. As such, given the strong cash position and
generation, the directors believe the continued use of the going concern
assumption is appropriate.

 

1 Source: State Enterprise Centre of Registers Lithuania, Land Register
Latvia, Land Board Estonia.

2 Average apartment prices based on apartment prices in Vilnius, Riga and
Tallinn in calendar half years. Source: Swedbank (prices per square metre).

3 Source: State Enterprise Regitra and Autotyrimai for Lithuania; Maanteeamet
for Estonia.

4 Unemployment in calendar half years. Source: The Department of Statistics of
Lithuania.

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 change in average monthly revenue per active C2C ad (in
Auto, Real Estate, Services), per C2C listed ad (in Auto, Real Estate,
Generalist) or ARPU in B2C. ARPU is monthly average revenue per user (in Auto
- per dealer, in Real Estate - per broker, in Jobs - per company).

7 In Jobs & Services business line B2C revenue comes from Jobs only; C2C
revenue principally comes from Services portals, therefore only Services
platforms' information is presented.

8 Car ads only (excluding ads of vehicle parts, vehicles other than cars and
other categories).

9 Source: Similarweb.

10 Alternative performance measure, see note 3 to Condensed Interim Financial
Statements for further details.

11 Customer credit balances relate to amounts held by customers in e-wallets
and are included within trade and other payables as well as cash and cash
equivalents.

 

 

Principal risks and uncertainties

Geopolitical risk

Further escalation of geopolitical tensions in the region, particularly
stemming from the ongoing war in Ukraine, could affect consumer and investor
sentiment in the Baltic countries. This may result in reduced consumer
confidence, lower spending or investment, disruptions to supply chains, and
volatility in capital markets.

Political and macroeconomic situation

Economic conditions (whether due to economic cycle or supply chain disruption)
could lead to a retraction in the underlying markets, a reduction in stock,
consumer wallets and a reduction in advertisers' budgets or appetite to spend,
which all have the potential to reduce revenue. Economic conditions can also
impact the cost pressures (such as wage growth, price inflation, interest
rates, etc.).

Disruption to our customer and/or supplier operations

Disruptions to the operations of the Group's customers and suppliers in their
day-to-day business may affect the Group's ability to achieve desired results.

Competition

The Group may face new competition in existing markets or in new areas of
activity. Additionally, changes in technology, including AI, or consumer
behaviour can influence how people search for cars, real estate, jobs or
general products, potentially leading to a loss of consumer audience. There is
also a risk of new entrants with innovative business models, such as offering
services for free, impacting the Group's audience, content and revenue.
Furthermore, as the Group diversifies into new and adjacent markets, the
competitive landscape widens.

Laws & regulations

The Group is subject to competition and antitrust laws, which may limit the
market power, pricing or other actions of any portal within the Group.

Companies can be subject to legal action, investigations and proceedings by
national and supranational competition and antitrust authorities, as well as
claims from clients and business partners for alleged infringements of
competition and antitrust laws. These actions could result in fines, other
forms of liability or damage to the companies' reputation. Additionally, such
laws and regulations could limit or prohibit the ability to grow in certain
markets.

Future acquisitions by the Group could be affected by applicable antitrust
laws and may be unsuccessful if the required approvals from competition
authorities are not obtained.

Taxation

The Group operates across multiple jurisdictions with differing and evolving
taxation regimes. Changes in broad-based taxes, such as corporate income tax
or value added tax, could materially affect profits and cash flows. In
addition, the introduction or increase of sector-specific taxes, such as those
on motor vehicles or real estate, could influence consumer behaviour and,
consequently, demand for the Group's services.

Technology

Cyber-attacks

The Group is at greater risk from cyber threats due to its large scale and
prominence. As the business is entirely dependent on information technology to
provide its services, successful attacks have the potential to directly impact
revenue.

Major data breach

A cyber-attack or internal failure, resulting in disabling of platforms or
systems, or a major data breach, could adversely impact the Group's
reputation, erode trust and lead to a loss of revenue and/or profits. Data
breaches, a common form of cyber-attack, can have a significant negative
business impact and often arise from insufficiently protected data.

Disruption to availability of services

The availability and reliability of services for the Group's customers are of
paramount importance. Any downtime or disruption to consumer or advertiser
services can adversely impact the business through customer complaints,
credits, decreased consumer usage, and potential reputational damage.

Therefore, the availability of third-party services, such as internet
provision and mobile communication, which are essential for using the Group's
services, is also crucial.

Acquisition risk

The Group might make an unsuccessful acquisition or face challenges in
integrating an acquisition, which could lead to reduced profits and impairment
charge.

Climate change

From a long-term perspective, the Group is subject to physical climate risks,
directly related to climate change, and transitional climate risks, which may
arise due to transitioning to a lower-carbon economy. Increased severity of
extreme weather events due to accelerating global warming may result in
disruption to provision of services from our service providers, affect the
availability of websites and change commercial customers' behaviour.

New regulations relating to the reduction of carbon emissions and increasing
climate change awareness may affect the Group's operations and the volume of
listings and encourage us to adapt our business to the new regulations and
changing market tendencies.

 

Forward-looking statement

Certain statements in this results announcement and update on trading
constitute forward-looking statements. Any statement in this document that is
not a statement of historical fact including, without limitation, those
regarding the Company's future plans and expectations, operations, financial
performance, financial condition and business is a forward-looking statement.
Such forward-looking statements are subject to known and unknown risks and
uncertainties that may cause actual results to differ materially. These risks
and uncertainties include, among other factors, changing economic, financial,
business or other market conditions. These and other factors could adversely
affect the outcome and financial effects of the plans and events described in
this statement. As a result, you are cautioned not to place reliance on such
forward-looking statements. Nothing in this statement should be construed as a
profit forecast.

 

Responsibility statement of the directors in respect of the half yearly financial report

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted for use in the UK;

• the interim management report includes a fair review of the information
required by Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority ("DTR") 4.2.7R and 4.2.8R namely:

(a)   an indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed set of
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and

(b)   related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the entity during that period; and any
changes in the related party transactions described in Annual report and
Accounts 2025 that could do so.

 Justinas Šimkus           Lina Mačienė

 Chief Executive Officer   Chief Financial Officer

 4 December 2025           4 December 2025

 

 

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 31 October 2025
                                            Notes  6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                   (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                           (€ thousands)

 Revenue                                    4      44,838                              41,829                              82,811
 Other income                                      3                                   6                                   6
 Expenses                                   5      (13,754)                            (15,466)                            (29,323)
 Operating profit                                  31,087                              26,369                              53,494

 Finance income                             6      96                                  130                                 265
 Finance expenses                           6      (654)                               (1,515)                             (2,659)
 Net finance costs                                 (558)                               (1,385)                             (2,394)

 Profit before tax                                 30,529                              24,984                              51,100

 Income tax expense                         7      (4,094)                             (3,299)                             (6,344)
 Profit for the period                             26,435                              21,685                              44,756
 Other comprehensive income                        -                                   -                                   -
 Total comprehensive income for the period         26,435                              21,685                              44,756
 Attributable to:
 Owners of the Company                             26,435                              21,685                              44,756

 Earnings per share (€ cents)
 Basic and diluted                          8      5.5                                 4.5                                 9.3

 

Condensed Consolidated Interim Statement of Financial Position
At 31 October 2025
                                       Notes  31 October 2025       31 October 2024       30 April 2025

                                              (€ thousands)         (€ thousands)         (€ thousands)
 Assets
 Property, plant and equipment                705                   683                   550
 Intangible assets and goodwill        9      356,261               363,078               360,049
 Right-of-use assets                          1,819                 999                   868
 Non-current assets                           358,785               364,760               361,467

 Trade and other receivables           10     5,245                 4,914                 4,740
 Cash and cash equivalents                    22,396                21,713                23,606
 Current assets                               27,641                26,627                28,346

 Total assets                                 386,426               391,387               389,813

 Equity
 Share capital                         11     5,623                 5,636                 5,636
 Own shares held                       12     (6,949)               (6,560)               (6,560)
 Capital reorganisation reserve               (286,904)             (286,904)             (286,904)
 Capital redemption reserve                   199                   186                   186
 Retained earnings                            642,708               618,516               636,645
 Total equity                                 354,677               330,874               349,003

 Loans and borrowings                  14     1,350                 45,016                25,090
 Deferred tax liabilities                     2,083                 2,495                 2,211
 Non-current liabilities                      3,433                 47,511                27,301

 Current tax liabilities                      960                   1,124                 1,490
 Loans and borrowings                  14     15,098                313                   270
 Trade and other payables              15     6,711                 6,226                 6,341
 Contract liabilities and prepayments         5,547                 5,339                 5,408
 Current liabilities                          28,316                13,002                13,509

 Total liabilities                            31,749                60,513                40,810

 Total equity and liabilities                 386,426               391,387               389,813

 

Condensed Consolidated Interim Statement of Changes in Equity
For the six months ended 31 October 2025
                                                Notes  Share             Own shares held   Capital reorganisation reserve  Capital redemption reserve  Retained earnings  Total

                                                       capital           (€ thousands)     (€ thousands)                   (€ thousands)               (€ thousands)      equity

                                                       (€ thousands)                                                                                                      (€ thousands)

 Balance at 30 April 2024                              5,690             (5,854)           (286,904)                       132                         621,090            334,154
 Profit for the period                                 -                 -                 -                               -                           21,685             21,685
 Other comprehensive income                            -                 -                 -                               -                           -                  -
 Total comprehensive income                            -                 -                 -                               -                           21,685             21,685
 Transactions with owners:
 Share-based payments                           18     -                 -                 -                               -                           1,044              1,044
 Exercise of employee share options             12     -                 1,657             -                               -                           (1,645)            12
 Purchase of shares for performance share plan  12     -                 (2,363)           -                               -                           -                  (2,363)
 Purchase of shares for cancellation            11     (54)              -                 -                               54                          (13,553)           (13,553)
 Dividends                                      13     -                 -                 -                               -                           (10,105)           (10,105)
 Balance at 31 October 2024                            5,636             (6,560)           (286,904)                       186                         618,516            330,874

 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                           18     -                 -                 -                               -                           1,877              1,877
 Exercise of employee share options             12     -                 1,657             -                               -                           (1,645)            12
 Purchase of shares for performance share plan  12     -                 (2,363)           -                               -                           -                  (2,363)
 Purchase of shares for cancellation            11     (54)              -                 -                               54                          (13,553)           (13,553)
 Dividends                                      13     -                 -                 -                               -                           (15,880)           (15,880)
 Balance at 30 April 2025                              5,636             (6,560)           (286,904)                       186                         636,645            349,003

 Balance at 30 April 2025                              5,636             (6,560)           (286,904)                       186                         636,645            349,003
 Profit for the period                                 -                 -                 -                               -                           26,435             26,435
 Other comprehensive income                            -                 -                 -                               -                           -                  -
 Total comprehensive income                            -                 -                 -                               -                           26,435             26,435
 Transactions with owners:
 Share-based payments                           18     -                 -                 -                               -                           542                542
 Exercise of employee share options             12     -                 2,030             -                               -                           (2,016)            14
 Purchase of shares for performance share plan  12     -                 (2,419)           -                               -                           -                  (2,419)
 Purchase of shares for cancellation            11     (13)              -                 -                               13                          (6,396)            (6,396)
 Dividends                                      13     -                 -                 -                               -                           (12,502)           (12,502)
 Balance at 31 October 2025                            5,623             (6,949)           (286,904)                       199                         642,708            354,677

 

Condensed Consolidated Interim Statement of Cash Flows

For the six months ended 31 October 2025
                                                                      Notes  6 months ended        6 months ended        Year ended

                                                                             31 October 2025       31 October 2024       30 April 2025

                                                                             (€ thousands)         (€ thousands)         (€ thousands)
 Cash flows from operating activities
 Profit for the period                                                       26,435                21,685                44,756

 Adjustments for:
 Depreciation and amortisation                                        5      4,098                 6,545                 10,888
 (Profit)/loss on property, plant and equipment disposals                    (1)                   4                     4
 Taxation                                                             7      4,094                 3,299                 6,344
 Net finance costs                                                    6      558                   1,385                 2,394
 Share-based payments                                                 18     542                   1,044                 1,877

 Working capital adjustments:
 Increase in trade and other receivables                                     (518)                 (441)                 (294)
 Increase in trade and other payables                                        370                   164                   293
 Increase in contract liabilities and prepayments                            139                   506                   575
 Cash generated from operating activities                                    35,717                34,191                66,837
 Corporate income tax paid                                                   (4,752)               (4,462)               (7,426)
 Interest received                                                           95                    125                   264
 Interest and commitment fees paid                                           (432)                 (1,332)               (2,308)
 Net cash inflow from operating activities                                   30,628                28,522                57,367

 Cash flows from investing activities
 Acquisition of intangible assets and property, plant and equipment          (386)                 (309)                 (353)
 Proceeds from sale of property, plant and equipment                         1                     -                     -
 Acquisition of business                                                     -                     -                     (1,000)
 Net cash used in investing activities                                       (385)                 (309)                 (1,353)

 Cash flows from financing activities
 Repayment of loans and borrowings                                           (10,000)              (5,000)               (25,000)
 Payment of lease liabilities                                                (138)                 (132)                 (265)
 Purchase of own shares for cancellation                              11     (6,396)               (13,764)              (13,764)
 Purchase of own shares for performance share plan                    12     (2,419)               (2,363)               (2,363)
 Proceeds from exercise of share options                              12     14                    12                    12
 Dividends paid                                                       13     (12,502)              (10,105)              (15,880)
 Net cash used in financing activities                                       (31,441)              (31,352)              (57,260)

 Net cash outflow from operating, investing and financing activities         (1,198)               (3,139)               (1,246)
 Differences on exchange                                                     (12)                  (5)                   (5)
 Net decrease in cash and cash equivalents                                   (1,210)               (3,144)               (1,251)
 Cash and cash equivalents at the beginning of the period                    23,606                24,857                24,857
 Cash and cash equivalents at the end of the period                          22,396                21,713                23,606

 

1.   General information

Baltic Classifieds Group PLC (the "Company") is a public limited company
incorporated and domiciled in the United Kingdom and its registered office is
Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH
(Company no. 13357598). The condensed consolidated interim financial
statements as at, and for the six months ended, 31 October 2025 comprise the
Company and its subsidiaries (together referred to as the "Group"). The
principal business of the Group is operating leading online classifieds
portals for auto, real estate, jobs and services, and general merchandise in
the Baltics.

 

2.   Principles of preparation of condensed consolidated interim financial
statements

This condensed set of financial statements, which is unaudited, has been
prepared in accordance with IAS 34 Interim Financial Reporting as adopted in
the UK and the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority.

The annual financial statements of the Group are prepared in accordance with
UK-adopted international accounting standards and also comply with IFRS
adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the
European Union. As required by the Disclosure Guidance and Transparency Rules
of the Financial Conduct Authority, the condensed set of financial statements
has been prepared by applying accounting policies and presentation that were
applied in the preparation of the Company's published consolidated financial
statements for the year ended 30 April 2025.

The information for the year ended 30 April 2025 does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for that year has been delivered to the Registrar of
Companies. The auditor has reported on those accounts; their report (i) was
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

Use of estimates and judgments

The preparation of the condensed consolidated interim financial statements, in
accordance with UK-adopted IFRS, requires management to make judgments,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised or in any future periods affected.

In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 30 April 2025.

Going concern

The Directors have made an assessment of the Group's ability to continue as a
going concern covering a period of at least 12 months from the date of
approval of these condensed consolidated interim financial statements and has
a reasonable expectation that the Group has adequate resources to continue in
operational existence over this period.

The Group meets its day-to-day working capital requirements from cash
balances, if needed the Group also has access to a revolving credit facility
that amounts to €10,000 thousand and is available until July 2026. As at 31
October 2025, no amounts of the revolving credit facility were drawn down.

The Group has a bank loan which matures in July 2026 and its availability is
subject to continued compliance with certain covenants, it becomes repayable
on demand in the case of a change in control. The Group voluntarily repaid
€10,000 thousand of the loan during the six months ended 31 October 2025,
the outstanding balance at the period end amounts to €15,000 thousand. In
addition, the Company has bought-back its own shares for €6,396 thousand and
paid a dividend comprising €12,502 thousand of cash. The Group had cash
balances of €22,396 thousand at the period end.

When assessing the going concern of the Group, the directors have reviewed the
year-to-date financial information. During the six months ended 31 October
2025 the Group has earned a profit of €26,435 thousand and generated a net
operating cash inflow of €30,628 thousand. The Directors also reviewed
detailed financial forecasts for the period ending 12 months from the date of
approval of these condensed consolidated interim financial statements. The
assumptions used in the financial forecasts are based on the Group's
historical performance and the Directors' experience of the industry.

The Directors considered severe but plausible downside scenarios taking into
account the impact of any major data breach, adverse changes to the
competitive environment and a continuing geopolitical tension in the
neighbouring countries, and their effect on revenues and costs. In all
scenarios considered a positive liquidity and covenants headroom is maintained
during the 12 months after signing the half year report. The stress testing
indicates that, the Group will comply with its debt covenants and have
sufficient funds, to meet its liabilities as they fall due for the assessment
period.

Consequently, the Directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as they fall due for at least 12
months from the date of approval of these condensed consolidated interim
financial statements and therefore have prepared these condensed consolidated
interim financial statements on a going concern basis.

 

3.   Alternative performance measures (APMs)

In the analysis of the Group's financial performance, certain information
disclosed in the financial statements may be prepared on a non-GAAP basis or
has been derived from amounts calculated in accordance with IFRS but are not
themselves an expressly permitted GAAP measure. These measures are reported in
line with the way in which financial information is analysed by management and
designed to increase comparability of the Group's year-on-year financial
position, based on its operational activity. These measures are not designed
to be a substitute for any of the IFRS measures of performance and may not be
directly comparable with other companies' alternative performance measures.
The key alternative performance measures presented by the Group are:

·      Adjusted operating profit, which is operating profit after adding
back acquired intangibles amortisation. This measure helps to provide an
indication of the Group's ongoing business performance.

·      EBITDA, which is operating profit after adding back depreciation
and amortisation. This measure is used internally to assess business
performance and in budgeting and forecasting.

·      EBITDA margin, which is EBITDA as a percentage of revenue.
Progression in EBITDA margin is an important indicator of the Group's
operating efficiency.

·      Adjusted net income, which is profit for the period after adding
back post-tax impact of acquired intangibles amortisation. It is used to
arrive at adjusted basic EPS and in applying the Group's capital allocation
policy.

·      Adjusted basic EPS, which is adjusted net income divided by the
weighted average number of ordinary shares in issue. This measure helps to
provide an indication of the Group's ongoing business performance.

·      Net cash/debt, which is calculated as the difference between
total debt (bank loans principal and Osta.ee customer credit balances) and
cash and cash equivalents. Net debt is used to arrive at the leverage ratio.

·      Leverage, which is calculated as net debt divided by EBITDA over
the last twelve months (LTM). This measure is used in assessing covenant
compliance for the Group's loan facility which includes a total leverage ratio
covenant (see note 14).

·      Cash conversion, which is EBITDA after deducting acquisition of
intangible assets and property, plant and equipment as a percentage of EBITDA.
This measure is used to monitor the Group's operational efficiency.

 

Reconciliation of alternative performance measures

Adjusted operating profit

                                    6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                    (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                            (€ thousands)
 Operating profit                   31,087                              26,369                              53,494
 Acquired intangibles amortisation  3,734                               6,178                               10,149
 Adjusted operating profit          34,821                              32,547                              63,643

 

EBITDA

                                   6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended 30 April 2025

                                   (€ thousands)                       (€ thousands)                       (€ thousands)
 Operating profit                  31,087                              26,369                              53,494
 Depreciation and amortisation(1)  4,098                               6,545                               10,888
 EBITDA                            35,185                              32,914                              64,382
 EBITDA margin                     78%                                 79%                                 78%

1 Including acquired intangibles amortisation of €3,734 thousand (€6,178
thousand in the six months ended 31 October 2024 and €10,149 thousand in the
year ended 30 April 2025).

 

Adjusted net income

                                                           6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                           (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                                   (€ thousands)
 Profit for the period                                     26,435                              21,685                              44,756
 Acquired intangibles amortisation                         3,734                               6,178                               10,149
 Deferred tax effect of acquired intangibles amortisation  (70)                                (304)                               (518)
 Adjusted net income                                       30,099                              27,559                              54,387

 

Adjusted basic EPS

                                                      6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                                                                                              30 April 2025
 Adjusted net income (€ thousands)                    30,099                              27,559                              54,387
 Weighted average number of ordinary shares (note 8)  480,888,830                         482,734,472                         481,981,128
 Adjusted basic EPS (€ cents)                         6.26                                5.71                                11.3

 

Net cash/debt

                                     31 October 2025       31 October 2024       30 April 2025

                                     (€ thousands)         (€ thousands)         (€ thousands)
 Bank loan principal amount          (15,000)              (45,000)              (25,000)
 Customer credit balances (note 15)  (2,340)               (2,269)               (2,189)
 Total debt                          (17,340)              (47,269)              (27,189)
 Cash and cash equivalents           22,396                21,713                23,606
 Net cash/(debt)                     5,056                 (25,556)              (3,583)

 

Leverage

                       31 October 2025       31 October 2024       30 April 2025

                       (€ thousands)         (€ thousands)         (€ thousands)
 Net cash/(debt)       5,056                 (25,556)              (3,583)
 EBITDA (LTM)          66,653                60,357                64,382
 Total leverage ratio  -                     0.42                  0.06

 

Cash conversion

                                                                     6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                                     (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                                             (€ thousands)
 EBITDA                                                              35,185                              32,914                              64,382
 Acquisition of intangible assets and property, plant and equipment  (386)                               (309)                               (353)
                                                                     34,799                              32,605                              64,029
 Cash conversion                                                     99%                                 99%                                 99%

 

4.   Revenue

In the following tables, revenue from contracts with customers is
disaggregated by primary geographical markets, key revenue streams and revenue
by business lines.

 Primary geographic markets  6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                             (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                     (€ thousands)
 Lithuania                   32,874                              29,278                              58,553
 Estonia                     11,071                              11,742                              22,606
 Latvia                      893                                 809                                 1,652
 Total                       44,838                              41,829                              82,811

 Key revenue streams         6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                             (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                     (€ thousands)
 Listings revenue            40,676                              37,464                              74,512
  - Listings revenue: B2C    23,412                              20,765                              42,393
  - Listings revenue: C2C    17,264                              16,699                              32,119
 Ancillary revenue(1)        2,174                               2,353                               4,403
 Advertising revenue         1,988                               2,012                               3,896
 Total                       44,838                              41,829                              82,811

 Revenue by business lines   6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                             (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                     (€ thousands)
 Auto                        16,003                              16,024                              31,392
  - Listings revenue: B2C    7,976                               7,130                               14,899
  - Listings revenue: C2C    5,692                               6,160                               11,496
  - Ancillary revenue        1,926                               2,239                               4,070
  - Advertising revenue      409                                 495                                 927

 Real Estate                 13,152                              11,004                              22,248
  - Listings revenue: B2C    7,559                               6,290                               13,295
  - Listings revenue: C2C    4,296                               3,634                               6,748
  - Ancillary revenue        132                                 25                                  101
  - Advertising revenue      1,165                               1,055                               2,104

 Jobs & Services             8,851                               8,241                               15,955
  - Listings revenue: B2C    7,108                               6,698                               12,732
  - Listings revenue: C2C    1,700                               1,511                               3,152
  - Ancillary revenue        -                                      -                                -
  - Advertising revenue      43                                  32                                  71

 Generalist                  6,832                               6,560                               13,216
  - Listings revenue: B2C    769                                 647                                 1,467
  - Listings revenue: C2C    5,576                               5,394                               10,723
  - Ancillary revenue        116                                 89                                  232
  - Advertising revenue      371                                 430                                 794

 Total                       44,838                              41,829                              82,811

1 Ancillary revenue includes revenue from financial intermediation,
subscription services and other. Financial intermediation revenue accounts for
75% of the total ancillary revenue for the six months ended 31 October 2025
(86% for the six months ended 31 October 2024 and 83% for the year ended 30
April 2025).

 

5.   Operating profit

                                                           6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                           (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                                   (€ thousands)
 Operating profit is after charging the following:
 Labour costs                                              (6,406)                             (6,115)                             (12,570)
 Depreciation and amortisation                             (4,098)                             (6,545)                             (10,888)
 Advertising and marketing costs                           (573)                               (503)                               (1,106)
 IT costs                                                  (470)                               (416)                               (864)
 Impairment loss on trade receivables and contract assets  (5)                                 (2)                                 (43)
 Other costs                                               (2,202)                             (1,885)                             (3,852)
                                                           (13,754)                            (15,466)                            (29,323)

 

6.   Net finance costs

                                                 6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                 (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                         (€ thousands)
 Interest income                                 96                                  130                                 265
 Total finance income                            96                                  130                                 265

 Interest expenses                               (579)                               (1,445)                             (2,526)
 Commitment and agency fees                      (40)                                (40)                                (79)
 Other financial expenses                        (13)                                (5)                                 (8)
 Interest unwind on lease liabilities            (22)                                (25)                                (46)
 Total finance expenses                          (654)                               (1,515)                             (2,659)

 Net finance costs recognised in profit or loss  (558)                               (1,385)                             (2,394)

 

7.   Income taxes

                                               6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                               (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                                       (€ thousands)
 Current tax expense
 Current year                                  (4,200)                             (3,678)                             (7,007)
 Adjustments for current tax of prior periods  (22)                                -                                   -
 Deferred tax expense
 Change in deferred tax(1)                     128                                 379                                 663
 Tax expense                                   (4,094)                             (3,299)                             (6,344)

1 Six months ended 31 October 2025 amount includes €158 thousand of
adjustments relating to changes in tax rates (€188 thousand for six months
ended 31 October 2024 and €138 thousand the year ended 30 April 2025).

 

8.   Earnings per share

                                                           6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                                                                                                   30 April 2025

 Weighted average number of shares outstanding             480,888,830                         482,734,472                         481,981,128
 Dilution effect on the weighted average number of shares  467,146                             479,522                             1,404,187
 Diluted weighted average number of shares outstanding     481,355,976                         483,213,994                         483,385,315
 Profit for the period (€ thousands)                       26,435                              21,685                              44,756
 Basic earnings per share (€ cents)                        5.5                                 4.5                                 9.3
 Diluted earnings per share (€ cents)                      5.5                                 4.5                                 9.3

In calculating diluted EPS, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all potentially dilutive shares. The
Group's potentially dilutive instruments are in respect of share-based
incentives granted to employees. Options under the Performance Share Plan (see
note 18) are contingently issuable shares and are therefore only included
within the calculation of diluted EPS if the performance conditions are
satisfied.

The reconciliation of the weighted average number of shares is provided below:

 

                                                                   6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                                                                                                           30 April 2025
                                                                   Number of shares                    Number of shares                    Number of shares
 Issued ordinary shares at 1 May less ordinary shares held by EBT  481,215,298                         485,588,745                         485,588,745
 Weighted effect of ordinary shares purchased by EBT               (267,391)                           (465,217)                           (631,233)
 Weighted effect of share-based incentives exercised               728,707                             536,821                             775,583
 Weighted effect of own shares purchased for cancellation          (787,784)                           (2,925,877)                         (3,751,967)
 Weighted average number of ordinary shares                        480,888,830                         482,734,472                         481,981,128

 

9.   Intangible assets and goodwill

                                         Goodwill          Trademarks and domains  Relationships with clients  Other intangible assets  Total

                                         (€ thousands)     (€ thousands)           (€ thousands)               (€ thousands)            (€ thousands)
 Cost
 Balance at 30 April 2024                329,961           63,340                  50,960                      1,246                    445,507
 Additions                               -                 15                      -                           -                        15
 Balance at 31 October 2024              329,961           63,355                  50,960                      1,246                    445,522

 Balance at 30 April 2024                329,961           63,340                  50,960                      1,246                    445,507
 Acquired through business combinations  -                 700                     300                         -                        1,000
 Acquisitions                            -                 15                      -                           -                        15
 Disposals                               -                 -                       -                           (22)                     (22)
 Balance at 30 April 2025                329,961           64,055                  51,260                      1,224                    446,500

 Balance at 30 April 2025                329,961           64,055                  51,260                      1,224                    446,500
 Additions                               -                 -                       -                           -                        -
 Balance at 31 October 2025              329,961           64,055                  51,260                      1,224                    446,500

 Accumulated amortisation and impairment losses
 Balance at 30 April 2024                -                 29,682                  45,696                      830                      76,208
 Amortisation                            -                 3,167                   3,011                       58                       6,236
 Balance at 31 October 2024              -                 32,849                  48,707                      888                      82,444

 Balance at 30 April 2024                -                 29,682                  45,696                      830                      76,208
 Amortisation                            -                 6,340                   3,809                       116                      10,265
 Disposals                               -                 -                       -                           (22)                     (22)
 Balance at 30 April 2025                -                 36,022                  49,505                      924                      86,451

 Balance at 30 April 2025                -                 36,022                  49,505                      924                      86,451
 Amortisation                            -                 3,202                   532                         54                       3,788
 Balance at 31 October 2025              -                 39,224                  50,037                      978                      90,239

 Carrying amounts
 Balance at 30 April 2024                329,961           33,658                  5,264                       416                      369,299
 Balance at 31 October 2024              329,961           30,506                  2,253                       358                      363,078
 Balance at 30 April 2025                329,961           28,033                  1,755                       300                      360,049
 Balance at 31 October 2025              329,961           24,831                  1,223                       246                      356,261

 

10.        Trade and other receivables

                                            31 October 2025       31 October 2024       30 April 2025

                                            (€ thousands)         (€ thousands)         (€ thousands)
 Trade receivables                          4,542                 4,419                 4,280
 Expected credit loss on trade receivables  (56)                  (50)                  (52)
 Prepayments                                507                   298                   244
 Other short-term receivables               252                   247                   268
 Total                                      5,245                 4,914                 4,740

Trade and other receivables (except for loan receivables) are non-interest
bearing. The Group has recognised impairment losses in the amount of €56
thousand as at 31 October 2025 (€50 thousand as at 31 October 2024 and €52
thousand as at 30 April 2025). Change in impairment losses for trade
receivables, netted with recoveries, for the six months ended 31 October 2025
amounted to €5 thousand (€2 thousand for the six months ended 30 October
2024 and €43 thousand for year ended 30 April 2025). As at 31 October 2025,
31 October 2024 and 30 April 2025, there are no pledges on trade receivables.

 

11.        Equity

                                          Number of shares      Share capital amount      Share premium amount

                                                                (€ thousands)             (€ thousands)

 Balance as at 30 April 2024              488,944,427           5,690                     -
 Purchase and cancellation of own shares  (4,591,748)           (54)                      -
 Balance as at 31 October 2024            484,352,679           5,636                     -

 Balance as at 30 April 2024              488,944,427           5,690                     -
 Purchase and cancellation of own shares  (4,591,748)           (54)                      -
 Balance as at 30 April 2025              484,352,679           5,636                     -

 Balance as at 30 April 2025              484,352,679           5,636                     -
 Purchase and cancellation of own shares  (1,750,157)           (13)                      -
 Balance as at 31 October 2025            482,602,522           5,623                     -

Included within shares in issue at 31 October 2025 are 2,540,219 (3,137,381 at
31 October 2024 and 30 April 2025) shares held by the Employee Benefit Trust
("EBT") (note 12).

 

12.        Own shares held

                                                   Shares held by EBT
                                                   Amount                     Number

                                                   (€ thousands)
 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 31 October 2024                     6,560                      3,137,381

 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

 Balance as at 30 April 2025                       6,560                      3,137,381
 Purchase of shares for performance share plan(1)  2,419                      600,000
 Exercise of share options                         (2,030)                    (1,197,162)
 Balance as at 31 October 2025                     6,949                      2,540,219

1 Shares were purchased on 13 August 2025 at a price of £3.45 (€4.00) per
share.

 

13.        Dividends

Dividends paid by the Company were as follows:

                        6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                        (€ thousands)                       (€ thousands)                       30 April 2025

                                                                                                (€ thousands)
 2024 final dividend    -                                    10,105                             10,105
 2025 interim dividend  -                                   -                                   5,775
 2025 final dividend    12,502                              -                                   -
 Total                  12,502                               10,105                             15,880

 

Total dividends per share for the periods to which they relate are:

                        6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                        (€ cents per share)                 (€ cents per share)                 30 April 2025

                                                                                                (€ cents per share)
 2025 interim dividend  -                                   1.2                                 1.2
 2025 final dividend    -                                   -                                   2.6
 2026 interim dividend  1.3                                 -                                   -
 Total                  1.3                                 1.2                                 3.8

 

The 2026 interim dividend will be paid on 23 January 2026 to shareholders on
the register at the close of business on 12 December 2025 and the payment will
comprise approximately €6,200 thousand of cash. Dividends are declared and
paid in euros. Shareholders can elect to have dividends paid in British Pound
Sterling. Currency election deadline for 2026 interim dividend is 2 January
2026.

 

14.        Loans and borrowings

 Non-current liabilities  31 October 2025       31 October 2024       30 April 2025

                          (€ thousands)         (€ thousands)         (€ thousands)
 Bank loan                -                     44,324                24,527
 Lease liabilities        1,350                 692                   563
                          1,350                 45,016                25,090

 Current liabilities      31 October 2025       31 October 2024       30 April 2025

                          (€ thousands)         (€ thousands)         (€ thousands)
 Bank loan                14,732                55                    8
 Lease liabilities        366                   258                   262
                          15,098                313                   270

Bank loan:

                                                  31 October 2025      31 October 2024      30 April 2025
 Maturity                                         2026 July            2026 July            2026 July
 Loan currency                                    €                    €                    €
 Effective annual interest rate                   4.20%                5.61%                5.24%
 Amount at the end of the period (€ thousands)    14,732               44,379               24,535

As at 31 October 2025 the undrawn revolving credit facility amounted to
€10,000 thousand (€10,000 thousand as at 31 October 2024 and €10,000
thousand as at 30 April 2025).

The loan agreement requires semi-annual compliance with the total leverage
ratio covenant, measured at the period-ends in October and April. Total
leverage ratio is calculated as net debt divided by EBITDA over the last
twelve months (LTM) and shall not exceed 5.50:1. As at 31 October 2025, 31
October 2024 and 30 April 2025, the Group complied with the covenant
prescribed in the loan agreement.

As per the same agreement, the interest margin for each facility is tied to
the total leverage ratio at each interest calculation date on a semi-annual
basis. The interest rate margin is 1.75% when the leverage ratio is equal or
below 2.5, and gradually increases when leverage ratio increases. The interest
rate margin applicable to the Group was 1.75% for both the term loan and the
revolving credit facility for the periods ended 31 October 2025, 31 October
2024 and 30 April 2025.

 

15.        Trade and other payables

                              31 October 2025       31 October 2024       30 April 2025

                              (€ thousands)         (€ thousands)         (€ thousands)
 Trade payables               585                   378                   408
 Accrued expenses             457                   432                   618
 Payroll related liabilities  1,289                 1,225                 1,293
 Other tax                    2,026                 1,877                 1,818
 Customer credit balances     2,340                 2,269                 2,189
 Other payables               14                    45                    15
                              6,711                 6,226                 6,341

 

16.        Related party transactions

During the six months ended 31 October 2025, there were no transactions with
related parties outside the consolidated Group apart from the remuneration of
key management personnel (see note 17), including share option awards under
PSP scheme (see note 18).

 

With regards to the comparative periods of the six months ended 31 October
2024 and the year ended 30 April 2025, on 17 July 2024 the Company purchased
4.2 million of its own shares at £2.47 (€2.94) each from ANTLER EquityCo
S.à.r.l. which is controlled by funds advised by Apax Partners LLP. 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.a.r.l. also sold
the rest of its shareholding in the Company that represented a full exit by
ANTLER EquityCo S.a.r.l. of its position in the Company. As a result, since
then ANTLER EquityCo S.a.r.l. was no longer considered a related party to the
Company.

 

17.        Remuneration of key management personnel and other payments

Key management personnel comprises 3 Executive directors (CEO, CFO, COO), 6
Non-Executive Directors, Development Director and Directors of Group
companies. Remuneration of key management personnel, including social security
and related accruals, amounted to €1,184 thousand(1) for the six months
ended 31 October 2025, €984 thousand for the six months ended 31 October
2024 and €1,961 thousand for the year ended 30 April 2025. Share-based
payments amounted to €436 thousand for the six months ended 31 October 2025,
€852 thousand for the six months ended 31 October 2024 and €1,535 thousand
for the year ended 30 April 2025.

During the six months ended 31 October 2025, the six months ended 31 October
2024 and the year ended 30 April 2025, the Executive directors of the Group
were granted a set number of share options under the PSP scheme. See note 18
for further detail.

During the six months ended 31 October 2025, the six months ended 31 October
2024 and the year ended 30 April 2025, key management personnel of the Group
did not receive any loans, guarantees, no other payments or property transfers
occurred, and no pension or retirement benefits were paid.

1 Remuneration of key management personnel for the six months ended 31 October
2025 also includes €83 thousand dividend equivalents that relate to PSP
scheme share options vested during the period (€38 thousand for the six
months ended 31 October 2024 and for the year ended 30 April 2025).

 

18.        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. 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 €541 thousand
(€1,044 thousand during the six months ended 31 October 2024 and €1,877
thousand during the financial year ended 30 April 2025).

On 9 July 2025, the Group awarded 593,768 share options under the PSP scheme.
These awards have a 3-year service condition and performance condition which
is measured by reference to the Group's earnings per share in the year ended
30 April 2028.

The fair value of the 2025 award was determined to be €3.88 per option using
a Black-Scholes pricing model. The resulting share-based payments charge is
being spread evenly over the period between the grant date and the vesting
date.

The number of options outstanding and exercisable as at period end were as
follow:

                                     6 months ended 31 October 2025      6 months ended 31 October 2024      Year ended

                                                                                                             30 April 2025
                                     (number)                            (number)                            (number)
 Outstanding at beginning of period  3,129,304                           3,353,487                           3,353,487
 Options granted in the period       593,768                             794,118                             794,118
 Options exercised in the period     (1,197,162)                         (1,018,301)                         (1,018,301)
 Options forfeited in the period     -                                   -                                   -
 Outstanding at end of period        2,525,910                           3,129,304                           3,129,304
 Exercisable at end of period        -                                   -                                   -

 

19.        Enquiries by the Competition Authorities

 

As at 31 October 2025, the Group was subject to ongoing enquiries from
Competition Authorities, however the Directors' view is that the likelihood of
any material outflow of resources in respect of these enquiries is remote, and
therefore no provision or contingent liability has been recognised in the
financial statements in respect of this matter (no provision or liability at
31 October 2025). The Company continues to provide updates to previously
disclosed Competition Authority enquiry below.

The supervisory proceedings were initiated on 4 February 2022 by the ECA
against AllePal OÜ, the operator of real estate online classifieds portal,
based on the complaint filed by Reales OÜ. Reales OÜ had entered into
service agreement with AllePal OÜ for the insertion of real estate ads on
both of real estate online classifieds portals, and according to the
complaint, AllePal OÜ unfairly refused to provide the service to Reales OÜ
by terminating the agreement. According to AllePal OÜ, service agreement was
terminated because the claimant used the services to provide real estate ads
brokerage or aggregation services and did not engage in real estate brokerage,
for which the real estate online classifieds portals are intended. AllePal OÜ
actively co-operates with the ECA and provides all necessary information and
holds negotiations with Reales OÜ in order to develop a suitable contract and
the pricing for the service needed by the claimant. On 15 March 2022, Reales
OÜ submitted an additional complaint to initiate additional supervisory
proceedings against the AllePal OÜ, which alleges that the pricing difference
between the prices offered to the business and private customers indicates the
abuse of a dominant position. On 1 April 2022 the ECA decided not to initiate
additional proceedings and investigate the raised question within the ongoing
supervisory proceedings. Since October 2022, there were no updates in the
procedure.

Following the amendments to the Estonian Competition Act effective July 2025
(implementing the so called ECN+ directive), the Estonian Competition
Authority may investigate potential violations both through supervisory and
misdemeanour proceedings. Fines can only be imposed in misdemeanour
proceedings by the courts upon the Estonian Competition Authority's request.
In 2025, the Group has not received any communication from said authority, nor
does the Group have any knowledge of procedural steps having been taken
against in relation to it. No misdemeanour proceedings have been initiated
against Allepal, and there is no sign that the Estonian Competition Authority
intends to start such proceedings against Allepal.

 

20.        Subsequent events

On 3 November 2025, the 3 Executive Directors were granted awards over
ordinary shares in the Company under the Baltic Classifieds Group PLC
Performance Share Plan. A total of 338,857 share options were awarded with a
nominal exercise price of 1 pence per share, vesting over a period of 3 years,
subject to continued employment and certain performance conditions disclosed
in the Annual Report and Accounts for 2025. This is a post period end
non-adjusting event which has not been recognised in the condensed interim
financial statements.

 

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