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Rokiškio sūris, AB
Consolidated and stand-alone financial statements
Notes to the consolidated and stand-alone financial statements
Consolidated management report
Independent auditor‘s report
31 December 2025
Consolidated and stand-alone financial statements
2025
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Message from the CEO
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Dear colleagues, partners, and everyone here with us,
The year 2025 will go down in the history of the Rokiskio suris, AB Group as a special one - a year in which we once again demonstrated our strength and ability to operate under challenging market conditions.
Last year, we achieved exceptional results. We processed a record amount of raw milk - a clear proof of the trust and stable cooperation of our partners, the milk suppliers. We also recorded the highest revenue in the company's history and achieved very strong profitability metrics. These results are no coincidence, but the consequence of consistent work, investments, and the professional contribution of the entire team.
In 2025, we operated in a market characterized by high volatility. In Europe, raw milk prices remained high and exceeded the long-term average, but at the same time reduced competitiveness in export markets. Global demand remained uneven. These trends meant that the ability to adapt quickly, manage costs effectively, and focus on higher-value-added products became increasingly important.
Taking these market realities into account, in 2025 we consistently continued strategic projects focused on operational efficiency, increasing product value, and sustainability. We invested in technology, the improvement of production processes, and the development of employee competencies. It was precisely these decisions that allowed us not only to maintain our strong positions but also to successfully capitalize on market opportunities, despite its fluctuations.
Despite the good results, there was no shortage of challenges. Global markets remain volatile, the geopolitical situation creates uncertainty, and competition is constantly increasing. However, our accumulated experience, financial stability, and professional team allow us to look to the future with confidence.
I sincerely thank all employees of the Rokiskio suris, AB Group for their daily work, responsibility, and dedication. I also express my gratitude to our milk suppliers, business partners, customers, and everyone who contributes to our success. Only together can we achieve such results and build a sustainable future.
I am confident that we will remain strong, flexible, and united—ready for new goals and challenges.
Dalius Trumpa
CEO, AB „Rokiškio sūris“
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Consolidated and stand-alone financial statements
2025
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ENDORSEMENT BY THE RESPONSIBLE PERSONS
08/04/2026
Pursuing Article 12 of the Law on Securities of the Republic of Lithuania and in accordance with the rules of disclosure of information of the Bank of Lithuania, we, the undersigned – the Chief Executive Officer Dalius Trumpa and the Chief Financial Officer Antanas Kavaliauskas – approve that to our knowledge the audited financial statements of the year 2025 as well as annual consolidated financial statements of Rokiskio suris AB for the year 2025, are formed in accordance with the applicable accounting standards, they are true and show fair assets, obligations, financial state, profit and cash flows of the Company and total consolidated group. Also, to our best knowledge both the Company’s management report and the consolidated management report make fair overview of the operations and business development, current state of the company Rokiskio suris AB and the overall group of Rokiskio suris AB, including description of the main risks and uncertainties.
Chief Executive Officer
Chief Financial Officer
Dalius Trumpa
Antanas Kavaliauskas
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Consolidated and stand-alone financial statements
2025
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Translation note: This version of the accompanying documents is a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the accompanying documents takes precedence over this translation.
Contents
Consolidated and Stand-Alone Statement of other comprehensive income8
Consolidated and Stand-Alone Statement of financial position9
The Company’s statement of changes in equity10
The group’s statement of changes in equity11
Consolidated and Stand-Alone Statement of cash flows12
Notes to the consolidted and stand-alone financial statements13
GENERAL INFORMATION64
INFORMATION ON THE COMPANY'S AND GROUP'S ACTIVITIES68
INFORMATION ON THE COMPANY'S SHAREHOLDERS103
CORPORATE GOVERNANCE111
GENERAL MEETING OF SHAREHOLDERS112
INFORMATION ON RELATED PARTY TRANSACTIONS AND MATERIAL ARRANGEMENTS124
OTHER INFORMATION125
GOVERNANCE REPORT OF ROKISKIO SURIS AB126
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE130
REMUNERATION REPORT FOR THE YEAR 2025159
Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Consolidated and Stand-Alone Statement of profit or loss
Group
Company
Notes
Current year
Previous year
Current year
Previous year
Sales
5
402,670
370,348
376,074
334,199
Cost of sales
10
(356,895)
(319,451)
(351,170)
(305,302)
Gross profit
45,775
50,897
24,904
28,897
Selling and marketing expenses
6, 10
(14,751)
(15,729)
(9,647)
(11,354)
General and administrative expenses
7, 10
(12,131)
(8,897)
(8,210)
(5,031)
Other income
8
746
998
10,419
11,336
Other gains/(losses) - net
9
460
173
422
103
Operating profit
20,099
27,442
17,888
23,951
Finance costs
11
(869)
(1,841)
(853)
(1,841)
Profit before income tax
19,230
25,601
17,035
22,110
Income tax
12
(2,036)
(2,760)
(693)
(808)
Profit for the year
17,194
22,841
16,342
21,302
Profit for the year attributable to:
Owners of the Company
17,194
22,841
16,342
21,302
Non-controlling interest
-
-
-
-
17,194
22,841
16,342
21,302
Basic and diluted earnings per share (in EUR per share)
13
0.54
0.73
0.51
0.68
The accompanying notes are an integral part of these Consolidated and Stand-Alone financial statements.
These Consolidated and Stand-Alone financial statements were authorised for issue on 8 April 2026 by the Board of Directors and signed on behalf of the Board of Directors by the Managing Director and the Finance Director.
Dalius Trumpa
Antanas Kavaliauskas
Managing Director
Finance Director
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Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Consolidated and Stand-Alone Statement of other comprehensive income
Group
Company
Notes
Current year
Previous year
Current year
Previous year
Profit for the year
17,194
22,841
16,342
21,302
Other comprehensive income
Items that will not be reclassified to profit or loss
-
-
-
-
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
17,194
22,841
16,342
21,302
Total comprehensive income for the year attributable to:
Owners of the Company
17,194
22,841
16,342
21,302
Non-controlling interest
-
-
-
-
17,194
22,841
16,342
21,302

Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Consolidated and Stand-Alone Statement of financial position
Group
Company
At 31 December
At 31 December
Notes
Current year
Previous year
Current year
Previous year
ASSETS
Non-current assets
Property, plant and equipment
14
58,112
55,123
45,951
42,961
Intangible assets
15
78
22
47
22
Investments in subsidiaries
16
-
-
4,941
4,941
Investments
17
169
169
107
107
Trade and other receivables
21
3,591
11,464
3,591
11,464
Deferred income tax assets
18
2,538
1,199
1,826
1,128
Loans granted
19
11,578
1,757
11,503
1,724
76,066
69,734
67,966
62,347
Current assets
Inventories
20
88,341
82,782
73,111
78,393
Loans granted
19
1,836
1,335
1,836
1,335
Trade and other receivables
21
49,124
58,504
50,409
49,279
Prepaid income tax
956
777
380
803
Cash and cash equivalents
22
6,022
4,244
37
56
146,279
147,642
125,773
129,866
Total assets
222,345
217,376
193,739
192,213
EQUITY
Attributable to owners of the Company
Share capital
23
9,362
9,362
9,362
9,362
Share premium
18,073
18,073
18,073
18,073
Reserve for acquisition of treasury shares
25
9,943
9,943
9,943
9,943
Treasury shares
24
(1,895)
(1,895)
(1,895)
(1,895)
Other reserves
25
3,026
3,026
2,154
2,154
Retained earnings
121,563
110,698
101,899
91,886
Total equity
160,072
149,207
139,536
129,523
LIABILITIES
Non-current liabilities
Borrowings
26
-
1,750
-
1,750
Deferred income
27
2,325
2,199
1,559
1,869
Provisions
29
1,736
1,573
1,319
1,230
4,061
5,522
2,878
4,849
Current liabilities
Borrowings
26
27,423
32,335
27,423
32,335
Deferred income
27
502
310
310
310
Trade and other payables
28
26,651
28,343
21,869
24,313
Profit tax payable
3,356
1,314
1,540
636
Provisions
29
280
345
183
247
58,212
62,647
51,325
57,841
Total liabilities
62,273
68,169
54,203
62,690
Total equity and liabilities
222,345
217,376
193,739
192,213

Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The Company’s statement of changes in equity








Notes
Share capital
Share premium
Reserve for acquisition of treasury shares
Treasury shares
Other reserves
Retained earnings
Total
Balance at 1 January of previous year
10,402
18,073
10,850
(2,251)
2,154
82,169
121,397
Profit for the year
-
-
-
-
-
21,302
21,302
Other comprehensive income for the year
-
-
-
-
-
-
-
Total comprehensive income for the year
-
-
-
-
-
21,302
21,302
Transactions with owners
Formation of reserve for own shares
-
-
6,300
-
-
(6,300)
-
Purchase of own shares
-
-
-
(7,891)
-
-
(7,891)
Cancelation of own shares
(1,040)
-
(7,207)
8,247
-
-
-
Bonus to the Board members
-
-
-
-
-
(34)
(34)
Dividends
23
-
-
-
-
-
(5,251)
(5,251)
Total transactions with owners for the year
(1,040)
-
(907)
356
-
(11,585)
(13,176)
Balance at 31 December of previous year
9,362
18,073
9,943
(1,895)
2,154
91,886
129,523
Profit for the year
-
-
-
-
-
16,342
16,342
Other comprehensive income for the year
-
-
-
-
-
-
-
Total comprehensive income for the year
-
-
-
-
-
16,342
16,342
Transactions with owners
Bonus to the Board members
-
-
-
-
-
(45)
(45)
Dividends
23
-
-
-
-
-
(6,284)
(6,284)
Total transactions with owners for the year
-
-
-
-
-
(6,329)
(6,329)
Balance at 31 December of current year
9,362
18,073
9,943
(1,895)
2,154
101,899
139,536

Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The group’s statement of changes in equity
Attributable to owners of the Company








Notes
Share capital
Share premium
Reserve for acquisition of treasury shares
Treasury shares
Other reserves
Retained earnings
Total
Balance at 1 January of previous year
10,402
18,073
10,850
(2,251)
3,016
99,438
139,528
Comprehensive income
Profit for the year
-
-
-
-
-
22,841
22,841
Other comprehensive income for the year
-
-
-
-
-
-
-
Total comprehensive income for the year
-
-
-
-
-
22,841
22,841
Transactions with owners
Formation of reserve for own shares
-
-
6,300
-
-
(6,300)
-
Purchase of own shares
-
-
-
(7,891)
-
-
(7,891)
Cancelation of own shares
(1,040)
-
(7,207)
8,247
-
-
-
Transfers to non-distributable reserve
-
-
-
-
10
(10)
-
Bonuses to the Board members
-
-
-
-
-
(20)
(20)
Dividends
23
-
-
-
-
-
(5,251)
(5,251)
Total transactions with owners for the year
(1,040)
-
(907)
356
10
(11,581)
(13,162)
Balance at 31 December of previous year
9,362
18,073
9,943
(1,895)
3,026
110,698
149,207
Comprehensive income
Profit for the year
-
-
-
-
-
17,194
17,194
Total other comprehensive income for the year
-
-
-
-
-
-
-
Total comprehensive income for the year
-
-
-
-
-
17,194
17,194
Transactions with owners
Bonus to the Board members
-
-
-
-
-
(45)
(45)
Dividends
23
-
-
-
-
-
(6,284)
(6,284)
Total transactions with owners for the year
-
-
-
-
-
(6,329)
(6,329)
Balance at 31 December of current year
9,362
18,073
9,943
(1,895)
3,026
121,563
160,072

Consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Consolidated and Stand-Alone Statement of cash flows
Group
Company
Year ended
Year ended
December 31
December 31
Notes
Current year
Previous year
Current year
Previous year
Cash flows from operating activities
Cash generated from operations
31
30,071
32,760
13,199
18,196
Interest paid
(853)
(1,841)
(853)
(1,841)
Income tax paid
(2,602)
(2,447)
(387)
(793)
Net cash generated from/ operating activities
26,616
28,472
11,959
15,562
Cash flows from investing activities
Purchases of property, plant and equipment
14
(13,377)
(7,685)
(10,193)
(5,576)
Purchases of intangible assets
15
(94)
(3)
(53)
-
Proceeds from sale of property, plant and equipment
31
488
394
450
325
Other loan repayments received
345
202
345
202
Interest received
746
998
746
998
Dividends received
-
-
9,673
10,338
Net cash (used in) investing activities
(11,892)
(6,094)
968
6,287
Cash flows from financing activities
Dividends paid
23
(6,284)
(5,251)
(6,284)
(5,251)
Purchase of own shares
-
(7,891)
-
(7,891)
Repayment of non-current borrowings
(2,100)
(2,100)
(2,100)
(2,100)
Net change in credit line
(4,562)
(6,788)
(4,562)
(6,788)
Net cash (used in) financing activities
(12,946)
(22,030)
(12,946)
(22,030)
Net (decrease) in cash and cash equivalents
1,778
348
(19)
(181)
Cash and cash equivalents at the beginning of the year
22
4,244
3,896
56
237
Cash and cash equivalents at the end of the year
22
6,022
4,244
37
56
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Notes to the consolidted and stand-alone financial statements
1.
General information
Rokiškio Sūris AB (“the Company”) is a public limited liability company based in Rokiškis. The Company’s code is 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania.
The Company’s core line of business is the production and trade in fermented cheese, skimmed milk powder and wide range of other dairy products.
The shares of Rokiškio Sūris AB are quoted on the Baltic Main List (ticket: RSU1L) of Nasdaq Vilnius stock exchange.
The main shareholders of the Company are disclosed in Note 32.
Antanas Trumpa and Dalius Trumpa are ultimate beneficial owners.
In the Current year, the consolidated Group consists of the Company and five subsidiaries (Previous year – the Company and five subsidiaries) (hereinafter referred to as the Group). The table provides information about the Group's companies and branches:
Year of acquisition
Main activity
Group’s ownership interest (%) as at 31 December
Subsidiaries
Current year
Previous year
Rokiškio Pienas UAB
2006
Distribution of dairy
products
100.00
100.00
Rokiškio Pieno Gamyba UAB
2013
Production of dairy
products
100.00
100.00
Jekabpils Piena Kombinats SIA
2005-2011
Raw milk
collection
100.00
100.00
Kaunata SIA*
2010
Raw milk
collection
60.00
60.00
DairyHub.LT UAB
2021
Production of dairy
products
100.00
100.00
* This subsidiary was not consolidated in the Group’s financial statements as it was not material (see Note 17).
All the above-listed subsidiaries have been registered in Lithuania, except for Jekabpils Piena Kombinats SIA and Kaunata SIA which have been registered in Latvia.
The average number of the Company’s employees during the Current year ended was 687 (Previous year: 718). The average number of the Group’s employees during the Current year was 1,125 (Previous year: 1,155).
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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2.
Accounting policies
2.1Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The financial statements have been prepared on a going concern basis and under the historical cost convention.
Pursuant to the Law on Companies of the Republic of Lithuania, the annual financial statements prepared by the management must be approved by the general meeting of shareholders. The shareholders of the Company have a statutory right to approve these financial statements or not to approve them and to require preparation of a new set of financial statements. The financial year of the Company and other Group companies coincides with the calendar year.
These financial statements include the consolidated financial statements of the Group and the separate financial statements of the Company.
The financial statements have been prepared under the historical cost convention.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current event and actions, actual results ultimately may differ from those estimates (Note 4).
Amendments to standards and interpretations
(a) New and/or amended standards and interpretations effective from 1 January 2025:
The following standards, amendments to the existing standards and interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union (further – EU) are effective for the current period and were adopted by the Company and the Group:
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency.
The application of these standards, amendments and interpretations had not a material impact on the Company’s separate and Group’s consolidated financial statements and so have not been discussed in detail in the notes to the financial statements.
(b) Standards, amendments and interpretations to existing standards issued by IASB, adopted by EU, but not yet effective and have not been early adopted by the Company and the Group:
At the date of authorisation of these consolidated financial statements, the Company and the Group has not early adopted the following new and revised IFRS standards, amendments and interpretations that have been issued but are not yet effective:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Amendments to the Classification and Measurement of Financial Instruments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures modify requirements in IFRS 9 and IFRS 7 regarding derecognition of financial liabilities, classification of financial assets and disclosures (effective for annual periods beginning on or after 1 January 2026);
Annual Improvements to IFRS Accounting Standards – Volume 11 introduced minor amendments to IFRS 1 First – time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows (effective for annual periods beginning on or after 1 January 2026);
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. Contracts Referencing Nature-dependent Electricity were made to improve the disclosure of such contracts in the financial statements. New disclosure requirements to enable investors to understand the effect of these contracts on a financial performance and cash flows were added (effective for annual periods beginning on or after 1 January 2026).
IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements. IFRS 18 sets out significant new requirements for how financial statements are presented (effective for annual periods beginning on or after 1 January 2027);
The Company and the Group is currently assessing the impact of these new accounting standards and amendments. The management of the Company and the Group does not expect that the adoption of these standards, amendments and interpretations listed above will have a material impact on the consolidated financial statements of the Group in future periods.
(c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been endorsed by EU:
IFRSs currently endorsed by EU are not significantly different from the standards, endorsed by IASB, except the standards, amendments and interpretations that were not endorsed by EU (the effective dates are applicable to IFRS to full extent). These standards, amendments and interpretations are listed below:
IFRS 19 Subsidiaries without Public Accountability: Disclosures permits reduced disclosures for subsidiaries with no public accountability and whose parent company applies IFRS Accounting Standards in their consolidated financial statements, while still applying the recognition, measurement and presentation requirements in other IFRS (effective for annual periods beginning on or after 1 January 2027);
Amendments to IFRS 19 Subsidiaries without public accountability: Disclosures reduce (where relevant) the disclosure requirements of amendments and additions to IFRS accounting standards between February 2021 and May 2024. (effective for annual periods beginning on or after 1 January 2027);
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency require an entity translating financial statements from a functional currency that is the currency of a non-hyperinflationary economy to a presentation currency that is the currency of a hyperinflationary economy, to translate all amounts (including comparatives) using the closing rate at the date of the most recent statement of financial position (effective for annual periods beginning on or after 1 January 2027).
The Group and the Company is currently assessing the impact of these new accounting standards and amendments. The management of the Company and the Group does not expect that the adoption of these standards, amendments and interpretations listed above will have a material impact on the
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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consolidated financial statements of the Group and separate financial statements of the Company in future periods.
2.2
Consolidation
(a) Subsidiaries
Subsidiaries are those investees, that the Group controls because the Group (i) has power to direct the relevant activities of the investees that significantly affect their returns, (ii) has exposure, or rights, to variable returns from its involvement with the investees, and (iii) has the ability to use its power over the investees to affect the amount of the investor’s returns. The existence and effect of substantive rights, including substantive potential voting rights, are considered when assessing whether the Group has power over another entity. For a right to be substantive, the holder must have a practical ability to exercise that right when decisions about the direction of the relevant activities of the investee need to be made. The Group may have power over an investee even when it holds less than the majority of the voting power in an investee. In such a case, the Group assesses the size of its voting rights relative to the size and dispersion of holdings of the other vote holders to determine if it has de-facto power over the investee. Protective rights of other investors, such as those that relate to fundamental changes of the investee’s activities or apply only in exceptional circumstances, do not prevent the Group from controlling an investee. Subsidiaries are consolidated from the date on which control is transferred to the Group (acquisition date) and are deconsolidated from the date on which control ceases.
The group uses the acquisition method of accounting to account for the acquisition of subsidiaries. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognized directly in the income statement.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
(b) Transactions and minority interest
The group treats transactions with non-controlling interest as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset.
In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
2.3
Stand-alone financial statements
Subsidiaries in the stand-alone financial statements are accounted at cost less impairment charge. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s ‘fair value less costs of disposal’ or ‘value in use’. The Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods for investment in subsidiary may no longer exist or may have decreased. If any such indication exists, the Company estimates the recoverable amount of investment and reverses impairment loss, if recoverable amount significantly exceeds the carrying amount.
2.4
Foreign currency translation
(a) Functional and presentation currency
The items shown in the financial statements of the Company and each entity of the Group are valued by the currency of the original economic environment wherein a specific company operates (hereinafter the “functional currency”). These financial statements have been presented in euros (EUR), which is the Company’s (and the Group’s each entity’s) functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.5
Property, plant, and equipment
Property, plant and equipment is shown at acquisition cost, less subsequent accumulated depreciation and impairment.
Note: during preparation of financial statements for the year 2024, it was changed accounting policy for property, plant and equipment, see note 34.
Subsequent costs are included in the asset’s carrying amount or recognised as separate assets only when it is probable that future economic benefits associated with the item will flow to the Company or the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives.
Useful lives of property, plant and equipment are given in the table below:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Buildings15-93 years
Plant and machinery4-75 years
Motor vehicles2-34 years
Equipment and other property, plant and equipment2-34 years
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date.
Construction in progress is transferred to appropriate group of property plant and equipment when it is completed and ready for its intended use.
When property is retired or otherwise disposed, the cost and related depreciation are removed from the financial statements and any related gains or losses are determined by comparing proceeds with carrying amount and are included in operating profit.
2.6
Intangible assets
(a) Computer software
Software assets expected to provide economic benefit to the Company and the Group in future periods are valued at acquisition cost less subsequent amortisation. Software is amortised on the straight-line basis over the useful life of 1 to 6 years.
(b) Contractual customer relationships
Contractual customer relationships recognized as intangible asset upon business acquisition are accounted for at cost less accumulated amortization and impairment. Contractual customer relationships are amortised on the straight-line basis over the estimated useful life of 2 years.
2.7
Impairment of non-financial assets
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
2.8
Financial assets
(a) Following the adoption of IFRS 9, Financial Instruments, the Group and the Company classifies its financial assets into the following 3 new categories:
financial assets subsequently measured at amortised cost;
financial assets subsequently measured at fair value through other comprehensive income; and
financial assets subsequently measured at fair value through profit or loss.
Subsequent to initial recognition, financial assets are classified into the aforementioned categories based on the business model the Group and the Company apply when managing their financial assets. The business model applied to the financial assets of the Group and the Company is determined at a level that reflects how all financial assets of the Group and the Company are managed together to achieve a particular business objective of the Group and the Company. The intentions of the Group and
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
'Please unpack the Result.zip and reopen this file.'
the Company’s management regarding individual items of instruments have no effect on the adopted business model. The Group and the Company may adopt more than one business model to manage its financial assets.
The business model for managing of financial assets is based not merely on an assertion, but also on facts that are observable in the activities that the Group and the Company undertakes in order to achieve the objectives of the business model. In determining the business model applicable for managing financial assets, the Group and the Company makes its decision in view of not individual factors or activity, but in view of all evidence that is available in the course of the assessment.
The Group and the Company recognises a financial asset in its statement of financial position only when the Group and the Company becomes a party to the contractual provisions of the instrument. The purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting.
At initial recognition, the Group and the Company measures financial assets at fair value, except for trade receivables that do not have a significant financing component. Transaction costs comprise all charges and commission that the Group and the Company would not have paid if it had not entered into an agreement on the financial instrument.
If the fair value of the financial asset at initial recognition differs from the transaction price, the difference is recognised in profit or loss.
In view of the business model applied for managing the Group and the Company of financial assets, the accounting for financial assets is as follows:
Financial assets measured at amortised cost
Loans granted by the Group and the Company and amounts receivable are accounted for under the business model the purpose of which is to hold financial assets in order to collect contractual cash flows that can contain cash flows related to the payment of the principal amount and interest inflows.
Loans and amounts receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the date of the Balance sheet. These are classified as non-current assets.
Loans and receivables are initially recognised at cost (the fair value of consideration receivable) and subsequently carried at amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when these assets are derecognised, impaired or amortised.
Financial assets at fair value through profit or loss
The Group and the Company measures financial assets, which are stated at fair value in subsequent periods, through profit or loss, using the business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.
The Group and the Company does not have any financial assets held for trading and acquired for the purpose of selling in the near term and attributes to this category only financial assets arising from the disposal of business or investments classified as non-equity contingent consideration.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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(b) Effective interest method
The effective interest method is used in the calculation of the amortised cost of a financial asset and in the allocation of the interest income or interest expense in profit or loss over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash inflows through the expected life of the financial asset to the gross carrying amount of the financial asset that shows the amortised cost of the financial asset, before adjusting for any loss allowance. When calculating the effective interest rate, the Group and the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.
There is an assumption that the cash flows and the expected life of a Group and the Company of similar financial instruments can be estimated reliably. However, when it is not possible to reliably estimate the cash flows or the expected life of a financial instrument (or Group and the Company of financial instruments), the Group and the Company uses the contractual cash flows over the full contractual term of the financial instrument (or Group and the Company of financial instruments).
(c) Expected credit losses
Credit losses incurred by the Group and the Company are calculated as the difference between all contractual cash flows that are due to the Group and the Company in accordance with the contract and all the cash flows that the Group and the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. The Group and the Company estimates cash flows by considering all contractual terms of the financial instrument through the expected life of that financial instrument, including cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Expected credit losses show the weighted average of credit losses with the respective risks (probability) of a default occurring as the weights.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the period from the date of initial recognition of a financial asset to the subsequent date of settlement of the financial asset or ultimate write-off of the financial asset.
The Group and the Company seeks for lifetime expected credit losses to be recognised before a financial instrument becomes past due. Typically, credit risk increases significantly before a financial instrument becomes past due or other lagging borrower-specific factors (for example, a modification or restructuring) are observed. Consequently when reasonable and supportable information that is more forward-looking than past due information is available without undue cost or effort, it must be used to assess changes in credit risk.
Expected credit losses are recognised by taking into consideration individually or collectively assessed credit risk of loans granted and trade receivables. Credit risk is assessed based on all reasonable and verifiable information including future oriented information.
The lifetime expected credit losses of trade receivables are assessed based on both the collective and individual assessment basis. The Group and the Company’s management decides on the performance of the assessment on an individual basis reflecting the possibility of obtaining information on the credit history of a particular borrower, its financial position as at the date of assessment, including forward-looking information that would allow to timely determine whether there has been a significant increase in the credit risk of that particular borrower, thus enabling making judgment on the recognition of lifetime
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
'Please unpack the Result.zip and reopen this file.'
expected credit losses in respect of that particular borrower. In the absence of reliable sources of information on the credit history of a particular borrower, its financial position as at the date of assessment, including forward-looking information, the Group and the Company assesses the debt on a collective basis.
The lifetime expected credit losses of trade receivables are recognised at the recognition of amounts receivable.
When granting the loan the Group and the Company assesses and recognises 12-month expected credit losses. In subsequent reporting periods, in case there is no significant increase in credit risk related to the lender, the Group and the Company adjusts the balance of 12-month expected credit losses in view of the outstanding balance of the loan at the assessment date. Having determined that the financial position of the lender has deteriorated significantly compared to the financial position that existed upon the issue of the loan, the Group and the Company records all lifetime expected credit losses of the loan. The latest point at which the Group and the Company recognises all lifetime expected credit losses of the loan granted is identified when the borrower is late to pay a periodic amount or the total debt for more than 30 days. In case of other evidence available, the Group and the Company accounts for all lifetime expected credit losses of the loan granted regardless of the more than 30 days past due assumption.
Loans for which lifetime expected credit losses were calculated are considered credit-impaired financial assets.
(d) Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events:
a) significant financial difficulty of the borrower;
b) a breach of contract, such as a default or event that is past due for more than 90 days;
c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
e) the disappearance of an active market for that financial asset because of financial difficulties;
f) the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
The combined effect of several events that may occur simultaneously or subsequently throughout the term of validity of the agreement on the financial assets may have caused financial assets to become credit-impaired.
The lifetime expected credit losses of loans receivable and trade receivables is recognised in profit or loss through the contra account of doubtful receivables.
The Group and the Company writes off the loans receivable and trade receivables when it loses the right to receive contractual cash flows from financial assets.
(e) Derecognition of financial assets
The Group and the Company derecognises financial assets in case of the following:
- the rights to receive cash flows from the asset have expired;
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
'Please unpack the Result.zip and reopen this file.'
- the Group and the Company has retained the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass through” arrangement; or
- the Group and the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset:
if the Group and the Company has not retained control, it shall derecognise the financial asset and recognise separately as assets or liabilities any rights and obligations created or retained in the transfer;
if the Group and the Company has retained control, it shall continue to recognise the financial asset to the extent of its continuing involvement in the financial asset.
Whether the Group and the Company has retained control of the transferred asset depends on the transferee's ability to sell the asset. If the transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without needing to impose additional restrictions on the transfer, the Group and the Company has not retained control. In all other cases, the Group and the Company has retained control.
2.9
Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined by the first-in first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related indirect production overheads, but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
2.10
Prepayments
Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are written off to profit or loss when the services relating to the prepayments are received. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss for the year.
2.11
Cash and cash equivalents
Cash and cash equivalents include cash at bank and on hand. Cash and cash equivalents are carried at AC because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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2.12
Share capital
(a) Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Any excess of the fair value of consideration received over the par value of shares issued is recorded as share premium in equity.
(b) Treasury shares
Where the Company or its subsidiaries purchase the Company’s equity share capital, the consideration paid, including any attributed incremental external costs, is deducted from shareholders’ equity as treasury shares until they are sold, reissued or cancelled. No gain or loss is recognised in the income statement on the sale, issuance or cancellation of treasury shares. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is presented in the consolidated financial statements as a change in shareholders’ equity.
2.13
Reserves
(a) Other reserves
Other reserves are established upon the decision of annual general meeting of shareholders on profit appropriation. This reserve may be used only for the purposes approved by annual general meeting of shareholders.
Legal reserve is included into other reserves. A legal reserve is a compulsory reserve under the Lithuanian legislation. Annual transfers of 5 per cent of net profit are required until the reserve reaches 10 per cent of the share capital. The legal reserve cannot be used for payment of dividends and it is established to cover future losses only.
Revaluation reserve is included into other reserves.
(b) Reserve for acquisition of treasury shares
This reserve is maintained as long as the Group is involved in acquisition/disposal of its treasury shares. This reserve is compulsory under the Lithuanian regulatory legislation and should not be lower than the acquisition cost of treasury shares acquired.
2.14Financial liabilities
(a) Financial liabilities
Financial liabilities are classified as subsequently measured at AC, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments. The Group does not have any financial liabilities at fair value through profit or loss.
(b) Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is settled, cancelled or expires.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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An exchange between the Group and the Company and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners.
(c) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position only when there is a legally enforceable right to offset the recognised amounts, and there is an intention to either settle on a net basis, or to realise the asset and settle the liability simultaneously. Such a right of set off (a) must not be contingent on a future event and (b) must be legally enforceable in all of the following circumstances: (i) in the normal course of business, (ii) in the event of default and (iii) in the event of insolvency or bankruptcy.
(d) Trade and other payables.
Trade payables are accrued when the counterparty performs its obligations under the contract and are recognised initially at fair value and subsequently carried at AC using the effective interest method.
(e) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently carried at AC using the effective interest method.
2.15
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Profit is taxable at a rate of 16 per cent in accordance with the Lithuanian regulatory legislation on taxation. In Latvia distributed profits are taxed at 20% whereas undistributed profits are taxed at 0% tax rate; deemed profit distributions are taxed at a 20% tax rate (25% effective rate, applying 20/80 to the taxable base).
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are recognised on all temporary differences that will increase the taxable profit in future, whereas deferred tax assets are recognised to the extent it is probable that they will reduce the taxable profit in future. However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. In Current year there were used 17 per cent rate (Previous year – 16 per cent).
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group controls the reversal of temporary differences relating to taxes chargeable on dividends from subsidiaries or on gains upon their disposal. The Group does not recognise deferred tax liabilities on such temporary differences except to the extent that management expects the temporary differences to reverse in the foreseeable future.
The Group and the Company determines whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments based on which approach better predicts the resolution of the uncertainty. The Group and the Company assumes that the taxation authority will examine amounts it has a right to examine and will have full knowledge of all related information when making those examinations. If the Group and the Company concludes it is not probable that the taxation authority will accept an uncertain tax treatment, the effect of uncertainty will be reflected in determining the related taxable profit or loss, tax bases, unused tax losses, unused tax credits or tax rates, by using either the most likely amount or the expected value, depending on which method the entity expects to better predict the resolution of the uncertainty. The Group and the Company reflects the effect of a change in facts and circumstances or of new information that affects the judgments or estimates required by the interpretation as a change in accounting estimate. The absence of agreement or disagreement by a taxation authority with a tax treatment, in isolation, is unlikely to constitute a change in facts and circumstances or new information that affects the judgments and estimates required.
2.16
Employee benefits
(a) Social security contributions
The Group pays social security contributions to the state Social Security Fund (the Fund) on behalf of its employees based on the defined contribution plan in accordance with the local legal requirements. A defined contribution plan is a plan under which the Group pays fixed contributions into the Fund and will have no legal or constructive obligations to pay further contributions if the Fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior period. Social security contributions are recognised as expenses on an accrual basis and are included in payroll expenses.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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(b) Termination benefit
Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in profit or loss as past service costs.
(c) Bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing where contractually obliged or where there is a past practice that has created a constructive obligation.
2.17
Revenue recognition
Revenue is income arising in the course of the Group’s and the Company’s ordinary activities. Revenue is recognised in the amount of transaction price. Transaction price is the amount of consideration to which the Group and the Company expects to be entitled in exchange for transferring control over promised goods or services to a customer, excluding the amounts collected on behalf of third parties.
Revenue is recognised net of discounts, returns and value added taxes, export duties and other similar mandatory payments.
The Company and the Group manufactures and sells a range of cheese and milk products in the wholesale market. Sales are recognised when control of the products has transferred, being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
The goods are often sold with retrospective volume discounts based on aggregate sales over a 12 months period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected volume discounts payable to customers in relation to sales made until the
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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end of the reporting period. No element of financing is deemed present as the sales mostly are made with a credit term of 30 days, which is consistent with market practice.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Revenue from transportation services is recognised in the period when services are performed.
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.
2.18
Expense recognition
Expenses are recognised on an accrual basis and matching principle in the reporting period in which they are incurred. Expenses incurred during the reporting period, which cannot be attributed directly to specific income earned and will not generate any income in subsequent reporting periods, are recognised as expenses during the period when incurred. Expenses are stated at fair value.
2.19
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
2.20
Earnings per share
Basic earnings per share are calculated by dividing net profit attributed to the shareholders from average weighted number of ordinary registered shares in issue, excluding ordinary registered shares purchased by the Company and the Group and held as treasury shares.
2.21
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments has been identified as the Board of Directors that makes strategic decisions.
The Group’s management distinguished the following operating segments of the Group: hard cheese, semi-hard cheese, butter, milk cream, sour cream, sour milk, yogurt, curd, curd cheese and other. These segments were combined into two main reportable segments based on the similar nature of products production process types of customers and the method of distribution.
2.22
Government grants and subsidies
Government grants are recognised at fair value where there is sufficient evidence that the grant will be received and the Group and the Company will comply with all attached conditions.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight line basis over the expected lives of the related assets.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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2.23
Provisions
Provisions are recognised when: the Group and the Company have a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of expenditures expected to be required to settle the obligation using pre-tax rate that reflects current market assessments of the time value of money and the risks specified to the obligation. The increase in the provision due to passage of time is recognised as operating expenses.
2.24
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using effective interest method.
2.25
Derivative financial instruments
The Company uses derivative financial instruments such as interest rate swaps to hedge its cash flow interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re -measured at fair value. Changes in the fair value of the interest rate swap are recognised immediately in profit or loss and are included in finance cost. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. The fair value of currency interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. Additionally, the instruments’ value is agreed upon with bank.
All of the resulting fair value estimates are included in level 2 in the fair value hierarchy.
2.26
Events after the reporting period
Post-balance sheet events that provide additional information about the Company’s and Group’s position at the statement of financial position date (adjusting events) are reflected in the financial statements. Events after the reporting period that are non-adjusting events are disclosed in the notes when material.
2.27
Contingent assets and liabilities
Contingent liabilities are not recognised in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.
2.28
Finance costs
Finance costs represents costs incurred by the Company and the Group from financing activities, such as interest costs on borrowings.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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2.29
Transactions with related parties
In the normal course of business, the Company and the Group enter into transactions with their related parties. These transactions are priced predominantly at market rates. Judgement is applied in determining if transactions are priced at market or non-market rates, where there is no active market for such transactions. The basis for judgement is pricing for similar types of transactions with unrelated parties, when such information is known to the Company or the Group.
3.
Financial risk management
3.1
Financial risk factors
The Group’s and the Company’s activities expose them to a variety of financial risks. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group.
Risk management is carried out by the Company’s management. There are no written principles for overall risk management in place.
(a) Market risk
(i) Foreign exchange risk
The Company and the Group operate internationally, however, their exposure to foreign exchange risk is set at minimum level, since sales outside Lithuania are performed mostly in the euros.
(ii) Cash flow and fair value interest rate risk
The Company’s and the Group’s interest rate risk arises from interest-bearing loans and borrowings. Borrowings with variable interest rates expose the Group to cash flow interest rate risk. Borrowings with fixed interest rates expose the Group to fair value interest rate risk. In current year and previous year, loans granted by the Group at a fixed interest rate were denominated in the euros. Borrowings were denominated in the euros.
IBOR reform had no material impact for the Company and Group, as major borrowings are either EURIBOR linked, or have fixed interest rates, therefore there was no need to transition to alternative benchmark interest rates. Changes in how EURIBOR is determined (determination has shifted from a quotes-based to a transactions-based methodology) had no impact on interest rates applied, as for all EURIBOR linked borrowings three months EURIBOR is subject to a 0% floor. Before and after the changes in how EURIBOR is determined EURIBOR was negative, therefore 0% floor was applicable to arrive at interest rate and therefore those changes had no impact on interest rate itself and no effect on future cash flows. The financial liabilities denominated at EURIBOR based interest rate are disclosed in Note 26.
Instruments used by the group (Note 26)
The Company and the Group uses Interest rate swap to minimise the risk of interest rate fluctuations. The interest rate swap currently in place covers approximately 6% (Previous year: 11%) of the short - term borrowings interest and 0% of long term interest (Previous year: 100%).
The swap contract requires settlement of net interest receivable or payable every 30 days. The settlement dates coincide with the dates on which interest is payable on the underlying debt.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The exposure of variable rate of the Group’s and the Company’s borrowings (amounted to EUR 27,423 (Previous year: 34,085)) to interest rate changes are as follows, at the year-end: in every change of interest rate amount by 0,1% (100 points), the Group’s and the Company’s interest expense changes by Eur 27 thousand in Current year and EUR 34 thousand in Previous year.
As at 31 December of Current year the Company’s and the Group’s net assets sensitive to changes in interest rate amounted to EUR 17,797 thousand (Previous year: EUR 14,556 thousand).
(b) Credit risk
The Group and the Company exposes itself to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation.
Exposure to credit risk arises from trade receivables, cash and cash equivalents and as a result of the Group’s and the Company’s lending and other transactions with counterparties, giving rise to financial assets and off-balance sheet credit-related commitments.
Credit risk is managed on a group basis. According to internal rules, the Company’s and the Group’s all cash balances are held at banks that had external credit ratings from ‘A+’ to ‘BBB’, as set by the rating agency Fitch Ratings.
As at the year end the Group’s cash amounted EUR 6,022 thousand (Previous year: EUR 4,244 thousand) and the Company’s cash amounted EUR 37 thousand (Previous year: EUR 56 thousand) were held at bank with rating AA-, remaining miscellaneous balances were held in banks and payment institutions with lower ratings or those which were not rated by Fitch.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.
(i) Maximum exposure to credit risk
The table below summarises the Company’s and the Group’s credit risk exposures relating to on-balance sheet items. Maximum exposure to credit risk before collateral held or other credit enhancements as at 31 December:
Group
Company
Current year
Previous year
Current year
Previous year
Cash and cash equivalents at banks
6,022
4,244
37
56
Trade receivables
40,898
50,774
47,443
45,346
Loans granted
13,414
3,092
13,339
3,059
60,334
58,110
60,819
48,461
(ii) Credit quality of financial assets
The Group does not classify amounts receivable and other financial assets exposed to credit risk according to credit quality. Credit risk is managed through established credit limits for a major customers and monitoring of overdue receivables and loans. Credit limits and overdue receivables are continuously monitored by the Company’s and the Group’s management. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The table below presents credit limits, if management has established for the major customers and amounts receivable from them before allowance at end of Current year.
Group
Company
Credit limit
Amount receivable
Credit limit
Amount receivable
Customer A
6,000
3,552
6,000
3,552
Customer B
4,345
3,223
-
-
Customer C
3,950
2,726
3,950
2,726
Customer D
2,400
2,208
2,400
2,208
Customer E
2,700
2,128
2,700
2,128
Customer F
4,500
2,007
4,500
2,007
Customer G
2,000
1,927
2,000
1,927
Customer H
2,000
1,905
2,000
1,905
The table below presents credit limits established for the major customers and amounts receivable from them at end of Previous year.
Group
Company
Credit limit
Amount receivable
Credit limit
Amount receivable
Customer A
2,700
2,594
2,700
2,594
Customer B
2,400
2,207
2,400
2,207
Customer F
2,500
2,121
-
-
Customer G
4,800
4,113
-
-
Customer D
4,500
4,003
4,500
4,003
Customer I
6,000
3,922
6,000
3,922
Customer J
4,000
3,790
4,000
3,790
Customer K
3,950
2,994
3,950
2,994
The table below summaries concentration of the loans granted:
Group
Company
Current year
Previous year
Current year
Previous year
in excess of EUR 1,000 thousand
11,936
1,987
11,936
1,987
in excess of EUR 500 thousand, but not in excess of EUR 1,000 thousand
700
-
700
-
not in excess of EUR 500 thousand
778
1,105
703
1,105
13,414
3,092
13,339
3,092
Loans in excess of EUR 1,000 thousand were granted to two business entities.
(iii) Impairment of financial assets
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The Group applies the IFRS 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
The expected loss rates are based on the payment profiles of sales over a period of 36 month before 31 December of Current year or 31 December Previous year respectively and the corresponding historical credit losses experienced within this period. The forward looking analysis lead to the conclusion that an adjustment of historical loss rates is not necessary.
On that basis, the loss allowance as at 31 December was determined as follows for trade receivables grouped (collective model) based on shared characteristics:
Group
Not yet due
Less than 30 days past due
More than 30 days past due
More than 90 days past due
More than 180 days past due
More than 365 days past due
Total
As at 31 december of Current year
Expected loss rate
0.10%
0.25%
0.80%
0.85%
0.90%
2.00%
Gross carrying amount – trade receivables
34,185
3,978
1,384
602
969
42
41,160
Loss allowance
34
10
11
5
9
1
70
Group
Not yet due
Less than 30 days past due
More than 30 days past due
More than 90 days past due
More than 180 days past due
More than 365 days past due
Total
As at 31 december of Previous year
Expected loss rate
0.10%
0.10%
0.80%
0.80%
0.80%
0.80%
Gross carrying amount – trade receivables
42,529
5,694
1,069
640
668
175
50,775
Loss allowance
43
6
9
5
5
2
70
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Company
Not yet due
Less than 30 days past due
More than 30 days past due
More than 90 days past due
More than 180 days past due
More than 365 days past due
Total
As at 31 december of Current year
Expected loss rate
0.09%
0.25%
0.80%
0.85%
0.90%
2.00%
Gross carrying amount – trade receivables
40,538
3,978
1,384
602
969
42
47,513
Loss allowance
34
10
11
5
9
1
70
Company
Not yet due
Less than 30 days past due
More than 30 days past due
More than 90 days past due
More than 180 days past due
More than 365 days past due
Total
As at 31 december of Previous year
Expected loss rate
0.12%
0.10%
0.80%
0.80%
0.80%
0.80%
Gross carrying amount – trade receivables
37,101
5,694
1,069
640
668
175
45,347
Loss allowance
45
6
8
5
5
1
70
ECL for significant trade receivables overdue for more than 90 days is evaluated individually based on external information from credit insurance agency, collaterals received as security of repayment and past history of default. For such trade receivables the loss allowance as at 31 December was determined as follows:
Group
Not yet due
Less than
30 days
past due
More than
30 days
past due
More than
90 days
past due
More than
180 days
past due
More than
365 days
past due
Total
As at 31 December of Current year
Gross carrying amount – trade receivables
73
27
68
113
493
4,599
5,373
Expected loss rate
100%
Loss allowance
5,373
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Not yet due
Less than
30 days
past due
More than
30 days
past due
More than
90 days
past due
More than
180 days
past due
More than
365 days
past due
Total
As at 31 December of Previous year
Gross carrying amount – trade receivables
121
51
82
151
181
2,918
3,504
Expected loss rate
98.0%
Loss allowance
3,435
Company
Not yet due
Less than
30 days
past due
More than
30 days
past due
More than
90 days
past due
More than
180 days
past due
More than
365 days
past due
Total
As at 31 December of Current year
Gross carrying amount – trade receivables
73
27
68
113
493
4,599
5,373
Expected loss rate
100%
Loss allowance
5,373
Company
Not yet due
Less than
30 days
past due
More than
30 days
past due
More than
90 days
past due
More than
180 days
past due
More than
365 days
past due
Total
As at 31 December of Previous year
Gross carrying amount – trade receivables
121
51
82
151
181
2,918
3,504
Expected loss rate
98.0%
Loss allowance
3,435
The Group and the Company has followed the three-stage model for impairment of financial assets other than trade receivables and considered all its loans granted at amortised cost to have Stage 1 (performing) credit. The ECL model is based on the financial information of the Company’s and the Group’s debtors and the assessment of collaterals as security of loan repayment. The Company and the Group carried out an assessment of collaterals as security of loan repayment and determined that the credit losses determined based on probability of default within 12 months resulted in immaterial impairment loss.
The information on loans receivable is disclosed in Note 19.
During Current year debtors collateral placed as security in favor to the Company and the Group for trade receivables and loans receivable are valued at Eur 6,630 thousand (Previous year: Eur 6,630 thousand). The collateral consists of certain buildings, land plots and milk cows, no negative changes in collateral quality observed during both reporting periods.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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(c) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Prudent liquidity risk management allows maintaining sufficient cash and availability of funding under committed credit facilities.
The Group had access to EUR 24,327 thousand (Previous year: EUR 19,765 thousand) undrawn borrowing facilities at the end of the reporting period expiring within one year.
The table below summarises the Group’s and the Company‘s financial liabilities. The financial liabilities are classified into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are contractual undiscounted cash flows. Accounts payable and other financial liabilities due within 3 months or less are equal to their carrying amounts as the impact of discounting is insignificant.
Group
Less than 3 months
From 3 to 12 months
From 1 to 5 years
After 5 years
Previous year
Borrowings from banks and other financial liabilities
26,198
1,225
-
-
Accrued  expenses
20,198
-
-
-
46,396
1,225
-
-
Group
Less than 3 months
From 3 to 12 months
From 1 to 5 years
After 5 years
Previous year
Borrowings from banks and other financial liabilities
30,760
1,575
1,750
-
Accrued expenses
22,443
-
-
-
53,203
1,575
1,750
-
Company
Less than 3 months
From 3 to 12 months
From 1 to 5 years
After 5 years
Current year
Borrowings from banks and other financial liabilities
26,198
1,225
-
-
Trade payables
17,720
-
-
-
43,918
1,225
-
-
Company
Less than 3 months
From 3 to 12 months
From 1 to 5 years
After 5 years
Current year
Borrowings from banks and other financial liabilities
30,760
1,575
1,750
-
Trade payables
20,714
-
-
-
51,474
1,575
1,750
-
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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3.2Capital risk management
The Company’s and the Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company and the Group define their capital as equity and debt, less cash and cash equivalents.
As at 31 December, the Group’s and the Company’s capital structure was as follows:
Group
Company
Current
Previous
Current
Previous
Borrowings (Note 26)
27,423
34,085
27,423
34,085
Less: cash and cash equivalents (Note 21)
(6,022)
(4,244)
(37)
(56)
Net debt
21,401
29,841
27,386
34,029
Shareholders’ equity
160,072
149,207
139,536
129,523
Total capital
181,473
179,048
166,922
163,552
Pursuant to the Lithuanian Law on Companies the authorised share capital of a public company must be not less than EUR 25 thousand (the authorised share capital of a private company must not be less than EUR 2.5 thousand) and the shareholders’ equity should not be lower than 50 per cent of the company’s registered share capital. During Current and Previous years the Company and its subsidiaries registered in Lithuania complied with these requirements.
Under the terms of the major borrowing facilities, the Group is required to comply with the following financial covenants:
net Debt/EBITDA ratio no more than 4,
Equity ratio more than 40%
borrowings/working capital ratio less than 60%.
The Group has complied with these covenants throughout the reporting period.
3.3
Fair value estimation
Trade payables and trade receivables accounted for in the balance sheet should be settled within a period shorter than three months therefore it is deemed that their fair value equals to their carrying amount less impairment. Interest rate on the borrowings received by the Company is subject to repricing at least every six months therefore it is deemed that their fair value equals their carrying amount. Companies and Group issued loans fair value disclosed in Note 18. Property, plant and equipment fair value disclosed in Note 14.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The three levels of the fair value hierarchy have been defined as follows:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Level 1 includes the fair value of assets which is established based on quoted prices (unadjusted) in active markets for identical assets.
Level 2 includes the fair value of assets which is established based on other directly or indirectly observable inputs.
Level 3 includes the fair value of assets which is established based on unobservable inputs.
4.
Critical accounting estimates and judgements
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in Note 3.1.
Estimates of useful lives of property, plant and equipment
The estimation of the useful lives of items of property, plant and equipment is a matter of judgment based on the experience with similar assets. The future economic benefits embodied in the assets are consumed principally through use. However, other factors, such as technical or commercial obsolescence and wear and tear, often result in the diminution of the economic benefits embodied in the assets. Management assesses the remaining useful lives in accordance with the current technical conditions of the assets and estimated period during which the assets are expected to earn benefits for the Group and the Company. The following primary factors are considered: (a) the expected usage of the assets; (b) the expected physical wear and tear, which depends on operational factors and maintenance programme; and (c) the technical or commercial obsolescence arising from changes in market conditions.
The Company and the Group have old buildings and machinery, where the useful lives are estimated based on the expected product lifecycles. However, economic useful lives may differ from the currently estimated as a result of technical innovations and actions of competitors.
Inventory write-down to net realizable value
The Group and the Company recognise inventory at the lower of cost and net realizable value. The Group and the Company assess whether the value of inventory recognised at cost is not lower that its net realisable value based on the historical data and actual results of inventory items sold below cost after the financial year end. If the recognised inventory write-down to net realisable value was 5 % higher/lower, the Group’s and the Company’s profit before income tax for the Current year would be EUR 314 thousand lower/ higher (Previous year: EUR 39 thousand, respectively). See Note 21 for more details.
5.
Segment reporting
Operating segments and reportable segments
The main two reportable business segments of the Group are as follows:
- Fresh milk products
- Cheese and other dairy products
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Transactions between the operating segments are on normal commercial terms and conditions. The number of segment customers, each generating 10% of total revenue of the segment are:
- Fresh milk products: 2 external customers
- Cheese and other dairy products: 1 external customer
The table below summarizes segment information for the years ended:
Fresh milk products
Cheese and other dairy products
Group
Current year
Sales
130,373
331,141
461,514
Inter-segment sales
-
(58,844)
(58,844)
Third party sales
130,373
272,297
402,670
Segment’s gross profit
14,415
31,361
45,776
Previous year
Sales
131,591
277,288
408,879
Inter-segment sales
-
(38,531)
(38,531)
Third party sales
131,591
238,757
370,348
Segment’s gross profit
16,339
34,558
50,897
During Current year the Group’s amount of services of goods and milk transportation, milk production and other services, recorded within the sales, was to EUR 657 thousand (Previous year: EUR 1,034 thousand), the Company’s – respectively EUR 7,074 thousand (Previous year: EUR 6,020 thousand).
Geographical information
The Company’s sales by markets and assets by can be analysed as follows:
Sales revenue
Total assets
Capital expenditure
Current year
Previous year
Current year
Previous year
Current year
Previous year
Lithuania
160,739
117,980
193,739
192,213
10,193
5,576
Europe Union countries
197,281
194,276
-
-
-
-
Near East
7,694
10,963
-
-
-
-
North America
4,563
4,377
-
-
-
-
Far East
2,345
3,295
-
-
-
-
Other countries
3,452
3,308
-
-
-
-
376,074
334,199
193,739
192,213
10,193
5,576
The Group’s sales by markets and assets by location can be analysed as follows:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Sales revenue
Total assets
Capital expenditure
Current year
Previous year
Current year
Previous year
Current year
Previous year
Lithuania
122,041
121,805
213,771
212,874
13,377
7,683
Europe Union countries
244,652
220,903
8,574
4,502
-
1
Near East
13,245
13,330
-
-
-
-
North America
5,214
4,398
-
-
-
-
Far East
5,887
4,780
-
-
-
-
Other countries
11,631
5,132
-
-
-
-
402,670
370,348
222,345
217,376
13,377
7,684
Sales are allocated based on the country in which the customers are located.
6.
Selling and marketing expenses
Group
Company
Current year
Previous year
Current year
Previous year
Transportation services
(5,329)
(4,985)
(4,491)
(4,562)
Wages and salaries
(4,332)
(4,449)
(1,966)
(2,335)
Intermediation services
(462)
(567)
(462)
(567)
Product image creation and advertising expenses
(1,133)
(1,311)
(140)
(260)
Repair and maintenance
(532)
(1,017)
(438)
(931)
Depreciation of property, plant and equipment
(754)
(769)
(712)
(726)
Warehousing services
(154)
(435)
(154)
(435)
Customs fees
(210)
(139)
(210)
(139)
Other expenses
(1,845)
(2,057)
(1,074)
(1,399)
(14,751)
(15,729)
(9,647)
(11,354)
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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7.
General and administrative expenses
Group
Company
Current year
Previous year
Current year
Previous year
Wages and salaries
(5,084)
(5,164)
(2,991)
(2,768)
Taxes (other than income tax)
(72)
(61)
(41)
(36)
Provisions for impairment of loans granted and doubtful receivables and write-offs of loans and receivables (reversals) (Note 20)
(1,871)
620
(1,871)
620
Consultations
(338)
(243)
(232)
(160)
Depreciation of property, plant and equipment and amortisation of intangible assets
(767)
(758)
(613)
(583)
Repairs and maintenance
(685)
(736)
(228)
(283)
Telecommunications and IT maintenance expenses
(185)
(296)
(120)
(213)
Insurance expenses
(173)
(185)
(155)
(166)
Bank charges
(168)
(187)
(162)
(182)
Business trips
(93)
(147)
(50)
(105)
Fines
(4)
(7)
(1)
(8)
Staff training
(118)
(116)
(87)
(81)
Membership fees
(19)
(10)
(18)
(9)
Charity and support
(806)
(528)
(421)
(144)
Other expenses
(1,748)
(1,079)
(1,220)
(913)
(12,131)
(8,897)
(8,210)
(5,031)
8.
Other income
Group
Company
Current year
Previous year
Current year
Previous year
Interest income
746
998
746
998
Dividend and other income
-
-
9,673
10,338
746
998
10,419
11,336
The Company’s other income comprises dividends received from subsidiaries.
9.
Other (losses)/gains
Group
Company
Current year
Previous year
Current year
Previous year
Result of disposal of property, plant and equipment
460
173
422
103
460
173
422
103
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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10.
Expenses by nature
Group
Company
Current year
Previous year
Current year
Previous year
Raw materials and consumables used
293,334
236,954
276,781
222,800
Changes in inventories of finished goods and work in progress
(4,152)
11,615
23,139
12,189
Inventory write-down to net realizable value (Note 19)
(6,287)
(770)
(2,613)
(770)
Wages and salaries including social security contributions
31,398
31,080
19,060
19,143
Transportation services
13,915
12,235
13,069
11,808
Depreciation (Notes 14)
10,306
9,789
7,173
6,737
Amortisation of the Government grant for property, plant and equipment (Note 26)
(577)
(514)
(310)
(311)
Intermediation services
462
567
462
567
Repairs and maintenance
6,077
8,905
4,073
6,977
Cost of finished goods resold
696
612
4,900
23,546
Provisions for impairment of loans granted and doubtful receivables and write-offs of loans and receivables (reversals)
1,871
(632)
1,871
(632)
Taxes (other than income tax)
969
820
500
417
Consultations
337
244
232
160
Telecommunication and IT maintenance expenses
186
298
128
221
Utilities (energy)
20,774
20,268
12,144
12,180
Other
14,467
12,606
8,418
6,655
Total cost of sales, selling and marketing expenses and general and administrative expenses
383,777
344,077
369,027
321,687
11.
Finance costs
Group
Company
Current year
Previous year
Current year
Previous year
Interest expenses:
- bank borrowings
(869)
(1,841)
(853)
(1,841)
12.
Income tax
Group
Company
Current year
Previous year
Current year
Previous year
Current income tax
(3,375)
(2,765)
(1,391)
(793)
Prior year income tax corrections 
-
-
-
-
Deferred income tax (Note 17)
1,339
5
698
(15)
Income tax (expenses)/ benefit
(2,036)
(2,760)
(693)
(808)
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The income tax on the Company’s and the Group’s profit before tax differs from the theoretical amount that would arise when using the basic tax rate as follows:
Group
Company
Current year
Previous year
Current year
Previous year
Profit before income tax
19,230
25,601
17,035
22,110
Tax calculated at a rate of 16% (Previous year: 15%) (Note 2.15)
2,426
3,840
2,726
3,317
Expenses not deductible for tax purposes
1,427
186
727
125
Income not subject to tax
(1,583)
(1,551)
(1,568)
(1,551)
Charity expenses deductible twice for tax purposes
(182)
(152)
(59)
(37)
Investment projects relief
(454)
(278)
(171)
(200)
Prior year income tax corrections and other
402
715
(962)
(846)
Income tax expense/(benefit)
2,036
2,760
693
808
Expenses not deductible for tax purposes include representation expenses, write-offs, etc. Income not subject to tax include interest on late payment and insurance benefits received.
The Tax Authorities may at any time during 3 successive years after the end of the reporting tax year carry out the inspection of book-keeping and accounting records and impose additional taxes or fines (for certain transactions period is 5 years). The Company‘s management is not aware of any circumstances that might result in a potential material liability in this respect.
13.
Earnings per share
Group
Company
Current year
Previous year
Current year
Previous year
Net profit attributable to shareholders
17,194
22,841
16,342
21,302
Weighted average number of ordinary shares in issue (thousand)
31,420
31,420
31,420
31,420
Weighted average number of treasury shares held (thousand)
(861)
(861)
(861)
(861)
Basic earnings/(deficit) per share (EUR per share)
0.54
0.73
0.51
0.68
The Group has no dilutive potential ordinary shares, therefore, the diluted earnings per share are the same as basic earnings per share.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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14.
Property, plant, and equipment
Company
Buildings
Plant and machinery
Motor vehicles and other assets
Construction in progress
Total
At 1 January of Previous year
Acquisition cost
17,101
65,803
40,975
6,327
130,206
Accumulated depreciation
(8,390)
(48,308)
(29,143)
-
(85,841)
Net book amount
8,711
17,495
11,832
6,327
44,365
Year ended 31 December of Previous year
Opening net book amount
8,711
17,495
11,832
6,327
44,365
Additions
129
1,849
2,043
1,555
5,576
Disposals
(145)
(38)
(39)
-
(222)
Write-offs
(17)
-
(4)
-
(21)
Transfers from CIP
3,504
2,060
1,193
(6,757)
-
Depreciation charge
(650)
(3,100)
(2,987)
-
(6,737)
Closing net book amount
11,532
18,266
12,038
1,125
42,961
At 31 December of Previous year
Acquisition cost
20,173
68,791
42,570
1,125
132,659
Accumulated depreciation
(8,641)
(50,525)
(30,532)
-
(89,698)
Net book amount
11,532
18,266
12,038
1,125
42,961
Year ended 31 December of Current year
Opening net book amount
11,532
18,266
12,038
1,125
42,961
Additions
23
1,406
3,174
5,590
10,193
Disposals
(7)
-
(21)
-
(28)
Write-offs
(1)
(1)
-
-
(2)
Transfers from CIP
298
271
86
(655)
-
Depreciation charge
(736)
(3,175)
(3,262)
-
(7,173)
Closing net book amount
11,109
16,767
12,015
6,060
45,951
At 31 December of Current year
Acquisition cost
19,885
53,960
35,160
6,060
115,065
Accumulated depreciation
(8,776)
(37,193)
(23,145)
-
(69,114)
Net book amount
11,109
16,767
12,015
6,060
45,951
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Buildings
Plant and machinery
Motor vehicles and other assets
Construction in progress
Total
At 1 January of Previous year
Acquisition cost
25,742
99,814
42,990
6,327
174,873
Accumulated depreciation
(14,107)
(72,501)
(30,797)
-
(117,405)
Net book amount
11,635
27,313
12,193
6,327
57,468
Year ended 31 December of Previous year
Opening net book amount
11,635
27,313
12,193
6,327
57,468
Additions
151
3,251
2,061
2,222
7,685
Disposals
(145)
(38)
(38)
-
(221)
Write-offs
(18)
(2)
-
-
(20)
Transfers from CIP
3,505
2,693
1,193
(7,391)
-
Depreciation charge
(1,117)
(5,592)
(3,080)
-
(9,789)
Closing net book amount
14,011
27,625
12,329
1,158
55,123
At 31 December of Previous year
Acquisition cost
28,830
103,553
44,467
1,158
178,008
Accumulated depreciation
(14,819)
(75,928)
(32,138)
-
(122,885)
Net book amount
14,011
27,625
12,329
1,158
55,123
Year ended 31 December of Current year
Opening net book amount
14,011
27,625
12,329
1,158
55,123
Additions
128
3,337
3,172
6,740
13,377
Disposals
(7)
-
(21)
-
(28)
Write-offs
(1)
(51)
(2)
-
(54)
Transfers from CIP
318
1,386
86
(1,790)
-
Depreciation charge
(1,233)
(5,761)
(3,312)
-
(10,306)
Closing net book amount
13,216
26,536
12,252
6,108
58,112
At 31 December of Current year
Acquisition cost
28,634
88,751
36,668
6,108
160,161
Accumulated depreciation
(15,418)
(62,215)
(24,416)
-
(102,049)
Net book amount
13,216
26,536
12,252
6,108
58,112
At the end of Current year, the Company’s and the Group’s property, plant and equipment with a carrying value of EUR 30,658 thousand and EUR 39,590 thousand, respectively (Previous year: EUR 30,923 thousand and EUR 41,273 thousand, respectively) was pledged as a security for credit limit agreements.
Depreciation expenses of property plant and equipment are included in selling and marketing expenses, general and administrative expenses and cost of sales in the income statement, as well as in work in progress and finished goods in the balance sheet.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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15.
Intangible assets
Company
Computer software
At 1 January of Previous year
Cost
1,327
Accumulated amortisation
(1,250)
Net book amount
77
Year ended 31 December of Previous year
Opening net book amount
77
Additions
-
Amortisation charge
(55)
Closing net book amount
22
At 31 December of Previous year
Cost
1,325
Accumulated amortisation
(1,303)
Net book amount
22
Year ended 31 December of Current year
Opening net book amount
22
Additions
53
Amortisation charge
(28)
Closing net book amount
47
At 31 December of Current year
Cost
91
Accumulated amortisation
(44)
Net book amount
47
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Computer software
At 1 January of Previous year
Cost
1,466
Accumulated amortisation
(1,373)
Net book amount
93
Year ended 31 December of Previous year
Opening net book amount
93
Additions
3
Amortisation charge
(74)
Closing net book amount
22
At 31 December of Previous year
Cost
1,462
Accumulated amortisation
(1,440)
Net book amount
22
Year ended 31 December of Current year
Opening net book amount
22
Additions
94
Amortisation charge
(38)
Closing net book amount
78
At 31 December of Current year
Cost
195
Accumulated amortisation
(117)
Net book amount
78
Amortisation expenses of computer software and other intangible assets are included in general and administrative expenses in the income statement.
16.
Investments in subsidiaries and other investments
Group
Company
Current year
Previous year
Current year
Previous year
Rokiškio Pieno Gamyba UAB (consolidated)
-
-
4,733
4,733
Rokiškio Pienas UAB (consolidated)
-
-
105
105
Jekabpils Piena Kombinats SIA (consolidated)
-
-
3
3
DairyHub.LT UAB (consolidated)
-
-
100
100
-
-
4,941
4,941
Core line of business of the subsidiary: collection and realisation of milk. The company is the main supplier of raw milk to company Jekabpils Piena Kombinats SIA (subsidiary of Rokiškio Sūris AB).
17.
Investments
Group
Company
Current year
Previous year
Current year
Previous year
Kaunata SIA (not consolidated)
165
165
103
103
Other (accounted at cost)
4
4
4
4
169
169
107
107
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The Group’s investments in subsidiaries consist of investment in Kaunata SIA. Kaunata SIA was accounted for at cost in the consolidated and separate financial statements and not consolidated due to immateriality.
Kaunata SIA, company code 240300369, VAT payer’s code: LV42403003695, address: S. Rogs, Kaunatas pag. Rezekne novads.
Results of operations for Current year (unaudited) are as follows:
Total assets: EUR 195,608; (Previous year: EUR215,502)
Property, plant and equipment: EUR 24,287; (Previous year: EUR28,374)
Results of operations: EUR (5,441); (Previous year: EUR28,115).
18.
Deferred income tax
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The offset amounts are as follows:
Group
Company
Current year
Previous year
Current year
Previous year
Deferred income tax assets:
– to be realised after more than 12 months
1,469
1,076
1,382
1,005
– to be realised within 12 months
1,069
123
444
123
2,538
1,199
1,826
1,128
Deferred income tax liabilities:
– to be realised after more than 12 months
-
-
-
-
– to be realised within 12 months
-
-
-
-
-
-
-
-
Net deferred tax liability
2,538
1,199
1,826
1,128
The gross movement in deferred income tax liabilities was as follows:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Company
Current year
Previous year
Current year
Previous year
At the beginning of the year
1,199
1,194
1,128
1,143
Recognised in the income statement 
1,339
5
698
(15)
Recognised in other comprehensive income
-
-
-
-
At the end of the year
2,538
1,199
1,826
1,128
The movement in deferred income tax assets and liabilities during the period, without taking into consideration the offsetting of balances within the same fiscal jurisdiction is as follows:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Company
Deferred income tax assets
Inventory write-down to net realisable value
Employee post-retirement benefits
Impairment of amounts receivable
Vacation reserve
Total
At 1 January of Previous year
119
209
652
163
1,143
Recognised in the income statement
4
27
(57)
11
(15)
Recognised in other comprehensive income
-
-
-
-
-
At 31 December of Previous year
123
236
595
174
1,128
Recognised in the income statement
321
19
319
39
698
Recognised in other comprehensive income
-
-
-
-
-
At 31 December of Current year
444
255
914
213
1,826
Group
Deferred income tax assets
Inventory write-down to net realisable value
Employee post-retirement benefits
Impairment of amounts receivable
Vacation reserve
Tax loss, transferable for future years
Total
At 1 January of Previous year
119
260
652
163
-
1,194
Recognised in the income statement
4
47
(57)
11
-
5
Recognised in other comprehensive income
-
-
-
-
-
-
At 31 December of Previous year
123
307
595
174
-
1,199
Recognised in the income statement
946
35
319
39
-
1,339
Recognised in other comprehensive income
-
-
-
-
-
-
At 31 December of Current year
1,069
342
914
213
-
2,538
Deferred income tax assets and deferred income tax liabilities were calculated using a tax rate of 17% (Previous year: 16%) enacted by the balance sheet date and expected to apply when the related deferred income tax asset is realised or deferred income tax liability is settled.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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19.
Loans granted
Group
Company
Current year
Previous year
Current year
Previous year
Long-term loans to employees
391
270
361
237
Other long-term loans
11,187
1,487
11,142
1,487
Less: provision for impairment of loans receivable
-
-
-
-
Long-term loans, net
11,578
1,757
11,503
1,724
Current portion of loans to employees
43
37
43
37
Other short-term loans granted
1,793
1,298
1,793
1,298
Current portion of long-term loans and short-term loans, net
1,836
1,335
1,836
1,335
Repayment terms of other long-term loans granted ranged between 1 and 5 years. The loans bear average weighted interest rate of 4.22% (Previous year: 5.74%). Other loans repayments are secured with pledges of assets or guarantees.
The fair value of borrowings is attributed to Level 2 in the fair value hierarchy.
The fair value of loans granted approximated their carrying amount.
During the reporting period, the Group concluded a transaction on the acquisition of shares of UAB Ateities ūkis (a company of the Agrokoncernas Group, the main activity of which is raw milk production) in order to ensure a stable supply of raw milk for the activities of AB Rokiškio sūris. The Group has concluded a share transfer agreement between UAB Ateities ūkis and ŽŪB Draugas (a company of the Agrokoncernas Group) providing for deferred settlement for the sold shares, according to which the full amount (EUR 10,000,012 base price + agreed interest) will be returned to the Group until 28 February 2031 (with the possibility to extend the term up to 3 times). This transaction is guaranteed in full by UAB "Agrokoncernas" as a joint and several guarantor.
Although the Group formally owns 29.67% of the shares, in accordance with the shareholders' agreement and the share rights transfer agreement, it transferred to UAB Agrokoncernas all the property and non-property rights related to these shares, including the right to receive dividends and to participate and vote at the general meetings of shareholders. The Group has retained only protective rights related to material structural decisions (reorganisation, restructuring, liquidation and assumption of significant liabilities on behalf of the Group), which do not provide an opportunity to participate in the formation of current activities or financial policy.
Assessing the nature of the transaction, the management established that the Group has neither control nor significant influence over UAB Ateities ūkis.
These agreements confirm that the Group has no long-term economic interest in the performance of UAB Ateities ūkis, does not have the power to manage the company, does not participate in the determination of its financial and operational policy, and is not entitled to dividends and other variable income. Therefore, UAB "Ateities ūkis" is neither a subsidiary (IFRS 10) nor an associate (IAS 28) and is not consolidated.
This share acquisition, transfer and deferred settlement transaction is accounted for as a financial asset in accordance with International Financial Reporting Standards (IFRS 9) and is measured at amortised cost. At the time of initial recognition, the asset was valued at the transaction amount of EUR 10,000,012. In subsequent periods, the assets are further valued at amortised cost according to the effective interest rate method, and interest income is recognised in the profit and loss account.
This financial asset position is subject to the expected credit loss (ECL) model in accordance with IFRS 9.5.5.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Information on loans receivable that were past due as at 31 December is provided in the table below:
Group
Company
Current year
Previous year
Current year
Previous year
Loans granted not past due
13,414
3,092
13,339
3,059
Impaired loans granted
-
-
-
-
Gross value of loans granted
13,414
3,092
13,339
3,059
Less: Provision for impairment of loans receivable
-
-
-
-
Net amount
13,414
3,092
13,339
3,059
20.
Inventories
Group
Company
Current year
Previous year
Current year
Previous year
Raw materials
4,036
3,832
1,849
1,800
Work in progress
14,977
16,041
14,720
15,712
Finished products
73,746
61,157
57,725
59,386
Other inventories
1,869
2,522
1,430
2,265
Total inventories at cost
94,628
83,552
75,724
79,163
Less: inventory write-down to net realizable value
(6,287)
(770)
(2,613)
(770)
Total inventories
88,341
82,782
73,111
78,393
Inventories recognized as an expense:
Group
Company
Current year
Previous year
Current year
Previous year
Costs of sales
318,738
282,563
310,626
269,623
Seling and marketing, general and administrative expenses
2,601
3,242
2,045
3,062
Total inventories
321,339
285,805
312,671
272,685
During Current and Previous years inventories were pledged as security for bank borrowings, subsidiaries’ inventories were not pledged.
The Company’s inventories as at 31 December of Current year: 0 tons of hard cheese (Previous year: 943 tons), 0 tons of cagliata and mozzarella cheese (Previous year:104 tons), 139 tons of cheese with palm oil (Previous year: 0 tons) held in Lithuania. The total value of these inventories is EUR 612 thousand (Previous year: 5,526 thousand).
The Company and the Group have to maintain comparably high level of hard cheese levels due to technological process i.e., before selling this type of cheeses to customers, it is needed to mature them for period from 6 month to 3 years. The Company does not have long-term contracts with customers to be able to fix sales price.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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21.
Trade and other receivables
Group
Company
Current year
Previous year
Current year
Previous year
Non-current receivables
Prepayments for non-current assets
357
307
357
307
Prepayments for milk supply
3,234
11,157
3,234
11,157
3,591
11,464
3,591
11,464
Current receivables
Trade receivables
40,898
50,774
47,443
45,346
VAT receivable
5,299
6,237
2,265
3,335
Prepayments for milk supply
1,194
1,018
401
273
Other prepayments and deferred expenses
1733
475
300
325
49,124
58,504
50,409
49,279
As at the end of Current year the Group’s and the Company’s trade receivables and claim rights to future trade receivables were pledged as collateral respectively for amount not larger than EUR 20,000 thousand (Previous year: no larger than EUR 20,000 thousand).
At year end of Current and Previous years prepayments for milk supply were granted with repayment terms ranging between 1 month and 4 years. The annual interest rate ranged between 1,1% and 6%. Majority part of prepayments for milk supply were secured with pledges of assets (land, building) of the farmers. Most of prepayments for milk supply are repaid not in the form of money but are offset with amounts payable for raw milk purchases from farmers, therefore they do not meet criteria for the financial assets.
In view of the deterioration of the economic situation of certain farmers, an impairment provision was established for certain prepayments for milk supply. As at the end of Current and previous years, it amounted, respectively, to EUR 0 thousand and EUR 211 thousand.
The information on credit quality of receivables is provided in Note 3.1. (b).
Movement in impairment during the financial year for trade receivables under contracts with clients:
Group
Company
Current year
Previous year
Current year
Previous year
In the beginning of the reporting period
3,504
3,786
3,504
3,786
Bad debts reversal during the year
-
(282)
-
(282)
Recognized impairment during the year
1,868
-
1,868
-
At the end of the reporting period
5,372
3,504
5,372
3,504
The Group received no collaterals as a security for impaired amounts receivable.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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22.
Cash and cash equivalents
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Cash at bank and on hand
6,022
4,244
37
56
6,022
4,244
37
56
As at the end of Current year, cash at bank balances pledged amounted to EUR 1,426 thousand (Previous year: EUR 1,800 thousand).
For the purposes of the cash flow statement, cash and cash equivalents comprise as follows:
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Cash at bank and on hand
6,022
4,244
37
56
6,022
4,244
37
56
23.
Share capital
As at the end of Current year, the authorized capital of the Company amounted to 32,281,173 (Previous year: 32,281,173) ordinary registered shares with a par value of EUR 0.29 per share. All shares are fully paid. The total amount of the authorized capital is EUR 9,361,540 (Previous year: EUR 9,361,540).
Dividends
Dividends per share (other than treasury shares) declared at the Company for the previous year were paid out in the current year.
Company
At 31 December
Current year
Previous year
Dividends per share, EUR
0.20
0.15
Total amount of dividends paid
(6,284)
(5,251)
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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24.
Treasury shares
Current year
Previous year
Number
Amount
Number
Amount
At the beginning of the year
861,274
(1,895)
861,274
(2,251)
Cancelled treasury shares
-
-
(3,586,797)
8,247
Treasury shares acquired
-
-
3,586,797
(7,891)
861,274
(1,895)
861,274
(1,895)
Treasury shares purchased through the official bidding market of Nasdaq Vilnius stock exchange.
During Current year there were no purchases of treasury shares.
During Previous year the Company made 2 purchases of own shares:
During 20-24th of May 2024, there were acquired 2,725,523 units of treasury shares for an amount of EUR 5,996 thousand.
During 23-27 of September 2024, there were acquired 861,274 units of treasury shares for an amount of EUR 1,895 thousand.
Based on decision made on extraordinary shareholders meeting held on 27 June 2024 the Company canceled 10 percent of treasury shares, new by laws were registered on State register of legal entities on 10th of September 2024.
25.
Other reserves and reserve for acquisition of treasury shares
Reserve for acquisition of treasury shares
Total reserve for acquisition of own shares was EUR 9,943 thousand (Previous year: EUR 9,943 thousand).
On the annual shareholders’ meeting held on 30th April 2024 shareholders decided to increase the reserve for acquisition of treasury shares by EUR 6,300 thousand and, during cancelation of treasury shares, respectively reduced by EUR 7,207 thousand.
There were no treasury shares acquired from the reserve for changes during the current year.
Other reserves
Non-distributable reserves (legal reserves) of Rokiškio Sūris AB, Rokiškio Pieno Gamyba UAB and Rokiškio Pienas UAB can only be used to cover future operating losses, if any.
Revaluation reserve represents an increase in the value of property, plant and equipment as a result of its revaluation. This reserve may not be used to cover losses. Movements in revaluation reserve are given in the table below.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Non-distributable reserve
1,985
1,985
1,113
1,113
Revaluation reserve
1,041
1,041
1,041
1,041
3,026
3,026
2,154
2,154
26.
Borrowings
Group
Company
Current year
Previous year
Current year
Previous year
Non-current
Non-current borrowings
-
1,750
-
1,750
Current
Current borrowings
27,423
32,335
27,423
32,335
Total borrowings
27,423
34,085
27,423
34,085
The Company’s and the Group’s current borrowings – credit line granted by SEB Bankas. Interest rate for non-current borrowings is fixed, interest rate for current borrowings is Euribor plus margin at market level.
The Group acquired IR/SWAP and fixed entire amount of non-current borrowings interest rate for entire period of the loan. The fair value of the derivative is EUR 16 thousand as at the end of Current year (Previous year: EUR 82 thousand).
Under the loan agreements signed with the banks, certain property, plant and equipment (Note 14), inventories (Note 20), trade receivables (Note 21) and cash balances in bank accounts (Note 22) were pledged as collateral.
The carrying amounts of the Group’s and the Company’s borrowings are denominated in Euro only.
The fair value of borrowings does not materially differ from the carrying amount.
Net debt Reconciliation
Group
Company
Current year
Previous year
Current year
Previous year
Cash and cash equivalents
6,022
4,244
37
56
Credit line
(25,673)
(30,235)
(25,673)
(30,235)
Borrowings (excluding credit line)
(1,750)
(3,850)
(1,750)
(3,850)
Net debt
(21,401)
(29,841)
(27,386)
(34,029)
As at the end of Current year, the balance not withdrawn under the committed credit line facilities with the banks amounted to EUR 24,327 thousand (Previous year: EUR 19,765 thousand) for the Company and the Group.
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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The Group was not in breach of the set borrowing limits or financial covenants (Note 3.2).
27.
Deferred income
Group
Company
Current year
Previous year
Current year
Previous year
Government grants at the beginning of the year
2,509
2,560
2,179
2,027
Government grants recognised
895
463
-
463
Recognised in the income statement
(577)
(514)
(311)
(311)
2,827
2,509
1,868
2,179
Less: non-current portion
(2,325)
(2,199)
(1,559)
(1,869)
Current portion
502
310
310
310
Deferred government grant is related to acquisition of property, plant and equipment using the European Union funds and the funds of the Lithuanian Government under the SAPARD, Rural Development Programme and other programmes. The Company has no obligation to repay or otherwise refund the grants received unless it breaches the contractual provisions contained in the agreements with the grantors.
28.
Trade and other payables
Group
Company
Current year
Previous year
Current year
Previous year
Trade payables
20,198
22,443
17,720
20,714
Salaries, social security contributions and taxes
2,551
2,333
1,534
1,303
Advance amounts received and other payables
1,143
1,248
1,025
872
Accrued expenses
2,759
2,319
1,590
1,424
26,651
28,343
21,869
24,313
29.
Provisions
Group
Company
Current year
Previous year
Current year
Previous year
Non-current
Non-current provisions
1,736
1,573
1,319
1,230
Current
Current provisions
280
345
183
247
Total provisions
2,016
1,918
1,502
1,477
Employee benefit obligations
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Company
Current year
Previous year
Current year
Previous year
At the beginning of the year
1,918
1,735
1,477
1,396
Recognized in other comprehensive income – remeasurement loss from change in demographic assumptions
-
-
-
-
Recognized in profit or loss – interest expense
98
183
25
81
At the end of the year
2,016
1,918
1,502
1,477
The Company’s and the Group’s current and non-current provisions consists of provisions for payments at the day of retirement calculated in accordance with the legal acts of the Republic of Lithuania. The amount of the benefit equals to 2 monthly average salary amounts (calculated on last 3 month of service salary amounts). The amount does not depend on service years. The sensitivity of the defined obligation to changes in the weighted principal assumption is:
Impact on defined obligation
Change of assumption
Increase in assumption
Decrease in assumption
Current year
Previous year
Current year
Previous year
Current year
Previous year
Discount rate
1%
1%
-1%
-1%
1%
1%
Salary growth rate
1%
1%
1%
1%
-1%
-1%
The above sensitivity analyses are based on a change while holding all other assumptions constant. The methods of assumptions used did not change compared to prior period.
30.
Contingent liabilities and commitments
Contingent liabilities
As at the end of Current and Previous years, no guarantees were granted to third parties on behalf of the Group and the Company.
Capital expenditure commitments
As at the end of Current and Previous years, there were no capital expenditure contracted for property, plant and equipment at the balance sheet date but not recognised in the financial statements.
Assets pledged as collateral to the bank are disclosed in Notes 14, 21 and 22.
31.Cash flows from operating activities
Reconciliation of profit before income tax to cash generated from operating activities:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Net profit (loss) before income tax
19,230
25,601
17,035
22,110
Adjustments for:
depreciation (Note 14)
10,306
9,789
7,173
6,737
amortisation (Note 15)
38
74
28
55
write-off of property, plant and equipment and intangible assets (Notes 14 and 15)
54
20
2
21
loss/(profit) on disposal of property, plant and equipment (Note 9)
(460)
(173)
(422)
(103)
interest expense (Note 11)
853
1,841
853
1,841
interest income (Note 8)
(746)
(998)
(746)
(998)
amortisation of loans
-
-
-
-
inventory write-down to net realisable value (reversal)
5,517
(20)
1,843
(20)
impairment for doubtful receivables and write-offs of bad debts (reversal) (Note 21)
1,867
(632)
1,867
(632)
accrual for vacation reserve and bonuses
423
454
167
-
amortisation of government grants received (Note 27)
(537)
(514)
(310)
(311)
dividend income
-
-
(9,673)
(10,338)
Changes in operating assets and liabilities:
trade and other receivables
7,331
(3,418)
(1,893)
(3,727)
inventories
(11,076)
11,635
3,439
12,210
prepayments for milk supply
(4,131)
(10,727)
(4,131)
(10,727)
trade and other payable
1,401
(173)
(2,033)
2,078
Net cash generated from/(used in) operating activities
30,071
32,760
13,199
18,196
For the purpose of the cash flow statement, proceeds from disposal of property, plant and equipment comprised as follows:
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Net book amount (Note 14)
28
221
28
222
Profit/(Loss) on disposal of property, plant and equipment (Note 9)
460
173
422
103
Proceeds from sale of property, plant and equipment
488
394
450
325
32.
Related-party transactions
Main shareholders of the Company:
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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At 31 December
Current year
Previous year
Antanas Trumpa and family members (Chairman of the Board)
23.35%
23.35%
Pieno Pramonės Investicijų Valdymas UAB (established in Lithuania)*
30.23%
30.23%
RSU Holding SIA (established in Latvia)*
27.74%
27.74%
Other shareholders (legal entities and natural persons, not related parties)
18.68%
18.68%
* Pieno Pramonės Investicijų Valdymas UAB is controlled by Mr Antanas Trumpa (as a principal shareholder holding 50.6% of the share capital and votes of Pieno Pramonės Investicijų Valdymas UAB). RSU Holding SIA is controlled by Mr Dalius Trumpa (as a single shareholder holding 92% of the share capital and votes of RSU Holding SIA). The group of persons acting in concert holds in total 81.32% (Previous year: 83.18%) of the Company’s share capital and votes.
Members of the Board of Directors of Pieno Pramonės Investicijų Valdymas UAB, RSU Holding SIA, , and Rokiškio Sūris AB and their family members are treated as related parties. In year 2023 as related parties were treated all Fonterra group companies including Fonterra (Europe) Coöperatie U.A. Fonterra group stepped off from shareholding in the Company and from the Board of the Company, as from 1 October 2024 the Fonterra group companies are not treaded as related parties.
Certain cooperative societies engaged in the production of milk are treated as related parties of the Company because the Company can exercise a significant influence over daily activities of these cooperative societies through close family members of its directors and certain employees.
(i) The following transactions were carried out with related parties:
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Purchase of milk from other related parties
2,706
4,237
51,385
44,300
Purchase of non-current assets
1
-
1
35.00
Purchase of inventory
0
-
9,899
11,627
Purchases of services
232
343
3,175
1,871
Sales of transportation services to other related parties
56
78
2,338
2,463
Sales of production and other inventories
48
55
151,826
103,934
Interest charges on credit facility
11
11
11
11
In order to properly indicate the internal turnover of Rokiškio Sūris AB, Rokiškio Pienas UAB, and Rokiškio Pieno Gamyba UAB, the management of the Group has decided that raw materials used in the production of exported products of Rokiškio Sūris UAB will be bought at a zero price, while the production generated by Rokiškio Pienas UAB and Rokiškio Pieno Gamyba UAB will be sold as a service, i.e. excluding the value of raw materials.
Transactions related to the purchase of milk, acquisition of non-current assets and inventories, purchase and sale of services and goods with related parties are carried out under normal market conditions, including Fonterra group companies.
In 2012 the agreement was signed with Fonterra (Europe) Coöperatie U.A. for the purpose of financing the acquisition of certain production facilities and improvement of certain production lines. Together with
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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the financing agreement the Company signed long term sales agreement, where the Company committed to produce by the above mentioned production lines the agreed quantity of certain products and sell it to Fonterra (Europe) Coöperatie U.A., while Fonterra (Europe) Coöperatie U.A. committed to purchase them. According to the financing agreement the prepayment received is amortised in equal parts until 2033, if the Company is fulfilling its obligations under the sales agreement. The total value of sales of products related to the advance payment is EUR 2,275 thousand for the period ended 30 September 2024 (12 months period of year 2023: EUR 12,650 thousand). Related trade receivables and trade payables were equal zero at 1 of October and 31 of December 2024. There were no any purchases during the years 2024 and 2023. During 2024, the Company and Fonterra (Europe) Coöperatie U.A. terminated the agreement after the Fonterra Group decided to withdraw from the Company's share capital. All transactions, when there were after 1 of October 2024, were carried out as an unrelated party.
(ii) Year-end balances arising from transactions with related parties:
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Current loan receivable from Dzūkijos Pienas KB
298
298
298
298
Trade payables to other related parties
74
6
2,633
2,992
Trade receivables from other related parties
-
44
21,296
9,277
By the decision of the Shareholder of Rokiškio Pieno Gamyba UAB, Rokiškio pienas UAB and Jakabpils piena kombinats SIA it was decided to approve and allocate dividends in the amount of EUR 4,175 thousand, EUR 5,498 thousand and EUR 0 thousand (Previous year: EUR 5,499 thousnd, EUR 4,133 and EUR 706 thousand). Dividends were paid out to Rokiškio Sūris AB in May of Current and Previous years respectively.
(iii) Guarantees of the Group's subsidiaries for a bank loan of the parent company
Rokiškio pieno gamyba UAB , Rokiškio pienas UAB and DairyHub UAB are obliged to answer all their assets in the same amount as the parent company to SEB bankas during the period of the financing agreement, if the parent company fails to fulfil its payment obligations to the bank under the financing agreement.
(iv) Compensation of key management personnel
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Salaries
171
224
155
203
Bonuses/management bonuses paid
45
36
45
36
Accrual (reversal) for management bonuses
-
-
-
-
Social security contributions
3
4
3
4
219
264
203
243
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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Key management personnel include 10 (Previous year: 10) members of the Board and management officers.
33.
Services rendered by the audit firm
Presented below are all services rendered by the audit firm to the Group / the Company (in EUR thousands):
Group
Company
At 31 December
At 31 December
Current year
Previous year
Current year
Previous year
Audit of the financial statements and sustainability report under the agreement
98
111
52
46
Tax consultation services
-
20
-
13
98
131
52
59
34.
Change of accounting policy for property, plant and equipment
During preparation of the financial statements for the year 2024, management decided to change the accounting policy for property, plant and equipment by changing the policy from accounting for assets at revalued value to accounting at the cost of acquisition according IAS16 “Property, plant and equipment”.
·
In accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", this change is material has been applied retrospectively. The balance sheet data for 31 December 2023 and 1 January 2023 and the profit loss statement for year 2023 have been adjusted to reflect the new accounting principles that apply. This change had an impact on the carrying amount of fixed assets, the revaluation reserve, the amount of the deferred income tax liability, depreciation and profit for the period. Detailed information is given in Previous year financial statements.
Management is confident that this change will help investors and other stakeholders to more reliably assess the performance and financial position of the Group and the Company.
35.
Impact of war in Ukraine
On 24 February 2022 the Russian Federation started a war in eastern Ukraine, which was condemned by the World. The economic and financial sanctions were imposed on Russian regime. Management of the Group has assessed the possible consequences of these sanctions and the effect of the war for the financial results to the Companies of the Group should not be significant.
During Current and Previous years the Group’s and the Company has no any sales to clients in Russia and Belarus.
During Current year the Group’s and the Company’s sales of milk products to the clients Ukraine totaled EUR 2,029 EUR thousand and EUR 1,031 thousand respectively (Previous year: EUR 2,198 thousand and EUR 905 thousand).
Notes to the consolidated and stand-alone financial statements
(All tabular amounts are in EUR thousand unless otherwise stated)
Current year – 2025
Previous year – 2024
12-month period ended – 31st December
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As at the end of Current year there were no accounts receivable from companies Ukraine (Previous year: EUR none).
The management of the Group carefully monitors the situation in Ukraine and the sanctions imposed in order to comply. However, based on Group’s Management evaluation, the current situation does not affect the Group’s ability to continue as a going concern.
36.
Environmental, Social and Governance (ESG) matters - Consideration of climate change and resulting climate related risks
The Group is continuously assessing climate related risks and their impact on the Group’s operation, including the physical risks of climate change (such as severe weather events and the effects of rising temperatures), the policy changes and economic consequences of efforts being made towards decarbonisation of the economy. Further disclosure how the Group’s operations are impacted by the climate related risks is provided in the paragraph 53.
For the identified climate related risks, the Group has assessed their impact on the recognition/derecognition of assets and liabilities and measurement of such assets and liabilities as well. As at date of preparing financial statements the Group’s management did not identify any material maters that could materially affect assets, liabilities or it’s measurement or require additional disclosures in the financial statements, in addition as disclosed in above mentioned reports.
37.
Events after the reporting period
There were no significant events after reporting period.
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GENERAL INFORMATION
38.
Reporting period for which the management report is prepared
This 2025 consolidated report covers the period from 1 January 2025 to 31 December 2025.
39.
Key information about the issuer:
Name of the issuer:
ROKISKIO SURIS AB (hereinafter referred to as the Company)
Legal form:
Public limited company
Date and place of registration:
28 February 1992. State Enterprise Centre of Registers
Company code:
173057512
Address:
Pramones st. 3, LT 42150 Rokiskis, Republic of Lithuania
Keeper of the register of legal persons:
State Enterprise Centre of Registers
Telephone number:
+370 458 55200
Fax number
+370 458 55300
Email address:
rokiskio.suris@rokiskio.com
Website address:
www.rokiskio.com
ISIN code:
LT0000100372
LEI (Legal Entity Identifier) code:
48510000PW42N5W74S87
Share trading code AB Nasdaq Vilnius
RSU1L
40.
Information about the Company's group of companies
31 December 2025 Rokiskio suris AB Group (the Group) consists of the parent company Rokiskio suris AB and five subsidiaries (2024: parent company and five subsidiaries). The group has no branches or representative offices either in Lithuania or in other countries.
Main company:
Rokiskio suris AB (company code 173057512, registered office address, Pramones st. 3, LT-42150 Rokiskis)
Subsidiaries of Rokiskio suris AB:
Rokiskio pienas UAB (company code 300561844, registered office address Pramones st. 8, LT - 28216 Utena). Rokiskio suris AB is the founder and sole shareholder of Rokiskio pienas UAB, holding 100 % of shares and votes.
Rokiskio pieno gamyba UAB (company code 303055649, registered office address Pramones st. 8, LT - 28216 Utena). Rokiskio suris AB is the founder and sole shareholder of Rokiskio pieno gamyba UAB, holding 100 % of shares and votes.
The Latvian company SIA Jekabpils piena kombinats (company code 45402008851, registered office address Akmenu iela 1, Jekabpils, Latvia LV-5201). Rokiskio suris AB holds 100 % of the shares and votes of the company.
The Latvian company SIA Kaunata (company code 240300369, registered office address Rogs, Kaunata pag., Rezeknes nov., Latvia), Rokiskio suris AB owns 40 % of the company's shares and Rokiskio pienas UAB owns 20 %.
DairyHub.LT UAB (company code 305831304, registered office address Kauno st. 65, LT-20118 Ukmerge). Rokiskio suris AB is the founder and sole shareholder of DairyHub.LT UAB, holding 100 % of shares and votes.
41.
Nature of the principal activities of the company and group
The main activities of the Rokiskio suris Group:
Dairy farming and cheese production (EVRK 10.51)
Rokiskio suris AB:
Rokiskio suris AB is principally engaged in the production and marketing of fermented cheeses, whey products and skimmed milk flour.
Subsidiaries:
The main activity of Rokiskio pienas UAB is the sale of fresh dairy products and fermented cheeses.
The main activity of Rokiskio pieno gamyba UAB is the production of fresh dairy products (milk, kefir, sour milk, butter, cottage cheese, cottage cheese, sour cream, glazed cheese, desserts).
SIA Jekabpils piena kombinats is active in the purchase of raw milk.
SIA Kaunata business is the purchase of raw milk.
DairyHub.LT UAB – preparation and sale of hard cheeses to final consumers in various countries around the world.
42.
Group strategy and objectives
In order to ensure that all members of the Company's governing bodies have a clear understanding of the Company's goals, directions and objectives, the Company's strategy is being developed to set out long-term strategic goals and objectives.
Rokiskio suris Group is guided by a 3-year strategic plan approved by the Board of Directors, the main provisions of which are presented below:
MISSION:
Rokiskio suris AB = Trusted Dairy Professionals
VISION:
In Lithuania, which has become Baltlandia, more than 1 million tons of raw milk per year are processed sustainably.
OBJECTIVES:
o
Sustainable milk processing.
o
Leadership in the dairy sector in the region.
o
Flexible production and sales of premium quality products that exceed consumer expectations.
o
To be the most attractive and reliable partner for dairy farmers.
o
Continuously increase shareholder value.
o
Achieving sustainability objectives along the entire chain.
Achieving our goals:
o
By increasing the amount of milk bought and processed by 5% each year.
o
We are targeting a net annual yield of 3%.
o
By continuously reducing greenhouse gas emissions, energy and water consumption and the use of non-recyclable packaging in the production process.
o
Folow sustainable principle of business development.
43.
Highlights of the reporting period
General Meeting of Shareholders of Rokiskio suris AB held on 30 April 2025:
1. Agreed with the Audit Committee's conclusion.
2. Approved the audited consolidated and Company financial statements for 2024.
3. Approved the allocation of profit/loss for 2024:
thousand EUR
1.
Retained earnings of the Company for the year at the beginning of the year
82,169
2.
Dividend for previous year approved by shareholders
-5,251
3.
Transfers to reserve for own shares purchase
-6,300
4.
Allocated for annual payments (tantiemes) for 2023
-33
5.
Retained earnings (losses) for the year at the beginning of the year after payment of dividends and transfer to reserves
70,585
6.
Net profit/(loss) of the Company for the year under review
21,302
7.
Total distributable profit of the Company
91,887
8.
Share of profits allocated to the statutory reserve
0
9.
Share of profit allocated to other reserves
0
10.
Share of profit allocated to dividends*
-6,283
11.
Share of profit allocated to annual payments (bonuses) to members of the Management Board, employee bonuses and other purposes, recorded in the Profit and Loss Account
-45
12.
Retained earnings (losses) at the end of the financial year to be carried forward to the following financial year
85,559
The total dividend allocation is EUR 6,283,979.80 EUR 0.20 per ordinary registered share.
4. Approved the company's remuneration report.
5. Taken the decision to acquire its own shares
Acquire treasury shares in the Company on the following terms:
5.1. Purpose of acquisition of own shares – maintain and increase the price of the Company’s share price.
5.2. Maximal number of the shares to be purchased – total value of the Company’s treasury shares including the nominal value of already owned shares may not exceed 1/10 of the Company’s Authorized Capital.
5.3. Period during which the company may purchase own shares – 18 months from the approval of resolution.
5.4. Maximal and minimal purchase price per share - the maximum purchase price per share is EUR 2.94 per ordinary registered share of AB "Rokiškio sūris". The minimum purchase price per share shall be EUR 1,98 per ordinary registered share of Rokiškio sūris AB.
5.5. Procedure of selling the treasury shares and minimal sales price – The Company’s treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company’s shares.
5.6. Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company’s own shares, organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.
The company has accumulated a reserve of kEUR 9,943 for acquisition of treasury shares.
The decision of the General Meeting of Shareholders of April 30, 2024 regarding the acquisition of own shares shall become invalid as of the date of adoption of this resolution.
6. The audit firm BDO auditas ir apskaita UAB, is elected to perform the audit of the annual consolidated and separate financial statements of Rokiškio sūris AB Group and Parent company and evaluation of Consolidated management report, including sustainability information, for the years 2025 and 2026.
7. The following members of the Audit Committee have been elected for a 4 year term: Kęstutis Gataveckas (independent member), Vidmantas Pečiūra (independent member) and Dalia Zdanevičienė (employee of AB Rokiškio sūris finance dep.).
Regarding the investment in the share capital of UAB "Ateities ūkis"
In order to promote the production of raw milk in Lithuania, AB "Rokiškio sūris" has invested EUR 10 million in to the authorized capital of UAB "Ateities ūkis" by acquiring 29.67 per cent of the authorized capital. UAB "Ateities ūkis" is a company belonging to the Agrokoncernas group, one of the main activities of which is the production of raw milk. In the opinion of the management of AB Rokiškio sūris, this transaction is beneficial for the company, as it will ensure an increase in the production of high-quality raw milk in Lithuania. The Management is also confident that the transaction is financially secure and will not have a significant impact on the company's performance and financial situation.
On 30 August 2025, six-month results of the Rokiskio suris Group for 2025 were announced
In January-June 2025, the consolidated unaudited sales of Rokiskio suris AB Group amounted to EUR 211 873 thousand, i.e. 21.2% more than in the same period in 2024 (EUR 174 808 thousand). Rokiskio suris AB Group earned a net profit of EUR 10 288 thousand in the first 6 months of 2025 (net profitability 4.86%). In the same period of 2024, the Group generated a net profit of EUR 6 429 thousand. The EBITDA of the Rokiskio suris AB Group for the first half of 2025 - profit before interest, taxes, depreciation and amortisation - amounted to EUR 17 730 thousand. EBITDA for the first half of 2024 amounted to EUR 13 710 thousand. The increase in the Group's operating result is due to higher prices for fermented cheeses, whey products and fats in the first half of 2025.
Extraordinary general meeting of shareholders of AB Rokiškio sūris held on December 10, 2025:
1.
Elected members of the Company's Board:
The following members elected to the Board of Directors of AB Rokiškio sūris for a term of 4 (four) years: Antanas Trumpa (former Board Chairman), Jonas Vaičaitis (independent member), Paul M Campbell (independent member), Ligita Trumpaitė – Lumpickienė (UAB Rokiškio pieno gamyba Director of Production & Administration), Rita Trumpaitė – Vanagienė (Entrepreneur, Doctor of Medical Sciences), Andrius Trumpa (AB Rokiškio sūris Head of Asset Safety and Maintenance).
44.
Significant events after the end of the financial year
After the end of the financial year (31 December 2025) no significant events occurred in the Company or the Group.
Further information on significant events after the end of the financial year is disclosed in note 37 to the consolidated and parent company financial statements of Rokiskio suris AB as at 31 December 2025.
INFORMATION ON THE COMPANY'S AND GROUP'S ACTIVITIES
45.
Group operating environment
Key provisions
Who we are:
We process more than 500,000 tons of milk in three dairies.
We produce and sell more than 40,000 tons of different cheeses.
About two-thirds of our production is exported outside Lithuania.
We are a responsible employer of around 1,000 employees.
The Group's activities include the purchase of raw milk, the production of various dairy products and their sale on the Lithuanian and export markets.
The group does not have or use intangible resources.
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Purchase of raw milk
The main raw material used in the production of AB Rokiškio sūris group companies is raw cow's milk. The company purchases raw milk in Lithuania, Latvia, and Estonia.
Purchase structure by country
In 2025, 56% of the total volume of raw milk was purchased in Lithuania, 31% in Latvia, and 13% in Estonia. Compared to previous years, the purchase structure remained stable, with Lithuania continuing to be the main market for raw milk supplies.
Country
2023
2024
2025
Lithuania
51 %
57 %
56 %
Latvia
32 %
30 %
31 %
Estonia
17 %
13 %
13 %
Most of the raw materials are purchased from Lithuanian milk producers, which allows the company to manage the supply chain more efficiently and maintain close cooperation with local farmers and agricultural companies.
Purchase structure at the company from Lithuanian milk suppliers
In Lithuania, there has been a consistent concentration of purchasing in the large dairy producer segment. In 2025, AB Rokiškio sūris purchased 67% of all milk produced in Lithuania from agricultural companies.
Group of suppliers
2023
2024
2025
Farmers
24 %
20 %
17 %
Agricultural companies
56 %
68 %
67 %
Companies, cooperatives
20 %
12 %
16 %
Strategically, the company focuses on cooperation with large dairy farms that:
• adhere to high standards of hygiene, animal welfare, and sustainability;
• ensure balanced and high-quality animal feed throughout the year;
• invest in modern infrastructure and employee training.
Such dairy farms ensure a stable supply of high-quality raw materials and effective production planning.
According to data from the Milk Accounting Information System of the State Enterprise Agricultural Data Centre (ŽŪDC), in December 2025 Lithuanian milk processing companies purchased approximately 71.0% of the total amount of milk purchased in Lithuania from milk producers selling more than 40 tons of raw milk per month. Meanwhile, AB Rokiškio sūris purchased as much as 93.4% of the raw milk from suppliers in this segment in Lithuania, which shows a clear focus on large, efficient dairy farms.
Purchase pricing
Below is a comparison of the purchase prices of natural milk purchased by AB Rokiškio sūris from milk producers selling more than 40 tons of milk per month in 2023-2025.
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The diagram shows that the purchase price of raw milk, which began to rise in September 2024, remained at a higher level until September 2025. Since October 2025, a downward trend in prices has been observed.
Since the end of 2025, the milk market has been characterised by imbalance. Prices for dairy products on international exchanges began to fall as consumption of dairy products did not grow significantly and remained at a similar level. During the same period, high raw milk purchase prices encouraged growth in raw milk production, resulting in a higher than expected supply of raw milk on the market, which further destabilized the market.
As dairy product prices fell on international exchanges, these trends also affected the Lithuanian market. Since Lithuania exports a large part of its milk production, pricing is closely linked to changes in the global market. As the prices of exported dairy products fell, the purchase price of raw milk also fell in both Lithuania and other European countries.
The current situation should be viewed not as a sudden crisis, but as a natural market correction following a period of growth.
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Production of dairy products
AB Rokiškio sūris Group is one of the largest dairy processing companies in Lithuania, producing and supplying consumers with more than 300 product names. These include not only the well-known and commonly consumed fermented cheeses, processed cheeses, butter, curd and curd products, and other fresh dairy products, but also various whey products, such as milk sugar, IBK (whey protein concentrate), IBI (whey protein isolate).
The products manufactured by the companies of the AB Rokiškio sūris group are of high quality and have earned recognition not only in the domestic market but also in export markets.
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In total, the group processed 522,199 tons of milk in 2025, which is 7.8% more than in 2024.
The production of fermented cheese increased by 4.4% in 2025 compared to 2024. The amount of hard cheese was 13.5% higher than in 2024. The amount of semi-hard cheese produced was 26% lower, and fresh cheese production was 12.5% lower. In 2025, 4.9 times more cheese products with vegetable fats were produced than in 2024. Changes in the product range were determined by market demand and price changes.
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In 2025, production of GRAND hard cheese decreased by 0.3% compared to 2024. GRAND cheese technology was developed by the company's production technologists and masters together with cheese master Angelo Frosio, a professor from Italy. GRAND hard cheese (GRANA type) weighs about 32 kg. These hard cheeses are characterized by their exceptional mature, rich, and piquant taste. The production process for this type of cheese is very complex, requiring significant investment, exceptional knowledge, time, and patience. Only a company with a very high technical level and a team of highly qualified specialists can produce such cheeses.
Changes in production volumes of Rokiskio suris AB Group in 2021-2025:
2025
2024
2023
2022
2021
Fermented cheeses, t
40,348
38,638
39,545
37,831
35,357
Milk sugar, t
13,471
13,411
13,934
12,701
12,631
Butter and spreadable fat mixtures, t
6,127
5,133
7,432
5,816
5,451
Fresh milk products, t
42,069
45,152
41,294
42,317
45,365
WPC powder, t
2,789
2,731
2,958
2,648
2,615
Dried milk products, t
4,369
3,101
4,125
3,129
3,170

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In 2025, the company produced 0.4% more milk sugar than in 2024.
The volume of fresh milk products decreased by 7% in 2025 compared to 2024. However, the volume of butter and spreadable fat mixtures increased by 19%.
In 2025, dry milk product production increased by 41% compared to 2024.
In 2025, the company began producing 500 g and 1000 g butter.
Rokiškio NAMINIS is the first butter in Lithuania to be produced in a larger 500 g package for the domestic retail market. The larger package was created with families in mind, who often cook and are looking for more practical solutions.
Rokiškio NAMINIS 82% fat, 500 g butter won the Lithuanian Product of the Year gold medal. This award reflects not only the high quality of the product, but also the targeted progress of the local dairy industry.
In 2022, AB Rokiškio sūris began producing a new product – spreadable melted cheese with additives. In 2023, the well-known spreadable melted cheese with ham, chimichurri spices, chanterelles, and Grand was joined by a new product: spreadable melted Mozzarella cheese. In 2025, 17% less spreadable processed cheese was produced compared to 2024.
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46.
Group sales
As every year, most of the company's production is exported. In 2025, Rokiškio Sūrio Group exports its products to 53 countries worldwide. (2024: 55 countries). In 2025, the Group resumed sales to Moldova. It began sales to Morocco, Colombia, and Guinea. It discontinued sales to countries such as Algeria, Libya, and Thailand.
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In 2025, the group's exports accounted for about 70% of total sales. Meanwhile, in 2024, exports accounted for about 67%. Italy remains the main and largest buyer of the group's products.
A large part of the production is also exported to the Netherlands, Germany, and Poland.
thousand EUR
%
thousand EUR
%
%
2025
2024
Change
Lithuania
122,041
30.31
121,805
32.89
0.19
European countries
244,652
60.76
220,903
59.65
10.75
Middle East
13,245
3.29
13,330
3.60
-0.64
Far East
5,887
1.46
4,780
1.29
23.16
North America
5,214
1.29
4,398
1.19
18.55
Other countries
11,631
2.89
5,132
1.39
126.64
Total:
402,670
100.00
370,348
100.00
8.73
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In 2025, the group's sales revenue amounted to EUR 402,670 thousand. Compared to 2024 (EUR 370,348 thousand), the group's sales revenue increased by 8.73%.
2024 was an exceptional year for the dairy industry in terms of prices, especially in the fat (butter and cream) market, where prices rose to historic highs. However, in the second half of 2025, prices for both cheese and milk fat began to decline significantly, and by the end of the year, fat prices had reached their lowest level in several years.
This trend was driven by increased supply of raw milk in Europe. In 2025, milk purchase prices were among the highest in the company's history, which stimulated milk production growth in many European countries. The largest growth in raw milk production was recorded in Ireland, Poland, and France. Due to the increased supply of raw milk, the prices of fresh cheese, cream, and butter fell the most in 2025.
Compared to 2024, the company replaced part of its fresh natural milk cheese production with plant-based cheese production. In 2025, 8.5 times more plant-based cheese was produced and sold than in 2024, with the majority of production sold on European Union markets.
In 2025, the company exported a significant amount of vegetable cheese to the Middle East, partially replacing butter exports to this region. Compared to 2024, butter exports to the Middle East fell by 2.5 times, but the overall decline in exports to these countries was minimal (-0.64%) as it was almost entirely offset by increased exports of vegetable cheese.
With butter prices falling steadily throughout 2025, they still remained higher than in the US market. This allowed some customers to choose cheaper butter from the US
.
As in previous years, most of the company's production in 2025 was exported to Western European countries. Compared to 2024, total sales in European markets grew by another 10% across all product groups. This growth was mainly driven by steadily rising prices for whey protein concentrate, which significantly offset lower prices for fresh cheese and milk fat.
Whey protein prices began to rise at the end of 2023 and continued to rise throughout 2024 and 2025. Demand for these products remains extremely high, which continues to drive prices up. Due to high demand, almost all of the whey protein concentrate produced by the company is sold on European Union markets, leaving virtually none for export to third countries.
In 2025, compared to 2024, exports of hard cheese to the US fell by about 30%. This was mainly due to lower local cheese production prices in the US market compared to products manufactured and exported in the European Union. As a result, US customers were more likely to choose local products, while the company was able to obtain more favorable prices by selling these cheeses on European markets.
However, in 2025, the company expanded its hard cheese exports to Latin America, launching sales in Colombia, Guatemala, and the Dominican Republic in addition to its existing markets.
As in previous years, the group also sold traditional products in export markets – whey powder and lactose obtained during the cheese production process.
In 2023, lactose prices fell sharply due to large stocks in both the European Union and the US. However, the situation changed significantly in 2024 – as stocks declined, demand began to grow rapidly in the
last months of the year, and prices rose accordingly. In 2025, lactose prices reached near-record highs, and demand remained consistently high throughout the year.
As lactose prices rose, exports to Asian markets began to decline. India, one of the world's largest importers of lactose, reduced its imports from the European Union and the US due to higher prices. Other Asian countries importing this product followed suit. As a result, the company's lactose exports in 2025 fell by about a third compared to 2024.
One of the strategic goals of the Rokiškio sūris group remains to strengthen the position of hard cheeses, especially Grando, in the European retail and HoReCa markets. The aim is to increase sales of higher value-added cheeses, and active work is being done in this direction, with positive results already visible. The company continues to expand the geography of this product. The Middle East region remains one of the strategic markets – Grando is currently exported to the United Arab Emirates, Saudi Arabia, Lebanon, and Israel. In Europe, market expansion continues in Greece, Central Europe, and the Balkans, with Croatia becoming one of the fastest-growing markets for this cheese. Much attention is also being paid to Romania, Hungary, the Czech Republic, and the growing Ukrainian market.
Sales on the local market
In 2025, Rokiškio Group's consolidated sales turnover in the local market amounted to EUR 122.04 million, which slightly exceeded the 2024 level. The local market generated 30.3% of the group's revenue, which was slightly less than usual (about one-third), as it had been quite strong in recent years. The local market generated 30.3% of the group's revenue, which is slightly less than usual (about one-third), as export markets have been quite strong in recent years. This trend changed in the second half of 2025.
Lower volumes were seen in categories with export alternatives (fat, fermented cheeses) and in drinking milk. More curd products and yogurts were sold. More curd products and yogurts were sold.
Average production prices were about 9% higher than in 2024, with sour cream/sour milk cream standing out more (about 15%).
The consumption of dairy products in the domestic market remains stable, as it is a daily "conservative" category that is not greatly affected by high inflation or other factors. However, there has been a significant decline in the supply of drinking milk by Lithuanian producers, mainly due to large imports of Polish milk. Another reason is the variety of vegan milk alternatives. For this reason, in 2024, Rokiškio Pienas began producing lactose-free milk, which is suitable for all consumer segments. Sales of the Rokiškio BE Laktozės brand are growing every year, with turnover in 2025 exceeding the 2024 level by as much as three times.
In financial terms, 2025 was quite successful in the domestic market, especially in the second half of the year, when prices on global markets began to fall.
Looking at product categories, the company's portfolio saw the strongest growth in 2025 in curd (19%) and unripened cheese (10%), while butter and semi-hard cheese categories showed weaker performance.
The overall range of products on the domestic market has remained virtually unchanged in recent years, comprising around 230 SKUs. Private label sales accounted for 35% of domestic market sales, with growth in this segment reflecting the overall market trend. Participation in the private label segment helps to better utilize the company's production capacity, including orders from foreign markets.
The company strives for a balanced sales portfolio between its own and private brands, the share of which has increased over the past year. This is a sign that consumers are trying to save more. The company does not seek to participate in small market segments, focusing on mass production, which ensures low costs and consistent quality for high-quality goods. The company's priority sales channel is retail chains. The aim of working with them is mutual cooperation, and private labels are also produced to their order.
47.
Products, brands and achievements
In the first half of 2025, the AB Rokiškio sūris group of companies received a high rating from the EcoVadis sustainability system, scoring 63 points! The highest-rated area was environmental protection, which scored 71 points, while employee and human rights protection also received a good rating of 67 points. Excellent results!
At the beginning of 2025, Rokiškio GRAND matured hard cheese was recognized for the fourth time at the Superior Taste Award organized by the International Taste Institute in Brussels. Each product was evaluated according to five sensory analysis criteria: impression, appearance, smell, taste, and texture. The cheese was tasted and evaluated by more than 200 professional taste experts who are members of the most prestigious chefs and sommeliers associations. At these awards, Rokiškio GRAND cheese was awarded two gold stars! Rokiškio GRAND – a mature choice!
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In April 2025, global market research company NielsenIQ recognized Rokiškio Bifi Creamy yogurt with mango, passion fruit, and granola as the best new product of 2024 in the dairy category in Lithuania! This recognition was earned at the annual Best New Launch market awards. The study highlights the most successful innovations in the fast-moving consumer goods (FMCG) market – products that not only stand out for their novelty, but also prove their value in the market by attracting consumer attention and generating excellent sales results. To ensure an objective and data-driven assessment, the NIQ study was conducted in two stages: sales data analysis and consumer survey. This prestigious award confirms that Rokiškio Bifi Creamy yogurt not only
meets the expectations of modern consumers in terms of taste, quality, and innovation, but also stands out as one of the most successful dairy products on the entire Lithuanian market.
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In June 2025, an expanded line of Rokiškio Naminis family packs appeared on store shelves. The line was supplemented with new XXL-sized products – 1 kg of curd in a bag, half a kg of butter, and half a kg of fermented cheese – created especially for families and those who value convenience, economy, and quality. Larger packages mean less packaging waste, fewer trips to the store, and more economical consumption.
In the fall of 2025, Rokiškio dairy products were joined by a new, unique flavor – ROKIŠKIO Bifi Creamy coffee-flavored yogurt with granola. It is a subtle dessert that combines a smooth, uniform texture and a natural coffee aroma, while the crunchy granola adds a unique character and extra satiety. The two-layer yogurt has a balanced ratio of sweetness and slight bitterness, characteristic of high-quality coffee. The rich yet harmonious taste creates a pleasant taste experience. ROKIŠKIO Bifi Creamy yogurt with coffee is a refined choice for those looking for a more mature, not too sweet taste, perfect for a light treat during the day.
On December 10, the Lithuanian Product of the Year awards ceremony held in Vilnius became an important highlight of the year for UAB Rokiškio Pienas, with its Rokiškio NAMINIS 82% fat, 500 gram butter winning the gold medal. This award reflects not only the high quality of the product, but also the targeted progress of the local dairy industry. Rokiškio NAMINIS is the first butter in Lithuania to be produced in a larger 500-gram package for the domestic retail market. The larger package was created with families in mind, who often cook and are looking for more practical solutions. This format saves time and money and reduces packaging waste, contributing to more sustainable consumption. The new Rokiškio NAMINIS family pack of 500 g butter fills an important market niche – it offers a Lithuanian, competitive, high-quality product that no longer requires a compromise between price, taste, and origin. It also strengthens the position of Lithuanian products in the butter segment, which until now has been dominated by foreign manufacturers in larger formats.
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In order to establish closer ties with consumers and strengthen brand recognition, this year we actively participated in various events and gastronomic festivals throughout Lithuania. Participation in such gatherings is one of the ways to strengthen brand recognition and identity. It is not only a great opportunity to directly present products to the target audience, introduce them to new products, unique features, and production principles, but also a valuable space to hear consumer opinions, better understand their expectations, and create a strong emotional connection between the brand and the consumer.
2025 was rich in various gastronomic events for us – we participated in such exclusive festivals as the Vilnius Whisky Festival, the Vilnius Šaltibarščiai Festival, the Anykščiai Wine & Food Festival, Nida Aero, as well as the Utena City Festival and other initiatives. Each of these events was a great opportunity to present our products live, get feedback, and build a strong connection with our audience.
This year, we kicked off the event season with the Vilnius Whisky Festival 2025, which attracted around 1,900 visitors. This is the second year that we have presented the matured Rokiškio GRAND at this exclusive festival – a cheese with a subtle and refined taste that goes perfectly with high-quality whisky. The cheese attracted a lot of attention from visitors and received excellent reviews. During the tastings, its expressive, balanced flavor, soft but firm texture, and natural aroma were particularly emphasized. The fact that the product is lactose-free also attracted a lot of interest – visitors were actively interested in this feature, its benefits, and how this cheese is made.
On May 17, an exclusive event was held in Rokiškis to celebrate the 100th anniversary of the Rokiškis Manor Dairy. On this occasion, the largest milk tasting event in Lithuania was organized, attended by as many as 3,100 people, setting an official Lithuanian record. The celebration was organized by AB Rokiškio sūris together with the Rokiškis Regional Museum.
The history of dairy farming in Rokiškis began in 1925, when the first sales of dairy products from the manor were recorded. Over the course of a century, the dairy farming traditions that have developed in Rokiškis have made this region one of the most important centers of the dairy industry in Lithuania, and today these traditions are being continued and strengthened by AB Rokiškio sūris. It is symbolic that this record result was achieved in Rokiškis, where history, community spirit, and respect for quality come together. The participants of the event not only tasted Rokiškio NAMINIS milk, but also became a living part of history – commemorating the centenary in a modern, creative, and engaging way. This achievement is not only a symbolic tribute to the past, but also a step towards the future, encouraging the preservation of Lithuanian dairy traditions and pride in what our region has to offer.
At the end of May, we joined one of the most prominent spring events – the Vilnius Cold Beetroot Soup Festival. During the festival, we invited visitors not only to taste the soup, but also to actively participate in fun activities. Participants had the opportunity to make their own refreshing Rokiškio Naminis cold beetroot soup cocktail – all they had to do was pedal a special bicycle and choose one of two spring flavors: strawberry or mango and passion fruit. This activity attracted a lot of interest – there was a long line of people waiting for the bicycle throughout the day. During the event, we organized various interactive activities, including quizzes, outdoor games, and, of course, bicycle cocktail shakers. Participants in all of these activities had the opportunity to win various prizes, including unique board games called "Sūrio kelias" (The Cheese Road). Participating in the Šaltibarščiai Festival was another great opportunity to creatively present our products, engage visitors in fun activities, and build a lively connection with consumers.
In July, we participated in Lithuania's first Wine and Food Festival, a unique event held at Safari Park in Anykščiai. This exceptional setting, where music, wine, and gourmet food blended with vineyards and lavender fields, became the ideal place to present our pride and joy – the long-aged Rokiškio GRAND hard cheese. We invited festival guests not only to taste the cheese, but also to take part in Cheese Road educational activities, where we shared the secrets of cheese production, and offered interactive activities where visitors had the chance to win unique board games created to commemorate the company's centenary. Participation in events of this level is not only an opportunity to meet consumers face-to-face, but also a chance to strengthen the reputation of the Rokiškio GRAND brand, spread the word about the highest quality Lithuanian dairy products, and nurture the traditions of gourmet culture in our region.
At the end of summer, we actively participated in the Utena City Festival, where we presented ROKIŠKIO Bifi Creamy cream yogurts to visitors. We offered visitors various attractions during the festival, including a maze, a quiz, and other games, and treated them to free yogurt for participating. ROKIŠKIO Bifi Creamy attracted a lot of interest among both young people and families with children – the product was considered a convenient, tasty, and modern choice for a snack or dessert. Live communication with the festival participants allowed us to further strengthen our emotional connection with consumers and increase the brand's visibility in the region.
In September, we participated in the Nida Aero aviation festival, where we presented the long-matured Rokiškio GRAND cheese. The event, held in the unique setting of the Curonian Spit, brought together an audience seeking quality experiences and appreciating authentic, high value-added products. During the tastings, visitors were able to appreciate the rich, balanced flavor of the cheese, its firm but pleasantly melting texture, and its expressive aroma. Participation in Nida Aero once again confirmed that Rokiškio GRAND is a perfect fit not only for gourmet events, but also for larger-scale cultural festivals that bring together communities that appreciate quality.

48.
Risk factors and risk management
Risk is understood as the impediment to the achievement of objectives due to potential events and their potential impact on the business. The Company's objectives include both long-term strategic goals and specific actions related to operations. The Company's Board is responsible for managing the Company's risks and assessing the adverse impact on the objectives and results. The identification and management of specific risks is assigned to the relevant functions within the Company. The level of risk is assessed in both strategic and operational decision-making, taking into account the external and internal environment. Risk management is integrated into the Company's business processes, so that potential risks are continuously monitored and analysed.
The group's principal activity is milk processing. The dairy processing business is linked to raw material suppliers, competition in the raw milk market and fluctuations in raw milk prices. Shortages of raw milk, which lead to continuous volatility in milk prices, may affect the Issuer's results of operations.
Specialisation in the production of fermented cheeses accounts for the bulk of revenues. The cheese maturation process is rather long, which makes it difficult to react quickly to market changes and may affect the company's performance. In addition, there is strong competition for dairy products on the domestic and export markets, cheaper Polish products and the Russian market ban limits sales.
The Group's credit risk relates to receivables. The risk of default by counterparties is controlled. The Group has credit insurance cover for its customers. For customers with higher financial risks, a prepayment system is in place.
The Group's activities are subject to regular food safety, environmental and social responsibility audits. Food safety systems are in place and operational in the Group.
The company's products have specific Halal and Kosher quality certificates. Organic products are produced and labelled with additional information.
The Group's management aims to produce safe and quality dairy products with the lowest possible environmental impact.
The Group is constantly looking for opportunities to optimise production, reduce costs and minimise and manage risks.
Risk factors:
Risk factor
Source of risk
Risk management.
Economic factors:
Supply of raw materials
Small farms;
Seasonality;
Competition;
Lack of a long-term public regulatory framework.
The evolution of raw milk prices during the winter and summer periods.
Significant movements in milk prices on world markets.
To mitigate potential risks and their impact, milk producers are paid milk price premiums for long-term cooperation, higher milk quality, loyalty and balancing seasonality in milk production.
The risk is managed by additional imports of milk from other countries (Estonia, Latvia) and by diversifying the purchase of raw milk from different sized suppliers in Lithuania.

Sales of products
The group's principal activity is milk processing. Its main product is rennet cheese. Revenue from the sale of cheese accounts for the majority of revenue.
The company's revenue, profit and cash flow may be adversely affected by changes in demand and prices for cheese and other products such as milk sugar, butter, WPC on the markets.
The production of long-ripened hard cheese is a lengthy technological process that lasts between 9 and 24 months. This lengthy process may adversely affect the company's cash flow and results of operations.
Internal competition between local producers.
Cheaper Polish production on the Lithuanian market.
Increase in the volume and range of cheaper products from other EU countries.
Finding alternatives to imports.
Increasing the range of products.
Finding new markets.
Working with business partners.
Risk assessment for each client.
Environmental factors
Our activities consume large amounts of energy and natural resources. This poses a risk of environmental pollution directly and/or indirectly, as well as air pollution from technological installations.
Vehicle replacement, maintenance, control of operating conditions.
Choosing energy suppliers.
Resource saving, accounting and control measures.
Process control, automation, modernisation.
Monitoring the use and impact of natural resources.
Use of chemicals. This poses risks to workers, products and the environment.
Employee training, personal protective equipment.
Accounting and control.
Process automation.
Physical environmental pollution: noise, smell, light
Control measurements and assessment.
Deploying technical tools.
Focus on design.

Treatment of industrial and surface wastewater. Discharge of pollutants with industrial and surface wastewater.
Maintenance, operating conditions, process control.
Pollutant concentration studies, emission accounting.
Use of reserves at a municipal wastewater treatment plant. Cleaning and maintenance of sand oil traps and sewers.
Improper management of waste from operations poses a threat to the environment
Waste sorting and accounting.
Ensuring proper storage conditions.
Process management, staff training.
Transfer to legitimate processors.
Regulation and compliance. Risks are manifested in the high volume of regulation and change in legislation.
Certified management system compliant with ISO 14001:2015 Environmental Management Systems. Requirements and guidelines for use.
Continuous evaluation of legislation and developments. Reporting, evaluation of established reports.
Environmental concerns of residents, neighbouring businesses and local authorities. The company is located in an industrial area of the city and is adjacent to both other businesses and residential areas.
Disseminating information about company news in the local press and on the internet.
Active cooperation with local authorities, residents and business communities.
Assessment of the impact of planned activities in accordance with the established procedures
In the production areas, climate control systems are installed, which not only maintain the set temperature and humidity parameters, but also work in a recuperative mode.
Accounting and reduction of GHG emissions. Dissemination of information and achievement of reduction targets to actors in the supply chain. 94% of our emissions are GHG emissions from dairy farms.

Energy risks
We consume a lot of electricity, heat and water in our operations.
All production and non-production equipment relies on electricity to operate. This poses a risk to the uninterrupted supply of electricity.
Electricity, heat (steam) and water supply influence the production and technological processes.
Electricity is supplied by an independent energy supplier under the terms of a contract. Distribution is provided by the Energy Distribution Operator.
Medium-voltage switchgear is fed from two independent sources, which feed the power transformers. If one substation loses voltage, the other is immediately energised.
We have installed 90 MW of solar power plants.
Heat energy is supplied by centralised urban heating networks using biofuels (wood) in Rokiškis and Utena. We also produce our own heat with two boiler plants in Utena and Ukmergė which use natural gas.
Strict contractual conditions for the supply of thermal energy (steam), defining maximum requirements for pressure and temperature. Installed steam metering to control and ensure consumption and demand of the respective workshops. Boilers for hot water production.
The heat pumps recover some of the heat from the environment and reduce the amount of heat energy purchased.
Rokiškis receives most of its water supply from its own waterworks and treats wastewater in its own plants.
The technological operation of wastewater treatment plants is strictly controlled, and monitoring is carried out and reports are submitted and made public in accordance with the established procedures. Part of the water is purchased from the city's waterworks and part of the wastewater is managed by the city's water management company. The water supply and wastewater treatment services for companies in Utena and Ukmergė are provided by the urban water management companies.

Food safety and quality
In order to achieve one of the most important objectives of Rokiskio sūris AB - to ensure food safety and quality and to avoid product recalls, the existing and potentially dangerous risk factors (biological, chemical, physical) have been identified, and the favourable conditions for their occurrence and increase have been analysed. The risk assessment consists of an evaluation of the likelihood of the risk factor occurring and the severity of the consequences.
Risk assessment covers the entire production chain, from the purchase of raw materials to delivery to the customer.
Based on the level of risk identified and the methodology approved by the Codex Alimentarius Commission, categories of control measures are identified and control measures are defined.
Identification of key control measures for the main risk factors at play;
Assessing the effectiveness of operational controls to reduce risks to an acceptable level;
Developing the necessary action plans to improve the control system;
Regular risk management and monitoring of targets.
Information security
IT risks relate to the use of illegal software, lost and unrecoverable data, and data vulnerabilities.
Only legal, licensed IT software is used to avoid potential threats.
A configurable firewall is used to protect against unauthorised access to the company from outside.
Unauthorised access to data is limited to those rights and roles that are necessary for their work.
A test environment is used to test changes to applications. Data loss is prevented by backing up data.
All company computers have anti-virus software installed.
Old computer equipment is replaced by new equipment with supported software versions.

Occupational risk factors:
Physical factors:
Inadequate workplace design;
Non-compliance with the general minimum requirements for work equipment;
Mobile self-propelled, non-self-propelled work equipment;
Potentially hazardous installations;
Stability and robustness of structures;
Escape routes and exits;
Fire detection and extinguishing;
Electric current;
Activities of other companies in the provision of services and other work for the company.
Workplaces and work equipment are maintained. Any deficiencies that may affect workers' health and safety are corrected.
Controls for work equipment shall be clearly visible, identifiable and labelled. The work equipment shall have a control system that allows it to be brought to a complete and safe stop. Emergency stop devices shall be provided for this purpose. Where there is a risk of injury to a worker as a result of mechanical contact with moving parts of the work equipment, such parts shall be covered by guards and protective devices shall be fitted to prevent access to dangerous areas. Work equipment shall bear the necessary safety and health signs to ensure the safety of workers. Workers shall receive appropriate information on the use of work equipment, on-the-job training and instruction, i.e. they shall be made aware of the hazards they may encounter from work equipment.
Mobile work equipment shall be so arranged and constructed as to expose the worker to minimum risk. Such equipment is subject to regular maintenance, training and periodic health checks.
Potentially hazardous installations are operated in accordance with the Law on the Maintenance of Potentially Hazardous Installations. Maintenance of potentially hazardous installations is carried out. Employees working with potentially hazardous equipment are trained, periodically checked for their knowledge and periodically checked for their health.
To ensure the stability and robustness of buildings, maintenance is carried out in accordance with the technical building regulations.

Evacuation routes are maintained and signposted.
Fire extinguishing equipment and fire safety engineering systems are appropriate for the size and purpose of the buildings, the equipment in the buildings, the nature of the materials stored in the buildings, and the number of employees in the workplaces. Fire extinguishers and fire safety engineering systems are subject to maintenance testing. Fire extinguishing equipment is labelled. Workplaces are equipped with a ventilation system. Ventilation equipment is maintained and updated.
Fire safety training and drills are organised for staff.
Hazardous areas in workplaces are marked.
Workstations have strong, stable floors. Workers are provided with special footwear that is slip-resistant.
Electrical installations shall be installed in such a way as to avoid the risk of fire or explosion and to protect workers from direct or indirect contact with electrical installations. Periodic resistance measurements of electrical installations shall be carried out in accordance with the procedures laid down by law.
In order to ensure the safety and health of workers, avoiding risks arising from the activities of another undertaking and risks to their workers from the activities of the company, a description of the procedures for cooperation and coordination shall be drawn up and coordinating persons shall be appointed.

Physical:
Noise
Lighting
Chemical factors:
Ergonomic factors:
Work equipment
Inadequate or poorly installed and maintained lighting in workplaces is a major occupational risk factor, affecting workers' emotional stress, reducing productivity and increasing the number of accidents.
Use of chemicals in laboratory testing, cleaning of work equipment and facilities.
Manual work exists in many workplaces
Use of personal protective equipment, compulsory health checks for noise, training for workers.
Occupational risk assessments measure lighting in workplaces. If the lighting does not meet the hygiene standards, the luminaires are replaced with new LED luminaires. The advantages are lower energy consumption, longer lifetime and higher efficiency.
High-pressure washing stations are installed to fully control the doses of chemicals needed for cleaning and disinfecting rooms and to improve staff conditions. Occupational risk assessments are carried out in workplaces where chemicals are used. Mandatory health checks. Information and training for workers. Use of personal protective equipment where hazardous chemical agents are likely. Artificial ventilation system in place.
An occupational risk assessment is carried out. An ergonomic risk assessment to prevent musculoskeletal disorders. Compulsory health screening. Manual and electric wheelchairs are used to reduce ergonomic risks. Lifts are also used. The company has introduced robotic technology to avoid heavy lifting. Job rotation is implemented.

Social factors:
Finding and recruiting staff.
Staff development, and integrating staff into work processes.
Retaining staff and reducing turnover.
Search for workers at the labour exchange.
Cooperation with research institutions.
Recommendations from employees working for the company.
Internal company resources (encourages employees to develop their skills and qualifications).
The company has a performance appraisal and development system. Staff development plans are drawn up each year. Training is organised both by sending employees to external seminars organised by suppliers and internally.
The company strives to build a stable workforce by fostering good relations, providing opportunities for development, growth, participation in decision-making, and employee benefits under the Collective Agreement.
These social factors do not depend solely on the actions of the company. The company may be forced to increase investment in robotic production processes, i.e. replacing manual labour with robots.
The Collective Agreement is updated in 2024 to include more benefits for the company's employees.
Employee engagement is promoted through social actions and various events that increase the sense of community and pride in the company.

49.
Ensuring business continuity of Rokiskio suris AB
Key risk areas:
- Potential supply chain disruptions for raw materials and other materials used in production.
The company's main raw material, milk, is purchased domestically and in adjacent regions, so there were no disruptions and no additional measures were needed. Stock levels of other essential materials have been reviewed and uninterrupted supply of materials is ensured.
- Ensuring uninterrupted milk processing and continuity of the production chain
- Market volatility and changes in consumption patterns.
The company constantly monitors and analyses the market situation and adapts to changing customer needs.
On the Russian invasion of Ukraine
24 February 2022 The Russian Federation started a war in Ukraine, condemned by the world. Economic and financial sanctions were imposed on the Russian regime.
The Group's management believes that the crisis has no material direct or indirect impact on the Group's operations, financial position, economic performance, markets or supply chains.
The Group's managemant is closely monitoring the situation in Ukraine and the sanctions imposed to ensure compliance.
Further information on the Russian invasion of Ukraine is provided in note 35 to the consolidated and parent company financial statements of Rokiskio suris AB as at 31 December 2025.
50.
Information on financial risk management objectives and hedging instruments used
The Company and the Group are exposed to various financial risks in the course of their business. The Group's overall risk management programme focuses on the unpredictability of the financial markets and seeks to mitigate any potential negative impact on the Group's financial performance.
The Group is insured against general civil liability arising out of its business activities and damages caused to the Group's products or services. The insurance policy is valid worldwide.
Risk management is carried out by the Company's management. There are no written principles for overall risk management.
The financial risk factors of the Company and the Group are described in detail in Note 3 to the consolidated and parent company financial statements of Rokiskio suris AB as at 31 December 2025.
51.
Key features of internal control and risk management systems relevant to the preparation of the consolidated financial statements
The preparation of the Company's consolidated financial statements, internal control and financial risk management systems, and compliance with the legislation governing the preparation of the consolidated financial statements are supervised by the Audit Committee.
The consolidated financial statements of Rokiskio suris AB and the Company are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union.
The Audit Committee monitors the preparation of the financial statements of the Company and the Subsidiaries, reviews IFRS to ensure that all changes in IFRS are implemented in the financial statements in a timely manner, analyses transactions material to the operations of the Company and the Subsidiaries, ensures that information is gathered from the Group companies and that it is timely and accurately processed and prepared for the purpose of the financial statements and informs the Company's Board of Directors of material internal control weaknesses in the financial statements identified by external and internal audits, and makes recommendations to remedy them.
The preparation of financial statements in conformity with IFRSs involves making estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. These estimates are based on management's knowledge of current conditions and actions. The financial statements comprise the consolidated financial statements of the Group and the separate financial statements of the Company.
Subsidiaries (including special purpose entities) are entities in which the Group has control over financial and operating policies. Such control is generally exercised through the ownership of more than half of the voting shares. In assessing whether the Group controls another entity, the existence and effect of potential voting shares, whether presently held or convertible, are taken into account. Subsidiaries are fully consolidated from the date on which the Group obtains control of those entities and are deconsolidated from the date on which control is lost.
The Audit Committee makes recommendations to the Board on the selection of the external audit firm and monitors the adherence of the external auditor and the audit firm to the principles of independence and objectivity.
52.
Food safety and quality
The company's products have gained international recognition for their quality; internationally recognized food safety and environmental protection systems have been implemented and certified, allowing consumers to enjoy a wide range of products with impeccable taste. Many years of experience and a focus on the implementation of new technologies, as well as continuous investment, allow the company to remain competitive in the raw milk purchasing and product sales markets.
The production of hard mature cheese is a long process that can take from several months to several years. This specific nature of production does not allow for a quick response to sudden changes in the cheese market, which may affect operating results.
The Company's enterprises pay great attention to product safety and quality, customer needs, and environmental requirements. AB Rokiškio sūris was the first company in Lithuania to certify its food safety system and the first dairy processing company to certify its quality management and environmental management systems in accordance with international ISO standards (ISO 9001, ISO 14001).
In order to meet customer needs, expand sales markets, and improve processes, it was decided to implement the IFS food safety standard in all companies of the AB Rokiškio sūris group.
IFS (International Food Standard) was developed by retail associations in Germany, France, and Italy and is recognized by the Global Food Safety Initiative (GFSI) and retail organizations. It is recognized by retailers and brand owners around the world.
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The food safety systems at AB Rokiškio sūris companies have been successfully certified in accordance with IFS requirements and have achieved the highest Higher Level rating (> 95%).
The main goal of IFS is to strive for the best product safety and quality management system so that consumers can trust the products they buy from companies.
In accordance with food safety standards, rules have been established to ensure the production of stable, uniform, high-quality, and safe products without deviating from the organization's policy. The system covers processes from the purchase of raw materials to the satisfaction of customer needs and is constantly reviewed and improved in order to maintain high product quality. In order to produce only safe and high-quality products that meet customer expectations, the food safety and quality systems are constantly reviewed and improved.
The company pays great attention to maintaining and improving food safety and quality culture. Management and all employees care about safe food production, and employees are informed about food safety risks and the importance of food safety and hygiene.
In implementing the new IFS standard requirements, objectives were set related to communication of food safety policy, training, employee feedback on food safety, and evaluation of performance in this area.
Every year, the company's management reviews and approves the food safety, quality, and environmental policy, which declares continuous improvement: "In our understanding, 'doing well' is never enough. We know that 'What we do well today, we will do even better tomorrow!
The company has created an atmosphere in which every employee participates in achieving the goals and tasks set.
The company has developed and implemented the necessary programs, which set out the conditions, measures, and rules that prevent biological, chemical, physical, allergenic, and radiological contamination and help to ensure the safe production of products.
The State Food and Veterinary Service of the Republic of Lithuania has confirmed that the production of dairy products complies with the requirements of EU hygiene regulations and has issued veterinary approval numbers:
AB Rokiškio sūris LT 73-01 P;
UAB Rokiškio pieno gamyba LT 82-01 P;
UAB DairyHub.LT LT 81-08 P.
The laboratory of AB Rokiškio sūris is accredited according to the international standard LST EN ISO/IES 17025 "General requirements for the competence of testing and calibration laboratories".
The laboratory adheres to set objectives, improves laboratory quality management and the quality of tests performed, acquires professional experience and ensures reliable testing.
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The company has obtained specific HALAL and KOSHER certificates for some of its products (lactose, IBK, butter, skimmed milk powder, fermented cheeses) (lactose, IBK, skimmed and whole milk powder, buttermilk powder, butter).
Due to the changing geopolitical situation, opportunities to expand sales markets are being sought.
The competent authorities of Turkey, Costa Rica, and Chile have issued permits to export products, and approval is pending in several other countries.
53.
Environmental, social, and governance considerations – taking into account climate change and related risks
The Group continuously assesses climate-related risks and their impact on the Group’s operations, including physical climate change risks (such as extreme weather events and the impact of rising temperatures), policy changes, and the economic consequences of efforts to decarbonize economic activity.
The Group has assessed the impact of identified climate-related risks on the recognition/derecognition of assets and liabilities and on the measurement of such assets and liabilities. As of the date of the financial statements, the Group’s management did not identify any significant factors that could materially affect assets, liabilities, or their measurement, or that would require additional disclosures in the financial statements.
The Group's 2025 GHG emissions, in t CO2e.
Emissions, t CO2e
Base year 2020
2025
Change
Scope 1
23 206,1
12 680,3
-26%
Scope 2*
18 402,5
5 927,9
-61%
Scope 3
671 572,6
677 584,5
+0,9%
Total:
713 181,2
696 192,6
-2,4%
*Calculated using the market-based method, based on actual electricity purchases. Using the location-based method, based on the country’s electricity generation mix, the Group’s Scope 2 emissions in 2025 would be 6,913.4 t COe.
In 2025, The Company does not provide sustainability information in the management report in accordance with the ETAS requirements, as the “Omnibus I” initiative has been adopted at the European Union level, which is expected to significantly simplify sustainability reporting regulations and narrow the scope of companies subject to mandatory reporting. In light of these changes, on March 18, 2026, the Ministry of Finance of the Republic of Lithuania submitted amendments to relevant legislation to the Seimas of the Republic of Lithuania for consideration, which would allow companies that do not meet the new application criteria to refrain from disclosing sustainability information for the year 2025 during a transitional period. Based on its number of employees and sales revenue, the Group falls within the category of companies for which mandatory
sustainability reporting for 2025 is not expected to apply. Based on this available information, the Group’s management has decided not to disclose sustainability information in the Management Report.
54.
Research and development activities
AB Rokiškio sūris consistently strives to ensure efficient operation, sustainable growth, and the highest quality standards. In 2025, the company allocated EUR 13.4 million for investments. The investments were directed towards modernizing production, increasing operational efficiency, developing infrastructure, and expanding the product range.
In 2025, the expansion of the production workshop continued, which is one of the most important strategic projects increasing the company's long-term competitiveness. The expansion work is being carried out in stages to ensure a smooth production process. The solutions implemented will increase production capacity, improve control of technological processes, and ensure a stable supply of high-quality products.
During the reporting year, raw material and product storage capacities were upgraded and cheese salting capacities were expanded. The reconstruction and partial modernization of the equipment provided greater technological flexibility and increased work efficiency. Additional investments in equipment made it possible to expand the product range and better adapt to the needs of different markets. Equipment related to washing and hygiene was also updated.
Data recording continued to be digitized and process management solutions developed. A project to update the accounting system was launched, which will facilitate accounting, data tracking and analysis, and speed up product traceability.
Additional equipment was purchased for the laboratory to ensure effective control of raw materials. Additional testing methods were accredited and new tests were performed in line with global food safety and quality trends. The company's laboratory in Rokiškis remains accredited (certificate No. LA01.129). Laboratory testing of products is carried out both in the laboratories of the group's companies and in other laboratories in Lithuania and abroad, such as the National Food and Veterinary Risk Assessment Institute, KTU, Eurofins, Campden BRI, Galab, Qlip, Mérieux NutriSciences, and Nutricontrol.
In order to ensure a stable supply of raw materials and quality control throughout the supply chain, new specialized vehicles – milk trucks – were purchased in 2025.
The company continues to collaborate with scientific institutions and Prof. Angelo Frosio (Italy). AB Rokiškio sūris remains open to research, innovation, and new developments, consistently improving its cheese-making technologies. In order to create products with greater added value, the company pays particular attention to functionality, sustainable technologies, and modern consumer needs when developing new products.
In 2025, the company strengthened its export directions – new customers appeared, and markets opened up in North Africa, Southeast Asia, the Middle East, the Caribbean region, and Central Asia.
The constant goal of AB Rokiškio sūris group companies is to ensure the production and supply of products that meet the highest food safety and quality standards and create the greatest added value for the customer. The company works closely with brands such as LIDL, whose product quality is certified by the Eurofins laboratory in accordance with the EN ISO 17025 standard. It also cooperates with the confectionery company Mars, Incorporated, the IKI and MAXIMA retail chains, and others that place great emphasis on exceptional quality.
The subsidiary UAB DairyHub.Lt continued to operate successfully in 2025. The product range was expanded, production volumes increased, and the sales geography expanded into new regions, strengthening the company's position in both the Lithuanian and export markets.

55.
FINANCIAL PERFORMANCE
Alternative performance indicators
Rokiskio suris AB presents in its financial statements financial performance indicators prepared in accordance with International Financial Reporting Standards (IFRS), together with non-IFRS financial performance indicators. These alternative performance indicators are important indicators of its performance for investors and other users of financial statements. The alternative performance measures should be treated as supplementary information prepared in accordance with IFRS.
The Group sets out below the alternative performance indicators and the methodology for calculating them:
Financial indicators (EUR thousand)
2025
2024
2023
2022
2021
Sales revenue
402,670
370,348
304,254
359,269
253,062
Gross profit
45,775
50,897
42,918
39,888
18,627
EBITDA
30,443
37,305
29,910
22,890
9,094
EBIT
20,099
27,442
20,730
13,042
965
Operating profit
20,099
27,442
20,730
13,042
965
Profit before tax (EBT)
19,230
25,601
19,244
12,593
596
Net profit/loss
17,194
22,841
16,241
12,514
553
Fixed assets
58,112
55,123
57,468
86,310
82,965
Short-term assets
146,279
147,642
155,221
135,340
119,902
Total assets
222,345
217,376
216,484
221,650
202,867
Shareholders' equity
160,072
149,207
139,528
151,449
142,480
Profitability (%)
Return on assets [ROA]
9.14
12.65
9.46
6.14
0.28
Return on equity [ROE]
11.12
15.82
11.16
8.51
0.38
Gross profit margin (%)
11.37
13.74
14.11
11.10
7.36
EBITDA margin (%)
7.56
10.07
9.83
6.37
3.59
EBIT margin (%)
4.99
7.41
6.81
3.63
0.38
Return on constant capital employed [ROCE]
12.56
18.39
14.86
8.61
0.53
Profitability ratio [EBT margin]
4.78
6.91
6.32
3.51
0.24
Net profit margin
4.27
6.17
5.34
3.48
0.22
Financial structure
Liabilities/equity ratio
0.39
0.46
0.55
0.46
0.42
Equity to assets ratio
0.72
0.69
0.64
0.68
0.7
Debt-to-equity ratio
0.17
0.23
0.31
0.2
0.19
Debt ratio
0.28
0.31
0.36
0.32
0.3
Gross liquidity ratio
2.51
2.36
2.29
2.35
2.77
Market value indicators
Share price to earnings per share ratio [P/E ratio]
8.44
4.93
6.74
8
144
Net earnings per share
0.54
0.73
0.46
0.37
0.02
* see note 34 of financial statements, change in accounting policies of property, plant and equipment.


Name of indicator
Methodology for calculating the indicator
Value of indicator
EBITDA
Earnings before interest, tax, depreciation and amortisation.
EBITDA - operating profit before depreciation, amortisation and impairment of fixed assets - helps investors assess the potential for profit generation before investing in fixed assets.
EBITDA margin
EBITDA / Revenue
EBITDA to revenue ratio shows the efficiency of a company's operations.
EBIT
Earnings before interest and tax, i.e. net profit + corporation tax + finance costs.
EBIT - operating profit. EBIT is a very important indicator as operating profit is used to pay all liabilities to creditors. It is a good indicator of a company's ability to generate cash flow.
EBT
Profit before tax, i.e. net profit + corporation tax.
Profit before net investment and financing activities and income tax.
Average return on assets [ROA]
Ratio of operating profit for the last 12 months to average total assets for the last 12 months.
This indicator shows how efficiently a company's assets are managed, i.e. how much net profit is generated for every euro of assets, which is one of the most popular measures of a company's performance
Rate of return on equity [ROE]
Ratio of average (net) profit for the last 12 months to average equity for the last 12 months.
The return on equity (or return on equity) shows how many euros of net profit are generated per euro of equity. This indicator is important for shareholders in assessing the return on their past investment in the company.
Return on constant capital employed [ROCE]
Ratio of the sum of operating profit (EBIT) and financial operating income for the last 12 months to the average capital employed for the last 12 months.
The ROCE profitability ratio measures the return on the funds required for the company's ongoing operations. It is often compared with the interest rates on loans available on the market at the time. The ROCE of a company is considered to be higher than the cost of borrowed capital at that time.
Liabilities/equity ratio
Liabilities/Equity
The liabilities/equity ratio shows the amount of a company's total long-term and short-term liabilities per euro of equity.

Debt-to-assets ratio
Financial debts (long-term + short-term)/ Assets
It is a financial ratio that compares a company's financial debts to its total assets. The ratio shows how much of the company's assets are financed by debt.
Debt-to-equity ratio
Financial debts (long-term + short-term)/Equity
This is one of the main indicators of financial leverage. The debt-to-equity ratio shows how many euros of short-term and long-term debt are held per euro of equity. The debt calculation takes into account all the interest-bearing liabilities of the company.
Debt ratio
Liabilities to assets ratio
The debt ratio reflects the proportion of a company's assets that are acquired with borrowed funds.
Gross liquidity ratio
Ratio of current assets to current liabilities
The current ratio measures the ability of an enterprise to meet its short-term liabilities using its current assets.
P/E (share price/earnings ratio)
Share price at the end of the period / (Net profit/Shares)
The share price/earnings ratio reflects how much an investor pays per euro of a company's net profit earned in the previous period.
Earnings per share
Net profit/Shares
Earnings per share shows how much a company earns in net profit per share outstanding.

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Profit/(loss) statement
In 2025, the sales revenue of AB Rokiškio sūris group amounted to EUR 402,670 thousand, an increase of 8.73% compared to 2024 (in 2024, the group's sales revenue amounted to EUR 370,348 thousand).
In 2025, the main part of revenue, 48.5% (51.8% in 2024), was generated by sales of fermented cheese. In quantitative terms, 2.5% more fermented cheese was sold in 2025 than in 2024, while in value terms, this increase amounted to approximately 2%.
In 2025, the sales prices of whey products increased by about 42%, which contributed to the growth in sales revenue.
Cream exports grew in 2025 due to increased demand. Although the average price decreased by 8% compared to 2024, sales increased 2.5 times in quantitative terms and 2.3 times in value terms.
Butter sales in value terms decreased by 22.5% compared to 2024, as low export market prices resulted in low butter sales volumes.
In 2025, revenue from the sale of fresh dairy products increased by €4.8 million compared to 2024. This was influenced by an increase in the volume of curd sales.
Costs:
In 2025, AB Rokiškio sūris group incurred EUR 356,895 thousand in product sales costs (in 2024, this amounted to EUR 319,451 thousand). During 2025, sales costs increased by 11.72% or EUR 37,444 thousand. This significant change was due to a 13% increase in raw milk prices in 2025 and rising costs of materials and services. In addition, more expensive stocks of mature cheese were sold.
The largest share of costs in 2025 (EUR 293,334 thousand) was accounted for by raw materials and components (EUR 236,954 thousand in 2024), an increase of EUR 56,380 thousand. This was influenced by higher raw material prices and a larger volume of processed milk.
In 2025, sales, marketing, and general administrative expenses accounted for 6.7% of turnover (EUR 26,882 thousand), compared to 6.6% in 2024 (EUR 24,626 thousand).
In 2025, sales and marketing costs decreased by 6.2% (to EUR 26,882 thousand), while administrative costs decreased by 1.2% (to EUR 2,462 thousand).
Profit:
The consolidated audited net profit of AB Rokiškio sūris group for 2025 is EUR 17,194 thousand, i.e. EUR 5,647 thousand less than in 2024 (EUR 22,841 thousand).
The calculation of net profit includes direct and indirect production costs and costs not related to direct activities. The most important factors contributing to the decline in profit were the increase in raw material prices in 2025 and the significant drop in export prices for cream and fresh cheese in the fourth quarter of 2025.
In 2025, the net profit margin of AB Rokiškio sūris group was 4.27%. (In 2024 – 6.17%).
EBITDA in 2025 was EUR 30,443 thousand, i.e. 18.4% lower than in 2024 (EUR 37,305 thousand). The EBITDA margin in 2025 was 7.56%. (10.07% in 2024).
56.
Group activity by segment
Rokiskio suris AB Group's business consists of the following segments: hard cheese, semi-hard cheese, butter, milk, cream, sour cream, sour milk, yoghurt, cottage cheese, cottage cheese and others. These segments have been aggregated into two main segments in the financial statements on the basis of the similar nature of the products, the production process, the customer group and the distribution method.
The two main segments presented in the Group's business financial statements are:
- Fresh dairy products
- Cheese and other milk products
Transactions between operating segments are conducted on normal commercial terms. The number of segment customers, each of which generates 10% of the segment's total revenue, is:
- Fresh dairy products – 2 external customers
- Cheese and other dairy products – 1 external customer
Information on the impact of each of the operating segments on the Group's financial performance is presented below.
Sales
2025
2024
Change (%)
Fresh dairy products
130,373
131,591
-0.93
Cheese and other milk products
272,297
238,757
14.05
Total sales revenue (EUR thousand)
402,670
370,348
8.73
Gross profit
Fresh dairy products
14,415
16,339
-11.78
Cheese and other milk products
31,360
34,558
-9.25
Total gross profit (EUR thousand)
45,775
50,897
-10.06
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57.
Investments
Investments in long-term tangible assets
In 2025, AB Rokiškio sūris continued its active, sustainable development and renewal. Particular attention was paid to innovative solutions and sustainability, as well as to what enables the company to remain competitive today and in the future. Relevant solutions were implemented.
The use of technological opportunities strengthened the company's investment policy, which increased the company's competitiveness, the production of higher value-added products, and the adoption of new products and innovative technologies. The company's policy of implementing its strategic priorities was continued.
As every year, investments were made in environmental protection and the rational distribution and use of energy resources. Part of the investments was allocated to the modernization of existing equipment and buildings. The premises were completely renovated.
During the 2025 financial year, the value of investments made by the Rokiškio sūris Group amounted to EUR 13.4 million (2024: EUR 7.7 million).
The Rokiškis company continued to invest in the purchase of Grand cheese production equipment, new cream tanks, a container washing machine, and vehicles.
Investments were also made in sustainability policy-related investments, namely cooling modules for cheese ripening chambers.
In 2025, investments in the subsidiary amounted to EUR 2.8 million. The largest part was invested in cream processing tanks and butter and curd packaging machines.
Investments in other companies
In order to promote raw milk production in Lithuania, AB Rokiškio sūris invested EUR 10 million in the authorized capital of UAB Ateities ūkis, acquiring 29.67% of the authorized capital. UAB Ateities ūkis is a company belonging to the Agrokoncernas group, one of whose main activities is raw milk production. In the opinion of the management of AB Rokiškio sūris, this transaction is beneficial to the company as it will ensure an increase in the production of high-quality raw milk in Lithuania. The management is also
convinced that the transaction is financially secure and will not have a significant impact on the company's operating results and financial position.
The aforementioned company is not consolidated and accounted for at acquisition cost because, according to the shareholders' agreement, the Group:
(i) does not have the power to direct the activities of UAB Ateities ūkis that would significantly affect its returns,
(ii) cannot and does not have the right to receive variable returns from its relationship with the investee,
(iii) cannot use its power to control the entity to affect the amount of the investor's return.
Under the shareholders' agreement, the Group has the right and obligation to sell the investment to the Agrokoncernas Group in 2031 at a predetermined price that does not depend on the operating results of UAB Ateities ūkis, but depends on the level of interbank interest rates. The discounted value of this investment is close to its carrying amount. Management has no information that would indicate that an impairment loss should be recognized for this investment.
58.
Group business plans and forecasts
The investment objective of Rokiskio suris is to continue to increase production efficiency, focusing on the modernisation, repair and renewal of production units and their equipment. It also focuses on flexible management of energy resources.
As every year, the plan is to invest in solving environmental problems, introducing sustainable solutions and generating a clear and strong position.
In 2026, the main investments will be the completion of investments started in 2025 and previous years.
During 2026, investments will be made in works and repairs in workshops and units related to production and economic activities. Each investment is planned with a view to future prospects and trends and the current situation.
The main areas of investment for 2026 are:
Investment in the expansion of hard cheese GRAND production;
Acquisition of equipment for production workshops and ancillary bars (cheese production, curing, ripening, milk sugar, cheese melting, modernisation of existing equipment, repairs and reconstruction of workshops and buildings);
To improve the competitiveness of the company;
Saving, rational use and distribution of energy resources;
Reducing environmental impacts, developing sustainability;
Improving the working conditions of employees and the production environment;
Measures to improve sanitation and hygiene in production and service departments;
To meet customer needs for the products produced;
For sustainability purposes.
The subsidiary DairyHub.Lt UAB plans to invest in an improved cheese slicing and grating technological process.
The subsidiary Rokiskio pieno gamyba UAB will continue to invest in the storage of dairy products.
INFORMATION ON THE COMPANY'S SHAREHOLDERS
59.
Information on the Company's share capital
31 December 2025 The authorised capital of Rokiskio suris AB consisted of:
 
Number of shares
Nominal value
Total nominal
Share of authorised capital (%)
Type of shares
(pcs.)
(EUR)
Value (EUR)
Ordinary registered shares
32,281,173
0.29
9,361,540.17
100
60.
Company contracts with brokerage firms
Rokiskio suris AB has concluded an agreement with FMĮ Orion Securities UAB (A. Tumeno st. 4, LT-01109 Vilnius, tel. (0-5) 231 38 33, info@orion.lt) for the management of accounting of the Company's securities issued by the Company as well as for provision of investment services.
61.
Details of trading in the issuer's securities on regulated markets
32,281,173 ordinary registered shares of Rokiskio suris AB are listed on the Nasdaq Vilnius Baltic Official List (VVPB symbol RSU1L). Nominal value per share EUR 0.29.
The Nasdaq Vilnius Stock Exchange is the only trading market for the Company's shares. The Company has been listed since 25 July 1995.
The company has not issued any debt securities to the public.
There are no debt securities registered and issued for private circulation.
There are no securities that do not represent a participation in the authorised capital but whose circulation is regulated by the Securities Law of the Republic of Lithuania.
There was no trading on other exchanges or other organised markets.
Trading statistics for the Company's shares:
 
2021
2022
2023
2024
2025
Opening price, EUR
3
2.88
2.96
2.92
3,68
Closing price, EUR
2.88
2.96
2.92
2.93
4,56
Maximum price, EUR
3.18
3.20
3.06
3.74
4,8
Lowest price, EUR
2.6
2.50
2.78
2.8
3,54
Turnover, pcs.
218,200
196,098
86,531
64,264
194,761
Turnover, million euro
0.63
0.57
0.25
0.21
0,83
Capitalisation, million euro
101
103
103
99
130
Dynamics of the Company's share price and turnover during the reporting period
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Source - AB Nasdaq Vilnius website Rokiškio sūris | Trading - Nasdaq Baltic Exchange (nasdaqbaltic.com)
Dynamics of the company's share price and turnover over 4 years
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Source - AB Nasdaq Vilnius website Rokiškio sūris | Trading - Nasdaq Baltic Exchange (nasdaqbaltic.com)
Dynamics of the company's shares (RSU1L), OMX_Baltic_Benchmark_GI and OMX_Baltic_GI indices:
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Chart data:
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Source - AB Nasdaq Vilnius: Baltic Market Indices - Nasdaq Baltic Exchange (nasdaqbaltic.com)
62.
Restrictions on transfer of securities
There are no restrictions on holdings or requirements to obtain the approval of the company or other security holders.
63.
Procedure for amending the Company's Articles of Association
The Company’s Articles of Association are amended in accordance with the procedure set forth in the laws of the Republic of Lithuania and the Company’s Articles of Association. A resolution to amend the Company’s Articles of Association is adopted by the Company’s General Meeting of Shareholders by a qualified majority of two-thirds of the votes cast by the shareholders present at the meeting, except for the exceptions specified in the Law on Joint-Stock Companies of the Republic of Lithuania.
Upon the General Meeting of Shareholders’ adoption of a resolution to amend the Company’s Articles of Association, a new version of the Articles of Association shall be drafted and signed by a person authorized by the General Meeting of Shareholders.
All amendments and additions to the Company’s Articles of Association shall enter into force only upon their registration in accordance with the procedure established by the laws of the Republic of Lithuania.
The Company’s Articles of Association were amended on June 27, 2024, by a resolution of the extraordinary general meeting of shareholders of AB “Rokiškio sūris”. The new version of the Articles of Association of AB “Rokiškio sūris” was registered in the Register of Legal Entities on September 10, 2024.
The Articles of Association were amended due to a reduction in the Company’s authorized capital and to bring the Articles of Association into compliance with the current provisions of the Law on Joint-Stock Companies of the Republic of Lithuania.
64.
Information about the Company's shareholders
The total number of shareholders of Rokiskio suris on 31 December 2025 was 5 816.
Shareholding held by a group of shareholders (31.12.2025):
Name, surname
Company name
Company code
Address
Owned
With persons acting in concert
Number of ordinary registered shares
Share of capital and votes %
Share of capital and votes %
Pieno pramones investiciju valdymas UAB
Company code 173748857
Pramones st. 3, Rokiskis
Lithuania
9,758,312
30.23
81.32*
RSU Holding Ltd SIA,
reg. No 40103739795
Elizabetes iela 45/47, LV-1010 Riga
8,953,883
27.74
Antanas Trumpa
Chairman of the Board of the Company
2,378,755
7.37
Andrius Trumpa
2,760,247
8.55
Rita Trumpaite-Vanagiene
2,399,120
7.43
Investment and pension funds managed by UAB "Artea Asset Management"
Gyneju st.14, Vilnius
Lithuania
2,001,777
6.20
*The total group of persons acting in concert comprises: Pieno pramones investiciju valdymas UAB (30.23 %), SIA "RSU Holding" (27.74% of the Company's authorised capital and votes), members of the family of Antanas Trumpa (23.35% of the Company's share capital and votes).
Distribution of shareholders of AB "Rokiškio sūris"
31 December 2025
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65.
Rights of shareholders
Shareholders have the following moral rights:
1)
attend general meetings of shareholders;
2)
submit questions to the company in advance on items on the agenda of general meetings of shareholders;
3)
voting rights at general meetings of shareholders, based on the rights attached to the shares;
4)
to receive the information on the company referred to in Article 18(1) of the Law on Public Limited Companies;
5)
to file a lawsuit with the court, requesting to compensate the company for damages incurred as a result of non-performance or improper performance of the duties of the company's manager and members of the board of directors, as set out in the Law on Companies of the Republic of Lithuania and other laws, as well as the company's articles of association, as well as in other cases provided for by law;
6)
to obtain the information referred to in Article 89(6) of the Law on Markets in Financial Instruments on a public limited liability company whose shares are admitted to trading on a regulated market;
7)
other moral rights established by the laws of the Republic of Lithuania.
Shareholders have the following property rights:
1)
receive a share of the company's profits (dividend);
2)
to receive company funds when the company's share capital is reduced in order to pay out company funds to shareholders;
3)
to receive shares gratuitously when the authorised capital is increased from the company's funds, except for the exception provided for in Article 42(4) of the Law on Public Limited Companies and in the case provided for in Article 471 of the Law on Public Limited Companies;
4)
the right of first refusal to acquire shares or convertible bonds issued by the company, unless the General Meeting of Shareholders decides to cancel the right of first refusal for all shareholders in accordance with the procedure established by the Law on Companies of the Republic of Lithuania;
5)
lend money to the company in the manner prescribed by law, but a company may not pledge its assets to its shareholders when borrowing from them. When a company borrows from a shareholder, the interest shall not exceed the average interest rate of commercial banks in the place of residence or business of the lender at the time of the conclusion of the loan agreement. In such a case, the company and the shareholders are prohibited from agreeing on a higher interest rate;
6)
to receive a share of the assets of the liquidating company;
7)
to have other property rights established by the laws of the Republic of Lithuania.
The rights referred to in paragraphs 1, 2, 3 and 4 shall be vested in the persons who were shareholders of the company at the end of the tenth business day following the General Meeting of Shareholders which adopted the relevant resolution.
66.
Details of the issuer's own share buybacks
During the reporting period (January 1, 2025–December 31, 2025), AB “Rokiškio sūris” and the Group did not acquire or transfer any of its own shares.
As a result of treasury share buybacks carried out in previous years, as of December 31, 2025, AB “Rokiškio sūris” held 861,274 treasury shares, representing 2.67% of the Company’s authorized capital. The total par value of the treasury shares being acquired, together with the par value of the treasury shares already held, must not exceed 1/10 of the Company’s authorized capital.
The Company has set aside a reserve of EUR 9.943 million for the acquisition of treasury shares. The shares were acquired through the official offering market of the Nasdaq Vilnius Stock Exchange. The total price of the shares acquired by AB “Rokiškio sūris” amounts to EUR 1,894,803.
67.
Dividends
The General Meeting of Shareholders decides on the allocation and payment of dividends when distributing the company's distributable profit.
The Ordinary General Meeting of Shareholders of AB “Rokiškio sūris,” held on April 30, 2025, approved the audited consolidated and Company financial statements for 2024 and the Company’s 2024 profit distribution. A total of EUR 6,283,979.80, or EUR 0.20 per ordinary registered share, was allocated for dividends.
Below are the dividends declared and paid over the last 10 years:
Per year
Amount of dividends declared, EUR
Dividend per share, EUR
2015
2,341,737.37
0.07
2016
3,228,117.30
0.1
2017
3,586,797.00
0.10
2018
3,506,165.30
0.10
2019
3,500,669.60
0.10
2020
3,500,669.60
0.10
2021
3,500,669.60
0.10
2022
5,251,004.40
0.15
2023
5,251,004.40
0.15
2024
6,283,979.80
0.20
Rokiskio suris AB has a Dividend Policy approved by the General Meeting of Shareholders. In accordance with this Dividend Policy, the Company's Board of Directors, when proposing to the General Meeting of Shareholders to allocate dividends, will be guided by the signed Shareholders' Agreement, according to which 100% of the Company's profit for the financial period, less the Company's funds earmarked by the Board of Directors to be used for investment (CAPEX), working capital and/or other purposes, will be allocated to the dividends. In the event that the Company's Board of Directors foresees a significant amount of investments, which would result in the Company's profit for the financial period being insufficient to pay dividends in accordance with the dividend provisions described above, the Board of Directors of the Company will endeavour to maintain the continuity of the payment of the dividends for the previous financial periods, taking into account the Company's financial situation and the trend in the global dairy industry market.
The General Meeting of Shareholders may not decide to declare and pay dividends if any of the following conditions are met:
1)
has outstanding debts with the company which have fallen due before the decision is taken;
2)
the amount of distributable profit (loss) for the financial year is negative (loss);
3)
the company's equity is less than, or would become less if dividends were paid, than the sum of the company's share capital, statutory reserve, revaluation reserve and reserve for the acquisition of own shares.
A company that fails to pay its statutory taxes by the due dates cannot pay dividends, annual bonuses to board members and bonuses to employees.
Dividends are payable to those persons who, at the close of business on the record date for the rights of the General Meeting of Shareholders that declared the dividend (the close of business on the tenth business day after the General Meeting that adopted the resolution), were shareholders in the company or otherwise legally entitled to receive the dividend.
The Company shall pay the dividend within 1 month from the date of the decision to distribute profits. The dividend may be for a financial year or for a period of less than a financial year.
Dividends for periods shorter than the financial year are distributed by a decision of the General Meeting of Shareholders. Shareholders holding at least 1/3 of the total number of votes shall have the right of initiative in the case of dividends for periods of less than one financial year. A general meeting of shareholders whose agenda shall include the question of the granting of dividends for a period shorter than a financial year shall be held within 3 months of the end of the period for which the dividends are proposed to be granted, but no earlier than the approval of the set of annual accounts and the distribution of the company's profit (loss) for the preceding financial year, and no later than the end of the financial year.
Dividends for periods shorter than a financial year may be granted if all the following conditions are met:
1)
a set of interim financial statements for a period of less than one financial year;
2)
the amount of profit or loss for the period of less than one financial year is positive (no loss);
3)
the amount of the dividend payment does not exceed the amount of the profit (loss) for the period shorter than the financial year, the amount of the retained earnings (loss) for the previous financial year carried forward to the current financial year, less the part of the profit for the period shorter than the financial year that, in accordance with the Law on Companies of the Republic of Lithuania or the Articles of Association of the Company, is to be allocated to the reserves;
4)
the company has no outstanding debts that have fallen due before the decision is taken and would be able to meet its obligations for the current financial year if the dividend were paid.
If a dividend is declared for a period shorter than a financial year, it may not be declared for another period shorter than a financial year earlier than 3 months.

CORPORATE GOVERNANCE
68.
The governing bodies of the Company
The Articles of Association of Rokiskio suris AB, registered in the Register of Legal Entities, provide for the following governing bodies of the Company:
General Meeting of Shareholders
Board
Head of the company (director).
The Company does not have a Supervisory Board.
69.
Corporate governance and organisational structure of the Company Group
The management structure of the Rokiskio suris AB Group (hereinafter referred to as the Group) is organised according to the main functions, i.e. sales and marketing, production, financial management, milk purchasing and logistics. The functional directors formulate and develop the Group's strategy, tactics and objectives in accordance with their assigned functions.
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GENERAL MEETING OF SHAREHOLDERS
70.
Information on the competence and procedure for convening the General Meeting of Shareholders
The competence and convening procedure of the General Meeting of Shareholders shall not differ from the competence and convening procedure of the General Meeting of Shareholders set out in the Law on Companies of the Republic of Lithuania.
The right of initiative to convene the General Meeting of Shareholders of Rokiskio suris AB shall be vested in the Management Board and the shareholders whose shares carry at least 1/10 of the total number of votes at the General Meeting of Shareholders.
The notice of the General Meeting of Shareholders of the Company to be convened shall be made public in the Republic of Lithuania and in all other Member States of the European Union, as well as in the countries belonging to the European Economic Area, at least 21 days before the General Meeting of Shareholders, in accordance with the procedure established by the Securities Law. The notice of convening the General Meeting of Shareholders shall be additionally published in the electronic publication "Public Notices of Legal Entities" published by the State Enterprise Centre of Registers in the source specified in the Articles of Association.
Persons who were shareholders of the company at the close of business on the record date of the meeting shall be entitled to attend and vote at a general meeting of shareholders or a reconvened general meeting of shareholders, in person or by proxy, or by persons with whom an agreement to transfer the voting right has been concluded, except for the exceptions provided for by law. A shareholder's right to participate in a general meeting shall also include the right to speak and to ask questions. The record date of a meeting of a public limited liability company shall be the fifth business day preceding the general meeting or the fifth business day preceding a repeated general meeting.
A shareholder may vote in writing by completing a general ballot paper. The form of the general voting ballot is available on the Company's website www.rokiskio.com in the Investors section, and is also attached to the draft resolutions submitted by the Company via the Central Regulated Information Submission Database. The completed General Ballot Form must be signed by the shareholder or his/her authorised person. The completed and signed by the shareholder or other person entitled to vote general ballot paper and the document confirming the right to vote shall be submitted to the Company in writing not later than on the last business day before the meeting, by registered mail to Pramones st. 3, LT- 42150 Rokiskis, or by hand delivery to the Company during business days at the Company's registered office.
The Company does not offer the possibility to attend and vote at the meeting by electronic means.
A general meeting of shareholders may take decisions and shall be deemed to have taken place when shareholders holding more than ½ of the total voting rights are present. If a quorum is established, it shall be deemed to be present for the entire meeting. If a quorum is not present, the general meeting shall be deemed not to have been held and a reconvened general meeting shall be convened, which shall have the right to take decisions only on the agenda of the meeting that was not held and shall not be subject to the quorum requirement. The reconvening of the General Meeting of Shareholders shall be convened not earlier than 14 days and not later than 21 days after the date of the failed General Meeting of Shareholders. The shareholders shall be notified of the reconvened general meeting in the manner prescribed in Article 261 (3) of the Law on Companies not later than 14 days before the reconvened general meeting of shareholders.
The Annual General Meeting of Shareholders must be held annually at the latest within 4 months of the end of the financial year.
Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose items to be added to the agenda. The proposal shall be accompanied by draft decisions on the proposed items or, where no decisions are required, explanations of each proposed item on the agenda of the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing by registered mail to AB "Rokiškio sūris" at the address Pramones st. 3, LT-42150 Rokiskis, or by e-mail at rokiskio.suris@rokiskio.com. The agenda shall be supplemented if the proposal is received not later than 14 days prior to the date of the General Meeting of Shareholders.
Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose new draft resolutions on the issues included in the agenda of the meeting. The draft resolutions shall be submitted in writing by registered mail to Rokiskio suris AB, Pramones st. 3, LT-42150 Rokiskis, or by e-mail to rokiskio.suris@rokiskio.com. The shareholders shall also have the right to propose draft resolutions on the items on the agenda of the Meeting in writing during the Meeting.
Shareholders attending the General Meeting of Shareholders shall be registered in the register of shareholders. This list shall indicate the number of votes attached to each shareholder's shareholding.
A person attending a General Meeting of Shareholders and entitled to vote must produce proof of identity. A person who is not a shareholder shall, in addition to this document, produce a document confirming his/her right to vote at the General Meeting. The requirement to provide proof of identity shall not apply to voting by written ballot in the form of a single ballot paper. The form of the general voting form is available on the Company's website at www.rokiskio.com under "Investors".
If the shareholder so requests, the company shall, not later than 10 days before the general meeting, send the general ballot paper by registered mail or deliver it personally by hand and by signature free of charge. The completed postal ballot paper shall be signed by the shareholder or by his/her authorised representative. The completed and signed blank ballot paper and the document confirming the right to vote shall be submitted to the company in writing not later than on the last working day before the meeting, by registered post to Pramones st. 3, LT-42150 Rokiskis, or by hand delivery to the company on working days at the registered office of the company to the address indicated above.
Only fully paid-up shares confer the right to vote at other General Meetings. Each share carries one vote at a general meeting of shareholders.
The General Meeting of Shareholders has the exclusive right to:
1)
amend the company's articles of association;
2)
change your company's registered office;
3)
elect the members of the Supervisory Board, or, in the absence of a Supervisory Board, the members of the Management Board, or, in the absence of a Supervisory Board or a Management Board, the Chief Executive Officer of the company;
4)
to dismiss the Supervisory Board or its members, as well as the Management Board or its members elected by the General Meeting of Shareholders and the Company's CEO;
5)
to appoint and recall an auditor or audit firm to audit the annual financial statements, and to determine the terms of remuneration for audit services;
6)
decide on the approval of the remuneration policy for public limited liability companies whose shares are admitted to trading on a regulated market;
7)
determine the class, number, nominal value and minimum issue price of shares to be issued by the company;
8)
to adopt a decision to convert shares of one class of the company into shares of another class, and to approve the description of the procedure for the conversion of shares;
9)
to decide to change the number of shares of the same class issued by the company and the nominal value per share without changing the amount of the share capital;
10)
approve the annual accounts;
11)
decide on the allocation of profits (losses);
12)
decide on the establishment, use, reduction and elimination of reserves;
13)
approve the interim financial statements drawn up for the purpose of deciding on the distribution of dividends for a period of less than one financial year;
14)
to decide on the granting of dividends for a period of less than a financial year;
15)
decide to issue convertible bonds;
16)
decide to withdraw the pre-emptive right of all shareholders to acquire shares or convertible bonds of a particular issue of the company;
17)
to decide to increase the share capital;
18)
to take a decision to reduce the authorised capital, except for the exceptions provided for in the Law on Joint Stock Companies;
19)
to decide on the acquisition by the company of its own shares;
20)
to decide on the award of Shares to employees and/or members of the organs,
21)
approve the rules for the award of Shares;
22)
decide on the reorganisation or separation of the company and approve the terms of the reorganisation or separation;
23)
decide to reorganise the company;
24)
to take decisions on the restructuring of the Company in the cases set out in the Law on Corporate Restructuring;
25)
to take a decision to liquidate the company, to cancel the liquidation of the company, except for the exceptions set out in the Companies Act;
26)
to elect and remove the company's liquidator, except for the exceptions set out in the Companies Act.
The General Meeting of Shareholders may also decide on other matters falling within its competence under the company's Articles of Association, provided that such matters are not within the competence of other organs of the company under the Companies Act and that they are not essentially functions of the management bodies.
A resolution of the General Meeting of Shareholders shall be deemed to have been passed when more shareholders vote in favour of it than against it, with the exception of items 1, 6, 7, 8, 9, 11, 12, 14, 15, 17, 18, 21, 22, 23, 24, 25 above, which shall be decided by a 2/3 (two-thirds) vote of the total number of shares held by all the shareholders present at the Meeting, and for item 16, the decision shall require 3/4 (three-quarters) of the votes of all the shares of the shareholders present and entitled to vote at the General Meeting of Shareholders.
The Company's General Meetings of Shareholders were convened in 2025:
In 2025, two general meetings of shareholders of AB “Rokiškio sūris” were convened at the initiative and by decision of the Company’s Board of Directors.
At the Company’s general meeting of shareholders held on April 30, 2025, shareholders were presented with AB “Rokiškio sūris”’s 2024 consolidated management report and the auditor’s opinion on the 2024 consolidated financial statements and management report; the audit committee’s conclusion was approved; the sets of consolidated and Company financial statements for 2024 were approved; and the distribution of the Company’s 2024 distribution of the Company’s profits, a dividend of EUR 0.20 was allocated per ordinary registered share (a total of EUR 6,283,979.80 was allocated for dividends), and EUR 45,000 in bonuses was allocated to the members of the Board of Directors; A decision was made to repurchase up to 10% of the Company’s own shares;
the remuneration report for the CEO and members of the Board of AB “Rokiškio sūris” was approved; the audit firm UAB BDO Auditas ir apskaita was elected; and new members of the Audit Committee were elected.
At the Company’s Annual General Meeting of Shareholders held on December 10, 2025, members of the Board of Directors were elected for a four-year term.
The General Meetings of Shareholders of Rokiskio suris AB held in 2025 were attended by the Chief Executive Officer of the Company, the Chairman of the Board of Directors of the Company and the CFO of the Company.
71.
The Board of Directors of the Company
The Board is the collegiate management body of the Company, consisting of 6 (six) members. The members of the Board shall be elected and recalled by the General Meeting of Shareholders in accordance with the procedure established by the Companies Law. The members of the Board shall elect the Chairman of the Board. The number of terms of office of a member of the Board shall be unlimited. Only a natural person may be elected as a member of the Board. A member of the Supervisory Board of the Company (if the Company would have a Supervisory Board) and a person who is not entitled to hold such office under the law shall not be a member of the Management Board. The powers of the members of the Management Board are defined in the Companies Act and the Articles of Association of the Company.
If the Board is dismissed, resigns or otherwise ceases to hold office before the end of its term of office, a new Board shall be elected for a new term of office. If individual Board members are elected, they shall be elected only until the end of the term of office of the existing Board.
The Board can take decisions and a meeting will be considered to have taken place when 2/3 or more of the members of the Board are present. Members of the Board who have voted in advance shall be deemed to be present at the meeting. A decision of the Board shall be adopted by a greater number of votes in favour than against.
Seven board meetings were held in 2025. (Eight board meetings were held in 2024.) All board meetings were held remotely. All board members attended every board meeting. All Board meetings were held in accordance with the pre-scheduled Board meeting schedule. During the meetings, the Board approved the Company’s 2024 consolidated and separate financial statements and management report, as well as the consolidated management report and consolidated financial statements for the first half of 2025, proposed the 2024 profit distribution plan for approval by the Annual General Meeting of Shareholders, proposed a plan for the repurchase of treasury shares, and approved the Company’s remuneration report, which was submitted for approval to the Annual General Meeting of Shareholders. The Board analyzed the reports of the Management and the Audit Committee and made decisions regarding the distribution of bonuses, the extension of the credit line, changes to the company’s management structure, and an investment in the authorized capital of UAB “Ateities ūkis.” The Board also approved the strategic plan and elected a new Chairman of the Board.
The members of the Board of Directors are paid bonuses for their work on the Board in accordance with the procedure laid down in Article 59 of the Law on Joint Stock Companies. The amount of royalties depends on the Company's performance. The General Meeting of Shareholders shall decide on the payment of bonuses. In 2025 (for the year 2024), the Company granted bonuses of EUR 45 thousand to the members of the Board.
There are no other additional payments for the Chairman of the Board in relation to the incentive scheme.
Members of the Board of Rokiskio suris AB :
(Elected at the Extraordinary General Meeting of the Company on 10.12.2025)
Antanas Trumpa - Chairman of the Board of the Company (since 13.12.2017)
Work experience
Rokiskio suris AB has been operating since 1966.
1971 - 2017 Head of the Company (Director).
Education
1966 Kaunas Polytechnic Institute, specialist in food industry machinery and apparatus, qualified as a mechanical engineer. In 1979 he defended his thesis "Organisation of the work of vacuum machine" at Kaunas Polytechnic Institute, for which he received the degree of Candidate of Technical Sciences on 12 October 1994. The doctorate degree was awarded by the Lithuanian Science Council on 1994.
Shares in Rokiskio suris AB
Directly owns 2,378,755 shares (7.37 % of the authorised capital and votes) Together with related parties, 26,250,317 shares (81,32 % of the authorised capital and votes).
Involvement in other companies
Chairman of the Board of Rokiskio pienas UAB (company code 300561844, registered office address Pramones st. 8, Utena) and Rokiskio pieno gamyba UAB (company code 303055649, registered office address Pramones st. 8, Utena).
A shareholder of Pieno pramones investiciju valdymas (company code 173748857, address Pramones st.3, Rokiskis), holding 5.211 units, i.e. 50,60 % of the shares and votes of UAB Pieno pramonės investicijų valdymas.
Primary employer: Director of UAB Pieno pramones investiciju valdymas.
Ligita Trumpaitė - Lumpickienė - Member of the Board of the Company. Deputy Chairman of the Board.
(Elected for a 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2025).
Work experience
Accountant and treasurer at AB “Rokiškio sūris”; Senior Finance Manager at UAB “Rokiškio pieno gamyba”.
Primary employer: Director of Production and Administration at UAB “Rokiškio pieno gamyba”.
Education
Master's degree in Management from VGTU (Vilnius Tech).
Shares in Rokiskio suris AB
Does not own shares in the Company.
Involvement in other companies
A shareholder of Pieno pramones investiciju valdymas (company code 173748857, address Pramones st.3, Rokiskis), holding 4,07 % of the shares and votes of UAB Pieno pramonės investi valdymas.
Paul M Campbell - Independent member of the Company's Board.
Board member since 2017 (Re-elected for a new 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2025).
Work experience
Director and owner of Osmotics Consulting Ltd. "Osmotics Consulting provides dairy and other agricultural companies with strategic, M&A, management and financial advice. Paul has over 35 years of experience in general management, setting up and managing international joint ventures, marketing, engineering and finance. Worldwide, Paul has
worked in Australia, USA, Japan, Latin America, Russia, China, India, Europe and North Africa.
Paul M. Campbell currently lives in London.
Education
University of Canterbury, New Zealand, Chemical and Industrial Engineering.
Massey University in New Zealand, Diploma in Dairy Science and Technology.
Shares in Rokiskio suris AB
He does not own shares in the Company.
Participation in other activities
Freelance consultant. He does not participate in the operations of other companies.
Rita Trumpaitė - Vanagienė - Member of the Board of Directors of the Company.
(Elected for a 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2025).
Work experience
Vilnius University, lecturer, research associate, dentist.
Education
Doctor of Medical Sciences, Vilnius University.
Shares in Rokiskio suris AB
Directly holds 2,399,120 shares (7.43% of the authorized capital and voting rights). Together with related parties, holds 26,250,317 shares (81.32% of the authorized capital and voting rights).
Involvement in other companies
UAB Odontalis (60% of the authorized capital and voting rights), member of the board of the Vilnius Club Foundation.
Primary employer: UAB "Odontalis" – dentist.
Jonas Vaičaitis - Independent Member of the Board of Directors of the Company.
Board member since 2017 (Re-elected for a new 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2025).
Work experience
1992-2018 m. Head of Branch, SEB Bank AB, Senior Project Manager, Client Department.
Education
Higher engineering education, Kiev Polytechnic Institute.
Shares in Rokiskio suris AB
No shares.
Involvement in other companies
It is not involved in the activities of other companies.
Andrius Trumpa – Member of the Board of Directors of the Company.
(Elected for a 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2025).
Work experience
Research Associate, Ph.D., at Vilnius Gediminas Technical University (VGTU). Head of the Property Security and Maintenance Department at AB "Rokiškio sūris".
Education
Ph.D. in Measurement Engineering from VGTU (Vilnius Tech).
Shares in Rokiskio suris AB
Directly holds 2,760,247 shares (8.55% of the authorized capital and voting rights). Together with related parties, holds 26,250,317 shares (81.32% of the authorized capital and voting rights).
Involvement in other companies
Primary occupation: farmer on his own farm.
Company director:
For the company is headed by the Chief Executive Officer (Director) of the Company. The Chief Executive Officer (Director) of the Company is the Company's sole management body, which organises the day-to-day business activities of the Company, considers and decides on the Company's long-term strategic plan and business plan. In the Company's relations with other persons, the Director shall act on behalf of the Company with sole authority.
The company's CEO attends all General Meetings of Shareholders (including those held during the reporting period).
Director The duties and powers of the Director are defined in the Law on Joint Stock Companies of the Republic of Lithuania and the Articles of Association of the Company.
Details of the Company's CEO:
Dalius Trumpa - Head of the Company (CEO)
(Appointed by the Board of the Company as of 01.01.2018)
Work experience
Rokiskio suris AB (company code 173057512, address Pramones st.3, Rokiskis) has been operating since 1991.
2002-2006 Production Director of Rokiskio suris AB. 2007-2017 Deputy Director of Rokiskio suris AB.
CEO of Rokiskio suris since 01.01.2018.
Since 2007.01.02 Director of the subsidiary Rokiskio pienas UAB (company code 300561844, registered office address Pramones st.8, Utena).
Since 29.04.2013 Director of the subsidiary Rokiskio pieno gamyba UAB (company code 303055649, registered office address Pramones st.8, Utena).
Primary employer: CEO of AB “Rokiškio sūris”.
Education
Kaunas University of Technology, Food Industry Machinery and Machine, Mechanical Engineer.
Shares in Rokiskio suris AB
Does not hold shares directly in Rokiskio suris AB. Together with related parties - 26,250,317 shares (81.32 % of the authorised capital and votes)
Involvement in other companies
Shareholder of Rokvalda UAB (company code 300059165, address Basanaviciaus st.16A-125, Vilnius), holding 100% of the shares and votes.
Since 2010 Chairman of the Board of the Latvian company SIA Kaunata (company code 240300369, registered office address Rogs, Kaunata pag., Rezeknes nov., Latvia). Does not own shares in this company.
Since 11 December 2013 Director of SIA RSU Holding (company code 40103739795, business address Elizabetes iela 45/47, Riga). Holds 92 % of the shares of SIA RSU Holding.
The shareholder of Pieno pramones investiciju valdymas UAB (company code 173748857, address Pramones st.3, Rokiskis)
holds 27.97 % of the shares and votes of Pieno pramones investiciju valdymas UAB.
72.
Committees of the Company
Audit Committee of Rokiskio suris AB:
The Company's Audit Committee is composed of 3 members, 2 of whom are independent. The term of office of the members of the Audit Committee is 4 years. The members of the Audit Committee shall be elected by the General Meeting of Shareholders on the recommendation of the Board of Directors of the Company.
Members of the Audit Committee of Rokiskio suris AB:
1.
Kestutis Gataveckas - Director of Perlas Finance UAB (independent member). Does not hold any shares in Rokiskio suris AB.
2.
Vilmantas Peciura - Director of Virenda UAB (independent member). Does not hold any shares in Rokiskio suris AB
3.
Dalia Zdaneviciene - (employee of the Finance Department of Rokiskio suris AB). Does not hold any shares in Rokiskio suris AB.
The term of office of the members of the Audit Committee ends on 30 April 2029.
The Audit Committee is a collegial body that takes its decisions at meetings. The Audit Committee may take decisions and a meeting shall be deemed to have taken place when at least two (2) members of the Committee are present. A decision shall be adopted by the affirmative vote of at least two (2) members of the Audit Committee present at the meeting.
The functions, rights and duties of the Audit Committee shall be regulated by the Regulations on the Establishment and Activities of the Audit Committee of Rokiskio suris AB, approved by the General Meeting of Shareholders of the Company, as well as by other documents regulating the activities of the Audit Committee.
The main functions of the Audit Committee:
1.
Monitor the process of preparing the financial statements of the Company and its Subsidiaries;
2.
Monitor the effectiveness of the Company's internal control, risk management and internal audit systems;
3.
To make recommendations to the Company's Board on the selection of the external audit firm and to monitor the audit process;
4.
Monitor the external auditor's and audit firm's compliance with the principles of independence and objectivity;
5.
To inform the Company's Board of Directors of significant deficiencies in internal control over financial reporting identified by external and internal audit and to make recommendations for remediation;
6.
To act honestly and responsibly for the benefit and welfare of the Company and its shareholders.
In 2025, the Audit Committee held seven meetings. During these meetings, the principles for preparing the 2024 consolidated financial statements were discussed and conclusions were reached regarding their appropriateness; the processes for preparing the consolidated financial statements for the first half of 2025 were reviewed; the main risks to the Company’s operations were discussed, including the potential impact of geopolitical factors—such as the war in Ukraine—on the Company’s operations, as well as risk management measures; the applicable accounting principles were analyzed, and recommendations for their improvement were provided as needed.
The Audit Committee continuously monitored the Company’s financial reporting process, evaluated the accounting policies applied, significant accounting estimates, and the adequacy of disclosures. The Committee was informed of any potential non-compliance with accounting policies or deficiencies in disclosures.
There was regular communication with the employees responsible for preparing the financial statements and with the independent auditors. The Audit Committee was informed about the progress of the audit, significant issues identified, and the conclusions presented.
The audit of the 2025 financial statements of Rokiskio suris AB Group was performed by independent international audit firm BDO auditas ir apskaita, UAB. During a meeting with BDO auditas ir apskaita, UAB on 15 January 2025, the audit team discussed a summarised audit plan setting out the stakeholders' and BDO auditas ir apskaita, UAB's overall understanding of the current situation, a description of the main risk factors, the reporting of the ESEF 53, the audit plan of the external auditors and other issues. The Audit Committee approved the draft terms of reference for the audit services and had no comments to make. In accordance with the requirements of the Law on Audit of the Republic of Lithuania, the audit firm provided the Audit Committee with a written confirmation of the independence of the audit firm. The Audit Committee has not identified any instances of the provision of services that are contrary to the laws on auditing of the Republic of Lithuania and the principles of professional ethics of auditing and that may affect the independence of the audit firm.
There are no other committees in the company.
73.
Management of the Company
Members of the company's management Responsibilities
Name, surname
In office since
CEO
Dalius Trumpa
2018-01-01
Director of Finance
Antanas Kavaliauskas
2002-05-01
Director of Raw Milk Purchasing and Logistics
Ramunas Vanagas
2020-01-01
Sales and Marketing Director
Darius Norkus
2001-07-18
Management bonus system:
Members of the Company's management receive a salary and variable components of remuneration depending on the Company's performance, market conditions and other factors. The Group does not have any management bonus schemes in place.
74.
Staff
The average number of employees in the AB “Rokiškio sūris” Group in 2025 is 1,114. The Group’s average number of registered (insured) employees in 2025 was 1,125, i.e., 2.59% fewer than in 2024, when the average number of employees was 1,155. This slight decrease was due to more efficient operational processes. All data presented in this section is calculated based on the average number of employees during the reporting year, i.e., 1,114.
In 2025, among all Company employees, workers account for 76.8%, (76.7% in 2024), while specialists account for 22.7% (22.8% in 2024); the number of managerial staff is 5 (0.5%) (6 managers in 2024).
Group employees by category
Category
Number of employees
Managers*
5
0,5%
Specialists
253
22,7%
Workers
856
76,8%
Total number of employees
1 114
100%
*The management category includes functional directors and branch managers
Gender distribution of employees in the AB "Rokiškio sūris" Group in 2025
Gender
Number of employees
Men
689
61,8%
Women
425
38,2%
Other
-
-
No data available
-
-
Total number of employees
1 114
100%
The average age of the Company’s employees is 48. In 2024, the average age of employees was also 48.
Employees by age group:
Age groups
Number of employees
Employees aged 30 or younger
83
7,5%
Employees aged 30 to 50
461
41,4%
Employees over 50
570
51,1%
Total number of employees
1 114
100%
The company employs highly qualified staff, of whom: 24.4% hold a bachelor’s degree (25.02% in 2024); 41.0% hold an associate’s degree (36.97% in 2024); secondary education – 26.9% (2024 – 36.71%); incomplete secondary education – 7.7% (2024 – 1.30%).
Education
Number of employees
Education: Bachelor's degree
272
24,4%
Education: Associate's degree
457
41,0%
Education: High school diploma
300
26,9%
Education: High school dropout
85
7,7%
Education
1 114
100%
Employees by length of service:
Years of experience
Number of employees
Up to 5 years
349
31,3%
5 to 20 years
443
39,8%
Over 20 years
322
28,9%
Total number of employees
1 114
100%
Compensation System
The Company operates an effective and fair compensation system designed to attract, retain, and motivate employees. All employment contracts with Company employees, including managers, are concluded in accordance with the requirements of the Labor Code of the Republic of Lithuania. Employees are hired and dismissed in accordance with the requirements of the Labor Code.
Average monthly salary of the AB “Rokiškio sūris” Group by employee category
2025
2024
Change, %
Managers
3,840
3,378
13.67
Specialists
2,460
2,442
0.74
Workers
2,301
2,237
2.86
Group average
2,339
2,288
2.23
The average monthly wage is calculated in accordance with Resolution No. 496 of the Government of the Republic of Lithuania, dated June 21, 2017.
The wages paid to employees of the AB “Rokiškio sūris” Group consist of:
1) a fixed salary for work performed—the monthly salary specified in the contract;
2) piece-rate pay: for production workshop employees, sales department staff, and warehouse workers, remuneration is paid based on the actual amount of work performed and approved rates;
3) variable remuneration component: in accordance with the incentive fund provisions approved in the collective agreement.
Since 2018, the Company has applied a remuneration system based on variable salary components established by the Company, which depend on the Company’s performance, market conditions, and other factors. Variable salary components are allocated to each department in accordance with the approved functional management system. This remuneration procedure is approved by the Company’s CEO.
Each of the Company’s production workshops or departments has an approved procedure for the distribution of the incentive fund, which sets out the criteria for evaluating the work of all employees and their incentives. Employee performance evaluation is one of the most important tasks undertaken by the Company, aimed at organizing work as effectively as possible, achieving set goals, fostering positive relationships between managers and their subordinates, and increasing employee motivation.
Social Dialogue
Since 2018, the Company has had a Works Council consisting of 11 members. The Council is appointed for a three-year term, which begins on the date the Council takes office. Upon the expiration of the term, in August 2024, the Works Council was re-elected for another three-year term.
Employees of the Group’s companies are guaranteed the right to participate in trade union activities. A trade union committee has been established at the companies, which defends its members’ labor, economic, and social rights and interests, safeguards their right to employment, and social guarantees, promotes professional development, fosters professional ethics, and strives to increase wages and other income for food industry workers.
A Collective Agreement was approved in September 2020 and renewed in April 2024, improving the existing guarantees for employees. The purpose of this collective agreement is to create conditions for the harmonious operation of the workforce, to guarantee the level of employment, wages, safety, health, and other working conditions for various categories of employees, which are better than those provided for by the laws, government resolutions, and legal acts of the Republic of Lithuania, and to provide better labor and social guarantees for the company’s employees. The following additional guarantees are provided for employees:
- An employee raising a disabled child is paid a one-time annual financial allowance equal to 1 minimum monthly wage;
- Company employees shall receive a funeral allowance upon the death of a family member (spouse, parent, child); upon the death of a Company employee, a one-time funeral allowance shall be provided to their family;
- On the occasion of work anniversary milestones (20th, 25th, 30th, 35th, 40th, 45th, 50th), Company employees are paid an additional bonus;
- Support is provided to Company employees suffering from serious and long-term illnesses or who have sustained injuries;
- Company employees, their family members, and retired employees are provided with a discount for treatment at the Company’s health resort;
- Paid leave, as provided for in the Labor Code of the Republic of Lithuania, for an employee’s marriage or to attend the funeral of a deceased family member, is granted in accordance with the general leave policy. In addition, leave is granted to employees when their children get married, as well as upon the death of the employee’s spouse’s parents.
The rights and obligations of the Company’s employees are set forth in their job descriptions. Employment contracts do not provide for any special rights or obligations.
In 2024, 235 employees of the Company Group availed themselves of the “Procedure for the Granting of Material Incentives and Allowances,” which was in effect prior to the Collective Agreement, and subsequently of the social guarantees provided by the Collective Agreement.
Competency Development
AB “Rokiškio sūris” staff development and the improvement of both specialized and general skills are among the company’s top priorities, as only well-educated employees with the appropriate knowledge and experience can create high-quality products and services. Training plans are developed annually, taking into account the Company’s strategic goals and the alignment of employees’ competencies with these goals. Group employees are given opportunities to deepen their knowledge and improve their skills through various training courses, seminars, and conferences; the company also supports the pursuit of professional education at universities, colleges, or other educational institutions in the country that grant degrees. Significant attention is paid to foreign language training.
The company regularly conducts internal employee training, taking into account the nature of the work, as well as the requirements for the workplace and product quality. In 2025, employees participated in both internal and external training programs, the number of which increased significantly due to the availability of remote participation.
Code of Ethics
In conducting its operations, the company adheres to internationally recognized human and labor rights, based on the principles set forth in the International Bill of Human Rights and the fundamental rights set forth in the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, applies the principles of socially responsible business, and operates transparently, reliably, and fairly. These principles are defined in the Company’s Code of Ethics, with which every employee is familiarized.
Remuneration Policy and Report
The Company’s compensation policy is designed to promote sustainable long-term value and align with the Company’s strategic priorities. The fixed portion of compensation ensures a competitive, market-based compensation level and helps attract and retain competent employees, while the variable component is linked to the achievement of long-term goals, improving operational efficiency, ensuring financial discipline, and managing significant risks.
To ensure transparency, the Company plans to further detail the disclosure of the groups of criteria applied and their link to strategic objectives, while maintaining the protection of commercially sensitive information.
The Company’s remuneration report is submitted for approval at the Annual General Meeting of Shareholders. Based on the results of the vote on remuneration information at the Annual General Meeting held on April 30, 2025, we note that the shareholders approved the report without submitting any comments or proposals regarding its content. Therefore, when preparing the remuneration information for this reporting period, there was no need to make adjustments related to the results of the
shareholders’ vote. However, the Company continues to review its remuneration disclosure practices and, in the event of shareholder comments or changes in legal requirements, will adjust the presentation of information accordingly in future periods.
75.
Information on agreements between the Company and members of its organs, members of committees formed or employees providing for compensation in the event of their resignation or dismissal without just cause or if their employment is terminated as a result of a change of control of the issuer
There are no agreements between the Company and the members of the Board or employees providing for compensation in the event of their resignation or dismissal without just cause, or in the event of termination of their employment as a result of a change of control of the Company. All employment contracts with the Company's employees, including members of the Company's management, are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. The Company does not provide for any additional share-based payments.
INFORMATION ON RELATED PARTY TRANSACTIONS AND MATERIAL ARRANGEMENTS
76.
Related parties of Rokiskio suris AB Group
The group of persons acting in concert consists of Pieno pramones investiciju valdymas (30.23% of the Company's share capital and votes), SIA RSU Holding (27.74% of the Company's share capital and votes), Antanas Trumpa and his family members (23.35% of the Company's share capital and votes). The group of persons acting in concert owns 81.32% of the Company's share capital and votes.
The remaining 18.68% of the Company's shares and votes are held by other small Lithuanian and foreign individuals and legal entities.
Pieno pramones investiciju valdymas UAB is controlled by Antanas Trumpa (as the main shareholder, holding 50.60 % of the shares and votes in Pieno pramones investiciju valdymas UAB) and Dalius Trumpa, holding 27.97 % of the shares and votes in Pieno pramones investiciju valdymas UAB. RSU Holding Ltd. is controlled by Dalius Trumpa (holding 92 % of the shares and votes of RSU Holding Ltd.).
Certain cooperative companies involved in milk production are considered related parties of the Company as the Company, through close family members of its directors and certain of its employees, can exercise significant influence over the day-to-day operations of these companies.
77.
Related party transactions
During 2025, the company did not have any transactions with related parties that meet the criteria in Article 372. All related party transactions included purchases of raw milk from related parties and sales of dairy products by related parties, see note to the Company's consolidated financial statements "Related party transactions". The transactions were at arm's length, are in the ordinary course of business and do not have a material impact on the Company. The Company considers the related parties to be Dzukijos pienas KB, company registration number 300058288, registered office at Varanauskas km., Krokialaukis sen.
Related party transactions are disclosed in note 32 to the Company's consolidated financial statements for 2025.
78.
Information on harmful transactions entered into on behalf of the issuer
During the reporting period, there were no harmful transactions that were inconsistent with the Company's objectives, were not in line with normal market conditions, were prejudicial to the interests of the shareholders or other groups of persons, and had or may in the future have an adverse effect on the Company's business or results of operations. There were also no transactions resulting from conflicts of interest between the duties of the Company's directors, controlling shareholders or other related parties to the Company and their private interests and/or duties.
79.
Prevention of corruption and bribery
Corruption is intolerable in the Group. If such cases are detected, disciplinary penalties could be imposed on the employee and reported to the relevant law enforcement authorities. During the reporting year, the management did not identify any cases of corruption. The same principles apply to international business transactions; bribery of foreign officials is not tolerated.
OTHER INFORMATION
80.Audit information
The consolidated balance sheet of Rokiskio suris AB Group as at 31 December 2025 and the related consolidated statements of comprehensive income, cash flows and changes in equity for the year then ended, as well as the assessment of the management report, have been audited and the assessment of the management report has been carried out by BDO auditas ir apskaita UAB.
The General Meeting of Shareholders selects the audit firm for the audit of the annual financial statements and sets the terms of remuneration. As the Company is listed and maintains its accounts in accordance with International Financial Reporting Standards, the Company's shareholders are required to appoint an international audit firm.
BDO auditas ir apskaita UAB, is the sole authorised representative of the international group of audit, accounting and consulting companies BDO International in Lithuania.
BDO is a member of BDO International, one of the world's largest accounting, auditing and consulting organisations, with more than 1,700 offices in 167 countries.
The Rokiskio suris AB Group will pay a fee of EUR 98,000 + VAT to the audit firm for the audit of the separate and consolidated IFRS financial statements and management report for 2025.

81.
Data on publicly available information
The information on the 2025 public announcement of Rokiskio suris AB is available on the company's website www.rokiskio.com in the Investors > Material events section.
Summary of information published:
Date of publication
Brief description of the report
08.04.2025
On 30 April 2025, the Ordinary General Meeting of Shareholders of Rokiskio suris AB is convened
30.04.2025
Resolutions supplemented by the Ordinary General Meeting of Shareholders of Rokiskio suris AB convened on 30 April 2025
30.04.2025
The audited annual information of Rokiskio suris AB for the year 2024
05.05.2025
AB "Rokiškio sūris" dividend payment procedure for the year 2024
13.06.2025
Regarding the investment in the share capital of UAB "Ateities ūkis"
29.08.2025
Six-months results of AB Rokiskio suris Group for 2025
18.11.2025
On December 10, 2025, the General Extraordinary Meeting of Shareholders of AB Rokiskio suris is convened
10.12.2025
Resolutions supplemented by the Extraordinary General Meeting of Shareholders of Rokiskio suris AB convened on 10 December 2025
30.12.2025
Dates of publication of AB "Rokiškio sūris" Group results for 2026
The Company publishes public information by uploading it to the Central Database of Regulated Information, publishing it on the website of Nasdaq Vilnius AB at http://www.nasdaqbaltic.com, and uploading it to the Company's website at www.rokiskio.com
GOVERNANCE REPORT OF ROKISKIO SURIS AB
Summary of Governance report
According to the Articles of Association of Rokiskio suris AB, the organs of the Company are the General Meeting of Shareholders, the Board and the CEO. The Company does not have a Supervisory Board. The supervisory functions provided for in the Law on Joint-Stock Companies of the Republic of Lithuania are performed by the Board. The Board is composed of 6 members, two of whom are independent. The Board elects and dismisses the Company's CEO, determines his/her remuneration and follows the remuneration policy.
The Company has one committee, the Audit Committee. The members of the Audit Committee are elected by the General Meeting of Shareholders on the recommendation of the Board of the Company. The Company's Audit Committee is composed of 3 members, 2 of whom are independent.
The Company's governing bodies are obliged to act in the best interests of the Company and its shareholders, to comply with the laws and regulations and to be guided by the Company's Articles of Association.
Rokiskio suris AB Corporate Governance Report prepared in accordance with the Law on Companies and Groups Financial Reporting of the Republic of Lithuania
1. Reference to the applicable corporate governance code and where it is publicly available and/or reference to any relevant publicly available information on corporate governance practices
The consolidated report for 2025, together with the Corporate Governance Report and the audited financial statements of the Company and its Group, is published on the Company's website www.rokiskio.com and on the website of the stock exchange Nasdaq Vilnius AB www.nasdaqbaltic.com
2. Where the provisions of the applicable corporate governance code are deviated from and/or not complied with, the provisions deviated from and/or not complied with and the reasons for this
Information on compliance and/or non-compliance with the provisions of the Corporate Governance Code is presented in a structured table (No.2).
3. Information on the extent and management of risks - a description of the management of risks associated with the financial statements, mitigating measures and the entity's internal control system
The Company shall disclose information on the extent of risk and risk management, risk mitigation measures and the internal control system in place at the Company in paragraphs 48-49-50-51 of the consolidated management report for 2025.
4. Information on significant direct or indirect shareholdings
Information on significant direct or indirect holdings is provided in paragraph 64 of the 2025 consolidated management report.
5. Information on transactions with related parties as set out in Article 372 of the Law on Joint Stock Companies (specifying the parties to the transaction (legal form of the legal entity, name, code, the register in which the data concerning this person are collected and stored, the registered office (address) name of the natural person, the address for correspondence) and the value of the transaction)
During 2025, the company did not have any related party transactions that meet the criteria in paragraph 372 . For further details, please refer to paragraph 77 of the 2025 Consolidated Management Report.
6. Information on shareholders with special control rights and a description of those rights
The company has no shareholders with special control rights.
7. Information on any existing restrictions on voting rights, such as restrictions on the voting rights of persons holding a certain percentage or number of votes, time limits for the exercise of voting rights, or systems whereby the rights attached to the securities are separated from the security holder
The Company is not subject to restrictions on voting rights. All shareholders have the same property and non-property rights (except for the Company's treasury shares, which have no voting rights).
8. Information on the rules governing the election and replacement of members of the board of directors and amendments to the articles of association
The Company does not have rules governing amendments to the Company's Articles of Association and the election and replacement of members of the Company's Board. The Company's activities are governed by the Law on Companies of the Republic of Lithuania, the Company's Articles of Association and other legal acts.
For further details see paragraphs 63 and 71 of the Company's 2025 Consolidated Management Report.
9. Information on the powers of the members of the Board
The members of the Board have not delegated any authority to others to perform the functions falling within the Board's competence. The members of the Company's Board act in accordance with the Companies Act, the Company's Articles of Association and the Board's Rules of Procedure.
10. Information on the competence of the general meeting of shareholders, the rights of shareholders and their exercise, unless this information is provided for by law
Information on the competences, rights and exercise of the General Meeting of Shareholders, as well as on the procedures for organising shareholders' meetings, is provided in point 70 of the 2025 Consolidated Management Report.
11. Information on the composition of the management and supervisory bodies and their committees, and their activities and those of the chief executive
The Company's information on the composition of the management and supervisory bodies and their committees, and the scope of their activities and the activities of the Company's Chief Executive Officer, is set out in paragraphs 72 and 75 of the 2025 Consolidated Management Report.
12. A description of the diversity policy for the election of the members of the company's management, governing and supervisory bodies, including aspects such as age, gender, education, professional experience, the objectives of the policy, how it has been implemented and the results achieved during the reporting period. If the diversity policy is not applied, the reasons for not applying it shall be explained
The Company does not have a separate formal diversity policy applicable to the election of the CEO and members of the management and supervisory bodies. However, the Company has adopted an Equal Opportunity Policy that applies to all employees and is based on ensuring the principles of non-discrimination, equal opportunity, and respect.
These principles also apply when proposing candidates for membership in the Company’s management bodies—the requirements set for candidates do not discriminate on the basis of age, gender, education, or professional experience. The Company imposes no restrictions on individuals’ eligibility to run for office based on gender or age, and the primary criterion for selecting members of the governing bodies is the candidate’s competence.
Given the nature of the Company’s operations and the practice of forming management bodies, it is currently considered that the application of the principles of the Equal Opportunities Policy is sufficient to ensure an objective and non-discriminatory evaluation of candidates; therefore, a separate diversity policy has not been formalized. The Company will consider the possibility of establishing such a policy in the future, if necessary.
At the shareholders’ meeting held on December 10, 2025, new members were elected to the Company’s Board of Directors. Two women were elected to the Board, as required by DIRECTIVE (EU) 2022/2381 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on improving the gender balance among board members of listed companies and related measures.
13. Information on the remuneration of each member of the management or supervisory body (average remuneration paid during the reporting period, with separate reference to bonuses, allowances, royalties and other payments
Members of the management bodies
Number of people
Total amounts accrued, (salaries and bonuses)
thousand EUR*
TOTAL average per member,
(salaries and bonuses)
thousand EUR
incl. average wage levels
incl. average royalty rate
incl. average size of bonuses
Board members*
6
144.18
24.03
16.53
7.5
0
Chief Executive Officer and Chief Financial Officer
2
55.65
27.83
27.83
0
0
Amounts and average amounts of money per member of the management bodies, assets transferred and guarantees granted to the members of the Board of Rokiskio suris AB, the Company's CEO and the Chief Financial Officer during 2025:
* Two members of the Board are employees of the Company. The amounts accrued and paid for 2025 (salaries) relate to employment.
During the period under review, the Company did not make any loans, guarantees or transfers of assets to the members of the Board of Directors, the Chief Executive Officer or the Chief Financial Officer.
14. Details of any agreements between shareholders (substance, terms)
On 13 October 2017, the Strategic Investment Agreement and the Shareholders' Agreement were signed between the Company's shareholders - Pieno pramones investiciju valdymas UAB, SIA RSU Holding, Antanas Trumpa and Ledina Trumpiene, Dalius Trumpa and Rasa Trumpiene, the Strategic Investor - Fonterra (Europe) Coöperatie U.A., and the Company - Rokiskio suris AB.
The purpose of this agreement was to define the relationship between the parties in relation to the Company, to ensure joint action in the development of the Company and in the exercise of voting rights at General Meetings of Shareholders, to agree on specific conditions and restrictions on the disposal of the shares, and to enable the shareholders to protect their interests in their investment in the Company.
The Strategic Investment Agreement was terminated in April 2024. Since that date, Fonterra (Europe) Coöperatie U.A. does not participate in any form of management.
The Company has no record of any other agreements between shareholders.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
Rokiskio suris AB Company (hereinafter referred to as the "Company"), pursuant to Article 12(3) of the Securities Law of the Republic of Lithuania and Section 24.5 of the Listing Rules of Nasdaq Vilnius AB, discloses the extent to which it has complied with the Code of Corporate Governance of Companies Listed on Nasdaq Vilnius, and the specific provisions or recommendations thereof. In the event of non-compliance with the Code or any of its provisions or recommendations, it shall state which specific provisions or recommendations are not complied with and the reasons for non-compliance, as well as any other explanatory information as specified in this form.
Governance report form of the Company
For the year ended 31 December 2025
Structured table 2
PRINCIPLES/GUIDELINES
YES /NO /NOT APPLICABLE
COMMENTARY
Principle 1: General Meeting of Shareholders, fair treatment of shareholders and shareholders' rights
The corporate governance system should ensure fair treatment of all shareholders. The corporate governance system should protect shareholders' rights.
1.1 All shareholders should have equal access to the information and/or documents provided for in the legislation and should be able to participate in the adoption of decisions of importance to the company.
Yes
All shareholders have equal access to information and/or documents required by law and to participate in decisions of importance to the company. The Company provides information through the Central Regulated Information Database of AB Nasdaq Vilnius Stock Exchange in Lithuanian and English simultaneously. The information shall be published immediately and simultaneously, thus ensuring simultaneous provision of information to all.

1.2 It is recommended that a company's capital should consist only of shares that give their holders equal voting, ownership, dividend and other rights.
Yes
The Company's authorised capital consists of ordinary registered shares, giving all holders of the Company's shares equal voting, ownership, dividend and other rights.
1.3 It is recommended that investors should be given the opportunity to familiarise themselves with the rights attaching to new or existing shares in advance, i.e. before purchasing them.
Yes
The Company makes available to investors in advance the rights attaching to new or existing shares to be issued.
1.4 Exceptional transactions of major importance, such as the disposal of all or substantially all of the company's assets, which would effectively amount to a disposal of the company, should be subject to the approval of the General Meeting of Shareholders.
Yes
In accordance with the Company's Articles of Association, significant transactions, i.e. decisions on investment, transfer, lease, pledge and mortgage of fixed assets with a carrying amount exceeding 1/5 of the Company's authorised capital, decisions on guaranteeing or guaranteeing the performance of obligations of other persons exceeding 1/5 of the Company's authorised capital and decisions on the acquisition of fixed assets for a price exceeding 1/5 of the Company's authorised capital, do not require the approval of the Company's shareholders. These decisions (in accordance with the Company's Articles of Association) shall be approved by the Board. For very important exceptional transactions, such as the disposal of all or almost all of the Company's assets, the Company would be guided by the Law on Joint Stock Companies of the Republic of Lithuania as well as by other legal acts setting out the requirements for approval of such transactions.

1.5 The procedures for organising and participating in the General Meeting of Shareholders should ensure that shareholders have an equal opportunity to participate in the General Meeting of Shareholders and should not prejudice the rights and interests of shareholders. The choice of the place, date and time of the General Meeting of Shareholders should not preclude the active participation of shareholders in the General Meeting of Shareholders. In the notice convening the general meeting, the company should indicate the latest date on which proposed draft resolutions may be submitted
Yes
All shareholders of the Company shall be informed of the date, place and time of the General Meeting of Shareholders by publicly announcing the General Meeting of Shareholders, the agenda, and draft resolutions in advance in accordance with the procedure established by law, in the Central Regulated Information Base of the AB Nasdaq Vilnius Stock Exchange, in the electronic publication "Public Announcements of Legal Entities" issued by the Centre of Registers of Legal Entities, as well as in the Company's website www.rokiskio.com In the notice of the General Meeting of Shareholders, the Company shall indicate by when shareholders may supplement the agenda of the General Meeting of Shareholders and propose draft resolutions.
1.6 In order to ensure the right of shareholders living abroad to access information, it is recommended that, where possible, the documents prepared for the General Meeting of Shareholders be made available to the public in advance not only in the Lithuanian language, but also in English and/or in other foreign languages. It is also recommended that the minutes of the General Shareholders' Meeting after signing and/or the decisions adopted are made public not only in Lithuanian but also in English and/or other foreign languages. It is recommended that this information be published on the company's website. Not all documents may be made publicly available if their public disclosure would be detrimental to the company or would disclose the company's business secrets.
Yes
The documents prepared for the General Meeting of Shareholders, including the draft resolutions of the meeting, in accordance with the procedure established by the Law on Companies of the Republic of Lithuania, shall be published on the website of the Nasdaq Vilnius Stock Exchange and on the Company's website not later than 21 days prior to the General Meeting of Shareholders, and shall be made available to the shareholders for public inspection in Lithuanian and English.
The resolutions approved by the General Meeting of Shareholders, including the financial statements, the audit report, the management report, amendments to the Articles of Association, etc., are publicly disclosed in Lithuanian and English through the Central Regulated Information Database of Nasdaq Vilnius and on the Company's website www.rokiskio.com.

1.7 Shareholders entitled to vote should be given the opportunity to vote at the shareholders' meeting in person, either present or absent. Shareholders should not be prevented from voting in advance in writing by completing a single ballot paper.
Yes
The Company's shareholders have the right to participate in the General Meeting of Shareholders both in person and through a representative, provided that the person has a proper power of attorney or a contract for transfer of voting rights has been concluded with him/her in accordance with the procedure established by the legislation, as well as the Company shall enable the shareholders to cast their votes by completing a general ballot paper, as provided for by the Law on Companies of the Republic of Lithuania.
1.8 In order to enhance shareholders' ability to participate in general meetings, it is recommended that companies should increase the use of modern technology to enable shareholders to participate and vote in general meetings by electronic means. In such cases, the security of the information transmitted must be ensured and the identity of the attendees and voters must be identifiable.
No
The Company does not comply with the provisions of this Recommendation as it is not possible to ensure the security of the information transmitted and the identity of the person who participated and voted cannot be established.
1.9 It is recommended to disclose in the notice of the draft decisions of the convened General Meeting of Shareholders the new nominations of the members of the collegial body, the remuneration proposed for them, the proposed appointment of the audit firm, if these matters are included in the agenda of the General Meeting of Shareholders. When a new member of the collegial body is proposed for election, it is recommended to disclose his/her educational background, work experience and other management positions held (or proposed to be held).
Yes
The company shall disclose in the draft resolutions, when giving notice of a general meeting of shareholders and if the agenda of the general meeting of shareholders includes the election of a new member of the collegial body or the appointment of an audit firm, the nominations of the proposed new members of the collegial body and the audit firm to be appointed.
Information on candidates for the members of the collegial body shall be provided in advance by publishing this information on the website of the Nasdaq Vilnius Stock Exchange, on the website of Rokiskio suris AB www.rokiskio.com, or by publicly announcing it to the shareholders present at the General Shareholders' Meeting at the time of the meeting, if the shareholders whose shares represent at least 1/20 of the total number of votes nominate an additional candidate during the meeting.
The company publicly discloses the position, experience and educational background of the collegiate body in its annual and six-monthly interim reports.

1.10 Members of the Company's collegial body, the Chief Executive Officers (For the purposes of this Code, chief executives are those employees of a company who hold senior management positions) or other competent persons associated with the Company who are in a position to provide information relating to the agenda of the General Meeting of Shareholders should be present at the General Meeting of Shareholders. Proposed candidates for membership of a collegiate body should also attend the General Meeting if the election of new members is on the agenda of the General Meeting.
Yes
General Shareholders' Meetings are attended by members of the company's collegial body and the Chief Executive Officer. Proposed candidates for election to the collegiate body shall also be present if the election of new members is on the agenda of the General Meeting of Shareholders, except in special cases (e.g. if physical attendance at the meeting would be prevented due to quarantine regime or other important circumstances).
Principle 2: Supervisory Board
2.1 Functions and responsibilities of the Supervisory Board
The Supervisory Board should ensure that the interests of the company and its shareholders are represented, that it is accountable to the shareholders and that it exercises objective and impartial oversight of the company's activities and its management bodies, and that it makes regular recommendations to the management bodies.
The Supervisory Board should ensure the integrity and transparency of the company's financial accounting and control system.
2.1.1. Members of the Supervisory Board should act honestly, diligently and responsibly in the best interests of the Company and its shareholders and represent their interests, taking into account the interests of employees and the public good.
Not applicable
According to the Articles of Association of Rokiskio suris AB, the Company has only one collegial body - the Management Board. There is no Supervisory Board in the Company. The shareholders of the Company have decided to delegate all management functions to a collegiate body, the Management Board.
2.1.2. Where the Supervisory Board's decisions may affect the interests of the company's shareholders differently, the Supervisory Board should treat all shareholders impartially. It should ensure that shareholders are adequately informed about the company's strategy, risk management and control, and the management of conflicts of interest.
Not applicable
See point 2.1.1.

2.1.3. The Supervisory Board should be impartial in making decisions relevant to the company's operations and strategy. The work and decisions of the members of the Supervisory Board should not be influenced by those who elected them.
Not applicable
See point 2.1.1
2.1.4. Members of the Supervisory Board should make clear their objection when they consider that a decision of the Supervisory Board could be detrimental to the company. Independent members of the Supervisory Board (For the purposes of this Code, the criteria for independence of the members of the Supervisory Board shall be understood in the same way as the criteria for non-affiliated persons are defined in Article 31(7) and (8) of the Law on Joint-Stock Companies) should: a) remain independent in their analysis and decision-making; b) neither seek nor accept any undue preferences that may cast doubt on the independence of the members of the Supervisory Board.
Not applicable
See point 2.1.1
2.1.5 The Supervisory Board should oversee that the company's tax planning strategies are designed and implemented in accordance with the law, in order to avoid perverse practices that are not in the long-term interests of the company and its shareholders, which could give rise to reputational, legal or other risks.
Not applicable
See point 2.1.1

2.1.6 The company should ensure that the Supervisory Board is provided with sufficient resources (including financial resources) to carry out its duties, including access to all relevant information and the right to seek independent professional advice from external legal, accounting or other specialists on matters within the competence of the Supervisory Board and its committees.
Not applicable
See point 2.1.1
2.2 Formation of the Supervisory Board
The procedures for the composition of the Supervisory Board should ensure that conflicts of interest are properly managed, and that the company is governed efficiently and fairly.
2.2.1 The members of the Supervisory Board elected by the General Meeting of Shareholders should collectively ensure a diversity of qualifications, professional experience and competences, and strive for gender balance. In order to maintain an appropriate balance of qualifications among the members of the Supervisory Board, it should be ensured that the members of the Supervisory Board as a whole have a broad range of knowledge, views and experience to perform their tasks properly.
Not applicable
See point 2.1.1
2.2.2. Members of the Supervisory Board should be appointed for a fixed term, with the possibility of individual re-election, in order to ensure the necessary development of professional experience.
Not applicable
See point 2.1.1

2.2.3. Chairperson of the Supervisory Board should be a person whose current or former position would not be an obstacle to the impartial exercise of his/her duties. A former director or member of the management board of a company should not be immediately appointed as chairman of the Supervisory Board. Where a company decides not to comply with these recommendations, information should be provided on the measures taken to ensure the impartiality of the activity.
Not applicable
See point 2.1.1
2.2.4 Each member should devote sufficient time and attention to his/her duties as a member of the Supervisory Board. Each member of the Supervisory Board should undertake to limit his/her other professional commitments (in particular managerial positions in other companies) in such a way that they do not interfere with the proper performance of his/her duties as a member of the Supervisory Board. If a member of the Supervisory Board has attended less than half of the meetings of the Supervisory Board during the company's financial year, the company's shareholders should be informed.
Not applicable
See point 2.1.1
2.2.5. When the appointment of a member of the Supervisory Board is proposed, it should be disclosed which members of the Supervisory Board are considered independent. The Supervisory Board may decide that a particular member of the Supervisory Board, although fulfilling the criteria for independence, may not be considered to be independent because of particular personal or company-related circumstances.
Not applicable
See point 2.1.1

2.2.6 The amount of remuneration for the members of the Supervisory Board should be approved by the company's General Meeting of Shareholders for their activities and participation in the meetings of the Supervisory Board.
Not applicable
See point 2.1.1
2.2.7 The Supervisory Board should carry out an annual evaluation of its activities. This should include an assessment of the Supervisory Board's structure, organisation and ability to act as a group, as well as an assessment of the competence and effectiveness of each member of the Supervisory Board and an assessment of whether the Supervisory Board has achieved its stated performance objectives. The Supervisory Board should publish, at least once a year, relevant information on its internal structure and operating procedures.
Not applicable
See point 2.1.1
3. Principle: Board
3.1 Functions and responsibilities of the Board
The Board should ensure the implementation of the company's strategy, as well as the proper governance of the company, taking into account the interests of shareholders, employees and other interest groups.
3.1.1 The Executive Board should ensure the implementation of the company's strategy, as approved by the Supervisory Board, if one is established. In cases where the Supervisory Board is not established, the Management Board is also responsible for approving the company's strategy.
Yes
The Company has only one collegiate body, the Board of Directors.
The Company's Board is responsible for the proper strategic management of the Company (approving the Company's business strategy, approving the annual budget and performance targets, and making important decisions on the Company's organisational management structure as provided for by law).

3.1.2 The Management Board, as the collegial management body of the Company, shall perform the functions assigned to it by the Act and the Articles of Association of the Company and, in cases where the Company does not have a Supervisory Board, shall perform, inter alia, the supervisory functions provided for in the Act. In exercising the functions assigned to it, the Management Board should take into account the needs of the company, its shareholders, employees and other interest groups, as appropriate, with a view to building a sustainable business.
Yes
The Company is guided by a corporate strategic plan, according to which the mission of the governing bodies of the Company is to create and maintain a strong, competitive, financially capable and technically advanced company that creates and maximises shareholder value.
According to the Company's information, all members of the Board of Directors act in good faith in the interests of the Company and its shareholders, are guided by the interests of the Company rather than their own interests or those of third parties, and endeavour to maintain their independence in their decision-making.
3.1.3. The Board should ensure compliance with the laws and internal company policies applicable to the company or group of companies to which it belongs. It should also establish appropriate risk management and control measures to ensure regular and direct accountability of management.
Yes
The Board ensures compliance with the law and the company's internal policies, both for the company and the Group. The company also has a risk management and control programme. Risk management is carried out by the Company's management.
3.1.4 The Board should also ensure that the company has in place the measures included in the OECD Good Practice Guidance (Link to the OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf) on internal control, ethics and compliance to ensure compliance with applicable laws, regulations and standards.
Yes
The Company has adopted an Anti-Corruption Policy, which clearly and publicly declares its negative attitude towards bribery and corruption. The provisions of this policy apply to all employees, agents, intermediaries and suppliers of the Company. The Company has also adopted a Code of Ethics, a Human Rights Policy, an Equal Opportunities Policy, a Violence and Harassment Prevention Policy and a Personal Data Protection Policy.
3.1.5 When appointing a director of the company, the Board should take into account an appropriate balance of qualifications, experience and competence.
Yes
When appointing the company's CEO, the Board considers the candidate's qualifications, experience and competence.

3.1 Formation of the Management Board
3.2.1 The members of the Board elected by the Supervisory Board, or by the General Meeting of Shareholders in the absence of a Supervisory Board, should collectively ensure a diversity of qualifications, professional experience and competences, and strive for gender balance. In order to maintain an appropriate balance of qualifications among the members of the Management Board, it should be ensured that the members of the Management Board as a whole have a wide range of knowledge, views and experience to perform their tasks adequately.
Yes
The members of the Company's Board are elected by the General Meeting of Shareholders. The members of the Company's Board of Directors are qualified and competent to perform their functions and have many years of management experience. Among them, three independent board members have extensive experience in general management, marketing, setting up and managing international joint ventures.
3.2.2 The names of the candidates for election to the Board, their education, qualifications, professional experience, positions held, other relevant professional commitments and potential conflicts of interest should be disclosed, without prejudice to the requirements of the legislation on the processing of personal data, at the meeting of the Supervisory Board at which the Management Board or individual members thereof are to be elected. In the absence of a Supervisory Board, the information set out in this point should be provided to the general meeting of shareholders. The Board should compile the data referred to in this point on its members on an annual basis and present them in the company's management report.
Yes
Information on the candidates for the Company's Board shall be provided to the shareholders in accordance with the procedure established by the Law of the Republic of Lithuania on Joint-Stock Companies in the materials of the shareholders' meeting, which shall be made available to the shareholders in advance. Information on the members of the collegial management bodies (names, surnames, information on their education, qualifications, professional experience, participation in the activities of other companies, other relevant professional commitments) shall be provided in the Company's periodic reports and on its website.
3.2.3 All new board members should be familiarised with their duties, the company's structure and activities.
Yes
All new members of the company's board are briefed on their duties, the company's structure and activities.

3.2.4 Board members should be appointed for a fixed term, with the possibility of individual re-election, to ensure the necessary growth in professional experience and sufficiently frequent reconfirmation of their status.
Yes
The members of the Board are elected for a 4-year term. There is no limit to the number of terms.
The members of the Board are elected by the General Meeting of Shareholders. Shareholders nominate and vote for candidates for the Board based on their own views as to which candidates are best placed to represent the interests of shareholders.
3.2.5 The Chairperson of the Board should be a person whose current or former position would not be an obstacle to the impartial conduct of business. In the absence of a Supervisory Board, a former director of the company should not be immediately appointed to the post of Chairman of the Board. Where a company decides not to comply with these recommendations, information should be provided on the measures taken to ensure the impartiality of the activity.
No
The Chairman of the Board of Directors of the company is the former CEO of the company. In appointing the former CEO as Chairman of the Board, the members of the Board took into account the former CEO's long-standing managerial experience and his competence for the position of Chairman of the Board.
3.2.6 Each member should devote sufficient time and attention to his/her duties as a Board member. If a member of the Board has attended less than half of the meetings of the Board during the company's financial year, the company's Supervisory Board should be informed, or, in the absence of a Supervisory Board, the general meeting of shareholders.
Yes
Members of the Company perform their assigned functions well: they actively participate in the meetings of the collegial body and devote sufficient time to the performance of their duties as a collegial member. A quorum of Board members is established at all Board meetings, which allows the Board to take decisions in a constructive manner. During 2025, the Board held 7 Board meetings. All Board meetings were held remotely. All Board meetings were attended by all Board members.

3.2.7. If, in the cases provided for in the Act, some of the members of the Board will be independent in the election of the Board where no Supervisory Board is established, (For the purposes of this Code, the criteria for independence of the members of the Board of Directors shall be understood in the same way as the criteria for unrelated persons are defined in Article 33(7) of the Law of the Republic of Lithuania on Public Limited Companies), it should be published which members of the Board are considered independent. The board may decide that a particular member of the board, although fulfilling all the criteria for independence set out in the Act, cannot be considered independent because of particular personal or company-related circumstances.
No
As the company does not have a Supervisory Board, three independent members of the Board have been elected to the Board of the company and meet the criteria of independence set out in the Law on Public Limited Companies. The Board of Rokiskio suris AB consists of 6 members. Candidates to the Board may be nominated by shareholders whose shares carry at least 1/20 of the total votes.
3.2.8. The amount of remuneration to be paid to the members of the Board for their activities and participation in Board meetings should be approved by the company's general meeting of shareholders.
Yes
In accordance with the Law on Joint-Stock Companies of the Republic of Lithuania, the members of the Board of Directors are paid remuneration for their work on the Board of Directors by the decision of the General Meeting of Shareholders. The members of the Board of Directors do not receive any other remuneration for their activities and participation in meetings.
3.2.9 Board members should act honestly, diligently and responsibly in the best interests of the Company and its shareholders and represent their interests, taking into account other interest holders. They should not pursue personal interests in their decision-making, they should be subject to non-competition agreements and they should not take advantage of business information and opportunities that are relevant to the company's business to the detriment of the company.
Yes
According to the Company's information, all members of the Board of Directors act in good faith in the interests of the Company and its shareholders, are guided by the interests of the Company rather than their own interests or the interests of third parties, and endeavour to maintain their independence in their decision-making.

3.2.10. Each year the Board should carry out an evaluation of its own performance. This should include an assessment of the Board's structure, organisation and ability to act as a group, as well as an assessment of the competence and effectiveness of each member of the Board and an assessment of whether the Board has achieved its stated performance objectives. The Board should, at least once a year, publish relevant information on its internal structure and operating procedures, without prejudice to the requirements of the legislation on the processing of personal data.
No
The Company does not have a practice of evaluating the performance of the Board. As two members of the Board are members of the Company's management (functional directors of the Company) and one member of the Board is a former long-serving manager of the Company, the Board is considered to have sufficient organisation and ability to work as a group. Therefore, it does not carry out any assessment of competence and effectiveness. The other two members of the Board are independent members.
4. Principle 1: Working procedures of the Company's Supervisory Board and Management Board
The company's procedures for the work of the Supervisory Board, if established, and the Management Board should ensure the effective work and decision-making of these bodies and promote active cooperation between the company's bodies.
4.1 Board and the Supervisory Board, if established, should work closely together for the benefit of both the company and its shareholders. Good corporate governance requires an open discussion between the management board and the supervisory board. The Management Board should regularly and, if necessary, promptly inform the Supervisory Board on all matters of importance to the company, such as planning, business development, risk management and control, and compliance with company commitments. The Executive Board should inform the Supervisory Board of actual deviations of the business development from the previously formulated plans and objectives, indicating the reasons for this.
No
The Company does not have a Supervisory Board. The shareholders of the Company have decided to delegate all management functions to a single collegiate body, the Management Board. They believe that. that a single collegial body, the Management Board, is sufficient to ensure the effective management of the Company.

4.2 It is recommended that meetings of the Company's collegial bodies be held at appropriate intervals in accordance with a pre-approved schedule. It is up to each company to decide on the frequency of meetings of its collegial bodies, but it is recommended that they be held at a frequency that ensures uninterrupted discussion of key corporate governance issues. Meetings of the company's collegial bodies should be convened at least once a quarter of the year.
Yes
The Board shall meet in accordance with a timetable approved in advance in the Rules of Procedure of the Board, i.e. at least once every 3 months, and more frequently if necessary.
The agenda for the Board meeting, together with the notice convening the meeting, shall be sent to all Board members at least five (5) days before the Board meeting, indicating the items to be discussed at the meeting. Scheduled meetings of the Board shall be convened by its Chairperson or, in his/her absence, by his/her Deputy.
4.3 Members of the collegial body should be informed in advance of the convening of a meeting in order to allow sufficient time for adequate preparation of the issues to be discussed at the meeting and for the discussion leading to the adoption of decisions. The members of the collegial body should be provided with all relevant material relating to the agenda of the meeting together with the notice of the convened meeting. The agenda should not be amended or supplemented during the meeting unless all members of the collegial body are present and agree to such amendment or supplementation or unless there is an urgent need to deal with matters of importance to the company.
Yes
The agenda may only be added to a meeting if all Board members are present, there is an important matter and all Board members agree that it should be dealt with urgently.
4.4 In order to coordinate the work of the company's collegial bodies and ensure an efficient decision-making process, the chairpersons of the company's collegial supervisory and management bodies should coordinate the dates and agendas of the meetings convened and cooperate closely on other issues related to the company's governance. Meetings of the company's Supervisory Board should be open to the members of the company's Management Board, in particular where the meeting deals with issues relating to the removal of members of the Management Board, liability, remuneration.
Not applicable
The company does not have a Supervisory Board and therefore cannot comply with this provision.

5. Principle 1: Nomination, Remuneration and Audit Committees
5.1 Purpose and composition of committees
The committees established in the company should enhance the effectiveness of the Supervisory Board and, where there is no Supervisory Board, of the Management Board, which performs supervisory functions, by ensuring that decisions are taken after due consideration and by helping to organise the work in such a way as to ensure that decisions are not influenced by material conflicts of interest.
The Committees should act independently and in a principled manner and make recommendations related to the decision of the collegial body, but the final decision is taken by the collegial body itself.
5.1.1 Depending on the specific circumstances of the company and the governance structure chosen, the company's Supervisory Board and, in the absence of a Supervisory Board, the Board of Management, which performs supervisory functions, shall set up Committees. It is recommended that the collegial body form nomination, remuneration and audit committees (Legislation may provide for an obligation to set up an appropriate committee. For example, the Law on Audit of Financial Statements of the Republic of Lithuania stipulates that public interest entities (including, but not limited to, joint stock companies whose securities are traded on the regulated market of the Republic of Lithuania and/or any other Member State) are obliged to establish an audit committee (the legislation provides for exceptions when the functions of the audit committee may be performed by a collegial body exercising oversight functions).
Yes/No
The Company has an Audit Committee. The Audit Committee was formed and elected at the General Meeting of Shareholders on 24 April 2009. The General Shareholders' Meeting approved the Terms of Reference for the establishment and operation of the Audit Committee. 30 April 2025 The Company's General Meeting of Shareholders elected 3 new members of the Audit Committee, 2 of whom are independent members. The members of the Audit Committee were elected for a term of 4 years.
The Audit Committee is an independent, objective monitoring, research, evaluation and advisory committee dedicated to improving the organisation's performance and creating added value. Its main function is to systematically and comprehensively assess and promote improvements in the effectiveness of the organisation's risk management, control and oversight processes, and to report to the Board and Management on the achievement of objectives and targets, the effectiveness of risk management procedures, and the functioning of the internal controls.
The Company does not have nomination and remuneration committees. As the Company's Board is composed of competent members and performs its functions effectively, the Company does not see the need for any other committees at present.
5.1.2 Companies may decide to form fewer than three committees. In this case, companies should provide an explanation as to why they have chosen an alternative approach and how the chosen approach meets the objectives set for three separate committees.

5.1.3. the functions assigned to the committees formed in the companies may be performed by the collegial body itself in the cases provided for by law. In such a case, the provisions of this Code relating to committees (in particular as regards their role, functioning and transparency) should apply to the collegiate body as a whole where appropriate.
Not applicable
The Board of Directors of the Company does not perform the functions assigned to the Audit Committee.
5.1.4 Committees set up by a collegiate body should normally consist of at least three members. Subject to legal requirements, committees may be composed of as few as two members. The members of each committee should be selected primarily on the basis of their expertise, with a preference for independent members of the collegial body. The Chairperson of the Board should not be the Chairperson of the Committees.
Yes
The Audit Committee shall be composed of 3 members, 2 of whom shall be independent, with at least 5 years' experience in the accounting field, with relevant experience in the finance and accounting of listed companies. The Chairman of the Board is not a member of the Committee.
5.1.5 The mandate of each committee formed should be determined by the collegiate body itself. The committees should carry out their duties in accordance with their terms of reference and regularly report to the collegial body on their activities and their results. The terms of reference of each committee, defining its role and specifying its rights and duties, should be published at least once a year (as part of the information that the company publishes annually on its governance structure and practices). Companies should also publish each year in their management report, without prejudice to the requirements of the legislation on the processing of personal data, reports by existing committees on their composition, number of meetings and attendance of members at meetings during the previous year, as well as on their main activities and performance.
Yes
The Audit Committee shall be governed by the rules of procedure established by the Committee and approved by the General Meeting of Shareholders. These bylaws lay down the rules defining the rights and duties of the Audit Committee, the size of the Audit Committee, the period of membership of the Audit Committee, the educational and professional requirements of the members of the Audit Committee and the principles of independence.
The Audit Committee shall submit an annual activity report to the General Meeting of Shareholders each year, disclosing the composition of the Committee, the number of meetings and attendance of its members, a description of the work carried out and the results.

5.1.6 In order to ensure the independence and objectivity of committees, members of the collegial body who are not members of the committee should normally be entitled to attend committee meetings only at the invitation of the committee. The committee may invite or require the attendance of certain employees or experts of the company. The chairman of each committee should be able to communicate directly with shareholders. The circumstances in which this should be done should be set out in the rules governing the operation of the committee.
Yes
The members of the collegial body take decisions at meetings of its members, but in certain cases the Committee shall invite the CEO of the Company and the responsible employees of the Company who are in charge of the areas of activity of the matters under discussion to attend its meetings. The Chairman of the Audit Committee is also able to communicate with shareholders.
5.2 Nomination Committee.
5.2.1 The main functions of the Nomination Committee should be:
(1) to select candidates for vacancies in the Supervisory, Governing Body and Executive Management positions and to recommend them to the collegial body for consideration. The Nomination Committee should assess the balance of skills, knowledge and experience in the management body, prepare a description of the functions and skills required for the specific position and assess the time required to complete the assignment;
(2) regularly assess the structure, size, composition, skills, knowledge and performance of the supervisory and management bodies, and make recommendations to the collegiate body on how to bring about the necessary changes;
3) giving due attention to succession planning.
No
The Company does not have a nomination committee.
5.2.2 The CEO should be consulted on matters relating to members of the collegial body who have an employment relationship with the company and the CEO, with the right to make proposals to the Nomination Committee.
No

5.3 Remuneration Committee.
No
The Company does not have a Remuneration Committee.
The company has a remuneration policy covering all forms of remuneration, including fixed remuneration, performance-related benefits, pension modules and severance payments. The Company's policy is approved by the Company's management in consultation with the Company's Trade Union Committee.
The main functions of the Remuneration Committee should be:
1)
submitting proposals to the college for consideration on the remuneration policy applicable to members of the supervisory and management bodies and the chief executive officers. Such a policy should cover all forms of remuneration, including fixed remuneration, performance-related remuneration, incentive schemes with financial incentives, pension schemes, severance payments, as well as conditions that would allow the company to recover amounts or suspend payments, indicating the circumstances that would make it appropriate to do so;
2)
proposing to the collegial body the individual remuneration of members of the collegial bodies and of the chief executive officers, in order to ensure that it is in line with the company's remuneration policy and the assessment of their performance;
3)
regularly review the remuneration policy and its implementation.

5.4 Audit Committee.
5.4.1 The main functions of the Audit Committee are defined in the legislation governing the Audit Committee (The activities of audit committees are governed by Regulation No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific statutory audit requirements for public-interest entities, the Law on Audit of Financial Statements of the Republic of Lithuania, as well as by the rules of the Bank of Lithuania governing the activities of audit committees).
Yes
The Audit Committee shall be governed by the Audit Committee Charter approved by the General Meeting of Shareholders of the Company.
The Audit Committee carries out independent, objective monitoring, research, evaluation and advisory activities to improve the Company's performance and create added value.
5.4.2 All members of the Committee should be provided with detailed information relating to the company's specific accounting, financial and operational characteristics. The audit committee should be informed by the company's senior management of the accounting treatment of significant and unusual transactions, which may be accounted for in different ways.
Yes
All members of the Committee are provided with detailed information relating to the specific accounting, financial and operational features of the Company and, on request, are provided with information on the execution of significant transactions.
5.4.3 The Audit Committee should decide whether (and if so, when) the Chairman of the Board, the CEO, the Chief Financial Officer (or senior finance and accounting staff), the Internal Auditor and the External Auditor should attend its meetings. The Committee should be able to meet i with the relevant persons, if necessary, in the absence of the members of the management bodies.
Yes
The Audit Committee shall decide on the attendance of other persons at its meetings and, if necessary, the Audit Committee shall invite to its meetings the CEO of the Company and the responsible employees of the Company who are in charge of the areas of activity of the matters under discussion. The Chairman of the Audit Committee shall also be able to communicate with the shareholders.

5.4.4 The Audit Committee should be informed of the work programme of the internal auditors and receive internal audit reports or a periodic summary. The audit committee should also be informed of the work programme of the external auditors and should receive a report from the audit firm describing any relationship between the independent audit firm and the company and its group.
Yes
The Audit Committee is informed of the work carried out by the Internal Auditor and receives the conclusions of the investigations carried out. The Audit Committee receives reports each year from the external auditors describing any relationship between the independent audit firm and the Company and its Group.
5.4.5 The Audit Committee should review the company's compliance with the provisions in place governing the ability of employees to make a complaint or anonymously report allegations of wrongdoing within the company, and should ensure that there are procedures in place for a proportionate and independent investigation of such matters and for the appropriate follow-up action.
Yes
The Company has given employees the opportunity to file complaints or anonymous reports of irregularities committed by the Company, but the Company has not received any such complaints or reports during the reporting period.
5.4.6 The Audit Committee should report to the Supervisory Board, or if no Supervisory Board is formed, to the Management Board, at least once every six months, at the same time as the approval of the annual and half-yearly reports.
Yes
The Audit Committee analyses and evaluates the company's annual and half-yearly financial statements and makes recommendations to the Board of Directors for their approval, together with its own performance reports for that period.

6. Principle 1: Avoidance and disclosure of conflicts of interest
The corporate governance framework should encourage members of the supervisory and management bodies of the company to avoid conflicts of interest and ensure a transparent and effective mechanism for disclosure of conflicts of interest by members of the supervisory and management bodies of the company.
The corporate governance system should recognise the rights of stakeholders as enshrined in law and promote active cooperation between the company and stakeholders to create wealth, jobs and financial stability. In the context of this principle, stakeholders include investors, employees, creditors, suppliers, customers, the local community and others with an interest in the company.
A member of a company's supervisory and management body should avoid a situation where his or her personal interest conflict or may conflict with the interests of the company. If such a situation does arise, the member of the supervisory or management body of the company should, within a reasonable period of time, inform the other members of the same body, or the body of the company which elected him, or the shareholders of the company of the situation of such a conflict of interests, indicating the nature of the interests and, where possible, the value.
Yes
Members of the Company's governing bodies shall conduct themselves in such a way as to avoid any conflict of interest with the Company. During the reporting period, there are no known cases of conflict of interest between the Company and a member of its governing body.
7. Principle 1: Company remuneration policy
The company's remuneration policy and the procedures for its review and disclosure should prevent potential conflicts of interest and abuse in determining the remuneration of members of the collegiate bodies and the chief executive officers, as well as ensure the openness and transparency of the company's remuneration policy, including the company's long-term strategy.
7.1 The Company should adopt and publish on the Company's website a remuneration policy, which should be reviewed regularly and be consistent with the Company's long-term strategy.
Yes/No
The Company has a remuneration policy in place and approved by the Company's management, but it is not published on the Company's website.
The Remuneration Policy was approved at the company's 2024 Annual General Meeting and is published on the company's website.

7.2 Remuneration policies should cover all forms of remuneration, including fixed remuneration, performance-related remuneration, financial incentive schemes, pension schemes, termination payments, and conditions that provide for the company to recover amounts paid or to suspend payments
Yes
The company has a remuneration policy covering all forms of remuneration, including fixed remuneration, performance-related benefits, pension modules and severance payments.
7.3 In order to avoid potential conflicts of interest, the remuneration policy should stipulate that members of the collegiate bodies which exercise supervisory functions should not receive remuneration which is linked to the performance of the company.
Yes
See point 3.2.8.
7.4 The remuneration policy should provide sufficient detail on the severance pay policy. Severance payments should not exceed a fixed amount or a fixed number of annual salaries and should generally not exceed a fraction of two years' fixed remuneration or its equivalent. Termination payments should not be made if the contract is terminated due to poor performance.
Yes
Severance payments are granted in accordance with the provisions of Chapter 5 of the Labour Code of the Republic of Lithuania and the Collective Agreement of the Company.
7.5 If the company has a financial incentive scheme, the remuneration policy should include sufficient details on the retention of shares after vesting. In the case of share-based awards, the shares should not vest for at least three years after the award. After vesting, members of the collegiate bodies and chief executives should retain a certain number of shares until the end of their term of office, depending on the need to cover any costs associated with the acquisition of shares.
No
The Company does not have a financial incentive scheme.

7.6 The company should publish on the company's website information on the implementation of the remuneration policy, which should focus on the remuneration policy of the collegiate bodies and the management for the next and, where appropriate, the following financial year. It should also provide an overview of how the remuneration policy was implemented in the previous financial year. Such information should not contain commercially valuable information. Particular attention should be paid to material changes in the company's remuneration policy compared to the previous financial year.
No
See point 7.1.
7.7 It is recommended that the remuneration policy, or any material change to the remuneration policy, should be placed on the agenda of the general meeting of shareholders. Schemes where members of the collegial body and employees are remunerated in shares or share options should be approved by the general meeting of shareholders.
No
See point 7.1.

8. Principle 1: The role of stakeholders in corporate governance
The corporate governance system should recognise the rights of stakeholders, whether enshrined in law or in mutual agreements, and promote active cooperation between the company and stakeholders in order to create wealth, jobs and financial stability. In the context of this principle, stakeholders include investors, employees, creditors, suppliers, customers, the local community and others with an interest in the company.
8.1 The corporate governance framework should ensure that the rights and legitimate interests of interest holders are respected.
Yes
The company's corporate governance system ensures that the rights of interest holders protected by law are respected. The Company provides for the participation of interest holders in the management of the Company through the participation of the Company's employees and milk producers in the share capital of the Company. The majority of the employees are shareholders of the Company and therefore participate directly in the management of the Company. Interest holders involved in the governance process are given access to relevant information and the opportunity to vote on relevant decisions. In addition, the Company has made arrangements for confidential reporting of illegal or unethical practices.
8.2 The corporate governance framework should allow interest holders to participate in the governance of the company in accordance with the law. Examples of the participation of interest holders in the governance of the company could include the participation of employees or their representatives in important decisions of the company, consultations with employees or their representatives on corporate governance and other important issues, participation of employees in the share capital of the company, the involvement of creditors in the governance of the company in cases of insolvency, etc.
8.3 Where stakeholders are involved in the governance of the company, they should be given access to relevant information.
8.4 Interest holders should be able to confidentially report illegal or unethical practices to the collegiate body exercising the supervisory function.

9. Principle 1: Disclosure of information
The corporate governance framework should ensure that timely and accurate disclosures are made on all material matters relating to the company, including its financial position, performance and corporate governance.
9.1 Without prejudice to the Company's procedures for confidential information and trade secrets, as well as the requirements of the legislation governing the processing of personal data, the Company's public disclosure of information should include, but not be limited to:
Yes
The information referred to in this Recommendation is disclosed in the Company's annual and half-yearly reports, subject to the requirements of data processing legislation and the confidential information regime. This information shall be published on the website of AB Nasdaq Vilnius Stock Exchange and on the Company's website.
9.1.1. the Company's performance and financial results;
9.1.2. the company's business objectives and non-financial information;
9.1.3. the persons owning or controlling a shareholding in the company, directly and/or indirectly and/or jointly with related persons, as well as the structure of the group of companies and the interrelationships between them, indicating the final beneficiary;
9.1.4. the members of the company's supervisory and management bodies, which of them are considered independent, the company's chief executive officer, the shares or votes they hold in the company, and their participation in the management of other companies, their competence and remuneration;

9.1.5. reports from existing committees on their composition, number of meetings and attendance of members during the previous year, as well as on their main activities and results;
9.1.6. the foreseeable material risk factors and the company's risk management and oversight policies;
9.1.7. the Company's transactions with related parties;
9.1.8. key issues relating to employees and other stakeholders (e.g. human resources policy, employee participation in the management of the company, promotion through shares or stock options, relations with creditors, suppliers, the local community, etc);
9.1.9. the company's governance structure and strategy;
9.1.10. initiatives and measures in the areas of social responsibility policy, anti-corruption, and major investment projects underway or planned.
This list is to be considered as a minimum and companies are encouraged to go beyond the disclosures contained in this list. This principle of the Code does not relieve companies of their obligation to disclose information as required by law.
9.2 For the disclosures referred to in paragraph 9.1.1 of Guideline 9.1, it is recommended that a company that is a parent company in relation to other companies should disclose the consolidated results of the whole group.
Yes
The Company discloses information on the consolidated results of the Company and its group of subsidiaries. The disclosures are made in the consolidated management report and consolidated half-yearly financial statements.

9.3 In the disclosures referred to in paragraph 9.1.4 of Guideline 9.1, it is recommended to provide information on the professional experience and qualifications of the members of the company's supervisory and management bodies and the company's chief executive officer, and on any potential conflicts of interest that could affect their decisions. It is also recommended to disclose the remuneration or other income received by the members of the supervisory and management bodies of the company and by the company's manager from the company, as detailed in Principle 7.
Yes
The information referred to in the Recommendation is provided in the Company's annual and half-yearly reports. The consolidated management report shall disclose information on total employee-related costs, the amount of remuneration paid to the Company's chief executive officer during the year, and the Remuneration Report shall disclose the remuneration received by the members of the collegial body.
9.4 Disclosures should be made in such a way that no shareholders or investors are discriminated against in terms of the manner and extent to which they receive information. Disclosure should be made to all and at the same time.
Yes
The Company discloses all regulated information through the AB Nasdaq Vilnius news distribution system. This ensures that it is available to the widest possible public. The information is simultaneously available in both Lithuanian and English. In addition, the Company publishes the information before or after the Nasdaq Vilnius trading session to ensure that all shareholders and investors of the Company have equal access to the information and to make appropriate investment decisions. The Company shall not disclose information that may affect the price of its issued securities in comments, interviews or otherwise until such information is made publicly available through the Central Regulated Information Base.

10. Principle 1: Selection of the Company's audit firm
The company's mechanism for selecting the audit firm should ensure the independence of the audit firm's report and opinion.
10.1 In order to obtain an objective opinion on the Company's financial position and financial performance, the Company's set of annual financial statements and the financial information contained in the Management Report should be reviewed by an independent audit firm.
Yes
An independent audit firm audits the separate and consolidated annual financial statements of the Company and its subsidiaries (the Group) in accordance with International Financial Reporting Standards as adopted by the European Union. The independent audit firm also assesses the consistency of the management report with the audited financial statements.
10.2 It is recommended that the nomination of the audit firm be proposed to the General Meeting of Shareholders by the company's Supervisory Board or, if the company does not have a Supervisory Board, by the company's Management Board.
Yes
The Board of Directors of the Company proposes the appointment of the auditor to the General Meeting of Shareholders.
10.3 If the audit firm has received fees from the company for non-audit services, the company should disclose this publicly. This information should also be made available to the company's supervisory board or, if the company does not have a supervisory board, to the company's management board when considering which audit firm to propose to the general meeting of shareholders.
Yes
Information on the remuneration of the audit firm is disclosed publicly in the Company's management reports. The audit firm shall provide non-audit services only with the approval of the Audit Committee. In 2025, the audit firm did not receive any compensation for non-audit services provided to the Company’s group.
'Please unpack the Result.zip and reopen this file.'
REMUNERATION REPORT FOR THE YEAR 2025
(appendix to the consolidated management report for 2025)
AB Rokiškio sūris (hereinafter - the Company) Remuneration Report for 2025 (hereinafter - the Report) was prepared and approved in accordance with the procedure provided for in the Law on Companies of the Republic of Lithuania and the provisions of Article 233 of the Law on Financial Statements of Companies of the Republic of Lithuania.
The remuneration policy was approved by the Company's General Meeting of Shareholders on April 30, 2024.
The Company's remuneration policy applies to the Company's management (the Company's director and members of the Board). The 2025 Report provides information on the remuneration paid to the Company's CEO and members of the Company's Board. The shareholders had no comments regarding the compensation policy or the report.
Director
Dalius Trumpa
Members of the Board
Antanas Trumpa
Darius Norkus
Paul M Campbell
Ramūnas Vanagas
Jonas Vaičaitis
Thomas Jan de Bruijn
Report on the remuneration paid to the Company's manager in 2025
The remuneration paid to the head (director) of the Company consists of one or more parts belonging to the financial and non-financial performance - the basic salary, the additional variable part of the salary (incentive fund), bonuses and material benefits. The company’s executive remuneration system motivates the executive to achieve better results.
Remuneration paid to the company’s CEO for 2024–2025:
Head of the company
Salary components (EUR)
Basic-fixed salary
Variable part of the salary - incentive fund
Bonuses
Financial allowance
2025
11,838
4,781
-
-
2024
21,127
10,154
-
-
Note: The company’s director worked half-time in 2025.
As provided in the Company's Remuneration Policy, the amount of the Director's basic monthly salary may not exceed five average monthly salaries of the Company's employees for the previous financial year. The incentive fund directly depends on the Company's financial performance. Its amount may not exceed 100% of the basic monthly salary. The amount of bonuses may not exceed the average bonuses per board member awarded for the previous year. The variable part of the salary is calculated as 40% of the fixed salary if the company’s results are positive.
No agreements on supplementary pensions or early retirement conditions have been concluded with the Company's manager, the conditions of termination of the employment contract have not been changed, and the payments related to the termination of the employment contract do not differ from those provided for in the applicable legal acts.
The head of the Company did not receive any indirect benefit from the Company and was not granted stock options of the Company.
No deferral of remuneration was applied to the head of the company and the opportunity to recover the variable part of the remuneration was not used.
Information on the remuneration paid to the Company's manager in 2024-2025 from companies that belong to a group of companies, as defined in the Law on Consolidated Financial Statements of Groups of Companies of the Republic of Lithuania:
Head of the company
Salary components (EUR)
Basic-fixed salary
Variable part of the salary - incentive fund
Bonuses
Financial allowance
2025
7,441
2,580
-
-
2024
9,909
6,192
-
-
Note: The company’s director worked half-time in 2025.
The remuneration paid to the Company's manager in 2025 complied with the approved provisions of the Remuneration Policy.
Report on the remuneration paid to the members of the Board of the Company in 2025
No agreements have been concluded with the members of the Board of the Company on the basis of which they perform their duties.
The members of the Board of the Company are paid only bonuses, which are granted in accordance with the procedure established by legal acts by the decision of the General Meeting of Shareholders of the Company, and the allocation of which is disclosed in the consolidated management report of the Company.
Bonuses are awarded and paid to the members of the Board for successful performance of the Company. The share of the Company's profit allocated for the payment of bonuses may not exceed 1/3 of the Company's share of the profit intended for the payment of dividends.
The General Meeting of Shareholders held on 30 April 2025, when distributing the company's profit for 2024, granted the members of the Board of Directors tantjemes amounting to EUR 45 thousand
No variable remuneration or bonus was paid to the members of the Board of the Company. Remuneration was not paid to the members of the Board when granting the Company's shares.
No remuneration was paid to the members of the Board of the Company from companies that belong to a group of companies as defined in the Law on Consolidated Financial Statements of Groups of Companies of the Republic of Lithuania.
Information on changes in the results of AB Rokiškio sūris group and the calculated average remuneration for the employees of the company group, who are not members of the management bodies, during the last 5 financial years:
Year
Net profit (kEur)
Average monthly salary (Eur)
2025
17,194
2,339
(change %)
-24.72
2.23
2024
22,841
2,288
(change %)
40.63
6.42
2023
16,241
2,150
(change %)
29.78
15.59
2022
12,514
1,860
(change %)
2.162,93
35.57
2021
553
1,372
(change %)
-86,38
6,36