EPSO-G INTEGRATED ANNUAL REPORT FOR 2025
Integrated Annual Report
2025
Consolidated Management Report, Consolidated and the Company’s Financial
Statements for the year ended 31 December 2025 prepared in accordance with the
International Financial Reporting Standards as adopted by the European Union
Translation note : Thi s version o f Integrated Annual Report is a translation from the
original, which was prepared in Lithuanian. 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 the original language version of
the document takes precedence over this translation
Contents
CONSOLIDATED MANAGEMENT REPORT ...................................................................................................................................................... 3
Chairman‘s Foreword ............................................................................................................................................................................................. 3
CEO’s Foreword ....................................................................................................................................................................................................... 4
1. EPSO-G group of companies: who we are ................................................................................................................................................... 7
1.1. Structure of the Group of Companies ................................................................................................................................................................................................................................................................ 7
1.2. Activities Carried out by the Group of Companies ........................................................................................................................................................................................................................................ 8
1.3. Infrastructure Managed by the Group of Companies ................................................................................................................................................................................................................................... 9
1.4. Position of the Group companies in the Simplified Business Value Chain .......................................................................................................................................................................................... 11
1.5. Membership in Organisations ............................................................................................................................................................................................................................................................................ 12
2. Operating and Regulatory Environment .................................................................................................................................................... 14
2.1. Operating Environment ........................................................................................................................................................................................................................................................................................ 14
2.2. Regulatory Environment: Pricing of Regulated and Other Services ..................................................................................................................................................................................................... 15
2.3. Key Regulatory and Other Legal Changes .................................................................................................................................................................................................................................................... 20
2.4. Significant events during the reporting period ............................................................................................................................................................................................................................................. 22
2.5. Significant Events after the end of the Reporting Period .......................................................................................................................................................................................................................... 26
3. Business Strategy and Planned Investments ............................................................................................................................................ 28
3.1. EPSO-G Group Strategy ...................................................................................................................................................................................................................................................................................... 28
3.2. Key EPSO-G Group Projects until 2035 and the Value they Create ..................................................................................................................................................................................................... 31
3.3. Planned Investments until 2035 ....................................................................................................................................................................................................................................................................... 34
3.4. EPSO-G Goals for 2026 ....................................................................................................................................................................................................................................................................................... 35
3.5. 10-year Network Development Plans ............................................................................................................................................................................................................................................................ 36
3.6. Strategy and other planning document update process ........................................................................................................................................................................................................................... 36
4. Our Results ........................................................................................................................................................................................................ 38
4.1. Report on the Achievement of Strategic Indicators .................................................................................................................................................................................................................................... 38
4.2. Results by Relevant Energy Sector .................................................................................................................................................................................................................................................................. 40
4.3. Implementation of the Company's Annual Targets .................................................................................................................................................................................................................................... 42
4.4. Key Projects Implemented .................................................................................................................................................................................................................................................................................. 43
4.5. Research and Development Activities ............................................................................................................................................................................................................................................................ 44
4.6. Financial Report ...................................................................................................................................................................................................................................................................................................... 46
4.7. Transactions with Related Parties .................................................................................................................................................................................................................................................................... 55
5. How We Make Decisions ................................................................................................................................................................................ 57
5.1. EPSO-G Operating System and Documents ................................................................................................................................................................................................................................................. 57
5.2. EPSO-G Collegial Bodies and Their Activities ............................................................................................................................................................................................................................................. 60
5.3. EPSO-G Management and Responsible Persons ........................................................................................................................................................................................................................................ 71
5.4. Risk Management System ................................................................................................................................................................................................................................................................................... 73
5.5. Compliance, Anti-corruption Activities and Conflict of Interest Management .................................................................................................................................................................................. 80
5.6. Audit and Financial Reporting ........................................................................................................................................................................................................................................................................... 82
6. Our Employees and Remuneration Policy .................................................................................................................................................. 86
6.1. Employees and their Composition .................................................................................................................................................................................................................................................................... 86
6.2. Remuneration Policy and Monitoring .............................................................................................................................................................................................................................................................. 90
6.3. Information on Employee Remuneration ........................................................................................................................................................................................................................................................ 93
6.4. Information on Remuneration of Members of Collegial Bodies .............................................................................................................................................................................................................. 93
7. Information on Special Obligations ............................................................................................................................................................. 98
7.1. PSO fund administration activities ................................................................................................................................................................................................................................................................... 98
8. Sustainability report ..................................................................................................................................................................................... 101
8.1. ESRS 2 General information ............................................................................................................................................................................................................................................................................ 101
8.2. Environmental area ............................................................................................................................................................................................................................................................................................. 125
8.3. Environmental information ............................................................................................................................................................................................................................................................................... 145
8.4. Social information ............................................................................................................................................................................................................................................................................................... 167
8.5. Governance information .................................................................................................................................................................................................................................................................................... 182
8.6. Annexes ................................................................................................................................................................................................................................................................................................................. 187
9. Additional information ................................................................................................................................................................................. 200
9.1. Information on compliance with transparency guidelines ..................................................................................................................................................................................................................... 200
9.2. EPSO-G report on compliance with the Corporate Governance Code for companies listed on NASDAQ Vilnius ............................................................................................................. 202
9.3. Details and other general information about UAB EPSO-G ................................................................................................................................................................................................................. 218
9.4. Details of EPSO-G group companies ........................................................................................................................................................................................................................................................... 219
10. Approval of responsible persons ............................................................................................................................................................ 221
11. CONSOLIDATED AND THE COMPANY’S FINANCIAL STATEMENTS ........................................................................................... 222
3
EPSO-G INTEGRATED ANNUAL REPORT FOR 2025
Contents ↑
CONSOLIDATED MANAGEMENT REPORT
Chairman‘s Foreword
Dear readers,
The year 2025 once again confirmed that energy is one of the cornerstones of
national security and state resilience. The complex geopolitical environment
encouraged us to focus on the strategic goal of strengthening Lithuania's
energy security by ensuring a reliable, resilient and integrated energy system
with Europe.
The most important event of the year was the synchronisation of the Baltic
countries' electricity systems with the continental European networks on 9
February 2025. This was not only a technological achievement, but also a
strategic decision that cemented the energy independence of Lithuania, Latvia
and Estonia. The EPSO-G Group's contribution to this process was significant
and became an important part of the region's energy history.
The pursuit of energy independence shapes the common future of the Baltic
region. Cooperation with partners in the Nordic and Baltic countries, regional
integration and involvement in initiatives such as the green hydrogen corridor
or the Baltic-German PowerLink energy hub demonstrate our ability to think
strategically and act together.
Lithuania's energy and national security are inextricably linked today. In
response to this reality, the EPSO-G Group is consistently strengthening the
physical and cyber security of critical infrastructure, ensuring uninterrupted
energy transmission and becoming more actively involved in the defence
industry with international partners, seeking new synergies to strengthen
national security.
Solidarity with Ukraine is of particular importance to us. The transfer of critically
important infrastructure to Ukrainian energy companies in 2025 reflects our
clear position on values – energy security is a common European interest and
responsibility.
Sustainable solutions are impossible without a strong organisational culture.
Joining the Diversity Charter was a logical step in creating an inclusive,
respectful and trusting working environment where the group's values are
reflected in everyday activities and leadership.
I would like to express my sincere gratitude to all EPSO-G Group employees.
Your professionalism and responsibility not only ensure reliable energy
transmission, but also create long-term value for Lithuania and the entire region
by strengthening security, resilience and the well-being of future generations.
Robertas Vyšniauskas,
Chairman of the Board of EPSO-G
“The complex geopolitical
environment has prompted a
focus on the strategic goal of
strengthening Lithuania's
energy security by ensuring a
reliable, resilient and
integrated energy system“
with Europe.
4
EPSO-G INTEGRATED ANNUAL REPORT FOR 2025
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CEO’s Foreword
Dear Readers,
2025 was a significant year for Lithuania and the region in terms of energy and
national security. The most important and fundamental event – the culmination
of a long journey – was undoubtedly the synchronisation of the Baltic countries'
electricity systems with the continental European networks. This was the result
of long-term and focused joint efforts by the Baltic countries, for which we
prepared consistently and responsibly.
9 February 2025 became a turning point, marking a new stage of energy
independence. In November of the same year, after evaluating all the
documents and reports, the continental European electricity transmission
system operators formally confirmed that the Baltic electricity operators meet
all the technical requirements for permanent connection to the continental
European electricity system via Poland.
This strategic step was reinforced by record growth in local electricity
production. In 2026, the installed capacity of renewable energy sources (RES)
has already reached 6 gigawatts (GW). In 2025, the increase in installed
capacity was a record 1.9 GW. Lithuania is among the leaders in Europe in terms
of the pace of wind and solar capacity development.
In 2025, Lithuania was completely self-sufficient in electricity produced in the
country for 70 days, with imports accounting for only 27 per cent. (By
comparison, in 2024 there were only 5 such days, and we imported 41 per cent
of our electricity). The price of electricity on the exchange was the lowest in the
last five years. This price level is determined by the development of renewable
energy sources (RES) – RES production covered about half of Lithuania's
electricity demand, the availability of connections and other price-forming
factors.
The year also saw the first significant steps in the area of system flexibility. The
first commercial battery storage system was connected to the transmission
network, and solar power plants and storage facilities in the distribution
network began to provide balancing services. Growing flexibility capacities
provide a solid foundation for further system development, making the
expansion of flexibility solutions and electrification an increasingly important
priority for the Group.
We paid great attention to the reliability and resilience of the system. We
strengthened the physical and cyber security of critical infrastructure and
invested in solutions that enable the energy system to operate stably even
under complex geopolitical or technological conditions. This work is an ongoing
and essential part of our responsibility to the state. It is important to note that
in January 2026, the European Commission allocated EUR 113 million in
funding from the Connecting Europe Facility (CEF) to critical infrastructure
resilience projects being implemented by the electricity transmission system
operators of Lithuania, Estonia, Latvia and Poland.
In 2025, we expanded into new areas of activity that are shaping the future of
energy. We are actively participating in the Lithuanian, Latvian and German
offshore power interconnection project, as well as expanding our activities by
joining the Nordic and Baltic Hydrogen Corridor project and the development of
a carbon dioxide network. These projects strengthen Lithuania's position in
Europe and open up new opportunities for the region.
The Group not only plays an important role in ensuring energy security, but also
generates benefits for the state and society. The Group's financial results
remained stable and sustainable. The Baa1 credit rating with a stable outlook
"9 February 2025 – the
synchronisation of the
Baltic countries' electricity
networks with the
continental European
networks – became a
turning point, marking a
new stage of energy
independence."
Mindaugas Keizeris,
Head of EPSO-G
5
EPSO-G INTEGRATED ANNUAL REPORT FOR 2025
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confirmed by Moody's Investors Service reflects responsible financial
management, a balanced debt level and a reliable income structure. This
provides a solid foundation for long-term investments and ambitious projects.
In 2025, we began a new phase of investment – in addition to energy
independence projects, we also directed part of our investments to the defence
industry. This is a strategic decision, responding to the changed geopolitical
environment and the growing role of energy in national security. Together with
our partners, we are investing in a 155 mm calibre artillery ammunition factory,
which is expected to start operating in 2027. The most significant part of the
entire group's investments will continue to be allocated to the reliability,
development and resilience of energy transmission systems, strengthening the
long-term stability of the system and ensuring adequacy and energy
availability. We are also consistently investing in people – strengthening
employee competencies and developing new talent – with the aim of becoming
the energy centre of the future.
I would like to express my sincere gratitude to all my colleagues at the EPSO-
G Group for their professionalism, responsibility and courage in making difficult
decisions. I would also like to thank the board, the shareholder, its
representatives and partners for their trust and cooperation. I believe that 2026
will bring even more determination and unity, strengthening Lithuania's energy
independence and creating long-term value for the state.
6
EPSO-G INTEGRATED ANNUAL REPORT FOR 2025
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01
The EPSO-G Group: who we are
1.1. Structure of the group of companies
1.2. Activities carried out by the group of companies
1.3. Infrastructure managed by the group of companies
1.4. Services provided by the group
1.5. Position of the group companies in the business value chain
1.6. Membership in organisations
EPSO-G MANAGEMENT REPORT FOR 2025
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7
1. EPSO-G group of companies: who we are
1.1. Structure of the Group of Companies
EPSO-G is a 100% state-owned new energy group (hereinafter referred to as the Group). The shareholder rights and obligations
of the management company EPSO-G (hereinafter referred to as EPSO-G) are exercised by the Ministry of Energy of the Republic
of Lithuania. EPSO-G performs the management, supervision and control functions of the Group companies, ensures the
implementation of the activities set out in the shareholder's letter of expectations within the Group, coordinates the application of
corporate governance in the Group companies and adopts common policies regulating the most important areas, as well as
implementing functional supervision and performing other Group management activities.
1
Baltic RCC OÜ is a Baltic electricity transmission system operator established in 2022. Its purpose is to provide and coordinate electricity system security and reliability
services among transmission network operators in the Baltic region.
2
TSO HOLDING AS is a minority shareholder in Nord Pool Holding, a Norwegian company, holding 34% of its shares. Nord Pool Holding owns 100% of the shares in the Nord
Pool electricity exchange. Nord Pool provides electricity exchange services in Central and Western Europe, the United Kingdom, the Nordic countries and the Baltic states. The
exchange trades in electricity and provides clearing and settlement services.
3
Rheinmetall Defence Lietuva, UAB, is developing a 155 mm artillery ammunition factory in Baisogala. 51% of the shares are owned by Rheinmetall Waffe Munition GmbH,
48% by UAB EPSO-G Invest and 1% by the joint-stock company Giraitės ginkluotės gamykla.
EPSO-G MANAGEMENT REPORT FOR 2025
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8
1.2. Activities Carried out by the Group of Companies
Our main activity is to ensure energy transformation and security of supply
The services provided by the group's companies comply with legal requirements and are not restricted in other markets.
GROUPS OF CUSTOMERS FOR THE SERVICES PROVIDED BY THE GROUP
System management:
ensuring efficient operations and AEI utilisation
Exchange services:
established in Lithuania and continuing
international expansion
Electricity producers and distributors responsible for
network balancing/unbalancing, large Lithuanian
electricity and centralised heat production
companies, as well as industrial companies and
medium-sized Lithuanian businesses Baltic and
third-country energy and gas supply natural gas
transmission service companies.
Biofuel buyers (central heating companies (heating
networks), independent heat producers and other
companies using biofuel) and biofuel sellers (wood
pellet and chip producers and distributors), as well as
wood buyers/sellers, fuel suppliers, electricity
consumers, heat suppliers.
Transmission infrastructure:
largest transmission network
in the Baltic States
Investment activities and engineering
services:
a reliable partner in the development of energy and
defence infrastructure
Distribution network operators, electricity/gas
consumers directly connected to the transmission
system; electricity producers directly connected to
the transmission system; landowners and managers,
renewable energy source (RES) project developers;
battery park developers.
Electricity transmission system operators, electricity
distribution system operators, RES and BESS park
developers, defence industry manufacturers, defence
sector institutions and organisations.
We are planning to expand into international markets and develop new services, such as CO₂ and H₂ transport. This should
expand our service and customer groups in the future (over the next 10 years).
Transmission
infrastructure
By developing and managing
critical infrastructure, we ensure
the security and sustainability of
the energy system
System
management
We ensure the safe and reliable
operation of the integrated
energy system
Investment activities
and engineering
services
We provide engineering and consulting
services, implementing environmentally
friendly technologies and developing
infrastructure, and we invest in the defence
industry.
Exchange services
By enabling trade in environmentally
friendly fuel, we contribute to energy
security and decarbonisation goals
EPSO-G MANAGEMENT REPORT FOR 2025
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9
1.3. Infrastructure Managed by the Group of Companies
Main energy infrastructure managed by the EPSO-G Group in Lithuania (31 December 2025)
Battery parks
Gas pipelines
330 kV power lines
400 kV power lines
7542 km
High-voltage overhead power lines
and cables, of which:
103 km 400 kV
2143 km 330 kV
210 km 300 kV DC
5086 km 110 kV
251
Transformer substations and
distribution stations, of which:
1 is 400 kV
23 are 330 kV
227 are 110 kV
2290
High-pressure gas pipelines
68
Gas distribution stations and gas
metering stations
4 locations
Battery parks
200 MW
Total installed capacity of
battery parks
EPSO-G MANAGEMENT REPORT FOR 2025
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10
Main services provided by EPSO-G group companies
76.7
million EUR
Adjusted
EPSO-G Group EBITDA
in 2025
Lithuanian electricity transmission system
operator.
More information on the Litgrid website.
Construction and operation of electrical
installations with a voltage of up to 400 kV.
For more information, visit the Tet as
website
.
Energy storage system operator
For more information, visit the Energy Cells website
.
Energy resource exchange operator and timber exchange administrator.
For more information, visit the Baltpool website.
Lithuanian gas transmission system
operator. More information on the
Amber Grid website.
Baltic Regional Coordination Centre
Holding company, minority
shareholder of Nord Pool
TSO Holding
Project management and
investment company
Rheinmetall Defence Lithuania
155 mm artillery ammunition factory
Lithuanian gas
transmission system
operator
•
Gas transmission
infrastructure
maintenance and
technical support
•
Gas transmission
•
Gas flow balancing in
the transmission
system
•
Administration of the
AEI gas origin
guarantee register
•
Administration of
compensation funds
for liquefied natural
gas (LNG) terminal
maintenance costs
Energy storage
system operator
•
Isolated electricity
system working
reserve service
•
Function of
reducing
technological
losses of electricity
TSOs
•
Energy consulting
services
Construction and
maintenance of the
electricity network
•
Construction and
operation of
electrical
installations with a
voltage of up to 400
kV
•
Installation of
electricity supply
and distribution
facilities
•
Electricity network
construction
•
Techni cal
maintenance and
reconstruction
•
Testi ng and
diagnostics of
equipment
Project management
and investments
•
Project
management
•
Investments in an
artillery factory
Biofuel and timber
exchange
•
Biofuel exchange
operation
•
Administration of
timber auctions
•
Organisation of heat
auctions
•
PSO fund
administration
•
Administration of fuel
from renewable energy
sources (DAEI)
accounting units
•
Administration of
emergency intervention
funds
•
Biofuel sustainability
declaration
administration service
Lithuanian electricity
transmission system
operator
•
Maintenance and
technical supervision of
electricity transmission
infrastructure
•
Electricity transmission
•
Additional services to
support system
operation
•
Balancing and regulation
electricity trading
•
Transmission of
electricity generated
from renewable energy
sources (RES), issuance
and revocation of
guarantees of origin
EPSO-G MANAGEMENT REPORT FOR 2025
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12
1.5. Membership in Organisations
In 2025, we actively participated in the activities of national and various international organisations and associations. Our
involvement in the activities of Lithuanian and foreign organisations allows us to strengthen our competencies, share best
practices and participate in joint projects with other countries that contribute to strengthening Lithuania's energy independence.
European Network of
Transm ission Sys tem
Operators for Gas
www.entsog.eu
European Clean Hydrogen
Alliance www.europa.eu/...
European Network of
Transm ission Sys tem
Operators for Electricity
www.entsoe.eu
Bionergy Europe
Association
www.bioenergyeurope.org
EASEE-gas Association
www.easee-gas.eu
European Hydrogen
Network Association –
www.ennoh.eu
European Renewable Gas
Registry – www.ergar.org
European Hydrogen
Backbone Initiative –
www.ehb.eu
Infobalt Association –
www.infobalt.lt
International Council on
Large Electric Systems
(CIGRE) – www.cigre.org
Association of issuing
bodies – www.aib-net.org
Lithuanian-Polish Chamber
of Commerce - www.plcc.lt
Lithuanian Project
Management Association -
www.ipma.lt
Lithuanian CO2 Platform -
enmin.lrv.lt/...
LITHUANIA
CO
2
PLATFORM
Lithuanian Hydrogen
Platform – enmin.lrv.lt/...
LITHUANIAN
HYDROGEN
PLATFORM
National Energy Association
of Lithuania – www.nlea.lt
Association of Human
Resource Management
Professionals –
www.pvpa.lt
Lithuanian Responsible
Business Association –
www.atsakingasverslas.lt
Kaunas Chamber of
Commerce, Industry and
Crafts – www.chamber.lt
Oil and Methane Gas
Partnership 2.0 –
www.ogmpartnership.com/
Baltic Institute of Corporate
Governance – www.bicg.eu
Hydrogen Energy
Association - www.h2lt.eu
Lithuanian Diversity Charter
- http://diversity.lt/
EPSO-G MANAGEMENT REPORT FOR 2025
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13
02
Operating and Regulatory
Environment
2.1. Operating environment
2.2. Regulatory environment – pricing of regulated and other services
2.3. Key regulatory and other legal changes
2.4. Significant events during the reporting period
2.5. Significant events after the end of the reporting period
EPSO-G MANAGEMENT REPORT FOR 2025
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14
2. Operating and Regulatory Environment
2.1. Operating Environment
Energy prices
•
According to Nord Pool day-ahead market data, the average wholesale
electricity price in the Lithuanian price zone in 2025 was EUR
85.31/MWh (2.4 per cent less than in 2024).
•
According to data from the GET Baltic and EEX natural gas exchanges,
monthly gas prices in Lithuania ranged from a high of EUR 55.45/MWh
(in February) to a low of EUR 30.57/MWh (in December).
•
Energy resource prices remained essentially stable, continuing their
slight decline. However, in 2025, electricity prices continued to
fluctuate at different times of the day, and balancing energy prices
remained particularly high. This affects the financial position of the
Group's companies and encourages the market to invest in flexibility
services and infrastructure.
1
Security and defence
•
The security environment in the Baltic Sea region remained tense, so the
importance of critical infrastructure protection continued to grow – this
is particularly relevant to our Group, which manages energy facilities of
national importance in Lithuania.
•
Various measures, including synchronisation implementation and cyber
and physical infrastructure resilience projects, have increased
Lithuania's energy security, and negotiations with the European
Commission on additional funding for the implementation of resilience
measures have been ongoing.
•
Security challenges continue to encourage Lithuania and other countries
in the region to rapidly increase defence spending, which reached a
record high in Lithuania in 2025. Our Group's participation in the
development of the defence industry in Lithuania creates conditions for
2
RES development
•
In 2025, Lithuania recorded the largest increase in installed RES
capacity to date. During the year, 1,935 MW of RES wind and solar
capacity was connected to the electricity transmission and distribution
networks.
•
This allows Lithuania to achieve its energy independence goals more
quickly (by increasing local electricity production), but at the same time
poses new challenges due to the variability of RES production.
•
Therefore, commercial storage solutions are being rapidly expanded –
at the end of 2025, the first commercial battery storage facilities with a
total installed capacity of 119 MW were connected to the transmission
network.
•
According to ESO data, storage facilities with an installed capacity of 96
MW were connected to the distribution network at the end of 2025.
3
Economic growth and inflation
•
According to data from the State Data Agency, Lithuania recorded real
GDP growth of 2.9% in 2025, while inflation (in December) reached
3.4%.
•
With inflation falling in the EU, the European Central Bank pursued a
more aggressive interest rate reduction policy, but the decline in interest
rates slowed somewhat in mid-2025.
•
Lower interest rates and increased uncertainty over US tariffs led to
greater price volatility.
•
For the second year in a row, stable economic growth is having a
positive impact on electricity consumption in Lithuania, while stable
interest rates allow us to better predict potential borrowing costs and
borrowing opportunities.
4
94.4
87.3
85.3
2023 2024 2025
Nord Pool daily electricity prices in the
Lithuanian price zone, EUR/MWh (Nord Pool
data)
1724
1357
1935
2023 2024 2025
Annual growth in installed wind and solar
power capacity in Lithuania, MW
2
2.4
3.4
2023 2024 2025
Lithuanian national defence funding, billion
euros (Ministry of National Defence data)
0.3%
2.7%
2.9%
1.2%
2.1%
3.4%
2023 2024 2025
Change in Lithuania's GDP and inflation over
the year, % (State Data Agency data)
GDP change (real) Inflation
EPSO-G MANAGEMENT REPORT FOR 2025
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15
2.2. Regulatory Environment: Pricing of Regulated and Other Services
Our electricity and natural gas transmission and energy storage activities, as well as our activities as an energy resource market
operator, are licensed and/or authorised. Licences grant exclusive rights to provide transmission and market operator services in
the territory of the Republic of Lithuania.
The electricity and natural gas transmission system operators and the designated storage system operator managed by us are
the only ones in Lithuania currently licensed to provide these services. They operate under natural monopoly conditions, therefore
the prices of their activities are regulated by the state. The trading fees set by the energy resource market operator we manage
are coordinated with the regulatory authority. The regulatory function and supervision of licensed activities in Lithuania is
performed by the National Energy Regulatory Council (hereinafter referred to as NERC).
The decisions taken by the regulatory authority determine the financial results of our group's regulated companies, the allocation
of funds for necessary operating costs, investments in the development and reliability of electricity and gas transmission systems,
as well as the possibility to finance strategic projects with own or borrowed funds.
Amber Grid regulated activity prices
The average price of gas transmission services applied by Amber Grid in 2025 for Lithuanian consumers' needs in 2025 was 1.60
Eur/MWh. Compared to the average price applied in 2024 (EUR 1.49/MWh), it increased by 7.4%. The price change in 2025 was
determined by the declining demand for gas transmission in Lithuania used to set prices for 2025, which, as forecast, was expected
to decline further in 2025. That is, a planned 19.6%(from 21 TWh, estimated at 2024 prices, to 16.9 TWh, estimated when setting
prices for 2025) decline in demand, and on 10 May 2024, NERC approved a 4.75% lower (compared to the 2024 level) The
decrease in the revenue cap in 2025 was mainly due to a 41.7% reduction in technological costs (mainly due to falling natural gas
prices on the market). On 29 May 2025, NERC approved the natural gas transmission system operator's revenue cap for 2026,
which was set at 10.5% lower than the revenue cap approved on 21 May 2024.
On 29 May 2025, NERC approved the natural gas transmission service prices approved by the head of Amber Grid on 21 May
2025, which will come into force on 1 January 2026. The prices of Amber Grid's transmission services approved by NERC,
applicable from 1 January 2026, are published on the Amber Grid website.
It has been confirmed that the average price of gas transmission services for Lithuanian consumers in 2026 will decrease by 5%
compared to the average price applied in 2025 (1.60 EUR/MWh) and will amount to 1.52 EUR/MWh, i.e. it will be close to the
2024 price (1.49 EUR/MWh). The prices and the price for Lithuanian consumers' needs were set taking into account the upper
limit of Amber Grid's regulated service revenue for 2026, approved by NERC on 30 April 2025, which is 30% higher than for
2025, and the approved changes to the methodology applied to the calculation of transmission service prices from 2026. The
decrease in prices for Lithuanian consumers in 2026 was determined by changes in the methodology for setting transmission
service prices, which were approved after a public consultation organised by NERC and completed on 14 February 2025 (taking
into account European Commission Regulation (EU) No. 2017/460 of 16 March 2017 establishing a network code on harmonised
transmission tariff structures for natural gas (TAR NC)). European Commission Regulation (EU) No. 2017/460 establishing a
harmonised network code on transmission tariff structures for natural gas (TAR NC), Article 26(1) of European Commission
NERC-approved average price of Amber Grid gas transmission
services for Lithuanian consumers, EUR/MWh
The 5% decrease in 2026 was
determined by regulatory and
cost differentiation changes
provided for in the price
setting methodology
(following public
consultations that ended in
early 2025).
The 7.4% increase in
2025 was determined
by the forecasted
decline in gas
transmission demand
in Lithuania.
For more detailed information on
Amber Grid's service prices, see
the Amber Grid website.
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Regulation (EU) No 2017/460 of 16 March 2017 establishing a network code on harmonised transmission tariff structures for
natural gas (TAR NC), on the methodology for setting the prices of services provided by Amber Grid and the preliminary draft
price adjustment for 2026-2028, taking into account the comments received from interested parties. The change in the 2026
revenue cap was driven by an increase in all categories of regulated costs (compared to 2025) of approximately 10% due to
inflation and investments made, as well as the inclusion of the final part of the compensation to the Polish gas transmission
system operator for the implementation of the Lithuania-Poland interconnection project of common interest, which increases costs
by approximately 3%. Another significant reason for the increase in the revenue cap by about 17% is the assessment of deviations
in revenue, costs and return on investment for previous periods.
In 2026, transmission service prices at all gas entry points (except for the commercial entry point for green gas (biogas, hydrogen)
at the point of entry into the transmission system) will be kept in line with the entry prices applied in the neighbouring tariff zones
of Latvia, Estonia and Finland – EUR 142.77/MWh/day/year. A 100% discount will be applied at the connection point of the
Lithuanian transmission system with biogas production facilities (internal entry point), i.e. zero (0) prices will be applied. A uniform
long-term firm capacity price of EUR 170.14/MWh/day/year will be set at all gas exit points. The variable transmission service
price at exit points will be EUR 0.12/MWh.
The price of gas transmission services in 2025-2026 and in recent years accounts for only a few percent of the final (consumer)
price of natural gas.
Litgrid's regulated activity prices
The average undifferentiated price of Litgrid's electricity transmission service in 2025 was 1.046 ct/kWh. Compared to the 2024
limit (1.329 ct/kWh), it was 21.3% lower and corresponded to the adjusted price cap approved by NERC on 1 October 2024. This
change in 2025 was mainly due to a decrease in technological costs (mainly due to a 12% decrease in the purchase price of
electricity due to falling wholesale electricity prices on the market), the use of accumulated congestion management revenues to
amortise the change in transmission prices in 2025 and the adjustment for the return on investment mismatch for the first half of
2024 (factors reducing the price cap). The forecast increase of approximately 5.8% in the amount of electricity transmitted to
Lithuanian consumers in 2025 (compared to the forecast for 2024) also had an impact (a factor reducing the price cap).
In 2025, the undifferentiated component (price) of additional services approved by NERC in October 2024 was applied to the
transmission service price for 2025 – 1.6816 ct/kWh. The price in 2025, compared to the price in 2024 (1.3091 ct/kWh), increased
by about 28%. The main reasons for the significant price change (compared to 2024) are the following: the 2025 price reflects
the actual costs incurred by Litgrid in 2023 for the provision of such services, which were not recovered; the costs of the isolated
operation test of the Baltic electricity systems (to ensure the smooth synchronisation of the Baltic electricity systems with the CEN
on 9 February 2025), and the deregulation of the prices of additional services purchased by Litgrid. Following the synchronisation
of the Baltic EES with the continental European networks (CEN) in February 2025 and the launch of the joint Baltic balancing
capacity market, the prices of frequency restoration reserves – automatic frequency restoration reserve (aFRR), manual frequency
restoration reserve (mFRR) and frequency containment reserve (FCR) – have not been and are not regulated, and the volumes of
such ancillary services purchased by Litgrid have increased (compared to 2024 and previous years).
NERC-approved upper limit for Litgrid's electricity transmission
service price, ct/kWh
The 21.4% increase in 2026
was determined by the
forecasted decrease in the
volume of electricity
transmitted, the increase in
operating and capital costs due
to investments made, inflation
and the discontinuation of
adjustments that are no longer
relevant, which reduced the
price in 2025.
For more detailed information
on Litgrid's service prices, see
the Litgrid website.
The 21.3% decrease in
2025 was determined by
the forecasted increase in
electricity transmission
volumes, lower costs for
technological needs, the
use of congestion
management revenues and
one-off adjustments for
previous periods.
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17
On 2 October 2025, NERC approved the adjusted upper limit for Litgrid's electricity transmission service price for 2026 – 1.270
ct/kWh. This is 21.4% higher than the 2025 cap (1.046 ct/kWh). This change was mainly due to the forecast 6.3% decrease in
the amount of electricity transmitted to Lithuanian consumers in 2026 (compared to the forecast for 2025), an increase in operating
and capital costs due to investments made, inflation, and the one-off adjustment for the mismatch between the return on
investment and the upper price limit for 2026, which reduced the upper price limit for 2025 (factors increasing the upper price
limit).
On 17 October 2025, NERC approved the undifferentiated component (price) of additional services for 2026 at 1.2653 ct/kWh.
Compared to the 2025 price (1.6816 ct/kWh), it is 24.8% lower. The main reasons for the change in price are the following factors
taken into account in the 2026 price the higher revenues actually received by Litgrid in 2024 and the lower costs incurred for the
provision of such services (compared to the indicators set by NERC for Litgrid for 2024), the change in the prices of additional
services purchased by Litgrid, and the difference between the projected and actual costs incurred by Litgrid to be reimbursed by
AB Ignitis gamyba (as AB Ignitis gamyba will no longer provide secondary emergency active power reserve services, and in
accordance with the methodology applied by NERC and the NERC decision, the discrepancies between the forecasted and actual
costs incurred during the reporting period are assessed, obliging AB Ignitis gamyba to reimburse the discrepancy to Litgrid).
The prices of electricity transmission services (including the component for additional services) accounted for about one-sixth of
the final price (paid by consumers) for electricity in 2025 (as in 2024). In 2026, electricity transmission service prices will account
for about one-seventh of the final price of electricity.
Baltpool's regulated and licensed activities
In 2025, some of the service fees applied by Baltpool were updated. The following Baltpool service fees (excluding VAT) were in
force and applied in 2025:
Until 30 September 2025, the fee applied to transactions on the biofuel exchange for biofuel supplied in Lithuania was EUR
41.27/1000 MWh (applied to both parties to the transaction concluded on the exchange: both the buyer and the seller). The latter
rate, set by the NERC decision of 31 August 2020 and applied from 1 September 2020, corresponded to the rate of EUR 0.48/tne
applied until 1 September 2020. In other words, from 1 September 2020, the application of the rate set by the NERC decision of
18 October 2019 was extended, converting it from tonnes of oil equivalent (toe) to other units of energy value – megawatt hours
(MWh). On 1 October 2025, the updated trading rate on the biofuel exchange, agreed by the NERC resolution of 28 August 2025
(taking into account the need to adjust this rate), came into force for transactions under which biofuel is supplied in Lithuania –
EUR 59.14/1000 MWh variable trading fee (applied to biofuel exchange participants based on the volume of transactions
concluded on the biofuel exchange) and other related fees came into force:
• EUR 300.0/year fixed trading fee applicable to newly registered biofuel exchange participants, regardless of the volume
of transactions concluded on the exchange;
• a fixed trading fee of EUR 100.0 per year, applicable to registered biofuel exchange participants, regardless of the volume
of transactions concluded on the exchange.
In 2025, the trading fee set in 2018 continued to apply – 0.12% of the value of timber purchase and sale transactions concluded
in the EMPS (Electronic Timber Trading System) (the fee applies to both parties to a transaction concluded on the EMPS: both
buyers and sellers).
Until 30 April 2025, the fee set on 1 December 2021 for trading in the heat auction segment was applied – EUR 15.65/1000
MWh for the amount of heat specified in the order to sell (including production). From 1 May 2025, the updated NERC rate, agreed
by the resolution of 24 April 2025 (taking into account the need to adjust this rate) in the heat trading auction segment is EUR
29.51/1000 MWh for the amount of heat specified in the order submitted for sale (including production). It should also be noted
that, together with this rate, NERC set a permissible rate of return on investment of 9.99% for Baltpool for the first time and for
this service for the first time, as the weighted average cost of capital (WACC, %) from costs (previously, the market EBIT margin
on costs was applied). This rate of return set by NERC is higher than that normally applied to regulated energy infrastructure
companies due to the higher business risk associated with Baltpool's activities compared to the business risk experienced by
In 2025 NERC, harmonising regulatory practices across different sectors, assessed the allowable rate of return on
investment as the weighted average cost of capital (WACC) for the first time in Baltpool and for the first time in the
biofuel exchange trading segment in Lithuania and in the heat auction segmen (previously, the market EBIT margin
of costs was applied).
EPSO-G MANAGEMENT REPORT FOR 2025
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18
energy infrastructure companies. The aforementioned biofuel exchange trading service has been set at a 9.80% rate of return on
investment from 1 October 2025 (for transactions under which biofuel is supplied in Lithuania) (slightly lower than in the heat
auction segment due to the latest financial market data assessment, with NERC setting the rate of return on investment for the
biofuel exchange trading service when biofuel is supplied in Lithuania).
Participants in the fuel from renewable energy sources (DAEI) accounting system were subject to a rate of EUR 0.017/1000 DAEI
accounting units in 2025, applicable from 15 January 2022. On 1 February 2026, the updated NERC came into force. On 22
January 2026, the rate was adjusted by resolution (taking into account the need to adjust this rate) The rate applicable to
participants in the DAEI accounting system is EUR 0.02442/1000 DAEI accounting units.
Baltpool unregulated activities
In 2025, the rate applicable to trading on the biofuel exchange when biofuel is supplied outside Lithuania was 0.5% of the
transaction value (applicable to both parties to the transaction concluded on the exchange: both the buyer and the seller).
The following fees, set on 10 July 2023, also applied to additional services provided by Baltpool in 2025: fee for registering biofuel
purchase and sale transactions concluded outside the exchange on the exchange – 0.5% of the actual value of the biofuel supplied
under such a transaction (applies only to one party to the transaction – buyers), and fee for the use of the electronic exchange
trading system for informational purposes – EUR 2,500 per calendar year.
From 1 June 2025, a fee of EUR 0.01 per MWh of biofuel delivered will apply for participation in the Lithuanian national biofuel
sustainability RED BP scheme, which started on 2 May 2023. The RED BP biofuel sustainability scheme allows participants to
meet the European Union's RED sustainability and greenhouse gas (GHG) reduction criteria while avoiding a complex
administrative burden.
Detailed information on these and other services provided by Baltpool, including the new RED BP services offered from June 2025
– priority verification of raw material declarations and BALTPOOL API integration services (enabling automated retrieval of
transaction, delivery, quality report and waybill information and automated creation of quality reports and waybills) is available
on the Baltpool website.
Energy cells regulated activity prices
The activities of Energy Cells, the designated energy storage system operator (SSO), during the designation period until the
completion of the project to synchronise the Lithuanian electricity system with the continental European electricity networks,
including service prices, are regulated by the state.
In 2025, the price of Energy Cells' isolated working reserve service was EUR 4.17/MW/hour (excluding VAT). This price was about
0.5% lower than the price set for 2024 (EUR 4.19/MW/hour (excluding VAT)). The price applied in 2025 corresponded to the
upper limit of the price of Energy Cells' isolated working reserve service approved by NERC in November 2024 – EUR
4.17/MW/hour (excluding VAT), which was slightly reduced due to the slightly lower permissible income level set for Energy Cells
by NERC for 2025 (EUR 7.31/MW/hour (excluding VAT)). (excluding VAT), which was slightly reduced due to the slightly lower
permissible income level (EUR 7.31 million) set by NERC for Energy cells for 2025 than for 2024 (EUR 7.37 million). The decrease
in the permissible income level was influenced by the slightly lower operating costs and lower capital costs set by NERC for
NERC approved the upper limit for Energy Cells' isolated
working reserve service prices, Eur/MW/hour.
-10.8% in 2026, mainly due to
subsidy income for 2024, which
has been eliminated from the
allowable income level for 2026.
-0.5% in 2025, due to
slightly lower operating
costs and lower capital
costs due to the
depreciation of storage
facilities in regulatory
accounting.
EPSO-G MANAGEMENT REPORT FOR 2025
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19
Energy Cells due to the depreciation of storage facilities managed by SSO in regulatory accounting, which directly determines the
value of Energy Cells' regulated assets (RAB) and the permissible income level.
From 1 January 2026, a price of EUR 3.72/MW/hour (excluding VAT) for isolated working reserve services, which corresponds to
the adjusted upper limit of the price of Energy cells' isolated working reserve services approved by NERC in November 2025 –
EUR 3.72/MW/hour (excluding VAT). This price is approximately 10.8% lower than the price set for 2025. The price for 2026 has
been reduced due to the 10.8% lower permissible income level (EUR 6.52 million) set by NERC for Energy cells for 2026 compared
to 2025 (EUR 7.31 million). The decrease in the permitted income level and price was mainly influenced by Energy Cells' EUR
0.74 million higher income in 2024 from the provision of isolated working reserve services (compared to the NERC 2024 KVR)
due to the recognition of subsidies, which were eliminated from the permissible income level for 2026.
The prices of the isolated working reserve service (price forecasts) for 2023-2026 were and are included in the NERC for the
corresponding years 2023-2026 approved by Litgrid as an additional service purchase component to the transmission service
price.
On 17 January 2025, following the entry into force of the amendments to the Law on Electricity of the Republic of Lithuania
(hereinafter – EEĮ) and the Law on the Interconnection of the Electricity System of the Republic of Lithuania with the Continental
European Electricity Networks for Synchronous Operation, adopted by the Seimas of the Republic of Lithuania on 19 December
2024 on 19 December 2024, conditions were created for Litgrid to purchase, for a limited period after synchronisation with the
continental European networks, from 10 February 2025, part of the balancing services necessary for the management of the
electricity transmission system from the energy storage system operator Energy Cells. On 30 January 2025, the European
Commission adopted a decision allowing Energy Cells to provide balancing services for a limited period, and on 30 January 2025,
the NERC adopted a decision on the coordination of the isolated working reserve purchase and sale agreement (its terms and
conditions) between Litgrid and Energy Cells. These decisions gave Litgrid the right to temporarily purchase part of the balancing
services from Energy Cells until the market is able to absorb a sufficient supply of balancing services. The agreement provided
that Energy Cells would provide 40 MW of aFRR balancing capacity in 2025 and would also participate in the balancing energy
(aFRR) market, where its bid would be submitted at the end of the auction queue (based on a specific algorithm approved by
NERC) – Energy Cells' facilities would only be activated when other market participants are unable to provide these services.
Accordingly, from 10 February 2025 (following the actual technical synchronisation of the Baltic countries' electricity systems
with the CEN on 9 February 2025, to which Energy Cells contributed significantly, 2025-02-08/09 by successfully participating
in the isolated operation test of the Baltic electricity systems with BEKS), until the end of 2025 Energy Cells successfully provided
up to 40 MW of balancing services to the electricity transmission system operator Litgrid under the isolated operation reserve
purchase and sale agreement signed between Energy Cells and Litgrid on 7 February 2025.
Litgrid, having assessed that there are not enough participants in the market capable of providing balancing services properly, on
time and at a reasonable price, at the end of 2025, initiated the extension of the purchase of balancing services with a capacity of
up to 40 MW from SSO until 31 December 2026. Accordingly, Annex 5 to the isolated working reserve purchase and sale
agreement (on the principles and conditions for the use of Energy Cells facilities for the provision of balancing services) was
amended on 29 December 2025 by a resolution of NERC and the relevant amendments to Annex 5 of the agreement were signed
between SSO and Litgrid on 29 December 2025. By a decision of the NERC and the relevant amendments to Annex 5 to the
agreement signed between SSO and Litgrid on 29 December 2025. According to NERC, the amendments to the agreement will
allow for a more effective assessment of the supply of suppliers in the balancing market – Annex 5 provides for three mandatory
market assessments to be carried out by Litgrid in 2026, which, if they show that there is sufficient supply in the Baltic balancing
capacity market, balancing services from SSO will be discontinued. It is also provided that NERC has the right to perform the same
market assessment at any time. Taking into account the results of the assessment of the sufficiency of supply in the Baltic
balancing capacity market, the scope of SSO aFRR services (which, according to Annex 5, will reach up to 40 MW in 2026) may
be gradually reduced in 2026 until these services are completely discontinued. The updated price calculation formula will also
ensure more competitive service prices, as the previously applicable single price limit for the entire year will now be calculated on
a monthly basis, taking into account the previous month's local aFRR price data for the Baltic countries.
Accordingly, the provision of balancing services in accordance with the aforementioned amendments to Annex 5 of the isolated
working reserve purchase and sale agreement will continue from the beginning of 2026 and will continue until the end of 2026
or until there are enough participants in the market who can provide such services properly, on time and at a reasonable price.
In accordance with the provisions of the aforementioned agreement, the portion of Energy Cells' balancing service revenue that
exceeds Energy Cells' balancing service costs (including the permissible return on investment, calculated the principles set out in
the description of the Energy Cells regulatory accounting system, as agreed with NERC), is returned to Litgrid. In other words, the
general principles applicable to regulated energy activities (companies) apply to Energy Cells' balancing services.
EPSO-G MANAGEMENT REPORT FOR 2025
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20
2.3. Key Regulatory and Other Legal Changes
Legislative initiatives at national and EU level, changes in energy and/or energy market regulation, and strategic planning
documents that have a significant impact on our activities and strategic directions in 2024:
On 9 January 2025, NERC approved the standard terms and conditions of the electricity imbalance settlement
agreement, which will come into force on 1 January 2026. The terms and conditions were approved in line with EU
regulations and the growing need for balancing capacity. The changes are intended to encourage better quality
planning of electricity production and consumption by balance responsible parties (BRPs). Under the new procedure,
the reserve contribution component of BRPs will be transferred to the costs of acquiring balancing capacity,
depending on the quality of planning. The costs will be calculated according to the following principle: 50% of the
costs will be allocated according to the imbalance, and the remaining 50% according to the BRP consumption
portfolio. This model will encourage BRPs to plan more efficiently and reduce imbalances. The transfer of balancing
capacity costs to BRPs will be carried out gradually: 30% from 1 January 2026, 60% from 1 January 2027, and
100% from 1 January 2028.
On 30 January 2025, NERC adopted other decisions (in addition to those already mentioned in section 2.2 of this
report under "Energy cells") important decisions for synchronisation with the CEN – approved the proposal of the
Baltic (Estonia, Latvia, Poland, Lithuania, Finland, Sweden) transmission system operators to change the
methodology for calculating the day-ahead and intraday capacity (the new capacity calculation methodology came
into force on 10 February 2025), agreed on the start date of the Baltic balancing capacity market – 5 February 2025
(more information about the balancing capacity market is available on the Litgrid website).
On 26 February 2025, the European Commission (EC) presented an Affordable Energy Action Plan. It sets out short-
term measures to reduce energy costs, complete the Energy Union, attract investment and better prepare for
potential energy crises. According to the EC, this plan, which is one of the key components of the clean industry
agenda, will help not only households facing high energy bills, but also industrial sectors facing high production
costs. It is estimated that EUR 45 billion will be saved in 2025. This amount will gradually increase, reaching EUR
130 billion per year by 2030 and EUR 260 billion by 2040. It is expected that this action plan will allow the benefits
of renewable energy to be realised earlier, save energy, increase the integration of energy markets and improve the
functioning of the internal energy market. It is expected that this action plan will enable earlier access to the benefits
of RES energy, save energy, increase the integration of energy markets, improve interconnections, reduce energy
production costs (by shortening the time required to issue permits for RES energy and infrastructure), reduce
dependence on imported fossil fuels, further promote the use of long-term supply contracts, enable support for the
wider deployment of energy efficiency solutions, enable more efficient electricity network tariffs, reducing electricity
supply costs, avoiding price peaks, ensuring fair competition in gas markets and other benefits.
On 4 March 2025, Litgrid joined PICASSO, the European automatic frequency restoration reserve (aFRR) balancing
energy exchange platform. With the other Baltic electricity transmission system operators – Latvia's
Augstsprieguma tīkls and Estonia's Elering – joining on 10 and 9 April 2025, respectively, from 10 April 2025 aFRR
balancing energy will be ordered on the common European balancing market in the Baltic trading areas. The
PICASSO platform allows the exchange of available network balancing energy by matching offers with demand
between different trading areas. Local market participants submit balancing energy offers to the relevant electricity
transmission system operators.
On 12 March 2025, the Government of the Republic of Lithuania adopted Resolution No. 151 approving the
Implementation Plan for the Provisions of the Nineteenth Programme of the Government of the Republic of
Lithuania, which (in Chapter IX) sets out the main priorities and actions for implementing those priorities in the energy
sector. This had an impact on the activities of the EPSO-G group not only at the national level, but also at the regional
level.
From 15 April 2025 (after joining PICASSO), Litgrid, together with other Baltic electricity transmission system
operators – Augstsprieguma tīkls in Latvia and Elering in Estonia – will purchase aFRR balancing capacity services
on the joint Baltic balancing capacity market.
At the beginning of June, the European Commission published a communication on guidelines for anticipatory
investments to create future-proof electricity networks. According to the guidelines, a number of requirements are
also related to electricity transmission network development plans and transmission service pricing. For example,
national regulatory authorities should ensure adequate regulatory review of network development plans to facilitate
the assessment and inclusion of anticipatory investments, ensuring that these plans are based on appropriate
scenarios and that there is a clear link between network development plans and investment approvals or further
investment plans, and network tariffs should reflect the cost structure in the short term (e.g. network losses and
congestion costs) and in the long term, including planned investment costs for infrastructure development. The
02
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03
MARCH
04
APRIL
2025
JANUARY
06
JUNE
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21
inclusion of these recommendations in the national legal framework of Lithuania and (where applicable) the
incorporation of relevant provisions in other sectors (e.g. hydrogen) would undoubtedly accelerate and facilitate the
attraction of financing for the implementation of energy infrastructure investments.
In early August 2025, NERC published (and revised in mid-August 2025) data on the rates of return on investment
for Amber Grid, Baltpool, Energy Cells and Litgrid in 2026. After assessing the provisions of the NERC Methodology
for Determining the Rate of Return on Investment and the situation in the financial markets, NERC announced on its
website that the applicable rate of return on investment (based on the regulated asset value, RAB) for Amber Grid,
Energy Cells and Litgrid for 2026 will be 5.58%, 5.63% and 5.65%, respectively, taking into account the 17% income
tax rate applicable from 1 January 2026, following the entry into force of amendments to the Income Tax Law of the
Republic of Lithuania and the establishment of a standard income tax rate in Lithuania of 17%. The specific rate of
return on investment in the case of Baltpool (applied to costs) is not published on the NERC website, but the data
used to calculate this rate is published. The rate of return on investment set by NERC for Amber Grid, Baltpool,
Energy Cells and Litgrid for 2025 was 5.68%, 9.99% and 9.80% respectively (depending on the services), 5.74%
and 5.77%, taking into account the 16% income tax rate applicable from 1 January 2025. In accordance with the
NERC Investment Return Rate Determination Methodology, the standard income tax rate applicable in Lithuania is
used to calculate the investment return rate (therefore, an increase in the income tax rate has a positive effect on
the pre-tax investment return rate, increasing it).
From 1 October 2025, European electricity exchanges switched from a 60-minute to a 15-minute trading interval
for electricity products on the day-ahead market (trading began on 30 September 2025, 1 October 2025 – first
product delivery day).
1 October 2025 Litgrid invited market participants to consult on the concept prepared by Litgrid for increasing the
interconnection capacity between Lithuania and Poland by 1 November 2025. It is expected that the implementation
of the measures outlined in the concept will increase electricity trading opportunities. Higher electricity trading
capacities will create better conditions for the development of renewable energy sources in Lithuania. Since the
synchronisation of the Baltic countries, the transmission capacities allocated for electricity trading with Poland
average around 170 MW for exports and 150 MW for imports. According to the concept: in 2026, electricity export
capacity via the LitPol Link interconnector would reach up to 365 MW, while import capacity would reach up to 200
MW. Once Harmony Link becomes operational, electricity trading volumes between Lithuania and Poland would
reach up to 1,200 MW in both import and export directions.
On 12 November 2025, together with Litgrid, we announced the Dinamo transmission tariff concept for public
consultation (until 12 December 2025). The aim is to change the behaviour of large electricity consumers depending
on the situation in the electricity market. This is an additional incentive to use electricity when it is more economically
beneficial for consumers and the entire electricity transmission system. The dynamic tariff – as a new option for
electricity consumers connected to the transmission network to choose a dynamic electricity transmission tariff
– will enable more efficient use of electricity networks, increase system flexibility, encourage consumption and
contribute to the development of renewable energy sources. On 18 November 2025, Litgrid organised a market
and public presentation of the concept. The dynamic transmission tariff is expected to come into effect on 1 January
2027 (until then, preparatory work will continue in 2026, legal, contractual and methodological changes to Litgrid's
pricing will be adopted, agreements will be reached with interested parties, and NERC, and technical solutions will
be implemented).
On 21 November 2025, NERC approved the updated description of the procedure for using Litgrid transmission
networks (hereinafter referred to as PETA) (previous updates in 2025 were made in spring 2025). The updated
PETA takes into account the amendments to the EEĮ adopted by the Seimas of the Republic of Lithuania on 25 June
2025 (regulating, inter alia, the connection of consumers' energy facilities to the electricity transmission network,
reservation of transmission capacity, conclusion of letters of intent, issuance of connection conditions, submission of
performance guarantees, etc.) and the comments and proposals received from market participants and public
administration entities during public consultations. Taking into account the changing regulatory environment, market
needs and the concept of dynamic transmission tariffs, amendments to the above-mentioned description are also
planned for 2026 (a public consultation was held until 13 February 2026).
At the beginning of December 2025, a draft Hydrogen Law of the Republic of Lithuania was published for public
consultation (until 19 January 2026), which will create the basis for the development of the hydrogen market
and the expansion of the hydrogen sector in Lithuania, and is expected to will make a significant contribution
to the development of the hydrogen sector in the region. The draft law was prepared by transposing the provisions
of Directive (EU) 2024/1788 of the European Parliament and of the Council of 13 June 2024 on natural gas and
hydrogen from renewable sources, and taking into account the principles and practices of legal regulation
established in the natural gas and electricity sectors. it is also the result of the inter-institutional working group
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08
AUGUST
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NOVEMBER
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established by order of the Minister of Energy of the Republic of Lithuania on 28 May 2025 to create a legal
regulatory environment for green hydrogen and its derivatives in Lithuania.
On 19 December 2025, NERC approved and updated the standard terms and conditions of Litgrid's imbalance
settlement agreement following public consultations held in 2025.
In 2025, Litgrid conducted various other public consultations, which will continue in January 2026. (e.g. on the
submission of the procedure for determining the scope of services provided by the transmission system operator
(TSO), on the standard terms and conditions of the guarantee of origin service agreement, etc.). For more information,
visit the Litgrid website. One of the most recent consultations, which ran until 23 January 2026, concerned the
update of the standard terms and conditions of the electricity transmission service agreement, taking into account
the aforementioned amendments to the PETA approved by NERC on 21 November 2025 and the amendments to
the EEĮ adopted on 16 December 2025, which stipulate that consumers implementing large-scale projects and who
have committed to the TSO not to reduce the permissible power for 10 years from the connection of the consumer's
electrical equipment to the transmission networks and to consume no less than the amount of electricity specified
in the service contract for the connection of electrical equipment to the transmission networks, shall pay 10% of the
costs incurred by the TSO for connecting the consumer's electrical equipment to the transmission networks.
On 10 December 2025, the European Commission proposed the European Grids Package and the Energy Highways
initiative, which will enable the efficient supply of energy in all Member States by integrating cheaper clean energy
and accelerating electrification, helping to reduce energy prices and support affordable living for all Europeans. The
package of proposals will ensure a secure and reliable energy supply for Europe, moving away from energy imports
from Russia and thus achieving energy independence. The network package includes, among other things, proposals
for a revision of Regulation (EU) 2022/869 of the European Parliament and of the Council on guidelines for trans-
European energy infrastructure (the so-called TEN-E Regulation) It also presents a new approach to energy
infrastructure, opening up a Europe-wide perspective on infrastructure planning, while speeding up permit
procedures and ensuring a fairer sharing of costs for cross-border projects. The new approach will enable us to
make the most of our existing energy infrastructure while accelerating the development of networks and other
physical energy infrastructure across the EU.
Key regulatory and other legal developments since the end of the reporting period:
In mid-January 2026, NERC published a document for public consultation (until 17 February 2026) on the multipliers
applicable to the price structure of services provided by Amber Grid, the Lithuanian natural gas transmission system
operator, for the 2027 tariff period, seasonal coefficients and discounts applicable to the price structure of services
provided by Amber Grid, the Lithuanian natural gas transmission system operator, for the 2027 tariff period, in
accordance with Article 28(1) of Commission Regulation (EU) No 2017/460 of 16 March 2017 establishing a
network code on harmonised transmission tariff structures for natural gas (TAR NC). The public consultation
document is available on the NERC website.
On 8 January 2026 At its meeting, NERC approved amendments to the biofuel exchange regulations of the energy
resource exchange operator Baltpool, which adjusted the categories of market participants in order to define clearer
rules and increase the reliability of biofuel supply, thereby promoting the sustainability of the biofuel market. The
amendments to the Energy Resources Exchange Regulations came into force on 1 February 2026.
On 26 January 2026, Regulation (EU) 2026/261 of the European Parliament and of the Council on the phasing out
of natural gas imports from Russia and preparing for the phasing out of Russian oil imports and improving the
monitoring of potential energy dependency was adopted. The Regulation entered into force on 3 February 2026 (i.e.
the day after its publication in the Official Journal of the EU on 2 February 2026). The ban on imports of natural gas
(pipeline and LNG) from Russia applies from 18 March 2026. There is a transition period for existing short- and long-
term contracts: the total ban on LNG imports will apply from 1 January 2027 and the ban on pipeline gas imports
from 1 November 2027. This gradual approach will minimise the impact on prices and markets. The Regulation also
provides that a Member State receiving imports of oil originating in or exported directly or indirectly from the Russian
Federation in order to phase out all imports of oil originating in or exported directly or indirectly by the Russian
Federation by the end of 2027, will have to prepare a plan describing the measures, stages and possible obstacles
to diversifying oil supplies. The Commission will assist Member States in cooperating on the implementation of their
national oil supply diversification plans.
2.4. Significant events during the reporting period
On 13 January, the Lithuanian Navy and Lithuanian electricity transmission operator Litgrid signed a long-term
cooperation agreement. The two organisations will work more closely together to ensure the security of the
NordBalt high-voltage direct current cable to Sweden.
On 13 January, Amber Grid announced a public selection process for a new CEO.
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On 17 January, in accordance with the NERC obligation to check the safety of the GIPL gas pipeline connection,
experts conducted an inspection and determined and confirmed that the GIPL gas pipeline is safe to operate. The
GIPL safety check was carried out in November-December 2024 by AS Inspecta Latvia, which won the public
procurement tender and did not participate in the construction of GIPL.
On 31 January, Litgrid switched on the last sections of the 330 kV Darbėnai–Bitėnai power transmission line. After
completing all construction work on the line, one of the two circuits was switched on and power transmission
between Latvia and Lithuania via the Gruobinia–Klaipėda line was restored.
On 31 January, at an extraordinary general meeting of shareholders of Rheinmetall Defence Lietuva, UAB, it was
decided to increase the company's authorised capital, stipulating that UAB EPSO-G Invest has the right to acquire
36,500,000 shares in the company with a total value of EUR 36,500,000.
On 4 February, Litgrid connected an 80 MW wind farm in the Kelmė district, developed by renewable energy
company Enefit Green, to the national transmission grid.
On 5 February, the Baltic balancing capacity market began operating.
On 8 February, the Baltic electricity systems were successfully disconnected from the Russian electricity networks.
On 9 February, the Baltic electricity systems were successfully synchronised with continental Europe.
On 10 February, Energy Cells began providing balancing services to Litgrid.
On 25 February, Litgrid built a new transformer substation and connected a VMG Group company.
On 26 February, Litgrid completed two synchronisation programme projects: the implementation of a frequency
stability assessment system and the construction of the 330 kV Darbėnai–Bitėnai power line.
On 4 March, EPSO-G announced the selection of a board member nominated by the shareholder of the Group's
company Tetas.
On 4 March, the institution exercising shareholder rights – the Ministry of Energy of the Republic of Lithuania –
launched a selection procedure for the position of a member of the board of EPSO-G nominated by the shareholder
– a civil servant.
On 4 March, Litgrid joined the European balancing energy exchange platform PICASSO.
On 18 March, Litgrid commissioned a new 330 kV electricity transmission line between Kruonis HAE and Bitėnai.
On 20 March, Amber Grid opened a new system control centre.
On 26 March, the Pabradė-Visaginas section of the Amber Grid gas pipeline was temporarily closed due to an
incident at the Pabradė military training ground.
On 27 March, Litgrid completed its eleventh synchronisation project – the reconstruction of the Neris substation.
On 28 March, Litgrid installed sound barriers at the Alytus transformer substation.
On 3 April, solar and wind power plants in Lithuania exceeded the symbolic 4 GW capacity threshold, according to
Litgrid data.
On 4 April, Litgrid provisionally reserved 0.8 GW of capacity for solar and wind power plants and storage facilities
for a period of three months.
On 4 April, the board of Amber Grid appointed Nemunas Biknius as the company's CEO for a new term.
On 15 April, the EPSO-G shareholders' meeting approved the EPSO-G 2024 financial statements and the
distribution of profits for 2024.
On 16 April, Litgrid connected a solar power park developed by the Danish company Nordic Solar in the Švenčionys
district to the grid, with a permitted generating capacity of 60 MW and an installed capacity of 80 MW.
On 22 April, Amber Grid sent humanitarian aid to Ukrainian emergency services – 55 cars and 4 generators.
On 23 April, Litgrid began designing the Harmony Link land connection.
On 29 April, Dovilė Kavaliauskienė, Head of the Legal and Personnel Group at the Ministry of Energy of the Republic
of Lithuania, was elected to the EPSO-G Board.
On 13 May, eight transmission system operators (TSOs) from the Baltic Sea region publish a joint expert document
on closer cross-border cooperation in the field of offshore wind energy and related electricity transmission network
infrastructure.
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On 15 May, Ramūnas Papinigis, head of the energy infrastructure development and maintenance company Tetas,
stepped down from his position. The company's board appointed Darius Slažinskas, director of the finance
department, as interim head.
On 22 May, Tetas announced a public selection process for a new CEO.
On 22 May, Litgrid, a member of the EPSO-G Group, together with its partners Latvijos Augstsprieguma tīkls AS
and Germany's 50Hertz Transmission GmbH, submitted a joint application for the Baltic Hub hybrid offshore
electricity interconnection project. The aim is to include it in ENTSO-E's ten-year electricity network development
plan for 2026.
On 29 May, NERC approved the transmission service prices of Amber Grid, the Lithuanian gas transmission system
operator, for 2026, according to which the average price of gas transmission services for Lithuanian consumers will
be 1.52 euros per megawatt hour (EUR/MWh). This is 5% less than the gas transmission price valid for 2025, which
is EUR 1.60/MWh.
On 30 May, Amber Grid announced the results of a survey of hydrogen market participants, which forecasts the
planned scope of hydrogen development by market participants.
On 3 June, EPSO-G's sole shareholder appointed Dalia Andrulionienė as a member of the board of Tetas. The board
member also works as the head of business development for the EPSO-G group.
On 4 June, the EPSO-G group published its audited sustainability performance report for 2024.
On 13 June, Litgrid provisionally reserved 1.8 GW of capacity for solar and wind power plants and storage facilities
for a period of three months.
On 16 June, Litgrid completed an important synchronisation project – the 330 kV power transmission line between
Kruonis HAE and Bitėnai.
On 19 June, Litgrid signed a seven-year contract for the purchase of renewable energy, allowing it to offset
technological losses with green energy. Electricity will be supplied from the beginning of 2026, with up to 160,000
MWh of electricity to be purchased per year.
On 20 June, the EPSO-G Group became a member of the Lithuanian Diversity Charter Association.
On 23 June, the Ministry of Energy of the Republic of Lithuania approved the updated letter of expectations for the
new energy group EPSO-G. The key priorities are enabling the green energy transition, international
interconnections, strengthening resilience and security, and ensuring the flexibility of the electricity system.
On 27 June, following a scheduled credit rating review, the international rating agency Moody's Ratings once again
confirmed the Baa1 credit rating with a stable outlook for the EPSO-G group.
On 2 July, a feasibility study for a hydrogen corridor in the Nordic and Baltic countries received a maximum of EUR
6.8 million in funding. The Group's company Amber Grid is participating in the project.
On 11 July, a new participant joined the electricity balancing market organised by Litgrid – the solar park developed
by European Energy in Meiluškiai (Anykščiai district). This is the first solar park in the country to contribute to
ensuring the balance between electricity consumption and production in the Lithuanian electricity system.
On 31 July, Amber Grid invested EUR 3.2 million in the modernisation of gas shut-off devices in six municipalities.
On 1 August, EPSO-G and the Group's company Amber Grid signed an agreement under which the previously
granted 12-month short-term loan of EUR 50 million will be replaced by a long-term loan with a maturity of 5 years.
The entire long-term loan will be repaid at the end of the term.
On 12 August, Litgrid completed construction work on the 14th synchronisation project – the 330 kV Vilnius–Neris
power transmission line.
On 13 August, Amber Grid announced a EUR 2 million investment in the modernisation of gas infrastructure in three
municipalities.
On 3 September, EPSO-G and Swedbank signed an agreement in Lithuania for a long-term loan of EUR 73 million.
These funds will be used for EPSO-G Invest's investments in the artillery ammunition factory project.
On 8 September, the board of Tetas appointed Ovidijus Martinonis as the company's CEO for a five-year term.
On 9 September, with the current CEO's five-year term coming to an end, EPSO-G group company Energy Cells
announced a public selection process for a new CEO.
On 10 September, Amber Grid and MT Group signed a EUR 30.9 million contract for the installation of the first
electric compressor.
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On 12 September, with the current CEO's five-year term coming to an end, Litgrid, a company belonging to the
EPSO-G Group, announced a public selection process for a new CEO.
On 18 September, Litgrid dismantled all cables connecting the Lithuanian and Kaliningrad electricity systems.
On 23 September, Litgrid completed the construction and commissioned a new 330 kV Mūša substation in the
Joniškis district. Newly formed electricity transmission lines were also commissioned: the 330 kV Viskali–Mūša and
Mūša–Šiauliai lines are used for transit with Latvia.
On 24 September, Litgrid connected wind farms with a total installed capacity of 381 MW in the Pagėgiai and Kelmė
districts to the national transmission network. The total installed capacity of all wind and solar power plants in
Lithuania exceeded 5 GW.
On 30 September, Litgrid completed all construction works for the 14th synchronisation project – the 330 kV
Vilnius–Neris power transmission line.
On 2 October, Litgrid made preliminary reservations for 1.5 GW of capacity for wind farms and storage facilities for
the period from June to September.
On 6 October, Litgrid, together with the Lithuanian Armed Forces, tested protective blocks designed to ensure the
security of network facilities.
On 7 October, a new participant joined the electricity balancing market organised by Litgrid and submitted its first
bids – Green Genius, a company with a 1 MW capacity and 2 MWh storage capacity energy storage battery system
in the Alytus district.
On 13 October, Amber Grid and EEX completed the sale of GET Baltic.
On 15 October, Litgrid delivered humanitarian aid to Ukraine – a fourth autotransformer. Its capacity would be
sufficient for a quarter of a million people.
On 24 October, EPSO-G announced a selection process for the position of independent member of the Remuneration
and Appointments Committee.
On 4 November, construction work officially began on a 155 mm artillery ammunition factory in Baisogala. The
project is being implemented by Rheinmetall Defence Lietuva, in which EPSO-G Invest, a member of the EPSO-G
Group, holds a stake.
On 5 November, the EPSO-G Board appointed Liudas Liutkevičius, an independent member of the EPSO-G Board,
as a temporary independent member of the Remuneration and Appointments Committee.
On 17 November, Litgrid delivered another aid package to Ukraine, consisting of more than 7,000 glass insulators
used in transmission network lines and substations.
At its meeting on 17 November, NERC approved the extension of the energy resource exchange operator licence
issued to Baltpool UAB for a new period of seven years from 18 November 2025.
On 18 November, Amber Grid joined the unmanned aircraft traffic management system, strengthening the security
of critical infrastructure and business resilience.
On 20 November, Litgrid completed one of its final synchronisation projects by connecting the Darbėnai substation.
On 25 November, Litgrid, together with the Latvian and Estonian electricity transmission system operators, became
full members of the ENTSO-E Continental Europe Regional Group.
On 27 November, Litgrid completed an important synchronisation project – the 330 kV Mūša substation in the
Joniškis district.
On 28 November, the continental European electricity transmission system operators confirmed the successful
synchronisation of Estonia, Latvia and Lithuania with the continental European networks.
On 10 December, the first commercial battery storage system in Lithuania was connected to the Litgrid transmission
network.
On 11 December, EPSO-G Invest, the Ministry of National Defence of the Republic of Lithuania, KNDS Deutschland
and Rheinmetall Landsysteme signed a memorandum on industrial cooperation related to the assembly and
maintenance infrastructure for Leopard 2 A8 main battle tanks in Lithuania.
On 18 December, EPSO-G announced the selection of board members for the Group's company Energy Cells.
On 18 December, Litgrid connected the Žeimiai traction transformer substation for railway electrification to the
transmission network.
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On 20 December, Litgrid connected the largest commercial battery energy storage system with an installed capacity
of 65 MW, a permissible generation capacity of 60 MW and a capacity of 130 MWh.
On 22 December, EPSO-G signed a tripartite debt transfer agreement with Amber Grid and the Nordic Investment
Bank (NIB) and a new internal loan agreement (EUR 10.9 million) with Amber Grid.
On 29 December, Amber Grid signed a natural gas transportation agreement through the Republic of Lithuania to
the Kaliningrad region.
On 29 December, NERC adopted a decision on the approval of Annex 5 (on the principles and conditions for the use
of Energy Cells' facilities for the provision of balancing services) to the isolated working reserve purchase and sale
agreement (its terms and conditions) between Litgrid and Energy Cells. BEKS facilities for the provision of balancing
services) and on 29 December 2025, Energy Cells and Litgrid signed the relevant amendment to Annex 5, According
to these amendments, the provision of balancing services from Energy Cells' facilities will continue until the end of
2026 or until there are enough market participants capable of providing such services properly, on time and at a
reasonable price.
On 30 December, the Ministry of Energy of the Republic of Lithuania, exercising the rights and obligations of EPSO-
G shareholders, adopted a decision on the selection of an audit company for UAB EPSO-G (KPMG Baltics, UAB,
code 111494971) and the terms and conditions for the payment of audit services for 2026–2028.
2.5. Significant Events after the end of the Reporting Period
On 7 January, Rasa Kražauskienė took up the position of independent member of the EPSO-G Remuneration and
Appointment Committee.
On 12 January, the board of Litgrid appointed Andrius Šemeškevičius as the company's CEO for a new five-year
term.
On 14 January, the Board of Energy Cells appointed Andrius Gudzinskas as the company's CEO for a new five-year
term.
Since the beginning of 2026, Energy Cells has continued to successfully provide balancing services to the
transmission system operator with a capacity of up to 40 MW. Energy Cells will provide balancing services at the
corresponding and/or gradually reduced capacity to the TSO until the end of 2026 or until there are enough
participants in the market who can provide such services properly, on time and at a reasonable price.
On 28 January, the European Commission allocated EUR 113 million in funding from the Connecting Europe Facility
(CEF) to critical infrastructure resilience projects implemented by the transmission system operators of Lithuania,
Estonia, Latvia and Poland.
On 2 February, Litgrid connected a wind farm under construction in the Akmenė district to the grid, with an installed
capacity of 105.84 MW and a permissible generation capacity of 100 MW.
On 9 February, the first National Energy Exam was held to mark Baltic Energy Independence Day.
On 18 February, the energy ministers of Lithuania, Latvia and Germany signed a declaration of intent on cooperation
in developing cross-border electricity transmission system infrastructure. An agreement was reached on the
assessment of the possibilities of the Baltic–German PowerLink hybrid electricity interconnection, which Litgrid
plans to implement together with the Latvian and German electricity transmission system operators.
On 23 February, Amber Grid presented the Amber Gas Corridor project, which enables more efficient use of the
region's infrastructure. This energy corridor can serve as an artery connecting the gas markets of Finland and the
Baltic countries with Ukraine and Central Europe.
On 24 February, the 65 MW and 130 MWh energy storage battery system developed by the E energija group joined
the electricity balancing market organised by Litgrid.
On 3 March, Litgrid presented a new digital tool – the Transmission Network Capacity Map.
On March 5, Litgrid connected the solar power plant developed by Elektrum Lietuva in the Šalčininkai district to the
grid. The plant has a permitted generating capacity of 50 MW and an installed capacity of 65 MW.
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03
Business Strategy and
Planned Investments
3.1. EPSO-G Group Strategy
3.2. Key Projects of the Group until 2035 and the Value they Create
3.3. Planned Investments by 2035
3.4. EPSO-G Goals in 2026
3.5. 10-year Network Development Plans
3.6. Process of Updating the Strategy and Other Planning Documents
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3. Business Strategy and Planned Investments
3.1. EPSO-G Group Strategy
Vision, mission and purpose
In 2024, we updated the EPSO-G Group's strategy until 2035, which continues to guide us in our efforts to contribute to the
development of a reliable and climate-neutral energy system, promote the growth of high value-added industries and facilitate
the export of green energy and its products. Detailed information on the EPSO-G Group's new energy strategy for 2035 can be
found on our website.
Values
We base the implementation of our mission, the pursuit of our vision and all activities of the EPSO-G Group on fundamental
human and professional values – openness, responsibility and reliability. These values are reflected in our daily behaviour and
decisions.
Open
Responsible
Reliable
1. I respect other people's time,
efforts and results.
2. I take the initiative and act
after assessing the impact on
people and the environment.
3. I do what I commit to and
more, and I work efficiently.
1. I accept people's differences,
listen to others' opinions and
express my own, and treat
everyone with respect.
2. I improve myself, take an
interest, learn and help others
to grow.
3. I share my knowledge and
experience, cooperate and
seek consensus.
1. I act professionally, work
safely and follow best
practices.
2. I create value for customers,
colleagues and partners by
proposing and implementing
solutions.
3. I care about our customers
and partners, colleagues and
society.
We are
We strive
Our actions
OUR PURPOSE
To power a green and secure
future in a constantly
changing
world
OUR VISION
To enable the green transition
while ensuring energy and national
security interests
OUR MISSION
To accelerate energy
independence and increase
system reliability
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Three key commitments and strategy structure
The EPSO-G Group's Strategy 2035 is based on three key commitments, which guide us in planning our future activities.
Our strategic commitments consist of the planned expansion of our current activities and the development of new ones. Their
interrelationships are illustrated by the structure of the strategy.
An integral part of the strategy relates to sustainability commitments. The EPSO-G Group's strategy and plans are disclosed in
section 8.1 "2 ETAS General Information" of the Sustainability Report in this document.
Provider of security and
reliability
We aim to enhance resilience and
reliability in the energy sector and
beyond by strengthening system
flexibility and national security. Our
activities are inextricably linked to
ensuring a reliable future
2
We consider the transformation of the
energy sector to be a fundamental
change. Our goal is to create the
infrastructure that will form the basis
of a climate-neutral energy system
1
2
Driver of tomorrow‘s
infrastructure
Reliable and skilled
strategic partner
Energy transition requires close
cooperation between representatives of
various industries, investors and
government institutions. Our goal is to be
reliable partners in developing
environmentally friendly infrastructure and
markets
3
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Value created by the group
The EPSO-G Group's strategy is based on creating value for key stakeholders. We define the value we create using strategic
indicators (financial, sustainability and operational) grouped according to the benefits generated. These are EPSO-G's key
objectives for 2035, which will guide our assessment of the success of the Group's strategy implementation.
EPSO-G's success by 2035 – value for stakeholders
Society
Strengthening in a sustainable economy
-70%
GHG emissions related to scopes 1 and 2 will
be reduced, and by 2050, a net-zero GHG
emissions balance will be achieved
≥ 12.2 GW
flexible resource capacity
Partners
working closely together to achieve significant results
≥ 12 GW
of onshore renewable energy capacity connected to
the grid
~1.4 TWh
gas from RES fed into the gas grid
≥ 26 TWh per year
Developed international green H
2
transmission
capacity
Shareholders and investors
discover new opportunities and reap the benefits
≥ EUR 260 million
Group adjusted EBITDA in 2035
High single digits
Group adjusted ROE
Financial position ≥ Baa2
Credit rating (or equivalent)
90–110
CAPEX plan execution
≥ 70
High level of employee engagement
maintained
"Best Employer" certificate
Our people
are empowered to act
Safe and positive working environment and
culture
0 serious and fatal accidents involving our
employees and/or contractors
≥ 80 points
Global Customer Satisfaction Index (GCSI) –
among the leading companies in the world
Customers
enjoy smooth and high-quality services
AIT ≤ 0.93 min ENS ≤ 27.25 MWh
reliable electricity transmission maintained and rapid
fault repair ensured
0 unplanned gas supply disruptions
Uninterrupted gas transmission maintained and
rapid fault repair ensured
≥ 1.4 GW
installed offshore wind farm
capacity
≥ 1.6 Mt
Developed international CO
2
gas transport
network capacity
1
4
2
3
5
≥ 3.5 GW
Developed interconnection capacities
≤ 6 times
Annual net debt to adjusted EBITDA ratio
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3.2. Key EPSO-G Group Projects until 2035 and the Value they Create
In implementing the Group's strategy, we plan to develop a number of ambitious projects that will help us achieve our strategic
goals.
Key projects implemented and planned:
Synchronisation with the continental European networks took place on 9 February
2025, but we continued to implement projects to complete the synchronisation
programme. These projects strengthened the integration of electricity markets and
increased the stability of the electricity system. In 2025, the third synchronous
compensator, Neris, was connected, the construction of the 330 kV Vilnius–Neris and
Kruonis HAE–Bitėnai overhead lines was completed, the construction of the 330 kV
Darbėnai and Mūša substations, and the reconstruction of the 330 kV Neris
transformer substation.
We are implementing the Harmony Link land connection construction project, which
will increase electricity trade volumes with Western Europe. In 2025, we began design
work on the connection and are simultaneously carrying out spatial planning and
environmental impact assessment procedures.
At EPSO-G, we are seeking to develop a transmission network for a new energy vector
– hydrogen – in Lithuania and connect it with neighbouring EU countries. The Nordic-
Baltic Hydrogen Corridor project has been recognised as a Project of Common Interest
(PCI) by the EU. Our goal is to create a hydrogen corridor for transporting green hydrogen
from Finland and the Baltic countries to the markets of Central and North-Western
Europe, and to facilitate the development of a renewable hydrogen market in the Baltic
Sea region. We also aim to accelerate the green transition by developing hydrogen
infrastructure and enabling a competitive pan-European low-carbon hydrogen market.
The creation of a Lithuanian hydrogen network is very important in order to facilitate
hydrogen transit through the Nordic and Baltic corridors and the use of these resources
for the country's needs. The network is planned to start operating after 2030.
CCS Baltic Consortium is the first project in the Baltic States aimed at capturing carbon
dioxide (CO₂) during cement production. The project aims to create a CO₂ capture and
transport value chain in Lithuania and Latvia, which would enable CO₂ to be
transported to ports and then to a permanent storage site at sea. One of the first steps
is to conduct a feasibility study, which will include selecting the most efficient method
of CO₂ transport. One of the possible ways to transport captured CO₂ is through
pipelines, and the EPSO-G group sees a role for itself in the development and operation
of such pipelines. The capture of CO₂ from fossil fuels and biogenic CO₂ is important
for creating a climate-neutral economy and ensuring the EU's zero-emission targets in
the transport, electricity generation and other sectors in both Europe and Lithuania by
2050. The CCS Baltic Consortium project has been recognised as a Project of Common
Interest (PCI) by the EU. The network could become operational after 2030.
3
Total number of synchronous
compensators installed in Lithuania
700 MW
Planned installed capacity of the
Harmony Link interconnector
Synchronisation
projects for
market
integration
~500 km
Estimated total length of the
hydrogen network in Lithuania
≥26 TWh/year
Developed international green H₂ capacity by
2035, reaching 100 TWh by 2050.
Hydrogen
network
≥1.6 Mt CO₂
planned CO₂ transport network
capacity requirement
in 2030 +
First cement producer connected to
the CO₂ network
Carbon dioxide
network
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The Baltic-German PowerLink energy hub is a long-term project that will extend
beyond 2035, but we are already starting the initial work on its creation. In order to
unlock the full potential of renewable energy sources and achieve the goals of the
energy sector transformation, it is necessary to rely on the principles of regional
cooperation. Coordinated planning and development of energy transmission
infrastructure and offshore wind generation allows for the optimisation of possible
solutions and increases the social and economic benefits. Regional cooperation creates
conditions for the development of the Baltic Sea's wind potential, the expansion of
interconnections, and the integration of the electricity and hydrogen sectors. In order to
achieve specific regional agreements, the Group is conducting technical and economic
studies and seeking the optimal solution for a regional energy hub.
The aim of the programme is to increase cross-border electricity transmission capacity
between Lithuania and Latvia by constructing a new electricity transmission line,
modernising existing electricity transmission lines and strengthening the related domestic
electricity transmission network infrastructure. During the implementation of the
programme, we will connect the eastern and western parts of the Lithuanian electricity
system, thus ensuring greater energy security, reliable electricity transmission and more
stable system operation. At the same time, we will create conditions for the further
integration and development of renewable energy sources. Once the programme is
implemented, the Lithuania-Latvia interconnection capacity will increase from 1,250 MW
to 2,250 MW. It will also enable the connection of an additional 1,100 MW of onshore wind,
800 MW of solar and 2,400 MW of offshore wind power to the transmission network. The
programme is scheduled for completion in 2034.
In order to upgrade technologically obsolete equipment, optimise the operation of the
transmission system and meet increasingly stringent environmental requirements, Amber
Grid launched a project to modernise the Panevėžys gas compressor station in 2025.
During the project, the compressor units will be replaced with new ones, and the station
will be equipped with modern gas transportation equipment and related accessories that
meet green course requirements. The new technical solutions will ensure the stability of
existing infrastructure capacities and enable their further development.
Taking into account the need to reduce technological and tax costs as well as GHG
emissions, Amber Grid initiated a project to modernise the Jauniūnai gas compressor
station. By the end of 2026, it is planned to install a new electric compressor unit with a
capacity of up to 5 MW and all the necessary infrastructure at the station. Once the project
is implemented, the reliability of the station's operation will be ensured by the existing two
11.5 MW gas compressors and a new electric unit with a capacity of up to 5 MW. The
project will reduce transmission costs and ensure more efficient use of compressor
equipment.
≥4.5 GW*
Installed offshore wind power
capacity in 2050
*Based on National Energy Independence Strategy
≥2 GW
Planned capacity of the new
interconnector with Germany
Energy centre
549 km
Length of newly built and
reconstructed overhead lines
EUR 423 million
Preliminary investment value
Strengthening of
interconnections
with Latvia
2
Gas compressor stations undergoing modernisation
Modernisation of gas
compressor stations
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Energy storage technologies are essential for ensuring the development of renewable
energy sources in future energy systems. In order to ensure grid stability, security of supply,
adequacy and resilience, and to reduce electricity price fluctuations, we are looking for
solutions to store excess energy or compensate for its shortage. Long-term energy storage
solutions allow energy to be stored over a longer period (from several days), balancing
energy production and price fluctuations. As one of the options, we are evaluating the
possibilities of installing a compressed air energy storage system using geological structures
in Lithuania. With this project, we aim to increase the resilience and security of supply of the
system and ensure a smooth transition to an AEI-based energy system in Lithuania and the
Baltic region.
In 2025, the project was included in the list of potential projects in the 10-year network
development plan. We have decided to adjust the start of the first phase of the pilot project
activities, taking into account external circumstances and the assessment of possible sources
of funding. If conditions are favourable, we plan to conduct a feasibility study and long-term
compressed air energy storage modelling in the first phase to determine potential capacities
and assess the possibilities for using the geological structure.
We participate in national security and defence projects, strengthening the country's
resilience and independence. In December 2024, representatives of Rheinmetall,
EPSO-G Invest and Giraitės ginkluotės gamykla officially signed a share purchase and
shareholder agreement for Rheinmetall Defence Lietuva, UAB, which is building a 155
mm artillery ammunition factory. Currently, 51% of the shares in Rheinmetall Defence
Lietuva are owned by Rheinmetall, 48% by EPSO-G Invest and 1% by the Giraitės
arms factory. We are investing in this project together with another state-owned
company, Valstybės investicinis kapitalas.
From 2022 In the context of Russia's large-scale invasion of Ukraine in February,
and in response to the scale of destruction of strategic energy infrastructure and the
geopolitical circumstances in the region, we have decided to strengthen the
protection of Lithuania's strategic and important energy infrastructure facilities
against hybrid threats. Through the implementation of the programme, we aim to
ensure the protection of the most important electricity, gas and energy storage
system infrastructure facilities managed by the Group's companies from destruction
or disruption, to implement the necessary measures for the resilience of energy
systems, threat prevention and preparedness for possible crises. In 2025, we
invested over EUR 8 million in the resilience of electricity, gas and storage systems.
We used these funds to purchase mobile barrier protection measures, prepare four
facilities and transfer them to the Public Security Service for protection, carry out
work to install an unmanned aircraft detection and neutralisation system, and begin
to build up a reserve of critical equipment.
By 2035
Assessment of the results of the pilot long-term
energy storage project
Long-term
energy storage
2027
Expected start of commercial
artillery production
Partnership
between EPSO-
G Invest and
Rheinmetall
EUR 260-300 million
Total planned investment in the artillery
factory
3
Security of facilities managed by the
Group's companies strengthened by
2030
Strengthening the
resilience of energy
infrastructure
EUR 167 million
Total planned investment value
EPSO-G MANAGEMENT REPORT FOR 2025
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34
3.3. Planned Investments until 2035
In implementing key projects and the Group's strategy until 2035, we anticipate significant investments in the development of
new infrastructure. The main sources we expect to cover new investments are EU support and other external financing; we also
seek to attract investments from partners and optimise the debt and equity structure.
Building the
infrastructure
of the future
Ensuring safety and
reliability
Being reliable
strategic partners
•
Expansion and
optimisation of
transmission systems
•
Hydrogen network
• Carbon dioxide network
and ecosystem
•
Energy hub
• Long-term energy storage
•
Critical infrastructure
resilience
•
Investments in the
defence industry
•
System flexibility
development and
optimisation
• Connection and integration
of renewable energy
sources
•
Biofuel trading and
ecosystem services
• Construction and operation
services
• Energy consulting services
Activities requiring low
capital investment
Activities requiring higher
capital investment
Activities requiring
significant capital investment
5–7
billion
EUR
CAPEX
by 2035
Allocation of strategic investments to
implement our strategy
EPSO-G MANAGEMENT REPORT FOR 2025
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35
Planned distribution of investments by existing and planned activities until 2035, billion EUR
3.4. EPSO-G Goals for 2026
Based on the directions set out in the Group's strategy and planned initiatives, the EPSO-G Board has set targets for the company
for 2026. These include the continuation of projects carried out in 2025 and new unique initiatives (more details on the priorities
for 2026 can be found on the website – EPSO-G priorities for 2026).
No
Annual target
Annual target results
Target weight, %
1
Developing future
infrastructure
Implementation of the Harmony Link project
35
Timely implementation of infrastructure development and
optimisation projects
Development of an energy centre (HUB)
Development of the H₂ ecosystem
2
Ensuring security and
reliability
Increasing the resilience of strategic infrastructure
35
Creating an environment of flexibility and adequacy
Strengthening national security through defence development
3.
Being reliable strategic
partners
Development and integration of the RES
15
Service development
4.
Enabling sustainable and
effective progress
Sustainable finances and sustainable development
15
Advanced business environment
1
Due to the high degree of uncertainty, the need for regional agreements and
cost-sharing arrangements, it is most likely that investments in the energy hub
will only start after 2035. However, alternative financial projection scenarios
envisage the possibility that the energy hub investment project could start
earlier, as early as 2028.
EPSO-G MANAGEMENT REPORT FOR 2025
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36
3.5. 10-year Network Development Plans
In January 2026, the ESPO-G strategy was updated, providing for significant investments in the growth of energy infrastructure.
In order to properly plan infrastructure needs and corresponding investments, and in line with best practices, Litgrid and Amber
Grid conducted a public consultation on a joint electricity, gas, and hydrogen network development scenario for the first time in
2026. The consultation also presented planned investment projects and their preliminary values. The proposals and comments
received from market participants are being analyzed and coordinated with interested parties, their assessment will be published,
and based on the agreed scenario for the development of electricity, gas, and hydrogen networks, the network development plans
of transmission system operators will be updated and published in early 2026. Below are the network development plans
prepared in 2024 and valid in 2025, which are currently being updated.
3.5.1. 10-year network development plan of the natural gas transmission system operator
In accordance with the provisions of the Law on Natural Gas of the Republic of Lithuania, the gas transmission system operator
Amber Grid prepares a 10-year network development plan every two years. The plan currently in force is for 2024. Amber Grid
has prepared a ten-year (2024-2033) network development plan, which was approved by NERC in October 2024. The main
aspects of Amber Grid's 10-year network development plan include: modernisation of existing gas infrastructure elements,
ensuring security, increasing resilience to crisis situations, developing alternative energy sources, integrating renewable energy,
creating a hydrogen transport network, synergy between the gas and electricity sectors, and reducing greenhouse gas (GHG)
emissions.
Much attention is paid to the integration of RES and their diversity – biomethane and green hydrogen. The integrated hydrogen
network plan was developed in line with the needs of potential customers as part of the 10-year network development plan.
Possible network solutions were coordinated with the electricity transmission system operator Litgrid and its network
development plans.
3.5.2. 10-year network development plan of the electricity transmission system operator
In accordance with the provisions of the Law on Electricity of the Republic of Lithuania, the electricity transmission system
operator Litgrid, after consulting with the relevant authorities in the field of electricity sector management and other interested
parties, shall submit a 10-year transmission network development plan to the Government no later than 1 July of the current
year. The plan includes an assessment of current and projected electricity supply and demand, conclusions from a probabilistic
assessment of the adequacy of the electricity system, and effective measures to ensure sufficient system capacity and security
of supply. The investments are planned to be used for the implementation of strategic national projects, the efficient use and
systematic modernisation of the electricity transmission network managed by the Company, taking into account the impact of
the planned investments on the electricity system's ability to meet demand and the security of supply.
The investments are planned to be used for the implementation of strategic state projects, the efficient use and systematic
modernisation of the electricity transmission network managed by the Company, taking into account the needs of producers and
consumers, and to ensure system reliability indicators (END and AIT).
In October 2024, NERC approved Litgrid's 10-year 400-110 kV network development plan. A new electricity network
development plan for the period 2026-2035 is being prepared for 2026.
3.6. Strategy and other planning document update process
The strategy, business plan, annual targets and other planning-related documents are reviewed annually in accordance with the
deadlines set out in the Group's Integrated Planning and Monitoring Policy. When updating our plans, we are guided by the
expectations of the Ministry of Energy, as the representative of EPSO-G's shareholder rights, as set out in writing (the latest letter
of expectations is dated 23 June 2025); the National Energy Independence Strategy (NENS, updated on 28 June 2024); other
European Union and national legislation and changes in strategies; changes in the business environment. In order to ensure that
the objectives of each strategic direction are properly implemented, at the end of each quarter, the Group evaluates and monitors
the progress of the strategy implementation.
EPSO-G MANAGEMENT REPORT FOR 2025
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37
4.1. Report on the Achievement of Strategic Indicators
4.2. Results by Relevant Energy Sectors
4.3. Implementation of the Company's Annual Targets
4.4. Most Important Projects Implemented
4.5. Research and Development Activities
4.6. Financial Report
4.7. Transactions with Related Parties
04
Our Results
EPSO-G MANAGEMENT REPORT FOR 2025
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38
4. Our Results
4.1. Report on the Achievement of Strategic Indicators
Below we present our strategic, financial and performance indicators. These strategy-based indicators help us to assess our
results and set further goals for the EPSO-G Group.
4.1.1. Strategic financial indicators
Adjusted ROE (excluding the additional investment component),
calculated as provided for in the Resolution of the Government of the
Republic of Lithuania on the main financial performance indicators to be
achieved by SOEs for the period 2025-2027.
8.0
%
Adjusted ROE
2025
2024
-
2023
-
Target value:
6.5
For more information on the adjusted financial indicators for
2025, see section 4.6.5 of the report.
76.7
million
Adjusted EBITDA
2025
2024
73.0
2023
59.2
Target
value:
76.8
million
In 2022 and 2024, the EPSO-G Group's net debt was negative, i.e.
the cash balance slightly exceeded the Group's financial liabilities.
Therefore, the net debt/adjusted EBITDA ratio has not been
calculated (there is no debt whose coverage would be calculated
using the adjusted EBITDA ratio). The results of adjusted financial
indicators and debt in 2024 are commented on in sections 4.6.5. and
4.6.7. of this report.
1.2
Times
Net debt to adjusted EBITDA
ratio
2025
2024
-
2023
1.4
Target
value:
≤ 1.5
On 3 July 2025, Moody's Ratings, following its periodic credit
rating review, confirmed EPSO-G's Baa1 credit rating with a
stable outlook.
Baa1
Rating
Credit rating
2025
2024
Baa1
2023
Baa1
Target
value:
≥ Baa1
EPSO-G MANAGEMENT REPORT FOR 2025
Contents ↑
39
4.1.2. Strategic performance indicators
Total average interruption time (AIT) in the electricity network. The
AIT attributable solely to the operator's responsibility was 0.51
minutes in 2025. NERC has set a target for the total AIT per year
not to exceed 0.934 minutes.
0.41
Minutes
AIT
2025
2024
1.04
2023
0.84
Target
value:
≤ 0.934
10.12
MWh
ENS
2025
2024
29.64
2023
23.23
Total amount of electricity not transmitted (ENS). Due solely to the
operator's responsibility, ENS amounted to 14.37 MWh in 2025.
NERC has determined that the total ENS per year must not exceed
27.251 MWh. In 2025, the electricity TSO recorded seven incidents
that resulted in electricity not being transmitted.
Target
value:
≤27.251
2024
0
2023
0
Duration of unplanned interruptions
due to operator responsibility in the
gas network, 2025
0
Ho
urs
There were no unplanned interruptions due to the operator's
responsibility in the gas transmission network in 2025, therefore
their repair duration was not recorded.
Target value:
0
0
Units
Unplanned interruptions due to
operator responsibility in the
gas network, 2025
2024
0
2023
0
There were no unplanned interruptions due to operator
responsibility in the gas transmission network in 2025.
Target
value:
0
The renewable energy source gas entering the gas transmission
system is currently biomethane, which is imported from abroad
and produced in Lithuania. At the end of 2025, there were five
biomethane production companies in Lithuania.
0.28
TWh
AEI gas entering the system
2025
2024
0.18
2023
0.05
Target
value:
0.5
Of the 6 GW of RES capacity connected to the electricity grid, 2.9
GW is connected to the transmission grid. It should be noted that
in previous years only wind and solar power were reported, while
the indicator now shows the capacity of all RES sources.
5.9
GW
RES connected to the electricity
system
2025
2024
4.01
2023
2.59
Target
value:
5.4
Customer satisfaction surveys based on the GCSI methodology are
conducted once a year in the EPSO-G group by surveying customers of
Litgrid, Amber Grid, Baltpool and Tetas. The average score for the group's
companies was 80 points, with individual companies scoring between 73
and 86 points.
80
Points
Customer satisfaction (GCSI)
2025
2024
81
2023
79
Target
value:
≥ 80
EPSO-G MANAGEMENT REPORT FOR 2025
Contents ↑
40
4.1.3. Strategic sustainability indicators
4.2. Results by Relevant Energy Sector
4.2.1. Electricity transmission
During the period, 9.2 terawatt hours (TWh) of electricity were transmitted via high-voltage electricity transmission networks to
meet the needs of the country's population and businesses, which is 3.5% less than in the corresponding period in 2024. In 2025,
final electricity consumption in Lithuania was 12.64 TWh. This is 3% more than in 2024, when final consumption reached 12.31
TWh. With the number of consumers generating solar power increasing in the distribution network, the amount of electricity
generated and consumed locally but not transmitted to the electricity networks is also growing. Based on AB ESO's preliminary
assessment and the data provided, this internal consumption amounted to approximately 0.63 TWh in 2025, an increase of 0.1
TWh (20%) compared to 2024. Taking into account these additional consumption volumes, a total of 13.3 TWh of electricity was
consumed in Lithuania in 2025, which is 0.5 TWh (4%) more than in 2024, when 12.8 TWh of electricity was consumed (including
internal consumption by generating consumers).
The total availability of the NordBalt interconnection with Sweden and the LitPol Link interconnection with Poland in 2025 was
97.4% and 99.1%, respectively. The availability of NordBalt was most affected by scheduled annual maintenance work (120
hours). NordBalt availability was also reduced by unplanned repair work on the Swedish side (104 hours) and on the Lithuanian
side (6 hours).
2025 saw record growth in RES, with approximately 2 GW of RES facilities connected to the transmission network and starting
operations. At the same time, electricity storage facility projects were successfully developed: storage reservations reached
around 4.2 GW, and at the end of the year, commercial storage facilities with an installed capacity of 119 MW began operating.
The priority for 2026 is the significant expansion of electricity storage facilities in order to achieve 1 GW of electricity system
flexibility.
EPSO-G conducts an annual engagement survey to determine the
proportion of employees who are motivated at work. The group
aims to maintain employee engagement at a level of no less than
70%.
76
%
Employee engagement
2025
2024
71
2023
74
Target
value:
≥ 70
Over the past three years, there has been a decrease in GHG
emissions from scopes 1 and 2. More information on GHG
emissions changes can be found in the Sustainability Report,
section "E1 Climate Change".
-14
%
Change in GHG emissions
2025
2024
6.1
2023
26.1
Target
value:
25
In 2025, one accident involving a contractor's employee was
recorded on Litgrid's 110 kV overhead line. There were no fatal
accidents in 2025.
1
Units
Number of serious and fatal
accidents involving contractor
employees, 2025
2024
0
2023
0
Target
value:
0
There were no serious or fatal accidents among the group's
employees in 2025.
0
Units
Number of serious and fatal
accidents involving Group
employees in 2025.
2024
1
2023
0
Target
value:
0
EPSO-G MANAGEMENT REPORT FOR 2025
Contents ↑
41
Changes in key electricity transmission performance indicators over the last 5 years:
2025
2024
Change (2025 vs. 2024)
2023
2022
2021
+
%
Amount of electricity transmitted,
GWh
9,177
9,510
-333
-3.5
9,525
10,234
10,936
ENS (amount of electricity not
transmitted), MWh *
10.12
14.37
2.67
10.62
3.36
AIT (average transmission
interruption time), min. *
0.41
0.51
0.10
0.36
0.11
ENS (amount of electricity not
transmitted), MWh **
10.12
29.64
23.23
38.69
20.51
AIT (average transmission
interruption time), min. **
0.41
1.04
0.84
1.29
0.69
NordBalt availability, %
97.4
97.6
92.8
98.3
97.3
LitPol Link availability, % ***
-
98.0
98.2
98.3
87.5
* Only for reasons attributable to the operator (according to Litgrid's assessment).
**For all reasons (including force majeure and external influences) (according to Litgrid's assessment). NERC has set minimum electricity transmission reliability levels, which must
not exceed the following in 2022-2026: ENS - 27.251 MWh/year, AIT - 0.934 min/year).
*** From 1 January to 9 February 2025, the availability of the LitPol Link interconnector was 99.08%. Since 9 February, LitPol Link has been operating in alternating current mode,
with the interconnector's capacity to the market assessed on the basis of frequency stability in order to ensure the reliability of the Baltic countries' electricity systems. From 9
February to 31 December, the Poland-Lithuania section was available to the market 99.7% of the time, while the Lithuania-Poland section was available 100% of the time.
4.2.2. Gas transmission
Lithuania is an important gas transmission hub for both our country and neighbouring countries. In 2025, a total of 33.6 TWh of
gas was transported through the Lithuanian gas transmission system, excluding transit to Kaliningrad. This is 15% more than in
2024, when 29.2 TWh of gas was transmitted.
In 2025, the gas transmission operator transmitted 15.9 TWh of gas to Lithuanian gas consumers, which is 6% less than in 2024
(16.9 TWh). The annual decline in gas consumption was due to a significant drop in gas demand in the fertiliser production sector.
In 2024, consumption in this sector fell by more than a quarter (28.6%) – from 8 TWh to 5.7 TWh. Excluding the impact of this
sector, gas consumption in Lithuania grew by almost 14%, from 8.9 TWh to 10.1 TWh.
In 2025, 91% or 30.5 TWh of all gas transported into the system was delivered through the Klaipėda LNG terminal, the main
source of gas imports for Lithuania and other Baltic countries, compared to 81% or 23.9 TWh in 2024. The increase in imports
through the LNG terminal in Klaipėda allowed for an increase in international gas flows. A total of 12.7 TWh of gas was
transmitted to Latvia, Estonia and Finland via the gas interconnector between Lithuania and Latvia. This is 27% more than in 2024,
when gas transport volumes amounted to 10 TWh. Flows to Poland almost doubled, from 2.55 TWh to 4.97 TWh in 2025, due
to the opportunity to redirect part of the gas flows to meet the newly formed gas demand in Ukraine. Thus, total international gas
flows increased by 15.1% in 2024.
It should be noted that in 2024, the Klaipėda liquefied natural gas (LNG) terminal did not operate for the entire year, so import
volumes were reduced. In addition, the gas interconnector between Finland and Estonia was out of service for the first four months
due to a breach, and planned repairs also affected the availability of the Kiemėnai point (between Lithuania and Latvia).
In 2022, after Lithuania stopped importing russian gas, only gas destined for Kaliningrad is transported via the Lithuania-belarus
interconnector. Gas transit to Kaliningrad in 2025 amounted to 19.7 TWh, or almost 25% less than in 2024 (26.1 TWh).
In 2025, 277 GWh of biomethane was fed into the gas transmission system from Lithuanian biogas producers, which is 2.2 times
more than in 2024, when the amount of biogas fed into the gas transmission system amounted to 118 GWh.
Changes in key gas transmission performance indicators over the last 5 years:
2025
2024
Change (2025 vs.
2024)
2023
2022
2021
+
Proc
Gas volume transported to the internal delivery point,
GWh
15,901
16,947
-1,046
-6.2
14,913
15,576
24,136
Gas volume transported to neighbouring transmission
systems, GWh*
37,414
38,361
-947
-2.5
46,326
48,213
28,595
Number of unplanned gas transmission interruptions
due to operator responsibility
0
0
0
0
0
0
0
Total duration of unplanned gas transmission
interruptions due to operator responsibility, hours and
minutes.
0
0
0
0
0
0
0
* Transmission systems in Latvia, Poland and Kaliningrad.
EPSO-G MANAGEMENT REPORT FOR 2025
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42
4.2.3. Biofuel exchange
In 2025, biofuel trading volumes on the Baltpool energy exchange grew by 2.6% to reach 8.75 TWh, compared to 8.5 TWh in the
same period in 2024. The total value of transactions concluded amounted to EUR 180.7 million, which is 4% more than a year
ago.
Trading activity in Lithuania remained stable, with no significant changes in the buyer structure. The main growth was driven by
foreign markets, with the most significant impact coming from the intensified trading activities of SIA Rīgas Siltums and SIA Rigas
BioEnergija, which significantly increased their total sales volumes.
During the reporting period, the volume of transactions concluded at the heat auction reached 5.97 TWh, and the average
purchase price of heat was 3.74 ct/kWh. Compared to the same period in 2024, the volume decreased by less than 1%, while the
average purchase price remained virtually unchanged.
In 2025, the state-owned company Valstybinė miškų urėdija sold 3.05 million cubic metres of timber for EUR 194.6 million in the
electronic timber trading system. This is almost 25% less than in the same period in 2024. The average price of timber increased
by 7% and amounted to approximately EUR 64/ktm.
Changes in the most important biofuel exchange performance indicators over the last 5 years:
2025
2024
Change (2025 vs. 2024)
2023
2022
2021
+
%
Amount of biofuel sold on the
energy exchange in Lithuania,
GWh
7,025
7,001
24
0.3
6,426
6,359
5,630
Amount of biofuel sold on the
energy exchange to foreign
markets, GWh
1,729
1,528
201
13.2
1,653
397
72
4.3. Implementation of the Company's Annual Targets
Based on the strategic directions set out in the shareholder's letter of expectations and approved in the strategy, the EPSO-G
Board has set targets for the company for 2025, which are identical to the targets set for the EPSO-G CEO.
No
2025 annual target
Annual target results
Target weight, %
Weight of the achieved target, %
1
Developing future infrastructure
Synchronisation implementation
45
Expansion and optimisation
Development of an energy hub
Development of the H₂ and CO₂ ecosystem
2.
Ensuring safety and reliability
Creating flexibility and adequacy
17.5
Developing compressed air energy storage in Lithuania
Increasing the resilience of strategic infrastructure
3
Being reliable strategic partners
Development and integration of renewable energy
sources
15
Service development
4.
Enabling sustainable and effective
progress
Sustainable finance
22.5
Sustainable business development
Creating a unified identity
The head of EPSO-G is accountable to the board for the implementation of the set objectives, and
the board assesses the achievement of the objectives on an annual basis. According to the board's
assessment, 92.03% of the objectives set by EPSO-G were achieved in 2025. Some of the targets
were only partially achieved due to objective reasons, such as partners' decisions to suspend
projects, temporary suspension of investments while seeking alternative solutions, changes in
decisions regarding the course of change, etc. However, the adjusted EBITDA result did not reach
the target level: the actual result was EUR 76.7 million, compared to the planned value of EUR
76.8 million. A more detailed analysis of the implementation of all the Group's financial targets is
provided in sections 4.1.1 and 4.6 of this report.
92.03%
Achievement of 2025
annual targets
EPSO-G MANAGEMENT REPORT FOR 2025
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43
4.4. Key Projects Implemented
Disconnection from BRELL and connection to CEN
On 8 February 2025, the electricity systems of all three Baltic countries successfully disconnected from the
Russian-controlled synchronous area and began testing the isolated system. The test was completed the
following day, on 9 February. Immediately afterwards, the systems were connected to the continental
European networks.
Synchronisation with the CEN was a long-term goal for the Baltic countries, the implementation of which
allows them to separate from the centrally controlled frequency of Russia and the resulting risks of electricity
system operation. After connecting to the CEN, the Lithuanian electricity system became more secure, and
frequency management became the responsibility of the Baltic countries' electricity transmission system
operators.
Synchronisation projects
All infrastructure projects under the Synchronisation Programme will be completed in 2025, with the exception
of the Harmony Link land connection project, which was updated in 2024. At the end of the reporting period, the
construction of the Neris synchronous compensator was completed and the equipment was connected to the
transmission network. The construction of the 330 kV power transmission lines Kruonio HAE–Bitėnai and
Darbėnai–Bitėnai was completed, as well as the construction of the 330 kV power transmission line Vilnius-
Neris, the construction of the 330/110/10 kV Neris transformer substation and the 330 kV Darbėnai and Mūša
switchyards. Territorial planning and design work is being carried out for the Harmony Link interconnection
project, and tenders for long-lead equipment have been announced.
Strengthening the resilience of energy infrastructure
In view of the Russian invasion of Ukraine that began in 2022 and in response to the scale of destruction of
strategic energy infrastructure in Ukraine and the geopolitical circumstances in the region, a decision was made
to strengthen the protection of Lithuania's strategic and important energy infrastructure facilities against hybrid
threats. The programme aims to ensure the protection of the most important electricity, gas and energy storage
system infrastructure facilities managed by the Group's companies from destruction or disruption, to implement
the necessary measures for the resilience of energy systems, threat prevention and preparedness for possible
crises.
Work has begun on dismantling the interconnections b etween Lithuania and Kaliningrad and between Lithuania
and Belarus.
System Control Centre
On 20 March, a new System Control Centre equipped with the most advanced technologies was opened.
Approximately EUR 1.6 million was invested in the project, which was implemented over a year and a half.
This is an important strategic investment that strengthens the country's energy security, independence, gas
transmission reliability and resilience to extreme situations. The new system control centre is equipped with a
modern SCADA system that allows remote monitoring and control of the entire Lithuanian gas transmission
network. Continuous monitoring of gas parameters and operational network management ensure stable and
safe management of natural and green gas flows. From the system control centre, engineers can use the
SCADA system to control gas pipeline valves in real time, responding effectively to system malfunctions or
emergencies and thus reducing gas emissions into the atmosphere in the event of an accident.
NordBalt interconnector control system
In 2025, work was carried out to modernise the NordBalt interconnector control system and related
equipment. The aim is to complete the upgrade of the interconnector control system by June 2026.
EPSO-G MANAGEMENT REPORT FOR 2025
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44
4.5. Research and Development Activities
The transformation of the energy sector encourages us to tackle new challenges, improve existing processes, discover new
technologies and methods, and develop our skills in a constantly changing environment. In creating a climate-neutral energy
infrastructure and ensuring the reliable and safe operation of an integrated system, we place significant emphasis on research,
experimental development and innovation (R&D&I) activities.
In July 2025, the EPSO-G Group's R&D&I procedure was approved, which we use to implement the most innovative energy
solutions and carry out pilot projects. In cooperation with European and Lithuanian scientific institutions and businesses, we
conduct research, studies and testing, and promote a culture of innovation within the Group in order to achieve efficiency and
improvements in our activities.
In 2025, we implemented 11 innovation projects in the Group, 12 were rejected and as many as 27 new initiatives were submitted.
Currently, our innovation portfolio consists of 40 projects in progress.
Overview of the innovation project portfolio
EPSO-G MANAGEMENT REPORT FOR 2025
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45
Key R&D&I results in 2025
Nordic-Baltic Hydrogen Corridor (NBHC)
The project aims to create a green H2 transport corridor between Finland and Germany, connecting H2 production, supply and storage centres
in Finland, Sweden, Estonia, Latvia, Lithuania, Poland and Germany. The most important results of the first half of the year include:
§ the decision to launch the second phase of the feasibility study, which is scheduled to be completed in the first quarter of 2027;
§ the signing of an EU CEF financial support agreement for the co-financing of the feasibility study phase;
§ the launch of the project feasibility study phase, which examines technical, economic, regulatory and environmental aspects, and the
procurement of planned technical and economic studies.
More information on the EPSO-G Group's plans for hydrogen development can be found in section 3.2 of this report.
Creating a value chain for
CO₂
capture, utilisation and storage
AB Amber Grid is a partner in the CCS Baltic Consortium project. The project aims to establish a CO₂ capture, transport and storage system
in Lithuania and Latvia, directing it to permanent storage sites in the North Sea (local geological storage is not permitted). A preliminary
commercial and technical study conducted in 2025 showed that CO₂ transport by pipeline is a rational, long-term and economically attractive
solution. However, due to delays in testing CO2 capture technologies in 2025, a joint decision was made to postpone the conclusion of the
contract for financing the technical study on pipeline transport until 2026. Once testing of CO2 technology has been completed, decisions will
be made on the method of transport and the feasibility of a technical and economic study of pipelines.
More information on the EPSO-G Group's plans for the development of a carbon dioxide network can be found in section 3.2 of this report.
Analysis of the interaction between the green hydrogen ecosystem and the electricity sector
The analysis was conducted to assess the potential of Power-to-Gas technologies (electrolysers) to provide flexibility services to the electricity
system. The results show that, although limited, electrolysis facilities can contribute to the flexibility of the electricity system. Participation in
flexibility markets could help reduce the price of hydrogen and optimise costs, but the main revenue will remain from green hydrogen sales,
and production volumes will be geared towards end-user needs.
Dynamic transmission tariff concept
A dynamic tariff concept has been developed to encourage the development of flexible consumers and electrification. The proposed measures,
which consumers will be able to choose voluntarily, cover three main areas:
§ The dynamic energy component, linked to the electricity exchange price, will encourage consumption during periods of low prices and
reduce demand when there is a shortage of generation in the system.
§ power taxation will be linked to the permitted power (instead of the declared power), thus levelling the playing field for all consumers
and ensuring proper network development;
§ consumers will be able to choose interruptible supply and receive a lower tariff in exchange for granting the TSO the right to manage
the capacity of their facilities in emergency situations.
The necessary legislative changes are expected to be agreed in July 2026, with the tariff coming into effect on 1 January 2027.
Renewable energy source (RES) management system
With the increasing amount of RES and changes in their connection methodology, there is a risk of network overload and system imbalance.
Tools and p roce sses have b ee n d eveloped to m anag e thi s risk by coo rdinating the op eratio n of RE S i n two stages:
§ D-1 planning – the transmission network mode is automatically assessed, safe RES operating limits are set, and the possible costs of
production restrictions are shared between the TSO and network users.
§ Real-time management – an algorithm solves local (overload) and systemic (excess production) problems in real time, automatically
sets a safe operating point for RES, and human intervention is only required for confirmation.
Satellite monitoring around main gas pipelines
The project tested an automated satellite data analysis system using radar, multispectral and high-resolution optical images. It allows for the
rapid detection of changes and unauthorised activities around main gas pipelines, ensuring safe gas transmission. The project demonstrated
the benefits of satellite data for monitoring and finding effective solutions.
Distributed Acoustic Sensing (DAS) system at the NordBalt interconnector
The system installed at the NordBalt interconnector reduces the time needed to locate a cable fault by up to 70%, which can normally take
from several days to several months. With the help of DAS, an average of around €71,000 can be saved in cable fault location costs per
incident. Based on an assessment of Litgrid's losses during one NordBalt cable fault, more efficient and accurate fault location can help to
avoid losses of around €100,000. Considering the losses incurred by Litgrid during one NordBalt cable fault, more efficient and accurate fault
location can help avoid damages amounting to EUR 1 million. Distributed Acoustic Sensing (DAS) system at the NordBalt interconnector
Smart measurement of gas pipeline geometry and contamination
The innovation developed allows determining the internal diameter of the main gas pipeline, geometric anomalies, bends, ovality, unmarked
elements (elbows, tees, transitions) and assessing contamination. It uses foam plastic with an integrated smart component, which makes it
possible to perform internal diagnostics even on pipelines built using old welding technology, where this was previously impossible.
EPSO-G MANAGEMENT REPORT FOR 2025
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46
4.6. Financial Report
4.6.1. Five-year consolidated financial results
Financial indicators, million EUR
2025
2024
Change (2025 vs.
2024)
2023
2022
2021
+
%
Revenue
532.5
480.9
51.6
10.7
478.9
589.9
362.9
Operating expenses
9
504.7
436.8
67.9
15.6
442.0
636.6
318.1
EBITDA
1
70.2
85.2
-15.0
-17.7
101.3
-11.4
79.6
Adjusted EBITDA
2
76.7
73.0
3.7
5.0
59.2
63.6
65.2
EBIT
28.0
44.6
-16.6
-37.3
45.3
-46.7
44.8
Net profit
37.8
54.9
-17.1
-31.2
53.8
-42.5
39.8
Adjusted net profit
2
42.0
41.9
0.1
0.3
26.8
24.7
27.8
Cash flow from operations (FFO)
3
73.5
89.9
-16.5
-18.3
102.3
-27.7
65.0
Investments
4
211.1
236.1
-25.0
-10,6
243.1
175.2
112.2
Relative financial indicators, %
EBITDA margin
5
13.2
17.7
21.2
-1.9
21.9
EBIT margin
13
5.3
9.3
9.5
-7.9
12.3
Net profit margin
14
7.1
11.4
11.2
-7.2
11.0
ROE (last 12 months)
9.5
16.4
20.1
-17.0
15.8
Adjusted ROE (last 12 months)
10.6
12.5
10.0
9.9
11.0
ROA (last 12 months)
3.0
4.5
5.0
-3.0
4.1
Balance sheet financial indicators,
million EUR
31
December
2025
31
December
2024
31
December
2023
31
December
2022
31
December
2021
Assets
1,248.3
1,207.8
40.5
3.4
1,078.5
1,425.7
962.6
Long-term assets
960.9
802.7
158.2
19.7
756.2
709.5
651.8
Current assets
287.4
405.1
-117.7
-29.1
322.3
515.5
310.8
Ownership
433.2
361.2
72.0
19.9
307.9
227.8
271.6
Liabilities
815.1
846.6
-31.5
-3.7
770.6
1,198.0
691.0
Net debt
6
89.8
-64.9
154.7
n/a
83.5
-28.3
220.8
Working capital
12
-4.6
-73.2
68.6
n/a
-25,7
-21.5
-72.8
Relative financial indicators
Asset turnover
7
42.7
39.8
44.4
45.2
36.8
Net debt to equity ratio, %
20.7
-
27.1
-
81.3
FFO to net debt ratio
10
81.8
-
122.4
-
29.4
Net debt to EBITDA ratio
11
1.3
-
0.8
-
2.8
Net debt to adjusted EBITDA ratio
1.2
-
1.4
-
3.4
Equity to assets ratio, %
34.7
29.9
28.5
16.0
28.2
Total liquidity ratio
8
0.8
1.1
1.0
0.7
0.7
Total liquidity ratio (recalculated)
0.9
1.1
1.0
0.7
0.7
1) EBITDA = profit (loss) before tax + financial expenses – financial income + depreciation and amortisation expenses + impairment losses (including negative revaluation of fixed
assets) + write-offs
2) Adjusted income, expenses and profitability indicators are calculated due to temporary regulatory deviations from the regulated profitability approved by NERC, the result of
revaluation of fixed assets and other non-recurring gains or losses.
3) Cash flows from operations (FFO) = EBITDA + interest received - interest paid - income tax paid + operating results of associated companies
4) Investments = Acquisitions of long-term tangible assets + acquisitions of long-term intangible assets, excluding offsetting with grants received/receivable for the acquisition of
such assets + change in the balance of prepayments during the year
5) EBITDA margin = EBITDA/Revenue
6) Net debt = Long-term financial debt + Short-term financial debt + Lease obligations – Short-term investments – Term deposits – Cash and cash equivalents. The indicator also
includes deposits and bonds with a maturity of more than 3 months. It should be noted that the calculated indicator has the opposite sign (in this case, "+") to the net financial debt
indicator presented in the financial statements. In the financial statements, the company's liabilities are presented with a minus sign. This does not change the meaning of the
indicator.
7) Asset turnover = Revenue (last 12 months)/Assets
8) Current ratio = Current assets/Current liabilities. When preparing the financial statements, the long-term portion of NIB and EIB loans was temporarily classified as short-term.
Therefore, we present a recalculated indicator assuming that the portions of NIB and EIB loans temporarily transferred to the short-term portion of loans are treated as long-
term.
9) Operating expenses include depreciation expenses
10) FFO to net debt ratio = FFO (last 12 months)/net debt
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47
11) Net debt to EBITDA ratio = Net debt/EBITDA (last 12 months)
12) Working capital = inventories + contract assets + trade receivables + prepayments + taxes receivable from the budget + deferred expenses + grants receivable + income tax
paid in advance - (trade payables + dividends payable + accrued expenses and other liabilities + short-term provisions + income tax liabilities + employee-related liabilities + taxes
payable + other short-term payables and liabilities - PSO and SGD funds payable - accrued PSO and SIP – deposits received)
13) EBIT margin = EBIT/Revenue
14) Net profit margin = Net profit (loss)/Revenue
4.6.2. Revenue
In 2025, the consolidated revenue of the EPSO-G Group increased to EUR 532.5 million compared to 2024. This represents an
increase of EUR 51.6 million, or almost 11%. Revenue from regulated activities accounted for approximately 96% of the Group's
total revenue.
Revenue by segment, EUR million
2025
2024
Change (2025 vs. 2024)
+
%
Group revenue:
532.5
480.9
51.6
10.7
Litgrid
431.1
378.3
52.8
13.9
Amber Grid
69.7
74.6
-4.9
-6.5
Elimination of other and intercompany
transactions
31.7
28.0
3.7
13.4
Litgrid's revenue from electricity transmission and related services in 2025 was 14%, or EUR 52.8 million, higher than in 2024,
reaching EUR 431.1 million and accounting for almost 81% of the EPSO-G Group's total revenue. Although the amount of
electricity transmitted decreased by 3.5 % compared to 2024, transmission revenue increased by 4% to EUR 134.3 million, as
EUR 34.5 million in congestion management revenue was included in transmission revenue in 2025 to reduce the transmission
tariff. Revenue from additional services increased by 29% to EUR 180.2 million. The main reason for the change was the 28%
increase in the transmission price component for the purchase of additional services set by NERC. Balancing activity revenues
increased by 6% to EUR 108.7 million due to higher sales volumes, although the sales price decreased. Until October 2024, the
change in these revenues did not affect the Company's short-term profitability, as the regulated imbalance pricing mechanism
was applied. Until October 2024, the change in this revenue did not affect the Company's short-term profitability, as under the
regulated imbalance pricing, the revenue compensated for the costs, including the Company's internal costs, attributable to this
activity according to the regulatory accounting description. Since October 2024, when the company joined the European Manual
Activation Frequency Restoration Reserve Balancing Energy Exchange Platform (MARI), imbalance pricing has changed. Prior to
joining MARI, the neutrality component added to (subtracted from) the balancing price was calculated based on the actual
balancing trade data for the reporting month so that Litgrid's revenues would match the costs incurred. After joining MARI, the
neutrality component is determined in advance and adjusted for subsequent months using actual data from previous months, so
the difference between balancing and imbalance revenues and costs during the reporting period may be significant. In 2025,
revenues were EUR 3.2 million lower than costs, but this difference does not affect long-term profitability as it will be taken into
account in future adjustments.
In 2025, the EPSO-G Group received EUR 69.7 million for natural gas transmission and related services (EUR 4.9 million or almost
7% less than in 2024), which accounts for 13% of the EPSO-G Group's total income. Income from natural gas transmission in the
reporting period decreased by EUR compared to 2024. Revenue from natural gas transmission during the reporting period
decreased by EUR 2.3 million or 5% compared to 2024 and amounted to EUR 46.2 million. This was due to the 4% lower upper
EPSO-G MANAGEMENT REPORT FOR 2025
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48
revenue limit for transmission activities set by NERC for 2025. Revenue from natural gas balancing activities decreased by EUR
3.0 million or 23% and amounted to EUR 9.9 million due to a decrease in volume. Revenue from natural gas transmission to
Kaliningrad increased by EUR 0.5 million or 4% and amounted to EUR 13.3 million.
Other Group revenues, after eliminating intercompany transactions, remained at the same level and amounted to EUR 31.7 million
or 6% of total EPSO-G Group revenues. Compared to 2024, it increased by EUR 3.7 million, mainly due to late payment penalties
from the contractor Energy Cells.
4.6.3. Operating expenses
The Group's operating expenses in 2025 amounted to EUR 504.7 million and were EUR 67.9 million or almost 16% higher than
in 2024 (EUR 436.8 million). The most significant increase in expenses was due to additional service costs incurred by the
electricity transmission operator related to balancing reserve costs.
The largest share of operating costs was accounted for by the purchase of electricity and natural gas energy resources and related
services for technological and own needs – EUR 339.0 million or 67% of total costs. Wages and related costs amounted to EUR
61.8 million. Depreciation and amortisation costs amounted to EUR 41.1 million. Contract and subcontract work and materials
amounted to EUR 11.5 million. Network maintenance and repair amounted to EUR 12.1 million. and other expenses amounted to
EUR 39. 2 million.
Operating expenses by segment, EUR million
2025
2024
Change (2025 vs. 2024)
+
%
Group operating expenses:
504.7
436.8
67.9
15.6
Litgrid
406.7
341.0
65.7
19.3
Costs of electricity and related services
329.0
271.6
57.4
21.1
Wages
24.2
20.6
3.6
17.4
Depreciation and amortisation
23.3
22.6
0.8
3.5
IMT impairment costs
0.0
0.5
-0.5
n/a
Other
30.2
25.8
4.4
17.2
Amber Grid
67.1
63.0
4.1
6.4
Natural gas procurement costs
15.1
16.5
-1.5
-8.8
Wages
17.3
15.5
1.8
11.5
Depreciation and amortisation
14.7
14.9
-0.2
-1.8
IMT impairment costs
0.0
0.0
0.0
n/a
Other
20.0
16.1
3.9
24.7
Other segments and elimination of
intercompany transactions
30.9
33.4
-2.5
-7.3
etc. (Sub)contracted works and materials
performed by Tetas
22.7
27.0
-4.3
-15.9
EPSO-G MANAGEMENT REPORT FOR 2025
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49
Litgrid's operating costs increased by EUR 65.7 million, or 19%, and amounted to EUR 406.7 million, or 81% of the Group's
operating costs. The change was mainly due to a 44% increase in the cost of additional services (EUR 174.7 million) due to higher
frequency restoration reserve costs. The change was mainly due to a 44% increase in the cost of ancillary services (EUR 174.7
million) due to higher frequency restoration reserve costs. According to the pricing of ancillary services, the result of ancillary
services for the previous year is assessed by determining the contribution of ancillary services purchased in subsequent years,
therefore the result of this activity is zero profitability over a period of several years.
Amber Grid's operating costs increased by EUR 4.1 million or 6% and amounted to EUR 67.1 million or 13% of the Group's
operating costs. The increase in other costs was partially offset by lower costs of balancing activities due to lower volumes.
The costs of other EPSO-G Group segments remained at a similar level and amounted to EUR 30.9 million or 6% of the Group's
operating costs.
4.6.4. Operating result
The Group's earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to EUR 70.2 million in 2025.
Compared to 2024, this was EUR 15.0 million lower (EUR 85.2 million in 2024).
EBITDA margin in 2025 was 13.2%. (in 2024, the figure was 17.7%).
Financial results by segment, EUR million
2025
2024
Change (2025 vs. 2024)
+
%
Group EBITDA:
70.2
85.2
-15.0
-17.7
Litgrid
48.9
60.6
-11.7
-19.2
Amber Grid
17.3
26.5
-9.2
-34.7
Other segments and elimination of intercompany
transactions
3.9
-1.9
5.8
n/a
Group net profit (loss):
37.8
54.9
-17,1
-31.2
Litgrid
34.2
49.0
-14.8
-30.2
Amber Grid
1.4
8.3
-6.9
-83.6
Other segments and elimination of intercompany
transactions
2.2
-2.4
4.6
n/a
Litgrid's EBITDA decreased by EUR 11.7 million compared to 2024 and amounted to EUR 48.9 million. This increase was not
included in the tariff at the beginning of the year, and the deviation in the results of additional services for the current year will be
assessed when setting the tariff for subsequent years. This increase was not included in the tariff at the beginning of the year,
and the deviation in the result of additional services incurred during the current year will be assessed when determining the
additional services purchase component for subsequent years.
Amber Grid's EBITDA decreased by EUR 9.2 million or almost 35% to EUR 17.3 million. This result was due to decreased revenues
from natural gas transmission activities, increased natural gas purchase costs for own technological needs and costs related to a
one-off compensation payment to the Polish gas system operator (CBCA contribution) for the construction of the Lithuanian gas
interconnection with Poland (GIPL).
The result of eliminating other segments and intercompany transactions in 2025 was positive due to improved contract work
results and the recognition of Energy Cells late payment interest from the contractor, amounting to EUR 3.9 million.
4.6.5. Adjusted operating results
Regulated income, costs and profitability indicators are recalculated due to temporary regulatory deviations from the regulated
profitability approved by NERC. When calculating the adjusted indicators, the adjustment of income for previous periods, which
has already been approved by the NERC decision when setting the regulated prices for transmission services for the reporting
period, is assessed and the deviation between the regulated (approved by NERC) and actual profitability for the reporting period,
which will be assessed by NERC when setting transmission prices for the coming period, is taken into account, and the results of
asset revaluation and other non-recurring gains or losses are eliminated.
• Adjusted EBITDA for 2025 is EUR 76.7 million (2024 – EUR 73.0 million).
• Adjusted net profit for 2025 is EUR 42.0 million (2024 – EUR 41.9 million).
• Adjusted average return on equity (ROE) for the last twelve months: 10.6%. (2024: 12.5%)
The Group's adjusted EBITDA increased due to the higher return on investment approved by the regulator (WACC for the natural
gas transmission operator, the electricity transmission operator and the energy storage system operator increased by
approximately 0.7 p.p.) and the increased EBITDA of Tetas.
The Group's adjusted net profit remained at a similar level. The indicator was increased by factors affecting adjusted EBITDA,
which were not offset by the decline in the operating results of associated companies (TSO Holding and GET Baltic), poorer
financial results and a reduction in the income tax investment allowance applied by Litgrid.
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50
Adjusted financial results by segment, EUR
million
2025
2024
Change (2025 vs. 2024)
+
%
Group adjusted EBITDA:
76.7
73.0
3.7
5.0
Litgrid
53.0
47.6
5.4
11.6
Amber Grid
27.4
27.4
0.0
0.2
Elimination of other and intercompany
transactions
-3.8
-1.9
-1.9
n/a
Group adjusted net profit (loss):
42.0
41.9
0.1
0.3
Litgrid
37.7
34.3
3.4
10.0
Amber Grid
10.0
10.1
-0.1
-0.9
Elimination of other and intercompany
transactions
-5.7
-2.5
-3.2
n/a
Detailed adjustments for calculating adjusted EBITDA and adjusted net profit (loss) are disclosed below.
EBITDA adjustment, million EUR
2025
2024
Group EBITDA
70.2
85.2
Amber Grid
Repayment of investment return mismatch for previous periods
4.6
7.5
Payment to Poland for GIPL included in 2022 revenue
0.0
-5.5
Difference between actual and NERC-determined revenue for the current year
4.2
5.7
Actual balancing result for the current year
0.0
0.2
Difference between actual technological losses and those specified in the price for the
current year
-2.3
-9.4
Other adjustments between actual amounts for the current year and amounts set in prices
3.6
2.3
Litgrid
Refund of mismatch in return on investment in transmission activities for previous periods
21.8
13.1
Difference between actual technological losses and those included in the price for the
current year
0.0
-6.1
Other transmission activity investment return discrepancies
-2.2
-2.5
Refund of mismatches in return on investment in additional services for previous periods
-13.4
0.0
Difference in regulatory return on additional services for the current year
-2.2
-17.5
Energy cells Actual balancing result for the current year
-0.9
0.0
Impact of atypical events
-6.8
0.0
Adjusted group EBITDA
76.7*
73.0*
* Adjusted EBITDA for 2025 is calculated based on unaudited regulated activity report data, while 2024 is adjusted based on audited regulated activity report data.
**Energy cells financial indicators are adjusted from 2025 when the company starts balancing activities. Late payment interest received from the contractor is recognised as a non-
recurring event.
Adjustment of net profit (loss), million EUR
2025
2024
Group net profit (loss)
37.8
54.9
Amber Grid
EBITDA adjustment
10.1
0.9
Difference between regulatory and financial depreciation of long-term tangible assets for the
current year
0.4
0.8
Difference between actual taxes and those included in the price for the current year
-1.9
0.0
Impact of IMT assessment and atypical events
0.0
0.1
Litgrid
EBITDA adjustment
4.1
-13.0
Difference between actual taxes for the current year and those included in the price
-0,7
-1,7
Impact of IMT assessment and atypical events
0.0
0.0
Energy cells
EBITDA adjustment
-7.7
0.0
Difference between actual taxes for the current year and those included in the price
-0.1
0.0
Adjusted net profit (loss) of the group
42.0*
41.9*
* Adjusted net profit for 2025 is calculated based on unaudited regulated activity report data, while the figure for 2024 is adjusted based on audited regulated activity report data.
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51
4.6.6. Return on equity
At the end of December 2025, the return on equity (last 12 months) was 9.5%, down 6.9 percentage points compared to 2024
due to a nearly 31% decrease in net profit and an increase in average equity used as the denominator for calculating the indicator.
At the end of December 2025, the adjusted return on equity (last 12 months) decreased by 2.5 percentage points compared to
the end of 2024 decreased 10.6%. The increase in the regulatory return due to the higher rate of return on investment set by
NERC in 2025 compared to that set in 2024 was not offset by poorer financial performance (a temporary increase in Litgrid's
working capital requirements reduced the opportunities to earn additional returns from investing funds) and lower performance
of associated companies. The most significant decline in the indicator was due to an increase in average ownership.
Key financial indicators of regulated activities
2025
2024
Change (2025 vs. 2024)
+
%
RAB (at the beginning of the year), million EUR
Litgrid
382.0
348.0
34.0
9.8
Amber Grid
268.3
271.6
-3.3
-1.2
Energy cells
15.7
16.2
-0.5
-3.1
Regulatory depreciation, million EUR
Litgrid
20.3
18.8
1.5
8.0
Amber Grid
13.0
13.5
-0.5
-3.7
Energy cells
1.1
1.0
0.1
10.0
WACC (weight-averaged cost of capital)*, %
Litgrid
5.77
5.00
0.77 p.p.
Amber Grid
5.68
5.04
0.64 p.p.
Energy cells
5.69
4.97
0.72 p.p.
* The rate of return on investment set by the Council and included in the regulated prices (WACC).
4.6.7. Statement of financial position
On 31 December 2025, the Group's assets amounted to EUR 1,248.3 million, an increase of 3% or EUR 40.5 million compared to
the end of 2024. The electricity transmission operator's investments in non-current assets offset the temporary decrease in free
cash flow due to working capital requirements.
The Group's non-current assets amounted to EUR 960.9 million and accounted for 77% of the Group's total assets. Compared to
the end of 2024, non-current assets increased by 20% or EUR 158.2 million due to investments in electricity transmission
infrastructure systems and investments in the capital of Rheinmetall Defence Lietuva, UAB.
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As at 31 December 2025, non-current liabilities amounted to EUR 466.7 million, an decreased of 5% or EUR 23.0 million
compared to 31 December 2024. The decrease was due to the reclassification of EIB loans into long-term and short-term
liabilities.
Shareholders' equity increased by 20% or EUR 72.0 million compared to the end of 2024 and amounted to EUR 433.2 million due
to the net profit earned during the reporting period. The share of equity in relation to the Group's assets at the end of December
2025 was 35%. (30% at the end of 2024).
During 2025 At the end of December 2025, the Group's net financial liabilities to creditors, including lease liabilities, amounted
to EUR 201.0 million.
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53
At the end of December 2025, the Group's net financial liabilities to creditors, including lease liabilities, amounted to EUR 201.2
million. Mainly due to Litgrid's accumulated congestion revenues, cash and cash equivalents, term deposits and short-term
investments (including accrued interest) amounted to EUR 111.4 million at the end of the period. Net financial debt amounted to
EUR 89.8 million.
Net debt, million EUR
31 December 2025
31 December 2024
Change (2025 vs. 2024)
+
%
Group net debt:
89.8
-64.9
154.7
n/a
Long-term and short-term loans
190.5
165.6
24.9
15.0
Lease liabilities
10.7
11.9
-1.2
-10.1
Cash and cash equivalents, deposits, bonds
111.4
242.4
-131.0
-54.0
In the management's assessment, when analysing the net debt level for management purposes, financial debt is reduced in the
calculation formula not only by cash and cash equivalents, but also by the portion of financial assets consisting of highly liquid
and low-risk instruments, i.e. deposits with a maturity of more than 3 months or government securities of countries with high
credit ratings with a maturity of up to 360 days. The composition of the components used in the calculation of the indicator was
chosen taking into account the fact that these financial instruments can be converted into cash within a very short period of time
and without incurring any or insignificant financial losses.
4.6.8. Financing
In June 2022, EPSO-G issued a sustainability-linked bond, which is
listed on the Nasdaq Baltic Debt Securities List. As at 31 December
2025, there were 31 bondholders.
ISIN code
LT 0 0 0 0 4 06 5 3 0
Currency
Euro
Issue size
75,000,000
Coupon
3.117
Redemption date
8 June 2027
Sustainability-linked bond prospectus targets and indicators
Indicators (KPIs)
Baseline value of the indicator
Sustainability performance targets (SPTs)
KPI 1: Scope 1 and 2 GHG emissions (tCO
2
e)
using market-based methodology
2019
SPT1: 30% reduction in GHG emissions from scopes 1 and
2 (market-based method) by 2026 compared to the 2019
base year
KPI 2: Amount of non-transferred energy
(NET), MWh
No baseline values
SPT2: Amount of non-transferred electricity, which would
not exceed 136,255 MWh in the period 2022-2026
Information on the performance of the indicators set out in the sustainability-linked bond prospectus is provided in sections 4.1
and 4.2 of this report and in the Sustainability Report section "E1 Climate Change".
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As at 31 December 2025, all financial liabilities were denominated in euros. As at 31 December 2025, 71.2% of total financial
liabilities, including bonds, had a fixed interest rate, while the remaining portion of financial liabilities had a variable interest rate.
The weighted average interest rate on loans as at 31 December 2025 was 2.2% (31 December 2024 – 2.2%). The average
maturity of financial liabilities as at 31 December 2025 was 3.1 years.
4.6.9. Cash flows
37%
15%
17%
30%
1%
Structure of bondholders, per cent. (31 December 2025)
Lithuania
Latvia
Estonia
United Kingdom
Germany
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In 2025, the EPSO-G Group's cash flow from operating activities amounted to EUR 62.7 million (EUR 89.3 million in 2024). The
Group allocated EUR 226.5 million to investments in non-current assets (EUR 188.2 million in 2024). During the reporting period,
EUR 2.5 million in EU support funds was received for the financing of investment projects (EUR 86.1 million in 2024).
In 2025, Litgrid received EUR 98.9 million in congestion management revenues, which was 27% or EUR 35.8 million less than in
2024 due to lower electricity price differences between regions. These revenues are not recognised as income and do not directly
affect the company's operating results; their use is regulated by Regulation (EU) No 1370/2013 of the European Parliament and
of the Council. These revenues are not recognised as income and do not directly determine the company's operating results. Their
use is regulated by Regulation (EU) 2019/943 of the European Parliament and of the Council and the methodology approved by
the Agency for the Cooperation of Energy Regulators (ACER). Congestion management revenues are mainly used to partially
finance Litgrid's investments in increasing the capacity of interconnections. In 2025, congestion management revenues used to
reduce electricity tariffs amounted to EUR 34.5 million. Investments amounted to EUR 53.1 million (in 2024, investments
amounted to EUR 43.5 million).
In 2025, the Group repaid EUR 11.8 million in long-term loans (EUR 12.1 million in 2024). In September, EPSO-G and Swedbank
signed an agreement in Lithuania for a long-term loan of EUR 73 million. These funds will be used for investments by EPSO-G
Invest, a company belonging to the EPSO-G Group, in an artillery ammunition factory project, which will increase the country's
defence industry capabilities and contribute to national security. In September, EUR 36.8 million was received. In 2025, the group
reduced its short-term financial instruments (deposits and bonds) by EUR 80.8 million.
In 2025, EPSO-G Invest invested EUR 73.1 million in Rheinmetall Defence Lietuva, UAB. This amount was formed from
contributions by EPSO-G and Valstybės investicinis kapitalas to the equity capital of EPSO-G Invest.
4.6.10. Investments
In 2025, the EPSO-G Group's investments (long-term assets are accounted for at acquisition cost, without taking into account any
subsidies received/receivable for the acquisition of those assets) amounted to EUR 211.1 million. This was EUR 25.0 million Eur
or 11% lower than in the corresponding period of 2024 (236.1 million Eur).
Litgrid's investments amounted to EUR 187.9 million (of which 36% was allocated to the implementation of strategic and
nationally important electricity projects, and 64% to the reconstruction, expansion and maintenance of the transmission network)
and accounted for 89% of the Group's investments.
Amber Grid's investments in the reconstruction and modernisation of the main network amounted to EUR 21.8 million
(optimisation of the Jauniūnai gas compressor station (hereinafter – GCS) capacity EUR 12.5 million, restoration of main gas
pipelines based on diagnostic results EUR 1.6 million, purchase of special-purpose transport and equipment EUR 0.8 million,
upgrade of the asset management information system EUR 0.6 million, upgrade of cathodic protection systems EUR 0.5 million,
restoration of the Elektrėnai DSS EUR 0.5 million, reconstruction of the dispatch building EUR 0.6 million, gas pressure regulator
upgrade works EUR 0.1 million, optimisation of the Panevėžys DKS capacity and ensuring long-term continuity EUR 0.1 million,
etc.).
4.7. Transactions with Related Parties
On 29 June 2023, the EPSO-G Board, having assessed the amendments to the Law on Joint Stock Companies of the Republic of
Lithuania, repealed the Policy on Transactions with Related Parties. In order to ensure compliance with the requirements set out
in the aforementioned law and to ensure proper supervision and disclosure procedures for transactions with related parties by
the Group's companies, the boards of the Group's companies (Litgrid and Amber Grid) are required to seek the opinion of the
EPSO-G Audit Committee before entering into transactions with related parties that meet the criteria of the Law on Joint Stock
Companies of the Republic of Lithuania and to ensure that such transactions are disclosed in accordance with the established
procedure.
Information on related party transactions, if any, during the reporting period is disclosed in the annual financial statements.
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05
How We Make Decisions
5.1. EPSO-G's Operating System and Documents
5.2. EPSO-G Collegial Bodies and their Activities
5.3. EPSO-G Management and Responsible Persons
5.4. Risk Management System
5.5. Compliance, Anti-corruption and Conflict of Interest Management
5.6. Audit and Financial Reporting
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5. How We Make Decisions
In 2025, we manage the EPSO-G Group in accordance with the version of the EPSO-G corporate governance guidelines approved
on 29 December 2022 by the Ministry of Energy of the Republic of Lithuania, which exercises the rights and obligations of the
sole shareholder of EPSO-G. The guidelines establish corporate governance principles that apply uniformly to all EPSO-G Group
companies and regulate the governance model, management structure, and management, control and accountability system. The
guidelines set out seven key principles of corporate governance:
EPSO-G is based on good governance practices set out in the recommendations on good governance published by the
Organisation for Economic Co-operation and Development (OECD), the recommendations of the United Nations and Nasdaq
Vilnius, other internationally recognised standards and good governance recommendations, the main objective of which is to
ensure that state-owned companies are managed transparently and efficiently.
We strive to earn trust in our strategic projects and pay close attention to transparency and accountability. This is also reflected
in external assessments: the overall governance quality of the EPSO-G group received an A rating in the Management
Coordination Centre's (MCC) Good Governance Index 24/25.
5.1. EPSO-G Operating System and Documents
5.1.1. Performance Documents
EPSO-G Articles of Association
The Articles of Association were not amended in 2025 – the version of the Articles of Association of EPSO-G approved by the
decision of the Ministry of Energy on 27 February 2024, which was registered in the Register of Legal Entities on 15 March 2024,
remained in force.
The Articles of Association of EPSO-G are available on the EPSO-G website, in the Corporate Governance section.
A
Good
Governance
Index
Ratings given to the group according to MCC
dimensions:
• transparency (A+);
• strategic management (A+);
• collegial bodies (A);
• shareholder actions (A-).
The revised version of the corporate governance guidelines establishes seven key corporate governance principles:
• the principle of creating conditions for effective corporate governance, which aims to ensure that the Group is
managed and the necessary decisions are taken effectively;
• the principle of proportionality, which aims to ensure that the management methods applied by EPSO-G are
proportionate, i.e. do not create unnecessary administrative burdens;
• the principle of exercising shareholder rights, which aims to create conditions for the proper exercise of all
shareholders' rights and legitimate interests;
• the principle of stakeholder involvement, which recognises the rights and expectations of stakeholders;
• the principle of transparency, which aims to ensure that the Group's activities are organised in a transparent
manner, with appropriate disclosure of material information;
• the principle of responsibility and accountability of management bodies, which aims to ensure that management
bodies perform their functions properly and in a timely manner, actively exercise their rights and properly perform
their duties;
• the principle of integrity, which aims to ensure both vertical and horizontal integrity.
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EMPLOYEES
Selection
Equal opportunities
Ethics and Partner
ethics
Employee safety
Remuneration,
performance
evaluation, training
ASSETS
Accounting
Dividends
Treasury and Financial
Risks
Technological assets
Transport
Information technology
Information security
Data protection
Sale of shares
HARMONY AND
TRANSPARENCY
Sustainability
Environmental
protection
Anti-corruption
activities
Transparency and
communication
Procurement
Interest management
Support and
humanitarian aid
GOVERNANCE AND
ACTIVITIES
Essential terms of
transactions
Corporate governance
Planning and
monitoring
Compliance
Risk management
Internal audit
Operating policy
Good governance practices in the EPSO-G Group during the reporting period were implemented through the application and
continuous improvement of the operating policies approved by the Board, which are also followed by the Group's companies. The
EPSO-G Group's operating policies help us to implement a consistent and effective organisational management system that
enables us to successfully implement important strategic projects and create benefits for the country's people and businesses in
a transparent and efficient manner.
In order to achieve the objectives set out in the shareholder's letter of expectations, we at EPSO-G Management Company have
established basic principles and, in certain cases, specific rules at the group level in the following areas of activity:
During the reporting period, new versions of the following policies were approved: Support and Humanitarian Aid, Essential
Terms and Conditions of Transactions, Compliance Management, Technology Asset Management, Information Security, Integrated
Planning and Monitoring, Employee Remuneration, Performance Evaluation and Development, Treasury and Financial Risk
Management, Information Security Policy, Ethics and Partner Code of Ethics.
The Project Management Policy and the Guidelines for Research, Experimental Development and Innovation Activities have been
repealed, and these legal relations are now governed by legal acts approved by the head and/or function manager.
The policies or summaries thereof are available on the EPSO-G website.
5.1.2. EPSO-G management, supervision and organisational system and functions
In accordance with the provisions of the Corporate Governance Policy, the governance model of the EPSO-G group of companies
is implemented on the basis of two main management mechanisms: (i) corporate and (ii) functional management.
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Management and supervision system
The management and supervision structure of EPSO-G ensures optimal organisation of activities, accountability, process efficiency
and responsibility.
Organisational structure of EPSO-G (until 1 February 2026)
The EPSO-G Group's corporate governance document system consists of:
• EPSO-G Group corporate governance guidelines.
• The articles of association of the management company and the Group companies.
• Corporate governance policy.
• Rules of procedure of the Board of Directors.
• Audit Committee Rules of Procedure.
• Rules of procedure of the Remuneration and Appointments Committee.
• Other corporate governance documents of the Group companies.
GENERAL MEETING OF SHAREHOLDERS
Remuneration and Appointment
Committee
(R&A)
BOARD
Audit Committee
(AC)
Organisational
Development
and Culture
Division
Infrastructure
and Project
Management
Department
Development
and Innovation
Department
Finance
Department
Legal and
Corporate
Governance
Department
Business
Resilience
Department
Communications
Department
Office and
Transport Team
People and
Culture Team
Sustainability
Team
Project Manager
ePMO
Team
Technical Team
Project
Implementation
Team
IT Team
Data analytics
and
management
team
Innovation team
Planning and
Strategy Team
Financial
accounting
team
Financial
Control Team
Public
Procurement
Team
Group
Regulatory
Manager
Public
procurement
law team
Corporate Law
Team
Head of Energy
Projects Law
Risk
Management
Team
Compliance
Management
Team
Information
Security
Department
BOARD
Internal Audit
Department
CEO
Group Contract
Business
Development
Manager
Treasury Team
Syderių
Programme
Team
CEO
GROUP MANAGEMENT
COMMITTEE (GMC)
After the reporting period:
• The Business Resilience Unit is being
restructured and its functions
integrated into other units;
• The Development and Innovation Unit
is becoming the Strategy Unit with the
Sustainability and Risk Teams
attached;
• Infrastructure and Project
Management is being consolidated for
more efficient work;
• The Organisation Development and
Culture Division will strengthen its
safety and health functions.
Investment
Project Manager
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Management of functions and functional areas
In 2025, the management company EPSO-G applied a functional management model to the group's activities, based on the
functioning of functions and functional areas at the group level, which, according to international practice, creates the most value
for corporate groups. By applying this management model at EPSO-G, we:
• we focus on operational synergy, efficiency and service quality;
• allocate resources and increase competence in important areas of activity that create long-term value – strategy
development, investment management and innovation;
• we set policies for Group companies and standardise key Group processes;
• We encourage the sharing of best practices among subsidiaries and support initiatives to improve operations.
During the reporting period, we had 21 functions in the Group.
Group Management Committee
The Group Management Committee (GMC) is a collegial management body formed by a decision of the EPSO-G Board of Directors
to help ensure the overall direction of our Group, the effectiveness of its operations and smooth cooperation between Group
companies. It consists of the managers of EPSO-G and the Group companies, who jointly make decisions on the development and
empowerment of the Group's business segments, as well as the functioning (and centralisation) of functions and functional areas
at the Group level.
5.2. EPSO-G Collegial Bodies and Their Activities
5.2.1. EPSO-G general meeting of shareholders
The rights and obligations of the sole shareholder of EPSO-G are exercised by the Ministry of Energy of the Republic of Lithuania,
which makes decisions on strategic business directions and approves the most important business guidelines (corporate
governance guidelines, remuneration guidelines for collegial bodies, etc.).
In 2025, the sole shareholder of EPSO-G made the following key decisions:
Date
Significant decisions
15 April 2025
Approved the consolidated and company financial statements of EPSO-G for 2024. Approved the
decision on profit distribution.
29 April 2025
Elected civil servant Dovilė Kavaliauskienė to the Board until the end of the current term of office of the
EPSO-G Board.
25 August 2025
Approved the decision of the Board of EPSO-G UAB to increase the number of shares held by EPSO-G
UAB in EPSO-G Invest UAB, to conclude a share subscription agreement with EPSO-G Invest UAB and
to approve the essential terms of this agreement.
29 December 2025
The audit firm that will perform the 2026-2028 UAB EPSO-G's consolidated and company financial
statements prepared in accordance with international financial reporting standards adopted in the
European Union, and the consolidated management report. UAB, to perform the audit of the
consolidated and company financial statements of UAB EPSO-G for the period 2026-2028, prepared in
accordance with international financial reporting standards adopted in the European Union, and the
consolidated management report, and determined the remuneration for the audit services for the period
2026-2028.
5.2.2. EPSO-G Board and Committees
We apply the company's selection policy to all EPSO-G employees, including managers and members of collegial bodies.
Requirements corresponding to the responsibilities of each position are set for candidates:
• When forming collegiate bodies, the EPSO-G group seeks to achieve a combination of knowledge, skills and experience
among its members that enables the collegiate bodies to perform their assigned functions properly.
• We apply high standards of values, professionalism and impeccable reputation to employees at all levels, and standards of
excellent leadership skills to managers.
• The combination of the competence, leadership and professional knowledge of our employees and managers creates the
conditions for shaping a creative, progressive organisational culture within the group that is open to innovation and change.
You can find out more about EPSO-G's selection policy on the company's website.
Ensuring diversity
The EPSO-G Group's diversity policy applies to all employees and their selection, including the selection of the company's CEO
and members of the management and supervisory bodies. We apply an equal opportunities policy in the company, which defines
the key principles applied in the Group's companies to ensure that the principles of equal opportunities and non-discrimination
are observed in all areas of employment relations. We have established that the principle of equal opportunities and the
prohibition of restricting the rights of employees or granting them privileges on grounds unrelated to their professional qualities
shall be observed in all areas of employment relations, including recruitment, the validity of employment relations and their
termination. The EPSO-G equal opportunities policy is available on our website.
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At the beginning of 2025, EPSO-G took action to ensure that under-represented genders occupy at least 33% (but no more than
49%) of the positions of company management and supervisory bodies – on the board of directors, board members and
supervisory board members – by 2025. (but no more than 49%) of the positions of company director, board member and
supervisory board member – on 29 April 2025, Dovilė Kavaliauskienė was elected to the board by decision of the sole shareholder.
Information on the composition of the company’s collegial bodies by gender (GOV-1 21 e) and d))
Vai
According to the current version of the EPSO-G Articles of
Association, the Board consists of five members. Board members
are elected for a four-year term by the General Meeting of
Shareholders, to which the Board is accountable. At the request
of the general meeting of shareholders, the Remuneration and
Appointments Committee makes recommendations on the
appointment of board members.
A member of the Board may not serve as a member of the Board
for more than two full consecutive terms and, in any case, may not
serve as a member of the Board for more than 10 consecutive
years.
In 2025, we also signed up to the Diversity Charter, committing ourselves to consistently
strengthening the implementation of the principles of diversity, equality and inclusion within
the organisation and to further developing an open, respectful and trusting working
environment. We believe that different experiences and perspectives strengthen our community
and help us make the best decisions. We want every person in our organisation to feel seen,
valued and have equal opportunities to grow.
Board of Directors (5 members in total)
No employee representatives
Independent
members of the
Board
3 (60%)
Board members
nominated by
shareholders
2 (40%)
Distribution by gender
2 women
(40%)
3 men
(60%)
Remuneration and Appointment Committee
1 (50%)
1 (50%)
1 male
(50%)
Committee member
(nominated by the
shareholder)
Independent
committee member
No employee representatives
1 woman
(50%)
Distribution by gender
Audit Committee
No employee representatives
Independent
committee
members
2 (67%)
Committee member
(appointed by the
shareholder)
1 (33%)
Distribution by gender
1 woman
(33%)
2 men
(67%)
EPSO-G Board
"We ensure the strategic direction of the
entire Group, oversee strategic initiatives,
projects and risks, approve key
management principles and documents, and
ensure transparent, responsible and
effective corporate governance."
Robertas Vyšniauskas, Chairman of the Board of EPSO-G
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Board members are elected in accordance with Resolution No. 631 of the Government of the Republic of Lithuania of 17 June
2015 on 17 June 2015.
On 24 March 2023, the new EPSO-G board was elected, consisting of three independent members: Robertas Vyšniauskas, Asta
Sungailienė and Liudas Liutkevičius, as well as board members delegated by the Ministry of Energy: Dainius Bražiūnas and Tomas
Daukantas. In April 2023, independent member R. Vyšniauskas was elected Chairman of the EPSO-G Board, having served as
Chairman of the Board in the previous term since February 2022.
Independent board member A. Sungailienė resigned from her position as a member of the EPSO-G board on 27 March 2024,
Following a public selection procedure, Rasa Balevičienė was elected to the board by the sole shareholder's decision to fill the
vacant position until the end of the current board's term on 18 September 2024.
T. Daukantas, a member of the Board delegated by the Ministry of Energy, was dismissed from the Board on 20 December 2024.
On 29 April 2025, civil servant Dovilė Kavaliauskienė was elected to the Board by decision of the sole shareholder.
EPSO-G Board Competence Matrix
When electing the new EPSO-G Board for the new term, a Board competence matrix was drawn up in December 2022. A
summary of the competence matrix, revealing the main areas of competence of the Board members, is presented below.
Composition of the
Board
Competencies of shareholder-nominated
board members
Competencies of independent board members
Board member 1
Board member 2
Board member 3
Board member 4
Board member 5
Areas of competence
Implementation of
NENS and
supervision of
strategic national
energy projects
Supervision of the
energy market,
regulation and
transmission activities
Finance and
investments
Strategy and
business
development
Infrastructure and
technological
transformation
Responsibilities of the EPSO-G Board:
• formulates the overall corporate governance policy for the Group's companies;
• is responsible for the organisational and systematic development and management of the Group within its area of
competence and scope;
• approves the Group's strategy and monitors its implementation;
• supervises and controls the management of strategic projects implemented by the Group's companies that are
included in the national energy strategy, projects of special national importance, and economic projects of national
importance;
• approves the most important Group-level documents: guidelines, policies, etc.
• performs supervisory functions as provided for in the Law on Joint Stock Companies of the Republic of Lithuania.
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63
Composition of the EPSO-G Board (31 December 2025)
Independent board member since 18 September 2024.
Education:
• Vilnius University International Business School, Master's degree in Management
and Business Administration
• Baltic Institute of Corporate Governance, professional council and board member
training programme
Other positions: UAB NIUM EU (legal entity code 304548794), independent board
member
Experience
R. Balevičienė has experience in finance and investment. Previously, R. Balevičienė
held the positions of CEO and Chair of the Board at two life and non-life insurance
companies, Swedbank P&C Insurance AS and Swedbank Life Insurance SE, operating
in Lithuania, Latvia and Estonia. She also held the position of Chief Financial Officer at
AB Hansabankas and was Director of the Financial Reporting and Accounting
Department and Chief Accountant at AB Swedbank.
Rasa
Balevičienė
Independent member of the board since 24 March 2023
Education: Vilnius University, Master's degree in International Finance
Other positions:
• UAB INVL Asset Management (legal entity code 126263073) INVL Renewable
Energy Fund I, managing partner (main duties)
• UAB REFI Energy (legal entity code 306284592), Director
• VIA Lietuva, public limited company (legal entity code 188710638), member of the
board
• VIA Lietuva, a public limited company (legal entity code 188710638), member of the
audit committee
Experience:
L. Liutkevičius has experience in management and work in the energy sector as an
expert in infrastructure and technology transformation. L. Liutkevičius has managed the
Energy Distribution Operator (ESO), the former Lietuvos Dujos, and has worked in the
management teams, boards and supervisory boards of other energy supply,
transmission and distribution companies. L. Liutkevičius is currently the managing
partner of INVL Renewable Energy Fund I.
L. Liutkevičius does not hold any shares in EPSO-G group companies.
Liudas
Liutkevičius
Chairman of the Board from February 2022 to 20 March 2023 (re-elected from April
2023), independent member of the Board from 24 March 2023, as well as from 20
March 2019 to 20 March 2023).
Education: Mykolas Romeris University, Master of Law
Other positions:
• Vilnius University (legal entity code 211950810), associate professor (main duties)
• Lietuvos geležinkeliai (Lithuanian Railways) (legal entity code 110053842),
Chairman of the Board, member of the Remuneration and Appointments
Committee.
• KN Energies (legal entity code 110648893), Chairman of the Supervisory Board
• KN Energies (legal entity code 110648893), member of the Audit Committee
• KN Energies (legal entity code 110648893), member of the remuneration and
appointment committee
• UAB Vilniaus vystymo kompanija (legal entity code 120750163), member of the
audit committee
Experience:
R. Vyšniauskas has gained experience in strategy and business development issues as
a member of collegial bodies of various state-owned companies, including Lietuvos
geležinkeliai, EPSO-G and KN Energies. Until December 2024, he was the head of the
company Valstybės investicinis kapitalas. R. Vyšniauskas is also a consultant on
corporate governance, law and taxation, and an associate professor at the Vilnius
University Business School.
R. Vyšniauskas does not hold any shares in the EPSO-G group of companies.
Robertas
Vyšniauskas
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64
Attendance at board meetings in 2025
During the reporting period, 19 board meetings were held, of which 3 decisions were adopted by written vote.
No
Board member
Attendance at meetings
1
Dainius Bražiūnas
19
2
Dovilė Kavaliauskienė*
12/12
3
Robertas Vyšniauskas
19
4
Liudas Liutkevičius
19/19
5
Rasa Balevičienė
19/19
* D. Kavaliauskienė was elected to the board on 29 April 2025.
Decisions adopted by the Board in 2025
On 13 January, the updated EPSO-G Group Strategy until 2035 was approved. The EPSO-G 2025 operational
objectives, which are identical to the EPSO-G management objectives, were approved. The EPSO-G 2025 budget
was approved.
On 29 January, the Board's performance for 2024 was assessed and a plan for improving the Board's performance
in 2025 was drawn up. A decision was taken to join the Lithuanian Diversity Charter Association. The EPSO-G
Group's support and humanitarian aid policy was approved. Decisions were made on voting at the EPSO-G Invest
general meeting of shareholders. The Group-level risk list was updated.
On 28 February, the report on the implementation of the company's 2024 performance targets was approved. The
procedure for selecting a member of the board of UAB TETAS was initiated. The updated internal audit plan for
2025-2027 for the EPSO-G group of companies was approved. The report on the achievement of the 2024
objectives of the EPSO-G internal audit manager was approved.
Member of the Board since 24 March 2023, and from 20 March 2019 to 20 March
2023.
Education: Vilnius Gediminas Technical University, Bachelor of Energy Sciences
Other positions:
• Ministry of Energy of the Republic of Lithuania (legal entity code 302308327),
Head of the Energy Security Group (main duties)
• Association Koturnos (legal entity code 301684878), President
Experience:
D. Bražiūnas has many years of experience in the implementation of strategic energy
projects and state energy security policy at the Ministry of Energy, as well as working
in collegial bodies of strategic energy companies supervised by the ministry. D.
Bražiūnas is currently Head of the Energy Security Group at the Ministry of Energy.
D. Bražiūnas does not hold any shares in EPSO-G group companies.
Dainius
Bražiūnas
Member of the Board since 29 April 2025
Education
• Vilnius University, Master of Law
• Baltic Institute of Corporate Governance, corporate governance training for
representatives of the public sector
Other positions
• Ministry of Energy of the Republic of Lithuania (legal entity code 302308327),
Head of the Legal and Personnel Group (main duties)
Experience:
D. Kavaliauskienė has many years of experience in the field of law at the Ministry of
Energy. She specialises in lawmaking, human resources management, public
procurement coordination, state-owned enterprise issues, and representation in
courts and institutions. D. Kavaliauskienė is currently Head of the Legal and
Personnel Group at the Ministry of Energy.
Ms Kavaliauskienė does not hold any shares in EPSO-G group companies.
Dovilė
Kavaliauskienė
01
JANUARY
02
FEBRUARY
EPSO-G MANAGEMENT REPORT FOR 2025
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On 12 March, a decision was made on voting at the extraordinary general meeting of shareholders of EPSO-G Invest.
On 31 March, the new version of the Group's policy on material terms and conditions of transactions was approved.
The activity reports of the Audit Committee and the Remuneration and Appointment Committee were approved.
The Company's and consolidated management report for 2024 was approved, which, among other things, provides
information on the implementation of the Company's business strategy. The regular general meeting of shareholders
of EPSO-G was convened. Decisions were made on voting at the regular general meetings of shareholders of
BALTPOOL UAB, UAB TETAS and Energy cells, UAB. The 2024 report on the implementation of the EPSO-G
Group's business strategy until 2030 was approved. A decision was made on voting at the extraordinary general
meeting of shareholders of LITGRID.
On 25 April, decisions were made on voting at the regular general meetings of shareholders of AB Amber Grid,
LITGRID AB, and UAB EPSO-G Invest. The new version of the EPSO-G group of companies' compliance
management policy was approved. It was decided to invalidate the guidelines for research, experimental
development and innovation activities of the EPSO-G group of companies approved by the board. Decisions were
made on the evaluation, promotion and remuneration review of the Company's CEO.
On 16 May, a decision was made on voting at the extraordinary general meeting of shareholders of UAB EPSO-G
Invest.
On 2 June, a decision was made to appoint Dovilė Kavaliauskienė to the Remuneration and Appointment Committee
until the end of the Board's term of office. A decision was made regarding the decision of the sole shareholder of
UAB TETAS. A decision was made on the conclusion of a loan agreement with UAB TETAS. A decision was made
on voting at the ordinary general meeting of shareholders of TSO Holding AS. A decision was made on voting at the
extraordinary general meeting of shareholders of LITGRID AB. A decision was made on voting at the extraordinary
general meeting of shareholders of EPSO-G Invest. The updated list of senior and middle management positions at
EPSO-G was approved.
On 27 June, a decision was made on mutual lending and borrowing agreements between UAB EPSO-G and LITGRID
AB, AB Amber Grid, UAB TETAS, Energy cells, UAB and BALTPOOL UAB, and a loan agreement with AB Amber
Grid. A decision was made on the appointment of an internal audit manager. A new version of the EPSO-G Group
Code of Ethics was approved. A new version of the EPSO-G Group Technology Asset Management Policy was
approved.
On 1 August, a decision was made to approve the new version of the EPSO-G Board Rules of Procedure. The new
version of the EPSO-G Group of Companies Partner Code of Ethics was approved. A decision was made on the
decision of the sole shareholder of Energy Cells. The updated standard form of the EPSO-G Group company
manager's employment contract was approved.
On 19 August, an extraordinary general meeting of EPSO-G shareholders was initiated.
On 29 August, the Group's information security policy and the list of confidential and commercial (production)
secrets were approved. A decision was made on voting at the general meeting of shareholders of TSO Holding AS.
A decision was made on voting at the extraordinary general meeting of shareholders of AB Amber Grid. A decision
was made on the conclusion of a loan agreement between EPSO-G and Swedbank, AB. The new version of the
EPSO-G Group's integrated planning and monitoring policy was approved.
On 26 September, a decision was made on the adoption of a resolution by the sole shareholder of Energy cells,
UAB. A decision was made on voting at the general meeting of shareholders of BALTPOOL UAB. A decision was
made on voting at the general meeting of shareholders of LITGRID AB.
On 24 October, a decision was made to initiate the selection of a member of the EPSO-G Remuneration and
Appointment Committee and to appoint a member.
On 28 October, a decision was made to approve the updated draft strategy of the EPSO-G group of companies until
2035 and its submission to the Management Coordination Centre. A decision was made on voting at the
extraordinary general meeting of shareholders of EPSO-G Invest. The new version of the EPSO-G group of
companies' employee remuneration, performance evaluation and training policy was approved. The updated internal
audit plan for the EPSO-G group of companies for 2025-2027 was approved.
On 28 November, the monthly remuneration scales for EPSO-G group employees were approved, effective from 1
January 2026. A decision was made to appoint a member of the TSO Holding board. A decision was made on setting
mutual lending and borrowing limits for 2026. A decision was made to conclude a loan agreement with the Nordic
Investment Bank.
03
MARCH
04
APRIL
05
MAY
06
JUNE
08
AUGUST
09
SEPTEMBER
10
OCTOBER
11
NOVEMBER
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On 15 December, a decision was made to initiate an extraordinary general meeting of EPSO-G shareholders to
select an auditor for the financial statements and set the terms of payment for audit services. A decision was made
to approve the organisational structure of EPSO-G ( ), the maximum number of positions and the list of senior
management positions. A decision was made on the appointment of a member of the Remuneration and
Appointments Committee. A decision was made to initiate the selection of the board of Energy Cells. A decision was
made to repeal the EPSO-G group of companies' project management policy. A decision was made on voting at the
LITGRID general meeting of shareholders. A decision was made on voting at the extraordinary general meeting of
shareholders of BALTPOOL UAB. A decision was made on voting at the extraordinary general meeting of
shareholders of Energy Cells, UAB. EPSO-G's risk appetite for 2026 was established and the risk management
measures plan was approved. The 2026 activity plans of the Management Board, Audit Committee and
Remuneration and Appointments Committee were approved.
In accordance with the EPSO-G Articles of Association, the Remuneration
and Appointments Committee shall consist of at least three members, who
shall be appointed by the Board of Directors from among the candidates
selected by it for a term of no more than four years by a reasoned decision.
When appointing members of the Remuneration and Appointments
Committee, it shall be ensured that the committee includes at least one
independent member. The uninterrupted term of office of a member of the
Remuneration and Appointments Committee shall not exceed two
consecutive terms. The term of office of the committee shall coincide with
the term of office of the Board. Only an independent member may be the
chair of the Audit Committee.
During the reporting period, the Remuneration and Appointments
Committee consisted of: R. Vyšniauskas, Ramūnas Bagdonas (until 31
October 2025), Dovilė Kavaliauskienė (from 2 June 2025) and Liudas
Liutkevičius (from 5 November 2025 to 6 January 2026).
12
DECEMBER
EPSO-G Remuneration and Appointments Committee
“The Remuneration and Appointments
Committee ensures effective procedures
for the selection and appointment of the
Group's collegial bodies and managers,
the effectiveness of the remuneration
policy system, and provides
recommendations on corporate
governance standards, succession,
independence and diversity systems
across the Group.“
Robertas Vyšniauskas,
Chairman of the Committee
Responsibilities of the EPSO-G Remuneration and Appointment Committee:
• assists in the selection of candidates for membership of the bodies of all Group companies;
• provides recommendations to Group companies on the appointment of members of management bodies, including
sole management bodies – managers, the conclusion of contracts with them and the determination of their
remuneration;
• provides recommendations on the Group's corporate governance documents relating to the selection and
appointment of members of management bodies and senior executives, and the establishment of independence
criteria;
• provides recommendations on the succession system for managers and critical positions in Group companies;
• provides recommendations on the system for strengthening equal opportunities, inclusion and diversity within the
Group;
• etc.
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Composition of the Remuneration and Appointment Committee (31 December 2025)
Attendance at Remuneration and Appointments Committee meetings in 2025
During 2025, 19 meetings of the Remuneration and Appointments Committee were held.
No
Board member
Attendance at meetings
1
Robertas Vyšniauskas
19
2
Ramūnas Bagdonas*
16/16
3
Dovilė Kavaliauskienė*
12/12
4
Liudas Liutkevičius*
1/2
* Committee member R. Bagdonas served on the committee until 31 October 2025, committee member D. Kavaliauskienė was elected to the committee on 2 June 2025, and
committee member L. Liutkevičius served on the committee from 5 November 2025 to 6 January 2026.
Chairman and independent member of the Remuneration and Appointments
Committee since 27 September 2024. For more information about R. Vyšniauskas,
please see the description of the members of the Board.
Robertas
Vyšniauskas
Independent member of the Remuneration and Appointments Committee from 6
June 2023 to 31 October 2025.
Education
• Vytautas Magnus University, Master's degree in Business Administration and
Management
• Baltic Management Institute, Master's degree in EMBA programme
Other positions:
• Human Resources Manager at Telia Lietuva (legal entity code 121215434) (main
position)
• Founder and Chairman of the Board of the Association of Human Resource
Management Professionals (legal entity code 300563101)
Experience:
R. Bagdonas has more than 20 years of experience in various companies in the areas
of human resources, personnel management and organisational culture. R. Bagdonas
also has experience in collegial bodies of companies. He currently holds the position
of Human Resources Manager at Telia Lietuva.
R. Bagdonas does not hold any shares in EPSO-G group companies.
Ramūnas
Bagdonas
Dovilė
Kavaliauskienė
Member of the Remuneration and Appointment Committee since 2 June 2025.
For more information about D. Kavaliauskienė, please see the description of the
members of the Board.
Liudas
Liutkevičius
Independent member of the Remuneration and Appointments Committee from 5
November 2025 to 6 January 2026. For more information about L. Liutkevičius,
please refer to the list of Board members.
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In 2025, the Remuneration and Appointment Committee adopted the following key decisions and considered the following
key issues
On 13 January, the list of requirements for the selection of the head of Amber Grid was approved.
On 6 February, the report on the implementation of the Remuneration and Appointments Committee's 2024 action
plan was approved and it was decided to submit it to the EPSO-G Board for approval. The Remuneration and
Appointments Committee's activities for 2024 were evaluated and the areas for improvement in the activities of the
collegiate bodies of the EPSO-G group of companies for 2025 were approved.
On 28 February, a recommendation was submitted to the Amber Grid Board on the most suitable candidates for the
position of Amber Grid CEO.
On 18 March, the EPSO-G 2024 management report was reviewed insofar as it relates to the Remuneration and
Appointments Committee's remit. The issue of reviewing the remuneration of the Group's executives was
considered, and the review and update of the Group's financial incentives was discussed. The selection of candidates
for the Tetas Board of Directors, nominated by the parent company EPSO-G, was carried out.
On 10 April, a recommendation was made on the review of the remuneration of the Group's executives, and a
recommendation was also made to the EPSO-G Board regarding the nomination of a member of the Tetas Board by
the parent company EPSO-G.
On 7 May, the issue of reviewing and updating the Group's financial incentives was discussed, and the plan for
selecting the head of Tetas was discussed. The status of interest management, including the independence
management system for members of independent collegial bodies, within the Group was discussed. The issue of
self-assessment of the activities of the Group's managers and top-level executives was discussed.
On 21 May, the list of requirements for the selection of the head of Tetas was approved.
On 16 June, a periodic independence assessment of the members of the Remuneration and Appointment Committee
was carried out. The standard form of employment contract for Group company managers was discussed, as was
the Group's training and development strategy for managers. The selection process for the head of Litgrid was
discussed, as was the status of the selection of the head of Tetas.
On 25 June, the status of the selection process for the head of Tetas was discussed.
On 9–10 July, candidates for the position of Tetas CEO were selected and a recommendation was made to the Tetas
Board regarding the most suitable candidates for the position of Tetas CEO.
On 24 July, a recommendation was made regarding a standard employment contract for Group companies'
managers.
On 20 August, the issue of long-term financial incentives was discussed. The list of requirements for the selection
of the head of Litgrid was approved and the status of the selection process was discussed. The selection process
for the head of Energy Cells was discussed.
On 4 September, the status of the selection of the head of Litgrid was discussed. The list of requirements for the
selection of the head of Energy Cells was approved, and the status of the selection of the head of Energy Cells was
also discussed.
On 16 September, the review and update of the Group's financial incentives and changes to the Group's
remuneration policy were discussed. The plan for the selection of the head of Litgrid was discussed.
On 9 October, the updated draft of the EPSO-G Group's employee remuneration, performance appraisal and training
policy was approved. Changes to short-term financial incentives were discussed, and the status of the selection of
the heads of Energy Cells and Litgrid was discussed. The committee's calendar of regular meetings for 2026 and
the committee's activity plan for 2026 were agreed upon. On 23 October, a recommendation was submitted to the
EPSO-G board regarding the remuneration scales for the group's employees from 2026. The status of the selection
of the head of Energy Cells was discussed.
On 3-6 November, candidates for the position of Head of Energy Cells were selected and a recommendation was
made to the Energy Cells Board on the most suitable candidates for the position of Head of Energy Cells.
On 18–19 November, candidates for the position of Litgrid CEO were screened and a recommendation was made to
the Litgrid Board regarding the most suitable candidates for the position of Litgrid CEO.
On 27 November, a recommendation was made on the Group's succession planning. A standard form of employment
contract for Group employees was discussed. The performance appraisal of Group company managers was
discussed, the status of equal opportunities, inclusion and diversity in the Group was discussed, and the Group's
employee remuneration, performance appraisal and training policy report was reviewed.
01
JANUARY
02
FEBRUARY
03
MARCH
04
APRIL
05
MAY
06
JUNE
07
JULY
08
AUGUST
09
SEPTEMBER
10
OCTOBER
11
NOVEMBER
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In accordance with the EPSO-G Articles of Association, the Audit
Committee shall consist of at least three members appointed for a
term of no more than four years by the sole shareholder of EPSO-
G, taking into account the recommendations of the Remuneration
and Appointments Committee, if any. The uninterrupted term of
office of a member of the Audit Committee shall not exceed two
consecutive terms. Only an independent member may be
appointed as Chairman of the Audit Committee.
During the reporting period, two independent members served on
the Audit Committee: Rasa Balevičienė and Vytenis Lazauskas.
Audit Committee member Dainius Bražiūnas was nominated by the
Ministry of Energy.
Composition of the EPSO-G Audit Committee
Audit Committee attendance at meetings in 2025
In 2025, 14 Audit Committee meetings and 6 votes by poll were held.
No
Audit Committee member
Attendance at meetings
1
Rasa Balevičienė
14
2
Vytenis Lazauskas
14/14
3
Dainius Bražiūnas
14/14
EPSO-G Audit Committee
"The Audit Committee oversees the Group's
financial reporting and audit processes, ensures
the independence of auditors, monitors internal
control, compliance, risk management and
internal audit systems, controls non-audit
services and evaluates transactions with related
parties."
Rasa Balevičienė, Chair of the Committee
Responsibilities of the EPSO-G Audit Committee:
• supervising the preparation of the Group's financial statements and the performance of audits;
• ensures that the Group companies' auditors and audit firms comply with the principles of independence and
objectivity;
• oversees the effectiveness of the Group companies' internal control, compliance and risk management, internal audit
and operational processes;
• is responsible for controlling the provision of non-audit services by the Group companies' auditor and/or audit firm;
• evaluates transactions with related parties entered into by Group companies whose shares are traded on a regulated
market.
Chair of the Audit Committee and independent member since 23 October 2024. For
more information about R. Balevičienė, please see the description of the members of the
Board.
Rasa
Balevičienė
Independent member of the Audit Committee since 23 October 2024.
Education: Vilnius University, Master's degree in Finance
Other positions: Risk Management Director at INVL Asset Management, Member of the
Audit Committee at UAB Maxima Group
Experience:
V. Lazauskas has many years of experience in financial auditing and consulting at the
international auditing company PwC. He has been working at INVL Group since 2018:
until July 2024, he held the position of Group Finance Director, and currently holds the
position of Group Risk Management Director.
V. Lazauskas does not hold any shares in EPSO-G Group companies.
Vytenis
Lazauskas
Member of the Audit Committee since 23 October 2024. For more information about
D. Bražiūnas can be found in the description of the members of the Board.
Dainius
Bražiūnas
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Decisions adopted by the Audit Committee in 2025
On 21 January, a recommendation was made to the boards of EPSO-G group companies on the need to ensure
proper cooperation with the EPSO-G group's Internal Audit Department, as well as a recommendation to the EPSO-
G board to include priority risks in the 2025 Group-level risk list. The 2025 Audit Committee Improvement Plan was
approved.
On 21 February, the EPSO-G Group's centralised internal audit renewal plan for 2025-2027 was approved and
recommended to the EPSO-G Management Board for approval. The report on the achievement of the objectives of
the Group's internal audit manager was approved.
On 5 March, the Audit Committee approved its conclusion on the audited financial statements of Tetas for 2024.
On 12 March, the Audit Committee's conclusion on the audited financial statements of Energy Cells for 2024 was
approved.
On 14 March, the Audit Committee's conclusion on the audited financial statements of Baltpool for 2024 was
approved.
On 24 March, the Audit Committee's activity report for 2024 was approved.
On 27 March, the audited separate and consolidated financial statements of EPSO-G for 2024 were approved.
On 7 April, the Audit Committee's conclusions on Amber Grid's separate and consolidated audited financial
statements for 2024 and Litgrid's audited financial statements for 2024 were approved.
On 18 April, the new version of the EPSO-G Group's compliance management policy was approved and
recommended for approval by the EPSO-G Board. The compliance of independent members of the Audit Committee
with independence requirements was approved. The attention of the boards of EPSO-G Group companies was
drawn to the need to ensure that the recommendations made by the EPSO-G Group's Internal Audit Department
are implemented to the extent and within the time limits specified.
On 21 July, the technical specifications for the procurement of financial statement audit services for the EPSO-G
Group for 2026–2028, the minimum qualification requirements for suppliers and the criteria and methodology for
evaluating the economic efficiency of tenders, and recommended that the EPSO-G Group's Public Procurement
Commission follow the above-mentioned documents when organising the public procurement of financial statement
audit services.
On 4 August, it was recommended that the EPSO-G Management Board initiate an assessment of the adequacy of
the human resources available for the information security function of the EPSO-G Group to ensure the information
security of the EPSO-G Group.
On 22 September, the Audit Committee delivered its preliminary opinion on the impact of services on independence.
On 21 October, the annual objectives of the EPSO-G Group Internal Audit Manager were approved. It was
recommended that the EPSO-G Management Board approve the updated internal audit plan for the EPSO-G Group
Internal Audit Unit for 2025-2027.
On 21 November, the compliance of an independent member of the Audit Committee with the independence
requirements was assessed and approved. Recommendations were made to the boards of Litgrid, Baltpool, EPSO-
G and Energy Cells on setting the risk appetite for these companies for 2026 and approving risk management plans.
On 12 December, recommendations were made to the boards of Amber Grid and Tetas regarding the determination
of these companies' risk appetite for 2026 and the approval of risk management measures plans. The attention of
the EPSO-G board was drawn to the need to improve the Group's IT governance, and it was recommended that the
board of UAB EPSO-G initiate the adoption of legislation regulating the IT governance of the EPSO-G Group. The
report on the conclusions of the EPSO-G Group auditor selection procedures was approved, and it was
recommended that the EPSO-G Group's boards propose to the general meetings of shareholders that UAB KPMG
Baltics be elected to audit the financial statements for 2026–2028. The draft 2026 activity plan of the Audit
Committee was approved and recommended to the EPSO-G Board for approval.
01
JANUARY
02
FEBRUARY
03
MARCH
04
APRIL
07
JULY
08
AUGUST
09
SEPTEMBER
10
OCTOBER
11
NOVEMBER
12
DECEMBER
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5.2.2. Assessment of the activities and results of collegial bodies
In line with the guidelines approved by the Remuneration and Appointments Committee, at the beginning of 2026, the
management bodies of EPSO-G and the Group's subsidiaries, as well as the Group's committees, carried out their 2025
performance assessment. The summarised assessments of each collegial body and Group committee member were discussed at
each collegial body meeting. Areas for improvement were identified and directions for improving operational processes were set
out, with a coherent action and task plan for 2026.
The results of the self-assessment of the collegiate bodies were summarised by the EPSO-G Remuneration and Appointment
Committee. The Committee identified the following key areas for improvement for the collegiate bodies of the group as a whole
in 2026:
• EPSO-G EPSO-G group collegiate bodies' focus on geopolitical risks, cyber security and ensuring the efficiency and
competitiveness of companies (or customer interests), as well as periodic monitoring of the implementation status in these
areas.
On 30 January 2026 At its meeting, the EPSO-G Board assessed the results of the implementation of its 2025 action plan and
found that the following areas are being successfully implemented control of strategic projects (including new activities) and risk
management in them, control of physical and cyber security projects, the Group's digitalisation, and data protection. After
evaluating their activities for 2025, the members of the Board drew up a plan for improving the Board's activities in 2026, in which
they identified the following priority areas: review of the management company and the Group's corporate activity model; review
of the assumptions of the group's strategy, supervision of investments in accordance with the investment strategy, control of the
implementation of digitisation and cyber security plans.
5.3. EPSO-G Management and Responsible Persons
5.3.1 EPSO-G CEO and management team
The head of EPSO-G is appointed by the company's board of directors, taking into account the recommendations of the
Remuneration and Appointment Committee. The head of the company is accountable to the EPSO-G board of directors.
We periodically evaluate the activities of all EPSO-G collegial bodies in order to identify areas for improvement and ensure
more effective management of operational processes. These assessments help us to plan specific actions, strengthen
strategic control, sustainability, safety and digitalisation priorities, and improve cooperation between the management
bodies of the group's companies.
The powers of the EPSO-G manager do not differ from those of a company manager as set out in the Law on
Joint Stock Companies of the Republic of Lithuania, except for the additional powers provided for in the articles
of association. The EPSO-G manager:
• organises and controls the implementation of the Group's strategy, approves the action plan for the
implementation of the Group's strategy, and ensures the implementation of the Group's strategy within the limits
set by law;
• controls the activities of the Group's companies, submits proposals and conclusions to the EPSO-G Board
regarding the organisation and development of the Group's activities;
• implements the recommendations, procedures, policies, codes and other documents approved by the Board of
Directors relating to the Group's activities and functioning at EPSO-G, and takes measures within the scope of
his/her competence to ensure their implementation in the Group's companies;
• approves procedures, rules, descriptions and other Group-level documents, if the relevant areas of the Group's
activities are not regulated by Group-level documents approved by the Board or if the relevant competence is
granted to the manager in the relevant Group-level documents approved by the Board;
• etc.
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72
The top management team of EPSO-G consists of:
Head of EPSO-G since 22 August 2022
Education:
• Vilnius University, Master's degree in International Business
• Baltic Institute of Corporate Governance, professional board member training programme
Other positions:
• Member of the Board of Litgrid since 22 December 2022, re-elected for a second term on 30
April 2024.
M. Keizeris does not hold any shares in EPSO-G Group companies.
Mindaugas
Keizeris
Head of Business Resilience at EPSO-G Group from 2 August 2024 to 1 February 2026.
Education
• Mykolas Romeris University, Master of Law
A. Svobonas does not hold any shares in EPSO-G Group companies. A. Svobonas did not hold any
other positions in 2025.
Andrius
Svobonas
Finance Director of the EPSO-G group since 16 January 2023.
Education
• Vilnius University, Master's degree in Economics
• ISM University of Management and Economics, Master's degree in Management
• BI Norwegian Business School, Master's degree in Management
Other positions:
• Chairman of the Board of Tetas since 30 March 2023
• Member of the Board of Amber Grid since 30 April 2024.
D. Kašauskas does not hold any shares in EPSO-G Group companies.
Darius
Kašauskas
Head of Infrastructure and Project Management at EPSO-G Group since 9 August 2021.
Education
• Vilnius Tech – Vilnius Gediminas Technical University, Master of Engineering Informatics
• Vilnius Tech – Vilnius Gediminas Technical University, Bachelor of Environmental Engineering
Other positions:
• Member of the Board of Litgrid since 20 April 2022, Chairman since 29 December 2022, re-
elected for a second term and Chairman since 22 May 2024.
• Head of EPSO-G Invest since 18 July 2024
T. Varneckas does not hold any shares in EPSO-G group companies.
Tomas
Varneckas
Head of Legal and Corporate Governance of the EPSO-G Group since 1 January 2023.
Education:
• Vilnius University, Master of Law
• Baltic Institute of Corporate Governance, professional board member training programme
Other positions:
• Member of the Supervisory Board of Rheinmetall Defence Lietuva, UAB, since March 2025.
S. Augėnaitė does not hold any shares in EPSO-G group companies.
Simona
Augėnaitė
Head of Organisation Development and Culture at the EPSO-G Group since 24 April 2023.
Education:
• Vilnius University, Master of Law
• Vilnius University International Business School, Business Administration
• Baltic Institute of Corporate Governance, Professional Board Member Training Programme
Other positions:
• Chair of the Board of Baltpool since 24 May 2024
• Independent member of the Supervisory Board of European Mechant Bank
• Baltic Institute of Corporate Governance, Chair of the Policy Group
S. Grinevičienė does not hold any shares in the EPSO-G group.
Simona
Grinevičienė
Head of Development and Innovation at EPSO-G Group since 20 February 2023
Education
• Vilnius University, Bachelor's degree in Nuclear Physics
• Vilnius Tech – Vilnius Gediminas Technical University, Master's degree in Electrical Engineering
• Vilnius Tech – Vilnius Gediminas Technical University, Doctor of Electrical and Electronic
Engineering
• Baltic Institute of Corporate Governance, professional board member training programme
Other positions:
• Member of the Board of Amber Grid since 17 March 2023, re-elected for a second term and
Chairman of the Board since 10 May 2024
• Chairman of the Board of Energy Cells since 11 May 2023
• Member of the Council of the National Energy Association of Lithuania from 28 February 2024
to 2 February 2026.
P. Butkus does not hold any shares in EPSO-G group companies.
Paulius
Butkus
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5.3.2 Group Financial Accounting Manager and Head of Internal Audit
5.4. Risk Management System
At EPSO-G Group, we follow the Group's risk management policy and risk management methodology approved by the Board.
These documents have established a uniform risk management system based on common principles and best practices, in
accordance with the COSO ERM (Committee of Sponsoring Organisations of the Treadway Commission Enterprise Risk
Management) methodology used in international practice.
The risk management policy defines the main principles and responsibilities of our Group's risk management, helping to ensure a
unified and common risk management process for companies. This policy is available on the EPSO-G website.
The risk management policy defines the company's risk appetite – the level of risk that does not exceed the highest level of risk.
Its level (the product of probability and impact, indicating the significance of the risk to the company) is equal to or exceeds 15
points or is accepted by the EPSO-G management bodies in order to implement the planned strategy and achieve the set
operational objectives. We apply additional management measures to risks that exceed the established risk appetite.
Risk management process (stages) applied in the Group
1. Environmental assessment: based on EPSO-G's internal and external environment, planning documents, historical risk
assessment results and the implementation of risk management measures, we identify aspects that may affect the company's
failure to achieve its objectives. By periodically assessing the environment, we seek to adapt to changes and prepare in advance
for unforeseen threats.
2. Risk assessment: we regularly identify, analyse and assess EPSO-G risks, determine their key indicators and compile a list of
them. We also determine the risk appetite, according to which we prioritise the risks indicated in the risk list (taking into account
their level).
Head of Financial Accounting
With more than twenty years of experience in financial accounting and taxation, Ž.
Augutis has been the Head of Financial Accounting at EPSO-G Group since April 2019.
Before joining EPSO-G, he worked for two years as chief financial officer at the parent
company Litgrid and headed the accounting department at Lietuvos dujos (from which
Amber Grid was spun off after the separation of transmission activities). From 2017 to
2019, Ž. Augutis served as a member of the board of EPSO-G's subsidiary Tetas. Ž.
Augutis holds a master's degree in accounting and auditing from Vilnius University.
Žydrūnas
Augutis
Head of Internal Audit
She has been the head of the EPSO-G Group's internal audit department since 14 July
2025, replacing Rasa Juodelytė, who held the position until 1 July 2025. Before taking
up this position, R. Kislovskienė was responsible for state audits at the State Audit Office
of the Republic of Lithuania for eight years and, for the last nine years, for the activities
of the Internal Audit Department at the Special Investigation Service of the Republic of
Lithuania, R. Kislovskienė is also an independent member of the Audit and Risk
Committee of AB VIA Lietuva and AB Klaipėdos vanduo, as well as chair of the board of
the Internal Auditors Association. R. Kislovskienė holds a master's degree in
performance auditing from Mykolas Romeris University and also teaches internal
auditing at Mykolas Romeris University. R. Kislovskienė holds a Master's degree in
Performance Auditing from Mykolas Romeris University and also teaches internal
auditing at Mykolas Romeris University.
Rasa
Kislovskienė
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3. Development of a risk management plan: we develop an EPSO-G risk management plan for risks that exceed the risk appetite.
4. Monitoring the implementation of the risk and risk management measures plan: we continuously monitor the
implementation of the EPSO-G risk list and risk management measures plan, as well as the list of Group-level risks and their
management measures. We regularly submit the monitoring results to the EPSO-G manager, the board of directors and the audit
committee, according to their respective competences.
5. Communication and information: we regularly and promptly share information among participants in the risk management
process that has an impact on the assessment of the risks of the Group's companies and their management. We communicate
relevant information about risks and their management to EPSO-G employees through staff meetings.
5.4.1. Climate change risk assessment process
Taking into account the importance of climate change challenges in the energy sector, EU regulations (Taxonomy Regulation,
European Sustainability Reporting Standards (ESRS), etc.) related to the disclosure of climate change risks in 2023 The
assessment was carried out by the Group in accordance with the Group's analysis of climate-related financial risks and
opportunities. medium (by 2030) and long (by 2050) term periods. The assessment was carried out in accordance with the
recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We assessed physical (probability of
extreme events affecting infrastructure, buildings, offices) and transitional risks (regulatory, technological, transition)
We assessed physical (probability of extreme events affecting infrastructure, buildings, offices) and transitional risks (regulatory,
technological, reputational, market, public pressure) related to climate change and developed measures and indicators to manage
these risks.
Climate-related issues fall within a broad spectrum of sustainability topics, and we have integrated them into the Group's
decision-making process.
Climate change risk assessment process
We assessed climate risks using the scale set out in the EPSO-G Group's risk management methodology. We defined the impact
of risks as the financial impact on income. We carried out the assessment at the level of each Group company and summarised
the results in the Group analysis.
5.4.2. Key risks and their management
We identified the operational risks for 2025 in the EPSO-G Group companies, assessed them, established risk monitoring
indicators and planned risk management measures. Detailed information is available in section 5.4.3.
The Group also pays considerable attention to the management of financial risks, which is governed by the Group's publicly
disclosed Treasury and Financial Risk Management Policy. More information on credit, liquidity and interest rate risk management
is disclosed in Note 36 to the Consolidated and Company Financial Statements. During the reporting period, the Group did not
enter into any derivative financial instrument transactions to manage interest rate fluctuation risk. Further information on other
derivative financial instruments of the Group is disclosed in Note 9 to the Consolidated and Company Financial Statements.
We assess sustainability risks in the Group as an integral part of the daily activities of the EPSO-G Group and have integrated
them into the risk management process. We assess whether the risks meet the criteria specific to sustainability risks. Risks that
meet these criteria are classified as risks of the relevant sustainability area.
In the case of climate risk assessment, due to the risk management measures currently in place and adapted within the Group,
physical and transition risks are identified as medium or low risk. Recognising the importance of these risks and pursuing
sustainability goals, we pay particular attention to managing these risks, improving disclosure and integrating risk-related
opportunities into our business strategy. More detailed information on sustainability (and climate) risks is disclosed in sections
8.2.1 "Disclosure of information in accordance with the EU Taxonomy Regulation" and "E1 Climate change" of the Sustainability
Report.
1
2
3
Significance of risks
A comprehensive list of
physical and transitional
climate change risks,
adapted to the Companies'
field of activity.
Probability assessment
Based on a study by the
Lithuanian Hydrometeorological
Service (physical risk) and
expert assessment according to
IPCC scenarios (transitional
risk).
Impact assessment
Assessment of the impact of
identified significant and
probable physical and
transitional risks, understood
as approximate financial
costs.
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Group risk map
Risk level change
trends:
Risk level (RL) assessment
scale:
Increasing
Unchanged
Decreasing
Very high
20
High
15
Moderate
10
Low
5
Very low
0
USA
Risk of strategic project delays
USA
Risk of regulatory changes
Risk of disruption to systems used in
core operations
US
Risk of non-compliance with employee
safety requirements
USA
Cyber and physical security risk
Risk of failure to implement the budget
of the Group companies
USA
Risk of failure to achieve GHG emission
reduction targets
USA
Risk of failure to achieve defence
industry project targets
Probability
5
4
3
2
1
1
2
3
4
5
ESG – environmental, social and governance
Impact
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5.4.3. Detailed description of group risks
Risk level
Risk factors
External – technological
Internal – processes
Impact of risk
On finances, reputation,
business continuity
US type
Governance
Risk area
Project management
Risk description
EPSO-G implements complex, large-
scale projects set out in national
strategic planning documents, which
are crucial for the development of
Lithuania's energy system, the
smooth integration of renewable
energy sources, and the creation of
additional opportunities for market
participants to choose climate-
neutral energy. Delays in state and
Group projects have a negative
impact on the achievement of the
company's and/or strategic
objectives.
Management measures
• EPSO-G Group companies, together with the
Group's PMO (Project Management Officer),
monitor and control state projects.
• We apply continuous (passive and active)
control measures – automated monitoring of
state and Group project reports and KPIs, active
involvement in risk management and problem
solving.
• Our companies, together with the Group's PMO,
participate in programme, project team and
project implementer and contractor meetings,
joint problem solving and risk assessment.
• We conduct project process audits, during which
we review risks, problems, benefits, schedules,
and compliance with approved processes in
detail.
Risk level
Risk factors
External – economic, political
Internal – personnel
Impact of risk
Finances, reputation, business
continuity
US type
Governance
Risk area
Regulation
Risk description
The prices of electricity and natural
gas transmission and related services
are regulated, with price and/or
revenue caps set by NERC. These
decisions have a direct impact on the
operating results of our group
companies and the funds allocated to
cover necessary operating costs and
investments to maintain the
reliability of the transmission
network, as well as the ability to
finance strategic projects from own
or borrowed funds.
Management measures
• In order to achieve clear and consistent
regulation that would not have a negative
impact on operating results, our companies
actively communicate with NERC, participates in
discussions on draft legislative amendments,
and provides comments on their improvement,
arguing the impact of future decisions and the
importance of long-term strategic corporate
goals. Proactive cooperation with NERC will be
particularly important when coordinating
solutions related to the costs of climate
neutrality activities.
1. Risk of strategic project delays
2. Risk of regulatory changes
VERY HIGH
HIGH
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Risk level
Risk factors
External – political,
technological
Internal – personnel,
infrastructure
Impact of risk
Finances, reputation, business
continuity
US type
-
Risk area
Electricity and natural gas
system management
Transmission system asset
management
Risk description
One of the most important functions
and responsibilities of our Group
companies is to ensure the safe,
reliable and efficient operation of
natural gas and electricity
transmission systems. In managing
technological risk, we seek to avoid
operational disruptions and
disconnections of natural gas or
electricity to consumers.
Management measures
• In order to ensure the reliable operation of
transmission systems, we implement specialised
information systems and modern business
management systems in the Group's companies,
continuously update our plans for the
elimination of accidents and technological
disruptions, emergency management and
business continuity, and set high requirements
for contractors.
• In order to avoid disruptions in the operation of
transmission systems, we continuously monitor
the systems, draw up maintenance plans
accordingly and plan the necessary new
investments in network upgrades in a timely
manner.
Risk level
Risk factors
Internal – personnel
Impact of risk
Human health, finances,
reputation
US type
Social responsibility
Risk area
Employee safety
Risk description
We pay great attention to
occupational safety at the Group's
companies. Taking into account the
applicable and most relevant
occupational safety requirements
and the current implementation
situation, there is a risk that
occupational safety and health (OSH)
requirements will be violated.
Control measures
• We set up proper workplaces and do timely
maintenance and checks on systems, equipment,
and work tools.
• We have approved internal documents
regulating employee safety and health.
• We provide training, certification and instruction
for employees on safety and health issues.
• We carry out continuous control and supervision
of the implementation of OHS requirements by
employees and contractors.
4. Risk of non-compliance with employee safety requirements
3. Risk of disruption to systems used in core activities
VERY HIGH
HIGH
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Risk level
Risk factors
External – technological
Internal – personnel
Impact of risk
Finances, reputation, business
continuity
US type
Governance
Risk area
Information security
Risk description
The information and data we manage
are of strategic importance to
Lithuania's security. Therefore, the
loss, unlawful alteration or
disclosure of such information and/or
data, damage to it or disruption of
the systems necessary for secure
data transmission may cause
disruption to the activities of the
EPSO-G group of companies and
cause damage to other natural and
legal persons.
Control measures
• In order to prevent cyber incidents, we regularly
assess the information systems, physical
security and security management systems of
the EPSO-G group companies, constantly
update existing security measures, systems
and/or tools, and implement new ones (in
accordance with the strict requirements set out
in EU and Lithuanian legislation regulating
information security).
• Our employees actively participate in cyber
security exercises, during which they learn how
to manage and counter cyber incidents targeting
critical information systems and networks and
how to ensure the functioning of the services
they provide.
Risk level
Risk factors
External – economic
Internal – processes,
personnel
Impact of risk
Finances, reputation
US type
-
Risk area
Financial management
Risk description
There is a risk that our Group
companies will not meet their budget
or financial plan, which will have a
negative impact on the ability of
specific companies and EPSO-G as a
Group to meet their obligations and
covenants and other financial
commitments, as well as to pay
dividends.
Management measures
• Control of financial results (monitoring by EPSO-
G and boards) is part of the integrated planning
and monitoring policy.
• In the case of regulated activities, we provide
comments and proposals on decisions related to
cost recognition and methodology changes, and
formulate a common position for the Group.
• In the case of non-regulated activities, we
review and amend the business plan as
necessary.
5. Cyber and physical security risks
6. Risk of non-implementation of the Group companies' budget
MEDIUM
HIGH
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Risk level
Risk factors
Internal – processes,
personnel
Impact of risk
Environmental, reputation,
financial
US type
Environmental
Risk area
Environmental
Sustainability development
Risk description
Due to untimely or inaccurate
collection and reporting of
sustainability-related indicators,
inaccurate calculation of GHG
emissions generated by the Group's
activities, or delays in submitting
reports on the fulfilment of
obligations to institutional investors,
sanctions may be imposed by the
regulatory authorities supervising the
stock exchange, and financial
penalties may be imposed for failure
to fulfil obligations to investors.
There is also a risk that if the
regulator does not approve the
necessary investments in measures
to reduce environmental impact
(GHG emissions) due to regulatory
restrictions or economic unviability,
our long-term strategic goals and
commitments (sustainability
indicators) related to the bonds
issued will not be achieved.
Management measures
• We have provided Group companies with a list
of environmental, social and governance (ESG)
indicators to be collected. We are also
implementing additional measures – we are
developing an ESG system (IT solution) for the
timely collection of sustainability-related
indicators.
• We have obliged the Group's companies to
prepare and implement economically sound
environmental impact reduction plans and
related measures.
Risk level
Risk factors
External – technological
Impact of risk
Finances, reputation
US type
Governance
Risk area
Strategic
Risk description
We participate in national security
and defence industry projects,
contributing to strengthening the
country's resilience and
independence.
There is a risk that, due to external
factors, the implementation of a
project in the defence industry will
not meet expectations.
Management measures
• We maintain dialogue with our partner.
• We monitor applicable legislation to avoid any
significant negative impact on the company's
activities.
7. Risk of not achieving GHG emission reduction targets
8. Risk of not achieving the objectives of the defence industry project
MEDIUM
MEDIUM
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5.5. Compliance, Anti-corruption Activities and Conflict of Interest Management
5.5.1. Compliance management
Our group operates a compliance management system based on a three-line defence model and a risk-based approach.
The objectives of the Group's compliance management system are:
Compliance activities within our Group are governed by the Compliance Management Policy. On 25 April 2025, the EPSO-G Board
approved a new version of the Compliance Management Policy, which established a three-year compliance management
programme and the preparation of annual compliance management plans for the Group's companies. This policy clarifies and
supplements the main compliance management processes and specifies the responsibilities of the entities involved in compliance
management.
In 2025, we implemented the planned actions of the Group's Compliance Management Programme for 2025–2027. We organised
training for compliance management experts to raise their level of expertise in the field of compliance management. To ensure
more effective management of compliance-related information, we introduced a Group-wide Compliance Management Register.
We improved the monitoring of external legislation applicable to Group companies – we compiled lists of such external legislation,
prepared internal legislation regulating the monitoring of this legislation, and assigned persons responsible for monitoring. We
continued to strengthen the area of personal data protection – we prepared interactive personal data protection training courses
and approved a common form for recording personal data processing activities for Group companies.
5.5.2. Anti-corruption activities
At EPSO-G Group, our business decisions are based on the principles of objectivity, impartiality, openness, accountability and the
rule of law, as well as the Group's policy of zero tolerance for corruption and any behaviour related to corruption. We strive to
create a transparent and trust-based Group, therefore we continuously assess corruption risks and implement measures to
manage these risks. Our Group's anti-corruption activities are based on the international standard ISO 37001:2016 "Anti-bribery
management systems. Requirements and guidance for use" and the following measures, which we apply in the Group's
companies:
• to protect our Group companies
from financial or reputational
damage that may arise from
conduct that does not comply
with internal and external
requirements
• to manage compliance risks,
reduce their impact and
likelihood of occurrence
• to promote a culture of
compliance (to encourage our
employees to work in
accordance with established
requirements and to base their
application on our values)
- Significant non-conformities identified during compliance audits conducted at Group
companies in 2025
0
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In 2025, as every year, we assessed the potential risks related to corruption in the Group's companies in accordance with the
Group's risk management policy and methodology. Following the assessment, we identified the following corruption-related risks
in the Group's companies:
We planned management actions for the identified risks, which we assessed periodically, once a quarter. We reviewed risk levels
and key risk indicators once a month.
In 2025, we set the following key anti-corruption objectives for the Group's companies:
a) to review and update internal legislation governing the Trust Line;
b) ensure that provisions on reporting additional activities are included in internal legal acts.
In 2024, three Group companies – Litgrid, Amber Grid and EPSO-G – were issued certificates by an international management
system certification body confirming that the anti-corruption management systems implemented in these companies comply with
the requirements of the aforementioned standard. In 2025, surveillance audits of the issued certificates were carried out at the
companies to verify that the anti-corruption management system implemented complies with the standard. The anti-corruption
management systems of these companies were found to be effective.
In 2025, as every year, we conducted an anti-corruption culture survey among the employees of the Group's companies. The
number of employees participating in the survey remained similar to previous years (465 in 2025, 456 in 2024, and 465 in 2023).
The results of the main survey questions have been consistently positive for several years in a row.
Results of the survey on the tolerance of corruption among the Group's employees
The main anti-corruption indicators and information about the Trust Line are provided in section 8.4 of the Sustainability Report
on governance. More information about the EPSO-G Group's anti-corruption policy is available on the EPSO-G website.
5.5.3. Anti-corruption activities abroad and with foreign entities
EPSO-G's anti-corruption activities are focused on managing corruption risks in Lithuania and abroad. Company employees who
cooperate with foreign officials or operate in foreign countries must base their activities on the zero tolerance for corruption and
other anti-corruption principles set out in the anti-corruption policy. The anti-corruption policy of the EPSO-G group of companies
is available on the EPSO-G website.
5.5.4. Management of conflicts of interest
The EPSO-G Group's governance system encourages Group company employees and members of collegial bodies to avoid
conflicts of interest and ensures a transparent and effective mechanism for disclosing conflicts of interest. The Group has an
integrated model for declaring private interests, as defined in the policy on managing conflicts of interest among employees and
members of collegial bodies. Under this model, all private interests of the Group's employees and members of collegial bodies
are disclosed in an internal declaration form established by the Group and, where applicable to their duties and functions, in the
PINREG Private Interest Disclosure Register. More information about the EPSO-G interest management policy is available on the
EPSO-G website.
The Group actively monitors, controls and supervises private interests – we assess potential conflicts of interest during the
application process, review declarations and analyse the data provided therein, and provide recommendations on how to manage
potential conflicts of interest and on which actions and/or decisions must be recused from.
In implementing the interest management policy for employees and members of collegial bodies and in order to ensure the proper
functioning of the conflict of interest management system, in 2025, we prepared a description of the Group's interest management
procedure, in which we established a uniform implementation of the conflict of interest management system in the Group's
companies.
• Risk of corruption-related violations;
• Risk of improper management of conflicts of interest;
• Risk of hiring persons who do not meet legal requirements.
96%
Group employees who have not
encountered corruption at work
94%
Group employees who say they know where
to report cases of corruption
In 2025, no cases of bribery of officials, corruption or other manifestations of corruption abroad or in Lithuania
were identified in EPSO-G or the Group's companies when concluding international business transactions.
0
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At the end of the reporting period:
• Members of collegial management bodies and heads of Group companies have not acquired shares in EPSO-G Group
companies, with the exception of Nemunas Biknius, head of Amber Grid, who holds 0.001055% of Amber Grid shares. The
number of shares he held remained unchanged during the reporting period.
• The declarations of private interests of all members of the Group's collegial bodies and heads of Group companies are
submitted and published in the private interests register (PINREG) on the website of the Chief Official Ethics Commission and
at www.epsog.lt.
• We have not identified any potential conflicts of interest between the duties of members of collegial management bodies and
managers of Group companies to the EPSO-G Group and their private interests and/or other duties.
• Members of collegial management bodies and managers of Group companies had no family ties with each other.
• Members of collegial management bodies and managers of Group companies had not been convicted of any criminal offences,
no regulatory authority had brought charges against them or imposed sanctions on them in the last five years, and no court
had prohibited them from performing the duties of a member of the company's administrative, management or supervisory
bodies or from performing managerial duties or managing the affairs of any issuer.
• EPSO-G has not entered into any transactions with the above persons that are not related to the company's core business or
that have not been duly reported to EPSO-G's collegial management bodies and approved by them.
5.6. Audit and Financial Reporting
5.6.1. Information on internal audit
The goal of EPSO-G's internal audit is to create added value for all
Group companies and contribute to the achievement of their
operational goals by systematically and comprehensively assessing the
effectiveness of management, risk management and control processes.
We perform these functions by carrying out independent and objective
assurance and consulting activities.
Since 2017, the EPSO-G group of companies has had a centralised
internal audit function at group level. This creates conditions for a more
rational distribution of audit resources and competencies and the
consistent application of uniform audit and accountability principles.
The internal audit department of the EPSO-G group of companies
reports directly to the EPSO-G board, which is composed mainly of
independent members, and the auditors are not subordinate to the
management of the audited company. The effectiveness of internal
audit activities is monitored by the Audit Committee. This helps to
ensure the independence and objectivity of the internal audit.
Assurance activities
In performing their duties, the division's employees conduct internal audits on a planned basis and regularly monitor the
implementation of internal audit recommendations and the impact of the actions taken. Internal audit conclusions with
recommendations for areas for improvement are submitted to the management of the audited companies, the boards of the Group
companies, the EPSO-G board and the Audit Committee.
In 2025, the activities of the Internal Audit Division covered the following areas, which were selected based on a risk assessment
and the identification of priority companies and processes to be audited, as well as taking into account the recommendations of
the Audit Committee and the EPSO-G Board:
• Procurement and contract management
• Ensuring the compliance of equipment installed in the network
• Management of the connection process for renewable energy producers
• Planning and management of investments in the transmission network and information systems
The results of monitoring the implementation of the 2025 recommendations show progress and cooperation between the
management teams of the audited companies in strengthening corporate governance, risk management and internal control.
Consulting activities
We assessed the effectiveness of the internal control system in all Group companies, identifying the strengths and weaknesses
of the system, discussing them with the management boards of the respective companies and planning actions to strengthen
internal control. We assess the overall effectiveness of the internal control system as strong.
"Our internal audit is not just about
checks, but also about helping to make
better decisions, strengthening
management and ensuring that every
company in the Group operates even
more smoothly."
Rasa Kislovskienė,
Head of Internal Audit at EPSO-G
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5.6.2. Information on external audit
In 2026, Amber Grid, a company of the EPSO-G Group, conducted a joint public procurement of financial statement audit services
for the Group's companies for 2026-2028 through a negotiated tender. Based on the results of the public procurement of audit
services, the bid submitted by KPMG Baltics, UAB was selected as the winner.
The EPSO-G audit committee, having evaluated the results of the audit firm selection procedure, decided to recommend to the boards
of the Group companies that they propose to their general meetings of shareholders to elect KPMG Baltics, UAB, to audit the financial
statements for 2026–2028, paying the price for audit services specified in the offer of this audit firm.
The general meetings of shareholders of the Group companies decided to elect KPMG Baltics, UAB as the audit firm for the 2026–
2028 financial statements and to set the annual remuneration for the audit services of the financial and related reports specified in
the audit firm's proposal.
Information about the external audit firms of EPSO-G group companies and the prices of their audit services
Company
Company that audited
the 2025 financial
statements
Audit firm's remuneration
for the audit of the 2025
financial statements, EUR
(excluding VAT)
Company that audited the
2024 financial statements
Audit firm's
remuneration for the
audit of the 2024
financial statements,
EUR (excluding VAT)
EPSO-G
UAB Pricewaterhouse
Coopers
105,000
UAB Pricewaterhouse
Coopers
100,000
Litgrid
85,000
85,000
Amber Grid
75,000
75,000
Baltpool
19,000
19,000
Tetas
33,000
32,000
Energy cells
17,000
17,000
PricewaterhouseCoopers provided non-audit services to EPSO-G group companies in the amount of EUR 75,746 in 2025 and EUR
64,950 in 2024. Non-audit services included financial assurance services for banks, sustainable performance observation services,
and regulated activity report verification services. The services were purchased in accordance with the EPSO-G group of companies'
policy on the purchase of non-audit services from an audit firm or any network to which the audit firm belongs.
5.7. Shareholders
The sole shareholder of EPSO-G is the Republic of Lithuania (holding 100% of shares), whose property and non-property rights are
exercised by the Ministry of Energy of the Republic of Lithuania, represented by the Minister of Energy of the Republic of Lithuania,
in accordance with point 2.3 of Resolution No. 826 of the Government of the Republic of Lithuania of 4 July 2012 "On the
Establishment of a Closed Joint-Stock Company and Investment of State Property", are exercised by the Ministry of Energy of the
Republic of Lithuania, represented by the Minister of Energy of the Republic of Lithuania.
There were no changes in the shareholder structure of EPSO-G in 2025.
On 31 December 2025, the authorised capital of EPSO-G was EUR 189,631,000.
Company shareholder
Number of
shares
Nominal value of shares,
EUR
Share capital,
EUR
Controlled share of
capital
Republic of Lithuania, represented by the
Ministry of Energy of the Republic of
Lithuania
653,900,000
0.29
189,631,000
100
EPSO-G shares are not subject to any restrictions on the transfer of securities other than those provided for in legislation. Neither
EPSO-G nor any of the Group's companies have issued convertible securities. EPSO-G has not acquired any of its own shares. During
the reporting period, EPSO-G did not acquire or transfer any of its shares. The Company's subsidiaries have also not acquired any
shares in the Company. EPSO-G shareholders do not have any special control rights other than those provided for in the laws of the
Republic of Lithuania.
The shares of Litgrid and Amber Grid, which are subsidiaries of EPSO-G, are traded on the Nasdaq Vilnius stock exchange.
Company
ISIN code
VP abbreviation
Trading list
Securities manager
LITGRID AB
LT0000128415
LGD1L
BALTIC SECONDARY LIST
AB SEB Bank
AB Amber Grid
LT0000128696
AMG1L
BALTIC SECONDARY LIST
AB SEB Bank
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In June 2022, EPSO-G issued sustainability-linked bonds, which are listed on the Nasdaq Baltic Debt Securities List.
The securities of other companies managed by EPSO-G are not traded on the stock exchange.
5.7.1. Dividend policy
EPSO-G's dividend policy, which regulates the determination of dividend amounts, their payment and announcement for all
companies within the Group, sets clear guidelines for existing and potential shareholders on the expected return on equity and
investment, while ensuring sustainable long-term growth in the value of the companies, the timely implementation of strategic
projects important to the country, and the targeted strengthening of confidence in the entire Group of energy transmission and
exchange companies.
EPSO-G's dividend policy directly links the amount of dividends payable to the efficiency of the company's use of equity capital –
the greater the benefit the company creates for its shareholders, the greater the share of profits it can allocate to further
development or the implementation of other important projects.
The dividend policy is published on the EPSO-G website.
5.7.2. Dividends
In accordance with Resolution No. 208 of the Government of the Republic of Lithuania of 29 March 2023 "On dividends paid by
UAB EPSO-G for shares owned by the state", EPSO-G must pay dividends amounting to 0.5% of its distributed profit directly to
the state budget until 2026, provided that the conditions set out in the resolution are met.
Based on the Resolution of the Government of the Republic of Lithuania, EPSO-G paid EUR 392 thousand in dividends directly to
the state budget for 2024 (EUR 196 thousand for 2023), while ensuring a more sustainable financial position for the group.
5.7.3. Legal disputes and uncertainties
Information on legal disputes and uncertainties is disclosed in section 12.6 of the consolidated and separate financial statements.
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6. Our Employees and Remuneration Policy
6.1. Employees and their Composition
At EPSO-G Group, we base our activities on openness, responsibility and reliability – values that help us build a harmonious,
professional and future-ready organisation. Our people are our greatest strength: their competence, initiative and determination
to make a difference contribute every day to the country's energy independence and the development of sustainable infrastructure.
In their work, EPSO-G Group employees are guided by core values: openness, responsibility and reliability. You can find out more
about EPSO-G's values in section 3.1 of this report.
We strive to ensure that every employee finds meaning in their work, has opportunities for growth and feels a sense of partnership
with the organisation. We invest in continuous learning, strengthening leadership, an enabling culture and modern work tools.
The 2025 employee engagement survey confirmed that EPSO-G has a high level of employee engagement, strong interpersonal
relationships and a trust-based working environment that encourages cooperation and the pursuit of common goals. These results
show that employees value the organisation's culture and internal communication and feel empowered to contribute to the Group's
goals.
By creating an inclusive, united and progressive
environment, we empower our people to pursue not only
the organisation's goals, but also the energy future goals
of the entire country. We manage our resources and
salary budget responsibly, ensuring fair, competence-
and results-based remuneration and additional
incentives for achieving ambitious goals.
More information about employee performance
evaluation and its processes can be found in section 8.3
of the Sustainability Report.
"After evaluating the results of the 2025 employee
engagement survey, we see a clear signal – our
people feel a sense of purpose in creating value for
the organisation and for Lithuania. This obliges us to
consistently strengthen the environment in which it is
good to work and grow."
Edita Znutienė, Head of People and Culture at EPSO G
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6.1.1. Information on the number of employees and their positions
The number of employees in the graph and in the tables and text below is presented as a list (not in full-time equivalents) until
31 December 2025. The number of employees in the chart and other parts of this report is presented as a headcount (not full-
time equivalents) as of December 31, 2025. This means all employees employed under employment contracts at the end of the
reporting period, regardless of their full-time equivalent. The figure includes employees who are temporarily absent (e.g., due to
pregnancy and childbirth, paternity, childcare, illness, military service, or other leave), as well as interns with employment
contracts.
EPSO-G Invest was established on 18 July 2024.
All employees were hired in Lithuania; there are no employees hired abroad. We forecast that the number of employees will grow
by more than 20% over the next 10 years. We hope that in the long term we will attract not only Lithuanian but also international
experts to our team, so the geographical location of the organisation is likely to expand.
On 31 December 2025, the distribution of all EPSO-G group employees by job category will be as follows: 7 company
managers, 28 top-level managers, 155 middle and primary-level managers, 282 workers, 932 expert specialists (the largest
group).
Company managers, 7
Top-level managers, 28
Middle and junior managers, 155
Experts and specialists, 932
Workers, 282
Breakdown of EPSO-G staff by function group on 31 December 2025
Our team is expected to grow by 20% over the next 10 years
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6.1.2. Information about the composition of employees
The situation was similar in 2025 – 60% of employees were in the 30–50 age group. Employees over 50 accounted for 29% of
the workforce, while those under 30 accounted for 11%. In 2024, 61% of employees were in the 30-50 age group, 28% were
aged 50 and over, and 11% were under 30.
The distribution of employees by age is determined by the high qualifications required for most jobs, so at EPSO-G we strive to
retain professionals in our fields by providing them with favourable and motivating working conditions until retirement. We
actively cooperate with educational institutions and seek to attract young specialists to the energy sector and careers in it, ensuring
the succession of employees in various fields.
Number of employees by length of service
On 31 December 2025, the distribution of all EPSO-G Group employees by length of service was as follows: 57% of employees
(811) had up to 5 years of service, 20% of employees (277) had 5-9 years of service, and 18% of employees (247) had 10-19
years of service. The remaining employees fall into the long service groups: 3% of employees (38) had 20-29 years of service and
2% of employees (31) had more than 30 years of service. These indicators have not changed significantly compared to previous
years, and the distribution by length of service in the EPSO-G group remains stable.
11%, Up to 29 years old
30%,30-39
30%,40-49
19%,50-59
10%,Over 60
Distribution of employees by age group as of 31 December 2025.
57%,Working up to 5 years
20%,Working for 5-9 years
18%,Working 10-19 years
3%,Working 20-29 years
2%,Working for more than 30
years
Distribution of employees by length of service as at 31 December 2025.
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Distribution of employees by education
At the end of 2025, the majority of employees in the EPSO-G group (76%, or 1,065 employees) had higher education, 10 % of
employees (139) had secondary education, and 8% of employees (112) had vocational education. (1,065) had higher education,
10% of employees (139) had secondary education, 8% of employees (112) had vocational education and the smallest group, 6%
of employees (88), had higher education.
Breakdown of employees by gender
On 31 December 2025, 27% (375) of employees in the EPSO-G group were women, while 73% (1,029) were men. Compared to
the previous year, the proportion of women increased by 3%, while at the end of 2024 there were 24% women and 76% men.
This gender distribution of employees is due to the specific nature of our Group's activities, where the majority of employees must
have an engineering education and/or qualifications, and historically, women in the Lithuanian labour market are less likely to
choose to study engineering. Accordingly, the gender distribution of employees in the EPSO-G group of companies reflects the
situation in the labour market for companies in this sector.
More information about the Group's employees, including more detailed information on the distribution of employees by gender,
is provided in Section 8.3 of the Sustainability Report, under the heading "Our Workforce".
High,
76%
Had high education,
6%
Secondary,
10%
Vocational,
8%
Distribution of employees by education level as at 31 December 2025
Women, 27%
Men, 73%
Distribution by gender on 31 December 2025
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6.2. Remuneration Policy and Monitoring
The EPSO-G Board of Directors is responsible for developing and supervising the implementation of the remuneration policy. In
order to ensure the proper formulation and monitoring of the remuneration policy and the management of the remuneration fund,
a three-member Remuneration and Appointments Committee, composed of a majority of independent members, has been
established and is operating within the EPSO-G group of companies. The main functions of the Remuneration and Appointments
Committee are set out in section 5.2.2 of this report. In line with international best practice in corporate governance, EPSO-G's
remuneration policy is approved or amended by the board of directors on the recommendation of the Remuneration and
Appointments Committee.
6.2.1. Remuneration policy
The objective of the EPSO-G Group's remuneration, performance appraisal and development policy (hereinafter referred to as the
EPSO-G Remuneration Policy) is to establish clear and transparent principles for remuneration and performance appraisal and a
remuneration system based on these principles, which (i) creates incentives to achieve better results and contribute to the Group's
objectives, (ii) helps to attract and retain qualified staff, and (iii) ensures equal pay for equal work or work of equal value, based
on objective and transparent criteria.
In 2025, the EPSO-G remuneration policy was reviewed and updated to maintain the principles of transparency and clarity,
respond to the changed context and processes of remuneration management, and prepare for the entry into force of Directive (EU)
2023/970 of the European Parliament and of the Council of 10 May 2023 (EU) 2023/970 of the European Parliament and of the
Council of 10 May 2023, which strengthens the principle of equal pay for men and women for equal work or work of equal value
by establishing mechanisms for transparency and enforcement (hereinafter referred to as the EU Transparency in Remuneration
Directive). The new version of the remuneration policy was approved by the EPSO-G Board on 28 October 2025, following
recommendations from the Remuneration and Appointments Committee, and came into force in other Group companies on 7
December 2025.
More detailed information on EPSO-G's remuneration, performance appraisal and training policies can be found here.
The Group companies Amber Grid and Litgrid have approved their own separate remuneration policies for managers and board
members, which are approved by the general meetings of shareholders of these companies.
More detailed information about Amber Grid's remuneration policy can be found here, and Litgrid's remuneration policy here.
6.2.2. Remuneration policy principles
All EPSO-G Group companies apply the same EPSO-G remuneration policy principles, which apply equally to both managers and
employees. These principles are enshrined in the EPSO-G remuneration policy.
The main changes in the updated EPSO-G remuneration policy are as follows:
• Uniform remuneration scales for the entire Group – the remuneration scales for all Group companies are
approved by the EPSO-G Board at Group level, ensuring uniform rules and internal fairness.
• Transparency of pay scales – the updated pay scales are published on the intranet and are available to all Group
employees.
• Greater remuneration transparency. Employees are guaranteed the right to information about their own
remuneration (annual and hourly) and average remuneration levels by gender in the same job group. This point will
come into force on 8 June 2026, together with the EU Transparency in Remuneration Directive.
• The principle that only one form of incentive may be awarded for the same achievement is established in order to
ensure transparency, proportionality and organisational fairness.
• Faster decisions on project and innovation incentives – decisions are made by the Company's CEO within the
approved budget, and the Board is informed through summary reports.
• More training opportunities at Group level – in addition to the companies' training plans, Group-level plans and
programmes are also provided, offering more horizontal and vertical career opportunities.
EPSO-G remuneration policy
Financial remuneration
Monthly remuneration, bonuses established in the
Labour Code of the Republic of Lithuania, internal
company regulations and collective agreements,
financial incentives, project incentives, incentives for
results of particular importance, incentives for the
implementation of innovations and additional
benefits of a financial nature.
Non-financial remuneration
Employees are provided with additional non-
financial benefits (e.g. flexible working hours, the
opportunity to work remotely, etc.) and recognition
and emotional rewards, which consist of targeted
actions by the employer to promote employee well-
being, empowerment, engagement and
organisational transparency.
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FINANCIAL REMUNERATION
Monthly remuneration
• Monthly remuneration is determined according to the level of the position, which is assessed using a methodology
recognised in international practice and calibrated within the Group to ensure consistency and organisational fairness.
Employees' monthly remuneration is determined within the remuneration range for the relevant job level (exceptions are
possible only in justified cases), and remuneration ranges are published in the internal information system and are
available to all Group employees.
• Monthly remuneration may vary within the remuneration range for the position level, depending on the employee's
competencies and qualifications, experience and knowledge, level of responsibility and independence in performing the
duties assigned to the position, as well as performance results (including value-based behaviour).
• The remuneration fund is approved by the companies' boards of directors.
Financial incentives
• Financial incentives are a part of remuneration paid at the employer's initiative and discretion, linked to the achievement
of the company's objectives, financial results and financial capabilities. Financial incentives may only be awarded when
at least 80% of the company's annual targets are achieved. (Or when the board, after assessing objective and reasonable
circumstances, decides to apply a lower threshold).
• Individual financial incentives for employees depend on the results of performance evaluations, which include the
achievement of objectives, ethical behaviour and performance quality criteria. Financial incentives are not awarded to
employees when their performance results do not meet expectations according to the established evaluation criteria.
• Financial incentives for the company's manager are awarded by the company's board (if no board is formed, by the body
electing the company's manager), and for other company employees by the company's manager.
• The amount of the financial incentive is provided for in the company's budget and accounted for in the financial results,
which are audited and published.
Other forms of incentives
• The EPSO-G remuneration policy also defines other forms of incentives: project incentives, incentives for innovation and
incentives for results of particular importance. Funds for these forms of incentives must be provided for in the company's
annual budget.
• Decisions on project-based incentives, incentives for innovation and incentives for results of exceptional importance are
taken by the company's CEO within the limits of the approved budget, in accordance with the policy provisions. Once a
year, the company's board of directors is provided with summary information on the funds paid out in the previous year
for project incentives, incentives for innovation and incentives for results of particular importance.
NON-FINANCIAL REMUNERATION
• EPSO-G Group companies use a wide range of non-financial reward measures to encourage employee engagement
and loyalty. These include voluntary health insurance, additional days off, seminars on health, physical and
psychological well-being and motivation, vaccinations against seasonal illnesses, events and traditions for employees,
flexible working hours and remote working options, recognition programmes and internal career opportunities within
the Group.
OTHER INFORMATION
• Severance payments for managers and employees do not exceed the amounts specified in the laws of the Republic of
Lithuania.
• No advance agreements on the amount of severance pay (except for company managers whose working conditions are
determined by the board) are made.
• Severance payments to employees are paid in accordance with the Labour Code and employment contracts.
COLLEGIAL BODIES
• The EPSO-G remuneration policy does not provide for any remuneration mechanism that would entitle a manager,
member of a collegial body or employee to shares, share options or remuneration linked to changes in share prices or
other financial instruments.
• No financial incentives are paid to members of collegiate bodies.
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In order to ensure the effectiveness of the remuneration policy, we publish the amounts of fixed remuneration and financial
incentives by job category. This practice enables EPSO-G group companies to adequately reward employees for achieving their
goals and exceeding expectations. The competitiveness of the remuneration of group companies' employees is assessed on the
basis of market research data. No external consultants were used in developing the EPSO-G remuneration policy.
6.2.3. Information on the remuneration of the company's manager
The same remuneration policy described in sections 6.2.1 and 6.2.2 applies to the head of EPSO-G as to all employees of the
company. The remuneration and benefits received by the head of EPSO-G consist of the following main components:
Information on the actual remuneration received by the head of EPSO-G (monthly remuneration and financial incentives) is
provided in section 6.3.2 of this report.
Monthly remuneration
• The monthly remuneration of the company's director is determined by the company's board of directors, taking into account the
director's experience, skills, competence and performance.
Financial incentives
• Financial incentives may be granted to the head of the company, as well as to other employees, at the initiative and discretion of the
employer.
• Financial incentives may only be granted if at least 80% of the company's annual targets are achieved. (Or if the board, after assessing
objective and reasonable circumstances, decides to apply a lower threshold).
• Financial incentives for the company's CEO are granted by the company's board of directors, taking into account the CEO's annual
targets related to the implementation of the company's strategy, the results achieved, ethical behaviour and the assessment of the
quality of performance. The company's annual targets are published on the company's website.
• Financial incentives are not awarded to the company's CEO when the performance results do not meet the expectations according to
the established evaluation criteria. The possibility of deferring and recovering financial incentives is not applied in the Group's
companies.
• Financial incentives (if awarded) are paid for the previous calendar year after the company's board of directors approves the audited
Other forms of incentives
• In addition, for results of particular importance, the company's CEO may be awarded an incentive (one-off) approved by the board.
• Under the EPSO-G remuneration policy, the company's manager may not be awarded project-based incentives or incentives for the
implementation of innovations.
Additional benefits
•
Additional benefits granted to the company's CEO are set out in the company's internal regulations. The company's CEO, like all
employees, is provided with voluntary health insurance, the option to work in a hybrid mode, and a company car is included in the
package of additional benefits provided to top-level managers.
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6.3. Information on Employee Remuneration
6.3.1. Information on the remuneration of the EPSO-G group
Salaries by employee
group
Group
Number of employees (at the end of the
period)
Average monthly salary
(including financial incentives)
2025
2024
2023
2025
2024
2023
CEOs
7
7
6
13
12,712
12,092
Top-level managers
28
28
25
10,061
9,072
8,862
Middle managers
161
161
144
6,309
5,847
5,790
Specialists
853
853
783
3,899
3,638
3,450
Workers
304
304
303
2,444
2,302
1,937
Total
1,396*
1,353
1,261
4,039
3,729
3,492
Wage fund, thousand EUR
66,249
52,937
59,133
*The total number does not include 8 interns working under employment contracts.
6.3.2. Information on the remuneration and financial incentives of the management company EPSO-G
Salaries by
employee
group
Company
Number of employees
(at the end of the period)
2025
2024
2023
2025
2024
2023
Average
monthly wage,
EUR
Financial
incentives
for results in
2024, EUR
Average
monthly
salary, EUR
Financial
incentive
for 2023
results,
EUR
Average
monthly
salary,
EUR
Financial
incentive
for 2022
results,
EUR
CEOs
1
1
1
13,801
2,228
13,158
2,021
13,803
971
Top-level
managers
6
6
6
9,408
1,367
9,116
1,261
8,034
1,207
Middle
managers
23
21
19
6,717
445
6,644
394
6,379
1,243
Specialists
57
50
40
4,370
27
4,001
253
3,792
458
Total
87
78
66
5,567
432
5,305
406
5,049
748
Wage fund,
thousand
EUR
5,462
4,661
4,447
6.4. Information on Remuneration of Members of Collegial Bodies
6.4.1. Guidelines for the remuneration of members of collegiate bodies
Members of EPSO-G collegial bodies – the Board, the Remuneration and Appointments Committee and the Audit Committee –
are appointed for a four-year term. Civil contracts are concluded with them, detailing their responsibilities, duties, rights and
functions.
The sole shareholder exercising the rights and obligations of the company, the Ministry of Energy of the Republic of Lithuania,
approved on 21 October 2022 the updated guidelines for determining remuneration for activities in EPSO-G and the companies
of the EPSO-G group (hereinafter referred to as the remuneration guidelines). The guidelines were updated on 26 April 2024.
They aim to ensure the independent, competent and stable work of collegial bodies, contributing to the long-term creation of
value for the company and compliance with the principles of good governance.
The current version of the remuneration guidelines stipulates that remuneration for activities in the collegial bodies of the Group's
companies may be paid to members who meet at least one of the conditions set out below and the payment of remuneration to
these members is not prohibited by the laws and regulations in force in the Republic of Lithuania:
• independent members, whose independence is determined in accordance with applicable regulatory acts and internal
documents;
• members who are civil servants.
Remuneration is not paid to employees of Group companies and/or employees of shareholders of Group companies.
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21 October 2022 version of the remuneration guidelines:
EPSO-G
Subsidiaries and subsequent
subsidiaries
Chairman of the Board
1/3 AMP(CEO)*
1/3 AMP(CEO)
Member of the Board
1/4 AMP(CEO)
1/4 AMP(CEO)
Member of the Board (civil servant)
1/4 AMP(CEO)**
1/5 AMP(CEO)**
Chair of the AK and ASK groups
1/3 AMP(CEO) minus EUR 400
-
Member of AK and ASK groups
1/4 AMP(CEO) minus EUR 400
-
* AMP(CEO) – average monthly salary of the head of EPSO-G or the general director of a subsidiary or subsequent level subsidiary.
** If a member of the board (civil servant) also performs duties in a collegial body of another state-owned enterprise/state-controlled company and/or municipal
enterprise/municipal-controlled company, he shall be paid a remuneration equal to 1/8 of the average monthly salary of the head of the relevant Group company. A member of
the board (civil servant) shall not be paid remuneration for activities in a board committee.
On 21 October 2022, the Ministry of Energy decided to set the following fixed monthly amounts (before taxes) for members of
the EPSO-G board and audit committee, which apply from 1 October 2022:
Position
Fixed monthly remuneration (EUR)
Chairman of the Board
3,406
Member of the Board
2,555
Member of the Board (civil servant), if the civil servant does not hold
a position and does not perform activities in another state-owned
enterprise / public enterprise and/or municipal-owned enterprise /
municipal enterprise* collegial body
2,044
Member of the board (civil servant), if the civil servant is a member
of and performs activities in another state-owned enterprise/public
enterprise and/or municipal-owned enterprise/municipal enterprise
collegial body
1,277
Chair of the audit committee
3,006
Member of the audit committee
2,155
* SE – state-owned enterprise, SOE – state-controlled enterprise, ME – municipal enterprise, MCE – municipally-controlled enterprise
On 25 November 2022, the EPSO-G Board decided on the following remuneration amounts Remuneration for members of the
Remuneration and Appointment Committee (before tax):
Position
Monthly fixed remuneration (EUR)
Chair of the Remuneration and Appointments Committee
3,006
Member of the Remuneration and Appointments Committee
2,155
Remuneration guidelines as of 26 April 2024:
The general meetings of shareholders and/or other bodies of EPSO-G and the Group companies shall, within their respective
areas of competence, decide on the specific fixed monthly remuneration and the procedure for its payment to members of
collegiate bodies, taking into account the amounts specified in the table (before taxes) and rounded up to the nearest 200 euros
(two hundred euros) based on the monthly remuneration calculated according to these amounts:
EPSO-G
Subsidiaries and subsequent
subsidiaries
Chairman of the Board
1/3 AMP(V)*
1/3 AMP(V)
Member of the Board
1/4 AMP(V)
1/4 AMP(V)
Member of the Board (civil servant)
1/5 AMP(V)**
1/5 AMP(V)**
Chair of the AK and ASK groups
1/3 AMP(V) minus EUR 1,300
-
Member of AK and ASK groups
1/4 AMP(V) minus EUR 1,100
-
*AMP(V) – average monthly salary of the head of the company or the head of a subsidiary or subsequent level subsidiary
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Fixed monthly remuneration For members of the EPSO-G collegial body, it is calculated on the basis of the average monthly salary
of the company director for the previous calendar year, as recalculated and paid at the time of determining the remuneration, and
is not recalculated for the entire term of office of the member of the collegial body, unless the previously determined remuneration
no longer complies with the requirements established by law.
On 26 April 2024, the Ministry of Energy decided to set the following fixed monthly amounts (before taxes) for EPSO-G board
members, which will apply from 1 May 2024:
Position
Monthly fixed remuneration (EUR)
Chairman of the Board
4,400
Member of the Board
3,300
Member of the Board (civil servant), if the civil servant does not hold
a position and does not perform activities in another state-owned
enterprise / public enterprise and/or municipal-owned enterprise /
municipal enterprise* collegial body
2,600
Member of the board (civil servant), if the civil servant is a member
of and performs activities in another state-owned enterprise/public
enterprise and/or municipal-owned enterprise/municipal enterprise
collegial body
1,700
* SE – state-owned enterprise, SOE – state-controlled enterprise, ME – municipal enterprise, MCE – municipally controlled enterprise
On 18 October 2024, the Ministry of Energy decided to set the following fixed monthly amounts (before taxes) for the newly
elected members of the EPSO-G Audit Committee, which will apply from 23 October 2024:
Position
Fixed monthly remuneration (EUR)
Chair of the Audit Committee
3,100
Member of the Audit Committee
2,200
In the event that a member of the company's board is elected as a member and/or chair of a board committee formed within the
Group, or a member of the company's board is dismissed/resigns from the position of a member of the board committee formed
within the Group and/or chairman of the board, the remuneration of such a member of the company's board shall be changed
without a separate decision of the company's shareholder, taking into account the remuneration amounts established by the
decision of the company's shareholder, which depend on the positions held.
10% of the total budget of the relevant collegial body of the company shall be allocated to additional expenses of the company
incurred to ensure the activities of the collegial body. The budget allocated to cover the expenses of the collegial body may be
used to organise joint training sessions for collegial bodies, cooperation sessions or any other form of joint events for the exchange
of knowledge and good practice. The company's collegial body training budgets are not used for individual training of collegial
body members.
Contracts concluded with members of supervisory and management bodies do not confer any rights to shares in EPSO-G group
companies, other forms of remuneration or additional benefits. The contracts do not provide for any severance payments or notice
periods.
6.4.2. Remuneration received by members of collegiate bodies
Information on the work and remuneration of members of the collegiate supervisory and management bodies of the EPSO-
G management company
31 December 2025
31 December 2024
31 December 2023
Meetings of collegiate supervisory and
management bodies (number)
49
55
94
Number of members of collegiate bodies who
receive remuneration (persons)*
11
7
6
Payments related to members of management
bodies (thousand euros)
262
257
209
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Information on individual payments to members of the EPSO-G Board
Member's first name, surname
31 December 2025
31 December 2024
31 December 2023
Gediminas Almantas
-
-
6759
Robertas Vyšniauskas
52800
48824
40152
Tomas Daukantas
-
28,054
24330
Dainius Bražiūnas
31200
28976
24330
Liudas Liutkevičius
396
3662
23654
Asta Sungailienė
-
7253
23654
Rasa Balevičienė
39600
11330
-
Dovilė Kavaliauskienė
20013
-
-
Total:
183,213
161,057
142,880
Information on individual payments to members of the EPSO-G Audit Committee
Member's name
31 December 2025
31 December 2024
31 December 2023
Gediminas Šiušas
-
29187
36072
Robertas Vyšniauskas
-
20924
25860
Rasa Balevičienė
39261
5039
-
Vytenis Lazauskas
26400
5039
-
Dainius Bražiūnas*
-
-
-
Total:
65,661
60,189
61932
Information on individual payments to members of the EPSO-G Remuneration Committee
Member's name
31 December 2025
31 December 2024
31 December 2023
Asta Sungailienė
-
8533
24127
Ramūnas Bagdonas
21550
25860
14726
Robertas Vyšniauskas
40161
6752
-
Dovilė Kavaliauskienė*
-
-
-
Total:
61,711
41,145
52,504
* In accordance with the guidelines for determining remuneration for activities in the bodies of UAB EPSO-G and UAB EPSO-G group companies, approved on 26 April 2024 by
Decision No. 55-155 of the sole shareholder of UAB EPSO-G, no remuneration is paid to a member of the board (civil servant) for activities in the board committee.
EPSO-G MANAGEMENT REPORT FOR 2025
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98
7. Information on Special Obligations
7.1. PSO fund administration activities
Baltpool, a company belonging to the EPSO-G group, was appointed by
Resolution No. 1338 of the Government of the Republic of Lithuania of 7
November 2012 "On the appointment of the administrator of funds for services
of public interest in the electricity sector" has been appointed to perform a special
obligation – to act as the administrator of funds for services of general economic
interest (SGEI) in the electricity sector.
Baltpool carries out the activities included in the list of special obligations of
state-owned enterprises and their subsidiaries, approved by Order No. 4-193 of
the Minister of Economy and Innovation of the Republic of Lithuania on 16 March
2021 (hereinafter referred to as the List of Special Obligations), Baltpool carries
out its activities in accordance with the Law on Electricity of the Republic of
Lithuania, the Law on Renewable Energy Sources of the Republic of Lithuania, the
Procedure for the Provision of PSO and the Determination of their Volumes,
approved by Resolution No. 916 of the Government of the Republic of Lithuania
on 18 July 2012, the Procedure for the Administration of PSO Funds, approved by
Resolution No. 1157 of the Government of the Republic of Lithuania on 19
September 2012 (hereinafter referred to as the Description of the Procedure for
the Administration of PSO Funds) and other legal acts regulating the
administration of PSO funds.
Key performance indicators related to the administration of PSO funds
The objective of PSO fund administration activities is to ensure the proper and lawful collection, payment, refund and
administration of PSO funds. In order to achieve this objective, Baltpool pays particular attention to ensuring the proper storage
of PSO funds, the smooth and transparent collection and disbursement of PSO funds, and the proper representation of Baltpool
in legal disputes related to the administration of PSO funds. Taking into account the obligations imposed on the company as the
administrator of PSO funds by law, and assessing its activity planning, compliance and risk management documents, Baltpool
identified and, in 2025 (as in 2024).
All indicators were 100% achieved in the reporting year (2025) and the previous year (2024):
Target value
2025
actual
2024
actual
Indicator
, %
Number of cases where information related to the
administration of PSO funds was published and/or
submitted to NERC in violation of the deadlines set out in
the applicable legislation, units. (target delay value: 0
days)
0
0
0
100
Number of cases where Baltpool's obligations to PSO
fund recipients related to the disbursement of PSO funds
were not properly fulfilled, units.
0
0
0
100
Baltpool's involvement in legal disputes related to the
administration of PSO funds, %.
100
100
100
100
PSO fund administration operating costs, accounting and PSO prices
The legislation governing the administration of PSO funds does not entitle Baltpool to make a profit from this activity. The costs
incurred by Baltpool for the administration of PSO funds, in accordance with the provisions of the PSO fund administration
procedure, are covered by the collected PSO funds, but not more than 1/12 of the amount of PSO funds administration approved
for the current calendar year, which is determined annually in accordance with the PSO price setting methodology approved by
NERC Resolution No. O3-279 of 28 September 2012 (hereinafter referred to as the PSO price methodology). Baltpool keeps
separate accounts for PSO fund administration activities from other activities. The PSO prices for the coming calendar year and
Since 1 January 2013, the company
has been assigned a special task –
to perform the functions of
administrator of funds for services
of general economic interest (SGEI)
in the electricity sector and to
ensure the proper and lawful
collection, payment, reimbursement
and administration of SGEI funds.
EPSO-G MANAGEMENT REPORT FOR 2025
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99
the amounts of PSO funds payable to PSO providers in the current calendar year are determined by PSO in accordance with the
PSO pricing methodology.
In 2025, Baltpool, in accordance with the PSO pricing methodology, submitted to NERC the data necessary to determine the PSO
funding requirements and prices for 2026. On 31 October 2025, by Resolution No. O3E-1591, NERC allocated EUR 237,000 to
cover Baltpool's 2026 PSO fund administration costs . (in 2025, NERC Resolution No. O3E-1353 of 30 October 2024 allocated
EUR 208,000) and set a (negative) PSO price of -0.044 ct/kWh excluding VAT for all persons in 2026 (in 2025, a PSO price of -
0.039 ct/kWh excluding VAT (negative) was set for all persons). When assessing the prices of individual PSOs: for 2026, the price
of the service specified in Article 74(2)(1) of the Law on Electricity of the Republic of Lithuania (electricity production using
renewable energy sources) is -0.044 ct/kWh excluding VAT (in 2025 – -0.039 ct/kWh excluding VAT), for the services specified
in Article 74(2)(2)-(8) of the Law on Electricity of the Republic of Lithuania – 0 ct/kWh (in 2025 – also 0 ct/kWh).
The cash flow forecast for PSO funds, together with other PSO fund management reports and detailed information about PSO, is
published on the Baltpool website: reports and PSO fund management.
Balance sheet of PSO fund administration activities as at 31 December 2025 and 31 December 2024: PSO fund cash balance,
receivables
PSO funds, related liabilities are presented in the table below:
(All amounts in thousands of euros, unless otherwise
stated)
2025
2024
Change
+
%
Receivables from administered PSO funds
25,302
26,627
-1,325
-5
VAT receivable
295
-
295
-
PSO cash balance
6,273
12,766
-6,493
-51
31,870
39,393
-7,523
-19
PSO funds payable
3,979
3,486
-493
14
Accumulated PSO funds payable
27,891
35,907
-8,016
-22
31,870
39,393
-7,523
-19
In performing its PSO administration activities, EPSO-G Baltpool incurred the following costs in 2025 and 2024, ending on 31
December, which were compensated in accordance with the PSO pricing methodology. The compensated costs were recognised
as income, and the income and costs related to PSO activities and the financial result were reflected in the following lines of
EPSO-G's profit (loss) statement:
(All amounts in thousands of euros, unless
otherwise stated)
Twelve-month period
ended 31 December
2025
Twelve-month period
ended 31 December
2024
Change
+/-
%
Income
208
245
-37
-15
Total income and other income:
208
245
-37
-15
Wages and related expenses
-14
-136
-4
3
Legal services and stamp duty
-19
-34
15
-44
Other expenses
-21
-19
-2
11
Total expenses:
-180
-189
9
-5
EBITDA
28
56
-28
-50
Depreciation and amortisation
-21
-20
-1
5
Operating profit (loss) EBIT
7
36
-29
-81
Income tax
0
0
0
0
Net profit (loss)
7
36
-29
-81
Information about the special obligations of EPSO-G and the Group companies is provided in the List of Special Obligations
(available here), which currently contains only one obligation – the administration of funds for services in the public interest
(BALTPOOL UAB).
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EPSO-G SUSTAINABILITY REPORT 2025
100
08
Sustainability Report
8.1. ESRS 2 General information
8.2. Environmental area
8.3. Environmental information
8.4. Social information
8.5. Governance information
8.6. Annexes
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8. Sustainability report
8.1. ESRS 2 General information
BP-1 General basis for preparation of sustainability statements
This Sustainability Report presents consolidated sustainability information for the Group (hereinafter – the Sustainability Report),
prepared in accordance with the European Union Corporate Sustainability Reporting Directive (CSRD), the Law of the Republic of
Lithuania on the Reporting of Undertakings and Undertaking Groups, and the European Sustainability Reporting Standards
(ESRS). The Sustainability Report forms part of the Group’s 2025 Management Report. The information presented covers the
reporting period from 1 January to 31 December 2025 and is consistent with the scope of the financial statements.
This Sustainability Report presents consolidated sustainability information for all Group companies. The group consists of the
parent company EPSO-G and six directly owned subsidiaries Litgrid, Amber Grid, Baltpool, Tetas, Energy cells, and EPSO-G
Invest. EPSO-G and its Group companies also own part of the shares of GET Baltic, UAB, Baltic RCC OÜ and TSO Holding AS,
but do not have control over them.
The Sustainability Report discloses the Group's most material sustainability topics and their impacts, risks and opportunities,
based on the Group's Double Materiality Assessment carried out by the principles and requirements of ESRS. Actions and targets
related to sustainability topics are disclosed in the respective topical disclosure sections. We provide information covering the
Group’s direct operations as well as the upstream and downstream segments of the value chain. For more on DMA approach and
assessment see the section Double Materiality Assessment (SBM-3 Material impacts, risks and opportunities and their interaction
with strategy and business model. Identifying and assessing sustainability impacts, risks and opportunities and IRO-1 Description
of the processes to identify and assess material impacts, risks and opportunities).
We have not made use of the option provided in ESRS and the applicable legislation to omit information that could be considered
confidential due to innovation or ongoing negotiations, and we disclose all material information necessary to meet the objectives
of sustainability reporting.
BP-2 Disclosures in relation to specific circumstances
In 2025, we improved the structure of the Sustainability Report by strengthening the disclosure of impacts, risks, and opportunities
(IRO) management. These changes enable a clearer, more consistent, and more coherent understanding of the information
presented and its links to the Group’s activities.
Our topical disclosures include a new topic, “Air pollution” (E2 Pollution), identified as material for the Group company Amber
Grid during the DMA. Material sustainability topics of all Group companies, together with the related impacts, risks, and
opportunities, are disclosed in a consistent manner.
Where new data have been included in the disclosures in accordance with ESRS requirements, comparative information for such
data is not provided unless it was previously disclosed and comparative information is available.
No high level of measurement uncertainty has been identified for the reported quantifiable indicators or monetary amounts, except
for GHG Scope 3 emissions. Various assumptions are applied in calculating these emissions, which may result in a degree of
estimation uncertainty. No indirect data sources covering the value chain were used for the calculation of other metrics, except
where explicitly required by the applicable methodology (e.g. in GHG emission calculations). GHG quantification is subject to
inherent uncertainty because of incomplete scientific knowledge used to determine emissions factors and the values needed to
combine emissions of different gases. We did not apply any assumptions or uncertainties in the calculation methods for the other
indicators.
The Sustainability Report does not contain additional information required by other legislation or other sustainability reporting
standards and frameworks. No external body other than the assurance provider was involved in the validation of the indicators
and information presented in the sustainability report.
Given that the Sustainability Report forms part of the Management Report and to provide more comprehensive information and
ensure its integrity, references are made to other clearly indicated sections of the Management Report. Information incorporated
by reference is presented in the table in the Annex titled “BP-2-16 Information incorporated by reference”.
Following the structure specified in the first standard (1 ESRS), the sustainability report consists of five sections:
1. General information (ESRS 2 General disclosures);
2. Environmental information (E1 Climate change, E2 Pollution, E4 Biodiversity and ecosystems, E5 Resource use and
circular economy);
3. Social information (S1 Own workforce, S3 Affected communities and S4 Consumers and end users);
4. Governance information (G1 Business ethics);
5. Annexes.
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EPSO-G SUSTAINABILITY REPORT 2025
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Sustainability governance
GOV-1 The role of the administrative, management and supervisory bodies
The Group does not have separate control measures or procedures dedicated exclusively to sustainability. The management of
sustainability-related impacts, risks, and opportunities is integrated into the Group’s overall internal control, risk management,
and compliance system, as well as into decision-making processes.
The administrative, management, and supervisory bodies (AMSB) oversee sustainability matters by applying unified risk
assessment, internal control, compliance, and business continuity mechanisms used across all material areas of activity. These
mechanisms also cover the identification, assessment, and management of sustainability-related impacts, risks, and opportunities.
Thus, the control of sustainability matters forms an integral part of existing management functions and responsibilities rather than
a separate process.
The Group’s sustainability governance structure is aligned with the overall Group governance framework. The Group’s
management, supervisory, and advisory bodies oversee and manage sustainability matters in line with their assigned areas of
responsibility and competences.
According to the legal acts of the Republic of Lithuania, the majority of the Board is composed of independent members and public
officials. The percentage of independent board members is presented in section 5.2.2 EPSO-G’s Board and Committees of the
Management Report. The management and supervisory bodies do not include executive members, employee representatives, or
other workforce representatives. For more information on the Group's governance, see sections 5.2.1 to 5.2.2 of the Management
Report.
The table below presents the sustainability governance structure, including the composition, roles, and responsibilities of the
Group’s AMSB in managing sustainability matters. The roles and responsibilities of sustainability management are defined in the
relevant operational documents (rules of procedure, operating regulations, job descriptions, etc.).
Sustainability governance and oversight
Administrative, management and
supervisory bodies of the Group
Key responsibilities
The Board
• The Board decides on the formulation, approval and implementation of the Group's
sustainability-related policies.
• It sets out the Group's strategic sustainability directions, approves strategic sustainability
objectives and monitor their implementation.
• The Board also analyses and evaluates the material provided by the Company on strategic
issues related to the development of the Group's sustainability (environmental, social and
human rights, and governance) and ensures that appropriate organisational and technical
measures are in place to manage the Company's activities in this area.
Audit Committee
• Overseeing the assurance processes for the Group’s financial statements and sustainability
reporting;
• Monitoring the independence of the independent sustainability assurance provider.
Remuneration and Nomination
Committee
• Making recommendations on the framework for strengthening equal opportunities, inclusion
and diversity within the Group.
• Participating in the selection of members of collegial bodies and the heads of Group companies
– single-person management bodies, and providing recommendations on their appointment and
contractual terms.
• Providing recommendations on the remuneration policy and the measures required for its
implementation.
• Providing recommendations on the replacement system for the heads of Group companies and
critical positions.
EPSO-G CEO
• Organising, monitoring and ensuring the implementation of the Group's sustainability strategy
to the extent required by law.
• Implementing recommendations, procedures, policies, codes and sustainability development
plans related to the Group's activities and operations.
Sustainability coordination and implementation
Group Management Committee
• Approving the annual objectives and measures of the Group's sustainability function, decides on
resources at Group level, evaluates the results achieved and caries out other functions.
Group Sustainability Function
• Ensuring the implementation of sustainability-related policies, the functioning of the sustainability
function, and the coordination of sustainability matters at Group level, as well as coordinating the
preparation of sustainability reports.
• Developing the Group’s internal regulatory framework and issuing Group-level rules and
procedures.
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EPSO-G SUSTAINABILITY REPORT 2025
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Group functions
• Ensuring coordination and (or) implementation of sustainability issues and activities within the
function, within the operational areas.
Group companies
• Implementing the Group's strategic sustainability objectives, preparing sustainability reports and
ensuring regulatory compliance.
• Applying and implementing the Group’s internal regulatory framework.
Composition and diversity of the members of the collegiate bodies
Members of the collegial bodies possess diverse professional experience and a broad range of competences, which form the basis
for effective Group governance. They include experts with specialised knowledge, including in sustainability management
(environmental, social, and governance areas). These competences enable the collegial bodies to effectively oversee and
strategically guide sustainability initiatives, ensuring their alignment with the Group’s strategic priorities and stakeholder
expectations. The diversity of members’ professional experience and competences thus supports the responsible and sustainable
development of the Group. Further information on the professional experience and education of the members of the collegial
bodies is provided in section 5.2.2 EPSO-G’s Board and Committees of the Management Report.
In accordance with the Guidelines for determining remuneration for activities in the corporate bodies of EPSO-G and EPSO-G
Group of companies, members of collegial bodies may receive remuneration, and a portion of the collegial body’s budget may be
allocated to joint training. This enables members to continuously build up the necessary knowledge and competences, including
in the area of sustainability.
The percentage of members of the collegiate bodies by gender and other aspects of diversity is given in section 5.2.2 EPSO-G’s
Board and Committees.
GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and
supervisory bodies
During the reporting period, the administrative, management and supervisory bodies were regularly informed about material
sustainability matters covering environmental, social and governance topics. These matters were systematically reviewed at the
meetings of the collegial bodies in accordance with their respective competences and areas of responsibility.
As part of the annual review of the Group’s long-term business strategy, we assess the identified material impacts, risks and
opportunities and, based on this assessment, update the objectives and actions related to sustainability topics.
The table below presents the key sustainability matters that were considered at the meetings of the collegial bodies during the
reporting period.
Sustainability-related items on the agenda of the 2025 collegiate bodies (environmental, social, governance areas)
Item
Collegiate body (frequency of referrals per reporting
period)
On the preparation for sustainability-related disclosures in the Group (including
the status and outcome of the Group's DMA process)
Audit Committee (4 referrals)
Group risk management reports
Audit Committee (3 referrals)
List of the Group's priority risks
Audit Committee (1 referral)
Board (1 referral)
Approval of the updated EPSO-G group business strategy until 2035
Board (1 referral)
2025 performance reports (KPIs monitored, risk reports)
Board (4 referrals)
Setting the EPSO-G objectives for 2025 (including sustainability)
Board (1 referral)
On the functioning of the collegial bodies of the Group companies (one of the
recommended areas for improvement of the collegial bodies is sustainability)
Remuneration and Nomination Committee (1 referral)
Equal opportunities, inclusion and diversity status in the Group
Remuneration and Nomination Committee (1 referral)
Group's Employee Remuneration Policy and remuneration-related matters
Remuneration and Nomination Committee (12 referrals)
Board (1 referral on policy approval)
Monitoring of replacement planning in the Group
Remuneration and Nomination Committee (1 referral)
Information security items
Audit Committee (3 referrals)
Board (2 referrals)
Business ethics items
Audit Committee (2 referrals)
Compliance management items
Audit Committee (2 referrals)
Board (2 referrals)
Occupational health and safety items
Audit Committee (3 referrals)
Board (3 referrals)
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GOV-3 Integration of sustainability-related performance in incentive schemes
In line with the Group’s Employee Remuneration, Performance Assessment and Training Policy, the Company’s Board sets targets
and performance quality criteria for the Company’s CEO, evaluates their achievement and grants financial incentives. The Chief
Executive Officer’s targets are aligned with the Company’s annual targets, which are publicly disclosed and include financial,
strategic project and sustainability goals. The achievement of sustainability targets is assessed based on the established
implementation percentage and is directly integrated into the performance evaluation system. The annual sustainability targets
are linked to climate change targets. The annual sustainability targets are linked to climate change targets.
This includes greenhouse gas (GHG) emission reduction targets, which are publicly disclosed under topic E1 Climate Change and
in the strategy section SBM-1. For more information on remuneration policy, see section 6. Remuneration policy development and
monitoring of the Management Report.
No financial incentives are granted to members of the collegial bodies for the Group’s performance, including sustainability
performance.
More detailed information on the implementation of the remuneration policy is provided in section 6. Remuneration policy
development and monitoring of the Management Report.
GOV-4 Statement on due diligence
The Group applies operational policies to ensure sustainability due diligence. Potential adverse impacts in the Group’s operations
and value chain are continuously assessed, with a focus on their prevention and mitigation, and, where such impacts occur, a
commitment is made to cooperate in eliminating or remedying them where the Group has contributed to those impacts. The
annexes to this report include Table ESRS 2 GOV-4 Statement on Due Diligence. The table indicates the sections of the report
that disclose information on the Group’s sustainability due diligence process.
GOV-5 Risk management and internal controls over sustainability reporting
Sustainability reporting is integrated into the Group’s overall compliance, risk management and internal control system.
Sustainability-related risks, including climate change risks, are identified, assessed and prioritised in accordance with the Group
Risk Management Policy and methodology approved by the Company’s Board, applying uniform principles for assessing
likelihood, impact and materiality. This process is integrated into the overall risk management system and is carried out alongside
the assessment of financial, operational, compliance and other risks. For more details on risk management, please refer to Chapter
5 Risk Management Framework of the Management Report.
Internal control over sustainability reporting is based on the identification and analysis of risks and the definition and
implementation of measures to manage the most material risks. The preparation of the Sustainability Report is coordinated
through the Group’s sustainability function, which, in cooperation with the finance, people and culture, compliance, legal and other
functions, ensures the management and consistency of sustainability-related information.
The main risks related to sustainability reporting are associated with human error and ensuring data consistency across Group
companies. To reduce the likelihood of these risks and increase data accuracy, sustainability reporting processes as well as ESG
data and metrics calculation methodologies are systematically standardised across the Group.
Information on sustainability reporting risks, applied control measures and the progress of report preparation is periodically
provided to the Group’s senior management, the Board and the Audit Committee to ensure appropriate oversight and
accountability.
Strategy, business model and value chain
SBM-1 Strategy, business model and value chain
Sustainability is the foundation of the Group’s strategy and is consistently integrated into all operational processes. The
sustainability priorities and objectives set out in the strategy are aligned with stakeholder expectations and contribute to building
a sustainable future by ensuring an independent, secure and reliable energy system for society.
For more information on the Group's business model and strategy, please refer to the Management Report, Chapter 1 EPSO-G
Group of Companies: Who We Are, Chapter 3 Business Strategy and Planned Investments, Chapter 4 Annual Performance Report.
These chapters cover the opportunities for achieving our strategic objectives, future infrastructure development and the creation
of new services for stakeholders, thus enabling the decarbonisation of Lithuanian industry. Information on employees is provided
in Chapter 6 Information on employees and remuneration policy of the Management Report.
The Group’s strategy directly contributes to strengthening sustainability at the national and regional levels. Following the synchronisation
of the national electricity system with the continental European networks in 2025 and the acceleration of renewable energy development,
significant electrification of the industry, transport and energy sectors is planned by 2029. By 2035, the development of advanced electricity
grid and hydrogen infrastructure is planned to enable Lithuania to take a major step towards decarbonisation. For sectors where achieving
this objective is particularly challenging, the provision of captured carbon dioxide (CO₂) transportation services is planned.
The Group's strategy also includes strengthening national security. This encompasses the development of a sustainable energy system
based on infrastructure resilience – an essential condition for the long-term reliability and continuity of the energy system – as well as
contributing to the strengthening of the defence industry operating in Lithuania.
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EPSO-G SUSTAINABILITY REPORT 2025
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Our activities are guided by governance principles focused on a sustainable future, which pave the way for a smooth transition to
a climate-neutral economy.
Principles and directions for the Group's sustainability government
Our key directions and material topics are as follows:
• Climate: Reducing GHG emissions along the entire value chain, contributing to climate change mitigation;
• Nature: Reducing environmental and biodiversity impacts;
• Health and Safety: Creating a positive culture and a safe and accident-free working environment;
• People and communities: Fostering a culture of diversity, equality and inclusion, and promoting responsible relations with
communities;
• Governance: Ensuring a sustainable supply chain and sustainable finance.
These directions not only contribute to the implementation of the United Nations Sustainable Development Goals but also enable
the consistent creation of long-term value for the organisation and the Group’s stakeholders.
Climate
Nature
Governance
People and
communities
Health and
safety
Net zero biodiversity
loss in new projects
Transparency,
responsible
operational and
supply chain
management,
sustainable finance.
Enabling people and
positively impacting
communities
Creating a safe,
positive work
environment and
culture
Zero GHG emissions
balance by 2050
Our transmission infrastructure will enable
energy transformation
Development of infrastructure ensuring a
net-zero GHG emissions balance
Our flexible and resilient transmission system
ensures the reliable and secure operation of RES-
based energy
Development
and optimisation
of the
transmission
system
CO
2
network
and ecosystem
Hydrogen
network
Energy hub
Through our expertise, we support partners in
developing infrastructure with a lower GHG
emissions impact
Engineering and consulting
Construction,
operation and
maintenance
services
Energy advisory
services
Cross-sectoral decarbonisation
We enable decarbonisation across sectors by
creating favourable market conditions for the
integration of low-GHG resources
Biofuel
ecosystem
and biofuel
trading
Connecting and
integrating RES
Ensuring security of supply
Security of critical
infrastructure and
operations
System
flexibility and
optimisation
Long-term energy storage
We enable the
transition to a
climate-neutral
energy system
RELATED TARGETS
RELATED TARGETS
RELATED TARGETS
RELATED TARGETS
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Group's strategic sustainability (ESG) objectives (targets) and their progress
Area
Commitments
Target
Values
2025
2024
2023
Environmenta
l protection
Climate
(E1 Climate
change)
Achieving a net-zero GHG emissions balance by 2050 (the commitment in the row
below is directly linked to Scope 1 and Scope 2 GHG emissions reduction targets, which
form part of its implementation) *
Reduced Scope 1
and Scope 2
emissions
compared to the
2019 base year:
-30% by 2026
-50% by 2030
-12%
6.1%
26.1%
Nature
(E4 Biodiversity)
Zero net loss of
biodiversity
resources in new
projects**
An action plan will be prepared and target metrics will be defined
in 2026–2027.
Social
Health and
Safety
(S1 Own
workforce)
Zero serious or
fatal accidents
(employees and
contractors)
0
1
1
0
People and
communities
(S1 Own
workforce)
Women in top
management
positions
≥21% 2027
≥ 30% by 2035
19%
13%
15%
Employee
engagement rate
≥ 70% by 2035
76%
71%
74%
Governance
Valdysena
(E1 Climate
change
E5 Circular
economy
G1 Business
ethics)
Reduced GHG
emissions in the
supply chain**
50% of
operational
partners with a
GHG reduction
target by 2035
n/a
n/a
n/a
Transition to
circular
procurement by
2035**
Implement
circular
procurement
from 2035
n/a
n/a
n/a
The Group’s commitment to achieve a net-zero GHG emissions balance by 2050 includes targets and measures related to the
reduction of Scope 1 and Scope 2 GHG emissions. In 2025, action guidelines were established under which more detailed Scope
3 GHG emissions calculations will be carried out in the coming years and potential reduction measures will be modelled through
to 2050. This course of action is also linked to governance measures related to the engagement of operational partners in
achieving the Group’s targets. More details on these actions are provided in Disclosure G1-2.
** The commitments were approved following the update of the Group’s business strategy in 2024; therefore, no historical or
reporting period metric values have been established for these commitments (n/a). In 2026–2027, detailed action plans will be
prepared for the implementation of these commitments and, based on analysis-driven information, strategic metric values for the
coming years will be established.
The Group’s strategic sustainability objectives and metrics were defined in line with international and national commitments, the
shareholder’s letter of expectations and good sustainability governance practices. These objectives and metrics have not been
audited by a third party and apply to all Group companies. Targets and actions related to the impacts, risks and opportunities of
material sustainability topics are disclosed in the topic-specific disclosures of this report. Metrics related to sustainability are also
disclosed in section 4.1 Report on Achievement of Strategic Indicators of the Management Report.
Activities in the fossil fuels sector
Amber Grid, a Group company, is active in the transmission of fossil fuels (natural gas). Revenue from natural gas transmission
activities is disclosed in Note 31 to the Consolidated Financial Statements. Group companies do not carry out economic activities
related to fossil gas (4.29, 4.30, 4.31), and therefore do not derive any income from these activities.
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Group value chain
The Group’s value chain consists of the upstream segment (supply chain), the direct operations of the Group’s companies
(midstream), and the downstream segment (service users and operational waste). The picture below shows the main parts of the
supply chain, the main services provided, the resources used and the dependencies.
In 2025, the scope of the value chain was updated to reflect the investments of the Group company EPSO-G Invest in Rheinmetall
Defence Lietuva, which will carry out the production and sale of artillery ammunition from 2027.
Upstream (supply chain) The Upstream (supply chain) segment begins with the supply of goods and services for the direct operations of
the Group’s companies. The most important goods and services include:
• procured infrastructure development and reconstruction services and acquired equipment;
• services provided by the Liquefied Natural Gas terminal (LNGt);
• purchased energy;
• funds for Public Service Obligations (PSO) allocated to the preparation and implementation of strategic projects.
Goods and services are sourced from partners with the highest procurement standards. Green and social criteria requirements are applied,
partner due diligence is performed, and screening against national and international sanctions is carried out.
Own operations (direct activities) The Group's companies are divided into four activity groups:
• transmission infrastructure (Litgrid, Amber Grid);
• system operation (Litgrid, Amber Grid, Energy cells);
• exchange services (Baltpool, TSO Holding);
• investment activities and engineering services (Tetas, EPSO-G Invest, Energy cells).
In the transmission infrastructure business, the Group's companies develop and operate critical infrastructure, ensuring the security and
sustainability of the energy system. In the system operation segment, the secure and reliable functioning of the integrated energy system is
ensured. Exchange services contribute to the implementation of energy security and decarbonisation objectives. Investment activities and
engineering services include the provision of environmentally friendly technologies and infrastructure development services, as well as
investments in the defence industry.
Downstream The value chain ends with service users and operational waste.
1. Service users include:
• distribution system operators, electricity and gas consumers directly connected to the transmission system, and developers of
renewable energy and battery parks, Baltic and third country energy and gas utilities, natural gas transmission services companies,
natural gas transmission services companies, biogas producers (transmission infrastructure, system management, engineering
services);
• buyers and sellers of biofuel, independent heat producers, buyers and sellers of timber, fuel suppliers, electricity consumers and heat
suppliers (exchange services);
• ammunition buyers (investment activities).
2.
The value chain also includes waste generated in operations. Most of this consists of waste arising from the construction, reconstruction
and repair of energy transmission networks, which is classified as construction and demolition waste.
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Group value chain
SBM-2 Stakeholder interests and views
Stakeholder engagement is considered a fundamental condition for the Group’s responsible operations. The aim is not only to
contribute to building a sustainable future for society but also to encourage stakeholders to act together. Ongoing dialogue with
stakeholders helps to identify environmental and social challenges, understand their expectations and priorities, and use the
information obtained in shaping the Group’s strategy and sustainability directions.
Stakeholder expectations and their changes are monitored on a regular basis. Meetings with the shareholder are held periodically,
and employee and customer satisfaction assessments are carried out annually. Identified changes and relevant expectations are
integrated into action plans or, where necessary, lead to the initiation of strategy adjustments, thereby ensuring continuous
improvement of operations.
The Group’s Double Materiality Assessment is based on the evaluation of stakeholder expectations and views. This process
enables a better understanding of their priorities and key concerns. Based on the results of stakeholder engagement, material
sustainability topics are identified, sustainability targets and projects are defined, and processes are updated to ensure alignment
not only with legal requirements but also with the actual needs of stakeholders. Further information on stakeholder engagement
Upstream (value chain up
to the company’s own
operations)
Supply chain
Own operations (direct activities)
Downstream (value chain after the
company's direct operations)
Market/end use
End of life cycle
Liquefied Natural Gas
terminal (LNG terminal)
Energy (balancing; own
consumption)
Public Service Obligations
(PSO)
Infrastructure and
reconstruction works,
equipment
Participants in
biofuel, wood,
heat exchanges
and auctions
Energy
infrastructure
users
Energy sector
(producers and
consumers)
Construction and
demolition waste
management.
During the
reconstruction of
transformer
substations,
equipment that has
been dismantled but
is serviceable is
placed in reserve and
reused. Unsuitable
dismantled
equipment is sent to
waste managers (for
recycling and (or)
Raw materials:
various metals.
Resources and key dependencies
Natural resources:
renewable energy,
biomass and timber, fuels
from renewable energy
sources.
Energy: gas,
electricity, fuel.
Real estate: gas grid and
electricity grid
infrastructure, battery park
infrastructure,
buildings/offices.
Assets: vehicle fleet,
heavy machinery.
Human Resources:
100% of employees have
computerised workstations.
Around 1/4 of employees also work
in field conditions.
Procured services: consulting,
construction and reconstruction
works, security services.
Information technology: IT systems for
biomass, renewable fuel, timber and
heat auctions and exchange operations,
other IT systems, and security systems.
Financial resources:
sustainability-linked
bonds, loans, profit from
operations, EU and State
support.
Ammunition
buyers (armed
forces)
"
The Group's long-term strategy has been developed taking into account stakeholder expectations, with the aim of enabling
the transformation of Lithuania’s energy sector and ensuring the sustainable and advanced development of the Group
companies. Efforts are made on an ongoing basis to strengthen stakeholder involvement in strategy development and other
operational improvement processes. In response to evolving expectations, the applied dialogue and communication
measures are periodically reviewed and enhanced.
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in the double materiality assessment process is provided in the section Group’s Double Materiality Assessment of this
Sustainability Report.
Information on stakeholder interests, views and operational matters (including complaints) is periodically submitted to the Group’s
administrative, management and supervisory bodies during regular or thematic meetings, integrating these topics into the
decision-making agenda.
The table below provides an overview of the Group’s key stakeholders, their involvement in strategy (in relation to sustainability
matters) and the Double Materiality Assessment.
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The table below shows ways of the Group's stakeholders engagement:
Key stakeholders
Importance of stakeholder involvement in strategy and
key stakeholder expectations
Ways of engagement
Ways of engagement in the DMA
process
Material
sustainability topics
and their position in
the value chain
Employees
The aim is to create a workplace where employees feel
aligned with the Group’s vision and objectives. The
Group’s strategy includes a commitment to fostering a
safe and positive working environment and culture.
Maintaining a high level of employee engagement and a
strong sense of community is considered important.
Key expectations:
• ensuring a fair working environment and
remuneration;
• employee health and safety across the Group;
• an inclusive and empowering Group culture;
• social dialogue and inclusive participation in
addressing employee-related matters;
• transparent commitments established through
collective agreements.
• Annual employee engagement surveys and
other surveys on employee well-being
topics;
• Regular employee meetings and sharing of
information and updates via the intranet;
• Ongoing dialogue with the works council and
trade union representatives;
• Information and consultation with trade
union and (or) works council representatives
on decisions related to employment
relationships.
Written survey to:
• Head of the Group People and
Culture function;
• Trade union representatives;
• Analysis of internal documents
and sustainability reports.
Own workforce.
Entire value chain.
Customers
The aim is to be a customer-oriented organisation that
ensures smooth and high-quality services for customers.
Understanding customer needs is considered essential in
developing services and (or) solutions that meet their
expectations while contributing to the implementation of
the Group’s strategy.
Key expectations:
• Transmission system development and services, RES
integration and conditions;
• Energy advisory services;
• Sustainable biofuel system services.
• Organisation of timely information events for
customers;
• Regular customer surveys across the Group
companies;
• Articles and communication through social
media.
Document analysis: publicly
available information and
operational reports of the Group’s
largest customers.
Consumers and end
users
Downstream.
Shareholders and
investors
The aim is to ensure a return on investment aligned with
an acceptable risk profile, sustainability objectives and the
principles of transparent operations, while developing
activities that contribute to the country’s economic
growth.
It is recognised that the success of strategic projects
depends directly on shareholder trust and timely decision-
• Publishing interim (quarterly) and annual
reports on the Group's financial and
operational performance.
• Regular meetings to discuss relevant
matters;
Document analysis:
Review of the letter of expectations
of the Ministry of Energy of the
Republic of Lithuania.
All topics.
Entire value chain.
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Key stakeholders
Importance of stakeholder involvement in strategy and
key stakeholder expectations
Ways of engagement
Ways of engagement in the DMA
process
Material
sustainability topics
and their position in
the value chain
making; therefore, shareholder expectations are
consistently taken into account when setting strategic
priorities and strengthening sustainability-related
governance.
Key expectations:
• Stable financial returns and efficient use of capital;
• Resilience of critical infrastructure and the energy
system;
• Green energy transformation and system flexibility;
• Implementation of the Group’s sustainable
operations principles and sustainability targets.
• Provision of ESG data to investors and
publication of additional information on the
Group’s website.
National
regulatory
authority
Cooperation with the regulator enables the Group
companies not only to ensure compliance with legal
requirements but also to strengthen long-term
operational stability and trust.
Key expectations:
• Timely provision of reliable operational data of the
Group;
• Transparency and justification of tariff calculations of
the Group companies;
• Compliance of the Group’s activities with EU and
national requirements.
• Timely provision of information required for
the regulator to perform its functions;
• Cooperation in the implementation of new
market mechanisms;
• Initiation of meetings to discuss relevant
matters.
Document analysis:
• National Energy Regulatory
Council;
• the Agency for the Cooperation
of Energy Regulators (ACER),
which supervises and advises
the NRAs of the EU Member
States);
• Review of the regulatory scope
and information requirements
arising from Lithuanian
legislation and relevant
Directives/Regulations.
All topics.
Entire value chain.
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Key stakeholders
Importance of stakeholder involvement in strategy and
key stakeholder expectations
Ways of engagement
Ways of engagement in the DMA
process
Material
sustainability topics
and their position in
the value chain
Operational
partners
(suppliers,
contractors)
The contribution of operational partners is essential in
ensuring the continuity and efficiency of the Group’s
activities across the entire value chain. Cooperation with
partners not only supports stable supply processes but
also promotes adherence to high quality standards, the
implementation of innovations and the achievement of
sustainability targets.
Operational partners are regarded as strategic partners
contributing to the efficiency and resilience of the value
chain and its ability to respond promptly to changing
market conditions and increasing environmental and
social requirements.
Key expectations:
• Clear Group procurement criteria and conditions,
transparency, including sustainability requirements.
• Consultation with market participants and
market research;
• Publication of procurement plans and the
procurement policy;
• Regular organisation of Supplier Day events.
Document analysis:
• Publicly available information
and reports of the largest and
smallest operational partners;
• Results of operational partner
surveys.
Value chain
workers;
Supplier
relationship
management;
Upstream.
Other partners
(Non-
governmental
organisations
(NGOs),
associations,
academia)
The objective is to ensure clean, safe and affordable
energy supply to society and to promote clean and
accessible energy solutions. Attracting high value-added
talent is considered essential to enable the green energy
transformation.
• Establishment of partnerships with non-
governmental organisations (NGOs) and
academia;
• Participation in university events (i.e. career
days);
• Cooperation in the implementation of
investment projects;
• Memberships in associations.
Document analysis: analysis of
publicly available information.
S3 Affected
communities.
Entire value chain.
Media
It is important for the Group to remain aligned with public
interests and to provide society with up-to-date
information on the progress of the Group’s activities.
Key expectations:
• Clear communication of sustainability objestives and
implemented projects.
• Constructive relationship with media
representatives covering energy topics,
including the provision of sufficient
information to assess the Group’s financial
and non-financial performance and ongoing
projects;
• Organisation of press conferences;
• Disclosure of information to meet public
information needs.
Document analysis: analysis of
publicly available information.
All topics.
Entire value chain.
Local
communities
The objective is to ensure a clean, safe and affordable
energy supply to society and to promote clean and
accessible energy solutions. Our long-term strategy
• Information events for local communities on
planned and ongoing projects;
Written survey of Group
representatives responsible for
community relations.
Affected
communities.
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Key stakeholders
Importance of stakeholder involvement in strategy and
key stakeholder expectations
Ways of engagement
Ways of engagement in the DMA
process
Material
sustainability topics
and their position in
the value chain
includes a commitment to creating a positive impact on
communities; therefore, community support is considered
important in the implementation of material Group
projects. During project implementation, constructive
dialogue is sought and, where possible, due consideration
is given to substantiated community comments.
Key expectations:
• Management of impacts related to safety, noise,
pollution and traffic;
• Appropriate compensation and grievance handling
mechanisms.
• Clear information on planned and ongoing works
near residential areas.
• Periodic meetings with community
representatives.
Entire value chain.
Nature
-
-
Analysis of regulations, scientific
articles, internal company
documents and other sources.
Environmental
topics.
Entire value chain.
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Group's Double Materiality Assessment
IRO-1 Description of the processes for identifying and assessing impacts, risks and opportunities
The 2025 Double Materiality Assessment was conducted in line with the double materiality principle, assessing sustainability
matters from impact and/or financial materiality perspectives. A sustainability matter is considered material if it meets the defined
impact materiality and (or) financial materiality criteria. The assessment was conducted in accordance with the implementation
guidance of ESRS and EFRAG (May 2024 version), taking into account the Group’s strategy, business model, value chain and
stakeholders. The assessment is conducted annually.
During the DMA, at the initial stage, the associated company Rheinmetall Defence Lietuva was included, however, it was
determined that there are no significant impacts, risks or opportunities and/or there is no possibility to identify them. Rheinmetall
Defence Lietuva’s direct and main activities are planned for 2027, so there is currently no reliable data on potential impacts, risks
and opportunities related to sustainability. The company was rightly not included in the further assessment. The assessment of
Rheinmetall Defence Lietuva will be reviewed again next year.
We complemented the Group's DRM process with a consolidation phase of the Group's sustainability themes and sub-themes,
combining the results of the dual materiality assessments carried out separately by Litgrid and Amber Grid into a single Group
assessment in 2025.
Double Materiality Assessment process and methodology
The DMA was carried out in four stages:
Phase 1: Context analysis: aimed to understand the activities of the Group’s companies, value chain partners and stakeholders.
Phase 2: Preliminary assessment: potentially material sustainability matters for the Group were identified.
Phase 3: Materiality assessment Potentially material sustainability matters at the Group level were evaluated from a double
materiality perspective – impact and financial materiality.
To understand the context and scope of the assessment, the Group’s activities and the upstream and downstream segments of
the value chain were analysed, not limited to direct contractual business relationships. During this stage, maps of the Group’s
value chain and key stakeholders were prepared and used in the DMA.
Phase 4: Consolidation of Group topics and sub-topics: material sustainability topics and sub-topics were consolidated at the
Group level, forming the basis for subsequent thematic disclosures.
Compilation of the list of potentially material sustainability matters
The list of potentially material sustainability matters was compiled based on the ESRS list of sustainability topics, sub-topics and
sub-sub-topics (hereinafter – sustainability matters). These sustainability matters were analysed in the DMA, and their content is
covered by the relevant topical ESRS.
During the second stage of the DMA, a preliminary assessment was performed to determine sustainability matters that are not
material for the Group. Sustainability matters identified as not material were excluded from the subsequent DMA.
Stakeholder engagement
The Group’s DMA included key stakeholders identified in the section SBM-2 Stakeholder interests and views. Nature was also
included in the assessment and considered a silent stakeholder. In line with good practice, the perspective of nature was assessed
through the analysis of thematic legislation, scientific articles and other publicly available sources of information.
Impact and financial materiality assessments were carried out with stakeholder involvement. Stakeholder engagement methods
(i.e. different levels or methods of engagement) were selected in accordance with the AA1000 Stakeholder Engagement Standard.
Different stakeholder engagement approaches were applied depending on:
• Whether relationships with stakeholders are linked to areas of high impact or the greatest dependency (as identified during
the preliminary and main assessments);
• Stakeholders’ perception of the Group.
The following stakeholder engagement methods were applied:
Direct engagement: stakeholders were engaged through direct surveys and (or) written questions.
Analysis of documentation and available sources: documents reflecting stakeholders’ actions and commitments were analysed,
such as sustainability reports, partners’ operating policies and the results of previously conducted surveys. This approach was
used to understand views and expectations at the organisational level or where individual responses were not available or
relevant.
The stakeholder engagement methods, material ESRS sustainability matters and the position in the value chain are presented in
the table in the section SBM-2 Stakeholder interests and views.
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Impact and financial materiality
A detailed assessment of potentially material sustainability matters was carried out to identify material impacts, risks and
opportunities. The assessment focused on areas of greatest likelihood of impacts, risks and opportunities based on the nature of
the Group companies’ activities, business relationships, geographic locations of operations and other relevant risk factors.
In accordance with ESRS requirements, the assessment included material value chain information. In assessing the Group’s
impacts, risks and opportunities, potentially relevant relationships were analysed. For example:
• relationships with value chain actors operating in so-called “hot spots”, where actual or potential material impacts are likely;
or
• relationships with actors critical to the Group’s business model for goods or services.
The DMA started with the assessment of impacts and their links to dependencies, risks and opportunities.
Material risks and opportunities that are not related to the Group’s impacts were also considered.
The DMA was carried out in accordance with the time horizons defined in ESRS:
• short-term – corresponding to the reporting period used in the financial statements;
• medium-term – from 2 to 5 years,
• long-term: more than 5 years.
Impact materiality assessment methodology
Impact materiality was assessed by evaluating the Group’s material actual or potential, positive or negative impacts on people
and the environment over the short, medium and long term. The materiality of actual negative impacts was based on the severity
of the impact, while that of potential negative impacts was based on their severity and likelihood.
Impact severity was assessed based on the following factors:
• scale of the impact (the scale of a negative impact may depend on compliance with laws, regulations and material
intergovernmental agreements. For example, where a negative impact results in breaches of human rights or fundamental
labour rights, or non-compliance with GHG emission limits as defined in the United Nations Framework Convention on
Climate Change (Paris Agreement), the scale of the impact may be considered greater);
• scope of the impact (the scope is determined by the geographical extent of environmental harm (environment), the number
of affected stakeholders (social), and the extent to which business conduct affects the environment and stakeholders
(governance));
• irreversible nature of the impact (the assessment takes into account whether there is any possibility of remediation at all,
depending on the nature of the damage and the remediation solutions (natural, technological, etc.). The time and resources
required to remedy the impact and (or) its cause were also considered. For actual or potential positive impacts, irremediability
is not assessed.
• When assessing potential negative impacts on human rights, severity takes precedence over likelihood.
The materiality of positive impacts was determined: (i) for actual impacts – based on scale and scope; and
(ii) for potential impacts – based on scale, scope and likelihood.
Identified actual positive, actual negative, potential positive and potential negative impacts were scored and assigned to one of
five categories: not material, informative, important, material and critical.
Impact materiality assessment principles and sources to determine environmental impacts
Principles
Sources
The energy sector as a ‘hot spot’. EPSO-G is a state-owned group of
energy transmission and exchange companies, and as such, activities
related to the transmission of electricity, the transport of natural gas, and
the operation, maintenance and development of transmission systems
have been identified as the most important environmental impact areas.
Severity and likelihood parameters were assessed based on
available information and sources, including publicly available
information on the Group companies and interviews with
company employees; scientific research data; and reviews by
international organisations on the environmental impacts of
the energy sector (ENCORE, Forest Landscape Integrity Index).
Conservative approach. The Impact materiality assessment employed
conservative approach. Where analysis of the Group companies’ direct
operations showed that a positive or negative impact occurs in at least one
Group company, that impact was considered material for the entire Group.
Material impacts arising from the activities of Group companies are
attributed on the basis of scientific literature.
Severity and likelihood of impact. In assessing the severity and likelihood
of impacts, account was taken of the Group's policies and mitigation
measures to manage environmental issues.
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Principles and sources for impact materiality assessment on social issues
Principles
Sources
Conservative approach. Severity parameters were assessed using a
conservative approach, considering potential non-compliance or the
most significant potential impact. Where sub-sub-topics could be
associated with both negative and positive impacts (e.g. working
time and work–life balance), depending on the stakeholder sub-
group, only negative impacts were assessed.
Severity and likelihood parameters were assessed based on available
information and sources, including publicly available reports, internal
procedures and existing policies of the Group companies; annual
reports of business partners and their material topics, where
available; industry ratings and materiality maps (e.g. SASB, MSCI);
European Union and national legislation, as well as studies and
reviews by international organisations (e.g. UN, EU, ILO, OECD);
statistical analyses and datasets (Official Statistics Portal, NUMBEO);
information provided by industry stakeholder organisations on social
and human rights impacts; and the results of stakeholder engagement
carried out during the DMA.
Impact “hot spots” The preliminary assessment identified “hot
spots” for certain sub-sub-topics, and scores were assigned based
on the potential impact associated with those hot spots.
Severity and likelihood of impact. The assessment of the severity
and likelihood of impacts has taken into account the policies and
mitigation measures applied by the Group and the tangible results
they produce. In the case of a human rights violation, the severity of
the impact takes precedence over the likelihood, so likelihood was
not assessed.
Principles and sources for assessing the significance of impacts on governance issues
Principles
Sources
‘Hot spots’ in the sector. EPSO-G's business and management
model is largely subject to sectoral regulations and restrictions. The
main regulator of the company's activities is the National Energy
Regulatory Council. Also relevant are the National Regulatory
Authorities (NRAs) of the EU Member States, along with the Agency
for the Cooperation of Energy Regulators (ACER), which supervises
and provides advice. The companies’ activities were assessed taking
into account the local business environment, the regulatory
framework, as well as national and international requirements and
applicable policies.
Severity and likelihood parameters were assessed based on available
information and sources, including information from VERT and the
Agency for the Cooperation of Energy Regulators; existing policies;
annual reports of business partners and their material topics; other
publicly available information of the Group; the Law of the Republic
of Lithuania on the Protection of Whistleblowers implementing the
EU Whistleblowing Directive; and the results of stakeholder
engagement carried out during the DMA.
Regulation of the value chain. Policies and governance practices
related to the value chain were assessed.
Severity and likelihood of impact. In assessing severity and
likelihood, the Group’s policies and mitigation measures addressing
business ethics matters were taken into account.
Financial materiality assessment methodology
Financial materiality was assessed to evaluate sustainability-related financial risks and opportunities for the Group. The
assessment considered the magnitude of the financial effects and their likelihood of occurrence arising from both direct operations
and the value chain over the short, medium and long term.
At this stage, the Group’s risk assessment methodology was applied and adapted to sustainability matters. The assessment
assumed that sustainability-related risks and opportunities may arise from the Group companies’ impacts on the environment and
stakeholders and (or) from dependencies on resources (including relationships). Accordingly, the financial materiality assessment
was carried out after the impact materiality assessment.
Identified risks and opportunities were scored and assigned to one of five categories: not material, informative, important, material
and critical.
The Group’s financial materiality assessment evaluated sustainability matters in a sequential order:
1. Where a topic had already been included in the Group’s / Group companies’ risk register, the corresponding risk assessment
was transferred directly (at the Group level).
2. Where the financial exposure of a risk was known (e.g. the amount of a fine or the cost of a project or investment), it was
compared with the Group’s annual revenue and the risk impact was determined in accordance with the Group’s risk
assessment methodology.
3. Where the financial exposure could not be determined, the financial impact on the Group was assessed using expert
judgement and a risk impact scale (covering impacts on human health, business continuity, reputation or the environment).
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Methodology for the consolidation of the Group’s impacts, risks and opportunities
In 2025, comprehensive DMAs were carried out for the Group companies Litgrid and Amber Grid, including stakeholder and value
chain mapping. Consolidation aimed at integrating and disclosing the topics and sub-topics, as well as the impacts, risks and
opportunities specific to the Group companies, taking into account their unique characteristics, business areas and activities.
Common topics and sub-topics for the entire Group, as well as Group-level impacts, risks and opportunities, were also identified.
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
DMA results
The results of the Group’s DMA – material impacts, risks and opportunities – are presented in the table and matrix below.
The most material sustainability matters for the Group are those that do not include matters whose materiality categories were assessed as
“important”, “informative” or “not material” from the impact perspective and as “important”, “informative” or “not material” from the financial
perspective.
The materiality threshold for sustainability matters (most material topics) was determined based on the specific nature of the Group’s
activities, its long-term business strategy, commitments to stakeholders, shareholder expectations, as well as good practice and expert
recommendations. A sustainability matter exceeds the materiality threshold if it is classified as “material” or “critical” in either the impact
or the financial assessment.
Following the addition of the consolidation stage to the 2025 DMA process, the sub-topic “Air pollution” was found not to be material at the
consolidated Group level but material for the Group company Amber Grid. In line with this consolidation principle, the topic “Air pollution”
has been newly included in the Group’s consolidated matrix and in the list of impacts, opportunities and risks for 2025. Subsequent topical
disclosures cover only the impacts and risks arising from the operations of Amber Grid.
In 2025, the sustainability matters “whistleblower protection” and “species population size”, taking into account the activities and strategy of
the Group companies, are exceptionally classified as material for the Group, even though they do not exceed the materiality threshold. It is
noted that the sub-topic “species population size” was classified as “important” in the 2025 impact materiality assessment (in the 2024
assessment, the sub-topic had been classified as “material” from the impact perspective).
Within the Group, the DMA is carried out in accordance with an approved process. The process involves not only the heads of Group functions
and their teams but also top management, which approves the DMA process, the assessment and its results. The Group's DRM process and
results are reviewed by the Group Audit Committee.
The Group will continue to systematically integrate the DMA methodology, principles and results into its strategy and risk management
processes.
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Consolidated Group impacts, risks and opportunities
Subtopic
Impacts, risks or opportunities
Group
company
Value chain
segment
Time horizon*
Link to business model and strategy
E1 Climate Change
Climate change
adaptation
Actual negative
impacts
Actual negative impacts on climate change
adaptation in the upstream value chain due to
biomass extraction.
Entire Group
Upstream
value chain
-
The Biomass Exchange operates in accordance with
national and international legislation.
Environmental and sustainability policies aim to reduce
environmental and human impacts and ensure the
implementation of international and national
sustainability requirements in biofuel trading activities.
Climate change
mitigation
Actual negative
impacts
Actual negative impacts on climate change
mitigation due to the Group’s GHG emissions.
Entire Group
Own
operations
-
Integrating RES into the transmission grid.
Zero GHG target by 2040–2050
Group Climate risk assessment.
Investment plans for Group companies.
Green bonds.
Environmental and sustainability policies set out to
reduce impacts on the environment and people.
Risks
Financial risk related to climate change
mitigation arises from the need to finance
infrastructure upgrades and invest in new
technologies to reduce the Group’s impact on
climate change (GHG emission reduction).
Entire Group
Own
operations
Short-term
Energy
Actual negative
impacts
Actual negative impacts on the energy topic
due to the activities of the Group companies
and operations within the Group’s value chain.
Entire Group
Own
operations
-
Risks
Financial risk arises from legal regulation and
financial commitments (bonds), which will
negatively affect the Group (investments will be
made in new technologies, additional taxes will
be paid, and energy will be purchased from
renewable sources).
Entire Group
Own
operations
Medium-term
E2 Pollution
Air pollution
Actual negative
impacts
Actual negative impacts on air pollution due to
emissions from fuel-burning equipment
(compressors, boilers, generators) that release
nitrogen oxides (NOx), carbon monoxide (CO)
and other pollutants.
Amber Grid
Own
operations
-
Environmental and sustainability policies set out to
reduce impacts on the environment and people.
Investing in an electric compressor.
Risks
Investments in new and clean technologies may
be needed to implement EU and national
legislation and strategies.
Amber Grid
Own
operations
Short-term
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E4 Biodiversity and ecosystems
Land-use
changes
Actual negative
impacts
The actual impact is related to land-use change
resulting from the effects of network
infrastructure on ecosystems and the extraction
of biomass at the upstream stage of the value
chain.
Entire Group
Upstream
and direct
activities
-
The strategy sets a target of no biodiversity loss.
Guidelines to establish a biodiversity impact
methodology will be developed in 2026–2027.
Environmental and sustainability policies set out to
reduce impacts on the environment and people.
Species
population size
Potential negative
impacts
Potential negative impacts on species
population size may be associated with the
development and maintenance of energy
infrastructure.
Entire Group
Own
operations
-
Risks
Financial risk arises from legal regulation
(conducting an EIA, paying taxes, and
implementing impact mitigation and natural
environment restoration measures after
infrastructure works).
Entire Group
Own
operations
Medium-term
E5 Resource use and circular economy
Inputs and
outputs
Potential negative
impacts
Potential negative impacts on inputs and
outputs may arise from the planned
development of energy transmission
infrastructure.
Entire Group
Own
operations
-
Building a sustainable supply chain within the Group.
Environmental and sustainability policies set out to
reduce impacts on the environment and people.
Waste
Actual negative
impacts
Actual negative impacts arise from waste
generated by the Group's operations and
throughout the value chain.
Entire Group
Own
operations
Short-term
Environmental and sustainability policies set out to
reduce impacts on the environment and people.
S1 Own workforce
Working
conditions
Actual negative
impacts
Actual negative impacts on the work-life
balance of employees working in field
conditions.
Entire Group
Own
operations
Short-term
The strategy establishes a direction to create a safe and
positive work environment and culture.
Monitoring the employee engagement rate.
Developing a reward system.
Remuneration, performance appraisal and
development, equal opportunities, selection, health and
safety policies.
Code of Ethics.
Fair remuneration
Actual positive impacts
Actual positive impacts on employees resulting
from the transparent implementation of the
remuneration policy.
Entire Group
Own
operations
-
Employee
representation
Actual positive impacts
Actual positive impacts on employees are
created through open and proactive
communication and engagement with trade
unions, works councils and employees.
Entire Group
Own
operations
-
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Health and safety
Potential negative
impacts
Potential negative impacts on employees’
health and safety due to specific working
conditions, particularly for those working on
sites and in outdoor environments.
Entire Group
Own
operations
Short-term
Risks
Financial risks for employees arise from non-
compliance with health and safety
requirements.
Entire Group
Own
operations
Short-term
Training
Actual positive impacts
Actual positive impacts arise from the provision
of internal and external skills development
programmes and job improvement programmes
for all Group employees.
Entire Group
Own
operations
-
Gender equality
and diversity
Actual negative
impacts
Actual negative impacts on employee well-
being manifested through a clear gender
imbalance, pay gaps between genders in
certain professions for the same positions, and
a lack of training and education on this topic.
Entire Group
Own
operations
-
Persons with
disabilities
Actual negative
impacts
Actual negative impacts on employees due to
the minimal inclusion of persons with
disabilities.
Entire Group
Own
operations
-
Privacy
Potential negative
impacts
Potential negative impacts due to improper
processing of personal data, improper
processing of personal data by third parties,
and personal data security breaches that may
adversely affect employees’ rights as data
subjects.
Entire Group
Own
operations
Short-term
Employees of Group companies are made aware of the
privacy legislation and its provisions.
S3 Affected communities
Communities
Actual negative
impacts
Actual negative impacts on communities arise
from the nature of the Group’s activities and the
specifics of the energy sector (noise, dust, traffic
restrictions, etc.).
Entire Group
Own
operations
-
The strategic direction is to empower people and create
positive impacts on communities.
S4 Consumers and end users
Access to quality
information
Potential negative
impacts
Potential negative impacts on consumers and
end users arise from the failure to provide
information and from the provision of
inadequate information.
Entire Group
Own
operations
Short-term
Impacts are managed through the implementation of
legal acts that define the provision of information to
stakeholders.
Service continuity is a core objective and commitment of
the Group's business and is described in Chapter 3
Business Strategy and Planned Investments of the
Management Report.
Access to
services
Potential negative
impacts
Potential negative impacts on access to services
may arise across the value chain due to a
possible failure to ensure service continuity.
Entire Group
Own
operations
Short-term
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G1 Business ethics
Corruption and
bribery
Potential negative
impacts
Potential negative impacts on stakeholders’
rights may arise from corrupt or unethical
practices across the value chain.
Entire Group
Entire value
chain
Short-term
A zero-tolerance approach to corruption is applied.
ISO 37001:2016 Anti-bribery management systems –
Requirements with guidance for use has been
implemented.
Code of Ethics.
Corporate culture
Potential negative
impacts
Potential negative impacts may arise from
possible non-compliance with the Group’s
policies or the principles enshrined therein,
including provisions on transparency,
accountability, diversity, inclusion and ethical
conduct.
Entire Group
Own
operations
Short-term
Code of Ethics and Anti-Corruption Policy.
Whistleblower
protection
Potential negative
impacts
Financial risks arise in cases where criminal
activity is identified and the related
consequences lead to financial costs for pre-
trial investigations, criminal and (or) civil
liability, and negative reputational impacts.
Entire Group
Own
operations
Short-term
An internal channel for reporting violations has been
established – a trust line.
Opportunities
Providing stakeholders (from employees to
other stakeholder groups) with the opportunity
to raise concerns on issues relevant to them and
to have those issues resolved creates financial
opportunities (as suppliers for whom the
protection of their rights is important participate
in procurement, communities do not create
precedents for project delays, and external
financiers also assess the Group more
favourably and may provide financing).
Entire Group
Own
operations
Medium-term
The identified financial opportunities arise for the
company itself rather than for the entire sector. The
opportunity is already being utilised, as an internal
whistleblowing channel has been implemented and is
operational. The opportunity is related to maintaining
and strengthening the channel and ensuring its
effectiveness, rather than to a separate business or
sustainability strategy direction.
Relationships
with partners
Potential negative
impacts
Potential negative impacts on stakeholders’
rights may arise from the fact that most
suppliers are selected through public
procurement processes, where violations or
non-compliances may occur and affect
stakeholders.
Entire Group
Own
operations
Short-term
Partner Code of Ethics.
Partner screening process.
Screening against national and international sanctions.
Procurement policy.
Building a sustainable supply chain within the Group.
Materiality time horizon: short-term – up to 1 year; medium-term – 2–5 years; long-term – more than 5 years. If the impact is actual, the time horizon is not specified and is marked as “–”.
48(d). Existing financial effects of material sustainability topics
Sustainability-related risks and opportunities had no material effect on the Company’s financial position, financial performance or cash flows. No risks or opportunities were identified
that would have a material effect on the carrying amounts of the Group’s assets or liabilities.
48(f). Resilience of the strategy and business model
The resilience of the Group’s strategy and business model in addressing material impacts, risks and opportunities was assessed as part of the double materiality assessment and
the climate risk assessment. No separate analysis of strategy and business model resilience was conducted.
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The Group’s double materiality matrix
IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement
The table of contents listing the disclosure requirements that were applied in preparing the Sustainability Report, considering the
results of the DMA, is provided in the ESRS Index section of this report. The table of all datapoints required to be disclosed under
other EU legislation, as specified in Appendix B of the ESRS, is provided in the Annexes section of this report. Climate change is
a material topic for the Group and is included in this report. The scope and content of the material information to be disclosed at
the Group level were determined based on the DMA.
MDR Minimum Disclosure Requirements
The Group applies and discloses information in accordance with the minimum disclosure requirements on policies (MDR-P),
actions (MDR-A), metrics (MDR-M) and targets (MDR-T), together with the relevant disclosure requirements.
MDR-P Policies adopted to manage material sustainability matters
Group policies are applied in the direct operations, and the heads of the Group companies are responsible for their
implementation. Policies are developed and reviewed considering the interests and views of key stakeholders and are supported
by the use of internationally recognised tools and (or) guidelines. The Group’s operational policies are available on the Group’s
website in the section Operating policies.
CRITICAL
● Own workforce (A/+) Social
dialogue, freedom of association;
collective agreements.
● Consumers and end users: (P/-)
Access to products and services
● Business ethics: (P/-)
Corruption and bribery
● Circular economy:
(P/-) Resource inputs,
including resource
use and resource
outputs related to
products and
services; (P/-)
Resource outputs
related to products
and services
MATERIAL
●
Climate change: (A/-) Climate
change adaptation
●
Biodiversity and ecosystems: (A/-)
Changes in land use, changes in
freshwater use and changes in
marine use.
●
Circular economy: (A/-) Waste
●
Business ethics: (P/-) Corporate
culture
●
Own workforce: (A/-) Working time,
work–life balance; (A/+) Training and
skills development; (A/-) Gender
equality and diversity; (A/-)
Employment and inclusion of
persons with disabilities.
●
Consumers and end users: (P/-)
Access to (quality) information
●
Biodiversity and
ecosystems: (P/-) Species
population size
●
Business ethics: (P/-)
Supplier relationship
management, including
payment practices
●
Own workforce (A/+) Fair
remuneration;
(P/-) Privacy
●
Affected communities: (A/-)
Economic and social rights of
communities
●
Own workforce
(P/-) Health and
safety;
●
Pollution (A/-)
Air pollution
●
Climate change:
(A/-) Climate
change
mitigation;
(A/-) Energy
IMPORTANT
● Biodiversity and
ecosystems: (P/-) Species
population size
● Business ethics: (P/-)
Protection of
whistleblowers;
NON-MATERIAL
INFORMATIVE
IMPORTANT
MATERIAL
CRITICAL
Air pollution
AG
– the sub-topic is not material at the
consolidated Group level but is material for Amber Grid.
The disclosures cover Amber Grid only.
Impact materiality
● Environmental area
● Governance
● Social area
A Actual impact
P Potential impact
+ Positive impact
- Negative impact
Financial materiality
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Group policies
Policy description
Scope of
application
The policy is based on
internationally recognised
tools and (or) guidelines
Link to the ESRS
sustainability topic
Partner Code
of Conduct
(PCC)
The policy defines the minimum
standards of conduct that EPSO-G
Group companies expect all their
partners to follow. It promotes lawful,
professional, sustainable and fair
business practices. These practices cover
environmental protection, climate
neutrality, human rights, labour
standards and business ethics
objectives.
Entire
Group
The Code of Conduct for
Partners is based on the
principles of the United Nations
(UN) Universal Declaration of
Human Rights, the
International Labour
Organisation Convention, the
UN Aarhus Convention, the UN
Global Compact, and the UN
Convention against Corruption.
G1 Management of
relationships with
suppliers
E1 Climate Change
E5 Resource use and
circular economy
S3 Affected communities
Code of
conduct
The Code sets out the ethical principles
and standards followed by EPSO-G
Group companies in their operations and
in building and maintaining relationships
with the shareholder, society, business
partners and other stakeholders. The
Code is followed in daily activities by the
employees of the Group companies,
members of collegial bodies and other
persons acting on behalf of the Group
companies. The aim is for the principles
and standards set out in the Code to
become an integral part of the daily
work culture. The Code is closely linked
to the strategies and values of the Group
and its companies.
Entire
Group
-
G1 Business ethics
S4 Consumers and end
users
Sustainability
Policy
The policy defines the key directions and
principles of sustainable development
that guide the operations of the Group
companies and the development of an
advanced organisational culture.
Entire
Group
The policy is based on the UN
Global Compact, the UN
Framework Convention on
Climate Change.
E1 Climate change
S3 Affected communities
E2 Pollution
Environmental
policy
The policy defines the key
environmental principles applied within
the Group to reduce the environmental
impact of its activities and to promote a
culture based on sustainable
development principles within the Group
and its environment.
Entire
Group
It is based on the UN
Framework Convention on
Climate Change, the EU
European Green Deal and the
UN Sustainable Development
Agenda.
E1 Climate change
E4 Biodiversity and
ecosystems
E2 Pollution
S3 Affected communities
Policy on
support and
humanitarian
aid
The policy sets out the key principles for
granting support and (or) humanitarian
aid, as well as the main criteria and
requirements for the transparency and
public disclosure of such support and
(or) humanitarian aid.
Entire
Group
-
S3 Affected communities
Anti-
corruption
policy
The policy defines the anti-corruption
principles applied within the Group, the
functions of the entities involved in anti-
corruption activities and the measures
implemented to create a corruption-
resistant environment within the Group.
Entire
Group
The policy is based on ISO
37001:2016 Anti-bribery
management systems –
Requirements with guidance
for use.
G1 Business ethics;
G1 Corruption and bribery
Remuneration,
performance
appraisal and
development
policy
The policy sets out clear and transparent
principles for employee remuneration
and performance evaluation within the
Group, as well as a remuneration system
based on these principles and the
principles for learning, qualification
development and professional growth.
Entire
Group
-
S1 Own workforce
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Occupational
safety and
health policy
The policy defines the general principles
of occupational health and safety for the
Group’s employees and the main
guidelines for their implementation. Its
objective is to ensure employees’ health
in the workplace and to create a healthy,
safe and productive working
environment.
Entire
Group
The policy is based on ISO
45001 Occupational health and
safety management systems –
Requirements with guidance
for use.
S1 Own workforce
Equal
opportunities
policy
The policy defines the key principles
applied in the Group companies to
ensure that the principles of equal
opportunities and non-discrimination are
upheld in all areas of employment.
Entire
Group
Policy is based on UN
Sustainable Development
Agenda.
S1 Own workforce
Procurement
policy
The Policy sets out the unified principles
governing the Group’s procurement,
strategic planning, coordination, contract
performance, and oversight Group
Entire
Group
-
G1 Management of
relationships with
suppliers
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8.2. Environmental area
8.2.1. Disclosure under the EU Taxonomy Regulation
Legal framework and basis for disclosure
The EU Taxonomy Regulation (EU) 2020/852 (the Taxonomy Regulation) establishes a classification system for environmentally
sustainable economic activities and sets out the criteria used to assess whether an economic activity qualifies as environmentally
sustainable. The purpose of this Regulation is to increase investment in sustainable activities, enhance transparency, and enable
investors, companies and policymakers to understand the extent to which activities contribute to the objectives of the European
Green Deal – namely, achieving climate neutrality by 2050.
Article 9 of the Taxonomy Regulation sets out six environmental objectives to which an economic activity must contribute in order
to be considered environmentally sustainable:
Under the Taxonomy Regulation, a list of environmentally sustainable activities has been established through Delegated Acts,
together with the technical screening criteria applicable to each environmental objective. The main Delegated Acts are:
Delegated Acts
Purpose
Climate Delegated Act (EU) 2021/2139
establishes the economic activities and the technical screening criteria used to assess a
substantial contribution to the climate change mitigation and climate change adaptation
environmental objectives.
Complementary Climate Delegated Act
(EU) 2022/1214
supplements the Climate Delegated Act by establishing the taxonomy assessment of nuclear
energy and certain fossil gas activities, together with the specific criteria applicable to them.
Amended Climate Delegated
Regulation (EU) 2023/2485
further specifies and expands the list of climate change mitigation and climate change
adaptation activities, as well as the related technical screening criteria.
Environmental Delegated Act (EU)
2023/2486
establishes the economic activities and the technical screening criteria related to
environmental objectives other than climate change mitigation and climate change
adaptation.
These Delegated Acts clearly define the technical screening criteria used to assess whether an economic activity makes a
substantial contribution to the relevant environmental objective and does no significant harm to other environmental objectives.
Accordingly, an economic activity is considered environmentally sustainable only if it meets these criteria. The Taxonomy
Regulation establishes the legal and methodological framework under which such compliance is assessed and determined.
Taxonomy-aligned economic activity – an activity defined in Article 3 of the EU Taxonomy Regulation that makes a substantial
contribution to one or more of the specified environmental objectives, does no significant harm to any of the environmental objectives,
complies with the minimum safeguards, and meets the technical screening criteria set out in the EU delegated acts.
Climate change
mitigation
Climate change
adaptation
Sustainable use and protection
of water and marine resources
Protecting and restoring
biodiversity and ecosystems
Pollution prevention and control
Transition to circular economy
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The diagram below illustrates the assessment used to determine whether an economic activity is environmentally sustainable or
environmentally unsustainable.
As a non-financial undertaking, the Group, in accordance with the Disclosures Delegated Regulation (EU) 2021/2178, discloses
the proportion of its total turnover, capital expenditure and operating expenditure that is related to:
• taxonomy-aligned activities – activities included in the Delegated Acts that meet the criteria set out in Article 3 of the
Taxonomy Regulation;
• taxonomy-eligible but environmentally unsustainable activities – activities included in the Delegated Acts but not meeting
one or more of the criteria set out in Article 3 of the Taxonomy Regulation;
• non-taxonomy-eligible economic activities – activities that are not included in the Delegated Acts and do not fall within the
scope of the Taxonomy Regulation.
In addition, we provide the qualitative information necessary to explain these KPIs, as required by Annexes I and II to the
Disclosures Delegated Regulation (EU) 2021/2178.
Application of the Taxonomy Regulation
In assessing the alignment of the Group’s economic activities with the Taxonomy Regulation, we apply a consistent assessment
sequence. The main stages of this process are as follows:
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Identification of the Group’s taxonomy-eligible economic activities
Taxonomy-eligible economic activities were identified following a comprehensive analysis of the Group’s activities against the
criteria set out in the Climate Delegated Regulation (EU) 2021/2139, the Complementary Climate Delegated Regulation (EU)
2022/1214, the Amended Climate Delegated Regulation (EU) 2023/2485, and the Environmental Delegated Regulation (EU)
2023/2486.
Following the analysis, we determined that part of the Group’s economic activities falls within the scope of the Taxonomy
Regulation and is related to the climate change mitigation environmental objective defined in Article 10 of the Taxonomy
Regulation. Some of the Group’s economic activities are included in Annexes I and II to the Climate Delegated Regulation (EU)
2021/2139, meaning that, by their nature, they may be assessed as contributing to both climate change mitigation and climate
change adaptation.
Following the analysis under the Environmental Delegated Regulation (EU) 2023/2486, we determined that none of the economic
activities defined therein correspond to the nature of the Group’s operations.
We also determined that the activities related to nuclear energy and gas defined in the Complementary Climate Delegated
Regulation (EU) 2022/1214 are not relevant to the Group’s activities. For this reason, information on these activities is disclosed
At the Group level, we identify the economic activities that fall within the scope
of the EU Taxonomy Regulation and the Delegated Acts. We review and
update the Group’s list of taxonomy-eligible economic activities.
At the Group level, we assess whether all previously identified taxonomy-
eligible economic activities meet the technical screening criteria and make a
substantial contribution to one of the six environmental objectives.
We perform a further assessment of the technical criteria. We assess whether
the identified taxonomy-eligible economic activities do no significant harm
(DNSH) to any other environmental objectives.
At the Group level, we assess whether taxonomy-eligible economic activities
are carried out in accordance with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights.
At the Group level, we determine which taxonomy-eligible economic activities
are classified as environmentally sustainable and environmentally
unsustainable. We prepare the final list of environmentally sustainable
economic activities.
Identification of taxonomy-
eligible economic activities
1
Assessment of the
substantial contribution
criteria
2
Assessment of compliance
with the “do no significant
harm” criteria for other
environmental objectives
3
Verification of compliance
with the minimum
safeguards
4
Determination of
environmentally sustainable
activities
5
Calculation of the financial
key performance indicators
(KPIs)
6
At the Group level, we calculate the turnover, capital expenditure (hereinafter –
CapEx) and operating expenditure (hereinafter – OpEx) indicators related to the
economic activities, in accordance with the accounting methodology.
“
`
Taking into account the nature of the Group’s activities and their linkage to the objective set out in Article 10 of the
Taxonomy Regulation, the economic activities were attributed to the climate change mitigation environmental objective.
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only in Template 1 of Annex XII to the Disclosures Delegated Regulation (EU) 2021/2178, as required by the Regulation, without
including them in the detailed Taxonomy tables.
In the Taxonomy tables, we present the turnover, CapEx and OpEx indicators covering only those economic activities identified as
taxonomy-eligible in accordance with the applicable Climate Delegated Regulations referred to above. During the reporting
period, we identified a new taxonomy-eligible but non-aligned activity – Operation of personal mobility devices, cycle logistics
(6.4). The list of the Group’s taxonomy-eligible activities is provided below:
Environmental objective
under the Delegated Acts,
activity code and title
Description of the economic activity
Group companies
carrying out the activity
Alignment with the
climate change mitigation
objective
CCM 4.1 / CCA 4.1
Electricity generation using
solar photovoltaic technology
Construction or operation of electricity generation
facilities that produce electricity using solar
photovoltaic (PV) technology.
Amber Grid
Litgrid
Taxonomy-aligned activity
CCM 4.9 / CCA 4.9
Transmission and distribution
of electricity
Construction and operation of transmission
systems that transport the electricity on the extra
high-voltage and high-voltage interconnected
system.
Litgrid
Tetas
Taxonomy-aligned activity
CCM 4.10 / CCA 4.10
Storage of electricity
Construction and operation of facilities that store
electricity and return it at a later time in the form of
electricity. The activity includes pumped
hydropower storage.
Energy Cells
Taxonomy-aligned activity
CCM 4.14 / CCA 4.14
Transmission and distribution
networks for renewable and
low-carbon gases
Conversion, repurposing or retrofit of gas
networks for the transmission and distribution of
renewable and low-carbon gases.
Construction or operation of transmission and
distribution pipelines dedicated to the transport of
hydrogen or other low-carbon gases.
Amber Grid
Taxonomy-aligned activity
CCM 6.4 / CCA 6.4
Operation of personal mobility
devices, cycle logistics
Operation of personal mobility devices, cycle
logistics.
Litgrid
Taxonomy-eligible but
environmentally
unsustainable activity
CCM 6.5 / CCA 6.5
Transport by motorbikes,
passenger cars and light
commercial vehicles
Purchase, financing, renting, leasing and operation
of vehicles designated as category M1, N1, both
falling under the scope of Regulation (EC) No
715/2007, or L (2- and 3-wheel vehicles and
quadricycles).
All Group companies
Taxonomy-eligible but
environmentally
unsustainable activity
CCM 7.2 / CCA 7.2
Renovation of existing
buildings
Construction and civil engineering works or
preparation thereof.
Amber Grid
Litgrid
Taxonomy-eligible but
environmentally
unsustainable activity
CCM 7.4 / CCA 7.4
Installation, maintenance and
repair of charging stations for
electric vehicles in buildings
(and parking spaces attached
to buildings)
Installation, maintenance and repair of charging
stations for electric vehicles in buildings and
parking spaces attached to buildings.
Amber Grid
Litgrid
Taxonomy-aligned activity
CCM 7.6 / CCA 7.6
Installation, maintenance and
repair of renewable energy
technologies
The activity consists in one of the following
individual measures, if installed on-site as
technical building systems: installation,
maintenance and repair of solar photovoltaic
systems and the ancillary technical equipment.
TETAS
Taxonomy-aligned activity
The turnover, CapEx and OpEx key performance indicators (hereinafter – KPIs) related to the climate change adaptation objective
are presented as not-aligned.
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Assessment of Taxonomy alignment
Below we present a detailed assessment of the taxonomy-eligible environmentally sustainable activities. Considering the nature
of the Group’s activities and their linkage to the objective set out in Article 10 of the Taxonomy Regulation and the Climate
Delegated Regulation (EU) 2021/2139, these activities were attributed to the climate change mitigation environmental objective.
Therefore, the primary focus of the Taxonomy disclosures is on the climate change mitigation objective.
Substantial contribution to climate change mitigation
The Group companies Amber Grid and Litgrid generate electricity for their own use using solar power plants installed on the
companies’ buildings. This activity meets the substantial contribution to climate change mitigation criterion set out in Annex I to
the Climate Delegated Regulation (EU) 2021/2139, as electricity is generated using solar photovoltaic technology. By carrying
out this activity, we increase the use of renewable energy sources and contribute to the reduction of GHG emissions by replacing
electricity generated from fossil fuels with electricity produced from renewable energy sources.
We assess that the activity meets the substantial contribution to climate change mitigation criteria.
Do no significant harm criteria for other environmental objectives
Environmental objective
Compliance assessment
Climate change adaptation
We assess the activity’s compliance based on the climate-related risk and vulnerability
assessment presented in the relevant section of the report.
We assess that the activity meets the climate change adaptation criteria set out in Appendix A to
Annex I to the Climate Delegated Regulation (EU) 2021/2139.
Sustainable use of water and marine
resources
The do no significant harm criteria are not applicable to this activity.
Transition to a circular economy
Solar photovoltaic modules use durable technologies with a design lifetime of up to 25 years. The
modules are easily dismantled and replaceable, and the mounting structures are made of
aluminium. The glass, plastic and metal contained in the modules can be recycled.
We assess that the activity meets the transition to a circular economy criteria.
Pollution prevention and control
The do no significant harm criteria are not applicable to this activity.
Protection and restoration of
biodiversity and ecosystems
The solar power plants have been installed in urbanised areas on existing buildings; therefore, the
activity does not require additional land use and has no direct impact on natural habitats. The
activity does not generate noise, vibrations or light signals that could disturb wildlife. An
environmental impact assessment (EIA), EIA screening or a Natura 2000 appropriate assessment
is not applicable to this activity. We assess that the activity meets the biodiversity and ecosystems
protection and restoration criteria.
Taking the above into account, we assess that the activity – electricity generation using solar photovoltaic technology – does no
significant harm to other environmental objectives and complies with the DNSH criteria set out in the Climate Delegated
Regulation (EU) 2021/2139.
Substantial contribution to climate change mitigation
The Group company Litgrid carries out the maintenance and technical servicing of electricity transmission infrastructure, electricity
transmission, and the construction and operation of transmission systems through which electricity is transmitted via
interconnected extra-high and high-voltage networks. This activity meets the substantial contribution to climate change mitigation
criterion set out in Annex I to the Climate Delegated Regulation (EU) 2021/2139 – the electricity transmission system is
interconnected with the European system, i.e. with the control areas of the European Union Member States, Norway, Switzerland
and the United Kingdom, and the systems under their control.
4.1 Electricity generation using solar photovoltaic technology
4.9 Transmission and distribution of electricity
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The Group company TETAS performs contracting activities in the networks of electricity transmission and distribution system
operators – implementing infrastructure construction, maintenance and reconstruction works. We assess that this activity meets
the substantial contribution to climate change mitigation criteria set out in the Climate Delegated Regulation (EU) 2021/2139:
• construction, installation and operation of equipment and infrastructure where the main objective is to increase the generation
or use of electricity from renewable energy sources in the electricity system;
• installation of equipment intended to enhance the controllability, observability and flexibility of the electricity system, thereby
enabling the expansion of renewable energy sources and their integration into electricity transmission and distribution
networks.
We are expanding the electricity transmission network and thereby creating the technical conditions for connecting and
integrating renewable energy generation systems. The expansion and integration of renewable energy sources into the electricity
transmission system is embedded in national strategic documents; therefore, our activities directly contribute to the achievement
of these objectives and to the reduction of GHG emissions in the energy sector. Climate change mitigation aspects are integrated
into our operational management – we implement GHG emissions reduction plans and other climate-related measures.
We assess that the activities meet the substantial contribution to climate change mitigation criteria.
Do no significant harm criteria for other environmental objectives
Environmental objective
Compliance assessment
Climate change adaptation
We assess the activity’s compliance based on the climate-related risk and vulnerability assessment
presented in the relevant section of the report.
We assess that the activity meets the climate change adaptation criteria set out in Appendix A to
Annex I to the Climate Delegated Regulation (EU) 2021/2139.
Sustainable use of water and marine
resources
The do no significant harm criteria are not applicable to this activity.
Transition to a circular economy
Waste management is carried out in accordance with national legislation and environmental
management systems compliant with ISO 14001 requirements.
Hazardous and non-hazardous waste generated during operations is sorted, recorded and transferred
to authorised waste managers under valid contracts. We promote the reuse and recycling of
generated waste.
We assess that the activity meets the transition to a circular economy criteria.
Pollution prevention and control
The activity is carried out in compliance with national environmental and occupational health and
safety legislation and through management systems aligned with ISO 14001 and ISO 45001
standards. We conduct on-site inspections of employees and contractors, and identified non-
conformities are recorded and addressed.
We monitor electromagnetic field levels in overhead high-voltage lines and confirm that they do not
exceed the limit values set in applicable hygiene standards.
We are gradually reducing the use of SF₆ gas, implementing SF₆-free equipment and ensuring that
personnel servicing the relevant equipment hold the required certifications.
We implement preventive measures to manage potential environmental pollution incidents –
including the installation of oil collection systems and oil separators.
We assess that the activity meets the pollution prevention and control criteria.
Protection and restoration of
biodiversity and ecosystems
Where required by the scale of activities, prior to the construction or reconstruction of new overhead
electricity transmission lines, we carry out an environmental impact assessment (EIA), EIA screening
or a Natura 2000 appropriate assessment. During these procedures, we identify potential impacts on
biodiversity and ecosystems, define mitigation measures and implement them during project
execution.
We assess that the activity meets the biodiversity and ecosystems protection and restoration criteria.
Taking the above into account, we assess that the activity – transmission and distribution of electricity – does no significant harm
to other environmental objectives and complies with the DNSH criteria set out in the Climate Delegated Regulation (EU)
2021/2139.
Substantial contribution to climate change mitigation
The Group company Energy Cells operates electricity storage facilities – installations in which electricity is stored and
subsequently returned in the form of electricity. We operate four battery energy storage systems (BESS) in Lithuania with a total
capacity of 200 MW and total storage capacity of 200 MWh. This activity meets the substantial contribution to climate change
4.10 Storage of electricity
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mitigation criterion set out in Annex I to the Climate Delegated Regulation (EU) 2021/2139 – construction and operation of
electricity storage systems, including pumped hydropower storage.
We assess that the activities meet the substantial contribution to climate change mitigation criteria.
Do no significant harm criteria for other environmental objectives
Environmental objective
Compliance assessment
Climate change adaptation
We assess the activity’s compliance based on the climate-related risk and vulnerability assessment
presented in the relevant section of the report.
We assess that the activity meets the climate change adaptation criteria set out in Appendix A to
Annex I to the Climate Delegated Regulation (EU) 2021/2139.
Sustainable use of water and marine
resources
The business model does not include pumped hydropower storage and is not associated with water
bodies. The BESS are not hydro-based; therefore, we assess that the activity meets the criteria for
the sustainable use and protection of water and marine resources.
Transition to a circular economy
We have established a waste management plan that ensures the sorting, reuse or recycling of
waste. Hazardous and non-hazardous waste management is carried out through authorised
contractors under long-term agreements. Our long-term BESS maintenance contracts include
provisions requiring contractors to record waste with recovery value and to transfer it for reuse or
recycling.
We assess that the activity meets the transition to a circular economy criteria.
Pollution prevention and control
The do no significant harm criteria are not applicable to this activity.
Protection and restoration of
biodiversity and ecosystems
The BESS have been installed in urbanised areas – electricity transmission and distribution
substations. An environmental impact assessment (EIA), EIA screening or a Natura 2000
appropriate assessment is not applicable to this activity.
We assess that the activity meets the biodiversity and ecosystems protection and restoration
criteria.
Taking the above into account, we assess that the activity – storage of electricity – does no significant harm to other environmental
objectives and complies with the DNSH criteria set out in the Climate Delegated Regulation (EU) 2021/2139.
Substantial contribution to climate change mitigation
The Group company Amber Grid operates the main natural gas transmission networks to which biomethane production plants
supplying biomethane to the gas transmission system are connected. We also carry out maintenance and repair works on the gas
pipeline network, during which methane leaks are identified and eliminated. These activities meet the substantial contribution to
climate change mitigation criteria set out in the Climate Delegated Regulation (EU) 2021/2139:
• modification of gas transmission and distribution networks where the primary objective is to enable the integration of
hydrogen and other low-carbon gases, including any gas transmission or distribution network activity that allows the network
to increase the share of hydrogen or other low-carbon gases in the gas system;
• detection and repair of leaks in existing pipelines and other network elements in order to reduce methane leakage.
We assess that the activity meets the substantial contribution to climate change mitigation criteria.
Do no significant harm criteria for other environmental objectives
Environmental objective
Compliance assessment
Climate change adaptation
We assess the activity’s compliance based on the climate-related risk and vulnerability
assessment presented in the relevant section of the report.
We assess that the activity meets the climate change adaptation criteria set out in Appendix A to
Annex I to the Climate Delegated Regulation (EU) 2021/2139.
Sustainable use of water and marine
resources
The connection and transmission of biomethane through the gas transmission network are not
associated with the use of water or marine resources. The activity does not prevent the
achievement of good status of water bodies and marine waters nor does it lead to their
deterioration.
We assess that the activity meets the criteria for the sustainable use and protection of water and
marine resources.
4.14 Transmission and distribution networks for renewable and low-carbon gases
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Transition to a circular economy
The do no significant harm criteria are not applicable to this activity.
Pollution prevention and control
When integrating biomethane producers into the existing gas transmission system, we do not
design or install new equipment subject to eco-design requirements under Directive
2009/125/EC. Methane leak detection and repair activities contribute to the reduction of air
pollution and GHG emissions. We assess that the activity meets the pollution prevention and
control criteria.
Protection and restoration of
biodiversity and ecosystems
The connection of biomethane producers is carried out to existing gas pipelines; therefore,
environmental impact assessment (EIA), EIA screening or Natura 2000 appropriate assessment
procedures are not applicable to this activity.
It should be noted that following the completion of the GIPL gas pipeline in 2022, environmental
monitoring was carried out and did not identify any significant negative impact on biodiversity –
habitats recovered naturally.
We assess that the activity meets the biodiversity and ecosystems protection and restoration
criteria.
Taking the above into account, we assess that the activity – transmission and distribution networks for renewable and low-carbon
gases – does no significant harm to other environmental objectives and complies with the DNSH criteria set out in the Climate
Delegated Regulation (EU) 2021/2139.
Substantial contribution to climate change mitigation
During the reporting period, the Group companies Amber Grid and Litgrid operated electric vehicle charging stations that had
already been installed for their own use. This activity meets the substantial contribution to climate change mitigation criterion set
out in Annex I to the Climate Delegated Regulation (EU) 2021/2139 – in carrying out this activity, physical and non-physical
solutions (adaptation solutions) have been implemented that significantly reduce the most relevant climate-related physical risk
for this activity.
The operation of charging stations enables the electrification of transport and contributes to reducing the use of fossil fuels,
thereby lowering GHG emissions in the transport sector. Electrification is embedded in national strategic documents; therefore,
our activities directly contribute to the achievement of the State’s climate change mitigation objectives.
During the reporting period, we did not incur additional capital or operating expenditure for this activity, as the maintenance and
repair of the charging stations were carried out under the manufacturer’s warranty obligations.
We assess that the activity meets the substantial contribution to climate change mitigation criteria.
Do no significant harm criteria for other environmental objectives
Climate change adaptation – we assess the activity’s compliance based on the climate-related risk and vulnerability assessment
presented in the relevant section of the report. We assess that the activity meets the climate change adaptation criteria set out in
Appendix A to Annex I to the Climate Delegated Regulation (EU) 2021/2139.
For the remaining environmental objectives – the sustainable use and protection of water and marine resources, the transition to
a circular economy, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems – the do
no significant harm criteria are not specified.
Substantial contribution to climate change mitigation
During 2023–2024, the Group company TETAS carried out activities including the installation of solar power systems for
households and businesses, as well as their technical and operational maintenance. During the reporting period, we performed
only warranty maintenance of the installed solar power systems. This activity meets the substantial contribution to climate change
mitigation criterion set out in Annex I to the Climate Delegated Regulation (EU) 2021/2139 – installation, maintenance and repair
of solar photovoltaic systems and ancillary technical equipment.
We assess that the activity meets the substantial contribution to climate change mitigation criteria.
7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings
(and parking spaces attached to buildings)
7.6 Installation, maintenance and repair of renewable energy technologies
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Do no significant harm criteria for other environmental objectives
Climate change adaptation – we assess the activity’s compliance based on the climate-related risk and vulnerability assessment
presented in the relevant section of the report. We assess that the activity meets the climate change adaptation criteria set out in
Appendix A to Annex I to the Climate Delegated Regulation (EU) 2021/2139.
For the remaining environmental objectives – the sustainable use and protection of water and marine resources, the transition to
a circular economy, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems – the do
no significant harm criteria are not specified.
Climate-related risk and vulnerability assessment
The main risks are presented in the “Risk Management Framework” section of the Integrated Annual Report and in the
Sustainability Report section “E1-1 Climate change”. When assessing climate risks, we determined that the impact of physical
risks on our activities in the short, medium and long term (up to 2050) is relatively low, except for potential higher impacts in the
event of floods and extreme water level fluctuations. The impact of transition risks at the Group level is also assessed as low –
across all business segments we have identified opportunities to manage climate-related risks and have planned appropriate
measures.
The table below provides an overview of the climate-related physical risks relevant to the Group’s activities.
Activity specified in the
Delegated Acts
Acute physical risk
Chronic physical risk
CCM 4.1 Electricity
generation using solar
photovoltaic technology
Heatwave, cold wave/freezing, wildfires,
drought, heavy precipitation, snow and ice load,
landslide, subsidence
Changing temperature, changing precipitation patterns,
precipitation or hydrological variability, saltwater
intrusion, sea level rise, water stress, geohazards, soil
erosion
CCM 4.9 Transmission and
distribution of electricity
Heatwave, wildfires, storms, wind gusts,
lightning, flooding, snow and ice load
Changing precipitation patterns
CCM 4.10 Storage of
electricity
Heatwave, heavy precipitation
Changing temperature
CCM 4.14 Transmission and
distribution networks for
renewable and low-carbon
gases
Heatwave, cold wave/freezing, wildfires, storms,
wind gusts, lightning, drought, heavy
precipitation, flooding, snow and ice load,
landslide, subsidence
Changing temperature, precipitation or hydrological
variability, saltwater intrusion, sea level rise, water
stress, geohazards, soil erosion
CCM 7.4 Installation,
maintenance and repair of
charging stations for electric
vehicles in buildings (and
parking spaces attached to
buildings)
Heatwave, cold wave/freezing, wildfires,
drought, heavy precipitation, snow and ice load,
landslide, subsidence
Changing temperature, changing precipitation patterns,
precipitation or hydrological variability, saltwater
intrusion, sea level rise, water stress, geohazards, soil
erosion
CCM 7.6 Installation,
maintenance and repair of
renewable energy
technologies
Heatwave
-
Assessment of compliance with the minimum safeguards
We assess the compliance of the Group’s taxonomy-eligible activities with the minimum safeguards in accordance with Article 18
of the Taxonomy Regulation (EU) 2020/852. This Article requires that taxonomy-eligible economic activities are carried out in
compliance with the minimum safeguards ensuring adherence to the OECD Guidelines for Multinational Enterprises and the UN
Guiding Principles on Business and Human Rights.
We have implemented a system of policies, procedures and control measures in the areas of human rights, employee protection,
equal opportunities, tax transparency, fair competition and anti-corruption. These provisions are embedded in the Equal
Opportunities Policy, the Code of Ethics and the Partner Code. Considering the governance measures in place and their practical
implementation, we assess that our taxonomy-eligible economic activities comply with the minimum safeguards set out in the EU
Taxonomy Regulation.
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Accounting policy
The calculation of the key performance indicators (hereinafter – KPIs) was carried out in accordance with the Disclosures Delegated
Regulation (EU) 2021/2178. The KPI calculations and disclosures are presented in line with Article 2 of the Disclosures Delegated
Regulation (EU) 2021/2178, which provides that:
1) Non-financial undertakings shall disclose the information referred to in Article 8(1) and (2) of Regulation (EU) 2020/852
as specified in Annex I to this Regulation.
2) The information referred to in paragraph 1 shall be presented in tabular format using the templates set out in Annex II
to this Regulation.
The calculation methodology is based on the interpretation of the applicable European Commission guidance. Given the limited
guidance available, we made certain assumptions (detailed alongside the respective KPIs) to support the implementation of the
Regulation. Should new official European Commission guidance or established practice emerge, these assumptions will be revised
and disclosed as appropriate.
We assumed that revenue (turnover), Taxonomy OpEx (operating expenditure under the Taxonomy) and Taxonomy CapEx (capital
expenditure under the Taxonomy) that can be reasonably linked to identified taxonomy-eligible and/or taxonomy-aligned activities
may accordingly be classified as KPIs of taxonomy-eligible and/or taxonomy-aligned activities. The Taxonomy revenue and CapEx
KPIs are directly linked to the indicators used in the Management Report and the financial statements. Taxonomy OpEx includes
only those costs required under the Disclosures Delegated Regulation (EU) 2021/2178.
For the calculation of consolidated data, we applied consolidation adjustments consistent with the principles used in the financial
statements.
Calculation of revenue from taxonomy-eligible and/or taxonomy-aligned activities
In accordance with the Disclosures Delegated Regulation (EU) 2021/2178, the share of the Group’s revenue from taxonomy-
eligible and/or taxonomy-aligned economic activities was calculated by dividing the revenue from products or services associated
with taxonomy-eligible and/or taxonomy-aligned activities (numerator) by the Group’s total revenue (denominator).
The numerator includes the following Group revenue recognised as environmentally sustainable taxonomy-eligible economic
activities:
• revenue of the electricity transmission system operator, excluding other non-typical operating income (revenue from
administration of guarantees of origin, default interest, etc.);
• revenue in full from contracting works performed by the Group company at the request of the electricity distribution system
operator in the course of development, repair and operation of energy infrastructure;
• revenue of the gas transmission system operator from activities related to transmission networks for renewable and low-
carbon gases;
• revenue from contracting works generated from the installation, maintenance and repair of renewable energy technologies.
In 2024, the Company completed the obligations carried over from previous periods and did not enter new contracts.
When calculating Taxonomy revenue, revenue from contracting works performed by Group companies for the electricity
transmission system operator and services provided by the electricity storage operator to the electricity transmission system
operator are eliminated from total revenue in accordance with IFRS 10 Consolidated Financial Statements.
The Group does not generate revenue from certain identified taxonomy-eligible economic activities, such as electricity generation
using solar photovoltaic technology (activity code 4.1), installation, maintenance and repair of charging stations for electric
vehicles in buildings (and parking spaces attached to buildings) (activity code 7.4), operation of personal mobility devices, cycle
logistics (activity code 6.4), transport by motorbikes, passenger cars and light commercial vehicles (activity code 6.5), and
renovation of existing buildings (activity code 7.2). These activities are carried out to ensure efficient operations and to optimise
costs for the Group’s own needs.
The revenue included in the denominator (net turnover) corresponds to the revenue presented in the Group’s financial statements.
Other income is not included in the denominator. Revenue from Taxonomy activities is recognised in accordance with IFRS 15
Revenue from Contracts with Customers, IAS 1 Presentation of Financial Statements and related standards and IFRIC
interpretations, in line with the accounting policies described in the notes to the Group’s financial statements.
Calculation of Taxonomy CapEx from taxonomy-eligible and/or taxonomy-aligned activities
In accordance with the Disclosures Delegated Regulation (EU) 2021/2178, the share of the Group’s Taxonomy CapEx related to
taxonomy-eligible and/or taxonomy-aligned economic activities was calculated by dividing the Taxonomy CapEx associated with
assets or processes linked to taxonomy-eligible and/or taxonomy-aligned economic activities by the Group’s total Taxonomy
CapEx.
The numerator of the KPI includes the following Group CapEx recognised as environmentally sustainable taxonomy-eligible
economic activities:
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• capital expenditure of the electricity transmission system operator that met the technical screening criteria;
• capital expenditure of the electricity and gas transmission system operators related to the installation, maintenance and
repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) was included in full.
Capitalised payroll costs, business travel expenses, interest and project costs financed by third parties and transferred to the
Company free of charge were excluded from the CapEx calculation. CapEx includes all expenditure incurred during the reporting
period, regardless of whether the asset has been put into operation or is still under development. Advance payments for property,
plant and equipment were excluded from the numerator.
Capital expenditure of the Group companies performing contracting works was not included in the numerator, as the most
significant investments relate to equipment, work devices and tools for which it is not possible to reliably attribute them to a
specific project/activity, and the technical criteria set out in the Regulation are intended for projects rather than for goods or work
equipment.
The denominator of the Group’s CapEx includes additions to property, plant and equipment (hereinafter – PPE) and intangible
assets, with the value of assets received from third parties eliminated. In the Group’s financial statements, the carrying amount of
PPE is presented net of received grants. The Taxonomy numerator and denominator were not reduced by grants received for the
acquisition of the related assets in order to more fairly reflect the scale of investments undertaken.
Capital expenditure related to Taxonomy activities is recognised in accordance with IAS 16 Property, Plant and Equipment and
IAS 38 Intangible Assets. In intra-group transactions, the margin on contracting works (unrealised profit) is eliminated from the
Group’s capital expenditure in accordance with IFRS 10 Consolidated Financial Statements.
Calculation of Taxonomy OpEx from taxonomy-eligible and/or taxonomy-aligned activities
In accordance with the Disclosures Delegated Regulation (EU) 2021/2178, the share of the Group’s Taxonomy OpEx related to
taxonomy-eligible and/or taxonomy-aligned economic activities was calculated by dividing the portion associated with assets or
processes linked to taxonomy-eligible and/or taxonomy-aligned economic activities by the Group’s total Taxonomy OpEx.
In calculating Taxonomy OpEx, we included direct non-capitalised expenditure related to infrastructure maintenance and repair,
research and development, building renovation measures, short-term leases, and all other direct expenditure associated with the
day-to-day servicing of property, plant and equipment carried out by the undertaking or by a third party engaged for this purpose,
which is necessary to ensure the continued and effective functioning of such assets. It should be noted that Taxonomy OpEx
calculated in this way does not correspond to the Group’s total operating expenses.
The Group’s Taxonomy OpEx includes:
• operating expenditure of the electricity transmission system operator: including electricity network maintenance and repair
costs and research and development costs in full, while payroll, information systems, transport and premises maintenance
costs are included only for employees directly engaged in network maintenance;
• in full, the maintenance and repair costs of the electricity storage facilities operator (after eliminating intra-group transactions)
and the payroll costs of operational control dispatchers;
• the portion of operating expenditure of the Group company performing contracting works attributable to services provided
to the electricity distribution system operator.
Expenditure related to Taxonomy activities is recognised on an accrual basis in accordance with IAS 1 Presentation of Financial
Statements, and intra-group transactions are eliminated in accordance with IFRS 10 Consolidated Financial Statements.
Double counting
When disclosing KPIs related to taxonomy-eligible and/or taxonomy-aligned activities, we avoided double counting, as each KPI
is allocated to distinct and independent activities. To prevent double counting, where an economic activity contributes to multiple
environmental objectives, the KPI was counted only once in the numerator. Where necessary, intra-group transactions were
eliminated.
During the reporting period, the Group did not issue new environmentally sustainable bonds or debt securities intended to finance
taxonomy-aligned economic activities. Nevertheless, it should be noted that in 2022 the Group issued one green bond, part of
whose proceeds was used to finance taxonomy-aligned economic activities.
Contextual information on the KPIs defined in the Taxonomy Regulation
We disclose all KPIs based on the criteria for the climate change mitigation objective.
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The share of capital expenditure not associated with taxonomy-eligible activities amounted to 9.0% in 2025 and decreased by
4.2 percentage points, or EUR 48.7 million, compared with 2024. The change was primarily driven by increased investments by
the gas transmission system operator that were not related to taxonomy-eligible activities.
To ensure accuracy and comparability of data, we revised and restated the 2024 capital expenditure activity indicators and the
denominator:
• the denominator was adjusted by eliminating assets received by the natural gas transmission system operator from third
parties and by revising the amount of assets received by the electricity transmission system operator. The denominator
increased by EUR 1.3 million;
• the electricity transmission system operator revised the allocation of capital expenditure across activities. Accordingly, capital
expenditure for electricity transmission and distribution activities decreased by EUR 0.6 million, while capital expenditure for
the renovation of existing buildings increased by EUR 0.5 million;
• capital expenditure is no longer attributed by the natural gas transmission system operator to the activity “transmission and
distribution networks for renewable and low-carbon gases”, as the assets used for this activity were received from third
parties (decrease of EUR 0.3 million).
The percentage (in terms of total revenue) of revenue associated with taxonomic activities in 2025 was 85.2%, an
increase of 3.8 percentage points compared to 2024, and in absolute terms, it increased by EUR 55.1 million from EUR
391.3 million to EUR 446.4 million in 2025:
• revenue from the core activities of the electricity transmission system operator increased by EUR 53.3 million due to
higher revenue from additional services;
• the Group companies’ revenue from electricity distribution activities increased by EUR 2.2 million due to a higher
volume of orders;
• revenue from the installation, maintenance and repair of renewable energy technologies decreased by EUR 0.6
million following the completion of contractual obligations by the Group company in 2024;
• revenue from transmission and distribution networks for renewable and low-carbon gases increased by EUR 0.2
million due to higher volumes of biomethane injected into the system.
The percentage (in terms of total CapEx) of capital expenditure (CapEx) related to taxonomic activities in 2025 was
90.9%, a decrease of 4.3 percentage points compared to 2024, and in absolute terms decreased by EUR 48.8 million
from EUR 207.7 million to EUR 158.9 million in 2025:
• capital expenditure meeting the technical criteria for taxonomy-aligned electricity transmission activities decreased
by EUR 47.9 million due to the intensive implementation of synchronisation-related projects in 2024 (with 2025
being the finalisation year);
•
no capital expenditure was incurred for electricity storage activities due to the newness of the system (the electricity
storage system project – a four-battery park system – was completed in 2023), and therefore no additional investment
was required;
•
capital expenditure by the gas and electricity transmission system operators on the renovation of existing buildings
decreased by EUR 1 million due to lower volumes (projects are ongoing, with the majority of works completed in
2024);
• capital expenditure by the gas and electricity transmission system operators on the installation of charging stations
for electric vehicles amounted to EUR 0.1 million, reflecting the needs of the Group companies’ electric vehicle fleet
and the related charging infrastructure.
The share of operating expenditure (OpEx) associated with taxonomy-eligible activities amounted to 66.1% in 2025 and
decreased by 0.4 percentage points compared with 2024; however, in absolute terms it increased by EUR 5.0 million:
• operating expenditure in electricity storage activities decreased by EUR 0.2 million due to lower network
maintenance and repair costs (the operational switching agreement was not renewed in 2025 as it was not
required);
•
operating expenditure of the electricity transmission system operator increased by EUR 2.7 million due to higher
network maintenance and repair costs and higher payroll costs for employees performing network maintenance and
repair;
•
operating expenditure of the Group companies in electricity distribution activities increased by EUR 2.9 million due to
higher volumes of work.
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Revenue under EU Taxonomy Regulation
Substantial contribution criteria
Do no significant harm criteria
Minimum safeguards
Proportion of taxonomy
-
aligned
revenue
, 2024 (%)
Enabling
activity (E)
Transitional activity (T)
Economic activity
Code
Revenue
Proportion of
revenue, 2025
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular
economy
Biodiversity
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular
economy
Biodiversity
A. TAXONOMY ELIGIBLE
ACTIVITIES
million Eur
%
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y / N
Y / N
Y / N
Y / N
Y / N
Y / N
Y / N
%
E
T
EL/
N/EL
EL/
N/EL
EL/
N/EL
EL/
N/EL
EL/
N/EL
EL/
N/EL
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using
solar photovoltaic
technology
CCM 4.1 /
CCA 4.1
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Transmission and
distribution of electricity
CCM 4.9 /
CCA 4.9
446.1
85.2%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
81.2%
E
Storage of electricity
CCM 4.10 /
CCA 4.10
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
Transmission and
distribution networks for
renewable and low-carbon
gases
CCM 4.14 /
CCA 4.14
0.3
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Installation, maintenance
and repair of charging
stations for electric vehicles
in buildings (and parking
spaces attached to
buildings)
CCM 7.4 /
CCA 7.4
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
Installation, maintenance
and repair of renewable
energy technologies
CCM 7.6 /
CCA 7.6
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.1%
E
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Turnover of
environmentally
sustainable activities
(taxonomy-aligned) (A.1)
446.4
85.2%
85.2%
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
81.4%
Of which: enabling
activities
446.1
85.2%
85.2%
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
81.3%
E
Of which: transitional
activities
-
-
-
-
-
-
-
-
-
-
-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Transport by motorbikes,
passenger cars and light
commercial vehicles.
CCM 6.5 /
CCA 6.5
0.0
0.0%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.0%
Operation of personal
mobility devices, cycle
logistics
CCM 6.4 /
CCA 6.4
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Renovation of existing
buildings
CCM 7.2 /
CCA 7.2
0.0
0.0%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.0%
Turnover of Taxonomy-
eligible but not
environmentally
sustainable activities (not
Taxonomy-aligned
activities) (A.2)
0.0
0.0%
0.0%
-
-
-
-
-
0.0%
Turnover of Taxonomy-
eligible activities (A.1+A.2)
446.4
85.2%
85.2%
-
-
-
-
-
81.4%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-
non-eligible activities
77.3
14.8%
Total (A+B)
523.7
100%
The income included in the Group's revenue (net turnover) is consistent with the income presented in the Group's financial statements (Other income is not included in the denominator). Further information on the
Group's revenue is provided in Note 31 to the financial statements.
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Capital expenditure under the EU Taxonomy Regulation (CapEx)
Substantial contribution criteria
Do no significant harm criteria
Minimum safeguards
Percentage of capital
expenditure from taxonomy
-
aligned activities (A.1) or
taxonomy
-
eligible activities
(A.2), 2024
Enabling
activity (E)
Transitional activity (T)
Economic activity
Code
Capital
expenditu
re
Proportion
of capital
expenditur
e, 2025
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
A. TAXONOMY ELIGIBLE
ACTIVITIES
million
Eur
%
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y / N
Y / N
Y
/
N
Y /
N
Y / N
Y /
N
Y / N
%
E
T
EL/
N/EL
EL/
N/EL
EL/
N/EL
EL
/
N/EL
EL/
N/EL
EL/
N/EL
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using solar
photovoltaic technology
CCM 4.1. /
CCA 4.1.
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Transmission and distribution of
electricity
CCM 4.9 /
CCA 4.9
157.8
90.3%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
94.3%
E
Storage of electricity
CCM 4.10 /
CCA 4.10
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
Transmission and distribution
networks for renewable and low-
carbon gases
CCM 4.14. /
CCA 4.14.
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Installation, maintenance and repair
of charging stations for electric
vehicles in buildings (and parking
spaces attached to buildings)
CCM 7.4. /
CCA 7.4.
0.1
0.1%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
Installation, maintenance and repair
of renewable energy technologies
CCM 7.6 /
CCA 7.6
0.0
0.0%
Y
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
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Capital expenditure of
environmentally sustainable
activities (taxonomy-aligned) (A.1)
157.9
90.3%
90.3%
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
94.3%
Of which: enabling activities*
157.9
90.3
90.3%
N
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
94.3%
E
Of which: transitional activities
-
-
-
-
-
-
-
-
-
-
-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Transport by motorbikes, passenger
cars and light commercial vehicles.
CCM 6.5. /
CCA 6.5.
0.3
0.2
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.1%
Operation of personal mobility
devices, cycle logistics
CCM 6.4 /
CCA 6.4
0.0
0.0%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.0%
Renovation of existing buildings
CCM 7.2. /
CCA 7.2.
0.8
0.5%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.8%
Capital expenditure of Taxonomy-
eligible but not environmentally
sustainable activities (not
Taxonomy-aligned activities) (A.2)
1.1
0.6%
0.6%
-
-
-
-
-
0.9%
Capital expenditure of Taxonomy-
eligible activities (A.1+A.2)
159.0
90.9%
90.9%
-
-
-
-
-
95.2%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capital expenditure from non-
taxonomy-eligible activities
15.8
9.0%
Total (A+B)
174.8
100%
We attributed the amount of acquisitions of long-term tangible (hereinafter referred to as IMT) and intangible assets to the Group's capital expenditure and eliminated the value of assets received from third parties (-
26.9 million euros). We do not assess these assets in the context of the Taxonomy because we do not have the information necessary to perform a technical analysis of the criteria and the analysis of no significant
harm (DNSH). More information about the Group's investments is provided in Notes 6 and 7 to the financial statements.
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Operational expenditure under the EU Taxonomy Regulation (OpEx)
Substantial contribution criteria
Do no significant harm criteria
Minimum safeguards
Percentage of operational
expenditure from taxonomy
-
aligned
activities (A.1) or taxonomy
-
eligible
activities (A.2),
2024
Enabling
activity (E)
Transitional
activity (T)
Economic activity
Code
Operatio
nal
expendit
ure
Propor
tion of
operati
onal
expend
iture,
2025
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular
economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
A. TAXONOMY
ELIGIBLE
ACTIVITIES
million
Eur
%
Y/ N/
N/EL
Y/ N/
N/EL
Y/ N/
N/EL
Y/
N/
N/
EL
Y/ N/ N/EL
Y/ N/
N/EL
Y / N
Y / N
Y /
N
Y /
N
Y / N
Y /
N
Y / N
%
E
T
EL/
N/EL
EL/
N/EL
EL/
N/EL
EL
/ N/EL
EL/
N/EL
EL/
N/EL
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation
using solar
photovoltaic
technology
CCM 4.1. / CCA
4.1.
0.0
0.0%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Transmission and
distribution of
electricity
CCM 4.9 / CCA
4.9
37.0
62.8%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
61.3%
E
Storage of electricity
CCM 4.10 / CCA
4.10
1.8
3.0%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
3.9%
E
Transmission and
distribution networks
for renewable and
low-carbon gases
CCM 4.14. / CCA
4.14.
0.0
0.0%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
-
Installation,
maintenance and
repair of charging
stations for electric
vehicles in buildings
(and parking spaces
attached to
buildings)
CCM 7.4. / CCA
7.4.
0.0
0.0%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
0.0%
E
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Installation,
maintenance and
repair of renewable
energy technologies
CCM 7.6 / CCA
7.6
0.0
0.0%
Y
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
1.0%
E
Operational
expenditure of
environmentally
sustainable
activities
(taxonomy-aligned)
(A.1)
38.8
65.8%
65.8%
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
66.1%
Of which: enabling
activities*
38.8
65.8%
65.8%
N
N/EL
N/
EL
N/EL
N/EL
Y
Y
Y
Y
Y
Y
Y
66.1%
E
Of which:
transitional
activities
-
-
-
-
-
-
-
-
-
-
-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Transport by
motorbikes,
passenger cars and
light commercial
vehicles.
CCM 6.5. / CCA
6.5.
0.2
0.3%
EL
N/EL
N/EL
N/
EL
N/EL
N/EL
0.4%
Operation of
personal mobility
devices, cycle
logistics
CCM 6.4 / CCA
6.4
0.0
0.0%
EL
N/EL
N/EL
N/
EL
N/EL
N/EL
0.0%
Renovation of
existing buildings
CCM 7.2. / CCA
7.2.
0.0
0.0%
EL
N/EL
N/EL
N/
EL
N/EL
N/EL
0.0%
Operational
expenditure of
Taxonomy-eligible
but not
environmentally
sustainable
activities (not
Taxonomy-aligned
activities) (A.2)
0.2
0.3%
0.3%
-
-
-
-
-
0.4%
Operational
expenditure of
Taxonomy-eligible
activities (A.1+A.2)
39.0
66.1%
66.1%
-
-
-
-
-
66.5%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
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OpEx of Taxonomy-
non-eligible
activities
19.9
33.9%
Total (A+B)
58.9
100%
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Nuclear energy and fossil gas under the EU Taxonomy Regulation
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of
innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the
fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations
to produce electricity or process heat, including for the purposes of district heating or industrial processes such as
hydrogen production, as well as their safety upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce
electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen
production from nuclear energy, as well as their safety upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities
that produce electricity using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined
heat/cool and power generation facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation
facilities that produce heat/cool using fossil gaseous fuels.
NO
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8.3. Environmental information
8.3.1. E1 Climate change
During the Group’s DMA, we identified material negative impacts related to climate change adaptation, climate change mitigation,
and energy subtopics within the climate change topic. We also identified material potential risks for the Group arising from
activities related to the climate change mitigation and energy subtopics.
The impacts and risks are material at the consolidated Group level. More details on the DMA process, methodology and results
are provided in the section “Group's double materiality assessment”.
Impacts
Actual negative impact on climate change adaptation due to biomass extraction at upstream of the value chain.
Actual negative impact on climate change mitigation due to the Group’s GHG emissions.
Actual negative impact on the energy topic due to the activities of the Group’s companies and activities in the Group’s supply chains.
Risks
Risk within the climate change mitigation topic arises from the need to finance infrastructure upgrades and plan investments in new
technologies in order to reduce the Group’s impact on climate change (GHG emissions reduction).
Risk arises from legal regulation and financial obligations (bonds), which will have a negative impact on the Group (investments in new
technologies, payment of additional taxes, and procurement of energy from renewable sources).
E1-1 Transition plan for climate change mitigation
The Group joined the Science Based Targets initiative (SBTi) in 2024 and aimed to set and align science-based short-term GHG
emissions reduction targets by 2030. In 2025, taking into account the methodological limitations of the SBTi applicable to the
Group’s activities, the decision was made to discontinue this alignment process. In the future, we will evaluate other opportunities
to align the Group’s GHG emissions reduction targets with international initiatives and to obtain independent assessment.
The Group consistently aims to reduce GHG emissions generated in its operations, thereby contributing to the development of a climate-
neutral energy system in Lithuania. We support the Paris Agreement's goal of limiting global warming to 1.5°C above pre-industrial levels
to avoid the severe impacts of climate change. Activities are planned in line with this ambition and the objectives of the National Energy
Independence Strategy (NEIS), thereby contributing to climate change mitigation.
The Group’s GHG emissions reduction targets are also linked to EPSO-G’s long-term sustainability-linked finance framework (hereinafter –
the Finance Framework) and the sustainability-linked bond prospectus. The Framework received an independent assessment from the
international climate and environmental research centre S&P Global Shades of Green AS. The independent assessment evaluated the
sustainability targets set out in the EPSO-G Finance Framework as ambitious compared to the sustainability targets of other comparable
companies operating in Europe and as aligned with the climate change mitigation objectives established in the Paris Agreement. It is noted
that the Group has no shares or bonds included in financial indices, although such indices could be applicable to the Group under the EU
Paris-aligned benchmark criteria.
GHG emission
reduction target
2050
Net zero GHG
emissions
30%
2026
50%
2030
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Group GHG emission reduction plans
The Group considers the transition plan towards climate-neutral operations an integral part of its long-term strategy and aims to
contribute to the implementation of the objectives of the Paris Agreement and the requirements of the EU Climate Law. The Plan
is based on long-term investments, allocating a long-term period (10 years) for strategic and large-scale projects. We approve an
annual budget aligned with the measures and actions set out in the operational plan in order to consistently implement its strategic
objectives for GHG emissions reduction.
The Group’s GHG emissions reduction targets are approved as an integral part of the Group’s long-term strategy by the EPSO-G
Board (and by the respective boards of the Group’s companies). In accordance with the integrated planning and monitoring policy,
these targets are cascaded into lower-level operational and investment plans, thereby ensuring their implementation across the
Group.
The Group’s subsidiary Amber Grid operates and maintains the natural gas (NG) transmission infrastructure and carries out repair
and reconstruction works, resulting in approximately 183,314 tonnes of CO₂e of committed (locked-in) GHG emissions by 2030.
This figure includes energy generation in Company's own facilities, fuel consumption in mobile equipment, NG leaks, and other
situations that directly or indirectly contribute to GHG emissions.
The Group’s subsidiary Litgrid, which operates and maintains the high-voltage electricity transmission infrastructure, also carries
out network repair and reconstruction works, resulting in approximately 344,639 tonnes of CO₂e of locked-in GHG emissions by
2030. The largest share of this amount is attributable to electricity grid losses.
Reducing GHG emissions from our operations
"
The Group’s key Scope 1 and Scope 2 GHG emissions reduction measures are focused on the largest emission sources in
electricity and natural gas transmission activities. We implement pilot projects, conduct supplier market analyses, and plan
targeted investments in less carbon-intensive technologies.
In 2025, the Group carried out modelling of Scope 1 and Scope 2 GHG emissions and the related reduction
measures through to 2050, including scenario analysis. In 2026, we plan to expand the modelling to include an
assessment of Scope 3 GHG emissions through to 2050 in order to comprehensively evaluate the climate impact
of the Group’s value chain and to establish a consistent pathway towards net zero GHG emissions.
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Key decarbonisation levers in the Group’s companies in 2025–2030
Company
GHG emissions
Lever
*
Decarbonisation measures
All Group companies
Scopes 1 and 2
~ 2%
• Energy efficiency;
• Use of RES energy for own consumption;
• Use of low-emission transport – acquisition of electric and hybrid
vehicles.
Amber Grid
Scope 1
~ 8%
• Reconstruction of gas compressor stations;
• Replacement of gas boilers with electric ones at gas distribution
stations (GDS);
• Deployment of stationary and mobile methane (CH₄) leak detection
and monitoring systems.
• Deployment of gas flaring equipment in operations;
• Integration of biogas into gas equipment systems.
• Use of Stopple technology during main gas pipeline repairs (the
measure delivering the greatest Scope 1 GHG reduction effect).
Litgrid
Scopes 1 and 2
~ 56%
• Phase-out of SF₆ gas in the reconstruction of transformer
substations (10 units planned to be replaced by 2030);
• Procurement of electricity generated from RES through Power
Purchase Agreements (PPAs) and Guarantees of Origin to cover
technological losses. (the measure delivering the greatest Scope 2
GHG reduction effect).
• Installing solar power plants on the roofs of transformer substations
and switchgear control panels.
• Reconstruction projects; modernisation of the Jonava, Jurbarkas and
Kruonis HAE substations.
• Increase in the conductor cross-section in overhead lines under
reconstruction to meet system requirements.
* projected GHG emission reduction
We also note that the primary objective of the Group’s activities is to contribute to the climate change mitigation objective, as
defined in the Taxonomy Regulation (EU) 2020/852. In 2025, the share of the Group’s taxonomy-aligned economic activities
accounted for 85.5% of turnover (2024: 81.4%), 90.9% of capital expenditure (2024: 95.2%) and 66.1% of operating expenditure
(2024: 66.5%). Detailed disclosures on the scope of the Group’s taxonomy-aligned activities, their compliance with the technical
screening criteria and the related financial metrics are provided in section 8.2.1 Disclosure under the EU Taxonomy Regulation of
this report.
Other strategic measures of the Group contributing to the transition plan
One of the Group’s key commitments is to develop future infrastructure based on a reliable and climate-neutral energy system. In
pursuit of energy independence, we are systematically expanding the connection of RES capacities and its integration into the
energy system. We also aim to contribute to the development of a high value-added energy industry and to create the conditions
for exporting energy generated from RES. Information on the key projects contributing to the implementation of the Group’s
strategic objectives, the reduction of GHG emissions and the transition to a climate-neutral impact in Lithuania, as well as to the
implementation of the NECP and other national plans, is provided in section 3.2 Major Projects of the EPSO-G Group to 2035 and
the Value they Create of the Management Report.
In addition, in 2026 we plan to prepare a comprehensive Group Climate Transition Plan, which will integrate the key aspects of
climate change management.
Climate change adaptation
In 2023, we carried out a comprehensive assessment of climate-related risks and opportunities in accordance with the
recommendations of the Task Force on Climate – related Financial Disclosures (TCFD), with the aim of evaluating the resilience of
the Group’s strategy and business model to climate change and identifying opportunities to enhance adaptation. The assessment
was based on the 2023 study prepared by the Lithuanian Hydrometeorological Service „Klimato kaitos rizikos XXI a. viduriui studija“
(Study on climate change risks by the middle of the 21st century), which presents the projected levels of physical risks in Lithuania
under future climate conditions.
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The assumptions of the socio-economic scenarios regarding the manifestation of physical risks up to 2050 differ only slightly;
however, they vary significantly in terms of the scale of the energy system transformation. Consequently, the likelihood of
transitional risks differs substantially between the Paris-aligned and business-as-usual scenarios. The assessment of
transformation risks relevant to the energy sector was also informed by expert evaluations from external consultants, based on
IPCC scenario assumptions.
The impact of transition risks at the Group level is also assessed as limited; however, it varies at the level of individual companies – for example,
these risks are more material in the case of Amber Grid. This preliminary assessment serves as a starting point for further analysis to more
comprehensively evaluate and disclose the potential impact of climate-related risks on our financial performance and cash flows. The main risks are
described in Chapter 5.4 Risk Management Framework of the Management Report.
The table below provides an overview of climate-related physical risks and their relevance to the Group’s companies.
Risk type
Impact on the Paris Agreement
objective and business model
Group companies that may be affected by physical risks
Acute physical risks
Heat wave, cold wave/freeze, fires,
storms, wind gusts, lightning,
drought, heavy precipitation, flooding,
snow and ice load, landslide,
subsidence
Across the time horizons 2026,
2030 and 2050, all risks are
assessed as very low, except for
floods, which are assessed as
medium risk
• Heat Wave – Tetas, EPSO-G, Energy Cells, Litgrid, Amber
Grid;
• cold wave/freezing – Amber Grid;
• fire – Litgrid, Amber Grid;
• storms, wind gusts, lightning – Litgrid, Amber Grid;
• drought – Amber Grid;
• heavy precipitation – Energy Cells, Amber Grid;
• flood – "EPSO-G", "Litgrid", "Amber Grid";
• snow and ice load - Litgrid, Amber Grid;
• landslide – Amber Grid;
• subsidence – Amber Grid.
Chronic physical risks
Changing temperatures, changing
precipitation patterns, precipitation or
hydrological variability, saltwater
intrusion, sea level rise, water stress,
geographical hazards, soil erosion
Across the time horizons 2026,
2030 and 2050, all risks are
assessed as low.
• Changing temperatures – Amber Grid, Energy cells;
• changing precipitation patterns – Litgrid;
• precipitation or hydrological variability – Amber Grid;
• saltwater intrusion – Amber Grid;
• sea level rise – Amber Grid;
• water stress – Amber Grid;
• geographical hazards – Amber Grid;
• soil erosion – Amber Grid.
To better understand the likelihood of climate-related risks materializing, the analysis was conducted over short-term (up to
2026), medium-term (up to 2030), and long-term (up to 2050) horizons, following international best practices for climate risk
assessment. The assessment considered two socio-economic scenarios from the Intergovernmental Panel on Climate Change
(IPCC):
• the Paris Agreement-conforming scenario for the increase in mean temperature, limited to 1.5/2 °C (SSP1–2.6), and
• A business-as-usual scenario in which the average temperature could rise above 4 °C (SSP5–8.5).
"
The results of the consolidated assessment indicate that physical risks will have a relatively limited impact on the Group’s
activities in the short, medium and long term (up to 2050), except for potentially greater impacts in the event of floods
and extreme water level fluctuations.
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The table below provides an overview of transition risks and their relevance to the Group’s companies.
Risk type
Impact on the Paris Agreement
objective and business model
Group companies that may be exposed transition risks
Political and legal
The regulatory environment,
disorderly energy transition risks of
potentially distortive measures,
legal liability and management
accountability
Across the time horizons 2026, 2030
and 2050, all risks are assessed as
low.
• Regulatory environment – EPSO-G, Amber Grid; Baltpool,
Energy Cells;
• Disorderly energy transition risks from the imposition of
potentially distortive measures – EPSO-G, Amber Grid,
Baltpool, Energy Cells;
• Legal responsibility and management accountability -
EPSO-G, Litgrid, Amber Grid, Baltpool, Energy Cells.
Technological
Low carbon transition costs,
transition risk for older assets, asset
depreciation risk
Across the time horizons 2026, 2030
and 2050, expenditure on the
transition to low-carbon technologies
– low; transition risk for older assets –
low; asset impairment risk in 2050 –
medium.
• Costs of transitioning to low-carbon technologies – EPSO-G,
Amber Grid, Energy Cells, Litgrid.
• Risk related to legacy asset transition and asset impairment
risk – EPSO-G, Amber Grid.
Markets
Uncertainty regarding consumer
behaviour, market signals and
supply chains, as well as changes in
raw material and energy prices.
Across the time horizons 2026, 2030
and 2050, all risks assessed as low.
• Uncertainty regarding consumer behaviour, market signals
and supply chains – EPSO-G, Amber Grid, Energy Cells,
Litgrid, Baltpool;
• Changes in raw material and energy prices – EPSO-G, Amber
Grid, Baltpool.
Reputational
Transmission system reliability,
expectations related to climate risk
management, expectations related
to disclosure of non-financial
information
Across the time horizons 2026, 2030
and 2050, transmission system
reliability – low risk; expectations
related to climate risk management
and non-financial disclosures – low
risk except for long-term time horizon
– risk is medium.
• Transmission system reliability – EPSO-G, Amber Grid,
Energy Cells, Litgrid.
• expectations related to climate risk management – EPSO-G,
Amber Grid, Energy Cells, Litgrid, Baltpool;
• expectations related to the disclosure of non-financial
information - EPSO-G, Amber Grid, Energy Cells, Litgrid,
Baltpool.
We have identified measures to manage physical and transition risks; however, given their currently low relevance, these risks have
not been integrated into risk management plans at this stage. In 2026, we plan to update the Group's climate risk assessment and
update the risk management plans, where possible.
E1-2 Policies related to climate change mitigation and adaptation
We are responsible for energy transmission and exchange; therefore, we assume responsibility for the transformation of a reliable
and secure energy system in Lithuania and for creating the conditions for the transition to climate-neutral energy. This
transformation includes the expansion of RES and the integration of increasing volumes into the transmission system, the
reduction of dependence on fossil fuels, the development of cross-border interconnections and the creation of conditions for
climate-neutral energy exchange.
We manage the impacts of climate change and the associated risks and opportunities through the Group's environmental
and sustainability policies. Further information on the implementation of these policies is provided in the section MDR-P
Policies adopted to manage material sustainability matters.
Our environmental policy commits us to contributing to the climate-related goals set out in the United Nations 2030 Agenda
for Sustainable Development, as well as to implementing the Paris Agreement, the European Green Deal, the National
Energy Independence Strategy, and the commitments outlined in the National Climate Change Management Agenda. To
this end, we are committed to systematically accounting for and monitoring GHG emissions, implementing innovative
technologies and measures to reduce GHG emissions by 2030, and connecting and integrating RES sources into the Group’s
transmission grid.
Our Sustainability Policy commits us to supporting the transformation of the energy sector by balancing environmental,
social and economic objectives, thereby contributing to the development of a climate-neutral energy system.
Expanding the use of RES to meet the technological energy needs of transmission grid infrastructure.
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E1-3 Policies related to biodiversity and ecosystems
Climate change mitigation
We recognise that the energy sector plays a key role in achieving the European Union’s objective of climate neutrality by 2050;
therefore, climate change mitigation is integrated into our strategic and investment decisions. We plan and implement climate
change mitigation actions in accordance with the Group’s GHG emission reduction plans. The main Scope 1 and Scope 2 GHG
reduction measures are set out in Section E1-1 (for more details, see the table Key decarbonisation levers in the Group's companies
in 2025–2030)
At present, we disclose only the aggregated scale of investments, as the specific amounts and their allocation across periods and
measures depend on regulatory decisions, technological developments and other factors.
Given that a significant share of the Group’s Scope 2 GHG emissions is attributable to electricity technological losses, in 2025 the
Group company Litgrid concluded a Power Purchase Agreement for electricity generated from RES for the period 2026–2032, which
will enable a consistent reduction of indirect GHG emissions.
E1-4 Targets related to climate change mitigation and adaptation
The Group has set GHG emission reduction targets that are integrated into the Group's long-term business strategy and are aligned
with the guidelines of the Science Based Targets initiative (SBTi). The main short- and medium-term targets are set for 2026 and
2030, while the long-term ambition is to achieve net-zero GHG emissions by 2050. These targets and the measures for their
implementation are described in more detail in sections E1-1, E1-2 and E1-3.
The Group does not apply GHG offsetting mechanisms such as GHG removals or emission reduction projects financed through
carbon credits or carbon pricing. Our GHG emission reduction targets are based on actual emission reductions within our operations.
The Group’s Board approves the long-term business strategy, which includes climate change and GHG reduction targets, and
oversees their implementation. The Board reviews the strategy and assesses progress at least once a year. The Board also sets the
Group’s annual targets, including those related to sustainability and GHG reduction, monitors their implementation on a quarterly
basis and performs an annual performance assessment.
The achievement of sustainability and GHG reduction targets is integrated into the performance evaluation and incentive system.
The achievement of these targets is one of the components taken into account in determining the annual financial incentive for the
Group’s CEO and, where sustainability-related targets are set for employees, for their financial incentives as well.
Reports on the implementation of GHG reduction plans and, where relevant, risk management plans for the key measures are
presented to the Audit Committee, thereby ensuring independent oversight, the effectiveness of internal controls and accountability.
GHG reduction plans and the risks related to their implementation are integrated into the Group’s risk management system and risk
register. We assess, prioritise and manage these risks in accordance with the Group’s risk management policy. Further details on
the main risks and their management measures are provided in section E1-1 Transition plan for climate change mitigation and
section 5.9.2 Key risks and their management of the Management Report.
"
By 2030, we plan to allocate more than EUR 200 million to investments that will directly contribute to the reduction of Scope
1 and Scope 2 GHG emissions.
GHG measures are included in the long-term financial plan of the Group companies They include the modernisation of gas
compressor stations, the reconstruction of trunk gas pipelines, the deployment of methane leak reduction technologies, as
well as the procurement of electricity generated from RES under Power Purchase Agreements (PPAs) and the acquisition of
Guarantees of Origin. Guarantees of Origin substantiate that electricity generated from RES is used to cover technological
losses, thereby reducing Scope 2 GHG emissions. Costs related to the “greening” of technological losses are included in the
cost base of regulated activities.
Our priority is the reduction of Scope 1 and Scope 2 GHG emissions, as these account for the largest share of the Group’s
total GHG emissions (approximately 71%). The action plan is focused on:
• the reduction of controlled and uncontrolled methane leaks from stationary and mobile equipment;
• the reduction of electricity transmission technological losses.
We first calculated Scope 3 GHG emissions in 2022. In 2026, our plan is to carry out comprehensive modelling of Scope 3
emissions and related reduction measures up to 2050, with the aim of defining a consistent pathway towards the Group’s
net-zero GHG emissions.
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GHG emission reduction targets
Target
Base year and
value
Progress towards targets
Status
2026
2030
2019
2025
2024
2023
Scope 1 and 2 GHG
emissions, tCO2e
143,789
102,707
205,397
177,588
217,941
258,989
Target in
progress
Change in Scope 1
and 2 emissions
compared to the base
year, %.
(30)
(50)
-
(14)
6.1
26.1
Target in
progress
Note: The indicators are based on the SBTi guidelines; planned GHG emissions are based on the projected quantities and emission factors of the main
emission sources – electricity losses and methane leakages as well as the newest emission factors, accessible in 2025.
E1-5 Energy consumption and mix
The Group fosters an organisational culture based on the responsible use of natural and energy resources. In line with the Group’s
environmental policy, the organisation commits to using electricity generated from renewable energy sources in administrative
activities, prioritising low-emission transport, consistently reducing fossil fuel use, and implementing energy efficiency measures.
These priorities are implemented systematically across the Group and are reflected in the consolidated energy consumption
metrics presented in the table below.
Methodology for calculating energy consumption
Energy consumption data are collected from the Group’s accounting systems. If data on a specific energy type or a combination of energy types
(e.g. by origin) are not available, the disclosure indicates this as “n/a”.
Energy consumption for all energy types is reported in MWh, applying the relevant
conversion factors to convert accounting units (e.g. litres, m³, etc.) into MWh.
• Crude oil and petroleum product fuels: actual fuel consumption in vehicles and
mobile equipment, converted into MWh.
• Natural gas: actual natural gas consumption for technological purposes at gas
distribution stations, converted into MWh.
• Purchased energy from fossil sources: the actual amount of electricity, heat,
steam, and cooling generated from fossil fuels and consumed for own use,
technical losses, office needs, and heating, converted into MWh.
• Purchased energy from renewable sources: the actual consumption of
electricity, heat, steam, and cooling generated from renewable sources and
supported by certificates (e.g. guarantees of origin), converted into MWh.
• Energy generated without fuel consumption: the actual amount of electricity
generated by solar power plants for own use, converted into MWh.
Methodological limitations and uncertainties. Initial data are recorded in
different units (e.g., liters, m³, kWh), so the final MWh values depend on
the applied conversion factors. This may result in calculation uncertainties.
Methodology for calculating energy consumption intensity by net
revenue
Energy consumption intensity is calculated by dividing total energy
consumption (MWh) for the reporting year by net revenue (EUR thousand)
attributable to activities with a material climate impact.
Financial data on net revenue are sourced from the Consolidated and
Separate Financial Statements,Section 4.6 Financial Statements.
Methodological limitations and uncertainties: net revenue excludes the
activities of EPSO-G (NACE M.70.22) and Baltpool (NACE K.66.12), as
these are not classified as sectors with a high climate impact.
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Energy consumption and mix
Energy consumption and mix
2025
Change, %
2025/2024
2024
Change %
2024/2023
2023
Change, %
2023/2022
2022
(1) Fuel consumption from coal
and coal products (MWh)*
-
-
-
-
-
-
-
(2) Fuel consumption from
crude oil and petroleum
products (MWh)
10,804.5
(1)
10,854.5
4.5
10,383.3
(22.5)
13,391.0
(3) Fuel consumption from
natural gas (MWh)
105,930.0
21.9
86,915.0
(13.2)
93,079.0
18.8
78,352.7
(4) Fuel consumption from other
fossil sources (MWh)*
-
-
-
-
-
-
-
5) Consumption of purchased or
acquired electricity, heat, steam,
and cooling from fossil sources
(MWh)
254,748.9
(29.7)
362,245.6
(4.8)
380,639.2
(12.3)
434,113.2
(6) Total fossil energy
consumption (MWh) (calculated
as the sum of lines 1 to 5)
371,483.4
(19.2)
460,014.7
(5)
484,101.5
(7.9)
525,856.9
Share of energy from fossil
sources in total energy
consumption (%)
79.6
-
89.8
-
98.4
-
99.9
(7) Nuclear fuel consumption
(MWh)*
-
-
-
-
-
-
-
Share of energy from nuclear
sources in total energy
consumption (%)
-
-
-
-
-
-
-
(8) Fuel consumption for
renewable sources, including
biomass (also comprising
industrial and municipal waste
of biologic origin, biogas,
renewable hydrogen, etc.)
(MWh)*
-
-
-
-
-
-
-
(9) Consumption of purchased
renewable electricity, heat,
steam, and cooling (MWh)
94,700.0
82.0
52,024.2
625.9
7,166.4
1,428.8
468.8
(10) Consumption of self-
generated renewable energy
not used as fuel (MWh)
474.3
-10.2
528.3
3.1
512.7
77.7
288.5
(11) Total renewable energy
consumption (MWh) (sum of
rows 8–10)
95,174.3
81.1
52,552.5
584.4
7,679.1
914.1
757.3
Share of energy from
renewable sources in total
energy consumption (%)
20.4
-
10.3
-
1.6
-
0.1
Total energy consumption
(MWh) (calculated as the sum
of lines 6, and 11)
466,657.7
(9.0)
512,567.2
(4.1)
491,780.6
(6.6)
526,614.1
*We do not use the relevant type of energy in our activities
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Energy consumption intensity by net revenue
Energy consumption
intensity by net
revenue
2025
Change %
2025/2024
2024
Change %
2024/2023
2023
Change %
2023/2022
2022
Total energy
consumption in sectors
with a high climate
impact divided by net
revenue* generated
from those activities
(MWh/EUR thousand)
0.83
(17.0)
1.0
(14.5)
1.17
32.9
0.88
In 2025, compared with 2024, the share of renewable energy in the Group’s total energy consumption increased almost by 2
times (10.3% in 2024 and 20.4% in 2025). This demonstrates the Group’s successful and systematic efforts to increase the use
of energy from renewable sources. This change is mainly driven by Litgrid’s implementation of the GHG emissions reduction plan,
including the purchase of renewable electricity (with guarantees of origin) to cover electricity transmission losses and electricity
consumed for own use, as well as the use of certified renewable electricity for the Group companies’ office needs. In 2025, Litgrid
purchased twice as many guarantees of origin as in 2024, which increased the share of renewable energy sources in the overall
energy mix.
Consumption of crude oil and petroleum product fuels decreased by 1% (10,854.5 MWh in 2024 and 10,804.5 MWh in 2025).
Share of energy from fossil sources in total energy consumption decreased to 79.6% compared to 89.8% in 2024.
Natural gas fuel consumption increased by approximately 21.9% in 2025 compared to 2024. This was due to colder weather
conditions and more intensive compressor operation at the Amber Grid Jauniūnai gas compressor station.
Total energy consumption in 2025 compared to 2024, decreasing by 9%.
E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions
GHG calculation methodology
Scope 1–3 GHG emissions are calculated in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard.
Data sources used:
• Input data (activity data) are obtained from the Group’s internal
accounting system;
• Emission factors are obtained from the following databases and
sources: EXIOBASE, DEFRA, AIB, centralised district heating suppliers,
etc.
Methodological limitations and uncertainties:
• Scope 3 GHG emissions calculation relies on supplier data. Direct
supplier data are not currently used due to data availability and
reliability challenges; therefore, a spend-based method is applied,
which is less precise. The Group plans to transition to activity-based
calculations in the future and to collect data directly from suppliers.
Exclusions and reporting boundaries:
Technological electricity losses occurring in the interconnections NordBalt and
LitPol Link are not included in the Group’s GHG inventory, as these losses are
not part of the Lithuanian electricity accounting balance.
No biogenic GHG emissions arise from the Group’s activities.
ŠESD intensyvumo apskaičiavimo metodika:
GHG intensity is calculated by dividing the total GHG emissions for the
reporting year (tCO₂e) by net revenue (EUR million). The calculations use
financial data from the consolidated financial statements presented in Section
4.6 Financial Statements. When calculating net revenue, the activities of
EPSO-G (NACE M.70.22) and Baltpool (NACE K.66.12), which are not
classified as high climate-impact sectors, are excluded.
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GHG scope and emission source
Calculation methodology
Scope 1 GHG emissions
Controlled natural gas emissions
Controlled gas release into the environment is carried out during repairs to
the main gas pipeline, during the shutdown, start-up, and maintenance of the
gas compressor station, and in other cases. Data is obtained from the internal
gas metering device data collection information system.
Uncontrolled natural gas emissions into the atmosphere
(leaks)
Uncontrolled release of natural gas into the environment occurs: through
leaks in the main gas pipeline (leaks from joints, seals, intermediate
connections), through leaks at gas distribution stations, gas metering stations,
gas metering and pressure limiting stations, gas compressor area equipment
connections, and in other cases. Data is obtained from the internal gas
metering device data collection information system.
Fuel for mobile equipment
All vehicles and equipment owned or leased by the Group (cars, trucks,
buses, forklifts, tractors, other combustion equipment whose location changes
during operation) that use fossil fuels (gasoline, diesel, natural gas). Fuel
consumption data (l) is obtained from accounting journals and/or invoices.
Fuel combustion in stationary equipment
This is fuel burned in stationary equipment whose location does not change
during operation. Data (kWh) is obtained from accounting journals.
Freon and other gas leaks
Leaks of freons (R-410A), refrigerant gases (R-32) and sulfur hexafluoride
(SF6). Annual leak quantities (kg) are taken from the work completion reports
submitted by contractors.
Scope 2 GHG emissions
Electricity losses in the transmission network
GHG emissions from electricity losses in the transmission network. Annual
operating data (kWh) is obtained from internal accounting systems and
invoices.
Electricity for own use
These GHG emissions are generated when producing electricity purchased
and consumed by the company for its own needs. Physically, emissions are
generated at the facility where electricity is produced. Annual activity data
(kWh) is obtained from invoices and electricity transmission records.
Purchased centralized heat energy
These GHG emissions are generated during the production of heat energy
purchased and consumed by the company. Physically, emissions are
generated at the facility where heat energy is produced. Annual activity data
(kWh) is taken from invoices.
Scope 3 GHG emissions
Category 1: Purchased goods and services
Third-party emissions arising from the production of goods and services used
in the Group’s operations are assessed. The spend-based method is applied
in the calculation.
Category 2: Capital goods
GHG emissions related to the acquisition of non-current assets are estimated
using a spend-based method.
Category 3: Fuel extraction and transportation (not
included in Scope 1 and 2 emissions)
Third-party GHG emissions generated from the extraction, production and
transportation of fuel consumed within the Group, as well as from fuel
processing for electricity and heat generation, are estimated using the well-
to-tank and tank-to-wheel approach. We apply an average-data method.
Category 5: Waste generated in the Group’s operations
We estimate GHG emissions based on actual and calculated amounts of
waste generated in the Group’s operations, applying methods specific to each
waste type.
Category 6: Business travel
We estimate GHG emissions related to employees’ business travel (flights
and accommodation) using a distance-based method.
Category 7: Employee commuting
We estimate GHG emissions related to employees’ daily commuting to and
from work using an average-data method.
Category 15: Investments
All material Group investments that generate GHG emissions are assessed.
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GHG emissions
Emission type
Retrospective data
2025
2024
2023
Base year
2019
Change
2025/2019,
%
Scope 1 GHG emissions
Total Scope 1 GHG emissions (tCO2e)
33,256
30,859
42,185
63,642
(48)
Percentage of Scope 1 GHG emissions from
regulated emission trading schemes (ETS)
(%)
57
24
36
7
-
Scope 2 GHG emissions
Total market-based Scope 2 GHG
emissions (tCO₂eq)
144,333
187,082
216,804
141,755
2
Total location-based Scope 2 GHG
emissions (tCO
2
eq)
41,669
56,366
57,298
60,060
(31)
Scope 1 and 2 GHG emissions
(market-based method)
177,588
217,941
258,989
205,397
(14)
Material Scope 3 GHG emissions
Total Scope 3 GHG emissions (tCO
2
e)*
81,406
88,021
73,810
-
-
1. Purchased goods and services
5,648
3,684
2,476
-
-
2. Tangible fixed assets
54,934
59,694
43,968
-
-
3. Fuel and energy related activities (not
included in Scope 1 or 2).
19,528
22,790
25,839
-
-
4. Upstream transportation and distribution
-
-
-
-
-
5. Waste generated in operations
76
71
111
-
-
6. Business traveling
259
361
183
-
-
7. Employee commuting
925
1,421
1,232
-
-
8. Upstream leased assets
-
-
-
-
-
9. Downstream transportation
-
-
-
-
-
10. Processing of sold products
-
-
-
-
-
11. Use of sold products
-
-
-
-
-
12. End-of-life treatment of sold products
-
-
-
-
-
13. Downstream leased assets
-
-
-
-
-
14. Franchises
-
-
-
-
-
15. Investments
38
-
-
-
-
Total GHG emissions (location-based)
(tCO
2
eq)
156,331
175,246
173,293
123,702
-
Total GHG emissions (market-based)
(tCO
2
eq)
258,994
305,961
332,799
205,397
-
* Scope 3 GHG emissions have been calculated since 2022.
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GHG intensity
GHG intensity per net
revenue
2025
Change %
2025/2024
2024
Change %
2024/2023
2023
Change %
2023/2022
2022
Total GHG emissions
(location-based) per net
revenue (tCO₂e/EUR million)
277.1
(24)
364.4
1
361.9
32
273.3
Total GHG emissions
(market-based) per net
revenue (tCO₂e/EUR million)
459.1
(28)
636.2
(8)
694.9
65
420.7
In 2025, the largest share of total GHG emissions was generated in Scope 2 – 56%, followed by Scope 3 – 31% and Scope 1 –
13%. Compared to the 2019 baseline, total Scope 1 and Scope 2 GHG emissions in 2025 decreased by 14%, and by 19%
compared to 2024.
In the reporting year, the reduction in Scope 1 and Scope 2 GHG emissions compared to the 2019 baseline was mainly driven by
decreased electricity transmission losses. In 2025, Scope 2 GHG emissions from electricity transmission network losses at Litgrid
decreased by 23% compared to 2024. The main reason for this change was the higher volume of renewable electricity guarantees
of origin purchased to reduce GHG emissions related to technological losses.
Compared to 2019, sulphur hexafluoride (SF₆) insulating gas emissions decreased by 34%. In Litgrid’s case, SF₆ emissions
accounted for 51% of total Scope 1 GHG emissions, while at the Group level SF₆ emissions represented only 1% of Scope 1
emissions.
One of the key measures to reduce recurring SF₆ leaks and the related GHG emissions is high-quality equipment maintenance
and operation. In cases where equipment is refilled with SF₆ gas repeatedly and 6 months or less have passed since the last refill,
an investigation into the causes of the leak is carried out and preventive measures are applied, most often related to equipment
repair or gasket replacement. It should also be noted that SF₆ gas leaks are influenced by external, uncontrollable factors,
particularly fluctuations in ambient air temperature. We observe a trend that as ambient air temperature decreases, signals from
transformer substations regarding reduced SF₆ gas pressure in equipment become more frequent.
In natural gas transmission activities, total Scope 1 GHG emissions (controlled and uncontrolled natural gas leaks) decreased by
14% in 2025 compared to 2024. Compared to the 2019 baseline, these emissions in Amber Grid’s operations decreased by 81%.
The decrease in emissions in 2025 was partly driven by the implementation of fewer gas transmission pipeline reconstruction
projects than in previous years, which resulted in lower volumes of controlled natural gas releases.
In accordance with the requirements of the EU Methane Regulation, in 2025 we carried out an inventory and measurements of all
potential natural gas transmission network leak sources. In total, 138,006 potential leak sources were assessed. Leaks were
detected and measured at 1,274 of these locations. Where technically feasible, the leaks were promptly fixed. Based on the
technical guidance of the Oil and Gas Methane Partnership (OGMP) 2.0, the duration of leaks was determined and the related
GHG emissions were estimated.
In 2025, other indirect (Scope 3) consolidated Group GHG emissions arising from sources that are not controlled or owned by us
(in the value chain) decreased by 10% compared to 2024. The reduction in emissions was driven by several key factors:
• lower investments in capital goods (Category 2);
• lower fuel extraction and transportation emissions (Category 3) related to reduced electricity transmission network losses;
• lower employee commuting emissions (Category 7), which decreased due to an updated calculation methodology.
In January 2026, an employee commuting survey was conducted, with 755 of 1,407 employees participating. The collected data
were extrapolated to the total number of employees, ensuring a more accurate calculation of emissions. Following a
methodological update, Category 7 emissions decreased by 35% compared to 2024.
In 2025, the largest contributions to Scope 3 GHG emissions came from the following categories:
• capital goods (Category 2) – 67%;
• extraction and transport of fuels (category 3) – 24%;
• goods and services purchased (category 1) – 7%.
E1-7 GHG removals and GHG mitigation projects financed through carbon credits
The Group does not implement projects related to GHG removals or carbon storage. The Group also does not finance and has no
plans to finance mitigation projects outside its value chain through the purchase of carbon credits.
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E1-8 Internal carbon pricing
The Group does not apply carbon pricing mechanisms.
E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities
At present, making use of the option for phased application of the disclosure requirements, we do not provide a quantitative
assessment of the financial effects of material climate-related physical and transition risks.
E2 Pollution
Based on the Group’s DMA, we determined that the subtopic of air pollution is not material at the consolidated Group level but is
material at the level of the Group company Amber Grid. Applying the Group’s DMA methodology and consolidation principles (for
more details, see the section Group’s Double Materiality Assessment), the disclosures below cover only Amber Grid’s operations
and its negative impact on ambient air.
Impacts
Actual negative impact on air pollution from emissions generated by fuel combustion equipment (compressors, boilers and generators)
releasing nitrogen oxides (NOₓ), carbon monoxide (CO) and other pollutants.
Risks
Risk related to investments in new and clean technologies in the implementation of EU and national legislation and strategies.
E2-1 Policies related to pollution
E2-2 Actions and resources related to pollution and E2-3 Targets related to pollution
Amber Grid’s fuel combustion equipment – compressors, boilers and generators (stationary sources of air pollution) – is operated in
compliance with the conditions and requirements set out in the Integrated Pollution Prevention and Control (IPPC) permit and
pollution permits issued by the Environmental Protection Agency (EPA).
In 2023, independent consultants carried out an energy efficiency analysis of the Jauniūnai and Panevėžys gas compressor stations
(GCS). The analysis showed that the most suitable way to reduce fuel consumption and, at the same time, air pollutant emissions is
the installation of new electric gas compressors. In addition, in accordance with Directive (EU) 2015/2193, we took into account that
stricter emission limit values will apply to the compressor units of the Panevėžys GCS from 2030. Under current operating conditions,
the existing equipment will no longer meet these requirements. To ensure the continuity of operations at the Panevėžys GCS, as
well as to increase energy efficiency and reduce air pollutant emissions, we allocate financial and technical resources to
technological upgrades and the implementation of less polluting solutions.
Our Group company Amber Grid has set targets to reduce air pollution by 2030. These targets are aligned with Amber Grid’s long-
term strategic direction of increasing energy efficiency across all operational processes and with the requirements of Directive (EU)
2015/2193, to ensure compliance with the established emission limit values.
Below we present information on the actions implemented in 2025 related to the reduction and prevention of air pollution, as well
as progress towards the established targets. Emission reduction targets will only be achieved upon the full implementation of the
GCS modernisation projects; therefore, interim emission reduction progress is not applicable until their completion. Progress is
monitored and disclosed annually by assessing the implementation of planned actions by project phase (design, procurement,
construction and equipment installation).
Air pollution-related impacts are managed through the implementation of the Group’s environmental and sustainability policies.
Further information on the implementation of these policies is provided in the section MDR-P Policies adopted to manage material
sustainability matters.
In our Environmental Policy, we are committed to implementing modern technologies and measures that would reduce our impact
on the environment, and we are also forming and strengthening a culture of zero tolerance for environmental pollution and
environmental incidents. We are committed to continuously assessing environmental risks, developing and implementing
prevention plans, and striving to avoid environmental incidents.
In our Sustainability Policy, we have defined the key environmental principles and directions – we aim for climate-neutral energy
and consistently reduce the environmental impact of our activities.
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Area
Target
Base year, air pollution
emission values
Target value
Actions implemented in 2025
Air pollution
reduction
Modernising
the Jauniūnai
GCS by 2029
Base year – 2022
Base year emissions:
CO – 73 t.
NO
x
– 59 t.
Reducing Amber Grid's
total annual air pollution
emissions:
CO – 40%,
NO
X
– 40%,
compared to 2022.
Contract signed for the modernisation of the
Jauniūnai GCS – design and installation of an electric
compressor. Planned duration of the works – up to
42 months from the date of contract signature.
Design and preparatory works initiated.
Modernising
the Panevėžys
DKS by 2030
Base year 2022.
Base year emissions:
CO – 73 t.
NO
x
– 59 t.
Reducing Amber Grid's
total annual air pollution
emissions:
CO – 60%,
NO
X
– 60%,
compared to 2022.
Screening for Environmental Impact Assessment
(EIA) carried out for the modernisation of the
Panevėžys GCS. The EPA decided that an EIA is not
required.
As part of the modernisation, two electric
compressors will be installed to replace the existing
gas-driven compressors, thereby reducing natural
gas consumption and air pollutant emissions.
Prevention of
air pollution
Monitoring of
emitted air
pollutants
–
Ensuring that emissions
comply with emission
standards
The monitoring of emissions from the Panevėžys and
Jauniūnai LCAs was carried out in accordance with
monitoring programmes approved by the EPA.
No exceedances of the established limits were
recorded.
Note: Information on the financial resources for the implementation of the tasks (modernisation of the Jauniūnai and PanevėžysGCCs) is not provided in this
section. These projects are included in the Group’s GHG emission reduction action plan; therefore, data on the financial resources allocated to them in the
reporting year are disclosed in the climate change (E1) section.
E2-4 Pollution of air
The annual amount of pollutants emitted by Amber Grid’s ambient air pollution sources is compared with the emission threshold
values set out in Annex II to Regulation (EC) No 166/2006. Emission levels 2023–2025 remained within the limits established by
this Regulation.
Pollutant
Threshold for
releases (t/year)
Pollutants released to air (t/year)
2025
2024
2023
Carbon monoxide (CO)
500
53.9
46.0
51.0
Oxides of nitrogen (NO
x
/ NO
2
)
100
29.3
29.3
35.0
E2-5 Substances of concern and substances of very high concern
No substances of concern or substances of very high concern are released to air from Amber Grid’s ambient air pollution sources.
E2-6 Anticipated financial effects from pollution-related impacts, risks and opportunities
At present, making use of the option for phased application of the disclosure requirements, we do not provide information on the
financial effects.
Ambient air pollution calculation methodology
Annual air pollutant emissions are calculated in accordance with the EMEP/EEA Air pollutant emission
inventory guidebook 2023 and methodologies approved by the Ministry of Environment. No assumptions are
made in the calculations.
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E4 Biodiversity
The Group’s Double Materiality Assessment identified, within the topic of biodiversity and ecosystems, material subtopics related
to negative impacts on land use and the condition of species populations. A risk was identified related to investments concerning
the assessment of impacts on biodiversity and ecosystems and their restoration. These subtopics, risks and their impacts are
material at the consolidated Group level. More details on the DMA process, methodology and results are provided in the section
Group’s Double Materiality Assessment.
Impacts
The actual negative impacts are related to land-use changes resulting from the impact of network infrastructure on ecosystems and The
actual negative impact is related to land-use changes resulting from the impact of network infrastructure on ecosystems and the extraction
of biomass at the upstream stage of the value chain.
Potential negative impacts on species population size may be associated with the development and maintenance of energy infrastructure.
Risks
The risk arises from legal regulation (conducting EIA, payment of taxes, and (or) implementation of impact mitigation and natural environment
restoration measures following infrastructure works).
E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model
The protection of biodiversity and ecosystems has been integrated into the Group’s long-term business strategy. In implementing
new projects, we are committed to achieving no net loss of biodiversity. The Group plans to prepare in 2026–2027 a comprehensive
analysis of impacts on biodiversity and ecosystems and an action plan in order to manage potential negative impacts in a systematic
and consistent manner. The action plan will include a more detailed assessment of the resilience of the business model and
strategy.
At present, our direct operations have not been identified as having a material negative impact on threatened species. The
prevention and assessment of potential risks are ensured during environmental impact assessment (EIA) procedures.
E4-2 Policies related to biodiversity and ecosystems
The Group does not have a separate policy for managing the impacts of biomass extraction in the value chain; however, this area
is regulated by legal requirements applicable to the Group company Baltpool. Baltpool administers a biofuel exchange where
trading auctions for standardised biofuel products are conducted. In the exchange, impacts are managed through the application
of the European Union Deforestation Regulation and the rules of the national biofuel sustainability and greenhouse gas emission
reduction scheme RED BP. This ensures that participants of the biofuel exchange do not source forest biomass from primary forests
and other highly biodiverse forested land, old-growth forests, natural and non-natural grasslands, heathlands, wetlands or
peatlands. In addition, a Partner Code of Ethics is applied to exchange participants, requiring them to minimise the environmental
impact of their activities.
E4-3 Policies related to biodiversity and ecosystems
Within the Group, actions to manage and mitigate significant negative impacts are integrated into our normal operational and
management processes and are financed from our overall operating budget. Implementation of these actions does not require any
significant investment or operational expenses and does not involve external funding. We use internal human and organisational
resources to implement our actions. Consequently, no specific amounts of financial resources allocated to these actions are
separately identified or disclosed.
The Group companies prepare environmental impact assessment documentation, carry out environmental monitoring and perform
significance assessments for Natura 2000 sites, as applicable to the nature of their operations. These measures support the
assessment and management of negative impacts on biodiversity and ecosystems arising from their activities. Activities in the
Group’s companies are carried out in compliance with legal requirements, and we actively cooperate with stakeholders.
The EIA process and monitoring are the main measures applied to manage negative impacts on biodiversity and ecosystems.
Impacts related to biodiversity are managed in accordance with the Group’s environmental and sustainability policies.
Further information on the implementation of these policies is provided in the section MDR-P Policies adopted to manage
material sustainability matters.
The Group’s Environmental Policy commits us to protecting and monitoring biodiversity when developing and operating
energy infrastructure, and to applying mitigation and compensation measures where necessary. The Sustainability Policy
commits us to reducing the environmental impact of our activities.
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Information on the actions implemented in 2025 related to the reduction of impacts on biodiversity and the resources allocated is
provided below.
Area
Measures implemented in 2025
Environmental monitoring of surface water
bodies, landscape and birds (Amber Grid)
In 2025, post-construction environmental monitoring of the GIPL pipeline was
completed.
Reduction of forest cutting along overhead lines
(Litgrid)
In the new 256 km, 330 kV overhead line crossing sensitive natural areas, the width of
the mandatory clearing corridor was reduced from 30 m to 20 m on each side of the
outer conductor. For this purpose, taller towers (from 37 m to 49 m) were designed,
thereby reducing the area of forest to be cleared and the impact on habitats.
Bird protection measures (Litgrid)
Wire visibility enhancement measures (bird flight diverters, spirals) were installed and
nest boxes were erected.
Bird mortality monitoring was carried out to assess the effectiveness of the measures
and to improve them where necessary.
E4-4 Policies related to biodiversity and ecosystems
Currently, we have not set specific objectives or allocated resources to systematically manage the negative impacts of our
operations on biodiversity and ecosystems. The Group’s strategy includes a commitment to achieving No Net Loss of Biodiversity
in new projects. To implement this strategic commitment, the Group plans to prepare a biodiversity and ecosystems analysis and
Actions Related to Biodiversity and Ecosystems at Amber Grid
We protect biodiversity in compliance with legal requirements. In our activities, when planning
infrastructure reconstruction or development, we assess the need for an EIA or EIA screening at the
investment planning stage. If an EIA or EIA screening is necessary, we carry it out already at the
project planning stage. Based on the results of the EIA or EIA screening, the potential impact on
biodiversity is assessed, and measures for preventing, reducing, compensating and restoring the
impact are planned. If necessary, we also carry out post-construction monitoring in order to monitor
and ensure the processes of natural restoration.
We maintain a balance of vegetation, green spaces and impermeable surfaces on most sites and in
their surroundings. The territories are not fully covered with hard surfaces—permeable gravel is used
in many locations, and vegetation is managed in accordance with legal requirements and safe
infrastructure operation standards.
In 2021–2025, Amber Grid carried out environmental monitoring of the GIPL (Gas Interconnection
Poland–Lithuania) pipeline. The monitoring was conducted under the environmental monitoring
programme agreed with the Environmental Protection Agency in 2016. It was determined that
construction had no material negative impact on the environment. Monitoring showed that the
construction of the transmission gas pipeline interconnection had no material impact on natural
grassland habitats of European Community importance and that biodiversity and habitats in the
pipeline areas are recovering naturally.
Actions Related to Biodiversity and Ecosystems at Litgrid
In operating and developing energy system infrastructure, we are committed to ensuring the
protection of biodiversity and ecosystems. At the project planning stage, environmental impact
assessments (EIAs) are carried out to assess potential impacts on biodiversity in advance and to
identify the necessary avoidance, mitigation, compensation or restoration measures. Biodiversity
monitoring is conducted and, based on its results, appropriate management measures are applied.
Monitoring and restoration actions are planned together with projects and integrated into short-
term (1 year), medium-term (3 years) and long-term (10 years) operational plans.
To manage negative impacts on bird populations and their habitats, the following mitigation
hierarchy is applied:
• Avoidance – when planning new overhead line routes, alternatives are assessed and
sensitive areas are avoided; works are not carried out during periods sensitive to wildlife;
• Minimisation – during the EIA, the need for impact mitigation measures and monitoring is
identified, and technical designs provide for and implement bird protection solutions
(markers, reflectors, spiral devices, nest boxes, insulators, etc.);
• Restoration – local soil and vegetation are used for the reclamation of disturbed areas;
• Offsetting – nest boxes for birds of prey (e.g. owls) are installed and maintained, contributing
to the restoration of habitat functionality.
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an action plan in 2026–2027. The action plan will define specific targets, measures, monitoring metrics and potential resources
required to avoid, reduce, restore and (or) offset negative impacts.
We monitor and manage our impacts on biodiversity and ecosystems Amber Grid and Litgrid organise their activities in accordance
with an environmental management system compliant with ISO 14001. The system ensures compliance with legal requirements,
the identification and control of negative environmental impacts, continuous improvement of environmental performance, and the
management of risks and emergency situations.
E4-5 Impact metrics related to biodiversity and ecosystems change
At present, no quantitative impact metrics related to biodiversity and ecosystems have been established. Taking into account the
specific nature of the energy sector, it should be noted that Amber Grid and Litgrid infrastructure is linear and distributed across
the territory of Lithuania; therefore, consolidated data on the total surface area occupied by the infrastructure or its share in
protected areas are not currently available.
It has been identified that Amber Grid compressor stations, gas metering and distribution stations, and transmission gas pipelines,
together with their 25-metre protection zones, fall within, border on or cross protected areas. Specifically, Amber Grid stations
border three protected areas and cross the Luponė stream. The transmission gas pipeline laid across the territory of Lithuania
crosses 414 rivers and 9 ponds and runs through 41 reserves, 2 botanical natural heritage sites, 5 biosphere polygons and 52 sites
of importance for habitat protection.
Protected areas
Stations and protection zones
Gas pipeline and protection zone
Territories important
for the protection of
habitats
Do not fall within
• Gerviraistis and Alionys wetlands.
• Anykščiai Forest, Prienai Forest and Strošiūnai Forest.
• Surroundings of Daugyvenė, Marijampolis, Gižai, Kiemeliškės, Lapynos,
Karajimiškis, Čerkiškė, Naujakiemis, Naujasis Lentvaris, Kernavė, Pamūšiai
and Laukesa.
• The River Neris and the Loops, Kaunas Lagoon and the Nemunas Loops.
• Nevėžis, Šešuvis, Pašešuvis, Verknė, Merkys, Šventoji, Minija, Žeimena,
Virinta, Minija, Veiviržas, Šalpė, Mera, Širvinta, Visinčia rivers.
• Karšuva, Žalioji, Šešuoliai forests.
• Rietavas, Babtai-Varluva, Buda, Pravieniškės, Kazlų Ruda, Žėbiškės,
Lomanka, Sabališkės, Taujėnai-Užulėnis, Labūnava, Ąžuolija, Lavoriškės,
Gubernija, Budai forests.
• Pagramantis Regional Park
Biosphere polygons
Do not fall within
• Babtai-Varluva, Gubernija Forest, Labūnava Forest, Buda-Pravieniškės,
Taujėnai-Užulėnis Forest Biosphere Reserves
Biosphere reserves
Do not fall within
Do not fall within
Botanical objects of
natural heritage
Do not fall within
• The areas of the Uogintai oak and Triliemenis oak
Reserves
Karajimiškis landscape reserve
• Veiviržas, Merkis, Šventoji, Minija, Žeimena, Jūra ichthyological reserves.
• Anykščiai Forest, Jūra, Punia, Minija Valley, Nevėžis, Strošiūnai, Karajimiškis,
Kulys (Grabijolai), Virinta, Tatula, Pamūšiai, Minija Breakthrough, Baravykinė,
Nemajūnai, Naravai Village and Prienai Forest landscape reserves.
• Kurkliai, Vokė Valley Slopes and Judinys geomorphological reserves,
• Drubengis, Verdeikiai and Šventininkai Botanical Reserves.
• The Great Nemunas Loops, Upytė, Praviena, Daugyvenė, Vokė and Alioji
hydrographic reserves.
• Daumėnai Geological Reserve.
• Sabališkė Pedological Reserve.
• Būda and Ąžuolija Botanical and Zoological Reserve.
• Paryžinė Pine I Genetic Reserve.
Parks
Biržai and Anykščiai Regional
Parks
• Neris, Biržai, Varniai, Anykščiai, Sirvėta, Nemunas Loops, Pagramančius,
Kaunas Lagoon Regional Parks
More than 600 km of Litgrid's overhead transmission lines and about 21 km of cable lines cross protected areas. At present, no
reliable data are available on the extent to which protected areas are affected.
E4-6 Anticipated financial effects from biodiversity and ecosystem-related risks and opportunities
At present, making use of the option for phased application of the disclosure requirements, We do not disclose the anticipated
financial effects of biodiversity and ecosystem-related impacts, risks and opportunities.
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E5 Circular economy
The Group’s DMA identified material circular economy subtopics related to negative impacts on inflows and outflows due to the
planned expansion of energy transmission infrastructure and negative impacts arising from waste generated across the value chain.
These subtopics and impacts are material at the consolidated Group level. More details on the DMA process, methodology and
results are provided in the section Group’s Double Materiality Assessment.
Impacts
Actual negative impacts arise from waste generated by the Group's operations and across the value chain.
Potential negative impacts on inflows and outflows arise from the planned expansion of energy transmission infrastructure.
E5-1 Policies related to resource use and circular economy
The Group's strategy includes a preference for circular procurement practices. Efficient resource use and the implementation of
circular economy principles are key aspects of our sustainability direction. However, at present, we do not have a Group-level
business model integrating circularity principles. In the future, we plan to strengthen this area by detailing policies, objectives and
implementation measures.
E5-2 Actions and resources related to resource use and circular economy
We do not currently have an approved action plan for resource use and the development of the circular economy; however, we are
already implementing circular economy principles in our operations, focusing on waste prevention, reuse, recycling, and extending
the lifecycle of resources.
We manage the impacts related to resource use and the circular economy by implementing the Group’s Environmental Policy,
Sustainability Policy, and Partner Code of Ethics. Further information on the implementation of these policies is provided in
the section MDR-P Policies adopted to manage material sustainability matters.
The Environmental Policy commits the Group to follow pollution prevention principles, reduce the amount of waste
generated in operations and ensure its safe and responsible management, while the Sustainability Policy commits the Group
to consistently reduce the environmental impact of its activities.
We also promote the application of these principles throughout our supply chain. The Partner Code of Ethics sets out
obligations for partners to apply circular economy principles, pursue responsible and environmentally sustainable sourcing of
raw materials, encourage reuse, use secondary raw materials, ensure efficient use of natural resources, manage waste
properly, and strive to reduce the amount of waste generated by their operations.
Extension of the service life of equipment and infrastructure
The Group company Litgrid applies higher zinc coating thickness requirements for steel electricity transmission line towers, thereby extending their
service life by up to 1.5 times and reducing the need for new materials.
Reuse and recycling of resources
• During maintenance and repair of natural gas pipelines, removed components (e.g. metal pipes) are directed for recycling.
• Suitable pipeline components, insulating oil and SF₆ gas are prioritised for regeneration and (or) reuse. Only when materials no longer meet the
established technical requirements do we pass them on to waste managers for further treatment. This reduces the need for primary raw
materials and promotes closed-loop solutions.
Reuse of office assets
When replacing office furniture, we organize auctions for decommissioned assets, allowing employees to purchase items and give them a second life.
Unsold furniture is handed over to waste management companies for recycling.
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These measures support the implementation of the circular economy hierarchy by prioritising waste prevention, promoting reuse
and ensuring recycling. They also extend the life cycle of assets and materials, thereby reducing the need for virgin resources and
the environmental impact across the Group’s operations and the value chain.
E5-3 Targets related to resource use and circular economy
The Group currently has no quantitative or time-bound targets for the systematic implementation of circular economy principles
and the efficient use of resources. We recognise the materiality of this sustainability topic and its links to environmental impact
reduction, operational efficiency and value chain resilience, and plan to strengthen this area in the future.
Although targets have not yet been established, we already monitor the effectiveness of managing this topic through operational
indicators and processes. Within the Group, we regularly collect and analyse data on the use of key resources and the generation
and management of waste, including:
• Quantities of materials consumed (E5-4 Resource inflows);
• Quantities of waste generated and waste treatment methods (E5-5 Resource outflows);
• Application of measures for reuse, recycling, and extending the lifecycle of resources (E5-2).
These metrics provide an assessment of trends and developments and provide a basis for setting future targets for the circular
economy and resource efficiency.
Resource use and the related impacts associated with waste generation are monitored and managed. Amber Grid and Litgrid
organise their activities in accordance with an environmental management system compliant with ISO 14001. The system ensures
legal compliance and the identification and control of material impacts related to the use of raw materials, materials and waste.
The system also supports continuous improvement in resource use efficiency, waste prevention and the promotion of recycling.
E5-4 Resource inflows
The Group companies do not manufacture goods or place products on the market. This section therefore discloses only the resource
inflows used to carry out operations and provide services related to the operation, maintenance and upgrading of energy
infrastructure. The main categories of resource inputs include natural and building materials, metals, gas transmission system
infrastructure materials and other technical resources.
The main categories of resources used in electricity and gas transmission (Litgrid and Amber Grid) and in the maintenance of
engineering networks (Tetas) are presented in the table below:
Natural materials
Sand, crushed stone, gravel and
other materials used in building
and construction.
Steel, sheet metal, metal
structures, reinforcement, bolts,
metal fastening components and
other materials used for the
construction and repair of electricity
and gas transmission networks.
Metals
Construction materials
Concrete, rubber, waterproofing
materials, sealants and various
composite materials used to
ensure the protection and integrity
of pipelines, electricity lines and
equipment.
Waste management and contractors' obligation
• Waste generated during operations is sorted and handed over to waste management companies. We prioritise recycling and reuse, aiming to
return as much material as possible to the economic cycle.
• Dismantled equipment parts suitable for reuse are stored and reused in maintenance and repair activities, reducing the need for new raw
materials.
• Contractors working at our infrastructure sites are required to sort waste at the point of generation and report its transfer to waste management
companies.
Strengthening a Sustainable Supply Chain
• In 2025, we developed the Group’s Partner Code of Ethics, updated the partner due diligence process, and upgraded supplier evaluation
information systems, integrating circular economy and resource efficiency principles.
• In 2025, the Group initiated the development of a sustainable supplier engagement programme, conducted an initial analysis and defined new
sustainability and economic value criteria for supplier selection.
• The Group plans to further expand the application of sustainable procurement and circular solutions across the supply chain in 2026–2028.
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Resource inputs relevant to EPSO-G, Baltpool and Energy Cells include furniture, computer equipment and electronic devices.
The Group companies also use various machinery and equipment for network maintenance and repair:
• Heavy machinery – excavators and cranes for pipeline construction and renovation works;
• Transport vehicles – trucks and specialised vehicles used for transporting equipment and materials to work sites, as well as
passenger cars;
• Operational equipment – compressor units, boilers and other equipment used for energy generation;
• IT equipment – digital monitoring systems used for infrastructure management.
Materials used for service delivery
Resource inflows
Measurement
units
2025
2024
Change 2025/2024,
%
Building materials (concrete, rubber,
waterproofing, etc.)
t
122.4
n/a
–
Natural materials (sand, crushed stone,
gravel, etc.)
23,159.5
n/a
–
Metals (steel, sheet metal, metal structures,
fittings, bolts, fasteners, etc.)
254.6
n/a
–
Gas transmission system infrastructure
materials
81.2
n/a
–
Chemicals
15.7
n/a
–
Medicines, hygiene products, etc.
1.6
n/a
–
Specialised clothing, footwear and other
personal protective equipment
0.4
n/a
–
Wires, cables, electrical appliances
25.7
n/a
–
Furniture
0.4
n/a
–
Insulating oil for transformers
0.5
15.0
(97)
Methodology for calculating resource inflows
The Group companies filter purchased goods and raw materials from the accounting reports that are already recorded in mass units (kg, t) and
include them in the reporting table. For other categories that are recorded in non-mass units (e.g. units, m, m², sets, pairs), the methodology
developed by Circulytics (Ellen MacArthur Foundation) is applied.
Methodological limitations and uncertainties:
The Group companies purchase a very large volume and wide variety of goods
and raw materials each year. Detailed calculation and disclosure of all categories
at once is not feasible due to time and human resource constraints. The Group
therefore applies a phased approach to the inclusion of resource inflows in the
Sustainability Report:
• Main scope. In 2025, at least 20 of the largest resource inflow categories
will be calculated and disclosed for each Group company.
• Additional assessment. All lists will be critically reviewed in addition to the
largest categories by volume in order to identify and include other material
categories. These categories (i) may not fall within the top 20 by unit count
but (ii) are material in terms of mass or impact (e.g. heavy machinery, metal
structures, construction materials).
• Expansion principle. The Group plans to gradually increase the number of
resource inflow categories included in the report each year in order to cover
a broader range of purchases over time.
•
Quantities of insulating oil are determined by direct measurement
(weighing). Consumption is defined as the oil used to fill the Group’s
equipment (transformers). If the oil parameters meet the requirements, the
oil is returned to the warehouse for further use. The returned quantity is
currently not accounted for separately.
• Sustainable and secondary raw material data. Data on sustainably sourced
bio-based materials and on secondary (recycled) raw materials used are
currently not collected or accounted for separately.
• Categories of reused and recycled products are currently not accounted
for separately.
.
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E5-5 Resource outflows
In line with pollution prevention and circular economy principles, the Group seeks to reduce the amount of waste generated in its
operations and to ensure its safe and responsible management across the Group. Waste is managed in accordance with the waste
hierarchy: prevention and reduction are prioritised, followed by reuse and recycling, and disposal only as a last resort.
All Group companies sort waste generated in their operations and transfer it to waste management operators and recyclers in
compliance with legal requirements and contractual obligations. This approach seeks to ensure that as large a share of waste as
possible is returned to the economic cycle as secondary raw materials, while minimising the amount of waste disposed of.
The Group companies do not manufacture or place products or packaging on the market; from a resource outflows perspective, only
waste generated during operations is relevant (e.g. scrap metal, insulating materials, oil, construction and repair waste, office
waste). Quantities of this waste and their treatment methods (recycling, reuse or other recovery, disposal) are presented in the table
below.
Waste from operations
Waste generated in t
2025
2024
2023
Total quantity
3,269.5
4,071.6
5,060.6
Hazardous
197.1
243.5
231.0
Non-hazardous
3,072.4
3,828.1
4,830.7
Waste directed for recycling
Total quantity
3,023.0
3,747.1
4,980.0
Hazardous
110.4
78.8
195.8
Non-hazardous
2,912.6
3,668.3
4,784.1
Waste directed for re-use
Total quantity
7.3
0
0
Hazardous
7.3
0
0
Non-hazardous
0
0
0
Waste directed to other recovery operations
Total quantity
136.2
152.3
0
Hazardous
56.4
138.3
0
Non-hazardous
79.9
14.0
0
Waste directed for disposal (with energy recovery)
Total quantity
89.2
163.8
78.2
Hazardous
22.9
24.5
35.2
Non-hazardous
66.3
139.3
43.2
Methodology for calculating resource
outflows (waste)
Hazardous and non-hazardous waste generated in
the Group’s operations is recorded in the Unified
Product, Packaging and Waste Accounting
Information System (GPAIS). Consolidated data are
prepared on the basis of GPAIS reports submitted by
the Group companies and additional information on
waste treatment methods (recycling, reuse, disposal,
etc.) obtained from waste management operators and
(or) waste collectors.
Methodological limitations and uncertainties.
Information on the final treatment of waste is based on data and certificates provided by
third-party waste management operators. This may result in methodological limitations
and uncertainties.
Exclusions and reporting boundaries.
Waste generated in the operations of Baltpool, Energy Cells, EPSO-G and EPSO-G
Invest is excluded from the scope of disclosure, as its quantities are considered
immaterial at the Group level based on the materiality criteria. The disclosure includes
waste data from Amber Grid, Litgrid and Tetas.
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Waste directed for disposal (landfill)
Total quantity
13.8
8.4
2.5
Hazardous
0.1
1.9
0.1
Non-hazardous
13.7
6.5
2.4
Note: No radioactive waste is generated by the Group's operations.
Non-recycled waste*
2025
2024
2023
Total quantity, t
103.0
172.2
80.7
Share of total waste, %
3.1
4.2
1.6
Note: Non-recycled waste – the sum of waste sent for disposal.
The largest quantities of waste are generated in the construction and demolition waste category. This waste is generated during
the construction, reconstruction and repair of energy transmission networks carried out by the Group companies Amber Grid and
Litgrid, as well as by Tetas, which performs works at energy facilities. This waste is generated during the reconstruction of electricity
and natural gas transmission infrastructure, including the dismantling of overhead and underground electricity transmission lines,
transformer substations, switchgear and main gas pipelines. Waste quantities depend on the scope of reconstruction and repair
projects implemented during the reporting period. The total amount of waste generated decreased by 19.7% compared with the
previous reporting period.
Concrete and metals account for the largest share of construction and demolition waste, including steel, iron, aluminium, copper,
mixed metals, metal structures and cables. Hazardous waste accounts for approximately 6% of total waste and mainly consists of
oil and petroleum waste, including insulating oil.
In 2025, approximately 97% of all waste generated (2024: 95%) was directed to these operations –recycling, re-use and other
recovery while approximately 3% was directed to disposal (2024: 4%).
E5-6 Anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities
Making use of the option for phased application of the disclosure requirements, we do not provide information related to financial
impact.
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8.4. Social information
8.4.1. S1 Own workforce
8.4.1.1. Employee welfare and working conditions
The Double Materiality Assessment identified material positive impacts in the topic of the Group’s own workforce. These impacts
arise from a transparently implemented remuneration policy, open communication with trade unions and works councils, and the
development of competence development programmes. The DMA also identified a material negative impact related to the limited
inclusion of people with disabilities and the work–life balance of employees working in outdoor conditions. Material impacts were
consolidated at the Group level. More details on the DMA process, methodology and results are provided in the section Group’s
Double Materiality Assessment.
Impacts
Actual positive impact on employees due to the transparent implementation of remuneration policies.
Actual positive impact on employees is created through open and active communication and through the continuous maintenance of
constructive engagement with trade unions, works councils, and employees.
Actual positive impact stems from the delivery of internal and external skills development and job enhancement programmes to
employees across the Group.
Actual negative impact on employees due to minimal inclusion of people with disabilities.
Actual negative impact on the work-life balance of employees working in field conditions.
S1-1 Policies related to employee well-being and working conditions
The Group applies not only internal policies but also a consistent system of programmes that ensures employee development,
leadership strengthening, an inclusive organisational culture, and business continuity.
Inclusion and human rights
• Diversity and inclusion strategy. We aim to create an inclusive, respectful and equal opportunities-based working
environment, promote tolerance, value diverse experiences, and foster a strong organisational culture.
• Human rights management. We have embedded human rights governance in our Equal Opportunities Policy, while measures
for the prevention, monitoring and remediation of human rights impacts are described in the section Processes, measures,
and mechanisms for monitoring and remediation related to equal opportunities, human rights impacts, and the protection of
particularly vulnerable and marginalized groups.
We have defined key operating principles aimed at ensuring employee well-being and working conditions. These principles
are enshrined in the Group’s Employee Equal Opportunities Policy, Employee Remuneration, Performance Management and
Development Policy and the Partner Code of Ethics. Further information on the implementation of these policies is provided in
the section MDR-P Policies adopted to manage material sustainability matters.
The Employee Equal Opportunities Policy establishes the Group’s commitment to ensuring that the principles of equal
opportunities and non-discrimination are applied across all areas of employment (including non-discrimination on the grounds
of racial or ethnic origin, skin colour, sexual orientation, gender identity, disability, age, religion, political opinion, nationality or
social origin, and other forms of discrimination), and that employment-related decisions are based on competence,
qualifications and professional merit. We maintain a zero-tolerance approach to any form of discrimination, harassment or
violence, ensure safe, respectful and inclusive working conditions, and implement preventive and response measures, including
confidential reporting channels and whistleblower protection.
In line with Employee Remuneration, Performance Management and Development Policy, we ensure a fair, transparent and
equal opportunities-based remuneration and career framework applicable to all employees. Performance management and
development are aligned with clear objectives, competence enhancement and professional growth, with the aim of attracting,
retaining and developing qualified employees over the long term.
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Competence and leadership development
• Future competence building programme. We identify the priority competencies needed to implement the Group's strategy
and invest strategically in their development.
• Succession programme. We ensure continuity of leadership and critical positions, develop internal leaders and build a
sustainable talent pool, and strengthen the Group's ability to respond to continuous change.
• Mentoring programme. We strengthen the leadership competencies of future leaders and specialists, promote the transfer
of experience, and foster consistent talent growth within the Group.
• Learning Directory. Across the Group, a learning programme is implemented to develop employees’ leadership capabilities,
professional skills, and core competencies.
Work organisation and social dialogue
• Remote work arrangement. We establish principles for granting and organising remote work, define employees’ rights and
responsibilities, and set requirements for information and cyber security, creating conditions for flexible and secure work.
• Collective agreements (Litgrid, Amber Grid). Collective agreements in force in these Group companies establish additional
social guarantees, employee rights, and the principles of social dialogue that ensure fair and transparent working conditions.
The Group has not identified risks related to human trafficking, forced labour, or child labour in its operations, and these risks are
not considered material. Consequently, no separate policies are currently applied for these issues, and applicable national and
international legislation is adhered to.
S1-2 Processes for engaging about impacts and S1-3 Processes and channels for remediation of negative impacts
The Group systematically involves employees and their representatives (trade unions, works councils, and others) in decision-
making. A range of engagement methods is applied, including regular communication, consultations, dialogue, and feedback
collection. The results are analysed and, where appropriate, incorporated into decisions to enhance working conditions. This
process is the responsibility of the Group's People and Culture function. The following outlines the key engagement channels and
remediation processes.
Processes and channels
Description
Annual employee
engagement survey and other
surveys
The Group conducts an annual employee engagement survey to assess employee engagement,
empowerment, satisfaction with working conditions, equal opportunities, quality of leadership and
psychological safety.
Employees can anonymously submit comments and suggestions. The summarized results are
communicated to employees and their representatives and serve as the basis for developing action plans
aimed at enhancing the working environment and employee well-being. Some Group companies
additionally conduct short surveys on employees’ emotional well-being.
Employee meetings
The Group periodically holds employee meetings to review performance results and objectives, discuss
planned changes, and address matters relevant to employees. During these meetings, employees are
actively encouraged to engage in discussions, express their views, raise questions, and obtain direct
responses from management.
Roundtable discussions
We organise roundtable discussions involving employees and their representatives to discuss topics of
interest to the Group and employees. We collect opinions and suggestions in an informal manner, analyse
them, and, when appropriate, incorporate them into process improvements and decision-making.
Implementation of the Group’s
Diversity and Inclusion
Strategy
The Group encourages employee representatives to participate in the implementation of the diversity and
inclusion strategy in order to raise awareness and understanding of this topic. Representatives participate in
discussions on improving the work environment and adapting it to employees with diverse needs and are
invited to contribute to the assessment of employee needs.
Anonymous whistleblowing
channels
The Group maintains anonymous whistleblowing channels that enable employees to confidentially report
issues related to the work environment, potential impacts on their labour rights, and (or) violations of the
Code of Ethics or equal opportunities policies. All reports are logged, investigated in accordance with
established procedures and, where necessary, corrective and preventive measures are taken. For more
information on whistleblowing channels, see the section G1-1 Corporate culture and business conduct
policies.
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S1-4 Taking action on material impacts
The Group has integrated actions aimed at managing and reducing material negative impacts into its regular operations and
governance processes and finances them from the general operating budget. The implementation of these actions does not require
separate material capital or operating expenditures and is not associated with external financing. The Group uses internal human
and organisational resources to implement these actions. Consequently, no specific amounts of financial resources allocated to
these actions are separately identified or disclosed.
Below, we provide information on the measures implemented during the reporting year to manage identified material impacts on
employee well-being, working conditions, remuneration, professional development, and inclusion.
Area
Actions implemented in 2025
Working conditions
• Functional team engagement discussions, roundtable discussions on various topics, and “Hot Seat”
sessions were organised.
• Psychological safety was strengthened through informal activities within departments and by
updating and integrating the values into the Group’s Code of Ethics.
• A hybrid work model was maintained, enabling the combination of remote and office work and thereby
supporting work–life balance.
• Additional rest breaks were introduced for employees working in outdoor conditions in order to reduce
physical fatigue, manage increased workloads, and ensure safe working conditions.
• Dedicated training for employees working in outdoor conditions was organised, focusing on risk
identification and management, thereby reinforcing safe working skills and reducing the likelihood of
incidents.
• Preventive communication on specific risks related to outdoor work and their management was
strengthened. Relevant information was regularly provided to employees by email, while
occupational health and safety specialists visiting sites offered practical advice and on-site
recommendations. This supports the timely identification of risks and the consistent application of
safe working practices in daily operations.
Remuneration policy
• Approval and communication of a new Group remuneration policy to all employees, clearly defining
the principles and processes for remuneration setting, allocation, and performance evaluation.
• Organisation of training for managers and employees on the remuneration system and its key
application principles.
• Preparation and presentation of annual remuneration review guidelines, together with
methodological consultations for managers.
• Preparation for the implementation of the Pay Transparency Directive, including a review of
remuneration data and the development of an implementation action plan.
• Development and Group-wide presentation of a unified employee value proposition.
Learning and development
• Strengthening of the collaboration culture through the launch of joint leadership and core competence
development programmes across Group companies.
• Implementation of a leadership training programme based on competence levels.
• Update of core competence development directions and development of a new Group training
catalogue.
• Implementation of engineering and future skills programmes (e.g., “Level_UP II”, “Changing Energy”
training at Baltpool, Amber Grid, and Energy Cells).
• Implementation of process management development, including employee participation in Kaizen,
PDCA, and efficiency methodology training, as well as the preparation of process management
templates and materials.
Inclusion of people with
disabilities
• Signing of the Diversity Charter, conduct of an equal opportunities assessment, and development of
a 2025 action plan to strengthen inclusion.
• Participation in the social employment agency SOPA project “DuoDay”.
• Implementation of initiatives across Group companies promoting respect, openness, and
psychological safety, including employee involvement in discussions, educational, and informal
activities.
The measures implemented during the reporting year in the areas of working conditions improvement, remuneration policy,
learning and development, and inclusion of people with disabilities will continue in 2026 as ongoing activities integrated into the
Group’s management systems. Through the continuity of these actions, we aim to consistently enhance employee well-being, a
safe and inclusive work environment, competency development, and a fair and transparent remuneration system, thereby
systematically managing identified adverse impacts and strengthening the Group’s long-term resilience.
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S1-5 Targets related to managing material impacts
The Group sets objectives aimed at enhancing employee well-being and supporting the achievement of long-term strategic
business goals. Objectives are defined in line with the Group’s strategic direction and priorities, employee engagement survey
results, internal analytical data, as well as applicable national and international regulations and best practices.
When setting targets, we look at historical progress, employee composition and key engagement indicators, defining clear,
quantifiable targets and deadlines for each objective. Progress in achieving objectives is monitored annually using quantitative
indicators and insights from employee engagement surveys, with objectives reviewed and updated as needed.
We do not directly involve employees and their representatives in the objective-setting process; however, we systematically
assess their expectations and needs, identified through employee engagement surveys and ongoing dialogue, and use these
insights to shape priority areas of activity.
Target
Target value
Progress towards targets
Status
Women in top
management positions*
≥ 21% by 2027
≥ 30% by 2035
In 2025, women represented 19% of top-level executive
positions. (2024: 14%).
We are witnessing a positive growth trend.
Progress was driven by targeted Group initiatives to strengthen
gender balance, including reviewing the recruitment process
and applying gender balance principles from the candidate
sourcing stage.
Target in progress
Employee engagement
rate**
≥70% by 2035
In 2025, employee engagement rate reached 76 % (2024:
71%).
The engagement rate has been achieved and maintained.
The result was ensured by targeted measures focused on
managing material impacts in the areas of employee well-
being, working conditions, remuneration, professional
development, and inclusion.
Target in progress
* Top management positions include board members, heads of companies, and senior executives.
** Calculation of the metric is based on the Engaged Performance Survey©.
The Group implements comprehensive mechanisms to ensure and strengthen the principles of equal opportunities, inclusion,
human rights, and the protection of vulnerable groups:
• Application of the Equal Opportunities Policy, the procedure for the prevention of discrimination, harassment and violence, the
Code of Ethics, the diversity and inclusion strategy, and the Labour Code of the Republic of Lithuania. These documents
establish the principles of non-discrimination, respect, inclusion, and equal opportunities applicable to all employees and
candidates, and ensure the right to participate in decision-making and to have equal career opportunities.
• Organisation of regular training for managers and employees on equal opportunities, diversity, and human rights to
strengthen competences and prevent discrimination and inappropriate behaviour. Working conditions, working time, and the
work environment are adapted, where needed, to individual employee needs through flexibility measures and technical
solutions.
• Ensuring social dialogue through functioning works councils and trade unions, representing employees’ interests and
engaging in consultations with the employer. Policies, procedures, and training materials are published on the intranet,
providing all employees with easy access to relevant information.
• Integration of human rights, non-discrimination, and labour ethics principles into supply chain management and the Partner
Code of Ethics, establishing requirements for suppliers and other business partners.
• Continuous monitoring of the implementation and effectiveness of policies, including annual employee engagement surveys
used to identify risks and issues and to apply corrective actions in order to ensure a safe and respectful work environment.
"
Processes, measures, and mechanisms for monitoring and remediation related to equal opportunities, human
rights impacts, and the protection of particularly vulnerable and marginalized groups.
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• Appointment of responsible persons for human rights and equal opportunities who ensure that all potential violations are
properly investigated and, where confirmed, that corrective measures are applied, including consultations, psychological
support, and the adaptation of working conditions.
• Implementation of anonymous and confidential whistleblowing systems enabling employees to safely report potential
violations. Received information is registered and assessed in accordance with established procedures, and the results are
used to improve processes and prevent negative impacts. For more information on these mechanisms, see sections S1-2
Processes for engaging about impacts and S1-3 Processes and channels for remediation of negative impacts and G1-1
Corporate culture and business conduct policies.
Monitoring of channels and ensuring their effectiveness
The Group has clearly defined and documented processes to monitor the effectiveness of whistleblowing channels and the
progress of cases. These processes are established in accordance with the Group’s Code of Ethics, the Internal Whistleblowing
Procedures, and other internal legislation, ensuring a robust complaints and whistleblowing mechanism:
• Systematic registration of all received reports, monitoring of their handling progress, and statistical analysis to assess the
frequency of channel use, timeliness of response, and effectiveness of resolutions.
• Assessment of channel effectiveness based on the principles of legality, accessibility, transparency, confidentiality, and
compliance with human rights standards.
• Ensuring that employees are informed about the availability of whistleblowing channels and trust their functioning by
providing access to internal documents through the document management system and by regularly updating information on
the intranet regarding the channels and their use.
• Engagement of stakeholders, including whistleblowers and the Works Council, in dialogue related to the improvement and
effectiveness of the channels.
• Continuous improvement of these mechanisms based on insights gained, analysis of handled cases, and employee feedback
in order to ensure a high level of trust and effective prevention and remediation of negative impacts.
• Application of strict anti-retaliation measures established in the Internal Whistleblowing Procedures to ensure that all persons
reporting potential violations are protected from any adverse treatment or consequences. Providing whistleblowers with
feedback on the progress and outcomes of investigations, as permitted by confidentiality and data protection requirements.
S1-6 Characteristics of the Group’s Employees
Breakdown of employees by gender
2025
2024
2023
Men
1,029
1,020
968
Women
375
333
303
Other
-
-
-
Total number of
employees
1,404
1,353
1,271
During the reporting year, the Group employed 1,404 employees, of whom 27% (375) were women and 73% (1,029) were men.
Compared to 2024, the share of women in the Group increased by 2 percentage points (2024: 25% women and 75% men),
indicating a positive change in the gender balance.
Methodology for calculating the number of employees
An employee is a person employed under an employment contract to perform tasks for remuneration under the direction of the employer.
All employee data are recorded on the basis of entries from the Group’s personnel registration systems. The number of employees is determined at the
end of the reporting year. The number of employees includes employees on maternity leave, paternity leave, parental leave, care leave, those
performing military service or alternative national defence service, and interns employed under employment contracts. Trainees without employment
contracts are not included in the calculation.
The employee turnover rate is calculated by dividing the number of employees who left the Group during the reporting year (resignations and
dismissals) by the number of employees at the end of the reporting year.
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Breakdown of the number of employees by gender and type of employment contract
Open-ended employment contracts predominate in the Group; fixed-term contracts are used only where there is an objective
operational need, such as replacing employees on parental leave or performing project-based activities. In 2025, the number of
fixed-term employment contracts increased compared to 2024 due to the Junior Engineers programme implemented by Amber
Grid, under which employees were hired for a fixed period.
Employee turnover
2025
2024
2023
Employees who quit or were made
redundant
188
179
248
Employee Turnover Ratio, %
13
13
20
The Group’s employee turnover rate remained stable at 13% in 2025 compared to 2024.
S1-7 Characteristics of non-employees in the undertaking’s own workforce
During the reporting period, the Group had no non-employee workers attributable to its own workforce.
S1-8 Collective bargaining coverage and social dialogue
The Group ensures employee representation and social dialogue in accordance with applicable legislation and good practice.
Collective agreements are in place in the Group companies Litgrid and Amber Grid and apply to all employees regardless of trade
union membership. In these companies, collective agreements cover 100% of employees.
Works councils operate in the Group companies EPSO-G, Energy Cells, and Baltpool and constitute the main form of employee
representation for social dialogue with the employer. A works council is not established in the Group company EPSO-G Invest
due to the small number of employees (5). Overall, employee representation at the workplace is ensured for 99.6% of the Group’s
employees.
The Group has no agreements on employee representation in a European Works Council, a European Company (SE) Works
Council, or a European Cooperative Society (SCE) Works Council.
S1-9 Diversity metrics
Gender distribution at the top management level
Number of
employees
Share of
employees, %
Number of
employees
Share of
employees, %
Number of
employees
Share of
employees, %
2025
2024
2023
Men
29
83
31
89
27
87
Women
6
17
4
11
4
13
Total
35
100
35
100
31
100
Top management is defined as the chief executives of the companies and senior executives whose positions are approved by
decisions of the companies’ Boards; members of the Boards are not included in the calculation of this metric. The share of women
in top management positions has been increasing consistently and rose by 6 percentage points in 2025 compared to 2024. This
progress was driven by the Group’s targeted initiatives to strengthen gender balance, including a revised recruitment policy and
selection processes in which gender balance principles are applied already at the candidate sourcing stage.
Women
Men
Total
Women
Men
Total
Women
Men
Total
2025
2024
2023
Number of
employees
375
1,029
1,404
333
1,020
1,353
303
968
1,271
Number of
permanent
employees
361
1,013
1,374
325
1,008
1,333
292
959
1,251
Number of
temporary
workers
14
16
30
8
12
20
11
9
20
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Distribution of employees by age groups
Number of
employees
Share of
employees,
%
Number of
employees
Share of
employees, %
Number of
employees
Share of
employees, %
2025
2024
2023
Under 30 years old
160
11
152
11
147
11
30–50 years old
857
61
814
60
760
60
Over 50 years old
387
28
387
29
364
29
Total
1,404
100
1,353
100
1,271
100
In 2025, the age structure of employees remained stable and did not differ materially from previous years. Employees aged 30–
50 constituted the largest share (61%), 28% of employees were over 50 years old, and employees under 30 accounted for 11%.
S1-10 Adequate Wages
In 2025, the adequate wage in Lithuania was EUR 1,038 gross per month (minimum monthly wage). Accordingly, all employees
in the Group companies are paid an adequate wage. For more information, see section 6.3. of the Management Report.
S1-11 Social protection
The Group ensures social protection for all employees against loss of income due to major life events, including illness,
unemployment (during the period of employment), occupational accidents, acquired disability, parental leave, and retirement.
Social protection is ensured in accordance with the applicable legislation of the Republic of Lithuania and additional employer-
provided benefits.
Additional benefits include the payment of 100% of the average salary for the first two days of temporary incapacity for work
that coincide with the employee’s work schedule and voluntary health insurance for the majority of employees (approximately
73%). These benefits also include initiatives promoting health, emotional well-being, and physical activity, as well as vaccination
against influenza and tick-borne encephalitis for employees working in outdoor conditions.
The Group also provides one-off financial support to employees upon the birth or adoption of a child, to employees raising three
or more children, and grants targeted benefits depending on family circumstances, as well as one-off payments in the event of
emergencies.
S1-12 Persons with disabilities
Share of employees with disabilities
2025
2024
2023
Share of employees with disabilities, %
0.9
1.0
0.6
Total number of employees
1,404
1,353
1,271
Important: The data is based only on information provided by employees, subject to restrictions on the collection of such information due to possible
human rights violations.
S1-13 Training and skills development metrics
Women
Men
All employees
Number of employee training hours
12,772
36,960
49,732
Average number of training hours
34
36
35
During the reporting year, the average number of training hours for women and men differed only slightly (by approximately 2
hours); therefore, learning and professional development opportunities are considered to be equally accessible to all employees
in the Group.
Percentage of employees who participated in regular performance and career development reviews
2025
2024
2023
All employees
97
96
100
Women
94
100
100
Men
99
86
100
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The performance appraisal is carried out once per year; however, depending on the nature of the employee’s role and level of
responsibility, the appraisal frequency may vary. Employees on parental leave, employees whose probation period had not ended
during the reporting period, and employees whose employment ended during the target-setting period do not participate in the
performance appraisal.
S1-15 Work-life balance metrics
Percentage of employees who took family-related leave, by gender, %
2025
2024
2023
All employees
5,1
4,7
4,2
Men
4,2
3,0
3,2
Women
7,7
9,9
7,6
Note: due to inaccurate input data for 2023 and 2024, we are adjusting the indicators of employees who took leave for family reasons. The change in the
indicators is insignificant and is due to a technical error. Numbers previously reported: Percentage of all employees 3.7%; By gender, 6.6% of females and
2.7% of males (in 2024) and percentage of all employees 3.5%, 6.3% of females and 2.6% of males (in 2023).
S1-16 Remuneration metrics
Gender pay gap %
2025
2024
2023
All employees
-1.02
-1.46
-3.70
The presented indicator reveals the percentage difference in women's wages from men's. There is a trend that the wage gap between women and men is
decreasing every year.
Annual total remuneration ratio
2025
2024
2023
Ratio of the annual total remuneration of the highest-paid
individual to the median annual total remuneration of all
employees (excluding the highest-paid individual)*
3.37
3.41
3.49
S1-17 Incidents, complaints and severe human rights impacts
The Group did not receive any reports related to human rights impacts during the reporting year.
8.4.1.2. Health and safety
The Group’s DMA identified that a material subtopic within the own workforce topic relates to negative impacts on employee
health and risks arising from non-compliance with occupational health and safety requirements. This impact and risk are material
at the consolidated Group level. More details on the DMA process, methodology and results are provided in the section Group’s
Double Materiality Assessment.
Impacts
Potential negative impacts on employee health and safety may arise from specific working conditions, particularly for employees working
on sites and in outdoor environments.
Risks
Risks to employees arise from non-compliance with occupational health and safety requirements.
Methodology for calculating remuneration metrics
When calculating remuneration metrics, all monetary and non-monetary remuneration elements accrued to an employee during the reporting period are
included in the total salary amount. These elements comprise base monthly and (or) hourly pay; payment for overtime, night work, and work on rest
days; holiday pay and compensation for unused leave. The total also includes annual financial incentives, one-off performance bonuses, allowances for
performing additional functions or duties, and additional benefits granted to the employee that are treated as income in kind.
Sickness benefits and one-off payments are excluded from the calculation.
The calculations use full-time equivalent (FTE), i.e. the number of employees on an FTE basis, rather than the actual number of employees.
The data are collected from internal accounting systems.
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S1-1 Health and safety policies
S1-2 Processes for engaging about impacts and S1-3 Processes and channels for remediation of negative impacts
The Group systematically involves employees in dialogue on work-related impacts on their health and safety by providing
opportunities to express their views, submit suggestions, and participate in occupational risk assessments and in decision-making
on the improvement of working conditions. Employee involvement is ensured through formalised consultation and participation
mechanisms, ensuring that their views are heard and taken into account when planning preventive and risk management
measures.
We also ensure that employees have access to reliable channels to report occupational health and safety risks, violations, or other
situations of concern. The information received is recorded and investigated in accordance with the established procedure and,
where necessary, corrective and preventive measures are applied to eliminate identified causes and prevent occupational
accidents.
The management of the Group’s companies is responsible for involving employees in the management of potential negative
impacts and in the implementation of solutions.
The key channels through which employees can raise and report occupational health and safety issues are presented below.
Processes and channels
Description
Trust line
The Group has established a Trust line through which employees can report violations of
occupational health and safety requirements or other risks related to working conditions.
Occupational Health and Safety Committees
The Group’s companies have established occupational health and safety committees whose
representatives participate in occupational risk assessments, the planning of preventive
measures, and submit proposals to the employer on improving occupational health and
safety.
Occupational health and safety information
system (DARSIS)
The Group uses a dedicated occupational health and safety information system (DARSIS)
where employees can report observed incidents, occupational health and safety violations,
unsafe workplaces, and submit suggestions regarding protective measures. This system
also enables employees to review the results of occupational risk assessments and risk
mitigation measures, information on employer-provided vaccinations, mandatory
instructions, and other relevant information.
S1-4 Taking action on material impacts
The Group has integrated actions aimed at managing and reducing material negative impacts into its regular operational and
management processes and finances them from the general operating budget. The implementation of these actions does not
require separate material capital or operating expenditures and is not associated with external financing. The Group uses internal
human and organisational resources to implement these actions. Consequently, no specific amounts of financial resources
allocated to these actions are separately identified or disclosed
The Group implemented targeted measures in 2025, based on identified material impacts and risks in the area of occupational
health and safety, focusing on employees working under higher-risk conditions, particularly at infrastructure sites and in outdoor
environments. The following outlines the key measures implemented in 2025 addressing the identified adverse impacts and risks.
The Group has established key operating principles to ensure health and safety. These principles are set out in the Group’s
occupational health and safety policy and in the Partner Code of Ethics. Further information on the implementation of these
policies is provided in the section MDR-P Policies adopted to manage material sustainability matters.
The Group’s occupational health and safety policy commits to ensuring safe and healthy working conditions, preventing
occupational accidents and diseases, implementing advanced technologies and working methods that reduce risk factors, and
continuously strengthening the health and safety culture.
The Group applies the same principles in cooperation with partners. The Partner Code of Ethics requires partners to ensure
safe and healthy working conditions for their employees, implement occupational health and safety management systems, and
apply preventive measures aimed at reducing the risk of accidents and work-related illnesses.
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Area
Actions implemented in 2025
Management of impacts on employee health
and safety arising from specific working
conditions, particularly for those working at
sites and in outdoor environments.
• The Group conducted occupational risk assessments at new workplaces. Risk
assessments are performed in the occupational health and safety information system
DARSIS, where, taking into account the nature and level of the identified risk,
individual risk mitigation measures are assigned to each employee, including
mandatory health checks, briefings, training, and personal protective equipment.
• The Group organised the Safety at Work Month, during which thematic training and
communication campaigns were carried out on safe driving, behaviour when
encountering wildlife, safety culture and leadership, the creation of a safe workplace,
and employees’ psychological well-being and burnout prevention.
• Our employees regularly participate in mandatory specialised professional and
technical training and practical exercises aimed at managing real emergency and
hazardous situations.
• We ensured that employees working in outdoor conditions were vaccinated against
influenza and tick-borne encephalitis.
Management of risks arising from non-
compliance with occupational health and
safety requirements.
• Workplace inspections were carried out, non-compliances with occupational health and
safety requirements were identified, and corrective actions were planned and
implemented.
• A zero-tolerance policy on intoxication is applied, and employee sobriety checks are
carried out on a continuous basis.
We apply the occupational health and safety measures implemented in 2025 on an ongoing basis and will continue them in the
coming years as an integral part of the Group’s prevention and risk management system. The objective of these actions is to reduce
the risk of accidents in the long term, strengthen the safety culture, and ensure safe working conditions for all employees,
particularly those working in higher-risk environments.
S1-5 Targets related to managing material impacts
The Group’s long-term strategy establishes a direction to create a safe and positive working environment and to strengthen the
safety culture. We consider serious and fatal accidents to be material negative impacts, and therefore we aim to eliminate them
entirely in the activities of both our employees and contractors. The table below presents the established employee safety and
health target, its intended value, and the progress achieved.
Target
Target value
Progress towards targets
2025
2024
Number of serious or fatal
accidents (employees and
contractors)
Zero serious or fatal
accidents
One serious accident involving a contractor’s
employee.
Corrective measures applied: an accident
investigation was carried out, and preventive
measures were identified and are being
implemented to improve internal processes
and strengthen the control of contractors’
employees at workplaces. The findings of the
investigation were communicated to the
Group’s employees and contractors.
One serious accident involving an
employee of the Group company
Tetas.
Status
The target was not achieved
The target was not achieved
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S1-14 Health and safety metrics
Health and safety metrics:
2025
2024
2023
Company employees
Percentage of employees covered by the occupational
health and safety management system (ISO 45001)
90%
91%
91%
Number of deaths resulting from work-related injuries and
work-related ill health
0
0
0
Number of recordable work-related accidents
5
4
4
The total number of hours worked by all employees
2 560 040.1
2 529 242.9
2 459 368.0
Total Recordable Incident Rate (TRIR)
1.95
1.58
1.63
Number of cases of recordable work-related ill health
2
1
0
Number of working days lost due to work-related injuries
and fatalities from occupational accidents, work-related ill
health and fatalities from occupational diseases
195
126
51
Non-employees classified as own workforce
Number of fatalities due to work-related injuries and work-
related ill-health among non-employees working at the
company's sites
0
0
0
8.4.1.3. Employee privacy
The Group's DMA identified potential negative impacts on our employees. We have identified this sub-topic and impact as material
and consolidated at the Group level. More details on the DMA process, methodology and results are provided in the section
Group’s Double Materiality Assessment of this Sustainability Report.
Impacts
Potential negative impacts due to improper processing of personal data, improper processing of personal data by third parties, and
personal data security breaches that may adversely affect employees’ rights as data subjects.
S1-1 Policies related to employee privacy
S1-2 Processes for engaging about impacts and S1-3 Processes and channels for remediation of negative impacts
The processes and channels for employee involvement and remediation are described in section 8.3.1.1. Employee well-being
and working conditions. In the area of employees’ privacy, the Group ensures that employees are familiarised with the legal acts
governing personal data protection and their practical application. Where necessary, we provide consultations, prepare guidance
notes and presentations on the most relevant data protection topics, and involve employees in the planning and implementation
of preventive and improvement measures.
The Group has established key operating principles to ensure employees’ privacy and data protection. These principles are
enshrined in the Group's personal data protection policy. Further information on the implementation of this policy is provided
in the section MDR-P Policies adopted to manage material sustainability matters.
The personal data protection policy commits the Group to processing employees’ data in accordance with the principles of
lawfulness, transparency, data minimisation and security, and to applying organisational and technical measures that ensure
their confidentiality and protection in line with the requirements of the EU General Data Protection Regulation. The Group
also ensures that data are processed only for clearly defined purposes, retained for a limited period, and that each data subject
can exercise their rights.
Calculation methodology.
The Total Recordable Injury Rate (TRIR) is the number of accidents resulting in temporary loss of work capacity per one million hours worked. The total
annual number of hours worked by employees is recorded in the Group’s internal human resources management systems.
Accidents are recorded in the Group’s occupational health and safety system DARSIS.
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S1-4 Taking action on material impacts
Below, we present the actions implemented in 2025 to prevent potential negative impacts on employees’ privacy and to
strengthen personal data protection across the Group.
Area
Actions implemented in 2025
Data protection
• The Group prepared and implemented mandatory personal data protection e-learning for all employees
of the Group’s companies, which employees are required to complete on a periodic basis.
• A compliance audit in the area of personal data protection was conducted. No material non-compliances
were identified; however, areas for improvement were identified and measures for their implementation
were planned. We plan to continue conducting personal data protection audits in 2026.
S1-5 Targets related to managing material impacts
The Group’s long-term business strategy does not include quantitatively measurable or time-bound targets related to the
protection of employees’ privacy. However, we continuously monitor the effectiveness of our governance in this area: we record
and analyse personal data protection incidents, conduct periodic compliance audits and, where necessary, implement corrective
and preventive actions.
S3 Affected communities
The Group’s DMA identified an actual negative impact on the economic and social rights of communities due to noise, dust, traffic
restrictions and other disturbances caused by the Group’s activities. We have identified this sub-topic and impact as material and
consolidated at the Group level. More details on the DMA process, methodology and results are provided in the section Group’s
Double Materiality Assessment.
Impacts
The actual negative impact on communities arises from the nature of the Group’s activities and the specific characteristics of the energy
sector (noise, dust, traffic restrictions and other disturbances).
S3-1 Policies related to affected communities
S3-2 Processes for engaging with affected communities about impacts
The Group informs communities in advance about infrastructure projects planned and implemented by the Group’s companies in
their vicinity. During project implementation, we coordinate the timing of works with residents, seek to minimise and remedy any
inconvenience caused by the activities, and respond to residents’ questions. For further information on ways of engagement please
refer to section SBM-2 Stakeholder interests and views.
The Group has established key operating principles aimed at reducing impacts on communities. These principles are enshrined
in the Group’s environmental, sustainability, support and humanitarian aid policies and in the Partner Code of Ethics. Further
information on the implementation of these policies is provided in the section “MDR-P Policies adopted to manage material
sustainability matters”.
The environmental policy commits the Group to reducing the impact of its activities on communities, enabling their involvement
in project planning at early stages, cooperating on environmental matters, and ensuring transparent communication on progress
in environmental protection.
The sustainability policy defines that, when planning and implementing sustainable development actions, the Group seeks
comprehensive stakeholder engagement and promotes transparent and fair cooperation and dialogue with communities.
The support and humanitarian aid policy establishes the Group’s commitment to cooperating with communities in whose
areas it operates and implements projects and programmes. Particular attention is paid to initiatives that contribute to
improving the well-being of those communities. The requirements for providing support are defined in the Rules for the
Provision of Support and Humanitarian Aid.
We also apply the requirements to our partners. Our Partner Code of Ethics stipulates that activities in the vicinity of
communities must be carried out with the least possible negative impact on community infrastructure and property. Where
such impacts occur, proportionate remediation or compensation measures must be applied. This approach is intended to
safeguard the interests of local communities and their living, social and economic environment.
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We implement large-scale infrastructure projects and therefore maintain ongoing engagement with communities. Relations with
communities are coordinated by designated employees of the Group’s companies, while the primary community engagement
function is currently carried out by the Group’s communication representatives and the managers of planned and ongoing projects.
The managers of the Group’s companies are responsible for involving representatives of affected communities and other
stakeholders in the management of actual negative impacts and the implementation of solutions. The effectiveness of the
engagement of affected communities is not measured separately.
S3-3 Processes and channels to remediate negative impacts
The Group takes into account the interests and opinions of community members in its operations and prioritises open
communication and cooperation. The Group seeks to ensure proactive and continuous dialogue, timely responses to enquiries, and
the provision of high-quality information both when planning activities that may affect communities and when implementing them.
We enable communities to raise concerns through various accessible channels (see the table below). Received reports are
registered and examined in accordance with the established procedure, ensuring confidentiality and protection against adverse
consequences. Where necessary, corrective measures are implemented (e.g. additional noise reduction measures, changes in work
organisation) and their effectiveness is assessed. The Group provides the channels below for communities to contact the Group
and raise concerns.
Processes and channels
Description
Trust line
The Group has established Trust lines where communities can report concerns (e.g. corrupt
practices, non-compliance, environmental violations, etc.). The confidentiality and safety of
whistleblowers are ensured. All received reports are registered and examined. Responses
are provided to whistleblowers, and protection against adverse consequences is ensured.
For more details, see the section G1-1 Corporate culture and business conduct policies.
Meetings with communities
The Group organises meetings with communities and local government representatives to
present planned energy projects, potential adverse impacts, and the measures for their
management. Communities are enabled to engage in the early stages of project
implementation, to ask questions, and to submit comments and suggestions on the
mitigation of adverse impacts. Responses to questions relevant to communities are
provided during meetings. Meetings are scheduled at times convenient for the communities.
Informing through local or national media
Taking into account the number of affected persons or households and the scale of the
impact, information on planned projects and activities is provided through local and (or)
national media and community social media groups in order to ensure the accessibility and
dissemination of information.
Direct contact with project managers
During the implementation of energy projects, community representatives are enabled to
communicate directly with project managers of the Group’s companies by email or
telephone, to report issues, and to express concerns regarding ongoing activities and their
potential impacts. Such direct dialogue allows for the prompt resolution of issues important
to communities.
S3-4 Taking action on material impacts
Within the Group, actions to manage and mitigate significant adverse impacts are integrated into our normal operational and
management processes and are financed from our overall operating budget. Implementation of these actions does not require any
significant investment or operational expenses and does not involve external funding. We use internal human and organisational
resources to implement our actions. Consequently, no specific amounts of financial resources allocated to these actions are
separately identified or disclosed.
We recognise the importance of the topic of affected communities to the Group and its stakeholders and the actual adverse
impacts of the Group’s activities on communities. We plan to review the governance practices and policies applied to this topic in
the future. The management of adverse impacts on communities will also be strengthened, and a Group-wide action plan will be
developed.
Information on the measures implemented in 2025 to mitigate negative impacts is provided below.
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Area
Actions implemented in 2025
Noise management
The Group company Litgrid completed the implementation of the noise mitigation plan at
the Alytus transformer substation by installing a noise barrier.
Following synchronisation with the Continental European electricity networks in February
2025, the high-voltage direct current converter station equipment was disconnected. This
equipment had been one of the main noise sources.
Since 2023, Litgrid has ensured that the night-time noise level at newly constructed or
reconstructed facilities does not exceed 42 dB, although the applicable legal limit is
higher at 45 dB.
Electromagnetic field (EMF) management
Since 2023, the electromagnetic field strength in the protection zones of reconstructed
330 kV overhead electricity transmission lines of Litgrid has been limited to 5 kV/m. The
electromagnetic field strength after reconstruction is also ensured not to exceed the level
measured before reconstruction, although legislation does not establish such an
additional limit for overhead line protection zones.
S3-5 Targets related to managing material impacts
The Group’s long-term business strategy establishes a direction to create a positive impact on communities. We have not currently
set quantified or time-bound targets at Group level. Taking into account the importance of this topic, we plan to review the
governance practices for communities and to establish common Group targets in the future.
Currently, actual negative impacts on communities are managed through the policies applied, actions implemented, and
continuous monitoring. The scale and nature of energy projects and their potential impacts on local communities are taken into
account.
In 2026, the Group's companies plan to implement individual actions to strengthen cooperation with communities. Litgrid, for
example, plans to further develop dialogue with communities to not only reduce the impacts of its activities on vulnerable groups
but also to create greater social value. The company will carry out a comprehensive stakeholder analysis, identify priority
communities, and develop a community engagement action plan. Based on the results of these activities and their alignment with
the needs and expectations of communities, a long-term plan for community engagement initiatives will be developed.
S4 Consumers and end users
Following the Group’s DMA, a potential negative impact on consumers and end users was identified due to inadequate or missing
information and potential disruptions to service continuity. These impacts were identified as material at consolidated Group level.
More details on the DMA process, methodology and results are provided in the section Group’s Double Materiality Assessment.
Impacts
Potential negative impacts on consumers and end users arise from missing or inadequate information.
Potential negative impacts on access to services may arise through the value chain due to potential disruptions to service continuity.
At present:
• We engage with communities in line with good practice by organising informational meetings, providing information in
writing and through the media, and maintaining dialogue with community representatives, elderships, and
municipalities.
• We assess potential impacts on communities during the planning of projects and apply preventive and mitigation
measures.
• We monitor trends in community-related issues through complaints, enquiries, and dialogue channels and assess the
effectiveness of the measures applied.
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S4-1 Policies related to consumers and end-users
To standardise engagement with market participants across the Group and in line with good practice, we plan to develop common
customer service guidelines in the future. We recognise the importance of managing the topic of consumers and end users and
the potential negative impacts caused by the Group in this area and will seek to review the governance and policies related to this
topic in the future.
S4-2 Processes for engaging with consumers and end users about impacts
We operate on a Business-to-Business (B2B) model; therefore, the interests and expectations of energy end users are
incorporated into decision-making through direct market participants, including electricity and gas producers, distribution system
operators, large energy consumers, and other energy sector entities. Based on the insights, needs, and feedback of these
stakeholders, we assess the potential impacts of our activities on end users and identify areas for improvement.
Annual Group-level surveys of market participants (customers) are conducted to assess service quality, the effectiveness of
cooperation and communication, and other aspects related to service provision. Survey results are used to improve operational
and management processes and enhance engagement with market participants, thereby indirectly reducing potential negative
impacts on end users.
We engage stakeholders in accordance with established governance principles and apply various engagement methods, including
consultations, dialogue, meetings, surveys, and feedback collection. These processes help ensure that the views of market
participants - and, through them, end users - are heard and considered in decision-making. The managers of the Group’s
companies are responsible for the involvement of consumers and energy end users in the management of potential negative
impacts and the implementation of related decisions.
S4-3 Processes and channels to remediate negative impacts
We ensure that consumers and end users have accessible, transparent, and effective channels to submit complaints, claims, report
potential negative impacts, or provide feedback on our activities. These channels enable timely identification of issues, assessment
of their causes, and, when necessary, the implementation of corrective measures. The main channels for stakeholders to engage
are provided below.
Processes and channels
Description
Email
We provide stakeholders with the opportunity to submit enquiries, complaints, or feedback
via the general email addresses of Group companies. We have also provided dedicated
contacts for specific issues, such as infrastructure, data protection, incidents, or land use.
Telephone contact
We provide customer and stakeholder support through telephone lines, enabling prompt
reporting of issues or access to the necessary information.
Written and oral appeals
Official complaints, claims, and requests are accepted in writing or verbally, submitted in
person at the offices of Group companies.
Direct contacts
The websites of Group companies publish the contacts of responsible departments and
employees so that stakeholders can directly address specific technical, regional, or
operational impact issues.
Anonymous whistleblowing channels
The Group ensures the operation of anonymous whistleblowing channels through which
issues related to the provision of information or services can be reported anonymously. All
reports are logged and investigated in accordance with established procedures and, where
necessary, corrective and preventive measures are taken. For more information on
whistleblowing channels, see section G1-1 Corporate culture and business conduct
policies.
We have established key operating principles that guide our activities and our engagement with stakeholders. Further
information on the implementation of these policies and their principles is provided in the section MDR-P Policies adopted to
manage material sustainability matters.
The Code of Ethics sets out the key principles and standards of conduct that guide our activities and our engagement with
stakeholders. Principles that ensure the protection of the rights and interests of end users are applied: we respect human
rights, ensure transparency, provide information responsibly, ensure non-discrimination, and protect personal data.
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All received complaints, reports, or feedback are registered and examined in accordance with established internal procedures.
Information is forwarded to the responsible departments, which assess potential negative impacts and, where necessary, apply
corrective or preventive measures. We aim to ensure timely responses to applicants, the confidentiality of whistleblowers and
protection against adverse consequences, as well as transparent communication with consumers and energy end users.
S4-4 Taking action on material impacts
We have not currently defined specific actions to manage material negative impacts on consumers and energy end users. We
recognise the importance of this topic and plan to review the governance practices and policies related to it, as well as to establish
corresponding actions in the future. At present, potential impacts are managed through general operational, risk management,
service quality assurance, and stakeholder engagement processes.
S4-5 Targets related to managing material impacts
We have not currently defined specific actions to manage material negative impacts on consumers and energy end users. We
recognise the importance of this topic and plan to review the governance practices and policies related to it, as well as to establish
corresponding targets in the future.
8.5. Governance information
The Group’s DMA identified the following material governance subtopics: potential negative impact on business ethics due to
non-compliance with established principles; potential negative impact on whistleblower protection due to an ineffective protection
system; public procurement and related stakeholders; and potential negative impact on stakeholders related to anti-corruption
actions. The Group identified a material opportunity related to cooperation with stakeholders on the proper implementation of the
whistleblower protection system. These impacts and opportunities are material at the consolidated Group level. More details on
the DRM process, methodology and results are provided in the section Group’s Double Materiality Assessment.
Impacts
Potential negative impact may arise from non-compliance with the Group’s policies or the principles embedded therein, including provisions
on transparency, accountability, diversity, inclusion, and ethical conduct.
Potential negative impact on stakeholders’ rights may arise if the whistleblower protection system does not operate effectively. This
includes breaches of confidentiality, possible overt or indirect discrimination, retaliation or other negative treatment of whistleblowers.
Potential negative impact on stakeholders' rights in public procurement.
Potential negative impact on the stakeholders’ rights may result from corrupt or unethical practices.
Opportunities
Opportunity for stakeholders to raise concerns, enabling responsiveness to their needs and strengthening the Group’s reputation.
The Group has integrated actions aimed at managing and reducing material negative impacts into its regular operational and
management processes and finances them from the general operating budget. The implementation of these actions does not
require separate material capital or operating expenditures and is not associated with external financing. The Group uses internal
human and organisational resources to implement these actions. Consequently, no specific amounts of financial resources
allocated to these actions are separately identified or disclosed.
G1 Business ethics
G1-1 Corporate culture and business conduct policies
The Group applies the principles of proportionality, transparency, protection of shareholders’ rights, stakeholder engagement, and
good corporate governance consistently across its operations. The Group's governance system is designed to comply with the
principles of corporate governance, the requirements of corporate governance legislation and international best practice.
Our governance is based on the Group's values and Code of Ethics, which sets out basic standards and principles of conduct. We
consistently emphasize the importance of these principles to employees through training, internal meetings, and daily operations,
with the aim of fostering an ethical, transparent, and responsible organizational culture.
The Group fosters an environment resilient to corruption, where every employee plays an important role. Therefore, all employees
– regardless of their position or functions – are trained in anti-corruption conduct principles. We do not distinguish between
different functions and consider that the risk of corruption and bribery can occur at any level and function.
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Whistleblowing channel and whistleblower protection
The Group promotes a whistleblowing culture and has set up an internal whistleblowing channel – the Trust line. It is available
to employees and other stakeholders (partners, clients, etc.) to report potential environmental violations, non-compliance,
corruption-related activities, cases of discrimination, misuse of artificial intelligence tools, and other breaches.
Given the sensitivity of reports, we enable information to be submitted both anonymously and with identity disclosure. The
operation of the Trust line is governed by the Group’s internal regulations. These regulations set out timelines for handling reports,
responsible persons, procedures for informing whistleblowers, and ensure the objective and independent assessment of received
reports.
We provide individuals with the opportunity to express their concerns through various existing Trust line channels: by email, by
completing a form, in writing, or by phone.
We apply a zero-tolerance principle for retaliation to ensure the protection of whistleblowers. We ensure that whistleblowers,
regardless of whether they are the Group’s employees or other stakeholders, are not subject to any adverse effects.
This includes, but is not limited to, temporary suspension, termination of employment, discrimination, harassment, limitation of
career opportunities, early termination of contracts for the supply of goods and (or) services, and similar measures. We always
treat data related to the whistleblower and the information provided as confidential and process it in accordance with applicable
data protection requirements.
All information regarding the Group's Trust line and its operations can be found on the websites of the Group companies. We train
employees on how to report potential violations and inform them about the reporting channels, handling procedures, and
applicable timelines. The whistleblowing channels are presented as a separate topic in the general anti-corruption training,
including the persons responsible for handling reports and the full report handling process.
G1-2 Management of relationships with partners
Procurement Policy and the Partners’ Code of Ethics
The Group’s Procurement Policy and the Partners’ Code of Ethics (PCE) set out the minimum standards of conduct expected from
all partners. Thus, we promote lawful, professional, responsible, and fair business practices covering environmental protection,
human rights, labour standards, and business ethics principles. Partners are encouraged to integrate sustainability principles into
their activities in the above areas. By participating in the Group's procurement, partners acknowledge their awareness of the PCE
and commit to complying with it.
Since 2024, the Group (except Tetas) has implemented a partner due diligence process. Before concluding a contract, partners
voluntarily complete a due diligence questionnaire in the Group’s screening system and provide information on the policies and
standards applied in their operations. The collected information is used to identify risks and areas for improvement in partners’
operations and to strengthen the development of a sustainable supply chain.
The foundation of the Group’s governance is the ethical principles set out in the Group’s Code of Ethics, which we
consistently apply in our day-to-day operations and decision-making:
• Respect for human rights
• Sharing of information and experience
• Ensuring diversity, inclusion, and equal opportunities
• Care for employee health, safety, and well-being
• Commitment to climate action, environmental protection, and societal well-being
• Cooperation with communities, supervisory authorities, and organizations
• Compliance with legal requirements
• Avoidance of conflicts of interest
• Protection of personal data and information
• Zero tolerance for corruption
• Adherence to a zero-gift rule
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In 2025, questionnaires were sent to approximately 80% of our partners, of which about 63% voluntarily responded and provided
data on their operations. From Q2 2026 onwards, the questionnaire will become a mandatory part of the partner due diligence
process.
The Group company Tetas does not have the status of a contracting authority; however, it follows the Group’s Procurement Policy
and performs partner screening with regard to applicable international sanctions. In 2025, Tetas approved the PCE and
contractually obliged its partners to comply with it. From 2026, the company plans to implement a partner due diligence process.
Contract enforcement
The Group applies a harmonised contract execution and control process, enabling effective contract implementation, consistent
decision-making, and centralised management of the contract portfolio. This process enables the identification of critical contracts,
potential risks and the timely application of measures to manage them. Contracts with partners stipulate that:
• Partners comply with the PCE requirements in the performance of their obligations;
• Contracts include enforcement mechanisms such as fines, penalties, and bank guarantees;
• Environmental, social and governance requirements are met.
The Group applies a contract performance monitoring process that enables the assessment of partners’ capacity to fulfil
contractual obligations, including vulnerable partners. We follow the payment obligations set out in contracts and the Law of the
Republic of Lithuania on the Prevention of Late Payment in Commercial Transactions in order to ensure proper and timely
payments. The most substantial purchases are made by employees certified as Procurement Officers, thereby managing
compliance risk.
International and national sanctions
The Group systematically implements international sanctions requirements. In all ongoing procurements, we screen the partners
with whom we plan to conclude contracts for the applicability of sanctions. If a partner is found to be subject to international
sanctions, we do not enter into contracts, and if such a fact becomes apparent during contract performance, we take steps to
terminate the contracts.
In line with the national security policy direction, the Group refrains from awarding or executing procurement contracts with
suppliers linked to hostile states or territories:
• Group companies of national security importance or Group companies operating critical infrastructure or information systems
have additional requirements for the purchase of hardware, software, maintenance or support services;
• The Group companies aim to reduce dependence on manufacturers and suppliers that do not meet European and transatlantic
integration criteria, i.e. those not established or registered in the EU, NATO, the European Economic Area and (or) the
Organisation for Economic Co-operation and Development member states.
The PCE was last updated in 2025 by expanding its scope to include partners engaged under cooperation
agreements or other arrangements, as well as subcontractors. The PCE was also supplemented with new and (or)
expanded provisions on:
• principles for the ethical use of artificial intelligence
• recommendations on the implementation of anti-corruption management systems
• enhanced requirements for high labour standards and expanded ethical and social expectations for partners
• promotion of the circular economy and the application of life-cycle costing in operations
• compliance with international agreements.
Contractual obligations of partners set out in the PCE
• Zero tolerance of bribery, graft, influence peddling, money laundering, abuse of office and (or) other forms of corruption.
• Avoid engaging in any illegal agreements or arrangements that hinder fair competition, including entering into cartels
with competitors, such as sharing or allocating markets or customers, or colluding on prices.
• Reducing dependence on product manufacturers and suppliers which do not meet the criteria for European and
transatlantic integration, i.e. are not established or registered in the Member States of the European Union, the North
Atlantic Treaty Organisation, the European Economic Area and (or) the Organisation for Economic Co-operation and
Development.
• Maintaining transparent, harmonious and cooperative business relationships in line with the PCE and the Anti-Corruption
Policy.
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Sustainable supply chain
The Group aims to manage risks and reduce negative impacts on value and supply chain participants; therefore, the long-term
business strategy approved in 2025 sets the direction of ensuring a sustainable supply chain. This direction includes the
implementation of sustainable and responsible business practices and active cooperation with operational partners to achieve
common sustainability objectives. We are committed to transitioning to circular procurement by 2035, i.e. integrating circularity
principles into the procurement process, under which the life-cycle costs of the goods, services, and works procured will be
assessed and other established circularity criteria (e.g. recyclability, etc.) will be applied. We will also seek to encourage partners
to set and implement GHG reduction targets in accordance with a methodology to be developed in the near term (2026–2027) in
cooperation with experts and partners.
The majority of the Group’s procurements (except Tetas and EPSO-G Invest) are conducted in accordance with the requirements
of the Law on Public Procurement of the Republic of Lithuania and the Law on Procurement by Contracting Entities in the Water
Management, Energy, Transport or Postal Services Sectors. Therefore, only partners that meet the environmental and/or social
requirements set by law can participate in procurement. All public procurements include at least one green criterion; therefore,
100% of public procurements are classified as green. Since 2024, the Group has also applied social criteria; in 2025, such
procurements accounted for more than 10%, and the same target is set for 2026.
Group companies organise internal employee training on social and environmental performance topics to improve their skills and
knowledge in the area of sustainability-driven procurement and the related procurement processes.
More than 80% of the Group’s contracts have been concluded with local partners operating in Lithuania. This contributes to shorter
supply chains and to reducing logistics costs and transport-related emissions.
Target
Target value
Progress towards targets
Status
Reduce GHG emissions in the
supply chain
Include at least 50% of suppliers in
GHG reduction requirements by 2035
The application of criteria is planned
to start in 2027
Implementation of the
target has not yet
started
Transition to circular
procurement: integrate
circularity principles and
criteria into procurement
Implement circular procurement from
2035
The application of criteria is planned
to start in 2027
Implementation of the
target has not yet
started
Increase the number of the
Group’s green procurements
100% of the Group’s procurements
must comply with green procurement
requirements
In 2025, all Group procurements were
conducted applying green criteria.
The target has been
achieved
Increase the number of the
Group’s procurements
applying social criteria
Social criteria must be applied to more
than 7% of the Group’s procurements
In 2025, social criteria were applied in
more than 10% of procurements
The target has been
achieved
PCE implementation measures
• Publicly available PCE
• Partners’ confirmations of awareness and compliance
• Completion of questionnaires
• Screening information system
• Data analysis and recommendations
• Events for partners
"
In 2025, we received a letter of appreciation from the Public Procurement Office for promoting socially responsible
procurement within the EPSO-G group of companies. In the same year, the Group company Energy Cells was recognised
for applying an environmental quality criterion in electricity procurement by assessing not only price but also the CO₂
emissions savings offered by suppliers.
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G1-3 Prevention and detection of corruption and bribery
The Group is committed to operating transparently, openly, and lawfully; therefore, we apply a zero-tolerance approach to
corruption in our activities – we do not tolerate corruption or any related practices. We continuously assess potential corruption
risks and implement measures to manage those risks when they are identified.
Our anti-corruption activities are carried out in accordance with legal requirements and good practice and by implementing the
principles of an anti-corruption management system under the international standard ISO 37001:2016 Anti-bribery management
systems – Requirements with guidance for use, under which EPSO-G, Amber Grid, and Litgrid have certified anti-corruption
management systems.
The Anti-Corruption Policy is the main document governing the Group’s anti-corruption activities, establishing the principles of
anti-corruption and defining the rights and responsibilities of persons involved in anti-corruption activities. This policy has been
developed in accordance with the above-mentioned international standard ISO 37001:2016, the United Nations Convention
against Corruption, the legal acts of the Republic of Lithuania regulating anti-corruption activities, and good practice. We introduce
this policy to stakeholders by publishing it on our website, and in contracts concluded with partners we have established an
obligation to familiarise themselves with and comply with it. For more information on the Group's anti-corruption activities, please
refer to the section 5.5 Compliance, Anti-Corruption Activities and Conflict of Interest Management of the Management Report.
All our employees (100%) receive mandatory training on corruption prevention and anti-corruption conduct using the measures
approved within the Group. Our general corruption prevention training includes the analysis of practical situations and examples
that help identify corruption risks and conduct that may raise concerns regarding transparency.
The Group has approved internal documents governing the conduct of internal investigations, appointed persons responsible for
investigations, and ensured their independence and impartiality. Investigation results and aggregated statistics are periodically
reported to management and collegial bodies.
G1-4 Confirmed incidents of corruption or bribery
G1-5 Lobbying activities
We do not engage in lobbying activities.
G1-6 Payment practices
We apply the following standard payment terms, calculated from the date of receipt of the invoice:
• 30 calendar days payment term – 37.5% of invoices were paid under this term in 2025 (2024: 47.2%);
• 60 calendar days payment term – 34.9% of invoices were paid under this term in 2025 (2024: 30.9%).
2025
2024
2023
Identified incidents of corruption
0
0
0
Disciplinary measures imposed and employees dismissed due to
identified corruption incidents
0
0
0
Legal cases brought against Group companies or employees
related to corruption
0
0
0
Identified corruption incidents resulting in contracts with business
partners not being concluded or not being renewed
0
0
0
Methodology for calculating the number of corruption and bribery incidents
Data on potential cases of corruption or bribery are collected and recorded in the Group’s compliance management system. This system includes reports
received through the Trust line, information from internal investigations, and information obtained from external institutions (e.g. law enforcement or
supervisory authorities) conducting investigations. All received reports are examined in accordance with the procedures set out in the Group’s internal
regulations.
Only cases that are substantiated and confirmed upon completion of the investigation are included in the reported metrics. Reports in which corruption or
bribery is not confirmed during the investigation are not included in the statistical data.
The Group complies with the payment terms set out in contracts with business partners and apply the principle of non-
discrimination; therefore, small and medium-sized enterprises are subject to the same payment conditions as large
companies.
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The remaining invoices were paid in less than 30 calendar days (19.6% in 2025; 16.2% in 2024) or more than 60 calendar days
(8.0% in 2025; 5.66% in 2024).
The average invoice payment time in 2025 was 36.6 calendar days (2024: 41.8 calendar days). This metric is calculated based
on payments actually made during the reporting year, including invoices from previous periods paid during the reporting period,
and excluding payments made under petty cash vouchers.
Group has no legal disputes regarding late payments.
8.6. Annexes
BP-2 16. Information incorporated by reference
ESRS disclosure
Reference to:
Share of independent members of the Board (GOV-1, 21(e)
and (d)
Management Report section “5.2.2. EPSO-G Board and
Committees”. “Information on the composition of the
company’s collegial bodies by gender (GOV-1 21 e) and d))”
Activities in the fossil fuel sector SMB-1 40 d(i)
Financial statements, Note 31
Risk management in sustainability reporting (GOV-5, 2.36(b))
Management Report section “5.4. Risk Management
Framework”
ESRS IRO-2 Index of disclosure requirements complied with in preparing the report
ESRS 2 General Disclosures
Disclosure requirements
Page
1. Basis for preparation
BP-1
General basis for preparation of sustainability statements
101
BP-2
Disclosures in relation to specific circumstances
101
2. Governance
GOV-1
The role of the administrative, management and supervisory bodies
102
GOV-2
Information provided to and sustainability matters addressed by the undertaking’s
administrative, management and supervisory bodies
103
GOV-3
Integration of sustainability-related performance in incentive schemes
104
GOV-4
Statement on due diligence
104
GOV-5
Risk management and internal controls over sustainability reporting
104
3. Strategy
SBM-1
Strategy, business model and value chain
104
SBM-2
Interests and views of stakeholders
108
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
117
4. Impact, risk and opportunity management
4.1 Disclosures on the materiality assessment process
IRO-1
Description of the process to identify and assess material impacts, risks and
pportunities"
114
IRO-2
Disclosure Requirements in ESRS covered by the undertaking’s sustainability
statement
122
4.2 Minimum disclosure requirement on policies and actions
Policies MDR-P
Policies adopted to manage material sustainability matters
122
Actions MDR-A
Actions and resources in relation to material sustainability matters
122
5. Metrics and targets
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Metrics MDR-M
Metrics in relation to material sustainability matters
122
Targets MDR-T
Tracking effectiveness of policies and actions through targets
122
Environmental topics
ESRS E1 Climate Change
Governance
E1 ESRS 2 GOV-3
Integration of sustainability-related performance in incentive schemes
104
Strategy
E1-1
Transition plan for climate change mitigation
145
E1 ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
114
Impact, risk and opportunity management
E1 ESRS 2 IRO-1
Description of the processes to identify and assess material climate-related
impacts, risks and opportunities
114
E1-2
Policies related to climate change mitigation and adaptation
149
E1-3
Actions and resources in relation to climate change policies
150
Metrics and targets
E1-4
Targets related to climate change mitigation and adaptation
150
E1-5
Energy consumption and mix
151
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
153
E1-7
GHG removals and GHG mitigation projects financed through carbon credits
156
E1-8
Internal carbon pricing
157
E1-9
Anticipated financial effects from material physical and transition risks and potential
climate-related opportunities
157
ESRS E2 Pollution
Impact, risk and opportunity management
E2 ESRS 2 IRO-1
Description of the processes to identify and assess material pollution-related
impacts, risks and opportunities
114
E2-1
Policies related to pollution
157
E2-2
Actions and resources related to pollution
157
Metrics and targets
E2-3
Targets related to pollution
157
E2-4
Pollution of air, water and soil
158
E2-5
Substances of concern and substances of very high concern
Not material
E2-6
Anticipated financial effects from pollution-related impacts, risks and opportunities
158
ESRS E4 Biodiversity and ecosystems
Strategy
E4-1
Transition plan and consideration of biodiversity and ecosystems in strategy and
business model
159
E4 ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
114
Impact, risk and opportunity management
E4 ESRS 2 IRO-1
Description of processes to identify and assess material biodiversity and
ecosystem-related impacts, risks and opportunities
114
E4-2
Policies related to biodiversity and ecosystems
159
E4-3
Actions and resources related to biodiversity and ecosystems
159
Metrics and targets
E4-4
Targets related to biodiversity and ecosystems
160
E4-5
Impact metrics related to biodiversity and ecosystems change
161
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E4-6
Anticipated financial effects from biodiversity and ecosystem-related risks and
opportunities
161
ESRS E5 Resource use and circular economy
Impact, risk and opportunity management
E5 ESRS 2 IRO-1
Description of the processes to identify and assess material resource use and
circular economy-related impacts, risks and opportunities
114
E5-1
Policies related to resource use and the circular economy
162
E5-2
Actions and resources related to resource use and circular economy
162
Metrics and targets
E5-3
Targets related to resource use and circular economy
163
E5-4
Resource inflows
163
E5-5
Resource outflows
165
E5-6
Anticipated financial effects from resource use and circular economy-related
impacts, risks and opportunities
166
Social topics
ESRS S1 Own workforce
Strategy
S1 ESRS 2 SBM-2
Interests and views of stakeholders
108
S1 ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
114
Impact, risk and opportunity management
S1-1
Policies related to own workforce
167
S1-2
Processes for engaging with own workers and workers’ representatives about
impacts
168
S1-3
Processes to remediate negative impacts and channels for own workers to raise
concerns
168
S1-4
Taking action on material impacts on own workforce, and approaches to mitigating
material risks and pursuing material opportunities related to own workforce, and
effectiveness of those actions
169
Metrics and targets
S1-5
Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
170
S1-6
Characteristics of the undertaking’s employees
171
S1-7
Characteristics of non-employee workers in the undertaking’s own workforce
172
S1-8
Collective bargaining coverage and social dialogue
172
S1-9
Diversity metrics
172
S1-10
Adequate wages
173
S1-11
Social protection
173
S1-12
Persons with disabilities
173
S1-13
Training and skills development metrics
173
S1-14
Health and safety metrics
177
S1-15
Work-life balance metrics
174
S1-16
Compensation metrics (pay gap and total compensation)
174
S1-17
Incidents, complaints and severe human rights impacts
174
ESRS S3 Affected communities
Strategy
S3 ESRS 2 SBM-2
Interests and views of stakeholders
108
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S3 ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
114
Impact, risk and opportunity management
S3-1
Policies related to affected communities
178
S3-2
Processes for engaging with affected communities about impacts
178
S3-3
Processes to remediate negative impacts and channels for affected communities to
raise concerns
179
S3-4
Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected
communities, and effectiveness of those actions
179
Metrics and targets
S3-5
Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
180
ESRS S4 Consumers and end-users
Strategy
S4 ESRS 2 SBM-2
Interests and views of stakeholders
108
S4 ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
114
Impact, risk and opportunity management
S4-1
Policies related to consumers and end-users
181
S4-2
Processes for engaging with consumers and end-users about impacts
181
S4-3
Processes to remediate negative impacts and channels for consumers and end-
users to raise concerns
181
S4-4
Taking action on material impacts on consumers and end-users, and approaches to
managing material risks and pursuing material opportunities related to consumers
and end-users, and effectiveness of those actions
182
Metrics and targets
S4-5
Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
182
Governance topics
ESRS G1 Business Conduct
Governance
G1 ESRS 2 GOV-1
The role of the administrative, supervisory and management bodies
102
Impact, risk and opportunity management
G1 ESRS 2 IRO-1
Description of the process to identify and assess material impacts, risks and
pportunities"
114
G1-1
Business conduct policies and corporate culture
182
G1-2
Management of relationships with suppliers
183
G1-3
Prevention and detection of corruption and bribery
186
Metrics and targets
G1-4
Confirmed incidents of corruption or bribery
186
G1-5
Political influence and lobbying activities
186
G1-6
Payment practices
186
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List of data points from horizontal and topical standards required under other EU legislation
Disclosure requirement
and related data point
SFDR
1
reference
Pillar 3
2
reference
Benchmark
Regulation
3
reference
EU
Climate Law
4
reference
Page
ESRS 2 GOV-1
Board's gender diversity
paragraph 21 (d)
Indicator
number 13 of
Table #1 of
Annex 1
Commission Delegated
Regulation (EU)
2020/1816
5
, Annex II
102
ESRS 2 GOV-1
Percentage of board members
who are independent
paragraph 21 (e)
Delegated Regulation (EU)
2020/1816, Annex II
102
ESRS 2 GOV-4
Statement on due diligence
paragraph 30
Indicator
number 10
Table #3 of
Annex 1
104
ESRS 2 SBM-1
Involvement in activities
related to fossil fuel activities
paragraph 40 (d) i
Indicators
number 4
Table #1 of
Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
6
Table
1: Qualitative
information on
Environmental risk
and Table 2:
Qualitative
information on
Social risk
Delegated Regulation (EU)
2020/1816, Annex II
104
ESRS 2 SBM-1
Involvement in activities
related to chemical production
paragraph 40 (d) ii
Indicator
number 9
Table #2 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1
Involvement in activities
related to controversial
weapons paragraph 40 (d) iii
Indicator
number 14
Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1818
7
, Article 12(1)
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1
Involvement in activities
related to cultivation and
production of tobacco
paragraph 40 (d) iv
Delegated Regulation (EU)
2020/1818, Article 12(1)
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS E1-1
Transition plan to reach
climate neutrality by 2050
paragraph 14
Regulation (EU)
2021/1119,
Article 2(1)
145
ESRS E1-1
Undertakings excluded from
Paris-aligned Benchmarks
paragraph 16 (g)
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 1:
Banking book-
Climate Change
transition risk:
Credit quality of
Delegated Regulation (EU)
2020/1818, Article12.1 (d)
to (g), and Article 12.2
145
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exposures by
sector, emissions
and residual
maturity
ESRS E1-4
GHG emission reduction
targets
paragraph 34
Indicator
number 4
Table #2 of
Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 3:
Banking book –
Climate Change
transition risk:
alignment metrics
Delegated Regulation (EU)
2020/1818, Article 6
150
ESRS E1-5
Energy consumption from
fossil sources disaggregated
by sources (only high climate
impact sectors) paragraph 38
Indicator
number 5
Table #1 and
Indicator n. 5
Table #2 of
Annex 1
151
ESRS E1-5 Energy
consumption and mix
paragraph 37
Indicator
number 5
Table #1 of
Annex 1
151
ESRS E1-5
Energy intensity associated
with activities in high climate
impact sectors paragraphs 40
to 43
Indicator
number 6
Table #1 of
Annex 1
151
ESRS E1-6
Gross Scope 1, 2, 3 and Total
GHG emissions paragraph 44
Indicators
number 1 and
2 Table #1 of
Annex 1
Article 449a;
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 1:
Banking book –
Climate Change
transition risk:
Credit quality of
exposures by
sector, emissions
and residual
maturity
Delegated Regulation (EU)
2020/1818, Article 5(1), 6
and 8(1)
153
ESRS E1-6
Gross GHG emissions
intensity paragraphs 53 to 55
Indicators
number 3
Table #1 of
Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 3:
Banking book –
Climate Change
transition risk:
alignment metrics
Delegated Regulation (EU)
2020/1818, Article 8(1)
153
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ESRS E1-7
GHG removals and carbon
credits paragraph 56
Regulation (EU)
2021/1119,
Article 2(1)
156
ESRS E1-9
Exposure of the benchmark
portfolio to climate-related
physical risks paragraph 66
Delegated Regulation (EU)
2020/1818, Annex II
Delegated Regulation (EU)
2020/1816, Annex II
Phased-in
disclosure
requirement
.
ESRS E1-9
Disaggregation of monetary
amounts by acute and chronic
physical risk paragraph 66 (a)
ESRS E1-9
Location of significant assets
at material physical risk
paragraph 66 (c).
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
paragraphs 46
and 47; Template
5: Banking book -
Climate change
physical risk:
Exposures subject
to physical risk.
Phased-in
disclosure
requirement
.
ESRS E1-9 Breakdown of the
carrying value of its real
estate assets by energy-
efficiency classes paragraph
67 (c).
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
paragraph
34;Template 2:
Banking book -
Climate Change
transition risk:
Loans
collateralised by
immovable
property - Energy
efficiency of the
collateral
Phased-in
disclosure
requirement
ESRS E1-9
Degree of exposure of the
portfolio to climate- related
opportunities paragraph 69
Delegated Regulation (EU)
2020/1818, Annex II
Phased-in
disclosure
requirement
ESRS E2-4
Amount of each pollutant
listed in Annex II of the E-
PRTR Regulation (European
Pollutant Release and
Transfer Register) emitted to
air, water and soil, paragraph
28
Indicator
number 8
Table #1 of
Annex 1
Indicator
number 2
Table #2 of
Annex 1
Indicator
number 1
Table #2 of
Annex 1
Indicator
number 3
Table #2 of
Annex 1
158
ESRS E3-1
Indicator
number 7
Not material
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Water and marine resources
paragraph 9
Table #2 of
Annex 1
ESRS E3-1
Dedicated policy paragraph
13
Indicator
number 8
Table 2 of
Annex 1
Not material
ESRS E3-1
Sustainable oceans and seas
paragraph 14
Indicator
number 12
Table #2 of
Annex 1
Not material
ESRS E3-4
Total water recycled and
reused paragraph 28 (c)
Indicator
number 6.2
Table #2 of
Annex 1
Not material
ESRS E3-4
Total water consumption in
m3 per net revenue on own
operations paragraph 29
Indicator
number 6.1
Table #2 of
Annex 1
Not material
ESRS 2 SBM-3 - E4
paragraph 16 (a) i
Indicator
number 7
Table #1 of
Annex 1
159
ESRS 2 SBM-3 - E4
paragraph 16 (b)
Indicator
number 10
Table #2 of
Annex 1
159
ESRS 2 SBM-3 - E4
paragraph 16 (c)
Indicator
number 14
Table #2 of
Annex 1
159
ESRS E4-2
Sustainable land / agriculture
practices or policies paragraph
24 (b)
Indicator
number 11
Table #2 of
Annex 1
Not material
ESRS E4-2
Sustainable oceans / seas
practices or policies paragraph
24 (c)
Indicator
number 12
Table #2 of
Annex 1
Not material
ESRS E4-2
Policies to address
deforestation paragraph 24
(d)
Indicator
number 15
Table #2 of
Annex 1
159
ESRS E5-5
Non-recycled waste
paragraph 37 (d)
Indicator
number 13
Table #2 of
Annex 1
165
ESRS E5-5
Hazardous waste and
radioactive waste paragraph
39
Indicator
number 9
Table #1 of
Annex 1
165
ESRS 2- SBM3 - S1
Risk of incidents of forced
labour paragraph 14 (f)
Indicator
number 13
Table #3 of
Annex I
167
ESRS 2- SBM3 - S1
Risk of incidents of child
labour paragraph 14 (g)
Indicator
number 12
Table #3 of
Annex I
167
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ESRS S1-1
Human rights policy
commitments paragraph 20
Indicator
number 9
Table #3 and
Indicator
number 11
Table #1 of
Annex I
167
ESRS S1-1
Due diligence policies on
issues addressed by the
fundamental International
Labor Organisation
Conventions 1 to 8, paragraph
21
Delegated Regulation (EU)
2020/1816, Annex II
167
ESRS S1-1
processes and measures for
preventing trafficking in
human beings paragraph 22
Indicator
number 11
Table #3 of
Annex I
167
ESRS S1-1
workplace accident prevention
policy or management system
paragraph 23
Indicator
number 1
Table #3 of
Annex I
167
ESRS S1-3
grievance/complaints handling
mechanisms paragraph 32 (c)
Indicator
number 5
Table #3 of
Annex I
168
ESRS S1-14
Number of fatalities and
number and rate of work-
related accidents paragraph
88 (b) and (c)
Indicator
number 2
Table #3 of
Annex I
Delegated Regulation (EU)
2020/1816, Annex II
177
ESRS S1-14
Number of days lost to
injuries, accidents, fatalities or
illness paragraph 88 (e)
Indicator
number 3
Table #3 of
Annex I
177
ESRS S1-16
Unadjusted gender pay gap
paragraph 97 (a)
Indicator
number 12
Table #1 of
Annex I
Delegated Regulation (EU)
2020/1816, Annex II
174
ESRS S1-16
Excessive CEO pay ratio
paragraph 97 (b)
Indicator
number 8
Table #3 of
Annex I
174
ESRS S1-17
Incidents of discrimination
paragraph 103 (a)
Indicator
number 7
Table #3 of
Annex I
174
ESRS S1-17 Non-respect of
UNGPs on Business and
Human Rights and OECD
paragraph 104 (a)
Indicator
number 10
Table #1 and
Indicator n.
14 Table #3
of Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818 Art 12 (1)
174
ESRS 2- SBM3 – S2
Significant risk of child labour
or forced labour in the value
chain paragraph 11 (b)
Indicators
number 12
and n. 13
Table #3 of
Annex I
Not material
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ESRS S2-1
Human rights policy
commitments paragraph 17
Indicator
number 9
Table #3 and
Indicator
number 11
Table #1 of
Annex I
Not material
ESRS S2-1 Policies related to
value chain workers
paragraph 18
Indicator
number 11
and n. 4 Table
#3 of Annex
1
Not material
ESRS S2-1 Non-respect of
UNGPs on Business and
Human Rights principles and
OECD guidelines paragraph
19
Indicator
number 10
Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818 Art 12 (1)
Not material
ESRS S2-1
Due diligence policies on
issues addressed by the
fundamental International
Labor Organisation
Conventions 1 to 8, paragraph
19
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS S2-4
Human rights issues and
incidents connected to its
upstream and downstream
value chain paragraph 36
Indicator
number 14
Table #3 of
Annex 1
Not material
ESRS S3-1
Human rights policy
commitments paragraph 16
Indicator
number 9
Table #3 of
Annex 1 and
Indicator
number 11
Table #1 of
Annex 1
178
ESRS S3-1
non-respect of UNGPs on
Business and Human Rights,
ILO principles or and OECD
guidelines paragraph 17
Indicator
number 10
Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818 Art 12 (1)
178
ESRS S3-4
Human rights issues and
incidents paragraph 36
Indicator
number 14
Table #3 of
Annex 1
179
ESRS S4-1 Policies related to
consumers and end-users
paragraph 16
Indicator
number 9
Table #3 and
Indicator
number 11
Table #1 of
Annex I
181
ESRS S4-1
Non-respect of UNGPs on
Business and Human Rights
and OECD guidelines
paragraph 17
Indicator
number 10
Table #1 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818 Art 12 (1)
181
ESRS S4-4
Indicator
number 14
182
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Human rights issues and
incidents paragraph 35
Table #3 of
Annex 1
ESRS G1-1
United Nations Convention
against Corruption paragraph
10 (b)
Indicator
number 15
Table #3 of
Annex 1
182
ESRS G1-1
Protection of whistle- blowers
paragraph 10 (d)
Indicator
number 6
Table #3 of
Annex 1
182
ESRS G1-4
Fines for violation of anti-
corruption and anti-bribery
laws paragraph 24 (a)
Indicator
number 17
Table #3 of
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II)
186
ESRS G1-4
Standards of anti- corruption
and anti- bribery paragraph
24 (b)
Indicator
number 16
Table #3 of
Annex 1
186
ESRS 2 GOV-4 Statement on sustainability due diligence
Main elements of due diligence
Sections of the Sustainability Report
Information related to people and/or the
environment
a) Integration of due diligence into governance,
strategy and the business model
ESRS 2 GOV-1, p. 102
ESRS 2 GOV-2, p. 103
ESRS 2 GOV-3, p. 104
ESRS 2 SBM-3, p. 117
People and the environment
ESRS 2 SBM-3-E1, p. 146
Environment
ESRS 2 SBM-3-E2, p. 158
ESRS 2 SBM-3-E3, p. 160
ESRS 2 SBM-3-E5, p. 163
ESRS 2 SBM-3-S1, p. 168
People
ESRS 2 SBM-3-S3, p. 178
ESRS 2 SBM-3-S4, p. 181
ESRS 2 SBM-3-G1, p. 183
People and the environment
b) Engagement of affected stakeholders across all
key stages of due diligence
ESRS 2 GOV-2, p. 103
ESRS 2 SBM-2, p. 108
ESRS 2 IRO-1, p. 114
People and the environment
S1-2, p. 168
S3-2, p. 178
S4-2, p. 181
People
c) Identification and assessment of negative
impacts
ESRS 2 IRO-1, p. 114
ESRS 2 SBM-3, p. 117
People and the environment
E1-1, p. 145
E2-2 and E2-3, p. 157
E4-3, p. 159
E5-1, p. 162
Environment
S1-3, p. 168
S3-3, p. 179
S4-3, p. 181
People
d) Implementation of actions to address negative
impacts
E1-1, p. 145
E2-2 and E2-3, p. 157
Environment
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E4-3, p. 159
E5-2, p. 162
S1-4, p. 169
S3-4, p. 179
S4-5, p. 182
People
e) Monitoring and communication of the
effectiveness of these efforts
E1-4, p. 150
E2-2 and E2-3, p. 157
E4-4, p. 160
E5-3, p. 163
Environment
S1-5, p. 170
S3-5, p. 180
S4-5, p. 182
People
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09
Additional information
9.1. Information on compliance with transparency guidelines
9.2. EPSO-G announcement on compliance with the Corporate
Governance Code for companies listed on NASDAQ Vilnius
9.3. Details and other general information about UAB EPSO-G
9.4. Details of EPSO-G group companies
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9. Additional information
9.1. Information on compliance with transparency guidelines
EPSO-G and its subsidiaries comply with Government Resolution No. 1052 of 14 July 2010 on the Approval of the Guidelines for
Ensuring the Transparency of State-Owned Enterprises (hereinafter referred to as the Transparency Guidelines). The Transparency
Guidelines are mandatory because EPSO-G is a state-owned enterprise (hereinafter referred to as SOE).
In order to ensure compliance with the Transparency Guidelines within the EPSO-G group of companies, a transparency and
communication policy was approved at the group level, which takes into account in detail the requirements set out in the
Transparency Guidelines and establishes their application to the companies of the EPSO-G group.
The implementation of the Transparency Guidelines is essentially ensured through the information disclosed in the integrated
annual report and the disclosure of information on the websites of the EPSO-G management company and Group companies,
disclosing and presenting information in a format that is accessible and understandable to stakeholders.
The transparency guidelines state that SOEs follow the provisions of the Nasdaq Vilnius Listed Companies' Corporate Governance
Code relating to public disclosure of information. Information on how EPSO-G complies with the provisions of this code is disclosed
in Appendix IV to the EPSO-G integrated annual report, EPSO-G's report on compliance with the Nasdaq Vilnius Listed Companies
Governance Code.
Below is structured information on the implementation of the Transparency Guidelines
The following information must be published on the EPSO-G website and other requirements must be met
Company name, code and register in which data about the Company
is collected and stored, registered office (address)
Implemented
Legal status if EPSO-G is being restructured, reorganised (specifying
the method of reorganisation), liquidated, is bankrupt or has gone
bankrupt
Not applicable
Information about the institution representing the state, i.e. the
Ministry of Energy of the Republic of Lithuania, and a link to its
website
In progress
Objectives, vision and mission
In progress
Structure
In progress
Manager details*
Implemented
Details of the chairperson and members of the board*
Implemented
Details of the chairperson and members of the supervisory board*
Not applicable
Names of committees, details of their chairpersons and members*
In progress
*The following details are published: first name, surname, date of commencement of current duties, other management positions held in
other legal entities, education, qualifications, professional experience; it is indicated whether the member of the collegial body is elected or
appointed as an independent member.
Total nominal value of shares owned by the state (in euros, rounded
to the nearest euro cent) and share (in per cent) in the authorised
capital of EPSO-G
Implemented
Special obligations are performed in accordance with the
recommendations approved by the Minister of Economy and
Innovation of the Republic of Lithuania: the purpose of the special
obligations is indicated, the state budget appropriations allocated for
their implementation in the current calendar year and the legal acts
entrusting the SOE with the implementation of the special obligation,
the conditions for the implementation of the special obligation and/or
the regulation of pricing are established
Implemented
Information on social responsibility initiatives and measures,
important ongoing or planned investment projects
Implemented
If EPSO-G is a participant in other legal entities (not applicable to
subsidiaries and sub-subsidiaries), the name, code and register of
such legal entities where data about the Company is collected and
stored, registered office (address), website addresses
In progress
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1
If the information is considered to be a commercial (production) secret or confidential information of the SOE, the SOE may not disclose such information, but the
SOE management report must indicate that this information is not disclosed and state the reason for non-disclosure.
The annual financial statements, the management report and the
auditor's report on the annual financial statements must be
published on the EPSO-G website within 10 working days of the
approval of the annual financial statements.
In progress
EPSO-G interim financial statements and EPSO-G interim reports
must be published on the website no later than two months after the
end of the reporting period.
In progress
Given that EPSO-G is a parent company, the following information must also be published on the website:
Group structure
In progress
Subsidiaries and sub-subsidiaries:
Company name, code and register in which data about the company
is collected and stored, registered office (address)
Performed
Website addresses
In progress
EPSO-G's share (in percent) in the authorised capital of companies
Performed
Annual consolidated financial statements and consolidated
management reports
In progress
The following documents must be published on the website, and other requirements must be met:
EPSO-G Articles of Association
In progress
Letter from the Ministry of Energy of the Republic of Lithuania on the
setting of state objectives and expectations for EPSO-G
In progress
Business strategy or a summary thereof in cases where the business
strategy contains confidential information or information that is
considered a commercial (production) secret
In progress
Remuneration policy covering the remuneration of the head of EPSO-
G and the remuneration of members of collegial bodies and
committees established by EPSO-G
Implemented
EPSO-G annual and interim reports
Implemented
Annual and interim financial statements for a period of at least five
years and the auditor's conclusions on the annual financial statements
In progress
The above documents are published in PDF format and technical
facilities are provided for printing them.
In progress
The following requirements must be published/implemented in the financial statements and reports:
EPSO-G keeps its accounts in such a way as to ensure that the
financial statements are prepared in accordance with international
accounting standards.
In progress
EPSO-G prepares a set of interim financial statements every six
months.
In progress
In addition to the annual report, EPSO-G prepares a six-month
interim report.
In progress
In addition to the content requirements set out in the Law on Financial Reporting of Companies of the Republic of Lithuania, the integrated
annual report of EPSO-G must also include the following information
1
:
Brief description of the business model
Implemented
Information about significant events that occurred during and after
the financial year (until the preparation of the annual report) and had
a material impact on EPSO-G's activities.
In progress
Results of the implementation of the objectives set out in the
business strategy
In progress
Profitability, liquidity, asset turnover and debt ratios
In progress
Fulfilment of special obligations
In progress
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9.2. EPSO-G report on compliance with the Corporate Governance Code for companies listed on
NASDAQ Vilnius
In accordance with the Transparency Guidelines and the EPSO-G Group's transparency and communication policy, EPSO-G
discloses in this report its compliance with the provisions of the Nasdaq Vilnius-approved Corporate Governance Code for listed
companies. If this code or some of its provisions are not complied with, it is indicated which specific provisions are not complied
with and for what reasons.
Implementation of the recommendations of the Nasdaq Vilnius Corporate Governance Code EPSO-G is essentially ensured
through the information disclosed in the management report and the disclosure of extensive information on the EPSO-G website
in order to provide information to stakeholders in an accessible and understandable format.
Free-form summary of the company's governance report
The state-owned company EPSO-G is the parent company of the EPSO-G group. The rights and obligations of the shareholder of
the management company EPSO-G are exercised by the Ministry of Energy of the Republic of Lithuania. The company's
management structure and governance model are established by the company's articles of association, the corporate governance
guidelines for the EPSO-G group of companies approved by the sole shareholder, the Ministry of Energy, on 24 April 2018 (new
version approved on 29 December 2022) and the corporate governance policy of the EPSO-G group of companies. All of the
above documents are published on the company's website.
Implementation of investment policy, ongoing and planned
investment projects and investments during the reporting year
In progress**
** Investments, ongoing and planned projects, investments during the reporting year are presented in sections 3.4, 3.5 and 4.2.8 of the
integrated annual report.
Implementation of risk management policy
Implemented
Implementation of the dividend policy
In progress
Implementation of remuneration policy
In progress
Total annual remuneration fund, average monthly remuneration by
position and/or department
Implemented
SOEs that are not required to prepare social responsibility reports
are recommended to include information related to environmental,
social and personnel issues, human rights, and the fight against
corruption and bribery in their annual reports.
Implemented
The integrated annual report shall include the structure of the group
of companies, as well as the name of each subsidiary, code and
register in which data about the Company is collected and stored,
registered office (address), share of shares held (in percent) in the
authorised capital of the subsidiary, financial and non-financial
results for the financial year.
The
The EPSO-G interim reports provide a brief description of the EPSO-
G business model, an analysis of the financial results for the
reporting period, information on significant events that occurred
during the reporting period, as well as profitability, liquidity, asset
turnover, debt ratios and their changes compared to the
corresponding period of the previous year
In progress
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Figure 1. Schematic diagram of the implementation of EPSO-G corporate governance.
Company management structure:
• general meeting of shareholders;
• Board of Directors (5 members, 3 of whom are independent, the other 2 members are nominated by the sole shareholder, the
Ministry of Energy);
• Group-level committees:
o remuneration and appointment committee (the majority of members are independent);
o audit committee (majority of members are independent);
• CEO.
The Group has a centralised internal audit function. To ensure the independence of the internal audit function, the head of internal
audit is appointed and dismissed by the management company's board, which is composed of a majority of independent members.
Internal audit reports to the EPSO-G audit committee, which also consists of a majority of independent members. The company's
board of directors analyses the internal audit recommendations and approves an action plan for their implementation.
Based on the EPSO-G Group's risk management policy, a unified risk management system is being implemented across the Group
in accordance with the COSO ERM standards applied in international practice, which define the principles and responsibilities for
risk identification, assessment and management. Risk management is coordinated at the Group level.
To ensure good governance practices, the EPSO-G Group has approved operational policies. They are designed to implement a
consistent and effective organisational management system that helps employees successfully implement important strategic
projects and transparently and effectively create benefits for the country's people and businesses.
In implementing the objectives set out in the shareholder's letter of expectations, EPSO-G's management company has
established basic principles and, in certain cases, specific rules (operating policies), which are presented in section 5.1.1 of this
report.
EPSO-G relies on good governance practices set out in the recommendations for good governance published by the Organisation
for Economic Co-operation and Development (OECD), the recommendations of the United Nations and Nasdaq Vilnius, other
internationally recognised standards and good governance recommendations, the main purpose of which is to ensure that state-
owned companies are managed transparently and efficiently.
Performance of functions in
accordance with the
provisions of the relevant
committees and structural
units
Exercise of shareholder
rights
Group companies
Other shareholders
REPUBLIC OF
LITHUANIA
(via EM)
CORPORATE
GOVERNANCE
PRINCIPLES AND
DOCUMENTS
EPSO-G
Guidance for
conducting activities
Establishment of
principles and
approval of
documents
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2. Structured table
Principles and recommendations
Yes / No / Not
applicable
Comment
Principle 1: General meeting of shareholders, impartial treatment of shareholders and shareholder rights
The company's governance system should ensure impartial treatment of all shareholders. The company's governance system should protect
shareholders' rights.
All shareholders should have equal opportunities to access
the information and/or documents provided for in the
legislation and to participate in decisions important to the
company.
YES
The company has a single shareholder.
It is recommended that the company's capital consist only of
shares that grant their holders equal voting, ownership,
dividend and other rights.
YES
All of the company's shares are ordinary registered
shares with a nominal value of EUR 0.29 per share.
It is recommended that investors be given the opportunity to
familiarise themselves with the rights conferred by new or
already issued shares in advance, i.e. before purchasing the
shares.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
For particularly important exceptional transactions, such as
the transfer of all or almost all of the company's assets, which
would essentially mean the transfer of the company, the
approval of the general meeting of shareholders should be
obtained.
YES
Article 28 of the company's articles of association
specifies the cases in which the approval of the sole
shareholder is required – these cases are determined
taking into account the fact that the company's main
assets are shares in subsidiaries.
The procedures for organising and participating in the general
meeting of shareholders should provide equal opportunities
for shareholders to participate in the general meeting and
should not violate the rights and interests of shareholders.
The place, date and time chosen for the general meeting of
shareholders should not prevent active participation by
shareholders in the general meeting of shareholders. In the
notice convening the general meeting of shareholders, the
company should indicate the last day on which proposed draft
resolutions may be submitted.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
In order to ensure the right of shareholders living abroad to
access information, it is recommended, where possible, to
publish the documents prepared for the general meeting of
shareholders in advance not only in Lithuanian, but also in
English and/or other foreign languages. It is also
recommended that the minutes of the general meeting of
shareholders after their signing and/or the decisions adopted
be published 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 could harm the company or reveal the company's
trade secrets.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
Shareholders with voting rights should be given the
opportunity to vote at the shareholders' meeting in person or
in absentia. Shareholders should not be prevented from
voting in advance in writing by completing a general voting
ballot.
YES
A shareholder may vote in writing.
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In order to increase shareholders' opportunities to participate
in general meetings, companies are recommended to make
wider use of modern technologies and thus enable
shareholders to participate and vote in general meetings
using electronic means of communication. In such cases, the
security of the information transmitted must be ensured and
the identity of the participant and voter must be verifiable.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
The notice of the draft resolutions of the general meeting of shareholders recommends disclosing the new candidates for the collegial body,
their proposed remuneration, and the proposed audit firm, if these issues are included in the agenda of the general meeting of shareholders.
When a new member of a collegial body is proposed for election, it is recommended to provide information about their education, work
experience and other managerial positions held (or proposed to be held).
Members of the company's collegial body, senior
management
2
or other competent persons associated with the
company who are able to provide information related to the
agenda of the general meeting of shareholders should attend
the general meeting of shareholders. Proposed candidates for
membership of the collegiate body should also attend the
general meeting of shareholders if the election of new
members is included in the agenda of the general meeting of
shareholders.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
Principle 2: Supervisory Board
1. Functions and responsibilities of the supervisory board
The company's supervisory board should ensure that the interests of the company and its shareholders are represented, that this body is
accountable to the shareholders and that it supervises the company's activities and its management bodies in an objective and impartial
manner, as well as providing ongoing recommendations to the company's management bodies. The supervisory board should ensure the
integrity and transparency of the company's financial accounting and control system.
1) Members of the supervisory board should act
honestly, diligently and responsibly in the interests
of the company and its shareholders and represent
their interests, taking into account the interests of
employees and the welfare of society.
NOT APPLICABLE
The company does not have a supervisory board.
2) When the decisions of the supervisory board may
affect the interests of the company's shareholders
differently, the supervisory board should treat all
shareholders impartially. It should ensure that
shareholders are properly informed about the
company's strategy, risk management and control,
and the resolution of conflicts of interest.
NOT APPLICABLE
The company does not have a supervisory board.
3) The supervisory board should be impartial when
making decisions that are important for the
company's activities and strategy. The work and
decisions of the members of the supervisory board
should not be influenced by the persons who
elected them.
NOT APPLICABLE
The company does not have a supervisory board.
4) Members of the supervisory board should clearly
express their disagreement if they believe that a
decision of the supervisory board may harm the
company. Independent members of the supervisory
board of3 should: a) remain independent in their
analysis and decision-making; b) not seek or accept
any unjustified benefits that could raise doubts
about the independence of the members of the
supervisory board.
NOT APPLICABLE
The company does not have a supervisory board.
5) The supervisory board should ensure that the company's tax planning strategies are developed and implemented in accordance
with the law in order to avoid malpractice that is not in the long-term interests of the company and its shareholders and that may
give rise to reputational, legal or other risks.
2
For the purposes of this Code, senior management refers to those employees of the company who hold the highest management positions.
3
For the purposes of this Code, the criteria for the independence of supervisory board members are understood as defined in Article 31(7) and (8) of the Law on Joint
Stock Companies of the Republic of Lithuania as criteria for unrelated persons.
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6) The company should ensure that the supervisory
board is provided with sufficient resources
(including financial resources) necessary to perform
its duties, including the right to obtain all necessary
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
The company does not have a supervisory board.
2. Formation of the supervisory board
The procedure for forming the supervisory board should ensure the proper resolution of conflicts of interest and the effective and honest
management of the company.
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, as well
as 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 diverse range of knowledge,
opinions and experience to perform their tasks
properly.
NOT APPLICABLE
The company does not have a supervisory board.
2) Members of the supervisory board should be
appointed for a fixed term, with the possibility of
being individually re-elected for a new term in order
to ensure the necessary growth in professional
experience.
NOT APPLICABLE
The company does not have a supervisory board.
3) The chair of the supervisory board should be a
person whose current or former positions would not
prevent them from acting impartially. A former head
of the company or member of the board should not
be immediately appointed to the position of chair of
the supervisory board. When a company decides
not to follow these recommendations, information
should be provided on the measures taken to
ensure impartiality.
NOT APPLICABLE
The company does not have a supervisory board.
4) Each member should devote sufficient time and
attention to the duties of a supervisory board
member. Each member of the supervisory board
should undertake to limit their other professional
commitments (in particular, management positions
in other companies) so that they do not interfere
with the proper performance of their duties as a
member of the supervisory board. If a supervisory
board member has attended less than half of the
supervisory board meetings during the company's
financial year, the company's shareholders should
be informed of this.
NOT APPLICABLE
The company does not have a supervisory board.
5) When a member of the supervisory board is
proposed for appointment, it should be disclosed
which members of the supervisory board are
considered independent. The supervisory board
may decide that a particular member, although
meeting the criteria for independence, cannot be
considered independent due to special personal or
company-related circumstances.
NOT APPLICABLE
The company does not have a supervisory board.
6) The remuneration of supervisory board members for their activities and participation in supervisory board meetings should be
approved by the company's general meeting of shareholders.
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7) The supervisory board should conduct an annual
assessment of its performance. This should include
an assessment of the structure, organisation and
ability of the supervisory board to function as a
group, as well as an assessment of the competence
and performance of each member of the supervisory
board and an assessment of whether the
supervisory board has achieved its objectives. The
supervisory board should publish relevant
information on its internal structure and working
procedures at least once a year.
NOT APPLICABLE
The company does not have a supervisory board.
Principle 3: Management Board
3. Functions and responsibilities of the management board
The management board should ensure the implementation of the company's strategy and proper management of the company, taking into
account the interests of shareholders, employees and other interest groups.
1) The board should ensure the implementation of the
company's strategy, which is approved by the
supervisory board, if one is established. In cases
where no supervisory board is established, the
board is also responsible for approving the
company's strategy.
YES
Article 38 of the company's articles of association
states that the company's board of directors
approves the Group's business strategy, which,
among other things, formulates the overall mission
and vision of the Group of Companies. The board of
directors also regularly reviews reports on the
implementation of the strategy (Article 39 of the
articles of association).
2) The Board, as a collegial management body of the
company, performs the functions assigned to it by
the Law and the company's Articles of Association,
and in cases where the company does not have a
supervisory board, it also performs the supervisory
functions specified in the Law. In performing its
functions, the board should take into account the
needs of the company, shareholders, employees
and other interest groups, with a view to achieving
sustainable business development.
YES
Paragraph 43 of the company's articles of association
states that the company's board of directors
performs supervisory functions.
3) The board should ensure compliance with the law
and the company's internal policies applicable to
the company or the group of companies to which
the company belongs. It should also establish
appropriate risk management and control measures,
ensuring regular and direct accountability of
managers.
YES
Paragraph 38 of the Company's Articles of
Association stipulates that the Company's Board of
Directors shall consider and approve Group-wide
documents applicable at the Group level: policies,
guidelines for the most important activities of the
Group, as well as other Group-level documents
which are applied directly and in full by the
companies of the Group, except in cases where the
relevant management bodies of a specific company
of the Group have adopted justified decisions on
exceptions to the application of these corporate
documents. When approving the aforementioned
documents, the board may also establish measures
for their implementation.
The board also instructs the CEO, by separate
decisions, to provide regular reports on the indicators
to be monitored by the board (e.g. the company's
strategy, business plan, budget, etc.).
4) The board should also ensure that the company has measures in place that are included in the OECD's recommendations for good
practice
4
on internal control, ethics and compliance to ensure compliance with applicable laws, rules and standards.
4
Reference to the OECD Good Practice Recommendations on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf
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5) When appointing the company's CEO, the board
should consider the appropriate balance of
qualifications, experience and competence of the
candidate.
YES
Article 77 of the company's articles of association
stipulates that the company's CEO is appointed by
the board of directors, taking into account the
recommendations of the Remuneration and
Appointment Committee.
Article 79 of the company's Articles of Association
stipulates that when assessing the suitability of a
candidate for the position of head, the board of
directors shall shall assess his or her compliance
with the requirements set forth in these Articles of
Association and legal acts and, for this purpose, may
request the candidate to submit documents proving
such compliance and/or apply to the competent
authorities for the necessary information about the
candidate.
Formation of the board
1) The members of the Management Board elected by
the Supervisory Board or the general meeting of
shareholders, if no Supervisory Board is formed,
should collectively ensure a diversity of
qualifications, professional experience and
competences, as well as strive for gender balance.
In order to maintain an appropriate balance of
qualifications among board members, it should be
ensured that the board members as a whole have a
diverse range of knowledge, opinions and
experience to perform their tasks properly.
YES
The selection of members of the company's board is
carried out in accordance with the procedure
established by the Government of the Republic of
Lithuania. When selecting board members, it is
ensured that the board has at least 3 (three)
independent members, whose independence is
determined in accordance with the criteria
established by mandatory legislation, and it is also
sought to ensure that the members of the board have
the necessary competences, taking into account the
areas of responsibility and functions of the board;
where possible, company employees should not be
appointed to the board.
Each year, board members conduct a self-
assessment of their performance. The Remuneration
and Appointment Committee also assesses the
performance of the board each year and provides
summary recommendations on how to improve the
performance of the Group's collegial bodies.
2) The names, surnames, information about their
education, qualifications, professional experience,
current positions, other important professional
commitments and potential conflicts of interest
should be disclosed in compliance with the
requirements of the legislation governing the
processing of personal data at the meeting of the
supervisory board at which the board or individual
members thereof will be elected. If no supervisory
board is established, the information specified in
this point should be provided to the general
meeting of shareholders. The management board
should collect the data specified in this point on its
members each year and present it in the company's
annual report.
YES
Article 32 of the company's articles of association
stipulates that, when assessing the suitability of a
candidate for membership of the board of directors,
the meeting shall assess his or her compliance with
the requirements set out in the articles of association
and applicable legislation. Pursuant to Article 33 of
the company's articles of association, each candidate
for the board must submit a declaration of interests
to the general meeting of shareholders. Information
about the appointed board members is published
and updated on the company's website.
This information is not repeated in the management
report, but the management report does contain
information about the chairman of the board, the
CEO, the chief financial officer and the head of the
internal audit department.
3) All new board members should be familiarised with
their duties, the company's structure and activities.
YES
Board members are familiarised with the company's
structure and activities. The main corporate
documents of the company are shared.
4) Board members should be appointed for a fixed
term, with the possibility of being individually re-
elected for a new term, in order to ensure the
necessary growth in professional experience and
sufficiently frequent re-confirmation of their status.
YES
Board members are appointed for a term of 4 years.
A board member may not serve as a board member
for more than 2 (two) full consecutive terms and, in
any case, may not serve as a board member for more
than 10 (ten) consecutive years.
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5) The chair of the board should be a person whose
current or former duties would not prevent them
from performing their duties impartially. Where no
supervisory board is established, a former head of
the company should not be appointed as chair of
the board immediately. Where a company decides
not to comply with these recommendations,
information should be provided on the measures
taken to ensure impartiality.
YES
The company's articles of association set out criteria
under which a person may not be elected as a
member of the board. According to Article 52 of the
company's articles of association, the chair of the
board should be an independent member of the
board.
6) Each member should devote sufficient time and
attention to the performance of their duties as a
member of the board. If a member of the board has
attended less than half of the board meetings
during the company's financial year, the company's
supervisory board should be informed thereof; if the
company does not have a supervisory board, the
general meeting of shareholders should be
informed.
YES
The minutes of the company's board meetings record
the attendance and voting of board members when
decisions are made. The attendance of board
members at meetings is indicated in the
management report.
Each year, the members of the company's board of
directors perform an assessment of their activities
and submit the results to the shareholder and the
Remuneration and Appointment Committee.
7) If, in the cases specified by law, when electing the
board of directors, no supervisory board is formed,
some of its members will be independent
5
, it
should be announced which members of the board
of directors are considered independent. The board
may decide that a particular member, even though
he or she meets all the independence criteria set out
in the Law, cannot be considered independent due
to special personal or company-related
circumstances.
YES
Both the company's website and the management
report provide information about the members of the
company's board, specifically identifying the
independent members.
8) The remuneration of board members for their
activities and participation in board meetings should
be approved by the company's general meeting of
shareholders.
YES
Article 28 of the company's articles of association
stipulates that the general meeting of shareholders
shall decide on the remuneration guidelines
applicable to the remuneration of the company's and
the group's board members.
9) Board members should act honestly, diligently and responsibly in the interests of the company and its shareholders and represent
their interests, taking into account other stakeholders. When making decisions, they should not pursue personal interests, they
should be subject to non-competition agreements, and they should not use business information and opportunities related to the
company's activities in a manner that is contrary to the company's interests.
10) The board should conduct an assessment of its
performance each year. This should include an
assessment of the board's structure, organisation
and ability to function as a group, as well as an
assessment of the competence and performance of
each board member and an assessment of whether
the board has achieved its performance objectives.
The board should publish relevant information
about its internal structure and operating
procedures at least once a year, without prejudice to
the requirements of legislation governing the
processing of personal data.
YES
The board conducts an annual self-assessment of its
activities and uses it as a basis for preparing an
action plan for improvement. The summary results of
the board's performance assessment are presented
in the company's management report.
5
For the purposes of this Code, the criteria for the independence of board members are understood as defined in Article 33(7) of the Law on Joint Stock Companies
of the Republic of Lithuania.
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Principle 4: Working procedures of the company's supervisory board and board of directors
The rules of procedure of the supervisory board, if established, and the board of directors should ensure the effective work and decision-
making of these bodies and promote active cooperation between the company's bodies.
1) The management board and the supervisory board,
if established, should cooperate closely for the
benefit of both the company and its shareholders.
Good corporate governance requires open
discussion between the management board and the
supervisory board. The board should regularly, and
when necessary immediately, inform the
supervisory board of all matters of importance to
the company relating to planning, business
development, risk management and control, and
compliance with the company's obligations. The
management board should inform the supervisory
board of any actual deviations in business
development from previously formulated plans and
objectives, indicating the reasons for such
deviations.
NOT APPLICABLE
The company does not have a supervisory board.
2) It is recommended that meetings of the company's
collegial bodies be held at appropriate intervals in
accordance with a pre-approved schedule. Each
company decides for itself how often to convene
meetings of collegial bodies, but it is recommended
that they be held at intervals that ensure the
uninterrupted resolution of essential company
governance issues. Meetings of the company's
collegial bodies should be convened at least once
per quarter.
YES
The company's articles of association stipulate that
the board of directors shall adopt its decisions at
board meetings, which shall be held as often as
necessary to enable the board to perform its
functions properly and adopt decisions within its
competence.
At the end of each year, the company's board agrees
on the schedule of regular meetings and the action
plan (preliminary issues for the relevant board
meeting) for the following year.
3) Members of the collegial body should be informed of the meeting in advance so that they have sufficient time to prepare for the
discussion of the issues to be considered at the meeting and so that a discussion can take place, followed by the adoption of
decisions. Together with the notice of the meeting, members of the collegial body should be provided with all necessary materials
related to the agenda of the meeting. The agenda should not be changed or supplemented during the meeting, except in cases
where all members of the collegial body are present at the meeting and agree to such a change or addition to the agenda, or where
it is necessary to resolve important issues for the company without delay.
4) In order to coordinate the work of the company's
collegial bodies and ensure an effective decision-
making process, the chairpersons of the company's
collegial supervisory and management bodies
should coordinate the dates and agendas of the
meetings they convene and cooperate closely in
resolving other issues related to the company's
governance. Meetings of the company's supervisory
board should be open to members of the company's
management board, especially in cases where
issues related to the dismissal, liability and
remuneration of management board members are
discussed at the meeting.
NOT APPLICABLE
The company does not have a supervisory board.
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Principle 5: Appointment, remuneration and audit committees
Purpose and composition of committees
The committees established in the company should enhance the effectiveness of the supervisory board, or, if no supervisory board is
established, the board of directors, which performs supervisory functions, by ensuring that decisions are taken after proper consideration and
by helping to organise the work in such a way that decisions are not influenced by material conflicts of interest.
Committees should act independently and with integrity and make recommendations to the collegiate body, but the final decision rests with
the collegiate body itself.
1) Depending on the specific circumstances of the
company, the chosen corporate governance
structure, the company's supervisory board, or in
cases where no supervisory board is established,
the board of directors, which performs supervisory
functions, shall set up committees. It is
recommended that the collegial body form
appointment, remuneration and audit committees
6
.
YES
The company has a remuneration and appointment
committee for the group of companies formed by the
EPSO-G board, which operates in accordance with
the rules of procedure approved by the body that
formed it, and an audit committee formed by the sole
shareholder of EPSO-G single shareholder, which
operates in accordance with the operating
regulations approved by the body that formed it.
Given that remuneration and appointment issues are
closely related and require experts with the same
qualifications to resolve them, it was decided to form
a single remuneration and appointment committee.
2) Companies may decide to form fewer than three
committees. In such cases, companies should
provide an explanation of why they have chosen an
alternative approach and how the chosen approach
meets the objectives set for three separate
committees.
YES
3) The functions assigned to the committees formed in
companies may be performed by the collegial body
itself in the cases provided for by law. In such cases,
the provisions of this Code relating to committees
(in particular regarding their role, activities and
transparency) should, where appropriate, apply to
the collegial body as a whole.
NOT APPLICABLE
See 5.1.
4) Committees established by a collegial body should
normally consist of at least three members. Subject
to legal requirements, committees may consist of
only two members. The members of each
committee should be selected primarily on the basis
of their competence, with preference given to
independent members of the collegiate body. The
chair of the board should not be the chair of the
committees.
YES
Sections 7.7 - 7.9 of the company's articles of
association regulate the formation and competence
of the Group's committees. The aforementioned
articles of association stipulate that the
Remuneration and Appointments Committee and the
Audit Committee shall consist of at least 3 members.
The Remuneration and Appointments Committee
ensures that at least one of its three members is
independent, while more than half of the members of
the Audit Committee are independent. The
chairpersons of the Remuneration and Appointments
Committee and the Audit Committee are
independent members of the committees. Not all
members of the Remuneration and Appointments
Committee and the Audit Committee are appointed
from the EPSO-G Board. One independent member
is appointed to each committee on the basis of
competence through an external selection process
for the position of independent committee member.
6
Legislation may provide for the obligation to establish a relevant committee. For example, the Law on Auditing 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 a regulated market in the Republic of
Lithuania and/or any other Member State) must establish an audit committee (the legislation provides for exceptions where the functions of the audit committee may
be performed by a collegial body performing supervisory functions).
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5) The terms of reference of each committee established should be defined by the collegiate body itself. The committees should carry
out their duties in accordance with their terms of reference and report regularly to the collegiate body on their activities and results.
The terms of reference of each committee, defining its role and setting out 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 in their annual report, without prejudice to the requirements of legislation on the processing of personal data, reports
from the existing committees on their composition, the number of meetings held and the attendance of members at meetings over
the past year, as well as their main areas of activity and performance results.
6) In order to ensure the independence and objectivity
of the committees, members of the collegiate body
who are not members of the committee should
normally only be entitled to attend committee
meetings at the invitation of the committee. The
committee may invite or require certain company
employees or experts to attend the meeting. The
chair of each committee should be able to
communicate directly with shareholders. The
circumstances in which this should be done should
be specified in the rules governing the committee's
activities.
YES
The rules governing the activities of the committees
provide for the right of committee members, at their
discretion, to invite members of the bodies of EPSO-
G group companies, employees, representatives,
candidates for certain positions or other persons to
their meetings and to obtain from them the
necessary explanations within the limits of their
competence, and to request that the necessary
measures be taken to enable the committees to
perform their functions.
Appointment Committee.
The main functions of the Appointments Committee should be as follows:
1) to select candidates for vacant positions on the supervisory and management bodies and in senior management and to recommend them
to the collegiate body for consideration. The Appointments Committee should assess the balance of skills, knowledge and experience within
the management body, prepare a description of the functions and capabilities required for a specific position, and assess the time
commitment required for the role;
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 achieve the necessary changes;
3) Pay due attention to continuity planning.
When dealing with issues relating to members of collegial
bodies who have an employment relationship with the
company and senior management, the company's CEO should
be consulted and given the right to make proposals to the
Appointments Committee.
YES
The operating regulations stipulate that the right to
initiate the convening of the Remuneration and
Appointment Committees lies with the board or
managers of the group of companies, who also
propose the agenda for the meeting, submit relevant
materials and draft decisions.
This provision is not currently relevant in practice, as
there are no company employees on the board.
Remuneration Committee.
The main functions of the Remuneration Committee should be
as follows:
1) to submit proposals on the remuneration policy
applicable to members of the supervisory and
management bodies and senior management to the
collegial body for consideration. Such a policy
should cover all forms of remuneration, including
fixed remuneration, performance-related
remuneration, incentive schemes, pension schemes,
severance payments, as well as conditions allowing
the company to recover amounts or suspend
payments, specifying the circumstances in which it
would be appropriate to do so;
2) submitting proposals to the collegiate body on the
individual remuneration of members of the
collegiate bodies and senior management, with a
view to ensuring that it is in line with the company's
remuneration policy and the assessment of the
performance of those persons;
1) 3) regularly review the remuneration policy and its
implementation.
YES
See section 5.4.2 of this report.
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Audit Committee.
YES
The EPSO-G Audit Committee acts as an advisory
body to the Company's Board of Directors on matters
within the scope of the Committee's activities,
operating at the Group level, with the following main
functions:
1. Reviewing the process of preparing and auditing
the Group's financial statements;
2. Ensuring compliance with the principles of
independence and objectivity of the Group's auditors
and audit firms;
3. providing opinions on transactions with related
parties in cases specified in the articles of association
of listed subsidiaries;
4. Providing recommendations on the selection,
appointment, reappointment and dismissal of the
external auditor and the terms of the contract with
the external audit firm;
5. Overseeing the Group's internal control, risk and
compliance management and internal audit
functions, as well as the effectiveness of operational
processes, and providing recommendations.
1) The main functions of the audit committee are defined in
the legislation governing the activities of the audit committee
7
.
2) All committee members should be provided with detailed
information on the specific accounting, financial and
operational characteristics of the company. The company's
management should inform the audit committee about the
accounting methods used for significant and unusual
transactions where accounting can be performed in different
ways.
3) The audit committee should decide whether the chairman
of the board, the company's chief executive, the chief financial
officer (or senior staff responsible for finance and accounting),
the internal auditor and the external auditor should attend its
meetings (and if so, when). The committee should be able to
meet with the relevant persons without the presence of
members of the management bodies, if necessary.
YES
The audit committee's rules of procedure provide
that committee members may, at their discretion,
invite members of the bodies of group companies,
employees, representatives, candidates for certain
positions or other persons to their meetings and
obtain from them the necessary explanations within
the limits of their competence, and to request that
the necessary actions be taken to perform the
committee's functions.
4) The audit committee should be informed of the internal
auditors' work programme and receive internal audit reports
or periodic summaries. The audit committee should also be
informed of the external auditors' work programme and
should receive a report from the audit firm describing all
relationships between the independent audit firm and the
company and its group.
YES
The audit committee is periodically, at least once a
quarter, familiarised with internal audit reports,
makes recommendations on the approval of the
internal audit plan and monitors its implementation.
The audit committee organises meetings with
external auditors to discuss the auditors' work
programme and any issues that have arisen during
the audit, and, after the external audit has been
completed, discusses the auditors' conclusions and
recommendations with them. At the beginning of
each year, the audit firm submits its declaration of
independence to the Audit Committee and the
companies.
5) The Audit Committee should verify that the company complies with the applicable provisions governing the possibility for employees to
lodge complaints or report suspicions of violations within the company anonymously, and should ensure that procedures are in place for the
proportionate and independent investigation of such matters and for appropriate follow-up.
7
The activities of audit committees are regulated by Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific
requirements regarding statutory audit of public-interest entities, the Law on Financial Statements and Other Assurance Services of the Republic of Lithuania, as
well as the rules approved by the Bank of Lithuania regulating the activities of audit committees.
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6) The audit committee should report to the supervisory board
or, if there is no supervisory board, to the board of directors at
least once every six months, at the time when the annual and
half-yearly reports are approved.
YES
The Audit Committee's rules of procedure stipulate
that the Audit Committee shall submit a half-yearly
and annual activity report to the Board. The annual
report shall also be submitted to the sole
shareholder of EPSO-G.
Principle 6: Avoidance and disclosure of conflicts of interest
The company's governance system should encourage members of the company's supervisory and management bodies to avoid conflicts of
interest and ensure a transparent and effective mechanism for disclosing conflicts of interest among members of the company's supervisory
and management bodies.
The corporate governance system should recognise the rights of stakeholders as enshrined in law and encourage active cooperation between
the company and its stakeholders in creating corporate prosperity, jobs and financial stability. In the context of this principle, the term
'stakeholders' includes investors, employees, creditors, suppliers, customers, the local community and other persons with an interest in the
company.
A member of a company's supervisory or management body
should avoid situations where his or her personal interests
conflict or may conflict with the interests of the company. If
such a situation nevertheless arises, a member of the
company's supervisory or management body should, within a
reasonable time, inform the other members of the same body
or the company body that elected them, or the company's
shareholders, of the conflict of interest, indicating the nature
and, if possible, the value of the interest.
YES
This obligation is laid down in the rules of procedure
of the board, in the contract signed with the board
member and in the EPSO-G group of companies'
policy on the management of the interests of
employees and collegial bodies.
Article 33 of the company's articles of association
stipulates that each candidate for the board must
immediately inform the board of any new
circumstances that may give rise to a conflict of
interest.
Principle 7: Company remuneration policy
The company has established a remuneration policy, and the procedure for its review and publication should prevent potential conflicts of
interest and abuse in determining the remuneration of members of collegial bodies and senior management, as well as ensure the publicity
and transparency of the company's remuneration policy and the company's long-term strategy.
1) The company should approve and publish its
remuneration policy on its website, which should be
reviewed regularly and be in line with the
company's long-term strategy.
YES
The company applies the Guidelines for Determining
Remuneration for Activities in the Bodies of EPSO-G
and EPSO-G Group Companies, approved by the sole
shareholder of EPSO-G, which are published
publicly.
The company applies the remuneration, performance
appraisal and training policy for employees of the
EPSO-G group of companies in its entirety. The
policy is publicly available.
2) The remuneration policy should cover all forms of
remuneration, including fixed remuneration,
performance-related remuneration, financial
incentive schemes, pension models, severance
payments, as well as conditions that would allow
the company to recover amounts paid or suspend
payments.
YES
All possible forms of remuneration for collegiate
bodies and employees are set out in the Guidelines
for determining remuneration for activities in the
bodies of EPSO-G and EPSO-G group companies
and in the EPSO-G group employee remuneration,
performance assessment and training policy. Both
documents are publicly available.
3) In order to avoid potential conflicts of interest, the
remuneration policy should stipulate that members
of collegiate bodies performing supervisory
functions should not receive remuneration that is
dependent on the company's performance.
YES
The company applies the Guidelines for the
Determination of Remuneration for Activities in the
Bodies of EPSO-G and EPSO-G Group Companies,
which regulate the fixed monthly remuneration of
members of collegial bodies. Members of the Board
of Directors do not receive remuneration that
depends on the company's results.
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4) The remuneration policy should provide sufficient
detail on the severance pay policy. Severance
payments should not exceed a specified amount or
a specified number of annual salaries and should
not, in general, be more than two years' fixed
remuneration or its equivalent. Severance payments
should not be paid if the contract is terminated due
to poor performance.
YES / NO
The EPSO-G Group's remuneration, performance
assessment and training policy stipulates that no
advance agreements on the amount of severance pay
are made in the Group's companies (except for
company directors, whose terms of employment are
determined by the board of directors). The amounts
of payments related to the termination of
employment are determined in accordance with the
minimum amounts of such payments required by
labour law, except in exceptional cases where, for
objective reasons, it is agreed to apply different
amounts than those provided for by law. . The board
of the relevant Group company must be informed of
such higher payments and the grounds for them at
its next meeting.
5) If the company has a financial incentive scheme, the
remuneration policy should provide sufficient detail
on the retention of shares after the rights have been
granted. Where remuneration is based on the
allocation of shares, the right to the shares should
not be granted for at least three years after their
allocation. After the rights have been granted,
members of collegiate bodies and senior
management 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 the shares.
NOT APPLICABLE
The company does not apply a system of financial
incentives.
6) The company should publish information on the implementation of the remuneration policy on its website, focusing on the
remuneration policy for collegiate bodies and managers for the coming financial year and, where appropriate, for subsequent
financial years. It should also review how the remuneration policy was implemented in the previous financial year. Such information
should not contain any commercially sensitive information. Particular attention should be paid to any significant changes in the
company's remuneration policy compared to the previous financial year.
7) It is recommended that the remuneration policy or
any material change to the remuneration policy
should be included in the agenda of the general
meeting of shareholders. Schemes under which
members of the collegiate body and employees are
remunerated with shares or share options should be
approved by the general meeting of shareholders.
YES
The remuneration of the members of the company's
board of directors is determined by the company's
general meeting of shareholders. Remuneration is
determined in accordance with the guidelines for
determining remuneration for members of the bodies
of EPSO-G and EPSO-G group companies, which are
approved by the sole shareholder of EPSO-G.
The company does not apply the aforementioned
schemes.
Principle 8: Role of stakeholders in corporate governance
The company's governance system should recognise the rights of stakeholders as enshrined in law or mutual agreements and encourage
active cooperation between the company and its stakeholders in creating the company's prosperity, jobs and financial stability. In the context
of this principle, the term stakeholders includes investors, employees, creditors, suppliers, customers, the local community and other persons
with an interest in the company.
1) The company's governance system should ensure
that the rights and legitimate interests of
stakeholders are respected.
YES
The company has an EPSO-G Group Transparency
and Communication Policy in place, which sets out
the following objectives to increase stakeholders'
awareness and understanding of the activities of the
EPSO-G Group and its individual companies; to
ensure employee engagement; to develop and
maintain sustainable and trust-based relationships
with stakeholders.
2) The company's governance system should enable
stakeholders to participate in the company's
governance in accordance with the law. Examples
of stakeholder participation in corporate governance
could include the participation of employees or their
representatives in making decisions important to
the company, consultations with employees or their
YES
The company consults, negotiates and discusses the
company's operational processes with employee
representatives.
Stakeholders may participate in the management of
the company to the extent provided for by law.
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representatives on corporate governance and other
important issues, employee participation in the
company's share capital, the involvement of
creditors in the company's governance in cases of
company insolvency, and so on.
3) When stakeholders participate in the company's governance process, they should be given access to the necessary information.
4) Stakeholders should be given the opportunity to
confidentially report illegal or unethical practices to
the collegial body performing the supervisory
function.
NO
The company's website, under the heading
'Corruption Prevention', provides the contact details
for the internal reporting channel – the Trust Line.
The prepared reporting form invites reports of
corruption, bribery, fraud or other illegal behaviour at
EPSO-G and its directly or indirectly controlled
companies (Litgrid, Amber Grid, Baltpool, Tetas,
Energy Cells, EPSO-G Invest) related to corruption,
bribery, fraud or other illegal behaviour, violations of
procurement, data protection, asset use or other
rules, harassment, violence, discrimination or other
inappropriate behaviour, unethical behaviour of
partners, etc. Information may be provided either by
disclosing data or confidentially. Information
provided to the Trust Line is received by authorised
persons.
The audit committee operating at the EPSO-G group
level ensures the functioning of the complaint
system and the investigation of complaints.
Principle 9: Disclosure of information
The company's governance system should ensure that information on all material issues concerning the company, including its financial
situation, activities and governance, is disclosed in a timely and accurate manner.
Without prejudice to the company's confidential information
and commercial secrets, as well as the requirements of
legislation regulating the processing of personal data, the
information disclosed by the company should include, but is
not limited to:
YES
The company has an EPSO-G Group transparency
and communication policy in place, and the
information specified therein is disclosed in the
company's annual report and on its website.
the company's activities and financial results;
YES
-
the company's operational objectives and non-financial
information;
YES
-
persons who own a block of shares in the company or who
control it directly and/or indirectly, and/or together with
related persons, as well as the structure of the group of
companies and their mutual relations, indicating the ultimate
beneficiary;
YES
-
members of the company's supervisory and management
bodies, which of them are considered independent, the
company's manager, their shares or votes in the company and
participation in the management of other companies, their
competence, remuneration;
YES
-
reports from existing committees on their composition, the
number of meetings and the attendance of members at
meetings over the past year, as well as their main areas of
activity and performance results;
YES
-
possible significant risk factors, the company's risk
management and supervision policy;
YES
-
the company's transactions with related parties;
YES
-
key issues relating to employees and other stakeholders (e.g.
human resources policy, employee participation in company
governance, incentives in the form of company shares or share
options, relations with creditors, suppliers, the local
community, etc.);
YES
-
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the company's governance structure and strategy;
YES
-
social responsibility policies, anti-corruption initiatives and
measures, significant ongoing or planned investment projects.
This list should be considered a minimum, and companies are
encouraged not to limit themselves to disclosing only the
information specified in this list. This principle of the Code
does not exempt a company from its obligation to disclose
information required by law.
YES
-
When disclosing the information specified in point 9.1.1 of
Recommendation 9.1, it is recommended that a company
which is a parent company of other companies disclose
information on the consolidated results of the entire group of
companies.
YES
As a parent company, EPSO-G discloses information
about the Group's financial results and the activities
of the Group's companies.
1) When disclosing the information specified in point 9.1.4 of Recommendation 9.1, it is recommended to provide information about
the professional experience, qualifications and potential conflicts of interest of the members of the company's supervisory and
management bodies and the company's manager that could influence their decisions. It is also recommended to disclose the
remuneration or other income received by members of the company's supervisory and management bodies and the company's
manager from the company, as regulated in more detail in Principle 7.
2) The information should be disclosed in such a way
that no shareholders or investors are discriminated
against in terms of the manner and scope of
information received. The information should be
disclosed to everyone at the same time.
NOT APPLICABLE
The company has a single shareholder and is not
listed.
Principle 10: Selection of the company's audit firm
The mechanism for selecting the company's audit firm should ensure the independence of the audit firm's conclusions and opinions.
1) In order to obtain an objective opinion on the
company's financial position and financial
performance, the financial information presented in
the company's annual financial statements and
annual report should be audited by an independent
audit firm.
YES
An independent auditor is appointed by the general
meeting of shareholders.
2) It is recommended that the candidate for the audit
firm be proposed to the general meeting of
shareholders by the company's supervisory board
or, if no such board has been established in the
company, by the company's management board.
YES
The audit committee operating at the Group level is
actively involved in the auditor selection process. The
audit committee makes a recommendation to the
company's board of directors on the candidate for
auditor. The final decision is made by the general
meeting of shareholders, which is convened by the
board of directors, which also submits draft
decisions.
3) If the audit firm has received remuneration from the
company for non-audit services, the company
should disclose this publicly. This information
should also be available to the company's
supervisory board or, if there is no supervisory
board, to the company's board of directors when
considering which audit firm to propose to the
general meeting of shareholders.
Non-audit services provided by the audit firm are
supervised by the Group-wide audit committee,
which, in accordance with the EPSO-G Group's policy
on the purchase of non-audit services from the audit
firm or from any network to which the audit firm
belongs, assesses the nature of the non-audit
services to be provided and, where necessary, makes
recommendations on the provision of such services.
The audit committee receives a summary of the non-
audit services provided by the audit firm on a
quarterly basis. The Audit Committee shall have all
the necessary information at its disposal when
making a recommendation on the appointment of the
audit firm.
The remuneration received by the audit firm for non-
audit services provided to the Group companies
during the reporting period is disclosed in the
management report.
218
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Content ↑
9.3. Details and other general information about UAB EPSO-G
Company name
UAB EPSO-G
Legal form
Private limited liability company
Date and place of registration
25 July 2012, Register of Legal Entities of the Republic of Lithuania
Legal entity code
302826889
Registered office
Laisvės pr. 10, LT-01103 Vilnius
Tel
+370 685 84866
Email
info@epsog.lt
Website
www.epsog.lt
Authorised capital
189,631,000
Sole shareholder
The Republic of Lithuania, whose property and non-property rights and obligations are exercised by the
Ministry of Energy of the Republic of Lithuania
EPSO-G is a 100% state-owned new energy group. The rights and obligations of the sole shareholder of the management
company EPSO-G are exercised by the Ministry of Energy of the Republic of Lithuania.
The main activity of the EPSO-G group is to ensure uninterrupted and stable transmission of electricity through high-voltage
networks and transportation of gas through high-pressure pipelines. The group is responsible for the efficient management,
maintenance, operation and development of these transmission systems. The group also operates a 200 MW battery storage
system, which ensures the stable operation of the electricity transmission system in isolated mode and provides balancing services
with limited power (up to 40 MW).
The companies belonging to the group manage and develop biofuel and timber trading platforms designed to ensure transparent
competition in the energy resources and roundwood markets. In addition, the group's companies carry out electrical energy
contracting projects and provide infrastructure operation services to low, medium and high voltage network operators.
The EPSO-G group, in cooperation with its partners, invests in the development of the defence industry in Lithuania, which is of
national importance.
The responsibility of all EPSO-G Group companies is to efficiently and timely implement the energy transmission and exchange
infrastructure development projects of national importance set out in the shareholder's letter of expectations, contributing to the
achievement of the objectives set out in the National Energy Independence Strategy and creating sustainable long-term value for
the Lithuanian state, people and the country's economy.
EPSO-G and the Group companies do not have any branches or representative offices.
As of 31 December 2025, the EPSO-G Group consisted of the management company EPSO-G and six directly controlled group
companies: Amber Grid, Baltpool, Energy Cells, EPSO-G Invest, Litgrid and Tetas. EPSO-G and the Group companies also hold
shares in Rheinmetall Defence Lietuva, Baltic RCC OÜ and TSO Holding AS.
219
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9.4. Details of EPSO-G group companies
Name
AB Amber Grid
LITGRID AB
BALTPOOL UAB
UAB TETAS
Energy cells, UAB
EPSO-G Invest UAB
Legal form
Joint stock company
Public limited company
Private limited liability
company
Private limited liability
company
Private limited company
Private limited company
Date and place of
registration
11 June 2013, Register
of Legal Entities of the
Republic of Lithuania
16 November 2010,
Register of Legal
Entities of the Republic
of Lithuania
10 December 2009,
Register of Legal
Entities of the Republic
of Lithuania
8 December 2005,
Register of Legal
Entities of the Republic
of Lithuania
26 January 2021,
Register of Legal
Entities of the Republic
of Lithuania
18 July 2024, Register
of Legal Entities of the
Republic of Lithuania
Legal entity code
303090867
302564383
302464881
300513148
305689545
306949519
Registered office
Laisvės pr. 10,
LT-04215 Vilnius
Karlo Gustavo Emilio
Manerheimo g. 8,
LT-05131 Vilnius
Žalgirio g. 90,
LT-09303 Vilnius
Senamiesčio Street
102B, LT-35116
Panevėžys
Ozo Street 12A-1,
LT-08200 Vilnius
Laisvės Avenue 10,
LT-04215 Vilnius
Tel
+370 5 236 0855
+370 707 02171
+370 5 239 3157
+370
+370
+370 699 89818
Email
info@ambergrid.lt
info@litgrid.eu
info@baltpool.eu
info@tetas.lt
info@energy-cells.eu
info@epsoginvest.lt
Website
www.ambergrid.lt
www.litgrid.eu
www.baltpool.eu
www.tetas.lt
www.energy-cells.eu
www.epsog.lt
Nature of activities
Natural gas
transmission system
operator
Electricity transmission
system operator
Energy resources and
timber exchange
operator, PSO fund
administrator
Specialised technical
maintenance, repair and
installation services for
transformer substations
and distribution points,
testing and
commissioning works,
design of energy
facilities
Designated electricity
storage system operator
Project management,
investments
EPSO-G shareholding
96.6
97.5
67.0
100.0
100.0%
51.0%
220
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10
Approval of responsible persons
221
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Contents ↑
10. Approval of responsible persons
16 March 2026
In accordance with the Law on Securities of the Republic of Lithuania and the Rules on Disclosure of Information of the Bank of
Lithuania, we, Mindaugas Keizeris, Director of UAB EPSO-G, Darius Kašauskas, Group Finance Director, and Žydrūnas Augutis,
Chief Financial Officer, confirm that, to the best of our knowledge, the attached consolidated and separate financial statements
of UAB EPSO-G for the year ended 31 December prepared in accordance with International Financial Reporting Standards as
adopted by the European Union, give a true and fair view of the assets, liabilities, financial position, profit or loss and cash flows
of UAB EPSO-G and the group of companies. The 2025 consolidated management report of UAB EPSO-G accurately presents
an overview of the business development and operations, the situation of UAB EPSO-G and the group of companies, together
with a description of the main risks and uncertainties faced.
Company Director
Mindaugas Keizeris
Group Finance Director
Darius Kašauskas
Group Financial Accounting Manager
Žydrūnas Augutis
222
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Contents ↑
11. CONSOLIDATED AND THE COMPANY’S FINANCIAL
STATEMENTS
11
Consolidated and the company’s
financial statements
 | Content ↑ |
11.
CONSOLIDATED AND THE COMPANY’S FINANCIAL STATEMENTS
11.1
Consolidated and the Company’s Statements of Financial Position
FOR THE YEAR ENDED 31 DECEMBER 2025 (All amounts are in EUR thousands unless otherwise stated)
Group | Company | ||||||
Note | 31/12/2025 | 31/12/2024 | 01/01/2024 | 31/12/2025 | 31/12/2024 | 01/01/2024 | |
Reclassified | Reclassified | Reclassified | Reclassified | ||||
ASSETS | |||||||
Non-current assets | |||||||
Intangible assets | 6 | 68 | 56 | 77 | |||
Property, plant and equipment | 7 | 63 | 69 | 83 | |||
Right-of-use assets | 8 | 389 | 537 | 694 | |||
Investments in subsidiaries | 9 | 388,794 | 352,479 | 351,526 | |||
Investments in associates and joint ventures | 9 | 13,830 | 13,830 | 13,830 | |||
Deferred tax asset | 30 | 583 | 957 | 45 | |||
Other financial assets at amortised cost | 14 | 55,500 | - | - | |||
Derivative assets at FVTPL | - | - | - | ||||
Other non-financial assets | - | - | - | ||||
Total non-current assets | 459,227 | 367,928 | 366,255 | ||||
Current assets | |||||||
Inventories | 11 | - | - | - | |||
Contract assets | 12 | - | - | - | |||
Trade receivables | 13 | 618 | 549 | 383 | |||
Other financial assets at amortised cost | 14 | 81,418 | 168,176 | 46,225 | |||
Other non-financial assets | 15 | 78 | 44 | 69 | |||
Prepaid income tax | - | - | - | ||||
Cash and cash equivalents | 16 | 49,789 | 98,791 | 120,015 | |||
Total current assets | 131,903 | 267,560 | 166,692 | ||||
TOTAL ASSETS | 591,130 | 635,488 | 532,947 | ||||
EQUITY AND LIABILITIES | |||||||
Issued capital | 17 | 189,631 | 189,631 | 189,631 | |||
Revaluation reserve | 18 | - | - | - | |||
Legal reserve | 19 | 5,978 | 3,765 | 2,524 | |||
Other reserves | 19 | 70,267 | 28,614 | 50 | |||
Retained earnings | 31,654 | 44,259 | 30,001 | ||||
Equity attributable to shareholders of the parent company | 297,530 | 266,269 | 222,206 | ||||
Non-controlling interest | 9 | - | - | - | |||
Total equity | 297,530 | 266,269 | 222,206 | ||||
Non-current liabilities | |||||||
Financial borrowings and bonds issued | 22 | 111,706 | 74,893 | 74,849 | |||
Lease liabilities | 23 | 252 | 397 | 552 | |||
Congestion management funds | 27 | - | - | - | |||
Provisions | 28 | - | - | - | |||
Other financial liabilities at amortised cost | 26 | - | - | - | |||
Other non-financial liabilities | 29 | - | - | - | |||
Total non-current liabilities | 111,958 | 75,290 | 75,401 | ||||
Current liabilities | |||||||
Borrowings | 22 | 1,329 | 1,326 | 19,308 | |||
Financial borrowings from group companies | 22 | 178,579 | 291,157 | 214,806 | |||
Lease liabilities | 23 | 154 | 154 | 149 | |||
Trade payables | 25 | 246 | 203 | 153 | |||
Other financial liabilities at amortised cost | 26 | - | - | 190 | |||
Congestion management funds | 27 | - | - | - | |||
Provisions | 28 | - | - | - | |||
Income tax liability | - | - | - | ||||
Derivative liabilities at FVTPL | - | - | - | ||||
Other non-financial liabilities | 29 | 1,334 | 1,089 | 734 | |||
Total current liabilities | 181,642 | 293,929 | 235,340 | ||||
Total liabilities | 293,600 | 369,219 | 310,741 | ||||
TOTAL EQUITY AND LIABILITIES | 591,130 | 635,488 | 532,947 | ||||
The accompanying notes are an integral part of these financial statements.
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11.2
Consolidated and the Company’s statements of comprehensive income
FOR THE YEAR ENDED 31 DECEMBER 2025 (All amounts are in EUR thousands unless otherwise stated)
GROUP | |||
Notes | 2025 | 2024 | |
Revenue* | 31 | ||
Other income | 31 | ||
Purchase of electricity and natural gas** | 32 | ( | ( |
Impact of changes in gas inventory balances | ( | ( | |
Purchase for subcontracting services | ( | ( | |
Wages and salaries and related expenses | 32 | ( | ( |
Repair and maintenance services | ( | ( | |
Other expenses | 32 | ( | ( |
( | ( | ||
EBITDA | 5 | ||
Other gain (losses) | 10 | ||
Depreciation and amortisation | 6,7,8 | ( | ( |
Impairment of non-current assets | 7 | ( | |
Loss on write-off of non-current assets | ( | ( | |
Operating profit (EBIT) | 5 | ||
Share of results of associates | 9 | ||
Finance income | 33 | ||
Finance costs | 33 | ( | ( |
Total finance costs - net | 33 | ( | ( |
Profit before income tax | |||
Income tax | |||
Current tax (expense)/benefit | 30 | ( | |
Deferred tax benefit | 30 | ||
Total income tax | |||
Profit for the year | |||
Other comprehensive income | |||
Items that will not be reclassified to profit or loss s in subsequent periods | |||
Gain on revaluation of non-current assets | 7 | ( | |
Deferred tax (expenses) | 30 | ( | ( |
Total comprehensive expenses that will not be reclassified subsequently to profit or loss | ( | ( | |
Total comprehensive income for the period | |||
Profit for the year attributable to: | |||
Shareholders of the parent company | |||
Non-controlling interest | |||
Total comprehensive income for the period attributable to: | |||
Shareholders of the parent company | |||
Non-controlling interest | |||
* Revenue includes negative revenue from grid balancing of EUR (58,619) thousand (2024: EUR (25.723) thousand)
** Purchase of electricity and natural gas includes purchases at negative prices for grid balancing of EUR (51,550) thousand
(2024: EUR (27,096) thousand)
The accompanying notes are an integral part of these financial statements.
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FOR THE YEAR ENDED 31 DECEMBER 2025 (All amounts are in EUR thousand unless otherwise stated)
COMPANY | |||
Notes | 2025 | 2024 | |
Revenue | 31 | 2,665 | 2,315 |
Dividend income | 34 | 37,573 | 50,632 |
40,238 | 52,947 | ||
Wages and salaries and related expenses | 32 | (5,803) | (5,103) |
Other expenses | (1,681) | (1,665) | |
(7,484) | (6,768) | ||
EBITDA | 32,754 | 46,179 | |
Depreciation and amortisation | (210) | (212) | |
Operating profit (EBIT) | 32,544 | 45,967 | |
Finance income | 33 | 6,132 | 7,105 |
Finance costs | 33 | (7,579) | (9,774) |
Total finance costs - net | 33 | (1,447) | (2,669) |
Profit before income tax | 31,097 | 43,298 | |
Income tax | |||
Current income tax expense | - | - | |
Deferred tax benefit (expense) | 30 | 557 | 961 |
Total income tax | 557 | 961 | |
Profit for the year | 31,654 | 44,259 | |
Total comprehensive income for the period | 31,654 | 44,259 | |
The accompanying notes are an integral part of these financial statements.
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11.3
Consolidated and the Company’s statements of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2025 (All amounts are in EUR thousand unless otherwise stated)
Equity attributable to shareholders of the parent company | |||||||||
Group | Notes | Issued capital | Revaluation reserve | Legal reserve | Other reserves | Retained earnings | Subtotal | Non-controlling interest | Total |
Balance as at 1 January 2024 | |||||||||
Comprehensive income (expenses) | |||||||||
Net profit for the reporting period | |||||||||
Other comprehensive income | ( | ( | ( | ( | |||||
Total comprehensive income for the period | ( | ||||||||
Transfer of revaluation reserve relating to depreciation and derecognition of assets | 18 | ( | |||||||
Transactions with owners in their capacity as owners | |||||||||
Transfers to/from reserves | 19 | ( | |||||||
Dividends | 20 | ( | ( | ( | ( | ||||
Changes in non-controlling interest due to acquisitions of subsidiaries | |||||||||
Total transactions with owners in their capacity as owners | ( | ( | ( | ( | |||||
Balance as at 31 December 2024 | |||||||||
Balance as at 1 January 2025 | |||||||||
Comprehensive income | - | - | |||||||
Net profit for the period | |||||||||
Other comprehensive income (expenses) | ( | ( | ( | ( | |||||
Total comprehensive income for the period | ( | ||||||||
Transfer of revaluation reserve relating to depreciation and derecognition of assets | 18 | ( | |||||||
Transactions with owners in their capacity as owners | |||||||||
Transfers to/from reserves | 19 | ( | |||||||
Dividends | 20 | ( | ( | ( | ( | ||||
Transactions with non-controlling interests | 9 | ||||||||
Total transactions with owners in their capacity as owners | ( | ( | |||||||
Balance as at 31 December 2025 | |||||||||
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Company | Notes | Issued capital | Legal reserve | Other reserves | Retained earnings | Total |
Balance as at 1 January 2024 | 189,631 | 2,524 | 50 | 30,001 | 222,206 | |
Net profit for the period | - | - | - | 44,259 | 44,259 | |
Total comprehensive income for the period | - | - | - | 44,259 | 44,259 | |
Transactions with owners in their capacity as owners | ||||||
Dividends | 20 | - | - | - | (196) | (196) |
Transfers to reserves | 19 | - | 1,241 | 28,564 | (29,805) | - |
Total transactions with owners in their capacity as owners | - | 1,241 | 28,564 | (30,001) | (196) | |
Balance as at 31 December 2024 | 189,631 | 3,765 | 28,614 | 44,259 | 266,269 | |
Balance as at 1 January 2025 | 189,631 | 3,765 | 28,614 | 44,259 | 266,269 | |
Net profit for the period | - | - | - | 31,654 | 31,654 | |
Total comprehensive income for the period | - | - | - | 31,654 | 31,654 | |
Transactions with owners in their capacity as owners | ||||||
Dividends | 20 | - | - | - | (393) | (393) |
Transfers to reserves | 19 | - | 2,213 | 41,653 | (43,866) | - |
Total transactions with owners in their capacity as owners | - | 2,213 | 41,653 | (44,259) | (393) | |
Balance as at 31 December 2025 | 189,631 | 5,978 | 70,267 | 31,654 | 297,530 |
The accompanying notes are an integral part of these financial statements.
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11.4
Consolidated and the Company’s statements of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2025 (All amounts are in EUR thousand unless otherwise stated)
Group | Company | ||||
Notes | 2025 | 2024 | 2025 | 2024 | |
Cash flows from operating activities | |||||
Net profit | 31,654 | 44,259 | |||
Adjustments for non-cash items: | |||||
Depreciation and amortisation expenses | 6,7,8 | 210 | 212 | ||
Impairment of property, plant and equipment | 7 | ( | - | - | |
Impairment and write-off of property, plant and equipment and Intangible assets | - | - | |||
Loss on impairment and write-off of inventories, trade receivables and other assets | - | - | |||
Profit (loss) on disposal of property, plant and equipment | ( | ( | - | - | |
Income tax expense (benefit) | 30 | ( | ( | (557) | (961) |
Decrease (increase) in provisions | 28 | ( | - | - | |
Grant income (amortisation) | 21 | ( | - | - | |
Elimination of other non-cash items | - | - | |||
Other gain / losses | ( | ( | - | - | |
Elimination of results of financing and investing activities: | |||||
Dividend income | 34 | (37,573) | (50,632) | ||
Finance costs, net | 33 | 1,447 | 2,669 | ||
Elimination of share of results of associates | 9 | ( | ( | - | - |
Changes in working capital: | |||||
(Increase) decrease in trade receivables and other financial and non-financial assets | ( | ( | 318 | (246) | |
(Increase) decrease in inventories, prepayments and deferred expenses | ( | (34) | 27 | ||
Increase (decrease) in trade payables, grants and other financial and non-financial liabilities | ( | 102 | 131 | ||
Changes in other financial assets | ( | - | - | ||
Income tax received (paid) | ( | ( | 930 | 50 | |
Net cash flows from operating activities | (3,503) | (4,491) | |||
Acquisition of property, plant and equipment and intangible assets | 6,7,21,25,26 | ( | ( | (56) | (38) |
Disposal of property, plant and equipment and intangible assets | - | - | |||
Disposal of associate | 10 | - | - | ||
(Acquisition) of associates, joint ventures and subsidiaries | 9 | ( | (36,315) | (953) | |
Grants received | 21 | - | - | ||
Congestion management funds received | 27 | - | - | ||
(Intercompany) loans (granted) recovered | (43,671) | 12,305 | |||
Dividends received | 9,34 | 37,573 | 50,632 | ||
Acquisition of short-term financial investments | 24 | ( | ( | (130,000) | (674,987) |
Disposal of short-term financial investments | 24 | 205,000 | 539,987 | ||
Interest received | 5,857 | 7,927 | |||
Net cash flows used in investing activities | ( | ( | 38,388 | (65,127) | |
Loans received | 24 | 36,813 | - | ||
Repayment of borrowings | 24 | ( | ( | 3 | - |
Loans received (repaid) (intercompany) | 24 | (112,198) | 76,427 | ||
Repayment of lease liabilities | 24 | ( | ( | (157) | (149) |
Bank overdraft | ( | - | (17,981) | ||
Interest paid | 24 | ( | ( | (7,956) | (9,707) |
Dividends paid | ( | ( | (392) | (196) | |
Transactions with non-controlling interests | 9 | - | - | ||
Other cash flows from financing activities | - | - | |||
Cash flows from/used in financing activities | ( | (83,887) | 48,394 | ||
Increase (decrease) in cash and cash equivalents | ( | ( | (49,002) | (21,224) | |
Cash and cash equivalents at the beginning of the year | 98,791 | 120,015 | |||
Cash and cash equivalents at the end of the period | 49,789 | 98,791 | |||
The accompanying notes are an integral part of these financial statements.
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11.5
Notes to the consolidated and the Company’s financial statements
FOR THE YEAR ENDED 31 DECEMBER 2025
1.
General Information
EPSO-G UAB is the parent company responsible for the activities of the group companies by ensuring the uninterrupted, stable transmission of electricity over high voltage networks and transportation of natural gas via high pressure gas pipelines, as well as by ensuring the management, maintenance and development of these transmission systems and organisation of trade on the natural gas and biofuel exchanges; installation and management of electricity storage facilities operating as the primary capacity reserve and ensuring reliable, stable and consumer-focused operation of the Lithuanian electricity system.
EPSO-G provides management services to its subsidiaries. The purpose of the provision of management services is to increase the efficiency of operations of the EPSO-G group companies, optimise the use of resources, and implement uniform standards of operations. These services are provided in accordance with the agreements concluded through a public procurement process.
As at 31 December 2025 and 2024, the Company’s issued capital consisted of 653,900,000 ordinary registered shares with the nominal value of EUR 0.29 each. All shares were held by the Company’s sole shareholder – the Republic of Lithuania represented by the Ministry of Energy of the Republic of Lithuania.
As at 31 December 2025 and 2024, all shares of the Company were fully paid.
The Company’s shareholder | 31/12/2025 | 31/12/2024 | ||
Issued capital, EUR | % | Issued capital , EUR | % | |
Republic of Lithuania represented by the Ministry of Energy of the Republic of Lithuania | 189 631 000 | 100 | 189 631 000 | 100 |
The Company’s management approved these financial statements on 16 March 2026. The shareholder of the Company has a statutory right not to approve these financial statements and require that the management prepares a new set of financial statements.
As at 31 December 2025, the EPSO-G Group had 1,396 employees (as at 31 December 2024, 1,353 employee), and the Company had 87 employees (as at 31 December 2024, 78 employees).
The EPSO-G Group consists of the Company, directly and indirectly controlled subsidiaries, associates and joint ventures, as listed below:
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Company name | Registered office address | Ownership interest (%) | Profile of activities | |
31/12/2025 | 31/12/2024 | |||
SUBSIDIARIES | ||||
LITGRID AB | Karlo Gustavo Emilio Manerheimo st. 8, Vilnius, Lithuania | 97.5 | 97.5 | Electricity transmission system operator |
AB Amber Grid | Laisvės ave. 10, Vilnius, Lithuania | 96.6 | 96.6 | Natural gas transmission system operator |
BALTPOOL, UAB | Žalgirio st. 90, Vilnius, Lithuania | 67.0 | 67.0 | Operator of the exchange for trading in energy resources (biomass products), the administrator of PSO funds |
TETAS UAB | Senamiesčio st. 102B, Panevėžys, Lithuania | 100 | 100 | Transformer substation, distribution station and electricity line design, construction, reconstruction and maintenance services |
Energy Cells UAB | Ozo st. 12A-1, Vilnius | 100 | 100 | Management of the electricity storage system |
UAB EPSO-G Invest | Laisvės ave. 10, Vilnius | 51.0 | 51.0 | Management of the project for investments into artillery shell manufacturing |
ASSOCIATES | ||||
UAB „GET Baltic“(investment through AB „Amber Grid“) | Geležinio Vilko st. 18A, Vilnius, Lithuania | 34.0 | Organisation of trading on the natural gas exchange | |
„TSO Holding“AS | Lilleakerveien 2A, 0283 Oslo, Norway | 39.6 | 39.6 | Holding company holding a minority interest in equities of the electricity exchange operator and the market coupling operator |
Rheinmetall Defence Lietuva, UAB | Jonavos dist. mun. Ruklos eld., Jonalaukis vlg.1 | 24,5* | 24,5* | Artillery shell manufacturing and sale |
JOINT VENTURES | ||||
„Baltic RCC“ OÜ | Kadaka tee 42 12915 Tallinn Eesti | 33.33 | 33.33 | Provision of services ensuring safety and reliability of the electricity system and coordination between the transmission network operators of the Baltic region |
* The effective ownership interest in associate was estimated taking into account 51% ownership interest held by the Company in EPSO-G Invest, which holds 48% ownership interest in the associate Rheinmetall Defence Lietuva, UAB (hereinafter “RDL”). Investments in subsidiaries are described in more detail in Note 9, and in associates in Note 9.
2.
Material accounting policies
The Group’s and the Company’s financial statements for the year ended 31 December 2025 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 historical cost basis, except for property, plant and equipment which is recorded at revalued amount, less accumulated depreciation and estimated impairment loss and derivatives accounted for at fair value.
The financial year of the Company and other Group coincides with the calendar year.
2.1.
Basis of preparation
The accounting policies applied in the preparation of the financial statements are consistent with those of the previous financial year, except as follows:
(a) Adoption of new and/or amended IFRSs and interpretations of the International Financial Reporting Interpretations Committee (IFRIC)
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In the year ended 31 December 2025, the following IFRSs, amendments and IFRIC interpretations were adopted by the Company:
Amendments to IAS 21 Lack of Exchangeability (issued on 15 August 2023 and effective for annual periods beginning on or after 1 January 2025). In August 2023, the IASB issued amendments to IAS 21 to help entities assess exchangeability between two currencies and determine the spot exchange rate, when exchangeability is lacking. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. When applying the new requirements, it is not permitted to restate comparative information. It is required to translate the affected amounts at estimated spot exchange rates at the date of initial application, with an adjustment to retained earnings or to the reserve for cumulative translation differences.
Based on the Group’s and the Company’s assessment, these amendments have no significant impact on the financial statements.
(b) Standards, amendments and interpretations endorsed by the European Union, but have not been early adopted by the Company and the Group:
Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (issued on 30 May 2024 and effective for annual periods beginning on or after 1 January 2026). On 30 May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to:
(a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
(b) clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
(c) add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
(d) update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
Based on the Group’s and the Company’s assessment, these amendments have no significant impact on the financial statements.
Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity(issued on 18 December 2024 and effective for annual periods beginning on or after 1 January 2026). The IASB issued amendments to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Current accounting requirements may not adequately capture how these contracts affect a company’s performance. To allow companies to better reflect these contracts in the financial statements, the IASB issued the related amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments. Disclosure. The targeted amendments include: (a) clarifying the application of the ‘own-use’ requirements; (b) permitting hedge accounting if these contracts are used as hedging instruments; and (c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
Based on the Company and the Group management’s assessment, these amendments have no significant impact on these financial statements.
IFRS 18 Presentation and Disclosures in Financial Statements (issued on 9 April 2024 and effective for annual periods beginning on or after 1 January 2027). In April 2024, the IASB has issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
the structure of the statement of profit or loss;
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures);
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information.
The Group’s and Company’s management is currently assessing the impact of IFRS 18 on the financial statements.
2.2.
Basis of consolidation
Subsidiaries
Subsidiaries are consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases. All intercompany transactions, balances and unrealised gains or losses on transactions between the Group companies are eliminated.
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The consolidated financial statements of the Group include EPSO-G and its subsidiaries. The financial statements of subsidiaries have been prepared using uniform accounting policies and for the same reporting period as that covered by the financial statements of the parent company.
Investments in associates and joint ventures
An associate is an entity over which the Group/Company has significant influence but no control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Significant influence generally accompanies a shareholding of between 20% and 50% of the voting rights.
In the consolidated financial statements, associates are accounted for using the equity method of accounting. Under the equity method, investments in associates or joint ventures are initially recognised at cost, and the carrying amount is subsequently increased or decreased by the post-acquisition change in the Group’s share of the associate’s and joint venture’s net assets, less any impairment of investments.
The Group’s share of the acquired associate’s post-acquisition profits or losses is recognised in profit or loss in the statement of comprehensive income, and the Group’s share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The carrying amounts of investments in associates are adjusted by these amounts.
Goodwill related to investments in associates is included in the carrying amount of the investment and it is evaluated for impairment as the part of the investment.
Losses of an associate in excess of the Group’s interest in that associate/joint venture, including any other unsecured receivables, are not recognised, unless the Group had incurred legal or constructive obligations or made payments on behalf of the associate.
Unrealised gain on transactions between the Group and associates is eliminated to the extent of the Group’s interest in the associate. Unrealised loss is also eliminated unless the transaction provides evidence of an impairment of assets transferred.
If the Group’s ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
Gains and losses on decrease in ownership interest in an associate are recognised in the statement of comprehensive income
2.3.
Investments in subsidiaries and associates in the Company’s separate financial statements
In the parent company’s financial statements, investments in subsidiaries are stated at cost less impairment, where the investment’s carrying amount in the parent’s statement of financial position exceeds its estimated recoverable amount.
2.4.
Property, plant and equipment and intangible assets
Property, plant and equipment
All property, plant and equipment is shown at revalued amounts, based on periodic (at least every 5 years) property valuations, less the amounts of accumulated depreciation, recognised grants and impairment losses.
Any accumulated depreciation and impairment losses at the date of revaluation are eliminated against gross carrying amount of the asset and net amount is restated to the revalued amount of the assets.
Increases in the carrying amount arising on the first revaluation of property, plant and equipment are credited to the revaluation reserve directly in equity and decreases are recognised in profit or loss. Decreases in the carrying amount arising on the subsequent revaluation of property, plant and equipment that offset previous increases of the same asset are charged against revaluation reserve directly in equity, and all other decreases are charged to the profit and loss account. Revaluation increases in the value of property plant and equipment that offset previous decreases are recognised in profit or loss.
All other increases in the carrying amount arising on subsequent revaluations of property, plant and equipment are credited to revaluation reserve. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the statement of comprehensive income and depreciation based on the asset’s original cost is transferred from revaluation reserve to retained earnings taking into account the effect of deferred income tax. After the sale or write-off of a property unit, any balance of the revaluation reserve related to this property is transferred to retained earnings.
Interest on targeted and general loans and other borrowing costs (such as the bank’s administration fee, etc.) are included in the acquisition cost of property, plant and equipment, if they are directly attributable to the acquisition of a qualifying asset. A qualifying asset is an asset that is developed on the basis of a project with the value of not less than EUR 1 million and that necessarily takes no less than 12 months to get ready for its intended use or sale. Borrowing costs that are attributable to the acquisition of a qualifying asset are capitalised as part of the cost of that asset. The capitalisation of borrowing costs is started when costs related to the production or acquisition of the qualifying asset are incurred (a prepayment is made or a payment for works is made according to the signed statement on the works carried out and their respective value) and ended when all the activities necessary for the preparation of the qualifying asset for its intended use or sale are substantially complete (a statement on the recognition of the construction as fit for use
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is signed). While determining the amount of borrowing costs eligible for the capitalisation of costs incurred in the acquisition of qualifying assets, the capitalisation rate is applied.
Variable payments that depend on future factors are not accounted for in the cost of property, plant and equipment nor liabilities, when the assets are ready for use in the manner intended by management. When, due to uncertainty, the fair value of the variable payments cannot be measured reliably at the time property, plant and equipment is recognised and the information about the value of the liabilities becomes available at a later date, the variable payment is recognised in profit or loss when the information about the value of the liability becomes available.
Prepayments for non-current assets are classified as non-current assets because they are used in long-term activities and are presented in the balance sheet line item “construction work in progress”.
Construction work in progress represents property, plant and equipment under construction. The cost of such assets includes design, construction works, plant and equipment being installed, and other directly attributable costs.
Property, plant, and equipment is recorded at acquisition (production) cost, less grants received/receivable for the acquisition of property, property, plant, and equipment. Grants comprise financing from the EU support funds, a portion of congestion management revenue designated for the financing of investments, payments for the expenses incurred during the connection of producers to the transmission network and performance of works for the relocation/reconstruction of the transmission network’s installations initiated by customers.
Intangible assets
Intangible assets are initially recognised at cost. Intangible assets are recognised only if they are expected to provide economic benefit to the Group and the Company in future periods and their cost can be measured reliably.
After initial recognition, intangible assets are carried at cost, less accumulated amortisation and accumulated impairment losses, if any.
Depreciation and amortisation
Depreciation/amortisation of property, plant and equipment and intangible assets, except land, construction work in progress and statutory servitudes, is calculated using the straight-line method over estimated useful lives of the asset. The estimated useful lives, residual values and depreciation/amortisation method are reviewed at each year-end to ensure that they are consistent with the expected pattern of economic benefits from these assets. The effect of changes in estimates, if any, is accounted for on a prospective basis.
Estimated useful lives of property, plant and equipment and intangible assets are as follows:
Categories of property, plant and equipment and intangible assets | Useful lives (in years) |
Buildings | 20–75 |
Structures and equipment | 18–70 |
Plant and machinery | 5–35 |
Vehicles | 4–10 |
Other property, plant and equipment | 3–10 |
Intangible assets, whereof: | 3–4 |
Statutory servitudes and protection zones of the transmission network | Not subject to amortisation |
Statutory servitudes and protection zones have an indefinite useful life because the right to use protection zones on the basis of servitude is unlimited in time.
Profit or loss resulting from sale of non-current assets is calculated as the difference between the proceeds from sale and the net book amount of the disposed asset and is recognised in profit or loss in the reporting year.
Subsequent repair costs are included in the asset’s carrying amount, only when it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are recognised as expenses in profit or loss in the period in which they are incurred.
2.5.
Impairment of property, plant and equipment and intangible assets
At each reporting date, the Group and the Company review the carrying amounts of their property, plant and equipment and intangible assets to determine whether there are any indications that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
The recoverable value is the higher of an asset’s fair value less costs to sell and the value in use. In assessing the value in use, the expected future cash flows are discounted to their present value using the discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
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If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable value. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a decrease of revaluation reserve.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as an increase in revaluation reserve (without exceeding the amount of previous impairment).
Each year, the Group and the Company estimate the recoverable amount of intangible assets with the indefinite life in order to estimate the impairment of such assets (if any).
2.6.
Right-of-use assets
Right-of-use assets are assets that the Group and the Company have the right to manage during the lease term. The Group and the Company recognise right-of-use assets for all types of leases, including the lease of a right-of-use asset in case of sublease, but excluding leases of intangible assets, short-term leases and leases of low value assets.
Initial measurement of right-of-use assets
At the commencement date, the Group and the Company measure right-of-use assets at cost, which consists of: the present value of the initial measurement of the lease liability, initial costs incurred directly attributable to the underlying asset, any lease payments at the commencement date, less any lease incentives.
Subsequent measurement of right-of-use assets
After the initial recognition, the Group and the Company apply a cost method for right-of-use assets: the carrying amount of the asset at the respective date is calculated as the difference between the acquisition cost and the accumulated depreciation, plus any subsequent adjustments for the remeasurement of lease liability.
The calculation of depreciation of right-of-use assets is started from the date on which the assets are transferred for the use (the commencement date) until the earlier of these dates: the end of the lease term and the end of the useful life.
The Company calculates depreciation of right-of-use assets using the following rates:
Land* | 99 years |
Buildings | 2- 10 years |
Vehicles | 2 - 4 years |
Other property, plant and equipment | 2 -3 years |
* The Group applies the portfolio method for the land lease agreements concluded with the municipalities not by auction, i.e. a set of the agreements of a respective Group company is accounted for as a single agreement due to similar criteria. Regardless of the remaining term of the land lease agreement, in accordance with the requirements of the legal acts, the agreements must be extended for as long as the facilities of the Group companies exist on the land plots. When assessing the flow generated by the infrastructure assets of the Group companies (for the calculation of the recoverable amount of assets), an infinite flow is projected as the ongoing reconstruction and repair works allow using the assets for a longer period than the established original depreciation rates. For this reason, the lease of land is subject to a substantially infinite rate corresponding to the original term of the agreement – 99 years.
2.7.
Inventories
Inventories are initially recorded at acquisition cost. Subsequent to initial recognition, inventories are stated at the lower of cost and net realisable value. Acquisition cost of inventories includes acquisition price and related taxes that are not subsequently recovered from tax administration authorities and costs associated with bringing inventory into their current condition and location. The acquisition cost of inventories (other than natural gas) is determined on the first-in, first-out (FIFO) basis. The cost of the remaining amount of natural gas is determined using the weighted average cost. Inventories that are no longer expected to be realised are written off. Net realisable value is the estimated selling price, less the estimated costs of completion and selling expenses.
2.8.
Financial assets and liabilities
Financial assets
The Group and the Company recognise a financial asset when they become a party to the contractual provisions of the instrument. Purchases and sales of financial assets are recognised using trade date accounting.
Classification and measurement
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On initial recognition, financial assets are classified based on the Group's business model for managing the financial assets and the contractual cash flow characteristics of the asset. Financial assets are classified into the following categories:
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Amortised cost – held to collect contractual cash flows that are solely payments of principal and interest (SPPI);
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Fair value through other comprehensive income (FVOCI) – held to both collect contractual cash flows (SPPI) and sell; or
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Fair value through profit or loss (FVTPL) – all other financial assets or those designated as such.
Initial measurement
Financial assets are initially measured at fair value plus transaction costs directly attributable to acquisition, except for FVTPL assets where transaction costs are expensed. Trade receivables without a significant financing component are measured at their transaction price.
Subsequent measurement
Financial assets at amortised cost are subsequently measured using the effective interest method, less expected credit losses. The Group's trade receivables, loans, and cash equivalents are measured at amortised cost.
Expected credit losses
The Group and the Company seek to recognise the expected credit losses for the period before the financial instrument becomes past due. Normally, credit risk increases significantly before a financial instrument becomes past due or other delay factors are observed from the debtor (such as restructuring, bankruptcy, other economic difficulties of a client, etc.). Therefore, if there is a considerable amount of cost or effort to obtain reasonable and reliable information that is more forward-looking than past due payments, it should be based on the assessment of credit risk changes.
Expected credit losses are recognised based on individually or collectively assessed credit risk of loans and trade receivables, the assessment of which is based on all reasonable and supportable information, including forward-looking information.
Lifetime expected credit losses of trade receivables are assessed taking into consideration the level of credit risk. The individual assessment basis is applied to debts with a high level of credit risk concentration or when there is a significant increase in the probability of credit losses. During the individual assessment, information on the credit history of a particular borrower, its financial position as at the date of assessment is analysed, 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 judgement on the recognition of lifetime expected credit losses in respect of that particular borrower.
Lifetime expected credit losses for loans receivable and trade receivables are accounted for through profit or loss using the contra account for doubtful receivables.
Loans receivable and trade receivables are written off when the Group and the Company lose the right to the contractual cash flows from the financial assets.
Financial liabilities, borrowings
Financial liabilities are recognised initially at fair value, less transaction costs.
In subsequent periods, financial liabilities are measured at amortised cost using the effective interest rate method. Interest expenses are recognised using the effective interest method.
If a financing agreement concluded before the date of the statement of financial position proves that the liability was non-current as of the date of the statement of financial position, such financial liability is classified as non-current.
Trade payables
Trade payables represent commitments to pay for goods and services acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if the term of their settlement is less than one year; otherwise, they are included in non-current liabilities.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.
2.9.
Grants
Grants are recognised when there is a reasonable assurance that the grant will be received and the Group entity will comply with all the conditions attaching to it.
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Asset-related grants
The government and the EU grants received in the form of non-current assets or designated for the purchase of non-current are treated as asset-related grants. These grants are accounted for by reducing by the carrying amount of respective property, plant and equipment. For the purpose of the statement of comprehensive income, grants are recorded by reducing the depreciation charge of the related asset over the expected useful life of the asset.
Public service obligations (PSO) funds allocated to the Group for the preparation and implementation of the strategic projects and a portion of congestion management revenue, which is used to finance investments agreed with the National Energy Regulatory Council (hereinafter the “Council”), are recognised as asset-related grants.
Grants received in advance related to the acquisition of non-current assets are stated as non-current liabilities until the moment of acquisition of such assets.
Grants receivable are included in other receivables when the agreement whereby the European Commission commits to finance the strategic projects provides firm evidence confirming that the financing will be received.
Income-related grants
Government and the European Union grants received as a compensation for the expenses or unearned income of the current or previous reporting period, also, all the grants, which are not grants related to assets, are considered as grants related to income. Income-related grants are recognised as used in parts to the extent of the expenses incurred during the reporting or prior periods or unearned income to be compensated by that grant.
Income-related grants are recognised in profit or loss by increasing other income over the period in which the grant is received or when there is reasonable assurance that the grant will be received and that the Company/the Group complies with the conditions for the allocation of the grant established in the grant agreement.
2.10.
Provisions
Provisions are recognised when the Group and the Company have a legal obligation or constructive commitment as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, the amount of provision is discounted using the effective pre-tax discount rate set based on the interest rates for the period and taking into account specific risks associated with the provision as appropriate. Where discounting is used, the increase in the provision due to the passage of time is recognised as borrowing costs. This increase is recognised as borrowing cost.
2.11.
Employee benefits
Pension benefits to employees of retirement age
According to the legal acts of the Republic of Lithuania, each employee leaving the Group and the Company at the retirement age is entitled to a one-off benefit. Employee benefit liability is recognised in the balance sheet and it reflects the present value of these benefits at the reporting date. The non-current liability for payments to employees at the date of the financial statements is estimated with reference to actuary valuations using the projected unit credit method. The present value of the defined non-current liability for payments to employees is determined by discounting the estimated future cash flows using the effective interest rates as set for government debentures denominated in a currency in which payments to employees are expected to be made and with maturity similar to that of the related liability.
2.12.
Lease liabilities
The Group and the Company as the lessees
Initial measurement of lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the incremental borrowing rate.
The incremental borrowing rate is determined by the rate at which the Group and the Company would be able to borrow funds for the purpose of acquiring certain assets for a respective period.
At the commencement date, the lease payments included in the measurement of lease liability comprise the following payments:
fixed payments less any lease incentives receivable;
variable lease payments that depend on an index or a rate;
amounts expected to be payable by the Group and the Company under residual value guarantees;
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the exercise price of the purchase option, if exercise of that option by the Company is reasonably certain;
fines for the termination of the lease, if it is assumed that the Group and the Company will exercise the option to terminate the lease during the lease term.
Subsequent measurement of lease liability
Subsequent to initial recognition, changes in the value of the Group’s and the Company’s lease liability are reflected by:
increasing the value of the liability by the amount of interest charged;
reducing the carrying amount by the lease payments made;
remeasuring the liability for lease modifications or revised payments.
The Group and the Company classifies assets as right-of-use assets by recognising under non-current assets in the statement of financial position, if the asset and lease contract meet all of the following criteria:
the lease is not a short-term (12 months or more) or short-term lease with a purchase option;
value of the leased item or group of items/underlying asset is not less than EUR 4,000 and therefore does not qualify as a lease of a low-value asset;
if the contract conveys the right to control the use of an identified asset for a period of time, i.e. to obtain economic benefits from use of the identified asset and to direct the use of the identified asset.
The Group and the Company present lease liabilities separately from other liabilities in the statement of financial position. Interest expense on the lease liability is presented separately from the depreciation charge for the right-of-use assets. The interest expense on the lease liability is a component of finance costs recognised in the statement of comprehensive income.
2.13.
Revenue recognition
Revenue from contracts with customers
The Group’s revenue is recognised according to a single, principles based five-step model that is applied to all contracts with customers. The Group recognises revenue from the provision of services in the reporting period during which the performance obligation is satisfied, i.e. the control of services or goods is transferred to the customer. This control may be transferred over time or at a point in time. For certain service contracts, revenue is recognised on the basis of the actual service provided before the end of the reporting period as part of the total services to be provided, as the customer benefits from and uses the services simultaneously.
Revenue from electricity transmission and related services
Revenue from contracts with customers comprises revenue from electricity transmission, ancillary services, trade in imbalance and balancing electricity and revenue from connection of new consumers and other related revenue.
Revenue from electricity transmission is revenue for the transmission of electricity via high-voltage facilities from producers to transmission network users, within the limit set by the agreement and calculated on the basis of monthly transmission reports with network users Prices of the electricity transmission services are regulated by the Council which establishes the upper limits of the prices for the transmission service. Specific prices and tariffs for the transmission services are established by the Group transmission systems operator’s Board within the limits approved by the Council. When establishing prices for the next year, deviations of the current year (the year not yet ended) and deviations of the previous year (the year that already ended) and various forecasts for the upcoming year are assessed, i.e. they increase or decrease the prices for the next year, i.e. the prices are not adjusted retrospectively. All possible price adjustments in the future periods for excess profit/higher loss incurred in the previous/current years are not treated as a variable part of the price under IFRS 15. Such decrease (due to excess profit earned) or increase (due to higher expenses incurred) in future revenue does meet the general accounting criteria for the recognition of liabilities or assets because it depends on the Group’s operations in the future and is treated as the regulated assets or liabilities and therefore, in the opinion of the Group’s management, it does not fall within the scope of IFRS 15.
Revenue from ancillary services is revenue for capacity reservation and non-frequency regulation services provided to transmission network users, ensuring reliable system operation, accounted for based on monthly transmission act data with network users. The Group purchases ancillary services from service providers (majority from producers), and subsequently provides these services to distribution system operators and other transmission network users (electricity consumers and producers) at prices set by VERT (National Energy Regulatory Council). The Group recognizes revenue on a gross basis, as it acts as the principal provider of ancillary services when delivering these services. The main sale contracts are signed for the term of one year and coincide with the reporting period. All subsequent value adjustments for previous periods are not made, and contract modifications are rare.
Revenue from trade in imbalance and balancing electricity is revenue for electricity energy provided to balance generation/import and demand/export, accounted for based on monthly balancing and imbalance act data with balancing service providers and balance responsible suppliers.
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In the accounting policy for balancing and imbalance transactions, the Groups's management made a significant judgment by determining that in balancing and imbalance electricity transactions, the Group acts in principal in accordance with IFRS 15, therefore income and expenses are recognized at gross value. It was also assessed that these transactions are concluded for the purpose of physically supplying electricity for the Group's ordinary activities and do not meet the definition of derivatives in accordance with IFRS 9. This accounting judgment has a significant impact on the recognition and presentation of income and expenses in the financial statements.
Revenue from natural gas transmission and related services
Revenue from system users for the natural gas transmission service is recognised on a monthly basis with reference to the available data on the natural gas quantities distributed to the system users connected to the distribution system and on the statements of transmitted natural gas signed with the system users, which are directly connected to the transmission system.
Revenue from natural gas transmission system balancing services consists of operational balancing revenue, transit flow balancing revenue, and system users balancing revenue.
In providing operational balancing and transit flow balancing services, the Group acts as principal. Acting as a principal is explained by the Group having control over the balancing gas before it is transferred, bearing inventory risk for gas volumes held in the system, having discretion in selecting balancing service providers, and retaining primary responsibility for ensuring the physical balance of transit flows across interconnection points.
In providing system user’s balancing services, the Group acts as an agent and reports net result of balancing gas sales and purchases and neutrality charge income and expenses. Acting as an agent in balancing gas purchase/sale transactions is explained by limited control of the balancing services and purchases of gas, absence of economic benefits, no discretion in establishing the price for the balancing services since the pricing is governed by law, inability to regulate demand, no discretion in choosing a counterparty. In addition, the activities of the Group’s TSO are not associated with trade in natural gas.
Revenue from construction, repair and technical maintenance services
Performance obligations arising from operation (repair and technical maintenance) contracts satisfy at least one of the following criteria for revenue recognition over time: a) the customer simultaneously receives and benefits from the service provided by the Group under this contract; b) the Group creates or improves an asset that the customer controls while the asset is being created or improved; or c) the Group does not create an asset that could be used alternatively and has an enforceable right to receive payment for the performance completed to a certain date
In contracts with customers where customers may apply default interest for delays in contract performance and deduct these amounts directly from payables for services, the Group considers whether the Group’s sales revenue should be reduced by a corresponding amount. In the event of expected/projected delays in projects, the Group assesses the amount of default interest the Group may be able to challenge before the customer (where the delays are related to third-party influence) and the amount of residual risk that remains with the Group. This remaining amount is assessed through project management processes and integrated into the process of updating project budgets.
Revenue from the biofuel exchange, thermal energy auctions, PSO and Emergency intervention funds administration
Biofuel trade transactions are made among the exchange participants, and the settlements among the participants are made directly. Fees approved by NERC for trade on the biofuel exchange are recognised by the Group as revenue. Such revenue is recognised at a point in time when the transaction is conducted.
Collected commissions according to the fees approved by the Group and agreed with NERC are recognised by the Group as revenue from the organisation of the timber auctions. Such revenue is recognised at a point in time when the transaction is conducted.
Collected commissions from the participants for actually conducted transactions according to the fees approved by the Group are recognised by the Group as revenue from the organisation of the thermal energy auctions. Such revenue is recognised at a point in time when the transaction is conducted.
When performing the function of the PSO funds and Emergency intervention administrator, the Group recognises as revenue only PSO funds allocated to the Group by NERC to cover PSO funds administration expenses.
Management services
The Company provides management services to its subsidiaries. The control of management services is transferred over time and, therefore, the Company satisfies a performance obligation, and revenue is recognised over time. The Company has concluded that it is the principal in its revenue arrangements For measuring a progress towards a complete satisfaction of a performance obligation, the Company applies a practical expedient allowed by IFRS 15. As the parent company has a right to a consideration from a customer in an amount that corresponds directly with the value to the customer of the performance completed to date, the parent company recognises
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revenue in the amount to which it has a right to invoice. The Company bills a fixed amount for each hour of service provided. The payment term is 30 days from the date of invoice issued for the services rendered in the past month. The contract has no significant financing component as there is no significant length of time between the payment and the transfer of services.
2.14.
Interest income
Interest income is recognised on the accrual basis taking into consideration the outstanding balance of debt and the applicable interest rate. Interest received is recorded in the statement of cash flows as cash flows from investing activities.
2.15.
Dividend income
Dividend income is recognised when the right to receive dividend payment is established.
2.16.
Income from other (non-operating) activities
Gain on disposal of property, plant and equipment, lease income, income from default charges and fines collected from the contractors as a result of late fulfilment of works, including property, plant and equipment under construction, are recognised by the Company as other income.
Default charges and fines collected from contractors as a result of late fulfilment of works are calculated upon the completion of a project or a stage thereof and upon notifying the supplier:
Where the penalty amount is certain and agreed, it is deducted from the cost of the related property, plant and equipment and offset against amounts payable to the supplier.
Where the penalty amount is contingent or disputed, it is recognised in profit or loss when the uncertainty is resolved, consistent with the Group's accounting policy on variable payments.
In case of a legal dispute over the amount of default charges or fines and when it is more likely than unlikely that the amounts will be reduced or annulled, provisions are recognised
2.17.
Congestion management funds/liabilities
The Group’s electricity transmission operator acquires the right to congestion management revenue when different electricity market prices occur in Lithuania, Sweden, Poland and Latvia as a result of insufficient capacity of electricity lines. Revenue that was received as a result of price differences at different bidding areas is distributed equally by the power exchange operator (Nord Pool AS) to the transmission system operators of the countries operating the interconnections.
Regulation (EU) No 2019/943 of the European Parliament and of the Council of 5 June 2019 on conditions for access to the network for cross-border exchanges in electricity stipulates that congestion management revenue may be used in the following order of priority:
When revenue is used for guaranteeing availability of the allocated capacity of the interconnections, it is recognised as income in the period during which the related expenses are incurred. In case of unplanned disconnection of the electricity interconnection and when the trade in the interconnection’s capacities has already been completed at the electricity exchange (i.e. when they have already been allocated), the operators of the line ensure that the capacities traded are available to the market participants. In such a case, the operators incur costs that arise as a result of the price difference between the price of electricity traded by the operators and the price of balancing and/or imbalance electricity purchased/sold by the Company.
When revenue is used for maintaining or increasing the interconnections’ capacities, congestion management revenue is accounted for using the accounting policies applicable to grants, i.e. initially congestion management revenue is recognised as liability and recorded by reducing the value of the asset concerned, and subsequently it is recognised by reducing depreciation expenses of the related asset over the useful life of that asset.
When revenue is used for reducing the tariff, revenue is recognised as income in the period during which the Company generates lower revenue due to lower tariffs and only in case when revenue cannot be efficiently used for the purposes set out in points (a) and/or (b). Subject to approval by the regulatory authorities of the Member States concerned, they may be used, up to a maximum amount to be decided by those regulatory authorities, as income to be taken into account by the regulatory authorities when approving the methodology for calculating network tariffs and/or fixing network tariffs.
In the statement of financial position, unused congestion management revenue is presented as non-current and current liabilities.
2.18.
Income tax
Income tax expense comprises the current income tax and deferred tax expense (income). Income tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case income tax is also recognised in other comprehensive income or directly in equity.
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Income tax
Income tax expenses for the current year are calculated on the current year profit before tax, as adjusted for certain non-deductible expenses/non-taxable income. Income tax is calculated using the tax rate effective as at the date of issue of the financial statements. Income tax rate was 16% in 2025. The corporate income tax rate of 17% is applied as of 2026.
The tax losses can be carried forward for indefinite period, except for the losses incurred as a result of disposal of securities and/or derivative financial instruments. Such carrying forward is disrupted if the Group changes its activities due to which these losses were incurred, except when the Group does not continue its activities due to reasons which do not depend on the Group itself. The losses from disposal of securities and/or derivative financial instruments can be carried forward for five consecutive years and only be used to reduce the taxable income earned from the transactions of the same nature. Tax losses carried forward can be used to reduce the taxable income earned during the reporting year by a maximum of 70%.
In accordance with the provisions of the legal acts, the Group companies transfer tax losses to other companies of the Group for a fee equal to 16% (until 2025) of the amount of tax losses.
The Group companies are entitled to tax reliefs for investments in qualifying assets. The Group accounts for such reliefs as tax credits, which means that the reliefs reduce the amount of tax payable and the current year’s tax expenses.
Deferred tax
Deferred taxes are calculated using the balance sheet liability method. Deferred tax assets and deferred tax liability are recognised for future tax purposes to reflect differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
The Group also recognises deferred tax assets for accumulated tax credits – the amounts of the unused investment relief which are expected to reduce income tax liability in the future. Deferred tax liabilities are recognised for all temporary differences that will subsequently increase taxable profit, and deferred tax assets are recognised to the extent to which they are expected to reduce taxable profit in the future. 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 tax assets are reviewed at each date of the financial statements and if it is not probable that the Group and the Company will generate sufficient taxable profit to realise these assets, they are reduced to the amount which is likely to reduce the taxable profit in future. Deferred tax assets and liabilities are estimated using the tax rate that has been applied when calculating income tax for the year when the related temporary differences are to be realised or settled.
Deferred tax assets and liabilities are offset only where they relate to income tax assessed by the same fiscal authority or where there is a legally enforceable right to offset current tax assets and current tax liabilities.
Current income tax and deferred income tax
Current income tax and deferred income tax are recognised as income or expenses and included in net profit or loss for the reporting period, except for the cases when tax arises from a transaction or event that is recognized directly in equity or in other comprehensive income, in which case taxes are also recorded in equity and other comprehensive income respectively.
2.19.
Cash flows
The Group and the Company report cash flows using the indirect method. Reporting of cash flows from operating activities based on the indirect method means that net profit/(loss) for the reporting period is adjusted for the effects of non-cash transactions, changes in working capital, and items associated with investing or financing activities, to arrive at net cash flows from operating activities.. Cash inflows and outflows from investing and financing activities for the reporting period are presented separately unless cash flows are presented on a net basis.
For the purpose of the Group‘s and the Company‘s financial statements, dividends paid are reported as cash flows of financing activities, whereas dividends received are reported as cash flows of investing activities.
For the purpose of the Group‘s and the Company‘s financial statements, interest paid is reported as cash flows of financing activities, whereas interest received is reported as cash flows of investing activities.
3.
Critical accounting estimates and judgements in applying accounting policies
The preparation of financial statements according to International Financial Reporting Standards requires management to make estimates and assumptions that affect the accounting policies applied, the reported amounts of assets, liabilities, income and expenses, and the disclosures of contingencies. Actual results may differ from those estimates. The significant management estimates and assumptions and the main sources for uncertainties used in the preparation of these financial statements that might cause substantial changes in the carrying amounts of the related assets and liabilities in the next financial year are presented below:
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Property, plant and equipment fair value assessment
As described in Note 7, the Group verified property, plant and equipment for consistent with the fair value measurement as at 31 December 2025. The determination of the assets’ fair value is mainly affected by assumptions used in assessing the transmission service income for the future periods. The assumptions used in determining the fair value of property, plant and equipment are described in more detail in the above-mentioned note.
Measurement of provisions
Provisions are reviewed by the Group at each date of the statement of financial position and adjusted to reflect the changes in circumstances and assumptions. If the amount of the provision is discounted, the amount reversed at each reporting period is equal to the discounting effect (interest expenses). If circumstance change and the provision is no longer necessary, the provision is reversed in the statement of profit or loss and other comprehensive income through the expense line item where it has been recorded initially at the time of establishment. The most significant provisions in the Group are provisions for litigations and claims. Information about the Group’s provisions and their movements disclosed in Note 28.
Impairment testing of investments in subsidiaries
The Company records investments in subsidiaries at cost less impairment. The Company assesses at each annual reporting date whether there is any indication that investments may be impaired. If such indications exist, the Company calculates impairment as the difference between the subsidiary’s carrying amount and its recoverable amount and records the result in profit or loss. The results of impairment tests for investments in subsidiaries are disclosed in Note 9.
Balancing and Imbalance Transactions
In selecting the accounting policy for balancing and imbalance transactions, the Group's management made a significant judgement by determining that the Group acts as a principal in balancing and imbalance electricity transactions in accordance with IFRS 15. Consequently, revenue and expenses are recognised on a gross basis. It was also assessed whether contractual volume flexibility and the ability to monetise excess quantities give rise to derivative financial instruments. These transactions are entered into for the purpose of physical delivery of electricity in the ordinary course of the Group's business and the relevant unit of account is considered to be the 15‑minute imbalance settlement period (ISP). As imbalance volumes are determined only when an imbalance actually arises in a specific 15‑minute interval and each imbalance is measured, priced, and settled separately for this ISP, there is no annual, monthly, or multi‑interval flexibility that system users can exercise for each such unit of account. As the accounting unit is the 15‑minute ISP, there is no volume flexibility at any moment or at the end of the year, and therefore no written option or other derivative feature exists within the balancing framework. Furthermore, balancing prices include no premium for flexibility and settlement is based on ISP‑specific activation prices and neutrality component, therefore these contracts do not meet the definition of derivative financial instruments under IFRS 9. This accounting policy judgment has a significant impact on the recognition and presentation of revenue and expenses in the financial statements.
The Group’s management made a significant judgment by determining that that Group acts as an agent in balancing gas purchase/sale transactions for system users (system users balancing services) and consequently, reports net result of balancing gas sales and purchases and neutrality charge income and expenses.
More information is in Note 2.13.
Financial Instruments – assessment
The Group assessed financial instruments to identify whether the rights and obligations to acquire or sell shares in Rheinmetall Defence Lietuva, UAB with pre-specified counterparties meet the definition of a derivative under IFRS 9 and IAS 32.
In 2024 the Group’s subsidiary, UAB EPSO-G Invest, along with its co-shareholders - Giraitės Ginkluotės Gamykla, AB and Rheinmetall Waffe Munition, GmbH - has entered into an agreement to establish a joint business arrangement, Rheinmetall Defence Lietuva, UAB. Simultaneously, they have agreed to certain rights and obligations to acquire or sell each other’s shares in Rheinmetall Defence Lietuva UAB, subject to various trigger events. These certain rights and obligations involve multiple underlying factors, that are specific to the parties of the contract, including, financial variables (changes in equity value and fair value) and non-financial variables (transaction-specific factors, such as various triggering events, e.g. breach of material obligations, liquidation or bankruptcy, completion of construction work, proposal of the management board to finance the company, termination of certain agreements). When such type of instruments have more than one underlying variable, with one underlying being a non-financial variable specific to one of the parties, then judgement is required in determining whether the instrument is a derivative. Since all rights and obligations to acquire or sell shares in Rheinmetall Defence Lithuania, UAB are specific to the parties of the contract and rely heavily on non-financial variables in contrast to financial variables, the Management of the Group concluded that those rights and obligations do not meet the definition of the derivative contracts under IFRS 9 and IAS 32 and shall not be recognised and accounted for as such.
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4.
Reclassification of comparative figures in the financial statements
During the current year, the Group and the Company enhanced the presentation of its statement of financial position by disaggregating certain line items to provide more transparent and granular information. Specifically, assets and liabilities have been separated into financial and non-financial categories. Comparative figures for the prior year have been reclassified accordingly to ensure consistency and comparability. These reclassifications have no impact on previously reported total assets, total liabilities, equity, or net income.
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2024 | 01/01/2024 | ||||
Group | Before reclassification | Reclassification effect | After recassification | Before reclassification | Reclassification effect | After recassification |
ASSETS | ||||||
Non-current assets | ||||||
Receivables after one year | 10 | (10) | - | 10 | (10) | - |
Other non-current financial assets | 1,153 | (1 153) | - | 166 | (166) | - |
Other financial assets at amortised cost | - | 10 | 10 | - | 10 | 10 |
Derivative assets at FVTPL | - | 1,153 | 1,153 | 166 | 166 | |
Total non-current assets | 1,163 | - | 1,163 | 176 | - | 176 |
Current assets | ||||||
Prepayments and contract assets | 5,852 | (5 852) | - | 6,148 | (6,148) | - |
Other receivables | 70,087 | (70 087) | - | 98,643 | (98,643) | - |
Other financial assets | 155,559 | (155 559) | - | 15,898 | (15,898) | - |
Contract assets | - | 2,330 | 2,330 | - | 2,607 | 2,607 |
Other financial assets at amortised cost | - | 156,568 | 156,568 | - | 22,027 | 22,027 |
Other non-financial assets | - | 72,600 | 72,600 | - | 96,055 | 96,055 |
Total current assets | 231,498 | - | 231,498 | 120,689 | - | 120,689 |
TOTAL ASSETS | 232,661 | - | 232,661 | 120,865 | - | 120,865 |
Non-current liabilities | ||||||
Other non-current payables and liabilities | 16,315 | (16 315) | - | 3,411 | (3,411) | - |
Other non-financial liabilities | - | 16,315 | 16,315 | - | 3,126 | 3,126 |
Other financial liabilities at amortised cost | - | - | - | - | 285 | 285 |
Total non-current liabilities | 16,315 | - | 16,315 | 3,411 | - | 3,411 |
Current liabilities | ||||||
Prepayments received | 15,436 | (15 436) | - | 44,412 | (44,412) | - |
Other current payables and liabilities | 109,093 | (109 093) | - | 131,818 | (131,818) | - |
Other financial liabilities at amortised cost | - | 44,526 | 44,526 | - | 46,912 | 46,912 |
Other non-financial liabilities | - | 79,349 | 79,349 | - | 129,152 | 129,152 |
Derivative liabilities at FVTPL | - | 654 | 654 | - | 166 | 166 |
Total current liabilities | 124,529 | - | 124,529 | 176,230 | - | 176,230 |
TOTAL LIABILITIES | 140,844 | - | 140,844 | 179,641 | - | 179,641 |
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(All amounts are in EUR thousand unless otherwise stated) | 31/12/2024 | 01/01/2024 | ||||
Company | Before restatement | Reclassification effect | After reclassification | Before reclassification | Reclassification effect | After reclassification |
ASSETS | ||||||
Current assets | ||||||
Prepayments and contract assets | 42 | (42) | - | 69 | (69) | - |
Other receivables | 33,178 | (33,178) | - | 46,225 | (46,225) | - |
Other financial assets | 135,000 | (135,000) | - | - | - | - |
Other financial assets at amortised cost | - | 168,176 | 168,176 | - | 46,225 | 46,225 |
Other non-financial assets | - | 44 | 44 | - | 69 | 69 |
Total current assets | 168,220 | - | 168,220 | 46,294 | - | 46,294 |
Current liabilities | ||||||
Other current payables and liabilities | 1,089 | (1 089) | - | 924 | (924) | - |
Other non-financial liabilities | - | 1,089 | 1,089 | - | 734 | 734 |
Other financial liabilities at amortised cost | - | - | - | - | 190 | 190 |
Total current liabilities | 1,089 | - | 1,089 | 924 | - | 924 |
5.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Group’s 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.
Management assesses the Group’s performance based on three business segments which are consistent with the operational goals stipulated in the Group’s strategy:
The electricity transmission segment comprises the activities conducted by LITGRID AB;
The natural gas transmission segment comprises the activities conducted by Amber Grid AB;
These operating segments are presented together as "All other segments": activities conducted by Baltpool UAB, an energy sources exchange operator;
activities conducted by TETAS UAB, an energy facilities construction and contracting company;
activities conducted by Energy Cells UAB, an operator of electricity storage system;
activities of EPSO-G Invest which is mandated to carry out project and investment management;
activities conducted by parent company EPSO-G UAB.
The individual operating segments comprising 'All other segments' do not meet any of the quantitative thresholds specified in IFRS 8.13, as their revenue, profit measure (EBITDA), and total assets each fall below 10% of the respective consolidated totals for all operating segments. Accordingly, these segments are presented together as 'All other segments' in accordance with IFRS 8.
The Group has a single geographical segment – the Republic of Lithuania. The Group’s operations in foreign countries are insignificant for the Group.
The Group uses certain alternative performance measures (non-GAAP measures) that are not defined under IFRS to provide additional information on financial performance.
The key performance indicators are profit before interest, taxes, depreciation (amortisation), loss on impairment and write-off of property, plant and equipment (EBITDA), profit before interest and taxed (EBIT), net profit, operating expenses (excluding electricity, gas and related expenses). These indicators are calculated on the basis of data reported in the financial statements.
Management uses EBITDA to evaluate the Group's core operating performance and cash-generating ability, excluding the effects of financing decisions, tax environments, and non-cash charges. It provides a useful measure for comparing operating performance across periods.
EBIT is used to assess operating profitability before the impact of financing structure and taxation, providing insight into the operational efficiency of the business.
The Board also monitors adjusted performance indicators, i.e. adjusted EBITDA, which is non-IFRS, and non-GAAP alternative performance measure. Adjustments include temporary regulatory differences resulting from the Council’s decisions. All adjustments may have both positive and negative impact on the reporting period results. In Board’s view, adjusted EBITDA more accurately presents the Group’s performance, adjusted for the effect of regulation during the reporting period.
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Management also analyses investments and net debt of each individual segment.
In 2025, revenue from the Lithuanian customers accounted for 89% of the total revenue (2024: 87%).
The table below contains the Group’s information on segments for the year ended 31 December 2025:
(All amounts are in EUR thousand unless otherwise stated) | Transmission of electricity | Transmission of natural gas | All other segments | Elimination of intersegment transactions | Total |
Revenue and other income | 431,082 | 69,716 | 68,138 | (36,413) | 532,523 |
Purchase of electricity and natural gas* | (328,957) | (15,052) | (927) | 5,950 | (338,986) |
Purchase of contracting services | - | - | (22,701) | 11,157 | (11,544) |
Wages and salaries, and related expenses | (24,187) | (17,290) | (24,356) | 4,017 | (61,816) |
Repair and maintenance services | (11,462) | (3,525) | (1,618) | 4,517 | (12,088) |
Other expenses | (17,558) | (16,530) | (9,918) | 6,083 | (37,923) |
EBITDA | 48,918 | 17,319 | 8,618 | (4,689) | 70,166 |
Adjusted EBITDA | 53,046 | 27,436 | 897 | (4,689) | 76,690 |
Temporary regulatory differences for previous periods | 8,444 | 4,621 | - | - | 13,065 |
Temporary regulatory differences for reporting period | (4,316) | 5,496 | (7,721) | - | (6,541) |
Overall effect of management’s adjustments on EBITDA | 4,128 | 10,117 | (7,721) | - | 6,524 |
Reconciliation of EBITDA, and Operating profit (EBIT) and net profit/loss | - | - | - | - | - |
Depreciation and amortisation | (23,341) | (14,669) | (3,125) | - | (41,135) |
Gain (loss) on derivatives | - | - | - | - | |
Other gain (losses) | - | 178 | - | 178 | |
Loss on impairment and write-off of non-current assets | (1,172) | (23) | (13) | - | (1,208) |
Operating profit (EBIT) | 24,405 | 2,805 | 5,480 | (4,689) | 28,001 |
Finance income/ costs, net | 3,394 | (2,064) | (1,978) | (3) | (651) |
Income tax | 6,391 | 195 | 363 | - | 6,949 |
Share of results of associates | 31 | 424 | 3,021 | - | 3,476 |
Net profit (loss) | 34,221 | 1,360 | 6,886 | (4,692) | 37,775 |
Total assets | 816,412 | 324,739 | 764,109 | (656,997) | 1,248,263 |
Net financial debt | (26,548) | (126,401) | (192,163) | 255,291 | (89,821) |
Investments (additions of property, plant and equipment and intangible assets) | (191,709) | (21,782) | (1,409) | 3,780 | (211,120) |
* Includes impact of changes in gas inventory balances
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The table below contains the Group’s information on segments for the period ended 31 December 2024:
(All amounts are in EUR thousands unless otherwise stated) | Transmission of electricity | Transmission of natural gas | All other segments | Elimination of intersegment transactions | Total |
Revenue and other income | 378,326 | 74,584 | 59,873 | (31,895) | 480,888 |
Dividend income | - | - | 50,632 | (50,632) | - |
Purchase of electricity and natural gas* | (271,579) | (16,509) | (1,239) | 7,847 | (281,480) |
Purchase of contracting services | - | - | (26,916) | 13,693 | (13,223) |
Wages and salaries, and related expenses | (20,579) | (15,501) | (22,861) | 3,197 | (55,744) |
Repair and maintenance services | (10,281) | (2,612) | (2,354) | 5,204 | (10,043) |
Other expenses | (15,303) | (13,435) | (5,225) | (1,223) | (35,186) |
EBITDA | 60,584 | 26,527 | 51,910 | (53,809) | 85,212 |
Adjusted EBITDA | 47,553 | 27,373 | 51,910 | (53,809) | 73,027 |
Temporary regulatory differences for previous periods | 13,100 | 2,006 | - | - | 15,106 |
Temporary regulatory differences for reporting period | (26,131) | (1,160) | - | - | (27,291) |
Overall effect of management’s adjustments on EBITDA | (13,031) | 846 | - | - | (12,185) |
Reconciliation of EBITDA and net profit/loss | (23,215) | (15,339) | (2,030) | - | (40,387) |
Depreciation and amortisation | (22,562) | (14,932) | (2,893) | - | (40,387) |
Result on derivatives | - | (364) | 863 | - | 499 |
Loss on impairment and write-off of non-current assets | (653) | (43) | - | - | (696) |
Operating profit (EBIT) | 37,369 | 11,188 | 49,880 | (53,809) | 44,628 |
Finance expenses, net | 5,758 | (2,166) | (3,691) | - | (99) |
Income tax | 5,901 | (1,196) | 1,348 | - | 6,053 |
Share of results of associates | - | 480 | 3,825 | - | 4,305 |
Net profit (loss) | 49,028 | 8,306 | 51,362 | (53,809) | 54,887 |
Total assets | 820,320 | 327,196 | 739,849 | (679,585) | 1 207 780 |
Net financial debt | (33,124) | (83,346) | (141,838) | 323,170 | 64,862 |
Investments (additions of property, plant and equipment and intangible assets) | (232,611) | (6,405) | (656) | 3,599 | (236,073) |
* Includes impact of changes in gas inventory balances
The Group’s revenue from the major clients in 2025:
(All amounts are in EUR thousand unless otherwise stated) | 2025 | |
Company name | Negative revenue | Revenue |
Energijos Skirstymo Operatorius AB | (4) | 272,693 |
Ignitis UAB | - | 44,070 |
Ignitis Gamyba AB | (10,011) | 3,765 |
Total revenue from major customers: | (10 015) | 320,528 |
The Group’s revenue from the major clients in 2024:
(All amounts are in EUR thousand unless otherwise stated) | 2024 | |
Company name | Negative revenue | Revenue |
Energijos Skirstymo Operatorius AB | - | 259,132 |
Ignitis UAB | (866) | 29,007 |
Ignitis Gamyba AB | (2,482) | 6,676 |
Total revenue from major customers: | (3,348) | 294,815 |
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6.
Intangible assets
(All amounts are in EUR thousand unless otherwise stated) | ||||||
Group | Goodwill | Patents and licences | Computer software | Other intangible assets | Statutory servitudes and protection zones | Total |
Net book amount as at 1 January 2024 | 61 | 884 | 3,888 | 247 | 3,095 | 8,175 |
Additions | - | 49 | 2,577 | 21 | - | 2,647 |
Value adjustment | - | - | - | - | (438) | (438) |
Write-offs | - | - | (12) | - | - | (12) |
Reclassification with PP&E | - | 344 | (207) | - | - | 137 |
Reclassification between categories | - | - | - | - | - | - |
Off-set of grants against non-current assets (Note 21) | - | (344) | (1,567) | - | - | (1,911) |
Amortisation | - | (422) | (1,180) | (110) | - | (1,712) |
Net book amount as at 31 December 2024 | 61 | 511 | 3,499 | 158 | 2,657 | 6,886 |
Acquisition cost | 61 | 1,889 | 13,784 | 603 | 2,657 | 18,994 |
Accumulated amortisation | - | (1,378) | (10,066) | (419) | - | (11,863) |
Accumulated impairment | - | - | (219) | (26) | - | (245) |
Net book amount as at 31 December 2024 | 61 | 511 | 3,499 | 158 | 2,657 | 6,886 |
Net book amount as at 1 January 2025 | 61 | 511 | 3,499 | 158 | 2,657 | 6,886 |
Additions | - | 131 | 1,610 | 1,913 | 232 | 3,886 |
Value adjustment | - | - | - | - | 77 | 77 |
Write-offs | - | - | (89) | - | - | (89) |
Reclassification from PP&E | - | - | - | (236) | - | (236) |
Reclassification between categories | - | 9 | (145) | 131 | - | (5) |
Grants offset with intangible assets (Note 21) | - | - | - | (1,171) | - | (1,171) |
Amortisation | - | (421) | (942) | (78) | - | (1,441) |
Net book amount as at 31 December 2025 | 61 | 230 | 3,934 | 717 | 2,965 | 7,907 |
Acquisition cost | 61 | 2,009 | 14,540 | 1,240 | 2,965 | 20,815 |
Accumulated amortisation | - | (1,779) | (10,606) | (523) | - | (12,908) |
Net book amount as at 31 December 2025 | 61 | 230 | 3,934 | 717 | 2,965 | 7,907 |
Intangible assets are carried at cost, less accumulated amortisation and accumulated impairment losses, if any.
As at 31 December 2025, following the reassessment of the assumptions for the provisions for statutory servitudes and protection zones (Note 28), changes in the regulatory framework for protection zones and differences between the values of forecast and actual services acquired, the provision and related intangible assets as at 31 December 2025 were increased by EUR 77 thousand.
As at 31 December 2025, the net book amount of the Company’s intangible assets amounted to EUR 68 thousand (as at 31 December 2024, EUR 56 thousand).
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7.
Property, plant and equipment
Group | Land | Buildings | Structures and equipment | Vehicles | Other property, plant and equipment | Construction in progress | Total |
Net book amount as at 31 December 2023 | 691 | 28,155 | 564,847 | 1,588 | 16,477 | 95,471 | 707,229 |
Additions | - | 556 | 25,053 | 226 | 6,317 | 210,598 | 242,750 |
Prepayments for PP&E | - | - | - | - | - | (9,324) | (9,324) |
Sales | - | - | - | - | (2) | - | (2) |
Write-offs | - | (2) | (1,611) | (2) | (3) | (92) | (1,710) |
Impairment loss | - | - | (480) | - | - | - | (480) |
Reversal of impairment | - | - | (22) | - | - | - | (22) |
Reclassification to/from inventories | - | 35 | 70 | (62) | (100) | 845 | 788 |
Reclassification between categories | - | 7,062 | 55,216 | - | 4,515 | (66,683) | 110 |
Reclassification (from intangible assets) | - | - | - | - | 142 | (279) | (137) |
Off-set of grants against non-current assets (Note 21) | - | (552) | (23,561) | - | (1,130) | (131,817) | (157,060) |
Depreciation | - | (1,062) | (30,535) | (433) | (4,266) | - | (36,296) |
Net book amount as at 31 December 2024 | 691 | 34,192 | 588,977 | 1,317 | 21,950 | 98,719 | 745,846 |
Acquisition/revaluation amount | 691 | 35,244 | 619,842 | 1,778 | 26,325 | 98,719 | 782,599 |
Accumulated depreciation after revaluation | - | (1,052) | (30,385) | (461) | (4,375) | - | (36,273) |
Accumulated depreciation | - | - | (480) | - | - | - | (480) |
Net book amount as at 31 December 2024 | 691 | 34,192 | 588,977 | 1,317 | 21,950 | 98,719 | 745,846 |
Additions | - | 1,672 | 23,488 | 1,175 | 15,924 | 155,577 | 197,836 |
Change in prepayments for PP&E | - | - | - | - | - | 9,398 | 9,398 |
Sales | - | - | - | (14) | (1) | - | (15) |
Write-offs | - | - | (713) | - | (452) | (37) | (1,202) |
Impairment loss | - | - | - | - | - | - | - |
Reversal of impairment | - | - | - | - | - | 17 | 17 |
Reclassification between categories | - | 4,521 | 76,145 | - | 3,306 | (83,972) | - |
Reclassified to/from assets held for sale | - | - | - | - | - | - | |
Reclassification to/from inventories | - | - | (260) | - | (104) | (2) | (366) |
Reclassification to intangible assets | - | 74 | (74) | - | - | 236 | 236 |
Reclassification from right-of-use assets | - | - | 127 | - | - | - | 127 |
Off-set of grants against non-current assets (Note 21) | - | (1,672) | (22,201) | - | (833) | (60,840) | (85,546) |
Depreciation | - | (1,293) | (30,303) | (389) | (5,050) | - | (37,035) |
Net book amount at 31 December 2025 | 691 | 37,493 | 635,186 | 2,089 | 34,741 | 119,096 | 829,296 |
Acquisition/revaluation amount | 691 | 39,850 | 697,042 | 2,759 | 43,581 | 119,096 | 903,019 |
Accumulated depreciation after revaluation | - | (2,357) | (61,376) | (670) | (8,840) | - | (73,243) |
Accumulated impairment | - | - | (480) | - | - | - | (480) |
Net book amount as at 31 December 2025 | 691 | 37,493 | 635,186 | 2,089 | 34,741 | 119,096 | 829,296 |
Prepayments for property, plant, equipment (PPE), included in the “Construction work in progress”:
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Opening carrying amount | 8,401 | 17,725 |
Prepayments paid for PPE over the period | 17,513 | 2,585 |
Transfer to construction work in progress | (8,115) | (11,909) |
Closing carrying amount | 17,799 | 8,401 |
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In 2025, the Group capitalised EUR 79 thousand of interest at a rate of 3.14% (in 2024, it did not capitalise any interest on property, plant and equipment).
The Group’s property, plant, and equipment is accounted for at a revalued amount. The last revaluation of property, plant and equipment was carried out in 2023. The Group considered external and internal factors that could have an impact on the impairment of property, plant and equipment as at 31 December 2025. During 2025, no significant negative changes in the economic, market, or regulatory environment were identified in any of the above segments. Also, no other significant internal or external circumstances were identified that could indicate potential impairment of property, plant and equipment.
Nonetheless, the Group calculated the recoverable amount of the property, plant, and equipment using a discounted cash flow technique. The test was performed at the level of cash generating unit (CGU) which is represented by the assets of the gas transmission network and electricity transmission network managed by the Group companies.
The test identified that the carrying amount of the assets within the materiality limits of both segments corresponds to their value in use, therefore, as at 31 December 2025, no adjustments were made to the value of property, plant, and equipment.
Below are the key assumptions used in measurements for electricity transmission segment and natural gas transmission segments.
Key assumptions used in the calculation of the value in use of assets of natural gas transmission system operator as at 31 December 2025 were as follows:
a post-tax discount rate of 4.8% that correspond to the pre-tax discount rate of 5.7% and is close to the return on investments set by NERC for 2025;
cash flows projected until 2031 in accordance with the Methodology for Determining Revenue From and Prices for Regulated Natural Gas Transmission Activities approved by NERC, and the financial plans approved by management;
capital investments assessed under the updated natural gas transmission system operator’s 10-Year Investment Plan;
a terminal value was calculated at a 0% growth rate, which is considered reasonable due to the nature of the regulated activity, and its stability.
Key assumptions used in the calculation of the value in use of assets of electricity transmission system operator as at 31 December 2025 were as follows:
The updated Long -Run Average Incremental Cost (LRAIC) model for the establishment of the regulated asset base and the cost of capital is applied in the regulatory pricing from 2022. The cost of capital comprises depreciation expenses of the regulated assets and return on investments, which is calculated by multiplying the regulated asset base by the rate of return on investments. Over the regulatory period of five years, the cost of assets under optimisation (planned to be restored) is determined using the present (restored) value and investments in the optimised assets over the regulatory period of five years are consistent with the value of assets being restored, which is calculated under the LRAIC model. The cost of capital of the assets that are not optimised is determined using the historical value. Furthermore, taking into consideration available financing sources and aiming to retain a sustainable level of the Company’s debt, an additional component was established for the financing of investments increasing the level of revenue from the regulated activities.
The amounts of investments until 2031 are used from the ten-year investment plan adjusted for actual data, which excludes all development investments.
All operating expenses attributable to the regulated activities are compensated through transmission revenue, except for the compensation of remuneration expenses, the compensation assumption of which is 98%.
The calculation of cash flows for 2026-2027 reflects a difference between the permitted and actual return on transmission investments for 2023-2025, including efficient saving of operating expense to maximise the permitted return on investments (a regulatory surplus to be repaid through a lower transmission price and revenue), and the refund of the result of ancillary services in excess of the amount permitted by NERC to the network consumers (a lower component of ancillary services and revenue), and system balancing loss (to be refunded through a higher neutrality component of the imbalance price and higher revenue from imbalance services).
The rate of return on investments (pre-tax ROI) was set at 5.65% for 2026 (corresponds to a 4.69% post-tax) and, as of 2027, it is equated to the discount rate of 6.37% (corresponds to a 5.28% post-tax WACC). In the calculations of the asset value as at 31 December 2024, the rate of return on investments (pre-tax ROI) was set at 5.72% for 2025-2026 (corresponds to a 4.86% post-tax), and, as of 2027 it is equated to the discount rate of 5.26% (corresponds to a 4.47% post-tax WACC).
Net cash flows from assets were discounted using the discount rate (post-tax WACC) of 5.28% calculated by the Company. (as at 31 December 2024, net cash flows from assets were discounted using the discount rate (post-tax WACC) of 4.47% calculated by the Company).
The table below presents the net book amounts of the Group’s property, plant and equipment, which would have been recognised had the historical cost method been used, less grants received and negative revaluations that would be treated as an impairment equivalent, as at 31 December 2025 and 31 December 2024:
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(All amounts are in EUR thousand unless otherwise stated) | Land | Buildings | Structures and equipment | Transport | Other property, plant and equipment | Construction in progress | Total |
31/12/2025 | 682 | 35,900 | 609,312 | 1,886 | 34,655 | 113,253 | 795,688 |
31/12/2024 | 682 | 32,549 | 562,227 | 1,012 | 21,818 | 81,782 | 700,070 |
Had the value of the Group’s property, plant and equipment not been reduced by the amount of grants, its carrying amount would have been EUR 859,535 thousand higher as at 31 December 2025 (EUR 802,140 thousand as at 31 December 2024). The following table shows information on property, plant and equipment, the value of which was reduced by the amount of grants received/receivable:
All amounts are in EUR thousand unless otherwise stated | 31/12/2025 | 31/12/2024 |
Opening carrying amount | 802,140 | 672,846 |
Additions | 85,546 | 157,060 |
Depreciation | (28,138) | (27,749) |
Write-off | (13) | (17) |
Closing carrying amount | 859,535 | 802,140 |
As at 31 December 2025, the Group had commitments to acquire property, plant and equipment to be fulfilled in the upcoming periods for the amount of EUR 37 million (31 December 2024: EUR 171 million).
As at 31 December 2025, the Company’s property, plant and equipment amounted to EUR 63 thousand, as at 31 December 2024 – EUR 69 thousand. The Company’s other property, plant and equipment comprised computer hardware and furniture.
8.
Right-of-use-assets
Group | Land | Buildings | Vehicles | Total |
Net book amount as at 1 January 2024 | 5,832 | 2,577 | 2,401 | 10,810 |
New contracts | - | 222 | 2,469 | 2,691 |
Indexation | (25) | 530 | 87 | 592 |
Reclassification to /from PP&E | (110) | (110) | ||
Depreciation | (62) | (746) | (1,571) | (2,379) |
Net book amount as at 31 December 2024 | 5,745 | 2,583 | 3,276 | 11,604 |
Acquisition cost | 6,106 | 5,053 | 7,006 | 18,165 |
Accumulated depreciation | (361) | (2,470) | (3,730) | (6,561) |
Net book amount as at 31 December 2024 | 5,745 | 2,583 | 3,276 | 11,604 |
New contracts | - | 429 | 993 | 1,422 |
Reclassification to /from PP&E | - | - | (127) | (127) |
Write-offs | (3) | (6) | (9) | |
Indexation/Modification | - | 55 | (56) | (1) |
Depreciation | (62) | (786) | (1,811) | (2,659) |
Net book amount as at 31 December 2025 | 5,683 | 2,279 | 2,268 | 10,230 |
Acquisition cost | 6,106 | 5,434 | 7,529 | 19,069 |
Accumulated depreciation | (423) | (3,156) | (5,261) | (8,839) |
Net book amount as at 31 December 2025 | 5,683 | 2,279 | 2,268 | 10,230 |
Company | Land | Buildings | Vehicles | Total |
Net book amount as at 1 January 2024 | 608 | 86 | 694 | |
Depreciation | (126) | (31) | (157) | |
Net book amount as at 31 December 2024 | 482 | 55 | 537 | |
Acquisition cost | 629 | 125 | 754 | |
Accumulated depreciation | (147) | (70) | (217) | |
Net book amount as at 31 December 2024 | 482 | 55 | 537 | |
Indexation | 12 | - | 12 | |
Depreciation | (129) | (31) | (160) | |
Net book amount as at 31 December 2025 | 365 | 24 | 389 | |
Acquisition cost | 641 | 125 | 766 | |
Accumulated depreciation | (276) | (101) | (377) | |
Net book amount as at 31 December 2025 | 365 | 24 | 389 |
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As at 31 December 2025, the increases in the Group’s right-of-use assets were due conclusion of new contracts for the lease of new office premises, vehicles and equipment.
9.
Investments in subsidiaries and associates
As at 31 December 2025 and 31 December 2024, the Company had a shareholding in the following Group companies:
Group companies | Acquisition cost | Impairment | Carrying amount | Shareholding (%) |
2025-12-31 | ||||
Subsidiaries | ||||
Litgrid AB | 217,215 | - | 217,215 | 98% |
Amber Grid AB | 126,528 | - | 126,528 | 97% |
Baltpool UAB | 388 | - | 388 | 67% |
TETAS UAB | 16,150 | (11 130) | 5,020 | 100% |
Energy Cells UAB | 2,375 | - | 2,375 | 100% |
EPSO-G Invest UAB | 37,268 | - | 37,268 | 51% |
Total: | 399,924 | (11 130) | 388,794 | |
Associates | ||||
TSO Holding AS* | 13,830 | - | 13,830 | 39.6% |
2024-12-31 | ||||
Subsidiaries | ||||
Litgrid AB | 217,215 | - | 217,215 | 98% |
Amber Grid AB | 126,528 | - | 126,528 | 97% |
Baltpool UAB | 388 | - | 388 | 67% |
TETAS UAB | 16,150 | (11,130) | 5,020 | 100% |
Energy Cells UAB | 2,375 | - | 2,375 | 100% |
EPSO-G Invest UAB | 953 | - | 953 | 51% |
Total: | 363,609 | (11,130) | 352,479 | |
Associates | ||||
TSO Holding AS | 13,830 | - | 13,830 | 39.6% |
On 18 July 2024, the Company established a new 100% controlled subsidiary EPSO-G Invest UAB. The sole activity of EPSO-G Invest UAB is its investment in the associate Rheinmetall Defence Lietuva UAB (RDL). Following the Company’s decision of 13 December 2024 to increase the issued capital of this company, 49% of its shares were acquired by Valstybės Investicinis Kapitalas UAB. The Company remains the controlling shareholder with a 51% shareholding in EPSO-G Invest UAB.
In 2025 Company additionally invested EUR 36,315 thousand in EPSO-G Invest UAB by paying newly issued emission of shares., VIKA also invested by paying EUR 35,828 thousand the residual value of emission. The Company remains the controlling shareholder with a 51% shareholding and EUR 37,268 thousand total investment value in EPSO-G Invest UAB and VIKA with 49% non-controlling interest in shares
Impairment testing of investments in subsidiaries
As at 31 December 2025, the Company identified indications of impairments and tested its subsidiary TETAS UAB for impairment. Although the estimated recoverable amount of TETAS as at 31 December 2025 exceeded the carrying value , the Company’s management believes that the impairment charge recognised in previous years should not be reversed, as improving performance of TETAS still represents short-term prospects and the difference in value is not material. During the impairment testing as at 31 December 2024, the recoverable amount was determined to be 10% higher than the carrying amount, and, due to improved performance in the short-term, the impairment was not reversed.
In testing the investment in TETAS for impairment as at 31 December 2025 and 2024, the Company applied the discounted cash flow method and used the following key assumptions:
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five-year cash flow forecasts until 2030 (2024: cash flow forecast until 2029);
a 2.0% projected cash flow growth rate in the period (beyond 2030) of continuing operations (2024: 2.0%);
a 11.49% discount rate (post-tax) was used to calculate discounted cash flows (2024: 11.81%);
The Company also assessed the investments in the subsidiaries Litgrid, Amber Grid, Energy Cells and EPSO-G Invest for indicators of impairment. As at 31 December 2025 and 2024, there were no indicators of impairment, as the net asset value of the subsidiaries in question, attributable to interest of the Company, is higher than the carrying amount.
Presented below is the summarised statement of financial position of the Group companies with a significant non-controlling interest as at 31 December 2025 and 2024.
(All amounts are in EUR thousand unless otherwise stated) | Current assets and liabilities | Non-current assets and liabilities | Net assets | Net assets attributable to non-controlling interest | ||||
Company name | Assets | Liabilities | Total net current assets | Assets | Liabilities | Total net non-current assets | ||
31/12/2025 | ||||||||
Litgrid AB | 262,794 | 202,239 | 60,555 | 553,618 | 346,696 | 206,922 | 267,477 | 6,681 |
AB Amber grid | 29,862 | 53,296 | (23,434) | 294,877 | 105,166 | 189,711 | 166,277 | 5,689 |
EPSO-G Invest UAB | 398 | 18 | 380 | 73,056 | - | 73,061 | 73,441 | 36,231 |
Other non-controlling interest | 37 | |||||||
Total | 48,638 | |||||||
31/12/2024 | ||||||||
Litgrid AB | 353,059 | 211,399 | 141,660 | 467,261 | 350,726 | 116,535 | 258,195 | 6,448 |
AB Amber grid | 35,307 | 90,126 | (54,819) | 291,889 | 61,441 | 230,448 | 175,629 | 6,009 |
EPSO-G Invest UAB | 1,354 | 17 | 1,337 | - | - | - | 1,337 | 422 |
Other non-controlling interest | 65 | |||||||
Total | 12,944 | |||||||
Presented below is the summarised statement of comprehensive income of the Group companies with significant non-controlling interest for 2025 and 2024.
(All amounts are in EUR thousand unless otherwise stated) | ||||||
Company name | Revenue | Profit (loss) before income tax | Income tax (expense) benefit | Total comprehensive income | Comprehensive income attributable to non-controlling interest | Dividends paid to non-controlling interest |
31/12/2025 | ||||||
Litgrid AB | 431,082 | 27,830 | 6,391 | 34,221 | 855 | (617) |
AB Amber Grid | 69,716 | 1,165 | 195 | 1,360 | 45 | (366) |
EPSO-G Invest UAB | - | (75) | - | (75) | (37) | - |
- | ||||||
31/12/2024 | ||||||
Litgrid AB | 378,326 | 43,127 | 5,901 | 49,028 | 1,224 | (731) |
AB Amber Grid | 74,584 | 9,502 | (1,196) | 8,276 | 281 | (690) |
EPSO-G Invest UAB | - | (54) | - | (54) | (26) | - |
Presented below is the summarised statement of cash flows of the Group companies with significant non-controlling interest for 2025 and 2024.
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(All amounts are in EUR thousand unless otherwise stated) | ||||||
Company name | Net cash flows from operating activities | Net cash flows from investing activities | Cash flows from/used in financing activities | Net increase (decrease) in cash flows | Cash and cash equivalents at the beginning of the year | Cash and cash equivalents at the end of year |
Litgrid AB | ||||||
31/12/2025 | 36,275 | (4,642) | (31,598) | 35 | 113 | 148 |
31/12/2024 | 126,380 | (90,783) | (36,118) | (521) | 634 | 113 |
AB Amber Grid | ||||||
31/12/2025 | 13,932 | (38,085) | 24,886 | 733 | 31 | 764 |
31/12/2024 | 34,601 | (4,046) | (30,645) | (90) | 121 | 31 |
EPSO-G Invest UAB | ||||||
31/12/2025 | (124) | (72,976) | 72,144 | (956) | 1,354 | 398 |
31/12/2024 | (58) | - | 1,412 | 1,354 | - | 1,354 |
Investments in associates and joint ventures
The Group’s investments in associates and joint ventures in the consolidated financial statements included the following:
(All amounts are in EUR thousand unless otherwise stated) | ||||||||
Company name | Nature of investment | Shareholding (%) | Investment value at the beginning of the period | Additions | Dividends received | Share of results of associate | Disposal | Investment value at the end of the period |
31/12/2025 | ||||||||
TSO Holding AS | Associate | 40 | 15,472 | - | (2,808) | 3,021 | 15,685 | |
GET Baltic, UAB | Associate | 34 | 3,560 | - | (837) | 424 | (3,147) | - |
Baltic RCC OU | Joint venture | 33 | 99 | - | (53) | 31 | 77 | |
Rheinmetall Defence Lietuva UAB | Associate | 24 | - | 73,056 | - | - | 73,056 | |
Total investments in 2025: | 19,131 | 73,056 | (3,698) | 3,476 | (3,147) | 88,818 | ||
31/12/2024 | ||||||||
TSO Holding AS | Associate | 40 | 13,989 | - | (2,342) | 3,825 | - | 15,472 |
GET Baltic, UAB | Associate | 34 | 3,643 | - | (563) | 480 | - | 3,560 |
Baltic RCC OU | Joint venture | 33 | 45 | - | - | 54 | - | 99 |
Rheinmetall Defence Lietuva UAB | Associate | 24 | - | - | - | - | - | - |
Total investments in 2024: | 17,677 | - | (2,905) | 4,359 | - | 19,131 | ||
On 13 December 2024, the Shareholders’ Agreement was signed between EPSO-G UAB and VIKA with the ultimate goal of investing in Rheinmetall Defence Lietuva UAB (RDL), developing its business, making investment decisions, and managing and holding RDL shares.
On 20 December 2024, Rheinmetall Waffe Munition GmBH, EPSO-G Invest UAB and Giraitės ginkluotės gamyba AB signed a shareholder cooperation agreement on the development of RDL, the organisation of the production of artillery ammunition and the acquisition and management of its shares. Under the agreement, that Rheinmetall Waffe Munition will hold 51% stake in RDL, 48% will be owned by EPSO-G Invest UAB and 1% by Giraitės ginkluotės gamykla AB.
During 2025, EPSO-G Invest UAB invested EUR 73,056 thousand in RDL through the payment of issue of new shares. RDL was inactive in 2025, as the artillery shell manufacturing project was under development.
Below is the summarized statement of comprehensive income of TSO Holding AS and Rheinmetall Defence Lietuva UAB in 2025 and 2024. This information represents the management’s estimates made based on the available unaudited financial information of the said companies presented in their reports:
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(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 | |
TSO Holding | RDL | TSO Holding | |
Operating results of associate | 9,805 | 0 | 11,760 |
Income tax benefit (expenses) | (2,177) | - | (2,101) |
Net profit (loss) | 7,628 | 0 | 9,659 |
Other comprehensive income | - | - | |
Total comprehensive income for the period | 7,628 | 0 | 9,659 |
Comprehensive income attributable to the Group | 3,021 | 0 | 3,825 |
Total comprehensive income attributable to the Group | 3,021 | 0 | 3,825 |
Dividends paid to the Group | 2,808 | - | 2,342 |
Summarized statement of financial position of TSO Holding and Rheinmetall Defence Lietuva UAB:
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 | ||
TSO Holding | RDL | TSO Holding | RDL | |
Non-current assets | 1,714 | 77,384 | 1,872 | - |
Current assets | 1 436 907 | 75,350 | 695,509 | 43 |
Total assets: | 1 438 621 | 152,734 | 698,380 | 43 |
Non-current liabilities | 396 | - | 701 | - |
Current liabilities | 1 421 576 | 511 | 683,437 | 49 |
Total liabilities: | 1 421 973 | 511 | 684,137 | 49 |
Net assets | 16,648 | 152,223 | 14,243 | ( 6) |
Group’s share, % | 39.6% | 48% | 39.6% | 48% |
Group’s share of net assets | 6,593 | 73,067 | 5,640 | 21 |
Group’s share of goodwill | 9,092 | - | 9,832 | - |
Carrying amount of investments in associate | 15,685 | 73,056 | 15,472 | - |
In June 2025, the Group received EUR 2,808 thousand in dividends from TSO Holding AS, by which the value of investment in associate was reduced.
As disclosed above, during 2025, EPSO-G Invest UAB invested EUR 73,056 thousand in RDL through the payment of issue of new shares. RDL was inactive in 2025, as the artillery shell manufacturing project was under development. As result, there were no significant changes in RDL’s net assets during 2025, because the expenses incurred were offset by interest income on cash at banks.
10.
Other gain (losses)
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Gain (loss) on disposal of associate | 1 051 | - |
Changes in fair value of derivatives | ( 873) | 499 |
Total | 178 | 499 |
Disposal of investments in associate
Upon fulfilment of contract obligations by the strategic investor, on 10 October 2025, the Group disposed the remaining 34% shareholding in GET Baltic, thereby losing significant influence over the associate. On 31 May 2023, following the sale of 66% shares in GET Baltic and transfer of the control in GET Baltic, the remaining 34% of the investment in GET Baltic was measured at fair value before the disposal, and subsequently accounted for using the equity method.
The carrying amount of the investment in associate at the time of the disposal was EUR 3,147 thousand. The following are the changes in carrying amount of the investment in associate:
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(All amounts are in EUR thousand unless otherwise stated) | 10/10/2025 | 31/12/2024 |
Opening carrying amount | 3,560 | 3,644 |
Associate’s net profit (loss) | 424 | 480 |
Associate’s other comprehensive income | - | - |
Dividends received | (837) | (564) |
Write off on disposal | (3,147) | - |
Closing carrying amount | - | 3,560 |
The share purchase/sale agreement of 31 May 2023 comprised share options that were designated as a financial instrument. Before exercise of the options, they were measured at fair value. Upon satisfying the terms of the option contract, the Company disposed the remaining portion of the investment. The fair value of the options was incorporated in the gain (loss) on disposal of investment. After exercising options, the Company has no rights or obligations under the option contracts.
The following is the impact of individual items on the assessment of the net result of the share disposal transaction:
(All amounts are in EUR thousand unless otherwise stated) | |
Consideration received for disposal of investments in associate | 3,824 |
Carrying amount of investments in associate | (3,147) |
Impact of options exercised | 374 |
Gain (loss) on disposal of associate | 1,051 |
Derivatives
On 10 October 2025, upon fulfilment of contract obligations by the investor, GET Baltic’s share options were exercised. The options were related to the disposal of the remaining shareholding and had impact on the final transaction price. The options give the right to sell/buy the remaining shares in GET Baltic at a fixed price, by managing price risk due to potential value changes of the associate prior to closing. The options were recognised as stand-alone derivatives and, given the likely option exercise period, were classified as assets or liabilities of particular duration. The share options were measured at fair value.
Below is the fair value of financial instruments at the time of disposal:
(All amounts are in EUR thousands unless otherwise stated) | Subscription date | Maturity | Exercise price | Fair value of option | |
Share option | 30/09/2025 | ||||
Call option | 31/05/2023 | 10/10/2025 | 3.86 | 10 | |
Put option | 31/05/2023 | 10/10/2025 | 3.86 | ( 384) | |
Information on the changes in fair value of derivatives:
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Non-current assets | - | - |
Opening carrying amount of the call option | 1,153 | 166 |
Change in fair value | (1,143) | 987 |
Included in net gain (loss) on disposal | (10) | - |
Closing carrying amount | - | 1,153 |
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Current liabilities | ||
Opening carrying amount of the put option | (654) | (166) |
Change in fair value | 270 | (488) |
Included in net gain (loss) on disposal | 384 | - |
Closing carrying amount | - | (654) |
The Black-Scholes model was used to determine the fair value of options, incorporating the following significant inputs as at 30 September 2025:
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Put option | Call option | |
Current share price (EUR) | 4.05 | 4.05 |
Transaction price (EUR) | 3.68 | 3.68 |
Maturity (years) | 0.03 | 0.03 |
Dividend yield (%) | 7.16 | 7.16 |
Share price volatility (%) | 38.40 | 38.40 |
Risk-free interest rate (%) | 2.71 | 2.71 |
The assumptions used in estimating the option’s fair value as at 31 December 2024 were as follows:
Put option | Call option | |
Current share price (EUR) | 4.09 | 4.09 |
Transaction price (EUR) | 4.07 | 3.97 |
Maturity (years) | 2.40 | 2.0 |
Dividend yield (%) | 8.07 | 8.07 |
Share price volatility (%) | 38.40 | 38.40 |
Risk-free interest rate (%) | 2.30 | 2.30 |
The current share price was determined under the income approach, using the discounted cash flows calculation method. Based on the significant non-market inputs, the valuation of options was classified as Level 3.
The following is the impact of individual items of changes in fair value of derivatives to the net result:
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Change in fair value of call option | (1,143) | 987 |
Change in fair value of put option | 270 | (488) |
Changes in fair value of derivatives, net | (873) | 499 |
11.
Inventories
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Materials, inventories | 3,749 | 4,072 |
Natural gas | 3,456 | 3,908 |
Less: write-down to net realisable value | (1,285) | (1,038) |
Carrying amount | 5,920 | 6,942 |
Inventories recognised as expenses during the reporting period amounted to EUR 30,683 thousand as at 31 December 2025 , including EUR 15,108 thousand recognised as purchases for natural gas technological needs and for system balancing, EUR 14,423 thousand as raw material for subcontracting services and EUR 1,152 thousand as maintenance and repair expenses of natural gas and electricity transmission systems.
Inventories recognised as expenses as at 31 December 2024 amounted to EUR 36,304 thousand.
The carrying amount of inventories carried at Net realisable value as at 31 December 2025 amounted to EUR 1,725 thousand (EUR 1,628 thousand as at 31 December 2024).
Movements in write-down allowance for inventories in 2025 and 2024 are indicated below:
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Carrying amount as at 1 January | 1,038 | 1,147 |
Change in write-down allowance | 247 | (109) |
Carrying amount as at 31 December | 1,285 | 1,038 |
12.
Contract assets
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Contract assets | ||
Accrued revenue from contract works | 2,013 | 1,110 |
Accrued revenue from natural gas transmission and related services | 3,663 | 1,220 |
Carrying amount | 5,676 | 2,330 |
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13.
Trade receivables
Trade receivables comprised:
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
I. Trade receivables | ||||
Receivables for electricity transmission and related services | 53,699 | 48,901 | - | - |
Receivables for transmission and transit of natural gas | 10,204 | 9,783 | - | - |
Receivables for contract works and other services | 4,839 | 5,796 | 618 | 549 |
Less: expected credit losses of trade receivables | (855) | (573) | - | - |
Net book amount of trade receivables under contracts with customers | 67,887 | 63,907 | 618 | 549 |
II. Trade receivables under other contracts: | - | - | - | - |
Accrued receivables for the services related to electricity transmission | 0 | 81 | 0 | 0 |
Congestion management revenue receivable | 2,256 | 1,053 | - | - |
Other trade receivables | 290 | 65 | - | - |
Less: expected credit losses of other trade receivables | - | - | - | - |
Net book amount of trade receivables under other contracts | 2,546 | 1,199 | - | - |
Total current trade receivables: | 70,433 | 65,106 | 618 | 549 |
Current trade receivables/Expected credit losses of trade receivables
Trade receivables under other contracts comprised congestion revenue funds receivable, receivables from the Inter-TSO Compensation (ITC) mechanism fund, natural gas imbalance and lease of assets. The fair value of trade receivables under contracts with customers approximates their carrying amount. In 2025, the Group accounted for expected credit losses of EUR 855 thousand with regard to late payments.
As at 31 December 2025, receivable for electricity transmission and related services were by 10% higher than as at 31 December 2024 due to increase in receivables for electricity transmission, balancing and imbalance services.
As at 31 December 2025, receivables for transmission and transit of natural gas were by 4% higher than as at 31 December 2024. Compared to December 2024, the main contributor to the increase in trade receivables in December 2025 was a 16% growth in the volume of gas transmitted.
After assessing whether the credit risk for customers, particularly of the Group companies, had increased significantly, the Company did not identify any indications of increased credit risk for borrowers. Hence, the Company did not recognise expected credit losses for trade receivables.
The Group applies a simplified credit risk assessment approach as required by IFRS 9 and accounts for loss allowances for lifetime credit losses from initial recognition of receivables. To determine credit losses of receivables, the Group applies the individual assessment and a loss coefficient matrix. The loss ratio matrix is based on historical data for a period exceeding 36 months on settlements of debts by customers. The loss ratios may be adjusted in view of macroeconomic forecasts. The loss ratios are classified into separate groups of receivables on the basis of credit risk characteristics and overdue period.
(All amounts are in EUR thousand unless otherwise stated) | Not past due | Past due | Total | |||
1-30 days | 31-90 days | 91-180 days | 181 and more days | |||
31/12/2025 | ||||||
Current portion of trade receivables, of which: | 68,396 | 748 | 818 | 655 | 671 | 71,288 |
State-owned companies | 45,599 | - | - | - | - | 45,599 |
Expected credit losses, % | 0% | 0% | 0% | 0% | 0% | 0% |
Other customers | 22,797 | 748 | 818 | 655 | 671 | 25,689 |
Trade receivables assessed individually | 18,867 | 556 | 817 | 653 | 671 | 21,564 |
Expected credit losses | 25 | 135 | - | - | 671 | 831 |
Trade receivables assessed collectively | 3,930 | 192 | 1 | 2 | 0 | 4,125 |
Expected credit losses, % | 0.08% | 10% | 100% | 0% | 100% | |
Impairment | 3 | 20 | 1 | - | - | 24 |
Total expected credit losses | 28 | 155 | 1 | - | 671 | 855 |
31/12/2024 | ||||||
Current portion of trade receivables, of which: | 63,917 | 511 | 389 | 374 | 488 | 65,679 |
State-owned companies | 34,940 | - | - | - | - | 34,940 |
Expected credit losses, % | 0% | 0% | 0% | 0% | 0% | 0% |
Other customers | 28,977 | 511 | 389 | 374 | 488 | 30,739 |
Trade receivables assessed individually | 23,571 | - | - | - | 486 | 24,057 |
Expected credit losses | 15 | - | - | - | 486 | 501 |
Trade receivables assessed collectively | 5,406 | 511 | 389 | 374 | 2 | 6,682 |
Expected credit losses, % | 0% | 4% | 6% | 7% | 100% | - |
Expected credit losses | - | 20 | 23 | 27 | 2 | 72 |
Total expected credit losses | - | 20 | 23 | 27 | 488 | 573 |
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Movements in impairment recognised for the Group’s trade receivables during the year 2025 and 2024 were as follows:
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Carrying amount as at 1 January | 573 | 249 |
Additional impairment | 318 | 363 |
Reversal of impairment | (36) | (39) |
Carrying amount as at 31 December | 855 | 573 |
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14.
Other financial assets at amortised cost
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
NON-CURRENT ASSETS | ||||
Loans to Group companies | - | - | 55 500 | - |
Receivables after one year | 13 | 10 | - | - |
Carrying amount | 13 | 10 | 55 500 | - |
CURRENT ASSETS | ||||
Loans to Group companies (cash pooling and current portion of non-current loans agreements) | - | - | 20 756 | 32 584 |
Interest on loans | - | - | 457 | 131 |
Term deposits | 60 000 | 95 815 | 60 000 | 90 000 |
Short-term investments | - | 45 000 | - | 45 000 |
Receivable interests | 110 | 512 | 110 | 461 |
Funds deposited for guarantees and deposits | 15 728 | 14 741 | - | - |
Administered LNG terminal funds | - | 3 | - | - |
Other receivables | 1 108 | 497 | 95 | - |
Carrying amount | 76 946 | 156 568 | 81 418 | 168 176 |
The Company entered into long-term loan agreements with its subsidiaries in the total amount of EUR 55,500 thousand (at 31 December 2024, EUR 0 thousand). Interest rate on the loans granted to the Group companies was linked to the 3-month and 12-month EURIBOR. The Company entered into cash pooling agreements with its subsidiaries. Under those agreements, the Group companies’ share in the cash pool managed by the Company was lent to the Group companies at a variable interest rate linked to the 12-month EURIBOR.
As of 31 December 2025 and 2024, the parent company assessed expected credit losses (ECL) under IFRS 9 for loans granted to subsidiaries. Based on the credit risk assessment and forward-looking information, the calculated 12-month ECL were immaterial and therefore were not recognized. Management also determined that lifetime ECL were not applicable, as there was no significant increase in credit risk.
As at 31 December 2025 the term deposit agreements by the Group and by the Company were concluded for the period ranging from 90 to 210 days, bearing the annual interest rate of 2.17-2.18%. As at 31 December 2024, the Group and the Company had investments in the debt securities of European governments, with maturity dates ranging from 91 to 360 days.
In 2025, the Group and the Company earned EUR 3,585 thousand (2024: the Group EUR 1,460 thousand and the Company 1,409 thousand ) in interest on term deposits and short-term investments., The Group and the Company made the above mentioned short-term investments with the aim of optimizing return on excess cash balances, taking into account projected need for cash and liquidity forecasts.
The Group holds its deposits for guarantees, security deposits and term deposits with credit institutions, whose long-term obligations are rated by Moody’s or Standard & Poors as investment-grade: Standard & Poors (A+ or AA-), and Moody’s (Aa3). Consequently, ECLs were not recognised for other financial assets.
15.
Other non-financial assets
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Non-financial assets | ||||
Administered PSO funds receivable | 25,597 | 26,627 | - | - |
Administered LNG terminal funds receivable | 8,262 | 11,626 | - | - |
Administered Emergency intervention Measures (EIM) funds receivable | 894 | - | - | - |
VAT receivable from the state budget | 1,047 | 619 | - | 2 |
Prepayments | 726 | 435 | - | - |
Deferred expenses | 6,386 | 3,006 | 72 | 42 |
Grants receivable | 33,583 | 30,287 | - | - |
Other receivables | 88 | - | 6 | - |
Less: expected credit losses of other receivables | - | - | - | - |
Carrying amount | 76,583 | 72,600 | 78 | 44 |
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The fair value of other current assets approximates their carrying amount.
One major part of the Group’s other current assets and receivables past due consisted of PSO, LNG terminal and Emergency Intervention funds receivable. The Group is not exposed to credit risk in collecting PSO, LNG terminal and EIM funds as its acts as an administering entity, therefore expected credit losses are not formed for these past due amounts.
The line item of grants receivable includes grants receivable from the EU structural funds for the projects being implemented by the Group. The main amount of receivable grants as at 31 December 2025 consisted of the grant receivable under the instrument Connecting Europe Facility (CEF) for the compensation of expenses incurred in the synchronisation projects.
To determine credit losses of receivables, other than PSO and LNG funds, the Group applies the individual assessment Grants receivable are controlled by the EU and Lithuanian public authorities, therefore they are considered to be of very low credit risk.
16.
Cash and cash equivalents
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Cash at bank | 51,293 | 101,562 | 49,789 | 98,791 |
Carrying amount | 51,293 | 101,562 | 49,789 | 98,791 |
As at 31 December 2025 and 2024, cash and cash equivalents consisted of cash at bank. Information on banks’ credit ratings is disclosed in Note 36. |
As at 31 December 2025 and 2024, the fair value of cash and cash equivalents approximated their carrying amount. The Group and the Company have not pledged current and future cash flows. |
17.
Issued capital
As at 31 December 2025 and 2024, the issued capital of the Company amounted to EUR 189,631 thousand and was divided into 653,900,000 ordinary registered shares with the nominal value of EUR 0.29 each. All the shares as at 31 December 2025 and 2024 were fully paid.
Capital management
Capital consists of equity recorded in the statement of financial position. According to the Law on Companies of the Republic of Lithuania, the equity of the Company must account for at least ½ of the amount of the authorised share capital. As at 31 December 2025 and 2024, the Company and all companies of the Group complied with this requirement.
The Company’s and the Group’s main objective when managing capital is to maintain an optimal capital structure in order to ensure ability to continue as a going concern, minimisation of the cost of capital and risk. The structure of the capital of the Group companies is formed taking into consideration demand for operating activities, planned investments and development.
The Company’s Board approved the dividend policy, which sets uniform principles for the payment of dividends for all companies of the Group to ensure sustainable growth of the value of the business of the Group and its companies, long-term benefit to the shareholders, achievement of long-term and short-term objectives. The dividend policy is one of the capital risk management tools. According to the dividend policy, the allocation of dividends depends on the return on the companies’ equity, availability of financial resources for payment of dividends, implementation of projects important for the State and other circumstances. At least 60% of net profit is allocated for the payment of dividends, depending on the return on equity and other conditions affecting the company’s solvency.
The allocation of the Company’s dividends for 2022-2026 is regulated by Resolution No 208 of the Government of the Republic of Lithuania of 29 March 2023 On the payment of dividends by EPSO-G UAB for the shares held by the State by the right of ownership. Under the provisions of this Resolution, the holders of the Company’s shares can each year allocate 0.5% of profit to be appropriated
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for the payment of dividends, if EPSO-G UAB implements or participates in the implementation of an economic project of state importance recognised by the decision of the Government of the Republic of Lithuania, or implements a project of state importance recognised by the decision of the Parliament of the Republic of Lithuania, or if, after the payment of a dividends, the liabilities referred to in the decision would exceed the Group’s consolidated equity capital.
There were no changes in capital management objectives compared to previous years.
18.
Revaluation reserve
The revaluation reserve arises from revaluation of property, plant and equipment due to the value increase.
(All amounts are in EUR thousand unless otherwise stated) | Revaluation reserve | Deferred tax | Less: deferred income tax |
Group | |||
Balance as at 1 January 2024 | 31,184 | (4,679) | 26,504 |
Depreciation of revaluation reserve | (3,020) | 453 | (2,566) |
Revaluation of property, plant and equipment | (22) | 3 | (19) |
Revaluation reserve write-off | (25) | 4 | (21) |
Change in deferred tax tariff | - | (280) | (280) |
Balance as at 31 December 2024 | 28,117 | (4,499) | 23,618 |
Depreciation of revaluation reserve | (2,206) | 357 | (1,849) |
Revaluation reserve write-off | (106) | 17 | (89) |
Change in deferred tax tariff | - | (262) | (262) |
Balance as at 31 December 2025 | 25,806 | (4,388) | 21,418 |
19.
Legal and other reserves
Legal reserve
A legal reserve is a compulsory reserve under the Lithuanian legislation. Annual transfers of not less than 5% of net profit are required until the reserve reaches 10% of the issued capital. The legal reserve can only be used to cover future losses. In 2025, the Company’s legal reserve was increased by EUR 2,213 thousand, and in 2024, by EUR 1,241 thousand (5% of the net profit of a respective year). As at 31 December 2025, the Company’s legal reserve was not fully formed.
Other reserves
Other reserves are formed based on the decision of the shareholder (i.e. for the purpose of business development) and can be redistributed during the distribution of the next year’s profit.
On 1 April 2025, the Ordinary General Meeting of Shareholders of EPSO-G approved the proposal to transfer from other reserves to distributable result EUR 28,614 thousand and EUR 70,267 thousand to other reserves , including EUR 70,085 thousand for future investments, and EUR 182 thousand for financial support.
On 30 April 2024, the Ordinary General Meeting of Shareholders of EPSO-G approved the proposal to transfer EUR 28,064 thousand from retained earnings to other reserves for future investments, and EUR 500 thousand for financial support.
The Ordinary General Meetings of Shareholders of the Group companies in 2025 adopted decisions to tranfer EUR 43,554 thousand from retained earnings to other reserves for future investments, (2024: EUR 9,957 thousand to the retained earnings).
20.
Dividends
As indicated in Note 17, the Company is eligible to allocate 0.5% of profit to be appropriated for the payment of dividends to the holders of its shares for the period 2022-2026 under Resolution No 208 of the Government of the Republic of Lithuania of 29 March 2023 On the payment of dividends by EPSO-G UAB for the shares held by the State by the right of ownership.
On 13 April 2025, the Ordinary General Meeting of Shareholders of EPSO-G UAB approved the distribution of the Company’s profit (loss) for 2025. EUR 393 thousand was allocated to dividends for the year ended 31 December 2024. Dividends per share amounted to EUR 0.0006 .
On 13 April 2024, the Ordinary General Meeting of Shareholders of EPSO-G approved the distribution of the Company’s profit (loss) for 2023. EUR 196 thousand was allocated to dividends for the year ended 31 December 2023. Dividends per share amounted to EUR 0.0003.
In 2025, dividends paid by the Group companies to the Group’s non-controlling interest amounted to EUR 982 thousand, and, in 2024, EUR 1,505 thousand.
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21.
Grants
Grants comprise grants for the acquisition of non-current assets and compensation of expenses. Movements in grants in 2025 and 2024 were as follows:
All amounts are in EUR thousand unless otherwise stated | Group | |
31/12/2025 | 31/12/2024 | |
Opening balance | ||
Grants receivable (Note 15) | 30,287 | 52,199 |
Grants received in advance (non-current liabilities) (Note 29) | (3,469) | - |
Grants received in advance (current liabilities) (Note 29) | (635) | (28,583) |
26,183 | 23,616 | |
Recognised grants | ||
Transfer to property, plant and equipment (Note 7) | 85,546 | 157,665 |
Other transfers | - | (605) |
Transfer to intangible assets (Note 6) | 1,171 | 1,911 |
Grants used for compensation of expenses (Note 31) | 4 | 1,742 |
86,721 | 160,713 | |
Grants received | ||
Monetary grants (CFS investment activity) | (2,547) | (86,142) |
Congestion revenue transferred to grants (Note 27) | (53,142) | (43,498) |
Monetary grants for compensation of expenses (CFS main activity) | - | (1,546) |
(55,689) | (131,186) | |
Grants received in the form of assets | (26,143) | (26,960) |
Closing balance | ||
Grants receivable (Note 15) | 33,583 | 30,287 |
Grants received in advance (non-current liabilities) (Note 29) | - | (3,469) |
Grants received in advance (current liabilities) (Note 29) | (2,511) | (635) |
31,072 | 26,183 | |
22.
Borrowings
The Group’s and the Company’s borrowings comprised as follows:
All amounts are in EUR thousand unless otherwise stated | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Non-current borrowings | 129,706 | 152,205 | 111,706 | 74,893 |
Bonds issued | 74,937 | 74,893 | 74,937 | 74,893 |
Bank borrowings | 54,769 | 77,312 | 36,769 | - |
Current borrowings | 60,830 | 13,425 | 179,908 | 292,483 |
Current portion of non-current borrowings from financial institutions | 59,312 | 11,792 | - | - |
Interests accrued on loans from financial institutions | 192 | 307 | 3 | - |
Interests accrued on bonds | 1,326 | 1,326 | 1,326 | 1,326 |
Group’s current cash pool | - | - | 178,372 | 290,569 |
Accrued interest on Group’s cash pool | - | - | 207 | 588 |
Total borrowings | 190,536 | 165,630 | 291,614 | 367,376 |
Non-current borrowings by maturity:
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
1-2 years | 78,937 | 9,649 | 74,937 | - |
2-5 years | 12,000 | 103,841 | - | 74,893 |
After 5 years | 38,769 | 38,715 | 36,769 | - |
Total | 129,706 | 152,205 | 111,706 | 74,893 |
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On 1 June 2022, the Company placed a EUR 75 million worth five years’ duration sustainability-linked bond issue. The bonds pay an annual coupon rate of 3.117%. During 2025, expenses related to interest on the bonds issued amounted to EUR 2,338 thousand (2024: EUR 2,338 thousand).
As at 31 December 2025, the Group had long-term loans with the European Investment bank, the Nordic Investment Bank and Swedbank, with the total outstanding balance of EUR 114,273 thousand (as at 31 December 2024, EUR 89,411 thousand. As at 31 December 2025, the Group’s fixed-rate borrowing amounted to EUR 59,815 thousand (as at 31 December 2024, EUR 69,023 thousand,, and variable rate borrowings to EUR 54,458 thousand (2024: EUR 20,388 thousand.. Variable interest rates are linked to 3- and 6-month EURIBOR.
As at 31 December 2025, the Company had long-term loan with Swedbank, with the total outstanding balance of EUR 36,769 thousand. Interest rate on the loan was linked to the 3-month EURIBOR.
As at 31 December 2025, the Group companies granted loans to the Company under the cash pool arrangement in the total amount of EUR 178,372 thousand (at 31 December 2024, EUR 290,569 thousand). Interest rate on the loans granted to the Company by the Group companies was linked to ESTR (euro short-term rate).
As at 31 December 2025 and 2024, the Group and the Company did not have assets pledged under the loan agreements.
The Group companies' loan agreements with the Nordic Investment Bank (NIB) and the European Investment Bank (EIB) include financial covenants to which separate Group companies are subject to. As at 31 December 2025, LITGRID complied with all financial covenants. However, Amber Grid did not comply with the net interest coverage ratio under its EIB loan agreement, and did not comply with both the net interest coverage ratio and the debt-to-EBITDA ratio under its NIB loan agreement.
On 18 December 2025, the EIB issued a waiver specifically in respect of the net interest coverage ratio non-compliance under Amber Grid's EIB loan agreement, without affecting the Bank's rights related to any other event of default.
No waiver was obtained from NIB. Instead, on 22 December 2025, NIB, the Company (EPSO-G) and Amber Grid entered into a tripartite debt transfer agreement to transfer the NIB loan of EUR 10,870 thousand from Amber Grid to the Company, with a stipulation that compliance with the financial covenants under Amber Grid's original NIB loan agreement would no longer be required once effective. The Company and Amber Grid also entered into an internal loan agreement on the same terms as Amber Grid's original NIB loan agreement.
As at 31 December 2025, the tripartite agreement had not yet come into effect, as it contained a condition precedent requiring EIB consent to the transfer of Amber Grid's and LITGRID's NIB loans to the Company, which had not been obtained by the reporting date. Consequently, the covenant breach under Amber Grid's original NIB loan agreement remained unresolved, and NIB retained the right to demand immediate repayment. Amber Grid therefore reclassified the long-term portion of the NIB loan of EUR 8,696 thousand to current financial liabilities.
In addition, Amber Grid's EIB loan agreement contains a cross-default clause triggered by covenant breaches under Amber Grid's other borrowing arrangements, including its NIB loan agreement. As the NIB breach remained unresolved, this clause was triggered, and Amber Grid reclassified EUR 40,967 thousand of the EIB loan from non-current to current financial liabilities.
The Group companies did not have any loans secured by the State guarantee.
23.
Lease liabilities
The Group’s and the Company’s lease liabilities and their movements:
Group | Company | |||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Opening carrying amount | 11,885 | 10,881 | 551 | 701 |
Concluded lease contracts | 1,422 | 2,669 | - | - |
Terminated lease contracts | (10) | - | - | - |
Interest charged | 294 | 284 | 19 | 19 |
Lease payments (principal) | (2,607) | (2,258) | (157) | (150) |
Interest paid | (294) | (284) | (19) | (19) |
Indexation | (2) | 593 | 12 | - |
Closing carrying amount | 10,688 | 11,885 | 406 | 551 |
Non-current lease liabilities | 8,342 | 9,579 | 252 | 397 |
Current lease payments | 2,346 | 2,306 | 154 | 154 |
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Future lease payments under non-cancellable lease contracts are as follows:
Group | Company | |||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Total lease liabilities: | 10,688 | 11,885 | 406 | 551 |
Current portion | 2,346 | 2,306 | 154 | 154 |
Maturities of non-current liabilities: | 8,342 | 9,579 | 252 | 397 |
1-2 years | 1,056 | 1,919 | 135 | 150 |
2-3 years | 646 | 833 | 116 | 132 |
3-5 years | 753 | 692 | 1 | 115 |
After 5 years | 5,887 | 6,135 | - | - |
The Group’s interest calculated on lease liabilities and included in finance costs amounted to EUR 294 thousand during the 2025.
24.
Net debt
Reconciliation of net debt balances and cash flows from financing activities as at 31 December 2025 and 2024:
All amounts are in EUR thousand unless otherwise stated | Cash | Other liquid assets | Borrowings | Lease liabilities | Total |
Group | |||||
Net debt at 31 December 2023 | 123,236 | - | (195,893) | (10,881) | (83,538) |
Acquisition (proceeds from borrowings, new leases) | - | - | - | (2,669) | (2,669) |
Lease indexation | - | - | - | (593) | (593) |
Increase (decrease) in cash and cash equivalents | (21,674) | - | - | - | (21,674) |
Acquisition of other liquid assets | - | 680,802 | - | - | 680,802 |
Disposal of other liquid assets | - | (539,987) | - | - | (539,987) |
Other changes | |||||
Interest charged | - | 1,169 | - | - | 1,169 |
Interest received | - | (1,169) | - | - | (1,169) |
Change in overdraft | - | - | 17,981 | - | 17,981 |
Repayment of borrowings | - | - | 12,061 | - | 12,061 |
Lease payments | - | - | 2,258 | 2,258 | |
Other changes | |||||
Interest charged | - | - | (4,844) | (284) | (5,128) |
Interest paid | - | - | 5,065 | 284 | 5,349 |
Net debt at 31 December 2024 | 101,562 | 140,815 | (165,630) | (11,885) | 64,862 |
Acquisition (proceeds from borrowings, new leases) | (36,813) | (1,422) | (38,235) | ||
Lease indexation/modification | 2 | 2 | |||
Terminated lease contracts | 10 | 10 | |||
Increase (decrease) in cash and cash equivalents | (50,269) | - | - | - | (50,269) |
Acquisition of other liquid assets | - | 130,000 | - | - | 130,000 |
Disposal of other liquid assets | - | (210,815) | - | - | (210,815) |
Other changes | |||||
Interest received | - | (3,475) | - | - | (3,475) |
Interest charged | - | 3,585 | - | - | 3,585 |
Repayment of borrowings | - | - | 11,789 | - | 11,789 |
Lease payments | - | - | - | 2,607 | 2,607 |
Interest charged (expensed and capitalised) | - | - | (4,831) | (294) | (5,125) |
Interest paid | - | - | 4,949 | 294 | 5,243 |
Net debt at 31 December 2025 | 51,293 | 60,110 | (190,536) | (10,688) | (89,821) |
In the management's opinion, when analysing the net debt level for management purposes, financial debt in the calculation formula is reduced not only by cash and cash equivalents, but also by liquid assets (Note 14) consisting of highly liquid and low-risk instruments, i.e. deposits with a maturity of more than 90 days or government securities of countries with high credit ratings with a maturity of up to
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360 days. The composition of the components used in the calculation of the indicator was chosen taking into account the fact that these financial instruments can be converted into cash within a very short period of time and without incurring any or insignificant financial losses.
(All amounts are in EUR thousands unless otherwise stated) | Cash | Other liquid assets | Borrowings | Lease liabilities | Total | |
Company | Financial institutions | Group companies | ||||
Net debt at 31 December 2023 | 120 015 | - | (94,157) | (214,806) | (701) | (189,649) |
Collection of loans granted to Group companies | - | - | - | (76,427) | - | (76,427) |
(Decrease) in cash and cash equivalents | (21,224) | - | - | - | - | (21,224) |
Acquisition of other liquid assets | - | 674,987 | - | - | - | 674,987 |
Disposal of other liquid assets | - | (539,987) | - | - | - | (539,987) |
Other changes | ||||||
Interest charged | - | 1,059 | - | - | - | 1,059 |
Interest received | - | (1,059) | - | - | - | (1,059) |
Lease payments | - | - | - | - | 150 | 150 |
Amortisation of bond liability | - | - | (44) | - | - | (44) |
Change in overdraft | - | - | 17,981 | - | - | 17,981 |
Interest charged (included in expenses and capitalisation) | - | - | (3,578) | (6,033) | (19) | (9,630) |
Interest paid | - | - | 3,579 | 6,109 | 19 | 9,707 |
Net debt at 31 December 2024 | 98,791 | 135,000 | (76,219) | (291,157) | (551) | (134,136) |
Loans received | - | - | (36,813) | - | - | (36,813) |
Lease indexation | - | - | - | - | (12) | (12) |
(Decrease) in cash and cash equivalents | (49,002) | - | - | - | - | (49,002) |
Acquisition of other liquid assets | - | 130,000 | - | - | - | 130,000 |
Disposal of other liquid assets | - | (205,000) | - | - | - | (205,000) |
Other changes | ||||||
Interest received | - | (3,475) | - | - | - | (3,475) |
Interest charged | - | 3,585 | - | - | - | 3,585 |
Repayment of borrowings | - | - | - | 112,198 | - | 112,198 |
Lease payments | - | - | - | - | 157 | 157 |
Change in overdraft | - | - | - | - | - | - |
Interest charged | - | - | (3,355) | (4,205) | (19) | (7,579) |
Interest paid | - | - | 3,352 | 4,585 | 19 | 7,956 |
Net debt at 31 December 2025 | 49,789 | 60,110 | (113,035) | (178,579) | (406) | (182,121) |
25.
Trade payables
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Payables for electricity | 30,260 | 45,522 | - | - |
Payables for natural gas | 4 | 1,513 | - | - |
Payables in performing natural gas balancing | 1,378 | 2,253 | - | - |
Payables for sub-contracting work, services | 3,590 | 2,073 | - | - |
Payables for property, plant and equipment | 36,716 | 50,757 | 12 | - |
Other trade payables | 9,789 | 17,359 | 234 | 203 |
Carrying amount | 81,737 | 119,477 | 246 | 203 |
The fair value of trade payables approximates their carrying amounts.
As at 31 December 2025, debts for electricity were by 34% lower than as at 31 December 2024 due to decrease in payables for ancillary electricity transmission services and investments.
As at 31 December 2025, debts for natural gas balancing services were by 39% lower than as at 31 December 2024 due to decrease in prices for natural gas and balancing services. Payments for natural gas are made through the settlement account dedicated to the
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natural gas exchange, maintaining the required cash balance. Payments for gas purchased on the exchange are settled on the next working day.
26.
Other financial liabilities at amortised cost
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Non-current liabilities | ||
Non-current trade payables | 261 | - |
Carrying amount | 261 | - |
Current liabilities | ||
Security deposits received | 14 058 | 13 505 |
Dividends payable | 746 | 665 |
Payable CBCA contribution | - | 27 450 |
Accrued expenses | 1 524 | 1 031 |
Other payables and liabilities | 1 | 1 875 |
Carrying amount | 16 329 | 44 526 |
Totalcarrying amount of liabilities | 16 590 | 44 526 |
27.
Liabilities for congestion management revenue
(All amounts are in EUR thousand unless otherwise stated) | 31/12/2025 | 31/12/2024 |
Liabilities for congestion management revenue as at 1 January | 390,118 | 301,074 |
Congestion management revenue received during the period | 99,676 | 134,856 |
Used to finance property, plant and equipment | (53,142) | (43,498) |
Proceeds from congestion management recognised as revenue during the period | (2,503) | (2,314) |
Congestion management revenue used for tariff reductions* | (34,471) | - |
Liabilities for congestion management revenue as at 31 December | 399,678 | 390,118 |
Non-current portion of liabilities for congestion management revenue | 312,406 | 308,802 |
Current portion of liabilities for congestion management revenue | 87,272 | 81,316 |
The principles of the receipt and use of congestion management revenue are set out in Note 2.14. A revenue balance unused according to the purposes set out in Regulation (EC) No 714/2009 of the European Parliament and of the Council amounted to EUR 399,678 thousand as at 31 December 2025, and EUR 390,118 thousand as at 31 December 2024.
* On 27 September 2024, by Resolution No O5E-925 Regarding the Adjustment of the Service Price Cap of Litgrid AB in 2025 and the Price Set for the Use of Interconnection Services for 2025, NERC allocated EUR 34,471 thousand for transmission tariff reduction in 2025.
In the statement of cash flows for 2025, the EUR 64,414 thousand congestion management revenue, allocated to the investments, were reported under investing activities (2024: the EUR 135,670 thousand congestion management revenue, allocated to finance investments, were reported under investing activities). The EUR 34,471 thousand amount of congestion management revenue allocated to reduce transmission tariff, were reported under operating activities (included in the value of item “net profit”, as revenue were recognized) in the statement of cash flows for 2025.
The current portion of liabilities is expected to be settled (used) within 12 months.
28.
Provisions
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Provisions for pension benefits to employees | 1,874 | 1,655 |
Provisions for servitude liabilities | 132 | 45 |
Provisions for registration of protection zones | 524 | 369 |
Provisions for litigations/claims | 6,545 | 14,853 |
Provisions for warranties | 1,252 | 1,252 |
Other provisions | 155 | 250 |
Carrying amount | 10,482 | 18,424 |
Non-current provisions | 3,080 | 2,836 |
Current provisions | 7,402 | 15,588 |
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Description of the Group’s provisions and the expected timing of realisation of economic benefit:
All amounts are in EUR thousand unless otherwise stated | Provisions for pension benefits | Provisions for servitude compensations | Provisions for registration of protection zones | Provision for warranties | Provisions for litigations | Other provisions | Total |
Carrying amount at 31 December 2023 | 1,341 | 419 | 532 | 1,242 | 11,054 | 150 | 14,738 |
Calculated | 19 | - | - | - | 5,815 | 110 | 5,944 |
Revised estimate | 295 | (287) | (152) | 10 | - | - | (134) |
Payments made | - | (87) | (11) | - | (1,358) | (10) | (1,466) |
Reclassification of trade debts | - | - | - | - | (658) | - | (658) |
Carrying amount at 31 December 2024 | 1,655 | 45 | 369 | 1,252 | 14,853 | 250 | 18,424 |
Calculated | 4 | - | 232 | - | - | - | 236 |
Revised estimate | 214 | 113 | (32) | - | - | - | 295 |
Reversed | - | - | - | - | (6,774) | - | (6,774) |
Payments made | - | (26) | (45) | - | (1,964) | (94) | (2,129) |
Reclassification of trade debts | - | - | - | - | 430 | - | 430 |
Carrying amount at 31 December 2025 | 1,873 | 132 | 524 | 1,252 | 6,545 | 156 | 10,482 |
Provisions for litigations
In prior periods, a contract for the purchase of contract work was executed under which the Group’s operator of the battery energy storage system, in line with the provisions of the purchase contract, charged default interest to the seller. The provision of EUR 9,038 thousand was established for the activated performance guarantee. A dispute arose over the total amount of default interest, and the contractor brought a claim before the court. On 26 September 2025, the parties reached an amicable agreement, under which the Group undertook to pay the contractor EUR 3,558 thousand, provided that parties fulfill their obligations under the contract on the specified dates. By 31 December 2025 the Group had paid the contractor EUR 2,828 thousand of which EUR 863 thousand was covered trade payables and EUR 1,964 thousand was paid using provisions account. By amount of EUR 6,774 thousand was reversed provision and recognised as other income The remaining amount of 730 thousand will be paid in 2026 after the contractor has eliminated the defects and additional work is performed.
As at 31 December 2024 and 2025 provisions for litigations also included the provision of EUR 5,815 thousand recognised by the natural gas transmission system operator in 2024 for potential repayments of funds received under guarantee from contractor. The funds are planned to be used for the potential replacement of the Lithuanian-Polish gas pipeline interconnectors.
Provisions for pension benefits
Each employee of retirement age who terminates his/her employment with the Group upon retirement is entitled to receive a payment equal to 2-4 monthly salaries as stipulated in the Lithuanian laws and the Collective Agreement. The term of the non-current provision is calculated for each employee using actuarial assumptions: age of the employee, probability of death, employee turnover rate, discount rate (31 December 2025: 0.96%; 31 December 2024: 1.24%), long-term salary growth rate (31 December 2025: 2.8%; 31 December 2024: 3%).
Provisions for servitude compensations and registration of protected zones
Expenses related to provisions for servitudes are recognised as non-current intangible assets taking into consideration the amounts of compensation. Compensation payments to land owners are accounted for as a decrease in provisions, while remeasurement of provisions due to changes in underlying assumptions is recorded as a change in respective intangible asset (Note 6).
Expenses related to provisions for registration of protection zones are recognised as non-current intangible assets taking into consideration the amounts of compensation. Payments related to registration of protection zones are recorded as decreases of provision, while remeasurement of provision due to changes in underlying assumptions is recorded as change in respective intangible asset (Note 6).
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As at 31 December 2025, the provisions for servitude compensations and registration of protected zones were calculated using a discount rate of 2.09%, and, as at 31 December 2024, a discount rate of 1.74%.
Provisions for warranties
In the Group, provisions for warranties are established for ongoing contract works on energy projects, given the nature of the services performed, and are calculated as a 30% portion of the value of works accepted and performed by the client. In 2025, the provisions for warranties were reviewed under the standard Group’s procedure applicable to collective project assessment, however, there were no material changes in the provisioning.
29.
Other liabilities (non-financial)
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Non-current liabilities | ||
Prepayments received from connection of new consumers | 9,381 | 11,005 |
Grants received in advance | - | 3,469 |
Contractual obligations under connection agreements | 3,528 | 1,841 |
Total other (non-financial) non-current liabilities | 12,909 | 16,315 |
Current liabilities | ||
Administered PSO funds payable | 3,979 | 3,486 |
Difference between PSO funds received and paid | 27,892 | 35,907 |
Administered LNG terminal funds payable | 8,146 | 10,794 |
Accrued administered LNG terminal funds | 116 | 833 |
Accrued administered Emergency intervention funds | 13,847 | 12,714 |
Employment-related liabilities, including accrued financial incentive | 6,992 | 5,816 |
Accrued expenses relating to vacation reserve | 5,318 | 4,950 |
Taxes payable to the State budget, except for Corporate Income tax | 9,134 | 1,649 |
Fee payable to the regulator | 811 | 818 |
Grants received in advance | 2,511 | 635 |
Prepayments received from connection of new consumers | 10,361 | 874 |
Other prepayments received for services provided | 694 | 335 |
Contract liabilities (deferred income)* | 2,684 | 538 |
Total other (non-financial) current liabilities | 92,485 | 79,349 |
In implementation of the Council Regulation (EU) 2022/1854 of the European Union adopted on 6 October 2022 on emergency intervention to reduce energy prices, the Law on the Implementation of Regulation (EU) 2022/1854 was adopted on 15 December 2022. By this Law, the Group was entrusted with collecting from electricity producers a share of the market revenue surplus received by them in the period from 1 December 2022 to 30 June 2023. It also collected a solidarity contribution from companies operating in the crude oil, natural gas, coal and oil refining sectors. The contribution is calculated in accordance with the procedure established by Regulation (EU) 2022/1854 and the law from the 2023 part of the taxable profit of the tax year that has begun.
In 2025 significantly increased contract liabilities (deferred income) for the connection of new consumers/producers/facilities due to one of the largest railway infrastructure modernisation projects in Lithuania implemented by LTG Infra AB.
30.
Current and deferred income tax
Income tax expenses comprised as follows:
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Income tax benefit (expenses) for the period | 184 | (213) | - | - |
Change in deferred tax expenses | 6,765 | 6,266 | 557 | 961 |
Income tax benefit for the reporting period | 6,949 | 6,053 | 557 | 961 |
The movement in deferred tax assets and liabilities prior to offsetting the balances with the same fiscal authority was as follows:
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(All amounts are in EUR thousand unless otherwise stated) | ||||||||
Group | ||||||||
Deferred tax assets: | PP&E revaluation (impairment) | Impairment for other assets | Congestion management revenue | Differences in depreciation rates | Unused investment relief | Accumulated tax loss | Other | Total |
31/12/2023 | 7,452 | 351 | 2,320 | 67 | 3,613 | 2,333 | 1,965 | 18,101 |
Recognised in profit or loss | (1,424) | 12 | 139 | 1,779 | 6,251 | (1,926) | 971 | 5,802 |
31/12/2024 | 6,028 | 363 | 2,459 | 1,846 | 9,864 | 407 | 2,936 | 23,903 |
Recognised in profit or loss | (667) | 89 | 95 | 1,120 | 5,567 | (407) | 611 | 6,408 |
31/12/2025 | 5,361 | 452 | 2,554 | 2,966 | 15,431 | - | 3,547 | 30,311 |
Deferred tax liabilities | Revaluation of PP&E (increase in value) | Tax relief on acquisition of PP&E | Other | Total | ||||
31/12/2023 | (4,791) | (1,127) | (78) | (5,996) | ||||
Recognised in profit or loss | 450 | 29 | (60) | 419 | ||||
Recognised in other comprehensive income | (284) | - | - | (284) | ||||
31/12/2024 | (4,625) | (1,098) | (138) | (5,861) | ||||
Recognised in profit or loss | 371 | 44 | (58) | 357 | ||||
Recognised in other comprehensive income | (263) | - | - | (263) | ||||
31/12/2025 | (4,517) | (1,054) | (196) | (5,767) | ||||
Deferred tax assets, net, as at 31 December 2024 | 18,042 | |||||||
Deferred tax assets, net, as at 31 December 2025 | 24,544 | |||||||
Below are the periods when deferred tax asset is realised and liability is settled:
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Deferred tax assets: | ||
Deferred tax asset to be realised after more than 12 months | 24,316 | 14,600 |
Deferred tax asset to be realised within 12 months | 5,986 | 9,303 |
Total: | 30,302 | 23,903 |
Deferred tax liability to be settled after more than 12 months | (5,571) | (5,722) |
Deferred tax liability to be settled within 12 months | (196) | (139) |
Total: | (5,767) | (5,861) |
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Profit (loss) before taxation | 30,826 | 48,834 | 31,097 | 43,298 |
Income tax calculated at a rate of 16%/15% | 4,932 | 7,325 | 4,976 | 6,495 |
Effect of investment incentive** | (10,061) | (11,586) | - | - |
Effects of non-deductible expenses | 762 | (270) | 100 | 150* |
Effect of non-taxable income* | (1,057) | (6,012) | (7,658) | |
Adjustments to previous financial years | (331) | (131) | - | - |
Effect of unrecognised tax losses | 490 | - | 383 | 52 |
Effect of changes in income tax tariff | (1,684) | (1,391) | (4) | - |
Income tax expenses/(benefit) in profit or loss | (6,949) | (6,053) | (557) | (961) |
Income tax expenses/(benefit) in other comprehensive income | 263 | 284 | - | - |
* The Company’s income tax calculations for 2025 included non-taxable income representing dividends received from subsidiaries and associates in the amount of EUR 37,573 thousand (2024: EUR 48,286 thousand). | ||||
**The Group’s effect of investment incentive comprises benefits from the Lithuanian investment incentive, which allows a reduction of taxable profit by up to 100% of qualifying capital investments in fixed assets. | ||||
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31.
Revenue
The Group’s revenue included as follows:
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 Restated | |
Group’s revenue from contracts with customers | ||
Revenue from electricity transmission and related services | ||
Electricity transmission services | 99,732 | 128,973 |
Trade in balancing/imbalance electricity | 168,993 | 128,376 |
Negative trade in balancing/imbalance electricity revenue * | (58,619) | (25,723) |
Ancillary electricity services | 180,128 | 139,069 |
Revenue from other sales of electricity and related services | 2,865 | 2,764 |
Total revenue from electricity transmission and related services: | 393,099 | 373,459 |
Revenue from natural gas transmission and related services | ||
Natural gas transmission services | 59,426 | 61,231 |
Revenue from transmission system balancing service | 9,933 | 12,879 |
Revenue from connection of new customers | 108 | 76 |
Total revenue from natural gas transmission and related services: | 69,467 | 74,186 |
Other revenue from contracts with customers | ||
Revenue from construction, repair and technical maintenance services | 21,195 | 24,346 |
Revenue from the biofuel exchange, thermal energy auctions, PSO funds administration and other revenue | 2,084 | 2,006 |
Total other revenue: | 23,279 | 26,352 |
Total Group’s revenue from contracts with customers: | 485,845 | 473,997 |
Group’s revenue not attributable to contracts with customers | ||
Congestion management revenue used for tariff reductions on decision of regulator | 34,471 | - |
Congestion revenue recognised compensating for the cost incurred | 2,503 | 2,314 |
Other services related to electricity | 661 | (322) |
Revenue from connection of producers and relocation of electrical installations | 35 | 14 |
Other income | 170 | 154 |
Total revenue not attributable to contracts with customers: | 37,840 | 2,160 |
Total Group revenue: | 523,685 | 476,157 |
Revenue from electricity transmission and related services increased by 14% in 2025, including congestion management revenue used for tariff reduction, compared to 2024, including:
Revenue from ancillary electricity transmission services increased by 29% due to a higher ancillary services acquisition component in the transmission service price.
Revenue from electricity transmission services (including the EUR 34,471 thousand congestion management revenue used in 2025 to reduce transmission tariff) increased by 4%.
Revenue from balancing/imbalance energy sale increased by 8% due to higher sales of electricity.
Imbalance pricing has changed since October 2024, when the Electricity Transmission System Operator (EE TSO) connected to a single European platform for the exchange of balancing energy from frequency restoration reserves with manual activation (MARI). The neutrality component, which is added to (deducted from) the balancing energy reference price, before the connection to MARI, was calculated based on the actual balancing trade data for the reporting month, to socialise the expenses and/or income, which the Baltic EE TSO incurred. After the connection to MARI, the neutrality component is calculated in advance and adjusted for subsequent months
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using actual data from previous months, which may result in a significant difference between the balancing and imbalance income and expenses during the reporting period.
.*Negative electricity revenue (debit amount) arises during periods when electricity generation significantly exceeds consumption, creating a supply surplus that drives market prices into being negative and therefore electricity deliveries by the Group are made at negative market prices
In 2025 year 96 percent of negative income was made up of balancing energy income. During oversupply conditions, the transmission system operator instructs producers to reduce generation (downward balancing). The compensation for this service is determined by the marginal auction price, which becomes negative due to producers' costs associated with curtailing production and/or negative electricity exchange prices. . The imbalance price is calculated by adding (when consumption demand exceeds generation supply) or subtracting (when generation supply exceeds consumption demand) the neutrality component to the balancing price, therefore negative imbalance prices are formed if there is a negative balancing price and/or generation supply exceeds consumption demand.Compared to 2024, revenue from natural gas transmission and related services decreased by 6% in 2025. This drop was due to the lower natural gas transmission price
Compared to 2024, revenue from natural gas transmission and related services decreased by 6% in 2025. This drop was due to the lower natural gas transmission price. Compared to 2024, revenue from system balancing were lower by 23% due to a 35% decrease in the demand for balancing gas.
The Company’s revenue from contracts with customers comprised revenue from the provision of management and professional services, which amounted to EUR 2,665 thousand in 2025 (EUR 2,315 thousand in 2024).
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Revenue recognised over time | ||
Electricity transmission and related services | 489,388 | 401,188 |
Negative trade in balancing/imbalance electricity revenue | (58 619) | (25 723) |
Natural gas transmission and related services | 69,637 | 74,340 |
Revenue from performance of construction contracts | 659 | 6,187 |
Revenue from repair and maintenance services | 20,536 | 18,159 |
Total revenue recognised over time: | 521,601 | 474,151 |
Revenue recognised at a point in time upon provision of services | ||
Revenue from, trading thermal energy auctions, PSO funds administration and other revenue | 2,084 | 2,006 |
Total revenue recognised at a point in time upon provision of services: | 2,084 | 2,006 |
Total revenue: | 523,685 | 476,157 |
The Group’s other income comprised as follows:
(All amounts are in EUR thousand unless otherwise stated) | Group | |
31/12/2025 | 31/12/2024 | |
Revenue grants | 4 | 1,742 |
Income from lease of assets | 661 | 757 |
Interest on late payment and default charges | 6,983 | 1,115 |
Other income | 1,190 | 1,117 |
Total other revenue: | 8,838 | 4,731 |
32.
Expenses
The Group’s electricity, natural gas and other services purchase expenses comprised the following:
(All amounts are in EUR thousand unless otherwise stated) | Group | |
2025 | 2024 Restated | |
Expenses for purchase of electricity services | ||
Expenses for purchase of balancing and imbalance electricity | (153, 028) | (134, 525) |
Purchase of balancing and imbalance electricity at negative prices* | 51,550 | 27,096 |
Expenses for ancillary electricity services | (179, 293) | (114, 214) |
Expenses for electricity for technological needs | (37, 904) | (37, 869) |
Expenses for electricity and related services | (5, 259) | (5, 459) |
Total expenses for purchase of electricity services: | (323, 934) | (264, 971) |
Purchase of natural gas services | ||
Purchase of natural gas for system balancing | (9, 571) | (13, 079) |
Purchase of natural gas for technological needs* | (5, 029) | (3, 000) |
Total purchases of natural gas services: | (14, 600) | (16, 079) |
Total purchases of electricity, natural gas and other services: | (338, 534) | (281, 050) |
Impact of changes in gas inventory balances | (452) | (430) |
Expenses for subcontracting services | (11, 544) | (13, 223) |
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*Positive electricity expenses (credit amount) arises during periods when electricity generation significantly exceeds consumption, creating a supply surplus that drives market prices into being negative and therefore electricity purchases by the Group are made at negative market prices.
Purchases of electricity services in total grew by 21% in 2025 compared to 2024, including due to:
the 57% increase in expenses for ancillary electricity transmission services (including negative expenses). The major impact resulted from the increase in expenses related the ensuring balancing capacities.
Expenses for electricity for technological needs in 2025 compared with 2024 were almost at the same level, as average price of electricity was 20% higher but usage of electricity was 16% lower .
In 2025, compared to 2024, expenses for natural gas decreased by 6%. In 2025, expenses for balancing products decreased by 27% due to a lower demand for balancing gas. In 2025, expenses for technical needs increased by 83% due to a 38% higher volume of gas for technological needs and cost of gas.
Wages and salaries and related expenses
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
2025 | 2024 | 2025 | 2024 | |
Wages and salaries | 60,653 | 54,711 | 5,702 | 5,013 |
Social insurance expenses | 1,163 | 1,033 | ,101 | 90 |
Total wages and salaries and related expenses: | 61,816 | 55,744 | 5,803 | 5,103 |
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(All amounts are in EUR thousand unless otherwise stated) | Group | |
2025 | 2024 | |
Other expenses | ||
Taxes and charges | (10, 700) | (9, 694) |
Telecommunication and IT expenses | (6, 705) | (5, 835) |
Other expenses | (3, 077) | (4, 206) |
Transport expenses | (2, 853) | (3, 244) |
Insurance expenses | (1, 689) | (1, 718) |
Premise expenses | (1, 566) | (1, 532) |
Business protection expenses | (1, 533) | (1, 563) |
Business trip expenses | (1, 284) | (1, 216) |
Public relations | (1, 159) | (532) |
Costs of variable payment | (1, 304) | - |
Costs of emission permits | (1, 289) | (533) |
Market coupling costs | (1, 089) | (805) |
Membership fee | (948) | (843) |
Personnel development expenses | (860) | (794) |
Consultation service expenses | (817) | (1,710) |
Expenses of governing bodies | (716) | (633) |
Audit expenses | ( 334) | (328) |
Total other expenses: | (37, 923) | (35, 186) |
33.
Finance expenses, net
All amounts are in EUR thousand unless otherwise stated | Group | Company | ||
2025 | 2024 | 2025 | 2024 | |
Finance income | ||||
Interest income | 4 387 | 5,334 | 6,132 | 7,105 |
4,387 | 5,334 | 6,132 | 7,105 | |
Finance costs | ||||
Interest on borrowings | (4,734) | (5,084) | (7,560) | (9,546) |
Other finance costs | (304) | (349) | (18) | (228) |
(5,038) | (5,433) | (7,579) | (9,774) | |
Total finance costs, net | (651) | (99) | (1,447) | (2,669) |
34.
Dividend income
All amounts are in EUR thousand unless otherwise stated | Company | |
2025 | 2024 | |
Dividend income from subsidiaries | 34,765 | 48,290 |
Dividend income from associates | 2,808 | 2,342 |
Total dividends and income from investing activities | 37,573 | 50,632 |
35.
Related-party transactions
As at 31 December 2025 and 31 December 2024, the Group’s and the Company’s parent was the Republic of Lithuania represented by the Ministry of Energy of the Republic of Lithuania. For the purposes of the related-party disclosure transactions and balances with the government (i.e the Republic of Lithuania, its institutions, agencies and similar bodies whether local or national, as well as international) are not presented in these financial statements.
Disclosures comprise transactions and balances on transactions with the shareholder, the subsidiaries (in the Company’s transactions), all government-related (controlled or significantly influenced) entities (the list of such companies is published at https://governance.lt/apie-imones/vvi-sarasas and transactions are disclosed only when the amount of transactions exceeds EUR 100 thousand during a calendar year) and the management and their family members.
The Group’s related-party transactions during the twelve-month period of 2025 and balances thereof as at 31 December 2025 were as follows:
(All amounts are in EUR thousand unless otherwise stated) | Purchases of services | Sales of services | Payables for services | Payables for LNG terminal funds and PSO funds* | Receivables for services | Receivables for LNG funds and PSO funds | ||||
Related parties | Purchases | Purchases at negative prices | PSO and LNG funds deducted* | Sales | Sales at negative prices | PSO and LNG funds credited* | ||||
Ignitis group companies: | ||||||||||
Ignitis Grupė AB | - | - | - | - | - | - | - | - | ||
Energijos Skirstymo Operatorius AB | 2 464 | 4 132 | 272 697 | ( 4) | (3 602) | 2 705 | 576 | 32 394 | 40 | |
Ignitis UAB | 6 863 | (4 117) | 436 | 44 070 | - | (1 029) | 735 | 3 676 | 2 125 | 254 |
Ignitis Gamyba AB** | 324 686 | (54 897) | - | 13 776 | (10 011) | (1 426) | 8 356 | 180 | 12 080 | - |
Ignitis Polska Sp.z.o.o. | - | 40 | - | - | - | - | - | - | ||
Ignitis Grupės Paslaugų Centras UAB | - | - | 327 | - | - | - | - | 33 | - | |
Vilniaus Kogeneracinė Jėgainė UAB | 1 507 | - | 455 | - | - | 121 | - | 69 | - | |
Kauno Kogeneracinė Jėgainė UAB | 507 | - | 88 | - | - | 47 | - | 2 | - | |
Vėjas LT UAB | - | - | - | - | - | - | ||||
Transporto Valdymas UAB | 44 | - | - | - | - | 23 | - | - | - | |
Other state-owned companies: | - | |||||||||
State Enterprise Ignalina Nuclear Power Plant | - | - | 1 140 | - | ( 17) | 18 | 2 | 114 | - | |
STATE ENTERPRISE LITHUANIAN INLAND WATERWAYS AUTHORITY | 570 | - | - | - | - | - | - | - | ||
KN Energies AB | - | 3 677 | - | - | - | - | 3 975 | - | 373 | |
Via Lietuva AB | 64 | - | - | - | - | |||||
LTG Infra AB | 1 | - | 240 | - | ( 7) | 11 529 | 1 | 85 | - | |
Other state-owned enterprises | 659 | - | 829 | - | - | 103 | - | 110 | - | |
Total | 337 365 | (59 014) | 8 245 | 333 662 | (10 015) | (6 081) | 23 637 | 8 410 | 47 012 | 667 |
* Group’s PSO and LNG funds deducted are not presented in the Group’s statement of profit or loss, as the Group acts as an agent in respect of these funds when collecting and allocating these funds.
**Receivables from Ignitis Gamyba AB is accounted only from positive value of sales. Sales at negative prices correspond with item of payables for services.
The Group provided services to the associated company UAB GET Baltic until the transfer date of shares in 2025 in amont of EUR 4,187 thousand and purchased natural gas inventory for technological needs and balancing in amount of EUR 10,376 thousand.
The Group’s transactions conducted with the related parties during the twelve-month period of 2024 and balances arising on these transactions as at 31 December 2024 were as follows:
(All amounts are in EUR thousand unless otherwise stated) | Purchases of services | PSO and LNG funds deducted* | Sales of services | PSO and LNG funds credited* | Payables for services | Payables for LNG terminal funds and PSO funds* | Receivables for services | Receivables for LNG funds and PSO funds |
Related parties | ||||||||
Ignitis group companies: | ||||||||
Ignitis Grupė AB | - | - | - | - | - | - | - | - |
Energijos Skirstymo Operatorius AB | 4,057 | 25,179 | 259,132 | 150 | 29,236 | 291 | 3,465 | 15 |
Ignitis UAB | 11,988 | 31,797 | 29,007 | 7,047 | 1,337 | 6,817 | 3,268 | 733 |
Ignitis Gamyba AB | 151,979 | - | 6,676 | 8,568 | 1,068 | - | 28,040 | 864 |
Ignitis Grupės Paslaugų Centras UAB | 301 | - | - | - | 33 | - | - | - |
Ignitis Polska Sp.z.o.o. | - | - | - | - | - | - | - | - |
Vilniaus Kogeneracinė Jėgainė UAB | 418 | - | 2,015 | - | 26 | - | 148 | - |
Kauno Kogeneracinė Jėgainė UAB | 66 | - | 317 | - | 3 | 9 | - | - |
Vėjas LT UAB | 97 | - | 1 | |||||
Transporto Valdymas UAB | 91 | - | - | - | 8 | - | - | - |
Other state-owned companies: | - | |||||||
State Enterprise Ignalina Nuclear Power Plant | 1,196 | - | 2 | - | 121 | - | 18 | - |
KN Energies AB | - | - | - | - | - | 3,975 | - | - |
LTG Infra AB | 806 | - | 60 | - | 85 | - | 4,891 | - |
Other state-owned enterprises | 106 | - | 321 | - | 64 | - | 29 | - |
Total | 171,105 | 56,976 | 297,530 | 15,765 | 31,982 | 11,092 | 39,859 | 1,612 |
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* Purchases of the gas product of the gas exchange operator, as well as the Group’s PSO and LNG funds deducted are not presented in the Group’s statement of profit or loss, as the Group acts as an agent in respect of these funds when collecting and allocating these funds.
The Group provided services to the associated company UAB GET Baltic on 2024 in amont of EUR 2,128 thousand and purchased natural gas inventory for technological needs and balancing in amount of EUR 17,616 thousand.
The Company’s related-party transactions during the twelve-month period of 2025 and the balances thereof as at 31 December 2025 were as follows:
(All amounts are in EUR thousand unless otherwise stated) | |||||||
Related parties | Payables and accrued expenses | Receivables and accrued revenue | Sales | Dividend income | Loans granted/(received) | Finance income | Finance costs |
State-owned companies | |||||||
Ignitis UAB | 1 | ||||||
Group companies | |||||||
LITGRID AB | 204 | 253 | 1,071 | 24,095 | (156,067) | - | 3,728 |
Amber Grid AB | - | 595 | 760 | 10,320 | 67,845 | 1,483 | - |
TETAS UAB | - | 209 | 347 | 8,411 | 563 | - | |
BALTPOOL UAB | 29 | 49 | 170 | (19,226) | - | 449 | |
EPSO-G Invest UAB | - | 10 | 40 | ||||
Energy Cells UAB | 3 | 55 | 277 | 350 | (3,080) | 22 | 29 |
Total: | 237 | 1,171 | 2,665 | 34,765 | (102,117) | 2,068 | 4,206 |
The Company’s related-party transactions during the twelve-month period of 2024 and the balances thereof as at 31 December 2024 were as follows:
(All amounts are in EUR thousand unless otherwise stated) | |||||||
Related parties | Payables and accrued expenses | Receivables and accrued revenue | Sales | Dividend income | Loans granted/(received) | Finance income | Finance costs |
State-owned companies | |||||||
Group companies | |||||||
Litgrid AB | 588 | 210 | 923 | 28,521 | (265,472) | - | 6,182 |
Amber Grid AB | 273 | 759 | 19,484 | 23,482 | 1,084 | - | |
TETAS UAB | - | 96 | 284 | - | 7,723 | 447 | - |
BALTPOOL UAB | 62 | 36 | 168 | 169 | (25,096) | 977 | |
Energy Cells UAB | - | 89 | 302 | 117 | 1,379 | 495 | - |
Total: | 650 | 704 | 2,436 | 48,291 | (257,984) | 2,026 | 7,159 |
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(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
Payments to key management personnel | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 |
Employment-related payments | 4,294 | 3,981 | 953 | 929 |
Whereof: termination benefits | 29 | 211 | 0 | 46 |
Number of key management personnel (average) | 35 | 32 | 7 | 7 |
No loans, guarantees or any other benefits were paid or calculated, nor any assets were transferred to the Group’s and the Company’s management personnel in 2025 and 2024.
Key management personnel consists of the heads of administration and departmental directors. In 2025, payments to the members of the collegial management bodies amounted to EUR 688 thousand (2024: EUR 558 thousand).
As at 31 December 2025, the accrued vacation reserve attributable to the Company’s management totalled EUR 80 thousand, and the financial incentives amounted to EUR 145 thousand.
36.
Financial risk management
The Group and the Company are exposed to financial risks in their operations. In managing these risks, the Group and the Company seek to mitigate the impact of factors which could adversely affect the Group’s and the Company’s financial performance. The Group and the Company comply with the Treasury and Financial Risk Management Policy of the EPSO-G UAB Group, as approved by the Board of EPSO-G UAB.
Financial instruments by category (as per the statement of financial position)
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
Financial assets | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 |
Long-term loans granted to the EPSO-G Group companies (Note 14) | - | - | 55,500 | - |
Trade receivables (Note 13) | 70,433 | 65,106 | 618 | 549 |
Other financial assets at amortised cost (Note 14) | 76,946 | 156,568 | 81,418 | 168,176 |
Cash and cash equivalents (Note 16) | 51,293 | 101,562 | 49,789 | 98,791 |
Financial assets at amortised cost | 198,672 | 323,236 | 187,325 | 267,518 |
Derivative assets at FVTPL | - | 1,153 | - | - |
Total financial assets: | 198,672 | 324,389 | 187,325 | 267,518 |
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
Financial liabilities | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 |
Loans and bonds issued (Note 22) | 190,536 | 165,630 | 291,614 | 367,376 |
Lease liabilities (Note 23) | 10,688 | 11,885 | 406 | 551 |
Trade payables (Note 25) | 81,737 | 119,477 | 246 | 203 |
Other financial liabilities at amortised cost (Note 26) | 16,590 | 44,526 | - | - |
Total financial liabilities at amortised cost | 299,551 | 341,518 | 292,266 | 368,130 |
Derivative liability | - | 654 | - | - |
Total financial liabilities: | 299,551 | 342,172 | 292,266 | 368,130 |
Credit risk
As at 31 December 2025 and 31 December 2024, credit risk was related to the following line items:
(All amounts are in EUR thousand unless otherwise stated) | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Financial assets at amortised cost* | 198,672 | 323,236 | 187,325 | 267,518 |
Derivative assets | - | 1,153 | - | - |
Credit risk | 198,672 | 324,389 | 187,325 | 267,518 |
*Credit risk also relates to undrawn lending facility to the subsidiaries (disclosed under “Liquidity risk”)
Credit risk arising from trade and other financial assets at amortised are disclosed in Notes 13 and 14.
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The Group has a significant credit risk concentration, because exposure to credit risk is shared among 10 main customers, receivables from which accounted for approximately 82% as at 31 December 2025 (as at 31 December 2024: approximately 90%) of the Group’s total trade receivables (financial assets). As at 31 December 2025, receivables from the major customer, distribution network operator Energijos Skirstymo Operatorius AB, accounted for 46% (as at 31 December 2024, 30%) of the Group’s total trade receivables (financial assets).
Credit risk is managed through regular monitoring procedures (individual supervision of debtors, monitoring and analysis of customers in order to identify potential solvency issues that may arise in the future, etc.). The Group companies have approved regulations for trade receivables management, which sets out specific actions and deadlines required for the reduction of trade receivables.
The table below provides the ratings of the banks where the Group and the Company hold their cash and cash equivalents (Note 16) and other financial assets (Note 14):
S&P | Moody’s | Balances at bank as at 31 Dec 2025 | Balances at bank as at 31 Dec 2024 | |||
Company | Group | Company | Group | |||
Swedbank | AA- | Aa2 | 40 | 829 | 27 | 178 |
SEB | AA- | Aa3 | 6 | 194 | 10 | 47 |
OP Corporate Bank | AA- | Aa3 | 29,122 | 29,571 | 68,608 | 71,114 |
Luminor | A3 | 20,621 | 20,699 | 30,146 | 30,223 | |
Total | 49,789 | 51,293 | 98,791 | 101,562 | ||
S&P | Moody’s | Term deposits as at 31 Dec 2025 | Term deposits as at 31 Dec 2024 | |||
Company | Group | Company | Group | |||
OP Corporate Bank | AA- | Aa3 | 20,000 | 20,000 | 40,000 | 45,815 |
Luminor | A3 | 40,000 | 40,000 | 50,000 | 50,000 | |
Total | 60,000 | 60,000 | 90,000 | 95,815 | ||
As at 31 December 2025 the Group and the Company had no debt securities (as at 31 December 2024 all Group’s and Company’s debt securities were from same geographical area in France, with the credit rating of AA- according to S&P).
Liquidity risk
The Group’s policy is to ensure a sustainable financial position enabling to maintain an investment grade credit rating and provide sufficient liquidity, i.e. to ensure that the Group will have sufficient cash and/or committed credit facilities and overdrafts to meet its contractual obligations at any time. Liquidity risk is managed centrally by forecasting and regularly updating cash flows for the Group companies and by ensuring efficient management of liquid funds through the Group’s account.
The Group’s cash flows from operating activities were positive in 2025, therefore its exposure to liquidity risk is not significant. As at 31 December 2025, the Group’s current ratio (total current assets / total current liabilities) and quick ratio ((total current assets – inventories) / total current liabilities) were 0.82 and 0.81, respectively (31 December 2024: 1.14 and 1.12, respectively). As at 31 December 2025, the Group’s net debt was positive EUR 89,821 thousand..As indicated below, like the Company, the Group has overdraft contracts to meet its financial liabilities. Short-term liabilities exceeded short-term assets because of reclassification of Amber Grid long-term loans of the Nordic Investment Bank and the European Investment Bank to short-term liabilities. After receiving confirmation from the Nordic Investment Bank that the tripartite debt transfer agreement executed on 22 December 2025 entered into force on 25 February 2026, long-term loan agreements with the Nordic Investment Bank and the European Investment Bank will be reclassified from short‑term to long-term financial liabilities, thus, the liquidity ratios will be restored.
As at 31 December 2025, the Company’s current and quick ratios were 0.73 (31 December 2024: 0.91).
As at 31 December 2025, the Company and the Group had undrawn credit limit of EUR 100,000 thousand under the agreement with OP Corporate bank, effective until 29 April 2026. On 2 February 2026, the agreement was signed with OP Corporate bank to extend the credit limit for a further period of 12 months, i.e. until 29 April 2027. As at 31 December 2025, the Company’s borrowing liabilities under the cash pool agreements with the subsidiaries LITGRID, Energy Cells and Baltpool amounted to EUR 178,372 thousand (with the undrawn portion of EUR 161,628 thousand). The Company's borrowing liabilities under the cash pool agreements are partly covered by unused overdraft from OP Corporate bank and constantly updated cash flows forecast of the Group. If unplanned financing needs within the Group is identified, additional liquidity reserve from commercial banks is formed. As at 31 December 2025, borrowing liabilities of Amber Grid and TETAS under the cash pool agreements with the Company amounted to EUR 20,256 thousand (with the undrawn portion of EUR 18,744 thousand).
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The table below discloses the contractual maturities of the Group’s and the Company’s financial liabilities. This information has been prepared based on undiscounted cash flows of financial liabilities based on the earliest date on which the Group and the Company can be required to pay. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
(All amounts are in EUR thousand unless otherwise stated) | Less than 3 months | Between 4 months to 1 year | Between 2 and 5 years | More than 5 years | Total liabilities |
Group | |||||
31/12/2025 | |||||
Loans and bonds issued | 54 ,922 | 11 ,134 | 100 ,491 | 40 ,944 | 207,491 |
Lease liabilities | 705 | 1,872 | 2,894 | 10,223 | 15,694 |
Trade payables | 75,435 | 6,302 | - | - | 81,737 |
Other financial liabilities at amortised cost | 6,598 | 9,650 | 342 | - | 16,590 |
31/12/2024 | |||||
Borrowings | 2,494 | 14,721 | 120,186 | 40,137 | 177,538 |
Lease liabilities | 651 | 1,802 | 3,868 | 10,461 | 16,782 |
Trade payables | 90,521 | 28,956 | - | - | 119,477 |
Other financial liabilities at amortised cost | 33,615 | 9,082 | 654 | - | 43,351 |
(All amounts are in EUR thousand unless otherwise stated) | Less than 3 months | Between 4 months to 1 year | Between 2 and 5 years | More than 5 years | Total liabilities |
Company | |||||
31/12/2025 | |||||
Borrowings | 178,832 | 4,164 | 77,744 | 37,434 | 298,174 |
Lease liabilities | 44 | 123 | 264 | - | 431 |
Trade payables | 246 | - | - | - | 246 |
31/12/2024 | |||||
Borrowings | 291,756 | 3,665 | 78,357 | - | 373,778 |
Lease liabilities | 39 | 118 | 410 | - | 567 |
Trade payables | 203 | - | - | - | 203 |
Interest rate risk
The Group is exposed to interest rate risk arising mainly non-current and current borrowings from financial institutions, partly linked to variable interest rates. Interest rate fluctuations may have impact on the Group’s finance costs, cash flows, and performance. Given the Group’s infrastructure and regulated activities, interest rate risk is a significant financial risk factor, subject to ongoing monitoring.
The Group’s interest rate risk management is aimed at ensuring stable and predictable finance costs and reducing the negative impact of interest rate fluctuations on the Group’s performance. Risk is managed through a diversified funding structure, combining fixed and variable rate commitments. The interest rate risk management complies with the provisions of Treasury and Financial Risk Management Policy approved by the Group, considering regulatory developments.
As at 31 December 2025, the Group’s variable rate loans totalled EUR 54,458 thousand (as at 31 December 2024, EUR 20,388 thousand).
As at 31 December 2025, the Company's variable rate loans totalled EUR 36,769 thousand (as at 31 December 2024, EUR 0 thousand).
The increasing or decrease in interest rate by +/- 1 pp would result in decrease/increase the Group’s pre-tax profit by EUR 545 thousand as at 31 December 2025 (2024: decrease/increase in pre-tax profit by EUR 204 thousand).
(All amounts are in EUR thousand unless otherwise stated) | Increase (decrease) ,pp | Increase (decrease) in profit |
2025 | 1.0 (1.0) | (545)/545 |
2024 | 1.0 (1.0) | (204)/204 |
Fair value of financial assets and financial liabilities
The Group’s and the Company’s principal financial assets and liabilities not carried at fair value are trade receivables, other financial assets at amortised cost, cash and cash equivalents, loans, trade and other payables, and other financial assets.
The following methods and assumptions are used to estimate the value of each category of financial instruments that are not measured at fair value:
The carrying amount of current trade receivables and other financial assets, cash and cash equivalents, loans to the related parties, current trade payables and other financial liabilities at amortised cost approximates their fair value (Level 3).
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The fair value of non-current borrowings is estimated based on the quoted market price for the same or similar loans or on the current interest rates available for debt with the same maturity profile. In making these estimates, the Company and the Group relied on interest rates published by the Bank of Lithuania. As at 31 December 2025, the fair value of the Group’s non-current borrowings with fixed interest rates was approximately EUR 11,154 thousand lower than their carrying amount (as at 31 December 2024, EUR 11,539 thousand). As at 31 December 2025, the outstanding balance of the Group’s borrowings with the fixed interest rate was EUR 59,623 thousand (as at 31 December 2024, EUR 68,717 thousand). As at 31 December 2025, the fair value of issued debt bonds with fixed interest rate coupon was approximately EUR 1,853 thousand (2024: EUR 5,074 thousand) lower than their carrying amount.
37.
Services provided by the audit firm
In the period of 2025 and 2024 the audit firm provided the following audit and non-audit services to the Group and to the Company: Information on non-audit services is disclosed based on the date of services rendered:
Type of services | Group | Company | ||
31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |
Audit services, in EUR | ||||
Audit of financial statements | 275,000 | 269,000 | 44,000 | 41,000 |
Other services, related to audit services | 59,000 | 59,000 | 59,000 | 59,000 |
Total audit services | 334,000 | 328,000 | 105,000 | 100,000 |
Non-audit services, in EUR | ||||
Assurance and other related services | 77,000 | 56,450 | 32,000 | 14,950 |
Other services | - | 8,500 | - | 2,500 |
Total non-audit services: | 77,000 | 64,950 | 32,000 | 17,450 |
_060_Headline
38.
Off-balance sheet commitments and contingencies
Civil case, in which the Group is the defendant, is pending on the claim of the claimant Alvora UAB, by which it request the Court to declare the claims of the defendant, i.e. the Group, for the payment of EUR 4,868 thousand on the basis of the guarantee obligations unlawful and unfounded, and the Group’s claim (treated as a counterclaim), by which it request Alvora UAB to be ordered to pay EUR 4,820 thousand by way of damages, in addition to default interest on the awarded amount, and a fine for improper performance of the contract. At the moment, the proceedings are pending before the court of first instance.
The Group has received EUR 5.815 thousand in warranty performance security funds based on the claims submitted. However, a provision for the possible repayment of the same amount has been recognized in the provision account for a possible return of the guarantee funds. The Group considers that the bank guarantees were used duly in accordance with laws and terms and conditions of the contract, as defects were found in the work, which Alvora UAB refused to remedy. The proceeds from the guarantees will be used to remedy the defects found. In the event Alvora UAB remedies the defects found at its own expense until the outcome of the proceedings, the Group will reimburse the money to the claimant Alvora UAB received under the guarantees. The court has declared the case material non-public.
As indicated above, the Group has made the provision of EUR 5,815 thousand (Note 28) for potential repayments of funds received under the guarantee. The Group has not recognised contingent assets to cover additional losses in the action due to the high uncertainty of the outcome of the legal proceedings.
In the administrative case, the Group is challenging in court two decisions adopted by the National Energy Regulatory Council (NERC) following a non-routine inspection of the legality of the use of the GIPL pipeline interconnectors during construction and testing during operation: (i) Resolution approving the Inspection Report (the ‘Report’), finding the infringements by the Group and imposing related obligations on the Group (including the replacement of the fittings found by the Report to be unsuitable); and (ii) Resolution finding that the Group has committed an infringement of a regulatory obligation and imposing a EUR 81 thousand fine. The Group seeks to prove that it did not commit the infringements of the regulated activities identified by NERC (the infringements were committed by the contractor for the construction of the GIPL gas pipeline) and there were no grounds for imposing the sanction. Notwithstanding the fact that the Group has not paid the fine imposed, because it is challenging NERC’s decision to impose a penalty, the Group has acknowledged its financial obligation to pay a set amount of the fine, which has been recognised under other payables and liabilities. If the Group’s submissions are rejected by the Court or upheld in part, the sanction will remain the same or will be reduced. The administrative proceedings were suspended by the court order until the final judgement in the said civil case becomes effective (see point 2). The court has declared the case material non-public.
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Civil case based on Latvenergo AS’s claim against the Group for EUR 102 thousand in compensation for the inability to use paid transmission services due to technical maintenance work performed by the Group in 2022–2023, as well as for the award of EUR 6 thousand in late payment interest. The Group disagrees with the claim. The case is pending before the court of first instance.
Civil case pursuant to UAB Deforta’s claim against the Group for compensation of EUR 349 thousand losses (lost income), because the Group unlawfully excluded it from the public procurement tender for the cleaning of main gas pipeline routes from vegetation and declared another supplier the winner, as a result of which UAB Deforta lost the right to perform the contract. The Group disagrees with the claim. The case is pending before the court of first instance.
In October 2023, the arbitration proceedings were brought before the Arbitration Institute of the Stockholm Chamber of Commerce brought against several transmission system operators, including Group, which are still under way. The arbitration proceedings were started in respect of suspension of payments by the TSOs, adhering to international sanctions, disclosed under ‘Payables for electricity’ in Note 28. In accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce, the details are currently considered confidential
39.
Climate change assessment
Natural gas activities
According to the Group’s management, more stringent EU environmental policy requirements introduced in the context of combating climate change, promotion and development of renewable energy sources and more efficient use of energy will reduce consumption of natural gas for both energetic and industrial domestic needs. However, natural gas will play an important role as a transition energy in achieving European and national targets of reducing greenhouse gas (GHG) emissions. A key goal se in the Group’s strategy is to work together on Lithuania’s energy transformation towards a climate neutral economy. We see the transformation of the energy sector as a fundamental change. In the Group's strategy, we have set ourselves the goal to provide the infrastructure upon which the net-zero energy system will be based. One of the Group’s main sustainable activity goals is the aim of reducing the impact of its activities on the environment: to reduce GHG emissions throughout its value chain, aiming for net-zero and thereby mitigating the environmental impact of operations.
Measures related to climate change mitigation and reduction of GHG emissions and relevant investments are provided for in the Ten-Year (2024-2033) Network Development Plan of the Group’s Natural gas transmission systems operator (NG TSO).
Upon implementation of these investments, they will be included in the regulated asset base, which will ensure additional income and economic benefits for DG TSO. These investments encompass the generation of new assets and the replacement of existing depreciated assets to achieve greater efficiency of the transmission network, contribute to mitigating environmental impact and increasing sustainability. No shortening of the useful lives of existing assets or write-offs of regulated assets are planned, since the assets will depreciate before the implementation of the planned investments, and there are no other signs of asset impairment.
In the view of the Group’s management, the requirements related to climate change do not cast significant uncertainties and doubts on the Natural Gas TSO ability to continue as a going concern, and the reasonableness and effectiveness of the environmental mitigation measures. Climate-related risk does not affect the Company’s exposure to expected credit losses. The climate change impact assessments and assumptions do not pose a significant risk of material adjustments to the carrying amounts of assets and liabilities, or of impairment of non-current assets and inventories. Climate-related matters do not have a material impact on the recognition of deferred tax assets, the materialisation of contingent liabilities arising from climate change requirements, market and liquidity risk.
More information on the impact of climate change is provided in section “E1 Climate Change” of the Sustainability Report 2025.
Electricity activities
In the context of climate change mitigation, the Groupconsider both the positive and negative impacts of Litgrid operations: the Group play an important role in enabling the transformation of the energy sector into a system based on green energy. At the same time, Scope 1-3 GHG emissions, with the largest share arising from the technological losses in the electricity transmission network (Scope 2), have impact on the climate. The Group have the GHG emission reduction plan in place to manage material impacts, where the use of green energy to cover technological losses and own needs (including the purchase of guarantees of origin) is incorporated as the main measure.
In 2025, the Group signed a long-term green energy supply agreement with Ignitis UAB (effective from 01/01/2026 to 31/12/2032). The Group also plan financial PPA as an additional measure, which we expect to complete in early 2026. Aiming to contribute to international and national climate change mitigation goals, we are guided by the United Nations’ Agenda for Sustainable Development, the Paris Agreement, the European Green Deal, the National Energy Independence Strategy, the National Energy and Climate Plan, and the National Climate Change Management Agenda. These commitments are subject to the Environmental Policy of the EPSO-G Group.
Sustainability-linked bonds issued by the Company
In June 2022, EPSO-G issued a 5-year sustainability-linked bond issue of EUR 75 million, which is listed on the Nasdaq Baltic Debt Securities list. In the prospectus of these bonds, the Company committed to implementing two sustainability-related targets, KPI1 and KPI2, by the redemption of the bonds, which will be carried out in 2027.
More information on the implementation of the target is provided in section “E1 Climate Change” of the Sustainability Report.
The results of one of the planned indicators depend to a large extent on factors beyond the control of management, but the achievement of the indicator will be assessed as at 31/12/2026. The Company’s management believes that despite the high uncertainty, the indicator value is unlikely to be exceeded.
If the requirements for KPI1 or KPI 2 are not met, the interest paid to bondholders would be increased by 0.3% and 0.2%, respectively, for the last year issuance. The increased interests for failure to meet each indicator would be applied separately.
40.
Events after the reporting period
On 2 February 2026, the agreement was signed with OP Corporate bank to extend the credit limit of EUR 100,000 thousand for a further period of 12 months, i.e. until 29 April 2027.
On 25 February 2026, the Company received confirmation from the Nordic Investment Bank that the tripartite debt transfer agreement executed on 22 December 2025 entered into force as of 25 February 2026. Upon the entry into force of this tripartite debt transfer agreement, the loan obligations are taken over by EPSO-G, and Amber Grid and the Company is thereby released from the financial covenants. Also, the internal loan agreement concluded with Amber Grid on 22 December 2025 also entered into force on 25 February 2026. As of this, long-term loan agreements with the Nordic Investment Bank and the European Investment Bank will be reclassified from short‑term to long-term financial liabilities.
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