Lithuanian EMI with Reported Profit for Sale

Regulatory perimeter

Active EMI status is the starting point for scope review

A Lithuanian electronic money institution is authorised by the Bank of Lithuania to issue electronic money and provide the payment services recorded in its permission file. The owner confirms that this target's EMI licence is active. That confirmation does not identify the exact services, restrictions, cross-border notifications, agents, branches or regulatory conditions applicable to the anonymous company.

Buyer counsel should obtain the current national register extract, original authorisation decision and all later variations. The legal entity, company code and licence number should agree across corporate records, regulatory filings, payment-system agreements, bank accounts and customer documents. Each planned product should then be mapped to the recorded permission and delivery model, rather than inferred from the general EMI label.

The offer describes Lithuania as an EU base, but market access should not be treated as automatic. Any existing cross-border notifications must be checked by service, host state and delivery mode. A buyer's future business plan, customer types, corridors and risk profile may also require updated regulatory engagement, controls, staffing or notifications.

Financial quality

Reported profit needs a cash and accounting bridge

Revenue and net profit are useful only when their source and accounting treatment are clear. The buyer should reconcile the reported 2025 figures to signed financial statements, management accounts, general ledger, tax filings and bank movements. Revenue should be split by client, product, corridor and fee type, with gross and net presentation tested against the underlying contracts and payment flows.

The approximately EUR 35 million processing figure should be tied to processor reports, settlement records and the customer ledger. Diligence should distinguish client money from company revenue, identify seasonality and concentration, and explain rejected, returned, refunded or suspicious transactions. Margin quality depends on pricing, scheme and banking costs, foreign-exchange income, chargebacks, compliance workload and any related-party activity.

The seller's statement that the legacy business covers operating and regulatory costs should be translated into a monthly cash bridge. Payroll, contractors, audit, insurance, technology, legal, regulatory, banking and safeguarding costs should be tested separately. Historic positive cash flow does not determine the funding required for a buyer's expanded model or establish that all current revenue will remain after ownership changes.

Central-bank rails

Direct connectivity must be verified at agreement and traffic level

CENTROlink is the Bank of Lithuania payment system through which eligible payment service providers can access SEPA services. Its public materials distinguish direct participation from addressable-BIC arrangements. The seller reports that this company is a direct participant with SCT and SCT Inst enabled, an own BIC and customer IBAN capability. The public identity is withheld, so those target-specific statements cannot be matched on this page.

A buyer should reconcile the official participant-list entry, executed agreement, BIC and financial institution code to scheme-adherence records, technical certificates and live production reports. Testing should cover settlement and liquidity mechanics, prefunding, cut-off rules, message access, limits, fraud controls, sanctions screening, incident history, resilience and dependencies on vendors or sponsored arrangements.

Customer IBAN capability is a separate operational claim, not a conclusion that follows from EMI status. The relevant question is how customer IBANs are allocated and operated in practice. Sample accounts, terms, ledger records, safeguarding classification and reconciliation should support the claimed model. The buyer should also confirm whether any scheme, system or code allocation is reviewed when ownership, management, products or transaction patterns change.

Banking and safeguarding

Five named relationships need an account-by-account map

The seller reports five active commercial or safeguarding accounts with Luminor, SEB, Siauliu Bankas, PKO Bank Polski and 1Bank. The description does not establish that every named institution provides safeguarding, that every account is transactional, or that all currencies and corridors remain available. The data room should identify the account-holding entity, country, currency, purpose, balance, limits and contractual status for each relationship.

For any safeguarding account, the buyer should obtain the executed agreement and bank confirmation, verify the designation and eligible-funds treatment, and test daily reconciliations against customer liabilities and bank statements. Breaks, timing differences, audit findings and prudential reporting should be traced through remediation. Commercial accounts should be separated from safeguarded client funds in both documents and operations.

A purchase of shares does not by itself preserve a bank relationship. Each institution can reassess beneficial ownership, management, source of funds, products, customers and corridors. Change provisions, termination rights, reserves and pending reviews should be identified before signing, with written continuity positions or practical alternatives where a relationship is material to the valuation.

Technology asset

Dormant software is an acquisition asset only after technical diligence

The acquisition is said to include a proprietary cross-border payment platform with banking integrations. The seller describes it as dormant, so it should not be presented as a currently deployed production service. Diligence should establish which company owns the source code, domains, repositories, infrastructure, data, documentation and third-party licences, including assignments from employees and contractors.

A technical review should map onboarding, customer due diligence, ledger, payments, reconciliation, reporting, permissions and audit logging. Code quality, security testing, vulnerabilities, data protection, business continuity, vendor dependencies and integration credentials should be assessed before a reactivation, white-label deployment or API mapping is budgeted. The buyer's intended model may require material remediation and regulatory review.

Team and substance

Ten reported staff reduce transition risk only if they actually remain

The seller reports ten full-time senior professionals, including the CEO and MLRO, and says the team is willing to transition with the company. Buyer interviews should establish responsibilities, location, capacity, performance and who operates compliance, safeguarding, risk, finance, technology, information security, outsourcing and incident response in practice.

Employment and service contracts, payroll, notice periods, incentives, accrued liabilities, conflicts, succession and retention proposals should be reviewed. Regulatory standing and fitness should be checked for relevant office-holders. A future strategy with different customers, corridors, products or volumes may require additional skills, governance and staff, even if the present team remains.

Transaction structure

The buyer acquires the company and its obligations

The proposed transaction is a purchase of 100% of the shares in the existing Lithuanian legal entity. The EMI authorisation remains with that company. A full-share acquisition engages the Bank of Lithuania framework for proposed qualifying holdings and control, so the transaction documents should make the required regulatory outcome and other material consents conditions to closing.

The buyer file should identify direct and indirect acquirers, ultimate beneficial owners, ownership chain, reputation, financial capacity and source of acquisition funds. It should also explain the post-acquisition business plan, governance, safeguarding, compliance, technology, outsourcing and financial projections. The existing active status does not predetermine the assessment of a new owner or a materially different plan.

Corporate, regulatory and operational workstreams should be linked in the share purchase agreement. The buyer should address title to shares and software, financial and regulatory warranties, tax, client liabilities, historic conduct, data, staff retention, counterparty reviews, transitional support and remedies if a claimed relationship or capability is not evidenced. Price is available on request after qualification and NDA.